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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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A Pennsylvania Corporation
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No. 23-0993790
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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One Quaker Park, 901 E. Hector Street,
Conshohocken, Pennsylvania
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19428-2380
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each Exchange on which registered
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|||
Common Stock, $1.00 par value
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New York Stock Exchange
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Large accelerated filer
¨
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Accelerated filer
x
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Non-accelerated filer
¨
(Do not check if smaller reporting company)
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Smaller reporting company
¨
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2012
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2011
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2010
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|||||||||
Rolling Lubricants
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20.7
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%
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22.0
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%
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21.2
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%
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|||||
Machining and grinding compounds
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17.6
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%
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18.8
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%
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20.3
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%
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|||||
Hydraulic fluids
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13.5
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%
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12.9
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%
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13.7
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%
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|||||
Corrosion preventives
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12.4
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%
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11.5
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%
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11.5
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%
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·
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Metalworking process chemicals
— generally includes industrial process fluids for various heavy industrial and manufacturing applications.
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·
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Coatings
— generally includes temporary and permanent coatings for metal and concrete products and chemical milling maskants.
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·
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Other chemical products
—other various chemical products.
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•
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statements relating to our business strategy;
|
•
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our current and future results and plans; and
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•
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statements that include the words “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan” or similar expressions.
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•
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successfully execute the integration or consolidation of the acquired operations into existing businesses,
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•
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develop or modify the financial reporting and information systems of the acquired entity to ensure overall financial integrity and adequacy of internal control procedures,
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•
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identify and take advantage of cost reduction opportunities, and
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•
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further penetrate existing markets with the product capabilities acquired.
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•
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changes in economic conditions from country to country, similar to the recent instability in certain European economies,
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•
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changes in a country’s political condition, such as the current political unrest in the Middle East,
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•
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trade protection measures,
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||
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•
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longer payment cycles,
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•
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licensing and other legal requirements,
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•
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restrictions on the repatriation of our assets, including cash,
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•
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the difficulties of staffing and managing dispersed international operations,
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•
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less protective foreign intellectual property laws,
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•
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legal systems that may be less developed and predictable than those in the United States, and
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•
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local tax issues.
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Item 1B.
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Unresolved Staff Comments.
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Item 4.
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Mine Safety Disclosures.
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Name, Age, and Present
Position with the Company
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Business Experience During Past Five
Years and Period Served as an Officer
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Michael F. Barry, 54
Chairman of the Board, Chief Executive Officer
and President and Director
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|
Mr. Barry, who has been employed by the Company since 1998, has served as Chairman of the Board since May 13, 2009, in addition to his position as Chief Executive Officer and President held since October 2008. He served as Senior Vice President and Managing Director – North America from January 2006 to October 2008. He served as Senior Vice President and Global Industry Leader – Metalworking and Coatings from July 2005 through December 2005. He served as Vice President and Global Industry Leader – Industrial Metalworking and Coatings from January 2004 through June 2005 and Vice President and Chief Financial Officer from 1998 to August 2004.
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Margaret M. Loebl, 53
Vice President, Chief Financial Officer
and Treasurer
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|
Ms. Loebl joined the Company on June 29, 2012 as Vice President, Chief Financial Officer and Treasurer. Prior to joining the Company, Ms. Loebl, from August 2011 to December 2011, provided senior executive-level financial consulting services in Paris, France, for Constellium, a leader in the manufacturing of high-quality aluminum products and solutions. Prior to joining Constellium, she served from October 2008 through December 2010 as Corporate Vice President, Chief Financial Officer and Treasurer of TechTeam Global, Inc., a provider of information technology and business process outsourcing services. Ms. Loebl served as an Executive in Residence at the University of Illinois in support of the University’s Finance Academy from August 2007 to December 2008. From November 2002 through August 2007, Ms. Loebl served as Group Vice President, Finance at Archer Daniels Midland Company, a leading agricultural processor.
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D. Jeffry Benoliel, 54
Vice President – Global Metalworking and Fluid
Power and Corporate Secretary
|
|
Mr. Benoliel, who has been employed by the Company since 1995, has served as Vice-President – Global Metalworking and Fluid Power and Corporate Secretary since June 2011 and until March 15, 2012 also held the position of General Counsel. He served as Vice President-Global Strategy, General Counsel and Corporate Secretary from October 2008 until June 2011 and as Vice President, Secretary and General Counsel from 2001 through September 2008.
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Joseph A. Berquist, 41
Vice President and Managing
Director – North America
|
Mr. Berquist, who has been employed by the Company since 1997, has served as Vice President and Managing Director – North America since April 2010. He served as Senior Director, North America Commercial from October 2008 through March 2010 and as Industry Business Director - Metalworking/Fluid Power from July 2006 through September 2008.
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||
Ronald S. Ettinger, 60
Vice President – Human Resources
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Mr. Ettinger, who has been employed by the Company since 2002, has served as Vice President-Human Resources since December 2011. He served as Director-Global Human Resources from August 2005 to November 2011.
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Name, Age, and Present
Position with the Company
|
|
Business Experience During Past Five
Years and Period Served as an Officer
|
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George H. Hill, 38
Global Controller
|
Mr. Hill, who has been employed by the Company since 2002, has served in his current position since April 2007.
|
||
Dieter Laininger, 50
Vice President and Managing
Director – South America
and
Global Primary Metals
|
Mr. Laininger, who has been employed by the Company since 1991, was appointed Vice President and Managing Director – South America, effective January 16, 2013, in addition to his position as Vice President-Global Primary Metals, to which he was appointed effective June 2011. He served as Industry Business Manager for Steel and Metalworking – EMEA from March 2001 through July 2011.
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||
Joseph F. Matrange, 71
Vice President – Global Coatings
|
Mr. Matrange, who has been employed by the Company since 2001, has served as Vice President – Global Coatings since October 2008. He has also served as President of AC Products, Inc., a California subsidiary, since October 2000, and Epmar Corporation, a California subsidiary, since April 2002.
|
||
Jan F. Nieman, 52
Vice President and Managing
Director – Asia/Pacific
|
|
Mr. Nieman, who has been employed by the Company since 1992, has served in his current position since February 2005.
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Wilbert Platzer, 51
Vice President and Managing
Director – Europe
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|
Mr. Platzer, who has been employed by the Company since 1995, has served in his current position since January 2006.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
Price Range
|
Dividends
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Dividends
|
||||||||||||||||||||||
2012
|
2011
|
Declared
|
Paid
|
|||||||||||||||||||||
High
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Low
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High
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Low
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2012
|
2011
|
2012
|
2011
|
|||||||||||||||||
First quarter
|
$ | 48.15 | $ | 35.82 | $ | 44.39 | $ | 35.00 | $ | 0.24 | $ | 0.235 | $ | 0.24 | $ | 0.235 | ||||||||
Second quarter
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46.59 | 37.86 | 46.02 | 38.57 | 0.245 | 0.24 | 0.24 | 0.235 | ||||||||||||||||
Third quarter
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50.55 | 40.21 | 44.98 | 25.31 | 0.245 | 0.24 | 0.245 | 0.24 | ||||||||||||||||
Fourth quarter
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54.00 | 45.07 | 40.87 | 24.11 | 0.245 | 0.24 | 0.245 | 0.24 |
Issuer Purchases of Equity Securities
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|||||||
(c)
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(d)
|
||||||
Total Number of
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Maximum Number
|
||||||
(a)
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(b)
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Shares Purchased
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of Shares that May
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||||
Total Number
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Average
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as part of Publicly
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Yet Be Purchased
|
||||
of Shares
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Price Paid
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Announced Plans
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Under the Plans
|
||||
Period
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Purchased (1)
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per Share (2)
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or Programs (3)
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or Programs (3)
|
|||
October 1 - October 31
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—
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$
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—
|
—
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252,600
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||
November 1 - November 30
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5,378
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51.38
|
—
|
252,600
|
|||
December 1 - December 31
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—
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—
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—
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252,600
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|||
Total
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5,378
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$
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51.38
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—
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252,600
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(1)
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All of the 5,378 shares acquired by the Company during the period covered by this report were acquired from employees upon their surrender of previously owned shares in payment of the exercise price of employee stock options or, also, for the payment of taxes related to the exercise of employee stock options.
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(2)
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The price paid per share, in each case, represents either a) the average of the high and low price of the Company’s common stock on the date of exercise; or b) the closing price of the Company’s common stock on date of exercise, in each case as specified by the plan pursuant to which the applicable option was granted.
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(3)
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On February 15, 1995, the Board of Directors of the Company authorized a share repurchase program authorizing the repurchase of up to 500,000 shares of Quaker common stock, and, on January 26, 2005, the Board authorized the repurchase of up to an additional 225,000 shares. Under the 1995 action of the Board, 27,600 shares may yet be purchased. Under the 2005 action of the Board, none of the shares authorized has been purchased and, accordingly, all of those shares may yet be purchased. Neither of the share repurchase authorizations has an expiration date.
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12/31/2007
|
12/31/2008
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12/31/2009
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12/31/2010
|
12/31/2011
|
12/31/2012
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|||||||||||||||||||
Quaker
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$ | 100.00 | $ | 77.75 | $ | 103.92 | $ | 216.94 | $ | 207.40 | $ | 293.34 | ||||||||||||
SmallCap Index
|
100.00 | 68.93 | 86.55 | 109.32 | 110.43 | 128.46 | ||||||||||||||||||
Specialty Chemicals Index
|
100.00 | 62.81 | 98.39 | 121.63 | 113.69 | 146.36 | ||||||||||||||||||
Materials Group Index
|
100.00 | 52.15 | 77.28 | 91.40 | 83.85 | 105.06 |
Year Ended December 31,
|
||||||||||||||||||||
2012 (2)
|
2011 (3)
|
2010 (4)
|
2009 (5)
|
2008 (6)
|
||||||||||||||||
(re-cast)
|
(re-cast)
|
(re-cast)
|
(re-cast)
|
|||||||||||||||||
Summary of Operations
(1)
:
|
||||||||||||||||||||
Net sales
|
$ | 708,226 | $ | 683,231 | $ | 544,063 | $ | 451,490 | $ | 581,641 | ||||||||||
Income before taxes and equity in net income of associated companies
|
62,948 | 59,377 | 46,213 | 23,692 | 16,629 | |||||||||||||||
Net income attribuatable to Quaker Chemical Corporation
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47,405 | 45,892 | 32,120 | 16,058 | 9,833 | |||||||||||||||
Per share:
|
||||||||||||||||||||
Net income attributable to Quaker Chemical Corporation
|
||||||||||||||||||||
Common Shareholders - basic
|
$ | 3.64 | $ | 3.71 | $ | 2.85 | $ | 1.46 | $ | 0.93 | ||||||||||
Net income attributable to Quaker Chemical Corporation
|
||||||||||||||||||||
Common Shareholders - diluted
|
$ | 3.63 | $ | 3.66 | $ | 2.80 | $ | 1.45 | $ | 0.93 | ||||||||||
Dividends declared
|
0.975 | 0.955 | 0.935 | 0.92 | 0.92 | |||||||||||||||
Dividends paid
|
0.97 | 0.95 | 0.93 | 0.92 | 0.905 | |||||||||||||||
Financial Position
|
||||||||||||||||||||
Working capital
|
$ | 170,018 | $ | 152,900 | $ | 114,291 | $ | 98,994 | $ | 116,962 | ||||||||||
Total assets
|
536,634 | 511,152 | 452,868 | 398,183 | 387,957 | |||||||||||||||
Long-term debt
|
30,000 | 46,701 | 73,855 | 63,685 | 84,236 | |||||||||||||||
Total equity
|
289,676 | 261,357 | 190,537 | 159,186 | 132,393 |
(1 | ) |
The selected financial data for the years 2008 through 2011 has been re-cast in order to retrospectively apply the equity method of accounting for the Company’s investment in Primex, a captive insurance company. For further information, see the Change in Accounting Method section included in Item 7 of this Report and Note 4 of Notes to Consolidated Financial Statements, included in Item 8 of this Report.
|
(2 | ) |
The results of operations for 2012 include an increase to other income of $1,737 related to a change in the fair value of a contingent consideration liability; an increase to other income of $1,033 related to a change in the fair value of an acquisition-related liability; and a $2,216 tax benefit from the derecognition of various uncertain tax positions due to the expiration of applicable statutes of limitations; partially offset by a pre-tax charge of $1,254 related to the bankruptcy of certain customers in the U.S.; a pre-tax charge of $609 related to CFO transition costs; and certain uncommon charges of $1,936, pre-tax, that largely consist of severance and related items and costs associated with the launch of the Company's new revitalized Brand.
|
(3 | ) |
The results of operations for 2011 include an increase to other income of $2,718 related to the revaluation of the Company’s previously held ownership interest in Tecniquimia Mexicana S.A de C.V. to its fair value; an increase to other income of $595 related to a change in the fair value of a contingent consideration liability; and a $1,972 tax benefit from the derecognition of various uncertain tax positions due to the expiration of applicable statutes of limitations.
|
(4 | ) |
The results of operations for 2010 include a pre-tax final charge of $1,317 related to the retirement of the Company’s former Chief Executive Officer in 2008; a net pre-tax charge of $4,132 related to a non-income tax contingency; a $322 charge related to a currency devaluation at the Company’s 50% owned affiliate in Venezuela; and a $564 charge related to an out-of-period adjustment at the Company’s 40% owned affiliate in Mexico; partially offset by a $2,441 tax benefit from the derecognition of various uncertain tax positions due to the expiration of applicable statutes of limitations and resolution of tax audits for certain tax years.
|
(5 | ) |
The results of operations for 2009 include a pre-tax charge for restructuring and related activities of $2,289; a pre-tax charge of $2,443 related to the retirement of the Company’s former Chief Executive Officer in 2008; partially offset by a gain of $1,193 on the disposition of land in Europe and a $583 tax benefit from the derecognition of various uncertain tax positions due to the expiration of applicable statutes of limitations and resolution of tax audits for certain tax years.
|
(6 | ) |
The results of operations for 2008 include a pre-tax charge for restructuring and related activities of $2,916; and a pre-tax charge of $3,505 for the incremental charges related to the retirement of the Company’s Chief Executive Officer; partially offset by a net arbitration award of $956 related to litigation with one of the former owners of the Company’s Italian subsidiary; a tax refund of $460 relating to the Company’s increased investment in China; and a $1,508 tax benefit from the derecognition of various uncertain tax positions due to the expiration of applicable statutes of limitations and resolution of tax audits for certain tax years.
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Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Consolidated Statement of Income
|
2011
|
2010
|
||||||
Equity in net income of associated companies
|
$ | 2,323 | $ | 313 | ||||
Net income attributable to Quaker Chemical Corporation
|
$ | 2,323 | $ | 313 | ||||
Net income attributable to Quaker Chemical Corporation Common Shareholders - Diluted
|
$ | 0.19 | $ | 0.03 | ||||
Consolidated Balance Sheet
|
||||||||
Investments in associated companies
|
$ | 6,131 | $ | 3,938 | ||||
Other assets
|
(500 | ) | (500 | ) | ||||
Total assets
|
$ | 5,631 | $ | 3,438 | ||||
Retained earnings
|
$ | 4,778 | $ | 2,455 | ||||
Accumulated other comprehensive loss
|
853 | 983 | ||||||
Total equity
|
$ | 5,631 | $ | 3,438 |
1/2 Percentage Point Increase
|
1/2 Percentage Point Decrease
|
||||||||||||||||||||
Foreign
|
Domestic
|
Total
|
Foreign
|
Domestic
|
Total
|
||||||||||||||||
(Dollars in millions)
|
|||||||||||||||||||||
Discount rate
|
$ | (0.5 | ) | $ | (0.1 | ) | $ | (0.6 | ) | $ | 0.5 | $ | 0.1 | $ | 0.6 | ||||||
Expected rate of return on plan assets
|
(0.3 | ) | (0.2 | ) | (0.5 | ) | 0.3 | 0.2 | 0.5 |
Payments due by period
|
||||||||||||||||||||||||||||
2018 and
|
||||||||||||||||||||||||||||
Contractual Obligations (Amounts in millions)
|
Total
|
2013
|
2014
|
2015
|
2016
|
2017
|
Beyond
|
|||||||||||||||||||||
Short-term debt
|
$ | 0.867 | $ | 0.867 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
Long-term debt
|
40.917 | 1.680 | 13.633 | 1.277 | 1.241 | 1.230 | 21.856 | |||||||||||||||||||||
Capital lease obligations
|
0.660 | 0.291 | 0.147 | 0.099 | 0.065 | 0.058 | — | |||||||||||||||||||||
Non-cancelable operating leases
|
16.811 | 4.927 | 4.003 | 3.472 | 2.941 | 1.466 | 0.002 | |||||||||||||||||||||
Purchase obligations
|
8.459 | 7.193 | 1.266 | — | — | — | — | |||||||||||||||||||||
Pension and other postretirement plan
|
||||||||||||||||||||||||||||
contributions
|
7.329 | 7.329 | — | — | — | — | — | |||||||||||||||||||||
Contingent acquisition consideration
|
5.149 | — | 5.149 | — | — | — | — | |||||||||||||||||||||
Other long-term liabilities (See Note 19 of Notes
|
||||||||||||||||||||||||||||
to Consolidated Financial Statements)
|
5.034 | — | — | — | — | — | 5.034 | |||||||||||||||||||||
Total contractual cash obligations
|
$ | 85.226 | $ | 22.287 | $ | 24.198 | $ | 4.848 | $ | 4.247 | $ | 2.754 | $ | 26.892 |
|
•
|
statements relating to our business strategy;
|
|
|
•
|
our current and future results and plans; and
|
|
|
•
|
statements that include the words “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan” or similar expressions.
|
Item 8.
|
Financial Statements and Supplementary
Data.
|
|
Page
|
|
Financial Statements:
|
|
|
|
26
|
|
|
27
|
|
28
|
||
|
29
|
|
|
30
|
|
|
31
|
|
32
|
Year Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
(re-cast)
|
(re-cast)
|
|||||||||||
(In thousands, except per share amounts)
|
||||||||||||
Net sales
|
$ | 708,226 | $ | 683,231 | $ | 544,063 | ||||||
Costs and expenses
|
||||||||||||
Cost of goods sold
|
469,515 | 460,581 | 351,274 | |||||||||
Selling, general and administrative expenses
|
175,487 | 164,738 | 139,209 | |||||||||
Non-income tax contingency charge
|
— | — | 4,132 | |||||||||
CEO transition costs
|
— | — | 1,317 | |||||||||
645,002 | 625,319 | 495,932 | ||||||||||
Operating income
|
63,224 | 57,912 | 48,131 | |||||||||
Other income, net
|
3,415 | 5,050 | 2,106 | |||||||||
Interest expense
|
(4,283 | ) | (4,666 | ) | (5,225 | ) | ||||||
Interest income
|
592 | 1,081 | 1,201 | |||||||||
Income before taxes and equity in net income of associated companies
|
62,948 | 59,377 | 46,213 | |||||||||
Taxes on income before equity in net income of associated companies
|
15,575 | 14,256 | 12,616 | |||||||||
Income before equity in net income of associated companies
|
47,373 | 45,121 | 33,597 | |||||||||
Equity in net income of associated companies
|
2,867 | 3,102 | 807 | |||||||||
Net income
|
50,240 | 48,223 | 34,404 | |||||||||
Less: Net income attributable to noncontrolling interest
|
2,835 | 2,331 | 2,284 | |||||||||
Net income attributable to Quaker Chemical Corporation
|
$ | 47,405 | $ | 45,892 | $ | 32,120 | ||||||
Earnings per common share data:
|
||||||||||||
Net income attributable to Quaker Chemical Corporation Common Shareholders – basic
|
$ | 3.64 | $ | 3.71 | $ | 2.85 | ||||||
Net income attributable to Quaker Chemical Corporation Common Shareholders – diluted
|
$ | 3.63 | $ | 3.66 | $ | 2.80 |
Year Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
(re-cast)
|
(re-cast)
|
|||||||||||
(In thousands)
|
||||||||||||
Net income
|
$ | 50,240 | $ | 48,223 | $ | 34,404 | ||||||
Other comprehensive loss, net of tax
|
||||||||||||
Currency translation adjustments
|
(2,111 | ) | (9,155 | ) | 805 | |||||||
Defined benefit retirement plans
|
||||||||||||
Net loss arising during the period, other
|
(13,980 | ) | (9,698 | ) | (6,267 | ) | ||||||
Amortization of actuarial loss
|
1,852 | 1,230 | 1,832 | |||||||||
Amortization of prior service cost
|
76 | 77 | 91 | |||||||||
Amortization of initial net asset
|
— | — | (3 | ) | ||||||||
Current period change in fair value of derivatives
|
272 | 395 | 708 | |||||||||
Unrealized gain (loss) on available-for-sale securities
|
866 | (138 | ) | 248 | ||||||||
Other comprehensive loss
|
(13,025 | ) | (17,289 | ) | (2,586 | ) | ||||||
Comprehensive income
|
37,215 | 30,934 | 31,818 | |||||||||
Less: comprehensive income attributable to noncontrolling interest
|
(2,698 | ) | (1,256 | ) | (2,761 | ) | ||||||
Comprehensive income attributable to Quaker Chemical Corporation
|
$ | 34,517 | $ | 29,678 | $ | 29,057 |
December 31,
|
||||||||
2012
|
2011
|
|||||||
(re-cast)
|
||||||||
(In thousands, except par value
and share amounts)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
32,547
|
$
|
16,909
|
||||
Accounts receivable, net
|
|
154,197
|
150,676
|
|||||
Inventories
|
|
72,471
|
74,758
|
|||||
Current deferred tax assets
|
|
6,401
|
6,338
|
|||||
Prepaid expenses and other current assets
|
|
12,194
|
10,868
|
|||||
Total current assets
|
|
277,810
|
|
|
259,549
|
|||
Property, plant and equipment, net
|
|
85,112
|
82,916
|
|||||
Goodwill
|
|
59,169
|
58,152
|
|||||
Other intangible assets, net
|
|
32,809
|
31,783
|
|||||
Investments in associated companies
|
|
16,603
|
14,073
|
|||||
Non-current deferred tax assets
|
|
30,673
|
29,823
|
|||||
Other assets
|
|
34,458
|
34,856
|
|||||
Total assets
|
$
|
536,634
|
|
$
|
511,152
|
|||
|
|
|
|
|||||
LIABILITIES AND EQUITY
|
|
|
|
|||||
Current liabilities
|
|
|
|
|||||
Short-term borrowings and current portion of long-term debt
|
$
|
1,468
|
|
$
|
636
|
|||
Accounts payable
|
|
67,586
|
|
|
65,026
|
|||
Dividends payable
|
3,208
|
3,099
|
||||||
Accrued compensation
|
|
16,842
|
|
|
16,987
|
|||
Accrued pension and postretirement benefits
|
2,188
|
2,038
|
||||||
Current deferred tax liabilities
|
253
|
238
|
||||||
Other current liabilities
|
|
16,247
|
|
|
18,625
|
|||
Total current liabilities
|
|
107,792
|
|
|
106,649
|
|||
Long-term debt
|
|
30,000
|
|
|
46,701
|
|||
Non-current deferred tax liabilities
|
6,383
|
7,094
|
||||||
Accrued pension and postretirement benefits
|
|
49,916
|
|
|
34,533
|
|||
Other non-current liabilities
|
|
52,867
|
|
|
54,818
|
|||
Total liabilities
|
|
246,958
|
|
|
249,795
|
|||
Equity
|
|
|
|
|||||
Common stock $1 par value; authorized 30,000,000 shares; issued and outstanding
|
|
|
|
|||||
2012 – 13,094,901 shares; 2011 – 12,911,508 shares
|
13,095
|
12,912
|
||||||
Capital in excess of par value
|
|
94,470
|
|
|
89,725
|
|||
Retained earnings
|
|
215,390
|
|
|
180,710
|
|||
Accumulated other comprehensive loss
|
|
(41,855)
|
|
(28,967)
|
||||
Total Quaker shareholders’ equity
|
|
281,100
|
|
|
254,380
|
|||
Noncontrolling interest
|
8,576
|
6,977
|
||||||
Total equity
|
289,676
|
261,357
|
||||||
Total liabilities and equity
|
$
|
536,634
|
|
$
|
511,152
|
Year Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
(re-cast)
|
(re-cast)
|
|||||||||||
(In thousands)
|
||||||||||||
Cash flows from operating activities
|
|
|
|
|||||||||
Net income
|
$ | 50,240 | $ | 48,223 | $ | 34,404 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Depreciation
|
12,252 | 11,455 | 9,867 | |||||||||
Amortization
|
3,106 | 2,338 | 988 | |||||||||
Equity in undistributed earnings of associated companies, net of dividends
|
(2,350 | ) | (2,365 | ) | (294 | ) | ||||||
Deferred income taxes
|
2,354 | 2,431 | 1,849 | |||||||||
Uncertain tax positions (non-deferred portion)
|
(1,407 | ) | 3,673 | (1,130 | ) | |||||||
Acquisition-related fair value adjustments
|
(1,909 | ) | (2,624 | ) | — | |||||||
Deferred compensation and other, net
|
(156 | ) | 566 | (628 | ) | |||||||
Stock-based compensation
|
3,807 | 3,513 | 3,096 | |||||||||
(Gain) loss on disposal of property, plant and equipment
|
(108 | ) | (86 | ) | 32 | |||||||
Insurance settlement realized
|
(1,391 | ) | (1,840 | ) | (1,640 | ) | ||||||
Pension and other postretirement benefits
|
(1,427 | ) | (4,239 | ) | (2,636 | ) | ||||||
Increase (decrease) in cash from changes in current assets and current liabilities, net of acquisitions:
|
||||||||||||
Accounts receivable
|
779 | (31,558 | ) | (4,469 | ) | |||||||
Inventories
|
3,228 | (9,281 | ) | (7,153 | ) | |||||||
Prepaid expenses and other current assets
|
504 | (2,505 | ) | (814 | ) | |||||||
Accounts payable and accrued liabilities
|
(2,562 | ) | 4,442 | 5,511 | ||||||||
Estimated taxes on income
|
(2,067 | ) | (2,477 | ) | 564 | |||||||
Net cash provided by operating activities
|
62,893 | 19,666 | 37,547 | |||||||||
Cash flows from investing activities
|
||||||||||||
Capital expenditures
|
(12,735 | ) | (12,117 | ) | (9,354 | ) | ||||||
Payments related to acquisitions, net of cash acquired
|
(5,635 | ) | (25,477 | ) | (35,909 | ) | ||||||
Proceeds from disposition of assets
|
245 | 393 | 229 | |||||||||
Insurance settlement received and interest earned
|
69 | 80 | 5,122 | |||||||||
Change in restricted cash, net
|
1,322 | 1,760 | (1,124 | ) | ||||||||
Net cash used in investing activities
|
(16,734 | ) | (35,361 | ) | (41,036 | ) | ||||||
Cash flows from financing activities
|
||||||||||||
Net decrease in short-term borrowings
|
(315 | ) | (254 | ) | (1,456 | ) | ||||||
Proceeds from long-term debt
|
— | — | 9,841 | |||||||||
Repayment of long-term debt
|
(17,632 | ) | (27,364 | ) | (636 | ) | ||||||
Dividends paid
|
(12,616 | ) | (11,586 | ) | (10,449 | ) | ||||||
Stock options exercised, other
|
(924 | ) | 1,105 | 5,500 | ||||||||
Excess tax benefit related to stock option exercises
|
2,045 | 109 | 2,558 | |||||||||
Proceeds from sale of common stock, net of related expenses
|
— | 48,143 | — | |||||||||
Distributions to noncontrolling shareholders
|
(1,099 | ) | (1,000 | ) | (1,021 | ) | ||||||
Net cash (used in) provided by financing activities
|
(30,541 | ) | 9,153 | 4,337 | ||||||||
Effect of exchange rate changes on cash
|
20 | (2,315 | ) | (133 | ) | |||||||
Net increase (decrease) in cash and cash equivalents
|
15,638 | (8,857 | ) | 715 | ||||||||
Cash and cash equivalents at beginning of period
|
16,909 | 25,766 | 25,051 | |||||||||
Cash and cash equivalents at end of period
|
$ | 32,547 | $ | 16,909 | $ | 25,766 | ||||||
Supplemental cash flow disclosures:
|
||||||||||||
Cash paid during the year for:
|
||||||||||||
Income taxes
|
$ | 13,190 | $ | 9,110 | $ | 7,799 | ||||||
Interest
|
2,809 | 3,298 | 4,884 | |||||||||
Non-cash activities:
|
||||||||||||
Restricted insurance receivable (See also Note 18 of Notes to Consolidated Financial Statements)
|
$ | — | $ | — | $ | 5,000 | ||||||
Property, plant and equipment acquired by capital lease
|
— | — | 848 |
Accumulated
|
||||||||||||||||||||||||
Capital in
|
other
|
Non-
|
||||||||||||||||||||||
Common
|
excess of
|
Retained
|
comprehensive
|
controlling
|
||||||||||||||||||||
stock
|
par value
|
earnings
|
loss
|
interest
|
Total
|
|||||||||||||||||||
Balance at December 31, 2009 (re-cast)
|
$ | 11,086 | $ | 27,527 | $ | 125,282 | $ | (9,690 | ) | $ | 4,981 | $ | 159,186 | |||||||||||
Net income (re-cast)
|
— | — | 32,120 | — | 2,284 | 34,404 | ||||||||||||||||||
Currency translation adjustments
|
— | — | — | 328 | 477 | 805 | ||||||||||||||||||
Defined benefit retirement plans:
|
||||||||||||||||||||||||
Net loss arising during the period, other
|
— | — | — | (6,267 | ) | — | (6,267 | ) | ||||||||||||||||
Amortization of actuarial loss
|
— | — | — | 1,832 | — | 1,832 | ||||||||||||||||||
Amortization of prior service cost
|
— | — | — | 91 | — | 91 | ||||||||||||||||||
Amortization of initial net asset
|
— | — | — | (3 | ) | — | (3 | ) | ||||||||||||||||
Current period changes in fair value of derivatives
|
— | — | — | 708 | — | 708 | ||||||||||||||||||
Unrealized gain on available-for-sale securities (re-cast)
|
— | — | — | 248 | — | 248 | ||||||||||||||||||
Dividends ($0.935 per share)
|
— | — | (10,600 | ) | — | — | (10,600 | ) | ||||||||||||||||
Dividends paid to noncontrolling interests
|
— | — | — | — | (1,021 | ) | (1,021 | ) | ||||||||||||||||
Shares issued upon exercise of stock options and other
|
297 | 4,965 | — | — | — | 5,262 | ||||||||||||||||||
Shares issued for employee stock purchase plan
|
10 | 228 | — | — | — | 238 | ||||||||||||||||||
Equity based compensation plans
|
99 | 2,997 | — | — | — | 3,096 | ||||||||||||||||||
Excess tax benefit from stock option exercises
|
— | 2,558 | — | — | — | 2,558 | ||||||||||||||||||
Balance at December 31, 2010 (re-cast)
|
11,492 | 38,275 | 146,802 | (12,753 | ) | 6,721 | 190,537 | |||||||||||||||||
Net income (re-cast)
|
— | — | 45,892 | — | 2,331 | 48,223 | ||||||||||||||||||
Currency translation adjustments
|
— | — | — | (8,080 | ) | (1,075 | ) | (9,155 | ) | |||||||||||||||
Defined benefit retirement plans:
|
||||||||||||||||||||||||
Net loss arising during the period, other
|
— | — | — | (9,698 | ) | — | (9,698 | ) | ||||||||||||||||
Amortization of actuarial loss
|
— | — | — | 1,230 | — | 1,230 | ||||||||||||||||||
Amortization of prior service cost
|
— | — | — | 77 | — | 77 | ||||||||||||||||||
Current period changes in fair value of derivatives
|
— | — | — | 395 | — | 395 | ||||||||||||||||||
Unrealized loss on available-for-sale securities (re-cast)
|
— | — | — | (138 | ) | — | (138 | ) | ||||||||||||||||
Dividends ($0.95 per share)
|
— | — | (11,984 | ) | — | — | (11,984 | ) | ||||||||||||||||
Dividends paid to noncontrolling interests
|
— | — | — | — | (1,000 | ) | (1,000 | ) | ||||||||||||||||
Stock offering, net of related expenses
|
1,265 | 46,878 | — | — | — | 48,143 | ||||||||||||||||||
Shares issued upon exercise of stock options and other
|
47 | 811 | — | — | — | 858 | ||||||||||||||||||
Shares issued for employee stock purchase plan
|
8 | 239 | — | — | — | 247 | ||||||||||||||||||
Equity based compensation plans
|
100 | 3,413 | — | — | — | 3,513 | ||||||||||||||||||
Excess tax benefit from stock option exercises
|
— | 109 | — | — | — | 109 | ||||||||||||||||||
Balance at December 31, 2011 (re-cast)
|
12,912 | 89,725 | 180,710 | (28,967 | ) | 6,977 | 261,357 | |||||||||||||||||
Net income
|
— | — | 47,405 | — | 2,835 | 50,240 | ||||||||||||||||||
Currency translation adjustments
|
— | — | — | (1,974 | ) | (137 | ) | (2,111 | ) | |||||||||||||||
Defined benefit retirement plans:
|
||||||||||||||||||||||||
Net loss arising during the period, other
|
— | — | — | (13,980 | ) | — | (13,980 | ) | ||||||||||||||||
Amortization of actuarial loss
|
— | — | — | 1,852 | — | 1,852 | ||||||||||||||||||
Amortization of prior service cost
|
— | — | — | 76 | — | 76 | ||||||||||||||||||
Current period changes in fair value of derivatives
|
— | — | — | 272 | — | 272 | ||||||||||||||||||
Unrealized gain on available-for-sale securities
|
— | — | — | 866 | — | 866 | ||||||||||||||||||
Dividends ($0.975 per share)
|
— | — | (12,725 | ) | — | — | (12,725 | ) | ||||||||||||||||
Dividends paid to noncontrolling interests
|
— | — | — | — | (1,099 | ) | (1,099 | ) | ||||||||||||||||
Shares issued upon exercise of stock options and other
|
102 | (1,296 | ) | — | — | — | (1,194 | ) | ||||||||||||||||
Shares issued for employee stock purchase plan
|
7 | 263 | — | — | — | 270 | ||||||||||||||||||
Equity based compensation plans
|
74 | 3,733 | — | — | — | 3,807 | ||||||||||||||||||
Excess tax benefit from stock option exercises
|
— | 2,045 | — | — | — | 2,045 | ||||||||||||||||||
Balance at December 31, 2012
|
$ | 13,095 | $ | 94,470 | $ | 215,390 | $ | (41,855 | ) | $ | 8,576 | $ | 289,676 |
•
|
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
|
•
|
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
|
|
•
|
Level 3: Unobservable inputs that reflect the reporting entity's own assumptions.
|
•
|
Metalworking process chemicals—generally includes industrial process fluids for various heavy industrial and manufacturing applications.
|
|
•
|
Coatings—generally includes temporary and permanent coatings for metal and concrete products and chemical milling maskants.
|
|
•
|
Other chemical products—other various chemical products.
|
Fair Value Measurements at December 31, 2012
|
||||||||||||||||
Fair Value
|
Using Fair Value Hierarchy
|
|||||||||||||||
as of
|
||||||||||||||||
Assets
|
December 31, 2012
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Company-owned life insurance
|
$ | 1,653 | $ | — | $ | 1,653 | $ | — | ||||||||
Company-owned life insurance - Deferred compensation assets
|
437 | — | 437 | — | ||||||||||||
Other deferred compensation assets
|
||||||||||||||||
Large capitalization registered investment companies
|
62 | 62 | — | — | ||||||||||||
Mid capitalization registered investment companies
|
6 | 6 | — | — | ||||||||||||
Small capitalization registered investment companies
|
9 | 9 | — | — | ||||||||||||
International developed and emerging markets registered investment
|
||||||||||||||||
companies
|
37 | 37 | — | — | ||||||||||||
Fixed income registered investment companies
|
8 | 8 | — | — | ||||||||||||
Total
|
$ | 2,212 | $ | 122 | $ | 2,090 | $ | — |
Fair Value Measurements at December 31, 2012
|
||||||||||||||||
Fair Value
|
Using Fair Value Hierarchy
|
|||||||||||||||
as of
|
||||||||||||||||
Liabilities
|
December 31, 2012
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Deferred compensation liabilities
|
||||||||||||||||
Large capitalization registered investment companies
|
$ | 336 | $ | 336 | $ | — | $ | — | ||||||||
Mid capitalization registered investment companies
|
88 | 88 | — | — | ||||||||||||
Small capitalization registered investment companies
|
72 | 72 | — | — | ||||||||||||
International developed and emerging markets registered investment
|
||||||||||||||||
companies
|
187 | 187 | — | — | ||||||||||||
Fixed income registered investment companies
|
48 | 48 | — | — | ||||||||||||
Fixed general account
|
173 | — | 173 | — | ||||||||||||
Acquisition-related consideration
|
4,901 | — | — | 4,901 | ||||||||||||
Total
|
$ | 5,805 | $ | 731 | $ | 173 | $ | 4,901 |
Fair Value Measurements at December 31, 2011
|
||||||||||||||||
Fair Value
|
Using Fair Value Hierarchy
|
|||||||||||||||
as of
|
||||||||||||||||
Assets
|
December 31, 2011
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Company-owned life insurance
|
$ | 1,508 | $ | — | $ | 1,508 | $ | — | ||||||||
Company-owned life insurance - Deferred compensation assets
|
487 | — | 487 | — | ||||||||||||
Other deferred compensation assets
|
||||||||||||||||
Large capitalization registered investment companies
|
64 | 64 | — | — | ||||||||||||
Mid capitalization registered investment companies
|
4 | 4 | — | — | ||||||||||||
Small capitalization registered investment companies
|
7 | 7 | — | — | ||||||||||||
International developed and emerging markets registered investment
|
||||||||||||||||
companies
|
32 | 32 | — | — | ||||||||||||
Fixed income registered investment companies
|
8 | 8 | — | — | ||||||||||||
Total
|
$ | 2,110 | $ | 115 | $ | 1,995 | $ | — |
Fair Value Measurements at December 31, 2011
|
||||||||||||||||
Fair Value
|
Using Fair Value Hierarchy
|
|||||||||||||||
as of
|
||||||||||||||||
Liabilities
|
December 31, 2011
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Deferred compensation liabilities
|
||||||||||||||||
Large capitalization registered investment companies
|
$ | 318 | $ | 318 | $ | — | $ | — | ||||||||
Mid capitalization registered investment companies
|
83 | 83 | — | — | ||||||||||||
Small capitalization registered investment companies
|
68 | 68 | — | — | ||||||||||||
International developed and emerging markets registered investment
|
||||||||||||||||
companies
|
168 | 168 | — | — | ||||||||||||
Fixed income registered investment companies
|
50 | 50 | — | — | ||||||||||||
Fixed general account
|
177 | — | 177 | — | ||||||||||||
Interest rate derivatives
|
418 | — | 418 | — | ||||||||||||
Acquisition-related consideration
|
8,898 | — | — | 8,898 | ||||||||||||
Total
|
$ | 10,180 | $ | 687 | $ | 595 | $ | 8,898 |
Non-competition
|
||||||||||||||||||||||||
Earnout
|
Hold-back
|
Agreement
|
Hold-back
|
Hold-back
|
||||||||||||||||||||
Summit
|
Tecniquimia
|
Obligation
|
GW Smith
|
NP Coil Dexter
|
Total
|
|||||||||||||||||||
Balance at December 31, 2011
|
$ | 5,444 | $ | 1,877 | $ | 675 | $ | 902 | $ | — | $ | 8,898 | ||||||||||||
Acquisitions
|
— | — | — | — | 927 | 927 | ||||||||||||||||||
Interest accretion
|
790 | 123 | 42 | 98 | 71 | 1,124 | ||||||||||||||||||
Change in fair value estimate
|
(1,737 | ) | — | — | — | (1,033 | ) | (2,770 | ) | |||||||||||||||
Payments
|
— | (2,000 | ) | (313 | ) | (1,000 | ) | — | (3,313 | ) | ||||||||||||||
Currency exchange adjustment
|
— | — | — | — | 35 | 35 | ||||||||||||||||||
Balance at December 31, 2012
|
$ | 4,497 | $ | — | $ | 404 | $ | — | $ | — | $ | 4,901 |
Fair value at December 31, 2012
|
Valuation technique
|
Unobservable input
|
Input value
|
||||||
Summit earnout
|
4,497
|
Discounted cash flow
|
Discount rate
|
14.5%
|
|||||
Non-competition agreement obligation
|
404
|
Discounted cash flow
|
Discount rate
|
14.0%
|
Fair Value
|
|||||||||
Consolidated Balance Sheet
|
December 31, | ||||||||
Location
|
2012
|
2011
|
|||||||
Derivatives designated as cash flow hedges:
|
|||||||||
Interest rate swaps
|
Other current liabilities
|
$ | — | $ | 418 | ||||
$ | — | $ | 418 |
Cash Flow Hedges
|
||||||||||||
Interest Rate Swaps
|
||||||||||||
For the Years Ended
December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Amount of Gain Recognized in
|
||||||||||||
Accumulated OCI on Derivative (Effective Portion)
|
$ | 272 | $ | 395 | $ | 708 | ||||||
Amount and Location of Loss Reclassified from
|
||||||||||||
Accumulated OCI into Income (Effective Portion)
|
Interest Expense
|
$ | (392 | ) | $ | (660 | ) | $ | (1,590 | ) | ||
Amount and Location of Loss Recognized in Income on Derivative
|
||||||||||||
(Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
Other Income
|
$ | — | $ | — | $ | — |
Income Statement:
|
2011
|
2010
|
||||||
Equity in net income of associated companies
|
$ | 2,323 | $ | 313 | ||||
Net income attributable to Quaker Chemical Corporation
|
$ | 2,323 | $ | 313 | ||||
Net income attributable to Quaker Chemical Corporation Common Shareholders - Diluted
|
$ | 0.19 | $ | 0.03 | ||||
Balance Sheet:
|
||||||||
Investments in associated companies
|
$ | 6,131 | $ | 3,938 | ||||
Other assets
|
(500 | ) | (500 | ) | ||||
Total assets
|
$ | 5,631 | $ | 3,438 | ||||
Retained earnings
|
$ | 4,778 | $ | 2,455 | ||||
Accumulated other comprehensive loss
|
853 | 983 | ||||||
Total equity
|
$ | 5,631 | $ | 3,438 |
December 31,
|
||||||||
2012
|
2011
|
|||||||
Current Assets
|
$ | 28,602 | $ | 32,998 | ||||
Noncurrent Assets
|
2,402 | 845 | ||||||
Current Liabilities
|
15,158 | 17,793 | ||||||
Noncurrent Liabilities
|
248 | 359 |
Year Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Net Sales
|
$ | 55,963 | $ | 66,925 | $ | 65,592 | ||||||
Gross Margin
|
18,480 | 22,092 | 24,810 | |||||||||
Operating Income
|
4,224 | 4,769 | 5,211 | |||||||||
Net Income
|
2,118 | 1,696 | 1,071 |
December 31,
|
||||||||
2012
|
2011
|
|||||||
Total Assets
|
$ | 130,816 | $ | 131,172 | ||||
Total Liabilities
|
97,754 | 104,310 |
Year Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Revenue
|
$ | 8,473 | $ | 11,523 | $ | 3,317 | ||||||
Income Before Income Taxes
|
8,901 | 14,837 | 2,178 | |||||||||
Net Income
|
6,031 | 9,941 | 1,596 |
Exchange
|
||||||||||||||||||||
Charged
|
Rate
|
|||||||||||||||||||
Balance at
|
to Costs
|
Write-Offs
|
Changes
|
Balance
|
||||||||||||||||
Beginning
|
and
|
Charged to
|
And Other
|
at End
|
||||||||||||||||
of Period
|
Expenses
|
Allowance
|
Adjustments
|
of Period
|
||||||||||||||||
ALLOWANCE FOR DOUBTFUL ACCOUNTS
|
||||||||||||||||||||
Year ended December 31, 2012
|
$ | 4,569 | $ | 2,072 | $ | (737 | ) | $ | 495 | $ | 6,399 | |||||||||
Year ended December 31, 2011
|
$ | 4,278 | $ | 855 | $ | (607 | ) | $ | 43 | $ | 4,569 | |||||||||
Year ended December 31, 2010
|
$ | 4,002 | $ | 860 | $ | (538 | ) | $ | (46 | ) | $ | 4,278 |
December 31,
|
||||||||
2012
|
2011
|
|||||||
Raw materials and supplies
|
$ | 40,417 | $ | 41,771 | ||||
Work in process and finished goods
|
32,054 | 32,987 | ||||||
$ | 72,471 | $ | 74,758 |
December 31,
|
||||||||
2012
|
2011
|
|||||||
Non-income taxes
|
$ | 6,364 | $ | 5,683 | ||||
Present value of acquisition-related liabilities
|
— | 2,779 | ||||||
Professional fees
|
2,083 | 2,279 | ||||||
Selling expenses
|
2,205 | 1,858 | ||||||
Legal
|
1,018 | 1,420 | ||||||
Freight
|
1,120 | 1,212 | ||||||
Current portion of interest rate swaps
|
— | 418 | ||||||
Other
|
3,457 | 2,976 | ||||||
Total
|
$ | 16,247 | $ | 18,625 |
December 31,
|
||||||||
2012
|
2011
|
|||||||
Land
|
$ | 8,346 | $ | 8,198 | ||||
Building and improvements
|
72,292 | 71,029 | ||||||
Machinery and equipment
|
134,754 | 130,939 | ||||||
Construction in progress
|
9,785 | 4,529 | ||||||
225,177 | 214,695 | |||||||
Less accumulated depreciation
|
(140,065 | ) | (131,779 | ) | ||||
$ | 85,112 | $ | 82,916 |
For the year ended December 31,
|
||||
2013
|
$ | 291 | ||
2014
|
147 | |||
2015
|
99 | |||
2016
|
65 | |||
2017
|
58 | |||
2018 and beyond
|
— | |||
Total net minimum lease payments
|
660 | |||
Less amount representing interest
|
(48 | ) | ||
Present value of net minimum lease payments
|
$ | 612 |
Year Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Current:
|
||||||||||||
Federal
|
$ | 3,318 | $ | 3,485 | $ | 1,429 | ||||||
State
|
(69 | ) | 385 | 195 | ||||||||
Foreign
|
9,972 | 7,955 | 9,143 | |||||||||
13,221 | 11,825 | 10,767 | ||||||||||
Deferred:
|
||||||||||||
Federal
|
4,409 | 2,022 | 1,204 | |||||||||
State
|
(794 | ) | — | — | ||||||||
Foreign
|
(1,261 | ) | 409 | 645 | ||||||||
Total
|
$ | 15,575 | $ | 14,256 | $ | 12,616 |
Year Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Domestic
|
$ | 26,520 | $ | 24,071 | $ | 9,482 | ||||||
Foreign
|
36,428 | 35,306 | 36,731 | |||||||||
Total
|
$ | 62,948 | $ | 59,377 | $ | 46,213 |
2012
|
2011
|
|||||||||||||||
Current
|
Non-current
|
Current
|
Non-current
|
|||||||||||||
Retirement benefits
|
$ | 614 | $ | 14,397 | $ | 808 | $ | 9,907 | ||||||||
Allowance for doubtful accounts
|
1,984 | — | 755 | — | ||||||||||||
Insurance and litigation reserves
|
580 | 260 | 683 | 424 | ||||||||||||
Postretirement benefits
|
— | 2,543 | — | 2,259 | ||||||||||||
Supplemental retirement benefits
|
— | 2,501 | 69 | 2,303 | ||||||||||||
Performance incentives
|
3,002 | 520 | 3,139 | 383 | ||||||||||||
Equity-based compensation
|
349 | 395 | 239 | 449 | ||||||||||||
Alternative minimum tax carryforward
|
— | — | — | 447 | ||||||||||||
Insurance settlement
|
10 | 9,425 | 26 | 9,698 | ||||||||||||
Operating loss carryforward
|
— | 9,425 | — | 3,010 | ||||||||||||
Uncertain tax positions
|
— | 7,700 | — | 7,911 | ||||||||||||
Interest rate swaps and other
|
679 | 1,039 | 786 | 216 | ||||||||||||
7,218 | 48,205 | 6,505 | 37,007 | |||||||||||||
Valuation allowance
|
(710 | ) | (7,148 | ) | — | (1,377 | ) | |||||||||
Total deferred income tax assets, net
|
$ | 6,508 | $ | 41,057 | $ | 6,505 | $ | 35,630 | ||||||||
Depreciation
|
— | 5,069 | — | 3,123 | ||||||||||||
Europe pension and other
|
— | 2,552 | — | 2,481 | ||||||||||||
Amortization and other
|
360 | 9,146 | 405 | 7,297 | ||||||||||||
Total deferred income tax liabilities
|
$ | 360 | $ | 16,767 | $ | 405 | $ | 12,901 |
Effect of
|
||||||||||||||||||||
Balance at
|
Additional
|
Allowance
|
Exchange
|
Balance
|
||||||||||||||||
Beginning
|
Valuation
|
Utilization
|
Rate
|
at End
|
||||||||||||||||
of Period
|
Allowance
|
and Other
|
Changes
|
of Period
|
||||||||||||||||
VALUATION ALLOWANCE
|
||||||||||||||||||||
Year ended December 31, 2012
|
$ | 1,377 | $ | 6,594 | $ | (34 | ) | $ | (79 | ) | $ | 7,858 | ||||||||
Year ended December 31, 2011
|
$ | 4,923 | $ | 348 | $ | (3,753 | ) | $ | (141 | ) | $ | 1,377 | ||||||||
Year ended December 31, 2010
|
$ | 5,666 | $ | 38 | $ | (769 | ) | $ | (12 | ) | $ | 4,923 |
2012
|
2011
|
|||||||
Current deferred tax assets
|
$ | 6,401 | $ | 6,338 | ||||
Non-current deferred tax assets
|
30,673 | 29,823 | ||||||
Current deferred tax liabilities
|
253 | 238 | ||||||
Non-current deferred tax liabilities
|
6,383 | 7,094 | ||||||
Net deferred tax asset
|
$ | 30,438 | $ | 28,829 |
2012
|
2011
|
2010
|
||||||||||
Income tax provision at the Federal statutory tax rate
|
$ | 22,032 | $ | 20,782 | $ | 16,175 | ||||||
Differences in tax rates on foreign earnings and
|
||||||||||||
remittances
|
(3,207 | ) | (3,692 | ) | (2,546 | ) | ||||||
Foreign dividends
|
815 | 735 | 15,645 | |||||||||
Excess foreign tax credit utilization
|
(2,237 | ) | (2,493 | ) | (15,198 | ) | ||||||
Research and development activities credit utilization
|
— | (1,348 | ) | — | ||||||||
Uncertain tax positions
|
(1,196 | ) | 701 | (1,130 | ) | |||||||
Domestic production activities deduction
|
(402 | ) | — | (932 | ) | |||||||
State income tax provisions, net
|
(45 | ) | 250 | 127 | ||||||||
Non-deductible entertainment and business meals
|
||||||||||||
expense
|
200 | 166 | 152 | |||||||||
Non-taxable gain on acquisition
|
— | (951 | ) | — | ||||||||
Miscellaneous items, net
|
(385 | ) | 106 | 323 | ||||||||
Taxes on income
|
$ | 15,575 | $ | 14,256 | $ | 12,616 |
2012
|
2011
|
2010
|
||||||||||
Unrecognized tax benefits at January 1
|
$ | 12,719 | $ | 10,464 | $ | 10,686 | ||||||
Increase in unrecognized tax benefits taken in prior periods
|
— | 1,597 | — | |||||||||
(Decrease) in unrecognized tax benefits taken in prior periods
|
(411 | ) | — | — | ||||||||
Increase in unrecognized tax benefits taken in current period
|
1,733 | 2,623 | 2,249 | |||||||||
(Decrease) in unrecognized tax benefits due to lapse of statute of limitations
|
(1,837 | ) | (1,578 | ) | (1,828 | ) | ||||||
Increase (decrease) due to foreign exchange rates
|
206 | (387 | ) | (643 | ) | |||||||
Unrecognized tax benefits at December 31
|
$ | 12,410 | $ | 12,719 | $ | 10,464 |
Other
|
||||||||||||||||||||||||||||||||
Pension Benefits
|
Postretirement
Benefits
|
|||||||||||||||||||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||||||||||||||||||
Foreign
|
Domestic
|
Total
|
Foreign
|
Domestic
|
Total
|
Domestic
|
Domestic
|
|||||||||||||||||||||||||
Change in benefit obligation
|
||||||||||||||||||||||||||||||||
Benefit obligation at beginning of year
|
$ | 61,581 | $ | 66,226 | $ | 127,807 | $ | 53,250 | $ | 63,125 | $ | 116,375 | $ | 7,202 | $ | 7,815 | ||||||||||||||||
Service cost
|
2,004 | 460 | 2,464 | 1,890 | 400 | 2,290 | 46 | 16 | ||||||||||||||||||||||||
Interest cost
|
3,020 | 2,803 | 5,823 | 3,037 | 3,145 | 6,182 | 283 | 331 | ||||||||||||||||||||||||
Employee contributions
|
101 | — | 101 | 104 | — | 104 | — | — | ||||||||||||||||||||||||
Benefits paid
|
(1,973 | ) | (4,668 | ) | (6,641 | ) | (1,734 | ) | (4,423 | ) | (6,157 | ) | (728 | ) | (793 | ) | ||||||||||||||||
Plan expenses and premiums paid
|
(331 | ) | (225 | ) | (556 | ) | (272 | ) | (200 | ) | (472 | ) | — | — | ||||||||||||||||||
Actuarial loss (gain)
|
14,874 | 5,811 | 20,685 | 4,799 | 4,179 | 8,978 | 514 | (167 | ) | |||||||||||||||||||||||
Translation difference and other
|
2,004 | — | 2,004 | 507 | — | 507 | — | — | ||||||||||||||||||||||||
Benefit obligation at end of year
|
$ | 81,280 | $ | 70,407 | $ | 151,687 | $ | 61,581 | $ | 66,226 | $ | 127,807 | $ | 7,317 | $ | 7,202 | ||||||||||||||||
Change in plan assets
|
||||||||||||||||||||||||||||||||
Fair value of plan assets at beginning of
|
||||||||||||||||||||||||||||||||
year
|
$ | 54,968 | $ | 43,470 | $ | 98,438 | $ | 52,873 | $ | 43,103 | $ | 95,976 | $ | — | $ | — | ||||||||||||||||
Actual return on plan assets
|
2,972 | 4,466 | 7,438 | 1,984 | 178 | 2,162 | — | — | ||||||||||||||||||||||||
Employer contributions
|
3,842 | 2,948 | 6,790 | 3,504 | 4,812 | 8,316 | 728 | 793 | ||||||||||||||||||||||||
Employee contributions
|
101 | — | 101 | 104 | — | 104 | — | — | ||||||||||||||||||||||||
Benefits paid
|
(1,973 | ) | (4,668 | ) | (6,641 | ) | (1,734 | ) | (4,423 | ) | (6,157 | ) | (728 | ) | (793 | ) | ||||||||||||||||
Plan expenses and premiums paid
|
(331 | ) | (225 | ) | (556 | ) | (272 | ) | (200 | ) | (472 | ) | — | — | ||||||||||||||||||
Translation difference
|
1,330 | — | 1,330 | (1,491 | ) | — | (1,491 | ) | — | — | ||||||||||||||||||||||
Fair value of plan assets at end of year
|
$ | 60,909 | $ | 45,991 | $ | 106,900 | $ | 54,968 | $ | 43,470 | $ | 98,438 | $ | — | $ | — | ||||||||||||||||
Net amount recognized
|
$ | (20,371 | ) | $ | (24,416 | ) | $ | (44,787 | ) | $ | (6,613 | ) | $ | (22,756 | ) | $ | (29,369 | ) | $ | (7,317 | ) | $ | (7,202 | ) | ||||||||
Amounts recognized in the balance sheet
|
||||||||||||||||||||||||||||||||
consist of:
|
||||||||||||||||||||||||||||||||
Current liabilities
|
$ | (892 | ) | $ | (577 | ) | $ | (1,469 | ) | $ | (706 | ) | $ | (585 | ) | $ | (1,291 | ) | $ | (719 | ) | $ | (747 | ) | ||||||||
Non-current liabilities
|
(19,479 | ) | (23,839 | ) | (43,318 | ) | (5,907 | ) | (22,171 | ) | (28,078 | ) | (6,598 | ) | (6,455 | ) | ||||||||||||||||
Net amount recognized
|
$ | (20,371 | ) | $ | (24,416 | ) | $ | (44,787 | ) | $ | (6,613 | ) | $ | (22,756 | ) | $ | (29,369 | ) | $ | (7,317 | ) | $ | (7,202 | ) | ||||||||
Amounts not yet reflected in net periodic
|
||||||||||||||||||||||||||||||||
benefit costs and included in
|
||||||||||||||||||||||||||||||||
accumulated other comprehensive
|
||||||||||||||||||||||||||||||||
loss:
|
||||||||||||||||||||||||||||||||
Prior service cost
|
$ | (62 | ) | $ | (460 | ) | $ | (522 | ) | $ | (90 | ) | $ | (542 | ) | $ | (632 | ) | $ | — | $ | — | ||||||||||
Accumulated loss
|
(29,227 | ) | (35,929 | ) | (65,156 | ) | (15,112 | ) | (33,160 | ) | (48,272 | ) | (2,107 | ) | (1,709 | ) | ||||||||||||||||
Accumulated other comprehensive
|
||||||||||||||||||||||||||||||||
loss (AOCI)
|
(29,289 | ) | (36,389 | ) | (65,678 | ) | (15,202 | ) | (33,702 | ) | (48,904 | ) | (2,107 | ) | (1,709 | ) | ||||||||||||||||
Cumulative employer contributions
|
||||||||||||||||||||||||||||||||
in excess of net period benefit cost
|
8,918 | 11,973 | 20,891 | 8,589 | 10,946 | 19,535 | (5,210 | ) | (5,493 | ) | ||||||||||||||||||||||
Net amount recognized
|
$ | (20,371 | ) | $ | (24,416 | ) | $ | (44,787 | ) | $ | (6,613 | ) | $ | (22,756 | ) | $ | (29,369 | ) | $ | (7,317 | ) | $ | (7,202 | ) |
2012
|
2011
|
|||||||||||||||||||||||
Foreign
|
Domestic
|
Total
|
Foreign
|
Domestic
|
Total
|
|||||||||||||||||||
Projected benefit obligation
|
$ | 81,280 | $ | 70,407 | $ | 151,687 | $ | 14,672 | $ | 66,226 | $ | 80,898 | ||||||||||||
Accumulated benefit obligation
|
75,885 | 69,951 | 145,836 | 13,630 | 65,820 | 79,450 | ||||||||||||||||||
Fair value of plan assets
|
60,909 | 45,991 | 106,900 | 8,172 | 43,470 | 51,642 |
2012
|
2011
|
|||||||||||||||||||||||
Foreign
|
Domestic
|
Total
|
Foreign
|
Domestic
|
Total
|
|||||||||||||||||||
Projected benefit obligation
|
$ | 81,280 | $ | 70,407 | $ | 151,687 | $ | 61,581 | $ | 66,226 | $ | 127,807 | ||||||||||||
Fair value of plan assets
|
60,909 | 45,991 | 106,900 | 54,968 | 43,470 | 98,438 |
2012
|
2011
|
|||||||||||||||||||||||
Foreign
|
Domestic
|
Total
|
Foreign
|
Domestic
|
Total
|
|||||||||||||||||||
Service cost
|
$ | 2,004 | $ | 460 | $ | 2,464 | $ | 1,890 | $ | 400 | $ | 2,290 | ||||||||||||
Interest cost
|
3,020 | 2,803 | 5,823 | 3,037 | 3,145 | 6,182 | ||||||||||||||||||
Expected return on plan assets
|
(1,995 | ) | (3,481 | ) | (5,476 | ) | (2,349 | ) | (3,592 | ) | (5,941 | ) | ||||||||||||
Other, amortization, net
|
620 | 2,139 | 2,759 | 265 | 1,636 | 1,901 | ||||||||||||||||||
Net periodic benefit cost
|
$ | 3,649 | $ | 1,921 | $ | 5,570 | $ | 2,843 | $ | 1,589 | $ | 4,432 |
2010
|
||||||||||||
Foreign
|
Domestic
|
Total
|
||||||||||
Service cost
|
$ | 1,606 | $ | 368 | $ | 1,974 | ||||||
Interest cost
|
2,587 | 3,385 | 5,972 | |||||||||
Expected return on plan assets
|
(2,135 | ) | (3,307 | ) | (5,442 | ) | ||||||
Settlement charge
|
— | 1,317 | 1,317 | |||||||||
Curtailment charge
|
— | 19 | 19 | |||||||||
Other, amortization, net
|
36 | 1,516 | 1,552 | |||||||||
Net periodic benefit cost
|
$ | 2,094 | $ | 3,298 | $ | 5,392 |
2012
|
2011
|
|||||||||||||||||||||||
Foreign
|
Domestic
|
Total
|
Foreign
|
Domestic
|
Total
|
|||||||||||||||||||
Net loss arising during the period
|
$ | 13,897 | $ | 4,826 | $ | 18,723 | $ | 5,164 | $ | 7,593 | $ | 12,757 | ||||||||||||
Recognition of amortization in net periodic
|
||||||||||||||||||||||||
benefit cost
|
||||||||||||||||||||||||
Prior service cost
|
(30 | ) | (82 | ) | (112 | ) | (32 | ) | (82 | ) | (114 | ) | ||||||||||||
Actuarial loss
|
(590 | ) | (2,057 | ) | (2,647 | ) | (234 | ) | (1,554 | ) | (1,788 | ) | ||||||||||||
Effect of exchange rates on amounts included in
|
||||||||||||||||||||||||
AOCI
|
809 | — | 809 | (793 | ) | — | (793 | ) | ||||||||||||||||
Total recognized in other comprehensive income
|
14,086 | 2,687 | 16,773 | 4,105 | 5,957 | 10,062 | ||||||||||||||||||
Total recognized in net periodic benefit cost and
|
||||||||||||||||||||||||
other comprehensive loss
|
$ | 17,735 | $ | 4,608 | $ | 22,343 | $ | 6,948 | $ | 7,546 | $ | 14,494 |
2010
|
||||||||||||
Foreign
|
Domestic
|
Total
|
||||||||||
Net loss arising during period
|
$ | 4,100 | $ | 3,204 | $ | 7,304 | ||||||
Recognition of amortization in net periodic benefit cost
|
||||||||||||
Transition asset
|
4 | — | 4 | |||||||||
Prior service cost
|
(30 | ) | (104 | ) | (134 | ) | ||||||
Actuarial loss
|
(10 | ) | (2,747 | ) | (2,757 | ) | ||||||
Effect of exchange rates on amounts included in AOCI
|
(259 | ) | — | (259 | ) | |||||||
Total recognized in other comprehensive loss
|
3,805 | 353 | 4,158 | |||||||||
Total recognized in net periodic benefit cost and other
|
||||||||||||
comprehensive loss
|
$ | 5,899 | $ | 3,651 | $ | 9,550 |
2012
|
2011
|
2010
|
||||||||||
Service cost
|
$ | 46 | $ | 16 | $ | 16 | ||||||
Interest cost and other
|
398 | 331 | 462 | |||||||||
Net periodic benefit costs
|
$ | 444 | $ | 347 | $ | 478 |
2012
|
2011
|
2010
|
||||||||||
Net loss (gain) arising during period
|
$ | 514 | $ | (167 | ) | $ | 747 | |||||
Amortization of actuarial loss in net periodic benefit costs
|
(116 | ) | (75 | ) | (62 | ) | ||||||
Total recognized in other comprehensive loss (income)
|
398 | (242 | ) | 685 | ||||||||
Total recognized in net periodic benefit cost and other
|
||||||||||||
comprehensive loss
|
$ | 842 | $ | 105 | $ | 1,163 |
Pension Plans
|
Other Postretirement
|
|||||||||||||||
Foreign
|
Domestic
|
Total
|
Benefits
|
|||||||||||||
Actuarial loss
|
$ | 1,474 | $ | 2,488 | $ | 3,962 | $ | 186 | ||||||||
Prior service cost
|
30 | 82 | 112 | — | ||||||||||||
$ | 1,504 | $ | 2,570 | $ | 4,074 | $ | 186 |
Other Postretirement
|
||||||||||||
Pension Benefits
|
Benefits
|
|||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||
U.S. Plans:
|
||||||||||||
Discount rate
|
3.52%
|
4.41%
|
3.20%
|
4.15%
|
||||||||
Rate of compensation increase
|
3.40%
|
3.40%
|
N/A
|
N/A
|
||||||||
Foreign Plans:
|
||||||||||||
Discount rate
|
3.94%
|
4.99%
|
N/A
|
N/A
|
||||||||
Rate of compensation increase
|
3.60%
|
3.58%
|
N/A
|
N/A
|
Other Postretirement
|
||||||||||||
Pension Benefits
|
Benefits
|
|||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||
U.S. Plans:
|
||||||||||||
Discount rate
|
4.41%
|
5.20%
|
4.15%
|
4.80%
|
||||||||
Expected long-term return on plan assets
|
8.25%
|
8.25%
|
N/A
|
N/A
|
||||||||
Rate of compensation increase
|
3.40%
|
3.40%
|
N/A
|
N/A
|
||||||||
Foreign Plans:
|
||||||||||||
Discount rate
|
4.99%
|
5.49%
|
N/A
|
N/A
|
||||||||
Expected long-term return on plan assets
|
3.51%
|
4.11%
|
N/A
|
N/A
|
||||||||
Rate of compensation increase
|
3.58%
|
3.66%
|
N/A
|
N/A
|
||||||||
2012
|
2011
|
||||
Health care cost trend rate for next year
|
7.30%
|
7.50%
|
|||
Rate to which the cost trend rate is assumed to decline
|
|||||
(the ultimate trend rate)
|
4.50%
|
4.50%
|
|||
Year that the rate reaches the ultimate trend rate
|
2027
|
2027
|
1% point
|
1% point
|
|||||||
Increase
|
Decrease
|
|||||||
Effect on total service and interest cost
|
$ | 29 | $ | (25 | ) | |||
Effect on postretirement benefit obligations
|
634 | (554 | ) |
Target
|
2012
|
2011
|
|||||||||
Asset Category
|
|||||||||||
U.S. Plans
|
|||||||||||
Equity securities
|
61%
|
58%
|
52%
|
||||||||
Debt securities
|
32%
|
40%
|
39%
|
||||||||
Other
|
7%
|
2%
|
9%
|
||||||||
Total
|
100%
|
100%
|
100%
|
||||||||
Foreign Plans
|
|||||||||||
Equity securities and other
|
18%
|
17%
|
17%
|
||||||||
Debt securities
|
82%
|
83%
|
83%
|
||||||||
Total
|
100%
|
100%
|
100%
|
Fair Value Measurements at December 31, 2012
|
||||||||||||||||
Fair Value as of
|
Using Fair Value Hierarchy
|
|||||||||||||||
U.S. Pension Assets
|
December 31, 2012
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Cash and cash equivalents
|
$ | 905 | $ | 905 | $ | — | $ | — | ||||||||
Large capitalization common stock
|
12,195 | 12,195 | — | — | ||||||||||||
Large capitalization registered investment companies
|
6,551 | 6,551 | — | — | ||||||||||||
Small capitalization common stock
|
539 | 539 | — | — | ||||||||||||
Small capitalization registered investment companies
|
1,910 | 1,910 | — | — | ||||||||||||
International developed and emerging markets registered
|
||||||||||||||||
investment companies
|
3,107 | 3,107 | — | — | ||||||||||||
International developed and emerging markets common stock
|
2,527 | 2,527 | — | — | ||||||||||||
Fixed income corporate securities
|
10,297 | 10,297 | — | — | ||||||||||||
Fixed income registered investment companies
|
6,483 | 6,483 | — | — | ||||||||||||
U.S. and foreign government fixed income securities
|
12 | 12 | — | — | ||||||||||||
Pooled separate accounts
|
1,465 | — | 1,465 | — | ||||||||||||
Total U.S. pension plan assets
|
$ | 45,991 | $ | 44,526 | $ | 1,465 | $ | — | ||||||||
Foreign Pension Assets
|
||||||||||||||||
Cash and cash equivalents
|
$ | 96 | $ | 96 | $ | — | $ | — | ||||||||
Insurance contract (underlying notional investments in
|
||||||||||||||||
debt and equity securities)
|
51,146 | — | — | 51,146 | ||||||||||||
Diversified equity securities - registered investment companies
|
5,072 | — | 5,072 | — | ||||||||||||
Fixed income registered investment companies
|
4,207 | — | 4,207 | — | ||||||||||||
Real estate registered investment companies
|
388 | — | — | 388 | ||||||||||||
Total foreign pension assets
|
$ | 60,909 | $ | 96 | $ | 9,279 | $ | 51,534 | ||||||||
Total pension assets at fair value
|
$ | 106,900 | $ | 44,622 | $ | 10,744 | $ | 51,534 |
Fair Value Measurements at December 31, 2011
|
||||||||||||||||
Fair Value as of
|
Using Fair Value Hierarchy
|
|||||||||||||||
U.S. Pension Assets
|
December 31, 2011
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Cash and cash equivalents
|
$ | 4,066 | $ | 4,066 | $ | — | $ | — | ||||||||
Large capitalization common stock
|
11,260 | 11,260 | — | — | ||||||||||||
Large capitalization registered investment companies
|
5,629 | 5,629 | — | — | ||||||||||||
Small capitalization common stock
|
389 | 389 | — | — | ||||||||||||
Small capitalization registered investment companies
|
1,641 | 1,641 | — | — | ||||||||||||
International developed and emerging markets registered
|
||||||||||||||||
investment companies
|
3,848 | 3,848 | — | — | ||||||||||||
Fixed income corporate securities
|
9,480 | 9,480 | — | — | ||||||||||||
Fixed income registered investment companies
|
5,743 | 5,743 | — | — | ||||||||||||
Pooled separate accounts
|
1,414 | — | 1,414 | — | ||||||||||||
Total U.S. pension plan assets
|
$ | 43,470 | $ | 42,056 | $ | 1,414 | $ | — | ||||||||
Foreign Pension Assets
|
||||||||||||||||
Cash and cash equivalents
|
$ | 203 | $ | 203 | $ | — | $ | — | ||||||||
Insurance contract (underlying notional investments in
|
||||||||||||||||
debt and equity securities)
|
46,797 | — | — | 46,797 | ||||||||||||
Diversified equity securities - registered investment companies
|
4,130 | — | 4,130 | — | ||||||||||||
Fixed income registered investment companies
|
3,475 | — | 3,475 | — | ||||||||||||
Real estate registered investment companies
|
363 | — | — | 363 | ||||||||||||
Total foreign pension assets
|
$ | 54,968 | $ | 203 | $ | 7,605 | $ | 47,160 | ||||||||
Total pension assets at fair value
|
$ | 98,438 | $ | 42,259 | $ | 9,019 | $ | 47,160 |
Insurance
|
Real Estate
|
|||||||||||
Contract
|
Fund
|
Total
|
||||||||||
Balance at December 31, 2010
|
$ | 45,334 | $ | 339 | $ | 45,673 | ||||||
Purchases
|
2,592 | — | 2,592 | |||||||||
Settlements
|
(1,376 | ) | — | (1,376 | ) | |||||||
Unrealized gains
|
1,738 | 24 | 1,762 | |||||||||
Currency translation adjustment
|
(1,491 | ) | — | (1,491 | ) | |||||||
Balance at December 31, 2011
|
46,797 | 363 | 47,160 | |||||||||
Purchases
|
2,997 | — | 2,997 | |||||||||
Settlements
|
(1,466 | ) | — | (1,466 | ) | |||||||
Unrealized gains
|
1,854 | 10 | 1,864 | |||||||||
Currency translation adjustment
|
964 | 15 | 979 | |||||||||
Balance at December 31, 2012
|
$ | 51,146 | $ | 388 | $ | 51,534 |
Other
|
||||||||||||||||
Pension Benefits
|
Postretirement
|
|||||||||||||||
Foreign
|
Domestic
|
Total
|
Benefits
|
|||||||||||||
2013
|
$ | 2,419 | $ | 4,885 | $ | 7,304 | $ | 719 | ||||||||
2014
|
2,248 | 4,780 | 7,028 | 697 | ||||||||||||
2015
|
1,767 | 4,442 | 6,209 | 634 | ||||||||||||
2016
|
2,265 | 4,468 | 6,733 | 611 | ||||||||||||
2017
|
2,224 | 4,311 | 6,535 | 594 | ||||||||||||
2018 and beyond
|
16,028 | 21,308 | 37,336 | 2,527 |
December 31,
|
||||||||
2012
|
2011
|
|||||||
Industrial development authority monthly 5.60% fixed rate demand bond maturing 2018
|
$ | 5,000 | $ | 5,000 | ||||
Industrial development authority monthly 5.26% fixed rate demand bond maturing 2028
|
10,000 | 10,000 | ||||||
Credit facilities (1.96% weighted average borrowing rate at December 31, 2012)
|
12,200 | 28,500 | ||||||
Ohio Department of Development term loan (see below)
|
2,754 | 3,076 | ||||||
Other debt obligations (including capital leases)
|
1,514 | 761 | ||||||
31,468 | 47,337 | |||||||
Short-term debt
|
(867 | ) | — | |||||
Current portion of long-term debt
|
(601 | ) | (636 | ) | ||||
$ | 30,000 | $ | 46,701 |
2013
|
$ | 1,468 | ||
2014
|
12,667 | |||
2015
|
425 | |||
2016
|
398 | |||
2017
|
395 | |||
2018 and beyond
|
$ | 16,115 |
December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Stock options
|
$ | 542 | $ | 482 | $ | 404 | ||||||
Nonvested stock awards and restricted stock units
|
1,504 | 1,430 | 1,096 | |||||||||
Employee stock purchase plan
|
48 | 44 | 42 | |||||||||
Non-elective and elective 401(k) matching contribution in stock
|
1,653 | 1,497 | 1,424 | |||||||||
Director stock ownership plan
|
60 | 60 | 130 | |||||||||
Total share-based compensation expense
|
$ | 3,807 | $ | 3,513 | $ | 3,096 |
2012
|
2011
|
|||||||||||
Weighted
|
Weighted
|
Weighted
|
Weighted
|
|||||||||
Average
|
Average
|
Average
|
Average
|
|||||||||
Exercise
|
Remaining
|
Exercise
|
Remaining
|
|||||||||
Number of
|
Price
|
Contractual
|
Number of
|
Price
|
Contractual
|
|||||||
Shares
|
per Share
|
Term (years)
|
Shares
|
per Share
|
Term (years)
|
|||||||
Options outstanding at January 1,
|
253,342
|
$
|
16.43
|
303,444
|
$
|
14.19
|
||||||
Options granted
|
40,157
|
38.57
|
36,835
|
37.37
|
||||||||
Options exercised
|
(177,574)
|
11.87
|
(75,919)
|
18.02
|
||||||||
Options forfeited
|
(8,470)
|
29.32
|
(11,018)
|
13.67
|
||||||||
Options outstanding at December 31,
|
107,455
|
$
|
31.23
|
5.1
|
253,342
|
$
|
16.43
|
4.7
|
||||
Options exercisable at December 31,
|
17,360
|
$
|
28.81
|
4.4
|
98,239
|
$
|
11.83
|
4.3
|
Number
|
Weighted
|
Weighted
|
Number
|
Weighted
|
|||||||||
Outstanding
|
Average
|
Average
|
Exercisable
|
Average
|
|||||||||
Range of
|
at
|
Contractual
|
Exercise
|
at
|
Exercise
|
||||||||
Exercise Prices
|
12/31/2012
|
Life
|
Price
|
12/31/2012
|
Price
|
||||||||
$
|
—
|
-
|
$
|
10.00
|
—
|
—
|
$
|
—
|
—
|
$
|
—
|
||
$
|
10.01
|
-
|
$
|
20.00
|
38,139
|
4.0
|
18.85
|
8,073
|
18.97
|
||||
$
|
20.01
|
-
|
$
|
30.00
|
—
|
—
|
—
|
—
|
—
|
||||
$
|
30.01
|
-
|
$
|
40.00
|
67,124
|
5.7
|
37.77
|
9,287
|
37.37
|
||||
$
|
40.01
|
-
|
$
|
50.00
|
2,192
|
6.5
|
46.21
|
—
|
—
|
||||
107,455
|
5.1
|
31.23
|
17,360
|
28.81
|
June 30,
|
March 31,
|
Year Ended December 31,
|
|||||||||||||
2012
|
2012
|
2011
|
2010
|
2009
|
|||||||||||
Stock option awards
|
2,192
|
37,965
|
36,835
|
110,939
|
165,990
|
||||||||||
Dividend yield
|
2.69
|
%
|
3.09
|
%
|
5.00
|
%
|
5.10
|
%
|
3.90
|
%
|
|||||
Expected volatility
|
69.09
|
%
|
69.90
|
%
|
62.13
|
%
|
53.72
|
%
|
44.22
|
%
|
|||||
Risk-free interest rate
|
0.58
|
%
|
0.61
|
%
|
1.99
|
%
|
2.85
|
%
|
2.09
|
%
|
|||||
Expected term (years)
|
4.0
|
4.0
|
5.0
|
6.0
|
6.0
|
Year Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
2012 Stock option awards
|
$ | 167 | $ | — | $ | — | ||||||
2011 Stock option awards
|
$ | 164 | $ | 139 | $ | — | ||||||
2010 Stock option awards
|
$ | 193 | $ | 224 | $ | 209 | ||||||
2009 Stock option awards
|
$ | 18 | $ | 113 | $ | 112 |
Weighted
|
|||||
Average Grant
|
|||||
Number of
|
Date Fair Value
|
||||
Shares
|
(per share)
|
||||
Nonvested awards, December 31, 2011
|
169,863
|
$
|
20.66
|
||
Granted
|
42,754
|
$
|
39.43
|
||
Vested
|
(83,019)
|
$
|
12.99
|
||
Forfeited
|
(6,654)
|
$
|
27.67
|
||
Nonvested awards, December 31, 2012
|
122,944
|
$
|
31.98
|
Weighted
|
|||||
Average Grant
|
|||||
Number of
|
Date Fair Value
|
||||
Units
|
(per unit)
|
||||
Nonvested awards, December 31, 2011
|
—
|
$
|
—
|
||
Granted
|
2,100
|
$
|
38.13
|
||
Vested
|
—
|
$
|
—
|
||
Forfeited
|
—
|
$
|
—
|
||
Nonvested awards, December 31, 2012
|
2,100
|
$
|
38.13
|
Weighted
|
|||||
Average Grant
|
|||||
Number of
|
Date Fair Value
|
||||
Shares
|
(per share)
|
||||
Nonvested awards, December 31, 2011
|
62,250
|
$
|
7.72
|
||
Granted
|
—
|
$
|
—
|
||
Vested
|
(59,850)
|
$
|
7.72
|
||
Forfeited
|
(2,400)
|
$
|
7.72
|
||
Nonvested awards, December 31, 2012
|
—
|
$
|
—
|
December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
(re-cast)
|
(re-cast)
|
|||||||||||
Basic earnings per common share
|
|
|
||||||||||
Net income attributable to Quaker Chemical Corporation
|
$ | 47,405 | $ | 45,892 | $ | 32,120 | ||||||
Less: income allocated to participating securities
|
(526 | ) | (825 | ) | (660 | ) | ||||||
Net income available to common shareholders
|
$ | 46,879 | $ | 45,067 | $ | 31,460 | ||||||
Basic weighted average common shares outstanding
|
12,871,703 | 12,159,958 | 11,039,410 | |||||||||
Basic earnings per common share
|
$ | 3.64 | $ | 3.71 | $ | 2.85 | ||||||
Diluted earnings per common share
|
||||||||||||
Net income attributable to Quaker Chemical Corporation
|
$ | 47,405 | $ | 45,892 | $ | 32,120 | ||||||
Less: income allocated to participating securities
|
(524 | ) | (817 | ) | (652 | ) | ||||||
Net income available to common shareholders
|
$ | 46,881 | $ | 45,075 | $ | 31,468 | ||||||
Basic weighted average common shares outstanding
|
12,871,703 | 12,159,958 | 11,039,410 | |||||||||
Effect of dilutive securities
|
58,798 | 158,215 | 202,551 | |||||||||
Diluted weighted average common shares outstanding
|
12,930,501 | 12,318,173 | 11,241,961 | |||||||||
Diluted earnings per common share
|
$ | 3.63 | $ | 3.66 | $ | 2.80 |
Metalworking
|
Other
|
|||||||||||||||
Process
|
Chemical
|
|||||||||||||||
Chemicals
|
Coatings
|
Products
|
Total
|
|||||||||||||
2012
|
|
|
|
|||||||||||||
Net sales
|
$ | 661,794 | $ | 42,763 | $ | 3,669 | $ | 708,226 | ||||||||
Operating income for reportable segments
|
116,013 | 10,654 | 304 | 126,971 | ||||||||||||
Depreciation
|
10,834 | 700 | 60 | 11,594 | ||||||||||||
Segment assets
|
514,513 | 21,406 | 715 | 536,634 | ||||||||||||
Expenditures for long-lived assets
|
12,291 | 444 | — | 12,735 | ||||||||||||
2011
|
||||||||||||||||
Net sales
|
$ | 641,325 | $ | 39,182 | $ | 2,724 | $ | 683,231 | ||||||||
Operating income for reportable segments
|
110,118 | 9,275 | 112 | 119,505 | ||||||||||||
Depreciation
|
10,222 | 624 | 43 | 10,889 | ||||||||||||
Segment assets (re-cast)
|
489,615 | 20,644 | 893 | 511,152 | ||||||||||||
Expenditures for long-lived assets
|
11,706 | 411 | — | 12,117 | ||||||||||||
2010
|
||||||||||||||||
Net sales
|
$ | 511,305 | $ | 30,999 | $ | 1,759 | $ | 544,063 | ||||||||
Operating income (loss) for reportable segments
|
98,427 | 7,093 | (77 | ) | 105,443 | |||||||||||
Depreciation
|
9,150 | 555 | 31 | 9,736 | ||||||||||||
Segment assets (re-cast)
|
433,821 | 18,201 | 846 | 452,868 | ||||||||||||
Expenditures for long-lived assets
|
8,983 | 370 | 1 | 9,354 |
2012
|
2011
|
2010
|
||||||||||
Total operating income for reportable segments
|
$ | 126,971 | $ | 119,505 | $ | 105,443 | ||||||
Non-income tax contingency charge
|
— | — | (4,132 | ) | ||||||||
CEO transition charges
|
— | — | (1,317 | ) | ||||||||
Non-operating charges
|
(59,983 | ) | (58,689 | ) | (50,744 | ) | ||||||
Depreciation of corporate assets and amortization
|
(3,764 | ) | (2,904 | ) | (1,119 | ) | ||||||
Consolidated operating income
|
63,224 | 57,912 | 48,131 | |||||||||
Interest expense
|
(4,283 | ) | (4,666 | ) | (5,225 | ) | ||||||
Interest income
|
592 | 1,081 | 1,201 | |||||||||
Other income, net
|
3,415 | 5,050 | 2,106 | |||||||||
Consolidated income before taxes and equity in net
|
||||||||||||
income of associated companies
|
$ | 62,948 | $ | 59,377 | $ | 46,213 |
2012
|
2011
|
2010
|
|||||||||
Net sales
|
|||||||||||
North America
|
$ | 310,127 | $ | 268,519 | $ | 190,623 | |||||
Europe
|
169,323 | 178,695 | 148,426 | ||||||||
Asia/Pacific
|
157,062 | 151,468 | 125,189 | ||||||||
South America
|
66,238 | 79,181 | 75,169 | ||||||||
South Africa
|
5,476 | 5,368 | 4,656 | ||||||||
Consolidated
|
$ | 708,226 | $ | 683,231 | $ | 544,063 |
2012 | 2011 | 2010 | |||||||||
(re-cast) | (re-cast) | ||||||||||
Long-lived assets
|
|||||||||||
North America
|
$ | 88,857 | $ | 90,800 | $ | 85,821 | |||||
Europe
|
22,299 | 19,215 | 24,793 | ||||||||
Asia/Pacific
|
19,720 | 15,225 | 14,099 | ||||||||
South America
|
5,276 | 6,577 | 6,998 | ||||||||
South Africa
|
21 | 28 | 41 | ||||||||
Consolidated
|
$ | 136,173 | $ | 131,845 | $ | 131,752 |
NP Coil Dexter | ||||
2012 Acquisitions
|
Industries, S.r.l. | |||
Current assets
|
$ | 5,536 | ||
Fixed assets
|
1,211 | |||
Intangibles
|
3,825 | |||
Goodwill
|
1,786 | |||
Other long-term assets
|
783 | |||
Total assets purchased
|
13,141 | |||
Short-term debt
|
(1,186 | ) | ||
Other current liabilities
|
(6,168 | ) | ||
Long-term debt
|
(854 | ) | ||
Other long-term liabilities
|
(1,258 | ) | ||
Present value of hold-back
|
(927 | ) | ||
Total liabilities assumed
|
(10,393 | ) | ||
Cash paid for an acquisition
|
$ | 2,748 |
Quaker
|
GW Smith
|
|||||||||
2011 Acquisitions
|
Tecniquimia
|
& Sons, Inc.
|
Total
|
|||||||
Current assets
|
$ | 8,946 | $ | 6,138 | $ | 15,084 | ||||
Fixed assets
|
4,308 | 2,869 | 7,177 | |||||||
Intangibles
|
3,556 | 6,260 | 9,816 | |||||||
Goodwill
|
6,773 | 1,120 | 7,893 | |||||||
Other long-term assets
|
1,355 | 1 | 1,356 | |||||||
Total assets purchased
|
24,938 | 16,388 | 41,326 | |||||||
Current liabilities
|
(2,224 | ) | (1,001 | ) | (3,225 | ) | ||||
Long-term liabilities
|
(6,869 | ) | — | (6,869 | ) | |||||
Present value of hold-back
|
(1,754 | ) | (869 | ) | (2,623 | ) | ||||
Total liabilities assumed
|
(10,847 | ) | (1,870 | ) | (12,717 | ) | ||||
Additional minimum pension liability
|
987 | — | 987 | |||||||
Total equity assumed
|
987 | — | 987 | |||||||
Fair value of previously held equity interest
|
(4,578 | ) | — | (4,578 | ) | |||||
Cash paid for acquisitions
|
$ | 10,500 | $ | 14,518 | $ | 25,018 |
Metalworking
|
||||||||||||
Process
|
||||||||||||
Chemicals
|
Coatings
|
Total
|
||||||||||
Balance as of December 31, 2010
|
$ | 44,677 | $ | 8,081 | $ | 52,758 | ||||||
Goodwill additions
|
8,229 | — | 8,229 | |||||||||
Currency translation adjustments and other
|
(2,835 | ) | — | (2,835 | ) | |||||||
Balance as of December 31, 2011
|
$ | 50,071 | $ | 8,081 | $ | 58,152 | ||||||
Goodwill additions
|
1,786 | — | 1,786 | |||||||||
Currency translation adjustments and other
|
(769 | ) | — | (769 | ) | |||||||
Balance as of December 31, 2012
|
$ | 51,088 | $ | 8,081 | $ | 59,169 |
Gross Carrying
|
Accumulated
|
|||||||||||||||
Amount
|
Amortization
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Amortized intangible assets
|
|
|
|
|
||||||||||||
Customer lists and rights to sell
|
$ | 32,356 | $ | 30,435 | $ | 8,192 | $ | 6,386 | ||||||||
Trademarks and patents
|
6,760 | 4,685 | 2,548 | 1,991 | ||||||||||||
Formulations and product technology
|
5,278 | 5,278 | 3,423 | 3,090 | ||||||||||||
Other
|
5,467 | 5,309 | 3,989 | 3,557 | ||||||||||||
Total
|
$ | 49,861 | $ | 45,707 | $ | 18,152 | $ | 15,024 |
For the year ended December 31, 2013
|
$ | 3,167 | ||
For the year ended December 31, 2014
|
$ | 2,938 | ||
For the year ended December 31, 2015
|
$ | 2,938 | ||
For the year ended December 31, 2016
|
$ | 2,464 | ||
For the year ended December 31, 2017
|
$ | 2,016 |
December 31,
|
||||||||
2012
|
2011
|
|||||||
(re-cast)
|
||||||||
Restricted insurance settlement
|
$ | 26,398 | $ | 27,720 | ||||
Deferred compensation assets
|
915 | 945 | ||||||
Supplemental retirement income program
|
1,653 | 1,508 | ||||||
Uncertain tax positions
|
3,058 | 1,842 | ||||||
Other
|
2,434 | 2,841 | ||||||
Total
|
$ | 34,458 | $ | 34,856 |
December 31,
|
||||||||
2012
|
2011
|
|||||||
Restricted insurance settlement
|
$ | 26,398 | $ | 27,720 | ||||
Uncertain tax positions (includes interest and penalties)
|
16,328 | 16,285 | ||||||
Environmental reserves
|
456 | 934 | ||||||
Acquisition-related consideration
|
4,651 | 5,869 | ||||||
Other (primarily deferred and long-term compensation)
|
5,034 | 4,010 | ||||||
Total
|
$ | 52,867 | $ | 54,818 |
2013
|
$ | 4,927 | ||
2014
|
$ | 4,003 | ||
2015
|
$ | 3,472 | ||
2016
|
$ | 2,941 | ||
2017
|
$ | 1,466 | ||
2018 and beyond
|
$ | 2 |
First (1)
|
Second (2)
|
Third (3)
|
Fourth (4)
|
|||||||||
2012
|
(re-cast)
|
(re-cast)
|
(re-cast)
|
|||||||||
Net sales
|
$ | 177,638 | $ | 176,797 | $ | 180,923 | $ | 172,868 | ||||
Gross profit
|
59,795 | 60,636 | 59,126 | 59,154 | ||||||||
Operating income
|
16,702 | 16,983 | 15,863 | 13,676 | ||||||||
Net income attributable to Quaker Chemical Corporation
|
12,365 | 11,108 | 10,925 | 13,007 | ||||||||
Net income attributable to Quaker Chemical Corporation
|
||||||||||||
Common Shareholders - Basic
|
$ | 0.96 | $ | 0.86 | $ | 0.84 | $ | 0.99 | ||||
Net income attributable to Quaker Chemical Corporation
|
||||||||||||
Common Shareholders - Diluted
|
$ | 0.95 | $ | 0.85 | $ | 0.83 | $ | 0.99 | ||||
First (1)
|
Second (2)
|
Third (3)
|
Fourth (4)
|
|||||||||
2011
|
(re-cast)
|
(re-cast)
|
(re-cast)
|
(re-cast)
|
||||||||
Net sales
|
$ | 159,865 | $ | 167,792 | $ | 182,313 | $ | 173,261 | ||||
Gross profit
|
52,734 | 53,766 | 59,486 | 56,664 | ||||||||
Operating income
|
14,100 | 14,941 | 17,504 | 11,367 | ||||||||
Net income attributable to Quaker Chemical Corporation
|
11,026 | 10,554 | 13,942 | 10,370 | ||||||||
Net income attributable to Quaker Chemical Corporation
|
||||||||||||
Common Shareholders - Basic
|
$ | 0.96 | $ | 0.86 | $ | 1.09 | $ | 0.80 | ||||
Net income attributable to Quaker Chemical Corporation
|
||||||||||||
Common Shareholders - Diluted
|
$ | 0.94 | $ | 0.85 | $ | 1.07 | $ | 0.80 |
(1)
|
Net income attributable to Quaker Chemical Corporation includes tax benefits of approximately $0.12 and $0.11 per diluted share in the first quarters of 2012 and 2011, respectively, resulting from the derecognition of several uncertain tax positions due to the expiration of applicable statutes of limitation.
|
(2)
|
Net income attributable to Quaker Chemical Corporation includes charges of approximately $0.06 per diluted share in the second quarter of 2012 due to certain customer bankruptcies in the U.S. and approximately $0.03 per diluted share related to CFO transition costs.
|
(3)
|
Net income attributable to Quaker Chemical Corporation includes tax benefits of approximately $0.03 per diluted share in both the third quarters of 2012 and 2011 resulting from the derecognition of several uncertain tax positions due to the expiration of applicable statutes of limitation. Net income attributable to Quaker Chemical Corporation also includes certain uncommon charges of $0.05 per diluted share largely consisting of severance and other related costs and costs associated with the launch of the Company's new revitalized Brand. Net income attributable to Quaker Chemical Corporation in the third quarter of 2011 includes earnings per diluted share of $0.22 representing the revaluation of the Company’s previously held ownership interest in its Mexican equity affiliate to its fair value related to the purchase of the remaining ownership interest in this affiliate.
|
(4)
|
Net income attributable to Quaker Chemical Corporation includes tax benefits of approximately $0.02 per diluted common share in both the fourth quarters of 2012 and 2011 resulting from the derecognition of several uncertain tax positions due to the expiration of applicable statutes of limitation. Net income attributable to Quaker Chemical Corporation also includes earnings per diluted share of $0.09 and $0.03 in the fourth quarters of 2012 and 2011, respectively, related to changes in the fair value of a contingent consideration liability during each respective period. In addition, net income attributable to Quaker Chemical Corporation for the fourth quarter of 2012 includes earnings per diluted share of $0.08 related to a separate change in the fair value of an acquisition-related liability. Net income attributable to Quaker Chemical Corporation for the fourth quarter of 2012 also includes certain uncommon charges of $0.06 per diluted share largely consisting of severance and other related costs and costs associated with the launch of the Company's new revitalized Brand.
|
Three Months Ended
|
||||||||||||
Condensed Consolidated Statement of Income
|
March 31, 2012
|
June 30, 2012
|
September 30, 2012
|
|||||||||
Equity in net income of associated companies
|
$ | 419 | $ | 568 | $ | 439 | ||||||
Net income attributable to Quaker Chemical Corporation
|
$ | 419 | $ | 568 | $ | 439 | ||||||
Net income attributable to Quaker Chemical Corporation
Common Shareholders - Diluted
|
$ | 0.04 | $ | 0.04 | $ | 0.03 | ||||||
Condensed Consolidated Balance Sheet
|
March 31, 2012
|
June 30, 2012
|
September 30, 2012
|
|||||||||
Investments in associated companies
|
$ | 7,620 | $ | 7,819 | $ | 8,685 | ||||||
Other assets
|
(500 | ) | (500 | ) | (500 | ) | ||||||
Total assets
|
$ | 7,120 | $ | 7,319 | $ | 8,185 | ||||||
Retained earnings
|
$ | 5,197 | $ | 5,765 | $ | 6,204 | ||||||
Accumulated other comprehensive loss
|
1,923 | 1,554 | 1,981 | |||||||||
Total equity
|
$ | 7,120 | $ | 7,319 | $ | 8,185 | ||||||
Three Months Ended
|
||||||||||||
Condensed Consolidated Statement of Income
|
March 31, 2011
|
June 30, 2011
|
September 30, 2011
|
December 31, 2011
|
||||||||
Equity in net income of associated companies
|
$ | 426 | $ | 713 | $ | 584 | $ | 600 | ||||
Net income attributable to Quaker Chemical Corporation
|
$ | 426 | $ | 713 | $ | 584 | $ | 600 | ||||
Net income attributable to Quaker Chemical Corporation
Common Shareholders - Diluted
|
$ | 0.03 | $ | 0.06 | $ | 0.04 | $ | 0.05 | ||||
Condensed Consolidated Balance Sheet
|
March 31, 2011
|
June 30, 2011
|
September 30, 2011
|
December 31, 2011
|
||||||||
Investments in associated companies
|
$ | 4,486 | $ | 5,248 | $ | 4,919 | $ | 6,131 | ||||
Other assets
|
(500 | ) | (500 | ) | (500 | ) | (500 | ) | ||||
Total assets
|
$ | 3,986 | $ | 4,748 | $ | 4,419 | $ | 5,631 | ||||
Retained earnings
|
$ | 2,881 | $ | 3,594 | $ | 4,178 | $ | 4,778 | ||||
Accumulated other comprehensive loss
|
1,105 | 1,154 | 241 | 853 | ||||||||
Total equity
|
$ | 3,986 | $ | 4,748 | $ | 4,419 | $ | 5,631 |
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
Item 9B.
|
Other Information.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Equity Compensation Plan Information | |||||||||||
Number of securities
|
|||||||||||
Number of securities
|
remaining available for
|
||||||||||
to be issued upon
|
Weighted-average
|
future issuance under
|
|||||||||
exercise of
|
exercise price of
|
equity compensation plans
|
|||||||||
outstanding options,
|
outstanding options,
|
(excluding securities
|
|||||||||
Plan Category
|
warrants and rights
|
warrants and rights
|
reflected in column (a))
|
||||||||
(a)
|
(b)
|
(c)
|
|||||||||
Equity compensation plans approved
|
|||||||||||
by security holders
|
107,455 | $ | 31.23 | 869,352 | (1 | ) | |||||
Equity compensation plans not approved
|
|||||||||||
by security holders
|
— | — | — | ||||||||
Total
|
107,455 | $ | 31.23 | 869,352 |
(1)
|
As of December 31, 2012, 304,900 of these shares were available for issuance as restricted stock awards under the Company’s 2001 Global Annual Incentive Plan, 44,160 shares were available for issuance upon the exercise of stock options and/or as restricted stock awards under the Company’s 2006 Long-Term Performance Incentive Plan, 494,694 shares were available for issuance upon the exercise of stock options and/or as restricted stock awards under the Company’s 2011 Long-Term Performance Incentive Plan, and 25,598 shares were available for issuance under the 2003 Director Stock Ownership Plan.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14.
|
Principal Accountant Fees and Services.
|
Item 15.
|
Exhibits and Financial Statement Schedules.
|
1.
|
Financial Statements and Supplementary Data.
|
|
Page
|
|
Financial Statements:
|
|
|
|
27
|
|
|
28
|
|
29
|
||
|
30
|
|
|
31
|
|
|
32
|
|
|
33
|
2.
|
Financial Statement Schedules
|
3(i) — |
Amended and Restated Articles of Incorporation dated July 16, 1990. Incorporated by reference to Exhibit 3(a) as filed by Registrant with Form 10-K for the year 1996.
|
||
3(ii) —
|
By-laws (as amended effective October 4, 2008). Incorporated by reference to Exhibit 10.1 as filed by Registrant with Form 10-Q for the quarter ended September 30, 2008.
|
||
10.1 — |
Deferred Compensation Plan as adopted by the Registrant dated December 17, 1999, effective July 1, 1997. Incorporated by reference to Exhibit 10(ff) as filed by Registrant with Form 10-K for the year 1999.*
|
||
10.2 — |
Supplemental Retirement Income Program adopted by the Registrant on November 6, 1984, as amended November 8, 1989. Incorporated by reference to Exhibit 10(gg) as filed by Registrant with Form 10-K for the year 1999.*
|
||
10.3 — |
2001 Global Annual Incentive Plan as approved May 9, 2001, effective January 1, 2001. Incorporated by reference to Exhibit 10(hh) as filed by Registrant with Form 10-K for the year 2001.*
|
||
10.4 — |
2003 Director Stock Ownership Plan as approved May 14, 2003. Incorporated by reference to Exhibit 10(ww) as filed by the Registrant with Form 10-K for the year 2003.*
|
||
10.5 — |
Credit Agreement between Registrant and Bank of America, N.A. and ABN AMRO Bank, N.V. and Banc of America Securities, in the amount of $100,000,000, dated October 14, 2005. Incorporated by reference to Exhibit 10(jjj) as filed by the Registrant with Form 10-Q for the quarter ended September 30, 2005.
|
||
10.6 — |
Settlement Agreement and Release between Registrant, an inactive subsidiary of the Registrant, and Hartford Accident and Indemnity Company dated December 12, 2005. Incorporated by reference to Exhibit 10(nnn) as filed by the Registrant with Form 10-K for the year 2005.
|
||
10.7 — |
Amendment to Registrant’s Deferred Compensation Plan for key officers dated December 20, 2005. Incorporated by reference to Exhibit 10 as filed by Registrant with Form 8-K filed on December 22, 2005.*
|
||
10.8 — |
2001 Global Annual Incentive Plan, as amended and restated. Incorporated by reference to Appendix D to the Registrant’s definitive proxy statement filed on March 31, 2006.*
|
10.9 — |
2006 Long-Term Performance Incentive Plan. Incorporated by reference to Appendix E to the Registrant’s definitive proxy statement filed on March 31, 2006.*
|
||
10.10 — |
Form of Stock Option Agreement provided for associates under the Registrant’s 2006 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.3 as filed by Registrant with Form 8-K filed on May 12, 2006.*
|
||
10.11 — |
Form of Restricted Stock Award Agreement for executive officers and other employees under Registrant’s 2006 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10 as filed by Registrant with Form 8-K filed on June 27, 2006.*
|
||
10.12 — |
Employment Agreement by and between L. Willem Platzer and Quaker Chemical B.V., a Netherlands corporation and a subsidiary of Registrant, dated August 21, 2006. Incorporated by reference to Exhibit 10 as filed by the Registrant with Form 8-K filed on August 22, 2006.*
|
||
10.13 — |
First Amendment to Syndicated Multicurrency Credit Agreement between Registrant and Bank of America, N.A. and certain other financial institutions dated October 6, 2006. Incorporated by reference to Exhibit 10.30 as filed by the Registrant with Form 10-K for the year ended 2008.
|
||
10.14 — |
2006 Long-Term Performance Incentive Plan (amended and restated effective November 8, 2006). Incorporated by reference to Exhibit 10(www) as filed by the Registrant with Form 10-K for the year ended 2006.*
|
||
10.15 — |
Financing Agreement by and among Montgomery County Industrial Development Authority and Registrant and Brown Brothers Harriman & Co. dated February 1, 2007. Incorporated by reference to Exhibit 10(yyy) as filed by the Registrant with Form 10-K for the year ended 2006.
|
||
10.16 — |
Settlement Agreement and Release between Registrant, an inactive subsidiary of Registrant and Federal Insurance Company dated March 26, 2007. Incorporated by reference to Exhibit 10(zzz) as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2007.
|
||
10.17 — |
Change in Control Agreement by and between Registrant and L. Willem Platzer dated April 2, 2007, effective January 1, 2007. Incorporated by reference to Exhibit 10(aaaa) as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2007.*
|
||
10.18 — |
Change in Control Agreement by and between Registrant and Jan F. Nieman dated June 27, 2007, effective January 1, 2007. Incorporated by reference to Exhibit 10 (cccc) as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2007.*
|
||
10.19 — |
Memorandum of Employment dated June 28, 2007 between Registrant and Mark A. Featherstone, effective April 9, 2007. Incorporated by reference to Exhibit 10 as filed by the Registrant with Form 8-K filed on July 2, 2007.*
|
||
10.20 — |
Amendment No.1 to the Registrant’s Director Stock Ownership Plan (as amended March 7, 2007) approved on July 25, 2007. Incorporated by reference to Exhibit 10.37 as filed by the Registrant with Form 10-K for the year ended 2008.*
|
||
10.21 — |
Second Amendment to Syndicated Multicurrency Credit Agreement between Registrant and Bank of America, N.A. and certain other financial institutions dated August 13, 2007. Incorporated by reference to Exhibit 10(eeee) as filed by the Registrant with Form 10-Q for the quarter ended September 30, 2007.
|
||
10.22 — |
Claim Handling and Funding Agreement between SB Decking, Inc., an inactive subsidiary of Registrant, and Employers Insurance Company of Wausau dated September 25, 2007. Incorporated by reference to Exhibit 10(ffff) as filed by the Registrant with Form 10-Q for the quarter ended September 30, 2007.
|
||
10.23 — |
Settlement Agreement and Mutual Release entered into between AC Products, Inc., wholly owned subsidiary of Registrant, and Orange County Water District, effective November 8, 2007. Incorporated by reference to Exhibit 10.47 as filed by the Registrant with Form 10-K for the year ended 2007.
|
10.24 — |
Financing Agreement by and among Butler County Port Authority and Registrant and Brown Brothers Harriman & Co. dated May 15, 2008. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2008.
|
||
10.25 — |
Engineering, Procurement and Construction Contract by and between Registrant and FMC Technologies, Inc., effective May 14, 2008. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2008.
|
||
10.26 — |
Employment, Transition and Consulting Agreement by and between Registrant and Ronald J. Naples dated May 22, 2008, effective May 7, 2008. Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2008. *
|
||
10.27 — |
Employment Agreeement by and between Registrant and Michael F. Barry dated July 1, 2008. Incorporated by reference to Exhibit 10.5 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2008. *
|
||
10.28 — |
Change in Control Agreement by and between Registrant and Michael F. Barry dated July 1, 2008. Incorporated by reference to Exhibit 10.6 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2008. *
|
||
10.29 — |
Butler County Port Authority Industrial Development Revenue Bond dated May 15, 2008. Incorporated by reference to Exhibit 10.7 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2008.
|
||
10.30 — |
Expatriate Agreement by and between Jan F. Nieman and Quaker Chemical Limited (Hong Kong) and Quaker Chemical B.V., both subsidiaries of Registrant, dated June 3, 2003, effective August 1, 2003 and Amended Expatriate Agreement by and between Jan F. Nieman and Quaker Chemical (China) Co. Ltd., Quaker Chemical Limited (Hong Kong) and Quaker Chemical B.V., all subsidiaries of Registrant, dated July 27, 2008, effective August 1, 2008. Incorporated by reference to Exhibit 10.37 as filed by the Registrant with Form 10-K for the year ended December 31, 2009.*
|
||
10.31 — |
Memorandum of Employment by and between Registrant and Joseph F. Matrange dated September 30, 2008. Incorporated by reference to Exhibit 10.48 as filed by the Registrant with Form 10-K for the year ended 2008. *
|
||
10.32 — |
Memorandum of Employment by and between Registrant and D. Jeffry Benoliel dated October 1, 2008. Incorporated by reference to Exhibit 10.49 as filed by the Registrant with Form 10-K for the year ended 2008. *
|
||
10.33 — |
Amendment to Memorandum of Employment by and between Mark A. Featherstone and Registrant dated November 19, 2008, effective January 1, 2008. Incorporated by reference to Exhibit 10.52 as filed by the Registrant with Form 10-K for the year ended 2008. *
|
||
10.34 — |
Change in Control Agreement by and between Registrant and Mark A. Featherstone dated November 19, 2008, effective January 1, 2008. Incorporated by reference to Exhibit 10.53 as filed by the Registrant with Form 10-K for the year ended 2008. *
|
||
10.35 — |
Change in Control Agreement by and between Registrant and D. Jeffry Benoliel dated November 19, 2008, effective January 1, 2008. Incorporated by reference to Exhibit 10.54 as filed by the Registrant with Form 10-K for the year ended 2008. *
|
||
10.36 — |
Change in Control Agreement by and between Registrant and Joseph F. Matrange dated November 19, 2008, effective October 1, 2008. Incorporated by reference to Exhibit 10.55 as filed by the Registrant with Form 10-K for the year ended 2008. *
|
||
10.37 — |
Change in Control Agreement by and between Registrant and Ronald S. Ettinger dated November 19, 2008, effective October 1, 2008. Incorporated by reference to Exhibit 10.56 as filed by the Registrant with Form 10-K for the year ended 2008. *
|
||
10.38 — |
Change in Control Agreement by and between Registrant and George H. Hill dated November 19, 2008, effective October 1, 2008. Incorporated by reference to Exhibit 10.57 as filed by the Registrant with Form 10-K for the year ended 2008. *
|
10.39 — |
Supplemental Retirement Income Program (as amended and restated effective January 1, 2008), approved November 19, 2008. Incorporated by reference to Exhibit 10.58 as filed by the Registrant with Form 10-K for the year ended 2008. *
|
||
10.40 — |
Amendment No. 1 to the 2001 Global Annual Incentive Plan (as amended and restated effective January 1, 2006), approved November 19, 2008. Incorporated by reference to Exhibit 10.60 as filed by the Registrant with Form 10-K for the year ended 2008. *
|
||
10.41 — |
Amendment No. 1 to the 2006 Long-Term Performance Incentive Plan (as amended and restated effective November 8, 2006), approved November 19, 2008. Incorporated by reference to Exhibit 10.61 as filed by the Registrant with Form 10-K for the year ended 2008. *
|
||
10.42 — |
Third Amendment to Syndicated Multicurrency Credit Agreement between Registrant and Bank of America, N.A. and certain other financial institutions dated February 13, 2009, effective February 17, 2009. Incorporated by reference to Exhibit 10.62 as filed by the Registrant with Form 10-K for the year ended 2008.
|
||
10.43 — |
Amendment No. 2 to the Quaker Chemical Corporation 2003 Director Stock Ownership Plan (As Amended March 7, 2007). Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2009. *
|
||
10.44 — |
Amended Expatriate Agreement by and between Jan F. Nieman and Quaker Chemical (China) Ltd., Quaker Chemical Limited (Hong Kong) and Quaker Chemical B.V., all subsidiaries of Registrant, dated April 6, 2010, Effective March 1, 2010. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2010. *
|
||
10.45 — |
Employment Agreement by and between Registrant and Joseph Berquist dated April 1, 2010. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2010. *
|
||
10.46 — |
Change in Control Agreement by and between Registrant and Joseph Berquist dated April 1, 2010. Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2010. *
|
||
10.47 — |
Fourth Amendment to Syndicated Multicurrency Credit Agreement between Registrant and Bank of America, N.A. and certain other financial institutions dated June 21, 2010. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2010.
|
||
10.48 — |
Stock Purchase Agreement by and among Registrant, Summit Lubricants Inc., Ronald Krol, Brian Caputi, Dale M. Perry and Anthony Musilli, dated December 31, 2010. Incorporated by reference to Exhibit 10.54 as filed by the Registrant with Form 10-K for the year ended 2010.
|
||
10.49 — |
Amendment No. 3 to the Quaker Chemical Corporation 2003 Director Stock Ownership Plan (As Amended January 26, 2011). Incorporated by reference to Exhibit 10.55 as filed by the Registrant with Form 10-K for the year ended 2010.*
|
||
10.50 — |
Employment Agreement by and between Carlos Claro and Quaker Chemical Industria e Comercio Ltda., a Brazilian corporation and a subsidiary of the Registrant, dated January 5, 2011. Incorporated by reference to Exhibit 10.56 as filed by the Registrant with Form 10-K for the year ended 2010.*
|
||
10.51 — |
Employment Agreement by and between Dieter Laininger and Quaker Chemical B.V., a subsidiary of the registrant, dated June 1, 2011, effective June 15, 2011. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2011. *
|
||
10.52 — |
Change in Control Agreement by and between Registrant and Dieter Laininger dated May 31, 2011, effective June 15, 2011. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2011. *
|
||
10.53 — |
Global Annual and Incentive Plan (as amended and restated effective May 11, 2011). Incorporated by reference to Appendix B to the Registrant’s definitive proxy statement filed on March 31, 2011. *
|
||
10.54 — |
2011 Long-Term Performance Incentive Plan. Incorporated by reference to Appendix C to the Registrant’s definitive proxy statement filed on March 31, 2011. *
|
10.55 — |
Form of Restricted Stock Unit Agreement for executive officers and other employees under Registrant’s 2011 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2012.*
|
||
10.56 — |
Memorandum of Employment by and between Registrant and Margaret M. Loebl, dated May 22, 2012, effective June 29, 2012. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2012.*
|
||
10.57 — |
Change in Control Agreement by and between Registrant and Margaret M. Loebl, dated May 22, 2012, effective June 29, 2012. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2012.*
|
||
10.58 — |
Amendment to Employment Agreement by and between Jan Nieman and Quaker Chemical Limited (Hong Kong) and Quaker Chemical, B.V., both subsidiaries of Registrant, dated August 2, 2012. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended September 30, 2012.*
|
||
10.59 — | |||
21 — | |||
23 — | |||
31.1 — | |||
31.2 — | |||
32.1 — | |||
32.2 — |
101.INS —
|
XBRL Instance Document **
|
101.SCH —
|
XBRL Extension Schema Document **
|
101.CAL — |
XBRL Calculation Linkbase Document **
|
101.DEF — |
XBRL Definition Linkbase Document **
|
101.LAB — | XBRL Label Linkbase Document ** |
|
|
101.PRE —
|
XBRL Presentation Linkbase Document **
|
*
|
This exhibit is a management contract or compensation plan or arrangement required to be filed as an exhibit to this Report.
|
**
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these Sections.
|
QUAKER CHEMICAL CORPORATION
|
||
Registrant
|
||
By:
|
/s/ MICHAEL F. BARRY
|
|
Michael F. Barry
Chairman of the Board, Chief Executive Officer and President
|
||
Signatures
|
Capacity |
Date
|
|||||
/s/ MICHAEL F. BARRY
|
Principal Executive Officer and
|
March 6, 2013
|
|||||
Michael F. Barry
|
Director
|
||||||
Chairman of the Board, Chief Executive Officer and President
|
|||||||
/s/ MARGARET M. LOEBL
|
Principal Financial Officer
|
March 6, 2013
|
|||||
Margaret M. Loebl
|
|||||||
Vice President, Chief Financial Officer and Treasurer
|
|||||||
/s/ GEORGE H. HILL
|
Principal Accounting Officer
|
March 6, 2013
|
|||||
George H. Hill
|
|||||||
Global Controller
|
|||||||
/s/ JOSEPH B. ANDERSON, JR.
|
Director
|
March 6, 2013
|
|||||
Joseph B. Anderson, Jr
|
|||||||
/s/ PATRICIA C. BARRON
|
Director
|
March 6, 2013
|
|||||
Patricia C. Barron
|
|||||||
/s/ DONALD R. CALDWELL
|
Director
|
March 6, 2013
|
|||||
Donald R. Caldwell
|
|||||||
/s/ ROBERT E. CHAPPELL
|
Director
|
March 6, 2013
|
|||||
Robert E. Chappell
|
|||||||
/s/ WILLIAM R. COOK
|
Director
|
March 6, 2013
|
|||||
William R. Cook
|
|||||||
/s/ EDWIN J. DELATTRE
|
Director
|
March 6, 2013
|
|||||
Edwin J. Delattre
|
|||||||
/s/ MARK A. DOUGLAS
|
Director
|
March 6, 2013
|
|||||
Mark A. Douglas
|
|||||||
/s/ JEFFRY D. FRISBY
|
Director
|
March 6, 2013
|
|||||
Jeffry D. Frisby
|
|||||||
/s/ ROBERT H. ROCK
|
Director
|
March 6, 2013
|
|||||
Robert H. Rock
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Director Qualification Highlights • Extensive experience in accounting/finance, financial reporting, risk assessment, organizational development, global organizations, governance, strategic planning and mergers and acquisitions • Complementary experience and continuing education through his service on the board of private companies Career Overview • Chairman of Gulf Oil International Limited, which is part of the privately controlled Hinduja Group of Companies, since February 2001. • Employed by the Hinduja Group of Companies since January 1988 and has been responsible for leading Gulf Oil’s global strategy and expansion. • Non-Executive Chairman of Gulf Oil Corporation Limited from August 2005 until September 2014. • Director of Gulf Oil International Middle East Limited, Gulf Oil Middle East Limited, Sangam Limited, Gulf Oil Marine Limited, and also serves as the Chairman of Gulf Oil Lubricants India Limited. • Chairman of Houghton International Inc. from January 2013 until its combination with Quaker Chemical Corporation. • Director of Gulf Oil Philippines Inc. from July 1999 through June 2021. • Trustee of the Hinduja Foundation UK, which is responsible for the Hinduja Family philanthropic activities in the UK. Other Public Company Board Memberships • Current Public Company Boards: None • Previous Public Company Boards (Past Five Years): None | |||
Director Qualification Highlights • Senior business leader with a demonstrated track record of leading and growing a global technology-focused business • Experience in accounting/finance, financial reporting, risk assessment, industrial marketing and services, mergers and acquisitions, divestitures and business restructuring, organizational development, governance, strategic planning, corporate development, research and development, and manufacturing • Complementary experience and continuing education in corporate governance through his service as the chief executive officer of a public company and on the board of a public company Career Overview • President and Chief Executive Officer of Brady Corporation since April 2022. Prior to his current position, Mr. Shaller served as President of the Identification Solutions business at Brady Corporation from 2015 to 2022. Brady Corporation is an international manufacturer and marketer of complete solutions that identify and protect people, products and places. • President of Teledyne Microwave Solutions from 2008 to 2015, with responsibility for advanced microwave products sold in the aerospace and communications industry. • Mr. Shaller held a number of positions of increasing responsibility at W.L. Gore & Associates, including Division Leader, Electronic Products Division from 2003 to 2008 and General Manager of Gore Photonics from 2001 to 2003. • Mr. Shaller has previously held positions in engineering and program management at Westinghouse Corporation. Other Public Company Board Memberships • Current Public Company Boards: Brady Corporation (NYSE: BRC) • Previous Public Company Boards (Past Five Years): None | |||
Director Qualification Highlights • Extensive and valuable experience acquired through critical leadership positions with Quaker Houghton • Extensive knowledge of accounting/finance, financial reporting, risk assessment, industrial marketing and services, organizational development, global organizations, governance, strategic planning, corporate development, research and development, and manufacturing • Complementary experience and continuing education in corporate governance through his prior service as the Chief Executive Officer of Quaker Houghton and current and former service on the boards of other public companies Career Overview • Quaker Houghton Chief Executive Officer and President from October 2008 until retirement in November 2021. • Mr. Barry also held various leadership and executive positions of increasing responsibility since joining the Company in 1998, including as our Chief Financial Officer. Other Public Company Board Memberships • Current Public Company Boards: None • Previous Public Company Boards (Past Five Years): Rogers Corporation (NYSE: ROG) (from 2010 to 2020) and Arcadium Lithium plc (NYSE: ALTM) (previously known as Livent Corporation) (from 2018 to 2025) | |||
Director Qualification Highlights • Senior business leader with a demonstrated track record of leading and growing a global technology-focused business • Experience in accounting/finance, financial reporting, risk assessment, industrial marketing and services, mergers and acquisitions, divestitures and business restructuring, organizational development, governance, strategic planning, corporate development, research and development, and manufacturing • Complementary experience and continuing education in corporate governance through his service as the chief executive officer of a public company and on the board of a public company Career Overview • President and Chief Executive Officer of Brady Corporation since April 2022. Prior to his current position, Mr. Shaller served as President of the Identification Solutions business at Brady Corporation from 2015 to 2022. Brady Corporation is an international manufacturer and marketer of complete solutions that identify and protect people, products and places. • President of Teledyne Microwave Solutions from 2008 to 2015, with responsibility for advanced microwave products sold in the aerospace and communications industry. • Mr. Shaller held a number of positions of increasing responsibility at W.L. Gore & Associates, including Division Leader, Electronic Products Division from 2003 to 2008 and General Manager of Gore Photonics from 2001 to 2003. • Mr. Shaller has previously held positions in engineering and program management at Westinghouse Corporation. Other Public Company Board Memberships • Current Public Company Boards: Brady Corporation (NYSE: BRC) • Previous Public Company Boards (Past Five Years): None | |||
Director Qualification Highlights • Deep experience in manufacturing, particularly in the aerospace industry • Extensive knowledge of accounting/finance, financial reporting, industrial marketing, organizational development, global organizations, governance, strategic planning and corporate development • Complementary experience and continuing education in corporate governance through his prior service as the chief executive officer of a public company and on the boards of both public and private companies Career Overview • Executive Chairman of PCX Aerostructures, LLC since September 2021, having served as President and Chief Executive Officer from April 2017 until September 2021. PCX Aerostructures is a leading provider of flight critical mechanical systems and components for rotorcraft and fixed wing aerospace platforms. • Chief Executive Officer of Triumph Group, Inc., a public company that manufactures aerospace structures, systems and components, from July 2012 to April 2015, its President from July 2009 to April 2015, and its Chief Operating Officer from July 2009 to July 2012. • Group President of Triumph Aerospace Systems Group, a group of companies that design, engineer and manufacture a wide range of proprietary and build-to-print components, assemblies and systems for global aerospace original equipment manufacturers, from April 2003 to July 2009. • Mr. Frisby also held a variety of other positions within the Triumph Group as well as a predecessor group company, Frisby Aerospace, Inc. • Director of PCX Aerostructures, LLC. Other Public Company Board Memberships • Current Public Company Boards: Astronics Corporation (NASDAQ: ATRO) • Previous Public Company Boards (Past Five Years): None | |||
Director Qualification Highlights • Senior business leader with a demonstrated track record of leading and growing a global technology-focused business • Experience in accounting/finance, financial reporting, risk assessment, industrial marketing and services, mergers and acquisitions, divestitures and business restructuring, organizational development, governance, strategic planning, corporate development, research and development, and manufacturing • Complementary experience and continuing education in corporate governance through his service as the chief executive officer of a public company and on the board of a public company Career Overview • President and Chief Executive Officer of Brady Corporation since April 2022. Prior to his current position, Mr. Shaller served as President of the Identification Solutions business at Brady Corporation from 2015 to 2022. Brady Corporation is an international manufacturer and marketer of complete solutions that identify and protect people, products and places. • President of Teledyne Microwave Solutions from 2008 to 2015, with responsibility for advanced microwave products sold in the aerospace and communications industry. • Mr. Shaller held a number of positions of increasing responsibility at W.L. Gore & Associates, including Division Leader, Electronic Products Division from 2003 to 2008 and General Manager of Gore Photonics from 2001 to 2003. • Mr. Shaller has previously held positions in engineering and program management at Westinghouse Corporation. Other Public Company Board Memberships • Current Public Company Boards: Brady Corporation (NYSE: BRC) • Previous Public Company Boards (Past Five Years): None | |||
• Oversees financial risks, such as those relating to financial reporting and internal controls • Oversees compliance risks, including oversight of our compliance program and disposition of certain complaints and/or violations of our Code of Conduct and Financial Code of Ethics for Senior Financial Officers • Oversees operational risk, such as loss of property, cyber-security, business interruption and other exposures traditionally mitigated through insurance products. Charlotte C. Henry, a member of the Audit Committee, has cybersecurity experience gained through over 25 years of work experience in information technology |
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
All Other Compensation($)
|
Total
($)
|
||||||||||||||||||||||||
Joseph A. Berquist
Chief Executive Officer and President
|
2024 | 575,731 | — | 1,012,878 | — | 276,425 | 32,082 | 1,897,116 | ||||||||||||||||||||||||
2023 | 535,933 | — | 789,316 | — | 570,375 | 32,976 | 1,928,600 | |||||||||||||||||||||||||
2022 | 512,856 | — | 338,379 | 166,639 | 201,825 | 26,404 | 1,246,103 | |||||||||||||||||||||||||
Andrew E. Tometich
Former Chief Executive Officer and President
|
2024 | 831,154 | — | 3,415,558 | — | 628,661 | 3,039,947 | 7,915,320 | ||||||||||||||||||||||||
2023 | 865,538 | — | 2,462,944 | — | 1,430,000 | 51,277 | 4,809,759 | |||||||||||||||||||||||||
2022 | 800,000 | 550,000 | 1,136,866 | 559,987 | 480,000 | 28,150 | 3,555,003 | |||||||||||||||||||||||||
Thomas Coler
Executive Vice President,
Chief Financial Officer
|
2024 | 277,308 | — | 2,305,557 | — | 256,502 | 25,277 | 2,864,644 | ||||||||||||||||||||||||
Shane W. Hostetter
Former Executive Vice President, Chief Financial Officer
|
2024 | 249,481 | — | 588,399 | — | 120,906 | 749,831 | 1,708,617 | ||||||||||||||||||||||||
2023 | 447,480 | — | 631,257 | — | 384,475 | 41,087 | 1,504,299 | |||||||||||||||||||||||||
2022 | 407,190 | 20,000 | 250,342 | 123,330 | 147,791 | 21,423 | 970,076 | |||||||||||||||||||||||||
Jeewat Bijlani
Executive Vice President, Global Specialty and Chief Growth Officer
|
2024 | 512,173 | — | 1,639,537 | — | 256,502 | 42,806 | 2,451,018 | ||||||||||||||||||||||||
2023 | 500,000 | — | 732,973 | — | 528,125 | 34,840 | 1,795,938 | |||||||||||||||||||||||||
2022 | 464,459 | — | 380,230 | 123,330 | 253,500 | 24,692 | 1,246,211 | |||||||||||||||||||||||||
Jeffrey Fleck
Senior Vice President, Global Supply Chain Officer |
2024 | 453,115 | 87,500 |
|
420,304 | — | 201,342 | 31,529 | 1,193,790 | |||||||||||||||||||||||
Melissa Leneis
Former Executive Vice President, Chief Human Resources Officer
|
2024 | 468,327 | — | 840,642 | — | 228,619 | 188,611 | 1,726,199 | ||||||||||||||||||||||||
2023 | 479,577 | 150,000 | 902,183 | — | 512,281 | 47,974 | 2,092,015 | |||||||||||||||||||||||||
2022 | 217,000 | 150,000 | 1,458,171 | 199,957 | 207,025 | 16,313 | 2,248,466 | |||||||||||||||||||||||||
Robert T. Traub
Senior Vice President, General Counsel and Corporate Secretary |
2024 | 452,173 | — | 541,049 | — | 201,342 | 38,454 | 1,233,018 |
Customers
Customer name | Ticker |
---|---|
Steelcase Inc. | SCS |
V.F. Corporation | VFC |
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
QH Hungary Holdings Ltd | - | 3,884,100 | 0 |
BARRY MICHAEL F | - | 75,949 | 0 |
BERQUIST JOSEPH A | - | 12,280 | 265 |
BERQUIST JOSEPH A | - | 12,243 | 270 |
Bijlani Jeewat | - | 5,099 | 59 |
Bijlani Jeewat | - | 4,747 | 60 |
FRISBY JEFFRY D | - | 4,685 | 0 |
Leneis Melissa | - | 3,178 | 0 |
Traub Robert T | - | 3,150 | 1,217 |
Slinkman David | - | 2,825 | 63 |
Leneis Melissa | - | 2,609 | 0 |
Fleck Jeffrey L | - | 2,327 | 0 |
Fleck Jeffrey L | - | 2,255 | 0 |
Ransley Anna | - | 2,253 | 0 |
Shaller Russell | - | 807 | 0 |
Kutz Jeffrey | - | 374 | 0 |
BAKHSHI NANDITA | - | 277 | 0 |
Gulf Hungary Holding Korlatolt Felelossegu Tarsasag | - | 0 | 3,710,110 |
Osborne William H | - | 0 | 5,560 |