kwr-20231231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)


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

For the fiscal year ended December 31, 2023


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

For the transition period from _____ to _____

Commission file number 001-12019

QUAKER CHEMICAL CORPORATION

(Exact name of registrant as specified in its charter)


Pennsylvania			23-0993790
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

901 E. Hector Street, Conshohocken, Pennsylvania			19428-2380
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (610) 832-4000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1 par value

KWR

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S- T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. (The aggregate market value is computed by reference to the last reported sale on the New York Stock Exchange on June 30, 2023): $2,689,694,842

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date 17,991,778 shares of Common Stock, $1.00 Par Value, as of February 29, 2024.

Audit Firm ID

Auditor Name

Auditor Location

238

PricewaterhouseCoopers, LLP

Philadelphia, Pennsylvania

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive Proxy Statement relating to the 2024 Annual Meeting of Shareholders are incorporated by reference into Part III.


	Payments due by period
(dollars in thousand)													2029 and Beyond
Contractual Obligations	Total		2024		2025		2026		2027		2028
Long-term debt (See Note 19 of Notes to Consolidated Financial Statements)	$	755,046	$	23,250	$	36,955	$	36,914	$	647,899	$	10,028	$	—
Interest obligations (See Note 19 of Notes to Consolidated Financial Statements)	155,556		46,855		44,948		42,601		20,977		175		—
Capital lease obligations (See Note 6 of Notes to Consolidated Financial Statements)	1,032		256		29		229		259		15		244
Operating leases (See Note 6 of Notes to Consolidated Financial Statements)	39,694		13,130		9,027		6,840		3,543		1,909		5,245
Purchase obligations	1,286		1,283		1		1		1		—		—
Income taxes payable (See Note 10 and Note 21 of Notes to Consolidated Financial Statements)	8,849		4,023		4,697		129		—		—		—
Pension and other postretirement plan contributions (See Note 20 of Notes to Consolidated Financial Statements)	14,070		14,070		—		—		—		—		—
Other long-term liabilities (See Note 21 of Notes to Consolidated Financial Statements)	7,480		—		—		—		—		—		7,480
Total contractual cash obligations	$	983,013	$	102,867	$	95,657	$	86,714	$	672,679	$	12,127	$	12,969


		Page










	Part II


Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2














	Part IV
Item 15.	Exhibits and Financial Statement Schedules.	18


Non-GAAP Operating Income and Margin Reconciliations	For the years ended December 31,
	2023			2022			2021
Operating income	$	214,495		$	52,304		$	150,466
Combination, integration and other acquisition-related (credits) expenses (a)	—			8,812			25,412
Restructuring and related charges, net (b)	7,588			3,163			1,433
Strategic planning expenses (c)	4,704			14,446			—
Russia-Ukraine conflict related expenses (j)	—			2,487			—
Facility remediation (recovery) costs, net (d)	—			—			1,509
Impairment charges (e)	—			93,000			—
Other charges (i)	987			3,679			3,805
Non-GAAP operating income	$	227,774		$	177,891		$	182,625
Non-GAAP operating margin (%) (o)	11.7		%	9.2		%	10.4		%


EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Non-GAAP Net Income Reconciliations	For the years ended December 31,
	2023			2022			2021
Net income (loss) attributable to Quaker Chemical Corporation	$	112,748		$	(15,931)		$	121,369
Depreciation and amortization (a)(m)	83,020			81,514			87,728
Interest expense, net	50,699			32,579			22,326
Taxes on income (loss) before equity in net income of associated companies	55,585			24,925			34,939
EBITDA	302,052			123,087			266,362
Equity (income) loss in a captive insurance company (f)	(2,090)			1,427			(4,993)
Combination, integration and other acquisition-related (credits) expenses (a)	(475)			10,990			18,718
Restructuring and related charges, net (b)	7,588			3,163			1,433
Strategic planning expenses (c)	4,704			14,446			—
Facility remediation (recovery) costs, net (d)	(2,141)			(1,804)			2,066
Impairment charges (e)	—			93,000			—

Currency conversion impacts of hyper-inflationary economies (g)	7,849			1,617			564
Brazilian non-income tax credits (h)	—			—			(13,087)
Russia-Ukraine conflict related expenses (j)	—			2,487			—
Loss on extinguishment of debt (k)	—			6,763			—
Other charges (i)	2,892			1,974			3,046
Adjusted EBITDA	$	320,379		$	257,150		$	274,109
Adjusted EBITDA margin (%) (o)	16.4		%	13.2		%	15.6		%

Adjusted EBITDA	$	320,379		$	257,150		$	274,109
Less: Depreciation and amortization - adjusted (a)	83,020			81,514			87,002
Less: Interest expense, net	50,699			32,579			22,326
Less: Taxes on income (loss) before equity in net income of associated companies - adjusted (l)(n)	49,017			37,737			41,976
Non-GAAP net income	$	137,643		$	105,320		$	122,805


Non-GAAP Earnings per Diluted Share Reconciliations	For the years ending December 31,
	2023		2022		2021
GAAP earnings (loss) per diluted share attributable to Quaker Chemical Corporation common shareholders	$	6.26	$	(0.89)	$	6.77
Equity (income) loss in a captive insurance company per diluted share (f)	(0.12)		0.08		(0.28)
Combination, integration and other acquisition-related (credits) expenses per diluted share (a)	(0.03)		0.49		0.82
Restructuring and related charges, net per diluted share (b)	0.32		0.13		0.07
Strategic planning expenses per diluted share (c)	0.21		0.63		—
Facility remediation (recovery) costs, net per diluted share (d)	(0.09)		(0.08)		0.09
Impairment charges per diluted share (e)	—		5.19		—

Currency conversion impacts of hyper-inflationary economies per diluted share (g)	0.44		0.09		0.03
Brazilian non-income tax credits per diluted share (h)	—		—		(0.46)
Russia-Ukraine conflict related expenses per diluted share (j)	—		0.12		—
Loss on extinguishment of debt per diluted share (k)	—		0.29		—
Other charges per diluted share (i)	0.12		0.08		0.13

Impact of certain discrete tax items per diluted share (l)	0.54		(0.26)		(0.32)
Non-GAAP earnings per diluted share (p)	$	7.65	$	5.87	$	6.85


2.1	—	Share Purchase Agreement, dated April 4, 2017, by and among Quaker Chemical Corporation, a Pennsylvania corporation, Gulf Houghton Lubricants, Ltd., an exempted company incorporated under the laws of the Cayman Islands, Global Houghton Ltd., an exempted company incorporated under the laws of the Cayman Islands, and certain members of the management of Global Houghton Ltd. and Gulf Houghton Lubricants, Ltd., as agent for the Sellers. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 8-K, filed on April 5, 2017.***

3.1	—	Amended and Restated Articles of Incorporation (as amended through July 24, 2019). Incorporated by reference to Exhibit 3.1 as filed by the Registrant with its quarterly report on Form 10-Q on August 1, 2019.

3.2	—	Amended and Restated By-laws (effective December 19, 2022). Incorporated by reference to Exhibit 3.1 as filed by Registrant within its current report on Form 8-K on December 20, 2022.

4.1	—	Registration Rights, dated August 1, 2019, issued to certain members of the management of Global Houghton Ltd. and Gulf Houghton Lubricants, Ltd. by Quaker Chemical Corporation. Incorporated by reference to Exhibit 4.5 as filed by Registrant on Form S-3 on August 29, 2019.

4.2	—	Description of Quaker Houghton common stock. Incorporated by reference to Exhibit 4.2 as filed by the Registrant with Form 10-K for the year ended 2019.

10.1	—	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(k) as filed by the Registrant with Form 10-Q for the quarter ended September 30, 2007.

10.2	—	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.

10.3	—	Memorandum of Employment 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.†

10.4	—	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.†

10.5	—	Employment Agreement by and between Registrant and Joseph Berquist dated August 18 2021, effective on September 9, 2021. Incorporated by reference to Exhibit 10.3 as filed by the registrant with Form 10-Q for the quarter ended September 30, 2021.†

10.6	—	Employment Agreement by and between Registrant and Andrew Tometich dated September 2, 2021, effective on October 11, 2021. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended September 30, 2021.†

10.7	—	Change in Control Agreement by and between Registrant and Andrew Tometich dated September 2, 2021, effective on October 11, 2021. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended on September 30, 2021.†

10.8	—	Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Robert Traub, Jeewat Bijlani, and David Slinkman). Incorporated by reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q, filed on November 12, 2019.†

10.9	—	Memorandum of Employment by and between the Registrant and Shane Hostetter dated and effective April 19, 2021. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended on March 31, 2021.†

10.10	—	Form of Change of Control Agreement by and between the Registrant and Shane Hostetter dated and effective April 19, 2021. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter that ended on March 31, 2021.†


10.11	—	Memorandum of Employment by and between the Registrant and Melissa Leneis dated May 24, 2022 and effective July 5, 2022. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2022.†

10.12	—	Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Melissa Leneis). Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2022.†

10.13	—	Memorandum of Employment by and between the Registrant and Dhruwa Rai dated June 23, 2022 and effective July 6, 2022. Incorporated by reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2022.†

10.14	—	Memorandum of Employment by and between the Registrant and Jeffrey Kutz dated November 30, 2023 and effective January 2, 2024 (previously filed with the Annual Report on F orm 10-K filed with the SEC on February 29, 2024). †

10.15	—	Employment Agreement by and between the Registrant and Anna Ransley dated July 31, 2023, effective July 31,2023. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2023.†

10.16	—	Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Anna Ransley). Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended June 30, 2023.†

10.17	—	Employment Agreement by and between the Registrant and Jeffrey Fleck dated January 23, 2023, effective February 27, 2023. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2023.†

10.18	—	Form of Change of Control Agreement by and between the Registrant and certain executive officers (including Jeffrey Fleck). Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2023.†

10.19	—	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.†

10.20	—	2013 Director Stock Ownership Plan as approved May 8, 2013. Incorporated by reference to Appendix B to the Registrant’s definitive proxy statement filed on March 28, 2013.†

10.21	—	Quaker Chemical Corporation 2023 Director Stock Ownership Plan. Incorporated by reference to Appendix A to the Registrant’s definitive proxy statement filed on March 31, 2023.†

10.22	—	Retirement Savings Plan, as amended and restated effective January 22, 2021, approved November 1, 2021.†

10.23	—	Quaker Houghton Annual Incentive Plan (as amended and restated effective November 17, 2021).†

10.24	—	2016 Long-Term Performance Incentive Plan. Incorporated by reference to Appendix C to the Registrant’s definitive proxy statement filed on March 28, 2016.†

10.25	—	Form of Restricted Stock Award Agreement for executive officers and other employees under Registrant’s 2016 Long- Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.3 as filed by Registrant with Form 8-K filed on May 6, 2016.†

10.26	—	Form of Restricted Stock Unit Agreement for executive officers and other employees under Registrant’s 2016 Long- Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.4 as filed by Registrant with Form 8-K filed on May 6, 2016.†

10.27	—	Form of Stock Option Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.30 as filed by the Registrant with Form 10-K for the year ended 2019.†

10.28	—	Chief Executive Officer Transition Agreement dated April 22, 2021, effective December 31, 2021. Incorporated by reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q for the quarter ended on March 31, 2021.†

10.29	—	Form of Restricted Stock Award Agreement for non-employee directors under Registrant’s 2016 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 on June 30, 2021.†


10.30	—	Form of Restricted Stock Award Agreement for executive officers and other employees under Registrant’s 2016 Long- Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10- Q for the quarter ended on June 30, 2021. †

10.31	—	Form of Incentive Stock Option Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended on June 30, 2021.†

10.32	—	Form of Non-Qualified Stock Option Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q for the quarter ended on June 30, 2021.†

10.33	—	Form of Restricted Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.5 as filed by the Registrant with Form 10-Q for the quarter ended on June 30, 2021.†

10.34	—	Form of Performance Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.6 as filed by the Registrant with Form 10-Q for the quarter ended on June 30, 2021.†

10.35	—	Form of Performance Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2016 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended on March 31, 2023.†

10.36	—	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.

10.37	—	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.

10.38	—	Senior Secured Credit Facilities Commitment Letter, dated April 4, 2017, by and among Quaker Chemical Corporation, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 8-K, filed on April 7, 2017.

10.39	—	Credit Agreement, dated as of August 1, 2019, among Quaker Chemical Corporation and certain of its subsidiaries, Banks of America, N.A. and each of the lenders from time to time party thereto. Incorporated by reference to Exhibit 10.3 as filed by Registrant with Form 8-K filed on August 2, 2019.***

10.40	—	Amendment No. 1, dated as of March 17, 2020, to the Credit Agreement, dated as of August 1, 2019. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 8-K filed on March 17, 2020.

10.41	—	Amendment No. 2, dated as of December 10, 2021, to the Credit Agreement, dated as of August 1, 2019.

10.42	—	Amendment No. 3, dated as of June 17, 2022, to the Credit Agreement, dated as of August 1, 2019, as amended. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 8-K filed on June 21, 2022.

10.43	—	Shareholder Agreement, dated August 1, 2019, among Quaker Chemical Corporation, Gulf Hungary Holding Korlátolt Felelősségű Társaság, Gulf Oil International, Ltd. and GOCL Corporation Limited. Inc. Incorporated by reference to Exhibit 10.1 as filed by Registrant with Form 8-K filed on August 2, 2019.

10.44	—	Escrow Agreement, dated August 1, 2019, among Quaker Chemical Corporation, Gulf Houghton Lubricants, Ltd. and Citibank N.A. Incorporated by reference to Exhibit 4.4 as filed by Registrant on Form S-3 on August 29, 2019.***

10.45	—	Amendment No 1, effective March 1, 2020, to the Quaker Houghton Retirement Savings Plan. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with its quarterly report on Form 10-Q on May 11, 2020.†

10.46	—	Amendment No 2, effective February 10, 2020, to the Quaker Houghton Retirement Savings Plan. Incorporated by reference to Exhibit 10.1 as filed by the Registrant with its quarterly report on Form 10-Q on August 5, 2020.†

10.47	—	Amendment No 3, effective April 17, 2020, to the Quaker Houghton Retirement Savings Plan. Incorporated by reference to Exhibit 10.2 as filed by the Registrant with its quarterly report on Form 10-Q on August 5, 2020.†

21.0	—	Subsidiaries and Affiliates of the Registrant (previously filed with the Annual Report on F orm 10-K filed with the SEC on February 29, 2024).

23.0	—	Consent of Independent Registered Public Accounting Firm (previously filed with the Annual Report on F orm 10-K filed with the SEC on February 29, 2024).


31.1	—	Certification of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*

31.2	—	Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*

32.1	—	Certification of Andrew E. Tometich pursuant to 18 U.S.C. Section 1350 (previously filed with the Annual Report on F orm 10-K filed with the SEC on February 29, 2024).

32.2	—	Certification of Shane W. Hostetter pursuant to 18 U.S.C. Section 1350 (previously filed with the Annual Report on F orm 10-K filed with the SEC on February 29, 2024).

97.0	—	Quaker Houghton Compensation Recoupment Policy (previously filed with the Annual Report on F orm 10-K filed with the SEC on February 29, 2024).

101.INS	—	Inline XBRL Instance Document*

101.SCH	—	Inline XBRL Taxonomy Extension Schema Document*





101.LAB	—	Inline XBRL Taxonomy Label Linkbase Document*

101.PRE	—	Inline XBRL Taxonomy Presentation Linkbase Document*

104.0	—	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)*


*			Filed herewith.


***			Certain exhibits and schedules have been omitted, and the Company agrees to furnish supplementally to the Securities and Exchange commission a copy of any omitted exhibits and schedules upon request.

†			Management contract or compensatory plan


			QUAKER CHEMICAL CORPORATION
			Registrant

			By:			/s/ ANDREW E. TOMETICH

						Andrew E. Tometich
						Director, Chief Executive Officer and President

SEC Form 10-K/A filed by Quaker Houghton (Amendment)