UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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INFORMATION TO BE INCLUDED IN THE REPORT
| Item 2.02. | Results of Operations and Financial Condition. |
On November 5, 2020, Quaker Chemical Corporation announced its results of operations for the third quarter ended September 30, 2020 in a press release, the text of which is included as Exhibit 99.1 hereto. Supplemental information related to the same period is also included as Exhibit 99.2 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
The following exhibits are included as part of this report:
| Exhibit No. | Description | |
| 99.1 | Press Release of Quaker Chemical Corporation dated November 5, 2020 (furnished herewith). | |
| 99.2 | Supplemental Information related to the third quarter ended September 30, 2020 (furnished herewith). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| QUAKER CHEMICAL CORPORATION | ||
| Date: November 5, 2020 | By: | /s/ Mary Dean Hall |
| Mary Dean Hall | ||
| Senior Vice President, Chief Financial Officer and Treasurer | ||
Exhibit 99.1
|
NEWS Contact: Mary Dean Hall Senior Vice President, Chief Financial Officer and Treasurer investor@quakerhoughton.com T. 1.610.832.4000 |
 |
| For Release: Immediate |
QUAKER HOUGHTON ANNOUNCES THIRD QUARTER RESULTS
| · | Net sales of $367.2 million up 28% sequentially compared to second quarter but still negatively impacted by lower volumes due to COVID-19 |
| · | GAAP net income of $27.3 million compared to prior year third quarter net loss of $13.1 million; non-GAAP net income of $27.7 million compared to prior year third quarter non-GAAP net income of $25.3 million |
| · | Adjusted EBITDA increased 5% to $63.9 million compared to prior year third quarter pro forma adjusted EBITDA of approximately $61 million |
| · | Strong quarterly cash flow from operations of $67.3 million more than triples year-to-date operating cash flow to $112.0 million compared to $35.5 million in the prior year period |
| · | Expected cost synergies related to the Combination increased to $58 million in 2020, $75 million in 2021, and $80 million in 2022 |
| · | Full year 2020 adjusted EBITDA guidance increased to exceed $215 million |
November 5, 2020
CONSHOHOCKEN, PA – Quaker Chemical Corporation (“the Company”, also known as Quaker Houghton; NYSE: KWR) today announced third quarter results and provided an update regarding the impact of the COVID-19 pandemic on the Company. Third quarter of 2020 net sales were $367.2 million, an increase of 13% compared to the third quarter of 2019. The increase was driven by additional net sales due to the Company’s August 1, 2019 combination with Houghton International, Inc. (“Houghton”), which we refer to as “the Combination”, as well as its October 1, 2019 acquisition of the operating divisions of Norman Hay plc (“Norman Hay”). Current quarter net sales declined approximately 5% compared to prior year third quarter pro forma net sales of approximately $386 million, which are adjusted to include the results of Houghton for the full quarter as well as certain other pro forma adjustments, described below, including the elimination of results associated with divested product lines. This quarter-over-quarter decline in pro forma net sales was primarily due to lower volumes reflecting the impact from COVID-19 on global industrial production partially offset by additional net sales from Norman Hay.
The Company had net income in the third quarter of 2020 of $27.3 million or $1.53 per diluted share compared to prior year third quarter net loss of $13.1 million or $0.80 per diluted share which was impacted by initial inventory fair value adjustments, restructuring charges and costs related to closing the Combination. Excluding costs associated with the Combination and other non-core items in each period, the Company’s current quarter adjusted EBITDA of $63.9 million increased 24% compared to $51.4 million in the third quarter of 2019 primarily due to the Combination, and increased 5% compared to pro forma prior year third quarter adjusted EBITDA of approximately $61 million primarily due to the benefits of cost synergies realized from the Combination and the benefit of Norman Hay in the current quarter, again partially offset by the negative impacts of COVID-19. The Company’s third quarter of 2020 non-GAAP net income increased to $27.7 million compared to $25.3 million in the prior year while its non-GAAP earnings per diluted share were consistent at $1.56 in both periods, as higher net income was offset by the additional shares issued at the close of the Combination. The Company’s strong earnings drove net operating cash flow of approximately $67.3 million during the third quarter of 2020, increasing its year-to-date net operating cash flow to $112.0 million in the first nine months of 2020 compared to $35.5 million in the first nine months of 2019.
Michael F. Barry, Chairman, Chief Executive Officer and President, “We experienced a strong rebound in our business in the third quarter compared to the second quarter with sales growing by 28% and adjusted EBITDA nearly doubling. All four business segments had good sequential growth as our end markets improved from the very poor second quarter conditions, especially in the Americas and EMEA. Our adjusted EBITDA growth continued to benefit from our estimated cost synergies of $17 million in the quarter as well as estimated market share gains of 2% in the quarter. Our cash flow generation continues to be strong as we reduced our net debt by 7% or $58 million this quarter.”
Mr. Barry continued, “While we have seen a rebound in many of our end markets, we are still not back to where we would have expected our business to be when we started the year. Looking forward, we expect gradual sequential improvement in our markets as we progress through the next two years, although given the uncertainty in our operating environment, the improvement by quarter is hard to predict. For the fourth quarter we expect our adjusted EBITDA to be in the range of our third quarter result. For the full year, we now expect our adjusted EBITDA to exceed $215 million. Overall, our integration synergies, additional cost savings actions, improvement in product margins, and good cash flows are expected to continue to help us during this challenging time. As we look forward to 2021, we expect to achieve a 20+% increase in our adjusted EBITDA as we complete our integration cost synergies, continue to take share in the marketplace and benefit from a projected gradual rebound in demand.”
Third Quarter 2020 Consolidated Results
Net sales were $367.2 million in the third quarter of 2020 compared to $325.1 million in the third quarter of 2019. The net sales increase of 13% quarter-over-quarter includes additional net sales from acquisitions, primarily Houghton and Norman Hay, of $74.6 million. Excluding net sales related to acquisitions, current quarter net sales would have declined approximately 10%, primarily due to an 8% decrease in sales volumes driven by the negative impact of COVID-19 on global production levels in the current quarter, as well as a 1% negative impact from foreign currency translation and a 1% decrease from price and product mix.
Gross profit in the third quarter of 2020 increased $35.1 million compared to the third quarter of 2019 primarily due to additional gross profit from Houghton and Norman Hay, as well as higher gross margins quarter-over-quarter. The Company’s gross margin in the current quarter was 38.2% compared to 32.3% in the third quarter of 2019 which included a $10.2 million expense associated with selling acquired Houghton inventory at its fair value. Excluding this one-time increase to cost of goods sold (“COGS”), the Company estimates that its gross margin for the third quarter of 2019 would have been approximately 35.5%. The estimated increase in gross margin quarter-over-quarter was primarily due to lower COGS as a result of the Company’s progress on Combination-related logistics, procurement and manufacturing cost savings initiatives.
Selling, general and administrative expenses (“SG&A”) in the third quarter of 2020 increased $16.2 million compared to the third quarter of 2019 due primarily to additional SG&A from Houghton and Norman Hay, partially offset by lower SG&A due to the impact of COVID-19 cost savings actions, including lower travel expenses, and the benefits of realized cost savings associated with the Combination.
During the third quarter of 2020, the Company incurred $6.9 million of Combination, integration and other acquisition-related expenses, primarily for professional fees related to Houghton integration activities. Comparatively, the Company incurred $14.7 million of similar expenses in the prior year third quarter, primarily due to various professional fees related to integration planning and regulatory approval as well as professional fees associated with closing the Combination on August 1, 2019.
The Company initiated a restructuring program during the third quarter of 2019 as part of its global plan to realize cost synergies associated with the Combination and recorded an initial $24.0 million restructuring charge. The Company expects reductions in headcount and site closures under this program to continue during 2020 and into 2021 and recorded additional restructuring and related charges of $1.4 million during the current quarter.
Operating income in the third quarter of 2020 was $34.9 million compared to an operating loss of $14.5 million in the third quarter of 2019. Excluding Combination, integration and other acquisition-related expenses, restructuring and related charges, and other expenses that are not indicative of the Company’s future operating performance, the Company’s current quarter non-GAAP operating income increased 25% to $43.2 million compared to $34.5 million in the prior year quarter, primarily due to additional operating income from Houghton and Norman Hay and the benefits from cost savings related to the Combination, partially offset by the negative impact of COVID-19. The Company now expects to realize cost synergies of approximately $58 million in 2020 (up from $53 million), approximately $75 million in 2021 (up from $65 million) and $80 million in 2022 (up from $75 million). The Company estimates that it has realized approximately $17 million of cost savings related to the Combination during the third quarter of 2020, increasing its synergies realized in 2020 to approximately $40 million.
Other expense, net, was $0.2 million in the third quarter of 2020 compared to other income, net, of $0.2 million in the prior year third quarter. The quarter-over-quarter change to other expense, net, was driven by higher foreign currency transaction losses in the third quarter of 2020 as compared to the prior year third quarter, partially offset by lower expenses from the non-service components of pension and postretirement benefit costs in the current quarter.
Interest expense, net, increased $0.7 million compared to the prior year third quarter primarily due to an additional month of borrowings in the current quarter under the Company’s term loans and revolving credit facility to finance the closing of the Combination on August 1, 2019, as well as higher current quarter borrowings outstanding as a result of the additional revolver borrowings in March 2020 at the onset of the pandemic, partially offset by a decline in overall interest rates during the current quarter.
The Company’s effective tax rates for the third quarters of 2020 and 2019 were an expense of 8.1% compared to a benefit of 27.6%, respectively. The Company’s current quarter effective tax rate was impacted by certain one-time items, including benefits related to the impact of recently issued U.S. tax regulations and other changes in foreign tax credit valuation allowances, a change in a foreign subsidiary’s statutory rate and impacts related to the Combination. Similarly, the prior year third quarter’s tax rate was impacted by the pre-tax losses driven by the Combination costs, restructuring charges and inventory fair value expense previously mentioned. Excluding the impact of these costs and all other non-core items in each quarter, described in the Non-GAAP and Pro Forma measures section below, the Company estimates that its effective tax rates for the third quarters of 2020 and 2019 would have been approximately 24% and 20%, respectively. The higher estimated current quarter tax rate was driven by a change in the current quarter earnings footprint to entities with higher statutory tax rates as well as a cumulative year-to-date tax benefit recorded during the third quarter of 2019 as a result of one of its subsidiaries receiving approval for the renewal of a concessionary 15% tax rate compared to its 25% statutory tax rate. The concessionary tax rate was available to the Company’s subsidiary during all quarters of 2020.
Equity in net income of associated companies was consistent at $1.8 million in both the third quarters of 2020 and 2019.
Foreign exchange negatively impacted the Company’s current quarter results by approximately $0.18 per diluted share, primarily due to higher foreign exchange transaction losses quarter-over-quarter and, to a lesser extent, an aggregate negative impact from foreign currency translation on earnings.
First Nine Months 2020 Consolidated Results
Net sales were $1,031.8 million in the first nine months of 2020 compared to $742.2 million in the first nine months of 2019. The net sales increase of 39% year-over-year includes additional net sales from acquisitions, primarily Houghton and Norman Hay, of $407.4 million. Excluding net sales from acquisitions, current year net sales would have declined approximately 16% due to a 13% decrease in sales volumes associated with the negative impacts of COVID-19 on global production levels, as well as a 2% negative impact from foreign currency translation and a 1% decrease from price and product mix.
Gross profit in the first nine months of 2020 increased $115.4 million compared to the first nine months of 2019 primarily due to additional gross profit from Houghton and Norman Hay. The Company’s gross margin in the current period was 36.0% compared to 34.5% in 2019, which includes a $10.2 million expense associated with selling Houghton’s inventory at fair value. Excluding this one-time increase to COGS, the Company estimates that its gross margin for the first nine months of 2019 would have been 35.9%, relatively consistent with the current year.
SG&A in the first nine months of 2020 increased $100.1 million compared to the first nine months of 2019 due primarily to additional SG&A from Houghton and Norman Hay, partially offset by the same drivers described in the third quarter description noted above.
During the first nine months of 2020, the Company incurred $22.8 million of Combination, integration and other acquisition-related expenses, primarily for professional fees related to Houghton integration activities. Comparatively, the Company incurred $23.8 million of similar expenses in the prior year, primarily due to various professional fees related to integration planning and regulatory approval as well as professional fees associated with closing the Combination.
As noted above, the Company initiated a restructuring program during the third quarter of 2019 as part of its global plan to realize cost synergies associated with the Combination. During the first nine months of 2020, the Company recorded additional restructuring and related charges of $3.6 million. Comparatively, the Company incurred restructuring and related charges of $24.0 million during the first nine months of 2019.
During the first quarter of 2020, the Company recorded a $38.0 million non-cash impairment charge to write down the value of certain indefinite-lived intangible assets associated with the Combination. This non-cash impairment charge is related to certain acquired Houghton trademarks and tradenames and is primarily the result of the current year negative impacts of COVID-19 on their estimated fair values. There were no other impairment charges in 2020 or in the prior year.
Operating income in the first nine months of 2020 was $24.7 million compared to $25.9 million in the first nine months of 2019. Excluding Combination, integration and other acquisition-related expenses, restructuring and related charges, the non-cash indefinite-lived intangible asset impairment charge, and other expenses that are not indicative of the Company’s future operating performance, the Company’s non-GAAP operating income increased to $90.4 million for the first nine months of 2020 compared to $84.3 million in the prior year period, primarily due to additional operating income from Houghton and Norman Hay and the benefits from cost savings related to the Combination, partially offset by the negative impact of COVID-19.
Other expense, net, was $22.4 million in the first nine months of 2020 compared to $0.4 million in the prior year period. The year-over-year increase in other expense, net was primarily due to a first quarter of 2020 non-cash settlement charge of $22.7 million associated with the termination of the legacy Quaker U.S. Pension Plan, as well as higher foreign currency transaction losses in the current year.
Interest expense, net, increased $14.5 million in the first nine months of 2020 compared to the prior year primarily due to additional borrowings under the Company’s term loans and revolving credit facility to finance the closing of the Combination.
The Company’s effective tax rates for the first nine months of 2020 and 2019 were a benefit of 38.3% and an expense of 22.9%, respectively. The Company’s current year effective tax rate was impacted by the pre-tax loss for the nine months ended September 30, 2020, the tax effect of certain one-time pre-tax costs as well as certain one-time tax charges and benefits in the current period, including those mentioned in the three months analysis above as well as those related to the impact of recently issued U.S. tax regulations and other changes in the valuation allowance for foreign tax credits acquired with the Combination, additional charges for uncertain tax positions relating to certain foreign tax audits, and the tax impact of the Company’s termination of its legacy Quaker U.S. pension plan. Comparatively, the prior year effective tax rate was primarily impacted by certain non-deductible costs associated with the Combination. Excluding the impact of all non-core items in each quarter, described in the Non-GAAP and Pro Forma measures section below, the Company estimates that its effective tax rates were relatively consistent for the first nine months of 2020 and 2019 at approximately 23% and 22%, respectively.
Equity in net income of associated companies increased $0.7 million in the first nine months of 2020 compared to the first nine months of 2019, primarily due to additional earnings from Houghton’s 50% interest in a joint venture in Korea, partially offset by lower earnings as compared to the prior year period from the Company’s interest in a captive insurance company.
Foreign exchange negatively impacted the Company’s first nine months of 2020 results by approximately $0.27 per diluted share, primarily due to higher foreign exchange transaction losses year-over-year and, to a lesser extent, an aggregate negative impact from foreign currency translation on earnings.
Cash Flow and Liquidity Highlights
The Company had net operating cash flow of approximately $67.3 million during the third quarter of 2020, increasing its year-to-date net operating cash flow to $112.0 million in the first nine months of 2020 compared to $35.5 million in the first nine months of 2019. The $76.5 million increase in net operating cash flow year-over-year was primarily driven by additional earnings from Houghton and Norman Hay, releases in working capital as sales volumes declined due to COVID-19, and lower cash outflows associated with the Combination.
The Company has no material debt maturities until August 1, 2024. As of September 30, 2020, the Company’s total gross debt was $896.6 million and its cash on hand was $155.8 million. The Company’s net debt was $740.8 million, and its net debt divided by its trailing twelve months adjusted EBITDA was approximately 3.4 to 1 as of September 30, 2020. The Company’s consolidated net leverage ratio, as defined under its bank agreement, was approximately 2.9 to 1 as of September 30, 2020 compared to a maximum permitted leverage of 4.25 to 1. Based on current projections, including multiple forecasted scenarios of future liquidity and leverage, the Company does not expect any compliance issues with its bank covenants.
Non-GAAP and Pro Forma Measures
The information included in this press release includes non-GAAP (unaudited) financial information that includes EBITDA, adjusted EBITDA, adjusted EBITDA margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income, non-GAAP earnings per diluted share, and pro forma net sales, net income (loss) attributable to Quaker Houghton, EBITDA, adjusted EBITDA, and adjusted EBITDA margin. The Company believes these non-GAAP financial measures provide meaningful supplemental information as they enhance a reader’s understanding of the financial performance of the Company, are indicative of future operating performance of the Company, and facilitate a comparison among fiscal periods, as the non-GAAP financial measures exclude items that are not indicative of future operating performance or not considered core to the Company’s operations. Non-GAAP results and pro forma information are presented for supplemental informational purposes only and should not be considered a substitute for the financial information presented in accordance with GAAP.
The Company presents EBITDA which is calculated as net income (loss) attributable to the Company before depreciation and amortization, interest expense, net, and taxes on (loss) income before equity in net income of associated companies. The Company also presents adjusted EBITDA which is calculated as EBITDA plus or minus certain items that are not indicative of future operating performance or not considered core to the Company’s operations. In addition, the Company presents non-GAAP operating income which is calculated as operating income (loss) plus or minus certain items that are not indicative of future operating performance or not considered core to the Company’s operations. Adjusted EBITDA margin and non-GAAP operating margin are calculated as the percentage of adjusted EBITDA and non-GAAP operating income to consolidated net sales, respectively. The Company believes these non-GAAP measures provide transparent and useful information and are widely used by analysts, investors, and competitors in our industry as well as by management in assessing the operating performance of the Company on a consistent basis.
Additionally, the Company presents non-GAAP net income and non-GAAP earnings per diluted share as additional performance measures. Non-GAAP net income is calculated as adjusted EBITDA, defined above, less depreciation and amortization, interest expense, net, and taxes on income (loss) before equity in net income of associated companies, in each case adjusted, as applicable, for any depreciation, amortization, interest or tax impacts resulting from the non-core items identified in the reconciliation of net income (loss) attributable to the Company to adjusted EBITDA. Non-GAAP earnings per diluted share is calculated as non-GAAP net income per diluted share as accounted for under the “two-class share method.” The Company believes that non-GAAP net income and non-GAAP earnings per diluted share provide transparent and useful information and are widely used by analysts, investors, and competitors in our industry as well as by management in assessing the operating performance of the Company on a consistent basis.
As it relates to the fourth quarter and full year 2020 expected adjusted EBITDA, 2021 projected adjusted EBITDA growth and other forward-looking information described further above, the Company has not provided guidance for comparable GAAP measures or a quantitative reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because it is unable to determine with reasonable certainty the ultimate outcome of certain significant items necessary to calculate such measures without unreasonable effort. These items include, but are not limited to, certain non-recurring or non-core items the Company may record that could materially impact net income, as well as the impact of COVID-19. These items are uncertain, depend on various factors, and could have a material impact on the U.S. GAAP reported results for the guidance period.
The Company’s reference to trailing twelve months adjusted EBITDA within this press release refers to the twelve month period ended September 30, 2020 adjusted EBITDA of $217.1 million, which includes the nine months ended September 30, 2020 adjusted EBITDA of $156.5 million, as presented in the non-GAAP reconciliations below, as well as the three months ended December 31, 2019 adjusted EBITDA of $60.6 million, as presented in the non-GAAP reconciliations included in the Company’s fourth quarter and full year 2019 results press release dated March 2, 2020.
The following tables reconcile the Company’s non-GAAP financial measures (unaudited) to their most directly comparable GAAP (unaudited) financial measures (dollars in thousands unless otherwise noted, except per share amounts):
Non-GAAP Operating Income and Margin Reconciliations
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Operating income (loss) | $ | 34,859 | $ | (14,502 | ) | $ | 24,653 | $ | 25,858 | |||||||
| Fair value step up of inventory sold | — | 10,214 | 226 | 10,214 | ||||||||||||
| Houghton combination, integration and other acquisition-related expenses (a) | 6,913 | 14,702 | 23,442 | 23,789 | ||||||||||||
| Restructuring and related charges | 1,383 | 24,045 | 3,585 | 24,045 | ||||||||||||
| Customer bankruptcy costs | — | — | 463 | — | ||||||||||||
| Charges related to the settlement of a non-core equipment sale | — | — | — | 384 | ||||||||||||
| Indefinite-lived intangible asset impairment | — | — | 38,000 | — | ||||||||||||
| Non-GAAP operating income | $ | 43,155 | $ | 34,459 | $ | 90,369 | $ | 84,290 | ||||||||
| Non-GAAP operating margin (%) | 11.8 | % | 10.6 | % | 8.8 | % | 11.4 | % | ||||||||
EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Non-GAAP Net Income Reconciliations
Three
Months Ended | Nine
Months Ended | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Net income (loss) attributable to Quaker Chemical Corporation | $ | 27,304 | $ | (13,053 | ) | $ | (8,812 | ) | $ | 16,382 | ||||||
| Depreciation and amortization (a)(b) | 21,022 | 14,312 | 63,764 | 24,014 | ||||||||||||
| Interest expense, net (c) | 6,837 | 6,102 | 22,109 | 7,611 | ||||||||||||
| Taxes on income (loss) before equity in net income of associated companies (d) | 2,245 | (5,633 | ) | (7,603 | ) | 4,096 | ||||||||||
| EBITDA | $ | 57,408 | $ | 1,728 | $ | 69,458 | $ | 52,103 | ||||||||
| Equity income in a captive insurance company | (542 | ) | (524 | ) | (697 | ) | (1,260 | ) | ||||||||
| Fair value step up of inventory sold | — | 10,214 | 226 | 10,214 | ||||||||||||
| Houghton combination, integration and other acquisition-related expenses (a) | 6,913 | 14,702 | 22,679 | 23,789 | ||||||||||||
| Restructuring and related charges | 1,383 | 24,045 | 3,585 | 24,045 | ||||||||||||
| Customer bankruptcy costs | — | — | 463 | — | ||||||||||||
| Charges related to the settlement of a non-core equipment sale | — | — | — | 384 | ||||||||||||
| Indefinite-lived intangible asset impairment | — | — | 38,000 | — | ||||||||||||
| Pension and postretirement benefit costs, non-service components | (1,375 | ) | 513 | 22,491 | 2,304 | |||||||||||
| Currency conversion impacts of hyper-inflationary economies | 154 | 728 | 278 | 891 | ||||||||||||
| Adjusted EBITDA | $ | 63,941 | $ | 51,406 | $ | 156,483 | $ | 112,470 | ||||||||
| Adjusted EBITDA margin (%) | 17.4 | % | 15.8 | % | 15.2 | % | 15.2 | % | ||||||||
| Adjusted EBITDA | $ | 63,941 | $ | 51,406 | $ | 156,483 | $ | 112,470 | ||||||||
| Less: Depreciation and amortization (b) | 21,022 | 14,312 | 63,002 | 24,014 | ||||||||||||
| Less: Interest expense, net - adjusted (c) | 6,837 | 5,747 | 22,109 | 5,531 | ||||||||||||
| Less: Taxes on income (loss) before equity in net income of associated companies – adjusted (d) | 8,337 | 6,086 | 15,473 | 17,913 | ||||||||||||
| Non-GAAP net income | $ | 27,745 | $ | 25,261 | $ | 55,899 | $ | 65,012 | ||||||||
Non-GAAP Earnings per Diluted Share Reconciliations
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| GAAP earnings (loss) per diluted share attributable to Quaker Chemical Corporation common shareholders (e) | $ | 1.53 | $ | (0.80 | ) | $ | (0.50 | ) | $ | 1.14 | ||||||
| Equity income in a captive insurance company per diluted share | (0.03 | ) | (0.03 | ) | (0.04 | ) | (0.09 | ) | ||||||||
| Fair value step up of inventory sold per diluted share | — | 0.47 | 0.01 | 0.53 | ||||||||||||
| Houghton combination, integration and other acquisition-related expenses per diluted share (a) | 0.30 | 0.75 | 1.03 | 1.50 | ||||||||||||
| Restructuring and related charges per diluted share | 0.06 | 1.13 | 0.15 | 1.28 | ||||||||||||
| Customer bankruptcy costs per diluted share | — | — | 0.02 | — | ||||||||||||
| Charges related to the settlement of a non-core equipment sale per diluted share | — | — | — | 0.02 | ||||||||||||
| Indefinite-lived intangible asset impairment per diluted share | — | — | 1.65 | — | ||||||||||||
| Pension and postretirement benefit costs, non-service components per diluted share | (0.06 | ) | 0.02 | 0.83 | 0.12 | |||||||||||
| Currency conversion impacts of hyper-inflationary economies per diluted share | 0.01 | 0.05 | 0.02 | 0.06 | ||||||||||||
| Transition tax adjustments per diluted share | — | (0.03 | ) | — | (0.03 | ) | ||||||||||
| Impact of certain discrete tax items per diluted share | (0.25 | ) | — | (0.02 | ) | — | ||||||||||
| Non-GAAP earnings per diluted share (e) | $ | 1.56 | $ | 1.56 | $ | 3.15 | $ | 4.53 | ||||||||
| (a) | The Company recorded $0.8 million of accelerated depreciation expense during the nine months ended September 30, 2020, related to the Combination, of which $0.7 million was recorded in COGS and $0.1 million was recorded in Combination, integration and other acquisition-related expenses. This amount is recorded within COGS is included in the caption Houghton combination, integration and other acquisition-related expenses in the reconciliation of Operating income (loss) to Non-GAAP operating income and GAAP earnings (loss) per diluted share attributable to Quaker Chemical Corporation common shareholders to Non-GAAP earnings per diluted share. In addition, this amount is recorded within the caption Depreciation and amortization in the reconciliation of Net income (loss) attributable to Quaker Chemical Corporation to Adjusted EBITDA; however, it is excluded in the reconciliation of Adjusted EBITDA to Non-GAAP net income. There was no similar accelerated depreciation expense in the three months ended September 30, 2020 or the three and nine months ended September 30, 2019. |
| (b) | Depreciation and amortization for the three and nine months ended September 30, 2020 includes approximately $0.2 million and $0.9 million, respectively, of amortization expense recorded within equity in net income of associated companies in the Statements of Operations, attributable to the amortization of the fair value step up for Houghton’s 50% interest in a joint venture in Korea as a result of required purchase accounting. Comparatively, the three and nine months ended September 30, 2019 includes $0.1 million of similar amortization expense recorded within equity in net income of associated companies. |
| (c) | Interest expense, net – adjusted excludes $0.4 million and $2.1 million for the three and nine months ended September 30, 2019, respectively, of interest costs the Company incurred to maintain the bank commitment to finance the Combination, prior to executing the Company’s credit facility and closing the Combination on August 1, 2019. |
| (d) | Taxes on income (loss) before equity in net income of associated companies – adjusted includes the Company’s tax expense adjusted for the impact of any current and deferred income tax expense (benefit), as applicable, of the reconciling items presented in the reconciliation of Net income (loss) attributable to Quaker Chemical Corporation to adjusted EBITDA, above, determined utilizing the applicable rates in the taxing jurisdictions in which these adjustments occurred, subject to deductibility. In addition, this caption also includes the impact of certain specific tax charges and benefits which the Company does not consider core or indicative of future performance, including tax benefits of $4.5 million and $0.4 million in the three and nine months ended September 30, 2020 and incremental tax expense of $0.4 million during both the three and nine months ended September 30, 2019. |
| (e) | The Company’s calculation of GAAP and non-GAAP earnings (loss) per diluted share attributable to Quaker Chemical Corporation common shareholders for the three and nine months ended September 30, 2020 and 2019 was impacted by the 4.3 million share issuance in connection with closing the Combination. As a result, the per diluted share result for each of the first three quarters of 2019, as reported on a standalone basis, may not add up to the per diluted share result for the nine months ended September 30, 2019. |
Pro Forma Adjusted Measures and Reconciliations
The Company has provided certain unaudited pro forma financial information in this press release. The unaudited pro forma financial information is based on the historical consolidated financial statements and results of both Quaker and Houghton, and has been prepared to illustrate the effects of the Combination. The unaudited pro forma financial information has been presented for informational purposes only and is not necessarily indicative of Quaker Houghton’s past results of operations, nor is it indicative of the future operating results of Quaker Houghton and should not be considered a substitute for the financial information presented in accordance with GAAP. The Company has not provided pro forma financial information as it relates to the acquired operating divisions of Norman Hay plc based on materiality. The following schedules present the Company’s unaudited pro forma 2019 financial information (see footnote a) for net sales, as well as net (loss) income attributable to Quaker Houghton and the applicable reconciliation to EBITDA and adjusted EBITDA on a pro forma non-GAAP basis (dollars in millions unless otherwise noted):
| Three months ended September 30, 2019 | ||||||||||||||||||||
| As Reported | Houghton. | Divestitures (b) | Other (c) | Pro Forma * | ||||||||||||||||
| Net sales | $ | 325 | $ | 72 | $ | (9 | ) | $ | (2 | ) | $ | 386 | ||||||||
| Net (loss) income attributable to Quaker Houghton | $ | (13 | ) | $ | (7 | ) | $ | (1 | ) | $ | 2 | $ | (20 | ) | ||||||
| Depreciation and amortization | 14 | 4 | — | 0 | 19 | |||||||||||||||
| Interest expense, net | 6 | 5 | — | (2 | ) | 9 | ||||||||||||||
| Taxes on (loss) income (d) | (6 | ) | 4 | (0 | ) | 0 | (2 | ) | ||||||||||||
| EBITDA * | 2 | 6 | (1 | ) | 0 | 7 | ||||||||||||||
| Combination, integration and other acquisition-related expenses | 15 | 40 | — | — | 55 | |||||||||||||||
| Gain on sale of divested assets | — | (35 | ) | — | — | (35 | ) | |||||||||||||
| Fair value step up of Houghton inventory sold | 10 | — | — | — | 10 | |||||||||||||||
| Restructuring and related charges | 24 | — | — | — | 24 | |||||||||||||||
| Other addbacks (e) | 1 | 0 | — | — | 1 | |||||||||||||||
| Adjusted EBITDA * | $ | 51 | $ | 11 | $ | (1 | ) | $ | 0 | $ | 61 | |||||||||
| Adjusted EBITDA margin * (%) | 16 | % | 15 | % | 13 | % | -5 | % | 16 | % | ||||||||||
| Nine months ended September 30, 2019 | ||||||||||||||||||||
| As Reported | Houghton | Divestitures (b) | Other (c) | Pro Forma * | ||||||||||||||||
| Net sales | $ | 742 | $ | 475 | $ | (34 | ) | $ | (13 | ) | $ | 1,171 | ||||||||
| Net income (loss) attributable to Quaker Houghton | $ | 16 | $ | (3 | ) | $ | (6 | ) | $ | 9 | $ | 16 | ||||||||
| Depreciation and amortization | 24 | 31 | — | 3 | 58 | |||||||||||||||
| Interest expense, net | 8 | 33 | — | (14 | ) | 26 | ||||||||||||||
| Taxes on income (loss) (d) | 4 | (1 | ) | (2 | ) | 3 | 4 | |||||||||||||
| EBITDA * | 52 | 60 | (8 | ) | 1 | 104 | ||||||||||||||
| Combination, integration and other acquisition-related expenses | 24 | 44 | — | — | 68 | |||||||||||||||
| Gain on sale of divested assets | — | (35 | ) | — | — | (35 | ) | |||||||||||||
| Fair value step up of Houghton inventory sold | 10 | — | — | — | 10 | |||||||||||||||
| Restructuring and related charges | 24 | — | — | — | 24 | |||||||||||||||
| Other addbacks (e) | 2 | (0 | ) | — | — | 2 | ||||||||||||||
| Adjusted EBITDA * | $ | 112 | $ | 68 | $ | (8 | ) | $ | 1 | $ | 173 | |||||||||
| Adjusted EBITDA margin * (%) | 15 | % | 14 | % | 24 | % | -4 | % | 15 | % | ||||||||||
* Certain amounts may not calculate due to rounding, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin (%) as well as the total pro forma financial results as presented for combined Quaker Houghton
| (a) | As reported results for the three and nine months ended September 30, 2019 include two months of Houghton’s operations as the Combination closed on August 1, 2019. Houghton reflects the results prior to closing of the Combination, including the month of July 2019 for the three months ended September 30, 2019 and year-to-date July 2019, for the nine months ended September 30, 2019. Pro forma results for the three and nine months ended September 30, 2020 have not been presented above because the actual results for Quaker Houghton as presented in this press release are the applicable comparative results. |
| (b) | Divestitures includes the elimination of results associated with divested product lines. |
| (c) | Other includes: (i) additional depreciation and amortization expense based on the initial estimates of fair value step up and estimated useful lives of depreciable fixed assets, definite-lived intangible assets and investment in associated companies acquired; (ii) adoption of required accounting guidance and alignment of related accounting policies; (iii) elimination of transactions between Quaker and Houghton; and (iv) an adjustment to interest expense, net, to reflect the impact of the new financing and capital structure of the combined Company. |
| (d) | Taxes on income (loss) related to the Divestiture and Other reflect each tax effected at the U.S. tax rate of 21%. |
| (e) | Other addbacks includes: (i) equity income in a captive insurance company; (ii) currency conversion impacts of hyper-inflationary economies; (iii) pension and postretirement benefit costs, non-service components; and for the nine months ended September 30, 2019, charges related to the settlement of a non-core equipment sale. |
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the fact that they do not relate strictly to historical or current facts. We have based these forward-looking statements, including statements regarding the potential effects of the COVID-19 pandemic on the Company’s business, results of operations, or financial condition and expectations regarding our liquidity position and our continued compliance with the terms of the Company’s credit facility on our current expectations about future events. These forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, intentions, financial condition, results of operations, future performance, and business, including but not limited to the potential benefits of the Combination, the impacts on our business as a result of the COVID-19 pandemic and any projected global economic rebound or anticipated positive results due to Company actions taken in response to the pandemic, and 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. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in such statements. A major risk is that demand for the Company's products and services is largely derived from the demand for its customers' products, which subjects the Company to uncertainties related to downturns in a customer's business and unanticipated customer production shutdowns. Other major risks and uncertainties include, but are not limited to, the primary and secondary impacts of the COVID-19 pandemic, including actions taken in response to the pandemic by various governments, which could exacerbate some or all of the other risks and uncertainties faced by the Company, including the potential for significant increases in raw material costs, supply chain disruptions, customer financial stability, worldwide economic and political conditions, foreign currency fluctuations, significant changes in applicable tax rates and regulations, future terrorist attacks and other acts of violence. Furthermore, the Company is subject to the same business cycles as those experienced by steel, automobile, aircraft, industrial equipment, and durable goods manufacturers. The ultimate impact of COVID-19 on our business will depend on, among other things, the extent, duration and strength of the resurgence of the pandemic, the severity of the disease and the number of people infected with the virus, the continued uncertainty regarding widespread availability of a vaccine, the effects on the economy by the pandemic, including the resulting market volatility, and by the measures taken by governmental authorities and other third parties restricting day-to-day life and business operations and the length of time that such measures remain in place, and governmental programs implemented to assist businesses impacted by the COVID-19 pandemic. Other factors could also adversely affect us, including those related to the Combination and other acquisitions and the integration of the combined company as well as other acquired businesses. Our forward-looking statements are subject to risks, uncertainties and assumptions about the Company and its operations that are subject to change based on various important factors, some of which are beyond our control. These risks, uncertainties, and possible inaccurate assumptions relevant to our business could cause our actual results to differ materially from expected and historical results. All forward-looking statements included in this press release, including expectations about the improvements in business conditions during the remainder of 2020 and future periods, are based upon information available to the Company as of the date of this press release, which may change. Therefore, we caution you not to place undue reliance on our forward-looking statements. For more information regarding these risks and uncertainties as well as certain additional risks that we face, refer to the Risk Factors section, which appears in Item 1A of our Quarterly Report on Form 10-Q for the period ended September 30, 2020, as well as in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2019, and in our other reports filed from time to time with the Securities and Exchange Commission. We do not intend to, and we disclaim any duty or obligation to, update or revise any forward-looking statements to reflect new information or future events or for any other reason. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.
Conference Call
As previously announced, the Company’s investor conference call to discuss its third quarter performance is scheduled for November 6, 2020 at 8:30 a.m. (ET). A live webcast of the conference call, together with supplemental information, can be accessed through the Company’s Investor Relations website at investors.quakerhoughton.com. You can also access the conference call by dialing 877-269-7756.
About Quaker Houghton
Quaker Houghton is a global leader in industrial process fluids. With a presence around the world, including operations in over 25 countries, our customers include thousands of the world’s most advanced and specialized steel, aluminum, automotive, aerospace, offshore, can, mining, and metalworking companies. Our high-performing, innovative and sustainable solutions are backed by best-in-class technology, deep process knowledge and customized services. With approximately 4,500 employees, including chemists, engineers and industry experts, we partner with our customers to improve their operations so they can run even more efficiently, even more effectively, whatever comes next. Quaker Houghton is headquartered in Conshohocken, Pennsylvania, located near Philadelphia in the United States. Visit quakerhoughton.com to learn more.
Quaker Chemical Corporation
Condensed Consolidated Statements of Operations
(Dollars in thousands, except share and per share amounts)
| (Unaudited) | ||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Net sales | $ | 367,224 | $ | 325,130 | $ | 1,031,825 | $ | 742,209 | ||||||||
| Cost of goods sold | 227,032 | 220,073 | 660,396 | 486,224 | ||||||||||||
| Gross profit | 140,192 | 105,057 | 371,429 | 255,985 | ||||||||||||
| % | 38.2 | % | 32.3 | % | 36.0 | % | 34.5 | % | ||||||||
| Selling, general and administrative expenses | 97,037 | 80,812 | 282,405 | 182,293 | ||||||||||||
| Indefinite-lived intangible asset impairment | - | - | 38,000 | - | ||||||||||||
| Restructuring and related charges | 1,383 | 24,045 | 3,585 | 24,045 | ||||||||||||
| Combination, integration and other acquisition-related expenses | 6,913 | 14,702 | 22,786 | 23,789 | ||||||||||||
| Operating income (loss) | 34,859 | (14,502 | ) | 24,653 | 25,858 | |||||||||||
| % | 9.5 | % | -4.5 | % | 2.4 | % | 3.5 | % | ||||||||
| Other (expense) income, net | (239 | ) | 203 | (22,407 | ) | (389 | ) | |||||||||
| Interest expense, net | (6,837 | ) | (6,102 | ) | (22,109 | ) | (7,611 | ) | ||||||||
| Income (loss) before taxes and equity in net income of associated companies | 27,783 | (20,401 | ) | (19,863 | ) | 17,858 | ||||||||||
| Taxes on income (loss) before equity in net income of associated companies | 2,245 | (5,633 | ) | (7,603 | ) | 4,096 | ||||||||||
| Income (loss) before equity in net income of associated companies | 25,538 | (14,768 | ) | (12,260 | ) | 13,762 | ||||||||||
| Equity in net income of associated companies | 1,804 | 1,787 | 3,536 | 2,806 | ||||||||||||
| Net income (loss) | 27,342 | (12,981 | ) | (8,724 | ) | 16,568 | ||||||||||
| Less: Net income attributable to noncontrolling interest | 38 | 72 | 88 | 186 | ||||||||||||
| Net income (loss) attributable to Quaker Chemical Corporation | $ | 27,304 | $ | (13,053 | ) | $ | (8,812 | ) | $ | 16,382 | ||||||
| % | 7.4 | % | -4.0 | % | -0.9 | % | 2.2 | % | ||||||||
| Share and per share data: | ||||||||||||||||
| Basic weighted average common shares outstanding | 17,743,538 | 16,185,724 | 17,704,662 | 14,271,121 | ||||||||||||
| Diluted weighted average common shares outstanding | 17,800,865 | 16,185,724 | 17,704,662 | 14,313,971 | ||||||||||||
| Net income (loss) attributable to Quaker Chemical Corporation common shareholders - basic | $ | 1.53 | $ | (0.80 | ) | $ | (0.50 | ) | $ | 1.15 | ||||||
| Net income (loss) attributable to Quaker Chemical Corporation common shareholders - diluted | $ | 1.53 | $ | (0.80 | ) | $ | (0.50 | ) | $ | 1.14 | ||||||
Quaker Chemical Corporation
Condensed Consolidated Balance Sheets
(Dollars in thousands, except par value and share amounts)
| (Unaudited) | ||||||||
| September 30, | December 31, | |||||||
| 2020 | 2019 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 155,750 | $ | 123,524 | ||||
| Accounts receivable, net | 338,875 | 375,982 | ||||||
| Inventories, net | 171,327 | 174,950 | ||||||
| Prepaid expenses and other current assets | 52,612 | 41,516 | ||||||
| Total current assets | 718,564 | 715,972 | ||||||
| Property, plant and equipment, net | 187,880 | 213,469 | ||||||
| Right of use lease assets | 39,781 | 42,905 | ||||||
| Goodwill | 612,144 | 607,205 | ||||||
| Other intangible assets, net | 1,045,040 | 1,121,765 | ||||||
| Investments in associated companies | 92,163 | 93,822 | ||||||
| Deferred tax assets | 13,085 | 14,745 | ||||||
| Other non-current assets | 44,531 | 40,433 | ||||||
| Total assets | $ | 2,753,188 | $ | 2,850,316 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities | ||||||||
| Short-term borrowings and current portion of long-term debt | $ | 38,630 | $ | 38,332 | ||||
| Accounts and other payables | 165,582 | 170,929 | ||||||
| Accrued compensation | 36,994 | 45,620 | ||||||
| Accrued restructuring | 8,893 | 18,043 | ||||||
| Other current liabilities | 87,041 | 87,010 | ||||||
| Total current liabilities | 337,140 | 359,934 | ||||||
| Long-term debt | 846,070 | 882,437 | ||||||
| Long-term lease liabilities | 28,061 | 31,273 | ||||||
| Deferred tax liabilities | 189,439 | 211,094 | ||||||
| Other non-current liabilities | 126,047 | 123,212 | ||||||
| Total liabilities | 1,526,757 | 1,607,950 | ||||||
| Equity | ||||||||
| Common stock, $1 par value; authorized 30,000,000 shares; issued and outstanding 2020 - 17,830,541 shares; 2019 - 17,735,162 shares | 17,831 | 17,735 | ||||||
| Capital in excess of par value | 900,602 | 888,218 | ||||||
| Retained earnings | 382,521 | 412,979 | ||||||
| Accumulated other comprehensive loss | (75,010 | ) | (78,170 | ) | ||||
| Total Quaker shareholders' equity | 1,225,944 | 1,240,762 | ||||||
| Noncontrolling interest | 487 | 1,604 | ||||||
| Total equity | 1,226,431 | 1,242,366 | ||||||
| Total liabilities and equity | $ | 2,753,188 | $ | 2,850,316 | ||||
Quaker Chemical Corporation
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
| (Unaudited) | ||||||||
| Nine Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| Cash flows from operating activities | ||||||||
| Net (loss) income | $ | (8,724 | ) | $ | 16,568 | |||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||
| Amortization of debt issuance costs | 3,562 | 792 | ||||||
| Depreciation and amortization | 62,818 | 23,868 | ||||||
| Equity in undistributed earnings of associated companies, net of dividends | 1,415 | (129 | ) | |||||
| Acquisition-related fair value adjustments related to inventory | 229 | 10,214 | ||||||
| Deferred compensation, deferred taxes and other, net | (30,657 | ) | (17,204 | ) | ||||
| Share-based compensation | 17,820 | 3,042 | ||||||
| Loss (gain) on disposal of property, plant, equipment and other assets | 105 | (111 | ) | |||||
| Insurance settlement realized | (818 | ) | (624 | ) | ||||
| Indefinite-lived intangible asset impairment | 38,000 | - | ||||||
| Combination and other acquisition-related expenses, net of payments | 2,498 | (14,218 | ) | |||||
| Restructuring and related charges | 3,585 | 24,045 | ||||||
| Pension and other postretirement benefits | 16,219 | 434 | ||||||
| Increase (decrease) in cash from changes in current assets and current liabilities, net of acquisitions: | ||||||||
| Accounts receivable | 30,225 | 2,655 | ||||||
| Inventories | 2,137 | 1,376 | ||||||
| Prepaid expenses and other current assets | (113 | ) | (10,931 | ) | ||||
| Change in restructuring liabilities | (12,772 | ) | (4,645 | ) | ||||
| Accounts payable and accrued liabilities | (13,481 | ) | 344 | |||||
| Net cash provided by operating activities | 112,048 | 35,476 | ||||||
| Cash flows from investing activities | ||||||||
| Investments in property, plant and equipment | (12,184 | ) | (10,112 | ) | ||||
| Payments related to acquisitions, net of cash acquired | (3,132 | ) | (798,064 | ) | ||||
| Proceeds from disposition of assets | 11 | 75 | ||||||
| Insurance settlement interest earned | 41 | 185 | ||||||
| Net cash used in investing activities | (15,264 | ) | (807,916 | ) | ||||
| Cash flows from financing activities | ||||||||
| Payments of term loan debt | (28,132 | ) | - | |||||
| Proceeds from long term debt | - | 750,000 | ||||||
| (Repayments) borrowings on revolving credit facilities, net | (16,485 | ) | 85,966 | |||||
| (Repayments) borrowings on other debt, net | (527 | ) | 415 | |||||
| Financing-related debt issuance costs | - | (23,747 | ) | |||||
| Dividends paid | (20,520 | ) | (15,003 | ) | ||||
| Stock options exercised, other | 2,385 | 733 | ||||||
| Purchase of noncontrolling interest in affiliates | (1,047 | ) | - | |||||
| Distributions to noncontrolling affiliate shareholders | (751 | ) | - | |||||
| Net cash (used in) provided by financing activities | (65,077 | ) | 798,364 | |||||
| Effect of foreign exchange rate changes on cash | (529 | ) | (1,889 | ) | ||||
| Net increase in cash, cash equivalents and restricted cash | 31,178 | 24,035 | ||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | 143,555 | 124,425 | ||||||
| Cash, cash equivalents and restricted cash at the end of the period | $ | 174,733 | $ | 148,460 | ||||
Exhibit 99.2
Quaker Houghton Third Quarter 2020 Results Investor Conference Call
On August 1, 2019, Quaker Chemical Corporation (the “Company”, also known as Quaker Houghton) completed its combination with Hou ghton International, Inc. (“Houghton”) (herein referred to as “the Combination”). In addition, the Company acquired the operating divisions of Norman Hay plc (“Norman Hay”) on October 1, 2019 . Throughout this presentation, all figures presented, unless otherwise stated, reflect the results of operations of the combined company for the three months ended September 30, 2020 and two months of Hou ght on’s operations for the three months ended September 30, 2019. Further, all year - to - date figures presented throughout the presentation for the years 2020 and 2019 are as of and for the period ending S eptember 30, respectively. Regulation G The attached charts include Company information that does not conform to generally accepted accounting principles (“GAAP”). Man agement believes that an analysis of this data is meaningful to investors because it provides insight with respect to ongoing operating results of the Company and allows investors to better evaluate the financial results of the Company. These measures should not be viewed as an alternative to GAAP measures of performance. Furthermore, these measures may not be consistent with similar measures provide d b y other companies. This data should be read in conjunction with the third quarter earnings news release, dated November 5, 2020, which has been furnished to the Securities and Exchange Commission (“S EC” ) on Form 8 - K. Forward - Looking Statements This presentation contains "forward - looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amen ded, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the fact that they do not relate strictly to historical or current facts. We ha ve based these forward - looking statements, including statements regarding the potential effects of the COVID - 19 pandemic on the Company’s business, results of operations, or financial condition and expectat ions regarding our liquidity position and our continued compliance with the terms of the Company’s credit facility on our current expectations about future events. These forward - looking statements includ e statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, intentions, financial condition, results of operations, future performance, and business, including but not li mit ed to the potential benefits of the Combination, the impacts on our business as a result of the COVID - 19 pandemic and any projected global economic rebound or anticipated positive results due to Company actions taken in response to the pandemic, and our current and future results and plans and statements that include the words "may," "could," "should," "would," "believe," "expect," "anticipate," "estimate," "i ntend," "plan" or similar expressions. These forward - looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in such statemen ts. A major risk is that demand for the Company's products and services is largely derived from the demand for its customers' products, which subjects the Company to uncertainties related to downturns in a cu sto mer's business and unanticipated customer production shutdowns. Other major risks and uncertainties include, but are not limited to, the primary and secondary impacts of the COVID - 19 pandemic, inclu ding actions taken in response to the pandemic by various governments, which could exacerbate some or all of the other risks and uncertainties faced by the Company, including the potential for significa nt increases in raw material costs, supply chain disruptions, customer financial stability, worldwide economic and political conditions, foreign currency fluctuations, significant changes in applicable tax rat es and regulations, future terrorist attacks and other acts of violence. Furthermore, the Company is subject to the same business cycles as those experienced by steel, automobile, aircraft, industrial equipment, an d durable goods manufacturers. The ultimate impact of COVID - 19 on our business will depend on, among other things, the extent, duration and strength of the resurgence of the pandemic, the severit y o f the disease and the number of people infected with the virus, the continued uncertainty regarding widespread availability of a vaccine, the effects on the economy by the pandemic, including the resulti ng market volatility, and by the measures taken by governmental authorities and other third parties restricting day - to - day life and business operations and the length of time that such measures remain in plac e, and governmental programs implemented to assist businesses impacted by the COVID - 19 pandemic. Other factors could also adversely affect us, including those related to the Combination and other acquisitions and the integ rat ion of the combined company as well as other acquired businesses. Our forward - looking statements are subject to risks, uncertainties and assumptions about the Company and its operat ions that are subject to change based on various important factors, some of which are beyond our control. These risks, uncertainties, and possible inaccurate assumptions relevant to our business could ca use our actual results to differ materially from expected and historical results. All forward - looking statements included in this presentation, including expectations about the improvements in busines s conditions during the remainder of 2020 and future periods, are based upon information available to the Company as of the date of this presentation, which may change. Therefore, we caution you not to pl ace undue reliance on our forward - looking statements. For more information regarding these risks and uncertainties as well as certain additional risks that we face, refer to the Risk Factors section, whi ch appears in Item 1A of our Quarterly Report on Form 10 - Q for the period ended September 30, 2020, as well as in Item 1A in our Annual Report on Form 10 - K for the year ended December 31, 2019, and in our oth er reports filed from time to time with the SEC. We do not intend to, and we disclaim any duty or obligation to, update or revise any forward - looking statements to reflect new information or future even ts or for any other reason. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995. ©2019 Quaker Houghton. All Rights Reserved 2 Risks and Uncertainties Statement
Michael F. Barry Chairman of the Board, Chief Executive Officer & President Mary Dean Hall Senior Vice President, Chief Financial Officer & Treasurer Robert T. Traub Senior Vice President, General Counsel & Corporate Secretary Shane W. Hostetter Vice President, Finance & Chief Accounting Officer ©2019 Quaker Houghton. All Rights Reserved 3 Speakers
©2019 Quaker Houghton. All Rights Reserved 4 Third Quarter 2020 Headlines • Net sales of $367.2 million up 28% sequentially compared to second quarter but still negatively impacted by lower volumes due to COVID - 19 • GAAP net income of $27.3 million compared to prior year third quarter net loss of $13.1 million; non - GAAP net income of $27.7 million compared to prior year third quarter non - GAAP net income of $25.3 million • Adjusted EBITDA increased 5% to $63.9 million compared to prior year third quarter pro forma adjusted EBITDA of approximately $61 million • Strong quarterly cash flow from operations of $67.3 million more than triples year - to - date operating cash flow to $112.0 million compared to $35.5 million in the prior year period • Expected cost synergies related to the Combination increased to $58 million in 2020, $75 million in 2021, and $80 million in 2022 • Full year 2020 adjusted EBITDA guidance increased to exceed $215 million
©2019 Quaker Houghton. All Rights Reserved 5 Chairman Comments Third Quarter of 2020 • Strong rebound in our business with net sales growth of 28% and adjusted EBITDA nearly doubling when compared to the second quarter of 2020 • All four business segments showed good sequential growth as our end markets improved during the third quarter of 2020 • Adjusted EBITDA growth continued to benefit from integration cost synergies of approximately $17 million, expanded product margins, and market share gains of 2% in the current quarter • Strong current quarter cashflow reduced net debt by $58 million or 7% compared to second quarter 2020 2020 Outlook • Increased full year guidance to exceed $215 million of adjusted EBITDA in 2020, with the fourth quarter adjusted EBITDA estimated to be in the ballpark of the current quarter results “ As we look forward to 2021, we expect to achieve a 20+% increase in our adjusted EBITDA as we complete our integration cost synergies, continue to take share in the marketplace and benefit from a projected gradual rebound in demand. ” – Michael F. Barry, Chairman, CEO and President
©2019 Quaker Houghton. All Rights Reserved 6 Financial Highlights – Actual Results Third quarter of 2020 • Net sales of $367.2 million increased 13% compared to Q3’19 due to net sales from acquisitions, primarily Houghton and Norman Hay, of $74.6 million; excluding acquisitions, net sales would have declined approximately 10% driven by an 8% decrease in sales volumes due to negative impact from COVID - 19, 1% negative impact from foreign currency translation and 1% decrease from price and product mix • Gross profit increased $35.1 million compared to Q3’19 due primarily to additional gross profit from Houghton and Norman Hay; Q3’20 gross margin was 38.2% compared to 32.3% in Q3’19 which included a $10.2 million expense associated with a purchase accounting adjustment to inventory. Excluding this one - time increase, we estimate Q3’19 gross margin would have been approximately 35.5%. The estimated increase in gross margin was primarily due to lower costs of goods sold as a result of the Company’s progress on Combination - related logistics, procurement and manufacturing cost savings initiatives • SG&A increased due primarily to additional SG&A from Houghton and Norman Hay, partially offset by lower SG&A due to the impact of COVID - 19 cost savings actions, including lower travel expenses, and the benefits of realized cost savings associated with the Combination • Non - operating items compared to Q3’19 include higher interest expense, primarily as a result of an additional month of borrowings to finance the closing of the Combination on August 1, 2019 and additional pandemic - related borrowings this year, and higher other expense in Q3’20 due to higher foreign currency transaction losses, partially offset by lower expenses from the non - service components of pension and postretirement benefits costs • Effective tax rates of an expense of 8.1% and a benefit of 27.6% for Q3’20 and Q3’19, respectively, include various one - time impacts; without these items effective tax rates would have been ~24% and ~20% for Q3’20 and Q3’19, respectively
©2019 Quaker Houghton. All Rights Reserved 7 Financial Highlights – Non - GAAP & Pro Forma Third quarter of 2020 Non - GAAP Results • Non - GAAP EPS of $1.56 in both Q3’20 and Q3’19 as higher net income was offset by the additional shares issued at the close of the Combination • Non - GAAP operating income increased to $43.2 million compared to $34.5 million in Q3’19 primarily due to additional operating income from Houghton and Norman Hay and the benefits from cost savings related to the Combination, partially offset by the negative impact of COVID - 19 • Adjusted EBITDA increased 24% to $63.9 million compared to $51.4 million in the prior year quarter, primarily due to the Combination, the benefits of cost synergies realized from the Combination and inclusion of Norman Hay in the current quarter, partially offset by the negative impact of COVID - 19 Pro forma Results • Actual net sales of $367.2 million decreased approximately 5% compared to pro forma net sales of approximately $386 million in the prior year quarter, primarily due to lower volumes from the COVID - 19 impact on global industrial production partially offset by additional net sales from Norman Hay • Adjusted EBITDA of $63.9 million increased approximately 5% compared to pro forma adjusted EBITDA of approximately $61 million in Q3’19, due to the benefits of cost synergies realized from the Combination and benefit of Norman Hay in the current quarter, partially offset by the negative impact of COVID - 19
©2019 Quaker Houghton. All Rights Reserved 8 Financial Snapshot ( dollars in millions, unless otherwise noted) (1) Certain amounts may not calculate due to rounding (2) Pro forma results for Q3 2020 and YTD 2020 presented above are the actual results for Quaker Houghton Q3 2020 Q3 2019 YTD 2020 YTD 2019 GAAP Net Sales $ 367.2 $ 325.1 $ 42.1 13% $ 1,031.8 $ 742.2 $ 289.6 39% Gross Profit 140.2 105.1 35.1 33% 371.4 256.0 115.4 45% Gross Margin (%) 38.2% 32.3% 5.9% 18% 36.0% 34.5% 1.5% 4% Operating Income (Loss) 34.9 (14.5) 49.4 -340% 24.7 25.9 (1.2) -5% Net Income (Loss) 27.3 (13.1) 40.4 -309% (8.8) 16.4 (25.2) -154% Earnings (Loss) Per Diluted Share 1.53 (0.80) 2.33 -291% (0.50) 1.14 (1.64) -144% Non-GAAP Non-GAAP Operating Income $ 43.2 $ 34.5 $ 8.7 25% $ 90.4 $ 84.3 $ 6.1 7% Non-GAAP Operating Margin (%) 11.8% 10.6% 1.2% 11% 8.8% 11.4% -2.6% -23% Adjusted EBITDA 63.9 51.4 12.5 24% 156.5 112.5 44.0 39% Adjusted EBITDA Margin (%) 17.4% 15.8% 1.6% 10% 15.2% 15.2% 0.0% 0% Non-GAAP Earnings Per Diluted Share 1.56 1.56 0.00 0% 3.15 4.53 (1.38) -30% Pro Forma (2) Net Sales $ 367.2 $ 386 $ (19) -5% $ 1,031.8 $ 1,171 $ (139) -12% Adjusted EBITDA 63.9 61 3 5% 156.5 173 (16) -9% Adjusted EBITDA Margin (%) 17.4% 16% 2% 10% 15.2% 15% 0% 3% Variance (1) Variance (1)
©2019 Quaker Houghton. All Rights Reserved 9 Pro Forma Adjusted EBITDA (dollars in millions) $215 $221 $236 $234 $230 $217 $200 $213 $225 $238 $250 2016 2017 2018 2019 TTM Q3'19 TTM Q3'20 (1) TTM Q3’20 adjusted EBITDA decreased compared to 2019 due to the impact of COVID - 19 on overall volumes $61 $64 $10 $25 $40 $55 $70 Q3 2019 Q3 2020 (1) (1) Pro forma results for TTM Q3 2020 and Q3 2020 presented above are the actual results for Quaker Houghton
©2019 Quaker Houghton. All Rights Reserved 10 Leverage and Liquidity Update • Total gross outstanding borrowings of $896.6 million and cash on hand of $155.8 million result in net debt of $740.8 million as of September 30, 2020, which decreased $57.9 million or 7% compared to $798.7 million as of June 30, 2020 • Net debt to TTM adjusted EBITDA of 3.4x as of September 30, 2020 compared to 3.7x as of June 30, 2020; remain in compliance with all bank covenants including net debt to adjusted EBITDA covenant (2.9x as of September 30, 2020 compared to 3.1x as of June 30, 2020 and maximum permitted leverage of 4.25x) • Based on current projections, including multiple forecasted scenarios of future liquidity and leverage, the Company does not expect any compliance issues with its bank covenants • Cost of debt ~2.2% during the first nine months of 2020 and ~1.9% at September 30, 2020 • Net operating cash flow of approximately $67.3 million in Q3’20 increases net operating cash flow in the first nine months of 2020 to $112.0 million compared to $35.5 million in the first nine months of 2019, primarily driven by additional earnings from Houghton and Norman Hay, releases in working capital as sales volumes declined due to COVID - 19, and lower cash outflows associated with the Combination
Appendix Actual and Non - GAAP Results
The information included in this presentation includes non - GAAP (unaudited) financial information that includes EBITDA, adjusted EBITDA, adjusted EBITDA margin, non - GAAP operating income, non - GAAP operating margin, non - GAAP net income, non - GAAP earnings per diluted share, and pro forma net sales, net income (loss) attributable to Qua ker Houghton, EBITDA, adjusted EBITDA and adjusted EBITDA margin. The Company believes these non - GAAP financial measures provide meaningful supplemental information as they enhance a reader’s unders tanding of the financial performance of the Company, are indicative of future operating performance of the Company, and facilitate a comparison among fiscal periods, as the non - GAAP financial measures exclu de items that are not considered indicative of future operating performance or not considered core to the Company’s operations. Non - GAAP results and pro forma information are presented for supplemental informat ional purposes only and should not be considered a substitute for the financial information presented in accordance with GAAP. The Company presents EBITDA which is calculated as net income (loss) attributable to the Company before depreciation and amor tiz ation, interest expense, net, and taxes on income (loss) before equity in net income of associated companies. The Company also presents adjusted EBITDA which is calculated as EBITDA plus or minus certain items th at are not considered indicative of future operating performance or not considered core to the Company’s operations. In addition, the Company presents non - GAAP operating income which is calculated as operating incom e (loss) plus or minus certain items that are not indicative of future operating performance or not considered core to the Company’s operations. Adjusted EBITDA margin and non - GAAP operating margin are calcul ated as the percentage of adjusted EBITDA and non - GAAP operating income to consolidated net sales, respectively. The Company believes these non - GAAP measures provide transparent and useful information a nd are widely used by analysts, investors, and competitors in our industry as well as by management in assessing the operating performance of the Company on a consistent basis. Additionally, the Company presents non - GAAP net income and non - GAAP earnings per diluted share as additional performance measure s. Non - GAAP net income is calculated as adjusted EBITDA, defined above, less depreciation and amortization, interest expense, net, and taxes on income before equity in net income of associated companies , i n each case adjusted, as applicable, for any depreciation, amortization, interest or tax impacts resulting from the non - core items identified in the reconciliation of net income (loss) attributable to the Company to a djusted EBITDA. Non - GAAP earnings per diluted share is calculated as non - GAAP net income per diluted share as accounted for under the “two - class share method.” The Company believes that non - GAAP net income and non - GA AP earnings per diluted share provide transparent and useful information and are widely used by analysts, investors, and competitors in our industry as well as by management in assessing the operating perfo rma nce of the Company on a consistent basis. In addition, the Company has provided certain unaudited pro forma financial information in this presentation. The unaudited pro forma financial information is based on the historical consolidated financial statements and results of both Quaker and Houghton and has been prepared to illustrate the effects of the Combination. The unaudited pro fo rma financial information has been presented for informational purposes only and is not necessarily indicative of Quaker Houghton’s past results of operations, nor is it indicative of the future operating results of Quaker Houghton and should not be considered a substitute for the financial information presented in accordance with GAAP. The Company has not provided pro forma financial information as it relates to the acquire d o perating divisions of Norman Hay plc based on materiality. Pro forma results for the three and nine months ended September 30, 2019 include two months of Houghton’s operations as the Combination closed on Augus t 1 , 2019, while Houghton reflects its stand - alone results for the month of July 2019 for the three months ended September 30, 2019 and year - to - date July 2019 for the nine months ended September 30, 2019. Pro form a results for the year ended December 31, 2019 include five months of Houghton’s operations post - closing of the Combination, while Houghton reflects seven months of results for the period from January 1, 2019 through July 31, 2019. Pro forma results for the years ended December 31, 2018, 2017 and 2016, respectively, include Quaker’s historical results, while Houghton reflects its stand - alone results. As it relates to the fourth quarter and full year 2020 expected adjusted EBITDA, 2021 projected adjusted EBITDA growth and ot her forward - looking information described in this presentation, the Company has not provided guidance for comparable GAAP measures or a quantitative reconciliation of forward - looking non - GAAP financial measures t o the most directly comparable U.S. GAAP measure because it is unable to determine with reasonable certainty the ultimate outcome of certain significant items necessary to calculate such measures without unre aso nable effort. These items include, but are not limited to, certain non - recurring or non - core items the Company may record that could materially impact net income, as well as the impact of COVID - 19. These items are uncert ain, depend on various factors, and could have a material impact on the U.S. GAAP reported results for the guidance period. The following charts should be read in conjunction with the Company’s third quarter earnings news release dated November 5, 2 020 , which has been furnished to the SEC on Form 8 - K and the Company’s Form 10 - Q for the period ended September 30, 2020, filed on November 5, 2020 with the SEC. These documents may contain additional explanat ory language and information regarding certain of the items included in the following reconciliations. ©2019 Quaker Houghton. All Rights Reserved 12 Non - GAAP and Pro Forma Measures
©2019 Quaker Houghton. All Rights Reserved 13 Non - GAAP Operating Income Reconciliation (dollars in thousands, unless otherwise noted) Q3 2020 Q3 2019 YTD 2020 YTD 2019 Operating income (loss) 34,859$ (14,502)$ 24,653$ 25,858$ Fair value step up of inventory sold - 10,214 226 10,214 Houghton combination, integration and other acquisition-related expenses Restructuring and related charges 1,383 24,045 3,585 24,045 Customer bankruptcy costs - - 463 - Charges related to the settlement of a non-core equipment sale - - - 384 Indefinite-lived intangible asset impairment - - 38,000 - Non-GAAP operating income 43,155$ 34,459$ 90,369$ 84,290$ Non-GAAP operating margin (%) 11.8% 10.6% 8.8% 11.4% 23,789 23,442 14,702 6,913
©2019 Quaker Houghton. All Rights Reserved 14 Adjusted EBITDA & Non - GAAP Net Income Reconciliation (dollars in thousands, unless otherwise noted) Q3 2020 Q3 2019 YTD 2020 YTD 2019 Net income (loss) attributable to Quaker Chemical Corporation 27,304$ (13,053)$ (8,812)$ 16,382$ Depreciation and amortization 21,022 14,312 63,764 24,014 Interest expense, net 6,837 6,102 22,109 7,611 Taxes on income (loss) before equity in net income of associated companies EBITDA 57,408$ 1,728$ 69,458$ 52,103$ Equity income in a captive insurance company (542) (524) (697) (1,260) Fair value step up of inventory sold - 10,214 226 10,214 Houghton combination, integration and other acquisition-related expenses Restructuring and related charges 1,383 24,045 3,585 24,045 Customer bankruptcy costs - - 463 - Charges related to the settlement of a non-core equipment sale - - - 384 Indefinite-lived intangible asset impairment - - 38,000 - Pension and postretirement benefit costs, non-service components (1,375) 513 22,491 2,304 Currency conversion impacts of hyper-inflationary economies 154 728 278 891 Adjusted EBITDA 63,941$ 51,406$ 156,483$ 112,470$ Adjusted EBITDA Margin (%) 17.4% 15.8% 15.2% 15.2% Adjusted EBITDA 63,941$ 51,406$ 156,483$ 112,470$ Less: Depreciation and amortization 21,022 14,312 63,002 24,014 Less: Interest expense, net - adjusted 6,837 5,747 22,109 5,531 Less: taxes on income (loss) before equity in net income of associated companies - adjusted Non-GAAP Net Income 27,745$ 25,261$ 55,899$ 65,012$ 8,337 6,086 15,473 17,913 4,096 (7,603) (5,633) 2,245 23,789 22,679 14,702 6,913
©2019 Quaker Houghton. All Rights Reserved 15 Non - GAAP EPS Reconciliation Q3 2020 Q3 2019 YTD 2020 YTD 2019 GAAP earnings (loss) per diluted share attributable to Quaker Chemical Corporation common shareholders Equity income in a captive insurance company per diluted share (0.03) (0.03) (0.04) (0.09) Fair value step up of inventory sold per diluted share - 0.47 0.01 0.53 Houghton combination, integration and other acquisition-related expenses per diluted share Restructuring and related charges per diluted share 0.06 1.13 0.15 1.28 Customer bankruptcy costs per diluted share - - 0.02 - Charges related to the settlement of a non-core equipment sale per diluted share - - - 0.02 Indefinite-lived intangible asset impairment per diluted share - - 1.65 - Pension and postretirement benefit costs, non-service components per diluted share (0.06) 0.02 0.83 0.12 Currency conversion impacts of hyper-inflationary economies per diluted share 0.01 0.05 0.02 0.06 Transition tax adjustments per diluted share - (0.03) - (0.03) Impact of certain discrete tax items per diluted share (0.25) - (0.02) - Non-GAAP earnings per diluted share 1.56$ 1.56$ 3.15$ 4.53$ 1.14$ (0.50)$ (0.80)$ 1.53$ 1.50 1.03 0.75 0.30
©2019 Quaker Houghton. All Rights Reserved 16 Segment Performance (dollars in thousands) Q3 2020 Q3 2019 YTD 2020 YTD 2019 Net sales Americas 119,540$ 116,691$ 330,012$ 260,663$ EMEA 94,005 82,369 276,546 183,806 Asia/Pacific 84,877 74,266 226,850 165,234 Global Specialty Businesses 68,802 51,804 198,417 132,506 Total net sales 367,224$ 325,130$ 1,031,825$ 742,209$ Segment operating earnings Americas 31,099$ 23,765$ 70,590$ 52,069$ EMEA 17,439 13,303 46,269 31,034 Asia/Pacific 27,304 20,404 66,106 45,375 Global Specialty Businesses 21,161 15,245 58,114 36,819 Total segment operating earnings 97,003 72,717 241,079 165,297 Combination, integration and other acquisition-related expenses (6,913) (14,702) (22,786) (23,789) Restructuring and related charges (1,383) (24,045) (3,585) (24,045) Fair value step up of inventory sold - (10,214) (226) (10,214) Indefinite-lived intangible asset impairment - - (38,000) - Non-operating and administrative expenses (39,786) (29,203) (110,282) (68,621) Depreciation of corporate assets and amortization (14,062) (9,055) (41,547) (12,770) Operating income (loss) 34,859 (14,502) 24,653 25,858 Other (expense) income, net (239) 203 (22,407) (389) Interest expense, net (6,837) (6,102) (22,109) (7,611) Income (loss) before taxes and equity in net income of associated companies 17,858$ (19,863)$ (20,401)$ 27,783$
Appendix Pro Forma Results
©2019 Quaker Houghton. All Rights Reserved 18 TTM Q3 2020 Adjusted EBITDA Reconciliation (dollars in thousands) A B C = B - A D E = C + D YTD Q3 2019 Full Year 2019 Q4 2019 YTD Q3 2020 TTM Q3 2020 Net income (loss) attributable to Quaker Chemical Corporation 16,382$ 31,622$ 15,240$ (8,812)$ 6,428$ Depreciation and amortization 24,014 45,264 21,250 63,764 85,014 Interest expense, net 7,611 16,976 9,365 22,109 31,474 Taxes on income (loss) before equity in net income of associated companies EBITDA 52,103$ 95,946$ 43,843$ 69,458$ 113,301$ Equity income in a captive insurance company (1,260) (1,822) (562) (697) (1,259) Fair value step up of inventory sold 10,214 11,714 1,500 226 1,726 Houghton combination, integration and other acquisition-related expenses Restructuring and related charges 24,045 26,678 2,633 3,585 6,218 Customer bankruptcy costs - 1,073 1,073 463 1,536 Insurance insolvency recovery - (60) (60) - (60) Charges related to the settlement of a non-core equipment sale 384 384 - - - Indefinite-lived intangible asset impairment - - - 38,000 38,000 Pension and postretirement benefit costs, non-service components 2,304 2,805 501 22,491 22,992 Currency conversion impacts of hyper-inflationary economies 891 1,033 142 278 420 Adjusted EBITDA 112,470$ 173,112$ 60,642$ 156,483$ 217,125$ 11,572 22,679 (9,615) 34,251 4,096 2,084 23,789 35,361 (2,012) (7,603) (1) Results presented in the table above are the actual results for Quaker Houghton
©2019 Quaker Houghton. All Rights Reserved 19 Q3 2019 Pro Forma Reconciliation (dollars in millions) As Reported Houghton Divestitures Other (a) Pro Forma* Net Sales 325$ 72$ (9)$ (2)$ 386$ Net (Loss) Income Attributable to Quaker Houghton (13)$ (7)$ (1)$ 2$ (20)$ Depreciation and Amortization 14 4 - 0 19 Interest Expense, Net 6 5 - (2) 9 Taxes on (Loss) Income (b) (6) 4 (0) 0 (2) EBITDA* 2 6 (1) 0 7 Combination, Integration and Other Acquisition-Related Expenses 15 40 - - 55 Gain on Sale of Divested Assets - (35) - - (35) Fair value step up of Houghton inventory sold 10 - - - 10 Restructuring and related charges 24 - - - 24 Other Addbacks (c) 1 0 - - 1 Adjusted EBITDA* 51$ 11$ (1)$ 0$ 61$ Adjusted EBITDA Margin* (%) 16% 15% 13% -5% 16% (b) Taxes on (loss) income related to both Divestitures and Other reflect each tax effected at the U.S. federal tax rate of 21%. (c) Other addbacks include equity income in a captive insurance company, currency conversion impacts of hyper-inflationary economies, and pension and postretirement benefit costs, non-service components. Three months ended September 30, 2019 * Certain amounts may not calculate due to rounding, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin (%) as well as the total pro forma financial results presented for combined Quaker Houghton. (a) Other includes: (i) additional depreciation and amortization expense based on the initial estimates of fair value step up and estimated useful lives of depreciable fixed assets, definite-lived intangible assets and investment in associated companies acquired; (ii) adoption of required accounting guidance and alignment of related accounting policies; (iii) elimination of transactions between Quaker and Houghton; and (iv) an adjustment to interest expense, net, to reflect the impact of the new financing and capital structure of the combined Company.
©2019 Quaker Houghton. All Rights Reserved 20 YTD Q3 2019 Pro Forma Reconciliation (dollars in millions) As Reported Houghton Divestitures Other (a) Pro Forma* Net Sales 742$ 475$ (34)$ (13)$ 1,171$ Net Income (Loss) Attributable to Quaker Houghton 16$ (3)$ (6)$ 9$ 16$ Depreciation and Amortization 24 31 - 3 58 Interest Expense, Net 8 33 - (14) 26 Taxes on Income (Loss) (b) 4 (1) (2) 3 4 EBITDA* 52 60 (8) 1 104 Combination, Integration and Other Acquisition-Related Expenses 24 44 - - 68 Gain on Sale of Divested Assets - (35) - - (35) Fair value step up of Houghton inventory sold 10 - - - 10 Restructuring and related charges 24 - - - 24 Other Addbacks (c) 2 (0) - - 2 Adjusted EBITDA* 112$ 68$ (8)$ 1$ 173$ Adjusted EBITDA Margin* (%) 15% 14% 24% -4% 15% (b) Taxes on income (loss) related to both Divestitures and Other reflect each tax effected at the U.S. federal tax rate of 21%. * Certain amounts may not calculate due to rounding, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin (%) as well as the total pro forma financial results presented for combined Quaker Houghton. (a) Other includes: (i) additional depreciation and amortization expense based on the initial estimates of fair value step up and estimated useful lives of depreciable fixed assets, definite-lived intangible assets and investment in associated companies acquired; (ii) adoption of required accounting guidance and alignment of related accounting policies; (iii) elimination of transactions between Quaker and Houghton; and (iv) an adjustment to interest expense, net, to reflect the impact of the new financing and capital structure of the combined Company. (c) Other addbacks include equity income in a captive insurance company, currency conversion impacts of hyper-inflationary economies, pension and postretirement benefit costs, non-service components, and charges related to the settlement of a non-core equipment sale. Nine months ended September 30, 2019
©2019 Quaker Houghton. All Rights Reserved 21 TTM Q3 2019 Pro Forma Reconciliation (dollars in thousands) Quaker Houghton Divestitures Other (a) Pro Forma* Net sales 954$ 683$ (46)$ (22)$ 1,568$ Net Income (Loss) Attributable to Quaker Houghton 24$ (7)$ (9)$ 13$ 21$ Depreciation and Amortization 29 44 - 5 78 Interest Expense, Net 8 48 - (21) 35 Taxes on Income (b) 16 4 (2) 4 21 EBITDA* 77 89 (11) 0 154 Combination, Integration and Other Acquisition-Related Expenses 28 46 - - 74 Gain on the Sale of Divested Assets - (35) - - (35) Fair Value Step Up of Inventory Sold 10 - - - 10 Pension and Postretirement Benefit Costs, Non-Service Components 3 (0) - - 2 Restructuring and Related Charges 24 (0) - - 24 Other Addbacks (c) 0 0 - - 1 Adjusted EBITDA* 142$ 99$ (11)$ 0$ 230$ Adjusted EBITDA Margin* (%) 15% 15% 25% 0% 15% (b) Taxes on income related to both Divestitures and Other reflect each tax effected at the U.S. federal tax rate of 21%. Trailing 12 Months Ended September 30, 2019 * Certain amounts may not calculate due to rounding, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin (%) as well as the total pro forma financial results presented for combined Quaker Houghton. (a) Other includes: (i) additional depreciation and amortization expense based on the initial estimates of fair value step up and estimated useful lives of depreciable fixed assets, definite-lived intangible assets and investment in associated companies acquired; (ii) adoption of required accounting guidance and alignment of related accounting policies; (iii) elimination of transactions between Quaker and Houghton; and (iv) an adjustment to interest expense, net, to reflect the impact of the new financing and capital structure of the combined Company. (c) Other addbacks include equity income in a captive insurance company, currency conversion impacts of hyper-inflationary economies, insurance insolvency recoveries, affiliate management fees, and a gain on the liquidation of an inactive legal entity.
©2019 Quaker Houghton. All Rights Reserved 22 Full Year 2019 Pro Forma Reconciliation (dollars in millions) Quaker Houghton Divestitures Other (a) Pro Forma* Net sales 1,134$ 475$ (34)$ (13)$ 1,562$ Net Income (Loss) Attributable to Quaker Houghton 32$ (3)$ (6)$ 10$ 33$ Depreciation and Amortization 45 31 - 3 77 Interest Expense, Net 17 33 - (15) 35 Taxes on Income (b) 2 (1) (2) 3 2 EBITDA* 96 60 (8) 1 148 Combination, Integration and Other Acquisition-Related Expenses 35 44 - - 80 Gain on the Sale of Divested Assets - (35) - - (35) Fair Value Step Up of Houghton and Norman Hay Inventory Sold 12 - - - 12 Restructuring and Related Charges 27 - - - 27 Other Addbacks (c) 3 (0) - - 3 Adjusted EBITDA* 173$ 68$ (8)$ 1$ 234$ Adjusted EBITDA Margin* (%) 15% 14% 24% -4% 15% (b) Taxes on income related to both Divestitures and Other reflect each tax effected at the U.S. federal tax rate of 21%. (c) Other addbacks include equity income in a captive insurance company, pension and postretirement benefit costs, non-service components, customer bankruptcy costs, insurance insolvency recoveries and currency conversion impacts of hyper-inflationary economies. 2019 * Certain amounts may not calculate due to rounding, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin (%) as well as the total pro forma financial results presented for combined Quaker Houghton. (a) Other includes: (i) additional depreciation and amortization expense based on the initial estimates of fair value step up and estimated useful lives of depreciable fixed assets, definite-lived intangible assets and investment in associated companies acquired; (ii) adoption of required accounting guidance and alignment of related accounting policies; (iii) elimination of transactions between Quaker and Houghton; and (iv) an adjustment to interest expense, net, to reflect the impact of the new financing and capital structure of the combined Company.
23 ©2019 Quaker Houghton. All Rights Reserved Full Year 2018 Pro Forma Reconciliation (dollars in millions) Quaker Houghton Divestitures Other (a) Pro Forma* Net sales 868$ 861$ (53)$ (22)$ 1,655$ Net Income (Loss) Attributable to Quaker Houghton 59$ (0)$ (9)$ 17$ 66$ Depreciation and Amortization 20 54 - 5 79 Interest Expense, Net 4 56 - (25) 35 Taxes on Income (b) 25 3 (2) 5 30 EBITDA* 108 113 (12) 1 210 Combination, Integration and Other Acquisition-Related Expenses 16 7 - - 23 Other Addbacks (c) 1 2 - - 3 Adjusted EBITDA* 126$ 121$ (12)$ 1$ 236$ Adjusted EBITDA Margin* (%) 14% 14% 23% -4% 14% (b) Taxes on income related to both Divestitures and Other reflect each tax effected at the U.S. federal tax rate of 21%. (c) Other addbacks include currency conversion impacts on hyper-inflationary economies, a gain on the liquidation of an inactive legal entity and charges related to non-recurring non-income tax and VAT charges. 2018 * Certain amounts may not calculate due to rounding, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin (%) as well as the total pro forma financial results presented for combined Quaker Houghton. (a) Other includes: (i) additional depreciation and amortization expense based on the initial estimates of fair value step up and estimated useful lives of depreciable fixed assets, definite-lived intangible assets and investment in associated companies acquired; (ii) adoption of required accounting guidance and alignment of related accounting policies; (iii) elimination of transactions between Quaker and Houghton; and (iv) an adjustment to interest expense, net, to reflect the impact of the new financing and capital structure of the combined Company.
24 ©2019 Quaker Houghton. All Rights Reserved Full Year 2017 Pro Forma Reconciliation (dollars in millions) Quaker Houghton Divestitures Other (a) Pro Forma* Net Income (Loss) Attributable to Quaker Houghton 20$ (47)$ (9)$ 9$ (26)$ Depreciation and Amortization 20 55 - 5 80 Interest Expense, Net 1 51 - (16) 37 Taxes on Income (b) 42 42 (2) 2 84 EBITDA* 83 102 (11) 0 175 Equity Income in a Captive Insurance Company (3) - - - (3) Combination, Integration and Other Acquisition-Related Expenses 30 10 - - 40 Pension and Postretirement Benefit Costs, Non-Service Components 4 (1) - - 4 Cost Reduction Activities 0 2 - - 2 Loss on Disposal of Held-for-Sale Asset 0 - - - 0 Insurance Insolvency Recovery (1) - - - (1) Affiliate Management Fees - 2 - - 2 Non-Income Tax Settlement Expense - 1 - - 1 Other Addbacks (c) 0 0 - - 1 Adjusted EBITDA* 115$ 116$ (11)$ 0$ 221$ Adjusted EBITDA Margin* (%) 14% 15% 20% 0% 14% (b) Taxes on income related to both Divestitures and Other reflect each tax effected at the U.S. federal tax rate of 21%. 2017 * Certain amounts may not calculate due to rounding, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin (%) as well as the total pro forma financial results presented for combined Quaker Houghton. (a) Other includes estimated increases to depreciation and amortization due to purchase accounting fair value adjustments and a reduction of interest expense based on the average borrowings of the period plus the purchase consideration under the Quaker Houghton facility estimated interest rates. (c) Other addbacks includes charges related to inventory fair value step up adjustments in the Wallover acquisition, currency conversion impacts of hyper- inflationary economies and other non-recurring charges.
25 ©2019 Quaker Houghton. All Rights Reserved Full Year 2016 Pro Forma Reconciliation (dollars in millions) Quaker Houghton Divestitures Other (a) Pro Forma* Net Income (Loss) Attributable to Quaker Houghton 61$ (37)$ (8)$ 7$ 23$ Depreciation and Amortization 20 55 - 5 80 Interest Expense, Net 1 51 - (14) 37 Taxes on Income (b) 23 (5) (2) 2 18 EBITDA* 105 64 (10) - 158 Equity Income in a Captive Insurance Company (2) - - - (2) Combination, Integration and Other Acquisition-Related Expenses 2 3 - - 5 Pension and Postretirement Benefit Costs, Non-Service Components 2 (1) - - 1 Cost Reduction Activities - 4 - - 4 Impairment of Goodwill and Intangible Assets - 41 - - 41 Affiliate Management Fees - 2 - - 2 Non-Income Tax Settlement Expense - 2 - - 2 Full-Year Impact of Wallover Acquisition - 3 - - 3 Other Addbacks (c) (0) 1 - - 1 Adjusted EBITDA* 107$ 119$ (10)$ 0$ 215$ Adjusted EBITDA Margin* (%) 14% 16% 22% 0% 15% (b) Taxes on income related to both Divestitures and Other reflect each tax effected at the U.S. federal tax rate of 21%. * Certain amounts may not calculate due to rounding, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin (%) as well as the total pro forma financial results presented for combined Quaker Houghton. (a) Other includes estimated increases to depreciation and amortization due to purchase accounting fair value adjustments and a reduction of interest expense based on the average borrowings of the period plus the purchase consideration under the Quaker Houghton facility estimated interest rates. (c) Other addbacks includes a charge related to a legal settlement, a charge related to inventory fair value adjustments in the Wallover acquisition, offset by a gain on the sale of an asset, currency conversion impacts of hyper-inflationary economies and a restructuring credit. 2016