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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Securities registered pursuant to Section 12(b) of the Act:
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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).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 2.02. | Results of Operations and Financial Condition. |
On May 6, 2021, Quaker Chemical Corporation announced its results of operations for the first quarter ended March 31, 2021 in a press release, the text of which is included as Exhibit 99.1 hereto. Supplemental information related to the same periods 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 May 6, 2021 (furnished herewith). | |
| 99.2 | Supplemental Information related to the first quarter ended March 31, 2021 (furnished herewith). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: May 6, 2021 | By: | /s/ Shane W. Hostetter |
|
Shane W. Hostetter Senior Vice President, Chief Financial Officer | ||
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Exhibit 99.1
NEWS Contact: Shane W. Hostetter Senior Vice President and Chief Financial Officer investor@quakerhoughton.com T. 1.610.832.4000 |
 |
| For Release: Immediate |
QUAKER HOUGHTON ANNOUNCES FIRST QUARTER 2021 RESULTS
| · | Strong earnings driven by continued recovery in the Company’s end-markets and customer demand and the continued execution of integration activities and synergy realization |
| · | Net sales of $429.8 million increased 14% compared to the first quarter of 2020 |
| · | Gross margins improved from the first quarter of 2020 but were negatively impacted by higher raw material costs |
| · | Net income of $38.6 million and earnings per diluted share of $2.15, consistent with non-GAAP results |
| · | Adjusted EBITDA of $77.1 million increased 28% compared to the first quarter of 2020 |
| · | Net debt to trailing twelve months adjusted EBITDA of 3.1 to 1 improved slightly from year-end despite higher net debt due to working capital needs and acquisitions |
May 6, 2021
CONSHOHOCKEN, PA – Quaker Houghton (“the Company”) (NYSE: KWR), a global leader in industrial process fluids, today announced its first quarter of 2021 results.
| Three Months Ended March 31, | ||||||||
| ($ in millions, except per share data) | 2021 | 2020 | ||||||
| Net sales | $ | 429.8 | $ | 378.6 | ||||
| Net income (loss) attributable to Quaker Chemical Corporation | 38.6 | (28.4 | ) | |||||
| Earnings (loss) per diluted share attributable to Quaker Chemical Corporation | 2.15 | (1.60 | ) | |||||
| Non-GAAP net income * | 37.9 | 24.4 | ||||||
| Non-GAAP earnings per diluted share * | 2.11 | 1.38 | ||||||
| Adjusted EBITDA * | 77.1 | 60.5 | ||||||
* Refer to the Non-GAAP Measures and Reconciliations section below for additional information
First Quarter of 2021 Consolidated Results
First quarter of 2021 net sales of $429.8 million increased 14% compared to $378.6 million in the prior year primarily due to higher volumes, which included additional net sales from acquisitions of 3%, and the positive impact from foreign currency translation of 3%. The increase in sales volumes compared to the first quarter of 2020 was primarily due to improved end market conditions and continued market share gains. Additional net sales from acquisitions were primarily attributable to Coral Chemical (“Coral”), which the Company acquired in December 2020. The positive net impact from foreign currency translation was primarily due to the strengthening of the euro and Chinese renminbi against the U.S. dollar quarter-over-quarter, partially offset by the ongoing weakening of the Brazilian real.
The Company had net income in the first quarter of 2021 of $38.6 million, or $2.15 per diluted share, compared to a first quarter of 2020 net loss of $28.4 million, or $1.60 per diluted share. The Company’s prior year first quarter net loss was primarily driven by a non-cash impairment charge of $38.0 million for certain indefinite-lived intangible assets and a non-cash $22.7 million settlement charge related to the termination of a U.S. defined benefit pension plan. Excluding these non-recurring items as well as costs associated with the combination with Houghton International, Inc. (the ”Combination”) and other non-core items in each period, the Company’s first quarter of 2021 non-GAAP earnings per diluted share were $2.11 compared to $1.38 in the prior year first quarter. The Company’s current quarter adjusted EBITDA of $77.1 million increased 28% compared to $60.5 million in the first quarter of 2020 primarily due to the significant increase in net sales quarter-over-quarter and higher realized cost synergies from the Combination. The Company estimates that it realized cost synergies associated with the Combination of approximately $18 million during the first quarter of 2021 compared to approximately $10 million during the first quarter of 2020.
Michael F. Barry, Chairman, Chief Executive Officer and President, commented, “We had a very strong first quarter as we saw significant sequential and prior year improvement in all our segments and regions. The volume increases were driven by strong demand in our end markets as well as market share gains. We believe our first quarter volumes included some higher than expected purchases as customers replenished their supply chains, but the amount of these purchases is hard to quantify. Raw material prices continued to increase in the first quarter and we expect them to continue to increase in the second quarter as well. The magnitude of our raw material cost increases are considerably higher than previously expected due to stress on global supply chains, weather related shutdowns and unexpected supplier shutdowns. While we expect to achieve additional price increases to offset these raw material cost increases, our lowest gross margins of the year are expected in the second quarter as there will be a lag between the implementation of price increases and raw material cost changes. While we are encouraged by the strength and breadth of the first quarter results, we believe the second quarter results will be lower than the first quarter due to the lag effect on our gross margin and potentially lower volumes. However, we do expect our gross margins to sequentially improve in the third and fourth quarters as our pricing initiatives catch up to increases in our raw material costs. Overall, we still believe our previous guidance is an appropriate floor for our full year adjusted EBITDA, although we do feel better about the year given the higher than expected demand we experienced in the first quarter. However, the magnitude and duration of increasing raw material costs make it hard to predict how much of this will offset the positives we are seeing in demand. Nevertheless, we continue to believe 2021 will be a very good year for us as we expect we will take a step change in our profitability, complete our integration cost synergies, continue to take share in the market place, achieve positive impacts from our recent acquisitions, and get to our targeted leverage ratio.”
First Quarter of 2021 Segment Results
The Company’s first quarter of 2021 operating performance in each of its four reportable segments: (i) Americas; (ii) Europe, Middle East and Africa (“EMEA”); (iii) Asia/Pacific; and (iv) Global Specialty Businesses, reflect similar drivers to that of its consolidated performance.
| ($ in millions) | Three Months Ended March 31, | |||||||
| Net sales * | 2021 | 2020 | ||||||
| Americas | $ | 134.9 | $ | 129.9 | ||||
| EMEA | 119.8 | 104.8 | ||||||
| Asia/Pacific | 96.7 | 73.6 | ||||||
| Global Specialty Businesses | 78.4 | 70.3 | ||||||
| Segment operating earnings * | ||||||||
| Americas | $ | 32.2 | $ | 29.2 | ||||
| EMEA | 25.2 | 18.4 | ||||||
| Asia/Pacific | 27.5 | 19.5 | ||||||
| Global Specialty Businesses | 24.2 | 20.6 | ||||||
* Refer to the Segment Measures and Reconciliations section below for additional information
All four segments had higher net sales compared to the first quarter of 2020. EMEA and Asia/Pacific benefited from higher sales volumes and the positive impact of foreign exchange translation, while additional net sales from Coral benefited the Americas and Global Specialty Businesses. The growth in Asia/Pacific’s volumes compared to the prior year were partially due to the initial impacts of COVID-19 in China during the first quarter of 2020, whereas all of the remaining segments weren’t impacted as severely until the second quarter of 2020. The benefit of higher selling price and product mix positively impacted most of the segments, and foreign currency translation benefited all segments except the Americas which was driven by the ongoing weakening of the Brazilian real quarter-over-quarter. As reported, all of the Company’s segment operating earnings were higher compared to the first quarter of 2020 which reflects higher current quarter net sales coupled with a higher gross margin in all segments as compared to the prior year first quarter. While the Company has experienced higher raw material costs beginning in the fourth quarter of 2020 and continuing into 2021, the higher gross margin as compared to the prior year first quarter was primarily driven by the Company’s continued execution of Quaker Houghton combination-related logistics, procurement and manufacturing cost savings initiatives as well as the benefit of higher volumes in the current quarter and the related impact from fixed manufacturing costs. Direct Selling, general and administrative expenses (“SG&A”) of each segment were relatively consistent with the first quarter of 2020 with only Asia/Pacific up as a result of the segments strong current quarter performance compared to the prior year which was negatively impacted by the initial COVID-19 conditions in China. Overall, the Company and all of its segments continued to maintain strong cost control and benefit from COVID-19 cost savings actions, including lower travel expenses, as well as the benefits of realized cost savings associated with the Combination.
Cash Flow and Liquidity Highlights
The Company has no material debt maturities until August 1, 2024. As of March 31, 2021, the Company’s total gross debt was $913.1 million and its cash on hand was $163.5 million. The Company’s net debt was $749.6 million, and its net debt divided by its trailing twelve months adjusted EBITDA was approximately 3.1 to 1 as of March 31, 2021. The Company’s consolidated net leverage ratio, as defined under its bank agreement, was approximately 2.8 to 1 as of March 31, 2021 compared to a maximum permitted leverage of 4.0 to 1. Based on current projections of future liquidity and leverage, the Company does not expect any compliance issues with its bank covenants.
The Company had a net operating cash outflow of $12.6 million during the first quarter of 2021 as compared to a net operating cash inflow of $20.2 million in the first quarter of 2020. The $32.8 million decrease in net operating cash flow quarter-over-quarter was primarily driven by a significant change in working capital, as the Company’s strong net sales and volumes resulted in a large increase in accounts receivable in the first quarter of 2021.
In February 2021, the Company acquired a tin-plating solutions business for the steel end markets for approximately $25 million, which the Company estimates will add full year net sales of approximately $8 million and approximately $4 million of full year adjusted EBITDA going forward.
Non-GAAP Measures and Reconciliations
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 and non-GAAP earnings per diluted share. 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 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 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 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 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 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 2021 projected adjusted EBITDA growth for the Company, including as a result of our recent acquisitions, as well as 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 March 31, 2021 adjusted EBITDA of $238.6 million, which includes (i) the three months ended March 31, 2021 adjusted EBITDA of $77.1 million, as presented in the non-GAAP reconciliations below, and (ii) the twelve months ended December 31, 2020 adjusted EBITDA of $222.0 million, as presented in the non-GAAP reconciliations included in the Company’s fourth quarter and full year 2020 results press release dated February 25, 2021, less (iii) the three months ended March 31, 2020 adjusted EBITDA of $60.5 million, as presented in the non-GAAP reconciliations below.
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 March 31, | ||||||||
| 2021 | 2020 | |||||||
| Operating income (loss) | $ | 44,894 | $ | (12,444 | ) | |||
| Houghton combination, integration and other acquisition-related expenses (a) | 6,230 | 8,276 | ||||||
| Restructuring and related charges | 1,175 | 1,716 | ||||||
| Fair value step up of acquired inventory sold | 801 | — | ||||||
| CEO transition costs | 504 | — | ||||||
| Inactive subsidiary’s non-operating litigation costs | 51 | — | ||||||
| Customer bankruptcy costs | — | 463 | ||||||
| Indefinite-lived intangible asset impairment | — | 38,000 | ||||||
| Non-GAAP operating income | $ | 53,655 | $ | 36,011 | ||||
| Non-GAAP operating margin (%) | 12.5 | % | 9.5 | % | ||||
| EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Non-GAAP Net Income Reconciliations | Three Months Ended March 31, | |||||||
| 2021 | 2020 | |||||||
| Net income (loss) attributable to Quaker Chemical Corporation | $ | 38,615 | $ | (28,381 | ) | |||
| Depreciation and amortization (a)(b) | 22,448 | 21,584 | ||||||
| Interest expense, net | 5,470 | 8,461 | ||||||
| Taxes on income (loss) before equity in net income of associated companies (c) | 10,689 | (13,070 | ) | |||||
| EBITDA | $ | 77,222 | $ | (11,406 | ) | |||
| Equity (income) loss in a captive insurance company | (3,080 | ) | 327 | |||||
| Houghton combination, integration and other acquisition-related expenses ( a) | 427 | 7,803 | ||||||
| Restructuring and related charges | 1,175 | 1,716 | ||||||
| Fair value step up of acquired inventory sold | 801 | — | ||||||
| CEO transition costs | 504 | — | ||||||
| Inactive subsidiary’s non-operating litigation costs | 51 | — | ||||||
| Customer bankruptcy costs | — | 463 | ||||||
| Indefinite-lived intangible asset impairment | — | 38,000 | ||||||
| Pension and postretirement benefit costs, non-service components | (124 | ) | 23,525 | |||||
| Currency conversion impacts of hyper- inflationary economies | 172 | 51 | ||||||
| Adjusted EBITDA | $ | 77,148 | $ | 60,479 | ||||
| Adjusted EBITDA margin (%) | 18.0 | % | 16.0 | % | ||||
| Adjusted EBITDA | $ | 77,148 | $ | 60,479 | ||||
| Less: Depreciation and amortization – adjusted (a)(b) | 22,033 | 21,111 | ||||||
| Less: Interest expense, net | 5,470 | 8,461 | ||||||
| Less: Taxes on income before equity in net income of associated companies – adjusted (c) | 11,739 | 6,463 | ||||||
| Non-GAAP net income | $ | 37,906 | $ | 24,444 | ||||
| Non-GAAP Earnings Per Diluted Share Reconciliations | Three Months Ended March 31, | |||||||
| 2021 | 2020 | |||||||
| GAAP earnings (loss) per diluted share attributable to Quaker Chemical Corporation common shareholders | $ | 2.15 | $ | (1.60 | ) | |||
| Equity (income) loss in a captive insurance company per diluted share | (0.17 | ) | 0.02 | |||||
| Houghton combination, integration and other acquisition-related expenses per diluted share (a) | 0.04 | 0.36 | ||||||
| Restructuring and related charges per diluted share | 0.05 | 0.07 | ||||||
| Fair value step up of acquired inventory sold per diluted share | 0.03 | — | ||||||
| CEO transition costs per diluted share | 0.02 | — | ||||||
| Inactive subsidiary’s non-operating litigation costs per diluted share | 0.00 | — | ||||||
| Customer bankruptcy costs 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 | (0.00 | ) | 0.88 | |||||
| Currency conversion impacts of hyper-inflationary economies per diluted share | 0.01 | 0.00 | ||||||
| Impact of certain discrete tax items per diluted share | (0.02 | ) | (0.02 | ) | ||||
| Non-GAAP earnings per diluted share | $ | 2.11 | $ | 1.38 | ||||
| (a) | The Company recorded $0.4 million and $0.5 million of accelerated depreciation expense related to the Combination during the three months ended March 31, 2021 and 2020, respectively. In the three months ended March 31, 2021 all $0.4 million was recorded in cost of goods sold (“COGS”), while in the three months ended March 31, 2020, $0.4 million was recorded in COGS and $0.1 million was recorded in Combination, integration and other acquisition-related expenses. The amounts recorded within COGS are 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, the total amounts are included within the caption Depreciation and amortization in the reconciliation of Net income (loss) attributable to Quaker Chemical Corporation to Adjusted EBITDA; however, they are excluded in the reconciliation of Adjusted EBITDA to Non-GAAP net income. In addition, during the three months ended March 31, 2021, the Company recognized a gain of $5.4 million associated with the sale of certain held-for-sale real property assets which was the result of the Company’s manufacturing footprint integration plans. This gain was recorded within Other income (expense), net and therefore is included in the caption Houghton combination, integration and other acquisition-related expenses in the reconciliation of Net income (loss) attributable to Quaker Chemical Corporation to Adjusted EBITDA and GAAP earnings (loss) per diluted share attributable to Quaker Chemical Corporation common shareholders to Non-GAAP earnings per diluted share, however it is excluded in the reconciliation of Operating income (loss) to Non-GAAP operating income. |
| (b) | Depreciation and amortization for the three months ended March 31, 2021 and 2020, includes $0.3 million and $0.4 million, respectively, of amortization expense recorded within equity in net income of associated companies in the Statement 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. |
| (c) | Taxes on income 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. This caption also includes the impact of certain specific tax charges and benefits in the first quarters of 2021 and 2020, respectively, which the Company does not consider core or indicative of future performance. |
Segment Measures and Reconciliations
The Company’s operating segments, which are consistent with its reportable segments, reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the chief operating decision maker assesses the Company’s performance. The Company has four reportable segments: (i) Americas; (ii) EMEA; (iii) Asia/Pacific; and (iv) Global Specialty Businesses. The three geographic segments are composed of the net sales and operations in each respective region, excluding net sales and operations managed globally by the Global Specialty Businesses segment, which includes the Company’s container, metal finishing, mining, offshore, specialty coatings, specialty grease and Norman Hay businesses. Segment operating earnings for each of the Company’s reportable segments are comprised of the segment’s net sales less directly related COGS and SG&A. Operating expenses not directly attributable to the net sales of each respective segment, such as certain corporate and administrative costs, Combination, integration and other acquisition-related expenses, and Restructuring and related charges, are not included in segment operating earnings. Other items not specifically identified with the Company’s reportable segments include interest expense, net and other income (expense), net.
The following tables reconcile the Company’s reportable segments performance to that of the Company’s (dollars in thousands):
| Three Months Ended March 31, | ||||||||
| Net sales | 2021 | 2020 | ||||||
| Americas | $ | 134,871 | $ | 129,896 | ||||
| EMEA | 119,814 | 104,839 | ||||||
| Asia/Pacific | 96,706 | 73,552 | ||||||
| Global Specialty Businesses | 78,392 | 70,274 | ||||||
| Total Net sales | $ | 429,783 | $ | 378,561 | ||||
| Segment operating earnings | ||||||||
| Americas | $ | 32,234 | $ | 29,188 | ||||
| EMEA | 25,244 | 18,359 | ||||||
| Asia/Pacific | 27,478 | 19,541 | ||||||
| Global Specialty Businesses | 24,169 | 20,560 | ||||||
| Total Segment operating earnings | 109,125 | 87,648 | ||||||
| Combination, integration and other acquisition-related expenses | (5,815 | ) | (7,878 | ) | ||||
| Restructuring and related charges | (1,175 | ) | (1,716 | ) | ||||
| Fair value step up of acquired inventory sold | (801 | ) | — | |||||
| Indefinite-lived intangible asset impairment | — | (38,000 | ) | |||||
| Non-operating and administrative expenses | (40,992 | ) | (38,451 | ) | ||||
| Depreciation of corporate assets and amortization | (15,448 | ) | (14,047 | ) | ||||
| Operating income (loss) | 44,894 | (12,444 | ) | |||||
| Other income (expense), net | 4,687 | (21,175 | ) | |||||
| Interest expense, net | (5,470 | ) | (8,461 | ) | ||||
| Income (loss) before taxes and equity in net income of associated companies | $ | 44,111 | $ | (42,080 | ) | |||
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, and financial condition, our expectations that we will maintain sufficient liquidity and remain in compliance with the terms of the Company’s credit facility, statements regarding remediation of our material weaknesses in internal control over financial reporting on our current expectations about future events, and statements regarding the impact of increased raw material costs and pricing initiatives. 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 and other acquisitions, 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, including as is currently being experienced by many automotive industry companies. 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 instability, worldwide economic and political disruptions, 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 our customers in the steel, automobile, aircraft, industrial equipment, and durable goods industries. The ultimate impact of COVID-19 on our business will depend on, among other things, the extent and duration of the pandemic, the severity of the disease and the number of people infected with the virus, the continued uncertainty regarding global availability, administration, acceptance and long-term efficacy of vaccines, or other treatments, for COVID-19 or its variants, the longer-term 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, as well as laws and other governmental programs implemented to address the pandemic or assist impacted businesses, such as fiscal stimulus and other legislation designed to deliver monetary aid and other relief. Other factors could also adversely affect us, including those related to the Combination and other acquisitions and the integration of 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 2021 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 Annual Report on Form 10-K for the year ended December 31, 2020, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, and in subsequent 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 first quarter performance is scheduled for May 7, 2021 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 Chemical Corporation (doing business as “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 4,200 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 March 31, | ||||||||
| 2021 | 2020 | |||||||
| Net sales | $ | 429,783 | $ | 378,561 | ||||
| Cost of goods sold | 273,589 | 244,710 | ||||||
| Gross profit | 156,194 | 133,851 | ||||||
| % | 36.3 | % | 35.4 | % | ||||
| Selling, general and administrative expenses | 104,310 | 98,701 | ||||||
| Indefinite-lived intangible asset impairment | - | 38,000 | ||||||
| Restructuring and related charges | 1,175 | 1,716 | ||||||
| Combination, integration and other acquisition-related expenses | 5,815 | 7,878 | ||||||
| Operating income (loss) | 44,894 | (12,444 | ) | |||||
| % | 10.4 | % | -3.3 | % | ||||
| Other income (expense), net | 4,687 | (21,175 | ) | |||||
| Interest expense, net | (5,470 | ) | (8,461 | ) | ||||
| Income (loss) before taxes and equity in net income of associated companies | 44,111 | (42,080 | ) | |||||
| Taxes on income (loss) before equity in net income of associated companies | 10,689 | (13,070 | ) | |||||
| Income (loss) before equity in net income of associated companies | 33,422 | (29,010 | ) | |||||
| Equity in net income of associated companies | 5,210 | 666 | ||||||
| Net income (loss) | 38,632 | (28,344 | ) | |||||
| Less: Net income attributable to noncontrolling interest | 17 | 37 | ||||||
| Net income (loss) attributable to Quaker Chemical Corporation | $ | 38,615 | $ | (28,381 | ) | |||
| % | 9.0 | % | -7.5 | % | ||||
| Share and per share data: | ||||||||
| Basic weighted average common shares outstanding | 17,785,370 | 17,672,525 | ||||||
| Diluted weighted average common shares outstanding | 17,855,977 | 17,672,525 | ||||||
| Net income (loss) attributable to Quaker Chemical Corporation common shareholders - basic | $ | 2.16 | $ | (1.60 | ) | |||
| Net income (loss) attributable to Quaker Chemical Corporation common shareholders - diluted | $ | 2.15 | $ | (1.60 | ) | |||
Quaker Chemical Corporation
Condensed Consolidated Balance Sheets
(Dollars in thousands, except par value and share amounts)
| (Unaudited) | ||||||||
| March 31, 2021 | December 31, 2020 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 163,455 | $ | 181,833 | ||||
| Accounts receivable, net | 411,523 | 372,974 | ||||||
| Inventories, net | 207,778 | 187,764 | ||||||
| Prepaid expenses and other current assets | 48,285 | 50,156 | ||||||
| Total current assets | 831,041 | 792,727 | ||||||
| Property, plant and equipment, net | 195,790 | 203,883 | ||||||
| Right of use lease assets | 38,027 | 38,507 | ||||||
| Goodwill | 627,574 | 631,212 | ||||||
| Other intangible assets, net | 1,075,343 | 1,081,358 | ||||||
| Investments in associated companies | 96,213 | 95,785 | ||||||
| Deferred tax assets | 17,057 | 16,566 | ||||||
| Other non-current assets | 31,906 | 31,796 | ||||||
| Total assets | $ | 2,912,951 | $ | 2,891,834 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities | ||||||||
| Short-term borrowings and current portion of long-term debt | $ | 43,330 | $ | 38,967 | ||||
| Accounts and other payables | 214,015 | 198,872 | ||||||
| Accrued compensation | 29,091 | 43,300 | ||||||
| Accrued restructuring | 5,970 | 8,248 | ||||||
| Other current liabilities | 104,029 | 93,573 | ||||||
| Total current liabilities | 396,435 | 382,960 | ||||||
| Long-term debt | 859,433 | 849,068 | ||||||
| Long-term lease liabilities | 27,050 | 27,070 | ||||||
| Deferred tax liabilities | 186,031 | 192,763 | ||||||
| Other non-current liabilities | 114,549 | 119,059 | ||||||
| Total liabilities | 1,583,498 | 1,570,920 | ||||||
| Equity | ||||||||
| Common stock, $1 par value; authorized 30,000,000 shares; issued and outstanding 2021 - 17,875,076 shares; 2020 - 17,850,616 shares | 17,875 | 17,851 | ||||||
| Capital in excess of par value | 908,748 | 905,171 | ||||||
| Retained earnings | 455,493 | 423,940 | ||||||
| Accumulated other comprehensive loss | (53,228 | ) | (26,598 | ) | ||||
| Total Quaker shareholders' equity | 1,328,888 | 1,320,364 | ||||||
| Noncontrolling interest | 565 | 550 | ||||||
| Total equity | 1,329,453 | 1,320,914 | ||||||
| Total liabilities and equity | $ | 2,912,951 | $ | 2,891,834 | ||||
Quaker Chemical Corporation
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
| (Unaudited) | ||||||||
| Three Months Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | 38,632 | $ | (28,344 | ) | |||
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||||||||
| Amortization of debt issuance costs | 1,187 | 1,187 | ||||||
| Depreciation and amortization | 22,145 | 21,197 | ||||||
| Equity in undistributed earnings of associated companies, net of dividends | (5,105 | ) | 4,285 | |||||
| Acquisition-related fair value adjustments related to inventory | 801 | - | ||||||
| Deferred compensation, deferred taxes and other, net | (9,888 | ) | (22,988 | ) | ||||
| Share-based compensation | 3,779 | 4,682 | ||||||
| Gain on disposal of property, plant, equipment and other assets | (5,410 | ) | (2 | ) | ||||
| Insurance settlement realized | - | (229 | ) | |||||
| Indefinite-lived intangible asset impairment | - | 38,000 | ||||||
| Combination and other acquisition-related expenses, net of payments | (2,884 | ) | (519 | ) | ||||
| Restructuring and related charges | 1,175 | 1,716 | ||||||
| Pension and other postretirement benefits | (1,034 | ) | 22,453 | |||||
| (Decrease) increase in cash from changes in current assets and current liabilities, net of acquisitions: | ||||||||
| Accounts receivable | (46,270 | ) | 2,322 | |||||
| Inventories | (24,994 | ) | (10,162 | ) | ||||
| Prepaid expenses and other current assets | (8,315 | ) | (3,263 | ) | ||||
| Change in restructuring liabilities | (3,034 | ) | (4,841 | ) | ||||
| Accounts payable and accrued liabilities | 26,597 | (5,275 | ) | |||||
| Net cash (used in) provided by operating activities | (12,618 | ) | 20,219 | |||||
| Cash flows from investing activities | ||||||||
| Investments in property, plant and equipment | (3,934 | ) | (4,892 | ) | ||||
| Payments related to acquisitions, net of cash acquired | (26,655 | ) | (3,160 | ) | ||||
| Proceeds from disposition of assets | 14,744 | - | ||||||
| Insurance settlement interest earned | - | 31 | ||||||
| Net cash used in investing activities | (15,845 | ) | (8,021 | ) | ||||
| Cash flows from financing activities | ||||||||
| Payments of term loan debt | (9,551 | ) | (9,371 | ) | ||||
| Borrowings on revolving credit facilities, net | 30,000 | 205,500 | ||||||
| Repayments on other debt, net | (188 | ) | (185 | ) | ||||
| Dividends paid | (7,052 | ) | (6,828 | ) | ||||
| Stock options exercised, other | (178 | ) | (696 | ) | ||||
| Purchase of noncontrolling interest in affiliates | - | (1,047 | ) | |||||
| Distributions to noncontrolling affiliate shareholders | - | (751 | ) | |||||
| Net cash provided by financing activities | 13,031 | 186,622 | ||||||
| Effect of foreign exchange rate changes on cash | (3,008 | ) | (6,424 | ) | ||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | (18,440 | ) | 192,396 | |||||
| Cash, cash equivalents and restricted cash at the beginning of the period | 181,895 | 143,555 | ||||||
| Cash, cash equivalents and restricted cash at the end of the period | $ | 163,455 | $ | 335,951 | ||||
Exhibit 99.2
Quaker Houghton First Quarter 2021 Results Investor Conference Call
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 first quarter earnings news release, dated May 6, 2021, which has been furnished to the Securities and Exchange Commission (“SEC”) 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 have base d t hese forward - looking statements, including statements regarding the potential effects of the COVID - 19 pandemic on the Company’s business, results of operations, and financial condition, our expectations tha t we will maintain sufficient liquidity and remain in compliance with the terms of the Company’s credit facility, statements regarding remediation of our material weaknesses in internal control over financ ial reporting on our current expectations about future events, and statements regarding the impact of increased raw material costs and pricing initiatives . These forward - looking statements include stateme nts 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 and other acquisitions, 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," "a nti cipate," "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 pro jec ted 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 rela ted to downturns in a customer's business and unanticipated customer production shutdowns, including as is currently being experienced by many automotive industry companies. Other major risks and uncertai nti es 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 al l 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 instability, worl dwi de economic and political disruptions, foreign currency fluctuations, significant changes in applicable tax rates and regulations, future terrorist attacks and other acts of violence. Furthermore, the Compa ny is subject to the same business cycles as those experienced by our customers in the steel, automobile, aircraft, industrial equipment, and durable goods industries. The ultimate impact of COVID - 19 on our business will depend on, among other things, the extent and duration of the pandemic, the severity of the disease and the number of people infected with the virus, the continued uncertainty regarding g lob al availability, administration, acceptance and long - term efficacy of vaccines, or other treatments for COVID - 19 or its variants, the longer - term effects on the economy by the pandemic, including the resulting m arket 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, as well as laws and other governmental programs implemented to address the pandemic or assist impacted businesses, such as fiscal stimulus and other legislation designed to deliver monetary aid and ot her relief. Other factors could also adversely affect us, including those related to the Combination and other acquisitions and the integration of acquired businesses. Our forward - looking statements are subject t o 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, uncertaint ies , 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 p resentation, including expectations about the improvements in business conditions during 2021 and future periods, are based upon information available to the Company as of the date of this presentation, whic h m ay 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 th at we face, refer to the Risk Factors section, which appears in Item 1A of our Annual Report on Form 10 - K for the year ended December 31, 2020, and in subsequent reports filed from time to time with the Secu rities 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 an y 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 Shane W. Hostetter Senior Vice President, Chief Financial Officer Robert T. Traub Senior Vice President, General Counsel & Corporate Secretary David A. Will Vice President and Global Controller ©2019 Quaker Houghton. All Rights Reserved 3 Speakers
©2019 Quaker Houghton. All Rights Reserved 4 • Strong earnings driven by continued recovery in the Company’s end - markets and customer demand and the continued execution of integration activities and synergy realization • Net sales of $429.8 million increased 14% compared to the first quarter of 2020 • Gross margins improved from the first quarter of 2020 but were negatively impacted by higher raw material costs • Net income of $38.6 million and earnings per diluted share of $2.15, consistent with non - GAAP results • Adjusted EBITDA of $77.1 million increased 28% compared to the first quarter of 2020 • Net debt to trailing twelve months adjusted EBITDA of 3.1 to 1 improved slightly from year - end despite higher net debt due to working capital needs and acquisitions First Quarter 2021 Headlines
©2019 Quaker Houghton. All Rights Reserved 5 Chairman Comments First Quarter of 2021 • Strong first quarter of 2021 with sequential and prior year improvement in all segments and regions • Sales volume increases driven by strong demand in end markets as well as market share gains and some higher then expected purchases as customers replenished their supply chains • Magnitude of raw material cost increases considerably higher than previously expected due to stress on global supply chains, weather related shutdowns and unexpected supplier shutdowns • Record quarterly adjusted EBITDA of $77.1 million grew 28% from the first quarter of 2020 primarily due to the significant increase in net sales as well as higher realized cost synergies 2021 Outlook • Continued short - term headwinds from higher raw material costs due to global supply chain pressures and lag in sales price increases to offset; expect lowest gross margins and EBITDA of the year in the second quarter • Sequential gross margin improvement in the second half of 2021 expected as pricing initiatives catch up to increases in raw material costs • Previous guidance still an appropriate floor for adjusted EBITDA, but feel better about 2021 given higher than expected demand in the first quarter; increases in raw material costs will offset positives in Q1, but difficult to determine magnitud e “Continue to believe 2021 will be a very good year for us as we expect we will take a step change in our profitability, compl ete our integration cost synergies, continue to take share in the marketplace, achieve positive impacts from our recent acquisitions and get to our targeted leverage ratio” - Michael F. Barry, Chairman, CEO and President
©2019 Quaker Houghton. All Rights Reserved 6 Financial Highlights First quarter of 2021 • Record net sales of $429.8 million increased 14% primarily due to higher volumes, which included additional net sales from acquisitions of 3%, and the positive impact from foreign currency translation of 3% • Gross profit increased $22.3 million due to the increase in net sales; gross margin was 36.3% compared to 35.4% in Q1’20 • Excluding one - time increases to costs of goods sold in each period, gross margins would have been 36.6% and 35.5% in Q1’21 and Q1’20, respectively; d espite the continued escalation in raw material costs since Q4’20, the higher Q1’21 gross margin was driven by realized cost synergies and the impact of higher volumes on fixed manufacturing costs • SG&A increased $5.6 million due to additional SG&A from acquisitions and foreign currency translation partially offset by realized cost synergies, lower travel expenses and other cost savings related to COVID - 19 • Non - operating items include a gain of $5.4 million on the sale of held - for - sale real property assets during Q1’21 compared to Q1’20 which included a $22.7 million charge associated with the termination of the Legacy Quaker U.S. Pension Plan • Effective tax rates of an expense of 24.2% and a benefit of 31.1% in Q1’21 and Q1’20, respectively, include various one - time impacts; without these items effective tax rates would have been ~25% and ~22% for Q1’21 and Q1’20, respectively • Record adjusted EBITDA increased 28% to $77.1 million compared to $60.5 million in Q1’20 primarily due to the significant increase in net sales and higher realized cost synergies from the Combination • Operating cash outflow of $12.6 million compared to Q1’20 inflow of $20.2 million driven by a significant change in working capital as the strong net sales and volumes resulted in a large increase in accounts receivable in Q1’21
©2019 Quaker Houghton. All Rights Reserved 7 Financial Snapshot ( dollars in millions, unless otherwise noted) (1) Certain amounts may not calculate due to rounding Q1 2021 Q1 2020 GAAP Net Sales $ 429.8 $ 378.6 $ 51.2 14% Gross Profit 156.2 133.9 22.3 17% Gross Margin (%) 36.3% 35.4% 1.0% 3% Operating Income (Loss) 44.9 (12.4) 57.3 -461% Net Income (Loss) 38.6 (28.4) 67.0 -236% Earnings (Loss) Per Diluted Share 2.15 (1.60) 3.75 -234% Non-GAAP Non-GAAP Operating Income $ 53.7 $ 36.0 $ 17.6 49% Non-GAAP Operating Margin (%) 12.5% 9.5% 3.0% 31% Adjusted EBITDA 77.1 60.5 16.7 28% Adjusted EBITDA Margin (%) 18.0% 16.0% 2.0% 12% Non-GAAP Earnings Per Diluted Share 2.11 1.38 0.73 53% Variance (1)
©2019 Quaker Houghton. All Rights Reserved 8 Pro Forma Adjusted EBITDA (dollars in millions) $215 $221 $236 $234 $222 $239 $200 $213 $225 $238 $250 2016 2017 2018 2019 2020 (1) TTM Q1 2021 (1) Record quarter and TTM adjusted EBITDA; Still expect FY’21 to be at least 20%+ above FY’20 (1) Results presented above for 2020 and 2021 are the actual results for Quaker Houghton, all other years are pro forma results $60 $77 $20 $35 $50 $65 $80 Q1 2020 (1) Q1 2021 (1)
©2019 Quaker Houghton. All Rights Reserved 9 Leverage and Liquidity Update • Total gross outstanding borrowings of $913.1 million and cash on hand of $163.5 million result in net debt of $749.6 million compared to $717.3 million as of December 31, 2020 • Net debt to TTM adjusted EBITDA of 3.1x as of March 31, 2021, compared to 3.2x as of December 31, 2020; expect to remain in compliance with all bank covenants including net debt to adjusted EBITDA covenant (2.8x as of March 31, 2021, compared to a maximum permitted leverage of 4.0x) • Credit Facility cost of debt ~ 1.6% in Q1’21 and ~1.6% as of March 31, 2021 (~1.9% w/ interest rate swap) • Net operating cash outflow of $12.6 million in Q1’21 compared to operating cash inflow of $20.2 million in Q1’20, primarily driven by significant changes in working capital as a result of the strong Q1’21 net sales and volumes resulting in a large increase in accounts receivable • Q1’21 acquisition of a tin - plating solutions business for the steel end market for $25 million, estimated to add full year net sales of approximately $8 million and full year adjusted EBITDA of approximately $4 million $811 $811 $799 $741 $717 $750 $600 $650 $700 $750 $800 $850 $900 Dec-19 Mar-20 Jun-20 Sep-20 Dec-20 Mar-21 Net Debt Leverage Reported 3.5 3.4 3.7 3.4 3.2 3.1 Bank 2.9 2.8 3.1 2.9 2.8 2.8
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 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 o nly 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 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 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 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 e arnings 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 year ended December 31, 2019 include five months of Houghton’s operations post - closing of the Combination, while Houghton reflects se ven 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 Hou ghton reflects its stand - alone results. As it relates to 2021 projected adjusted EBITDA growth for the Company, including as a result of our recent acquisitions, the Co mpany 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 un able 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 no n - 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 impa ct on the U.S. GAAP reported results for the guidance period. The following charts should be read in conjunction with the Company’s first quarter earnings news release dated May 6, 2021, whi ch has been furnished to the Securities and Exchange Commission on Form 8 - K , and the Company’s 10 - Q for the period ended March 31, 2021, which has been filed with the Securities and Exchange Commission. These doc uments may contain additional explanatory language and information regarding certain of the items included in the following reconciliations. ©2019 Quaker Houghton. All Rights Reserved 11 Non - GAAP and Pro Forma Measures
©2019 Quaker Houghton. All Rights Reserved 12 Non - GAAP Operating Income Reconciliation (dollars in thousands, unless otherwise noted) Q1 2021 Q1 2020 Operating income (loss) 44,894$ (12,444)$ Houghton combination, integration and other acquisition-related expenses Restructuring and related charges 1,175 1,716 Fair value step up of acquired inventory sold 801 - CEO transition costs 504 - Inactive subsidiary's non-operating litigation costs 51 - Customer bankruptcy costs - 463 Indefinite-lived intangible asset impairment - 38,000 Non-GAAP operating income 53,655$ 36,011$ Non-GAAP operating margin (%) 12.5% 9.5% 6,230 8,276
©2019 Quaker Houghton. All Rights Reserved 13 Adjusted EBITDA & Non - GAAP Net Income Reconciliation (dollars in thousands, unless otherwise noted) Q1 2021 Q1 2020 Net income (loss) attributable to Quaker Chemical Corporation 38,615$ (28,381)$ Depreciation and amortization 22,448 21,584 Interest expense, net 5,470 8,461 Taxes on income (loss) before equity in net income of associated companies EBITDA 77,222$ (11,406)$ Equity (income) loss in a captive insurance company (3,080) 327 Houghton combination, integration and other acquisition-related expenses Restructuring and related charges 1,175 1,716 Fair value step up of acquired inventory sold 801 - CEO transition costs 504 - Inactive subsidiary's non-operating litigation costs 51 - Customer bankruptcy costs - 463 Indefinite-lived intangible asset impairment - 38,000 Pension and postretirement benefit costs, non-service components (124) 23,525 Currency conversion impacts of hyper-inflationary economies 172 51 Adjusted EBITDA 77,148$ 60,479$ Adjusted EBITDA Margin (%) 18.0% 16.0% Adjusted EBITDA 77,148$ 60,479$ Less: Depreciation and amortization - adjusted 22,033 21,111 Less: Interest expense, net 5,470 8,461 Less: taxes on income before equity in net income of associated companies - adjusted Non-GAAP Net Income 37,906$ 24,444$ (13,070) 10,689 427 7,803 11,739 6,463
©2019 Quaker Houghton. All Rights Reserved 14 A B C = B - A D E = C + D Q1 2020 Full Year 2020 Last Nine Months 2020 Q1 2021 TTM Q1 2021 Net (loss) income attributable to Quaker Chemical Corporation (28,381)$ 39,658$ 68,039$ 38,615$ 106,654$ Depreciation and amortization 21,584 84,494 62,910 22,448 85,358 Interest expense, net 8,461 26,603 18,142 5,470 23,612 Taxes on (loss) income before equity in net income of associated companies EBITDA (11,406)$ 145,459$ 156,865$ 77,222$ 234,087$ Equity loss (income) in a captive insurance company 327 (1,151) (1,478) (3,080) (4,558) Houghton combination, integration and other acquisition-related expenses Restructuring and related charges 1,716 5,541 3,825 1,175 5,000 Fair value step up of acquired inventory sold - 226 226 801 1,027 CEO transition costs - - - 504 504 Inactive subsidiary's non-operating litigation costs - - - 51 51 Customer bankruptcy costs 463 463 - - - Indefinite-lived intangible asset impairment 38,000 38,000 - - - Pension and postretirement benefit costs, non-service components 23,525 21,592 (1,933) (124) (2,057) Gain on changes in insurance settlement restrictions of an inactive subsidiary and related insurance insolvency recovery Currency conversion impacts of hyper-inflationary economies 51 450 399 172 571 Adjusted EBITDA 60,479$ 221,974$ 161,495$ 77,148$ 238,643$ 21,735 427 18,463 22,162 (13,070) (5,296) 7,803 29,538 7,774 10,689 - (18,144) (18,144) - (18,144) Adjusted EBITDA Reconciliation Trailing Twelve Months Q1 2021 (dollars in thousands)
©2019 Quaker Houghton. All Rights Reserved 15 Non - GAAP EPS Reconciliation Q1 2021 Q1 2020 GAAP earnings (loss) per diluted share attributable to Quaker Chemical Corporation common shareholders Equity (income) loss in a captive insurance company per diluted share (0.17) 0.02 Houghton combination, integration and other acquisition-related expenses per diluted share Restructuring and related charges per diluted share 0.05 0.07 Fair value step up of acquired inventory sold per diluted share 0.03 - CEO transition costs per diluted share 0.02 - Inactive subsidiary's non-operating litigation costs per diluted share 0.00 - Customer bankruptcy costs 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 Currency conversion impacts of hyper-inflationary economies per diluted share Impact of certain discrete tax items per diluted share (0.02) (0.02) Non-GAAP earnings per diluted share 2.11$ 1.38$ (1.60)$ 2.15$ 0.36 0.04 0.88 (0.00) 0.01 0.00
©2019 Quaker Houghton. All Rights Reserved 16 Segment Performance (dollars in thousands) Q1 2021 Q1 2020 Net sales Americas 134,871$ 129,896$ EMEA 119,814 104,839 Asia/Pacific 96,706 73,552 Global Specialty Businesses 78,392 70,274 Total net sales 429,783$ 378,561$ Segment operating earnings Americas 32,234$ 29,188$ EMEA 25,244 18,359 Asia/Pacific 27,478 19,541 Global Specialty Businesses 24,169 20,560 Total segment operating earnings 109,125 87,648 Combination, integration and other acquisition-related expenses (5,815) (7,878) Restructuring and related charges (1,175) (1,716) Fair value step up of acquired inventory sold (801) - Indefinite-lived intangible asset impairment - (38,000) Non-operating and administrative expenses (40,992) (38,451) Depreciation of corporate assets and amortization (15,448) (14,047) Operating income (loss) 44,894 (12,444) Other income (expense), net 4,687 (21,175) Interest expense, net (5,470) (8,461) Income (loss) before taxes and equity in net income of associated companies (42,080)$ 44,111$
Appendix Pro Forma Results
©2019 Quaker Houghton. All Rights Reserved 18 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.
19 ©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.
20 ©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.
21 ©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) 0 158 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