UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Commission File Number 001-12019
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices)
(Zip Code)
(610 ) 832-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.02. Results of Operations and Financial Condition.
On May 4, 2023, Quaker Chemical Corporation announced its results of operations for the first quarter ended March 31, 2023 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 | |||||||
| 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 4, 2023 | By: | /s/ SHANE W. HOSTETTER | ||||||
| Shane W. Hostetter | ||||||||
| Senior Vice President, Chief Financial Officer | ||||||||
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Exhibit 99.1
NEWS Contact: Jeffrey Schnell Vice President, Investor Relations investor@quakerhoughton.com T. 1.610.832.4087 |  | |||||||
| For Release: Immediate | ||||||||
QUAKER HOUGHTON ANNOUNCES FIRST QUARTER 2023 RESULTS
•Record net sales of $500.1 million in Q1’23, an increase of 5% compared to Q1’22 driven by value-based pricing initiatives
•Q1’23 net income of $29.5 million and earnings per diluted share of $1.64
•Q1’23 non-GAAP net income of $34.0 million and non-GAAP earnings per diluted share of $1.89
•Delivered adjusted EBITDA of $78.8 million in Q1’23, a 30% increase compared to $60.4 million in Q1’22
•Generated $37.8 million of operating cash flow in Q1’23; net debt to adjusted EBITDA improved to 2.7x
May 4, 2023
CONSHOHOCKEN, PA – Quaker Houghton (“the Company”) (NYSE: KWR), the global leader in industrial process fluids, today announced its first quarter 2023 results.
| Three Months Ended March 31, | |||||||||||
| ($ in thousands, except per share data) | 2023 | 2022 | |||||||||
| Net sales | $ | 500,148 | $ | 474,171 | |||||||
| Net income attributable to Quaker Chemical Corporation | 29,534 | 19,816 | |||||||||
| Net income attributable to Quaker Chemical Corporation common shareholders – diluted | 1.64 | 1.11 | |||||||||
| Non-GAAP net income * | 33,992 | 25,470 | |||||||||
| Non-GAAP Earnings per diluted share * | 1.89 | 1.42 | |||||||||
| Adjusted EBITDA * | 78,791 | 60,444 | |||||||||
*Refer to the Non-GAAP Measures and Reconciliations section below for additional information
First Quarter 2023 Consolidated Results
First quarter of 2023 net sales were a record $500.1 million, an increase of 5% compared to $474.2 million in the first quarter of 2022 primarily due to an increase in selling price and product mix of approximately 19% partially offset by an 11% decrease in sales volumes and a 3% unfavorable impact from foreign currency translation. The increase in selling price and product mix was primarily attributable to double-digit increases in selling prices in all segments to offset the significant inflationary pressures on the business. The decline in sales volumes was primarily attributable to a continuation of softer market conditions, especially in Asia/Pacific and EMEA, and the impact of the war in Ukraine.
The Company reported net income in the first quarter of 2023 of $29.5 million, or $1.64 per diluted share, compared to net income of $19.8 million or $1.11 per diluted share in the first quarter of 2022. Excluding non-recurring and non-core items in each period, the Company’s first quarter of 2023 non-GAAP net income and earnings per diluted share were $34.0 million and $1.89 respectively compared to $25.5 million and $1.42 respectively in the prior year quarter. The Company generated adjusted EBITDA of $78.8 million in the first quarter of 2023, an increase of 30% compared to $60.4 million in the first quarter of 2022, primarily due to an increase in net sales and a recovery in gross margins compared to the prior year quarter.
Andy Tometich, Chief Executive Officer and President, commented, “The first quarter was a strong start to the year for Quaker Houghton, as we continued to execute on our key financial and operational priorities. We achieved record net sales, continued margin recovery, a double-digit improvement in earnings and generated solid cash flow. Our results underscore the resilience of our people and our portfolio and the commitment to strengthening our business to continue to deliver profitable growth ahead of the market.
“We are encouraged by our results in the first quarter despite the complexities and uncertainties in the current operating environment, which are likely to persist as we progress through 2023. We will continue to prioritize investments in our strategic initiatives to increase customer solutions, lead in sustainability and enhance our differentiated customer intimate model. We believe these actions, and our commitment to a recovery in margins and cash flow generation, will best position the Company for long-term success.”
1
First Quarter 2023 Segment Results
During the first quarter of 2023, the Company reorganized its executive management team to align with its new business structure. The Company’s new structure includes three reportable segments: (i) Americas; (ii) EMEA; and (iii) Asia/Pacific. Prior to the Company’s reorganization, the Company’s historical reportable segments were: (i) Americas; (ii) EMEA; (iii) Asia/Pacific; and (iv) Global Specialty Businesses. Prior period information has been recast to align with the Company’s business structure as of January 1, 2023.
The Company’s first quarter of 2023 operating performance of each of its three reportable segments, (i) Americas; (ii) EMEA; and (iii) Asia/Pacific, are further described below.
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net Sales * | |||||||||||
| Americas | $ | 251,413 | $ | 212,091 | |||||||
| EMEA | 152,449 | 146,819 | |||||||||
| Asia/Pacific | 96,286 | 115,261 | |||||||||
| Total net sales | $ | 500,148 | $ | 474,171 | |||||||
| Segment operating earnings * | |||||||||||
| Americas | $ | 66,125 | $ | 45,022 | |||||||
| EMEA | 27,571 | 23,247 | |||||||||
| Asia/Pacific | 27,652 | 24,501 | |||||||||
| Total segment operating earnings | $ | 121,348 | $ | 92,770 | |||||||
*Refer to the Segment Measures and Reconciliations section below for additional information
In the first quarter of 2023, the Americas segment once again delivered double-digit year-over-year net sales growth driven by increases in selling price and product mix, partially offset by a modest decline in sales volumes primarily related to softer market conditions. Net sales growth in the EMEA segment was similarly a result of double-digit increases in selling price and product mix, partially offset by a decline in sales volumes primarily due to the ongoing war in Ukraine, softer market conditions and the wind-down of the tolling agreement for products previously divested related to the Quaker Houghton combination, and a headwind from foreign currency translation. Net sales in the Asia/Pacific segment declined compared to the prior year quarter as a decline in sales volumes, driven by softer market conditions and our value based pricing actions, and a headwind from foreign currency translation offset double-digit increases in selling price and product mix. Compared to the fourth quarter of 2022, net sales and sales volumes increased in the Americas and EMEA segment but declined in Asia/Pacific.
Operating earnings increased in all three segments in the first quarter of 2023 compared to the prior year, primarily driven by an improvement in operating margins in all segments and partially offset by continued inflationary pressures on our business and the ongoing war in Ukraine on our EMEA segment. All segments also delivered an improvement in operating margins compared to the fourth quarter of 2022.
Cash Flow and Liquidity Highlights
Net cash provided by operating activities was $37.8 million in the first quarter of 2023 compared to net cash used in operating activities of $6.3 million in the first quarter of 2022. The improvement in net operating cash flow primarily reflects an improved operating performance and working capital management in the first quarter of 2023 compared to the first quarter of 2022.
As of March 31, 2023, the Company’s total gross debt was $942.8 million, and its cash and cash equivalents was $189.9 million, which resulted in net debt of approximately $752.9 million. The Company’s net debt divided by its trailing twelve months adjusted EBITDA was approximately 2.7x.
In order to manage the Company’s exposure to variable interest rate risk associated with the Credit Facility, in the first quarter of 2023, the Company entered into $300.0 million notional amounts of three-year interest rate swaps to convert a portion of the Company’s variable rate borrowings into an average fixed rate obligation.
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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. In addition, our definitions of 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, as discussed and reconciled below to the most comparable respective GAAP measures, may not be comparable to similarly named measures reported by other companies
The Company presents EBITDA which is calculated as net income attributable to the Company before depreciation and amortization, interest expense, net, and taxes on 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 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 investors, analysts, and peers 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 investors, analysts, and peers in our industry as well as by management in assessing the operating performance of the Company on a consistent basis.
As it relates to future projections for the Company 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, 2023 adjusted EBITDA of $275.5 million, which includes (i) the three months ended March 31, 2023 adjusted EBITDA of $78.8 million, as presented in the non-GAAP reconciliations below, and (ii) the twelve months ended December 31, 2022 adjusted EBITDA of $257.2 million, as presented in the non-GAAP reconciliations included in the Company's fourth quarter and full year 2022 results press release dated February 23, 2023, less (iii) the three months ended March 31, 2022 adjusted EBITDA of $60.4 million, as presented in the non-GAAP reconciliations below.
Certain of the prior period non-GAAP financial measures presented in the following tables have been adjusted to conform with current period presentation. 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):
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| Three Months Ended March 31, | |||||||||||
| Non-GAAP Operating Income and Margin Reconciliations: | 2023 | 2022 | |||||||||
| Operating income | $ | 49,929 | $ | 29,403 | |||||||
| Combination, integration and other acquisition-related expenses | — | 4,053 | |||||||||
| Restructuring and related charges, net | 3,972 | 820 | |||||||||
| Strategic planning expenses | 2,087 | 3,088 | |||||||||
| Russia-Ukraine conflict related expenses | — | 1,166 | |||||||||
| Other charges | 305 | 631 | |||||||||
| Non-GAAP operating income | $ | 56,293 | $ | 39,161 | |||||||
| Non-GAAP operating margin (%) | 11.3 | % | 8.3 | % | |||||||
| EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Non-GAAP Net Income Reconciliations: | Three Months Ended March 31, | ||||||||||
| 2023 | 2022 | ||||||||||
| Net income attributable to Quaker Chemical Corporation | $ | 29,534 | $ | 19,816 | |||||||
| Depreciation and amortization (a)(b) | 20,510 | 20,727 | |||||||||
| Interest expense, net | 13,242 | 5,345 | |||||||||
| Taxes on income before equity in net income of associated companies (c) | 9,533 | 2,866 | |||||||||
| EBITDA | 72,819 | 48,754 | |||||||||
| Equity (income) loss in a captive insurance company | (422) | 244 | |||||||||
| Combination, integration and other acquisition-related expenses (a) | — | 6,032 | |||||||||
| Restructuring and related charges, net | 3,972 | 820 | |||||||||
| Strategic planning expenses | 2,087 | 3,088 | |||||||||
| Russia-Ukraine conflict related expenses | — | 1,166 | |||||||||
| Other charges | 335 | 340 | |||||||||
| Adjusted EBITDA | $ | 78,791 | $ | 60,444 | |||||||
| Adjusted EBITDA margin (%) | 15.8 | % | 12.7 | % | |||||||
| Adjusted EBITDA | $ | 78,791 | $ | 60,444 | |||||||
| Less: Depreciation and amortization - adjusted (a)(b) | 20,510 | 20,727 | |||||||||
| Less: Interest expense, net | 13,242 | 5,345 | |||||||||
| Less: Taxes on income before equity in net income of associated companies - adjusted (c) | 11,047 | 8,902 | |||||||||
| Non-GAAP net income | $ | 33,992 | $ | 25,470 | |||||||
4
| Three Months Ended March 31, | |||||||||||
| Non-GAAP Earnings per Diluted Share Reconciliations: | 2023 | 2022 | |||||||||
| GAAP earnings per diluted share attributable to Quaker Chemical Corporation common shareholders | $ | 1.64 | $ | 1.11 | |||||||
| Equity (income) loss in a captive insurance company per diluted share | (0.02) | 0.01 | |||||||||
| Combination, integration and other acquisition-related expenses per diluted share (a) | — | 0.25 | |||||||||
| Restructuring and related charges, net per diluted share | 0.17 | 0.03 | |||||||||
| Strategic planning expenses per diluted share | 0.10 | 0.14 | |||||||||
| Russia-Ukraine conflict related expenses per diluted share | — | 0.06 | |||||||||
| Other charges per diluted share | 0.01 | 0.01 | |||||||||
| Impact of certain discrete tax items per diluted share | (0.01) | (0.19) | |||||||||
| Non-GAAP earnings per diluted share | $ | 1.89 | $ | 1.42 | |||||||
(a)Combination, integration and other acquisition-related expenses include certain legal, financial, and other advisory and consultant costs incurred in connection with the Combination integration activities. These amounts also include expense associated with the Company's other recent acquisitions, including certain legal, financial, and other advisory and consultant costs incurred in connection with due diligence. During the three months ended March 31, 2022, the Company recorded $2.0 million of other expense related to indemnification assets. These amounts were recorded within Other expense, net and therefore are included in the caption “Combination, integration and other acquisition-related expenses” in the reconciliation of Net income attributable to Quaker Chemical Corporation to Adjusted EBITDA and GAAP earnings 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 to Non-GAAP operating income.
(b)Depreciation and amortization for both the three months ended March 31, 2023 and 2022 include approximately $0.3 million of amortization expense recorded within equity in net income of associated companies in the Condensed Consolidated Statement of Income, which is attributable to the amortization of the fair value step up for the Company’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 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 specific tax charges and benefits in the three months ended March 31, 2023 and 2022, which the Company does not consider core to the Company’s operations or indicative of future performance.
5
Segment Measures and Reconciliations
Segment operating earnings for each of the Company’s reportable segments are comprised of the segment’s net sales less directly related Cost of goods sold (“COGS”) and Selling, general and administrative expenses (“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 expense, net.
The following table presents information about the performance of the Company’s reportable segments (dollars in thousands):
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net Sales | |||||||||||
| Americas | $ | 251,413 | $ | 212,091 | |||||||
| EMEA | 152,449 | 146,819 | |||||||||
| Asia/Pacific | 96,286 | 115,261 | |||||||||
| Total net sales | $ | 500,148 | $ | 474,171 | |||||||
| Segment operating earnings | |||||||||||
| Americas | $ | 66,125 | $ | 45,022 | |||||||
| EMEA | 27,571 | 23,247 | |||||||||
| Asia/Pacific | 27,652 | 24,501 | |||||||||
| Total segment operating earnings | 121,348 | 92,770 | |||||||||
| Combination, integration and other acquisition-related expenses | — | (4,053) | |||||||||
| Restructuring and related charges | (3,972) | (820) | |||||||||
| Non-operating and administrative expenses | (51,771) | (43,305) | |||||||||
| Depreciation of corporate assets and amortization | (15,676) | (15,189) | |||||||||
| Operating income | 49,929 | 29,403 | |||||||||
| Other expense, net | (2,239) | (2,206) | |||||||||
| Interest expense, net | (13,242) | (5,345) | |||||||||
| Income before taxes and equity in net income of associated companies | $ | 34,448 | $ | 21,852 | |||||||
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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, the Russia and Ukraine conflict, inflation, bank failures, higher interest rate environment, global supply chain constraints on the Company’s business, results of operations, and financial condition, our expectations that we will maintain sufficient liquidity, remain in compliance with the terms of the Company’s credit facility, expectations about future demand and raw material costs, and statements regarding the impact of increased raw material costs and pricing initiatives, 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 and other acquisitions, the impacts on our business as a result of the COVID-19 pandemic and global supply chain constraints, 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 slowdowns and shutdowns, including as is currently being experienced by many automotive industry companies as a result of supply chain disruptions. 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, as well as inflationary pressures, including the potential for significant increases in raw material costs, supply chain disruptions, customer financial instability, rising interest rates and the potential of economic recession, worldwide economic and political disruptions, including the impacts of the military conflict between Russia and Ukraine, the economic and other sanctions imposed by other nations on Russia, suspensions of activities in Russia by many multinational companies and the potential expansion of military activity, 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. 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 business conditions during 2023 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, 2022, 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 of 2023 performance is scheduled for Friday, May 5, 2023 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 the 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, container, 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 4,600 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.
7
Quaker Chemical Corporation
Condensed Consolidated Statements of Operations
(Unaudited; Dollars in thousands, except per share data)
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net sales | $ | 500,148 | $ | 474,171 | |||||||
| Cost of goods sold | 326,698 | 328,100 | |||||||||
| Gross profit | 173,450 | 146,071 | |||||||||
| Selling, general and administrative expenses | 119,549 | 111,795 | |||||||||
| Restructuring and related charges | 3,972 | 820 | |||||||||
| Combination, integration and other acquisition-related expenses | — | 4,053 | |||||||||
| Operating income | 49,929 | 29,403 | |||||||||
| Other expense, net | (2,239) | (2,206) | |||||||||
| Interest expense, net | (13,242) | (5,345) | |||||||||
| Income before taxes and equity in net income of associated companies | 34,448 | 21,852 | |||||||||
| Taxes on income before equity in net income of associated companies | 9,533 | 2,866 | |||||||||
| Income before equity in net income of associated companies | 24,915 | 18,986 | |||||||||
| Equity in net income of associated companies | 4,626 | 835 | |||||||||
| Net income | 29,541 | 19,821 | |||||||||
| Less: Net income attributable to noncontrolling interest | 7 | 5 | |||||||||
| Net income attributable to Quaker Chemical Corporation | $ | 29,534 | $ | 19,816 | |||||||
| Per share data: | |||||||||||
| Net income attributable to Quaker Chemical Corporation common shareholders – basic | $ | 1.64 | $ | 1.11 | |||||||
| Net income attributable to Quaker Chemical Corporation common shareholders – diluted | $ | 1.64 | $ | 1.11 | |||||||
| Basic weighted average common shares outstanding | 17,866,670 | 17,826,061 | |||||||||
| Diluted weighted average common shares outstanding | 17,898,746 | 17,851,859 | |||||||||
8
Quaker Chemical Corporation
Condensed Consolidated Balance Sheets
(Unaudited; Dollars in thousands, except par value)
| March 31, 2023 | December 31, 2022 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 189,872 | $ | 180,963 | |||||||
| Accounts receivable, net | 482,746 | 472,888 | |||||||||
| Inventories, net | 293,494 | 284,848 | |||||||||
| Prepaid expenses and other current assets | 63,189 | 55,438 | |||||||||
| Total current assets | 1,029,301 | 994,137 | |||||||||
| Property, plant and equipment, net | 203,088 | 198,595 | |||||||||
| Right of use lease assets | 43,344 | 43,766 | |||||||||
| Goodwill | 517,206 | 515,008 | |||||||||
| Other intangible assets, net | 936,345 | 942,925 | |||||||||
| Investments in associated companies | 90,841 | 88,234 | |||||||||
| Deferred tax assets | 10,422 | 11,218 | |||||||||
| Other non-current assets | 27,916 | 27,739 | |||||||||
| Total assets | $ | 2,858,463 | $ | 2,821,622 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Short-term borrowings and current portion of long-term debt | $ | 19,350 | $ | 19,245 | |||||||
| Accounts payable | 216,633 | 193,983 | |||||||||
| Dividends payable | 7,822 | 7,808 | |||||||||
| Accrued compensation | 26,713 | 39,834 | |||||||||
| Accrued restructuring | 6,809 | 5,483 | |||||||||
| Accrued pension and postretirement benefits | 1,572 | 1,560 | |||||||||
| Other accrued liabilities | 90,513 | 86,873 | |||||||||
| Total current liabilities | 369,412 | 354,786 | |||||||||
| Long-term debt | 921,555 | 933,561 | |||||||||
| Long-term lease liabilities | 26,086 | 26,967 | |||||||||
| Deferred tax liabilities | 157,935 | 160,294 | |||||||||
| Non-current accrued pension and postretirement benefits | 28,985 | 28,765 | |||||||||
| Other non-current liabilities | 37,702 | 38,664 | |||||||||
| Total liabilities | 1,541,675 | 1,543,037 | |||||||||
| Equity | |||||||||||
| Common stock $1 par value; authorized 30,000,000 shares; issued and outstanding March 31, 2023 – 17,981,822 shares; December 31, 2022 – 17,950,264 shares | 17,982 | 17,950 | |||||||||
| Capital in excess of par value | 929,674 | 928,288 | |||||||||
| Retained earnings | 491,632 | 469,920 | |||||||||
| Accumulated other comprehensive loss | (123,177) | (138,240) | |||||||||
| Total Quaker shareholders’ equity | 1,316,111 | 1,277,918 | |||||||||
| Noncontrolling interest | 677 | 667 | |||||||||
| Total equity | 1,316,788 | 1,278,585 | |||||||||
| Total liabilities and equity | $ | 2,858,463 | $ | 2,821,622 | |||||||
9
Quaker Chemical Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited; Dollars in thousands)
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | 29,541 | $ | 19,821 | |||||||
| Adjustments to reconcile net income to net cash used in operating activities: | |||||||||||
| Amortization of debt issuance costs | 353 | 1,187 | |||||||||
| Depreciation and amortization | 20,246 | 20,447 | |||||||||
| Equity in undistributed earnings of associated companies, net of dividends | (4,401) | 2,135 | |||||||||
| Deferred compensation, deferred taxes and other, net | (2,231) | (3,801) | |||||||||
| Share-based compensation | 3,527 | 2,462 | |||||||||
| Combination and other acquisition-related expenses, net of payments | — | (4,246) | |||||||||
| Restructuring and related charges | 3,972 | 820 | |||||||||
| Pension and other postretirement benefits | (415) | (1,316) | |||||||||
| (Decrease) increase in cash from changes in current assets and current liabilities, net of acquisitions: | |||||||||||
| Accounts receivable | (3,974) | (26,270) | |||||||||
| Inventories | (5,792) | (33,873) | |||||||||
| Prepaid expenses and other current assets | (6,765) | (6,506) | |||||||||
| Change in restructuring liabilities | (2,747) | (408) | |||||||||
| Accounts payable and accrued liabilities | 6,468 | 23,249 | |||||||||
| Net cash provided by (used in) operating activities | 37,782 | (6,299) | |||||||||
| Cash flows from investing activities | |||||||||||
| Investments in property, plant and equipment | (6,161) | (8,847) | |||||||||
| Payments related to acquisitions, net of cash acquired | — | (9,383) | |||||||||
| Net cash used in investing activities | (6,161) | (18,230) | |||||||||
| Cash flows from financing activities | |||||||||||
| Payments of long-term debt | (4,703) | (14,112) | |||||||||
| (Payments) borrowings on revolving credit facilities, net | (9,776) | 43,000 | |||||||||
| Payments on other debt, net | (469) | (102) | |||||||||
| Dividends paid | (7,809) | (7,428) | |||||||||
| Other stock related activity | (2,109) | (801) | |||||||||
| Net cash (used in) provided by financing activities | (24,866) | 20,557 | |||||||||
| Effect of foreign exchange rate changes on cash | 2,154 | 348 | |||||||||
| Net decrease in cash and cash equivalents | 8,909 | (3,624) | |||||||||
| Cash and cash equivalents at the beginning of the period | 180,963 | 165,176 | |||||||||
| Cash and cash equivalents at the end of the period | $ | 189,872 | $ | 161,552 | |||||||
10
Quaker Houghton First Quarter 2023 Results Investor Conference Call
Regulation G The attached charts include Company information that does not conform to generally accepted accounting principles (“GAAP”). Management 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 helps investors to 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 provided by other companies. This data should be read in conjunction with the first quarter and full year earnings news release, dated May 4, 2023, 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 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, the Russia and Ukraine conflict, bank failures, higher interest rate environment, inflation and global supply chain constraints on the Company’s business, results of operations, and financial condition, our expectations that we will maintain sufficient liquidity, remain in compliance with the terms of the Company’s credit facility, expectations about future demand and raw material costs, and statements regarding the impact of increased raw material costs and pricing initiatives, 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 acquisitions, the impacts on our business as a result of the COVID-19 pandemic and global supply chain constraints, 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 slowdowns and shutdowns, including as is currently being experienced by many automotive industry companies as a result of supply chain disruptions. Other major risks and uncertainties include, but are not limited to, the primary and secondary impacts of the COVID-19 pandemic, as well as inflationary pressures, including the potential for continued significant increases in raw material costs, supply chain disruptions, customer financial instability, rising interest rates and the potential of economic recession, worldwide economic and political disruptions including the impacts of the military conflict between Russia and Ukraine, the economic and other sanctions imposed by other nations on Russia, suspensions of activities in Russia by many multinational companies and the potential expansion of military activity, 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. 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 presentation, including expectations about business conditions during 2023 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 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, 2022 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. ©2023 Quaker Houghton. All Rights Reserved 2 Forward-Looking Statements
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 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. In addition, our definitions of 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, as discussed and reconciled below to the most comparable respective GAAP measures, may not be comparable to similarly-named measures reported by other companies. The Company presents EBITDA which is calculated as net income attributable to the Company before depreciation and amortization, interest expense, net, and taxes on 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 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 investors, analysts, and peers 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 (loss) 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 investors, analysts, and peers in our industry as well as by management in assessing the operating performance 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 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 or for any of its other acquisitions 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 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 2023 projected adjusted EBITDA growth for the Company, 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. 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 following charts should be read in conjunction with the Company’s first quarter earnings news release dated May 4, 2023, which has been furnished to the Securities and Exchange Commission on Form 8-K, the Company’s Annual Report for the year ended December 31, 2022, and the Company’s 10-Q for the period ended March 31, 2023. These documents may contain additional explanatory language and information regarding certain of the items included in the following reconciliations. ©2023 Quaker Houghton. All Rights Reserved 3 Non-GAAP and Pro Forma Measures
Andy Tometich Chief Executive Officer & President Shane W. Hostetter Executive Vice President, Chief Financial Officer Robert T. Traub Senior Vice President, General Counsel & Corporate Secretary David A. Will Vice President & Chief Accounting Officer Jeffrey Schnell Vice President, Investor Relations ©2023 Quaker Houghton. All Rights Reserved 4 Speakers
©2023 Quaker Houghton. All Rights Reserved 5 Q1’23 Highlights 1 Total gross debt, net of cash and cash equivalents divided by trailing twelve months adjusted EBITDA Record net sales in Q1’23 of $500m, an increase of 5% Y/Y, driven by strong price capture Delivered $79m of adj. EBITDA, primarily due to the ongoing recovery in margins across all segments Generated operating cash flow of $38m; leverage declined to 2.7x net debt / adjusted EBTIDA1 Advancing our growth strategy to deliver long-term value for all stakeholders Expect to deliver earnings growth and improved operating cash flow in 2023 Released our 2022 sustainability report highlighting significant progress towards our 2030 goals
©2023 Quaker Houghton. All Rights Reserved 6 Financial Snapshot (Unaudited; Dollars in thousands, unless otherwise noted) (1) Certain amounts may not calculate due to rounding Q1 2023 Q1 2022 Variance(1) Q4 2022 Variance(1) GAAP Net sales $ 500.1 $ 474.2 $ 26.0 5% $ 484.8 $ 15.3 3% Gross profit 173.5 146.1 27.4 19% 156.3 17.2 11% Gross margin (%) 35% 31% 4% 13% 32% 3% 8% Operating income 49.9 29.4 20.5 70% (53.6) 103.5 (193%) Net income 29.5 19.8 9.7 49% (76.0) 105.5 (139%) Earnings per diluted share 1.64 1.11 0.53 48% (4.24) 5.88 (139%) Non-GAAP Non-GAAP operating income $ 56.3 $ 39.2 $ 17.1 44% $ 49.0 $ 7.3 15% Non-GAAP operating margin (%) 11% 8% 3% 36% 10% 1% 13% Adjusted EBITDA 78.8 60.4 18.3 30% 67.9 10.9 16% Adjusted EBITDA margin (%) 16% 13% 3% 24% 14% 2% 13% Non-GAAP earnings per diluted share 1.89 1.42 0.47 33% 1.39 0.50 36%
Sales volumes declined compared to Q1’22 due to softer end market conditions Sales volumes increased compared to Q4’22 due to growth in EMEA and Americas Total Company Volume Trend (kilograms, in thousands) 7 ©2023 Quaker Houghton. All Rights Reserved Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 — 22,500 45,000 67,500 90,000 112,500 135,000
©2023 Quaker Houghton. All Rights Reserved 8 Adjusted EBITDA1 (dollars in millions) Generated $79m of adjusted EBITDA in Q1’23, +30% Y/Y due to an increase in net sales and a recovery in gross margins 1 Periods presented prior to the Combination, on August 1, 2019, are pro forma results $215 $221 $236 $234 $222 $274 $257 $275 2016 2017 2018 2019 2020 2021 2022 Q1'23 LTM $60 $79 Q1 2022 Q1 2023
• Total debt of $943 million • Cash and cash equivalents of $190 million • Net debt of $753 million • Leverage of 2.7x as of March 31, 20231 • Operating well within bank covenants ◦ Bank leverage of 2.5x as of March 31, 20232 ◦ Maximum permitted leverage of 4.0x2 • Healthy balance sheet and ample liquidity ◦ No significant maturities until June 2027 as we successfully amended our credit facility in 2Q’22 ◦ Q1’23 cost of debt on credit facility was ~5.8% Leverage and Liquidity Update 9 ©2023 Quaker Houghton. All Rights Reserved 1 Leverage ratio defined as net debt divided by trailing twelve month adjusted EBITDA 2 Defined as net debt divided by trailing twelve month adjusted EBITDA, as calculated under the terms of the credit agreement $799 $741 $717 $750 $759 $759 $736 $765 $787 $815 $774 $753 Jun-20 3.4x Sep-20 3.7x Dec-20 3.4x Mar-21 3.2x Jun-21 3.1x Sep-21 2.7x Dec-21 2.7x Mar-22 3.0x Jun-22 3.2x Sep-22 3.3x Dec-22 3.0x Mar-23 2.7x Net Debt and Leverage Ratio1 (Dollars in Millions)
Appendix Actual and Non-GAAP Results
©2023 Quaker Houghton. All Rights Reserved 11 Non-GAAP Operating Reconciliation (Unaudited; Dollars in thousands, unless otherwise noted) Three Months Ended March 31, Non-GAAP Operating Income and Margin Reconciliations: 2023 2022 Operating income $ 49,929 $ 29,403 Combination, integration and other acquisition-related expenses — 4,053 Restructuring and related charges, net 3,972 820 Strategic planning expenses 2,087 3,088 Russia-Ukraine conflict related expenses — 1,166 Other charges 305 631 Non-GAAP operating income $ 56,293 $ 39,161 Non-GAAP operating margin (%) 11.3 % 8.3 %
©2023 Quaker Houghton. All Rights Reserved 12 Adjusted EBITDA & Non-GAAP Net Income Reconciliation (Unaudited; Dollars in thousands, unless otherwise noted) EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Non-GAAP Net Income Reconciliations: Three Months Ended March 31, 2023 2022 Net income attributable to Quaker Chemical Corporation $ 29,534 $ 19,816 Depreciation and amortization 20,510 20,727 Interest expense, net 13,242 5,345 Taxes on income before equity in net income of associated companies 9,533 2,866 EBITDA 72,819 48,754 Equity (income) loss in a captive insurance company (422) 244 Combination, integration and other acquisition-related expenses — 6,032 Restructuring and related charges, net 3,972 820 Strategic planning expenses 2,087 3,088 Russia-Ukraine conflict related expenses — 1,166 Other charges 335 340 Adjusted EBITDA $ 78,791 $ 60,444 Adjusted EBITDA margin (%) 15.8 % 12.7 % Adjusted EBITDA $ 78,791 $ 60,444 Less: Depreciation and amortization - adjusted 20,510 20,727 Less: Interest expense, net 13,242 5,345 Less: Taxes on income before equity in net income of associated companies - adjusted 11,047 8,902 Non-GAAP net income $ 33,992 $ 25,470
©2023 Quaker Houghton. All Rights Reserved 13 Non-GAAP EPS Reconciliation Three Months Ended March 31, Non-GAAP Earnings per Diluted Share Reconciliations: 2023 2022 GAAP earnings per diluted share attributable to Quaker Chemical Corporation common shareholders $ 1.64 $ 1.11 Equity (income) loss in a captive insurance company per diluted share (0.02) 0.01 Combination, integration and other acquisition-related expenses per diluted share — 0.25 Restructuring and related charges, net per diluted share 0.17 0.03 Strategic planning expenses per diluted share 0.10 0.14 Russia-Ukraine conflict related expenses per diluted share — 0.06 Other charges per diluted share 0.01 0.01 Impact of certain discrete tax items per diluted share (0.01) (0.19) Non-GAAP earnings per diluted share $ 1.89 $ 1.42
©2023 Quaker Houghton. All Rights Reserved 14 Segment Performance (Unaudited; Dollars in thousands, except per share amounts) Three Months Ended March 31, 2023 2022 Net sales Americas $ 251,413 $ 212,091 EMEA 152,449 146,819 Asia/Pacific 96,286 115,261 Total net sales $ 500,148 $ 474,171 Segment operating earnings Americas $ 66,125 $ 45,022 EMEA 27,571 23,247 Asia/Pacific 27,652 24,501 Total segment operating earnings 121,348 92,770 Combination, integration and other acquisition-related expenses — (4,053) Restructuring and related charges, net (3,972) (820) Non-operating and administrative expenses (51,771) (43,305) Depreciation of corporate assets and amortization (15,676) (15,189) Operating income 49,929 29,403 Other expense, net (2,239) (2,206) Interest expense, net (13,242) (5,345) Income before taxes and equity in net income of associated companies $ 34,448 $ 21,852
Historical Segment Results1 (Unaudited; Dollars in thousands) 15 ©2023 Quaker Houghton. All Rights Reserved 1 During Q1’23, the Company reorganized its executive management team to align with its new business structure, which includes three reportable segments: (i) Americas; (ii) EMEA; and (iii) Asia/Pacific. Prior period information shown above has been recast to align with the Company’s business structure as of January 1, 2023. The Company’s reconciliation of total segment operating earnings to Income before taxes and equity in net income of associated companies was not materially impacted by this change. Net Sales Quarterly Annual Segment Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 Q4'22 FY'20 FY'21 FY'22 Americas $ 172,635 $ 115,230 $ 159,279 $ 159,899 $ 180,814 $ 186,641 $ 197,396 $ 197,361 $ 212,091 $ 235,959 $ 254,679 $ 243,787 $ 607,043 $ 762,212 $ 946,516 EMEA 123,244 93,855 112,705 126,135 141,111 145,968 142,328 134,720 146,819 145,535 134,386 135,768 455,939 564,127 562,508 Asia/Pacific 82,682 76,955 95,240 99,818 107,858 102,653 109,348 114,960 115,261 111,044 103,154 105,102 354,695 434,819 434,561 Total $ 378,561 $ 286,040 $ 367,224 $ 385,852 $ 429,783 $ 435,262 $ 449,072 $ 447,041 $ 474,171 $ 492,538 $ 492,219 $ 484,657 $ 1,417,677 $ 1,761,158 $ 1,943,585 Segment Operating Earnings Quarterly Annual Segment Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 Q4'22 FY'20 FY'21 FY'22 Americas $ 41,252 $ 19,678 $ 43,840 $ 37,100 $ 44,654 $ 47,715 $ 43,364 $ 40,519 $ 45,022 $ 52,251 $ 66,809 $ 59,548 $ 141,870 $ 176,252 $ 223,630 EMEA 24,339 15,412 22,907 29,834 32,654 30,572 25,790 21,965 23,247 20,076 15,479 17,562 92,492 110,981 76,364 Asia/Pacific 22,299 21,319 30,557 26,022 31,065 26,272 26,281 25,615 24,501 24,922 26,723 29,696 100,197 109,233 105,842 Total $ 87,890 $ 56,409 $ 97,304 $ 92,956 $ 108,373 $ 104,559 $ 95,435 $ 88,099 $ 92,770 $ 97,249 $ 109,011 $ 106,806 $ 334,559 $ 396,466 $ 405,836
Appendix Pro Forma Results
©2023 Quaker Houghton. All Rights Reserved 17 Full Year 2019 Pro Forma Reconciliation (dollars in millions) 2019 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 divseted assets — (35) — — (35) Fair value step up of inventory sold 12 — — — 12 Restructuring and related charges 27 — — — 27 Other addbacks (c) 3 — — — 3 Adjusted EBITDA* $ 173 $ 68 $ (8) $ 1 $ 234 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 presented for combined Quaker Houghton (a) Other includes: (i) additional depreciation and amortization expense based on 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. (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 of 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.
18 ©2023 Quaker Houghton. All Rights Reserved Full Year 2018 Pro Forma Reconciliation (dollars in millions) 2018 Quaker Houghton Divestitures Other (a) Pro Forma* Net Sales $ 868 $ 861 $ (53) $ (22) $ 1,655 Net Income (Loss) Attributable to Quaker Houghton 59 — (9) 17 66 Depreciation and Amortization 20 54 — 5 79 Interest Expense, Net 4 56 — (25) 35 Taxes on Income (b) 25 3 (3) 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 % * 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 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. (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 of 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.
19 ©2023 Quaker Houghton. All Rights Reserved Full Year 2017 Pro Forma Reconciliation (dollars in millions) * 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. (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 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. 2017 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) 36 Taxes on Income (b) 42 42 (2) 2 84 EBITDA* 83 102 (11) — 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 — 2 — — 2 Loss on disposal of helf-for-sale asset — — — — — Insurance insolvency recovery (1) — — — (1) Affiliate management fees — 2 — — 2 Non-income tax settlement expense — 1 — — 1 Other addbacks (c) — — — — — Adjusted EBITDA* $ 115 $ 116 $ (11) $ — $ 221 Adjusted EBITDA Margin* (%) 14 % 15 % 20 % — % 14 %
20 ©2023 Quaker Houghton. All Rights Reserved Full Year 2016 Pro Forma Reconciliation (dollars in millions) 2016 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 Full-year impact of Wallover acquisition — 3 — — 3 Affiliate management fees — 2 — — 2 Non-income tax settlement expense — 2 — — 2 Other addbacks (c) — 1 — — 1 Adjusted EBITDA* $ 107 $ 119 $ (10) $ — $ 215 Adjusted EBITDA Margin* (%) 14 % 16 % 22 % — % 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 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. (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 charges related to a legal settlement, inventory fair value step up 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.