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 February 23, 2023, Quaker Chemical Corporation announced its results of operations for the fourth quarter and full year ended December 31, 2022 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: February 23, 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 FOURTH QUARTER AND FULL YEAR 2022 RESULTS
•Q4’22 net sales of $484.8 million increased 8% compared to Q4’21 driven by higher selling prices
•Record full year 2022 net sales of $1.9 billion primarily driven by value-based pricing initiatives
•Q4’22 net loss of $76.0 million and net loss per diluted share of $4.24 which includes a $93.0 million impairment charge
•Q4’22 non-GAAP net income of $25.0 million and non-GAAP earnings per diluted share of $1.39
•Delivered $67.9 million of adjusted EBITDA in 4Q’22, a 12% increase compared to $60.7 million in Q4’21
•Operating cash flow of $68.1 million in Q4’22 and $41.8 million in 2022; year-end net debt to adjusted EBITDA of 3.0x
February 23, 2023
CONSHOHOCKEN, PA – Quaker Houghton (“the Company”) (NYSE: KWR), the global leader in industrial process fluids, today announced its fourth quarter and full year 2022 results.
| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||
| ($ in thousands, except per share data) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Net sales | $ | 484,808 | $ | 447,041 | $ | 1,943,585 | $ | 1,761,158 | |||||||||||||||
| Net (loss) income attributable to Quaker Chemical Corporation | (75,957) | 18,126 | (15,931) | 121,369 | |||||||||||||||||||
| Net (loss) income attributable to Quaker Chemical Corporation common shareholders – diluted | (4.24) | 1.01 | (0.89) | 6.77 | |||||||||||||||||||
| Non-GAAP net income * | 25,001 | 23,049 | 105,320 | 122,805 | |||||||||||||||||||
| Non-GAAP Earnings per diluted share * | 1.39 | 1.29 | 5.87 | 6.85 | |||||||||||||||||||
| Adjusted EBITDA * | 67,923 | 60,735 | 257,150 | 274,109 | |||||||||||||||||||
*Refer to the Non-GAAP Measures and Reconciliations section below for additional information
Fourth Quarter and Full Year 2022 Consolidated Results
Fourth quarter of 2022 net sales were $484.8 million, an increase of 8% compared to $447.0 million in the fourth quarter of 2021 primarily due to an increase in selling price and product mix of approximately 24% and additional net sales from acquisitions of 1%, partially offset by a 10% decrease in organic sales volumes and a 7% 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 organic sales volumes was primarily attributable to softer market conditions, the wind-down of the tolling agreement for products previously divested related to the Quaker Houghton combination and the impact of the war in Ukraine.
The Company reported a net loss in the fourth quarter of 2022 of $76.0 million, or $4.24 per diluted share, compared to net income of $18.1 million or $1.01 per diluted share in the fourth quarter of 2021. The Company’s reported net loss primarily reflects a non-cash goodwill impairment charge of $93.0 million related to the EMEA reportable segment. This was the result of continued and unprecedented market dynamics, including the significant impact of raw material, energy and other cost inflation, and rising interest rates which led to an increase in the cost of capital. Excluding non-recurring and non-core items in each period, the Company’s fourth quarter of 2022 non-GAAP net income and earnings per diluted share were $25.0 million and $1.39 respectively compared to $23.0 million and $1.29 respectively in the prior year. The Company generated adjusted EBITDA of $67.9 million in the fourth quarter of 2022, an increase of approximately 12% compared to $60.7 million in the fourth quarter of 2021, primarily due to an increase in net sales and an improvement in gross margins compared to the prior year period.
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Andy Tometich, Chief Executive Officer and President, commented, “Quaker Houghton delivered strong year-over-year sales and EBITDA growth in the fourth quarter driven by execution on our margin improvement initiatives. In 2022, we delivered record net sales of approximately $1.9 billion, driven by our value-based pricing initiatives and positive net new business wins, demonstrating the resiliency of our business while contending with significant macroeconomic, raw material and market challenges.
I am pleased with the progress we made throughout 2022 and expect to build on this momentum going forward. Margin recovery remains a top priority and we expect to deliver further progress in 2023 through pricing and cost actions. We remain committed to advancing our strategic initiatives designed to improve the profitability, productivity and sustainability of our customers and our Company. We have a strong foundation and are well-positioned to drive continued long-term growth and value for all stakeholders.”
Fourth Quarter and Full Year 2022 Segment Results
The Company’s fourth quarter and full year 2022 operating performance of each of its four reportable segments: (i) Americas; (ii) Europe, Middle East and Africa (“EMEA”); (iii) Asia/Pacific; and (iv) Global Specialty Businesses, are further described below.
| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net Sales * | |||||||||||||||||||||||
| Americas | $ | 182,664 | $ | 147,300 | $ | 696,102 | $ | 572,643 | |||||||||||||||
| EMEA | 112,497 | 114,635 | 474,604 | 480,126 | |||||||||||||||||||
| Asia/Pacific | 91,177 | 101,236 | 386,450 | 388,160 | |||||||||||||||||||
| Global Specialty Businesses | 98,470 | 83,870 | 386,429 | 320,229 | |||||||||||||||||||
| Total net sales | $ | 484,808 | $ | 447,041 | $ | 1,943,585 | $ | 1,761,158 | |||||||||||||||
| Segment operating earnings * | |||||||||||||||||||||||
| Americas | $ | 40,190 | $ | 27,708 | $ | 148,181 | $ | 124,863 | |||||||||||||||
| EMEA | 10,776 | 16,407 | 50,708 | 85,209 | |||||||||||||||||||
| Asia/Pacific | 25,526 | 22,328 | 92,995 | 96,318 | |||||||||||||||||||
| Global Specialty Businesses | 30,318 | 21,591 | 113,940 | 90,632 | |||||||||||||||||||
| Total segment operating earnings | $ | 106,810 | $ | 88,034 | $ | 405,824 | $ | 397,022 | |||||||||||||||
*Refer to the Segment Measures and Reconciliations section below for additional information
In the fourth quarter of 2022, all of the Company’s reportable segments delivered double-digit year-over-year increases in selling price and product mix. The Americas and Global Specialty Businesses once again delivered double-digit year-over-year sales growth as strong increases in selling price and product mix were partially offset by a modest decline in sales volumes and an adverse impact of foreign currency translation in Global Specialty Businesses. Net sales for the Europe, Middle East and Africa (“EMEA”) and Asia/Pacific segments declined compared to the prior year period as double-digit increases in selling price and product mix were more than offset by a decline in organic sales volumes and significant foreign currency translation headwinds. Sales volumes declined in Americas, EMEA and Asia/Pacific due to softer market conditions compared to the prior year as well as additional impacts from the ongoing war in Ukraine on the EMEA segment and COVID-related impacts in China. Sales volumes in the Global Specialty Businesses were relatively unchanged compared to the prior year quarter.
Operating earnings in the Americas, Global Specialty Businesses and Asia/Pacific segments increased compared to the prior year quarter primarily driven by an improvement in margins as well as higher net sales in the Americas and Global Specialty Businesses. EMEA operating earnings declined compared to the prior year quarter, primarily due to the impact on margins from continued raw material, energy, manufacturing and other cost inflation as well as the ongoing war in Ukraine.
Consolidated net sales declined approximately 2% compared to the third quarter of 2022. All four segments benefited from increases in selling price and product mix compared to the third quarter of 2022, reflecting the Company’s value-based pricing initiatives. Sales volumes increased compared to the third quarter of 2022 in Asia/Pacific, but declined in the other segments primarily due to seasonally lower demand, softer market conditions, and the Company’s ongoing value-based pricing initiatives, partially offset by new business wins. The Asia/Pacific segment was also unfavorably impacted by foreign currency translation.
Cash Flow and Liquidity Highlights
The Company had net operating cash flow of $68.1 million in the fourth quarter of 2022 and full year 2022 net operating cash flow of $41.8 million, compared to net operating cash flow of $48.9 million in 2021. The lower full year net operating cash flow primarily reflects a lower operating performance in 2022 compared to 2021 partially offset by a reduced working capital investment in 2022.
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As of December 31, 2022, the Company’s total gross debt was $954.8 million, and its cash and cash equivalents was $181.0 million. The Company’s net debt was approximately $773.8 million, and its net debt divided by its trailing twelve months adjusted EBITDA was approximately 3.0x.
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 attributable to the Company before depreciation and amortization, interest expense, net, and taxes on income before equity in net (loss) 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 (loss) 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 (loss) 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 December 31, 2022 adjusted EBITDA of $257.2 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 December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||
| Non-GAAP Operating Income and Margin Reconciliations: | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Operating (loss) income | $ | (53,611) | $ | 30,746 | $ | 52,304 | $ | 150,466 | |||||||||||||||
| Combination, restructuring and other acquisition-related expenses | 4,554 | 6,474 | 11,975 | 26,845 | |||||||||||||||||||
| Strategic planning expenses | 3,701 | — | 14,446 | — | |||||||||||||||||||
| Executive transition costs | 716 | 1,889 | 2,813 | 2,986 | |||||||||||||||||||
| Russia-Ukraine conflict related expenses | 304 | — | 2,487 | — | |||||||||||||||||||
| Facility remediation costs, net | — | 19 | — | 1,509 | |||||||||||||||||||
| Impairment charges | 93,000 | — | 93,000 | — | |||||||||||||||||||
| Other charges | 320 | 206 | 866 | 819 | |||||||||||||||||||
| Non-GAAP operating income | $ | 48,984 | $ | 39,334 | $ | 177,891 | $ | 182,625 | |||||||||||||||
| Non-GAAP operating margin (%) | 10.1 | % | 8.8 | % | 9.2 | % | 10.4 | % | |||||||||||||||
| EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Non-GAAP Net Income Reconciliations: | Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net (loss) income attributable to Quaker Chemical Corporation | $ | (75,957) | $ | 18,126 | $ | (15,931) | $ | 121,369 | |||||||||||||||
| Depreciation and amortization (a)(b) | 20,023 | 21,394 | 81,514 | 87,728 | |||||||||||||||||||
| Interest expense, net | 12,351 | 5,601 | 32,579 | 22,326 | |||||||||||||||||||
| Taxes on income before equity in net income of associated companies (c) | 10,500 | 8,237 | 24,925 | 34,939 | |||||||||||||||||||
| EBITDA | (33,083) | 53,358 | 123,087 | 266,362 | |||||||||||||||||||
| Equity (income) loss in a captive insurance company | (772) | (922) | 1,427 | (4,993) | |||||||||||||||||||
| Combination, restructuring and other acquisition-related expenses (a) | 4,336 | 5,886 | 14,153 | 20,151 | |||||||||||||||||||
| Strategic planning expenses | 3,701 | — | 14,446 | — | |||||||||||||||||||
| Executive transition costs | 716 | 1,889 | 2,813 | 2,986 | |||||||||||||||||||
| Facility remediation (recovery) costs, net | (700) | 47 | (1,804) | 2,066 | |||||||||||||||||||
| Impairment charges | 93,000 | — | 93,000 | — | |||||||||||||||||||
| Brazilian non-income tax credits | — | 206 | — | (13,087) | |||||||||||||||||||
| Russia-Ukraine conflict related expenses | 304 | — | 2,487 | — | |||||||||||||||||||
| Loss on extinguishment of debt | — | — | 6,763 | — | |||||||||||||||||||
| Other charges | 421 | 271 | 778 | 624 | |||||||||||||||||||
| Adjusted EBITDA | $ | 67,923 | $ | 60,735 | $ | 257,150 | $ | 274,109 | |||||||||||||||
| Adjusted EBITDA margin (%) | 14.0 | % | 13.6 | % | 13.2 | % | 15.6 | % | |||||||||||||||
| Adjusted EBITDA | $ | 67,923 | $ | 60,735 | $ | 257,150 | $ | 274,109 | |||||||||||||||
| Less: Depreciation and amortization - adjusted (a)(b) | 20,023 | 21,386 | 81,514 | 87,002 | |||||||||||||||||||
| Less: Interest expense, net | 12,351 | 5,601 | 32,579 | 22,326 | |||||||||||||||||||
| Less: Taxes on income before equity in net income of associated companies - adjusted (c) | 10,548 | 10,699 | 37,737 | 41,976 | |||||||||||||||||||
| Non-GAAP net income | $ | 25,001 | $ | 23,049 | $ | 105,320 | $ | 122,805 | |||||||||||||||
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| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||
| Non-GAAP Earnings per Diluted Share Reconciliations: | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| GAAP (loss) earnings per diluted share attributable to Quaker Chemical Corporation common shareholders | $ | (4.24) | $ | 1.01 | $ | (0.89) | $ | 6.77 | |||||||||||||||
| Equity (income) loss in a captive insurance company per diluted share | (0.04) | (0.05) | 0.08 | (0.28) | |||||||||||||||||||
| Combination, restructuring and other acquisition-related expenses per diluted share (a) | 0.17 | 0.25 | 0.62 | 0.89 | |||||||||||||||||||
| Strategic planning expenses per diluted share | 0.17 | — | 0.63 | — | |||||||||||||||||||
| Executive transition costs per diluted share | 0.03 | 0.08 | 0.12 | 0.13 | |||||||||||||||||||
| Facility remediation (recovery) costs, net per diluted share | (0.03) | — | (0.08) | 0.09 | |||||||||||||||||||
| Impairment charges per diluted share | 5.19 | — | 5.19 | — | |||||||||||||||||||
| Brazilian non-income tax credits per diluted share | — | 0.02 | — | (0.46) | |||||||||||||||||||
| Russia-Ukraine conflict related expenses per diluted share | 0.01 | — | 0.12 | — | |||||||||||||||||||
| Loss on extinguishment of debt per diluted share | — | — | 0.29 | — | |||||||||||||||||||
| Other charges per diluted share | 0.02 | 0.01 | 0.05 | 0.03 | |||||||||||||||||||
| Impact of certain discrete tax items per diluted share | 0.11 | (0.03) | (0.26) | (0.32) | |||||||||||||||||||
| Non-GAAP earnings per diluted share | $ | 1.39 | $ | 1.29 | $ | 5.87 | $ | 6.85 | |||||||||||||||
(a)The Company recorded less than $0.1 million and $0.7 million of accelerated depreciation expense related to the Quaker Houghton combination during the three and twelve months ended December 31, 2021, respectively, all of which was recorded in cost of goods sold (“COGS”). These amounts recorded within COGS are included in the caption Combination, restructuring and other acquisition-related expenses in the reconciliation of Operating (loss) income to Non-GAAP operating income and GAAP (loss) earnings per diluted share attributable to Quaker Chemical Corporation common shareholders to Non-GAAP earnings per diluted share. In addition, the total amounts of such depreciation are included within the caption Depreciation and amortization in the reconciliation of Net (loss) income attributable to Quaker Chemical Corporation to Adjusted EBITDA; however, they are excluded in the reconciliation of Adjusted EBITDA to Non-GAAP net income. During the twelve months ended December 31, 2022 and 2021, the Company recorded expenses of $2.4 million and $0.6 million, respectively, related to indemnification assets. During the three and twelve months ended December 31, 2022 and the twelve months ended December 31, 2021, the Company recognized a gain of $0.2 million and $5.4 million, respectively, associated with the sale of certain held-for-sale real property assets which was the result of the Company’s manufacturing footprint integration plan. These amounts were recorded within Other (expense) income, net and therefore are included in the caption Combination, restructuring and other acquisition-related expenses in the reconciliation of Net (loss) income attributable to Quaker Chemical Corporation to Adjusted EBITDA and GAAP (loss) 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 the three and twelve months ended December 31, 2022 includes $0.2 million and $1.0 million, respectively, and for the three and twelve months ended December 31, 2021 included $0.3 million and $1.2 million, respectively, 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 Houghton joint venture in Korea as a result of required purchase accounting.
(c)Taxes on (loss) 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 (loss) 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 and twelve months ended December 31, 2022 and 2021, which the Company does not consider core or indicative of future performance.
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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 selling, general and administrative expenses. 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) income, net.
Effective beginning in the first quarter of 2023, the Company’s will change its reportable segments to better reflect the alignment of its executive management and business structure. The Company’s new structure will include three reportable segments: (i) Americas; (ii) EMEA; and (iii) Asia/Pacific. The three geographic segments are composed of the sales and operations in each respective region, including the sales and operations formerly included in the Global Specialty Businesses segment that are in those respective geographic regions.
The following tables reconcile the Company’s reportable segments performance to that of the Company (dollars in thousands):
| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net Sales | |||||||||||||||||||||||
| Americas | $ | 182,664 | $ | 147,300 | $ | 696,102 | $ | 572,643 | |||||||||||||||
| EMEA | 112,497 | 114,635 | 474,604 | 480,126 | |||||||||||||||||||
| Asia/Pacific | 91,177 | 101,236 | 386,450 | 388,160 | |||||||||||||||||||
| Global Specialty Businesses | 98,470 | 83,870 | 386,429 | 320,229 | |||||||||||||||||||
| Total net sales | $ | 484,808 | $ | 447,041 | $ | 1,943,585 | $ | 1,761,158 | |||||||||||||||
| Segment operating earnings | |||||||||||||||||||||||
| Americas | $ | 40,190 | $ | 27,708 | $ | 148,181 | $ | 124,863 | |||||||||||||||
| EMEA | 10,776 | 16,407 | 50,708 | 85,209 | |||||||||||||||||||
| Asia/Pacific | 25,526 | 22,328 | 92,995 | 96,318 | |||||||||||||||||||
| Global Specialty Businesses | 30,318 | 21,591 | 113,940 | 90,632 | |||||||||||||||||||
| Total segment operating earnings | 106,810 | 88,034 | 405,824 | 397,022 | |||||||||||||||||||
| Combination, integration and other acquisition-related expenses | (787) | (5,626) | (8,779) | (23,885) | |||||||||||||||||||
| Restructuring and related charges | (3,767) | (840) | (3,163) | (1,433) | |||||||||||||||||||
| Fair value step up of acquired inventory sold | — | — | — | (801) | |||||||||||||||||||
| Impairment Charges | (93,000) | — | (93,000) | — | |||||||||||||||||||
| Non-operating and administrative expenses | (47,936) | (35,104) | (187,830) | (157,864) | |||||||||||||||||||
| Depreciation of corporate assets and amortization | (14,931) | (15,718) | (60,748) | (62,573) | |||||||||||||||||||
| Operating (loss) income | (53,611) | 30,746 | 52,304 | 150,466 | |||||||||||||||||||
| Other (expense) income, net | (2,087) | (493) | (12,607) | 18,851 | |||||||||||||||||||
| Interest expense, net | (12,351) | (5,601) | (32,579) | (22,326) | |||||||||||||||||||
| (Loss) income before taxes and equity in net income of associated companies | $ | (68,049) | $ | 24,652 | $ | 7,118 | $ | 146,991 | |||||||||||||||
6
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 and global supply chain constraints on the Company’s business, results of operations, and financial condition, our expectations that we will maintain sufficient liquidity and 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 fourth quarter and full year 2022 performance is scheduled for Friday, February 24, 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
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; Dollars in thousands, except per share data)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||
| Net sales | $ | 484,808 | $ | 447,041 | $ | 1,943,585 | $ | 1,761,158 | ||||||||||||||||||
| Cost of goods sold | 328,538 | 308,177 | 1,330,931 | 1,166,518 | ||||||||||||||||||||||
| Gross profit | 156,270 | 138,864 | 612,654 | 594,640 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 112,327 | 101,652 | 455,408 | 418,856 | ||||||||||||||||||||||
| Impairment charges | 93,000 | — | 93,000 | — | ||||||||||||||||||||||
| Restructuring and related charges | 3,767 | 840 | 3,163 | 1,433 | ||||||||||||||||||||||
| Combination, integration and other acquisition-related expenses | 787 | 5,626 | 8,779 | 23,885 | ||||||||||||||||||||||
| Operating (loss) income | (53,611) | 30,746 | 52,304 | 150,466 | ||||||||||||||||||||||
| Other (expense) income, net | (2,087) | (493) | (12,607) | 18,851 | ||||||||||||||||||||||
| Interest expense, net | (12,351) | (5,601) | (32,579) | (22,326) | ||||||||||||||||||||||
| (Loss) income before taxes and equity in net income of associated companies | (68,049) | 24,652 | 7,118 | 146,991 | ||||||||||||||||||||||
| Taxes on (loss) income before equity in net income of associated companies | 10,500 | 8,237 | 24,925 | 34,939 | ||||||||||||||||||||||
| (Loss) income before equity in net income of associated companies | (78,549) | 16,415 | (17,807) | 112,052 | ||||||||||||||||||||||
| Equity in net income of associated companies | 2,607 | 1,711 | 1,965 | 9,379 | ||||||||||||||||||||||
| Net (loss) income | (75,942) | 18,126 | (15,842) | 121,431 | ||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interest | 15 | — | 89 | 62 | ||||||||||||||||||||||
| Net (loss) income attributable to Quaker Chemical Corporation | $ | (75,957) | $ | 18,126 | $ | (15,931) | $ | 121,369 | ||||||||||||||||||
| Per share data: | ||||||||||||||||||||||||||
| Net (loss) income attributable to Quaker Chemical Corporation common shareholders – basic | $ | (4.24) | $ | 1.01 | $ | (0.89) | $ | 6.79 | ||||||||||||||||||
| Net (loss) income attributable to Quaker Chemical Corporation common shareholders – diluted | $ | (4.24) | $ | 1.01 | $ | (0.89) | $ | 6.77 | ||||||||||||||||||
| Basic weighted average common shares outstanding | 17,857,840 | 17,819,727 | 17,841,487 | 17,805,034 | ||||||||||||||||||||||
| Diluted weighted average common shares outstanding | 17,869,452 | 17,867,814 | 17,856,492 | 17,855,124 | ||||||||||||||||||||||
8
QUAKER CHEMICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited; Dollars in thousands, except par value)
| December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 180,963 | $ | 165,176 | |||||||
| Accounts receivable, net | 472,888 | 430,676 | |||||||||
| Inventories, net | 284,848 | 264,531 | |||||||||
| Prepaid expenses and other current assets | 55,438 | 59,871 | |||||||||
| Total current assets | 994,137 | 920,254 | |||||||||
| Property, plant and equipment, net | 198,595 | 197,520 | |||||||||
| Right of use lease assets | 43,766 | 36,635 | |||||||||
| Goodwill | 515,008 | 631,194 | |||||||||
| Other intangible assets, net | 942,925 | 1,027,782 | |||||||||
| Investments in associated companies | 88,234 | 95,278 | |||||||||
| Deferred tax assets | 11,218 | 16,138 | |||||||||
| Other non-current assets | 27,739 | 30,959 | |||||||||
| Total assets | $ | 2,821,622 | $ | 2,955,760 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Short-term borrowings and current portion of long-term debt | $ | 19,245 | $ | 56,935 | |||||||
| Accounts payable | 193,983 | 226,656 | |||||||||
| Dividends payable | 7,808 | 7,427 | |||||||||
| Accrued compensation | 39,834 | 38,197 | |||||||||
| Accrued restructuring | 5,483 | 4,087 | |||||||||
| Accrued pension and postretirement benefits | 1,560 | 1,548 | |||||||||
| Other accrued liabilities | 86,873 | 95,617 | |||||||||
| Total current liabilities | 354,786 | 430,467 | |||||||||
| Long-term debt | 933,561 | 836,412 | |||||||||
| Long-term lease liabilities | 26,967 | 26,335 | |||||||||
| Deferred tax liabilities | 160,294 | 179,025 | |||||||||
| Non-current accrued pension and postretirement benefits | 28,765 | 45,984 | |||||||||
| Other non-current liabilities | 38,664 | 49,615 | |||||||||
| Total liabilities | 1,543,037 | 1,567,838 | |||||||||
| Equity | |||||||||||
| Common stock, $1 par value; authorized 30,000,000 shares; issued and outstanding 2022 – 17,950,264 shares; 2021 – 17,897,033 shares | 17,950 | 17,897 | |||||||||
| Capital in excess of par value | 928,288 | 917,053 | |||||||||
| Retained earnings | 469,920 | 516,334 | |||||||||
| Accumulated other comprehensive loss | (138,240) | (63,990) | |||||||||
| Total Quaker shareholders’ equity | 1,277,918 | 1,387,294 | |||||||||
| Noncontrolling interest | 667 | 628 | |||||||||
| Total equity | 1,278,585 | 1,387,922 | |||||||||
| Total liabilities and equity | $ | 2,821,622 | $ | 2,955,760 | |||||||
9
QUAKER CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; Dollars in thousands)
| Year Ended December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net (loss) income | $ | (15,842) | $ | 121,431 | |||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||
| Amortization of debt issuance costs | 2,942 | 4,749 | |||||||||
| Depreciation and amortization | 80,467 | 86,550 | |||||||||
| Equity in undistributed earnings of associated companies, net of dividends | 1,005 | (8,971) | |||||||||
| Acquisition-related fair value adjustments related to inventory | — | 801 | |||||||||
| Deferred income taxes | (10,552) | (12,506) | |||||||||
| Uncertain tax positions (non-deferred portion) | (6,398) | (922) | |||||||||
| Deferred compensation and other, net | 2,613 | (5,325) | |||||||||
| Share-based compensation | 11,666 | 11,038 | |||||||||
| Loss on extinguishment of debt | 5,246 | — | |||||||||
| Gain on disposal of property, plant, equipment and other assets | (168) | (4,695) | |||||||||
| Impairment charges | 93,000 | — | |||||||||
| Combination and other acquisition-related expenses, net of payments | (4,460) | (1,974) | |||||||||
| Restructuring and related charges | 3,163 | 1,433 | |||||||||
| Pension and other postretirement benefits | (7,964) | (6,330) | |||||||||
| (Decrease) increase in cash from changes in current assets and current liabilities, net of acquisitions: | |||||||||||
| Accounts receivable | (59,112) | (67,473) | |||||||||
| Inventories | (29,858) | (84,428) | |||||||||
| Prepaid expenses and other current assets | 3,705 | (21,174) | |||||||||
| Change in restructuring liabilities | (1,532) | (5,266) | |||||||||
| Accounts payable and accrued liabilities | (23,439) | 37,998 | |||||||||
| Estimated taxes on income | (2,688) | 3,997 | |||||||||
| Net cash provided by operating activities | 41,794 | 48,933 | |||||||||
| Cash flows from investing activities | |||||||||||
| Investments in property, plant and equipment | (28,539) | (21,457) | |||||||||
| Payments related to acquisitions, net of cash acquired | (13,115) | (42,417) | |||||||||
| Proceeds from disposition of assets | 1,463 | 14,744 | |||||||||
| Net cash used in investing activities | (40,191) | (49,130) | |||||||||
| Cash flows from financing activities | |||||||||||
| Payments of long-term debt | (673,203) | (38,011) | |||||||||
| Proceeds from long-term debt | 750,000 | — | |||||||||
| (Repayments) borrowings on revolving credit facilities, net | (16,281) | 53,031 | |||||||||
| Repayments on other debt, net | (1,629) | (776) | |||||||||
| Financing-related debt issuance costs | (3,734) | — | |||||||||
| Dividends paid | (30,103) | (28,599) | |||||||||
| Stock options exercised, other | (378) | 890 | |||||||||
| Net cash provided by (used in) financing activities | 24,672 | (13,465) | |||||||||
| Effect of foreign exchange rate changes on cash | (10,488) | (3,057) | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 15,787 | (16,719) | |||||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | 165,176 | 181,895 | |||||||||
| Cash, cash equivalents and restricted cash at the end of the period | $ | 180,963 | $ | 165,176 | |||||||
10
Quaker Houghton Fourth Quarter and Full Year 2022 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 fourth quarter and full year earnings news release, dated February 23, 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, 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, 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 presentation, including expectations about business conditions during 2022 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. ©2022 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. 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 (loss) 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, 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 following charts should be read in conjunction with the Company’s fourth quarter and full year earnings news release dated February 23, 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 September 30, 2022. These documents may contain additional explanatory language and information regarding certain of the items included in the following reconciliations. ©2022 Quaker Houghton. All Rights Reserved 3 Non-GAAP and Pro Forma Measures
Andy Tometich 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 & Chief Accounting Officer Jeffrey Schnell Vice President, Investor Relations ©2022 Quaker Houghton. All Rights Reserved 4 Speakers
©2022 Quaker Houghton. All Rights Reserved 5 Highlights 4Q’22 results highlight solid execution in a very challenging operating environment Delivered $68m of adj. EBITDA, +12% Y/Y, as a result of 8% net sales growth and an improvement in gross margin Volumes declined Y/Y due to softer market conditions, the Russia/Ukraine war and the wind-down of tolling on divested business Generated operating cash flow of $68m; leverage ended 4Q’22 at 3.0x net debt / adjusted EBITDA1 Record net sales in 2022 driven by strong price realization despite softer market conditions Net sales growth of ~10% in 2022 driven by double-digit price increases in all segments Significant raw material cost inflation impacted gross margins; improvement in 2H’22 reflects ongoing initiatives Volumes declined but remained in-line with our end markets; net new business wins were positive in 2022 Advancing our growth strategy to deliver long-term shareholder value Focused on improving our margins through targeted pricing and cost improvement and optimization actions Investing to advance our long-term strategic growth initiatives, balanced with the macroeconomic environment Disciplined capital allocation strategy remains intact, supported by a healthy balance sheet and ample liquidity Expect to deliver earnings growth and improved operating cash flows in 2023 1 Total gross debt, net of cash and cash equivalents divided by 2022 adjusted EBITDA
©2022 Quaker Houghton. All Rights Reserved 6 Financial Snapshot (dollars in millions, per share amounts) (1) Certain amounts may not calculate due to rounding Q4 2022 Q4 2021 Q3 2022 FY 2022 FY 2021 GAAP Net sales $ 484.8 $ 447.0 $ 37.8 8% $ 492.2 $ (7.4) (2%) $ 1,943.6 $ 1,761.2 $ 182.4 10% Gross profit 156.3 138.9 17.4 13% 160.7 (4.5) (3%) 612.7 594.6 18.0 3% Gross margin (%) 32% 31% 1% 4% 32.7% (0%) (1%) 31.5% 33.8% (2%) (7%) Operating income (53.6) 30.7 (84.4) (274%) 44.6 (98.2) (220%) 52.3 150.5 (98.2) (65%) Net income (76.0) 18.1 (94.1) (519%) 25.9 (101.8) (394%) (15.9) 121.4 (137.3) (113%) Earnings per diluted share (4.24) 1.01 (5.25) (520%) 1.44 (5.68) (394%) (0.89) 6.77 (7.66) (113%) Non-GAAP Non-GAAP operating income $ 49.0 $ 39.3 $ 9.7 25% $ 50.9 $ (1.9) (4%) $ 177.9 $ 182.6 $ (4.7) (3%) Non-GAAP operating margin (%) 10% 9% 1% 15% 10% (0%) (2%) 9% 10% (1%) (12%) Adjusted EBITDA 67.9 60.7 7.2 12% 70.3 (2.4) (3%) 257.2 274.1 (17.0) (6%) Adjusted EBITDA margin (%) 14% 14% 0% 3% 14% 0% (2%) 13% 16% (2%) (15%) Non-GAAP earnings per diluted share 1.39 1.29 0.10 8% 1.74 (0.35) (20%) 5.87 6.85 (0.98) (14%) Variance (1) Variance (1)Variance (1)
Sales volumes in 2022 primarily reflect softer market conditions, the wind-down of the tolling agreement on previously divested business, the direct and indirect impacts of both the ongoing war in Ukraine and COVID in China Total Company Volume Trend (kilograms, in thousands) 7 ©2022 Quaker Houghton. All Rights Reserved
©2022 Quaker Houghton. All Rights Reserved 8 Adjusted EBITDA (dollars in millions) 4Q’22: An improvement in gross margins offset softer market conditions and F/X 2022: Strong price realization offset by significant cost inflation and ~$25m impact from the exit of Russia/Ukraine and F/X (1) Periods presented prior to the Combination, on August 1, 2019, are pro forma results
Total debt of $955 million and cash and cash equivalents of $181 million resulted in net debt of $774 million Leverage of 3.0x as of December 31, 20221 Operating well within bank covenants Bank leverage of 2.8x as of December 31, 20222 Maximum permitted leverage of 4.0x2 Healthy balance sheet and ample liquidity No significant maturities until June 2027 as we successfully amended our credit facility in 2Q’22 4Q’22 cost of debt on credit facility was ~4.8% Leverage and Liquidity Update 9 ©2022 Quaker Houghton. All Rights Reserved 1 Leverage ratio defined as net debt divided by trailing twelve month adjusted EBITDA 2 Defined as net debt divided by trailing twelve month adjusted EBITDA, as calculated under the terms of the credit agreement
Appendix Actual and Non-GAAP Results
©2022 Quaker Houghton. All Rights Reserved 11 Non-GAAP Operating Reconciliation (dollars in thousands, unless otherwise noted) Q4 2022 Q4 2021 FY 2022 FY 2021 Operating income (53,611)$ 30,746$ 52,304$ 150,466$ Combination, restructuring and other acquisition-related expenses 4,554 6,474 11,975 26,845 Strategic planning expenses 3,701 - 14,446 - Executive transition costs 716 1,889 2,813 2,986 Russia-Ukraine conflict related expenses 304 - 2,487 - Facility remediation costs, net - 19 - 1,509 Impairment charges 93,000 - 93,000 - Other charges 320 206 866 819 Non-GAAP operating income 48,984$ 39,334$ 177,891$ 182,625$ Non-GAAP operating margin (%) 10.1% 8.8% 9.2% 10.4%
©2022 Quaker Houghton. All Rights Reserved 12 Adjusted EBITDA & Non-GAAP Net Income Reconciliation (dollars in thousands, unless otherwise noted) Q4 2022 Q4 2021 FY 2022 FY 2021 Net (loss) income attributable to Quaker Chemical Corporation (75,957)$ 18,126$ (15,931)$ 121,369$ Depreciation and amortization 20,023 21,394 81,514 87,728 Interest expense, net 12,351 5,601 32,579 22,326 Taxes on income before equity in net (loss) income of associated companies EBITDA (33,083)$ 53,358$ 123,087$ 266,362$ Equity (income) loss in a captive insurance company (772) (922) 1,427 (4,993) Combination, restructuring and other acquisition-related expenses 4,336 5,886 14,153 20,151 Strategic planning expenses 3,701 - 14,446 - Executive transition costs 716 1,889 2,813 2,986 Russia-Ukraine conflict related expenses 304 - 2,487 - Brazilian non-income tax credits - 206 - (13,087) Loss on extinguishment of debt - - 6,763 - Facility remediation (recovery) costs, net (700) 47 (1,804) 2,066 Impairment charges 93,000 - 93,000 - Other charges 421 271 778 624 Adjusted EBITDA 67,923$ 60,735$ 257,150$ 274,109$ Adjusted EBITDA Margin (%) 14.0% 13.6% 13.2% 15.6% Adjusted EBITDA 67,923 60,735 257,150 274,109 Less: Depreciation and amortization - adjusted 20,023 21,386 81,514 87,002 Less: Interest expense, net 12,351 5,601 32,579 22,326 Less: Taxes on income before equity in net income of associated companies - adjusted Non-GAAP Net Income 25,001$ 23,049$ 105,320$ 122,805$ 41,976 10,548 10,699 37,737 34,939 24,925 8,237 10,500
©2022 Quaker Houghton. All Rights Reserved 13 Non-GAAP EPS Reconciliation Q4 2022 Q4 2021 FY 2022 FY 2021 GAAP earnings per diluted share attributable to Quaker Chemical Corporation common shareholders Equity loss (income) in a captive insurance company per diluted share (0.04) (0.05) 0.08 (0.28) Combination, restructuring and other acquisition-related expenses per diluted share Strategic planning expenses per diluted share 0.17 - 0.63 - Executive transition costs per diluted share 0.03 0.08 0.12 0.13 Russia-Ukraine conflict related expenses per diluted share 0.01 - 0.12 - Facility remediation (recovery) costs, net per diluted share (0.03) - (0.08) 0.09 Brazilian non-income tax credits per diluted share - 0.02 - (0.46) Loss on extinguishment of debt per diluted share - - 0.29 - Impairment charges per diluted share 5.19 5.19 Other charges per diluted share 0.02 0.01 0.05 0.03 Impact of certain discrete tax items per diluted share 0.11 (0.03) (0.26) (0.32) Non-GAAP earnings per diluted share 1.39$ 1.29$ 5.87$ 6.85$ (4.24)$ 0.25 0.17 6.77$ (0.89)$ 1.01$ 0.62 0.89
©2022 Quaker Houghton. All Rights Reserved 14 Segment Performance (dollars in thousands) Q4 2022 Q4 2021 FY 2022 FY 2021 Net sales Americas 182,664$ 147,300$ 696,102$ 572,643$ EMEA 112,497 114,635 474,604 480,126 Asia/Pacific 91,177 101,236 386,450 388,160 Global Specialty Businesses 98,470 83,870 386,429 320,229 Total net sales 484,808$ 447,041$ 1,943,585$ 1,761,158$ Segment operating earnings Americas 40,190$ 27,708$ 148,181$ 124,863$ EMEA 10,776 16,407 50,708 85,209 Asia/Pacific 25,526 22,328 92,995 96,318 Global Specialty Businesses 30,318 21,591 113,940 90,632 Total segment operating earnings 106,810 88,034 405,824 397,022 Combination, integration and other acquisition-related expenses (787) (5,626) (8,779) (23,885) Restructuring and related charges (credits), net (3,767) (840) (3,163) (1,433) Fair value step up of acquired inventory sold - - - (801) Impairment charges (93,000) - (93,000) - Non-operating and administrative expenses (47,936) (35,104) (187,830) (157,864) Depreciation of corporate assets and amortization (14,931) (15,718) (60,748) (62,573) Operating income (53,611) 30,746 52,304 150,466 Other (expense) income, net (2,087) (493) (12,607) 18,851 Interest expense, net (12,351) (5,601) (32,579) (22,326) Income before taxes and equity in net (loss) income of associated companies 146,991$ 7,118$ 24,652$ (68,049)$
Appendix Pro Forma Results
©2022 Quaker Houghton. All Rights Reserved 16 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.
17 ©2022 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.
18 ©2022 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.
19 ©2022 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