UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 2.02. | Results of Operations and Financial Condition. |
On August 3, 2021, Quaker Chemical Corporation announced its results of operations for the second quarter ended June 30, 2021 in a press release, the text of which is included as Exhibit 99.1 hereto. Supplemental information related to the same periods is also included as Exhibit 99.2 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
The following exhibits are included as part of this report:
| Exhibit No. | Description | |
| 99.1 | Press Release of Quaker Chemical Corporation dated August 3, 2021 (furnished herewith). | |
| 99.2 | Supplemental Information related to the second quarter ended June 30, 2021 (furnished herewith). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| QUAKER CHEMICAL CORPORATION | ||
| Date: August 3, 2021 | By: | /s/ Shane W. Hostetter |
|
Shane W. Hostetter Senior Vice President, Chief Financial Officer | ||
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Exhibit 99.1
NEWS Contact: Shane W. Hostetter Senior Vice President and Chief Financial Officer investor@quakerhoughton.com T. 1.610.832.4000 |
 |
| For Release: Immediate |
QUAKER HOUGHTON ANNOUNCES SECOND QUARTER 2021 RESULTS
| · | Record net sales of $435.3 million increased 52% compared to the second quarter of 2020 and up 1% sequentially compared to the first quarter of 2021 |
| · | Gross margin of 35.5% improved from the second quarter of 2020 but as expected declined sequentially compared to the first quarter of 2021 |
| · | Reported net income of $33.6 million and earnings per diluted share of $1.88 and non-GAAP net income of $32.4 million and non-GAAP earnings per diluted share of $1.82 |
| · | Adjusted EBITDA of $70.1 million increased 118% compared to the second quarter of 2020 |
| · | Record trailing twelve month adjusted EBITDA of $277 million drives a reduction in net debt to trailing twelve months adjusted EBITDA of 2.7 to 1 |
August 3, 2021
CONSHOHOCKEN, PA – Quaker Houghton (“the Company”) (NYSE: KWR), the global leader in industrial process fluids, today announced its second quarter of 2021 results.
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| ($ in millions, except per share data) | 2021 | 2020 | 2021 | 2020 | ||||||||||||
| Net sales | $ | 435.3 | $ | 286.0 | $ | 865.0 | $ | 664.6 | ||||||||
| Net income (loss) attributable to Quaker Chemical Corporation | 33.6 | (7.7 | ) | 72.2 | (36.1 | ) | ||||||||||
| Earnings (loss) per diluted share attributable to Quaker Chemical Corporation | 1.88 | (0.43 | ) | 4.03 | (2.03 | ) | ||||||||||
| Non-GAAP net income * | 32.4 | 3.7 | 70.4 | 28.2 | ||||||||||||
| Non-GAAP earnings per diluted share * | 1.82 | 0.21 | 3.93 | 1.59 | ||||||||||||
| Adjusted EBITDA * | 70.1 | 32.1 | 147.2 | 92.5 | ||||||||||||
* Refer to the Non-GAAP Measures and Reconciliations section below for additional information
Second Quarter of 2021 Consolidated Results
Second quarter of 2021 net sales of $435.3 million increased 52% compared to $286.0 million in the prior year quarter primarily due to higher volumes of 40%, which includes additional net sales from acquisitions of 5%, the positive impact from foreign currency translation of 8% as well as increases from selling price and product mix of approximately 4%. The significant increase in sales volumes compared to the second quarter of 2020 was primarily a result of the prior year quarter being the most severely impacted by COVID-19 globally as well as the continued improvement in end market conditions and continued market share gains realized in the current quarter.
The Company had net income in the second quarter of 2021 of $33.6 million or $1.88 per diluted share, compared to a second quarter of 2020 net loss of $7.7 million or $0.43 per diluted share. The current quarter net income includes a non-recurring amount related to certain non-income tax credits recorded by the Company’s Brazilian subsidiaries. The prior year second quarter net loss was primarily driven by the negative impact of the COVID-19 pandemic on the Company. Excluding the Brazil non-income tax credits as well as costs associated with the combination with Houghton International, Inc. (the ”Combination”) and other non-core or non-recurring items in each period, the Company’s second quarter of 2021 non-GAAP earnings per diluted share was $1.82 compared to $0.21 in the prior year second quarter. The Company’s current quarter adjusted EBITDA of $70.1 million increased 118% compared to $32.1 million in the second quarter of 2020 primarily due to the significant increase in net sales quarter-over-quarter as well as higher realized cost synergies from the Combination, partially offset by higher raw material costs incurred in the current quarter. While the Company’s current quarter gross margin of 35.5% did improve compared to the prior year second quarter, this was primarily driven by the prior year negative impact of significantly lower volumes and the related impact from fixed manufacturing costs. The Company’s current quarter gross margin declined sequentially compared to 36.3% in the first quarter of 2021 due to raw material cost increases and global supply chain and logistics pressures. The Company estimates that it realized cost synergies associated with the Combination of approximately $18.5 million during the second quarter of 2021 compared to approximately $12 million during the second quarter of 2020.
Michael F. Barry, Chairman, Chief Executive Officer and President, commented, “We had a strong second quarter despite unprecedented increases in raw material costs and supply chain issues. Strong demand continues to be the major contributor to our earnings performance as sales volumes increased 4% from the fourth quarter of 2020; although volumes did decline 3% sequentially from the first quarter which was unusually strong due to some customer replenishment in their supply chains. We continued to see strong market share gains in the quarter as our net sales benefited 4% compared to the prior year from new business wins. The major negative trend in the quarter was the continued escalation of raw material costs. This negatively impacted our sequential gross margins by 1% as there was a lag between our product price increases and our raw material cost increases.”
Mr. Barry continued, “Looking forward, we expect raw material costs to continue to increase in the third quarter and we are implementing additional price increases to help offset them. Our gross margins for the third quarter are expected to be at or somewhat below our second quarter level before beginning to increase in the fourth quarter. We do expect that we will have a more stable raw material environment in the fourth quarter and will have implemented sufficient price increases during the year to return our product margins to their targeted level as we exit the year. On the sales side, we do expect demand to remain strong, but also to have some headwinds in automotive due to the semiconductor shortage and some seasonality trends which we typically experience in the second half of the year. Overall, we reaffirm our previous floor guidance on full year adjusted EBITDA and believe 2021 will be a very good year for us as we take a step change in our profitability, complete our integration cost synergies, continue to take share in the market place, achieve positive impacts from our recent acquisitions, and get to our targeted leverage ratio.”
Second Quarter of 2021 Segment Results
The Company’s second quarter of 2021 operating performance in each of its four reportable operating segments: (i) Americas; (ii) Europe, Middle East and Africa (“EMEA”); (iii) Asia/Pacific; and (iv) Global Specialty Businesses, reflect similar drivers to that of its consolidated performance.
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Net Sales* | ||||||||||||||||
| Americas | $ | 139.7 | $ | 80.6 | $ | 274.5 | $ | 210.5 | ||||||||
| EMEA | 123.4 | 77.7 | 243.3 | 182.5 | ||||||||||||
| Asia/Pacific | 91.6 | 68.4 | 188.3 | 142.0 | ||||||||||||
| Global Specialty Businesses | 80.6 | 59.3 | 159.0 | 129.6 | ||||||||||||
| Segment operating earnings* | ||||||||||||||||
| Americas | $ | 33.6 | $ | 10.3 | $ | 65.9 | $ | 39.5 | ||||||||
| EMEA | 23.4 | 10.5 | 48.6 | 28.8 | ||||||||||||
| Asia/Pacific | 23.2 | 19.3 | 50.7 | 38.8 | ||||||||||||
| Global Specialty Businesses | 24.2 | 16.4 | 48.4 | 37.0 | ||||||||||||
* Refer to the Segment Measures and Reconciliations section below for additional information
All four segments had higher net sales compared to the second quarter of 2020. Each of the segments benefited from higher sales volumes, additional net sales from acquisitions, the positive impact of foreign currency translation and generally from increases in selling price and product mix. Net sales in the Americas and Global Specialty Businesses benefited from additional net sales from Coral while each of the regional segments benefited from additional net sales from the tin-plating solutions business acquired in February 2021. As reported, all of the Company’s segment operating earnings were higher compared to the second quarter of 2020 which reflects higher current quarter net sales coupled with a higher gross margin in most segments as compared to the prior year second quarter, partially offset by higher selling, general and administrative expenses (“SG&A”) in each segment, which was the result of an increase in direct selling expenses associated with the significant increase in net sales and to a lesser extent the lower levels of prior year SG&A as a result of COVID-19 temporary cost saving measures. Overall, the Company and all of its segments continued to benefit from the global economic recovery from the COVID-19 pandemic as well as the benefits of realized cost savings associated with the Combination.
Cash Flow and Liquidity Highlights
The Company has no material debt maturities until August 1, 2024. As of June 30, 2021, the Company’s total gross debt was $904.8 million and its cash on hand was $145.6 million. The Company’s net debt was $759.2 million, and its net debt divided by its trailing twelve months adjusted EBITDA was approximately 2.7 to 1 as of June 30, 2021. The Company’s consolidated net leverage ratio, as defined under its bank agreement, was approximately 2.5 to 1 as of June 30, 2021 compared to a maximum permitted leverage of 4.0 to 1. Based on current projections of future liquidity and leverage, the Company does not expect any compliance issues with its bank covenants.
The Company had net operating cash flow of $3.0 million during the second quarter of 2021, bringing its year-to-date net operating cash outflow to $9.6 million in the first six months of 2021, as compared to a net operating cash inflow of $44.7 million in the first six months of 2020. The $54.2 million decrease in net operating cash flow year-over-year was primarily driven by a significant change in working capital, as the Company’s strong current year net sales and volumes resulted in a large increase in accounts receivable coupled with an increase in inventory as a result of rising raw material costs as well as a build in inventory to ensure the Company has appropriate stock to meet customer demands in anticipation of potential further stress on the global supply chain.
Non-GAAP Measures and Reconciliations
The information included in this press release includes non-GAAP (unaudited) financial information that includes EBITDA, adjusted EBITDA, adjusted EBITDA margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income and non-GAAP earnings per diluted share. The Company believes these non-GAAP financial measures provide meaningful supplemental information as they enhance a reader’s understanding of the financial performance of the Company, are indicative of future operating performance of the Company, and facilitate a comparison among fiscal periods, as the non-GAAP financial measures exclude items that are not indicative of future operating performance or not considered core to the Company’s operations. Non-GAAP results are presented for supplemental informational purposes only and should not be considered a substitute for the financial information presented in accordance with GAAP.
The Company presents EBITDA which is calculated as net income (loss) attributable to the Company before depreciation and amortization, interest expense, net, and taxes on income (loss) before equity in net income of associated companies. The Company also presents adjusted EBITDA which is calculated as EBITDA plus or minus certain items that are not indicative of future operating performance or not considered core to the Company’s operations. In addition, the Company presents non-GAAP operating income which is calculated as operating income (loss) plus or minus certain items that are not indicative of future operating performance or not considered core to the Company’s operations. Adjusted EBITDA margin and non-GAAP operating margin are calculated as the percentage of adjusted EBITDA and non-GAAP operating income to consolidated net sales, respectively. The Company believes these non-GAAP measures provide transparent and useful information and are widely used by analysts, investors, and competitors in our industry as well as by management in assessing the operating performance of the Company on a consistent basis.
Additionally, the Company presents non-GAAP net income and non-GAAP earnings per diluted share as additional performance measures. Non-GAAP net income is calculated as adjusted EBITDA, defined above, less depreciation and amortization, interest expense, net, and taxes on income before equity in net income of associated companies, in each case adjusted, as applicable, for any depreciation, amortization, interest or tax impacts resulting from the non-core items identified in the reconciliation of net income attributable to the Company to adjusted EBITDA. Non-GAAP earnings per diluted share is calculated as non-GAAP net income per diluted share as accounted for under the “two-class share method.” The Company believes that non-GAAP net income and non-GAAP earnings per diluted share provide transparent and useful information and are widely used by analysts, investors, and competitors in our industry as well as by management in assessing the operating performance of the Company on a consistent basis.
As it relates to 2021 projected adjusted EBITDA growth for the Company, including as a result of our recent acquisitions, as well as other forward-looking information described further above, the Company has not provided guidance for comparable GAAP measures or a quantitative reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because it is unable to determine with reasonable certainty the ultimate outcome of certain significant items necessary to calculate such measures without unreasonable effort. These items include, but are not limited to, certain non-recurring or non-core items the Company may record that could materially impact net income, as well as the impact of COVID-19. These items are uncertain, depend on various factors, and could have a material impact on the U.S. GAAP reported results for the guidance period.
The Company’s reference to trailing twelve months adjusted EBITDA within this press release refers to the twelve month period ended June 30, 2021 adjusted EBITDA of $276.6 million, which includes (i) the six months ended June 30, 2021 adjusted EBITDA of $147.2 million, as presented in the non-GAAP reconciliations below, and (ii) the twelve months ended December 31, 2020 adjusted EBITDA of $222.0 million, as presented in the non-GAAP reconciliations included in the Company’s fourth quarter and full year 2020 results press release dated February 25, 2021, less (iii) the six months ended June 30, 2020 adjusted EBITDA of approximately $92.5 million, as presented in the non-GAAP reconciliations below.
The following tables reconcile the Company’s non-GAAP financial measures (unaudited) to their most directly comparable GAAP (unaudited) financial measures (dollars in thousands unless otherwise noted, except per share amounts):
Non-GAAP Operating Income and Margin Reconciliations
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Operating income (loss) | $ | 38,816 | $ | 2,238 | $ | 83,710 | $ | (10,206 | ) | |||||||
| Houghton combination, integration and other acquisition-related expenses (a) | 6,784 | 8,253 | 13,014 | 16,529 | ||||||||||||
| Restructuring and related charges | 298 | 486 | 1,473 | 2,202 | ||||||||||||
| Fair value step up of acquired inventory sold | — | 226 | 801 | 226 | ||||||||||||
| CEO transition costs | 308 | — | 812 | — | ||||||||||||
| Inactive subsidiary’s non-operating litigation costs | 242 | — | 293 | — | ||||||||||||
| Customer bankruptcy costs | — | — | — | 463 | ||||||||||||
| Indefinite-lived intangible asset impairment | — | — | — | 38,000 | ||||||||||||
| Non-GAAP operating income | $ | 46,448 | $ | 11,203 | $ | 100,103 | $ | 47,214 | ||||||||
| Non-GAAP operating margin (%) | 10.7 | % | 3.9 | % | 11.6 | % | 7.1 | % | ||||||||
EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Non-GAAP Net Income Reconciliations
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Net income (loss) attributable to Quaker Chemical Corporation | $ | 33,570 | $ | (7,735 | ) | $ | 72,185 | $ | (36,116 | ) | ||||||
| Depreciation and amortization (a)(b) | 22,344 | 21,158 | 44,792 | 42,742 | ||||||||||||
| Interest expense, net | 5,618 | 6,811 | 11,088 | 15,272 | ||||||||||||
| Taxes on income (loss) before equity in net income of associated companies (c) | 15,218 | 3,222 | 25,907 | (9,848 | ) | |||||||||||
| EBITDA | $ | 76,750 | $ | 23,456 | $ | 153,972 | $ | 12,050 | ||||||||
| Equity income in a captive insurance company | (883 | ) | (482 | ) | (3,963 | ) | (155 | ) | ||||||||
| Houghton combination, integration and other acquisition-related expenses (a) | 6,658 | 7,963 | 7,085 | 15,766 | ||||||||||||
| Restructuring and related charges | 298 | 486 | 1,473 | 2,202 | ||||||||||||
| Fair value step up of acquired inventory sold | — | 226 | 801 | 226 | ||||||||||||
| CEO transition costs | 308 | — | 812 | — | ||||||||||||
| Inactive subsidiary’s non-operating litigation costs | 242 | — | 293 | — | ||||||||||||
| Customer bankruptcy costs | — | — | — | 463 | ||||||||||||
| Indefinite-lived intangible asset impairment | — | — | — | 38,000 | ||||||||||||
| Pension and postretirement benefit costs, non-service components | (129 | ) | 341 | (253 | ) | 23,866 | ||||||||||
| Brazilian non-income tax credits | (13,293 | ) | — | (13,293 | ) | — | ||||||||||
| Currency conversion impacts of hyper-inflationary economies | 106 | 73 | 278 | 124 | ||||||||||||
| Adjusted EBITDA | $ | 70,057 | $ | 32,063 | $ | 147,205 | $ | 92,542 | ||||||||
| Adjusted EBITDA margin (%) | 16.1 | % | 11.2 | % | 17.0 | % | 13.9 | % | ||||||||
| Adjusted EBITDA | $ | 70,057 | $ | 32,063 | $ | 147,205 | $ | 92,542 | ||||||||
| Less: Depreciation and amortization - adjusted (a)(b) | 22,218 | 20,869 | 44,251 | 41,980 | ||||||||||||
| Less: Interest expense, net | 5,618 | 6,811 | 11,088 | 15,272 | ||||||||||||
| Less: Taxes on income before equity in net income of associated companies – adjusted (c) | 9,773 | 673 | 21,512 | 7,136 | ||||||||||||
| Non-GAAP net income | $ | 32,448 | $ | 3,710 | $ | 70,354 | $ | 28,154 | ||||||||
Non-GAAP Earnings per Diluted Share Reconciliations
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| GAAP earnings (loss) per diluted share attributable to Quaker Chemical Corporation common shareholders | $ | 1.88 | $ | (0.43 | ) | $ | 4.03 | $ | (2.03 | ) | ||||||
| Equity income in a captive insurance company per diluted share | (0.05 | ) | (0.03 | ) | (0.22 | ) | (0.01 | ) | ||||||||
| Houghton combination, integration and other acquisition-related expenses per diluted share (a) | 0.28 | 0.37 | 0.32 | 0.73 | ||||||||||||
| Restructuring and related charges per diluted share | 0.02 | 0.02 | 0.07 | 0.09 | ||||||||||||
| Fair value step up of acquired inventory sold per diluted share | — | 0.01 | 0.03 | 0.01 | ||||||||||||
| CEO transition costs per diluted share | 0.02 | — | 0.04 | — | ||||||||||||
| Inactive subsidiary’s non-operating litigation costs per diluted share | 0.01 | — | 0.01 | — | ||||||||||||
| Customer bankruptcy costs per diluted share | — | — | — | 0.02 | ||||||||||||
| Indefinite-lived intangible asset impairment per diluted share | — | — | — | 1.65 | ||||||||||||
| Pension and postretirement benefit costs, non-service components per diluted share | (0.01 | ) | 0.01 | (0.01 | ) | 0.89 | ||||||||||
| Brazilian non-income tax credits per diluted share | (0.44 | ) | — | (0.44 | ) | — | ||||||||||
| Currency conversion impacts of hyper-inflationary economies per diluted share | 0.01 | 0.01 | 0.02 | 0.01 | ||||||||||||
| Impact of certain discrete tax items per diluted share | 0.10 | 0.25 | 0.08 | 0.23 | ||||||||||||
| Non-GAAP earnings per diluted share | $ | 1.82 | $ | 0.21 | $ | 3.93 | $ | 1.59 | ||||||||
| (a) | The Company recorded $0.1 million and $0.5 million of accelerated depreciation expense related to the Combination during the three and six months ended June 30, 2021, respectively, compared to $0.3 million and $0.8 million during the three and six months ended June 30, 2020, respectively. In the three and six months ended June 30, 2021 all $0.1 million and $0.5 million, respectively, was recorded in cost of goods sold (“COGS”), while in the three and six months ended June 30, 2020, $0.3 million and $0.7 million, respectively, was recorded in COGS, and less than $0.1 million and $0.1 million, respectively, was recorded in Combination, integration and other acquisition-related expenses. The amounts recorded within COGS are included in the caption Houghton combination, integration and other acquisition-related expenses in the reconciliation of Operating income (loss) to Non-GAAP operating income and GAAP earnings (loss) per diluted share attributable to Quaker Chemical Corporation common shareholders to Non-GAAP earnings per diluted share. In addition, the total amounts are included within the caption Depreciation and amortization in the reconciliation of Net income (loss) attributable to Quaker Chemical Corporation to Adjusted EBITDA; however, they are excluded in the reconciliation of Adjusted EBITDA to Non-GAAP net income. In addition, during the six months ended June 30, 2021, the Company recognized a gain of $5.4 million associated with the sale of certain held-for-sale real property assets which was the result of the Company’s manufacturing footprint integration plans. This gain was recorded within Other income (expense), net and therefore is included in the caption Houghton combination, integration and other acquisition-related expenses in the reconciliation of Net income (loss) attributable to Quaker Chemical Corporation to Adjusted EBITDA and GAAP earnings (loss) per diluted share attributable to Quaker Chemical Corporation common shareholders to Non-GAAP earnings per diluted share, however it is excluded in the reconciliation of Operating income (loss) to Non-GAAP operating income. |
| (b) | Depreciation and amortization for the three and six months ended June 30, 2021 includes $0.3 million and $0.6 million, respectively, and for the three and six months ended June 30, 2020 included $0.3 million and $0.7 million, respectively, of amortization expense recorded within equity in net income of associated companies in the Statement of Operations, 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 income before equity in net income of associated companies – adjusted includes the Company’s tax expense adjusted for the impact of any current and deferred income tax expense (benefit), as applicable, of the reconciling items presented in the reconciliation of Net income (loss) attributable to Quaker Chemical Corporation to adjusted EBITDA, above, determined utilizing the applicable rates in the taxing jurisdictions in which these adjustments occurred, subject to deductibility. This caption also includes the impact of certain specific tax charges and benefits in the three and six months ended June 30, 2021 and 2020, which the Company does not consider core or indicative of future performance. |
Segment Measures and Reconciliations
The Company’s operating segments, which are consistent with its reportable segments, reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the chief operating decision maker assesses the Company’s performance. The Company has four reportable segments: (i) Americas; (ii) EMEA; (iii) Asia/Pacific; and (iv) Global Specialty Businesses. The three geographic segments are composed of the net sales and operations in each respective region, excluding net sales and operations managed globally by the Global Specialty Businesses segment, which includes the Company’s container, metal finishing, mining, offshore, specialty coatings, specialty grease and Norman Hay businesses. Segment operating earnings for each of the Company’s reportable segments are comprised of the segment’s net sales less directly related COGS and SG&A. Operating expenses not directly attributable to the net sales of each respective segment, such as certain corporate and administrative costs, Combination, integration and other acquisition-related expenses, and Restructuring and related charges, are not included in segment operating earnings. Other items not specifically identified with the Company’s reportable segments include interest expense, net and other income (expense), net.
The following tables reconcile the Company’s reportable operating segments performance to that of the Company’s (dollars in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| Net Sales | 2021 | 2020 | 2021 | 2020 | ||||||||||||
| Americas | $ | 139,673 | $ | 80,576 | $ | 274,544 | $ | 210,472 | ||||||||
| EMEA | 123,436 | 77,702 | 243,250 | 182,541 | ||||||||||||
| Asia/Pacific | 91,559 | 68,421 | 188,265 | 141,973 | ||||||||||||
| Global Specialty Businesses | 80,594 | 59,341 | 158,986 | 129,615 | ||||||||||||
| Total net sales | $ | 435,262 | $ | 286,040 | $ | 865,045 | $ | 664,601 | ||||||||
| Segment operating earnings | ||||||||||||||||
| Americas | $ | 33,648 | $ | 10,303 | $ | 65,882 | $ | 39,491 | ||||||||
| EMEA | 23,405 | 10,471 | 48,649 | 28,830 | ||||||||||||
| Asia/Pacific | 23,227 | 19,261 | 50,705 | 38,802 | ||||||||||||
| Global Specialty Businesses | 24,209 | 16,393 | 48,378 | 36,953 | ||||||||||||
| Total segment operating earnings | 104,489 | 56,428 | 213,614 | 144,076 | ||||||||||||
| Combination, integration and other acquisition-related expenses | (6,658 | ) | (7,995 | ) | (12,473 | ) | (15,873 | ) | ||||||||
| Restructuring and related charges | (298 | ) | (486 | ) | (1,473 | ) | (2,202 | ) | ||||||||
| Fair value step up of acquired inventory sold | — | (226 | ) | (801 | ) | (226 | ) | |||||||||
| Indefinite-lived intangible asset impairment | — | — | — | (38,000 | ) | |||||||||||
| Non-operating and administrative expenses | (43,077 | ) | (32,045 | ) | (84,069 | ) | (70,496 | ) | ||||||||
| Depreciation of corporate assets and amortization | (15,640 | ) | (13,438 | ) | (31,088 | ) | (27,485 | ) | ||||||||
| Operating income (loss) | 38,816 | 2,238 | 83,710 | (10,206 | ) | |||||||||||
| Other income (expense), net | 14,010 | (993 | ) | 18,697 | (22,168 | ) | ||||||||||
| Interest expense, net | (5,618 | ) | (6,811 | ) | (11,088 | ) | (15,272 | ) | ||||||||
| Income (loss) before taxes and equity in net income of associated companies | $ | 47,208 | $ | (5,566 | ) | $ | 91,319 | $ | (47,646 | ) | ||||||
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the fact that they do not relate strictly to historical or current facts. We have based these forward-looking statements, including statements regarding the potential effects of the COVID-19 pandemic on the Company’s business, results of operations, and financial condition, our expectations that we will maintain sufficient liquidity and remain in compliance with the terms of the Company’s credit facility, statements regarding remediation of our material weaknesses in internal control over financial reporting, 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 any projected global economic rebound or anticipated positive results due to Company actions taken in response to the pandemic, and our current and future results and plans and statements that include the words "may," "could," "should," "would," "believe," "expect," "anticipate," "estimate," "intend," "plan" or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in such statements. A major risk is that demand for the Company's products and services is largely derived from the demand for its customers' products, which subjects the Company to uncertainties related to downturns in a customer's business and unanticipated customer production slowdowns and shutdowns, including as is currently being experienced by many automotive industry companies. Other major risks and uncertainties include, but are not limited to, the primary and secondary impacts of the COVID-19 pandemic, including actions taken in response to the pandemic by various governments, which could exacerbate some or all of the other risks and uncertainties faced by the Company, including the potential for significant increases in raw material costs, supply chain disruptions, customer financial instability, worldwide economic and political disruptions, foreign currency fluctuations, significant changes in applicable tax rates and regulations, future terrorist attacks and other acts of violence. Furthermore, the Company is subject to the same business cycles as those experienced by our customers in the steel, automobile, aircraft, industrial equipment, and durable goods industries. The ultimate impact of COVID-19 on our business will depend on, among other things, the extent and duration of the pandemic, the severity of the disease and the number of people infected with the virus including as new variants emerge, the continued uncertainty regarding global availability, administration, acceptance and long-term efficacy of vaccines, or other treatments, for COVID-19 or its variants, the longer-term effects on the economy by the pandemic, including the resulting market volatility, and by the measures taken by governmental authorities and other third parties restricting day-to-day life and business operations and the length of time that such measures remain in place, as well as laws and other governmental programs implemented to address the pandemic or assist impacted businesses, such as fiscal stimulus and other legislation designed to deliver monetary aid and other relief. Other factors could also adversely affect us, including those related to the Combination and other acquisitions and the integration of acquired businesses. Our forward-looking statements are subject to risks, uncertainties and assumptions about the Company and its operations that are subject to change based on various important factors, some of which are beyond our control. These risks, uncertainties, and possible inaccurate assumptions relevant to our business could cause our actual results to differ materially from expected and historical results. All forward-looking statements included in this press release, including expectations about the improvements in business conditions during 2021 and future periods, are based upon information available to the Company as of the date of this press release, which may change. Therefore, we caution you not to place undue reliance on our forward-looking statements. For more information regarding these risks and uncertainties as well as certain additional risks that we face, refer to the Risk Factors section, which appears in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020, 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 second quarter performance is scheduled for August 4, 2021 at 7:30 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, can, mining, and metalworking companies. Our high-performing, innovative and sustainable solutions are backed by best-in-class technology, deep process knowledge and customized services. With approximately 4,200 employees, including chemists, engineers and industry experts, we partner with our customers to improve their operations so they can run even more efficiently, even more effectively, whatever comes next. Quaker Houghton is headquartered in Conshohocken, Pennsylvania, located near Philadelphia in the United States. Visit quakerhoughton.com to learn more.
Quaker Chemical Corporation
Condensed Consolidated Statements of Operations
(Dollars in thousands, except share and per share amounts)
| (Unaudited) | ||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Net sales | $ | 435,262 | $ | 286,040 | $ | 865,045 | $ | 664,601 | ||||||||
| Cost of goods sold | 280,811 | 188,654 | 554,400 | 433,364 | ||||||||||||
| Gross profit | 154,451 | 97,386 | 310,645 | 231,237 | ||||||||||||
| % | 35.5 | % | 34.0 | % | 35.9 | % | 34.8 | % | ||||||||
| Selling, general and administrative expenses | 108,679 | 86,667 | 212,989 | 185,368 | ||||||||||||
| Indefinite-lived intangible asset impairment | - | - | - | 38,000 | ||||||||||||
| Restructuring and related charges | 298 | 486 | 1,473 | 2,202 | ||||||||||||
| Combination, integration and other acquisition-related expenses | 6,658 | 7,995 | 12,473 | 15,873 | ||||||||||||
| Operating income (loss) | 38,816 | 2,238 | 83,710 | (10,206 | ) | |||||||||||
| % | 8.9 | % | 0.8 | % | 9.7 | % | -1.5 | % | ||||||||
| Other income (expense), net | 14,010 | (993 | ) | 18,697 | (22,168 | ) | ||||||||||
| Interest expense, net | (5,618 | ) | (6,811 | ) | (11,088 | ) | (15,272 | ) | ||||||||
| Income (loss) before taxes and equity in net income of associated companies | 47,208 | (5,566 | ) | 91,319 | (47,646 | ) | ||||||||||
| Taxes on income (loss) before equity in net income of associated companies | 15,218 | 3,222 | 25,907 | (9,848 | ) | |||||||||||
| Income (loss) before equity in net income of associated companies | 31,990 | (8,788 | ) | 65,412 | (37,798 | ) | ||||||||||
| Equity in net income of associated companies | 1,610 | 1,066 | 6,820 | 1,732 | ||||||||||||
| Net income (loss) | 33,600 | (7,722 | ) | 72,232 | (36,066 | ) | ||||||||||
| Less: Net income attributable to noncontrolling interest | 30 | 13 | 47 | 50 | ||||||||||||
| Net income (loss) attributable to Quaker Chemical Corporation | $ | 33,570 | $ | (7,735 | ) | $ | 72,185 | $ | (36,116 | ) | ||||||
| % | 7.7 | % | -2.7 | % | 8.3 | % | -5.4 | % | ||||||||
| Share and per share data: | ||||||||||||||||
| Basic weighted average common shares outstanding | 17,802,366 | 17,697,496 | 17,793,915 | 17,685,010 | ||||||||||||
| Diluted weighted average common shares outstanding | 17,849,521 | 17,697,496 | 17,846,010 | 17,685,010 | ||||||||||||
| Net income (loss) attributable to Quaker Chemical Corporation common shareholders - basic | $ | 1.88 | $ | (0.43 | ) | $ | 4.04 | $ | (2.03 | ) | ||||||
| Net income (loss) attributable to Quaker Chemical Corporation common shareholders - diluted | $ | 1.88 | $ | (0.43 | ) | $ | 4.03 | $ | (2.03 | ) | ||||||
Quaker Chemical Corporation
Condensed Consolidated Balance Sheets
(Dollars in thousands, except par value and share amounts)
| (Unaudited) | ||||||||
| June 30, 2021 | December 31, 2020 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 145,610 | $ | 181,833 | ||||
| Accounts receivable, net | 418,642 | 372,974 | ||||||
| Inventories, net | 242,809 | 187,764 | ||||||
| Prepaid expenses and other current assets | 60,844 | 50,156 | ||||||
| Total current assets | 867,905 | 792,727 | ||||||
| Property, plant and equipment, net | 194,441 | 203,883 | ||||||
| Right of use lease assets | 36,160 | 38,507 | ||||||
| Goodwill | 633,449 | 631,212 | ||||||
| Other intangible assets, net | 1,068,795 | 1,081,358 | ||||||
| Investments in associated companies | 98,013 | 95,785 | ||||||
| Deferred tax assets | 13,392 | 16,566 | ||||||
| Other non-current assets | 32,664 | 31,796 | ||||||
| Total assets | $ | 2,944,819 | $ | 2,891,834 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities | ||||||||
| Short-term borrowings and current portion of long-term debt | $ | 48,079 | $ | 38,967 | ||||
| Accounts and other payables | 219,617 | 198,872 | ||||||
| Accrued compensation | 33,399 | 43,300 | ||||||
| Accrued restructuring | 5,278 | 8,248 | ||||||
| Other current liabilities | 94,061 | 93,573 | ||||||
| Total current liabilities | 400,434 | 382,960 | ||||||
| Long-term debt | 847,154 | 849,068 | ||||||
| Long-term lease liabilities | 25,668 | 27,070 | ||||||
| Deferred tax liabilities | 181,264 | 192,763 | ||||||
| Other non-current liabilities | 114,898 | 119,059 | ||||||
| Total liabilities | 1,569,418 | 1,570,920 | ||||||
| Equity | ||||||||
| Common stock, $1 par value; authorized 30,000,000 shares; issued and outstanding 2021 - 17,878,137 shares; 2020 - 17,850,616 shares | 17,878 | 17,851 | ||||||
| Capital in excess of par value | 910,862 | 905,171 | ||||||
| Retained earnings | 482,001 | 423,940 | ||||||
| Accumulated other comprehensive loss | (35,943 | ) | (26,598 | ) | ||||
| Total Quaker shareholders' equity | 1,374,798 | 1,320,364 | ||||||
| Noncontrolling interest | 603 | 550 | ||||||
| Total equity | 1,375,401 | 1,320,914 | ||||||
| Total liabilities and equity | $ | 2,944,819 | $ | 2,891,834 |
| |||
Quaker Chemical Corporation
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
| (Unaudited) | ||||||||
| Six Months Ended June 30, | ||||||||
| 2021 | 2020 | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | 72,232 | $ | (36,066 | ) | |||
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||||||||
| Amortization of debt issuance costs | 2,375 | 2,375 | ||||||
| Depreciation and amortization | 44,188 | 42,079 | ||||||
| Equity in undistributed earnings of associated companies, net of dividends | (6,715 | ) | 3,219 | |||||
| Acquisition-related fair value adjustments related to inventory | 801 | 229 | ||||||
| Deferred compensation, deferred taxes and other, net | (13,849 | ) | (22,033 | ) | ||||
| Share-based compensation | 6,134 | 7,673 | ||||||
| (Gain) loss on disposal of property, plant, equipment and other assets | (5,356 | ) | 81 | |||||
| Insurance settlement realized | - | (542 | ) | |||||
| Indefinite-lived intangible asset impairment | - | 38,000 | ||||||
| Combination and other acquisition-related expenses, net of payments | (2,305 | ) | 1,860 | |||||
| Restructuring and related charges | 1,473 | 2,202 | ||||||
| Pension and other postretirement benefits | (2,223 | ) | 18,784 | |||||
| (Decrease) increase in cash from changes in current assets and current liabilities, net of acquisitions: | ||||||||
| Accounts receivable | (47,252 | ) | 61,659 | |||||
| Inventories | (57,020 | ) | (3,689 | ) | ||||
| Prepaid expenses and other current assets | (20,111 | ) | (2,849 | ) | ||||
| Change in restructuring liabilities | (4,214 | ) | (9,592 | ) | ||||
| Accounts payable and accrued liabilities | 22,274 | (58,728 | ) | |||||
| Net cash (used in) provided by operating activities | (9,568 | ) | 44,662 | |||||
| Cash flows from investing activities | ||||||||
| Investments in property, plant and equipment | (6,974 | ) | (7,534 | ) | ||||
| Payments related to acquisitions, net of cash acquired | (29,424 | ) | (3,132 | ) | ||||
| Proceeds from disposition of assets | 14,744 | 11 | ||||||
| Insurance settlement interest earned | - | 37 | ||||||
| Net cash used in investing activities | (21,654 | ) | (10,618 | ) | ||||
| Cash flows from financing activities | ||||||||
| Payments of term loan debt | (19,065 | ) | (18,702 | ) | ||||
| Borrowings on revolving credit facilities, net | 29,433 | 205,500 | ||||||
| Repayments on other debt, net | (219 | ) | (684 | ) | ||||
| Dividends paid | (14,113 | ) | (13,662 | ) | ||||
| Stock options exercised, other | (416 | ) | (1,923 | ) | ||||
| Purchase of noncontrolling interest in affiliates | - | (1,047 | ) | |||||
| Distributions to noncontrolling affiliate shareholders | - | (751 | ) | |||||
| Net cash (used in) provided by financing activities | (4,380 | ) | 168,731 | |||||
| Effect of foreign exchange rate changes on cash | (683 | ) | (4,575 | ) | ||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | (36,285 | ) | 198,200 | |||||
| Cash, cash equivalents and restricted cash at the beginning of the period | 181,895 | 143,555 | ||||||
| Cash, cash equivalents and restricted cash at the end of the period | $ | 145,610 | $ | 341,755 | ||||
Exhibit 99.2
Quaker Houghton Second Quarter 2021 Results Investor Conference Call
Regulation G The attached charts include Company information that does not conform to generally accepted accounting principles (“GAAP”). Man agement believes that an analysis of this data is meaningful to investors because it provides insight with respect to ongoing operating results of the Company and allows investors to better evaluate the financial results of the Company. These measures should not be viewed as an alternative to GAAP measures of performance. Furthermore, these measures may not be consistent with similar measures provide d b y other companies. This data should be read in conjunction with the second quarter earnings news release, dated August 3, 2021, which has been furnished to the Securities and Exchange Commissio n ( “SEC”) on Form 8 - K. Forward - Looking Statements This presentation contains "forward - looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amen ded, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the fact that they do not relate strictly to historical or current facts. We have base d t hese forward - looking statements, including statements regarding the potential effects of the COVID - 19 pandemic on the Company’s business, results of operations, and financial condition, our expectations tha t we will maintain sufficient liquidity and remain in compliance with the terms of the Company’s credit facility, statements regarding remediation of our material weaknesses in internal control over financ ial reporting, expectations of 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 perform anc e, and business, including but not limited to the potential benefits of the Combination and other acquisitions, the impacts on our business as a result of the COVID - 19 pandemic and any projected global economic rebou nd or anticipated positive results due to Company actions taken in response to the pandemic, and our current and future results and plans and statements that include the words "may," "could," "sh ould," "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 re sults 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 sub jec ts 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 a uto motive industry companies. Other major risks and uncertainties include, but are not limited to, the primary and secondary impacts of the COVID - 19 pandemic, including actions taken in response to the p andemic by various governments, which could exacerbate some or all of the other risks and uncertainties faced by the Company, including the potential for significant increases in raw material costs, sup ply chain disruptions, customer financial instability, worldwide economic and political disruptions, foreign currency fluctuations, significant changes in applicable tax rates and regulations, future ter ror ist 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 dura ble goods industries. The ultimate impact of COVID - 19 on our business will depend on, among other things, the extent and duration of the pandemic, the severity of the disease and the number of people inf ected with the virus including as new variants emerge, the continued uncertainty regarding global availability, administration, acceptance and long - term efficacy of vaccines, or other treatments fo r COVID - 19 or its variants, the longer - term effects on the economy by the pandemic, including the resulting market volatility, and by the measures taken by governmental authorities and other third pa rti es restricting day - to - day life and business operations and the length of time that such measures remain in place, as well as laws and other governmental programs implemented to address the pandemic or assist imp acted businesses, such as fiscal stimulus and other legislation designed to deliver monetary aid and other relief. Other factors could also adversely affect us, including those related to the Combi nat ion and other acquisitions and the integration of acquired businesses. Our forward - looking statements are subject to risks, uncertainties and assumptions about the Company and its operations that are sub ject 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 re sults to differ materially from expected and historical results. All forward - looking statements included in this presentation, including expectations about the improvements in business conditions during 2021 an d f uture 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 state ments. 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 Fo rm 10 - K for the year ended December 31, 2020, 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 t o, 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. ©2020 Quaker Houghton. All Rights Reserved 2 Risks and Uncertainties Statement
Michael F. Barry Chairman of the Board, Chief Executive Officer & President Shane W. Hostetter Senior Vice President, Chief Financial Officer Robert T. Traub Senior Vice President, General Counsel & Corporate Secretary David A. Will Vice President and Global Controller ©2020 Quaker Houghton. All Rights Reserved 3 Speakers
©2020 Quaker Houghton. All Rights Reserved 4 • Record net sales of $435.3 million increased 52% compared to the second quarter of 2020 and up 1% sequentially compared to the first quarter of 2021 • Gross margin of 35.5% improved from the second quarter of 2020 but as expected declined sequentially compared to the first quarter of 2021 • Reported net income of $33.6 million and earnings per diluted share of $1.88 and non - GAAP net income of $32.4 million and non - GAAP earnings per diluted share of $1.82 • Adjusted EBITDA of $70.1 million increased 118% compared to the second quarter of 2020 • Record trailing twelve month adjusted EBITDA of $277 million drives a reduction in net debt to trailing twelve months adjusted EBITDA of 2.7 to 1 Second Quarter 2021 Headlines
©2020 Quaker Houghton. All Rights Reserved 5 Chairman Comments Second Quarter of 2021 • Strong second quarter of 2021 despite unprecedented increases in raw material costs and supply chain issues • Demand continues to be the major contributor to earnings performance as sales volumes increased 4% from fourth quarter of 202 0 largely due to continued market share gains and end market strength; sequentially volume decreased 3% due to unusually strong volumes in the first quarter due to customer replenishment in their supply chains • Gross margins continue to be negatively impacted by increases in raw material costs and the continued timing lag with impleme nti ng higher selling prices which caused a 1% decline in gross margins sequentially • Adjusted EBITDA of $70.1 million increased 118% from Q2’20 as the significant increase in net sales as well as higher realize d c ost synergies offset the continued escalation of raw material costs 2021 Outlook • Customer demand and sales volumes expected to remain strong in the second half of the year but also anticipate some headwinds due to the semi - conductor shortage as well as typical seasonality trends • Continued headwinds from higher raw material costs are expected to level off by the fourth quarter, and, coupled with additio nal selling price increases, should allow our product margins to return to our targeted levels by the end of the year; Gross margins for th e third quarter expected to be at or somewhat below second quarter levels before increasing in the fourth quarter • Previous guidance still an appropriate floor for 2021 full year adjusted EBITDA “We continue to believe 2021 will be a very good year for us as we take a step change in our profitability, complete our inte gra tion cost synergies, continue to take share in the marketplace, achieve positive impacts from our recent acquisitions, and get to our t arg eted leverage ratio” - Michael F. Barry, Chairman, CEO and President
©2020 Quaker Houghton. All Rights Reserved 6 Financial Highlights Second quarter of 2021 • Record net sales of $435.3 million increased 52% primarily due to higher volumes of 40%, which included additional net sales from acquisitions of 5%, the positive impact from foreign currency translation of 8% and increases in selling price and product mix, net of approximately 4% • Gross profit increased $57.1 million or 59% compared to Q2’20 due to an increase in net sales; gross margin was 35.5% in Q2’2 1 compared to 34.0% in Q2’20 • Despite the unprecedented raw material costs increases in 2021, Q2’21 gross margin increased due to realized cost synergies a nd the impact of higher volumes on fixed manufacturing costs • SG&A increased $22.0 million primarily due to the impact of sales increases on direct selling costs, additional SG&A from acquisitions, foreign currency translation and higher labor - related costs including incentive compensation on improved operating performance • Non - operating items include other income of $13.3 million related to certain Brazilian non - income tax credits • Effective tax rates of 32.2% and 57.9% in Q2’21 and Q2’20, respectively, include various one - time items; without these items effective tax rates would have been ~24% and ~18% for Q2’21 and Q2’20, respectively • Adjusted EBITDA increased 118% to $70.1 million compared to $32.1 million in Q2’20 primarily due to the significant increase in net sales and higher realized cost synergies from the Combination, partially offset by the higher raw material costs in Q2’21 • Operating cash flow of $3.0 million compared to Q2’20 of $24.5 million driven by a significant change in working capital as the strong net sales and volumes resulted in a large increase in accounts receivable coupled with an increase in inventory due to rising raw ma terial costs as well as restocking of inventory levels
©2020 Quaker Houghton. All Rights Reserved 7 Financial Snapshot (dollars in millions, unless otherwise noted) (1) Certain amounts may not calculate due to rounding Q2 2021 Q2 2020 Q1 2021 YTD 2021 YTD 2020 GAAP Net Sales $ 435.3 $ 286.0 $ 149.2 52% $ 429.8 $ 5.5 1% $ 865.0 $ 664.6 $ 200.4 30% Gross Profit 154.5 97.4 57.1 59% 156.2 (1.7) -1% 310.6 231.2 79.4 34% Gross Margin (%) 35.5% 34.0% 1.4% 4% 36.3% -0.9% -2% 35.9% 34.8% 1.1% 3% Operating Income (Loss) 38.8 2.2 36.6 1634% 44.9 (6.1) -14% 83.7 (10.2) 93.9 -920% Net Income (Loss) 33.6 (7.7) 41.3 -534% 38.6 (5.0) -13% 72.2 (36.1) 108.3 -300% Earnings (Loss) Per Diluted Share 1.88 (0.43) 2.31 -537% 2.15 (0.27) -13% 4.03 (2.03) 6.06 -299% Non-GAAP Non-GAAP Operating Income $ 46.4 $ 11.2 $ 35.2 314% $ 53.7 $ (7.3) -14% $ 100.1 $ 47.2 $ 52.9 112% Non-GAAP Operating Margin (%) 10.7% 3.9% 6.7% 172% 12.5% -1.8% -15% 11.6% 7.1% 4.5% 63% Adjusted EBITDA 70.1 32.1 38.0 118% 77.1 (7.1) -9% 147.2 92.5 54.7 59% Adjusted EBITDA Margin (%) 16.1% 11.2% 4.9% 44% 18.0% -1.9% -10% 17.0% 13.9% 3.1% 22% Non-GAAP Earnings Per Diluted Share 1.82 0.21 1.61 767% 2.11 (0.29) -14% 3.93 1.59 2.34 147% Variance (1) Variance (1)Variance (1)
Q2’21 volumes up 41% compared to Q2’20 due to COVID - 19 Total Company Volume Trend (k ilograms in thousands ) 8 ©2020 Quaker Houghton. All Rights Reserved 60,000 80,000 100,000 120,000 140,000 Q1 '20 Q2 '20 Q3 '20 Q4 '20 Q1 '21 Q2 '21
©2020 Quaker Houghton. All Rights Reserved 9 Pro Forma Adjusted EBITDA (dollars in millions) $215 $221 $236 $234 $222 $277 $200 $220 $240 $260 $280 $300 2016 2017 2018 2019 2020 (1) TTM Q2 2021 (1) Record TTM adjusted EBITDA driven by continued COVID - 19 recovery and strong 1H’21 performance (1) Results presented above for 2020 and 2021 are the actual results for Quaker Houghton, all other years are pro forma results $32 $70 $10 $26 $42 $58 $74 $90 Q2 2020 (1) Q2 2021 (1)
Leverage Reported 3.5 3.4 3.7 3.4 3.2 3.1 2.7 Bank 2.9 2.8 3.1 2.9 2.8 2.8 2.5 • Total gross outstanding borrowings of $904.8 million and cash on hand of $145.6 million result in net debt of $759.2 million compared to $717.3 million as of December 31, 2020 • Net debt to TTM adjusted EBITDA of 2.7x as of June 30, 2021, compared to 3.2x as of December 31, 2020; step change driven by the falloff of Q2’20 adjusted EBITDA from the TTM period (COVID - 19 largest negative impact) • Expect to remain in compliance with all bank covenants including net debt to adjusted EBITDA covenant (2.5x as of June 30, 2021, compared to a maximum permitted leverage of 4.0x) • Credit Facility cost of debt ~1.6% in Q2’21 and ~1.6% as of June 30, 2021 (~1.9% w/ interest rate swap) • Net operating cash inflow of $3.0 million in Q2’21 and year - to - date 2021 operating cash outflow of $9.6 million; strong current year earnings are being offset by significant changes in working capital; strong net sales and volumes resulted in a large increase in accounts receivable coupled with an increase in inventory due to rising raw material costs as well as inventory builds to address the tight supply chain market Leverage and Liquidity Update 10 ©2020 Quaker Houghton. All Rights Reserved
Appendix Actual and Non - GAAP Results
The information included in this presentation includes non - GAAP (unaudited) financial information that includes EBITDA, adjusted EBITDA, adjusted EBITDA margin, non - GAAP operating income, non - GAAP operating margin, non - GAAP net income, non - GAAP earnings per diluted share, and pro forma net sales, net income (loss) attributable to Qua ker Houghton, EBITDA, adjusted EBITDA, and adjusted EBITDA margin. The Company believes these non - GAAP financial measures provide meaningful supplemental information as they enhance a reader’s unders tanding of the financial performance of the Company, are indicative of future operating performance of the Company, and facilitate a comparison among fiscal periods, as the non - GAAP financial measures exclu de items that are not indicative of future operating performance or not considered core to the Company’s operations. Non - GAAP results and pro forma information are presented for supplemental informational purposes o nly and should not be considered a substitute for the financial information presented in accordance with GAAP. The Company presents EBITDA which is calculated as net income (loss) attributable to the Company before depreciation and amor tiz ation, interest expense, net, and taxes on income (loss) before equity in net income of associated companies. The Company also presents adjusted EBITDA which is calculated as EBITDA plus or minus certain items th at are not indicative of future operating performance or not considered core to the Company’s operations. In addition, the Company presents non - GAAP operating income which is calculated as operating income (loss ) plus or minus certain items that are not indicative of future operating performance or not considered core to the Company’s operations. Adjusted EBITDA margin and non - GAAP operating margin are calculated as the percentage of adjusted EBITDA and non - GAAP operating income to consolidated net sales, respectively. The Company believes these non - GAAP measures provide transparent and useful information and are widely used by analysts, investors, and competitors in our industry as well as by management in assessing the operating performance of the Company on a consistent basis. Additionally, the Company presents non - GAAP net income and non - GAAP earnings per diluted share as additional performance measure s. Non - GAAP net income is calculated as adjusted EBITDA, defined above, less depreciation and amortization, interest expense, net, and taxes on income before equity in net income of associated companies , i n each case adjusted, as applicable, for any depreciation, amortization, interest or tax impacts resulting from the non - core items identified in the reconciliation of net income attributable to the Company to adjusted EBITDA. Non - GAAP earnings per diluted share is calculated as non - GAAP net income per diluted share as accounted for under the “two - class share method.” The Company believes that non - GAAP net income and non - GAAP e arnings per diluted share provide transparent and useful information and are widely used by analysts, investors, and competitors in our industry as well as by management in assessing the operating perfo rma nce of the Company on a consistent basis. In addition, the Company has provided certain unaudited pro forma financial information in this presentation. The unaudited pro forma financial information is based on the historical consolidated financial statements and results of both Quaker and Houghton and has been prepared to illustrate the effects of the Combination. The unaudited pro fo rma financial information has been presented for informational purposes only and is not necessarily indicative of Quaker Houghton’s past results of operations, nor is it indicative of the future operating results of Quaker Houghton and should not be considered a substitute for the financial information presented in accordance with GAAP. The Company has not provided pro forma financial information as it relates to the acquire d o perating divisions of Norman Hay plc based on materiality. Pro forma results for the year ended December 31, 2019 include five months of Houghton’s operations post - closing of the Combination, while Houghton reflects se ven months of results for the period from January 1, 2019 through July 31, 2019. Pro forma results for the years ended December 31, 2018, 2017 and 2016, respectively, include Quaker’s historical results, while Hou ghton reflects its stand - alone results. As it relates to 2021 projected adjusted EBITDA growth for the Company, including as a result of our recent acquisitions, the Co mpany has not provided guidance for comparable GAAP measures or a quantitative reconciliation of forward - looking non - GAAP financial measures to the most directly comparable U.S. GAAP measure because it is un able to determine with reasonable certainty the ultimate outcome of certain significant items necessary to calculate such measures without unreasonable effort. These items include, but are not limited to, certain no n - recurring or non - core items the Company may record that could materially impact net income, as well as the impact of COVID - 19. These items are uncertain, depend on various factors, and could have a material impa ct on the U.S. GAAP reported results for the guidance period. The following charts should be read in conjunction with the Company’s second quarter earnings news release dated August 3, 20 21, which has been furnished to the Securities and Exchange Commission on Form 8 - K , and once filed with the Securities and Exchange Commission, the Company’s 10 - Q for the period ended June 30, 2021. These docume nts may contain additional explanatory language and information regarding certain of the items included in the following reconciliations. ©2020 Quaker Houghton. All Rights Reserved 12 Non - GAAP and Pro Forma Measures
©2020 Quaker Houghton. All Rights Reserved 13 Non - GAAP Operating Income Reconciliation (dollars in thousands, unless otherwise noted) Q2 2021 Q2 2020 YTD 2021 YTD 2020 Operating income (loss) 38,816$ 2,238$ 83,710$ (10,206)$ Houghton combination, integration and other acquisition-related expenses Restructuring and related charges 298 486 1,473 2,202 Fair value step up of acquired inventory sold - 226 801 226 CEO transition costs 308 - 812 - Inactive subsidiary's non-operating litigation costs 242 - 293 - Customer bankruptcy costs - - - 463 Indefinite-lived intangible asset impairment - - - 38,000 Non-GAAP operating income 46,448$ 11,203$ 100,103$ 47,214$ Non-GAAP operating margin (%) 10.7% 3.9% 11.6% 7.1% 6,784 8,253 13,014 16,529
©2020 Quaker Houghton. All Rights Reserved 14 Adjusted EBITDA & Non - GAAP Net Income Reconciliation (dollars in thousands, unless otherwise noted) Q2 2021 Q2 2020 YTD 2021 YTD 2020 Net income (loss) attributable to Quaker Chemical Corporation 33,570$ (7,735)$ 72,185$ (36,116)$ Depreciation and amortization 22,344 21,158 44,792 42,742 Interest expense, net 5,618 6,811 11,088 15,272 Taxes on income (loss) before equity in net income of associated companies EBITDA 76,750$ 23,456$ 153,972$ 12,050$ Equity income in a captive insurance company (883) (482) (3,963) (155) Houghton combination, integration and other acquisition-related expenses Restructuring and related charges 298 486 1,473 2,202 Fair value step up of acquired inventory sold - 226 801 226 CEO transition costs 308 - 812 - Inactive subsidiary's non-operating litigation costs 242 - 293 - Customer bankruptcy costs - - - 463 Indefinite-lived intangible asset impairment - - - 38,000 Pension and postretirement benefit costs, non-service components (129) 341 (253) 23,866 Brazilian non-income tax credits (13,293) - (13,293) - Currency conversion impacts of hyper-inflationary economies 106 73 278 124 Adjusted EBITDA 70,057$ 32,063$ 147,205$ 92,542$ Adjusted EBITDA Margin (%) 16.1% 11.2% 17.0% 13.9% Adjusted EBITDA 70,057$ 32,063$ 147,205$ 92,542$ Less: Depreciation and amortization - adjusted 22,218 20,869 44,251 41,980 Less: Interest expense, net 5,618 6,811 11,088 15,272 Less: taxes on income before equity in net income of associated companies - adjusted Non-GAAP Net Income 32,448$ 3,710$ 70,354$ 28,154$ 7,136 (9,848) 25,907 3,222 15,218 6,658 7,963 9,773 673 21,512 7,085 15,766
A B C = B - A D E = C + D YTD Q2 2020 Full Year 2020 Last Six Months 2020 YTD Q2 2021 TTM Q2 2021 Net (loss) income attributable to Quaker Chemical Corporation (36,116)$ 39,658$ 75,774$ 72,185$ 147,959$ Depreciation and amortization 42,742 84,494 41,752 44,792 86,544 Interest expense, net 15,272 26,603 11,331 11,088 22,419 Taxes on (loss) income before equity in net income of associated companies EBITDA 12,050$ 145,459$ 133,409$ 153,972$ 287,381$ Equity income in a captive insurance company (155) (1,151) (996) (3,963) (4,959) Houghton combination, integration and other acquisition-related expenses Restructuring and related charges 2,202 5,541 3,339 1,473 4,812 Fair value step up of acquired inventory sold 226 226 - 801 801 CEO transition costs - - - 812 812 Inactive subsidiary's non-operating litigation costs - - - 293 293 Customer bankruptcy costs 463 463 - - - Indefinite-lived intangible asset impairment 38,000 38,000 - - - Pension and postretirement benefit costs, non-service components 23,866 21,592 (2,274) (253) (2,527) Brazilian non-income tax credits - - - (13,293) (13,293) Gain on changes in insurance settlement restrictions of an inactive subsidiary and related insurance insolvency recovery Currency conversion impacts of hyper-inflationary economies 124 450 326 278 604 Adjusted EBITDA 92,542$ 221,974$ 129,432$ 147,205$ 276,637$ - (18,144) (18,144) - (18,144) 13,772 7,085 30,459 20,857 (9,848) (5,296) 15,766 29,538 4,552 25,907 ©2020 Quaker Houghton. All Rights Reserved 15 Adjusted EBITDA Reconciliation Trailing Twelve Months Q2 2021 (dollars in thousands)
©2020 Quaker Houghton. All Rights Reserved 16 Non - GAAP EPS Reconciliation Q2 2021 Q2 2020 YTD 2021 YTD 2020 GAAP earnings (loss) per diluted share attributable to Quaker Chemical Corporation common shareholders Equity income in a captive insurance company per diluted share (0.05) (0.03) (0.22) (0.01) Houghton combination, integration and other acquisition-related expenses per diluted share Restructuring and related charges per diluted share 0.02 0.02 0.07 0.09 Fair value step up of acquired inventory sold per diluted share - 0.01 0.03 0.01 CEO transition costs per diluted share 0.02 - 0.04 - Inactive subsidiary's non-operating litigation costs per diluted share 0.01 - 0.01 - Customer bankruptcy costs per diluted share - - - 0.02 Indefinite-lived intangible asset impairment per diluted share - - - 1.65 Pension and postretirement benefit costs, non-service components per diluted share Brazilian non-income tax credits per diluted share (0.44) - (0.44) - Currency conversion impacts of hyper-inflationary economies per diluted share Impact of certain discrete tax items per diluted share 0.10 0.25 0.08 0.23 Non-GAAP earnings per diluted share 1.82$ 0.21$ 3.93$ 1.59$ 1.88$ 0.28 0.01 (0.01) 0.01 0.01 0.02 (2.03)$ 4.03$ (0.43)$ 0.89 (0.01) 0.01 0.73 0.32 0.37
Q2 2021 Q2 2020 YTD 2021 YTD 2020 Net sales Americas 139,673$ 80,576$ 274,544$ 210,472$ EMEA 123,436 77,702 243,250 182,541 Asia/Pacific 91,559 68,421 188,265 141,973 Global Specialty Businesses 80,594 59,341 158,986 129,615 Total net sales 435,262$ 286,040$ 865,045$ 664,601$ Segment operating earnings Americas 33,648$ 10,303$ 65,882$ 39,491$ EMEA 23,405 10,471 48,649 28,830 Asia/Pacific 23,227 19,261 50,705 38,802 Global Specialty Businesses 24,209 16,393 48,378 36,953 Total segment operating earnings 104,489 56,428 213,614 144,076 Combination, integration and other acquisition-related expenses (6,658) (7,995) (12,473) (15,873) Restructuring and related charges (298) (486) (1,473) (2,202) Fair value step up of acquired inventory sold - (226) (801) (226) Indefinite-lived intangible asset impairment - - - (38,000) Non-operating and administrative expenses (43,077) (32,045) (84,069) (70,496) Depreciation of corporate assets and amortization (15,640) (13,438) (31,088) (27,485) Operating income (loss) 38,816 2,238 83,710 (10,206) Other income (expense), net 14,010 (993) 18,697 (22,168) Interest expense, net (5,618) (6,811) (11,088) (15,272) Income (loss) before taxes and equity in net income of associated companies (47,646)$ 91,319$ (5,566)$ 47,208$ ©2020 Quaker Houghton. All Rights Reserved 17 Segment Performance (dollars in thousands)
Appendix Pro Forma Results
©2020 Quaker Houghton. All Rights Reserved 19 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.
20 ©2020 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.
21 ©2020 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.
22 ©2020 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