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 November 2, 2023, Quaker Chemical Corporation announced its results of operations for the third quarter ended September 30, 2023 in a press release, the text of which is included as Exhibit 99.1 hereto. Supplemental information related to the same period is also included as Exhibit 99.2 hereto.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are included as part of this report:
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| QUAKER CHEMICAL CORPORATION | ||||||||
Date: November 2, 2023 | By: | /s/ SHANE W. HOSTETTER | ||||||
| Shane W. Hostetter | ||||||||
| Executive 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 THIRD QUARTER 2023 RESULTS
•Q3’23 net sales of $490.6 million, net income of $33.7 million and earnings per diluted share of $1.87
•Q3’23 non-GAAP net income of $36.9 million and non-GAAP earnings per diluted share of $2.05
•Delivered adjusted EBITDA of $84.4 million in Q3’23, a 20% increase compared to $70.3 million in Q3’22
•Generated approximately $199.5 million of operating cash flow year-to-date; Net debt to adjusted EBITDA improved to 2.0x
November 2, 2023
CONSHOHOCKEN, PA – Quaker Houghton (“the Company”) (NYSE: KWR), the global leader in industrial process fluids, announced its third quarter 2023 results today.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| ($ in thousands, except per share data) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Net sales | $ | 490,612 | $ | 492,218 | $ | 1,486,204 | $ | 1,458,777 | |||||||||||||||
| Net income attributable to Quaker Chemical Corporation | 33,670 | 25,867 | 92,550 | 60,026 | |||||||||||||||||||
| Net income attributable to Quaker Chemical Corporation common shareholders – diluted | 1.87 | 1.44 | 5.14 | 3.35 | |||||||||||||||||||
| Non-GAAP net income * | 36,928 | 31,173 | 105,694 | 80,318 | |||||||||||||||||||
| Non-GAAP Earnings per diluted share * | 2.05 | 1.74 | 5.87 | 4.48 | |||||||||||||||||||
| Adjusted EBITDA * | 84,381 | 70,291 | 243,414 | 189,226 | |||||||||||||||||||
*Refer to the Non-GAAP Measures and Reconciliations section below for additional information
Third Quarter 2023 Consolidated Results
Net sales in the third quarter of 2023 were $490.6 million compared to $492.2 million in the third quarter of 2022. This result was primarily due to an increase in selling price and product mix of approximately 2% and a favorable impact of foreign currency translation of 2%, offset by a decrease in sales volumes of approximately 4%. The increase in selling price and product mix was primarily attributable to higher selling prices in all segments. The decline in sales volumes was primarily attributable to a continuation of softer market conditions that have persisted throughout the year and the wind-down of the tolling agreement for products previously divested related to the Combination, in the Europe, Middle East and Africa (“EMEA”) segment, partially offset by new business wins in all segments.
The Company reported net income in the third quarter of 2023 of $33.7 million, or $1.87 per diluted share, compared to net income of $25.9 million or $1.44 per diluted share in the third quarter of 2022. Excluding non-recurring and non-core items in each period, the Company’s non-GAAP net income and earnings per diluted share were $36.9 million and $2.05 respectively in the third quarter of 2023 compared to $31.2 million and $1.74 respectively in the prior year quarter. The Company generated adjusted EBITDA of $84.4 million in the third quarter of 2023, an increase of 20% compared to $70.3 million in the third quarter of 2022, primarily driven by an improvement in gross margins in all segments compared to the prior year.
Andy Tometich, Chief Executive Officer and President, commented, “Quaker Houghton achieved record results in the third quarter highlighted by further improvement in our profitability and double-digit earnings growth as well as robust cash flow generation. I am proud of the organization’s resolve and consistent execution; delivering strong operational and financial performance in a challenging end market environment.
Looking ahead, we expect current unsettled market conditions, primarily in the Americas and EMEA, to continue through year end. We are confident in the future of Quaker Houghton. We are firmly committed to advancing our enterprise strategy as we partner with customers to provide value-added services and solutions. We are making progress positioning the organization to build upon our market leading position by further differentiating our customer intimacy model and accelerating new business wins. We expect to capitalize on the momentum we have built in 2024.”
1
Third Quarter 2023 Segment Results
During the first quarter of 2023, the Company reorganized its executive management team to align with its new business structure. The Company’s new structure includes three reportable segments: (i) Americas; (ii) EMEA; and (iii) Asia/Pacific. Prior to the Company’s reorganization, the Company’s historical reportable segments were: (i) Americas; (ii) EMEA; (iii) Asia/Pacific; and (iv) Global Specialty Businesses. Prior period information has been recast to align with the Company’s business structure as of January 1, 2023.
The Company’s three and nine months of September 30, 2023 operating performance of each of its three reportable segments, (i) Americas; (ii) EMEA; and (iii) Asia/Pacific, are further described below.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net Sales * | |||||||||||||||||||||||
| Americas | $ | 245,899 | $ | 254,678 | $ | 750,531 | $ | 702,580 | |||||||||||||||
| EMEA | 139,620 | 134,386 | 435,602 | 426,739 | |||||||||||||||||||
| Asia/Pacific | 105,093 | 103,154 | 300,071 | 329,458 | |||||||||||||||||||
| Total net sales | $ | 490,612 | $ | 492,218 | $ | 1,486,204 | $ | 1,458,777 | |||||||||||||||
| Segment operating earnings * | |||||||||||||||||||||||
| Americas | $ | 69,148 | $ | 66,749 | $ | 204,280 | $ | 164,065 | |||||||||||||||
| EMEA | 27,922 | 15,479 | 81,076 | 58,803 | |||||||||||||||||||
| Asia/Pacific | 30,963 | 26,723 | 86,604 | 76,146 | |||||||||||||||||||
| Total segment operating earnings | $ | 128,033 | $ | 108,951 | $ | 371,960 | $ | 299,014 | |||||||||||||||
*Refer to the Segment Measures and Reconciliations section below for additional information
Net sales in the Americas segment decreased in the third quarter of 2023 compared to the same period in 2022 primarily due to a decrease in sales volumes, partially offset by higher selling price and product mix and a favorable impact from foreign currency translation. Net sales in the EMEA segment increased compared to the prior year quarter as a result of an increase in selling price and product mix and a favorable impact from foreign currency translation, partially offset by a decline in sales volumes. Net sales in the Asia/Pacific segment increased compared to the prior year quarter as a result of an increase in sales volumes, partially offset by an unfavorable impact of foreign currency translation.
The increases in selling price and product mix were primarily related to our value-based pricing initiatives implemented across all segments and further targeted actions. Sales volumes increased in the Asia/Pacific segment due to continued new business wins and an improvement in end market conditions. Sales volumes declined in the Americas and EMEA segments primarily reflecting a continuation of softer market conditions compared to the prior year, partially offset by new business wins in both segments.
Compared to the second quarter of 2023, total company sales volumes increased approximately 1%, partially offset by a similar decline in selling price and product mix. By segment, net sales increased in the Asia/Pacific segment primarily due to a double-digit increase in sales volumes, partially offset by an unfavorable impact from foreign currency translation. Net sales declined in the Americas segment primarily due to a decline in selling price and product mix and stable sales volumes. Net sales declined in the EMEA segment as an increase in selling price and product mix was offset by a decline in sales volumes.
Operating earnings increased in all three segments in the third quarter of 2023 compared to the prior year driven by a further improvement in operating margins in all segments. Operating earnings and operating margins also increased across all segments in the third quarter compared to the second quarter of 2023.
Cash Flow and Liquidity Highlights
Net cash provided by operating activities was $199.5 million for the first nine months of 2023 compared to net cash used in operating activities of $26.3 million in the first nine months of 2022. The $225.8 million improvement in net operating cash flow primarily reflects a stronger operating performance and working capital management in the first nine months of 2023 compared to the same period in 2022.
As of September 30, 2023, the Company’s total gross debt was $825.9 million and its cash and cash equivalents was $198.4 million, which resulted in net debt of $627.5 million. The Company has paid down approximately $127 million of gross debt year-to-date in 2023. The Company’s net debt divided by its trailing twelve months adjusted EBITDA was approximately 2.0x.
2
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 considered indicative of future operating performance or not considered core to the Company’s operations. Non-GAAP results are presented for supplemental informational purposes only and should not be considered a substitute for the financial information presented in accordance with GAAP. In addition, our definitions of EBITDA, adjusted EBITDA, adjusted EBITDA margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income and non-GAAP earnings per diluted share, as discussed and reconciled below to the most comparable respective GAAP measures, may not be comparable to similarly named measures reported by other companies.
The Company presents EBITDA which is calculated as net income attributable to the Company before depreciation and amortization, interest expense, net, and taxes on income before equity in net income of associated companies. The Company also presents adjusted EBITDA which is calculated as EBITDA plus or minus certain items that are not considered indicative of future operating performance or not considered core to the Company’s operations. In addition, the Company presents non-GAAP operating income which is calculated as operating income plus or minus certain items that are not considered indicative of future operating performance or not considered core to the Company’s operations. Adjusted EBITDA margin and non-GAAP operating margin are calculated as the percentage of adjusted EBITDA and non-GAAP operating income to consolidated net sales, respectively. The Company believes these non-GAAP measures provide transparent and useful information and are widely used by investors, analysts, and peers in our industry as well as by management in assessing the operating performance of the Company on a consistent basis.
Additionally, the Company presents non-GAAP net income and non-GAAP earnings per diluted share as additional performance measures. Non-GAAP net income is calculated as adjusted EBITDA, defined above, less depreciation and amortization, interest expense, net, and taxes on income before equity in net income of associated companies, in each case adjusted, as applicable, for any depreciation, amortization, interest or tax impacts resulting from the non-core items identified in the reconciliation of net income attributable to the Company to adjusted EBITDA. Non-GAAP earnings per diluted share is calculated as non-GAAP net income per diluted share as accounted for under the “two-class share method.” The Company believes that non-GAAP net income and non-GAAP earnings per diluted share provide transparent and useful information and are widely used by investors, analysts, and peers in our industry as well as by management in assessing the operating performance of the Company on a consistent basis.
As it relates to future projections for the Company as well as other forward-looking information described further above, the Company has not provided guidance for comparable GAAP measures or a quantitative reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because it is unable to determine with reasonable certainty the ultimate outcome of certain significant items necessary to calculate such measures without unreasonable effort. These items include, but are not limited to, certain non-recurring or non-core items the Company may record that could materially impact net income, as well as the impact of COVID-19. These items are uncertain, depend on various factors, and could have a material impact on the U.S. GAAP reported results for the guidance period.
The Company's reference to trailing twelve months adjusted EBITDA within this press release refers to the twelve month period ended September 30, 2023 adjusted EBITDA of $311.3 million, which includes (i) the nine months ended September 30, 2023 adjusted EBITDA of $243.4 million, as presented in the non-GAAP reconciliations below, and (ii) the twelve months ended December 31, 2022 adjusted EBITDA of $257.2 million, as presented in the non-GAAP reconciliations included in the Company's fourth quarter and full year 2022 results press release dated February 23, 2023, less (iii) the nine months ended September 30, 2022 adjusted EBITDA of $189.2 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):
3
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Non-GAAP Operating Income and Margin Reconciliations: | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Operating income | $ | 59,518 | $ | 44,609 | $ | 166,242 | $ | 105,915 | |||||||||||||||
| Combination, integration and other acquisition-related expenses (a) | — | 2,107 | — | 7,992 | |||||||||||||||||||
| Restructuring and related charges (credits), net | 1,019 | (1,423) | 6,034 | (609) | |||||||||||||||||||
| Strategic planning expenses | 1,093 | 4,545 | 3,759 | 10,745 | |||||||||||||||||||
| Russia-Ukraine conflict related expenses | — | 88 | — | 2,183 | |||||||||||||||||||
| Other charges | 206 | 1,016 | 855 | 2,681 | |||||||||||||||||||
| Non-GAAP operating income | $ | 61,836 | $ | 50,942 | $ | 176,890 | $ | 128,907 | |||||||||||||||
| Non-GAAP operating margin (%) | 12.6 | % | 10.3 | % | 11.9 | % | 8.8 | % | |||||||||||||||
| EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Non-GAAP Net Income Reconciliations: | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net income attributable to Quaker Chemical Corporation | $ | 33,670 | $ | 25,867 | $ | 92,550 | $ | 60,026 | |||||||||||||||
| Depreciation and amortization (b) | 20,866 | 19,908 | 62,210 | 61,491 | |||||||||||||||||||
| Interest expense, net | 12,781 | 8,389 | 38,744 | 20,228 | |||||||||||||||||||
| Taxes on income before equity in net income of associated companies (c) | 13,593 | 10,185 | 36,956 | 14,425 | |||||||||||||||||||
| EBITDA | 80,910 | 64,349 | 230,460 | 156,170 | |||||||||||||||||||
| Equity (income) loss in a captive insurance company | (756) | 174 | (748) | 2,199 | |||||||||||||||||||
| Combination, integration and other acquisition-related expenses (credits) (a) | — | 2,107 | (475) | 10,387 | |||||||||||||||||||
| Restructuring and related charges (credits), net | 1,019 | (1,423) | 6,034 | (609) | |||||||||||||||||||
| Strategic planning expenses | 1,093 | 4,545 | 3,759 | 10,745 | |||||||||||||||||||
| Russia-Ukraine conflict related expenses | — | 88 | — | 2,183 | |||||||||||||||||||
| Currency conversion impacts of hyper-inflationary economies | 1,229 | 991 | 2,869 | 1,216 | |||||||||||||||||||
| Loss on extinguishment of debt | — | — | — | 6,763 | |||||||||||||||||||
| Other charges (credits) | 886 | (540) | 1,515 | 172 | |||||||||||||||||||
| Adjusted EBITDA | $ | 84,381 | $ | 70,291 | $ | 243,414 | $ | 189,226 | |||||||||||||||
| Adjusted EBITDA margin (%) | 17.2 | % | 14.3 | % | 16.4 | % | 13.0 | % | |||||||||||||||
| Adjusted EBITDA | $ | 84,381 | $ | 70,291 | $ | 243,414 | $ | 189,226 | |||||||||||||||
| Less: Depreciation and amortization - adjusted (b) | 20,866 | 19,908 | 62,210 | 61,491 | |||||||||||||||||||
| Less: Interest expense, net | 12,781 | 8,389 | 38,744 | 20,228 | |||||||||||||||||||
| Less: Taxes on income before equity in net income of associated companies - adjusted (c) | 13,806 | 10,821 | 36,766 | 27,189 | |||||||||||||||||||
| Non-GAAP net income | $ | 36,928 | $ | 31,173 | $ | 105,694 | $ | 80,318 | |||||||||||||||
4
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Non-GAAP Earnings per Diluted Share Reconciliations: | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| GAAP earnings per diluted share attributable to Quaker Chemical Corporation common shareholders | $ | 1.87 | $ | 1.44 | $ | 5.14 | $ | 3.35 | |||||||||||||||
| Equity (income) loss in a captive insurance company per diluted share | (0.04) | 0.01 | (0.04) | 0.12 | |||||||||||||||||||
| Combination, integration and other acquisition-related expenses (credits) per diluted share (a) | — | 0.09 | (0.03) | 0.47 | |||||||||||||||||||
| Restructuring and related charges (credits), net per diluted share | 0.04 | (0.05) | 0.25 | (0.02) | |||||||||||||||||||
| Strategic planning expenses per diluted share | 0.04 | 0.19 | 0.17 | 0.46 | |||||||||||||||||||
| Russia-Ukraine conflict related expenses per diluted share | — | 0.01 | — | 0.11 | |||||||||||||||||||
| Currency conversion impacts of hyper-inflationary economies per diluted share | 0.07 | 0.06 | 0.16 | 0.07 | |||||||||||||||||||
| Loss on extinguishment of debt per diluted share | — | — | — | 0.29 | |||||||||||||||||||
| Other charges (credits) per diluted share | 0.04 | (0.03) | 0.06 | — | |||||||||||||||||||
| Impact of certain discrete tax items per diluted share | 0.03 | 0.02 | 0.16 | (0.37) | |||||||||||||||||||
| Non-GAAP earnings per diluted share | $ | 2.05 | $ | 1.74 | $ | 5.87 | $ | 4.48 | |||||||||||||||
a.Combination, integration and other acquisition-related expenses (credits) in 2022 included certain legal, financial, and other advisory and consultant costs incurred in connection with the Combination integration activities. These amounts also include expense associated with the Company's other recent acquisitions, including certain legal, financial, and other advisory and consultant costs incurred in connection with due diligence. During the nine months ended September 30, 2023, the Company recorded $0.5 million of other income due to changes in an indemnification asset related to the Combination. Similarly, during the nine months ended September 30, 2022, the Company recorded $2.4 million of other expense due to changes in a Combination-related indemnification asset. These amounts were recorded within Other (expense) income, net and therefore are included in the caption “Combination, integration and other acquisition-related expenses (credits)” in the reconciliation of Net income attributable to Quaker Chemical Corporation to Adjusted EBITDA and GAAP earnings per diluted share attributable to Quaker Chemical Corporation common shareholders to Non-GAAP earnings per diluted share, however it is excluded in the reconciliation of Operating income to Non-GAAP operating income.
b.Depreciation and amortization for both the three and nine months ended September 30, 2023 and September 30, 2022 includes approximately $0.3 million and $0.8 million, respectively, of amortization expense recorded within equity in net income of associated companies in the Company’s Condensed Consolidated Statements of Operations, which is attributable to the amortization of the fair value step up for the Company’s 50% interest in a joint venture in Korea as a result of required purchase accounting.
c.Taxes on income before equity in net income of associated companies – adjusted includes the Company’s tax expense adjusted for the impact of any current and deferred income tax expense (benefit), as applicable, of the reconciling items presented in the reconciliation of Net income attributable to Quaker Chemical Corporation to adjusted EBITDA, above, determined utilizing the applicable rates in the taxing jurisdictions in which these adjustments occurred, subject to deductibility. This caption also includes the impact of specific tax charges and benefits in the three and nine months ended September 30, 2023 and 2022, which the Company does not consider core to the Company’s operations or indicative of future performance.
5
Segment Measures and Reconciliations
Segment operating earnings for each of the Company’s reportable segments are comprised of the segment’s net sales less directly related Cost of goods sold (“COGS”) and Selling, general and administrative expenses (“SG&A”). Operating expenses not directly attributable to the net sales of each respective segment, such as certain corporate and administrative costs, Combination, integration and other acquisition-related expenses, and Restructuring and related charges (credits), net, 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.
The following table presents information about the performance of the Company’s reportable segments (dollars in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net Sales | |||||||||||||||||||||||
| Americas | $ | 245,899 | $ | 254,678 | $ | 750,531 | $ | 702,580 | |||||||||||||||
| EMEA | 139,620 | 134,386 | 435,602 | $ | 426,739 | ||||||||||||||||||
| Asia/Pacific | 105,093 | 103,154 | 300,071 | $ | 329,458 | ||||||||||||||||||
| Total net sales | $ | 490,612 | $ | 492,218 | $ | 1,486,204 | $ | 1,458,777 | |||||||||||||||
| Segment operating earnings | |||||||||||||||||||||||
| Americas | $ | 69,148 | $ | 66,749 | $ | 204,280 | $ | 164,065 | |||||||||||||||
| EMEA | 27,922 | 15,479 | 81,076 | $ | 58,803 | ||||||||||||||||||
| Asia/Pacific | 30,963 | 26,723 | 86,604 | $ | 76,146 | ||||||||||||||||||
| Total segment operating earnings | 128,033 | 108,951 | 371,960 | 299,014 | |||||||||||||||||||
| Combination, integration and other acquisition-related expenses | — | (2,107) | — | (7,992) | |||||||||||||||||||
| Restructuring and related (charges) credits, net | (1,019) | 1,423 | (6,034) | 604 | |||||||||||||||||||
| Non-operating and administrative expenses | (52,280) | (47,852) | (154,001) | (139,894) | |||||||||||||||||||
| Depreciation of corporate assets and amortization | (15,216) | (15,806) | (45,683) | (45,817) | |||||||||||||||||||
| Operating income | 59,518 | 44,609 | 166,242 | 105,915 | |||||||||||||||||||
| Other expense, net | (2,713) | 85 | (8,558) | (10,520) | |||||||||||||||||||
| Interest expense, net | (12,781) | (8,389) | (38,744) | (20,228) | |||||||||||||||||||
| Income before taxes and equity in net income of associated companies | $ | 44,024 | $ | 36,305 | $ | 118,940 | $ | 75,167 | |||||||||||||||
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 on our current expectations about future events, including statements regarding the potential effects of the COVID-19 pandemic, the conflicts between Russia and Ukraine and Israel and Hamas, inflation, bank failures, higher interest rate environment, global supply chain constraints on the Company’s business, results of operations, and financial condition, our expectations that we will maintain sufficient liquidity, remain in compliance with the terms of the Company’s credit facility, expectation about future demand and raw material costs, and statements regarding the impact of increased raw material costs and pricing initiatives. These forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, intentions, financial condition, results of operations, future performance, and business, including but not limited to the potential benefits of the Combination and other acquisitions, the impacts on our business as a result of the COVID-19 pandemic and global supply chain constraints, the potential impacts of the automotive industry labor dispute, and our current and future results and plans including our sustainability goals 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 and labor disputes. Other major risks and uncertainties include, but are not limited to, the primary and secondary impacts of the COVID-19 pandemic, as well as inflationary pressures, including the potential for continued significant increases in raw material costs, supply chain disruptions, customer financial instability, rising interest rates and the possibility of economic recession, worldwide economic and political disruptions, including the impacts of the military conflicts between Russia and Ukraine and Israel and Hamas, 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, the impact of consolidation in our industry, including loss or consolidation of a major customer and the potential occurrence of cyber-security breaches, cyber-security attacks and other security incidents. 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 third quarter of 2023 performance is scheduled for Friday, November 3, 2023 at 8:30 a.m. ET. A live webcast of the conference call, together with supplemental information, can be accessed through the Company’s Investor Relations website at investors.quakerhoughton.com. You can also access the conference call by dialing 877-269-7756.
About Quaker Houghton
Quaker Houghton is the global leader in industrial process fluids. With a presence around the world, including operations in over 25 countries, our customers include thousands of the world’s most advanced and specialized steel, aluminum, automotive, aerospace, offshore, container, mining, and metalworking companies. Our high-performing, innovative and sustainable solutions are backed by best-in-class technology, deep process knowledge and customized services. With approximately 4,600 employees, including chemists, engineers and industry experts, we partner with our customers to improve their operations so they can run even more efficiently, even more effectively, whatever comes next. Quaker Houghton is headquartered in Conshohocken, Pennsylvania, located near Philadelphia in the United States. Visit quakerhoughton.com to learn more.
7
Quaker Chemical Corporation
Condensed Consolidated Statements of Operations
(Unaudited; Dollars in thousands, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net sales | $ | 490,612 | $ | 492,218 | $ | 1,486,204 | $ | 1,458,777 | |||||||||||||||
| Cost of goods sold | 307,265 | 331,469 | 951,716 | 1,002,393 | |||||||||||||||||||
| Gross profit | 183,347 | 160,749 | 534,488 | 456,384 | |||||||||||||||||||
| Selling, general and administrative expenses | 122,810 | 115,456 | 362,212 | 343,081 | |||||||||||||||||||
| Restructuring and related charges (credits), net | 1,019 | (1,423) | 6,034 | (604) | |||||||||||||||||||
| Combination, integration and other acquisition-related expenses | — | 2,107 | — | 7,992 | |||||||||||||||||||
| Operating income | 59,518 | 44,609 | 166,242 | 105,915 | |||||||||||||||||||
| Other (income) expense, net | (2,713) | 85 | (8,558) | (10,520) | |||||||||||||||||||
| Interest expense, net | (12,781) | (8,389) | (38,744) | (20,228) | |||||||||||||||||||
| Income before taxes and equity in net income of associated companies | 44,024 | 36,305 | 118,940 | 75,167 | |||||||||||||||||||
| Taxes on income before equity in net income of associated companies | 13,593 | 10,185 | 36,956 | 14,425 | |||||||||||||||||||
| Income before equity in net income of associated companies | 30,431 | 26,120 | 81,984 | 60,742 | |||||||||||||||||||
| Equity in net income (loss) of associated companies | 3,279 | (212) | 10,660 | (642) | |||||||||||||||||||
| Net income | 33,710 | 25,908 | 92,644 | 60,100 | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interest | 40 | 41 | 94 | 74 | |||||||||||||||||||
| Net income attributable to Quaker Chemical Corporation | $ | 33,670 | $ | 25,867 | $ | 92,550 | $ | 60,026 | |||||||||||||||
| Per share data: | |||||||||||||||||||||||
| Net income attributable to Quaker Chemical Corporation common shareholders – basic | $ | 1.87 | $ | 1.44 | $ | 5.15 | $ | 3.35 | |||||||||||||||
| Net income attributable to Quaker Chemical Corporation common shareholders – diluted | $ | 1.87 | $ | 1.44 | $ | 5.14 | $ | 3.35 | |||||||||||||||
| Basic weighted average common shares outstanding | 17,908,754 | 17,847,305 | 17,889,444 | 17,835,976 | |||||||||||||||||||
| Diluted weighted average common shares outstanding | 17,921,274 | 17,859,871 | 17,906,153 | 17,851,441 | |||||||||||||||||||
8
Quaker Chemical Corporation
Condensed Consolidated Balance Sheets
(Unaudited; Dollars in thousands, except par value)
| September 30, 2023 | December 31, 2022 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 198,358 | $ | 180,963 | |||||||
| Accounts receivable, net | 446,459 | 472,888 | |||||||||
| Inventories, net | 250,770 | 284,848 | |||||||||
| Prepaid expenses and other current assets | 70,724 | 55,438 | |||||||||
| Total current assets | 966,311 | 994,137 | |||||||||
| Property, plant and equipment, net | 196,440 | 198,595 | |||||||||
| Right of use lease assets | 38,595 | 43,766 | |||||||||
| Goodwill | 504,457 | 515,008 | |||||||||
| Other intangible assets, net | 890,464 | 942,925 | |||||||||
| Investments in associated companies | 92,965 | 88,234 | |||||||||
| Deferred tax assets | 9,569 | 11,218 | |||||||||
| Other non-current assets | 33,705 | 27,739 | |||||||||
| Total assets | $ | 2,732,506 | $ | 2,821,622 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Short-term borrowings and current portion of long-term debt | $ | 19,246 | $ | 19,245 | |||||||
| Accounts payable | 190,067 | 193,983 | |||||||||
| Dividends payable | 8,190 | 7,808 | |||||||||
| Accrued compensation | 43,641 | 39,834 | |||||||||
| Accrued restructuring | 3,590 | 5,483 | |||||||||
| Accrued pension and postretirement benefits | 1,574 | 1,560 | |||||||||
| Other accrued liabilities | 85,799 | 86,873 | |||||||||
| Total current liabilities | 352,107 | 354,786 | |||||||||
| Long-term debt | 804,973 | 933,561 | |||||||||
| Long-term lease liabilities | 22,163 | 26,967 | |||||||||
| Deferred tax liabilities | 151,606 | 160,294 | |||||||||
| Non-current accrued pension and postretirement benefits | 27,344 | 28,765 | |||||||||
| Other non-current liabilities | 33,212 | 38,664 | |||||||||
| Total liabilities | 1,391,405 | 1,543,037 | |||||||||
| Equity | |||||||||||
| Common stock $1 par value; authorized 30,000,000 shares; issued and outstanding September 30, 2023 – 0 shares; December 31, 2022 – 17,950,264 shares | 18,001 | 17,950 | |||||||||
| Capital in excess of par value | 938,473 | 928,288 | |||||||||
| Retained earnings | 538,628 | 469,920 | |||||||||
| Accumulated other comprehensive loss | (154,724) | (138,240) | |||||||||
| Total Quaker shareholders’ equity | 1,340,378 | 1,277,918 | |||||||||
| Noncontrolling interest | 723 | 667 | |||||||||
| Total equity | 1,341,101 | 1,278,585 | |||||||||
| Total liabilities and equity | $ | 2,732,506 | $ | 2,821,622 | |||||||
9
Quaker Chemical Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited; Dollars in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | 92,644 | $ | 60,100 | |||||||
| Adjustments to reconcile net income to net cash used in operating activities: | |||||||||||
| Amortization of debt issuance costs | 1,059 | 2,589 | |||||||||
| Depreciation and amortization | 61,434 | 60,692 | |||||||||
| Equity in undistributed earnings of associated companies, net of dividends | (7,486) | 3,612 | |||||||||
| Deferred compensation, deferred taxes and other, net | (515) | (8,844) | |||||||||
| Share-based compensation | 11,189 | 8,635 | |||||||||
| Loss on extinguishment of debt | — | 5,246 | |||||||||
| Combination and other acquisition-related expenses, net of payments | — | (4,265) | |||||||||
| Restructuring and related charges (credits), net | 6,034 | (604) | |||||||||
| Pension and other postretirement benefits | (2,000) | (6,556) | |||||||||
| Increase (decrease) in cash from changes in current assets and current liabilities, net of acquisitions: | |||||||||||
| Accounts receivable | 22,133 | (65,256) | |||||||||
| Inventories | 30,607 | (72,386) | |||||||||
| Prepaid expenses and other current assets | (9,771) | (11,081) | |||||||||
| Change in restructuring liabilities | (7,914) | (1,234) | |||||||||
| Accounts payable and accrued liabilities | 2,046 | 3,059 | |||||||||
| Net cash provided by (used in) operating activities | 199,460 | (26,293) | |||||||||
| Cash flows from investing activities | |||||||||||
| Investments in property, plant and equipment | (25,794) | (20,230) | |||||||||
| Payments related to acquisitions, net of cash acquired | — | (9,421) | |||||||||
| Proceeds from disposition of assets | — | 65 | |||||||||
| Net cash used in investing activities | (25,794) | (29,586) | |||||||||
| Cash flows from financing activities | |||||||||||
| Payments of long-term debt | (14,075) | (668,500) | |||||||||
| Proceeds from long-term debt | — | 750,000 | |||||||||
| Payments on revolving credit facilities, net | (112,835) | (10,418) | |||||||||
| Borrowings on other debt, net | 797 | 2,131 | |||||||||
| Financing-related debt issuance costs | — | (3,734) | |||||||||
| Dividends paid | (23,459) | (22,302) | |||||||||
| Other stock related activity | (953) | (616) | |||||||||
| Net cash (used in) provided by financing activities | (150,525) | 46,561 | |||||||||
| Effect of foreign exchange rate changes on cash | (5,746) | (16,967) | |||||||||
| Net increase (decrease) in cash and cash equivalents | 17,395 | (26,285) | |||||||||
| Cash and cash equivalents at the beginning of the period | 180,963 | 165,176 | |||||||||
| Cash and cash equivalents at the end of the period | $ | 198,358 | $ | 138,891 | |||||||
10
Quaker Houghton Third Quarter 2023 Results Investor Conference Call
Regulation G The attached charts include Company information that does not conform to generally accepted accounting principles (“GAAP”). Management believes that an analysis of this data is meaningful to investors because it provides insight with respect to ongoing operating results of the Company and helps investors to evaluate the financial results of the Company. These measures should not be viewed as an alternative to GAAP measures of performance. Furthermore, these measures may not be consistent with similar measures provided by other companies. This data should be read in conjunction with the first quarter and full year earnings news release, dated November 2, 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 on our current expectations about future events, including statements regarding the potential effects of the COVID-19 pandemic, the conflicts between Russia and Ukraine and between Israel and Hamas, bank failures, higher interest rate environment, inflation and global supply chain constraints on the Company’s business, results of operations, and financial condition, our expectation that we will maintain sufficient liquidity, remain in compliance with the terms of the Company’s credit facility, expectations about future demand and raw material costs, and statements regarding the impact of increased raw material costs and pricing initiatives. 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, the potential impacts of the automotive industry labor dispute, and our current and future results and plans including our sustainability goals 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 and labor disputes. Other major risks and uncertainties include, but are not limited to, the primary and secondary impacts of the COVID-19 pandemic, as well as inflationary pressures, including the potential for continued significant increases in raw material costs, supply chain disruptions, customer financial instability, rising interest rates and the possibility of economic recession, worldwide economic and political disruptions including the impacts of the military conflicts between Russia and Ukraine and Israel and Hamas, 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, and the impact of consolidation in our industry, including loss or consolidation of a major customer and the potential occurrence of cyber-security breaches, cyber-security attacks and other security incidents. Furthermore, the Company is subject to the same business cycles as those experienced by our customers in the steel, automobile, aircraft, industrial equipment, and durable goods industries. Our forward-looking statements are subject to risks, uncertainties and assumptions about the Company and its operations that are subject to change based on various important factors, some of which are beyond our control. These risks, uncertainties, and possible inaccurate assumptions relevant to our business could cause our actual results to differ materially from expected and historical results. All forward- looking statements included in this presentation, including expectations about business conditions during 2023 and future periods, are based upon information available to the Company as of the date of this presentation, which may change. Therefore, we caution you not to place undue reliance on our forward-looking statements. For more information regarding these risks and uncertainties as well as certain additional risks that we face, refer to the Risk Factors section, which appears in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 and in subsequent reports filed from time to time with the Securities and Exchange Commission. We do not intend to, and we disclaim any duty or obligation to, update or revise any forward-looking statements to reflect new information or future events or for any other reason. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995. ©2023 Quaker Houghton. All Rights Reserved 2 Forward-Looking Statements
The information included in this presentation includes non-GAAP (unaudited) financial information that includes EBITDA, adjusted EBITDA, adjusted EBITDA margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income, non-GAAP earnings per diluted share, and pro forma net sales, net income attributable to Quaker Houghton, EBITDA, adjusted EBITDA, and adjusted EBITDA margin. The Company believes these non-GAAP financial measures provide meaningful supplemental information as they enhance a reader’s understanding of the financial performance of the Company, are indicative of future operating performance of the Company, and facilitate a comparison among fiscal periods, as the non-GAAP financial measures exclude items that are not considered indicative of future operating performance or not considered core to the Company’s operations. Non-GAAP results and pro forma information are presented for supplemental informational purposes only and should not be considered a substitute for the financial information presented in accordance with GAAP. In addition, our definitions of EBITDA, adjusted EBITDA, adjusted EBITDA margin, non-GAAP operating income, non- GAAP operating margin, non-GAAP net income and non-GAAP earnings per diluted share, as discussed and reconciled below to the most comparable respective GAAP measures, may not be comparable to similarly-named measures reported by other companies. The Company presents EBITDA which is calculated as net income attributable to the Company before depreciation and amortization, interest expense, net, and taxes on income before equity in net income of associated companies. The Company also presents adjusted EBITDA which is calculated as EBITDA plus or minus certain items that are not considered indicative of future operating performance or not considered core to the Company’s operations. In addition, the Company presents non-GAAP operating income which is calculated as operating income plus or minus certain items that are not considered indicative of future operating performance or not considered core to the Company’s operations. Adjusted EBITDA margin and non-GAAP operating margin are calculated as the percentage of adjusted EBITDA and non-GAAP operating income to consolidated net sales, respectively. The Company believes these non-GAAP measures provide transparent and useful information and are widely used by investors, analysts, and peers in our industry as well as by management in assessing the operating performance of the Company on a consistent basis. Additionally, the Company presents non-GAAP net income and non-GAAP earnings per diluted share as additional performance measures. Non-GAAP net income is calculated as adjusted EBITDA, defined above, less depreciation and amortization, interest expense, net, and taxes on income before equity in net (loss) income of associated companies, in each case adjusted, as applicable, for any depreciation, amortization, interest or tax impacts resulting from the non-core items identified in the reconciliation of net income attributable to the Company to adjusted EBITDA. Non-GAAP earnings per diluted share is calculated as non-GAAP net income per diluted share as accounted for under the “two-class share method.” The Company believes that non-GAAP net income and non-GAAP earnings per diluted share provide transparent and useful information and are widely used by investors, analysts, and peers in our industry as well as by management in assessing the operating performance of the Company on a consistent basis. In addition, the Company has provided certain unaudited pro forma financial information in this presentation. The unaudited pro forma financial information is based on the historical consolidated financial statements and results of both Quaker and Houghton and has been prepared to illustrate the effects of the Combination. The unaudited pro forma financial information has been presented for informational purposes only and is not necessarily indicative of Quaker Houghton’s past results of operations, nor is it indicative of the future operating results of Quaker Houghton and should not be considered a substitute for the financial information presented in accordance with GAAP. The Company has not provided pro forma financial information as it relates to the acquired operating divisions of Norman Hay plc or for any of its other acquisitions based on materiality. Pro forma results for the year ended December 31, 2019 include five months of Houghton’s operations post-closing of the Combination, while Houghton reflects seven months of results for the period from January 1, 2019 through July 31, 2019. Pro forma results for the years ended December 31, 2018, 2017 and 2016, respectively, include Quaker’s historical results, while Houghton reflects its stand-alone results. As it relates to 2023 projected adjusted EBITDA growth for the Company, the Company has not provided guidance for comparable GAAP measures or a quantitative reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because it is unable to determine with reasonable certainty the ultimate outcome of certain significant items necessary to calculate such measures without unreasonable effort. These items include, but are not limited to, certain non-recurring or non-core items the Company may record that could materially impact net income. These items are uncertain, depend on various factors, and could have a material impact on the U.S. GAAP reported results for the guidance period. The following charts should be read in conjunction with the Company’s third quarter earnings news release dated November 2, 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, 2023. These documents may contain additional explanatory language and information regarding certain of the items included in the following reconciliations. ©2023 Quaker Houghton. All Rights Reserved 3 Non-GAAP and Pro Forma Measures
Andy Tometich Chief Executive Officer, President Shane W. Hostetter Executive Vice President, Chief Financial Officer Robert T. Traub Senior Vice President, General Counsel & Corporate Secretary Jeffrey Schnell Vice President, Investor Relations ©2023 Quaker Houghton. All Rights Reserved 4 Speakers
©2023 Quaker Houghton. All Rights Reserved 5 Q3’23 Highlights 1 This is a non-GAAP measure, refer to the reconciliations of our non-GAAP measures to their most comparable GAAP measures provided within this presentation and in our SEC filings 2 Total gross debt, net of cash and cash equivalents divided by trailing twelve months adjusted EBITDA Net sales of $491m driven by strong execution in a very challenging and dynamic environment Delivered $84m of adj. EBITDA1, a 20% increase Y/Y primarily reflecting an improvement in margins Record operating cash flow of ~$199m YTD due to increased earnings and working capital management Strong balance sheet - leverage declined to 2.0x net debt / adjusted EBITDA1,2 Advancing our enterprise strategy to deliver profitable growth and long-term value for stakeholders
©2023 Quaker Houghton. All Rights Reserved 6 Financial Snapshot (Unaudited; Dollars in millions, unless otherwise noted) (1) Certain amounts may not calculate due to rounding Q3 2023 Q3 2022 Variance(1) Q2 2023 Variance(1) YTD 2023 YTD 2022 Variance(1) GAAP Net sales $ 490.6 $ 492.2 $ (1.6) (0.3%) $ 495.4 $ (4.8) (1.0%) $ 1,486.2 $ 1,458.8 $ 27.4 1.9% Gross profit 183.3 160.7 22.6 14.1% 177.7 5.7 3.2% 534.5 456.4 78.1 17.1% Gross margin (%) 37.4% 32.7% 4.7% 14.4% 35.9% 1.5% 4.2% 36.0% 31.3% 4.7% 15.0% Operating income 59.5 44.6 14.9 33.4% 56.8 2.7 4.8% 166.2 105.9 60.3 57.0% Net income 33.7 25.9 7.8 30.3% 29.4 4.3 14.7% 92.6 60.0 32.5 54.2% Earnings per diluted share 1.87 1.44 0.43 29.9% 1.63 0.24 14.7% 5.14 3.35 1.79 53.4% Non-GAAP Non-GAAP operating income $ 61.8 $ 50.9 $ 10.9 21.4% $ 58.8 $ 3.1 5.2% $ 176.9 $ 128.9 $ 48.0 37.2% Non-GAAP operating margin (%) 12.6% 10.3% 2.3% 21.8% 11.9% 0.7% 6.3% 11.9% 8.8% 3.1% 34.7% Adjusted EBITDA 84.4 70.3 14.1 20.0% 80.2 4.1 5.2% 243.4 189.2 54.2 28.6% Adjusted EBITDA margin (%) 17.2% 14.3% 2.9% 20.4% 16.2% 1.0% 6.2% 16.4% 13.0% 3.4% 26.3% Non-GAAP earnings per diluted share 2.05 1.74 0.31 17.8% 1.93 0.12 6.2% 5.87 4.48 1.39 31.0%
Sales volumes in Q3’23 declined compared to Q3’22 primarily due to softer end market conditions Sales volumes increased approximately 1% in Q3’23 compared to Q2’23 Total Company Volume Trend1 (kilograms, in thousands) 7 ©2023 Quaker Houghton. All Rights Reserved Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 — 25,000 50,000 75,000 100,000 125,000 150,000 T The total company volume trend excludes volumes in the prior periods that are related to the tolling agreement for products previously divested related to the Combination as well as volumes related to business impacted due to the War in Ukraine
©2023 Quaker Houghton. All Rights Reserved 8 Adjusted EBITDA1,2 (dollars in millions) Generated $84m of adjusted EBITDA in Q3’23, a +20% increase Y/Y, primarily due to an improvement in gross margins 1 Periods presented prior to the Combination, on August 1, 2019, are pro forma results 2 This is a non-GAAP measure, refer to the reconciliations of our non-GAAP measures to their most comparable GAAP measures provided within this presentation and in our SEC filings $215 $221 $236 $234 $222 $274 $257 $311 2016 2017 2018 2019 2020 2021 2022 Q3'23 LTM $70 $84 Q3 2022 Q3 2023
• Total debt of $826 million • Cash and cash equivalents of $198 million • Net debt of $628 million • Leverage of 2.0x as of September 30, 20231 ◦ Repaid $127 million of debt YTD • Operating well within bank covenants ◦ Bank leverage of 1.9x as of September 30, 20232 ◦ Maximum permitted leverage of 4.0x2 • Healthy balance sheet and ample liquidity ◦ No significant maturities until June 2027 ◦ Q3’23 cost of debt on credit facility was ~6.4% Leverage and Liquidity Update 9 ©2023 Quaker Houghton. All Rights Reserved 1 Leverage ratio defined as net debt divided by trailing twelve month adjusted EBITDA 2 Defined as net debt divided by trailing twelve month adjusted EBITDA, as calculated under the terms of the credit agreement $741 $717 $750 $759 $759 $736 $765 $787 $815 $774 $753 $696 $628 Sep-20 3.7x Dec-20 3.4x Mar-21 3.2x Jun-21 3.1x Sep-21 2.7x Dec-21 2.7x Mar-22 3.0x Jun-22 3.2x Sep-22 3.3x Dec-22 3.0x Mar-23 2.7x Jun-23 2.3x Sep-23 2.0x Net Debt and Leverage Ratio1 (Dollars in Millions)
Appendix Actual and Non-GAAP Results
©2023 Quaker Houghton. All Rights Reserved 11 Non-GAAP Operating Reconciliation (Unaudited; Dollars in thousands, unless otherwise noted) Three Months Ended September 30, Nine Months Ended September 30, Non-GAAP Operating Income and Margin Reconciliations: 2023 2022 2023 2022 Operating income $ 59,518 $ 44,609 $ 166,242 $ 105,915 Combination, integration and other acquisition-related expenses — 2,107 — 7,992 Restructuring and related charges (credits), net 1,019 (1,423) 6,034 (609) Strategic planning expenses 1,093 4,545 3,759 10,745 Russia-Ukraine conflict related expenses — 88 — 2,183 Other charges 206 1,016 855 2,681 Non-GAAP operating income $ 61,836 $ 50,942 $ 176,890 $ 128,907 Non-GAAP operating margin (%) 12.6 % 10.3 % 11.9 % 8.8 %
©2023 Quaker Houghton. All Rights Reserved 12 Adjusted EBITDA & Non-GAAP Net Income Reconciliation (Unaudited; Dollars in thousands, unless otherwise noted) EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Non-GAAP Net Income Reconciliations: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net income attributable to Quaker Chemical Corporation $ 33,670 $ 25,867 $ 92,550 $ 60,026 Depreciation and amortization 20,866 19,908 62,210 61,491 Interest expense, net 12,781 8,389 38,744 20,228 Taxes on income before equity in net income of associated companies 13,593 10,185 36,956 14,425 EBITDA 80,910 64,349 230,460 156,170 Equity (income) loss in a captive insurance company (756) 174 (748) 2,199 Combination, integration and other acquisition-related expenses (credits) — 2,107 (475) 10,387 Restructuring and related charges (credits), net 1,019 (1,423) 6,034 (609) Strategic planning expenses 1,093 4,545 3,759 10,745 Russia-Ukraine conflict related expenses — 88 — 2,183 Currency conversion impacts of hyper-inflationary economies 1,229 991 2,869 1,216 Loss on extinguishment of debt — — — 6,763 Other charges (credits) 886 (540) 1,515 172 Adjusted EBITDA $ 84,381 $ 70,291 $ 243,414 $ 189,226 Adjusted EBITDA margin (%) 17.2 % 14.3 % 16.4 % 13.0 % Adjusted EBITDA $ 84,381 $ 70,291 $ 243,414 $ 189,226 Less: Depreciation and amortization - adjusted 20,866 19,908 62,210 61,491 Less: Interest expense, net 12,781 8,389 38,744 20,228 Less: Taxes on income before equity in net income of associated companies - adjusted 13,806 10,821 36,766 27,189 Non-GAAP net income 36,928 31,173 105,694 80,318
©2023 Quaker Houghton. All Rights Reserved 13 Non-GAAP EPS Reconciliation Three Months Ended September 30, Nine Months Ended September 30, Non-GAAP Earnings per Diluted Share Reconciliations: 2023 2022 2023 2022 GAAP earnings per diluted share attributable to Quaker Chemical Corporation common shareholders $ 1.87 $ 1.44 $ 5.14 $ 3.35 Equity (income) loss in a captive insurance company per diluted share (0.04) 0.01 (0.04) 0.12 Combination, integration and other acquisition-related expenses (credits) per diluted share — 0.09 (0.03) 0.47 Restructuring and related charges (credits), net per diluted share 0.04 (0.05) 0.25 (0.02) Strategic planning expenses per diluted share 0.04 0.19 0.17 0.46 Russia-Ukraine conflict related expenses per diluted share — 0.01 — 0.11 Currency conversion impacts of hyper-inflationary economies per diluted share 0.07 0.06 0.16 0.07 Loss on extinguishment of debt per diluted share — — — 0.29 Other charges (credits) per diluted share 0.04 (0.03) 0.06 — Impact of certain discrete tax items per diluted share 0.03 0.02 0.16 (0.37) Non-GAAP earnings per diluted share $ 2.05 $ 1.74 $ 5.87 $ 4.48
©2023 Quaker Houghton. All Rights Reserved 14 Segment Performance (Unaudited; Dollars in thousands, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net sales Americas $ 245,899 $ 254,678 $ 750,531 $ 702,580 EMEA 139,620 134,386 $ 435,602 $ 426,739 Asia/Pacific 105,093 103,154 $ 300,071 $ 329,458 Total net sales $ 490,612 $ 492,218 $ 1,486,204 $ 1,458,777 Segment operating earnings Americas $ 69,148 $ 66,749 $ 204,280 $ 164,065 EMEA 27,922 15,479 $ 81,076 $ 58,803 Asia/Pacific 30,963 26,723 $ 86,604 $ 76,146 Total segment operating earnings 128,033 108,951 371,960 299,014 Combination, integration and other acquisition-related expenses — (2,107) — (7,992) Restructuring and related (charges) credits, net (1,019) 1,423 (6,034) 604 Non-operating and administrative expenses (52,280) (47,852) (154,001) (139,894) Depreciation of corporate assets and amortization (15,216) (15,806) (45,683) (45,817) Operating income 59,518 44,609 166,242 105,915 Other (expense) income, net (2,713) 85 (8,558) (10,520) Interest expense, net (12,781) (8,389) (38,744) (20,228) Income before taxes and equity in net income of associated companies $ 44,024 $ 36,305 $ 118,940 $ 75,167
Historical Segment Net Sales1 (Unaudited; Dollars in millions) 15 ©2023 Quaker Houghton. All Rights Reserved 1 During Q1’23, the Company reorganized its executive management team to align with its new business structure, which includes three reportable segments: (i) Americas; (ii) EMEA; and (iii) Asia/Pacific. Prior period information shown above has been recast to align with the Company’s business structure as of January 1, 2023. The Company’s reconciliation of total segment operating earnings to Income before taxes and equity in net income of associated companies was not materially impacted by this change. Certain amounts may not calculate due to rounding. Net Sales Quarterly Segment Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 Q4'22 Q1’23 Q2’23 Q3’23 Americas $ 172.6 $ 115.2 $ 159.3 $ 159.9 $ 180.8 $ 186.6 $ 197.4 $ 197.4 $ 212.1 $ 235.8 $ 254.7 $ 243.9 $ 251.4 $ 253.2 $ 245.9 EMEA 123.2 93.9 112.7 126.1 141.1 146.0 142.3 134.7 146.8 145.5 134.4 135.8 152.4 143.5 139.6 Asia/Pacific 82.7 77.0 95.2 99.8 107.9 102.7 109.3 115.0 115.3 111.0 103.2 105.1 96.3 98.7 105.1 Total $ 378.6 $ 286.0 $ 367.2 $ 385.9 $ 429.8 $ 435.3 $ 449.1 $ 447.0 $ 474.2 $ 492.4 $ 492.2 $ 484.8 $ 500.1 $ 495.4 $ 490.6 Annual Segment FY'20 FY'21 FY'22 Americas $ 607.0 $ 762.2 $ 946.5 EMEA 455.9 564.1 562.5 Asia/Pacific 354.7 434.8 434.6 Total $ 1,417.7 $ 1,761.2 $ 1,943.6
Historical Segment Operating Earnings1 (Unaudited; Dollars in millions) 16 ©2023 Quaker Houghton. All Rights Reserved 1 During Q1’23, the Company reorganized its executive management team to align with its new business structure, which includes three reportable segments: (i) Americas; (ii) EMEA; and (iii) Asia/Pacific. Prior period information shown above has been recast to align with the Company’s business structure as of January 1, 2023. The Company’s reconciliation of total segment operating earnings to Income before taxes and equity in net income of associated companies was not materially impacted by this change. Certain amounts may not calculate due to rounding. Segment Operating Earnings Quarterly Segment Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 Q4'22 Q1’23 Q2’23 Q3’23 Americas $ 41.3 $ 19.7 $ 43.8 $ 37.1 $ 44.7 $ 47.7 $ 43.4 $ 40.5 $ 45.0 $ 52.1 $ 66.8 $ 59.5 $ 66.1 $ 69.0 $ 69.1 EMEA 24.3 15.4 22.9 29.8 32.7 30.6 25.8 22.0 23.2 20.1 15.5 17.6 27.6 25.6 27.9 Asia/Pacific 22.3 21.3 30.6 26.0 31.1 26.3 26.3 25.6 24.5 24.9 26.7 29.7 27.7 28.0 31.0 Total $ 87.9 $ 56.4 $ 97.3 $ 93.0 $ 108.4 $ 104.6 $ 95.4 $ 88.1 $ 92.8 $ 97.1 $ 109.0 $ 106.8 $ 121.3 $ 122.6 $ 128.0 Annual Segment FY'20 FY'21 FY'22 Americas $ 141.9 $ 176.3 $ 223.4 EMEA 92.5 111.0 76.4 Asia/Pacific 100.2 109.2 105.8 Total $ 334.6 $ 396.5 $ 405.6
Appendix Pro Forma Results
©2023 Quaker Houghton. All Rights Reserved 18 Full Year 2019 Pro Forma Reconciliation (dollars in millions) 2019 Quaker Houghton Divestitures Other (a) Pro Forma* Net Sales $ 1,134 $ 475 $ (34) $ (13) $ 1,562 Net Income (Loss) Attributable to Quaker Houghton $ 32 $ (3) $ (6) $ 10 $ 33 Depreciation and Amortization 45 31 — 3 77 Interest Expense, Net 17 33 (15) 35 Taxes on Income (b) 2 (1) (2) 3 2 EBITDA* 96 60 (8) 1 148 Combination, integration and other acquisition related expenses 35 44 — — 80 Gain on the sale of divseted assets — (35) — — (35) Fair value step up of inventory sold 12 — — — 12 Restructuring and related charges 27 — — — 27 Other addbacks (c) 3 — — — 3 Adjusted EBITDA* $ 173 $ 68 $ (8) $ 1 $ 234 Adjusted EBITDA Margin* (%) 15 % 14 % 24 % (4) % 15 % * Certain amounts may not calculate due to rounding, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin (%) as well as the total pro forma financial results presented for combined Quaker Houghton (a) Other includes: (i) additional depreciation and amortization expense based on initial estimates of fair value step up and estimated useful lives of depreciable fixed assets, definite- lived intangible assets and investment in associated companies acquired; (ii) adoption of required accounting guidance and alignment of related accounting policies; (iii) elimination of transactions between Quaker and Houghton; and (iv) an adjustment to interest expense, net, to reflect the impact of the new financing and capital structure of the combined Company. (b) Taxes on income related to both Divestitures and Other reflect each tax effected at the U.S. federal tax rate of 21%. (c) Other addbacks include currency conversion impacts of hyper-inflationary economies, a gain on the liquidation of an inactive legal entity and charges related to non-recurring non- income tax and VAT charges.
19 ©2023 Quaker Houghton. All Rights Reserved Full Year 2018 Pro Forma Reconciliation (dollars in millions) 2018 Quaker Houghton Divestitures Other (a) Pro Forma* Net Sales $ 868 $ 861 $ (53) $ (22) $ 1,655 Net Income (Loss) Attributable to Quaker Houghton 59 — (9) 17 66 Depreciation and Amortization 20 54 — 5 79 Interest Expense, Net 4 56 — (25) 35 Taxes on Income (b) 25 3 (3) 5 30 EBITDA* 108 113 (12) 1 210 Combination, integration and other acquisition related expenses 16 7 — — 23 Other addbacks (c) 1 2 — — 3 Adjusted EBITDA* $ 126 $ 121 $ (12) $ 1 $ 236 Adjusted EBITDA Margin* (%) 14 % 14 % 23 % (4) % 14 % * Certain amounts may not calculate due to rounding, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin (%) as well as the total pro forma financial results presented for combined Quaker Houghton (a) Other includes: (i) additional depreciation and amortization expense based on initial estimates of fair value step up and estimated useful lives of depreciable fixed assets, definite- lived intangible assets and investment in associated companies acquired; (ii) adoption of required accounting guidance and alignment of related accounting policies; (iii) elimination of transactions between Quaker and Houghton; and (iv) an adjustment to interest expense, net, to reflect the impact of the new financing and capital structure of the combined Company. (b) Taxes on income related to both Divestitures and Other reflect each tax effected at the U.S. federal tax rate of 21%. (c) Other addbacks include currency conversion impacts of hyper-inflationary economies, a gain on the liquidation of an inactive legal entity and charges related to non-recurring non- income tax and VAT charges.
20 ©2023 Quaker Houghton. All Rights Reserved Full Year 2017 Pro Forma Reconciliation (dollars in millions) * Certain amounts may not calculate due to rounding, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin (%) as well as the total pro forma financial results presented for combined Quaker Houghton (a) Other includes estimated increases to depreciation and amortization due to purchase accounting fair value adjustments and a reduction of interest expense based on the average borrowings of the period plus the purchase consideration under the Quaker Houghton facility estimated interest rates. (b) Taxes on income related to both Divestitures and Other reflect each tax effected at the U.S. federal tax rate of 21%. (c) Other addbacks include charges related to inventory fair value step up adjustments in the Wallover acquisition, currency conversion impacts of hyper-inflationary economies and other non-recurring charges. 2017 Quaker Houghton Divestitures Other (a) Pro Forma* Net Income (Loss) Attributable to Quaker Houghton $ 20 $ (47) $ (9) $ 9 $ (26) Depreciation and Amortization 20 55 — 5 80 Interest Expense, Net 1 51 — (16) 36 Taxes on Income (b) 42 42 (2) 2 84 EBITDA* 83 102 (11) — 175 Equity income in a captive insurance company (3) — — — (3) Combination, integration and other acquisition related expenses 30 10 — — 40 Pension and Postretirement benefit costs, non-service components 4 (1) — — 4 Cost reduction activities — 2 — — 2 Loss on disposal of helf-for-sale asset — — — — — Insurance insolvency recovery (1) — — — (1) Affiliate management fees — 2 — — 2 Non-income tax settlement expense — 1 — — 1 Other addbacks (c) — — — — — Adjusted EBITDA* $ 115 $ 116 $ (11) $ — $ 221 Adjusted EBITDA Margin* (%) 14 % 15 % 20 % — % 14 %
21 ©2023 Quaker Houghton. All Rights Reserved Full Year 2016 Pro Forma Reconciliation (dollars in millions) 2016 Quaker Houghton Divestitures Other (a) Pro Forma* Net Income (Loss) Attributable to Quaker Houghton $ 61 $ (37) $ (8) $ 7 $ 23 Depreciation and Amortization 20 55 — 5 80 Interest Expense, Net 1 51 — (14) 37 Taxes on Income (b) 23 (5) (2) 2 18 EBITDA* 105 64 (10) — 158 Equity income in a captive insurance company (2) — — — (2) Combination, integration and other acquisition related expenses 2 3 — — 5 Pension and Postretirement benefit costs, non-service components 2 (1) — — 1 Cost reduction activities — 4 — — 4 Impairment of goodwill and intangible assets — 41 — — 41 Full-year impact of Wallover acquisition — 3 — — 3 Affiliate management fees — 2 — — 2 Non-income tax settlement expense — 2 — — 2 Other addbacks (c) — 1 — — 1 Adjusted EBITDA* $ 107 $ 119 $ (10) $ — $ 215 Adjusted EBITDA Margin* (%) 14 % 16 % 22 % — % 15 % * Certain amounts may not calculate due to rounding, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin (%) as well as the total pro forma financial results presented for combined Quaker Houghton (a) Other includes estimated increases to depreciation and amortization due to purchase accounting fair value adjustments and a reduction of interest expense based on the average borrowings of the period plus the purchase consideration under the Quaker Houghton facility estimated interest rates. (b) Taxes on income related to both Divestitures and Other reflect each tax effected at the U.S. federal tax rate of 21%. (c) Other addbacks include charges related to a legal settlement, inventory fair value step up adjustments in the Wallover acquisition, offset by a gain on the sale of an asset, currency conversion impacts of hyper-inflationary economies and a restructuring credit.