EX-99.2 3 tv520510_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

1 First Quarter 2019 Results Investor Conference Call May 3, 2019 Quaker Chemical Corporation

 

 

Risks and Uncertainties Statement Regulation G The attached charts include C ompany 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 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 consis tent with similar measures provided by other companies. This data should be read in conjunction with the Company’s most recent annual report filed on form 10-K as well as the first quarter earnings news release dated May 2, 2019, which has been furnished to the Securities and Exchange Commission (“SEC”) on Form 8-K and the Company’s Form 10-Q for the period ended March 31, 2019, which has been filed with the SEC. Forward-Looking Statements This presentation contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in such statements. A major risk is that demand for the Company's products and services is largely derived from the demand for its customers' products, which subjects the Company to uncertainties related to downturns in a customer's business and unanticipated customer production shutdowns. Other major risks and uncertainties include, but are not limited to, significant increases in raw material costs, customer financial stability, worldwide economic and political conditions, foreign currency fluctuations, significant changes in applicable tax rates and regulations, future terrorist attacks and other acts of violence. Other factors could also adversely affect us, including factors related to the previously announced pending Houghton combination and the risk that the transaction may not receive regulatory approval or that regulatory approval may include conditions or other terms not acceptable to us. Other factors beyond those discussed in this Report, including those related to the Combination, could also adversely affect us including, but not limited to: the risk that a required regulatory approval will not be obtained or is subject to conditions that are not anticipated or acceptable to us; the potential that regulatory authorities may require that we make divestitures in connection with the Combination of a greater amount than we anticipated, which would result in a smaller than anticipated combined business; the risk that a closing condition to the Combination may not be satisfied in a timely manner; risks associated with the financing of the Combination; the occurrence of any event, change or other circumstance that could give rise to a material change in the share purchase agreement; potential adverse effects on Quaker Chemical’s business, properties or operations caused by the implementation of the Combination; Quaker Chemical’s ability to promptly, efficiently and effectively integrate the operations of Houghton and Quaker Chemical; risks related to each company’s distraction from ongoing business operations due to the Combination; and, the outcome of any legal proceedings that may be instituted against the companies related to the Combination. 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, you should refer to the Risk Factors detailed in Item 1A of our Form 10-K for the year ended December 31, 2018 as well as the proxy statement the Company filed on July 31, 2017 and in our quarterly and other reports filed from time to time with the SEC. 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.

 

 

Speakers Michael F. Barry Chairman of the Board, Chief Executive Officer & President Mary Dean Hall Vice President, Chief Financial Officer & Treasurer Robert T. Traub Vice President, General Counsel & Corporate Secretary Chart #1

 

 

▪ Volume growth of 3% results in relatively flat sales of $211.2 million despite a 5% negative foreign exchange impact and challenging end market conditions ▪ Reported net income of $13.8 million or $1.03 per diluted share ▪ Non - GAAP earnings per diluted share of $1.41 comparable to the prior year despite an approximately $0.06 per diluted share negative foreign exchange impact ▪ Combination with Houghton continues to progress and closing expected in the next couple of months Chart #2 First Quarter 2019 Headlines

 

 

Chairman Comments ▪ First Quarter 2019 • Non - GAAP earnings per diluted share of $1.41 comparable to the prior year • Net sales of $211.2 million benefited from increases in volume of 3% and selling price and product mix of 1%, but were offset by a negative impact from foreign currency translation of approximately 5% • Gross margin of 35.9% in Q1’19 increased compared to 35.6% in Q1’18 primarily due to pricing initiatives and the mix of certain products sold • Continued market share gains and incremental gains in gross margin offset declines in our underlying markets and approximately 4% or $0.06 per diluted share of negative foreign exchange ▪ 2019 Outlook • Expect foreign exchange headwinds and market challenges to continue in Q2’19, but also expect more favorable comparisons in the second half of 2019 as the headwinds we faced in Q1’19 began near the end of Q2’18 and gradually worsened throughout 2018 • Expect full year net sales and earnings growth for Quaker despite these market challenges • With respect to the Houghton combination, we expect to receive final regulatory approval and close the combination in the next couple of months Chart #3 “ Overall , I continue to be confident in Quaker’s future and I remain excited for the future benefits we will achieve through our upcoming combination with Houghton. ” – Michael F. Barry

 

 

▪ Q1’19 non - GAAP EPS of $1.41 comparable to prior year and adjusted EBITDA decreased slightly to $29.6 million compared to $30.9 million in the prior year primarily due to the negative impact from foreign exchange of approximately 4% or $0.06 per diluted share ▪ Net sales of $211.2 million decreased less than 1% as the benefit from increases in volume of 3% and selling price and product mix of 1% were offset by the negative impact from foreign currency translation of approximately 5% or $9.6 million ▪ Gross profit increased $0.3 million compared to Q1’18 on higher gross margin of 35.9% compared to 35.6% in the prior year primarily due to pricing initiatives and the mix of certain products sold ▪ SG&A increased $1.4 million in Q1’19 primarily due to the impact of higher labor - related costs and professional fees, partially offset by the positive impact from foreign currency translation ▪ Houghton combination - related costs (including interest) totaled $5.3 million or $0.35 per diluted share in Q1’19 compared to $6.1 million or $0.38 per diluted share in Q1'18 ▪ ETR of 26.8% and 29.8% in Q1'19 and Q1'18, respectively, include the impact of certain non - deductible Houghton expenses; ETR without these impacts and other non - core items in each quarter, would have been approximately 24% and 26% for Q1'19 and Q1'18, respectively ▪ Q1’19 net operating cash flow of less than $0.1 million decreased compared to $2.7 million in Q1’18 primarily due to higher cash tax payments as well as an increase in cash payments related to Houghton which more than offset a working capital improvement Financial Highlights First Quarter of 2019 Chart #4

 

 

Chart #5 Financial Snapshot ($ in Millions unless otherwise noted) Q1 2019 Q1 2018 Net Sales 211.2 212.1 Gross Profit 75.8 75.4 Gross Margin (%) 35.9% 35.6% SG&A 51.5 50.0 Combination-Related Expenses 4.5 5.2 Operating Income 19.8 20.2 Operating Margin (%) 9.4% 9.5% Non-GAAP Operating Income 24.3 25.4 Non-GAAP Operating Margin (%) 11.5% 12.0% Net Income Attributable to Quaker Chemical Corporation 13.8 12.7 GAAP Earnings Per Diluted Share 1.03 0.95 Non-GAAP Earnings Per Diluted Share 1.41 1.41 Adjusted EBITDA 29.6 30.9 Adjusted EBITDA Margin (%) 14.0% 14.6% Net Cash (Debt) 59.6 17.2 Net Operating Cash Flow 0.0 2.7 Effective Tax Rate ("ETR") (%) 26.8% 29.8%

 

 

Chart #6 Continued market share gains drive volume growth despite estimated declines in our underlying markets Product Volume by Quarter and Year in Thousands of Kilograms 100,000 140,000 180,000 220,000 260,000 300,000 30,000 40,000 50,000 60,000 70,000 80,000 Full Year Volume Quarter Volume Quarter Volume Full Year Volume

 

 

28.1% 35.0% 35.6% 32.7% 33.8% 35.9% 35.8% 37.7% 37.5% 35.5% 36.0% 25.0% 28.0% 31.0% 34.0% 37.0% 40.0% 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Gross Margin Percentage 35.6% 36.5% 36.5% 35.4% 35.9% 33.0% 34.0% 35.0% 36.0% 37.0% 38.0% Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Gross Margin Percentage Chart #7 Gross margin improvement quarter - over - quarter and sequentially Gross Margin Percentage Trends

 

 

FY 2008 – Q1 2019 CAGR: 11.4% +730 Margin bps Adjusted EBITDA* Baseline Historical Performance Chart #8 *Refer to Appendix and non - GAAP reconciliations; recast for changes in adjusted EBITDA presentation in Q1’19.

 

 

-$110 -$90 -$70 -$50 -$30 -$10 $10 $30 $50 $70 $90 $110 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Q1 2019 $ Millions Cash ST/LT Debt Net Cash (Debt) Chart #9 Continued strong balance sheet as the Company’s cash exceeded its debt ~ $60 million Balance Sheet Cash and Debt

 

 

APPENDIX

 

 

Chart #10 Non - GAAP EPS Reconciliation Q1 2019 Q1 2018 GAAP earnings per diluted share 1.03$ 0.95$ Equity (income) loss in a captive insurance company per diluted share (0.03) 0.03 Houghton combination-related expenses per diluted share 0.35 0.38 Pension and postretirement benefit costs, non-service components per diluted share 0.05 0.03 Currency conversion impacts of hyper-inflationary economies per diluted share 0.01 0.02 Non-GAAP earnings per diluted share 1.41$ 1.41$

 

 

Chart #11 Non - GAAP Operating Income Reconciliation ($ in thousands unless otherwise noted) Q1 2019 Q1 2018 Operating income 19,829$ 20,231$ Houghton combination-related expenses 4,483 5,209 Non-GAAP operating income 24,312$ 25,440$ Non-GAAP operating margin (%) 11.5% 12.0%

 

 

I = G + H H G = F - D F E = C + D D C = B - A B A Trailing Twelve Months Q1 2019 YTD Q1 2019 Last Nine Months 2018 FY 2018 Trailing Twelve Months Q1 2018 YTD Q1 2018 Last Nine Months 2017 FY 2017 YTD Q1 2017 Net income 60,585$ 13,844$ 46,741$ 59,473$ 26,018$ 12,732$ 13,286$ 20,278$ 6,992$ Depreciation 12,226 3,047 9,179 12,373 12,635 3,194 9,441 12,598 3,157 Amortization 7,300 1,812 5,488 7,341 7,448 1,853 5,595 7,368 1,773 Interest, net * 3,614 776 2,838 4,041 2,428 1,203 1,225 1,358 133 Taxes on income before equity in net income of associated companies 24,423 4,929 19,494 25,050 40,344 5,556 34,788 41,653 6,865 Equity (income) loss in a captive insurance company (1,684) (346) (1,338) (966) (1,583) 372 (1,955) (2,547) (592) Houghton combination-related expenses 15,325 4,483 10,842 16,051 26,072 5,209 20,863 29,938 9,075 Pension and postretirement benefit costs, non-service components * 2,605 896 1,709 2,285 4,245 576 3,669 4,235 566 Loss on disposal of held-for-sale asset - - - - 125 - 125 125 - Insurance insolvency recovery (90) - (90) (90) (600) - (600) (600) - Cost streamlining initiative - - - - - - - 286 286 Gain on liquidation of an inactive legal entity (446) - (446) (446) - - - - - Currency conversion impacts of hyper-inflationary economies 640 194 446 664 606 218 388 388 - Adjusted EBITDA 124,498$ 29,635$ 94,863$ 125,776$ 117,738$ 30,913$ 86,825$ 115,080$ 28,255$ Adjusted EBITDA Margin (%) 14.4% 14.0% 14.5% 14.5% 14.1% 14.6% 13.9% 14.0% 14.5% Chart #12 TTM Adjusted EBITDA Reconciliation ($ in thousands unless otherwise noted) * The Company updated its calculation methodology to include the use of interest expense net of interest income compared to t he historical use of only interest expense, and also to include the non - service component of the Company’s pension and postretireme nt benefit costs. Prior year amounts have been recast for comparability purposes.

 

 

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Net income 9,833$ 16,058$ 32,120$ 45,892$ 47,405$ 56,339$ 56,492$ 51,180$ 61,403$ 20,278$ 59,473$ Depreciation 10,879 9,525 9,867 11,455 12,252 12,339 12,306 12,395 12,557 12,598 12,373 Amortization 1,177 1,078 988 2,338 3,106 3,445 4,325 6,811 7,009 7,368 7,341 Interest, net * 4,409 4,805 4,024 3,585 3,691 1,936 (170) 961 852 1,358 4,041 Taxes on income before equity in net income of associated companies 4,977 7,065 12,616 14,256 15,575 20,489 23,539 17,785 23,226 41,653 25,050 Equity loss (income) in a captive insurance company 1,299 162 (313) (2,323) (1,812) (5,451) (2,412) (2,078) (1,688) (2,547) (966) Non-cash gain from the purchase of an equity affiliate - - - (2,718) - - - - - - - Equity affiliate out of period charge - - 564 - - - - - - - - Restructuring expense (credit) 2,916 2,289 - - - - - 6,790 (439) - - Executive transition costs 3,505 - - - 609 - - - - - - Houghton combination-related expenses - - - - - - - - 1,531 29,938 16,051 Verkol transaction-related expenses - - - - - - - 2,813 - - - Customer bankruptcy costs - - - - 1,254 - 825 328 - - - Pension and postretirement benefit costs, non-service components * 2,051 5,944 3,880 2,548 3,504 4,040 3,833 3,308 2,302 4,235 2,285 Cost streamlining initiatives - - - - - 1,419 1,166 173 - 286 - Loss on disposal of held-for-sale asset - - - - - - - - - 125 - Insurance insolvency recovery - - - - - - - - - (600) (90) Non-income tax contingency charge - - 4,132 - - 796 - - - - - Change in acquisition-related earnout liability - - - (595) (1,737) (497) - - - - - Mineral oil excise tax refund - - - - - (2,540) - - - - - Gain on liquidation of an inactive legal entity - - - - - - - - - - (446) Currency conversion impacts of hyper-inflationary economies - - 322 - - 357 321 2,806 88 388 664 Adjusted EBITDA 41,046$ 46,926$ 68,200$ 74,438$ 83,847$ 92,672$ 100,225$ 103,272$ 106,841$ 115,080$ 125,776$ Adjusted EBITDA Margin (%) 7.1% 10.4% 12.5% 10.9% 11.8% 12.7% 13.1% 14.0% 14.3% 14.0% 14.5% Chart #13 Adjusted EBITDA Reconciliation ($ in thousands unless otherwise noted) * The Company updated its calculation methodology to include the use of interest expense net of interest income compared to t he historical use of only interest expense, and also to include the non - service component of the Company’s pension and postretireme nt benefit costs. Prior year amounts have been recast for comparability purposes.

 

 

Q1 2019 Q1 2018 Net sales North America 95,253$ 91,820$ EMEA 56,288 62,055 Asia/Pacific 50,527 48,777 South America 9,142 9,403 Total net sales 211,210$ 212,055$ Q1 2019 Q1 2018 Operating earnings, excluding indirect operating expenses North America 20,872$ 20,365$ EMEA 8,782 10,293 Asia/Pacific 13,082 12,142 South America 1,197 635 Total operating earnings, excluding indirect operating expenses 43,933 43,435 Combination-related expenses (4,483) (5,209) Non-operating charges (17,733) (16,039) Depreciation of corporate assets and amortization (1,888) (1,956) Operating Income 19,829$ 20,231$ Chart #14 Segment Performance ($ in thousands)