Greetings, and welcome to the Quaker Chemical Corporation Third Quarter 2013 Results Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Michael Barry, Chairman, Chief Executive Officer and President for Quaker Chemical Corporation. Thank you. Sir, you may begin.

Thank you Christine. Good morning, everyone. Joining me today are Margo Loebl, our CFO; and Robert Traub, our General Counsel. After my comments, Margo will provide the details around the financials, and then we'll address any questions that you may have. We also have slides for our conference call. You can find them in the Investor Relations part of our website at www.quakerchem.com. I will start it off now with some remarks about the third quarter. Overall, I am pleased to be able to report that we had a good quarter, and we did so in a challenging environment. We had double-digit growth in earnings and EBITDA, and we generated strong cash flow. Let me now try to give you a sense of what we experienced in the quarter, and I will start with sales. Our overall sales were up approximately 2% for the quarter versus 2012. Our volumes showed similar growth. While the growth is modest in absolute terms, I believe it helps to look at it in context with our largest market, which is steel. On Slide 4, we have a chart from the World Steel Association, which shows steel growth by region for 2013 versus 2012 on a September year-to-date basis. One general takeaway is that China is the only significant area of the world where there has been growth generated. The other areas have a largely seen declines led by North America and Europe. So in 3 out of our 4 regions, we have had declining markets to overcome, and we have done so by continuing to take share in the marketplace as well as continuing to grow our new technologies from our recent acquisitions. Going around the regions, Europe is one of our most challenging regions relative to industrial market conditions. However, sales were actually…

Thank you, Mike. Good morning, everyone. Turning to the financial portion of this call, I want to reiterate that we are, at Quaker, are very pleased with the situation and continue to believe that we're going to deliver strong results despite the difficult global market environment. We announced sales of $184.1 million for the third quarter of 2013 compared to the third quarter of 2012 net sales of $180.9 million. Earnings per diluted share for the third quarter of 2013 were $0.95 per share compared to $0.83 per share for the third quarter of 2012, representing 14% earnings per share growth despite the market challenges. Further, the company had expected to receive recertification of a prior concessionary tax rate in Asia Pacific, which would have increased earnings an additional $0.08 per share in the third quarter, but the approval was delayed until earlier this month and is expected to be recognized in the fourth quarter. In the past, as you may recall, we started to provide a non-GAAP earnings per diluted share table in an effort to provide shareholders with visibility into our operations. But excluding certain items, which we believe do not reflect our ongoing operations, starting with, but not limited to, earnings related to Primex, our investment in the captive insurance company. As outlined in Chart 11, I will walk you through our non-GAAP adjustments in yesterday's earnings release. Please note that non-GAAP earnings per diluted share were $0.91 per share for the third quarter of 2013 compared to $0.80 for the third quarter of 2012, up 14% year-over-year. The adjustments to get to non-GAAP earnings per diluted share include a $0.09 per share and $0.03 per share amount related to equity income in a captive insurance company, Primex, in the third quarter of 2013 and 2012, respectively.…

Thank you, Margo. At this stage, we'd like to address any questions from any participants on this conference call.

[Operator Instructions] Our first question comes from the line of Mike Sison with KeyBanc.

In terms of the market share gains, can you give us a little color maybe by end market? I know in steel cold roll particularly, your market shares are very high. So is that an area that you're still gaining share or is it in the metalworking or maybe it's just across the board? But I just want to get a little but of color why you're doing so well.

Sure. It's pretty much across the board kind of thing. We are gaining share even in steel like you mentioned. We already have a pretty good position in the steel industry. But we feel people are valuing our total package of both products and services that we provide, and the breadth of products. And we've been increasing the amount of products we can offer to the industry over time. And I think all that together has allowed us to -- and our dedication to this industry has allowed us to continue to be seen us a leader and pick up share throughout the world. And even in our other industries as well, in metalworking and so forth, we've seen some picking up of shares well.

Okay, great. And then in terms of volume, if demand starts to pick up a little bit, can you maybe give us a heads up on what type of leverage you'll get? Your earnings growth this year and EBITDA growth has been pretty impressive in a sluggish investment. How would it look if demand gets incrementally better from here?

Well, we generally would say we think of our growth in a series of buckets. So hopefully, as our demand will pick up in the steel and auto market, our sales will grow consistent with that. And then, on top of that, we continue to hope to spread our new technologies out around the world. That's from a recent acquisition, so that should hopefully add some additional growth. At the same time, I know your question is how much of that leverage and fall to the bottom line. I tend to think of it relatively consistently. Hopefully it will be more than that but -- because we should have some leverage on our SG&A. But we haven't really given too much guidance around that, so I hesitate to throw anything out there.

Sure, no problem. And then final question. When you look about your balance sheet, continues to be in very, very good shape, any thoughts on redeploying that via acquisitions? Any good opportunities for you to broaden your technology or product lines in the next year or so?

Yes, we consistently look at making acquisitions. We've made in total probably 6 or 7 smaller type acquisitions over the past 3 to 4 years. And we continue to look for other opportunities. Both opportunities I kind of think of them as 2 buckets. One is the same kind of industries or product lines that we're in that we can leverage and have good synergies. And then there's other one that bring different technologies that we have, and then we can use our global infrastructure to take advantage of technologies in our customer base. And we're currently looking at opportunities everywhere. We never know when they're going to hit. But we're looking at opportunities in both those areas, as well as all geographical areas around the world. So we continue to hope to make it happen. But we also want to make sure we're smart about making acquisitions and certainly that they're going to add shareholder value like the ones we've made in the past.

Our next question comes from the line of Laurence Alexander with Jefferies.

I guess first of all, on the cost cutting and rationalization you've been doing, can you give a little bit more detail on the type of cutting you're doing, and to what degree you think it is structural or cyclical or likely to leak back to customers over the next 3 to 4 years? I mean is it part of an ongoing process or the structural change in your business model?

Sure. Yes, I mean when we look at our -- we constantly look at our business. We kind of look at it on an EBA basis. And certainly, looking at what's been happening in South America and Europe, or EMEA region, over the past year or 2, we felt that we needed to take some actions just to react to the market realities that we're dealing with in those geographic areas. We are making money in both South America and in Europe. But we felt we needed to take some actions to increase our profitability to the areas that should be. So we are making some structural changes. South America has been somewhat challenged because, from a cost perspective, the cost of doing business is very high down there, and salaries and other type of cost tend to go up almost double-digits each year, yet their growth has slowing down over time and that's caused the compression. So we made some structural changes in the way we organized our business down there. And that took place a few months ago. And then in Europe, we're making a combination of people changes as well as looking how we produce our product and where we can consolidate some things, and so we're making changes there to kind of streamline our activities. So we believe these actions are -- have good paybacks to them. And of course, obviously, as things pickup in Europe and so forth, we'll -- and we need to add resources again, we would do so.

And so I guess just to clarify on that. I mean because of the changes you're doing, if you do get a rapid re-acceleration in demand, you'll have to do some incremental CapEx or some new hires that would depress your incremental margins near term to keep up with this, like taking slack out of the system so to speak.

Yes, I mean, I don't think, from a CapEx perspective, we see anything. From a capacity, that's not a big issue for us. And I think in every place around the world, we're okay there even if things pick up. And then as -- certainly as business picks up and really would accelerate, yes, we would definitely add people where needed, like we have been over the past several years. We've added tremendous amount of people in Quaker. But we generally don't see a depression necessarily because we're getting the sales and the margin, product margin with that, at the same time we're adding people.

And then the market share, it's 2 related question on sequential issues. So one on the market share. It looks like over the course of the year, you've been picking up share each quarter. So if that's the case, if you think about the run rate that you're at now, how much of a tailwind, if you just annualize where you are now, would you be having year-over-year in 2014?

Yes, I understand that question. I don't have exactly a response to that because some of the benefits we're actually seeing in the third quarter now is based on share we picked up. It could have been -- some of it could have been in the fourth quarter of last year or the first quarter or second quarter. So it's hard for me to exactly pinpoint that, and we're actually putting together our plans for next year right now. But my sense is I still continue to see us have good growth. Again, I tend to think of our growth in these buckets of why we tend to grow the company. One is the inherent markets, which I think will be modestly growing. I think we'll continue to take some share in the marketplace. And I also think we'll continue to exploit our new technologies that we picked up in the recent acquisitions. I just don't have exact -- we generally don't give too much guidance around the exact proportion of each of those.

Understood. But I guess it's fair to say, it's probably more like low-single digits than high double -- than high single, low double of the tailwind.

For the market share gains in itself, right?

Right.

Yes, yes.

And then the other question on sequential trends. You mentioned you feel that the industrial markets have bottomed this year. Are you seeing any of the geographies improving sequentially above and beyond what you would have expected from normal seasonality, because I think a lot of other companies have been saying they're not seeing the normal September to October bounce particularly in Asia? Any color that you have on sequential trends would be helpful.

Sure. Yes, it's hard to say the fourth quarter because where we are and we're not through the fourth quarter. But certainly, we saw some sequential growth in both North America and Asia Pacific. And between the second quarter and the third quarter, I haven't seen any indication in the fourth quarter that would give me pause to say things are going to go backwards or anything. So again, in South America, as I mentioned, we're kind of down on an absolute dollar basis. But if you strip out the FX effects, they have improvement as well. So it's really -- so I kind of see the things either being flat or modestly up over the next several quarters.

[Operator Instructions] Our next question comes from the line of Liam Burke from Janney Montgomery Scott.

Mike, acquisitions are always a priority or a big priority in your uses of cash. Your cash balance is beginning to accumulate here. Your net cash balance is beginning to accumulate here. Are there any priorities you have for alternative uses of that cash?

Well, right now we believe the best way we can create value for our shareholders is to use that cash to make acquisitions. Again, either companies that are very close in that would have good cost synergies or other technologies that we could bring into our portfolio and exploit our global platform. So we feel both of those type of opportunities would be better shareholder creation of things for our shareholders than if we give the money back. However, having said that, if we find out over a period of time that it look like the cash is continuing to grow and we don't have those opportunities to make the acquisitions, we will find a way of returning that money to our shareholders in some way. So we're all about creating shareholder value, and so we'll figure out the best time when -- if we have to change from our acquisition strategy. But right now, we feel that's the best way of doing it.

Well, would you -- I mean would you go and just pay down debt -- continue to pay down debt, or would you look at debt versus returning cash to shareholders as 2 separate alternatives?

Well, right now we have paid down debt. All our debt is pretty much paid down that we can. So right now we're just building up cash. And so I think, yes, if we found again that we couldn't find an acquisition opportunity sometime in the future, we say, well, okay, it's time to -- we feel that's a limited opportunity for shareholders, then we would return it to shareholders in some other mechanism.

Okay, great. I know it's a long sales cycle and you've been taking share. Have you seen any competitive response in the marketplace as you begin to start increasing your positions in either the metal or metalworking businesses?

Well, we still have -- it's certainly a competitive marketplace. We have competitors, and competitors want to continue to stay in business. And so there is continued to be competition. So I don't want to, in any way, say there's not. So certainly there's give-and-take or responses at times. But overall, like I said, we've been fortunate enough to take share. And I think another dynamic in this, too, is our customer base. Our customer base are steel companies. And steel companies right now are not the most profitable organizations or companies right now. So they're feeling a lot of pressure as well. So that's a dynamic that's out there that could impact us. But so far, it hasn't, but it's just something to keep in mind as well.

Our next question is from Mike Harrison with First Analysis.

I believe you had expected some raw material pressure in the second half. From the looks of the gross margin, at least, it appears that raw materials were pretty benign or maybe even a little bit of a tailwind in the quarter. Can you just talk about the raw material outlook going forward in the next few quarters? Is it possible that we see those become a tailwind here?

We don't expect it to be a tailwind. It's been a relatively stable environment for raw materials. You are correct that when we talked in the third quarter 3 months ago, we had seen certain raw materials go up, and they have seen it different parts of the world, some of our raw materials go up. But then there's -- crude has also kind of been relatively stable recently. So overall, it's been relatively flat. It may have gone up somewhat here, but I don't think -- I don't get a sense they're going to go down anymore. We haven't gotten anything that would suggest when you look at our total portfolio, that they should increase dramatically or anything. But these are the kind of things that you can have a single event in the world tomorrow happen and the Middle East or something, and that just causes the markets to kind of go crazy. But right now as we've looked at it, we're in a very -- been in a pretty prolonged environment now probably for a year or so, where we've had relatively stable raw materials.

Okay, and just looking at the new segment structure in the 10-Q. It looks like pricing was down 6% in the Europe region. Is that a continuation of a trend? Is that more recent pricing pressure? And can you maybe talk about what's driving the price decline there?

Some of that could be product mix in how we do things. We have certain products that cost more than other products. And sometimes having the mixture of that where we could have -- in some ways we have like a lot of our contracts are negotiated, and some contracts just are -- have indexes to them. So for example, from the contracts, we may have -- go up-and-down with raw material. So some quarters or every 6 months when they adjust, the pricing can go up or down and that kind of keeps our margins relatively consistent, but the pricing can fluctuate. So I think it's probably a combination of indexes on contracts changing as well as product mix issues.

But it isn't the case that you're seeing any additional competitive pressure or anything that's changed in that regard?

Not across the board.

Here or there.

I mean there's always bits and pieces. But I wouldn't say like our pricing there are falling everywhere and anything like that.

Okay, and then the last question is just in terms of the steel plant, your expectations of new steel plants coming on stream. Do you have any new steel plant wins to discuss? And what would be your outlook for the next few quarters on new plants?

Yes, I mean the last information I had, I think there were roughly 9 or 10 new steel plants coming up in 2013, and we approximately won 80% of those. So I do not know of any additional ones being built for '14. There's always new plants being built. And we've been relatively consistent over the past several years as people build new steel mills and so forth. We've gotten a pretty good amount of share of these new mills coming up. And we would expect that to continue.

Mr. Barry, it appears we have no further questions at this time. I would now like to turn the floor back over to you for closing comments.

Great. Thank you, Christine. Okay, we will end our conference call now. And I want to thank all of you for your interest today. We are pleased with our results in the third quarter. And we continue to be confident in the future of Quaker Chemical. Our next conference call for the fourth quarter results will be in late February or early March. And if you have any questions in the meantime, please feel free to contact Margo Loebl or myself. Thanks again for your interest in Quaker Chemical.

Ladies and gentlemen, this does conclude today's teleconference. You may disconnect your lines at this time. Thank you for your participation and have a wonderful day.