Mary Hall
Analyst · Jefferies. Please proceed
Yes. Thank you, Mike, and good morning all. Before I begin, let me remind you that comments made during this call include forward-looking statements, which are based on current expectations, estimates, projections and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially. For a discussion of these risks, please review the cautionary statements regarding forward-looking statements, included in our earnings release and then our 2019 Form 10-K filed with the SEC. These are available on our website. Please also note that we updated the risk factors in yesterday's first quarter 10-Q to address COVID-19 related issues. And these risk factors should be reviewed along with those in our 2019 Form 10-K. In our press release and in this presentation, we provided certain information, including non-GAAP earnings per diluted share, non-GAAP operating income and adjusted EBITDA as well as certain pro forma items in an effort to provide shareholders with better visibility into the company's core operations, excluding certain items, which we believe do not reflect our core operating performance. Reconciliations are provided in the appendix of this investor deck. We followed a similar review format for this deck as the one we used for our last couple of calls post combination, where our comparison periods show actual and non-GAAP results, as well as pro forma sales and pro forma adjusted EBITDA, as if we had been combined with Houghton throughout the periods presented. So please see Slide 6 and 7, and also the chart on Slide 8, while I review some highlights. When we had our Q4 earnings call in early March, we noted that we continue to face strong headwinds from global automotive and general industrial weakness that surfaced the latter half of 2019, as well as the stronger US dollar. COVID-19 at that point was generally considered a China issue. As March unfolded COVID-19 became a global pandemic, as Mike noted, significantly exacerbating the auto and industrial weakness already seen. So while our actual sales were up significantly to $378.6 million in Q1, this is due to the inclusion of Houghton and Norman Hay. On a pro forma basis, as this Houghton was also in Q1 of 2019, net sales were down 3%, which reflects negative impacts from lower volumes and foreign exchange, partially offset by additional sales from Norman Hay. Despite the challenges we faced in Q1, the company generated good cash flow and adjusted EBITDA, which was up 10% on a pro forma basis, the non-GAAP EPS of $1.38 was well above consensus of $1. Gross margin of 35.4% for Q1 was down from 35.9% in Q1 of last year, which is in line with our expectations and communications. We previously noted the somewhat lower gross margins in the legacy Houghton business due in part to the accounting treatment for FLUIDCARE, the chemical management business. If Houghton was included in the prior year, we estimate that our prior year gross margin would have been approximately 1% lower. This indicates improvement in the current quarter's gross margin, which largely reflects the procurement savings related to the combination that Mike mentioned. In the table on Slide 8, you can see a reported operating loss of $12.4 million in the GAAP section. But in non-GAAP operating income of $36 million in the middle section, the main non-GAAP adjustments are combination and restructuring charges totaling about $10 million and $38 million non-cash impairment charge in Q1 to reflect the write-down of our Houghton trademark indefinite lives [indiscernible], intangible assets to their estimated fair value. These were recorded at fair value at close of the combination on August 1, 2019, and tested for impairment during the fourth quarter of 2019. However, given the recent changes and business conditions as a result of COVID-19, we determined that these assets needed to be tested again and confirm their carrying value exceeded their current estimated fair value by approximately $38 million. As we noted in our 10-Q, as business conditions evolve, we will continue to reevaluate all our long-lived assets as necessary. In non-operating items, we reported a non-cash charge of $22.7 million for a final settlement and termination of legacy Quaker's US defined benefit pension plan, a process we previously disclosed. The offset is reflected in the accumulated other comprehensive income/loss account in the equity section of the balance sheet. Concurrent with this termination, the company paid approximately $1.8 million subject to final adjustment. Our reported effective tax rate was a benefit of 31.1% in Q1 2020 versus an expense of 26.8% in Q1 of last year. Adjusting for all one-time charges and benefits, we estimate our ETR would have been 22% this Q1 and 24% in Q1 last year. We currently expect our full-year ETR, excluding all one-time charges and benefits to be between 22% and 24%. Our non-GAAP EPS of $1.38 is down from $1.41 in Q1 last year due primarily to the additional shares issued in the combination, partially offset by the inclusion of Houghton and Norman Hay, sequentially non-GAAP earnings per share is up from $1.34 in Q4 of 2019, which included Houghton and Norman Hay and the additional shares. On Slide 9, we show the trend in pro forma trailing 12 months adjusted EBITDA, which reached $239 million as of Q1, up from $234 million at the end of 2019. This increase reflects the strong adjusted EBITDA performance in Q1 of $60 million, up 10% from pro forma Q1 last year of $55 million due to the inclusion of Norman Hay and the benefits of cost savings realized in the quarter from the combination. On Slide 10 we provide an update on our leverage and liquidity. Please note that we drew down most of the available liquidity on our revolving credit facility in March and an abundance of caution as COVID-19 went global and created significant uncertainty and volatility in all global markets. This drop was leveraged neutrals as the additional cash in our balance sheet is the direct offset to our debt. In fact, our reported net debt to adjusted EBITDA declined to 3.40 times from our year-end level of 3.47 times, as a result of good cash flow and the cost savings mentioned earlier. Our bank covenant ratio also improved from about $2.94 at year-end to $2.76 at the end of this quarter per the definitions in our borrowing agreement. We expect to continue to be in compliance with our bank covenants and we have strong liquidity to support these uncertain times. Our capital allocation decisions reflect these priorities, including an approximately 30% reduction in previously planned CapEx. As you know, we have a very asset light business model. And we also expect a release of working capital as sales decline to generate good cash flow, similar to the global crisis in 2008-2009. Our cost of debt continues to benefit from declining interest rates and was estimated at approximately 2.4% at March 31 versus about 3% at year-end. As Mike mentioned, we're encouraged by the additional cost synergies realized today and expected to be achieved overall. The increase in expected realized synergies this year from $35 million to $53 million, in addition to the cost reduction actions we have taken to address the global crisis and our history of generating good cash flow in downturn, all give us confidence in our ability to weather this storm. Thank you for your interest in Quaker Houghton. And now back over to you, Mike.