Quaker Houghton Acquires Operating Divisions of Norman Hay plc
Quaker Houghton (NYSE: KWR) has closed its previously announced acquisition of the operating divisions of Norman Hay plc, a private UK company that provides specialty chemicals, operating equipment, and services to industrial end markets, for a purchase price of 80 million GBP (~$98 million at today’s rates), subject to post-closing adjustments. Prior to close, Quaker Houghton received German regulatory approval as required.
The Company continues to expect the acquired divisions to have 2019 revenues of ~63 million GBP (~$77 million at today’s rates) and adjusted EBITDA of ~11.3 million GBP (~$13.9 million at today’s rates). The purchase price represents a multiple of ~7.1x of the divisions’ projected 2019 adjusted EBITDA.
Michael F. Barry, Chairman, Chief Executive Officer and President of Quaker Houghton, said, “We are very excited to close the acquisition of the operating divisions of Norman Hay plc and believe that this acquisition adds new technologies with good growth characteristics in attractive core market segments with high barriers to entry such as die casting, automotive OEM and aerospace. We also believe it provides a strategic opportunity to take advantage of external market trends such as the light-weighting of vehicles and 3D printing where we have the opportunity to leverage our global footprint and complementary geographic strengths. In addition, Norman Hay’s engineering expertise, which includes robotics applications, strengthens the existing equipment solutions platform inside Quaker Houghton and further positions the company for Industry 4.0.”
Norman Hay plc was established in 1946 as a decorative electroplating business and has evolved into a global specialty chemicals sealant, surface coatings and engineering group. The company is headquartered at its modern, state of the art production facility in Coventry, England. The company has approximately 400 employees with production and R&D facilities across Europe and the United States. For additional information regarding the Norman Hay operating divisions, please visit:
- Ultraseal (https://www.ultraseal-impregnation.com)
- SIFCO ASC (https://www.sifcoasc.com)
- Surface Technology (http://www.surfacetechnology.co.uk)
- Norman Hay Engineering (http://www.nhe.uk.com)
The information included in this public release references certain non-GAAP (unaudited) financial measures. 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 indicative of future operating performance or not considered core to the Company’s operations. The non-GAAP figures of Norman Hay plc’s adjusted EBITDA referenced in this release were calculated in accordance with the Company’s methodologies. The Company believes the non-GAAP financial measures provide meaningful supplemental information as they enhances a reader’s understanding of the financial performance of the Company and the acquisition, are more indicative of future operating performance of the Company, and facilitate a better comparison among fiscal periods, as the non-GAAP financial measures exclude items that are not indicative of future operating performance or not considered core to the Company’s or the acquisition’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.
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. 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 statements relating to the contemplated acquisition described above, our current and future results and plans, and statements that include the words “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan” or similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in such statements. A major risk is that demand for the Company’s products and services is largely derived from the demand for its customers’ products, which subjects the Company to uncertainties related to downturns in a customer’s business and unanticipated customer production 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. Furthermore, the Company is subject to the same business cycles as those experienced by steel, automobile, aircraft, appliance, and durable goods manufacturers. 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 the Company’s business could cause its actual results to differ materially from expected and historical results.
Other factors, including those related to the acquisition described above, could also adversely affect us including, but not limited to:
- potential adverse effects on the Company’s business, properties or operations caused by the implementation of the acquisition;
- the company’s ability to promptly, efficiently and effectively integrate the acquired business’ operations with those of the Company;
- risks related to disruption of management time from ongoing business operations due to the acquisition; and
- the outcome of any legal proceedings that may be instituted against the companies following announcement of the acquisition and transactions contemplated in the related purchase agreement.
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 amended, 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.
About Quaker Houghton
Quaker Houghton (NYSE: KWR) is the global leader in industrial process fluids. With a robust presence around the world, including operations in over 25 countries, our customers include thousands of the world’s most advanced and specialized steel, aluminum, automotive, aerospace, offshore, can, mining, and metalworking companies. Our high-performing, innovative and sustainable solutions are backed by best-in-class technology, deep process knowledge and customized services. With 4,000 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. Quaker Houghton will host an Investor Day on Wednesday, December 11, 2019 in New York City at the New York Stock Exchange. Visit quakerhoughton.com to learn more.
Quaker Houghton to Strengthen Portfolio and Capabilities with Acquisition of Norman Hay plc
Quaker Houghton (NYSE: KWR) has announced it has agreed to acquire the operating divisions of Norman Hay plc, a private UK company with a strong global presence that provides specialty chemicals, operating equipment, and services to industrial end markets.
Norman Hay plc serves a number of parallel as well as complimentary industries including aerospace, automotive, oil and gas and power generation through four divisions:
- Ultraseal – a leading global provider of impregnation technology, including porosity sealants, and associated chemistry and equipment for die cast components;
- SIFCO ASC – a leading global provider of surface treatment solutions through selective electroplating, anodizing, chemical solutions and engineering solutions;
- Surface Technology – a specialty provider of surface treatment solutions including coatings, thermal sprays, plating and other ancillary services; and
- Norman Hay Engineering – a leading provider of design and engineering services that support surface treatment plants and equipment for the Ultraseal, SIFCO ASC and Surface Technology businesses as well as additional third party industrial engineering applications.
Quaker Houghton focuses on delivering value-added service to their customers, something which the Norman Hay engineering design and manufacturing capability will further strengthen by providing expertise and solutions which will improve customer’s production efficiency and reduce costs. Norman Hay will also add impregnation chemicals and equipment, special coating and metal finishing businesses and process engineering capabilities to Quaker Houghton’s comprehensive global product portfolio. With the current trends toward light-weighting and portability, this acquisition will position Quaker Houghton for the future. This acquisition is expected to close in October 2019.
Michael F. Barry, Chairman, Chief Executive Officer and President of Quaker Houghton, said, “This acquisition represents an opportunity to add new technologies with good growth characteristics in attractive core market segments with high barriers to entry such as die casting, automotive OEM and aerospace. We also believe it provides a strategic opportunity to take advantage of external market trends such as the light-weighting of vehicles and 3D printing where we have the opportunity to leverage our global footprint and complementary geographic strengths. In addition, Norman Hay’s engineering expertise, which includes robotics applications, strengthens the existing equipment solutions platform inside Quaker Houghton and further positions the Company for Industry 4.0.”
Norman Hay plc was established in 1946 as a decorative electroplating business and has evolved into a global specialty chemicals sealant, surface coatings and engineering group. The company is headquartered at its modern, state of the art production facility in Coventry, England. The company has approximately 400 employees with production and R&D facilities across Europe and the United States.
About Quaker Houghton:
Quaker Houghton (NYSE: KWR) is the global leader in industrial process fluids. With a robust presence around the world, including operations in over 25 countries, our customers include thousands of the world’s most advanced and specialized steel, aluminum, automotive, aerospace, offshore, can, mining, and metalworking companies. Our high-performing, innovative and sustainable solutions are backed by best-in-class technology, deep process knowledge and customized services. With 4,000 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.
Reaching new heights with automated selective plating equipment
In aerospace manufacturing, the performance and reliability of components is paramount to delivering safe journeys, even in the face of extreme friction and temperature. But the challenges don’t end there. Environmental regulations and increased competitiveness within the industry mean that manufacturers must find efficiencies in all areas, making innovation and collaboration more crucial than ever. That’s why, when the time came for a world-leading aerospace manufacturer to review their surface finishing process, they turned to the market leader in selective plating to find an innovative solution.
Aerospace is an industry like no other, particularly with regard to surface finishing. Renowned – and rightfully so – for its robust standards around the manufacture, repair and maintenance of aircraft components, the industry places great demands on manufacturers. The performance of components mustn’t be compromised in the face of friction, extreme temperatures and corrosive environments, all of which they are exposed to daily. Alongside performance, the manufacturing process itself must adhere to stringent health and safety requirements.
In recent decades, this market-leading aerospace manufacturer has seen their surface finishing processes evolve as they’ve strived to achieve greater component performance for their customers – from brush plating in the 1980s to in-house tank plating thereafter. Now, as industry demands have become even greater and components are required to operate in ever-more challenging environments, a new approach was needed.
Automating the process
Automated processes are now the standard in many manufacturing facilities. SIFCO ASC’s collaborative approach to automating the selective plating process enables users to realize ergonomic, financial and manufacturing performance-related benefits.
This manufacturer required nickel plating on their internal and external diameters for a prebraze application. Automating the selective plating process provided the main benefits this manufacturer was looking for: decreased ergonomic risk, traceability and repeatability of the process, and increased quality outcomes.
As standard, selective plating uses a low volume of chemicals, reducing both the environmental and cost concerns associated with tank plating methods which can result in excessive material and environmental costs and waste. Additional, the custom design of the machine provided unique features and allowed the manufacturer to realize even further benefits in approximately half of the footprint once held by their tank plating line. By using a Fanuc robot with built-in tool changers and tooling storage, the automated selective plating process provides complete flexibility. RFID tags significantly reduce the potential for human error by ensuring tooling is plating the correct part, tracking chemical usage and wrap wear, and facilitating the process to handle a variety of products while ensuring consistent quality. What’s more, the manufacturer was also able to completely remove their scrubber system from service. By using portable filter exhausts, they are more energy efficient and have lower operating costs.
Now fully operational, the automated selective plating machine provides SIFCO ASC’s customer with a highly reliable and precise process, bringing its onsite component plating process in line with their reputation as a leading manufacturer in the aerospace industry. The results are clear to see: the surface coating is highly uniform; quality is consistently high; chemical usage can be precisely monitored; production is robust and levels of output consistent; and operator safety has been improved.
To discover more about the SIFCO Process®, visit www.sifcoasc.com
SIFCO ASC’s Derek Kilgore to Present Benefits of Automation in Free Webinar
World leading supplier of selective plating technology and solutions, SIFCO Applied Surface Concepts (ASC), is inviting you to learn more about the process of selective plating and the key benefits of automating the process by attending their webinar. Designed to deliver insights into overcoming the challenges faced by manufacturers and operators today, “Automation: The Key to Plating Efficiency” – the free-to-attend webinar – will provide expert information and advice for manufacturers.
Across all industries, the process of selective plating has become a trusted method of meeting the high demands placed on surface coatings – ensuring consistent quality and performance to protect critical components in even the harshest operating environments.
But as industry becomes even more competitive, efficiency is crucial. That is why more and more companies are investing in automation. Fully customized machines can be designed for repair or OEM applications to apply engineered deposits with minimal need for operator intervention – changing the perceived notion of a once highly manual operation.
By using real world examples, the webinar will highlight the key benefits of automating the selective plating process including safety, ergonomics, eliminating or reducing operator error, improving process consistency, data capturing and reporting, part traceability, optimizing solution management, reducing chemical usage and handling, and space savings.
Taking place on Wednesday, August 28th at 10am, “Automation: The Key to Plating Efficiency”– delivered by Derek Kilgore, SIFCO ASC’s Mechanical Design and Project Engineer – will help attendees understand why they should consider automating their selective plating operation, and explain their automation options – from programmable power packs to fully automated selective plating systems.
Derek says, “Our webinar is designed to provide attendees with expert insight into what is involved with automating a selective plating operation, and how it can drive greater efficiency, quality and safety. I’ll also share some real-world examples which will demonstrate the time and cost savings associated with the automated processes. This webinar will help manufacturers understand how they can maximize efficiencies, making them more competitive – elevating levels of quality throughout the industry.”
For more information, please contact 800-765-4131 or email SIFCO ASC at firstname.lastname@example.org.
SIFCO ASC drives quality, flexibility and safety with new TechnoPlate® power pack
SIFCO ASC, the world leading supplier of selective plating technology and solutions, has pioneered a solution to improve quality, flexibility and safety in the selective plating process.
The new power pack line, TechnoPlate® – which has been developed in collaboration with German-based Plating Electronics (PE) – equips users with the ultimate flexibility when it comes to selective plating. Its lightweight design means the power pack is 30% lighter than previous models, making it highly portable for use on the shop floor or in the field, perfectly complementing the plating process which can be applied in a dedicated workshop or as a truly mobile service. The TechnoPlate® units also offer the functionality to store up to ten application steps, negating the need for the operator to adjust critical settings such as volts, amps or polarity throughout the plating operation.
In addition to the TechnoPlate®’s greatly improved software features, built-in overload protection sees the unit immediately turn off output power if it becomes overloaded, improving protection and safety, while a detachable and adjustable control panel improves flexibility and usability. In practice, this enables the user to position the controller for use up to nine feet away from the unit for greater practicality in tight working spaces.
Derek Vanek, Technical Manager at SIFCO ASC, said: “The TechnoPlate® has been in development for more than two years as our team have worked to create a line of equipment which improves the selective plating process for users. The beauty of our plating process is that it is entirely portable, meaning it can be applied virtually anywhere, requiring only a power pack, plating tools, small volumes of solutions and a trained operator. By making the power pack lighter, easier to use and building in improved functionality, the selective plating process is more flexible than ever and delivers consistent quality every time.”
“Now we have the TechnoPlate® fully developed to perfectly complement the selective plating process, we’ll be showcasing it at SURFIN (June 3-5th) so our customers can test its functionality and speak to our team – who were instrumental in its development – to understand how they could benefit from using the TechnoPlate® themselves.”
The TechnoPlate®’s other features include dual input voltage (100-250V single phase), switch mode technology for greater accuracy and efficiency and pole changer, enabling a change of polarity with the touch of a button. A fully digital LED display and adjustable front cover also make for greater practicality and ease of use.
SIFCO ASC’s 15-amp and 60-amp TechnoPlate® units will be available for purchase beginning in July 2019 and further models will be added to the line later in the year. For more information visit: www.sifcoasc.com.
SIFCO ASC Receives Presidents’s “E” Award for Exports
On Thursday, May 23, U.S. Secretary of Commerce Wilbur Ross presented SIFCO Applied Surface Concepts (ASC) with the President’s “E” Award for Exports at a ceremony in Washington, D.C. In total, Secretary Ross honored 48 U.S. companies with the President’s “E” Award, the highest recognition any U.S. entity can receive for making a significant contribution to the expansion of U.S. exports.
SIFCO ASC provides practical, cost-effective selective electroplating solutions to improve part performance and reduce manufacturing costs through corrosion protection, increased wear resistance, increased hardness, improved conductivity, anti-galling and more. SIFCO ASC’s contract services, chemical solutions and equipment have been utilized for over 50 years on both OEM components and on parts requiring refurbishment in various industry sectors including: aerospace, oil and gas, power generation, general industry, and more.
“SIFCO Applied Surface Concepts has demonstrated a sustained commitment to export expansion. The “E” Awards Committee was very impressed with SIFCO Applied Surface Concepts’ more than 50 percent increase of export sales over the past four years. The company’s innovative design of product offerings to meet the needs of export markets was also particularly notable. SIFCO Applied Surface Concepts’ achievements have undoubtedly contributed to national export expansion efforts that support the U.S. economy and create American Jobs.” said Secretary Ross in his congratulatory letter to the company announcing its selection as an award recipient.
“The President’s “E” Award recognizes sustained growth in a company’s entire export sales over a four-year period. In the case of SIFCO ASC, this would include our standard export markets, sales into Canada and Mexico, as well as those from Cleveland in support of our sister locations in the UK, France and Sweden. Therefore, the “E” Award is truly in recognition all SIFCO ASC team members as well as our partners and customers globally. I would like to thank everyone at SIFCO ASC for their efforts in helping us reach this achievement,” noted Todd Romanski, International Market Manager for SIFCO ASC. “We would also like to extend our appreciation to US Commercial Services Cleveland, Ohio office and the Global Target Program at Cleveland State University for the help and support to SIFCO ASC in earning this recognition.”
In 2018, U.S. exports were the highest on record with U.S. services at $821.1 billion and U.S. exports of goods reaching $1.7 trillion, demonstrating how American private enterprise can not only survive, but thrive, in the international market.
American companies are nominated for “E” Awards through the U.S. and Foreign Commercial Service office network, located within the U.S. Department of Commerce’s International Trade Administration. Record years of successive export growth and an applicant’s demonstration of an innovative international marketing plan that led to the increase in exports is a significant factor in selecting the overall winners.
SIFCO ASC to share expert insights during free webinar
World leading supplier of selective plating technology and solutions, SIFCO Applied Surface Concepts (ASC), is inviting people within the aerospace industry to learn more about the processes of selective plating and selective anodizing by attending their webinar. Designed to deliver insights into overcoming the challenges faced by manufacturers and operators today, Spec’d In: Brush Plating & Anodizing for Aerospace – the free-to-attend webinar – will provide expert information and advice for manufacturers throughout the aerospace supply chain.
For the aerospace industry, efficiency is key when keeping up with the surge in demand currently being experienced by the commercial sector. Combined with legislative changes, particularly around the use of chemicals such as cadmium, those within the industry are facing several key challenges. The processes of selective plating and selective anodizing offer effective solutions, helping manufacturers to achieve the robust surface finishing standards of the industry.
Taking place on April 24, “Spec’d In” – delivered by Danijela Milosevic-Popovich, SIFCO ASC’s Research and Development Manager – will help attendees understand the selective plating and anodizing processes and how they offer efficient and portable enhancement and repair options for aerospace components.
Danijela said: “Our webinar is designed to provide attendees with expert insight into the use of selective plating and anodizing, and how these processes are helping to drive greater efficiency within the aerospace supply chain. The processes are already specified in overhaul and standard practice manuals, so this webinar will look at when and why these processes should be used over alternatives such as tank plating. We’ll also be sharing real-world examples which demonstrate time and cost savings associated with the processes, as well as how customers can use automation to improve quality and consistency in their plating operations.
“Within the aerospace industry right now, it’s both an exciting and challenging time. The sector is extremely buoyant with increasing demand, however, this places a strain on manufacturers throughout the supply chain, while the MRO market is under increased pressure to keep aircraft in operation for as long as possible. Our webinar will help manufacturers to understand how they can maximize efficiencies, making them more competitive and elevating levels of quality throughout the industry.”
Those wishing to join the webinar should head to www.sifcoasc.com/specd-in to register.
SIFCO ASC Presents: Plating in Grooves
SIFCO Applied Surface Concepts (ASC), the world’s leading supplier of selective plating technology, presented “Plating in Grooves” a webinar which covered alternative surface finishing methods, and plating techniques for o-ring grooves, recesses, keyways, threads, and other complex shapes.
With a positive outlook for the oil and gas market comes investment in new capital equipment, as well as refurbishment of old equipment to ensure the maximum lifetime value. With rigs operating sometimes 24 hours a day, 7 days a week, the constant wear and fatigue on the equipment causes corrosion, galling threads, ineffective seals, or worse.
The o-ring on the hydraulic cylinder provides a fundamental protection if it maintains proper dimension. But what do you do when your o-ring groove is out of dimension or damaged? Reaching these unique areas is not practical for your typical surface finishing techniques such as tank plating. In order to remain competitive, one must look for innovative ways to reduce costs while simultaneously reducing downtime and keep their equipment running longer.
The SIFCO Process® can be tailored to operate within many production processes and delivers accurate and controlled deposits. Learn about the groove plating technique and advancements from SIFCO ASC’s technical experts, Derek Vanek, Technical Manager, Danijela Milosevic-Popovich, R&D Manager, and Derek Kilgore, Mechanical Design and Project Engineer.
You can watch the webinar On-Demand! Business Review Webinars will be hosting the on-demand webinar on their site until November 2019.
For more information on SIFCO ASC’s oil and gas services, click here.
SIFCO ASC expands R&D team by welcoming Corrosion Engineer
World leading supplier of selective plating technology and solutions, SIFCO Applied Surface Concepts (ASC), part of Norman Hay plc, has expanded its R&D team by welcoming new Corrosion Engineer, Sarah Mederios.
With the global cost of corrosion – a problem that affects every industry – estimated to be $2.5 trillion, Sarah’s work, along with SIFCO ASC’s existing R&D team, will be critical in supporting customers to utilise solutions which meet their corrosion resistance needs. Alongside this, Sarah will employ her in-depth knowledge of corrosion to evaluate the use of other passivates, ultimately extending the service life of the deposit.
Sarah earned her Bachelor of Science in Corrosion Engineering with a minor in Business Essentials from the University of Akron in Ohio. She developed her industry experience during her time researching in an engineering co-op with the Lubrizol Corporation on industrial coatings and resins.
SIFCO ASC’s Group Managing Director, Lee Shelton, said: “We’re delighted to have Sarah on board as a new member of our team. She plays a key role in the future plans for SIFCO ASC. Sarah has a great deal of experience in corrosion and has already begun to visit customers to understand their specific corrosion challenges and assess how the SIFCO Process® would meet their requirements.
“It’s this proactiveness, combined with her expert knowledge, which positions Sarah as our in-house expert on corrosion, making her a perfect addition to the business.”
For more information on SIFCO ASC, visit: www.sifcoasc.com