Good morning, ladies and gentlemen, and welcome to Platform Specialty Products Corporation's First Quarter 2018 Results Conference Call. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to turn the call over to Carey Dorman, Senior Director of Corporate Development. Please go ahead.

[Audio Gap] Ben Gliklich, our EVP of Operations and Strategy; Scot Benson [Audio Gap] Any redistribution, retransmission or rebroadcast of this call in any form without the expressed written consent of Platform is strictly prohibited. Before we begin, please take note of Platform's cautionary statement regarding forward-looking statements in the earnings release and supplemental slides issued and posted today in connection with the conference call. Some of the statements made today will be considered forward-looking. All forward-looking statements are based on currently available information, and Platform's reported results could differ materially from those predicted. Platform undertakes no obligation to update the statements as a result of new information, future events or otherwise. Please refer to Platform's SEC filings for a more detailed description of the risk factors that may affect Platform's results. Please note that in earnings release and the supplemental slides, Platform has provided financial information that has not been prepared in accordance with U.S. GAAP. In accordance with Regulation G, Platform is providing reconciliations of these non-GAAP measures to comparable GAAP financial measures in both the press release and the supplemental slides, which can be found on Platform's website at www.platformspecialtyproducts.com in the Investor Relations section under Events & Presentations. For the purposes of this call, Platform will, in some cases, be comparing the same periods in 2018 and 2017 on a non-GAAP constant-currency basis and provide non-GAAP organic sales growth, as management believes that these figures provide a better comparison and understanding of the underlying business results for its operation. Please review the press release and the web deck for further information and reconciliations. It's now my pleasure to introduce Rakesh Sachdev, Platform's CEO. Rakesh?

Thank you, Carey, and good morning, everyone. I'm pleased to report an encouraging start to the year for Platform. Both our Performance Solutions and Ag Solutions segments saw meaningful organic sales and adjusted EBITDA growth in the quarter compared to Q1 of 2017. This quarter, Platform grew revenue 12% on a reported basis or 5% on an organic basis. Both segments demonstrated several bright spots of growth bolstered by strong products and generally healthy end-markets as well as a strong currency tailwind. In Performance Solutions, we saw strong organic sales growth in our major verticals as our core Electronic Solutions business accelerated, and both our Alpha Assembly Materials and Industrial Solutions businesses continue to benefit from the positive growth trend they have seen for several consecutive quarters now. Each of these businesses grew in the mid-single digits organically this quarter. In Agricultural Solutions, an organic sales increase of 6% was primarily driven by a robust late season in Latin America, particularly in Brazil, where the effect of the slow start in the third quarter of 2017 continued to generate sales into the first quarter of this year. We also had a positive start in North America. From an earnings perspective, our adjusted EBITDA grew 7% on a reported basis though we saw margins impacted by product mix and raw material inflation. We also experienced higher warehousing and logistics costs, which we expect to be temporary due to our ongoing manufacturing rationalization. The product mix issue was primarily in our Ag business, which saw delayed growth of higher-margin products partly due to cold weather in North America and Europe, which we expect to recapture throughout the year. Overall, we expect margins to improve over the course of the year and, as a result, we are reaffirming our current adjusted EBITDA guidance…

Thanks, Rakesh, and good morning, everyone. I'm now on Slide 7 where I will review our performance and expectations for cash flow and the balance sheet. As expected, Platform invested cash into working capital in Q1, primarily driven by seasonal patterns in the Ag business. The size of the investment is similar to Q1 of last year and within our expected range, but the late season in Latin America and delays in Europe caused slightly higher balances in both receivables and inventories in the quarter. We also continued to have some excess inventory builds in both Performance Solutions and Ag due to the plant rationalization activity, which Rakesh mentioned earlier, but see this unwinding over the course of the year. We expect our seasonal release of working capital to happen late in Q2 as it typically does and anticipate strong cash flow from that point forward. Our full year outlook on cash flow items remains unchanged, with cash interest guidance of approximately $300 million for the year as we capture the benefit of our term loan repricings and senior note redemption. We are also maintaining our cash tax outlook of $145 million to $165 million for 2018. Q1 is typically a high cash tax quarter for us as we settle on profits from the end of the previous year, particularly in LATAM. Finally, our net CapEx outlook remains unchanged from the previous view we provided of approximately $100 million for the year. Platform's net debt at the end of the quarter of $5.3 billion was impacted by FX translation increases to our euro-denominated debt balances in the quarter. Our cash balance was $413 million and the revolver balance was drawn at $52 million at quarter end due to the working capital investment I mentioned previously. We expect to continue to grow earnings and release working capital through the year, which should drive net debt down towards 5x adjusted EBITDA by year-end. We remain confident with our expectations for free cash flow generation this year and in the ability for Platform to delever meaningfully. With that, I would like to turn the call to Ben Gliklich to provide an update on the planned separation of our 2 businesses. Ben?

Thanks, John, and good morning. We'll keep the separation update brief as Rakesh touched on all the key points in his opening remarks. Overall, we remain on track for our separation, having effectively completed our operational separation requirements. As we've said before and as Rakesh reiterated this morning, we will continue to be opportunistic in pursuing separation alternatives and remain confident that the separation of our businesses is the best path to maximize value for our shareholders. I'll turn the call over to Rakesh now for closing remarks. Rakesh?

Thanks, Ben. And turning to Slide 9. We are reaffirming our full year 2018 adjusted EBITDA guidance in the range of $870 million to $900 million, which represents a growth rate of 6% to 10% over our 2017 adjusted EBITDA performance of $821 million. This guidance is based on end of March exchange rates. While our businesses and the end-markets are generally in healthy positions, there are several areas of pressure that we remain focused on mitigating. We expect both segments to demonstrate continued organic sales growth in the second quarter of this year. In Agricultural Solutions, we anticipate the later European season and the impact of pricing initiatives to drive growth. In Performance Solutions, continued healthy end-market demand should drive another quarter of growth in our electronics, Alpha Assembly Materials and industrial businesses. A more normal mix in electronics should help drive and enhance margin on growth in the segment quarter-over-quarter. Based on our 3 months of results and current outlook for Q2, we expect our 2018 results to reflect the high quality, high cash flow potential of our businesses and demonstrate the ability to outgrow their respective end-markets. Finally on Slide 10, I would like to finish by revisiting our priorities for the year. We remain focused on operating momentum, margin improvement and generating cash flow to reduce leverage. We also remain focused on a successful separation without sacrificing our ability to deliver strong operating results. We are optimistic that 2018 will demonstrate another year of strong results and delivery on our other core objectives. Now with that, we are happy to turn the call over to your questions. Operator?

[Operator Instructions] Our first question or comment comes from the line of Daniel Jester from Citi.

So at the end of 2017, if I remember correctly, I think there was about $10 million of savings left in the Performance segment from cost rationalization. And you mentioned that you had some higher logistics and warehousing costs in the quarter as you kind of work through some plant closures. Can you just talk about where we are on the savings program and how that should flow through the rest of the year?

Yes. So I'll give you some comments and Scot's here, too, and I'll let him speak, too. But we're in the process of rationalizing a few plants, mostly in North America. And we've had to build some inventory, as John pointed out. We had to create some extra warehousing, which was normal as part of our planned process, so we're incurring some additional costs now. We will get most of the benefits by the end of this year. We did not, obviously, see those benefits in Q1, but we feel pretty confident that -- as part of our plan that we are going to get those benefits. By the end of this year, we should get those. Scot, do you want to add something?

Sure, Rakesh. I'll just reaffirm what you said in that the second half of the year, Daniel, we look to be on track. We will have the plant rationalizations completed, and the savings that we're anticipating will definitely occur in the second half of the year. So we feel we're on track.

Okay, that's helpful. And then regarding the raw material inflation you're seeing out of China for your active ingredients in the Ag Solutions business, can you give us any more color about sort of specific active ingredients that you're seeing the most pronounced inflation in? And how much of this impact do you think is transitory because of some sort of one-time environmental-related shutdowns? Or how much of this could be a more long-term impact that may force you to kind of rethink about some of your procurement opportunities there?

I'll mention the size of the hit we are taking out now. I'll have Diego give you a little bit of more color. But in Q1, we probably took an inflationary increase of somewhere between $6 million, $7 million net. We see that coming down quite a bit in the second quarter and really being completely mitigated in the second half. I mean, there were a few active ingredients. Now the important point to note is that we are not single-sourced. We have the ability to source from multiple suppliers. And so it's going to be a combination of that, including some additional pricing that we are going to be putting in place to help us offset these increases. Diego, do you want to add some color?

Yes. No, I mean, I think just [indiscernible] what Rakesh said, I mean, the inflation has been -- or the situation in China has been both a tailwind and a headwind in Q1. On the headwind, I think we talk about this inflation impact. But it has been also a headwind because we have seen shortages in the market where we have been able to capture additional business, helping some of our customers because of our multisourcing position, right? So the fact that we not only multisource most of our key active ingredients, but we do this also in different geographies that has been a plus in Q1, too.

[Operator Instructions] Our next question or comment comes from the line of Neel Kumar from Morgan Stanley.

Just following up on your comments about being opportunistic with the Arysta separation with respect to separation alternatives, would you say that IPO is still your preferred path? And has your time line been pushed back a bit from the middle of this year as you weigh some of these alternatives?

So listen, Neel, we are on track as far as the timing. We said that we would be able to complete the separation as early as July. We are still -- obviously, there are other factors that could affect that timing somewhat. But having said that, I'm not going to comment on the mechanism of our separation. Suffice to say that we are committed to the separation. We have various alternatives, and we will choose the best option for our shareholders.

All right. And then in your slide deck, you had indicated an improved demand outlook for Offshore and Graphics. Can you give us a sense of what's embedded in your guidance for those 2 subsegments and how much growth you now expect in 2018?

So if you look at Q1, I mean, our 3 big businesses, our core electronics, our Alpha Assembly business and our industrial business, which make up almost 90% of Performance Solutions, they all grew at about -- in the mid-single digits. The Offshore business grew very slightly in Q1. The Graphics business was somewhat flat. And for the rest of the year, we are expecting that the offshore business will show some modest growth, and the Graphics business should also show a little bit of growth for the balance of the year. But again, I think all these businesses are consistently growing in the mid-single digits. The Offshore business, as I said, has showed small growth in Q1. We expect that to continue in the balance of the year. Graphics was flat and -- but we expect to start seeing some growth.

Our next question or comment comes from the line of Ian Bennett from Bank of America Merrill Lynch.

Following up on the comments on separation. If Platform decides to go down the IPO route, can you comment a little bit on what the timing and steps that need to be done in terms of filings with the SEC? Any key hires that you pointed out on your slides as well as if there will be TSAs with Arysta and Platform?

So -- this is Ben Gliklich speaking. As Rakesh mentioned, we remain on track for a separation, and the separation could come as early as July. Everything is coming according to plan. As you saw on the slides, we've started making hires and done the operational things that will facilitate the separation. With regard to the specific mechanism for the separation, we're not commenting on that. But as Rakesh said, we have alternatives, and we're going to choose the path that's best for our shareholders.

Okay. And for my follow-up, Rakesh, you mentioned some of the inflation headwinds earlier, $6 million to $7 million in the quarter. Just so I understand, is that year-over-year or sequentially? And could you help quantify the inflation headwind in the Performance business?

Yes. The inflation on the Performance business is actually quite small. We addressed that last year. We had some inflation. We took some pricing actions. So really, the inflation issue in Performance was a fairly small number in Q1. It was mostly in the Ag business. We did have a mix issue in the Performance business as well within the segments. In the core electronics business, some of the advanced electronic business growth is really pushed out to Q2 and later part of the year. That will help our margins. And as we start seeing more growth in the Offshore and Graphics business, that will also help our margins. The Alpha business has lower margins than the other businesses, as we have said. And Alpha grew very nicely this quarter, too. So it's more of a mix issue, which we think will normalize, but we're not really that concerned about the inflation issue in the Performance business.

Our next question or comment comes from the line of Jim Sheehan from SunTrust.

Could you talk about rising logistics costs and how you're managing through them?

Yes. The logistics costs were mostly related to -- we had to get some more warehousing space and some premium freight for deliveries as we are shutting down a couple of plants, which you can imagine is normal course. That affected us by a few million dollars in Q1. We think that that's temporary, as Scot mentioned. We expect that to be [ wound ] in the second half. We shouldn't have to see those extra costs in the second half. And that's where we are.

And could you also talk about your pricing power in Performance Solutions, specifically with Chinese automakers? How do you find those discussions? How are those discussions over pricing been going recently?

I'll let Scot comment on that. Scot, do you want to say something about that?

So -- yes. So we can't -- obviously can't talk specifically about how we handle pricing, but things are set by the market and by the competitive nature of the businesses we're in. We don't sell directly to the automakers, so we don't generally have discussions directly with automakers at all about pricing or cost of our materials into their supply chain. So -- but we're relatively comfortable with our capability to deal with pricing pressures everywhere in the world.

Having said that, I think -- just a follow-up on what Scot said, we do -- we will have some pricing opportunities, selective pricing opportunities in the Performance Solutions business, which we will communicate as we communicate in the marketplace. But that will happen when we're ready to announce some things.

Our next question or comment comes from the line of Bob Koort from Goldman Sachs.

It's Chris Evans on for Bob. I just wanted to ask about your '18 EBITDA guidance. Seems like the first quarter was pretty strong despite the headwinds you identified. I just wanted to get some context how the quarter shaped up relative to your original expectations. And then just looking -- I know one quarter doesn't make the year, but why you may have chosen not to narrow the range or make any other adjustments given the result?

Yes. I think the quarter came out pretty close to what we had expected. We are pleased, obviously, with the growth that we're seeing in the markets. The markets are helping, but we're also executing well. We like the fact that we saw some strong growth in Latin America in the Ag business, which is very encouraging. The second half of the year is a strong period for Latin America and that encourages us. Now having said that, we had a tailwind from FX in Q1. We'll probably have a slightly smaller tailwind in Q2 and probably have little or no tailwind year-over-year in the second half because the exchange rates had already played out in the second half last year. So it's the first half we will see the most benefit from FX and very small in the second half. We just want to be cautious because the FX rates continue to move around, and you know that even from the end of March, the dollar has strengthened some, but not -- we're still very comfortable with the range that we have given, but we want to just still see how the FX plays out in the coming few months and in Q2 and then we'll try and narrow this range down.

And just a quick clarifier. Just wanted to get some touch-up on your variable debt exposure, maybe just some sensitivities around what a move in LIBOR might do to your interest expense.

Sure. I'm happy to take that. So as you know, we've got a split of debt between term loans and bonds. The term loans are floating, but only about 1/3 of them actually float because we've got interest rate swaps on the balance that were fixed back 2-plus years ago at attractive rates relative to where LIBOR is trending now.

Maybe just for -- I mean, what would x move in LIBOR do, given all that, to your interest expense?

We can follow up on specific numbers, but note, 1/3 of our floating rate debt -- excuse me, 1/3 of our total debt is floating at the moment.

Our next question or comment comes from the line of Christopher Parkinson from Crédit Suisse.

A question around developments in Europe in Q2 so far. I'm wondering if you've seen any of that kind of delayed demand coming through in the order books in recent weeks or if we're still waiting a little bit to see that?

Yes. Can you repeat the question? I think you didn't come through in the first few seconds of your question.

Sorry about that. So just asking around Ag sales in Europe in Q2 so far. Wondering what you're seeing given the kind of delayed start to the season there. Wondering if you've seen some of that demand pick up or are still waiting to see it come through.

Sure. Diego here. We are confident about Q2 in Europe. In general, as we said before, we saw, I would say, colder-than-normal conditions in Central and Northern Europe. That has kept winter crops dormant in the east and slowed down development of [ horse seed ], bread and wheat in the West. But we see, for example, the Black Sea area, which was delayed, is already starting, and there was good snowfall, there's good moisture, and some early fungicide applications were affected. We're not very much represented in that particular business. We're very confident that we can deliver on our results in Q2 overall. It's also a very good condition in the south of Europe. There has been very good rains and good conditions for fruits and veg.

Got it. And then just quickly on Performance margins. I think we've touched on this a bit, but can you just kind of break out in 1Q what was kind of the hit to margin that you saw from the cost rationalizations versus what the impact of mix was?

Yes. So really, there are 2 things that affected our margin in Q1. If you look at year-over-year, I think, if I remember the numbers, I think our margins went down 90 basis points, EBITDA margin. And if you isolate the COGS inflation issue that we just talked about, which is roughly about $7 million or so, and also the product mix issue, which was about the same size, those 2 were about 150 basis points on our EBITDA margin. Now we feel pretty confident that those 2 will become less or nonissues as the year goes forward. Had we not lost that 150 basis points because of just those 2 issues, we would've shown a 50 basis point margin expansion in the year. I know you asked about MPS, but overall, I'm just saying, that's total for total Platform, part of it came from Ag and part of it came from MPS, but both businesses would have shown a margin expansion.

Our next question or comment comes from the line of Duffy Fischer from Barclays.

This is Mike Leithead on for Duffy this morning. I guess, on the separation, you continue to use the word separation instead of maybe IPO or spin first. So is there still a potential sale out there for this business? Or are we pretty much locked in at this point to a spin versus an IPO?

Listen, I think we've been pretty clear that we are in the process of separating these 2 businesses. These are 2 solid businesses. They will stand on their own. They'll do well. We have alternatives around the separation, and I'm not going to comment anymore on that at this time. And we're tracking well to where we want to get to.

Fair enough. And then on your Offshore business in Performance Solutions, I guess, now with energy prices feeling a bit higher for longer, can you just remind us what drives your performance in this business? I think most people generally look at oil prices and rig count. But if I remember correctly, there's some nuance in what drives orders and revenues for you guys.

Well, Scot can speak to this. But big chunk of our business is sort of maintenance of these rigs that are already in operation. But there's also a piece of our business where we provide these hydraulic fluids for new rigs. Obviously, it's the new rigs that got impacted because the CapEx investment was reduced as oil prices went down and the oil companies were spending less in exploration. That's going to come back and that's going to give us even more oomph in this business. But there's a big chunk of business that just moves on as the production goes on. So Scot, I don't know if you wanted to add some more color to that.

Yes. The only thing I would add to that, Rakesh, is that a portion of our business in this market is in drilling and drilling was -- saw a significant decrease over the last few years. So as drilling comes back, we will see some additional growth revenue. But as Rakesh said, most of our businesses is production, maintenance, production. So that has held fairly firm. And as CapEx investments come back over the next 18 to 24 months, we will start seeing [Audio Gap]

I think we lost Scot.

We'll start seeing revenue kick in from increased spend.

Our next question or comment comes from the line of Jon Tanwanteng from CJS Securities.

John, you said that at the end of 2018, you should be at 5x leverage. It's about $4.5 billion in net debt based on the high end of your adjusted EBITDA guidance. That implies about $800 million in cash generation from here to year-end? Is that about right? And would any proceeds from the separation be incremental to that?

No. So that doesn't assume any proceeds from separation. That's just what we expect to be able to deliver in terms of our EBITDA growth for the year, our release of working capital, our interest savings throughout the year. And we're thinking we'd be towards 5x, not at 5x.

So towards 5x, right? Just to give you a little more color on cash. So last year -- in the last 3 quarters, we generated about $300 million of free cash flow, if you go back and look at it. This year, obviously, we plan to generate more than that because our earnings are going to be higher, our interest expenses are lower. I expect that we will generate in the next 3 quarters somewhere between $350 million and $400 million of free cash flow. So I mean, that's a good number that you can use towards -- as you look at our overall free cash flow and how much debt we pay down.

Okay, perfect. And, Ben or Rakesh, if you do decide to go down the IPO route, can you comment on the ballpark expected capital structures for the SpinCo and the RemainCo, if you're able to.

We've already articulated previously our view on capital structure for these 2 businesses, what our target leverages would be for them as stand-alone entities and that thinking hasn't changed.

Our next question or comment comes from the line of John Spector (sic) [ Josh Spector ] from UBS.

Just a question on the plastics plating side of the business within Performance. Seen a number of specialty plastics producers talking about higher growth replacing metal with plastic parts already colored to metallic colors with a metallic feel and talking about that taking share from plastic plating. Is this anything that you guys are seeing? Is it small enough that it's still a niche application? Or is it something that your customers are considering more these days?

Scot, are you on the phone?

I'm here. I'm here. Sorry about getting cut off. There are niche applications for plating replacements. However, in the automotive industry, the specifications for wear resistance and corrosion, we feel, still continue to remain very positive [ about ] plating for the automotive industry. A lot of those replacement products, we think, are much more niche than mainstream automotive.

I'm showing no additional audio questions in the queue at this time. I'd like to turn the conference back over to management for any closing remarks.

Okay. Well, again, I just want to thank everybody for being on the phone. As I said, we feel we had a pretty solid first quarter. We're looking forward to updating you as we roll forward. We've got a lot of exciting things happening. Obviously, the business is performing well. And we are on track on the separation, and we'll keep you updated. So thank you.

Ladies and gentlemen, thank you for participating in today's conference. This concludes the program. You may now disconnect. Everyone, have a wonderful day.