Good morning, ladies and gentlemen, and welcome to the Platform Specialty Products Corporation's Third Quarter 2018 Earnings Results Conference Call. This call is being recorded. [Operator Instructions] It is now my pleasure to turn the floor over to Carey Dorman, Corporate Treasurer and Vice President, Investor Relations. Please go ahead, sir.

Good morning, and thank you for participating on our third quarter 2018 earnings call. Joining me this morning are our CEO, Rakesh Sachdev; CFO, John Connolly; Ben Gliklich, our EVP of Operations and Strategy; Scot Benson, President of Performance Solutions; and Diego Lopez Casanello, President of Agricultural Solutions. Please note that in accordance with Regulation FD or Fair Disclosure, we're webcasting this conference call. Any redistribution, retransmission or rebroadcast of this call in any form without the express written consent of Platform is quickly prohibited. Before we begin, please take note that unless otherwise specified, the results presented today relate to Platform's continuing operations and exclude any contribution from Agricultural Solutions, which was qualified as discontinued operations in Q3. Please also note Platform's cautionary statement regarding forward-looking statements in the earnings release and supplemental slides issued and posted today in connection with this 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 such statements as a result of new information, future events or otherwise. Please refer to Platform's SEC filings for more detailed description of the risk factors that may affect Platform's results. Please note that in the earnings release and the supplemental slides, Platform has provided financial information that has not been prepared in accordance with U.S. GAAP. For definitions and reconciliations of these non-GAAP measures to comparable GAAP financial measures, please refer to 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 and Presentations. It is now my pleasure to introduce Rakesh Sachdev, Platform's CEO, for opening remarks. Rakesh?

Thank you, Carey, and good morning, everyone, and welcome. In the third quarter, we are pleased to have reported low single-digit year-over-year growth in both sales and adjusted EBITDA, despite experiencing a modest FX headwind and softness in some end markets, particularly in Asia. This performance demonstrates the resilience of our business model and the importance of our company's diversification and highly variable cost structure. We are reaffirming our full year adjusted EBITDA guidance for the company, excluding Arysta LifeScience, in the range of $425 million to $445 million. Considering increased FX headwinds and existing market conditions, we do expect to come in at the lower end of that range. And this 2018 guidance includes about $5 million of the targeted $25 million in savings, which we expect to realize from the reorganization of Platform into Element Solutions. We're making good progress on this work stream and are pleased to have begun to realize these efficiencies. Please note that with limited exception in our discussion today, we will focus on continuing operations. This excludes any contribution from our Agricultural Solutions business, Arysta, which we agreed to sell to UPL in a transaction set to close in the coming months. We will update you further today on our progress regarding this transaction. But in summary, we are working towards a timely completion. As you can see on Slide 3, we reported third quarter 2018 net sales of $489 million and adjusted EBITDA of $108 million. Net sales grew 3% on an organic basis while adjusted EBITDA also grew 3% on a constant currency basis. Actual dollar results were impacted by modest currency headwinds, particularly from the Brazilian real and Chinese yuan. We saw organic growth across all our businesses. Positive end market dynamics help drive results in our industrial, graphics and…

Thanks, Rakesh, and good morning, everyone. I'm now on Slide 4 where we have a brief update on cash flow and our balance sheet. On a continuing operations basis, we generated $189 million of unlevered free cash flow year-to-date. We are looking at this number first on an unlevered basis as the continuing operations accounting puts virtually all our interest expense into these results and obviously does not yet reflect the new capital structure we expect to implement in connection with the close of the Arysta transaction. On a reported basis, we saw a negative cash flow of $44 million in our continuing operations, which is burdened by our legacy capital structure and its related interest expense. This still reflects $31 million of year-over-year improvement. On a similar continuing operations basis year-to-date, working capital investment remains in line with the prior year, and we expect a modest release in the fourth quarter, which is consistent with seasonal patterns. We expect the Element Solutions business to have a much more predictable and less volatile working capital profile than legacy Platform, which you can see in this quarter. Our outlook for net CapEx, interest and cash taxes is in line with our previous expectation on a continuing operations basis. From a balance sheet perspective, Platform's net debt, including discontinued operations, decreased by approximately $30 million from the second quarter to $5.1 billion, due to the translational FX benefit of a weaker euro and cash flow generation. Our cash balance, including discontinued operations was $403 million, and the revolver was undrawn at quarter-end. As we look forward, we expect to refinance most of our capital structure in conjunction with the closing of the Arysta transaction. In addition to less total debt and less leverage, we're also anticipating a lower cost of debt as we improve the credit profile of the business going forward. We look forward to sharing more detail on that when appropriate. With that, I'd like to turn the call back to Rakesh to provide additional color around our expectations for the rest of the year and an update on the Arysta transaction. Rakesh?

Thanks, John. On Slide 5, we discuss our expected outlook for the remainder of 2018, both financially and operationally. First, in line with our prior announcements, together with UPL, we are targeting December 31, 2018, for the closing of Arysta. We are working closely with UPL on the closing and related integration and both sides share excitement for the future. All necessary regulatory filings have already been made, and we have received antitrust approvals from Brazil, Colombia, South Africa and the United States amongst other jurisdictions. We believe we are making good progress on the remaining approvals. As previously announced, effective at close, we intend to rename our company to Element Solutions Incorporated and refine our organization and strategy to reflect a more nimble and efficient business profile. This is a significant change in internal strategy and structure, and we already made large strides in planning and executing against this objective. We're encouraged with the progress so far, both from an operational efficiency and cost saving perspective. We will share more about Element later in the call, and we look forward to unveiling more of this in the coming months and at the Investor Day that we are planning for the first half of 2019. With the anticipated closing of the Arysta transaction, we expect net debt at closing of approximately $1 billion. As we reviewed during our second quarter call, there are several swing factors, including working capital adjustment, that will affect our net proceeds at closing. As John stated, the Element business is expected to have cash flow that is more consistent and less seasonal than Platform had historically. I expect at closing leverage position should allow us to opportunistically execute our board-approved share buyback of up to $750 million and pursue other opportunities over the medium term.…

Thank you, Rakesh. On Slide 8, we've outlined our 2 primary businesses: first, electronics; and then, industrial and specialty. Our electronics businesses consist of device assembly solutions, circuitboard technologies and semiconductor materials. Our products in these businesses range from fluxes and adhesives to enable device assembly, to metal-based liquid chemistries to bond and protect connection points for PCB and semiconductor fabrication. These technologies are used in many, many products with consumer electronics, communication infrastructure and automotive electronics representing our largest markets. Our products are likely to be found in the cell phone in your pocket, the car in your garage and the TV in your house. Our industrial and specialty businesses include technologies that decorate the high-end finishes in your car or your bathroom and protect against corrosion and long-lasting metal equipment from car parts to oil and gas pipelines. We also enable printing processes that make the label on your water bottle or your bag of chips, as well as to facilitate the exploration and production of offshore energy sources. We believe our breadth and diversity provide resilience to our sales and profitability. As our consumable products are critical for production, our revenue is not based on our customers investing in new equipment or factories. It's based on production rates and content per unit. So during slower economic periods, when customers are not investing, our business does not go away. We believe this dynamic, combined with the highly variable cost nature of our operating model, allows us to deliver more stable and consistent performance. On Slide 9, we've laid out where our products reside in our customers' supply chains. As you can see, a key attribute to our business is our complementary product offering across various markets, which we believe enhances our positioning within customer supply chains and makes…

Thanks, Ben. Slide 11 summarizes the key attributes of the Element Solutions business model. As you've seen, Element will be a diverse business in terms of products, end markets and geographies. And we are selective about where we play, choosing to focus on attractive markets where we have or believe we can attain a leading position. From an innovation perspective, we are inspired by and responsive to our customers' needs and the needs of the OEMs that often specify our chemistries into their end products. Our R&D is therefore increasingly focused on the requirements for reliability, connectivity, miniaturization and sustainability. Ultimately, Element will be a customer-centric and results-oriented company through operational excellence and an efficient capital allocation strategy. The pairing of our commercial and innovation approach with a low capital requirements inherent in the model is a strong combination for resilient free cash flow growth. Now as we look towards Q4, we remain focused on completing the Arysta transaction and closing the year in line with our expectations. We made great progress on our initiatives so far this year and like to take this opportunity to once again thank our global teams who continue to deliver as we reshape the company. We're looking forward to our new chapter with excitement. And with that, operator, please open the lines for questions.

[Operator Instructions] And we'll take our first question from Neel Kumar with Morgan Stanley.

Seems like things are proceeding on time in terms of the Arysta transaction closing. I was just curious if you could comment on which regulatory approvals you're still waiting on?

Yes. So as we said, we filed in all the jurisdictions, we have been -- we have received a go ahead from several that we mentioned on the call. At this point, I would say that there are a few that are left. We are working with the European Commission, we are working with Mexico. And those are really the 2 big ones. Most of the others seem to be going on track. And that's where we are. There's nothing that we have received from any of the regulatory authorities that would indicate that we have to take a different course of action.

Okay. And then I was wondering if you could just offer any thoughts on the long-term margin potential of Element Solutions' pro forma for the cost savings? It seems that it will be around 23% margins. I know that you previously expected 50 basis points of gross margin improvement when you had -- with Ag solutions. So I was just curious if that's still a reasonable target for Element Solutions going forward?

Yes, absolutely. That's still our goal. Our goal is to get a margin expansion of 50 basis points a year. This year, we have been sort of affected and impacted, as you said, by a mix issue. Our industrial businesses have been growing much faster than our electronics business. There's an appreciable difference in the margin structure of that. But our margins in all the business are going up, except when you kind of put the mix together, it hurts us. And that's what happened. And within industrial, our Asia business was a little softer. And Asia represents a higher margin structure even within our industrial business. So we've had a mix issue. We understand that. But what's also happening on the positive side is a number of our advanced electronics businesses, which have a much higher margin than even our overall electronics businesses have started to grow. So our advanced assembly materials business in Alpha, which is where we go into the semiconductor side, that business is growing in the double digits. It's small right now but it's going to help us on the margin front. We've also got the Advanced Electronics Solutions business, where we've been investing for semiconductors. That was a growth business also for us in Q3. So I think they're very good signs that we are beginning to grow businesses that have a higher margin structure and that should pay us dividends. And of course, we've talked about the operating leverage. We don't expect to increase our fixed costs and SG&A overhead at the same rate as we grow our top line.

We'll take our next question from Daniel Jester with Citi.

So the slow down that you discussed in the high-end smartphone market, is that something that is a third quarter or fourth quarter event? Or is that something that could last into 2019, given the product announcement cycle in that market?

Yes. Listen, it's hard to say. We were expecting some pickup in the third quarter. We didn't see that. It was mostly in Korea. I would say for us, we are fairly insulated. We are a player with all the mobile phone companies around the globe. So there is a mix shift that's taking place between the OEMs and sometimes that temporarily affects us. But overall, I think as long as this market grows, and we expect the mobile market to be a growth market. It may not be growing as fast in the past, but we still think this is a growth area for us.

And then on -- you also commented about raw materials in your presentation about the impact that had on the margin. Can you just give us an update there what you're seeing? We're seeing that, I guess, across a lot of specialty chemical producers. So I'm just wondering what specifically you're seeing and what specifically you're doing to mitigate that as you go into next year.

Yes. So we've seen the raw material pressures for a while. We have actually mitigated that through a number of things that we are doing in our supply chains as well as through pricing. It's becoming a smaller issue. We don't have that much petroleum-based products that we use where we've had a significant inflation. Our inflation is probably a little less than many specialty chemical companies. But our supply chain groups are very focused in mitigating that, and hopefully, eliminating that in the quarters to come.

We'll take our next question from Jim Sheehan with SunTrust.

This is Pete on for Jim. How is organic growth currently trending in the fourth quarter? And how do you expect this to match up versus the FX headwinds you're experiencing just given what you've seen so far?

Yes. So listen, we grew 3% in Q3. I expect our Q4 growth to be a little higher, maybe 3% to 4%. We said we'll grow in the 3% to 5% range. I expect us to be in that range in Q4. So no different. The FX headwind is going to be a little more in Q4, which is why we said we'll probably be tracking towards the lower end of our guidance. We had a headwind, as you know in Q3. The headwind in Q4 is going to be somewhat higher.

Okay. And then are you seeing any signs of inventory destocking among customers in any of your end markets?

Nothing of note.

We'll take our next question from Aleksey Yefremov with Nomura Instinet.

This is Matt Skowronski on for Aleksey. Just to start off, with regard to offshore, how good is your visibility? In other words, how far in advance do your customers order? I know you mentioned it might be -- it could change this quarter because of the recent movements in oil.

It's slow. As you know -- and I'll ask Scot to comment on that. But 70% of our business is tied to production. 30% of our business is tied to new drilling rigs. New drilling rigs have been coming on. We obviously have a lot of visibility on the new drill rigs. We know kind of where they are in the whole process. On the production side also, we get some visibility. It's not to the same extent as new drill rigs. But I'll ask Scot, who is on the phone, maybe he could give you a little more color on that.

Sure, Rakesh. Matt, we get some -- we get very good visibility on our day-to-day production orders. Where things get a little bit more complex are on new big umbilical fills, which are tied to capital expenditure and new lines and trees and rigs coming on line. Those are little farther out. We generally get good visibility but the visibility may be out quite a ways and sometimes that could shift depending on the oil markets. But for -- as Rakesh said, for actual production and ongoing day-to-day drilling operations, we have a decent visibility into that.

Understood. And then forgive me if I missed it. But the $5 million in synergies to be realized in 2018, was any of that in 3Q?

A small piece. I think a couple of million.

We'll take our next question from Jon Tanwanteng with CJS Securities.

As it stands today, are you more biased towards repurchases now or M&A post-close? And if it is M&A, are you already cultivating that pipeline? Or are you waiting for the divestiture to close before you start pursuing assets?

Yes. This is Ben speaking. As I hope you heard from the call today, we're going to be measured in our capital allocation approach. At these levels, buybacks seem attractive. And so that would be the nearest term use of capital. Any future M&A would be measured, as we said, into areas where we have existing competence where -- or adjacencies. So complementary markets, adding capabilities, adding technologies. But at the moment, buybacks seem pretty attractive at these levels.

Great. And then you called out $20 million in run rate savings in 2019. What should we expect on a realized basis as we go through the year?

It will be a pretty large piece of that $20 million. Obviously, we are putting our plans together. We'll give you the cadence when we give you the guidance for 2019. But you can assume that all of that will be actioned, whether we get all of that in the P&L, we want to come back and give you that number.

We'll take our next question from Roger Spitz with Bank of America.

With regard to your new capital structure, in July, you provided an illustration of your pro forma capital structure where you refi-ed the revolver and loans. You still show the 5 7/8. It didn't show the 6.5s and 6s. Can you say if there's been any change in your thinking on your pro forma capital structure?

Sure, sure, Roger. So the $800 million of 5 7/8 notes from last year travel in the context of the transaction. So we'd anticipate those sticking around. With regard to other activities and refinancing, we'll communicate that with the market when we're ready. Obviously, we'll have quite a bit of proceeds coming in, and we'll be delevering pretty materially. It would be an attractive time to refinance much of the balance sheet.

And with regards to the off-balance-sheet AR-factoring facility and -- can you tell us what the balance was in September 2018 and will that travel with Arysta? And similar question on the on-balance-sheet vendor customer guarantees that sat in the working capital liabilities.

Sure, Roger. Sure, Roger. So we'll follow up with exact balances but the factoring relates to the Arysta business. So you shouldn't expect to see factoring with Element going forward.

We'll take our next question from Joseph Reagor with Roth Capital Partners.

A couple of minor questions. Most of my stuff has been touched on already. First thing, should we look at the Q3 income statement as essentially a clean view, like R&D expense, G&A expense, are those relatively where we should expect them to be? Or were there any kind of onetime movements in those.

If you look at the P&L for Q3 on a continuing operations basis, that's a pretty good proxy for Element on a go-forward basis. And we provided in an 8-K historical comparables for Element. That having been said, there is the corporate cost opportunity that we are executing against and that we've spoken to of about $25 million of savings, which we expect to realize on a run-rate basis by the end of 2019 that I would adjust for. The other difference is interest, where we are in these financial statements and historical financial statements, fully burdening the P&L with the complete balance sheet of Platform. And so obviously, the interest numbers will go down materially post-close.

Yes. I agree. So the SG&A that you see right now in continuing operations is obviously overstated because we're carrying the burden of the entire corporate cost in Element, which will reduce substantially. And as Ben said, the interest expense is related to the entire amount of debt, including the debt we took on to buy the Ag businesses, that's being tagged onto Element right now.

Okay. Fair enough. And then thinking about the balance sheet, the pro forma company. What's the comfortable cash level for you guys as you're doing this debt repayment and share repurchases? What's the safe number to assume you guys want to stay above?

So I think for cash in the business, minimum cash is somewhere between $100 million and $200 million.

Yes. I think you guys know that the volatility in the Element business is going to be far less. Because it's not as seasonal a business as our Arysta business is in the Ag space. So we think we can operate this business with cash on hand somewhere between $100 million to $200 million.

[Operator Instructions] We'll take our next question from John Roberts with UBS.

It's not that often that you talk about mix. How much can mix actually move your margins around or move your revenues around? I don't know whether it's a 1% factor or sometimes it could be as big as several percent. You mentioned high-end cell phones and things like that maybe being weaker. I would think sort of the -- a lot of the plating in appliance and auto is also down, which actually probably would be favorable mix, because that would be more lower-end product for you?

Yes. So listen, when you look at our average gross margin in the businesses, north of about 42%, 43%. But if you look at within these businesses, we have gross margins that range anywhere from 35% to 70%, right? So we've got any -- we don't disclose all the minutiae of all the segments. But it could make a difference. If the industrial business grows at the expense of the electronics business, it could put about 30, 40 basis points of margin impact on our margins.

We'll take our last question from Robert Koort with Goldman Sachs.

Chris Evans on for Bob. Looking at the new business profile for Element Solutions. Just curious if you see any areas that are still -- you got the electronics, and industrial specialties. Just curious if there's other end markets you'd like to expand into, or perhaps if there's any areas that you may not need going forward that -- as you still may have opportunity to optimize your portfolio?

Well, we are in pretty large markets. If you look at the addressable markets that we can address even with the businesses we are in, we estimate the total market is at about -- north of about $12 billion. So there's plenty of headroom for growth. We are in markets that are still very fragmented. We don't feel a compelling need that we have to do any transformation. I just want to make sure people understand that. And there's a reason why we are changing the name of the company from Platform to Element Solutions. It's no longer -- it should be considered as a Platform that just buys different legs, and we are very confident. I think the plans that we have put in place for organic growth. Of course, we're going to continue to look at M&A that makes sense. There are a lot of bolt-on opportunities and we're going to be very prudent in investing for both organic growth as well as making the right M&A acquisitions. But we have a lot of headroom for growth in the businesses that we are already in.

Great. And then maybe 2 quick ones on the electronics business. One, it's surprising de-rating in some of the peers that are more in the electronics or the semiconductor chemicals business. Just curious if you have any comments on any potential read across there. And just otherwise, maybe assembly and circuits, circuitboard solutions part of the business. Just curious given the quick refresh rate of consumer electronics, do you see that your products are aligned with where those end markets are going, or do you think there's any risk that maybe you'll have to start spending more cash to develop your products to meet changes in your end markets?

So I would say first on the semiconductor side. We are still a small player. We are growing nicely. This is a growth business for us. We have been investing organically. We're working with semiconductor companies to come on stream on their new platforms. We feel very good. But again, it's a smaller piece of our business. Our total semiconductor business, and our total electronics business is somewhere around 15%. And that's a growth business for us. As far as the surface chemistry business for us on the electronic side for circuit board, we have a leadership position in that, and especially our assembly business cuts across PC boards, across every industry and every application. So it's a lower growth business. The large PC board -- PCB business, but it's a great business for us. And we don't see the same dynamics, as I said, because we're a small player in semiconductors.

With regard to your comment about innovation in consumer electronics. I would say that, that helps us because we're on the leading-edge of technology with OEMs and PC board manufacturers. And so as they innovate more quickly, we're in an opportunity to shine and the higher the demands and the qualifications from the OEMs, the more margin opportunity there is for us. So that's a positive trend for our business.

Thank you. And there are no further questions at this time. So I'll turn the floor back over to Rakesh Sachdev for any additional or closing remarks.

Thank you. Again, I just want to thank everybody on the call this morning. And we're looking forward to obviously the transition that's going to be happening in the coming few months for Platform and then into Element. And we're really looking forward to sharing our forward-looking story about Element in the months to come. So again, thanks, everybody, for attending.

Thank you. This does conclude today's conference call. Please disconnect your line at this time, and have a wonderful day.