Operator
Operator
At this time, I would like to welcome everyone to the International Flavors & Fragrances' Second Quarter 2018 Earnings Conference Call. All participants will be in a listen-only mode until the formal question-and-answer portion of the call. Participants will be announced by their name and company. In order to give all participants an opportunity to ask their questions, we request a limit of one question per person. I would now like to introduce Michael DeVeau, Head of Investor Relations. You may begin. Michael DeVeau - International Flavors & Fragrances, Inc.: Thank you. Good morning, good afternoon, and good evening, everyone. Welcome to IFF's second quarter 2018 conference call. Yesterday evening, we distributed a press release announcing our financial results. A copy of the release can be found on our IR website at ir.iff.com. Please note that this call is being recorded live and will be available for replay on our website. Please take a moment to review our forward-looking statements. During the call, we'll be making forward-looking statements about the company's performance, particularly with regards to the outlook for the third quarter and full year 2018. These statements are based on how we see things today and contain elements of uncertainty. For additional information concerning the factors that can cause actual results to differ materially from forward-looking statements, please refer to our cautionary statement and risk factors contained in our 10-K filed on February 22, 2018 and our press release that we filed yesterday. Today's presentation will include non-GAAP financial measures, which excludes those items that we believe affect comparability. A reconciliation of these non-GAAP financial measures to their respective GAAP measures is set forth in our press release that we issued yesterday and is available on our website. I would like to also remind everyone that all statements relate to future results and events, including the proposed merger, are forward-looking statements and are based on current expectations. Actual results and events could differ materially from those discussed here. Please refer to the information on the disclaimer slide as well as the additional information contained in the regulatory filings of both companies. With me on the call today is our Chairman and CEO, Andreas Fibig; and our Executive Vice President and CFO, Rich O'Leary. We will start with prepared remarks and then take any questions that you may have. With that, I would now like to introduce Andreas. Andreas Fibig - International Flavors & Fragrances, Inc.: Thank you, Mike. On the call today, our plan is to review our financial results for the second quarter and the first half of 2018. Provide an update on our financial expectations for the full year, excluding the impact of Frutarom and give insights into the strong progress we have made relative to the Frutarom transaction. Then, we will be happy to take any questions that you may have as usual. Starting with a recap of our first half 2018 performance, growth was strong across all of our key financial metrics and in line with the objectives we set out for ourselves earlier this year. Currency neutral sales increased 6% in the first half, with both business units growing 6%, respectively. New win performance, volume growth on existing business and price increases to offset rising material cost all contributed to consolidated growth. From a profitability perspective, currency neutral adjusted operating profit grew 5% as volume improvements and our focus to drive greater efficiencies throughout our business via costs and productivity initiatives continue to support overall profitability. Currency neutral adjusted EPS improved 10%, driven by improvements in adjusted operating profit, as well as a more favorable effective tax rate. I'm very pleased to also report that we are making strong progress against our four refreshed strategic priorities. Solidifying our position to drive differentiation, sales of our sweetness and savory modulation portfolio continued to grow strong double digits across all categories led by savory and dairy. PowderPure, our platform for clean label solutions, grew an impressive triple digits as we continue to scale this unique and differentiated technology. Performance with local and regional customers also remained strong, growing double that of our global customers. And it's a trend that we see across both business units. In Flavors specifically, our mid-sized go-to-market platform Tastepoint continues to deliver strong results, improving strong double digits in the first half of 2018. In terms of maximizing our portfolio, driving growth in our most margin accretive categories, cosmetic active ingredients continued its robust growth trend by improving very strong double digits. And hair care, home care, and toiletries improved high single digits. In Flavors, growth was strong in dairy and beverage, improving double digits and high single digits respectively. We also remain diligent in our focus to drive greater efficiencies in our business, allowing us to reallocate resources to efforts that drive the greatest returns. This yielded strong results in the first half 2018 as our cost of productivity initiatives, including zero-based budgeting, added approximately 5 percentage points of growth to currency neutral adjusted operating profit and EPS growth. All in all, we believe all parties are well-positioned in our strategy to drive long-term value for shareholders. Our pending transaction with Frutarom, which I will touch on in more detail shortly, will support and accelerate efforts across all of these pillars. With that, I would like to turn the call over to Rich. [07BDC1-E Rich O'Leary]: Thanks, Andreas. And moving on to our Q2 performance, currency neutral sales in the second quarter grew 5%. Growth was broad based as all regions and categories across both Flavors and Fragrances posted solid results. From a profitability standpoint, currency neutral adjusted operating profit declined 2% in the second quarter, as top line growth and the benefits associated with cost and productivity initiatives were more than offset by the impact of higher raw material costs, including the previously announced BASF citral supply issue. Pricing was up about 1.5 percentage points in the quarter on a consolidated basis. However, as expected, it did not offset raw material pressure in our Fragrance business unit. As we move through the back half of the year, we expect the price to raw material cost dynamic to improve as pricing takes hold in Fragrances. We are pleased that despite these challenges, we were able to achieve 8% currency neutral adjusted EPS growth as we benefited from a more favorable year-over-year effective tax rate and higher other income. Looking at our business unit performance for the second quarter, Flavors currency neutral sales increased 6% with growth coming in all categories and all regions. It should be noted that on a two-year average basis, growth was very strong at approximately 9%. North American Flavors improved 9% in the second quarter led by high-single digit growth at Tastepoint and strong new wins in beverage, dairy, and sweet. EAME increased 5% on a currency neutral basis led by strong double-digit growth in Africa and the Middle East, as well as mid-single-digit growth in Europe. Greater Asia grew 2% in the second quarter on a currency neutral basis. A strong double-digit growth in China and India was largely offset by softness in Indonesia and Thailand. Latin America increased 8% on a currency neutral basis led by strong double-digit growth in Argentina and Mexico. Flavors currency neutral segment profit grew approximately 6% led primarily by volume growth and the benefits from our ongoing cost and productivity initiatives. In terms of currency neutral segment profit margin, we achieved margin expansion year-over-year of approximately 10 basis points to 24.3%. Fragrance currency neutral sales improved 5% driven by broad-based region and category growth. From a category perspective, consumer fragrances grew 5% on a currency neutral basis. As growth was achieved in all categories led by double-digit growth in hair care, as well as mid-single digit increases in toiletries, home care, and fabric care. Fine fragrances improved 1% on a currency neutral basis against the very strong 11% comparison in the prior year period. Growth was led by double-digit increase in Latin America and low single-digit growth in North America. It should be noted that EAME and Greater Asia were soft. However, it was due to a strong year-over-year comparison of 19% and 25%, respectively. Fragrance ingredient sales were up 10% on a currency neutral basis with growth in three of our four regions, driven by improvements in volume and higher pricing related to raw material costs. From a profit perspective, Fragrance currency neutral segment profits decreased 9% on a currency neutral basis, as volume growth and cost and productivity benefits were more than offset by higher price to input costs, including the BASF citral issue. As I mentioned, as we move through the back half of the year, we expect the price to raw material cost dynamic to improve as pricing takes effect. In terms of currency neutral segment profit margin, our profit profile remains solid yet was under pressure year-over-year. Before I move on, I want to provide some more commentary on the raw material environment. Coming into the year, we expected mid-single digit raw material inflation in 2018, inclusive of the impact of the citral situation, with that heavier based in the Fragrance business unit. Since that time, cost inflation has picked up following a series of disruptions in the supply chain. There have been fires at several ingredient suppliers, increased environmental actions on suppliers in China, and to a lesser extent, rising oil prices. Based on what we're seeing today, we expect incremental inflationary pressure as we exit 2018 and head into 2019. It remains imperative that we achieve incremental price increases or identify other actions in unison with our customers to ensure we cover our raw material cost exposure over time. Operating cash flow was $55 million compared to $58 million for the first half of the year. Performance was primarily impacted by a product recall payment as we previously disclosed, as well as costs associated with the bridge loan commitment fees, the combination of which was approximately $40 million. In addition, there was an increased level of working capital. Working capital was primarily impacted by higher inventory due to rising raw material cost, increased volume associated with the pre-building of inventory related to citral issue, and higher than anticipated sales volumes. Over the course of the year, we expect all the elements of working capital to improve. From a capital allocation standpoint, we spent approximately $67 million in capital expenditures or about 3.6% of sales. And we continue to believe we'll spend approximately 4% to 5% of sales in 2018 on CapEx. Regarding cash return to shareholders, in the first half, we spent approximately $109 million on dividend payouts and $15 million on share repurchases. As part of the Frutarom combination, we have paused our share repurchase program as we prepare for the financing of the transaction and prioritize debt repayments going forward. Also, last week, our board of directors authorized a 6% increase in the quarterly dividend to $0.73 per share on the company's common stock. The increased dividend reflects the board's confidence in the cash generation potential and financial strength of the company. We will maintain a disciplined approach to capital allocation as we continue to accelerate growth through organic investments and strategic acquisitions, while returning significant capital to shareholders. As we look towards the balance of the year, I want to provide some commentary on our financial expectations excluding the Frutarom transaction. All of our currency neutral metrics have not changed. Based on our strong year-to-date performance and our current outlook for the second half of the year, we are reconfirming our previously stated full year currency neutral guidance. As world currencies versus the dollar continue to fluctuate, we do expect to see an impact in terms of our top line. Based on current rates, we believe that we will have a 2 percentage point benefit on consolidated sales growth versus 3% previously indicated. While many currencies have an impact, the largest is the euro to U.S. dollar exchange rate. On an adjusted profit and adjusted EPS basis, we anticipate the benefit of FX to be the same as previously communicated, due primarily to our 12 to 18 month rolling hedging program and movements of various other currencies. For your reference, please note that we remain hedged at approximately 80% on the euro, profit exposure at $1.15 for 2018 and are approximately hedged at 35% at $1.23 for 2019. With that, I'd like to turn the call back over to Andreas, who would walk you through an update on Frutarom transaction. Andreas Fibig - International Flavors & Fragrances, Inc.: Thank you, Rich. First, I would like to reiterate that we continue to be very excited about the combination and it will create a global leader in natural taste, scent and nutrition with an expected 2018 pro forma sales of $5.3 billion and it is a win for both companies' shareholders. Together, IFF and Frutarom will have a broader customer base, more diversified product offerings and an increased market penetration. We will instantly become a leader in natural solutions. We will also strengthen our exposure to fast-growing small and mid-sized customer accounts, gain new opportunities in attractive and fast-growing adjacencies and enhance our global reach. We also anticipate cost synergies through raw material harmonization, footprint optimization and streamlining overhead expenses. Additional cross-selling opportunities and integrated solutions are expected to provide revenue synergies to our shareholders over time. Both organizations have a strong talent base, comprising thousands of extraordinary employees globally. And through our integration planning work, we continue to be confident in the opportunities that lie ahead and the ability of the combination to accelerate profitable growth, enhance free cash flow, and generate greater returns for our IFF shareholders. Since the announcement of the deal on May 7, we really have made strong advancements towards the deal close, and I would like to give you an update on a few. On Monday, Frutarom received shareholder approval for the transaction. Of the votes cast at the special general meeting, about 95% were in favor of the proposed merger, representing approximately 75% of all outstanding shares. We are pleased that Frutarom shareholders have approved the combination with IFF, marking another milestone in our path to unlock the value creation potential of the combined company. We continue to have comprehensive pre-close meetings and discussions on talent, R&D, adjacencies, and business and functional integration to ensure that when this transaction closes, we are ready to execute and drive profitable growth by capitalizing on the best of both organizations. We also want to take a moment to reiterate our intention to remain listed on the Tel Aviv Stock Exchange upon completion of the transaction. Given the progress to-date, we now expect to close in the fourth quarter of 2018, earlier than our previously communicated timeline of six to nine months from May 7 announcement. This timing continues to be driven primarily by the completion of the remaining anti-trust reviews. To ensure the most successful integration, we have structured our approach in a very disciplined manner with strong and dedicated teams, foundational in our approach of four guiding principles. The first includes the establishment of a cross-functional team across both organizations directly involving about 75 people committed 30% to 100% of their time to the integration depending on the nature of their role. To complement and support this team, we have engaged external advisors such as leading consulting from across a variety of specialties. Our second core principle is to protect the core business and deliver the plan. As both organizations are entering the transaction as a position of strength, it's very important that we do not lose focus and continue to deliver strong financial performance. At the same time, the integration team is responsible for realizing our targeted cost synergies and capture cross-selling opportunities. Leading the integration for us is Francisco Fortanet and Amos Anatot for Frutarom. Francisco is the EVP of Operations for IFF and has extensive experience leading manufacturing procurement plus strong cross-functional leadership, robust commercial support and expertise bringing innovation to market. Amos is the EVP of Global Supply Chain and Operation for Frutarom and has a robust knowledge of the day-to-day operations at Frutarom and is actively involved in all business aspects. Together, both are excited and very engaged to ensure the successful completion and integration of our two great companies. Aligned with our second core principle to protect growth trajectory of both businesses, we are structuring our Day 1 Model to ensure that once the transaction closes, Frutarom will remain as a standalone unit for now and will maintain their current to go market strategy given they are a very customer-centric organization, it is critical that we limit the changes on the front end of the business. We want to ensure that there are zero disruption to customers and they continue to provide their products as effectively and efficiently as they have done in the past. To drive cost synergy realization, which I will cover in more details in a moment, we plan to leverage IFFs global expertise and shared service model. As time progresses, we will slowly centralize various group functions to further unlock value. Simultaneously, we intend to drive cross-selling to sharing our vast technologies and categories expertise across the organization. While going through the integration process, there will be areas where we selectively lift and shift as appropriate based on the long-term strategy of the business. One example is the cosmetic active ingredients where we are moving Frutarom's business into our LMC infrastructure. As we outlined on May 7, we plan to unlock significant cost synergies related to the Frutarom acquisitions. I'd now like to give you a bit more clarity on where the $145 million cost synergies target will come from and the estimated timing of this. We expect approximately 40% of the cost synergies targeted to come from procurement, as we accelerate the rationalization and harmonization of raw materials across both organizations. Activities include make versus buy, vendor consolidation, centralization of spend which will all contribute to the savings. Approximately 30% will come from operations, as we optimize the global footprint. Given the large infrastructure of both organizations, approximately 110 sites on a combined basis, there are a lot of potential options to optimize our combined footprint. Out of the anticipated $145 million of our run rate cost synergies, we estimate approximately 20% to 30% to come from streamlining of overhead expenses. It should be noted that less than 10% will come from business development as we are taking steps to ensure the preservation of the customer service levels at both companies. In terms of timing, we anticipate $145 million of run rate cost synergies for the third full year after closing with approximately 25% achieved in 2019, 17% in 2020, and the remainder in 2021. In addition to the cost synergies, and that's where I'm most excited about, we believe there's a strong potential to drive accelerated growth by capitalizing on revenue synergies. Stepping back not only does this combination create a global leader in taste, scent and nutrition, the combined organization will have the broadest customer base and strongest product offering and deepest markets penetration in our industry. With respect to customers, we at IFF are extremely well-positioned with global multinationals. Out of our approximately 3,000 customers, 50% of our sales are global customers where we are participant on nearly all global correlates. The balance, our sales, our local and regional customers, strategic focus for us where we are utilizing mid-tier customer go-to-market model like Tastepoint. Frutarom, on the other hand, has approximately 30,000 customers of which 70% are small, mid-sized, and private label accounts. By putting us together, we will have a very strong distribution network ranging from the largest global customers to start-ups and private label accounts. In terms of product, we pride ourselves in our ability to bring differentiating and unique innovation to the market. With approximately 8% of our sales spend in R&D, we have developed industry-leading technologies across various areas, including modulation, delivery, natural cosmetics and so on. And our pipeline right now is as well-filled as it was never in the history of IFF. Frutarom has a leading natural portfolio. 75% of their consolidated sales, as well as access to adjacent technologies, such as natural savory solutions, natural colors, natural food protection and health ingredients. The combination will create a comprehensive portfolio, with a potential for integrated solutions to offer our customers one of the strongest portfolios in the industry. Together, both organizations will further penetrate key markets around the world. IFF has a leading market share in Greater Asia and Latin America, as well as strong positions in North America and Western Europe. Frutarom is a great complement, as they have very strong exposure to key emerging markets and a complementary position in developed markets. While we haven't quantified the contribution of revenue synergies yet, we look forward to driving incremental growth by capitalizing on these uniquely beneficial positions. I would like to provide an update on the antitrust approval process. We are currently on-track, as all applications have been submitted to the eight countries that we needed to file. In June, we have already received approval in the U.S. and have recently received approval in Israel. The rest, we are waiting feedback and under normal circumstances, expect to conclude the process in the fourth quarter. Rich, can you please take us through deal financing consideration. [07BDC1-E Rich O'Leary]: Thank you, Andreas. Given our progress to-date and as we prepare for financing the transaction, we want to briefly give an update on the sources and uses of funds. From a source of funds perspective, we're providing approximately $2 billion of new equity to Frutarom shareholders at closing of the deal. We'll then be issuing about $2.2 billion of new equity issuance to the market. Of the $2.2 billion, approximately 67% is expected to become an equity and approximately 33% tangible equity units. From a debt standpoint, we'll be taking on approximately $3.1 billion of new debt financing. Within this debt financing, we'll be using a combination of 10 and 30-year U.S. dollar bonds, as well as Euro public bonds with maturities. The remainder will be cash on hand from the balance sheet. In terms of uses of funds, we'll be delivering approximately $2 billion of equity and $4.3 billion of cash to Frutarom shareholders. Then we will be retiring approximately $900 million of debt on both sides, on both the IFF side as well as Frutarom. All of this was done while maintaining our focus by keeping an investment grade rating. Back to you Andreas. Andreas Fibig - International Flavors & Fragrances, Inc.: Thanks, Rich. Let's summarize. We're very pleased with our performance of the first half of 2018. Sales growth was robust at 6% with growth across both business units. We also have achieved strong improvement in currency neutral adjusted operating profit and currency neutral adjusted EPS. Based on our year-to-date performance our current outlook for the second half of the year, we have reconfirmed our previously stated full year currency neutral guidance. On this strong foundation, we are pleased to have made great advancements towards the Frutarom deal close, faster than our original expectations. We are very excited that together, the combination of IFF and Frutarom will have a broader customer base, more diversified product offerings, and an increased market penetration. It will create a global leader in natural taste, scent, and nutrition with a very attractive financial profile in terms of growth, profit, and cash flow which is expected to unlock significant value for our shareholders. With that, we would now like to open up the call for questions.