Element Solutions Inc.

Good morning, ladies and gentlemen, and welcome to the Element Solutions Q2 2021 Financial Results Conference Call. At this time, all participants are in a listen-only mode. Later, you will have the opportunity to ask questions during the question and answer session. You can register to ask a question at any time by pressing star and one on your touchtone phone. Please note this call may be recorded. I will be standing by if you should need any assistance. I will now turn the call over to Varun Gokarn, Senior Director of Strategy and Finance. Please go ahead.

Good morning, and thank you for participating in our second quarter 2021 earnings conference call. Joining me are Executive Chairman Sir Martin Franklin, CEO Ben Glicklich, and CFO Kerry Dorman. In accordance with Regulation FD or Fair Disclosure, we are webcasting this conference call. Any redistribution, retransmission, or rebroadcast of this call in any form without the express written consent of Element Solutions is strictly prohibited. During today's call, we will make certain forward-looking statements that reflect our current views about the company's future performance and financial results. These statements are based on assumptions and expectations of future events that are subject to risks and uncertainties. Please refer to our earnings release, supplemental slides, and most recent SEC filings for a discussion of material risk factors that could cause actual results to differ from our expectations and predictions. These materials can be found on the company's website in the investor section under news and events. These materials also include financial information that has not been prepared in accordance with U.S. GAAP. Please refer to the earnings release and supplemental slides for definitions and reconciliations of these non-GAAP measures to comparable GAAP financial measures. It is now my pleasure to introduce Ben Glicklich, CEO of Element Solutions.

Thank you, Varun, and good morning, everyone. Thank you for joining.

Element Solutions had an outstanding second quarter. We're executing well against our strategy to capitalize on growth trends in our businesses, drive efficiency, and deploy strong free cash flows prudently to compound earnings growth. The momentum in our markets remains strong, and the contrast between the second quarter of 2020 and the same period in 2021 is stark. Our sales grew 52% year over year, lapping the most COVID-impacted quarter of 2020, while adjusted earnings per share doubled. Despite supply chain-related constraints, the electronics industry and the broader industrial economy continue to accelerate in the second quarter. Our core markets continue to see the benefits of the expanding secular megatrends of increasing electronics and automotive applications, rising adoption of electric vehicles, and increasing content in 5G-enabled mobile devices. Our team continues to demonstrate its ability to position our business well within these attractive growth markets. and to capture value above and beyond market growth. As expected, the increase in economic activity in the first half of 2021 stretched supply chains and created challenges that continued in the second quarter around raw material pricing, raw material scarcity, and logistics. The team did an outstanding job of navigating the effect of these factors, which combined with negative mix impacts weighed on gross profit margins relative to the first quarter. many raw materials have seen meaningful price increases. Inclusive of metals, we saw our raw material cost basket increase almost 10% sequentially. Freight costs increased materially and lead times significantly. Demand for logistics is far outweighing supply across nearly all transportation modes and regions as the global economy recovers. We expect this imbalance to continue into 2022. Our second quarter free cash flow partially reflects the decision to continue building stocks in case of persisting raw material shortages and associated longer lead times. It also reflects the broad impact of higher input prices. Shortages of semiconductors in the automotive supply chain also impacted our business in a quarter. Our industrial business saw muted growth from automotive customers in the Americas and Europe. However, this was more than offset by strong demand in the broader construction, machinery, and building products markets. The relationship between chip shortages in automotive markets and record demand in the broader electronics market is clear. We're benefiting from this demand in electronics more than we are suffering from the automotive market slowdown. Our expectation is that automotive demand will largely be deferred until additional supply comes online versus being lost altogether. Overall, these supply chain challenges are the product of a strong economic recovery and robust demand in many of our markets, which together are propelling our business to record levels. On slide three, you can see a summary of our second quarter financial results. We grew the top line 30% organically year over year and grew adjusted EBITDA by 57% on a reported basis. In constant currency terms, second quarter adjusted EBITDA grew 47%, and adjusted EBITDA margin expanded 50 basis points year-over-year. The primary driver of the year-over-year performance is our lapping the global manufacturing shutdowns that accompanied COVID-19 in the second quarter of 2020. However, when compared to the pre-pandemic 2019 figures, we grew net sales 28% and adjusted EBITDA 32%. Operating leverage on higher volumes drove an overall increase in margins year over year despite an increase in metal prices and are lapping a period of crisis level cost containment. Operating expense was higher sequentially but remains well controlled as international travel is still suppressed and we're harvesting the benefit of certain cost savings initiatives. We expect a modest sequential increase in OPEX over the remainder of the year as economies continue the process of reopening more fully. Our adjusted EBITDA margin was 27.8%, excluding the impact of the $107 million of pass-through metal sales in our assembly solutions business. The hallmark of this business is its strong cash flow, and we continue to reinvest those cash flows to support growth. In the second quarter, we announced two strategic, highly accretive acquisitions that we believe will provide our customers a broader range of technical solutions, our people growth opportunities, and our shareholders' accelerated earnings growth. Both acquisitions fit our criteria well. High-quality businesses that we deeply understand can be better inside ESI, represent good value, bring great people with them, and are available at reasonable prices. On June 11th, we announced our planned acquisition of Coventia for a purchase price of approximately 420 million euros, or $500 million at current exchange rates. This price represents a synergized adjusted EBITDA multiple of under 10 times based on Coventia's projections for its fiscal year 2021 ending in September. Coventia has been one of our unicorn acquisition targets for many years. It's a leading global specialist in industrial surface treatment technology with a long history in many of our existing and adjacent markets. Bringing Coventia into our family furthers our ability to support our global customers with industry-leading technology and service and opens new attractive markets for Element Solutions growth. I'll speak more about this exciting opportunity later in the call. On May 5th, we closed our bolt-on acquisition of the HK Wentworth Group for approximately $50 million net of closing adjustments, which represents a high single-digit adjusted EBITDA multiple before synergies. This is a business like our own with great technology, history, and promise. The Electrolube product line is an attractive adjacency to our existing electronics portfolio, offering high-quality solutions that meet the increasingly rigorous requirements to protect electronics hardware in demanding applications. We believe their conformal coatings, thermal interface materials, and other encapsulation products are purpose-built for the needs of next-generation mobile and automotive electronics. That business today generates approximately $45 million in annual net sales, But we see sizable opportunities ahead as we combine their capabilities with our market reach within the semiconductor and electronics assembly markets. While the global economy remains resilient, the pandemic appears far from over. The rise of more transmissible variants and the differential pace of vaccinations around the world represent real threats to global economic recovery, and more importantly, global health and safety. Throughout the past 18 months, we've put our people and our partners first, and that continues today. So while we're looking forward to spending more time together with our colleagues in person, Element Solutions continues to operate under enhanced company-wide health and safety protocols. We're deeply grateful to our colleagues who have remained focused on supporting our company and our customers throughout this extended challenge. Kari will now take you through our first quarter performance in more detail. Kari?

Thanks, Ben. Good morning, everyone. On slide four, we share additional detail on the drivers of organic net sales growth in our two segments. Organic growth for electronics was 25% in the second quarter, with all three verticals again growing at double-digit rates. Global consumer and automotive electronics markets sustained their high levels of demand in the quarter, and we lapped the worst of the COVID-19-related production shutdowns in Q2 2020. Strong demand from automotive and power electronics markets drove 37% organic growth in assembly solutions in the second quarter, which was the most impacted in the same period last year from the temporary declines in automotive electronics demand. Our circuitry solutions vertical grew 13% organically, driven by strong demand in China and the Americas for both mobile and automotive electronics. Semi-solutions grew organically 18%, experiencing similar end-market demand drivers for our wafer plating and advanced assembly products. Net sales in industrial and specialty increased 41% on an organic basis. Industrial solutions grew 61% organically, lapping the most COVID-19 impacted quarter of 2020. On a sequential basis, our industrial business saw demand hold up well from a strong first quarter. with strength in European construction and industrial manufacturing offsetting softer automotive production on the back of chip shortages and other supply chain challenges. Graphics solutions had a strong quarter, returning to organic growth of 11% year-over-year as a business on uptick in packaging sector demand in the Americas and Europe. Sequentially, the graphics business improved sales 15%, which is greater than we would expect from typical seasonality. Energy Solutions grew net sales sequentially and was flat year-on-year as the business continues to be impacted by slow deep-water drilling activity. Across our businesses, we experienced raw material inflation in the second quarter from metals and other inputs. Metals prices increased significantly. In many cases, these are contractually passed on to customers, although they impact margins as net sales grow with no contribution to profit. This impacted gross margins by more than 200 basis points in the quarter year-on-year. Other input price inflation in the quarter was significant but had a smaller dollar impact. We worked to offset price increases by passing them on to customers, although there is typically a lack effect. Gross margins were impacted on a sequential basis due to this dynamic. While we expect pricing actions in the second half to help moderate this inflation, certain costs continue to rise, particularly in logistics, which means we expect to continue catching up for the next several months at least. Overall, adjusted EBITDA margins still improved year-over-year in the second quarter. Slide 5 addresses cash flow in the balance sheet. We generated $72 million of free cash flow in the second quarter. We continued to make moderate working capital investments associated with stronger-than-anticipated quarter-over-quarter net sales growth, increased raw material prices, particularly on pass-through metals in our inventory, and some additional safety stock builds given continued supply chain disruptions. In total, our year-to-date working capital investment has been close to $70 million, primarily driven by this inventory build across both raw materials and finished goods. This is an investment that is necessary to provide the reliability and quality our customers expect from us. As we noted last quarter, in difficult times, we believe we can continue to differentiate ourselves through this business continuity. Our full-year free cash flow expectation of $285 million requires a modest working capital release in the second half, which we believe is reasonable baseline given our current working capital levels and the demand forecast for the balance of the year. Our net debt to adjusted EBITDA ratio at the end of Q2 was 2.4 times on a trailing 12-month basis. In June, we successfully priced and allocated a new $400 million add-on to our term loan to fund the majority of our proposed acquisition of Coventia. This debt, which is conditioned upon the closing of the Copendia acquisition and the finalization of the add-on documentation, has also been swapped to euros at a fixed rate of under 2% through 2025. This financing is expected to close concurrently with the Copendia acquisition. Strong demand and the affirmation of existing ratings from both credit rating agencies reinforces the credit market's recognition of our business quality and its stability. With that, I will turn it back to Ben to discuss our Coventia acquisition in more detail and provide an update on 2021 guidance.

Ben? Thank you, Kerry. Slide 6 provides more detail on Coventia.

This is an excellent business that aligns seamlessly with our acquisition criteria and a company that we've admired for decades. The business has projected revenues of roughly $190 million for its fiscal year ending September. It brings a global scale and capabilities with over 650 employees, 13 manufacturing facilities, and eight R&D sites around the world. Coventry represents a meaningful expansion of our industrial solutions business. More than 75% of their sales align with current solutions in our industrial business, and their strength in protective and anti-corrosion technology is a nice complement to our leadership in decorative applications, particularly in key growth markets in Asia. In addition to enhancing our positions in these large product categories, Coventia offers a portfolio of solutions in attractive and growing adjacencies, like light metal surface treatment, that we believe will become increasingly important with wider adoption of electric vehicles. Beyond the increased product breadth, we look forward to welcoming a world-class team to the ESI family, one which brings an infusion of experienced commercial and operating talent, as well as strong customer relationships built over several decades. We see a significant cost synergy opportunity, more than $15 million from the overlaps between our businesses, which we expect to action within two years of closing the transaction. But this is not a cost savings exercise. This is a growth acquisition. We believe this combination will accelerate growth for both companies by leveraging technological complementarity and enhanced customer reach. Subject to customary conditionality, we anticipate closing in September of this year. and look forward to updating you on our integration progress on future calls. Turning to our outlook for the balance of 2021, our updated guidance is on slide seven. Despite the ongoing challenges of COVID, our markets remain healthy, and our teams are executing well against our strategies to capture value beyond market growth. We expect third quarter 2021 adjusted EBITDA to be in the range of $125 to $130 million. We expect a similar demand environment sequentially in the quarter. And price actions taken in the first half should balance increasing logistics costs and modest travel and operating expense growth to arrive at this range. These results would represent year-over-year third quarter adjusted EBITDA growth of 25%, and this guidance assumes no contribution from the acquisition of Coventia. With visibility into second half demand trends, we're increasing our full year 2021 adjusted EBITDA expectation to a range of $505 to $520 million. We're also raising our expectation for full year 2021 adjusted earnings per share to at least $1.35, which is approximately 40% growth year over year. Embedded in the guidance is an expectation that we return to a more typical second half seasonal pattern with a strong third quarter driven by holiday demand and new phone launches and a sequential deceleration in the fourth quarter. This guidance also excludes any contribution from the Coventia acquisition, which on an annualized basis we expect to contribute approximately $35 million in adjusted EBITDA and about $0.07 per share in adjusted EPS this year. Our second quarter showcases our ability to execute on multiple fronts, both organically and through strategic capital deployment to best position this business for near-term and longer-term earnings growth. We continue to have high conviction around the secular megatrends powering our end markets and a demonstrated ability to invest prudently behind them. To wrap up, I'd like to thank all of our stakeholders for their continued support of Element Solutions, and in particular, to our talented and dedicated people who helped make this outstanding quarter possible. With that, operator, please open the line for questions.

And again, if you would like to ask a question, please press star and 1 on your touchtone phone. You can remove yourself from the queue at any time by pressing the pound key. We do ask that you limit yourself to one question and one follow-up. We'll take our first question today from Bob Cort with Goldman Sachs. Your line is open.

Thank you very much. Good morning. I wonder if you could talk a little bit about the step up in cash flow for the second half. Does that presume that you're able to draw down working capital and that some of the logistics costs ever? How do you get such a nice lift in the second half on cash flow?

Yeah, I appreciate the question. So we've been investing significantly in working capital over the first half of the year. Some of that is driven by raw material scarcity. Some of that is longer lead times. And we've seen sales grow significantly as well. As we look out to the back half of the year, that sales growth, that significant sales growth begins to abate. And so we should have stable working capital and even a release over the back half as opposed to the sizable investment we made in the first half, which accounts for the step up in cash flow to get to the cash flow guidance we're giving this year.

And, Ben, I don't know if you can give us help on Coventia, but I was just curious, you know, they have more of an autofocus and maybe a little bit less Asian presence than maybe in your electronics business. Is there an opportunity to leverage the electronics side of the house to bring in those industrial sales, and or do you do that already in the ESI industrial assets? Do we expect to see faster growth in Asia there? And then, secondly, do they pass through their zinc and other metal costs Or is that something that has to be negotiated?

Yeah. So across all of Element right now, there is a convergence in the automotive OEMs, where automotive OEMs are becoming increasingly large customers of the electronics business or their supply chains are. And we're trying to take advantage of the breadth of our touch points, the significant value we sell into that broader supply chain across all of our verticals. And bringing Coventia into the fold should, you know, be helpful to Coventia sales and also to elements overall relationships with OEMs because we are going to have a bigger seat at the table. With regard to the question around Asia, that's less of an opportunity around electronics, but more an opportunity around having more scale in the market and having more complementary products in the market and driving growth across both of our portfolios. The Coventia presence in Asia in anti-corrosion is very strong relative to our presence in Asia, which is more on the decorative side. So by combining those two, we have a better offering to customers, which should translate into more opportunities for growth going forward. Finally, with regard to metal pass-through, the dynamic around metal pass-through in our company is more in the assembly material side around things like tin and silver and less in our surface treatment businesses, whether that's electronics or industrial. However, we do have surcharges and the ability to take price when our price has gone up, which is something we've been actively pursuing, and Coventia has been pursuing over the past couple of quarters.

Great. Thank you for the help. Thanks, Bob.

Our next question comes from Josh Spector with UBS. Your line is open.

Yeah, hey guys, thanks for taking my question. So I guess first, you indicate strong demand into third quarter. Can I interpret that as sales X metals sequentially as relatively stable in both segments? And if that is a fair assumption, can you walk through the drivers of the sequential EBITDA decline and specifically trying to consider how much of that might be temporary that you guys recover in time? Thanks.

Yeah, I appreciate that question, Josh. Yeah, I think that a good baseline is for a stable top line from the second quarter into the third quarter. And so you're right to point out that there is a bit of margin pressure as we roll from the second quarter to the third quarter. And there are a couple of drivers of that. The first is logistics cost increases. And so we've seen significant rise in logistics cost on a percentage basis. over the past couple of quarters, and we don't see that abating. So that's a couple million dollars of headwind in the third quarter. The second is OPEX as we begin to travel a bit more normally. And we've had to add some heads to support what is a significantly larger business today than it was entering the year. That's offset by the pricing action that we've taken over the first half of the year and more in the second quarter. And so that's how you get to a modest decline on the EBITDA line on flats. on flat sales. What's transient or temporary in that framework? I'm not sure we're ready to say that this is a permanent environment from a logistics cost perspective. These are record levels, and so I'm not sure I'd extrapolate that for many years, and so we should have a bit of a tailwind from that over time. And similarly, raw material pricing actions or pricing actions to offset raw material pricing increases That's something we continue to pursue and should be contributing to profitability in the quarters to come.

Okay, thanks. And just a follow-up on the full-year guidance update. So last quarter, you were at $500 to $510 million, so a $10 million range. Now you're at a $15 million range. And I understand I'm nitpicking here, but with only two quarters left to go and good visibility on 3Q, Just curious what creates the additional uncertainty here and what perhaps are the bigger risks that you're seeing that you're accounting for?

Yeah, it is a nitpicking question. So, you know, the increased variability is driven by a couple of factors. The first is the increase in logistics costs and whether that's persisting or whether that abates. that gives us upside or a little bit of potential downside. The second is understanding the magnitude of the slowdown in the fourth quarter. Obviously last year was an anomalous year and we saw an acceleration into the fourth quarter. Whereas in many prior years, you see, you know, the fourth quarter being down 10 ish percent relative to the third quarter. We're expecting, as you heard in our prepared remarks that there is a slowdown in the fourth quarter, just fewer selling days with the holidays and also product launches drive a volumes higher in the third quarter than the fourth quarter. But we're not exactly sure what that order of magnitude is, hence a slightly wider range and a bit more variability in fourth quarter expectations.

Okay, thank you.

And again, that is star and one for your questions.

We do also ask that you limit yourselves to one question and one follow-up. We'll go now to Steve Byrne with Bank of America. Your line is open.

Yes, good morning. So, Ben, you were talking about the sequential decline in gross margins, and you provide some specific numbers around inflation in, you know, metallic RAS. And our real quick rough math here, if we back out to that, inflation in metallic raws, it looks like your gross margin was really kind of flattish, maybe even slightly up sequentially. I don't know if the rough math is right or not, but it's relatively resilient. And yet you said your non-metallic raws were up 10% sequentially. So is there something you were doing to offset it, or is this a mix shift? that helped offset that. Any comments on that would be helpful.

Yeah, I appreciate that question. And let me make a couple of comments around margins. So sequentially, margins were down. And about half of that is attributable to metal price inflation on pass-through metals, really that don't impact or aren't a reflection of underlying profitability of the products we're selling because we're passing through metal at cost. And about half of the sequential margin decline was driven by raw material price inflation and logistics cost inflation. We've taken significant pricing actions in the second quarter, which will offset the raw material price inflation that we've seen. And so we're really dealing with just logistics cost inflation as we look into the back half. You know, as we reflect, and if you recall the conversations we were having last year at this point, there was a significant concern about margin trajectory on the back of the, you know, crisis-level cost containment, cost reduction we took in 2020 and particularly in the second quarter and what would happen with the snapback in that cost to profitability. And this was in advance of any concept of the raw material and logistics inflation that we're seeing, which is an additional headwind as we think about year-on-year margins. And yet despite those dynamics and those significant headwinds, both on the OPEX line and on the raw materials line, on a year-over-year basis, our margins expanded in the quarter. The other way we're looking at things is if you were to exclude the impact of metal on sales, what was the incremental EBITDA margin on a year-over-year basis? And on a year-over-year basis, incremental margins, EBITDA margins were in the 30s, which is where we would expect them to be. if you exclude the impact of metal. So, you know, indeed, as you pointed out, Steve, the margin resilience in light of an inflationary cost environment is something we're quite proud of and a testament to the quality of the business. And the price actions we've taken and other execution we've delivered is responsible for that.

And just wanted to ask a little bit about what you're seeing in your electronics businesses, which of those three buckets are you seeing the most capacity expansion at your customer? And any comment on win-loss ratio of those capacity expansions with respect to whether you're getting the contract to supply that incremental, you know, chemical supply for the expansions.

Yeah, so I think it's well understood that the semiconductor industry is running at full capacity right now and making substantial investments to grow capacity. And we're a beneficiary of that, as you can see in our semiconductor segment results. But the chips that are going to be made, the additional chips that are going to be made as capacity comes online need to find circuit boards to go on to and need to be assembled into electronic hardware. And so that whole supply chain is seeing growth and first high utilization and second significant investment in additional capacity. And we're engaged at the high end of the technology curve with the largest market leaders in PCB fabs and also in electronics assembly companies to help support that capacity expansion at a time when smaller competitors are struggling to get raw materials. And so we do consider ourselves very well positioned to grow in excess of the market through share gain and are converting sales opportunities at a very high clip on an ongoing basis.

Thank you.

Our next question comes from John Tonwantang with CGS Securities.

Please go ahead.

Hi, good morning. It's Pete Lucas for John. You guys have covered a lot, so I'll just keep it brief. Can you dive a little bit more into your implied expectations for Q4 as it relates to what you're seeing in terms of customer inventories? They seem to be low across a number of industries. Are you basing your assumptions that they catch up in Q3, or do you think people are well-stocked already?

Thanks for the question, Pete.

So our guidance for the fourth quarter implies a slowdown, order of magnitude 10%, which is what we've seen, you know, on a sequential basis, which is what we've seen in 2018 and 2019 and the years prior, driven by fewer selling days and the fact that in Q3 there's typically a pickup. though what we've seen in the first half has been such buoyant demand that we're not underwriting to that same level of pickup. There's a bit of conservatism based into that. We're not expecting a substantial recovery in the automotive industry, for example, which has seen muted growth driven by chip shortages. So we're assuming normal seasonality and a continued tight environment around raw materials and logistics. to get to that slowdown.

Great, thanks. And then just last one for me in a bigger picture type question. Any update on the M&A pipeline beyond Coventia and if the capital structure is optimized currently for further acquisitions?

Yeah, absolutely. So we're always looking to bring great businesses into the fold that bring additional capabilities, technologies, customer reach to our customers. universe of customers and to compound value and earnings for our shareholders. The balance sheet is very healthy right now. And even pro forma taking into consideration the Coventry acquisition, we should be nicely inside of three times leverage at the end of the year. So we have some capacity from a balance sheet standpoint to deploy additional capital. We would do so in a very measured way. Should we, um, Should we find something or be in a position to execute something between now and the end of the year? More like the tuck-ins that we've done prior to the Coventry acquisition in terms of size and structure.

Very helpful. Thank you. We'll take our next question from Josh Silverstein with Wolf Research. Please go ahead.

Thanks. Good morning, guys. I know it was asked a little bit beforehand just on some of the working capital items. Were you suggesting that within the back half of the year, you're only going to get $20 million back of the roughly $60 or $70 million of working capital that you built up? I just wanted to clarify that.

Yeah, Josh. Yeah, so that is what is implied by our $285 million when you compare that to our updated EBITDA guidance. You know, the business overall has grown significantly versus 2020, and so you would expect some amount of working capital investment. But, yeah, we're expecting a moderation and a release that will probably come from inventories in the second half.

Got it. Okay. And just to add on that, if I'm thinking about looking at what potential free cash flow for next year could be, should I kind of think at least at a minimum it would be, let's just say, the 285 plus maybe – the remaining working capital, let's just call it $50 million, plus the Coventia acquisition on top of that to kind of get you over the $350 mark, potentially to $375 as kind of a base starting point? Or am I not thinking about that correctly?

You know, I think it's early for us to comment on 2022. And the biggest driver, obviously, other than Coventia contribution of free cash flow in any given year for us is going to be sales growth. So commenting specifically would take a view on sales growth. where our business grows in line with our long-term expectations of, you know, 3% to 4%, or, you know, hopefully higher than that, the working capital investment should be more modest than it would be this year.

Got it. Okay. Yeah, I mean, I wasn't assuming any sort of growth in that, so that's the minimum I was suggesting. And then the other thing you had mentioned on customer visibility or whatnot, it seemed like in the first quarter you had some limited visibility. Now you're talking about strong demand or at least having some greater visibility for the back half of this year. Were you guys being more cautious in terms of your visibility? Is it on the auto side, or is there something else you're just being cautious on?

Yeah, so I think we've always been clear that – We have visibility into the production lines where our chemistries are being used, but the key driver of revenue is the flow-through or the utilization of those production lines at our customer sites, and that's hard for us to see. Where we get confidence as we look out at the back half of the year is based on general industry commentary and the trends that we've seen over the past couple months and the order patterns that we've seen going forward. And so that's how we get a level of confidence around the second half guidance. With regard to the fourth quarter, we're relying on typical seasonality. That's what we keep referring to. In a typical fourth quarter, things slow down materially in November and further in December as we get to a holiday season. And that accounts for the decline that we would see in normal year. We're counting on that this year. Obviously, if If those slowdowns don't happen, there's upside. The other pocket of upside would be in the automotive industry, as we talked about, where chip shortages have been slowing growth within the automotive sector of our industrial surface treatment business. That's been more than offset by very strong demand in industrial equipment and machinery and building products and other applications for our industrial surface treatment technologies. If auto were to pick up, we'd see significant upside relative to the guidance we've given for the fourth quarter.

Awesome. Thanks, guys.

Our next question comes from Chris Shaw with Monash Crespi.

Your line is open.

Yeah, good morning, everyone. I thought I jumped out of queue because Pete asked my question, but I actually have another one. On the Conventia acquisition, Now, I was curious, is it more complementary than, you know, I guess I was trying to figure out maybe what the sort of status of the concentration in industrial surface treatment is in the sector itself. I mean, does this make you a major, major player, or are you still a sort of minor, you know, less than 10% of the market kind of player? I'm not sure how concentrated that industry is.

Sure, Chris.

So it really depends on how you define this market. We've always said we're market leaders in the niche markets in which we participate. And where Coventia gives us additional strength is in decorative coating and anti-corrosion coatings. So think about that as rust resistance and other protective coatings put on plastic and metal and then decorative coatings, coatings that make plastic plastic look like metal, for example, which have been hallmark markets and technologies that Element and its legacy companies have participated in. And the majority of what Coventia sells, about 75%, overlaps quite nicely in that market. And so we are going from market leadership to market leadership in that end market, or in those specific niche markets. But As we've said, this is a growth acquisition, and it opens additional interesting adjacent markets for us, whether that's from a geographical perspective. We were talking earlier in the Q&A about increased scale in Asia, which is an attractive market for us where we're underrepresented relative to our global market share, and also in light metal surface treatment. So it's a market we haven't been able to crack into. This is anodizing aluminum, which is increasingly important in electric vehicles for helping them become more lightweight. Coventry has a nice position in that market with great technology, and we can leverage our broader seat within automotive supply chains and at the OEM table to drive that business and drive growth. So this is both helping improve our market positions in some existing markets and opening doors in other very exciting markets for element solutions.

I guess to that end, you wouldn't anticipate any difficulty getting approval for the deal.

We communicated that we're on track to close this transaction on the 1st of September at this point, which reflects a level of confidence in getting it closed in a relatively short period of time.

Got it. Very helpful. Thanks.

And we will take a follow-up from Josh Spector with UBS. Your line is open.

Hey, guys, I was actually going to ask about the aluminum and convention. You kind of just went to that, so I'll leave it there.

Thanks. Thanks, Josh.

We have no further questions in queue at this time.

I would like to hand the call back over to Ben Glicklich for closing remarks.

Great. Thank you so much, Catherine, and thanks to everybody again for joining this morning. We look forward to seeing many of you in the weeks and months to come, and stay safe. Take care.

This does conclude today's program. Thank you for your participation. You may disconnect at any time.