Michael Wilson
Analyst · Wells Fargo
Thanks, Jack. Good morning, everyone. Thank you for joining us this morning. We appreciate your interest in Ingevity. Before we dive into the results, just a heads-up that our prepared remarks this morning will be a bit longer than usual as we have a lot of ground we would like to cover. With that, if you'll turn to Slide 4, you'll note some highlights for the quarter. As expected, we finished the year with strong performance in the fourth quarter. Despite continued macroeconomic pressure, particularly in industrial applications, we benefited from growth in end-use applications that are driven more by regulation, technology adoption, and infrastructure spending. Overall, revenues in the fourth quarter were $303 million, up approximately 9% when compared to the previous year's quarter. This includes the benefit of additional revenue and earnings from our acquired Engineered Polymers product line formed through the acquisition of the caprolactone business of Perstorp Holding AB. We delivered significantly improved profitability in the quarter. Adjusted EBITDA were $91 million, up $18 million from the previous year's quarter. And for the fourth consecutive quarter, we achieved adjusted EBITDA margin of 30% or more, up 370 basis points versus the prior year. Our core SG&A costs were down 6%. And for the quarter, we generated strong cash flow of $50 million. For the full year, sales were up 14%, including the addition of the Engineered Polymers business. Adjusted EBITDA were $397 million, up 24% above the midpoint of our most recent guidance and within less than 1% of the midpoint of the guidance we gave at the beginning of the year. On a pro forma basis, which assumes we had owned the Engineered Polymer business for the full year in 2018 and 2019, sales were down 0.8% and adjusted EBITDA were up 4%. Our strong free cash flow enabled us to significantly delever throughout the year. After closing on the Engineered Polymers acquisition, first quarter net debt to adjusted EBITDA was 3.4x. The company ended the year with a leverage ratio of 2.8x. If you'll turn to Slide 5, you'll see the fourth quarter results for Performance Chemicals. Generally speaking, sales in the Performance Chemicals segment were negatively impacted by weak market conditions, especially in industrial applications and specifically in Europe and Asia. Segment sales in the fourth quarter were $175 million, up 5% versus the prior-year period. On a pro forma basis, again which assumes we had owned Engineered Polymer business for the full quarter in 2018, sales in the segment were down 13%. Sales into industrial specialties applications, and this include printing inks, adhesives, agricultural chemicals, lubricants and others, were down about 19%. This decline was led by the ongoing secular decline in demand for printing inks. In addition, on the top line, it also reflects our decision to exit an unprofitable distributor agreement beginning in the fourth quarter of 2019. While having a negative impact on our revenue, the decision has benefited our margins. What's more, during the quarter, the price of Chinese gum rosin, which typically is the price setter for all rosin-based products in Asia, continued to run along the middle [ph] floor. This resulted in demand weakness for underivatized rosin in export markets. For the year, industrial specialties revenues declined 13%. Sales of Performance Chemicals products to oilfield customers were down 18% in the quarter versus the prior year due to reduced drilling activity in North America. This was less than the year-over-year decline in U.S. rig count of 26%, owing to our beneficial exposure to oil production and growth opportunities outside the U.S. For the full year, sales were down only slightly, approximately 3%. Sales to pavement applications were a bright spot, up 16% in what is seasonally a slower quarter driven by excellent growth in North America, which were up 17%. And we also saw increased sales in China and South America, which were offset by declines in other export countries. For the year, sales in this application were up only modestly. The 10% growth in North America was largely offset by lower export sales. We also continue to see strong adoption and price improvement for our Evotherm warm-mix asphalt technology, which was up 22% in the quarter and 13% for the year. In the Engineered Polymers product line, sales were 14% below the prior year's pro forma period. The most significant driver was a reduction in monomer cells in Europe due to softer demand and increased competition. Higher-value derivative product sales, caprolactone polyols, and thermoplastics were relatively stronger. As a result, gross margins remain strong. Excluding the impacts to revenue of the transition services agreement with Perstorp discussed last quarter in which we now have behind us, pro forma annual revenue was down 12%. We continue to believe very strongly in the long-term potential of this business. As I'll discuss later in the call, we expect it to return to solid growth in 2020. Performance Chemicals EBITDA were $32 million, up 7% for the quarter. On a pro forma basis, segment EBITDA were down 28% in the quarter. Segment EBITDA, as reported, benefited from reduced plant spending, and improvements in price and mix were partially offset by unfavorable foreign currency exchange. For the full year, on a pro forma basis, revenues were down 11% and segment EBITDA was down 13%. Generally speaking, our efforts to drive margin accretion in the segment are continuing to bear fruit. We ended the year having achieved segment EBITDA margin of 22.9%, representing a 230 basis point improvement over 2018. Since 2016, the Performance Chemicals team has delivered an impressive, approximate 1,000 basis point improvement in segment margins. Turning to Performance Materials. As you can see on Slide 6, this segment once again delivered exceptional performance. Sales in the quarter were $128 million, up 14% versus the prior year's quarter. Sales in China continue to fuel the segment's growth as automakers moved ahead with implementation of the China VI national standard for gasoline vapor emission control. As you know, the China VI regulatory standard calls for evaporative emission canisters essentially equivalent to those for U.S. EPA Tier 2. In addition, according to the China Association of Automobile Manufacturers, automotive light vehicle production in China was up slightly, about 2.6% in the quarter. As a result, our segment sales in China were up an incredible 270%. In our estimation, China's automakers were at least 90% -- at a 90% compliance rate as we entered 2020. We are continuing to see strong sales of Ingevity's patented U.S. Tier 3/LEV III gasoline vapor emission solutions, particularly our honeycomb scrubber products in the U.S. and Canada. We estimate that the industry is likely above the mandated compliance rate of 80% for the 2020 model year. Again, speaking to the regulatory nature of this application, sales increased despite a 10% decrease in North American light vehicle production in the quarter according to Wards. In the quarter, Performance Materials segment EBITDA were $59 million, up $16 million or 37% versus the prior period. As discussed, we saw impressive volume increases, along with solid price and mix gains in the segment. In addition, we experienced lower plant spending, in part, because we had few scheduled maintenance outages in the quarter. These were partly offset by higher legal expenses associated with protecting our intellectual property. Still, segment EBITDA margins of 45.8% in the fourth quarter, which is an improvement of 770 basis points versus the prior year period. For the full year, we grew revenues by 22%. Segment EBITDA rose 26%, and margins accreted by 120 basis points. Again, this was despite lower global auto demand and a $10 million headwind from higher legal expenses. Overall, an outstanding year for the segment. To wrap up the commentary on 2019, I'd like to complement our team of employees in both segments and across the company for their execution. Like many other companies, we are facing a difficult macroeconomic environment. This makes it even more important that we execute on what we can control. Against this backdrop, our team of employees has delivered margin accretion, lower core SG&A, improved working capital, outstanding cash flow and a stronger balance sheet. To say the least, I'm very proud of our team's execution. Before I turn the call over to John and before pivoting to our 2020 outlook, given the interest we have received to better understand our intellectual property position in Performance Materials and the surprising magnitude of the share price impact we have witnessed as a result of the most recent decision in our patent infringement actions, I want to take some time here to provide both a refresher and an update on this business. If you would turn to Slide 7. Our strategy for Performance Materials is straightforward. We want to capitalize and build on our strengths. We are the global experts and technology leaders in evaporative gasoline emission control, period. We are a valued resource for our customers and their customers and an integral part in the process of designing compliance systems for current and future vehicles. Our applications expertise provide us the credibility to engage with regulators around the world as they seek to modernize their emission standards. In turn, our proven technology provides automakers the most efficacious and lowest-cost means by which to meet increasingly stringent regulatory standards. We have and continue to invest in production and technical capabilities to meet the growing demand for products that we help create. We are actively developing new patents and innovating new products today for the technologies of tomorrow's vehicles. And we are continually driving operational excellence with regard to manufacturing efficiency, quality, consistency and cost. As shown on Slide 8, there are fundamentally 3 levels of technology in use around the world today, all of which employ our unique activated carbons in varying degrees and quantities. United States first began regulating evaporative emissions in the late 1970s and early 1980s with a Tier 1 canister designed to capture the equivalent of 1 day of parking emissions. In the 1990s, Tier 2 technology designed to capture multi-day parking emissions, running losses and refueling vapors was adopted by the U.S. And more recently, the U.S. and Canada are moving to a Tier 3 technology, which, for all intents and purposes, is a 0 emission solution. As noted earlier, U.S. adoption of Tier 3 technology is now greater than 80% and will gradually move to 100% compliance for 2022 model year vehicles. China, the world's largest auto market by country, began adopting Tier 2 systems as part of the China VI regulatory package last year and will achieve 100% compliance during 2020. We estimate that heading into the beginning of the year, approximately 90% of China's vehicle production was China VI compliant. Europe also moved to a new regulatory standard in 2019, a standard known as Euro 6d. From an evaporative emissions technology point of view, the standard still requires what is essentially a Tier 1 technology. Compliance was achieved by shifting from granular carbon to pelleted carbon in a canister that was enlarged to capture 2 days rather than 1 of parking emissions. The regulatory changes in these 3 auto markets have been the predominant drivers of our growth in this application over the past few years and will continue to be so through 2021. Notably, 45% of the world's new gasoline vehicles, over 34 million vehicles are still being regulated to the equivalent of a 1970s U.S. standard. Only the U.S. and Canada, representing less than 25% of the world's new gasoline vehicle sales annually, are on a near-zero emission standard. Moving to Slide 9. Based upon our engagement with regulatory bodies and auto producers globally, we are confident more countries and regions will move to increasingly stringent standards, providing a long runway for evaporative emissions regulatory-driven road. There are 2 reasons for this. First, regulatory bodies widely recognize evaporative emissions as a major source of hydrocarbon emissions from vehicles, and the solutions to eliminating those emissions are effective, widely understood and low in cost. And two, as major auto markets move to more advanced technology, given the relatively low cost of the solution automakers to lower their own costs, would prefer to harmonize their supply chains across geographies. For example, beginning in 2022, Brazil has passed new regulations requiring Tier 2 standards, of which will, in effect, require a Tier 3 solution due to additional requirements within the standard that was passed. In China, an additional level of regulation will eventually become necessary to offset the environmental impact of the increasing number of vehicles there. The next step will likely be to implement a Tier 3 near-zero regulation. While the timing of such a move is unknown, it is already being discussed within China. Similarly, in Europe, regulators are actively discussing the use of an enhanced regulation and will likely require either a Tier 2 system or adding more diurnal controls to the existing system. Again, as these countries move to higher standards, the likelihood of platform harmonization increases which can only bode well for our revenue growth. As regulations become more stringent, movement toward more advanced systems and larger canisters will continue to increase. As noted on Slide 10, the state-of-the-art solution is the Tier 3 near-zero emissions technology designed to meet U.S. and Canadian standards for which we hold a bleed emissions patent. We sometimes refer to this as our 844 patent. This is a canister system patent which enables the canister to achieve near-zero emission levels by significantly reducing diffusion emissions from the canister after it has been purged with fresh air. The typical manifestation of this patent includes our highly engineered pelleted activated carbons in the primary part of the canister and 1 or 2 of our ceramic activated carbon honeycombs on the outlet portion of the canister. This patent specifically applies the U.S. and Canadian near-zero regulations. It does not apply in other regions in the world that are regulated by older, less stringent emission standards. In the regions where the patent does not apply, we continue to be the provider of granular and pelleted activated carbon based on the quality and efficacy of our products, our life-of-vehicle performance history and our experience of over 40 years in the application. We are perceived as the safe, low-risk choice. Our experience in China and with the move to the China VI regulatory standard is a great example of this. The products required to comply with China VI are not covered by our 844 patent, yet our market share in China has moved from a majority share to are now being the preferred supplier on the vast majority of all platforms in China today. The 844 patent is set to expire in March of 2022. Sometime after that date, we expect to see increased competition for the honeycomb scrubber component of our Tier 3 solution. Currently, in our Tier 3 evaporative solution as employed today, pelleted carbon plus honeycomb scrubber, roughly 50% of the value content is in the pelleted carbon, and 50% is in the honeycomb scrubber. While increased competition for the pelleted carbon is possible in the future, the patent expiry is not expected to have a direct impact on competition for the canister's pelleted carbon which fuels the larger primary portion of the system. We feel that, for the same reasons that we are the preferred supplier today for pellets in the canister, we will be the preferred supplier in the future. Turning to Slide 11. That said, it's still fair to ask how do we intend to defend our market position post the expiration of the 844 patent. The answer is through a multifaceted approach. Elements of our strategy include capturing value from our unique pelleted carbons through price increases justified by the value proposition; supply agreements, both short term and long term, valued by our customers; new innovation and intellectual property development; enhancing our position as global experts with regulatory bodies; and maintaining our reputational leadership with our customers by being the safe and unfailing supplier that we have been for over 40 years. Because of our deep customer relationships with auto manufacturers, enabled by our reputation as world experts in evaporative emissions, we have early insight into where future engine design is going and the challenges those designs create for evaporative emissions control. This enables us, in hockey parlance, to skate not where the puck is but where it is going to go. In terms of future internal combustion engine design, that is toward low-purge systems, and that is where we have focused our product development and patent strategy. Let me use our newest patent family, specifically our new 649 patent, which was issued in August 2017, as an example of how all these advantages come together to further extend our market leadership. The new patent, as with our current bleed emission patent, is not a composition of matter patent, rather a system-based patent with performance windows. The performance window addresses canister diffusion emissions for low-purge fuel systems that passed the near-zero emissions test. Low purge refers to engine designs which bring less airflow into the engine. Automakers are interested in doing this to improve engine efficiency and fuel economy. However, the lower the air volume makes it more challenging for the canister to be effective. Our new 649 patent family is designed to enable canister systems to maintain near-zero emission compliance under low-purge conditions. And reiterating what I said earlier, low-purge fuel systems are the future direction of internal combustion engines. We've heard from some customers that they consider our new patent to be broad-reaching. Our estimates are that the patent could apply to anywhere from 30% to 70% of future low-purge engine system designs. In 2020, we estimate that 15% to 20% of U.S. and Canadian vehicles already fall under this patent, and our sales of a honeycomb scrubber designed specifically for this low-purge application over the past three years have grown at a CAGR of more than 30%. I would also note that the 649 patent does not depend on the same art of the 844 patent. As these engine designs become mainstream, we will be better able to understand the full impact on our business. As world leaders in this technology, we will continue to innovate and develop new products that help our customers solve challenges, just as we have successfully done for the past 40 years. Continuing with the sports analogies, equally as important to playing good offense is playing good defense. If you turn to Slide 12, we'll review the status of our IP litigation, beginning with the MAHLE case. So what is it that MAHLE has been doing? They are adding a proprietary material for certain auto platform designs in order to reduce or eliminate the amount of honeycomb scrubber needed. However, it is our contention that their canister designs are infringing our 844 patent. We believe that the MAHLE's infringing canister designs are in use on a relatively small number of vehicle platforms, perhaps 20 to 25. And it is important to know that MAHLE remains one of our largest customers for both pelleted carbon and honeycomb scrubbers. In July of 2018, Ingevity filed suit against MAHLE in federal court in Illinois, alleging that MAHLE is infringing on our patent through marketing, manufacturing and the sale of infringing canisters. We also petitioned the U.S. International Trade Commission, or ITC, to prevent MAHLE from importing activated carbons that are used to infringe Ingevity's patent. MAHLE responded by challenging the validity of the 844 patent through an inter partes review, or IPR, proceeding through the U.S. Patent Office. This challenge was denied by the U.S. Patent Trademark in a billboard, effectively upholding the [indiscernible] of our patent. Last week, however, an administrative judge for the ITC denied our request to ban MAHLE's infringing importation of activated carbon. The judge, in reaching his decision, found that for the limited purpose of considering the importation ban, the patent was invalid based on 2 narrow prior art claims. One of these had already been rejected by the Patent Trial and Appeals Board in the case that Ingevity want. On the second, we believe the judge misapplied the law. Interestingly, the judge found in favor of Ingevity on nearly all other matters at issue, including that MAHLE was infringing, the patent was not unenforceable and Ingevity is not abusing its patent. Perhaps the most important thing to remember is that the ITC's administrative judge's determination does not invalidate our patent. Simply put, he does not have the authority to do that, and this ruling has no other legal impact on any other legal proceedings. We are planning on appealing the ITC decision. But quite frankly, the ruling, either way, will not impact the patent's legal and commercial viability. As to our federal infringement case against MAHLE, it will remain stayed until the ITC case is fully resolved. It is unlikely that the case will be heard before 2021 and even more likely that appeals would be exhausted before the patent expiration in March of 2022. In the interim, and even during an appeals process, the patent will remain valid and in force, and any infringing party will be at risk of increasing monetary damages should the patent fail to be invalidated. Turning to Slide 13. The other action taken was against BASF. Ingevity's suit against BASF, filed in federal court in Delaware, alleges that BASF is infringing Ingevity patent through premature development and marketing of a product that would presumably compete with Ingevity's honeycomb technology. However, we do not believe BASF solution is currently on any commercial platforms. As expected, BASF has filed counterclaims seeking to invalidate Ingevity's patent and alleging anticompetitive behavior on the part of Ingevity. We can expect multiple motions back and forth on these matters in the months to come. This trial is scheduled for September of this year. A final resolution of this case, presuming appeals, is not likely until late 2021 or early 2022, a few months before the patent is due to expire. And as I said before, the patent will remain in effect through any such appeals. BASF had also brought challenges to invalidate Ingevity's patent through an IPR process. Like MAHLE, BASF lost this challenge and also lost a rehearing challenge. We recognize that many of you are working to try to understand what the revenue growth and earnings trajectory of our Performance Materials segment looks like post the full implementation of the current wave of more stringent regulatory standards in the U.S. and Canada, the European Union and China and with the coming expiration of the 844 patent in March of 2022. We believe we have given you the information necessary for you to develop your own model. Specifically, we have conveyed our belief that the outcome of the current patent infringement litigation has no bearing on our forecast between now and the expiration of the 844 patent in March of 2022. We have provided the approximate value content of our products in Tier 1, Tier 2 and Tier 3 systems. We have told you where those regulatory standards apply by region and country and the corresponding number of gasoline vehicle sales in those markets. And we have told you where we see the potential for new regulations by country and region and what we believe those regulatory standard choices will be over the next 5 years or so. We have acknowledged that as we head into 2022, we fully expect greater competition for the honeycomb portion of our Tier 3 solution, but we have also explained how we intend to defend our leading market position. And we believe that strategy is sound, and our position is defensible. Yes, it is possible that we could cede some share in the honeycomb scrubber component of our Tier 3 solution in the 12 to 24 months post patent expiration, and we may see some price erosion as well. However, it is our belief that these impacts will be more than overcome through improved pricing in other products, the effect of negotiated long-term pricing in our existing supply agreements, lower production costs as we drive operational excellence, the application of our new 649 patent family and substantial new regulatory-driven growth. As a result, we remain very positive about the outlook for our Performance Materials business, and we see continued revenue and earnings growth, near term and long term. I hope that we have answered most of your questions. If not, we will pick them up in the Q&A. At this point, I'll turn the call over to John Fortson, our Executive Vice President, CFO and Treasurer, for a more detailed review of our financial status.