CJS Securities 20th Annual New Ideas for the New …...CJS Securities 20th Annual New Ideas for the...

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PURIFY I PROTECT I ENHANCE January 2020 CJS Securities 20 th Annual New Ideas for the New Year Conference

Transcript of CJS Securities 20th Annual New Ideas for the New …...CJS Securities 20th Annual New Ideas for the...

Page 1: CJS Securities 20th Annual New Ideas for the New …...CJS Securities 20th Annual New Ideas for the New Year Conference Disclaimer: This presentation contains “forward-looking statements”

PURIFY I PROTECT I ENHANCE

January 2020

CJS Securities 20th

Annual New Ideas for the New Year Conference

Page 2: CJS Securities 20th Annual New Ideas for the New …...CJS Securities 20th Annual New Ideas for the New Year Conference Disclaimer: This presentation contains “forward-looking statements”

Disclaimer: This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation

Reform Act of 1995. Such forward looking statements generally include the words “may,” “could,” “should,” “believes,” “plans,” “intends,” “targets,” “will,” “expects,” “suggests,” “anticipates,” “outlook,” “continues,” “forecast,” “prospect,” “potential” or similar expressions. Forward-looking statements may include, without limitation, expected financial positions, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; synergies and the potential benefits of the acquisition of Georgia-Pacific’s pine chemicals business and the acquisition of Perstorp Holding AB’s Capa® caprolactone business (the “acquisitions”); capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost-reduction initiatives, plans and objectives; markets for securities and expected future repurchase of shares, including statements about the manner, amount and timing of repurchases. Like other businesses, Ingevity is subject to risks and uncertainties that could cause its actual results to differ materially from its expectations or that could cause other forward-looking statements to prove incorrect. Factors that could cause actual results to materially differ from those contained in the forward-looking statements, or that could cause other forward-looking statements to prove incorrect, include, without limitation, risks that the expected benefits from the acquisitions will not be realized or will not be realized in the expected time period; the risk that the acquired businesses will not be integrated successfully; significant transaction costs; unknown or understated liabilities; general economic and financial conditions; international sales and operations; currency exchange rates and currency devaluation; compliance with U.S. and foreign regulations; competition from infringing intellectual property activity; attracting and retaining key personnel; the impact of Brexit; conditions in the automotive market or adoption of alternative technologies; worldwide air quality standards; a decrease in government infrastructure spending; declining volumes and downward pricing in the printing inks market; the limited supply of crude tall oil (“CTO”); lack of access to sufficient CTO; access to and pricing of raw materials; competition from producers of alternative products and new technologies, and new or emerging competitors; a prolonged period of low energy prices; the provision of services by third parties at several facilities; natural disasters, such as hurricanes, winter or tropical storms, earthquakes, floods, fires; other unanticipated problems such as labor difficulties including renewal of collective bargaining agreements,equipment failure or unscheduled maintenance and repair; protection of intellectual property and proprietary information; information technology security breaches and other disruptions; government policies and regulations, including, but not limited to, those affecting the environment, climate change, tax policies, tariffs and the chemicals industry; and lawsuits arising out of environmental damage or personal injuries associated with chemical or other manufacturing processes. These and other important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements that may have been made in this document are and will be more particularly described in our filings with the U.S. Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2018 and our other periodic filings. Readers are cautioned not to place undue reliance on Ingevity’s projections and forward-looking statements, which speak only as the date thereof. Ingevity undertakes no obligation to publicly release any revision to the projections and forward-looking statements contained in this announcement, or to update them to reflect events or circumstances occurring after the date of this announcement.

Non-GAAP Financial Measures: This presentation includes certain non‐GAAP financial measures intended to

supplement, not substitute for, comparable GAAP measures. Reconciliations of non‐GAAP financial measures to GAAP financial measures are provided within the Appendix to this presentation. Investors are urged to consider carefully the comparable GAAPmeasures and the reconciliations to those measures provided.

Page 3: CJS Securities 20th Annual New Ideas for the New …...CJS Securities 20th Annual New Ideas for the New Year Conference Disclaimer: This presentation contains “forward-looking statements”

Contents

▪ Third Quarter Highlights▪ Company Overview▪ Performance Chemicals▪ Performance Materials

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Third Quarter 2019 Results

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Performance Highlights

▪ Strong quarter in line with expectations given challenging macroeconomic headwinds

▪ Performance Chemicals impacted by industrial slowdown; aided by Capa addition

▪ Very strong regulatory-driven performance in Performance Materials

▪ Strong drop through: adjusted EBITDA up 26% on revenues up 16%

▪ Third consecutive quarter of adjusted EBITDA margins greater than 30%

▪ SG&A, excluding IP litigation costs, is down 6.1%

▪ Outstanding free cash flow of $97 million, up 40% versus last year’s quarter

▪ Reduced leverage drops net debt to adjusted EBITDA ratio to 2.9x

3Q Adjusted EBITDA(1)

$ in millions

3Q

2019

3Q

2018

vs Prior Year

∆ ∆%

Net Sales 359.9 311.2 48.7 15.6%

Adjusted EBITDA(1)

114.0 90.7 23.3 25.7%

Adjusted EBITDA(1)

Margin

31.7% 29.1% +260 bps

(1) Please see appendices included at the end of this presentation for Ingevity's use of non-GAAP financial measures, definitions of those financial measures as well as the reconciliation to the nearest GAAP financial measure.

(2) SG&A includes research & technical expense as well as legal expenses.

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Performance Chemicals

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Performance Highlights

3Q Segment EBITDA

$ in millions

3Q

2019

3Q

2018

vs Prior Year

∆ ∆%

Net Sales 229.7 214.9 14.8 6.9%

Industrial Specialties 99.9 114.3 (14.4) (12.6)%

Oilfield Technologies 27.6 32.5 (4.9) (15.1)%

Pavement Technologies 69.8 68.1 1.7 2.5%

Engineered Polymers 32.4 — 32.4 —

Segment EBITDA 59.8 49.1 10.7 21.8%

Segment EBITDA

Margin

26.0% 22.8% +320 bps

(1) Includes the impact of the Capa® caprolactone business acquisition. See appendix for more information.

(2) SG&A includes research & technical expense as well as legal expenses.

▪ Revenue increase of 7% driven by addition of Capa (pro forma(1) revenue down 11%)

▪ Industrial Specialties: Decreases in inks and other industrial applications; ongoing transition to higher–margin applications; continued low gum rosin prices

▪ Oilfield Technologies: Down due to reduced drilling and production

▪ Pavement Technologies: North American sales up 8% in the quarter and 9% YTD; Evotherm up 17% YTD; decreased sales overseas

▪ Engineered Polymers: Revenues down 25% versus prior year’s pro forma period due to weak demand, particularly in Europe, and one-time inventory transition impact of $3.5 million; margins strong and holding

▪ Segment EBITDA of $60 million, up 22% (pro forma segment EBITDA down 9%)

▪ Increases in volumes and price and mix, partially offset by slightly higher production costs

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Performance Materials

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Performance Highlights

3Q Segment EBITDA

$ in millions

3Q

2019

3Q

2018

vs Prior Year

∆ ∆%

Net Sales 130.2 96.3 33.9 35.2%

Automotive Technologies 120.5 86.6 33.9 39.1%

Process Purification 9.7 9.7 — —%

Segment EBITDA 54.2 41.6 12.6 30.3%

Segment EBITDA

Margin

41.6% 43.2% -160 bps

(1) SG&A includes research & technical expense as well as legal expenses.

▪ Record revenue increase of 35%

▪ Accelerated sales in China due to China 6 standard, despite light vehicle production down 13%

▪ Estimate at least 70% of production is compliant

▪ Continued robust demand for “honeycomb” scrubbers to comply with U.S. EPA Tier 3/LEV III standards; North American vehicle production down 2% through Sept.

▪ Increase in EU primarily due to Euro 6d; EU sales down 4% through Aug.

▪ Segment EBITDA of $54 million, up 30% versus prior year’s quarter

▪ Strong volume increases; price/mix

▪ Partially offset by consumption of high-cost China inventory

▪ Multiple planned maintenance outages

▪ Higher IP litigation costs

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Third Quarter 2019 Financial SummaryKey Operating Metrics

7 (1) Please see appendices included at the end of this presentation for Ingevity's use of non-GAAP financial measures, definitions of those financial measures as well as the reconciliation to the nearest GAAP financial measure.

(2) Legal costs related to intellectual property litigation in our Performance Materials segment.(3) Non-GAAP measure which represents Cash flow from operations less Capital expenditures

$ in millions except EPS

Q3 QTD

2019

Q3 QTD

2018

vs PY Q3 YTD

2019

Q3 YTD

2018

vs PY

∆% ∆%

Consolidated Income Statement:

Net sales $359.9 $311.2 15.6% $989.5 $855.0 15.7%

Gross Profit $139.5 $118.6 17.6% $371.0 $319.2 16.2%

% Margin 38.8% 38.1% +70 bps 37.5% 37.3% +20 bps

Core SG&A(1) $29.4 $30.4 (3.3)% $93.2 $87.4 6.6%

IP Litigation Costs(2) 4.4 0.9 388.9% 10.1 1.7 494.1%

Acquisition Amortization 6.9 3.2 115.6% 19.0 7.4 156.8%

Total Selling, General & Admin Expense $40.7 $34.5 18.0% $122.3 $96.5 26.7%

% of Net Sales - Total SG&A 11.3% 11.1% +20 bps 12.4% 11.3% +110 bps

% of Net Sales - Core SG&A(1) 8.2% 9.8% -160 bps 9.4% 10.2% -80 bps

Adjusted EBITDA(1) $114.0 $90.7 25.7% $305.8 $247.2 23.7%

% Margin(1) 31.7% 29.1% +260 bps 30.9% 28.9% +200 bps

Interest expense, net $12.1 $7.9 53.2% $36.3 $21.8 66.5%

Income taxes on Adjusted Earnings(1) $18.2 $16.6 9.6% $46.5 $40.1 16.0%

Adjusted earnings (loss)(1)

$62.2 $49.3 26.2% $161.6 $130.5 23.8%

Diluted Adjusted EPS(1)

$1.46 $1.15 27.0% $3.83 $3.06 25.2%

Consolidated Cash Flow Items:

Cash Flow from Operations $118.7 $95.3 $190.2 $166.4

Less: Capital Expenditures 22.1 26.2 79.8 56.6

Free Cash Flow (3)

$96.6 $69.1 39.8% $110.4 $109.8 0.5%

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Capital Structure (as of 9/30/19) Working Capital Management

Historical Net Debt Ratio (3)

281

193

557

$413

2021Q4’19 2023

$5

2020 2022 2024 2025 2026

$19 $28

$300

(1) $141m interest rate swap through 2023(2) Finance lease related to the Industrial Development Bond that is part of the financing for our Wickliffe, Kentucky facility; other relates to other short term

borrowings less deferred financing fees(3) Net Debt Ratio defined as Total Net Debt divided by LTM Pro forma Adj. EBITDA; see Appendix for Non GAAP reconciliation.(4) Trade Working Capital is defined as Inventory + Accounts Receivable – Accounts Payable (5) Includes the impact of the Capa® caprolactone business acquisition. See appendix for more information.(6) Excludes ~$6m of other debt and $80m Finance Lease (due 2027) for simplicity (7) Capacity under the revolver as of September30, 2019 was $554.9 million, which includes a reduction of $2.1 million related to outstanding letters of credit.

Targeted Net Debt ratio = 2.0 – 2.5x $ in millions

Revolver (drawn) Revolver (undrawn)(7) Sr NotesTerm Loans

1.9x 1.6x1.3x 1.1x

2.1x 1.8x 1.7x 1.6x

3.4x 3.2x 2.9x

Q1 Q2 Q3Q3 Q4 Q1 Q2 Q4 Q1 Q2 Q3

2017 2018

(Acq: GP Pine Chem)

(Acq: Capa)

Third Quarter 2019 Financial SummaryBalance Sheet Snapshot

2019

Debt Maturity Schedule (6)

167 177Accounts receivable, net

$210 $221

Q2 2019

108

Q3 2019

Inventory, net

Accounts payable 115

Trade Working Capital (4) $270 $283

$ in millions$ in millions

% of LTM Pro Forma Net Sales (5) 20% 22%

Current Pricing Amount

$750m Revolver L+150 $193.0

Term Loans L+100-150 745.3

$141m Interest Rate Swap (1) 1.41%

Senior Notes 4.5% 300.0

Finance Lease & Other (2) ~8% 85.9

Total Debt $1,324.2

Less: Cash Balance ($75.6)

Less: Restricted Investment (72.7)

Total Net Debt $1,175.9

Net Debt Ratio (3) 2.9x

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Revised 2019 Guidance($M)

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(1) A reconciliation of net income to adjusted EBITDA as projected for 2019 is not provided. Ingevity does not forecast net income as itcannot, without unreasonable effort, estimate or predict with certainty various components of net income. These components, net oftax, include further restructuring and other income (charges), net; additional acquisition and other related costs in connection with theacquisition of Georgia-Pacific’s pine chemical business and Perstorp Holding AB’s Capa caprolactone business; additional pension andpostretirement settlement and curtailment (income) charges; and revisions due to future guidance and assessment of U.S. tax reform.Additionally, discrete tax items could drive variability in our projected effective tax rate. All of these components could significantlyimpact such financial measures. Further, in the future, other items with similar characteristics to those currently included in adjustedEBITDA, that have a similar impact on comparability of periods, and which are not known at this time, may exist and impact adjustedEBITDA.

(2) Non-GAAP measure which represents Cash from Operations expected to range from $290M to $310M for FY2019 less CapitalExpenditures.

(3) Defined as total debt including capital lease obligation excluding deferred financing fees less cash and cash equivalents less restrictedinvestment divided by LTM adjusted EBITDA, inclusive of pro forma of Georgia-Pacific’s pine chemical business and Perstorp HoldingAB’s Capa caprolactone business.

ItemOriginal FY19

Guidance

Revised FY19 Guidance (10/23/19)

Revenue $1,300 to $1,360 $1,280 to $1,300

Adjusted EBITDA(1) $390 to $410 $390 to $400

Adjusted tax rate(1) 21 – 23% 21 - 23%

Capital expenditures $110-$120 $110-$120

Free Cash Flow(2) $180-$190 $180-$190

Net Debt Ratio(3) <3.0x <2.8x

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Company Overview

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1) We acquired the Engineered Polymers division via the acquisition of the Capa Caprolactone business from Perstorp Holdings AB on February 13, 2019. These

amounts represent Ingevity management estimates of 2018 sales and adjusted EBITDA post acquisition on a full year basis.

2) Not disclosed due to NDAs and confidentiality.

Performance Materials

Performance Chemicals

Carbon Technologies

Pavement Technologies

Oilfield Technologies

Industrial Specialties

Engineered Polymers

2018 Sales $400 million $179 million $114 million $440 million ~$175 million(1)

2018 Segment EBITDA

$169 million $151 million ~$60 million(1)

Market Position

#1 in automotive #1 or #2#1 or #2 in oil-

based muds#1 or #2 #1

Applications▪ Automotive

▪ Process purification

▪ Pavement preservation

▪ Recycling

▪ Evotherm® technologies

▪ Well Service Additives

▪ Production and Downstream

▪ Adhesives

▪ Agrochemicals

▪ Lubricants

▪ Inks

▪ Intermediates

▪ Coatings

▪ Resins

▪ Elastomers

▪ Adhesives

▪ Bioplastics

Select Competitors

Select Customers

(2)

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Segment Overview – Performance Chemicals

2018 Sales - $733M

By End Market By Region

Segment Description Segment EBITDA ($M) & EBITDA Margin %

ManufacturingNorth Charleston, SCDeRidder, LACrossett, AR

LaboratoriesNorth Charleston, SCLille, FranceShanghai, ChinaChennai, India

Global Footprint

139

102

79

101

151

17.7%

14.5% 13.0%

16.2%

20.6%

(4.0%)

1.0%

6.0%

11.0%

16.0%

21.0%

2014 2015 2016 2017 2018

0

50

100

150

200

Specialty chemicals derived from co-products of the kraft pulping process, crude tall oil (CTO) and lignin

▪ Pavement Technologies: road construction, resurfacing, preservation, maintenance and recycling

▪ Oilfield Technologies: well service additives and chemistry for production and downstream applications

▪ Industrial Specialties: adhesive tackifiers, printing inks, paper chemicals, rubber, agrochemical dispersants, lubricants and other chemical intermediate applications

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Industrial Specialties

60%

Oilfield16%

Pavement24%

South America3%

EMEA15%

AsiaPac11%

North America

71%

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Biorefinery

DerivativeProducts

▪ Pavement preservation

▪ Evotherm (warm mix asphalt)

▪ Asphalt recycling

▪ Oil well service additives

▪ Oil production & downstream chemicals

▪ Rubber emulsifiers

▪ Lubricants

▪ Intermediates

▪ Adhesives

▪ Inks

▪ Paper size

▪ Rubber emulsifiers

Renewable Forests Tall Oil Fatty Acid

IntermediateProducts

Distilled Tall Oil

Tall Oil Rosin

CTO

Pine Chemicals Value ChainEnhanced value from intermediates and derivative products

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Page 13: CJS Securities 20th Annual New Ideas for the New …...CJS Securities 20th Annual New Ideas for the New Year Conference Disclaimer: This presentation contains “forward-looking statements”

Business Overview – Pavement Technologies

2018 Sales - $179M

By End Application By Region

Business Description Business Unit Sales

Specialty Additives for Global Asphalt Paving(1)

132

148 149

163

179

100

110

120

130

140

150

160

170

180

190

2014 2015 2016 2017 2018

Asphalt additives derived from tall oil fatty acid, lignin, amines, surfactants and polymers

▪ Pavement Preservation: emulsifiers for specialty ultra-thin maintenance layers

▪ Evotherm Technologies: additives for road construction in the fast growing category of warm mix asphalt

2022~$600M

2016$400M

Emulsifiers, engineered modifiers, adhesion promoters, warm mix additives, specialty polymers

4 yr CAGR +7.8%

13(1) Management Estimates

Construction37%

Preservation63%

North America75%

EMEA10%

AsiaPac9%

South America6%

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Business Overview - Oilfield Technologies

2018 Sales - $114M

By End Application By Region

Business Description Business Unit Sales

2016 Specialty Chemicals for Global Oilfield(1) ($M)

127

78

59

78

114

0

20

40

60

80

100

120

140

2014 2015 2016 2017 2018

Specialty intermediates and TOFA used in Drilling, Production and Transportation of Crude Oil

▪ Emulsifiers for manufacture of oil-based muds▪ Rheology modifiers and wetting agents for used muds▪ Imidazolines and specialty derivatives for corrosion

inhibition ▪ TOFA as raw material by integrated production service

companies▪ TOFA and dimers part of lubricant packages in water-

based muds

(38.5%) +32.8%

(25.0%)

Emulsifiers, rheology modifiers, corrosion inhibitors, cementing agents

Drilling$500

Production$2,300

Cementing &

Stimulation$2,500

14(1) Management Estimates

+46.9%

Drilling70%

Production30%

North America89%

EMEA8%

AsiaPac2%

South America1%

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Business Overview – Industrial Specialties

2018 Sales - $440M

By Material By Region

Business Description Business Unit Sales

Global Rosin & Fatty Acids(1)

Industrial chemicals based on tall oil fatty acid, tall oil rosin, and lignin for the following applications:

Tall Oil Rosin▪ Ink resins▪ Adhesives tackifiers▪ Paper sizing▪ Rubber emulsifiers

527 476

400 382 440

0

100

200

300

400

500

600

2014 2015 2016 2017 2018

Industrial Specialties

(9.7%)

(4.4%)(16.0%)

Gum Rosin Resin 38%

TOR Resin16%

Terpene Resin 3%

Hydrocarbon Resin 43%

Global Resins – 2,400KT

TOFA<1%

Tallow 4%

Sunflower10%

Canola17%

Soybean29%

Palm40%

Select Fatty Acids –175KT

Tall Oil Fatty Acid▪ Lubricants▪ Coatings▪ Cleaners

Biofractions▪ Pharma phytosterols▪ Renewable energy▪ Roofing

Lignin▪ Agchem dispersants▪ Dyes dispersants

North America65%

EMEA19%

AsiaPac14%

South America2%

15(1) Management Estimates

+15.2%

TOFA & Derivative

24%

Rosin & Derivative

51%

Biofractions, Dispersants,

Other25%

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Engineered Polymers

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▪ Capa holds the #1 market position in caprolactone technologies, with only two other major competitors worldwide

▪ Caprolactone is a critical input to many high-growth end-use applications

▪ Note: Caprolactone is not caprolactam

▪ Highly profitable and scalable business

▪ 2018 sales of ~$175 million (1)

▪ Adj. EBITDA of ~$60 million▪ Adj. EBITDA margins of mid-30s percent

▪ Single plant operation in Warrington, U.K.

▪ Experienced management team with approximately 90 employees globally

Revenue by Product and Geography (2018E)

Source: Company information

Polyols

47%

Thermoplastics

25%

HDO

3%

Caprolactone

25% Americas

31%

EMEA

44%

APAC

25%

(1) EUR / USD exchange rate: 1.15

Page 17: CJS Securities 20th Annual New Ideas for the New …...CJS Securities 20th Annual New Ideas for the New Year Conference Disclaimer: This presentation contains “forward-looking statements”

Segment Overview – Performance Materials

2018 Sales - $400M

By End Market By Region

Segment Description Segment EBITDA ($M) & EBITDA Margin %

Global Footprint

97 88

123

142

169

38.8%

34.4%

41.0% 40.6% 42.3%

17.0%

22.0%

27.0%

32.0%

37.0%

42.0%

2014 2015 2016 2017 2018

0

50

100

150

Specialty wood-based, chemically activated carbons engineered to have the optimal porosity for gasoline evaporative emissions control:

▪ Canisters - High capacity and superior durability granular and pellet activated carbons

▪ “Near Zero” Canister Solutions - Activated carbon honeycombs and bulk media to control diffusion emissions

▪ Air Intake Systems - Activated carbon sheets and honeycombs to control engine diffusion emissions

▪ Powdered activated carbons used in purification processes for water treatment, food & beverage and chemical & pharmaceutical applications

ActivationCovington, VAWickliffe, KYZhuhai, China

Pellet ExtrusionCovington, VAChangshu, ChinaZhuhai, China

HoneycombWaynesboro, GA (JV)

Labs/Testing:North Charleston, SCZhuhai, China

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Process Purification

10%

Automotive90%

North America

61%EMEA15%

AsiaPac23%

South America<1%

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25-35 grams/day

1970–80s technology / 0.5-1.0LOne Day Parking

1990s technology / 2.0-3.0L• Multi-day parking & running loss• Plus refueling control

Modern technology“Near Zero”2.0-3.0L + scrubber

India - China - Europe Japan - Brazil - S. Korea

US & Canada (current)China (July 2020)

U.S. & Canada (phase in 2017-2022)

Control TechnologyEmission Sources and Impact

Products That Enable Regulatory Compliance75%(1) of the world’s gasoline vehicles are currently using 70s-80s technology

Parking

13 grams/

hour driving

Running loss

75 ml / refueling

Refueling

(1) IHS

Globally, 8M gallons per day “back in the tank”

+

+

=

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Regulatory Changes Driving GrowthMajor countries/regions promulgated; new regulations under evaluation

Region / Regulation2017

Vehicle Sales (M)(5)

2019 2020 2021 2022 2023 2024 2025

US(1) & Canada(2)/Tier 3 18.7 60%(1) 80%(1) 80%(1) 100%(1) 100%(1) 100%(1) 100%(1)

China(3)/Tier 2 25.1 Ramp up to full compliance(5) 100%(3) 100%(3) 100%(3) 100%(3) 100%(3)

Europe(4)/2 day-diurnal 9.6Ramp up to full compliance(5)

100%(4) 100%(4) 100%(4) 100%(4) 100%(4) 100%(4)

South Korea(6)/Tier 3 1.5 30%(6) 80%(6) 80%(6) 100%(6) 100%(6) 100%(6) 100%(6)

Brazil(7)/Tier 22.0 BRA

3.5 LATAM- - -

2-DD0.65g/veh.

20% 40% 100%

Japan(5)/2 day-diurnal 4.9 - Potential(5)

Europe(5)/3 day-diurnal 9.6 - - - Potential(5)

(1) US GPO http://www.ecfr.gov(2) Canada Justice Laws http://laws-lois.justice.gc.ca(3) China 6 regulation(4) Euro 6c regulation(5) Ingevity management estimate based on company information, IHS, and regulatory discussions in specific country / region(6) S. Korea regulation, modified U.S. Tier 3 without ORVR (refueling)(7) http://www2.mma.gov.br/port/conama/, Realizada a 131ª Reunião Ordinária do CONAMA

19

✓✓✓✓

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Adsorbed Natural Gas (ANG)Market drivers provide tremendous growth potential and deliver value across a range of vehicle users

Per-vehicle carbon content for

ANG is 100x an automotive

emissions control canister

Ingevity’s carbon adsorbents enable safe, low-pressure storage of natural gas

A hybrid, bi-fuel vehicle can service 75% of daily usage miles with natural gasoline

“At home” refueling leverages the infrastructure network already available in nearly 60 million U.S. homes and over 5 million businesses

Fuel savings for natural gas users range from $1.00 to $1.50 per gasoline gallon equivalent (GGE) compared to conventional gasoline1

Safety

Range

Convenience

Value

▪ Auto Canister: 2 pounds ▪ ANG Monolith: 200 pounds

Value delivered to key stakeholders

Natural Gas Utility Infrastructure utilization

Natural Gas Producer Increased gas demand

Automotive OEMa) Alternative fuel option where

EVs are challengedb) Bi-fuel with a single powertrain

Vehicle Owner Sustainable fuel savings for individual and fleet operations

ANG has 2x NG volume at 900 psi

1Assumes $2.50/gal average gasoline price and $1.00/GGE natural gas cost (US Energy Information Administration)

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Page 21: CJS Securities 20th Annual New Ideas for the New …...CJS Securities 20th Annual New Ideas for the New Year Conference Disclaimer: This presentation contains “forward-looking statements”

Appendix

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Non-GAAP Financial MeasuresIngevity has presented certain financial measures, defined below, which have not been prepared in accordance with U.S. generally accepted

accounting principles (“GAAP”) and has provided a reconciliation to the most directly comparable financial measure calculated in accordance with

GAAP. These financial measures are not meant to be considered in isolation or as a substitute for the most directly comparable financial measure

calculated in accordance with GAAP. The company believes these non-GAAP measures provide investors, potential investors, securities analysts and

others with useful information to evaluate the performance of the business, because such measures, when viewed together with our financial

results computed in accordance with GAAP, provide a more complete understanding of the factors and trends affecting our historical financial

performance and projected future results.

Ingevity uses the following non-GAAP measures:

Adjusted earnings (loss) is defined as net income (loss) attributable to Ingevity stockholders plus restructuring and other (income)

charges, acquisition and other related costs, pension and postretirement settlement and curtailment (income) charges and the income tax

expense (benefit) on those items, less the provision (benefit) from certain discrete tax items.

Diluted adjusted earnings (loss) per share is defined as diluted earnings (loss) per common share attributable to Ingevity stockholders

plus restructuring and other (income) charges, net per share, acquisition and other related costs per share, pension and postretirement

settlement and curtailment (income) charges per share and the income tax expense (benefit) per share on those items, less the per share

tax provision (benefit) from certain discrete tax items.

Adjusted EBITDA is defined as net income (loss) plus provision for income taxes, interest expense, depreciation and amortization,

restructuring and other (income) charges, acquisition and other related costs, and pension and postretirement settlement and curtailment

(income) charges.

Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Net Sales.

Provision for Income Taxes on Adjusted Earnings is defined as provision for income taxes plus the tax expense (benefit) on restructuring

and other (income) charges, acquisition and other related costs, pension and postretirement settlement and curtailment (income) charges,

less the provision (benefit) from certain discrete tax items.

Core SG&A is defined as selling, general, and administrative costs less intangible amortization expense related to acquisitions and legal

costs associated with intellectual property litigation.

Net Debt is defined as the sum of short-term debt, current maturities of long-term debt and long-term debt less the sum of cash and cash

equivalents and restricted investment.

Net Debt Ratio is defined as Net Debt divided by last twelve months Adjusted EBITDA, inclusive of acquisition-related pro forma

adjustments.

The Company also uses the above financial measures as the primary measures of profitability used by managers of the business. In addition, the

Company believes Adjusted EBITDA and Adjusted EBITDA Margin are useful measures because they exclude the effects of financing and investment

activities as well as non-operating activities. None of the above non-GAAP financial measures are intended to replace the presentation of financial

results in accordance with GAAP and investors should consider the limitations associated with these non-GAAP measures, including the potential

lack of comparability of these measures from one company to another. Reconciliations of these non-GAAP financial measures are set forth within

the following pages.

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Reconciliation of Net Income (Loss) (GAAP) to Adjusted Earnings (Loss) (Non-GAAP)

Three Months Ended

September 30,

Nine Months Ended

September 30,

In millions, except per data (unaudited) 2019 2018 2019 2018

Net income (loss) $ 59.9 $ 51.7 $ 139.4 $ 139.7

Less: Net income (loss) attributable to noncontrolling interests — 2.2 — 12.7

Net income (loss) attributable to Ingevity stockholders (GAAP) 59.9 49.5 139.4 127.0

Restructuring and other (income) charges (1)

1.7 — 2.0 (0.6)

Acquisition and other related costs (2)

1.3 — 33.3 5.7

Tax effect on items above (0.8) — (6.4) (1.3)

Certain discrete tax provision (benefit) (3)

0.1 (0.2) (6.7) (0.3)

Adjusted earnings (loss) (Non-GAAP) $ 62.2 $ 49.3 $ 161.6 $ 130.5

Diluted earnings (loss) per common share (GAAP) $ 1.41 $ 1.16 $ 3.30 $ 2.98

Restructuring and other (income) charges 0.04 — 0.05 (0.01)

Acquisition and other related costs 0.03 — 0.79 0.13

Tax effect on items above (0.02) — (0.15) (0.03)

Certain discrete tax provision (benefit) — (0.01) (0.16) (0.01)

Diluted adjusted earnings (loss) per share (Non-GAAP) $ 1.46 $ 1.15 $ 3.83 $ 3.06

Weighted average common shares outstanding - Diluted 42.6 42.7 42.2 42.6

_______________

(1) The restructuring activity relates to Performance Chemicals for all periods presented.

(2) Charges primarily relate to legal and professional fees, inventory step-up amortization, and a purchase price hedge incurred,

associated with acquisitions in the Performance Chemicals segment.

Three Months Ended

September 30,

Nine Months Ended

September 30,

In millions 2019 2018 2019 2018

Legal and professional service fees $ 1.3 $ — $ 12.2 $ 4.3

Caprolactone Acquisition purchase price hedge adjustment — — 12.7 —

Acquisition-related costs 1.3 — 24.9 4.3

Inventory fair value step-up amortization (i)

— — 8.4 1.4

Acquisition and other related costs $ 1.3 $ — $ 33.3 $ 5.7

(i) Included within "Cost of sales" on the condensed consolidated statement of operations.

(3) Represents certain changes in estimates of tax matters related to prior fiscal years; certain changes in the realizability of deferred tax assets and related interim

accounting impacts; excess tax benefits on stock compensation; and changes in tax law. Management believes excluding these discrete tax items assists

investors, potential investors, securities analysts, and others in understanding the tax provision and the effective tax rate related to continuing operating results

thereby providing useful supplemental information about operational performance.

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Reconciliation of Net Income (GAAP) to Adjusted EBITDA (Non-GAAP)

Reconciliation of Provision for Income Taxes (GAAP) to

Provision for Income Taxes on Adjusted Earnings (Non-GAAP)

Three Months Ended

September 30,

Nine Months Ended

September 30,

In millions (unaudited) 2019 2018 2019 2018

Net income (loss) (GAAP) $ 59.9 $ 51.7 $ 139.4 $ 139.7

Provision (benefit) for income taxes 17.5 16.4 33.4 38.5

Interest expense, net 12.1 7.9 36.3 21.8

Depreciation and amortization 21.5 14.7 61.4 42.1

Restructuring and other (income) charges, net 1.7 — 2.0 (0.6)

Acquisition and other related costs 1.3 — 33.3 5.7

Adjusted EBITDA (Non-GAAP) $ 114.0 $ 90.7 $ 305.8 $ 247.2

Net sales $ 359.9 $ 311.2 $ 989.5 $ 855.0

Net income (loss) margin 16.6% 16.6% 14.1% 16.3%

Adjusted EBITDA margin 31.7% 29.1% 30.9% 28.9%

Three Months Ended

September 30,

Nine Months Ended

September 30,

In millions (unaudited) 2019 2018 2019 2018

Adjusted EBITDA (Non-GAAP) $ 114.0 $ 90.7 $ 305.8 $ 247.2

Depreciation and amortization 21.5 14.7 61.4 42.1

Interest expense, net 12.1 7.9 36.3 21.8

Adjusted income before taxes (Non-GAAP) $ 80.4 $ 68.1 $ 208.1 $ 183.3

Provision (benefit) for income taxes (GAAP) $ 17.5 $ 16.4 $ 33.4 $ 38.5

Tax effect on certain items (0.8) — (6.4) (1.3)

Discrete tax provision (benefit) 0.1 (0.2) (6.7) (0.3)

Provision for Income Taxes on Adjusted Earnings (Non-GAAP) $ 18.2 $ 16.6 $ 46.5 $ 40.1

Tax Rate (GAAP) 22.6% 24.1% 19.3% 21.6%

Adjusted Tax Rate (Non-GAAP) 22.6% 24.4% 22.3% 21.9%

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Reconciliation of Selling, General and Admin (SG&A) (GAAP) to Core SG&A (Non-GAAP)

In millions (unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2019 2018 2019 2018

SG&A (GAAP) $ 40.7 $ 34.5 $ 122.3 $ 96.5

Intangible amortization expense related to acquisitions 6.9 3.2 19.0 7.4

IP Litigation Costs 4.4 0.9 10.1 1.7

Core SG&A (Non-GAAP) $ 29.4 $ 30.4 $ 93.2 $ 87.4

Net sales $ 359.9 $ 311.2 $ 989.5 $ 855.0

SG&A as a percent of Net sales 11.3% 11.1% 12.4% 11.3%

Core SG&A as a percent of sales (Non-GAAP) 8.2% 9.8% 9.4% 10.2%

Calculation of Historical Net Debt Ratio (Non-GAAP)

2016 2017 2018 2019

In millions, except ratios (unaudited) Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3

Net Debt(1)

$ 445.2 $ 424.0 $ 391.7 $ 405.1 $ 370.2 $ 314.0 $ 295.8 $ 628.7 $ 600.2 $ 627.5 $ 610.2 $ 1,319.2 $ 1,267.7 $ 1,175.9

Adjusted EBITDA(2)

58.4 59.6 36.0 50.2 67.2 72.7 52.6 67.1 89.4 90.7 73.3 83.5 108.3 114.0

Pine Chemical Pro Forma(3)

— — — 6.0 5.6 7.5 7.8 4.8 — — — — — —

Caprolactone Pro Forma (3)

— — — — — — — 15.1 14.5 16.7 14.8 5.5 — —

Pro Forma Adjusted EBITDA 58.4 59.6 36.0 56.2 72.8 80.2 60.4 87.0 103.9 107.4 88.1 89.0 108.3 114.0

LTM Pro Forma Adjusted

EBITDA — — — 210.2 224.6 245.2 269.6 300.4 331.5 358.7 386.4 388.4 392.8 399.4

Net Debt Ratio — — — 1.9x 1.6x 1.3x 1.1x 2.1x 1.8x 1.7x 1.6x 3.4x 3.2x 2.9x

--------------------------------

(1) Represents total debt including capital lease obligation, excluding deferred financing fees, less cash and cash equivalents less restricted investment for each period included above. See the

Company's Form 10-Q for each period for more information. This does not include any pro forma adjustment for acquisition related debt.

(2) Represents net income (loss) plus provision for income taxes, interest expense, depreciation and amortization, restructuring and other (income) charges, acquisition and other related costs, and

pension and postretirement settlement and curtailment (income) charges for each period included above. See the Company's Form 10-Q for each period for more information.

(3) Pro forma amounts include historical results of the Pine Chemical Business and Caprolactone Business, prior to the acquisition dates of March 8, 2018 and February 13, 2019, respectively. These

amounts also include adjustments as if the acquisitions had occurred on January 1st of the year preceding the acquisition date. The pro forma amounts do not include adjustments for expenses

related to integration activities, cost savings, or synergies that have been or may have been realized had we acquired the businesses on January 1st of the year preceding the acquisition date. Details

associated with the pro forma results for both acquisitions are included within the Management Discussion and Analysis section of the Company's Form 10-Q for each respective period.

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Calculation of Trading Working Capital to LTM Pro Forma Net Sales

In millions, except percentages (unaudited)

Net sales

Twelve months ended December 31, 2018 $ 1,133.6

Nine months ended September 30, 2018 (855.0)

Nine months ended September 30, 2019 989.5

Net sales - LTM as of September 30, 2019 1,268.1

Caprolactone Business Pro Forma Net sales LTM as of September 30, 2019(1)

53.8

Net sales LTM, inclusive of pro forma, as of September 30, 2019 $ 1,321.9

Trade Working Capital as of September 30, 2019 $ 269.9

% of LTM Pro Forma Net sales as of September 30, 2019 20.4%

Net sales

Twelve months ended December 31, 2018 $ 1,133.6

Six months ended June 30, 2018 (543.8)

Six months ended June 30, 2019 629.6

Net sales - LTM as of June 30, 2019 1,219.4

Caprolactone Business Pro Forma Net sales LTM as of June 30, 2019(1)

96.8

Net sales LTM, inclusive of pro forma, as of June 30, 2019 $ 1,316.2

Trade Working Capital as of June 30, 2019 $ 283.2

% of LTM Pro Forma Net sales as of June 30, 2019 21.5%

_______________

(1) Pro forma amount includes historical results of the Caprolactone Business, prior to the acquisition date of February 13, 2019. This amount also includes

adjustments as if the acquisition had occurred on January 1, 2018, including the effects of purchase accounting. The pro forma amounts do not include

adjustments for expenses related to integration activities, cost savings, or synergies that have been or may have been realized had we acquired the businesses on

January 1, 2018.

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Supplemental Historical Quarterly Pro Forma Financial Information

The following unaudited pro forma condensed combined financial information has been prepared to also illustrate the effect of the acquisition of the Capa™

Caprolactone division ("Caprolactone Business") of Perstorp Holding AB (the "Seller") by Ingevity. The acquisition of the Caprolactone Business was completed on

February 13, 2019 through the purchase of all outstanding equity in Perstorp UK Ltd. which was previously held by the Seller for a total of €578.9 million, less debt

assumed plus accrued interest (the “Caprolactone Acquisition”). The Company funded the Caprolactone Acquisition through a combination of borrowings under

Ingevity’s revolving credit facilities and cash on hand. The unaudited pro forma condensed combined financial information gives effect to the Capa Acquisition.

The unaudited pro forma condensed combined financial information gives effect to the Caprolactone Acquisition and the incurrence of additional debt used to fund

the acquisition, as if the acquisition had been consummated on January 1, 2018, and combines Ingevity’s historical results for the periods presented.

The unaudited pro forma condensed combined financial information gives effect to the Caprolactone Acquisition under the acquisition method of accounting in

accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 805, Business Combinations. The historical financial information has

been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma adjustments that are (1) directly attributable to the

acquisitions, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact. In addition, the historical

combined financial statements of the Caprolactone Business have been adjusted to reflect certain reclassifications to conform to Ingevity's financial statement

presentation.

The unaudited pro forma financial information included herein has been prepared by management in accordance with the regulations of the United States Securities

and Exchange Commission ("SEC") and are not necessarily indicative of the combined financial position or results of operations that would have been realized had the

Caprolactone Acquisition occurred as of the date indicated, nor are they meant to be indicative of any anticipated financial position or future results of operations. In

addition, the accompanying unaudited pro forma financial information does not include any expected cost savings, operating synergies, or revenue enhancement,

which may be realized subsequent to the Caprolactone Acquisition or the impact of any nonrecurring activity and one-time transaction-related costs. The ultimate

recognition of such costs and liabilities would affect amounts in the unaudited pro forma condensed combined financial information, and such costs and liabilities

could be material.

The estimated fair values used for the purpose of adjusting for the unaudited pro forma condensed combined financial information are preliminary, as the

determination of fair value of the assets and liabilities requires extensive use of estimates and management's judgment. Final valuations will be performed and

management anticipates that the values assigned to the assets acquired and liabilities assumed may be adjusted during the one-year measurement period following

the date of completion of each acquisition. Differences between these preliminary estimates and the final acquisition accounting may occur and could have a material

impact on the accompanying unaudited pro forma condensed combined financial information. The pro forma adjustments are based on information available to

management and assumptions that management believes are factually supportable at the time the pro forma information was prepared. Ingevity undertakes no

obligation to publicly release any revision to the unaudited pro forma information to update them to reflect events or circumstances occurring after the date of this

disclosure.

For more information regarding Ingevity’s unaudited pro forma condensed combined financial information, see “Unaudited Pro Forma Condensed Combined Financial

Information” in Ingevity’s Current Report on Form 8-K/A ("Form 8-K/A") filed with the U.S. Securities and Exchange Commission on April 12, 2019, a copy of which

may be obtained by visiting the web site of the Securities and Exchange Commission, or the SEC, at www.sec.gov. Presented below is a quarterly impact of certain pro

forma adjustments for the fiscal quarter ended September 30, 2018.

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Reconciliation of Condensed Statement of Operations to Pro Forma Condensed Statement of Operations

Quarter Ended September 30, 2018

In millions, except per share data

Historical

Ingevity

Caprolactone

Business 1

Pro

Forma

Net sales $ 311.2 $ 43.0 $ 354.2

Cost of sales 192.6 25.4 218.0

Gross profit 118.6 17.6 136.2

Selling, general and administrative expenses 34.5 5.9 40.4

Research and technical expenses 5.6 0.1 5.7

Acquisition-related costs — — —

Other (income) expense, net 2.5 0.1 2.6

Interest expense, net 7.9 6.6 14.5

Income (loss) before income taxes 68.1 4.9 73.0

Provision (benefit) for income taxes 16.4 0.6 17.0

Net income (loss) 51.7 4.3 56.0

Less: Net income (loss) attributable to noncontrolling interests 2.2 — 2.2

Net income (loss) attributable to Ingevity stockholders $ 49.5 $ 4.3 $ 53.8

Diluted earnings (loss) per common share attributable to Ingevity stockholders $ 1.16 $ 1.26

___________________

(1) Pro forma amount includes historical results of the Caprolactone Business, prior to the acquisition date of February 13, 2019. This

amount also includes adjustments as if the acquisition had occurred on January 1, 2018, including the effects of purchase accounting.

The pro forma amounts do not include adjustments for expenses related to integration activities, cost savings, or synergies that have

been or may have been realized had we acquired the businesses on January 1, 2018.

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Pro Forma

In millions, except percentages (unaudited) Q3 2019 Q3 2018 $ Change % Change

Total Ingevity Net sales $ 359.9 $ 354.2 $ 5.7 1.6%

Adjusted EBITDA 114.0 107.4 6.6 6.1%

Performance Chemicals

Segment Net sales $ 229.7 $ 257.9 $ (28.2) (10.9)%

Adjusted EBITDA 59.8 65.8 (6.0) (9.1)%

Reconciliation of Net Income (Loss) to Pro Forma Adjusted EBITDA

Quarter Ended September 30, 2018

Comparison of Quarter Ended September 30, 2019 to Pro Forma September 30, 2018

In millions, except percentages (unaudited)

Historical

Ingevity

Pro Forma

Adjustment 1

Pro Forma

Net income (loss) $ 51.7 $ 4.3 $ 56.0

Provision (benefit) for income taxes 16.4 0.6 17.0

Interest expense, net 7.9 6.6 14.5

Depreciation and amortization 14.7 5.2 19.9

Restructuring and other (income) charges, net — — —

Acquisition and other related costs — — —

Adjusted EBITDA $ 90.7 $ 16.7 $ 107.4

Net sales $ 311.2 $ 354.2

Net income (loss) margin 16.6% 15.8%

Adjusted EBITDA margin 29.1% 30.3%

Performance Chemicals Segment EBITDA $ 49.1 $ 16.7 $ 65.8

Net sales $ 214.9 $ 257.9

Segment EBITDA margin 22.8% 25.5%

___________________

(1) Pro forma amount includes historical results of the Caprolactone Business, prior to the acquisition date of February 13, 2019. This

amount also includes adjustments as if the acquisition had occurred on January 1, 2018, including the effects of purchase accounting. The

pro forma amounts do not include adjustments for expenses related to integration activities, cost savings, or synergies that have been or

may have been realized had we acquired the businesses on January 1, 2018.

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