falseIngevity Corp000165347700016534772024-10-292024-10-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________ 
FORM 8-K
_______________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

October 29, 2024
Date of Report (date of earliest event reported)
__________________________________________________________________________
ingevitylogorgba11.jpg
INGEVITY CORPORATION
(Exact name of registrant as specified in its charter)
__________________________________________________________________________ 
Delaware001-3758647-4027764
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)
4920 O'Hear Avenue Suite 400North CharlestonSouth Carolina29405
(Address of principal executive offices) (Zip code)


Registrant’s telephone number, including area code: 843-740-2300

Not Applicable
(Former name or former address, if changed since last report)
_____________________________________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.01 par value)NGVTNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Acto
_____________________________________________________________________________________________________


ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 29, 2024, Ingevity Corporation ("Ingevity") announced its preliminary financial results for the three and nine months ended September 30, 2024 which are attached as Exhibit 99.1 to this Current Report on Form 8-K.
Please refer to our website for additional information regarding Ingevity. Periodically we may provide other information on the investor relations page of our website. Interested parties are encouraged to visit Ingevity's website to view such other information including Ingevity slide presentations.
The information contained in Item 2.02 of this report, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.
Exhibit No.Description of Exhibit
Press release dated October 29, 2024
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INGEVITY CORPORATION
(Registrant)
By:/S/ MARY DEAN HALL
Mary Dean Hall
Executive Vice President and Chief Financial Officer
Date: October 29, 2024

Exhibit 99.1

image1a.jpg
Ingevity Corporation
4920 O'Hear Avenue
Suite 400
North Charleston, SC 29405 USA
www.ingevity.com
News
Contact:
Caroline Monahan
843-740-2068
media@ingevity.com
Investors:
John E. Nypaver, Jr.
843-740-2002
investors@ingevity.com
Ingevity reports third quarter 2024 financial results
HIGHLIGHTS:
•Net sales of $376.9 million, down 16% compared to prior year, primarily due to repositioning actions in Performance Chemicals
•Net loss of $107.2 million and diluted loss per share of $2.95 reflects before-tax restructuring charges of $86.9 million and contract termination fees of $100.0 million; adjusted earnings of $40.2 million and diluted adjusted earnings per share (EPS) of $1.10
•Adjusted EBITDA of $106.4 million and adjusted EBITDA margin of 28.2%
•Operating cash flow of $46.5 million with free cash flow of $28.5 million
•Affirms full year guidance of sales between $1.40 billion and $1.50 billion and adjusted EBITDA between $350 million and $360 million
The results and guidance in this release include non-GAAP financial measures. Refer to the section entitled “Use of non-GAAP financial measures” within this release. All comparisons are made versus the same period in 2023 unless otherwise stated.
NORTH CHARLESTON, S.C., October 29, 2024 – Ingevity Corporation (NYSE: NGVT) today reported its financial results for the third quarter 2024.
Third quarter net sales of $376.9 million declined 16% primarily due to the repositioning of the Performance Chemicals segment which included reducing exposure to certain markets in the Industrial Specialties product line and weather-related impacts in the Road Technologies product line. The decline was partially offset by higher sales in Performance Materials and Advanced Polymer Technologies.
The net loss of $107.2 million and diluted loss per share of $2.95 reflects before-tax restructuring charges of $86.9 million primarily related to the closure of our Crossett, Arkansas facility and $100.0 million for the termination of a long-term crude tall oil (CTO) contract, both associated with the repositioning of our Performance Chemicals segment. Adjusted earnings were $40.2 million and diluted adjusted earnings per share (EPS) was $1.10. Adjusted Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) was $106.4 million, down 3.6%, with adjusted EBITDA margin of 28.2%. Adjusted EBITDA included a $3.8 million inventory charge related to the shutdown of our Crossett, AR facility and approximately $5 million for CEO severance charges.
“This quarter's results demonstrate the strong foundation that Ingevity has established,” said Luis Fernandez-Moreno, interim president and CEO. “Performance Materials continues to deliver outstanding results, Advanced Polymer Technologies has shown it can maintain strong margins even in a prolonged industrial slowdown, and Performance Chemicals is beginning to show the benefits of its lower cost structure driven by our repositioning actions. I am excited and energized to step into this role where my focus will be on accelerating the teams’ existing business strategies through improved execution and focus to drive consistent revenue growth and margin improvement.”
Performance Materials
Sales in Performance Materials were $151.1 million in the quarter, up 3%, primarily from strategic pricing adjustments. Segment EBITDA was $80.6 million, up 8%, primarily driven by operational improvements that contributed to lower input costs and improved manufacturing efficiency, resulting in segment EBITDA margins of 53.3%.
Advanced Polymer Technologies
Sales in Advanced Polymer Technologies (APT) were up 14% to $48.8 million primarily due to higher volumes. Segment EBITDA was $9.8 million, down 13%, and segment EBITDA margin was 20.1%. Higher volume resulted in improved utilization rates, but these benefits were largely offset by lower price and unfavorable product mix. In addition, foreign exchange negatively impacted this quarter’s EBITDA.
Performance Chemicals
Sales in Performance Chemicals were $177.0 million, down 31%.
Road Technologies product line sales of $119.0 million were down 8% driven by unfavorable weather conditions in key regions in North America. Industrial Specialties product line sales of $58.0 million were down 54% due primarily to the impact of the segment’s repositioning actions which are focused on reducing exposure to lower margin end markets, as well as continued weakness in industrial demand.
Segment EBITDA was$19.8 million, down 20%, reflecting the impact of higher CTO costs and continued weak industrial demand. Segment EBITDA margin improved 160 basis points to 11.2% as the segment benefited from the exit of lower margin end markets and cost savings as a result of repositioning actions.
Liquidity/Other
Third quarter operating cash flow was $46.5 million with free cash flow of $28.5 million, which includes the first of two $50.0 million payments to terminate a long-term CTO supply contract, as well as the cash impact of $21.0 million in restructuring charges. The second and final termination payment of $50.0 million was completed in October. There were no share repurchases for the quarter and $353.4 million remains available under the current $500 million Board authorization. Net leverage was flat to last quarter at 4.0 times but is expected to improve beginning next quarter.
Full Year 2024 Guidance
“We began to see the positive impact of the Performance Chemicals segment repositioning during the quarter. Our focus over the next several quarters will be on execution to ensure we maximize the benefits of our strategy. We are affirming our guidance of sales between $1.40 billion and $1.50 billion and our adjusted EBITDA to between $350 million and $360 million,” said Fernandez-Moreno.
Additional Information
The company will host a live webcast on Wednesday, October 30, at 10:00 a.m. (Eastern) to discuss third-quarter 2024 fiscal results. The webcast can be accessed here or on the investors section of Ingevity’s website. You may also listen to the conference call by dialing 833 470 1428 (inside the U.S.) and entering access code 381718. Callers outside the U.S. can find global dial-in numbers here. For those unable to join the live event, a recording will be available beginning at approximately 2:00 p.m. (Eastern) on October 30, 2024, through October 29, 2025.
Ingevity: Purify, Protect and Enhance
Ingevity provides products and technologies that purify, protect and enhance the world around us. Through a team of talented and experienced people, we develop, manufacture and bring to market solutions that help customers solve complex problems and make the world more sustainable. We operate in three reporting segments: Performance Materials, which includes activated carbon; Advanced Polymer Technologies, which includes caprolactone polymers; and Performance Chemicals, which includes specialty chemicals and road technologies. Our products are used in a variety of demanding applications, including adhesives, agrochemicals, asphalt paving, certified biodegradable bioplastics, coatings, elastomers, lubricants, pavement markings, oil production, and automotive components. Headquartered in North Charleston, South Carolina, Ingevity operates from 31 countries
around the world and employs approximately 1,700 people. The company’s common stock is traded on the New York Stock Exchange (NYSE:NGVT). For more information, visit ingevity.com.
Use of non-GAAP financial measures: This press release 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 press release. Investors are urged to consider carefully the comparable GAAP measures and the reconciliations to those measures provided. The company does not attempt to provide reconciliations of forward-looking non-GAAP guidance to the comparable GAAP measure because the impact and timing of the factors underlying the guidance assumptions are inherently uncertain and difficult to predict and are unavailable without unreasonable efforts. In addition, Ingevity believes such reconciliations would imply a degree of certainty that could be confusing to investors.
Forward Looking Statements
This press release contains “forward looking statements” within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements generally include the words “will,” “plans,” “intends,” “targets,” “expects,” “outlook,” “guidance,” “believes,” “anticipates” or similar expressions. Forward looking statements may include, without limitation, anticipated timing, charges and costs of any current or future repositioning of our Performance Chemicals segment, including the oleo-based product refining transition, Crossett, Arkansas plant closure, and the previously announced closure of our DeRidder, Louisiana plant; the potential benefits of any acquisition or investment transaction, expected financial positions, guidance, results of operations and cash flows; financing plans; business strategies and expectations; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost reduction initiatives, plans and objectives; litigation-related strategies and outcomes; and markets for securities. Actual results could differ materially from the views expressed. 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, charges, costs or actions, including adverse legal or regulatory actions, resulting from, or in connection with, the current or future repositioning of our Performance Chemicals segment, including the oleo-based product refining transition, Crossett, Arkansas plant closure, and the previously announced closure of our DeRidder, Louisiana plant; losses due to resale of crude tall oil at less than we paid for it; adverse effects from general global economic, geopolitical and financial conditions beyond our control, including inflation and the Russia Ukraine war and conflict in the middle east; risks related to our international sales and operations; adverse conditions in the automotive market; competition from substitute products, new technologies and new or emerging competitors; worldwide air quality standards; a decrease in government infrastructure spending; adverse conditions in cyclical end markets; the limited supply of or lack of access to sufficient raw materials, or any material increase in the cost to acquire such raw materials; issues with or integration of future acquisitions and other investments; the provision of services by third parties at several facilities; supply chain disruptions; natural disasters and extreme weather events; or other unanticipated problems such as labor difficulties (including work stoppages), equipment failure or unscheduled maintenance and repair; attracting and retaining key personnel; dependence on certain large customers; legal actions associated with our intellectual property rights; protection of our intellectual property and other proprietary information; information technology security breaches and other disruptions; complications with designing or implementing our new enterprise resource planning system; government policies and regulations, including, but not limited to, those affecting the environment, climate change, tax policies, tariffs and the chemicals industry; losses due to lawsuits arising out of environmental damage or personal injuries associated with chemical or other manufacturing processes; and the other factors detailed from time to time in the reports we file with the Securities and Exchange Commission (the “SEC”), including those described in Part I, Item 1A. Risk Factors in our most recent Annual Report on Form 10 K as well as in our other filings with the SEC. These forward looking statements speak only to management’s beliefs as of the date of this press release. Ingevity assumes no obligation to provide any revisions to, or update, any projections and forward looking statements contained in this press release.


TABLE OF CONTENTS



INGEVITY CORPORATION
Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
In millions, except per share data2024202320242023
Net sales$376.9 $446.0 $1,107.6 $1,320.4 
Cost of sales247.0 317.0 754.8 908.0 
Gross profit129.9 129.0 352.8 412.4 
Selling, general, and administrative expenses38.7 40.0 127.3 140.3 
Research and technical expenses6.7 7.8 20.8 24.6 
Restructuring and other (income) charges, net86.9 24.6 162.8 49.4 
Goodwill impairment charge— — 349.1 — 
Acquisition-related costs(0.1)0.1 — 3.8 
Other (income) expense, net111.8 1.3 167.9 (13.9)
Interest expense, net23.8 23.1 69.3 64.3 
Income (loss) before income taxes(137.9)32.1 (544.4)143.9 
Provision (benefit) for income taxes(30.7)6.9 (97.5)32.5 
Net income (loss)$(107.2)$25.2 $(446.9)$111.4 
Per share data
Basic earnings (loss) per share$(2.95)$0.70 $(12.31)$3.05 
Diluted earnings (loss) per share(2.95)0.69 (12.31)3.03 
Weighted average shares outstanding
Basic36.3 36.2 36.3 36.6 
Diluted36.3 36.4 36.3 36.8 

Financial Schedules - Page 1

INGEVITY CORPORATION
Segment Operating Results (Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
In millions 2024202320242023
Net sales
Performance Materials$151.1 $147.2 $453.4 $433.2 
Road Technologies product line119.0 129.7 293.8 316.4 
Industrial Specialties product line58.0 126.3 215.7 409.2 
Performance Chemicals$177.0 $256.0 $509.5 $725.6 
Advanced Polymer Technologies$48.8 $42.8 $144.7 $161.6 
Total net sales$376.9 $446.0 $1,107.6 $1,320.4 
Segment EBITDA (1)
Performance Materials$80.6 $74.5 $240.8 $208.5 
Performance Chemicals19.8 24.7 18.5 89.9 
Advanced Polymer Technologies9.8 11.2 29.1 36.6 
Total segment EBITDA (1)
$110.2 $110.4 $288.4 $335.0 
Interest expense, net
(23.8)(23.1)(69.3)(64.3)
(Provision) benefit for income taxes
30.7 (6.9)97.5 (32.5)
Depreciation and amortization - Performance Materials(9.7)(9.5)(29.0)(28.7)
Depreciation and amortization - Performance Chemicals(8.6)(13.2)(31.1)(40.0)
Depreciation and amortization - Advanced Polymer Technologies(7.9)(7.9)(23.0)(23.4)
Restructuring and other income (charges), net (2) (3)
(86.9)(24.6)(162.8)(49.4)
Goodwill impairment charge (2)(4)
— — (349.1)— 
Acquisition and other-related costs (2) (5)
0.1 (0.1)— (4.6)
Inventory charges (6)
(3.8)— (6.3)— 
Loss on CTO resales (2) (4)
(0.8)— (50.8)— 
CTO supply contract termination charges (2) (4)
(100.0)— (100.0)— 
Gain (loss) on strategic investments (2) (7)
(6.7)0.1 (11.4)19.3 
Net income (loss) $(107.2)$25.2 $(446.9)$111.4 
_______________
(1) Segment EBITDA is the primary measure used by our chief operating decision maker ("CODM") to evaluate the performance of and allocate resources among our operating segments. Segment EBITDA is defined as segment net sales less segment operating expenses (segment operating expenses consist of costs of sales, selling, general and administrative expenses, research and technical expenses, other (income) expense, net, excluding depreciation and amortization). We have excluded the following items from segment EBITDA: interest expense associated with corporate debt facilities, interest income, income taxes, depreciation, amortization, restructuring and other income (charges), net, inventory lower of cost or market charges associated with restructuring actions, goodwill impairment charge, acquisition and other-related income (costs), litigation verdict charges, gain (loss) on strategic investments, loss on CTO resales, CTO supply contract termination charges, pension and postretirement settlement and curtailment income (charges), net.
(2) For more information on these charges, refer to the Reconciliation of Adjusted Earnings table on page 7.
(3) The table below provides an allocation of these charges between our three reportable segments to provide investors, potential investors, securities analysts and others with the information, should they choose, to apply such (income) charges to each respective reportable segment for which the charges relate.
Three Months Ended September 30,Nine Months Ended September 30,
In millions2024202320242023
Performance Materials$0.6 $1.3 $0.7 $7.5 
Performance Chemicals86.1 22.9 162.0 39.6 
Advanced Polymer Technologies0.2 0.4 0.1 2.3 
Restructuring and other (income) charges, net$86.9 $24.6 $162.8 $49.4 
(4) For the three and nine months ended September 30, 2024, charges relate to the Performance Chemicals reportable segment.
(5) For the three and nine months ended September 30, 2024 and 2023, charges relate to the Performance Chemicals reportable segment.
(6) For the three and nine months ended September 30, 2024, inventory charges represent lower of cost or market charges associated with the Performance Chemicals’ repositioning. These charges were not allocated in the measurement of our Performance Chemicals reportable segment profitability used by our CODM. Amounts are included in Cost of sales on the condensed consolidated statement of operations.
Financial Schedules - Page 2

(7) The table below provides an allocation of these charges between our three reportable segments to provide investors, potential investors, securities analysts and others with the information, should they choose, to apply such (income) charges to each respective reportable segment for which the charges relate.
Three Months Ended September 30,Nine Months Ended September 30,
In millions2024202320242023
Performance Materials$— $(0.1)$(0.1)$(19.3)
Performance Chemicals4.5 — 9.3 — 
Advanced Polymer Technologies2.2 — 2.2 — 
(Gain) loss on strategic investments$6.7 $(0.1)$11.4 $(19.3)

Financial Schedules - Page 3

INGEVITY CORPORATION
Condensed Consolidated Balance Sheets (Unaudited)
In millions September 30, 2024December 31, 2023
Assets
Cash and cash equivalents$135.5 $95.9 
Accounts receivable, net189.9 182.0 
Inventories, net261.0 308.8 
Prepaid and other current assets50.4 71.9 
Current assets636.8 658.6 
Property, plant, and equipment, net671.3 762.2 
Goodwill186.9 527.5 
Other intangibles, net298.6 336.1 
Restricted investment81.1 79.1 
Strategic investments87.3 99.2 
Other assets249.6 160.6 
Total Assets$2,211.6 $2,623.3 
Liabilities
Accounts payable$96.5 $158.4 
Accrued expenses116.8 72.3 
Notes payable and current maturities of long-term debt100.7 84.4 
Other current liabilities46.8 47.8 
Current liabilities360.8 362.9 
Long-term debt including finance lease obligations1,397.6 1,382.8 
Deferred income taxes65.7 70.9 
Other liabilities173.0 175.3 
Total Liabilities1,997.1 1,991.9 
Equity214.5 631.4 
Total Liabilities and Equity$2,211.6 $2,623.3 

Financial Schedules - Page 4

INGEVITY CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
In millions2024202320242023
Cash provided by (used in) operating activities:
Net income (loss)$(107.2)$25.2 $(446.9)$111.4 
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation and amortization26.2 30.6 83.1 92.1 
Restructuring and other (income) charges, net86.9 24.6 162.8 49.4 
Loss on CTO resales0.8 — 50.8 — 
(Gain) loss on strategic investment6.7 (0.1)11.4 (19.3)
Goodwill impairment charge— — 349.1 — 
CTO supply contract termination charges100.0 — 100.0 — 
Other non-cash items(24.7)39.3 (88.5)115.9 
Changes in operating assets and liabilities, net of effect of acquisitions:
Restructuring and other cash outflow, net(21.0)(21.9)(43.9)(46.7)
CTO resales cash inflow (outflow), net0.3 — (45.0)— 
CTO supply contract termination cash outflow(50.0)— (50.0)— 
Changes in other operating assets and liabilities, net28.5 7.5 (18.8)(143.9)
Net cash provided by (used in) operating activities$46.5 $105.2 $64.1 $158.9 
Cash provided by (used in) investing activities:
Capital expenditures$(18.0)$(33.5)$(52.7)$(80.6)
Proceeds from sale of strategic investment— 0.1 — 31.5 
Purchase of strategic investment— (2.4)— (2.4)
Other investing activities, net0.6 3.5 1.2 (1.1)
Net cash provided by (used in) investing activities$(17.4)$(32.3)$(51.5)$(52.6)
Cash provided by (used in) financing activities:
Proceeds from revolving credit facility and other borrowings$38.2 $41.7 $150.5 $239.5 
Payments on revolving credit facility and other borrowings(44.1)(95.3)(119.3)(240.1)
Finance lease obligations, net(0.3)(0.1)(0.9)(0.6)
Tax payments related to withholdings on vested equity awards(0.1)(0.3)(2.9)(4.8)
Proceeds and withholdings from share-based compensation plans, net— 0.7 — 4.7 
Repurchases of common stock under publicly-announced plan— — — (92.1)
Net cash provided by (used in) financing activities$(6.3)$(53.3)$27.4 $(93.4)
Increase (decrease) in cash, cash equivalents, and restricted cash22.8 19.6 40.0 12.9 
Effect of exchange rate changes on cash5.4 (2.3)1.6 (3.0)
Change in cash, cash equivalents, and restricted cash(1)
28.2 17.3 41.6 9.9 
Cash, cash equivalents, and restricted cash at beginning of period125.3 76.9 111.9 84.3 
Cash, cash equivalents, and restricted cash at end of period (1)
$153.5 $94.2 $153.5 $94.2 
(1) Includes restricted cash of $18.0 million and $9.7 million and cash and cash equivalents of $135.5 million and $84.5 million at September 30, 2024 and 2023, respectively. Restricted cash is included within "Prepaid and other current assets" and "Restricted investment" within the condensed consolidated balance sheets.
Supplemental cash flow information:
Cash paid for interest, net of capitalized interest$18.7 $17.9 $61.0 $57.9 
Cash paid for income taxes, net of refunds1.8 4.3 24.0 27.9 
Purchases of property, plant, and equipment in accounts payable0.4 0.8 2.2 6.1 
Leased assets obtained in exchange for new finance lease liabilities— 0.2 — 0.2 
Leased assets obtained in exchange for new operating lease liabilities3.6 7.2 5.5 26.0 

Financial Schedules - Page 5

Ingevity Corporation
Non-GAAP Financial Measures
Ingevity 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 on the following pages. These financial measures are not meant to be considered in isolation nor as a substitute for the most directly comparable financial measure calculated in accordance with GAAP. 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.
We believe these non-GAAP financial measures provide management as well as 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, liquidity measures, and projected future results.
Ingevity uses the following non-GAAP measures:
Adjusted earnings (loss) is defined as net income (loss) plus restructuring and other (income) charges, net, goodwill impairment charge, acquisition and other-related (income) costs, pension and postretirement settlement and curtailment (income) charges, loss on CTO resales, CTO supply contract termination charges, (gain) loss on strategic investments, debt refinancing fees, litigation verdict 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 plus restructuring and other (income) charges, net, per share, goodwill impairment charge per share, acquisition and other-related (income) costs per share, pension and postretirement settlement and curtailment (income) charges per share, loss on CTO resales per share, CTO supply contract termination charges per share, (gain) loss on strategic investments per share, debt refinancing fees per share, litigation verdict charge per share, and the income tax expense (benefit) per share on those items, less the provision (benefit) from certain discrete tax items per share.
Adjusted EBITDA is defined as net income (loss) plus interest expense, net, provision (benefit) for income taxes, depreciation, amortization, restructuring and other (income) charges, net, goodwill impairment charge, acquisition and other-related (income) costs, litigation verdict charges, (gain) loss on strategic investments, loss on CTO resales, CTO supply contract termination charges, and pension and postretirement settlement and curtailment (income) charges, net.
Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Net sales.
Free Cash Flow is defined as the sum of net cash provided by (used in) the following items: operating activities less capital expenditures.
Net Debt is defined as the sum of notes payable, short-term debt, current maturities of long-term debt and long-term debt including finance lease obligations less the sum of cash and cash equivalents, restricted cash associated with our new market tax credit financing arrangement, and restricted investment associated with certain finance lease obligations, excluding the allowance for credit losses on held-to-maturity debt securities held within the restricted investment.
Net Debt Ratio is defined as Net Debt divided by the last twelve months Adjusted EBITDA, inclusive of acquisition-related pro forma adjustments.
Ingevity's management also uses the above financial measures as the primary measures of profitability and liquidity of the business. In addition, Ingevity 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.
GAAP Reconciliation of 2024 Adjusted EBITDA Guidance
A reconciliation of net income to adjusted EBITDA as projected for 2024 is not provided. Ingevity does not forecast net income as it cannot, without unreasonable effort, estimate or predict with certainty various components of net income. These components, net of tax, include further restructuring and other income (charges), net; additional acquisition and other-related (income) costs; litigation verdict charges; additional pension and postretirement settlement and curtailment (income) charges; and revisions due to legislative tax rate changes. Additionally, discrete tax items could drive variability in our projected effective tax rate. All of these components could significantly impact such financial measures. Further, in the future, other items with similar characteristics to those currently included in adjusted EBITDA, that have a similar impact on the comparability of periods, and which are not known at this time, may exist and impact adjusted EBITDA.
Financial Schedules - Page 6
INGEVITY CORPORATION
Reconciliation of Non-GAAP Financial Measures

Reconciliation of Net Income (Loss) (GAAP) to Adjusted Earnings (Loss) (Non-GAAP) and Reconciliation of Diluted Earnings (Loss) per Common Share (GAAP) to Diluted Adjusted Earnings per Share (Non-GAAP)
Three Months Ended September 30,Nine Months Ended September 30,
In millions, except per share data (unaudited)2024202320242023
Net income (loss) (GAAP)$(107.2)$25.2 $(446.9)$111.4 
Restructuring and other (income) charges, net (1)
86.9 24.6 162.8 49.4 
Goodwill impairment charge (2)
— — 349.1 — 
Acquisition and other-related costs (3)
(0.1)0.1 — 4.6 
Loss on CTO resales (4)
0.8 — 50.8 — 
CTO supply contract termination charges (5)
100.0 — 100.0 — 
(Gain) loss on strategic investments (6)
6.7 (0.1)11.4 (19.3)
Tax effect on items above (7)
(43.3)(5.8)(158.0)(8.1)
Certain discrete tax provision (benefit) (8)
(3.6)0.2 24.4 (1.1)
Adjusted earnings (loss) (Non-GAAP)
$40.2 $44.2 $93.6 $136.9 
Diluted earnings (loss) per common share (GAAP)$(2.95)$0.69 $(12.31)$3.03 
Restructuring and other (income) charges, net2.39 0.67 4.48 1.34 
Goodwill impairment charge— — 9.62 — 
Acquisition and other-related costs— — — 0.13 
Loss on CTO resales0.02 — 1.40 — 
CTO supply contract termination charges2.75 — 2.75 — 
(Gain) loss on strategic investments0.18 — 0.31 (0.52)
Tax effect on items above(1.19)(0.16)(4.36)(0.23)
Certain discrete tax provision (benefit)(0.10)0.01 0.67 (0.03)
Diluted adjusted earnings (loss) per share (Non-GAAP)
$1.10 $1.21 $2.56 $3.72 
Weighted average common shares outstanding - Diluted (9)
36.5 36.4 36.5 36.8 
Financial Schedules - Page 7
INGEVITY CORPORATION
Reconciliation of Non-GAAP Financial Measures

_______________
(1) We regularly perform strategic reviews and assess the return on our operations, which sometimes results in a plan to restructure the business. These costs are excluded from our reportable segment results; details of which are included in the table below. For the details of these costs between our reportable segments, see Segment Operating Results on page 2.
Three Months Ended September 30,Nine Months Ended September 30,
In millions2024202320242023
Work force reductions and other $— $1.5 $— $11.6 
Performance Chemicals' repositioning85.6 — 157.9 — 
Restructuring charges (1)
$85.6 $1.5 $157.9 $11.6 
Alternative feedstock transition— 11.8 — 18.4 
North Charleston plant transition1.3 9.8 4.9 12.7 
Business transformation costs— 1.5 — 6.7 
Other (income) charges, net (1)
$1.3 $23.1 $4.9 $37.8 
Restructuring and other (income) charges, net (2)
$86.9 $24.6 $162.8 $49.4 
_________________
(1) Amounts are recorded within Restructuring and other (income) charges, net on the condensed consolidated statement of operations.
(2) For information on our Workforce reductions and other, Performance Chemicals' repositioning, Alternative feedstock transition, North Charleston plant transition, and the Business transformation costs please refer to Note 15, Restructuring and Other (Income) Charges, net, in the Notes to the Consolidated Financial Statements included in the Company’s Form 10-K for the year ended December 31, 2023, filed on February 22, 2024. Updates will be provided in subsequent filings of the Company's Form 10-Q in 2024.
(2) During the second quarter of 2024, the company concluded that the carrying amount of the Performance Chemicals’ reporting unit exceeded its fair value, resulting in a non-cash goodwill impairment charge.
(3) Charges represent (gains) losses incurred to complete and integrate acquisitions and other strategic investments. Charges may include the expensing of the inventory fair value step-up resulting from the application of purchase accounting for acquisitions and certain legal and professional fees associated with the completion of acquisitions and strategic investments. For the details of these costs between our reportable segments, see Segment Operating Results on page 2.
Three Months Ended September 30,Nine Months Ended September 30,
In millions2024202320242023
Legal and professional service fees$(0.1)$0.1 $— $3.8 
Acquisition-related (income) costs$(0.1)$0.1 $— $3.8 
Inventory fair value step-up amortization (1)
— — — 0.8 
Acquisition and other-related (income) charges$(0.1)$0.1 $— $4.6 
_________________
(1) Included in Cost of sales on the condensed consolidated statement of operations.
(4) Due to the DeRidder Plant closure and the corresponding reduced CTO refining capacity, we were obligated, under an existing CTO supply contract, to purchase CTO through 2025 at amounts in excess of required CTO volumes. As of July 1, 2024, we have terminated the CTO supply contract that resulted in these excess CTO volumes. As a result of the termination of this contract the purchases under the CTO supply contract ended, effective June 30, 2024. Therefore, we are no longer required to purchase this excess CTO volume through 2025, and as such, we expect to end our CTO resale activity by the end of 2024. Updates will be provided in subsequent filings of the Company's Form 10-Q in 2024.
(5) As consideration for the termination of the CTO supply contract, we made a cash payment in the amount of $50.0 million on July 1, 2024 and an additional cash payment in the amount of $50.0 million on October 8, 2024. Since this contract termination is directly attributable to the Performance Chemicals’ repositioning, that is, it does not represent normal, recurring expenses necessary to operate our business, we have excluded the CTO supply contract termination charges for the purposes of calculating our non-GAAP financial performance measures. Updates will be provided in subsequent filings of the Company's Form 10-Q in 2024.
(6) We exclude gains and losses from strategic investments from our segment results, as well as our non-GAAP financial measures, because we do not consider such gains or losses to be directly associated with the operational performance of the segment. We believe that the inclusion of such gains or losses, would impair the factors and trends affecting the historical financial performance of our reportable segments. We continue to include undistributed earnings or loss, distributions, amortization or accretion of basis differences, and other-than-temporary impairments for equity method investments that we believe are directly attributable to the operational performance of such investments, in our reportable segment results.
(7) Income tax impact of non-GAAP adjustments is the summation of the calculated income tax charge related to each pre-tax non-GAAP adjustment. The non-GAAP adjustments relate primarily to adjustments in the United States. As such, the income tax effect is calculated using the statutory tax rates of 21% for the United States and approximately 2.5% for state and local taxes, applied to the non-GAAP adjustments.
(8) Represents certain discrete tax items such as excess tax benefits on stock compensation and impacts of legislative tax rate changes.
(9) The average number of shares outstanding used in the three and nine months ended September 30, 2024 diluted adjusted earnings (loss) per share computation (Non-GAAP) includes 0.2 million diluted shares. This number of shares differs from the average number of shares outstanding used in diluted earnings (loss) per share computations (GAAP) as we had a net loss on a GAAP basis.
Financial Schedules - Page 8
INGEVITY CORPORATION
Reconciliation of Non-GAAP Financial Measures

Reconciliation of Net Income (Loss) (GAAP) to Adjusted EBITDA (Non-GAAP)
Three Months Ended September 30,Nine Months Ended September 30,
In millions, except percentages (unaudited)2024202320242023
Net income (loss) (GAAP)$(107.2)$25.2 $(446.9)$111.4 
Provision (benefit) for income taxes(30.7)6.9 (97.5)32.5 
Interest expense, net23.8 23.1 69.3 64.3 
Depreciation and amortization26.2 30.6 83.1 92.1 
Restructuring and other (income) charges, net (1)
86.9 24.6 162.8 49.4 
Goodwill impairment charge (1)
— — 349.1 — 
Acquisition and other-related (income) costs (1)
(0.1)0.1 — 4.6 
Loss on CTO resales (1)
0.8 — 50.8 — 
CTO supply contract termination charges (1)
100.0 — 100.0 — 
(Gain) loss on strategic investments (1)
6.7 (0.1)11.4 (19.3)
Adjusted EBITDA (Non-GAAP)
$106.4 $110.4 $282.1 $335.0 
Net sales
$376.9 $446.0 $1,107.6 $1,320.4 
Net income (loss) margin(28.4)%5.7 %(40.3)%8.4 %
Adjusted EBITDA margin
28.2 %24.8 %25.5 %25.4 %
_______________
(1) For more information on these charges, refer to the Reconciliation of Adjusted Earnings table on page 7.

Financial Schedules - Page 9
INGEVITY CORPORATION
Reconciliation of Non-GAAP Financial Measures

Calculation of Free Cash Flow (Non-GAAP)
Three Months Ended September 30,Nine Months Ended September 30,
In millions (unaudited)2024202320242023
Net cash provided by (used in) operating activities$46.5 $105.2 $64.1 $158.9 
Less: Capital expenditures18.0 33.5 52.7 80.6 
Free Cash Flow (Non-GAAP)$28.5 $71.7 $11.4 $78.3 

Financial Schedules - Page 10
INGEVITY CORPORATION
Reconciliation of Non-GAAP Financial Measures

Calculation of Net Debt Ratio (Non-GAAP)
In millions, except ratios (unaudited)September 30, 2024
Notes payable and current maturities of long-term debt$100.7 
Long-term debt including finance lease obligations1,397.6 
Debt issuance costs4.5 
Total Debt1,502.8 
Less:
Cash and cash equivalents (1)
135.7 
Restricted investment (2)
81.3
Net Debt
$1,285.8 
Net Debt Ratio (Non GAAP)
Adjusted EBITDA
Twelve months ended December 31, 2023
$377.1 
Nine months ended September 30, 2023 (3)
(335.0)
Nine months ended September 30, 2024 (3)
282.1 
Adjusted EBITDA - last twelve months (LTM) as of September 30, 2024
$324.2 
Net debt ratio (Non GAAP)4.0x
_______________
(1) Includes $0.2 million of Restricted Cash related to the New Market Tax Credit arrangement.
(2) Our restricted investment is a trust managed in order to secure repayment of the finance lease obligation associated with Performance Materials' Wickliffe, Kentucky, manufacturing site at maturity. The trust, presented as Restricted investment on our condensed consolidated balance sheets, originally purchased long-term bonds that mature through 2026. The principal received at maturity of the bonds, along with interest income that is reinvested in the trust, are expected to be equal to or more than the $80.0 million finance lease obligation that is due in 2027. Excludes $0.2 million allowance for credit losses on held-to-maturity debt securities.
(3) Refer to the Reconciliation of Net Income (GAAP) to Adjusted EBITDA (Non-GAAP) schedule on page 9 for the reconciliation to the most comparable GAAP financial measure.

Financial Schedules - Page 11
v3.24.3
Document and Entity Information Document
Oct. 29, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 29, 2024
Entity Registrant Name Ingevity Corp
Entity Central Index Key 0001653477
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 001-37586
Entity Tax Identification Number 47-4027764
Entity Address, Address Line One 4920 O'Hear Avenue Suite 400
Entity Address, City or Town North Charleston
Entity Address, State or Province SC
Entity Address, Postal Zip Code 29405
City Area Code 843
Local Phone Number 740-2300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock ($0.01 par value)
Trading Symbol NGVT
Security Exchange Name NYSE
Entity Emerging Growth Company false
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