Form 8-K - Current report

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

January 16, 2025

Date of Report (date of earliest event reported)

__________________________________________________________________________

INGEVITY CORPORATION

(Exact name of registrant as specified in its charter)

__________________________________________________________________________

Delaware

001-37586

47-4027764

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

4920 O'Hear Avenue Suite 400

North Charleston

South Carolina

29405

(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)	NGVT	New 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 Act		o

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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 16, 2025, Ingevity Corporation (“Ingevity” or the “Company”) issued a press release (the “Press Release”) announcing, among other things, certain unaudited preliminary financial results for the Company’s fiscal year 2024. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The preliminary financial results provided in the Press Release remain subject to completion of the Company’s fiscal year financial audit.

ITEM 7.01. REGULATION FD DISCLOSURE

The Press Release also announced that Ingevity is exploring strategic alternatives for the Company’s Performance Chemicals Industrial Specialties product line, including a potential divestiture of portions of its North Charleston site.

The information provided in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including the Press Release attached hereto as Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Forward-Looking Statements

This Current Report on Form 8-K 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, results, charges and costs of any current or future repositioning of our Performance Chemicals segment, including the announced review of strategic alternatives for the Industrial Specialties product line and North Charleston, South Carolina crude tall oil refinery, the oleo-based product refining transition and closure of our plants in Crossett, Arkansas and DeRidder, Louisiana; leadership transitions within our organization; 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 announced review of strategic alternatives for the Industrial Specialties product line and North Charleston, South Carolina crude tall oil refinery, the oleo-based product refining transition and closure of our plants in Crossett, Arkansas and DeRidder, Louisiana; losses due to resale of crude tall oil at less than we paid for it; leadership transitions within our organization; 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 Current Report on Form 8-K. Ingevity assumes no obligation to provide any revisions to, or update, any projections and forward looking statements contained in this report.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.


Exhibit No.			Description of Exhibit

99.1			Press release dated January 16, 2025.
104			Cover 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 Presidentand Chief Financial Officer

Date: January 16, 2025

Exhibit 99.1



						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 announces plans to explore strategic alternatives for Performance Chemicals Industrial Specialties product line and North Charleston CTO refinery; releases preliminary 2024 financial results

•Exiting of targeted product line expected to further strengthen the Performance Chemicals segment and improve Ingevity’s overall earnings and cash flow profile

•Evaluating additional potential actions to maximize shareholder value

•Full year 2024 Net sales expected to be approximately $1.40 billion; Adjusted EBITDA of approximately $360 million

NORTH CHARLESTON, SC, Jan. 16, 2025 – Ingevity Corporation (NYSE: NGVT) today announced that it is exploring strategic alternatives for the company’s Performance Chemicals Industrial Specialties product line, including a potential divestiture of portions of its North Charleston site. Ingevity noted that this process includes all Industrial Specialties pine chemical-based chemistries that serve the paper chemical, rubber, adhesive, oilfield, lubricants and industrial intermediate end-use markets, and the North Charleston, South Carolina, crude tall oil refinery. This process will not include the Performance Chemicals Road Technologies product line, nor certain lignin-based products that are currently reported in Ingevity’s Industrial Specialties product line.

“Ingevity’s management team and Board are committed to taking aggressive action to deliver more shareholder value,” said Luis Fernandez-Moreno, Ingevity interim president and CEO. “Over the last fifteen months, we have undertaken a series of initiatives to improve the performance of our business, in particular our Performance Chemicals segment. These initiatives are already leading to improved results, as demonstrated by the sequential segment EBITDA margin improvement realized during the second half of 2024.”

“Exiting most of the Industrial Specialties product line will strengthen the Performance Chemicals segment further and enable us to focus our attention on higher growth and higher margin opportunities within our portfolio while improving the company’s earnings and cash flow profile,” continued Fernandez-Moreno. “During this process, we will continue to provide exceptional service and support to our Industrial Specialties customers.”

“We are continuing to evaluate the rest of the Ingevity portfolio and remain committed to taking appropriate actions, including ensuring our cost structure is aligned with our objective of being a specialty chemicals leader. We believe we will be well positioned for profitable growth and value creation beginning in 2025,” stated Fernandez-Moreno.

Ingevity cannot assure its strategic review will result in a transaction. The company expects to move as swiftly as possible and communicate the path forward before the end of the year and does not intend to disclose further developments unless and until it is determined that further disclosure is appropriate.

Preliminary fiscal year 2024 financial results

Ingevity announced today unaudited preliminary financial results for fiscal year 2024. These preliminary results remain subject to completion of the company’s fiscal year financial audit. The company expects to report Net sales of approximately $1.40 billion, Adjusted EBITDA of approximately $360 million, and free cash flow of greater than $40 million.

“We are pleased to announce that our full year Adjusted EBITDA is expected to reach the high end of our previous guidance and free cash flow to significantly exceed prior guidance. This achievement is driven by the ongoing positive impact of our Performance Chemicals segment repositioning and the consistent strong performance of our Performance Materials segment, which has delivered another robust quarter. With this positive momentum, we have increased confidence in our ability to deliver slightly above $400 million of Adjusted EBITDA in 2025,” said Fernandez-Moreno. “We will provide more detail on our 2025 guidance at our upcoming fourth-quarter and fiscal year 2024 earnings call scheduled on February 19, 2025.”

The company’s expectations for Adjusted EBITDA in 2025 do not include any potential impact from the exploration of strategic alternatives announced today.

Fourth-quarter and full year 2024 financial results conference call and webcast

As previously announced, Ingevity will release its fourth-quarter and full year 2024 earnings after the stock market closes on Tuesday, February 18, and Ingevity will host a live webcast on Wednesday, February 19, at 10:00 a.m. (Eastern) to discuss fourth-quarter and full year 2024 financial results as well as 2025 guidance. The webcast can be accessed on the investors section of Ingevity’s website.

Participants may also listen to the conference call by dialing 833 470 1428 (inside the U.S.) and entering access code 068901. 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 February 19, 2025, through February 18, 2026.

Information on how to access the webcast and conference call, along with a slide deck containing other relevant financial and statistical information, will be posted on the investors section of Ingevity’s website prior to the call.

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, pavement markings and automotive components. Headquartered in North Charleston, South Carolina, Ingevity operates from 31 countries around the world and employs approximately 1,600 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 forward-looking non‐GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures. 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, results and charges and costs of any current or future repositioning of our Performance Chemicals segment, including the announced review of strategic alternatives for the Industrial Specialties product line and North Charleston, South Carolina crude tall oil refinery, the oleo-based product refining transition and closure of our plants in Crossett, Arkansas, and DeRidder, Louisiana; leadership transitions within our organization; 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 announced review of strategic alternatives for the Industrial Specialties product line and North Charleston, South Carolina crude tall oil refinery, the oleo-based product refining transition and closure of our plants in Crossett, Arkansas, and DeRidder, Louisiana; losses due to resale of crude tall oil at less than we paid for it; leadership transitions within our organization; 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.

Document and Entity Information Document	Jan. 16, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 16, 2025
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