10-K: Ingevity Reports Significant Loss in 2024, Announces Strategic Review and Portfolio Repositioning

• Ingevity Corporation reported a net loss of $430.3 million for the fiscal year ended December 31, 2024, compared to a net loss of $5.4 million in 2023 and net income of $211.6 million in 2022.
• The loss was primarily attributed to a $349.1 million goodwill impairment charge in the Performance Chemicals segment and $186.2 million in restructuring and other charges.
• Net sales decreased to $1.406 billion in 2024 from $1.692 billion in 2023, mainly due to the Performance Chemicals industrial specialties product line's repositioning and weakness in certain industrial end markets.
• The company is exploring strategic alternatives for its Performance Chemicals industrial specialties product line, including a potential divestiture of portions of the North Charleston site.
• Ingevity expects 2025 net sales to be between $1.3 billion and $1.4 billion and Adjusted EBITDA to be between $400 million and $415 million.
• The company is undergoing a Performance Chemicals repositioning, including plant closures in DeRidder, Louisiana, and Crossett, Arkansas, expected to yield $95 million to $110 million in savings.

Score: 3

Explanation: The document presents a negative outlook due to the significant net loss, goodwill impairment charge, and restructuring activities. While there are some positive aspects, such as the Performance Materials segment's performance and expected savings from repositioning, the overall tone is pessimistic.

• Performance Materials delivered record Net sales, Segment EBITDA, and Segment EBITDA margins.
• The Performance Chemicals repositioning is expected to yield $95 million to $110 million in savings, with $84 million already realized in 2024.
• Ingevity expects growth in its Performance Materials reportable segment due to increased pricing on select products.
• The company expects improved segment EBITDA in its Performance Chemicals reportable segment, with segment EBITDA margins in the mid-to-high single digits.
• The company anticipates that its Advanced Polymer Technologies segment EBITDA will improve versus prior year as its enacted pricing and mix strategies will produce segment EBITDA margins of around 20 percent.

• Ingevity reported a net loss of $430.3 million in 2024, a significant decrease compared to a net loss of $5.4 million in 2023 and net income of $211.6 million in 2022.
• The Performance Chemicals segment experienced a $349.1 million goodwill impairment charge.
• Net sales decreased by 16% to $1.406 billion in 2024, primarily due to volume declines in the Performance Chemicals segment.
• The company terminated a CTO supply contract, incurring $100 million in termination charges.
• The company incurred $52.7 million in CTO resale losses.

• The repositioning of the Performance Chemicals business has reduced net sales and may adversely affect financial condition and results of operations.
• The review of strategic alternatives for the industrial specialties product line and North Charleston refinery may not result in a transaction or yield expected benefits.
• The company is dependent on third parties for critical operating services at several facilities.
• Disruptions at any of the company's facilities could negatively impact production, financial condition, and results of operations.
• The company purchases a variety of raw materials, which are subject to pricing pressures and limited availability.
• Adverse conditions in the automotive market may negatively impact demand for automotive carbon products.
• The company's road technologies product line is heavily dependent on government infrastructure spending.
• The company faces competition from new technologies and new or emerging competitors.
• The company is dependent on certain large customers.
• The company is dependent on attracting and retaining key personnel.
• The inability to make or effectively integrate future acquisitions may negatively affect results.
• Cyber-attacks, data and privacy breaches, or a failure of information technology systems could disrupt operations and expose the company to liability.
• The company is exposed to the risks inherent in international sales and operations.
• The company may be engaged in legal actions associated with intellectual property rights.
• Certain elements of the company's strategic growth are dependent on the adoption of more stringent air quality standards around the world.
• The company's business involves hazards associated with chemical manufacturing, storage, transportation and disposal.
• The company's operations are subject to a wide range of general and industry-specific environmental laws and regulations.
• Adverse weather conditions and other environmental impacts may impact operations and the demand for some of the company's products.
• The company may be adversely affected by general global economic and financial conditions beyond its control.
• Inflation could result in an adverse impact on the company's results of operations.
• Challenges in the commercial and credit environment may materially adversely affect the company's future access to capital.

Ingevity expects 2025 net sales to be between $1.3 billion and $1.4 billion and Adjusted EBITDA to be between $400 million and $415 million. The company expects growth in its Performance Materials reportable segment due to increased pricing on select products while global automotive production remains flat compared to the prior year. For its Performance Chemicals reportable segment, the company expects the industrial specialties product line to deliver Net sales between $160 and $200 million, which reflects the impact of its repositioning actions to improve profitability by focusing on higher margin end markets, as well as continued weak industrial demand. Additionally, the company expects its road technologies product line Net sales to improve compared to 2024 as adverse weather conditions experienced in key states within the U.S. negatively impacted 2024. The company anticipates that its Advanced Polymer Technologies segment EBITDA will improve versus prior year as its enacted pricing and mix strategies will produce segment EBITDA margins of around 20 percent.

• Management is focused on growing the most profitable Performance Chemicals product lines, such as road technologies, and diversifying the raw material stream to non-CTO based fatty acids.
• Management believes that the estimates and assumptions used in the impairment assessment are reasonable; however, these assumptions are judgmental and variations in any assumptions could result in materially different calculations of fair value.

The document highlights the challenges faced by Ingevity due to global economic conditions, competition, and regulatory pressures, particularly in the Performance Chemicals segment. The company's strategic review and repositioning efforts reflect a broader trend in the specialty chemicals industry to focus on higher-margin, less cyclical businesses.

• It is difficult to compare Ingevity's results directly to industry standards without more specific information on its peer group.
• However, the goodwill impairment charge and restructuring activities suggest that Ingevity is facing challenges in its Performance Chemicals segment that are not necessarily reflective of the broader specialty chemicals industry.
• Companies like Kraton Corporation, Forchem, Eastman Chemical Co., Borregaard ASA, Repsol S.A., Lamberti S.p.A., Cargill, Vantage, and PMC are competitors in various product lines, and their performance could provide some context for Ingevity's results.
• The company's focus on sustainability and renewable materials aligns with broader industry trends, but its financial performance lags behind some of its peers.

• Shareholders are impacted by the net loss and strategic review.
• Employees are impacted by the workforce reductions and restructuring activities.
• Customers may be impacted by the changes in the Performance Chemicals product line.
• Suppliers may be impacted by the termination of the CTO supply contract.

• The company will continue to evaluate its portfolio and take appropriate actions to ensure its cost structure is aligned with its objective of being a specialty chemicals leader.
• The company will continue to pursue all legal relief available to challenge the outcomes in the Delaware Proceeding.
• The company will continue to monitor evolving tax legislation in the jurisdictions in which it operates.
• The company will continue to evaluate goodwill on an annual basis as of October 1, and whenever events or changes in circumstances indicate that there may be a probable indicator of impairment.

• Ingevity is involved in legal actions related to the intellectual property associated with the 844 Patent, including an appeal of the verdict in favor of BASF and the dismissal of Ingevity's patent infringement claims.

• 1964: Ingevity's business originated as part of Westvaco Corporation's operations.
• May 2016: Ingevity separated from WestRock and began trading on the New York Stock Exchange under the symbol 'NGVT'.
• July 19, 2018: Ingevity filed suit against BASF Corporation alleging patent infringement.
• September 15, 2021: A jury in the Delaware Proceeding issued a verdict in favor of BASF on the BASF Counterclaims and awarded BASF damages of approximately $28.3 million, which will be trebled under U.S. antitrust law to approximately $85.0 million.
• March 2022: The 844 patent expired.
• October 3, 2022: Ingevity completed the acquisition of Ozark Materials, LLC.
• May 18, 2023: The court in the Delaware Proceeding entered judgment on the jury's verdict, which commenced the post-trial briefing stage.
• July 1, 2024: Ingevity terminated its last material long-term CTO supply contract.
• July 2024: Ingevity announced plans to transition the refining of oleo-based products from its Crossett, Arkansas manufacturing plant to its North Charleston, South Carolina manufacturing plant.
• October 29, 2024: Ingevity announced its intention to comprehensively review its asset and product portfolios.
• January 16, 2025: Ingevity announced the exploration of strategic alternatives for its Performance Chemicals industrial specialties product line, including a potential divestiture of portions of the North Charleston site.
• February 14, 2025: Ingevity had 36,351,236 shares of common stock outstanding.