10-Q 1 ngvt-20240331.htm 10-Q ngvt-20240331
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________ 
FORM 10-Q
_______________________________________________________________________ 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-37586
__________________________________________________________________________
ingevitylogorgba11.jpg
INGEVITY CORPORATION
(Exact name of registrant as specified in its charter)
_____________________________________________________________________ 
Delaware47-4027764
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
4920 O'Hear Avenue Suite 400North CharlestonSouth Carolina29405
(Address of principal executive offices) (Zip code)

843-740-2300
(Registrant’s telephone number, including area code)
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x No  o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit such files).  Yes  x No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. 
Large accelerated filer
Accelerated filer
Non-accelerated filer  
Smaller reporting company
Emerging growth company
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.                                    o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).                            o
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
Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).  Yes   No  x
The registrant had 36,329,455 shares of common stock, $0.01 par value, outstanding at April 29, 2024.



Ingevity Corporation
INDEX



2


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INGEVITY CORPORATION
Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended March 31,
In millions, except per share data20242023
Net sales$340.1 $392.6 
Cost of sales240.4 262.2 
Gross profit99.7 130.4 
Selling, general, and administrative expenses47.2 48.6 
Research and technical expenses6.8 8.8 
Restructuring and other (income) charges, net62.8 5.6 
Acquisition-related costs0.3 1.9 
Other (income) expense, net32.2 (18.2)
Interest expense, net22.3 19.6 
Income (loss) before income taxes(71.9)64.1 
Provision (benefit) for income taxes(15.9)13.4 
Net income (loss)$(56.0)$50.7 
Per share data
Basic earnings (loss) per share $(1.54)$1.36 
Diluted earnings (loss) per share (1.54)1.35 

The accompanying notes are an integral part of these financial statements.


3


INGEVITY CORPORATION
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
Three Months Ended March 31,
In millions20242023
Net income (loss)$(56.0)$50.7 
Other comprehensive income (loss), net of tax:
Foreign currency adjustments:
Foreign currency translation adjustment (9.1)10.5 
Total foreign currency adjustments, net of tax provision (benefit) of zero and zero
(9.1)10.5 
Derivative instruments:
Unrealized gain (loss), net of tax provision (benefit) of $(0.1) and $(0.7)
(0.3)(2.3)
Reclassifications of deferred derivative instruments (gain) loss, included in net income (loss), net of tax (provision) benefit of $0.2 and $(0.1)
0.5 (0.2)
Total derivative instruments, net of tax provision (benefit) of $0.1 and $(0.8)
0.2 (2.5)
Other comprehensive income (loss), net of tax provision (benefit) of $0.1 and $(0.8)
(8.9)8.0 
Comprehensive income (loss)$(64.9)$58.7 

The accompanying notes are an integral part of these financial statements.


4


INGEVITY CORPORATION
Condensed Consolidated Balance Sheets
In millions, except share and par value dataMarch 31, 2024December 31, 2023
Assets(Unaudited)
Cash and cash equivalents$88.5 $95.9 
Accounts receivable, net of allowance of $1.2 - 2024 and $1.1 - 2023
191.3 182.0 
Inventories, net325.5 308.8 
Prepaid and other current assets63.9 71.9 
Current assets669.2 658.6 
Property, plant, and equipment, net726.5 762.2 
Operating lease assets, net63.6 67.1 
Goodwill525.9 527.5 
Other intangibles, net302.8 336.1 
Deferred income taxes23.8 11.6 
Restricted investment, net of allowance of $0.1 - 2024 and $0.2 - 2023
79.8 79.1 
Strategic investments94.1 99.2 
Other assets81.2 81.9 
Total Assets$2,566.9 $2,623.3 
Liabilities
Accounts payable$153.1 $158.4 
Accrued expenses70.5 72.3 
Accrued payroll and employee benefits16.6 19.9 
Current operating lease liabilities18.8 18.7 
Notes payable and current maturities of long-term debt84.7 84.4 
Income taxes payable8.0 9.2 
Current liabilities351.7 362.9 
Long-term debt including finance lease obligations1,408.7 1,382.8 
Noncurrent operating lease liabilities45.0 48.6 
Deferred income taxes64.4 70.9 
Other liabilities128.9 126.7 
Total Liabilities1,998.7 1,991.9 
Commitments and contingencies (Note 13)
Equity
Preferred stock (par value $0.01 per share; 50,000,000 shares authorized; zero issued and outstanding at 2024 and 2023, respectively)
  
Common stock (par value $0.01 per share; 300,000,000 shares authorized; 43,585,084 and 43,446,513 issued and 36,324,153 and 36,233,092 outstanding at 2024 and 2023, respectively)
0.4 0.4 
Additional paid-in capital169.2 164.9 
Retained earnings946.3 1,002.3 
Accumulated other comprehensive income (loss)(35.6)(26.7)
Treasury stock, common stock, at cost (7,260,931 shares - 2024 and 7,213,421 shares - 2023)
(512.1)(509.5)
Total Equity568.2 631.4 
Total Liabilities and Equity$2,566.9 $2,623.3 
The accompanying notes are an integral part of these financial statements.


5



INGEVITY CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31,
In millions20242023
Cash provided by (used in) operating activities:
Net income (loss)$(56.0)$50.7 
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation and amortization29.6 31.1 
Non cash operating lease costs4.9 4.3 
Deferred income taxes(18.4)(0.9)
Restructuring and other (income) charges, net62.8 5.6 
Loss on CTO resales26.5  
LIFO reserve(6.8)22.3 
Share-based compensation4.3 4.0 
(Gain) loss on strategic investment4.8 (19.2)
Other non-cash items5.8 4.7 
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, net(10.2)(14.0)
Inventories, net(14.3)(48.1)
Prepaid and other current assets 5.2 
Accounts payable(3.8)(0.8)
Accrued expenses(2.4)(2.7)
Accrued payroll and employee benefits(3.2)(31.7)
Income taxes(0.8)9.5 
Restructuring and other spending, net(10.0)(5.6)
Operating leases(5.7)(5.2)
CTO resales spending, net(19.8) 
Changes in other operating assets and liabilities, net0.6 (3.9)
Net cash provided by (used in) operating activities$(12.1)$5.3 
Cash provided by (used in) investing activities:
Capital expenditures$(16.6)$(25.4)
Proceeds from sale of strategic investment 31.4 
Other investing activities, net0.3 (3.5)
Net cash provided by (used in) investing activities$(16.3)$2.5 
Cash provided by (used in) financing activities:
Proceeds from revolving credit facility and other borrowings$81.4 $90.3 
Payments on revolving credit facility and other borrowings(55.0)(60.3)
Finance lease obligations, net(0.4)(0.3)
Tax payments related to withholdings on vested equity awards(2.6)(4.5)
Proceeds and withholdings from share-based compensation plans, net 2.6 
Repurchases of common stock under publicly announced plan (33.4)
Net cash provided by (used in) financing activities$23.4 $(5.6)
Increase (decrease) in cash, cash equivalents, and restricted cash(5.0)2.2 
Effect of exchange rate changes on cash(1.8)(0.4)
Change in cash, cash equivalents, and restricted cash(6.8)1.8 
Cash, cash equivalents, and restricted cash at beginning of period111.9 84.3 
Cash, cash equivalents, and restricted cash at end of period(1)
$105.1 $86.1 
(1)
Includes restricted cash of $16.6 million and $8.2 million and cash and cash equivalents of $88.5 million and $77.9 million at March 31, 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$17.0 $15.3 
Cash paid for income taxes, net of refunds2.9 4.7 
Purchases of property, plant, and equipment in accounts payable2.7 4.3 
Leased assets obtained in exchange for new operating lease liabilities0.4 3.9 
The accompanying notes are an integral part of these financial statements.


6


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)


Note 1: Background
Description of Business
Ingevity Corporation ("Ingevity," "the company," "we," "us," or "our") provides products and technologies that purify, protect, and enhance the world around us. Through a diverse team of talented and experienced people, we develop, manufacture, and bring to market solutions that are largely renewably sourced and help customers solve complex problems while making the world more sustainable. Our products are used in a variety of demanding applications, including adhesives, agrochemicals, asphalt paving, bioplastics, coatings, elastomers, lubricants, pavement markings, oil exploration and production and automotive components. We operate in three reportable segments: Performance Materials, Performance Chemicals and Advanced Polymer Technologies.
Basis of Consolidation and Presentation
These unaudited Condensed Consolidated Financial Statements reflect the consolidated operations of the company and have been prepared in accordance with United States Securities and Exchange Commission ("SEC") interim reporting requirements. Accordingly, the accompanying Condensed Consolidated Financial Statements do not include all disclosures required by accounting principles generally accepted in the United States of America ("GAAP") for full financial statements and should be read in conjunction with the Annual Consolidated Financial Statements for the years ended December 31, 2023, 2022 and 2021, collectively referred to as the “Annual Consolidated Financial Statements,” included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Annual Report").
In the opinion of management, the Condensed Consolidated Financial Statements contain all adjustments which include only normal recurring adjustments necessary to fairly present the financial position, results of operations, and cash flows for the interim periods presented and contain adequate disclosures to make the information presented not misleading. The consolidated results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
The preparation of the Condensed Consolidated Financial Statements requires management to make estimates and assumptions with respect to the reported amounts of assets, liabilities, revenue, and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from these estimates.
Certain prior year amounts have been reclassified to conform with the current year's presentation.
Note 2: New Accounting Guidance
The Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC" or "Codification") is the sole source of authoritative GAAP other than SEC issued rules and regulations that apply only to SEC registrants. The FASB issues an Accounting Standards Update ("ASU") to communicate changes to the Codification. We consider the applicability and impact of all ASUs. Recently issued ASUs that are not listed within this Form 10-Q have been assessed and determined to be either not applicable or are not expected to have a material impact on the Condensed Consolidated Financial Statements.
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting: Improvements to Reportable Segment Disclosures”, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The purpose of the amendment is to provide readers of the financial statements with information to better understand an entity’s overall performance and assess potential future cash flows. The guidance is effective beginning with our 2024 fiscal year Form 10-K and will be applied to all prior periods presented in the financial statements. We are currently evaluating the potential impact of adopting this new guidance on our Condensed Consolidated Financial Statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures”, which is intended to enhance income tax disclosures around the rate reconciliation and income taxes paid. The purpose of the amendment is to provide readers of the financial statements with information to better assess the differences between the effective tax rate and the statutory tax rate across multiple jurisdictions, enabling them to understand tax implications around operational


7


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)

opportunities and potential future cash flows. The guidance is effective beginning with our 2025 fiscal year. Early adoption is permitted and we are currently evaluating the potential impact of adopting this new guidance on our Condensed Consolidated Financial Statements and related disclosures.
Note 3: Net Sales
Disaggregation of Net Sales
The following table presents our Net sales disaggregated by reportable segment and product line.
 Three Months Ended March 31,
In millions20242023
Performance Materials segment$145.1 $141.4 
Performance Chemicals segment
Road Technologies product line45.7 45.8 
Industrial Specialties product line101.3 139.8 
Total$147.0 $185.6 
Advanced Polymer Technologies segment$48.0 $65.6 
Net sales$340.1 $392.6 
The following table presents our Net sales disaggregated by geography, based on the delivery address of our customer.
Three Months Ended March 31,
In millions20242023
North America$202.7 $234.7 
Asia Pacific78.4 85.7 
Europe, Middle East, and Africa48.3 62.7 
South America10.7 9.5 
Net sales$340.1 $392.6 
Contract Balances
The contract assets primarily relate to our rights to consideration for products produced but not billed at the reporting date. The contract assets are recognized as accounts receivables when we have an enforceable right to payment for performance completed to date and the customer has been billed. Contract liabilities represent obligations to transfer goods to a customer for which we have received consideration from our customer. For all periods presented, we had no contract liabilities.
The following table provides information about contract assets from contracts with certain customers.
Contract Asset
March 31,
In millions20242023
Beginning balance$11.2 $6.4 
Contract asset additions8.8 3.9 
Reclassification to accounts receivable, billed to customers(4.1)(4.1)
Ending balance (1)
$15.9 $6.2 
______________
(1) Included within "Prepaid and other current assets" on the condensed consolidated balance sheets.


8


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)

Note 4: Fair Value Measurements
Recurring Fair Value Measurements
The following information is presented for assets and liabilities that are recorded on the condensed consolidated balance sheets at fair value measured on a recurring basis. There were no transfers of assets and liabilities that were recorded at fair value between the three-level fair value hierarchy during the periods reported.
In millions
Level 1(1)
Level 2(2)
Level 3(3)
Total
March 31, 2024
Assets:
Deferred compensation plan investments (4)
$3.1 $ $ $3.1 
Total assets$3.1 $ $ $3.1 
Liabilities:
Deferred compensation arrangement (4)
$16.1 $ $ $16.1 
Total liabilities$16.1 $ $ $16.1 
In millions
Level 1(1)
Level 2(2)
Level 3(3)
Total
December 31, 2023
Assets:
Deferred compensation plan investments (4)
$3.0 $ $ $3.0 
Total assets$3.0 $ $ $3.0 
Liabilities:
Deferred compensation arrangement (4)
$15.5 $ $ $15.5 
Total liabilities$15.5 $ $ $15.5 
______________
(1) Quoted prices in active markets for identical assets.
(2) Quoted prices for similar assets and liabilities in active markets.
(3) Significant unobservable inputs.
(4) Consists of a deferred compensation arrangement through which we hold various investment securities recognized on our condensed consolidated balance sheets. Both the asset and liability related to investment securities are recorded at fair value and are included within "Other assets" and "Other liabilities" on the condensed consolidated balance sheets, respectively. In addition to the investment securities, we also had company-owned life insurance related to the deferred compensation arrangement recorded at cash surrender value in "Other assets" of $15.8 million and $14.9 million at March 31, 2024 and December 31, 2023, respectively.
Nonrecurring Fair Value Measurements
There were no nonrecurring fair value measurements on the condensed consolidated balance sheets during the periods ended March 31, 2024, and December 31, 2023.
Strategic Investments
Equity Method Investments
The aggregate carrying value of all strategic equity method investments totaled $15.7 million and $16.0 million at March 31, 2024 and December 31, 2023, respectively. During the first quarter of 2023, we sold a strategic equity method investment for $31.4 million, resulting in a $19.2 million gain, recorded within "Other (income) expense, net" on the condensed consolidated statement of operations. There were no adjustments to the carrying value of equity method investments for impairment for the periods ended March 31, 2024 and December 31, 2023.
During 2022, we entered into an investment with a venture capital fund for $0.8 million, which is accounted for under the equity method of accounting. As of March 31, 2024 and December 31, 2023, respectively, we had approximately $5.6 million of unfunded commitments, which we anticipate will be paid over a period of 10 years. The carrying value of our strategic equity investment was $1.6 million and $1.7 million at March 31, 2024 and December 31, 2023, respectively.


9


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)

Measurement Alternative Investments
The aggregate carrying value of all measurement alternative investments where fair value is not readily determinable totaled $78.4 million and $83.2 million at March 31, 2024 and December 31, 2023, respectively. During the period ended March 31, 2024, the company identified a triggering event indicating that an investment being accounted for under the measurement alternative may be impaired. For the three months ended March 31, 2024, the Company recognized an impairment of $4.8 million, recorded in Other (income) expense, net on the condensed consolidated statement of operations.
Restricted Investment
Our restricted investment is a trust managed in order to secure repayment of the finance lease obligation associated with our 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. Because the provisions of the trust provide us the ability, and it is our intent, to hold the investments to maturity, the investments held by the trust are accounted for as held to maturity ("HTM"); therefore, they are held at their amortized cost. The investments held by the trust earn interest at the stated coupon rate of the invested bonds. Interest earned on the investments held by the trust is recognized and presented as interest income on our condensed consolidated statement of operations. As interest from the bonds is received and as bonds mature, any proceeds not reinvested are held in highly liquid securities and treated as restricted cash.
At March 31, 2024 and December 31, 2023, the carrying value of our restricted investment was $79.8 million and $79.1 million, net of an allowance for credit losses of $0.1 million and $0.2 million, and included restricted cash of $16.0 million and $15.4 million, respectively. The fair value at March 31, 2024 and December 31, 2023 was $77.2 million and $76.7 million, respectively, based on Level 1 inputs.
The following table shows the total amortized cost of our HTM debt securities by credit rating, excluding the allowance for credit losses and cash. The primary factor in our expected credit loss calculation is the composite bond rating. As the rating decreases, the risk present in holding the bond is inherently increased, leading to an increase in expected credit losses.
HTM Debt Securities
In millionsAA+AA-AA-BBB+Total
March 31, 2024$13.3 10.4 13.2 17.0 10.0 $63.9 
December 31, 2023$13.3 10.4 13.2 17.0 10.0 $63.9 
Debt and Finance Lease Obligations
At March 31, 2024 and December 31, 2023, the carrying value of finance lease obligations was $100.8 million and $101.1 million, respectively, and the fair value was $104.3 million and $105.7 million, respectively. The fair value of our finance lease obligation associated with our Performance Materials' Wickliffe, Kentucky manufacturing site, is based on the period-end quoted market prices for the obligations, using Level 2 inputs. The fair value of all other finance lease obligations approximates their carrying values.
The carrying value, excluding debt issuance fees, of our variable interest rate debt was $847.6 million and $821.4 million as of March 31, 2024 and December 31, 2023, respectively. The carrying value of our variable rate debt is a reasonable estimate of the fair value.
At March 31, 2024 and December 31, 2023, the carrying value of our fixed rate debt was $550.0 million and $550.0 million, respectively, and the fair value was $497.3 million and $494.6 million, respectively, based on Level 2 inputs.



10


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)

Note 5: Inventories, net
In millionsMarch 31, 2024December 31, 2023
Raw materials$129.9 $128.3 
Production materials, stores, and supplies26.2 26.0 
Finished and in-process goods263.3 255.2 
Subtotal$419.4 $409.5 
Less: LIFO reserve (93.9)(100.7)
Inventories, net$325.5 $308.8 
Note 6: Property, Plant, and Equipment, net
In millionsMarch 31, 2024December 31, 2023
Machinery and equipment$1,262.8 $1,244.6 
Buildings and leasehold improvements217.4 217.4 
Land and land improvements26.3 26.3 
Construction in progress87.5 92.8 
Total cost$1,594.0 $1,581.1 
Less: accumulated depreciation (1)
(867.5)(818.9)
Property, plant, and equipment, net$726.5 $762.2 
_______________
(1) As a result of the Performance Chemicals' repositioning, as further described in Note 11, we accelerated the depreciation of certain property, plant and equipment assets. This resulted in $31.6 million of additional expense for the three months ended March 31, 2024, which is included in Restructuring and other (income) charges, net within the condensed consolidated statement of operations.
Note 7: Goodwill and Other Intangible Assets, net
Goodwill
Reporting Units
In millionsPerformance MaterialsPerformance ChemicalsAdvanced Polymer TechnologiesTotal
December 31, 2023$4.3 $349.4 $173.8 $527.5 
Foreign currency translation (0.1)(1.5)(1.6)
March 31, 2024$4.3 $349.3 $172.3 $525.9 
There were no events or circumstances indicating that goodwill might be impaired as of March 31, 2024.



11


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)

Other Intangible Assets
In millionsCustomer contracts and relationships
Brands (1)
Developed TechnologyTotal
Gross Asset Value
December 31, 2023$396.5 $92.6 $91.7 $580.8 
Retirements (2)
(129.0) (1.9)(130.9)
Foreign currency translation(1.3)(0.6)(0.5)(2.4)
March 31, 2024$266.2 $92.0 $89.3 $447.5 
Accumulated Amortization
December 31, 2023$(179.4)$(30.3)$(35.0)$(244.7)
Amortization (3)
(27.5)(1.4)(2.7)(31.6)
Retirements (2)
129.0  1.9 130.9 
Foreign currency translation0.3 0.2 0.2 0.7 
March 31, 2024$(77.6)$(31.5)$(35.6)$(144.7)
Other intangibles, net$188.6 $60.5 $53.7 $302.8 
_______________
(1) Represents trademarks, trade names, and know-how.
(2) As a result of the Performance Chemicals' repositioning, as further described in Note 11, we retired certain customer contract and relationships, and developed technology finite-lived intangible assets.
(3) As a result of the Performance Chemicals' repositioning, as further described in Note 11, we accelerated the amortization of certain customer contract and relationship finite-lived intangible assets. This resulted in $22.1 million of additional expense for the three months ended March 31, 2024, and $37.4 million of additional expenses for the twelve months ended December 31, 2023, which is included in Restructuring and other (income) charges, net within the condensed consolidated statement of operations.
Intangible assets subject to amortization were attributed to our business segments as follows:
In millionsMarch 31, 2024December 31, 2023
Performance Materials$1.4 $1.5 
Performance Chemicals110.7 137.5 
Advanced Polymer Technologies190.7 197.1 
Other intangibles, net$302.8 $336.1 
The amortization expense related to our intangible assets in the table above is shown in the table below.
Three Months Ended March 31,
In millions20242023
Selling, general, and administrative expenses$9.5 $10.3 
Restructuring and other (income) charges, net (1)
22.1  
Total amortization expense$31.6 $10.3 
_______________
(1) Amounts recorded to Restructuring and other (income) charges, net are not included within segment depreciation and amortization.
Based on the current carrying values of intangible assets, estimated pre-tax amortization expense for the next five years is as follows: $22.6 million for the remainder of 2024, 2025 - $29.8 million, 2026 - $29.1 million, 2027 - $29.1 million, and 2028 - $29.1 million. The estimated pre-tax amortization expense may fluctuate due to changes in foreign currency exchange rates.


12


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)

Note 8: Financial Instruments and Risk Management
Cash Flow Hedges
Foreign Currency Exchange Risk Management
As of March 31, 2024, there were $1.9 million open foreign currency derivative contracts. The fair value of the designated foreign currency hedge contracts was a net asset (liability) of zero at March 31, 2024 and December 31, 2023, respectively.
Commodity Price Risk Management
As of March 31, 2024, we had 1.3 million and 0.1 million mm BTUS (millions of British Thermal Units) in aggregate notional volume of outstanding natural gas commodity swap contracts and zero cost collar option contracts, respectively, designated as cash flow hedges. As of March 31, 2024, open commodity contracts hedge forecasted transactions until May 2025. The fair value of the outstanding designated natural gas commodity hedge contracts as of March 31, 2024 and December 31, 2023, was a net asset (liability) of $(0.5) million and $(0.9) million, respectively.
Effect of Cash Flow and Net Investment Hedge Accounting on AOCI
In millionsAmount of Gain (Loss) Recognized in AOCIAmount of Gain (Loss) Reclassified from AOCI into Net income (loss)Location of Gain (Loss) Reclassified from AOCI in Net income (loss)
Three Months Ended March 31,
2024202320242023
Cash flow hedging derivatives
Currency exchange contracts$ $(0.1)$ $(0.2)Net sales
Natural gas contracts(0.4)(2.9)(0.7)0.5 Cost of sales
Total$(0.4)$(3.0)$(0.7)$0.3 
Within the next twelve months, we expect to reclassify $1.7 million of net gains from AOCI to income, before taxes.


13


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)

Fair Value Measurements
The following information is presented for derivative assets and liabilities that are recorded in the condensed consolidated balance sheets at fair value measured on a recurring basis. There were no transfers of assets and liabilities that are recorded at fair value between Level 1 and Level 2 during the periods reported. There were no nonrecurring fair value measurements related to derivative assets and liabilities on the condensed consolidated balance sheets as of March 31, 2024, or December 31, 2023.
March 31, 2024
In millions
Level 1(1)
Level 2(2)
Level 3(3)
Total
Assets:
Currency exchange contracts (4)
$ $0.1 $ $0.1 
Total assets$ $0.1 $ $0.1 
Liabilities:
Natural gas contracts (5)
$ $0.5 $ $0.5 
Currency exchange contracts (5)
 0.1  0.1 
Total liabilities$ $0.6 $ $0.6 
December 31, 2023
In millions
Level 1(1)
Level 2(2)
Level 3(3)
Total
Assets:
Currency exchange contracts (4)
$ $0.5 $ $0.5 
Total assets$ $0.5 $ $0.5 
Liabilities:
Natural gas contracts (5)
$ $0.9 $ $0.9 
Currency exchange contracts (5)
 0.5  0.5 
Total liabilities$ $1.4 $ $1.4 
__________
(1) Quoted prices in active markets for identical assets.
(2) Quoted prices for similar assets and liabilities in active markets.
(3) Significant unobservable inputs.
(4) Included within "Prepaid and other current assets" on the condensed consolidated balance sheet.
(5) Included within "Accrued expenses" on the condensed consolidated balance sheet.


14


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)

Note 9: Debt, including Finance Lease Obligations
Current and long-term debt including finance lease obligations consisted of the following:
In millions, except percentagesMarch 31, 2024December 31, 2023
Revolving Credit Facility and other lines of credit (1)(2)
$764.0 $738.0 
3.88% Senior Notes due 2028
550.0 550.0 
Finance lease obligations (3)
100.8 101.1 
Accounts receivable securitization (4)
81.6 81.3 
Other notes payable2.0 2.1 
Total debt including finance lease obligations$1,498.4 $1,472.5 
Less: debt issuance costs5.0 5.3 
Total debt, including finance lease obligations, net of debt issuance costs$1,493.4 $1,467.2 
Less: debt maturing within one year (5)
84.7 84.4 
Long-term debt including finance lease obligations$1,408.7 $1,382.8 
______________
(1) Letters of credit outstanding under the revolving credit facility were $2.5 million and $2.5 million and available funds under the facility were $233.5 million and $259.5 million at March 31, 2024 and December 31, 2023, respectively.
(2) The weighted average interest rate associated with our revolving credit facility was 6.68 percent and 6.36 percent for the period ended March 31, 2024 and December 31, 2023, respectively.
(3) At March 31, 2024 and December 31, 2023, $80.0 million of the finance lease obligation upon maturity will be settled utilizing liquid assets that have been placed into a trust established strictly for this purpose. The trust is presented as Restricted investments on the condensed consolidated balance sheets in the amount of $79.8 million and $79.1 million as of March 31, 2024 and December 31, 2023, respectively. Refer to Note 4, under the section: Restricted Investment, for more information.
(4) The interest rate associated with our accounts receivable securitization program was 5.54 percent and 5.61 percent for the period ended March 31, 2024 and December 31, 2023, respectively.
(5) Debt maturing within one year is included in "Notes payable and current maturities of long-term debt" on the condensed consolidated balance sheets.
Debt Covenants
Our indenture contains certain customary covenants (including covenants limiting Ingevity's and its restricted subsidiaries’ ability to grant or permit liens on certain property securing debt, declare or pay dividends, make distributions on or repurchase or redeem capital stock, make investments in unrestricted subsidiaries, engage in sale and lease-back transactions, and engage in a consolidation or merger, or sell, transfer or otherwise dispose of all or substantially all of the assets of Ingevity and our restricted subsidiaries, taken as a whole) and events of default (subject in certain cases to customary exceptions, as well as grace and cure periods). The occurrence of an event of default under the 2028 Senior Notes could result in the acceleration of the notes of such series and could cause a cross-default resulting in the acceleration of other indebtedness of Ingevity and its subsidiaries. We were in compliance with all covenants under the indenture as of March 31, 2024.
The credit agreement governing our revolving credit facility contains customary default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-compliance with covenants and cross-defaults to other material indebtedness. The occurrence of an uncured event of default under the credit agreement could result in all loans and other obligations becoming immediately due and payable and our revolving credit facility being terminated. The credit agreement also contains certain customary covenants, including financial covenants. The revolving credit facility financial covenants require Ingevity to maintain on a consolidated basis a maximum total net leverage ratio of 4.0 to 1.0 (which may be increased to 4.5 to 1.0 under certain circumstances) and a minimum interest coverage ratio of 3.0 to 1.0. As calculated per the credit agreement, our net leverage for the four consecutive quarters ended March 31, 2024 was 2.8, and our actual interest coverage for the four consecutive quarters ended March 31, 2024 was 5.6. We were in compliance with all covenants under the credit agreement at March 31, 2024.


15


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)

Note 10: Equity
Common Stock
In millions, shares in thousandsSharesAmountAdditional paid in capitalRetained earningsAccumulated
other
comprehensive
income (loss)
Treasury stockTotal Equity
Balance at December 31, 202343,447 $0.4 $164.9 $1,002.3 $(26.7)$(509.5)$631.4 
Net income (loss)— — — (56.0)— — (56.0)
Other comprehensive income (loss)— — — — (8.9)— (8.9)
Common stock issued139 — — — — — — 
Exercise of stock options, net— — — — — — — 
Tax payments related to vested restricted stock units— — — — — (2.6)(2.6)
Share repurchase program— — — — — — — 
Share-based compensation plans— — 4.3 — — — 4.3 
Balance at March 31, 202443,585 $0.4 $169.2 $946.3 $(35.6)$(512.1)$568.2 
Common Stock
In millions, shares in thousandsSharesAmountAdditional paid in capitalRetained earningsAccumulated
other
comprehensive
income (loss)
Treasury stockTotal Equity
Balance at December 31, 202243,228 $0.4 $153.0 $1,007.7 $(46.8)$(416.0)$698.3 
Net income (loss)— — — 50.7 — — 50.7 
Other comprehensive income (loss)— — — — 8.0 — 8.0 
Common stock issued139 — — — — — — 
Exercise of stock options, net41 — 2.2 — — — 2.2 
Tax payments related to vested restricted stock units— — — — — (4.5)(4.5)
Share repurchase program— — — — — (33.4)(33.4)
Share-based compensation plans— — 3.7 — — 0.7 4.4 
Balance at March 31, 202343,408 $0.4 $158.9 $1,058.4 $(38.8)$(453.2)$725.7 


16


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)

Accumulated other comprehensive income (loss)
Three Months Ended March 31,
In millions20242023
Foreign currency translation
Beginning balance$(25.6)$(45.8)
Net gains (losses) on foreign currency translation(9.1)10.5 
Other comprehensive income (loss), net of tax(9.1)10.5 
Ending balance$(34.7)$(35.3)
Derivative instruments
Beginning balance$(1.6)$(1.4)
Gains (losses) on derivative instruments(0.4)(3.0)
Less: tax provision (benefit)(0.1)(0.7)
Net gains (losses) on derivative instruments(0.3)(2.3)
(Gains) losses reclassified to net income0.7 (0.3)
Less: tax (provision) benefit0.2 (0.1)
Net (gains) losses reclassified to net income0.5 (0.2)
Other comprehensive income (loss), net of tax0.2 (2.5)
Ending balance$(1.4)$(3.9)
Pension and other postretirement benefits
Beginning balance$0.5 $0.4 
Other comprehensive income (loss), net of tax  
Ending balance$0.5 $0.4 
Total AOCI ending balance at March 31$(35.6)$(38.8)
Reclassifications of accumulated other comprehensive income (loss)
Three Months Ended March 31,
In millions20242023
Derivative instruments
Currency exchange contracts (1)
$ $(0.2)
Natural gas contracts (2)
(0.7)0.5 
Total before tax(0.7)0.3 
(Provision) benefit for income taxes0.2 (0.1)
Amount included in net income (loss)$(0.5)$0.2 
______________
(1) Included within "Net sales" on the condensed consolidated statement of operations.
(2) Included within "Cost of sales" on the condensed consolidated statement of operations.


17


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)

Share Repurchases
On July 25, 2022, our Board of Directors authorized the repurchase of up to $500.0 million of our common stock (the "2022 Authorization"), and rescinded the prior outstanding repurchase authorization with respect to the shares that remained unused under the prior authorization. Shares under the 2022 Authorization may be purchased through open market or privately negotiated transactions at the discretion of management based on its evaluation of market prevailing conditions and other factors, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
During the three months ended March 31, 2024 and 2023, we repurchased zero and $33.4 million, inclusive of $0.2 million excise tax, in common stock, representing zero and 449,475 shares of our common stock at a weighted average cost per share of zero and $73.86, respectively. At March 31, 2024, $353.4 million remained unused under the 2022 Authorization.

Note 11: Restructuring and Other (Income) Charges, net
Detail on the restructuring charges and other (income) charges, net, is provided below.
Three Months Ended March 31,
In millions20242023
Restructuring charges$62.3 $3.1 
Other (income) charges, net0.5 2.5 
Total Restructuring and other (income) charges, net$62.8 $5.6 
Restructuring Charges
In millionsSeverance and other employee-related costs
Other charges (income) (1)
Asset disposal charges (2)
Total
Performance Chemicals' repositioning$2.1 $5.2 $55.0 $62.3 
Three Months Ended March 31, 2024$2.1 $5.2 $55.0 $62.3 
Other$3.0 $0.1 $ $3.1 
Three Months Ended March 31, 2023$3.0 $0.1 $ $3.1 
_______________
(1) Primarily represents costs associated with contract terminations, plant and equipment decommissioning charges and other miscellaneous exit costs.
(2)    Primarily represents property, plant and equipment and finite-lived intangible asset write-downs, accelerated depreciation and amortization, and impairment charges on certain assets, which were or are to be disposed of or abandoned. Also included, to the extent incurred, the acceleration effect of re-estimating settlement dates and revised cost estimates associated with asset retirement obligations related to asset disposal charges that are included within restructuring charges.

On November 1, 2023, we announced a number of strategic actions designed to reposition our Performance Chemicals reportable segment to improve profitability and reduce the cyclicality of the Company as a whole. These actions increase our focus on growing our most profitable Performance Chemicals' product lines, such as road technologies, and accelerate our transition to non-crude tall oil ("CTO") based fatty acids. This initiative will result in the reduction, and in some cases exit, of certain historical end-use markets of our industrial specialties product line, such as adhesives, publication inks, and oilfield, representing approximately 45 percent of our industrial specialties product line historical annualized net sales. This initiative includes the permanent closure of our Performance Chemicals' CTO refinery and the closure of our manufacturing plant located in DeRidder, Louisiana (the “DeRidder Plant”), including the polyol production assets associated with the Advanced Polymer Technologies (“APT”) reportable segment. As of March 31, 2024, all production at the DeRidder Plant has ceased with the APT polyol production assets being shuttered in December 2023, and the CTO refinery and other Performance Chemicals’ production assets shuttered in February 2024. The above actions are referred to as the "Performance Chemicals' repositioning."


18


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)

The Performance Chemicals’ repositioning initiative included additional corporate and business cost reduction actions executed in November 2023.
The Performance Chemicals' repositioning, when combined with other targeted workforce reduction initiatives during 2023, resulted in the reduction of Ingevity's global workforce by almost 20 percent, 25 percent of these reductions being employees directly associated with commercial sales activities of the soon-to-be exited and/or reduced end-use markets of our industrial specialties product line. Specific to Performance Chemicals, the reduction represented approximately 30 percent of the reportable segment's workforce.
Expected Charges
We expect to incur aggregate charges of approximately $280 million associated with the Performance Chemicals' repositioning, consisting of approximately $185 million in asset-related charges, approximately $15 million in severance and other employee-related costs, and approximately $80 million in other restructuring costs including decommissioning, dismantling and removal charges, and contract termination costs. Through March 31, 2024, we have incurred $197.6 million associated with these actions, including $180.2 million of non-cash asset-related charges and $17.4 million of charges to be settled in cash. As of March 31, 2024, $13.4 million of the charges to be settled in cash have been paid. We expect approximately $185 million of the total charges to be non-cash and $95 million to be settled in cash. The remainder of the non-cash and 50-60 percent of cash charges are expected to be recognized in 2024.
Charges Related to Exited End-Market Inventory
The collective actions of workforce, operational, and regional business exits, we believe will hinder our ability to dispose of the associated inventory on hand. As a result, we recorded $19.7 million and $2.5 million of non-cash, lower of cost or market, inventory charges during the three months ended December 31, 2023 and March 31, 2024, respectively, to adjust the carrying value of the impacted inventory to what we expect to realize upon disposal, less disposal costs. These inventory charges are recorded to Cost of sales on the condensed consolidated statement of operations. Since these inventory charges are directly attributable to the Performance Chemicals’ repositioning, that is, they do not represent normal, recurring expenses necessary to operate our business, we have combined these charges with the restructuring charges noted above, and have excluded such impact from the financial results of our Performance Chemicals reportable segment. Please refer to Note 14 for more information.
CTO Resale Activity
Due to the DeRidder Plant closure and the corresponding reduced CTO refining capacity, we may be obligated, under an existing CTO supply contract, to purchase CTO volumes through 2025 at amounts in excess of required CTO volumes needed to support our current business operations. We intend to manage our CTO volumes by reselling excess volumes (herein referred to as "CTO resales") in the open market. Excluded from the estimated $280.0 million of aggregate charges relating to the Performance Chemicals' repositioning are potential costs we may incur associated with the CTO resales which, based on what we believe to be market rates today, may result in $50 million to $80 million of incremental losses in 2024. This is updated from our previously disclosed estimate of $30 million to $80 million based on our current expectations on CTO procurement costs for 2024, which we expect to be offset by spot market CTO resales. For the three months ended March 31, 2024, we have incurred $26.5 million of CTO resale losses, which are recorded as Other (income) expense, net on the condensed consolidated statement of operations.


19


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)

The charges we currently expect to incur in connection with these actions are subject to a number of assumptions and risks, and actual results may differ materially. We may also incur other material charges not currently contemplated due to events that may occur as a result of, or in connection with, these actions.

Restructuring and Other (Income) Charges, net Reserves
The following table (in millions) shows a roll forward of restructuring reserves that will result in cash spending, the majority of which relate to the Performance Chemicals' repositioning.
Balance atChange inCashBalance at
12/31/2023 (1)
Reserve (2)
Payments
Other (3)
3/31/2024 (1)
$8.2 7.8 (10.0) $6.0 
_______________
(1) Included in "Accrued expenses" on the condensed consolidated balance sheets.
(2) Includes severance and other employee-related costs, exited leases, contract terminations and other miscellaneous exit costs. Any asset write-downs including accelerated depreciation and impairment charges are not included in the above table.
(3) Primarily foreign currency translation adjustments.
Other (income) charges, net
North Charleston plant transition
Our North Charleston, South Carolina Performance Chemicals manufacturing plant has historically been co-located with a WestRock Company (“WestRock”) paper mill. In May 2023, WestRock announced that it would permanently cease operating its North Charleston paper mill by August 31, 2023 and notified us that it was terminating the shared services in accordance with our operating agreement. WestRock ceased production at their North Charleston paper mill in June 2023. During 2023, we executed a transition plan to separate certain critical operating services WestRock had historically provided to us such as steam, water and wastewater treatment. During the three months ended March 31, 2024 and 2023, we incurred charges of $0.5 million and zero, respectively. We expect to incur an additional $2-4 million of costs as we complete this transition in the first half of 2024.
Business transformation costs
Our enterprise resource planning tool implementation and associated business transformation initiative concluded in the fourth quarter of 2023. Costs incurred, during the three months ended March 31, 2024 and 2023, totaled zero and $2.5 million, respectively.
Note 12: Income Taxes
The effective tax rates, including discrete items, were as follows:
Three Months Ended March 31,
20242023
Effective tax rate22.1 %20.9 %
We determine our interim tax provision using an Estimated Annual Effective Tax Rate methodology (“EAETR”). The EAETR is applied to the year-to-date ordinary income, exclusive of discrete items. The tax effects of discrete items are then included to arrive at the total reported interim tax provision.
The determination of the EAETR is based upon a number of estimates, including the estimated annual pre-tax ordinary income in each tax jurisdiction in which we operate. As our projections of ordinary income change throughout the year, the EAETR will change period-to-period. The tax effects of discrete items are recognized in the tax provision in the period they occur. Depending on various factors, such as the item’s significance in relation to total income and the rate of tax applicable in the jurisdiction to which it relates, discrete items in any quarter may materially impact the reported effective tax rate. As a global enterprise, our tax expense may be impacted by changes in tax rates or laws, the finalization of tax audits and reviews, as well as other factors. As such, there may be significant volatility in interim tax provisions.


20


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)

The below table provides a reconciliation between our reported effective tax rates and the EAETR.
Three Months Ended March 31,
20242023
In millions, except percentagesBefore taxTaxEffective tax rate % impactBefore taxTaxEffective tax rate % impact
Consolidated operations$(71.9)$(15.9)22.1 %$64.1 $13.4 20.9 %
Discrete items:
Restructuring and other (income) charges, net (1)
64.8 15.1 3.0 0.7 
Gain (loss) on strategic investments (2)
4.8 1.1 (19.2)(4.5)
Other tax only discrete items— (0.9)— 1.3 
Total discrete items69.6 15.3 (16.2)(2.5)
Consolidated operations, before discrete items$(2.3)$(0.6)$47.9 $10.9 
EAETR (3)
24.2 %22.8 %
_______________
(1) See Note 14 for further information.
(2) See Note 4 for further information.
(3) Increase in EAETR for three months ended March 31, 2024, as compared to March 31, 2023, is due to an overall change in the mix of forecasted earnings in various tax jurisdictions with varying rates, most notably in the U.S. Additionally, there was a significant reduction in the foreign-derived intangible income deduction due to reduced taxable income in the U.S., which further increased the EAETR. The EAETR tax percentage shown, may not precisely recalculate due to rounding.

At March 31, 2024 and December 31, 2023, we had deferred tax assets of $11.0 million and $11.1 million, respectively, resulting from certain historical net operating losses from our Brazil and China operations and U.S. state tax credits for which a valuation allowance has been established. The ultimate realization of these deferred tax assets depends on the generation of future taxable income during the periods in which these net operating losses and tax credits are available to be used. In evaluating the realizability of these deferred tax assets, we consider projected future taxable income and tax planning strategies in making our assessment. As of March 31, 2024, we cannot objectively assert that these deferred tax assets are more likely than not to be realized and therefore we have maintained a valuation allowance. We intend to continue maintaining a valuation allowance on these deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. A release of all or a portion of the valuation allowance could be possible, if we determine that sufficient positive evidence becomes available to allow us to reach a conclusion that the valuation allowance will no longer be needed. A release of the valuation allowance would result in the recognition of certain deferred tax assets and a reduction to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change based on the level of profitability that we are able to actually achieve.
Pillar Two, released by the Organisation for Economic Cooperation and Development (OECD), went into effect on January 1, 2024. Pillar Two’s intent is to create a 15% global minimum tax for all jurisdictions in which multinational enterprises operate. To date, ten of our reporting jurisdictions have enacted final legislation adopting Pillar Two. While we do not anticipate that this legislation will have a material impact on our tax provision or effective tax rate, we continue to monitor evolving tax legislation in the jurisdictions in which we operate. No tax impacts of Pillar Two were recorded for the quarter ending March 31, 2024.



21


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)

Note 13: Commitments and Contingencies
Legal Proceedings
On July 19, 2018, we filed suit against BASF Corporation (“BASF”) in the United States District Court for the District of Delaware (the “Delaware Proceeding”) alleging BASF infringed Ingevity’s patent covering canister systems used in the control of automotive gasoline vapor emissions (U.S. Patent No. RE38,844) (the “844 Patent”). On February 14, 2019, BASF asserted counterclaims against us in the Delaware Proceeding, alleging two claims for violations of U.S. antitrust law (one for exclusive dealing and the other for tying) as well as a claim for tortious interference with an alleged prospective business relationship between BASF and a BASF customer (the “BASF Counterclaims”). The BASF Counterclaims relate to our enforcement of the 844 Patent and our entry into several supply agreements with customers of our fuel vapor canister honeycombs. The U.S. District Court dismissed our patent infringement claims on November 18, 2020, and the case proceeded to trial on the BASF Counterclaims in September 2021.
On 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 trebled under U.S. antitrust law to approximately $85.0 million. On May 18, 2023, the court in the Delaware Proceeding entered judgment on the jury’s verdict, which commenced the post-trial briefing stage. On February 13, 2024, the court in the Delaware Proceeding denied BASF’s motion for pre-judgment interest on its tortious interference claim as well as our motion seeking judgment as a matter of law, or a new trial in the alternative. In addition, BASF has indicated it will seek attorneys’ fees and costs in amounts that they will allege and have to demonstrate at a future date. Unless the judgment is set aside, BASF will be entitled to post-judgment interest pursuant to the rate provided under federal law.
We disagree with the verdict, including the court’s application of the law and entry of judgment. Therefore, on March 13, 2024, we appealed the verdict as well as the U.S. District Court’s November 2020 dismissal of our patent infringement claims against BASF. Ingevity believes in the strength of its intellectual property and the merits of its position and intends to pursue all legal relief available to challenge these outcomes in the Delaware Proceeding. Final resolution of these matters could take up to 18 months.
As of March 31, 2024, nothing has occurred in the post-trial proceedings to warrant any change to our conclusions as disclosed within our 2023 Annual Report. The full amount of the trebled jury's verdict, $85.0 million, is accrued in Other liabilities on the condensed consolidated balance sheet as of March 31, 2024 and the charge was included within Other (income) expense, net on the consolidated statement of operations for the year ended December 31, 2021. In addition, as a result of the judgment being entered on May 18, 2023, we have started accruing for post-judgment interest at the legally mandated interest rate. The amount of any liability we may ultimately incur could be more or less than the amount accrued.


22


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)

Note 14: Segment Information
Three Months Ended March 31,
In millions20242023
Net sales
Performance Materials$145.1 $141.4 
Performance Chemicals147.0 185.6 
Advanced Polymer Technologies48.0 65.6 
Total net sales (1)
$340.1 $392.6 
Segment EBITDA (2)
Performance Materials$78.0 $69.8 
Performance Chemicals(10.6)20.3 
Advanced Polymer Technologies9.5 13.8 
Total Segment EBITDA (2)
$76.9 $103.9 
Interest expense, net(22.3)(19.6)
(Provision) benefit for income taxes15.9 (13.4)
Depreciation and amortization - Performance Materials(9.6)(10.0)
Depreciation and amortization - Performance Chemicals(12.4)(13.8)
Depreciation and amortization - Advanced Polymer Technologies(7.6)(7.3)
Restructuring and other income (charges), net (3)(7)
(65.3)(5.6)
Acquisition and other-related income (costs), net (4)(8)
(0.3)(2.7)
Loss on CTO resales (5)
(26.5) 
Gain (loss) on strategic investments (6)
(4.8)19.2 
Net income (loss) $(56.0)$50.7 
_______________
(1) Relates to external customers only, all intersegment sales and related profit have been eliminated in consolidation.
(2) Segment EBITDA is the primary measure used by our chief operating decision maker 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, including inventory lower of cost or market charges associated with restructuring actions, acquisition and other-related income (costs), litigation verdict charges, gain (loss) on strategic investments, loss on CTO resales, pension and postretirement settlement and curtailment income (charges), net.
(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 March 31,
In millions20242023
Performance Materials$0.1 $1.7 
Performance Chemicals65.3 3.1 
Advanced Polymer Technologies(0.1)0.8 
Restructuring and other (income) charges, net$65.3 $5.6 


23


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)

(4) 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 March 31,
In millions20242023
Performance Materials$ $ 
Performance Chemicals0.3 2.7 
Advanced Polymer Technologies  
Acquisition and other-related (income) costs, net$0.3 $2.7 
(5) For the three months ended March 31, 2024, charges relate to the Performance Chemicals reportable segment. Refer to Note 11 for more information.
(6) For the three months ended March 31, 2024, gain (loss) on strategic investments relates to a measurement alternative investment associated with the Performance Chemicals reportable segment. For the three months ended March 31, 2023, gain (loss) on strategic investments relates to the Performance Materials segment. 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. Refer to Note 4, under the section: Strategic Investments, for more information.
(7) 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.
Three Months Ended March 31,
In millions20242023
Restructuring charges (1)
$62.3 $3.1 
Other (income) charges, net (1)
0.5 2.5 
Performance Chemicals' repositioning inventory charges (2)
2.5  
Restructuring and other (income) charges, net$65.3 $5.6 
_________________
(1) Amounts are recorded within Restructuring and other (income) charges, net on the condensed consolidated statement of operations, refer to Note 11 for more information.
(2) Amounts are recorded within Cost of sales on the condensed consolidated statement of operations, refer to Note 11 for more information.
(8) 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.
Three Months Ended March 31,
In millions20242023
Legal and professional service fees$0.3 $1.9 
Acquisition-related (income) costs$0.3 $1.9 
Inventory fair value step-up amortization (1)
 0.8 
Acquisition and other-related (income) charges$0.3 $2.7 
_________________
(1) Included in Cost of sales on the condensed consolidated statement of operations.


24


INGEVITY CORPORATION
Notes to the Condensed Consolidated Financial Statements
March 31, 2024
(Unaudited)

Note 15: Earnings (Loss) per Share
Three Months Ended March 31,
In millions (except share and per share data)20242023
Net income (loss) $(56.0)$50.7