Ingevity (NGVT) recasts financials as industrial specialties and CTO refinery exit
Rhea-AI Filing Summary
Ingevity Corporation is updating how it reports its results to reflect a planned divestiture of major businesses. The company has an Asset Purchase Agreement with Mainstream Pine Products, LLC for the sale of substantially all assets and certain liabilities of its industrial specialties product line (excluding specified products and businesses) and its North Charleston, South Carolina crude tall oil refinery, with closing expected by early 2026.
Ingevity determined that these operations meet the criteria to be classified as held for sale and that the divestiture represents a strategic shift that will have a major effect on its operations and results. As a result, the industrial specialties product line and the refinery are now presented as discontinued operations for all periods shown. Ingevity is furnishing unaudited recast condensed consolidated statements of operations, segment operating results, and certain non-GAAP financial measures for full-year 2024 and 2023 and multiple 2024–2025 quarters, which apply these changes retrospectively and are described as preliminary.
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Insights
Ingevity is reclassifying a major business sale as discontinued operations and furnishing recast historical results.
Ingevity Corporation has agreed to sell substantially all assets tied to its industrial specialties product line and its North Charleston crude tall oil refinery to Mainstream Pine Products, LLC, with the transaction expected to close by early 2026. Management concluded these operations are held for sale and that the divestiture represents a strategic shift that will have a major effect on the company’s operations and results.
Because of this determination, historical performance for the industrial specialties product line and the refinery is now presented as discontinued operations. Ingevity is providing unaudited recast condensed consolidated statements of operations, segment operating results, and certain non-GAAP financial measures for full-year
For analysis, this means future evaluations of Ingevity’s ongoing business will rely on these recast figures that separate discontinued operations from continuing operations. Subsequent periodic reports covering quarters in
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| Exhibit No. | Description of Exhibit | ||||
2.1 | Asset Purchase Agreement, dated September 3, 2025, by and between Ingevity Corporation and Mainstream Pine Products, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on September 4, 2025)* | ||||
99.1 | Recast Condensed Consolidated Statement of Operations, Historical Segment Information and certain Non-GAAP Financial Measures Reflecting the Industrial Specialties product line and CTO Refinery as Discontinued Operations (Unaudited) | ||||
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| INGEVITY CORPORATION | |||||
| (Registrant) | |||||
| By: | /S/ MARY DEAN HALL | ||||
| Mary Dean Hall | |||||
| Executive Vice President and Chief Financial Officer | |||||
FAQ
What transaction is Ingevity Corporation (NGVT) highlighting in this 8-K?
Ingevity Corporation is highlighting a planned divestiture under an Asset Purchase Agreement with Mainstream Pine Products, LLC. The purchaser will acquire substantially all assets and assume certain rights and liabilities related to Ingevity’s industrial specialties product line (excluding specified products and businesses) and its North Charleston, South Carolina crude tall oil refinery, together referred to as the divestiture.
When is the Ingevity (NGVT) divestiture expected to close?
The divestiture of the industrial specialties product line and the North Charleston crude tall oil refinery is expected to close by early 2026, according to the company’s description of the transaction.
How is Ingevity (NGVT) changing its financial reporting because of the divestiture?
Ingevity determined that the industrial specialties product line and the crude tall oil refinery meet the criteria to be classified as held for sale and that the sale represents a strategic shift with a major effect on operations and results. Consequently, for all periods presented, the results of these businesses are now shown as discontinued operations rather than part of continuing operations.
What historical financial information is Ingevity (NGVT) providing as Exhibit 99.1?
Exhibit 99.1 contains unaudited recast Condensed Consolidated Statements of Operations, Segment Operating Results, and certain Non-GAAP Financial Measures. These are provided for the years ended December 31, 2024 and 2023 and for the three-month periods ended March 31, 2025 and 2024, June 30, 2025 and 2024, September 30, 2025 and 2024, and December 31, 2024, reflecting the divested operations as discontinued operations.
Are Ingevity’s recast financial figures for the divestiture final?
No. Ingevity states that the amounts in the recast financial information are considered preliminary, and therefore actual amounts could differ from these estimates. This indicates the figures may be updated as the transaction and related accounting assessments progress.
Does this Ingevity (NGVT) 8-K affect liabilities under Section 18 of the Exchange Act?
The company states that the information in Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and will only be incorporated by reference into other filings if expressly referenced.
