SEC Comment Letter 0000000000-24-006970 to Ingevity Corp (NGVT) (CIK 0001653477) (NGVT)
Ingevity Corp (NGVT) (CIK 0001653477)
Date: June 18, 2024 · CIK: 0001653477 · Accession: 0000000000-24-006970
AI Filing Summary & Sentiment
File numbers found in text: 001-37586
Letter
United States securities and exchange commission logo June 18, 2024 Mary Dean Hall Executive Vice President and Chief Financial Officer Ingevity Corp 4920 O'Hear Avenue Suite 400 North Charleston, SC 29405 Re:Ingevity Corp Form 10-K for the Fiscal Year Ended December 31, 2023 Response dated May 6, 2024 File No. 001-37586 Dear Mary Dean Hall: We have reviewed your May 6, 2024 response to our comment letter and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our April 23, 2024 letter. Form 10-K for the Fiscal Year Ended December 31, 2023 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Reconciliation of Net Income to Adjusted EBITDA, page 37 1.We reference your response to prior comment 5. It appears the non- GAAP adjustment related to the $19.7 million of inventory charges represent normal operating expenses necessary to operate your business and are not consistent with the guidance in Question 100.01 of the Division of Corporation Finance's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Please revise future filings to no longer exclude these adjustments from any non-GAAP performance measure.
FirstName LastNameMary Dean Hall Comapany NameIngevity Corp June 18, 2024 Page 2 FirstName LastName Mary Dean Hall Ingevity Corp June 18, 2024 Page 2
Please contact Kristin Lochhead at 202-551-3664 or Li Xiao at 202-551-4391 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services
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United States securities and exchange commission logo
June 18, 2024
Mary Dean Hall
Executive Vice President and Chief Financial Officer
Ingevity Corp
4920 O'Hear Avenue Suite 400
North Charleston, SC 29405
Re:Ingevity Corp
Form 10-K for the Fiscal Year Ended December 31, 2023
Response dated May 6, 2024
File No. 001-37586
Dear Mary Dean Hall:
We have reviewed your May 6, 2024 response to our comment letter and have the
following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our April 23, 2024
letter.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Reconciliation of Net Income to Adjusted EBITDA, page 37
1.We reference your response to prior comment 5. It appears the non-
GAAP adjustment related to the $19.7 million of inventory charges represent normal
operating expenses necessary to operate your business and are not consistent with the
guidance in Question 100.01 of the Division of Corporation Finance's Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures. Please revise future
filings to no longer exclude these adjustments from any non-GAAP performance measure.
FirstName LastNameMary Dean Hall
Comapany NameIngevity Corp
June 18, 2024 Page 2
FirstName LastName
Mary Dean Hall
Ingevity Corp
June 18, 2024
Page 2
Please contact Kristin Lochhead at 202-551-3664 or Li Xiao at 202-551-4391 if you have
questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services