Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 16, 2016 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Ingevity Corp | |
Entity Central Index Key | 1,653,477 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 42,101,604 |
Combined Statements of Operatio
Combined Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Income Statement [Abstract] | |||
Net sales | $ 203.9 | $ 239.2 | |
Cost of sales | 143.9 | 170.1 | |
Gross Profit | 60 | 69.1 | |
Selling, general and administrative expenses | 27.6 | 28.2 | |
Separation costs | 6.4 | 1.5 | |
Interest expense, net | 5.4 | 4.1 | |
Other (income) expense, net | 0.8 | (1.1) | |
Income before income taxes | 19.8 | 36.4 | |
Provision for income taxes | 10 | 12.2 | |
Net income | 9.8 | 24.2 | |
Less: Net income (loss) attributable to noncontrolling interests, net of taxes | 1.6 | 1.2 | |
Net income attributable to Ingevity Corporation | $ 8.2 | $ 23 | |
Per share data | |||
Basic and diluted earnings per share (usd per share) | [1] | $ 0.19 | $ 0.55 |
[1] | On May 15, 2016, WestRock distributed 42,101,604 shares of Ingevity's common stock to holders of its common stock. The computation of basic and diluted earnings per common share for all periods was calculated using the number of shares distributed on May 15, 2016. |
Combined Statements of Operati3
Combined Statements of Operations (Unaudited) (Parentheticals) | May. 15, 2016shares |
Subsequent Event | Affiliated Entity | |
Shares issued (in shares) | 42,101,604 |
Combined Statements of Comprehe
Combined Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 9.8 | $ 24.2 | |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustment | [1] | (1.1) | (5.5) |
Derivative instruments: | |||
Unrealized gain (loss), net | 0.6 | 0.5 | |
Reclassifications of deferred derivative instruments (gain) loss, included in net income | [2] | (0.2) | 0 |
Net unrealized gain (loss) on derivative instruments | 0.4 | 0.5 | |
Other comprehensive income (loss), net of tax | (0.7) | (5) | |
Comprehensive income | 9.1 | 19.2 | |
Less: Comprehensive income (loss) attributable to noncontrolling interests, net of taxes | 1.6 | 1.2 | |
Comprehensive income attributable to the Company | $ 7.5 | $ 18 | |
[1] | Income taxes are not provided on the equity in undistributed earnings of our foreign subsidiaries or affiliates since it is our intention that such earnings will remain invested in those affiliates permanently. | ||
[2] | Amounts reflected in "Cost of sales" on the Combined Statements of Operations. |
Combined Balance Sheets (Unaudi
Combined Balance Sheets (Unaudited) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Cash and cash equivalents | $ 22.7 | $ 32 |
Accounts receivable, net | 95.8 | 96.2 |
Inventories, net | 171.5 | 151 |
Prepaid and other current assets | 21.3 | 20.2 |
Current assets | 311.3 | 299.4 |
Property, plant and equipment, net | 441.2 | 437.5 |
Goodwill | 12.2 | 11.9 |
Other intangibles, net | 9.3 | 10 |
Other assets | 19.5 | 23 |
Total assets | 793.5 | 781.8 |
Liabilities and Equity | ||
Accounts payable | 62.3 | 64.8 |
Accrued expenses | 23.2 | 13 |
Accrued payroll and employee benefits | 8.4 | 10 |
Notes payable | 8.9 | 9.4 |
Current liabilities | 102.8 | 97.2 |
Capital lease obligations | 80 | 80.1 |
Deferred income taxes | 71.9 | 75.7 |
Other liabilities | 5.1 | 7.1 |
Total liabilities | $ 259.8 | $ 260.1 |
Commitments and contingencies (Note 15) | ||
Net parent investment: | ||
Net parent investment | $ 545.5 | $ 533.5 |
Accumulated other comprehensive loss | (17.2) | (16.5) |
Total net parent investment before noncontrolling interests | 528.3 | 517 |
Noncontrolling interests | 5.4 | 4.7 |
Total net parent investment and noncontrolling interests | 533.7 | 521.7 |
Total liabilities and net parent investment | $ 793.5 | $ 781.8 |
Combined Statements of Cash Flo
Combined Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 9.8 | $ 24.2 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 9 | 8.5 |
Deferred income taxes | (3.8) | (2.2) |
Impairment/loss on sale of assets | 0.1 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 1.1 | (14.8) |
Inventories, net | (19.9) | (10.4) |
Prepaid and other current assets | (1) | (1) |
Accounts payable | (2.9) | (11.8) |
Accrued expenses | 7.8 | (5.2) |
Income taxes payable | 4.1 | 2.3 |
Accrued payroll and employee benefit costs | (1.6) | (7.4) |
Restructuring and other spending | (1.8) | 0 |
Changes in other operating assets and liabilities, net | (1.9) | 0.9 |
Net cash provided (used) by operating activities | (1) | (16.9) |
Cash flows from investing activities: | ||
Capital expenditures | (11.3) | (18.3) |
Net cash provided (used) by investing activities | (11.3) | (18.3) |
Cash flows from financing activities: | ||
Changes in notes payable and other short-term borrowings, net | 0 | 7.9 |
Noncontrolling interest distributions | (0.9) | (1.1) |
Transactions with Parent, net | 3.8 | 25.7 |
Net cash provided (used) by financing activities | 2.9 | 32.5 |
Increase (decrease) in cash and cash equivalents | (9.4) | (2.7) |
Effect of exchange rate changes on cash | 0.1 | 0.4 |
Change in cash and cash equivalents | (9.3) | (2.3) |
Cash and cash equivalents | ||
At beginning of period | 32 | 19.9 |
At end of period | 22.7 | 17.6 |
Supplemental cash flow information: | ||
Cash paid for interest | 1.6 | 1.6 |
Purchases of property, plant and equipment in accounts payable | $ 1.4 | $ 5.2 |
Background
Background | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background | Background Ingevity Corporation ("Ingevity" or the "Company") is a leading global manufacturer of specialty chemicals and high performance carbon materials. Ingevity participates in attractive, higher growth sectors of the global specialty chemicals industry. Our specialty chemicals products serve as critical inputs used in a variety of high performance applications, primarily in three product families: pavement technologies, oilfield technologies and industrial specialties. We are also the leading global manufacturer of activated carbon used in gasoline vapor emission control systems in cars, trucks, motorcycles and boats, with over 750 million units installed globally over the 30-year history of this business. We report in two business segments, Performance Chemicals and Performance Materials. The Performance Chemicals segment develops, manufactures and sells a wide range of specialty chemicals primarily derived from co-products of the kraft pulping process. Products include performance chemicals derived from pine chemicals used in asphalt paving, oilfield technologies and other diverse industrial specialty applications such as adhesives, agrochemical dispersants, publication inks, lubricants and petroleum. The Performance Chemicals segment serves customers globally from its manufacturing operations in the United States and Brazil. The Performance Materials segment primarily produces automotive carbon products used in gasoline vapor emission control systems in cars, trucks, motorcycles and boats. The automotive carbon products capture and store gasoline vapor emissions that would otherwise be released into the atmosphere as volatile organic compounds (“VOCs”) which contain hazardous air pollutants. The stored vapors are then largely purged from the carbon and directed to the engine where they are used as supplemental power for the vehicle. The segment also produces a number of other carbon products for food, water, beverage and chemical purification. The Performance Materials segment serves customers globally from its manufacturing operations in the United States and China. Separation and Distribution On May 15, 2016 (the "Distribution Date"), WestRock Company (“WestRock”) completed the previously announced separation of the business comprising WestRock's Specialty Chemicals reporting segment, and certain other assets and liabilities, in to Ingevity, a separate and distinct public company (herein referred to as the "Separation"). The Separation was completed by way of a distribution of all of the then outstanding shares of common stock of Ingevity through a dividend in kind of Ingevity's common stock (par value $0.01 ) to holders of WestRock common stock (par value $0.01 ) as of the close of business of May 4, 2016 (the "Record Date"). On the Distribution Date, each holder of WestRock's common stock received one share of Ingevity's common stock for every six shares of WestRock's common stock held on the Record Date. The Separation was completed pursuant to a Separation and Distribution Agreement and other agreements with WestRock related to the Separation, including an Employee Matters Agreement, a Tax Matters Agreement, a Transition Services Agreement and an Intellectual Property Agreement (collectively, the "Separation Agreements"), each of which was filed as an exhibit to our Current Report on Form 8-K, filed with the the Securities and Exchange Commission on May 16, 2016. The Separation Agreements govern the relationship among Ingevity and WestRock following the Separation and provide for the allocation of various assets, liabilities, rights and obligations. The Separation Agreements also include arrangements for transition services to be provided by WestRock to Ingevity. For a discussion of each agreement, see the section entitled "Certain Relationships and Related Party Transactions - Agreements with WestRock Related to the Spin-Off" in our Information Statement filed as Exhibit 99.1 ("Information Statement") to our Registration Statement on Form 10, as amended, filed with the Securities and Exchange Commission on April 26, 2016 ("Registration Statement"). The Separation Agreements were entered into on May 14, 2016. The Registration Statement was declared effective by the SEC on April 25, 2016, and Ingevity's common stock began "regular-way" trading on the New York Stock Exchange ("NYSE") on May 16, 2016 under the symbol "NGVT". |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Basis of Presentation These Combined Financial Statements cover periods prior to the Company's Separation from WestRock, and therefore include all majority-owned or controlled entities of WestRock related to its Specialty Chemicals business, Ingevity, and all significant inter-company transactions are eliminated. As of March 31, 2016, the Company did not operate as a separate, stand-alone entity and was comprised of certain WestRock wholly owned legal entities for which the Company was the sole business and components of legal entities in which the Company operated in conjunction with other WestRock businesses. For purposes of these Combined Financial Statements, the term “WestRock” herein refers to the legacy operations of MeadWestvaco Corporation (“MWV”) and its subsidiaries prior to the July 1, 2015 merger of MWV and Rock-Tenn Company ("Rock-Tenn") (the "Merger") and the combined operations of Rock-Tenn and MWV subsequent to the Merger. References to Ingevity’s historical business and operations refer to the business and operations of the Specialty Chemicals Business of WestRock, or prior to the Merger, MWV, that have been or will be transferred to Ingevity in connection with the Separation and distribution. These Combined Financial Statements include allocated expenses associated with centralized WestRock support functions including legal, accounting, tax, treasury, internal audit, information technology, human resources and other services. The costs associated with these functions generally include all payroll and benefit costs as well as related overhead costs. These Combined Financial Statements also include allocated costs associated with WestRock’s office facilities, corporate insurance coverage and medical, pension, post-retirement and other health plan costs attributed to the Company’s employees participating in WestRock’s sponsored plans. Allocations are generally based on a number of utilization measures including employee count and proportionate effort. In situations in which determinations based on utilization are impracticable, WestRock and the Company used other methods and criteria such as net sales which are believed to result in reasonable estimates of costs attributable to the Company. All such amounts have been assumed to have been immediately settled by the Company to WestRock in the period in which the costs were recorded in the Combined Financial Statements. Such amounts are included in net cash provided by operating activities in the combined statements of cash flows. The Company and WestRock management believes the related-party allocations included in these Combined Financial Statements have been made on a reasonable basis. However, these Combined Financial Statements may not necessarily be indicative of the results of operations that would have been obtained if the Company had operated as a separate entity during the periods presented. Actual costs that may have been incurred if the Company had been a stand-alone business would depend on a number of factors, including organizational structure and what functions were outsourced or performed by employees, as well as strategic decisions made in areas such as information technology and infrastructure. Consequently, Ingevity’s future earnings as an independent business may include items of income and expense that are materially different from what is included in these Combined Statements of Operations. Accordingly, the Combined Financial Statements for the periods presented are not necessarily indicative of the Company’s future results of operations, financial position and cash flows. These Combined Financial Statements have not been audited. However, in the opinion of management, all normal recurring adjustments necessary to state fairly the financial position and the results of operations for the interim periods presented have been made. These Combined Financial Statements have been prepared on the basis of accounting principles and practices generally accepted in the United States (“GAAP”) applied consistently with those used in the preparation of the Combined Financial Statements for the years ended December 31, 2015 , 2014 and 2013 , collectively referred to as the “Annual Combined Financial Statements” included in our Information Statement filed with our Registration Statement on Form 10, as amended. Certain information and footnote disclosures normally included in annual Combined Financial Statements presented in accordance with GAAP have been condensed or omitted. The combined results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The accompanying Combined Financial Statements should be read in conjunction with the Combined Financial Statements and notes thereto included in the Annual Combined Financial Statements. Correction of an error During the first quarter of 2016, we identified an error in our previously issued financial statements related to the Performance Materials operating segment. The error was related to intercompany profit that was not properly eliminated from the inventory balances included within the Inventory, net on the Combined Balance Sheet. Management evaluated the materiality of the error from a qualitative and quantitative perspective and concluded that the error was not material to any prior periods. Further, we evaluated the materiality of the error on the results of operations for the current quarter as well as on the expected results of operations for the full fiscal year and concluded that the error in the current period is quantitatively significant to the first quarter financial statements but is not anticipated to be material to the full fiscal year or the trend of financial results. Accordingly, we corrected the error in the current period. The impact of the adjustment to correct the error on the Combined Statement of Operations for the three months ended March 31, 2016 was as follows: In millions Three months ended March 31, 2016 Increase to Cost of sales $ 3.3 Reduction of Gross profit (3.3 ) Reduction of Net income (2.1 ) |
New accounting guidance
New accounting guidance | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
New accounting guidance | New accounting guidance On March 30, 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09 "Improvements to Employee Share-Based Payment Accounting." The amendments in this new standard simplify several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under the new ASU, entities record all excess tax benefits and tax deficiencies as an income tax benefit or expense in the income statement, and entities classify excess tax benefits as an operating activity in the statement of cash flows. The amendments in this ASU are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. We do not expect the impact of adoption to have a material effect on our Combined Financial Statements. On February 25, 2016, the FASB issued its new lease accounting guidance in ASU 2016-02 "Leases". Under the new guidance, lessees will be required to recognize for all leases (with the exception of short-term leases) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new standard is effective for fiscal year beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of these provisions. In November 2015, the FASB issued ASU 2015-17 “Balance Sheet Classification of Deferred Taxes.” The amendment requires deferred tax assets and liabilities, along with related valuation allowances, to be classified as non-current on the balance sheet. As a result, each tax jurisdiction will now only have one net non-current deferred tax asset or liability. The new guidance does not change the existing requirement that prohibits offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. This standard is applicable for fiscal years beginning after December 15, 2016 and for interim periods within those years and early adoption is permitted. We early adopted ASU 2015-17 effective December 31, 2015 on a prospective basis. Adoption of this ASU resulted in a reclassification of our net current deferred tax asset to the net non-current deferred tax asset in our Combined Balance Sheet as of December 31, 2015. No prior periods were retrospectively adjusted. For more information on deferred taxes, see Note 14. In April 2015, the FASB issued ASU 2015-03 "Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs." The amendments in this new standard require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this standard. This standard is applicable for fiscal years beginning after December 15, 2015 and for interim periods within those years and early adoption is permitted. We have adopted this standard in the first quarter of 2016. This amendment will be applied on a retrospective basis; however, we do not currently have any debt issuance costs. In February 2015, the FASB issued ASU 2015-02 “Consolidation - Amendments to the Consolidation Analysis”, which amends certain provisions of ASC 810 “Consolidation”. The amendment requires the consideration of additional criteria in (i) the analysis and determination of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities and (ii) primary beneficiary determinations. The ASU also eliminates certain fees from the consolidation analysis of reporting entities that are involved with variable interest entities. The ASU is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2015. The Company adopted these provisions on January 1, 2016. The impact of adoption did not have a material effect on the Company’s Combined Financial Statements. In May 2014, the FASB issued ASU 2014-09 which is codified in ASC 606 “Revenue from Contracts with Customers” and supersedes both the revenue recognition requirement to ASC 605 “Revenue Recognition” and most industry-specific guidance. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the five steps set forth in ASC 606. An entity must also disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The ASU was scheduled to be effective for annual reporting periods, and for interim reporting periods within those annual reporting periods, beginning after December 15, 2016. However, in July 2015 the FASB voted to amend ASU 2014-09 by approving a one-year deferral of the effective date. As a result, the Company expects to adopt these provisions on January 1, 2018, including interim periods subsequent to the adoption date, which can be applied using a full retrospective or modified retrospective approach. The Company is currently evaluating the impact of these provisions. There were no other accounting standards issued that had or are expected to have a material impact on the Company’s financial position or results of operations. |
Fair value measurements
Fair value measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements The following information is presented for assets and liabilities that are recorded in the Combined Balance Sheets at fair value measured on a recurring basis. There were no liabilities recorded at fair value measured on a recurring basis as of December 31, 2015. There were no significant transfers of assets and liabilities that are recorded at fair value between Level 1 and Level 2 during the period reported. In millions Level 1 (1) Level 2 (2) Level 3 (3) Total March 31, 2016 Assets: Cash equivalents $ 10.0 $ — $ — $ 10.0 Liabilities: Deferred compensation arrangement (4) $ 0.1 $ — $ — $ 0.1 December 31, 2015 Assets: Cash equivalents $ 10.0 $ — $ — $ 10.0 ______________ (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 "Other liabilities" on the Combined Balance Sheet. At March 31, 2016 , the book value of capital lease obligations was $80 million and the fair value was estimated to be $89.5 million . The fair value of the Company's capital lease obligations is based on the period-end quoted market prices for the obligations, using Level 1 inputs. |
Inventories, net
Inventories, net | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net are comprised of: In millions March 31, 2016 December 31, 2015 Raw materials $ 46.9 $ 41.0 Production materials, stores and supplies 11.6 11.3 Finished and in-process goods 134.8 118.6 Inventories valued at current costs 193.3 170.9 Less: Excess of cost over LIFO cost (21.8 ) (19.9 ) Inventories, net $ 171.5 $ 151.0 |
Property, plant and equipment,
Property, plant and equipment, net | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | Property, plant and equipment, net Property, plant and equipment, net consist of the following: In millions March 31, 2016 December 31, 2015 Machinery and equipment $ 671.2 $ 658.0 Buildings and leasehold equipment 65.8 64.4 Land and land improvements 17.8 17.6 Construction in progress 139.9 142.5 Total cost 894.7 882.5 Less: accumulated depreciation (453.5 ) (445.0 ) Property, plant and equipment, net $ 441.2 $ 437.5 |
Goodwill and other intangible a
Goodwill and other intangible assets, net | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and other intangible assets | Goodwill and other intangible assets, net The changes in the carrying amount of goodwill by operating segment are as follows: Operating Segments In millions Performance Chemicals Performance Materials Total December 31, 2015 $ 7.6 $ 4.3 $ 11.9 Foreign currency translation 0.3 — 0.3 March 31, 2016 $ 7.9 $ 4.3 $ 12.2 All of the Company's other intangible assets, net are related to the Performance Chemicals operating segment. The following table summarizes intangible assets: March 31, 2016 December 31, 2015 In millions Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Brands (1) $ 13.8 $ 10.8 $ 3.0 $ 13.7 $ 10.6 $ 3.1 Customer contracts and relationships 28.2 22.0 6.2 28.2 21.4 6.8 Other 2.1 2.0 0.1 0.6 0.5 0.1 Other intangibles, net $ 44.1 $ 34.8 $ 9.3 $ 42.5 $ 32.5 $ 10.0 _______________ (1) Represents trademarks, trade names and know-how. The amortization expense for the three months ended March 31, 2016 and 2015 was $1.5 million and $1.7 million , respectively. Amortization expense is included within Cost of sales and Selling, general and administrative expenses on the Combined Statements of Operations. Based on the current carrying values of intangible assets, estimated pre-tax amortization expense for the next five years is as follows: 2016 - $2.7 million , 2017 - $2.5 million , 2018 - $1.8 million , 2019 - $1.6 million and 2020 - $0.7 million . The estimated pre-tax amortization expense may fluctuate due to changes in foreign currency. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Revolving Credit and Term Loan Facility On March 7, 2016 we entered into a credit agreement governing a senior secured multi-currency revolving credit facility (the “Revolving Credit Facility”), which provides for maximum borrowings of $400 million for the Company, with a €100 million subfacility for a Belgian subsidiary borrower of Ingevity subject to certain additional conditions on the initial funding date. The Revolving Credit Facility allows for borrowings in U.S. dollars, euros and Japanese yen, with certain sub-limits. The Revolving Credit Facility has a letter of credit sub-limit of $75 million and a swingline facility sub-limit of $40 million . The Revolving Credit Facility can be utilized for working capital and other general corporate purposes as well as for funding associated with the Separation. Also on March 7, 2016, we entered into a senior secured term loan facility (the “Term Loan Facility” and together with the Revolving Credit Facility, the “Facilities”) of $300 million . The Facilities mature on the five-year anniversary of the initial funding date. The Term Loan Facility amortizes at a rate equal to 0 percent per annum during the first year after the funding date, 5 percent per annum during the second and third years after the funding date and 10 percent per annum during the fourth and fifth years after the funding date, with the balance due at maturity. The Term Loan Facility will require the proceeds of certain asset sales and casualty events to be applied to prepay the loans under the Term Loan Facility, subject to certain thresholds, exceptions and reinvestment rights. The interest rates per annum applicable to the loans under the Facilities are based on a fluctuating rate of interest measured by reference to, at the borrowers’ election, either (1) an adjusted London inter-bank offered rate (LIBOR) plus a borrowing margin, or (2) an alternate base rate plus a borrowing margin. The borrowing margin for the Facilities is subject to adjustment based on the Company’s consolidated total leverage ratio, and is between 1.25% and 2.00% in the case of LIBOR loans and between 0.25% and 1.00% in the case of base rate loans. Customary upfront fees will be payable with respect to the Facilities. The Revolving Credit Facility fees include (i) commitment fees, based on a percentage of the daily unused portions of the facility ranging from 0.15% to 0.30% , and (ii) customary letter of credit fees. The Facilities include financial covenants requiring the Company to maintain on a consolidated basis a maximum total leverage ratio of 3.75 to 1.00, which may be increased to 4.25 to 1.00 under certain circumstances and a minimum interest coverage ratio of 3.00 to 1.00. The Facilities include customary events of default including non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, cross default to certain other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, material judgments and change of control. As of March 31, 2016, the initial funding under the Facilities had not occurred and as such no borrowings were outstanding. Subsequent Event On May 9, 2016, we borrowed $300.0 million under the Term Loan Facility and on May 13, 2016 we borrowed $200.0 million under the Revolving Credit Facility. The proceeds of the combined borrowings, in addition to cash on hand, were used to fund a distribution to WestRock in the amount of $448.5 million and to fund a trust in the amount of $68.9 million both of which were in connection with the Separation. The trust, which will be presented as restricted cash on our Combined Balance Sheet, is to secure the principal payment under our $80.0 million capital lease obligation which is payable upon maturity in 2027. The scheduled maturity date of the Facilities is May 9, 2021. Fees of $3.6 million were incurred and paid at the time of initial funding of the Facilities. These fees have been deferred and will be amortized over the term of the Facilities. These fees will be presented as a reduction of the outstanding liability in accordance with ASU No. 2015-03 "Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs." |
Net parent investment
Net parent investment | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Net parent investment | Net parent investment The changes in Net parent investment are as follows: In millions Net Parent Investment Accumulated other comprehensive income (loss) Noncontrolling interests Total Balance at December 31, 2015 $ 533.5 $ (16.5 ) $ 4.7 $ 521.7 Net income 8.2 — 1.6 9.8 Other comprehensive income, net of tax — (0.7 ) — (0.7 ) Noncontrolling interest distributions — — (0.9 ) (0.9 ) Transactions with parent 3.8 — — 3.8 Balance at March 31, 2016 $ 545.5 $ (17.2 ) $ 5.4 $ 533.7 |
Allocated costs and related-par
Allocated costs and related-party transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Allocated costs and related-party transactions | Allocated costs and related-party transactions The Combined Statements of Operations include allocations from WestRock as summarized below: Three Months Ended March 31, In millions 2016 2015 Cost of sales $ 4.3 $ 2.8 Selling, general and administrative expenses 4.3 4.5 Interest expense, net 3.8 2.5 Total allocated cost (1) $ 12.4 $ 9.8 _______________ (1) Allocated costs represent costs necessary to support the Company's operations which include governance and corporate functions such as information technology, accounting, human resources, accounts payable and other direct services including the interest on WestRock debt incurred to provide such services. The Company and WestRock management believe the related-party allocations included in these Combined Financial Statements have been made on a reasonable basis. However, these Combined Financial Statements may not necessarily be indicative of the results of operations that would have been obtained if the Company had operated as a separate entity during the periods presented. Actual costs that may have been incurred if the Company had been a stand-alone business would depend on a number of factors, including organizational structure and what functions were outsourced or performed by employees, as well as strategic decisions made in areas such as information technology and infrastructure. Management of the Company has determined it is not practicable to determine these stand-alone costs for the periods presented. Consequently, the Company’s future earnings as an independent business may include items of income and expense that are materially different from what is included in these Combined Statements of Income. Accordingly, the Combined Financial Statements for the periods presented are not necessarily indicative of the company’s future results of operations, financial position and cash flows. The Company purchases certain raw materials from WestRock that are included in cost of sales. Total purchases for the three months ended March 31, 2016 and 2015 were $12.6 million and $5.2 million , respectively. Purchases in the three months ended March 31, 2015 were prior to the Merger and therefore only included purchases from MWV. See Note 2 for more information regarding the Merger. |
Pension and post-retirement ben
Pension and post-retirement benefits | 3 Months Ended |
Mar. 31, 2016 | |
Postemployment Benefits [Abstract] | |
Pension and post-retirement benefits | Pension and post-retirement benefits WestRock offers various long-term benefits to its employees which are shared amongst its businesses, including the Company. In these cases, the participation of employees in these plans is reflected in the Combined Financial Statements as though the Company participates in a multi-employer plan with the other businesses of WestRock. Assets and liabilities of such plans are retained by WestRock. Where permitted by applicable law, WestRock reserves the right to change, modify or discontinue the plans. Pension costs recorded by the Company for the three months ended March 31, 2016 and 2015 were $2.1 million and $2.1 million , respectively. |
Business separation
Business separation | 3 Months Ended |
Mar. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Business separation | Business separation In connection with the Separation as further described in Note 1 and Note 2, the Company has incurred $6.4 million and $1.5 million of pre-tax separation costs during the three months ended March 31, 2016 and March 31, 2015 , respectively. These costs were primarily related to professional fees associated with separation activities within the finance, tax and legal functions. |
Other (income) expense, net
Other (income) expense, net | 3 Months Ended |
Mar. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Other (income) expense, net | Other (income) expense, net Components of other (income) expense, net are as follows: Three Months Ended March 31, In millions 2016 2015 Foreign currency exchange (income) loss $ (3.7 ) $ 0.9 Royalty and sundry (income) loss (1) (0.1 ) (1.7 ) Restructuring and other (income) charges, net (2) 4.6 (0.3 ) Other (income) expense, net $ 0.8 $ (1.1 ) _______________ (1) Primarily represents royalty income for technology licensing. (2) See below for more information regarding the Company's restructuring and other (income) charges, net. Restructuring and other (income) charges, net We continually perform strategic reviews and assess the return on the Company's operations which sometimes results in a plan to restructure the business. The cost and benefit of these strategic restructuring initiatives are recorded as restructuring and other (income) charges, net recorded within Other (income) expense, net on our Combined Statement of Operations. These costs are excluded from our operating segment results. We record an accrual for severance and other non-recurring costs under the provisions of the relevant accounting guidance. Additionally, in some restructuring plans write-downs of long-lived assets may occur. Two types of assets are impacted: assets to be disposed of by sale and assets to be abandoned. Assets to be disposed of by sale are measured at the lower of carrying amount or estimated net proceeds from the sale. Assets to be abandoned with no remaining future service potential are written down to amounts expected to be recovered. The useful life of assets to be abandoned that have a remaining future service potential are adjusted and depreciation is recorded over the adjusted useful life. Below provides detail of the restructuring and other (income) charges, net incurred. Three Months Ended March 31, In millions 2016 2015 Restructuring and other (income) charges, net Gain on sale of assets and businesses $ — $ (0.3 ) Severance and other employee-related costs 4.5 — Asset write-downs 0.1 — Total restructuring and other (income) charges, net $ 4.6 $ (0.3 ) 2016 activities During the three months ended March 31, 2016, the Company announced two restructuring events. The first event was the closure of the Performance Chemicals' derivatives operation in Duque De Caxias, Rio de Janeiro, Brazil. As a result of this closure the Company recorded a $0.1 million impairment charge on fixed assets and $1.8 million in severance and other employee related costs during the three months ended March 31, 2016. The Company also announced a company-wide restructuring to better align our workforce in light of changing macroeconomic and market realities. The restructuring decision resulted in workforce reductions at several of our locations. As a result, during the three months ended March 31, 2016 the Company recorded severance and other employee-related charges of $2.7 million ( $1.9 million related to Performance Chemicals segment and $0.8 million related to Performance Materials segment). 2015 activities In the three months ended March 31, 2015, there was an additional $0.3 million of income related to an additional gain on the 2014 sales of the Company's Performance Materials' air purification business. Roll forward of Restructuring Reserves The following table shows a roll forward of restructuring reserves that will result in cash spending. Balance at Change in Cash Balance at In millions 12/31/2015 (1) Reserve Payments Other (2) 3/31/2016 (1) Severance and other employee-related costs $ — 4.5 (1.8 ) — $ 2.7 _______________ (1) Included in "Accrued Expenses" on the Combined Balance Sheet. (2) Primarily foreign currency translation adjustments. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended March 31, 2016 and 2015 , the effective tax rates, including discrete items, were as follows: Three Months Ended March 31, 2016 2015 Effective tax rate 50.5 % 33.5 % We determine our interim tax provision using an Estimated Annual Effective Tax Rate methodology (“EAETR”) in accordance with GAAP. 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 pretax 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 in accordance with GAAP. 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 can materially impact the reported effective tax rate. As a global enterprise, our tax expense can be impacted by changes in tax rates or laws, the finalization of tax audits and reviews, as well as other factors. As such, there can be significant volatility in interim tax provisions. The below chart provides reconciliation between our reported effective tax rates and the EAETR. Three Months Ended March 31, 2016 Three Months Ended in millions, except percentages Before Tax Tax Effective Tax Rate % Impact Before Tax Tax Effective Tax Rate % Impact Combined operations 19.8 10.0 50.5 % 36.4 12.2 33.5 % Discrete items: Separation costs (1) 6.4 1.0 1.5 0.3 Results of legal entities with full valuation allowances (2) 5.6 — 1.1 — Other tax only discrete items — (0.1 ) — 0.3 Total discrete items 12.0 0.9 2.6 0.6 Combined operations, before discrete items 31.8 10.9 39.0 12.8 EAETR (3) 34.3 % 32.8 % _______________ (1) Separation costs are primarily taxed at domestic tax rates resulting in a material tax benefit, see Note 12 for more information on the costs incurred. (2) In accordance with GAAP, legal entities within the combined results of Ingevity with full valuation allowances are treated discretely for income tax purposes. (3) The increase in the EAETR for the three months ended March 31, 2016 as compared to March 31, 2015 is primarily due to income mix between domestic and foreign subsidiaries. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Legal Proceedings We are, from time to time, involved in routine litigation incidental to our operations. None of the litigation in which we are currently involved, individually or in the aggregate, is material to our combined financial condition, liquidity or results of operations nor are we aware of any material pending or contemplated proceedings. |
Segment information
Segment information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment information | Segment information Three Months Ended March 31, In millions 2016 2015 Net sales Performance Chemicals $ 133.1 $ 175.0 Performance Materials 70.8 64.2 Total net sales $ 203.9 $ 239.2 Segment operating profit (1) Performance Chemicals 8.6 19.1 Performance Materials 27.6 22.6 Total segment operating profit 36.2 41.7 Separation costs (2) (6.4 ) (1.5 ) Restructuring and other income (charges) (3) (4.6 ) 0.3 Interest expense, net (5.4 ) (4.1 ) Provision for income taxes (10.0 ) (12.2 ) Net income attributable to noncontrolling interests (1.6 ) (1.2 ) Net income attributable to Ingevity Corporation $ 8.2 $ 23.0 _______________ (1) Segment operating profit is defined as segment revenue less segment operating expenses (segment operating expenses consist of costs of sales, selling, general and administrative expenses and other (income) expense, net). We have excluded the following items from segment operating profit: interest expense associated with corporate debt facilities, income taxes, gains (or losses) on divestitures of businesses, restructuring and other (income) charges and separation costs. (2) See Note 12 for more information on separation costs. (3) For the three months ended March 31, 2016 the charges related to Performance Chemicals: $3.8 million and Performance Materials: $0.8 million . For the three months ended March 31, 2015 the income related to Performance Materials: $0.3 million . |
Earnings per share
Earnings per share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share Earnings per share (EPS) was calculated based on 42,101,604 shares of Ingevity common stock that were distributed to WestRock shareholders on May 15, 2016. The same number of shares was used to calculate basic and diluted earnings per share since no Ingevity equity awards were outstanding prior to the spin-off. Three Months Ended March 31, In millions (except share and per share data) 2016 2015 Net income attributable to Ingevity Corporation $ 8.2 $ 23.0 Per share data Basic and diluted earnings per share $ 0.19 $ 0.55 Weighted average number of shares outstanding - Basic and Diluted 42,101,604 42,101,604 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Separation and Distribution See Note 1 for subsequent events pertaining to the separation and distribution of Ingevity from WestRock. Revolving Credit and Term Loan Facility See Note 8 for subsequent events pertaining to the financing transaction that have occurred associated with the separation and distribution of Ingevity from WestRock. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
New accounting guidance | New accounting guidance On March 30, 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09 "Improvements to Employee Share-Based Payment Accounting." The amendments in this new standard simplify several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under the new ASU, entities record all excess tax benefits and tax deficiencies as an income tax benefit or expense in the income statement, and entities classify excess tax benefits as an operating activity in the statement of cash flows. The amendments in this ASU are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. We do not expect the impact of adoption to have a material effect on our Combined Financial Statements. On February 25, 2016, the FASB issued its new lease accounting guidance in ASU 2016-02 "Leases". Under the new guidance, lessees will be required to recognize for all leases (with the exception of short-term leases) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new standard is effective for fiscal year beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of these provisions. In November 2015, the FASB issued ASU 2015-17 “Balance Sheet Classification of Deferred Taxes.” The amendment requires deferred tax assets and liabilities, along with related valuation allowances, to be classified as non-current on the balance sheet. As a result, each tax jurisdiction will now only have one net non-current deferred tax asset or liability. The new guidance does not change the existing requirement that prohibits offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. This standard is applicable for fiscal years beginning after December 15, 2016 and for interim periods within those years and early adoption is permitted. We early adopted ASU 2015-17 effective December 31, 2015 on a prospective basis. Adoption of this ASU resulted in a reclassification of our net current deferred tax asset to the net non-current deferred tax asset in our Combined Balance Sheet as of December 31, 2015. No prior periods were retrospectively adjusted. For more information on deferred taxes, see Note 14. In April 2015, the FASB issued ASU 2015-03 "Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs." The amendments in this new standard require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this standard. This standard is applicable for fiscal years beginning after December 15, 2015 and for interim periods within those years and early adoption is permitted. We have adopted this standard in the first quarter of 2016. This amendment will be applied on a retrospective basis; however, we do not currently have any debt issuance costs. In February 2015, the FASB issued ASU 2015-02 “Consolidation - Amendments to the Consolidation Analysis”, which amends certain provisions of ASC 810 “Consolidation”. The amendment requires the consideration of additional criteria in (i) the analysis and determination of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities and (ii) primary beneficiary determinations. The ASU also eliminates certain fees from the consolidation analysis of reporting entities that are involved with variable interest entities. The ASU is effective for annual periods, and for interim periods within those annual periods, beginning after December 15, 2015. The Company adopted these provisions on January 1, 2016. The impact of adoption did not have a material effect on the Company’s Combined Financial Statements. In May 2014, the FASB issued ASU 2014-09 which is codified in ASC 606 “Revenue from Contracts with Customers” and supersedes both the revenue recognition requirement to ASC 605 “Revenue Recognition” and most industry-specific guidance. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the five steps set forth in ASC 606. An entity must also disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The ASU was scheduled to be effective for annual reporting periods, and for interim reporting periods within those annual reporting periods, beginning after December 15, 2016. However, in July 2015 the FASB voted to amend ASU 2014-09 by approving a one-year deferral of the effective date. As a result, the Company expects to adopt these provisions on January 1, 2018, including interim periods subsequent to the adoption date, which can be applied using a full retrospective or modified retrospective approach. The Company is currently evaluating the impact of these provisions. There were no other accounting standards issued that had or are expected to have a material impact on the Company’s financial position or results of operations. |
Income Tax | We determine our interim tax provision using an Estimated Annual Effective Tax Rate methodology (“EAETR”) in accordance with GAAP. 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 pretax 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 in accordance with GAAP. 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 can materially impact the reported effective tax rate. As a global enterprise, our tax expense can be impacted by changes in tax rates or laws, the finalization of tax audits and reviews, as well as other factors. As such, there can be significant volatility in interim tax provisions. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Quantifying Prior Year Misstatements Corrected in Current Year Financial Statements | The impact of the adjustment to correct the error on the Combined Statement of Operations for the three months ended March 31, 2016 was as follows: In millions Three months ended March 31, 2016 Increase to Cost of sales $ 3.3 Reduction of Gross profit (3.3 ) Reduction of Net income (2.1 ) |
Fair value measurements (Tables
Fair value measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring | The following information is presented for assets and liabilities that are recorded in the Combined Balance Sheets at fair value measured on a recurring basis. There were no liabilities recorded at fair value measured on a recurring basis as of December 31, 2015. There were no significant transfers of assets and liabilities that are recorded at fair value between Level 1 and Level 2 during the period reported. In millions Level 1 (1) Level 2 (2) Level 3 (3) Total March 31, 2016 Assets: Cash equivalents $ 10.0 $ — $ — $ 10.0 Liabilities: Deferred compensation arrangement (4) $ 0.1 $ — $ — $ 0.1 December 31, 2015 Assets: Cash equivalents $ 10.0 $ — $ — $ 10.0 ______________ (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 "Other liabilities" on the Combined Balance Sheet. |
Inventories, net (Tables)
Inventories, net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories, net are comprised of: In millions March 31, 2016 December 31, 2015 Raw materials $ 46.9 $ 41.0 Production materials, stores and supplies 11.6 11.3 Finished and in-process goods 134.8 118.6 Inventories valued at current costs 193.3 170.9 Less: Excess of cost over LIFO cost (21.8 ) (19.9 ) Inventories, net $ 171.5 $ 151.0 |
Property, plant and equipment29
Property, plant and equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment, net consist of the following: In millions March 31, 2016 December 31, 2015 Machinery and equipment $ 671.2 $ 658.0 Buildings and leasehold equipment 65.8 64.4 Land and land improvements 17.8 17.6 Construction in progress 139.9 142.5 Total cost 894.7 882.5 Less: accumulated depreciation (453.5 ) (445.0 ) Property, plant and equipment, net $ 441.2 $ 437.5 |
Goodwill and other intangible30
Goodwill and other intangible assets, net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill by operating segment are as follows: Operating Segments In millions Performance Chemicals Performance Materials Total December 31, 2015 $ 7.6 $ 4.3 $ 11.9 Foreign currency translation 0.3 — 0.3 March 31, 2016 $ 7.9 $ 4.3 $ 12.2 |
Schedule of Finite-Lived Intangible Assets | All of the Company's other intangible assets, net are related to the Performance Chemicals operating segment. The following table summarizes intangible assets: March 31, 2016 December 31, 2015 In millions Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Brands (1) $ 13.8 $ 10.8 $ 3.0 $ 13.7 $ 10.6 $ 3.1 Customer contracts and relationships 28.2 22.0 6.2 28.2 21.4 6.8 Other 2.1 2.0 0.1 0.6 0.5 0.1 Other intangibles, net $ 44.1 $ 34.8 $ 9.3 $ 42.5 $ 32.5 $ 10.0 _______________ (1) Represents trademarks, trade names and know-how. |
Net parent investments (Tables)
Net parent investments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Net parent investment | The changes in Net parent investment are as follows: In millions Net Parent Investment Accumulated other comprehensive income (loss) Noncontrolling interests Total Balance at December 31, 2015 $ 533.5 $ (16.5 ) $ 4.7 $ 521.7 Net income 8.2 — 1.6 9.8 Other comprehensive income, net of tax — (0.7 ) — (0.7 ) Noncontrolling interest distributions — — (0.9 ) (0.9 ) Transactions with parent 3.8 — — 3.8 Balance at March 31, 2016 $ 545.5 $ (17.2 ) $ 5.4 $ 533.7 |
Allocated costs and related-p32
Allocated costs and related-party transactions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Combined Statements of Operations include allocations from WestRock as summarized below: Three Months Ended March 31, In millions 2016 2015 Cost of sales $ 4.3 $ 2.8 Selling, general and administrative expenses 4.3 4.5 Interest expense, net 3.8 2.5 Total allocated cost (1) $ 12.4 $ 9.8 _______________ (1) Allocated costs represent costs necessary to support the Company's operations which include governance and corporate functions such as information technology, accounting, human resources, accounts payable and other direct services including the interest on WestRock debt incurred to provide such services. |
Other (income) expense, net (Ta
Other (income) expense, net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Interest and Other Income | Components of other (income) expense, net are as follows: Three Months Ended March 31, In millions 2016 2015 Foreign currency exchange (income) loss $ (3.7 ) $ 0.9 Royalty and sundry (income) loss (1) (0.1 ) (1.7 ) Restructuring and other (income) charges, net (2) 4.6 (0.3 ) Other (income) expense, net $ 0.8 $ (1.1 ) _______________ (1) Primarily represents royalty income for technology licensing. (2) See below for more information regarding the Company's restructuring and other (income) charges, net. |
Restructuring and Related Costs | Below provides detail of the restructuring and other (income) charges, net incurred. Three Months Ended March 31, In millions 2016 2015 Restructuring and other (income) charges, net Gain on sale of assets and businesses $ — $ (0.3 ) Severance and other employee-related costs 4.5 — Asset write-downs 0.1 — Total restructuring and other (income) charges, net $ 4.6 $ (0.3 ) The following table shows a roll forward of restructuring reserves that will result in cash spending. Balance at Change in Cash Balance at In millions 12/31/2015 (1) Reserve Payments Other (2) 3/31/2016 (1) Severance and other employee-related costs $ — 4.5 (1.8 ) — $ 2.7 _______________ (1) Included in "Accrued Expenses" on the Combined Balance Sheet. (2) Primarily foreign currency translation adjustments. |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | For the three months ended March 31, 2016 and 2015 , the effective tax rates, including discrete items, were as follows: Three Months Ended March 31, 2016 2015 Effective tax rate 50.5 % 33.5 % The below chart provides reconciliation between our reported effective tax rates and the EAETR. Three Months Ended March 31, 2016 Three Months Ended in millions, except percentages Before Tax Tax Effective Tax Rate % Impact Before Tax Tax Effective Tax Rate % Impact Combined operations 19.8 10.0 50.5 % 36.4 12.2 33.5 % Discrete items: Separation costs (1) 6.4 1.0 1.5 0.3 Results of legal entities with full valuation allowances (2) 5.6 — 1.1 — Other tax only discrete items — (0.1 ) — 0.3 Total discrete items 12.0 0.9 2.6 0.6 Combined operations, before discrete items 31.8 10.9 39.0 12.8 EAETR (3) 34.3 % 32.8 % _______________ (1) Separation costs are primarily taxed at domestic tax rates resulting in a material tax benefit, see Note 12 for more information on the costs incurred. (2) In accordance with GAAP, legal entities within the combined results of Ingevity with full valuation allowances are treated discretely for income tax purposes. (3) The increase in the EAETR for the three months ended March 31, 2016 as compared to March 31, 2015 is primarily due to income mix between domestic and foreign subsidiaries. |
Segment information (Tables)
Segment information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Three Months Ended March 31, In millions 2016 2015 Net sales Performance Chemicals $ 133.1 $ 175.0 Performance Materials 70.8 64.2 Total net sales $ 203.9 $ 239.2 Segment operating profit (1) Performance Chemicals 8.6 19.1 Performance Materials 27.6 22.6 Total segment operating profit 36.2 41.7 Separation costs (2) (6.4 ) (1.5 ) Restructuring and other income (charges) (3) (4.6 ) 0.3 Interest expense, net (5.4 ) (4.1 ) Provision for income taxes (10.0 ) (12.2 ) Net income attributable to noncontrolling interests (1.6 ) (1.2 ) Net income attributable to Ingevity Corporation $ 8.2 $ 23.0 _______________ (1) Segment operating profit is defined as segment revenue less segment operating expenses (segment operating expenses consist of costs of sales, selling, general and administrative expenses and other (income) expense, net). We have excluded the following items from segment operating profit: interest expense associated with corporate debt facilities, income taxes, gains (or losses) on divestitures of businesses, restructuring and other (income) charges and separation costs. (2) See Note 12 for more information on separation costs. (3) For the three months ended March 31, 2016 the charges related to Performance Chemicals: $3.8 million and Performance Materials: $0.8 million . For the three months ended March 31, 2015 the income related to Performance Materials: $0.3 million . |
Earnings per share (Tables)
Earnings per share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Three Months Ended March 31, In millions (except share and per share data) 2016 2015 Net income attributable to Ingevity Corporation $ 8.2 $ 23.0 Per share data Basic and diluted earnings per share $ 0.19 $ 0.55 Weighted average number of shares outstanding - Basic and Diluted 42,101,604 42,101,604 |
Background - Narratives (Detail
Background - Narratives (Details) | 3 Months Ended | |
Mar. 31, 2016unitsegment | May. 15, 2016$ / shares | |
Business Combination, Consideration Transferred | ||
Activated carbon units, count | unit | 750,000,000 | |
Number of reportable segments | segment | 2 | |
Subsequent Event | ||
Business Combination, Consideration Transferred | ||
Common stock, par value (usd per share) | $ 0.01 | |
Share conversion rate | 0.167 | |
WestRock, Rock-Tenn and MWV | Subsequent Event | ||
Business Combination, Consideration Transferred | ||
Common stock, par value (usd per share) | $ 0.01 |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Cost of goods sold | |
Quantifying Misstatement in Current Year Financial Statements | |
Adjustments to current year disclosures | $ 3.3 |
Reduction of Gross profit | |
Quantifying Misstatement in Current Year Financial Statements | |
Adjustments to current year disclosures | (3.3) |
Net Income | |
Quantifying Misstatement in Current Year Financial Statements | |
Adjustments to current year disclosures | $ (2.1) |
Fair value measurements (Narrat
Fair value measurements (Narratives) (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Financial Liabilities | ||
Liabilities fair value | $ 0 | |
Significant transfers | $ 0 | |
Reported Value | ||
Financial Liabilities | ||
Capital lease obligations | 80,000,000 | |
Estimate of Fair Value | ||
Financial Liabilities | ||
Capital lease obligations | $ 89,500,000 |
Fair value measurements - Fair
Fair value measurements - Fair Value Measured on Recurring Basis (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Liabilities: | ||
Deferred compensation arrangement | $ 0.1 | |
Assets: | ||
Assets: | ||
Cash equivalents | 10 | $ 10 |
Assets: | Level 1 | ||
Assets: | ||
Cash equivalents | 10 | $ 10 |
Liabilities: | ||
Deferred compensation arrangement | $ 0.1 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory, Net | ||
Raw materials | $ 46.9 | $ 41 |
Production materials, stores and supplies | 11.6 | 11.3 |
Finished and in-process goods | 134.8 | 118.6 |
Inventories valued at current costs | 193.3 | 170.9 |
Less: Excess of cost over LIFO cost | (21.8) | (19.9) |
Inventories, net | $ 171.5 | $ 151 |
Property, plant and equipment42
Property, plant and equipment, net (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment | ||
Total cost | $ 894.7 | $ 882.5 |
Less: accumulated depreciation | (453.5) | (445) |
Property, plant and equipment, net | 441.2 | 437.5 |
Machinery and equipment | ||
Property, Plant and Equipment | ||
Total cost | 671.2 | 658 |
Buildings and leasehold equipment | ||
Property, Plant and Equipment | ||
Total cost | 65.8 | 64.4 |
Land and land improvements | ||
Property, Plant and Equipment | ||
Total cost | 17.8 | 17.6 |
Construction in progress | ||
Property, Plant and Equipment | ||
Total cost | $ 139.9 | $ 142.5 |
Goodwill and other intangible43
Goodwill and other intangible assets, net - Goodwill Rollforward (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill | |
Goodwill, beginning balance | $ 11.9 |
Foreign currency translation | 0.3 |
Goodwill, ending balance | 12.2 |
Operating Segments | Performance Chemicals | |
Goodwill | |
Goodwill, beginning balance | 7.6 |
Foreign currency translation | 0.3 |
Goodwill, ending balance | 7.9 |
Operating Segments | Performance Materials | |
Goodwill | |
Goodwill, beginning balance | 4.3 |
Foreign currency translation | 0 |
Goodwill, ending balance | $ 4.3 |
Goodwill and other intangible44
Goodwill and other intangible assets, net - Intangible assets (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets, Net | ||
Net | $ 9.3 | $ 10 |
Performance Chemicals | ||
Finite-Lived Intangible Assets, Net | ||
Gross carrying amount | 44.1 | 42.5 |
Accumulated amortization | 34.8 | 32.5 |
Net | 9.3 | 10 |
Brands | Performance Chemicals | ||
Finite-Lived Intangible Assets, Net | ||
Gross carrying amount | 13.8 | 13.7 |
Accumulated amortization | 10.8 | 10.6 |
Net | 3 | 3.1 |
Customer contracts and relationships | Performance Chemicals | ||
Finite-Lived Intangible Assets, Net | ||
Gross carrying amount | 28.2 | 28.2 |
Accumulated amortization | 22 | 21.4 |
Net | 6.2 | 6.8 |
Other | Performance Chemicals | ||
Finite-Lived Intangible Assets, Net | ||
Gross carrying amount | 2.1 | 0.6 |
Accumulated amortization | 2 | 0.5 |
Net | $ 0.1 | $ 0.1 |
Goodwill and other intangible45
Goodwill and other intangible assets, net - Estimated Amortization (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 1.5 | $ 1.7 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | ||
2,016 | 2.7 | |
2,017 | 2.5 | |
2,018 | 1.8 | |
2,019 | 1.6 | |
2,020 | $ 0.7 |
Debt (Details)
Debt (Details) | May. 13, 2016USD ($) | May. 09, 2016USD ($) | Mar. 07, 2016USD ($) | Mar. 31, 2016 | Mar. 07, 2016EUR (€) | Mar. 07, 2016USD ($) |
Subsequent Event | ||||||
Line of Credit Facility | ||||||
Restricted cash and cash equivalents | $ 68,900,000 | |||||
Capital lease obligations | 80,000,000 | |||||
Affiliated Entity | Subsequent Event | ||||||
Line of Credit Facility | ||||||
Payments of distributions to affiliates | 448,500,000 | |||||
Line of Credit | Facilities | ||||||
Line of Credit Facility | ||||||
Deferred finance cost | $ 3,600,000 | |||||
Line of Credit | Facilities | Maximum | ||||||
Line of Credit Facility | ||||||
Unused capacity fee (percentage) | 0.30% | |||||
Line of Credit | Revolving Credit Facility | ||||||
Line of Credit Facility | ||||||
Line of credit maximum borrowing amount | $ 400,000,000 | |||||
Line of Credit | Revolving Credit Facility | Subsequent Event | ||||||
Line of Credit Facility | ||||||
Proceeds from lines of credit | $ 200,000,000 | |||||
Line of Credit | Sub-facility | ||||||
Line of Credit Facility | ||||||
Line of credit maximum borrowing amount | € | € 100,000,000 | |||||
Line of Credit | Sub limit | ||||||
Line of Credit Facility | ||||||
Line of credit maximum borrowing amount | 75,000,000 | |||||
Line of Credit | Swing line | ||||||
Line of Credit Facility | ||||||
Line of credit maximum borrowing amount | 40,000,000 | |||||
Senior Notes | Facilities | ||||||
Line of Credit Facility | ||||||
Debt instrument, face amount | $ 300,000,000 | |||||
Potential leverage ratio | 4.25 | |||||
Senior Notes | Facilities | Minimum | ||||||
Line of Credit Facility | ||||||
Unused capacity fee (percentage) | 0.15% | |||||
Leverage ratio | 3 | |||||
Senior Notes | Facilities | Minimum | LIBOR | ||||||
Line of Credit Facility | ||||||
Debt instrument, basis spread on variable rate | 1.25% | |||||
Senior Notes | Facilities | Minimum | Base Rate | ||||||
Line of Credit Facility | ||||||
Debt instrument, basis spread on variable rate | 0.25% | |||||
Senior Notes | Facilities | Maximum | ||||||
Line of Credit Facility | ||||||
Leverage ratio | 3.75 | |||||
Senior Notes | Facilities | Maximum | LIBOR | ||||||
Line of Credit Facility | ||||||
Debt instrument, basis spread on variable rate | 2.00% | |||||
Senior Notes | Facilities | Maximum | Base Rate | ||||||
Line of Credit Facility | ||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||
Senior Notes | Facilities | Year 1 | ||||||
Line of Credit Facility | ||||||
Term facility amortization rate | 0.00% | |||||
Senior Notes | Facilities | Years 2-3 | ||||||
Line of Credit Facility | ||||||
Term facility amortization rate | 5.00% | |||||
Senior Notes | Facilities | Years 4-5 | ||||||
Line of Credit Facility | ||||||
Term facility amortization rate | 10.00% | |||||
Senior Notes | Term Loan Facility | Subsequent Event | ||||||
Line of Credit Facility | ||||||
Proceeds from Issuance of Senior Long-term Debt | $ 300,000,000 |
Net parent investment (Details)
Net parent investment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Increase (Decrease) in Stockholders' Equity | ||
Beginning balance | $ 521.7 | |
Net income | 9.8 | $ 24.2 |
Other comprehensive income, net of tax | (0.7) | $ (5) |
Noncontrolling interest distributions | (0.9) | |
Transactions with parent | 3.8 | |
Ending balance | 533.7 | |
Net Parent Investment | ||
Increase (Decrease) in Stockholders' Equity | ||
Beginning balance | 533.5 | |
Net income | 8.2 | |
Transactions with parent | 3.8 | |
Ending balance | 545.5 | |
Accumulated other comprehensive income (loss) | ||
Increase (Decrease) in Stockholders' Equity | ||
Beginning balance | (16.5) | |
Other comprehensive income, net of tax | (0.7) | |
Ending balance | (17.2) | |
Noncontrolling interests | ||
Increase (Decrease) in Stockholders' Equity | ||
Beginning balance | 4.7 | |
Net income | 1.6 | |
Noncontrolling interest distributions | (0.9) | |
Ending balance | $ 5.4 |
Allocated costs and related-p48
Allocated costs and related-party transactions (Details) - Affiliated Entity - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating Income (Loss) | ||
Costs and Expenses | $ 12.4 | $ 9.8 |
Cost of sales | ||
Operating Income (Loss) | ||
Costs and Expenses | 4.3 | 2.8 |
Selling, general and administrative expenses | ||
Operating Income (Loss) | ||
Costs and Expenses | 4.3 | 4.5 |
Interest expense, net | ||
Operating Income (Loss) | ||
Costs and Expenses | $ 3.8 | $ 2.5 |
Allocated costs and related-p49
Allocated costs and related-party transactions (Narratives) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Affiliated Entity | Purchase of Raw Material | ||
Related Party Transaction | ||
Purchases from related party | $ 12.6 | $ 5.2 |
Pension and post-retirement b50
Pension and post-retirement benefits (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Postemployment Benefits [Abstract] | ||
Pension costs | $ 2.1 | $ 2.1 |
Business separation (Details)
Business separation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Other Income and Expenses [Abstract] | ||
Separation costs | $ 6.4 | $ 1.5 |
Other (income) expense, net - C
Other (income) expense, net - Components (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Other Nonoperating (Income) Expense | ||
Foreign currency exchange (income) loss | $ (3.7) | $ 0.9 |
Royalty and sundry income | (0.1) | (1.7) |
Restructuring and other (income) charges, net | 4.6 | (0.3) |
Other Nonoperating Income (Expense) | $ 0.8 | $ (1.1) |
Other (income) expense, net - R
Other (income) expense, net - Restructuring (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Restructuring Charges | ||
Restructuring and other (income) charges, net | $ 0 | $ (0.3) |
Severance and other employee-related costs | 4.5 | 0 |
Asset write-downs | 0.1 | 0 |
Total restructuring and other (income) charges, net | $ 4.6 | $ (0.3) |
Other (income) expense, net - N
Other (income) expense, net - Narratives (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2016USD ($)event | Mar. 31, 2015USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||
Number of restructuring events | event | 2 | |
Severance costs | $ 4.5 | $ 0 |
Duque De Caxias, Rio de Janeiro, Brazil, Performance Chemicals | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||
Asset impairment | 0.1 | |
Severance costs | 1.8 | |
Employee related severance cost | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||
Severance costs | 2.7 | |
Employee related severance cost | Performance Chemicals | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||
Severance costs | 1.9 | |
Employee related severance cost | Performance Materials | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||
Severance costs | $ 0.8 |
Other (income) expense, net -55
Other (income) expense, net - Restructuring Rollforward (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Restructuring Reserve | |
Restructuring reserve, beginning balance | $ 0 |
Change in reserve | 4.5 |
Cash payments | (1.8) |
Other | 0 |
Restructuring reserve, ending balance | $ 2.7 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Percent | ||
Effective tax rate | 50.50% | 33.50% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Before Tax | ||
Income before income taxes | $ 19.8 | $ 36.4 |
Separation costs | 6.4 | 1.5 |
Results of legal entities with full valuation allowances | 5.6 | 1.1 |
Total discrete items | 12 | 2.6 |
Combined operations, before discrete items | 31.8 | 39 |
Tax | ||
Income Tax Expense (Benefit) | 10 | 12.2 |
Separation costs, tax | 1 | 0.3 |
Other tax only discrete items | (0.1) | 0.3 |
Total discrete items, tax | 0.9 | 0.6 |
Combined operations, before discrete items, tax | $ 10.9 | $ 12.8 |
Effective tax rate | 50.50% | 33.50% |
EAETR | 34.30% | 32.80% |
Segment information (Details)
Segment information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information, Profit (Loss) | ||
Net sales | $ 203.9 | $ 239.2 |
Segment operating profits | 36.2 | 41.7 |
Separation costs | (6.4) | (1.5) |
Restructuring and other income (charges) | (4.6) | 0.3 |
Interest expense, net | (5.4) | (4.1) |
Provision for income taxes | (10) | (12.2) |
Less: Net income (loss) attributable to noncontrolling interests, net of taxes | (1.6) | (1.2) |
Net income attributable to Ingevity Corporation | 8.2 | 23 |
Operating Segments | Performance Chemicals | ||
Segment Reporting Information, Profit (Loss) | ||
Net sales | 133.1 | 175 |
Segment operating profits | 8.6 | 19.1 |
Restructuring and other income (charges) | (3.8) | |
Operating Segments | Performance Materials | ||
Segment Reporting Information, Profit (Loss) | ||
Net sales | 70.8 | 64.2 |
Segment operating profits | 27.6 | 22.6 |
Restructuring and other income (charges) | $ (0.8) | $ 0.3 |
Segment information - Narrative
Segment information - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information, Profit (Loss) | ||
Restructuring and other (income) charges, net | $ 4.6 | $ (0.3) |
Operating Segments | Performance Chemicals | ||
Segment Reporting Information, Profit (Loss) | ||
Restructuring and other (income) charges, net | 3.8 | |
Operating Segments | Performance Materials | ||
Segment Reporting Information, Profit (Loss) | ||
Restructuring and other (income) charges, net | $ 0.8 | $ (0.3) |
Earnings per share - Narratives
Earnings per share - Narratives (Details) | May. 15, 2016shares |
Subsequent Event | Affiliated Entity | |
Earnings Per Share | |
Shares issued (in shares) | 42,101,604 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share Reconciliation | ||
Net income attributable to the Company | $ 8.2 | $ 23 |
Per share data | ||
Basic earnings per share (usd per share) | $ 0.19 | $ 0.55 |
Diluted earnings per share (usd per share) | $ 0.20 | $ 0.55 |
Weighted average number of shares outstanding - Basic (shares) | 42,101,604 | |
Weighted average number of shares outstanding - Diluted (shares) | 42,000,000 | 42,000,000 |