Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 02, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
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 | 42,140,146 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Income Statement [Abstract] | |||||
Net sales | $ 260.3 | $ 245.4 | $ 478.8 | $ 445 | |
Cost of sales | 170.5 | 170.7 | 318.3 | 307.3 | |
Gross profit | 89.8 | 74.7 | 160.5 | 137.7 | |
Selling, general and administrative expenses | 26.3 | 22.8 | 52.3 | 45.6 | |
Research and technical expenses | 4.7 | 4.6 | 9.8 | 9.3 | |
Separation costs | 0.2 | 4.7 | 0.5 | 11.1 | |
Restructuring and other (income) charges, net | 1.1 | 1 | 3.4 | 5.6 | |
Other (income) expense, net | 1.7 | (1.9) | 1.4 | (5.7) | |
Interest expense, net | 2.8 | 5 | 6.1 | 10.4 | |
Income before income taxes | 53 | 38.5 | 87 | 61.4 | |
Provision for income taxes | 17.2 | 12.6 | 28.2 | 23.8 | |
Net income (loss) | 35.8 | 25.9 | 58.8 | 37.6 | |
Less: Net income (loss) attributable to noncontrolling interest | 3.7 | 1.8 | 7.7 | 4.3 | |
Net income (loss) attributable to Ingevity stockholders | $ 32.1 | $ 24.1 | $ 51.1 | $ 33.3 | |
Per share data | |||||
Basic earnings per share attributable to Ingevity Corporation (usd per share) | [1] | $ 0.76 | $ 0.57 | $ 1.21 | $ 0.79 |
Diluted earnings per share attributable to Ingevity Corporation (usd per share) | [1] | $ 0.76 | $ 0.57 | $ 1.21 | $ 0.79 |
[1] | On May 15, 2016, WestRock distributed 42,102 thousand shares of Ingevity's common stock to holders of its common stock. Basic and diluted earnings (loss) per share for the three and six months ended June 30, 2016 is calculated using the weighted average number of common shares outstanding for the period beginning after the Distribution Date. Basic and diluted earnings (loss) per share for the three and six months ended June 30, 2017 is calculated using the weighted average number of common shares outstanding for the period. |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) | May 15, 2016shares |
Affiliated Entity | |
Shares issued (in shares) | 42,102,000 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income (loss) | $ 35.8 | $ 25.9 | $ 58.8 | $ 37.6 | |
Other comprehensive income (loss), net of tax: | |||||
Foreign currency translation adjustment | [1] | 1.9 | 4.1 | 3.8 | 3 |
Derivative instruments: | |||||
Reclassifications of deferred derivative instruments (gain) loss, included in net income | [2] | 0 | 0.6 | 0 | 1 |
Net derivative instruments | 0 | 0.6 | 0 | 1 | |
Other comprehensive income (loss), net of tax | 1.9 | 4.7 | 3.8 | 4 | |
Comprehensive income (loss) | 37.7 | 30.6 | 62.6 | 41.6 | |
Less: Comprehensive income (loss) attributable to noncontrolling interest | 3.7 | 1.8 | 7.7 | 4.3 | |
Comprehensive income (loss) attributable to Ingevity stockholders | $ 34 | $ 28.8 | $ 54.9 | $ 37.3 | |
[1] | ncome 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 Consolidated Statements of Operations. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Assets | ||
Cash and cash equivalents | $ 40.6 | $ 30.5 |
Accounts receivable, net of allowance of $0.4 million in 2017 and $0.3 million in 2016 | 113.1 | 89.8 |
Inventories, net | 154.6 | 151.2 |
Prepaid and other current assets | 24 | 23.7 |
Current assets | 332.3 | 295.2 |
Property, plant and equipment, net | 424.1 | 422.8 |
Goodwill | 12.4 | 12.4 |
Other intangibles, net | 6.1 | 7.3 |
Deferred income taxes | 3.8 | 3.4 |
Restricted investment | 70.4 | 69.7 |
Other assets | 25 | 22 |
Total Assets | 874.1 | 832.8 |
Liabilities and equity | ||
Accounts payable | 75.9 | 79.2 |
Accrued expenses | 18.5 | 19.3 |
Accrued payroll and employee benefits | 23.6 | 25.6 |
Current maturities of long-term debt | 15 | 7.5 |
Income taxes payable | 0.5 | 5.3 |
Current liabilities | 133.5 | 136.9 |
Long-term debt including capital lease obligations | 463.5 | 481.3 |
Deferred income taxes | 69.6 | 69.8 |
Other liabilities | 11.4 | 10.2 |
Total Liabilities | 678 | 698.2 |
Commitments and contingencies (Note 16) | ||
Equity | ||
Preferred stock (par value $0.01 per share; 50,000,000 shares authorized; zero issued and outstanding at June 30, 2017 and December 31, 2016) | 0 | 0 |
Common stock (par value $0.01 per share; 300,000,000 shares authorized; 42,177,357 and 42,116,430 issued; 42,148,524 and 42,115,824 outstanding at June 30, 2017 and December 31, 2016) | 0.4 | 0.4 |
Additional paid-in capital | 134.8 | 129.9 |
Retained earnings | 67.1 | 16 |
Accumulated other comprehensive loss | (15.2) | (19) |
Treasury stock, common stock, at cost (28,833 shares at 2017; 606 shares at 2016) | (1.5) | (0.3) |
Total Ingevity stockholders' equity | 185.6 | 127 |
Noncontrolling interest | 10.5 | 7.6 |
Total Equity | 196.1 | 134.6 |
Total Liabilities and equity | $ 874.1 | $ 832.8 |
Condensed Consolidated Balance6
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 0.4 | $ 0.3 |
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (shares) | 42,177,357 | 42,116,430 |
Common stock shares outstanding (shares) | 42,148,524 | 42,115,824 |
Treasury shares (in shares) | 28,833 | 606 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | ||
Cash provided by (used in) operating activities: | |||
Net income (loss) | $ 58.8 | $ 37.6 | |
Adjustments to reconcile net income to cash provided by operating activities: | |||
Depreciation and amortization | 20.4 | 18.3 | |
Deferred income taxes | (0.6) | (9.5) | |
Disposal/impairment of assets | 0.4 | 0 | |
Restructuring and other (income) charges, net | 3.4 | 5.6 | |
Share-based compensation | 4.9 | 0.8 | |
Pension and other postretirement benefit costs | 0.6 | 0 | |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (22.9) | (16.2) | |
Inventories, net | (2.4) | (9.1) | |
Prepaid and other current assets | 2.3 | (4.1) | |
Accounts payable | (2.2) | 9.1 | |
Accrued expenses | 0.2 | (2.4) | |
Accrued payroll and employee benefit costs | (2.1) | 4 | |
Income taxes payable | (4.8) | 6.7 | |
Restructuring and other spending | (5) | (3.6) | |
Changes in other operating assets and liabilities, net | 1.7 | (1) | |
Net cash provided by (used in) operating activities | 52.7 | 36.2 | |
Cash provided by (used in) investing activities: | |||
Capital expenditures | (21.8) | (22.2) | |
Restricted investment | (0.7) | (69.1) | |
Net investment in equity securities | (2) | 0 | |
Other investing activities, net | (3) | 0 | |
Net cash provided by (used in) investing activities | (27.5) | (91.3) | |
Cash provided by (used in) financing activities: | |||
Net borrowings under our revolving credit facility | (9.1) | 190 | |
Proceeds from long-term borrowings | 0 | 300 | |
Debt issuance costs | 0 | (3.5) | |
Borrowings (repayments) of notes payable and other short-term borrowings, net | 0 | (9.4) | |
Taxes withheld for employee equity award vesting | (0.5) | 0 | |
Treasury share repurchases | (0.7) | 0 | |
Noncontrolling interest distributions | (4.8) | (1.7) | |
Cash distributed to WestRock at Separation | 0 | (448.5) | |
Transactions with WestRock, net | 0 | 51.9 | |
Net cash provided by (used in) financing activities | (15.1) | 78.8 | |
Increase (decrease) in cash, cash equivalents and restricted cash | 10.1 | 23.7 | |
Effect of exchange rate changes on cash | 0.5 | 0 | |
Cash and cash equivalents | |||
Change in cash, cash equivalents and restricted cash | 10.6 | 23.7 | |
Cash, cash equivalents and restricted cash at beginning of period | 30.5 | 32 | |
Cash, cash equivalents and restricted cash at end of period | [1] | 41.1 | 55.7 |
Supplemental cash flow information: | |||
Cash paid for interest | 7.9 | 4.7 | |
Cash paid for taxes | 33.8 | 2.2 | |
Purchases of property, plant and equipment in accounts payable | $ 2.3 | $ 1.7 | |
[1] | Includes restricted cash of $0.5 million and zero and cash and cash equivalents of $40.6 million and $55.7 million as of June 30, 2017 and 2016, respectively. The balance in 2017 is associated with foreign government grants to be used for specific capital projects as governed by the grant provisions. Restricted cash is included within "Prepaid and Other Current Assets" within the Consolidated Balance Sheets. |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Cash Flows [Abstract] | ||
Restricted cash and cash equivalents | $ 500,000 | $ 0 |
Cash and cash equivalents | $ 40,600,000 | $ 30,500,000 |
Background
Background | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background | Background Ingevity Corporation ("Ingevity," "we," "us" or "our") is a leading global manufacturer of specialty chemicals and high performance activated 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 Materials and Performance Chemicals. The Performance Materials segment primarily produces automotive activated carbon products used in gasoline vapor emission control systems in cars, trucks, motorcycles and boats. The carbon products capture and store gasoline vapor emissions that would otherwise be released into the atmosphere as volatile organic compounds 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. 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. Separation and Distribution On May 15, 2016 (the "Distribution Date"), we completed the previously announced separation of Ingevity from WestRock Company (“WestRock”) (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 record of WestRock common stock (par value $0.01 ) as of the close of business on May 4, 2016 (the "Record Date"). 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 Consolidation and Pres
Basis of Consolidation and Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Consolidation and Presentation | Basis of Consolidation and Presentation Ingevity did not operate as a separate, stand-alone entity for the full three and six month periods ended June 30, 2016. Our Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2016 as well as our Statements of Cash Flows for the six months ended June 30, 2016 have been prepared on a “carve out” basis for the periods and dates prior to the Separation on May 15, 2016. Prior to the Separation, Ingevity's operations were included in WestRock's financial results and were comprised of certain WestRock wholly owned legal entities for which Ingevity was the sole business and components of legal entities in which Ingevity operated in conjunction with other WestRock businesses. For periods prior to May 15, 2016, the accompanying Condensed Consolidated Financial Statements were prepared from WestRock's historical accounting records and are presented on a stand-alone basis as if Ingevity's business operations had been conducted independently from WestRock. The Condensed Consolidated Financial Statements include the historical operations, assets and liabilities of the legal entities that comprised the Ingevity business. In all periods presented within these Condensed Consolidated Financial Statements, all intercompany accounts and transactions have been eliminated. The Condensed Consolidated Financial Statements include the accounts of Ingevity and subsidiaries in which a controlling interest is maintained. If Ingevity's ownership is less than 100 percent, the outside stockholders' interests are shown as noncontrolling interests. In all periods presented, the noncontrolling interest reported within the Condensed Consolidated Financial Statements represents the 30 percent ownership interest held by a third party U.S.-based company in our consolidated Purification Cellutions LLC legal entity. Purification Cellutions LLC is the legal entity that owns the technology associated with, and manufactures, our structured honeycomb products within our Performance Materials segment. These Condensed Consolidated 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 Condensed Consolidated 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 Annual Consolidated Financial Statements for the years ended December 31, 2016 , 2015 and 2014 , collectively referred to as the “Annual Consolidated Financial Statements” included in our Annual Report on Form 10-K for the year ended December 31, 2016 (the "2016 Annual Report"). Certain information and footnote disclosures normally included in our Annual Consolidated Financial Statements presented in accordance with GAAP have been condensed or omitted. The consolidated results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with the Annual Consolidated Financial Statements and notes thereto included in the 2016 Annual Report. Certain prior year amounts have been reclassified to conform with the current year's presentation. |
Correction to previously issued
Correction to previously issued financial statements | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Correction to previously issued financial statements | Correction to previously issued financial statements During 2016, we identified various errors related to our previously issued annual and interim Consolidated Financial Statements. Specifically, in the first quarter of 2016, we determined that $3.3 million of cumulative intercompany profit in inventory had not been eliminated in prior years. During the fourth quarter of 2016, we also identified errors related to the understatement of accruals for services rendered in prior years, as well as errors related to the timing for which revenue has been previously recognized. A cash flow reclassification error decreased 2014 cash flow from operating activities and increased cash flow from investing activities by $6.0 million and was also corrected as part of this revision. The cumulative impact of the errors identified in 2016 had resulted in the overstatement of pre-tax and net income of $1.6 million and $1.0 million in 2015 and $0.9 million and $0.6 million in 2014, and a cumulative impact to net parent investment of $2.5 million as of January 1, 2014. In addition, such errors resulted in the $9.4 million and $5.5 million overstatement of revenue in 2015 and 2014, respectively. Although Ingevity’s management has determined that the impact of such errors is immaterial to all previously issued financial statements, we revised the previously issued financial statements for the periods ended December 31, 2015 and 2014, as shown in our 2016 Annual Report, and those corrections are also reflected for the three and six months ended June 30, 2016 in the tables below. Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 In millions As reported Increase/(decrease) Revised As reported Increase/(decrease) Revised Statement of Operations Net sales $ 248.7 (3.3 ) $ 245.4 $ 452.6 (7.6 ) $ 445.0 Cost of sales 172.6 (1.9 ) 170.7 316.5 (9.2 ) 307.3 Gross profit 76.1 (1.4 ) 74.7 136.1 1.6 137.7 Selling, general and administrative costs 24.3 (1.5 ) 22.8 47.2 (1.6 ) 45.6 Income before income taxes 38.4 0.1 38.5 58.2 3.2 61.4 Provision for income taxes 12.6 — 12.6 22.6 1.2 23.8 Net income (loss) 25.8 0.1 25.9 35.6 2.0 37.6 Less: Net income (loss) attributable to noncontrolling interest 2.1 (0.3 ) 1.8 3.7 0.6 4.3 Net income (loss) attributable to Ingevity stockholders $ 23.7 0.4 $ 24.1 $ 31.9 1.4 $ 33.3 In millions Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Segment Information As reported Increase/(decrease) Revised As reported Increase/(decrease) Revised Net sales Performance Materials $ 74.5 (0.3 ) $ 74.2 $ 145.3 (1.0 ) $ 144.3 Performance Chemicals 174.2 (3.0 ) 171.2 307.3 (6.6 ) 300.7 Total net sales $ 248.7 (3.3 ) $ 245.4 $ 452.6 (7.6 ) $ 445.0 Segment operating profit Performance Materials $ 26.3 (0.1 ) $ 26.2 $ 53.9 3.0 $ 56.9 Performance Chemicals 22.8 0.2 23.0 31.4 0.2 31.6 Total segment operating profit $ 49.1 0.1 $ 49.2 $ 85.3 3.2 $ 88.5 In millions Six Months Ended June 30, 2016 Statement of Cash Flows As reported Increase/(decrease) Revised Net income (loss) $ 35.6 2.0 $ 37.6 Deferred income taxes (10.6 ) 1.1 (9.5 ) Accounts receivable, net (18.3 ) 2.1 (16.2 ) Inventories (4.0 ) (5.1 ) (9.1 ) Accrued expenses (1.9 ) (0.5 ) (2.4 ) Income taxes payable 6.5 0.2 6.7 Changes in all other operating assets and liabilities, net (0.7 ) (0.3 ) (1.0 ) Net cash provided by (used in) operating activities 36.7 (0.5 ) 36.2 Transactions with WestRock, net 51.4 0.5 51.9 Net cash provided by (used in) financing activities $ 78.3 0.5 $ 78.8 |
New accounting guidance
New accounting guidance | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
New accounting guidance | New accounting guidance In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09 "Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting", which provided clarity on which changes to the terms or conditions of share-based payment awards require an entity to apply the modification accounting provisions required in Topic 718. We have early adopted this new standard during our second quarter of 2017. The impact of adoption did not have a material effect on our Condensed Consolidated Financial Statements. In March 2017, the FASB issued ASU 2017-07 "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." The amendment in this new standard requires the service cost component to be presented separate from the other components of net benefit cost. Service cost will be presented with other employee compensation costs within operations. The other components of net benefit cost, such as interest cost, amortization of prior service cost, and gains or losses, are required to be separately presented outside of operations, if income or loss from operations is presented. Of the components of net periodic benefit cost, only the service cost component will be eligible for asset capitalization. We have early adopted this new standard during our first quarter of 2017 on a retrospective basis. The impact of adoption did not have a material effect on our Condensed Consolidated Financial Statements. In November 2016, the FASB issued new guidance on restricted cash in ASU 2016-18 "Statement of Cash Flows (Topic 230): Restricted Cash." The new guidance clarifies the guidance on the cash flow classification and presentation of changes in restricted cash or restricted cash equivalents. Amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flow. We have early adopted this new standard during our first quarter of 2017. The impact of adoption did not have a material effect on our Condensed Consolidated Financial Statements. In October 2016, the FASB issued new guidance on tax accounting for intra-entity transfers of assets in ASU 2016-16 "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory." The new guidance requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than when the asset is sold to an outside party. W e have early adopted this new standard during our first quarter of 2017. The impact of adoption did not have a material effect on our Condensed Consolidated Financial Statements. In February 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 years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of these provisions. 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. We expect 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. Since the issuance of ASU 2014-09, the FASB has issued several amendments which clarify certain points in the new Topic 606-Revenue from Contracts with Customers, including ASU 2016-08 ("Principal versus Agent Considerations - Reporting Revenue Gross versus Net"), ASU 2016-10 ("Identifying Performance Obligations and Licensing"), ASU 2016-11 ("Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting"), ASU 2016-12 ("Narrow Scope Improvements and Practical Expedients") and ASU 2016-20 ("Technical Corrections and Improvements to Topic 606.") We anticipate adopting all of these standards at the same time effective January 1, 2018. We have begun our initial assessment of the impact that ASU 2014-09 and subsequent amendments will have on our Consolidated Financial Statements and related disclosures. Based upon the results of our initial assessment thus far, we have tentatively decided to adopt this new standard under the modified retrospective approach which results in the recognition of the cumulative effect of initially applying the new standard as an adjustment to the opening balance of equity. We are still evaluating the impact to our financial statements and disclosures. All other issued but not yet effective accounting pronouncements are not expected to have a material impact on our Condensed Consolidated Financial Statements. |
Fair value measurements
Fair value measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements The following information is presented for assets and liabilities that are recorded in the Condensed Consolidated Balance Sheets at fair value measured on a recurring basis. There were no assets recorded at fair value measured on a recurring basis as of December 31, 2016. There were no transfers of assets and liabilities that are recorded at fair value between Level 1 and Level 2 during the period reported. There were no non-recurring fair value measurements in the Condensed Consolidated Balance Sheets as of June 30, 2017 or December 31, 2016 . In millions Level 1 (1) Level 2 (2) Level 3 (3) Total June 30, 2017 Assets: Equity investments (4) $ 2.2 $ — $ — $ 2.2 Liabilities: Deferred compensation arrangement (5) 1.5 — — 1.5 Separation-related Reimbursement Awards (6) 0.9 — — 0.9 Total liabilities $ 2.4 $ — $ — $ 2.4 December 31, 2016 Liabilities: Deferred compensation arrangement (5) $ 0.7 $ — $ — $ 0.7 Separation-related Reimbursement Awards (6) 2.1 — — 2.1 Total liabilities $ 2.8 $ — $ — $ 2.8 ______________ (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 "Other liabilities" on the Condensed Consolidated Balance Sheet. (6) Included within "Accrued expenses" on the Condensed Consolidated Balance Sheet. This amount represents an amount due to WestRock associated with WestRock equity awards held by Ingevity employees post Separation. In accordance with the Employee Matters Agreement between Ingevity and WestRock entered into in connection with the Separation, we are required to reimburse WestRock the fair market value of awards on the day Ingevity employees exercise their awards. The expense recognized during the three and six months ended June 30, 2017 was $0.1 million and $0.3 million , respectively. At June 30, 2017 , the book value of capital lease obligations was $80.0 million and the fair value was $90.3 million . The fair value of our capital lease obligations is based on the period-end quoted market prices for the obligations, using Level 1 inputs. The carrying amount of our long-term debt is $383.5 million as of June 30, 2017 . The carrying value is a reasonable estimate of the fair value of the outstanding debt based on the variable interest rate of the debt. At June 30, 2017 , the book value of our restricted investment was $70.4 million , and the fair value was $68.1 million , based on Level 1 inputs. The carrying value of our financial instruments: cash and cash equivalents, accounts receivable, other receivables, other payables and accrued liabilities approximate their fair values due to the short-term nature of these financial instruments. |
Inventories, net
Inventories, net | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net are comprised of: In millions June 30, 2017 December 31, 2016 Raw materials $ 41.4 $ 50.8 Production materials, stores and supplies 12.4 12.0 Finished and in-process goods 110.8 109.8 Subtotal 164.6 172.6 Less: excess of cost over LIFO cost (10.0 ) (21.4 ) Inventories, net $ 154.6 $ 151.2 |
Property, plant and equipment,
Property, plant and equipment, net | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 December 31, 2016 Machinery and equipment $ 774.2 $ 764.0 Buildings and leasehold equipment 113.2 111.2 Land and land improvements 18.0 17.9 Construction in progress 31.7 26.3 Total cost 937.1 919.4 Less: accumulated depreciation (513.0 ) (496.6 ) Property, plant and equipment, net $ 424.1 $ 422.8 |
Goodwill and other intangible a
Goodwill and other intangible assets, net | 6 Months Ended |
Jun. 30, 2017 | |
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, 2016 $ 8.1 $ 4.3 $ 12.4 Foreign currency translation — — — June 30, 2017 $ 8.1 $ 4.3 $ 12.4 June 30, 2017 . All of our other intangible assets, net are related to the Performance Chemicals operating segment. The following table summarizes intangible assets: June 30, 2017 December 31, 2016 In millions Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Brands (1) $ 13.9 $ 11.6 $ 2.3 $ 13.9 $ 11.3 $ 2.6 Customer contracts and relationships 28.2 24.4 3.8 28.2 23.5 4.7 Other intangibles, net $ 42.1 $ 36.0 $ 6.1 $ 42.1 $ 34.8 $ 7.3 _______________ (1) Represents trademarks, trade names and know-how. The amortization expense related to our intangible assets in the table above is shown in the table below. Amortization expense is included within Cost of sales and Selling, general and administrative expenses on the Condensed Consolidated Statements of Operations. Three Months Ended June 30, Six months ended June 30, In millions 2017 2016 2017 2016 Amortization expense $ 0.7 $ 0.8 $ 1.3 $ 1.6 Based on the current carrying values of intangible assets, estimated pre-tax amortization expense for the next five years is as follows: 2017 - $2.5 million , 2018 - $1.8 million , 2019 - $1.6 million , 2020 - $0.5 million and 2021 - $0.3 million . The estimated pre-tax amortization expense may fluctuate due to changes in foreign currency. |
Debt Including Capital Lease Ob
Debt Including Capital Lease Obligations | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt including capital lease obligations | Debt including capital lease obligations Debt maturing within one year consisted of the following: In millions June 30, 2017 December 31, 2016 Current maturities of long-term debt $ 15.0 $ 7.5 Long-term debt including capital lease obligations consisted of the following: June 30, 2017 In millions Interest rate Maturity date June 30, 2017 December 31, 2016 The Facilities: Revolving Credit Facility (1) 2.23% 2021 $ 101.2 $ 111.9 Term Loan Facility 2.59% 2021 300.0 300.0 Capital lease obligations 7.67% 2027 80.0 80.0 Total debt including capital lease obligations 481.2 491.9 Less: debt issuance costs (2.7 ) (3.1 ) Total debt including capital lease obligations, net of debt issuance costs 478.5 488.8 Less: debt maturing within one year 15.0 7.5 Long-term debt including capital lease obligations $ 463.5 $ 481.3 _______________ (1) Letters of credit outstanding under the revolving credit facility were $1.8 million and available funds under the facility was $297.0 million at June 30, 2017 . Financial Covenants The Facilities include financial covenants requiring Ingevity to maintain on a consolidated basis a maximum total leverage ratio (as defined in the credit agreement) of 3.75 to 1.00 and a minimum interest coverage ratio (as defined in the credit agreement) of 3.00 to 1.00. We were in compliance with all covenants at June 30, 2017 . |
Equity
Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Equity | Equity The changes in equity are as follows: Ingevity Stockholders' Common Stock In millions, except per share data Shares Amount Additional paid in capital Retained earnings Accumulated other comprehensive income (loss) Treasury stock Noncontrolling interest Total Balance at December 31, 2016 42.1 $ 0.4 $ 129.9 $ 16.0 $ (19.0 ) $ (0.3 ) $ 7.6 $ 134.6 Net income (loss) — — — 51.1 — — 7.7 58.8 Other comprehensive income (1) — — — — 3.8 — — 3.8 Common stock issued - compensation plans 0.1 — — — — (0.5 ) — (0.5 ) Noncontrolling interest distributions — — — — — — (4.8 ) (4.8 ) Stock-based compensation expense — — 4.9 — — — — 4.9 Repurchases of Common Stock — — — — — (0.7 ) — (0.7 ) Balance at June 30, 2017 42.2 $ 0.4 $ 134.8 $ 67.1 $ (15.2 ) $ (1.5 ) $ 10.5 $ 196.1 _______________ (1) See Condensed Consolidated Statements of Comprehensive Income (Loss) Noncontrolling interest The following table illustrates the noncontrolling interest activity for the periods presented: In millions Noncontrolling interest Balance at December 31, 2016 and 2015, respectively $ 7.6 $ 3.8 Net income (loss) attributable to noncontrolling interest 7.7 4.3 Noncontrolling interest distributions (4.8 ) (1.7 ) Balance at June 30, 2017 and 2016, respectively $ 10.5 $ 6.4 Share Repurchases On February 20, 2017, our Board of Directors authorized the repurchase of up to $100 million of our common stock. The repurchase program does not include a specific timetable or price targets and may be suspended or terminated at any time. Shares may be purchased through open market or privately negotiated transactions at the discretion of management based on its evaluation of prevailing market conditions and other factors. During the three months ended June 30, 2017 , we repurchased 12,400 shares of our common stock at a weighted average cost per share of $57.88 . At June 30, 2017 , $99.3 million remained unused under our Board-authorized repurchase program. We record shares of common stock repurchased at cost as treasury stock, resulting in a reduction of stockholders’ equity in the Condensed Consolidated Balance Sheets. When the treasury shares are contributed under our employee benefit plans or issued for option exercises, we use a first-in, first-out (“FIFO”) method for determining cost. The difference between the cost of the shares and the market price at the time of contribution to an employee benefit plan is added to or deducted from the related capital in excess of par value of common stock. |
Transactions with WestRock and
Transactions with WestRock and related-parties | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Transactions with WestRock and related-parties | Transactions with WestRock and related-parties For periods prior to May 15, 2016, these Condensed Consolidated 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. For periods prior to May 15, 2016, these Condensed Consolidated 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 Ingevity’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 Ingevity used other methods and criteria such as net sales which are believed to result in reasonable estimates of costs attributable to Ingevity. All such amounts have been assumed to have been immediately settled by Ingevity to WestRock in the period in which the costs were recorded in the Condensed Consolidated Financial Statements. Such amounts are included in Net cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows. We believe the related-party allocations for periods included in these Condensed Consolidated Financial Statements for periods prior to May 15, 2016 have been made on a reasonable basis. However, these Condensed Consolidated Financial Statements may not necessarily be indicative of the results of operations that would have been obtained if Ingevity had operated as a separate entity during the periods presented. Actual costs that may have been incurred if Ingevity 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 may include items of income and expense that are materially different from what is included in these Condensed Consolidated Statements of Operations for periods prior to May 15, 2016. Accordingly, the Condensed Consolidated Financial Statements for the periods presented are not necessarily indicative of Ingevity’s future results of operations, financial position and cash flows. The Condensed Consolidated Statements of Operations prior to May 15, 2016, include allocations from WestRock as summarized below: Three Months Ended June 30, Six Months Ended June 30, In millions 2017 2016 2017 2016 Cost of sales $ — $ 1.4 $ — $ 5.7 Selling, general and administrative expenses — 2.2 — 6.5 Interest expense, net — 3.4 — 7.2 Total allocated cost (1) $ — $ 7.0 $ — $ 19.4 _______________ (1) Allocated costs represent costs necessary to support Ingevity'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. Prior to the Separation on May 15, 2016, we purchased certain raw materials from WestRock that were included in cost of sales. Purchases for the three and six months ended June 30, 2016 were $7.5 million and $20.1 million , respectively. Subsequent to May 15, 2016, Ingevity was no longer a related-party of WestRock. Accordingly, beginning May 16, 2016, sales to WestRock businesses are reflected in net sales in our Condensed Consolidated Statement of Operations. Purchases of products from WestRock businesses are reflected as inventory in our Condensed Consolidated Balance Sheet and prior to payment reflected as accounts payable in our Condensed Consolidated Balance Sheet. Our ongoing relationship with WestRock is governed by the Separation Agreements, as discussed within Part I, Item 1 of our 2016 Annual Report, including the long-term supply agreement for crude tall oil ("CTO"). Under this agreement, based on WestRock’s current output, we will source approximately 45 percent to 55 percent of our CTO requirements for the maximum operating rates of our facilities. As further described in Note 1, the Separation Agreements govern the relationship between Ingevity and WestRock following the Separation and provide for the allocation of various assets, liabilities, rights and obligations and include arrangements for transition services to be provided by WestRock to Ingevity. In accordance with the Separation Agreements at the day of Separation, we recorded a payable to WestRock in the amount of $16.5 million primarily representing certain trade liabilities previously classified as related-party. This amount was paid to WestRock in 2016. |
Pension and post-retirement ben
Pension and post-retirement benefits | 6 Months Ended |
Jun. 30, 2017 | |
Postemployment Benefits [Abstract] | |
Pension and post-retirement benefits | Pension and post-retirement benefits Prior to the Separation, WestRock offered various long-term benefits to its employees, including Ingevity employees. In these cases, the participation of our employees in these plans is reflected in the Condensed Consolidated Financial Statements as though Ingevity participated in a multi-employer plan with the other businesses of WestRock. For periods prior to the Separation, assets and liabilities of such plans were retained by WestRock. Net periodic benefit costs allocated to Ingevity associated with these pension plans for the three and six months ended June 30, 2016 were $1.1 million and $3.2 million , respectively. In conjunction with the Separation, Ingevity assumed retirement obligations, net of contributed assets, consisting of accrued defined benefit obligations earned by Ingevity domestic hourly union employees (referred to as the "Union Hourly defined benefit pension plan"); accrued obligations from a frozen non-qualified defined benefit pension plan for certain salaried and former salaried employees of Ingevity; and other post-retirement medical and life insurance benefits. The following table summarizes the components of net periodic benefit cost (income): Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 (in millions) Pensions Other Benefits Pensions Other Benefits Components of net periodic benefit cost (income): Service cost (1) $ 0.3 $ — $ 0.6 $ — Interest cost (2) 0.2 — 0.4 — Expected return on plan assets (2) (0.2 ) — (0.4 ) — Net periodic benefit cost (income) $ 0.3 $ — $ 0.6 $ — _______________ (1) Included in "Cost of sales" on the Condensed Consolidated Statements of Operations. (2) Included in "Other (income) expense, net" on the Condensed Consolidated Statements of Operations. We did not make any voluntary cash contributions to our Union Hourly defined benefit pension plan in the six months ended June 30, 2017 . There are no required cash contributions to our Union Hourly defined benefit pension plan in 2017 , and we currently have no plans to make any voluntary cash contributions in 2017 . |
Separation costs
Separation costs | 6 Months Ended |
Jun. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Separation costs | Separation costs In connection with the Separation as further described in Note 1 and Note 2, we have incurred pre-tax separation costs as shown in the table below. Prior to the Separation, these costs were primarily related to third-party professional fees associated with separation activities and one-time costs of new hires specifically required to separate and stand up Ingevity. Post-Separation, these costs represent legal, information technology and other advisory fees to transition from a division of WestRock to a stand-alone public company. Three Months Ended June 30, Six Months Ended June 30, In millions 2017 2016 2017 2016 Separation costs $ 0.2 $ 4.7 $ 0.5 $ 11.1 |
Restructuring and other (income
Restructuring and other (income) charges, net | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and other (income) charges, net | Restructuring and other (income) charges, net We continually perform strategic reviews and assess the return on our 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 our Condensed Consolidated 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. Detail on the restructuring charges and asset disposal activities is provided below. Three Months Ended June 30, Six Months Ended June 30, In millions 2017 2016 2017 2016 Restructuring and other (income) charges, net Severance and other employee-related costs (1) $ — $ — $ 1.3 $ 4.5 Asset write-downs (2) — 0.3 — 0.4 Other (income) charges, net (3) 1.1 0.7 2.1 0.7 Total restructuring and other (income) charges, net $ 1.1 $ 1.0 $ 3.4 $ 5.6 _______________ (1) Represents severance and employee benefit charges. Income represents adjustments to previously recorded severance and employee benefits. (2) Primarily represents accelerated depreciation and impairment charges on long-lived assets, which were or are to be abandoned. To the extent incurred the acceleration effect of re-estimating settlement dates and revised cost estimates associated with asset retirement obligations due to facility shutdowns are also included within the asset write-downs. (3) Primarily represents costs associated with rental payments, contract terminations, and other miscellaneous exit costs. Other Income primarily represents favorable developments on previously recorded exit costs as recoveries associated with restructuring activities. 2017 activities In January 2017, we initiated a reorganization as part of an effort to streamline our leadership team, flatten the organization and reduce costs. As a result of this reorganization, we recorded $1.3 million , in severance and other employee-related costs in the six months ended June 30, 2017 . During the three and six months ended June 30, 2017, we also recorded $1.1 million and $2.1 million , respectively, of additional miscellaneous exit costs primarily associated with the exit of our Performance Chemicals' manufacturing operations in Palmeira, Santa Catarina, Brazil which began in the fourth quarter of 2016. We expect less than $1 million of additional exit and disposal costs associated with the Palmeira site shutdown during the second half of 2017. 2016 activities In 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 $0.7 million of additional miscellaneous exit costs during the three months ended June 30, 2016. Additionally, during the six months ended June 30, 2016, the Company recorded a $0.1 million impairment charge on fixed assets and $1.8 million in severance and other employee-related costs. We 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 and six months ended June 30, 2016, we recorded severance and other employee-related charges of zero and $2.7 million ( $1.9 million related to the Performance Chemicals segment and $0.8 million related to the Performance Materials segment). The Company also recorded a $0.3 million impairment charge on fixed assets in the three and six months ended June 30, 2016 (related to the Performance Chemicals segment). 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 12/31/2016 (1) Reserve (2) Payments Other (3) 6/30/2017 (1) Restructuring Reserves $ 2.2 3.4 (5.0 ) (0.3 ) $ 0.3 _______________ (1) Included in "Accrued Expenses" on the Condensed Consolidated Balance Sheet. (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. |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three and six months ended June 30, 2017 and 2016 , the effective tax rates, including discrete items, were as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Effective tax rate 32.5 % 32.7 % 32.4 % 38.8 % 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. As a result of a lapse in statute of limitations, management anticipates a decrease in the accrual for unrecognized tax benefit of $0.4 million in the next twelve months. The below tables provide a reconciliation between our reported effective tax rates and the EAETR. Three Months Ended June 30, 2017 2016 In millions, except percentages Before tax Tax Effective tax rate % impact Before tax Tax Effective tax rate % impact Consolidated operations $ 53.0 $ 17.2 32.5 % $ 38.5 $ 12.6 32.7 % Discrete items: Separation costs (1) 0.2 0.1 4.7 1.3 Restructuring & other (income) charges 1.1 — 1.0 0.2 Results of legal entities with full valuation allowances (2) (0.3 ) — (0.9 ) — Other tax only discrete items — (0.6 ) — (0.1 ) Total discrete items 1.0 (0.5 ) 4.8 1.4 Consolidated operations, before discrete items $ 54.0 $ 16.7 $ 43.3 $ 14.0 Quarterly effect of changes in the EAETR 30.9 % 32.3 % _______________ (1) Separation costs are classified as deductible or non-deductible for income tax purposes and are primarily taxed at domestic tax rates, see Note 13 for more information on the costs incurred. (2) Legal entities within the consolidated results of Ingevity with full valuation allowances are treated discretely for income tax purposes. Six Months Ended June 30, 2017 2016 In millions, except percentages Before tax Tax Effective tax rate % impact Before tax Tax Effective tax rate % impact Consolidated operations $ 87.0 $ 28.2 32.4 % $ 61.4 $ 23.8 38.8 % Discrete items: Separation costs (1) 0.5 0.2 11.1 2.3 Restructuring & other (income) charges 3.4 0.6 5.6 1.1 Results of legal entities with full valuation allowances (2) 1.5 — 2.8 — Other tax only discrete items — (0.4 ) — (0.2 ) Total discrete items 5.4 0.4 19.5 3.2 Consolidated operations, before discrete items $ 92.4 $ 28.6 $ 80.9 $ 27.0 EAETR (3) 31.0 % 33.4 % _______________ (1) Separation costs are classified as deductible or non-deductible for income tax purposes and are primarily taxed at domestic tax rates, see Note 13 for more information on the costs incurred. (2) Legal entities within the consolidated results of Ingevity with full valuation allowances are treated discretely for income tax purposes. (3) The decrease in the EAETR for the six months ended June 30, 2017 , as compared to June 30, 2016 is primarily due to an increase in forecasted profits from our 70 percent owned joint venture and income mix between domestic and foreign subsidiaries. Our 70 percent owned joint venture is a limited liability company which is treated as a "pass through" entity for tax purposes. Although we consolidate 100 percent of the joint venture, only 70 percent of the earnings are included in the calculation of Ingevity's provision for income taxes. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
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 consolidated financial condition, liquidity or results of operations nor are we aware of any material pending or contemplated proceedings. |
Segment information
Segment information | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment information | Segment information Three Months Ended June 30, Six Months Ended June 30, In millions 2017 2016 2017 2016 Net sales Performance Materials $ 89.5 $ 74.2 $ 172.9 $ 144.3 Performance Chemicals 170.8 171.2 305.9 300.7 Total net sales (1) 260.3 245.4 478.8 445.0 Segment operating profit (2) Performance Materials 30.7 26.2 60.2 56.9 Performance Chemicals 26.4 23.0 36.8 31.6 Total segment operating profit (1) 57.1 49.2 97.0 88.5 Separation costs (3) (0.2 ) (4.7 ) (0.5 ) (11.1 ) Restructuring and other income (charges) (4) (1.1 ) (1.0 ) (3.4 ) (5.6 ) Interest expense, net (2.8 ) (5.0 ) (6.1 ) (10.4 ) Provision for income taxes (17.2 ) (12.6 ) (28.2 ) (23.8 ) Net income (loss) attributable to noncontrolling interest (3.7 ) (1.8 ) (7.7 ) (4.3 ) Net income (loss) attributable to Ingevity stockholders $ 32.1 $ 24.1 $ 51.1 $ 33.3 _______________ (1) Relates to external customers only, all intersegment sales and related profit have been eliminated in consolidation. (2) 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, and net income (loss) attributable to noncontrolling interest. (3) See Note 13 for more information on separation costs. (4) For the three and six months ended June 30, 2017 , the charges related to Performance Chemicals were: $1.1 million and $3.4 million , respectively. For the three and six months ended June 30, 2016 , the charges related to Performance Chemicals were $1.0 million and $4.8 million , respectively, and Performance Materials were zero and $0.8 million , respectively. |
Earnings (loss) per share
Earnings (loss) per share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings (loss) per share | Earnings (loss) per share Basic earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding during the period. The weighted average number of common shares outstanding for basic and diluted earnings (loss) per share for the three and six months ended June 30, 2017 was based on the weighted average number of common shares outstanding for the period. The weighted average number of common shares outstanding for basic and diluted earnings per share for the three and six months ended June 30, 2016 was based on the weighted average number of common shares outstanding for the period beginning after the Distribution Date. On May 15, 2016, 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. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding for the period beginning after the Distribution Date. The calculation of diluted net income per share excludes all anti-dilutive common shares. Three Months Ended June 30, Six Months Ended June 30, In millions (except share and per share data) 2017 2016 2017 2016 Net income (loss) attributable to Ingevity stockholders $ 32.1 $ 24.1 $ 51.1 $ 33.3 Basic and Diluted earnings (loss) per share (1) Basic earnings (loss) per share $ 0.76 $ 0.57 $ 1.21 $ 0.79 Diluted earnings (loss) per share 0.76 0.57 1.21 0.79 Shares: (2) Weighted average number of shares of common stock outstanding - Basic 42,145 42,102 42,136 42,102 Weighted average additional shares assuming conversion of potential common shares 282 24 258 24 Shares - diluted basis 42,427 42,126 42,394 42,126 _______________ (1) Diluted earnings (loss) per share is calculated using net income (loss) available to common stockholders divided by diluted weighted-average shares of common shares outstanding during each period, which includes the dilutive effect of outstanding equity awards. Basic and diluted earnings (loss) per share for the three and six months ended June 30, 2017 is calculated using the weighted average number of common shares outstanding for the period. Basic and diluted earnings (loss) per share for the three and six months ended June 30, 2016 is calculated using the weighted average number of common shares outstanding for the period beginning after the Distribution Date. (2) Shares are presented in thousands. The following average number of potential common shares were antidilutive and, therefore, were not included in the diluted earnings per share calculation: Three Months Ended June 30, Six Months Ended June 30, In thousands 2017 2016 2017 2016 Average number of potential common shares - antidilutive 94 157 132 157 |
Basis of Consolidation and Pr27
Basis of Consolidation and Presentation (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
New accounting guidance | In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09 "Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting", which provided clarity on which changes to the terms or conditions of share-based payment awards require an entity to apply the modification accounting provisions required in Topic 718. We have early adopted this new standard during our second quarter of 2017. The impact of adoption did not have a material effect on our Condensed Consolidated Financial Statements. In March 2017, the FASB issued ASU 2017-07 "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." The amendment in this new standard requires the service cost component to be presented separate from the other components of net benefit cost. Service cost will be presented with other employee compensation costs within operations. The other components of net benefit cost, such as interest cost, amortization of prior service cost, and gains or losses, are required to be separately presented outside of operations, if income or loss from operations is presented. Of the components of net periodic benefit cost, only the service cost component will be eligible for asset capitalization. We have early adopted this new standard during our first quarter of 2017 on a retrospective basis. The impact of adoption did not have a material effect on our Condensed Consolidated Financial Statements. In November 2016, the FASB issued new guidance on restricted cash in ASU 2016-18 "Statement of Cash Flows (Topic 230): Restricted Cash." The new guidance clarifies the guidance on the cash flow classification and presentation of changes in restricted cash or restricted cash equivalents. Amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flow. We have early adopted this new standard during our first quarter of 2017. The impact of adoption did not have a material effect on our Condensed Consolidated Financial Statements. In October 2016, the FASB issued new guidance on tax accounting for intra-entity transfers of assets in ASU 2016-16 "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory." The new guidance requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than when the asset is sold to an outside party. W e have early adopted this new standard during our first quarter of 2017. The impact of adoption did not have a material effect on our Condensed Consolidated Financial Statements. In February 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 years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of these provisions. 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. We expect 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. Since the issuance of ASU 2014-09, the FASB has issued several amendments which clarify certain points in the new Topic 606-Revenue from Contracts with Customers, including ASU 2016-08 ("Principal versus Agent Considerations - Reporting Revenue Gross versus Net"), ASU 2016-10 ("Identifying Performance Obligations and Licensing"), ASU 2016-11 ("Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting"), ASU 2016-12 ("Narrow Scope Improvements and Practical Expedients") and ASU 2016-20 ("Technical Corrections and Improvements to Topic 606.") We anticipate adopting all of these standards at the same time effective January 1, 2018. We have begun our initial assessment of the impact that ASU 2014-09 and subsequent amendments will have on our Consolidated Financial Statements and related disclosures. Based upon the results of our initial assessment thus far, we have tentatively decided to adopt this new standard under the modified retrospective approach which results in the recognition of the cumulative effect of initially applying the new standard as an adjustment to the opening balance of equity. We are still evaluating the impact to our financial statements and disclosures. |
Income tax | 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. |
Correction to previously issu28
Correction to previously issued financial statements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | Although Ingevity’s management has determined that the impact of such errors is immaterial to all previously issued financial statements, we revised the previously issued financial statements for the periods ended December 31, 2015 and 2014, as shown in our 2016 Annual Report, and those corrections are also reflected for the three and six months ended June 30, 2016 in the tables below. Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 In millions As reported Increase/(decrease) Revised As reported Increase/(decrease) Revised Statement of Operations Net sales $ 248.7 (3.3 ) $ 245.4 $ 452.6 (7.6 ) $ 445.0 Cost of sales 172.6 (1.9 ) 170.7 316.5 (9.2 ) 307.3 Gross profit 76.1 (1.4 ) 74.7 136.1 1.6 137.7 Selling, general and administrative costs 24.3 (1.5 ) 22.8 47.2 (1.6 ) 45.6 Income before income taxes 38.4 0.1 38.5 58.2 3.2 61.4 Provision for income taxes 12.6 — 12.6 22.6 1.2 23.8 Net income (loss) 25.8 0.1 25.9 35.6 2.0 37.6 Less: Net income (loss) attributable to noncontrolling interest 2.1 (0.3 ) 1.8 3.7 0.6 4.3 Net income (loss) attributable to Ingevity stockholders $ 23.7 0.4 $ 24.1 $ 31.9 1.4 $ 33.3 In millions Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Segment Information As reported Increase/(decrease) Revised As reported Increase/(decrease) Revised Net sales Performance Materials $ 74.5 (0.3 ) $ 74.2 $ 145.3 (1.0 ) $ 144.3 Performance Chemicals 174.2 (3.0 ) 171.2 307.3 (6.6 ) 300.7 Total net sales $ 248.7 (3.3 ) $ 245.4 $ 452.6 (7.6 ) $ 445.0 Segment operating profit Performance Materials $ 26.3 (0.1 ) $ 26.2 $ 53.9 3.0 $ 56.9 Performance Chemicals 22.8 0.2 23.0 31.4 0.2 31.6 Total segment operating profit $ 49.1 0.1 $ 49.2 $ 85.3 3.2 $ 88.5 In millions Six Months Ended June 30, 2016 Statement of Cash Flows As reported Increase/(decrease) Revised Net income (loss) $ 35.6 2.0 $ 37.6 Deferred income taxes (10.6 ) 1.1 (9.5 ) Accounts receivable, net (18.3 ) 2.1 (16.2 ) Inventories (4.0 ) (5.1 ) (9.1 ) Accrued expenses (1.9 ) (0.5 ) (2.4 ) Income taxes payable 6.5 0.2 6.7 Changes in all other operating assets and liabilities, net (0.7 ) (0.3 ) (1.0 ) Net cash provided by (used in) operating activities 36.7 (0.5 ) 36.2 Transactions with WestRock, net 51.4 0.5 51.9 Net cash provided by (used in) financing activities $ 78.3 0.5 $ 78.8 |
Fair value measurements (Tables
Fair value measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring | There were no non-recurring fair value measurements in the Condensed Consolidated Balance Sheets as of June 30, 2017 or December 31, 2016 . In millions Level 1 (1) Level 2 (2) Level 3 (3) Total June 30, 2017 Assets: Equity investments (4) $ 2.2 $ — $ — $ 2.2 Liabilities: Deferred compensation arrangement (5) 1.5 — — 1.5 Separation-related Reimbursement Awards (6) 0.9 — — 0.9 Total liabilities $ 2.4 $ — $ — $ 2.4 December 31, 2016 Liabilities: Deferred compensation arrangement (5) $ 0.7 $ — $ — $ 0.7 Separation-related Reimbursement Awards (6) 2.1 — — 2.1 Total liabilities $ 2.8 $ — $ — $ 2.8 ______________ (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 "Other liabilities" on the Condensed Consolidated Balance Sheet. (6) Included within "Accrued expenses" on the Condensed Consolidated Balance Sheet. This amount represents an amount due to WestRock associated with WestRock equity awards held by Ingevity employees post Separation. In accordance with the Employee Matters Agreement between Ingevity and WestRock entered into in connection with the Separation, we are required to reimburse WestRock the fair market value of awards on the day Ingevity employees exercise their awards. The expense recognized during the three and six months ended June 30, 2017 was $0.1 million and $0.3 million , respectively. |
Inventories, net (Tables)
Inventories, net (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories, net are comprised of: In millions June 30, 2017 December 31, 2016 Raw materials $ 41.4 $ 50.8 Production materials, stores and supplies 12.4 12.0 Finished and in-process goods 110.8 109.8 Subtotal 164.6 172.6 Less: excess of cost over LIFO cost (10.0 ) (21.4 ) Inventories, net $ 154.6 $ 151.2 |
Property, plant and equipment31
Property, plant and equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment, net consist of the following: In millions June 30, 2017 December 31, 2016 Machinery and equipment $ 774.2 $ 764.0 Buildings and leasehold equipment 113.2 111.2 Land and land improvements 18.0 17.9 Construction in progress 31.7 26.3 Total cost 937.1 919.4 Less: accumulated depreciation (513.0 ) (496.6 ) Property, plant and equipment, net $ 424.1 $ 422.8 |
Goodwill and other intangible32
Goodwill and other intangible assets, net (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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, 2016 $ 8.1 $ 4.3 $ 12.4 Foreign currency translation — — — June 30, 2017 $ 8.1 $ 4.3 $ 12.4 |
Schedule of Finite-Lived Intangible Assets | All of our other intangible assets, net are related to the Performance Chemicals operating segment. The following table summarizes intangible assets: June 30, 2017 December 31, 2016 In millions Gross carrying amount Accumulated amortization Net Gross carrying amount Accumulated amortization Net Brands (1) $ 13.9 $ 11.6 $ 2.3 $ 13.9 $ 11.3 $ 2.6 Customer contracts and relationships 28.2 24.4 3.8 28.2 23.5 4.7 Other intangibles, net $ 42.1 $ 36.0 $ 6.1 $ 42.1 $ 34.8 $ 7.3 _______________ (1) Represents trademarks, trade names and know-how. |
Finite-lived Intangible Assets Amortization Expense | The amortization expense related to our intangible assets in the table above is shown in the table below. Amortization expense is included within Cost of sales and Selling, general and administrative expenses on the Condensed Consolidated Statements of Operations. Three Months Ended June 30, Six months ended June 30, In millions 2017 2016 2017 2016 Amortization expense $ 0.7 $ 0.8 $ 1.3 $ 1.6 |
Debt Including Capital Lease 33
Debt Including Capital Lease Obligations (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Short-term Debt | Debt maturing within one year consisted of the following: In millions June 30, 2017 December 31, 2016 Current maturities of long-term debt $ 15.0 $ 7.5 |
Schedule of Long-term Debt Instruments | Long-term debt including capital lease obligations consisted of the following: June 30, 2017 In millions Interest rate Maturity date June 30, 2017 December 31, 2016 The Facilities: Revolving Credit Facility (1) 2.23% 2021 $ 101.2 $ 111.9 Term Loan Facility 2.59% 2021 300.0 300.0 Capital lease obligations 7.67% 2027 80.0 80.0 Total debt including capital lease obligations 481.2 491.9 Less: debt issuance costs (2.7 ) (3.1 ) Total debt including capital lease obligations, net of debt issuance costs 478.5 488.8 Less: debt maturing within one year 15.0 7.5 Long-term debt including capital lease obligations $ 463.5 $ 481.3 _______________ (1) Letters of credit outstanding under the revolving credit facility were $1.8 million and available funds under the facility was $297.0 million at June 30, 2017 . |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity | The changes in equity are as follows: Ingevity Stockholders' Common Stock In millions, except per share data Shares Amount Additional paid in capital Retained earnings Accumulated other comprehensive income (loss) Treasury stock Noncontrolling interest Total Balance at December 31, 2016 42.1 $ 0.4 $ 129.9 $ 16.0 $ (19.0 ) $ (0.3 ) $ 7.6 $ 134.6 Net income (loss) — — — 51.1 — — 7.7 58.8 Other comprehensive income (1) — — — — 3.8 — — 3.8 Common stock issued - compensation plans 0.1 — — — — (0.5 ) — (0.5 ) Noncontrolling interest distributions — — — — — — (4.8 ) (4.8 ) Stock-based compensation expense — — 4.9 — — — — 4.9 Repurchases of Common Stock — — — — — (0.7 ) — (0.7 ) Balance at June 30, 2017 42.2 $ 0.4 $ 134.8 $ 67.1 $ (15.2 ) $ (1.5 ) $ 10.5 $ 196.1 _______________ (1) See Condensed Consolidated Statements of Comprehensive Income (Loss) Noncontrolling interest The following table illustrates the noncontrolling interest activity for the periods presented: In millions Noncontrolling interest Balance at December 31, 2016 and 2015, respectively $ 7.6 $ 3.8 Net income (loss) attributable to noncontrolling interest 7.7 4.3 Noncontrolling interest distributions (4.8 ) (1.7 ) Balance at June 30, 2017 and 2016, respectively $ 10.5 $ 6.4 |
Transactions with WestRock an35
Transactions with WestRock and related-parties (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Condensed Consolidated Statements of Operations prior to May 15, 2016, include allocations from WestRock as summarized below: Three Months Ended June 30, Six Months Ended June 30, In millions 2017 2016 2017 2016 Cost of sales $ — $ 1.4 $ — $ 5.7 Selling, general and administrative expenses — 2.2 — 6.5 Interest expense, net — 3.4 — 7.2 Total allocated cost (1) $ — $ 7.0 $ — $ 19.4 _______________ (1) Allocated costs represent costs necessary to support Ingevity'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. |
Pension and post-retirement b36
Pension and post-retirement benefits (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Postemployment Benefits [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | The following table summarizes the components of net periodic benefit cost (income): Three Months Ended June 30, 2017 Six Months Ended June 30, 2017 (in millions) Pensions Other Benefits Pensions Other Benefits Components of net periodic benefit cost (income): Service cost (1) $ 0.3 $ — $ 0.6 $ — Interest cost (2) 0.2 — 0.4 — Expected return on plan assets (2) (0.2 ) — (0.4 ) — Net periodic benefit cost (income) $ 0.3 $ — $ 0.6 $ — _______________ (1) Included in "Cost of sales" on the Condensed Consolidated Statements of Operations. (2) Included in "Other (income) expense, net" on the Condensed Consolidated Statements of Operations. |
Separation costs (Tables)
Separation costs (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Business separation | In connection with the Separation as further described in Note 1 and Note 2, we have incurred pre-tax separation costs as shown in the table below. Prior to the Separation, these costs were primarily related to third-party professional fees associated with separation activities and one-time costs of new hires specifically required to separate and stand up Ingevity. Post-Separation, these costs represent legal, information technology and other advisory fees to transition from a division of WestRock to a stand-alone public company. Three Months Ended June 30, Six Months Ended June 30, In millions 2017 2016 2017 2016 Separation costs $ 0.2 $ 4.7 $ 0.5 $ 11.1 |
Restructuring and other (inco38
Restructuring and other (income) charges, net (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | 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 12/31/2016 (1) Reserve (2) Payments Other (3) 6/30/2017 (1) Restructuring Reserves $ 2.2 3.4 (5.0 ) (0.3 ) $ 0.3 _______________ (1) Included in "Accrued Expenses" on the Condensed Consolidated Balance Sheet. (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. Detail on the restructuring charges and asset disposal activities is provided below. Three Months Ended June 30, Six Months Ended June 30, In millions 2017 2016 2017 2016 Restructuring and other (income) charges, net Severance and other employee-related costs (1) $ — $ — $ 1.3 $ 4.5 Asset write-downs (2) — 0.3 — 0.4 Other (income) charges, net (3) 1.1 0.7 2.1 0.7 Total restructuring and other (income) charges, net $ 1.1 $ 1.0 $ 3.4 $ 5.6 _______________ (1) Represents severance and employee benefit charges. Income represents adjustments to previously recorded severance and employee benefits. (2) Primarily represents accelerated depreciation and impairment charges on long-lived assets, which were or are to be abandoned. To the extent incurred the acceleration effect of re-estimating settlement dates and revised cost estimates associated with asset retirement obligations due to facility shutdowns are also included within the asset write-downs. (3) Primarily represents costs associated with rental payments, contract terminations, and other miscellaneous exit costs. Other Income primarily represents favorable developments on previously recorded exit costs as recoveries associated with restructuring activities. |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Three Months Ended June 30, 2017 2016 In millions, except percentages Before tax Tax Effective tax rate % impact Before tax Tax Effective tax rate % impact Consolidated operations $ 53.0 $ 17.2 32.5 % $ 38.5 $ 12.6 32.7 % Discrete items: Separation costs (1) 0.2 0.1 4.7 1.3 Restructuring & other (income) charges 1.1 — 1.0 0.2 Results of legal entities with full valuation allowances (2) (0.3 ) — (0.9 ) — Other tax only discrete items — (0.6 ) — (0.1 ) Total discrete items 1.0 (0.5 ) 4.8 1.4 Consolidated operations, before discrete items $ 54.0 $ 16.7 $ 43.3 $ 14.0 Quarterly effect of changes in the EAETR 30.9 % 32.3 % _______________ (1) Separation costs are classified as deductible or non-deductible for income tax purposes and are primarily taxed at domestic tax rates, see Note 13 for more information on the costs incurred. (2) Legal entities within the consolidated results of Ingevity with full valuation allowances are treated discretely for income tax purposes. Six Months Ended June 30, 2017 2016 In millions, except percentages Before tax Tax Effective tax rate % impact Before tax Tax Effective tax rate % impact Consolidated operations $ 87.0 $ 28.2 32.4 % $ 61.4 $ 23.8 38.8 % Discrete items: Separation costs (1) 0.5 0.2 11.1 2.3 Restructuring & other (income) charges 3.4 0.6 5.6 1.1 Results of legal entities with full valuation allowances (2) 1.5 — 2.8 — Other tax only discrete items — (0.4 ) — (0.2 ) Total discrete items 5.4 0.4 19.5 3.2 Consolidated operations, before discrete items $ 92.4 $ 28.6 $ 80.9 $ 27.0 EAETR (3) 31.0 % 33.4 % _______________ (1) Separation costs are classified as deductible or non-deductible for income tax purposes and are primarily taxed at domestic tax rates, see Note 13 for more information on the costs incurred. (2) Legal entities within the consolidated results of Ingevity with full valuation allowances are treated discretely for income tax purposes. (3) The decrease in the EAETR for the six months ended June 30, 2017 , as compared to June 30, 2016 is primarily due to an increase in forecasted profits from our 70 percent owned joint venture and income mix between domestic and foreign subsidiaries. Our 70 percent owned joint venture is a limited liability company which is treated as a "pass through" entity for tax purposes. Although we consolidate 100 percent of the joint venture, only 70 percent of the earnings are included in the calculation of Ingevity's provision for income taxes. For the three and six months ended June 30, 2017 and 2016 , the effective tax rates, including discrete items, were as follows: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Effective tax rate 32.5 % 32.7 % 32.4 % 38.8 % |
Segment information (Tables)
Segment information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Three Months Ended June 30, Six Months Ended June 30, In millions 2017 2016 2017 2016 Net sales Performance Materials $ 89.5 $ 74.2 $ 172.9 $ 144.3 Performance Chemicals 170.8 171.2 305.9 300.7 Total net sales (1) 260.3 245.4 478.8 445.0 Segment operating profit (2) Performance Materials 30.7 26.2 60.2 56.9 Performance Chemicals 26.4 23.0 36.8 31.6 Total segment operating profit (1) 57.1 49.2 97.0 88.5 Separation costs (3) (0.2 ) (4.7 ) (0.5 ) (11.1 ) Restructuring and other income (charges) (4) (1.1 ) (1.0 ) (3.4 ) (5.6 ) Interest expense, net (2.8 ) (5.0 ) (6.1 ) (10.4 ) Provision for income taxes (17.2 ) (12.6 ) (28.2 ) (23.8 ) Net income (loss) attributable to noncontrolling interest (3.7 ) (1.8 ) (7.7 ) (4.3 ) Net income (loss) attributable to Ingevity stockholders $ 32.1 $ 24.1 $ 51.1 $ 33.3 _______________ (1) Relates to external customers only, all intersegment sales and related profit have been eliminated in consolidation. (2) 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, and net income (loss) attributable to noncontrolling interest. (3) See Note 13 for more information on separation costs. (4) For the three and six months ended June 30, 2017 , the charges related to Performance Chemicals were: $1.1 million and $3.4 million , respectively. For the three and six months ended June 30, 2016 , the charges related to Performance Chemicals were $1.0 million and $4.8 million , respectively, and Performance Materials were zero and $0.8 million , respectively. |
Earnings (loss) per share (Tabl
Earnings (loss) per share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended June 30, Six Months Ended June 30, In millions (except share and per share data) 2017 2016 2017 2016 Net income (loss) attributable to Ingevity stockholders $ 32.1 $ 24.1 $ 51.1 $ 33.3 Basic and Diluted earnings (loss) per share (1) Basic earnings (loss) per share $ 0.76 $ 0.57 $ 1.21 $ 0.79 Diluted earnings (loss) per share 0.76 0.57 1.21 0.79 Shares: (2) Weighted average number of shares of common stock outstanding - Basic 42,145 42,102 42,136 42,102 Weighted average additional shares assuming conversion of potential common shares 282 24 258 24 Shares - diluted basis 42,427 42,126 42,394 42,126 _______________ (1) Diluted earnings (loss) per share is calculated using net income (loss) available to common stockholders divided by diluted weighted-average shares of common shares outstanding during each period, which includes the dilutive effect of outstanding equity awards. Basic and diluted earnings (loss) per share for the three and six months ended June 30, 2017 is calculated using the weighted average number of common shares outstanding for the period. Basic and diluted earnings (loss) per share for the three and six months ended June 30, 2016 is calculated using the weighted average number of common shares outstanding for the period beginning after the Distribution Date. (2) Shares are presented in thousands. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following average number of potential common shares were antidilutive and, therefore, were not included in the diluted earnings per share calculation: Three Months Ended June 30, Six Months Ended June 30, In thousands 2017 2016 2017 2016 Average number of potential common shares - antidilutive 94 157 132 157 |
Background (Details)
Background (Details) unit in Millions | 6 Months Ended | ||
Jun. 30, 2017unitsegment$ / shares | Dec. 31, 2016$ / shares | May 15, 2016$ / shares | |
Business Combination, Consideration Transferred | |||
Activated carbon units, count | unit | 750 | ||
Number of business segments | segment | 2 | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 |
WestRock, Rock-Tenn and MWV | |||
Business Combination, Consideration Transferred | |||
Common stock, par value (usd per share) | $ 0.01 |
Basis of Consolidation and Pr43
Basis of Consolidation and Presentation - Narrative (Details) | Jun. 30, 2017 |
Purification Cellutions LLC | |
Other Ownership Interests [Line Items] | |
Ownership interest (percentage) | 30.00% |
Correction to previously issu44
Correction to previously issued financial statements - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Net cash provided by operating activities | $ 52.7 | $ 36.2 | |||||
Net cash provided by (used in) investing activities | (27.5) | (91.3) | |||||
Income before income taxes | $ 53 | $ 38.5 | 87 | 61.4 | |||
Net income (loss) | 35.8 | 25.9 | 58.8 | 37.6 | |||
Net sales | $ 260.3 | 245.4 | $ 478.8 | 445 | |||
Increase/(decrease) | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Revenue from related parties | 3.3 | ||||||
Net cash provided by operating activities | (0.5) | $ (6) | |||||
Net cash provided by (used in) investing activities | 6 | ||||||
Income before income taxes | 0.1 | 3.2 | $ (1.6) | (0.9) | |||
Net income (loss) | 0.1 | 2 | (1) | (0.6) | |||
Net parent investment | $ (2.5) | ||||||
Net sales | $ (3.3) | $ (7.6) | $ (9.4) | $ (5.5) |
Correction to previously issu45
Correction to previously issued financial statements - Adjustments to Statement of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Operations | ||||||
Net sales | $ 260.3 | $ 245.4 | $ 478.8 | $ 445 | ||
Cost of sales | 170.5 | 170.7 | 318.3 | 307.3 | ||
Gross profit | 89.8 | 74.7 | 160.5 | 137.7 | ||
Selling, general and administrative expenses | 26.3 | 22.8 | 52.3 | 45.6 | ||
Income before income taxes | 53 | 38.5 | 87 | 61.4 | ||
Provision for income taxes | 17.2 | 12.6 | 28.2 | 23.8 | ||
Net income (loss) | 35.8 | 25.9 | 58.8 | 37.6 | ||
Less: Net income (loss) attributable to noncontrolling interest | 3.7 | 1.8 | 7.7 | 4.3 | ||
Net income (loss) attributable to Ingevity stockholders | $ 32.1 | 24.1 | $ 51.1 | 33.3 | ||
As reported | ||||||
Statement of Operations | ||||||
Net sales | 248.7 | 452.6 | ||||
Cost of sales | 172.6 | 316.5 | ||||
Gross profit | 76.1 | 136.1 | ||||
Selling, general and administrative expenses | 24.3 | 47.2 | ||||
Income before income taxes | 38.4 | 58.2 | ||||
Provision for income taxes | 12.6 | 22.6 | ||||
Net income (loss) | 25.8 | 35.6 | ||||
Less: Net income (loss) attributable to noncontrolling interest | 2.1 | 3.7 | ||||
Net income (loss) attributable to Ingevity stockholders | 23.7 | 31.9 | ||||
Increase/(decrease) | ||||||
Statement of Operations | ||||||
Net sales | (3.3) | (7.6) | $ (9.4) | $ (5.5) | ||
Cost of sales | (1.9) | (9.2) | ||||
Gross profit | (1.4) | 1.6 | ||||
Selling, general and administrative expenses | (1.5) | (1.6) | ||||
Income before income taxes | 0.1 | 3.2 | (1.6) | (0.9) | ||
Provision for income taxes | 0 | 1.2 | ||||
Net income (loss) | 0.1 | 2 | $ (1) | $ (0.6) | ||
Less: Net income (loss) attributable to noncontrolling interest | (0.3) | 0.6 | ||||
Net income (loss) attributable to Ingevity stockholders | $ 0.4 | $ 1.4 |
Correction to previously issu46
Correction to previously issued financial statements - Segment Adjustments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Net sales | $ 260.3 | $ 245.4 | $ 478.8 | $ 445 | ||
Segment operating profits | 57.1 | 49.2 | 97 | 88.5 | ||
Performance Materials | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Net sales | 89.5 | 74.2 | 172.9 | 144.3 | ||
Segment operating profits | 30.7 | 26.2 | 60.2 | 56.9 | ||
Performance Chemicals | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Net sales | 170.8 | 171.2 | 305.9 | 300.7 | ||
Segment operating profits | $ 26.4 | 23 | $ 36.8 | 31.6 | ||
As reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Net sales | 248.7 | 452.6 | ||||
Segment operating profits | 49.1 | 85.3 | ||||
As reported | Performance Materials | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Net sales | 74.5 | 145.3 | ||||
Segment operating profits | 26.3 | 53.9 | ||||
As reported | Performance Chemicals | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Net sales | 174.2 | 307.3 | ||||
Segment operating profits | 22.8 | 31.4 | ||||
Increase/(decrease) | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Net sales | (3.3) | (7.6) | $ (9.4) | $ (5.5) | ||
Segment operating profits | 0.1 | 3.2 | ||||
Increase/(decrease) | Performance Materials | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Net sales | (0.3) | (1) | ||||
Segment operating profits | (0.1) | 3 | ||||
Increase/(decrease) | Performance Chemicals | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Net sales | (3) | (6.6) | ||||
Segment operating profits | $ 0.2 | $ 0.2 |
Correction to previously issu47
Correction to previously issued financial statements - Adjustments to Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Cash Flows | ||||||
Net income (loss) | $ 35.8 | $ 25.9 | $ 58.8 | $ 37.6 | ||
Deferred income taxes | (0.6) | (9.5) | ||||
Accounts receivable, net | (22.9) | (16.2) | ||||
Inventories, net | (2.4) | (9.1) | ||||
Accrued expenses | 0.2 | (2.4) | ||||
Income taxes payable | 6.7 | |||||
Changes in other operating assets and liabilities, net | 1.7 | (1) | ||||
Net cash provided by (used in) operating activities | 52.7 | 36.2 | ||||
Transactions with WestRock, net | 0 | 51.9 | ||||
Net cash provided by (used in) financing activities | $ (15.1) | 78.8 | ||||
As reported | ||||||
Statement of Cash Flows | ||||||
Net income (loss) | 25.8 | 35.6 | ||||
Deferred income taxes | (10.6) | |||||
Accounts receivable, net | (18.3) | |||||
Inventories, net | (4) | |||||
Accrued expenses | (1.9) | |||||
Income taxes payable | 6.5 | |||||
Changes in other operating assets and liabilities, net | (0.7) | |||||
Net cash provided by (used in) operating activities | 36.7 | |||||
Transactions with WestRock, net | 51.4 | |||||
Net cash provided by (used in) financing activities | 78.3 | |||||
Increase/(decrease) | ||||||
Statement of Cash Flows | ||||||
Net income (loss) | $ 0.1 | 2 | $ (1) | $ (0.6) | ||
Deferred income taxes | 1.1 | |||||
Accounts receivable, net | 2.1 | |||||
Inventories, net | (5.1) | |||||
Accrued expenses | (0.5) | |||||
Income taxes payable | 0.2 | |||||
Changes in other operating assets and liabilities, net | (0.3) | |||||
Net cash provided by (used in) operating activities | (0.5) | $ (6) | ||||
Transactions with WestRock, net | 0.5 | |||||
Net cash provided by (used in) financing activities | $ 0.5 |
Fair value measurements - Narra
Fair value measurements - Narrative (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Financial Liabilities | ||
Assets fair value | $ 0 | |
Significant transfers | $ 0 | |
Restricted investment | 70,400,000 | $ 69,700,000 |
Reported Value | ||
Financial Liabilities | ||
Capital lease obligations | 80,000,000 | |
Debt fair value | 383,500,000 | |
Estimate of Fair Value | ||
Financial Liabilities | ||
Capital lease obligations | 90,300,000 | |
Level 1 | Fair Value, Measurements, Recurring | ||
Financial Liabilities | ||
Restricted investment | 70,400,000 | |
Restricted investments, fair value | $ 68,100,000 |
Fair value measurements - Measu
Fair value measurements - Measured on a Recurring Basis (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Liabilities: | ||||
Share-based compensation | $ 4.9 | $ 0.8 | ||
Fair Value, Measurements, Recurring | ||||
Assets: | ||||
Equity investments | $ 2.2 | 2.2 | ||
Liabilities: | ||||
Deferred compensation arrangement | 1.5 | 1.5 | $ 0.7 | |
Separation-related Reimbursement Awards | 0.9 | 0.9 | 2.1 | |
Total liabilities | 2.4 | 2.4 | 2.8 | |
Share-based compensation | 0.1 | 0.3 | ||
Fair Value, Measurements, Recurring | Level 1 | ||||
Assets: | ||||
Equity investments | 2.2 | 2.2 | ||
Liabilities: | ||||
Deferred compensation arrangement | 1.5 | 1.5 | 0.7 | |
Separation-related Reimbursement Awards | 0.9 | 0.9 | 2.1 | |
Total liabilities | $ 2.4 | $ 2.4 | $ 2.8 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Inventory, Net | ||
Raw materials | $ 41.4 | $ 50.8 |
Production materials, stores and supplies | 12.4 | 12 |
Finished and in-process goods | 110.8 | 109.8 |
Subtotal | 164.6 | 172.6 |
Less: excess of cost over LIFO cost | (10) | (21.4) |
Inventories, net | $ 154.6 | $ 151.2 |
Property, plant and equipment51
Property, plant and equipment, net (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment | ||
Total cost | $ 937.1 | $ 919.4 |
Less: accumulated depreciation | (513) | (496.6) |
Property, plant and equipment, net | 424.1 | 422.8 |
Machinery and equipment | ||
Property, Plant and Equipment | ||
Total cost | 774.2 | 764 |
Buildings and leasehold equipment | ||
Property, Plant and Equipment | ||
Total cost | 113.2 | 111.2 |
Land and land improvements | ||
Property, Plant and Equipment | ||
Total cost | 18 | 17.9 |
Construction in progress | ||
Property, Plant and Equipment | ||
Total cost | $ 31.7 | $ 26.3 |
Goodwill and other intangible52
Goodwill and other intangible assets, net - Carrying Amount (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Goodwill | |
Goodwill, beginning balance | $ 12.4 |
Foreign currency translation | 0 |
Goodwill, ending balance | 12.4 |
Performance Chemicals | |
Goodwill | |
Goodwill, beginning balance | 8.1 |
Foreign currency translation | 0 |
Goodwill, ending balance | 8.1 |
Performance Materials | |
Goodwill | |
Goodwill, beginning balance | 4.3 |
Foreign currency translation | 0 |
Goodwill, ending balance | $ 4.3 |
Goodwill and other intangible53
Goodwill and other intangible assets, net - Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets, Net | ||
Net | $ 6.1 | $ 7.3 |
Performance Chemicals | ||
Finite-Lived Intangible Assets, Net | ||
Gross carrying amount | 42.1 | 42.1 |
Accumulated amortization | 36 | 34.8 |
Net | 6.1 | 7.3 |
Performance Chemicals | Brands | ||
Finite-Lived Intangible Assets, Net | ||
Gross carrying amount | 13.9 | 13.9 |
Accumulated amortization | 11.6 | 11.3 |
Net | 2.3 | 2.6 |
Performance Chemicals | Customer contracts and relationships | ||
Finite-Lived Intangible Assets, Net | ||
Gross carrying amount | 28.2 | 28.2 |
Accumulated amortization | 24.4 | 23.5 |
Net | $ 3.8 | $ 4.7 |
Goodwill and other intangible54
Goodwill and other intangible assets, net - Amortization (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 0.7 | $ 0.8 | $ 1.3 | $ 1.6 |
Goodwill and other intangible55
Goodwill and other intangible assets, net - Maturity (Details) $ in Millions | Jun. 30, 2017USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | |
2,017 | $ 2.5 |
2,018 | 1.8 |
2,019 | 1.6 |
2,020 | 0.5 |
2,021 | $ 0.3 |
Debt Including Capital Lease 56
Debt Including Capital Lease Obligations - Narrative (Details) $ in Millions | Jun. 30, 2017USD ($) |
Line of Credit | |
Line of Credit Facility | |
Letters of credit outstanding, amount | $ 1.8 |
Letter of credit remaining amount | $ 297 |
Senior Notes | Minimum | |
Line of Credit Facility | |
Leverage ratio | 3 |
Senior Notes | Maximum | |
Line of Credit Facility | |
Leverage ratio | 3.75 |
Debt Including Capital Lease 57
Debt Including Capital Lease Obligations - Debt Maturing Within One Year (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Current maturities of long-term debt | $ 15 | $ 7.5 |
Debt Including Capital Lease 58
Debt Including Capital Lease Obligations - Long-term Debt Including Capital Lease Obligations (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Line of Credit Facility | ||
Long-term debt, gross | $ 481.2 | $ 491.9 |
Less: debt issuance costs | (2.7) | (3.1) |
Total debt including capital lease obligations, net of debt issuance costs | 478.5 | 488.8 |
Less: debt maturing within one year | 15 | 7.5 |
Long-term debt including capital lease obligations | $ 463.5 | 481.3 |
Revolving Credit Facility | ||
Line of Credit Facility | ||
Interest Rate | 2.23% | |
Long-term debt, gross | $ 101.2 | 111.9 |
Term Loan | ||
Line of Credit Facility | ||
Interest Rate | 2.59% | |
Long-term debt, gross | $ 300 | 300 |
Capital lease obligations | ||
Line of Credit Facility | ||
Interest Rate | 7.67% | |
Long-term debt, gross | $ 80 | $ 80 |
Equity - Rollforward (Details)
Equity - Rollforward (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Increase (Decrease) in Stockholders' Equity | ||||
Beginning balance, value | $ 134.6 | |||
Beginning balance, shares | 42,115,824 | |||
Net income (loss) | $ 35.8 | $ 25.9 | $ 58.8 | $ 37.6 |
Other comprehensive income | 3.8 | |||
Common stock issued - compensation plans, value | (0.5) | |||
Noncontrolling interest distributions | (4.8) | $ (1.7) | ||
Stock-based compensation expense | 4.9 | |||
Repurchases of Common Stock | (0.7) | |||
Ending balance, shares, value | $ 196.1 | $ 196.1 | ||
Ending balance, shares | 42,148,524 | 42,148,524 | ||
Common Stock | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Beginning balance, value | $ 0.4 | |||
Beginning balance, shares | 42,100,000 | |||
Common stock issued - compensation plans, shares | 100,000 | |||
Ending balance, shares, value | $ 0.4 | $ 0.4 | ||
Ending balance, shares | 42,200,000 | 42,200,000 | ||
Additional paid in capital | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Beginning balance, value | $ 129.9 | |||
Stock-based compensation expense | 4.9 | |||
Ending balance, shares, value | $ 134.8 | 134.8 | ||
Retained earnings | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Beginning balance, value | 16 | |||
Net income (loss) | 51.1 | |||
Ending balance, shares, value | 67.1 | 67.1 | ||
Accumulated other comprehensive income (loss) | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Beginning balance, value | (19) | |||
Other comprehensive income | 3.8 | |||
Ending balance, shares, value | (15.2) | (15.2) | ||
Treasury stock | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Beginning balance, value | (0.3) | |||
Common stock issued - compensation plans, value | (0.5) | |||
Repurchases of Common Stock | (0.7) | |||
Ending balance, shares, value | (1.5) | (1.5) | ||
Noncontrolling interest | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Beginning balance, value | 7.6 | |||
Net income (loss) | 7.7 | |||
Noncontrolling interest distributions | (4.8) | |||
Ending balance, shares, value | $ 10.5 | $ 10.5 |
Equity - Noncontrolling Interes
Equity - Noncontrolling Interest (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Noncontrolling Interest | ||||
Balance at December 31, 2016 and 2015, respectively | $ 7.6 | $ 3.8 | ||
Net income (loss) attributable to noncontrolling interest | $ 3.7 | $ 1.8 | 7.7 | 4.3 |
Noncontrolling interest distributions | (4.8) | (1.7) | ||
Balance at June 30, 2017 and 2016, respectively | $ 10.5 | $ 6.4 | $ 10.5 | $ 6.4 |
Equity - Share Repurchases (Det
Equity - Share Repurchases (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Feb. 20, 2017 | |
Equity [Abstract] | ||
Common stock amount authorized to be repurchased | $ 100,000,000 | |
Shares repurchased | 12,400 | |
Weighted average cost per share (in dollars per share) | $ 57.88 | |
Amount remained unused under repurchase program | $ 99,300,000 |
Transactions with WestRock an62
Transactions with WestRock and related-parties - Summary of Condensed Consolidated Statements of Operations (Details) - Affiliated Entity - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Operating Income (Loss) | ||||
Total allocated cost | $ 0 | $ 7 | $ 0 | $ 19.4 |
Cost of sales | ||||
Operating Income (Loss) | ||||
Total allocated cost | 0 | 1.4 | 0 | 5.7 |
Selling, general and administrative expenses | ||||
Operating Income (Loss) | ||||
Total allocated cost | 0 | 2.2 | 0 | 6.5 |
Interest expense, net | ||||
Operating Income (Loss) | ||||
Total allocated cost | $ 0 | $ 3.4 | $ 0 | $ 7.2 |
Transactions with WestRock an63
Transactions with WestRock and related-parties - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | May 16, 2016 | May 15, 2016 | |
Related Party Transaction | ||||||
Accounts payable | $ 75.9 | $ 79.2 | ||||
Minimum | ||||||
Related Party Transaction | ||||||
CTO Requirement | 45.00% | |||||
Maximum | ||||||
Related Party Transaction | ||||||
CTO Requirement | 55.00% | |||||
WestRock | ||||||
Related Party Transaction | ||||||
Accounts payable | $ 16.5 | |||||
WestRock | Purchase of Raw Material | ||||||
Related Party Transaction | ||||||
Purchases from related party | $ 7.5 | $ 20.1 |
Pension and post-retirement b64
Pension and post-retirement benefits - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Postemployment Benefits [Abstract] | ||
Net periodic benefit cost | $ 1.1 | $ 3.2 |
Pension and post-retirement b65
Pension and post-retirement benefits - Summary of Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Pensions | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Service cost | $ 0.3 | $ 0.6 |
Interest cost | 0.2 | 0.4 |
Expected return on plan assets | (0.2) | (0.4) |
Net periodic benefit cost (income) | 0.3 | 0.6 |
Other Benefits | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||
Service cost | 0 | 0 |
Interest cost | 0 | 0 |
Expected return on plan assets | 0 | 0 |
Net periodic benefit cost (income) | $ 0 | $ 0 |
Separation costs (Details)
Separation costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Other Income and Expenses [Abstract] | ||||
Separation costs | $ 0.2 | $ 4.7 | $ 0.5 | $ 11.1 |
Restructuring and other (inco67
Restructuring and other (income) charges, net - Restructuring (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Restructuring Charges | ||||
Severance and other employee-related costs | $ 0 | $ 0 | $ 1.3 | $ 4.5 |
Asset write-down | 0 | 0.3 | 0 | 0.4 |
Other (income) charges, net | 1.1 | 0.7 | 2.1 | 0.7 |
Total restructuring and other (income) charges, net | $ 1.1 | $ 1 | $ 3.4 | $ 5.6 |
Restructuring and other (inco68
Restructuring and other (income) charges, net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Severance costs | $ 0 | $ 0 | $ 1.3 | $ 4.5 |
Other (income) charges, net | 1.1 | 0.7 | 2.1 | 0.7 |
Additional miscellaneous exit costs | 0.7 | |||
Asset impairment | 0.4 | 0 | ||
Employee related severance cost | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Severance costs | $ 0 | 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 | |||
Palmeira, Santa Catarina, Brazil, Performance Chemicals | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Remaining restructuring cost | $ 1 | $ 1 | ||
Duque De Caxias, Rio de Janeiro, Brazil, Performance Chemicals | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Severance costs | 1.8 | |||
Asset impairment | 0.1 | |||
Duque De Caxias, Rio de Janeiro, Brazil, Performance Chemicals | Performance Chemicals | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||
Asset impairment | $ 0.3 |
Restructuring and other (inco69
Restructuring and other (income) charges, net - Roll forward of Restructuring Reserve (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Restructuring Reserve | |
Restructuring reserve, beginning balance | $ 2.2 |
Change in reserve | 3.4 |
Cash payments | (5) |
Other | (0.3) |
Restructuring reserve, ending balance | $ 0.3 |
Income Taxes - Effective tax ra
Income Taxes - Effective tax rate (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Effective Income Tax Rate Reconciliation, Percent | ||||
Effective tax rate | 32.50% | 32.70% | 32.40% | 38.80% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Millions | Jun. 30, 2017USD ($) |
Income Tax Disclosure [Abstract] | |
Anticipated decrease in unrecognized tax benefit | $ 0.4 |
Income Taxes - Tax Reconciliati
Income Taxes - Tax Reconciliation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Before tax | ||||
Income before income taxes | $ 53 | $ 38.5 | $ 87 | $ 61.4 |
Separation costs | 0.2 | 4.7 | 0.5 | 11.1 |
Restructuring & other (income) charges | 1.1 | 1 | 3.4 | 5.6 |
Results of legal entities with full valuation allowances | (0.3) | (0.9) | 1.5 | 2.8 |
Total discrete items | 1 | 4.8 | 5.4 | 19.5 |
Consolidated and combined operations, before discrete items | 54 | 43.3 | 92.4 | 80.9 |
Tax | ||||
Tax | 17.2 | 12.6 | 28.2 | 23.8 |
Separation costs, tax | 0.1 | 1.3 | 0.2 | 2.3 |
Restructuring & other (income) charges, tax | 0.2 | 0.6 | 1.1 | |
Other tax only discrete items | (0.6) | (0.1) | (0.4) | (0.2) |
Total discrete items, tax | (0.5) | 1.4 | 0.4 | 3.2 |
Combined operations, before discrete items, tax | $ 16.7 | $ 14 | $ 28.6 | $ 27 |
Effective tax rate | 32.50% | 32.70% | 32.40% | 38.80% |
EAETR | 30.90% | 32.30% | 31.00% | 33.40% |
Projected decrease in income (as a percent) | 70.00% |
Segment information (Details)
Segment information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting Information, Profit (Loss) | ||||
Net sales | $ 260.3 | $ 245.4 | $ 478.8 | $ 445 |
Segment operating profits | 57.1 | 49.2 | 97 | 88.5 |
Separation costs | (0.2) | (4.7) | (0.5) | (11.1) |
Restructuring and other (income) charges | (1.1) | (1) | (3.4) | (5.6) |
Interest expense, net | (2.8) | (5) | (6.1) | (10.4) |
Provision for income taxes | (17.2) | (12.6) | (28.2) | (23.8) |
Net income (loss) attributable to noncontrolling interests | (3.7) | (1.8) | (7.7) | (4.3) |
Net income (loss) attributable to Ingevity stockholders | 32.1 | 24.1 | 51.1 | 33.3 |
Performance Materials | ||||
Segment Reporting Information, Profit (Loss) | ||||
Net sales | 89.5 | 74.2 | 172.9 | 144.3 |
Segment operating profits | 30.7 | 26.2 | 60.2 | 56.9 |
Restructuring and other (income) charges, net | 0 | 0.8 | ||
Performance Chemicals | ||||
Segment Reporting Information, Profit (Loss) | ||||
Net sales | 170.8 | 171.2 | 305.9 | 300.7 |
Segment operating profits | 26.4 | 23 | 36.8 | 31.6 |
Restructuring and other (income) charges, net | $ 1.1 | $ 1 | $ 3.4 | $ 4.8 |
Earnings (loss) per share - Ear
Earnings (loss) per share - Earnings per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Earnings Per Share Reconciliation | |||||
Net income attributable to the Company | $ 32.1 | $ 24.1 | $ 51.1 | $ 33.3 | |
Per share data | |||||
Basic earnings per share (usd per share) | [1] | $ 0.76 | $ 0.57 | $ 1.21 | $ 0.79 |
Diluted earnings per share (usd per share) | [1] | $ 0.76 | $ 0.57 | $ 1.21 | $ 0.79 |
Shares | |||||
Weighted average number of shares of common stock outstanding - Basic | 42,145 | 42,102 | 42,136 | 42,102 | |
Weighted average additional shares assuming conversion of potential common shares | 282 | 24 | 258 | 24 | |
Shares - diluted basis | 42,427 | 42,126 | 42,394 | 42,126 | |
[1] | On May 15, 2016, WestRock distributed 42,102 thousand shares of Ingevity's common stock to holders of its common stock. Basic and diluted earnings (loss) per share for the three and six months ended June 30, 2016 is calculated using the weighted average number of common shares outstanding for the period beginning after the Distribution Date. Basic and diluted earnings (loss) per share for the three and six months ended June 30, 2017 is calculated using the weighted average number of common shares outstanding for the period. |
Earnings (loss) per share - Ant
Earnings (loss) per share - Antidilutive (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Potentially anti-dilutive shares (shares) | 94 | 157 | 132 | 157 |