x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
47-4027764
|
(State of other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
5255 Virginia Avenue
|
||
North Charleston, South Carolina 29406
|
||
(Address of principal executive offices) (Zip code)
|
Large Accelerated Filer
o
|
|
Accelerated Filer
o
|
|
|
|
Non-Accelerated Filer
x
|
|
Smaller reporting company
o
|
|
|
|
|
|
Emerging growth company
o
|
|
Page No.
|
|||
|
||||
|
||||
|
||||
|
||||
|
||||
|
Three Months Ended March 31,
|
||||||
In millions, except per share data
|
2017
|
|
2016
|
||||
Net sales
|
$
|
218.5
|
|
|
$
|
199.6
|
|
Cost of sales
|
147.8
|
|
|
136.6
|
|
||
Gross profit
|
70.7
|
|
|
63.0
|
|
||
Selling, general and administrative expenses
|
26.0
|
|
|
22.9
|
|
||
Research and technical expenses
|
5.1
|
|
|
4.6
|
|
||
Separation costs
|
0.3
|
|
|
6.4
|
|
||
Restructuring and other (income) charges, net
|
2.3
|
|
|
4.6
|
|
||
Other (income) expense, net
|
(0.3
|
)
|
|
(3.8
|
)
|
||
Interest expense, net
|
3.3
|
|
|
5.4
|
|
||
Income before income taxes
|
34.0
|
|
|
22.9
|
|
||
Provision for income taxes
|
11.0
|
|
|
11.2
|
|
||
Net income (loss)
|
23.0
|
|
|
11.7
|
|
||
Less: Net income (loss) attributable to noncontrolling interests
|
4.0
|
|
|
2.5
|
|
||
Net income (loss) attributable to Ingevity stockholders
|
$
|
19.0
|
|
|
$
|
9.2
|
|
|
|
|
|
||||
Per share data
|
|
|
|
||||
Basic earnings (loss) per share attributable to Ingevity stockholders
(1)
|
$
|
0.45
|
|
|
$
|
0.22
|
|
Diluted earnings (loss) per share attributable to Ingevity stockholders
(1)
|
0.45
|
|
|
0.22
|
|
(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 months ended March 31, 2016 is calculated using the number of common shares distributed on May 15, 2016. Basic and diluted earnings (loss) per share for the three months ended March 31, 2017 is calculated using the weighted average number of common shares outstanding for the period.
|
|
Three Months Ended March 31,
|
||||||
In millions
|
2017
|
|
2016
|
||||
Net income (loss)
|
$
|
23.0
|
|
|
$
|
11.7
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation adjustment
(1)
|
1.9
|
|
|
(1.1
|
)
|
||
|
|
|
|
||||
Derivative instruments:
|
|
|
|
||||
Unrealized gain (loss), net
|
—
|
|
|
0.6
|
|
||
Reclassifications of deferred derivative instruments (gain) loss, included in net income
(2)
|
—
|
|
|
(0.2
|
)
|
||
Net derivative instruments
|
—
|
|
|
0.4
|
|
||
|
|
|
|
||||
Other comprehensive income (loss), net of tax
|
1.9
|
|
|
(0.7
|
)
|
||
|
|
|
|
||||
Comprehensive income (loss)
|
24.9
|
|
|
11.0
|
|
||
Less: Comprehensive income (loss) attributable to
noncontrolling interests
|
4.0
|
|
|
2.5
|
|
||
Comprehensive income (loss) attributable to Ingevity stockholders
|
$
|
20.9
|
|
|
$
|
8.5
|
|
(1)
|
Income taxes are not provided on the equity in undistributed earnings of our foreign subsidiaries or affiliates since it is our intention that such earnings will remain invested in those affiliates permanently.
|
(2)
|
Amounts reflected in "Cost of sales" on the Consolidated Statements of Operations.
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
In millions, except share and par value data
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
29.7
|
|
|
$
|
30.5
|
|
Accounts receivable, net
of allowance of $0.5 million in 2017 and $0.3 million in 2016
|
107.0
|
|
|
89.8
|
|
||
Inventories, net
|
160.1
|
|
|
151.2
|
|
||
Prepaid and other current assets
|
25.8
|
|
|
23.7
|
|
||
Current assets
|
322.6
|
|
|
295.2
|
|
||
Property, plant and equipment, net
|
422.4
|
|
|
422.8
|
|
||
Goodwill
|
12.5
|
|
|
12.4
|
|
||
Other intangibles, net
|
6.7
|
|
|
7.3
|
|
||
Deferred income taxes
|
3.6
|
|
|
3.4
|
|
||
Restricted investment
|
70.2
|
|
|
69.7
|
|
||
Other assets
|
23.5
|
|
|
22.0
|
|
||
Total Assets
|
$
|
861.5
|
|
|
$
|
832.8
|
|
Liabilities and equity
|
|
|
|
||||
Accounts payable
|
$
|
75.3
|
|
|
$
|
79.2
|
|
Accrued expenses
|
16.3
|
|
|
19.3
|
|
||
Accrued payroll and employee benefits
|
16.5
|
|
|
25.6
|
|
||
Current maturities of long-term debt
|
11.3
|
|
|
7.5
|
|
||
Income taxes payable
|
8.0
|
|
|
5.3
|
|
||
Current liabilities
|
127.4
|
|
|
136.9
|
|
||
Long-term debt including capital lease obligations
|
490.8
|
|
|
481.3
|
|
||
Deferred income taxes
|
73.3
|
|
|
69.8
|
|
||
Other liabilities
|
11.2
|
|
|
10.2
|
|
||
Total Liabilities
|
702.7
|
|
|
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 March 31, 2017 and December 31, 2016)
|
—
|
|
|
—
|
|
||
Common stock
(par value $0.01 per share; 300,000,000 shares authorized; 42,157,635 and 42,116,430 issued; 42,141,152 and 42,115,824 outstanding at March 31, 2017 and December 31, 2016)
|
0.4
|
|
|
0.4
|
|
||
Additional paid-in capital
|
132.3
|
|
|
129.9
|
|
||
Retained earnings
|
35.0
|
|
|
16.0
|
|
||
Accumulated other comprehensive loss
|
(17.1
|
)
|
|
(19.0
|
)
|
||
Treasury stock, common stock, at cost
(16,483 shares at 2017; 606 shares at 2016)
|
(0.8
|
)
|
|
(0.3
|
)
|
||
Total Ingevity stockholders' equity
|
149.8
|
|
|
127.0
|
|
||
Noncontrolling interests
|
9.0
|
|
|
7.6
|
|
||
Total Equity
|
158.8
|
|
|
134.6
|
|
||
Total Liabilities and equity
|
$
|
861.5
|
|
|
$
|
832.8
|
|
|
|
Three Months Ended March 31, 2016
|
|||||||
In millions
|
|
As reported
|
Increase /(decrease)
|
Revised
|
|||||
Statement of Operations
|
|
|
|
|
|||||
Net sales
|
|
$
|
203.9
|
|
(4.3
|
)
|
$
|
199.6
|
|
Cost of sales
|
|
143.9
|
|
(7.3
|
)
|
136.6
|
|
||
Gross profit
|
|
60.0
|
|
3.0
|
|
63.0
|
|
||
Selling, general and administrative costs
|
|
23.0
|
|
(0.1
|
)
|
22.9
|
|
||
Income before income taxes
|
|
19.8
|
|
3.1
|
|
22.9
|
|
||
Provision for income taxes
|
|
10.0
|
|
1.2
|
|
11.2
|
|
||
Net income (loss)
|
|
9.8
|
|
1.9
|
|
11.7
|
|
||
Less: Net income (loss) attributable to noncontrolling interests
|
|
1.6
|
|
0.9
|
|
2.5
|
|
||
Net income (loss) attributable to Ingevity stockholders
|
|
$
|
8.2
|
|
1.0
|
|
$
|
9.2
|
|
In millions
|
|
Three Months Ended March 31, 2016
|
|||||||
Segment Information
|
|
As reported
|
Increase /(decrease)
|
Revised
|
|||||
Net sales
|
|
|
|
|
|||||
Performance Materials
|
|
$
|
70.8
|
|
(0.7
|
)
|
$
|
70.1
|
|
Performance Chemicals
|
|
133.1
|
|
(3.6
|
)
|
129.5
|
|
||
Total net sales
|
|
$
|
203.9
|
|
(4.3
|
)
|
$
|
199.6
|
|
|
|
|
|
|
|||||
Segment operating profit
|
|
|
|
|
|||||
Performance Materials
|
|
$
|
27.6
|
|
3.1
|
|
30.7
|
|
|
Performance Chemicals
|
|
8.6
|
|
—
|
|
8.6
|
|
||
Total segment operating profit
|
|
$
|
36.2
|
|
3.1
|
|
$
|
39.3
|
|
|
|
Three Months Ended March 31, 2016
|
|||||||
In millions
|
|
As reported
|
Increase /(decrease)
|
Revised
|
|||||
Statement of Cash Flows
|
|
|
|
|
|||||
Net income (loss)
|
|
$
|
9.8
|
|
1.9
|
|
$
|
11.7
|
|
Deferred income taxes
|
|
(3.8
|
)
|
1.4
|
|
(2.4
|
)
|
||
Accounts receivable, net
|
|
1.1
|
|
1.5
|
|
2.6
|
|
||
Inventories
|
|
(19.9
|
)
|
(0.7
|
)
|
(20.6
|
)
|
||
Prepaid and other current assets
|
|
(1.0
|
)
|
—
|
|
(1.0
|
)
|
||
Accrued expenses
|
|
7.8
|
|
(1.9
|
)
|
5.9
|
|
||
Changes in all other operating assets and liabilities, net
|
|
(1.9
|
)
|
(2.7
|
)
|
(4.6
|
)
|
||
Net cash provided by (used in) operating activities
|
|
(1.0
|
)
|
4.1
|
|
3.1
|
|
||
Transactions with WestRock, net
|
|
3.8
|
|
(4.1
|
)
|
(0.3
|
)
|
||
Net cash provided by (used in) financing activities
|
|
$
|
2.9
|
|
(4.1
|
)
|
$
|
(1.2
|
)
|
In millions
|
Level 1
(1)
|
|
Level 2
(2)
|
|
Level 3
(3)
|
|
Total
|
||||||||
March 31, 2017
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Equity investments
(4)
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation arrangement
(5)
|
1.3
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
||||
Separation-related Reimbursement Awards
(6)
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||
Total liabilities
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
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 EMA 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 months ended March 31, 2017 was
$0.2 million
.
|
In millions
|
March 31, 2017
|
|
December 31, 2016
|
||||
Raw materials
|
$
|
43.8
|
|
|
$
|
50.8
|
|
Production materials, stores and supplies
|
12.4
|
|
|
12.0
|
|
||
Finished and in-process goods
|
113.9
|
|
|
109.8
|
|
||
Subtotal
|
170.1
|
|
|
172.6
|
|
||
Less: excess of cost over LIFO cost
|
(10.0
|
)
|
|
(21.4
|
)
|
||
Inventories, net
|
$
|
160.1
|
|
|
$
|
151.2
|
|
In millions
|
March 31, 2017
|
|
December 31, 2016
|
||||
Machinery and equipment
|
$
|
768.6
|
|
|
$
|
764.0
|
|
Buildings and leasehold equipment
|
113.5
|
|
|
111.2
|
|
||
Land and land improvements
|
18.1
|
|
|
17.9
|
|
||
Construction in progress
|
29.2
|
|
|
26.3
|
|
||
Total cost
|
929.4
|
|
|
919.4
|
|
||
Less: accumulated depreciation
|
(507.0
|
)
|
|
(496.6
|
)
|
||
Property, plant and equipment, net
|
$
|
422.4
|
|
|
$
|
422.8
|
|
|
Operating Segments
|
|
|
||||||||
In millions
|
Performance Chemicals
|
|
Performance Materials
|
|
Total
|
||||||
December 31, 2016
|
$
|
8.1
|
|
|
$
|
4.3
|
|
|
$
|
12.4
|
|
Foreign currency translation
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
March 31, 2017
|
$
|
8.2
|
|
|
$
|
4.3
|
|
|
$
|
12.5
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
In millions
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net
|
||||||||||||
Brands
(1)
|
$
|
13.9
|
|
|
$
|
11.5
|
|
|
$
|
2.4
|
|
|
$
|
13.9
|
|
|
$
|
11.3
|
|
|
$
|
2.6
|
|
Customer contracts and relationships
|
28.3
|
|
|
24.0
|
|
|
4.3
|
|
|
28.2
|
|
|
23.5
|
|
|
4.7
|
|
||||||
Other intangibles, net
|
$
|
42.2
|
|
|
$
|
35.5
|
|
|
$
|
6.7
|
|
|
$
|
42.1
|
|
|
$
|
34.8
|
|
|
$
|
7.3
|
|
|
Three months ended March 31,
|
||||||
In millions
|
2017
|
|
2016
|
||||
Amortization expense
|
$
|
1.1
|
|
|
$
|
1.5
|
|
|
|
|
|
||||
In millions
|
March 31, 2017
|
|
December 31, 2016
|
||||
Current maturities of long-term debt
|
$
|
11.3
|
|
|
$
|
7.5
|
|
|
March 31, 2017
|
|
|
|
|
||||||
In millions
|
Interest rate
|
|
Maturity date
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
The Facilities:
|
|
|
|
|
|
|
|
||||
Revolving Credit Facility
(1)
|
2.26%
|
|
2021
|
|
$
|
125.0
|
|
|
$
|
111.9
|
|
Term Loan Facility
|
2.41%
|
|
2021
|
|
300.0
|
|
|
300.0
|
|
||
Capital lease obligations
|
7.67%
|
|
2027
|
|
80.0
|
|
|
80.0
|
|
||
Total debt including capital lease obligations
|
|
|
|
|
$
|
505.0
|
|
|
$
|
491.9
|
|
Less: debt issuance costs
|
|
|
|
|
(2.9
|
)
|
|
(3.1
|
)
|
||
Total debt including capital lease obligations, net of debt issuance costs
|
|
|
|
|
$
|
502.1
|
|
|
$
|
488.8
|
|
Less: debt maturing within one year
|
|
|
|
|
11.3
|
|
|
7.5
|
|
||
Long-term debt including capital lease obligations
|
|
|
|
|
$
|
490.8
|
|
|
$
|
481.3
|
|
(1)
|
Letters of credit outstanding under the revolving credit facility were
$3.7 million
and available funds under the facility was
$271.3 million
at March 31, 2017.
|
|
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 interests
|
|
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)
|
—
|
|
|
—
|
|
|
—
|
|
|
19.0
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
23.0
|
|
|||||||
Other comprehensive income
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|||||||
Common stock issued - compensation plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||||||
Noncontrolling interest distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
(2.6
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|||||||
Balance at March 31, 2017
|
42.1
|
|
|
$
|
0.4
|
|
|
$
|
132.3
|
|
|
$
|
35.0
|
|
|
$
|
(17.1
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
9.0
|
|
|
$
|
158.8
|
|
(1)
|
See Condensed Consolidated Statements of Comprehensive Income (Loss)
|
In millions
|
2017
|
|
2016
|
||||
Balance at December 31,
|
$
|
7.6
|
|
|
$
|
3.8
|
|
Net income (loss) attributable to noncontrolling interests
|
4.0
|
|
|
2.5
|
|
||
Noncontrolling interest distributions
|
(2.6
|
)
|
|
(0.9
|
)
|
||
Balance at March 31,
|
$
|
9.0
|
|
|
$
|
5.4
|
|
|
Three Months Ended
March 31, |
||||||
In millions
|
2017
|
|
2016
|
||||
Cost of sales
|
$
|
—
|
|
|
$
|
4.3
|
|
Selling, general and administrative expenses
|
—
|
|
|
4.3
|
|
||
Interest expense, net
|
—
|
|
|
3.8
|
|
||
Total allocated cost
(1)
|
$
|
—
|
|
|
$
|
12.4
|
|
(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.
|
|
Three Months Ended March 31, 2017
|
||||||
(in millions)
|
Pensions
|
|
Other Benefits
|
||||
Components of net periodic benefit cost (income):
|
|
|
|
||||
Service cost
(1)
|
$
|
0.3
|
|
|
$
|
—
|
|
Interest cost
(2)
|
0.2
|
|
|
—
|
|
||
Expected return on plan assets
(2)
|
(0.2
|
)
|
|
—
|
|
||
Net periodic benefit cost (income)
|
$
|
0.3
|
|
|
$
|
—
|
|
(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.
|
|
Three Months Ended March 31,
|
||||||
In millions
|
2017
|
|
2016
|
||||
Separation costs
|
$
|
0.3
|
|
|
$
|
6.4
|
|
|
Three Months Ended March 31,
|
||||||
In millions
|
2017
|
|
2016
|
||||
Restructuring and other (income) charges, net
|
|
|
|
||||
Severance and other employee-related costs
(1)
|
$
|
1.3
|
|
|
$
|
4.5
|
|
Asset write-downs
(2)
|
—
|
|
|
0.1
|
|
||
Other (income) charges, net
(3)
|
1.0
|
|
|
—
|
|
||
Total restructuring and other (income) charges, net
|
$
|
2.3
|
|
|
$
|
4.6
|
|
(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.
|
|
Balance at
|
|
Change in
|
|
Cash
|
|
|
|
Balance at
|
|||||||
In millions
|
12/31/2016
(1)
|
|
Reserve
(2)
|
|
Payments
|
|
Other
(3)
|
|
3/31/2017
(1)
|
|||||||
Restructuring Reserves
|
$
|
2.2
|
|
|
2.3
|
|
|
(3.1
|
)
|
|
—
|
|
|
$
|
1.4
|
|
(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.
|
|
Three Months Ended March 31,
|
||||
|
2017
|
|
2016
|
||
Effective tax rate
|
32.4
|
%
|
|
48.9
|
%
|
|
Three Months Ended March 31,
|
||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||
In millions, except percentages
|
Before tax
|
Tax
|
Effective tax rate % impact
|
|
Before tax
|
Tax
|
Effective tax rate % impact
|
||||||||||
Consolidated operations
|
$
|
34.0
|
|
$
|
11.0
|
|
32.4
|
%
|
|
$
|
22.9
|
|
$
|
11.2
|
|
48.9
|
%
|
|
|
|
|
|
|
|
|
||||||||||
Discrete items:
|
|
|
|
|
|
|
|
||||||||||
Separation costs
(1)
|
0.3
|
|
0.1
|
|
|
|
6.4
|
|
1.0
|
|
|
||||||
Restructuring & other (income) charges
(2)
|
2.3
|
|
0.6
|
|
|
|
—
|
|
—
|
|
|
||||||
Results of legal entities with full valuation allowances
(3)
|
1.8
|
|
—
|
|
|
|
5.6
|
|
—
|
|
|
||||||
Other tax only discrete items
|
—
|
|
0.2
|
|
|
|
—
|
|
(0.1
|
)
|
|
||||||
Total discrete items
|
4.4
|
|
0.9
|
|
|
|
12.0
|
|
0.9
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Consolidated operations, before discrete items
|
$
|
38.4
|
|
$
|
11.9
|
|
|
|
$
|
34.9
|
|
$
|
12.1
|
|
|
||
EAETR
(4)
|
|
|
31.0
|
%
|
|
|
|
34.7
|
%
|
(1)
|
Separation costs are primarily taxed at domestic tax rates resulting in a material tax benefit, see Note 13 for more information on the costs incurred.
|
(2)
|
Restructuring & other (income) charges were not treated as discrete in the first quarter of 2016.
|
(3)
|
Legal entities within the consolidated results of Ingevity with full valuation allowances are treated discretely for income tax purposes.
|
(4)
|
The decrease in the EAETR for the three months ended March 31, 2017 as compared to March 31, 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.
|
|
Three Months Ended March 31,
|
||||||
In millions
|
2017
|
|
2016
|
||||
Net sales
|
|
|
|
||||
Performance Materials
|
$
|
83.4
|
|
|
$
|
70.1
|
|
Performance Chemicals
|
135.1
|
|
|
129.5
|
|
||
Total net sales
(1)
|
218.5
|
|
|
199.6
|
|
||
|
|
|
|
||||
Segment operating profit
(2)
|
|
|
|
||||
Performance Materials
|
29.5
|
|
|
30.7
|
|
||
Performance Chemicals
|
10.4
|
|
|
8.6
|
|
||
Total segment operating profit
(1)
|
39.9
|
|
|
39.3
|
|
||
|
|
|
|
||||
Separation costs
(3)
|
(0.3
|
)
|
|
(6.4
|
)
|
||
Restructuring and other income (charges)
(4)
|
(2.3
|
)
|
|
(4.6
|
)
|
||
Interest expense, net
|
(3.3
|
)
|
|
(5.4
|
)
|
||
Provision for income taxes
|
(11.0
|
)
|
|
(11.2
|
)
|
||
Net income (loss) attributable to noncontrolling interests
|
(4.0
|
)
|
|
(2.5
|
)
|
||
Net income (loss) attributable to Ingevity stockholders
|
$
|
19.0
|
|
|
$
|
9.2
|
|
(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 interests.
|
(3)
|
See Note 13 for more information on separation costs.
|
(4)
|
For the three months ended March 31, 2017, the charges related to Performance Chemicals:
$2.3 million
. For the three months ended March 31, 2016 the charges related to Performance Materials:
$0.8 million
and Performance Chemicals:
$3.8 million
.
|
|
Three Months Ended March 31,
|
||||||
In millions (except share and per share data)
|
2017
|
|
2016
|
||||
Net income (loss) attributable to Ingevity stockholders
|
$
|
19.0
|
|
|
$
|
9.2
|
|
|
|
|
|
||||
Basic and Diluted earnings (loss) per share
(1)
|
|
|
|
||||
Basic earnings (loss) per share
|
$
|
0.45
|
|
|
$
|
0.22
|
|
Diluted earnings (loss) per share
|
0.45
|
|
|
0.22
|
|
||
|
|
|
|
||||
Shares
(2)
:
|
|
|
|
||||
Weighted average number of shares of common stock outstanding - Basic
|
42,127
|
|
|
42,102
|
|
||
Weighted average additional shares assuming conversion of potential common shares
|
249
|
|
|
—
|
|
||
Shares - diluted basis
|
42,376
|
|
|
42,102
|
|
(1)
|
Diluted earnings (loss) per share is calculated using net income (loss) available to common shareholders 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 months ended March 31, 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 months ended March 31, 2016 is calculated using the number of common shares distributed on May 15, 2016.
|
(2)
|
Shares are presented in thousands.
|
|
Three Months Ended March 31,
|
||||
In thousands
|
2017
|
|
2016
|
||
Average number of potential common shares - antidilutive
|
59
|
|
|
—
|
|
•
|
we may be adversely affected by general economic and financial conditions beyond our control;
|
•
|
we are exposed to risks related to our international sales and operations;
|
•
|
our reported results could be adversely affected by currency exchange rates and currency devaluation could impair our competitiveness;
|
•
|
our operations outside the United States require us to comply with a number of U.S. and foreign regulations, violations of which could have a material adverse effect on our financial condition and results of operations;
|
•
|
we are dependent upon attracting and retaining key personnel;
|
•
|
adverse conditions in the global automotive market may adversely affect demand for our automotive carbon products;
|
•
|
if increasingly more stringent air quality standards worldwide are not adopted, our growth could be impacted;
|
•
|
we may be adversely affected by a decrease in government infrastructure spending;
|
•
|
our printing inks business serves customers in a market that is facing declining volumes;
|
•
|
our Performance Chemicals segment is highly dependent on crude tall oil ("CTO") which is limited in supply;
|
•
|
lack of access to sufficient CTO would impact our ability to produce CTO-based products;
|
•
|
a prolonged period of low energy prices may materially impact our results of operations;
|
•
|
we face competition from producers of substitute products and new technologies;
|
•
|
we are dependent upon third parties for the provision of certain critical operating services at several of our facilities;
|
•
|
the occurrence of a natural disaster, such as a hurricane, winter or tropical storm, earthquake, tornado, flood, fire or other matters such as labor difficulties, equipment failure or unscheduled maintenance and repair, which could result in operational disruptions of varied duration;
|
•
|
our ability to protect our intellectual property and other proprietary information;
|
•
|
information technology security risks;
|
•
|
government policies and regulations, including, but not limited, to those affecting the environment, climate change, tax policies and the chemicals industry; and
|
•
|
losses due to lawsuits arising out of environmental damage or personal injuries associated with chemical or other manufacturing processes.
|
|
Three Months Ended March 31,
|
||||||
In millions
|
2017
|
|
2016
|
||||
Net sales
|
$
|
218.5
|
|
|
$
|
199.6
|
|
Cost of sales
|
147.8
|
|
|
136.6
|
|
||
Gross profit
|
70.7
|
|
|
63.0
|
|
||
Selling, general and administrative expenses
|
26.0
|
|
|
22.9
|
|
||
Research and technical expenses
|
5.1
|
|
|
4.6
|
|
||
Separation costs
|
0.3
|
|
|
6.4
|
|
||
Restructuring and other (income) charges, net
|
2.3
|
|
|
4.6
|
|
||
Other (income) expense, net
|
(0.3
|
)
|
|
(3.8
|
)
|
||
Interest expense, net
|
3.3
|
|
|
5.4
|
|
||
Income before income taxes
|
34.0
|
|
|
22.9
|
|
||
Provision for income taxes
|
11.0
|
|
|
11.2
|
|
||
Net income (loss)
|
23.0
|
|
|
11.7
|
|
||
Less: Net income (loss) attributable to noncontrolling interests
|
4.0
|
|
|
2.5
|
|
||
Net income (loss) attributable to Ingevity stockholders
|
$
|
19.0
|
|
|
$
|
9.2
|
|
In millions
|
2017
|
|
Percentage
change vs. prior year |
|
Currency
effect |
|
Price/Mix
|
|
Volume
|
||
Net sales - three months ended March 31
|
$
|
218.5
|
|
|
9%
|
|
—%
|
|
(6)%
|
|
15%
|
|
Three Months Ended March 31,
|
||||||
In millions
|
2017
|
|
2016
|
||||
Restructuring and other (income) charges, net
|
|
|
|
||||
Severance and other employee-related costs
(1)
|
$
|
1.3
|
|
|
$
|
4.5
|
|
Asset write-downs
(2)
|
—
|
|
|
0.1
|
|
||
Other (income) charges, net
(3)
|
1.0
|
|
|
—
|
|
||
Total restructuring and other (income) charges, net
|
$
|
2.3
|
|
|
$
|
4.6
|
|
(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.
|
|
Three Months Ended March 31,
|
||||||
In millions
|
2017
|
|
2016
|
||||
Foreign currency exchange (income) loss
(1)
|
$
|
(0.1
|
)
|
|
$
|
(3.7
|
)
|
Royalty and sundry (income) loss
(2)
|
(0.4
|
)
|
|
(0.1
|
)
|
||
Other (income) expense, net
|
0.2
|
|
|
—
|
|
||
Total Other (income) expense, net
|
$
|
(0.3
|
)
|
|
$
|
(3.8
|
)
|
(1)
|
Income in 2016 was primarily due to unrealized foreign currency exchange gains associated with intercompany loans (Performance
|
(2)
|
Primarily represents royalty income for technology licensing.
|
|
Three Months Ended March 31,
|
||||||
In millions
|
2017
|
|
2016
|
||||
Allocated interest expense from WestRock
|
$
|
—
|
|
|
$
|
3.8
|
|
Interest expense on capital lease obligations
|
1.5
|
|
|
1.6
|
|
||
Interest expense associated with our Facilities
(1)
|
2.7
|
|
|
—
|
|
||
Interest income associated with our Restricted investment
|
(0.5
|
)
|
|
—
|
|
||
Capitalized interest
|
(0.4
|
)
|
|
—
|
|
||
Total Interest expense, net
|
$
|
3.3
|
|
|
$
|
5.4
|
|
In millions
|
Three Months Ended March 31,
|
||||||
2017
|
|
2016
|
|||||
Net sales
|
$
|
83.4
|
|
|
$
|
70.1
|
|
Segment operating profit
|
$
|
29.5
|
|
|
$
|
30.7
|
|
Performance Materials
(In millions)
|
2017
|
|
Percentage
change vs. prior year |
|
Currency
effect |
|
Price/Mix
|
|
Volume
|
||||||
Net sales - three months ended March 31
|
$
|
83.4
|
|
|
19
|
%
|
|
(1
|
)%
|
|
(4
|
)%
|
|
24
|
%
|
|
Three Months Ended March 31,
|
||||||
In millions
|
2017
|
|
2016
|
||||
Net sales
|
|
|
|
||||
Pavement Technologies product line
|
$
|
17.0
|
|
|
$
|
18.4
|
|
Oilfield Technologies product line
|
18.3
|
|
|
13.2
|
|
||
Industrial Specialties product line
|
99.8
|
|
|
97.9
|
|
||
Total Performance Chemicals - Net sales
|
$
|
135.1
|
|
|
$
|
129.5
|
|
|
|
|
|
||||
Segment operating profit
|
$
|
10.4
|
|
|
$
|
8.6
|
|
Performance Chemicals
(In millions)
|
2017
|
|
Percentage
change vs. prior year |
|
Currency
effect |
|
Price/Mix
|
|
Volume
|
||||||
Net sales - three months ended March 31
|
$
|
135.1
|
|
|
4
|
%
|
|
—
|
%
|
|
(7
|
)%
|
|
11
|
%
|
Reconciliation of Segment Operating Profit to Segment EBITDA
|
|||||||
|
|
|
|
||||
|
|
|
|
||||
Performance Materials
|
Three Months Ended March 31,
|
||||||
In millions
|
2017
|
|
2016
|
||||
Segment operating profit (GAAP)
|
$
|
29.5
|
|
|
$
|
30.7
|
|
Depreciation and amortization
|
5.0
|
|
|
3.2
|
|
||
Segment EBITDA (Non-GAAP)
|
$
|
34.5
|
|
|
$
|
33.9
|
|
|
|
|
|
||||
|
|
|
|
||||
Performance Chemicals
|
Three Months Ended March 31,
|
||||||
In millions
|
2017
|
|
2016
|
||||
Segment operating profit (GAAP)
|
$
|
10.4
|
|
|
$
|
8.6
|
|
Depreciation and amortization
|
5.3
|
|
|
5.8
|
|
||
Segment EBITDA (Non-GAAP)
|
$
|
15.7
|
|
|
$
|
14.4
|
|
|
Three Months Ended March 31,
|
||||||
In millions
|
2017
|
|
2016
|
||||
Net cash provided (used) by operating activities
|
$
|
6.5
|
|
|
$
|
3.1
|
|
Net cash provided (used) by investing activities
|
(16.3
|
)
|
|
(11.3
|
)
|
||
Net cash provided (used) by financing activities
|
10.0
|
|
|
(1.2
|
)
|
In millions
|
March 31, 2017
|
|
December 31, 2016
|
||||
Cash and cash equivalents
|
$
|
29.7
|
|
|
$
|
30.5
|
|
Accounts receivable, net
|
107.0
|
|
|
89.8
|
|
||
Inventories, net
|
160.1
|
|
|
151.2
|
|
||
Prepaid and other current assets
|
25.8
|
|
|
23.7
|
|
||
Total current assets
|
$
|
322.6
|
|
|
$
|
295.2
|
|
In millions
|
March 31, 2017
|
|
December 31, 2016
|
||||
Accounts payable
|
$
|
75.3
|
|
|
$
|
79.2
|
|
Accrued expenses
|
16.3
|
|
|
19.3
|
|
||
Accrued payroll and employee benefits
|
16.5
|
|
|
25.6
|
|
||
Current maturities of long-term debt
|
11.3
|
|
|
7.5
|
|
||
Income taxes payable
|
8.0
|
|
|
5.3
|
|
||
Total current liabilities
|
$
|
127.4
|
|
|
$
|
136.9
|
|
Capital expenditure categories
|
Three Months Ended March 31,
|
||||||
In millions
|
2017
|
|
2016
|
||||
Maintenance
|
$
|
5.9
|
|
|
$
|
3.0
|
|
Safety, health and environment
|
1.6
|
|
|
1.4
|
|
||
Growth and cost improvement
|
3.2
|
|
|
6.9
|
|
||
Total capital expenditures
|
$
|
10.7
|
|
|
$
|
11.3
|
|
Exhibit No.
|
Description of Exhibit
|
10.1*+
|
Letter Agreement between Ingevity Corporation and Edward A. Rose dated January 31, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on February 3, 2017).
|
|
|
10.2*+
|
Consulting Agreement between Ingevity Corporation and Edward A. Rose dated February 1, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on February 3, 2017).
|
|
|
10.3
*+
|
Change in control and severance agreement between Ingevity Corporation and D. Michael Wilson dated March 1, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on March 7, 2017).
|
|
|
10.4*+
|
Change in control and severance agreement between Ingevity Corporation and John C. Fortson dated March 1, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on March 7, 2017).
|
|
|
10.5*+
|
Change in control and severance agreement between Ingevity Corporation and Katherine P. Burgeson dated March 1, 2017 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on March 7, 2017).
|
|
|
10.6*+
|
Change in control and severance agreement between Ingevity Corporation and S. Edward Woodcock, Jr. dated March 1, 2017 (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on March 7, 2017).
|
|
|
10.7
|
Amendment No. 1 dated March 1, 2017, to Crude Tall Oil and Black Liquor Soap Skimming Agreement by and between WestRock Shared Services, LLC, WestRock MWV, LLC, on behalf of the affiliates of WestRock Company, and Ingevity Corporation.
|
|
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certification of Ingevity's Principal Executive Officer.
|
|
|
31.2
|
Rule 13a-14(a)/15d-14(a) Certification of Ingevity's Principal Financial Officer.
|
|
|
32.1
|
Section 1350 Certification of Ingevity's Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
|
|
|
32.2
|
Section 1350 Certification of Ingevity's Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
|
|
|
101
|
Interactive Data File
|
INGEVITY CORPORATION
|
|
(Registrant)
|
|
|
|
By:
|
/S/ JOHN C. FORTSON
|
|
John C. Fortson
|
|
Executive Vice President, Chief Financial Officer & Treasurer
|
|
(Principal Financial Officer and Duly Authorized Officer)
|
Exhibit No.
|
Description of Exhibit
|
10.1*+
|
Letter Agreement between Ingevity Corporation and Edward A. Rose dated January 31, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on February 3, 2017).
|
|
|
10.2*+
|
Consulting Agreement between Ingevity Corporation and Edward A. Rose dated February 1, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on February 3, 2017).
|
|
|
10.3*+
|
Change in control and severance agreement between Ingevity Corporation and D. Michael Wilson dated March 1, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on March 7, 2017).
|
|
|
10.4*+
|
Change in control and severance agreement between Ingevity Corporation and John C. Fortson dated March 1, 2017 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on March 7, 2017).
|
|
|
10.5*+
|
Change in control and severance agreement between Ingevity Corporation and Katherine P. Burgeson dated March 1, 2017 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on March 7, 2017).
|
|
|
10.6*+
|
Change in control and severance agreement between Ingevity Corporation and S. Edward Woodcock, Jr. dated March 1, 2017 (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, as filed with the U.S. Securities and Exchange Commission on March 7, 2017).
|
|
|
10.7
|
Amendment No. 1 dated March 1, 2017, to Crude Tall Oil and Black Liquor Soap Skimming Agreement by and between WestRock Shared Services, LLC, WestRock MWV, LLC, on behalf of the affiliates of WestRock Company, and Ingevity Corporation.
|
|
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certification of Ingevity's Principal Executive Officer.
|
|
|
31.2
|
Rule 13a-14(a)/15d-14(a) Certification of Ingevity's Principal Financial Officer.
|
|
|
32.1
|
Section 1350 Certification of Ingevity's Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
|
|
|
32.2
|
Section 1350 Certification of Ingevity's Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
|
|
|
101
|
Interactive Data File
|
i.
|
The reference to “Tres Barras, Santa Catarina Brazil” is deleted from Section 1(B);
|
ii.
|
Sections 2(D)(i) and 3(D) and Exhibit E are deleted from the Agreement and replaced with “RESERVED”;
|
iii.
|
The reference to “Brazil” is deleted from Section 16;
|
iv.
|
In the table contained in Exhibit B, the reference to “Tres Barras, Brazil” and the accompanying information is deleted; and
|
v.
|
The reference to “Note 3” is deleted from Exhibit B.
|
E.
|
Freight
:
|
a.
|
CTO
: Minimum Product weight in pounds for tank truck deliveries is 45,600. Minimum Product weight in pounds for rail cars will be calculated as 95% of the volume capacity rating, by gallons, of the individual railcar used multiplied by 8.0 pounds/gallon.
|
b.
|
BLSS
: Minimum Product weight in pounds for tank trucks is 42,750 for tank trucks originating from the Demopolis, Florence, and Panama City Mills. Minimum Product weight in pounds for tank trucks is 39,900 for tank truck originating from the Evadale Mill.
|
INGEVITY CORPORATION
|
|
WESTROCK SHARED
SERVICES, LLC
|
|
|
|
By:_
/S/ S. Edward Woodcock, Jr.
____
|
|
By:_
/S/ John D. Stakel
_
|
Name: S. Edward Woodcock, Jr.
|
|
Name: John D. Stakel
|
Title: EVP & President, Performance Materials
|
|
Title: Senior Vice President
|
Date: March 1, 2017
|
|
Date: March 8, 2017
|
|
|
|
|
|
WESTROCK MWV, LLC
|
|
|
|
|
|
By:_
/S/ John D. Stakel
_
|
|
|
Name: John D. Stakel
|
|
|
Title: Senior Vice President
|
|
|
Date: March 8, 2017
|
1.
|
I have reviewed this report on Form 10-Q of Ingevity Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 4, 2017
|
|
|
|
|
By:
|
/S/ D. MICHAEL WILSON
|
|
D. Michael Wilson
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q of Ingevity Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 4, 2017
|
|
|
|
|
By:
|
/S/ JOHN C. FORTSON
|
|
John C. Fortson
|
|
Executive Vice President, Chief Financial Officer & Treasurer
|
|
/S/ D. MICHAEL WILSON
|
D. Michael Wilson
|
President and Chief Executive Officer
|
|
/S/ JOHN C. FORTSON
|
John C. Fortson
|
Executive Vice President, Chief Financial Officer & Treasurer
|