INNOSPEC INC., 10-Q filed on 07 Aug 24
v3.24.2.u1
Cover Page - shares
6 Months Ended
Jun. 30, 2024
Jul. 31, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Document Quarterly Report true  
Document Transition Report false  
Current Fiscal Year End Date --12-31  
Document Period End Date Jun. 30, 2024  
Entity File Number 1-13879  
Entity Registrant Name INNOSPEC INC.  
Entity Central Index Key 0001054905  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 98-0181725  
City Area Code 303  
Entity Address, Postal Zip Code 80112  
Local Phone Number 792 5554  
Security Exchange Name NASDAQ  
Title of 12(b) Security Common stock  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   24,941,421
Entity Address, Address Line One 8310 South Valley Highway  
Entity Address, Address Line Two Suite 350  
Entity Address, City or Town Englewood  
Entity Address, State or Province CO  
Trading Symbol IOSP  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
v3.24.2.u1
Condensed Consolidated Statements of Income (Unaudited) - USD ($)
shares in Thousands, $ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]        
Net sales $ 435.0 $ 480.4 $ 935.2 $ 990.0
Cost of goods sold (308.1) (330.0) (652.6) (691.8)
Gross profit 126.9 150.4 282.6 298.2
Operating expenses:        
Selling, general and administrative (73.4) (105.6) (166.1) (201.8)
Research and development (12.2) (10.6) (24.0) (21.2)
Adjustment to fair value of contingent consideration (0.6) 0.0 (1.4) 0.0
Profit on disposal of property, plant and equipment 0.0 0.0 0.1 0.0
Total operating expenses (86.2) (116.2) (191.4) (223.0)
Operating income 40.7 34.2 91.2 75.2
Other income, net 0.9 2.7 3.6 6.4
Interest income/(expense), net 2.1 (0.3) 4.2 0.0
Income before income tax expense 43.7 36.6 99.0 81.6
Income tax expense (12.5) (7.7) (26.4) (19.5)
Net income $ 31.2 $ 28.9 $ 72.6 $ 62.1
Earnings per share:        
Basic $ 1.25 $ 1.16 $ 2.91 $ 2.5
Diluted $ 1.24 $ 1.16 $ 2.89 $ 2.48
Weighted average shares outstanding (in thousands):        
Basic 24,937 24,868 24,918 24,835
Diluted 25,097 24,980 25,091 25,010
v3.24.2.u1
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income $ 31.2 $ 28.9 $ 72.6 $ 62.1
Changes in cumulative translation adjustment (6.3) 1.7 (14.0) 6.8
Amortization of prior service cost 0.2 0.1 0.3 0.2
Amortization of actuarial net gains 0.0 (0.5) (0.1) (1.0)
Other comprehensive income/(loss), before tax (6.1) 1.3 (13.8) 6.0
Tax related to cumulative translation adjustment 1.0 (0.3) 1.4 (0.7)
Tax related to other movements (0.1) 0.1 (0.1) 0.2
Income tax income/(expense) related to other comprehensive income 0.9 (0.2) 1.3 (0.5)
Total comprehensive income $ 26.0 $ 30.0 $ 60.1 $ 67.6
v3.24.2.u1
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 240.2 $ 203.7
Trade and other accounts receivable (less allowances of $9.4 million and $10.3 million respectively) 300.3 359.8
Inventories (less allowances of $38.0 million and $28.1 million respectively):    
Finished goods 210.9 215.7
Raw materials 102.6 84.4
Total inventories 313.5 300.1
Prepaid expenses 9.7 18.7
Prepaid income taxes 12.1 2.8
Other current assets 1.0 0.6
Total current assets 876.8 885.7
Net property, plant and equipment 271.9 268.3
Operating lease right-of-use assets 47.9 45.1
Goodwill 388.2 399.3
Other intangible assets 61.4 57.3
Deferred tax assets 10.4 10.4
Pension asset 37.0 35.1
Other non-current assets 6.7 6.2
Total assets 1,700.3 1,707.4
Current liabilities:    
Accounts payable 147.7 163.6
Accrued liabilities 143.1 185.9
Current portion of operating lease liabilities 14.9 13.6
Current portion of plant closure provisions 4.6 4.6
Current portion of accrued income taxes 21.3 2.6
Current portion of unrecognized tax benefits 1.2 1.2
Total current liabilities 332.8 371.5
Operating lease liabilities, net of current portion 33.2 31.6
Plant closure provisions, net of current portion 56.5 57.0
Accrued income taxes, net of current portion 0.0 11.6
Unrecognized tax benefits 10.7 13.6
Deferred tax liabilities 35.4 33.5
Pension liabilities and post-employment benefits 12.7 13.3
Acquisition-related contingent consideration 20.2 23.4
Other non-current liabilities 2.9 2.3
Total liabilities 504.4 557.8
Equity:    
Common stock, $0.01 par value, authorized 40,000,000 shares, issued 29,554,500 shares 0.3 0.3
Additional paid-in capital 364.5 361.0
Treasury stock (4,613,079 and 4,686,511 shares at cost, respectively) (93.4) (94.3)
Retained earnings 1,081.8 1,028.2
Accumulated other comprehensive loss (160.6) (148.1)
Total Innospec stockholders' equity 1,192.6 1,147.1
Non-controlling interest 3.3 2.5
Total equity 1,195.9 1,149.6
Total liabilities and equity $ 1,700.3 $ 1,707.4
v3.24.2.u1
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Allowances for doubtful accounts $ 9.4 $ 10.3
Inventory allowances $ 38.0 $ 28.1
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 40,000,000 40,000,000
Common stock, shares issued 29,554,500 29,554,500
Treasury stock, shares 4,613,079 4,686,511
v3.24.2.u1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash Flows from Operating Activities    
Net income $ 72.6 $ 62.1
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 21.5 19.2
Adjustment to fair value of contingent consideration 1.4 0.0
Deferred taxes 0.7 1.1
Profit on disposal of property, plant and equipment (0.1) 0.0
Non-cash movements on defined benefit pension plans (1.6) (1.7)
Stock option compensation 4.2 3.9
Changes in assets and liabilities, net of effects of acquired and divested companies:    
Trade and other accounts receivable 54.5 26.4
Inventories (17.8) 19.0
Prepaid expenses 8.9 3.8
Accounts payable and accrued liabilities (55.6) (37.7)
Plant closure provisions (0.1) (0.5)
Income taxes (0.1) (21.6)
Unrecognized tax benefits (2.9) 0.6
Other assets and liabilities (0.3) 2.2
Net cash provided by operating activities 85.3 76.8
Cash Flows from Investing Activities    
Capital expenditures (21.6) (32.6)
Internally developed software (8.1) (6.7)
Business combinations, net of cash acquired (0.2) 0.0
Proceeds on disposal of property, plant and equipment 0.2 0.0
Net cash used in investing activities (29.7) (39.3)
Cash Flows from Financing Activities    
Non-controlling interest 0.8 0.2
Refinancing costs (0.3) (1.5)
Dividend paid (19.0) (17.2)
Issue of treasury stock 0.8 0.7
Repurchase of common stock (0.7) (1.0)
Net cash used in financing activities (18.4) (18.8)
Effect of foreign currency exchange rate changes on cash (0.7) 0.1
Net change in cash and cash equivalents 36.5 18.8
Cash and cash equivalents at beginning of period 203.7 147.1
Cash and cash equivalents at end of period $ 240.2 $ 165.9
v3.24.2.u1
Condensed Consolidated Statements of Equity (Unaudited) - USD ($)
$ in Millions
Total
Common Stock [Member]
Additional Paid-In Capital [Member]
Treasury Stock [Member]
Retained Earnings [Member]
Accumulated Other Comprehensive Loss [Member]
Non-Controlling Interest [Member]
Beginning Balance at Dec. 31, 2022 $ 1,040.4 $ 0.3 $ 354.1 $ (95.4) $ 924.2 $ (145.2) $ 2.4
Net income 62.1       62.1    
Dividend paid (17.2)       (17.2)    
Changes in cumulative translation adjustment, net of tax 6.1         6.1  
Share of net income 0.2           0.2
Treasury stock reissued 0.8   (1.3) 2.1      
Treasury stock repurchased (0.9)     (0.9)      
Stock option compensation 3.9   3.9        
Amortization of prior service cost, net of tax 0.2         0.2  
Amortization of actuarial net losses, net of tax (0.8)         (0.8)  
Ending Balance at Jun. 30, 2023 1,094.8 0.3 356.7 (94.2) 969.1 (139.7) 2.6
Beginning Balance at Mar. 31, 2023 1,080.6 0.3 354.8 (93.5) 957.4 (140.8) 2.4
Net income 28.9       28.9    
Dividend paid (17.2)       (17.2)    
Changes in cumulative translation adjustment, net of tax 1.4         1.4  
Non-controlling interest 0.2           0.2
Treasury stock reissued (0.1)   (0.1) 0.0      
Treasury stock repurchased (0.7)     (0.7)      
Stock option compensation 2.0   2.0        
Amortization of prior service cost, net of tax 0.1         0.1  
Amortization of actuarial net losses, net of tax (0.4)         (0.4)  
Ending Balance at Jun. 30, 2023 1,094.8 0.3 356.7 (94.2) 969.1 (139.7) 2.6
Beginning Balance at Dec. 31, 2023 1,149.6 0.3 361.0 (94.3) 1,028.2 (148.1) 2.5
Net income 72.6       72.6    
Dividend paid (19.0)       (19.0)    
Changes in cumulative translation adjustment, net of tax (12.6)         (12.6)  
Share of net income 0.8           0.8
Treasury stock reissued 0.9   (0.7) 1.6      
Treasury stock repurchased (0.7)     (0.7)      
Stock option compensation 4.2   4.2        
Amortization of prior service cost, net of tax 0.2         0.2  
Amortization of actuarial net losses, net of tax (0.1)         (0.1)  
Ending Balance at Jun. 30, 2024 1,195.9 0.3 364.5 (93.4) 1,081.8 (160.6) 3.3
Beginning Balance at Mar. 31, 2024 1,186.2 0.3 362.4 (93.3) 1,069.6 (155.4) 2.6
Net income 31.2       31.2    
Dividend paid (19.0)       (19.0)    
Changes in cumulative translation adjustment, net of tax (5.3)         (5.3)  
Share of net income 0.7           0.7
Treasury stock reissued 0.2   0.0 0.2      
Treasury stock repurchased (0.3)     (0.3)      
Stock option compensation 2.1   2.1        
Amortization of prior service cost, net of tax 0.1         0.1  
Ending Balance at Jun. 30, 2024 $ 1,195.9 $ 0.3 $ 364.5 $ (93.4) $ 1,081.8 $ (160.6) $ 3.3
v3.24.2.u1
Condensed Consolidated Statements of Equity (Parenthetical) (Unaudited) - $ / shares
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Stockholders' Equity [Abstract]        
Dividend paid, per share $ 0.76 $ 0.69 $ 0.76 $ 0.69
v3.24.2.u1
Basis of Presentation
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position, results of operations and cash flows.

It is our opinion, however, that all adjustments (consisting of normal, recurring adjustments, unless otherwise disclosed) have been made which are necessary for the condensed consolidated financial statements to be fairly stated. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 14, 2024 (the “2023 Form 10-K”).

The results for the interim period covered by this report are not necessarily indicative of the results to be expected for the full year.

When we use the terms “Innospec,” “the Corporation,” “the Company,” “Registrant,” “the Group,” “we,” “us” and “our,” we are referring to Innospec Inc. and its consolidated subsidiaries unless otherwise indicated or the context otherwise requires.

v3.24.2.u1
Segment Reporting
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Segment Reporting

NOTE 2 – SEGMENT REPORTING

The Company reports its financial performance based on three reportable segments, which are Performance Chemicals, Fuel Specialties and Oilfield Services.

The Company evaluates the performance of its segments based on operating income. The following table analyzes sales and other financial information by the Company’s reportable segments:

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

Personal Care

 

$

97.7

 

 

$

78.6

 

 

$

192.5

 

 

$

166.8

 

Home Care

 

 

24.3

 

 

 

19.7

 

 

 

50.7

 

 

 

43.4

 

Other

 

 

38.1

 

 

 

29.5

 

 

 

77.7

 

 

 

69.0

 

Performance Chemicals

 

 

160.1

 

 

 

127.8

 

 

 

320.9

 

 

 

279.2

 

Refinery and Performance

 

 

109.1

 

 

 

119.1

 

 

 

254.2

 

 

 

268.6

 

Other

 

 

57.5

 

 

 

35.1

 

 

 

89.3

 

 

 

75.9

 

Fuel Specialties

 

 

166.6

 

 

 

154.2

 

 

 

343.5

 

 

 

344.5

 

Oilfield Services

 

 

108.3

 

 

 

198.4

 

 

 

270.8

 

 

 

366.3

 

 

$

435.0

 

 

$

480.4

 

 

$

935.2

 

 

$

990.0

 

Operating income/(loss):

 

 

 

 

 

 

 

 

 

 

 

 

Performance Chemicals

 

$

21.2

 

 

$

9.2

 

 

$

42.3

 

 

$

19.6

 

Fuel Specialties

 

 

30.4

 

 

 

17.1

 

 

 

63.8

 

 

 

49.5

 

Oilfield Services

 

 

7.3

 

 

 

28.0

 

 

 

24.2

 

 

 

43.9

 

Corporate costs

 

 

(17.6

)

 

 

(20.1

)

 

 

(37.8

)

 

 

(37.8

)

Adjustment to fair value of contingent consideration

 

 

(0.6

)

 

 

 

 

 

(1.4

)

 

 

 

Profit on disposal of property, plant and equipment

 

 

 

 

 

 

 

 

0.1

 

 

 

 

Total operating income

 

$

40.7

 

 

$

34.2

 

 

$

91.2

 

 

$

75.2

 

v3.24.2.u1
Earnings Per Share
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Earnings per Share

NOTE 3 – EARNINGS PER SHARE

Basic earnings per share is based on the weighted average number of common shares outstanding during the period. Diluted earnings per share includes the effect of options that are dilutive and outstanding during the period under the treasury stock method. Per share amounts are computed as follows:

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Numerator (in millions):

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholders

 

$

31.2

 

 

$

28.9

 

 

$

72.6

 

 

$

62.1

 

Denominator (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

24,937

 

 

 

24,868

 

 

 

24,918

 

 

 

24,835

 

Dilutive effect of stock options and awards

 

 

160

 

 

 

112

 

 

 

173

 

 

 

175

 

Denominator for diluted earnings per share

 

 

25,097

 

 

 

24,980

 

 

 

25,091

 

 

 

25,010

 

Net income per share, basic:

 

$

1.25

 

 

$

1.16

 

 

$

2.91

 

 

$

2.50

 

Net income per share, diluted:

 

$

1.24

 

 

$

1.16

 

 

$

2.89

 

 

$

2.48

 

 

In the three and six months ended June 30, 2024, the average number of anti-dilutive options excluded from the calculation of diluted earnings per share were 10,436 and 10,483, respectively (three and six months ended June 30, 2023 – 31,048 and 36,178, respectively).

v3.24.2.u1
Goodwill
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill

NOTE 4 – GOODWILL

The following table summarizes the goodwill movements in the year:

 

(in millions)

 

Gross Cost

 

Opening balance at January 1, 2024

 

$

399.3

 

Adjustments

 

 

(3.4

)

Exchange effect

 

 

(7.7

)

Closing balance at June 30, 2024

 

$

388.2

 

 

In relation to the acquisition of QGP Química Geral S.A. (“QGP”) in December 2023, the fair value of the acquired net asset value reported at the end of the previous quarter has been revised. As a result of remeasurement period adjustments, there has been an increase of $3.4 million in the fair value of the net assets acquired, with a corresponding decrease to the acquired goodwill.

The measurement periods for the valuation of assets acquired and liabilities assumed ends as soon as information on the facts and circumstances that existed as of the acquisition dates becomes available but does not exceed twelve months. We have now completed our alignment of the accounting policies and fair value adjustments and are not expecting further changes at this time.

 

The exchange effect for the six months ended June 30, 2024 was $7.7 million relating to our Performance Chemicals segment.

v3.24.2.u1
Other Intangible Assets
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Other Intangible Assets

NOTE 5 – OTHER INTANGIBLE ASSETS

The following table analyzes other intangible assets movements in the year:

 

(in millions)

 

2024

 

Gross cost at January 1

 

$

315.1

 

Additions

 

 

11.5

 

Exchange effect

 

 

(2.6

)

Gross cost at June 30

 

 

324.0

 

Accumulated amortization at January 1

 

 

(257.8

)

Amortization expense

 

 

(6.0

)

Exchange effect

 

 

1.2

 

Accumulated amortization at June 30

 

 

(262.6

)

Net book amount at June 30

 

$

61.4

 

 

The amortization expense for the six months ended June 30, 2024 was $6.0 million (six months ended June 30, 2023 – $5.3 million).

 

In relation to the acquisition of QGP in December 2023, management have finalized the valuation of customer lists which has increased the intangible asset capitalized by $3.5 million in the second quarter of 2024. Management have also revised the expected useful life of the customer lists from 10 years to 7 years.

 

In 2024, we have capitalized $8.0 million in relation to our internally developed software for a new Enterprise Resource Planning (“ERP”) system covering our EMEA and ASPAC regions. The expenses capitalized include the acquisition costs for the software as well as the external and internal costs of the development.

v3.24.2.u1
Pension and Post-Employment Benefits
6 Months Ended
Jun. 30, 2024
Retirement Benefits [Abstract]  
Pension and Post-Employment Benefits

NOTE 6 – PENSION AND POST EMPLOYMENT BENEFITS

The Company maintains a defined benefit pension plan covering certain current and former employees in the United Kingdom (the “UK Plan”). The UK Plan is closed to future service accrual and has a large number of deferred and current pensioners. The assets of the UK Plan are predominantly insurance policies, operating as investment assets, covering all liabilities. This reduces the UK Plan’s potential reliance on the Company for future cash funding requirements.

 

The Company also maintains an unfunded defined benefit pension plan covering certain current and former employees in Germany (the “German plan”). The German plan is closed to new entrants and has no assets.

 

The net periodic benefit of these plans is shown in the following table:

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Service cost

 

$

(0.9

)

 

$

(0.9

)

 

$

(1.7

)

 

$

(1.8

)

Interest cost on projected benefit obligation

 

 

(4.6

)

 

 

(5.0

)

 

 

(9.3

)

 

 

(9.9

)

Expected return on plan assets

 

 

6.4

 

 

 

6.3

 

 

 

12.8

 

 

 

12.5

 

Amortization of prior service cost

 

 

(0.2

)

 

 

(0.1

)

 

 

(0.3

)

 

 

(0.2

)

Amortization of actuarial net gains/(losses)

 

 

 

 

 

0.5

 

 

 

0.1

 

 

 

1.0

 

Net periodic benefit

 

$

0.7

 

 

$

0.8

 

 

$

1.6

 

 

$

1.6

 

 

The service cost has been recognized in selling, general and administrative expenses. All other items have been recognized within other income and expense. The amortization of prior service cost and actuarial net gains are a reclassification out of accumulated other comprehensive loss into other income and expense.

In addition, we have obligations for post-employment benefits in some of our other European businesses. As at June 30, 2024, we have recorded a liability of $3.9 million (December 31, 2023 – $4.2 million).

v3.24.2.u1
Income Taxes
6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

NOTE 7 – INCOME TAXES

A roll-forward of unrecognized tax benefits and associated accrued interest and penalties is as follows:

 

(in millions)

 

Unrecognized
Tax Benefits

 

 

Interest and
Penalties

 

 

Total

 

Opening balance at January 1, 2024

 

$

10.5

 

 

$

4.3

 

 

$

14.8

 

Increase for tax positions of prior periods

 

 

 

 

 

0.5

 

 

 

0.5

 

Decrease for settlement of tax positions

 

 

(2.3

)

 

 

(1.1

)

 

 

(3.4

)

Closing balance at June 30, 2024

 

 

8.2

 

 

 

3.7

 

 

 

11.9

 

Current

 

 

(1.0

)

 

 

(0.2

)

 

 

(1.2

)

Non-current

 

$

7.2

 

 

$

3.5

 

 

$

10.7

 

 

All of the $11.9 million of unrecognized tax benefits, interest and penalties would impact our effective tax rate if recognized.

 

In 2021 a non-U.S. subsidiary, Innospec Limited, entered into a review by the U.K. tax authorities under the U.K.’s Profit Diversion Compliance Facility (“PDCF”) in relation to the period 2017 to 2020 inclusive. The Company has determined that additional tax and interest totaling $1.2 million may arise as a result of the ongoing review. Progress was made in concluding the review during the quarter ended June 30, 2024, and the Company now believes that it is reasonably possible that there will be a decrease of $1.2 million unrecognized tax benefits during 2024 in relation to this item resulting from settlement of the outstanding tax positions with the U.K. tax authorities.

In 2018 the Company recorded an unrecognized tax benefit in relation to a potential adjustment that could arise as a consequence of the Tax Cuts and Jobs Act of 2017 (“Tax Act”), but for which retrospective adjustment to the filed 2017 U.S. federal income tax returns was not permissible. The Company has determined that additional tax, interest and penalties totaling $10.7 million may arise in relation to this item. This includes an increase in interest accrued of $0.5 million in the six months to June 30, 2024. The Company believes that it is reasonably possible that there will be a decrease of $10.7 million unrecognized tax benefits during 2024 in relation to this item due to a lapse of the statute of limitations.

A non-U.S. subsidiary, Innospec Performance Chemicals Italia Srl, has been subject to an ongoing tax audit in relation to the period 2011 to 2014 inclusive. The Company has determined that additional tax, interest and penalties totaling $3.4 million will arise as a consequence of the tax audit. As any additional tax arising as a consequence of the tax audit is to be reimbursed by the previous owner under the terms of the sale and purchase agreement, an indemnification asset of the same amount is recorded in the financial statements to reflect this arrangement. During the quarter ended June 30, 2024, the Company submitted documentation to the tax authorities confirming its acceptance of the previously disputed position. The amount due should be settled during 2024, and the liability which is expected to arise on ultimate settlement is consistent with the amount recorded as a liability. Due to imminent settlement, this item has been released from unrecognized tax benefits and recognized in accrued income taxes.

As of June 30, 2024, the Company and its U.S. subsidiaries remain open to examination by the IRS for certain elements of 2017 year and for years 2020 onwards under the statute of limitations. The Company’s subsidiaries in foreign tax jurisdictions are open to examination including Brazil (2019 onwards), Germany (2019 onwards), and the U.K. (2017 onwards).

v3.24.2.u1
Long-Term Debt
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Long-Term Debt

NOTE 8 – LONG-TERM DEBT

As at June 30, 2024, and December 31, 2023, the Company had not drawn down on its revolving credit facility. During the first six months of 2024 and 2023, the Company did not draw down or repay any borrowing on its revolving credit facility.

The Company continues to have available a $250.0 million multicurrency revolving credit facility (the "Facility") until May 30, 2027. The Facility contains an accordion feature whereby the Company may elect to increase the total available borrowings by an aggregate amount of up to $125.0 million.

Effective as of May 20, 2024, the termination date of the Facility was extended from May 30, 2027 to May 31, 2028 in accordance with the terms of the Company’s multicurrency revolving facility agreement (the “Facility Agreement”). No other terms of the Facility Agreement or the Facility were modified. The Company paid a customary extension fee in connection with the extension of the Facility as contemplated by the Facility Agreement.

As at June 30, 2024, the deferred finance costs of $1.4 million (December 31, 2023 - $1.2 million) related to the arrangement of the credit facility, are included within other current and non-current assets at the balance sheet dates.

v3.24.2.u1
Plant Closure Provisions
6 Months Ended
Jun. 30, 2024
Restructuring and Related Activities [Abstract]  
Plant Closure Provisions

NOTE 9 – PLANT CLOSURE PROVISIONS

The Company has continuing plans to remediate manufacturing facilities at sites around the world as and when those operations are expected to cease, or we are required to decommission the sites according to local laws and regulations. The liability for estimated plant closure costs includes costs for environmental remediation liabilities and asset retirement obligations.

The principal site giving rise to asset retirement obligations is the manufacturing site at Ellesmere Port in the United Kingdom. There are also asset retirement obligations and environmental remediation liabilities on a much smaller scale in respect of other manufacturing sites.

 

Movements in the provisions are summarized as follows:

 

(in millions)

 

2024

 

Total at January 1

 

$

61.6

 

Charge for the period

 

 

1.7

 

Utilized in the period

 

 

(1.8

)

Exchange effect

 

 

(0.4

)

Total at June 30

 

 

61.1

 

Due within one year

 

 

(4.6

)

Due after one year

 

$

56.5

 

 

The charge for the six months ended June 30, 2024, was $1.7 million (six months ended June 30, 2023 – $1.9 million). The current year charge represents the accounting accretion only, with no changes for the expected cost and scope of future remediation activities. Amounts due within one year refer to provisions where expenditure is expected to arise within one year of the balance sheet date.

v3.24.2.u1
Fair Value Measurements
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements

NOTE 10 – FAIR VALUE MEASUREMENTS

The following table presents the carrying amount and fair values of the Company’s financial assets and liabilities measured on a recurring basis:

 

 

June 30, 2024

 

 

December 31, 2023

 

(in millions)

 

Carrying
Amount

 

 

Fair
Value

 

 

Carrying
Amount

 

 

Fair
Value

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives (Level 1 measurement):

 

 

 

 

 

 

 

 

 

 

 

 

Other current and non-current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Emissions Trading Scheme credits

 

 

4.7

 

 

 

4.7

 

 

 

4.8

 

 

 

4.8

 

Foreign currency forward exchange contracts

 

 

0.5

 

 

 

0.5

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives (Level 1 measurement):

 

 

 

 

 

 

 

 

 

 

 

 

Other current and non-current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency forward exchange contracts

 

 

 

 

 

 

 

 

1.0

 

 

 

1.0

 

Non-financial liabilities (Level 3 measurement):

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition-related contingent consideration

 

 

20.2

 

 

 

20.2

 

 

 

23.4

 

 

 

23.4

 

 

The following methods and assumptions were used to estimate the fair values:

Emissions Trading Scheme credits: The fair value is determined by the open market pricing at the end of the reporting period.

Foreign currency forward exchange contracts: The fair value of derivatives relating to foreign currency forward exchange contracts are derived from current settlement prices and comparable contracts using current assumptions. Foreign currency forward exchange contracts primarily relate to contracts entered into to hedge future known transactions or hedge balance sheet net cash positions. The movements in the carrying amounts and fair values of these contracts are largely due to changes in exchange rates against the U.S. dollar.

Acquisition-related contingent consideration: Contingent consideration payable in cash is discounted to its fair value at each balance sheet date. Where contingent consideration is dependent upon pre-determined financial targets, an estimate of the fair value of the likely consideration payable is made at each balance sheet date. The contingent consideration payable has been calculated based on the latest forecast.

v3.24.2.u1
Derivative Instruments and Risk Management
6 Months Ended
Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments and Risk Management

NOTE 11 – DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT

The Company enters into various foreign currency forward exchange contracts to minimize currency exchange rate exposure from expected future cash flows. As at June 30, 2024, the contracts have maturity dates of up to twelve months at the date of inception. These foreign currency forward exchange contracts have not been designated as hedging instruments, and their impact on the income statement for the first six months of 2024 was a gain of $1.6 million (first six months of 2023 – a loss of $1.6 million). The gain or loss has been recorded in other income or expense.

v3.24.2.u1
Contingencies
6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Contingencies

NOTE 12 – CONTINGENCIES

Legal matters

We are involved from time to time in claims and legal proceedings that result from, and are incidental to, the conduct of our business including business and commercial litigation, and employee and product liability claims.

As reported in the 2023 Form 10-K, we have incurred financial losses and lodged a civil and criminal legal claim related to a misappropriation of inventory in Brazil. As at the time of filing, there have been no significant developments to report in relation to the claims being made. Consistent with prior quarters, a corresponding asset for the potential legal or insurance recoveries has not been recorded for the resulting financial losses arising from this matter.

In addition, unrelated to the Brazil matter, in the unlikely event there are an unexpectedly large number of individual claims or proceedings with an adverse resolution, this could in the aggregate have a material adverse effect on the results of operations for a particular year or quarter.

Guarantees

The Company and certain of the Company’s consolidated subsidiaries are contingently liable for certain obligations of affiliated companies primarily in the form of guarantees of debt and performance under contracts entered into as a normal business practice. This includes guarantees of non-U.S. excise taxes and customs duties. As at June 30, 2024, such guarantees which are not recognized as liabilities in the condensed consolidated financial statements amounted to $6.9 million (December 31, 2023 - $6.2 million). The remaining terms of the fixed maturity guarantees are up to 8 years, with some further guarantees having no fixed expiry date.

Under the terms of the guarantee arrangements, generally the Company would be required to perform the obligations should the affiliated company fail to fulfill its obligations under the arrangements. In some cases, the guarantee arrangements have recourse provisions that would enable the Company to recover any payments made under the terms of the guarantees from securities held of the guaranteed parties’ assets.

The Company and its affiliates have numerous long-term sales and purchase commitments in their various business activities, which are expected to be fulfilled with no adverse consequences material to the Company.

v3.24.2.u1
Stock-Based Compensation Plans
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Plans

NOTE 13 – STOCK-BASED COMPENSATION PLANS

The compensation cost recorded for stock options for the three months ended June 30, 2024 and 2023 was $2.2 million and $2.0 million, respectively. The compensation cost recorded for stock equivalent units for the three months ended June 30, 2024 and 2023 was $1.5 million and $1.9 million, respectively.

The compensation cost recorded for stock options for the first six months of 2024 and 2023 was $4.2 million and $3.9 million, respectively. The compensation cost recorded for stock equivalent units for the first six months of 2024 and 2023 was $4.0 million and $5.1 million, respectively.

The following table summarizes the transactions of the Company’s share-based compensation plans for the six months ended June 30, 2024.

 

 

Number of
shares

 

 

Weighted
Average
Grant-Date
Fair Value

 

Nonvested at December 31, 2023

 

 

652,891

 

 

$

75.2

 

Granted

 

 

136,667

 

 

$

130.5

 

Vested

 

 

(178,495

)

 

$

86.7

 

Forfeited

 

 

(12,062

)

 

$

82.7

 

Nonvested at June 30, 2024

 

 

599,001

 

 

$

84.2

 

 

For the awards granted with market conditions, a Monte Carlo model has been used to calculate the grant-date fair value. For all other awards granted, a fair market value methodology has been used to calculate the grant-date fair value.

The awards granted with market conditions include a performance measure for Innospec's total shareholder return as compared to a peer group of companies. This measure can result in a maximum 130% vesting for the number of stock options granted. The maximum potential vesting has been reflected in the grant-date fair value calculation, but not reflected for the number of awards granted, as shown in the table above. All other awards granted in the quarter have similar vesting conditions to those granted in the previous periods.

As of June 30, 2024, there was $28.8 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 2.1 years.

v3.24.2.u1
Reclassifications out of Accumulated Other Comprehensive Loss
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Reclassifications out of Accumulated Other Comprehensive Loss

NOTE 14 – RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE LOSS

Reclassifications out of accumulated other comprehensive loss (“AOCL”) for the first six months of 2024 were:

 

(in millions)
Details about AOCL Components

 

Amount
Reclassified
from AOCL

 

 

Affected Line Item in the
Statement where
Net Income is Presented

Defined benefit pension plan items:

 

 

 

 

 

Amortization of prior service cost

 

$

0.3

 

 

See (1) below

Amortization of actuarial net gains

 

 

(0.1

)

 

See (1) below

 

 

0.2

 

 

Total before tax

 

 

(0.1

)

 

Income tax expense

Total reclassifications

 

$

0.1

 

 

Net of tax

 

(1)
These items are included in other income and expense. See Note 6 of the Notes to the Condensed Consolidated Financial Statements for additional information.

 

Changes in AOCL for the first six months of 2024, net of tax, were:

 

(in millions)

 

Defined
Benefit
Pension
Plan Items

 

 

Cumulative
Translation
Adjustments

 

 

Total

 

Balance at December 31, 2023

 

$

(77.2

)

 

$

(70.9

)

 

$

(148.1

)

Other comprehensive income/(loss) before reclassifications

 

 

 

 

 

(12.6

)

 

 

(12.6

)

Amounts reclassified from AOCL

 

 

0.1

 

 

 

 

 

 

0.1

 

Total other comprehensive income/(loss)

 

 

0.1

 

 

 

(12.6

)

 

 

(12.5

)

Balance at June 30, 2024

 

$

(77.1

)

 

$

(83.5

)

 

$

(160.6

)

 

 

Reclassifications out of AOCL for the first six months of 2023 were:

 

(in millions)
Details about AOCL Components

 

Amount
Reclassified
from AOCL

 

 

Affected Line Item in the
Statement where
Net Income is Presented

Defined benefit pension plan items:

 

 

 

 

 

Amortization of prior service cost

 

$

0.2

 

 

See (1) below

Amortization of actuarial net gains

 

 

(1.0

)

 

See (1) below

 

 

(0.8

)

 

Total before tax

 

 

0.2

 

 

Income tax expense

Total reclassifications

 

$

(0.6

)

 

Net of tax

 

(1)
These items are included in other income and expense. See Note 6 of the Notes to the Condensed Consolidated Financial Statements for additional information.

Changes in AOCL for the first six months of 2023, net of tax, were:

 

(in millions)

 

Defined
Benefit
Pension
Plan Items

 

 

Cumulative
Translation
Adjustments

 

 

Total

 

Balance at December 31, 2022

 

$

(58.4

)

 

$

(86.8

)

 

$

(145.2

)

Other comprehensive income/(loss) before reclassifications

 

 

 

 

 

6.1

 

 

 

6.1

 

Amounts reclassified from AOCL

 

 

(0.6

)

 

 

 

 

 

(0.6

)

Total other comprehensive income/(loss)

 

 

(0.6

)

 

 

6.1

 

 

 

5.5

 

Balance at June 30, 2023

 

$

(59.0

)

 

$

(80.7

)

 

$

(139.7

)

v3.24.2.u1
Recently Issued Accounting Pronouncements
6 Months Ended
Jun. 30, 2024
Accounting Changes and Error Corrections [Abstract]  
Recently Issued Accounting Pronouncements

NOTE 15 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

The Company has reviewed recently issued accounting pronouncements and concluded there were no matters relevant to the Company’s financial statements.

v3.24.2.u1
Related Party Transactions
6 Months Ended
Jun. 30, 2024
Related Party Transactions [Abstract]  
Related Party Transactions

NOTE 16 – RELATED PARTY TRANSACTIONS

Mr. Patrick S. Williams has been an executive director of the Company since April 2009 and has been a non-executive director of AdvanSix Inc. ("AdvanSix"), a chemicals manufacturer, since February 2020. In the first six months of 2024 the Company did not purchase any product from AdvanSix (first six months of 2023 – $0.2 million). As at June 30, 2024, the Company owed nil to AdvanSix (December 31, 2023 – nil).

Mr. Robert I. Paller was a non-executive director of the Company since November 1, 2009 until May 10, 2024, when he did not stand for re-election to the board. The Company has retained and continues to retain Smith, Gambrell & Russell, LLP (“SGR”), a law firm with which Mr. Paller holds a position. From January 1st until May 10th, 2024 the Company incurred fees from SGR of $0.2 million (first six months of 2023 – $0.2 million). As at June 30, 2023, the Company owed nil to SGR (December 31, 2023 – nil).

Mr. David F. Landless has been a non-executive director of the Company since January 1, 2016 and is a non-executive director of Ausurus Group Limited which owns European Metal Recycling Limited (“EMR”). The Company has sold scrap metal to EMR in the first six months of 2024 for a value of less than $0.1 million (first six months of 2023 – $0.1 million). A tendering process is operated periodically to select the best buyer for the sale of scrap metal by the Company. As at June 30, 2024, EMR owed less than $0.1 million for scrap metal purchased from the Company (December 31, 2023 – nil).

v3.24.2.u1
Segment Reporting (Tables)
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Segment Reporting

The Company evaluates the performance of its segments based on operating income. The following table analyzes sales and other financial information by the Company’s reportable segments:

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

(in millions)

 

2024

 

 

2023

 

 

2024