Item 8. Financial Statements and Supplementary Data
Item 8 Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Innospec Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Innospec Inc. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
46
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
47
Plant Closure Provisions
As described in Notes 2 and 13 to the consolidated financial statements, at December 31, 2024, the Company has recognized plant closure provisions of $60.3 million, the majority of which relates to asset retirement obligations. The Company recognizes asset retirement obligations when there is an obligation based on a legal requirement, including those arising from Company promises, and the costs can be reasonably estimated. The Company must comply with environmental legislation in the countries in which it operates or has operated in and annually reassesses the program of work required. This includes estimating the credit-adjusted risk free rate and the timing and cost of performing the remediation work. Management receives input from specialists to develop these estimates and assumptions utilizing the latest information available together with experience of recent costs.
The principal considerations for our determination that performing procedures relating to the plant closure provisions is a critical audit matter are: (i) the significant judgment made by management when developing the estimate; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions relating to the recognition and measurement of the asset retirement obligations; (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the recognition and measurement of the plant closure provisions. These procedures also included, among others: (i) testing management’s process to recognize and measure the plant closure provisions; (ii) evaluating the appropriateness of the discounted cash flows model; (iii) testing completeness and accuracy of the underlying data used in the calculation of the plant closure provisions; (iv) evaluating the reasonableness of significant assumptions related to the assessment of the program of work required; the timing and cost of performing the remediation work; and the credit-adjusted risk-free rate; and (iv) evaluating the scope, competency, and objectivity of management’s specialists based on the work they were engaged to perform. Professionals with specialized skill and knowledge were used to assist in evaluating management’s method and the reasonableness of the significant assumptions in respect of the program of the work required and the timing and cost of performing the remediation work.
/s/ PricewaterhouseCoopers LLP
Manchester, United Kingdom
February 19, 2025.
We have served as the Company’s auditor since 2019.
48
CONSOLIDATED STATEMENTS OF INCOME
( in millions, except share and per share data )
Years ended December 31,
2024
2023
2022
Net sales
$
1,845.4
$
1,948.8
$
1,963.7
Cost of goods sold
( 1,302.5
)
( 1,357.7
)
( 1,377.0
)
Gross profit
542.9
591.1
586.7
Operating expenses:
Selling, general and administrative
( 314.0
)
( 387.8
)
( 360.7
)
Research and development
( 47.8
)
( 41.7
)
( 38.7
)
Adjustment to fair value of contingent consideration
( 3.4
)
—
—
Profit on disposal
0.2
—
—
Total operating expenses
( 365.0
)
( 429.5
)
( 399.4
)
Operating income
177.9
161.6
187.3
Other income/(expense), net
9.6
10.5
( 1.6
)
Pension scheme settlement charge
( 155.6
)
—
—
Interest income/(expense), net
9.3
2.3
( 1.1
)
Income before income tax expense
41.2
174.4
184.6
Income tax expense
( 5.6
)
( 35.3
)
( 51.6
)
Net income
$
35.6
$
139.1
$
133.0
Earnings per share:
Basic
$
1.43
$
5.60
$
5.37
Diluted
$
1.42
$
5.56
$
5.32
Weighted average shares outstanding (in thousands):
Basic
24,932
24,851
24,787
Diluted
25,119
25,022
24,982
The accompanying notes are an integral part of these statements.
49
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
( in millions )
Total comprehensive income for the years ended December 31
2024
2023
2022
Net income
$
35.6
$
139.1
$
133.0
Changes in cumulative translation adjustment (1)
( 33.7
)
18.3
( 34.7
)
Amortization of prior service cost
8.4
0.5
0.5
Amortization of actuarial net losses/(gains)
( 0.2
)
( 2.1
)
0.5
Actuarial net losses arising during the year
( 28.3
)
( 23.4
)
( 93.9
)
Pension scheme settlement
138.1
—
—
Other comprehensive income, before tax
119.9
132.4
5.4
Income tax income/(expense) related to other comprehensive income
( 27.2
)
3.8
29.3
Total comprehensive income
$
92.7
$
136.2
$
34.7
(1) Amounts are before tax of $ 13.6 million in 2024, $( 2.4 ) million in 2023 and $ 5.5 million in 2022.
The accompanying notes are an integral part of these statements.
50
CONSOLIDATED BALANCE SHEETS
( in millions, except share and per share data )
At December 31
2024
2023
Assets
Current assets:
Cash and cash equivalents
$
289.2
$
203.7
Trade and other accounts receivable (less allowances of $ 11.9 million and
$ 10.3 million, respectively)
341.7
359.8
Inventories (less allowances of $ 34.6 million and $ 28.1 million, respectively):
Finished goods
197.9
215.7
Raw materials
103.1
84.4
Total inventories
301.0
300.1
Prepaid expenses
21.0
18.7
Prepaid income taxes
3.1
2.8
Other current assets
0.6
0.6
Total current assets
956.6
885.7
Net property, plant and equipment
269.7
268.3
Operating leases right-of-use assets
44.8
45.1
Goodwill
382.5
399.3
Other intangible assets
65.4
57.3
Deferred tax assets
9.4
10.4
Pension asset
2.4
35.1
Other non-current assets
3.9
6.2
Total assets
$
1,734.7
$
1,707.4
Liabilities and Equity
Current liabilities:
Accounts payable
$
163.8
$
163.6
Accrued liabilities
169.1
185.9
Current portion of operating lease liabilities
13.9
13.6
Current portion of plant closure provisions
5.0
4.6
Current portion of accrued income taxes
19.6
2.6
Current portion of unrecognized tax benefits
—
1.2
Total current liabilities
371.4
371.5
Operating lease liabilities, net of current portion
31.0
31.6
Plant closure provisions, net of current portion
55.3
57.0
Accrued income taxes, net of current portion
—
11.6
Unrecognized tax benefits, net of current portion
—
13.6
Deferred tax liabilities
23.5
33.5
Pension liabilities and post-employment benefits
13.1
13.3
Acquisition-related contingent consideration
20.1
23.4
Other non-current liabilities
4.2
2.3
Total liabilities
518.6
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
369.9
361.0
Treasury stock ( 4,594,943 and 4,686,511 shares at cost, respectively)
( 93.0
)
( 94.3
)
Retained earnings
1,025.0
1,028.2
Accumulated other comprehensive loss
( 91.0
)
( 148.1
)
Total Innospec stockholders’ equity
1,211.2
1,147.1
Non-controlling interest
4.9
2.5
Total equity
1,216.1
1,149.6
Total liabilities and equity
$
1,734.7
$
1,707.4
The accompanying notes are an integral part of these statements.
51
CONSOLIDATED STATEMENTS OF CASH FLOWS
( in millions )
Years ended December 31,
2024
2023
2022
Cash Flows from Operating Activities
Net income
$
35.6
$
139.1
$
133.0
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization
43.5
39.3
40.1
Adjustment to fair value of contingent consideration
3.4
—
—
Deferred taxes
( 39.3
)
3.6
( 5.5
)
Profit on disposal of property, plant and equipment
( 0.2
)
—
—
Non-cash income of defined benefit pension plans
151.9
( 3.3
)
( 2.5
)
Stock option compensation
8.5
8.0
6.7
Changes in assets and liabilities, net of effects of acquired and
divested companies:
Trade and other accounts receivable
4.3
( 12.6
)
( 55.5
)
Inventories
( 11.8
)
83.0
( 98.5
)
Prepaid expenses
( 2.8
)
( 4.2
)
4.6
Accounts payable and accrued liabilities
( 4.5
)
( 26.9
)
54.2
Plant closure provisions
0.9
4.0
1.1
Accrued income taxes
6.3
( 25.9
)
9.4
Unrecognized tax benefits
( 14.8
)
1.4
( 2.9
)
Other assets and liabilities
3.5
1.8
( 2.5
)
Net cash provided by operating activities
184.5
207.3
81.7
Cash Flows from Investing Activities
Capital expenditures
( 41.4
)
( 62.1
)
( 39.6
)
Proceeds on disposal of property, plant and equipment
0.5
0.1
0.2
Business combinations, net of cash acquired
( 0.2
)
( 34.7
)
—
Internally developed software
( 20.9
)
( 15.1
)
( 2.7
)
Net cash used in investing activities
( 62.0
)
( 111.8
)
( 42.1
)
Cash Flows from Financing Activities
Non-controlling interest
2.4
—
1.8
Repayment of term loan
—
( 2.3
)
—
Repayment of finance leases
—
—
( 0.1
)
Refinancing costs
( 0.3
)
( 1.4
)
—
Dividend paid
( 38.8
)
( 35.1
)
( 31.7
)
Issue of treasury stock
2.1
0.9
2.2
Repurchase of common stock
( 0.7
)
( 1.1
)
( 5.9
)
Net cash used in financing activities
( 35.3
)
( 39.0
)
( 33.7
)
Effect of foreign currency exchange rate changes on cash
( 1.7
)
0.1
( 0.6
)
Net change in cash and cash equivalents
85.5
56.6
5.3
Cash and cash equivalents at beginning of year
203.7
147.1
141.8
Cash and cash equivalents at end of year
$
289.2
$
203.7
$
147.1
The accompanying notes are an integral part of these statements.
52
CONSOLIDATED STATEMENTS OF EQUITY
( in millions )
Common
Stock
Additional
Paid-In
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Non-
controlling
Interest
Total
Equity
Balance at December 31, 2021
$
0.3
$
346.7
$
( 90.6
)
$
822.9
$
( 46.9
)
$
0.6
$
1,033.0
Net income
133.0
133.0
Dividend paid ($ 1.28 per share)
( 31.7
)
( 31.7
)
Changes in cumulative translation
adjustment, net of tax
( 29.2
)
( 29.2
)
Non-controlling interest investment
1.8
1.8
Treasury stock re-issued
0.7
1.0
1.7
Treasury stock repurchased
( 5.8
)
( 5.8
)
Stock option compensation
6.7
6.7
Amortization of prior service cost,
net of tax
0.4
0.4
Amortization of actuarial net losses,
net of tax
0.4
0.4
Actuarial net losses during
the year, net of tax
( 69.9
)
( 69.9
)
Balance at December 31 2022
$
0.3
$
354.1
$
( 95.4
)
$
924.2
$
( 145.2
)
$
2.4
$
1,040.4
Net income
139.1
139.1
Dividend paid ($ 1.41 per share)
( 35.1
)
( 35.1
)
Changes in cumulative translation
adjustment, net of tax
15.9
15.9
Share of net income
0.1
0.1
Treasury stock re-issued
( 1.1
)
2.2
1.1
Treasury stock repurchased
( 1.1
)
( 1.1
)
Stock option compensation
8.0
8.0
Amortization of prior service cost,
net of tax
0.4
0.4
Amortization of actuarial net gains,
net of tax
( 1.7
)
( 1.7
)
Actuarial net losses arising during
the year, net of tax
( 17.5
)
( 17.5
)
Balance at December 31 2023
$
0.3
$
361.0
$
( 94.3
)
$
1,028.2
$
( 148.1
)
$
2.5
$
1,149.6
Net income
35.6
35.6
Dividend paid ($ 1.55 per share)
( 38.8
)
( 38.8
)
Changes in cumulative translation
adjustment, net of tax
( 20.1
)
( 20.1
)
Share of net income
2.4
2.4
Treasury stock re-issued
0.4
2.0
2.4
Treasury stock repurchased
( 0.7
)
( 0.7
)
Stock option compensation
8.5
8.5
Amortization of prior service cost,
net of tax
6.3
6.3
Amortization of actuarial net gains,
net of tax
( 0.2
)
( 0.2
)
Actuarial net losses arising during
the year, net of tax
( 21.3
)
( 21.3
)
Pension scheme settlement
92.4
92.4
Balance at December 31 2024
$
0.3
$
369.9
$
( 93.0
)
$
1,025.0
$
( 91.0
)
$
4.9
$
1,216.1
The accompanying notes are an integral part of these statements.
53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Nature of Operations
Innospec develops, manufactures, blends, markets and supplies a wide range of specialty chemicals to markets in the Americas, Europe, the Middle East, Africa and Asia-Pacific. Our Performance Chemicals business creates innovative technology-based solutions for our customers in the personal care, home care, agrochemical, construction, mining and other industrial markets. Our Fuel Specialties business specializes in manufacturing and supplying fuel additives that improve fuel efficiency, boost engine performance and reduce harmful emissions. Our Oilfield Services business supplies chemicals for drilling, completion, production and DRA which make exploration and production more effective, cost-efficient and environmentally friendly.
Note 2. Accounting Policies
Basis of preparation: The consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America on a going concern basis and include all subsidiaries of the Company where the Company has a controlling financial interest. All intercompany accounts and balances have been eliminated upon consolidation. In accordance with GAAP in the United States of America, the results of operations of an acquired or disposed business are included or excluded from the consolidated financial statements from the date of acquisition or disposal.
Use of estimates: The preparation of the consolidated financial statements, in accordance with GAAP in the United States of America, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Revenue recognition: Our revenues are primarily derived from the manufacture and sale of specialty chemicals. We recognize revenue when control of the product is transferred to our customer and for an amount that reflects the consideration we expect to collect from the customer. Control is generally transferred to the customer when title transfers (which may include physical possession by the customer), we have a right to payment from the customer, the customer has accepted the product, and the customer has assumed the risks and rewards of ownership. We have supplier managed inventory arrangements with some of our customers to facilitate on-demand product availability. In some cases, the inventory resides at a customer site, although title has not transferred, we are not entitled to payment, and we have not invoiced for the product. We have evaluated the contract terms under these arrangements and have determined that control transfers when the customer uses the product, at which time revenue is recognized. Our contracts generally include one performance obligation, which is providing specialty chemicals. The performance obligation is satisfied at a point in time when products are shipped, delivered, or consumed by the customer, depending on the underlying contracts.
While some of our customers have payment terms beyond 30 days, we do not provide extended payment terms of a year or more, nor do our contracts include a financing component. Some of our contracts include variable consideration in the form of rebates. We record rebates at the point of sale as a reduction in sales when we can reasonably estimate the amount of the rebate. The estimates are based on our best judgment at the time of sale, which includes anticipated as well as historical performance.
54
Taxes assessed by a governmental authority which are concurrent with sales to our customers, including sales, use, value-added, and revenue-related excise taxes, are collected by us from the customer and are not included in net sales, but are reflected in accrued liabilities until remitted to the appropriate governmental authority. When we are responsible for shipping and handling costs after title has transferred, we account for those as fulfilment costs and include them in cost of goods sold.
Components of net sales: All amounts billed to customers relating to shipping and handling are classified as net sales. Shipping and handling costs incurred by the Company are classified as cost of goods sold.
Components of cost of goods sold: Cost of goods sold is comprised of raw material costs including inbound freight, duty and non-recoverable taxes, inbound handling costs associated with the receipt of raw materials, packaging materials, manufacturing costs including labor costs, maintenance and utility costs, plant and engineering overheads, amortization expense for certain other intangible assets, warehousing and outbound shipping costs and handling costs. Inventory losses and provisions and the costs of customer claims are also recognized in the cost of goods line item.
Components of selling, general and administrative expenses: Selling expenses comprise the costs of the direct sales force, and the sales management and customer service departments required to support them. It also comprises commission charges, the costs of sales conferences and trade shows, the cost of advertising and promotions, amortization expense for certain other intangible assets, and the cost of bad and doubtful debts. General and administrative expenses comprise the cost of support functions including accounting, human resources, information technology and the cost of group functions including corporate management, finance, tax, treasury, investor relations and legal departments. Provision of management’s best estimate of legal and settlement costs for litigation in which the Company is involved is accounted for in the administrative expense line item.
Research and development expenses: Research, development and testing costs are expensed to the income statement as incurred.
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.
Foreign currencies: The Company’s policy is that foreign exchange differences arising on the translation of the balance sheets of entities that have functional currencies other than the U.S. dollar are taken to a separate equity reserve, the cumulative translation adjustment. In entities where the U.S. dollar is the functional currency no gains or losses on translation occur, and gains or losses on monetary assets relating to currencies other than the U.S. dollar are taken to the income statement in other income/(expense), net. Gains and losses on intercompany foreign currency loans which are long-term in nature, which the Company does not intend to settle in the foreseeable future, are also recorded in accumulated other comprehensive loss. Other foreign exchange gains or losses are also included in other income, net in the income statement.
Share-based compensation plans: The Company accounts for employee stock options and stock equivalent units under the fair value method. Stock options are fair valued at the grant date and the fair value is recognized straight-line over the vesting period of the option. Stock equivalent units are fair valued at each balance sheet date and the fair value is spread over the remaining vesting period of the unit.
Business combinations: The acquisition method of accounting requires that we recognize the assets acquired and liabilities assumed at their acquisition date fair values. Goodwill is measured as the excess
55
of consideration transferred over the acquisition date net fair values of the assets acquired and the liabilities assumed.
The determination of the fair values of certain assets and liabilities are usually based on significant estimates provided by management, such as forecast revenue or profit. In determining the fair value of intangible assets, an income approach is generally used and may incorporate the use of a discounted cash flow method. In applying the discounted cash flow method, the estimated future cash flows and residual values for each intangible asset are discounted to a present value using a discount rate appropriate to the business being acquired. These cash flow projections are based on management’s estimates of economic and market conditions including revenue growth rates, operating margins, capital expenditures and working capital requirements.
Cash equivalents: Investment securities with maturities of three months or less when purchased are considered to be cash equivalents.
Trade and other accounts receivable: The Company records trade and other accounts receivable at net realizable value and maintains allowances for customers not making required payments. The Company determines the adequacy of allowances by periodically evaluating each customer receivable considering our customer’s financial condition, credit history and current economic conditions.
The Company is exposed to credit losses primarily through sales of products. The Company’s expected loss allowance methodology for trade and other accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers’ receivables. Due to the short-term nature of such receivables, the estimate of accounts receivable amounts that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. Additionally, a further allowance is included to account for the Company’s historical track record of credit losses, for balances which are not aged sufficiently to be considered under the aging based approach.
Inventories: Inventories are stated at the lower of cost (FIFO method) or market value. Cost includes materials, labor and an appropriate proportion of plant overheads. The Company accrues volume discounts where it is probable that the required volume will be attained and the amount can be reasonably estimated. The volume discounts are recorded as a reduction in the cost of materials based on projected purchases over the period of the agreement. Inventories are adjusted for estimated obsolescence and written down to market value based on estimates of future demand and market conditions.
Acquisition-related contingent consideration: Contingent consideration payable in cash is discounted to its fair value at each balance sheet date using the Company’s credit-adjusted risk-free rate. 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.
Property, plant and equipment: Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is provided over the estimated useful lives of the assets using the straight-line method and is allocated between cost of goods sold and operating expenses. The cost of additions and improvements are capitalized. Maintenance and repairs are charged to expenses as incurred. When assets are sold or retired the associated cost and accumulated depreciation are removed from the consolidated
56
financial statements and any related gain or loss is included in earnings. The estimated useful lives of the major classes of depreciable assets are as follows:
Buildings
7 to 25 years
Equipment
3 to 10 years
Goodwill: Goodwill is deemed to have an indefinite life and is subject to at least annual impairment assessments at the reporting unit level. The Company considers that its reporting units are consistent with its reportable segments. The components in each segment (including products, markets and competitors) have similar economic characteristics and the segments, therefore, reflect the lowest level at which operations and cash flows can be sufficiently distinguished, operationally and for financial reporting purposes, from the rest of the Company.
Initially we perform a qualitative assessment to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reportable segment is less than the carrying amount prior to performing a quantitative goodwill impairment test. The annual measurement date for impairment assessment of the goodwill relating to the Performance Chemicals, Fuel Specialties and Oilfield Services segments is December 31 each year. Factors utilized in the qualitative assessment process include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and Company specific events.
If a quantitative test is required, we assess the fair value based on projected post-tax cash flows discounted at the Company’s weighted average cost of capital. These fair value techniques require management judgment and estimates including revenue growth rates, projected operating margins, changes in working capital and discount rates. We would develop these assumptions by considering recent financial performance and industry growth estimates.
O ther intangible assets: Other intangible assets are deemed to have finite lives and are amortized using the straight-line method over their estimated useful lives. The Company capitalizes software development costs as intangible assets, including licenses, subsequent to the establishment of technological feasibility. These assets are tested for potential impairment when events occur or circumstances change, which suggest an impairment may have occurred.
In order to facilitate testing for potential impairment the Company groups together assets at the lowest possible level for which cash flow information is available. Undiscounted future cash flows expected to result from the asset groups are compared with the carrying value of the assets and, if such cash flows are lower, an impairment loss may be recognized. The amount of the impairment loss is the difference between the fair value and the carrying value of the assets. Fair values are determined using post-tax cash flows discounted at the Company’s weighted average cost of capital. If events occur or circumstances change it may cause a reduction in the periods over which the assets are amortized or result in a non-cash impairment of their carrying value. A reduction in the amortization periods would have no impact on cash flows.
The estimated useful lives of the major classes of assets are as follows:
Technology
10 to 17 years
Customer lists
7 to 15 years
Brand names
5 to 10 years
Product rights
9 to 10 years
Internally developed software
3 to 12 years
Marketing related
11 years
57
Leases: We determine if an arrangement is a lease at inception. The present value of the future lease payments for operating leases is included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities (current and non-current) on our consolidated balance sheet at the reporting date. The carrying value of assets under finance leases is included in property, plant and equipment and finance lease liabilities (current and non-current) on our consolidated balance sheet at the reporting date.
Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future lease payments over the remaining lease term. Very few of our leases have renewal options or early termination break clauses, but where they do, we have assessed the term of the lease based on any options being exercised only if they are reasonably certain. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at point of recognition in determining the present value of future payments.
The operating lease ROU asset excludes lease incentives and initial direct costs incurred. Lease expense for lease payments is recognized on a straight-line basis over the lease term unless payments are variable per the agreement. We do not separate related non-lease components from lease components. Where we have lease payments linked to an index or inflationary rate, this rate has been used to value the asset and liability at the inception of the lease. If the payments are not linked to a specific index or inflationary rate, but can vary during the term of the agreement, they have been included at their actual value for each future period. In some circumstances the future expected payments may be dependent on other factors, for example production volumes, in which case we have used the minimum future expected payments to value the asset.
We do not recognize a ROU asset or operating lease liability for short-term leases (with a length of one year or less), and any associated cost is recognized, as incurred, through the income statement.
Deferred finance costs: The costs relating to debt financing are capitalized and amortized using the effective interest method over the expected life of the debt financing facility. The amortization charge is included in interest expense in the income statement.
Impairment of long-lived assets: The Company reviews the carrying value of its long-lived assets, including buildings and equipment, whenever changes in circumstances suggest that the carrying values may be impaired. In order to facilitate this test, the Company groups together assets at the lowest possible level for which cash flow information is available. Undiscounted future cash flows expected to result from the asset groups are compared with the carrying value of the asset groups and if they are lower an impairment loss may be recognized. The amount of the impairment loss is the difference between the fair value and the carrying value of the asset groups. Fair values are determined using post-tax cash flows discounted at the Company’s weighted average cost of capital.
Derivative instruments: From time to time, the Company uses various derivative instruments including forward currency contracts, options, interest rate swaps and commodity swaps to manage certain exposures. These instruments are entered into under the Company’s corporate risk management policy to minimize exposure and are not for speculative trading purposes. The Company recognizes all derivatives as either current or non-current assets or liabilities in the consolidated balance sheet and measures those instruments at fair value. Changes in the fair value of derivatives that are not designated as hedges, or do not meet the requirements for hedge accounting, are recognized in earnings. Derivatives which are designated as hedges are tested for effectiveness on a quarterly basis and marked to market. The ineffective portion of the derivative’s change in value is recognized in earnings. The effective portion is recognized in other comprehensive income until the hedged item is recognized in earnings.
58
Plant closure provisions: This includes both environmental compliance and remediation costs. Environmental compliance costs include ongoing maintenance, monitoring and similar costs and extend to environmental liabilities that result from other-than-normal operation of long-lived assets, for example pollution. Remediation costs relate to asset retirement obligations at our current and former manufacturing sites following retirement of the long-lived assets, linked to their normal operation. We recognize environmental remediation liabilities when they are probable and the costs can be reasonably estimated, and asset retirement obligations when there is an obligation based on a legal requirement, including those arising from a Company promise, and the costs can be reasonably estimated. The vast majority of our plant closure provision relates to our Ellesmere Port site in the United Kingdom.
The Company must comply with environmental legislation in the countries in which it operates or has operated in and annually reassesses the program of work required. This includes estimating the credit-adjusted risk-free rate and the timing and cost of performing the remediation work. Management receives input from specialists to develop these estimates and assumptions utilizing the latest information available together with experience of recent costs. While we believe our assumptions for the liabilities are reasonable, they are subjective estimates and it is possible that variations in any of the assumptions will result in materially different calculations to the liabilities we have reported. Costs of future obligations are discounted to their present values using the Company’s credit-adjusted risk-free rate.
Pension plans and other post-employment benefits: The Company recognizes the funded status of defined benefit post-retirement plans on the consolidated balance sheets and changes in the funded status in comprehensive income. The measurement date of the plan’s funded status is the same as the Company’s fiscal year-end. The service costs are recognized as employees render the services necessary to earn the post-employment benefits. Prior service costs and credits and actuarial gains and losses are amortized over the average remaining life expectancy of the inactive participants using the corridor method. The insurance contracts are adjusted each reporting period to reflect the estimated fair value of the premium that would be paid for such contracts at that time.
Movements in the Projected Benefit Obligation (“PBO”) are dependent on our assumptions in respect of the discount rate, annual member mortality rates, future return on assets and future inflation.
The Company previously maintained a defined benefit pension plan covering certain current and former employees in the United Kingdom (the “UK Plan”). In May 2022, the trustees of the UK Plan entered into an agreement with Legal and General Assurance Society Limited ("L&G") to acquire an insurance policy that operates as an investment asset, with the intent of matching the remaining uninsured part of the UK Plan’s future cash outflow arising from the accrued pension liabilities of members. Such an arrangement is commonly termed as a “buy-in”. This followed previous partial buy-ins with Just Retirement Limited ("Just") entered into in 2015. Since May 2022, the trustees of the UK Plan have been working towards a buy-out, where the company is no longer responsible for the future obligation for retirement benefits due to current and former employees. This work was completed in the fourth quarter of 2024, with L&G and Just now responsible for the respective members included in the previous buy-ins via issuance of individual insurance policies to members.
Income taxes: The Company provides for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the relevant tax bases of the assets and liabilities. The Company then evaluates the need for a valuation allowance to reduce deferred tax assets to the amount more likely than not to be realized. The effect on deferred taxes of a change in tax rates is recognized in the period that includes the enactment date. The Company recognizes the tax benefit from a tax position only if it is more likely than
59
not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company recognizes accrued interest and penalties associated with unrecognized tax benefits as part of income taxes in our consolidated statements of income if required.
Note 3. Segment Reporting and Geographical Area Data
The Performance Chemicals, Fuel Specialties and Oilfield Services segments operate in markets where we actively seek growth opportunities although their ultimate customers are different.
Our Performance Chemicals segment provides innovative technology-based solutions for our customers’ processes or products in personal care, home care, agrochemical, construction, mining and other industrial markets.
Our Fuel Specialties segment develops, manufactures, blends, markets and supplies a range of specialty chemical products used as additives in diesel, jet, marine, fuel oil and other fuels.
Our Oilfield Services segment develops and markets chemical solutions for drilling, completion, production, DRA and oil and gas applications.
In 2023, the Company had a significant customer in the Oilfield Services segment which accounted for $ 265.2 million and 13.6 % (2022 - $ 222.2 million and 11.3 %) of the group's net sales. In 2024, the net sales to this customer did not exceed 10 % of the group's net sales.
60
The Chief Operating Decision Maker (“CODM”) is the President and Chief Executive Officer (the Principal Executive Officer) and is a Director of Innospec Inc.. The CODM evaluates the performance of the Company’s segments and makes strategic decisions relating to the Company's allocation of resources, based on the segments' monthly gross profit and operating income.
The following table analyzes financial information by the Company’s reportable segments:
(in millions)
2024
2023
2022
Net Sales:
Personal Care
$
390.0
$
352.7
$
393.3
Home Care
106.6
86.8
94.2
Other
157.1
122.1
152.2
Performance Chemicals
653.7
561.6
639.7
Refinery and Performance
517.4
540.6
552.6
Other
183.7
155.3
177.6
Fuel Specialties
701.1
695.9
730.2
Oilfield Services
490.6
691.3
593.8
Total net sales
$
1,845.4
$
1,948.8
$
1,963.7
Gross profit:
Performance Chemicals
148.4
105.6
150.0
Fuel Specialties
239.9
215.1
221.9
Oilfield Services
154.6
270.4
214.8
Total gross profit
$
542.9
$
591.1
$
586.7
Operating income/(expense):
Performance Chemicals
$
82.9
$
54.5
$
95.3
Fuel Specialties
129.6
109.7
121.7
Oilfield Services
38.8
78.6
41.7
Corporate costs
( 70.2
)
( 81.2
)
( 71.4
)
Adjustment to fair value of contingent consideration
( 3.4
)
—
—
Profit on disposal
0.2
—
—
Total operating income
$
177.9
$
161.6
$
187.3
Identifiable assets at year-end:
Performance Chemicals
$
598.3
$
580.1
$
610.4
Fuel Specialties
553.8
529.2
500.6
Oilfield Services
272.5
310.8
297.8
Corporate
310.1
287.3
194.9
Total assets
$
1,734.7
$
1,707.4
$
1,603.7
The difference between net sales and gross profit is defined as cost of goods sold. For further information see the relevant accounting policy within Note 2 of the Notes to the Financial Statements.
The difference between segmental gross profit and operating income/(expense) is split between selling, general and administrative expenses and research and development expenses. For further information see the relevant accounting policies within Note 2 of the Notes to the Financial Statements.
61
The following table analyzes cost of goods sold by the Company’s reportable segments:
(in millions)
2024
2023
2022
Performance Chemicals
$
505.3
$
456.0
$
489.7
Fuel Specialties
461.2
480.8
508.3
Oilfield Services
336.0
420.9
379.0
Total cost of goods sold
$
1,302.5
$
1,357.7
$
1,377.0
The following table analyzes selling, general and administrative expenses and research and development expenses by the Company’s reportable segments:
(in millions)
2024
2023
2022
Performance Chemicals
$
65.5
$
51.1
$
54.7
Fuel Specialties
110.3
105.4
100.2
Oilfield Services
115.8
191.8
173.1
Corporate
70.2
81.2
71.4
Total selling, general and administrative expenses and research and development expenses
$
361.8
$
429.5
$
399.4
The Company includes within the corporate costs line item the costs of:
• managing the group as a company with securities listed on the NASDAQ and registered with the SEC;
• the CEO’s office, group finance, group human resources, group legal and compliance counsel, and investor relations;
• running the corporate offices in the U.S. and Europe;
• the corporate development function since they do not relate to the current trading activities of our other reporting segments; and
• the corporate share of the information technology, product technology, safety, health, environment, accounting and human resources departments.
62
The following tables analyze sales and other financial information by location:
(in millions)
2024
2023
2022
Net sales by source:
United States
$
1,039.7
$
1,227.2
$
1,204.4
United Kingdom
823.4
857.7
932.5
Rest of World
288.9
199.4
225.1
Sales between areas
( 306.6
)
( 335.5
)
( 398.3
)
$
1,845.4
$
1,948.8
$
1,963.7
Income before income taxes:
United States
$
90.2
$
95.2
$
106.3
United Kingdom
( 24.6
)
59.1
43.2
Rest of World
( 24.4
)
20.1
35.1
$
41.2
$
174.4
$
184.6
Long-lived assets at year-end:
United States
$
156.2
$
156.3
$
146.9
United Kingdom
88.0
73.7
50.6
Rest of World
133.6
137.6
112.7
$
377.8
$
367.6
$
310.2
Identifiable assets at year-end:
United States
$
593.6
$
613.7
$
558.4
United Kingdom
488.2
434.9
462.3
Rest of World
270.4
259.5
224.2
Goodwill
382.5
399.3
358.8
$
1,734.7
$
1,707.4
$
1,603.7
Sales by geographical area are reported by source, being where the transactions originated. Intercompany sales are priced using an appropriate pricing methodology and are eliminated in the consolidated financial statements.
Identifiable assets are those directly associated with the operations of the geographical area.
Goodwill has not been allocated by geographical location on the grounds that it would be impracticable to do so.
63
Note 4. 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. Per share amounts are computed as follows:
2024
2023
2022
Numerator (in millions):
Net income available to common stockholders
$
35.6
$
139.1
$
133.0
Denominator (in thousands):
Weighted average common shares outstanding
24,932
24,851
24,787
Dilutive effect of stock options and awards
187
171
195
Denominator for diluted earnings per share
25,119
25,022
24,982
Net income per share, basic:
$
1.43
$
5.60
$
5.37
Net income per share, diluted:
$
1.42
$
5.56
$
5.32
In 2024, 2023 and 2022 the average number of anti-dilutive options excluded from the calculation of diluted earnings per share were 10,413 , 20,334 and 79,145 respectively.
Note 5. Acquisition of QGP Química Geral
On December 8, 2023, the Company acquired QGP Química Geral (“QGP”). A portion of the consideration is deferred and payable in cash by December 7, 2026, and contingent on the financial performance of QGP for the 12 months ended June 30, 2026. The fair value of this deferred, contingent consideration at December 31, 2024 and 2023 was $ 20.1 million and $ 23.4 million, respectively. This deferred, contingent consideration will be updated at each balance sheet date based on the latest available information.
Note 6. Property, Plant and Equipment
Property, plant and equipment consists of the following:
(in millions)
2024
2023
Land
$
21.6
$
22.8
Buildings
88.7
81.9
Equipment
439.6
418.1
Work in progress
62.1
69.5
Total gross cost
612.0
592.3
Less accumulated depreciation and impairment
( 342.3
)
( 324.0
)
Total net book value
$
269.7
$
268.3
Of the total net book value of equipment at December 31, 2024, $ 0.0 million are in respect of assets held under finance leases (2023 – $ 0.0 million).
Depreciation charges were $ 31.0 million, $ 27.9 million and $ 25.7 million in 2024, 2023 and 2022, respectively.
64
Note 7. Leases
We have operating and finance leases for toll manufacturing facilities, warehouse storage, land, buildings, plant and equipment. Our leases have remaining lease terms of up to 21 years , some of which include options to terminate the leases within 1 year .
The components of lease expense were as follows:
(in millions)
Twelve Months
Ended December 31
Twelve Months
Ended December 31
Twelve Months
Ended December 31
2024
2023
2022
Operating lease cost
17.1
17.9
15.6
Short-term lease cost
8.7
8.1
7.2
Variable lease cost
—
—
0.3
Total lease cost
$
25.8
$
26.0
$
23.1
Supplemental cash flow information related to leases is as follows:
(in millions)
Twelve Months
Ended December 31
Twelve Months
Ended December 31
Twelve Months
Ended December 31
2024
2023
2022
Cash paid for amounts included in the
measurement of lease liabilities:
Operating cash flows from operating leases
$
25.9
$
26.1
$
23.1
Operating cash flows from finance leases
—
—
0.1
Right-of-use assets obtained in exchange for new
lease obligations:
Operating leases
$
7.7
$
7.8
$
14.9
Supplemental balance sheet information related to leases is as follows:
(in millions except lease term and discount rate)
December 31,
2024
December 31,
2023
Operating leases:
Operating lease right-of-use assets
$
44.8
$
45.1
Current portion of operating lease liabilities
$
13.9
$
13.6
Operating lease liabilities, net of current portion
31.0
31.6
Total operating lease liabilities
$
44.9
$
45.2
Weighted average remaining lease term:
Operating leases
5.6 years
6.2 years
Weighted average discount rate:
Operating leases
3.8
%
3.5
%
65
Maturities of lease liabilities were as follows as at December 31, 2024:
(in millions)
Operating
Leases
Within one year
$
14.3
Year two
9.8
Year three
5.7
Year four
5.1
Year five
3.9
Thereafter
11.7
Total lease payments
50.5
Less imputed interest
( 5.6
)
Total
$
44.9
As of December 31, 2024, additional operating and finance leases that have not yet commenced are $ 0.3 million.
Maturities of lease liabilities were as follows as at December 31, 2023:
(in millions)
Operating
Leases
Within one year
$
14.0
Year two
10.0
Year three
7.3
Year four
3.3
Year five
3.0
Thereafter
12.6
Total lease payments
50.2
Less imputed interest
( 5.0
)
Total
$
45.2
As of December 31, 2023, additional operating and finance leases that have not yet commenced are $ 5.8 million.
66
Note 8. Goodwill
The following table analyzes goodwill movement for 2024 and 2023.
(in millions)
Performance
Chemicals
Fuel
Specialties
Oilfield
Services
Total
At December 31, 2022
Gross cost
$
106.5
$
207.5
$
44.8
$
358.8
Accumulated impairment losses
—
—
—
—
Net book amount
$
106.5
$
207.5
$
44.8
$
358.8
Additions
37.4
—
—
37.4
Exchange effect
3.0
0.1
—
3.1
At December 31, 2023
Gross cost
$
146.9
$
207.6
$
44.8
$
399.3
Accumulated impairment losses
—
—
—
—
Net book amount
$
146.9
$
207.6
$
44.8
$
399.3
Adjustment to the acquired fair values
( 3.1
)
—
—
( 3.1
)
Exchange effect
( 13.7
)
( 0.1
)
0.1
( 13.7
)
At December 31, 2024
Gross cost
$
130.1
$
207.5
$
44.9
$
382.5
Accumulated impairment losses
—
—
—
—
Net book amount
$
130.1
$
207.5
$
44.9
$
382.5
The Company’s reporting units, the level at which goodwill is tested for impairment, are consistent with the reportable segments: Performance Chemicals, Fuel Specialties and Oilfield Services.
On December 8, 2023, the Company acquired QGP. This resulted in goodwill of $ 37.4 million being recognized within our Performance Chemicals segment. In the second quarter of 2024, the fair value of the acquired net assets was revised. As a result of these remeasurement period adjustments, there was an increase of $ 3.1 million to the fair value of the net assets acquired, with a corresponding decrease to the acquired goodwill.
The components in each segment (including products, markets and competitors) have similar economic characteristics and the segments, therefore, reflect the lowest level at which operations and cash flows can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company.
The Company assesses goodwill for impairment on at least an annual basis, initially based on a qualitative assessment to determine whether it is more likely than not that the fair value of a segment is less than the carrying amount. If a potential impairment is identified, then an impairment test is performed.
The Company performed its annual impairment assessment in respect of goodwill as at December 31, 2024, 2023 and 2022. Our impairment assessment concluded that there had been no impairment of goodwill in respect of those reporting units.
We believe that where appropriate the assumptions used in our impairment assessments are reasonable, but that they are judgmental, and variations in any of the assumptions may result in materially different calculations of any potential impairment charges.
67
Note 9. Other Intangible Assets
The following table analyzes other intangible assets movement for 2024 and 2023.
(in millions)
2024
2023
Gross cost at January 1
$
315.1
$
291.1
Additions
24.3
22.4
Exchange effect
( 7.5
)
1.6
Gross cost at December 31
331.9
315.1
Accumulated amortization at January 1
( 257.8
)
( 246.1
)
Amortization expense
( 12.6
)
( 10.6
)
Exchange effect
3.9
( 1.1
)
Accumulated amortization at December 31
( 266.5
)
( 257.8
)
Net book amount at December 31
$
65.4
$
57.3
Amortization expense
The amortization expense was $ 12.6 million, $ 10.6 million and $ 14.0 million in 2024, 2023 and 2022, respectively. Excluding the impact of foreign exchange translation on the balance sheet, $ 2.3 million, $ 2.3 million and $ 2.3 million of amortization, respectively, was recognized in cost of goods sold, and the remainder was recognized in selling, general and administrative expenses.
In 2024, we capitalized $ 20.8 million (2023 - $ 15.1 million) in relation to our internally developed software for a new Enterprise Resource Planning (“ERP”) system covering our all our regions. The expenses capitalized include the acquisition costs for the software as well as the external and internal costs of the development. The additional completion costs are currently expected to be approximately $ 29.5 million. Our current plan is to complete the implementation of the new ERP system across all regions by the middle of 2026. We have determined the useful economic life of the ERP system to be up to 12 years .
In 2024, within the remeasurement period, we finalized the valuation of customer lists in relation to the acquisition of QGP in December 2023. This increased the intangible asset capitalized by $ 3.5 million in the second quarter of 2024. Management also revised the expected useful life of the customer lists from 10 years to 7 years . In 2023, we capitalized $ 7.3 million in relation to the acquisition of QGP.
Other intangible assets at December 31, 2024 were:
(in millions)
Gross
carrying
amount
Accumulated
amortization
Product rights
$
34.0
$
( 34.0
)
Brand names
8.9
( 8.9
)
Technology
55.1
( 44.6
)
Customer relationships
130.6
( 111.9
)
Internally developed software
78.7
( 42.5
)
Other
24.6
( 24.6
)
$
331.9
$
( 266.5
)
68
Other intangible assets at December 31, 2023 were:
(in millions)
Gross
carrying
amount
Accumulated
amortization
Product rights
$
34.0
$
( 34.0
)
Brand names
8.9
( 8.4
)
Technology
55.1
( 42.3
)
Customer relationships
131.6
( 105.4
)
Internally developed software
60.5
( 42.7
)
Other
25.0
( 25.0
)
$
315.1
$
( 257.8
)
Future amortization expense is estimated to be as follows for the next five years:
(in millions)
2025
$
11.1
2026
$
10.9
2027
$
7.4
2028
$
7.1
2029
$
6.2
Note 10. Pension and Post-Employment Benefits
United Kingdom plan
The Company previously maintained a defined benefit pension plan covering certain current and former employees in the United Kingdom (the “UK Plan”).
In May 2022, the trustees of the UK Plan entered into an agreement with Legal and General Assurance Society Limited ("L&G") to acquire an insurance policy that operates as an investment asset, with the intent of matching the remaining uninsured part of the UK Plan’s future cash outflow arising from the accrued pension liabilities of members. Such an arrangement is commonly termed as a “buy-in”. This followed previous partial buy-ins with Just Retirement Limited ("Just") entered into in 2015.
Since May 2022, the trustees of the UK Plan have been working towards a buy-out, where the company is no longer responsible for the future obligation for retirement benefits due to current and former employees. This work was completed in the fourth quarter of 2024, with L&G and Just now responsible for the respective members included in the previous buy-ins via issuance of individual insurance policies to members.
As a result, the company has recognized a one-off, non-cash settlement charge of $ 155.6 million in the income statement relating to the updated valuations at the time of the buy-out and recycling of historical pension costs previously held in the statement of comprehensive income. The remaining asset on the balance sheet of $ 2.5 million relates to cash held to cover the remaining expenses of the scheme and a negligible remaining Projected Benefit Obligation ("PBO") of $ 0.1 million, reflecting the UK Plan’s residual liabilities in respect of Guaranteed Minimum Pension equalization top-up payments due to former members of the UK Plan.
69
In 2024, the Company contributed $ 0.0 million (2023 – $ 0.0 million) in cash to the UK Plan in accordance with an agreement with the trustees. In September 2024, the Company received $ 8.4 million from the UK Plan as recovery of pension related costs previously incurred, which has been credited against the service cost in 2024, resulting in an associated income tax expense of $ 2.1 million. Following the UK Plan buy-out, the Company is no longer required to make future cash contributions to the UK Plan.
(in millions)
2024
2023
2022
Service cost/(credit)
$
( 4.9
)
$
3.4
$
2.2
Interest cost on PBO
18.6
19.6
10.1
Expected return on plan assets
( 25.9
)
( 25.2
)
( 16.0
)
Amortization of prior service cost
16.8
0.5
0.5
Amortization of actuarial net losses
—
( 1.6
)
—
Recycling of residual reserves
138.8
—
—
Net periodic cost/(benefit)
$
143.4
$
( 3.3
)
$
( 3.2
)
The income statement captions are shown here:
Selling, general and administrative
2024
2023
2022
Service cost/(credit)
$
( 4.9
)
$
3.4
$
2.2
Other expense/(income), net
2024
2023
2022
Interest cost on PBO
$
18.6
19.6
10.1
Expected return on plan assets
( 25.9
)
( 25.2
)
( 16.0
)
Amortization of prior service cost
—
0.5
0.5
Amortization of actuarial net losses
—
( 1.6
)
—
$
( 7.3
)
$
( 6.7
)
$
( 5.4
)
Pension scheme settlement charge
2024
2023
2022
Amortization of prior service cost
$
16.8
—
—
Recycling of residual reserves
138.8
—
—
155.6
—
—
Tax relating to the amortization of prior service cost
( 4.2
)
—
—
Tax relating to the recycling of residual reserves
( 34.7
)
—
—
$
116.7
$
—
$
—
70
The other financial statement captions relating to the buy-out settlement are shown here:
Recognized in Other Comprehensive Income
2024
2023
2022
Recycling of residual reserves
$
138.8
—
—
Release of historic cumulative translation adjustments
( 0.7
)
—
—
138.1
—
—
Tax relating to the recycling of residual reserves
( 34.7
)
—
—
Tax relating to historic cumulative translation adjustments
( 11.0
)
—
—
$
92.4
$
—
$
—
Recognized in Reclassifications out of Accumulated Other Comprehensive Loss
2024
2023
2022
Recycling of residual reserves
$
138.8
—
—
Release of historic cumulative translation adjustments
( 0.7
)
—
—
138.1
—
—
Tax relating to the recycling of residual reserves
( 34.7
)
—
—
Tax relating to historic cumulative translation adjustments
( 11.0
)
—
—
$
92.4
$
—
$
—
Plan assumptions at December 31, (%):
2024
2023
2022
Discount rate
5.18
4.59
4.91
Inflation rate
2.85
2.70
2.85
Rate of return on plan assets – overall on bid-value
4.20
4.25
4.00
Plan asset allocation by category (%):
2024
2023
2022
Debt securities and insurance contracts
—
96
96
Cash
100
4
4
100
100
100
Following the buy-out, the UK Plan does not need to follow an investment strategy.
Movements in PBO and fair value of UK Plan assets are as follows:
71
(in millions)
2024
2023
Change in PBO:
Opening balance
$
424.1
$
404.0
Interest cost
18.6
19.6
Service cost
( 4.9
)
3.5
Benefits paid
( 32.9
)
( 35.6
)
Plan amendments
8.4
—
Actuarial losses/(gains)
3.7
10.1
Settlements
( 419.2
)
—
Exchange effect
2.3
22.5
Closing balance
$
0.1
$
424.1
Fair value of plan assets:
Opening balance
$
459.2
$
452.1
Return of Funds to Cover Historic Expenses
( 8.4
)
—
Benefits paid
( 32.9
)
( 35.6
)
Actual return on assets
1.5
17.9
Settlements
( 419.2
)
—
Exchange effect
2.3
24.8
Closing balance
$
2.5
$
459.2
Net pension asset
$
2.4
$
35.1
The fair values of pension assets by level of input were as follows:
(in millions)
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
At December 31, 2024
Cash
2.5
2.5
Total plan assets
$
2.5
$
—
$
—
$
2.5
At December 31, 2023
Debt securities:
Debt securities issued by non-U.S.
governments and government agencies
$
4.7
$
4.7
Other asset backed securities:
Insurance contracts
438.7
438.7
Total assets at fair value
4.7
—
438.7
443.4
Cash
15.8
15.8
Total plan assets
$
20.5
$
—
$
438.7
$
459.2
72
The reconciliation of the fair value of the UK Plan assets measured using significant unobservable inputs was as follows:
(in millions)
Other
Assets
Balance at December 31, 2022
$
431.8
Realized/unrealized gains/(losses):
Relating to assets still held at the reporting date
16.9
Purchases, issuances and settlements
( 33.7
)
Exchange effect
23.7
Balance at December 31, 2023
$
438.7
Realized/unrealized gains/(losses):
Relating to assets still held at the reporting date
( 2.2
)
Purchases, issuances and settlements
( 438.8
)
Exchange effect
2.3
Balance at December 31, 2024
$
—
The projected net periodic cost for the year ending December 31, 2025 is as follows:
(in millions)
Service cost
$
2.4
Interest cost on PBO
—
Expected return on plan assets
—
Amortization of prior service credit
—
Amortization of actuarial net losses
—
Net periodic cost
$
2.4
The following benefit payments are expected to be made:
(in millions)
2025
$
0.1
2026
$
—
2027
$
—
2028
$
—
2029
$
—
2030-2034
$
—
German plan
The Company also maintains an unfunded defined benefit pension plan covering certain current and former employees in Germany (the “German plan”), which is reported within our Fuel Specialties segment. The German plan is closed to new entrants and has no assets.
73
The service cost shown in the table below has been recognized in selling, general and administrative expenses within corporate costs and the other items recognized within other income, net.
(in millions)
2024
2023
2022
Service cost
$
0.0
$
0.1
$
0.1
Interest cost on PBO
0.3
0.3
0.1
Amortization of actuarial net loss/(gain)
( 0.2
)
( 0.5
)
0.5
Net periodic cost/(benefit)
$
0.1
$
( 0.1
)
$
0.7
Plan assumptions at December 31, (%):
Discount rate
3.20
3.70
3.70
Inflation rate
2.25
2.25
2.25
Rate of increase in compensation levels
2.75
2.75
2.75
Movements in PBO of the German plan are as follows:
(in millions)
2024
2023
Change in PBO:
Opening balance
$
9.1
$
8.2
Service cost
—
0.1
Interest cost
0.3
0.3
Benefits paid
( 0.4
)
( 0.3
)
Actuarial losses/(gains)
0.5
0.6
Exchange effect
( 0.5
)
0.2
Closing balance
$
9.0
$
9.1
Other plans
As at December 31, 2024, we have post-employment obligations in our Performance Chemicals European businesses with a liability of $ 4.1 million (December 31, 2023 – $ 4.2 million). For the year ended December 31, 2024, we have recognized an actuarial gain of $ 0.2 million in other comprehensive loss in relation to the Performance Chemicals pension in France (December 31, 2023 – $ 0.3 million).
Company contributions to defined contribution schemes during 2024 were $ 13.9 million (2023 – $ 12.9 million), across all of our reporting segments.
74
Note 11. 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, 2022
$
13.2
$
3.1
$
16.3
Reductions for tax positions of prior periods
( 3.1
)
—
( 3.1
)
Additions for tax positions of prior periods
0.1
0.1
0.2
Closing balance at December 31, 2022
10.2
3.2
13.4
Current
—
—
—
Non-current
$
10.2
$
3.2
$
13.4
Opening balance at January 1, 2023
$
10.2
$
3.2
$
13.4
Reductions for tax positions of prior periods
—
—
—
Additions for tax positions of prior periods
0.3
1.1
1.4
Closing balance at December 31, 2023
10.5
4.3
14.8
Current
( 1.0
)
( 0.2
)
( 1.2
)
Non-current
$
9.5
$
4.1
$
13.6
Opening balance at January 1, 2024
$
10.5
$
4.3
$
14.8
Reductions for tax positions of prior periods
( 10.5
)
( 5.1
)
( 15.6
)
Additions for tax positions of prior periods
—
0.8
0.8
Closing balance at December 31, 2024
—
—
—
Current
—
—
—
Non-current
$
—
$
—
$
—
As at December 31, 2024, the Company has no unrecognized tax benefits.
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 had determined that additional tax and interest totaling $ 1.2 million would arise as a consequence of the review. During the quarter ended September 30, 2024 the Company and the U.K. tax authorities reached agreement on this position, and the liability was settled. The liability which was agreed on ultimate settlement was consistent with the amount recorded as a liability, and this item has been released from unrecognized tax benefits and recognized in income taxes.
A non-U.S. subsidiary, Innospec Performance Chemicals Italia Srl, was subject to a tax audit in relation to the period 2011 to 2014 inclusive. The Company had determined that additional tax, interest and penalties totaling $ 3.4 million would 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 was 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, and due to imminent settlement, this item was released from unrecognized tax benefits and recognized in accrued income taxes in that quarter.
75
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 determined that additional tax, interest and penalties totaling $ 11.0 million could arise in relation to this item. This includes an increase in additional interest accrued of $ 0.8 million recorded during 2024. As the statute of limitations in relation to this item lapsed in the quarter ended December 31, 2024, this item has now been released from unrecognized tax benefits in the final quarter.
The Company and its U.S. subsidiaries remain open to examination by the IRS for years 2021 onwards under the statute of limitations. The Company’s subsidiaries in foreign tax jurisdictions are open to examination including Brazil (2020 onwards), Germany (2020 onwards), and the U.K. (2023 onwards).
The sources of income before income taxes were as follows:
(in millions)
2024
2023
2022
Domestic
$
90.2
$
95.2
$
106.3
Foreign
( 49.0
)
79.2
78.3
$
41.2
$
174.4
$
184.6
The components of income tax expense are summarized as follows:
(in millions)
2024
2023
2022
Current:
Federal
$
16.9
$
12.4
$
27.0
State and local
2.9
0.2
6.5
Foreign
26.2
18.6
23.1
46.0
31.2
56.6
Deferred:
Federal
( 4.1
)
5.2
( 3.7
)
State and local
( 0.5
)
0.3
( 0.7
)
Foreign
( 35.8
)
( 1.4
)
( 0.6
)
( 40.4
)
4.1
( 5.0
)
$
5.6
$
35.3
$
51.6
Cash payments for income taxes were $ 51.7 million, $ 54.3 million and $ 50.0 million during 2024, 2023 and 2022, respectively.
The effective tax rate varies from the U.S. federal statutory rate because of the factors indicated below. In considering the items that create variances when compared to the U.S. federal statutory rate, it is worth
76
noting that the percentage impact of a given item in the table below would be higher in 2024 because income before income taxes in 2024 is significantly lower than in 2023 and prior years.
(in percent)
2024
2023
2022
Statutory rate
21.0
%
21.0
%
21.0
%
Foreign income inclusions
13.5
2.1
3.3
Foreign tax rate differential
( 3.2
)
0.9
0.9
Tax charge/(credit) from previous years
( 1.0
)
( 2.6
)
0.2
Net charge/(credit) from unrecognized tax benefits
( 24.6
)
0.7
( 1.4
)
Foreign currency transactions
( 0.9
)
( 1.4
)
3.5
Tax on unremitted earnings
1.9
1.4
0.3
State and local taxes
4.6
1.0
2.2
U.S. incentive for foreign derived intangible income
( 4.8
)
( 2.8
)
( 2.7
)
Innovation incentives
( 6.9
)
( 1.3
)
( 0.8
)
Non-deductible officer compensation
4.7
1.0
1.4
Adjustment to contingent consideration
1.8
—
—
Movement in unrecognized deferred taxes
6.6
( 0.3
)
—
Impact of internal reorganizations
1.2
—
—
Meals and entertainment
0.8
0.2
0.1
Stock compensation
( 0.9
)
( 0.5
)
—
Other items and adjustments, net
( 0.2
)
0.8
—
13.6
%
20.2
%
28.0
%
The effective tax rate has been positively impacted by the current year recognition of previously unrecognized tax benefits. This item arose due to the lapse of the statute of limitations associated with the unrecognized tax benefit in the final quarter of 2024. This item had a lesser impact in prior years, with a negative impact on the effective tax rate in 2023 and a positive impact in 2022.
Foreign income inclusions arise each year from certain types of income earned overseas being taxable under U.S. regulations. Foreign tax credits can fully or partially offset these incremental U.S. taxes from foreign income inclusions. The utilization of foreign tax credits varies year on year as this is dependent on a number of variable factors which are difficult to predict and may prevent offset. The effective tax rate in 2024 and the disclosed prior years has been negatively impacted by these items.
The Company is subject to state taxes and local taxes primarily in the U.S. in addition to federal taxes. The effective tax rate in 2024 and the disclosed prior years has been negatively impacted by these taxes. While the absolute amount of such taxes incurred in 2024 is comparable to prior years, as income before income taxes is substantially lower it has a higher overall impact on the effective tax rate.
The level of foreign-derived intangible income benefit that the Company is entitled to has had a positive impact on the effective tax rate in both 2024 and the disclosed prior years.
The Company benefits from innovation reliefs in relation to relevant research and development expenditure in certain jurisdictions, notably the U.S. and the U.K., which have a positive impact on the effective tax rate. While the absolute amount of such reliefs claimed in 2024 is comparable to prior years, as income before income taxes is substantially lower it has a higher overall impact on the effective tax rate.
77
The Company considers that there is insufficient evidence that sufficient future taxable income will arise in certain territories to allow for the recognition of deferred tax assets. In such cases, a valuation allowance is applied, which results in a permanent adjustment to the tax charge and therefore impacts on the effective tax rate. There is an increase in the valuation allowances in 2024 which have a negative impact on the effective tax rate. The rate was positively impacted by this item in 2023 as an assessment of evidence allowed for the recognition of previously unrecognized deferred taxes.
Details of deferred tax assets and liabilities are analyzed as follows:
(in millions)
2024
2023
Deferred tax assets:
Stock compensation
$
3.7
$
3.7
Net operating loss carry forwards
8.8
9.2
Other intangible assets
4.8
8.7
Accretion expense
3.2
3.2
Restructuring provision
1.5
1.6
Employee related liabilities
9.2
7.5
Foreign tax credits
2.1
1.7
Operating lease liabilities
11.1
12.6
Inventory provisions
9.0
6.5
Pensions
0.5
—
Carried forward interest deductions
1.4
0.5
Bad debt reserves
1.4
1.6
Research and experimental expenditure
8.3
5.3
Other
3.4
3.0
Subtotal
68.4
65.1
Less valuation allowance
( 2.4
)
( 0.1
)
Total net deferred tax assets
$
66.0
$
65.0
Deferred tax liabilities:
Property, plant and equipment
$
( 29.5
)
$
( 24.8
)
Intangible assets including goodwill
( 31.6
)
( 31.2
)
Pension asset
—
( 7.6
)
Customer relationships
( 1.7
)
( 5.1
)
Unremitted overseas earnings
( 5.1
)
( 4.4
)
Right-of-use assets
( 10.7
)
( 12.5
)
Other
( 1.5
)
( 2.5
)
Total deferred tax liabilities
$
( 80.1
)
$
( 88.1
)
Net deferred tax liability
$
( 14.1
)
$
( 23.1
)
Deferred tax assets
$
9.4
$
10.4
Deferred tax liabilities
( 23.5
)
( 33.5
)
$
( 14.1
)
$
( 23.1
)
The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. Available evidence considered in determining the use of deferred tax assets includes, but is not limited to, cumulative losses
78
arising in recent accounting periods, the Company’s estimate of future taxable income and any applicable tax-planning strategies. Based on such evidence, if it is more likely than not that some portion or all of such deferred tax assets will not be realized, a valuation allowance is recorded to reduce the Company’s deferred tax assets. On the basis of this evaluation, as of December 31, 2024, a valuation allowance of $ 2.4 million has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carry forward period are reduced or increased or if other evidence becomes available.
As of December 31, 2024, the Company has approximately $ 0.2 million of tax-effected state net operating loss carryforwards, net of federal benefit. Some of these loss carryforwards will begin to expire in 2037 if not utilized. The Company also has approximately $ 7.0 million of tax-effected foreign net operating loss carryforwards, net of valuation allowance, across four of the Company’s foreign subsidiaries, which can also be carried forward indefinitely.
Note 12. Long-Term Debt
As at December 31, 2024 and 2023, the Company has no t drawn down on its revolving credit facility. During 2024, 2023 and 2022, the Company did no t draw down or repay any borrowing on its revolving credit facility.
On May 31, 2023, Innospec Inc. and certain subsidiaries of the Company (together with the Company, the “Borrowers”) entered into a Multicurrency Revolving Facility Agreement with various lenders (the “Agreement”) which replaces the Company’s credit facility agreement dated September 26, 2019 . The Agreement provides for a $ 250,000,000 four-year multicurrency revolving loan facility available to the Borrowers (the “Facility”). The Agreement also contains an accordion feature whereby the Company may elect to increase the total available borrowings by an aggregate amount of up to $ 125,000,000 . The termination date of the Facility is May 30, 2027 , but the Agreement includes an option for the Company to request an extension of the Facility for a further year.
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 a consequence, the Company has capitalized a further $ 0.3 million of costs relating to the new Agreement which are to be amortized over the period to May 31, 2028 .
The deferred finance costs of $ 1.1 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.
79
(in millions)
2024
2023
Gross cost at January 1
$
1.4
$
1.8
Written off
—
( 1.8
)
Capitalized in the year
0.3
1.4
1.7
1.4
Accumulated amortization at January 1
$
( 0.2
)
$
( 1.2
)
Written off
—
1.4
Amortization in the year
( 0.4
)
( 0.4
)
$
( 0.6
)
$
( 0.2
)
Net book value at December 31
$
1.1
$
1.2
Amortization expense was $ 0.4 million, $ 0.4 million and $ 0.4 million in 2024, 2023 and 2022, respectively. The charge is included in interest expense, see Note 2 of the Notes to the Consolidated Financial Statements.
The obligations of the Company under the credit facility are secured obligations and guaranteed by certain subsidiaries of the Company. Amounts available under the revolving facility may be borrowed in U.S. dollars, Euros, British pounds and other freely convertible currencies.
The Company’s credit facility contains restrictive clauses which may constrain our activities and limit our operational and financial flexibility. The facility obliges the lenders to comply with a request for utilization of finance unless there is an event of default outstanding. Events of default are defined in the credit facility and include a material adverse change to our assets, operations or financial condition. The facility contains a number of restrictions that limit our ability, among other things, and subject to certain limited exceptions, to incur additional indebtedness, pledge our assets as security, guarantee obligations of third parties, make investments, undergo a merger or consolidation, dispose of assets, or materially change our line of business.
In addition, the credit facility contains terms which, if breached, would result in it becoming repayable on demand. It requires, among other matters, compliance with the following financial covenant ratios measured on a quarterly basis: (1) the ratio of net debt to EBITDA shall not be greater than 3.5:1 and (2) the ratio of EBITDA to net interest shall not be less than 4.0:1. Management has determined that the Company has not breached these covenants throughout the period to December 31, 2024 and does not expect to breach these covenants for the next 12 months.
The weighted average rate of interest on borrowings was 0.00 % at December 31, 2024 and 0.00 % at December 31, 2023. Payments of interest on long-term debt were $ 0.0 million, $ 0.0 million and $ 0.0 million in 2024, 2023 and 2022, respectively.
The net cash outflows in respect of refinancing costs were $ 0.3 million, $ 1.4 million and $ 0.0 million in 2024, 2023 and 2022, respectively.
Note 13. 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
80
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
2023
2022
Total at January 1
$
61.6
$
57.2
$
56.5
Charge for the period
4.7
8.9
5.3
Utilized in the period
( 3.8
)
( 4.9
)
( 4.2
)
Exchange effect
( 2.2
)
0.4
( 0.4
)
Total at December 31
60.3
61.6
57.2
Due within one year
( 5.0
)
( 4.6
)
( 5.3
)
Due after one year
$
55.3
$
57.0
$
51.9
Amounts due within one year refer to provisions where expenditure is expected to arise within one year of the balance sheet date.
The charge for the period in 2024 represents the accretion expense recognized of $ 3.6 million and a further $ 1.1 million primarily in respect of changes in the expected cost and scope of future remediation activities. The charges for plant closure provisions are recognized in cost of goods sold for our reporting segments and within selling, general and administrative expenses for Corporate costs.
We recognize environmental remediation liabilities when they are probable and the costs can be reasonably estimated, and asset retirement obligations when there is an obligation based on a legal requirement, including those arising from a Company promise, and the costs can be reasonably estimated. The Company has to anticipate the program of work required and the associated future expected costs, and comply with environmental legislation in the countries in which it operates or has operated in.
Expenditure utilizing plant closure provisions was $ 3.8 million, $ 4.9 million and $ 4.2 million in 2024, 2023 and 2022, respectively.
Note 14. Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes a mid-market pricing convention for valuing the majority of its assets and liabilities measured and reported at fair value. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company primarily applies the market approach for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Company is able to classify fair value balances based on the observability of those inputs. The Company gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair
81
value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy Levels. In 2024, the Company evaluated the fair value hierarchy levels assigned to its assets and liabilities, and concluded that there should be no transfers into or out of Levels 1, 2 and 3.
The following table presents the carrying amount and fair values of the Company’s assets and liabilities measured on a recurring basis:
December 31, 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
$
3.9
$
3.9
$
4.8
$
4.8
Foreign currency forward exchange
contracts
1.5
1.5
—
—
Liabilities
Derivatives (Level 1 measurement):
Other current liabilities:
Foreign currency forward exchange
contracts
—
—
1.0
1.0
Non-financial liabilities (Level 3 measurement):
Acquisition-related contingent consideration
20.1
20.1
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.
Derivatives: The fair value of derivatives relating to foreign currency forward exchange contracts and interest rate swaps 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 at December 31, 2024 has been calculated based on the latest forecast.
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Note 15. Derivative Instruments and Risk Management
The Company has limited involvement with derivative instruments and does not trade them. The Company does use derivatives to manage certain interest rate, foreign currency exchange rate, raw material cost exposures and greenhouse gases emission allowances, as the need arises.
The Company previously entered into interest rate swap contracts to reduce interest rate risk on its core debt. As at December 31, 2024 and 2023, there were no interest rate swaps in place. Interest rate swaps were previously in place to hedge interest rate risk on the term loan for a notional value that matched the repayment profile of the term loan.
The Company enters into various foreign currency forward exchange contracts to minimize currency exchange rate exposure from expected future cash flows. As at December 31, 2024, foreign currency forward exchange contracts with a notional value of $ 212.8 million were in place (December 31, 2023 $ 156.5 million), with maturity dates of up to two years from 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 2024 was a gain of $ 5.3 million (2023 – loss $ 4.0 million).
As at December 31, 2024 and 2023, the Company did not hold any raw material derivatives.
The Company participates in the new United Kingdom Emissions Trading Scheme (“UK ETS”) which was launched on January 1, 2021. Emissions trading schemes work on the ‘cap and trade’ principle, where a cap is set on the total amount of certain greenhouse gases that can be emitted by sectors covered by the scheme. This limits the total amount of carbon that can be emitted. Within this cap, participants receive free allowances and/or buy emission allowances at auction or on the secondary market which they can trade with other participants as needed. As at December 31, 2024, the Company held UK ETS credits of $ 3.9 million (December 31, 2023 – $ 4.8 million).
The Company sells a range of specialty chemicals to major oil refiners and chemical companies throughout the world. Credit limits, ongoing credit evaluation and account monitoring procedures are intended to minimize bad debt risk. Collateral is not generally required.
Note 16. Commitments and Contingencies
Environmental remediation liabilities and asset retirement obligations
Commitments in respect of environmental remediation liabilities and asset retirement obligations are disclosed in Note 13 of the Notes to the Consolidated Financial Statements.
Capital commitments
The estimated additional cost to complete work in progress at December 31, 2024 is $ 35.4 million (2023 – $ 33.7 million).
Internally developed software
The estimated additional cost to complete work in progress at December 31, 2024 is $ 29.5 million (2023 – $ 8.9 million).
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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, 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 December 31, 2024, such guarantees which are not recognized as liabilities in the consolidated financial statements amounted to $ 6.8 million (December 31, 2023 – $ 6.2 million). The remaining terms of the fixed maturity guarantees vary from approximately 2 months 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 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.
Note 17. Stockholders’ Equity
Common Stock
Treasury Stock
(number of shares in thousands)
2024
2023
2022
2024
2023
2022
At January 1
29,554.5
29,554.5
29,554.5
4,687
4,789
4,781
Exercise of options
—
—
—
( 97
)
( 113
)
( 55
)
Stock purchases
—
—
—
5
11
63
At December 31
29,554.5
29,554.5
29,554.5
4,595
4,687
4,789
At December 31, 2024, the Company had authorized common stock of 40,000,000 shares (2023 - 40,000,000 ).
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Note 18. Share-Based Compensation Plans
Stock option plans
The Company has two stock option plans, the Omnibus Long-Term Incentive Plan and the ShareSave Plan 2008 under which it currently grants awards. The stock options have vesting periods ranging from 2 to 5 years and in all cases stock options granted expire within 10 years of the date of grant. All grants are at the sole discretion of the Compensation Committee of the Board of Directors. Grants may be priced at market value or at a premium or discount. The aggregate number of shares of common stock reserved for issuance which can be granted under the plans is 2,550,000 .
The fair value of stock options is measured on the grant date using either a fair market value methodology, or in cases where performance criteria are dependent upon external factors such as the Company’s stock price, using a Monte Carlo model.
The Company’s policy is to issue shares from treasury stock to holders of stock options who exercise those options, but if sufficient treasury stock is not available, the Company will issue previously unissued shares of stock to holders of stock options who exercise options.
Stock equivalent units
The Company awards Stock Equivalent Units (“SEUs”) from time to time as a long-term performance incentive. SEUs are cash settled equity instruments conditional on certain performance criteria and the fair value is linked to the Innospec Inc. share price. SEUs have vesting periods ranging from six months to 5 years and in all cases SEUs granted expire within 10 years of the date of grant. Grants may be priced at market value or at a premium or discount. There is no limit to the number of SEUs that can be granted. As at December 31, 2024 the liability for SEUs of $ 16.8 million is included in accrued liabilities in the consolidated balance sheet, where they will remain until they are cash settled.
The fair value of SEUs is re-measured at each balance sheet reporting date using either a fair market value methodology, or in cases where performance criteria are dependent upon external factors such as the Company’s stock price, using a Monte Carlo model.
Compensation cost
The compensation cost recorded for stock options was $ 8.5 million, $ 8.0 million and $ 6.7 million for 2024, 2023 and 2022, respectively. The compensation cost for stock options is based on the grant-date fair value and spread evenly over the vesting period.
The compensation cost recorded for SEUs was $ 6.5 million, $ 13.5 million and $ 24.2 million for 2024, 2023 and 2022, respectively. The compensation cost for SEUs is spread over the life of the award subject to a revaluation to the fair value at each quarter end. The revaluation may result in a charge or a credit to the income statement in each quarter dependent upon our share price movements and other performance criteria.
Forfeits are accounted for as an adjustment to the charge in the period in which the forfeits occur.
85
Transactions in the period
The fair value of each stock option or SEU granted in the year was calculated with the following weighted average assumptions to determine the grant-date fair values of the share-based compensation:
2024
2023
2022
Dividend yield
1.13
%
1.16
%
1.27
%
Expected life
3 years
4 years
5 years
Volatility
25.5
%
39.7
%
39.8
%
Risk free interest rate
4.38
%
4.47
%
2.90
%
The dividend yield was based on our recent history of dividend payouts. The expected life was determined based upon historical exercise experience. The volatility was determined based upon the historical daily stock price volatilities. The risk free interest rate was based on the U.S. Federal Reserve 3 year interest rate at the grant dates, which approximates to the expected term of the options.
The following tables summarizes the transactions of the Company’s share-based compensation plans for the year ended December 31, 2024.
Number of
shares
Weighted
Average
Grant-Date
Fair Value
Nonvested at December 31, 2023
652,891
$
75.2
Granted
139,867
$
130.3
Vested
( 200,296
)
$
82.0
Forfeited
( 17,791
)
$
75.4
Nonvested at December 31, 2024
574,671
$
86.2
Number of
shares
Weighted
Average
Exercise
price
Weighted-Average Remaining Contractual Term (years)
Outstanding at December 31, 2023
701,776
$
24.8
Granted
139,867
$
—
Exercised
( 203,772
)
$
11.3
Forfeited
( 18,166
)
$
26.0
Outstanding at December 31, 2024
619,705
$
23.5
2.5
Exercisable at December 31, 2024
45,034
$
37.1
3.6
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
86
the table above. All other awards granted in the quarter have similar vesting conditions to those granted in the previous periods.
Other disclosures
As at December 31, 2024, there was $ 19.1 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 1.7 years.
The total intrinsic value of share-based compensation plans outstanding at December 31, 2024 was $ 50.8 million. The total intrinsic value of share-based compensation plans exercisable at December 31, 2024 was $ 3.3 million. The total intrinsic value of share-based compensation plans exercised, was approximately $ 22.4 million in 2024 and $ 27.9 million in 2023.
The total cash paid for SEUs exercised was approximately $ 12.8 million in 2024 and $ 16.8 million in 2023. The total fair value of share-based compensation that vested was $ 16.4 million in 2024 and $ 14.0 million in 2023.
The weighted-average grant-date fair value of share-based compensation plans granted during 2024, 2023, and 2022 was $ 130.3 , $ 94.4 , and $ 60.2 , respectively.
The Company recorded a current tax charge of $ 0.1 million in 2024, a current tax charge of $ 0.3 million in 2023 and a current tax charge of $ 0.7 million in 2022, in relation to stock option compensation. This amount is inclusive of excess tax benefits.
Note 19. Reclassifications out of Accumulated Other Comprehensive Loss
Reclassifications out of accumulated other comprehensive loss (“AOCL”) for 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
$
8.4
See (1) below
Amortization of actuarial net losses
( 0.2
)
See (1) below
Pension scheme settlement
138.1
See (1) below
146.3
Total before tax
( 47.8
)
Income tax expense
Total reclassifications
$
98.5
Net of tax
(1) These items are included in the computation of net periodic pension cost. See Note 10 of the Notes to the Consolidated Financial Statements for additional information.
87
Changes in AOCL for 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/(losses) before reclassifications
—
( 20.1
)
( 20.1
)
Amounts reclassified from AOCL
98.5
—
98.5
Actuarial net losses arising during the year
( 21.3
)
—
( 21.3
)
Net current period other comprehensive income/(losses)
77.2
( 20.1
)
57.1
Balance at December 31, 2024
$
—
$
( 91.0
)
$
( 91.0
)
Reclassifications out of AOCL for 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
$
0.5
See (1) below
Amortization of actuarial net losses
( 2.1
)
See (1) below
( 1.6
)
Total before tax
0.3
Income tax expense
Total reclassifications
$
( 1.3
)
Net of tax
(1) These items are included in the computation of net periodic pension cost. See Note 10 of the Notes to the Consolidated Financial Statements for additional information.
Changes in AOCL for 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/(losses) before reclassifications
—
15.9
15.9
Amounts reclassified from AOCL
( 1.3
)
—
( 1.3
)
Actuarial net losses arising during the year
( 17.5
)
—
( 17.5
)
Net current period other comprehensive income/(losses)
( 18.8
)
15.9
( 2.9
)
Balance at December 31, 2023
$
( 77.2
)
$
( 70.9
)
$
( 148.1
)
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Note 20. Recently Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This guidance is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption was permitted. The adoption of this ASU has not had a material impact on the Company’s disclosures.
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this ASU require disclosure within the notes to the financial statements, of specified information about certain costs and expenses. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We do not currently expect the adoption of this ASU will have a material impact on the Company’s disclosures.
Note 21. 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, a chemicals manufacturer, since February 2020. In 2024, the Company did no t purchase any product from AdvanSix (2023 – $ 0.4 million; 2022 - $ 0.5 million). As at December 31, 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 1, 2024 until May 10, 2024 the Company incurred fees from SGR of $ 0.2 million (2023 – $ 0.3 million; 2022 – $ 0.3 million). As at December 31, 2024, 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 2024 for a value of less than $ 0.1 million (2023 - $ 0.1 million; 2022 – $ 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 December 31, 2024, EMR owed nil for scrap metal purchased from the Company (December 31, 2023 – nil ).
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Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.