Sensient Technologies Corp 10-Q for FY2026 Q1
Sensient Technologies Corp (SXT)
10-Q
2026-05-05
For: 2026-03-31
View Original
Added on
May 05, 2026
About this 10-Q
Sensient Technologies Corp filed this 10-Q on May 5, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $435.83M
- up 11.1% from $392.33M a year earlier
- Net income
- $44.17M
- up 28.2% from net income of $34.46M a year earlier
- Diluted EPS
- $1.04
- up 28.4% from $0.81 a year earlier
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended:
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
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to
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Commission file number: 001-07626
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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(Address of principal executive offices)
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Registrant’s telephone number, including area code:
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(
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated Filer ☐
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Non-Accelerated Filer ☐
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Smaller Reporting Company
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Emerging Growth Company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class
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Outstanding at April 22, 2026
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Common Stock, par value $0.10 per share
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SENSIENT TECHNOLOGIES CORPORATION
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Page No.
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PART I. FINANCIAL INFORMATION:
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II. OTHER INFORMATION:
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Item 1.
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Item 1A.
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Item 2.
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Item 5.
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Item 6.
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| PART I. |
FINANCIAL INFORMATION
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| ITEM 1. |
FINANCIAL STATEMENTS
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SENSIENT TECHNOLOGIES CORPORATION
(In thousands except per share amounts)
(Unaudited)
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Three Months
Ended March 31,
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2026
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2025 |
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Revenue
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$
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$
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Cost of products sold
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Selling and administrative expenses
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Operating income
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Interest expense
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Earnings before income taxes
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Income taxes
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Net earnings
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$
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Weighted average number of common shares outstanding:
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Basic
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Diluted
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Earnings per common share:
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Basic
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$
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$
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Diluted
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$
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$
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Dividends declared per common share
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$
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$
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See accompanying notes to consolidated condensed financial statements.
SENSIENT TECHNOLOGIES CORPORATION
(In thousands)
(Unaudited)
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Three Months
Ended March 31,
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2026
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2025 |
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Comprehensive income
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$
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$
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See accompanying notes to consolidated condensed financial statements.
SENSIENT TECHNOLOGIES CORPORATION
(In thousands)
| Assets |
March 31,
2026
(Unaudited)
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December 31,
2025
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Current Assets:
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Cash and cash equivalents
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$
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$
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Trade accounts receivable
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Inventories
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Prepaid expenses and other current assets
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Fixed assets held for sale
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Total current assets
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Other assets
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Deferred tax assets
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Intangible assets, net
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Goodwill
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Property, Plant, and Equipment:
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Land
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Buildings
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Machinery and equipment
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Construction in progress
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Less accumulated depreciation
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(
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Total assets
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$
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$
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Liabilities and Shareholders’
Equity
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Current Liabilities:
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Trade accounts payable
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$
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$
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Accrued salaries, wages, and withholdings from employees
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Other accrued expenses
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Income taxes
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Short-term borrowings
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Total current liabilities
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Deferred tax liabilities
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Other liabilities
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Accrued employee and retiree benefits
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Long-term debt
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Shareholders’ Equity:
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Common stock
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Additional paid-in capital
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Earnings reinvested in the business
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Treasury stock, at cost
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Accumulated other comprehensive loss
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Total shareholders’ equity
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Total liabilities and shareholders’ equity
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$
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$
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See accompanying notes to consolidated condensed financial statements.
SENSIENT TECHNOLOGIES CORPORATION
(In thousands)
(Unaudited)
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Three Months
Ended March 31, |
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2026
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2025 |
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Cash flows from operating activities:
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Net earnings
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$
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$
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Adjustments to arrive at net cash provided by operating activities:
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Depreciation and amortization
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Share-based compensation expense
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Net (gain) loss on assets
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Portfolio Optimization Plan costs
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Deferred income taxes
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Changes in operating assets and liabilities:
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Trade accounts receivable
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Inventories
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Prepaid expenses and other assets
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Accounts payable and other accrued expenses
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Accrued salaries, wages, and withholdings from employees
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Income taxes
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Other liabilities
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Net cash used in operating activities
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Cash flows from investing activities:
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Acquisition of property, plant, and equipment
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Proceeds from sale of assets
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Acquisition of new business
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Other investing activities
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Net cash used in investing activities
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Cash flows from financing activities:
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Proceeds from additional borrowings
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Debt payments
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Dividends paid
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Other financing activities
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Net cash provided by financing activities
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Effect of exchange rate changes on cash and cash equivalents
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Net increase in cash and cash equivalents
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Cash and cash equivalents at beginning of period
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Cash and cash equivalents at end of period
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$
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$
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See accompanying notes to consolidated condensed financial statements.
SENSIENT TECHNOLOGIES CORPORATION
(In thousands, except share and per share amounts)
(Unaudited)
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Three Months Ended March 31, 2026
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Common
Stock |
Additional
Paid-In
Capital |
Earnings
Reinvested
in the
Business |
Treasury Stock
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Accumulated
Other
Comprehensive
(Loss) Income |
Total
Equity
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Amount
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Balances at December 31, 2025
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$
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$
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$
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$
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(
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$
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(
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$
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Net earnings
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-
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Other comprehensive loss
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-
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(
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Cash dividends paid – $
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(
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-
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(
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Share-based compensation
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-
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| Non-vested stock issued upon vesting | ( |
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Benefit plans
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Other
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Balances at March 31,
2026
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$
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$
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$
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$
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(
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$
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(
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$
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Three Months Ended March 31, 2025
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Balances at December 31, 2024
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$ | $ | $ | $ | ( |
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Net earnings
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- | |||||||||||||||||||||||||||
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Other comprehensive income
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- | |||||||||||||||||||||||||||
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Cash dividends paid – $
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( |
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Share-based compensation
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- | |||||||||||||||||||||||||||
| Non-vested stock issued upon vesting |
( |
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Benefit plans
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( |
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| Other |
( |
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Balances at March 31, 2025
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$ | $ | $ | $ | ( |
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See accompanying notes to consolidated condensed financial statements.
SENSIENT
TECHNOLOGIES CORPORATION
(Unaudited)
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1.
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Accounting Policies
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In the opinion of Sensient Technologies Corporation (the Company), the
accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) that are necessary to present fairly the financial position of the Company as of March 31, 2026, and the
results of operations, comprehensive income, cash flows, and shareholders’ equity for the three months ended March 31, 2026 and 2025. The results of operations for any interim period are not necessarily indicative of the results to be expected
for the full year.
The
preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates. Expenses are charged to operations in the period incurred.
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items
that meet a quantitative threshold. This ASU also requires the Company to disaggregate its income taxes paid disclosure by federal, state, and foreign taxes, with further disaggregation required for significant individual jurisdictions. This
ASU is effective for fiscal years beginning after December 15, 2024. The Company adopted this ASU in the fourth quarter of 2025 using a prospective transition method. The Company updated its annual disclosures as a result of adopting this ASU,
and the adoption did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) – Disaggregation of Income Statement Expenses, which will require the Company to disclose disaggregated
information about certain income statement expense line items. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the
potential impact of this standard on its consolidated financial statements and its related disclosures.
Please refer to the notes in the Company’s
annual consolidated financial statements for the year ended December 31, 2025, for additional details of the Company’s financial condition and a description of the Company’s accounting policies, which have been continued without change.
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2.
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Acquisition
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On February 14, 2025,
the Company acquired Biolie SAS, a natural color extraction business located in France. The Company paid $4.9
million in cash for this acquisition, which is net of $0.2 million in debt assumed. The assets acquired and liabilities assumed were
recorded at their estimated fair value as of the acquisition date. The Company acquired net assets of $0.3 million, with the remaining
$4.6 million allocated to goodwill. This business is part of the Color segment.
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3.
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Portfolio Optimization Plan
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During the fourth quarter of 2023, the Board
of Directors of the Company approved a plan to undertake an effort to optimize certain production facilities and improve efficiencies within the Company (Portfolio Optimization Plan). As part of the Portfolio Optimization Plan, in the Flavors
& Extracts segment, the Company evaluated the closure of its manufacturing facility in Felinfach, Wales, United Kingdom, the closure of its sales office in Granada, Spain, and the centralization and elimination of certain selling and
administrative positions. In addition, in the Color segment, the Company evaluated the closure of a manufacturing facility in Delta, British Columbia, Canada, the closure of a sales office in Argentina, and centralizing and eliminating certain
production positions and selling and administrative positions. The Company reports all costs associated with the Portfolio Optimization Plan in the Corporate & Other segment.
The Company’s Felinfach site was shut down in May 2025, and all production activities have been transferred to other locations. The Company began
marketing the Felinfach site for sale in June 2025. As a result, the Company met all of the assets held for sale criteria for the Felinfach land and building assets in June 2025. The Company sold the land and building assets in February 2026 for
approximately $2.0 million, resulting in a $0.4 million gain recognized in Selling and Administrative Expenses on the Company’s Consolidated Statements of Earnings. There were no costs associated with the Portfolio Optimization Plan recognized during the three months ended March 31, 2026. The Company has completed all
actions contemplated under the Portfolio Optimization Plan.
The total cost of the Portfolio Optimization Plan was approximately $50 million, primarily related to non-cash impairment charges and employee separation costs. We anticipate that the Portfolio Optimization Plan will reduce annual operating costs by approximately $8 million, with the full benefit expected to be achieved beginning in 2026. The Company reduced headcount by approximately 100 positions, primarily in the Flavors & Extracts and Color segments, related to certain production and selling and administrative positions.
The following table
summarizes the Portfolio Optimization Plan expenses by segment for the three months ended March 31, 2025:
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(In thousands)
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Flavors &
Extracts
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Color
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Consolidated
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Non-cash charges – Cost of products sold
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$ | $ |
$ | |||||||||
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Employee separation – Selling and administrative expenses
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Other production costs – Cost of products sold
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Other costs – Selling and administrative expenses(1)
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Total
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$
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$
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$
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(1) |
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| 4. |
Trade Accounts Receivable
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Trade accounts
receivables are recorded at their face amount, less an allowance for expected losses on doubtful accounts. The allowance for doubtful accounts is calculated based on customer-specific analysis and an aging methodology using historical loss
information. The Company believes historical loss information is a reasonable basis for expected credit losses as the Company’s historical credit loss experience correlates with its customer delinquency status. This information is also adjusted
for any known current economic conditions. Forecasted economic conditions have not had a significant impact on the current credit loss estimate due to the short-term nature of the Company’s customer receivables; however, the Company will
continue to monitor and evaluate the rapidly changing economic conditions. Additionally, as the Company only has one
portfolio segment, there are not different risks between portfolios. Specific accounts are written off against the allowance for doubtful accounts when the receivable is deemed no longer collectible.
The following table summarizes the changes in
the allowance for doubtful accounts during the three-month periods ended March 31, 2026 and 2025:
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(In
thousands)
Three Months Ended March 31, 2026
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Allowance for
Doubtful Accounts
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Balance at December 31, 2025
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$
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Provision for expected credit losses
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Accounts written off
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(
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)
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Translation and other activity
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(
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Balance at March 31, 2026
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$
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(In
thousands)
Three Months Ended March 31, 2025
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Allowance for
Doubtful Accounts
|
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Balance at December 31, 2024
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$
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Provision for expected credit losses
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Accounts written off
|
(
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)
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Translation and other activity
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Balance at March 31, 2025
|
$
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| 5. |
Inventories
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At March 31, 2026, and December 31, 2025, inventories included finished and in-process products totaling $492.2
million and $491.4 million, respectively, and raw materials and supplies of $189.5 million and $186.8
million, respectively.
| 6. |
Debt
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On March 27,
2026, the Company issued €65 million of Euro-denominated senior notes under the Amended and Restated Consolidated Note Purchase and Master Note Agreement, maturing in
and bearing an interest rate of 4.00 %. The
proceeds were used to repay a portion of the Company’s existing revolving credit facility.
| 7. |
Fair Value
|
Accounting
Standards Codification 820, Fair Value Measurement, defines fair value for financial assets and liabilities, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair
value measurements. The carrying values of the Company’s cash and cash equivalents, trade accounts receivable, trade accounts payable, accrued expenses, and short-term borrowings were approximately the same as the fair values as of March 31, 2026
and December 31, 2025. The net fair value of the forward exchange contracts based on current pricing obtained for comparable derivative products (Level 2 inputs) was an asset of $1.1
million and $0.3 million as of March 31, 2026 and December 31, 2025, respectively. The fair value of the Company’s long-term debt,
including current maturities, is estimated using discounted cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements (Level 2 inputs). The carrying value of the long-term debt at March 31,
2026 and December 31, 2025, was $767.8 million and $709.5 million, respectively. The fair value of the long-term debt at March 31, 2026 and December 31, 2025, was $776.6 million and $720.9 million, respectively.
| 8. |
Segment Information
|
The Company evaluates performance based on
operating income before share-based compensation (except for share-based compensation expense associated with stock grants to certain business unit leaders); restructuring and other charges, including Portfolio Optimization Plan costs; interest
expense; and income taxes (segment operating income). Total revenue and segment operating income by business segment and geographic region include both sales to customers, as reported in the Company’s Consolidated Statements of Earnings, and
intersegment sales, which are accounted for at prices that approximate market prices and are eliminated in consolidation.
Assets by business segment and geographic region are those assets used in the Company’s operations in each segment and geographic region. Segment assets reflect the allocation of goodwill to each segment. Corporate & Other assets consist primarily of accounts receivables from the securitization program, investments, deferred tax assets, and fixed assets.
The Company determines its operating segments based on information utilized by its chief operating decision maker (CODM) to allocate resources and assess performance. The Company’s CODM is the President and Chief Executive Officer. The CODM uses segment operating income or loss to allocate resources, which includes employees, financial, or capital resources, predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual and year-over-year variances on a monthly basis for segment operating income or loss when allocating capital and personnel resources to the segments. Segment performance is evaluated based on operating income of the respective business units before share-based compensation (except for share-based compensation expense associated with stock grants to certain business unit leaders), restructuring and other charges, including the Portfolio Optimization Plan costs, and other costs (which are reported in Corporate & Other), interest expense, and income taxes.
The Company’sthree reportable segments are the Flavors & Extracts and Color segments, which are both managed on a product line
basis, and the Asia Pacific segment, which is managed on a geographic basis. The Company’s Flavors & Extracts segment produces flavor, extracts, and essential oils products that impart a desired taste, texture, aroma, or other characteristics
to a broad range of consumer and other products. The Color segment produces natural and synthetic color systems for foods, beverages, pharmaceuticals, and nutraceuticals; colors, ingredients, and systems for personal care; and technical colors for
industrial applications. The Asia Pacific segment is managed on a geographic basis and produces and distributes color, flavor, and essential oils products for the Asia Pacific countries. The Company’s corporate expenses, share-based compensation
(except for share-based compensation expense associated with stock grants to certain business unit leaders), restructuring and other charges, including Portfolio Optimization Plan costs as further described in Note 3, Portfolio Optimization Plan, and certain other costs are included in the “Corporate & Other” category.
Assets by business segment and geographic region are those assets used in the Company’s operations in each segment and geographic region. Segment assets reflect the allocation of goodwill to each segment. Corporate & Other assets consist primarily of accounts receivables from the securitization program, investments, deferred tax assets, and fixed assets.
The Company determines its operating segments based on information utilized by its chief operating decision maker (CODM) to allocate resources and assess performance. The Company’s CODM is the President and Chief Executive Officer. The CODM uses segment operating income or loss to allocate resources, which includes employees, financial, or capital resources, predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual and year-over-year variances on a monthly basis for segment operating income or loss when allocating capital and personnel resources to the segments. Segment performance is evaluated based on operating income of the respective business units before share-based compensation (except for share-based compensation expense associated with stock grants to certain business unit leaders), restructuring and other charges, including the Portfolio Optimization Plan costs, and other costs (which are reported in Corporate & Other), interest expense, and income taxes.
The Company’s
Operating results by segment for the
periods presented are as follows:
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Corporate
& Other
|
Consolidated
|
|||||||||||||||
|
Three months ended March 31, 2026:
|
||||||||||||||||||||
|
Total segment revenue
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Intersegment revenue
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||
|
Consolidated revenue from external customers
|
|
|
|
|
|
|||||||||||||||
|
Cost of products sold
|
|
|
|
|
|
|||||||||||||||
|
Selling and administrative expense
|
|
|
|
|
|
|||||||||||||||
|
Operating income (loss)
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Interest expense
|
|
|||||||||||||||||||
|
Earnings before income taxes
|
$
|
|
||||||||||||||||||
|
|
||||||||||||||||||||
|
Assets
|
|
|
|
|
|
|||||||||||||||
|
Capital expenditures
|
|
|
|
|
|
|||||||||||||||
|
Depreciation and amortization
|
|
|
|
|
|
|||||||||||||||
|
|
||||||||||||||||||||
|
Three months ended March 31, 2025:
|
||||||||||||||||||||
|
Total segment revenue
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Intersegment revenue
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||
|
Consolidated revenue from external customers
|
|
|
|
|
|
|||||||||||||||
|
Cost of products sold
|
|
|
|
|
|
|||||||||||||||
|
Selling and administrative expense
|
|
|
|
|
|
|||||||||||||||
|
Operating income (loss)
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Interest expense
|
|
|||||||||||||||||||
|
Earnings before income taxes
|
$
|
|
||||||||||||||||||
|
|
||||||||||||||||||||
|
Assets
|
|
|
|
|
|
|||||||||||||||
|
Capital expenditures
|
|
|
|
|
|
|||||||||||||||
|
Depreciation and amortization
|
|
|
|
|
|
|||||||||||||||
Product Lines
|
(In
thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Consolidated
|
||||||||||||
|
Three
months ended March 31, 2026:
|
||||||||||||||||
|
Flavors,
Extracts & Flavor Ingredients
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
| Agricultural Ingredients |
||||||||||||||||
|
Food &
Pharmaceutical Colors
|
|
|
|
|
||||||||||||
|
Personal
Care
|
|
|
|
|
||||||||||||
|
Asia
Pacific
|
-
|
-
|
|
|
||||||||||||
|
Intersegment
Revenue
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Total
revenue from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
|
||||||||||||||||
|
Three
months ended March 31, 2025:
|
||||||||||||||||
|
Flavors,
Extracts & Flavor Ingredients
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
| Agricultural Ingredients | ||||||||||||||||
|
Food &
Pharmaceutical Colors
|
|
|
|
|
||||||||||||
|
Personal
Care
|
|
|
|
|
||||||||||||
|
Asia
Pacific
|
-
|
-
|
|
|
||||||||||||
|
Intersegment
Revenue
|
(
|
)
|
( |
) |
(
|
)
|
(
|
)
|
||||||||
|
Total
revenue from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Geographic Markets
|
(In
thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Consolidated
|
||||||||||||
|
Three months ended March 31, 2026:
|
||||||||||||||||
|
North
America
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Europe
|
|
|
|
|
||||||||||||
|
Asia
Pacific
|
|
|
|
|
||||||||||||
|
Other
|
|
|
|
|
||||||||||||
|
Total
revenue from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
|
||||||||||||||||
|
Three months ended March 31, 2025:
|
||||||||||||||||
|
North
America
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Europe
|
|
|
|
|
||||||||||||
|
Asia
Pacific
|
|
|
|
|
||||||||||||
|
Other
|
|
|
|
|
||||||||||||
|
Total
revenue from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
| 9. |
Retirement Plans
|
The Company’s components of annual benefit cost for the defined benefit plans for the
periods presented are as follows:
|
Three Months Ended
March 31,
|
||||||||
|
(In thousands)
|
2026
|
2025 |
||||||
|
Service cost
|
$
|
|
$
|
|
||||
|
Interest cost
|
||||||||
|
Expected return on plan assets
|
(
|
)
|
(
|
)
|
||||
|
Recognized actuarial gain
|
( |
) | ( |
) | ||||
|
Total defined benefit expense
|
$
|
|
$
|
|
||||
The Company’s non-service cost portion of defined
benefit expense is recorded in Interest Expense on the Company’s Consolidated Statements of Earnings. The Company’s service cost portion of defined benefit expense is recorded in Selling and Administrative Expenses on the Company’s Consolidated Statements of Earnings.
| 10. |
Derivative Instruments and Hedging
Activity
|
The Company may use forward exchange contracts and foreign currency denominated debt to manage its exposure to foreign exchange risk in order to reduce
the effect of fluctuating foreign currencies on short-term foreign currency denominated intercompany transactions, non-functional currency raw material purchases, non-functional currency sales, and other known foreign currency exposures. These
forward exchange contracts generally have maturities of less than 18 months . The Company’s primary hedging activities and their accounting
treatment are summarized below.
Forward exchange contracts – Certain forward exchange
contracts have been designated as cash flow hedges. The Company had $57.5 million and $49.9 million of forward exchange contracts designated as cash flow hedges outstanding as of March 31, 2026 and December 31, 2025, respectively, which are recorded in Other Accrued Expenses on the Company’s Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, respectively. For the three months ended March 31, 2026 and 2025, the amounts reclassified into net earnings in the
Company’s Consolidated Statements of Earnings that offset the underlying transactions’ impact on earnings in the same period were no
Net investment hedges – The
Company has designated certain foreign currency denominated long-term borrowings as partial hedges of the Company’s foreign currency net asset positions. As of March 31, 2026 and December 31, 2025, the total value of the Company’s net investment
hedges, which included Euro denominated long-term debt, was $304.4 million and $309.5 million, respectively. Changes in the fair value of this debt attributable to changes in the spot foreign exchange rate are recorded in foreign currency translation in Accumulated Other Comprehensive Loss (OCL). For the three months ended March 31, 2026 and 2025, the impact of foreign exchange rates on these debt instruments
decreased debt by $5.1 million and increased debt by $12.8 million, respectively, which has been recorded as foreign currency translation in OCL.
| 11. |
Income Taxes
|
The
effective income tax rates for the three months ended March 31, 2026 and 2025 were 24.9 %
and 25.4 %, respectively. The effective tax rates for the three months ended March
31, 2026 and 2025 were both impacted by changes in estimates associated with the finalization of prior year foreign tax items and the mix of foreign earnings.
| 12. |
Accumulated Other Comprehensive Loss
|
The following table summarizes the changes in OCL during the three-month periods ended
March 31, 2026 and 2025:
|
(In thousands)
|
Cash Flow
Hedges (1)
|
Pension
Items (1)
|
Foreign
Currency
Items
|
Total
|
||||||||||||
|
Balances at December 31, 2025
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
Other comprehensive income (loss) before
reclassifications
|
|
|
(
|
)
|
(
|
)
|
||||||||||
| Amounts reclassified from OCL |
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Balances at March 31, 2026
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
(In thousands)
|
Cash Flow
Hedges (1)
|
Pension
Items (1)
|
Foreign
Currency
Items
|
Total
|
||||||||||||
|
Balances at December 31, 2024
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Other comprehensive income before reclassifications
|
|
|
|
|
||||||||||||
| Amounts reclassified from OCL |
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Balances at March 31, 2025
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
| (1) |
|
| 13. |
Commitments and Contingencies
|
The Company is subject to various claims and litigation arising
in the normal course of business. The Company establishes reserves for claims and proceedings when it is probable that liabilities exist and reasonable estimates of loss can be made. While it is not possible to predict the outcome of these matters,
based on our assessment of the facts and circumstances now known, we do not believe that these matters, individually or in the aggregate, will have a material adverse effect on our financial position. However, actual outcomes may be different from
those expected and could have a material effect on our results of operations or cash flows in a particular period.
| 14. |
Subsequent Event
|
On April 23, 2026 , the Company announced its quarterly dividend of $0.41 per share would be payable on June 1, 2026 .
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that reflect management’s current assumptions and estimates of future economic circumstances, industry conditions, Company performance, and financial results. Forward-looking statements include
statements in the future tense, statements referring to any period after March 31, 2026, and statements including the terms “expect,” “believe,” “anticipate,” and other similar terms that express expectations as to future events or conditions.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and
other factors that could cause actual events to differ materially from those expressed in the forward-looking statements. A variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated
results. These factors and assumptions include, among others, the Company’s ability to manage general business, economic, and capital market conditions, including actions taken by customers in response to such market conditions, and the impact of
recessions and economic downturns; the impact of macroeconomic and geopolitical volatility, including inflation and shortages impacting the availability and cost of raw materials, energy, and other supplies, disruptions and delays in the
Company’s supply chain, and the conflicts between Russia and Ukraine and in the Middle East; industry, regulatory, legal, and economic factors related to the Company’s domestic and international business; the effects of tariffs, trade barriers,
and disputes; the availability and cost of labor, logistics, and transportation; the pace and nature of new product introductions by the Company and the Company’s customers; the Company’s ability to anticipate and respond to changing consumer
preferences, changing technologies, and changing regulations; the Company’s ability to successfully implement its growth strategies; the outcome of the Company’s various productivity-improvement and cost-reduction efforts, acquisition and
divestiture activities, and Portfolio Optimization Plan; growth in markets for products in which the Company competes; industry and customer acceptance of price increases; actions by competitors; the Company’s ability to enhance its innovation
efforts and drive cost efficiencies; currency exchange rate fluctuations; and the matters discussed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Except to the extent required by applicable law,
the Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.
OVERVIEW
Revenue
Revenue was $435.8 million and $392.3 million for the three months ended March 31, 2026 and 2025, respectively. The increase in revenue was primarily due to higher volumes, the favorable impact of foreign exchange rates that increased revenue
by approximately 4%, and favorable pricing.
Gross Margin
The Company’s gross margin was 35.0% and 33.6% for the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2025, Portfolio Optimization Plan costs totaling $1.8 million decreased gross margin by 50
basis points. See Portfolio Optimization Plan below for further information. The Company’s gross margin was further impacted by the favorable pricing and higher volumes, partially offset by higher raw
material costs.
Selling and Administrative Expenses
Selling and administrative expense as a percent of revenue was 19.7% and 19.9% for the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2026, selling and administrative expenses were decreased by
$0.4 million, or approximately 10 basis points as a percent of revenue, from the gain on the sale of the Felinfach land and building assets. For the three months ended March 31, 2025, selling and administrative expenses were increased by
Portfolio Optimization Plan costs totaling $1.1 million, which increased selling and administrative expenses as a percent of revenue by approximately 20 basis points. See Portfolio Optimization Plan below
for further information.
Operating Income
Operating income was $66.7 million and $53.5 million for the three months ended March 31, 2026 and 2025, respectively. Operating margins were 15.3% and 13.6% for the three months ended March 31, 2026 and 2025, respectively. Portfolio
Optimization Plan costs decreased operating margins by approximately 80 basis points for the three months ended March 31, 2025. The increase in operating margin was primarily due to favorable pricing and higher volumes, partially offset by higher
raw material costs and higher performance-based executive compensation costs incurred in 2026.
Interest Expense
Interest expense was $7.9 million and $7.3 million for the three months ended March 31, 2026 and 2025, respectively. The increase in expense was primarily due to an increase in the average outstanding debt balance.
Income Taxes
The effective income tax rates for the three months ended March 31, 2026 and 2025 were 24.9% and 25.4%, respectively. The effective tax rates for the three months ended March 31, 2026 and 2025 were both impacted by changes in estimates
associated with the finalization of prior year foreign tax items and the mix of foreign earnings.
Acquisition
On February 14, 2025, the Company acquired Biolie SAS, a natural color extraction business
located in France. The Company paid $4.9 million in cash for this acquisition, which is net of $0.2 million in debt assumed. The assets acquired and liabilities assumed were recorded at their estimated fair value as of the acquisition date. The
Company acquired net assets of $0.3 million, with the remaining $4.6 million allocated to goodwill. This business is part of the Color segment.
Portfolio Optimization Plan
During the fourth quarter of 2023, the Board of Directors of the Company approved a plan to undertake an effort to optimize certain production facilities and improve efficiencies within the Company (Portfolio
Optimization Plan). As part of the Portfolio Optimization Plan, in the Flavors & Extracts segment, the Company evaluated the closure of its manufacturing facility in Felinfach, Wales, United Kingdom, the closure of its sales office in
Granada, Spain, and the centralization and elimination of certain selling and administrative positions. In addition, in the Color segment, the Company evaluated the closure of a manufacturing facility in Delta, British Columbia, Canada, the
closure of a sales office in Argentina, and centralizing and eliminating certain production positions and selling and administrative positions. The Company reports all costs associated with the Portfolio Optimization Plan in the Corporate &
Other segment.
The Company’s Felinfach site was shut down in May 2025, and all production activities have been transferred to other locations. The Company began marketing the Felinfach site for sale in June 2025. As a result, the
Company met all of the assets held for sale criteria for the Felinfach land and building assets in June 2025, which have been recorded as the only balance in Fixed assets held for sale on the Company’s
Consolidated Balance Sheet at December 31, 2025. The Company sold the land and building assets in February 2026 for approximately $2.0 million, resulting in a $0.4 million gain recognized in Selling and
Administrative Expenses on the Company’s Consolidated Statements of Earnings. The Company has completed all actions contemplated under the Portfolio Optimization Plan.
For the three months ended March 31, 2025, the Company incurred costs of $2.9 million related to the Portfolio Optimization Plan recorded in Corporate & Other, primarily for dual plant operating costs, non-cash inventory charges,
professional services, and employee separation costs. The Company did not incur any costs related to the Portfolio Optimization Plan for the three months ended March 31, 2026.
NON-GAAP FINANCIAL MEASURES
Within the following tables, the Company reports certain non-GAAP financial measures, including: (1) adjusted operating income, adjusted net earnings, and adjusted diluted earnings per share, which exclude restructuring and other costs,
including the Portfolio Optimization Plan costs, (2) percentage changes in revenue, operating income, and diluted earnings per share on an adjusted local currency basis, which eliminate the effects that result from translating its international
operations into U.S. dollars and restructuring and other costs, including the Portfolio Optimization Plan costs, and (3) adjusted EBITDA, which excludes restructuring and other costs, including the Portfolio
Optimization Plan costs, and non-cash share based compensation expense.
The Company has included each of these non-GAAP measures in order to provide additional information regarding our underlying operating results and comparable year-over-year performance. Such information is supplemental to information presented
in accordance with GAAP and is not intended to represent a presentation in accordance with GAAP. These non-GAAP measures should not be considered in isolation. Rather, they should be considered together with GAAP measures and the rest of the
information included in this report. Management internally reviews each of these non-GAAP measures to evaluate performance on a comparative period-to-period basis and to gain additional insight into underlying operating and performance trends,
and the Company believes the information can be beneficial to investors for the same purposes. These non-GAAP measures may not be comparable to similarly titled measures used by other companies.
|
Three Months Ended March 31,
|
||||||||||||
|
(In thousands except per share amounts)
|
2026
|
2025
|
% Change
|
|||||||||
|
Operating Income (GAAP)
|
$
|
66,728
|
$
|
53,530
|
24.7
|
%
|
||||||
|
Portfolio Optimization Plan costs – Cost of products sold
|
-
|
1,814
|
||||||||||
|
Portfolio Optimization Plan costs – Selling and administrative expenses
|
-
|
1,050
|
||||||||||
|
Adjusted operating income
|
$
|
66,728
|
$
|
56,394
|
18.3
|
%
|
||||||
|
Net Earnings (GAAP)
|
$
|
44,170
|
$
|
34,462
|
28.2
|
%
|
||||||
|
Portfolio Optimization Plan costs, before tax
|
-
|
2,864
|
||||||||||
|
Tax impact of Portfolio Optimization Plan costs(1)
|
-
|
(702
|
)
|
|||||||||
|
Adjusted net earnings
|
$
|
44,170
|
$
|
36,624
|
20.6
|
%
|
||||||
|
Diluted Earnings Per Share (GAAP)
|
$
|
1.04
|
$
|
0.81
|
28.4
|
%
|
||||||
|
Portfolio Optimization Plan costs, net of tax
|
-
|
0.05
|
||||||||||
|
Adjusted diluted earnings per share
|
$
|
1.04
|
$
|
0.86
|
20.9
|
%
|
||||||
|
Operating Income (GAAP)
|
$
|
66,728
|
$
|
53,530
|
24.7
|
%
|
||||||
|
Depreciation and amortization
|
15,538
|
15,074
|
||||||||||
|
Share-based compensation expense
|
3,776
|
2,900
|
||||||||||
|
Portfolio Optimization Plan costs, before tax
|
-
|
2,864
|
||||||||||
|
Adjusted EBITDA
|
$
|
86,042
|
$
|
74,368
|
15.7
|
%
|
||||||
|
(1) Tax impact adjustments were determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates.
Portfolio Optimization Plan costs are discussed under “Portfolio Optimization Plan” above and Note 3, Portfolio Optimization Plan, in the Notes to the Consolidated Financial Statements included in this
report.
Note: Earnings per share calculations may not foot due to rounding differences.
|
The following table summarizes the percentage change for the results of the three months ended March 31, 2026, compared to the results for the three months ended March 31, 2025, in the respective financial measures.
|
|
Three Months Ended March 31, 2026
|
|||||||||||||||
|
Total
|
Foreign
Exchange
Rates
|
Adjustments(1)
|
Local
Currency
Adjusted
|
|||||||||||||
|
Revenue
|
||||||||||||||||
|
Flavors & Extracts
|
4.2
|
%
|
2.5
|
%
|
N/A
|
1.7
|
%
|
|||||||||
|
Color
|
18.1
|
%
|
5.8
|
%
|
N/A
|
12.3
|
%
|
|||||||||
|
Asia Pacific
|
8.0
|
%
|
3.3
|
%
|
N/A
|
4.7
|
%
|
|||||||||
|
Total Revenue
|
11.1
|
%
|
3.9
|
%
|
N/A
|
7.2
|
%
|
|||||||||
|
Operating Income
|
||||||||||||||||
|
Flavors & Extracts
|
7.0
|
%
|
1.9
|
%
|
0.0
|
%
|
5.1
|
%
|
||||||||
|
Color
|
20.7
|
%
|
7.5
|
%
|
0.0
|
%
|
13.2
|
%
|
||||||||
|
Asia Pacific
|
18.4
|
%
|
3.9
|
%
|
0.0
|
%
|
14.5
|
%
|
||||||||
|
Corporate & Other
|
(15.8
|
%)
|
0.0
|
%
|
(18.7
|
%)
|
2.9
|
%
|
||||||||
|
Total Operating Income
|
24.7
|
%
|
6.5
|
%
|
6.0
|
%
|
12.2
|
%
|
||||||||
|
Diluted Earnings per Share
|
28.4
|
%
|
7.4
|
%
|
7.0
|
%
|
14.0
|
%
|
||||||||
|
Adjusted EBITDA
|
15.7
|
%
|
5.3
|
%
|
N/A
|
10.4
|
%
|
|||||||||
|
(1)
|
Adjustments consist of Portfolio Optimization Plan costs.
|
Note: Refer to table above for a reconciliation of these non-GAAP measures.
SEGMENT INFORMATION
The Company determines its operating segments based on information utilized by its chief operating decision maker to allocate resources and assess performance. Segment performance is evaluated on operating income before share-based
compensation (except for share-based compensation expense associated with stock grants to certain business unit leaders), restructuring and other costs, including the Portfolio Optimization Plan costs, and other costs (which are reported in
Corporate & Other), interest expense, and income taxes.
The Company’s reportable segments consist of the Flavors & Extracts, Color, and Asia Pacific segments.
Flavors & Extracts
Flavors & Extracts segment revenue was $201.8 million and $193.7 million for the three months ended March 31, 2026 and 2025, respectively, an increase of approximately 4%. The increase was primarily a result of higher revenue in Flavors,
Extracts & Flavor Ingredients due to foreign exchange rates that increased segment revenue by approximately 3%, favorable pricing, and higher volumes.
Flavors & Extracts segment operating income was $26.8 million and $25.0 million for the three months ended March 31, 2026 and 2025, respectively, an increase of approximately 7%. The higher segment operating income was primarily a result
of higher operating income in Flavors, Extracts & Flavor Ingredients, primarily due to higher selling prices and volumes, partially offset by higher manufacturing and other costs. Foreign exchange rates increased segment operating income by
approximately 2%. Segment operating income as a percent of revenue was 13.3% in the current quarter compared to 12.9% in the prior year’s comparable quarter.
Color
Color segment revenue was $198.2 million and $167.8 million for the three months ended March 31, 2026 and 2025, respectively, an increase of approximately 18%. The increase was a result of higher revenue in Food & Pharmaceutical Colors and
Personal Care. The higher revenue in Food & Pharmaceutical Colors was due to higher volumes, including higher volumes associated with natural colors conversion activity, higher selling prices, and the favorable impact of foreign exchange
rates. The higher revenue in Personal Care was primarily due to the favorable impact of foreign exchange rates and higher selling prices. Foreign exchange rates increased segment revenue by approximately 6%.
Color segment operating income was $42.1 million and $34.9 million for the three months ended March 31, 2026 and 2025, respectively, an increase of approximately 21%. The higher segment operating income was primarily a result of higher
operating income in Food & Pharmaceutical Colors, primarily due to higher volumes and selling prices and the favorable impact of foreign exchange rates that increased segment operating income by approximately 8%, partially offset by higher
raw material costs and manufacturing and other costs. Segment operating income as a percent of revenue was 21.2% and 20.8% for the three months ended March 31, 2026 and 2025, respectively.
Asia Pacific
Asia Pacific segment revenue was $45.3 million and $41.9 million for the three months ended March 31, 2026 and 2025, respectively, an increase of approximately 8%. The increase was due to higher selling prices and volumes and the favorable
impact of foreign exchange rates that increased segment revenue by approximately 3%.
Asia Pacific segment operating income was $11.2 million and $9.4 million for the three months ended March 31, 2026 and 2025, respectively, an increase of approximately 18%. The increase was primarily due to higher selling prices and the
favorable impact of foreign exchange rates, which increased segment operating income by approximately 4%. Segment operating income as a percent of revenue was 24.7% in the current quarter and 22.5% in the prior year’s comparable quarter.
Corporate & Other
The Corporate & Other operating expense was $13.3 million and $15.8 million for the three months ended March 31, 2026 and 2025, respectively. The lower operating expense was primarily due to Portfolio Optimization Plan costs totaling $2.9
million in the three months ended March 31, 2025. See the Portfolio Optimization Plan section above for further information.
LIQUIDITY AND FINANCIAL CONDITION
Financial Condition
The Company’s financial position remains strong. The Company is in compliance with its loan covenants calculated in accordance with applicable agreements as of March 31, 2026. The Company expects to increase its existing indebtedness in the
short-term to further support the increased cash requirements for operations and capital expenditures associated with the natural colors conversion activity. In the long-term, the Company anticipates that its cash flow from operations and debt
capacity can be used to meet anticipated future cash requirements for operations, capital expenditures, and dividend payments, as well as potential acquisitions and stock repurchases. The Company’s
contractual obligations consist primarily of operational commitments, which we expect to continue to be able to satisfy through cash generated from operations, and debt. The Company has various series of notes outstanding that mature from 2026
through 2030. The Company believes that it has the ability to refinance or repay these obligations through a combination of cash flow from operations, issuance of additional notes, and sufficient borrowing capacity under the Company’s revolving
credit facility, which matures in 2030.
As a result of our ability to manage the impact of inflation through pricing and other actions, the impact of inflation was not material to the Company’s financial position and its results of operations for the three months ended March 31,
2026. The Company has experienced increased costs for certain inputs, such as raw materials, energy, shipping and logistics, packaging, and labor-related costs. We continue to expect to manage these impacts in the near term, but persistent,
accelerated, or expanded inflationary conditions, including any heightened inflationary pressures resulting from the conflict between the United States and Iran, could exacerbate these challenges and impact our profitability.
The United States implemented significant tariffs on imports from a wide range of countries in 2025. On February 20, 2026, the Supreme Court of the United States ruled the tariffs imposed by the United States in reliance on the International
Emergency Economic Powers Act during 2025 were unconstitutional. On the same day, the Trump administration temporarily imposed 10% tariffs on imports from all countries for 150 days. On February 21, 2026, the Trump administration announced the
tariff rate will be increased to 15%. These actions, and retaliatory tariffs imposed by other countries on United States exports, have led to significant volatility and uncertainty in global markets. The Company anticipates incurring incremental
tariff costs on certain raw materials to produce our products and certain finished goods shipped to customers. However, the Company expects to manage the impact of the increased tariff costs through pricing actions. To the extent the Company is
unable to offset the increased tariff costs, or the tariffs negatively impact demand, or other trade barriers are implemented, the Company’s revenue and profitability would be adversely impacted. If additional tariffs are adopted, the Company
would incur additional tariff costs that could be material.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes a broad range of tax reform provisions, such as the extension of certain expiring provisions, modifications to the international tax
framework, and the continuation of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions implemented through 2027. These provisions did not have a material impact on our
effective tax rate for the three months ended March 31, 2026. We will continue to assess the OBBBA tax provisions and their impacts on our consolidated financial statements.
Cash Flows from Operating Activities
Net cash used in operating activities was $13.6 million and $9.0 million for the three months ended March 31, 2026 and 2025, respectively. The increase in net cash used in operating activities was primarily due to an increase in cash used by
inventory during 2026 compared to 2025 and a decrease in cash provided by accounts receivable.
Cash Flows from Investing Activities
Net cash used in investing activities was $26.9 million and $21.3 million during the three months ended March 31, 2026 and 2025, respectively. Capital expenditures were $28.7 million and $16.9 million during the three months ended March 31,
2026 and 2025, respectively. The Company received $2.0 million for the sale of the Felinfach land and building assets during the three months ended March 31, 2026. The Company paid $4.3 million for the
acquisition of Biolie SAS during the three months ended March 31, 2025.
Cash Flows from Financing Activities
Net cash provided by financing activities was $42.4 million and $36.0 million for the three months ended March 31, 2026 and 2025, respectively. Net debt increased by $63.3 million and $55.7 million for the three months ended March 31, 2026 and
2025, respectively. For purposes of the cash flow statement, net changes in debt exclude the impact of foreign exchange rates. Dividends of $17.4 million were paid during both the three months ended March 31, 2026 and 2025. Dividends paid per
share were $0.41 for both the three months ended March 31, 2026 and 2025.
CRITICAL ACCOUNTING POLICIES
There have been no material changes in the Company’s critical accounting policies during the quarter ended March 31, 2026. For additional information about the Company’s critical accounting policies, refer to “Critical Accounting Policies”
under Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
| ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
There have been no material changes in the Company’s exposure to market risk during the quarter ended March 31, 2026. For additional information about market risk, refer to Part II, Item 7A of the Company’s Annual Report on Form 10-K for the
year ended December 31, 2025.
| ITEM 4. |
CONTROLS AND PROCEDURES
|
Evaluation of Disclosure Controls and Procedures: The Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s Chairman, President, and Chief Executive Officer and its Vice
President and Chief Financial Officer, of the effectiveness, as of the end of the period covered by this report, of the design and operation of the disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based upon
that evaluation, the Company’s Chairman, President, and Chief Executive Officer and its Vice President and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of the end of the period covered by
this report.
Changes in Internal Control over Financial Reporting: There have been no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended March 31, 2026,
that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
|
PART II.
|
OTHER INFORMATION
|
See Part I, Item 1, Note 13, Commitments and Contingencies, of this report for information regarding legal proceedings in which the Company is involved.
There were no material changes to the risk factors previously disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
| ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
On October 19, 2017, the Board of Directors authorized the repurchase of up to three million shares (2017 Authorization). As of March 31, 2026, 1,267,019 shares had been repurchased under the 2017 Authorization. There is no expiration date for
the 2017 Authorization. The 2017 Authorization may be modified, suspended, or discontinued by the Board of Directors at any time. As of March 31, 2026, the maximum number of shares that may be purchased under publicly announced plans is
1,732,981. No shares were purchased by the Company during the three months ended March 31, 2026.
| ITEM 5. |
OTHER INFORMATION
|
During the three months ended March 31, 2026, no director or officer of the Company adopted terminated
| ITEM 6. |
EXHIBITS
|
The exhibits listed in the following Exhibit Index are filed as part of this Quarterly Report on Form 10-Q.
SENSIENT TECHNOLOGIES CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2026
|
Exhibit
|
Description
|
Incorporated by Reference From
|
Filed Herewith
|
|
Certifications of the Company’s Chairman, President & Chief Executive Officer and Vice President & Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act
|
X
|
||
|
Certifications of the Company’s Chairman, President & Chief Executive Officer and Vice President & Chief Financial Officer pursuant to 18 United States Code § 1350
|
X
|
||
|
101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
|
X
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
X
|
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
X
|
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
X
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
X
|
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
X
|
|
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
X
|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
SENSIENT TECHNOLOGIES CORPORATION
|
||||
|
Date:
|
May 5, 2026
|
By:
|
/s/ John J. Manning
|
|
|
John J. Manning, Senior Vice
President, General Counsel & Secretary
|
||||
|
Date:
|
May 5, 2026
|
By:
|
/s/ Tobin Tornehl
|
|
|
Tobin Tornehl, Vice President &
Chief Financial Officer
|
||||
19
EXHIBIT 31
CERTIFICATION
Pursuant to Rule 13a-14(a) of the Exchange Act
I, Paul Manning, certify that:
| 1. |
I have reviewed this quarterly report on Form 10-Q of Sensient Technologies Corporation;
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
| 4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
| a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
|
| d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
| 5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
| a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize, and report financial information; and
|
| b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: May 5, 2026
|
|
|
/s/ Paul Manning
|
|
|
Paul Manning, Chairman, President &
|
|
|
Chief Executive Officer
|
EXHIBIT 31
CERTIFICATION
Pursuant to Rule 13a-14(a) of the Exchange Act
I, Tobin Tornehl, certify that:
| 1. |
I have reviewed this quarterly report on Form 10-Q of Sensient Technologies Corporation;
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations, and cash flows of the registrant as of, and for, the periods presented in this report;
|
| 4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
| a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
|
| d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
| 5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the
audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
| a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize, and report financial information; and
|
| b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: May 5, 2026
|
|
|
/s/ Tobin Tornehl
|
|
|
Tobin Tornehl, Vice President &
|
|
|
Chief Financial Officer
|
EXHIBIT 32
CERTIFICATION
Pursuant to 18 United States Code § 1350
The undersigned hereby certifies that the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, of Sensient Technologies
Corporation (the “Company”) filed with the Securities and Exchange Commission on or about the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in
such report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Paul Manning
|
|||
|
Name:
|
Paul Manning
|
||
|
Title:
|
Chairman, President & Chief Executive Officer
|
||
|
Date:
|
May 5, 2026
|
||
A signed original of this written statement required by Section 906 has been provided to Sensient Technologies Corporation and will be retained by Sensient Technologies
Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32
CERTIFICATION
Pursuant to 18 United States Code § 1350
The undersigned hereby certifies that the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, of Sensient Technologies
Corporation (the “Company”) filed with the Securities and Exchange Commission on or about the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in
such report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Tobin Tornehl
|
|||
|
Name:
|
Tobin Tornehl
|
||
|
Title:
|
Vice President & Chief Financial Officer
|
||
|
Date:
|
May 5, 2026
|
||
A signed original of this written statement required by Section 906 has been provided to Sensient Technologies Corporation and will be retained by Sensient Technologies
Corporation and furnished to the Securities and Exchange Commission or its staff upon request.