Sensient Technologies Corp 10-K for FY2024
Sensient Technologies Corp (SXT)
10-K
2025-02-19
For: 2024-12-31
View Original
Added on
April 10, 2026
About this 10-K
Sensient Technologies Corp filed this 10-K on February 19, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.56B
- up 6.9% from $1.46B a year earlier
- Net income
- $124.67M
- up 33.5% from net income of $93.39M a year earlier
- Diluted EPS
- $2.94
- up 33.0% from $2.21 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended December 31, 2024
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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Commission File Number 001-07626
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(State of Incorporation)
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(IRS Employer Identification Number)
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(414 ) 271-6755
(Address of Principal Executive Offices)
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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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for 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. (Check one):
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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 has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting Common Stock held by non-affiliates of the Registrant as of June 30, 2024, was $3,086,020,977 . For purposes of this computation only, the registrant’s directors and executive officers were considered to be affiliates of the
registrant. Such characterization shall not be construed to be an admission or determination for any other purpose that such persons are affiliates of the registrant.
There were 42,393,332
shares of Common Stock outstanding as of February 4, 2025.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this report incorporates information by reference to the registrant’s definitive proxy statement for its 2025 annual
meeting of shareholders, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2024.
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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 December 31, 2024, 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 below under the heading “Risk Factors” and
under Part II, including the critical accounting estimates set forth under the heading “CRITICAL ACCOUNTING ESTIMATES” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 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 herein will not be realized.
NON-GAAP FINANCIAL MEASURES
Within this document, 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. The Company believes this information can be beneficial to investors for these same purposes. These non-GAAP measures may not be comparable to similarly titled measures used by other companies.
Additional information related to the Company’s use of non-GAAP financial measures and the divestiture & other related income and restructuring and other costs, including the Portfolio Optimization Plan costs, that
have been excluded from the non-GAAP financial measures, and reconciliations of non-GAAP financial measures to the most comparable GAAP financial measures are available below in Item 7 under the section titled “NON-GAAP FINANCIAL MEASURES.”
PART I
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Business.
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General
Sensient Technologies Corporation (the Company) was incorporated under the laws of the State of Wisconsin in 1882. Its principal executive offices are located at 777 East Wisconsin Avenue, Suite 1100, Milwaukee,
Wisconsin 53202-5304, telephone (414) 271-6755.
The Company is subject to the informational and reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act). In accordance with the Exchange Act, the Company files annual, quarterly and
current reports, proxy statements, and other information with the Securities and Exchange Commission (the Commission). These reports and other information may be accessed from the website maintained by the Commission at https://www.sec.gov.
The Company can also be reached at its website at www.sensient.com. The Company’s web address is provided as an inactive textual reference only, and the contents of that website are not incorporated in or otherwise to
be regarded as part of this report. The Company makes available free of charge on its website its proxy statement, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such documents are electronically filed with or furnished to the Commission. Charters for the Audit, Compensation and Development,
Nominating and Corporate Governance, Finance, and Executive Committees of the Company’s Board of Directors, as well as the Company’s Code of Conduct, Corporate Governance Guidelines, Policy Relating to Recovery of Erroneously Awarded
Compensation, and Non-Employee Directors and Executive Officers Stock Ownership Guidelines are available on the Company’s website. These documents are also available in print to any shareholder, free of charge, upon request. If there are any
amendments to the Code of Conduct, or if waivers from it are granted for executive officers or directors, those amendments or waivers also will be posted on the Company’s website.
Description of Business
The Company is a leading global manufacturer and marketer of colors, flavors, and other specialty ingredients. The Company uses advanced technologies and robust global supply chain capabilities to develop specialized
solutions for food and beverages, as well as products that serve the pharmaceutical, nutraceutical, and personal care industries. The Company’s customers range in size from small entrepreneurial businesses to major international manufacturers
representing some of the world’s best-known brands.
The Company’s principal products include:
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flavors, flavor enhancers, ingredients, extracts, and bionutrients;
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essential oils;
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dehydrated vegetables and other food ingredients;
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natural and synthetic food and beverage colors;
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personal care colors and ingredients;
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pharmaceutical and nutraceutical colors, excipients, and ingredients; and
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technical colors, specialty colors, and specialty dyes and pigments.
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For 2024, the Company’s three reportable segments were the Flavors & Extracts Group and the Color Group, which are managed on a product line basis, and the Asia Pacific Group, which is managed on a geographic basis. The Company’s corporate
expenses, divestiture & other related income, share-based compensation, restructuring and other charges, including the Portfolio Optimization Plan costs, and certain other costs are included in the “Corporate & Other” category as described
in this report. Financial information regarding the Company’s three reportable segments and the operations included within Corporate & Other is set forth in Note 12, Segment and Geographic Information,
in the Notes to Consolidated Financial Statements included in this report.
Acquisitions
On October 3, 2022, the Company acquired Endemix Doğal Maddeler A.Ş. and Teknoloji Yatırımları ve Danışmanlık Sanayi ve Ticaret A.Ş. (collectively, Endemix), a
natural colors business located in Turkey. The Company paid $23.3 million in cash for this acquisition, which is net of $1.3 million in debt assumed. This business is part of the Color segment.
Divestitures
In 2022, the Company received $2.5 million of net cash related to the previously completed sale of its yogurt fruit preparations product line.
Flavors & Extracts Group
The Company is a global developer, manufacturer, and supplier of flavor systems for the food, beverage, and personal care industries. The Company’s flavor formulations are used in many of the world’s best-known consumer
products. Under the unified brand names of Sensient Flavors and Sensient Natural Ingredients, the Group is a supplier to multinational and regional companies.
The Flavors & Extracts Group produces flavor, extract, and essential oil products that impart a desired taste, texture, aroma, or other characteristics to a broad range of consumer and other products. This Group
includes the Company’s natural ingredients business, which produces dehydrated garlic, onion, and other natural ingredients for food processors. The main products of the Group are systems products, including flavor-delivery systems, and
compounded and blended products. In addition, the Group has strong positions in selected ingredient products such as natural and synthetic flavors, natural extracts, and essential oils. The Group serves food and non-food industries. In food
industries, markets include savory, beverage, and sweet flavors, as well as certain bioingredients. In non-food industries, the Group supplies essential oil products to the personal, homecare, and bioingredients markets.
Operating through its Natural Ingredients business, the Company believes it is the second largest producer (by sales) of dehydrated onion and garlic products in the United States. The Company is also one of the largest
producers and distributors of chili powder, paprika, chili pepper, and parsley. The Company sells dehydrated products to food manufacturers for use as ingredients and also for repackaging under private labels for sale to the retail market and to
the food service industry. The dehydration technologies utilized by our Natural Ingredients business permit fast and effective rehydration of ingredients used in many of today’s popular convenience foods.
As of December 31, 2024, the Group’s principal manufacturing plants are located in California, Illinois, Michigan, Wisconsin, New Mexico, Belgium, Costa Rica, Mexico, Germany, and the United Kingdom.
Color Group
The Company is a developer, manufacturer, and supplier of colors for businesses worldwide. The Company provides natural and synthetic color systems for use in foods, beverages, pharmaceuticals, and nutraceuticals;
colors and other ingredients for personal care, such as active ingredients, solubilizers, and surface treated pigments; pharmaceutical and nutraceutical excipients, such as colors, flavors, and coatings; and technical colors for industrial
applications.
The Company believes that it is one of the world’s largest producers (by sales) of synthetic and natural colors, and that it is the world’s largest manufacturer (by sales) of certified food colors. The Company sells its
synthetic and natural colors to domestic and international producers of beverages, bakery products, processed foods, confections, pet foods, personal care, pharmaceuticals, and nutraceuticals. The Company also makes industrial colors and other
dyes and pigments used in a variety of non-food applications.
As of December 31, 2024, the Group’s principal manufacturing plants are located in Missouri, Brazil, Canada, China, France, Germany, Italy, Mexico, Peru, Turkey, and the United Kingdom.
The Color Group operates under the following trade names:
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Sensient Food Colors (food and beverage colors);
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Sensient Pharmaceutical (pharmaceutical and nutraceutical colors and coatings);
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Sensient Beauty (personal care colors, ingredients, and systems); and
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Sensient Specialty Markets (paper colors and industrial colors for plastics, leather, wood stains, antifreeze, landscaping, and other uses).
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The Company believes that its advanced process technology, state-of-the-art laboratory facilities and equipment, world-class application chemists, agronomy program, and complete range of natural and synthetic color
products constitute the basis for its market leadership position. Given its broad portfolio of natural colors and applications capabilities, the Company believes it has the capability to successfully adapt to any regulatory restrictions on
synthetic colors.
Asia Pacific Group
The Asia Pacific Group focuses on marketing the Company’s diverse product lines in the Pacific Rim under the Sensient name. Through these operations, the Company offers a full range of products from its Flavors &
Extracts Group and Color Group as well as products developed by regional technical teams to appeal to local preferences.
Sales, marketing, and technical functions are managed through the Asia Pacific Group’s headquarters, which is located in Singapore. Manufacturing operations are located in Australia, China, India, Japan, Thailand, New
Zealand, and the Philippines, with sales offices also located in India and Thailand. The Asia Pacific Group maintains additional offices for local technical support and sales in China and Indonesia as well as for research and development in
Singapore.
Corporate
Corporate provides management, administrative, and support services to the Company from its headquarters in Milwaukee, Wisconsin. The Company’s corporate expenses, divestiture & other related income, share-based
compensation, restructuring and other charges, including the Portfolio Optimization Plan costs, and other costs, are included in the “Corporate & Other” category.
Research and Development/Quality Assurance
The development of specialized products and services is a complex technical process calling upon the combined knowledge and talents of the Company’s research, development, agronomy, and quality assurance personnel. The
Company believes that its competitive advantage lies in its ability to work with its customers to develop and deliver high-performance products that address the distinct needs of those customers.
The Company’s research, development, agronomy, and quality assurance personnel support the Company’s efforts to improve existing products and develop new products tailored to customer needs, while providing ongoing
technical support and know-how to the Company’s manufacturing activities. The Company’s efforts also include the development of proprietary seed lines, sometimes in partnership with other business partners, for its natural ingredients and natural
colors business lines. The Company employed 772 people in research and development, quality assurance, agronomy, quality control, and lab technician positions as of December 31, 2024.
As part of its commitment to quality as a competitive advantage, the Company’s production facilities hold various certifications, such as those under the International Organization for Standardization (ISO) and those
recognized by the Global Food Safety Initiative (GFSI), including the Safe Quality Food Program (SQF), British Retail Consortium (BRC), and Food Safety System Certification (FSSC 22000), for certifying the safety and quality of its products and
production processes.
Products and Application Activities
The Company’s strategic focus is on the manufacturing and marketing of high-performance components that bring life to products. Accordingly, the Company devotes considerable attention and resources to the development of
product applications and processing improvements to support its customers’ numerous new and reformulated products. The majority of the proprietary processes and formulae developed by the Company are maintained as trade secrets and protected
through internal physical and information technology controls and confidentiality agreements with customers as well as confidentiality and non-competition agreements with employees (where permitted).
Within the Flavors & Extracts Group, development activity is focused on flavors, natural extracts, ingredients, and essential oils as well as flavor systems that are responsive to consumer trends and the
processing needs of our food and beverage customers. These activities include the development of functional ingredient systems for foods and beverages, savory flavors, and ingredient systems for prepared foods and flavors and ingredients for
dairy, confectionery, and other applications. The Company believes that the development of yeast derivatives and other specialty ingredients also provides growth opportunities in bionutrients and biotechnology markets, such as probiotics and
fermented ingredients, including enzymes, vitamins, and amino acids.
Within the Color Group, development activity for food and beverage product lines is focused on value-added products derived from natural food and beverage colors, synthetic dyes and pigments, and color systems. The
Company also produces a diverse line of colors and ingredients for personal care, pharmaceutical, and nutraceutical applications, and technical colors for industrial applications.
Raw Materials
The Company uses a wide range of raw materials in producing its products. Chemicals used to produce certified colors are obtained from several domestic and foreign suppliers. Raw materials for natural colors, such as
carmine, beta-carotene, annatto, and turmeric, are sourced internally at our Lima, Peru facility or purchased from overseas and U.S. sources. Since October 2022, the Company has owned a natural food colorings business located near Istanbul,
Turkey, and has vertically integrated production and processing capacity in black carrot and other natural color products.
In the production of flavors, extracts, and essential oils, the principal raw materials include essential oils, botanicals, extracts, fruits, and juices. These raw materials are obtained from domestic and foreign
suppliers. Flavor enhancers and secondary flavors are produced from brewers’ yeast and vegetable materials such as corn and soybeans. Onion, garlic, chili peppers, and other vegetables are acquired under annual production contracts with numerous
growers in the western United States.
The Company believes that its ability to reformulate its products and the general availability of alternate sources of materials from different geographic areas would generally enable it to maintain its competitive
position in the event of an interruption in the supply of raw materials from a single supplier.
Competition
All Company products are sold in highly competitive markets. While no single factor is determinative, the Company’s competitive position is based principally on process and applications expertise, quality, technological
advances resulting from its research and development, and customer service and support. Because of its highly differentiated products, the Company competes with only a few companies across multiple product lines and generally encounters different
competitors in different product lines.
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Flavors & Extracts. Competition in the flavors, extracts, and ingredients industries continues to have an ever-increasing global nature. Most
of the Company’s customers do not buy all of their flavor and ingredients products from a single supplier, and the Company does not compete with a single supplier in all product categories. Competition for the supply of flavors,
extracts, and essential oils is based on the development of customized ingredients for new and reformulated customer products as well as on quality, customer service, and price. Competition to
supply dehydrated vegetable products is present through several large and small domestic competitors as well as competitors from other countries. Competition for the supply of dehydrated vegetables is based principally on product
quality, customer service, and price.
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Color. Competition in the color market is diverse, with the majority of the Company’s competitors specializing in either synthetic dyes and
pigments, natural colors, or coloring foods (in Europe). The Company believes that it gains a competitive advantage as the only major basic manufacturer of a full range of color products, including synthetic dyes and pigments, and a
full range of natural colors and coloring foods. Competition in the supply of personal care colors and ingredients and pharmaceutical and nutraceutical ingredients and excipients is based on the development of customized products and
solutions as well as quality, customer service, and price. The Company believes that its reputation and capacity as a color producer as well as its product development and applications expertise give it a competitive advantage in these
markets.
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Asia Pacific. The Company offers a broad array of products to customers through the Asia Pacific Group. Competition is based upon reliability in product quality,
service, and price as well as technical support available to customers.
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Foreign Operations
Additional information regarding the Company’s foreign operations is set forth in Note 12, Segment and Geographic Information, in the Notes to Consolidated Financial Statements
included in this report.
Patents, Formulae, and Trademarks
The Company owns or controls many patents, formulae, and trademarks related to its businesses. The businesses are not materially dependent upon any particular patent, trademark, or formula; however, trademarks, patents,
and formulae are important to the business of the Company.
Human Capital
As of December 31, 2024, the Company employed 4,014 persons worldwide. Approximately 44% of our employees were employed in the United States, and approximately 56% were employed outside of the United States. Of our
4,014 employees worldwide, we had 507 general administration employees (e.g., accounting, administrative, regulatory compliance, IT, human resources, etc.), 2,502 production employees, 458 research and
development employees, and 547 sales and marketing employees.
We believe that our future success is dependent upon our continued ability to attract, retain, and motivate successful employees. Our Board of Directors oversees our human capital management program, in consultation
with our CEO and Vice President, Human Resources. The Board also has routine contact with all Company officers and periodically receives presentations from the Group Presidents and Vice President as well as select General Managers.
Talent Acquisition and Talent Development
We are committed to the recruitment, retention, and continued development of people who thrive and succeed in our culture. In furtherance of this goal, our primary areas of focus remain: (i) talent acquisition, (ii)
onboarding, (iii) coaching, development, and retention, and (iv) integrity and professionalism. As part of the Company’s effort to attract and motivate employees, we offer compensation and comprehensive benefits that we believe are competitive in
the markets in which we operate and compete for talent. We also have a dedicated internal talent acquisition team, with deep knowledge of our Company and our core values, in order to help us find the best prospective employees for open positions
worldwide. We hold ourselves accountable for filling open roles expeditiously by closely monitoring and limiting days to fill open roles. We also challenge ourselves to take a broad view of talent acquisition, regularly seeking talent from
non-traditional backgrounds and from outside our industry, and moving beyond restrictive pedigree requirements in favor of skills and the ability to learn.
After hiring a candidate, we believe that an effective onboarding is a critical factor in whether a new employee succeeds or fails. We continue to develop, and improve upon, our onboarding process to differentiate
ourselves from our competitors and help enable our employees to succeed. We generally track our progress through weekly pre-hire team onboarding calls, new hire surveys, new hire check-ins, hiring manager surveys, and a monthly report of our
results to senior leadership. We also require regular 1:1 meetings between non-production employees and their supervisors.
In order to continue to develop and retain our key talent, we offer training and project work based upon the employee’s role in the Company. We also maintain personalized career planning, ongoing coaching and
development by Corporate and local leadership, and focused programming that ensures our key talent learns from and gains exposure to senior leadership. Performance reviews and succession planning occur company-wide on an annual basis. Individual
goals are set annually for employees, which flow from the Company strategy, and attainment of those goals is an element of the employee’s performance assessment. We invest in our development programs for high-impact roles, such as our General
Management Development, Sales Representative Trainee, and Flavorist Trainee programs. We continue to “promote-from-within” and provide opportunities for our internal employees to grow their careers, with over half of our senior leadership and
over half of our business unit leaders previously having been promoted to their current role from within the Company. We closely monitor turnover overall and in critical roles to vet our retention efforts and identify areas of need for future
investment.
Our Corporate Creed, set forth at the beginning of our Code of Conduct, sets forth four non-negotiable rules: (1) Always tell the truth; (2) Always produce safe, high-quality products in safe and secure facilities; (3)
Always be professional; and (4) Find a way to say “yes” to customers. Employees throughout the organization know these expectations as the “Four Rules.” Under the Four Rules, all of our employees are expected to exhibit and promote integrity,
safety, professionalism, and a customer-centric mentality in the workplace. All of our employees must adhere to these non-negotiable expectations for appropriate behavior. We perform annual, company-wide training on our Code of Conduct, as well
as for all new hires. The CEO personally provides instruction on the Four Rules during leadership training conducted each year throughout the organization and his company-wide Town Halls. To further reinforce our expectations, the CEO internally
publishes anonymized quarterly reports of Code of Conduct violations and their consequences, which invariably means termination of employment. In addition, we strictly apply principles of non-discrimination, which are foundational to our
non-negotiable expectations of integrity and professionalism, in all employment-related decisions.
Health and Safety
We take pride in our strong and continually improving health and safety programs, which we view as important aspects of our economic health and core values, and we expect each employee to actively participate in
and contribute to our goal of always providing a safe work place. Examples of specific practices demonstrating our commitment and progress toward achieving this goal include: (i) Corporate Environmental, Health and Safety (EHS) Department
oversight of safety and compliance matters at all Company facilities; (ii) periodic EHS audits conducted at Company facilities by third parties at the direction of the Corporate Legal Department to determine the state of facility compliance with
applicable safety laws and regulations; (iii) implementation of “best-practice” programs and management systems across all business units worldwide; (iv) ongoing capital investments aimed at continually improving
standards for environment, health, and safety in each of our plants around the world; (v) meaningful use of metrics to apply leading and lagging indicators toward incremental improvement and sustainable results; (vi) regular communication and
engagement with employees on safety topics through safety committee meetings, plant-wide communication meetings, and “tool box” meetings; and (vii) root cause analysis of all injuries and near misses to ensure that lessons learned can be
applied across the entire organization. We also maintain a corporate physical security program led by a retired Secret Service Agent. The physical security program aims to secure our facilities, protect our employees from workplace violence,
ensure proper training and monitoring of travelers, and provide regular assessments of the security situations in the countries where we operate. The Board of Directors also receives a report on personnel safety related issues at each of its
meetings.
Food Safety
We maintain a robust program related to food safety, including proactive, preventive measures to ensure the quality of our products. Examples of processes in place to ensure that we provide safe products to our
customers include the following: (i) comprehensive and robust raw material approval processes; (ii) analyses of raw materials and finished goods for compliance with specifications prior to use and shipment, respectively; and (iii) established
guidelines for Good Manufacturing Practices (GMP) and Hazard Analysis and Critical Control Points (HACCP). Since 1999, the Company has conducted comprehensive product safety audits, including GMP/HACCP audits, at all of its food ingredient
manufacturing facilities. The Company also conducts key vendor quality assurance inspections directly or by third-party accredited auditing organizations and develops and implements corrective action plans for all internal, customer, and
third-party audit deficiencies. In addition, the Company has strong reporting mechanisms in place, including a written policy that sets forth specific reportable events and a timeline for required notification to the Company’s Board of Directors
when a product safety issue occurs. The Board of Directors also receives a report on food safety related issues at each of its meetings.
Regulation
The production, packaging, labeling, and distribution of certain of the products of the Company in the U.S. are subject to the regulations of various federal, state, and local governmental agencies, in particular the
U.S. Food and Drug Administration. The Company is subject to similar regulations in many international markets, particularly Europe. Compliance with government laws, rules, and regulations did not have, and is not currently expected to have, a
material adverse effect on our capital expenditures, results of operations, and competitive position.
| Item 1A. |
Risk Factors.
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As with any business, the Company’s business and operations involve risks and uncertainties. In addition to the other discussions in this report, particularly those under the headings “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” below and “Forward-Looking Statements” above, the following factors should be considered:
Business Risks
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Intense competition with our competitors may result in reduced sales and profitability.
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We develop, manufacture, and sell flavors, flavor enhancers, ingredients, extracts, and bionutrients; essential oils; natural ingredients, including dehydrated vegetables and other food ingredients; natural and
synthetic food and beverage colors; personal care colors and ingredients; pharmaceutical and nutraceutical excipients and ingredients; and technical colors, specialty colors, and specialty dyes and pigments. We sell these products to customers in
industries and markets that are highly competitive. We face intense competition from multiple competitors in each of our business lines. These competitors range from large multinational companies with broad and sophisticated product portfolios
and outstanding technological capabilities to smaller more specialized regional companies that focus on a single product line or offering. Our success against these competitors depends upon our ability to continually develop and manufacture safe,
high quality, innovative, and legally compliant products across each of our product lines in varying batch sizes, at varying frequencies, and at acceptable prices. We also must provide outstanding product development support, on time delivery,
regulatory assistance, and after-sale product support to all of our customers, wherever they are located. If we are unable to do these tasks, or if competitors do any of these tasks better than we do, we may lose part or all of our business with
some customers. We do lose business to competitors from time to time. Competition can reduce both our sales and the prices at which we are able to sell our products, or cause us to incur additional costs to remain competitive, which can
negatively affect our results.
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Our business is impacted by adverse developments in economic, political, and capital market conditions, which could negatively affect our financial performance and our ability to grow or
sustain the growth of our business.
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We compete around the world in various geographic regions and product markets. Global economic and political conditions affect our businesses and the businesses of our customers and suppliers. Economic
downturns, changes in interest rates, lower consumer confidence, decreasing employment levels, price instability, inflation, slowing economic growth, and social and political instability in the industries and/or markets where we compete could
negatively affect our financial performance in future periods and adversely impact our ability to grow or sustain our business. For example, current macroeconomic and political instability caused by rising interest rates, global supply chain
disruptions, inflation, ongoing conflicts between Russia and Ukraine as well as in the Middle East, geopolitical tensions, and the strengthening of the U.S. dollar, have adversely impacted, and could continue to adversely impact, our results
of operations. Suppliers located in Ukraine are our main source of sunflower oil, which is primarily used in our savory and beverage businesses. We have encountered difficulties, and may continue to encounter difficulties, in finding
favorable pricing and reliable alternative sources or substitutes for certain of the raw materials we need (including sunflower oil) for certain products. If these difficulties persist, accelerate, or expand, our operations could be adversely
affected. It is also possible that the continuing impacts and uncertainties from the Syrian civil war could adversely impact our supply of crops from Turkey.
These increased costs, or any potential shortage of energy or raw materials, could adversely affect our profitability. The military conflicts may also increase the risk of cybersecurity incidents, including the risk of cyberattacks in
retaliation based upon the United States’ and/or European Union’s support for Ukraine or Israel. Such attacks, whether on us or on critical infrastructure and financial institutions globally, could also adversely affect our operations.
In addition, the credit markets provide us with liquidity to operate and grow our business beyond the liquidity that our cash flows provide. A worldwide economic downturn and/or disruption of the credit markets could
reduce our access to capital or significantly increase our costs of capital, which may negatively impact our financial condition, results of operations, and cash flows. We have seen our interest expense rise as a result of higher interest
rates, and continued high rates may negatively affect our results.
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A disruption in our manufacturing operations could adversely affect our profitability.
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We develop, manufacture, and distribute our products around the world. Generally, our labs and plants are dedicated to particular product lines. For example, many (but by no means all) of our food colors products are
developed and manufactured in our St. Louis facility. While we have redundant capabilities across labs and plants for many product lines, in some cases, we only manufacture particular products at one facility. To establish a new manufacturing
capability at a plant could require substantial time, money, and numerous governmental and customer approvals. Additionally, because of the complexity and highly specialized nature of many of the products we produce, and the highly customized
equipment used to produce such products, it would require a tremendous amount of technical, engineering, and management time and effort to establish the new capability. Manufacturing involves inherent risks such as significant equipment
malfunctions, industrial accidents, environmental events, labor disputes, labor shortages, product quality control issues, safety issues, licensing, and regulatory compliance requirements, as well as natural disasters, conflicts, terrorist acts,
civil unrest, ERP software issues, cyber-attacks, and other events that we cannot control. For example, our Natural Ingredients business incurred additional costs as a result of equipment inefficiencies in 2024, which we anticipate to be resolved
in 2025; however, if these inefficiencies are not remediated properly, we may continue to incur additional costs in our business. If one of our development or manufacturing facilities is disrupted or impaired, we could cause a supply disruption
to our customers, which could cause short and long-term damage to our customer relationships and a reduction in our revenue and an increase in our costs. Such disruption would have an adverse effect on our financial performance and future growth.
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Intense competition among our customers and their competitors may result in reduced sales and profitability for our customers and us.
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Generally, we do not sell products directly to consumers. The customers to whom we sell our products incorporate our products into their own products. Our customers face intense competition. This
competitive pressure has caused some of our customers to change or reduce ordering patterns, to resist price increases, to discontinue or reduce existing product offerings, and to introduce fewer new products and reduce or eliminate traditional
limited time offerings. Some of our large, multinational customers may increasingly become vertically integrated as a result of cost pressures, supply chain disruptions, or other reasons. We would lose business to the extent any of our customers
are able to produce the products that we otherwise supply them. Additionally, the commercial outlets for many of our customers are also under intense competitive or political pressure, which has caused many such commercial outlets to be resistant
to price increases from their suppliers. Ultimately, our ability to sell our products to customers depends upon our customers’ ability to succeed against their competitors and to respond effectively to the demands of
their own customers, including pressure to reduce prices. When our customers do not successfully compete, as happens from time to time, it can impact our sales and the prices at which we sell our products, which can negatively affect our
results.
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In some product lines, most of our sales are made to a relatively small number of customers; if we lose any of those customers, sales and operating results could decline.
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In some of our product lines, our sales are concentrated with a small number of customers. While we do not currently have any single customer that we consider to be significant to us as a whole, the loss of a
significant customer for a particular product line could substantially affect the sales and profitability of that line or the business unit that sells that product line, which may cause us to re-evaluate that line. Those developments could
negatively affect our results.
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The impact of tariffs and other trade barriers may negatively affect our results.
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The Company has manufacturing facilities located around the world. The Company sells to customers located both inside and outside the countries in which products are manufactured. The Company also depends upon suppliers both inside and outside
the countries in which products are manufactured. Tariffs and other trade barriers imposed by the U.S. or other countries have affected and could continue to adversely affect our manufacturing costs, our ability to source and import raw
materials, our ability to export our products to other markets, and our ability to compete successfully against other companies that are not impacted by tariffs to the same extent as the Company. Additionally, the uncertainties created by tariffs
and other trade barriers have also affected and could continue to affect our customers’ demand for our products because, for example, the customers decide to delay product launches or destock inventory due to these uncertainties. It is difficult
to predict the effects of current or future tariffs and other trade barriers and disputes, and the Company’s efforts to reduce the effects of tariffs through pricing and other measures may not be effective. For
example, the Trump administration has expressed an intent to use tariffs, or the threat of tariffs, to further national policy goals. Tariffs and turmoil in international trade agreements could reduce demand for products and services, increase
costs, reduce profitability, or adversely impact our supply chains, which may adversely impact our business. In some cases, our products, such as U.S. grown garlic and onion, benefit from tariffs levied against foreign products. If these
beneficial tariffs were reduced or eliminated, it could adversely affect these businesses; on the other hand, if these tariffs were increased, these businesses might benefit, but our broader business and financial condition could still be
adversely impacted by increases in tariffs and restrictions on trade.
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Consolidation has resulted in customers with increased buying power, which can affect our profitability.
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Many of our customers have consolidated in recent years and we expect the combination trend to continue in many business lines. These consolidations have often produced large, sophisticated customers with increased
buying power who are more capable of resisting price increases or vertically integrating. If the larger size or greater buying power of those customers results in additional negotiating strength, the prices we are able to charge could be
negatively affected and our profitability could decline. In addition, if any of these large customers are able to produce the products that we otherwise supply them, our results of operations may be adversely impacted.
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Our sales and profitability are affected by changing consumer preferences, changing regulations and technologies, and our ability and our customers’ ability to make and sell to consumers in
highly competitive markets.
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Although we do not generally make or sell proprietary consumer products, many of our products are sold to companies that develop and market consumer products, either directly or through other commercial and retail
outlets. Sales of flavors, colors, personal care ingredients, pharmaceutical and nutraceutical excipients and ingredients, and many of our other products depend in part upon our customers’ ability to create and sell products to consumers in
highly competitive markets, all of which are beyond our control. Our sales could also be affected by changing regulations or technologies (including, for example, off-label prescription drug use for weight loss that could change consumer
consumption patterns and regulatory restrictions or bans on synthetic food colors) that could impact consumer demand for products that contain our products. Therefore, we depend upon our customers’ ability to create markets for the consumer
products that incorporate the products that we manufacture. In addition, if we cannot adequately anticipate and respond to the needs of our customers as they evolve in response to changing consumer preferences, new technologies (including
advancements such as artificial intelligence and machine learning, which may become critical in understanding consumer preferences in the future), and price demands, our results could be adversely affected. Additionally, the market pressures on
our customers may adversely affect the willingness of these customers to launch new products, to introduce limited time offerings, and to grow or continue to produce existing product lines. Since the beginning of the COVID-19 pandemic, we have
seen a reduction in the size of new product launches and fewer limited time offerings from some of our customers. Even after the pandemic receded, this trend has continued to a degree. Any of these actions by our customers can adversely affect
our results. Furthermore, effective in 2027, the Food and Drug Administration banned the use of Red 3 in food and beverages, and California passed a ban on the use of synthetic food colorants in school lunches. Numerous other states also have
various legislative proposals to ban or restrict the use of synthetic colors. In addition, the Trump administration has expressed an interest in re-examining the use of synthetic food colorants. While we have a broad portfolio of natural color
and applications capabilities that enable us to offer alternatives and replacements for synthetic colors to customers, it is possible that such laws could reduce our revenue if our customers find alternative suppliers or remove color from their
products.
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If we do not maintain an efficient cost structure, our profitability could decrease.
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Our success depends in part on our ability to maintain an efficient cost structure. We regularly initiate cost-reduction measures that could impact our manufacturing, sales, operations, and information systems
functions. If we do not continue to manage costs and achieve additional efficiencies, or we do not successfully implement related strategies, our competitiveness and our profits could decrease. As discussed above, the price pressures in our
markets make such cost reduction efforts particularly important. For example, in 2023, the Company began the execution of a Portfolio Optimization Plan to optimize certain production facilities, centralize and eliminate certain production and
selling and administrative positions, and improve efficiencies globally within the Company. These types of activities have required, and may continue to require, the devotion of significant resources and management attention and may pose business
risks. In addition, these actions may result in a deterioration of employee relations at the impacted locations in our business. Our ability to realize anticipated cost savings may be affected by a number of factors, including our ability to
effectively reduce overhead, rationalize manufacturing capacity, and effectively produce products at the consolidated facilities. Furthermore, our cost reduction efforts may not be as effective as we had anticipated, which could have an adverse
effect on our financial condition.
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A disruption in our supply chain could adversely affect our profitability.
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We generally rely on third party suppliers for various raw materials that we use to make our products. We use many different chemical products, natural products, and other commodities as raw material ingredients.
We also use raw materials whose production is energy intensive and dependent on successful farming techniques and favorable climatic and environmental conditions. As the demand for natural products continues to grow, the risks associated with
agriculture, such as reduced crop yields, reduced crop availability, water shortages, increased water costs, reduced access to water, droughts, and other potentially more severe weather events, are becoming increasingly important. In addition,
we obtain some raw materials from a single supplier or a limited number of suppliers. Disruptions or other issues with those suppliers could affect the availability of those materials. Even if there are multiple suppliers of a particular raw
material, there are occasionally shortages. Constrictions in supply of raw materials can lead to increased costs. We may not be able to pass these costs to customers for a variety of reasons, including the fact that some of our competitors may
not be subject to the increased costs. Additionally, government regulatory action against any of our suppliers or particular raw materials could also cause a supply disruption. We have, in the past, dealt with regulators shutting down
and excluding from the market suppliers that provided the Company with raw materials. For example, in the recent past, the Chinese government has shut down a chemical park for pollution mitigation. This adversely impacted the supply of raw
materials for the affected products and, therefore, impacted our ability to produce products containing these raw materials. Additionally, our yields from harvests for onion were adversely impacted by both drought and flooding in 2022-23 and by
plant diseases, including downy mildew in certain growing areas, in 2024, resulting in reduced availability of onion products for our Natural Ingredients business in recent prior years. We increased the amount of onion and garlic planted in 2024,
but there is no certainty that we will achieve greater yields or, if we do increase our yields, that there will be a market for such products. Any future unavailability or shortage of a raw material, however caused,
could negatively affect our operations using that raw material and thus adversely affect our results.
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We may not be able to manage inventory as effectively as anticipated, which may adversely impact our performance.
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Efficient inventory management is essential to our performance. We must maintain appropriate inventory levels and product mix to meet customer demand, without incurring costs related to storing and holding excess inventory. If our inventory
management decisions do not accurately predict demand or otherwise result in excess inventory, as has happened in the past, our financial results may be adversely impacted by markdowns, impairment charges, or other costs related to disposal of
excess or obsolete inventory. For example, the shelf-life for natural products is generally shorter than synthetic products, so if the demand for natural products slows, it becomes more likely that any excess inventory could need to be written
off or subject to markdowns and would have an adverse impact on our revenue and profitability. Additionally, if we do not maintain enough inventory to satisfy the demand of our customers, we may lose business to our competitors, which could
adversely affect our results. Conversely, at the end of 2022 and continuing through 2023, our financial performance was adversely impacted by customer destocking that resulted from our customers holding large quantities of inventory during the
COVID-19 pandemic and then returning to normalized levels. Any future inability to manage our inventory, however caused, could negatively affect our operations and thus adversely affect our results.
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Raw material, energy, labor, and transportation cost volatility may reduce our profitability.
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We have experienced challenges as a result of ongoing domestic and global supply chain issues, particularly with respect to raw materials, logistics, and labor. In addition, we have experienced inflationary increases in
the costs of raw materials, energy, transportation, and labor. Although we attempt to manage these challenges through pricing and other actions, we may not be able to increase our product prices enough to offset these increased costs. Increasing
our prices also may reduce sales volume and related profitability and cause us to lose customers. If inflationary conditions persist, accelerate, or expand, it will become more difficult to manage these challenges without adverse impacts to our
revenues and profitability.
We use various energy sources in our production and distribution processes. Commodity and energy prices are subject to significant volatility caused by market fluctuations, supply and demand, currency fluctuation,
production and transportation disruption, disruptive world events (such as the Russia-Ukraine and Middle Eastern conflicts and related disruptions in the Red Sea and Arabian Sea discussed above), and changes in governmental regulations,
particularly related to carbon reduction. Commodity, transportation, and energy price increases will raise both our raw material costs and operating costs. Additionally, as many areas move away from using carbon-based sources of energy, we would
initially anticipate increases in the cost of energy generated from renewable energy sources as well as potential reliability and continuity issues related to electrical power generation, distribution, and supply. While the long-term
environmental impact of these moves is favorable, the shorter and medium-term impact in increased energy prices could adversely affect our profitability.
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The financial condition of our customers may adversely affect their ability to buy products from us at current levels, to accept price increases, or to pay for products that they have already
purchased.
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As mentioned above, our customers are under intense pressure in their markets from competitors and their end customers and as a result of changing consumer preferences. Historically, these combined pressures have resulted in some of the
Company’s customers entering bankruptcy or receivership. There is risk that other customers of the Company could enter bankruptcy or receivership in the near-term as several smaller customers did in 2024. Once in bankruptcy or receivership, these
customers are restricted from paying certain outstanding invoices to the Company until later in the bankruptcy process and even when able to pay, may not be able to pay the full amounts owed. Additionally, certain payments made to us prior to a
customer declaring for bankruptcy may be, and have been, subject to clawback during the bankruptcy or receivership process. Financially distressed customers may change or reduce ordering patterns, reduce willingness to accept price increases,
discontinue or reduce existing product offerings, and introduce fewer new products. Those developments could adversely affect our results.
In addition, if any of our suppliers become financially insolvent and fail to perform their obligations under arrangements with us, we may be forced to replace the underlying commitment at current or above market prices
or on other terms that are less favorable to us with little recourse against such supplier. In such events, we may incur losses, or our results of operations, financial condition, or liquidity could otherwise be adversely affected.
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The impact of currency exchange rate fluctuation may negatively affect our results.
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We report the results of our foreign operations in the applicable local currency and then translate those results into U.S. dollars at applicable exchange rates. We are therefore subject to non-U.S. currency risks and
non-U.S. exchange exposure. The applicable exchange rates between and among foreign currencies and the U.S. dollar have fluctuated and will continue to do so in the future. These fluctuations have impacted our results of operations in recent
periods as discussed below in more detail under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Such currency exchange rate volatility may also adversely impact our financial condition or
liquidity. While we may use forward exchange contracts and foreign currency denominated debt to manage our exposure to foreign exchange risk, such risk management strategies do not insulate us completely from those exposures and may not be
effective, and our results of operations could be adversely affected. Exchange rates can be volatile and a substantial weakening of foreign currencies against the U.S. dollar could reduce our profit margin in certain of our businesses outside of
the U.S. and adversely impact the comparability of results from period to period. The continued strength of the U.S. dollar could continue to adversely impact our revenue and profit in non-U.S. jurisdictions.
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Operating in foreign countries and emerging markets exposes us to increased risks, including economic, political, security, and international operation risks.
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We operate, manufacture, and sell our products and obtain raw materials in many foreign countries and emerging markets. This subjects us to risks that could materially impact our operating results, including:
difficulties in staffing and managing foreign personnel in diverse cultures; transportation and other supply chain delays or interruptions; sometimes unpredictable regulatory changes; physical security risks, including the potential for violence,
civil and labor unrest, and possible terrorist attacks; difficulties in enforcing rights, collecting revenues, and protecting assets in foreign jurisdictions; and the effects of international political developments and political and economic
instability. For example, we have a flavors manufacturing facility in Celaya, Mexico; this city continues to experience increased levels of political and criminal violence by narcotics trafficking cartels. While the instability in Mexico has not
yet materially adversely impacted our business there, it could do so in the future, and our results of operations could be adversely affected.
In addition, changes in policies by the United States or foreign governments could negatively affect our operating results due to changes in duties, tariffs, trade regulations, employment regulations, taxes, or
limitations on currency or fund transfers. For example, changes in the trade relationship between the U.S. and China may affect the availability and cost of our raw materials and products originating in China, the demand for, as well as the
supply of, our products manufactured in China or containing raw materials from China, and the demand from Chinese customers for our products.
These kinds of restrictions could be adopted with little to no advanced notice, and we may not be able to effectively mitigate the adverse impacts from such measures. Any of these events could increase the cost of our
products, create disruptions to our supply chain, and impair our ability to effectively operate and compete in the countries where we do business.
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Various stakeholders’ increasing and changing expectations and new laws and regulations with respect to Environmental, Social, and Governance (ESG) matters may impose additional costs on us
or expose us to additional risks.
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Stakeholder and regulatory focus on ESG matters requires us to continuously monitor various developing standards and reporting requirements and make continuous progress in our efforts to reduce our, as well as our
suppliers’, energy consumption, greenhouse gas emissions, water usage, and waste generation. Implementing such monitoring, reporting, and improved sustainability could be costly. Even where we make progress, our ESG practices still may not meet
the standards of all of our stakeholders. For example, many of our large, global customers are committing to long-term targets to reduce greenhouse gas emissions within their supply chains. If we are unable to achieve these reductions, or make
similar commitments, our customers may seek out alternative suppliers who are better able to support such reductions. Certain of our customers have also indicated that they will require that their suppliers meet a certain score or grade on one or
more sustainability platforms. If we are unable to meet such criteria, we may be unable to win new business or lose existing business with those customers. We are also experiencing certain of our customers requesting that we undertake specific
sustainability initiatives, some of which may impose significant costs on the Company. If we fail to undertake such initiatives, we may lose business with those customers or, if we do undertake such initiatives and are unable to pass on the
additional costs, our profitability could be adversely impacted. In addition, some of our customers and other stakeholders are requiring us to provide information on our plans relating to certain ESG matters, such as greenhouse gas emissions
(including carbon scores for particular products we supply), and we expect this trend to continue as more regulations are being adopted. If we are unable to respond, or we are perceived to be responding inadequately, to the expectations of our
stakeholders, our business and reputation could be harmed, our profit and revenue could decline, and it could have a negative impact on the trading price of our common stock.
In addition, the increased focus on ESG matters may result, and has already resulted, in regulations, laws, and demands, such as enhanced sustainability reporting regimes, which could cause us, and has already caused
us, to incur additional costs or to make changes to our operations to comply with any such regulations, laws, or demands. We are also likely to incur additional third-party service provider costs, including sustainability platform fees, audit
costs, and other service fees from sustainability professionals in order to remain compliant with newly enacted regulations, laws, and demands, including the European Union Corporate Sustainability Reporting Directive and California SB 253 and
SB 261, as amended by SB 219. If we are unable to pass on these costs, our profit could decline. Further, our customers and the markets we serve may impose standards, regulations, market-based policies, or preferences that we may not be able to
timely meet due to the required level of capital investment or technological advancement, which in the case of the availability of sustainable energy to support our operations is generally outside our control. If we fail to keep up with
changing regulations and preferences, or if we fail to innovate or operate in ways that maximize sustainability, our customers may choose more sustainable suppliers. Failing to quickly and cost-efficiently adapt to stakeholder ESG expectations
and standards could adversely affect our business and financial condition. Additionally, consumers who buy food and personal care products from our customers may be unwilling to pay the higher prices that could result from the increased costs
of products as a result of the increased costs engendered by these sustainability efforts, which could adversely affect our business and financial condition.
Increasingly, different stakeholder groups have divergent views on sustainability matters (including certain “anti-ESG” sentiment), which increases the risk that any action or lack thereof with respect to
sustainability matters will be perceived negatively by at least some stakeholders and adversely impact our reputation and business. If we do not successfully manage sustainability-related expectations across all of our stakeholders, and in
compliance with potentially conflicting and rapidly evolving regulations, it could adversely impact our reputation and our business.
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World events and natural disasters are beyond our control and could affect our results.
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World events can adversely affect national, international, and local economies. Economies can also be affected by conflicts, natural disasters, changes in climate, severe weather (including droughts and flooding),
epidemics, pandemics, or other catastrophic events. Such events and conditions, as well as uncertainty in or impairment of financial markets, have adversely affected and could continue to affect our revenues and profitability, particularly if
they occur in locations in which we or our customers have significant operations. Our natural colors, flavors, extracts, and essential oils businesses are dependent on favorable climatic conditions and the non-occurrence of natural disasters.
Adverse weather events could impact our or our growers’ ability to plant, grow, and harvest crops, and such events could also increase the presence of disease and pests on such crops, which may negatively affect our ability to supply certain
products. For example, our Natural Ingredients business has significant operations in California, which has been dealing with drought conditions, flooding, plant diseases, and water supply issues, which such issues had negatively impacted certain
of our yields from onion harvests in prior years as discussed above. In the event that there is an insufficient supply of water for our operations or the operations of the growers that we contract with, our Natural Ingredients business may be
materially impacted and could have an adverse effect on our results in future periods. While we make efforts to diversify where we grow products, these efforts may be insufficient to mitigate all adverse effects. In addition, while we have
manufacturing facilities throughout the world, certain of our facilities are the sole manufacturer of a specific product, and a disruption in manufacturing could lead to increased costs of relocating or replacing the production of a product, or
reformulating a product, which could have an adverse effect on our results.
Litigation and Regulatory Risks
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Many of our products are used in items for human consumption and contact. We may be subject to product liability claims and product recalls, which could negatively impact our profitability
and corporate image.
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We sell flavors, colors, and other specialty ingredients that are used in foods, beverages, pharmaceuticals, personal care, nutraceuticals, and other items for human consumption or contact. These products involve risks
such as contamination or spoilage, tampering, defects, and other adulteration. If the consumption or use of our products causes product damage, injury, illness, or death, we may be subject to liability, including class action lawsuits and other
civil and governmental litigation. We are also subject to product liability claims involving products containing diacetyl and related chemicals as well as cosmetic ingredients that may have utilized talc in the past. From time to time, we or our
customers have withdrawn or recalled products in the event of contamination, product defects, or perceived quality problems. If our customers withdraw or recall products related to ingredients that we provide to them, as has occurred in the past,
they may make claims against us.
Although we vigorously defend against claims when they are made, there can be no assurance that any claims or recalls will not be material. While we maintain liability insurance against these risks, coverage may be
unavailable or incomplete. A significant product defect, product recall, or product liability judgment can negatively impact our profitability for a period of time depending on the insurance coverage, costs, adverse publicity, product
availability, scope, competitive reaction, and consumer attitudes. Even if a product liability claim is unsuccessful or is not fully pursued, the cost of defense and the negative publicity surrounding any assertion that our products caused
illness, injury, or death or any recall involving our products could adversely affect our reputation with existing and potential customers and our corporate image and thereby adversely impact our profitability.
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There are an enormous number of laws and regulations applicable to us, our suppliers, and our customers across all of our business lines. Compliance with these legal requirements is costly to
us and can affect our operations as well as those of our suppliers and customers. Failure to comply could also be costly and disruptive.
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Our facilities and products are subject to many laws and regulations relating to the environment, health, safety, and the content, processing, packaging, storage, distribution, quality, and safety of food, drugs,
personal care, other consumer products, and industrial colors. These laws and regulations are administered in the United States by the Department of Agriculture, the Food and Drug Administration, the Environmental Protection Agency, the
Department of Labor, and other federal and state governmental agencies. In addition, individual states may also enact regulations prohibiting or limiting the manufacturing and/or sale of goods containing certain of our products (such as the FDA
ban on Red 3 and the California School Food Safety Act’s prohibition on the use of synthetic food colors in school lunches after December 31, 2027), which could cause a decrease in our sales of such products and negatively impact our results of
operations. We, our suppliers, and our customers are subject to similar governmental regulation and oversight abroad. Compliance with these laws and regulations can be complex and costly and affect our, our suppliers’, and our customers’
operations. Also, if we, our suppliers, or our customers fail to comply with applicable laws and regulations, we could be subject to administrative penalties and injunctive relief, civil and criminal remedies, fines, recalls of products, and
private civil lawsuits. Regulatory action against a supplier or customer can create risk for us and negatively affect our operations. As discussed above, actions by regulatory agencies against us and our suppliers can also adversely impact the
availability of raw materials. Whenever raw materials become more costly or unavailable due to legal, regulatory, or other governmental actions, our profitability could be adversely impacted.
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Environmental compliance may be costly to us.
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Our operations are subject to extensive and stringent laws and regulations that pertain to the discharge of materials into the environment, handling of materials, and disposition of wastes and air emissions. These rules
operate or will operate at both the federal and state levels in the United States, and there are analogous laws at most of our overseas locations. Environmental regulations, and the potential failure to comply with them, can have serious
consequences, including the costs of compliance and defense; interference with our operations or the ability to obtain required permits; civil, criminal, and administrative penalties; and negative publicity. Additionally, the ability of our
suppliers to comply with environmental regulations may cause adverse effects on us by reducing or eliminating the availability of necessary raw materials or increasing the cost of raw materials. These factors might adversely impact our ability to
make certain products as well as our profitability on the products that can be made.
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We could be adversely affected by violations of anti-bribery and anti-corruption laws and regulations.
|
Our business is subject to the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act, and similar anti-bribery and anti-corruption laws and regulations in other countries where we operate. While we maintain robust policies to
prevent violations of these laws and to monitor third party risks, investigating and resolving actual or alleged violations of anti-bribery and anti-corruption laws is expensive and could negatively impact our results of operations or financial
condition. Under these laws, companies may be held liable for the corrupt actions taken by their directors, officers, employees, agents, or other representatives. We could be subject to substantial civil and/or criminal fines and penalties if we
or any of our representatives fail to comply with these laws, which could have a material adverse effect on our business and reputation.
| • |
Changes in tax rates or tax laws could expose us to additional tax liabilities that may negatively affect our results.
|
We are subject to taxes in the U.S. and numerous foreign jurisdictions. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax
rates; changes in the valuation of deferred tax assets and liabilities; changes in liabilities for uncertain tax positions; the costs of repatriations; or changes in tax laws or their interpretation. Any of these changes could negatively impact
our results. In addition, the Organisation for Economic Co-operation and Development published a statement updating and finalizing the key components of a two-pillar plan on global tax reform that has now been agreed upon by the majority of
OECD members. Pillar Two imposes a global minimum corporate tax rate of 15%. A number of countries enacted legislation to implement the core elements of Pillar Two in fiscal year 2024. Other countries, including the United States and China,
have not yet adopted the framework. When and how this framework is adopted or enacted by the various countries in which we do business that have not yet adopted the framework could increase tax complexity and uncertainty and may adversely
affect our results of operations. We are continuing to evaluate the impact on future periods of Pillar Two, including legislative updates and adoption by additional countries, which could result in an increase in our effective tax rate.
We are also subject to the routine examination of our income tax returns by tax authorities in those countries in which we operate, and we may be subject to assessments or audits in the future in any of these countries.
The results of such assessments or audits, if adverse to us, could negatively impact our results.
We have transfer pricing policies that are a significant component of the management and compliance of our operations across international boundaries and overall financial results. Many countries routinely examine
transfer pricing policies of taxpayers subject to their jurisdiction, challenge transfer pricing policies aggressively where there is potential non-compliance, and impose significant interest charges and penalties where non-compliance is
determined. However, governmental authorities could challenge these policies more aggressively in the future and, if challenged, we may not prevail. We could suffer significant costs related to one or more challenges to our transfer pricing
policies.
Structural and Organizational Risks
| • |
We depend on certain key personnel, and the loss of these persons may harm our business, including the loss of trade secrets.
|
Our success depends in large part on the continued service and availability of our key management and technical personnel, and on our ability to attract and retain qualified new personnel. The competition for these
individuals can be significant and if we are unable to successfully integrate, motivate, and reward our employees, we may not be able to retain them. The loss of key employees or inability to attract new employees in the future could harm our
business. In addition, we need to provide for smooth transitions when replacing key management and technical personnel positions. Our operations and results may be negatively affected if we are not able to do so.
Additionally, many of our key personnel must have access to the Company’s trade secrets to effectively perform their job responsibilities. Although we seek to impose confidentiality, non-solicitation, loyalty, and
non-competition obligations on many employees through agreements and our Code of Conduct, these efforts may not be successful. Furthermore, litigation to enforce departing employees’ legal obligations may not be, and has not always been,
successful as the legal systems in many jurisdictions disfavor or prohibit restrictions on an employee’s right to change jobs as well as on preemptive measures to prevent the disclosure of a company’s trade secrets and intellectual property
before it occurs. It may become more difficult to obtain and enforce non-competition agreements in the future, as there are various federal and state efforts ongoing in the U.S. that would prohibit or limit them. As a result, there is a
possibility that certain competitors could attempt to exploit the Company’s trade secrets and confidential information to the Company’s competitive detriment, which could adversely impact our profitability. Additionally, proving the theft of
trade secrets in the food ingredient industry is exceedingly difficult.
| • |
We face risks associated with strategic transactions that we have completed and may pursue in the future, which could adversely affect our operating results.
|
Our business strategy includes acquiring businesses, making investments that complement our existing businesses, and, based on an evaluation of our business portfolio, divesting existing businesses. We have acquired
many companies and operations in the past and may continue to grow by acquisition in the future. We continue to analyze and evaluate acquisition opportunities with the potential to strengthen our industry position or enhance our existing product
offerings. We may not be able to identify suitable acquisition candidates or have sufficient financing and/or cash available to successfully complete acquisitions in the future. Our future growth through acquisitions could involve significant
risks that may have a material adverse effect on us.
In addition, strategic transactions may present operational, financial, and managerial challenges, including diversion of management attention from existing businesses, difficulty with integrating or separating
personnel and financial and other systems, increased expenses and raw material costs, assumption of unknown liabilities and indemnities that may not be discovered before an acquisition or fully reflected in the price we pay, and potential
disputes with the buyers or sellers. If we are unable to consummate such transactions, or successfully integrate and grow acquisitions and achieve contemplated revenue synergies and cost savings, our financial results could be adversely affected.
For example, we acquired an extraction company named Mazza in 2018. Because Mazza’s extraction process proved to not be economically viable, we elected to close the former Mazza plant as part of our Portfolio Optimization Plan, while retaining
the intellectual property for future use in the event it does become economically viable. Divestitures have inherent risks, including potential post-closing liabilities and claims for indemnification, that may impact our ability to fully realize
the anticipated benefits of a given divestiture. If any additional post-closing risks materialize, the benefits of such divestitures may not be fully realized, if at all, and our business, financial condition, and results of operations could be
negatively impacted.
We may also need to finance future acquisitions, and the terms of any financing, and the need to ultimately repay or refinance any indebtedness, may have negative effects on us. Acquisitions also could have a dilutive
effect on our financial results. Acquisitions also generally result in goodwill, which would need to be written off against earnings in the future if it becomes impaired. Acquisitions and investments may involve significant cash expenditures,
debt incurrences, equity issuances, operating losses, and expenses.
Technology and Cybersecurity Risks
| • |
Our ability to protect our intellectual property rights is key to our performance.
|
We protect our intellectual property rights as trade secrets, through patents, under confidentiality agreements, and through internal and external physical and cyber-security policies and systems. We could incur
significant costs in asserting our intellectual property rights or defending ourselves from third party intellectual property claims. The laws of some of the countries in which we operate do not protect intellectual property rights to the same
extent as the laws of the United States. Our failure to obtain or adequately protect our intellectual property rights (including in response to developments in artificial intelligence technologies), or any change in law or other changes that
serve to lessen or remove the current legal protections of our intellectual property, may diminish our competitiveness and could have a material adverse impact on our business, financial condition, and results of operations. In addition, if other
parties were to infringe on our intellectual property rights, or if a third party successfully asserted that we infringed their intellectual property rights, it could have an adverse impact on our business.
| • |
Our ability to successfully maintain and upgrade our information technology systems, and to respond effectively to failures, disruptions, compromises, or breaches of our information
technology systems, may adversely affect our competitiveness and profitability.
|
Our success depends in part on our ability to maintain current information technology platforms, including some managed by third-party providers, for our businesses to operate effectively, reliably, and securely. We
routinely review and upgrade our information technology and cybersecurity systems in order to better manage, report, and protect the information related to our formulas, research and development, manufacturing processes, trade secrets, sales,
products, customers, personnel, and other operations. If we do not continue to maintain our information technology and cybersecurity platforms and successfully implement upgrades to systems to protect our vital information as well as our
facilities and IT systems, our competitiveness and profits could decrease. In addition, as artificial intelligence capabilities and other new and evolving technologies improve and gain widespread use, the cybersecurity threats we face and
incidents we experience from time to time may become even more challenging to prevent, detect, and mitigate to the extent they increasingly use artificial intelligence or other new and evolving technologies. These attacks could be designed to
directly attack information systems with increased speed and/or efficiency or create more effective phishing techniques. It is also possible for a threat to be introduced as a result of our customers and third-party providers using the output of
an artificial intelligence tool or other new and evolving technologies that includes a threat, such as introducing malicious code by incorporating artificial intelligence-generated source code.
Because of the nature of our business, and the importance of our proprietary information and manufacturing facilities, we face threats and experience cybersecurity incidents and attempts from time to time, not only from
hackers that are intent on theft and disruption, but also from malicious insiders that may attempt to steal Company information or negligent employees. Furthermore, our and our third-party providers’ information technology systems are susceptible
to failures, disruptions, breaches, ransomware, theft, employee carelessness in the face of social engineering and phishing threats and attacks, and other similar cybersecurity events. We and third parties we utilize as vendors to support our
business and operations have experienced such attacks in the past and while there has been no material impact on our business to date, any such attacks in the future could have an adverse impact on our business. The impact of any such event and
the effectiveness of our response thereto may adversely affect our operations and subject us to lost business opportunities, increased operating costs, regulatory consequences, and reputational harm. While we take substantial steps to protect our
information and systems through cyber security systems, monitoring, auditing, and training, these efforts are not always successful. And, while we maintain liability insurance against these risks, coverage may be unavailable or incomplete.
In addition, the Company is subject to a variety of laws and regulations in the United States and other jurisdictions regarding privacy, data protection, and data security, including those related
to the collection, storage, handling, use, disclosure, transfer, and security of personal data. Compliance with and interpretation of various data privacy regulations continue to evolve and any violation could subject the Company to legal
claims, regulatory penalties, and damage to its reputation. Our failure to comply with these evolving regulations, whether as a result of a cyber-attack or otherwise, could expose us to fines, sanctions, penalties, and other costs that could
harm our reputation and adversely impact our financial results.
| Item 1B. |
Unresolved Staff Comments.
|
None.
| Item 1C. |
Cybersecurity.
|
Risk Management and Strategy
The Company recognizes the importance of assessing, identifying, and managing material risks associated with cybersecurity threats in order to safeguard our information systems and protect
the confidentiality, integrity, and availability of our information systems and the information residing therein. We have implemented several cybersecurity processes to aid in our efforts to assess, identify, and manage such material risks.
Our risk management program considers cybersecurity threat risks alongside other risks as part of our overall risk assessment process. We believe that integrating our cybersecurity risk
management into our broader risk management framework promotes a company-wide culture of cybersecurity risk management and ensures that cybersecurity considerations are an integral part of decision-making at every level.
We employ a wide range of tools, policies, and services, including but not limited to penetration testing, network and endpoint monitoring, vulnerability assessments, information
segregation, and tabletop exercises to inform our risk identification and assessment. We routinely review and upgrade our information technology and cybersecurity systems in order to better manage, report, and protect the information related to our
formulas and processes, research and development, trade secrets, products, customers and suppliers, employees, and other sensitive information. We also have a cybersecurity specific risk assessment process that helps us identify our cybersecurity
threat risks and maturity level by comparing our processes to standards set by the International Organization for Standardization.
To provide for the availability of critical data and systems, maintain regulatory compliance, manage our material risks from cybersecurity threats, and to protect against, detect, and
respond to cybersecurity incidents, we:
| • |
Run tabletop exercises with our executive team to simulate a response to a cybersecurity incident and use the findings to improve our processes and technologies;
|
| • |
Conduct regular third-party assessments of our cybersecurity program;
|
| • |
Undertake regular reviews of our incident response plan and other policies related to cybersecurity;
|
| • |
Run regular cyber penetration testing;
|
| • |
Through policy and practice, classify information, restrict access, and require employees to treat sensitive data with care; and
|
| • |
Conduct an annual employee training program, including regular phishing email simulations for all employees with access to corporate email systems to enhance awareness and responsiveness to such possible threats.
|
Our incident response plan coordinates the activities we take to prepare for, detect, respond to, and recover from cybersecurity incidents, which include processes to triage, assess
severity of, escalate, contain, investigate, and remediate the incident, as well as to comply with potentially applicable legal obligations.
From time to time, we experience cybersecurity incidents and threats to our systems and information. Through the date hereof, no risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected, and we do not believe are reasonably likely to materially affect, the Company, including our business strategy, results of operations, or financial condition. However, we
cannot guarantee that we will not be materially affected in the future.
Governance
| Item 2. |
Properties.
|
We lease our corporate headquarters offices, which are located at 777 East Wisconsin Avenue, Milwaukee, Wisconsin. We own our Color Group headquarters offices located in St. Louis, Missouri. We lease our Asia Pacific
Group headquarters offices located in Singapore. We own a part, and lease a part, of our Flavors & Extracts Group headquarters offices located in Hoffman Estates, Illinois. As of December 31, 2024, the locations of our production properties
by reportable segment are as follows:
Color Group:
U.S. – St. Louis, Missouri.
International – Jundiai, Brazil*; Kingston, Ontario, Canada; Saint Ouen L’Aumone, France; Geesthacht, Germany; Reggio Emilia, Italy; Lerma, Mexico; Lima, Peru*; Johannesburg, South Africa; Gebze,
Turkey; and Kings Lynn, United Kingdom.
Flavors & Extracts Group:
U.S. – Livingston and Turlock, California; Amboy, Illinois; Harbor Beach, Michigan; Juneau, Wisconsin; and Deming, New Mexico.
International – Heverlee, Belgium; San Jose, Costa Rica*; Geesthacht, Germany; Celaya and Tlalnepantla*, Mexico; and Wales and Milton Keynes, United Kingdom.
Asia Pacific Group:
U.S. – None.
International – Keysborough, Australia; Guangzhou, China*; Mumbai, India*; Hitachi, Japan; Auckland, New Zealand; Manila, Philippines*; and Bangkok, Thailand*.
* Indicates a leased property at the location.
All properties are owned except as otherwise indicated above. All facilities are considered to be in good condition (ordinary wear and tear excepted) and suitable and adequate for the Company’s requirements.
| Item 3. |
Legal Proceedings.
|
See Part II, Item 8, Note 16, Commitments and Contingencies, of this report for information regarding legal proceedings in which we are involved.
| Item 4. |
Mine Safety Disclosure.
|
Not applicable.
Information About Our Executive Officers
The executive officers of the Company and their ages as of February 19, 2025 are as follows:
|
Name
|
Age
|
Position
|
|
Paul Manning
|
50
|
Chairman, President, and Chief Executive Officer
|
|
Amy M. Agallar
|
47
|
Vice President, Investor Relations, Global Procurement, and Treasurer
|
|
Michael C. Geraghty
|
63
|
President, Color Group
|
|
Thierry Hoang
|
44
|
Vice President, Asia Pacific Group
|
|
Amy Schmidt Jones
|
55
|
Vice President, Human Resources and Senior Counsel
|
|
John J. Manning
|
56
|
Senior Vice President, General Counsel, and Secretary
|
|
Steve Morris
|
61
|
President, Flavors & Extracts Group
|
|
Tobin Tornehl
|
51
|
Vice President and Chief Financial Officer
|
|
Adam Vanderleest
|
42
|
Vice President, Controller, and Chief Accounting Officer
|
The Company has employed all of the individuals named above, in substantively their current positions, for at least the past five years except as follows:
| • |
Mr. Morris has held his present office since January 1, 2024, and previously served as General Manager, Sweet and Beverage Flavors North America (August 2017 – December 2023).
|
| • |
Mr. Tornehl has held his present office since July 1, 2024, and previously served as Vice President, Controller, and Chief Accounting Officer (November 2018 – June 2024).
|
| • |
Mr. Vanderleest has held his present office since July 1, 2024, and previously served as Group Controller, Color Group (April 2021 – June 2024).
|
Mr. Paul Manning (Chairman, President, and Chief Executive Officer) and Mr. John J. Manning (Senior Vice President, General Counsel, and Secretary) are brothers.
PART II
| Item 5. |
Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
|
The Company’s common stock is listed on the New York Stock Exchange under the ticker symbol “SXT.” The number of shareholders of record of the Company’s common stock on February 13, 2025 was 1,837.
Since 1962, the Company has paid, without interruption, a quarterly cash dividend. During fiscal 2024, the Company paid aggregate cash dividends of $1.64 per share to our shareholders, and the Company most recently
declared a dividend of $0.41 per share payable on March 3, 2025 to shareholders of record on February 4, 2025. The timing, declaration, and payment of future dividends to holders of the Company’s common stock will depend upon many factors,
including the Company’s financial condition and results of operations, the capital requirements of the Company’s businesses, industry practice, and any other relevant factors.
On October 19, 2017, the Board of Directors authorized the repurchase of up to three million shares (2017 Authorization). As of December 31, 2024, 1,267,019 shares had been repurchased under the 2017 Authorization.
There were no repurchases of shares by the Company during 2024. 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 December 31,
2024, the maximum number of shares that may be purchased under publicly announced plans is 1,732,981.
This graph compares the cumulative total shareholder return for the Company’s common stock over the last five years to the total returns on the Standard & Poor’s Midcap Specialty Chemicals Index (S&P Midcap
Specialty Chemicals Index), the Standard & Poor’s Midcap Food Products Index (S&P Midcap Food Products Index), and the Standard & Poor’s 500 Stock Index (S&P 500 Index). The graph assumes a $100 investment made on December 31,
2019, and reinvestment of dividends. The stock performance shown on the graph is not necessarily indicative of future price performance. The stock performance graph and related information presented below is not deemed to be “soliciting material”
or to be “filed” with the Securities and Exchange Commission or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any
filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing.
|
|
December
31, 2019
|
December
31, 2020
|
December
31, 2021
|
December
31, 2022 |
December
31, 2023
|
December
31, 2024
|
||||||||||||||||||
|
Sensient Technologies Corporation
|
$
|
100
|
$
|
115
|
$
|
159
|
$
|
118
|
$
|
109
|
$
|
121
|
||||||||||||
|
S&P Midcap Specialty Chemicals Index
|
100
|
108
|
128
|
114
|
127
|
125
|
||||||||||||||||||
|
S&P Midcap Food Products Index
|
100
|
110
|
128
|
125
|
115
|
121
|
||||||||||||||||||
|
S&P 500 Index
|
100
|
118
|
152
|
125
|
157
|
197
|
||||||||||||||||||
Standard & Poor’s and S&P are registered trademarks of Standard & Poor’s Financial Services, LLC.
| Item 6. |
[Reserved]
|
| Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those statements
(Part II, Item 8 of this Form 10-K). This section generally discusses the results of our operations for the year ended December 31, 2024, compared to the year ended December 31, 2023. For a discussion of the year ended December 31, 2023, compared
to the year ended December 31, 2022, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed
with the Securities and Exchange Commission on February 22, 2024, which is incorporated herein by reference.
OVERVIEW
Sensient Technologies Corporation (the Company or Sensient) is a leading global manufacturer and marketer of colors, flavors, and other specialty ingredients. The Company uses advanced technologies at facilities around
the world to develop specialty food and beverage systems; personal care, essential oils, pharmaceutical, and nutraceutical systems; specialty colors; and other specialty and fine chemicals. The Company’s three reportable segments are the Flavors
& Extracts Group and the Color Group, which are both managed on a product line basis, and the Asia Pacific Group, which is managed on a geographic basis. The Company’s corporate expenses, share-based compensation, restructuring and other
charges, including the Portfolio Optimization Plan costs, and other costs are included in the “Corporate & Other” category.
The Company’s diluted earnings per share were $2.94 in 2024 and $2.21 in 2023. 2024 results were negatively impacted by $6.6 million ($2.5 million after tax, $0.06 per share) of Portfolio Optimization Plan costs. 2023
results were negatively impacted by $27.8 million ($27.4 million after tax, $0.65 per share) of Portfolio Optimization Plan costs. Adjusted diluted earnings per share, which exclude the Portfolio Optimization Plan costs, were $3.00 in 2024 and
$2.86 in 2023 (see discussion below regarding non-GAAP financial measures).
Additional information on the results is included below.
RESULTS OF OPERATIONS
2024 vs. 2023
Revenue
Sensient’s revenue was approximately $1.6 billion and $1.5 billion in 2024 and 2023, respectively.
Gross Profit
The Company’s gross margin was 32.6% in 2024 and 31.6% in 2023. The increase in gross margin was primarily due to higher volumes and selling prices, partially offset by higher raw material costs.
Selling and Administrative Expenses
Selling and administrative expense as a percent of revenue was 20.3% in 2024 and 21.0% in 2023. Selling and administrative expenses in 2024 and 2023 were increased by Portfolio Optimization Plan costs totaling $5.3
million and $24.7 million, respectively. Selling and administrative expense as a percent of revenue increased by approximately 40 basis points and 170 basis points in 2024 and 2023, respectively, as a result of these costs. See Portfolio Optimization Plan below for further information.
Selling and administrative expenses as a percent of revenue was further impacted by higher performance-based compensation costs in 2024.
Operating Income
Operating income was $191.6 million in 2024 and $155.0 million in 2023. Operating margins were 12.3% in 2024 and 10.6% in 2023. Portfolio Optimization Plan costs decreased operating margins by approximately 40 basis
points and 200 basis points in 2024 and 2023, respectively.
Additional information on segment results can be found in the Segment Information section.
Interest Expense
Interest expense was $28.8 million in 2024 and $25.2 million in 2023. The increase in expense was primarily due to an increase in the average interest rate.
Income Taxes
The effective income tax rate was 23.4% in 2024 and 28.1% in 2023. The effective tax rates in both 2024 and 2023 were impacted by the release of valuation allowances related to net operating losses, changes in
estimates associated with the finalization of prior year foreign and domestic tax items, audit settlements, the mix of foreign earnings, and the limited tax deductibility of costs related to the Portfolio Optimization Plan. The effective tax
rate in 2023 was further impacted by the release of a valuation allowance related to the foreign tax credit carryover. See Note 11, Income Taxes, in
the Notes to Consolidated Financial Statements included in this report for additional information.
|
2024
|
2023
|
|||||||
|
Rate before Portfolio Optimization Plan and discrete items
|
25.2
|
%
|
25.5
|
%
|
||||
|
Portfolio Optimization Plan impact
|
0.3
|
%
|
4.7
|
%
|
||||
|
Discrete items
|
(2.1
|
%)
|
(2.1
|
%)
|
||||
|
Reported effective tax rate
|
23.4
|
%
|
28.1
|
%
|
||||
The 2025 effective income tax rate is estimated to be between 24% and 26%.
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 will continue to operate until all production activities have successfully transferred to other locations, and then will be closed. The Company has substantially completed all
other actions contemplated under the Portfolio Optimization Plan in accordance with local laws.
See Note 15, Portfolio Optimization Plan, in the Notes to Consolidated Financial Statements included in this
report for additional information.
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.
|
Twelve Months Ended December 31,
|
||||||||||||
|
(In thousands except per share amounts)
|
2024
|
2023
|
% Change
|
|||||||||
|
Operating Income (GAAP)
|
$
|
191,579
|
$
|
155,023
|
23.6
|
%
|
||||||
|
Portfolio Optimization Plan costs – Cost of products sold
|
1,362
|
3,135
|
||||||||||
|
Portfolio Optimization Plan costs – Selling and administrative expenses
|
5,269
|
24,706
|
||||||||||
|
Adjusted operating income
|
$
|
198,210
|
$
|
182,864
|
8.4
|
%
|
||||||
|
Net Earnings (GAAP)
|
$
|
124,666
|
$
|
93,394
|
33.5
|
%
|
||||||
|
Portfolio Optimization Plan costs, before tax
|
6,631
|
27,841
|
||||||||||
|
Tax impact of Portfolio Optimization Plan costs(1)
|
(4,156
|
)
|
(415
|
)
|
||||||||
|
Adjusted net earnings
|
$
|
127,141
|
$
|
120,820
|
5.2
|
%
|
||||||
|
Diluted Earnings Per Share (GAAP)
|
$
|
2.94
|
$
|
2.21
|
33.0
|
%
|
||||||
|
Portfolio Optimization Plan costs, net of tax
|
0.06
|
0.65
|
||||||||||
|
Adjusted diluted earnings per share
|
$
|
3.00
|
$
|
2.86
|
4.9
|
%
|
||||||
|
Operating Income (GAAP)
|
$
|
191,579
|
$
|
155,023
|
23.6
|
%
|
||||||
|
Depreciation and amortization
|
60,329
|
57,820
|
||||||||||
|
Share-based compensation expense
|
10,084
|
8,933
|
||||||||||
|
Portfolio Optimization Plan costs, before tax
|
6,631
|
27,841
|
||||||||||
|
Adjusted EBITDA
|
$
|
268,623
|
$
|
249,617
|
7.6
|
%
|
||||||
|
(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 15, 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 in the 2024 results compared to the 2023 results in the respective financial measures.
|
|
Twelve Months Ended December 31, 2024
|
|||||||||||||||
|
Total
|
Foreign
Exchange
Rates
|
Adjustments(1)
|
Adjusted Local
Currency
|
|||||||||||||
|
Revenue
|
||||||||||||||||
|
Flavors & Extracts
|
7.1
|
%
|
0.0
|
%
|
N/A
|
7.1
|
%
|
|||||||||
|
Color
|
6.6
|
%
|
(0.7
|
%)
|
N/A
|
7.3
|
%
|
|||||||||
|
Asia Pacific
|
11.2
|
%
|
(1.8
|
%)
|
N/A
|
13.0
|
%
|
|||||||||
|
Total Revenue
|
6.9
|
%
|
(0.5
|
%)
|
N/A
|
7.4
|
%
|
|||||||||
|
Operating Income
|
||||||||||||||||
|
Flavors & Extracts
|
10.6
|
%
|
(0.2
|
%)
|
0.0
|
%
|
10.8
|
%
|
||||||||
|
Color
|
13.4
|
%
|
(0.8
|
%)
|
0.0
|
%
|
14.2
|
%
|
||||||||
|
Asia Pacific
|
11.9
|
%
|
(2.2
|
%)
|
0.0
|
%
|
14.1
|
%
|
||||||||
|
Corporate & Other
|
(13.7
|
%)
|
0.0
|
%
|
(42.4
|
%)
|
28.7
|
%
|
||||||||
|
Total Operating Income
|
23.6
|
%
|
(1.0
|
%)
|
15.3
|
%
|
9.3
|
%
|
||||||||
|
Diluted Earnings per Share
|
33.0
|
%
|
(1.4
|
%)
|
28.5
|
%
|
5.9
|
%
|
||||||||
|
Adjusted EBITDA
|
7.6
|
%
|
(0.7
|
%)
|
N/A
|
8.3
|
%
|
|||||||||
|
(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 any applicable share-based compensation, acquisition, 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 discussion below regarding its operating segments has been updated to reflect the Company’s disaggregation of revenue, as summarized in Part II, Item 8, Note 12, Segment
and Geographic Information, of this report.
The Company’s reportable segments consist of the Flavors & Extracts, Color, and Asia Pacific segments.
Flavors & Extracts
Flavors & Extracts segment revenue was $793.7 million in 2024 and $741.1 million in 2023, an increase of approximately 7%. The higher segment revenue was a result of higher revenue in Natural Ingredients and
Flavors, Extracts & Flavor Ingredients due to higher volumes and selling prices. Foreign exchange rates had an immaterial impact on segment revenue.
Flavors & Extracts segment operating income was $97.1 million in 2024 and $87.8 million in 2023, an increase of approximately 11%. Foreign exchange rates had an immaterial impact on segment operating income. The
higher segment operating income was a result of higher operating income in Flavors, Extracts & Flavor Ingredients, partially offset by lower operating income in Natural Ingredients. The higher operating income in Flavors, Extracts &
Flavor Ingredients was primarily due to lower raw material costs, higher selling prices, higher volumes, and a favorable product mix. The lower operating income in Natural Ingredients was primarily due to higher raw material costs, partially
offset by higher volumes and selling prices. Segment operating income as a percent of revenue was 12.2% and 11.8% for 2024 and 2023, respectively.
Color
Segment revenue for the Color segment was $647.9 million in 2024 and $608.0 million in 2023, an increase of approximately 7%. The higher segment revenue was a result of higher revenue in Food & Pharmaceutical
Colors and Personal Care due to higher volumes and selling prices, partially offset by the unfavorable impact of foreign exchange rates, which decreased segment revenue by approximately 1%.
Segment operating income for the Color segment was $119.5 million in 2024 and $105.4 million in 2023, an increase of approximately 13%. The higher segment operating income was a result of higher operating income in
Personal Care and Food & Pharmaceutical Colors. The higher operating income in Personal Care was primarily due to higher volumes and selling prices and a favorable product mix. The higher operating income in Food & Pharmaceutical Colors
was primarily due to higher volumes and selling prices and a favorable product mix, partially offset by higher raw material and manufacturing and other costs. These increases were partially offset by the unfavorable impact of foreign exchange
rates, which decreased segment operating income by approximately 1%. Segment operating income as a percent of revenue was 18.4% and 17.3% for 2024 and 2023, respectively.
Asia Pacific
Segment revenue for the Asia Pacific segment was $162.5 million and $146.1 million for 2024 and 2023, respectively, an increase of approximately 11%. Segment revenue was higher than the prior year primarily due to
higher volumes and selling prices, partially offset by the unfavorable impact of foreign exchange rates, which decreased segment revenue by approximately 2%.
Segment operating income for the Asia Pacific segment was $34.5 million in 2024 and $30.8 million in 2023, an increase of approximately 12%. The increase in segment operating income was a result of higher volumes and
selling prices, partially offset by higher raw material and manufacturing and other costs and the unfavorable impact of foreign exchange rates, which decreased segment operating income by approximately 2%. Segment operating income as a percent of
revenue was 21.2% in 2024 and 21.1% in 2023.
Corporate & Other
The Corporate & Other operating loss was $59.5 million in 2024 and $68.9 million in 2023. The lower operating loss was primarily a result of lower Portfolio Optimization Plan costs, partially offset by higher
performance-based compensation costs in 2024. See the Portfolio Optimization Plan section above for further information.
LIQUIDITY AND FINANCIAL POSITION
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 December 31, 2024. The Company expects its cash flow
from operations and its existing 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 2025
through 2029, with approximately $56 million coming due in 2025. The Company believes that it has the ability to refinance or repay all of its obligations through a combination of cash flow from operations, issuance of additional notes, and
substantial borrowing capacity of approximately $257 million under the Company’s revolving credit facility, which matures in 2026.
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 in 2024. The
Company has experienced increased costs for certain inputs, such as raw materials, shipping and logistics, and labor-related costs. We continue to expect to manage these impacts in the near term, but persistent, accelerated, or expanded
inflationary conditions could exacerbate these challenges and impact our profitability.
In October 2017, the Board of Directors authorized the repurchase of up to three million shares. As of December 31, 2024, 1,732,981 shares were available to be repurchased under the existing authorization. The Company’s
share repurchase program has no expiration date. These authorizations may be modified, suspended, or discontinued by the Board of Directors at any time. There were no shares of Company stock repurchased in 2024 or 2023.
Cash Flows from Operating Activities
Net cash provided by operating activities was $157.2 million and $169.7 million in 2024 and 2023, respectively. Operating cash flow provided the primary source of funds for operating needs, capital expenditures, and
shareholder dividends. The decrease in net cash provided by operating activities in 2024 was primarily due to a decrease in the cash provided by accounts receivable, partially offset by a decrease in cash used for performance-based compensation
payments (which are determined based on prior year performance) made during 2024 compared to 2023.
Cash Flows from Investing Activities
Net cash used in investing activities was $59.2 million and $87.6 million in 2024 and 2023, respectively. Capital expenditures were $59.2 million in 2024 and $87.9 million in 2023. The Company paid $1.7 million in
2023 related to a purchase price holdback associated with the acquisition of Endemix Doğal Maddeler A.Ş. and Teknoloji Yatırımları ve Danışmanlık Sanayi ve
Ticaret A.Ş.
Cash Flows from Financing Activities
Net cash used in financing activities was $81.5 million and $82.0 million in 2024 and 2023, respectively. The Company had a net decrease in debt of $7.8 million and $3.5 million in 2024 and 2023, respectively. For the
purposes of the cash flow statement, net changes in debt exclude the impact of foreign exchange rates. The Company has paid uninterrupted quarterly cash dividends since commencing public trading of its stock in 1962. Dividends paid per share were
$1.64 in 2024 and 2023. Total dividends paid were $69.4 million and $69.2 million in 2024 and 2023, respectively.
CRITICAL ACCOUNTING ESTIMATES
In preparing the financial statements in accordance with accounting principles generally accepted in the U.S., management is required to make estimates and assumptions that have an impact on the asset, liability,
revenue, and expense amounts reported. These estimates can also affect supplemental information disclosures of the Company, including information about contingencies, risk, and financial condition. The Company believes, given current facts and
circumstances, that its estimates and assumptions are reasonable, adhere to accounting principles generally accepted in the U.S., and are consistently applied. Inherent in the nature of an estimate or assumption is the fact that actual results
may differ from estimates and estimates may vary as new facts and circumstances arise. The Company makes routine estimates and judgments in determining the net realizable value of accounts receivable, inventories, and property, plant, and
equipment. Management believes the Company’s most critical accounting estimates and assumptions are in the following areas:
Revenue Recognition
The Company recognizes revenue at the transfer of control of its products to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. Revenue is recognized when
control of the product is transferred to the customer, the customer is obligated to pay the Company, and the Company has no remaining obligations, which is typically at shipment. See Note 1, Summary of
Significant Accounting Policies, in the Notes to Consolidated Financial Statements included in this report for additional details.
Goodwill Valuation
The Company reviews the carrying value of goodwill annually utilizing several valuation methodologies, including a discounted cash flow model. The Company completed its annual goodwill impairment test under Accounting
Standards Codification (ASC) 350, Intangibles – Goodwill and Other, in the third quarter of 2024. In conducting its annual test for impairment, the Company performed a qualitative assessment of its
previously calculated fair values for each of its reporting units. Fair value is estimated using both a discounted cash flow analysis and an analysis of comparable company market values. If the fair value of a reporting unit exceeds its net book
value, no impairment exists. The Company’s three reporting units each had goodwill recorded and were tested for impairment. All three reporting units had fair values that were above their respective net book values by at least 75%. Changes in
estimates of future cash flows caused by items such as unforeseen events or changes in market conditions could negatively affect the reporting units’ fair value and result in an impairment charge.
Income Taxes
The Company estimates its income tax expense in each of the taxing jurisdictions in which it operates. The Company is subject to a tax audit in each of these jurisdictions, which could result in changes to the estimated
tax expense. The amount of these changes would vary by jurisdiction and would be recorded when probable and estimable. These changes could impact the Company’s financial statements. Management has recorded valuation allowances to reduce the
Company’s deferred tax assets to the amount that is more likely than not to be realized. As of December 31, 2024, the Company recorded gross deferred tax assets of $112.3 million with an associated valuation allowance of $29.7 million. Examples
of deferred tax assets include deductions, net operating losses, and tax credits that the Company believes will reduce its future tax payments. In assessing the future realization of these assets, management has considered future taxable income
and ongoing tax planning strategies. An adjustment to the recorded valuation allowance as a result of changes in facts or circumstances could result in a significant change in the Company’s tax expense. The Company does not provide for deferred
taxes on unremitted earnings of foreign subsidiaries, which are considered to be invested indefinitely.
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (FIFO) method. Net realizable value is determined on the basis of estimated realizable values. Cost
includes direct materials, direct labor, and manufacturing overhead.
The Company’s inventories contain a variety of inventory types with varying characteristics that would impact potential inventory obsolescence. The Company estimates any required write-downs for inventory obsolescence
by examining inventories on a quarterly basis to determine if there are any damaged items or slow-moving products in which the carrying values could exceed net realizable value. Inventory write-downs are recorded as the difference between the
cost of inventory and its estimated market value. The Company recorded non-cash charges of $0.7 million and $3.1 million in 2024 and 2023, respectively, in Cost of Products Sold related to the Portfolio
Optimization Plan. The non-cash charges in 2024 were primarily related to trial production runs that did not meet quality specifications and thus were disposed of, and the non-cash charges in 2023 reduced the carrying value of certain
inventories, as they were determined to be excess. While significant judgment is involved in determining the net realizable value of certain inventories with shorter expirations, the Company believes that inventory is appropriately stated at the
lower of cost or net realizable value.
Commitments and Contingencies
The Company is subject to litigation and other legal proceedings arising in the ordinary course of its businesses or arising under applicable laws and regulations. Estimating liabilities and costs associated with these
matters requires the judgment of management, who rely in part on information from Company legal counsel. When it is probable that the Company has incurred a liability associated with claims or pending or threatened litigation matters and the
Company’s exposure is reasonably estimable, the Company records a charge against earnings. The Company recognizes related insurance reimbursement when receipt is deemed probable. The Company’s estimate of liabilities and related insurance
recoveries may change as further facts and circumstances become known.
NEW PRONOUNCEMENTS
Refer to the “Recently Adopted Accounting Pronouncements” and “Recently Issued Accounting Pronouncements” section within Note 1, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in this report for additional details.
| Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk.
|
The Company is exposed to market risks, including changes in interest rates, currency exchange rates, and commodity prices. Where possible, the Company nets certain of these exposures to take advantage of natural
offsets. For certain remaining exposures, the Company may enter into various derivative transactions pursuant to the Company’s hedging policies. The financial impacts of these hedging instruments are offset by corresponding changes in the
underlying exposures being hedged.
The Company does not hold or issue derivative financial instruments for trading purposes. Note 1 and Note 7 to the Consolidated Financial Statements include discussions of the Company’s accounting policies for financial
instruments.
Because the Company manufactures and sells its products throughout the world, it is exposed to movements in foreign currency exchange rates. The major foreign currency exposures include the markets in Western
Europe, Latin America, Canada, and Asia. The primary purpose of the Company’s foreign currency hedging activities is to protect against the volatility associated with foreign currency sales, purchases of materials, and other assets and
liabilities created during the normal course of business. The Company generally utilizes foreign exchange contracts with durations of less than 18 months that may or may not be designated as cash flow hedges under ASC 815, Derivatives and Hedging. The net fair value of these instruments, based on dealer quotes, was a liability of $0.8 million and an asset of $1.0 million as
of December 31, 2024 and 2023, respectively. At December 31, 2024, the potential gain or loss in the fair value of the Company’s outstanding foreign exchange contracts, assuming a hypothetical 10% fluctuation
in the currencies of such contracts, would be approximately $2.1 million. However, any change in the value of the contracts, real or hypothetical, would be significantly offset by a corresponding change in the value
of the underlying hedged items. In addition, this hypothetical calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar.
The Company has certain debt denominated in Euros and British Pounds. These non-derivative debt instruments act as partial hedges of the Company’s Euro and British Pound net asset positions. The potential increase or
decrease in the annual U.S. dollar equivalent interest expense of the Company’s outstanding foreign currency-denominated debt, assuming a hypothetical 10% fluctuation in the currencies of such debt, would be approximately $1.1 million at December
31, 2024. However, any change in interest expense from fluctuations in currency, real or hypothetical, would be significantly offset by a corresponding change in the value of the foreign income before interest. In addition, this hypothetical
calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar.
The Company manages its debt structure and interest rate risk through the use of fixed rate and floating rate debt. The Company’s primary exposure is to interest rates in the U.S. and Europe. At December
31, 2024, the potential increase or decrease in annual interest expense of floating rate debt, assuming a hypothetical 10% fluctuation in interest rates, would be $1.0 million.
The Company is the purchaser of certain commodities, such as vanilla, corn, sugar, soybean meal, and fruits. The Company generally purchases these commodities based upon market prices that are established with the
vendor as part of the purchase process. In general, the Company does not use commodity financial instruments to hedge commodity prices due to a high correlation between the commodity cost and the ultimate selling price of the Company’s products.
On occasion, the Company may enter into non-cancelable forward purchase contracts, as deemed appropriate, to reduce the effect of price fluctuations on future manufacturing requirements.
|
|
Years Ended December 31,
|
|||||||||||
|
(In thousands except per share amounts)
|
2024
|
2023
|
2022
|
|||||||||
|
Revenue
|
$
|
|
$
|
|
$
|
|
||||||
|
Cost of products sold
|
|
|
|
|||||||||
|
Selling and administrative expenses
|
|
|
|
|||||||||
|
Operating income
|
|
|
|
|||||||||
|
Interest expense
|
|
|
|
|||||||||
|
Earnings before income taxes
|
|
|
|
|||||||||
|
Income taxes
|
|
|
|
|||||||||
|
Net earnings
|
$
|
|
$
|
|
$
|
|
||||||
|
|
||||||||||||
|
Earnings per common share:
|
||||||||||||
|
Basic
|
$
|
|
$
|
|
$
|
|
||||||
|
Diluted
|
$
|
|
$
|
|
$
|
|
||||||
|
|
||||||||||||
|
Weighted average number of common shares outstanding:
|
||||||||||||
|
Basic
|
|
|
|
|||||||||
|
Diluted
|
|
|
|
|||||||||
See notes to consolidated financial statements.
|
|
Years Ended December 31,
|
|||||||||||
|
(In thousands)
|
2024
|
2023
|
2022
|
|||||||||
|
Net earnings
|
$
|
|
$
|
|
$
|
|
||||||
|
Cash flow hedges adjustment, net of tax expense (benefit) of $
|
(
|
)
|
|
(
|
)
|
|||||||
|
Pension adjustment, net of tax benefit of $(
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Foreign currency translation on net investment hedges
|
|
(
|
)
|
|
||||||||
|
Tax effect of current year activity on net investment hedges
|
(
|
)
|
|
(
|
)
|
|||||||
|
Foreign currency translation on long-term intercompany loans
|
|
(
|
)
|
(
|
)
|
|||||||
|
Tax effect of current year activity on long-term intercompany loans
|
(
|
)
|
|
(
|
)
|
|||||||
|
Other foreign currency translation
|
(
|
)
|
|
(
|
)
|
|||||||
|
Total comprehensive income
|
$
|
|
$
|
|
$
|
|
||||||
See notes to consolidated financial statements.
|
|
December 31,
|
|||||||
|
(In thousands except share and per share amounts)
|
2024
|
2023
|
||||||
|
Assets
|
||||||||
|
Current Assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Trade accounts receivable
|
|
|
||||||
|
Inventories
|
|
|
||||||
|
Prepaid expenses and other current assets
|
|
|
||||||
|
Total current assets
|
|
|
||||||
|
Other assets
|
|
|
||||||
|
Deferred tax assets
|
|
|
||||||
|
Intangible assets, net
|
|
|
||||||
|
Goodwill
|
|
|
||||||
|
Property, Plant, and Equipment:
|
||||||||
|
Land
|
|
|
||||||
|
Buildings
|
|
|
||||||
|
Machinery and equipment
|
|
|
||||||
|
Construction in progress
|
|
|
||||||
|
|
|
|
||||||
|
Less accumulated depreciation
|
(
|
)
|
(
|
)
|
||||
|
|
|
|
||||||
|
Total assets
|
$
|
|
$
|
|
||||
|
|
||||||||
|
Liabilities and Shareholders’ Equity
|
||||||||
|
Current Liabilities:
|
||||||||
|
Trade accounts payable
|
$
|
|
$
|
|
||||
|
Accrued salaries, wages, and withholdings from employees
|
|
|
||||||
|
Other accrued expenses
|
|
|
||||||
|
Income taxes
|
|
|
||||||
|
Short-term borrowings
|
|
|
||||||
|
Total current liabilities
|
|
|
||||||
|
Deferred tax liabilities
|
|
|
||||||
|
Other liabilities
|
|
|
||||||
|
Accrued employee and retiree benefits
|
|
|
||||||
|
Long-term debt
|
|
|
||||||
|
Shareholders’ Equity:
|
||||||||
|
Common stock, par value $
|
|
|
||||||
|
Additional paid‑in capital
|
|
|
||||||
|
Earnings reinvested in the business
|
|
|
||||||
|
Treasury stock,
|
(
|
)
|
(
|
)
|
||||
|
Accumulated other comprehensive loss
|
(
|
)
|
(
|
)
|
||||
|
|
|
|
||||||
|
Total liabilities and shareholders’ equity
|
$
|
|
$
|
|
||||
See notes to consolidated financial statements.
|
|
Years ended December 31,
|
|||||||||||
|
(In thousands)
|
2024
|
2023
|
2022
|
|||||||||
|
Cash Flows from Operating Activities
|
||||||||||||
|
Net earnings
|
$
|
|
$
|
|
$
|
|
||||||
|
Adjustments to arrive at net cash provided by operating activities:
|
||||||||||||
|
Depreciation and amortization
|
|
|
|
|||||||||
|
Share-based compensation expense
|
|
|
|
|||||||||
|
Net (gain) loss on assets
|
(
|
)
|
|
|
||||||||
|
Net gain on divestitures and other charges
|
|
|
(
|
)
|
||||||||
|
Portfolio Optimization Plan costs
|
||||||||||||
|
Deferred income taxes
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Trade accounts receivable
|
(
|
)
|
|
(
|
)
|
|||||||
|
Inventories
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Prepaid expenses and other assets
|
(
|
)
|
|
(
|
)
|
|||||||
|
Trade accounts payable and other accrued expenses
|
|
(
|
)
|
|
||||||||
|
Accrued salaries, wages, and withholdings from employees
|
|
(
|
)
|
|
||||||||
|
Income taxes
|
(
|
)
|
(
|
)
|
|
|||||||
|
Other liabilities
|
|
|
|
|||||||||
|
Net cash provided by operating activities
|
|
|
|
|||||||||
|
|
||||||||||||
|
Cash Flows from Investing Activities
|
||||||||||||
|
Acquisition of property, plant, and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Proceeds from sale of assets
|
|
|
|
|||||||||
|
Proceeds from divestiture of businesses
|
|
|
|
|||||||||
|
Acquisition of new businesses
|
|
(
|
)
|
(
|
)
|
|||||||
|
Other investing activities
|
(
|
)
|
|
|
||||||||
|
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
|
||||||||||||
|
Cash Flows from Financing Activities
|
||||||||||||
|
Proceeds from additional borrowings
|
|
|
|
|||||||||
|
Debt payments
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Dividends paid
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Other financing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net cash (used in) provided by financing activities
|
(
|
)
|
(
|
)
|
|
|||||||
|
|
||||||||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
(
|
)
|
|
(
|
)
|
|||||||
|
|
||||||||||||
|
Net (decrease) increase in cash and cash equivalents
|
(
|
)
|
|
(
|
)
|
|||||||
|
Cash and cash equivalents at beginning of year
|
|
|
|
|||||||||
|
|
||||||||||||
|
Cash and cash equivalents at end of year
|
$
|
|
$
|
|
$
|
|
||||||
|
|
||||||||||||
|
Cash paid during the year for:
|
||||||||||||
|
Interest
|
$
|
|
$
|
|
$
|
|
||||||
|
Income taxes
|
|
|
|
|||||||||
|
Capitalized interest
|
|
|
|
|||||||||
See notes to consolidated financial statements.
|
(In thousands except
share and per share
|
Common
|
Additional
Paid-in
|
Earnings
Reinvested
in the
|
Treasury Stock
|
Accumulated
Other
Comprehensive
|
|||||||||||||||||||
|
amounts)
|
Stock
|
Capital
|
Business
|
Shares
|
Amount
|
(Loss) Income
|
||||||||||||||||||
|
Balances at December 31, 2021
|
$
|
|
$
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||||
|
Net earnings
|
|
|||||||||||||||||||||||
|
Other comprehensive loss
|
(
|
)
|
||||||||||||||||||||||
|
Cash dividends paid – $
|
(
|
)
|
||||||||||||||||||||||
|
Share-based compensation
|
|
|||||||||||||||||||||||
|
Non-vested stock issued upon vesting
|
(
|
)
|
(
|
)
|
|
|||||||||||||||||||
|
Benefit plans
|
|
(
|
)
|
|
||||||||||||||||||||
|
Other
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||
|
Balances at December 31, 2022
|
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||
|
Net earnings
|
|
|||||||||||||||||||||||
|
Other comprehensive income
|
|
|||||||||||||||||||||||
|
Cash dividends paid – $
|
(
|
)
|
||||||||||||||||||||||
|
Share-based compensation
|
|
|||||||||||||||||||||||
|
Non-vested stock issued upon vesting
|
(
|
)
|
(
|
)
|
|
|||||||||||||||||||
|
Benefit plans
|
|
(
|
)
|
|
||||||||||||||||||||
|
Other
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||
|
Balances at December 31, 2023
|
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||
|
Net earnings
|
|
|||||||||||||||||||||||
|
Other comprehensive loss
|
(
|
)
|
||||||||||||||||||||||
|
Cash dividends paid – $
|
(
|
)
|
||||||||||||||||||||||
|
Share-based compensation
|
|
|||||||||||||||||||||||
|
Non-vested stock issued upon vesting
|
(
|
)
|
(
|
)
|
|
|||||||||||||||||||
|
Benefit plans
|
|
(
|
)
|
|
||||||||||||||||||||
|
Other
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||
|
Balances at December 31, 2024
|
$
|
|
$
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||||
See notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2024, 2023, and 2022
1. Summary of Significant Accounting Policies
Nature of Operations
Sensient Technologies Corporation, together with its subsidiaries (the Company or Sensient), is a leading global manufacturer and marketer of colors,
flavors, and other specialty ingredients. The Company uses advanced technologies at facilities around the world to develop specialty food and beverage systems; personal care, essential oils, pharmaceutical, and nutraceutical systems; specialty
colors; and other specialty and fine chemicals. The Company’s three reportable segments are the Flavors & Extracts Group and the
Color Group, which are managed on a product line basis, and the Asia Pacific Group, which is managed on a geographic basis. The Company’s corporate expenses, divestiture & other related income, share-based compensation, restructuring and other
charges, including the Portfolio Optimization Plan costs, and other costs are included in the “Corporate & Other” category.
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United
States of America (GAAP). All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the consolidated financial statements requires the use of management’s estimates and assumptions that affect reported amounts of assets, liabilities,
revenue, and expenses during the reporting period and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue at the transfer of control of its products to the Company’s customers in an amount reflecting the consideration to which the Company expects
to be entitled. In order to achieve this core principle, the Company applies the following five-step approach:
| • |
Identification of the contract, or contracts, with a customer
|
| • |
Identification of the performance obligations in the contract
|
| • |
Determination of the transaction price
|
| • |
Allocation of the transaction price to the performance obligations in the contract
|
| • |
Recognition of revenue when, or as, the Company satisfies the performance obligations
|
The Company considers customer purchase orders, which in some cases are governed by master sales or supply agreements, coupled with the Company’s
purchase order acceptances, to be the contracts with the customer. For each contract, the Company considers the identified performance obligation to be the promise to transfer products. In determining the transaction price, the Company evaluates
whether the price is subject to refund or adjustment and then determines the net consideration to which the Company expects to be entitled. In addition, the Company assesses the customer’s ability to pay as part of its evaluation of the contract.
As the Company’s standard payment terms are less than one year, the Company elected the practical expedient under Accounting Standards Codification (ASC) 606-10-32-18, and determined that its contracts do not have a significant financing component.
The Company allocates the transaction price to each distinct product based on the relative standalone selling price. Revenue is recognized when control of the product is transferred to the customer, the customer is obligated to pay the Company, and
the Company has no remaining obligations, which is typically at shipment. In certain locations, primarily outside the United States, product delivery terms may vary. Thus, in such locations, the point at which control of the product transfers to
the customer and revenue recognition occurs will vary accordingly.
Customer returns of non-conforming products are estimated at the time revenue is recognized. In certain customer relationships, volume rebates exist, which are recognized
according to the terms and conditions of the contractual relationship. Customer returns, rebates, and discounts are not material to the Company’s consolidated financial statements. The Company has elected to recognize the revenue and cost for freight
and shipping when control over the products has transferred to the customer. The Company has elected to immediately expense contract costs related to obtaining a contract as the amortization period of the asset the Company otherwise would have
recognized would have been less than a year.
In addition to evaluating the Company’s performance based on the segments above, revenue is also disaggregated and analyzed by product line and geographic market (See Note
12, Segment and Geographic Information, for further information).
Cost of Products Sold
Cost of products sold includes materials, labor, and overhead expenses incurred in the manufacture of our products. Cost of products sold also includes charges for obsolete
and slow-moving inventories as well as costs for quality control, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, other costs of our internal distribution network, and costs incurred for shipping and
handling. The Company records fees billed to customers for shipping and handling as revenue.
Selling and Administrative Expenses
Selling and administrative expenses primarily include the salaries and related costs for executive, finance, accounting, human resources, information technology, research
and development, and legal personnel as well as salaries and related costs of salespersons and commissions paid to external sales agents.
Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less at the date of acquisition as cash equivalents.
Accounts Receivable
Receivables are recorded at their face amount, less an allowance for losses on doubtful accounts. The allowance for doubtful accounts is based on customer-specific analysis
and general matters such as current assessments of past due balances and economic conditions. Specific accounts are written off against the allowance for doubtful accounts when it is deemed that the receivable is no longer collectible.
Inventories
Inventories are stated at the lower of cost or net realizable value. Net realizable value is determined on the basis of estimated realizable values. Cost is determined
using the first-in, first-out (FIFO) method. Inventories include finished and in-process products totaling $426.8 million and $437.1 million at December 31, 2024 and 2023, respectively, and raw materials and supplies of $173.5 million and $161.3 million at December 31, 2024 and 2023,
respectively.
The Company recorded non-cash charges of $0.7 million and $3.1 million in Cost of Products Sold
related to the Portfolio Optimization Plan in 2024 and 2023, respectively. The non-cash charges in 2024 were primarily related to trial production runs that did not meet quality specifications and thus were disposed of, and the charges in
2023 reduced the carrying value of certain inventories, as they were determined to be excess. See Note 15, Portfolio Optimization Plan, for additional information.
Property, Plant, and Equipment
Property, plant, and equipment are recorded at cost reduced by accumulated depreciation. Depreciation is provided over the estimated useful life of the related asset using
the straight-line method for financial reporting. The estimated useful lives for buildings and leasehold improvements range from 5 to 40 years. Machinery and equipment have estimated useful lives ranging from 3 to 20 years. Interest costs on significant projects constructed or developed for the Company’s own use
are capitalized as part of the asset.
Goodwill and Other Intangible Assets
The carrying value of goodwill is evaluated for impairment on an annual basis or more frequently when an indicator of impairment occurs. The impairment assessment includes
comparing the carrying amount of net assets, including goodwill, of each reporting unit to its respective fair value as of the date of the assessment. Fair value was estimated based upon an evaluation of the reporting unit’s estimated future
discounted cash flows as well as the public trading and private transaction valuation multiples for comparable companies. The Company performed such a quantitative analysis in 2022, which indicated a substantial premium compared to the carrying value
of net assets, including goodwill, at the reporting unit level. In 2024 and 2023, the Company completed a qualitative assessment noting no indicators of impairment. The Company
did no
The cost of intangible assets with determinable useful lives is amortized on a straight-line basis to reflect the pattern of economic benefits consumed, ranging from 5 to 25 years. These assets include
technological know-how, customer relationships, patents, trademarks, trade secrets, and non-compete agreements, among others.
Impairment of Long-lived Assets
The Company reviews long-lived assets for impairment whenever events or changes in business circumstances
indicate that the carrying amount of the assets may not be fully recoverable. The Company performs undiscounted cash flow analyses to determine if potential impairment exists. If impairment is determined to exist, any related impairment loss is
calculated based on the difference between fair value and carrying value. Impairment losses were recorded as a result of the Company’s Portfolio Optimization Plan in 2023. See Note 15, Portfolio Optimization Plan, for additional information.
Leases
The Company enters into lease agreements for certain office space, warehouses, land, and equipment in the ordinary course of business. The Company
determines if an arrangement is a lease at inception and evaluates the lease classification (i.e., operating lease or financing lease) at that time. Lease arrangements with an initial term of 12 months or less are considered short-term leases and
are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease.
Operating leases are included in Other Assets, Other Accrued Expenses, and Other Liabilities on the Company’s
Consolidated Balance Sheet. Operating lease right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease
right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.
The Company uses its incremental borrowing rate on the commencement date for determining the present value of lease payments. The Company considers
the likelihood of exercising options to extend or terminate the lease when determining the lease term.
The Company has lease agreements with lease and non-lease components. The Company has elected the practical expedient of accounting for the lease and
non-lease components of each lease as a single lease component.
Derivative Financial Instruments
The Company selectively uses derivative financial instruments to reduce market risk associated with changes in foreign currency and interest rate exposures, which exist as
part of ongoing business operations. All derivative transactions are authorized and executed pursuant to the Company’s risk management policies and procedures, which strictly prohibit the use of financial instruments for speculative trading purposes.
The primary objectives of the foreign exchange risk management activities are to understand and mitigate the impact of potential foreign exchange fluctuations on the
Company’s financial results and its economic well-being. Changes in the fair value of derivatives that are designated as fair value hedges, along with the gain or loss on the hedged item, are recorded in current period earnings. These risk management
transactions may involve the use of foreign currency derivatives to protect against exposure resulting from recorded accounts receivable and payable. The Company may utilize forward exchange contracts, generally with maturities of less than 18 months, which qualify as cash flow hedges. Generally, these foreign exchange contracts are intended to offset the effect of exchange rate fluctuations
on non-functional currency denominated sales and purchases. For derivative instruments that are designated as cash flow hedges, gains and losses are deferred in Accumulated Other Comprehensive Income (OCI)
until the underlying transaction is recognized in earnings.
For hedges designated as cash flow hedges, the Company elects critical terms that match at the onset of the hedge transaction. Hedge accounting is permitted only if the
hedge meets the critical terms match requirements. The Company reviews the critical terms at each effectiveness testing date to ensure the respective terms match; therefore, achieving a highly effective hedge.
Interest Rate Hedging
The Company is exposed to interest rate risk through its corporate borrowing activities. The objective of the Company’s interest rate risk management activities is to
manage the levels of the Company’s fixed and floating interest rate exposure to be consistent with the Company’s preferred mix. The interest rate risk management program may include entering into interest rate swaps, which qualify as fair value
hedges, when there is a desire to modify the Company’s exposure to interest rates. Gains or losses on fair value hedges are recognized in earnings, net of gains and losses on the fair value of the hedged instruments.
Net Investments Hedging
The Company is exposed to risk related to its net investments in foreign subsidiaries. As part of its risk management activities, the Company may enter into
foreign-denominated debt to be used as a non-derivative instrument to hedge the Company’s net investment in foreign subsidiaries. The change in the fair value of debt designated as a net investment hedge is recorded in foreign currency translation in
OCI.
Commodity Purchases
The Company purchases certain commodities in the normal course of business that result in physical delivery of the goods and, hence, are excluded from ASC 815, Derivatives and Hedging.
Translation of Foreign Currencies
For all significant foreign operations, the functional currency is the local currency. Assets and liabilities of foreign operations are translated into U.S. dollars at
current exchange rates. Revenue and expense accounts are translated into U.S. dollars at average exchange rates prevailing during the year. Adjustments resulting from the translation of foreign accounts into U.S. dollars are recorded in foreign
currency translation in OCI. Transaction gains and losses that occur as a result of transactions denominated in non-functional currencies are included in earnings and were not significant during the years ended December 31, 2024, 2023, and 2022.
Share-Based Compensation
Share-based compensation expense is recognized over the vesting period of each award based on the fair value of the instrument at the time of grant as summarized in Note 8, Share-Based Compensation.
Income Taxes
The Company recognizes a current tax liability or asset for the estimated taxes payable or refundable on tax returns for the current year and a deferred tax liability or
asset for the estimated future tax effects attributable to temporary differences and carryforwards. The measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. Deferred tax assets are reduced, if
necessary, by the amount of any tax benefits for which the utilization of the asset is not considered likely.
Earnings Per Share
The difference between basic and diluted earnings per share (EPS) is the dilutive effect of non-vested stock. Diluted EPS assumes that non-vested stock has vested.
The following table sets forth the computation of basic and diluted EPS for the years ended December 31:
|
|
Years Ended December 31,
|
|||||||||||
|
(In thousands except per share amounts)
|
2024
|
2023
|
2022
|
|||||||||
|
Numerator:
|
||||||||||||
|
Net earnings
|
$
|
|
$
|
|
$
|
|
||||||
|
Denominator:
|
||||||||||||
|
Denominator for basic EPS - weighted average common shares
|
|
|
|
|||||||||
|
Effect of dilutive securities
|
|
|
|
|||||||||
|
Denominator for diluted EPS - diluted weighted average shares outstanding
|
|
|
|
|||||||||
|
|
||||||||||||
|
Earnings per Common Share:
|
||||||||||||
|
Basic
|
$
|
|
$
|
|
$
|
|
||||||
|
Diluted
|
$
|
|
$
|
|
$
|
|
||||||
The Company has a share-based compensation plan under which employees may be granted share-based awards in which non-forfeitable dividends are paid on non-vested shares for
certain awards. As such, these shares are considered participating securities under the two-class method of calculating EPS as described in ASC 260, Earnings per
Share. The two-class method of calculating EPS did not have a material impact on the Company’s EPS calculations as of December 31, 2024, 2023, and 2022.
All EPS amounts are presented on a diluted basis unless otherwise noted.
Accumulated Other Comprehensive Income (Loss)
Accumulated OCI is composed primarily of foreign currency translation, pension liability, and unrealized gains or losses on cash flow hedges. See Note 10, Accumulated Other Comprehensive Income, for additional information.
Research and Development
Research and development costs are recorded in Selling and Administrative Expenses in the year they are incurred. Research and development costs were $49.1 million, $48.1 million, and $42.2 million, during the years ended December 31, 2024, 2023, and 2022, respectively.
Advertising
Advertising costs are recorded in Selling and Administrative Expenses as they are incurred. Advertising costs were $2.6 million, $2.5 million, and $1.9 million, during the years ended December 31, 2024, 2023,
and 2022, respectively.
Environmental Liabilities
The Company records liabilities related to environmental remediation obligations when estimated future expenditures are probable and reasonably estimable. Such accruals are
adjusted as further information becomes available or as circumstances change. Estimated future expenditures are discounted to their present value when the timing and amount of future cash flows are fixed and readily determinable. Recoveries of
remediation costs from other parties, if any, are recognized as assets when their receipt is realizable.
Subsequent Events
The Company performed an evaluation of subsequent events through the date these financial statements were issued. See Note 17, Subsequent Event, for additional information.
Recently Adopted Accounting Pronouncements
In
November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which
requires the Company to disclose segment expenses that are significant and regularly provided to the Company’s chief operating decision maker (CODM). In addition, this ASU requires the Company to disclose the title and position of its CODM and how the CODM uses segment profit or loss information in
assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this
standard in the fourth quarter of 2024 using a retrospective transition method,
and the adoption did not have a material impact on the Company’s
consolidated financial statements.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require 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 will also require 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 will adopt this ASU in the fourth quarter of 2025 using a prospective transition method. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements and its related disclosures.
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.
Other recently issued accounting pronouncements are not
expected to have a material impact on the Company’s consolidated financial statements.
2. Acquisitions
On October 3, 2022, the Company acquired Endemix Doğal Maddeler A.Ş. and Teknoloji Yatırımları ve Danışmanlık Sanayi ve Ticaret A.Ş. (collectively, Endemix), a natural colors business located in Turkey. The
Company paid $23.3 million in cash for this acquisition, which is net of $1.3 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 $9.0 million and identified intangible assets, principally technological know-how and customer relationships, of $4.9 million. The remaining $9.4 million
was allocated to goodwill. This business is part of the Color segment.
3. Trade Accounts Receivable
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 for the years ended December 31, 2024 and 2023:
|
(In thousands)
|
Allowance for
Doubtful Accounts
|
|||
|
Balance at December 31, 2022
|
$
|
|
||
|
Provision for expected credit losses
|
|
|||
|
Accounts written off
|
(
|
)
|
||
|
Translation and other activity
|
|
|||
|
Balance at December 31, 2023
|
$
|
|
||
| Provision for expected credit losses |
||||
| Accounts written off |
( |
) | ||
| Translation and other activity |
( |
) | ||
| Balance at December 31, 2024 | $ | |||
4. Goodwill and Intangible Assets
At December 31, 2024 and 2023, goodwill is
the only intangible asset that is not subject to amortization. The following table summarizes intangible assets with determinable useful lives by major category as of December 31, 2024 and 2023:
|
|
2024
|
2023
|
||||||||||||||||||
|
(In thousands except weighted average amortization years)
|
Weighted
Average
Amortization
Years
|
Cost
|
Accumulated
Amortization
|
Cost
|
Accumulated
Amortization
|
|||||||||||||||
|
|
||||||||||||||||||||
|
Technological know-how
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
|||||||||
|
Customer relationships
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
|
Patents, trademarks, non-compete agreements, and other
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
|
Total finite-lived intangibles
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
|||||||||
Amortization of intangible assets was $1.7 million in 2024, $2.3 million in
2023, and $2.0 million in 2022. Estimated amortization expense, for the five years subsequent to December 31, 2024, is $1.7 million in 2025; $1.5 million in
2026; $1.1 million in 2027; $1.0
million in 2028; and $1.0 million in 2029.
The changes in goodwill for the years ended December 31, 2024 and 2023, by
reportable business segment, were as follows:
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Consolidated
|
||||||||||||
|
Balance as of December 31,
2022
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Currency translation impact
|
|
|
(
|
)
|
|
|||||||||||
|
Balance as of December 31,
2023
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Currency translation impact
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Balance as of December 31,
2024
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
5. Leases
The Company leases certain office space, warehouses, land, and equipment under operating lease arrangements. Some of the Company’s leases include options to extend the
leases for up to an additional five years . Some of the Company’s lease agreements also include rental payments that are adjusted
periodically for inflation (i.e., CPI index).
The Company recorded operating lease expense, which includes short-term lease expense and variable lease
costs, of $13.4 million, $11.9
million, and $11.3 million during the years ended December 31, 2024, 2023, and 2022, respectively.
For the years ended December 31,
2024, 2023, and 2022, the Company paid $11.5 million, $10.3 million, and $9.3 million,
respectively, in cash for operating leases, not including short-term lease expense or variable lease costs. The Company entered into operating leases that resulted in $9.0 17.2 million, for the year
ended December 31, 2022, of right-of-use assets in exchange for operating lease obligations.
The Company included $36.4 million and $36.3 million of right-of-use assets in on the Company’s Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively. The Company included $28.7 million and $28.0 million of
operating lease liabilities in on the Company’s Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively. The Company included $7.7 million and $8.6 million of operating lease liabilities in on the Company’s Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively.
The Company’s weighted average remaining
operating lease term was 6.9 years as of December 31, 2024. The Company’s weighted average discount rate for operating leases was 4.20 % as of December 31, 2024.
As of December 31, 2024, maturities of operating lease liabilities for future annual periods are as follows:
|
(In thousands)
|
||||
|
Year ending December 31,
|
||||
|
2025
|
$
|
|
||
|
2026
|
|
|||
|
2027
|
|
|||
|
2028
|
|
|||
|
2029
|
|
|||
|
Thereafter
|
|
|||
|
Total lease payments
|
|
|||
|
Less imputed interest
|
(
|
)
|
||
|
Present value of lease liabilities
|
$
|
|
||
6. Debt
Long-term Debt
Long-term debt consisted of the following unsecured obligations at December 31:
|
(In thousands)
|
2024
|
2023
|
||||||
|
|
$
|
|
$
|
|
||||
|
|
|
|
||||||
|
|
|
|
||||||
|
|
|
|
||||||
|
|
|
|
||||||
|
Euro-denominated term loan
|
|
|
||||||
|
Revolving Credit Facilities
|
|
|
||||||
|
Various other notes
|
|
|
||||||
|
Total debt
|
|
|
||||||
|
Less debt fees
|
(
|
)
|
(
|
)
|
||||
|
Less current portion
|
(
|
)
|
(
|
)
|
||||
|
Total long-term debt
|
$
|
|
$
|
|
||||
In May 2023, the Company entered into an agreement to issue $75 million and €40 million in five-year , fixed-rate, senior notes at coupon rates of 4.94 % and 4.15 %, respectively. The notes
were issued in May 2023, and the proceeds were used to repay a portion of existing indebtedness under the Company’s Credit Agreement. The notes will mature in .
In November 2023, the
Company entered into a fixed rate, senior note purchase agreement with the purchasers named therein pursuant to which the Company issued $105
million of U.S. dollar-denominated senior notes and €40 million of Euro-denominated senior notes. The three U.S.
dollar-denominated notes were issued for $35 6.08 %,
6.14 %, and 6.34 %,
respectively. The Euro-denominated note was issued for €40 million, maturing in and bearing an interest rate of 4.62 %. The
proceeds were used to refinance the $75 million 3.66 % senior notes due in and the €38.2 million 3.06 % senior notes due in , and to repay a portion of the Company’s revolving credit borrowings, including the borrowings previously used to repay the existing
balance due on the Company’s 25 million Great British Pound 2.53 % senior notes due in .
In August 2024, the Company amended its accounts receivable securitization program with Wells Fargo Bank N.A. (Wells Fargo) to extend the termination date from to . Under
the amended program, Wells Fargo has extended a secured loan (Secured Loan) of up to $85 million to the Company secured by Wells
Fargo’s undivided interests in certain of the Company’s trade accounts receivables. The interest rate on the Secured Loan is the Daily One Month Term SOFR as administered by CME Group Benchmark Administration Limited plus a 10 basis point Term SOFR
Adjustment plus an Applicable Margin of 75 basis points. The Company has the intent and ability either to refinance the Secured Loan
with available funds from the Company’s existing long-term revolving credit facility or to extend its accounts receivable program with Wells Fargo when it matures. Accordingly,
the Secured Loan has been classified as long-term debt on the Company’s Consolidated Balance Sheet and is included with the Revolving Credit Facilities above. As of December 31, 2024, the amount was fully drawn.
In October 2024, the Company amended its €75 million
unsecured term loan agreement (Term Loan) with PNC Bank, N.A (PNC Bank) to extend the termination date from to . The term loan acts as a
partial hedge of the Company’s net asset position in Euros. See Note 7, Derivative Instruments and Hedging
Activity, for additional information. Borrowings on the Term Loan bear interest at a variable rate, based upon the Eurocurrency Rate and including a margin
percentage dependent upon the Company’s leverage ratio, as described below. The average interest rate on the Term Loan
was 4.96 % for the year ended December 31, 2024.
The borrowings under the revolving
credit facility, excluding borrowings on the accounts receivable securitization program, had an average interest rate of
5.46 % and 5.74 %
for the years ended December 31, 2024 and 2023, respectively.
The aggregate amounts of contractual maturities on long-term debt subsequent to December 31, 2024, are as follows:
|
(In thousands)
|
||||
|
Year ending December 31,
|
||||
|
2025
|
$ |
|
||
|
2026
|
|
|||
|
2027
|
|
|||
|
2028
|
|
|||
| 2029 |
||||
|
Total long-term debt maturities
|
$
|
|
||
The Company had $256.5 million available under the revolving
credit facility and $25.5 million available under other lines of credit from several banks at December 31, 2024.
Substantially all of the senior financing obligations contain restrictions concerning interest coverage, borrowings, and investments. The most restrictive loan covenants
require a Leverage Ratio less than 3.5 and an Interest Coverage Ratio greater than 3.0 , in each case, as defined in the Company’s Credit Agreement. The Company is in compliance with all of these restrictions at December 31, 2024.
The Company had stand-by and trade letters of credit outstanding of $3.4
million and $6.2 million as of December 31, 2024 and 2023, respectively.
Short-term Borrowings
The Company’s short-term borrowings consisted of the following items at December 31:
|
(In thousands)
|
2024
|
2023
|
||||||
|
U.S. credit facilities
|
$
|
|
$
|
|
||||
|
Current maturities of long-term debt
|
|
|
||||||
| Loans of foreign subsidiaries |
|
|||||||
|
Total
|
$
|
|
$
|
|
||||
The weighted average interest rates on short-term borrowings were 5.67 %
and 6.58 % at December 31, 2024 and 2023, respectively.
7. Derivative Instruments and Hedging Activity
The Company may use
derivative instruments for the purpose of hedging currency, commodity, and interest rate exposures, which exist as part of ongoing business operations. As a policy, the Company does not engage in speculative or leveraged transactions nor does the
Company hold or issue financial instruments for trading purposes. Hedge effectiveness is determined by how closely the changes in the fair value of the hedging instrument offset the changes in the fair value or cash flows of the hedged transaction.
Hedge accounting, which generally results in the deferral of derivative gains and losses until such time as the underlying transaction is recognized in net earnings, is permitted only if the hedging relationship is expected to be highly effective at
the inception of the transaction and on an ongoing basis.
The Company manages its exposure to foreign
exchange risk by the use of forward exchange contracts to reduce the effect of fluctuating foreign currencies on non-functional currency sales, purchases, and other known foreign currency exposures. These forward exchange contracts generally have
maturities of less than 18 months. The Company also uses certain debt denominated in foreign currencies to manage the net asset positions
of the Company’s foreign subsidiaries. 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 $70.3 million and $58.4 million of forward exchange contracts, designated as cash flow hedges, outstanding as of December 31, 2024 and 2023, respectively. For the year ended December 31, 2024, the
amounts reclassified into net earnings in the Company’s Consolidated Statements of Earnings that offset the earnings impact of the related non-functional asset or liability hedged in the same period were no t material. For the years ended December 31, 2023 and 2022, gains of $2.2
million and $1.0 million, respectively, were reclassified into net earnings in the Company’s Consolidated Statement of Earnings that offset
the earnings impact of the related non-functional asset or liability hedged in the same period. In addition, the Company utilizes forward exchange contracts that are not designated as cash flow hedges and the results of these transactions are not
material to the financial statements.
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 December 31, 2024 and 2023, the total
value of the Company’s net investment hedges was $295.3 million and $313.3
million, respectively. These net investment hedges include Euro and British Pound denominated long-term debt. Changes in the fair value of this debt attributable to changes in the spot foreign exchange rate are recorded in foreign currency
translation in OCI. The impact of foreign exchange rates on these debt instruments decreased debt by $18.0 million and increased debt by $11.4 million for the years ended December 31, 2024 and 2023, respectively, and are recorded as foreign currency translation in OCI.
Concentrations of Credit Risk
Counterparties to forward
exchange contracts consist of large international financial institutions. While these counterparties may expose the Company to potential losses due to the credit risk of non-performance, losses are not anticipated. Concentrations of credit risk with
respect to trade accounts receivable are limited by the large number of customers, generally short payment terms, and their dispersion across geographic areas.
8. Share-Based Compensation
Prior to 2022, the Company maintained separate stock plans for non-employee directors, the 2012
Non-Employee Directors Stock Plan, and employees, the 2017 Stock Plan, under which directors and employees may be granted non-vested stock that vests over a specific time-period. In April 2017, the shareholders of the Company approved the 2017
Stock Plan authorizing 1.8 million shares for issuance as non-vested stock in the form of restricted stock, restricted stock units,
performance stock units, non-qualified stock options, incentive stock options, and stock appreciation rights. In April 2022, the shareholders of the Company approved an Amended and Restated 2017 Stock Plan. The Amended and Restated 2017 Stock Plan
incorporates substantially all of the key terms of the Company’s 2012 Non-Employee Directors Stock Plan into the Company’s existing 2017 Stock Plan, creating one omnibus plan covering the Company’s non-employee directors, officers, and key
employees. The total number of shares of common stock reserved for issuance under the Amended and Restated 2017 Stock Plan increased by 350
thousand shares (from 1.8 million to 2.15
million in aggregate), plus any cancellations of shares issued under the Amended and Restated 2017 Stock Plan. As of December 31, 2024, there were 0.9
million shares available to issue as non-vested stock under the Company’s Amended and Restated 2017 Stock Plan. The Company may also issue up to 0.2 million shares of stock pursuant to its 1999 Amended and Restated Directors Deferred Compensation Plan.
The Company recognizes expense for shares of non-vested stock over a three-year
vesting period with a pro-rata vesting upon retirement. During the period of restriction, the holder of non-vested stock has voting rights and is entitled to receive
all dividends and other distributions paid with respect to the stock. The holders of the performance stock units are not entitled to vote or receive dividends and other distributions
paid with respect to the stock, until the units have vested and shares of stock issued.
Grants issued to elected officers consist of 60 % performance
stock unit awards and 40 % non-vested restricted stock awards. The performance stock unit awards are based on a three-year performance period and a three-year
vesting period with a pro-rata vesting upon retirement. Starting with the December 2024 grant, grants issued to certain business unit leaders also consist of 60 % performance stock unit awards and 40 % non-vested restricted stock awards, in
each case as described above. Three-year performance that exceeds the stated performance metrics would result in an award up to 150 % of the original grant for business unit leaders and up to 200 % for elected officers.
The Company expenses awards for non-vested stock, including time-vesting stock and performance stock units, based on the fair value of the Company’s common stock at the
date of the grant.
The December 2019 and December 2020 performance stock unit awards, which were based on the three-year 200 % and 124 %, respectively, of the original grant upon vesting
in February 2023 and February 2024, respectively.
The following table summarizes the non-vested stock and performance stock unit activity:
|
(In thousands except fair value)
|
Shares
|
Grant Date
Weighted Average
Fair Value
|
Aggregate Intrinsic
Value
|
|||||||||
|
Outstanding at December 31,
2021
|
|
$
|
|
$
|
|
|||||||
|
Granted
|
|
|
||||||||||
|
Vested
|
(
|
)
|
|
|||||||||
|
Cancelled
|
(
|
)
|
|
|||||||||
|
Outstanding at December 31,
2022
|
|
|
|
|
||||||||
|
Granted
|
|
|
||||||||||
|
Vested, net
|
(
|
)
|
|
|||||||||
|
Cancelled
|
(
|
)
|
|
|||||||||
|
Outstanding at December 31,
2023
|
|
|
|
|
|
|||||||
|
Granted
|
|
|
||||||||||
|
Vested, net
|
(
|
)
|
|
|||||||||
|
Cancelled
|
(
|
)
|
|
|||||||||
|
Outstanding at December 31,
2024
|
|
$
|
|
$
|
|
|||||||
The total intrinsic values of shares vested during 2024, 2023, and 2022, was $10.1
million, $20.3 million, and $5.1
million, respectively.
As of December 31, 2024, total remaining unearned compensation, net of expected forfeitures, related to non-vested stock and performance stock units was $22.1 million, which will be amortized over the weighted average remaining service period of 2.3 years.
Total pre-tax share-based compensation expense recognized in the Consolidated Statements of Earnings
was $10.1 million, $8.9
million, and $16.1 million in 2024, 2023, and 2022, respectively. The
Company also recognized tax related benefits of $1.0 million, $1.1 million, and $1.2 million in 2024, 2023, and 2022,
respectively.
9. Retirement Plans
The Company provides benefits under defined contribution plans including a savings plan and an employee stock ownership plan (ESOP). The savings plan covers substantially
all domestic salaried and certain non-union hourly employees and provides for matching contributions up to 4 % of each employee’s salary.
The ESOP covers substantially all domestic employees and provides for contributions based on a percentage of each employee’s compensation as determined by the Company’s Board of Directors. Total expense for the Company’s defined contribution plans
was $8.0 million in 2024, $8.2
million in 2023, and $7.8 million in 2022.
Although the Company intends for these defined contribution plans to be the primary retirement benefit for most employees, the Company also has several defined benefit
plans. The funded status of the defined benefit plans was as follows at December 31:
|
(In thousands)
|
2024
|
2023
|
||||||
|
Benefit obligation at beginning of year
|
$
|
|
$
|
|
||||
|
Service cost
|
|
|
||||||
|
Interest cost
|
|
|
||||||
|
Foreign currency exchange rate changes
|
(
|
)
|
|
|||||
|
Benefits paid
|
(
|
)
|
(
|
)
|
||||
|
Actuarial (gain) loss
|
(
|
)
|
|
|||||
|
Benefit obligation at end of year
|
|
|
||||||
|
Plan assets at beginning of year
|
|
|
||||||
|
Company contributions
|
|
|
||||||
|
Foreign currency exchange rate changes
|
(
|
)
|
|
|||||
|
Benefits paid
|
(
|
)
|
(
|
)
|
||||
|
Actual (loss) gain on plan assets
|
(
|
)
|
|
|||||
|
Plan assets at end of year
|
|
|
||||||
|
Funded status
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Accumulated benefit obligation
|
$
|
|
$
|
|
||||
Amounts recognized in the Consolidated Balance Sheets at December 31:
|
(In thousands)
|
2024
|
2023
|
||||||
|
Accrued employee and retiree benefits
|
$ | ( |
) |
$
|
(
|
)
|
||
|
Other accrued expenses
|
(
|
)
|
(
|
)
|
||||
|
Other assets
|
|
|
||||||
|
Net liability
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Components of annual benefit
cost:
|
(In thousands)
|
2024
|
2023
|
2022
|
|||||||||
|
Service cost
|
$
|
|
$
|
|
$
|
|
||||||
|
Interest cost
|
|
|
|
|||||||||
|
Expected return on plan assets
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Recognized actuarial (gain) loss
|
(
|
)
|
(
|
)
|
|
|||||||
|
Settlement income
|
(
|
)
|
|
|
||||||||
|
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.
Weighted average liability assumptions as of December 31:
|
|
2024
|
2023
|
||||||
|
Discount rate
|
|
%
|
|
%
|
||||
|
Expected return on plan assets
|
|
%
|
|
%
|
||||
|
Rate of compensation increase
|
|
%
|
|
%
|
||||
Weighted average cost assumptions for the year ended December 31:
|
|
2024
|
2023
|
2022
|
|||||||||
|
Discount rate
|
|
%
|
|
%
|
|
%
|
||||||
|
Expected return on plan assets
|
|
%
|
|
%
|
|
%
|
||||||
|
Rate of compensation increase
|
|
%
|
|
%
|
|
%
|
||||||
The aggregate amounts of benefits expected to be paid from defined benefit plans in each of the next five years subsequent to December 31, 2024, which include employees’
expected future service, are as follows: 2025, $2.2 million; 2026, $6.4 million; 2027, $2.2 million; 2028, $2.2 million; 2029, $2.5 million; and $25.7 million in total for the years 2030 through 2034.
The Company expects to contribute $0.8 million to defined
benefit plans in 2025.
Amounts in accumulated other comprehensive loss at December 31 were as follows:
|
(In thousands)
|
2024
|
2023
|
||||||
|
Unrecognized net actuarial loss
|
$
|
|
$
|
|
||||
|
Prior service cost
|
|
|
||||||
|
Total before tax effects
|
$
|
|
$
|
|
||||
The pension adjustments, net of tax, recognized in OCI, were as follows:
|
(In thousands)
|
2024
|
2023
|
2022
|
|||||||||
|
Net actuarial gain (loss) arising during the period
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
|
Amortization of actuarial (gain) loss, included in defined benefit expense
|
(
|
)
|
(
|
)
|
|
|||||||
|
Pension adjustment, net of tax
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
The investment objectives and target allocations for the Company’s pension plans related to the assets of the plans are reviewed on a regular basis. The investment
objectives for the pension assets are to maximize the return on assets while maintaining an overall level of risk appropriate for a retirement fund and ensuring the availability of funds for the payment of retirement benefits. The levels of risk
assumed by the pension plans are determined by market conditions, the rate of return expectations, and the liquidity requirements of each pension plan. The actual asset allocations of each pension plan are reviewed on a regular basis to ensure that
they are in line with the target allocations.
The following table presents the Company’s pension plan assets by asset category as of December 31, 2024 and 2023:
|
|
Fair Value
as of
December 31,
|
Fair Value Measurements at
December 31, 2024
Using Fair Value Hierarchy
|
Fair Value
as of
December 31,
|
Fair Value Measurements at
December 31, 2023
Using Fair Value Hierarchy
|
||||||||||||||||||||||||||||
|
(In thousands)
|
2024
|
Level 1
|
Level 2
|
Level 3
|
2023
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||||||||||||||
|
Equity Funds
|
||||||||||||||||||||||||||||||||
|
Domestic
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
|
International
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
International Fixed Income Funds
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Other investments
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total assets at fair value
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||
The Company is required to categorize pension plan assets based on the following fair value hierarchy:
| Level 1: |
Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
| Level 2: |
Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with observable market data.
|
| Level 3: |
Unobservable inputs that reflect the reporting entity’s own assumptions.
|
10. Accumulated Other Comprehensive Income
The following table summarizes the changes
in OCI for 2024, 2023, and 2022:
|
(In thousands)
|
Cash Flow
Hedges (1)
|
Pension
Items (1)
|
Foreign Currency
Items
|
Total
|
||||||||||||
|
Balance as of December 31,
2021
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
Other comprehensive income (loss) before reclassifications
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
|
Amounts reclassified from OCI
|
(
|
)
|
|
|
(
|
)
|
||||||||||
|
Balance as of December 31,
2022
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Other comprehensive income before reclassifications
|
|
|
|
|
||||||||||||
|
Amounts reclassified from OCI
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Balance as of December 31,
2023
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
Other comprehensive (loss) income before reclassifications
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||
|
Amounts reclassified from OCI
|
|
(
|
)
|
|
(
|
)
|
||||||||||
|
Balance as of December 31,
2024
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
| (1) |
|
11. Income Taxes
Earnings before income taxes were as follows:
|
(In thousands)
|
2024
|
2023
|
2022
|
|||||||||
|
United States
|
$
|
|
$
|
|
$
|
|
||||||
|
Foreign
|
|
|
|
|||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
||||||
The provision for income taxes was as follows:
|
(In thousands)
|
2024
|
2023
|
2022
|
|||||||||
|
Current income tax expense:
|
||||||||||||
|
Federal
|
$
|
|
$
|
|
$
|
|
||||||
|
State
|
|
|
|
|||||||||
|
Foreign
|
|
|
|
|||||||||
|
|
|
|
|
|||||||||
|
Deferred benefit:
|
||||||||||||
|
Federal
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
State
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Foreign
|
(
|
)
|
|
(
|
)
|
|||||||
|
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Income taxes
|
$
|
|
$
|
|
$
|
|
||||||
The reconciliation between the U.S. Federal tax rate and the actual effective tax rate was as
follows:
|
|
2024
|
2023
|
2022
|
|||||||||
|
Taxes at statutory rate
|
|
%
|
|
%
|
|
%
|
||||||
|
State income taxes, net of federal income tax benefit
|
|
|
|
|||||||||
|
Tax credits
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Taxes on foreign earnings
|
|
|
|
|||||||||
|
Global Intangible Low-Taxed Income
|
|
|
|
|||||||||
|
Foreign Derived Intangible Income
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Resolution of prior years’ tax matters
|
|
|
(
|
)
|
||||||||
|
Valuation allowance adjustments
|
(
|
)
|
|
(
|
)
|
|||||||
| Nondeductible compensation |
||||||||||||
|
Other, net
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Effective tax rate
|
|
%
|
|
%
|
|
%
|
||||||
Taxes on foreign earnings include the difference between the tax rates applied to foreign earnings relative
to the U.S. statutory tax rate, accruals for foreign unrecognized tax benefits, and the impact of the U.S. foreign tax credit, not including the impact from Global Intangible Low-Taxed Income (GILTI). The impact on the Company’s effective tax
rate varies from year to year based on the finalization of prior year foreign and domestic tax items, audit settlements, and mix of foreign earnings. The effective tax rates in 2024, 2023, and 2022 were all impacted by the release of valuation allowances related to net
operating losses. The effective tax rates in 2023 and 2022 were also impacted by the release of valuation allowances related to the foreign tax credit carryover. The effective tax rates in 2024 and 2023 were further impacted by the limited tax
deductibility of costs related to the Portfolio Optimization Plan, and the effective tax rate in 2022 was further impacted by tax costs related to the divestitures. See Note 14, Divestitures, and Note 15, Portfolio Optimization Plan.
The Company’s valuation allowance at December 31, 2024 and 2023 was $29.7 million and $34.1 million, respectively. In 2024, the valuation allowance related to foreign NOLs was reduced, and the valuation allowance related to state NOLs was
increased. In 2023, the valuation allowance related to foreign tax credits was reduced, and the valuation allowance related to state and foreign NOLs was increased.
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities consisted of the following:
|
(In thousands)
|
2024
|
2023
|
||||||
|
Deferred tax assets:
|
||||||||
|
Benefit plans
|
$
|
|
$
|
|
||||
|
Liabilities and reserves
|
|
|
||||||
|
Operating loss and credit carryovers
|
|
|
||||||
|
Capitalized research and development costs
|
||||||||
|
Other
|
|
|
||||||
|
Gross deferred tax assets
|
|
|
||||||
|
Valuation allowance
|
(
|
)
|
(
|
)
|
||||
|
Deferred tax assets
|
|
|
||||||
|
Deferred tax liabilities:
|
||||||||
|
Property, plant, and equipment
|
(
|
)
|
(
|
)
|
||||
|
Goodwill
|
(
|
)
|
(
|
)
|
||||
|
Deferred tax liabilities
|
(
|
)
|
(
|
)
|
||||
|
Net deferred tax assets
|
$
|
|
$
|
|
||||
At December 31, 2024, foreign tax credit carryovers were $31.3 million, all of which expire before 2039. At December 31, 2024, foreign operating loss carryovers were $79.4
million. Included in the foreign operating loss carryovers are losses of $15.2 million that expire through 2039 and $64.2 million that expire after 2039 or do not have an expiration date. At December 31, 2024, state operating loss carryovers were $112.5
The Company is electing to recognize GILTI as a period expense in the period the tax is incurred.
The Organisation for Economic Co-operation and Development has issued Pillar Two model rules imposing a global minimum corporate tax rate of 15 %. Many countries have implemented laws based on these model rules, with effective dates beginning in fiscal year 2024. The current rules do not materially increase our
global tax costs as we do not have material operations in jurisdictions with tax rates lower than the Pillar Two minimum. We will continue to monitor U.S. and global legislative action related to Pillar Two for potential impacts.
Federal and state income taxes are provided on international subsidiary income distributed to or taxable in the U.S. during the year. At December 31, 2024, no additional
income or withholding taxes have been provided for the $815.3 million of undistributed earnings or any additional outside basis
differences inherent in these entities, as these amounts are considered to be invested indefinitely. If the undistributed earnings were repatriated, the Company estimates it
would have a withholding tax liability of $41.8 million. The determination of the tax liability for any outside basis differences is not
practicable.
A reconciliation of the change in the liability for unrecognized tax benefits for 2024 and 2023 is as follows:
|
(In thousands)
|
2024
|
2023
|
||||||
|
Balance at beginning of year
|
$
|
|
$
|
|
||||
|
Increases for tax positions taken in the current year
|
|
|
||||||
| Increases for tax positions taken in prior years | ||||||||
|
Decreases related to settlements with tax authorities
|
|
(
|
)
|
|||||
|
Decreases as a result of lapse of the applicable statutes of limitations
|
(
|
)
|
(
|
)
|
||||
|
Foreign currency exchange rate changes
|
(
|
)
|
|
|||||
|
Balance at the end of year
|
$
|
|
$
|
|
||||
The amount of the unrecognized tax
benefits that would affect the effective tax rate, if recognized, was approximately $4.7 million. The Company recognizes interest and
penalties related to the unrecognized tax benefits in income tax expense. $0.5 million and $0.4 million of accrued interest and penalties were reported as an income tax liability as of December 31, 2024 and 2023, respectively. The liability for unrecognized tax
benefits relates to multiple jurisdictions and is reported in Other Liabilities on the Company’s Consolidated Balance Sheet at December 31, 2024.
The Company believes that it is reasonably possible that the total amount of liability for unrecognized tax benefits as of December 31, 2024, will decrease by
approximately $1.4 million during 2025, of which $0.8 million is estimated to impact the effective tax rate. The potential decrease relates to various tax matters for which the statute of limitations may expire or will be otherwise settled in 2025. The amount that
is ultimately recognized in the financial statements will be dependent upon various factors including potential increases or decreases in unrecognized tax benefits as a result of examinations, settlements, and other unanticipated items that may
occur during the year. With limited exceptions, the Company is no longer subject to federal, state, and local, or non-U.S. income tax examinations by tax authorities for years before 2020.
12. Segment and Geographic Information
The accounting policies of the segments are the same as those described in the summary of significant
accounting policies. The Company evaluates performance based on operating income before divestiture & other related income, share-based compensation, restructuring and other charges, including the 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.
Segment Information
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 on operating income of the respective business units before divestiture & other related income, share-based compensation, and restructuring and other charges, including the Portfolio Optimization Plan
costs, which are reported in Corporate & Other.
The Company’s three reportable segments are 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 characteristic 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, divestiture & other related income, share-based compensation, restructuring and other charges, including the Portfolio Optimization Plan costs, and certain other costs are included in the “Corporate & Other” category.
Divestiture & other related income and restructuring and other costs, including the Portfolio Optimization Plan costs, for the years ended December 31, 2024, 2023, and 2022, are further described in Note 14, Divestitures, and Note 15, Portfolio Optimization Plan, and are included in the operating income (loss) results in Corporate & Other below. In addition, the Company’s corporate expenses and share-based compensation are included in
Corporate & Other.
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Corporate
& Other
|
Total
|
|||||||||||||||
|
2024:
|
||||||||||||||||||||
| Total segment revenue |
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Intersegment revenue
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||
|
Consolidated revenue from external customers
|
|
|
|
|
|
|||||||||||||||
|
Cost of products sold
|
||||||||||||||||||||
| Selling and administrative expense |
||||||||||||||||||||
|
Segment operating income (loss)
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Interest expense
|
|
|||||||||||||||||||
|
Earnings before income taxes
|
$
|
|
||||||||||||||||||
|
|
||||||||||||||||||||
|
Assets
|
|
|
|
|
|
|||||||||||||||
|
Capital expenditures
|
|
|
|
|
|
|||||||||||||||
|
Depreciation and amortization
|
|
|
|
|
|
|||||||||||||||
|
|
||||||||||||||||||||
|
2023:
|
||||||||||||||||||||
|
Total segment revenue
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Intersegment revenue
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||
|
Consolidated revenue from external customers
|
|
|
|
|
|
|||||||||||||||
|
Cost of products sold
|
||||||||||||||||||||
| Selling and administrative expense |
||||||||||||||||||||
|
Segment operating income (loss)
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Interest expense
|
|
|||||||||||||||||||
|
Earnings before income taxes
|
$
|
|
||||||||||||||||||
|
|
||||||||||||||||||||
|
Assets
|
|
|
|
|
|
|||||||||||||||
|
Capital expenditures
|
|
|
|
|
|
|||||||||||||||
|
Depreciation and amortization
|
|
|
|
|
|
|||||||||||||||
|
|
||||||||||||||||||||
|
2022:
|
||||||||||||||||||||
|
Total segment revenue
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Intersegment revenue
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||
|
Consolidated revenue from external customers
|
|
|
|
|
|
|||||||||||||||
|
Cost of products sold
|
||||||||||||||||||||
| Selling and administrative expenses |
||||||||||||||||||||
|
Segment operating income (loss)
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Interest expense
|
|
|||||||||||||||||||
|
Earnings before income taxes
|
$
|
|
||||||||||||||||||
|
|
||||||||||||||||||||
|
Assets
|
|
|
|
|
|
|||||||||||||||
|
Capital expenditures
|
|
|
|
|
|
|||||||||||||||
|
Depreciation and amortization
|
|
|
|
|
|
|||||||||||||||
Geographic Information
The Company has manufacturing facilities or sales offices in North America, Europe, Asia, Australia, South America, and Africa.
The Company’s annual revenue summarized by geographic location is as follows:
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Corporate
& Other
|
Consolidated
|
|||||||||||||||
|
2024:
|
||||||||||||||||||||
|
Revenue from external customers:
|
||||||||||||||||||||
|
North America
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Europe
|
|
|
|
|
|
|||||||||||||||
|
Asia Pacific
|
|
|
|
|
|
|||||||||||||||
|
Other
|
|
|
|
|
|
|||||||||||||||
|
Total revenue from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Long-lived assets:
|
||||||||||||||||||||
|
North America
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Europe
|
|
|
|
|
|
|||||||||||||||
|
Asia Pacific
|
|
|
|
|
|
|||||||||||||||
|
Other
|
|
|
|
|
|
|||||||||||||||
|
Total long-lived assets
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
|
||||||||||||||||||||
|
2023:
|
||||||||||||||||||||
|
Revenue from external customers:
|
||||||||||||||||||||
|
North America
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Europe
|
|
|
|
|
|
|||||||||||||||
|
Asia Pacific
|
|
|
|
|
|
|||||||||||||||
|
Other
|
|
|
|
|
|
|||||||||||||||
|
Total revenue from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Long-lived assets:
|
||||||||||||||||||||
|
North America
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Europe
|
|
|
|
|
|
|||||||||||||||
|
Asia Pacific
|
|
|
|
|
|
|||||||||||||||
|
Other
|
|
|
|
|
|
|||||||||||||||
|
Total long-lived assets
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
|
||||||||||||||||||||
|
2022:
|
||||||||||||||||||||
|
Revenue from external customers:
|
||||||||||||||||||||
|
North America
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Europe
|
|
|
|
|
|
|||||||||||||||
|
Asia Pacific
|
|
|
|
|
|
|||||||||||||||
|
Other
|
|
|
|
|
|
|||||||||||||||
|
Total revenue from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Long-lived assets:
|
||||||||||||||||||||
|
North America
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Europe
|
|
|
|
|
|
|||||||||||||||
|
Asia Pacific
|
|
|
|
|
|
|||||||||||||||
|
Other
|
|
|
|
|
|
|||||||||||||||
|
Total long-lived assets
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Sales in the United States, based on the final country of destination of the Company’s products, were $761.2 million, $707.1 million, and $711.1
million, in 2024, 2023, and 2022, respectively. No other country of destination exceeded 10% of consolidated sales. Total long-lived assets in the United States amounted to $612.7 million, $603.2 million, and $586.8
million, at December 31, 2024, 2023, and 2022, respectively.
Product Information
The Company’s revenue summarized by product portfolio is as follows:
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Consolidated
|
||||||||||||
|
2024:
|
||||||||||||||||
|
Flavors, Extracts & Flavor Ingredients
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Natural Ingredients
|
|
|
|
|
||||||||||||
|
Food & Pharmaceutical Colors
|
|
|
|
|
||||||||||||
|
Personal Care
|
|
|
|
|
||||||||||||
|
Asia Pacific
|
—
|
—
|
|
|
||||||||||||
|
Intersegment Revenue
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Total revenue from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
2023:
|
||||||||||||||||
|
Flavors, Extracts & Flavor Ingredients
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Natural Ingredients
|
|
|
|
|
||||||||||||
|
Food & Pharmaceutical Colors
|
|
|
|
|
||||||||||||
|
Personal Care
|
|
|
|
|
||||||||||||
|
Asia Pacific
|
—
|
—
|
|
|
||||||||||||
|
Intersegment Revenue
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Total revenue from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
2022:
|
||||||||||||||||
|
Flavors, Extracts & Flavor Ingredients
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Natural Ingredients
|
|
|
|
|
||||||||||||
|
Food & Pharmaceutical Colors
|
|
|
|
|
||||||||||||
|
Personal Care
|
|
|
|
|
||||||||||||
|
Inks
|
|
|
|
|
||||||||||||
|
Asia Pacific
|
—
|
—
|
|
|
||||||||||||
|
Intersegment Revenue
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Total revenue from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
13. Fair Value Measurements
ASC 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. As of December 31, 2024 and 2023, the Company’s
assets and liabilities subject to this standard are forward exchange contracts. The net fair value of the forward exchange contracts based on current pricing obtained for comparable derivative products (Level 2 inputs) was a liability of $0.8 million and an asset of $1.0
million as of December 31, 2024 and 2023, respectively. 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 December 31, 2024. 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 December 31, 2024 and 2023, was $613.7 million and $645.2 million, respectively. The fair value of the long-term debt at December 31, 2024 and 2023, was $622.0 million and $653.7 million, respectively.
14. Divestitures
The Company reports all costs and income associated with the divestitures in
Corporate & Other. There were no 2.5 million of net cash related to the previously completed sale of its yogurt fruit preparations
product line and recorded a corresponding $2.5 million gain in Selling and
Administrative Expenses.
15. 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 will continue to operate until all production
activities have successfully transferred to other locations, and then will be closed. The Company has substantially completed all other actions contemplated under the Portfolio Optimization Plan in accordance with local laws.
The Company recorded $2.5 million and $3.7 million of accrued liabilities in Other Accrued Expenses on the Company’s Consolidated Balance Sheet related to the Portfolio Optimization Plan as of December 31, 2024 and 2023, respectively. The Company expects the Portfolio Optimization Plan
will cost approximately $40 million, of which $34.5 million has been incurred through December 31, 2024, primarily related to non-cash impairment charges and proposed employee separation costs, and upon completion would reduce annual operating costs by
approximately $8 million to $10
million, with the full benefit expected to be achieved after 2025. The Company anticipates it would reduce 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 year ended December 31, 2024:
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Corporate &
Other
|
Consolidated
|
||||||||||||
|
Non-cash impairment charges – Selling and administrative expenses
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Non-cash charges – Cost of products sold
|
|
(
|
)
|
|
|
|||||||||||
|
Employee separation – Selling and administrative expenses
|
|
|
|
|
||||||||||||
|
Other production costs – Cost of products sold
|
|
|
|
|
||||||||||||
|
Other costs – Selling and administrative expenses(1)
|
|
|
(
|
)
|
|
|||||||||||
|
Total
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||
| (1) |
|
The following table summarizes the Portfolio Optimization Plan expenses by segment
for the year ended December 31, 2023:
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Corporate
& Other
|
Consolidated
|
||||||||||||
|
Non-cash impairment charges – Selling and administrative expenses
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Non-cash charges – Cost of products sold
|
|
|
|
|
||||||||||||
|
Employee separation – Selling and administrative expenses
|
|
|
|
|
||||||||||||
|
Other costs – Selling and administrative expenses(1)
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
| (1) |
|
16. 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.
17. Subsequent Event
On January 17, 2025 , the Company announced its quarterly dividend of 41 cents per share would be payable on March 3, 2025 .
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
Sensient Technologies Corporation
Milwaukee, Wisconsin
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Sensient Technologies Corporation (the Company) as of December 31, 2024 and 2023, the related consolidated statements of earnings,
comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and the financial statement schedule listed in the Index at
Item 15 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and
2023, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as
of December 31, 2024, based on the criteria established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 19, 2025
expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are
a public accounting firm registered with the 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 audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter 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 separate opinion on the critical audit matter or on the account or disclosure to which it relates.
|
Income Taxes--Valuation Allowances for Deferred Tax Assets
|
|
|
Description of the Matter
|
As described in Note 11 to the consolidated financial statements, at December 31, 2024, the Company had gross deferred tax assets of $112.3 million, $59.8 million of which relate to net operating losses
(NOLs), foreign tax credits and other tax credits reduced by a $29.7 million valuation allowance. Deferred tax assets are reduced by a valuation allowance if, based upon the weight of all available evidence, it is more likely than not
that some portion, or all, of the deferred tax assets will not be realized.
Management’s analysis of the realizability of its deferred tax assets related to NOLs, foreign tax credits and other tax credits was significant to our audit because the amounts are material to the
financial statements and the assessment process related to the realizability of these deferred tax assets is complex, and involves significant judgments that include projections of income, sources of income and tax planning
strategies.
|
|
How We Addressed the Matter in Our Audit
|
We tested controls relating to the realizability of deferred tax assets, including controls over management’s projections of future taxable income, the future reversal of existing taxable temporary
differences and management’s identification and use of available tax planning strategies.
To test management’s assessment of the realizability of its deferred tax assets related to NOLs, foreign and other tax credits, our audit procedures included, among others, evaluation of the assumptions
used by the Company to develop tax planning strategies and projections of future taxable income by jurisdiction and testing the completeness and accuracy of the underlying data used in its projections. We involved our tax
professionals to evaluate the application of tax law in the Company’s available tax planning strategies and projections of future taxable income. We assessed the historical accuracy of management’s projections and reconciled the
projections of future taxable income with other forecasted financial information prepared by the Company. We also considered the Company’s scheduling of the reversal of existing temporary taxable differences.
|
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2006.
Milwaukee, Wisconsin
February 19, 2025
| Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
None.
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 December 31, 2024, 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 December 31, 2024.
Management’s Report on Internal Control over Financial Reporting. The management of the Company is responsible for establishing and maintaining adequate internal control
over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. It is management’s policy to maintain a control-conscious environment through an effective system of internal accounting controls. These controls are supported by
the careful selection of competent and knowledgeable personnel and by the communication of standard accounting and reporting policies and procedures throughout the Company. The Company’s internal control over financial reporting is 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. Management has assessed the
effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013 Framework). Based on that assessment, management has concluded that the Company’s internal control over
financial reporting was effective as of December 31, 2024.
The Company’s internal control over financial reporting as of December 31, 2024, has been audited by Ernst & Young LLP, an independent registered public accounting firm. Their opinion on the Company’s
internal control over financial reporting is included in this Item 9A.
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.
Changes in Internal Control over Financial Reporting. There have been no changes in the Company’s internal control over financial reporting during the quarter ended
December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
Sensient Technologies Corporation
Milwaukee, Wisconsin
Opinion on Internal Control over Financial Reporting
We have audited Sensient Technologies Corporation’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control–Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Sensient Technologies Corporation (the Company) maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the accompanying consolidated balance sheets of the Company as of December 31, 2024
and 2023, and the related consolidated statements of earnings, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and the financial statement
schedule listed in the Index at Item 15 and our report dated February 19, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the
accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
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 (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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.
/s/ Ernst & Young LLP
February 19, 2025
| Item 9B. |
Other Information.
|
During the three months ended December 31, 2024, no director or officer of the Company adopted terminated
| Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
|
None.
PART III
| Item 10. |
Directors, Executive Officers of the Registrant, and Corporate Governance.
|
Information required by this item regarding directors and officers, corporate governance, and other matters appearing under “Election of Directors” in the Proxy Statement for the Annual Meeting of Shareholders of the
Company to be filed with the Commission within 120 days after December 31, 2024 (2025 Proxy Statement), is incorporated by reference. Additional information required by this item regarding executive officers appears at the end of Part I above,
and information required by this item regarding codes of conduct appear at the beginning of Part I above.
Insider Trading Policies and Procedures
The Company has adopted insider trading policies and procedures that govern the purchase, sale, and other dispositions of its securities by directors, officers, and employees, as well as by the Company itself. We
believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. A copy of our Insider Trading Policy is filed with this Annual Report on
Form 10-K as Exhibit 19.
| Item 11. |
Executive Compensation.
|
Information required by this item relating to compensation of directors and officers is incorporated by reference from the “Election of Directors,” “Executive Compensation,” “Chief Executive Officer Pay Ratio,” and
“Equity Compensation Plan Information” portions of the 2025 Proxy Statement. Information required by this item relating to the Compensation and Development Committee of the Company’s Board of Directors is incorporated by reference from the
headings “Compensation and Development Committee Report” and “Election of Directors” in the 2025 Proxy Statement.
Policies and Practices Related to the Grant of Certain Equity Awards
The Company does not grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such equity
instruments in relation to the disclosure of material nonpublic information by the Company.
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
The information required by this item regarding security ownership of certain beneficial owners and management and related shareholder matters appearing under “Principal Shareholders” in the 2025 Proxy Statement is
incorporated by reference. The information required by this item appearing under “Equity Compensation Plan Information” in the 2025 Proxy Statement is incorporated by reference.
| Item 13. |
Certain Relationships and Related Transactions and Director Independence.
|
The information required by this item regarding certain relationships and related party transactions and director independence appearing at the end of “Election of Directors” and under “Transactions With Related
Persons” in the 2025 Proxy Statement is incorporated by reference.
| Item 14. |
Principal Accountant Fees and Services.
|
The disclosure regarding principal accountant fees and services appearing under “Audit Committee Report” in the 2025 Proxy Statement is incorporated by reference.
PART IV
The consolidated financial statements of Sensient Technologies Corporation and
subsidiaries are set forth under Item 8 of this Form 10-K, as indexed below.
List of Financial Statements and Financial Statement Schedule
|
32
|
||
|
30
|
||
|
31
|
||
|
34
|
||
|
33
|
||
| 35 |
||
| 55 |
Exhibits
The exhibits listed in the accompanying exhibit index are filed as part of the Annual Report on Form 10-K.
EXHIBIT INDEX
|
Exhibit
Number
|
Description
|
Incorporated by
Reference from
|
Filed
Herewith
|
|||
|
Sensient Technologies Corporation Amended and Restated Articles of Incorporation
|
Exhibit 3.1 to Current Report on Form 8-K dated July 24, 2017 (Commission File No. 1-7626)
|
|||||
|
Sensient Technologies Corporation Amended and Restated By-Laws
|
Exhibit 3.1 to Current Report on Form 8-K filed February 14, 2023 (Commission File No. 1-7626)
|
|||||
|
Note Purchase Agreement dated as of May 3, 2017
|
Exhibit 10.2 to Current Report on Form 8-K dated May 5, 2017 (Commission File No. 1-7626)
|
|||||
|
First Amendment dated as of June 22, 2018 to Note Purchase Agreement dated as of May 3, 2017
|
Exhibit 4.4(b) to Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (Commission File No. 1-7626)
|
|||||
|
Second Amendment dated as of May 6, 2021 to Note Purchase Agreement dated as of May 3, 2017
|
Exhibit 4.3 to Current Report on Form 8-K filed May 11, 2021 (Commission File No. 1-7626)
|
|||||
|
Note Purchase Agreement dated as of November 1, 2018
|
Exhibit 10.1 to Current Report on Form 8-K dated November 1, 2018 (Commission File No. 1-7626)
|
|||||
|
First Amendment dated as of May 6, 2021 to Note Purchase Agreement dated as of November 1, 2018
|
Exhibit 4.4 to Current Report on Form 8-K filed May 11, 2021 (Commission File No. 1-7626)
|
|
Note Purchase Agreement dated as of May 31, 2023
|
|
Exhibit 10.1 to Current Report on Form 8-K filed June 5, 2023 (Commission File No. 1-7626)
|
||||
|
Note Purchase Agreement dated as of November 29, 2023
|
|
Exhibit 10.1 to Current Report on Form 8-K filed December 1, 2023 (Commission File No. 1-7626)
|
||||
|
Description of Sensient Technologies Corporation’s securities registered pursuant to Section 12 of the Securities Exchange Act
|
Exhibit 4.5 to Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (Commission File No. 1-7626)
|
|||||
|
10
|
|
Material Contracts
|
|
|
|
|
|
10.1
|
|
Management Contracts or Compensatory Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Employment Contract dated as of February 13, 2020, between Sensient Technologies Corporation and Paul Manning
|
|
Exhibit 10.1 to Current Report on Form 8-K dated February 13, 2020 (Commission File No. 1-7626)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Form of Change of Control Employment and Severance Agreement
|
|
Exhibit 10.1(b)(3) to Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (Commission File No. 1-7626)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sensient Technologies Corporation Directors’ Deferred Compensation Plan
|
|
Exhibit 10.1 to Current Report on Form 8-K dated May 28, 2014 (Commission File No. 1-7626)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sensient Technologies Corporation Non-Employee Directors’ Retirement Plan
|
|
Exhibit 10.2 to Current Report on Form 8-K dated July 25, 2013 (Commission File No. 1-7626)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sensient Technologies Corporation Frozen Management Income Deferral Plan
|
|
Exhibit 10.5(a) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
|
|
|
|
|
Sensient Technologies Corporation Management Income Deferral Plan
|
|
Exhibit 10.5(b) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sensient Technologies Corporation Frozen Executive Income Deferral Plan
|
|
Exhibit 10.4(a) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sensient Technologies Corporation Executive Income Deferral Plan
|
|
Exhibit 10.4(b) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amended and Restated Sensient Technologies Corporation Rabbi Trust “A” Agreement dated November 30, 2009, between Sensient Technologies Corporation and Wells Fargo Bank, N.A.
|
|
Exhibit 10.1(l) to Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (Commission File No. 1-7626)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amended and Restated Sensient Technologies Corporation Rabbi Trust “B” Agreement dated November 30, 2009, between Sensient Technologies Corporation and Wells Fargo Bank, N.A.
|
|
Exhibit 10.1(m) to Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (Commission File No. 1-7626)
|
|
|
|
|
Amendment No. 1 to the Amended and Restated Sensient Technologies Corporation Rabbi Trust “B” Agreement
|
|
Exhibit 10.1(m)(2) to Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File No. 1-7626)
|
|||
|
|
|
|
|
|
||
|
|
Amended and Restated Sensient Technologies Corporation Rabbi Trust “C” Agreement dated November 30, 2009, between Sensient Technologies Corporation and Wells Fargo Bank, N.A.
|
|
Exhibit 10.1(n) to Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (Commission File No. 1-7626)
|
|||
|
|
|
|
|
|
||
|
|
Sensient Technologies Corporation Form of Supplemental Executive Retirement Plan A Agreement
|
|
Exhibit 10.1(s) to Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Commission File No. 1-7626)
|
|||
|
|
Form of Amendment No. 1 to the Sensient Technologies Corporation Amended and Restated Supplemental Executive Retirement Plan A
|
|
Exhibit 10.1(s)(2) to Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (Commission file No. 1-7626)
|
|||
|
|
Form of Amendment No. 2 to the Sensient Technologies Corporation Amended and Restated Supplemental Executive Retirement Plan A
|
|
Exhibit 10.1 to Current Report on Form 8-K dated April 22, 2010 (Commission File No. 1-7626)
|
|||
|
|
|
|
|
|
||
|
|
Sensient Technologies Corporation Form of Supplemental Executive Retirement Plan B Agreement
|
|
Exhibit 10.1(t) to Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Commission File No. 1-7626)
|
|||
|
|
|
|
|
|
||
|
|
Form of Amendment No. 1 to the Sensient Technologies Corporation Amended and Restated Supplemental Executive Retirement Plan B
|
|
Exhibit 10.1(t)(2) to Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (Commission File No. 1-7626)
|
|||
|
|
|
|
|
|
||
|
|
Form of Amendment No. 2 to the Sensient Technologies Corporation Amended and Restated Supplemental Executive Retirement Plan B
|
|
Exhibit 10.2 to Current Report on Form 8-K dated April 22, 2010 (Commission File No. 1-7626)
|
|||
|
|
|
|
|
|
||
|
|
Sensient Technologies Frozen Supplemental Benefit Plan
|
|
Exhibit 10.6(a) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
|||
|
|
|
|
|
|
||
|
|
Sensient Technologies Supplemental Benefit Plan
|
|
Exhibit 10.6(b) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (Commission File No. 1-7626)
|
|||
|
|
|
|
|
|
||
|
|
Form of Performance Stock Unit Agreement
|
|
Exhibit 10.3 to Current Report on Form 8-K dated May 28, 2014 (Commission File No. 1-7626)
|
|||
|
Form of Restricted Stock Agreement
|
Exhibit 10.1 to Current Report on Form 8-K dated December 10, 2020 (Commission File No. 1-7626)
|
|
Form of Restricted Stock Unit Agreement
|
Exhibit 10.2 to Current Report on Form 8-K dated December 10, 2020 (Commission File No. 1-7626)
|
|||||
|
|
Sensient Technologies Corporation 2017 Stock Plan, as amended and restated
|
|
Appendix B to Definitive Proxy Statement filed on Schedule 14A on March 16, 2022 (Commission File No. 1-7626)
|
|
|
|
| |
|
|
|
|
|
|
|
Sensient Technologies Management Incentive Compensation Plan, as amended on February 10, 2022
|
Exhibit 10.1(q) to Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (Commission File No. 1-7626)
|
|||||
|
|
Third Amended and Restated Credit Agreement dated as of May 5, 2021
|
|
Exhibit 10.1 to Current Report on Form 8-K filed May 11, 2021 (Commission File No. 1-7626)
|
|
|
|
|
|
First Amendment to the Third Amended and Restated Credit Agreement, dated as of December 14, 2022
|
|
Exhibit 10.1 to Current Report on Form 8-K filed December 20, 2022 (Commission File No. 1-7626)
|
|
|
|
|
|
Receivables Sale Agreement dated as of October 3, 2016
|
|
Exhibit 10.1 to Current Report on Form 8-K dated October 3, 2016 (Commission File No. 1-7626)
|
|
|
|
|
|
Amendment No. 1 to the Receivables Sale Agreement, dated as of October 2, 2017
|
|
Exhibit 10.1 to Current Report on Form 8-K dated October 2, 2017 (Commission File No. 1-7626)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables Purchase Agreement dated as of October 3, 2016
|
|
Exhibit 10.2 to Current Report on Form 8-K dated October 3, 2016 (Commission File No. 1-7626)
|
|
|
|
|
|
Amendment No. 1 to the Receivables Purchase Agreement and Performance Undertaking, dated as of October 2, 2017
|
|
Exhibit 10.2 to Current Report on Form 8-K dated October 2, 2017 (Commission File No. 1-7626)
|
|
|
|
|
|
|
|
|
|
|
|
|
Amendment No. 2 to Receivables Purchase Agreement, dated as of June 26, 2018
|
|
Exhibit 10.5(c) to Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (Commission File No. 1-7626)
|
||||
|
|
|
|
|
|
|
|
|
Amendment No. 3 to Receivables Purchase Agreement, dated as of October 1, 2018
|
|
Exhibit 10.1 to Current Report on Form 8-K dated October 1, 2018 (Commission File No. 1-7626)
|
||||
|
|
|
|
|
|
|
|
|
Amendment No. 4 to Receivables Purchase Agreement, dated as of October 1, 2019
|
|
Exhibit 10.1 to Current Report on Form 8-K dated October 7, 2019 (Commission File No. 1-7626)
|
||||
|
Amendment No. 5 to Receivables Purchase Agreement, dated as of October 1, 2020
|
Exhibit 10.1 to Current Report on Form 8-K dated October 1, 2020 (Commission File No. 1-7626)
|
|||||
|
Amendment No. 6 to Receivables Purchase Agreement, dated as of November 12, 2020
|
Exhibit 10.4(g) to Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (Commission File No. 1-7626)
|
|
Amendment No. 7 to Receivables Purchase Agreement, dated as of October 1, 2021
|
Exhibit 10.1 to Current Report on Form 8-K filed October 5, 2021 (Commission File No. 1-7626)
|
|||||
|
Amendment No. 8 to Receivables Purchase Agreement, dated as of February 28, 2022
|
Exhibit 10.1 to Current Report on Form 8-K filed March 4, 2022 (Commission File No. 1-7626)
|
|||||
|
Amendment No. 9 to Receivables Purchase Agreement, dated as of August 31, 2022
|
Exhibit 10.1 to Current Report on Form 8-K filed September 6, 2022 (Commission File No. 1-7626)
|
|||||
|
Amendment No. 10 to Receivables Purchase Agreement, dated as of August 31, 2023
|
Exhibit 10.1 to Current Report on Form 8-K filed September 6, 2023 (Commission File No. 1-7626)
|
|||||
|
Amendment No. 11 to Receivables Purchase Agreement, dated as of August 30, 2024, among Sensient Receivables LLC, Sensient Technologies Corporation, and Wells Fargo Bank, National Association
|
Exhibit 10.1 to Current Report on Form 8-K dated September 4, 2024 (Commission File No. 1-7626)
|
|||||
|
|
Performance Undertaking made as of October 3, 2016
|
|
Exhibit 10.3 to Current Report on Form 8-K dated October 3, 2016 (Commission File No. 1-7626)
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Agreement dated as of November 7, 2022
|
|
Exhibit 10.1 to Current Report on Form 8-K filed November 8, 2022 (Commission File No. 1-7626)
|
||||
|
|
|
|
|
|
|
|
|
Amendment No. 1 to Loan Agreement, dated as of October 31, 2024, between Sensient Technologies Corporation and PNC Bank, National Association.
|
|
Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (Commission File No. 1-7626)
|
||||
|
Insider Trading Policy
|
X
|
|||||
|
|
Subsidiaries of the Registrant
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
Consent of Ernst & Young LLP
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
Certifications of Sensient’s Chairman, President, and Chief Executive Officer and Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
Certifications of Sensient’s Chairman, President, and Chief Executive Officer and Vice President and Chief Financial Officer, pursuant to 18 United States Code § 1350
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
Sensient Technologies Corporation Policy Relating to Recovery of Erroneously Awarded Compensation
|
|
Exhibit 97 to Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (Commission File No. 1-7626)
|
|
|
101.INS*
|
Inline Instance 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)
|
*The following financial information is formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) Consolidated Statements of Earnings for the twelve months ended December
31, 2024, 2023, and 2022; (ii) Consolidated Statements of Comprehensive Income for the twelve months ended December 31, 2024, 2023, and 2022; (iii) Consolidated Balance Sheets as of December 31, 2024 and 2023; (iv) Consolidated Statements of
Shareholders’ Equity for the twelve months ended December 31, 2024, 2023, and 2022; (v) Consolidated Statements of Cash Flows for the twelve months ended December 31, 2024, 2023, and 2022; and (vi) Notes to Consolidated Financial Statements.
Financial Statement Schedule
Schedule II
Valuation and Qualifying Accounts (in thousands); Years Ended December 31, 2024, 2023, and 2022
|
Valuation Accounts Deducted in the Balance Sheet From the Assets to Which They Apply
|
Balance
at Beginning
of Period
|
Additions
Charged to
Costs and
Expenses
|
Additions
Recorded
During
Acquisitions
|
Deductions
|
Balance at
End of
Period
|
|||||||||||||||
|
2022
Allowance for losses:
Trade accounts receivable
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
|
||||||||||||||||||||
|
2023
Allowance for losses:
Trade accounts receivable
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
|
||||||||||||||||||||
|
2024
Allowance for losses:
Trade accounts receivable
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
|
||||||||||||||||||||
All other schedules are omitted because they are inapplicable, not required by the instructions, or the information is included in the consolidated
financial statements or notes thereto.
| Item 16. |
Form 10-K Summary.
|
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
|
|
|
/s/ John J. Manning
|
|
|
John J. Manning
|
|
|
Senior Vice President, General Counsel, and Secretary
|
|
|
Dated: February 19, 2025
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of February 19, 2025, by the following persons on behalf of the Registrant and in the
capacities indicated.
|
/s/ Paul Manning
|
/s/ Sharad P. Jain
|
|
Paul Manning
|
Sharad P. Jain
|
|
Chairman of the Board, President, and
|
Director
|
|
Chief Executive Officer
|
|
|
/s/ Tobin Tornehl
|
/s/ Donald W. Landry
|
|
Tobin Tornehl
|
Donald W. Landry
|
|
Vice President and
|
Director
|
|
Chief Financial Officer
|
|
|
/s/ Adam Vanderleest
|
/s/ Deborah McKeithan-Gebhardt
|
|
Adam Vanderleest
|
Deborah McKeithan-Gebhardt
|
|
Vice President, Controller, and
|
Director
|
|
Chief Accounting Officer
|
|
|
/s/ Joseph Carleone
|
/s/ Scott Morrison
|
|
Joseph Carleone
|
Scott Morrison
|
|
Director
|
Director
|
|
/s/ Mario Ferruzzi
|
/s/ Essie Whitelaw
|
|
Mario Ferruzzi
|
Essie Whitelaw
|
|
Director
|
Director
|
|
/s/ Carol R. Jackson
|
/s/ Brett Bruggeman
|
|
Carol R. Jackson
|
Brett Bruggeman
|
|
Director
|
Director
|
67
Exhibit 19
Sensient Technologies Corporation
Insider Trading Policy
It is a violation of both Company policy and of federal and state securities law for any officer, director, or other Employee (as defined in the Code of Conduct)
of the Company to engage in any transaction involving Company stock (including gifts) when that officer, director, or other Employee is in possession of material nonpublic information. Such illegal insider trading includes transactions entered into
for the benefit of the individual and transactions entered into for the benefit of the Company. This policy also applies to material nonpublic information relating to
any other company with publicly-traded securities, including our customers, suppliers, or peer companies, obtained in the course of employment or association with the Company.
It is also both illegal and a violation of Company policy to communicate (or “tip”) material nonpublic information to others who may trade in securities on the
basis of that information. Prohibitions on insider trading extend to the family members and individuals living in the households of officers, directors, and other Employees when those officers, directors, or other Employees are in possession of
material nonpublic information, as well as to neighbors and friends.
In addition, the Company itself shall not repurchase any shares of the Company’s stock while in possession of material nonpublic information unless pursuant to a
valid Rule 10b5-1 plan. Before engaging in repurchases or adopting a Rule 10b5-1 plan, management must give careful consideration as to whether or not the Company is in possession of material nonpublic information. While the risk of the Company
possessing material nonpublic information is generally lower if a repurchase occurs during an open trading window, management must conduct this evaluation in all cases.
In accordance with Section 3(d) of the Company’s Share Repurchase Policy, Sensient’s internal Disclosure Committee shall meet before the corporation: (i)
repurchases any shares, unless pursuant to a valid Rule 10b5-1 plan, or (ii) adopts a Rule 10b5-1 plan, in each case to determine whether the corporation is in possession of material nonpublic information or otherwise should refrain from repurchasing
shares at such time pursuant to applicable securities laws.
Company personnel or their tippees who trade on inside information are subject to severe civil penalties, criminal fines, and even jail terms. An officer,
director, or other Employee who tips information to a person who then trades is subject to the same penalties as the tippee. It does not matter that the officer, director, or other Employee did not make the actual trade, nor that he or she did not
profit from the tippee’s trading.
What Information is “Material”?
All information that a reasonable investor would consider important in deciding whether to buy, sell, or hold securities is considered material. Information that
is likely to affect the price of the Company’s stock would almost always be considered material.
Examples of some types of material information include:
| • |
financial results or financial forecasts for the quarter or the year;
|
| • |
a major change in management or personnel;
|
| • |
possible mergers, acquisitions, joint ventures, and investments in other companies;
|
| • |
changes in relationships with significant customers;
|
| • |
the gain or loss of an important contract, customer, or supplier;
|
| • |
actual or suspected cybersecurity risks or incidents, including vulnerabilities and breaches;
|
| • |
important product developments;
|
| • |
governmental approval of major new products;
|
| • |
major financing developments; or
|
| • |
major litigation developments.
|
While these examples illustrate the types of information that would likely be considered material, the list is not complete. Questions regarding or any
uncertainty whatsoever concerning what sorts of information are material not addressed on this list should be directed to the Corporate Legal Department.
What Information is “Nonpublic”?
Nonpublic information is information that is not generally known or available to the public. One common misconception is that material information loses its
“nonpublic” status as soon as a press release is issued disclosing the information. This is not true. In fact, information is considered to be available to the public only when it has been released broadly to the marketplace and the investing public has had time to absorb the information fully.
Examples of public disclosure include public filings with the SEC, Company press releases, and, in some cases, meetings with members of the press and the
investment community, shareholders, and the public.
While the time it takes for the investing public to absorb information fully varies, as a general rule, information should be considered nonpublic until 24 hours
after the information is released. Of course, if you are aware of any other material nonpublic information at the time that 24-hour period has passed, you will still not be able to trade Company stock legally.
Keep in mind that any questioned transaction will be viewed with twenty-twenty hindsight, taking into account information that may only later become clear.
It is also important to note that, in general, regular, ongoing stock purchases associated with employee benefit plans such as the Company 401(k) plan will not be
considered to constitute illegal insider trading. However, any change in election or other reallocation of funds involving Company stock under an employee benefit plan is subject to the Company’s prohibitions against illegal insider trading and
cannot be completed while in possession of material nonpublic information (and, for officers, must be completed in a window period).
Trading in Other Securities
The Company may engage in business transactions with companies whose securities are publicly-traded. These transactions may include, among
other things, mergers, acquisitions, divestitures, or renewal or termination of major contracts or other arrangements. Information learned in connection with these transactions or relationships may constitute material nonpublic information about the
other company. No officer, director, or other Employee may trade in the securities of these companies while aware of material nonpublic information about such companies nor may he or she tip such information to any other person for such use.
In addition, business transactions of the Company may impact the publicly-traded securities of other companies that are economically-linked
to the Company (i.e., peer companies). Therefore, no officer, director, or other Employee may use information learned through his or her employment or association with the Company to trade in the securities of such companies.
Consequences of Illegal Insider Trading
The Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice (generally through the U.S. Attorneys Offices) pursue insider trading violations
vigorously and such violations are punished severely. While the regulatory authorities concentrate their efforts on individuals who trade or tip others who trade, the Federal Securities laws also impose potential liabilities on any company and its
officers and directors, if they fail to take reasonable steps to prevent insider trading by company personnel.
Individuals who trade or who tip others who trade based on material nonpublic information could face the following penalties for each violation:
| • |
a return of any profits made on or losses avoided by, plus penalties of up to three times the amount of profits or avoided losses on, the illegal insider trading;
|
| • |
twenty years’ imprisonment; and/or
|
| • |
up to $5 million in fines.
|
A company could face even stiffer penalties for a violation of insider trading laws, including up to $25 million in fines.
The existence of a personal financial emergency does not excuse an officer, director, or other Employee from complying with the Company’s policies with respect to
insider trading. Illegal insider trading, regardless of the justification, is still illegal.
Restrictions on Legal Insider Trading
Not all insider trading is illegal. Only trading that occurs on the basis of material nonpublic information is illegal. However, because it is important to avoid
even the appearance that trading has occurred based on material nonpublic information, the Company has established the following set of policies that must be followed:
Window Periods
To limit the risk that Employees inadvertently violate insider trading laws, Employees are only permitted to trade Company stock during quarterly “window
periods.” All Employees are strongly advised to contact the Legal Department before buying or selling Company stock.
Each of these window periods begins 24 hours after the Company announces its annual and/or quarterly financial results for the prior fiscal year and/or quarter,
and ends 30 calendar days after the beginning of the window period.
Notwithstanding the foregoing, the General Counsel will close an otherwise open window period for any Employee who knows of a material event or information that
is not generally known or available to the public, including the internal discovery of an actual or a suspected cybersecurity risk or incident.
Event-Specific Blackout Periods
On occasion, certain officers, directors, or other Employees may become aware of an event that is material to the Company that has not yet become public,
including the internal discovery of an actual or a suspected cybersecurity risk or incident. Anyone with knowledge of such an event is prohibited from trading Company stock; in addition, the General Counsel may impose a blackout period during which
those officers, directors, or other Employees who know of the material event, plus any other individuals who the General Counsel may designate, are prohibited from trading Company stock.
Because the very existence of a blackout period could signal to investors that a material event is pending, the Company will not announce, internally or publicly,
that a blackout period is in effect; instead, the Corporate Legal Department will notify any officer, director, or other Employee that knows of the material event and who seeks
pre-clearance to trade during a blackout period on an individual basis that a blackout period is in effect. No person made aware of a blackout period should disclose the existence of the blackout period to any other individual.
Trade Pre-clearance for Directors, Officers, General Managers, Business Unit Directors, Senior Financial Officers, and other Employees
The Company’s directors, officers, general managers, business unit directors, Senior Financial Officers, and other Employees who assist the Company in the
preparation of Reports (as defined in the Code of Conduct) or otherwise have a financial reporting oversight role, as well as any other individual making trades for the Company’s account, are required to notify the General Counsel by e-mail or
otherwise in writing of their intent to engage in any transaction involving Company stock. The General Counsel (or, in the General Counsel’s absence, the Senior Attorney responsible for Securities matters) must pre-clear any trade by e-mail or
otherwise in writing at least two days in advance of when the intended trade is to occur.
In order for a trade to be pre-cleared, the individual seeking pre-clearance must confirm to the General Counsel that he or she does not have knowledge of any
material non-public information and provide the General Counsel with the relevant terms of the proposed transaction, including what type of transaction is contemplated, the proposed terms of such transaction, the number of shares or other securities
involved in the transaction, and who beneficially owns the securities.
The General Counsel (or, in the General Counsel’s absence, the Senior Attorney responsible for Securities matters) will only pre-clear trades during a window
period, when the General Counsel has not imposed a blackout period, and the General Counsel is not aware of any material non-public information.
Once a transaction has been pre-cleared, it is Company policy that the intended trade take place (if at all) within two days of the grant of pre-clearance.
All records directly and materially relevant to pre-clearance will be retained for no less than five years.
Immediate Reporting of Trades by Directors and Officers
Federal insider trading laws require the reporting of transactions by officers and directors on a timely basis. Therefore, it is Company policy that once a
transaction has been executed on behalf of an officer or director, that officer or director must immediately notify the General Counsel, by both telephone and e-mail, of the terms
of the transaction. All reports will be retained for no less than five years.
The Company also requires officers and directors to notify any broker or dealer used to effect such transactions of the Company’s reporting policies to ensure the
broker’s or dealer’s cooperation with these policies.
Additional Trading Prohibitions
Company policy prohibits officers and directors of the Company from trading Company shares during any employee benefit plan blackout period except pursuant to a
Rule 10b5-1 trading plan approved by the Company’s board of directors as described below. The Company will notify officers and directors in advance of such blackout periods.
Rule 10b5-1 Trading Plans
Directors and officers who have entered into Rule 10b5-1 trading plans approved by the Company’s board of directors need not adhere to the above requirements in
the Code of Conduct regarding trade pre-clearance for directors and officers, window periods, or blackout periods with respect to trades occurring in compliance with the board-approved Rule 10b5-1 plan. However, directors and officers continue to
have an obligation to follow the immediate reporting requirements outlined above. Any director or officer that enters into a Rule 10b5-1 trading plan will also need to comply with applicable securities laws, including: (i) mandatory cooling-off periods, (ii) restrictions on multiple overlapping plans and single-trade arrangements, (iii) relevant certifications, and (iv) acting in good faith.
EXHIBIT 21
SENSIENT TECHNOLOGIES CORPORATION
SUBSIDIARIES AS OF DECEMBER 31, 2024
|
NAME
|
INCORPORATION
|
|
|
DOMESTIC
|
||
|
POINTING COLOR INC.
|
DELAWARE
|
|
|
SENSIENT COLORS LLC
|
DELAWARE
|
|
|
SENSIENT FLAVORS INTERNATIONAL, INC.
|
INDIANA
|
|
|
SENSIENT FLAVORS LLC
|
DELAWARE
|
|
|
SENSIENT NATURAL INGREDIENTS LLC
|
DELAWARE
|
|
|
SENSIENT RECEIVABLES LLC
|
DELAWARE
|
|
|
SENSIENT WISCONSIN LLC
|
WISCONSIN
|
|
NAME
|
INCORPORATION
|
|
|
FOREIGN
|
||
|
POINTING HOLDINGS LIMITED
|
UNITED KINGDOM
|
|
|
POINTING INTERNATIONAL LIMITED
|
UNITED KINGDOM
|
|
|
POINTING LIMITED
|
UNITED KINGDOM
|
|
|
PT SENSIENT TECHNOLOGIES INDONESIA
|
INDONESIA
|
|
|
SENSIENT COLORS CANADA LTD.
|
CANADA
|
|
|
SENSIENT COLORS S.A.
|
ARGENTINA
|
|
|
SENSIENT COLORS S.A. DE C.V.
|
MEXICO
|
|
|
SENSIENT COLORS UK LTD
|
UNITED KINGDOM
|
|
|
SENSIENT COSMETIC TECHNOLOGIES
|
FRANCE
|
|
|
SENSIENT COSMETIC TECHNOLOGIES E CORANTES, IMPORTAÇÃO E EXPORTAÇÃO DO BRASIL LTDA
ENGLISH: SENSIENT COSMETIC TECHNOLOGIES BRAZIL
|
BRAZIL
|
|
|
SENSIENT TECHNOLOGIES INGREDIENTES DO BRAZIL LTDA.
|
BRAZIL
|
|
|
SENSIENT COSTA RICA S.R.L.
|
COSTA RICA
|
|
|
SENSIENT FINANCE IRELAND DAC
|
IRELAND
|
|
|
SENSIENT FLAVORS BELGIUM NV
|
BELGIUM
|
|
|
SENSIENT FLAVORS CANADA INC.
|
CANADA
|
|
|
SENSIENT FLAVORS CENTRAL AMERICA S.R.L.
|
COSTA RICA
|
|
|
SENSIENT FLAVORS & FRAGRANCES SAS
|
FRANCE
|
|
|
SENSIENT FLAVORS ITALY S.R.L.
|
ITALY
|
|
|
SENSIENT FLAVORS LIMITED
|
UNITED KINGDOM
|
|
|
SENSIENT FLAVORS MEXICO, S.A. DE C.V.
|
MEXICO
|
|
|
SENSIENT FOOD COLORS CZECH REPUBLIC CZ S.R.O.
|
CZECH REPUBLIC
|
|
|
SENSIENT FOOD COLORS HUNGARY KFT
|
HUNGARY
|
|
|
SENSIENT FOOD COLORS ITALY S.R.L.
|
ITALY
|
|
|
SENSIENT HOLDINGS MALTA LIMITED
|
MALTA
|
|
|
SENSIENT HOLDINGS UK
|
UNITED KINGDOM
|
|
|
SENSIENT INDIA PRIVATE LIMITED
|
INDIA
|
|
|
SENSIENT NATURAL COLORS PERU S.A.C.
|
PERU
|
|
|
SENSIENT NATURAL EXTRACTION INC.
|
CANADA
|
|
|
SENSIENT SAVORY FLAVORS FRANCE
|
FRANCE
|
|
|
SENSIENT TECHNOLOGIES ASIA PACIFIC PTE LTD
|
SINGAPORE
|
|
|
SENSIENT TECHNOLOGIES AUSTRALIA PTY LTD
|
AUSTRALIA
|
|
|
SENSIENT TECHNOLOGIES COLOMBIA LTDA.
|
COLOMBIA
|
1
|
SENSIENT TECHNOLOGIES CORPORATION (CHINA) LTD
|
CHINA
|
|
|
SENSIENT TECHNOLOGIES CORPORATION (JAPAN)
|
JAPAN
|
|
|
SENSIENT TECHNOLOGIES C.V.
|
NETHERLANDS
|
|
|
SENSIENT TECHNOLOGIES THE NETHERLANDS B.V.
|
NETHERLANDS
|
|
|
SENSIENT TECHNOLOGIES ESSENTIAL OILS, S.L.U.
|
SPAIN
|
|
|
SENSIENT TECHNOLOGIES EUROPE GMBH
|
GERMANY
|
|
|
SENSIENT TECHNOLOGIES HOLDING DEUTSCHLAND GMBH
|
GERMANY
|
|
|
SENSIENT TECHNOLOGIES HONG KONG LTD
|
CHINA
|
|
|
SENSIENT TECHNOLOGIES LIMITED
|
UNITED KINGDOM
|
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SENSIENT TECHNOLOGIES LUXEMBOURG S.A.R.L.
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LUXEMBOURG
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SENSIENT TECHNOLOGIES MENA FZE
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UNITED ARAB
EMIRATES
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SENSIENT TECHNOLOGIES (PHILIPPINES), INC.
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PHILIPPINES
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SENSIENT TECHNOLOGIES POLAND SP. Z.O.O.
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POLAND
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SENSIENT TECHNOLOGIES REAL ESTATE GMBH
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GERMANY
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SENSIENT TECHNOLOGIES SOUTH AFRICA (PTY) LTD.
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SOUTH AFRICA
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SENSIENT TECHNOLOGIES (THAILAND), LTD.
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THAILAND
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SENSIENT TURKEY DOĞAL MADDELER A.Ş.
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TURKEY
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SENSIENT UK LIMITED
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UNITED KINGDOM
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2
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements (Forms S-8 No. 333-188285, 333-188284, 333-217803, 333-264541, 333-155483 and 333-95993), as amended, pertaining to Sensient Technologies
Corporation of our reports dated February 19, 2025, with respect to the consolidated financial statements and schedule of Sensient Technologies Corporation, and the effectiveness of internal control over financial reporting of Sensient Technologies
Corporation, included in this Annual Report (Form 10-K) for the year ended December 31, 2024.
/s/ Ernst & Young LLP
Milwaukee, Wisconsin
February 19, 2025
EXHIBIT 31
CERTIFICATION
Pursuant to Rule 13a-14(a) of the Exchange Act
I, Paul Manning, certify that:
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I have reviewed this annual report on Form 10-K of Sensient Technologies Corporation;
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| 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;
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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;
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| 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:
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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;
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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;
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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
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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
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all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
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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.
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/s/ Paul Manning
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Paul Manning,
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Chairman, President, and
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Chief Executive Officer
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EXHIBIT 31
CERTIFICATION
Pursuant to Rule 13a-14(a) of the Exchange Act
I, Tobin Tornehl, certify that:
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I have reviewed this annual report on Form 10-K of Sensient Technologies Corporation;
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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;
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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;
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| 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:
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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;
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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;
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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
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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
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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.
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/s/ Tobin Tornehl
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Tobin Tornehl,
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Vice President and
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Chief Financial Officer
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EXHIBIT 32
CERTIFICATION
Pursuant to 18 United States Code § 1350
The undersigned hereby certifies that the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of Sensient Technologies Corporation (the “Company”) filed with
the Securities and Exchange Commission on 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.
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/s/ Paul Manning
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Name:
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Paul Manning
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Title:
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Chairman, President, and
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Chief Executive Officer
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Date:
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February 19, 2025
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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 Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of Sensient Technologies Corporation (the “Company”) filed with the Securities and
Exchange Commission on 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.
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/s/ Tobin Tornehl
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Name:
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Tobin Tornehl
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Title:
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Vice President and
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Chief Financial Officer
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Date:
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February 19, 2025
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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.