Sensient Technologies Corp 10-Q for FY2021 Q3
Sensient Technologies Corp (SXT)
10-Q
2021-11-02
For: 2021-09-30
View Original
Added on
April 10, 2026
About this 10-Q
Sensient Technologies Corp filed this 10-Q on November 2, 2021, covering the quarter ended September 30, 2021 (FY2021 Q3).
Headline figures
Quarter ended September 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $344.29M
- up 6.4% from $323.57M a year earlier
- Net income
- $33.91M
- up 3.0% from net income of $32.91M a year earlier
- Diluted EPS
- $0.80
- up 2.6% from $0.78 a year earlier
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended:
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
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to
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Commission file number: 001-07626
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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(Address of principal executive offices)
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Registrant's telephone number, including area code:
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(
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated Filer ☐
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Non-Accelerated Filer ☐
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Smaller Reporting Company
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Emerging Growth Company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
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Class
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Outstanding at October 20, 2021
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Common Stock, par value $0.10 per share
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SENSIENT TECHNOLOGIES CORPORATION
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Page No.
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PART I. FINANCIAL INFORMATION:
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Item 1.
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Financial Statements:
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Item 2.
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Item 3.
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26
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Item 4.
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26
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PART II. OTHER INFORMATION:
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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29
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FINANCIAL INFORMATION
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FINANCIAL STATEMENTS
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SENSIENT TECHNOLOGIES CORPORATION
(In thousands except per share amounts)
(Unaudited)
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Three Months
Ended September 30,
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Nine Months
Ended September 30,
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2021
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2020
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2021
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2020
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Revenue
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$
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$
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$
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Cost of products sold
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Selling and administrative expenses
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Operating income
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Interest expense
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Earnings before income taxes
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Income taxes
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Net earnings
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$
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$
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$
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$
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Weighted average number of common shares outstanding:
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Basic
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Diluted
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Earnings per common share:
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Basic
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$
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$
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Diluted
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$
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$
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$
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$
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Dividends declared per common share
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$
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$
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$
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$
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See accompanying notes to consolidated condensed financial statements.
SENSIENT TECHNOLOGIES CORPORATION
(In thousands)
(Unaudited)
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Three Months
Ended September 30,
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Nine Months
Ended September 30,
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2021
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2020
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2021
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2020
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Comprehensive income
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$
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$
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$
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$
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See accompanying notes to consolidated condensed financial statements.
SENSIENT TECHNOLOGIES CORPORATION
(In thousands)
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Assets
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September 30,
2021
(Unaudited)
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December 31, 2020
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Current Assets:
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Cash and cash equivalents
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$
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$
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Trade accounts receivable
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Inventories
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Prepaid expenses and other current assets
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Assets held for sale
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Total current assets
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Other assets
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Deferred tax assets
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Intangible assets, net
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Goodwill
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Property, Plant, and Equipment:
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Land
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Buildings
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Machinery and equipment
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Construction in progress
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Less accumulated depreciation
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(
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Total assets
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$
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$
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Liabilities
and Shareholders’ Equity
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Current Liabilities:
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Trade accounts payable
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$
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Accrued salaries, wages, and withholdings from employees
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Other accrued expenses
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Income taxes
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Short-term borrowings
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Liabilities held for sale
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Total current liabilities
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Deferred tax liabilities
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Other liabilities
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Accrued employee and retiree benefits
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Long-term debt
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Shareholders’ Equity:
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Common stock
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Additional paid-in capital
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Earnings reinvested in the business
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Treasury stock, at cost
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Accumulated other comprehensive loss
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Total shareholders’ equity
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Total liabilities and shareholders’ equity
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$
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$
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See accompanying notes to consolidated condensed financial statements.
SENSIENT TECHNOLOGIES CORPORATION
(In thousands)
(Unaudited)
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Nine Months
Ended September 30,
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2021
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2020
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Cash flows from operating activities:
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Net earnings
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$
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Adjustments to arrive at net cash provided by operating activities:
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Depreciation and amortization
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Share-based compensation expense
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Net loss (gain) on assets
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Loss on divestitures and other charges
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Deferred income taxes
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Changes in operating assets and liabilities:
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Trade accounts receivable
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Inventories
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Prepaid expenses and other assets
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Accounts payable and other accrued expenses
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Accrued salaries, wages, and withholdings from employees
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Income taxes
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Other liabilities
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Net cash provided by operating activities
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Cash flows from investing activities:
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Acquisition of property, plant, and equipment
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Proceeds from sale of assets
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Proceeds from divesture of businesses
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Acquisition of new businesses
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Other investing activities
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Net cash used in investing activities
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Cash flows from financing activities:
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Proceeds from additional borrowings
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Debt payments
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Purchase of treasury stock
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Dividends paid
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Other financing activities
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(
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Net cash used in financing activities
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Effect of exchange rate changes on cash and cash equivalents
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(
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Net increase in cash and cash equivalents
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Cash and cash equivalents at beginning of period
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Cash and cash equivalents at end of period
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$
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$
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See accompanying notes to consolidated condensed financial statements.
SENSIENT TECHNOLOGIES CORPORATION
(In thousands, except share and per share amounts)
(Unaudited)
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Common
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Additional
Paid-In
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Earnings Reinvested
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Treasury Stock
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Accumulated
Other
Comprehensive
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Total
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Three Months Ended September 30, 2021
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Stock
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Capital
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in the Business
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Shares
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Amount
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Income (Loss)
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Equity
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Balances at June 30, 2021
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$
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$
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$
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$
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(
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$
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(
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$
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Net earnings
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-
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Other comprehensive loss
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-
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Cash dividends paid – $
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-
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Share-based compensation
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Purchase of treasury stock
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Balances at September 30, 2021
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$
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$
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$
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$
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(
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$
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(
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$
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Three Months Ended September 30, 2020
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Balances at June 30, 2020
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$
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$
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$
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$
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(
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$
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Net earnings
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-
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Other comprehensive income
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-
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Cash dividends paid – $
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(
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-
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Share-based compensation
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Other
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Balances at September 30, 2020
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$
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$
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$
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$
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(
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$
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(
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$
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Nine Months Ended September 30, 2021
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Balances at December 31, 2020
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$
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$
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$
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$
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(
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$
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(
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$
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Net earnings
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-
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Other comprehensive loss
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-
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(
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(
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Cash dividends paid – $
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(
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-
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Share-based compensation
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Non-vested stock issued upon vesting
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Benefit plans
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Purchase of treasury stock
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Other
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(
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Balances at September 30, 2021
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$
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$
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$
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$
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(
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$
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(
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$
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Nine Months Ended September 30, 2020
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Balances at December 31, 2019
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$
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$
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$
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$
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(
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$
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(
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$
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Net earnings
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-
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Other comprehensive loss
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-
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(
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(
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Cash dividends paid – $
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(
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-
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Share-based compensation
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Non-vested stock issued upon vesting
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Benefit plans
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Adoption of ASU 2016-13
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Other
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Balances at September 30, 2020
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$
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$
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$
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$
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(
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$
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(
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$
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See accompanying notes to consolidated condensed financial statements.
SENSIENT TECHNOLOGIES
CORPORATION
(Unaudited)
|
1.
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Accounting Policies
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In the opinion of Sensient Technologies Corporation (the
Company), the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) that are necessary to present fairly the financial
position of the Company as of September 30, 2021; the results of operations, comprehensive income, and shareholders’ equity for the three and nine months ended September 30, 2021 and 2020; and
cash flows for the nine months ended September 30, 2021 and 2020. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.
The
preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates. Expenses are charged to operations in the period incurred.
Recently
Adopted Accounting Pronouncements
In
December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which clarifies and
simplifies aspects of the accounting for income taxes. ASU 2019-12 is effective for public business entities beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU
2019-12 on January 1, 2021, using retrospective, modified retrospective, or prospective basis for certain amendments. There was no impact to the consolidated financial statements.
Recently
Issued Accounting Pronouncements
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which
provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other inter-bank offered rates to
alternative rates. The guidance is effective upon issuance and generally can be applied through December 31, 2022. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements and its related
disclosures.
Please refer to the notes in the Company’s annual consolidated financial statements for the year ended December 31, 2020, for additional details of the Company’s financial condition and a description of the
Company’s accounting policies, which have been continued without change.
| 2. |
Divestitures
|
In October 2019, the Company announced its
intent to divest its inks, fragrances (excluding its essential oils product line), and yogurt fruit preparations product lines. The divesting and exit of these three product lines does not meet the criteria to be presented as a discontinued operation on the Consolidated Statements of Earnings.
On June 30,
2020, the Company completed the sale of its inks product line. In 2021 and 2020, the Company received $0.5 million and $11.6 million of net cash, respectively, as part of the sale.
On September
18, 2020, the Company completed the sale of its yogurt fruit preparations product line for $1.0 million. The sale included an earnout
based on future performance, which could result in additional cash consideration for the Company.
On April 1, 2021, the Company completed the sale of its fragrances product line (excluding its
essential oils product line) for $36.3 million of net cash. As a result of the completion of the sale, the Company recorded a non-cash net loss of $11.3 million, for the nine months ended September 30, 2021, primarily related to the reclassification of accumulated foreign currency translation and
related items from Accumulated Other Comprehensive Loss to Selling and Administrative Expenses in the Consolidated Statements of Earnings.
The assets and liabilities related to the
inks and fragrances (excluding its essential oils product line) product lines are recorded in Assets Held for Sale and Liabilities Held for Sale as of December 31,
2020, as follows:
|
(In thousands)
|
December 31,
2020
|
|||
|
Assets held
for sale:
|
||||
|
Trade
accounts receivable
|
$
|
|
||
|
Inventories
|
|
|||
|
Prepaid
expenses and other current assets
|
|
|||
|
Property,
plant, and equipment, net
|
|
|||
|
Intangible
assets
|
|
|||
|
Assets held
for sale
|
$
|
|
||
|
Liabilities
held for sale:
|
||||
|
Trade
accounts payable
|
$
|
|
||
|
Accrued
salaries, wages, and withholdings from employees
|
|
|||
|
Other
accrued expenses
|
|
|||
|
Liabilities
held for sale
|
$
|
|
||
The Company reports all costs associated with the divestitures in Corporate & Other. The following table summarizes the divestiture & other related costs for the three months ended September 30, 2021:
|
(In
thousands)
|
Yogurt Fruit Preparations
|
Fragrances
|
Inks
|
Corporate/
Other
|
Total
|
|||||||||||||||
|
Other costs -
Selling and administrative expenses(1)
|
$ |
|
$ |
|
$ |
(
|
)
|
$ |
|
$ |
|
|||||||||
| (1) |
|
The Company reports all costs associated with the divestitures in Corporate & Other. The following table summarizes the divestiture & other related costs for the three months ended September 30, 2020:
|
(In
thousands)
|
Yogurt Fruit Preparations
|
Fragrances
|
Inks
|
Corporate/
Other
|
Total
|
|||||||||||||||
|
Other costs -
Selling and administrative expenses(1)
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||
| Other costs – Cost of Products Sold | ( |
) | ( |
) | ||||||||||||||||
|
Total
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
||||||||
| (1) |
|
The Company reports all costs associated with the divestitures in Corporate & Other. The following table summarizes the divestiture & other related costs for the nine months ended September 30, 2021:
|
(In
thousands)
|
Yogurt Fruit Preparations
|
Fragrances
|
Inks
|
Corporate/
Other
|
Total
|
|||||||||||||||
|
Non-cash
impairment charges – Selling and administrative expenses
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Non-cash
charges – Cost of products sold
|
|
|
(
|
)
|
|
|
||||||||||||||
|
Reclassification
of foreign currency translation and related items – Selling and administrative expenses
|
|
|
|
|
|
|||||||||||||||
|
Other costs -
Selling and administrative expenses(1)
|
|
|
(
|
)
|
|
|
||||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||||||
| (1) |
|
The Company reports all costs associated with the divestitures in Corporate & Other. The following table summarizes the divestiture & other related costs for the nine months ended September 30, 2020:
|
(In
thousands)
|
Yogurt Fruit Preparations
|
Fragrances
|
Inks
|
Corporate/
Other
|
Total
|
|||||||||||||||
|
Non-cash
impairment charges – Selling and administrative expenses
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
|
Non-cash
charges – Cost of products sold
|
|
|
(
|
)
|
|
|
||||||||||||||
|
Reclassification
of foreign currency translation and related items – Selling and administrative expenses
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
|
Other costs -
Selling and administrative expenses(1)
|
(
|
)
|
|
|
|
|
||||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
| (1) |
|
The Company recorded non-cash impairment charges in Selling and Administrative Expenses, primarily related to property, plant, and equipment and allocated goodwill, when the estimated fair value less costs to sell the product line was lower than its carrying value. The Company
recorded non-cash charges in Cost
of Products Sold to reduce the carrying value of certain
inventories when they were determined to be excess.
In March 2020, the Company was notified by the buyer of the Company’s fragrances product line that environmental sampling conducted at the Company’s
Granada, Spain location had identified the presence of contaminants in soil and groundwater in certain areas of the property. The Company records liabilities related to environmental remediation obligations when estimated future expenditures are
probable and the amount of the liability is reasonably estimable. The Company recorded $0.8 million in the three months ended June 30, 2020, based upon an environmental investigation and a
quantitative risk assessment performed by a consultant hired by the Company. During the nine months ended September 30, 2021, the Company recorded an additional $0.3 million related to these obligations in Selling and Administrative Expenses based on further analysis at the site during the period.
As of September 30, 2021, the Company estimates remaining 2021 divestiture & other related costs will not be significant.
| 3. |
Operational Improvement Plan
|
During
the third quarter of 2020, the Company approved an operational improvement plan (Operational Improvement Plan) to consolidate manufacturing facilities and improve efficiencies within the Company. As part of the Operational Improvement Plan, the
Company is combining its New Jersey cosmetics manufacturing facility in the Personal Care product line of the Color segment into its existing Color segment facility in Missouri. In addition, the Company is centralizing certain Flavors &
Extracts segment support functions in Europe into one location. In the Asia Pacific segment, the Company incurred costs in connection with the elimination of certain selling and administrative positions.
During
the second quarter of 2021, the Company received cash proceeds, net of associated expenses, in connection with the termination of a New Jersey office and laboratory space lease. The terminated lease was originally executed in November 2020 as part
of the Operational Improvement Plan; however, the landlord for the property requested to terminate the lease prior to the end of its term and compensated the Company as part of a negotiated resolution for that termination. The Company reports all
costs and income associated with the Operational Improvement Plan in Corporate & Other.
The
following table summarizes the Operational Improvement Plan income and expenses recorded in Selling and Administrative Expenses by segment for the three months ended September 30, 2021:
|
(In thousands)
|
Flavors & Extracts
|
Color
|
Asia Pacific
|
Consolidated
|
||||||||||||
|
Employee separation costs
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
Other costs
|
|
|
|
|
||||||||||||
|
Total expense (income)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||
The following table summarizes the Operational Improvement Plan expenses recorded in Selling and Administrative Expenses by segment for the nine months ended September 30, 2021:
|
(In thousands) |
Flavors & Extracts
|
Color
|
Asia Pacific
|
Consolidated
|
||||||||||||
|
Employee separation costs
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Other income(1)
|
|
(
|
)
|
|
(
|
)
|
||||||||||
|
Other costs(2)
|
|
|
|
|
||||||||||||
|
Total expense (income)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
| (1) |
|
|
|
(2) |
|
The following table summarizes the Operational Improvement Plan expenses by segment for the three and nine months ended September 30, 2020:
|
(In thousands) |
Flavors & Extracts
|
Color
|
Asia Pacific
|
Consolidated
|
||||||||||||
|
Employee separation costs – Selling and administrative
expenses
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Other costs – Selling and administrative
expenses(1)
|
|
|
|
|
||||||||||||
|
Other costs – Cost of products sold
|
|
|
|
|
||||||||||||
| Total expense |
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
|
(1) | |
As of September 30, 2021 and December 31, 2020, the Company recorded $1.0
million and $2.2 million, respectively, of accrued liabilities in Other Accrued Expenses on
the Company’s Consolidated Balance Sheet related to this plan. As of
September 30, 2021, the Company estimates remaining 2021 Operational Improvement Plan costs will not be significant.
| 4. |
Acquisition
|
On July 15, 2021, the Company acquired substantially all of the assets of Flavor Solutions, Inc., a flavors business located in New Jersey. The
purchase price of this acquisition was $14.9 million in cash with approximately $1.0 million of such amount being held back by the Company for 12 months in
order to satisfy post-closing indemnification claims that may arise. The assets acquired and liabilities assumed were recorded at their estimated fair value as of the acquisition date. The Company acquired net assets of $0.4 million and identified intangible assets, principally customer relationships, of $5.0 million. The remaining $9.5 million was allocated to goodwill. This
business is now part of the Flavors & Extracts segment.
|
5.
|
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, including the current and expected impact of COVID-19. Currently, the COVID-19 pandemic has not had, and is not anticipated to have, a material impact on trade accounts receivable. 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 tables summarize the changes in
the allowance for doubtful accounts during the three and nine month periods ended September 30, 2021 and 2020:
|
(In thousands)
Three Months Ended September 30, 2021
|
Allowance for
Doubtful Accounts
|
|||
|
Balance at June
30, 2021
|
$
|
|
||
|
Provision for
expected credit losses
|
|
|||
|
Accounts
written off
|
(
|
)
|
||
|
Translation and
other activity
|
(
|
)
|
||
|
Balance at
September 30, 2021
|
$
|
|
||
|
(In thousands)
Three Months Ended September 30, 2020
|
Allowance for
Doubtful Accounts
|
|||
|
Balance at June 30, 2020
|
$
|
|
||
|
Provision for
expected credit losses
|
|
|||
|
Accounts
written off
|
(
|
)
|
||
|
Translation and
other activity
|
|
|||
|
Balance at
September 30, 2020
|
$
|
|
||
|
(In thousands)
Nine
Months Ended September 30, 2021
|
Allowance for
Doubtful Accounts
|
|||
|
Balance at
December 31, 2020
|
$
|
|
||
|
Provision for
expected credit losses
|
|
|||
|
Accounts
written off
|
(
|
)
|
||
|
Translation and
other activity
|
(
|
)
|
||
|
Balance at
September 30, 2021
|
$
|
|
||
|
(In thousands)
Nine
Months Ended September 30, 2020
|
Allowance for
Doubtful Accounts
|
|||
|
Balance at
December 31, 2019
|
$
|
|
||
| Adoption of ASU 2016-13 | ||||
|
Provision for
expected credit losses
|
|
|||
|
Accounts
written off
|
( |
) | ||
| Divestiture |
( |
) | ||
|
Translation and
other activity
|
( |
) | ||
|
Balance at
September 30, 2020
|
$ | |||
| 6. |
Inventories
|
At September 30, 2021, and December 31, 2020, inventories included finished and in-process products totaling $263.8 million and $268.1 million, respectively, and raw materials and supplies of $128.4 million and $113.2 million, respectively.
| 7. |
Debt
|
On May 5, 2021, the Company entered into a
Third Amended and Restated Credit Agreement (Credit Agreement) and terminated the $145 million term loan facility (which had no amounts outstanding).
The Credit Agreement provides for a $350 million senior unsecured revolving credit facility, with up to $20 million of the facility being available as a sub-facility for standby and commercial letters of credit and sub-limits of up to $50 million on swing line loans. The Credit Agreement also extended the maturity of the Company’s revolving credit facility from to and modified
certain other provisions. Funds are available in U.S. dollars, Canadian dollars, Euros, Swiss Francs, and other major currencies. Proceeds from the facility will be used to refinance existing indebtedness of the Company, for working capital, and
other general corporate purpose needs of the Company. On May 6, 2021, the Company also amended its note purchase agreements to make substantially conforming changes as were made to the Credit Agreement. On October 1, 2021, the Company amended its
existing accounts receivable securitization program. See Note 15, Subsequent Events, for further details.
| 8. |
Fair Value
|
Accounting
Standards Codification 820, Fair Value Measurement, defines fair value for financial assets and liabilities, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value
measurements. As of September 30, 2021 and December 31, 2020, 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 an asset of $0.4 million and $0.5 million as of September 30, 2021 and December 31, 2020, 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 September 30, 2021 and December 31, 2020. 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 September 30, 2021 and December 31, 2020, was $491.4 million and $526.9 million,
respectively. The fair value of the long-term debt at September 30, 2021 and December 31, 2020, was $512.1 million and $556.1 million, respectively.
| 9. |
Segment Information
|
The Company evaluates performance based on
operating income before divestiture & other related costs, share-based compensation, restructuring and other charges including operational improvement 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.
The Company determines its operating segments
based on information utilized by its chief operating decision maker to allocate resources and assess performance. The Company’s three
reportable segments are the Flavors & Extracts and Color segments, which are both managed on a product line basis, and the Asia Pacific segment, which is managed on a geographic basis. The Company’s Flavors & Extracts segment produces flavor
and fragrance products that impart a desired taste, texture, aroma, or other characteristic to a broad range of consumers and other products. The Color segment produces natural and synthetic color systems for foods, beverages, pharmaceuticals and
nutraceuticals; colors, ingredients, and systems for cosmetics; and specialty inks and technical colors for industrial applications. The Asia Pacific segment is managed on a geographic basis and produces and distributes color and flavor products for
the Asia Pacific countries. The Company’s corporate expenses, divestiture & other related costs, share-based compensation, operational improvement plan expenses, and other costs are included in the “Corporate & Other” category.
Divestiture & other related costs and
operational improvement plan costs, for the three and nine months ended September 30, 2021 and 2020, are further described in Note 2, Divestitures, and Note 3, Operational
Improvement 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.
Operating results by segment for the periods
presented are as follows:
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia
Pacific
|
Corporate
& Other
|
Consolidated
|
|||||||||||||||
|
Three months ended September 30, 2021:
|
||||||||||||||||||||
|
Revenue from
external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Intersegment
revenue
|
|
|
|
|
|
|||||||||||||||
|
Total revenue
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Operating
income (loss)
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
|
Interest
expense
|
|
|
|
|
|
|||||||||||||||
|
Earnings (loss)
before income taxes
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
|
Three months ended September 30, 2020:
|
||||||||||||||||||||
|
Revenue from
external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Intersegment
revenue
|
|
|
|
|
|
|||||||||||||||
|
Total revenue
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Operating
income (loss)
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
|
Interest
expense
|
|
|
|
|
|
|||||||||||||||
|
Earnings (loss)
before income taxes
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia
Pacific
|
Corporate
& Other
|
Consolidated
|
|||||||||||||||
|
Nine months ended September 30,
2021:
|
||||||||||||||||||||
|
Revenue from
external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Intersegment
revenue
|
|
|
|
|
|
|||||||||||||||
|
Total revenue
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Operating
income (loss)
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
|
Interest
expense
|
|
|
|
|
|
|||||||||||||||
|
Earnings (loss)
before income taxes
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
|
Nine months ended September 30,
2020:
|
||||||||||||||||||||
|
Revenue from
external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Intersegment
revenue
|
|
|
|
|
|
|||||||||||||||
|
Total revenue
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Operating
income (loss)
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
|
Interest
expense
|
|
|
|
|
|
|||||||||||||||
|
Earnings (loss)
before income taxes
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||
Product Lines
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Consolidated
|
||||||||||||
|
Three months ended September 30, 2021:
|
||||||||||||||||
|
Flavors,
Extracts & Flavor Ingredients
|
$
|
|
$
|
-
|
$
|
-
|
$
|
|
||||||||
|
Natural
Ingredients
|
|
-
|
-
|
|
||||||||||||
|
Yogurt Fruit
Preparations
|
|
-
|
-
|
|
||||||||||||
|
Food &
Pharmaceutical Colors
|
-
|
|
-
|
|
||||||||||||
|
Personal Care
|
-
|
|
-
|
|
||||||||||||
|
Inks
|
-
|
|
-
|
|
||||||||||||
|
Asia Pacific
|
-
|
-
|
|
|
||||||||||||
|
Intersegment
Revenue
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Total revenue
from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Three months ended September 30, 2020:
|
||||||||||||||||
|
Flavors,
Extracts & Flavor Ingredients
|
$
|
|
$
|
-
|
$
|
-
|
$
|
|
||||||||
|
Natural
Ingredients
|
|
-
|
-
|
|
||||||||||||
|
Fragrances
|
|
-
|
-
|
|
||||||||||||
|
Yogurt Fruit
Preparations
|
|
-
|
-
|
|
||||||||||||
|
Food &
Pharmaceutical Colors
|
-
|
|
-
|
|
||||||||||||
|
Personal Care
|
-
|
|
-
|
|
||||||||||||
|
Inks
|
-
|
|
-
|
|
||||||||||||
|
Asia Pacific
|
-
|
-
|
|
|
||||||||||||
|
Intersegment
Revenue
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Total revenue
from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Consolidated
|
||||||||||||
|
Nine months ended September 30,
2021:
|
||||||||||||||||
|
Flavors,
Extracts & Flavor Ingredients
|
$
|
|
$
|
-
|
$
|
-
|
$
|
|
||||||||
|
Natural
Ingredients
|
|
-
|
-
|
|
||||||||||||
|
Fragrances
|
|
-
|
-
|
|
||||||||||||
|
Yogurt Fruit
Preparations
|
|
-
|
-
|
|
||||||||||||
|
Food &
Pharmaceutical Colors
|
-
|
|
-
|
|
||||||||||||
|
Personal Care
|
-
|
|
-
|
|
||||||||||||
|
Inks
|
-
|
|
-
|
|
||||||||||||
|
Asia Pacific
|
-
|
-
|
|
|
||||||||||||
|
Intersegment
Revenue
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Total revenue
from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Nine months ended September 30, 2020:
|
||||||||||||||||
|
Flavors,
Extracts & Flavor Ingredients
|
$
|
|
$
|
-
|
$
|
-
|
$
|
|
||||||||
|
Natural
Ingredients
|
|
-
|
-
|
|
||||||||||||
|
Fragrances
|
|
-
|
-
|
|
||||||||||||
|
Yogurt Fruit
Preparations
|
|
-
|
-
|
|
||||||||||||
|
Food &
Pharmaceutical Colors
|
-
|
|
-
|
|
||||||||||||
|
Personal Care
|
-
|
|
-
|
|
||||||||||||
|
Inks
|
-
|
|
-
|
|
||||||||||||
|
Asia Pacific
|
-
|
-
|
|
|
||||||||||||
|
Intersegment
Revenue
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Total revenue
from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Geographic Markets
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Consolidated
|
||||||||||||
|
Three months ended September 30, 2021:
|
||||||||||||||||
|
North America
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Europe
|
|
|
|
|
||||||||||||
|
Asia Pacific
|
|
|
|
|
||||||||||||
|
Other
|
|
|
|
|
||||||||||||
|
Total revenue
from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Three months ended September 30, 2020:
|
||||||||||||||||
|
North America
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Europe
|
|
|
|
|
||||||||||||
|
Asia Pacific
|
|
|
|
|
||||||||||||
|
Other
|
|
|
|
|
||||||||||||
|
Total revenue
from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Consolidated
|
||||||||||||
|
Nine months ended September 30,
2021:
|
||||||||||||||||
|
North America
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Europe
|
|
|
|
|
||||||||||||
|
Asia Pacific
|
|
|
|
|
||||||||||||
|
Other
|
|
|
|
|
||||||||||||
|
Total revenue
from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Nine months ended September 30,
2020:
|
||||||||||||||||
|
North America
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Europe
|
|
|
|
|
||||||||||||
|
Asia Pacific
|
|
|
|
|
||||||||||||
|
Other
|
|
|
|
|
||||||||||||
|
Total revenue
from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|||||||
| 10. |
Retirement Plans
|
The Company’s components of annual benefit cost for the defined benefit plans for
the periods presented are as follows:
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
|
(In thousands)
|
2021
|
2020
|
2021
|
2020
|
||||||||||||
|
Service cost
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Interest cost
|
|
|
|
|
||||||||||||
|
Expected return on plan assets
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Recognized actuarial loss
|
|
|
|
|
||||||||||||
|
Total defined benefit expense
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
The Company’s non-service cost portion of defined benefit expense is recorded in Interest Expense on the Company’s Consolidated Statements of Earnings. The Company’s service cost portion of defined benefit expense is recorded in Selling and Administrative
Expenses on the Company’s Consolidated Statements of Earnings.
| 11. |
Derivative Instruments and Hedging
Activity
|
The
Company may use forward exchange contracts and foreign currency denominated debt to manage its exposure to foreign exchange risk in order to reduce the effect of fluctuating foreign currencies on short-term foreign currency denominated intercompany
transactions, non-functional currency raw material purchases, non-functional currency sales, and other known foreign currency exposures. These forward exchange contracts generally have maturities of less than 18 months. The Company’s primary hedging activities and their accounting treatment are summarized below.
Forward exchange contracts – Certain forward exchange contracts have been designated as cash flow hedges. The Company had $15.1 million and $54.1 million of forward
exchange contracts designated as cash flow hedges outstanding as of September 30, 2021 and December 31, 2020, respectively. For the three months ended September 30, 2021 and 2020, gains of $0.3
million and losses of $0.2 million, respectively, were reclassified into net earnings in the Company’s Consolidated Statement of Earnings
that offset the underlying transactions’ impact on earnings in the same period. For the nine months ended September 30, 2021 and 2020, gains of $1.1
million and losses of $1.4 million, respectively, were reclassified into net earnings in the Company’s Consolidated Statement of Earnings that offset the underlying transactions’ impact on earnings in
the same period. In addition, the Company utilizes forward exchange contracts that are not designated as cash flow hedges. The results of these transactions were 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 September 30, 2021 and December 31, 2020, the total value of the Company’s
net investment hedges was $293.3 million and $325.0 million, respectively. These net investment hedges included 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 Other Comprehensive Income (OCI). For the three months ended September 30, 2021 and 2020, the impact of foreign exchange rates on these debt instruments decreased debt by $7.2 million and increased debt by
$13.1 million, respectively, which has been recorded as foreign currency translation in OCI. For the nine months ended September 30, 2021 and 2020, the impact of foreign exchange rates on these
debt instruments decreased debt by $14.1 million and increased debt by $9.8 million, respectively, which
has been recorded as foreign currency translation in OCI. For the three and nine months ended September 30, 2021, losses of $4.2
| 12. |
Income Taxes
|
The effective income tax rates for the three months ended September 30,
2021 and 2020, were 22.8 % and 12.6 %,
respectively. For the nine months ended September 30, 2021 and 2020, the effective income tax rates were 23.6 % and 20.8 %, respectively. The effective tax rates for the three and nine months ended September 30, 2021 and 2020 were both impacted by changes in
valuation allowances, changes in estimates associated with the finalization of prior year foreign tax items, changes in deferred tax assets and liabilities due to newly enacted tax rates, audit settlements,
and the mix of foreign earnings. The three and nine months ended September 30, 2020, were also impacted by a change in a reserve for an uncertain tax position.
On March 27, 2020, President Trump signed into law
the Coronavirus Aid, Relief and Economic Security Act (CARES Act). The CARES Act allows for the deferral of income and social security tax payments, a five-year carryback for net operating losses, changes to interest expense and business loss
limitation rules, certain new tax credits, and certain new loans and grants to businesses. The Company has reviewed its income tax assumptions and projections in light of the CARES Act and has determined the CARES Act does not materially impact the
Company’s income tax expense or projections. As of September 30, 2021, the Company has deferred certain payroll tax payments of $5.5
million as permitted by the CARES Act.
| 13. |
Accumulated Other Comprehensive Income
|
The following table summarizes the changes in OCI during the three
and nine month periods ended September 30, 2021 and 2020:
|
(In thousands)
|
Cash Flow
Hedges (1)
|
Pension
Items (1)
|
Foreign
Currency
Items
|
Total
|
||||||||||||
|
Balances at December 31, 2020
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
Other comprehensive income (loss)
before reclassifications
|
|
|
(
|
)
|
(
|
)
|
||||||||||
|
Amounts reclassified from OCI
|
(
|
)
|
|
|
|
|||||||||||
|
Balances at September 30, 2021
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
(In thousands)
|
Cash Flow
Hedges (1)
|
Pension
Items (1)
|
Foreign
Currency
Items
|
Total
|
||||||||||||
|
Balances at June 30, 2021
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
Other comprehensive loss before
reclassifications
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||
|
Amounts reclassified from OCI
|
(
|
)
|
|
|
(
|
)
|
||||||||||
|
Balances at September 30, 2021
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
(In thousands)
|
Cash Flow
Hedges (1)
|
Pension
Items (1)
|
Foreign
Currency
Items
|
Total
|
||||||||||||
|
Balances at December 31, 2019
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Other comprehensive loss before
reclassifications
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||
|
Amounts reclassified from OCI
|
|
|
(
|
)
|
(
|
)
|
||||||||||
|
Balances at September 30, 2020
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
(In thousands)
|
Cash Flow
Hedges (1)
|
Pension
Items (1)
|
Foreign
Currency
Items
|
Total
|
||||||||||||
|
Balances at June 30, 2020
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Other comprehensive income before
reclassifications
|
|
|
|
|
||||||||||||
|
Amounts reclassified from OCI
|
|
|
(
|
)
|
(
|
)
|
||||||||||
|
Balances at September 30, 2020
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
| (1) |
|
| 14. |
Commitments and Contingencies
|
Agar
v. Sensient Natural Ingredients LLC
On March
29, 2019, Calvin Agar (Agar), a former employee, filed a Class Action Complaint in Stanislaus County Superior Court against Sensient Natural Ingredients LLC (SNI). On May 22, 2019, Agar filed a First Amended Class Action Complaint against SNI (the
Complaint). Agar alleges that SNI improperly reported overtime pay on employees’ wage statements, in violation of the California Labor Code. The Complaint alleges two causes of action, both of which concern the wage statements.
The
Complaint does not allege that SNI failed to pay any overtime due to Agar or any of the putative class or group members. The Complaint merely challenges the manner in which SNI has reported overtime pay on its wage statements.
SNI
maintains that it has accurately paid Agar and the putative class members for all overtime worked, and that they have not experienced any harm. SNI further maintains that the format of its wage statements does not violate the requirements of state
law or any specific guidance from California decisional law, the California Division of Labor Standards Enforcement, or the California Labor Commissioner's Office. Finally, SNI contended that certain of the state law claims are subject to mandatory
individual arbitration.
SNI filed
its Answer and Affirmative Defenses to the Complaint on July 10, 2019. The parties participated in an early mediation in the case in December 2019, which was not successful. On March 17, 2020, the Court granted Agar leave to file a Second Amended
Complaint, which removed the claim that SNI had asserted was subject to mandatory individual arbitration. SNI filed a Demurrer to the Second Amended Complaint, seeking dismissal of the remaining claim, on May 1, 2020. The Court overruled the Demurrer
on September 1, 2020. SNI requested discretionary appellate review of this decision. The Court of Appeal of the State of California, Fifth Appellate District granted SNI’s application on February 19, 2021 and ordered briefing by the parties.
Discovery is currently stayed in the matter pending the outcome of appellate review. SNI continues to evaluate the developing legal authority on this issue. SNI intends to continue to vigorously defend its interests, absent a reasonable resolution.
Kelley
v. Sensient Natural Ingredients LLC; Bryan v. Sensient Natural Ingredients LLC
On March
4, 2020, Monique Kelley filed a Class Action Complaint against SNI in Merced County Superior Court in California. Ms. Kelley worked at SNI for less than a week in 2017 through a temporary staffing company. Ms. Kelley has brought suit for purported
violations of the California Labor Code and the California Business and Professions Code on her own behalf, and on behalf of all current and former California-based hourly-paid or non-exempt employees of SNI. Ms. Kelley specifically asserts claims
for unpaid overtime wages, unpaid minimum wages, unpaid meal and rest break premiums, failure to timely pay final wages upon termination, non-compliant wage statements, and unreimbursed business expenses. SNI filed a Demurrer on May 21, 2020, seeking
dismissal of the Complaint in its entirety on the grounds that it contains only boilerplate allegations that fail to state facts sufficient to constitute a cause of action, and it is otherwise uncertain, ambiguous, and unintelligible. SNI further
sought dismissal of one cause of action based upon the statute of limitations. SNI simultaneously filed a Motion to Strike certain allegations in the Complaint as improperly pled. The Court sustained the Demurrer with leave to amend on August 25,
2020. The Court also granted the Motion to Strike. Ms. Kelley has amended her original pleading, asserting the same causes of action, to which SNI has filed a responsive pleading. The parties have begun discovery.
On June
15, 2020, the same law firm representing Ms. Kelley also filed notice with the State of California of the intent to pursue a claim on a representative basis pursuant to the California Private Attorneys General Act of 2004 (PAGA). This notice was
served on behalf of Julie Bryan, who worked at SNI through a temporary staffing agency in early 2020. The notice states the intent to pursue relief on behalf of Ms. Bryan as well as other alleged aggrieved employees, identified as all current and
former hourly or non-exempt employees of SNI, whether hired directly or through staffing agencies or labor contractors. The notice alleges that SNI failed to properly pay Ms. Bryan and the other alleged aggrieved employees for all hours worked,
failed to properly provide or compensate minimum and overtime wages and for meal and rest breaks, failed to issue compliant wage statements, and failed to reimburse for all necessary business-related expenses, in violation of the California Labor
Code and California Industrial Welfare Commission Orders. On August 19, 2020, Ms. Bryan filed a Complaint in Merced County Superior Court asserting the claims set forth in her PAGA notice. SNI filed its Answer and Affirmative Defenses, and the
parties entered the discovery phase of the case. On May 20, 2021, however, Ms. Bryan filed a Request for Dismissal of her action, without prejudice.
On April
26, 2021, prior to the filing of the above-referenced Notice of Dismissal, the same law firm filed an additional notice with the State of California of the intent to pursue a claim on a representative basis pursuant to PAGA. This notice was served on
behalf of Patrick Walters, an employee of SNI. The notice states the intent to pursue relief on behalf of Mr. Walters as well as other alleged aggrieved employees, identified as all current and former hourly or non-exempt employees of SNI, whether
hired directly or through staffing agencies. The notice alleges that SNI failed to properly pay Mr. Walters and the other alleged aggrieved employees for all hours worked, failed to properly provide or compensate minimum and overtime wages and for
meal and rest breaks, failed to issue compliant wage statements, and failed to reimburse for all necessary business-related expenses, in violation of the California Labor Code and California Industrial Welfare Commission Orders. On July 30, 2021, Mr.
Walters filed a Complaint in Merced County Superior Court asserting the claims set forth in his PAGA notice. SNI filed its Answer and Affirmative Defenses in response. SNI intends to vigorously defend its interests in both the Kelley and Walters
matters, absent a reasonable resolution.
Sofia
Rodriguez v. Sensient Natural Ingredients LLC and One Source Staffing Solutions, Inc.
On June
10, 2021, Sofia Rodriguez filed notice with the State of California of the intent to pursue a claim on a representative basis pursuant to PAGA. The notice was served on behalf of Ms. Rodriguez, who worked at SNI through One Source Staffing Solutions,
Inc. for five months in 2020. The notice states the intent to pursue relief on behalf of Ms. Rodriguez as well as other alleged aggrieved
employees, identified as all non-exempt employees who worked for Defendants in the State of California, and who were paid on an hourly basis. The notice alleges that SNI failed to allow Ms. Rodriguez and the other alleged aggrieved employees to take
statutorily required meal and rest periods. The notice further alleges that Defendants suffered and permitted Ms. Rodriguez and other alleged aggrieved employees to work off the clock, failed to pay for all hours worked, failed to properly provide or
compensate for minimum and overtime wages, failed to issue compliant wage statements, and failed to pay wages owed upon termination of employment, in violation of the California Labor Code. Ms. Rodriguez also asserts that she was taken off the
schedule and not returned to work after complaining about the alleged wage and hour violations set forth in the PAGA notice. On August 17, 2021, Ms. Rodriguez filed a Complaint in Stanislaus County Superior Court asserting the claims set forth in her
PAGA notice. SNI intends to vigorously defend its interests in the Rodriguez matter, absent a reasonable resolution.
Other
Claims
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.
See Note
2, Divestitures, for information about estimated environmental remediation costs associated with our Granada, Spain, location.
| 15. |
Subsequent Events
|
On
October 1, 2021, the Company amended its existing accounts receivable securitization program with Wells Fargo Bank, National Association (Wells Fargo) to (a) decrease the facility limit amount from $65 million to $30 million with an option for the Company to make a
one-time request for an increase in the facility limit by an amount not to exceed $35 million (with such increase being made at the
discretion of Wells Fargo), (b) extend the termination date of the program from October 1, 2021 to October 1, 2022, and (c) add mechanics relating to the transition from the use of London Interbank Offered Rate to Secured Overnight Financing Rate or
such other replacement benchmark rate upon the occurrence of certain transition events or elections made by the parties, in each case pursuant to the terms of the amendment.
On October 14, 2021 , the Company announced its quarterly dividend of $0.41 per share would be payable on December 1, 2021 .
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 September 30, 2021, 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 impact and uncertainty created by the ongoing COVID-19 pandemic, including, but not limited to, its effects on our employees, facilities,
customers, and suppliers, the availability and cost of energy, raw materials, and other supplies, the availability of logistics and transportation, governmental regulations and restrictions, and general economic conditions; 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 and changing technologies; 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 operational improvement plan; the effectiveness of the Company’s past restructuring activities;
changes in costs of raw materials, including energy; industry, regulatory, legal, and economic factors related to the Company’s domestic and international business; the effects of tariffs, trade barriers, and disputes; growth in markets for
products in which the Company competes; industry and customer acceptance of price increases; actions by competitors; currency exchange rate fluctuations; and the matters discussed under Item 1A of the Company’s Annual Report on Form 10-K for the
year ended December 31, 2020, as updated below under Part II, Item 1A. Except to the extent required by applicable law, the Company does not undertake to publicly update or revise its forward-looking statements even if experience or future
changes make it clear that any projected results expressed or implied therein will not be realized.
OVERVIEW
Revenue
Revenue was $344.3 million and $323.6 million for the three months ended September 30, 2021 and 2020, respectively. Revenue was $1.0 billion and $997.3 million for the nine months ended September 30, 2021 and 2020,
respectively. For the three and nine months ended September 30, 2021, the impact of foreign exchange rates increased consolidated revenue by approximately 1% and 3%, respectively.
Gross Margin
The Company’s gross margin was 33.4% and 32.7% for the three months ended September 30, 2021 and 2020, respectively. The increase in gross margin was primarily due to higher Color segment volumes.
The Company’s gross margin was 32.9% and 32.1% for the nine months ended September 30, 2021 and 2020, respectively. The increase in gross margin was primarily due to higher Flavor & Extracts segment volumes and
the impact of the divestiture & other related costs in the prior year period.
Selling and Administrative Expenses
Selling and administrative expense as a percent of revenue was 19.8% and 19.9% for the three months ended September 30, 2021 and 2020, respectively. Selling and administrative expense as a percent of revenue was
20.5% and 20.2% for the nine months ended September 30, 2021 and 2020, respectively.
Selling and administrative expenses included divestiture & other related costs and operational improvement plan costs and income totaling $0.7 million and $11.5 million for the three and nine months ended
September 30, 2021, respectively, and $2.9 million and $11.3 million for the three and nine months ended September 30, 2020, respectively.
Operating Income
Operating income was $47.0 million and $41.2 million for the three months ended September 30, 2021 and 2020, respectively. Operating margins were 13.6% and 12.7% for the three months ended September 30, 2021 and
2020, respectively. The increase in operating margin is primarily due to lower operational improvement plan and divestiture & other related costs, which decreased operating margins by 20 and 90 basis points for the three months ended
September 30, 2021 and 2020, respectively.
Operating income was $129.6 million and $117.8 million for the nine months ended September 30, 2021 and 2020, respectively. Operating margins were 12.5% and 11.8% for the nine months ended September 30, 2021 and
2020, respectively. The increase in operating margins was primarily due to an increase in margins in the Flavors & Extracts segment and the net impact of lower divestiture & other related costs and operational improvement plan income. The
net impact of divestiture & other related costs offset by operational improvement plan income, decreased operating margins by 110 and 130 basis points for the nine months ended September 30, 2021 and 2020, respectively.
Interest Expense
Interest expense was $3.0 million and $3.5 million for the three months ended September 30, 2021 and 2020, respectively, and $9.8 million and $11.4 million for the nine months ended September 30, 2021 and 2020,
respectively. For the three and nine months ended September 30, 2021, the decrease in expense compared to the prior year comparable period was primarily due to the decrease in the average debt outstanding.
Income Taxes
The effective income tax rates for the three months ended September 30, 2021 and 2020, were 22.8% and 12.6%, respectively. For the nine months ended September 30, 2021 and 2020, the effective income tax rates were
23.6% and 20.8%, respectively. The effective tax rates for the three and nine months ended September 30, 2021 and 2020 were both impacted by changes in valuation allowances, changes in estimates associated with the finalization of prior year
foreign tax items, changes in deferred tax assets and liabilities due to newly enacted tax rates, audit settlements, and the mix of foreign earnings. The three and nine months ended September 30, 2020, were also impacted by a change in a reserve
for an uncertain tax position.
Divestitures
In October 2019, the Company announced its intent to divest its inks, fragrances (excluding its essential oils product line), and yogurt fruit preparations product lines. The divesting and exit of these three product
lines does not meet the criteria to be presented as a discontinued operation on the Consolidated Statements of Earnings.
On June 30, 2020, the Company completed the sale of its inks product line. In 2021 and 2020, the Company received $0.5 million and $11.6 million of net cash, respectively, as part of the sale.
On September 18, 2020, the Company completed the sale of its yogurt fruit preparations product line for $1.0 million. The sale included an earnout based on future performance, which could result in additional cash
consideration for the Company.
On April 1, 2021, the Company completed the sale of its fragrances product line (excluding its essential oils product line) for $36.3 million of net cash. As a result of the completion of the sale, the Company
recorded a non-cash net loss of $11.3 million, for the nine months ended September 30, 2021, primarily related to the reclassification of accumulated foreign currency translation and related items from Accumulated
Other Comprehensive Loss to Selling and Administrative Expenses in the Consolidated Statements of Earnings.
Acquisition
On July 15, 2021, the Company acquired substantially all of the assets of Flavor Solutions, Inc., a flavors business located in New Jersey. The purchase price of this acquisition was $14.9 million in cash with
approximately $1.0 million of such amount being held back by the Company for 12 months in order to satisfy post-closing indemnification claims that may arise. This business is now part of the Flavors & Extracts segment.
Operational Improvement Plan
During the third quarter of 2020, the Company approved an operational improvement plan (Operational Improvement Plan) to consolidate manufacturing facilities and improve efficiencies within the Company. As part of
the Operational Improvement Plan, the Company is combining its New Jersey cosmetics manufacturing facility in the Personal Care product line of the Color segment into its existing Color segment facility in Missouri. In addition, the Company is
centralizing certain Flavors & Extracts segment support functions in Europe into one location. In the Asia Pacific segment, the Company incurred costs in connection with the elimination of certain selling and administrative positions. The
Company reports all costs associated with the Operational Improvement Plan in Corporate & Other.
During the second quarter of 2021, the Company received cash proceeds, net of associated expenses, in connection with the termination of a New Jersey office and laboratory space lease. The terminated lease was
originally executed in November 2020 as part of the Operational Improvement Plan; however, the landlord for the property requested to terminate the lease prior to the end of its term and compensated the Company as part of a negotiated resolution
for that termination.
In the three and nine months ended September 30, 2021, the Company recorded costs of $0.5 million and income of $2.0 million, respectively, related to the Operational Improvement Plan. The income in the nine month
period primarily related to the gain associated with the terminated New Jersey lease. In both the three and nine months ended September 30, 2020, the Company recorded costs of $2.6 million, primarily related to employee separation expenses.
COVID-19
COVID-19 has adversely affected, and is expected to continue to adversely affect, most of the world, including through widespread illness, quarantines, factory shutdowns, and travel and transportation disruptions.
While the Company’s financial position remains strong, the Company has seen several financial and operational impacts from the pandemic as of this filing.
For the three and nine months ended September 30, 2021, demand for many of the Company’s products remained strong, especially in product lines that serve the food and beverage markets. There has been continued softer
demand in other product lines the Company serves, particularly in the cosmetics product line and some product lines that supply the quick service restaurant segment due to continued widespread restaurant capacity and other operating restrictions.
While COVID-19 appears to have initially contributed to demand for food-related products and dampened demand for personal care related products, it is difficult to quantify the continuing and future impact of COVID-19 on demand for the Company’s
products.
During the first quarter of 2020, the Company had a production facility in China and a production facility in India that were required to temporarily suspend operations. In addition, during the fourth quarter of
2020, the Company had a production facility in China that was required to temporarily suspend operations. All of the Company’s production facilities are open and operating as of this filing, but the Company continues to monitor developments and
regulations in regions where its production facilities are located. The Company also continues to monitor supply chains and has increased inventory in certain key raw materials and fast moving finished goods. Supply chains and logistics
operations have been adversely impacted during the pandemic, but the Company did not experience any significant supply disruptions related to COVID-19 during the three and nine months ended September 30, 2021.
As of September 30, 2021, the Company continues to be in compliance with its financial loan covenants and does not anticipate any non-compliance in the future. COVID-19 has not adversely impacted the Company’s
capital or financial resources. Furthermore, the Company expects its forecasted cash flows from operations and its available debt capacity will be able to meet future cash requirements for operations, capital expenditures, contractual maturities
on long-term debt, stock repurchases, and dividend payments.
The Company continues to monitor its trade accounts receivables for potential collection issues and has not identified any significant concerns as of this filing. The Company will continue to monitor cash collections
and review trade receivable aging to identify any deterioration in quality.
The Company continues to believe its internal controls over financial reporting and its disclosure controls and procedures are effective to ensure their design and operation continue to be effective as some employees
outside the United States periodically perform tasks from alternative work locations. Internal audit continues to perform their audit procedures as planned, though some audit procedures are performed remotely for locations outside the United
States where it is not reasonably possible to perform audit procedures in-person.
Overall, governmental and social responses to the COVID-19 pandemic continue to evolve. In particular, there continues to be uncertainty related to the timing and extent of
vaccination programs, especially outside of the U.S., as well as the impacts of new COVID-19 variants, and we expect that the situation will remain dynamic and difficult to predict for the foreseeable future. There can be no assurance that our
experience to date with respect to facility operations, customer demand, the availability of supplies and transportation, and other factors impacting our results and financial condition will be predictive of the ongoing impacts in the short or
long term. Even as stay-home orders and quarantines are being lifted in most areas, it is difficult to predict how economic conditions and changes in customer and consumer behavior may impact our results over the longer term. As a result of any
of the foregoing, our results or financial condition could be adversely impacted and the impacts could be material.
NON-GAAP FINANCIAL MEASURES
Within the following tables, the Company reports certain non-GAAP financial measures, including: (1) adjusted revenue, adjusted operating income, adjusted net earnings, and adjusted diluted earnings per share, which
exclude the results of the divested product lines, the divestiture & other related costs, and the operational improvement plan costs and income, and (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, the results of divested product lines, the divestiture & other related costs or income, and the
operational improvement plan costs or income.
The Company has included each of these non-GAAP measures in order to provide additional information regarding our underlying operating results and comparable year-over-year performance. Such information is
supplemental to information presented in accordance with GAAP and is not intended to represent a presentation in accordance with GAAP. These non-GAAP measures should not be considered in isolation. Rather, they should be considered together with
GAAP measures and the rest of the information included in this report. Management internally reviews each of these non-GAAP measures to evaluate performance on a comparative period-to-period basis and to gain additional insight into underlying
operating and performance trends, and the Company believes the information can be beneficial to investors for the same purposes. These non-GAAP measures may not be comparable to similarly titled measures used by other companies.
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
(In thousands, except per share amounts)
|
2021
|
2020
|
% Change
|
2021
|
2020
|
% Change
|
||||||||||||||||||
|
Revenue (GAAP)
|
$
|
344,287
|
$
|
323,566
|
6.4
|
%
|
$
|
1,039,816
|
$
|
997,333
|
4.3
|
%
|
||||||||||||
|
Revenue of the divested product lines
|
(1,622
|
)
|
(23,588
|
)
|
(29,399
|
)
|
(88,390
|
)
|
||||||||||||||||
|
Adjusted revenue
|
$
|
342,665
|
$
|
299,978
|
14.2
|
%
|
$
|
1,010,417
|
$
|
908,943
|
11.2
|
%
|
||||||||||||
|
Operating Income (GAAP)
|
$
|
46,958
|
$
|
41,155
|
14.1
|
%
|
$
|
129,608
|
$
|
117,841
|
10.0
|
%
|
||||||||||||
|
Divestiture & other related costs (income) – Cost of products sold
|
-
|
(148
|
)
|
28
|
1,791
|
|||||||||||||||||||
|
Divestiture & other related costs – Selling and administrative expenses
|
241
|
312
|
13,473
|
8,689
|
||||||||||||||||||||
|
Operating loss (income) of the divested product lines
|
70
|
(2,449
|
)
|
(2,398
|
)
|
(4,165
|
)
|
|||||||||||||||||
|
Operational improvement plan – Cost of products sold
|
-
|
35
|
-
|
35
|
||||||||||||||||||||
|
Operational improvement plan – Selling and administrative expenses (income)
|
483
|
2,606
|
(2,010
|
)
|
2,606
|
|||||||||||||||||||
|
Adjusted operating income
|
$
|
47,752
|
$
|
41,511
|
15.0
|
%
|
$
|
138,701
|
$
|
126,797
|
9.4
|
%
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Net Earnings (GAAP)
|
$
|
33,912
|
$
|
32,910
|
3.0
|
%
|
$
|
91,516
|
$
|
84,303
|
8.6
|
%
|
||||||||||||
|
Divestiture & other related costs, before tax
|
241
|
164
|
13,501
|
10,480
|
||||||||||||||||||||
|
Tax impact of divestiture & other related costs
|
1,179
|
(787
|
)
|
283
|
(1,212
|
)
|
||||||||||||||||||
|
Net loss (earnings) of the divested product lines, before tax
|
70
|
(2,449
|
)
|
(2,398
|
)
|
(4,165
|
)
|
|||||||||||||||||
|
Tax impact of the divested product lines
|
(18
|
)
|
655
|
590
|
1,155
|
|||||||||||||||||||
|
Operational improvement plan costs (income), before tax
|
483
|
2,641
|
(2,010
|
)
|
2,641
|
|||||||||||||||||||
|
Tax impact of operational improvement plan
|
(115
|
)
|
(656
|
)
|
44
|
(656
|
)
|
|||||||||||||||||
|
Adjusted net earnings
|
$
|
35,752
|
$
|
32,478
|
10.1
|
%
|
$
|
101,526
|
$
|
92,546
|
9.7
|
%
|
||||||||||||
|
|
||||||||||||||||||||||||
|
Diluted earnings per share (GAAP)
|
$
|
0.80
|
$
|
0.78
|
2.6
|
%
|
$
|
2.16
|
$
|
1.99
|
8.5
|
%
|
||||||||||||
|
Divestiture & other related costs (income), net of tax
|
0.03
|
(0.01
|
)
|
0.33
|
0.22
|
|||||||||||||||||||
|
Results of operations of the divested product lines, net of tax
|
-
|
(0.04
|
)
|
(0.04
|
)
|
(0.07
|
)
|
|||||||||||||||||
|
Operational improvement plan costs (income), net of tax
|
0.01
|
0.05
|
(0.05
|
)
|
0.05
|
|||||||||||||||||||
|
Adjusted diluted earnings per share
|
$
|
0.85
|
$
|
0.77
|
10.4
|
%
|
$
|
2.40
|
$
|
2.19
|
9.6
|
%
|
||||||||||||
Divestiture & other related costs are discussed under “Divestitures” above and Note 2, Divestitures, in the Notes to the Consolidated Condensed
Financial Statements included in this report. The Operational Improvement Plan is discussed under “Operational Improvement Plan” above and Note 3, Operational Improvement Plan, in the Notes to the Consolidated
Condensed Financial Statements included in this report.
Note: Earnings per share calculations may not foot due to rounding differences.
The following table summarizes the percentage change for the results of the three and nine months ended September 30, 2021, compared to the results for the three and nine months ended
September 30, 2020, in the respective financial measures.
|
Three Months Ended September 30, 2021
|
Nine Months Ended September 30, 2021
|
|||||||||||||||||||||||||||||||
|
Revenue
|
Total
|
Foreign Exchange Rates
|
Adjustments(1)
|
Adjusted Local Currency
|
Total
|
Foreign Exchange Rates
|
Adjustments(1)
|
Adjusted Local Currency
|
||||||||||||||||||||||||
|
Flavors & Extracts
|
(0.7
|
%)
|
1.1
|
%
|
(13.4
|
%)
|
11.6
|
%
|
1.6
|
%
|
2.4
|
%
|
(10.7
|
%)
|
9.9
|
%
|
||||||||||||||||
|
Color
|
19.6
|
%
|
1.9
|
%
|
(0.4
|
%)
|
18.1
|
%
|
7.1
|
%
|
3.2
|
%
|
(3.4
|
%)
|
7.3
|
%
|
||||||||||||||||
|
Asia Pacific
|
8.8
|
%
|
(0.5
|
%)
|
(0.2
|
%)
|
9.5
|
%
|
11.8
|
%
|
3.6
|
%
|
(0.2
|
%)
|
8.4
|
%
|
||||||||||||||||
|
Total Revenue
|
6.4
|
%
|
1.2
|
%
|
(7.8
|
%)
|
13.0
|
%
|
4.3
|
%
|
2.8
|
%
|
(7.1
|
%)
|
8.6
|
%
|
||||||||||||||||
|
Operating Income
|
||||||||||||||||||||||||||||||||
|
Flavors & Extracts
|
5.5
|
%
|
0.6
|
%
|
(11.1
|
%)
|
16.0
|
%
|
13.7
|
%
|
1.9
|
%
|
(4.9
|
%)
|
16.7
|
%
|
||||||||||||||||
|
Color
|
15.7
|
%
|
1.8
|
%
|
(0.9
|
%)
|
14.8
|
%
|
5.3
|
%
|
3.5
|
%
|
0.8
|
%
|
1.0
|
%
|
||||||||||||||||
|
Asia Pacific
|
7.8
|
%
|
(2.3
|
%)
|
(0.4
|
%)
|
10.5
|
%
|
19.4
|
%
|
(0.7
|
%)
|
(0.3
|
%)
|
20.4
|
%
|
||||||||||||||||
|
Corporate & Other
|
(2.5
|
%)
|
0.0
|
%
|
(21.0
|
%)
|
18.5
|
%
|
11.1
|
%
|
0.0
|
%
|
(11.0
|
%)
|
22.1
|
%
|
||||||||||||||||
|
Total Operating Income
|
14.1
|
%
|
1.1
|
%
|
(0.9
|
%)
|
13.9
|
%
|
10.0
|
%
|
3.2
|
%
|
0.3
|
%
|
6.5
|
%
|
||||||||||||||||
|
Diluted Earnings per Share
|
2.6
|
%
|
0.0
|
%
|
(6.5
|
%)
|
9.1
|
%
|
8.5
|
%
|
3.0
|
%
|
(1.3
|
%)
|
6.8
|
%
|
||||||||||||||||
| (1) |
For Revenue, adjustments consist of revenues of the divested product lines. For Operating Income and Diluted Earnings per Share, adjustments consist of the results of the divested
product lines, divestiture & other related costs, and operational improvement plan costs and income.
|
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 divestiture & other related costs, share-based compensation, acquisition, restructuring including the operational improvement plan, and other costs (which are reported in Corporate & Other), interest expense, and
income taxes.
The Company’s reportable segments consist of the Flavors & Extracts, Color, and Asia Pacific segments.
Flavors & Extracts
Flavors & Extracts segment revenue was $181.7 million and $182.9 million for the three months ended September 30, 2021 and 2020, respectively, a decrease of approximately 1%. Foreign exchange rates increased
segment revenue by approximately 1%. The decrease was a result of higher revenue in Flavors, Extracts & Flavor Ingredients, and Natural Ingredients, which was more than offset by lower revenue due to the divestitures of Yogurt Fruit
Preparations on September 18, 2020, and Fragrances on April 1, 2021. The higher revenue in Flavors, Extracts & Flavor Ingredients was primarily due to higher volumes and the favorable impact of the Flavors Solutions, Inc. acquisition. The
higher revenue in Natural Ingredients was primarily due to higher volumes. Higher selling prices also contributed to the higher revenue in both Flavors, Extracts & Flavor Ingredients and Natural Ingredients.
Flavors & Extracts segment revenue was $562.0 million and $553.0 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of approximately 2%. Foreign exchange rates increased
segment revenue by approximately 2%. The increase was a result of higher revenue in Flavors, Extracts & Flavor Ingredients, and Natural Ingredients, which was partially offset by lower revenue due to the divestitures of Yogurt Fruit
Preparations on September 18, 2020, and Fragrances on April 1, 2021. The higher revenue in Flavors, Extracts & Flavor Ingredients was primarily due to higher volumes, the favorable impact of the Flavors Solutions, Inc. acquisition, and the
favorable impact of exchange rates. The higher revenue in Natural Ingredients was primarily due to higher volumes. Higher selling prices also contributed to the higher revenue in both Flavors, Extracts & Flavor Ingredients and Natural
Ingredients.
Flavors & Extracts segment operating income was $25.2 million and $23.8 million for the three months ended September 30, 2021 and 2020, respectively, an increase of approximately 6%. Foreign exchange rates
increased segment operating income by approximately 1%. The increase was primarily a result of higher segment operating income in Flavors, Extracts & Flavor Ingredients and Natural Ingredients, partially offset by lower segment operating
income due to the divestiture of Fragrances on April 1, 2021. The higher segment operating income in Flavors, Extracts & Flavor Ingredients and Natural Ingredients was primarily a result of higher volumes, which were partially offset by
higher raw material costs. Higher selling prices also contributed to the higher segment operating income in Flavors, Extracts & Flavor Ingredients and Natural Ingredients. Segment operating income as a percent of revenue was 13.9% in the
current quarter compared to 13.0% in the prior year’s comparable quarter.
Flavors & Extracts segment operating income was $76.7 million and $67.5 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of approximately 14%. Foreign exchange rates
increased segment operating income by approximately 2%. The increase was a result of higher segment operating income in Flavors, Extracts & Flavor Ingredients and Natural Ingredients, partially offset by lower segment operating income due
to the divestiture of Fragrances on April 1, 2021. The higher segment operating income in Flavors, Extracts & Flavor Ingredients was primarily a result of higher volumes, lower manufacturing and other costs, and the favorable impact of
foreign exchange rates, partially offset by higher raw material costs. The higher segment operating income in Natural Ingredients was primarily a result of higher volumes, which were partially offset by higher raw material costs. Higher selling
prices also contributed to the higher segment operating income in Natural Ingredients. Segment operating income as a percent of revenue was 13.7% in the current nine month period compared to 12.2% in the prior year’s comparable nine month
period.
Color
Segment revenue for the Color segment was $139.2 million and $116.4 million for the three months ended September 30, 2021 and 2020, respectively, an increase of approximately 20%. Foreign exchange rates increased
segment revenue by approximately 2%. The increase was a result of higher segment revenue in Food & Pharmaceutical Colors and Personal Care. The increase in Food & Pharmaceutical Colors was primarily due to higher volumes and the
favorable impact of foreign exchange rates. Higher selling prices also contributed to the higher revenue in Food & Pharmaceutical Colors. The increase in Personal Care was due to higher volumes and the favorable impact of foreign exchange
rates.
Segment revenue for the Color segment was $408.2 million and $381.2 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of approximately 7%. Foreign exchange rates increased
segment revenue by approximately 3%. The increase was a result of higher segment revenue in Food & Pharmaceutical Colors and Personal Care, partially offset by lower revenue due to the divestiture of Inks on June 30, 2020. The increase in
Food & Pharmaceutical Colors was primarily due to higher volumes and the favorable impact of foreign exchange rates. Higher selling prices also contributed to the higher revenue in Food & Pharmaceutical Colors. The increase in Personal
Care was due to higher volumes and the favorable impact of foreign exchange rates.
Segment operating income for the Color segment was $27.3 million and $23.6 million for the three months ended September 30, 2021 and 2020, respectively, an increase of approximately 16%. Foreign exchange rates
increased segment operating income by approximately 2%. The increase in segment operating income was a result of higher segment operating income in Food & Pharmaceutical Colors and Personal Care. The increase in Food & Pharmaceutical
Colors was primarily due to higher volumes, partially offset by higher manufacturing and other costs. Higher selling prices also contributed to the higher segment operating income in Food & Pharmaceutical Colors. The increase in Personal
Care was primarily due to higher volumes. Segment operating income as a percent of revenue was 19.6% in the current quarter and 20.2% in the prior year’s comparable quarter.
Segment operating income for the Color segment was $79.5 million and $75.5 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of approximately 5%. Foreign exchange rates
increased segment operating income by approximately 4%. The increase was a result of higher segment operating income in Food & Pharmaceutical Colors and the favorable impact of the Inks divestiture on June 30, 2020. Segment operating income
as a percent of revenue was 19.5% in the current nine month period and 19.8% in the prior year’s comparable period.
Asia Pacific
Segment revenue for the Asia Pacific segment was $33.4 million and $30.7 million for the three months ended September 30, 2021 and 2020, respectively, an increase of approximately 9%. The increase was primarily a
result of higher volumes. Foreign exchange rates decreased segment revenue by approximately 1%.
Segment revenue for the Asia Pacific segment was $99.6 million and $89.1 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of approximately 12%. The increase was a result of
higher volumes and the favorable impact of foreign exchange rates, which increased segment revenue by approximately 4%.
Segment operating income for the Asia Pacific segment was $6.6 million and $6.1 million for the three months ended September 30, 2021 and 2020, respectively, an increase of approximately 8%. The increase was
primarily a result of higher volumes, partially offset by higher manufacturing and other costs. Foreign exchange rates decreased segment operating income by approximately 2%. Segment operating income as a percent of revenue was 19.7% in the
current quarter and 19.9% in the prior year’s comparable quarter.
Segment operating income for the Asia Pacific segment was $19.1 million and $16.0 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of approximately 19%. The increase was
primarily a result of higher volumes, partially offset by higher manufacturing and other costs. Foreign exchange rates decreased segment operating income by approximately 1%. Segment operating income as a percent of revenue was 19.2% in the
current nine month period and 18.0% in the prior year’s comparable period.
Corporate & Other
The Corporate & Other operating expense was $12.1 million and $12.4 million for the three months ended September 30, 2021 and 2020, respectively. The lower operating expense for the three months ended September
30, 2021, was primarily due to lower operational improvement plan expenses, partially offset by higher performance-based compensation.
The Corporate & Other operating expense was $45.7 million and $41.1 million for the nine months ended September 30, 2021 and 2020, respectively. The higher operating expense for the nine months ended September
30, 2021, was primarily due to higher performance-based compensation, partially offset by the net favorable impact of lower divestiture & other related expenses and operational improvement plan expenses and income in the current nine month
period.
LIQUIDITY AND FINANCIAL CONDITION
Financial Condition
The Company’s financial position remains strong. The Company is in compliance with its loan covenants calculated in accordance with applicable agreements as of September 30, 2021. 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, dividend payments, acquisitions, and stock repurchases. The impact of inflation on both the Company’s
financial position and its results of operations has been minimal and is not expected to significantly affect 2021 results.
Cash Flows from Operating Activities
Net cash provided by operating activities was $116.1 million and $142.9 million for the nine months ended September 30, 2021 and 2020, respectively. The decrease in net cash provided by operating activities was
primarily due to the change in cash used in working capital during the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020.
Cash Flows from Investing Activities
Net cash used in investing activities was $13.1 million and $15.8 million during the nine months ended September 30, 2021 and 2020, respectively. During the nine months ended September 30, 2021 and 2020, the
Company received cash proceeds of $36.8 million and $12.2 million, respectively, related to the Company’s divestiture activities. In the nine months ended September 30, 2021, the Company paid $13.9 million for the acquisition of Flavor
Solutions, Inc., while in the nine months ended September 30, 2020, the Company received $4.6 million related to the redemption of miscellaneous investments. Capital expenditures were $37.6 million and $34.0 million during the nine months ended
September 30, 2021 and 2020, respectively.
Cash Flows from Financing Activities
Net cash used in financing activities was $93.5 million and $117.8 million for the nine months ended September 30, 2021 and 2020, respectively. Net debt decreased by $11.9 million and $67.9 million for the nine
months ended September 30, 2021 and 2020, respectively. For purposes of the cash flow statement, net changes in debt exclude the impact of foreign exchange rates. The Company repurchased shares of its common stock for $31.5 million during the
nine months ended September 30, 2021. There were no repurchases of shares of the Company’s common stock in the comparable prior year’s period. Dividends of $49.5 million, or $1.17 per share, were paid during both the nine months ended September
30, 2021 and 2020.
CRITICAL ACCOUNTING POLICIES
There have been no material changes in the Company’s critical accounting policies during the quarter ended September 30, 2021. For additional information about critical accounting policies, refer to “Critical
Accounting Policies” under Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
| ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
There have been no material changes in the Company’s exposure to market risk during the quarter ended September 30, 2021. For additional information about market risk, refer to Part II, Item 7A of the Company’s
Annual Report on Form 10-K for the year ended December 31, 2020.
| ITEM 4. |
CONTROLS AND PROCEDURES
|
Evaluation of Disclosure Controls and Procedures: The Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s Chairman, President, and Chief
Executive Officer and its Senior Vice President and Chief Financial Officer, of the effectiveness, as of the end of the period covered by this report, of the design and operation of the disclosure controls and procedures, as defined in Rule
13a-15(e) of the Exchange Act. Based upon that evaluation, the Company’s Chairman, President, and Chief Executive Officer and its Senior Vice President and Chief Financial Officer have concluded that the disclosure controls and procedures were
effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting: There have been no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the
quarter ended September 30, 2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
|
PART II.
|
OTHER INFORMATION
|
See Part I, Item 1, Note 14, Commitments and Contingencies, of this report for information regarding legal proceedings in which the Company is involved.
The Company is supplementing the risk factors previously disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 with the following risk factor:
| ● |
Restrictions on energy sources for our facilities may negatively affect our results.
|
We have facilities around the world that are dependent upon third parties to provide us with energy in order to continue to run our day-to-day operations. A restriction on energy sources, whether instituted by
the provider, a third party, or as a result of a shortage of resources, could impair or shut down operations at our facilities and adversely impact our business. In June of 2021, the U.S. Court of Appeals for the District of Columbia Circuit
upheld a challenge by the Environmental Defense Fund to vacate a Certificate of Public Convenience and Necessity (Certificate) issued by the Federal Energy Regulatory Commission (FERC) in connection with a natural gas pipeline that serves a
significant number of residents and businesses in eastern Missouri, including our St. Louis facility. In September of 2021, the FERC issued a short-term certificate to allow the pipeline to continue operations through December 13, 2021. The
Supreme Court of the United States rejected a request to stay the ruling to vacate the Certificate, and, therefore, it is possible that the pipeline will cease operations on December 14, 2021. If our St. Louis facility is unable to receive
natural gas from the pipeline or cannot find an alternative source, our operations would be adversely impacted. In addition, the local government supplies our facility in Guangzhou, China with electricity. As a result of an insufficient
supply of coal, our facility did not, and has been informed by the local government that it may not in the future, receive electricity for intermittent periods during the shortage. The timing and frequency of such outages varies based on the
availability of the coal supply. A prolonged or more intense coal shortage, or an inability to find an alternative source to power our facility, could have an adverse effect on our financial performance. Additionally, in view of past history,
it is also possible that government action in advance of the 2022 Beijing Winter Olympics (currently scheduled for February) could result in shutdowns of our facilities in China.
| ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
On October 19, 2017, the Board of Directors authorized the repurchase of up to three million shares (2017 Authorization). As of September 30, 2021, 1,157,567 shares had been repurchased under the 2017
Authorization. There is no expiration date for the 2017 Authorization. The 2017 Authorization may be modified, suspended, or discontinued by the Board of Directors at any time. As of September 30, 2021, the maximum number of shares that may
be purchased under publicly announced plans is 1,842,433.
The following table sets forth information with respect to our purchases of shares of our common stock during the three months ended September 30, 2021:
|
Period
|
Total
Number of
Shares
Purchased
|
Average
Price
Paid per
Share
|
Total Number of
shares purchased
as part of
publicly
announced plans
or programs
|
Maximum number
of shares that may
yet be purchased
under the plans or
programs
|
||||||||||||
|
July 1 to July 31, 2021
|
11,000
|
$
|
86.40
|
11,000
|
1,937,033
|
|||||||||||
|
August 1 to August 31, 2021
|
48,400
|
87.14
|
48,400
|
1,888,633
|
||||||||||||
|
September 1 to September 30, 2021
|
46,200
|
90.89
|
46,200
|
1,842,433
|
||||||||||||
|
Total
|
105,600
|
105,600
|
||||||||||||||
| ITEM 6. |
EXHIBITS
|
See Exhibit Index following this report.
SENSIENT TECHNOLOGIES CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2021
|
Exhibit
|
Description
|
Incorporated by Reference From
|
Filed Herewith
|
|||
|
Amendment No. 7 to Receivables Purchase Agreement, dated as of October 1, 2021, among Sensient Receivables LLC, Sensient Technologies Corporation, and Wells Fargo Bank, National Association
|
Exhibit 10.1 to Current Report on Form 8-K filed October 5, 2021 (Commission File No. 1-7626)
|
|||||
|
Certifications of the Company’s Chairman, President & Chief Executive Officer and Senior Vice President & Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act
|
X
|
|||||
|
Certifications of the Company’s Chairman, President & Chief Executive Officer and Senior Vice President & Chief Financial Officer pursuant to 18 United States Code § 1350
|
X
|
|||||
|
101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
|
X
|
||||
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
X
|
||||
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
X
|
||||
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
X
|
||||
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
X
|
||||
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
X
|
||||
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
X
|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
SENSIENT TECHNOLOGIES CORPORATION
|
||||
|
Date:
|
November 2, 2021
|
By:
|
/s/ John J. Manning
|
|
|
John J. Manning, Senior Vice President, General Counsel & Secretary
|
||||
|
Date:
|
November 2, 2021
|
By:
|
/s/ Stephen J. Rolfs
|
|
|
Stephen J. Rolfs, Senior Vice President & Chief Financial Officer
|
||||
29
EXHIBIT 31
CERTIFICATION
Pursuant to Rule 13a-14(a) of the Exchange Act
I, Paul Manning, certify that:
| 1. |
I have reviewed this quarterly report on Form 10-Q of Sensient Technologies Corporation;
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and
for, the periods presented in this report;
|
| 4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
| a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
| d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
| 5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or
persons performing the equivalent functions):
|
| a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and
report financial information; and
|
| b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: November 2, 2021
|
|
|
/s/ Paul Manning
|
|
|
Paul Manning, Chairman, President &
Chief Executive Officer
|
EXHIBIT 31
CERTIFICATION
Pursuant to Rule 13a-14(a) of the Exchange Act
I, Stephen J. Rolfs, certify that:
| 1. |
I have reviewed this quarterly report on Form 10-Q of Sensient Technologies Corporation;
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and
for, the periods presented in this report;
|
| 4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
| a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
| b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
| c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
| d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
| 5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or
persons performing the equivalent functions):
|
| a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and
report financial information; and
|
| b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
Date: November 2, 2021
|
|
|
/s/ Stephen J. Rolfs
|
|
|
Stephen J. Rolfs, Senior Vice President &
Chief Financial Officer
|
EXHIBIT 32
CERTIFICATION
Pursuant to 18 United States Code § 1350
The undersigned hereby certifies that the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, of Sensient
Technologies Corporation (the “Company”) filed with the Securities and Exchange Commission on or about the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information
contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Paul Manning
|
|||
|
Name:
|
Paul Manning
|
||
|
Title:
|
Chairman, President & Chief Executive Officer
|
||
|
Date:
|
November 2, 2021
|
A signed original of this written statement required by Section 906 has been provided to Sensient Technologies Corporation and will be retained by Sensient
Technologies Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32
CERTIFICATION
Pursuant to 18 United States Code § 1350
The undersigned hereby certifies that the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, of Sensient
Technologies Corporation (the “Company”) filed with the Securities and Exchange Commission on or about the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information
contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Stephen J. Rolfs
|
|||
|
Name:
|
Stephen J. Rolfs
|
||
|
Title:
|
Senior Vice President & Chief Financial Officer
|
||
|
Date:
|
November 2, 2021
|
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.