ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that reflect management’s current assumptions and estimates of future economic circumstances, industry conditions, Company performance, and financial results. Forward-looking statements include
statements in the future tense, statements referring to any period after June 30, 2024, and statements including the terms “expect,” “believe,” “anticipate,” and other similar terms that express expectations as to future events or conditions. The
Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and other
factors that could cause actual events to differ materially from those expressed in the forward-looking statements. A variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results.
These factors and assumptions include, among others, the Company’s ability to manage general business, economic, and capital market conditions, including actions taken by customers in response to such market conditions, and the impact of recessions
and economic downturns; the impact of macroeconomic and geopolitical volatility, including inflation and shortages impacting the availability and cost of raw materials, energy, and other supplies, disruptions and delays in the Company’s supply
chain, and the conflicts between Russia and Ukraine and Israel and Hamas and other parties in the Middle East; the availability and cost of labor, logistics, and transportation; the pace and nature of new product introductions by the Company and
the Company’s customers; the Company’s ability to anticipate and respond to changing consumer preferences 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 Portfolio Optimization Plan; 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; the Company’s ability to enhance its innovation efforts and
drive cost efficiencies; currency exchange rate fluctuations; and the matters discussed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. 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 $403.5 million and $374.3 million for the three months ended June 30, 2024 and 2023, respectively. Revenue was $788.2 million and $743.3 million for the six months ended June 30, 2024 and 2023, respectively. The increase in revenue
for the three and six months ended June 30, 2024 was primarily due to higher volumes and selling prices. For the three months ended June 30, 2024, the impact of foreign exchange rates decreased consolidated revenue by approximately 1%. Foreign
exchange rates did not have a material impact on revenue for the six months ended June 30, 2024.
Gross Margin
The Company’s gross margin was 32.4% and 32.6% for the three months ended June 30, 2024 and 2023, respectively. The Company’s gross margin was 32.6% and 33.2% for the six months ended June 30, 2024 and 2023, respectively. The decrease in gross
margin for both the three and six months ended June 30, 2024 was primarily due to higher raw material costs, partially offset by higher volumes and selling prices.
Selling and Administrative Expenses
Selling and administrative expense as a percent of revenue was 20.1% and 18.9% for the three months ended June 30, 2024 and 2023, respectively. Selling and administrative expense as a percent of revenue was 20.1% and 19.4% for the six months
ended June 30, 2024 and 2023, respectively. For the three months ended June 30, 2024, selling and administrative expenses were increased by Portfolio Optimization Plan costs totaling $1.5 million, which increased selling and administrative expenses
as a percent of revenue by approximately 40 basis points. For the six months ended June 30, 2024, selling and administrative expenses were increased by Portfolio Optimization Plan costs totaling $4.3 million, which increased selling and
administrative expenses as a percent of revenue by approximately 60 basis points. See Portfolio Optimization Plan below for further information. The remaining increase in selling and administrative expense
as a percent of revenue for the three months ended June 30, 2024 was primarily due to higher performance-based executive compensation in 2024.
Operating Income
Operating income was $49.7 million and $51.6 million for the three months ended June 30, 2024 and 2023, respectively. Operating margins were 12.3% and 13.8% for the three months ended June 30, 2024 and 2023, respectively. Portfolio Optimization
Plan costs decreased operating margins by approximately 40 basis points for the three months ended June 30, 2024. The remaining decrease in operating margin was primarily due to the higher raw material costs and higher performance-based executive
compensation in 2024, partially offset by higher volumes and selling prices.
Operating income was $99.1 million and $102.4 million for the six months ended June 30, 2024 and 2023, respectively. Operating margins were 12.6% and 13.8% for the six months ended June 30, 2024 and 2023, respectively. Portfolio Optimization
Plan costs decreased operating margins by approximately 50 basis points for the six months ended June 30, 2024. The remaining decrease in operating margin was primarily due to the higher raw material costs and higher performance-based executive
compensation in 2024, partially offset by higher volumes and selling prices.
Interest Expense
Interest expense was $7.7 million and $6.4 million for the three months ended June 30, 2024 and 2023, respectively, and $14.7 million and $12.4 million for the six months ended June 30, 2024 and 2023, respectively. The increase in expense for
the three and six months ended June 30, 2024 was primarily due to an increase in the average interest rate.
Income Taxes
The effective income tax rates for the three months ended June 30, 2024 and 2023 were 26.4% and 24.8%, respectively. For the six months ended June 30, 2024 and 2023, the effective income tax rates were 26.7% and 24.9%, respectively. The
effective tax rates for the three and six months ended June 30, 2024 and 2023 were impacted by the mix of foreign earnings and changes in estimates associated with the finalization of prior year foreign tax items. The effective tax rates for both
the three and six months ended June 30, 2024 were also impacted by the limited tax deductibility of costs related to the Portfolio Optimization Plan.
Portfolio Optimization Plan
During the fourth quarter of 2023, the board of directors of the Company approved a plan to undertake an effort to optimize certain production facilities and improve efficiencies within the Company (Portfolio
Optimization Plan). As part of the Portfolio Optimization Plan, in the Flavors & Extracts segment, the Company evaluated the closure of its manufacturing facility in Felinfach, Wales, United Kingdom, the closure of its sales office in Granada,
Spain, and the centralization and elimination of certain selling and administrative positions. In addition, in the Color segment, the Company evaluated the closure of a manufacturing facility in Delta, British Columbia, Canada, the closure of a
sales office in Argentina, and centralizing and eliminating certain production positions and selling and administrative positions. The Company reports all costs associated with the Portfolio Optimization Plan in the Corporate & Other segment.
The Company’s Felinfach site will continue to operate until all production activities have successfully transferred to other locations, and then will be closed. The Company has substantially completed
all other actions contemplated under the Portfolio Optimization Plan in accordance with local laws.
In the three and six months ended June 30, 2024, the Company incurred $1.8 million and $4.6 million, respectively, related to the Portfolio Optimization Plan recorded in Corporate & Other, primarily for costs associated with decommissioning,
employee separation, and impairment of fixed assets.
NON-GAAP FINANCIAL MEASURES
Within the following tables, the Company reports certain non-GAAP financial measures, including: (1) adjusted operating income, adjusted net earnings, and adjusted diluted earnings per share, which exclude restructuring and other costs,
including the Portfolio Optimization Plan costs, 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 and restructuring and other costs, including the Portfolio Optimization Plan costs.
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.
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Three Months Ended June 30,
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|
|
Six Months Ended June 30,
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|
(In thousands, except per share amounts)
|
|
2024
|
|
|
2023
|
|
|
% Change
|
|
|
2024
|
|
|
2023
|
|
|
% Change
|
|
Operating Income (GAAP)
|
|
$
|
49,657
|
|
|
$
|
51,591
|
|
|
|
(3.7
|
%)
|
|
$
|
99,063
|
|
|
$
|
102,429
|
|
|
|
(3.3
|
%)
|
Portfolio Optimization Plan costs – Cost of products sold
|
|
|
207
|
|
|
|
-
|
|
|
|
|
|
|
|
314
|
|
|
|
-
|
|
|
|
|
|
Portfolio Optimization Plan costs – Selling and administrative expenses
|
|
|
1,545
|
|
|
|
-
|
|
|
|
|
|
|
|
4,250
|
|
|
|
-
|
|
|
|
|
|
Adjusted operating income
|
|
$
|
51,409
|
|
|
$
|
51,591
|
|
|
|
(0.4
|
%)
|
|
$
|
103,627
|
|
|
$
|
102,429
|
|
|
|
1.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings (GAAP)
|
|
$
|
30,932
|
|
|
$
|
34,033
|
|
|
|
(9.1
|
%)
|
|
$
|
61,872
|
|
|
$
|
67,684
|
|
|
|
(8.6
|
%)
|
Portfolio Optimization Plan costs, before tax
|
|
|
1,752
|
|
|
|
-
|
|
|
|
|
|
|
|
4,564
|
|
|
|
-
|
|
|
|
|
|
Tax impact of Portfolio Optimization Plan costs(1)
|
|
|
(214
|
)
|
|
|
-
|
|
|
|
|
|
|
|
(569
|
)
|
|
|
-
|
|
|
|
|
|
Adjusted net earnings
|
|
$
|
32,470
|
|
|
$
|
34,033
|
|
|
|
(4.6
|
%)
|
|
$
|
65,867
|
|
|
$
|
67,684
|
|
|
|
(2.7
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share (GAAP)
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|
$
|
0.73
|
|
|
$
|
0.81
|
|
|
|
(9.9
|
%)
|
|
$
|
1.46
|
|
|
$
|
1.60
|
|
|
|
(8.8
|
%)
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Portfolio Optimization Plan costs, net of tax
|
|
|
0.04
|
|
|
|
-
|
|
|
|
|
|
|
|
0.09
|
|
|
|
-
|
|
|
|
|
|
Adjusted diluted earnings per share
|
|
$
|
0.77
|
|
|
$
|
0.81
|
|
|
|
(4.9
|
%)
|
|
$
|
1.56
|
|
|
$
|
1.60
|
|
|
|
(2.5
|
%)
|
(1) Tax impact adjustments were determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates.
Portfolio Optimization Plan costs are discussed under “Portfolio Optimization Plan” above and Note 2, Portfolio Optimization Plan, in the Notes to the Consolidated Financial Statements included in this report.
Note: Earnings per share calculations may not foot due to rounding differences.
The following table summarizes the percentage change for the results of the three and six months ended June 30, 2024, compared to the results for the three and six months ended June 30, 2023, in the respective financial measures.
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|
Three Months Ended June 30, 2024
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|
|
Six Months Ended June 30, 2024
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Revenue
|
|
Total
|
|
|
Foreign Exchange Rates
|
|
|
Adjustments(1)
|
|
|
Adjusted Local Currency
|
|
|
Total
|
|
|
Foreign Exchange Rates
|
|
|
Adjustments(1)
|
|
|
Adjusted Local Currency
|
|
Flavors & Extracts
|
|
|
11.1
|
%
|
|
|
0.0
|
%
|
|
|
N/A
|
|
|
|
11.1
|
%
|
|
|
9.6
|
%
|
|
|
0.5
|
%
|
|
|
N/A
|
|
|
|
9.1
|
%
|
Color
|
|
|
4.5
|
%
|
|
|
(0.7
|
%)
|
|
|
N/A
|
|
|
|
5.2
|
%
|
|
|
1.9
|
%
|
|
|
0.2
|
%
|
|
|
N/A
|
|
|
|
1.7
|
%
|
Asia Pacific
|
|
|
7.1
|
%
|
|
|
(4.0
|
%)
|
|
|
N/A
|
|
|
|
11.1
|
%
|
|
|
3.6
|
%
|
|
|
(3.8
|
%)
|
|
|
N/A
|
|
|
|
7.4
|
%
|
Total Revenue
|
|
|
7.8
|
%
|
|
|
(0.7
|
%)
|
|
|
N/A
|
|
|
|
8.5
|
%
|
|
|
6.0
|
%
|
|
|
(0.1
|
%)
|
|
|
N/A
|
|
|
|
6.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Flavors & Extracts
|
|
|
7.2
|
%
|
|
|
(0.2
|
%)
|
|
|
0.0
|
%
|
|
|
7.4
|
%
|
|
|
7.0
|
%
|
|
|
0.1
|
%
|
|
|
0.0
|
%
|
|
|
6.9
|
%
|
Color
|
|
|
7.8
|
%
|
|
|
(1.0
|
%)
|
|
|
0.0
|
%
|
|
|
8.8
|
%
|
|
|
3.4
|
%
|
|
|
0.1
|
%
|
|
|
0.0
|
%
|
|
|
3.3
|
%
|
Asia Pacific
|
|
|
4.0
|
%
|
|
|
(5.2
|
%)
|
|
|
0.0
|
%
|
|
|
9.2
|
%
|
|
|
(1.0
|
%)
|
|
|
(4.8
|
%)
|
|
|
0.0
|
%
|
|
|
3.8
|
%
|
Corporate & Other
|
|
|
65.0
|
%
|
|
|
0.0
|
%
|
|
|
18.1
|
%
|
|
|
46.9
|
%
|
|
|
38.6
|
%
|
|
|
0.0
|
%
|
|
|
20.6
|
%
|
|
|
18.0
|
%
|
Total Operating Income
|
|
|
(3.7
|
%)
|
|
|
(1.4
|
%)
|
|
|
(3.4
|
%)
|
|
|
1.1
|
%
|
|
|
(3.3
|
%)
|
|
|
(0.7
|
%)
|
|
|
(4.4
|
%)
|
|
|
1.8
|
%
|
Diluted Earnings per Share
|
|
|
(9.9
|
%)
|
|
|
(2.5
|
%)
|
|
|
(4.9
|
%)
|
|
|
(2.5
|
%)
|
|
|
(8.8
|
%)
|
|
|
(0.7
|
%)
|
|
|
(6.2
|
%)
|
|
|
(1.9
|
%)
|
|
(1) |
Adjustments consist of Portfolio Optimization Plan costs.
|
Note: Refer to table above for a reconciliation of these non-GAAP measures.
SEGMENT INFORMATION
The Company determines its operating segments based on information utilized by its chief operating decision maker to allocate resources and assess performance. Segment performance is evaluated on operating income before share-based compensation,
restructuring and other costs, including the Portfolio Optimization Plan costs, and other costs (which are reported in Corporate & Other), interest expense, and income taxes.
The Company’s reportable segments consist of the Flavors & Extracts, Color, and Asia Pacific segments.
Flavors & Extracts
Flavors & Extracts segment revenue was $209.2 million and $188.3 million for the three months ended June 30, 2024 and 2023, respectively, an increase of approximately 11%. The increase was primarily a result of higher revenue in Natural
Ingredients, primarily due to higher volumes. Foreign exchange rates had an immaterial impact on segment revenue for the three months ended June 30, 2024.
Flavors & Extracts segment revenue was $402.3 million and $367.1 million for the six months ended June 30, 2024 and 2023, respectively, an increase of approximately 10%. The increase was primarily a result of higher revenue in Natural
Ingredients, primarily due to higher volumes. Foreign exchange rates increased segment revenue by approximately 1% for the six months ended June 30, 2024.
Flavors & Extracts segment operating income was $26.2 million and $24.5 million for the three months ended June 30, 2024 and 2023, respectively, an increase of approximately 7%. The higher segment operating income was primarily a result of
higher operating income in Flavors, Extracts & Flavor Ingredients, primarily due to higher selling prices and lower raw material costs, partially offset by higher manufacturing and other costs. Segment operating income as a percent of revenue
was 12.5% in the current quarter compared to 13.0% in the prior year’s comparable quarter. Foreign exchange rates had an immaterial impact on segment revenue for the three months ended June 30, 2024.
Flavors & Extracts segment operating income was $49.9 million and $46.6 million for the six months ended June 30, 2024 and 2023, respectively, an increase of approximately 7%. The increase was a result of higher segment operating income in
Flavors, Extracts & Flavor Ingredients, partially offset by lower segment operating income in Natural Ingredients. The higher segment operating income in Flavors, Extracts & Flavor Ingredients was primarily a result of lower raw material
costs and higher selling prices, partially offset by higher manufacturing and other costs and lower volumes. The lower segment operating income in Natural Ingredients was primarily a result of higher raw material costs, partially offset by higher
volumes. Foreign exchange rates had an immaterial impact on segment operating income for the six months ended June 30, 2024. Segment operating income as a percent of revenue was 12.4% in the current six month period compared to 12.7% in the prior
year’s comparable six month period.
Color
Segment revenue for the Color segment was $167.7 million and $160.5 million for the three months ended June 30, 2024 and 2023, respectively, an increase of approximately 5%. The increase was a result of higher revenue in Food &
Pharmaceutical Colors and Personal Care, primarily due to higher volumes and higher selling prices. Foreign exchange rates decreased segment revenue by approximately 1%.
Segment revenue for the Color segment was $327.7 million and $321.6 million for the six months ended June 30, 2024 and 2023, respectively, an increase of approximately 2%. The increase was a result of higher revenue in Food & Pharmaceutical
Colors and Personal Care. The higher revenue in Food & Pharmaceutical Colors was primarily due to higher selling prices. The higher revenue in Personal Care was primarily due to higher selling prices and higher volumes. Foreign exchange rates
had an immaterial impact on segment revenue for the six months ended June 30, 2024.
Segment operating income for the Color segment was $31.5 million and $29.2 million for the three months ended June 30, 2024 and 2023, respectively, an increase of approximately 8%. The increase in segment operating income was a result of higher
operating income in Personal Care. The higher operating income in Personal Care was primarily due to higher selling prices and higher volumes. Foreign exchange rates decreased segment operating income by approximately 1%. Segment operating income
as a percent of revenue was 18.8% in the current quarter and 18.2% in the prior year’s comparable quarter.
Segment operating income for the Color segment was $63.2 million and $61.1 million for the six months ended June 30, 2024 and 2023, respectively, an increase of approximately 3%. The increase in segment operating income was primarily a result of
higher operating income in Personal Care, partially offset by lower operating income in Food & Pharmaceutical Colors. The higher operating income in Personal Care was primarily due to higher selling prices, lower manufacturing and other costs,
and favorable volumes. The lower operating income in Food & Pharmaceutical Colors was primarily due to higher manufacturing and other costs, partially offset by higher selling prices, lower raw material costs, and a favorable product mix.
Foreign exchange rates had an immaterial impact on segment operating income for the six months ended June 30, 2024. Segment operating income as a percent of revenue was 19.3% in the current six month period and 19.0% in the prior year’s comparable
period.
Asia Pacific
Segment revenue for the Asia Pacific segment was $38.6 million and $36.0 million for the three months ended June 30, 2024 and 2023, respectively, an increase of approximately 7%. The increase was a result of higher volumes and selling prices,
partially offset by the unfavorable impact of foreign exchange rates that decreased segment revenue by approximately 4%.
Segment revenue for the Asia Pacific segment was $78.9 million and $76.1 million for the six months ended June 30, 2024 and 2023, respectively, an increase of approximately 4%. The increase was a result of higher volumes and selling prices,
partially offset by the unfavorable impact of foreign exchange rates that decreased segment revenue by approximately 4%.
Segment operating income for the Asia Pacific segment was $7.9 million and $7.6 million for the three months ended June 30, 2024 and 2023, respectively, an increase of approximately 4%. Foreign exchange rates decreased segment operating income
by approximately 5%. Segment operating income as a percent of revenue was 20.4% in the current quarter and 21.0% in the prior year’s comparable quarter.
Segment operating income for the Asia Pacific segment was $16.7 million and $16.8 million for the six months ended June 30, 2024 and 2023, respectively, a decrease of approximately 1%. Foreign exchange rates decreased segment operating income by
approximately 5%. Segment operating income as a percent of revenue was 21.1% in the current six month period and 22.1% in the prior year’s comparable period.
Corporate & Other
The Corporate & Other operating expense was $15.9 million and $9.7 million for the three months ended June 30, 2024 and 2023, respectively. The higher operating expense was primarily a result of Portfolio Optimization Plan costs totaling
$1.8 million negatively impacting the three months ended June 30, 2024, and higher performance-based executive compensation costs. See the Portfolio Optimization Plan section above for further information.
The Corporate & Other operating expense was $30.7 million and $22.1 million for the six months ended June 30, 2024 and 2023, respectively. The higher operating expense was primarily a result of Portfolio Optimization Plan costs totaling $4.6
million negatively impacting the six months ended June 30, 2024, and higher performance-based executive compensation costs. See the Portfolio Optimization Plan section above for further information.
LIQUIDITY AND FINANCIAL CONDITION
Financial Condition
The Company’s financial position remains strong. The Company is in compliance with its loan covenants calculated in accordance with applicable agreements as of June 30, 2024. The Company expects its cash flow from operations and its existing
debt capacity can be used to meet anticipated future cash requirements for operations, capital expenditures, and dividend payments, as well as potential acquisitions and stock repurchases. The Company’s contractual obligations consist primarily of
operational commitments, which we expect to continue to be able to satisfy through cash generated from operations and debt. The Company has various series of notes outstanding that mature from 2024 through 2029. The Company believes that it has the
ability to refinance or repay these obligations through a combination of cash flow from operations, issuance of additional notes, and sufficient borrowing capacity under the Company’s revolving credit facility, which matures in 2026.
As a result of our ability to manage the impact of inflation through pricing and other actions, the impact of inflation was not material to the Company’s financial position and its results of operations for the three or six months ended June 30,
2024. The Company has experienced increased costs for certain inputs, such as raw materials, shipping and logistics, and labor-related costs. We continue to expect to manage these impacts in the near term, but persistent, accelerated, or expanded
inflationary conditions could exacerbate these challenges and impact our profitability.
Cash Flows from Operating Activities
Net cash provided by operating activities was $58.9 million and $51.7 million for the six months ended June 30, 2024 and 2023, respectively. The increase in net cash from operating activities was primarily due to a decrease in cash used for
performance-based compensation payments (which are determined based on prior year performance) made during 2024 compared to 2023 and an increase in cash provided by inventory during 2024 compared to 2023, partially offset by a decrease in cash
provided by accounts receivable.
Cash Flows from Investing Activities
Net cash used in investing activities was $22.9 million and $43.0 million during the six months ended June 30, 2024 and 2023, respectively. Capital expenditures were $22.9 million and $45.1 million during the six months ended June 30, 2024 and
2023, respectively.
Cash Flows from Financing Activities
Net cash used in financing activities was $26.1 million and net cash provided by financing activities was $0.5 million for the six months ended June 30, 2024 and 2023, respectively. Net debt increased by $11.6 million and $43.1 million for the
six months ended June 30, 2024 and 2023, respectively. The cash proceeds from the increase in net debt in the current period were primarily used to support capital expenditure investments during the six months ended June 30, 2024. For purposes of
the cash flow statement, net changes in debt exclude the impact of foreign exchange rates. Dividends of $34.7 million and $34.6 million were paid during the six months ended June 30, 2024 and 2023, respectively. Total dividends of $0.82 per share
were paid for both the six months ended June 30, 2024 and 2023.
CRITICAL ACCOUNTING POLICIES
There have been no material changes in the Company’s critical accounting policies during the quarter ended June 30, 2024. For additional information about the Company’s critical accounting policies, refer to “Critical Accounting Policies” under
Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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There have been no material changes in the Company’s exposure to market risk during the quarter ended June 30, 2024. 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, 2023.
ITEM 4. |
CONTROLS AND PROCEDURES
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Evaluation of Disclosure Controls and Procedures: The Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s Chairman, President, and Chief Executive Officer and its Vice
President and Chief Financial Officer, of the effectiveness, as of the end of the period covered by this report, of the design and operation of the disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based upon
that evaluation, the Company’s Chairman, President, and Chief Executive Officer and its Vice President and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this
report.
Changes in Internal Control over Financial Reporting: There have been no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended June 30, 2024, that
have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. |
LEGAL PROCEEDINGS
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See Part I, Item 1, Note 11, Commitments and Contingencies, of this report for information regarding legal proceedings in which the Company is involved.
There were no material changes to the risk factors previously disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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On October 19, 2017, the Board of Directors authorized the repurchase of up to three million shares (2017 Authorization). As of June 30, 2024, 1,267,019 shares had been repurchased under the 2017 Authorization. There is no expiration date for
the 2017 Authorization. The 2017 Authorization may be modified, suspended, or discontinued by the Board of Directors at any time. As of June 30, 2024, the maximum number of shares that may be purchased under publicly announced plans is 1,732,981.
No shares were purchased by the Company during the three or six months ended June 30, 2024.
ITEM 5. |
OTHER INFORMATION
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During the three months ended June 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
The exhibits listed in the following Exhibit Index are filed as part of this Quarterly Report on Form 10-Q.
SENSIENT TECHNOLOGIES CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2024
Exhibit
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Description
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Incorporated by Reference From
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Filed Herewith
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Certifications of the Company’s Chairman, President & Chief Executive Officer and Vice President & Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act
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X
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Certifications of the Company’s Chairman, President & Chief Executive Officer and Vice President & Chief Financial Officer pursuant to 18 United States Code § 1350
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X
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101.INS
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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)
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X
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document
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X
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
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X
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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X
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document
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X
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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X
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104
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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X
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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.
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SENSIENT TECHNOLOGIES CORPORATION
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Date:
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August 7, 2024
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By: |
/s/ John J. Manning
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John J. Manning, Senior Vice
President, General Counsel &
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Date:
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August 7, 2024
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By: |
/s/ Tobin Tornehl
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Tobin Tornehl, Vice President &
Chief Financial Officer
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