[10-Q] Sensient Technology Corporation Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
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 July 22, 2025
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Common Stock, par value $0.10 per share
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SENSIENT TECHNOLOGIES CORPORATION
INDEX
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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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Consolidated Statements of Earnings ‑ Three and Six Months Ended June 30, 2025 and 2024.
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1
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Consolidated Condensed Statements of Comprehensive Income ‑ Three and Six Months Ended June 30,
2025 and 2024.
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2
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Consolidated Balance Sheets - June 30, 2025 and December 31, 2024.
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3
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Consolidated Statements of Cash Flows ‑ Six Months Ended June 30, 2025 and 2024.
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4 |
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Consolidated Statements of Shareholders’ Equity ‑ Three and Six Months Ended June 30, 2025 and
2024.
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5
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Notes to Consolidated Condensed Financial Statements.
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6
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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15 |
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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21
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Item 4.
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Controls and Procedures.
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21
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PART II. OTHER INFORMATION:
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Item 1.
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Legal Proceedings.
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21
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Item 1A.
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Risk Factors.
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21
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
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21
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Item 5.
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Other Information
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21
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Item 6.
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Exhibits.
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21
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Exhibit Index.
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22
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Signatures.
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23
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Index
| PART I. |
FINANCIAL INFORMATION
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| ITEM 1. |
FINANCIAL STATEMENTS
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SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED
STATEMENTS OF
EARNINGS
(In thousands except per share amounts)
(Unaudited)
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Three Months
Ended June 30,
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Six Months
Ended June 30,
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2025
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2024
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2025
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2024
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Revenue
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$
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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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$
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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.
1
Index
SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF
COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
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Three Months
Ended June 30,
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Six Months
Ended June 30,
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|||||||||||||||
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2025
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2024
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2025
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2024
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|||||||||||||
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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.
2
Index
SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED
BALANCE SHEETS
(In thousands)
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June 30,
2025
(Unaudited)
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December 31,
2024
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|||||||
| Assets |
||||||||
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Current Assets:
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Cash and cash equivalents
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$
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$
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Trade accounts receivable
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Inventories
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Prepaid expenses and other current assets
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Fixed assets held for sale
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Total current assets
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Other assets
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Deferred tax assets
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Intangible assets, net
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Goodwill
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Property, Plant, and Equipment:
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Land
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Buildings
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Machinery and equipment
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Construction in progress
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Less accumulated depreciation
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(
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)
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(
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)
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Total assets
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$
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$
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Liabilities and Shareholders’
Equity
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Current Liabilities:
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Trade accounts payable
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$
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$
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Accrued salaries, wages, and withholdings from employees
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Other accrued expenses
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Income taxes
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Short-term borrowings
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Total current liabilities
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Deferred tax liabilities
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Other liabilities
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Accrued employee and retiree benefits
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Long-term debt
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Shareholders’ Equity:
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Common stock
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Additional paid-in capital
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Earnings reinvested in the business
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Treasury stock, at cost
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(
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)
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(
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)
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Accumulated other comprehensive loss
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(
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)
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(
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)
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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.
3
Index
SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF
CASH FLOWS
(In thousands)
(Unaudited)
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Six Months
Ended June 30, |
||||||||
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2025
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2024
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|||||||
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Cash flows from operating activities:
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Net earnings
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$
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$
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Adjustments to arrive at net cash provided by operating activities:
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Depreciation and amortization
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Share-based compensation expense
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Net loss (gain) on assets
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(
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)
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Portfolio Optimization Plan costs
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Deferred income taxes
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Changes in operating assets and liabilities:
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Trade accounts receivable
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(
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)
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(
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)
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Inventories
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(
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)
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Prepaid expenses and other assets
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(
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)
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(
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)
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||||
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Accounts payable and other accrued expenses
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(
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)
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(
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)
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||||
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Accrued salaries, wages, and withholdings from employees
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(
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)
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Income taxes
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(
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)
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(
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)
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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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(
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)
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(
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)
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Proceeds from sale of assets
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Acquisition of new business
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( |
) | ||||||
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Other investing activities
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(
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)
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Net cash used in investing activities
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(
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)
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(
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)
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||||
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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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(
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)
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(
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)
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||||
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Dividends paid
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(
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)
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(
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)
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||||
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Other financing activities
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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 cash provided by (used in) financing activities
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(
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)
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|||||
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Effect of exchange rate changes on cash and cash equivalents
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(
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)
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|||||
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Net increase in cash and cash equivalents
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||||||
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Cash and cash equivalents at beginning of period
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||||||
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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.
4
Index
SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF
SHAREHOLDERS’
EQUITY
(In thousands, except share and per share amounts)
(Unaudited)
|
Three Months Ended June
30, 2025
|
Common
Stock
|
Additional
Paid-In
Capital |
Earnings
Reinvested
in the
Business |
Treasury Stock
|
Accumulated
Other
Comprehensive
Income (Loss) |
Total
Equity
|
||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||
|
Balances at March 31, 2025
|
$
|
|
$
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
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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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-
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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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|
|||||||||||||||||||||
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Non-vested stock issued upon vesting
|
( |
) | ( |
) | ||||||||||||||||||||||||
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Other
|
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
|
Balances at June 30, 2025
|
$
|
|
$
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
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)
|
$
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|
|||||||||||||
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Three Months Ended June 30, 2024
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||||||||||||||||||||||||||||
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Balances at March 31, 2024
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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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|
|||||||||||||||||||||
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Other comprehensive loss
|
|
|
|
-
|
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(
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)
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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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-
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|
|||||||||||||||||||||
| Non-vested stock issued upon vesting | ( |
) | ( |
) | ||||||||||||||||||||||||
| Other |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
|
Balances at June 30, 2024
|
$
|
|
$
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|||||||||||||
|
Six Months Ended June 30, 2025
|
||||||||||||||||||||||||||||
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Balances at December 31, 2024
|
$
|
|
$
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
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)
|
$
|
|
|||||||||||||
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Net earnings
|
|
|
|
-
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|||||||||||||||||||||
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Other comprehensive income
|
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|
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-
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|
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|||||||||||||||||||||
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Cash dividends paid – $
|
|
|
(
|
)
|
-
|
|
|
(
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)
|
|||||||||||||||||||
|
Share-based compensation
|
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|
-
|
|
|
|
|||||||||||||||||||||
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Non-vested stock issued upon vesting
|
|
(
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)
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(
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)
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|||||||||||||||||||
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Benefit plans
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(
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)
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||||||||||||||||||||
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Other
|
|
(
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)
|
|
|
(
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)
|
|
(
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)
|
||||||||||||||||||
|
Balances at June 30, 2025
|
$
|
|
$
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|||||||||||||
|
Six Months Ended June 30, 2024
|
||||||||||||||||||||||||||||
|
Balances at December 31, 2023
|
$
|
|
$
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|||||||||||||
|
Net earnings
|
|
|
|
-
|
|
|
|
|||||||||||||||||||||
|
Other comprehensive loss
|
|
|
|
-
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
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Cash dividends paid – $
|
|
|
(
|
)
|
-
|
|
|
(
|
)
|
|||||||||||||||||||
|
Share-based compensation
|
|
|
|
-
|
|
|
|
|||||||||||||||||||||
|
Non-vested stock issued upon vesting
|
|
(
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)
|
|
(
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)
|
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|||||||||||||||||||
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Benefit plans
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(
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)
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||||||||||||||||||||
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Other
|
|
(
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)
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||
|
Balances at June 30, 2024
|
$
|
|
$
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|||||||||||||
See accompanying notes to consolidated condensed financial statements.
5
Index
SENSIENT
TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
|
1.
|
Accounting Policies
|
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 June 30, 2025, and the results of operations, comprehensive income, and shareholders’ equity for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024.
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 November 2023, the Financial Accounting
Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which
requires the Company to disclose segment expenses that are significant and regularly provided to the Company’s chief operating decision maker (CODM). In addition, this ASU requires the Company to disclose the
title and position of its CODM and how the CODM uses segment profit or loss information in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023,
and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this standard in the fourth quarter of 2024 using a retrospective transition method, and the adoption
did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional
information for reconciling items that meet a quantitative threshold. This ASU will also require the Company to disaggregate its income taxes paid disclosure by federal, state, and foreign taxes, with further disaggregation required for significant
individual jurisdictions. This ASU is effective for fiscal years beginning after December 15, 2024. The Company will adopt this ASU in the fourth quarter of 2025 using a prospective transition method. The Company is currently evaluating the potential
impact of this standard on its consolidated financial statements and its related disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) – Disaggregation of Income Statement Expenses, which will require the Company to disclose disaggregated
information about certain income statement expense line items. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating
the potential impact of this standard on its consolidated financial statements and its related disclosures.
Please refer to the notes in the Company’s
annual consolidated financial statements for the year ended December 31, 2024, 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.
|
Acquisition
|
On February 14, 2025,
the Company acquired Biolie SAS, a natural color extraction business located in France. The Company paid $4.9
million in cash for this acquisition, which is net of $0.2 million in debt assumed. The assets acquired and liabilities assumed were
recorded at their estimated fair value as of the acquisition date. The Company acquired net assets of $0.3 million, with the remaining
$4.6 million allocated to goodwill. This business is part of the Color segment.
6
Index
|
3.
|
Portfolio Optimization Plan
|
During the fourth quarter of 2023, the Board of
Directors of the Company approved a plan to undertake an effort to optimize certain production facilities and improve efficiencies within the Company (Portfolio Optimization Plan). As part of the Portfolio Optimization Plan, in the Flavors &
Extracts segment, the Company evaluated the closure of its manufacturing facility in Felinfach, Wales, United Kingdom, the closure of its sales office in Granada, Spain, and the centralization and elimination of certain selling and administrative
positions. In addition, in the Color segment, the Company evaluated the closure of a manufacturing facility in Delta, British Columbia, Canada, the closure of a sales office in Argentina, and centralizing and eliminating certain production positions
and selling and administrative positions. The Company reports all costs associated with the Portfolio Optimization Plan in the Corporate & Other segment.
The Company’s Felinfach site
was shut down in May 2025, and all production activities have been transferred to other locations. The Company began marketing the Felinfach site for sale in June 2025. As a result, the Company met all of the assets held for sale
criteria for the Felinfach land and building assets, which have been recorded as the only balance in Fixed assets held for sale on the Consolidated Balance Sheets. The Company has substantially completed all other actions
contemplated under the Portfolio Optimization Plan in accordance with local laws.
The Company recorded $0.3 million and $2.5 million of accrued
liabilities in Other Accrued Expenses on the Company’s Consolidated Balance Sheets related to the Portfolio Optimization Plan as of June 30, 2025 and December 31, 2024, respectively. The Company expects the
Portfolio Optimization Plan will cost approximately $45 million (increased from $40 million, as previously disclosed, primarily due to higher than anticipated decommissioning costs), of which $40.7 million has been incurred through June 30, 2025, primarily related to non-cash impairment charges and employee separation costs. We anticipate that the Portfolio Optimization
Plan will reduce annual operating costs by approximately $8 million to $10 million, with the full benefit expected to be achieved after 2025. The Company reduced headcount by approximately 100 positions, primarily in the Flavors & Extracts and Color segments, related to certain production and selling and administrative positions.
The following table
summarizes the Portfolio Optimization Plan expenses by segment for the three months ended June 30, 2025:
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Corporate
& Other
|
Consolidated
|
||||||||||||
|
Non-cash impairment charges – Selling and administrative expenses
|
$ | $ | $ | $ | ||||||||||||
|
Non-cash charges – Cost of products sold
|
||||||||||||||||
|
Employee separation – Selling and administrative expenses
|
|
|
|
|||||||||||||
|
Other production costs – Cost of products sold
|
||||||||||||||||
|
Other costs – Selling and administrative expenses(1)
|
|
|
|
|||||||||||||
|
Total
|
$
|
|
$
|
|
$ |
$
|
|
|||||||||
|
|
(1) | |
The following table
summarizes the Portfolio Optimization Plan expenses by segment for the six months ended June 30, 2025:
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Corporate
& Other
|
Consolidated
|
||||||||||||
|
Non-cash impairment charges – Selling and administrative expenses
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Non-cash charges – Cost of products sold
|
|
|
|
|
||||||||||||
|
Employee separation – Selling and administrative expenses
|
|
|
|
|
||||||||||||
|
Other production costs – Cost of products sold
|
||||||||||||||||
|
Other costs – Selling and administrative expenses(1)
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
|
(1) | Other costs include professional services, decommissioning costs, and other related costs. |
7
Index
The following table summarizes the Portfolio Optimization Plan expenses by segment for the three months ended
June 30, 2024:
|
(In thousands)
|
Flavors &
Extracts
|
Color |
Corporate
& Other
|
Consolidated |
||||||||||||
|
Non-cash impairment
charges – Selling and administrative expenses
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Non-cash charges –
Cost of products sold
|
|
(
|
)
|
|
|
|||||||||||
|
Employee separation –
Selling and administrative expenses
|
|
|
|
|
||||||||||||
|
Other production
costs – Cost of products sold
|
|
|
|
|
||||||||||||
|
Other costs – Selling and administrative expenses(1)
|
|
|
(
|
)
|
|
|||||||||||
|
Total
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|
|
(1) |
The following table summarizes the Portfolio Optimization Plan expenses by segment for the six months ended June
30, 2024:
| (In thousands) |
Flavors &
Extracts
|
Color |
Corporate
& Other
|
Consolidated | ||||||||||||
|
Non-cash impairment charges – Selling and administrative expenses
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Non-cash charges – Cost of products sold
|
|
(
|
)
|
|
|
|||||||||||
|
Employee separation – Selling and administrative expenses
|
|
|
|
|
||||||||||||
|
Other production costs – Cost of products sold
|
|
|
|
|
||||||||||||
|
Other costs – Selling and administrative
expenses(1)
|
|
|
(
|
)
|
|
|||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
| (1) |
Other costs include professional services, decommissioning costs, accelerated depreciation, accelerated lease costs, and other related costs.
|
|
4.
|
Trade Accounts Receivable
|
Trade accounts receivables are recorded at their face amount, less an allowance for expected losses on doubtful accounts. The allowance for doubtful accounts is calculated based on customer-specific analysis and an aging
methodology using historical loss information. The Company believes historical loss information is a reasonable basis for expected credit losses as the Company’s historical credit loss experience correlates with its customer delinquency status.
This information is also adjusted for any known current economic conditions. Forecasted economic conditions have not had a significant impact on the current credit loss estimate due to the short-term nature of the Company’s customer receivables;
however, the Company will continue to monitor and evaluate the rapidly changing economic conditions. Additionally, as the Company only has one
portfolio segment, there are not different risks between portfolios. Specific accounts are written off against the allowance for doubtful accounts when the receivable is deemed no longer collectible.
The following table summarizes the changes in
the allowance for doubtful accounts during the three and six month periods ended June 30, 2025 and 2024:
|
(In thousands)
Three Months Ended June 30, 2025
|
Allowance for
Doubtful Accounts
|
|||
|
Balance at
March 31, 2025
|
$
|
|
||
|
Provision for
expected credit losses
|
|
|||
|
Accounts
written off
|
(
|
)
|
||
|
Translation and
other activity
|
|
|||
|
Balance at June
30, 2025
|
$
|
|
||
|
(In thousands)
Three Months Ended June 30, 2024
|
Allowance for
Doubtful Accounts
|
|||
|
Balance at March 31, 2024
|
$
|
|
||
|
Provision for
expected credit losses
|
|
|||
|
Accounts
written off
|
(
|
)
|
||
|
Translation and
other activity
|
(
|
)
|
||
|
Balance at June
30, 2024
|
$
|
|
||
8
Index
|
(In thousands)
Six
Months Ended June 30, 2025
|
Allowance for
Doubtful Accounts
|
|||
|
Balance at
December 31, 2024
|
$
|
|
||
|
Provision for
expected credit losses
|
|
|||
|
Accounts
written off
|
(
|
)
|
||
|
Translation and
other activity
|
|
|||
|
Balance at June
30, 2025
|
$
|
|
||
|
(In thousands)
Six
Months Ended June 30, 2024
|
Allowance for
Doubtful Accounts
|
|||
|
Balance at
December 31, 2023
|
$
|
|
||
|
Provision for
expected credit losses
|
|
|||
|
Accounts
written off
|
( |
) | ||
|
Translation and
other activity
|
( |
) | ||
|
Balance at June
30, 2024
|
$ | |||
| 5. |
Inventories
|
At June 30, 2025, and December 31, 2024, inventories included finished and in-process products totaling $435.3
million and $426.8 million, respectively, and raw materials and supplies of $184.3 million and $173.5 million, respectively.
| 6. |
Debt
|
On
June 13, 2025, the Company entered into a Fourth Amended and Restated Credit Agreement (Credit Agreement). The Credit Agreement provides for a $400
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 amended and restated the
Company’s Third Amended and Restated Credit Agreement to, among other things, (i) increase the aggregate revolving commitment amount from $350
million to $400 million, (ii) increase the incremental revolving commitment from $100 million to $150 million, (iii) extend the maturity of the Company’s
revolving credit facility from May 2026 to June 2030, and (iv) modify certain other provisions. Funds are available in U.S. dollars, Euros, English pounds, 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, including capital expenditures, of the Company.
On June 13, 2025, the Company also amended its term loan agreement with PNC Bank, N.A. to extend the termination date from November 2025 to June 2027.
On June 30, 2025, the Company entered into Amendment No. 12 (Receivables Amendment) to the Receivables Purchase Agreement, dated October 3, 2016. The Receivables Amendment amends the Receivables Purchase Agreement to,
among other things, (i) increase the facility limit from $85 million to $105 million and (ii) extend the termination date of the Receivables Purchase Agreement from August 29, 2025 to August 31, 2026 .
| 7. |
Fair Value
|
Accounting
Standards Codification 820, Fair Value Measurement, defines fair value for financial assets and liabilities, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value
measurements. The carrying values of the Company’s cash and cash equivalents, trade accounts receivable, trade accounts payable, accrued expenses, and short-term borrowings were approximately the same as the fair values as of June 30, 2025 and
December 31, 2024. 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 $0.9 million and a liability of $0.8 million as of June 30, 2025
and December 31, 2024, respectively. The
fair value of the Company’s long-term debt, including the portions of long-term debt classified as Short-term borrowings on the Company’s Consolidated Balance Sheets, 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 June 30, 2025 and December 31, 2024, was $735.3 million and $613.7 million, respectively. The fair value of
the long-term debt at June 30, 2025 and December 31, 2024, was $745.9 million and $622.0 million, respectively.
9
Index
| 8. |
Segment Information
|
The
Company evaluates performance based on operating income before share-based compensation (except for share-based compensation expense associated with stock grants to certain business unit leaders); restructuring and other charges, including
Portfolio Optimization Plan costs; interest expense; and income taxes (segment operating income). Total revenue and segment operating income by business segment and geographic region include both sales to customers, as reported in the Company’s
Consolidated Statements of Earnings, and intersegment sales, which are accounted for at prices that approximate market prices and are eliminated in consolidation.
Assets by business segment and geographic region are those assets used in the Company’s operations in each segment and geographic region. Segment assets
reflect the allocation of goodwill to each segment. Corporate & Other assets consist primarily of accounts receivables from the securitization program, investments, deferred tax assets, and fixed assets.
The Company determines its operating segments based on information utilized by its chief operating decision maker (CODM) to allocate resources and assess performance. The Company’s CODM is
the President and Chief Executive Officer. The CODM uses segment operating income or loss to allocate resources, which includes employees, financial, or capital resources, predominantly in the annual budget and forecasting process. The CODM
considers budget-to-actual and year-over-year variances on a monthly basis for segment operating income or loss when allocating capital and personnel resources to the segments. Segment performance is evaluated based on operating income of the
respective business units before share-based compensation (except for share-based compensation expense associated with stock grants to certain business unit leaders) and restructuring and other charges, including the Portfolio Optimization Plan
costs, which are reported in Corporate & Other.
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, extracts, and essential oils products that impart a desired taste, texture, aroma, or other
characteristics to a broad range of consumer and other products. The Color segment produces natural and synthetic color systems for foods, beverages, pharmaceuticals, and nutraceuticals; colors, ingredients, and systems for personal care; and
technical colors for industrial applications. The Asia Pacific segment is managed on a geographic basis and produces and distributes color, flavor, and essential oils products for the Asia Pacific countries. The Company’s corporate expenses,
share-based compensation (except for share-based compensation expense associated with stock grants to certain business unit leaders), and restructuring and other charges, including Portfolio Optimization Plan costs, are included in the
“Corporate & Other” category.
Operating
results by segment for the periods presented are as follows:
| (In thousands) |
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Corporate
& Other
|
Consolidated
|
|||||||||||||||
|
Three months ended June 30, 2025:
|
||||||||||||||||||||
|
Total segment revenue
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||
|
Intersegment revenue
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||
|
Consolidated revenue from external customers
|
|
|
|
|
|
|||||||||||||||
|
Cost of products sold
|
|
|
|
|
|
|||||||||||||||
|
Selling and administrative expense
|
|
|
|
|
|
|||||||||||||||
|
Operating income (loss)
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Interest expense
|
|
|||||||||||||||||||
|
Earnings before income taxes
|
$ |
|
||||||||||||||||||
|
Assets
|
|
|
|
|
|
|||||||||||||||
|
Capital expenditures
|
|
|
|
|
|
|||||||||||||||
|
Depreciation and amortization
|
|
|
|
|
|
|||||||||||||||
|
Three months ended June 30, 2024:
|
||||||||||||||||||||
|
Total segment revenue
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||
|
Intersegment revenue
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
||||||||||||
|
Consolidated revenue from external customers
|
|
|
|
|
|
|||||||||||||||
|
Cost of products sold
|
|
|
|
|
|
|||||||||||||||
|
Selling and administrative expense
|
|
|
|
|
|
|||||||||||||||
|
Operating income (loss)
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Interest expense
|
|
|||||||||||||||||||
|
Earnings before income taxes
|
$ |
|
||||||||||||||||||
|
Assets
|
|
|
|
|
|
|||||||||||||||
|
Capital expenditures
|
|
|
|
|
|
|||||||||||||||
|
Depreciation and amortization
|
|
|
|
|
|
|||||||||||||||
10
Index
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Corporate
& Other
|
Consolidated
|
|||||||||||||||
|
Six months ended June 30, 2025:
|
||||||||||||||||||||
|
Total segment revenue
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Intersegment revenue
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||
|
Consolidated revenue from external customers
|
|
|
|
|
|
|||||||||||||||
|
Cost of products sold
|
|
|
|
|
|
|||||||||||||||
|
Selling and administrative expense
|
|
|
|
|
|
|||||||||||||||
|
Operating income (loss)
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Interest expense
|
|
|||||||||||||||||||
|
Earnings before income taxes
|
$
|
|
||||||||||||||||||
|
Assets
|
|
|
|
|
|
|||||||||||||||
|
Capital expenditures
|
|
|
|
|
|
|||||||||||||||
|
Depreciation and amortization
|
|
|
|
|
|
|||||||||||||||
|
Six months ended June 30, 2024:
|
||||||||||||||||||||
|
Total segment revenue
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Intersegment revenue
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||
|
Consolidated revenue from external customers
|
|
|
|
|
|
|||||||||||||||
|
Cost of products sold
|
|
|
|
|
|
|||||||||||||||
|
Selling and administrative expense
|
|
|
|
|
|
|||||||||||||||
|
Operating income (loss)
|
|
|
|
(
|
)
|
|
||||||||||||||
|
Interest expense
|
|
|||||||||||||||||||
|
Earnings before income taxes
|
$
|
|
||||||||||||||||||
|
Assets
|
|
|
|
|
|
|||||||||||||||
|
Capital expenditures
|
|
|
|
|
|
|||||||||||||||
|
Depreciation and amortization
|
|
|
|
|
|
|||||||||||||||
11
Index
Product Lines
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Consolidated
|
||||||||||||
|
Three months ended June 30, 2025:
|
||||||||||||||||
|
Flavors,
Extracts & Flavor Ingredients
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Natural
Ingredients
|
|
|
|
|
||||||||||||
|
Food &
Pharmaceutical Colors
|
|
|
|
|
||||||||||||
|
Personal Care
|
|
|
|
|
||||||||||||
|
Asia Pacific
|
-
|
-
|
|
|
||||||||||||
|
Intersegment
Revenue
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Total revenue
from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Three months ended June 30, 2024:
|
||||||||||||||||
|
Flavors,
Extracts & Flavor Ingredients
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Natural
Ingredients
|
|
|
|
|
||||||||||||
|
Food &
Pharmaceutical Colors
|
|
|
|
|
||||||||||||
|
Personal Care
|
|
|
|
|
||||||||||||
|
Asia Pacific
|
-
|
-
|
|
|
||||||||||||
|
Intersegment
Revenue
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Total revenue
from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Consolidated
|
||||||||||||
|
Six months ended June 30,
2025:
|
||||||||||||||||
|
Flavors,
Extracts & Flavor Ingredients
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Natural
Ingredients
|
|
|
|
|
||||||||||||
|
Food &
Pharmaceutical Colors
|
|
|
|
|
||||||||||||
|
Personal Care
|
|
|
|
|
||||||||||||
|
Asia Pacific
|
-
|
-
|
|
|
||||||||||||
|
Intersegment
Revenue
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Total revenue
from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Six months ended June 30, 2024:
|
||||||||||||||||
|
Flavors,
Extracts & Flavor Ingredients
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Natural
Ingredients
|
|
|
|
|
||||||||||||
|
Food &
Pharmaceutical Colors
|
|
|
|
|
||||||||||||
|
Personal Care
|
|
|
|
|
||||||||||||
|
Asia Pacific
|
-
|
-
|
|
|
||||||||||||
|
Intersegment
Revenue
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Total revenue
from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Geographic Markets
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Consolidated
|
||||||||||||
|
Three months ended June 30, 2025:
|
||||||||||||||||
|
North America
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Europe
|
|
|
|
|
||||||||||||
|
Asia Pacific
|
|
|
|
|
||||||||||||
|
Other
|
|
|
|
|
||||||||||||
|
Total revenue
from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Three months ended June 30, 2024:
|
||||||||||||||||
|
North America
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Europe
|
|
|
|
|
||||||||||||
|
Asia Pacific
|
|
|
|
|
||||||||||||
|
Other
|
|
|
|
|
||||||||||||
|
Total revenue
from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
12
Index
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Consolidated
|
||||||||||||
|
Six months ended June 30,
2025:
|
||||||||||||||||
|
North America
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Europe
|
|
|
|
|
||||||||||||
|
Asia Pacific
|
|
|
|
|
||||||||||||
|
Other
|
|
|
|
|
||||||||||||
|
Total revenue
from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Six months ended June 30,
2024:
|
||||||||||||||||
|
North America
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Europe
|
|
|
|
|
||||||||||||
|
Asia Pacific
|
|
|
|
|
||||||||||||
|
Other
|
|
|
|
|
||||||||||||
|
Total revenue
from external customers
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
9.
|
Retirement Plans
|
The Company’s components of annual benefit cost for the defined benefit plans for
the periods presented are as follows:
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
(In thousands)
|
2025
|
2024
|
2025
|
2024
|
||||||||||||
|
Service cost
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Interest cost
|
|
|
|
|
||||||||||||
|
Expected return on plan assets
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Recognized actuarial gain
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Total defined benefit expense
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
The Company’s non-service cost portion of defined benefit expense is recorded in Interest Expense on the Company’s Consolidated Statements of Earnings. The Company’s service cost portion of defined benefit expense is recorded in Selling and Administrative
Expenses on the Company’s Consolidated Statements of Earnings.
| 10. |
Derivative Instruments and Hedging
Activity
|
The
Company may use forward exchange contracts and foreign currency denominated debt to manage its exposure to foreign exchange risk in order to reduce the effect of fluctuating foreign currencies on short-term foreign currency denominated intercompany
transactions, non-functional currency raw material purchases, non-functional currency sales, and other known foreign currency exposures. These forward exchange contracts generally have maturities of less than 18 months . The Company’s primary hedging activities and their accounting treatment are summarized below.
Forward exchange contracts – Certain forward exchange contracts have been designated as cash flow hedges. The Company had $39.6 million and $70.3 million of forward exchange contracts designated as cash flow hedges outstanding as of June 30, 2025 and December 31, 2024, respectively. For the three and six months ended June
30, 2025 and 2024, the amounts reclassified into net earnings in the Company’s Consolidated Statements of Earnings that offset the underlying transactions’ impact on earnings in the same period were not material. 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 of the Company.
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 June 30, 2025 and December 31, 2024, the total value of the Company’s net investment hedges was $334.9 million and $295.3 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 June 30,
2025 and 2024, the impact of foreign exchange rates on these debt instruments increased debt by $26.8 million and
decreased debt by $1.9 million, respectively, which has been recorded as foreign currency
translation in OCI. For the six months ended June 30, 2025 and 2024, the impact of foreign exchange rates on these debt instruments increased debt by $39.6
million and decreased debt by $8.5 million, respectively, which has been recorded as foreign currency translation in OCI.
| 11. |
Income Taxes
|
The
effective income tax rates for the three months ended June 30, 2025 and 2024, were 25.3 % and 26.4 %, respectively. For the six months ended June 30, 2025 and 2024, the effective income tax rates were 25.3 % and 26.7 %, respectively. The effective tax rates for the three and six
months ended June 30, 2025 and 2024 were both 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 further impacted by the limited tax deductibility of costs related to the Portfolio Optimization Plan.
13
Index
| 12. |
Accumulated Other Comprehensive Income
|
The following table summarizes the changes in OCI during the three
and six month periods ended June 30, 2025 and 2024:
|
(In thousands)
|
Cash Flow
Hedges (1)
|
Pension
Items (1)
|
Foreign
Currency
Items
|
Total
|
||||||||||||
|
Balances at December 31, 2024
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Other comprehensive income before
reclassifications
|
|
|
|
|
||||||||||||
|
Amounts reclassified from OCI
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Balances at June 30, 2025
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
(In thousands)
|
Cash Flow
Hedges (1)
|
Pension
Items (1)
|
Foreign
Currency
Items
|
Total
|
||||||||||||
|
Balances at March 31, 2025
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
Other comprehensive income before
reclassifications
|
|
|
|
|
||||||||||||
|
Amounts reclassified from OCI
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Balances at June 30, 2025
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
(In thousands)
|
Cash Flow
Hedges (1)
|
Pension
Items (1)
|
Foreign
Currency
Items
|
Total
|
||||||||||||
|
Balances at December 31, 2023
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
Other comprehensive loss before
reclassifications
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||
|
Amounts reclassified from OCI
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Balances at June 30, 2024
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
(In thousands)
|
Cash Flow
Hedges (1)
|
Pension
Items (1)
|
Foreign
Currency
Items
|
Total
|
||||||||||||
|
Balances at March 31, 2024
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
Other comprehensive loss before
reclassifications
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||
|
Amounts reclassified from OCI
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Balances at June 30, 2024
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
|
(1) |
| 13. |
Commitments and Contingencies
|
The Company is subject to various claims and litigation arising
in the normal course of business. The Company establishes reserves for claims and proceedings when it is probable that liabilities exist, and reasonable estimates of loss can be made. While it is not possible to predict the outcome of these
matters, based on our assessment of the facts and circumstances now known, we do not believe that these matters, individually or in the aggregate, will have a material adverse effect on our financial position. However, actual outcomes may be
different from those expected and could have a material effect on our results of operations or cash flows in a particular period.
| 14. |
Subsequent Event
|
On July 24, 2025 , the Company announced its quarterly dividend of $0.41 per share would be payable on September 2, 2025 .
14
Index
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
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, 2025, and statements including the terms “expect,” “believe,” “anticipate,” and other similar terms that express expectations as to future events or conditions. The
Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and other
factors that could cause actual events to differ materially from those expressed in the forward-looking statements. A variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results.
These factors and assumptions include, among others, the Company’s ability to manage general business, economic, and capital market conditions, including actions taken by customers in response to such market conditions, and the impact of recessions
and economic downturns; the impact of macroeconomic and geopolitical volatility, including inflation and shortages impacting the availability and cost of raw materials, energy, and other supplies, disruptions and delays in the Company’s supply
chain, and the conflicts between Russia and Ukraine and in the Middle East; industry, regulatory, legal, and economic factors related to the Company’s domestic and international business; the effects of tariffs, trade barriers, and disputes; the
availability and cost of labor, logistics, and transportation; the pace and nature of new product introductions by the Company and the Company’s customers; the Company’s ability to anticipate and respond to changing consumer preferences, changing
technologies, and changing regulations; the Company’s ability to successfully implement its growth strategies; the outcome of the Company’s various productivity-improvement and cost-reduction efforts, acquisition and divestiture activities, and
Portfolio Optimization Plan; growth in markets for products in which the Company competes; industry and customer acceptance of price increases; actions by competitors; the Company’s ability to enhance its innovation efforts and drive cost
efficiencies; currency exchange rate fluctuations; and the matters discussed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. 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 $414.2 million and $403.5 million for the three months ended June 30, 2025 and 2024, respectively. Revenue was $806.6 million and $788.2 million for the six months ended June 30, 2025 and 2024, respectively. The increase in revenue
for the three and six months ended June 30, 2025 was primarily due to higher selling prices. For the three and six months ended June 30, 2025, the impact of foreign exchange rates increased consolidated revenue by approximately 1% and decreased
revenue by approximately 1%, respectively.
Gross Margin
The Company’s gross margin was 34.5% and 32.4% for the three months ended June 30, 2025 and 2024, respectively. The Company’s gross margin was 34.0% and 32.6% for the six months ended June 30, 2025 and 2024, respectively. For the three and six
months ended June 30, 2025, Portfolio Optimization Plan costs totaling $1.8 million and $3.6 million, respectively, decreased gross margin by 40 and 50 basis points, respectively. Portfolio Optimization Plan costs for the three and six months ended
June 30, 2024 had an immaterial impact on gross margin. See Portfolio Optimization Plan below for further information. The Company’s gross margins for the three and six months ended June 30, 2025 were
further impacted by the favorable pricing, partially offset by higher raw material costs.
Selling and Administrative Expenses
Selling and administrative expense as a percent of revenue was 20.6% and 20.1% for the three months ended June 30, 2025 and 2024, respectively. Selling and administrative expense as a percent of revenue was 20.3% and 20.1% for the six months
ended June 30, 2025 and 2024, respectively. For the three months ended June 30, 2025 and 2024, selling and administrative expenses were increased by Portfolio Optimization Plan costs totaling $1.6 and $1.5 million, respectively, which increased
selling and administrative expenses as a percent of revenue by approximately 40 basis points for each period. For the six months ended June 30, 2025 and 2024, selling and administrative expenses were increased by Portfolio Optimization Plan costs
totaling $2.6 million and $4.3 million, respectively, which increased selling and administrative expenses as a percent of revenue by approximately 40 and 60 basis points, respectively. See Portfolio Optimization
Plan below for further information. The remaining increase in selling and administrative expense as a percent of revenue for the three and six months ended June 30, 2025 was primarily due to higher performance-based executive compensation
costs incurred in 2025.
15
Index
Operating Income
Operating income was $57.7 million and $49.7 million for the three months ended June 30, 2025 and 2024, respectively. Operating margins were 13.9% and 12.3% for the three months ended June 30, 2025 and 2024, respectively. Portfolio Optimization
Plan costs decreased operating margins by approximately 80 and 40 basis points for the three months ended June 30, 2025 and 2024, respectively. The increase in operating margin was primarily due to the higher selling prices, partially offset by
higher raw material costs and higher performance-based executive compensation costs incurred in 2025.
Operating income was $111.2 million and $99.1 million for the six months ended June 30, 2025 and 2024, respectively. Operating margins were 13.8% and 12.6% for the six months ended June 30, 2025 and 2024, respectively. Portfolio Optimization
Plan costs decreased operating margins by approximately 80 and 50 basis points for the six months ended June 30, 2025 and 2024, respectively. The increase in operating margin was primarily due to the higher selling prices, partially offset by
higher raw material costs and higher performance-based executive compensation costs incurred in 2025.
Interest Expense
Interest expense was $7.4 million and $7.7 million for the three months ended June 30, 2025 and 2024, respectively, and $14.7 million for both the six months ended June 30, 2025 and 2024. The decrease in expense for the three months ended June
30, 2025 was primarily due to a decrease in the average interest rate.
Income Taxes
The effective income tax rates for the three months ended June 30, 2025 and 2024, were 25.3% and 26.4%, respectively. For the six months ended June 30, 2025 and 2024, the effective income tax rates were 25.3% and 26.7%, respectively. The
effective tax rates for the three and six months ended June 30, 2025 and 2024 were both 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 further impacted by the limited tax deductibility of costs related to the Portfolio Optimization Plan.
Acquisition
On February 14, 2025, the Company acquired Biolie SAS, a natural color extraction business
located in France. The Company paid $4.9 million in cash for this acquisition, which is net of $0.2 million in debt assumed. The assets acquired and liabilities assumed were recorded at their estimated fair value as of the acquisition date. The
Company acquired net assets of $0.3 million, with the remaining $4.6 million allocated to goodwill. This business is part of the Color segment.
Portfolio Optimization Plan
During the fourth quarter of 2023, the Board of Directors of the Company approved a plan to undertake an effort to optimize certain production facilities and improve efficiencies within the Company (Portfolio
Optimization Plan). As part of the Portfolio Optimization Plan, in the Flavors & Extracts segment, the Company evaluated the closure of its manufacturing facility in Felinfach, Wales, United Kingdom, the closure of its sales office in Granada,
Spain, and the centralization and elimination of certain selling and administrative positions. In addition, in the Color segment, the Company evaluated the closure of a manufacturing facility in Delta, British Columbia, Canada, the closure of a
sales office in Argentina, and centralizing and eliminating certain production positions and selling and administrative positions. The Company reports all costs associated with the Portfolio Optimization Plan in the Corporate & Other segment.
The Company’s Felinfach site was shut down in May 2025, and all production activities have been transferred to other locations. The Company began marketing the Felinfach site for sale in June 2025. The Company has
substantially completed all other actions contemplated under the Portfolio Optimization Plan in accordance with local laws.
For the three and six months ended June 30, 2025, the Company incurred costs of $3.3 million and $6.2 million, respectively, related to the Portfolio Optimization Plan recorded in Corporate & Other, primarily for dual plant operating costs,
professional services, non-cash inventory charges, decommissioning costs, and employee separation costs. For the three and six months ended June 30, 2024, the Company incurred costs of $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.
16
Index
NON-GAAP FINANCIAL MEASURES
Within the following tables, the Company reports certain non-GAAP financial measures, including: (1) adjusted operating income, adjusted net earnings, and adjusted diluted earnings per share, which exclude restructuring and other costs,
including the Portfolio Optimization Plan costs, (2) percentage changes in revenue, operating income, and diluted earnings per share on an adjusted local currency basis, which eliminate the effects that result from translating its international
operations into U.S. dollars and restructuring and other costs, including the Portfolio Optimization Plan costs, and (3) adjusted EBITDA, which excludes restructuring and other costs, including the Portfolio
Optimization Plan costs, and non-cash share based compensation expense.
The Company has included each of these non-GAAP measures in order to provide additional information regarding our underlying operating results and comparable year-over-year performance. Such information is supplemental to information presented
in accordance with GAAP and is not intended to represent a presentation in accordance with GAAP. These non-GAAP measures should not be considered in isolation. Rather, they should be considered together with GAAP measures and the rest of the
information included in this report. Management internally reviews each of these non-GAAP measures to evaluate performance on a comparative period-to-period basis and to gain additional insight into underlying operating and performance trends, and
the Company believes the information can be beneficial to investors for the same purposes. These non-GAAP measures may not be comparable to similarly titled measures used by other companies.
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||||||||||
|
(In thousands, except per share amounts)
|
2025
|
2024
|
% Change
|
2025
|
2024
|
% Change
|
||||||||||||||||||
|
Operating Income (GAAP)
|
$
|
57,706
|
$
|
49,657
|
16.2
|
%
|
$
|
111,236
|
$
|
99,063
|
12.3
|
%
|
||||||||||||
|
Portfolio Optimization Plan costs – Cost of
products sold
|
1,789
|
207
|
3,603
|
314
|
||||||||||||||||||||
|
Portfolio Optimization Plan costs – Selling
and administrative expenses
|
1,550
|
1,545
|
2,600
|
4,250
|
||||||||||||||||||||
|
Adjusted operating income
|
$
|
61,045
|
$
|
51,409
|
18.7
|
%
|
$
|
117,439
|
$
|
103,627
|
13.3
|
%
|
||||||||||||
|
Net Earnings (GAAP)
|
$
|
37,587
|
$
|
30,932
|
21.5
|
%
|
$
|
72,049
|
$
|
61,872
|
16.4
|
%
|
||||||||||||
|
Portfolio Optimization Plan costs, before tax
|
3,339
|
1,752
|
6,203
|
4,564
|
||||||||||||||||||||
|
Tax impact of Portfolio Optimization Plan
costs(1)
|
(815
|
)
|
(214
|
)
|
(1,517
|
)
|
(569
|
)
|
||||||||||||||||
|
Adjusted net earnings
|
$
|
40,111
|
$
|
32,470
|
23.5
|
%
|
$
|
76,735
|
$
|
65,867
|
16.5
|
%
|
||||||||||||
|
Diluted earnings per share (GAAP)
|
$
|
0.88
|
$
|
0.73
|
20.5
|
%
|
$
|
1.69
|
$
|
1.46
|
15.8
|
%
|
||||||||||||
|
Portfolio Optimization Plan costs, net of tax
|
0.06
|
0.04
|
0.11
|
0.09
|
||||||||||||||||||||
|
Adjusted diluted earnings per share
|
$
|
0.94
|
$
|
0.77
|
22.1
|
%
|
$
|
1.80
|
$
|
1.56
|
15.4
|
%
|
||||||||||||
|
Operating Income (GAAP)
|
$
|
57,706
|
$
|
49,657
|
16.2
|
%
|
$
|
111,236
|
99,063
|
12.3
|
%
|
|||||||||||||
|
Depreciation and amortization
|
15,260
|
15,016
|
30,334
|
29,725
|
||||||||||||||||||||
|
Share-based compensation expense
|
3,739
|
2,916
|
6,639
|
4,911
|
||||||||||||||||||||
|
Portfolio Optimization Plan costs, before tax
|
3,339
|
1,752
|
6,203
|
4,564
|
||||||||||||||||||||
|
Adjusted EBITDA
|
$
|
80,044
|
$
|
69,341
|
15.4
|
%
|
$
|
154,412
|
$
|
138,263
|
11.7
|
%
|
||||||||||||
(1) Tax impact adjustments were determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates.
Portfolio Optimization Plan costs are discussed under “Portfolio Optimization Plan” above and Note 3, Portfolio Optimization Plan, in the Notes to the Consolidated Financial Statements included in
this report.
Note: Earnings per share calculations may not foot due to rounding differences.
17
Index
The following table summarizes the percentage change for the results of the three and six months ended June 30, 2025, compared to the results for the three and six months ended June 30, 2024, in the respective financial measures.
|
Three Months Ended June 30, 2025
|
Six Months Ended June 30, 2025
|
|||||||||||||||||||||||||||||||
|
Revenue
|
Total
|
Foreign
Exchange
Rates
|
Adjustments(1)
|
Adjusted
Local
Currency
|
Total
|
Foreign
Exchange
Rates
|
Adjustments(1)
|
Adjusted
Local
Currency
|
||||||||||||||||||||||||
|
Flavors & Extracts
|
(2.8
|
%)
|
0.4
|
%
|
N/A
|
(3.2
|
%)
|
(1.3
|
%)
|
(0.4
|
%)
|
N/A
|
(0.9
|
%)
|
||||||||||||||||||
|
Color
|
6.9
|
%
|
0.3
|
%
|
N/A
|
6.6
|
%
|
5.9
|
%
|
(1.5
|
%)
|
N/A
|
7.4
|
%
|
||||||||||||||||||
|
Asia Pacific
|
10.8
|
%
|
3.2
|
%
|
N/A
|
7.6
|
%
|
7.3
|
%
|
1.1
|
%
|
N/A
|
6.2
|
%
|
||||||||||||||||||
|
Total Revenue
|
2.7
|
%
|
0.6
|
%
|
N/A
|
2.1
|
%
|
2.3
|
%
|
(0.8
|
%)
|
N/A
|
3.1
|
%
|
||||||||||||||||||
|
Operating Income
|
||||||||||||||||||||||||||||||||
|
Flavors & Extracts
|
8.8
|
%
|
0.2
|
%
|
0.0
|
%
|
8.6
|
%
|
7.2
|
%
|
(0.3
|
%)
|
0.0
|
%
|
7.5
|
%
|
||||||||||||||||
|
Color
|
23.6
|
%
|
1.5
|
%
|
0.0
|
%
|
22.1
|
%
|
16.8
|
%
|
(1.0
|
%)
|
0.0
|
%
|
17.8
|
%
|
||||||||||||||||
|
Asia Pacific
|
13.5
|
%
|
5.5
|
%
|
0.0
|
%
|
8.0
|
%
|
10.4
|
%
|
2.9
|
%
|
0.0
|
%
|
7.5
|
%
|
||||||||||||||||
|
Corporate & Other
|
17.1
|
%
|
0.0
|
%
|
9.0
|
%
|
8.1
|
%
|
12.3
|
%
|
0.0
|
%
|
4.2
|
%
|
8.1
|
%
|
||||||||||||||||
|
Total Operating Income
|
16.2
|
%
|
1.9
|
%
|
(2.6
|
%)
|
16.9
|
%
|
12.3
|
%
|
(0.3
|
%)
|
(1.0
|
%)
|
13.6
|
%
|
||||||||||||||||
|
Diluted Earnings per Share
|
20.5
|
%
|
1.3
|
%
|
(1.6
|
%)
|
20.8
|
%
|
15.8
|
%
|
0.0
|
%
|
(0.2
|
%)
|
16.0
|
%
|
||||||||||||||||
|
Adjusted EBITDA
|
15.4
|
%
|
1.3
|
%
|
N/A
|
14.1
|
%
|
11.7
|
%
|
(0.4
|
%)
|
N/A
|
12.1
|
%
|
||||||||||||||||||
| (1) |
Adjustments consist of Portfolio Optimization Plan costs.
|
Note: Refer to table above for a reconciliation of these non-GAAP measures.
SEGMENT INFORMATION
The Company determines its operating segments based on information utilized by its chief operating decision maker to allocate resources and assess performance. Segment performance is evaluated on operating income before share-based compensation
(except for share-based compensation expense associated with stock grants to certain business unit leaders); restructuring and other costs, including the Portfolio Optimization Plan costs (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 $203.3 million and $209.2 million for the three months ended June 30, 2025 and 2024, respectively, a decrease of approximately 3%. The decrease was a result of lower revenue in Natural Ingredients,
partially offset by higher revenue in Flavors, Extracts & Flavor Ingredients. The lower revenue in Natural Ingredients was due to lower volumes, partially offset by higher selling prices. The higher revenue in Flavors, Extracts & Flavor
Ingredients was primarily due to higher volumes and selling prices. Foreign exchange rates had an immaterial impact on segment revenue for the three months ended June 30, 2025.
Flavors & Extracts segment revenue was $396.9 million and $402.3 million for the six months ended June 30, 2025 and 2024, respectively, a decrease of approximately 1%. The decrease was a result of lower revenue in Natural Ingredients,
partially offset by higher revenue in Flavors, Extracts & Flavor Ingredients. The lower revenue in Natural Ingredients was due to lower volumes, partially offset by higher selling prices. The higher revenue in Flavors, Extracts & Flavor
Ingredients was primarily due to higher volumes and selling prices. Foreign exchange rates had an immaterial impact on segment revenue for the six months ended June 30, 2025.
Flavors & Extracts segment operating income was $28.5 million and $26.2 million for the three months ended June 30, 2025 and 2024, respectively, an increase of approximately 9%. The higher segment operating income was a result of higher
operating income in Flavors, Extracts & Flavor Ingredients, partially offset by lower operating income in Natural Ingredients. The higher segment operating income in Flavors, Extracts & Flavor Ingredients was primarily due to higher selling
prices, higher volumes, and lower manufacturing and other costs. The lower segment operating income in Natural Ingredients was primarily due to higher raw material costs and lower volumes, partially offset by higher selling prices. Segment
operating income as a percent of revenue was 14.0% in the current quarter compared to 12.5% in the prior year’s comparable quarter. Foreign exchange rates had an immaterial impact on segment operating income for the three months ended June 30,
2025.
18
Index
Flavors & Extracts segment operating income was $53.5 million and $49.9 million for the six months ended June 30, 2025 and 2024, respectively, an increase of approximately 7%. The higher segment operating income was a result of higher
operating income in Flavors, Extracts & Flavor Ingredients, partially offset by lower operating income in Natural Ingredients. The higher segment operating income in Flavors, Extracts & Flavor Ingredients was primarily due to higher selling
prices, higher volumes, and lower manufacturing and other costs. The lower segment operating income in Natural Ingredients was primarily due to higher raw material costs and lower volumes, partially offset by higher selling prices. Segment
operating income as a percent of revenue was 13.5% in the current six month period compared to 12.4% in the prior year’s comparable six month period. Foreign exchange rates had an immaterial impact on segment operating income for the six months
ended June 30, 2025.
Color
Segment revenue for the Color segment was $179.3 million and $167.7 million for the three months ended June 30, 2025 and 2024, respectively, an increase of approximately 7%. The increase was primarily a result of higher revenue in Food &
Pharmaceutical Colors, primarily due to higher volumes and selling prices. Foreign exchange rates had an immaterial impact on segment revenue for the three months ended June 30, 2025.
Segment revenue for the Color segment was $347.0 million and $327.7 million for the six months ended June 30, 2025 and 2024, respectively, an increase of approximately 6%. The increase was primarily a result of higher revenue in Food &
Pharmaceutical Colors, primarily due to higher volumes and selling prices, partially offset by the unfavorable impact of foreign exchange rates that decreased segment revenue by approximately 2%.
Segment operating income for the Color segment was $38.9 million and $31.5 million for the three months ended June 30, 2025 and 2024, respectively, an increase of approximately 24%. The increase in segment operating income was primarily a result
of higher operating income in Food & Pharmaceutical Colors, primarily due to higher selling prices and volumes, partially offset by higher raw material costs. Foreign exchange rates increased segment operating income by approximately 2%.
Segment operating income as a percent of revenue was 21.7% in the current quarter and 18.8% in the prior year’s comparable quarter.
Segment operating income for the Color segment was $73.8 million and $63.2 million for the six months ended June 30, 2025 and 2024, respectively, an increase of approximately 17%. The increase in segment operating income was a result of higher
operating income in Food & Pharmaceutical Colors, partially offset by lower operating income in Personal Care. The higher operating income in Food & Pharmaceutical Colors was primarily due to higher selling prices and volumes, partially
offset by higher raw material and manufacturing and other costs. The lower operating income in Personal Care was primarily due to higher manufacturing and other costs, partially offset by higher selling prices. Foreign exchange rates decreased
segment operating income by approximately 1%. Segment operating income as a percent of revenue was 21.3% in the current six month period and 19.3% in the prior year’s comparable period.
Asia Pacific
Segment revenue for the Asia Pacific segment was $42.7 million and $38.6 million for the three months ended June 30, 2025 and 2024, respectively, an increase of approximately 11%. The increase was a result of higher selling prices, higher
volumes, and the favorable impact of foreign exchange rates that increased segment revenue by approximately 3%.
Segment revenue for the Asia Pacific segment was $84.6 million and $78.9 million for the six months ended June 30, 2025 and 2024, respectively, an increase of approximately 7%. The increase was a result of higher volumes, higher selling prices,
and the favorable impact of foreign exchange rates that increased segment revenue by approximately 1%.
Segment operating income for the Asia Pacific segment was $8.9 million and $7.9 million for the three months ended June 30, 2025 and 2024, respectively, an increase of approximately 14%. The increase was primarily a result of higher selling
prices and volumes and the favorable impact of foreign exchange rates that increased segment operating income by approximately 6%, partially offset by higher manufacturing and other costs. Segment operating income as a percent of revenue was 20.9%
in the current quarter and 20.4% in the prior year’s comparable quarter.
Segment operating income for the Asia Pacific segment was $18.4 million and $16.7 million for the six months ended June 30, 2025 and 2024, respectively, an increase of approximately 10%. The increase was primarily a result of higher selling
prices and volumes and the favorable impact of foreign exchange rates that increased segment operating income by approximately 3%, partially offset by higher manufacturing and other costs. Segment operating income as a percent of revenue was 21.7%
in the current six month period and 21.1% in the prior year’s comparable period.
Corporate & Other
The Corporate & Other operating expense was $18.7 million and $15.9 million for the three months ended June 30, 2025 and 2024, respectively. For the three months ended June 30, 2025 and 2024, Corporate & Other operating expenses were
increased by Portfolio Optimization Plan costs totaling $3.3 million and $1.8 million, respectively. See the Portfolio Optimization Plan section above for further information. The remaining increase in
Corporate & Other operating expenses was primarily due to higher performance-based executive compensation costs incurred in 2025.
19
Index
The Corporate & Other operating expense was $34.4 million and $30.7 million for the six months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, Corporate & Other operating expenses were
increased by Portfolio Optimization Plan costs totaling $6.2 million and $4.6 million, respectively. See the Portfolio Optimization Plan section above for further information. The remaining increase in
Corporate & Other operating expenses was primarily due to higher performance-based executive compensation costs incurred in 2025.
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, 2025. The Company expects its cash flow from operations and its existing
debt capacity can be used to meet anticipated future cash requirements for operations, capital expenditures, and dividend payments, as well as potential acquisitions and stock repurchases. The Company’s contractual obligations consist primarily of
operational commitments, which we expect to continue to be able to satisfy through cash generated from operations and debt. The Company has various series of notes outstanding that mature from 2025 through 2029. The Company believes that it has the
ability to refinance or repay these obligations through a combination of cash flow from operations, issuance of additional notes, and sufficient borrowing capacity under the Company’s revolving credit facility, which matures in 2030.
As a result of our ability to manage the impact of inflation through pricing and other actions, the impact of inflation was not material to the Company’s financial position and its results of operations for the three or six months ended June 30,
2025. The Company has experienced increased costs for certain inputs, such as raw materials, shipping and logistics, and labor. 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.
The United States has recently implemented significant tariffs on imports from a wide range of countries and has announced the possibility of implementing additional, or increasing current, tariffs. These actions, and retaliatory tariffs imposed
by other countries on United States exports, have led to significant volatility and uncertainty in global markets. The Company anticipates incurring incremental tariff costs on certain raw materials to produce our products and certain finished
goods shipped to customers. However, the Company expects to manage the impact of the increased tariff costs through pricing actions. To the extent the Company is unable to offset the increased tariff costs, or the tariffs negatively impact demand,
the Company’s revenue and profitability would be adversely impacted. If additional tariffs are adopted, the Company would incur additional tariff costs that could be material.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes a broad range of tax reform provisions, such as the extension of certain expiring provisions, modifications to the international tax
framework, and the continuation of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its
impact on our consolidated financial statements.
Cash Flows from Operating Activities
Net cash provided by operating activities was $39.3 million and $58.9 million for the six months ended June 30, 2025 and 2024, respectively. The decrease in net cash from operating activities was primarily due to an increase in cash used for
performance-based compensation payments (which are determined based on prior year performance) made during 2025 compared to 2024 and a decrease in cash provided by inventory during 2025 compared to 2024, partially offset by an increase in cash
provided by accounts receivable.
Cash Flows from Investing Activities
Net cash used in investing activities was $41.5 million and $22.9 million during the six months ended June 30, 2025 and 2024, respectively. Capital expenditures were $38.0 million and $22.9 million during the six months ended June 30, 2025 and
2024, respectively. In 2025, the Company paid $4.9 million for the acquisition of Biolie SAS.
Cash Flows from Financing Activities
Net cash provided by financing activities was $26.0 million and net cash used in financing activities was $26.1 million for the six months ended June 30, 2025 and 2024, respectively. Net debt increased by $63.3 million and $11.6 million for the
six months ended June 30, 2025 and 2024, 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, 2025. For purposes of
the cash flow statement, net changes in debt exclude the impact of foreign exchange rates. Dividends of $34.7 million were paid during both the six months ended June 30, 2025 and 2024. Total dividends of $0.82 per share were paid for both the six
months ended June 30, 2025 and 2024.
20
Index
CRITICAL ACCOUNTING POLICIES
There have been no material changes in the Company’s critical accounting policies during the quarter ended June 30, 2025. 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, 2024.
| 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 June 30, 2025. 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, 2024.
| ITEM 4. |
CONTROLS AND PROCEDURES
|
Evaluation of Disclosure Controls and Procedures: The Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s Chairman, President, and Chief Executive Officer and its Vice
President and Chief Financial Officer, of the effectiveness, as of the end of the period covered by this report, of the design and operation of the disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based upon
that evaluation, the Company’s Chairman, President, and Chief Executive Officer and its Vice President and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this
report.
Changes in Internal Control over Financial Reporting: There have been no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended June 30, 2025, 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
|
See Part I, Item 1, Note 13, Commitments and Contingencies, of this report for information regarding legal proceedings in which the Company is involved.
|
ITEM 1A.
|
RISK FACTORS
|
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, 2024.
| 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 June 30, 2025, 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, 2025, 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, 2025.
| ITEM 5. |
OTHER INFORMATION
|
During the three months ended June 30, 2025, no director or officer of the Company adopted terminated
| ITEM 6. |
EXHIBITS
|
The exhibits listed in the following Exhibit Index are filed as part of this Quarterly Report on Form 10-Q.
21
Index
SENSIENT TECHNOLOGIES CORPORATION
EXHIBIT INDEX
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2025
|
Exhibit
|
Description
|
Incorporated by Reference From
|
Filed Herewith
|
||
|
10.1
|
Fourth Amended and Restated Credit Agreement dated as of June 13, 2025
|
Exhibit 10.1 to Current Report on Form 8-K filed June 18, 2025 (Commission File No. 1-7626)
|
|||
|
10.2
|
Amendment No. 2 to Loan Agreement, dated as of June 13, 2025, between Sensient Technologies Corporation and PNC Bank, National Association.
|
Exhibit 10.2 to Current Report on Form 8-K filed June 18, 2025 (Commission File No. 1-7626)
|
|||
|
10.3
|
Amendment No. 12 to Receivables Purchase Agreement, dated as of June 30, 2025, among Sensient Receivables LLC, Sensient Technologies Corporation, and Wells Fargo Bank, National Association
|
Exhibit 10.1 to Current Report on Form 8-K filed July 1, 2025 (Commission File No. 1-7626)
|
|||
|
31
|
Certifications of the Company’s Chairman, President & Chief Executive Officer and Vice President & Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act
|
X
|
|||
|
32
|
Certifications of the Company’s Chairman, President & Chief Executive Officer and Vice President & Chief Financial Officer pursuant to 18 United States Code § 1350
|
X
|
|||
|
101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
|
X
|
|||
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
X
|
|||
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
X
|
|||
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
X
|
|||
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
X | |||
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
X | |||
| 104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
X |
22
Index
SIGNATURES
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:
|
August 5, 2025
|
By:
|
/s/ John J. Manning
|
|
|
John J. Manning, Senior Vice
|
||||
| President, General Counsel & |
||||
| Secretary | ||||
|
Date:
|
August 5, 2025
|
By:
|
/s/ Tobin Tornehl
|
|
|
Tobin Tornehl, Vice President &
|
||||
| Chief Financial Officer | ||||
23
Sensient Tech
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