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SXT Sensient Technologies

Filed: 3 Aug 21, 12:23pm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:June 30, 2021 

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto 

Commission file number: 001-07626

Sensient Technologies Corporation
(Exact name of registrant as specified in its charter)

Wisconsin 39-0561070
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)

777 EAST WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202-5304
(Address of principal executive offices)

Registrant's telephone number, including area code:
(414) 271-6755

Securities registered pursuant to Section 12(b) of the Act:
   
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.10 per shareSXTNew York Stock Exchange LLC

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.

Large Accelerated Filer  
Accelerated Filer
Non-Accelerated Filer
   
Smaller Reporting Company
Emerging Growth Company
 

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.

Class Outstanding at July 28, 2021
Common Stock, par value $0.10 per share 42,156,133





SENSIENT TECHNOLOGIES CORPORATION
INDEX

  Page No.
   
PART I. FINANCIAL INFORMATION: 
   
Item 1. 
   
  1
   
  2
   
  3
   
  4
   
  5
   
 6
   
Item 2. 19
   
Item 3.25
   
Item 4.26
   
PART II. OTHER INFORMATION: 
   
Item 1.27
   
   Item 1A.27
   
Item 2.27
   
Item 6.27
   
 28
   
 29



PART I.FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS

SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands except per share amounts)
(Unaudited)

 
Three Months
Ended June 30,
  
Six Months
Ended June 30,
 
  2021  2020  2021  2020 
             
Revenue $335,827  $323,090  $695,529  $673,767 
Cost of products sold  224,233   220,876   468,322   459,660 
Selling and administrative expenses  75,841   60,089   144,557   137,421 
Operating income  35,753   42,125   82,650   76,686 
Interest expense  3,322   3,608   6,755   7,915 
Earnings before income taxes  32,431   38,517   75,895   68,771 
Income taxes  6,495   7,897   18,291   17,378 
Net earnings $25,936  $30,620  $57,604  $51,393 
                 
Weighted average number of common shares outstanding:                
Basic  42,135   42,305   42,199   42,294 
Diluted  42,267   42,322   42,328   42,315 
                 
Earnings per common share:                
Basic $0.62  $0.72  $1.37  $1.22 
Diluted $0.61  $0.72  $1.36  $1.21 
                 
Dividends declared per common share $0.39  $0.39  $0.78  $0.78 

See accompanying notes to consolidated condensed financial statements.


SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)

 
Three Months
Ended June 30,
  
Six Months
Ended June 30,
 
  2021  2020  2021  2020 
             
Comprehensive income $44,245  $33,257  $60,774  $9,677 

See accompanying notes to consolidated condensed financial statements.


SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)

Assets 
June 30,
2021
(Unaudited)
  December 31, 2020 
       
Current Assets:      
Cash and cash equivalents $33,306  $24,770 
Trade accounts receivable  258,411   234,132 
Inventories  360,240   381,346 
Prepaid expenses and other current assets  56,111   48,578 
Assets held for sale  0   52,760 
         
Total current assets  708,068   741,586 
         
Other assets  90,369   89,883 
Deferred tax assets  28,067   29,678 
Intangible assets, net  10,676   10,930 
Goodwill  418,528   423,290 
Property, Plant, and Equipment:        
Land  31,315   31,422 
Buildings  318,523   316,533 
Machinery and equipment  702,697   703,485 
Construction in progress  28,750   21,759 
   1,081,285   1,073,199 
Less accumulated depreciation  (639,263)  (627,706)
   442,022   445,493 
         
Total assets $1,697,730  $1,740,860 
         
Liabilities and ShareholdersEquity
        
         
Current Liabilities:        
Trade accounts payable $115,325  $107,324 
Accrued salaries, wages, and withholdings from employees  30,210   34,462 
Other accrued expenses  43,920   42,985 
Income taxes  6,190   4,598 
Short-term borrowings  771   9,247 
Liabilities held for sale  0   17,339 
         
Total current liabilities  196,416   215,955 
         
Deferred tax liabilities  13,444   13,411 
Other liabilities  30,500   30,213 
Accrued employee and retiree benefits  29,863   28,941 
Long-term debt  483,230   518,004 
Shareholders’ Equity:        
Common stock  5,396   5,396 
Additional paid-in capital  105,967   102,909 
Earnings reinvested in the business  1,603,239   1,578,662 
Treasury stock, at cost  (614,404)  (593,540)
Accumulated other comprehensive loss  (155,921)  (159,091)
         
Total shareholders’ equity  944,277   934,336 
         
Total liabilities and shareholders’ equity $1,697,730  $1,740,860 

See accompanying notes to consolidated condensed financial statements.


SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 
Six Months
Ended June 30,
 
  2021  2020 
       
Cash flows from operating activities:      
Net earnings $57,604  $51,393 
Adjustments to arrive at net cash provided by operating activities:        
Depreciation and amortization  25,817   24,522 
Share-based compensation expense  4,188   2,662 
Net loss on assets  206   50 
Loss on divestitures and other charges  13,511   6,634 
Deferred income taxes  1,702   1,075 
Changes in operating assets and liabilities:        
Trade accounts receivable  (26,902)  (20,494)
Inventories  19,357   24,816 
Prepaid expenses and other assets  (15,573)  (3,975)
Accounts payable and other accrued expenses  9,632   9,961 
Accrued salaries, wages, and withholdings from employees  (3,944)  6,483 
Income taxes  1,953   3,899 
Other liabilities  1,710   588 
         
Net cash provided by operating activities  89,261   107,614 
         
Cash flows from investing activities:        
Acquisition of property, plant, and equipment  (25,550)  (21,417)
Proceeds from sale of assets  169   6 
Proceeds from divesture of businesses  36,255   11,255 
Other investing activities  (254)  4,395 
         
Net cash provided by (used in) investing activities  10,620   (5,761)
         
Cash flows from financing activities:        
Proceeds from additional borrowings  25,997   38,670 
Debt payments  (62,578)  (98,849)
Purchase of treasury stock  (22,507)  0 
Dividends paid  (33,027)  (33,018)
Other financing activities  (582)  (414)
         
Net cash used in financing activities  (92,697)  (93,611)
         
Effect of exchange rate changes on cash and cash equivalents  1,352   (8,519)
         
Net increase (decrease) in cash and cash equivalents  8,536   (277)
Cash and cash equivalents at beginning of period  24,770   21,153 
         
Cash and cash equivalents at end of period $33,306  $20,876 

See accompanying notes to consolidated condensed financial statements.


SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except share and per share amounts)
(Unaudited)

 Common  
Additional
Paid-In
  Earnings Reinvested  Treasury Stock  
Accumulated
Other
Comprehensive
  Total 
Three Months Ended June 30, 2021
 Stock  Capital  in the Business  Shares  Amount  Income (Loss)  Equity 
Balances at March 31, 2021
 $5,396  $104,725  $1,593,795   11,776,654  $(604,040) $(174,230) $925,646 
Net earnings  0   0   25,936   -   0   0   25,936 
Other comprehensive income  0   0   0   -   0   18,309   18,309 
Cash dividends paid - $0.39 per share
  0   0   (16,492)  -   0   0   (16,492)
Share-based compensation  0   2,075   0   -   0   0   2,075 
Non-vested stock issued upon vesting  0   (701)  0   (13,666)  701   0   0 
Purchase of treasury stock  0   0   0   125,150   (10,842)  0   (10,842)
Other  0   (132)  0   4,359   (223)  0   (355)
Balances at June 30, 2021
 $5,396  $105,967  $1,603,239   11,892,497  $(614,404) $(155,921) $944,277 

Three Months Ended June 30, 2020
                     
Balances at March 31, 2020
 $5,396  $99,080  $1,539,520   11,656,206  $(593,977) $(207,361) $842,658 
Net earnings  0   0   30,620   -   0   0   30,620 
Other comprehensive income  0   0   0   -   0   2,637   2,637 
Cash dividends paid - $0.39 per share
  0   0   (16,518)  -   0   0   (16,518)
Share-based compensation  0   1,485   0   -   0   0   1,485 
Non-vested stock issued upon vesting  0   (628)  0   (12,315)  628   0   0 
Other  0   25   0   3,736   (191)  0   (166)
Balances at June 30, 2020
 $5,396  $99,962  $1,553,622   11,647,627  $(593,540) $(204,724) $860,716 

Six Months Ended June 30, 2021
                     
Balances at December 31, 2020
 $5,396  $102,909  $1,578,662   11,647,627  $(593,540) $(159,091) $934,336 
Net earnings  0   0   57,604   -   0   0   57,604 
Other comprehensive income  0   0   0   -   0   3,170   3,170 
Cash dividends paid - $0.78 per share
  0   0   (33,027)  -   0   0   (33,027)
Share-based compensation  0   4,188   0   -   0   0   4,188 
Non-vested stock issued upon vesting  0   (1,264)  0   (24,711)  1,264   0   0 
Benefit plans  0   338   0   (14,791)  756   0   1,094 
Purchase of treasury stock  0   0   0   276,993   (22,507)  0   (22,507)
Other  0   (204)  0   7,379   (377)  0   (581)
Balances at June 30, 2021
 $5,396  $105,967  $1,603,239   11,892,497  $(614,404) $(155,921) $944,277 

Six Months Ended June 30, 2020
                     
Balances at December 31, 2019
 $5,396  $98,425  $1,536,100   11,682,636  $(595,324) $(163,008) $881,589 
Net earnings  0   0   51,393   -   0   0   51,393 
Other comprehensive loss  0   0   0   -   0   (41,716)  (41,716)
Cash dividends paid - $0.78 per share
  0   0   (33,018)  -   0   0   (33,018)
Share-based compensation  0   2,662   0   -   0   0   2,662 
Non-vested stock issued upon vesting  0   (1,352)  0   (26,515)  1,352   0   0 
Benefit plans  0   241   0   (16,344)  833   0   1,074 
Adoption of ASU 2016-13  0   0   (853)  -   0   0   (853)
Other  0   (14)  0   7,850   (401)  0   (415)
Balances at June 30, 2020
 $5,396  $99,962  $1,553,622   11,647,627  $(593,540) $(204,724) $860,716 

See accompanying notes to consolidated condensed financial statements.


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, 2021, and the results of operations, comprehensive income, and shareholders’ equity for the three and six months ended June 30, 2021 and 2020, and cash flows for the six months ended June 30, 2021 and 2020. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Expenses are charged to operations in the period incurred.

Recently Adopted Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which clarifies and simplifies aspects of the accounting for income taxes. ASU 2019-12 is effective for public business entities beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2019-12 on January 1, 2021, using retrospective, modified retrospective or prospective basis for certain amendments. There was no impact to the consolidated financial statements.

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other inter-bank offered rates to alternative rates. The guidance is effective upon issuance and generally can be applied through December 31, 2022. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements and its related disclosures.

Please refer to the notes in the Company’s annual consolidated financial statements for the year ended December 31, 2020, for additional details of the Company’s financial condition and a description of the Company’s accounting policies, which have been continued without change.

2.Divestitures

In October 2019, the Company announced its intent to divest its inks, fragrances (excluding its essential oils product line), and yogurt fruit preparations product lines. The divesting and exit of these 3 product lines does not meet the criteria to be presented as a discontinued operation on the Consolidated Statements of Earnings.

On June 30, 2020, the Company completed the sale of its inks product line. In 2020, the Company received $11.6 million of net cash and expects to receive additional cash when it completes certain post-closing asset sales.

On September 18, 2020, the Company completed the sale of its yogurt fruit preparations product line for $1.0 million. The sale included an earn-out based on future performance, which could result in additional cash consideration for the Company.

On April 1, 2021, the Company completed the sale of its fragrances product line (excluding its essential oils product line). The Company received $36.3 million of net cash, subject to post-closing working capital and net debt adjustments. In addition, the Company expects to receive additional consideration for the collection of certain retained accounts receivable. As a result of the completion of the sale, the Company recorded a non-cash net loss of $11.3 million for the three months ended June 30, 2021, primarily related to the reclassification of accumulated foreign currency translation and related items from Accumulated Other Comprehensive Loss to Selling and Administrative Expenses in the Consolidated Statements of Earnings.

The assets and liabilities related to the inks and fragrances (excluding its essential oils product line) product lines are recorded in Assets Held for Sale and Liabilities Held for Sale as of December 31, 2020, as follows:

(In thousands) 
December 31,
2020
 
Assets held for sale:   
Trade accounts receivable $20,722 
Inventories  25,045 
Prepaid expenses and other current assets  1,843 
Property, plant, and equipment, net  3,434 
Intangible assets  1,716 
Assets held for sale $52,760 
     
Liabilities held for sale:    
Trade accounts payable $13,967 
Accrued salaries, wages, and withholdings from employees  1,739 
Other accrued expenses  1,633 
Liabilities held for sale $17,339 

The Company reports all costs associated with the divestitures in Corporate & Other. The following table summarizes the divestiture & other related costs for the three months ended June 30, 2021:

(In thousands) Yogurt Fruit Preparations  Fragrances  Inks  
Corporate/
Other
  Total 
Non-cash impairment charges – Selling and administrative expenses $0  $1,062  $0  $0  $1,062 
Non-cash charges – Cost of products sold  0   3   0   0   3 
Reclassification of foreign currency translation and related items – Selling and administrative expenses  0   10,193   0   0   10,193 
Other costs - Selling and administrative expenses(1)
  264   202   (98)  62   430 
Total $264  $11,460  $(98) $62  $11,688 

(1)Other costs – Selling and administrative expenses include employee separation costs, professional services, accelerated depreciation, and other related costs.

The Company reports all costs associated with the divestitures in Corporate & Other. The following table summarizes the divestiture & other related costs for the three months ended June 30, 2020:

(In thousands) Yogurt Fruit Preparations  Fragrances  Inks  
Corporate/
Other
  Total 
Non-cash impairment charges – Selling and administrative expenses $2,386  $0  $(86) $0  $2,300 
Non-cash charges – Cost of products sold  1,679   70   0   0   1,749 
Reclassification of foreign currency translation and related items – Selling and administrative expenses  0   0   (8,217)  0   (8,217)
Other costs - Selling and administrative expenses(1)
  518   1,288   194   641   2,641 
Total $4,583  $1,358  $(8,109) $641  $(1,527)


(1)Other costs – Selling and administrative expenses include environmental remediation, employee separation costs, professional services, accelerated depreciation, and other related costs.

The Company reports all costs associated with the divestitures in Corporate & Other. The following table summarizes the divestiture & other related costs for the six months ended June 30, 2021:

(In thousands) Yogurt Fruit Preparations  Fragrances  Inks  
Corporate/
Other
  Total 
Non-cash impairment charges – Selling and administrative expenses $0  $1,062  $0  $0  $1,062 
Non-cash charges – Cost of products sold  0   37   (9)  0   28 
Reclassification of foreign currency translation and related items – Selling and administrative expenses  0   10,193   0   0   10,193 
Other costs - Selling and administrative expenses(1)
  529   1,216   (205)  437   1,977 
Total $529  $12,508  $(214) $437  $13,260 

(1)Other costs – Selling and administrative expenses include environmental remediation, employee separation costs, professional services, and other related costs.

The Company reports all costs associated with the divestitures in Corporate & Other. The following table summarizes the divestiture & other related costs for the six months ended June 30, 2020:

(In thousands) Yogurt Fruit Preparations  Fragrances  Inks  
Corporate/
Other
  Total 
Non-cash impairment charges – Selling and administrative expenses $2,386  $339  $9,351  $0  $12,076 
Non-cash charges – Cost of products sold  1,679   70   0   190   1,939 
Reclassification of foreign currency translation and related items – Selling and administrative expenses  0   0   (8,217)  0   (8,217)
Other costs - Selling and administrative expenses(1)
  586   2,106   296   1,530   4,518 
Total $4,651  $2,515  $1,430  $1,720  $10,316 

(1)Other costs – Selling and administrative expenses include environmental remediation, employee separation costs, professional services, and other related costs.

The Company recorded non-cash impairment charges in Selling and Administrative Expenses, primarily related to property, plant, and equipment and allocated goodwill, when the estimated fair value less costs to sell the product line was lower than its carrying value. The Company recorded non-cash charges in Cost of Products Sold to reduce the carrying value of certain inventories when they were determined to be excess.

In March 2020, the Company was notified by the buyer of the Company’s fragrances product line that environmental sampling conducted at the Company’s Granada, Spain location had identified the presence of contaminants in soil and groundwater in certain areas of the property. The Company records liabilities related to environmental remediation obligations when estimated future expenditures are probable and the amount of the liability is reasonably estimable. The Company recorded $0.8 million in the three months ended June 30, 2020, based upon an environmental investigation and a quantitative risk assessment performed by a consultant hired by the Company. During the six months ended June 30, 2021, the Company recorded an additional $0.3 million related to these obligations in Selling and Administrative Expenses based on further analysis at the site during the period. As of June 30, 2021, the Company estimates remaining 2021 divestiture & other related costs will not be significant.
3.Operational Improvement Plan

During the third quarter of 2020, the Company approved an operational improvement plan (Operational Improvement Plan) to consolidate manufacturing facilities and improve efficiencies within the Company. As part of the Operational Improvement Plan, the Company is combining its New Jersey cosmetics manufacturing facility in the Personal Care product line of the Color segment into its existing Color segment facility in Missouri. In addition, the Company is centralizing certain Flavors & Extracts segment support functions in Europe into one location. In the Asia Pacific segment, the Company incurred costs in connection with the elimination of certain selling and administrative positions.

During the second quarter of 2021, the Company received cash proceeds, net of associated expenses, in connection with the termination of a New Jersey office and laboratory space lease. The terminated lease was originally executed in November 2020 as part of the Operational Improvement Plan; however, the landlord for the property requested to terminate the lease prior to the end of its term and compensated the Company as part of a negotiated resolution for that termination. The Company reports all costs and income associated with the Operational Improvement Plan in Corporate & Other.

The following table summarizes the Operational Improvement Plan income and expenses recorded in Selling and Administrative Expenses by segment for the three months ended June 30, 2021:

(In thousands) Flavors & Extracts  Color  Asia Pacific  Consolidated 
Employee separation costs $3  $26  $(24) $5 
Other income(1)
  0   (3,624)  0   (3,624)
Other costs  0   125   0   125 
Total expense (income) $3  $(3,473) $(24) $(3,494)

(1)Other income includes cash received for the early termination of a lease less associated expenses.

The following table summarizes the Operational Improvement Plan expenses recorded in Selling and Administrative Expenses by segment for the six months ended June 30, 2021:


(In thousands)
 Flavors & Extracts  Color  Asia Pacific  Consolidated 
Employee separation costs $(16) $80  $(68) $(4)
Other income(1)
  0   (3,624)  0   (3,624)
Other costs(2)
  0   1,134   1   1,135 
Total expense (income) $(16) $(2,410) $(67) $(2,493)

(1)Other income includes cash received for the early termination of a lease less associated expenses.
(2)
Other costs include professional services, accelerated depreciation, and other related costs.

As of June 30, 2021 and December 31, 2020, the Company recorded $1.6 million and $2.2 million, respectively, of accrued liabilities in Other Accrued Expenses on the Company’s Consolidated Balance Sheet related to this plan. The Company estimates remaining 2021 Operational Improvement Plan costs will be approximately $1 million.

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, including the current and expected impact of COVID-19. Currently, the COVID-19 pandemic has not had, and is not anticipated to have, a material impact on trade accounts receivable. Forecasted economic conditions have not had a significant impact on the current credit loss estimate due to the short-term nature of the Company’s customer receivables; however, the Company will continue to monitor and evaluate the rapidly changing economic conditions. Additionally, as the Company only has 1 portfolio segment, there are not different risks between portfolios. Specific accounts are written off against the allowance for doubtful accounts when the receivable is deemed no longer collectible.

The following tables summarize the changes in the allowance for doubtful accounts during the three and six month periods ended June 30, 2021 and 2020:

(In thousands)
Three Months Ended June 30, 2021
 
Allowance for
Doubtful Accounts
 
Balance at March 31, 2021 $3,614 
Provision for expected credit losses  138 
Accounts written off  (20)
Translation and other activity  17 
Balance at June 30, 2021 $3,749 

(In thousands)
Three Months Ended June 30, 2020
 
Allowance for
Doubtful Accounts
 
Balance at March 31, 2020 $7,027 
Provision for expected credit losses  116 
Accounts written off  (291)
Divestiture  (2,174)
Translation and other activity  212 
Balance at June 30, 2020 $4,890 

(In thousands)
Six Months Ended June 30, 2021
 
Allowance for
Doubtful Accounts
 
Balance at December 31, 2020 $3,891 
Provision for expected credit losses  294 
Accounts written off  (373)
Translation and other activity  (63)
Balance at June 30, 2021 $3,749 

(In thousands)
Six Months Ended June 30, 2020
 
Allowance for
Doubtful Accounts
 
Balance at December 31, 2019 $6,913 
Adoption of ASU 2016-13  853 
Provision for expected credit losses  356 
Accounts written off  (627)
Divestiture  (2,174)
Translation and other activity  (431)
Balance at June 30, 2020 $4,890 

5.Inventories

At June 30, 2021, and December 31, 2020, inventories included finished and in-process products totaling $250.4 million and $268.1 million, respectively, and raw materials and supplies of $109.8 million and $113.2 million, respectively.

6.Debt

On May 5, 2021, the Company entered into a Third Amended and Restated Credit Agreement (Credit Agreement). The Credit Agreement provides for a $350 million senior unsecured revolving credit facility, with up to $20 million of the facility being available as a sub-facility for standby and commercial letters of credit and sub-limits of up to $50 million on swing line loans. The Credit Agreement also (i) terminated the $145 million term loan facility (which had 0 amounts outstanding), (ii) extended the maturity of the Company’s revolving credit facility from May 2022 to May 2026, and (iii) modified certain other provisions. Funds are available in U.S. dollars, Canadian dollars, Euros, Swiss Francs, and other major currencies. Proceeds from the facility will be used to refinance existing indebtedness of the Company, for working capital, and other general corporate purpose needs of the Company. On May 6, 2021, the Company also amended its note purchase agreements to make substantially conforming changes as were made to the Credit Agreement.



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. As of June 30, 2021 and December 31, 2020, the Company’s assets and liabilities subject to this standard are forward exchange contracts. The net fair value of the forward exchange contracts based on current pricing obtained for comparable derivative products (Level 2 inputs) was an asset of $0.7 million and $0.5 million as of June 30, 2021 and December 31, 2020, respectively. The carrying values of the Company’s cash and cash equivalents, trade accounts receivable, trade accounts payable, accrued expenses, and short-term borrowings were approximately the same as the fair values as of June 30, 2021 and December 31, 2020. The fair value of the Company’s long-term debt, including current maturities, is estimated using discounted cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements (Level 2 inputs). The carrying value of the long-term debt at June 30, 2021 and December 31, 2020, was $483.7 million and $526.9 million, respectively. The fair value of the long-term debt at June 30, 2021 and December 31, 2020, was $507.5 million and $556.1 million, respectively.

8.Segment Information

The Company evaluates performance based on operating income before divestiture & other related costs, share-based compensation, restructuring and other charges including operational improvement plan costs, interest expense, and income taxes (segment operating income). Total revenue and segment operating income by business segment and geographic region include both sales to customers, as reported in the Company’s Consolidated Statements of Earnings, and intersegment sales, which are accounted for at prices that approximate market prices and are eliminated in consolidation.

The Company determines its operating segments based on information utilized by its chief operating decision maker to allocate resources and assess performance. The Company’s 3 reportable segments are the Flavors & Extracts and Color segments, which are both managed on a product line basis, and the Asia Pacific segment, which is managed on a geographic basis. The Company’s Flavors & Extracts segment produces flavor and fragrance products that impart a desired taste, texture, aroma, or other characteristic to a broad range of consumers and other products. The Color segment produces natural and synthetic color systems for foods, beverages, pharmaceuticals and nutraceuticals; colors, ingredients, and systems for cosmetics; and specialty inks and technical colors for industrial applications. The Asia Pacific segment is managed on a geographic basis and produces and distributes color and flavor products for the Asia Pacific countries. The Company’s corporate expenses, divestiture & other related costs, share-based compensation, operational improvement plan expenses, and other costs are included in the “Corporate & Other” category.

Divestiture & other related costs and restructuring and other costs, including the operational improvement plan costs, for the three and six months ended June 30, 2021 and 2020, are further described in Note 2, Divestitures, and Note 3, Operational Improvement Plan, and are included in the operating income (loss) results in Corporate & Other below. In addition, the Company’s corporate expenses and share-based compensation are included in Corporate & Other.

Operating results by segment for the periods presented are as follows:

(In thousands) 
Flavors &
Extracts
  Color  
Asia
Pacific
  
Corporate
& Other
  Consolidated 
Three months ended June 30, 2021:
               
Revenue from external customers $174,699  $128,830  $32,298  $0  $335,827 
Intersegment revenue  4,702   4,377   19   0   9,098 
Total revenue $179,401  $133,207  $32,317  $0  $344,925 
                     
Operating income (loss) $24,536  $25,615  $5,793  $(20,191) $35,753 
Interest expense  0   0   0   3,322   3,322 
Earnings (loss) before income taxes $24,536  $25,615  $5,793  $(23,513) $32,431 
                     
Three months ended June 30, 2020:
                    
Revenue from external customers $178,430  $116,879  $27,781  $0  $323,090 
Intersegment revenue  5,181   4,417   92   0   9,690 
Total revenue $183,611  $121,296  $27,873  $0  $332,780 
                     
Operating income (loss) $22,752  $22,263  $4,849  $(7,739) $42,125 
Interest expense  0   0   0   3,608   3,608 
Earnings (loss) before income taxes $22,752  $22,263  $4,849  $(11,347) $38,517 

(In thousands) 
Flavors &
Extracts
  Color  
Asia
Pacific
  
Corporate
& Other
  Consolidated 
Six months ended June 30, 2021:
               
Revenue from external customers $369,360  $260,031  $66,138  $0  $695,529 
Intersegment revenue  10,952   8,896   19   0   19,867 
Total revenue $380,312  $268,927  $66,157  $0  $715,396 
                     
Operating income (loss) $51,554  $52,209  $12,545  $(33,658) $82,650 
Interest expense  0   0   0   6,755   6,755 
Earnings (loss) before income taxes $51,554  $52,209  $12,545  $(40,413) $75,895 
                     
Six months ended June 30, 2020:
                    
Revenue from external customers $359,617  $256,072  $58,078  $0  $673,767 
Intersegment revenue  10,492   8,719   244   0   19,455 
Total revenue $370,109  $264,791  $58,322  $0  $693,222 
                     
Operating income (loss) $43,623  $51,927  $9,908  $(28,772) $76,686 
Interest expense  0   0   0   7,915   7,915 
Earnings (loss) before income taxes $43,623  $51,927  $9,908  $(36,687) $68,771 

Product Lines

(In thousands) 
Flavors &
Extracts
  Color  Asia Pacific  Consolidated 
Three months ended June 30, 2021:
            
Flavors, Extracts & Flavor Ingredients $111,763  $-  $-  $111,763 
Natural Ingredients  60,302   -   -   60,302 
Fragrances  5,921   -   -   5,921 
Yogurt Fruit Preparations  1,415   -   -   1,415 
Food & Pharmaceutical Colors  -   94,092   -   94,092 
Personal Care  -   38,323   -   38,323 
Inks  -   792   -   792 
Asia Pacific  -   -   32,317   32,317 
Intersegment Revenue  (4,702)  (4,377)  (19)  (9,098)
Total revenue from external customers $174,699  $128,830  $32,298  $335,827 
                 
Three months ended June 30, 2020:
                
Flavors, Extracts & Flavor Ingredients $101,642  $-  $-  $101,642 
Natural Ingredients  57,227   -   -   57,227 
Fragrances  21,077   -   -   21,077 
Yogurt Fruit Preparations  3,665   -   -   3,665 
Food & Pharmaceutical Colors  -   86,825   -   86,825 
Personal Care  -   31,095   -   31,095 
Inks  -   3,376   -   3,376 
Asia Pacific  -   -   27,873   27,873 
Intersegment Revenue  (5,181)  (4,417)  (92)  (9,690)
Total revenue from external customers $178,430  $116,879  $27,781  $323,090 

(In thousands) 
Flavors &
Extracts
  Color  Asia Pacific  Consolidated 
Six months ended June 30, 2021:
            
Flavors, Extracts & Flavor Ingredients $219,853  $-  $-  $219,853 
Natural Ingredients  122,506   -   -   122,506 
Fragrances  34,388   -   -   34,388 
Yogurt Fruit Preparations  3,565   -   -   3,565 
Food & Pharmaceutical Colors  -   187,877   -   187,877 
Personal Care  -   79,838   -   79,838 
Inks  -   1,212   -   1,212 
Asia Pacific  -   -   66,157   66,157 
Intersegment Revenue  (10,952)  (8,896)  (19)  (19,867)
Total revenue from external customers $369,360  $260,031  $66,138  $695,529 
                 
Six months ended June 30, 2020:
                
Flavors, Extracts & Flavor Ingredients $203,095  $-  $-  $203,095 
Natural Ingredients  114,827   -   -   114,827 
Fragrances  43,361   -   -   43,361 
Yogurt Fruit Preparations  8,826   -   -   8,826 
Food & Pharmaceutical Colors  -   177,618   -   177,618 
Personal Care  -   74,838   -   74,838 
Inks  -   12,335   -   12,335 
Asia Pacific  -   -   58,322   58,322 
Intersegment Revenue  (10,492)  (8,719)  (244)  (19,455)
Total revenue from external customers $359,617  $256,072  $58,078  $673,767 


Geographic Markets

(In thousands) 
Flavors &
Extracts
  Color  Asia Pacific  Consolidated 
Three months ended June 30, 2021:
            
North America $128,665  $57,264  $37  $185,966 
Europe  32,654   37,906   54   70,614 
Asia Pacific  8,161   18,543   31,794   58,498 
Other  5,219   15,117   413   20,749 
Total revenue from external customers $174,699  $128,830  $32,298  $335,827 
                 
Three months ended June 30, 2020:
                
North America $120,827  $61,370  $0  $182,197 
Europe  39,272   25,250   45   64,567 
Asia Pacific  8,103   16,195   27,135   51,433 
Other  10,228   14,064   601   24,893 
Total revenue from external customers $178,430  $116,879  $27,781  $323,090 

(In thousands) 
Flavors &
Extracts
  Color  Asia Pacific  Consolidated 
Six months ended June 30, 2021:
            
North America $258,308  $120,934  $62  $379,304 
Europe  77,222   75,184   76   152,482 
Asia Pacific  17,878   33,381   64,352   115,611 
Other  15,952   30,532   1,648   48,132 
Total revenue from external customers $369,360  $260,031  $66,138  $695,529 
                 
Six months ended June 30, 2020:
                
North America $237,528  $127,635  $0  $365,163 
Europe  83,149   63,988   67   147,204 
Asia Pacific  17,458   32,170   56,257   105,885 
Other  21,482   32,279   1,754   55,515 
Total revenue from external customers $359,617  $256,072  $58,078  $673,767 

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) 2021  2020  2021  2020 
Service cost $437  $396  $873  $796 
Interest cost  214   251   426   507 
Expected return on plan assets  (185)  (204)  (369)  (413)
Recognized actuarial loss  69   15   138   31 
Total defined benefit expense $535  $458  $1,068  $921 

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 $22.5 million and $54.1 million of forward exchange contracts designated as cash flow hedges outstanding as of June 30, 2021 and December 31, 2020, respectively. For the three and six months ended June 30, 2021, gains of $0.5 million and $0.8 million, respectively, were reclassified into net earnings in the Company’s Consolidated Statement of Earnings that offset the underlying transactions’ impact on earnings in the same period. For the three and six months ended June 30, 2020, amounts reclassified into net earnings in the Company’s Consolidated Statement 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.

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, 2021 and December 31, 2020, the total value of the Company’s net investment hedges was $300.5 million and $325.0 million, respectively. These net investment hedges included Euro and British Pound denominated long-term debt. Changes in the fair value of this debt attributable to changes in the spot foreign exchange rate are recorded in foreign currency translation in Other Comprehensive Income (OCI). For the three months ended June 30, 2021 and 2020, the impact of foreign exchange rates on these debt instruments increased debt by $2.7 million and $5.1 million, respectively, which has been recorded as foreign currency translation in OCI. For the six months ended June 30, 2021 and 2020, the impact of foreign exchange rates on these debt instruments decreased debt by $6.9 million and by $3.3 million, respectively, which has been recorded as foreign currency translation in OCI. For the three and six months ended June 30, 2021, losses of $4.2 million were reclassified into net earnings in the Company’s Consolidated Statement of Earnings related to the Euro net investment hedge in connection with the sale of the fragrances product line. See Note 2, Divestitures, for additional information.

11.Income Taxes

The effective income tax rates for the three months ended June 30, 2021 and 2020, were 20.0% and 20.5%, respectively. For the six months ended June 30, 2021 and 2020, the effective income tax rates were 24.1% and 25.3%, respectively. The effective tax rates for the three and six months ended June 30, 2021 and 2020 were both impacted by changes in valuation allowances, estimates associated with the finalization of prior year foreign tax items and the mix of foreign earnings. The three and six months ended June 30, 2021, were also impacted by an audit settlement.

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (CARES Act). The CARES Act allows for the deferral of income and social security tax payments, a five-year carryback for net operating losses, changes to interest expense and business loss limitation rules, certain new tax credits, and certain new loans and grants to businesses. The Company has reviewed its income tax assumptions and projections in light of the CARES Act and has determined the CARES Act does not materially impact the Company’s income tax expense or projections. As of June 30, 2021, the Company has deferred certain payroll tax payments of $5.5 million as permitted by the CARES Act.



12.Accumulated Other Comprehensive Income

The following table summarizes the changes in OCI during the three and six month periods ended June 30, 2021 and 2020:

(In thousands) 
Cash Flow
Hedges (1)
  
Pension
Items (1)
  
Foreign
Currency
Items
  Total 
Balances at December 31, 2020
 $749  $(1,965) $(157,875) $(159,091)
Other comprehensive income (loss) before reclassifications  844   0   (7,196)  (6,352)
Amounts reclassified from OCI  (776)  104   10,194   9,522 
Balances at June 30, 2021
 $817  $(1,861) $(154,877) $(155,921)

(In thousands) 
Cash Flow
Hedges (1)
  
Pension
Items (1)
  
Foreign
Currency
Items
  Total 
Balances at March 31, 2021
 $1,180  $(1,913) $(173,497) $(174,230)
Other comprehensive income before reclassifications  124   0   8,427   8,551 
Amounts reclassified from OCI  (487)  52   10,193   9,758 
Balances at June 30, 2021
 $817  $(1,861) $(154,877) $(155,921)

(In thousands) 
Cash Flow
Hedges (1)
  
Pension
Items (1)
  
Foreign
Currency
Items
  Total 
Balances at December 31, 2019
 $(199) $(672) $(162,137) $(163,008)
Other comprehensive loss before reclassifications  (1,884)  0   (32,802)  (34,686)
Amounts reclassified from OCI  1,171   16   (8,217)  (7,030)
Balances at June 30, 2020
 $(912) $(656) $(203,156) $(204,724)

(In thousands) 
Cash Flow
Hedges (1)
  
Pension
Items (1)
  
Foreign
Currency
Items
  Total 
Balances at March 31, 2020
 $(1,635) $(664) $(205,062) $(207,361)
Other comprehensive (loss) income before reclassifications  (19)  0   10,123   10,104 
Amounts reclassified from OCI  742   8   (8,217)  (7,467)
Balances at June 30, 2020
 $(912) $(656) $(203,156) $(204,724)

(1)Cash Flow Hedges and Pension Items are net of tax.

13.Commitments and Contingencies

Agar v. Sensient Natural Ingredients LLC

On March 29, 2019, Calvin Agar (Agar), a former employee, filed a Class Action Complaint in Stanislaus County Superior Court against Sensient Natural Ingredients LLC (SNI). On May 22, 2019, Agar filed a First Amended Class Action Complaint against SNI (the Complaint). Agar alleges that SNI improperly reported overtime pay on employees’ wage statements, in violation of the California Labor Code. The Complaint alleges two causes of action, both of which concern the wage statements.

The Complaint does not allege that SNI failed to pay any overtime due to Agar or any of the putative class or group members. The Complaint merely challenges the manner in which SNI has reported overtime pay on its wage statements.

SNI maintains that it has accurately paid Agar and the putative class members for all overtime worked, and that they have not experienced any harm. SNI further maintains that the format of its wage statements does not violate the requirements of state law or any specific guidance from California decisional law, the California Division of Labor Standards Enforcement, or the California Labor Commissioner's Office. Finally, SNI contended that certain of the state law claims are subject to mandatory individual arbitration.

SNI filed its Answer and Affirmative Defenses to the Complaint on July 10, 2019. The parties participated in an early mediation in the case in December 2019, which was not successful. On March 17, 2020, the Court granted Agar leave to file a Second Amended Complaint, which removed the claim that SNI had asserted was subject to mandatory individual arbitration. SNI filed a Demurrer to the Second Amended Complaint, seeking dismissal of the remaining claim, on May 1, 2020. The Court overruled the Demurrer on September 1, 2020. SNI requested discretionary appellate review of this decision. The Court of Appeal of the State of California, Fifth Appellate District granted SNI’s application on February 19, 2021 and ordered briefing by the Parties. Discovery is currently stayed in the matter pending the outcome of appellate review. SNI continues to evaluate the developing legal authority on this issue. SNI intends to continue to vigorously defend its interests, absent a reasonable resolution.

Kelley v. Sensient Natural Ingredients LLC; Bryan v. Sensient Natural Ingredients LLC

On March 4, 2020, Monique Kelley filed a Class Action Complaint against SNI in Merced County Superior Court in California. Ms. Kelley worked at SNI for less than a week in 2017 through a temporary staffing company. Ms. Kelley has brought suit for purported violations of the California Labor Code and the California Business and Professions Code on her own behalf, and on behalf of all current and former California-based hourly-paid or non-exempt employees of SNI. Ms. Kelley specifically asserts claims for unpaid overtime wages, unpaid minimum wages, unpaid meal and rest break premiums, failure to timely pay final wages upon termination, non-compliant wage statements, and unreimbursed business expenses. SNI filed a Demurrer on May 21, 2020, seeking dismissal of the Complaint in its entirety on the grounds that it contains only boilerplate allegations that fail to state facts sufficient to constitute a cause of action, and it is otherwise uncertain, ambiguous, and unintelligible. SNI further sought dismissal of one cause of action based upon the statute of limitations. SNI simultaneously filed a Motion to Strike certain allegations in the Complaint as improperly pled. The Court sustained the Demurrer with leave to amend on August 25, 2020. The Court also granted the Motion to Strike. Ms. Kelley has amended her original pleading, asserting the same causes of action, to which SNI has filed a responsive pleading. The parties have begun discovery.

On June 15, 2020, the same law firm representing Ms. Kelley also filed notice with the State of California of the intent to pursue a claim on a representative basis pursuant to the California Private Attorneys General Act of 2004 (PAGA). This notice was served on behalf of Julie Bryan, who worked at SNI through a temporary staffing agency in early 2020. The notice states the intent to pursue relief on behalf of Ms. Bryan as well as other alleged aggrieved employees, identified as all current and former hourly or non-exempt employees of SNI, whether hired directly or through staffing agencies or labor contractors. The notice alleges that SNI failed to properly pay Ms. Bryan and the other alleged aggrieved employees for all hours worked, failed to properly provide or compensate minimum and overtime wages and for meal and rest breaks, failed to issue compliant wage statements, and failed to reimburse for all necessary business-related expenses, in violation of the California Labor Code and California Industrial Welfare Commission Orders. On August 19, 2020, Ms. Bryan filed a Complaint in Merced County Superior Court asserting the claims set forth in her PAGA notice. SNI filed its Answer and Affirmative Defenses, and the parties entered the discovery phase of the case. On May 20, 2021, however, Ms. Bryan filed a Request for Dismissal of her action, without prejudice.

On April 26, 2021, prior to the filing of the above-referenced Notice of Dismissal, the same law firm filed an additional notice with the State of California of the intent to pursue a claim on a representative basis pursuant to PAGA. This notice was served on behalf of Patrick Walters, an employee of SNI. The notice states the intent to pursue relief on behalf of Mr. Walters as well as other alleged aggrieved employees, identified as all current and former hourly or non-exempt employees of SNI, whether hired directly or through staffing agencies. The notice alleges that SNI failed to properly pay Mr. Walters and the other alleged aggrieved employees for all hours worked, failed to properly provide or compensate minimum and overtime wages and for meal and rest breaks, failed to issue compliant wage statements, and failed to reimburse for all necessary business-related expenses, in violation of the California Labor Code and California Industrial Welfare Commission Orders. SNI intends to vigorously defend its interests in both the Kelley and Walters matters, absent a reasonable resolution.

Other Claims
The Company is subject to various claims and litigation arising in the normal course of business. The Company establishes reserves for claims and proceedings when it is probable that liabilities exist and reasonable estimates of loss can be made. While it is not possible to predict the outcome of these matters, based on our assessment of the facts and circumstances now known, we do not believe that these matters, individually or in the aggregate, will have a material adverse effect on our financial position. However, actual outcomes may be different from those expected and could have a material effect on our results of operations or cash flows in a particular period.

See Note 2, Divestitures, for information about estimated environmental remediation costs associated with our Granada, Spain, location.

14.Subsequent Events

On July 15, 2021, the Company acquired substantially all of the assets of Flavor Solutions, Inc., a flavors business located in New Jersey. The Company paid $15 million in cash for this acquisition with approximately $1.1 million of such amount being held back by the Company for 12 months in order to satisfy post-closing indemnification claims that may arise. This business will be part of the Flavors & Extracts segment.

On July 22, 2021, the Company announced its quarterly dividend of $0.39 per share would be payable on September 1, 2021.



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, 2021, and statements including the terms “expect,” “believe,” “anticipate,” and other similar terms that express expectations as to future events or conditions. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and other factors that could cause actual events to differ materially from those expressed in the forward-looking statements. A variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results. These factors and assumptions include, among others, the impact and uncertainty created by the ongoing COVID-19 pandemic, including, but not limited to, its effects on our employees, facilities, customers, and suppliers, the availability and cost of raw materials and other supplies, the availability of logistics and transportation, governmental regulations and restrictions, and general economic conditions; the pace and nature of new product introductions by the Company and the Company’s customers; the Company’s ability to anticipate and respond to changing consumer preferences and changing technologies; the Company’s ability to successfully implement its growth strategies; the outcome of the Company’s various productivity-improvement and cost-reduction efforts, acquisition and divestiture activities, and operational improvement plan; the effectiveness of the Company’s past restructuring activities; changes in costs of raw materials, including energy; industry, regulatory, legal, and economic factors related to the Company’s domestic and international business; the effects of tariffs, trade barriers, and disputes; growth in markets for products in which the Company competes; industry and customer acceptance of price increases; actions by competitors; currency exchange rate fluctuations; and the matters discussed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. 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 $335.8 million and $323.1 million for the three months ended June 30, 2021 and 2020, respectively. Revenue was $695.5 million and $673.8 million for the six months ended June 30, 2021 and 2020, respectively. For the three and six months ended June 30, 2021, the impact of foreign exchange rates increased consolidated revenue by approximately 4%.

Gross Margin
The Company’s gross margin was 33.2% and 31.6% for the three months ended June 30, 2021 and 2020, respectively. The increase in gross margin was primarily due to the impact of the divestiture and other related costs in the prior year period.

The Company’s gross margin was 32.7% and 31.8% for the six months ended June 30, 2021 and 2020, respectively. The increase in gross margin was primarily due to the impact of the divestiture and other related costs in the prior year period.

Selling and Administrative Expenses
Selling and administrative expense as a percent of revenue was 22.6% and 18.6% for the three months ended June 30, 2021 and 2020, respectively. Selling and administrative expense as a percent of revenue was 20.8% and 20.4% for the six months ended June 30, 2021 and 2020, respectively.

Selling and administrative expenses included divestiture & other related expenses and operational improvement plan costs and income totaling $8.2 million and $10.7 million for the three and six months ended June 30, 2021, respectively. Selling and administrative expenses included divestiture & other related expenses totaling $3.3 million of income and $8.4 million of expense for the three and six months ended June 30, 2020, respectively. There were no operational improvement plan costs for the three or six months ended June 30, 2020.

Operating Income
Operating income was $35.8 million and $42.1 million for the three months ended June 30, 2021 and 2020, respectively. Operating margins were 10.6% and 13.0% for the three months ended June 30, 2021 and 2020, respectively. The decrease in operating margin is primarily due to the net impact of higher divestiture & other related costs offset by operational improvement plan income, which decreased operating margins by 240 basis points for the three months ended June 30, 2021. For the three months ended June 30, 2020, divestiture & other related costs increased operating margins by 50 basis points.

Operating income was $82.7 million and $76.7 million for the six months ended June 30, 2021 and 2020, respectively. Operating margins were 11.9% and 11.4% for the six months ended June 30, 2021 and 2020, respectively. The net impact of divestiture & other related costs offset by operational improvement plan income decreased operating margins by 160 basis points for the six months ended June 30, 2021. For the six months ended June 30, 2020, divestiture & other related costs decreased operating margins by 150 basis points.

Interest Expense
Interest expense was $3.3 million and $3.6 million for the three months ended June 30, 2021 and 2020, respectively, and $6.8 million and $7.9 million for the six months ended June 30, 2021 and 2020, respectively. For the three months ended June 30, 2021, the decrease in expense compared to the prior year period was due to the decrease in the average debt outstanding. For the six months ended June 30, 2021, the decrease in expense compared to the prior year comparable period was due to the decrease in the average debt outstanding and lower average interest rates.

Income Taxes
The effective income tax rates for the three months ended June 30, 2021 and 2020, were 20.0% and 20.5%, respectively. For the six months ended June 30, 2021 and 2020, the effective income tax rates were 24.1% and 25.3%, respectively. The effective tax rates for the three and six months ended June 30, 2021 and 2020 were both impacted by changes in valuation allowances, estimates associated with the finalization of prior year foreign tax items and the mix of foreign earnings. The three and six months ended June 30, 2021, were also impacted by an audit settlement.

Divestitures
In October 2019, the Company announced its intent to divest its inks, fragrances (excluding its essential oils product line), and yogurt fruit preparations product lines.

On June 30, 2020, the Company completed the sale of its inks product line. In 2020, the Company received $11.6 million of net cash and expects to receive additional cash when it completes certain post-closing asset sales.

On September 18, 2020, the Company completed the sale of its yogurt fruit preparations product line for $1.0 million. The sale included an earn-out based on future performance, which could result in additional cash consideration for the Company.

On April 1, 2021, the Company completed the sale of its fragrances product line (excluding its essential oils product line). The Company received $36.3 million of net cash, subject to post-closing working capital and net debt adjustments. In addition, the Company expects to receive additional consideration for the collection of certain retained accounts receivable. As a result of the completion of the sale, the Company recorded a non-cash net loss of $11.3 million for the three months ended June 30, 2021, primarily related to the reclassification of accumulated foreign currency translation and related items from Accumulated Other Comprehensive Loss to Selling and Administrative Expenses in the Consolidated Statements of Earnings.

Operational Improvement Plan
During the third quarter of 2020, the Company approved an operational improvement plan (Operational Improvement Plan) to consolidate manufacturing facilities and improve efficiencies within the Company. As part of the Operational Improvement Plan, the Company is combining its New Jersey cosmetics manufacturing facility in the Personal Care product line of the Color segment into its existing Color segment facility in Missouri. In addition, the Company is centralizing certain Flavors & Extracts segment support functions in Europe into one location. In the Asia Pacific segment, the Company incurred costs in connection with the elimination of certain selling and administrative positions. The Company reports all costs associated with the Operational Improvement Plan in Corporate & Other.

During the second quarter of 2021, the Company received cash proceeds, net of associated expenses, in connection with the termination of a New Jersey office and laboratory space lease. The terminated lease was originally executed in November 2020 as part of the Operational Improvement Plan; however, the landlord for the property requested to terminate the lease prior to the end of its term and compensated the Company as part of a negotiated resolution for that termination.

In the three and six months ended June 30, 2021, the Company recorded income of $3.5 million and $2.5 million, respectively, related to the Operational Improvement Plan, primarily related to a $3.6 million gain associated with the terminated New Jersey lease.

COVID-19
COVID-19 has adversely affected, and is expected to continue to adversely affect, most of the world, including through widespread illness, quarantines, factory shutdowns, and travel and transportation disruptions. While the Company’s financial position remains strong, the Company has seen several financial and operational impacts from the pandemic as of this filing.

For the three and six months ended June 30, 2021, demand for many of the Company’s products remained strong, especially in product lines that serve the food and beverage markets. There has been continued softer demand in other product lines the Company serves, particularly in the cosmetics product line and some product lines that supply the quick service restaurant segment due to continued widespread restaurant capacity and other operating restrictions. While COVID-19 appears to have initially contributed to demand for food-related products and dampened demand for personal care related products, it is difficult to quantify the continuing and future impact of COVID-19 on demand for the Company’s products.

During the first quarter of 2020, the Company had a production facility in China and a production facility in India that were required to temporarily suspend operations. In addition, during the fourth quarter of 2020, the Company had a production facility in China that was required to temporarily suspend operations. All of the Company’s production facilities are open and operating as of this filing, but the Company continues to monitor developments and regulations in regions where its production facilities are located. The Company also continues to monitor supply chains and has increased inventory in certain key raw materials. The Company did not experience any significant supply disruptions related to COVID-19 during the three and six months ended June 30, 2021.

As of June 30, 2021, the Company continues to be in compliance with its financial loan covenants and does not anticipate any non-compliance in the future. COVID-19 has not adversely impacted the Company’s capital or financial resources. Furthermore, the Company expects its forecasted cash flows from operations and its available debt capacity will be able to meet future cash requirements for operations, capital expenditures, contractual maturities on long-term debt, stock repurchases, and dividend payments.

The Company continues to monitor its trade accounts receivables for potential collection issues and has not identified any significant concerns as of this filing. The Company will continue to monitor cash collections and review trade receivable aging to identify any deterioration in quality.

The Company continues to believe its internal controls over financial reporting and its disclosure controls and procedures are effective to ensure their design and operation continue to be effective as some employees outside the United States perform tasks from alternative work locations. Internal audit continues to perform their audit procedures, remotely for locations outside the United States, as planned.

Overall, governmental and social responses to the COVID-19 pandemic continue to evolve. In particular, there continues to be uncertainty related to the timing and extent of vaccination programs, especially outside of the U.S., as well as the impacts of new COVID-19 variants, and we expect that the situation will remain dynamic and difficult to predict for the foreseeable future. There can be no assurance that our experience to date with respect to facility operations, customer demand, the availability of supplies and transportation, and other factors impacting our results and financial condition will be predictive of the ongoing impacts in the short or long term. Even as stay-home orders and quarantines are eventually lifted, it is difficult to predict how economic conditions and changes in customer and consumer behavior may impact our results over the longer term. As a result of any of the foregoing, our results or financial condition could be adversely impacted and the impacts could be material.

NON-GAAP FINANCIAL MEASURES

Within the following tables, the Company reports certain non-GAAP financial measures, including: (1) adjusted revenue, adjusted operating income, adjusted net earnings, and adjusted diluted earnings per share, which exclude the results of the divested product lines, the divestiture & other related costs, and the operational improvement plan costs and income, and (2) percentage changes in revenue, operating income, and diluted earnings per share on an adjusted local currency basis, which eliminate the effects that result from translating its international operations into U.S. dollars, the results of divested product lines, the divestiture & other related costs or income, and the operational improvement plan costs or income.

The Company has included each of these non-GAAP measures in order to provide additional information regarding our underlying operating results and comparable year-over-year performance. Such information is supplemental to information presented in accordance with GAAP and is not intended to represent a presentation in accordance with GAAP. These non-GAAP measures should not be considered in isolation. Rather, they should be considered together with GAAP measures and the rest of the information included in this report. Management internally reviews each of these non-GAAP measures to evaluate performance on a comparative period-to-period basis and to gain additional insight into underlying operating and performance trends, and the Company believes the information can be beneficial to investors for the same purposes. These non-GAAP measures may not be comparable to similarly titled measures used by other companies.

 Three Months Ended June 30,  Six Months Ended June 30, 
(In thousands, except per share amounts) 2021  2020  % Change  2021  2020  % Change 
Revenue (GAAP) $335,827  $323,090   3.9% $695,529  $673,767   3.2%
Revenue of the divested product lines  (2,207)  (28,217)      (27,777)  (64,802)    
Adjusted revenue $333,620  $294,873   13.1% $667,752  $608,965   9.7%
                         
Operating Income (GAAP) $35,753  $42,125   (15.1%) $82,650  $76,686   7.8%
Divestiture & other related costs – Cost of products sold  3   1,749       
28
   
1,939
     
Divestiture & other related costs (income)  – Selling and administrative expenses  11,685   (3,276)      
13,232
   
8,377
     
Operating loss (income) of the divested product lines  459   (331)      (2,468)  (1,716)    
Operational improvement plan – Selling and administrative expenses (income)  (3,494)  -       (2,493)  
-
     
Adjusted operating income $44,406  $40,267   10.3% $90,949  $85,286   6.6%
                         
Net Earnings (GAAP) $25,936  $30,620   (15.3%) $57,604  $51,393   12.1%
Divestiture & other related costs (income), before tax  11,688   (1,527)      
13,260
   
10,316
     
Tax impact of divestiture & other related costs  (1,689)  509       (896)  (425)    
Net loss (earnings) of the divested product lines, before tax  459   (331)      (2,468)  (1,716)    
Tax impact of the divested product lines  (115)  203       608   500     
Operational improvement plan income, before tax  (3,494)  -       (2,493)  
-
     
Tax impact of operational improvement plan  455   -       159   -     
Adjusted net earnings $33,240  $29,474   12.8% $65,774  $60,068   9.5%
                         
Diluted earnings per share (GAAP) $0.61  $0.72   (15.3%) $1.36  $1.21   12.4%
Divestiture & other related costs (income), net of tax  0.24   (0.02)      
0.29
   
0.23
     
Results of operations of the divested product lines, net of tax  0.01   -       (0.04)  (0.03)    
Operational improvement plan income, net of tax  (0.07)  -       (0.06)  -     
Adjusted diluted earnings per share $0.79  $0.70   12.9% $1.55  $1.42   9.2%

Divestiture & other related costs are discussed under “Divestitures” above and Note 2, Divestitures, in the Notes to the Consolidated Condensed Financial Statements included in this report. Operational improvement plan is discussed under “Operational Improvement Plan” above and Note 3, Operational Improvement Plan, in the Notes to the Consolidated Condensed Financial Statements included in this report.

Note: Earnings per share calculations may not foot due to rounding differences.

The following table summarizes the percentage change for the results of the three and six months ended June 30, 2021, compared to the results for the three and six months ended June 30, 2020, in the respective financial measures.

 Three Months Ended June 30, 2021  Six Months Ended June 30, 2021 
Revenue Total  
Foreign
Exchange
Rates
  
Adjustments(1)
  
Adjusted
Local
Currency
  Total  
Foreign
Exchange
Rates
  
Adjustments(1)
  
Adjusted
Local
Currency
 
Flavors & Extracts
 
 
(2.3
%)
 
 
3.7
%
 
 
(15.1
%)
 
 
9.1
%
 
 
2.8
%
 
 
3.1
%
 
 
(9.3
%)
 
 
9.0
%
Color  9.8%  5.3%  (2.6%)  7.1%  1.6%  3.8%  (4.5%)  2.3%
Asia Pacific
 
 
15.9
%
 
 
5.5
%
 
 
(0.9
%)
 
 
11.3
%
 
 
13.4
%
 
 
5.7
%
 
 
(0.1
%)
 
 
7.8
%
Total Revenue  3.9%  4.4%  (9.6%)  9.1%  3.2%  3.5%  (6.7%)  6.4%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Income                                
Flavors & Extracts
 
 
7.8
%
 
 
3.1
%
 
 
(8.5
%)
 
 
13.2
%
 
 
18.2
%
 
 
2.6
%
 
 
(1.5
%)
 
 
17.1
%
Color  15.1%  5.4%  4.5%  5.2%  0.5%  4.1%  1.4%  (5.0%)
Asia Pacific
 
 
19.5
%
 
 
(0.6
%)
 
 
(1.5
%)
 
 
21.6
%
 
 
26.6
%
 
 
0.3
%
 
 
(0.3
%)
 
 
26.6
%
Corporate & Other  160.9%  0.1%  131.4%  29.4%  17.0%  0.1%  (7.1%)  24.0%
Total Operating Income
 
 
(15.1
%)
 
 
4.5
%
 
 
(25.4
%)
 
 
5.8
%
 
 
7.8
%
 
 
4.3
%
 
 
0.6
%
 
 
2.9
%
Diluted Earnings per Share  (15.3%)  5.5%  (29.4%)  8.6%  12.4%  5.0%  1.8%  5.6%

(1)For Revenue, adjustments consist of revenues of the divested product lines. For Operating Income and Diluted Earnings per Share, adjustments consist of the results of the divested product lines, divestiture & other related costs, and 2021 operational improvement plan costs and income.

Note: Refer to table above for a reconciliation of these non-GAAP measures.

SEGMENT INFORMATION

The Company determines its operating segments based on information utilized by its chief operating decision maker to allocate resources and assess performance. Segment performance is evaluated on operating income before any applicable divestiture & other related costs, share-based compensation, acquisition, restructuring including the operational improvement plan, and other costs (which are reported in Corporate & Other), interest expense, and income taxes.

The Company’s reportable segments consist of the Flavors & Extracts, Color, and Asia Pacific segments.

Flavors & Extracts
Flavors & Extracts segment revenue was $179.4 million and $183.6 million for the three months ended June 30, 2021 and 2020, respectively, a decrease of approximately 2%. Foreign exchange rates increased segment revenue by approximately 4%. The decrease was a result of higher revenue in Flavors, Extracts & Flavor Ingredients, and Natural Ingredients, which was more than offset by lower revenue due to the divestitures of Yogurt Fruit Preparations in September of 2020 and Fragrances on April 1, 2021. The higher revenue in Flavors, Extracts & Flavor Ingredients was primarily due to higher volumes and the favorable impact of exchange rates. The higher revenue in Natural Ingredients was primarily due to higher volumes and selling prices.

Flavors & Extracts segment revenue was $380.3 million and $370.1 million for the six months ended June 30, 2021 and 2020, respectively, an increase of approximately 3%. Foreign exchange rates increased segment revenue by approximately 3%. The increase was a result of higher revenue in Flavors, Extracts & Flavor Ingredients, and Natural Ingredients, which was partially offset by lower revenue due to the divestitures of Yogurt Fruit Preparations in September of 2020 and Fragrances on April 1, 2021. The higher revenue in Flavors, Extracts & Flavor Ingredients was primarily due to higher volumes and the favorable impact of exchange rates. The higher revenue in Natural Ingredients was primarily due to higher volumes and selling prices.

Flavors & Extracts segment operating income was $24.5 million and $22.8 million for the three months ended June 30, 2021 and 2020, respectively, an increase of approximately 8%. Foreign exchange rates increased segment operating income by approximately 3%. The increase was a result of higher segment operating income in Flavors, Extracts & Flavor Ingredients and Natural Ingredients, partially offset by lower segment operating income due to the divestiture of Fragrances on April 1, 2021. The higher segment operating income in Flavors, Extracts & Flavor Ingredients was primarily a result of higher volumes, which was partially offset by higher raw material costs.  The higher segment operating income in Natural Ingredients was primarily a result of higher volumes and selling prices. Segment operating income as a percent of revenue was 13.7% in the current quarter compared to 12.4% in the prior year’s comparable quarter.

Flavors & Extracts segment operating income was $51.6 million and $43.6 million for the six months ended June 30, 2021 and 2020, respectively, an increase of approximately 18%. Foreign exchange rates increased segment operating income by approximately 3%. The increase was a result of higher segment operating income in Flavors, Extracts & Flavor Ingredients and Natural Ingredients. The higher segment operating income in Flavors, Extracts & Flavor Ingredients was primarily a result of higher volumes, lower manufacturing and other costs, and the favorable impact of foreign exchange rates. The higher segment operating income in Natural Ingredients was primarily a result of higher volumes and selling prices. Segment operating income as a percent of revenue was 13.6% in the current six month period compared to 11.8% in the prior year’s comparable six month period.

Color
Segment revenue for the Color segment was $133.2 million and $121.3 million for the three months ended June 30, 2021 and 2020, respectively, an increase of approximately 10%. Foreign exchange rates increased segment revenue by approximately 5%. The increase was a result of higher segment revenue in Food & Pharmaceutical Colors and Personal Care, due to higher volumes and the favorable impact of foreign exchange rates, partially offset by lower revenue due to the divestiture of Inks on June 30, 2020.

Segment revenue for the Color segment was $268.9 million and $264.8 million for the six months ended June 30, 2021 and 2020, respectively, an increase of approximately 2%. Foreign exchange rates increased segment revenue by approximately 4%. The increase was a result of higher segment revenue in Food & Pharmaceutical Colors and Personal Care due to higher volumes and the favorable impact of foreign exchange rates, partially offset by lower revenue due to the divestiture of Inks on June 30, 2020.

Segment operating income for the Color segment was $25.6 million and $22.3 million for the three months ended June 30, 2021 and 2020, respectively, an increase of approximately 15%. Foreign exchange rates increased segment operating income by approximately 5%. The increase in segment operating income was a result of higher segment operating income in Food & Pharmaceutical Colors due to higher volumes and the favorable impact of foreign exchange rates. Segment operating income also increased due to the favorable impact of the Inks divestiture on June 30, 2020. Segment operating income as a percent of revenue was 19.2% in the current quarter and 18.4% in the prior year’s comparable quarter.

Segment operating income for the Color segment was $52.2 million and $51.9 million for the six months ended June 30, 2021 and 2020, respectively, an increase of approximately 1%. Foreign exchange rates increased segment operating income by approximately 4%. Segment operating income was comparable to the prior year period as the lower operating income in Personal Care was mostly offset by the favorable impact of the Inks divestiture. Segment operating income as a percent of revenue was 19.4% in the current six month period and 19.6% in the prior year’s comparable period.

Asia Pacific
Segment revenue for the Asia Pacific segment was $32.3 million and $27.9 million for the three months ended June 30, 2021 and 2020, respectively, an increase of approximately 16%. The increase was a result of higher volumes and the favorable impact of foreign exchange rates, which increased segment revenue by approximately 6%.

Segment revenue for the Asia Pacific segment was $66.2 million and $58.3 million for the six months ended June 30, 2021 and 2020, respectively, an increase of approximately 13%. The increase was a result of higher volumes and the favorable impact of foreign exchange rates, which increased segment revenue by approximately 6%.

Segment operating income for the Asia Pacific segment was $5.8 million and $4.8 million for the three months ended June 30, 2021 and 2020, respectively, an increase of approximately 20%. The increase was primarily a result of higher volumes. Foreign exchange rates decreased segment operating income by approximately 1%. Segment operating income as a percent of revenue was 17.9% in the current quarter and 17.4% in the prior year’s comparable quarter.

Segment operating income for the Asia Pacific segment was $12.5 million and $9.9 million for the six months ended June 30, 2021 and 2020, respectively, an increase of approximately 27%. The increase was primarily a result of higher volumes. Foreign exchange rates did not have a significant effect on segment operating income. Segment operating income as a percent of revenue was 19.0% in the current six month period and 17.0% in the prior year’s comparable period.

Corporate & Other
The Corporate & Other operating expense was $20.2 million and $7.7 million for the three months ended June 30, 2021 and 2020, respectively. The higher operating expense for the three months ended June 30, 2021 was primarily due to higher divestiture & other related expenses and performance-based executive compensation, partially offset by the operational improvement plan income in the current period. There were no operational improvement plan income or costs in the prior year’s comparable period.

The Corporate & Other operating expense was $33.7 million and $28.8 million for the six months ended June 30, 2021 and 2020, respectively. The higher operating expense for the six months ended June 30, 2021 was primarily due to higher divestiture & other related expenses and performance-based executive compensation, partially offset by the operational improvement plan income in the current six month period. There were no operational improvement plan income or costs in the prior year’s comparable period.

LIQUIDITY AND FINANCIAL CONDITION

Financial Condition
The Company’s financial position remains strong. The Company is in compliance with its loan covenants calculated in accordance with applicable agreements as of June 30, 2021. The Company expects its cash flow from operations and its existing debt capacity can be used to meet anticipated future cash requirements for operations, capital expenditures, dividend payments, acquisitions, and stock repurchases. The impact of inflation on both the Company’s financial position and its results of operations has been minimal and is not expected to significantly affect 2021 results.

Cash Flows from Operating Activities
Net cash provided by operating activities was $89.3 million and $107.6 million for the six months ended June 30, 2021 and 2020, respectively. The decrease in net cash provided by operating activities was primarily due to the change in cash used in working capital during the six months ended June 30, 2021, compared to the six months ended June 30, 2020.

Cash Flows from Investing Activities
Net cash provided by investing activities was $10.6 million during the six months ended June 30, 2021. Net cash used in investing activities was $5.8 million during the six months ended June 30, 2020. During the six months ended June 30, 2021 and 2020, the Company received cash proceeds of $36.3 million and $11.3 million, respectively, related to the Company’s divestiture activities. In the six months ended June 30, 2020, the Company received $4.6 million related to the redemption of miscellaneous investments. Capital expenditures were $25.6 million and $21.4 million during the six months ended June 30, 2021 and 2020, respectively.

Cash Flows from Financing Activities
Net cash used in financing activities was $92.7 million and $93.6 million for the six months ended June 30, 2021 and 2020, respectively. Net debt decreased by $36.6 million and $60.2 million for the six months ended June 30, 2021 and 2020, respectively. For purposes of the cash flow statement, net changes in debt exclude the impact of foreign exchange rates. The Company repurchased shares of its common stock for $22.5 million during the six months ended June 30, 2021. There were no repurchases of shares of the Company’s common stock in the comparable prior year’s period. Dividends of $33.0 million were paid during both the six months ended June 30, 2021 and 2020. Dividends paid were $0.78 per share for both the six months ended June 30, 2021 and 2020.

CRITICAL ACCOUNTING POLICIES

There have been no material changes in the Company’s critical accounting policies during the quarter ended June 30, 2021. For additional information about critical accounting policies, refer to “Critical Accounting Policies” under Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

ITEM 3.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s exposure to market risk during the quarter ended June 30, 2021. For additional information about market risk, refer to Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

ITEM 4.          CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures: The Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s Chairman, President, and Chief Executive Officer and its Senior Vice President and Chief Financial Officer, of the effectiveness, as of the end of the period covered by this report, of the design and operation of the disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based upon that evaluation, the Company’s Chairman, President, and Chief Executive Officer and its Senior Vice President and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting: There have been no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended June 30, 2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II.          OTHER INFORMATION

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, 2020.

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, 2021, 1,051,967 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, 2021, the maximum number of shares that may be purchased under publicly announced plans is 1,948,033.

The following table sets forth information with respect to our purchases of shares of our common stock during the three months ended June 30, 2021:

  
Total
Number of
Shares
Purchased
  
Average
Price
Paid per
Share
  
Total Number of
shares purchased
as part of
publicly
announced plans
or programs
  
Maximum number
of shares that may
yet be purchased
under the plans or
programs
April 1 to April 30, 2021  10,900  $82.77   10,900   2,062,283
May 1 to May 31, 2021  64,250   85.81   64,250   1,998,033
June 1 to June 30, 2021  50,000   88.54   50,000   1,948,033
Total  125,150       125,150    

ITEM 6.          EXHIBITS

See Exhibit Index following this report.

SENSIENT TECHNOLOGIES CORPORATION
EXHIBIT INDEX
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2021

Exhibit Description Incorporated by Reference From Filed Herewith
 Fourth Amendment dated as of May 6, 2021 to Note Purchase Agreement dated as of April 5, 2013 Exhibit 4.1 to Current Report on Form 8-K filed May 11, 2021 (Commission File No. 1-7626)  
       
 Third Amendment dated as of May 6, 2021 to Note Purchase Agreement dated as of November 6, 2015 Exhibit 4.2 to Current Report on Form 8-K filed May 11, 2021 (Commission File No. 1-7626)  
       
 Second Amendment dated as of May 6, 2021 to Note Purchase Agreement dated as of May 3, 2017 Exhibit 4.3 to Current Report on Form 8-K filed May 11, 2021 (Commission File No. 1-7626)  
       
 First Amendment dated as of May 6, 2021 to Note Purchase Agreement dated as of November 1, 2018 Exhibit 4.4 to Current Report on Form 8-K filed May 11, 2021 (Commission File No. 1-7626)  
       
 Third Amended and Restated Credit Agreement dated as of May 5, 2021 Exhibit 10.1 to Current Report on Form 8-K filed May 11, 2021 (Commission File No. 1-7626)  
       
 
Certifications of the Company’s Chairman, President & Chief Executive Officer and Senior Vice President & Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act
 
   X
       
 Certifications of the Company’s Chairman, President & Chief Executive Officer and Senior Vice President & Chief Financial Officer pursuant to 18 United States Code § 1350   X
       
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)   X
       
101.SCH Inline XBRL Taxonomy Extension Schema Document   X
       
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document   X
       
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document   X
       
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document   X
       
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document   X
       
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)   X


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 3, 2021By: /s/  John J. Manning 
   John J. Manning, Senior Vice President, General Counsel & Secretary
    
Date:August 3, 2021By: /s/  Stephen J. Rolfs 
   Stephen J. Rolfs, Senior Vice President & Chief Financial Officer


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