FORWARD-LOOKING STATEMENTS

This document 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 March 31, 2020, 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 those 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 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, 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; our 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 and acquisition and divestiture activities; the success of the Company's efforts to explore strategic alternatives for certain non-core product lines; 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; the matters discussed under Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2019 and below under Item 1A of this Quarterly Report on Form 10-Q; and the matters discussed below under Item 2 including the critical accounting policies referenced therein. 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 $350.7 million and $347.5 million for the three months ended March 31, 2020 and 2019, respectively. For the three months ended March 31, 2020, the impact of foreign exchange rates decreased consolidated revenue by approximately 2%.

Gross Margin The Company's gross margin was 31.9% and 33.2% for the three months ended March 31, 2020 and 2019, respectively. The decrease in gross margin was primarily a result of higher raw material costs in natural ingredients and unfavorable product mix.

Selling and Administrative Expense Selling and administrative expense as a percent of revenue was 22.1% and 18.9% for the three months ended March 31, 2020 and 2019, respectively. Divestiture and other related costs of $11.7 million were included in Selling and Administrative Expenses for the three months ended March 31, 2020. The increase in selling and administrative expense as a percent of revenue is primarily due to the divestiture and other related costs incurred in 2020, which increased selling and administrative expense as a percent of revenue by 330 basis points for the three months ended March 31, 2020.

Operating Income Operating income was $34.6 million and $49.4 million for the three months ended March 31, 2020 and 2019, respectively. Operating margins were 9.9% and 14.2% for the three months ended March 31, 2020 and 2019, respectively. The decrease in operating margins is primarily due to the divestiture and other related costs incurred in 2020, which decreased operating margins by 340 basis points for the three months ended March 31, 2020.



                                       15

--------------------------------------------------------------------------------

Index

Interest Expense Interest expense was $4.3 million and $5.4 million for the three months ended March 31, 2020 and 2019, respectively. The decrease in expense was primarily due to the decrease in the average debt outstanding.

Income Taxes The effective income tax rates for the three months ended March 31, 2020 and 2019, were 31.3% and 25.5%, respectively. The effective tax rates for the three months ended March 31, 2020 and 2019 were both impacted by changes in estimates associated with the finalization of prior year foreign tax items, audit settlements, and the mix of foreign earnings.

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 does not expect the CARES Act to materially impact the Company's income tax expense or projections. As of March 31, 2020, the Company was considering the option to defer future tax payments (income taxes and certain payroll taxes) in accordance with the CARES Act. Subsequent to March 31, 2020, the Company has decided to defer certain tax payments in accordance with the CARES Act. The Company will continue to evaluate the CARES Act for opportunities as additional information is released on the CARES Act.

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 Board of Directors approved the sale of the inks product line, which is within the Color segment, and the sale of the fragrances product line, which is within the Flavors & Fragrances segment.

In the three months ended March 31, 2020, the Company recorded a non-cash impairment charge of $9.7 million, primarily related to property, plant and equipment, intangibles and allocated goodwill, in Selling and Administrative Expenses, related to the disposal group as described in Note 2, Divestitures, to the Consolidated Condensed Financial Statements included in this report. The charge reduced the carrying value of certain long-lived assets to their estimated fair value. An estimate of the fair value of these product lines less cost to sell was determined to be lower than its carrying value. This estimate will be finalized and adjusted as necessary upon the closing of the sales or as assumptions change.

In the three months ended March 31, 2020, the Company also incurred $2.1 million of additional costs, primarily related to severance and legal expenses, related to the anticipated divestitures and other exit activities.

Refer to Note 2, Divestitures, and Note 12, Subsequent Events, to the Consolidated Condensed Financial Statements included in this report for information about anticipated additional charges and expenses associated with these divestitures.

COVID-19

COVID-19 is now affecting most of the world, including through widespread illness, quarantines, factory shutdowns, and travel and transportation restrictions. 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 months ended March 31, 2020, demand for the Company's products remained strong, especially in product lines that serve the food, beverage, and pharmaceutical markets. There has been softer demand in other product lines the Company serves, particularly in cosmetics and some product lines that supply the quick service restaurant segment due to widespread restaurant shutdowns and quarantine orders. While COVID-19 appears to have contributed to demand for food-related products and dampened demand for personal care related products, it is difficult to quantify the impact of COVID-19 on demand for the Company's products. The Company continues to believe that it will achieve its projected earnings guidance.

During the three months ended March 31, 2020, the Company had a production facility in China and a production facility in India that were 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 production facilities are located. The Company also continues to monitor supply chains and has increased inventory in certain key raw materials, although the Company did not experience any significant disruptions during the three months ended March 31, 2020.



                                       16

--------------------------------------------------------------------------------

Index

As of March 31, 2020, the Company is in compliance with its 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, and dividend payments.

The Company reviewed its goodwill, intangible assets, and long-lived assets for potential impairment indicators as of March 31, 2020, and except for the impairments associated with the product lines to be divested noted above, no indicators of impairment were identified. The Company also reviewed its trade accounts receivables for potential collection issues and did not identify any concerns. The Company will continue to monitor cash collections and review trade receivable aging to identify any deterioration in quality.

The Company estimates that the incremental expenses related to its COVID-19 response will be less than $3 million at the currently projected run-rate. All of the Company's manufacturing plants continue in operation and have generally been designated as part of the critical infrastructure in the countries in which they operate.

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. While the sales and exit activities are still anticipated to be completed as of the date of this filing, travel and transportation restrictions have slowed down various activities related to the divestitures.

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 perform tasks from alternative work locations. Internal audit continues to perform their planned audit procedures remotely from alternative work locations. See Item 4, Controls and Procedures, for further information.



                                       17

--------------------------------------------------------------------------------

Index

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 EPS, which exclude the results of the product lines to be divested and the divestiture and other related costs, and (2) percentage changes in revenue, operating income, and diluted EPS on an adjusted local currency basis, which eliminate the effects that result from translating its international operations into U.S. dollars, the results of product lines to be divested, and the divestiture and other related costs.

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



                                                           Three Months Ended March 31,
(In thousands except per share amounts)                 2020           2019         % Change
Revenue (GAAP)                                       $   350,677     $ 347,513            0.9 %
Revenue of the product lines to be divested              (36,585 )     (39,021 )
Adjusted revenue                                     $   314,092     $ 308,492            1.8 %

Operating Income (GAAP)                              $    34,561     $  49,420          (30.1 %)
Divestiture & other related costs - Cost of
products sold                                                190             -
Divestiture & other related costs - Selling and
administrative expenses                                   11,653             -
Operating income of the product lines to be
divested                                                  (1,385 )         (32 )
Adjusted operating income                            $    45,019     $  49,388           (8.8 %)

Net Earnings (GAAP)                                  $    20,773     $  32,807          (36.7 %)
Divestiture & other related costs, before tax             11,843             -
Tax impact of divestiture & other related costs             (934 )           -
Net earnings of the product lines to be divested,
before tax                                                (1,385 )         (32 )
Tax impact of the product lines to be divested               297            11
Adjusted net earnings                                $    30,594     $  32,786           (6.7 %)

Diluted EPS (GAAP)                                   $      0.49     $    0.78          (37.2 %)
Divestiture & other related costs, net of tax               0.26             -
Results of operations of the product lines to be
divested, net of tax                                       (0.03 )           -
Adjusted diluted EPS                                 $      0.72     $    0.78           (7.7 %)



                                       18

--------------------------------------------------------------------------------

Index

The following table summarizes the percentage change for the results of the three months ended March 31, 2020, compared to the results for the three months ended March 31, 2019, in the respective financial measures.



                                    Three Months Ended March 31, 2020
                                                        Product
                                        Foreign         Lines to        Adjusted
                                        Exchange           be            Local
Revenue                   Total          Rates          Divested        Currency
Flavors & Fragrances          1.6 %          (1.1 %)         (0.9 %)          3.6 %
Color                        (0.3 %)         (2.2 %)         (0.9 %)          2.8 %
Asia Pacific                  6.8 %          (1.7 %)          0.0 %           8.5 %
Total Revenue                 0.9 %          (1.6 %)         (0.6 %)          3.1 %

Operating Income Flavors & Fragrances (9.7 %) (0.9 %) 5.7 % (14.5 %) Color

                        (1.8 %)         (2.3 %)          0.2 %           0.3 %
Asia Pacific                 19.9 %           0.7 %           0.0 %          19.2 %
Corporate & Other           159.0 %           0.0 %         145.8 %          13.2 %
Total Operating Income      (30.1 %)         (1.8 %)        (21.1 %)         (7.2 %)
Diluted EPS                 (37.2 %)         (2.6 %)        (29.5 %)         (5.1 %)



SEGMENT INFORMATION

The Company determines its operating segments based on information utilized by its chief operating decision maker to allocate resources and assess performance. The Company evaluates performance based on operating income before divestiture and other related costs, restructuring and other charges, interest expense, and income taxes (segment operating income). There were no restructuring and other charges incurred in either of the first three months of 2020 or 2019.

Flavors & Fragrances Flavors & Fragrances segment revenue was $186.5 million and $183.6 million for the three months ended March 31, 2020 and 2019, respectively, an increase of approximately 2%. Foreign exchange rates decreased segment revenue by approximately 1%. The increase was a result of higher revenue in Natural Ingredients, partially offset by lower revenue in Flavors, Extracts & Flavor Ingredients. The higher revenue in Natural Ingredients was primarily due to higher volumes. The lower revenue in Flavors, Extracts & Flavor Ingredients was primarily due to lower volumes and the unfavorable impact of exchange rates.

Flavors & Fragrances segment operating income was $20.9 million and $23.1 million for the three months ended March 31, 2020 and 2019, respectively, a decrease of approximately 10%. Foreign exchange rates decreased segment operating income by approximately 1%. The lower segment operating income was primarily a result of the timing of inventory reductions and cost reductions relative to lower production volumes in Flavors, Extracts & Flavor Ingredients. Segment operating income as a percent of revenue was 11.2% in the current quarter compared to 12.6% in the prior year's comparable quarter.

Color

Segment revenue for the Color segment was $143.5 million and $143.9 million for the three months ended March 31, 2020 and 2019, respectively. Foreign exchange rates decreased segment revenue by approximately 2%. Higher revenues in Food & Beverage Colors were offset by lower revenues in Personal Care and Inks. The higher revenue in Food & Beverage Colors was primarily a result of higher volumes, partially offset by the unfavorable impact of exchange rates. The lower revenue in Personal Care was primarily due to the unfavorable impact of exchange rates and lower revenue in Asia, while the lower revenue in Inks was primarily due to lower volumes.



                                       19

--------------------------------------------------------------------------------

Index

Segment operating income for the Color segment was $29.7 million and $30.2 million for the three months ended March 31, 2020 and 2019, respectively, a decrease of approximately 2%. Foreign exchange rates decreased segment operating income by approximately 2%. The lower segment operating income was primarily a result of lower operating income in Personal Care, partially offset by higher operating income in Food & Beverage Colors. The lower segment operating income in Personal Care was primarily a result of lower volumes, due to COVID-19 and lower demand for makeup products. The higher segment operating income in Food & Beverage Colors was primarily a result of higher volumes and favorable product mix. Segment operating income as a percent of revenue was 20.7% in the current quarter and 21.0% in the prior year's comparable quarter.

Asia Pacific Segment revenue for the Asia Pacific segment was $30.4 million and $28.5 million for the three months ended March 31, 2020 and 2019, respectively, an increase of approximately 7%. Foreign exchange rates decreased segment revenue by approximately 2%. The higher segment revenue was primarily due to higher volumes.

Segment operating income for the Asia Pacific segment was $5.1 million and $4.2 million for the three months ended March 31, 2020 and 2019, respectively, an increase of approximately 20%. Foreign exchange rates increased segment operating income by approximately 1%. The higher segment operating income was primarily due to higher sales volumes. Segment operating income as a percent of revenue was 16.6% in the current quarter and 14.8% in the prior year's comparable quarter.

Corporate & Other The Corporate & Other operating expense was $21.0 million and $8.1 million for the three months ended March 31, 2020 and 2019, respectively. The higher operating expense for the three months ended March 31, 2020 was primarily due to the period including $11.8 million of divestiture and other related costs and higher non-cash share-based compensation. There were no divestiture and other related costs in the prior year 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 March 31, 2020. The Company expects its cash flow from operations and its available debt capacity can be used to meet future cash requirements for operations, capital expenditures, dividend payments, acquisitions, and stock repurchases.

Cash Flows from Operating Activities Net cash provided by operating activities was $36.9 million and $23.4 million for the three months ended March 31, 2020 and 2019, respectively. The increase in net cash provided by operating activities was due to a $14.3 million decrease in cash used in working capital during the three months ended March 31, 2020, compared to the three months ended March 31, 2019.

Cash Flows from Investing Activities Net cash used in investing activities was $4.9 million and $8.6 million during the three months ended March 31, 2020 and 2019, respectively. During the three months ended March 31, 2020, the Company received cash proceeds of $4.6 million related to the redemption of miscellaneous investments. Capital expenditures were $9.4 million and $8.3 million during the three months ended March 31, 2020 and 2019, respectively.

Cash Flows from Financing Activities Net cash used in financing activities was $18.2 million and $11.9 million for the three months ended March 31, 2020 and 2019, respectively. Net debt decreased by $1.4 million and increased by $4.1 million for the three months ended March 31, 2020 and 2019, respectively. For purposes of the cash flow statement, net changes in debt exclude the impact of foreign exchange rates. Dividends of $16.5 million and $15.2 million were paid during the three months ended March 31, 2020 and 2019, respectively. Dividends paid were $0.39 per share and $0.36 cents per share for the first three months of 2020 and 2019, respectively.



                                       20

--------------------------------------------------------------------------------

Index

CONTRACTUAL OBLIGATIONS

There have been no material changes in the Company's contractual obligations during the quarter ended March 31, 2020. For additional information about contractual obligations, refer to "Contractual Obligations" under Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2019.

OFF-BALANCE SHEET ARRANGEMENTS

As of March 31, 2020, the Company had no off-balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES

There have been no material changes in the Company's critical accounting policies during the quarter ended March 31, 2020. 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, 2019.

© Edgar Online, source Glimpses