UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2015
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-4858
INTERNATIONAL FLAVORS &
FRAGRANCES INC.
(Exact name of registrant as specified in its charter)
New York | 13-1432060 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
521 West 57th Street, New York, N.Y. 10019-2960
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (212) 765-5500
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 the past 90 days. Yes þ No Â
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No Â
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | þ | Accelerated filer | ¨ | |
Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No þ
Number of shares outstanding as of October 26, 2015: 80,250,212
1 | ||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTERNATIONAL FLAVORS & FRAGRANCES INC.
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
(Unaudited)
September 30, 2015 | December 31, 2014 | |||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 272,276 | $ | 478,573 | ||||
Trade receivables (net of allowances of $8,217 and $9,147, respectively) | 569,608 | 493,768 | ||||||
Inventories: Raw materials | 284,503 | 275,161 | ||||||
Work in process | 19,338 | 17,705 | ||||||
Finished goods | 285,622 | 275,863 | ||||||
Total Inventories | 589,463 | 568,729 | ||||||
Deferred income taxes | 12,586 | 27,709 | ||||||
Prepaid expenses and other current assets | 194,818 | 141,248 | ||||||
Total Current Assets | 1,638,751 | 1,710,027 | ||||||
Property, plant and equipment, at cost | 1,779,422 | 1,766,746 | ||||||
Accumulated depreciation | (1,070,520 | ) | (1,046,478 | ) | ||||
708,902 | 720,268 | |||||||
Goodwill | 932,307 | 675,484 | ||||||
Other intangible assets, net | 323,054 | 76,557 | ||||||
Deferred income taxes | 179,447 | 183,047 | ||||||
Other assets | 129,224 | 129,238 | ||||||
Total Assets | $ | 3,911,685 | $ | 3,494,621 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current Liabilities: | ||||||||
Bank borrowings and overdrafts and current portion of long-term debt | $ | 133,056 | $ | 8,090 | ||||
Accounts payable | 254,344 | 216,038 | ||||||
Accrued payroll and bonus | 55,228 | 71,264 | ||||||
Dividends payable | 44,995 | 37,968 | ||||||
Other current liabilities | 199,697 | 185,448 | ||||||
Total Current Liabilities | 687,320 | 518,808 | ||||||
Long-term debt | 1,057,992 | 934,232 | ||||||
Deferred gains | 44,154 | 46,535 | ||||||
Retirement liabilities | 354,507 | 354,333 | ||||||
Other liabilities | 171,563 | 118,024 | ||||||
Total Other Liabilities | 1,628,216 | 1,453,124 | ||||||
Commitments and Contingencies (Note 13) | ||||||||
Shareholders’ Equity: | ||||||||
Common stock 12 1/2¢ par value; authorized 500,000,000 shares; issued 115,858,190 shares as of September 30, 2015 and December 31, 2014 and outstanding 80,356,014 and 80,777,590 shares as of September 30, 2015 and December 31, 2014 | 14,470 | 14,470 | ||||||
Capital in excess of par value | 136,786 | 140,008 | ||||||
Retained earnings | 3,569,911 | 3,350,734 | ||||||
Accumulated other comprehensive loss | (611,636 | ) | (540,430 | ) | ||||
Treasury stock, at cost - 35,502,176 shares as of September 30, 2015 and 35,080,600 shares as of December 31, 2014 | (1,517,659 | ) | (1,446,221 | ) | ||||
Total Shareholders’ Equity | 1,591,872 | 1,518,561 | ||||||
Noncontrolling interest | 4,277 | 4,128 | ||||||
Total Shareholders’ Equity including noncontrolling interest | 1,596,149 | 1,522,689 | ||||||
Total Liabilities and Shareholders’ Equity | $ | 3,911,685 | $ | 3,494,621 | ||||
See Notes to Consolidated Financial Statements
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INTERNATIONAL FLAVORS & FRAGRANCES INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(AMOUNT IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Net sales | $ | 765,092 | $ | 773,813 | $ | 2,307,540 | $ | 2,332,451 | ||||||||
Cost of goods sold | 417,966 | 433,702 | 1,269,097 | 1,298,281 | ||||||||||||
Gross profit | 347,126 | 340,111 | 1,038,443 | 1,034,170 | ||||||||||||
Research and development expenses | 62,750 | 63,701 | 188,725 | 191,635 | ||||||||||||
Selling and administrative expenses | 127,663 | 123,212 | 382,560 | 379,864 | ||||||||||||
Restructuring and other charges, net | — | 608 | (170 | ) | 912 | |||||||||||
Operating profit | 156,713 | 152,590 | 467,328 | 461,759 | ||||||||||||
Interest expense | 11,855 | 10,968 | 34,357 | 34,048 | ||||||||||||
Other expense (income), net | 1,959 | (563 | ) | (3,315 | ) | (3,761 | ) | |||||||||
Income before taxes | 142,899 | 142,185 | 436,286 | 431,472 | ||||||||||||
Taxes on income | 36,452 | 34,770 | 96,206 | 107,064 | ||||||||||||
Net income | 106,447 | 107,415 | 340,080 | 324,408 | ||||||||||||
Other comprehensive income (loss), after tax: | ||||||||||||||||
Foreign currency translation adjustments | (48,368 | ) | (25,046 | ) | (81,326 | ) | (26,872 | ) | ||||||||
(Losses) gains on derivatives qualifying as hedges | (12,498 | ) | 5,748 | (6,381 | ) | 7,806 | ||||||||||
Pension and postretirement net liability | 5,478 | 3,951 | 16,501 | 12,716 | ||||||||||||
Other comprehensive loss | (55,388 | ) | (15,347 | ) | (71,206 | ) | (6,350 | ) | ||||||||
Total comprehensive income | $ | 51,059 | $ | 92,068 | $ | 268,874 | $ | 318,058 | ||||||||
Net income per share - basic | $ | 1.32 | $ | 1.32 | $ | 4.20 | $ | 3.98 | ||||||||
Net income per share - diluted | $ | 1.31 | $ | 1.31 | $ | 4.18 | $ | 3.95 | ||||||||
Average number of shares outstanding - basic | 80,330 | 80,942 | 80,602 | 80,981 | ||||||||||||
Average number of shares outstanding - diluted | 80,737 | 81,508 | 81,052 | 81,556 | ||||||||||||
Dividends declared per share | $ | 0.56 | $ | 0.47 | $ | 1.50 | $ | 1.25 | ||||||||
See Notes to Consolidated Financial Statements
3 | ||
INTERNATIONAL FLAVORS & FRAGRANCES INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(Unaudited)
Nine Months Ended September 30, | ||||||||
2015 | 2014 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 340,080 | $ | 324,408 | ||||
Adjustments to reconcile to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 65,099 | 68,678 | ||||||
Deferred income taxes | 13,134 | 7,496 | ||||||
Gain on disposal of assets | (341 | ) | (2,351 | ) | ||||
Stock-based compensation | 18,355 | 19,627 | ||||||
Pension contributions | (61,125 | ) | (34,493 | ) | ||||
Changes in assets and liabilities, net of acquisitions: | ||||||||
Trade receivables | (108,563 | ) | (47,929 | ) | ||||
Inventories | (31,655 | ) | (21,609 | ) | ||||
Accounts payable | 54,482 | (2,459 | ) | |||||
Accruals for incentive compensation | (13,781 | ) | (45,482 | ) | ||||
Other current payables and accrued expenses | 34,585 | (977 | ) | |||||
Other assets/liabilities, net | (15,575 | ) | 52,594 | |||||
Net cash provided by operating activities | 294,695 | 317,503 | ||||||
Cash flows from investing activities: | ||||||||
Cash paid for acquisitions, net of cash received (including $15 million of contingent consideration related to the Aromor acquisition in 2014) | (493,469 | ) | (102,500 | ) | ||||
Additions to property, plant and equipment | (66,632 | ) | (97,820 | ) | ||||
Proceeds from life insurance contracts | 868 | 17,750 | ||||||
Maturity of net investment hedges | 9,735 | (472 | ) | |||||
Proceeds from disposal of assets | 3,431 | 2,506 | ||||||
Net cash used in investing activities | (546,067 | ) | (180,536 | ) | ||||
Cash flows from financing activities: | ||||||||
Cash dividends paid to shareholders | (113,875 | ) | (95,113 | ) | ||||
Net change in bank borrowings and overdrafts | — | 8,926 | ||||||
Deferred financing costs | — | (1,023 | ) | |||||
Repayments of debt | (30,000 | ) | — | |||||
Proceeds from issuance or drawdown of long-term debt | 279,998 | 4,100 | ||||||
Proceeds from issuance of stock under stock plans | 288 | 1,361 | ||||||
Excess tax benefits on stock-based payments | 11,704 | 6,080 | ||||||
Purchase of treasury stock | (81,237 | ) | (52,453 | ) | ||||
Net cash provided by (used in) financing activities | 66,878 | (128,122 | ) | |||||
Effect of exchange rate changes on cash and cash equivalents | (21,803 | ) | (9,514 | ) | ||||
Net change in cash and cash equivalents | (206,297 | ) | (669 | ) | ||||
Cash and cash equivalents at beginning of year | 478,573 | 405,505 | ||||||
Cash and cash equivalents at end of period | $ | 272,276 | $ | 404,836 | ||||
Interest paid, net of amounts capitalized | $ | 42,871 | $ | 26,407 | ||||
Income taxes paid | $ | 71,167 | $ | 63,007 | ||||
See Notes to Consolidated Financial Statements
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Notes to Consolidated Financial Statements
Note 1. Consolidated Financial Statements:
Basis of Presentation
These interim statements and related management’s discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the related notes and management’s discussion and analysis of results of operations, liquidity and capital resources included in our 2014 Annual Report on Form 10-K (“2014 Form 10-K”). These interim statements are unaudited. The year-end balance sheet data included in this Form 10-Q filing was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America. We have historically operated and continue to operate on a 52/53 week fiscal year ending on the Friday closest to the last day of the quarter. For ease of presentation, September 30 and December 31 are used consistently throughout this Form 10-Q and these interim financial statements and related notes to represent the period-end dates. For the 2015 and 2014 quarters, the actual closing dates were October 2, and September 26, respectively. The unaudited interim financial statements include all adjustments (consisting only of normal recurring adjustments) and accruals necessary in the judgment of management for a fair statement of the results for the periods presented. When used herein, the terms “IFF,” the “Company,” “we,” “us” and “our” mean International Flavors & Fragrances Inc. and its consolidated subsidiaries.
Reclassifications and Revisions
Certain prior year amounts have been reclassified to conform with current year presentation. Additionally, an adjustment has been made to accounts payable and accrued liabilities to correct the classification of certain amounts included in the accompanying December 31, 2014 consolidated balance sheet and a corresponding adjustment has been made to the September 30, 2014 consolidated statement of cash flows. These revisions are not considered material to the previously issued financial statements.
Recent Accounting Pronouncements
In September 2015, the Financial Accounting Standards Board ("FASB") issued authoritative guidance relating to the adjustments made during the measurement period for items in a business combination. Specifically, the new guidance would require adjustments related to the finalization of estimates to be recorded in the period when they are determined and to provide certain additional disclosures. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The Company has determined that the adoption of this guidance will not have a significant impact on its consolidated financial statements.
In July 2015, the FASB issued authoritative guidance relating to the measurement of inventory costs, which more closely aligns the measurement of inventory in Generally Accepted Accounting Principles with the measurement of inventory in International Financial Reporting Standards. This guidance is effective for years beginning after December 15, 2016, including interim periods within those fiscal years. The Company does not expect that the adoption of this guidance will have a significant impact on its consolidated financial statements.
In April 2015, the FASB issued authoritative guidance which provides a practical expedient related to the measurement date of defined benefit plan assets and obligations. This guidance is effective for annual and interim periods beginning after December 15, 2015. The Company does not expect that the adoption of this guidance will have a significant impact on its consolidated financial statements.
In April 2015, the FASB issued authoritative guidance which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This guidance is effective for annual and interim periods beginning after December 15, 2015. The Company has determined that the adoption of this guidance will not have a significant impact on its consolidated financial statements.
In February 2015, the FASB issued authoritative guidance related to accounting for consolidation of certain legal entities. The guidance will change the analysis that a reporting entity must perform to determine the criteria for consolidating certain types of entities. This guidance is effective for annual and interim periods beginning after December 15, 2015. The Company has determined that the adoption of this guidance will not have a significant impact on its consolidated financial statements.
In May 2014, the FASB issued authoritative guidance to clarify the principles to be used to recognize revenue and, in August 2015, issued authoritative guidance delaying the effective adoption date of that guidance by one year. The guidance is applicable to all entities and, based on the revised adoption date, is effective for annual and interim periods beginning after
5 | ||
December 15, 2017. Adoption as of the original effective date is permitted. The Company is currently evaluating the impact that this new standard will have on its consolidated financial statements.
Accounts Receivable
The Company sells certain accounts receivable on a non-recourse basis to unrelated financial institutions under “factoring” agreements that are sponsored, solely and individually, by certain customers. The Company accounts for these transactions as sales of receivables, removes the receivables sold from its financial statements, and records cash proceeds when received by the Company. The beneficial impact on cash from operations from participating in these programs increased approximately $0.2 million for the nine months ended September 30, 2015 compared to an increase of approximately $19.4 million for the nine months ended September 30, 2014. The cost of participating in these programs was immaterial to our results in all periods.
Note 2. Net Income Per Share:
Net income per share is based on the weighted average number of shares outstanding. A reconciliation of the shares used in the computation of basic and diluted net income per share is as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
(SHARES IN THOUSANDS) | 2015 | 2014 | 2015 | 2014 | |||||||
Basic | 80,330 | 80,942 | 80,602 | 80,981 | |||||||
Assumed dilution under stock plans | 407 | 566 | 450 | 575 | |||||||
Diluted | 80,737 | 81,508 | 81,052 | 81,556 | |||||||
There were no stock options or stock-settled appreciation rights (“SSARs”) excluded from the computation of diluted net income per share for the three and nine months ended September 30, 2015 and 2014.
The Company has issued shares of purchased restricted common stock (“PRS”) which contain rights to nonforfeitable dividends while these shares are outstanding and thus are considered participating securities. Such securities are required to be included in the computation of basic and diluted earnings per share pursuant to the two-class method. The Company did not present the two-class method since the difference between basic and diluted net income per share for both unrestricted common shareholders and PRS shareholders was less than $0.01 per share for each period presented, and the number of PRS outstanding as of September 30, 2015 and 2014 was immaterial. Net income allocated to such PRS was $0.5 million and $0.6 million during the three months ended September 30, 2015 and 2014, respectively and $1.6 million and $1.9 million during the nine months ended September 30, 2015 and 2014, respectively.
Note 3. Acquisitions:
2015 Activity
Lucas Meyer
During the third quarter of 2015, the Company completed the acquisition of 100% of the outstanding shares of Lucas Meyer Cosmetics, a business of Unipex Group ("Lucas Meyer"). (The total shares acquired include shares effectively acquired pursuant to put and call option agreements). Lucas Meyer was acquired in order to strengthen and expand Fragrance Ingredients. Total consideration was approximately Euro 284 million ($312 million), including approximately $4.8 million of cash acquired. The Company paid Euro 282 million (approximately $310 million) for this acquisition, which was funded from existing resources, and recorded a liability of approximately Euro 2 million (approximately $2 million). The purchase price exceeded the fair value of existing net assets by approximately $289 million. The excess was allocated principally to identifiable intangible assets (approximately $169 million), goodwill (approximately $174 million) and approximately $54 million to deferred taxes. Separately identifiable intangible assets are principally related to customer relationships and proprietary technology. The intangible assets are being amortized using lives ranging from 10-20 years. The purchase price allocation is preliminary pending final valuations and is expected to be completed by the fourth quarter of 2015, with the assignment of final values and applicable useful lives of intangible assets. No pro forma financial information for 2015 is presented as the impact of the acquisition was immaterial to the Consolidated Statement of Comprehensive Income.
Ottens Flavors
During the second quarter of 2015, the Company completed the acquisition of 100% of the outstanding shares of Henry H. Ottens Manufacturing Co., Inc. ("Ottens Flavors"). Ottens Flavors was acquired in order to strengthen the IFF Flavors business in North America. The Company paid approximately $198.9 million (including approximately $10.4 million of cash acquired)
6 | ||
for this acquisition, which was funded from existing resources. The purchase price exceeded the fair value of existing net assets by approximately $162 million. The excess was allocated principally to identifiable intangible assets (approximately $85 million) and goodwill (approximately $78 million). Separately identifiable intangible assets are principally related to customer relationships and proprietary flavors technology. The intangible assets are being amortized using lives ranging from 5-17 years. The purchase price allocation is preliminary pending finalization of the purchase price and is expected to be completed by the fourth quarter of 2015. No pro forma financial information for 2015 is presented as the impact of the acquisition is immaterial.
2014 Activity
Aromor
During the first quarter of 2014, the Company completed the acquisition of 100% of the equity of Aromor Flavors and Fragrances Ltd. ("Aromor"). Aromor is part of the IFF Fragrances Ingredients business. The Company paid $102.6 million (including $0.1 million of cash acquired) for this acquisition, which was funded from existing resources. The purchase price exceeded the carrying value of existing net assets by approximately $56 million. The excess was allocated principally to identifiable intangible assets (approximately $53 million), goodwill (approximately $10 million) and approximately $9 million to deferred tax liabilities. Separately identifiable intangible assets are principally related to technological know-how. The intangible assets are being amortized using lives ranging from 13-19 years. Additionally, the consideration included $15 million related to post-combination contingent consideration, held in escrow, which is being expensed by the Company as it is earned by the selling shareholders.
Note 4. Restructuring and Other Charges, Net:
In 2014, the Company closed its fragrance ingredients manufacturing facility in Augusta, Georgia and consolidated production into other Company facilities. In connection with this closure, during 2014, the Company recorded total charges of $13.8 million, consisting of $2.2 million related to severance, $10.3 million related to accelerated depreciation, and $1.3 million in plant shutdown and other related costs. During the nine months ended September 30, 2015, the Company recorded a net credit of $0.2 million principally related to the reversal of severance accruals.
Changes in employee-related restructuring liabilities during the nine months ended September 30, 2015, were as follows:
(DOLLARS IN THOUSANDS) | Employee-Related Costs | Other | Total | ||||||||
December 31, 2014 | $ | 759 | $ | — | $ | 759 | |||||
Additional charges (reversals), net | (357 | ) | 187 | (170 | ) | ||||||
Payments and other costs | (282 | ) | (187 | ) | (469 | ) | |||||
September 30, 2015 | $ | 120 | $ | — | $ | 120 | |||||
Note 5. Other Intangible Assets, Net:
Other intangible assets, net consist of the following amounts:
September 30, | December 31, | ||||||
(DOLLARS IN THOUSANDS) | 2015 | 2014 | |||||
Gross carrying value (1) | $ | 475,473 | $ | 218,676 | |||
Accumulated amortization | (152,419 | ) | (142,119 | ) | |||
Total | $ | 323,054 | $ | 76,557 | |||
(1) | Includes patents, trademarks, technological know-how and other intellectual property, valued at acquisition. |
The increase in intangible assets for the nine months ended September 30, 2015 relates to the acquisitions of Ottens Flavors and Lucas Meyer, as discussed in Note 3.
Amortization
Amortization expense was $5.4 million and $1.9 million for the three months ended September 30, 2015 and 2014, respectively and $10.3 million and $5.9 million for the nine months ended September 30, 2015 and 2014, respectively. Annual amortization is expected to be $15.9 million for the full year 2015, $23.9 million for the years 2016 through 2018, and $23.2 million for the years 2019 through 2020.
7 | ||
Note 6. Borrowings:
Debt consists of the following:
(DOLLARS IN THOUSANDS) | Rate | Maturities | September 30, 2015 | December 31, 2014 | ||||||||
Senior notes - 2007 | 6.40 | % | 2017-27 | $ | 500,000 | $ | 500,000 | |||||
Senior notes - 2006 | 6.14 | % | 2016 | 125,000 | 125,000 | |||||||
Senior notes - 2013 | 3.20 | % | 2023 | 299,802 | 299,782 | |||||||
Credit facility | 1.31 | % | 2019 | 247,655 | — | |||||||
Bank overdrafts and other | 14,866 | 12,335 | ||||||||||
Deferred realized gains on interest rate swaps | 3,725 | 5,205 | ||||||||||
1,191,048 | 942,322 | |||||||||||
Less: Current portion of long-term debt | (133,056 | ) | (8,090 | ) | ||||||||
$ | 1,057,992 | $ | 934,232 | |||||||||
Note 7. Income Taxes:
Uncertain Tax Positions
At September 30, 2015, the Company had $15.5 million of unrecognized tax benefits recorded in Other liabilities and $0.5 million recorded in Other current liabilities. If these unrecognized tax benefits were recognized, the effective tax rate would be affected.
At September 30, 2015, the Company had accrued interest and penalties of $0.7 million classified in Other liabilities.
As of September 30, 2015, the Company’s aggregate provisions for uncertain tax positions, including interest and penalties, was $16.7 million associated with various tax positions asserted in foreign jurisdictions, none of which is individually material.
The Company regularly repatriates a portion of current year earnings from select non–U.S. subsidiaries. No provision is made for additional taxes on undistributed earnings of subsidiary companies that are intended and planned to be indefinitely invested in such subsidiaries. We intend to, and have plans to, reinvest these earnings indefinitely in our foreign subsidiaries to fund local operations and/or capital projects.
The Company has ongoing income tax audits and legal proceedings which are at various stages of administrative or judicial review, of which the most significant items are discussed below. In addition, the Company has open tax years with various taxing jurisdictions that range primarily from 2005 to 2014. Based on currently available information, we do not believe the ultimate outcome of any of these tax audits and other tax positions related to open tax years, when finalized, will have a material impact on our financial position.
The Company also has other ongoing tax audits and legal proceedings that relate to indirect taxes, such as value-added taxes, capital tax, sales and use taxes and property taxes, which are discussed in Note 13.
Spanish Tax
As of December 31, 2014, the Company had one outstanding income tax case in Spain relating to fiscal year 2002, which had been previously appealed by the Company. As of December 31, 2014, the Company had fully reserved the original assessment asserted by the Spanish Tax Authority. During the first quarter of 2015, the Company received a favorable ruling on this appeal and accordingly, reversed the total reserve related to the 2002 fiscal year (with a value of Euro 1.9 million or $2.3 million).
As of September 30, 2015, the three dividend withholding tax controversies in Spain have now been resolved. The Company made total payments of Euro 4.5 million ($4.9 million) during the second quarter of 2015 related to the resolution of these three controversies.
Effective Tax Rate
The effective tax rate for the three months ended September 30, 2015 was 25.5% compared with 24.5% for the three months ended September 30, 2014. The quarter-over-quarter increase is largely due to mix of earnings partially offset by lower loss provisions and lower expected repatriation costs in 2015. The effective tax rate for the nine months ended September 30, 2015 was 22.1% compared with 24.8% for the nine months ended September 30, 2014. The year-over-year decrease is
8 | ||
primarily due to a benefit of $10.5 million recorded in the first quarter of 2015, as a result of favorable tax rulings in Spain and another jurisdiction for which reserves were previously recorded.
Note 8. Stock Compensation Plans:
The Company has various plans under which its officers, senior management, other key employees and directors may be granted equity-based awards. Equity awards outstanding under the plans include PRS, purchased restricted stock units, restricted stock units ("RSUs"), stock options, SSARs and Long-Term Incentive Plan awards; liability-based awards outstanding under the plans are cash-settled RSUs.
Stock-based compensation expense and related tax benefits were as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
(DOLLARS IN THOUSANDS) | 2015 | 2014 | 2015 | 2014 | |||||||||||
Equity-based awards | $ | 5,495 | $ | 5,593 | $ | 18,355 | $ | 19,627 | |||||||
Liability-based awards | 782 | 452 | 3,355 | 3,216 | |||||||||||
Total stock-based compensation expense | 6,277 | 6,045 | 21,710 | 22,843 | |||||||||||
Less: tax benefit | (1,914 | ) | (1,899 | ) | (6,326 | ) | (6,970 | ) | |||||||
Total stock-based compensation expense, after tax | $ | 4,363 | $ | 4,146 | $ | 15,384 | $ | 15,873 | |||||||
On May 6, 2015, the shareholders of the Company approved the 2015 Stock Award and Incentive Plan (the "2015 Plan"). The 2015 Plan replaces the 2010 Stock Award and Incentive Plan (the “2010 Plan”). The total number of shares authorized for issuance under the Plan is 1,500,000 shares plus shares that remained available for issuance under the 2010 Plan as of May 6, 2015 and any shares subject to outstanding awards under the 2010 Plan that are cancelled, forfeited or expire.
Note 9. Segment Information:
The Company is organized into two operating segments: Flavors and Fragrances. These segments align with the internal structure of the Company used to manage these businesses. Performance of these operating segments is evaluated based on segment profit which is defined as operating profit before Restructuring and other charges, net, Global expenses (as discussed below) and certain non-recurring items, Interest expense, Other income (expense), net and Taxes on income.
The Global expenses caption below represents corporate and headquarters-related expenses which include legal, finance, human resources, certain incentive compensation expenses and other R&D and administrative expenses that are not allocated to individual operating segments.
Reportable segment information is as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
(DOLLARS IN THOUSANDS) | 2015 | 2014 | 2015 | 2014 | |||||||||||
Net sales: | |||||||||||||||
Flavors | $ | 359,103 | $ | 358,708 | $ | 1,108,689 | $ | 1,100,726 | |||||||
Fragrances | 405,989 | 415,105 | 1,198,851 | 1,231,725 | |||||||||||
Consolidated | $ | 765,092 | $ | 773,813 | $ | 2,307,540 | $ | 2,332,451 | |||||||
Segment profit: | |||||||||||||||
Flavors | $ | 79,803 | $ | 79,747 | $ | 256,546 | $ | 258,614 | |||||||
Fragrances | 90,893 | 86,615 | 252,416 | 259,253 | |||||||||||
Global expenses | (6,874 | ) | (12,882 | ) | (27,067 | ) | (49,182 | ) | |||||||
Restructuring and other charges, net | — | (608 | ) | 170 | (912 | ) | |||||||||
Acquisition and related costs (1) | (6,830 | ) | — | (13,896 | ) | — | |||||||||
Operational improvement initiative costs (2) | (279 | ) | (282 | ) | (841 | ) | (6,014 | ) | |||||||
Operating profit | 156,713 | 152,590 | 467,328 | 461,759 | |||||||||||
Interest expense | (11,855 | ) | (10,968 | ) | (34,357 | ) | (34,048 | ) | |||||||
Other (expense) income, net | (1,959 | ) | 563 | 3,315 | 3,761 | ||||||||||
Income before taxes | $ | 142,899 | $ | 142,185 | $ | 436,286 | $ | 431,472 | |||||||
9 | ||
(1) | Acquisition and related costs are associated with the acquisitions of Ottens Flavors and Lucas Meyer as discussed in Note 3, including inventory step-up charges related to the inventory acquired. |
(2) | Operational improvement initiative costs relate to the closing of a smaller facility in Europe in the 2014 period and certain manufacturing activities in Asia in both the 2015 and 2014 periods, while transferring production to larger facilities in each respective region. |
Net sales are attributed to individual regions based upon the destination of product delivery. Net sales related to the U.S. for the three months ended September 30, 2015 and 2014 were $182 million and $162 million, respectively and for the nine months ended September 30, 2015 and 2014 were $520 million and $495 million, respectively. Net sales attributed to all foreign countries in total for the three months ended September 30, 2015 and 2014 were $583 million and $612 million, respectively and for the nine months ended September 30, 2015 and 2014 were $1,788 million and $1,837 million, respectively. No country other than the U.S. had net sales in any period presented greater than 9.0% of total consolidated net sales.
Note 10. Employee Benefits:
Pension and other defined contribution retirement plan expenses included the following components:
U.S. Plans | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
(DOLLARS IN THOUSANDS) | 2015 | 2014 | 2015 | 2014 | |||||||||||
Service cost for benefits earned | $ | 984 | $ | 530 | $ | 2,952 | $ | 2,299 | |||||||
Interest cost on projected benefit obligation | 5,954 | 6,349 | 17,860 | 18,812 | |||||||||||
Expected return on plan assets | (8,083 | ) | (6,906 | ) | (24,248 | ) | (20,732 | ) | |||||||
Net amortization and deferrals | 5,203 | 4,720 | 15,607 | 13,229 | |||||||||||
Net periodic benefit cost | 4,058 | 4,693 | 12,171 | 13,608 | |||||||||||
Defined contribution and other retirement plans | 1,847 | 1,964 | 6,075 | 5,866 | |||||||||||
Total expense | $ | 5,905 | $ | 6,657 | $ | 18,246 | $ | 19,474 | |||||||
Non-U.S. Plans | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
(DOLLARS IN THOUSANDS) | 2015 | 2014 | 2015 | 2014 | |||||||||||
Service cost for benefits earned | $ | 4,220 | $ | 2,772 | $ | 12,659 | $ | 10,722 | |||||||
Interest cost on projected benefit obligation | 6,283 | 8,298 | 18,848 | 25,250 | |||||||||||
Expected return on plan assets | (12,712 | ) | (12,576 | ) | (38,137 | ) | (37,731 | ) | |||||||
Net amortization and deferrals | 3,397 | 2,058 | 10,189 | 8,012 | |||||||||||
Loss due to settlements and special terminations | — | 32 | — | 32 | |||||||||||
Net periodic benefit cost | 1,188 | 584 | 3,559 | 6,285 | |||||||||||
Defined contribution and other retirement plans | 1,923 | 1,886 | 5,211 | 4,508 | |||||||||||
Total expense | $ | 3,111 | $ | 2,470 | $ | 8,770 | $ | 10,793 | |||||||
The Company expects to contribute a total of approximately $30 million to its non-U.S. pension plans during 2015. During the three months ended September 30, 2015, there were no contributions made to the qualified U.S. pension plans, but during the nine months ended September 30, 2015, $35.0 million of contributions were made. In the three and nine months ended September 30, 2015, $3.6 million and $26.1 million of contributions were made to the non-U.S. plans, respectively. In the three and nine months ended September 30, 2015, $1.1 million and $3.2 million of benefit payments were made with respect to the Company’s non-qualified U.S. pension plan, respectively.
Expense recognized for postretirement benefits other than pensions included the following components:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
(DOLLARS IN THOUSANDS) | 2015 | 2014 | 2015 | 2014 | |||||||||||
Service cost for benefits earned | $ | 301 | $ | 326 | $ | 901 | $ | 971 | |||||||
Interest cost on projected benefit obligation | 1,082 | 1,197 | 3,246 | 3,672 | |||||||||||
Net amortization and deferrals | (712 | ) | (1,124 | ) | (2,134 | ) | (3,082 | ) | |||||||
Total postretirement benefit expense | $ | 671 | $ | 399 | $ | 2,013 | $ | 1,561 | |||||||
10 | ||
The Company expects to contribute approximately $5 million to its postretirement benefits other than pension plans during 2015. In the three and nine months ended September 30, 2015, $1.4 million and $4.8 million of contributions were made.
Note 11. Financial Instruments:
Fair Value
Accounting guidance on fair value measurements specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs create the following fair value hierarchy:
• | Level 1–Quoted prices for identical instruments in active markets. |
• | Level 2–Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. |
• | Level 3–Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. We determine the fair value of structured liabilities (where performance is linked to structured interest rates, inflation or currency risks) using the LIBOR swap curve and forward interest and exchange rates at period end. Such instruments are classified as Level 2 based on the observability of significant inputs to the model. We do not have any instruments classified as Level 1 or Level 3, other than those included in pension asset trusts as discussed in Note 13 of our 2014 Form 10-K.
These valuations take into consideration our credit risk and our counterparties’ credit risk. The estimated change in the fair value of these instruments due to such changes in our own credit risk (or instrument-specific credit risk) was immaterial as of September 30, 2015.
The amounts recorded in the balance sheet (carrying amount) and the estimated fair values of financial instruments at September 30, 2015 and December 31, 2014 consisted of the following:
September 30, 2015 | December 31, 2014 | ||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||
(DOLLARS IN THOUSANDS) | |||||||||||||||
Cash and cash equivalents (1) | $ | 272,276 | $ | 272,276 | $ | 478,573 | $ | 478,573 | |||||||
Credit facilities and bank overdrafts (2) | 262,521 | 262,521 | 12,335 | 12,335 | |||||||||||
Long-term debt: (3) | |||||||||||||||
Senior notes - 2007 | 500,000 | 576,155 | 500,000 | 587,650 | |||||||||||
Senior notes - 2006 | 125,000 | 129,110 | 125,000 | 133,137 | |||||||||||
Senior notes - 2013 | 299,802 | 299,577 | 299,782 | 296,290 | |||||||||||
(1) | The carrying amount of cash and cash equivalents approximates fair value due to the short maturity of those instruments. |
(2) | The carrying amount of our credit facilities and bank overdrafts approximates fair value as the interest rate is reset frequently based on current market rates as well as the short maturity of those instruments. |
(3) | The fair value of our long-term debt was calculated using discounted cash flows applying current interest rates and current credit spreads based on our own credit risk. |
Derivatives
The Company periodically enters into foreign currency forward contracts with the objective of reducing exposure to cash flow volatility associated with our intercompany loans, foreign currency receivables and payables, and anticipated purchases of certain raw materials used in operations. These contracts generally involve the exchange of one currency for a second currency at a future date, have maturities not exceeding twelve months and are with counterparties which are major international financial institutions.
11 | ||
During the nine months ended September 30, 2015 and the year ended December 31, 2014, the Company entered into several forward currency contracts which qualified as net investment hedges, in order to mitigate a portion of our net European investments from foreign currency risk. The effective portions of net investment hedges are recorded in Other comprehensive income (“OCI”) as a component of Foreign currency translation adjustments in the accompanying Consolidated Statement of Comprehensive Income. Realized gains (losses) are deferred in accumulated other comprehensive income ("AOCI") where they will remain until the net investments in our European subsidiaries are divested. The outstanding forward currency contracts have remaining maturities of approximately one year. Four of these forward currency contracts matured during the nine months ended September 30, 2015.
During the nine months ended September 30, 2015 and the year ended December 31, 2014, the Company entered into several forward currency contracts which qualified as cash flow hedges. The objective of these hedges is to protect against the currency risk associated with forecasted U.S. dollar (USD) denominated raw material purchases made by Euro (EUR) functional currency entities which result from changes in the EUR/USD exchange rate. The effective portions of cash flow hedges are recorded in OCI as a component of Gains/(losses) on derivatives qualifying as hedges in the accompanying Consolidated Statement of Comprehensive Income. Realized gains/(losses) in AOCI related to cash flow hedges of raw material purchases are recognized as a component of Cost of goods sold in the accompanying Consolidated Statement of Comprehensive Income in the same period as the related costs are recognized.
During 2015 and 2014, the Company entered into interest rate swap agreements that effectively converted the fixed rate on a portion of our long-term borrowings to a variable short-term rate based on the LIBOR plus an interest markup. These swaps are designated as fair value hedges. Amounts recognized in Interest expense were immaterial for the three and nine months ended September 30, 2015.
The following table shows the notional amount of the Company’s derivative instruments outstanding as of September 30, 2015 and December 31, 2014:
(DOLLARS IN THOUSANDS) | September 30, 2015 | December 31, 2014 | |||||
Foreign currency contracts | $ | 283,550 | $ | 191,150 | |||
Interest rate swaps | $ | 775,000 | $ | 425,000 | |||
The following tables show the Company’s derivative instruments measured at fair value (Level 2 of the fair value hierarchy), as reflected in the Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014:
September 30, 2015 | |||||||||||
(DOLLARS IN THOUSANDS) | Fair Value of Derivatives Designated as Hedging Instruments | Fair Value of Derivatives Not Designated as Hedging Instruments | Total Fair Value | ||||||||
Derivative assets (a) | |||||||||||
Foreign currency contracts | $ | 6,690 | $ | 2,149 | $ | 8,839 | |||||
Interest rate swaps | 4,409 | — | 4,409 | ||||||||
$ | 11,099 | $ | 2,149 | $ | 13,248 | ||||||
Derivative liabilities (b) | |||||||||||
Foreign currency contracts | $ | 3,725 | $ | 2,263 | $ | 5,988 | |||||
Interest rate swaps | 4,772 | — | 4,772 | ||||||||
$ | 8,497 | $ | 2,263 | $ | 10,760 | ||||||
12 | ||
December 31, 2014 | |||||||||||
(DOLLARS IN THOUSANDS) | Fair Value of Derivatives Designated as Hedging Instruments | Fair Value of Derivatives Not Designated as Hedging Instruments | Total Fair Value | ||||||||
Derivative assets (a) | |||||||||||
Foreign currency contracts | $ | 16,637 | $ | 4,398 | $ | 21,035 | |||||
Interest rate swaps | 683 | — | 683 | ||||||||
$ | 17,320 | $ | 4,398 | $ | 21,718 | ||||||
Derivative liabilities (b) | |||||||||||
Foreign currency contracts | $ | 6 | $ | 1,055 | $ | 1,061 | |||||
(a) | Derivative assets are recorded to Prepaid expenses and other current assets in the Consolidated Balance Sheet. |
(b) | Derivative liabilities are recorded as Other current liabilities in the Consolidated Balance Sheet. |
The following table shows the effect of the Company’s derivative instruments which were not designated as hedging instruments in the Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2015 and 2014 (in thousands):
Derivatives Not Designated as Hedging Instruments | Amount of Gain (Loss) Recognized in Income on Derivative | Location of Gain (Loss) Recognized in Income on Derivative | |||||||
Three Months Ended September 30, | |||||||||
2015 | 2014 | ||||||||
Foreign currency contracts | $ | (1,979 | ) | $ | 17,517 | Other expense (income), net | |||
Derivatives Not Designated as Hedging Instruments | Amount of Gain (Loss) Recognized in Income on Derivative | Location of Gain (Loss) Recognized in Income on Derivative | |||||||
Nine Months Ended September 30, | |||||||||
2015 | 2014 | ||||||||
Foreign currency contracts | $ | 8,097 | $ | 18,942 | Other expense (income), net | ||||
Most of these net gains (losses) offset any recognized gains (losses) arising from the revaluation of the related intercompany loans during the same respective periods.
The following table shows the effect of the Company’s derivative instruments designated as cash flow and net investment hedging instruments in the Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 and 2014 (in thousands):
13 | ||
Amount of (Loss) Gain Recognized in OCI on Derivative (Effective Portion) | Location of (Loss) Gain Reclassified from AOCI into Income (Effective Portion) | Amount of (Loss) Gain Reclassified from Accumulated OCI into Income (Effective Portion) | |||||||||||||||
Three Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Derivatives in Cash Flow Hedging Relationships: | |||||||||||||||||
Foreign currency contracts | (7,794 | ) | 5,680 | Cost of goods sold | 6,956 | (1,221 | ) | ||||||||||
Interest rate swaps (1) | (4,703 | ) | 69 | Interest expense | (69 | ) | (69 | ) | |||||||||
Derivatives in Net Investment Hedging Relationships: | |||||||||||||||||
Foreign currency contracts | (547 | ) | 5,097 | N/A | — | — | |||||||||||
Total | $ | (13,044 | ) | $ | 10,846 | $ | 6,887 | $ | (1,290 | ) | |||||||
Amount of (Loss) Gain Recognized in OCI on Derivative (Effective Portion) | Location of (Loss) Gain Reclassified from AOCI into Income (Effective Portion) | Amount of (Loss) Gain Reclassified from Accumulated OCI into Income (Effective Portion) | |||||||||||||||
Nine Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Derivatives in Cash Flow Hedging Relationships: | |||||||||||||||||
Foreign currency contracts | (1,815 | ) | 7,601 | Cost of goods sold | 11,540 | (2,699 | ) | ||||||||||
Interest rate swaps (1) | (4,565 | ) | 207 | Interest expense | (207 | ) | $ | (207 | ) | ||||||||
Derivatives in Net Investment Hedging Relationships: | |||||||||||||||||
Foreign currency contracts | 2,984 | 5,395 | N/A | — | — | ||||||||||||
Total | $ | (3,396 | ) | $ | 13,203 | $ | 11,333 | $ | (2,906 | ) | |||||||
(1) Interest rate swaps were entered into as pre-issuance hedges.
No ineffectiveness was experienced in the above noted cash flow hedges during the three and nine months ended September 30, 2015 and 2014. The ineffective portion of the net investment hedges was not material during the three and nine months ended September 30, 2015 and 2014.
The Company expects that approximately $8.7 million (net of tax) of derivative gains included in AOCI at September 30, 2015, based on current market rates, will be reclassified into earnings within the next 12 months. The majority of this amount will vary due to fluctuations in foreign currency exchange rates.
14 | ||
Note 12. Accumulated Other Comprehensive Income (Loss):
The following tables present changes in the accumulated balances for each component of other comprehensive income, including current period other comprehensive income and reclassifications out of accumulated other comprehensive income:
Foreign Currency Translation Adjustments | (Losses) Gains on Derivatives Qualifying as Hedges | Pension and Postretirement Liability Adjustment | Total | ||||||||||||
(DOLLARS IN THOUSANDS) | |||||||||||||||
Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2014 | $ | (173,342 | ) | $ | 12,371 | $ | (379,459 | ) | $ | (540,430 | ) | ||||
OCI before reclassifications | (81,326 | ) | 4,952 | — | (76,374 | ) | |||||||||
Amounts reclassified from AOCI | — | (11,333 | ) | 16,501 | 5,168 | ||||||||||
Net current period other comprehensive income (loss) | (81,326 | ) | (6,381 | ) | 16,501 | (71,206 | ) | ||||||||
Accumulated other comprehensive (loss) income, net of tax, as of September 30, 2015 | $ | (254,668 | ) | $ | 5,990 | $ | (362,958 | ) | $ | (611,636 | ) | ||||
Foreign Currency Translation Adjustments | (Losses) Gains on Derivatives Qualifying as Hedges | Pension and Postretirement Liability Adjustment | Total | ||||||||||||
(DOLLARS IN THOUSANDS) | |||||||||||||||
Accumulated other comprehensive (loss) income, net of tax, as of December 31, 2013 | $ | (104,278 | ) | $ | (4,012 | ) | $ | (284,421 | ) | $ | (392,711 | ) | |||
OCI before reclassifications | (26,872 | ) | 4,900 | — | (21,972 | ) | |||||||||
Amounts reclassified from AOCI | — | 2,906 | 12,716 | 15,622 | |||||||||||
Net current period other comprehensive income (loss) | (26,872 | ) | 7,806 | 12,716 | (6,350 | ) | |||||||||
Accumulated other comprehensive (loss) income, net of tax, as of September 30, 2014 | $ | (131,150 | ) | $ | 3,794 | $ | (271,705 | ) | $ | (399,061 | ) | ||||
The following table provides details about reclassifications out of accumulated other comprehensive income to the Consolidated Statement of Comprehensive Income:
Nine Months Ended September 30, 2015 | Nine Months Ended September 30, 2014 | Affected Line Item in the Consolidated Statement of Comprehensive Income | |||||||
(DOLLARS IN THOUSANDS) | |||||||||
(Losses) gains on derivatives qualifying as hedges | |||||||||
Foreign currency contracts | 13,189 | (3,723 | ) | Cost of goods sold | |||||
Interest rate swaps | (207 | ) | (207 | ) | Interest expense | ||||
(1,649 | ) | 1,024 | Provision for income taxes | ||||||
$ | 11,333 | $ | (2,906 | ) | Total, net of income taxes | ||||
(Losses) gains on pension and postretirement liability adjustments | |||||||||
Settlements / Curtailments | $ | — | $ | (32 | ) | (a) | |||
Prior service cost | 3,472 | 3,489 | (a) | ||||||
Actuarial losses | (27,134 | ) | (21,648 | ) | (a) | ||||
7,161 | 5,475 | Provision for income taxes | |||||||
$ | (16,501 | ) | $ | (12,716 | ) | Total, net of income taxes | |||
(a) | The amortization of prior service cost and actuarial loss is included in the computation of net periodic benefit cost. Refer to Note 13 of our 2014 Form 10-K for additional information regarding net periodic benefit cost. |
Note 13. Commitments and Contingencies:
Guarantees and Letters of Credit
The Company has various bank guarantees and letters of credit which are available for use to support its ongoing business operations and to satisfy governmental requirements associated with pending litigation in various jurisdictions.
At September 30, 2015, we had total bank guarantees and standby letters of credit of approximately $31.3 million with various financial institutions. Included in the above aggregate amount is a total of $13.2 million in bank guarantees which the Company has posted for certain assessments in Brazil for other diverse income tax and indirect tax disputes related to fiscal years 1998-2011. There were no material amounts utilized under the standby letters of credit as of September 30, 2015.
In order to challenge the assessments in these cases in Brazil, the Company has been required to, and has separately pledged assets, principally property, plant and equipment, to cover assessments in the amount of approximately $12.0 million as of September 30, 2015.
Lines of Credit
The Company has various lines of credit which are available to support its ongoing business operations. At September 30, 2015, we had available lines of credit (in addition to the Credit Facility discussed in Note 8 of our 2014 Form 10-K) of approximately $68.0 million with various financial institutions. There were no significant amounts drawn down pursuant to these lines of credit as of September 30, 2015.
Litigation
The Company assesses contingencies related to litigation and/or other matters to determine the degree of probability and range of possible loss. A loss contingency is accrued in the Company’s consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly sensitive and requires judgments about future events. On at least a quarterly basis, the Company reviews contingencies related to litigation to determine the adequacy of accruals. The amount of ultimate loss may differ from these estimates and further events may require the Company to increase or decrease the amounts it has accrued on any matter.
Periodically, we assess our insurance coverage for all known claims, where applicable, taking into account aggregate coverage by occurrence, limits of coverage, self-insured retentions and deductibles, historical claims experience and claims experience with our insurance carriers. The liabilities are recorded at management’s best estimate of the probable outcome of the lawsuits and claims, taking into consideration the facts and circumstances of the individual matters as well as past
15 | ||
experience on similar matters. At each balance sheet date, the key issues that management assesses are whether it is probable that a loss as to asserted or unasserted claims has been incurred and if so, whether the amount of loss can be reasonably estimated. We record the expected liability with respect to claims in Other liabilities and expected recoveries from our insurance carriers in Other assets. We recognize a receivable when we believe that realization of the insurance receivable is probable under the terms of the insurance policies and our payment experience to date.
Environmental
Over the past 20 years, various federal and state authorities and private parties have claimed that we are a Potentially Responsible Party (“PRP”) as a generator of waste materials for alleged pollution at a number of waste sites operated by third parties located principally in New Jersey and have sought to recover costs incurred and to be incurred to clean up the sites.
We have been identified as a PRP at eight facilities operated by third parties at which investigation and/or remediation activities may be ongoing. We analyze our potential liability on at least a quarterly basis. We accrue for environmental liabilities when they are probable and estimable. We estimate our share of the total future cost for these sites to be less than $5 million.
While joint and several liability is authorized under federal and state environmental laws, we believe the amounts we have paid and anticipate paying in the future for clean-up costs and damages at all sites are not material and will not have a material adverse effect on our financial condition, results of operations or liquidity. This assessment is based upon, among other things, the involvement of other PRPs at most of the sites, the status of the proceedings, including various settlement agreements and consent decrees, and the extended time period over which payments will likely be made. There can be no assurance, however, that future events will not require us to materially increase the amounts we anticipate paying for clean-up costs and damages at these sites, and that such increased amounts will not have a material adverse effect on our financial condition, results of operations or cash flows.
China Odor Matter
The Company has been notified by Chinese authorities of compliance issues pertaining to the emission of odors from several of its plants in China. The Company has been addressing these issues by making investments in additional odor-abatement equipment.
The Company’s Flavors facility in China was temporarily idled and another facility is currently operating at a reduced workload. The Company has been making and will continue to make additional odor-abatement investments across all of its China facilities while it continues to work with the various authorities in China. To meet production requirements, the Company has moved a portion of its Chinese Flavors production to other IFF and third party facilities. If the Company is required to close a plant, or operate one at significantly reduced production levels on a permanent basis, the Company may be required to record charges that could have a material impact on its consolidated financial results of operations, financial position and cash flows in future periods.
Other Contingencies
The Company has contingencies involving third parties (such as labor, contract, technology or product-related claims or litigation) as well as government-related items in various jurisdictions in which we operate pertaining to such items as value-added taxes, other indirect taxes, customs and duties and sales and use taxes. It is possible that cash flows or results of operations, in any period, could be materially affected by the unfavorable resolution of one or more of these contingencies.
The most significant government-related contingencies exist in Brazil. With regard to the Brazilian matters, we believe we have valid defenses for the underlying positions under dispute; however, in order to pursue these defenses, we are required to, and have provided, bank guarantees and pledged assets in the aggregate amount of $25.2 million. The Brazilian matters take an extended period of time to proceed through the judicial process and there are a limited number of rulings to date.
In March 2012, ZoomEssence, Inc. filed a complaint against the Company in the U.S. District Court of New Jersey alleging trade secret misappropriation, breach of contract and unjust enrichment in connection with certain spray dry technology disclosed to the Company. In connection with the claims, ZoomEssence is seeking an injunction and monetary damages. ZoomEssence initially sought a temporary restraining order and preliminary injunction, but the Court denied these applications in an order entered on September 27, 2013, finding that ZoomEssence had not demonstrated a likelihood of success on the merits of its claims. The Court subsequently referred the matter to mediation, however the private mediation session did not result in a resolution of the dispute. On November 3, 2014, ZoomEssence amended its complaint against the Company to include allegations of breach of the duty of good faith and fair dealing, fraud in the inducement, and misappropriation of confidential and proprietary information. On November 13, 2014, the Company filed a counterclaim against ZoomEssence alleging trade secret misappropriation, breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, misappropriation of confidential and proprietary information, common law unfair competition, tortious interference with contractual relations, and conversion. The case is currently proceeding through
16 | ||
discovery with a trial on the merits anticipated in mid-2016. The Company denies the allegations and will vigorously defend and pursue its position in Court. At this stage of the litigation, based on the information currently available to the Company, management does not believe that this matter represents a material loss contingency.
Based on the information available as of September 30, 2015, we estimate a range of reasonably possible loss related to the matters above, collectively, is $0-$31 million.
17 | ||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Company background
We create, manufacture and supply flavors and fragrances that are used in the food, beverage, personal care and household products industries either in the form of compounds or individual ingredients, including cosmetic active ingredients. Our flavors and fragrance compounds combine a large number of ingredients that are blended, mixed or reacted together to produce proprietary formulas created by our perfumers and flavorists.
Flavors are the key building blocks that impart taste in processed food and beverage products and, as such, play a significant role in determining consumer preference of the end products in which they are used. While we are a global leader, our flavors business is more regional in nature, with different formulas that reflect local tastes and ingredients. As a leading creator of flavors, we help our customers deliver on the promise of delicious and healthy foods and drinks that appeal to consumers. Our flavors compounds are ultimately used by our customers in four end-use categories: (1) Savory, (2) Beverages, (3) Sweet, pharmaceutical and oral care (“Sweet”), and (4) Dairy.
Our fragrances are a key component in the world’s finest perfumes and best-known consumer brands, including beauty care, fabric care, personal wash and home care products. Our Fragrances business consists of Fragrance Compounds and Fragrance Ingredients. Our Fragrance Compounds are defined into broad market categories, (1) Fine Fragrances and (2) Consumer Fragrances. Consumer Fragrances consists of five end-use categories: (1) Fabric Care, (2) Home Care, (3) Personal Wash, (4) Hair Care and (5) Toiletries. In addition, Fragrance Ingredients (which includes Lucas Meyer as of July 31, 2015), that are used internally and sold to third parties, including customers and competitors, for use in preparation of compounds, are included in the Fragrances business unit.
The flavors and fragrances market is part of a larger market which supplies a variety of ingredients and components that consumer products companies utilize in their products. The broader market includes large multinational companies or smaller regional and local participants which supply products such as seasonings, texturizers, spices, enzymes, certain food-related commodities, fortified products and cosmetic ingredients. In 2014, the flavors and fragrances market, in which we compete, was estimated to be at least $18 billion; however the exact size of the global market is not available due to fragmentation of data. We, together with the other top three companies, are estimated to comprise approximately two-thirds of the total estimated sales in the global flavors and fragrances sub-segment of the broader market.
Vision 2020
During the second quarter of 2015, the Company announced its Vision 2020 strategy, which focuses on building differentiation and accelerating profitable growth. The strategy has four pillars:
(1) Win Where We Compete - achieve a #1 or #2 market leadership position in key markets and categories, and with specific customers.
(2) Innovating Firsts - strengthen our position and drive differentiation in priority R&D platforms such as delivery systems, modulation, new molecules and naturals.
(3) Become Our Customers' Partner of Choice - attain commercial excellence by providing our customers with in-depth local consumer understanding, industry-leading innovation, outstanding service and the highest quality products.
(4) Strengthen and Expand the Portfolio - actively pursue value-creation through partnerships, collaborations, and acquisitions within flavors, fragrances and adjacencies.
Talent and Organization, Continuous Improvement, and Sustainability enable the successful execution of Vision 2020.
The Company also announced its long-term financial targets for 2016 to 2020. These include 4-6% currency neutral sales growth, 7-9% currency neutral operating profit growth, and 10% currency neutral EPS growth. In addition to these organic goals, the Company is also targeting $500 million to $1 billion of sales growth through acquisitions by 2020. Leveraging its strong cash flow generation and commitment to Vision 2020, the Company increased its targeted cash return to shareholders to 50-60% of adjusted net income.
2015 Progress
During the third quarter of 2015, we completed the acquisition of 100% of the outstanding shares of Lucas Meyer Cosmetics, a business of Unipex Group, ("Lucas Meyer") for approximately Euro 284 million ($312 million). (The total shares acquired include shares effectively acquired pursuant to put and call option agreements). This acquisition did not have a
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material impact on our Consolidated Statement of Comprehensive Income. The acquisition strengthened and expanded Fragrance Ingredients.
During the second quarter of 2015, we completed the acquisition of 100% of the outstanding shares of Henry H. Ottens Manufacturing Co., Inc. ("Ottens Flavors") for approximately $198.9 million. The acquisition did not have a material impact on our consolidated financial statements. The acquisition strengthened our position in the targeted North American market for Flavors.
Net sales during the third quarter of 2015 declined 1% on a reported basis but increased 7% on a currency neutral basis (which excludes the effects of changes in currency), with the effects of acquisitions contributing approximately 3% to both reported and currency neutral basis growth rates. The currency neutral growth of 4%, excluding acquisitions, reflects new win performance (net of losses) in Fragrance Compounds and Flavors and lower volume erosion on existing business, which was partially offset by declines in Fragrance Ingredients.
Exchange rate fluctuations had an 800 basis point (bps) unfavorable impact on net sales for the third quarter, driven mainly by the weakening of the Euro against the U.S. dollar. The effect of exchange rates can vary by business and region, depending upon the mix of sales by destination country as well as the relative percentage of local sales priced in U.S. dollars versus local currencies.
Gross margins increased year-over-year to 45.4% in the third quarter of 2015 from 44.0% in the 2014 period. Included in the third quarter of 2015 was $2.8 million of acquisition-related inventory "step-up" costs and costs associated with operational improvement initiatives, compared to $0.3 million of costs related to operational improvement initiatives included in the 2014 period. Excluding these items, gross margin increased 30 bps compared to the prior year period. The overall raw material cost base is essentially benign. We believe input costs will increase less than 1% in 2015 as higher prices on certain categories, such as naturals, will largely offset benefits associated with oil-based derivatives that are expected to occur later in 2015. We continue to seek improvements in our margins through operational performance, cost reduction efforts and mix enhancement.
FINANCIAL PERFORMANCE OVERVIEW
Sales
Reported sales in the third quarter of 2015 decreased approximately 1%. In currency neutral terms, sales increased 7%, reflecting new win performance in both Fragrance Compounds and Flavors, lower volume erosion on existing business and the effect of acquisitions (which added approximately 3% to both reported and currency neutral basis amounts). We continue to benefit from our diverse portfolio of end-use product categories and geographies and had growth in two of our four regions and currency neutral growth in both Consumer Fragrances and Flavors. Flavors realized currency neutral growth of 8% for the third quarter of 2015, including approximately half of the growth coming from acquisitions. Our Fragrance business achieved currency neutral growth of 6%, with approximately one-third of the growth coming from acquisitions. Fragrances growth principally reflects new win performance in our Consumer Fragrances end-use categories, led by sales in Fabric Care. Growth in Fragrance Ingredients was driven entirely by the inclusion of acquisitions. Overall, our third quarter 2015 results include 4% from developed markets and 3% from emerging markets which each represented 50% of currency neutral sales. From a geographic perspective, for the third quarter, North America (NOAM), Europe, Africa and the Middle East (EAME), Latin America (LA) and Greater Asia (GA) all delivered currency neutral growth in 2015, led by NOAM with 13%.
Operating profit
Operating profit increased $4.1 million to $156.7 million (20.5% of sales) in the 2015 third quarter compared to $152.6 million (19.7% of sales) in the comparable 2014 period. The three months ended September 30, 2015 included operational improvement initiative costs of $0.3 million and $6.8 million of acquisition related costs compared to $0.9 million of restructuring and operational improvement initiative costs in the prior year period. Excluding these charges, adjusted operating profit was $163.8 million (21.4% of sales) for the third quarter of 2015 compared to $153.5 million (19.8% of sales) for the third quarter of 2014. Foreign currency changes had an unfavorable impact on operating profit of approximately 3% in the third quarter of 2015.
Other expense (income), net
Other expense (income), net decreased $2.6 million to $2.0 million of expense in the third quarter of 2015 compared to $0.6 million of income in the third quarter of 2014. The year-over-year decrease is primarily driven by lower foreign exchange gains on working capital and lower mark-to-market adjustments on deferred compensation plan assets during 2015 compared to the 2014 period.
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Net income
Net income decreased by $1.0 million quarter-over-quarter to $106.4 million for the third quarter of 2015.
Cash flows
Cash flows from operations for the nine months ended September 30, 2015 were $294.7 million or 12.8% of sales, compared to cash inflow from operations of $317.5 million or 13.6% of sales for the nine months ended September 30, 2014. The decrease in cash flow from operations in 2015 reflects higher cash outflows from core working capital (trade receivables, inventories and accounts payable) and higher pension contributions in the 2015 period, which were only partially offset by higher net income and lower payments for incentive compensation.
Results of Operations
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) | 2015 | 2014 | Change | 2015 | 2014 | Change | |||||||||||||||
Net sales | $ | 765,092 | $ | 773,813 | (1 | )% | $ | 2,307,540 | $ | 2,332,451 | (1 | )% | |||||||||
Cost of goods sold | 417,966 | 433,702 | (4 | )% | 1,269,097 | 1,298,281 | (2 | )% | |||||||||||||
Gross profit | 347,126 | 340,111 | 1,038,443 | 1,034,170 | |||||||||||||||||
Research and development (R&D) expenses | 62,750 | 63,701 | (1 | )% | 188,725 | 191,635 | (2 | )% | |||||||||||||
Selling and administrative (S&A) expenses | 127,663 | 123,212 | 4 | % | 382,560 | 379,864 | 1 | % | |||||||||||||
Restructuring and other charges, net | — | 608 | (100 | )% | (170 | ) | 912 | (119 | )% | ||||||||||||
Operating profit | 156,713 | 152,590 | 467,328 | 461,759 | |||||||||||||||||
Interest expense | 11,855 | 10,968 | 8 | % | 34,357 | 34,048 | 1 | % | |||||||||||||
Other expense (income), net | 1,959 | (563 | ) | (448 | )% | (3,315 | ) | (3,761 | ) | (12 | )% | ||||||||||
Income before taxes | 142,899 | 142,185 | 436,286 | 431,472 | |||||||||||||||||
Taxes on income | 36,452 | 34,770 | 5 | % | 96,206 | 107,064 | (10 | )% | |||||||||||||
Net income | $ | 106,447 | $ | 107,415 | (1 | )% | $ | 340,080 | $ | 324,408 | 5 | % | |||||||||
Diluted EPS | $ | 1.31 | $ | 1.31 | — | % | $ | 4.18 | $ | 3.95 | 6 | % | |||||||||
Gross margin | 45.4 | % | 44.0 | % | 140 | 45.0 | % | 44.3 | % | 70 | |||||||||||
R&D as a percentage of sales | 8.2 | % | 8.2 | % | — | 8.2 | % | 8.2 | % | — | |||||||||||
S&A as a percentage of sales | 16.7 | % | 15.9 | % | 80 | 16.6 | % | 16.3 | % | 30 | |||||||||||
Operating margin | 20.5 | % | 19.7 | % | 80 | 20.3 | % | 19.8 | % | 50 | |||||||||||
Adjusted operating margin (1) | 21.4 | % | 19.8 | % | 160 | 20.9 | % | 20.1 | % | 80 | |||||||||||
Effective tax rate | 25.5 | % | 24.5 | % | 100 | 22.1 | % | 24.8 | % | (270 | ) | ||||||||||
Segment net sales | |||||||||||||||||||||
Flavors | $ | 359,103 | $ | 358,708 | 0 | % | $ | 1,108,689 | $ | 1,100,726 | 1 | % | |||||||||
Fragrances | 405,989 | 415,105 | (2 | )% | 1,198,851 | 1,231,725 | (3 | )% | |||||||||||||
Consolidated | $ | 765,092 | $ | 773,813 | $ | 2,307,540 | $ | 2,332,451 | |||||||||||||
(1) | Adjusted operating margin excludes operational improvement initiative costs of $0.3 million and acquisition and related costs of $6.8 million for the three months ended September 30, 2015 and excludes $0.9 million of restructuring and operational improvement initiative costs for the three months ended September 30, 2014. For the nine months ended September 30, 2015, adjusted operating margin excludes the benefit from Restructuring and other charges, net of $0.2 million, operational improvement initiative costs of $0.8 million and acquisition related costs of $13.9 million compared to the exclusion of $6.9 million of Restructuring and other charges, net and operational improvement initiative costs during the comparable 2014 period. |
Cost of goods sold includes the cost of materials and manufacturing expenses. R&D expenses relate to the development of new and improved products, technical product support and compliance with governmental regulations. S&A expenses
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include expenses necessary to support our commercial activities and administrative expenses supporting our overall operating activities.
THIRD QUARTER 2015 IN COMPARISON TO THIRD QUARTER 2014
Sales
Sales for the third quarter of 2015 totaled $765.1 million, a decrease of 1% from the prior year quarter. Excluding the impact of foreign currency, currency neutral sales increased 7%, as a result of new win performance in both Fragrance Compounds and Flavors, lower volume erosion on existing business and the effect of acquisitions. On both a reported and currency neutral basis, the effect of acquisitions was approximately 3% to net sales amounts. Overall organic currency neutral growth includes 4% from developed markets and 3% from emerging markets.
Flavors Business Unit
Flavors reported sales were essentially flat with the prior year period while currency neutral sales growth was 8% during the third quarter of 2015 compared to the 2014 period. Acquisitions accounted for approximately 4.5% of the growth in both reported and currency neutral basis amounts. In addition, the overall performance reflects lower volume erosion on existing business and new win performance. The currency neutral increase was due to mid to high single-digit growth in Beverage and Dairy. The Flavors business delivered currency neutral growth in NOAM, EAME and LA, led by LA. Sales in LA were driven by double-digit gains in Beverage and Savory. Sales in EAME were driven by high single-digit gains in Beverage. NOAM sales were led by double-digit gains in Dairy and mid single-digit gains in Beverage.
Fragrances Business Unit
The Fragrances business experienced a decline of 2% in reported sales and a 6% increase in currency neutral sales for the third quarter of 2015 compared to the third quarter of 2014. Acquisitions accounted for approximately one-third of the growth in both reported and currency neutral basis amounts. The overall currency neutral increase was primarily driven by double-digit gains in our Fabric Care category and mid to high single-digit gains in our Hair Care, Home Care and Personal Wash categories in addition to mid single-digit growth in Fragrance Ingredients, which included the acquisition of Lucas Meyer. Our Fragrance Compounds and Fragrance Ingredients, which includes Lucas Meyer, both saw currency neutral sales growth of 6% over the prior year period. Excluding the effects of acquisitions, Fragrance Ingredients sales declined mid single-digits on a currency neutral basis.
Sales Performance by Region and Category
% Change in Sales-Third Quarter 2015 vs. Third Quarter 2014 | ||||||||||||||||||
Fine Fragrances | Consumer Fragrances | Ingredients | Total Frag. | Flavors | Total | |||||||||||||
NOAM | Reported | 4 | % | 8 | % | 4 | % | 6 | % | 19 | % | 13 | % | |||||
EAME | Reported | -11 | % | -12 | % | -9 | % | -11 | % | -12 | % | -11 | % | |||||
Currency Neutral (1) | 5 | % | 5 | % | 6 | % | 5 | % | 4 | % | 5 | % | ||||||
LA | Reported | -13 | % | 9 | % | -5 | % | 2 | % | 9 | % | 4 | % | |||||
Currency Neutral (1) | -8 | % | 13 | % | 9 | % | 7 | % | 20 | % | 11 | % | ||||||
GA | Reported | -23 | % | 2 | % | 6 | % | 2 | % | -6 | % | -3 | % | |||||
Currency Neutral (1) | -22 | % | 5 | % | 7 | % | 4 | % | 0 | % | 2 | % | ||||||
Total | Reported | -9 | % | 0 | % | -3 | % | -2 | % | 0 | % | -1 | % | |||||
Currency Neutral (1) | 1 | % | 7 | % | 6 | % | 6 | % | 8 | % | 7 | % | ||||||
(1) | Currency neutral sales growth is calculated by translating prior year sales at the exchange rates for the corresponding 2015 period. |
• | NOAM Flavors sales increased 19%, which included the impact of acquisitions, and high double-digit growth in Dairy. NOAM Fragrance sales increased 6% in the third quarter of 2015, principally due to double-digit gains in Home Care and Hair Care as well as high single-digit gains in Fabric Care and Personal Wash and low single-digit gains in Fine Fragrances and Fragrance Ingredients, which included the impact of acquisitions. |
• | EAME Flavors currency neutral sales growth of 4% was led by high single-digit growth in Beverage. EAME Fragrance currency neutral sales increased 5% overall, driven mainly by double-digit growth in Fabric Care and mid |
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single-digit growth in Fine Fragrance and Fragrance Ingredients, which included the impact of acquisitions, that more than offset low single-digit declines in Toiletries and Hair Care.
• | LA Flavors currency neutral sales were up 20% driven by double-digit gains in the Savory and Beverage categories as well as high single-digit growth in Sweet. LA Fragrances currency neutral sales increased 7% overall, principally led by double-digit gains in Hair Care, Fabric Care and Toiletries, as well as high single-digit gains in Fragrance Ingredients, which more than offset high single-digit declines in Fine Fragrances. |
• | GA Flavors currency neutral sales remained consistent with the prior year period. GA Fragrances currency neutral sales growth of 4% was principally driven by double-digit gains in Fabric Care and high single-digit gains in Personal Wash, with mid single-digit gains in Fragrance Ingredients, which included the impact of acquisitions, that more than offset double-digit declines in Fine Fragrances. |
Cost of Goods Sold
Cost of goods sold, as a percentage of sales, decreased 140 bps to 54.6% in the third quarter of 2015 compared to 56.0% in the third quarter of 2014. Included in cost of goods sold was $2.8 million of charges related principally to acquisition-related inventory "step-up" costs as well as operational improvement initiative costs in 2015 compared to $0.3 million of restructuring and operational improvement initiative related costs in 2014.
Research and Development (R&D) Expenses
Overall R&D expenses, as a percentage of sales, was essentially flat compared to the prior year period at 8.2% in the third quarter of 2015 versus 8.2% in the third quarter of 2014.
Selling and Administrative (S&A) Expenses
S&A expenses increased $4.5 million to $127.7 million or 16.7%, as a percentage of sales, in the third quarter of 2015 compared to 15.9% in the third quarter of 2014. The $4.5 million increase is principally due to spending to support the future growth of the Company, including acquisition related expenses, partially offset by the impact of currency and lower incentive compensation expense.
Operating Results by Business Unit
We evaluate the performance of business units based on segment profit which is defined as operating profit before Restructuring and other charges, net, Global expenses (as discussed in Note 9 to the Consolidated Financial Statements) and certain non-recurring items, net, Interest expense, Other (expense) income, net and Taxes on income. See Note 9 to the Consolidated Financial Statements for the reconciliation to Income before taxes.
Three Months Ended September 30, | |||||||
(DOLLARS IN THOUSANDS) | 2015 | 2014 | |||||
Segment profit: | |||||||
Flavors | $ | 79,803 | $ | 79,747 | |||
Fragrances | 90,893 | 86,615 | |||||
Global expenses | (6,874 | ) | (12,882 | ) | |||
Restructuring and other charges, net | — | (608 | ) | ||||
Acquisition and related costs | (6,830 | ) | — | ||||
Operational improvement initiative costs | (279 | ) | (282 | ) | |||
Operating profit | $ | 156,713 | $ | 152,590 | |||
Profit margin | |||||||
Flavors | 22.2 | % | 22.2 | % | |||
Fragrances | 22.4 | % | 20.9 | % | |||
Consolidated | 20.5 | % | 19.7 | % | |||
Flavors Segment Profit
Flavors segment profit remained consistent at $79.8 million in the third quarter of 2015, or 22.2% as a percentage of sales, with $79.7 million, or 22.2% as a percentage of sales, in the comparable 2014 period. Solid growth and the addition of Ottens Flavors along with productivity initiatives and sales mix were offset by unfavorable currency impacts and incremental operating costs associated with the China Flavors facility.
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Fragrances Segment Profit
Fragrances segment profit increased approximately 5% to $90.9 million in the third quarter of 2015, or 22.4% as a percentage of sales, compared to $86.6 million, or 20.9% as a percentage of sales, in the comparable 2014 period. The increase in segment profit and profit margin was primarily due to strong growth in Consumer Fragrances, ongoing cost savings initiatives, lower incentive compensation expense and a slight impact from the addition of Lucas Meyer.
Global Expenses
Global expenses represent corporate and headquarters-related expenses which include legal, finance, human resources and R&D and other administrative expenses that are not allocated to an individual business unit. In the third quarter of 2015, Global expenses were $6.9 million compared to $12.9 million during the third quarter of 2014. The decrease was principally driven by the favorable impact of our cash flow hedging program and lower incentive compensation expense.
Interest Expense
Interest expense increased $0.9 million to $11.9 million in the third quarter of 2015 compared to $11.0 million in the 2014 period. Average cost of debt was 4.3% for the 2015 three month period compared to 4.7% for the 2014 three month period.
Other Expense (Income), Net
Other expense (income), net decreased by approximately $2.6 million to $2.0 million of expense in the third quarter of 2015 versus $0.6 million of income in the comparable 2014 period. The year-over-year decrease was primarily driven by lower foreign exchange gains and lower amounts of income related to lower mark-to-market adjustments on deferred compensation plan assets during 2015 compared to the 2014 period.
Income Taxes
The effective tax rate for the three months ended September 30, 2015 was 25.5% compared with 24.5% for the three months ended September 30, 2014. Excluding the impact of items affecting comparability in the current quarter, the third quarter 2015 adjusted effective tax rate was 24.9%, or 40 bps higher than the third quarter 2014 adjusted effective tax rate of 24.5%, largely due to mix of earnings partially offset by lower loss provisions and lower expected repatriation costs in 2015.
FIRST NINE MONTHS OF 2015 IN COMPARISON TO FIRST NINE MONTHS OF 2014
Sales
Sales for the first nine months of 2015 totaled $2.3 billion, a decrease of 1% from the prior year period. Excluding the impact of foreign currency, currency neutral sales increased 6%. Acquisitions accounted for approximately one-third and one-sixth of the growth in reported and currency neutral net sales amounts, respectively. The overall increase on a currency neutral basis of 6% was primarily due to new win performance in both Flavors and Fragrance Compounds and lower volume erosion on existing business. Overall currency neutral growth was driven by 6% growth in emerging markets.
Flavors Business Unit
Flavors reported sales growth was 1%, and currency neutral sales growth was 8% during the first nine months of 2015 compared to the 2014 period. Acquisitions accounted for less than half of the net sales growth on a currency neutral basis. The overall currency neutral increase of 8% primarily reflects new wins and volume growth. The increase was due to high single-digit growth in Beverage and Dairy as well as low single-digit growth in Savory. The Flavors business delivered currency neutral growth in all regions, led by LA. Sales in LA were driven by double-digit gains in Beverage and Savory categories. Sales in EAME were led by mid to high single-digit growth in Savory and Beverage. GA sales were led by mid single-digit gains in Savory and Beverage and sales in NOAM were led by double-digit gains in Dairy and mid single-digit gains in Sweet.
Fragrances Business Unit
The Fragrances business experienced a decline of 3% in reported sales but a 5% increase in currency neutral sales for the first nine months of 2015 compared to the 2014 period. Acquisitions accounted for approximately one-fifth of the growth in net sales on a currency neutral basis. The overall increase on a currency neutral basis was primarily driven by double-digit gains in our Fabric Care and Home Care categories and high single-digit gains in Hair Care, which more than offset low single-digit declines in Toiletries. Our Fragrance Compounds saw currency neutral sales growth of 6%, while Fragrance Ingredients, which included the impact of acquisitions, remained consistent with the prior year period. Excluding the effects of acquisitions, Fragrance Ingredients sales declined low to mid single-digits on a currency neutral basis.
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Sales Performance by Region and Category
% Change in Sales-First Nine Months 2015 vs. First Nine Months 2014 | ||||||||||||||||||
Fine Fragrances | Consumer Fragrances | Ingredients | Total Frag. | Flavors | Total | |||||||||||||
NOAM | Reported | -5 | % | 4 | % | -11 | % | -2 | % | 11 | % | 5 | % | |||||
EAME | Reported | -10 | % | -7 | % | -9 | % | -8 | % | -9 | % | -9 | % | |||||
Currency Neutral (1) | 7 | % | 10 | % | 2 | % | 7 | % | 6 | % | 7 | % | ||||||
LA | Reported | -11 | % | 12 | % | -1 | % | 5 | % | 10 | % | 7 | % | |||||
Currency Neutral (1) | -7 | % | 15 | % | 2 | % | 8 | % | 18 | % | 11 | % | ||||||
GA | Reported | 2 | % | 0 | % | 1 | % | 0 | % | -1 | % | -1 | % | |||||
Currency Neutral (1) | 3 | % | 2 | % | 7 | % | 3 | % | 3 | % | 3 | % | ||||||
Total | Reported | -9 | % | 1 | % | -7 | % | -3 | % | 1 | % | -1 | % | |||||
Currency Neutral (1) | 0 | % | 8 | % | 0 | % | 5 | % | 8 | % | 6 | % | ||||||
(1) | Currency neutral sales growth is calculated by translating prior year sales at the exchange rates for the corresponding 2015 period. |
• | NOAM Flavors sales increased 11%, which included the impact of acquisitions, and had double-digit gains in Dairy and low to mid single-digit gains in Beverage and Sweet. NOAM Fragrance sales decreased 2% in the first nine months of 2015, principally due to double-digit declines in Fragrance Ingredients and Toiletries and mid single-digit declines in Fine Fragrances, that were only partially offset by double-digit growth in Fabric Care and high single-digit growth in Home Care categories. |
• | EAME Flavors currency neutral sales growth of 6% was led by high single-digit growth in Beverage and mid single-digit growth in Savory. EAME Fragrance currency neutral sales increased 7% overall, driven mainly by double-digit growth in Fabric Care and Home Care categories as well as mid single-digit gains in Fine Fragrance and low single-digit gains in Fragrance Ingredients, which included the impact of acquisitions. |
• | LA Flavors currency neutral sales were up 18% driven by double-digit gains in the Beverage and Savory and high single-digit growth in Sweet. LA Fragrances currency neutral sales increased 8% overall, principally led by double-digit gains in Fabric Care, Home Care and Hair Care as well as low single-digit gains in Fragrance Ingredients, which more than offset high single-digit declines in Fine Fragrances and mid single-digit declines in Toiletries. |
• | GA Flavors had currency neutral sales growth of 3% principally from low to mid single-digit gains in Beverage and Savory. GA Fragrances had currency neutral sales growth of 3%, principally driven by high single-digit growth in Fragrance Ingredients, which included the impact of acquisitions, as well as mid single-digit growth in Toiletries and Fine Fragrances and low single-digit growth in Fabric Care and Hair Care. |
Cost of Goods Sold
Cost of goods sold, as a percentage of sales, decreased 70 bps to 55.0% in the first nine months of 2015 compared to 55.7% in the 2014 period. Included in cost of goods sold was $4.1 million of charges related to operational improvement initiative costs and acquisition-related inventory "step-up" costs in 2015 compared to $6.0 million of restructuring and operational improvement initiative costs in 2014.
Research and Development (R&D) Expenses
Overall R&D expenses, as a percentage of sales, remained essentially flat with the prior year period at 8.2% for the first nine months of 2015 compared to 8.2% in the 2014 period.
Selling and Administrative (S&A) Expenses
S&A expenses increased slightly to $382.6 million or 16.6%, as a percentage of sales, in the first nine months of 2015 compared to 16.3% in the 2014 period. The increase in S&A expenses was due to acquisition-related expenses which were partially offset by lower incentive compensation expense.
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Operating Results by Business Unit
We evaluate the performance of business units based on segment profit which is defined as operating profit before Restructuring and other charges, net, Global expenses (as discussed in Note 9 to the Consolidated Financial Statements) and certain non-recurring items, net, Interest expense, Other (expense) income, net and Taxes on income. See Note 9 to the Consolidated Financial Statements for the reconciliation to Income before taxes.
Nine Months Ended September 30, 2015 | |||||||
(DOLLARS IN THOUSANDS) | 2015 | 2014 | |||||
Segment profit: | |||||||
Flavors | $ | 256,546 | $ | 258,614 | |||
Fragrances | 252,416 | 259,253 | |||||
Global expenses | (27,067 | ) | (49,182 | ) | |||
Restructuring and other charges, net | 170 | (912 | ) | ||||
Acquisition and related costs | (13,896 | ) | — | ||||
Operational improvement initiative costs | (841 | ) | (6,014 | ) | |||
Operating profit | $ | 467,328 | $ | 461,759 | |||
Profit margin | |||||||
Flavors | 23.1 | % | 23.5 | % | |||
Fragrances | 21.1 | % | 21.0 | % | |||
Consolidated | 20.3 | % | 19.8 | % | |||
Flavors Segment Profit
Flavors segment profit decreased approximately 1% to $256.5 million in the first nine months of 2015, or 23.1% as a percentage of sales, compared to $258.6 million, or 23.5% as a percentage of sales, in the comparable 2014 period. The decrease in segment profit and profit margin was driven primarily by unfavorable foreign currency impacts, lower incentive compensation in the prior year, scale up costs of new sites in Turkey and Indonesia and other one-off costs, including incremental operating costs associated with the China Flavors facility. These costs were only partially offset by net wins, productivity initiatives and sales mix. The acquisition of Ottens Flavors did not significantly impact Flavors segment profit for the 2015 period.
Fragrances Segment Profit
Fragrances segment profit declined approximately 3% to $252.4 million in the first nine months of 2015, or 21.1% as a percentage of sales, compared to $259.3 million, or 21.0% as a percentage of sales, in the comparable 2014 period. The decline in segment profit was primarily due to unfavorable foreign currency impacts, which were partially offset by favorable volume growth. The acquisition of Lucas Meyer did not significantly impact Fragrances segment profit for the 2015 period.
Global Expenses
Global expenses represent corporate and headquarters-related expenses which include legal, finance, human resources and R&D and other administrative expenses that are not allocated to an individual business unit. In the first nine months of 2015, Global expenses were $27.1 million compared to $49.2 million during the 2014 period. The decrease was principally driven by the favorable impact of our cash flow hedging program and lower incentive compensation expense.
Restructuring and Other Charges, Net
In 2014, the Company closed its fragrance ingredients manufacturing facility in Augusta, Georgia and consolidated production into other Company facilities. During the nine months ended September 30, 2015, the Company recorded a net credit of $0.2 million consisting of additional plant shutdown and other related costs of $0.2 million, net of a reversal of severance accruals of $0.4 million.
Interest Expense
Interest expense increased $0.4 million to $34.4 million in the first nine months of 2015 compared to the 2014 period. Average cost of debt was 4.6% for the 2015 nine month period compared to 4.9% for the 2014 nine month period.
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Other Expense (Income), Net
Other expense (income), net decreased by approximately $0.5 million to $3.3 million of income in the first nine months of 2015 versus $3.8 million of income in the comparable 2014 period. The year-over-year decrease is primarily driven by lower foreign exchange gains and lower amounts of income related to lower mark-to-market adjustments on deferred compensation plan assets during 2015 compared to the 2014 period.
Income Taxes
The effective tax rate for the nine months ended September 30, 2015 was 22.1% compared with 24.8% for the nine months ended September 30, 2014, primarily due to a benefit of $10.5 million recorded in the first quarter of 2015 as a result of favorable tax rulings in Spain and another jurisdiction for which reserves were previously recorded. Excluding the impact of items affecting comparability in the current period, the 2015 period adjusted effective tax rate was 24.1%, or 90 basis points lower than the 2014 period adjusted effective tax rate of 25.0%. The year-over-year decrease is largely due to lower loss provisions and lower expected repatriation costs in 2015.
Liquidity and Capital Resources
CASH AND CASH EQUIVALENTS
We had cash and cash equivalents of $272.3 million at September 30, 2015 compared to $478.6 million at December 31, 2014, of which $204.9 million of the balance at September 30, 2015 was held outside the United States. Cash balances held in foreign jurisdictions are, in most circumstances, available to be repatriated to the United States; however, they would be subject to United States federal income taxes, less applicable foreign tax credits. We have not provided U.S. income tax expense on accumulated earnings of our foreign subsidiaries because we have the ability and plan to reinvest the undistributed earnings indefinitely.
Effective utilization of the cash generated by our international operations is a critical component of our tax strategy. Strategic dividend repatriation from foreign subsidiaries creates U.S. taxable income, which enables us to realize deferred tax assets. The Company regularly repatriates, in the form of dividends from its non-U.S. subsidiaries, a portion of its current year earnings to fund financial obligations in the U.S.
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by operating activities in the first nine months of 2015 were $294.7 million compared to $317.5 million in the first nine months of 2014. The decrease in operating cash flows for the first nine months of 2015 compared to 2014 is principally driven by higher cash outflows from core working capital and higher pension contributions in the 2015 period, which were only partially offset by higher net income and lower payments for incentive compensation.
Working capital (current assets less current liabilities) totaled $951.4 million at September 30, 2015, compared to $1,191.2 million at December 31, 2014. The Company sold certain accounts receivable on a non-recourse basis to unrelated financial institutions under “factoring” agreements that are sponsored, solely and individually, by certain customers. We believe that participating in the factoring programs strengthens our relationships with these customers and provides operational efficiencies. The beneficial impact on cash from operations from participating in these programs increased approximately $0.2 million for the nine months ended September 30, 2015 compared to an increase of approximately $19.4 million for the nine months ended September 30, 2014. The cost of participating in these programs was immaterial to our results in all periods.
CASH FLOWS USED IN INVESTING ACTIVITIES
Net investing activities during the first nine months of 2015 used $546.1 million compared to $180.5 million in the prior year period. The increase in cash paid for investing activities is primarily driven by the acquisitions of Ottens Flavors and Lucas Meyer during 2015. The Company acquired 100% of the outstanding shares of Ottens Flavors and Lucas Meyer for approximately $188.5 million (net of cash acquired) and $305.0 million (net of cash acquired), respectively.
Additions to property, plant and equipment were $66.6 million during the first nine months of 2015 compared to $97.8 million in the first nine months of 2014. We expect additions to property, plant and equipment to approach 4-5% of our sales in 2015.
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
Net financing activities in the first nine months of 2015 provided $66.9 million of cash inflows compared to a use of $128.1 million in the first nine months of 2014. The increase in cash provided by financing activities principally reflects the net
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drawdown on the credit facility of $250 million during 2015 as compared to the 2014 period, which was only partially offset by higher treasury stock purchases and higher dividend payments during 2015 as compared to 2014.
At September 30, 2015, we had $1,191.0 million of debt outstanding compared to $942.3 million outstanding at December 31, 2014.
We paid dividends totaling $113.9 million in the 2015 period. We declared a cash dividend per share of $0.56 in the third quarter of 2015 that was paid on October 6, 2015 to all shareholders of record as of September 25, 2015.
In December 2012, the Board of Directors authorized a $250 million share repurchase program, which commenced in the first quarter of 2013. In August 2015, the Board of Directors approved an additional $250 million share repurchase authorization and extension through December 31, 2017. Based on the total remaining amount of $277.7 million available under the amended repurchase program, approximately 2.6 million shares, or 3.2% of shares outstanding (based on the market price and shares outstanding as of September 30, 2015) could be repurchased under the program as of September 30, 2015. The purchases will be made from time to time on the open market or through private transactions as market and business conditions warrant. Repurchased shares will be placed into treasury stock. During the three months ended September 30, 2015, we repurchased 380,828 shares on the open market at an aggregate cost of $42.4 million or an average of $111.40 per share. During the nine months ended September 30, 2015, we repurchased 726,115 shares on the open market at an aggregate cost of $81.2 million or an average of $111.88 per share. We expect total purchases during 2015 to be in line with or moderately higher than total purchases made during 2014. The ultimate level of purchases will be a function of the daily purchase limits established in the pre-approved program according to the share price at that time.
CAPITAL RESOURCES
Operating cash flow provides the primary source of funds for capital investment needs, dividends paid to shareholders and debt repayments. We anticipate that cash flows from operations and availability under our existing credit facilities are sufficient to meet our investing and financing needs for at least the next eighteen months. We regularly assess our capital structure, including both current and long-term debt instruments, as compared to our cash generation and investment needs in order to provide ample flexibility and to optimize our leverage ratios. We believe our existing cash balances are sufficient to meet our debt service requirements.
We supplement short-term liquidity with access to capital markets, mainly through bank credit facilities and issuance of commercial paper. We did not issue commercial paper during the first nine months of 2015 or 2014.
We expect to contribute a total of approximately $30 million to our non-U.S. pension plans during 2015. During the nine months ended September 30, 2015, $35.0 million of contributions were made to our qualified U.S. pension plans. For the nine months ended September 30, 2015, we have contributed $26.1 million related to our non-U.S. pension plans and $3.2 million related to our non-qualified U.S. pension plans.
During the third quarter of 2015, we acquired Lucas Meyer for approximately $305.0 million (net of cash acquired), which was funded from existing resources.
During the second quarter of 2015, we acquired Ottens Flavors for approximately $188.5 million (net of cash acquired), which was funded from existing resources.
Under our revolving credit facility, we are required to maintain, at the end of each fiscal quarter, a ratio of net debt for borrowed money to adjusted EBITDA in respect of the previous 12-month period of not more than 3.25 to 1. Based on this ratio, at September 30, 2015 our covenant compliance provided overall borrowing capacity of $1,380 million.
As of September 30, 2015 we had $248 million of borrowings under our revolving credit facility. The amount which we are able to draw down on under the facility is limited by financial covenants as described in more detail below. Our draw down capacity on the facility was $692.8 million at September 30, 2015.
At September 30, 2015, we were in compliance with all financial and other covenants, including the net debt to adjusted EBITDA ratio. At September 30, 2015 our Net Debt/adjusted EBITDA (1) ratio, as defined by the debt agreements, was 1.3 to 1, well below the financial covenants of existing outstanding debt. Failure to comply with the financial and other covenants under our debt agreements would constitute default and would allow the lenders to accelerate the maturity of all indebtedness under the related agreement. If such acceleration were to occur, we would not have sufficient liquidity available to repay the indebtedness. We would likely have to seek amendments under the agreements for relief from the financial covenants or repay the debt with proceeds from the issuance of new debt or equity, and/or asset sales, if necessary. We may be unable to amend the agreements or raise sufficient capital to repay such obligations in the event the maturities are accelerated.
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(1) | Adjusted EBITDA and Net Debt, which are non-GAAP measures used for these covenants, are calculated in accordance with the definition in the debt agreements. In this context, these measures are used solely to provide information on the extent to which we are in compliance with debt covenants and may not be comparable to adjusted EBITDA and Net Debt used by other companies. Reconciliations of adjusted EBITDA to net income and net debt to total debt are as follows: |
Twelve Months Ended September 30, | |||||||
(DOLLARS IN MILLIONS) | 2015 | 2014 | |||||
Net income | $ | 430.2 | $ | 385.9 | |||
Interest expense | 46.4 | 45.2 | |||||
Income taxes | 123.6 | 128.7 | |||||
Depreciation and amortization | 86.0 | 90.7 | |||||
Specified items (1) | 0.2 | 1.0 | |||||
Non-cash items (2) | 19.7 | 23.4 | |||||
Adjusted EBITDA | $ | 706.1 | $ | 674.9 | |||
(1) | Specified items for the 12 months ended September 30, 2015 of $0.2 million consist of restructuring charges. |
(2) | Non-cash items represent all other adjustments to reconcile net income to net cash provided by operations as presented on the Statement of Cash Flows, including gain on disposal of assets, stock-based compensation and pension settlement/curtailment. |
September 30, | |||||||
(DOLLARS IN MILLIONS) | 2015 | 2014 | |||||
Total debt | $ | 1,191.0 | $ | 943.2 | |||
Adjustments: | |||||||
Deferred gain on interest rate swaps | (3.7 | ) | (5.7 | ) | |||
Cash and cash equivalents | (272.3 | ) | (404.8 | ) | |||
Net debt | $ | 915.0 | $ | 532.7 | |||
As discussed in Note 13 to the Consolidated Financial Statements, at September 30, 2015, we had entered into various guarantees and had undrawn outstanding letters of credit from financial institutions. These arrangements reflect ongoing business operations, including commercial commitments, and governmental requirements associated with audits or litigation that are in process with various jurisdictions. Based on the current facts and circumstances they are not reasonably likely to have a material impact on our consolidated financial condition, results of operations, or cash flows.
CONTINGENCIES
China Odor Matter
The Company has been notified by Chinese authorities of compliance issues pertaining to the emission of odors from several of its plants in China. The Company has been addressing these issues by making investments in additional odor-abatement equipment.
The Company’s Flavors facility in China was temporarily idled and another facility is currently operating at a reduced workload. The Company has been making and will continue to make additional odor-abatement investments across all of its China facilities while it continues to work with the various authorities in China. To meet production requirements, the Company has moved a portion of its Chinese Flavors production to other IFF and third party facilities. If the Company is required to close a plant, or operate one at significantly reduced production levels on a permanent basis, the Company may be required to record charges that could have a material impact on its consolidated financial results of operations, financial position and cash flows in future periods.
Cautionary Statement Under the Private Securities Litigation Reform Act of 1995
This Quarterly Report includes “forward-looking statements” under the Federal Private Securities Litigation Reform Act of 1995, including statements regarding our expectations concerning (i) our Vision 2020 strategy and its impact on our ability to meet long-term financial growth targets in 2015 and in 2016 to 2020, (ii) our long-term financial targets, (iii) our competitive position in the market and financial performance in 2015, (iv) expected cost pressures in 2015, (v) capital spending in 2015, (vi) cash flows to fund future operations and to meet debt service requirements, (vii) expected share repurchases and expected payout ratio in 2015 and (viii) our plans and intentions to indefinitely reinvest undistributed foreign earnings in our foreign
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subsidiaries to fund local operations and/or capital projects. These forward-looking statements should be evaluated with consideration given to the many risks and uncertainties inherent in our business that could cause actual results and events to differ materially from those in the forward-looking statements. Certain of such forward-looking information may be identified by such terms as “will,” “expect,” “anticipate,” “believe,” “outlook,” “may,” “estimate,” “should,” “intend,” “plan” and “predict” similar terms or variations thereof. Such forward-looking statements are based on a series of expectations, assumptions, estimates and projections about the Company, are not guarantees of future results or performance, and involve significant risks, uncertainties and other factors, including assumptions and projections, for all forward periods. Our actual results may differ materially from any future results expressed or implied by such forward-looking statements. Such factors include, among others, the following:
• | volatility and increases in the price of raw materials, energy and transportation; |
• | the economic, regulatory and political risks associated with our international operations including currency transfer restrictions imposed by foreign governments and regulations and interpretations regarding government support; |
• | our ability to benefit from our investments and expansion in emerging markets; |
• | our ability to successfully reinvest undistributed foreign earnings in our foreign subsidiaries to fund local operations and/or capital projects; |
• | fluctuations in the quality and availability of raw materials; |
• | our ability to successfully execute acquisitions, collaborations and joint ventures; |
• | our ability to manage unanticipated costs and other adverse financial impact in connection with our acquisitions, collaborations and joint ventures; |
• | changes in consumer preferences and demand for our products or decline in consumer confidence and spending; |
• | our ability to implement our business strategy, including the achievement of anticipated cost savings, profitability, realization of price increases and growth targets; |
• | our ability to implement our Vision 2020 strategy, including building differentiation and accelerating profitable growth to achieve long-term financial targets in 2015 and in 2016 to 2020; |
• | our ability to successfully develop new and competitive products that appeal to our customers and consumers; |
• | the impact of a disruption in our supply chain or our relationship with our suppliers; |
• | our ability to successfully manage inventory and working capital; |
• | the effects of any unanticipated costs and construction or start-up delays in the expansion of any of our facilities; |
• | the impact of currency fluctuations or devaluations in our principal foreign markets; |
• | any adverse impact on the availability, effectiveness and cost of our hedging and risk management strategies; |
• | uncertainties regarding the outcome of, or funding requirements, related to litigation or settlement of pending litigation, uncertain tax positions or other contingencies; |
• | the impact of possible pension funding obligations and increased pension expense, particularly as a result of changes in asset returns or discount rates, on our cash flow and results of operations; |
• | our ability to optimize our manufacturing facilities, including the achievement of expected cost savings and increased efficiencies; |
• | the effect of legal and regulatory proceedings, as well as restrictions imposed on us, our operations or our representatives by U.S. and foreign governments; |
• | adverse changes in federal, state, local and foreign tax legislation or adverse results of tax audits, assessments, or disputes; |
• | our ability to attract and retain talented employees; |
• | the direct and indirect costs and other financial impact that may result from any business disruptions due to political instability, armed hostilities, incidents of terrorism, natural disasters, or the responses to or repercussion from any of these or similar events or conditions; |
• | our ability to quickly and effectively implement our disaster recovery and crisis management plans; and |
• | adverse changes due to accounting rules or regulations. |
New risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risks on our business. Accordingly, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Any public statements or disclosures by the Company following this report that modify or impact any of the forward-looking statements contained in or accompanying this report will be deemed to modify or supersede such outlook or other forward-looking statements in or accompanying this report.
The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. In addition, you should consult other disclosures made by the Company (such as in our other filings with the SEC or in company press releases) for other factors that may cause actual results to differ materially from those projected by the
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Company. Please refer to Part I. Item 1A., Risk Factors, of the 2014 Form 10-K for additional information regarding factors that could affect our results of operations, financial condition and cash flow.
Non-GAAP Financial Measures
The Company uses non-GAAP financial operating measures in this Quarterly Report, including: (i) currency neutral sales (which eliminates the effects that result from translating its international sales in U.S. dollars), (ii) adjusted operating profit and adjusted operating margin (which excludes the acquisition related costs, operational improvement initiative costs, restructuring charges and tax settlements), and (iii) adjusted effective tax rate (which excludes acquisition related costs, operational improvement initiative costs, restructuring charges and tax settlements). The Company also provides the non-GAAP measures adjusted EBITDA (which excludes certain specified items and non-cash items as set forth in the Company’s debt agreements) and net debt (which is adjusted for deferred gain on interest rate swaps and cash and cash equivalents) solely for the purpose of providing information on the extent to which the Company is in compliance with debt covenants contained in its debt agreements.
We have 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. In discussing our historical and expected future results and financial condition, we believe it is meaningful for investors to be made aware of and to be assisted in a better understanding of, on a period-to-period comparable basis, financial amounts both including and excluding these identified items, as well as the impact of exchange rate fluctuations. We believe such additional non-GAAP information provides investors with an overall perspective of the period-to-period performance of our business. In addition, management internally reviews each of these non-GAAP measures to evaluate performance on a comparative period-to-period basis in terms of absolute performance, trends and expected future performance with respect to our business. A material limitation of these non-GAAP measures is that such measures do not reflect actual GAAP amounts. We compensate for such limitations by using these measures as one of several metrics, including GAAP measures. These non-GAAP measures may not be comparable to similarly titled measures used by other companies.
A. Foreign Currency Reconciliation
Three Months Ended September 30, 2015 | Nine Months Ended September 30, 2015 | ||
Operating Profit | Operating Profit | ||
% Change - Reported (GAAP) | 3% | 1% | |
Items impacting comparability (1) | 4% | 2% | |
% Change - Adjusted (Non-GAAP) | 7% | 3% | |
Currency Impact | 3% | 6% | |
% Change Year-over-Year - Currency Neutral Adjusted (Non-GAAP)** | 10% | 9% | |
_______________________
(1) Includes items impacting comparability of $7.1 million and $14.6 million for the three and nine months ended September 30, 2015, respectively, and includes $0.9 million and $6.9 million of items impacting comparability for the three and nine months ended September 30, 2014, respectively.
** Currency neutral amount is calculated by translating prior year amounts at the exchange rates used for the corresponding 2015 period.
B. Acquisition Related Intangible Asset Amortization
The Company tracks the amount of amortization recorded on recent acquisitions in order to monitor its progress with respect to its Vision 2020 goals. The following amounts were recorded with respect to recent acquisitions:
(DOLLARS IN THOUSANDS) | Three Months Ended September 30, 2015 | Nine Months Ended September 30, 2015 | |
Ottens Flavors | $1.8 | $3.0 | |
Lucas Meyer | $1.7 | $1.7 | |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
There are no material changes in market risk from the information provided in the Company’s 2014 Annual Report on Form 10-K.
Item 4. Controls and Procedures
The Chief Executive Officer and Chief Financial Officer with the assistance of other members of our management, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of the end of the period covered by this Quarterly Report on Form 10-Q.
We have established controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosure.
The Chief Executive Officer and Chief Financial Officer have also concluded that there have not been any changes in our internal control over financial reporting during the quarter ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. | Legal Proceedings |
We are subject to various claims and legal actions in the ordinary course of our business.
Tax Claims
Prior to September 30, 2015, we were a party to dividend withholding tax controversies in Spain. As of September 30, 2015, the three dividend withholding tax controversies in Spain have now been resolved. The Company made total payments of Euro 4.5 million ($4.9 million) during the second quarter of 2015 related to the resolution of these three controversies.
We do not currently believe that any of our pending tax assessments, even if ultimately resolved against us, would have a material impact on our financial condition.
Environmental
Over the past 20 years, various federal and state authorities and private parties have claimed that we are a Potentially Responsible Party (“PRP”) as a generator of waste materials for alleged pollution at a number of waste sites operated by third parties located principally in New Jersey and have sought to recover costs incurred and to be incurred to clean up the sites.
We have been identified as a PRP at eight facilities operated by third parties at which investigation and/or remediation activities may be ongoing. We analyze our potential liability on at least a quarterly basis. We accrue for environmental liabilities when they are probable and estimable. We estimate our share of the total future cost for these sites to be less than $5 million.
While joint and several liability is authorized under federal and state environmental laws, we believe the amounts we have paid and anticipate paying in the future for clean-up costs and damages at all sites are not material and will not have a material adverse effect on our financial condition, results of operations or liquidity. This assessment is based upon, among other things, the involvement of other PRPs at most of the sites, the status of the proceedings, including various settlement agreements and consent decrees, and the extended time period over which payments will likely be made. There can be no assurance, however, that future events will not require us to materially increase the amounts we anticipate paying for clean-up costs and damages at these sites, and that such increased amounts will not have a material adverse effect on our financial condition, results of operations or cash flows.
Other
In March 2012, ZoomEssence, Inc. filed a complaint against the Company in the U.S. District Court of New Jersey alleging trade secret misappropriation, breach of contract and unjust enrichment in connection with certain spray dry technology disclosed to the Company. In connection with the claims, ZoomEssence is seeking an injunction and monetary
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damages. ZoomEssence initially sought a temporary restraining order and preliminary injunction, but the Court denied these applications in an order entered on September 27, 2013, finding that ZoomEssence had not demonstrated a likelihood of success on the merits of its claims. The Court subsequently referred the matter to mediation, however the private mediation session did not result in a resolution of the dispute. On November 3, 2014, ZoomEssence amended its complaint against the Company to include allegations of breach of the duty of good faith and fair dealing, fraud in the inducement, and misappropriation of confidential and proprietary information. On November 13, 2014, the Company filed a counterclaim against ZoomEssence alleging trade secret misappropriation, breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, misappropriation of confidential and proprietary information, common law unfair competition, tortious interference with contractual relations, and conversion. The case is currently proceeding through discovery with a trial on the merits anticipated in mid 2016. The Company denies the allegations and will vigorously defend and pursue its position in Court. At this stage of the litigation, based on the information currently available to the Company, management does not believe that this matter represents a material loss contingency.
We are also a party to other litigations arising in the ordinary course of our business. We do not expect the outcome of these cases, singly or in the aggregate, to have a material effect on our consolidated financial condition.
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
(c) Issuer Purchases of Equity Securities
The table below reflects shares of common stock we repurchased during the third quarter of 2015.
Period | Total Number of Shares Repurchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value of Shares That May Yet be Purchased Under the Program | |||||||||
July 1 - 31, 2015 | 167,731 | $ | 110.96 | 167,731 | $ | 51,508,886 | |||||||
August 1 - 31, 2015 | 147,026 | 113.94 | 147,026 | 284,757,026 | |||||||||
September 1 - 30, 2015 | 66,071 | 106.86 | 66,071 | 277,696,480 | |||||||||
Total | 380,828 | $ | 111.40 | 380,828 | $ | 277,696,480 | |||||||
(1) | Shares were repurchased pursuant to the repurchase program originally announced in December 2012, with repurchases beginning in the first quarter of 2013. In August 2015, the Board of Directors amended the program, authorizing an additional $250 million and extending the program through December 31, 2017. Repurchases under the amended program are limited to $500 million in total repurchase price, and the expiration date is December 31, 2017. Authorization of the repurchase program may be modified, suspended, or discontinued at any time. |
Item 6. | Exhibits |
10.1 | Form of Equity Choice Program Award Agreement under the International Flavors & Fragrances 2015 Stock Award and Incentive Plan | |
31.1 | Certification of Andreas Fibig pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Alison A. Cornell pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32 | Certification of Andreas Fibig and Alison A. Cornell pursuant to 18 U.S.C. Section 1350 as adopted pursuant to the Sarbanes-Oxley Act of 2002. | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extensions Schema | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
101.LAB | XBRL Taxonomy Extension Label Linkbase | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase | |
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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.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
Dated: | November 9, 2015 | By: | /s/ Andreas Fibig | ||
Andreas Fibig | |||||
Chairman of the Board and Chief Executive Officer | |||||
Dated: | November 9, 2015 | By: | /s/ Alison A. Cornell | ||
Alison A. Cornell | |||||
Executive Vice President and Chief Financial Officer | |||||
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EXHIBIT INDEX
Number | Description | |
10.1 | Form of Equity Choice Program Award Agreement under the International Flavors & Fragrances 2015 Stock Award and Incentive Plan | |
31.1 | Certification of Andreas Fibig pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Alison A. Cornell pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32 | Certification of Andreas Fibig and Alison A. Cornell pursuant to 18 U.S.C. Section 1350 as adopted pursuant to the Sarbanes-Oxley Act of 2002. | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extensions Schema | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
101.LAB | XBRL Taxonomy Extension Label Linkbase | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase | |
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Exhibit 10.1
FORM OF
INTERNATIONAL FLAVORS & FRAGRANCES INC.
EQUITY CHOICE PROGRAM AWARD AGREEMENT (the “ECP AWARD AGREEMENT”)
PLAN YEAR [201X]
Participant: [NAME] | Job Level: [#] |
Organization Unit/Location: [ORG. UNIT/LOCATION] | Position: [POSITION] |
This ECP Award Agreement, dated as of [X, 201X] (the “Grant Date”), is made by and between International Flavors & Fragrances Inc., a New York Corporation, including its affiliates (the “Company”) and [NAME OF PARTICIPANT] (the “Participant”) under the International Flavors & Fragrances Inc. 2015 Stock Award and Incentive Plan, as it may be amended from time to time (the “Plan”). Pursuant to Section 7 of the Plan, Participant has been granted an Equity Choice Program Award, as described below (the “ECP Award”), subject to the Participant’s acceptance of the attached ECP Terms and Conditions and the Plan, both of which are made a part hereof and are incorporated herein by reference.
Total ECP Award Amount | Vesting | Fair Market Value* of a share of Common Stock (a “Share”) on Grant Date |
[$] | [DATE] | [$] |
ECP Award Information
ECP Award Value ($US) | ECP Award Type | Percentage of ECP Award | ECP Award Amount |
[$] | PRSU* | [ _%] | [# of Matched PRSU] Matched PRSUs are assigned an adjustment factor of 120% |
[$] | SSAR* | [ _%] | [ __ SSARs] Number of SSARs granted is based on 4.5 times the elected SSAR award value divided by the Fair Market Value* of a Share on the Grant Date. |
[$] | RSU* | [ _%] | [ __ RSUs] |
*Each, as defined in, and subject to, the attached ECP Terms and Conditions and the terms of the Plan. Each ECP Award type elected represents a separate grant under the Plan.
BY ELECTRONICALLY ACCEPTING THIS ECP AWARD, PARTICIPANT AGREES TO BE BOUND BY THE PROVISIONS OF THE PLAN, THIS ECP AWARD AGREEMENT AND THE ECP TERMS AND CONDITIONS. THE PARTICIPANT HAS REVIEWED THE PLAN, THE ECP AWARD AGREEMENT AND THE ECP TERMS AND CONDITIONS IN THEIR ENTIRETY, HAS HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO ACCEPTING THE ECP AWARD AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THE PLAN, THIS ECP AWARD AGREEMENT AND THE ECP TERMS AND CONDITIONS. THE PARTICIPANT HAS BEEN PROVIDED WITH A COPY OR ELECTRONIC ACCESS TO
A COPY OF THE U.S. PROSPECTUS FOR THE PLAN AND THE TAX SUPPLEMENT TO THE U.S. PROSPECTUS FOR PARTICIPANT'S COUNTRY OF EMPLOYMENT. PARTICIPANT HEREBY AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE ARISING UNDER THE PLAN, THE ECP AWARD AGREEMENT OR THE ECP TERMS AND CONDITIONS.
[ ] I ACCEPT
INTERNATIONAL FLAVORS & FRAGRANCES INC.
EQUITY CHOICE PROGRAM AWARD AGREEMENT
TERMS AND CONDITIONS (the “ECP TERMS AND CONDITIONS”)
These ECP Terms and Conditions are a part of each International Flavors & Fragrances Inc. (the “Company”) ECP Award Agreement made under the Plan, which is hereby incorporated by reference.
Capitalized terms not defined herein shall have the meanings ascribed to them in the Plan. In the event of any conflict between the provisions of these ECP Terms and Conditions and the Plan, the provisions of the Plan shall govern.
1. | Amount of ECP Award. As of the Grant Date, the Participant shall be eligible to receive an ECP Award in the forms and amounts set forth on the first page of the ECP Award Agreement. |
2. | Eligibility for Award. A Participant’s eligibility for an ECP Award shall be at the discretion of the Committee. Eligibility for an ECP Award in one period does not guarantee eligibility for an ECP Award in a later period. |
3. | Vesting of Award. The ECP Award vests on the date set forth on the first page of the ECP Award Agreement (the “ECP Vesting Date”) if not previously forfeited, and is 0% vested before expiration of this period. |
4. | ECP Award Allocations. Participants may elect to allocate their total ECP Award between three types of ECP Award grants in 5% increments: (i) PRSUs (as defined below) (ii) Stock-Settled Appreciation Rights (“SSARs”), and (iii) Restricted Stock Units (“RSUs”). If a Participant does not elect an ECP Award type within the time period specified by the Committee, 100% of the ECP Award will be allocated to RSUs by default or such other default selection specified by the Committee. |
5. | Purchased Shares and Matching Restricted Stock Units. |
(a) | Adjusted ECP Award Value. As used herein, the term “PRSU” shall mean RSUs granted by the Company under Section 7 of the Plan. There is a 20% adjustment upward of the ECP Award value for any allocation of the ECP Award elected in PRSUs (the “Adjusted ECP Award Value”). For example, if a Participant elects to receive $100 of his or her ECP in PRSUs, the Participant will be required to tender Shares, or a combination of cash and Shares, with a fair value of $120 as of the Grant Date and will receive a corresponding match in the form of PRSUs from the Company with a Grant Date fair value of $120. |
(i) | If a Participant chooses PRSUs on or prior to the date specified by the Company, he or she must (x) deliver funds to the Company, equal to the dollar amount of all or a portion of the Adjusted ECP Award Value, which funds will be used to purchase Shares equivalent to that portion of the Adjusted ECP Award Value for which the Participant chooses to deliver funds and/or (y) tender a sufficient number of Shares to be held in an account designated by the Company, with a value equal to any portion of the Adjusted ECP Award Value which is not covered by the delivery of funds pursuant to (x), calculated based on the Fair |
Market Value of a Share on the Grant Date (the Shares described in (x) or (y), the “Purchased Shares”). Shares held in a qualified 401(k) plan or in a nonqualified deferred stock compensation shall not be eligible for purposes of this Section 5. Upon receipt of the funds and/or tender Shares, the Company will grant to Participant a matching grant of a number of PRSUs, with a value on the Grant Date equal to the Fair Market Value of the Purchased Shares on the Grant Date (the “Matched PRSUs”).
(ii) | Notwithstanding anything herein to the contrary, in the event a Participant fails to tender funds or Shares with a value at least equal to the Adjusted ECP Award Value as required by Section 5(a)(i), the Company shall only grant to the Participant a number of Matched PRSUs with a value equal to the reduced amount tendered and any shortfall in the ECP Award Value shall be allocated in RSUs. |
(b) | Evidence of Purchased Shares and Matched PRSUs. |
(i) | Purchased Shares shall be issued and registered in the name of the Participant and evidence of ownership of the Purchased Shares shall be retained by the Company in a restricted account maintained by the Company’s designated agent. |
(ii) | Prior to settlement, the Company or its designated agent shall maintain a bookkeeping account reflecting the number of Matched PRSUs granted as part of an ECP Award, and credited to a Participant’s account. |
(c) | Voting Rights. The Participant shall be entitled to vote Purchased Shares on any matter submitted to a vote of holders of Shares, and shall have all other rights of a shareholder of the Company, except as expressly limited by the ECP Award Agreement or the Plan. Prior to their settlement in accordance with ECP Terms and Conditions and the terms and conditions of the ECP Award Agreement and the Plan, the Participant shall not be entitled to vote Matched PRSUs. |
(d) | Dividends and Distributions. Purchased Shares earn dividends and Matched PRSUs earn dividend equivalents and are entitled to distributions during the vesting period if and to the extent that (x) with respect to the Purchased Shares, the Participant is the record owner of such Purchased Shares on any record date for such a dividend or distribution and (y) with respect to the Matched PRSUs, if the Participant has not forfeited the Matched PRSUs on or before the payment date for such dividend or distribution and complies with the vesting conditions set forth below. |
(i) | In the event of a cash dividend or cash distribution on Shares, such dividend or distribution shall be paid in cash to Participant at the time of payment to shareholders generally and shall be non-forfeitable. |
(ii) | In the event of any non-cash dividend or distribution in the form of property other than Shares, such property shall be distributed in respect of Purchased Shares, |
but the Company (or its designated agent) shall retain in its custody the property so distributed in respect of Matched PRSUs, which property, (1) will become vested if and to the same extent the underlying Matched PRSUs becomes vested, (2) will be settled if and to the same extent the underlying Matched PRSUs are settled and, (3) to the greatest extent practicable, shall be subject to all other terms and conditions applied to the underlying Matched PRSUs, including in the event of any dividends or distributions paid in respect of such property.
(iii) | In the event of a dividend or distribution in the form of Shares or a stock split of Shares, the Shares so issued or delivered will be deemed to be additional Purchased Shares and in the case of Matched PRSUs will be credited to the Participant’s bookkeeping account as additional Matched PRSUs and will become vested and will settle if and to the same extent as the underlying Matched PRSUs. With respect to dividends and distributions in respect of the Purchased Shares, such dividends and distributions will be made in the form of additional Shares, while with respect to dividends and distributions in respect of Matched PRSUs, the dividends and distributions will be made in the form of additional RSUs. |
(e) | Restrictions on Purchased Shares and Matched PRSUs. The Purchased Shares and Matched PRSUs shall be subject to the following restrictions during the vesting period: |
(i) | Purchased Shares. The Participant shall have the right to withdraw, transfer, sell, assign, pledge or encumber (subject to Section 23 of the Plan) any or all of the Purchased Shares at any time, by written notice addressed to the Company; provided that such withdrawal, transfer, sale, assignment, pledge or encumbrance of Purchased Shares will result in forfeiture of a corresponding number of Matched PRSUs. Upon forfeiture of any number of Matched PRSUs, the restrictions on the corresponding number of Purchased Shares will lapse. |
(ii) | Matched PRSUs. Matched PRSUs are subject to the risk of forfeiture and other restrictions specified in the Plan, ECP Award Agreement and these ECP Terms and Conditions. Participant shall have no right to settlement of Matched PRSUs and delivery of Shares underlying such Matched PRSUs until such time as the Matched PRSUs have become vested. Upon vesting, the Matched PRSUs will be settled by delivery of one share of Common Stock for each Matched PRSU being settled. Except as otherwise provided in Section 8 below, such settlement shall occur within thirty (30) days following the ECP Vesting Date. |
6. | Stock-Settled Appreciation Rights (“SSARs”). SSARs are an award granted under Section 7 of the Plan, under which Participants receive a contractual right to receive the value in Shares of the appreciation in the Company’s price per Share from the SSAR Grant Date to the date the SSAR is exercised by the Participant. |
(a) | Number of SSARs Granted. The total number of SSARs granted by the Company to a Participant is set forth on the first page of the ECP Award Agreement and is based on 4.5 times the Participant’s SSARs award value divided by the Fair Market Value of a Share on the Grant Date. By way of example: |
“If the Participant’s ECP Award value is $100 and the Participant elects to allocate the total ECP Award to SSARs, then the number of SSARs granted to the Participant would be equal to $100 multiplied by 4.5 divided by the Fair Market Value of a Share on the Grant Date. If the Fair Market Value of a Share on the Grant Date was $10 per Share, then the Participant would receive 45 SSARs.”
(b) | Evidence of SSAR Awards. Prior to vesting, the Company (or its designated agent) shall maintain a bookkeeping account reflecting the number of SSARs granted as part of an ECP Award, and credited to a Participant’s account. |
(c) | Exercise and Payment of Awards. A Participant may exercise vested SSARs by delivering written notice to the Company stating the number of Shares as to which SSARS are being exercised and the name in which Participant wishes the Shares to be issued. SSARs may only be exercised on a date that the Fair Market Value of a Share exceeds the Base Price (as defined below) and only if the SSARs are otherwise exercisable at such date. Upon exercise of SSARs, a Participant shall be entitled to receive payment in Shares, calculated as follows: |
Shares Paid = (FMV minus Base Price) multiplied by (number of SSARs exercised) divided by FMV
“FMV” is the Fair Market Value of a Share at the exercise date
“Base Price” is the Fair Market Value of a Share on the Grant Date as set forth in the Award Agreement.
If any fractional Share would be deliverable upon exercise, after taking into account withholding for mandatory taxes, the Company will pay cash in lieu of delivery of such fractional Share or will use such cash to apply towards withholding for taxes.
(d) | Exercise Period. SSARs are exercisable for a seven (7) year period, as measured from the Grant Date or such earlier date as such SSAR may terminate as described herein. |
(e) | Dividend and Voting Rights. SSARS do not earn dividends and are not entitled to any voting rights. |
7. | Restricted Stock Units (“RSUs”). RSUs are an Award granted under Section 7 of the Plan, under which Participants receive a contractual right to receive unrestricted Shares upon vesting. |
(a) | Number of RSUs granted. The total number of RSUs granted by the Company to a Participant is set forth on the first page of the ECP Award Agreement and is based on the Fair Market Value of a Share on the Grant Date. |
(b) | Evidence of RSU Award. Prior to vesting, the Company or its designated agent shall maintain a bookkeeping account reflecting the number of RSUs granted as part of an ECP Award, and credited to a Participant’s account. |
(c) | Settlement of RSUs. Upon vesting, the RSUs will be settled by delivery of one Share for each RSU being settled. Except as otherwise provided in Section 8 below, such settlement shall occur within thirty (30) days following the ECP Vesting Date. |
(d) | Dividends/Dividend Equivalents and Voting Rights. RSUs do not provide voting or dividend rights until fully vested and no dividends will be paid or credited on any RSUs. |
8. | Termination of Employment. The following provisions will govern the treatment of a Participant’s ECP Award in the event of a termination of Employment. |
(a) | Effect of Termination of Employment on Purchased Shares. If a Participant terminates Employment for any reason or no reason (including, without limitation, for any reason set forth in Sections 8(b) through 8(e) below), all restrictions on such Participant’s Purchased Shares shall lapse as of the date of the Participant’s termination of Employment. |
(b) | Termination for Cause or Resignation. If a Participant terminates Employment for Cause (as defined in the Plan) or voluntarily terminates (other than a voluntary termination of Employment by the Participant due to (x) Normal Retirement, (y) Early Retirement [or (z) with respect to Participants who are designated as Tier I Employees by the Company for purposes of the ESP, Good Reason]), then: |
(iii) | All outstanding unvested Matched PRSUs will be immediately forfeited; |
(iv) | All outstanding unvested SSARs will be immediately forfeited and all vested SSARs (i) will cease to be exercisable and will terminate three (3) months after termination of Employment with the Company (or an affiliate of the Company) due to a voluntary termination by the Participant (but in no event after the expiration date of the award grant) and (ii) all outstanding vested SSARs will cease to be exercisable and will immediately terminate in the case of a termination for Cause by the Company; and, |
(v) | All outstanding unvested RSUs will be immediately forfeited. |
(c) | Termination due to Disability or Normal Retirement. If a Participant terminates Employment due to Disability or Normal Retirement, then: |
(i) | All outstanding unvested Matched PRSUs will remain outstanding and will become vested at the ECP Vesting Date as though the Participant had not had a termination of Employment under this Section 8(c). Upon vesting, such Matched PRSUs will be settled within thirty (30) days after the ECP Vesting Date. |
(ii) | All outstanding unvested SSARs will remain outstanding and will become exercisable at the ECP Vesting Date as though the Participant had not had a |
termination of Employment under this Section 8(c). SSARs that were vested at the time of the Participant’s termination of Employment and those that become vested thereafter will remain outstanding and exercisable until the expiration date of the SSARs, at which date the SSARs will cease to be exercisable and will terminate.
(iii) | All outstanding unvested RSUs will remain outstanding and will become vested at the ECP Vesting Date as though the Participant had not had a termination of Employment under this Section 8(c). Upon vesting, such RSUs will be settled within thirty (30) days after the ECP Vesting Date. |
(d) | Termination Not for Cause, [for Good Reason] or Early Retirement. If a Participant involuntarily terminates Employment not for Cause, or voluntarily terminates Employment due to [(x)] Early Retirement [or (y) with respect to Participants who are designated as Tier I Employees by the Company for purposes of the ESP, Good Reason], then: |
(i) | A pro rata portion of all outstanding unvested Matched PRSUs will remain outstanding and will become vested at the ECP Vesting Date as though the Participant had not had a termination of Employment under this Section 8(d). Upon vesting, such Matched PRSUs will be settled within thirty (30) days after the ECP Vesting Date. |
(ii) | A pro rata portion of all outstanding unvested SSARs will remain outstanding and will become exercisable at the ECP Vesting Date as though the Participant had not had a termination of Employment under this Section 8(d). SSARs that were vested at the time of the Participant’s termination of Employment and those that become vested thereafter will remain outstanding and exercisable until the expiration date of the SSARs, at which date the SSARs will cease to be exercisable and will terminate. |
(iii) | A pro rata portion of all outstanding unvested RSUs will remain outstanding and will become vested at the ECP Vesting Date as though the Participant had not had such a termination of Employment under this Section 8(d). Upon vesting, such RSUs will be settled within thirty (30) days after the ECP Vesting Date. |
(iv) | For purposes of Section 8(d)(i) through 8(d)(iii), the pro rata portion will be determined by multiplying the number of unvested Matched PRSUs, SSARs or RSUs, as the case may be, by a fraction with the numerator of which is (x) the number of days from the Grant Date to the date of the Participant’s termination of Employment and (y) the denominator of which is 1,066. A Participant’s Matched PRSUs, SSARs or RSUs, as the case may be, that had not vested before such termination of Employment under this Section 8(d). and which are not included in the pro rata portion subject to continued vesting will be immediately forfeited. |
(e) | Termination due to Death. If a Participant terminates Employment due to death, then: |
(i) | All outstanding unvested Matched PRSUs will become immediately vested. Upon vesting, such Matched PRSUs will be settled within thirty (30) days after the date of the Participant’s death. |
(ii) | All outstanding unvested SSARs will become immediately vested and exercisable, and all SSARs that were vested at the time of the Participant’s termination of Employment and those that become vested thereafter will remain outstanding and exercisable until the expiration date of the grant, at which date the SSARs will cease to be exercisable and will terminate; and |
(iii) | All outstanding unvested RSUs will become immediately vested. Upon vesting, such RSUs will be settled within thirty (30) days after the date of the Participant’s death |
9. | Change in Control. In the event the Company undergoes a “Change in Control” as defined in Section 11 of the Plan, ECP Awards shall be treated as provided in Section 11 of the Plan. For the avoidance of doubt, Matched PRSUs and RSUs shall be settled within thirty (30) days following the date they become free of all restrictions, limitation and conditions and become fully vested as provided in Section 11 of the Plan. |
10. | Clawback and Recoupment Provisions. Notwithstanding anything herein to the contrary, any ECP Award paid or payable in connection with the ECP shall be subject to the clawback, recoupment and forfeiture provisions of Section 32 of the Plan and Section 9 of the ESP. By acknowledging the ECP Award Agreement, the Participant acknowledges that any and all ECP Awards previously granted to the Participant prior to the Grant Date, and any other cash or Shares provided to the Participant following the Grant Date and under the ECP Award or otherwise under the Plan, are subject to the provisions of Section 32 of the Plan and Section 9 of the ESP, as applicable. |
11. | Limits on Transfers of Awards. Except as provided by the Committee, no ECP Award and no right under any ECP Award, shall be assignable, alienable, saleable, or transferable by a Participant other than by will or by the laws of descent and distribution in accordance with Section 23 of the Plan. |
12. | Section 409A. Notwithstanding anything herein or in the Plan to the contrary, no payment or settlement of shares of Common Stock that constitute “non-qualified deferred compensation” for purposes of Section 409A of the Code will be made under this ECP Award Agreement to any Participant on account of such Participant’s termination of Employment, if on such date, the Participant is a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code, or any successor provision thereto) until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such Participant’s termination of Employment and (ii) the date of Participant’s death. |
13. | Administration. |
(a) | Administration. The Board has delegated administrative authority to the Committee and the ECP shall be administered by the Committee or a subset of the Committee that satisfies |
the requirements of Section 162(m) of the Code with respect to any Performance-Based Awards.
(b) | Powers and Duties. The Committee shall have sole discretion and authority to make any and all determinations necessary or advisable for administration of the ECP and may adopt, amend or revoke any rule or regulation established for the proper administration of the ECP. The Committee shall have the ability to modify the ECP provisions, to the extent necessary, or delegate such authority, to accommodate any changes in law or regulations in jurisdictions in which Participants will receive ECP Awards. The Committee or its designee will oversee ECP Award calculations. All interpretations, decisions, or determinations made by the Committee or its designee pursuant to the ECP shall be final and conclusive. |
14. | Amendment; Termination of the ECP. The Committee has the right to revise, modify, or terminate the ECP in whole or in part at any time or for any reason, and the right to modify any ECP Award amount in accordance with Section 31 of the Plan. |
15. | Tax Liability and Withholding. The Participant shall be responsible for any tax liability that may arise as a result of the payments contemplated by an ECP Award or these ECP Terms and Conditions in accordance with Section 20 of the Plan. The Participant acknowledges the Company is authorized to withhold taxes due, or potentially payable in connection with any ECP Award Payment in accordance with Section 20 of the Plan. Further, the Participant agrees to any deduction or setoff by the Company as provided under Section 26 of the Plan. |
16. | Severability; Survival of Terms. Should any provision of an ECP Award or these ECP Terms and Conditions be held by a court of competent jurisdiction to be unenforceable, such holding shall not affect the validity of the remainder of the ECP Award or these ECP Terms and Conditions. These ECP Terms and Conditions shall apply to and bind the Participant and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors. |
17. | Dispute Resolution. These ECP Terms and Conditions, the ECP Award Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof. |
18. | Non U.S. Residents. Rights and restrictions for Participants residing in foreign countries may differ and shall be based on applicable foreign law and will be governed by Section 33 of the Plan. |
19. | Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to this ECP Award or ECP Award Agreement by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. |
20. | Governing Law. This ECP Award Agreement and the ECP Terms and Conditions shall be governed by and construed according to the laws of the State of New York and of the United States without regard to principles of conflict of law. |
21. | Consent for Data Transfer. By accepting this ECP Award Agreement, the Participant voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described herein, including for the purpose of managing and administering the Plan, certain personal information, including name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, and details of all options or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in Participant’s favor (“Data”). The Company and/or its affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration and management of the Plan and may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. Participant authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares or other equity of the Company on Participant’s behalf to a broker or other third party with whom Participant may elect to deposit any Shares or equity acquired pursuant to the Plan. Participant may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Company; however, withdrawing consent may affect Participant’s ability to participate in the Plan. |
22. | Addendum. Notwithstanding any provision in these ECP Terms and Conditions to the contrary, the Purchased Shares, Matched PRSUs, SSARs and RSUs shall be subject to any special terms and conditions for Participant’s country of residence (and country of Employment, if different) set forth in an addendum to these ECP Terms and Conditions (an “Addendum”). Further, if Participant transfers Participant’s residence and/or Employment to another country, at the time of transfer, the special terms and conditions for such country will apply to Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Purchased Shares, Matched PRSUs, SSARs and RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate Participant’s transfer). Any applicable Addendum shall constitute part of these ECP Terms and Conditions. |
23. | Private Placement. The grant of Matched PRSUs, SSARs and RSUs to Participants outside of the United States and the purchase by Participants of Purchased Shares is not intended to be a public offering of securities in Participant’s country of residence (and country of Employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law) outside of the United States, and the grant of the Matched PRSUs, SSARs and RSUs and purchase of Purchased Shares is not subject to the supervision of the local securities authorities outside of the United States. |
24. | Notices. Any notice required or permitted to be given under these ECP Terms and Conditions or the ECP Award Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of: |
If to the Company:
International Flavors & Fragrances Inc.
521 W. 57th Street
New York, New York 10019
Attn:
If to the Participant:
To the last address delivered to the Company by the Participant in the manner set forth herein.
Exhibit 31.1
CERTIFICATION
I, Andreas Fibig, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of International Flavors & Fragrances Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Dated: November 9, 2015 | |||
By: | /s/ Andreas Fibig | ||
Name: | Andreas Fibig | ||
Title: | Chairman of the Board and Chief Executive Officer | ||
Exhibit 31.2
CERTIFICATION
I, Alison A. Cornell, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of International Flavors & Fragrances Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Dated: November 9, 2015 | |||
By: | /s/ Alison A. Cornell | ||
Name: | Alison A. Cornell | ||
Title: | Executive Vice President and Chief Financial Officer | ||
Exhibit 32
CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of International Flavors & Fragrances Inc. (the "Company") for the quarterly period ended September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Andreas Fibig, as Chief Executive Officer, and Alison A. Cornell, as Chief Financial Officer, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his or her knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: | /s/ Andreas Fibig |
Name: | Andreas Fibig |
Title: | Chairman of the Board and Chief Executive Officer |
Dated: | November 9, 2015 |
By: | /s/ Alison A. Cornell |
Name: | Alison A. Cornell |
Title: | Executive Vice President and Chief Financial Officer |
Dated: | November 9, 2015 |