Date of report (Date of earliest event reported) |
Registrant’s telephone number, including area code |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Number | Description |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
By: | /s/ Richard A. O'Leary |
Name: | Richard A. O'Leary |
Title: | Executive Vice President and Chief Financial Officer |
Dated: | November 4, 2019 |
Reported (GAAP) | Adjusted (Non-GAAP)1 | |||||||||||
Sales | Operating Profit | EPS | Sales | Operating Profit | EPS | EPS ex Amortization | ||||||
$1.3 B | $185 M | $1.13 | $1.3 B | $201 M | $1.20 | $1.53 |
• | Reported net sales for the third quarter totaled $1.3 billion, an increase of 40% from $908 million in 2018, including the contribution of sales related to Frutarom. On a combined basis, currency neutral sales increased 2%, including the net contribution of acquisitions and divested businesses. |
• | Reported earnings per share (EPS) for the third quarter was $1.13 per diluted share versus $1.17 per diluted share reported in 2018. Excluding those items that affect comparability, adjusted EPS excluding amortization was $1.53 per diluted share in 2019 versus $1.62 in the year-ago period, as adjusted operating profit growth was more than offset by shares outstanding and higher interest expense - both related to the Frutarom acquisition. |
Reported (GAAP) | Currency Neutral (Non-GAAP) | ||||||
Sales | Segment Profit | Sales | Segment Profit | ||||
Scent | 2% | (5)% | 3% | 0% | |||
Taste | (3)% | 1% | (2)% | 4% | |||
Frutarom | — | — | — | — |
• | On a reported basis, sales increased 2%, or $9.1 million, to $480.4 million. Currency neutral sales improved 3%, with growth in all regions and nearly all categories. Performance was strongest in Fine Fragrance, growing mid single-digits led by robust growth in EAME and Greater Asia. Consumer Fragrances grew low single-digits with increases in nearly all categories led by Home Care, Hair Care and Fabric Care. Fragrance Ingredients was flat as price increases were offset by volume declines related to inventory destocking. |
• | Scent segment profit decreased 5% on a reported basis and was 0% on a currency neutral basis as the benefits of productivity initiatives and mix were offset by unfavorable price to input costs. |
• | On a reported basis, sales decreased 3%, or $12.9 million, to $423.3 million. Currency neutral sales decreased approximately 2% against a strong 7% year-ago comparison as high single-digit growth in Greater Asia was more than offset by volume erosion with multinational customers. From a category perspective, growth was strongest in Beverage and Savory, led by strong new win performance. |
• | Taste segment profit increased 1% on a reported basis and 4% on a currency neutral basis driven primarily by productivity initiatives and cost management. |
• | On a reported basis, sales were $363.7 million. On a standalone basis, currency neutral sales increased 5%, including the net contribution of acquisitions and divested businesses, as organic sales remained constant. Performance was driven by growth in Taste and Savory offset by continued pressures in F&F ingredients - notably CitraSource - and Natural Product Solutions - particularly raw material-driven price decreases in Natural Colors. |
• | Segment profit contributed $28 million in the third quarter, or $68 million excluding amortization. Margin continued to be supported by disciplined cost management and acquisition-related synergies. |
Guidance | |
Sales | $5.15B - $5.25B |
Adjusted EPS (1) | $4.85 - $5.05 |
Adjusted EPS Ex Amortization (1) | $6.15 - $6.35 |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||
2019 | 2018 | % Change | 2019 | 2018 | % Change | |||||||||||||||
Net sales | $ | 1,267,345 | $ | 907,548 | 40 | % | $ | 3,856,315 | $ | 2,758,492 | 40 | % | ||||||||
Cost of goods sold | 734,257 | 506,882 | 45 | % | 2,245,729 | 1,553,300 | 45 | % | ||||||||||||
Gross profit | 533,088 | 400,666 | 33 | % | 1,610,586 | 1,205,192 | 34 | % | ||||||||||||
Research and development expenses | 85,077 | 75,302 | 13 | % | 260,489 | 228,545 | 14 | % | ||||||||||||
Selling and administrative expenses | 210,829 | 157,796 | 34 | % | 634,111 | 457,847 | 38 | % | ||||||||||||
Amortization of acquisition-related intangibles | 48,430 | 9,003 | NMF | 143,964 | 27,772 | NMF | ||||||||||||||
Restructuring and other charges, net | 3,716 | 927 | NMF | 22,415 | 2,830 | NMF | ||||||||||||||
Losses (gains) on sales of fixed assets | 372 | (1,630 | ) | (123 | )% | 1,136 | (435 | ) | NMF | |||||||||||
Operating profit | 184,664 | 159,268 | 16 | % | 548,471 | 488,633 | 12 | % | ||||||||||||
Interest expense | 33,497 | 23,914 | 40 | % | 102,662 | 93,755 | 10 | % | ||||||||||||
Loss on extinguishment of debt | — | 38,810 | (100 | )% | — | 38,810 | (100 | )% | ||||||||||||
Other income, net | (5,699 | ) | (4,158 | ) | 37 | % | (15,114 | ) | (25,389 | ) | (40 | )% | ||||||||
Income before taxes | 156,866 | 100,702 | 56 | % | 460,923 | 381,457 | 21 | % | ||||||||||||
Taxes on income | 27,059 | 4,986 | NMF | 81,033 | 57,176 | 42 | % | |||||||||||||
Net income | 129,807 | 95,716 | 36 | % | 379,890 | 324,281 | 17 | % | ||||||||||||
Net income attributable to noncontrolling interest | 2,683 | — | — | % | 7,560 | — | — | % | ||||||||||||
Net income attributable to IFF | 127,124 | 95,716 | 33 | % | 372,330 | 324,281 | 15 | % | ||||||||||||
Net income per share - basic (1) | $ | 1.15 | $ | 1.18 | $ | 3.34 | $ | 4.06 | ||||||||||||
Net income per share - diluted (1) | $ | 1.13 | $ | 1.17 | $ | 3.30 | $ | 4.04 | ||||||||||||
Average number of shares outstanding - basic | 111,998 | 81,263 | 111,953 | 79,783 | ||||||||||||||||
Average number of shares outstanding - diluted | 113,493 | 81,647 | 113,133 | 80,115 |
(1) | For 2019, net income per share reflects adjustments related to the redemption value of certain redeemable noncontrolling interests. |
September 30, | December 31, | ||||||
2019 | 2018 | ||||||
Cash, cash equivalents, and restricted cash | $ | 504,054 | $ | 648,522 | |||
Receivables | 942,705 | 937,765 | |||||
Inventories | 1,126,389 | 1,078,537 | |||||
Other current assets | 325,410 | 277,036 | |||||
Total current assets | 2,898,558 | 2,941,860 | |||||
Property, plant and equipment, net | 1,313,539 | 1,241,152 | |||||
Goodwill and other intangibles, net | 8,211,378 | 8,417,710 | |||||
Other assets | 561,249 | 288,673 | |||||
Total assets | 12,984,724 | 12,889,395 | |||||
Short term borrowings | $ | 384,823 | $ | 48,642 | |||
Other current liabilities | 1,027,626 | 1,079,669 | |||||
Total current liabilities | 1,412,449 | 1,128,311 | |||||
Long-term debt | 4,008,134 | 4,504,417 | |||||
Non-current liabilities | 1,382,608 | 1,131,487 | |||||
Redeemable noncontrolling interests | 114,545 | 81,806 | |||||
Shareholders' equity | 6,066,988 | 6,043,374 | |||||
Total liabilities and shareholders' equity | $ | 12,984,724 | $ | 12,889,395 |
Nine Months Ended September 30, | |||||||
2019 | 2018 | ||||||
Cash flows from operating activities: | |||||||
Net income | $ | 379,890 | $ | 324,281 | |||
Adjustments to reconcile to net cash provided by operating activities | |||||||
Depreciation and amortization | 235,429 | 95,994 | |||||
Deferred income taxes | (35,134 | ) | 20,623 | ||||
Losses (gains) on sale of assets | 1,136 | (435 | ) | ||||
Stock-based compensation | 26,426 | 22,041 | |||||
Pension contributions | (16,390 | ) | (15,983 | ) | |||
Loss on extinguishment of debt | — | 38,810 | |||||
Gain on deal contingent derivatives | — | (12,505 | ) | ||||
Product recall claim settlement, net of insurance proceeds received | — | (3,090 | ) | ||||
Changes in assets and liabilities, net of acquisitions: | |||||||
Trade receivables | (22,878 | ) | (93,198 | ) | |||
Inventories | (84,140 | ) | (92,705 | ) | |||
Accounts payable | (39,332 | ) | (17,198 | ) | |||
Accruals for incentive compensation | (20,726 | ) | (10,753 | ) | |||
Other current payables and accrued expenses | (12,161 | ) | 386 | ||||
Other assets | (58,016 | ) | (61,597 | ) | |||
Other liabilities | 28,931 | 7,287 | |||||
Net cash provided by operating activities | 383,035 | 201,958 | |||||
Cash flows from investing activities: | |||||||
Cash paid for acquisitions, net of cash received | (49,065 | ) | (22 | ) | |||
Additions to property, plant and equipment | (160,449 | ) | (102,421 | ) | |||
Additions to intangible assets | (6,070 | ) | — | ||||
Proceeds from life insurance contracts | 1,890 | 1,837 | |||||
Maturity of net investment hedges | — | (2,642 | ) | ||||
Proceeds from disposal of assets | 34,607 | 961 | |||||
Proceeds from unwinding of cross currency swap derivative instruments | 25,900 | — | |||||
Contingent consideration paid | (4,655 | ) | — | ||||
Net cash used in investing activities | (157,842 | ) | (102,287 | ) | |||
Cash flows from financing activities: | |||||||
Cash dividends paid to shareholders | (233,477 | ) | (163,318 | ) | |||
Increase in revolving credit facility and short term borrowings | 11 | 112,483 | |||||
Proceeds from sales of equity securities, net of issuance costs | — | 2,268,965 | |||||
Deferred financing costs | — | (21,944 | ) | ||||
Repayments on debt | (100,785 | ) | (288,810 | ) | |||
Proceeds from issuance of long-term debt | — | 2,926,414 | |||||
Contingent consideration paid | (21,791 | ) | — | ||||
Gain on pre-issuance hedges | — | 12,505 | |||||
Proceeds from issuance of stock in connection with stock options | 200 | — | |||||
Employee withholding taxes paid | (9,966 | ) | (9,725 | ) | |||
Purchase of treasury stock | — | (15,475 | ) | ||||
Net cash (used in) provided by financing activities | (365,808 | ) | 4,821,095 | ||||
Effect of exchange rates changes on cash, cash equivalents and restricted cash | (3,853 | ) | (14,353 | ) | |||
Net change in cash, cash equivalents and restricted cash | (144,468 | ) | 4,906,413 | ||||
Cash, cash equivalents and restricted cash at beginning of year | 648,522 | 368,046 | |||||
Cash, cash equivalents and restricted cash at end of period | $ | 504,054 | $ | 5,274,459 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Net Sales | |||||||||||||||
Taste | $ | 423,269 | $ | 436,214 | $ | 1,302,050 | $ | 1,335,773 | |||||||
Scent | 480,384 | 471,334 | 1,444,407 | 1,422,719 | |||||||||||
Frutarom | 363,692 | — | 1,109,858 | — | |||||||||||
Consolidated | $ | 1,267,345 | $ | 907,548 | $ | 3,856,315 | $ | 2,758,492 | |||||||
Segment Profit | |||||||||||||||
Taste | $ | 97,526 | $ | 96,497 | $ | 304,062 | $ | 317,666 | |||||||
Scent | 83,484 | 87,488 | 260,543 | 261,545 | |||||||||||
Frutarom | 28,257 | — | 94,841 | — | |||||||||||
Global Expenses | (8,333 | ) | (19,578 | ) | (39,892 | ) | (63,975 | ) | |||||||
Operational Improvement Initiatives | (712 | ) | (344 | ) | (1,652 | ) | (1,773 | ) | |||||||
Acquisition Related Costs | — | 1 | — | 519 | |||||||||||
Integration Related Costs | (10,511 | ) | (958 | ) | (36,825 | ) | (1,951 | ) | |||||||
Restructuring and Other Charges, net | (3,716 | ) | (927 | ) | (22,415 | ) | (1,837 | ) | |||||||
(Losses) Gains on Sale of Assets | (372 | ) | 1,630 | (1,136 | ) | 435 | |||||||||
FDA Mandated Product Recall | (250 | ) | 9,800 | (250 | ) | 4,800 | |||||||||
Frutarom Acquisition Related Costs | 2,914 | (14,341 | ) | (5,182 | ) | (26,796 | ) | ||||||||
Compliance Review & Legal Defense Costs | (3,623 | ) | — | (3,623 | ) | — | |||||||||
Operating profit | 184,664 | 159,268 | 548,471 | 488,633 | |||||||||||
Interest Expense | (33,497 | ) | (23,914 | ) | (102,662 | ) | (93,755 | ) | |||||||
Loss on extinguishment of debt | — | (38,810 | ) | — | (38,810 | ) | |||||||||
Other income, net | 5,699 | 4,158 | 15,114 | 25,389 | |||||||||||
Income before taxes | $ | 156,866 | $ | 100,702 | $ | 460,923 | $ | 381,457 | |||||||
Operating Margin | |||||||||||||||
Taste | 23 | % | 22 | % | 23 | % | 24 | % | |||||||
Scent | 17 | % | 19 | % | 18 | % | 18 | % | |||||||
Frutarom | 8 | % | — | % | 9 | % | — | % | |||||||
Consolidated | 15 | % | 18 | % | 14 | % | 18 | % |
Q3 Taste | Sales | Segment Profit | ||
% Change - Reported | (3)% | 1% | ||
Currency Impact | 1% | 3% | ||
% Change - Currency Neutral | (2)% | 4% | ||
Q3 Scent | Sales | Segment Profit | ||
% Change - Reported | 2% | (5)% | ||
Currency Impact | 1% | 5% | ||
% Change - Currency Neutral | 3% | 0% |
YTD Taste | Sales | Segment Profit | |
% Change - Reported | (3)% | (4)% | |
Currency Impact | 3% | 3% | |
% Change - Currency Neutral | 0% | (1)% | |
YTD Scent | Sales | Segment Profit | |
% Change - Reported | 2% | 0% | |
Currency Impact | 2% | 5% | |
% Change - Currency Neutral | 4% | 5% |
Reconciliation of Gross Profit | |||||||
Third Quarter | |||||||
(DOLLARS IN THOUSANDS) | 2019 | 2018 | |||||
Reported (GAAP) | $ | 533,088 | $ | 400,666 | |||
Operational Improvement Initiatives (a) | 711 | 398 | |||||
Integration Related Costs (c) | 187 | 18 | |||||
FDA Mandated Product Recall (e) | 250 | (9,800 | ) | ||||
Frutarom Acquisition Related Costs (g) | (3,603 | ) | — | ||||
Adjusted (Non-GAAP) | $ | 530,633 | $ | 391,282 |
Reconciliation of Selling and Administrative Expenses | |||||||
Third Quarter | |||||||
(DOLLARS IN THOUSANDS) | 2019 | 2018 | |||||
Reported (GAAP) | $ | 210,829 | $ | 157,796 | |||
Acquisition Related Costs (b) | — | 1 | |||||
Integration Related Costs (c) | (10,047 | ) | (915 | ) | |||
Frutarom Acquisition Related Costs (g) | (691 | ) | (14,341 | ) | |||
Compliance Review & Legal Defense Costs (h) | (3,623 | ) | — | ||||
Adjusted (Non-GAAP) | $ | 196,468 | $ | 142,541 |
Reconciliation of Operating Profit | |||||||
Third Quarter | |||||||
(DOLLARS IN THOUSANDS) | 2019 | 2018 | |||||
Reported (GAAP) | $ | 184,664 | $ | 159,268 | |||
Operational Improvement Initiatives (a) | 712 | 344 | |||||
Acquisition Related Costs (b) | — | (1 | ) | ||||
Integration Related Costs (c) | 10,511 | 958 | |||||
Restructuring and Other Charges, net (d) | 3,716 | 927 | |||||
Losses (Gains) on Sale of Assets | 372 | (1,630 | ) | ||||
FDA Mandated Product Recall (e) | 250 | (9,800 | ) | ||||
Frutarom Acquisition Related Costs (g) | (2,914 | ) | 14,341 | ||||
Compliance Review & Legal Defense Costs (h) | 3,623 | — | |||||
Adjusted (Non-GAAP) | $ | 200,934 | $ | 164,407 |
Reconciliation of Adjusted (Non-GAAP) Operating Profit Margin ex. Amortization | |||||||
(DOLLARS IN THOUSANDS) | Third Quarter | ||||||
Numerator | 2019 | 2018 | |||||
Adjusted (Non-GAAP) Operating Profit | $ | 200,934 | $ | 164,407 | |||
Amortization of Acquisition related Intangible Assets | 48,430 | 9,003 | |||||
Adjusted (Non-GAAP) Operating Profit ex. Amortization | 249,364 | 173,410 | |||||
Denominator | |||||||
Sales | 1,267,345 | 907,548 | |||||
Adjusted (Non-GAAP) Operating Profit Margin ex. Amortization | 19.7 | % | 19.1 | % |
Reconciliation of Net Income | |||||||||||||||||||||||||||||||
Third Quarter | |||||||||||||||||||||||||||||||
2019 | 2018 | ||||||||||||||||||||||||||||||
(DOLLARS IN THOUSANDS) | Income before taxes | Taxes on income (j) | Net Income Attributable to IFF (k) | Diluted EPS (l) | Income before taxes | Taxes on income (j) | Net Income Attributable to IFF | Diluted EPS | |||||||||||||||||||||||
Reported (GAAP) | $ | 156,866 | $ | 27,059 | $ | 127,124 | $ | 1.13 | $ | 100,702 | $ | 4,986 | $ | 95,716 | $ | 1.17 | |||||||||||||||
Operational Improvement Initiatives (a) | 712 | 243 | 469 | — | 345 | 125 | 220 | — | |||||||||||||||||||||||
Acquisition Related Costs (b) | (3,371 | ) | — | (3,371 | ) | (0.03 | ) | (1 | ) | 1 | (2 | ) | — | ||||||||||||||||||
Integration Related Costs (c) | 10,511 | 2,347 | 8,164 | 0.07 | 959 | 237 | 722 | 0.01 | |||||||||||||||||||||||
Restructuring and Other Charges, net (d) | 3,716 | 811 | 2,905 | 0.03 | 927 | 228 | 699 | 0.01 | |||||||||||||||||||||||
Losses (Gains) on Sale of Assets | 372 | 98 | 274 | — | (1,630 | ) | (387 | ) | (1,243 | ) | (0.02 | ) | |||||||||||||||||||
FDA Mandated Product Recall (e) | 250 | 57 | 193 | — | (9,800 | ) | (2,344 | ) | (7,456 | ) | (0.09 | ) | |||||||||||||||||||
U.S. Tax Reform (f) | — | — | — | — | — | 8,151 | (8,151 | ) | (0.10 | ) | |||||||||||||||||||||
Frutarom Acquisition Related Costs (g) | (2,914 | ) | (715 | ) | (2,199 | ) | (0.02 | ) | 54,994 | 9,561 | 45,433 | 0.56 | |||||||||||||||||||
Compliance Review & Legal Defense Costs (h) | 3,623 | 827 | 2,796 | 0.02 | — | — | — | — | |||||||||||||||||||||||
Redemption value adjustment to EPS (i) | — | — | — | (0.02 | ) | — | — | — | — | ||||||||||||||||||||||
Adjusted (Non-GAAP) | $ | 169,765 | $ | 30,727 | $ | 136,355 | $ | 1.20 | $ | 146,496 | $ | 20,558 | $ | 125,938 | $ | 1.54 |
Reconciliation of Adjusted (Non-GAAP) EPS ex. Amortization | |||||||
Third Quarter | |||||||
(DOLLARS AND SHARE AMOUNTS IN THOUSANDS) | 2019 | 2018 | |||||
Numerator | |||||||
Adjusted (Non-GAAP) Net Income | $ | 136,355 | $ | 125,938 | |||
Amortization of Acquisition related Intangible Assets | 48,430 | 9,003 | |||||
Tax impact on Amortization of Acquisition related Intangible Assets (j) | 10,961 | 2,340 | |||||
Amortization of Acquisition related Intangible Assets, net of tax (m) | 37,469 | 6,663 | |||||
Adjusted (Non-GAAP) Net Income ex. Amortization | 173,824 | 132,601 | |||||
Denominator | |||||||
Weighted average shares assuming dilution (diluted) | 113,493 | 81,647 | |||||
Adjusted (Non-GAAP) EPS ex. Amortization | $ | 1.53 | $ | 1.62 |
(a) | For 2019, represents accelerated depreciation related to a plant relocation in India and China. For 2018, represents accelerated depreciation related to a plant relocation in India and Taiwan. | ||||||||||||||
(b) | For 2019, represents adjustments to the fair value for an equity method investment in Canada which we began consolidating in the second quarter. | ||||||||||||||
(c) | For 2019, represents costs related to the integration of the Frutarom acquisition, principally advisory services. For 2018, represents costs related to the integration of David Michael and Frutarom. | ||||||||||||||
(d) | For 2019, represents costs primarily related to the Frutarom Integration Initiative and the 2019 Severance Charges program. For 2018, represents severance costs related to the 2017 Productivity Program. | ||||||||||||||
(e) | For 2019, represents additional claims that management will pay to co-packers. For 2018, represents recoveries from the supplier for the third quarter, partially offset by final payments to the customer made for the affected product in the first quarter. | ||||||||||||||
(f) | Represents charges incurred related to enactment of certain U.S. tax legislation changes in December 2017. | ||||||||||||||
(g) | Represents transaction-related costs and expenses related to the acquisition of Frutarom. For 2019, amount primarily relates to a measurement period adjustment to the amount of the inventory "step-up" recorded. For 2018, amount primarily includes $28.8 million of bridge loan commitment fees partially offset by $25.3 million net mark-to-market gains on deal-contingent interest rate derivatives included in Interest expense; $34.9 million make whole payment on the Senior Notes - 2007 and $3.9 million realized loss on a fair value hedge included in Loss on extinguishment of debt; $1.9 million realized gain on a foreign currency derivative included in Other income; and $14.3 million of transaction costs included in administrative expenses. | ||||||||||||||
(h) | Costs related to reviewing the nature of inappropriate payments and review of compliance in certain other countries. In addition, includes legal costs for related shareholder lawsuits. | ||||||||||||||
(i) | Represents the adjustment to EPS related to the excess of the redemption value of certain redeemable noncontrolling interests over their existing carrying value. | ||||||||||||||
(j) | The income tax expense (benefit) on non-GAAP adjustments is computed in accordance with ASC 740 using the same methodology as the GAAP provision of income taxes. Income tax effects of non-GAAP adjustments are calculated based on the applicable statutory tax rate for each jurisdiction in which such charges were incurred, except for those items which are non-taxable for which the tax expense (benefit) was calculated at 0%. For fiscal year 2019, these non-GAAP adjustments were not subject to foreign tax credits or valuation allowances, but to the extent that such factors are applicable to any future non-GAAP adjustments we will take such factors into consideration in calculating the tax expense (benefit). For amortization, the tax benefit has been calculated based on the statutory rate on a country by country basis. | ||||||||||||||
(k) | For 2019, net income is reduced by income attributable to noncontrolling interest of $2.7M. | ||||||||||||||
(l) | The sum of these items does not foot due to rounding. | ||||||||||||||
(m) | Represents all amortization of intangible assets acquired in connection with acquisitions, net of tax. |
Reconciliation of Gross Profit | |||||||
Third Quarter Year-to-Date | |||||||
(DOLLARS IN THOUSANDS) | 2019 | 2018 | |||||
Reported (GAAP) | $ | 1,610,586 | $ | 1,205,192 | |||
Operational Improvement Initiatives (a) | 1,651 | 1,254 | |||||
Integration Related Costs (c) | 508 | 18 | |||||
FDA Mandated Product Recall (e) | 250 | (4,800 | ) | ||||
Frutarom Acquisition Related Costs (g) | 4,247 | — | |||||
Adjusted (Non-GAAP) | $ | 1,617,242 | $ | 1,201,664 |
Reconciliation of Selling and Administrative Expenses | |||||||
Third Quarter Year-to-Date | |||||||
(DOLLARS IN THOUSANDS) | 2019 | 2018 | |||||
Reported (GAAP) | $ | 634,111 | $ | 457,847 | |||
Acquisition Related Costs (b) | — | 519 | |||||
Integration Related Costs (c) | (35,647 | ) | (915 | ) | |||
Frutarom Acquisition Related Costs (g) | (937 | ) | (26,796 | ) | |||
Compliance Review & Legal Defense Costs (h) | (3,623 | ) | |||||
Adjusted (Non-GAAP) | $ | 593,904 | $ | 430,655 |
Reconciliation of Operating Profit | |||||||
Third Quarter Year-to-Date | |||||||
(DOLLARS IN THOUSANDS) | 2019 | 2018 | |||||
Reported (GAAP) | $ | 548,471 | $ | 488,633 | |||
Operational Improvement Initiatives (a) | 1,652 | 1,773 | |||||
Acquisition Related Costs (b) | — | (519 | ) | ||||
Integration Related Costs (c) | 36,825 | 1,951 | |||||
Restructuring and Other Charges, net (d) | 22,415 | 1,837 | |||||
Losses (Gains) on Sale of Assets | 1,136 | (435 | ) | ||||
FDA Mandated Product Recall (e) | 250 | (4,800 | ) | ||||
Frutarom Acquisition Related Costs (g) | 5,182 | 26,796 | |||||
Compliance Review & Legal Defense Costs (h) | 3,623 | — | |||||
Adjusted (Non-GAAP) | $ | 619,554 | $ | 515,236 |
Reconciliation of Net Income | |||||||||||||||||||||||||||||||
Third Quarter Year-to-Date | |||||||||||||||||||||||||||||||
2019 | 2018 | ||||||||||||||||||||||||||||||
(DOLLARS IN THOUSANDS) | Income before taxes | Taxes on income (j) | Net Income Attributable to IFF (k) | Diluted EPS | Income before taxes | Taxes on income (j) | Net Income Attributable to IFF | Diluted EPS (l) | |||||||||||||||||||||||
Reported (GAAP) | $ | 460,923 | $ | 81,033 | $ | 372,330 | $ | 3.30 | $ | 381,457 | $ | 57,176 | $ | 324,281 | $ | 4.04 | |||||||||||||||
Operational Improvement Initiatives (a) | 1,652 | 561 | 1,091 | 0.01 | 1,774 | 561 | 1,213 | 0.02 | |||||||||||||||||||||||
Acquisition Related Costs (b) | (3,371 | ) | — | (3,371 | ) | (0.03 | ) | (519 | ) | (134 | ) | (385 | ) | — | |||||||||||||||||
Integration Related Costs (c) | 36,825 | 8,270 | 28,555 | 0.25 | 1,952 | 237 | 1,715 | 0.02 | |||||||||||||||||||||||
Restructuring and Other Charges, net (d) | 22,415 | 5,394 | 17,021 | 0.16 | 1,837 | 443 | 1,394 | 0.02 | |||||||||||||||||||||||
Losses (Gains) on Sale of Assets | 1,136 | 290 | 846 | 0.01 | (435 | ) | (141 | ) | (294 | ) | — | ||||||||||||||||||||
FDA Mandated Product Recall (e) | 250 | 57 | 193 | — | (4,800 | ) | (1,148 | ) | (3,652 | ) | (0.05 | ) | |||||||||||||||||||
U.S. Tax Reform (f) | — | — | — | — | — | 7,502 | (7,502 | ) | (0.09 | ) | |||||||||||||||||||||
Frutarom Acquisition Related Costs (g) | 5,182 | 672 | 4,510 | 0.04 | 91,983 | 16,104 | 75,879 | 0.95 | |||||||||||||||||||||||
Compliance Review & Legal Defense Costs (h) | 3,623 | 827 | 2,796 | 0.02 | — | — | — | — | |||||||||||||||||||||||
Redemption value adjustment to EPS (i) | — | — | — | (0.02 | ) | — | — | — | — | ||||||||||||||||||||||
Adjusted (Non-GAAP) | $ | 528,635 | $ | 97,104 | $ | 423,971 | $ | 3.74 | $ | 473,249 | $ | 80,600 | $ | 392,649 | $ | 4.89 |
Reconciliation of Adjusted (Non-GAAP) EPS ex. Amortization | |||||||
Third Quarter Year-to-Date | |||||||
(DOLLARS AND SHARE AMOUNTS IN THOUSANDS) | 2019 | 2018 | |||||
Numerator | |||||||
Adjusted (Non-GAAP) Net Income | $ | 423,971 | $ | 392,649 | |||
Amortization of Acquisition related Intangible Assets | 143,964 | 27,772 | |||||
Tax impact on Amortization of Acquisition related Intangible Assets (j) | 33,792 | 8,013 | |||||
Amortization of Acquisition related Intangible Assets, net of tax (m) | 110,172 | 19,759 | |||||
Adjusted (Non-GAAP) Net Income ex. Amortization | 534,143 | 412,408 | |||||
Denominator | |||||||
Weighted average shares assuming dilution (diluted) | 113,133 | 80,115 | |||||
Adjusted (Non-GAAP) EPS ex. Amortization | $ | 4.72 | $ | 5.14 |
(a) | For 2019, represents accelerated depreciation related to a plant relocation in India and China. For 2018, represents accelerated depreciation related to a plant relocation in India and Taiwan. | ||||||||||||||
(b) | For 2019, represents adjustments to the fair value for an equity method investment in Canada which we began consolidating in the second quarter. For 2018, represents adjustments to the contingent consideration payable for PowderPure, and transaction costs related to Fragrance Resources and PowderPure within Selling and administrative expenses. | ||||||||||||||
(c) | For 2019, represents costs related to the integration of the Frutarom acquisition, principally advisory services. For 2018, represents costs related to the integration of David Michael and Frutarom. | ||||||||||||||
(d) | For 2019, represents costs primarily related to the Frutarom Integration Initiative and the 2019 Severance Charges program. For 2018, represents severance costs related to the 2017 Productivity Program. | ||||||||||||||
(e) | For 2019, represents additional claims that management will pay to co-packers. For 2018, represents recoveries from the supplier for the third quarter, partially offset by final payments to the customer made for the affected product in the first quarter. | ||||||||||||||
(f) | Represents charges incurred related to enactment of certain U.S. tax legislation changes in December 2017. | ||||||||||||||
(g) | Represents transaction-related costs and expenses related to the acquisition of Frutarom. For 2019, amount primarily includes amortization for inventory "step-up" costs and transaction costs. For 2018, amount primarily includes $39.4 million of bridge loan commitment fees included in Interest expense; $34.9 million make whole payment on the Senior Notes - 2007 and $3.9 million realized loss on a fair value hedge included in Loss on extinguishment of debt; $12.5 million realized gain on a foreign currency derivative included in Other income; and $26.8 million of transaction costs included in administrative expenses. | ||||||||||||||
(h) | Costs related to reviewing the nature of inappropriate payments and review of compliance in certain other countries. In addition, includes legal costs for related shareholder lawsuits. | ||||||||||||||
(i) | Represents the adjustment to EPS related to the excess of the redemption value of certain redeemable noncontrolling interests over their existing carrying value. | ||||||||||||||
(j) | The income tax expense (benefit) on non-GAAP adjustments is computed in accordance with ASC 740 using the same methodology as the GAAP provision of income taxes. Income tax effects of non-GAAP adjustments are calculated based on the applicable statutory tax rate for each jurisdiction in which such charges were incurred, except for those items which are non-taxable for which the tax expense (benefit) was calculated at 0%. For fiscal year 2019, these non-GAAP adjustments were not subject to foreign tax credits or valuation allowances, but to the extent that such factors are applicable to any future non-GAAP adjustments we will take such factors into consideration in calculating the tax expense (benefit). For amortization, the tax benefit has been calculated based on the statutory rate on a country by country basis. | ||||||||||||||
(k) | For 2019, net income is reduced by income attributable to noncontrolling interest of $7.6M. | ||||||||||||||
(l) | The sum of these items does not foot due to rounding. | ||||||||||||||
(m) | Represents all amortization of intangible assets acquired in connection with acquisitions, net of tax. |