Sensient Technologies - 10-Q quarterly report FY2023 Q3

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended:

September 30, 2023

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

For the transition period from

Commission file number: 001-07626

Sensient Technologies Corporation

(Exact name of registrant as specified in its charter)

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

777 EAST WISCONSIN AVENUE,MILWAUKEE, WISCONSIN 53202-5304

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(414) 271-6755

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.10 per share	SXT	New York Stock Exchange LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at October 31, 2023
Common Stock, par value $0.10 per share		42,249,509

SENSIENT TECHNOLOGIES CORPORATION

INDEX

			Page No.

PART I. FINANCIAL INFORMATION:

	Item 1.	Financial Statements:

		Consolidated Statements of Earnings ‑ Three and Nine Months Ended September 30, 2023 and 2022.	1

		Consolidated Condensed Statements of Comprehensive Income ‑ Three and Nine Months Ended September 30, 2023 and 2022.	2

		Consolidated Balance Sheets - September 30, 2023 and December 31, 2022.	3

		Consolidated Statements of Cash Flows ‑ Nine Months Ended September 30, 2023 and 2022.	4

		Consolidated Statements of Shareholders’ Equity ‑ Three and Nine Months Ended September 30, 2023 and 2022.	5

		Notes to Consolidated Condensed Financial Statements.	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	17

	Item 4.	Controls and Procedures.	17

PART II. OTHER INFORMATION:

	Item 1.	Legal Proceedings.	18

	Item 1A.	Risk Factors.	18

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	18

	Item 5.	Other Information.	18

	Item 6.	Exhibits.	18

		Exhibit Index.	19

		Signatures.	20

Index

PART I.

FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

SENSIENT TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OFEARNINGS

(In thousands except per share amounts)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

Revenue	$	363,829	$	361,076	$	1,107,148	$	1,088,303
Cost of products sold		250,202		239,318		746,681		710,696
Selling and administrative expenses		69,096		74,265		213,507		222,081
Operating income		44,531		47,493		146,960		155,526
Interest expense		6,294		3,672		18,648		9,748
Earnings before income taxes		38,237		43,821		128,312		145,778
Income taxes		6,694		7,773		29,085		34,012
Net earnings	$	31,543	$	36,048	$	99,227	$	111,766

Weighted average number of common shares outstanding:
Basic		42,045		41,896		42,020		41,885
Diluted		42,233		42,242		42,241		42,199

Earnings per common share:
Basic	$	0.75	$	0.86	$	2.36	$	2.67
Diluted	$	0.75	$	0.85	$	2.35	$	2.65

Dividends declared per common share	$	0.41	$	0.41	$	1.23	$	1.23

See accompanying notes to consolidated condensed financial statements.

Index

SENSIENT TECHNOLOGIES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OFCOMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

Comprehensive income	$	18,229	$	8,997	$	109,380	$	56,171

See accompanying notes to consolidated condensed financial statements.

Index

SENSIENT TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands)

	September 30, 2023 (Unaudited)			December 31, 2022
Assets
Current Assets:
Cash and cash equivalents	$	31,985		$	20,921
Trade accounts receivable		284,668			302,109
Inventories		587,024			564,110
Prepaid expenses and other current assets		41,477			47,640

Total current assets		945,154			934,780

Other assets		94,646			96,609
Deferred tax assets		30,857			32,717
Intangible assets, net		17,352			18,600
Goodwill		415,618			415,715
Property, Plant, and Equipment:
Land		31,269			31,444
Buildings		336,152			322,268
Machinery and equipment		759,191			722,294
Construction in progress		71,223			65,809
		1,197,835			1,141,815
Less accumulated depreciation		(691,286	)		(658,622	)
		506,549			483,193

Total assets	$	2,010,176		$	1,981,614

Liabilities and Shareholders’ Equity

Current Liabilities:
Trade accounts payable	$	110,973		$	142,365
Accrued salaries, wages, and withholdings from employees		26,818			43,738
Other accrued expenses		55,676			51,231
Income taxes		7,543			14,446
Short-term borrowings		22,807			20,373

Total current liabilities		223,817			272,153

Deferred tax liabilities		16,202			15,977
Other liabilities		37,115			37,191
Accrued employee and retiree benefits		26,830			26,364
Long-term debt		648,556			630,331
Shareholders’ Equity:
Common stock		5,396			5,396
Additional paid-in capital		116,775			124,043
Earnings reinvested in the business		1,750,027			1,702,700
Treasury stock, at cost		(624,007	)		(631,853	)
Accumulated other comprehensive loss		(190,535	)		(200,688	)

Total shareholders’ equity		1,057,656			999,598

Total liabilities and shareholders’ equity	$	2,010,176		$	1,981,614

See accompanying notes to consolidated condensed financial statements.

Index

SENSIENT TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OFCASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	2023			2022

Cash flows from operating activities:
Net earnings	$	99,227		$	111,766
Adjustments to arrive at net cash provided by operating activities:
Depreciation and amortization		43,360			39,262
Share-based compensation expense		7,285			12,476
Net (gain) loss on assets		(81	)		283
Deferred income taxes		2,082			20,465
Changes in operating assets and liabilities:
Trade accounts receivable		18,830			(39,520	)
Inventories		(21,455	)		(112,021	)
Prepaid expenses and other assets		842			(39,598	)
Accounts payable and other accrued expenses		(20,572	)		24,110
Accrued salaries, wages, and withholdings from employees		(16,749	)		1,819
Income taxes		(6,536	)		(4,342	)
Other liabilities		587			198

Net cash provided by operating activities		106,820			14,898

Cash flows from investing activities:
Acquisition of property, plant, and equipment		(67,718	)		(51,703	)
Proceeds from sale of assets		130			94
Acquisition of new business		-			(1,048	)
Other investing activities		2,036			947

Net cash used in investing activities		(65,552	)		(51,710	)

Cash flows from financing activities:
Proceeds from additional borrowings		197,577			187,715
Debt payments		(174,083	)		(87,657	)
Dividends paid		(51,900	)		(51,681	)
Other financing activities		(8,034	)		(2,056	)

Net cash (used in) provided by financing activities		(36,440	)		46,321

Effect of exchange rate changes on cash and cash equivalents		6,236			11,330

Net increase in cash and cash equivalents		11,064			20,839
Cash and cash equivalents at beginning of period		20,921			25,740
Cash and cash equivalents at end of period	$	31,985		$	46,579

See accompanying notes to consolidated condensed financial statements.

Index

SENSIENT TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OFSHAREHOLDERS’EQUITY

(In thousands, except share and per share amounts)

(Unaudited)

									Treasury Stock
Three Months Ended September 30, 2023	Common Stock		Additional Paid-In Capital			Earnings Reinvested in the Business			Shares			Amount			Accumulated Other Comprehensive Income (Loss)			Total Equity
Balances at June 30, 2023	$	5,396	$	114,330		$	1,735,807			11,909,833		$	(624,048	)	$	(177,221	)	$	1,054,264
Net earnings		-		-			31,543			-			-			-			31,543
Other comprehensive loss		-		-			-			-			-			(13,314	)		(13,314	)
Cash dividends paid – $0.41 per share		-		-			(17,323	)		-			-			-			(17,323	)
Share-based compensation		-		2,519			-			-			-			-			2,519
Non-vested stock issued upon vesting		-		(67	)		-			(1,285	)		67			-			-
Other		-		(7	)		-			492			(26	)		-			(33	)
Balances at September 30, 2023	$	5,396	$	116,775		$	1,750,027			11,909,040		$	(624,007	)	$	(190,535	)	$	1,057,656

Three Months Ended September 30, 2022
Balances at June 30, 2022	$	5,396	$	116,596	$	1,672,000		12,058,773	$	(631,853	)	$	(203,172	)	$	958,967
Net earnings		-		-		36,048		-		-			-			36,048
Other comprehensive loss		-		-		-		-		-			(27,051	)		(27,051	)
Cash dividends paid – $0.41 per share		-		-		(17,235	)	-		-			-			(17,235	)
Share-based compensation		-		3,785		-		-		-			-			3,785
Balances at September 30, 2022	$	5,396	$	120,381	$	1,690,813		12,058,773	$	(631,853	)	$	(230,223	)	$	954,514

Nine Months Ended September 30, 2023
Balances at December 31, 2022	$	5,396	$	124,043		$	1,702,700		12,058,773		$	(631,853	)	$	(200,688	)	$	999,598
Net earnings		-		-			99,227		-			-			-			99,227
Other comprehensive income		-		-			-		-			-			10,153			10,153
Cash dividends paid – $1.23 per share		-		-			(51,900	)	-			-			-			(51,900	)
Share-based compensation		-		7,285			-		-			-			-			7,285
Non-vested stock issued upon vesting		-		(12,686	)		-		(242,110	)		12,686			-			-
Benefit plans		-		375			-		(18,172	)		952			-			1,327
Other		-		(2,242	)		-		110,549			(5,792	)		-			(8,034	)
Balances at September 30, 2023	$	5,396	$	116,775		$	1,750,027		11,909,040		$	(624,007	)	$	(190,535	)	$	1,057,656

Nine Months Ended September 30, 2022
Balances at December 31, 2021	$	5,396	$	111,352		$	1,630,713		12,107,549		$	(634,408	)	$	(174,628	)	$	938,425
Net earnings		-		-			111,766		-			-			-			111,766
Other comprehensive loss		-		-			-		-			-			(55,595	)		(55,595	)
Cash dividends paid – $1.23 per share		-		-			(51,681	)	-			-			-			(51,681	)
Share-based compensation		-		12,476			-		-			-			-			12,476
Non-vested stock issued upon vesting		-		(3,239	)		-		(61,821	)		3,239			-			-
Benefit plans		-		560			-		(11,786	)		618			-			1,178
Other		-		(768	)		15		24,831			(1,302	)		-			(2,055	)
Balances at September 30, 2022	$	5,396	$	120,381		$	1,690,813		12,058,773		$	(631,853	)	$	(230,223	)	$	954,514

See accompanying notes to consolidated condensed financial statements.

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SENSIENT TECHNOLOGIES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1.	Accounting Policies

In the opinion of Sensient Technologies Corporation (the Company), the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) that are necessary to present fairly the financial position of the Company as of September 30, 2023, and the results of operations, comprehensive income, and shareholders’ equity for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

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

Please refer to the notes in the Company’s annual consolidated financial statements for the year ended December 31, 2022, for additional details of the Company’s financial condition and a description of the Company’s accounting policies, which have been continued without change.

2.	Acquisition

On October 3, 2022, the Company acquired Endemix Doğal Maddeler A.Ş. and Teknoloji Yatırımları ve Danışmanlık Sanayi ve Ticaret A.Ş. (collectively, Endemix), a natural colors business located in Turkey. The Company paid $23.3 million in cash for this acquisition, which is net of $1.3 million in debt assumed, with $1.7 million of such amount being held back by the Company for 12 months to satisfy any indemnification claims that may arise. The assets acquired and liabilities assumed were recorded at their estimated fair value as of the acquisition date. The Company acquired net assets of $8.9 million and identified intangible assets, principally technological know-how and customer relationships, of $4.9 million. The remaining $9.5 million was allocated to goodwill. This business is part of the Color segment.

3.	Trade Accounts Receivable

Trade accounts receivables are recorded at their face amount, less an allowance for expected losses on doubtful accounts. The allowance for doubtful accounts is calculated based on customer-specific analysis and an aging methodology using historical loss information. The Company believes historical loss information is a reasonable basis for expected credit losses as the Company’s historical credit loss experience correlates with its customer delinquency status. This information is also adjusted for any known current economic conditions. Forecasted economic conditions have not had a significant impact on the current credit loss estimate due to the short-term nature of the Company’s customer receivables; however, the Company will continue to monitor and evaluate as economic conditions change. Additionally, as the Company only has oneportfolio segment, there are not different risks between portfolios. Specific accounts are written off against the allowance for doubtful accounts when the receivable is deemed no longer collectible.

The following table summarizes the changes in the allowance for doubtful accounts during the three and nine month periods ended September 30, 2023 and 2022:

(In thousands) Three Months Ended September 30, 2023	Allowance for Doubtful Accounts
Balance at June 30, 2023	$	4,293
Provision for expected credit losses		13
Accounts written off		(244	)
Translation and other activity		(76	)
Balance at September 30, 2023	$	3,986

(In thousands) Three Months Ended September 30, 2022	Allowance for Doubtful Accounts
Balance at June 30, 2022	$	4,494
Provision for expected credit losses		51
Accounts written off		(33	)
Translation and other activity		(105	)
Balance at September 30, 2022	$	4,407

(In thousands) Nine Months Ended September 30, 2023	Allowance for Doubtful Accounts
Balance at December 31, 2022	$	4,436
Provision for expected credit losses		504
Accounts written off		(1,051	)
Translation and other activity		97
Balance at September 30, 2023	$	3,986

(In thousands) Nine Months Ended September 30, 2022	Allowance for Doubtful Accounts
Balance at December 31, 2021	$	4,877
Provision for expected credit losses		883
Accounts written off		(1,129	)
Translation and other activity		(224	)
Balance at September 30, 2022	$	4,407

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4.	Inventories

At September 30, 2023, and December 31, 2022, inventories included finished and in-process products totaling $414.8 million and $385.2 million, respectively, and raw materials and supplies of $172.2 million and $178.9 million, respectively.

Debt

On May 31, 2023, the Company entered into an agreement to issue $75 million and €40 million in five-year, fixed-rate, senior notes at coupon rates of 4.94% and4.15%, respectively. The notes were issued on May 31, 2023, and proceeds have been used to repay a portion of existing indebtedness under the Company’s Third Amended and Restated Credit Agreement, as amended. The notes will mature in May 2028.

On August 31, 2023, the Company entered into Amendment No. 10 (Amendment) to the Receivables Purchase Agreement, dated as of October 3, 2016. The Amendment extended the termination date from August 31, 2023 to August 30, 2024.

6.	Fair Value

Accounting Standards Codification 820, Fair Value Measurement, defines fair value for financial assets and liabilities, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. The carrying values of the Company’s cash and cash equivalents, trade accounts receivable, trade accounts payable, accrued expenses, and short-term borrowings were approximately the same as the fair values as of September 30, 2023 and December 31, 2022. The net fair value of the forward exchange contracts based on current pricing obtained for comparable derivative products (Level 2 inputs) was an asset of $1.0 million and a liability of $0.2 million as of September 30, 2023 and December 31, 2022, respectively. The fair value of the Company’s long-term debt, including current maturities, is estimated using discounted cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements (Level 2 inputs). The carrying value of the long-term debt at September 30, 2023 and December 31, 2022 was $648.8 million and $630.8 million, respectively. The fair value of the long-term debt at September 30, 2023 and December 31, 2022 was $639.5million and $622.2 million, respectively.

7.	Segment Information

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

Index

The Company determines its operating segments based on information utilized by its chief operating decision maker to allocate resources and assess performance. The Company’s threereportable segments are the Flavors & Extracts and Color segments, which are both managed on a product line basis, and the Asia Pacific segment, which is managed on a geographic basis. The Company’s Flavors & Extracts segment produces flavor, extracts, and essential oils products that impart a desired taste, texture, aroma, or other characteristics to a broad range of consumer and other products. The Color segment produces natural and synthetic color systems for use in foods, beverages, pharmaceuticals, and nutraceuticals; colors and other ingredients for personal care, such as active ingredients, solubilizers, and surface treated pigments; pharmaceutical and nutraceutical excipients, such as colors, flavors, coatings, and nutraceutical ingredients; and technical colors for industrial applications. The Asia Pacific segment is managed on a geographic basis and produces and distributes color, flavor, and essential oils products in the Asia Pacific countries. The Company’s corporate expenses and share-based compensation are included in the “Corporate & Other” category.

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

(In thousands)	Flavors & Extracts		Color		Asia Pacific		Corporate & Other			Consolidated
Three months ended September 30, 2023:
Revenue from external customers	$	185,029	$	142,026	$	36,774	$	-		$	363,829
Intersegment revenue		5,968		2,913		-		-			8,881
Total revenue	$	190,997	$	144,939	$	36,774	$	-		$	372,710

Operating income (loss)	$	23,078	$	22,925	$	8,095	$	(9,567	)	$	44,531
Interest expense		-		-		-		6,294			6,294
Earnings (loss) before income taxes	$	23,078	$	22,925	$	8,095	$	(15,861	)	$	38,237

Three months ended September 30, 2022:
Revenue from external customers	$	181,397	$	144,570	$	35,109	$	-		$	361,076
Intersegment revenue		5,649		6,899		112		-			12,660
Total revenue	$	187,046	$	151,469	$	35,221	$	-		$	373,736

Operating income (loss)	$	26,337	$	28,200	$	6,952	$	(13,996	)	$	47,493
Interest expense		-		-		-		3,672			3,672
Earnings (loss) before income taxes	$	26,337	$	28,200	$	6,952	$	(17,668	)	$	43,821

(In thousands)	Flavors & Extracts		Color		Asia Pacific		Corporate & Other			Consolidated
Nine months ended September 30,2023:
Revenue from external customers	$	538,753	$	455,507	$	112,888	$	-		$	1,107,148
Intersegment revenue		19,380		11,056		-		-			30,436
Total revenue	$	558,133	$	466,563	$	112,888	$	-		$	1,137,584

Operating income (loss)	$	69,714	$	84,027	$	24,911	$	(31,692	)	$	146,960
Interest expense		-		-		-		18,648			18,648
Earnings (loss) before income taxes	$	69,714	$	84,027	$	24,911	$	(50,340	)	$	128,312

Nine months ended September 30,2022:
Revenue from external customers	$	539,014	$	440,568	$	108,721	$	-		$	1,088,303
Intersegment revenue		20,096		15,607		293		-			35,996
Total revenue	$	559,110	$	456,175	$	109,014	$	-		$	1,124,299

Operating income (loss)	$	83,929	$	90,035	$	22,877	$	(41,315	)	$	155,526
Interest expense		-		-		-		9,748			9,748
Earnings (loss) before income taxes	$	83,929	$	90,035	$	22,877	$	(51,063	)	$	145,778

Index

Product Lines

(In thousands)	Flavors & Extracts			Color			Asia Pacific			Consolidated
Three months ended September 30, 2023:
Flavors, Extracts & Flavor Ingredients	$	124,697		$	-		$	-		$	124,697
Natural Ingredients		66,300			-			-			66,300
Food & Pharmaceutical Colors		-			107,723			-			107,723
Personal Care		-			37,216			-			37,216
Asia Pacific		-			-			36,774			36,774
Intersegment Revenue		(5,968	)		(2,913	)		-			(8,881	)
Total revenue from external customers	$	185,029		$	142,026		$	36,774		$	363,829

Three months ended September 30, 2022:
Flavors, Extracts & Flavor Ingredients	$	123,945		$	-		$	-		$	123,945
Natural Ingredients		63,101			-			-			63,101
Food & Pharmaceutical Colors		-			111,194			-			111,194
Personal Care		-			39,689			-			39,689
Inks		-			586			-			586
Asia Pacific		-			-			35,221			35,221
Intersegment Revenue		(5,649	)		(6,899	)		(112	)		(12,660	)
Total revenue from external customers	$	181,397		$	144,570		$	35,109		$	361,076

(In thousands)	Flavors & Extracts			Color			Asia Pacific			Consolidated
Nine months ended September 30,2023:
Flavors, Extracts & Flavor Ingredients	$	383,210		$	-		$	-		$	383,210
Natural Ingredients		174,923			-			-			174,923
Food & Pharmaceutical Colors		-			346,635			-			346,635
Personal Care		-			119,928			-			119,928
Asia Pacific		-			-			112,888			112,888
Intersegment Revenue		(19,380	)		(11,056	)		-			(30,436	)
Total revenue from external customers	$	538,753		$	455,507		$	112,888		$	1,107,148

Nine months ended September 30, 2022:
Flavors, Extracts & Flavor Ingredients	$	381,041		$	-		$	-		$	381,041
Natural Ingredients		178,069			-			-			178,069
Food & Pharmaceutical Colors		-			328,087			-			328,087
Personal Care		-			126,651			-			126,651
Inks		-			1,437			-			1,437
Asia Pacific		-			-			109,014			109,014
Intersegment Revenue		(20,096	)		(15,607	)		(293	)		(35,996	)
Total revenue from external customers	$	539,014		$	440,568		$	108,721		$	1,088,303

Index

Geographic Markets

(In thousands)	Flavors & Extracts		Color		Asia Pacific		Consolidated
Three months ended September 30, 2023:
North America	$	147,992	$	75,417	$	-	$	223,409
Europe		25,298		36,816		57		62,171
Asia Pacific		4,881		13,344		35,791		54,016
Other		6,858		16,449		926		24,233
Total revenue from external customers	$	185,029	$	142,026	$	36,774	$	363,829

Three months ended September 30, 2022:
North America	$	142,097	$	74,220	$	27	$	216,344
Europe		26,795		34,591		44		61,430
Asia Pacific		7,091		16,770		34,433		58,294
Other		5,414		18,989		605		25,008
Total revenue from external customers	$	181,397	$	144,570	$	35,109	$	361,076

(In thousands)	Flavors & Extracts		Color		Asia Pacific		Consolidated
Nine months ended September 30,2023:
North America	$	417,095	$	231,348	$	124	$	648,567
Europe		86,092		124,465		184		210,741
Asia Pacific		16,372		47,801		110,380		174,553
Other		19,194		51,893		2,200		73,287
Total revenue from external customers	$	538,753	$	455,507	$	112,888	$	1,107,148

Nine months ended September 30,2022:
North America	$	407,684	$	223,508	$	87	$	631,279
Europe		90,565		116,184		175		206,924
Asia Pacific		23,628		49,199		105,222		178,049
Other		17,137		51,677		3,237		72,051
Total revenue from external customers	$	539,014	$	440,568	$	108,721	$	1,088,303

8.	Retirement Plans

The Company’s components of annual benefit cost for the defined benefit plans for the periods presented are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	2023			2022			2023			2022
Service cost	$	372		$	404		$	1,111		$	1,219
Interest cost		415			235			1,237			719
Expected return on plan assets		(248	)		(194	)		(732	)		(598	)
Recognized actuarial loss		(138	)		12			(415	)		36
Total defined benefit expense	$	401		$	457		$	1,201		$	1,376

The Company’s non-service cost portion of defined benefit expense is recorded in Interest Expense on the Company’s Consolidated Statements of Earnings. The Company’s service cost portion of defined benefit expense is recorded in Selling and Administrative Expenses on the Company’s Consolidated Statements of Earnings.

9.	Derivative Instruments and Hedging Activity

The Company may use forward exchange contracts and foreign currency denominated debt to manage its exposure to foreign exchange risk in order to reduce the effect of fluctuating foreign currencies on short-term foreign currency denominated intercompany transactions, non-functional currency raw material purchases, non-functional currency sales, and other known foreign currency exposures. These forward exchange contracts generally have maturities of less than 18 months. The Company’s primary hedging activities and their accounting treatment are summarized below.

Forward exchange contracts – Certain forward exchange contracts have been designated as cash flow hedges. The Company had $16.1 million and $70.1 million of forward exchange contracts designated as cash flow hedges outstanding as of September 30, 2023 and December 31, 2022, respectively. For the three months ended September 30, 2023, gains of $0.8 million were reclassified into net earnings in the Company’s Consolidated Statement of Earnings that offset the underlying transactions’ impact on earnings in the same period. For the three months ended September 30, 2022, amounts reclassified into net earnings in the Company’s Consolidated Statement of Earnings that offset the underlying transactions’ impact on earnings in the same period were not material. For the nine months ended September 30, 2023 and 2022, gains of $1.4 million and $0.6 million, respectively, were reclassified into net earnings in the Company’s Consolidated Statement of Earnings that offset the underlying transactions’ impact on earnings in the same period. In addition, the Company utilizes forward exchange contracts that are not designated as cash flow hedges. The results of these transactions were not material to the financial statements of the Company.

Index

Net investment hedges – The Company has designated certain foreign currency denominated long-term borrowings as partial hedges of the Company’s foreign currency net asset positions. As of September 30, 2023 and December 31, 2022, the total value of the Company’s net investment hedges was $328.8 million and $315.5 million, respectively. These net investment hedges included Euro and British Pound denominated long-term debt. Changes in the fair value of this debt attributable to changes in the spot foreign exchange rate are recorded in foreign currency translation in Other Comprehensive Income (OCI). For the three months ended September 30, 2023 and 2022, the impact of foreign exchange rates on these debt instruments decreased debt by $11.0 million and $18.4 million, respectively, which has been recorded as foreign currency translation in OCI. For the nine months ended September 30, 2023 and 2022, the impact of foreign exchange rates on these debt instruments decreased debt by $2.8 million and $42.4 million, respectively, which has been recorded as foreign currency translation in OCI.

10.	Income Taxes

The effective income tax rates for the three months ended September 30, 2023 and 2022, were 17.5% and 17.7%, respectively. For the nine months ended September 30, 2023 and 2022, the effective income tax rates were 22.7% and 23.3%, respectively. The effective tax rates for the three and nine months ended September 30, 2023 and 2022, were impacted by changes in estimates associated with changes in valuation allowances, the finalization of prior year foreign tax items, and the mix of foreign earnings.

11.	Accumulated Other Comprehensive Income

The following table summarizes the changes in OCI during the three and nine month periods ended September 30, 2023 and 2022:

(In thousands)	Cash Flow Hedges ⁽¹⁾			Pension Items ⁽¹⁾			Foreign Currency Items			Total
Balances at December 31, 2022	$	(599	)	$	(1,792	)	$	(198,297	)	$	(200,688	)
Other comprehensive income before reclassifications		2,974			-			8,977			11,951
Amounts reclassified from OCI		(1,432	)		(366	)		-			(1,798	)
Balances at September 30, 2023	$	943		$	(2,158	)	$	(189,320	)	$	(190,535	)

(In thousands)	Cash Flow Hedges ⁽¹⁾			Pension Items ⁽¹⁾			Foreign Currency Items			Total
Balances at June 30, 2023	$	1,997		$	(2,036	)	$	(177,182	)	$	(177,221	)
Other comprehensive loss before reclassifications		(239	)		-			(12,138	)		(12,377	)
Amounts reclassified from OCI		(815	)		(122	)		-			(937	)
Balances at September 30, 2023	$	943		$	(2,158	)	$	(189,320	)	$	(190,535	)

(In thousands)	Cash Flow Hedges ⁽¹⁾			Pension Items ⁽¹⁾			Foreign Currency Items			Total
Balances at December 31, 2021	$	206		$	(353	)	$	(174,481	)	$	(174,628	)
Other comprehensive income (loss) before reclassifications		516			-			(55,514	)		(54,998	)
Amounts reclassified from OCI		(621	)		24			-			(597	)
Balances at September 30, 2022	$	101		$	(329	)	$	(229,995	)	$	(230,223	)

Index

(In thousands)	Cash Flow Hedges ⁽¹⁾			Pension Items ⁽¹⁾			Foreign Currency Items			Total
Balances at June 30, 2022	$	(152	)	$	(337	)	$	(202,683	)	$	(203,172	)
Other comprehensive income (loss) before reclassifications		380			-			(27,312	)		(26,932	)
Amounts reclassified from OCI		(127	)		8			-			(119	)
Balances at September 30, 2022	$	101		$	(329	)	$	(229,995	)	$	(230,223	)

(1)

Cash Flow Hedges and Pension Items are net of tax.

12.	Commitments and Contingencies

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

13.	Subsequent Events

On October 19, 2023, the Company announced its quarterly dividend of $0.41 per share would be payable on December 1, 2023.

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that reflect management’s current assumptions and estimates of future economic circumstances, industry conditions, Company performance, and financial results. Forward-looking statements include statements in the future tense, statements referring to any period after September 30, 2023, and statements including the terms “expect,” “believe,” “anticipate,” and other similar terms that express expectations as to future events or conditions. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and other factors that could cause actual events to differ materially from those expressed in the forward-looking statements. A variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results. These factors and assumptions include, among others, the Company’s ability to manage economic and capital market conditions and the impact of recessions and economic downturns; the impact of macroeconomic and geopolitical volatility, including inflation and shortages impacting the availability and cost of raw materials, energy, and other supplies; the availability and cost of labor, logistics, and transportation; the impact and uncertainty created by the COVID-19 pandemic and efforts to manage it on the global economy, including, but not limited to, its effects on our employees, facilities, customers, and suppliers, governmental regulations and restrictions, and general economic conditions; the uncertain impacts of the ongoing conflict between Russia and Ukraine on our supply chain, input costs, including energy and transportation, and on general economic conditions; the pace and nature of new product introductions by the Company and the Company’s customers; the Company’s ability to anticipate and respond to changing consumer preferences and changing technologies; the Company’s ability to successfully implement its growth strategies; the outcome of the Company’s various productivity-improvement and cost-reduction efforts, acquisition and divestiture activities, and operational improvement plan; industry, regulatory, legal, and economic factors related to the Company’s domestic and international business; the effects of tariffs, trade barriers, and disputes; growth in markets for products in which the Company competes; industry and customer acceptance of price increases; actions by competitors; currency exchange rate fluctuations; and the matters discussed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Except to the extent required by applicable law, the Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

OVERVIEW

Revenue

Revenue was $363.8 million and $361.1 million for the three months ended September 30, 2023 and 2022, respectively. The increase in revenue for the three months ended September 30, 2023, was primarily due to increased pricing, offset by lower volumes. Revenue was $1.1 billion for both the nine months ended September 30, 2023 and 2022. Revenue for the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, was impacted by higher prices, partially offset by lower volumes. For the three and nine months ended September 30, 2023, the impact of foreign exchange rates increased consolidated revenue by approximately 3% and 1%, respectively.

Gross Margin

The Company’s gross margin was 31.2% and 33.7% for the three months ended September 30, 2023 and 2022, respectively. The Company’s gross margin was 32.6% and 34.7% for the nine months ended September 30, 2023 and 2022, respectively. The decrease in gross margin for both the three and nine months ended September 30, 2023, was primarily due to the lower volumes, higher input costs, and unfavorable product mix, partially offset by higher prices.

Selling and Administrative Expenses

Selling and administrative expense as a percent of revenue was 19.0% and 20.6% for the three months ended September 30, 2023 and 2022, respectively. Selling and administrative expense as a percent of revenue was 19.3% and 20.4% for the nine months ended September 30, 2023 and 2022, respectively. The decrease in selling and administrative expense as a percent of revenue for the three and nine months ended September 30, 2023, was primarily due to lower performance-based compensation expense in 2023.

Operating Income

Operating income was $44.5 million and $47.5 million for the three months ended September 30, 2023 and 2022, respectively. Operating margins were 12.2% and 13.2% for the three months ended September 30, 2023 and 2022, respectively. The decreases in operating income and operating margin were primarily due to lower volumes, higher input costs, and unfavorable product mix, partially offset by higher pricing and lower performance-based compensation expense in 2023.

Index

Operating income was $147.0 million and $155.5 million for the nine months ended September 30, 2023 and 2022, respectively. Operating margins were 13.3% and 14.3% for the nine months ended September 30, 2023 and 2022, respectively. The decreases in operating income and operating margin were primarily due to higher input costs, lower volumes, and unfavorable product mix, partially offset by higher pricing and lower performance-based compensation expense in 2023.

Interest Expense

Interest expense was $6.3 million and $3.7 million for the three months ended September 30, 2023 and 2022, respectively, and $18.6 million and $9.7 million for the nine months ended September 30, 2023 and 2022, respectively. The increase in interest expense for the three and nine months ended September 30, 2023, was primarily due to an increase in the average interest rate and average debt outstanding.

Income Taxes

The effective income tax rates for the three months ended September 30, 2023 and 2022, were 17.5% and 17.7%, respectively. The effective income tax rates for the nine months ended September 30, 2023 and 2022, were 22.7% and 23.3%, respectively. The effective tax rates for the three and nine months ended September 30, 2023 and 2022, were impacted by changes in estimates associated with changes in valuation allowances, the finalization of prior year foreign tax items, and the mix of foreign earnings.

Acquisition

NON-GAAP FINANCIAL MEASURES

Within the following table, the Company reports certain non-GAAP financial measures, including percentage changes in revenue, operating income, and diluted earnings per share on a local currency basis, which eliminate the effects that result from translating its international operations into U.S. dollars.

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

The following table summarizes the percentage change for the results of the three and nine months ended September 30, 2023, compared to the results for the three and nine months ended September 30, 2022, in the respective financial measures.

	Three Months Ended September 30, 2023									Nine Months Ended September 30, 2023
Revenue	Total			Foreign Exchange Rates			Adjusted Local Currency			Total			Foreign Exchange Rates			Adjusted Local Currency
Flavors & Extracts		2.1	%		2.6	%		(0.5	%)		(0.2	%)		0.9	%		(1.1	%)
Color		(4.3	%)		3.9	%		(8.2	%)		2.3	%		1.2	%		1.1	%
Asia Pacific		4.4	%		0.1	%		4.3	%		3.6	%		(2.5	%)		6.1	%
Total Revenue		0.8	%		2.8	%		(2.0	%)		1.7	%		0.7	%		1.0	%

Operating Income
Flavors & Extracts		(12.4	%)		1.2	%		(13.6	%)		(16.9	%)		0.6	%		(17.5	%)
Color		(18.7	%)		4.7	%		(23.4	%)		(6.7	%)		1.1	%		(7.8	%)
Asia Pacific		16.4	%		0.6	%		15.8	%		8.9	%		(2.7	%)		11.6	%
Corporate & Other		(31.6	%)		0.0	%		(31.6	%)		(23.3	%)		0.0	%		(23.3	%)
Total Operating Income		(6.2	%)		3.6	%		(9.8	%)		(5.5	%)		0.6	%		(6.1	%)
Diluted Earnings per Share		(11.8	%)		3.5	%		(15.3	%)		(11.3	)%		0.4	%		(11.7	%)

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SEGMENT INFORMATION

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

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

Flavors & Extracts

Flavors & Extracts segment revenue was $191.0 million and $187.0 million for the three months ended September 30, 2023 and 2022, respectively, an increase of approximately 2%. The increase was primarily a result of higher revenue in Natural Ingredients due to higher selling prices and volumes. Foreign exchange rates increased segment revenue by approximately 3%.

Flavors & Extracts segment revenue was $558.1 million and $559.1 million for the nine months ended September 30, 2023 and 2022, respectively. The decrease was primarily a result of lower revenue in Natural Ingredients, partially offset by higher revenue in Flavors, Extracts & Flavor Ingredients. The lower revenue in Natural Ingredients was primarily due to lower volumes, partially offset by higher selling prices. The higher revenue in Flavors, Extracts & Flavor Ingredients was primarily due to higher selling prices and the favorable impact of foreign exchange rates that increased segment revenue by approximately 1%, partially offset by lower volumes.

Flavors & Extracts segment operating income was $23.1 million and $26.3 million for the three months ended September 30, 2023 and 2022, respectively, a decrease of approximately 12%. The decrease was primarily a result of lower segment operating income in Natural Ingredients and Flavors, Extracts & Flavor Ingredients. The lower segment operating income in Natural Ingredients was primarily a result of higher raw material costs and an unfavorable product mix, partially offset by higher selling prices. The lower segment operating income in Flavors, Extracts & Flavor Ingredients was primarily a result of higher raw material costs, lower volumes, and an unfavorable product mix, partially offset by higher selling prices. Foreign exchange rates increased segment operating income by approximately 1%. Segment operating income as a percent of revenue was 12.1% in the current quarter compared to 14.1% in the prior year’s comparable quarter.

Flavors & Extracts segment operating income was $69.7 million and $83.9 million for the nine months ended September 30, 2023 and 2022, respectively, a decrease of approximately 17%. The decrease was primarily a result of lower segment operating income in Natural Ingredients and Flavors, Extracts & Flavor Ingredients. The lower segment operating income in Natural Ingredients was primarily a result of higher raw material costs, lower volumes, and an unfavorable product mix, partially offset by higher selling prices and lower manufacturing and other costs. The lower segment operating income in Flavors, Extracts & Flavor Ingredients was primarily a result of higher raw material and manufacturing and other costs and lower volumes, partially offset by higher selling prices. Foreign exchange rates increased segment operating income by approximately 1%. Segment operating income as a percent of revenue was 12.5% in the current nine month period compared to 15.0% in the prior year’s comparable nine month period.

Color

Color segment revenue was $144.9 million and $151.5 million for the three months ended September 30, 2023 and 2022, respectively, a decrease of approximately 4%. The decrease was a result of lower revenue in Food & Pharmaceutical Colors and Personal Care due to lower volumes, partially offset by higher selling prices and the favorable impact of foreign exchange rates that increased segment revenue by approximately 4%. The lower volumes in Food & Pharmaceutical Colors were also partially offset by the favorable impact of the acquisition of Endemix in October 2022.

Color segment revenue was $466.6 million and $456.2 million for the nine months ended September 30, 2023 and 2022, respectively, an increase of approximately 2%. The increase was a result of higher revenue in Food & Pharmaceutical Colors, partially offset by lower revenue in Personal Care. The higher revenue in Food & Pharmaceutical Colors was primarily due to higher selling prices, the acquisition of Endemix in October 2022, and the favorable impact of foreign exchange rates that increased segment revenue by approximately 1%, partially offset by lower volumes. The lower revenue in Personal Care was primarily due to lower volumes, partially offset by higher selling prices.

Index

Segment operating income for the Color segment was $22.9 million and $28.2 million for the three months ended September 30, 2023 and 2022, respectively, a decrease of approximately 19%. The decrease in segment operating income was a result of lower operating income in Food & Pharmaceutical Colors and Personal Care. The lower operating income in Food & Pharmaceutical Colors was due to higher raw material costs and lower volumes, partially offset by higher selling prices and lower manufacturing and other costs. The lower operating income in Personal Care was due to higher raw material and manufacturing and other costs and lower volumes, partially offset by higher selling prices. Foreign exchange rates increased segment operating income by approximately 5%. Segment operating income as a percent of revenue was 15.8% in the current quarter and 18.6% in the prior year’s comparable quarter.

Segment operating income for the Color segment was $84.0 million and $90.0 million for the nine months ended September 30, 2023 and 2022, respectively, a decrease of approximately 7%. The decrease in segment operating income was a result of lower operating income in Personal Care, partially offset by higher operating income in Food & Pharmaceutical Colors. The lower operating income in Personal Care was primarily due to higher raw material and manufacturing and other costs and lower volumes, partially offset by higher selling prices. The higher operating income in Food & Pharmaceutical Colors was primarily due to higher selling prices, partially offset by higher raw material costs, lower volumes, and an unfavorable product mix. Foreign exchange rates increased segment operating income by approximately 1%. Segment operating income as a percent of revenue was 18.0% in the current nine month period and 19.7% in the prior year’s comparable period.

Asia Pacific

Segment revenue for the Asia Pacific segment was $36.8 million and $35.2 million for the three months ended September 30, 2023 and 2022, respectively, an increase of approximately 4%. The increase was primarily a result of higher selling prices. Foreign exchange rates had an immaterial impact on segment revenue for the three months ended September 30, 2023.

Segment revenue for the Asia Pacific segment was $112.9 million and $109.0 million for the nine months ended September 30, 2023 and 2022, respectively, an increase of approximately 4%. The increase was primarily a result of higher selling prices, partially offset by the unfavorable impact of foreign exchange rates, which decreased segment revenue by approximately 3%.

Segment operating income for the Asia Pacific segment was $8.1 million and $7.0 million for the three months ended September 30, 2023 and 2022, respectively, an increase of approximately 16%. The increase was primarily a result of higher selling prices and the favorable impact of foreign exchange rates that increased segment operating income by approximately 1%, partially offset by higher raw material costs. Segment operating income as a percent of revenue was 22.0% in the current quarter and 19.7% in the prior year’s comparable quarter.

Segment operating income for the Asia Pacific segment was $24.9 million and $22.9 million for the nine months ended September 30, 2023 and 2022, respectively, an increase of approximately 9%. The increase was primarily a result of higher selling prices, partially offset by higher raw material costs and the unfavorable impact of foreign exchange rates that decreased segment operating income by approximately 3%. Segment operating income as a percent of revenue was 22.1% in the current nine month period and 21.0% in the prior year’s comparable period.

Corporate & Other

The Corporate & Other operating expense was $9.6 million and $14.0 million for the three months ended September 30, 2023 and 2022, respectively. The Corporate & Other operating expense was $31.7 million and $41.3 million for the nine months ended September 30, 2023 and 2022, respectively. The lower operating expense for both the three and nine months ended September 30, 2023, was primarily due to lower performance-based compensation expense in 2023.

LIQUIDITY AND FINANCIAL CONDITION

Financial Condition

The Company’s financial position remains strong. The Company is in compliance with its loan covenants calculated in accordance with applicable agreements as of September 30, 2023. The Company expects its cash flow from operations and its existing debt capacity can be used to meet anticipated future cash requirements for operations, capital expenditures, and dividend payments, as well as potential acquisitions and stock repurchases. The Company’s contractual obligations consist primarily of operational commitments, which we expect to continue to be able to satisfy through cash generated from operations and debt. The Company has various series of notes outstanding that mature from 2023 through 2028. The Company believes that it has the ability to refinance or repay these obligations through a combination of cash flow from operations, issuance of additional notes, and sufficient borrowing capacity under the Company’s revolving credit facility, which matures in 2026.

Index

As a result of our ability to manage the impact of inflation through pricing and other actions, the impact of inflation was not material to the Company’s financial position and its results of operations for the three or nine months ended September 30, 2023. The Company continues to experience elevated costs for certain inputs, such as labor, raw materials, energy, and certain agricultural costs. We continue to expect to manage these impacts in the near term, but persistent, accelerated, or expanded inflationary conditions could exacerbate these challenges and impact our profitability.

Cash Flows from Operating Activities

Net cash provided by operating activities was $106.8 million and $14.9 million for the nine months ended September 30, 2023 and 2022, respectively. The increase in net cash from operating activities was primarily due to a decrease in cash used for inventory investments during 2023 compared to 2022 and an increase in cash provided by accounts receivable.

Cash Flows from Investing Activities

Net cash used in investing activities was $65.6 million and $51.7 million during the nine months ended September 30, 2023 and 2022, respectively. During the nine months ended September 30, 2022, the Company paid $1.0 million related to the acquisition of Flavors Solutions, Inc. Capital expenditures were $67.7 million and $51.7 million during the nine months ended September 30, 2023 and 2022, respectively.

Cash Flows from Financing Activities

Net cash used in financing activities was $36.4 million for the nine months ended September 30, 2023, and net cash provided by financing activities was $46.3 million for the nine months ended September 30, 2022. Net debt increased by $23.5 million and $100.1 million for the nine months ended September 30, 2023 and 2022, respectively. The cash proceeds from the increase in net debt in the current period were primarily used to support capital expenditure investments during the nine months ended September 30, 2023. For purposes of the cash flow statement, net changes in debt exclude the impact of foreign exchange rates. Dividends of $51.9 million and $51.7 million were paid during the nine months ended September 30, 2023 and 2022, respectively. Dividends paid were $1.23 per share for both the nine months ended September 30, 2023 and 2022.

CRITICAL ACCOUNTING POLICIES

There have been no material changes in the Company’s critical accounting policies during the quarter ended September 30, 2023. For additional information about the Company’s critical accounting policies, refer to “Critical Accounting Policies” under Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s exposure to market risk during the quarter ended September 30, 2023. For additional information about market risk, refer to Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 4.

CONTROLS AND PROCEDURES

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

Changes in Internal Control over Financial Reporting: There have been no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

See Part I, Item 1, Note 12, Commitments and Contingencies, of this report for information regarding legal proceedings in which the Company is involved.

ITEM 1A.

RISK FACTORS

There were no material changes to the risk factors previously disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On October 19, 2017, the Board of Directors authorized the repurchase of up to three million shares (2017 Authorization). As of September 30, 2023, 1,267,019 shares had been repurchased under the 2017 Authorization. There is no expiration date for the 2017 Authorization. The 2017 Authorization may be modified, suspended, or discontinued by the Board of Directors at any time. As of September 30, 2023, the maximum number of shares that may be purchased under publicly announced plans is 1,732,981. No shares were purchased by the Company during the three or nine months ended September 30, 2023.

ITEM 5.

OTHER INFORMATION

During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6.

EXHIBITS

See Exhibit Index following this report.

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SENSIENT TECHNOLOGIES CORPORATION

EXHIBIT INDEX

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2023

Exhibit	Description	Incorporated by Reference From	Filed Herewith

10.1	Amendment No. 10 to Receivables Purchase Agreement, dated as of August 31, 2023, among Sensient Receivables LLC, Sensient Technologies Corporation, and Wells Fargo Bank, National Association.	Exhibit 10.1 to Current Report on Form 8-K filed September 6, 2023 (Commission File No. 1-7626)

31	Certifications of the Company’s Chairman, President & Chief Executive Officer and Senior Vice President & Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act		X

32	Certifications of the Company’s Chairman, President & Chief Executive Officer and Senior Vice President & Chief Financial Officer pursuant to 18 United States Code § 1350		X

101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)		X

101.SCH	Inline XBRL Taxonomy Extension Schema Document		X

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document		X

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document		X

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	X

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	X

104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)	X

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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.

		SENSIENT TECHNOLOGIES CORPORATION

Date:	November 7, 2023	By:	/s/ John J. Manning
			John J. Manning, Senior Vice President, General Counsel & Secretary

Date:	November 7, 2023	By:	/s/ Stephen J. Rolfs
			Stephen J. Rolfs, Senior Vice President & Chief Financial Officer

Sensient Technologies - 10-Q quarterly report FY2023 Q3

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