UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
For the Fiscal Year Ended December 31, 2003
OR
Commission File Number 1-7626
Sensient Technologies Corporation
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5304
(414) 271-6755
(Address of Principal Executive Offices)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS
NAME OF EACH EXCHANGE
ON WHICH REGISTERED
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 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 x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ¨
The aggregate market value of the voting Common Stock held by non-affiliates of the Registrant as of June 30, 2003 was $1,079,695,923. For purposes of this computation only, the Registrant’s directors and executive officers were considered to be affiliates of the Registrant. Such characterization shall not be construed to be an admission or determination for any other purpose that such persons are affiliates of the Registrant.
There were 47,742,027 shares of Common Stock outstanding as of March 1, 2004.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of: (1) the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2003 (see Parts I, II and IV of this Form 10-K), and (2) the Company’s Notice of Annual Meeting and Proxy Statement of the Company dated March 15, 2004 (see Part III of this Form 10-K).
SENSIENT TECHNOLOGIES CORPORATION—FORM 10-K FOR YEAR ENDED DECEMBER 31, 2003 INDEX
PART I
Item 1. Business
General
Description of Business
Flavors & Fragrances Group
Color Group
Asia Pacific Group
Research and Development/Quality Assurance
Products and Application Activities
Raw Materials
Competition
Foreign Operations
Patents, Formulae and Trademarks
Employees
Regulation
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Executive Officers of the Registrant
PART II
Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Financial Statements
Financial Statement Schedules
Independent Auditors’ Report
Schedule II
SIGNATURES
EXHIBIT INDEX
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements that reflect management’s current assumptions and estimates of future economic circumstances, industry conditions, Company performance and financial results. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that could cause actual events to differ materially from those expressed in those statements. A variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results. These factors and assumptions include the pace and nature of new product introductions by the Company’s customers; results of newly acquired businesses; the Company’s ability to successfully implement its growth strategies; the outcome of the Company’s various productivity-improvement and cost-reduction efforts; changes in costs of raw materials, including energy; industry and economic factors related to the Company’s domestic and international business; growth in markets for products in which the Company competes; industry acceptance of price increases; currency exchange rate fluctuations; and the matters discussed below under Part II, including the critical accounting policies described therein. 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.
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Sensient Technologies Corporation (the “Company”) was incorporated in 1882 in Wisconsin. Its principal executive offices are located at 777 East Wisconsin Avenue, Suite 1100, Milwaukee, Wisconsin 53202-5304, telephone (414) 271-6755.
The Company is subject to the informational and reporting requirements of the Securities Exchange Act of 1934, as amended (the “Act”), and, in accordance with the Act, has filed annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). These reports and other information may be read and copied at the public reference facilities of the Commission at its principal offices at 450 Fifth Street, N.W., Washington, D.C. 20549, and can also be accessed from the web site maintained by the Commission at http://www.sec.gov. The public may obtain information on operations of the public reference room by calling the Commission at (800) SEC-0330.
The Company’s common stock is listed on the New York Stock Exchange under the ticker symbol “SXT.” Information about the Company may be obtained at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company can also be reached at its web site at www.sensient-tech.com. The Company’s web address is provided as an inactive textual reference only, and the contents of this web site are not incorporated in or otherwise to be regarded as part of this annual report. The Company makes available free of charge on its web site its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Act as soon as reasonably practicable after such documents are electronically filed with or furnished to the Commission. Charters for the Audit, Compensation and Development, and Nominating and Corporate Governance Committees of the Company’s board of directors, as well as the Company’s Code of Conduct, Standards of Conduct for International Employees, Code of Ethics for Senior Financial Officers, and Corporate Governance Guidelines are also available on the Company’s website, and are available in print to any shareholder upon request.
Sensient Technologies Corporation is a global manufacturer and marketer of colors, flavors and fragrances. Sensient employs advanced technologies at facilities around the world to develop specialty chemicals for inkjet inks, display imaging systems and other applications. The Company’s customers include major international manufacturers representing some of the world’s best-known brands. The Company aims to continue to deliver strong results by developing high-performance products, accessing new markets and enhancing operations.
The Company’s principal products include:
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In August of 2003, the Company acquired Formulabs Iberica S.A., a manufacturer and marketer of specialty inks, primarily for inkjet applications, for $13.0 million in cash. In March of 2003, the Company acquired certain assets of Kyowa Koryo Kagaku Kabushiki Kaisha, a former Japanese flavor producer, for $4.1 million, net of cash acquired. The Company has not completed the purchase price allocations related to these acquisitions.
On April 24, 2003, the Company announced an increase in its annual cash dividend on its common stock from 56 cents per share to 60 cents per share, commencing with the dividend paid on June 2, 2003.
The Company’s operations, except for the Asia Pacific Group, are managed on a products and services basis. The Company’s two reportable segments are the Flavors & Fragrances Group and the Color Group. Financial information regarding the Company’s two reportable segments is incorporated by reference to the information set forth on pages 36 through 38 of the Company’s 2003 Annual Report to Shareholders under the heading “Segment and Geographic Information.”
The Company is a global developer, manufacturer and supplier of flavor and fragrance systems for the food, beverage, pharmaceutical, personal care and household products industries. The Company’s flavor formulations are used in many of the world’s best-known consumer products.
The Flavors & Fragrances Group produces flavor and fragrance products that impart a desired taste, texture, aroma and/or other characteristic to a broad range of consumer and other products. This Group includes the Company’s dehydrated flavors business, which produces ingredients for food processors.
The Flavors & Fragrances Group operates principally through the Company’s subsidiaries, Sensient Flavors Inc. and Sensient Dehydrated Flavors Company. The Group’s principal manufacturing plants are located in California, Illinois, Indiana, Michigan, Wisconsin, Belgium, Canada, France, Germany, Italy, Mexico, the Netherlands, Spain and the United Kingdom.
Strategic acquisitions have expanded the Company’s flavors and fragrances product lines and processing capabilities. In March 2002, the Company acquired the flavors and essential oil operations of C. Melchers GmbH & Company, a supplier of flavors for coffees and teas, as well as essential oils, aroma chemicals and other formulations for flavor, cosmetic and fragrance applications. In May 1998, the acquisition of substantially all of the assets of the beverage business of German flavor manufacturer Sundi GmbH, with its emphasis on all-natural flavor ingredients, provided the Company with a point of entry into Germany, Europe’s largest flavor market. In April 1998, the Company acquired DC Flavours Ltd., which further expanded the Company’s savory and flavor technology and worldwide market presence. In January 1998, the Company acquired Arancia Ingredientes Especiales, S.A. de C.V., a manufacturer of savory flavors and other food ingredients, improving access to the rapidly growing Latin American savory flavor market.
During 1998, the Company integrated its bioproducts business (which was formerly operated as a separate division) into its Flavors & Fragrances Group. The bioproducts business serves the food, animal feed processing, and bionutrient industries with a broad line of natural extracts and specialty flavors. The Company produces various specialty extracts from yeast, vegetable proteins, meat, milk protein and other natural products which are used primarily as savory flavors, texture modifiers and enhancers in processed foods. The nutritional and functional properties of these extracts also make them useful in enzyme and pharmaceutical production.
During 2000, the Company integrated its former Dehydrated Products Division into the Flavors & Fragrances Group. Operating through its Sensient Dehydrated Flavors business, the Company believes it is the second largest producer of dehydrated onion and garlic products in the United States. The Company is also one of the largest producers and distributors of chili powder, paprika, chili pepper and dehydrated vegetables such as parsley, celery and spinach. Domestically, the Company sells dehydrated products to food manufacturers for use as ingredients and also for repackaging under private labels for sale to the retail market and to the food service industry. In addition, Sensient Dehydrated Flavors is one of the leading dehydrators of specialty vegetables in
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Europe. Advanced dehydration technologies utilized by Sensient Dehydrated Flavors permit faster and more effective rehydration of ingredients used in many of today’s popular convenience foods.
The Company is a developer, manufacturer and supplier of colors for businesses worldwide. The Company provides natural and synthetic color systems for use in pharmaceuticals, foods and beverages; colors and other ingredients for cosmetics and pharmaceuticals; and technical colors for industrial applications and digital imaging.
The Company believes that it is one of the world’s largest producers of synthetic and natural colors, and that it is the world’s leading manufacturer of certified food colors. The Company sells its synthetic and natural colors to domestic and international producers of beverages, bakery products, processed foods, confections, pet foods, cosmetics and pharmaceuticals. The Company also makes inkjet inks and other high purity organic dyes used in a wide variety of non-food applications.
The Color Group operates principally through the Company’s subsidiary Sensient Colors Inc., which has its principal manufacturing plants in Missouri, California, New Jersey, Ohio, Canada, Mexico, France, Germany, Hungary, Italy, Spain, Switzerland and the United Kingdom.
The Color Group operates under the following trade names:
The Company believes that its advanced process technology, state-of-the-art laboratory facilities and equipment, and a complete range of synthetic and natural color products constitute the basis for its market leadership position.
Strategic acquisitions continue to enhance product and process technology synergies, as well as increasing the Color Group’s international presence. As noted above, in August of 2003, the Company acquired Formulabs Iberica S.A., a manufacturer and marketer of specialty inks, primarily for inkjet applications, for $13.0 million. The Company has not completed the purchase price allocation related to this acquisition. In September 2002, the Company acquired the business of Cardre Inc., which expanded the Company’s technology and product offerings in cosmetic color systems. The acquisitions of ECS Specialty Inks and Dyes in March 2002 and SynTec GmbH in January 2002 have provided a strategic base for the Company’s growing technical colors business in Europe. Based on the financial performance of certain of these businesses since their acquisition, the Company paid $2.2 million in 2003 and may be required to pay up to 1.8 million euros (approximately $2.3 million) of additional cash consideration in 2004.
In December 2001, the Company acquired the industrial dye business of Crompton Colors Incorporated, and in so doing expanded its industrial and paper colors businesses. In November 2001, the Company acquired Kimberly-Clark Printing Technology (also known as Formulabs), a manufacturer of specialty inks for inkjet inks and industrial applications.
In January 2000, the Company expanded its European color business by acquiring Dr. Marcus GmbH, a leading manufacturer of natural colors located near Hamburg, Germany. Also during that month, the Company
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completed the acquisition of Monarch Food Colors, a manufacturer of colors for the food, pharmaceutical and cosmetic industries located in High Ridge, Missouri.
In August 1999, the Company acquired certain assets of Nino Fornaciari fu Riccardo SNC, an Italian producer of natural colors for the food and beverage industries. This acquisition, together with the purchase of Italian natural color producer Reggiana Antociani S.R.L. in September 1998, strengthened the Company’s offerings in natural colors.
In April 1999, the Company acquired Pointing Holdings Limited, a manufacturer of food colors located in the United Kingdom. The Pointing international color business significantly strengthened the Company’s worldwide color capabilities. In February 1999, the Company grew its cosmetics business through the purchase of Les Colorants Wackherr, a Paris, France-based producer of colors for major cosmetics houses throughout Europe, Asia and North America. Also during that month, the Company further developed its natural colors offerings by acquiring certain assets of Quimica Universal, a Peruvian producer of carminic acid and annatto, natural colors used in food and other applications.
The Company became a supplier of inkjet inks for the inkjet printer market with the acquisition of Tricon Colors in 1997. Also in 1997, the Company strengthened its presence in Latin America by acquiring certain assets of the food color business of Pyosa, S.A. de C.V., located in Monterrey, Mexico.
The Asia Pacific Group focuses on marketing the Company’s diverse product line in the Pacific Rim under one name. Through its Asia Pacific Group, the Company offers a full range of products from its Flavors & Fragrances Group and Color Group, as well as products developed by regional technical teams to appeal to local preferences. Sales, marketing and technical functions are managed through the Asia Pacific Group’s headquarters in Singapore. Manufacturing operations are located in Australia, China, Japan, New Zealand and the Philippines.
As noted above, in March of 2003, the Company acquired certain assets of Kyowa Koryo Kagaku Kabushiki Kaisha, a former Japanese flavor producer, for $4.1 million, net of cash acquired. The Company has not completed the purchase price allocation related to this acquisition. Also in 2003, the Company opened a sales office in Seoul, South Korea, and an office for research and development, as well as sales, in Jakarta, Indonesia. In 2001, the Asia Pacific Group incorporated Sensient India Private Limited and opened a new sales office in Mumbai, India. Additional sales offices are located in Australia, China, Hong Kong, Japan and Thailand.
The development of specialized products and services is a complex technical process calling upon the combined knowledge and talents of the Company’s research, development and quality assurance personnel. The Company believes that its competitive advantage lies in its ability to work with its customers to develop and deliver high-performance products that address the distinct needs of those customers.
The Company’s research, development and quality assurance personnel make significant contributions toward improving existing products and developing new products tailored to customer needs, while providing on-going technical support and know-how to the Company’s manufacturing activities. As of December 31, 2003, the Company employed approximately 440 people in research, development and quality assurance.
Expenditures for research and development related to continuing operations in calendar year 2003 were $22.9 million, compared with $21.2 million in the year ended December 31, 2002 and $16.7 million in the year ended December 31, 2001. As part of its commitment to quality as a competitive advantage, the Company has undertaken efforts to achieve certification under the requirements established by the International Organization for Standardization in Geneva, Switzerland, through its ISO 9000 series of quality standards. Sites currently certified include Flavors & Fragrances Group plants in the United States, Spain, Italy, Mexico, Belgium, Germany, the United Kingdom, Canada, the Netherlands and France, and Color Group plants in the United States, Mexico and the United Kingdom.
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The Company’s strategic focus is on the manufacture and marketing of high-performance components that bring life to products. Accordingly, the Company devotes considerable attention and resources to the development of product applications and processing improvements to support its customers’ numerous new and reformulated products. Many of the proprietary processes and formulae developed by the Company are maintained as trade secrets and under confidentiality agreements with customers.
Lower calorie ingredients and sweeteners for dairy, food and beverage applications are subjects of development activity for the Flavors & Fragrances Group. Formulations for functional and textured beverages and flavors for snack and main meal items offer opportunities as well. Development of savory flavors accelerated with the integration of the Company’s BioProducts Division in 1998 and the Dehydrated Products Division in 2000. The development of yeast derivatives and other specialty ingredients also provides growth opportunities in bionutrients and biotechnology markets, such as pharmaceuticals, vitamins, vaccines and bioremediation.
The natural food color market is an important target for the Color Group. The acquisitions of Reggiana, Forniciari and Dr. Marcus (as previously discussed) have provided new technologies in the extraction and purification of natural colors and have enabled rapid growth in the beverage, dairy and snack food segments. Recent expansion of the Color Group’s purification technology will also open further opportunities in the inkjet ink market.
The Color Group also manufactures technical colors for industrial applications, specialty chemicals for digital imaging, and photographic chemicals. Through Sensient Imaging Technologies GmbH, the Color Group has expertise in the specialty chemicals used for organic light-emitting diodes (OLEDs).
The Company uses a wide range of raw materials in producing its products. Chemicals used to produce certified colors are obtained from several domestic and foreign suppliers. Raw materials for natural colors, such as carmine, beta-carotene, annatto and turmeric, are purchased from overseas and U.S. sources. In the production of flavors and fragrances, the principal raw materials include essential oils, aroma chemicals, botanicals, fruits and juices, and are primarily obtained from local vendors. Flavor enhancers and secondary flavors are produced from yeast and vegetable materials such as corn and soybeans. Chili peppers, onion, garlic and other vegetables are acquired under annual contracts with numerous growers in the western United States and Europe.
The Company believes that alternate sources of materials are available to enable it to maintain its competitive position in the event of an interruption in the supply of raw materials from a single supplier.
All Company products are sold in highly competitive markets. While no single factor is determinative, the Company’s competitive position is based principally on process and applications expertise, quality, technological advances resulting from its research and development, and customer service and support. Because of its highly differentiated products, the Company competes with only a few companies across multiple product lines, and is more likely to encounter competition specific to an individual product.
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The information appearing under the heading “Geographic Information” in Note 12 to the Consolidated Financial Statements of the Company, which appears on page 38 of the 2003 Annual Report to Shareholders, is incorporated herein by reference.
The Company owns or controls many patents, formulae and trademarks related to its businesses. The businesses are not materially dependent upon patent or trademark protection; however, trademarks, patents and formulae are important for the continued consistent growth of the Company.
As of December 31, 2003, the Company employed 3,707 persons worldwide.
Compliance with government provisions regulating discharges into the environment, or otherwise relating to the protection of the environment, did not have a material adverse effect on the Company’s operations for the year covered by this report. Compliance is not expected to have a material adverse effect in the succeeding two years as well. The production, packaging, labeling and distribution of certain of the products of the Company are subject to the regulations of various federal, state and local governmental agencies, in particular the U.S. Food & Drug Administration.
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The following table sets forth information as to the principal properties of the Company and its subsidiaries. All properties are owned except as otherwise indicated below. All facilities are considered to be in good condition and suitable for the Company’s requirements.
LOCATION
GROUP/DIVISION
FUNCTION
California
Escondido
Greenfield
Livingston (2)
Turlock
Color
Flavors & Fragrances
Sales and R&D/inkjet products and specialty inks
Production/dehydrated flavors
Production and R&D/dehydrated flavors
Production, R&D and sales/dehydrated flavors
Illinois
Amboy
Indiana
Indianapolis (2)
Michigan
Harbor Beach
Missouri
St. Louis (2)*
New Jersey
Elmwood Park
South Plainfield (3) **
Production and sales/colors, dyes and inkjet products
Production, R&D and sales/cosmetic and pharmaceutical colors and ingredients
North Carolina
Charlotte*
Wisconsin
Juneau
Milwaukee*
Headquarters
Production/flavor enhancers and extracts
Administrative offices
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INTERNATIONAL
Argentina
Buenos Aires*
Sales/natural and synthetic colors
Australia
Keysborough
Sydney*
Asia Pacific
Production, R&D and sales/colors and flavors
Sales
Belgium
Brussels*
Heverlee
Production and sales/natural health ingredients
Production and sales/ingredients and flavors
Brazil
São Paulo*
Production and sales/natural and synthetic colors
Canada
Cornwall, Ontario
Delta, British Columbia
Kingston, Ontario
Mississauga, Ontario
Rexdale, Ontario (2)*
Tara, Ontario
Production/ingredients and flavors
R&D and sales/flavors
China
Beijing*
Guangzhou*
Hong Kong*
Qingdao*
Shanghai*
Sales/colors and flavors
R&D and sales/colors and flavors
Czech Republic
Prague*
England
Kings Lynn (2)*
Milton Keynes
Production, R&D and sales/synthetic and natural colors and dyes
Production and sales/flavors and extracts
France
Marchais
Saint-Denis*
Saint Ouen
L’Aumone*
Strasbourg
Paris*
Sales/colors
Production, R&D and sales/cosmetic colors and ingredients
Production and sales/flavor enhancers and extracts
R&D and sales/fragrances
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(Continued)
Germany
Bremen (3)*
Geesthacht
Wolfen
Production and sales/flavors, flavored products and essential oils
Production, R&D and sales/natural and synthetic colors
Production, R&D and sales/specialty dyes and chemicals
Hungary
Budapest
Production/natural and synthetic colors
India
Mumbai*
Indonesia
Jakarta*
R&D and sales/fragrances and cosmetic colors
Italy
Milan
Reggio Emilia (2)
Production, R&D and sales/flavors
Production and sales/natural colors
Japan
Osaka*
Ibaraki
Tokyo*
Production colors and flavors
Korea
Seoul*
Sales/flavors, colors and display-imaging chemicals
Mexico
Celaya
Lerma
Tijuana*
Tlalnepantla (2)*
Production, R&D and sales/synthetic and natural colors
Production/inkjet inks and specialty inks
Production, R&D, distribution and sales/ingredients, flavors and fragrances
The Netherlands
Amersfoort*
Elburg
Naarden
Sales/dehydrated and other flavors
New Zealand
Auckland
Philippines
Manila*
Production, R&D and sales/flavors, fragrances cosmetic ingredients and color blending
Poland
Warszawa*
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Romania
Morazia*
Serbia
Zenta
Sales/food colors
Singapore
Singapore*
South Africa
Johannesburg*
Spain
Barcelona
Barcelona*
Granada
Production, sales and R&D/inkjet products and specialty inks
Sales/flavors
Production, R&D and sales/fragrances and aromatic chemicals
Sweden
Kristianstad*
Switzerland
Morges*
Production, R&D and sales/ technical colors
Thailand
Bangkok*
Wales
Ceredigion
Production, R&D and sales/flavors and flavor enhancers
The Company is a party to various legal proceedings related to its business. The Company believes that adverse decisions in these proceedings would not, individually or in the aggregate, subject the Company to damages of a material amount.
There were no matters submitted to a vote of security holders during the fourth quarter of the year ended December 31, 2003.
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The executive officers of the Company and their ages as of March 1, 2004 are as follows:
Name
Position
Kenneth P. Manning
Richard Carney
John L. Hammond
Richard F. Hobbs
Richard J. Malin
Charles A. Nicolais
Ralph G. Pickles
Stephen J. Rolfs
Dr. Ho-Seung Yang
The Company has employed all of the individuals named above, except Mr. Nicolais, for at least the past five years. Mr. Nicolais was elected President – Color Group on February 9, 2004. Prior to joining the Company, Mr. Nicolais was employed by Air Products and Chemicals Inc. of Allentown, Pennsylvania. He served as that organization’s Global Business Director – Epoxy Products and Industrial Coating Resins from 2000 to 2003 and as its Global Business Manager – Amines and Derivatives from 1998 to 2000.
The only market in which the common stock of the Company is traded is the New York Stock Exchange. The range of the high and low sales prices as quoted in the New York Stock Exchange - Composite Transaction tape for the common stock of the Company and the amount of dividends declared for the fiscal years 2002 and 2003 appearing under “Common Stock Prices and Dividends” on page 41 of the 2003 Annual Report to Shareholders are incorporated by reference. In 2003, common stock dividends were paid on a quarterly basis, and it is expected that quarterly dividends will continue to be paid in the future.
On February 10, 2000, the Board of Directors established a share repurchase program that authorized the Company to repurchase up to five million shares of the Company’s common stock, all of which have been repurchased. On April 27, 2001, the Board of Directors authorized the repurchase of an additional five million shares. As of March 10, 2004, 702,400 shares had been repurchased under the latter authorization.
On July 17, 2003, the Board of Directors authorized the redemption of all the rights issued pursuant to the Company’s Shareholder Rights Plan. Under the rights plan, one right was attached to each outstanding share of the Company’s common stock. The rights were redeemed at a price of $0.01 per right. The redemption price was paid on September 3, 2003, in cash, to shareholders of record on August 25, 2003, along with the regular quarterly dividend payment.
The number of shareholders of record on March 10, 2004 was 4,124.
Information regarding the Company’s equity compensation plans appears in Item 12 of Part III of this annual report.
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The selected financial data required by this item is incorporated by reference from the “Five Year Review” and the notes thereto on pages 42 and 43 of the 2003 Annual Report to Shareholders.
The information required by this item is set forth under “Management’s Analysis of Operations and Financial Condition” on pages 15 through 21 of the 2003 Annual Report to Shareholders and is incorporated by reference.
The information required by this item is set forth under “Market Risk Factors” on pages 19 and 20 of the 2003 Annual Report to Shareholders and is incorporated by reference.
The financial statements and supplementary data required by this item are set forth on pages 22 through 40 of the 2003 Annual Report to Shareholders and are incorporated by reference.
None.
The Company maintains a system of disclosure controls and procedures that is designed to ensure that all information required to be disclosed by the Company is accumulated and communicated to management in a timely manner. Management has reviewed this system of disclosure controls and procedures as of the end of the period covered by this report, under the supervision of and with the participation of the Company’s Chairman, President and Chief Executive Officer and its Vice President, Chief Financial Officer and Treasurer. Based on that review, the Chairman, President and Chief Executive Officer and the Vice President, Chief Financial Officer and Treasurer have concluded that the current system of controls and procedures is effective.
The Company maintains a system of internal controls over financial reporting. Since the date of management’s most recent evaluation, there have been no changes that materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting, except for the booking in the Company’s Flavor business unit in Mexico (“Flavor-Mexico”) in March 2003 of sales which did not occur until April and May 2003 and except for fraudulent transactions in Flavor-Mexico which involved the improper recording of approximately $760,000 in sales in 2002 which did not occur until 2003 and subsequent falsification of records and other actions by local management to conceal their misconduct. Following an investigation conducted by the Audit Committee, with the assistance of outside counsel and a forensic accounting firm, and management, the Company terminated the general manager of the business unit and other responsible individuals.
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Information regarding directors and officers appearing under “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” on pages three through six and page 21, respectively, of the Proxy Statement for the Annual Meeting of Shareholders of the Company dated March 15, 2004 (“Proxy Statement”), is incorporated by reference. Additional information regarding executive officers appears at the end of Part I above, and information regarding codes of conduct and ethics for officers appears at the beginning of Part I above.
Information relating to compensation of directors and officers is incorporated by reference from “Director Compensation and Benefits” on pages nine and ten of the Proxy Statement and “Executive Compensation” on pages 16 through 18 of the Proxy Statement. Information relating to the Compensation and Development Committee of the Company’s Board of Directors is incorporated by reference from the third paragraph on page seven of the Proxy Statement under the heading “Committees of the Board of Directors.”
The discussion of security ownership of certain beneficial owners and management and related stockholder matters appearing under “Principal Shareholders” on pages 12 and 13 of the Proxy Statement is incorporated by reference. The discussion appearing under “Equity Compensation Plan Information” on page 18 and 19 of the Proxy Statement is incorporated by reference.
There are no family relationships between any of the directors or director nominees and the officers of the Company, nor any arrangement or understanding between any director or officer or any other person pursuant to which any of the nominees has been nominated. No director, nominee for director or officer had any material interest, direct or indirect, in any business transaction of the Company or any subsidiary during the period January 1, 2003 through December 31, 2003, or in any such proposed transaction, except as described under “Certain Relationships and Related Transactions” on page 20 of the Proxy Statement, which is incorporated by reference herein. In the ordinary course of business, the Company may engage in business transactions with companies whose officers or directors are also directors of the Company. These transactions are routine in nature and are conducted on an arm’s-length basis. The terms of any such transactions are comparable at all times to those obtainable in business transactions with unrelated persons.
The disclosure regarding principal accountant fees and services appearing under “Audit Committee Report” on pages ten and eleven of the Proxy Statement is incorporated by reference.
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List of Financial Statements and Financial Statement Schedules
1. Financial Statements
The following consolidated financial statements of Sensient Technologies Corporation and subsidiaries are incorporated by reference from the Annual Report to Shareholders for the year ended December 31, 2003:
Consolidated Balance Sheets - December 31, 2003 and 2002
Consolidated Statements of Earnings - Years ended December 31, 2003, 2002 and 2001
Consolidated Statements of Shareholders’ Equity - Years ended December 31, 2003, 2002 and 2001
Consolidated Statements of Cash Flows - Years ended December 31, 2003, 2002 and 2001
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts and Reserves
All other schedules are omitted because they are inapplicable, not required by the instructions or the information is included in the consolidated financial statements or notes thereto.
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To the Shareholders and Board of Directors
of Sensient Technologies Corporation:
We have audited the consolidated financial statements of Sensient Technologies Corporation and subsidiaries (the “Company”) as of December 31, 2003 and 2002, and for each of the three years in the period ended December 31, 2003, and have issued our report thereon dated February 12, 2004, which report expresses an unqualified opinion and includes an explanatory paragraph as to the adoption in 2002 of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.” Such financial statements and report are included in your 2003 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the consolidated financial statement schedule of Sensient Technologies Corporation, listed in Item 15. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
February 12, 2004
Valuation and Qualifying Accounts (in thousands); Years Ended December 31, 2003, 2002, 2001
Valuation Accounts Deducted in theBalance Sheet From the Assets ToWhich They Apply
Deductions
(A)
2001
Allowance for losses:
Trade accounts receivable
2002
2003
(A) Accounts written off, net of recoveries.
17
Pursuant to the requirements of Section 13 or 15(d) 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.
Vice President, Secretary & General Counsel
Dated: March 15, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of March 15, 2004, by the following persons on behalf of the Registrant and in the capacities indicated.
Chairman of the Board, President and Chief Executive Officer
James A.D. Croft
Director
Vice President, Chief Financial Officer and Treasurer
Alberto Fernandez
Michael E. Batten
William V. Hickey
John F. Bergstrom
Essie Whitelaw
Hank Brown
Fergus M. Clydesdale
18
SENSIENT TECHNOLOGIES CORPORATION
2003 ANNUAL REPORT ON FORM 10-K
Description
Incorporated by
Reference From
Filed
Herewith
E-1
Exhibit
Number
E-2
E-3
E-4
E-5
Exhibit 10.1(w)(3) to Annual Report on Form 10-K for the fiscal year ended December 31, 2002
(Commission File No. 1-7626)
Notice of Annual Meeting and Proxy
Statement dated March 15, 2004. Except to the extent specifically incorporated by reference herein, the Proxy Statement shall not be deemed to be filed with the Securities and Exchange Commission as part of this Annual Report on Form 10-K.
Filed on Schedule 14A
dated March 15, 2004
(Commission File No. 1-7626).
E-6