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Section 1: 10-Q (10-Q)


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:  
June 30, 2018
 
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from
to
 
Commission file number: 1‑7626

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

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  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  ☐
(Do not check if a smaller reporting company)
 
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 July 31, 2018
Common Stock, par value $0.10 per share
 
42,275,723
 

SENSIENT TECHNOLOGIES CORPORATION
INDEX
   
 
Page No.
   
 
 
PART I. FINANCIAL INFORMATION:  
   
 
 
 
Item 1.
Financial Statements:
 
   
Consolidated Condensed Statements of Earnings ‑ Three and Six Months Ended June 30, 2018 and 2017.
1
   
 
 
   
Consolidated Condensed Statements of Comprehensive Income - Three and Six Months Ended June 30, 2018 and 2017.
2
   
 
 
   
Consolidated Condensed Balance Sheets - June 30, 2018 and December 31, 2017.
3
   
 
 
   
Consolidated Condensed Statements of Cash Flows ‑ Six Months Ended June 30, 2018 and 2017.
4
   
 
 
   
Notes to Consolidated Condensed Financial Statements.
5
   
 
 
  Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
15
   
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
21
   
 
 
 
Item 4.
Controls and Procedures.
22
   
 
 
PART II. OTHER INFORMATION:
 
   
 
 
 
Item 1.
Legal Proceedings.
22
   
 
 
 
Item 1A.
Risk Factors.
23
       
 
Item 6.
Exhibits.
23
   
 
 
   
Exhibit Index.
24
   
 
 
   
Signatures.
25
 

Index
PART I.
FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
 
SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(In thousands except per share amounts)
(Unaudited)

   
Three Months
Ended June 30,
   
Six Months
Ended June 30,
 
                         
   
2018
   
2017
   
2018
   
2017
 
                         
Revenue
 
$
363,041
   
$
338,475
   
$
719,518
   
$
679,872
 
                                 
Cost of products sold
   
241,571
     
219,250
     
474,977
     
439,702
 
                                 
Selling and administrative expenses
   
69,289
     
74,845
     
136,679
     
171,753
 
                                 
Operating income
   
52,181
     
44,380
     
107,862
     
68,417
 
                                 
Interest expense
   
5,555
     
4,717
     
11,110
     
9,528
 
                                 
Earnings before income taxes
   
46,626
     
39,663
     
96,752
     
58,889
 
                                 
Income taxes
   
7,503
     
8,889
     
19,435
     
14,923
 
                                 
Net earnings
 
$
39,123
   
$
30,774
   
$
77,317
   
$
43,966
 
                                 
Weighted average number of shares outstanding:
                               
Basic
   
42,281
     
44,023
     
42,578
     
44,112
 
Diluted
   
42,371
     
44,290
     
42,701
     
44,384
 
                                 
Earnings per common share:
                               
Basic
 
$
0.93
   
$
0.70
   
$
1.82
   
$
1.00
 
Diluted
 
$
0.92
   
$
0.69
   
$
1.81
   
$
0.99
 
                                 
Dividends declared per common share
 
$
0.33
   
$
0.30
   
$
0.66
   
$
0.60
 

See accompanying notes to consolidated condensed financial statements.
 
1

Index
SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)

   
Three Months
Ended June 30,
   
Six Months
Ended June 30,
 
                         
   
2018
   
2017
   
2018
   
2017
 
                         
Comprehensive Income
 
$
2,477
   
$
59,183
   
$
64,535
   
$
96,454
 

See accompanying notes to consolidated condensed financial statements.
 
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Index
SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)

ASSETS    
June 30,
2018
(Unaudited)
         
December 31,
2017
   
             
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
30,888
   
$
29,344
 
Trade accounts receivable, net
   
277,301
     
195,439
 
Inventories
   
461,803
     
463,517
 
Prepaid expenses and other current assets
   
53,926
     
43,206
 
Assets held for sale
   
1,916
     
1,969
 
                 
TOTAL CURRENT ASSETS
   
825,834
     
733,475
 
                 
OTHER ASSETS
   
67,508
     
68,251
 
DEFERRED TAX ASSETS
   
11,259
     
7,885
 
INTANGIBLE ASSETS, NET
   
9,067
     
7,211
 
GOODWILL
   
409,022
     
408,995
 
                 
PROPERTY, PLANT AND EQUIPMENT:
               
Land
   
34,912
     
35,198
 
Buildings
   
320,523
     
317,464
 
Machinery and equipment
   
698,805
     
687,896
 
Construction in progress
   
35,591
     
40,833
 
     
1,089,831
     
1,081,391
 
Less accumulated depreciation
   
(601,006
)
   
(582,868
)
     
488,825
     
498,523
 
                 
TOTAL ASSETS
 
$
1,811,515
   
$
1,724,340
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES:
               
Trade accounts payable
 
$
98,878
   
$
109,780
 
Accrued salaries, wages and withholdings from employees
   
22,491
     
23,613
 
Other accrued expenses
   
49,395
     
51,764
 
Income taxes
   
7,870
     
11,036
 
Short-term borrowings
   
20,036
     
20,130
 
                 
TOTAL CURRENT LIABILITIES
   
198,670
     
216,323
 
                 
DEFERRED TAX LIABILITIES
   
31,714
     
18,724
 
OTHER LIABILITIES
   
10,014
     
13,539
 
ACCRUED EMPLOYEE AND RETIREE BENEFITS
   
21,926
     
19,294
 
LONG‑TERM DEBT
   
732,762
     
604,159
 
                 
SHAREHOLDERS' EQUITY:
               
Common stock
   
5,396
     
5,396
 
Additional paid‑in capital
   
102,943
     
107,176
 
Earnings reinvested in the business
   
1,463,976
     
1,414,485
 
Treasury stock, at cost
   
(593,770
)
   
(525,422
)
Accumulated other comprehensive loss
   
(162,116
)
   
(149,334
)
                 
TOTAL SHAREHOLDERS’ EQUITY
   
816,429
     
852,301
 
                 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
$
1,811,515
   
$
1,724,340
 

See accompanying notes to consolidated condensed financial statements.
 
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Index
SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

   
Six Months
Ended June 30,
 
             
   
2018
   
2017
 
Cash flows from operating activities:
           
Net earnings
 
$
77,317
   
$
43,966
 
Adjustments to arrive at net cash provided by operating activities:
               
Depreciation and amortization
   
26,022
     
24,436
 
Share-based compensation
   
1,783
     
4,252
 
Net loss on assets
   
259
     
328
 
Loss on divestiture of businesses
   
-
     
33,138
 
Deferred income taxes
   
9,933
     
(4,765
)
Changes in operating assets and liabilities
   
(143,508
)
   
(100,561
)
                 
Net cash (used in) provided by operating activities
   
(28,194
)
   
794
 
                 
Cash flows from investing activities:
               
Acquisition of property, plant and equipment
   
(24,000
)
   
(19,666
)
Cash receipts on sold receivables
   
91,142
     
59,286
 
Proceeds from sale of assets
   
283
     
5,305
 
Proceeds from divestiture of businesses
   
-
     
12,457
 
Acquisition of new businesses
   
(11,313
)
   
-
 
Other investing activity
   
751
     
2,602
 
                 
Net provided by investing activities
   
56,863
     
59,984
 
                 
Cash flows from financing activities:
               
Proceeds from additional borrowings
   
107,857
     
139,820
 
Debt payments
   
(33,009
)
   
(154,282
)
Purchase of treasury stock
   
(72,704
)
   
(26,743
)
Dividends paid
   
(28,244
)
   
(26,553
)
Other financing activity
   
(2,779
)
   
(1,047
)
                 
Net cash used in financing activities
   
(28,879
)
   
(68,805
)
                 
Effect of exchange rate changes on cash and cash equivalents
   
1,754
     
8,178
 
                 
Net increase in cash and cash equivalents
   
1,544
     
151
 
Cash and cash equivalents at beginning of period
   
29,344
     
25,865
 
                 
Cash and cash equivalents at end of period
 
$
30,888
   
$
26,016
 

See accompanying notes to consolidated condensed financial statements.
 
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Index
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 June 30, 2018, and the results of operations and comprehensive income for the three and six months ended June 30, 2018 and 2017, respectively, and cash flows for the six months ended June 30, 2018 and 2017, respectively. 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, 2017, for additional details of the Company’s financial condition and a description of the Company’s accounting policies, which have been continued without change except for the Company’s Revenue Recognition accounting policy, which has been updated as a result of the Company’s adoption in the first quarter of 2018 of Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, as noted below.

Revenue Recognition
The Company recognizes revenue as the transfer of control of its products to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve this core principle, the Company applies the following five-step approach:

·
Identification of the contract, or contracts, with a customer
·
Identification of the performance obligations in the contract
·
Determination of the transaction price
·
Allocation of the transaction price to the performance obligations in the contract
·
Recognition of revenue when, or as, we satisfy the performance obligations

The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with the customer. For each contract, the Company considers the identified performance obligation to be the promise to transfer products. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment and then determines the net consideration to which the Company expects to be entitled. In addition, the Company assesses the customer’s ability to pay as part of its evaluation of the contract. As the Company’s standard payment terms are less than one year, the Company elected the practical expedient under Accounting Standards Codification (ASC) 606-10-32-18, and determined that its contracts do not have a significant financing component. The Company allocates the transaction price to each distinct product based on the relative standalone selling price. Revenue is recognized when control of the product is transferred to the customer, the customer is obligated to pay the Company, and the Company has no remaining obligations, which is typically at shipment. In certain locations, primarily outside the United States, product shipping terms may vary. Thus, in such locations, the point at which control of the product transfers to the customer and revenue recognition occurs will vary accordingly.

Customer returns of non-conforming products are estimated at the time revenue is recognized. In certain customer relationships, volume rebates exist, which are recognized according to the terms and conditions of the contractual relationship. Customer returns, rebates, and discounts are not material to the Company’s consolidated financial statements. The Company has elected to recognize the revenue and cost for freight and shipping when control over the products has transferred to the customer. The Company has elected to immediately expense contract costs related to obtaining a contract as the amortization period of the asset the Company otherwise would have recognized would have been less than a year.
 
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Index
The Company disaggregates its revenue from customers by certain product lines and geographic locations for the Flavors & Fragrances and Color segments. Revenue for the Asia Pacific segment is managed on a geographic basis. For more information on the Company’s disaggregated revenue, see Note 4, Segment Information.

New Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued, ASU No. 2014-09, Revenue from Contracts with Customers. Under this new standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. The requirements of the new standard are effective for interim and annual periods beginning after December 15, 2017. The Company adopted this standard in the first quarter of 2018 using the modified retrospective method. The adoption of this new standard did not have an impact on the revenue recognized by the Company. The Company has updated its revenue recognition accounting policy, as outlined above, and has included a disclosure on its disaggregated revenue in Note 4, Segment Information. Additionally, the Company has included a discussion of its disaggregated revenue under Segment Information, in its Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires lessees to recognize the lease assets and liabilities that arise from leases on the balance sheet and to disclose qualitative and quantitative information about lease transactions. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. In 2017, the Company created a project team within its Corporate Finance Department to review the impact that this ASU will have on the Company. In the first six months of 2018, the project team has begun gathering and reviewing existing leases and other relevant documents across all of the Company’s segments and installed a software solution to facilitate the implementation of this new standard. The Company believes it has a complete population of leasing agreements and has begun to analyze the agreements during the second quarter. The Company has also implemented additional internal controls over the evaluation of new leases and the implementation of this ASU around leases. In July 2018, the Company updated its Audit Committee on the status of the implementation of this ASU. The Company will continue to evaluate the expected impact of this standard on the Company’s Consolidated Financial Statements. The Company expects to complete this evaluation by the end of the year and to finalize its implementation calculations in the first quarter of 2019.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. This ASU clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. Among these changes, is a requirement that a transferor’s receipt of a beneficial interest in securitized trade receivables be disclosed as an investing transaction. There is also a requirement to classify cash receipts received that are related to beneficial interests in previously transferred receivables (i.e., deferred purchase price) as inflows from investing activities. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those years. The Company adopted this standard in the first quarter of 2018, using monthly cash receipts as its unit of account for cash received related to the beneficial interest in previously transferred receivables.  In the second quarter of 2018, the Company updated its unit of account to daily cash receipts for cash received related to the beneficial interest in the previously transferred receivables.  The Company has included $91 million and $59 million as cash flows from investing activities for the six month periods ended June 30, 2018 and 2017, respectively, related to collections on beneficial interests in previously transferred receivables.  The reported amounts include adjustments of $35 million and $25 million of collections on beneficial interests in previously transferred receivables for the three months ended March 31, 2018 and 2017, respectively, which were previously reported as cash flows from operating activities.

In December 2016, the FASB issued ASU 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory. Prior to the adoption of ASU 2016-16, the tax effects of intra-entity asset transfers were deferred until the transferred asset was sold to a third party or otherwise recovered through use. ASU 2016-16 eliminates the exception for all intra-entity sales of assets other than inventory. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those years. The Company adopted this standard in the first quarter of 2018 resulting in a cumulative effect of $0.4 million increase to Earnings reinvested in the business; an increase of $3.0 million to Deferred Tax Assets; a decrease of $3.7 million to Prepaid Expense and Other Current Assets; and a decrease of $1.1 million to Deferred Tax Liabilities on the Company’s Consolidated Balance Sheet.
 
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In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU requires employers to present the service cost component of the net periodic benefit cost in the same income statement line item as the other employee compensation costs arising from services rendered during the period. The other components of net benefit cost are to be presented outside of any subtotal of operating income. This ASU is effective for fiscal years and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company adopted this standard in the first quarter of 2018, and as a result, the Company’s non-service cost portion of its pension expense is now recorded in Interest Expense on the Company’s Condensed Statement of Earnings. The Company’s service cost portion of pension expense is recorded in Selling and Administrative Expenses on the Company’s Consolidated Statement of Earnings. This change did not have a material impact on the Company’s consolidated financial statements.

In August 2017, the FASB issued ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities, which expands an entity’s ability to hedge non-financial and financial risk components and reduce complexity in fair value hedges of interest rate risk. This guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line item as the hedged item. This ASU is effective for fiscal years and interim periods beginning after December 15, 2018. The Company is currently evaluating the expected impact of this standard.

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU allows entities the option to reclassify to retained earnings tax effects related to the change in federal tax rate for all items accounted for in Accumulated Other Comprehensive Income (OCI). This ASU is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating if the Company will make this policy election.

Please refer to the notes in the Company’s annual consolidated financial statements for the year ended December 31, 2017, 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 March 9, 2018, the Company completed the acquisition of certain net assets and the natural color business of GlobeNatural, a natural food and ingredient company based in Lima, Peru. The Company paid $10.8 million of cash for this acquisition. The Company acquired net assets of $2.1 million and identified intangible assets, principally customer relationships of $2.0 million, and allocated the remaining $6.7 million to goodwill. These operations are included in the Color segment.

3.
Fair Value

Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, defines fair value for financial assets and liabilities, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. As of June 30, 2018, and December 31, 2017, the Company’s assets and liabilities subject to this standard are forward exchange contracts and investments in a money market fund and municipal investments. The fair value of the forward exchange contracts based on current pricing obtained for comparable derivative products (Level 2 inputs) was not material as of June 30, 2018, and was a liability of $0.6 million as of December 31, 2017. The fair value of the investments based on market quotes (Level 1 inputs) from June 30, 2018, and December 31, 2017, was an asset of $ 0.1 million in both periods and is reported in Other Assets in the Consolidated Condensed Balance Sheets.

The carrying values of the Company’s cash and cash equivalents, trade accounts receivable, accounts payable, accrued expenses, and short-term borrowings were approximately the same as the fair values as of June 30, 2018. 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 June 30, 2018, was $732.8 million. The fair value of the long-term debt at June 30, 2018, was $740.7 million.
 
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Index
4.
Segment Information

Operating results by segment for the periods presented are as follows:
 
(In thousands)
 
Flavors &
Fragrances
   
Color
   
Asia
Pacific
   
Corporate
& Other
   
Consolidated
 
Three months ended June 30, 2018:
                             
Revenue from external customers
 
$
191,818
   
$
140,702
   
$
30,521
   
$
-
   
$
363,041
 
Intersegment revenue
   
6,840
     
3,589
     
-
     
-
     
10,429
 
Total revenue
 
$
198,658
   
$
144,291
   
$
30,521
   
$
-
   
$
373,470
 
                                         
Operating income (loss)
 
$
24,001
   
$
31,133
   
$
4,634
   
$
(7,587
)
 
$
52,181
 
Interest expense
   
-
     
-
     
-
     
5,555
     
5,555
 
Earnings (loss) before income taxes
 
$
24,001
   
$
31,133
   
$
4,634
   
$
(13,142
)
 
$
46,626
 
                                         
Three months ended June 30, 2017:
                                       
Revenue from external customers
 
$
180,736
   
$
129,253
   
$
28,486
   
$
-
   
$
338,475
 
Intersegment revenue
   
4,820
     
3,641
     
459
     
-
     
8,920
 
Total revenue
 
$
185,556
   
$
132,894
   
$
28,945
   
$
-
   
$
347,395
 
                                         
Operating income (loss)
 
$
28,502
   
$
29,072
   
$
3,820
   
$
(17,014
)
 
$
44,380
 
Interest expense
   
-
     
-
     
-
     
4,717
     
4,717
 
Earnings (loss) before income taxes
 
$
28,502
   
$
29,072
   
$
3,820
   
$
(21,731
)
 
$
39,663
 
 
(In thousands)
 
Flavors &
Fragrances
   
Color
   
Asia
Pacific
   
Corporate
& Other
   
Consolidated
 
Six months ended June 30, 2018:
                                       
Revenue from external customers
 
$
374,300
   
$
284,430
   
$
60,788
   
$
-
   
$
719,518
 
Intersegment revenue
   
12,704
     
7,021
     
-
     
-
     
19,725
 
Total revenue
 
$
387,004
   
$
291,451
   
$
60,788
   
$
-
   
$
739,243
 
                                         
Operating income (loss)
 
$
49,328
   
$
64,805
   
$
9,506
   
$
(15,777
)
 
$
107,862
 
Interest expense
   
-
     
-
     
-
     
11,110
     
11,110
 
Earnings (loss) before income taxes
 
$
49,328
   
$
64,805
   
$
9,506
   
$
(26,887
)
 
$
96,752
 
                                         
Six months ended June 30, 2017:
                                       
Revenue from external customers
 
$
361,811
   
$
260,093
   
$
57,968
   
$
-
   
$
679,872
 
Intersegment revenue
   
10,620
     
6,867
     
613
     
-
     
18,100
 
Total revenue
 
$
372,431
   
$
266,960
   
$
58,581
   
$
-
   
$
697,972
 
                                         
Operating income (loss)
 
$
57,272
   
$
59,289
   
$
8,970
   
$
(57,114
)
 
$
68,417
 
Interest expense
   
-
     
-
     
-
     
9,528
     
9,528
 
Earnings (loss) before income taxes
 
$
57,272
   
$
59,289
   
$
8,970
   
$
(66,642
)
 
$
58,889
 
 
The Company evaluates performance based on operating income of the respective segments before restructuring and other costs, interest expense, and income taxes. The 2017 restructuring and other costs are reported in Corporate & Other. The 2017 other costs pertain to the costs associated with the Company’s divestiture of a facility and certain related business lines within the Flavors & Fragrances business in Strasbourg, France. There have been no restructuring and other costs in 2018.

In addition to evaluating the Company’s performance based on the segments above, revenue is also disaggregated and analyzed by product line and geographic market.  The following table displays our revenue by these major sources.
 
8

Index
Product Lines
 
(In thousands)
 
Flavors &
Fragrances
   
Color
   
Asia Pacific
   
Consolidated
 
Three months ended June 30, 2018:
                       
Flavors
 
$
115,222
   
$
-
   
$
-
   
$
115,222
 
Natural Ingredients
   
56,197
     
-
     
-
     
56,197
 
Fragrances
   
27,239
     
-
     
-
     
27,239
 
Food & Beverage Colors
   
-
     
77,467
     
-
     
77,467
 
Cosmetics
   
-
     
40,727
     
-
     
40,727
 
Other Colors
   
-
     
26,097
     
-
     
26,097
 
Asia Pacific
   
-
     
-
     
30,521
     
30,521
 
Intersegment Revenue
   
(6,840
)
   
(3,589
)
   
-
     
(10,429
)
Total revenue from external customers
 
$
191,818
   
$
140,702
   
$
30,521
   
$
363,041
 
                                 
Three months ended June 30, 2017:
                               
Flavors
 
$
115,535
   
$
-
   
$
-
   
$
115,535
 
Natural Ingredients
   
48,998
     
-
     
-
     
48,998
 
Fragrances
   
21,023
     
-
     
-
     
21,023
 
Food & Beverage Colors
   
-
     
70,496
     
-
     
70,496
 
Cosmetics
   
-
     
36,889
     
-
     
36,889
 
Other Colors
   
-
     
25,509
     
-
     
25,509
 
Asia Pacific
   
-
     
-
     
28,945
     
28,945
 
Intersegment Revenue
   
(4,820
)
   
(3,641
)
   
(459
)
   
(8,920
)
Total revenue from external customers
 
$
180,736
   
$
129,253
   
$
28,486
   
$
338,475
 

Product Lines
 
(In thousands)
 
Flavors &
Fragrances
   
Color
   
Asia Pacific
   
Consolidated
 
Six months ended June 30, 2018:
                       
Flavors
 
$
224,273
   
$
-
   
$
-
   
$
224,273
 
Natural Ingredients
   
109,398
     
-
     
-
     
109,398
 
Fragrances
   
53,333
     
-
     
-
     
53,333
 
Food & Beverage Colors
   
-
     
154,283
     
-
     
154,283
 
Cosmetics
   
-
     
86,231
     
-
     
86,231
 
Other Colors
   
-
     
50,937
     
-
     
50,937
 
Asia Pacific
   
-
     
-
     
60,788
     
60,788
 
Intersegment Revenue
   
(12,704
)
   
(7,021
)
   
-
     
(19,725
)
Total revenue from external customers
 
$
374,300
   
$
284,430
   
$
60,788
   
$
719,518
 
                                 
Six Months ended June 30, 2017:
                               
Flavors
 
$
229,152
   
$
-
   
$
-
   
$
229,152
 
Natural Ingredients
   
102,520
     
-
     
-
     
102,520
 
Fragrances
   
40,759
     
-
     
-
     
40,759
 
Food & Beverage Colors
   
-
     
141,884
     
-
     
141,884
 
Cosmetics
   
-
     
74,348
     
-
     
74,348
 
Other Colors
   
-
     
50,728
     
-
     
50,728
 
Asia Pacific
   
-
     
-
     
58,581
     
58,581
 
Intersegment Revenue
   
(10,620
)
   
(6,867
)
   
(613
)
   
(18,100
)
Total revenue from external customers
 
$
361,811
   
$
260,093
   
$
57,968
   
$
679,872
 
 
9

Index
Geographic Markets

(In thousands)
 
Flavors &
Fragrances
   
Color
   
Asia
Pacific
   
Consolidated
 
Three months ended June 30, 2018:
                       
North America
 
$
127,196
   
$
63,738
   
$
-
   
$
190,934
 
Europe
   
44,964
     
41,127
     
24
     
86,115
 
Asia Pacific
   
9,069
     
17,641
     
30,284
     
56,994
 
Other
   
10,589
     
18,196
     
213
     
28,998
 
Total revenue from external customers
 
$
191,818
   
$
140,702
   
$
30,521
   
$
363,041
 

Three months ended June 30, 2017:
                       
North America
 
$
121,727
   
$
59,303
   
$
-
   
$
181,030
 
Europe
   
42,414
     
37,787
     
64
     
80,265
 
Asia Pacific
   
6,798
     
15,023
     
27,976
     
49,797
 
Other
   
9,797
     
17,140
     
446
     
27,383
 
Total revenue from external customers
 
$
180,736
   
$
129,253
   
$
28,486
   
$
338,475
 

Geographic Markets
 
(In thousands)
 
Flavors &
Fragrances
   
Color
   
Asia
Pacific
   
Consolidated
 
Six months ended June 30, 2018:
                       
North America
 
$
246,251
   
$
127,320
   
$
-
   
$
373,571
 
Europe
   
90,391
     
84,758
     
30
     
175,179
 
Asia Pacific
   
16,091
     
34,551
     
60,295
     
110,937
 
Other
   
21,567
     
37,801
     
463
     
59,831
 
Total revenue from external customers
 
$
374,300
   
$
284,430
   
$
60,788
   
$
719,518
 

Six months ended June 30, 2017:
                       
North America
 
$
243,849
   
$
121,037
   
$
-
   
$
364,886
 
Europe
   
84,921
     
74,110
     
125
     
159,156
 
Asia Pacific
   
13,122
     
29,801
     
57,292
     
100,215
 
Other
   
19,919
     
35,145
     
551
     
55,615
 
Total revenue from external customers
 
$
361,811
   
$
260,093
   
$
57,968
   
$
679,872
 

5.
Inventories

At June 30, 2018, and December 31, 2017, inventories included finished and in-process products totaling $314.7 million and $310.4 million, respectively, and raw materials and supplies of $147.1 million and $153.1 million, respectively.

6.
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
June 30,
   
Six Months Ended
June 30,
 
(In thousands)
 
2018
   
2017
   
2018
   
2017
 
                         
Service cost
 
$
366
   
$
465
   
$
734
   
$
926
 
Interest cost
   
286
     
359
     
575
     
714
 
Expected return on plan assets
   
(241
)
   
(259
)
   
(486
)
   
(514
)
Amortization of actuarial gain
   
(27
)
   
(21
)
   
(54
)
   
(42
)
Settlement expense
   
-
     
3,797
     
-
     
3,797
 
                                 
Total defined benefit expense
 
$
384
   
$
4,341
   
$
769
   
$
4,881
 
 
10

Index
During the three months ended June 30, 2017, one of the Company’s defined benefit plans was terminated. As a result, the pension benefit obligation was settled by making lump-sum cash payments to certain participants and also purchasing nonparticipating annuity contracts to cover the remaining vested benefits. As a result of this plan’s termination, the Company recognized $3.8 million of settlement expense during the three months ended June 30, 2017, which have been recorded in the Company’s restructuring and other costs. The plan was associated with two facilities that were closed under the Company’s 2014 Restructuring Plan.

As noted in Note 1, Accounting Policies, the Company adopted ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, in the first quarter of 2018. As a result of the adoption of this ASU, the non-service cost portion of the Company’s annual benefit costs summarized above is recorded in Interest Expense in the Company’s Condensed Statement of Earnings. The service cost portion of the Company’s annual benefit costs is recorded in Selling and Administrative Expenses on the Company’s Condensed Statement of Earnings.

7.
Shareholders’ Equity

The Company repurchased one million shares of its common stock for an aggregate cost of $72.7 million during the three months ended March 31, 2018. The Company did not purchase any of its common stock during the three months ended June 30, 2018. The Company repurchased 178,800 and 334,649 shares of its common stock for an aggregate cost of $14.4 million and $26.7 million during the three and six months ended June 30, 2017, respectively. The amounts related to treasury stock purchases reported in the Company’s Consolidated Condensed Statements of Cash Flow represent purchases that settled within each respective six-month period.

8.
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 $28.8 million and $44.9 million of forward exchange contracts designated as hedges outstanding as of June 30, 2018, and December 31, 2017, respectively. For the three and six months ended June 30, 2018, losses of $0.1 million were reclassified into net earnings in the Company’s Consolidated Statement of Earnings, which offset the earnings impact of the related non-functional asset or liability hedged in the same period. For the three and six months ended June 30, 2017, gains of $0.2 million were reclassified into net earnings in the Company’s Consolidated Statement of Earnings, which offset the earnings impact of the related non-functional asset or liability hedged 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.

Net investment hedges – The Company has certain debt denominated in Euros and Swiss Francs. These debt instruments have been designated as partial hedges of the Company’s Euro and Swiss Franc net asset positions. 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”). As of June 30, 2018, and December 31, 2017, the total value of the Company’s Euro and Swiss Franc debt was $255.2 million and $261.9 million, respectively.  For the three and six months ended June 30, 2018, the impact of foreign exchange rates on these debt instruments decreased debt by $13.6 million and $6.7 million, respectively, which has been recorded as foreign currency translation in OCI.
 
11

Index
9.
Income Taxes

The effective income tax rates for continuing operations for the quarters ended June 30, 2018 and 2017, were 16.1% and 22.4%, respectively. For the six-month periods ended June 30, 2018 and 2017, the effective income tax rates for continuing operations were 20.1% and 25.3%, respectively. The effective tax rates in both 2018 and 2017 were impacted by changes in estimates associated with the finalization of prior year foreign and domestic tax items, audit settlements, adjustments to valuation allowances, and mix of foreign earnings. The 2018 tax rate was also impacted by the 2017 Tax Cuts and Jobs Act, which is commonly referred to as “2017 Tax Legislation”, including the filing of certain tax elections in the second quarter of 2018. The tax rate in 2017 was also impacted by the restructuring activities, the limited tax deductibility of losses related to the Company’s restructuring activities, and the sale of a facility and certain related business lines within the Flavors & Fragrances segment in Strasbourg, France.

Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Legislation. The Company is applying SAB 118, and believes the impact of the 2017 Tax Legislation on the 2018 and 2017 income tax expenses should be considered provisional estimates. The ultimate impact could differ from these provisional amounts, possibly materially, due to additional guidance, changes in interpretation, and additional analysis and assumptions the Company has made.  Any adjustments to the 2018 and 2017 provisional estimates will be reported in income tax expense in the reporting period in which any such adjustments are determined, which will be no later than the fourth quarter of 2018.

10.
Accumulated Other Comprehensive Income

The following table summarizes the changes in OCI during the three- and six-month periods ended June 30, 2018:

(In thousands)
 
Cash Flow
Hedges (a)
   
Pension
Items (a)
   
Foreign
Currency
Items
   
Total
 
Balance as of March 31, 2018
 
$
39
   
$
(339
)
 
$
(125,170
)
 
$
(125,470
)
Other comprehensive income before reclassifications
   
(145
)
   
-
     
(36,543
)
   
(36,688
)
Amounts reclassified from OCI
   
72
     
(30
)
   
-
     
42
 
Balance as of June 30, 2018
 
$
(34
)
 
$
(369
)
 
$
(161,713
)
 
$
(162,116
)


(In thousands)
 
Cash Flow
Hedges (a)
   
Pension
Items (a)
   
Foreign
Currency
Items
   
Total
 
Balance as of December 31, 2017
 
$
(669
)
 
$
(309
)
 
$
(148,356
)
 
$
(149,334
)
Other comprehensive income before reclassifications
   
525
     
-
     
(13,357
)
   
(12,832
)
Amounts reclassified from OCI
   
110
     
(60
)
   
-
     
50
 
Balance as of June 30, 2018
 
$
(34
)
 
$
(369
)
 
$
(161,713
)
 
$
(162,116
)

(a)
Cash Flow Hedges and Pension Items are net of tax.
 
12

Index
11.
Accounts Receivable Securitization

As previously disclosed, the Company entered into an accounts receivable securitization program with Wells Fargo & Company (“Wells Fargo”), whereby transactions under the program were accounted for as sales of trade receivables in accordance with ASC Topic 860, Transfers and Servicing. The commitment size under this program was $60 million. Sales of trade receivables under the program were recorded as a reduction of accounts receivable in the Consolidated Balance Sheet. The fair value of the receivables sold equaled the carrying cost at the time of sale and no gain or loss had been recorded as a result of the sales. The sales also resulted in the recording of a deferred purchase price amount, which represents the retained interest in the sold receivables. This amount was adjusted daily based on collections and other activity. The Company estimated the fair value of the deferred purchase price receivable based on historical performance of similar receivables, including an allowance for doubtful accounts, as well as estimated cash discounts to be taken by customers and potential credits issued to customers. The Company deemed the interest rate risk related to the deferred purchase price receivable to be de minimis primarily due to the short average collection cycle of the related receivables. As of December 31, 2017, the net trade receivables sold to Wells Fargo totaled $96.4 million and the fair value of the deferred purchase price was $36.4 million, which was recorded in Trade Accounts Receivable in the Company’s Consolidated Balance Sheets.

In June 2018, the Company amended its securitization program with Wells Fargo (the “Amendment”). Following the Amendment, the Company no longer accounts for the sales of the trade receivables in accordance with ASC Topic 860 and instead now maintains the trade receivables and related debt on its Consolidated Balance Sheet. In connection with the Amendment, Wells Fargo’s existing ownership interest in the trade receivables was converted into undivided interests in the trade receivables to secure a loan of up to $60 million to the Company and the deferred purchase price was eliminated. As of June 30, 2018, $60 million was borrowed under this agreement. See Note 12, Debt, for further information.

As a result of the Amendment, the Company’s trade account receivables increased by $60 million and the Company’s long-term debt increased by $60 million. This non-cash transaction did not impact the Company’s Consolidated Condensed Statement of Cash Flows during the six months ended June 30, 2018.

12.
Debt

In June 2018, the Company amended its accounts receivable securitization program with Wells Fargo. Under the amended program, Wells Fargo has extended a secured loan (the “Secured Loan”) of up to $60 million to the Company secured by Wells Fargo’s undivided interests in certain of the Company’s trade accounts receivables. The interest rate on the Secured Loan is LIBOR plus 0.75%. The Company has the intent and ability either to repay the Secured Loan with available funds from the Company’s existing long-term revolving credit facility, or to extend its accounts receivable program with Wells Fargo when it matures in October 2018. Accordingly, the Secured Loan has been classified as long-term debt on the Company’s Consolidated Balance Sheet. As of June 30, 2018, the Company has fully drawn the $60 million available under the securitization program.

In connection with the amendment to the accounts receivable securitization program, the Company entered into conforming amendments to its revolving credit facility and outstanding note purchase agreements.

13.
Restructuring

Between March 2014 and 2017, the Company executed a restructuring plan to eliminate underperforming operations, consolidate manufacturing facilities, and improve efficiencies within the Company. The Company recorded $7.4 million and $27.6 million of restructuring costs in Corporate & Other for the three and six months ended June 30, 2017, respectively. There were no restructuring and other costs incurred in the three or six months ended June 30, 2018.
 
13

Index
14.
Divestiture

In the first quarter of 2017, the Company completed the sale of a facility and certain business lines in Strasbourg, France, for $12.5 million. The Company recognized a non-cash loss of approximately $0.6 million and $11.6 million, respectively, in Corporate & Other during the three and six months ended June 30, 2017.

15.
Commitments and Contingencies

People of the State of Illinois v. Sensient Flavors LLC

On June 7, 2018, the Attorney General of the State of Illinois Office, on her own motion and at the request of the Illinois Environmental Protection Agency, filed a Complaint in the Lee County Circuit Court against Sensient Flavors LLC (“Sensient Flavors”). The Complaint alleges that Sensient Flavors’ Amboy, Illinois facility improperly discharged wastewater to the City of Amboy’s wastewater treatment plant in late 2015 and early 2016, causing the City to violate its discharge permit. The Complaint alleges two counts against Sensient Flavors for violations of Illinois state law; the first for causing water pollution alleged to have come from the City of Amboy wastewater treatment plant; and the second for the introduction of contaminants into a sewage works (i.e., the City of Amboy’s wastewater treatment plant). The Complaint seeks to enjoin Sensient Flavors from further violations, to assess civil penalties for each violation, and to order payment of all costs, including attorney, expert witness, and consultant fees.

The Company believes the facility’s discharges in question were done with the consent of the City of Amboy and in compliance with Illinois state law, and that Sensient Flavors complied with its wastewater permit, City of Amboy ordinances, and applicable Illinois state laws.  The Company notes that at all times relevant to the Complaint, the City of Amboy accepted Sensient Flavors’ wastewater and, in fact, charged Sensient Flavors for treating Sensient Flavors’ wastewater. While the parties have been engaged in settlement discussion since March 2018, and the Company remains hopeful that it will be able to resolve this matter, the Company will nonetheless continue to vigorously defend itself.  The Company does not believe that the civil penalties and costs, or the settlement costs in lieu thereof, will be material to the Company’s consolidated financial statements.

Other Claims and Litigation

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.
 
16.
Subsequent Event

On July 10, 2018, the Company completed the acquisition of Mazza Innovation Limited, a botanical extraction business with patented solvent-free extraction processes, located in Vancouver, Canada. The Company paid $20 million of cash for this acquisition. This business provides broad technologies for both the Color and Flavors & Fragrances segments.
 
14

Index
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Revenue
Revenue was $363.0 million and $338.5 million for the three months ended June 30, 2018 and 2017, respectively, an increase of 7.3%. Revenue was $719.5 million and $679.9 million for the six months ended June 30, 2018 and 2017, respectively, an increase of 5.8%. For the three and six months ended June 30, 2018 and 2017, the impact of foreign exchange rates increased consolidated revenue by approximately 2% and 3%, respectively.

Gross Profit
The Company’s gross margin was 33.5% and 35.2% for the three months ended June 30, 2018 and 2017, respectively. The decrease in gross margin for the three months ended June 30, 2018, is primarily a result of higher raw material costs and manufacturing and other costs, partially offset by higher volumes and product mix.

Gross margin was 34.0% and 35.3% for the six months ended June 30, 2018 and 2017, respectively. Included in costs of sales is $0.3 million of restructuring costs for the six months ended June 30, 2017. The decrease in gross margin for the six months ended June 30, 2018, is primarily a result of higher raw material costs and manufacturing and other costs, partially offset by higher volumes and product mix. Restructuring costs reduced gross margin by 10 basis points during the six months ended June 30, 2017.

Selling and Administrative Expense
Selling and administrative expenses as a percent of revenue were 19.1% and 22.1% for the three months ended June 30, 2018 and 2017, respectively. In 2018, there were no restructuring and other costs. Restructuring and other costs of $7.9 million were included in selling and administrative expenses for the three months ended June 30, 2017. The decrease in selling and administrative expenses as a percent of revenue is primarily due to the restructuring and other costs incurred in 2017. Restructuring and other costs increased selling and administrative expense as a percent of revenue by 230 basis points for the three months ended June 30, 2017.

Selling and administrative expenses as a percent of revenue were 19.0% and 25.3% for the six months ended June 30, 2018 and 2017, respectively. In 2018, there were no restructuring and other costs. Restructuring and other costs of $38.8 million were included in selling and administrative expenses for the six months ended June 30, 2017. The decrease in selling and administrative expenses as a percent of revenue is primarily due to the restructuring and other costs incurred in 2017. Restructuring and other costs increased selling and administrative expense as a percent of revenue by 570 basis points for the six months ended June 30, 2017.

Operating Income
Operating income was $52.2 million and $44.4 million for the three months ended June 30, 2018 and 2017, respectively. Operating margins were 14.4% and 13.1% for the three months ended June 30, 2018 and 2017, respectively. Restructuring and other costs reduced operating margins by 230 basis points during the three months ended June 30, 2017.

Operating income was $107.9 million and $68.4 million for the six months ended June 30, 2018 and 2017, respectively. Operating margins were 15.0% and 10.1% for the six months ended June 30, 2018 and 2017, respectively. Restructuring and other costs reduced operating margins by 570 basis points during the six months ended June 30, 2017.

Interest Expense
Interest expense was $5.6 million and $4.7 million for the three months ended June 30, 2018 and 2017, respectively, and $11.1 million and $9.5 million for the six months ended June 30, 2018 and 2017, respectively. The increase in interest expense is a result of the Company’s higher average debt balance.
 
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Income Taxes
The effective income tax rates for continuing operations for the quarters ended June 30, 2018 and 2017, were 16.1% and 22.4%, respectively. For the six-month periods ended June 30, 2018 and 2017, the effective income tax rates for continuing operations were 20.1% and 25.3%, respectively. The effective tax rates in both 2018 and 2017 were impacted by changes in estimates associated with the finalization of prior year foreign and domestic tax items, audit settlements, adjustments to valuation allowances, and mix of foreign earnings. The 2018 tax rate was also impacted by the 2017 Tax Cuts and Jobs Act, which is commonly referred to as “2017 Tax Legislation”, including the filing of certain tax elections in the second quarter of 2018. The tax rate in 2017 was also impacted by the restructuring activities, the limited tax deductibility of losses related to the Company’s restructuring activities, and the sale of a facility and certain related business lines within the Flavors & Fragrances segment in Strasbourg, France.

Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Legislation. The Company is applying SAB 118, and believes the impact of the 2017 Tax Legislation on the 2018 and 2017 income tax expenses should be considered provisional estimates. The ultimate impact could differ from these provisional amounts, possibly materially, due to additional guidance, changes in interpretation, and additional analysis and assumptions the Company has made.  Any adjustments to the 2018 and 2017 provisional estimates will be reported in income tax expense in the reporting period in which any such adjustments are determined, which will be no later than the fourth quarter of 2018.

Acquisition
On March 9, 2018, the Company completed the acquisition of certain net assets and the natural color business of GlobeNatural, a natural food and ingredient company based in Lima, Peru. The Company paid $10.8 million of cash for this acquisition. The Company acquired net assets of $2.1 million and identified intangible assets, principally customer relationships of $2.0 million, and allocated the remaining $6.7 million to goodwill. These operations are included in the Color segment.

Restructuring
Between March 2014 and 2017, the Company executed a restructuring plan to eliminate underperforming operations, consolidate manufacturing facilities, and improve efficiencies within the Company. The Company recorded $7.4 million and $27.6 million of restructuring costs in Corporate & Other for the three and six months ended June 30, 2017, respectively. There were no restructuring and other costs incurred in the three or six months ended June 30, 2018.

Divestiture
In the first quarter of 2017, the Company completed the sale of a facility and certain business lines in Strasbourg, France, for $12.5 million. The Company recognized a non-cash loss of approximately $0.6 million and $11.6 million, respectively, in Corporate & Other during the three and six months ended June 30, 2017.
 
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NON-GAAP FINANCIAL MEASURES

Within the following tables, the Company reports certain non-GAAP financial measures, including: (1) adjusted operating income, adjusted net earnings, and adjusted diluted EPS from continuing operations (which exclude restructuring and other costs) and (2) percentage changes in revenue, operating income, diluted EPS, adjusted operating income, and adjusted diluted EPS on a local currency basis (which eliminate the effects that result from translating its international operations into U.S. dollars). The other costs in 2017 are for the divestiture related costs discussed under Divestiture above. There were no restructuring and other costs incurred in the three and six months ended June 30, 2018.

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

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2018
   
2017
   
% Change
   
2018
   
2017
   
% Change
 
                                     
Operating income (GAAP)
 
$
52,181
   
$
44,380
     
17.6
%
 
$
107,862
   
$
68,417
     
57.7
%
Restructuring - Cost of products sold
   
-
     
-
             
-
     
342
         
Restructuring - Selling and administrative
   
-
     
7,415
             
-
     
27,285
         
Other -  Selling and administrative (1)
   
-
     
494
             
-
     
11,541
         
Adjusted operating income
 
$
52,181
   
$
52,289
     
(0.2
%)
 
$
107,862
   
$
107,585
     
0.3
%
                                                 
Net earnings (GAAP)
 
$
39,123
   
$
30,774
     
27.1
%
 
$
77,317
   
$
43,966
     
75.9
%
Restructuring and other, before tax
   
-
     
7,909
             
-
     
39,168
         
Tax impact of restructuring and other
   
-
     
(278
)
           
-
     
(8,105
)
       
Adjusted net earnings
 
$
39,123
   
$
38,405
     
1.9
%
 
$
77,317
   
$
75,029
     
3.0
%
                                                 
Diluted EPS from continuing operations (GAAP)
 
$
0.92
   
$
0.69
     
33.3
%
 
$
1.81
   
$
0.99
     
82.8
%
Restructuring and other, net of tax
   
-
     
0.17
             
-
     
0.70
         
Adjusted diluted EPS
 
$
0.92
   
$
0.87
     
5.7
%
 
$
1.81
   
$
1.69
     
7.1
%

(1)
The other costs in 2017 are for the divestiture related costs discussed under Divestiture above.
 
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The following table summarizes the percentage change for the results for the three and six months ended June 30, 2018, compared to the results for the three and six months ended June 30, 2017, in the respective financial measures.

   
Three Months Ended June 30, 2018
   
Six Months Ended June 30, 2018
 
Revenue
 
Total
   
Foreign
Exchange
Rates
   
Local
Currency
   
Total
   
Foreign
Exchange
Rates
   
Local
Currency
 
Flavors & Fragrances
   
7.1
%
   
1.6
%
   
5.4
%
   
3.9
%
   
3.0
%
   
0.9
%
Color
   
8.6
%
   
1.4
%
   
7.2
%
   
9.2
%
   
3.6
%
   
5.6
%
Asia Pacific
   
5.4
%
   
1.4
%
   
4.0
%
   
3.8
%
   
2.9
%
   
0.9
%
Total Revenue
   
7.3
%
   
1.5
%
   
5.7
%
   
5.8
%
   
3.2
%
   
2.6
%
                                                 
                                                 
Operating Income
                                               
Flavors & Fragrances
   
(15.8
%)
   
(0.2
%)
   
(15.6
%)
   
(13.9
%)
   
0.6
%
   
(14.4
%)
Color
   
7.1
%
   
2.0
%
   
5.1
%
   
9.3
%
   
4.3
%
   
5.0
%
Asia Pacific
   
21.3
%
   
2.3
%
   
19.0
%
   
6.0
%
   
4.7
%
   
1.3
%
Corporate & Other
   
(55.4
%)
   
0.6
%
   
(56.0
%)
   
(72.4
%)
   
2.1
%
   
(74.5
%)
Operating Income
   
17.6
%
   
1.2
%
   
16.4
%
   
57.7
%
   
3.1
%
   
54.6
%
                                                 
Diluted EPS
   
33.3
%
   
1.4
%
   
31.9
%
   
82.8
%
   
3.0
%
   
79.8
%
                                                 
Adjusted Operating Income (1)
   
(0.2
%)
   
1.2
%
   
(1.4
%)
   
0.3
%
   
3.1
%
   
(2.8
%)
Adjusted Diluted EPS (1)
   
5.7
%
   
1.1
%
   
4.6
%
   
7.1
%
   
3.0
%
   
4.1
%
 
(1)
Refer to the table above for a reconciliation of these non-GAAP measures.
 
SEGMENT INFORMATION

The Company determines its operating segments based on information utilized by the chief operating decision maker to allocate resources and assess performance. Segment performance is evaluated on operating income of the respective business units before restructuring and other costs, which are reported in Corporate & Other, interest expense, and income taxes.

The Company’s discussion below regarding its operating segments has been updated to reflect the Company’s disaggregation of revenue, which was adopted in the first quarter of 2018, as summarized in Part I, Item I, Note 4, Segment Information, of this report.

Flavors & Fragrances
Flavors & Fragrances segment revenue was $198.7 million and $185.6 million for the three months ended June 30, 2018 and 2017, respectively, an increase of approximately 7%. Foreign exchange rates increased segment revenue by approximately 2%. The increase was primarily a result of higher revenue in Natural Ingredients and Fragrances. The higher revenue in Natural Ingredients is primarily a result of favorable volumes, partially offset by lower selling prices. The higher revenue in Fragrances is primarily a result of favorable volumes, higher selling prices, and favorable exchanges rates. Growth within Flavors was broad based but was offset by lower volumes at one site.  This site has been impacted by last year’s plant consolidation and by market and customer declines in certain dairy categories.

Flavors & Fragrances segment revenue was $387.0 million and $372.4 million for the six months ended June 30, 2018 and 2017, respectively, an increase of approximately 4%. Foreign exchange rates increased segment revenue by approximately 3%. The increase was primarily a result of higher revenue in Fragrances and Natural Ingredients, partially offset by lower revenue in Flavors. The higher revenue in Fragrances is primarily a result of favorable volumes, higher selling prices, and favorable exchange rates. The higher revenue in Natural Ingredients is primarily a result of favorable volumes and exchange rates, partially offset by the impact of the 2017 sale of the European Natural Ingredients business and lower selling prices. The lower revenue in Flavors is primarily a result of lower volumes, partially offset by the favorable impact of exchange rates and higher selling prices.
 
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Flavors & Fragrances segment operating income was $24.0 million and $28.5 million for the three months ended June 30, 2018 and 2017, respectively, a decrease of approximately 16%. Foreign exchange rates had minimal impact on segment operating income. The lower segment operating income was primarily a result of lower operating income in Flavors and Natural Ingredients. The lower operating income in Flavors is primarily a result of lower volumes and product mix, partially offset by higher selling prices.  The lower operating income in Natural Ingredients was primarily due to lower selling prices and higher raw material costs, partially offset by higher volumes and lower manufacturing and other costs. Segment operating income as a percent of revenue was 12.1% in the current quarter and 15.4% in the prior year’s comparable quarter.

Flavors & Fragrances segment operating income was $49.3 million and $57.3 million for the six months ended June 30, 2018 and 2017, respectively, a decrease of approximately 14%. Foreign exchange rates increased segment operating income by approximately 1%. The lower segment operating income was primarily a result of lower operating income in Flavors and Natural Ingredients. The lower operating income in Flavors is primarily a result of lower volumes and product mix, partially offset by higher selling prices, lower manufacturing and other costs, and lower raw material costs. The lower operating income in Natural Ingredients was primarily due to higher raw material costs and lower selling prices, partially offset by higher volumes and lower manufacturing and other costs. Segment operating income as a percent of revenue was 12.7% and 15.4% for the six months ended June 30, 2018 and 2017, respectively.

Color
Segment revenue for the Color segment was $144.3 million and $132.9 million for the three months ended June 30, 2018 and 2017, respectively, an increase of approximately 9%. Foreign exchange rates increased segment revenue by approximately 1%. The increase was primarily a result of higher revenue in Food & Beverage Colors and Cosmetic Colors. The higher revenue in Food & Beverage Colors is primarily a result of higher volumes, favorable exchange rates, and the impact of the acquisition (refer to Note 2, Acquisition, for more information). The higher revenue in Cosmetic Colors is primarily a result of higher volumes and favorable exchange rates.

Segment revenue for the Color segment was $291.5 million and $267.0 million for the six months ended June 30, 2018 and 2017, respectively, an increase of approximately 9%. Foreign exchange rates increased segment revenue by approximately 4%. The higher segment revenue was primarily a result of higher revenue in Food & Beverage Colors and Cosmetic Colors. The higher revenue in Food & Beverage Colors is primarily a result of higher volumes, favorable exchange rates, and the impact of the acquisition. The higher revenue in Cosmetic Colors is primarily a result of higher volumes, the favorable impact of exchange rates and higher selling prices.

Segment operating income for the Color segment was $31.1 million and $29.1 million for the three months ended June 30, 2018 and 2017, respectively, an increase of approximately 7%. Foreign exchange rates increased segment operating income by approximately 2%.  The higher segment operating income was primarily a result of higher operating income in Cosmetic Colors and Food & Beverage Colors. The higher operating income in Cosmetic Colors is primarily a result of higher volumes and product mix, partially offset by higher manufacturing and other costs. The higher operating income in Food & Beverage Colors is primarily a result of higher volumes and product mix, partially offset by higher raw material costs. Segment operating income as a percent of revenue was 21.6% in the current quarter and 21.9% in the prior year’s comparable quarter.

Segment operating income for the Color segment was $64.8 million and $59.3 million for the six months ended June 30, 2018 and 2017, respectively, an increase of approximately 9%. Foreign exchange rates increased segment operating income by approximately 4%.  The higher segment operating income was primarily a result of higher operating income in Cosmetic Colors. The higher operating income in Cosmetic Colors is primarily a result of higher volumes and product mix, higher selling prices, and the favorable impact of exchange rates, partially offset by higher manufacturing and other costs. Segment operating income as a percent of revenue was 22.2% for both the six month periods ended June 30, 2018 and 2017.

Asia Pacific
Segment revenue for the Asia Pacific segment was $30.5 million and $28.9 million for the three months ended June 30, 2018 and 2017, respectively, an increase of approximately 5%. Foreign exchange rates increased segment revenue by approximately 1%. The higher segment revenue was primarily due to higher selling prices and volumes.
 
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Segment revenue for the Asia Pacific segment was $60.8 million and $58.6 million for the six months ended June 30, 2018 and 2017, respectively, an increase of approximately 4%. Foreign exchange rates increased segment revenue by approximately 3%. The higher segment revenue was primarily due to favorable exchange rates and higher selling prices, partially offset by lower volumes.
 
Segment operating income for the Asia Pacific segment was $4.6 million and $3.8 million for the three months ended June 30, 2018 and 2017, respectively, an increase of approximately 21%. Foreign exchange rates increased segment operating income by approximately 2%.  The higher segment operating income was primarily due to higher selling prices and higher volumes and product mix.  Segment operating income as a percent of revenue was 15.2% in the current quarter and 13.2% in the prior year’s comparable quarter.

Segment operating income for the Asia Pacific segment was $9.5 million and $9.0 million for the six months ended June 30, 2018 and 2017, respectively, an increase of approximately 6%. Foreign exchange rates increased segment operating income by approximately 5%. The higher segment operating income was primarily due to higher selling prices and higher volumes and product mix, partially offset by higher manufacturing and other costs.  Segment operating income as a percent of revenue was 15.6% and 15.3% for the six months ended June 30, 2018 and 2017, respectively.

Corporate & Other
The Corporate & Other operating loss was $7.6 million and $17.0 million for the three months ended June 30, 2018 and 2017, respectively, and $15.8 million and $57.1 million, for the six months ended June 30, 2018 and 2017, respectively. The lower operating loss in both the three and six month periods ended June 30, 2018, were primarily a result of the absence in 2018 of the restructuring and other costs that were incurred in 2017 and lower performance based executive compensation incurred in 2018.  Restructuring and other costs were $7.9 million and $39.2 million for the three and six month periods ended June 30, 2017, respectively. There were no restructuring and other costs incurred in the three and six month periods ended June 30, 2018.

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 June 30, 2018. The Company expects its cash flow from operations and its available debt capacity can be used to meet future cash requirements for operations, capital expenditures, dividend payments, acquisitions, and stock repurchases.

Cash Flows from Operating Activities
Net cash used in operating activities was $28.2 million for the six months ended June 30, 2018, compared to net cash provided by operating activities of $0.8 million for the six months ended June 30, 2017. The Company adopted ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, during the first quarter of 2018 (refer to Note 1, Accounting Policies, included in Part I, Item I of this report). The Company adopted this standard in the first quarter of 2018, using monthly cash receipts as its unit of account for cash received related to the beneficial interest in previously transferred receivables. In the second quarter of 2018, the Company updated its unit of account to daily cash receipts for cash received related to the beneficial interest in the previously transferred receivables.  The Company has included $91 million and $59 million as cash flows from investing activities for the six month periods ended June 30, 2018 and 2017, respectively, related to collections on beneficial interests in previously transferred receivables. The reported amounts include adjustments of $35 million and $25 million of collections on beneficial interests in previously transferred receivables for the three months ended March 31, 2018 and 2017, respectively, which were previously reported as cash flows from operating activities.

In June 2018, the Company amended its account receivable securitization program with Wells Fargo. As a result of the amendment made to the Company’s account receivable securitization program (refer to Note 11, Accounts Receivable Securitization, for more information), the Company’s trade account receivables increased by $60 million and the Company’s long-term debt increased by $60 million. This non-cash transaction was recorded on the Company’s Consolidated Condensed Statement of Cash Flows during the six months ended June 30, 2018.

Cash Flows from Investing Activities
Net cash provided by investing activities was $56.9 million and $60.0 million for the six months ended June 30, 2018 and 2017, respectively. Capital expenditures were $24 million and $20 million for the six months ended June 30, 2018 and 2017, respectively. During the first six months of 2018 and 2017, the Company has included $91 million and $59 million, respectively, of cash receipts on sold receivables, related to the adoption of ASU (2016-15), discussed above.  During the three months ended March 31, 2018, the Company acquired one business and the assets of another business for a total of $11.3 million. During the three months ended March 31, 2017, the Company sold two businesses and a facility and certain business lines for $12.5 million in proceeds. During the three months ended June 30, 2017, the Company sold a facility (that was previously closed as a result of the Company’s 2014 Restructuring Plan) for $5.0 million.
 
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Index
Cash Flows from Financing Activities
Net cash used in financing activities was $28.9 million and $68.8 million for the six months ended June 30, 2018 and 2017, respectively. The Company repurchased $72.7 million and $26.7 million of Company stock for the six months ended June 30, 2018 and 2017, respectively. Net debt increased in the first six months of 2018 by $75 million and decreased by $15 million in the first six months of 2017. For purposes of the cash flow statement, net changes in debt exclude the impact of foreign exchange rates. Dividends of $28.2 million and $26.6 million were paid during the six months ended June 30, 2018 and 2017, respectively. Dividends paid were 66 cents per share and 60 cents per share in the first six months of 2018 and 2017, respectively.

In June 2018, the Company amended its account receivable securitization program with Wells Fargo. As a result of the amendment made to the Company’s account receivable securitization program (refer to Note 11, Accounts Receivable Securitization, for more information), the Company’s trade account receivables increased by $60 million and the Company’s long-term debt increased by $60 million. This non-cash transaction did not impact the Company’s Consolidated Condensed Statement of Cash Flows during the six-months ended June 30, 2018.

CONTRACTUAL OBLIGATIONS

Refer to Note 11, Accounts Receivable Securitization, included in Part I, Item I of this report for information about the Company’s amended account receivable securitization program. Otherwise, there have been no material changes in the Company’s contractual obligations during the quarter ended June 30, 2018.  For additional information about contractual obligations, refer to “Contractual Obligations” under Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

OFF-BALANCE SHEET ARRANGEMENTS

As of June 30, 2018, the Company has no off-balance sheet arrangements.

As previously disclosed, the Company was engaged in an accounts receivable securitization program with Wells Fargo with a commitment size of $60 million, whereby transactions under the program were accounted for as sales of trade receivables in accordance with ASC Topic 860, Transfers and Servicing, and removed from the Company’s Consolidated Balance Sheet.  In June 2018, the Company amended this accounts receivable securitization program to eliminate the sale of the trade receivables from the Company to Wells Fargo. In connection with the amendment, Wells Fargo’s ownership interest in the trade receivables was converted into undivided interests in certain of the Company’s trade receivables to secure a loan of up to $60 million to the Company and the deferred purchase price was eliminated. As a result of this amendment, the Company’s trade account receivables increased by $60 million and the Company’s long-term debt increased by $60 million during the second quarter of 2018. See Note 11, Accounts Receivable Securitization, and Note 12, Debt, included in Part I, Item I of this report for further information.

CRITICAL ACCOUNTING POLICIES

There have been no material changes in the Company’s critical accounting policies during the quarter ended June 30, 2018.  For additional information about critical accounting policies, refer to “Critical Accounting Policies” under Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

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 June 30, 2018.  For additional information about market risk refer to Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
 
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Index
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.

Change in Internal Control Over Financial Reporting:  There has 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 Company’s most recent quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements that reflect management’s current assumptions and estimates of future economic circumstances, industry conditions, Company performance, and financial results.  Forward-looking statements include statements in the future tense, statements referring to any period after June 30, 2018, and statements including the terms “expect,” “believe,” “anticipate”, and other similar terms that express expectations as to future events or conditions.  The Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements.  Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and other factors that could cause actual events to differ materially from those expressed in those statements.  A variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results.  These factors and assumptions include the pace and nature of new product introductions by the Company and the Company’s customers; the Company’s ability to successfully implement its growth strategies; the outcome of the Company’s various productivity-improvement and cost-reduction efforts; the effectiveness of the Company’s past restructuring activities; changes in costs and availability of raw materials and energy; industry and economic factors related to the Company’s domestic and international business; competition from other suppliers of colors, flavors, and fragrances; growth or contraction in markets for products in which the Company competes; terminations and other changes in customer relationships; the costs of compliance, or failure to comply, with laws and regulations applicable to our industries and markets; changing consumer preferences and changing technologies; industry and customer acceptance of price increases; currency exchange rate fluctuations; cost and availability of credit; results of litigation, governmental investigations, or other proceedings; complications as a result of existing or future information technology system applications and hardware; the matters discussed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017; and the matters discussed above under Item 2 including the critical accounting policies referenced therein.  Except to the extent required by applicable law, the Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

PART II.
OTHER INFORMATION

ITEM 1.
LEGAL PROCEEDINGS

People of the State of Illinois v. Sensient Flavors LLC

On June 7, 2018, the Attorney General of the State of Illinois Office, on her own motion and at the request of the Illinois Environmental Protection Agency, filed a Complaint in the Lee County Circuit Court against Sensient Flavors LLC (“Sensient Flavors”). The Complaint alleges that Sensient Flavors’ Amboy, Illinois facility improperly discharged wastewater to the City of Amboy’s wastewater treatment plant in late 2015 and early 2016, causing the City to violate its discharge permit. The Complaint alleges two counts against Sensient Flavors for violations of Illinois state law; the first for causing water pollution alleged to have come from the City of Amboy wastewater treatment plant; and the second for the introduction of contaminants into a sewage works (i.e., the City of Amboy’s wastewater treatment plant). The Complaint seeks to enjoin Sensient Flavors from further violations, to assess civil penalties for each violation, and to order payment of all costs, including attorney, expert witness, and consultant fees.
 
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Index
The Company believes the facility’s discharges in question were done with the consent of the City of Amboy and in compliance with Illinois state law, and that Sensient Flavors complied with its wastewater permit, City of Amboy ordinances, and applicable Illinois state laws.  The Company notes that at all times relevant to the Complaint, the City of Amboy accepted Sensient Flavors’ wastewater and, in fact, charged Sensient Flavors for treating Sensient Flavors’ wastewater. While the parties have been engaged in settlement discussion since March 2018, and the Company remains hopeful that it will be able to resolve this matter, the Company will nonetheless continue to vigorously defend itself.  The Company does not believe that the civil penalties and costs, or the settlement costs in lieu thereof, will be material to the Company’s consolidated financial statements.

Other Claims and Litigation

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.

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, 2017.

ITEM 6.
EXHIBITS

See Exhibit Index following this report.
 
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Index
 SENSIENT TECHNOLOGIES CORPORATION
EXHIBIT INDEX
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2018

Exhibit
Description
Incorporated by Reference From
Filed Herewith
       
4.1(d)
Third Amendment dated as of June 22, 2018 to Note Purchase Agreement dated as of March 22, 2011
 
X
       
4.2(d)
Third Amendment dated as of June 22, 2018 to Note Purchase Agreement dated as of April 5, 2013
 
X
       
4.3(c)
Second Amendment dated as of June 22, 2018 to Note Purchase Agreement dated as of November 6, 2015
 
X
       
4.4(b)
First Amendment dated as of June 22, 2018 to Note Purchase Agreement dated as of May 3, 2017
 
X
       
10.2(d)
First Amendment to Second Amended and Restated Credit Agreement dated as of June 22, 2018
 
X
       
10.5(c)
Amendment No. 2 to Receivables Purchase Agreement, dated as of June 26, 2018
 
X
       
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
Interactive data files pursuant to Rule 405 of Regulation S-T
 
X
 
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Index
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:
August 6, 2018
By:
 /s/  John J. Manning
 
     
John J. Manning, Vice President,
     
General Counsel & Secretary
       
Date:
August 6, 2018
By:
 /s/  Stephen J. Rolfs
 
     
Stephen J. Rolfs, Senior Vice President
& Chief Financial Officer
 
 
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Section 2: EX-4.1(D) (EXHIBIT 4.1(D))


Exhibit 4.1(d)
 
Sensient Technologies Corporation



Third Amendment
Dated as of June 22, 2018

to

Note Purchase Agreement
Dated as of March 22, 2011



Re:          $25,000,000 4.47% Senior Notes, Series C, due November 28, 2018
 

Third Amendment to Note Purchase Agreement

This Third Amendment dated as of June 22, 2018 (the or this “Third Amendment”) to the Note Purchase Agreement dated as of March 22, 2011 is among Sensient Technologies Corporation, a Wisconsin corporation (the “Company”), and each of the institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).

Recitals:

A.       The Company and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated as of March 22, 2011 (the “Note Purchase Agreement”).  The Company has heretofore issued $25,000,000 aggregate principal amount of its 4.47% Senior Notes, Series C, due November 28, 2018 (the “Notes”).  The Noteholders are the holders more than 51% of the outstanding principal amount of the Notes.

B.        The Company and the Noteholders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

C.        Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.

D.        All requirements of law have been fully complied with and all other acts and things necessary to make this Third Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

Now, Therefore, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Third Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

Section 1.
Amendments.

Section 1.1.      Section 10.6(d) of the Note Purchase Agreement shall be and is hereby amended by deleting the phrase “which qualifies as a sale under GAAP”.

Section 2.
Representations and Warranties of the Company.

Section 2.1.      To induce the Noteholders to execute and deliver this Third Amendment (which representations shall survive the execution and delivery of this Third Amendment), the Company represents and warrants to the Noteholders that:

(a)          this Third Amendment has been duly authorized, executed and delivered by it and this Third Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;
 

Sensient Technologies Corporation
Third Amendment
 
(b)          the Note Purchase Agreement, as amended by this Third Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(c)          the execution, delivery and performance by the Company of this Third Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, including, without limitation, the Bank Credit Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c);

(d)          as of the date hereof and after giving effect to this Third Amendment, no Default or Event of Default has occurred which is continuing; and

(e)          all the representations and warranties contained in Section 5 of the Note Purchase Agreement are true and correct in all material respects with the same force and effect as if made by the Company on and as of the date hereof, except to the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date.

Section 3.
Conditions to Effectiveness of This Third Amendment.

Section 3.1.      This Third Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:

(a)          executed counterparts of this Third Amendment, duly executed by the Company and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders;

(b)          the Noteholders shall have received evidence satisfactory to them that amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of April 15, 2013 among the Company and the purchasers named in Schedule A thereto, (C) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (D) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effect; and
 
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Sensient Technologies Corporation
Third Amendment
 
(c)          the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof.

Upon receipt of all of the foregoing, this Third Amendment shall become effective.

Section 4.
Payment of Noteholders’ Counsel Fees and Expenses.

Section 4.1.      The Company agrees to pay upon demand, the reasonable fees and expenses of Chapman and Cutler LLP, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Third Amendment.

Section 5.
Miscellaneous.

Section 5.1.      This Third Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this Third Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

Section 5.2.     Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Third Amendment may refer to the Note Purchase Agreement without making specific reference to this Third Amendment but nevertheless all such references shall include this Third Amendment unless the context otherwise requires.

Section 5.3.      The descriptive headings of the various Sections or parts of this Third Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 5.4.      This Third Amendment shall be governed by and construed in accordance with New York law.
 
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Sensient Technologies Corporation
Third Amendment
 
Section 5.5.      The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Third Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.
 
 
Sensient Technologies Corporation
   
By
 
Its
 
 

Sensient Technologies Corporation
Third Amendment
 
Accepted and Agreed to:
 
 
[Required Holders]
 
 
By
 
Name:
 
Title:
 
 

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Section 3: EX-4.2(D) (EXHIBIT 4.2(D))


Exhibit 4.2(d)

Sensient Technologies Corporation



Third Amendment
Dated as of June 22, 2018

to

Note Purchase Agreement
Dated as of April 5, 2013



Re:           $75,000,000 3.66% Senior Notes, Series D, due November 29, 2023
€38,246,768.26 3.06% Senior Notes, Series E, due November 29, 2023
 

Third Amendment to Note Purchase Agreement

This Third Amendment dated as of June 22, 2018 (the or this “Third Amendment”) to the Note Purchase Agreement dated as of April 5, 2013 is among Sensient Technologies Corporation, a Wisconsin corporation (the “Company”), and each of the institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).

Recitals:

A.        The Company and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated as of April 5, 2013 (the “Note Purchase Agreement”).  The Company has heretofore issued (a) $75,000,000 aggregate principal amount of its 3.66% Senior Notes, Series D, due November 29, 2023 (the “Series D Notes”), and (b) €38,246,768.26 aggregate principal amount of its 3.06% Senior Notes, Series E, due November 29, 2023 (the “Series E Notes”, and together with the Series D Notes, the “Notes”).  The Noteholders are the holders more than 51% of the outstanding principal amount of the Notes.

B.         The Company and the Noteholders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

C.         Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.

D.        All requirements of law have been fully complied with and all other acts and things necessary to make this Third Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

Now, Therefore, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Third Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:
 
Section 1.
Amendments.
 
Section 1.1.      Section 10.6(d) of the Note Purchase Agreement shall be and is hereby amended by deleting the phrase “which qualifies as a sale under GAAP”.
 
Section 2.
Representations and Warranties of the Company.
 
Section 2.1.       To induce the Noteholders to execute and deliver this Third Amendment (which representations shall survive the execution and delivery of this Third Amendment), the Company represents and warrants to the Noteholders that:
 

Sensient Technologies Corporation
Third Amendment
 
(a)          this Third Amendment has been duly authorized, executed and delivered by it and this Third Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;
 
(b)          the Note Purchase Agreement, as amended by this Third Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;
 
(c)          the execution, delivery and performance by the Company of this Third Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, including, without limitation, the Bank Credit Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c);
 
(d)          as of the date hereof and after giving effect to this Third Amendment, no Default or Event of Default has occurred which is continuing; and
 
(e)          all the representations and warranties contained in Section 5 of the Note Purchase Agreement are true and correct in all material respects with the same force and effect as if made by the Company on and as of the date hereof, except to the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date.
 
Section 3.
Conditions to Effectiveness of This Third Amendment.
 
Section 3.1.      This Third Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:

(a)          executed counterparts of this Third Amendment, duly executed by the Company and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders
 
(b)          the Noteholders shall have received evidence satisfactory to them that amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of March 22, 2011 among the Company and the purchasers named in Schedule A thereto, (C) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto and (D) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effect; and
 
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Sensient Technologies Corporation
Third Amendment
 
(c)        the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof.
 
Upon receipt of all of the foregoing, this Third Amendment shall become effective.
 
Section 4.
Payment of Noteholders’ Counsel Fees and Expenses.
 
Section 4.1.      The Company agrees to pay upon demand, the reasonable fees and expenses of Chapman and Cutler LLP, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Third Amendment.
 
Section 5.
Miscellaneous.
 
Section 5.1.      This Third Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this Third Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

Section 5.2.     Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Third Amendment may refer to the Note Purchase Agreement without making specific reference to this Third Amendment but nevertheless all such references shall include this Third Amendment unless the context otherwise requires.

Section 5.3.      The descriptive headings of the various Sections or parts of this Third Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 5.4.      This Third Amendment shall be governed by and construed in accordance with New York law.
 
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Sensient Technologies Corporation
Third Amendment
 
Section 5.5.          The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Third Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.
 
 
Sensient Technologies Corporation
   
By
 
Its
 
 

Sensient Technologies Corporation
Third Amendment
 
Accepted and Agreed to:
 
 
[Required Holders]
 
 
By
 
Name:
 
Title:
 
 

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Section 4: EX-4.3(C) (EXHIBIT 4.3(C))


Exhibit 4.3(c)
 
Sensient Technologies Corporation



Second Amendment
Dated as of June 22, 2018

to

Note Purchase Agreement
Dated as of November 6, 2015



Re:          €66,856,837.23 1.848% Senior Notes, Series F, due November 6, 2022
 

Second Amendment to Note Purchase Agreement

This Second Amendment dated as of June 22, 2018 (the or this “Second Amendment”) to the Note Purchase Agreement dated as of November 6, 2015 is among Sensient Technologies Corporation, a Wisconsin corporation (the “Company”), and each of the institutions which is a signatory to this Second Amendment (collectively, the “Noteholders”).

Recitals:

A.        The Company and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated as of November 6, 2015 (the “Note Purchase Agreement”).  The Company has heretofore issued €66,856,837.23 aggregate principal amount of its 1.848% Senior Notes, Series F, due November 6, 2022 (the “Notes”).  The Noteholders are the holders more than 51% of the outstanding principal amount of the Notes.

B.         The Company and the Noteholders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

C.         Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.

D.        All requirements of law have been fully complied with and all other acts and things necessary to make this Second Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

Now, Therefore, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Second Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

Section 1.
Amendments.
 
Section 1.1.      Section 10.6(d) of the Note Purchase Agreement shall be and is hereby amended by deleting the phrase “which qualifies as a sale under GAAP”.
 
Section 2.
Representations and Warranties of the Company.
 
Section 2.1.     To induce the Noteholders to execute and deliver this Second Amendment (which representations shall survive the execution and delivery of this Second Amendment), the Company represents and warrants to the Noteholders that:

(a)          this Second Amendment has been duly authorized, executed and delivered by it and this Second Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;
 

Sensient Technologies Corporation
Second Amendment
 
(b)          the Note Purchase Agreement, as amended by this Second Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(c)          the execution, delivery and performance by the Company of this Second Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, including, without limitation, the Bank Credit Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c);

(d)          as of the date hereof and after giving effect to this Second Amendment, no Default or Event of Default has occurred which is continuing; and

(e)          all the representations and warranties contained in Section 5 of the Note Purchase Agreement are true and correct in all material respects with the same force and effect as if made by the Company on and as of the date hereof, except to the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date.
 
Section 3.
Conditions to Effectiveness of This Second Amendment.
 
Section 3.1.      This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:

(a)          executed counterparts of this Second Amendment, duly executed by the Company and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders;

(b)          the Noteholders shall have received evidence satisfactory to them that amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of March 22, 2011 among the Company and the purchasers named in Schedule A thereto, (C) the Note Purchase Agreement dated as of April 5, 2013 among the Company and the purchasers named in Schedule A thereto and (D) the Note Purchase Agreement dated as of May 3, 2017 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effect; and
 
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Sensient Technologies Corporation
Second Amendment
 
(c)          the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof.

Upon receipt of all of the foregoing, this Second Amendment shall become effective.

Section 4.
Payment of Noteholders’ Counsel Fees and Expenses.

Section 4.1.     The Company agrees to pay upon demand, the reasonable fees and expenses of Chapman and Cutler LLP, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment.

Section 5.
Miscellaneous.

Section 5.1.     This Second Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this Second Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

Section 5.2.     Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Second Amendment may refer to the Note Purchase Agreement without making specific reference to this Second Amendment but nevertheless all such references shall include this Second Amendment unless the context otherwise requires.

Section 5.3.     The descriptive headings of the various Sections or parts of this Second Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 5.4.     This Second Amendment shall be governed by and construed in accordance with New York law.
 
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Sensient Technologies Corporation
Second Amendment
 
Section 5.5.     The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Second Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.
 
 
Sensient Technologies Corporation
   
By
 
Its
 
 

Sensient Technologies Corporation
Second Amendment
 
Accepted and Agreed to:
 
 
[Required Holders]
 
 
By
 
Name:
 
Title:
 
 

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Section 5: EX-4.4(B) (EXHIBIT 4.4(B))


Exhibit 4.4(b)
 
Sensient Technologies Corporation



First Amendment
Dated as of June 22, 2018

to

Note Purchase Agreement
Dated as of May 3, 2017



Re:          $27,000,000 3.65% Senior Notes, Series G, due May 3, 2024
€50,000,000.01 1.27% Senior Notes, Series H, due May 3, 2024
€39,999,999.99 1.71% Senior Notes, Series I, due May 3, 2027
 

First Amendment to Note Purchase Agreement

This First Amendment dated as of June 22, 2018 (the or this “First Amendment”) to the Note Purchase Agreement dated as of May 3, 2017 is among Sensient Technologies Corporation, a Wisconsin corporation (the “Company”), and each of the institutions which is a signatory to this First Amendment (collectively, the “Noteholders”).

Recitals:

A.        The Company and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated as of May 3, 2017 (the “Note Purchase Agreement”).  The Company has heretofore issued (a) $27,000,000 aggregate principal amount of its 3.65% Senior Notes, Series G, due May 3, 2024 (the “Series G Notes”), (b) €50,000,000.01 aggregate principal amount of its 1.27% Senior Notes, Series H, due May 3, 2024 (the “Series H Notes”), and (c) €39,999,999.99 aggregate principal amount of its 1.71% Senior Notes, Series I, due May 3, 2027 (the “Series I Notes”, and together with the Series G Notes and the Series H Notes, the “Notes”).  The Noteholders are the holders more than 51% of the outstanding principal amount of the Notes.

B.         The Company and the Noteholders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.

C.        Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require.

D.        All requirements of law have been fully complied with and all other acts and things necessary to make this First Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

Now, Therefore, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this First Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

Section 1.
Amendments.

Section 1.1.   Section 10.6(d) of the Note Purchase Agreement shall be and is hereby amended by deleting the phrase “which qualifies as a sale under GAAP”.
 
Section 2.
Representations and Warranties of the Company.
 
Section 2.1.   To induce the Noteholders to execute and deliver this First Amendment (which representations shall survive the execution and delivery of this First Amendment), the Company represents and warrants to the Noteholders that:
 

Sensient Technologies Corporation
First Amendment
 
(a)       this First Amendment has been duly authorized, executed and delivered by it and this First Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(b)       the Note Purchase Agreement, as amended by this First Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(c)        the execution, delivery and performance by the Company of this First Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, including, without limitation, the Bank Credit Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c);

(d)       as of the date hereof and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing; and

(e)       all the representations and warranties contained in Section 5 of the Note Purchase Agreement are true and correct in all material respects with the same force and effect as if made by the Company on and as of the date hereof, except to the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date.
 
Section 3.
Conditions to Effectiveness of This First Amendment.
 
Section 3.1.   This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:

(a)       executed counterparts of this First Amendment, duly executed by the Company and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders;
 
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Sensient Technologies Corporation
First Amendment
 
(b)       the Noteholders shall have received evidence satisfactory to them that amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of March 22, 2011 among the Company and the purchasers named in Schedule A thereto, (C) the Note Purchase Agreement dated as of April 5, 2013 among the Company and the purchasers named in Schedule A thereto and (D) the Note Purchase Agreement dated as of November 6, 2015 among the Company and the purchasers named in Schedule A thereto have in each case been executed and delivered with substantially similar terms to those included herein and are in full force and effect; and

(c)        the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof.

Upon receipt of all of the foregoing, this First Amendment shall become effective.
 
Section 4.
Payment of Noteholders’ Counsel Fees and Expenses.
 
Section 4.1.   The Company agrees to pay upon demand, the reasonable fees and expenses of Chapman and Cutler LLP, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this First Amendment.
 
Section 5.
Miscellaneous.

Section 5.1.   This First Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this First Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

Section 5.2.   Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Amendment may refer to the Note Purchase Agreement without making specific reference to this First Amendment but nevertheless all such references shall include this First Amendment unless the context otherwise requires.

Section 5.3.   The descriptive headings of the various Sections or parts of this First Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 5.4.   This First Amendment shall be governed by and construed in accordance with New York law.
 
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Sensient Technologies Corporation
First Amendment
 
Section 5.5.   The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this First Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.
 
 
Sensient Technologies Corporation
   
By
 
Its
 
 

Sensient Technologies Corporation
First Amendment
 
Accepted and Agreed to:
 
 
[Required Holders]
 
 
By
 
Name:
 
Title:
 
 

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Section 6: EX-10.2(D) (EXHIBIT 10.2(D))


Exhibit 10.2(d)
 
FIRST AMENDMENT TO SECOND
AMENDED AND RESTATED CREDIT AGREEMENT
 
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of June 22, 2018 and is by and among SENSIENT TECHNOLOGIES CORPORATION, a Wisconsin corporation (the “Company”), the financial institutions signatory hereto as lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent (in such capacity, the “Administrative Agent”).

Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H :

WHEREAS, the Company, the financial institutions party thereto (the “Lenders”) and the Administrative Agent are parties to a certain Second Amended and Restated Credit Agreement dated as of May 3, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and

WHEREAS, the Company, the Administrative Agent and the Lenders wish to amend the Credit Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.             Amendments to Credit Agreement.  Upon the First Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:

(a)          Section 6.2 of the Credit Agreement is amended by deleting the phrase “which qualifies as a sale under GAAP” from clause (b)(i) thereto.

(b)          The first proviso to clause (b)(ii) of Section 6.2 of the Credit Agreement is amended and restated in its entirety to read as follows:

provided, that (A) at least 80% of the proceeds of transfers pursuant to such factoring arrangement are paid in cash and (B) the Company and its Subsidiaries do not retain a residual liability therefor in excess of 10% of the amount of such factoring arrangement;
 

2.             Representations and Warranties.  The Company hereby represents and warrants that:

(a)          The execution, delivery and performance by the Company of this Amendment have been duly authorized by all necessary corporate action and do not and will not (a) require any consent or approval of the stockholders of the Company, or any authorization, consent, approval, order, filing, registration or qualification by or with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (b) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System and Section 7 of the Exchange Act or any regulation promulgated thereunder) or of any order, writ, injunction or decree presently in effect having applicability to the Company or of the Organizational Documents of the Company, (c) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Company or any Subsidiary is a party or by which it or its properties may be bound or affected, or (d) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the properties now owned or hereafter acquired by the Company or any Subsidiary.

(b)          This Amendment has been duly executed and delivered by the duly authorized officers of the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

(c)          Both immediately before and immediately after giving effect to this Amendment, each of the representations and warranties contained in the Credit Agreement (other than the representation and warranty in Section 4.6 of the Credit Agreement) is correct on and as of the date hereof as if made on such date, except to the extent such representations and warranties related solely to an earlier date.

(d)          Immediately before and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

3.             Effectiveness.  This Amendment shall become effective, and the “First Amendment Effective Date” shall be deemed to have occurred, upon the occurrence or satisfaction of each of the events and conditions below:

(a)          the execution and delivery hereof by the Company, the Administrative Agent and the Required Lenders;

(b)          the Administrative Agent shall have received evidence that the existing private placement indebtedness of the Company has been amended in a manner consistent with the terms of this Amendment; and

(c)          the Administrative Agent (or its counsel) shall have received, in form and substance satisfactory to it, such additional certificates, documents and other information as the Administrative Agent shall reasonably require.

4.             References, Effect, Etc. Upon the effectiveness of this Amendment, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as modified by this Amendment.  Except as expressly amended hereby, the Credit Agreement and other Loan Documents, including all Guaranties and Liens granted thereunder, shall remain in full force and effect and are hereby ratified and confirmed.  For the avoidance of doubt, this Amendment constitutes a Loan Document.
 
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5.             No Waiver.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of or consent to any provision of the Credit Agreement or any other Loan Documents executed and/or delivered in connection therewith.

6.             Counterparts.  This Amendment may be executed in any number of counterparts (and by the different parties hereto on separate counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed signature page of this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

7.             Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.             Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

*        *        *
 
3

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized signatories to execute and deliver this Amendment as of the date first above written.
 
 
SENSIENT TECHNOLOGIES CORPORATION, as Company
   
 
By:
 
Name:
 
Title:
 
[Signature Page to First Amendment to Second Amended and Restated Credit Agreement]
 

 
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent and as a Lender
   
 
By:
 
Name:
 
Title:
 
[Signature Page to First Amendment to Second Amended and Restated Credit Agreement]
 

[LENDER]
   
 
By:
 
Name:
 
Title:

[Signature Page to First Amendment to Second Amended and Restated Credit Agreement]
 
 

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Section 7: EX-10.5(C) (EXHIBIT 10.5(C))


Exhibit 10.5(c)
 
AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT

THIS AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT, dated as of June 26, 2018 (this “Amendment”), is by and among Sensient Receivables LLC, a Delaware limited liability company (“Seller”), Sensient Technologies Corporation, a Wisconsin corporation (“STC”), as initial Servicer and as the Performance Guarantor, and (c) Wells Fargo Bank, National Association, a national banking association (together with its successors and assigns, the “Purchaser”).

RECITALS

WHEREAS, the Seller, the Servicer and the Purchaser are parties to that certain Receivables Purchase Agreement, dated as of October 3, 2016 (as amended by Amendment No. 1 thereto, the “Existing Purchase Agreement” and, as amended hereby and from time to time hereafter amended, restated or otherwise modified, the “Purchase Agreement”); and

WHEREAS, the parties wish to amend the Purchase Agreement as hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.            Definitions.  Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Purchase Agreement.

2.           Amendments.  The Existing Purchase Agreement is amended in accordance with Exhibit A hereto: (a) by deleting each term thereof which is lined out and (b) by inserting each term thereof which is double-underlined, in each case in the place where such term appears therein.  For the avoidance of doubt, notwithstanding anything to the contrary contained in any prior amendment or amendments to the Purchase Agreement, the Purchase Agreement set forth in Exhibit A hereto reflects the current agreement of the parties hereto as to all of the terms and provisions of the Agreement as of the date hereof.

3.            Effect of Amendment.  Except as specifically amended hereby, the Existing Purchase Agreement and all exhibits and schedules attached thereto shall remain in full force and effect.  This Amendment shall not constitute a novation of the Purchase Agreement but shall constitute an amendment to thereto.   After giving effect to this Amendment, the Performance Undertaking remains in full force and effect and is hereby ratified and confirmed.

4.            Conditions Precedent.  Effectiveness of this Amendment is subject to the prior or contemporaneous satisfaction of each of the following conditions precedent:

(a)
Wells shall have received counterparts hereof, duly executed by each of the parties hereto; and

(b)
Each of the representations and warranties contained in Section 5 of this Amendment shall be true and correct.
 
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5.           Representations and Warranties.  Each of the Performance Guarantor, the Seller and the Servicer hereby represents and warrants to the Purchaser that each of the representations and warranties made by it or on its behalf in the Purchase Agreement or the Performance Undertaking, as applicable, were true and correct when made and are true and correct, in all material respects, on and as of the date of this Amendment with the same full force and effect as if each of such representations and warranties had been made by it on the date hereof and in this Amendment.  The representations and warranties set forth above shall survive the execution of this Amendment.

6.            CHOICE OF LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW.

7.           CONSENT TO JURISDICTION.  EACH PARTY TO THIS AMENDMENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE AGREEMENTS, AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

8.           WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT, THE PURCHASE AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

9.            Binding Effect.  Upon execution and delivery of a counterpart hereof by each of the parties hereto, and the satisfaction of the conditions precedent set forth in Section 5 hereof, this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy).

10.         Counterparts; Severability; Section References.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of a signature page to this Amendment.  Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

<Signature pages follow>
 
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers or attorneys-in-fact as of the date hereof.
 
 
SENSIENT RECEIVABLES LLC, as Seller
   
 
By:
 
 
Name:
 
Title:
   
 
SENSIENT TECHNOLOGIES CORPORATION, as the Servicer and the Performance Guarantor
   
 
By:
 
 
Name:
 
Title:
 
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WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Purchaser
 
 
By:
 
Name:
 
Title:
 
 
4

EXHIBIT A
 
[See attached redlined version of the Purchase Agreement]
 
5

Exhibit 10.5(c)
 
Execution Version Conformed to Reflect:
Amendment No. 1 dated 10/2/17 and¶
Amendment #2 dated 6/26/2018
 
 
RECEIVABLES PURCHASE AGREEMENT
 
Dated as of October 3, 2016
 
among
 
SENSIENT RECEIVABLES LLC, as Seller,
 
SENSIENT TECHNOLOGIES CORPORATION, as the Servicer,
 
and
 
WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Purchaser
 
 
Receivable Purchase Agreement
 
 

TABLE OF CONTENTS
 
       
Page
         
ARTICLE I THE PURCHASE FACILITY
1
     
 
Section 1.1
Conversion of Purchaser’s Existing 100% Ownership Interest in the Purchased Assets into an Undivided Interest
1
 
Section 1.2
Purchased Assets
1
   
(a)
Purchase and Sale of Receivables                                        1Undivided Interests
1
   
(b)
Obligations Not Assumed
2
  Section 1.21.3
Cash Investments
2
  Section 1.3
Deferred Purchase Price.
2
  Section 1.4
Voluntary Reductions
3
  Section 1.5
Mandatory Reductions
3
   
(a)
Purchased Assets Coverage Percentage Computation
3
   
(b)
Deemed Collections
3
  Section 1.6
Amount of Collections
3
  Section 1.7
Payment Requirements
4
  Section 1.8
Fees
4
  Section 1.9
Discount
4
  Section 1.10
Voluntary Reductions of the Commitment; Clean-up CallOptional Repurchase
4
  Section 1.11
Intent of the Parties
4
  Section 1.12
Designated Funding Offices
4
         
ARTICLE II PAYMENTS AND COLLECTIONS  5
   
  Section 2.1
Collections during the Revolving Purchase Period; Reinvestments
5
  Section 2.2
Collections During the Liquidation Period
5
  Section 2.3
Payment Rescission
6
         
ARTICLE III REPRESENTATIONS AND WARRANTIES 6
   
 
Section 3.1
Representations and Warranties of Seller
6
   
(a)
Existence and Power
6
   
(b)
Authorization of Sales; No Conflict as to Law or Agreements
7
   
(c)
Legal Agreements
7
   
(d)
Subsidiaries
7
   
(e)
Financial Information
7
   
(f)
Material Adverse Effect
7
   
(g)
Litigation
7
   
(h)
Regulation U
7
   
(i)
Taxes
7
   
(j)
Investment Company Act; Volcker Rule
8
   
(k)
Solvency
8
   
(l)
Compliance With Laws
8
   
(m)
Good Title
8
   
(n)
Perfection
8
 
Receivable Purchase Agreement
i
 

   
(o)
Places of Business and Locations of Records
8
   
(p)
Collections
8
   
(q)