UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended:

September 30, 2021

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

For the transition period from

Commission file number: 001-07626

Sensient Technologies Corporation

(Exact name of registrant as specified in its charter)

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

777 EAST WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202-5304

(Address of principal executive offices)

Registrant's telephone number, including area code:

(414) 271-6755

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


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

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

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

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

Large Accelerated Filer ☒	Accelerated Filer ☐	Non-Accelerated Filer ☐

Smaller Reporting Company ☐	Emerging Growth Company ☐

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

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

Yes ☐ No ☒

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

Class		Outstanding at October 20, 2021
Common Stock, par value $0.10 per share		42,026,333

Index

PART I.

FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

SENSIENT TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands except per share amounts)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020

Revenue	$	344,287	$	323,566	$	1,039,816	$	997,333
Cost of products sold		229,216		217,920		697,538		677,580
Selling and administrative expenses		68,113		64,491		212,670		201,912
Operating income		46,958		41,155		129,608		117,841
Interest expense		3,037		3,497		9,792		11,412
Earnings before income taxes		43,921		37,658		119,816		106,429
Income taxes		10,009		4,748		28,300		22,126
Net earnings	$	33,912	$	32,910	$	91,516	$	84,303

Weighted average number of common shares outstanding:
Basic		42,024		42,307		42,140		42,299
Diluted		42,206		42,349		42,287		42,326

Earnings per common share:
Basic	$	0.81	$	0.78	$	2.17	$	1.99
Diluted	$	0.80	$	0.78	$	2.16	$	1.99

Dividends declared per common share	$	0.39	$	0.39	$	1.17	$	1.17

See accompanying notes to consolidated condensed financial statements.

Index

SENSIENT TECHNOLOGIES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020

Comprehensive income	$	18,680	$	51,232	$	79,454	$	60,909

See accompanying notes to consolidated condensed financial statements.

Index

SENSIENT TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands)

Assets	September 30, 2021 (Unaudited)			December 31, 2020

Current Assets:
Cash and cash equivalents	$	32,939		$	24,770
Trade accounts receivable		263,710			234,132
Inventories		392,231			381,346
Prepaid expenses and other current assets		50,081			48,578
Assets held for sale		-			52,760

Total current assets		738,961			741,586

Other assets		88,078			89,883
Deferred tax assets		25,859			29,678
Intangible assets, net		15,248			10,930
Goodwill		422,481			423,290
Property, Plant, and Equipment:
Land		30,990			31,422
Buildings		315,795			316,533
Machinery and equipment		704,812			703,485
Construction in progress		30,564			21,759
		1,082,161			1,073,199
Less accumulated depreciation		(644,372	)		(627,706	)
		437,789			445,493

Total assets	$	1,728,416		$	1,740,860

Liabilities and Shareholders’ Equity

Current Liabilities:
Trade accounts payable	$	123,894		$	107,324
Accrued salaries, wages, and withholdings from employees		35,530			34,462
Other accrued expenses		51,457			42,985
Income taxes		3,001			4,598
Short-term borrowings		10,483			9,247
Liabilities held for sale		-			17,339

Total current liabilities		224,365			215,955

Deferred tax liabilities		13,101			13,411
Other liabilities		30,399			30,213
Accrued employee and retiree benefits		30,258			28,941
Long-term debt		490,901			518,004
Shareholders’ Equity:
Common stock		5,396			5,396
Additional paid-in capital		108,210			102,909
Earnings reinvested in the business		1,620,710			1,578,662
Treasury stock, at cost		(623,771	)		(593,540	)
Accumulated other comprehensive loss		(171,153	)		(159,091	)

Total shareholders’ equity		939,392			934,336

Total liabilities and shareholders’ equity	$	1,728,416		$	1,740,860

See accompanying notes to consolidated condensed financial statements.

Index

SENSIENT TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	2021			2020

Cash flows from operating activities:
Net earnings	$	91,516		$	84,303
Adjustments to arrive at net cash provided by operating activities:
Depreciation and amortization		38,828			36,831
Share-based compensation expense		6,431			4,017
Net loss (gain) on assets		203			(254	)
Loss on divestitures and other charges		13,774			5,821
Deferred income taxes		3,793			(9,001	)
Changes in operating assets and liabilities:
Trade accounts receivable		(35,290	)		(7,962	)
Inventories		(15,898	)		17,433
Prepaid expenses and other assets		(15,016	)		(4,726	)
Accounts payable and other accrued expenses		24,007			9,018
Accrued salaries, wages, and withholdings from employees		1,763			7,410
Income taxes		(1,155	)		(3,899	)
Other liabilities		3,192			3,936

Net cash provided by operating activities		116,148			142,927

Cash flows from investing activities:
Acquisition of property, plant, and equipment		(37,608	)		(34,009	)
Proceeds from sale of assets		201			1,022
Proceeds from divesture of businesses		36,790			12,228
Acquisition of new businesses		(13,875	)		-
Other investing activities		1,348			4,955

Net cash used in investing activities		(13,144	)		(15,804	)

Cash flows from financing activities:
Proceeds from additional borrowings		55,589			33,164
Debt payments		(67,534	)		(101,061	)
Purchase of treasury stock		(31,467	)		-
Dividends paid		(49,468	)		(49,537	)
Other financing activities		(582	)		(415	)

Net cash used in financing activities		(93,462	)		(117,849	)

Effect of exchange rate changes on cash and cash equivalents		(1,373	)		(3,527	)

Net increase in cash and cash equivalents		8,169			5,747
Cash and cash equivalents at beginning of period		24,770			21,153

Cash and cash equivalents at end of period	$	32,939		$	26,900

See accompanying notes to consolidated condensed financial statements.

Index

SENSIENT TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except share and per share amounts)

(Unaudited)

	Common		Additional Paid-In		Earnings Reinvested			Treasury Stock					Accumulated Other Comprehensive			Total
Three Months Ended September 30, 2021	Stock		Capital		in the Business			Shares		Amount			Income (Loss)			Equity
Balances at June 30, 2021	$	5,396	$	105,967	$	1,603,239			11,892,497	$	(614,404	)	$	(155,921	)	$	944,277
Net earnings		-		-		33,912			-		-			-			33,912
Other comprehensive loss		-		-		-			-		-			(15,232	)		(15,232	)
Cash dividends paid – $0.39 per share		-		-		(16,441	)		-		-			-			(16,441	)
Share-based compensation		-		2,243		-			-		-			-			2,243
Purchase of treasury stock		-		-		-			105,600		(9,367	)		-			(9,367	)
Balances at September 30, 2021	$	5,396	$	108,210	$	1,620,710			11,998,097	$	(623,771	)	$	(171,153	)	$	939,392

Three Months Ended September 30, 2020
Balances at June 30, 2020	$	5,396	$	99,962	$	1,553,622		11,647,627	$	(593,540	)	$	(204,724	)	$	860,716
Net earnings		-		-		32,910		-		-			-			32,910
Other comprehensive income		-		-		-		-		-			18,322			18,322
Cash dividends paid – $0.39 per share		-		-		(16,519	)	-		-			-			(16,519	)
Share-based compensation		-		1,355		-		-		-			-			1,355
Other		-		1		-		-		-			-			1
Balances at September 30, 2020	$	5,396	$	101,318	$	1,570,013		11,647,627	$	(593,540	)	$	(186,402	)	$	896,785

Nine Months Ended September 30, 2021
Balances at December 31, 2020	$	5,396	$	102,909		$	1,578,662		11,647,627		$	(593,540	)	$	(159,091	)	$	934,336
Net earnings		-		-			91,516		-			-			-			91,516
Other comprehensive loss		-		-			-		-			-			(12,062	)		(12,062	)
Cash dividends paid – $1.17 per share		-		-			(49,468	)	-			-			-			(49,468	)
Share-based compensation		-		6,431			-		-			-			-			6,431
Non-vested stock issued upon vesting		-		(1,264	)		-		(24,711	)		1,264			-			-
Benefit plans		-		338			-		(14,791	)		756			-			1,094
Purchase of treasury stock		-		-			-		382,593			(31,874	)		-			(31,874	)
Other		-		(204	)		-		7,379			(377	)		-			(581	)
Balances at September 30, 2021	$	5,396	$	108,210		$	1,620,710		11,998,097		$	(623,771	)	$	(171,153	)	$	939,392

Nine Months Ended September 30, 2020
Balances at December 31, 2019	$	5,396	$	98,425		$	1,536,100		11,682,636		$	(595,324	)	$	(163,008	)	$	881,589
Net earnings		-		-			84,303		-			-			-			84,303
Other comprehensive loss		-		-			-		-			-			(23,394	)		(23,394	)
Cash dividends paid – $1.17 per share		-		-			(49,537	)	-			-			-			(49,537	)
Share-based compensation		-		4,017			-		-			-			-			4,017
Non-vested stock issued upon vesting		-		(1,352	)		-		(26,515	)		1,352			-			-
Benefit plans		-		241			-		(16,344	)		833			-			1,074
Adoption of ASU 2016-13		-		-			(853	)	-			-			-			(853	)
Other		-		(13	)		-		7,850			(401	)		-			(414	)
Balances at September 30, 2020	$	5,396	$	101,318		$	1,570,013		11,647,627		$	(593,540	)	$	(186,402	)	$	896,785

See accompanying notes to consolidated condensed financial statements.

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SENSIENT TECHNOLOGIES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1.	Accounting Policies

In the opinion of Sensient Technologies Corporation (the Company), the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) that are necessary to present fairly the financial position of the Company as of September 30, 2021; the results of operations, comprehensive income, and shareholders’ equity for the three and nine months ended September 30, 2021 and 2020; and cash flows for the nine months ended September 30, 2021 and 2020. 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.

Recently Adopted Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which clarifies and simplifies aspects of the accounting for income taxes. ASU 2019-12 is effective for public business entities beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2019-12 on January 1, 2021, using retrospective, modified retrospective, or prospective basis for certain amendments. There was no impact to the consolidated financial statements.

Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other inter-bank offered rates to alternative rates. The guidance is effective upon issuance and generally can be applied through December 31, 2022. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements and its related disclosures.

Please refer to the notes in the Company’s annual consolidated financial statements for the year ended December 31, 2020, 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.	Divestitures

In October 2019, the Company announced its intent to divest its inks, fragrances (excluding its essential oils product line), and yogurt fruit preparations product lines. The divesting and exit of these three product lines does not meet the criteria to be presented as a discontinued operation on the Consolidated Statements of Earnings.

On June 30, 2020, the Company completed the sale of its inks product line. In 2021 and 2020, the Company received $0.5 million and $11.6 million of net cash, respectively, as part of the sale.

On September 18, 2020, the Company completed the sale of its yogurt fruit preparations product line for $1.0 million. The sale included an earnout based on future performance, which could result in additional cash consideration for the Company.

On April 1, 2021, the Company completed the sale of its fragrances product line (excluding its essential oils product line) for $36.3 million of net cash. As a result of the completion of the sale, the Company recorded a non-cash net loss of $11.3 million, for the nine months ended September 30, 2021, primarily related to the reclassification of accumulated foreign currency translation and related items from Accumulated Other Comprehensive Loss to Selling and Administrative Expenses in the Consolidated Statements of Earnings.

Index

The assets and liabilities related to the inks and fragrances (excluding its essential oils product line) product lines are recorded in Assets Held for Sale and Liabilities Held for Sale as of December 31, 2020, as follows:

(In thousands)	December 31, 2020
Assets held for sale:
Trade accounts receivable	$	20,722
Inventories		25,045
Prepaid expenses and other current assets		1,843
Property, plant, and equipment, net		3,434
Intangible assets		1,716
Assets held for sale	$	52,760

Liabilities held for sale:
Trade accounts payable	$	13,967
Accrued salaries, wages, and withholdings from employees		1,739
Other accrued expenses		1,633
Liabilities held for sale	$	17,339

The Company reports all costs associated with the divestitures in Corporate & Other. The following table summarizes the divestiture & other related costs for the three months ended September 30, 2021:

(In thousands)		Yogurt Fruit Preparations				Fragrances				Inks				Corporate/ Other				Total
Other costs - Selling and administrative expenses⁽¹⁾		$	102			$	149			$	(157	)		$	147			$	241

(1)

Other costs – Selling and administrative expenses include employee separation costs, professional services, accelerated depreciation, and other related costs and income.

(In thousands)	Yogurt Fruit Preparations			Fragrances		Inks			Corporate/ Other		Total
Other costs - Selling and administrative expenses⁽¹⁾	$	(446	)	$	247	$	158		$	353	$	312
Other costs – Cost of Products Sold		-			7		(207	)		52		(148	)
Total	$	(446	)	$	254	$	(49	)	$	405	$	164

(1)

Other costs – Selling and administrative expenses include employee separation costs, professional services, accelerated depreciation, and other related costs and income.

Index

The Company reports all costs associated with the divestitures in Corporate & Other. The following table summarizes the divestiture & other related costs for the nine months ended September 30, 2021:

(In thousands)	Yogurt Fruit Preparations		Fragrances		Inks			Corporate/ Other		Total
Non-cash impairment charges – Selling and administrative expenses	$	-	$	1,062	$	-		$	-	$	1,062
Non-cash charges – Cost of products sold		-		37		(9	)		-		28
Reclassification of foreign currency translation and related items – Selling and administrative expenses		-		10,193		-			-		10,193
Other costs - Selling and administrative expenses⁽¹⁾		631		1,365		(362	)		584		2,218
Total	$	631	$	12,657	$	(371	)	$	584	$	13,501

(1)

Other costs – Selling and administrative expenses include employee separation costs, professional services, accelerated depreciation, and other related costs.

The Company reports all costs associated with the divestitures in Corporate & Other. The following table summarizes the divestiture & other related costs for the nine months ended September 30, 2020:

(In thousands)	Yogurt Fruit Preparations			Fragrances		Inks			Corporate/ Other			Total
Non-cash impairment charges – Selling and administrative expenses	$	2,597		$	339	$	9,295		$	(6	)	$	12,225
Non-cash charges – Cost of products sold		1,679			77		(207	)		242			1,791
Reclassification of foreign currency translation and related items – Selling and administrative expenses		-			-		(8,639	)		-			(8,639	)
Other costs - Selling and administrative expenses⁽¹⁾		(71	)		2,353		931			1,890			5,103
Total	$	4,205		$	2,769	$	1,380		$	2,126		$	10,480

(1)

Other costs – Selling and administrative expenses include environmental remediation, employee separation costs, professional services, and other related costs.

The Company recorded non-cash impairment charges in Selling and Administrative Expenses, primarily related to property, plant, and equipment and allocated goodwill, when the estimated fair value less costs to sell the product line was lower than its carrying value. The Company recorded non-cash charges in Cost of Products Sold to reduce the carrying value of certain inventories when they were determined to be excess.

In March 2020, the Company was notified by the buyer of the Company’s fragrances product line that environmental sampling conducted at the Company’s Granada, Spain location had identified the presence of contaminants in soil and groundwater in certain areas of the property. The Company records liabilities related to environmental remediation obligations when estimated future expenditures are probable and the amount of the liability is reasonably estimable. The Company recorded $0.8 million in the three months ended June 30, 2020, based upon an environmental investigation and a quantitative risk assessment performed by a consultant hired by the Company. During the nine months ended September 30, 2021, the Company recorded an additional $0.3 million related to these obligations in Selling and Administrative Expenses based on further analysis at the site during the period.

As of September 30, 2021, the Company estimates remaining 2021 divestiture & other related costs will not be significant.

Index

3.	Operational Improvement Plan

During the third quarter of 2020, the Company approved an operational improvement plan (Operational Improvement Plan) to consolidate manufacturing facilities and improve efficiencies within the Company. As part of the Operational Improvement Plan, the Company is combining its New Jersey cosmetics manufacturing facility in the Personal Care product line of the Color segment into its existing Color segment facility in Missouri. In addition, the Company is centralizing certain Flavors & Extracts segment support functions in Europe into one location. In the Asia Pacific segment, the Company incurred costs in connection with the elimination of certain selling and administrative positions.

During the second quarter of 2021, the Company received cash proceeds, net of associated expenses, in connection with the termination of a New Jersey office and laboratory space lease. The terminated lease was originally executed in November 2020 as part of the Operational Improvement Plan; however, the landlord for the property requested to terminate the lease prior to the end of its term and compensated the Company as part of a negotiated resolution for that termination. The Company reports all costs and income associated with the Operational Improvement Plan in Corporate & Other.

The following table summarizes the Operational Improvement Plan income and expenses recorded in Selling and Administrative Expenses by segment for the three months ended September 30, 2021:

(In thousands)	Flavors & Extracts		Color			Asia Pacific			Consolidated
Employee separation costs	$	1	$	(120	)	$	(4	)	$	(123	)
Other costs		-		605			1			606
Total expense (income)	$	1	$	485		$	(3	)	$	483

The following table summarizes the Operational Improvement Plan expenses recorded in Selling and Administrative Expenses by segment for the nine months ended September 30, 2021:

(In thousands)	Flavors & Extracts			Color			Asia Pacific			Consolidated
Employee separation costs	$	(15	)	$	(40	)	$	(72	)	$	(127	)
Other income(1)		-			(3,624	)		-			(3,624	)
Other costs(2)		-			1,739			2			1,741
Total expense (income)	$	(15	)	$	(1,925	)	$	(70	)	$	(2,010	)

(1)

Other income includes cash received for the early termination of a lease less associated expenses.

(2)

Other costs include professional services, accelerated depreciation, and other related costs.

The following table summarizes the Operational Improvement Plan expenses by segment for the three and nine months ended September 30, 2020:

(In thousands)	Flavors & Extracts		Color		Asia Pacific		Consolidated
Employee separation costs – Selling and administrative expenses	$	337	$	1,477	$	610	$	2,424
Other costs – Selling and administrative expenses(1)		-		182		-		182
Other costs – Cost of products sold		-		35		-		35
Total expense	$	337	$	1,694	$	610	$	2,641

(1)

Other costs include professional services, accelerated depreciation, and other related costs.

As of September 30, 2021 and December 31, 2020, the Company recorded $1.0 million and $2.2 million, respectively, of accrued liabilities in Other Accrued Expenses on the Company’s Consolidated Balance Sheet related to this plan. As of September 30, 2021, the Company estimates remaining 2021 Operational Improvement Plan costs will not be significant.

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4.	Acquisition

On July 15, 2021, the Company acquired substantially all of the assets of Flavor Solutions, Inc., a flavors business located in New Jersey. The purchase price of this acquisition was $14.9 million in cash with approximately $1.0 million of such amount being held back by the Company for 12 months in order to satisfy post-closing indemnification claims that may arise. The assets acquired and liabilities assumed were recorded at their estimated fair value as of the acquisition date. The Company acquired net assets of $0.4 million and identified intangible assets, principally customer relationships, of $5.0 million. The remaining $9.5 million was allocated to goodwill. This business is now part of the Flavors & Extracts segment.

5.	Trade Accounts Receivable

Trade accounts receivables are recorded at their face amount, less an allowance for expected losses on doubtful accounts. The allowance for doubtful accounts is calculated based on customer-specific analysis and an aging methodology using historical loss information. The Company believes historical loss information is a reasonable basis for expected credit losses as the Company’s historical credit loss experience correlates with its customer delinquency status. This information is also adjusted for any known current economic conditions, including the current and expected impact of COVID-19. Currently, the COVID-19 pandemic has not had, and is not anticipated to have, a material impact on trade accounts receivable. Forecasted economic conditions have not had a significant impact on the current credit loss estimate due to the short-term nature of the Company’s customer receivables; however, the Company will continue to monitor and evaluate the rapidly changing economic conditions. Additionally, as the Company only has one portfolio segment, there are not different risks between portfolios. Specific accounts are written off against the allowance for doubtful accounts when the receivable is deemed no longer collectible.

The following tables summarize the changes in the allowance for doubtful accounts during the three and nine month periods ended September 30, 2021 and 2020:

(In thousands) Three Months Ended September 30, 2021	Allowance for Doubtful Accounts
Balance at June 30, 2021	$	3,749
Provision for expected credit losses		186
Accounts written off		(41	)
Translation and other activity		(65	)
Balance at September 30, 2021	$	3,829

(In thousands) Three Months Ended September 30, 2020	Allowance for Doubtful Accounts
Balance at June 30, 2020	$	4,890
Provision for expected credit losses		148
Accounts written off		(453	)
Translation and other activity		207
Balance at September 30, 2020	$	4,792

(In thousands) Nine Months Ended September 30, 2021	Allowance for Doubtful Accounts
Balance at December 31, 2020	$	3,891
Provision for expected credit losses		480
Accounts written off		(414	)
Translation and other activity		(128	)
Balance at September 30, 2021	$	3,829

(In thousands) Nine Months Ended September 30, 2020	Allowance for Doubtful Accounts
Balance at December 31, 2019	$	6,913
Adoption of ASU 2016-13		853
Provision for expected credit losses		504
Accounts written off		(1,080	)
Divestiture		(2,174	)
Translation and other activity		(224	)
Balance at September 30, 2020	$	4,792

Index

6.	Inventories

At September 30, 2021, and December 31, 2020, inventories included finished and in-process products totaling $263.8 million and $268.1 million, respectively, and raw materials and supplies of $128.4 million and $113.2 million, respectively.

Debt

On May 5, 2021, the Company entered into a Third Amended and Restated Credit Agreement (Credit Agreement) and terminated the $145 million term loan facility (which had no amounts outstanding). The Credit Agreement provides for a $350 million senior unsecured revolving credit facility, with up to $20 million of the facility being available as a sub-facility for standby and commercial letters of credit and sub-limits of up to $50 million on swing line loans. The Credit Agreement also extended the maturity of the Company’s revolving credit facility from May 2022 to May 2026 and modified certain other provisions. Funds are available in U.S. dollars, Canadian dollars, Euros, Swiss Francs, and other major currencies. Proceeds from the facility will be used to refinance existing indebtedness of the Company, for working capital, and other general corporate purpose needs of the Company. On May 6, 2021, the Company also amended its note purchase agreements to make substantially conforming changes as were made to the Credit Agreement. On October 1, 2021, the Company amended its existing accounts receivable securitization program. See Note 15, Subsequent Events, for further details.

8.	Fair Value

Accounting Standards Codification 820, Fair Value Measurement, defines fair value for financial assets and liabilities, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. As of September 30, 2021 and December 31, 2020, the Company’s assets and liabilities subject to this standard are forward exchange contracts. The net fair value of the forward exchange contracts based on current pricing obtained for comparable derivative products (Level 2 inputs) was an asset of $0.4 million and $0.5 million as of September 30, 2021 and December 31, 2020, respectively. The carrying values of the Company’s cash and cash equivalents, trade accounts receivable, trade accounts payable, accrued expenses, and short-term borrowings were approximately the same as the fair values as of September 30, 2021 and December 31, 2020. The fair value of the Company’s long-term debt, including current maturities, is estimated using discounted cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements (Level 2 inputs). The carrying value of the long-term debt at September 30, 2021 and December 31, 2020, was $491.4 million and $526.9 million, respectively. The fair value of the long-term debt at September 30, 2021 and December 31, 2020, was $512.1 million and $556.1 million, respectively.

9.	Segment Information

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

The Company determines its operating segments based on information utilized by its chief operating decision maker to allocate resources and assess performance. The Company’s three reportable segments are the Flavors & Extracts and Color segments, which are both managed on a product line basis, and the Asia Pacific segment, which is managed on a geographic basis. The Company’s Flavors & Extracts segment produces flavor and fragrance products that impart a desired taste, texture, aroma, or other characteristic to a broad range of consumers and other products. The Color segment produces natural and synthetic color systems for foods, beverages, pharmaceuticals and nutraceuticals; colors, ingredients, and systems for cosmetics; and specialty inks and technical colors for industrial applications. The Asia Pacific segment is managed on a geographic basis and produces and distributes color and flavor products for the Asia Pacific countries. The Company’s corporate expenses, divestiture & other related costs, share-based compensation, operational improvement plan expenses, and other costs are included in the “Corporate & Other” category.

Divestiture & other related costs and operational improvement plan costs, for the three and nine months ended September 30, 2021 and 2020, are further described in Note 2, Divestitures, and Note 3, Operational Improvement Plan, and are included in the operating income (loss) results in Corporate & Other below. In addition, the Company’s corporate expenses and share-based compensation are included in Corporate & Other.

Index

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

(In thousands)	Flavors & Extracts		Color		Asia Pacific		Corporate & Other			Consolidated
Three months ended September 30, 2021:
Revenue from external customers	$	175,690	$	135,395	$	33,202	$	-		$	344,287
Intersegment revenue		5,977		3,844		240		-			10,061
Total revenue	$	181,667	$	139,239	$	33,442	$	-		$	354,348

Operating income (loss)	$	25,164	$	27,253	$	6,601	$	(12,060	)	$	46,958
Interest expense		-		-		-		3,037			3,037
Earnings (loss) before income taxes	$	25,164	$	27,253	$	6,601	$	(15,097	)	$	43,921

Three months ended September 30, 2020:
Revenue from external customers	$	179,687	$	113,139	$	30,740	$	-		$	323,566
Intersegment revenue		3,179		3,275		-		-			6,454
Total revenue	$	182,866	$	116,414	$	30,740	$	-		$	330,020

Operating income (loss)	$	23,844	$	23,559	$	6,123	$	(12,371	)	$	41,155
Interest expense		-		-		-		3,497			3,497
Earnings (loss) before income taxes	$	23,844	$	23,559	$	6,123	$	(15,868	)	$	37,658

(In thousands)	Flavors & Extracts		Color		Asia Pacific		Corporate & Other			Consolidated
Nine months ended September 30, 2021:
Revenue from external customers	$	545,050	$	395,426	$	99,340	$	-		$	1,039,816
Intersegment revenue		16,929		12,740		259		-			29,928
Total revenue	$	561,979	$	408,166	$	99,599	$	-		$	1,069,744

Operating income (loss)	$	76,718	$	79,462	$	19,146	$	(45,718	)	$	129,608
Interest expense		-		-		-		9,792			9,792
Earnings (loss) before income taxes	$	76,718	$	79,462	$	19,146	$	(55,510	)	$	119,816

Nine months ended September 30, 2020:
Revenue from external customers	$	539,304	$	369,211	$	88,818	$	-		$	997,333
Intersegment revenue		13,671		11,994		244		-			25,909
Total revenue	$	552,975	$	381,205	$	89,062	$	-		$	1,023,242

Operating income (loss)	$	67,467	$	75,486	$	16,031	$	(41,143	)	$	117,841
Interest expense		-		-		-		11,412			11,412
Earnings (loss) before income taxes	$	67,467	$	75,486	$	16,031	$	(52,555	)	$	106,429

Index

Product Lines

(In thousands)	Flavors & Extracts			Color			Asia Pacific			Consolidated
Three months ended September 30, 2021:
Flavors, Extracts & Flavor Ingredients	$	116,140		$	-		$	-		$	116,140
Natural Ingredients		64,215			-			-			64,215
Yogurt Fruit Preparations		1,312			-			-			1,312
Food & Pharmaceutical Colors		-			99,688			-			99,688
Personal Care		-			39,241			-			39,241
Inks		-			310			-			310
Asia Pacific		-			-			33,442			33,442
Intersegment Revenue		(5,977	)		(3,844	)		(240	)		(10,061	)
Total revenue from external customers	$	175,690		$	135,395		$	33,202		$	344,287

Three months ended September 30, 2020:
Flavors, Extracts & Flavor Ingredients	$	98,952		$	-		$	-		$	98,952
Natural Ingredients		60,937			-			-			60,937
Fragrances		19,890			-			-			19,890
Yogurt Fruit Preparations		3,087			-			-			3,087
Food & Pharmaceutical Colors		-			83,406			-			83,406
Personal Care		-			32,495			-			32,495
Inks		-			513			-			513
Asia Pacific		-			-			30,740			30,740
Intersegment Revenue		(3,179	)		(3,275	)		-			(6,454	)
Total revenue from external customers	$	179,687		$	113,139		$	30,740		$	323,566

(In thousands)	Flavors & Extracts			Color			Asia Pacific			Consolidated
Nine months ended September 30, 2021:
Flavors, Extracts & Flavor Ingredients	$	347,642		$	-		$	-		$	347,642
Natural Ingredients		186,721			-			-			186,721
Fragrances		22,739			-			-			22,739
Yogurt Fruit Preparations		4,877			-			-			4,877
Food & Pharmaceutical Colors		-			287,565			-			287,565
Personal Care		-			119,079			-			119,079
Inks		-			1,522			-			1,522
Asia Pacific		-			-			99,599			99,599
Intersegment Revenue		(16,929	)		(12,740	)		(259	)		(29,928	)
Total revenue from external customers	$	545,050		$	395,426		$	99,340		$	1,039,816

Nine months ended September 30, 2020:
Flavors, Extracts & Flavor Ingredients	$	302,047		$	-		$	-		$	302,047
Natural Ingredients		175,764			-			-			175,764
Fragrances		63,251			-			-			63,251
Yogurt Fruit Preparations		11,913			-			-			11,913
Food & Pharmaceutical Colors		-			261,024			-			261,024
Personal Care		-			107,333			-			107,333
Inks		-			12,848			-			12,848
Asia Pacific		-			-			89,062			89,062
Intersegment Revenue		(13,671	)		(11,994	)		(244	)		(25,909	)
Total revenue from external customers	$	539,304		$	369,211		$	88,818		$	997,333

Index

Geographic Markets

(In thousands)	Flavors & Extracts		Color		Asia Pacific		Consolidated
Three months ended September 30, 2021:
North America	$	131,855	$	67,830	$	5	$	199,690
Europe		30,241		37,004		30		67,275
Asia Pacific		6,410		14,451		32,511		53,372
Other		7,184		16,110		656		23,950
Total revenue from external customers	$	175,690	$	135,395	$	33,202	$	344,287

Three months ended September 30, 2020:
North America	$	124,125	$	61,937	$	48	$	186,110
Europe		37,257		24,953		11		62,221
Asia Pacific		7,905		10,926		29,489		48,320
Other		10,400		15,323		1,192		26,915
Total revenue from external customers	$	179,687	$	113,139	$	30,740	$	323,566

(In thousands)	Flavors & Extracts		Color		Asia Pacific		Consolidated
Nine months ended September 30, 2021:
North America	$	390,163	$	188,764	$	67	$	578,994
Europe		107,463		112,188		106		219,757
Asia Pacific		24,288		47,832		96,863		168,983
Other		23,136		46,642		2,304		72,082
Total revenue from external customers	$	545,050	$	395,426	$	99,340	$	1,039,816

Nine months ended September 30, 2020:
North America	$	361,653	$	189,572	$	48	$	551,273
Europe		120,406		88,941		78		209,425
Asia Pacific		25,363		43,096		85,746		154,205
Other		31,882		47,602		2,946		82,430
Total revenue from external customers	$	539,304	$	369,211	$	88,818	$	997,333

10.	Retirement Plans

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

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	2021			2020			2021			2020
Service cost	$	435		$	400		$	1,308		$	1,196
Interest cost		212			256			638			763
Expected return on plan assets		(184	)		(209	)		(553	)		(622	)
Recognized actuarial loss		69			16			207			47
Total defined benefit expense	$	532		$	463		$	1,600		$	1,384

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

Index

11.	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 $15.1 million and $54.1 million of forward exchange contracts designated as cash flow hedges outstanding as of September 30, 2021 and December 31, 2020, respectively. For the three months ended September 30, 2021 and 2020, gains of $0.3 million and losses of $0.2 million, respectively, were reclassified into net earnings in the Company’s Consolidated Statement of Earnings that offset the underlying transactions’ impact on earnings in the same period. For the nine months ended September 30, 2021 and 2020, gains of $1.1 million and losses of $1.4 million, respectively, were reclassified into net earnings in the Company’s Consolidated Statement of Earnings that offset the underlying transactions’ impact on earnings in the same period. In addition, the Company utilizes forward exchange contracts that are not designated as cash flow hedges. The results of these transactions were not material to the financial statements.

Net investment hedges – The Company has designated certain foreign currency denominated long-term borrowings as partial hedges of the Company’s foreign currency net asset positions. As of September 30, 2021 and December 31, 2020, the total value of the Company’s net investment hedges was $293.3 million and $325.0 million, respectively. These net investment hedges included Euro and British Pound denominated long-term debt. Changes in the fair value of this debt attributable to changes in the spot foreign exchange rate are recorded in foreign currency translation in Other Comprehensive Income (OCI). For the three months ended September 30, 2021 and 2020, the impact of foreign exchange rates on these debt instruments decreased debt by $7.2 million and increased debt by $13.1 million, respectively, which has been recorded as foreign currency translation in OCI. For the nine months ended September 30, 2021 and 2020, the impact of foreign exchange rates on these debt instruments decreased debt by $14.1 million and increased debt by $9.8 million, respectively, which has been recorded as foreign currency translation in OCI. For the three and nine months ended September 30, 2021, losses of $4.2 million were reclassified into net earnings in the Company’s Consolidated Statement of Earnings related to the Euro net investment hedge in connection with the sale of the fragrances product line. See Note 2, Divestitures, for additional information.

12.	Income Taxes

The effective income tax rates for the three months ended September 30, 2021 and 2020, were 22.8% and 12.6%, respectively. For the nine months ended September 30, 2021 and 2020, the effective income tax rates were 23.6% and 20.8%, respectively. The effective tax rates for the three and nine months ended September 30, 2021 and 2020 were both impacted by changes in valuation allowances, changes in estimates associated with the finalization of prior year foreign tax items, changes in deferred tax assets and liabilities due to newly enacted tax rates, audit settlements, and the mix of foreign earnings. The three and nine months ended September 30, 2020, were also impacted by a change in a reserve for an uncertain tax position.

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (CARES Act). The CARES Act allows for the deferral of income and social security tax payments, a five-year carryback for net operating losses, changes to interest expense and business loss limitation rules, certain new tax credits, and certain new loans and grants to businesses. The Company has reviewed its income tax assumptions and projections in light of the CARES Act and has determined the CARES Act does not materially impact the Company’s income tax expense or projections. As of September 30, 2021, the Company has deferred certain payroll tax payments of $5.5 million as permitted by the CARES Act.

Index

13.	Accumulated Other Comprehensive Income

The following table summarizes the changes in OCI during the three and nine month periods ended September 30, 2021 and 2020:

(In thousands)	Cash Flow Hedges ⁽¹⁾			Pension Items ⁽¹⁾			Foreign Currency Items			Total
Balances at December 31, 2020	$	749		$	(1,965	)	$	(157,875	)	$	(159,091	)
Other comprehensive income (loss) before reclassifications		729			-			(22,073	)		(21,344	)
Amounts reclassified from OCI		(1,068	)		156			10,194			9,282
Balances at September 30, 2021	$	410		$	(1,809	)	$	(169,754	)	$	(171,153	)

(In thousands)	Cash Flow Hedges ⁽¹⁾			Pension Items ⁽¹⁾			Foreign Currency Items			Total
Balances at June 30, 2021	$	817		$	(1,861	)	$	(154,877	)	$	(155,921	)
Other comprehensive loss before reclassifications		(115	)		-			(14,877	)		(14,992	)
Amounts reclassified from OCI		(292	)		52			-			(240	)
Balances at September 30, 2021	$	410		$	(1,809	)	$	(169,754	)	$	(171,153	)

(In thousands)	Cash Flow Hedges ⁽¹⁾			Pension Items ⁽¹⁾			Foreign Currency Items			Total
Balances at December 31, 2019	$	(199	)	$	(672	)	$	(162,137	)	$	(163,008	)
Other comprehensive loss before reclassifications		(995	)		-			(15,164	)		(16,159	)
Amounts reclassified from OCI		1,380			24			(8,639	)		(7,235	)
Balances at September 30, 2020	$	186		$	(648	)	$	(185,940	)	$	(186,402	)

(In thousands)	Cash Flow Hedges ⁽¹⁾			Pension Items ⁽¹⁾			Foreign Currency Items			Total
Balances at June 30, 2020	$	(912	)	$	(656	)	$	(203,156	)	$	(204,724	)
Other comprehensive income before reclassifications		889			-			17,638			18,527
Amounts reclassified from OCI		209			8			(422	)		(205	)
Balances at September 30, 2020	$	186		$	(648	)	$	(185,940	)	$	(186,402	)

(1)

Cash Flow Hedges and Pension Items are net of tax.

14.	Commitments and Contingencies

Agar v. Sensient Natural Ingredients LLC

On March 29, 2019, Calvin Agar (Agar), a former employee, filed a Class Action Complaint in Stanislaus County Superior Court against Sensient Natural Ingredients LLC (SNI). On May 22, 2019, Agar filed a First Amended Class Action Complaint against SNI (the Complaint). Agar alleges that SNI improperly reported overtime pay on employees’ wage statements, in violation of the California Labor Code. The Complaint alleges two causes of action, both of which concern the wage statements.

The Complaint does not allege that SNI failed to pay any overtime due to Agar or any of the putative class or group members. The Complaint merely challenges the manner in which SNI has reported overtime pay on its wage statements.

SNI maintains that it has accurately paid Agar and the putative class members for all overtime worked, and that they have not experienced any harm. SNI further maintains that the format of its wage statements does not violate the requirements of state law or any specific guidance from California decisional law, the California Division of Labor Standards Enforcement, or the California Labor Commissioner's Office. Finally, SNI contended that certain of the state law claims are subject to mandatory individual arbitration.

Index

SNI filed its Answer and Affirmative Defenses to the Complaint on July 10, 2019. The parties participated in an early mediation in the case in December 2019, which was not successful. On March 17, 2020, the Court granted Agar leave to file a Second Amended Complaint, which removed the claim that SNI had asserted was subject to mandatory individual arbitration. SNI filed a Demurrer to the Second Amended Complaint, seeking dismissal of the remaining claim, on May 1, 2020. The Court overruled the Demurrer on September 1, 2020. SNI requested discretionary appellate review of this decision. The Court of Appeal of the State of California, Fifth Appellate District granted SNI’s application on February 19, 2021 and ordered briefing by the parties. Discovery is currently stayed in the matter pending the outcome of appellate review. SNI continues to evaluate the developing legal authority on this issue. SNI intends to continue to vigorously defend its interests, absent a reasonable resolution.

Kelley v. Sensient Natural Ingredients LLC; Bryan v. Sensient Natural Ingredients LLC

On March 4, 2020, Monique Kelley filed a Class Action Complaint against SNI in Merced County Superior Court in California. Ms. Kelley worked at SNI for less than a week in 2017 through a temporary staffing company. Ms. Kelley has brought suit for purported violations of the California Labor Code and the California Business and Professions Code on her own behalf, and on behalf of all current and former California-based hourly-paid or non-exempt employees of SNI. Ms. Kelley specifically asserts claims for unpaid overtime wages, unpaid minimum wages, unpaid meal and rest break premiums, failure to timely pay final wages upon termination, non-compliant wage statements, and unreimbursed business expenses. SNI filed a Demurrer on May 21, 2020, seeking dismissal of the Complaint in its entirety on the grounds that it contains only boilerplate allegations that fail to state facts sufficient to constitute a cause of action, and it is otherwise uncertain, ambiguous, and unintelligible. SNI further sought dismissal of one cause of action based upon the statute of limitations. SNI simultaneously filed a Motion to Strike certain allegations in the Complaint as improperly pled. The Court sustained the Demurrer with leave to amend on August 25, 2020. The Court also granted the Motion to Strike. Ms. Kelley has amended her original pleading, asserting the same causes of action, to which SNI has filed a responsive pleading. The parties have begun discovery.

On June 15, 2020, the same law firm representing Ms. Kelley also filed notice with the State of California of the intent to pursue a claim on a representative basis pursuant to the California Private Attorneys General Act of 2004 (PAGA). This notice was served on behalf of Julie Bryan, who worked at SNI through a temporary staffing agency in early 2020. The notice states the intent to pursue relief on behalf of Ms. Bryan as well as other alleged aggrieved employees, identified as all current and former hourly or non-exempt employees of SNI, whether hired directly or through staffing agencies or labor contractors. The notice alleges that SNI failed to properly pay Ms. Bryan and the other alleged aggrieved employees for all hours worked, failed to properly provide or compensate minimum and overtime wages and for meal and rest breaks, failed to issue compliant wage statements, and failed to reimburse for all necessary business-related expenses, in violation of the California Labor Code and California Industrial Welfare Commission Orders. On August 19, 2020, Ms. Bryan filed a Complaint in Merced County Superior Court asserting the claims set forth in her PAGA notice. SNI filed its Answer and Affirmative Defenses, and the parties entered the discovery phase of the case. On May 20, 2021, however, Ms. Bryan filed a Request for Dismissal of her action, without prejudice.

On April 26, 2021, prior to the filing of the above-referenced Notice of Dismissal, the same law firm filed an additional notice with the State of California of the intent to pursue a claim on a representative basis pursuant to PAGA. This notice was served on behalf of Patrick Walters, an employee of SNI. The notice states the intent to pursue relief on behalf of Mr. Walters as well as other alleged aggrieved employees, identified as all current and former hourly or non-exempt employees of SNI, whether hired directly or through staffing agencies. The notice alleges that SNI failed to properly pay Mr. Walters and the other alleged aggrieved employees for all hours worked, failed to properly provide or compensate minimum and overtime wages and for meal and rest breaks, failed to issue compliant wage statements, and failed to reimburse for all necessary business-related expenses, in violation of the California Labor Code and California Industrial Welfare Commission Orders. On July 30, 2021, Mr. Walters filed a Complaint in Merced County Superior Court asserting the claims set forth in his PAGA notice. SNI filed its Answer and Affirmative Defenses in response. SNI intends to vigorously defend its interests in both the Kelley and Walters matters, absent a reasonable resolution.

Index

Sofia Rodriguez v. Sensient Natural Ingredients LLC and One Source Staffing Solutions, Inc.

On June 10, 2021, Sofia Rodriguez filed notice with the State of California of the intent to pursue a claim on a representative basis pursuant to PAGA. The notice was served on behalf of Ms. Rodriguez, who worked at SNI through One Source Staffing Solutions, Inc. for five months in 2020. The notice states the intent to pursue relief on behalf of Ms. Rodriguez as well as other alleged aggrieved employees, identified as all non-exempt employees who worked for Defendants in the State of California, and who were paid on an hourly basis. The notice alleges that SNI failed to allow Ms. Rodriguez and the other alleged aggrieved employees to take statutorily required meal and rest periods. The notice further alleges that Defendants suffered and permitted Ms. Rodriguez and other alleged aggrieved employees to work off the clock, failed to pay for all hours worked, failed to properly provide or compensate for minimum and overtime wages, failed to issue compliant wage statements, and failed to pay wages owed upon termination of employment, in violation of the California Labor Code. Ms. Rodriguez also asserts that she was taken off the schedule and not returned to work after complaining about the alleged wage and hour violations set forth in the PAGA notice. On August 17, 2021, Ms. Rodriguez filed a Complaint in Stanislaus County Superior Court asserting the claims set forth in her PAGA notice. SNI intends to vigorously defend its interests in the Rodriguez matter, absent a reasonable resolution.

Other Claims

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.

See Note 2, Divestitures, for information about estimated environmental remediation costs associated with our Granada, Spain, location.

15.	Subsequent Events

On October 1, 2021, the Company amended its existing accounts receivable securitization program with Wells Fargo Bank, National Association (Wells Fargo) to (a) decrease the facility limit amount from $65 million to $30 million with an option for the Company to make a one-time request for an increase in the facility limit by an amount not to exceed $35 million (with such increase being made at the discretion of Wells Fargo), (b) extend the termination date of the program from October 1, 2021 to October 1, 2022, and (c) add mechanics relating to the transition from the use of London Interbank Offered Rate to Secured Overnight Financing Rate or such other replacement benchmark rate upon the occurrence of certain transition events or elections made by the parties, in each case pursuant to the terms of the amendment.

On October 14, 2021, the Company announced its quarterly dividend of $0.41 per share would be payable on December 1, 2021.

Index

ITEM 2.

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

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that reflect management’s current assumptions and estimates of future economic circumstances, industry conditions, Company performance, and financial results. Forward-looking statements include statements in the future tense, statements referring to any period after September 30, 2021, and statements including the terms “expect,” “believe,” “anticipate,” and other similar terms that express expectations as to future events or conditions. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and other factors that could cause actual events to differ materially from those expressed in the forward-looking statements. A variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results. These factors and assumptions include, among others, the impact and uncertainty created by the ongoing COVID-19 pandemic, including, but not limited to, its effects on our employees, facilities, customers, and suppliers, the availability and cost of energy, raw materials, and other supplies, the availability of logistics and transportation, governmental regulations and restrictions, and general economic conditions; the pace and nature of new product introductions by the Company and the Company’s customers; the Company’s ability to anticipate and respond to changing consumer preferences and changing technologies; the Company’s ability to successfully implement its growth strategies; the outcome of the Company’s various productivity-improvement and cost-reduction efforts, acquisition and divestiture activities, and operational improvement plan; the effectiveness of the Company’s past restructuring activities; changes in costs of raw materials, including energy; industry, regulatory, legal, and economic factors related to the Company’s domestic and international business; the effects of tariffs, trade barriers, and disputes; growth in markets for products in which the Company competes; industry and customer acceptance of price increases; actions by competitors; currency exchange rate fluctuations; and the matters discussed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as updated below under Part II, Item 1A. Except to the extent required by applicable law, the Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

OVERVIEW

Revenue

Revenue was $344.3 million and $323.6 million for the three months ended September 30, 2021 and 2020, respectively. Revenue was $1.0 billion and $997.3 million for the nine months ended September 30, 2021 and 2020, respectively. For the three and nine months ended September 30, 2021, the impact of foreign exchange rates increased consolidated revenue by approximately 1% and 3%, respectively.

Gross Margin

The Company’s gross margin was 33.4% and 32.7% for the three months ended September 30, 2021 and 2020, respectively. The increase in gross margin was primarily due to higher Color segment volumes.

The Company’s gross margin was 32.9% and 32.1% for the nine months ended September 30, 2021 and 2020, respectively. The increase in gross margin was primarily due to higher Flavor & Extracts segment volumes and the impact of the divestiture & other related costs in the prior year period.

Selling and Administrative Expenses

Selling and administrative expense as a percent of revenue was 19.8% and 19.9% for the three months ended September 30, 2021 and 2020, respectively. Selling and administrative expense as a percent of revenue was 20.5% and 20.2% for the nine months ended September 30, 2021 and 2020, respectively.

Selling and administrative expenses included divestiture & other related costs and operational improvement plan costs and income totaling $0.7 million and $11.5 million for the three and nine months ended September 30, 2021, respectively, and $2.9 million and $11.3 million for the three and nine months ended September 30, 2020, respectively.

Operating Income

Operating income was $47.0 million and $41.2 million for the three months ended September 30, 2021 and 2020, respectively. Operating margins were 13.6% and 12.7% for the three months ended September 30, 2021 and 2020, respectively. The increase in operating margin is primarily due to lower operational improvement plan and divestiture & other related costs, which decreased operating margins by 20 and 90 basis points for the three months ended September 30, 2021 and 2020, respectively.

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Operating income was $129.6 million and $117.8 million for the nine months ended September 30, 2021 and 2020, respectively. Operating margins were 12.5% and 11.8% for the nine months ended September 30, 2021 and 2020, respectively. The increase in operating margins was primarily due to an increase in margins in the Flavors & Extracts segment and the net impact of lower divestiture & other related costs and operational improvement plan income. The net impact of divestiture & other related costs offset by operational improvement plan income, decreased operating margins by 110 and 130 basis points for the nine months ended September 30, 2021 and 2020, respectively.

Interest Expense

Interest expense was $3.0 million and $3.5 million for the three months ended September 30, 2021 and 2020, respectively, and $9.8 million and $11.4 million for the nine months ended September 30, 2021 and 2020, respectively. For the three and nine months ended September 30, 2021, the decrease in expense compared to the prior year comparable period was primarily due to the decrease in the average debt outstanding.

Income Taxes

Divestitures

On June 30, 2020, the Company completed the sale of its inks product line. In 2021 and 2020, the Company received $0.5 million and $11.6 million of net cash, respectively, as part of the sale.

Acquisition

Operational Improvement Plan

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In the three and nine months ended September 30, 2021, the Company recorded costs of $0.5 million and income of $2.0 million, respectively, related to the Operational Improvement Plan. The income in the nine month period primarily related to the gain associated with the terminated New Jersey lease. In both the three and nine months ended September 30, 2020, the Company recorded costs of $2.6 million, primarily related to employee separation expenses.

COVID-19

COVID-19 has adversely affected, and is expected to continue to adversely affect, most of the world, including through widespread illness, quarantines, factory shutdowns, and travel and transportation disruptions. While the Company’s financial position remains strong, the Company has seen several financial and operational impacts from the pandemic as of this filing.

For the three and nine months ended September 30, 2021, demand for many of the Company’s products remained strong, especially in product lines that serve the food and beverage markets. There has been continued softer demand in other product lines the Company serves, particularly in the cosmetics product line and some product lines that supply the quick service restaurant segment due to continued widespread restaurant capacity and other operating restrictions. While COVID-19 appears to have initially contributed to demand for food-related products and dampened demand for personal care related products, it is difficult to quantify the continuing and future impact of COVID-19 on demand for the Company’s products.

During the first quarter of 2020, the Company had a production facility in China and a production facility in India that were required to temporarily suspend operations. In addition, during the fourth quarter of 2020, the Company had a production facility in China that was required to temporarily suspend operations. All of the Company’s production facilities are open and operating as of this filing, but the Company continues to monitor developments and regulations in regions where its production facilities are located. The Company also continues to monitor supply chains and has increased inventory in certain key raw materials and fast moving finished goods. Supply chains and logistics operations have been adversely impacted during the pandemic, but the Company did not experience any significant supply disruptions related to COVID-19 during the three and nine months ended September 30, 2021.

As of September 30, 2021, the Company continues to be in compliance with its financial loan covenants and does not anticipate any non-compliance in the future. COVID-19 has not adversely impacted the Company’s capital or financial resources. Furthermore, the Company expects its forecasted cash flows from operations and its available debt capacity will be able to meet future cash requirements for operations, capital expenditures, contractual maturities on long-term debt, stock repurchases, and dividend payments.

The Company continues to monitor its trade accounts receivables for potential collection issues and has not identified any significant concerns as of this filing. The Company will continue to monitor cash collections and review trade receivable aging to identify any deterioration in quality.

The Company continues to believe its internal controls over financial reporting and its disclosure controls and procedures are effective to ensure their design and operation continue to be effective as some employees outside the United States periodically perform tasks from alternative work locations. Internal audit continues to perform their audit procedures as planned, though some audit procedures are performed remotely for locations outside the United States where it is not reasonably possible to perform audit procedures in-person.

Overall, governmental and social responses to the COVID-19 pandemic continue to evolve. In particular, there continues to be uncertainty related to the timing and extent of vaccination programs, especially outside of the U.S., as well as the impacts of new COVID-19 variants, and we expect that the situation will remain dynamic and difficult to predict for the foreseeable future. There can be no assurance that our experience to date with respect to facility operations, customer demand, the availability of supplies and transportation, and other factors impacting our results and financial condition will be predictive of the ongoing impacts in the short or long term. Even as stay-home orders and quarantines are being lifted in most areas, it is difficult to predict how economic conditions and changes in customer and consumer behavior may impact our results over the longer term. As a result of any of the foregoing, our results or financial condition could be adversely impacted and the impacts could be material.

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NON-GAAP FINANCIAL MEASURES

Within the following tables, the Company reports certain non-GAAP financial measures, including: (1) adjusted revenue, adjusted operating income, adjusted net earnings, and adjusted diluted earnings per share, which exclude the results of the divested product lines, the divestiture & other related costs, and the operational improvement plan costs and income, and (2) percentage changes in revenue, operating income, and diluted earnings per share on an adjusted local currency basis, which eliminate the effects that result from translating its international operations into U.S. dollars, the results of divested product lines, the divestiture & other related costs or income, and the operational improvement plan costs or income.

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 September 30,									Nine Months Ended September 30,
(In thousands, except per share amounts)	2021			2020			% Change			2021			2020			% Change
Revenue (GAAP)	$	344,287		$	323,566			6.4	%	$	1,039,816		$	997,333			4.3	%
Revenue of the divested product lines		(1,622	)		(23,588	)					(29,399	)		(88,390	)
Adjusted revenue	$	342,665		$	299,978			14.2	%	$	1,010,417		$	908,943			11.2	%

Operating Income (GAAP)	$	46,958		$	41,155			14.1	%	$	129,608		$	117,841			10.0	%
Divestiture & other related costs (income) – Cost of products sold		-			(148	)					28			1,791
Divestiture & other related costs – Selling and administrative expenses		241			312						13,473			8,689
Operating loss (income) of the divested product lines		70			(2,449	)					(2,398	)		(4,165	)
Operational improvement plan – Cost of products sold		-			35						-			35
Operational improvement plan – Selling and administrative expenses (income)		483			2,606						(2,010	)		2,606
Adjusted operating income	$	47,752		$	41,511			15.0	%	$	138,701		$	126,797			9.4	%

Net Earnings (GAAP)	$	33,912		$	32,910			3.0	%	$	91,516		$	84,303			8.6	%
Divestiture & other related costs, before tax		241			164						13,501			10,480
Tax impact of divestiture & other related costs		1,179			(787	)					283			(1,212	)
Net loss (earnings) of the divested product lines, before tax		70			(2,449	)					(2,398	)		(4,165	)
Tax impact of the divested product lines		(18	)		655						590			1,155
Operational improvement plan costs (income), before tax		483			2,641						(2,010	)		2,641
Tax impact of operational improvement plan		(115	)		(656	)					44			(656	)
Adjusted net earnings	$	35,752		$	32,478			10.1	%	$	101,526		$	92,546			9.7	%

Diluted earnings per share (GAAP)	$	0.80		$	0.78			2.6	%	$	2.16		$	1.99			8.5	%
Divestiture & other related costs (income), net of tax		0.03			(0.01	)					0.33			0.22
Results of operations of the divested product lines, net of tax		-			(0.04	)					(0.04	)		(0.07	)
Operational improvement plan costs (income), net of tax		0.01			0.05						(0.05	)		0.05
Adjusted diluted earnings per share	$	0.85		$	0.77			10.4	%	$	2.40		$	2.19			9.6	%

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Divestiture & other related costs are discussed under “Divestitures” above and Note 2, Divestitures, in the Notes to the Consolidated Condensed Financial Statements included in this report. The Operational Improvement Plan is discussed under “Operational Improvement Plan” above and Note 3, Operational Improvement Plan, in the Notes to the Consolidated Condensed Financial Statements included in this report.

Note: Earnings per share calculations may not foot due to rounding differences.

The following table summarizes the percentage change for the results of the three and nine months ended September 30, 2021, compared to the results for the three and nine months ended September 30, 2020, in the respective financial measures.

	Three Months Ended September 30, 2021												Nine Months Ended September 30, 2021
Revenue	Total			Foreign Exchange Rates			Adjustments⁽¹⁾			Adjusted Local Currency			Total			Foreign Exchange Rates			Adjustments⁽¹⁾			Adjusted Local Currency
Flavors & Extracts		(0.7	%)		1.1	%		(13.4	%)		11.6	%		1.6	%		2.4	%		(10.7	%)		9.9	%
Color		19.6	%		1.9	%		(0.4	%)		18.1	%		7.1	%		3.2	%		(3.4	%)		7.3	%
Asia Pacific		8.8	%		(0.5	%)		(0.2	%)		9.5	%		11.8	%		3.6	%		(0.2	%)		8.4	%
Total Revenue		6.4	%		1.2	%		(7.8	%)		13.0	%		4.3	%		2.8	%		(7.1	%)		8.6	%

Operating Income
Flavors & Extracts		5.5	%		0.6	%		(11.1	%)		16.0	%		13.7	%		1.9	%		(4.9	%)		16.7	%
Color		15.7	%		1.8	%		(0.9	%)		14.8	%		5.3	%		3.5	%		0.8	%		1.0	%
Asia Pacific		7.8	%		(2.3	%)		(0.4	%)		10.5	%		19.4	%		(0.7	%)		(0.3	%)		20.4	%
Corporate & Other		(2.5	%)		0.0	%		(21.0	%)		18.5	%		11.1	%		0.0	%		(11.0	%)		22.1	%
Total Operating Income		14.1	%		1.1	%		(0.9	%)		13.9	%		10.0	%		3.2	%		0.3	%		6.5	%
Diluted Earnings per Share		2.6	%		0.0	%		(6.5	%)		9.1	%		8.5	%		3.0	%		(1.3	%)		6.8	%

(1)

For Revenue, adjustments consist of revenues of the divested product lines. For Operating Income and Diluted Earnings per Share, adjustments consist of the results of the divested product lines, divestiture & other related costs, and operational improvement plan costs and income.

Note: Refer to table above for a reconciliation of these non-GAAP measures.

SEGMENT INFORMATION

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

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

Flavors & Extracts

Flavors & Extracts segment revenue was $181.7 million and $182.9 million for the three months ended September 30, 2021 and 2020, respectively, a decrease of approximately 1%. Foreign exchange rates increased segment revenue by approximately 1%. The decrease was a result of higher revenue in Flavors, Extracts & Flavor Ingredients, and Natural Ingredients, which was more than offset by lower revenue due to the divestitures of Yogurt Fruit Preparations on September 18, 2020, and Fragrances on April 1, 2021. The higher revenue in Flavors, Extracts & Flavor Ingredients was primarily due to higher volumes and the favorable impact of the Flavors Solutions, Inc. acquisition. The higher revenue in Natural Ingredients was primarily due to higher volumes. Higher selling prices also contributed to the higher revenue in both Flavors, Extracts & Flavor Ingredients and Natural Ingredients.

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Flavors & Extracts segment revenue was $562.0 million and $553.0 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of approximately 2%. Foreign exchange rates increased segment revenue by approximately 2%. The increase was a result of higher revenue in Flavors, Extracts & Flavor Ingredients, and Natural Ingredients, which was partially offset by lower revenue due to the divestitures of Yogurt Fruit Preparations on September 18, 2020, and Fragrances on April 1, 2021. The higher revenue in Flavors, Extracts & Flavor Ingredients was primarily due to higher volumes, the favorable impact of the Flavors Solutions, Inc. acquisition, and the favorable impact of exchange rates. The higher revenue in Natural Ingredients was primarily due to higher volumes. Higher selling prices also contributed to the higher revenue in both Flavors, Extracts & Flavor Ingredients and Natural Ingredients.

Flavors & Extracts segment operating income was $25.2 million and $23.8 million for the three months ended September 30, 2021 and 2020, respectively, an increase of approximately 6%. Foreign exchange rates increased segment operating income by approximately 1%. The increase was primarily a result of higher segment operating income in Flavors, Extracts & Flavor Ingredients and Natural Ingredients, partially offset by lower segment operating income due to the divestiture of Fragrances on April 1, 2021. The higher segment operating income in Flavors, Extracts & Flavor Ingredients and Natural Ingredients was primarily a result of higher volumes, which were partially offset by higher raw material costs. Higher selling prices also contributed to the higher segment operating income in Flavors, Extracts & Flavor Ingredients and Natural Ingredients. Segment operating income as a percent of revenue was 13.9% in the current quarter compared to 13.0% in the prior year’s comparable quarter.

Flavors & Extracts segment operating income was $76.7 million and $67.5 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of approximately 14%. Foreign exchange rates increased segment operating income by approximately 2%. The increase was a result of higher segment operating income in Flavors, Extracts & Flavor Ingredients and Natural Ingredients, partially offset by lower segment operating income due to the divestiture of Fragrances on April 1, 2021. The higher segment operating income in Flavors, Extracts & Flavor Ingredients was primarily a result of higher volumes, lower manufacturing and other costs, and the favorable impact of foreign exchange rates, partially offset by higher raw material costs. The higher segment operating income in Natural Ingredients was primarily a result of higher volumes, which were partially offset by higher raw material costs. Higher selling prices also contributed to the higher segment operating income in Natural Ingredients. Segment operating income as a percent of revenue was 13.7% in the current nine month period compared to 12.2% in the prior year’s comparable nine month period.

Color

Segment revenue for the Color segment was $139.2 million and $116.4 million for the three months ended September 30, 2021 and 2020, respectively, an increase of approximately 20%. Foreign exchange rates increased segment revenue by approximately 2%. The increase was a result of higher segment revenue in Food & Pharmaceutical Colors and Personal Care. The increase in Food & Pharmaceutical Colors was primarily due to higher volumes and the favorable impact of foreign exchange rates. Higher selling prices also contributed to the higher revenue in Food & Pharmaceutical Colors. The increase in Personal Care was due to higher volumes and the favorable impact of foreign exchange rates.

Segment revenue for the Color segment was $408.2 million and $381.2 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of approximately 7%. Foreign exchange rates increased segment revenue by approximately 3%. The increase was a result of higher segment revenue in Food & Pharmaceutical Colors and Personal Care, partially offset by lower revenue due to the divestiture of Inks on June 30, 2020. The increase in Food & Pharmaceutical Colors was primarily due to higher volumes and the favorable impact of foreign exchange rates. Higher selling prices also contributed to the higher revenue in Food & Pharmaceutical Colors. The increase in Personal Care was due to higher volumes and the favorable impact of foreign exchange rates.

Segment operating income for the Color segment was $27.3 million and $23.6 million for the three months ended September 30, 2021 and 2020, respectively, an increase of approximately 16%. Foreign exchange rates increased segment operating income by approximately 2%. The increase in segment operating income was a result of higher segment operating income in Food & Pharmaceutical Colors and Personal Care. The increase in Food & Pharmaceutical Colors was primarily due to higher volumes, partially offset by higher manufacturing and other costs. Higher selling prices also contributed to the higher segment operating income in Food & Pharmaceutical Colors. The increase in Personal Care was primarily due to higher volumes. Segment operating income as a percent of revenue was 19.6% in the current quarter and 20.2% in the prior year’s comparable quarter.

Segment operating income for the Color segment was $79.5 million and $75.5 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of approximately 5%. Foreign exchange rates increased segment operating income by approximately 4%. The increase was a result of higher segment operating income in Food & Pharmaceutical Colors and the favorable impact of the Inks divestiture on June 30, 2020. Segment operating income as a percent of revenue was 19.5% in the current nine month period and 19.8% in the prior year’s comparable period.

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Asia Pacific

Segment revenue for the Asia Pacific segment was $33.4 million and $30.7 million for the three months ended September 30, 2021 and 2020, respectively, an increase of approximately 9%. The increase was primarily a result of higher volumes. Foreign exchange rates decreased segment revenue by approximately 1%.

Segment revenue for the Asia Pacific segment was $99.6 million and $89.1 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of approximately 12%. The increase was a result of higher volumes and the favorable impact of foreign exchange rates, which increased segment revenue by approximately 4%.

Segment operating income for the Asia Pacific segment was $6.6 million and $6.1 million for the three months ended September 30, 2021 and 2020, respectively, an increase of approximately 8%. The increase was primarily a result of higher volumes, partially offset by higher manufacturing and other costs. Foreign exchange rates decreased segment operating income by approximately 2%. Segment operating income as a percent of revenue was 19.7% in the current quarter and 19.9% in the prior year’s comparable quarter.

Segment operating income for the Asia Pacific segment was $19.1 million and $16.0 million for the nine months ended September 30, 2021 and 2020, respectively, an increase of approximately 19%. The increase was primarily a result of higher volumes, partially offset by higher manufacturing and other costs. Foreign exchange rates decreased segment operating income by approximately 1%. Segment operating income as a percent of revenue was 19.2% in the current nine month period and 18.0% in the prior year’s comparable period.

Corporate & Other

The Corporate & Other operating expense was $12.1 million and $12.4 million for the three months ended September 30, 2021 and 2020, respectively. The lower operating expense for the three months ended September 30, 2021, was primarily due to lower operational improvement plan expenses, partially offset by higher performance-based compensation.

The Corporate & Other operating expense was $45.7 million and $41.1 million for the nine months ended September 30, 2021 and 2020, respectively. The higher operating expense for the nine months ended September 30, 2021, was primarily due to higher performance-based compensation, partially offset by the net favorable impact of lower divestiture & other related expenses and operational improvement plan expenses and income in the current nine month period.

LIQUIDITY AND FINANCIAL CONDITION

Financial Condition

The Company’s financial position remains strong. The Company is in compliance with its loan covenants calculated in accordance with applicable agreements as of September 30, 2021. The Company expects its cash flow from operations and its existing debt capacity can be used to meet anticipated future cash requirements for operations, capital expenditures, dividend payments, acquisitions, and stock repurchases. The impact of inflation on both the Company’s financial position and its results of operations has been minimal and is not expected to significantly affect 2021 results.

Cash Flows from Operating Activities

Net cash provided by operating activities was $116.1 million and $142.9 million for the nine months ended September 30, 2021 and 2020, respectively. The decrease in net cash provided by operating activities was primarily due to the change in cash used in working capital during the nine months ended September 30, 2021, compared to the nine months ended September 30, 2020.

Cash Flows from Investing Activities

Net cash used in investing activities was $13.1 million and $15.8 million during the nine months ended September 30, 2021 and 2020, respectively. During the nine months ended September 30, 2021 and 2020, the Company received cash proceeds of $36.8 million and $12.2 million, respectively, related to the Company’s divestiture activities. In the nine months ended September 30, 2021, the Company paid $13.9 million for the acquisition of Flavor Solutions, Inc., while in the nine months ended September 30, 2020, the Company received $4.6 million related to the redemption of miscellaneous investments. Capital expenditures were $37.6 million and $34.0 million during the nine months ended September 30, 2021 and 2020, respectively.

Cash Flows from Financing Activities

Net cash used in financing activities was $93.5 million and $117.8 million for the nine months ended September 30, 2021 and 2020, respectively. Net debt decreased by $11.9 million and $67.9 million for the nine months ended September 30, 2021 and 2020, respectively. For purposes of the cash flow statement, net changes in debt exclude the impact of foreign exchange rates. The Company repurchased shares of its common stock for $31.5 million during the nine months ended September 30, 2021. There were no repurchases of shares of the Company’s common stock in the comparable prior year’s period. Dividends of $49.5 million, or $1.17 per share, were paid during both the nine months ended September 30, 2021 and 2020.

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CRITICAL ACCOUNTING POLICIES

There have been no material changes in the Company’s critical accounting policies during the quarter ended September 30, 2021. 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, 2020.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s exposure to market risk during the quarter ended September 30, 2021. For additional information about market risk, refer to Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

ITEM 4.

CONTROLS AND PROCEDURES

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

Changes in Internal Control over Financial Reporting: There have been no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended September 30, 2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II.

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

See Part I, Item 1, Note 14, Commitments and Contingencies, of this report for information regarding legal proceedings in which the Company is involved.

ITEM 1A.

RISK FACTORS

The Company is supplementing the risk factors previously disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 with the following risk factor:

●

Restrictions on energy sources for our facilities may negatively affect our results.

We have facilities around the world that are dependent upon third parties to provide us with energy in order to continue to run our day-to-day operations. A restriction on energy sources, whether instituted by the provider, a third party, or as a result of a shortage of resources, could impair or shut down operations at our facilities and adversely impact our business. In June of 2021, the U.S. Court of Appeals for the District of Columbia Circuit upheld a challenge by the Environmental Defense Fund to vacate a Certificate of Public Convenience and Necessity (Certificate) issued by the Federal Energy Regulatory Commission (FERC) in connection with a natural gas pipeline that serves a significant number of residents and businesses in eastern Missouri, including our St. Louis facility. In September of 2021, the FERC issued a short-term certificate to allow the pipeline to continue operations through December 13, 2021. The Supreme Court of the United States rejected a request to stay the ruling to vacate the Certificate, and, therefore, it is possible that the pipeline will cease operations on December 14, 2021. If our St. Louis facility is unable to receive natural gas from the pipeline or cannot find an alternative source, our operations would be adversely impacted. In addition, the local government supplies our facility in Guangzhou, China with electricity. As a result of an insufficient supply of coal, our facility did not, and has been informed by the local government that it may not in the future, receive electricity for intermittent periods during the shortage. The timing and frequency of such outages varies based on the availability of the coal supply. A prolonged or more intense coal shortage, or an inability to find an alternative source to power our facility, could have an adverse effect on our financial performance. Additionally, in view of past history, it is also possible that government action in advance of the 2022 Beijing Winter Olympics (currently scheduled for February) could result in shutdowns of our facilities in China.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On October 19, 2017, the Board of Directors authorized the repurchase of up to three million shares (2017 Authorization). As of September 30, 2021, 1,157,567 shares had been repurchased under the 2017 Authorization. There is no expiration date for the 2017 Authorization. The 2017 Authorization may be modified, suspended, or discontinued by the Board of Directors at any time. As of September 30, 2021, the maximum number of shares that may be purchased under publicly announced plans is 1,842,433.

The following table sets forth information with respect to our purchases of shares of our common stock during the three months ended September 30, 2021:

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of shares purchased as part of publicly announced plans or programs		Maximum number of shares that may yet be purchased under the plans or programs
July 1 to July 31, 2021		11,000	$	86.40		11,000		1,937,033
August 1 to August 31, 2021		48,400		87.14		48,400		1,888,633
September 1 to September 30, 2021		46,200		90.89		46,200		1,842,433
Total		105,600				105,600

ITEM 6.

EXHIBITS

See Exhibit Index following this report.

Index

SENSIENT TECHNOLOGIES CORPORATION

EXHIBIT INDEX

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2021

Exhibit	Description	Incorporated by Reference From	Filed Herewith
10.1	Amendment No. 7 to Receivables Purchase Agreement, dated as of October 1, 2021, among Sensient Receivables LLC, Sensient Technologies Corporation, and Wells Fargo Bank, National Association	Exhibit 10.1 to Current Report on Form 8-K filed October 5, 2021 (Commission File No. 1-7626)

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

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

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

101.SCH	Inline XBRL Taxonomy Extension Schema Document		X

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document		X

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document		X

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document		X

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document		X

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

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:	November 2, 2021	By:	/s/ John J. Manning
			John J. Manning, Senior Vice President, General Counsel & Secretary

Date:	November 2, 2021	By:	/s/ Stephen J. Rolfs
			Stephen J. Rolfs, Senior Vice President & Chief Financial Officer

		Page No.

PART I. FINANCIAL INFORMATION:

Item 1.	Financial Statements:

	Consolidated Statements of Earnings ‑ Three and Nine Months Ended September 30, 2021 and 2020.	1

	Consolidated Condensed Statements of Comprehensive Income ‑ Three and Nine Months Ended September 30, 2021 and 2020.	2

	Consolidated Balance Sheets - September 30, 2021 and December 31, 2020.	3

	Consolidated Statements of Cash Flows ‑ Nine Months Ended September 30, 2021 and 2020.	4

	Consolidated Statements of Shareholders’ Equity ‑ Three and Nine Months Ended September 30, 2021 and 2020.	5

	Notes to Consolidated Condensed Financial Statements.	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	26

Item 4.	Controls and Procedures.	26

PART II. OTHER INFORMATION:

Item 1.	Legal Proceedings.	27

Item 1A.	Risk Factors.	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	27

Item 6.	Exhibits.	27

	Exhibit Index.	28

	Signatures.	29