UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) |
May 8, 2012 |
INTERNATIONAL FLAVORS & FRAGRANCES INC. |
(Exact Name of Registrant as Specified in Charter) |
New York |
1-4858 |
13-1432060 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
521 West 57th Street, New York, New York |
10019 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code | (212) 765-5500 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. | Results of Operations and Financial Condition |
Attached and being furnished hereby as Exhibit 99.1 is a copy of a press release of International Flavors & Fragrances Inc. ("IFF" or the "Company") dated May 8, 2012 reporting IFF's financial results for the quarter ended March 31, 2012.
An audio webcast to discuss the Company's first quarter 2012 financial results and full year 2012 outlook will be held today, May 8, 2012, at 10:00 a.m. EDT. Interested parties can access the webcast and accompanying slide presentation on the Company's website at www.iff.com under the Investor Relations section. For those unable to listen to the live broadcast, a replay will be available on the Company's website approximately one hour after the event and will remain available on the IFF website for one year.
Non-GAAP financial measures: The Company uses non-GAAP financial operating measures which exclude restructuring charges (including costs associated with the Company’s restructuring efforts in Europe in 2011 and costs associated with the 2011 strategic initiative in 2012). The Company also measures sales performance on a non-GAAP basis which eliminates the effects that result from translating its international sales in U.S. dollars (“local currency”). Such information is supplemental to information presented in accordance with GAAP and is not intended to represent a presentation in accordance with GAAP. In discussing our historical and expected future results and financial condition, we believe it is meaningful for investors to be made aware of and to be assisted in a better understanding of, on a period-to-period comparative basis, financial amounts both including and excluding these identified items, as well as the impact of exchange rate fluctuations on operating results and financial condition. We believe such additional non-GAAP information provides investors with an overall perspective of the period-to-period performance of our core business. In addition, management internally reviews each of these non-GAAP measures to evaluate performance on a comparative period-to-period basis in terms of absolute performance, trends and expected future performance with respect to our core continuing business. A material limitation of these non-GAAP measures is that such measures do not reflect actual GAAP amounts, restructuring charges, employee separation costs and the patent litigation settlement include actual cash outlays; and we compensate for such limitations by presenting the accompanying reconciliation to the most directly comparable GAAP measure. These non-GAAP measures may not be comparable to similarly titled measures used by other companies.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits | |
99.1 Press Release of International Flavors & Fragrances Inc., dated May 8, 2012. |
SIGNATURE
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 hereunto duly authorized.
INTERNATIONAL FLAVORS & FRAGRANCES INC. |
||
Dated: |
May 8, 2012 |
/s/ Kevin C. Berryman |
Name: Kevin C. Berryman |
||
|
||
Title: Executive Vice President and Chief |
||
Financial Officer |
Exhibit Index
Number |
Description |
99.1 |
Press Release of International Flavors & Fragrances Inc., dated May 8, 2012 |
Exhibit 99.1
IFF Reports First Quarter 2012 Results
Local Currency Sales Up 1%, Sales Decreased 1%
Adjusted Operating Profit Fell 8%, Reported Operating Profit Declined 9%
Adjusted EPS Down 3%, Reported EPS Decreased 4%
NEW YORK--(BUSINESS WIRE)--May 8, 2012--International Flavors & Fragrances Inc. (NYSE: IFF), a leading global creator of flavors and fragrances for consumer products, today reported first quarter 2012 revenue of $711 million, one percent lower than the prior year period. Excluding the impact of foreign currency, revenue in local currency increased one percent. Reported diluted earnings per share (EPS) for the quarter were $0.99 compared to $1.03 in the first quarter 2011. Excluding an expense of $0.01 per share in the first quarter 2012 related to the previously-announced restructuring initiative, adjusted EPS declined three percent to $1.00 versus $1.03 in the prior year quarter.
“IFF continued to execute its strategy and generated results broadly in line with our expectation,” said IFF Chairman and Chief Executive Officer Doug Tough. “The diversity and strength of our category and geographic portfolios, combined with our cost discipline, helped ease the impact of rising raw material costs, softness in Fragrance Ingredients, and a challenging macroeconomic environment. Going forward, we expect our business trends will improve over the course of the year as we continue to capitalize on our strong emerging market presence, healthy research and development pipeline, and profit improvement initiatives.”
FIRST QUARTER 2012
Flavors Business Unit
Sales increased three percent over the prior year period while local currency sales grew five percent. On a like-for-like basis, which excludes a one percentage point impact associated with the exit of low-margin business, local currency sales increased six percent. Overall growth can once again be attributed to a double-digit performance in the emerging markets led by Africa, Asia and the Middle East. In the developed markets of North America and Western Europe, more modest growth continued to be driven by health and wellness initiatives.
Operating profit increased one percent, or $1 million, to $80 million as volume growth, higher pricing and cost discipline primarily drove results. Operating profit margin decreased 50 bps versus the prior year period to 22.8 percent due to higher raw material costs.
Fragrances Business Unit
Sales decreased four percent over the prior year period while local currency sales declined three percent. Fine Fragrance & Beauty Care sales showed significant improvements versus the fourth quarter 2011 driven by positive trends in Fine Fragrance. In Functional Fragrance, strong new wins in Fabric Care continued to drive solid sales results. Despite a sequential improvement versus the fourth quarter 2011, Fragrance Ingredients remained under pressure as higher prices to protect margin continued to have a negative impact on volume.
Operating profit declined 18 percent, or $13 million, to $56 million as increases in raw material costs and volume declines more than offset higher prices and cost control initiatives. Operating profit margin fell 280 bps to 15.5 percent versus the year-ago period.
Sales Performance by Region and Category:
First Quarter 2012 vs. First Quarter 2011 | ||||||||||||||
Fine & |
Functional | Ingredients | Total Frag. | Flavors | Total | |||||||||
North America | Reported | 4% | 1% | -1% | 1% | 3% | 2% | |||||||
EAME ¹ | Reported | -9% | 3% | -17% | -7% | 0% | -4% | |||||||
Local Currency | -7% | 5% | -16% | -5% | 3% | -2% | ||||||||
Latin America | Reported | 4% | 6% | -10% | 3% | 3% | 3% | |||||||
Local Currency | 5% | 6% | -10% | 4% | 4% | 4% | ||||||||
Greater Asia | Reported | -4% | -9% | -25% | -10% | 7% | 0% | |||||||
Local Currency | -3% | -9% | -26% | -10% | 8% | 1% | ||||||||
Total | Reported | -3% | 0% | -12% | -4% | 3% | -1% | |||||||
Local Currency | -2% | 1% | -12% | -3% | 5% | 1% | ||||||||
¹ Europe, Africa and Middle East |
First Quarter 2012 Highlights
About IFF
International Flavors & Fragrances Inc. (NYSE: IFF) is a leading global creator of flavors and fragrances used in a wide variety of consumer products. Consumers experience these unique scents and tastes in fine fragrances and beauty care, detergents and household goods, as well as beverages, sweet goods and food products. The Company leverages its competitive advantages of consumer insight, research and development, creative expertise, and customer intimacy to provide customers with innovative and differentiated product offerings. A member of the S&P 500 Index, IFF has more than 5,600 employees working in 32 countries worldwide. For more information, please visit our website at www.iff.com.
Audio Webcast
An audio webcast to discuss the Company's first quarter 2012 financial results, and second quarter and full year 2012 outlook will be held today, May 8, 2012, at 10:00 a.m. ET. Interested parties can access the webcast and accompanying slide presentation on the Company's website at www.iff.com under the Investor Relations section. For those unable to listen to the live broadcast, a replay will be available on the Company's website approximately one hour after the event and will remain available on the IFF website for one year.
Cautionary Statement Under The Private Securities Litigation Reform Act of 1995
This press release includes “forward-looking statements” under the Federal Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s expectation regarding improving business trends in 2012 and the Company’s ability to capitalize on its strong emerging market presence, research and development pipeline, and profit improvement initiatives to capitalize on those trends. Accordingly, these forward-looking statements should be evaluated with consideration given to the many risks and uncertainties inherent in the Company’s business that could cause actual results and events to differ materially from those in the forward-looking statements. These forward-looking statements are qualified in their entirety by cautionary statements and risk factor disclosures contained in the Company’s Securities and Exchange Commission filings, including the Company’s Annual Report on Form 10-K filed with the Commission on February 28, 2012. The Company wishes to caution readers that certain important factors may have affected and could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. With respect to the Company’s expectations regarding these statements, such risk factors include, but are not limited to: (1) the economic climate for the Company’s industry and demand for the Company’s products; (2) the ability of the Company to successfully implement its recent restructuring initiative and achieve the estimated savings; (3) fluctuations in the price, quality and availability of raw materials; (4) decline in consumer confidence and spending; (5) changes in consumer preferences; (6) the Company’s ability to predict the short and long-term effects of global economic conditions; (7) movements in interest rates; (8) the Company’s ability to implement its business strategy, including the achievement of anticipated cost savings, profitability, realization of price increases and growth targets; (9) the Company’s ability to successfully develop new and competitive products and enter and expand its sales in new and other emerging markets; (10) the impact of currency fluctuations or devaluations in the Company’s principal foreign markets; (11) any adverse impact on the availability, effectiveness and cost of the Company’s hedging and risk management strategies; (12) uncertainties regarding the outcome of, or funding requirements, related to litigation or settlement of pending litigation, uncertain tax positions or other contingencies; (13) the impact of possible pension funding obligations and increased pension expense, particularly as a result of changes in asset returns or discount rates, on the Company’s cash flow and results of operations; (14) the effect of legal and regulatory proceedings, as well as restrictions imposed on the Company, its operations or its representatives by U.S. and foreign governments; (15) adverse changes in federal, state, local and foreign tax legislation or adverse results of tax audits, assessments, or disputes; (16) any business disruptions due to political instability, armed hostilities, incidents of terrorism, natural disasters or the responses to or repercussion from any of these or similar events or conditions; and (17) adverse changes due to accounting rules or regulations. New risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risks on the Company’s business. Accordingly, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
International Flavors & Fragrances Inc. Consolidated Income Statement (Amounts in thousands except per share data) (Unaudited) |
||||||||||
Three Months Ended | ||||||||||
March 31, | ||||||||||
2012 | 2011 |
% |
||||||||
Net sales | $ | 710,616 | $ | 714,271 | (1 | ) | ||||
Cost of goods sold | 425,217 | 416,811 | 2 | |||||||
Gross profit |
285,399 | 297,460 | (4 | ) | ||||||
Research and development | 57,408 | 57,456 | (0 | ) | ||||||
Selling and administrative | 105,416 | 106,619 | (1 | ) | ||||||
Restructuring and other charges, net | 1,668 | 28 | ||||||||
Interest expense | 10,811 | 11,680 | ||||||||
Other (income) expense, net | (246 | ) | 6,056 | |||||||
Income before taxes | 110,342 | 115,621 | (5 | ) | ||||||
Taxes on income |
29,286 | 31,578 | (7 | ) | ||||||
Net income | $ | 81,056 | $ | 84,043 | (4 | ) | ||||
Earnings per share - basic | $ | 1.00 | $ | 1.04 | ||||||
Earnings per share - diluted | $ | 0.99 | $ | 1.03 | ||||||
Average shares outstanding | ||||||||||
Basic | 80,777 | 80,049 | 1 | |||||||
Diluted | 81,667 | 81,150 | 1 |
International Flavors & Fragrances Inc. Condensed Consolidated Balance Sheet (Amounts in thousands) (Unaudited) |
||||||
March 31, | December 31, | |||||
2012 | 2011 | |||||
Cash & cash equivalents | $ | 76,526 | $ | 88,279 | ||
Receivables | 521,606 | 472,346 | ||||
Inventories | 555,017 | 544,439 | ||||
Other current assets | 192,216 | 212,156 | ||||
Total current assets | 1,345,365 | 1,317,220 | ||||
Property, plant and equipment, net | 611,441 | 608,065 | ||||
Goodwill and other intangibles, net | 706,827 | 708,345 | ||||
Other assets | 349,765 | 331,951 | ||||
Total assets | $ | 3,013,398 | $ | 2,965,581 | ||
Bank borrowings and overdrafts, and | ||||||
current portion of long-term debt | $ | 92,594 | $ | 116,688 | ||
Other current liabilities | 428,258 | 447,878 | ||||
Total current liabilities | 520,852 | 564,566 | ||||
Long-term debt | 777,953 | 778,248 | ||||
Other liabilities |
513,537 | 515,360 | ||||
Shareholders' equity | 1,201,056 | 1,107,407 | ||||
Total liabilities and shareholders' equity | $ | 3,013,398 | $ | 2,965,581 |
International Flavors & Fragrances Inc. Consolidated Statement of Cash Flows (Amounts in thousands) (Unaudited) |
||||||||||
Three Months Ended | ||||||||||
March 31, | ||||||||||
2012 | 2011 | |||||||||
Cash flows from operating activities: | ||||||||||
Net income | $ | 81,056 | $ | 84,043 | ||||||
Adjustments to reconcile to net cash provided by (used in ) operations: | ||||||||||
Depreciation and amortization | 19,039 | 17,962 | ||||||||
Deferred income taxes | (16,313 | ) | 17,915 | |||||||
Gain on disposal of assets | (806 | ) | (807 | ) | ||||||
Stock-based compensation | 2,990 | 4,817 | ||||||||
Changes in assets and liabilities | ||||||||||
Trade receivables | (41,220 | ) | (55,564 | ) | ||||||
Inventories | (801 | ) | (11,933 | ) | ||||||
Accounts payable | (22,286 | ) | (19,272 | ) | ||||||
Accruals for incentive compensation | (6,756 | ) | (55,597 | ) | ||||||
Other current payables and accrued expenses | 23,420 | (18,234 | ) | |||||||
Changes in other assets/liabilities | 14,313 | 1,726 | ||||||||
Net cash provided by (used in) operating activities | 52,636 | (34,944 | ) | |||||||
Cash flows from investing activities: | ||||||||||
Additions to property, plant and equipment | (28,758 | ) | (19,375 | ) | ||||||
Purchase of insurance contracts | (636 | ) | (217 | ) | ||||||
Maturities of net investment hedges | 1,960 | - | ||||||||
Proceeds from disposal of assets | 68 | 144 | ||||||||
Net cash used in investing activities | (27,366 | ) | (19,448 | ) | ||||||
Cash flows from financing activities: | ||||||||||
Cash dividends paid to shareholders | (25,086 | ) | (21,657 | ) | ||||||
Net change in revolving credit facility borrowings and overdrafts | (16,194 | ) | 51,572 | |||||||
Proceeds from issuance of stock under stock plans | 1,104 | 3,479 | ||||||||
Excess tax benefits on stock-based payments | 1,312 | 816 | ||||||||
Net cash (used in) provided by financing activities | (38,864 | ) | 34,210 | |||||||
Effect of exchange rates changes on cash and cash equivalents | 1,841 | 820 | ||||||||
Net change in cash and cash equivalents | (11,753 | ) | (19,362 | ) | ||||||
Cash and cash equivalents at beginning of year | 88,279 | 131,332 | ||||||||
Cash and cash equivalents at end of period | $ | 76,526 |
$ |
111,970 |
||||||
International Flavors & Fragrances Inc. Business Unit Performance (Amounts in thousands) (Unaudited) |
||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2012 | 2011 | |||||||
Net Sales | ||||||||
Flavors | $ | 349,887 | $ | 338,587 | ||||
Fragrances | 360,729 | 375,684 | ||||||
Consolidated | 710,616 | 714,271 | ||||||
Segment Profit | ||||||||
Flavors | 79,680 | 78,954 | ||||||
Fragrances | 56,081 | 68,704 | ||||||
Global Expenses | (13,186 | ) | (14,273 | ) | ||||
Restructuring and other charges, net | (1,668 | ) | (28 | ) | ||||
Operating profit | 120,907 | 133,357 | ||||||
Interest Expense | (10,811 | ) | (11,680 | ) | ||||
Other income (expense), net | 246 | (6,056 | ) | |||||
Income before taxes | $ | 110,342 | $ | 115,621 | ||||
Operating Margin | ||||||||
Flavors | 22.8 | % | 23.3 | % | ||||
Fragrances | 15.5 | % | 18.3 | % | ||||
Consolidated | 17.0 | % | 18.7 | % |
International Flavors & Fragrances Inc. |
Reconciliation of Income |
(Amounts in thousands) |
(Unaudited) |
The following information and schedules provide reconciliation information between reported GAAP amounts and certain adjusted amounts. This information and schedules is not intended as, and should not be viewed as, a substitute for reported GAAP amounts or financial statements of the Company prepared and presented in accordance with GAAP. |
First Quarter 2012 | ||||||||||||
Items Impacting Comparability | ||||||||||||
Reported |
Restructuring & |
Adjusted |
||||||||||
Net Sales | $ | 710,616 | - | |||||||||
Cost of goods sold | 425,217 | - | ||||||||||
Gross Profit | 285,399 | - | ||||||||||
Research and development | 57,408 | - | ||||||||||
Selling and administrative | 105,416 | - | ||||||||||
RSA Expense | 162,824 | - | ||||||||||
Restructuring and other charges, net | 1,668 | (1,668 |
)1 |
|
- | |||||||
Operating Profit | 120,907 | 1,668 | 122,575 | |||||||||
Interest expense | 10,811 | - | ||||||||||
Other (income) expense, net | (246 | ) | - | |||||||||
Income before taxes | 110,342 | 1,668 | 112,010 | |||||||||
Taxes on income | 29,286 | (621 | ) | 29,907 | ||||||||
Net income | 81,056 | 1,047 | 82,103 | |||||||||
Earnings per share - diluted | $ | 0.99 | $ | 0.01 | $ | 1.00 | ||||||
1 Related to restructuring program announced in Q1 2012 | ||||||||||||
First Quarter 2011 | ||||||||||||
Items Impacting Comparability | ||||||||||||
Reported |
Restructuring & |
Adjusted |
||||||||||
Net Sales | $ | 714,271 | - | |||||||||
Cost of goods sold | 416,811 | - | ||||||||||
Gross Profit | 297,460 | - | ||||||||||
Research and development | 57,456 | - | ||||||||||
Selling and administrative | 106,619 | - | ||||||||||
RSA Expense | 164,075 | - | ||||||||||
Restructuring and other charges, net | 28 | (28 |
)1 |
|
- | |||||||
Operating Profit | 133,357 | 28 | 133,385 | |||||||||
Interest expense | 11,680 | - | ||||||||||
Other (income) expense, net | 6,056 | - | ||||||||||
Income before taxes | 115,621 | 28 | 115,649 | |||||||||
Taxes on Income | 31,578 | 5 | 31,573 | |||||||||
Net income | 84,043 | 33 | 84,076 | |||||||||
Earnings per share - diluted | $ | 1.03 | $ | 0.00 | $ | 1.03 | ||||||
1 Related to restructuring program announced in Q3 2009 |
CONTACT:
International Flavors & Fragrances Inc.
Investor
Relations:
Michael DeVeau, 212-708-7164