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 6, 2014 |
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 6, 2014 reporting IFF's financial results for the quarter ended March 31, 2014.
An audio webcast to discuss the Company's first quarter 2014 financial results and full year 2014 outlook will be held today, May 6, 2014, at 10:00 a.m. EST. 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: In the attached press release and the referenced audio webcast, the Company uses the following non-GAAP financial operating measures: (i) adjusted earnings per share, (ii) adjusted gross margin, (iii) adjusted operating profit, (iv) adjusted operating profit margin, (v) local currency sales, and (vi) adjusted effective tax rate. 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 the Company’s historical and expected future results and financial condition, the Company believes it is meaningful for investors to be made aware of and to be assisted in a better understanding of, on a period-to-period comparable basis, financial amounts both including and excluding these identified items, as well as the impact of exchange rate fluctuations. The Company believes such additional non-GAAP information provides investors with an overall perspective of the period-to-period performance of our 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 business. A material limitation of these non-GAAP measures is that such measures do not reflect actual GAAP amounts. The Company compensates for such limitations by presenting the reconciliations contained in the attached press release 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 6, 2014.
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 6, 2014 |
/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 6, 2014. |
Exhibit 99.1
IFF Reports First Quarter 2014 Local Currency Sales Growth of 7% and Adjusted EPS Increase of 11% to $1.32 per diluted Share
Local Currency Sales Growth Includes 1% of Growth from Aromor Acquisition
NEW YORK--(BUSINESS WIRE)--May 6, 2014--International Flavors & Fragrances Inc. (NYSE:IFF), a leading global creator of flavors and fragrances for consumer products, today reported financial results for the first quarter ended March 31, 2014.
First Quarter 2014 Results
Please see the information and schedules at the end of this release for reconciliations of GAAP to non-GAAP financial metrics.
Management Commentary
Doug Tough, Chairman and CEO of IFF, said “We are pleased with our strong operating results in the first quarter. Our 7% local currency sales growth reflects balanced growth between our Flavors and Fragrances businesses and includes a percentage point of growth from our Aromor acquisition completed in January. We delivered solid emerging and developed market local currency sales growth of 7% and 5%, respectively, indicating the strength and diversity of our portfolio supported by a high level of technology-driven wins in attractive end-use categories.
“Our 7% local currency sales growth resulted in a 14% adjusted operating profit improvement and an 11% increase in adjusted EPS, as a result of our strong operating performance. These year-over-year gains reflect the diligent and collaborative efforts of our people to leverage our consumer insights, R&D and creative capabilities to provide outstanding results to our customers and shareholders.”
Mr. Tough continued, “This quarter we completed the acquisition of Aromor, and we are pleased to welcome their talented teams to our organization and excited about the opportunities that lie ahead. Our R&D, commercial and financial teams are working closely with Aromor to ensure a smooth integration, which is proceeding on plan and contributing to our improved results this quarter. We expect the addition of their specialty ingredients to our portfolio to enhance our creative processes and result in higher win rates. Their expertise in R&D is a real benefit to the entire organization and our joint programs will lead to a stronger IFF.”
“Given our robust performance in the first quarter of 2014, our outlook for the full year remains unchanged,” concluded Mr. Tough. “We expect to achieve 5-7% top line growth, which includes a percentage point of growth from Aromor, and expect to deliver double-digit growth in adjusted operating profit and adjusted EPS. We remain highly focused on leveraging our geographic reach, strengthening our innovation platform and maximizing our portfolio to better serve our customers with high performance products and drive profitable growth for our shareholders. At the same time, we are making important strategic investments in technology, research and talent development that will support our people in serving our customers and open new avenues of growth for our Company.”
First Quarter 2014 Operating Highlights
Fragrances Business Unit
Flavors Business Unit
Audio Webcast
A live webcast to discuss the Company's first quarter financial results and full year outlook will be held today, May 6, 2014, at 10:00 a.m. EDT. Investors may 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 recorded version of the webcast will be made available on the Company's website approximately one hour after the event and will remain available on IFF’s website for one year.
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 6,000 employees working in 31 countries worldwide. For more information, please visit our website at www.iff.com.
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 (i) our outlook for 2014 and benefit from our strategic investments; and (ii) funding of investments in R&D, technologies and talent development. 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 25, 2014. 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 factors include, but are not limited to: (1) volatility and increases in the price of raw materials, energy and transportation; (2) the economic climate for the Company’s industry and demand for the Company’s products; (3) fluctuations in the quality and availability of raw materials; (4) changes in consumer preferences or a decline in consumer confidence and spending; (5) the Company’s ability to benefit from its investments in emerging markets; (6) the Company’s ability to implement its business strategy, including the achievement of anticipated cost savings, profitability, realization of price increases and growth targets; (7) the Company’s ability to successfully develop new and competitive products that appeal to its customers and consumers; (8) the impact of currency fluctuations or devaluations in the Company’s principal foreign markets; (9) the effects of any unanticipated costs and construction delays in the expansion of the Company’s facilities; (10) 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; (11) adverse changes in federal, state, local and foreign tax legislation or adverse results of tax audits, assessments, or disputes; (12) the direct and indirect costs and other financial impact that may result from 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; (13) the Company’s ability to attract and retain talented employees; (14) adverse changes due to accounting rules or regulations; and (15) the ability of the Company to successfully integrate Aromor and realize the anticipated benefits of the Aromor acquisition on a timely basis, or at all. 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 diluted share data) (Unaudited) |
|||||||||||
Three Months Ended March 31, | |||||||||||
2014 | 2013 | % Change | |||||||||
Net sales | $ | 770,224 | $ | 727,836 | 6 | % | |||||
Cost of goods sold | 428,812 | 416,476 | 3 | % | |||||||
Gross margin | 341,412 | 311,360 | 10 | % | |||||||
Research and development | 61,504 | 59,101 | 4 | % | |||||||
Selling and administrative | 123,733 | 114,653 | 8 | % | |||||||
Restructuring and other charges | 122 | — | |||||||||
Interest expense | 11,677 | 11,152 | |||||||||
Other expense (income), net | 1,443 | (1,069 | ) | ||||||||
Pretax income | 142,933 | 127,523 | 12 | % | |||||||
Income taxes | 36,226 | 36,826 | (2 | )% | |||||||
Net income | $ | 106,707 | $ | 90,697 | 18 | % | |||||
Earnings per share - basic | $ | 1.31 | $ | 1.11 | |||||||
Earnings per share - diluted | $ | 1.30 | $ | 1.10 | |||||||
Average shares outstanding | |||||||||||
Basic | 81,053 | 81,291 | |||||||||
Diluted | 81,732 | 82,024 | |||||||||
International Flavors & Fragrances Inc. Condensed Consolidated Balance Sheet (Amounts in thousands) (Unaudited) |
|||||||
March 31, | December 31, | ||||||
2014 | 2013 | ||||||
Cash & cash equivalents | $ | 268,584 | $ | 405,505 | |||
Receivables | 574,678 | 524,493 | |||||
Inventories | 552,116 | 533,806 | |||||
Other current assets | 174,473 | 189,099 | |||||
Total current assets | 1,569,851 | 1,652,903 | |||||
Property, plant and equipment, net | 696,234 | 687,215 | |||||
Goodwill and other intangibles, net | 759,316 | 696,197 | |||||
Other assets | 295,952 | 295,416 | |||||
Total assets | $ | 3,321,353 | $ | 3,331,731 | |||
Bank borrowings and overdrafts, and | |||||||
current portion of long-term debt | $ | 2,291 | $ | 149 | |||
Other current liabilities | 482,250 | 560,217 | |||||
Total current liabilities | 484,541 | 560,366 | |||||
Long-term debt | 931,635 | 932,665 | |||||
Non-current liabilities | 384,239 | 371,649 | |||||
Shareholders' equity | 1,520,938 | 1,467,051 | |||||
Total liabilities and shareholders' equity | $ | 3,321,353 | $ | 3,331,731 | |||
International Flavors & Fragrances Inc. Consolidated Statement of Cash Flows (Amounts in thousands) (Unaudited) |
||||||||||
Three Months Ended March 31, | ||||||||||
2014 | 2013 | |||||||||
Cash flows from operating activities: | ||||||||||
Net income | $ | 106,707 | $ | 90,697 | ||||||
Adjustments to reconcile to net cash provided by operations: | ||||||||||
Depreciation and amortization | 22,830 | 19,405 | ||||||||
Deferred income taxes | 8,246 | 12,232 | ||||||||
Gain on disposal of assets | (811 | ) | (1,085 | ) | ||||||
Stock-based compensation | 4,695 | 4,523 | ||||||||
Changes in assets and liabilities, net of Aromor acquisition: | ||||||||||
Current receivables | (41,569 | ) | (34,448 | ) | ||||||
Inventories | (591 | ) | 18,208 | |||||||
Accounts payable | (11,989 | ) | (29,339 | ) | ||||||
Accruals for incentive compensation | (62,282 | ) | (43,178 | ) | ||||||
Other current payables and accrued expenses | 1,096 | (6,766 | ) | |||||||
Changes in other assets/liabilities | 8,661 | (11,530 | ) | |||||||
Net cash provided by operating activities | 34,993 | 18,719 | ||||||||
Cash flows from investing activities: | ||||||||||
Cash paid for acquisition, net of cash received (including $15 million of contingent consideration) | (102,400 | ) | — | |||||||
Additions to property, plant and equipment | (33,836 | ) | (29,861 | ) | ||||||
Proceeds from termination of life insurance contracts | 12,308 | 793 | ||||||||
Maturity of net investment hedges | (472 | ) | 530 | |||||||
Proceeds from disposal of assets | 2,042 | 204 | ||||||||
Net cash used in investing activities | (122,358 | ) | (28,334 | ) | ||||||
Cash flows from financing activities: | ||||||||||
Cash dividends paid to shareholders | (31,743 | ) | — | |||||||
Net change in revolving credit facility borrowings and overdrafts | 1,309 | (352 | ) | |||||||
Proceeds from issuance of stock under stock plans | 913 | 1,970 | ||||||||
Excess tax benefits on stock-based payments | 315 | 744 | ||||||||
Purchase of treasury stock | (20,122 | ) | (14,242 | ) | ||||||
Net cash used in financing activities | (49,328 | ) | (11,880 | ) | ||||||
Effect of exchange rates changes on cash and cash equivalents | (228 | ) | (2,881 | ) | ||||||
Net change in cash and cash equivalents | (136,921 | ) | (24,376 | ) | ||||||
Cash and cash equivalents at beginning of year | 405,505 | 324,422 | ||||||||
Cash and cash equivalents at end of period | $ | 268,584 | $ | 300,046 | ||||||
International Flavors & Fragrances Inc. Business Unit Performance (Amounts in thousands) (Unaudited) |
|||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Net Sales | |||||||||
Flavors | $ | 366,505 | $ | 356,361 | |||||
Fragrances | 403,719 | 371,475 | |||||||
Consolidated | 770,224 | 727,836 | |||||||
Segment Profit | |||||||||
Flavors | 88,063 | 83,039 | |||||||
Fragrances | 87,166 | 68,354 | |||||||
Global Expenses | (16,435 | ) | (12,589 | ) | |||||
Restructuring and other charges, net | (122 | ) | — | ||||||
Operational improvement initiative costs | (2,619 | ) | (1,198 | ) | |||||
Operating profit | 156,053 | 137,606 | |||||||
Interest Expense | (11,677 | ) | (11,152 | ) | |||||
Other income (expense), net | (1,443 | ) | 1,069 | ||||||
Income before taxes | $ | 142,933 | $ | 127,523 | |||||
Operating Margin | |||||||||
Flavors | 24.0 | % | 23.3 | % | |||||
Fragrances | 21.6 | % | 18.4 | % | |||||
Consolidated | 20.3 | % | 18.9 | % | |||||
International Flavors & Fragrances Inc. Sales Performance by Region and Category (Unaudited) |
||||||||||||||||||||
First Quarter 2014 vs. 2013 | ||||||||||||||||||||
Percentage Change in Sales by Region of Destination | ||||||||||||||||||||
Fine Fragrances | Consumer Fragrances (*) | Fragrance Ingredients | Total Fragrances | Total Flavors | Total Consolidated | |||||||||||||||
North America | Reported | 29 | % | 6 | % | -1 | % | 8 | % | -4 | % | 2 | % | |||||||
EAME | Reported | 22 | % | 0 | % | 46 | % | 15 | % | 5 | % | 10 | % | |||||||
Local Currency | 19 | % | -2 | % | 43 | % | 12 | % | 4 | % | 9 | % | ||||||||
Latin America | Reported | -19 | % | -1 | % | -6 | % | -6 | % | 19 | % | 1 | % | |||||||
Local Currency | -16 | % | 0 | % | -6 | % | -5 | % | 23 | % | 3 | % | ||||||||
Greater Asia | Reported | -4 | % | 12 | % | 37 | % | 14 | % | 2 | % | 6 | % | |||||||
Local Currency | -4 | % | 13 | % | 43 | % | 16 | % | 8 | % | 11 | % | ||||||||
Total | Reported | 11 | % | 4 | % | 22 | % | 9 | % | 3 | % | 6 | % | |||||||
Local Currency | 10 | % | 4 | % | 22 | % | 8 | % | 5 | % | 7 | % | ||||||||
* Consumer Fragrances consists of five end-use categories: Fabric Care, Home Care, Personal Wash, Hair Care and Toiletries. |
Note: Local currency sales growth is calculated by translating prior year sales at the exchange rates used for the corresponding 2014 period.
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 are 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 2014 | ||||||||||||||||
Items Impacting Comparability | ||||||||||||||||
Reported (GAAP) | Restructuring and Other Charges | Operational Improvement Initiative Costs | Adjusted (Non-GAAP) | |||||||||||||
Net Sales | 770,224 | |||||||||||||||
Cost of Goods Sold | 428,812 | (2,250 | ) | (a) | (369 | ) | (b) | |||||||||
Gross Profit | 341,412 | 2,250 | 369 | 344,031 | ||||||||||||
Research and Development | 61,504 | |||||||||||||||
Selling and Administrative | 123,733 | |||||||||||||||
RSA Expense | 185,237 | |||||||||||||||
Restructuring and other charges, net | 122 | (122 | ) | |||||||||||||
Operating Profit | 156,053 | 2,372 | 369 | 158,794 | ||||||||||||
Interest Expense | 11,677 | |||||||||||||||
Other (Income) expense, net | 1,443 | |||||||||||||||
Income before taxes | 142,933 | 2,372 | 369 | |||||||||||||
Taxes on Income | 36,226 | 831 | 90 | 37,147 | ||||||||||||
Net Income | 106,707 | 1,541 | 279 | 108,527 | ||||||||||||
Earnings per share - diluted | $ 1.30 | $ 0.02 | $ 0.00 | $ 1.32 | ||||||||||||
(a) |
Costs related to the Fragrance Ingredients Rationalization. |
|||||||||||||||
(b) |
Related to plant closing in Europe and several locations in Asia. |
|||||||||||||||
First Quarter 2013 | ||||||||||||||||
Items Impacting Comparability | ||||||||||||||||
Reported (GAAP) | Operational Improvement Initiative Costs | Spanish Tax Charge | Adjusted (Non-GAAP) | |||||||||||||
Net Sales | 727,836 | |||||||||||||||
Cost of Goods Sold | 416,476 | (1,198 | ) | 415,278 | ||||||||||||
Gross Profit | 311,360 | 1,198 | (a) | 312,558 | ||||||||||||
Research and Development | 59,101 | 59,101 | ||||||||||||||
Selling and Administrative | 114,653 | |||||||||||||||
RSA Expense | 173,754 | |||||||||||||||
Restructuring and other charges, net | — | |||||||||||||||
Operating Profit | 137,606 | 1,198 | 138,804 | |||||||||||||
Interest Expense | 11,152 | |||||||||||||||
Other (Income) expense, net | (1,069 | ) | ||||||||||||||
Income before taxes | 127,523 | 1,198 | 128,721 | |||||||||||||
Taxes on Income | 36,826 | 279 | (6,230 | ) | (b) | 30,875 | ||||||||||
Net Income | 90,697 | 919 | 6,230 | 97,846 | ||||||||||||
Earnings per share - diluted | $ 1.10 | $ 0.01 | $ 0.08 | $ 1.19 | ||||||||||||
(a) | Related to plant closings in Europe and Asia. | |||||||||||||||
(b) | Spanish tax charge related to the 2002-2003 ruling. |
CONTACT:
International Flavors & Fragrances Inc.
Investor
Relations:
Shelley Young, 212-708-7271
Director, Investor Relations