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 12, 2015 |
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 12, 2015 reporting IFF's financial results for the quarter ended March 31, 2015.
An audio webcast to discuss the Company's first quarter 2015 financial results and full year 2015 outlook will be held today, May 12, 2015, 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 operating profit, (iii) currency neutral adjusted operating profit, (iv) adjusted operating profit margin, (v) currency neutral sales, (vi) adjusted research, selling and administrative (RSA) expenses, (vii) adjusted effective tax rate and (viii) adjusted gross profit margin. 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 12, 2015
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 12, 2015 |
/s/ Richard A. O’Leary |
Name: Richard A. O’Leary |
||
|
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Title: Interim Chief Financial Officer, Vice President and Controller |
Exhibit Index
Number |
Description |
99.1 |
Press Release of International Flavors & Fragrances Inc. dated May 12, 2015 |
Exhibit 99.1
IFF Reports Strong First Quarter 2015 Results
Currency Neutral Sales Grew 6%; Currency Neutral Adjusted EPS Increased 13%
NEW YORK--(BUSINESS WIRE)--May 12, 2015--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, 2015.
First Quarter 2015 Results
Schedules at the end of this release contain reconciliations of reported GAAP to non-GAAP financial metrics.
Beginning this quarter, we refer to “currency neutral,” instead of “local currency.” The change is solely a change in terminology and the underlying calculation of the measure remains the same.
Management Commentary
“We are pleased with our performance in the first quarter.” said IFF Chairman and CEO Andreas Fibig. “Financially, we delivered mid-single-digit sales growth, and double-digit increases in both adjusted operating profit and adjusted EPS, all on a currency neutral basis. At the same time, we continued to invest in the business to support our goal of Winning Where We Compete by bolstering our Flavors business with the acquisition of Ottens, the opening of a new sales and creative facility near Chicago, and the expansion of our creative center in South Africa.”
First Quarter 2015 Segment Results
Fragrances Business Unit
Flavors Business Unit
Management Commentary
Mr. Fibig continued, “Looking to the balance of year, we continue to believe we can deliver attractive returns to our shareholders. On a currency neutral basis, we expect all of our key financial metrics to be in line with our long-term targets in 2015. Yet, if global currencies remain where they are today throughout the rest of the year, we expect adjusted operating profit and adjusted EPS to grow low to mid-single-digits.”
Audio Webcast
A live webcast to discuss the Company's first quarter 2015 financial results will be held today, May 12, 2015, at 10:00 a.m. EST. 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 6,200 employees working in 32 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 our outlook for the second quarter and full year 2015, and our ability to generate shareholder returns and sustain our long-term growth performance. 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 March 2, 2015. 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 and political risks associated with the Company’s international operations; (3) the Company’s ability to benefit from its investments and expansion in emerging markets; (4) fluctuations in the quality and availability of raw materials; (5) changes in consumer preferences and demand for the Company’s products or a decline in consumer confidence and spending; (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 a disruption in the Company’s supply chain or its relationship with its suppliers; (9) the impact of currency fluctuations or devaluations in the Company’s principal foreign markets; (10) any adverse impact on the availability, effectiveness and cost of the Company’s hedging and risk management strategies; (11) the effects of any unanticipated costs and construction or start-up delays in the expansion of the Company’s facilities; (12) the Company’s ability to successfully execute acquisitions, collaborations and joint ventures; (13) 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; (14) adverse changes in federal, state, local and foreign tax legislation or adverse results of tax audits, assessments, or disputes; and (15) changes in market conditions or governmental regulations relating to our pension and postretirement obligations. 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 revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
International Flavors & Fragrances Inc. |
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Consolidated Income Statement |
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(Amounts in thousands except per diluted share data) |
||||||||||||
(Unaudited) |
||||||||||||
Three Months Ended March 31, | ||||||||||||
2015 | 2014 | % Change | ||||||||||
Net sales | $ | 774,907 | $ | 770,224 | 1 | % | ||||||
Cost of goods sold | 428,630 | 428,812 | (0 | )% | ||||||||
Gross profit | 346,277 | 341,412 | 1 | % | ||||||||
Research and development | 63,462 | 61,504 | 3 | % | ||||||||
Selling and administrative | 120,835 | 123,733 | (2 | )% | ||||||||
Restructuring and other charges | 187 | 122 | ||||||||||
Operating Profit | 161,793 | 156,053 | ||||||||||
Interest expense | 11,095 | 11,677 | ||||||||||
Other (income) expense, net |
(5,710 | ) | 1,443 | |||||||||
Pretax income | 156,408 | 142,933 | 9 | % | ||||||||
Income taxes | 28,150 | 36,226 | (22 | )% | ||||||||
Net income | $ | 128,258 | $ | 106,707 | 20 | % | ||||||
Earnings per share - basic | $ | 1.58 | $ | 1.31 | ||||||||
Earnings per share - diluted | $ | 1.57 | $ | 1.30 | ||||||||
Average shares outstanding | ||||||||||||
Basic | 80,654 | 81,053 | ||||||||||
Diluted | 81,195 | 81,732 | ||||||||||
International Flavors & Fragrances Inc. |
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Condensed Consolidated Balance Sheet |
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(Amounts in thousands) |
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(Unaudited) |
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March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Cash & cash equivalents | $ | 443,689 | $ | 478,573 | ||||
Receivables | 525,260 | 493,768 | ||||||
Inventories | 536,465 | 568,729 | ||||||
Other current assets | 249,696 | 168,957 | ||||||
Total current assets | 1,755,110 | 1,710,027 | ||||||
Property, plant and equipment, net | 692,008 | 720,268 | ||||||
Goodwill and other intangibles, net | 750,201 | 752,041 | ||||||
Other assets | 309,853 | 312,285 | ||||||
Total assets | $ | 3,507,172 | $ | 3,494,621 | ||||
Bank borrowings and overdrafts, and | ||||||||
current portion of long-term debt | $ | 8,379 | $ | 8,090 | ||||
Other current liabilities | 478,941 | 510,718 | ||||||
Total current liabilities | 487,320 | 518,808 | ||||||
Long-term debt | 935,170 | 934,232 | ||||||
Non-current liabilities | 512,585 | 518,892 | ||||||
Shareholders' equity | 1,572,097 | 1,522,689 | ||||||
Total liabilities and shareholders' equity | $ | 3,507,172 | $ | 3,494,621 | ||||
International Flavors & Fragrances Inc. |
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Consolidated Statement of Cash Flows |
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(Amounts in thousands) |
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(Unaudited) |
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Three Months Ended March 31, | |||||||||||
2015 | 2014 | ||||||||||
Cash flows from operating activities: | |||||||||||
Net income | $ | 128,258 | $ | 106,707 | |||||||
Adjustments to reconcile to net cash provided by operations: | |||||||||||
Depreciation and amortization | 19,985 | 22,830 | |||||||||
Deferred income taxes | 13,932 | 8,246 | |||||||||
(Gain) loss on disposal of assets | 34 | (811 | ) | ||||||||
Stock-based compensation | 5,387 | 4,695 | |||||||||
Pension contributions | (54,048 | ) | (5,316 | ) | |||||||
Changes in assets and liabilities, net of Aromor acquisition: | |||||||||||
Current receivables | (62,891 | ) | (41,569 | ) | |||||||
Inventories | 13,172 | (591 | ) | ||||||||
Accounts payable | (3,061 | ) | (11,989 | ) | |||||||
Accruals for incentive compensation | (27,675 | ) | (62,282 | ) | |||||||
Other current payables and accrued expenses | 20,264 | 1,096 | |||||||||
Changes in other assets/liabilities | (21,881 | ) | 13,977 | ||||||||
Net cash provided by operating activities | 31,476 | 34,993 | |||||||||
Cash flows from investing activities: | |||||||||||
Cash paid for acquisition, net of cash received |
— | (102,400 | ) | ||||||||
Additions to property, plant and equipment | (19,381 | ) | (33,836 | ) | |||||||
Proceeds from life insurance contracts | — | 12,308 | |||||||||
Maturity of net investment hedges | — | (472 | ) | ||||||||
Proceeds from disposal of assets | 1,450 | 2,042 | |||||||||
Net cash used in investing activities | (17,931 | ) | (122,358 | ) | |||||||
Cash flows from financing activities: | |||||||||||
Cash dividends paid to shareholders | (37,971 | ) | (31,743 | ) | |||||||
Net change in revolving credit facility borrowings and overdrafts | 265 | 1,309 | |||||||||
Proceeds from issuance of stock under stock plans | 227 | 913 | |||||||||
Excess tax benefits on stock-based payments | 8,597 | 315 | |||||||||
Purchase of treasury stock | (10,660 | ) | (20,122 | ) | |||||||
Net cash used in financing activities | (39,542 | ) | (49,328 | ) | |||||||
Effect of exchange rates changes on cash and cash equivalents | (8,887 | ) | (228 | ) | |||||||
Net change in cash and cash equivalents | (34,884 | ) | (136,921 | ) | |||||||
Cash and cash equivalents at beginning of year | 478,573 | 405,505 | |||||||||
Cash and cash equivalents at end of period | $ | 443,689 | $ | 268,584 | |||||||
International Flavors & Fragrances Inc. |
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Business Unit Performance |
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(Amounts in thousands) |
||||||||||
(Unaudited) |
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Three Months Ended March 31, | ||||||||||
2015 | 2014 | |||||||||
Net Sales | ||||||||||
Flavors | $ | 377,108 | $ | 366,505 | ||||||
Fragrances | 397,799 | 403,719 | ||||||||
Consolidated | 774,907 | 770,224 | ||||||||
Segment Profit | ||||||||||
Flavors | 92,727 | 88,063 | ||||||||
Fragrances | 81,598 | 87,166 | ||||||||
Global Expenses | (11,564 | ) | (16,435 | ) | ||||||
Restructuring and other charges, net | (187 | ) | (122 | ) | ||||||
Acquisition and related costs | (500 | ) | — | |||||||
Operational improvement initiative costs | (281 | ) | (2,619 | ) | ||||||
Operating profit | 161,793 | 156,053 | ||||||||
Interest Expense | (11,095 | ) | (11,677 | ) | ||||||
Other income, net | 5,710 | (1,443 | ) | |||||||
Income before taxes | $ | 156,408 | $ | 142,933 | ||||||
Operating Margin | ||||||||||
Flavors | 24.6 | % | 24.0 | % | ||||||
Fragrances | 20.5 | % | 21.6 | % | ||||||
Consolidated | 20.9 | % | 20.3 | % | ||||||
International Flavors & Fragrances Inc. |
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Sales Performance by Region and Category |
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(Unaudited) |
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First Quarter 2015 vs. 2014 | |||||||||||||||||
Percentage Change in Sales by Region of Destination | |||||||||||||||||
Fine |
Consumer |
Ingredients | Total Frag. | Flavors | Total | ||||||||||||
North America | Reported | -14% | 5% | -20% | -6% | 10% | 2% | ||||||||||
EAME | Reported | -13% | -1% | -8% | -7% | -4% | -6% | ||||||||||
Currency Neutral | -1% | 13% | 0% | 6% | 9% | 7% | |||||||||||
Latin America | Reported | -1% | 13% | 1% | 9% | 15% | 11% | ||||||||||
Currency Neutral | 2% | 16% | -4% | 11% | 21% | 14% | |||||||||||
Greater Asia | Reported | 36% | 2% | 8% | 3% | 0% | 2% | ||||||||||
Currency Neutral | 38% | 3% | 17% | 6% | 4% | 5% | |||||||||||
Total | Reported | -10% | 4% | -8% | -1% | 3% | 1% | ||||||||||
Currency Neutral | -2% | 9% | -2% | 5% | 9% | 6% | |||||||||||
Note: Beginning this quarter, we refer to “currency neutral,” instead of “local currency.” The change is solely a change in terminology and the underlying calculation of the measure remains the same.
Currency neutral sales growth is calculated by translating prior year sales at the exchange rates used for the corresponding 2015 period.
International Flavors & Fragrances Inc. |
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GAAP to Non-GAAP Reconciliation |
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Foreign Exchange Impact |
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(Unaudited) |
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Sales |
Operating |
EPS | ||||||
% Change - Reported (GAAP) | 1% | 4% | 21% | |||||
Items Impacting Comparability | 0% | -2% | -11% | |||||
% Change - Adjusted (Non-GAAP) | 1% | 2% | 10% | |||||
Currency Impact | 5% | 7% | 3% | |||||
% Change - Currency Neutral (Adjusted) | 6% | 10%* | 13% | |||||
* The sum of these items do not foot due to rounding. | ||||||||
Note: Beginning this quarter, we refer to “currency neutral,” instead of “local currency.” The change is solely a change in terminology and the underlying calculation of the measure remains the same.
Currency neutral sales growth is calculated by translating prior year sales at the exchange rates used for the corresponding 2015 period.
International Flavors & Fragrances Inc. |
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GAAP to Non-GAAP Reconciliation |
|
(Amounts in thousands) |
|
(Unaudited) |
|
The following information and schedules provide reconciliation information between reported GAAP amounts and non-GAAP 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 2015 | ||||||||||||||||||||||||||||||||
Items Impacting Comparability | ||||||||||||||||||||||||||||||||
Reported |
Restructuring |
Operational |
Tax |
Acquisition |
Adjusted |
|||||||||||||||||||||||||||
Net Sales | 774,907 | |||||||||||||||||||||||||||||||
Cost of Goods Sold | 428,630 | (281 | ) | (b) | ||||||||||||||||||||||||||||
Gross Profit | 346,277 | 281 | 346,558 | |||||||||||||||||||||||||||||
Research and Development | 63,462 | |||||||||||||||||||||||||||||||
Selling and Administrative | 120,835 | (500 | ) | (d) | 120,335 | |||||||||||||||||||||||||||
RSA Expense | 184,297 | |||||||||||||||||||||||||||||||
Restructuring and other charges, net | 187 | (187 | ) | (a) | ||||||||||||||||||||||||||||
Operating Profit | 161,793 | 187 | 281 | 500 | 162,761 | |||||||||||||||||||||||||||
Interest Expense | 11,095 | |||||||||||||||||||||||||||||||
Other Income, net | (5,710 | ) | ||||||||||||||||||||||||||||||
Income before taxes | 156,408 | 187 | 281 | 500 | ||||||||||||||||||||||||||||
Taxes on Income | 28,150 | 66 | 70 | 10,478 | (c) | 175 | 38,939 | |||||||||||||||||||||||||
Net Income | 128,258 | 121 | 211 | (10,478 | ) | 325 | 118,437 | |||||||||||||||||||||||||
Earnings per share - diluted | $ | 1.57 | $ | — | $ | — | $ | (0.13 | ) | $ | — | $ | 1.45 | (e) | ||||||||||||||||||
(a) | Costs related to the Fragrance Ingredients Rationalization. | |||||||||||||||||||||||||||||||
(b) | Related to a partial plant closing in Asia. | |||||||||||||||||||||||||||||||
(c) |
Settlements due to favorable tax rulings in jurisdictions for
which reserves were previously |
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(d) | Related to the acquisition of Henry H. Ottens Manufacturing Co., Inc. Ottens Flavors. | |||||||||||||||||||||||||||||||
(e) | The sum of these items do not foot due to rounding. |
First Quarter 2014 | ||||||||||||||||||||
Items Impacting Comparability | ||||||||||||||||||||
Reported |
Restructuring |
Operational |
Adjusted |
|||||||||||||||||
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, 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 | $ | — | $ | 1.32 | ||||||||||||
(a) | Costs related to the Fragrance Ingredients Rationalization. | |||||||||||||||||||
(b) | Related to plant closing in Europe and partial closing in Asia. |
CONTACT:
International Flavors & Fragrances Inc.
VP, Global
Corporate Communications & Investor Relations:
Michael DeVeau,
212-708-7164