IFF to Release Fourth Quarter and Full Year 2020 Results on
February 10
IFF (NYSE:IFF), a leading innovator of taste, scent, and
nutrition & ingredients, today announced preliminary, unaudited
financial results for the quarter ended December 31, 2020.
“In collaboration with DuPont’s financial announcement today,
and in connection with the Exchange Offer related to our
combination with DuPont Nutrition & Biosciences, we are
providing preliminary financial results for the fourth quarter and
full year 2020,” said IFF Chairman and CEO Andreas Fibig. “We
expect to finish 2020 with results coming in ahead of our
expectations despite continued challenges and complexity of the
pandemic. This performance is a direct testament to the diversity
of our portfolio, the essential nature of our products, and the
resiliency of our global teams to continuously deliver for our
customers.”
Mr. Fibig continued, “With the completion of our merger with
DuPont N&B now just days away, we continue to see multiple
paths to strong value creation for all our stakeholders. Upon
closing the transaction, IFF will be a stronger company,
well-positioned to deliver meaningful synergies as we execute on
our core business objectives and strengthen our partnerships with
customers worldwide. We are laser-focused on execution to build
strong business momentum and successfully integrate our two great
companies to deliver our financial aspirations and maximize
shareholder value.”
Preliminary Summary of Full Year 2020
Results
The results in this section reflect preliminary expectations of
financial results for the fourth quarter and full year ended
December 31, 2020. The Company and its auditors have yet to
complete their financial closing and audit procedures and actual
results are therefore subject to change. Schedules at the end of
this release contain reconciliations of reported GAAP to non-GAAP
metrics.
Based on the information currently available, IFF estimates the
following preliminary results for the fourth quarter and full year
2020:
- Net sales for the fourth quarter of 2020 are expected to be
approximately $1,270 million as compared to $1,284 million for the
same period in 2019. Net sales on a currency neutral basis are
expected to increase approximately 2% excluding approximately a
4-percentage point impact of the additional week of sales in the
prior year period. Total net sales for the full year 2020 are
expected to be approximately $5,084 million.
- Reported operating profit1 for the fourth quarter of 2020 is
expected to be approximately $100 million, and full year reported
operating profit is expected to be approximately $566 million.
Adjusted operating profit excluding amortization for the fourth
quarter of 2020 is expected to be approximately $203 million, and
full year 2020 adjusted operating profit excluding amortization is
expected to be approximately $922 million.
Fourth Quarter and Full Year 2020
Earnings Call Information
IFF also announced that it will release its fourth quarter &
full year 2020 earnings results following the market close on
Wednesday, February 10, 2021. The management team will host a live
webcast on Thursday, February 11, 2021 at 10:00 a.m. ET to discuss
results and outlook with the investor community.
Investors may access the live webcast and accompanying slide
presentation on the Company's website at ir.iff.com. For those
unable to listen to the live webcast, a recorded version will be
made available for replay.
Welcome to IFF
At IFF (NYSE:IFF), we’re using Uncommon Sense to create what the
world needs. As a collective of unconventional thinkers and
creators, we put science and artistry to work to create unique and
unexpected scents, tastes, experiences and ingredients for the
products our world craves. Learn more at iff.com, Twitter ,
Facebook, Instagram, and LinkedIn.
Additional Information and Where to Find It
This communication is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote of approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended (the “Securities Act”). In connection with the proposed
combination of Nutrition & Biosciences, Inc. (“N&B”), a
wholly owned subsidiary of DuPont, and IFF, which will immediately
follow the proposed separation of N&B from DuPont (the
“proposed transaction”), IFF has filed a registration statement on
Form S-4 containing a prospectus, dated December 31, 2020, and
N&B has filed a registration statement on Form S-4/S-1
containing a prospectus, dated December 31, 2020 (together, the
“registration statements”), and DuPont has filed a Schedule TO with
the Securities and Exchange Commission (“SEC”). INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS,
PROSPECTUS, THE AMENDMENTS TO THESE FILINGS, AND ANY SUPPLEMENTS,
AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IFF, N&B, NEPTUNE
MERGER SUB I INC., NEPTUNE MERGER SUB II LLC AND THE PROPOSED
TRANSACTION. Such documents can be obtained free of charge from the
SEC’s website at www.sec.gov. Free copies of these documents, once
available, and each of the companies’ other filings with the SEC
may also be obtained from the respective companies by contacting
the investor relations department of DuPont or IFF.
Cautionary Note on Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “see,” “will,” “would,” “target,” similar
expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
proposed transaction, the expected timetable for completing the
proposed transaction, the benefits and synergies of the proposed
transaction, future opportunities for the combined company and
products, the benefits of the proposed organizational and operating
model of the combined company and any other statements regarding
DuPont’s, IFF’s and N&B’s future operations, financial or
operating results, capital allocation, dividend policy, debt ratio,
anticipated business levels, future earnings, planned activities,
anticipated growth, market opportunities, strategies, competitions,
and other expectations and targets for future periods. There are
several factors which could cause actual plans and results to
differ materially from those expressed or implied in
forward-looking statements. Such factors include, but are not
limited to, (1) the parties’ ability to meet expectations regarding
the timing, completion and accounting and tax treatments of the
proposed transaction, (2) changes in relevant tax and other laws,
(3) any failure to obtain anticipated tax treatment or any required
financing or to satisfy any of the other conditions to the proposed
transaction, (4) the possibility that unforeseen liabilities,
future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies that
could impact the value, timing or pursuit of the proposed
transaction, (5) risks and costs and pursuit and/or implementation
of the separation of N&B, including timing anticipated to
complete the separation, any changes to the configuration of
businesses included in the separation if implemented, (6) risks
related to indemnification of certain legacy liabilities of E. I.
du Pont de Nemours and Company (“Historical EID”) in connection
with the distribution of Corteva Inc. on June 1, 2019 (the “Corteva
Distribution”), (7) potential liability arising from fraudulent
conveyance and similar laws in connection with DuPont’s
distribution of Dow Inc. on April 1, 2019 and/or the Corteva
Distributions (the “Previous Distributions”), (8) failure to
effectively manage acquisitions, divestitures, alliances, joint
ventures and other portfolio changes, including meeting conditions
under the Letter Agreement entered in connection with the Corteva
Distribution, related to the transfer of certain levels of assets
and businesses, (9) uncertainty as to the long-term value of DuPont
common stock, (10) potential inability or reduced access to the
capital markets or increased cost of borrowings, including as a
result of a credit rating downgrade, (11) inherent uncertainties
involved in the estimates and judgments used in the preparation of
financial statements and the providing of estimates of financial
measures, in accordance with the accounting principles generally
accepted in the United States of America and related standards, or
on an adjusted basis, (12) the integration of IFF and its Frutarom
business and/or N&B being more difficult, time consuming or
costly than expected, (13) the failure to achieve expected or
targeted future financial and operating performance and results,
(14) the possibility that IFF may be unable to achieve expected
benefits, synergies and operating efficiencies in connection with
the proposed transaction within the expected time frames or at all
or to successfully integrate Frutarom and N&B, (15) customer
loss and business disruption being greater than expected following
the proposed transaction, (16) legislative, regulatory and economic
developments; (17) an increase or decrease in the anticipated
transaction taxes (including due to any changes to tax legislation
and its impact on tax rates (and the timing of the effectiveness of
any such changes)), (18) potential litigation relating to the
proposed transaction that could be instituted against DuPont, IFF
or their respective directors, (19) risks associated with third
party contracts containing consent and/or other provisions that may
be triggered by the proposed transaction, (20) negative effects of
the announcement or the consummation of the transaction on the
market price of DuPont’s and/or IFF’s common stock, (21) risks
relating to the value of the IFF shares to be issued in the
transaction and uncertainty as to the long-term value of IFF’s
common stock, (22) the impact of the failure to comply with U.S. or
foreign anti-corruption and anti-bribery laws and regulations, (23)
the ability of N&B or IFF to retain and hire key personnel,
(24) the risk that N&B, as a newly formed entity that currently
has no credit rating, will not have access to the capital markets
on acceptable terms, (25) the risk that N&B and IFF will incur
significant indebtedness in connection with the potential
transaction, and the degree to which IFF will be leveraged
following completion of the potential transaction may materially
and adversely affect its business, financial condition and results
of operations, (26) the ability to obtain or consummate financing
or refinancing related to the transaction upon acceptable terms or
at all, (27) that N&B may not achieve certain targeted cost and
productivity improvements, which could adversely impact its results
of operations and financial condition, (28) the risk that natural
disasters, public health issues, epidemics and pandemics, including
the novel coronavirus (COVID-19), or the fear of such events, could
provoke responses that cause delays in the anticipated transaction
timing or the completion of transactions related thereto,
including, without limitation, as a result of any government or
company imposed travel restrictions or the closure of government
offices and resulting delays with respect to any matters pending
before such governmental authorities and (29) other risks to
DuPont’s, N&B’s and IFF’s business, operations and results of
operations including from: failure to develop and market new
products and optimally manage product life cycles; ability, cost
and impact on business operations, including the supply chain, of
responding to changes in market acceptance, rules, regulations and
policies and failure to respond to such changes; outcome of
significant litigation, environmental matters and other commitments
and contingencies; failure to appropriately manage process safety
and product stewardship issues; global economic and capital market
conditions, including the continued availability of capital and
financing, as well as inflation, interest and currency exchange
rates; changes in political conditions, including tariffs, trade
disputes and retaliatory actions; impairment of goodwill or
intangible assets; the availability of and fluctuations in the cost
of energy and raw materials; business or supply disruption,
including in connection with the Previous Distributions; security
threats, such as acts of sabotage, terrorism or war, natural
disasters and weather events and patterns, disasters, public health
issues, epidemics and pandemics, including COVID-19, or the fear of
such events, and the inherent unpredictability, duration and
severity of such events, which could result in a significant
operational event for DuPont, N&B or IFF, adversely impact
demand or production; ability to discover, develop and protect new
technologies and to protect and enforce DuPont’s, N&B’s or
IFF’s intellectual property rights;, as well as management’s
response to any of the aforementioned factors. These risks, as well
as other risks associated with the proposed merger, are more fully
discussed in the registration statement and proxy statement filed
by IFF and the registration statement filed by N&B. While the
list of factors presented here is, and the list of factors
presented in registration statements filed by each of IFF and
N&B in connection with the transaction, are considered
representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the
realization of forward-looking statements. Further lists and
descriptions of risks and uncertainties can be found in IFF’s
annual report on Form 10-K for the year ended December 31, 2019,
DuPont’s annual report on Form 10-K for the year ended December 31,
2019, and each of IFF’s and DuPont’s respective subsequent reports
on Form 10-Q, Form 10-K and Form 8-K, the contents of which are not
incorporated by reference into, nor do they form part of, this
announcement. Any other risks associated with the proposed
transaction are more fully discussed in the registration statements
filed with the SEC. While the list of factors presented here is,
and the list of factors presented in the registration statements,
as amended, filed by each of IFF or N&B are representative, no
such list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of
forward-looking statements. Consequences of material differences in
results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption,
operational problems, financial loss, legal liability to third
parties and similar risks, any of which could have a material
adverse effect on IFF’s, DuPont’s or N&B’s consolidated
financial condition, results of operations, credit rating or
liquidity. None of IFF, DuPont nor N&B assumes any obligation
to publicly provide revisions or updates to any forward-looking
statements, whether as a result of new information, future
developments or otherwise, should circumstances change, except as
otherwise required by securities and other applicable laws.
International Flavors &
Fragrances Inc.
GAAP to Non-GAAP
Reconciliation
(Unaudited)
Reconciliation of Operating Profit ex. Amortization
Fourth Quarter
2020
Reported (GAAP)
$
100,000
Frutarom Integration Related Costs
1,000
Restructuring and Other Charges, net
9,000
Losses (Gains) on Sale of Assets
2,200
Employee Separation Costs
2,800
Frutarom Acquisition Related Costs
100
Compliance Review & Legal Defense Costs
1,700
N&B Transaction Related Costs
3,700
N&B Integration Related Costs
34,700
Amortization of Acquisition related Intangible Assets
47,800
Adjusted (Non-GAAP) ex. Amortization
$
203,000
Reconciliation of Operating Profit ex.
Amortization
Year Ended December
31,
2020
Reported (GAAP)
$
566,000
Frutarom Integration Related Costs
9,900
Restructuring and Other Charges, net
17,300
Losses (Gains) on Sale of Assets
3,700
Employee Separation Costs
2,800
Frutarom Acquisition Related Costs
1,400
Compliance Review & Legal Defense Costs
3,200
N&B Transaction Related Costs
28,100
N&B Integration Related Costs
96,600
Amortization of Acquisition related Intangible Assets
193,000
Adjusted (Non-GAAP) ex. Amortization
$
922,000
________________________ 1 This amount
is subject to change as the Company completes its normal annual
closing and review processes, which include items such as
actuarial, various valuation considerations, and other normal
completion activities, including the audit procedures thereon.
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version on businesswire.com: https://www.businesswire.com/news/home/20210126005582/en/
Michael DeVeau Head of Investor Relations and Communications
212.708.7164 Michael.DeVeau@iff.com