Divestitures

3 Months Ended

Mar. 31, 2021

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 2020, the Company received $11.6 million of net cash and expects to receive additional cash when it completes certain post-closing asset sales.

On September 18, 2020, the Company completed the sale of its yogurt fruit preparations product line for $1.0 million. The sale included an earn-out 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). The Company received $4.1 million as of March 31, 2021, in advance of the closing and received or expects to receive, an estimated additional $32 million of net cash in the second quarter of 2021, of which $4.7 million is subject to an escrow arrangement and will be released following the receipt of an affirmation or non-objection to our proposed environmental remediation plan by the Spanish environmental authorities. The proceeds are subject to post-closing working capital and net debt adjustments. In addition, the Company received additional consideration for certain retained inventories and expects to receive additional consideration for the collection of certain retained accounts receivable. In the second quarter of 2021, the Company estimates it will record a non-cash net loss of approximately $12 million 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 as a result of the sale of its fragrances product line.

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 March 31, 2021, and December 31, 2020, as follows:

(In thousands)	March 31, 2021		December 31, 2020
Assets held for sale:
Trade accounts receivable	$	20,433	$	20,722
Inventories		21,897		25,045
Prepaid expenses and other current assets		2,049		1,843
Property, plant, and equipment, net		3,540		3,434
Intangible assets		1,678		1,716
Assets held for sale	$	49,597	$	52,760

Liabilities held for sale:
Trade accounts payable	$	12,469	$	13,967
Accrued salaries, wages, and withholdings from employees		1,557		1,739
Other accrued expenses		1,327		1,633
Liabilities held for sale	$	15,353	$	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 March 31, 2021:

(In thousands)	Yogurt Fruit Preparations		Fragrances		Inks			Corporate/ Other		Total
Non-cash charges – Cost of products sold	$	-	$	34	$	(9	)	$	-	$	25
Other costs - Selling and administrative expenses⁽¹⁾		265		1,014		(107	)		375		1,547
Total	$	265	$	1,048	$	(116	)	$	375	$	1,572

(1) Other costs – Selling and administrative expenses include environmental remediation, 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 three months ended March 31, 2020:

(In thousands)	Yogurt Fruit Preparations		Fragrances		Inks		Corporate/ Other		Total
Non-cash impairment charges – Selling and administrative expenses	$	-	$	339	$	9,437	$	351	$	10,127
Non-cash charges – Cost of products sold		-		-		-		190		190
Other costs - Selling and administrative expenses⁽¹⁾		68		818		102		538		1,526
Total	$	68	$	1,157	$	9,539	$	1,079	$	11,843

(1) Other costs – Selling and administrative expenses include 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, during the three months ended March 31, 2020, 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 during the three months ended March 31, 2021 and 2020, 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 three months ended March 31, 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 March 31, 2021, the Company estimates 2021 divestiture & other related costs will be $13 million to $14 million, including the expected non-cash charge of $12 million in the second quarter of 2021 related to the closing of the sale of the fragrances product line (excluding its essential oils product line) primarily for the reclassification of accumulated foreign currency translation and related items from Accumulated Other Comprehensive Loss to Selling and Administrative Expenses in the Consolidated Statement of Earnings. The Company anticipates that it will complete the remaining exit activities related to these product lines in 2021.