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Commitments, Contingencies and Guarantees
12 Months Ended
Dec. 31, 2019
Commitments And Contingencies Disclosure [Abstract]  
Commitments, Contingencies and Guarantees

15.

Commitments, Contingencies and Guarantees

Commitments

     

a. Operating lease rent expense, included in income from operations, amounted to $24.5 and $24.5 in 2018 and 2017, respectively.  Beginning January 1, 2013, financing lease expense was recorded primarily for the Company’s Corporate Headquarters building.  In 2018, interest expense associated with this lease amounted to $3.8 and depreciation expense amounted to $2.5. 


As of December 31, 2018, the Company was obligated to pay minimum annual rentals under different operating and financing lease agreements as follows:

 

 

Operating

 

 

Financing

 

 

 

 

 

 

 

Leases

 

 

Leases

 

 

Total

 

2019

 

$

18.7

 

 

$

6.0

 

 

$

24.7

 

2020

 

 

14.6

 

 

 

5.8

 

 

 

20.4

 

2021

 

 

12.2

 

 

 

5.7

 

 

 

17.9

 

2022

 

 

10.9

 

 

 

5.7

 

 

 

16.6

 

2023

 

 

6.4

 

 

 

6.0

 

 

 

12.4

 

2024 and thereafter

 

 

10.5

 

 

 

55.3

 

 

 

65.8

 

Total future minimum lease commitments

 

$

73.3

 

 

$

84.5

 

 

$

157.8

 

b. The Company has a partnership with a supplier of raw materials that mines and processes sodium-based mineral deposits.  The Company purchases the majority of its sodium-based raw material requirements from the partnership.  The partnership agreement terminates upon two years’ written notice by either partner.  Under the partnership agreement, the Company has an annual commitment to purchase 240,000 tons of sodium-based raw materials at the prevailing market price.  The Company is not engaged in any other material transactions with the partnership or the partner supplier.  

c. As of December 31, 2019, the Company had commitments of approximately $257.6.  These commitments include the purchase of raw materials, packaging supplies and services from its vendors at market prices to enable the Company to respond quickly to changes in customer orders or requirements, as well as costs associated with licensing and promotion agreements.  

d. As of December 31, 2019, the Company had various guarantees and letters of credit totaling $4.4.     

e.  In connection with the Company’s acquisition of Agro BioSciences, Inc. on January 17, 2017, the Company is obligated to pay an additional amount of up to $25.0 based on sales performance in 2019. The initial fair value of this contingent liability was $17.8, which was established in the purchase price allocation.  In December 2019, the final liability, which is expected to be paid in early 2020, was lowered to $14.2 based on 2019 sales.  The reduction was recorded in SG&A in the SPD segment.  

In connection with the Passport Acquisition, the Company is obligated to pay an additional amount of up to $25.0 based on sales performance through 2020.  The initial fair value of this contingent liability was $7.3, which was established in the purchase price allocation.  During the second quarter of 2019, the Company recorded a reduction in fair value of the entire $7.3 Passport contingent liability based on the revised valuation due to updated sales forecasts.  The reduction was recorded in SG&A in the SPD segment.  The contingent liability will be reassessed at each balance sheet date leading up to December 31, 2020.

In connection with the Flawless Acquisition, the Company is obligated to pay an additional amount of up to $425.0 based on sales performance through 2021.  The initial fair value of this contingent liability was $182.0.  That amount was established in the purchase price allocation.  Subsequent to the date of the Flawless Acquisition, the Company increased the estimate of the contingent consideration liability by $10.0 from $182.0 to $192.0 based on the revised valuation due to updated sales forecasts as well as the passage of time.  The charge was recorded to SG&A expense in both the Consumer Domestic and Consumer International Segments.  The contingent liability will be reassessed at each balance sheet date until the completion of the earn-out period.  Ideavillage will help support the business through a separate long-term transition services agreement.  

Legal proceedings

f. The Company has been named as a defendant in a breach of contract action filed by Scantibodies Laboratory, Inc. (the “Plaintiff”) on April 1, 2014, in the U.S. District Court for the Southern District of New York.  

The complaint alleges, among other things, that the Company (i) breached two agreements for the manufacture and supply of pregnancy and ovulation test kits by switching suppliers, (ii) failed to give Plaintiff the proper notice, (iii) failed to reimburse Plaintiff for costs and expenses under the agreements and (iv) misrepresented its future requirements.  The complaint seeks compensatory and punitive damages in an amount in excess of $20.0, as well as declaratory relief, statutory prejudgment interest and attorneys’ fees and costs.

The Company is vigorously defending itself in this matter.  On September 19, 2018, the court granted the Company’s motion for summary judgment, dismissing all claims brought by the Plaintiff.  The Plaintiff has filed an appeal, which is scheduled for oral argument in March 2020.  

In connection with this matter, the Company has reserved an amount that is immaterial.  However, it is reasonably possible that the Company may ultimately be required to pay all or substantially all of the damages and other amounts sought by Plaintiff in the event the summary judgment entered in favor of the Company is reversed.   

g. In addition, in conjunction with the Company’s acquisition and divestiture activities, the Company entered into select guarantees and indemnifications of performance with respect to the fulfillment of the Company’s commitments under applicable purchase and sale agreements.  The arrangements generally indemnify the buyer or seller for damages associated with breach of contract, inaccuracies in representations and warranties surviving the closing date and satisfaction of liabilities and commitments retained under the applicable contract.  Representations and warranties that survive the closing date generally survive for periods up to five years or the expiration of the applicable statutes of limitations.  Potential losses under the indemnifications are generally limited to a portion of the original transaction price, or to other lesser specific dollar amounts for select provisions.  With respect to sale transactions, the Company also routinely enters into non-competition agreements for varying periods of time.  Guarantees and indemnifications with respect to acquisition and divestiture activities, if triggered, could have a materially adverse impact on the Company’s financial condition, results of operations and cash flows.

h. In addition to the matters described above, from time to time in the ordinary course of its business the Company is the subject of, or party to, various pending or threatened legal, regulatory or governmental actions or other proceedings, including, without limitation, those relating to, intellectual property, commercial transactions, product liability, purported consumer class actions, employment matters, antitrust, environmental, health, safety and other compliance related matters.  Such proceedings are generally subject to considerable uncertainty and their outcomes, and any related damages, may not be reasonably predictable or estimable.   While any such proceedings could result in an adverse outcome for the Company, any such adverse outcome is not expected to have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.