Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments And Contingencies Disclosure [Text Block]

Note 19 – Commitments and Contingencies

The Company previously disclosed in its 2020 Form 10-K that AC Products, Inc. (“ACP”), a wholly owned subsidiary, has been

operating a groundwater treatment system to hydraulically contain groundwater contamination emanating from ACP’s site, the

principal contaminant of which is perchloroethylene. As of March 31, 2021, ACP believes it is close to meeting the conditions for

closure of the groundwater treatment system, but continues to operate this system while in discussions with the relevant authorities. 

As of March 31, 2021, the Company believes that the range of potential-known liabilities associated with the balance of the ACP

water remediation program is approximately $

0.1

 million to $

1.0

 million. The low and high ends of the range are based on the length

of operation of the treatment system as determined by groundwater modeling. Costs of operation include the operation and

maintenance of the extraction well, groundwater monitoring and program management.

The Company previously disclosed in its 2020 Form 10-K that an inactive subsidiary of the Company that was acquired in 1978

sold certain products containing asbestos, primarily on an installed basis, and is among the defendants in numerous lawsuits alleging

injury due to exposure to asbestos. During the three months ended March 31, 2021, there have been no significant changes to the facts

or circumstances of this previously disclosed matter, aside from on-going claims and routine payments associated with this litigation. 

Based on a continued analysis of the existing and anticipated future claims against this subsidiary, it is currently projected that the

subsidiary’s total liability over the next 50 years for these claims is approximately $

0.4

 million (excluding costs of defense).

The Company previously disclosed in its 2020 Form 10-K that it is party to certain environmental matters related to certain

domestic and foreign properties currently or previously owned by Houghton. These environmental matters primarily require the

Company to perform long-term monitoring as well as operating and maintenance at each of the applicable sites. During the three

months ended March 31, 2021, there have been no significant changes to the facts or circumstances of these previously disclosed

matters, aside from on-going monitoring and maintenance activities and routine payments associated with each of the sites. The

Company continually evaluates its obligations related to such matters, and based on historical costs incurred and projected costs to be

incurred over the next 28 years, has estimated the present value range of costs for all of the Houghton environmental matters, on a

discounted basis, to be between approximately $

5

 million and $

6

 million as of March 31, 2021, for which $

5.7

 million was accrued

within other accrued liabilities and other non-current liabilities on the Company’s Condensed Consolidated Balance Sheet as of March

31, 2021. Comparatively, as of December 31, 2020, the Company had $

6.0

 million accrued for with respect to these matters.

The Company believes, although there can be no assurance regarding the outcome of other unrelated environmental matters, that

it has made adequate accruals for costs associated with other environmental problems of which it is aware. Approximately $

0.1

million were accrued as of both March 31, 2021 and December 31, 2020, to provide for such anticipated future environmental

assessments and remediation costs. 

The Company previously disclosed in its 2020 Form 10-K that one of the Company’s subsidiaries received a notice of inspection

from a taxing authority in a country where certain of its subsidiaries operate which related to a non-income (indirect) tax that may be

applicable to certain products the subsidiary sells. To date, the Company has not received any assessment from the authority related to

potential liabilities that may be due from the Company’s subsidiary. Consequently, there is substantial uncertai nty with respect to the

Company’s ultimate liability with respect to this indirect tax, as the application of this tax in its given market is ambiguous and

interpreted differently among other peer companies and taxing authorities. The Company, with assistance from independent experts,

has performed an evaluation of the applicability of this indirect tax to the Company’s subsidiaries in this country. Information

available to the Company at this time is only sufficient to establish a range of probable liability, and no amount within the range is

considered a better estimate than another. During the three months ended March 31, 2021 and through the date of this Report, there

have been no significant changes to the facts or circumstances of this previously disclosed matter, aside from on-going discussions

between the Company and the taxing authority related to this notice of inspection. As of March 31, 2021, the Company has recorded a

liability of $

1.7

 million in other accrued liabilities, which reflects the low end of the range of probable indirect tax owed, including

interest and taking into account applicable statutes of limitations. Because these amounts in part relate to a Houghton entity acquired

in the Combination and for periods prior to the Combination, the Company has submitted an indemnification claim with Houghton’s

former owners related to this potential indirect tax liability. The Company recorded a receivable in other assets for approximately

$

1.1

 million, which reflects the amount of the initial recorded liability for which the Company anticipates being indemnified. As

noted, the Company believes there is substantial uncertainty with respect to its ultimate liability given the ambiguous application of

this indirect tax. At this time, the Company’s best estimate of a potential range for possible assessments, including additional amounts

that may be assessed under these indirect tax laws, would be approximately $

0.6

 million to $

38

 million, which is net of approximately

$

10

 million of estimated income tax deductions and approximately $

22

 million of applicable rights to indemnification from

Houghton’s former owners.

The Company is party to other litigation which management currently believes will not have a material adverse effect on the

Company’s results of operations, cash flows or financial condition. In addition, the Company has an immaterial amount of contractual

purchase obligations.