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Commitments and Contingencies
9 Months Ended
Sep. 30, 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 September 30, 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 September 30, 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 and nine months ended September 30, 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 and
nine months ended September 30, 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 $
5.5
 
million and $
6.5
 
million as of September 30, 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 September 30, 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 $
0.3
million and $
0.1
 
million was accrued as of September 30, 2021 and December 31, 2020,
 
respectively, to provide for
 
such anticipated
future environmental assessments and remediation costs.
 
The Company previously disclosed in its 2020 Form 10-K that during the fourth
 
quarter of 2020, 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.
 
During the third quarter of 2021, the
Company’s subsidiary received
 
notice from the taxing authority that the inspection was closed, with no tax
 
assessment issued.
 
Based
on this development, during the third quarter of 2021, the Company reversed
 
its previously recorded $
1.8
 
million liability related to
this matter.
 
The Company also reversed the associated $
1.1
 
million indemnification receivable, as the asserted tax liability in
 
part
related to a Houghton entity acquired in the Combination and for
 
the periods prior to the Combination, for which the Company would
be indemnified by Houghton’s
 
former owners.
 
Based on all available information as of the date of this Report, the Company does not
anticipate further tax inspection or liabilities related to this matter to be
 
asserted by the taxing authority.
 
During the first half of 2021, one of the Company’s
 
Brazilian subsidiaries received a notice that it had prevailed on an existing
legal claim in regard to certain non-income (indirect) taxes that had been
 
previously charged and paid.
 
The matter specifically relates
to companies’ rights to exclude the state tax on goods circulation (a valued-added-tax
 
or
VAT
equivalent, known in Brazil as “ICMS”)
from the calculation of certain additional indirect taxes (specifically the program
 
of social integration (“PIS”) and contribution for the
financing of social security (“COFINS”)) levied by the Brazilian States on the sale of
 
goods.
 
In May 2021, the Brazilian Supreme
Court concluded that ICMS should not be included in the tax base of PIS
 
and COFINS, and confirmed the methodology for
calculating the PIS and COFINS tax credit claims to which taxpayers are
 
entitled.
 
The Company’s Brazilian entities had
 
previously
filed legal or administrative disputes on this matter and are entitled to receive
 
tax credits and interest dating back to five years
preceding the date of their legal claims.
 
As a result of these court rulings, during the second quarter of 2021, the
 
Company recognized
non-income tax credits of
67.0
 
million BRL or approximately $
13.3
 
million, which included approximately $
8.4
 
million for the PIS
and COFINS tax credits as well as interest on these tax credits of $
4.9
 
million.
 
The tax credits to which the Company’s Brazilian
subsidiaries are entitled are claimable once registered with the
 
Brazilian tax authorities.
 
The Company submitted its formal claim for
tax credits in October 2021.
 
These tax credits can be used to offset future Brazilian federal taxes and
 
the Company currently
anticipates using the full amount of credits during the five year period of
 
time permitted.
 
During the third quarter of 2021, the
Brazilian Supreme Court ruled that interest income to which companies are
 
entitled for matters such as this claim should not be
taxable, which resulted in a reduction to the estimated income tax expense
 
associated with the tax credits recorded.
 
In connection with obtaining regulatory approvals for the Combination,
 
certain steel and aluminum related product lines of
Houghton were divested on August 1, 2019. In July 2021, the entity that acquired
 
these divested product lines submitted an
indemnification claim for certain alleged breaches of representation made
 
by Houghton in the agreement pursuant to which such assets
had been divested.
 
The Company and the acquirer have agreed to extend the period for
 
a possible negotiated resolution of this claim
through November 30, 2021 so that both parties can evaluate the other’s
 
positions with respect to the subject matters of the claim.
 
The Company is evaluating the merits of the alleged losses in the indemnification
 
claim received.
 
As of the date of this Report, the
Company does not believe it is reasonably possible to determine or quantify
 
any possible exposure.
 
During the third quarter of 2021, two of the Company’s
 
locations suffered property damages as a result of flooding and fire.
 
The
Company maintains property insurance for all of its facilities globally.
 
In Conshohocken, Pennsylvania, the Company’s
 
global
headquarters as well as its laboratory experienced property damages
 
as a result of flooding from Hurricane Ida.
 
Also, one of the
Company’s North American
 
production facilities in its Global Specialty Businesses segment experienced an
 
electrical fire that
resulted in damage and the temporary shutdown of production,
 
and also required remediation, cleaning and subsequent restoration.
 
The Company, its insurance
 
adjuster and insurance carrier are actively managing the remediation and restoration
 
activities associated
with these events and at this time the Company has concluded, based on all available
 
information and discussions with its insurance
adjuster and insurance carrier, that the losses incurred
 
during the third quarter of 2021 will be covered under the Company’s
 
property
insurance coverage, net of an aggregate deductible of $
2.0
 
million.
 
The Company has received advance payments from its insurers of
$
1.0
 
million and has recorded an insurance receivable associated with these events
 
(and a gain on insurance recoveries for losses
incurred) of $
1.7
 
million as of September 30, 2021.
 
The Company and its insurance carrier are in early stages of reviewing the impact
of the electrical fire on the production facility’s
 
operations as it relates to a potential business interruption insurance claim; however,
as of the date of this Report, the Company cannot reasonably estimate any
 
probable amount of business interruption insurance claim
recoverable, therefore the Company has not recorded a gain contingency
 
for a possible business interruption insurance claim as of
September 30, 2021.
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.