Contingencies and commitments
Contractual obligations and commitments
We entered into lease agreements for offices and laboratories which qualify as operating leases. We also have certain purchase commitments, principally with CRO subcontractors.
On 30 September 2017, we had outstanding obligations for future minimum rent payments and purchase commitments, which become due as follows:
|
(thousands of €) |
Total |
Less than 1 year |
1–3 years |
3–5 years |
More than 5 years |
|
Operating lease obligations |
27,523 |
4,183 |
8,030 |
6,159 |
9,152 |
|
Purchase commitments |
36,722 |
32,649 |
2,576 |
1,497 |
– |
|
Total contractual obligations & commitments |
64,245 |
36,832 |
10,606 |
7,655 |
9,152 |
On 31 December 2016, we had outstanding obligations for future minimum rent payments and purchase commitments, which become due as follows:
|
(thousands of €) |
Total |
Less than 1 year |
1–3 years |
3–5 years |
More than 5 years |
|
Operating lease obligations |
27,263 |
4,114 |
6,494 |
5,504 |
11,151 |
|
Purchase commitments |
27,579 |
27,084 |
495 |
– |
– |
|
Total contractual obligations & commitments |
54,842 |
31,198 |
6,989 |
5,504 |
11,151 |
Contingent liabilities and assets
On 13 March 2014, we announced the signing of a definitive agreement to sell the service division operations to Charles River Laboratories International, Inc. (CRL) for a total consideration of up to €134 million. CRL agreed to pay us an immediate cash consideration of €129 million. The potential earn-out of €5 million due upon achievement of a revenue target 12 months after transaction closing has not been obtained. Approximately 5% of the total consideration, including price adjustments, was being held on an escrow account. Four claims were introduced by CRL, which all have been settled for a total amount of €1.3 million. In the first quarter of 2017, the remaining balance of the escrow account of €6.6 million was released in full, as final agreement between the parties was reached.
Following the divestment, we remained guarantor until early February 2017 in respect of lease obligations for certain U.K. premises. Finally, following common practice, we gave representations and warranties which are capped and limited in time (since 1 April 2016, CRL can only introduce a claim under the Tax Deed (during a period of 5 years)), and other claims related to the sale cannot be submitted anymore).
In the course of 2008, a former director of one of our subsidiaries sued for wrongful termination and seeks damages of €1.5 million. We believe that the amount of damages claimed is unrealistically high. In 2014, the court requested an external advisor to evaluate the exact amount of damages. On 29 January 2016, the court made a 1st degree judgment, dismissing all claims in full. In appeal, the 2nd degree court instructed the 1st degree court to conduct a new trial, which is currently pending. A first hearing, initially scheduled on 12 July 2017, was postponed to an undefined date. We recently filed a motion petitioning for expedient procedure in consideration of the value of the claim, overall duration of the dispute and duration of the re-trial. Considering the defense elements provided, as well as the fact that so far the court has made no decision indicating that the claim would be sustained, our board and management evaluated the risk to be remote to possible, but not likely. Accordingly, it was decided not to record any provision, as the exposure was considered to be limited.