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Commitments and Contingencies
6 Months Ended
Jun. 25, 2016
Commitments and Contingencies  
Commitments and Contingencies

7.Commitments and Contingencies

 

Contractual

 

Our future contractual obligations consist principally of long-term debt, operating leases, minimum commitments regarding third-party warehouse operations services, forward purchase agreements and remaining minimum royalty payments due licensors pursuant to brand licensing agreements. 

 

In order to mitigate the risks of volatility in commodity markets to which we are exposed, we have entered into forward purchase agreements with certain suppliers based on market prices, forward price projections and expected usage levels.  Our purchase commitments for certain ingredients, packaging materials and energy are generally less than 12 months.

 

Legal Proceedings

 

We are periodically a party to various lawsuits arising in the ordinary course of business.  Management believes, based on discussions with legal counsel, that the resolution of any such lawsuits, individually and in the aggregate, will not have a material adverse effect on our financial position or results of operations.

 

On or about February 17, 2016, the Company received a letter from one of its commercial customers requesting indemnity with respect to a lawsuit threatened against the customer in Florida alleging that certain kettle chip products sold by the customer and manufactured by the Company were improperly labeled as “natural.”  On March 7, 2016, the Company informed the commercial customer that the Company had no obligation to indemnify the commercial customer with respect to the matter.

 

On April 4, 2016, a complaint captioned Westmoreland County Employee Retirement Fund (“Westmoreland”) v. Inventure Foods Inc. (“Inventure” or “the Company”) et al., Case No. CV2016-002718, was filed in the Superior Court in Maricopa County, Arizona. Additional defendants are the Company’s Chief Executive Officer and Chief Financial Officer, Capital Foods, LLC, and the underwriters of  the secondary securities offering that closed September 14, 2014 (the “September 2014 Offering”).  The class action complaint alleges violations of the Securities Act and focuses on the Company’s frozen food facility in Jefferson, Georgia.  The plaintiff seeks certification as a class action, unspecified compensatory damages, rescission or a rescissory measure of damages, attorneys’ fees and costs, and other relief deemed appropriate by the court.  The Company intends to vigorously defend against the claims.

 

On May 6, 2016,  the Company removed the purported class action from Superior Court in Maricopa County to the United States District Court for the District of Arizona (“District Court”).  On May 26, 2016, plaintiff filed a motion to remand the purported class action to the Superior Court in Maricopa County.  On July 13, 2016, Inventure, along with our Chief Executive Officer and Chief Financial Officer, and Capital Foods, LLC, filed a response in opposition to the motion to remand.  The September 2014 Offering underwriters joined in our opposition brief.  The plaintiff filed its reply in support of the motion to remand on June 23, 2016.  The motion to remand remains pending before the district court. On July 5, 2016, the District Court ordered a stay of proceedings until the Court rules on the motion to remand. 

 

On July 11, 2016, the Company received a pre-suit notification and demand from Farbod Nikravesh (represented by Barbara Rohr of Faruqi & Faruqi).  No lawsuit has been filed.  Mr. Farbod purports to represent a class of consumers who purchased Boulder Canyon brand products advertised as “All Natural.”  Mr. Farbod alleges the products contain non-natural ingredients, including but not limited to maltodextrin, dextrose, and citric acid.  He intends to file a class action for alleged violations of the California Legal Remedies Act (Cal. Civ. Code § 1750, et seq.), the California Unfair Competition Law (Cal. Bus. & Prof. Code § 17200, et seq.), the California False Advertising Act (Cal. Bus. & Prof. Code § 17500, et seq.), and other “common law and other statutory violations.”  To avoid suit, Mr. Farbod demands that the Company refrain from false and misleading marketing, issue an immediate recall, and make full restitution of all money obtained from the sale of Boulder Canyon chips.  The Company removed the challenged language (“All Natural”) from its packaging before receiving the letter, and intends to vigorously defend any class action filed.

 

Maryanne McGuiness (represented by Tim Howard of Howard & Associates) served the Company with a pre-lawsuit notification and demand on July 11, 2016.  No lawsuit has been filed.  Ms. McGuiness purports to represent a class of consumers who purchased Boulder Canyon kettle chips advertised as “All Natural” and “Non-GMO.”  Ms. McGuiness alleges the products contain non-natural and non-GMO ingredients, including but not limited to citric acid, disodium phosphate, corn, corn starch, corn meal, corn flour, corn masa, soluble corn fiber, corn syrup solids, maltodextrin, dextrose, fructose, and sucrose.  She intends to file a class action based on alleged violations of the Florida Deceptive and Unfair Trade Practices Act (Fla. Stat. 501.201, et seq.) and the Florida Misleading Advertising Statute (Fla. Stat. § 817.41), as well as for breach of express and implied warranties, unjust enrichment, and other contract and tort violations.  To avoid suit, Ms. McGuiness demands that the Company refrain from false and misleading advertising, identify consumers who purchased product during the limitations period, disgorge revenues from sales of products, and implement a corrective advertising campaign, including a disclaimer.  The Company removed “All Natural” from all packages and advertising of kettle cooked chips before receiving the letter, and intends to vigorously defend any class action filed.