XML 54 R17.htm IDEA: XBRL DOCUMENT v3.19.3
Income Taxes and Uncertain Tax Positions
9 Months Ended
Sep. 30, 2019
Income Tax Disclosure [Abstract]  
Income Tax Disclosure [Text Block]

Note 11 – Income Taxes and Uncertain Income Tax Positions

The Company’s effective tax rate for the three and nine months ended September 30, 2019 was 27.6% and 22.9%, respectively, compared to 18.5% and 21.2%, respectively, for the three and nine months ended September 30, 2018. These effective tax rates include the impacts of certain Combination and other acquisition-related non-deductible costs in all periods presented. In addition, these effective tax rates include certain tax adjustments recorded to decrease the Company’s fourth quarter of 2017 initial estimate of the one-time charge on deemed repatriation of undistributed earnings as part of the U.S. Tax Reform. The Company’s effective tax rate for the three months ended September 30, 2019 includes the cumulative year-to-date tax benefit recorded during the third quarter of 2019 as a result of one of its subsidiaries receiving approval for the renewal of a concessionary 15% tax rate compared to its 25% statutory tax rate. The concessionary tax rate was available to the Company’s subsidiary during all quarters of 2018. In addition, the effective tax rates in the three and nine months ended September 30, 2019 also include incremental withholding tax expense associated with the assumed repatriation of previously untaxed current earnings and profits of certain of the Company’s foreign subsidiaries, partially offset by favorable return to provision adjustments in the current year and certain share-based compensation-related tax benefits for deductions in excess of compensation cost associated with stock option exercises.

As previously disclosed in its Annual Report filed on Form 10-K, as amended by Form 10-K/A, for the year ended December 31, 2018, the Company recognized a deferred tax liability of $7.9 million in the fourth quarter of 2018 related to the Company’s estimate of non-U.S. taxes it will incur when distributing the unremitted earnings of certain foreign subsidiaries. The Company incurred withholding cash tax payments related to the repatriation of a portion of these foreign earnings during the first nine months of 2019 and reduced this deferred tax liability by approximately $3.6 million. The deferred tax liability on unremitted earnings as of September 30, 2019 is $11.7 million, which reflects an increase as a result of recording a $8.1 million deferred tax liability on certain foreign unremitted earnings assumed in connection with the Combination.As of September 30, 2019, the Company’s cumulative liability for gross unrecognized tax benefits was $13.4 million. As of December 31, 2018, the Company’s cumulative liability for gross unrecognized tax benefits was $7.1 million. Pursuant to the Combination, the Company acquired gross unrecognized tax benefits of $9.1 million.

The Company continues to recognize interest and penalties associated with uncertain tax positions as a component of taxes on income before equity in net income of associated companies in its Condensed Consolidated Statements of Operations. The Company recognized an expense for interest of $0.1 million and $0.4 million for the three and nine months ended September 30, 2019, respectively, and an expense for penalties of less than $0.1 million and $0.1 million for the three and nine months ended September 30, 2019, respectively. Comparatively, the Company recognized an expense of less than $0.1 million and $0.1 million for interest, and a credit of $0.2 million and an expense of $0.1 million for penalties in its Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2018, respectively. As of September 30, 2019, the Company had accrued $1.9 million for cumulative interest and $2.4 million for cumulative penalties in its Condensed Consolidated Balance Sheet, compared to $0.6 million for cumulative interest and $0.8 million for cumulative penalties accrued at December 31, 2018.

During the nine months ended September 30, 2019 and 2018, the Company recognized a decrease of $1.5 million and $0.7 million, respectively, in its cumulative liability for gross unrecognized tax benefits due to the expiration of the applicable statutes of limitations for certain tax years.

The Company estimates that during the year ending December 31, 2019 it will reduce its cumulative liability for gross unrecognized tax benefits by approximately $1.9 million due to the expiration of the statute of limitations with regard to certain tax positions. This estimated reduction in the cumulative liability for unrecognized tax benefits does not consider any increase in liability for unrecognized tax benefits with regard to existing tax positions or any increase in cumulative liability for unrecognized tax benefits with regard to new tax positions for the year ending December 31, 2019.

The Company and its subsidiaries are subject to U.S. Federal income tax, as well as the income tax of various state and foreign tax jurisdictions. Tax years that remain subject to examination by major tax jurisdictions include Brazil from 2000, Italy from 2006, China from 2009, Canada from 2010, the Netherlands from 2013, Mexico and the United Kingdom from 2014, Spain from 2015, the U.S. and Germany from 2016, India from fiscal year beginning April 1, 2016 and ending March 31, 2017, and various U.S. state tax jurisdictions from 2009.

As a result of the closing of the Combination and subsequent purchase accounting, as described in Note 2 of Notes to Condensed Consolidated Financial Statements, the Company has recorded initial estimates for certain acquired tax assets and liabilities. These initial estimates included: (i) deferred tax liabilities of approximately $187 million related to the fair value step-up for certain intangible assets, property, plant and equipment, and inventory; (ii) deferred tax assets of approximately $38 million related to foreign tax credit carry-forwards, net of applicable valuation allowances related to these foreign tax credit carry-forwards to reflect the forecasted expiration of unutilized credits; (iii) deferred tax liabilities of approximately $8 million related to non-U.S. taxes it will incur when distributing unremitted foreign earnings of certain Houghton subsidiaries; (iv) deferred tax liabilities of approximately $8 million related to the Company’s outside basis difference in its Korean joint venture and (v) as it relates to uncertain tax positions, an approximately $12 million reserve primarily related to the deductibility of expenses at certain Houghton subsidiaries.

As previously reported, the Italian tax authorities have assessed additional tax due from the Company’s subsidiary, Quaker Italia S.r.l., relating to the tax years 2007 through 2013. The Company has filed for competent authority relief from these assessments under the Mutual Agreement Procedures (“MAP”) of the Organization for Economic Co-Operation and Development for all years except 2007. During 2018, the Italian tax authorities assessed additional tax due from Quaker Italia, S.r.l., relating to the tax years 2014 and 2015. The Company met with the Italian tax authorities in the fourth quarter of 2018 and second quarter of 2019 to discuss these assessments and no resolution was agreed upon, so the Company filed for competent authority relief from these assessments under MAP in the second quarter of 2019, consistent with the Company’s previous filings for 2008 through 2013. During the third quarter of 2019, the Italian and Spanish tax authorities proposed a settlement relating to the Company’s competent authority requests for tax years 2007 through 2010. The Company is currently reviewing the settlement proposal and considering its available options. Tax years 2011 through 2015 are still pending competent authority review. As of September 30, 2019, the Company believes it has adequate reserves for uncertain tax positions with respect to these and all other audits.

During the third quarter of 2019, Houghton’s Italian subsidiary received a tax assessment related to the 2014 tax year. In addition, tax years 2015 through 2017 are also under audit. The Company is still assessing the technical merits of the 2014 assessment and, therefore, has not recorded a reserve for this jeopardy tax assessment as of September 30, 2019.