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Income Taxes and Uncertain Tax Positions
3 Months Ended
Mar. 31, 2020
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 months ended March 31, 2020 was a benefit of 31.1% compared to an expense of 26.8% for the three months ended March 31, 2019. The Company’s effective tax rate for the three months ended March 31, 2020 was impacted by the tax effect of certain one-time pre-tax losses as well as certain tax charges and benefits in the current period including those related to changes in foreign tax credit valuation allowances, tax law changes in a foreign jurisdiction, and the tax impact of the Company’s termination of its Legacy Quaker U.S. Pension Plan. Comparatively, the prior year first quarter effective tax rate was impacted by certain non-deductible costs associated with the Combination.

On March 27, 2020, in response to COVID-19 and its detrimental impact to the global economy, the CARES Act was enacted into law, providing a stimulus to the U.S. economy in the form of various individual and business assistance programs as well as temporary changes to existing tax law. Among the changes include a postponement of certain tax payments, deferral of the employer’s portion of the social security tax and certain other payroll-related incentives, and an increase in the interest expense limitation under Section 163(j) of the Internal Revenue Code from 30% to 50% for the 2019 and 2020 tax years. ASC 740 requires the tax effects of changes in tax laws or rates to be recorded in the period of enactment. Under the CARES Act, the Company has the option to use its 2019 adjusted taxable income in determining its interest expense limitation under Section 163(j). While the Company is still considering whether to make this election for 2020, the current quarter tax provision takes into account this potential election and associated tax benefit, which offsets an increase to the Company’s foreign tax credit valuation allowance recognized during the current quarter primarily driven by changes in current year projected taxable income due to the negative impacts from COVID-19. In addition, the Company reviewed its existing deferred tax assets in light of COVID-19 and determined that, at this time, no change in valuation allowance is required except with regard to its foreign tax credits as noted above. While the ultimate impact of COVID-19 on the Company’s results of operations is still uncertain, the Company will continue to assess future changes in projected taxable income to determine if they result in additional changes to any of the Company’s valuation allowances.

As previously disclosed in its 2019 Form 10-K, the Company had a deferred tax liability of $8.2 million, which primarily represents the Company’s estimate of non-U.S. taxes it will incur to repatriate certain foreign earnings to the U.S. During the first quarter of 2020, the Company made certain adjustments to the deferred tax liability to take into account a tax law change enacted in the quarter in a certain foreign jurisdiction, the inclusion of other earnings to be repatriated, and the actual repatriation of earnings, resulting in a deferred tax liability of $7.4 million as of March 31, 2020.

As of March 31, 2020, the Company’s cumulative liability for gross unrecognized tax benefits was $19.0 million, a decrease of $0.1 million from the cumulative liability accrued as of December 31, 2019.

The Company continues to recognize interest and penalties associated with uncertain tax positions as a component of taxes on (loss) income before equity in net income of associated companies in its Condensed Consolidated Statements of Operations. The Company recognized an expense of less than $0.1 million for interest and a benefit of $0.1 million for penalties in its Condensed Consolidated Statement of Operations for the three months ended March 31, 2020, and recognized an expense of $0.1 million for interest and an expense of less than $0.1 million for penalties in its Condensed Consolidated Statement of Operations for the three months ended March 31, 2019. As of March 31, 2020, the Company had accrued $2.2 million for cumulative interest and $3.3 million for cumulative penalties in its Condensed Consolidated Balance Sheets, compared to $2.3 million for cumulative interest and $3.1 million for cumulative penalties accrued at December 31, 2019.

During the three months ended March 31, 2020 and 2019, the Company recognized decreases of $0.8 million and $0.1 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, 2020 it will reduce its cumulative liability for gross unrecognized tax benefits by approximately $2.4 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, 2020.

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 and the United Kingdom from 2014, Mexico, Spain and Germany from 2015, India from fiscal year beginning April 1, 2017 and ending March 31, 2018, the U.S. from 2016, and various U.S. state tax jurisdictions from 2010.

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 the second quarter of 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 to discuss these assessments and no resolution was agreed upon, so the Company filed an appeal with the first level of tax court in Italy. If the appeal is not successful in materially reducing the assessed tax, then the Company will further evaluate its options including potentially filing for competent authority relief from these assessments under MAP, consistent with the Company’s previous filings for 2008 through 2013. As of March 31, 2020, the Company believes it has adequate reserves for uncertain tax positions with respect to these and all other audits.

Houghton Italia, S.r.l is also currently involved in a corporate income tax audit with the Italian tax authorities covering tax years 2014 through 2018. As part of the purchase accounting related to the Combination, the Company has established a $5.4 million reserve for uncertain tax positions relating to this audit. These amounts relate to the 2014 to 2018 audit periods as well as the seven-month period in 2019 prior to the Combination. Since these amounts relate to tax periods prior to the Combination, the Company expects that it would file an indemnification claim with Houghton’s former owners for any tax liabilities arising pre-Combination. As a result, a corresponding $5.4 million indemnification receivable has also been established through purchase accounting that would offset the $5.4 million in tax liabilities booked through purchase accounting. As of March 31, 2020, the Company believes it has adequate reserves for uncertain tax positions.