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Taxes on Income
12 Months Ended
Dec. 31, 2020
Taxes on Income and Uncertain Tax Positions [Abstract]  
Taxes on Income [Text Block]
Note 10 – Taxes
 
on Income
 
On December 22, 2017, the U.S. government enacted
 
comprehensive tax legislation commonly referred to as U.S. Tax
 
Reform.
 
U.S. Tax Reform
 
implemented a new system of taxation for non-U.S. earnings which
 
eliminated U.S. federal income taxes on
dividends from certain foreign subsidiaries and imposed
 
a one-time transition tax on the deemed repatriation of undistributed
 
earnings
of certain foreign subsidiaries that is payable over eight
 
years.
 
Following numerous regulations, notices, and other formal
 
guidance published by the Internal Revenue Service (“I.R.S.”),
 
U.S.
Department of Treasury,
 
and various state taxing authorities, the Company has completed
 
its accounting for the transition tax and has
elected to pay its $
15.5
 
million transition tax in installments over eight years as permitted
 
under U.S. Tax
 
Reform.
 
As of December
31, 2020, $
7.0
 
million in installments have been paid with the remaining
 
$
8.5
 
million to be paid through installments in future years.
As of December 31, 2020, the Company has a deferred
 
tax liability of $
5.9
 
million on certain undistributed foreign earnings,
which primarily represents the Company’s
 
estimate of the non-U.S. income taxes the Company will incur
 
to ultimately remit certain
earnings to the U.S.
 
The Company’s reinvestment
 
assertions are further explained below.
Taxes on income
 
before equity in net income of associated companies for the
 
years ended December 31, 2020, 2019 and 2018 are
as follows:
2020
2019
2018
Current:
Federal
$
(1,359)
$
(239)
$
6,583
State
1,171
352
(1,844)
Foreign
33,173
26,213
12,114
32,985
26,326
16,853
Deferred:
Federal
(28,437)
(9,267)
7,859
State
(3,087)
(396)
(173)
Foreign
(6,757)
(14,579)
511
Total
$
(5,296)
$
2,084
$
25,050
The components of earnings before income taxes for the
 
years ended December 31, 2020, 2019 and 2018 are as follows:
2020
2019
2018
U.S.
$
(66,585)
$
(46,697)
$
27,387
Foreign
93,724
75,601
55,711
Total
$
27,139
$
28,904
$
83,098
Total deferred
 
tax assets and liabilities are composed of the following
 
as of December 31, 2020 and 2019:
2020
2019
Retirement benefits
$
15,237
$
15,142
Allowance for doubtful accounts
2,316
2,253
Insurance and litigation reserves
842
1,002
Performance incentives
5,914
7,213
Equity-based compensation
1,282
1,050
Prepaid expense
756
2,976
Insurance settlement
3,895
Operating loss carryforward
16,693
16,044
Foreign tax credit and other credits
24,873
34,384
Interest
16,812
11,479
Restructuring reserves
1,121
2,167
Right of use lease assets
9,346
10,015
Royalties and license fees
2,156
Inventory reserves
2,225
2,163
Research and development
7,974
2,580
Other
3,005
1,317
108,396
115,836
Valuation
 
allowance
(21,511)
(13,834)
Total deferred
 
tax assets, net
$
86,885
$
102,002
Depreciation
15,473
17,754
Foreign pension and other
1,807
1,269
Amortization and other
222,794
254,359
Lease liabilities
9,151
9,965
Outside basis in equity investment
7,938
6,776
Unremitted Earnings
5,919
8,228
Total deferred
 
tax liabilities
$
263,082
$
298,351
The Company has $
11.3
 
million of deferred tax assets related to state net operating
 
losses.
 
A partial valuation allowance of $
8.0
million has been established against this amount resulting
 
in a net $
3.3
 
million expected future benefit.
 
Management analyzed the
expected impact of the reversal of existing taxable temporary
 
differences, considered expiration dates, analyzed
 
current state tax laws,
and determined that $
3.3
 
million of state net operating loss carryforwards will be
 
realized based on the reversal of deferred tax
liabilities.
 
These state net operating losses are subject to various
 
carryforward periods of
5
 
years to
20
 
years or an indefinite
carryforward period.
 
An additional $
1.0
 
million of valuation allowance was established for other net
 
state deferred tax assets.
The Company has $
5.4
 
million of deferred tax assets related to foreign net operating
 
loss carryforwards.
 
A partial valuation
allowance of $
1.7
 
million has been established against the $
5.4
 
million due to the expected expiration of these losses before
 
they are
able to be utilized.
 
These foreign net operating losses are subject to various carryforward
 
periods with the majority having an
indefinite carryforward period.
 
An additional partial valuation allowance of $
0.6
 
million has been established against certain other
foreign deferred tax assets.
In conjunction with the Combination, the Company
 
acquired foreign tax credit deferred tax assets of $
41.8
 
million expiring
between 2019 and 2028.
 
Foreign tax credits may be carried forward for
10
 
years.
 
As of December 31, 2019, the foreign tax credit
carry forward was $
33.7
 
million with an $
8.2
 
million valuation allowance recorded against the deferred
 
tax asset.
 
Management
analyzed the expected impact of the utilization of foreign
 
tax credits based on certain assumptions such as projected
 
U.S. taxable
income, overall domestic loss recapture, and annual limitations due
 
to the ownership change under the Internal Revenue
Code.
 
Consequently, as of
 
December 31, 2020, the foreign tax credit carry forward
 
was $
24.9
 
million with a $
10.2
 
million valuation
allowance reflecting the amount of credits that are not
 
expected to be utilized before expiration.
 
The Company also acquired disallowed interest deferred
 
tax assets of $
14.0
 
million as part of the Combination.
 
Disallowed
interest may be carried forward indefinitely.
 
Management analyzed the expected impact of the utilization
 
of disallowed interest
carryforwards based on projected US taxable income
 
and determined that the Company will utilize all expected future
 
benefits by
2022.
 
As of December 31, 2020, the Company had a net realizable disallowed
 
interest carryforward of $
15.7
 
million on its balance
sheet.
As of December 31, 2020, the Company had deferred tax
 
liabilities of $
222.8
 
million primarily related to the step-up in
intangibles resulting from the Combination and Norman
 
Hay acquisition.
 
As part of the Combination, the Company acquired a
50
% interest in the Korea Houghton Corporation joint venture and
 
has
recorded a $
7.9
 
million deferred tax liability for its outside basis difference.
The following are the changes in the Company’s
 
deferred tax asset valuation allowance for the years ended
 
December 31, 2020,
2019 and 2018:
Effect of
 
Balance at
Purchase
Additional
Allowance
Exchange
Balance
 
Beginning
Accounting
Valuation
Utilization
Rate
at End
of Period
Adjustments
Allowance
and Other
Changes
of Period
Valuation
 
Allowance
Year
 
ended December 31, 2020
$
13,834
$
7,148
$
2,738
$
(2,153)
$
(56)
$
21,511
Year
 
ended December 31, 2019
$
7,520
$
13,752
$
832
$
(8,227)
$
(43)
$
13,834
Year
 
ended December 31, 2018
$
7,401
$
$
650
$
(471)
$
(60)
$
7,520
The Company’s net deferred
 
tax assets and liabilities are classified in the Consolidated Balance
 
Sheets
 
as of December 31, 2020
and 2019 as follows:
2020
2019
Non-current deferred tax assets
$
16,566
$
14,745
Non-current deferred tax liabilities
192,763
211,094
Net deferred tax liability
$
(176,197)
$
(196,349)
The following is a reconciliation of income taxes at the Federal
 
statutory rate with income taxes recorded by the Company
 
for the
years ended December 31, 2020, 2019 and 2018:
2020
2019
2018
Income tax provision at the Federal statutory tax rate
$
5,699
$
6,070
$
17,458
Unremitted earnings
(2,308)
(4,383)
7,857
Tax law changes
 
/ reform
(1,059)
(416)
(3,118)
Sub part F / Global intangible low taxed income
5,140
574
2,095
Pension settlement
(2,247)
Foreign derived intangible income
(7,339)
(1,699)
(1,034)
Non-deductible acquisition expenses
131
1,743
1,019
Withholding taxes
7,809
8,621
1,161
Foreign tax credits
(4,699)
(3,787)
(1,911)
Share-based compensation
335
(540)
259
Foreign tax rate differential
596
920
1,081
Research and development credit
(475)
(306)
(230)
Uncertain tax positions
1,990
899
(79)
State income tax provisions, net
(2,245)
(117)
196
Non-deductible meals and entertainment
290
318
415
Intercompany transfer of intangible assets
(4,384)
(5,318)
Miscellaneous items, net
(2,530)
(495)
(119)
Taxes on income
 
before equity in net income of associated companies
$
(5,296)
$
2,084
$
25,050
Pursuant to U.S. Tax
 
Reform, the Company recorded a $
15.5
 
million transition tax liability for U.S. income taxes on the
undistributed earnings of non-U.S. subsidiaries.
 
However, the Company may also
 
be subject to other taxes, such as withholding taxes
and dividend distribution taxes, if these undistributed
 
earnings are ultimately remitted to the U.S.
 
As a result of the Combination,
additional third-party debt was incurred resulting in
 
the Company re-evaluating its global cash strategy in order
 
to meet its goal of
reducing leverage in upcoming years.
 
As of December 31, 2020, the Company has a deferred tax
 
liability $
5.9
 
million, which
primarily represents the estimate of the non-U.S.
 
taxes the Company will incur to ultimately remit these earnings to
 
the U.S.
 
It is the
Company’s current inten
 
tion to reinvest its additional undistributed earnings of non-U.S.
 
subsidiaries to support working capital needs
and certain other growth initiatives outside of the U.S.
 
The amount of such undistributed earnings at December 31, 2020 was
approximately $
322.6
 
million.
 
Any tax liability which might result from ultimate remittance
 
of these earnings is expected to be
substantially offset by foreign tax credits (subject
 
to certain limitations).
 
It is currently impractical to estimate any such incremental
tax expense.
As of December 31, 2020, the Company’s
 
cumulative liability for gross unrecognized tax benefits was $
22.2
 
million. The
Company had accrued approximately $
3.9
 
million for cumulative penalties and $
3.0
 
million for cumulative interest as of December
31, 2020.
 
As of December 31, 2019, the Company’s
 
cumulative liability for gross unrecognized tax benefits was $
19.1
 
million. The
Company had accrued approximately $
3.1
 
million for cumulative penalties and $
2.3
 
million for cumulative interest as of December
31, 2019.
The Company continues to recognize interest and penalties
 
associated with uncertain tax positions as a component of
 
tax expense
on income before equity in net income of associated companies
 
in its Consolidated Statements of Income.
 
The Company recognized
an expense of less than $
0.1
 
million for penalties and $
0.6
 
million for interest (net of expirations and settlements) in its Consolidated
Statement of Income for the year ended December 31,
 
2020, a credit of $
0.2
 
million for penalties and an expense of $
0.2
 
million for
interest (net of expirations and settlements) in its Consolidated
 
Statement of Income for the year ended December 31, 2019, and
 
a
credit of $
0.2
 
million for penalties and a credit of $
0.1
 
million for interest (net of expirations and settlements)
 
in its Consolidated
Statement of Income for the year ended December 31,
 
2018.
The Company estimates that during the year ending December
 
31, 2021, it will reduce its cumulative liability for gross
unrecognized tax benefits by approximately $
1.5
 
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, 2021.
 
A reconciliation of the beginning and ending amounts
 
of unrecognized tax benefits for the years ended December
 
31, 2020, 2019
and 2018, respectively,
 
is as follows:
2020
2019
2018
Unrecognized tax benefits as of January 1
$
19,097
$
7,050
$
6,761
Increase (decrease) in unrecognized tax benefits taken
 
in prior periods
2,025
(28)
(183)
Increase in unrecognized tax benefits taken in current period
3,095
1,935
2,023
Decrease in unrecognized tax benefits due to lapse of statute of
 
limitations
(3,659)
(1,029)
(1,292)
Increase in unrecognized tax benefits due to acquisition
597
11,301
Increase (decrease) due to foreign exchange rates
997
(132)
(259)
Unrecognized tax benefits as of December
 
31
$
22,152
$
19,097
$
7,050
The amount of net unrecognized tax benefits above that, if
 
recognized, would impact the Company’s
 
tax expense and effective tax
rate is $
14.7
 
million, $
13.3
 
million and $
2.2
 
million for the years ended December 31, 2020, 2019
 
and 2018, respectively.
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 Italy
 
from
2006
, Brazil from
2011
,
Mexico, the Netherlands and China from
2015
, Spain, Germany and the United Kingdom from
2016
, Canada and the U.S. from
2017
,
India from fiscal year beginning April 1,
2018
 
and ending March 31, 2019, and various U.S. state tax jurisdictions
 
from
2011
.
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 2015. The Company 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.
In 2020, the respective tax authorities in Italy,
 
Spain, and Netherland reached agreement with respect to the
 
MAP proceedings, which
the Company has accepted. As a result, the Company has
 
recorded an estimated tax liability of $
0.9
 
million to finalize these
proceedings, net of refunds expected to be received from
 
the Spanish and Dutch tax authorities.
 
As of December 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 of December 31, 2020, the Company has a $
5.8
 
million reserve for uncertain tax positions relating to matters
related to this audit.
 
Since this reserve relates to the tax periods prior to August 1,
 
2019, the tax liability was established through
purchase accounting related to the Combination.
 
The Company has also submitted an indemnification claim
 
against funds held in
escrow by Houghton’s former
 
owners and as a result, a corresponding $
5.8
 
million indemnification receivable has also been
established through purchase accounting.
Houghton Deutschland GmbH is also under audit by
 
the German tax authorities for tax years 2015-2017.
 
Based on preliminary
audit findings, primarily related to transfer pricing, the
 
Company has recorded a reserve for $
0.9
 
million as of December 31, 2020.
 
Of
this amount, $
0.8
 
million relates to tax periods prior to the Combination and
 
therefore the Company has submitted an indemnification
claim with Houghton’s
 
former owners for any tax liabilities arising pre-Combination.
 
As a result, a corresponding $
0.8
 
million
indemnification receivable has also been established
 
to offset the $
0.8
 
million tax liability.