Significant components of the provision (benefit) for income taxes for continuing operations are as follows
:
| | | 2017 | | | 2016 | | | 2015 | |
| Current: | | | | | | | | | | | | |
| U.S. Federal | | $ | 12 | | | $ | 11 | | | $ | 5 | |
| U.S. State | | | 18 | | | | 8 | | | | 28 | |
| Foreign | | | 6,005 | | | | 3,793 | | | | 1,956 | |
| Total current | | | 6,035 | | | | 3,812 | | | | 1,989 | |
| Deferred: | | | | | | | | | | | | |
| U.S. Federal | | | (3,451 | ) | | | 91 | | | | 89 | |
| U.S. State | | | (481 | ) | | | 47 | | | | 49 | |
| Foreign | | | 141 | | | | (1,203 | ) | | | 84 | |
| Total deferred | | | (3,791 | ) | | | (1,065 | ) | | | 222 | |
| | | $ | 2,244 | | | $ | 2,747 | | | $ | 2,211 | |
Income (loss) before income taxes from continuing operations consisted of the following
:
| | | 2017 | | | 2016 | | | 2015 | |
| U.S. | | $ | 1,430 | | | $ | (13,420 | ) | | $ | (5,214 | ) |
| Foreign | | | 33,935 | | | | 19,427 | | | | 13,217 | |
| Total | | $ | 35,365 | | | $ | 6,007 | | | $ | 8,003 | |
The Tax Act was enacted on
December 22, 2017,
and introduces significant changes to U.S. income tax law. Effective in
2018,
the Tax Act reduces the U.S. statutory tax rate from
35%
to
21%
and creates new taxes on certain foreign-sourced earnings and related-party payments, which are referred to as the global intangible low-taxed income tax and the base erosion and anti-abuse tax, respectively. In addition, in
2017
we were subject to a
one
-time transition tax on accumulated foreign subsidiary earnings
not
previously subject to U.S. income tax. The Tax Act also repealed the alternative minimum tax (AMT) effective
January 1, 2018,
and made changes to net operating loss provisions, expensing of certain assets and capitalization of research and development expense with such changes effective for
2018
and later years.
Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, we have made reasonable estimates of the effects and recorded provisional amounts in our financial statements as of
December 30, 2017.
As we collect and prepare necessary data, and interpret the Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, we
may
make adjustments to the provisional amounts. Those adjustments
may
materially impact our provision for income taxes and effective tax rate in the period in which the adjustments are made. The accounting for the tax effects of the Tax Act will be completed in
2018
in accordance with SAB
118.
Provisional amounts for the following income tax effects of the Tax Act have been recorded as of
December 30, 2017,
and are subject to change during
2018.
The Tax Act requires us to pay U.S. income taxes on accumulated foreign subsidiary earnings
not
previously subject to U.S. income tax at a rate of
15.5%
to the extent of foreign cash and certain other net current assets and
8%
on the remaining earnings. Foreign tax credits and net operating losses
may
be used to reduce this tax which is referred to as a transition or deemed repatriation tax. We recorded a provisional amount for our
one
-time transition tax liability of
$16.6
million and used foreign tax credits and net operating losses to fully offset this liability. We have recorded provisional amounts based on estimates of the effects of the Tax Act as the analysis requires significant data from our foreign subsidiaries that is
not
regularly collected or analyzed.
The Tax Act reduces the U.S. statutory tax rate from
35%
to
21%
for years after
2017.
Accordingly, we have remeasured our deferred taxes as of
December 30, 2017
to reflect the reduced rate that will apply in future periods when these deferred taxes are settled or realized. We recognized a deferred tax benefit of
$4.0
million, net of a reduction in the related valuation allowance, to reflect the reduced U.S. tax rate and other effects of the Tax Act including the change in the life of NOL carryforwards from
20
years to indefinite. Although the tax rate reduction is known, we have
not
collected the necessary data to complete our analysis of the effect of the Tax Act on the underlying deferred taxes and as such, the amounts recorded as of
December 30, 2017
are provisional.
Beginning in
2018,
the Tax Act provides a
100%
deduction for dividends received from
10
-percent owned foreign corporations by U.S. corporate shareholders, subject to a
one
-year holding period. Although dividend income is now exempt from U.S. federal tax i
n the hands of U.S. corporate shareholders, companies must still apply the guidance of ASC
740
-
30
-
25
-
18
to account for the tax consequences of outside basis differences and other tax impacts of their investments in non-U.S. subsidiaries. Deferred tax liabilities are recognized for taxes payable on the unremitted earnings from foreign operations of our subsidiaries, except where it is our intention to indefinitely reinvest a portion or all of these undistributed earnings.
As we complete our analysis of the Tax Act and incorporate additional guidance that
may
be issued by the U.S. Treasury Department, the IRS or other standard-setting bodies, we
may
identify additional effects
not
reflected as of
December 30, 2017.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and tax purposes. Significant components of our deferred tax assets and liabilities were as follows:
| | | 2017 | | | 2016 | |
| Deferred tax assets: | | | | | | | | |
| Inventory, receivable and warranty reserves | | $ | 3,417 | | | $ | 5,868 | |
| Net operating loss carryforwards | | | 7,467 | | | | 11,681 | |
| Tax credit carryforwards | | | 14,724 | | | | 13,715 | |
| Accrued employee benefits | | | 4,796 | | | | 5,002 | |
| Deferred profit and gain on facility sale | | | 3,617 | | | | 5,412 | |
| Stock-based compensation | | | 1,897 | | | | 4,189 | |
| Acquisition basis differences | | | 1,606 | | | | 1,334 | |
| Other | | | 208 | | | | 103 | |
| Gross deferred tax assets | | | 37,732 | | | | 47,304 | |
| Less valuation allowance | | | (31,491 | ) | | | (44,731 | ) |
| Total deferred tax assets | | | 6,241 | | | | 2,573 | |
| Deferred tax liabilities: | | | | | | | | |
| Depreciation and fixed asset related | | | 120 | | | | 53 | |
| Acquisition basis differences | | | 5,518 | | | | 7,423 | |
| Unremitted earnings of foreign subsidiaries | | | 2,002 | | | | - | |
| Other | | | 437 | | | | 662 | |
| Total deferred tax liabilities | | | 8,077 | | | | 8,138 | |
| Net deferred tax liabilities | | $ | (1,836 | ) | | $ | (5,565 | ) |
Companies are required to assess whether a valuation allowance should be recorded against their deferred tax assets (“DTAs”) based on the consideration of all available evidence, using a “more likely than
not”
realization standard. The
four
sources of taxable income that must be considered in determining whether DTAs will be realized are, (
1
) future reversals of existing taxable temporary differences (i.e. offset of gross deferred tax assets against gross deferred tax liabilities); (
2
) taxable income in prior carryback years, if carryback is permitted under the tax law; (
3
) tax planning strategies and (
4
) future taxable income exclusive of reversing temporary differences and carryforwards.
In assessing whether a valuation allowance is required, significant weight is to be given to evidence that can be objectively verified. We have evaluated our DTAs each reporting period, including an assessment of our cumulative income or loss over the prior
three
-year period and future periods, to determine if a valuation allowance was required. A significant negative factor in our assessment was Cohu's
three
-year cumulative U.S. loss history at the end of various fiscal periods including
2017.
As a result of our cumulative,
three
-year U.S. GAAP pretax loss from continuing operations at the end of
2017
we were unable to conclude at
December 30, 2017,
that it was “more likely than
not”
that our U.S. DTAs would be realized. We will evaluate the realizability of our DTAs at the end of each quarterly reporting period in
2018
and should circumstances change it is possible the remaining valuation allowance, or a portion thereof, will be reversed in a future period.
Our valuation allowance on our DTAs at
December 30, 2017,
and
December 31, 2016,
was approximately
$31.5
million and
$44.7
million, respectively. The remaining gross DTAs for which a valuation allowance was
not
recorded are realizable primarily through future reversals of existing taxable temporary differences.
As the realization of DTAs is determined by tax jurisdiction, the deferred tax liabilities recorded as part of the
2008
acquisition of Rasco, a German corporation, the fiscal
2013
acquisition of Ismeca, a Swiss Corporation, and the fiscal
2017
acquisition of Kita Japan, a Japanese company were
not
a source of taxable income in assessing the realization of our DTAs in the U.S.
The reconciliation of income tax computed at the U.S. federal statutory tax rate to the provision for income taxes for continuing operations is as follows:
| | | 2017 | | | 2016 | | | 2015 | |
| Tax provision at U.S. 35% statutory rate | | $ | 12,378 | | | $ | 2,102 | | | $ | 2,801 | |
| Impact of Tax Act, before reduction in valuation allowance | | | 12,397 | | | | - | | | | - | |
| State income taxes, net of federal tax benefit | | | 56 | | | | 168 | | | | (152 | ) |
| Settlements, adjustments and releases from statute expirations | | | (1,731 | ) | | | (312 | ) | | | (104 | ) |
| Federal tax credits | | | (371 | ) | | | (183 | ) | | | (221 | ) |
| Stock-based compensation | | | (2,801 | ) | | | 168 | | | | 156 | |
| Change in valuation allowance | | | (13,484 | ) | | | 2,430 | | | | 2,181 | |
| Non-deductible transaction related costs | | | 577 | | | | 463 | | | | - | |
| Foreign income taxed at different rates | | | (4,866 | ) | | | (2,378 | ) | | | (2,601 | ) |
| Other, net | | | 89 | | | | 289 | | | | 151 | |
| | | $ | 2,244 | | | $ | 2,747 | | | $ | 2,211 | |
Our effective tax rate for each of the years presented was impacted by earnings realized in foreign jurisdictions with statutory tax rates lower than the U.S. federal statutory tax rate. Included in
2017
foreign income taxed at different rates is
$2.0
million of foreign withholding tax that we accrued in the event we repatriate funds from certain of our foreign subsidiaries. Beginning in
2018,
earnings realized in foreign jurisdictions will be subject to U.S. tax in accordance with the Tax Act. State income taxes, net of federal benefit, have been reduced by research tax credits totaling approximately
$0.2
million,
$0.2
million and
$0.4
million in
2017,
2016
and
2015,
respectively.
At
December 30, 2017,
we had federal and state net operating loss carryforwards of approximately
$31.2
million and
$19.0
million, respectively, that expire in various tax years beginning in
2018
through
2036
or have
no
expiration date. We also have federal and state tax credit carryforwards at
December 30, 2017
of approximately
$7.6
million and
$14.1
million, respectively, certain of which expire in various tax years beginning in
2018
through
2037
or have
no
expiration date. The federal and state loss and credit carryforwards are subject to annual limitations under Sections
382
and
383
of the Internal Revenue Code and applicable state tax law. We believe the state tax credit is
not
likely to be realized.
We have certain tax holidays with respect to our operations in Malaysia and the Philippines. These holidays require compliance with certain conditions and expire at various dates through
2027.
The impact of these holidays was an increase in net income of approximately
$2.8
million or
$0.10
per share in
2017,
$1.0
million, or
$0.04
per share, in
2016
and
$0.8
million, or
$0.03
per share, in fiscal
2015.
A reconciliation of our gross unrecognized tax benefits, excluding accrued interest and penalties, is as follows:
| | | 2017 | | | 2016 | | | 2015 | |
| Balance at beginning of year | | $ | 10,075 | | | $ | 10,444 | | | $ | 10,841 | |
| Gross additions for tax positions of current year | | | 200 | | | | 125 | | | | 215 | |
| Gross additions for tax positions of prior years | | | 958 | | | | 58 | | | | 248 | |
| Reductions due to lapse of the statute of limitations | | | (1,148 | ) | | | (446 | ) | | | (243 | ) |
| Foreign exchange rate impact | | | 236 | | | | (106 | ) | | | (617 | ) |
| Balance at end of year | | $ | 10,321 | | | $ | 10,075 | | | $ | 10,444 | |
The gross additions for tax positions of prior years is primarily related to the Kita acquisition.
If the unrecognized tax benefits at
December 30, 2017
are ultimately recognized, approximately
$4.3
million (
$5.2
million at
December 31, 2016)
would result in a reduction in our income tax expense and effective tax rate. It is reasonably possible that our gross unrecognized tax benefits as of
December 30, 2017,
could decrease in
2018
by approximately
$0.6
million as a result of the expiration of certain statutes of limitations.
We recognize interest and penalties related to unrecognized tax benefits in income tax expense. Cohu had approximately
$1.1
million and
$1.2
million accrued for the payment of interest and penalties at
December
30,
2017,
and
December 31, 2016,
respectively. Interest expense, net of accrued interest reversed, was $(
0.3
) million in
2017,
not
significant in
2016
and
$0.1
million in
2015.
Our U.S. federal and state income tax returns for years after
2013
and
2012,
respectively, remain open to examination, subject to the statute of limitations. Net operating loss and credit carryforwards arising prior to these years are also open to examination if and when utilized. The statute of limitations for the assessment and collection of income taxes related to our foreign tax returns varies by country. In the foreign countries where we have significant operations these time periods generally range from
four
to
ten
years after the year for which the tax return is due or the tax is assessed.