v3.19.1
Income Taxes
12 Months Ended
Dec. 29, 2018
Income Tax Disclosure [Abstract]  
Income Taxes
Loss before income taxes are comprised of the following components for the periods indicated:
 
 
Year Ended December 29, 2018
 
Year Ended December 30, 2017
 
Year Ended December 31, 2016
 
 
United States based operations
$
(53,254
)
 
$
(24,624
)
 
$
(15,442
)
 
Non-United States based operations
(14,317
)
 
(1,639
)
 
(6,454
)
 
Loss before income taxes
$
(67,571
)
 
$
(26,263
)
 
$
(21,896
)

Below are the components of the Company's income tax (benefit) provision for the periods indicated:
 
 
Year Ended
December 29, 2018
 
Year Ended
December 30, 2017
 
Year Ended December 31, 2016
 
 
Current:
 
 
 
 
 
 
Federal & State
$
263

 
$
164

 
$
368

 
Foreign
67

 
814

 
18

 
Total current
330

 
978

 
386

 
Deferred:
 
 
 
 
 
 
Federal & State
(11,679
)
 
(85,461
)
 
(7,464
)
 
Foreign
(4,741
)
 
(1,989
)
 
(847
)
 
Total deferred
(16,420
)
 
(87,450
)
 
(8,311
)
 
Valuation allowance
18,160

 
1,561

 
235

 
Income tax expense/(benefit)
$
2,070

 
$
(84,911
)
 
$
(7,690
)

The Company has U.S. federal net operating loss (“NOL”) carryforwards totaling $195,746 as of December 29, 2018 that are available to offset future taxable income. These carryforwards expire from 2028 to 2038. Approximately $59,611 of the U.S. federal NOLs were acquired with the MinuteKey purchase. The MinuteKey NOLs are subject to limitation under IRC §382 from current and prior ownership changes. The Company believes that the acquired NOLs will be utilized. Approximately $23,965 of the U.S. federal NOL carryforwards are subject to dual consolidated loss limitations. In 2018, the Company established a valuation allowance on these carryforward losses given the Company's inability to generate sufficient taxable income to mitigate the dual consolidated loss limitation. In addition, the Company's foreign subsidiaries have NOL carryforwards aggregating $23,515. A portion of these carryforwards expire from 2025 to 2034. Management has recorded a valuation allowance of $3,632 against the deferred tax assets recorded for these foreign subsidiaries.

The Company has state NOL carryforwards with an aggregate tax benefit of $6,650 which expire from 2018 to 2038. Management estimates that the Company will utilize the state loss carryforwards before they expire. In 2018, the valuation allowance for state NOL carryforwards decreased by $162 primarily due to the changes established with the 2017 Tax Act's impact to certain local income tax filings.
The Company has $896 of general business tax credit carryforwards which expire from 2018 to 2038. A valuation allowance of $287 has been maintained for a portion of these tax credits. The Company has $822 of foreign tax credit carryforwards which expire from 2019 to 2025. A valuation allowance of $822 has been established for these credits given insufficient foreign source income projected to utilize these credits.
The table below reflects the significant components of the Company's net deferred tax assets and liabilities at December 29, 2018 and December 30, 2017:
 
 
As of December 29, 2018
 
As of December 30, 2017
 
 
Non-current
 
Non-current
Deferred Tax Asset:
 
 
 
 
Inventory
 
$
12,798

 
$
8,717

Bad debt reserve
 
838

 
853

Casualty loss reserve
 
405

 
546

Accrued bonus / deferred compensation
 
3,517

 
2,825

Deferred rent
 
995

 
791

Derivative security value
 
362

 

Interest limitation
 
14,187

 

Deferred financing fees
 

 
359

Deferred revenue - shipping terms
 
301

 
301

Medical insurance reserve
 
12

 
186

Original issue discount amortization
 
3,649

 
3,882

Transaction costs
 
2,301

 
2,683

Federal / foreign net operating loss
 
47,171

 
26,838

State net operating loss
 
6,650

 
3,082

Tax credit carryforwards
 
4,984

 
4,312

All other
 
36

 
2,007

Gross deferred tax assets
 
98,206

 
57,382

Valuation allowance for deferred tax assets
 
(24,993
)
 
(3,396
)
Net deferred tax assets
 
$
73,213

 
$
53,986

Deferred Tax Liability:
 
 
 
 
Intangible asset amortization
 
$
238,929

 
$
177,338

Property and equipment
 
34,327

 
21,385

All other items
 
653

 
991

Deferred tax liabilities
 
$
273,909

 
$
199,714

Net deferred tax liability
 
$
200,696

 
$
145,728


Realization of the net deferred tax assets is dependent on the reversal of deferred tax liabilities and generating sufficient taxable income prior to their expiration. Although realization is not assured, management estimates it is more likely than not that the net deferred tax assets will be realized. The amount of net deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward periods are reduced. In 2018, the Company established a valuation allowance in the amount of $14,187 against the portion of interest expense that is not currently deductible for domestic federal income tax due to the Tax Cuts and Jobs Act of 2017 ("2017 Tax Act") effective for the first year beginning after December 31, 2017. In addition, the Company established a valuation allowance of $6,100 on U.S. federal NOLs subject to dual consolidated loss limitations.

Hillman considers the earnings of certain non-U.S. subsidiaries to be indefinitely invested outside the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for reinvestment of those subsidiary earnings. The Company has not recorded a deferred tax liability related to the U.S. federal and state income taxes and foreign withholding taxes of undistributed earnings of foreign subsidiaries indefinitely invested outside the United States. Should management decide to repatriate the foreign earnings, the Company would need to adjust the income tax provision in the period the earnings will no longer be indefinitely invested outside the United States.





Below is a reconciliation of statutory income tax rates to the effective income tax rates for the periods indicated:
 
 
Year Ended
December 29, 2018
Year Ended
December 30, 2017
Year Ended December 31, 2016
Statutory federal income tax rate
 
21.0
 %
35.0
 %
35.0
 %
Non-U.S. taxes and the impact of non-U.S. losses for which a current tax benefit is not available
 
0.9
 %
6.9
 %
8.1
 %
State and local income taxes, net of U.S. federal income tax benefit
 
(0.5
)%
3.4
 %
2.8
 %
Adjustment of reserve for change in valuation allowance and other items
 
(21.7
)%
(6.5
)%
0.5
 %
Adjustment for change in tax law
 
(0.9
)%
281.4
 %
(3.1
)%
Adjustment of unrecognized tax benefits
 
 %
1.4
 %
(7.7
)%
Permanent differences:
 
 
 
 
Acquisition and related transaction costs
 
(2.7
)%
 %
(0.3
)%
Meals and entertainment expense
 
(0.3
)%
(0.9
)%
(0.9
)%
Foreign tax credit
 
 %
 %
0.3
 %
Reconciliation of tax provision to return
 
 %
1.7
 %
(0.3
)%
Reconciliation of other adjustments
 
1.1
 %
0.9
 %
0.7
 %
Effective income tax rate
 
(3.1
)%
323.3
 %
35.1
 %

The Company's reserve for unrecognized tax benefits remains unchanged for the year ended December 29, 2018. A balance of $1,101 of unrecognized tax benefit is shown in the financial statements at December 29, 2018 as a reduction of the deferred tax asset for the Company's NOL carryforward.
The following is a summary of the changes for the periods indicated below:
 
Year Ended
December 29, 2018
 
Year Ended
December 30, 2017
 
Year Ended
December 31, 2016
Unrecognized tax benefits - beginning balance
$
1,101

 
$
2,060

 
$
374

Gross increases - tax positions in current period

 

 
1,676

Gross increases - tax positions in prior period

 

 
10

Gross decreases - tax positions in prior period

 
(959
)
 

Unrecognized tax benefits - ending balance
$
1,101

 
$
1,101

 
$
2,060

Amount of unrecognized tax benefit that, if recognized would affect the Company's effective tax rate
$
1,101

 
$
1,101

 
$
2,060


Tax Cuts and Jobs Act (the "2017 Tax Act")

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”) was signed into law making significant changes to the Internal Revenue Code.  Changes include, among other things, a permanent corporate rate reduction to 21% requiring a remeasurement of the Company’s U.S. net deferred tax liabilities, a change in U.S. international taxation to a modified territorial system including a mandatory deemed repatriation on certain unrepatriated earnings of foreign subsidiaries (“Transition Tax”), and providing for additional first-year depreciation that allows full expensing of qualified property placed into service after September 27, 2017.

During 2017, the Company recorded a provisional $75,000 deferred income tax benefit associated with the provisions of the 2017 Tax Act based on currently available information. The Company did not record a provision for the Transition Tax in 2017 given the lack of historical earnings in the Company's foreign subsidiaries. Additionally, the Company recorded a provisional $807 valuation allowance on its foreign tax credit deferred tax asset given insufficient foreign source income projected to utilize the credits. The Company did not significantly adjust the estimate from the 2017 provisional calculations.

During 2018, the Company became subject to additional provisions of the 2017 Tax Act including computations related to Global Intangible Low Taxed Income ("GILTI") and the IRC §163(j) interest limitation (Interest Limitation). Accordingly, our 2018 effective tax rate includes the impact for these items, which was approximately $11,700 in income tax expense, a (17.3)% impact to the effective tax rate. The estimates for these additional provisions for the 2017 Tax Act were based on our current interpretation of the 2017 Tax Act as well as currently available information and may change as we receive additional clarification and implementation guidance.
The Company files a consolidated income tax return in the U.S. and numerous consolidated and separate income tax returns in various states and foreign jurisdictions. The Company is not under any significant audits for the period ended December 29, 2018.