XML 32 R22.htm IDEA: XBRL DOCUMENT v3.21.2
Income Taxes
9 Months Ended
Sep. 30, 2021
Income Tax Disclosure [Abstract]  
Income Taxes
Note 16: Income Taxes
We are subject to taxation in all jurisdictions in which we operate within the United States and Canada. Substantially all of our income before income taxes for all periods presented is U.S. sourced. As a result of the Acquisition, the Company expects to be able to amortize for U.S. tax purposes, a portion of the goodwill recognized from the Acquisition. For U.S. income taxes, the Acquisition was partly a taxable acquisition and partly a non-taxable acquisition. Accordingly, the taxable component is expected to give rise to increases in the tax bases for a portion of the net assets acquired, while the non-taxable component will result in a carryforward of pre-acquisition tax bases (referred as, “carryover basis”) for a portion of the net assets acquired. The differential between the fair values of
the assets acquired and the carryover basis has been recognized as a deferred tax liability as of the Closing Date (see Note 3: Business Combination). Additionally, certain federal and state net operating loss and interest expense carryforwards were acquired in the Acquisition and the utilization of these is subject to limitations prescribed by U.S. Internal Revenue Code (“Code”) Section 382 (“Section 382”). We record a valuation allowance against deferred tax assets when we determine that it is more likely than not that all or a portion of a deferred tax asset will not be realized. The valuation allowance recorded relates to federal and state net operating loss carryforwards, as well as, disallowed interest expense deduction carryforwards. Due to several factors, including losses in recent years, the significant net operating loss and interest expense carryforwards, and limitations of the deductibility of such carryforwards pursuant to Section 382, we have determined that the realization of these deferred tax assets is not certain. As a result, we recorded a valuation allowance against our deferred tax assets to the extent they are not realizable. The Company's effective tax rate for the nine months ended September 30, 2021 and 2020 of negative 6.3% and 64.9%, respectively, differs from the U.S. federal statutory tax rate due primarily to the recording of valuation allowances.