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Income Taxes
9 Months Ended
Sep. 30, 2015
Income Taxes  
Income Taxes

 

14.Income Taxes

 

The effective tax rate for the period August 1, 2015 through September 30, 2015 was 24.67% (Successor), compared to the first seven months of 2015 of -338.25% (Predecessor) and first nine months of 2014 of 64.38% (Predecessor).

 

The effective tax rate for the period August 1, 2015 through September 30, 2015 (Successor) reflects the fact that the Company recorded net operating losses both in the United States and in its non-US locations. A significant portion of these losses relate to certain non-deductible marked to market losses of the warrant liability and non-deductible transaction costs.  In addition, any tax benefits of the Company’s Non-US losses have been offset by a valuation allowance due to present uncertainty of being able to realize the tax benefits of these non-US losses. In addition, after considering the Business Combination, the projected post-combination results and all available evidence, the Company released $2.2 million of valuation allowance through income tax benefit associated with the US in accordance with ASC 805-740-30-3 during the period ended September 30, 2015 (Successor). As a result, the Company recorded a smaller tax benefit on its losses for the period than the statutory rate of 35%.

 

The primary contributor to the difference in the effective tax rate from the prior period was the consummation of the Business Combination. The Company’s operating profit is affected by the inherent seasonality of the agricultural industry. The effective tax rates for the two months ended September 30, 2015 (Successor) and seven months ended July 31, 2015 (Predecessor) are not comparable on relative values due to the seasonality of the Company’s business.

 

The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2015 the Successor had a net deferred tax liability of approximately $9.8 million related to intangibles offset by deferred tax assets related to net operating loss carry forwards (which begin to expire in 2034). Management has determined that full valuation allowances of the foreign deferred tax assets are appropriate at this time.  As of December 31, 2014 the Predecessor had a net deferred tax liability of approximately $23.5 million related to intangibles offset by deferred tax assets related to net operating loss carry forwards, transaction costs and other tax attributes.

 

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Successor recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2015 for the Successor or as of December 31, 2014 for the Predecessor. The Successor is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

 

The Successor may be subject to potential examination by U.S. federal, U.S. state or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Successor’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 

The preliminary allocation of the purchase price is based on the preliminary valuations performed to determine the fair value of the net assets as of the acquisition date. The amounts allocated to goodwill and intangible assets are based on preliminary valuations and are subject to final adjustment to reflect the final valuations, including the final working capital settlement. These final valuations of the assets and liabilities could have a material impact on the preliminary purchase price allocation and the tax effect disclosed above.