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Income Taxes
9 Months Ended
Sep. 30, 2011
INCOME TAXES [Abstract] 
Income Tax Disclosure [Text Block]
INCOME TAXES

We determine our periodic income tax provision based upon the current period taxable income and our annual estimated tax rate adjusted for any change to prior period estimates. The estimated tax rate is revised, if necessary, as of the end of each successive interim period during the fiscal year to our current annual estimated tax rate.

Since our October 21, 2010 acquisition of Heartland, we have been conducting business operations in India. The Indian operations are conducted through both flow-through entities and foreign corporations. We have included the Indian results from operations conducted through the flow-through entities in our U.S. current and deferred income tax provision calculation. We have undistributed foreign earnings in the foreign corporations, which we intend to permanently reinvest overseas. We also intend to reinvest future foreign earnings overseas. Therefore, no U.S. corporate income taxes have been provided on undistributed foreign earnings of the foreign corporations.

A valuation allowance is required to be recorded against deferred tax assets if, based on the available evidence, it is more likely than not that such assets will not be realized. When assessing the need for a valuation allowance, appropriate consideration should be given to all positive and negative evidence related to the realization of the deferred tax assets. This evidence includes, among other things, the existence of current and cumulative losses, forecasts of future profitability, the length of statutory carry-forward periods, our experience with loss carry-forwards expiring unused, and available tax planning strategies. At September 30, 2011 and December 31, 2010, we have recorded a valuation allowance of $310,000 related to expected future utilization of state net operating loss carry-forwards resulting from recent acquisitions. The conclusion to record the valuation allowance is based on the inability to predict, with any degree of certainty, whether we will generate apportionable income to the states in which it has these net operating loss carry-forwards.

With the 2010 acquisition of Heartland and the 2011 acquisition of DTS, we acquired net operating loss carry-forwards of approximately $17.3 million for Heartland and $23.4 million for DTS, which relate to losses incurred prior to their acquisition by Transcend. These net operating loss carry-forwards will begin to expire in 2025. As a result of the acquisitions, future utilization of these net operating loss carry-forwards is subject to the provisions of Section 382 of the Internal Revenue Code of 1986, as amended. As a result of the preliminary Section 382 analysis we expect $10.6 million and $14.1 million, for Heartland and DTS respectively, to expire unused. We have not established a deferred tax asset for those net operating loss carry-forwards which are expected to expire unused. Based on historical earnings and expected future taxable income, we have established a deferred tax asset in the amount of $2.1 million for Heartland and $3.2 million for DTS, representing the tax benefits related to the available net operating loss carry-forwards. We believe all of the net operating loss carry-forwards recorded as a deferred tax asset will be fully utilized before expiration, thus no valuation allowance has been recorded with respect to these federal operating loss carry-forwards. During the third quarter, 2011, we finalized the Section 382 analysis for the Heartland acquisition and have recorded an increase of $72,000 to goodwill. We plan to complete the same analysis for the DTS net operating loss carry-forward by the second quarter of 2012.
We account for all potentially uncertain tax positions in accordance with the provisions in FASB ASC Topic 740-Income Taxes which prescribes a recognition threshold of more-likely-than-not to be sustained upon examination. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax rules and the potential for future adjustment of our uncertain tax positions by the United States Internal Revenue Service or other taxing jurisdictions.

The initial evaluation of uncertain tax positions resulting from the 2010 acquisition of Heartland was related to intercompany transfer pricing, a liability was established at acquisition and had a balance of $4,681,000 at December 31, 2010. In the second quarter of 2011, we received a final order from the India taxation authority for the year 2006 resulting in a $212,000 (includes $82,000 of accrued interest) reduction in the liability and this was recognized as a reduction of current tax expense. In the third quarter of 2011, we received two final orders from the India taxation authority for the year 2008 resulting in a $411,000 (includes $70,000 of accrued interest) reduction in the liability that was recognized as a reduction of current tax expense. We also made a $209,000 (includes $68,000 of accrued interest) adjustment to increase the original purchase accounting balance in the third quarter of 2011. In addition to these adjustments, we have been adding to the liability for additional taxes on current operations. At September 30, 2011, the tax liability balance is $3,727,000.
During the second quarter of 2011, we identified an uncertain tax position pursuant to ASC 740 that resulted in recording a liability of approximately $5,300,000. Further analysis was done in the third quarter, and the liability was adjusted to $6,759,000. This uncertain tax position relates to prior tax returns filed by Heartland prior to the 2010 acquisition. We believe there is currently an uncertain tax position with respect to the deduction of certain dual consolidated losses generated from Heartland's India operations. We are currently in the process of pursuing administrative relief from the Internal Revenue Service which, based on our understanding of the relevant facts, although there can be no assurance of relief, we believe such relief will likely be granted no later than the first quarter of 2012. Based on the standards under ASC 740, however, we are required to estimate the potential impact of this uncertain tax position since such administrative relief is not a widely understood administrative practice. It is important to note that the purchase agreement contains indemnification provisions that we believe would potentially entitle us to reimbursement of actual tax and interest expense incurred if administrative relief is not obtained.

As of September 30, 2011 and December 31, 2010, the total amount of unrecognized tax benefits was $10,527,000 and $4,681,000, respectively, all of which would affect the effective tax rate if recognized.

Our effective income tax rate was approximately 34.4% and 38.3% for the three months ended September 30, 2011 and 2010, respectively, and 38.2% and 39.3% for the nine months ended September 30, 2011and 2010, respectively. The lower effective tax rate in 2011 was due primarily to the favorable resolution of transfer-pricing related income tax contingencies in India.