XML 43 R21.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes
12 Months Ended
Dec. 31, 2021
Income Taxes [Abstract]  
Income Taxes
15)
Income Taxes
 
Loss before income taxes consist of the following:

 
 
Years ended December 31,
 
 
 
2021
   
2020
 
Domestic
 
$
(122,296,000
)
 
$
(26,531,000
)
Foreign
   
(5,000
)
   
-
 
Total tax provision for income taxes
 
$
(122,301,000
)
 
$
(26,531,000
)

For each of the years ended December 31, 2021 and 2020, current tax provisions and current deferred tax provisions were recorded as follows:

   
Years ended December 31,
 
   
2021
   
2020
 
Current Tax Provision
           
Federal
 
$
-
   
$
-
 
State
   
5,000
     
-
 
Foreign
    -       -  
      5,000       -  
Deferred Tax Provision
               
Federal
   
(5,836,000
)
   
-
 
State
    (1,433,000 )    
(322,000
)
Foreign
    (1,000 )    
-
 
      (7,270,000 )     (322,000 )
Change in valuation allowance
    7,270,000      
322,000
 
Total tax provision for income taxes
 
$
5,000
   
$
-
 

Deferred tax assets and liabilities consist of the effects of temporary differences as shown in the table below. Deferred tax assets have been fully reserved by a valuation allowance since it is more likely than not that such tax benefits will not be realized.

 
 
As of December 31,
 
 
 
2021
   
2020
 
Deferred Tax Assets:
           
Net operating losses
   
5,454,000
     
747,000
 
Foreign net operating losses
   
595,000
     
-
 
R&D credit carryforwards
   
288,000
     
-
 
Stock compensation
   
1,312,000
     
-
 
Vacation accrual
   
30,000
     
-
 
Contingent consideration
   
5,171,000
     
-
 
Deferred rent
   
40,000
     
-
 
Total gross deferred tax assets
   
12,890,000
     
747,000
 
Valuation allowance
   
(12,610,000
)
   
(747,000
)
Net deferred tax assets
   
280,000
     
-
 
 
               
Deferred Tax Liabilities:
               
Fixed assets
   
(168,000
)
   
-
 
Intangibles - goodwill
   
(112,000
)
   
-
 
Total deferred tax liabilities
   
(280,000
)
   
-
 
Net deferred taxes
 
$
-
   
$
-
 

The reconciliation of computed expected income taxes to effective income taxes by applying the federal statutory rate of 21% as follows:
 
   
As of December 31,
 
     2021      2020  
Tax at federal income tax rate
   
21.00
%
    21.00 %
State income tax, net of federal tax
   
1.17

    -  
Non-deductible expenses/excludable items
   
(16.33
)
    -  
Pass-through loss
    -       (19.79 )
Change in valuation allowance
   
(5.94
)
    (1.21 )
Credits
   
0.24
    -  
Other
   
(0.14
)
    -  
Provision for income taxes
   
0.00
%
    0.00 %
 
The net increase in the total valuation allowance for the year ended December 31, 2021 was an increase of $11,863,000 of which $7,270,000 relates to the current year deferred expense and $4,593,000 relates to the purchase accounting related to the 2021 business combinations. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary difference become deductible. Management considered the scheduled reversal of deferred tax liabilities, projected future taxable income and planning strategies in making this assessment.  Based on the level of historical operating results and projections for the taxable income for the future, management has determined that it is more likely than not that the deferred taxes assets will not be utilized. Accordingly, the Company has recorded a full valuation allowance.
 
At December 31, 2021 and 2020 the Company has available net operating loss (“NOL”) carryforwards of approximately $20,679,000 and $0 for federal income tax purposes, respectively, of which $20,679,000 can be carried forward indefinitely. The Company has available $1,397,000 and $747,000 state NOLs for the years ended December 31, 2021 and 2020, respectively.  The Company also has foreign NOL carryforwards of $4,759,000 and $0 for the years ended December 31, 2021 and 2020, respectively, which carry forward indefinitely. Section 382 of the Internal Revenue Code (“IRC”) imposes limits on the ability to use NOL carryforwards that existed prior to a change in control to offset future taxable income. Such limitations would reduce, potentially significantly, the gross deferred tax assets disclosed in the table above related to the NOL carryforwards.  The Company continues to disclose the NOL carryforwards at their original amount in the table above as no potential limitation has been quantified. The Company has also established a full valuation allowance for all deferred tax assets, including the NOL carryforwards, since the Company could not conclude that it was more likely than not able to generate future taxable income to realize these assets.
 
At December 31, 2021 and 2020 the Company has federal and state income tax credit carryforwards of approximately $288,000 and $0, respectively. The credits begin to expire in 2041.

In accordance with authoritative guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company has no uncertain tax positions as of December 31, 2021 or December 31, 2020.

The Company recognizes interest and penalties related to unrecognized tax positions within the income tax expense line in the accompanying consolidated statements of operations. There were no accrued interest and penalties associated with uncertain tax positions as of December 31, 2021 or December 31, 2020.

The Company is subject to U.S. federal, state, and foreign income tax. Tthe Company’s income tax returns are subject to examination by the relevant taxing authorities. As of December 31, 2021, the 2018 – 2021 tax years remain subject to examination in the U.S. federal tax, various state, and foreign tax jurisdictions. The Company is not currently under examination by federal state, or foreign jurisdictions.