SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The Company's consolidated financial statements ("Consolidated Financial Statements") include the accounts of DMC and its controlled subsidiaries. Only subsidiaries in which controlling interests are maintained are consolidated. All significant intercompany accounts, profits, and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Business Combination The results of a business acquired in a business combination are included in the Company’s financial statements from the date of acquisition. The Company allocates purchase price to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to make significant judgments and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. Acquisition-related transaction costs are expensed in the period in which the costs are incurred. Please refer to Note 3 “Business Combination” for additional discussion of the Arcadia acquisition. Foreign Operations and Foreign Exchange Rate Risk The functional currency of our foreign operations is the applicable local currency for each affiliate company. Assets and liabilities of foreign subsidiaries for which the functional currency is the local currency are translated at exchange rates in effect at period-end, and the Statements of Operations are translated at the average exchange rates during the period. Exchange rate fluctuations on translating foreign currency financial statements into U.S. dollars are referred to as translation adjustments. Translation adjustments are recorded as a separate component of stockholders’ equity and are included in "Other cumulative comprehensive loss." Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses, which are reflected in "Other income (expense), net" as unrealized, based on period-end exchange rates, or realized, upon settlement of the transaction. Cash flows from our operations in foreign countries are translated at actual exchange rates when known, or at the average rate for the period. As a result, amounts related to assets and liabilities reported in the Consolidated Statements of Cash Flows will not agree to changes in the corresponding balances in the Consolidated Balance Sheets. The effects of exchange rate changes on cash balances held in foreign currencies are reported as a separate line item below cash flows from financing activities. Cash and Cash Equivalents For purposes of the Consolidated Financial Statements, we consider highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Marketable Securities We typically invest in highly rated securities, with the primary objectives of preserving principal, providing access to liquidity to fund the ongoing operations and strategic needs of the Company and its subsidiaries, and achieving a yield that is commensurate with low risk and highly liquid securities. The Company’s investment policy generally limits the amount of credit exposure to any one issuer. Our investments in marketable debt securities are classified as either trading, available-for-sale or held-to-maturity based on the nature of the securities and their availability for use in current operations. The Company classifies its marketable debt securities on the Consolidated Balance Sheet as current or non-current based on maturities and our expectations of sales and redemptions in the following year. During the year ended December 31, 2021, we held investments in U.S. Treasuries as well as A-1 or P-1 rated commercial paper. Our marketable securities were converted to cash and used in part to fund the acquisition of Arcadia. Please refer to Note 3 “Business Combination” for additional discussion of the Arcadia acquisition. As of December 31, 2020, our investments were comprised solely of U.S. Treasury securities with maturities ranging from three to twelve months, and these investments were classified and accounted for as trading securities. The Company’s investments in U.S. Treasury securities are measured at fair value with gains and losses recognized in the Consolidated Statement of Operations within “Other income (expense), net." Accounts Receivable The Company measures expected credit losses for its accounts receivable using a current expected credit loss model, which is based on historical experience, adjusted for current conditions and reasonable and supportable forecasts. The Company has disaggregated pools of accounts receivable balances by business, geography and/or customer risk profile and has used history and other experience to establish an allowance for credit losses at the time the receivable is recognized. To measure expected credit losses, we have elected to pool trade receivables by segment and analyze DynaEnergetics and NobelClad accounts receivable balances as separate populations. Within each segment, receivables exhibit similar risk characteristics. During the year ended December 31, 2021, our expected loss rate continued to reflect uncertainties in market conditions present in both of our businesses due to the ongoing COVID-19 pandemic. In addition, we reviewed receivables outstanding, including aged balances, and in circumstances where we are aware of a specific customer’s inability to meet its financial obligation to us, we recorded a specific allowance for credit losses (with the offsetting expense charged to “Selling and distribution expenses” in our Consolidated Statements of Operations) against the amounts due, reducing the net recognized receivable to the amount we estimate will be collected. In total, provisions of $181 were recorded during the year ended December 31, 2021. For the years ended December 31, 2020 and 2019, we recorded $3,381 and $575 of bad debt expense, respectively. The following table summarizes activity in the allowance for credit losses on receivables from DynaEnergetics and NobelClad customers. No allowance for doubtful accounts has been established against Arcadia receivable balances given that receivables were recorded at fair value as of the purchase date and no subsequent sales occurred in the period from acquisition to December 31, 2021. DynaEnergetics NobelClad DMC Global Inc. Allowance for doubtful accounts, December 31, 2020 $ 2,590 $ 15 $ 2,605 Current period provision for expected credit losses 181 — 181 Recoveries of amounts previously reserved (10) — (10) Impacts of foreign currency exchange rates and other (3) — (3) Allowance for doubtful accounts, December 31, 2021 $ 2,758 $ 15 $ 2,773 During the third quarter of 2021, the Company entered into a note receivable with terms of repayment over five years, collateralized by certain fixed assets. The note, with an outstanding current balance of $1,395 as of December 31, 2021 recorded within “Prepaid expenses and other” and an outstanding long-term balance of $7,357 as of December 31, 2021 recorded within “Other Assets”, is considered an arrangement with a variable interest entity for which the Company is not the primary beneficiary and has concluded does not require consolidation. Inventories Inventories are stated at the lower of cost (first-in, first-out) or net realizable value. Significant cost elements included in inventory are material, labor, freight, subcontract costs, and manufacturing overhead. As necessary, we write down inventory to its net realizable value by recording provisions for excess, slow moving and obsolete inventory. We regularly review inventory quantities on hand and values, and compare them to estimates of future product demand, market conditions, production requirements and technological developments. Inventories consisted of the following at December 31, 2021: Arcadia DynaEnergetics NobelClad DMC Global Inc. Raw materials $ 12,168 $ 15,209 $ 7,655 $ 35,032 Work-in-process 3,987 13,672 10,257 27,916 Finished goods 44,348 14,998 1,651 60,997 Supplies — — 269 269 $ 60,503 $ 43,879 $ 19,832 $ 124,214 Inventories consisted of the following at December 31, 2020: DynaEnergetics NobelClad DMC Global Inc. Raw materials 13,250 11,903 $ 25,153 Work-in-process 7,062 6,682 13,744 Finished goods 12,806 669 13,475 Supplies — 201 201 $ 33,118 $ 19,455 $ 52,573 Shipping and handling costs incurred by us upon shipment from our manufacturing facilities directly to customers are included in "Cost of products sold" while shipping and handling costs incurred by us upon shipment from our distribution centers to customers are included in "Selling and distribution expenses" in the accompanying Consolidated Statements of Operations. Property, Plant and Equipment Property, plant and equipment are recorded at cost, except for assets acquired in acquisitions which are recorded at fair value. Additions and improvements are capitalized. Maintenance and repairs are charged to operations as costs are incurred. Depreciation is computed using the straight-line method over the estimated useful life of the related asset (except leasehold improvements which are depreciated over the shorter of their estimated useful life or the lease term) as follows: Buildings and improvements 15-40 years Manufacturing equipment and tooling 3-15 years Furniture, fixtures, and computer equipment 3-10 years Other 3-10 years Gross property, plant and equipment consisted of the following at December 31: 2021 2020 Land $ 5,725 $ 3,634 Buildings and improvements 58,536 59,556 Manufacturing equipment and tooling 79,855 72,992 Furniture, fixtures and computer equipment 18,910 22,194 Other 14,926 7,261 Construction in process 13,070 14,641 $ 191,022 $ 180,278 The increase in gross property, plant and equipment at December 31, 2021 from December 31, 2020 primarily was due to the acquisition of a controlling interest in Arcadia. Please refer to Note 3 “Business Combination” for additional discussion of the Arcadia acquisition. Asset Impairments Finite-lived assets are tested for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. We compare the expected undiscounted future operating cash flows associated with these finite-lived assets to their respective carrying values to determine if they are fully recoverable when indicators of impairment are present. If the expected future operating cash flows of an asset group are not sufficient to recover the related carrying value, we estimate the fair value of the asset group. Impairment is recognized when the carrying amount of the asset group is not recoverable and when carrying value exceeds the estimated fair value. Long-lived assets to be disposed of, if any, are reported at the lower of carrying amount or fair value less cost to sell. For the year ended December 31, 2021, no impairments were recorded. For the year ended December 31, 2020, we recognized an impairment charge of $1,361 (recorded in “Restructuring expenses, net and asset impairments”). The COVID-19 pandemic-related collapse in oil and gas demand led to a downturn in well completions and the corresponding demand for DynaEnergetics’ products. As a result, DynaEnergetics recorded asset impairment charges of $1,181 on certain manufacturing assets that will no longer be utilized in production at its Blum, Texas and Troisdorf, Germany facilities. The fair value of the assets upon which an impairment charge was recorded was primarily based upon the Company's estimates as we negotiated disposal of the assets. For the year ended December 31, 2019, we recognized an impairment charge of $6,231 (recorded in “Restructuring expenses, net and asset impairments”) related to production assets in DynaEnergetics' operations in Tyumen, Siberia, which were closed in 2019. The fair value of applicable Russian assets upon which an impairment charge was recorded was primarily based upon the Company's estimates as we negotiated disposal of the assets. Please refer to Note 11 “Restructuring and Asset Impairments” for additional discussion. Goodwill Goodwill represents the amount by which the purchase price exceeds the fair value of identifiable tangible and intangible assets and liabilities acquired in a business combination. Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized, but instead is tested for impairment at least annually during the fourth quarter or whenever events or changes in circumstances indicate that the carrying value might not be fully recoverable. For goodwill, impairment is assessed at the reporting unit level. A reporting unit is defined as an operating segment or a component of an operating segment to the extent discrete financial information is available that is reviewed by segment management. As of and for the year ended December, 31, 2021, all goodwill recorded within the Consolidated Balance Sheet relates to the Arcadia acquisition. Given the proximity of the acquisition date to the balance sheet date, a quantitative impairment assessment was not deemed necessary of performance. No goodwill was outstanding as of and for the year ended December 31, 2020. Purchased Intangible Assets Our purchased intangible assets include finite-lived core technology, customer relationships, customer backlog, and trademarks/trade names. Finite-lived intangible assets are amortized over the estimated useful life of the related assets which have a remaining weighted average amortization period of approximately fourteen years in total. The remaining weighted average amortization periods of the intangible assets by asset category are as follows: Core technology 3 years Customer relationships 15 years Customer backlog 7 months Trademarks / Trade names 15 years Our purchased intangible assets consisted of the following as of December 31, 2021: Gross Accumulated Net Core technology $ 15,647 $ (14,209) $ 1,438 Customer relationships 246,718 (36,047) 210,671 Customer backlog 21,500 — 21,500 Trademarks / Trade names 24,037 (2,070) 21,967 Total intangible assets $ 307,902 $ (52,326) $ 255,576 Our purchased intangible assets consisted of the following as of December 31, 2020: Gross Accumulated Net Core technology $ 17,899 $ (14,234) $ 3,665 Customer relationships 37,638 $ (37,638) — Trademarks / Trade names 2,194 $ (2,194) — Total intangible assets $ 57,731 $ (54,066) $ 3,665 The change in the gross value of our purchased intangible assets at December 31, 2021 from December 31, 2020 primarily was due to the acquisition of a controlling interest in Arcadia. Please refer to Note 3 “Business Combination” for additional discussion of the acquisition. In addition, the gross value changed due to foreign currency translation and an adjustment due to recognition of tax benefit of tax amortization previously applied to certain goodwill related to the DynaEnergetics and NobelClad reporting units. After the goodwill associated with each reporting unit was impaired at December 31, 2015 and September 30, 2017, respectively, the tax amortization reduces other intangible assets related to the historical acquisition. Expected future amortization of intangible assets is as follows: For the years ended December 31 - 2022 $ 37,518 2023 16,018 2024 16,002 2025 15,533 2026 15,533 Thereafter 154,972 $ 255,576 Leases The Company leases real properties for use in manufacturing and as administrative and sales offices, and leases automobiles and office equipment. Upon adoption of the new lease standard on January 1, 2019, the Company recognized right of use ("ROU") assets and lease liabilities in relation to the leases which had previously been classified as operating leases. The Company determines if a contract contains a lease arrangement at the inception of the contract. For leases in which the Company is the lessee, leases are classified as either finance or operating. ROU assets are initially measured at the present value of lease payments over the lease term plus initial direct costs, if any, with the classification affecting the pattern of expense recognition. ROU assets are amortized on a straight line basis to the Consolidated Statement of Operations. If a lease does not provide a discount rate and the rate cannot be readily determined, an incremental borrowing rate is used to determine the future lease payments. Lease and non-lease components within the Company’s lease agreements are accounted for together. The Company has no leases in which the Company is the lessor. Nearly all of the Company’s leasing arrangements are classified as operating leases. ROU asset and lease liability balances were as follows for the periods presented: December 31, 2021 December 31, 2020 ROU asset $ 52,219 $ 10,733 Current lease liability 6,126 1,741 Long-term lease liability 47,000 10,066 Total lease liability $ 53,126 $ 11,807 The ROU asset is reported in “ Other assets Other current liabilities Other long-term liabilities Total operating lease expense included in the Company’s Consolidated Statements of Operations was $4,453, $3,950 and $4,012 for the years ended December 31, 2021, 2020, and 2019, respectively. Short term and variable lease costs were not material for the year ended December 31, 2021. Certain of the Company’s leases contain renewal options and options to extend the leases for up to five years, and a majority of these options are reflected in the calculation of the ROU assets and lease liability due to the likelihood of renewal The following table summarizes the weighted average lease terms and discount rates for operating lease liabilities: December 31, 2021 December 31, 2020 Weighted average remaining lease term 9.0 years 8.3 years Weighted average discount rate 4.4 % 5.2 % The following table represents maturities of operating lease liabilities as of December 31, 2021: Due within 1 year $ 6,126 Due after 1 year through 2 years 8,344 Due after 2 years through 3 years 7,843 Due after 3 years through 4 years 7,748 Due after 4 years through 5 years 6,621 Thereafter 27,557 Total future minimum lease payments 64,239 Less imputed interest (11,113) Total $ 53,126 Contract Liabilities On occasion, we require customers to make advance payments prior to the shipment of their orders in order to help finance our inventory investment on large orders or to keep customers’ credit limits at acceptable levels. Contract liabilities were as follows at December 31: 2021 2020 Arcadia $ 14,697 $ — DynaEnergetics 474 478 NobelClad 5,881 4,450 Total $ 21,052 $ 4,928 We generally expect to recognize the revenue associated with contract liabilities over a time period no longer than one year, but unforeseen circumstances can cause delays in shipments associated with contract liabilities. Approximately 87% of the $4,928 recorded as contract liabilities at December 31, 2020, was recorded to net sales during the year ended December 31, 2021. Revenue Recognition The Company’s revenues are primarily derived from consideration paid by customers for tangible goods. The Company analyzes its different products by segment to determine the appropriate basis for revenue recognition, as described below. Given that Arcadia was purchased in late December 2021 and no revenue was recorded in the period from the date of acquisition to December 31, 2021, related accounting policies have not been included herein. Revenue is not generated from sources other than contracts with customers and revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. There are no material upfront costs for operations that are incurred from contracts with customers. Our rights to payments for goods transferred to customers arise when control is transferred at a point in time and not on any other criteria. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 90 days. In instances when we require customers to make advance payments prior to the shipment of their orders, we record a contract liability. We have determined that our contract liabilities do not include a significant financing component given the short duration between order initiation and order fulfillment within each of our segments. Refer to Note 8 “Business Segments” for disaggregated revenue disclosures. DynaEnergetics Customers agree to terms and conditions at the time of initiating an order. Transactions contain standard products, which may include perforating system components, such as detonating cord, or systems and associated hardware, including Factory-Assembled, Performance-Assured TM DynaStage ® perforating systems. In instances where multiple products are included within an order, each product represents a separate performance obligation given that: (1) the customer can benefit from each product on a standalone basis and (2) each product is distinct within the context of the contract. The transaction price is readily determinable and fixed at the time the transaction is entered into with the customer. DynaEnergetics is entitled to each product’s transaction price upon the customer obtaining control of the item. Such control occurs as of a point in time, which is generally based upon relevant International Commercial Terms (“Incoterms") as it relates to product ownership and legal title being transferred. Upon fulfillment of applicable Incoterms, DynaEnergetics has performed its contractual requirements such that it has a present right to payment, and the customer from that point forward bears all risks and rewards of ownership. In addition, at this date, the customer has the ability to direct the use of, or restrict access to, the asset. No payment discounts, rebates, refunds, or any other forms of variable consideration are included within contracts. DynaEnergetics also does not provide service-type warranties either via written agreement or customary business practice, nor does it allow customer returns without its prior approval. For orders that contain only one performance obligation, the total transaction price is allocated to the sole performance obligation. For orders that contain multiple products being purchased by the customer, judgment is required to determine standalone selling price (“SSP”) for each distinct performance obligation. However, such judgment is largely mitigated given that products purchased are generally shipped at the same time. In instances where products purchased are not shipped at the same time, DynaEnergetics uses the contractually stated price to determine SSP as this price approximates the price of each good as sold separately. NobelClad Customers agree to terms and conditions at the time of initiating an order. The significant majority of transactions contain a single performance obligation - the delivery of a clad metal product. In instances where multiple products are included within an order, each product represents a separate performance obligation given that: (1) the customer can benefit from each product on a standalone basis and (2) each product is distinct within the context of the contract. The transaction price is readily determinable and fixed at the time the transaction is entered into with the customer. NobelClad is entitled to each product’s transaction price upon the customer obtaining control of the item. Such control occurs as of a point in time, which is generally based upon relevant Incoterms as it relates to product ownership and legal title being transferred. Upon fulfillment of applicable Incoterms, NobelClad has performed its contractual requirements such that it has a present right to payment, and the customer from that point forward bears all risks and rewards of ownership. In addition, at this date, the customer has the ability to direct the use of, or restrict access to, the asset. No payment discounts, rebates, refunds, or any other forms of variable consideration are included within NobelClad contracts. NobelClad also does not provide service-type warranties either via written agreement or customary business practice, nor does it allow customer returns. For contracts that contain only one performance obligation, the total transaction price is allocated to the sole performance obligation. For contracts which contain multiple distinct performance obligations, judgment is required to determine the SSP for each performance obligation. NobelClad uses the expected cost plus margin approach in order to estimate SSP, whereby an entity forecasts its expected costs of satisfying a performance obligation and then adds an appropriate margin for that good. The required judgment described herein largely is mitigated given the short duration between order initiation and complete order fulfillment. Research and Development Research and development costs include expenses associated with developing new products and processes as well as improvements to current manufacturing processes. Research and development costs are included in our "Cost of products sold" and were as follows for the years ended December 31: 2021 2020 2019 DynaEnergetics $ 6,378 $ 6,335 $ 7,057 NobelClad 862 1,575 1,393 Total research and development costs $ 7,240 $ 7,910 $ 8,450 Earnings Per Share In periods with net income, the Company computes earnings per share (“EPS”) using a two-class method, which is an earnings allocation formula that determines EPS for (i) each class of common stock (the Company has a single class of common stock), and (ii) participating securities according to dividends declared and participation rights in undistributed earnings. Restricted stock awards are considered participating securities as they receive non-forfeitable rights to dividends as common stock. Because we were in a net loss position for the years ended December 31, 2021 and 2020, all potentially dilutive shares are anti-dilutive and are excluded from the determination of diluted EPS. Basic EPS is calculated by dividing net income (loss) attributable to the Company's stockholders after adjustment of redeemable noncontrolling interest by the weighted‑average number of common shares outstanding during the period. Net income available to common shareholders of the Company includes adjustments of the redeemable noncontrolling interest to redemption value as of the end of the period presented. Please refer to Note 3 "Business Combination" for further discussion of the calculation of the adjustment of the redeemable noncontrolling interest. Diluted EPS adjusts basic EPS for the effects of restricted stock awards, restricted stock units, performance share units and other potentially dilutive financial instruments (dilutive securities), only in the periods in which such effect is dilutive. The effect of the dilutive securities is reflected in diluted EPS by application of the more dilutive of (1) the treasury stock method or (2) the two-class method assuming nonvested shares are not converted into common shares. For the applicable period presented, diluted EPS using the treasury stock method was less dilutive than the two-class method; as such, only the two-class method has been included below. EPS was calculated as follows for the years ended December 31: 2021 2020 2019 Net (loss) income attributable to DMC Global Inc. stockholders, as reported (202) (1,412) 34,041 Less: Adjustment of redeemable noncontrolling interest (4,424) — — Less: Distributed net income available to participating securities — — (85) Less: Undistributed net income available to participating securities — — (582) Numerator for basic net (loss) income per share: (4,626) (1,412) 33,374 Add: Undistributed net income allocated to participating securities — — 582 Less: Undistributed net income reallocated to participating securities — — (579) Numerator for diluted net (loss) income per share: (4,626) (1,412) 33,377 Denominator: Weighted average shares outstanding for basic net (loss) income per share 17,610,711 14,790,296 14,579,608 Effect of dilutive securities — — 75,742 Weighted average shares outstanding for diluted net (loss) income per share 17,610,711 14,790,296 14,655,350 Net (loss) income per share attributable to DMC Global Inc. stockholders: Basic $ (0.26) $ (0.10) $ 2.29 Diluted $ (0.26) $ (0.10) $ 2.28 Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We are required to use an established hierarchy for fair value measurements based upon the inputs to the valuation and the degree to which they are observable or not observable in the market. The three levels in the hierarchy are as follows: • Level 1 — Inputs to the valuation based upon quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date. • Level 2 — Inputs to the valuation include quoted prices in either markets that are not active, or in active markets for similar assets or liabilities, inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data. • Level 3 — Inputs to the valuation that are unobservable inputs for the asset or liability. The highest priority is assigned to Level 1 inputs and the lowest priority to Level 3 inputs. The carrying value of accounts receivable and payable, accrued expenses, and the revolving loans and term loan under our credit facility approximate their fair value. Our U.S. Treasury marketable securities are valued using quoted prices in active markets that are accessible as of the measurement date. Our revolving loans and our term loan reset each month at market interest rates. All of these items are considered Level 1 assets and liabilities. Our foreign currency forward contracts are valued using quoted market prices or are determined using a yield curve model based on current market rates. As a result, we classify these investments as Level 2 in the fair value hierarchy. Money market funds and mutual funds of $9,083 as of December 31, 2021 and $4,244 as of December 31, 2020 held to satisfy future deferred compensation obligations are valued based upon the market values of underlying securities, and therefore we classify these assets as Level 2 in the fair value hierarchy. We did not hold any Level 3 assets or liabilities as of December 31, 2021 or December 31, 2020. However, the fair value measurement of certain assets and liabilities acquired as part of the Arcadia acquisition were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. Income Taxes We recognize deferred tax assets and liabilities for the expected future income tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. The deferred income tax impact of tax credits are recognized as an immediate adjustment to income tax expense. We recognize deferred tax assets for the expected future effects of all deductible temporary differences to the extent we believe these assets will more likely than not be realized. We record a valuation allowance when, based on current circumstances, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, recent financial operations and their associated valuation allowances, if any. We recognize the |