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Income Taxes
12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]  
Income Taxes

15.

Income Taxes

 

The components of loss before income taxes are as follows (in thousands):

 

 

 

Year Ended

December 31,

 

 

Six Months Ended

December 31,

 

 

Year Ended June 30,

 

 

 

2019

 

 

2018

 

 

2018

 

 

2017

 

U.S. operations

 

$

(56,866

)

 

$

(44,804

)

 

$

(53,000

)

 

$

(17,566

)

Non-U.S. operations

 

 

73

 

 

 

84

 

 

 

(171

)

 

 

(919

)

Loss before income taxes

 

$

(56,793

)

 

$

(44,720

)

 

$

(53,171

)

 

$

(18,485

)

 

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law, making significant changes to the federal tax law. Amongst other things, the Tax Act reduces the federal corporate tax rate from 34% to 21% effective for tax years beginning after December 31, 2017 and has resulted in a remeasurement of the Company’s deferred tax assets included in the Company’s fiscal 2018 rate reconciliation. The difference between the Company’s expected income tax benefit, as computed by applying the blended statutory U.S. federal tax rate of 21% for the year ended December 31, 2019, 21% for the six months ended December 31, 2018, 27.5% for fiscal 2018 and 34% for fiscal 2017 to loss before income taxes, and actual income tax benefit is reconciled in the following table (in thousands):

 

 

 

Year Ended

December 31,

 

 

Six Months Ended

December 31,

 

 

Year Ended June 30,

 

 

 

2019

 

 

2018

 

 

2018

 

 

2017

 

Income tax benefit at statutory rate

 

$

(11,927

)

 

$

(9,391

)

 

$

(14,622

)

 

$

(6,284

)

State income taxes, net of federal benefit

 

 

(3,685

)

 

 

(1,657

)

 

 

(1,552

)

 

 

(928

)

Non-U.S. income tax rate differential

 

 

374

 

 

 

186

 

 

 

(66

)

 

 

(121

)

Change in fair value of derivative

 

 

 

 

 

3,900

 

 

 

7,227

 

 

 

 

Change in federal tax rate

 

 

 

 

 

 

 

 

14,673

 

 

 

 

Research and development tax credits

 

 

(150

)

 

 

(231

)

 

 

(284

)

 

 

(242

)

Permanent items

 

 

55

 

 

 

 

 

 

(15

)

 

 

(9

)

Changes in valuation allowance

 

 

15,608

 

 

 

7,166

 

 

 

(5,385

)

 

 

7,489

 

Other, net

 

 

(275

)

 

 

27

 

 

 

24

 

 

 

95

 

Income tax benefit

 

$

 

 

$

 

 

$

 

 

$

 

 

For the year ended June 30, 2018, in addition to the $5.4 million change in valuation allowance in the above table, the Company recorded a deferred tax asset of $6.2 million and a valuation allowance of the same amount in connection with the Icon acquisition.

The significant components of deferred income taxes are as follows (in thousands):

 

 

 

December 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Deferred tax assets:

 

 

 

 

 

 

 

 

Net operating loss carryforwards

 

$

66,400

 

 

$

53,259

 

Deferred revenue

 

 

8

 

 

 

70

 

Lease liability

 

 

923

 

 

 

0

 

Stock-based compensation

 

 

5,805

 

 

 

4,788

 

Tax credits

 

 

3,687

 

 

 

3,696

 

Other

 

 

1,473

 

 

 

682

 

Total deferred tax assets

 

 

78,296

 

 

 

62,495

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Intangible assets

 

 

7,559

 

 

 

8,207

 

Right-of-use assets

 

 

841

 

 

 

 

Total deferred tax liabilities

 

 

8,400

 

 

 

8,207

 

Deferred tax assets, net

 

 

69,896

 

 

 

54,288

 

Valuation allowance

 

 

69,896

 

 

 

54,288

 

Total deferred tax liability

 

$

 

 

$

 

 

The valuation allowance generally reflects limitations on the Company’s ability to use the tax attributes and reduces the value of such attributes to the more-likely-than-not realizable amount. Management assessed the available positive and negative evidence to estimate if sufficient taxable income will be generated to use the existing net deferred tax assets. Based on a weighting of the objectively verifiable negative evidence in the form of cumulative operating losses over the three-year period ended June 30, 2018, management believes that it is not more likely than not that the deferred tax assets will be realized and, accordingly, a full valuation allowance has been established. The valuation allowance increased $15.6 million for the year ended December 31, 2019, $7.2 million for the six months ended December 31, 2018 and $765,000 and $7.5 million during the fiscal years ended June 30, 2018 and 2017, respectively, with such increases attributed to the re-measurement of the net deferred tax assets at the year-end dates. The valuation allowance decreased by $5.4 million from fiscal year 2018 activity, including the impact of the 2017 Tax Act, offset by an increase of $6.2 million related to the Icon acquisition.

The Company has tax net operating loss and tax credit carry forwards in its individual tax jurisdictions. Including approximately $49.3 million related to the Icon acquisition, at December 31, 2019 the Company had U.S. federal net operating loss carry forwards of approximately $236.6 million. The net operating losses consist of $151.8, which expire at various dates between calendar years 2023 and 2038. The utilization of certain of these loss and tax credit carry forwards may be limited by Sections 382 and 383 of the Internal Revenue Code as a result of historical or future changes in the Company’s ownership. At December 31, 2019, the Company had state net operating loss carry forwards of approximately $190.1 million, which expire between 2033 and 2038, as well as U.S. federal and state research and development tax credit carry forwards of approximately $3.1 million, which expire at various dates between calendar years 2018 and 2038. In addition, at December 31, 2019 the Company had net operating loss carry forwards in the U.K. of £21.0 million (approximately $26.7 million), which are not subject to any expiration dates.

The Company’s U.S. federal income tax returns for calendar years 2003 through 2017 remain subject to examination by the Internal Revenue Service. The Company’s U.K. tax returns for fiscal years 2006 through 2017 remain subject to examination.

Through December 31, 2019, the Company had no unrecognized tax benefits in its consolidated statements of comprehensive loss and no unrecognized tax benefits in its consolidated balance sheets as of December 31, 2019 and 2018, respectively.

As of December 31, 2019 and 2018, the Company had no accrued penalties or interest related to uncertain tax positions.