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Income Taxes
12 Months Ended
Jun. 30, 2020
Income Tax Disclosure [Abstract]  
Income Taxes

11.

INCOME TAXES

Income tax benefit consists of the following:

 

 

 

Year ended June 30,

 

 

 

2020

 

 

2019

 

 

2018

 

Current:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

26.6

 

 

$

(24.2

)

 

$

7.7

 

State

 

 

4.9

 

 

 

(0.1

)

 

 

2.2

 

Foreign

 

 

0.5

 

 

 

0.2

 

 

 

 

Total current

 

 

32.0

 

 

 

(24.1

)

 

 

9.9

 

Deferred:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

 

(51.5

)

 

 

17.8

 

 

 

(22.7

)

State

 

 

(4.1

)

 

 

1.7

 

 

 

0.7

 

Foreign

 

 

(3.6

)

 

 

0.4

 

 

 

(1.4

)

Change in valuation allowance

 

 

3.5

 

 

 

(0.2

)

 

 

0.5

 

Total deferred

 

 

(55.7

)

 

 

19.7

 

 

 

(22.9

)

Total income tax benefit

 

$

(23.7

)

 

$

(4.4

)

 

$

(13.0

)

 

Income (loss) before income taxes consists of the following:

 

 

 

Year ended June 30,

 

 

 

2020

 

 

2019

 

 

2018

 

United States

 

$

(240.9

)

 

$

(0.6

)

 

$

122.3

 

Foreign

 

 

17.6

 

 

 

0.6

 

 

 

(2.2

)

Total

 

$

(223.3

)

 

$

 

 

$

120.1

 

 

The differences between income taxes at the statutory federal income tax rate and income taxes reported in the consolidated statements of operations were as follows:

 

 

 

Year ended June 30,

 

 

 

2020

 

 

2019

 

 

2018

 

Federal income tax expense at the statutory

   rate

 

 

(46.9

)

 

21.0

%

 

 

 

 

21.0

%

 

 

33.7

 

 

28.1

%

State income taxes, net of federal benefit

 

 

(0.2

)

 

0.1

%

 

 

2.0

 

 

6422.1

%

 

 

2.9

 

 

2.4

%

Research and development credits, net of

   the federal tax on state credits

 

 

(2.8

)

 

1.3

%

 

 

(3.7

)

 

-11880.9

%

 

 

(2.1

)

 

-1.7

%

Uncertain tax positions, net of federal benefit

 

 

1.9

 

 

-0.9

%

 

 

2.9

 

 

9312.1

%

 

 

2.5

 

 

2.1

%

Uncertain tax benefits statute expired, net

   of federal benefit

 

 

(0.4

)

 

0.2

%

 

 

(7.1

)

 

-22798.5

%

 

 

 

 

0.0

%

Incentive stock option and employee stock

   purchase plan expense

 

 

(0.2

)

 

0.1

%

 

 

(3.1

)

 

-9954.3

%

 

 

(1.7

)

 

-1.4

%

Foreign rate differential

 

 

0.7

 

 

-0.3

%

 

 

0.8

 

 

2568.8

%

 

 

(0.8

)

 

-0.7

%

Change in valuation allowance

 

 

3.5

 

 

-1.7

%

 

 

(0.2

)

 

-642.2

%

 

 

0.6

 

 

0.5

%

Tax Cut and Jobs Act impact

 

 

 

 

0.0

%

 

 

 

 

0.0

%

 

 

(32.0

)

 

-26.6

%

Fair value adjustments related to acquisition

   contingent consideration

 

 

 

 

0.0

%

 

 

0.8

 

 

2568.8

%

 

 

(17.0

)

 

-14.2

%

Non-deductible contingent purchase price and transaction costs

 

 

(0.3

)

 

0.1

%

 

 

 

 

0.0

%

 

 

 

 

0.0

%

Non-deductible meals and entertainment

 

 

1.8

 

 

-0.8

%

 

 

1.3

 

 

4174.4

%

 

 

0.4

 

 

0.3

%

Non-deductible officer compensation

 

 

1.6

 

 

-0.7

%

 

 

0.6

 

 

1926.6

%

 

 

 

 

0.0

%

Asset impairment

 

 

12.6

 

 

-5.6

%

 

 

 

 

0.0

%

 

 

 

 

0.0

%

Expired tax attributes

 

 

4.2

 

 

-1.9

%

 

 

 

 

0.0

%

 

 

 

 

0.0

%

Non-deductible legal settlement

 

 

 

 

0.0

%

 

 

1.9

 

 

6101.0

%

 

 

 

 

0.0

%

Foreign disregarded election

 

 

 

 

0.0

%

 

 

6.4

 

 

20550.8

%

 

 

 

 

0.0

%

Changes in revenue recognition/method

 

 

 

 

0.0

%

 

 

(7.3

)

 

-23440.8

%

 

 

 

 

0.0

%

Other, net

 

 

0.8

 

 

-0.3

%

 

 

0.3

 

 

963.4

%

 

 

0.5

 

 

0.5

%

 

 

 

(23.7

)

 

10.6

%

 

 

(4.4

)

 

-14107.7

%

 

 

(13.0

)

 

-10.7

%

 

The significant components of the Company’s deferred tax assets and liabilities were comprised of the following:

 

 

 

Year ended June 30,

 

 

 

2020

 

 

2019

 

Deferred tax assets:

 

 

 

 

 

 

 

 

Net operating loss carryforwards

 

$

73.1

 

 

$

85.7

 

Property, plant and equipment

 

 

37.2

 

 

 

 

Accrued vacation

 

 

1.5

 

 

 

1.2

 

AR allowance

 

 

1.2

 

 

 

3.3

 

Stock compensation expense

 

 

13.8

 

 

 

16.0

 

Research and development credits

 

 

27.6

 

 

 

25.4

 

Lease right-of-use asset

 

 

16.3

 

 

 

 

Uncertain state tax positions

 

 

1.6

 

 

 

1.3

 

Other, net

 

 

9.6

 

 

 

9.0

 

Total gross deferred tax assets

 

 

181.9

 

 

 

141.9

 

Less valuation allowance

 

 

(42.4

)

 

 

(38.9

)

Total deferred tax assets

 

 

139.5

 

 

 

103.0

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Intangible assets

 

 

150.3

 

 

 

175.4

 

Lease liability

 

 

15.8

 

 

 

 

Property, plant and equipment

 

 

 

 

 

2.5

 

Deferred revenue

 

 

 

 

 

7.7

 

Total deferred tax liabilities

 

 

166.1

 

 

 

185.6

 

Net deferred tax liability

 

$

(26.6

)

 

$

(82.6

)

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was enacted in response to COVID-19 pandemic. The CARES Act made various tax law changes, including among other things (i) increased the limitation under IRC Section 163(j) for 2019 and 2020 to permit additional expensing of interest (ii) enacted technical corrections so that qualified improvement property can be immediately expensed under IRC Section 168(k) and net operating losses arising in tax years beginning in 2017 and ending in 2018 can be carried back two years and carried forward twenty years without a taxable income limitation as opposed to carried forward indefinitely, and (iii) made modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years. The CARES Act did not have a material impact on the results reported for the year ended June 30, 2020. However, the Company is continuing to evaluate the CARES Act’s various tax law changes and the impact they may have on the Company’s results of operations and income tax provision.

 

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted. The Tax Act makes broad and complex changes to the U.S. tax code that are affecting our fiscal year ending June 30, 2018, including, but not limited to (1) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (4) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (5) creating the base erosion anti-abuse tax (BEAT), a new minimum tax; (6) creating a new limitation on deductible interest expense; (7) revising the rules that limit the deductibility of compensation to certain highly compensated executives, and (8) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017.

In connection with the Company’s initial analysis of the impact of the Tax Act and consistent with the requirement to record a provisional estimate when applicable, the Company recorded a discrete net income tax benefit during the quarter ended December 31, 2017 of approximately $32.6 ($0.45 earnings per share increase).  This provisional estimate primarily consists of a net benefit for the corporate rate reduction due to the revaluing of net deferred tax liabilities as a result of the reduction in the federal corporate tax rates. The Company’s net deferred tax liabilities represent temporary differences between the book bases of assets which are greater than their tax bases. Upon the reversal of those temporary differences, the future tax impact will be based on the lower federal corporate tax rate enacted by the Tax Act. The Company has now completed its accounting of the income tax effects of the Tax Act.  The full impact of the Tax Act is discussed more fully below. 

The Deemed Repatriation Transition Tax (Transition Tax) is a tax on previously untaxed accumulated and current earnings and profits (E&P) of certain of the Company’s foreign subsidiaries. To determine the amount of the Transition Tax, the Company must determine, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings.  The Company has concluded that there was not a material impact during the current or previous fiscal year due to the Transition Tax, as such, no Transition Tax has been recorded. 

The Company has determined that the provisions of the Tax Act affecting foreign earnings had no effect on the Company’s fiscal year ended June 30, 2018, as the provisions did not apply, and no material effect on the Company’s fiscal year ending June 30, 2019 due to tax elections made by the Company to treat its foreign subsidiaries as disregarded entities.  All other foreign provisions were also deemed immaterial or not applicable to the fiscal years ended June 30, 2018, June 30, 2019 and June 30, 2020.

As a result of the economic impact of COVID-19, the Company has incurred a cumulative three-year loss. Pursuant to ASU guidance, the negative evidence of a cumulative loss may be difficult to overcome. However, the Company will have significant future taxable income resulting from the reversal of taxable temporary differences. Primarily due to the availability of such expected future taxable income, the Company concluded that it is more likely than not that the benefits of the majority of its deferred income tax assets will be realized. However, for certain deferred tax assets, a valuation allowance has been established. For the years ended June 30, 2020 and 2019, the Company’s valuation allowance increased by $3.5 and $1.1, respectively. The Company will continue to evaluate the impact that the COVID-19 pandemic may have on its results of operations and its ability to realize its deferred tax assets.

The Company acquired Counsyl, Inc. on July 31, 2018 (see Note 19).  As part of the purchase accounting for the acquisition, a net deferred tax liability of approximately $67.6 was recorded, consisting primarily of intangible assets for which the book basis exceeds the tax basis. A corresponding deferred tax asset of $60.7 was recorded, consisting primarily of net operating loss and research credit carryforwards. 

At June 30, 2020, the Company had the following net operating loss and research credit carryforwards (tax effected), with their respective expiration periods. Certain carryforwards are subject to the limitations of Section 382 and 383 of the Internal Revenue Code as indicated.

 

 

 

 

 

 

 

Subject to

 

Expires

 

 

 

 

 

Carryforwards

 

Amount

 

 

sections 382, 383

 

beginning in year

 

 

Through

 

Federal net operating loss

 

$

52.5

 

 

Yes

 

 

2031

 

 

 

2038

 

Utah net operating loss

 

 

2.7

 

 

No

 

 

2021

 

 

 

2033

 

California net operating loss

 

 

3.5

 

 

No

 

 

2027

 

 

 

2040

 

Other state net operating loss

 

 

6.9

 

 

Yes

 

 

2027

 

 

 

2040

 

Foreign net operating losses (various jurisdictions)

 

 

7.6

 

 

No

 

Various

 

 

Various

 

Federal research credit

 

 

11.2

 

 

Yes

 

  2027

 

 

 

2040

 

Utah research credit

 

 

11.6

 

 

No

 

  2030

 

 

 

2034

 

California research credit

 

 

4.7

 

 

No

 

  2027

 

 

 

2040

 

Texas research credit

 

 

0.1

 

 

No

 

 

2039

 

 

 

2040

 

 

 

Notwithstanding the Deemed Repatriation Tax mentioned above, and consistent with the indefinite reversal criteria of ASC 740-30-25-17, the Company intends to continue to invest undistributed earnings of its foreign subsidiaries indefinitely. Due to the cumulative losses that have been incurred to date in such foreign operations, the amount of unrecorded deferred liability resulting from the indefinite reversal criteria at June 30, 2018 is $0. For those foreign entities for which an election has been made to be treated as disregarded for U.S. tax purposes, the appropriate U.S. jurisdiction deferred tax assets and liabilities have been recorded.  

 

The Company provides for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement criteria as set forth in ASC 740. As of June 30, 2020 and 2019, the Company had unrecognized tax benefits of $23.5 and $21.7, respectively. The Company’s gross unrecognized tax benefits as of June 30, 2020 and 2019, and the changes in those balances are as follows: 

 

 

Year ended June 30,

 

 

 

2020

 

 

2019

 

 

2018

 

Unrecognized tax benefits at the beginning of year

 

$

21.7

 

 

$

24.9

 

 

$

25.2

 

Gross increases - current year tax positions

 

 

1.6

 

 

 

2.2

 

 

 

0.6

 

Gross increases - prior year tax positions

 

 

0.7

 

 

 

0.5

 

 

 

2.4

 

Gross increases - acquisitions

 

 

 

 

 

2.3

 

 

 

 

Gross decreases - prior year tax positions

 

 

 

 

 

(0.1

)

 

 

(3.3

)

Gross decreases - settlements

 

 

 

 

 

(2.7

)

 

 

 

Gross decreases - statute lapse

 

 

(0.5

)

 

 

(5.4

)

 

 

 

Unrecognized tax benefits at end of year

 

$

23.5

 

 

$

21.7

 

 

$

24.9

 

Interest and penalties in year-end balance

 

$

1.4

 

 

$

0.8

 

 

$

1.5

 

 

Interest and penalties related to uncertain tax positions are included as a component of income tax expense and all other interest and penalties are included as a component of other income (expense).

The Company files U.S. federal, foreign and state income tax returns in jurisdictions with various statutes of limitations and is subject to examination for the open tax years in the U.S. federal and state jurisdictions of 2015 through 2020 and in the foreign jurisdictions of 2013 through 2020. The Company is currently under audit by the State of New Jersey for the fiscal years June 30, 2013 through 2017; the city of New York for the fiscal years June 30, 2014 through 2016; Germany for the fiscal years June 30, 2013 through 2015; and Switzerland for the fiscal years June 30, 2015 through 2016.  Annual tax provisions include amounts considered necessary to pay assessments that may result from examination of prior year tax returns; however, the amount ultimately paid upon resolution of issues may differ materially from the amount accrued.