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Income Taxes

12 Months Ended

Dec. 31, 2021

Income Taxes

Income Taxes

Note 17. Income Taxes

Loss before provision for income taxes was attributed to the following jurisdictions for the years ended December 31, 2021, 2020 and 2019 (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​	​	Years Ended December 31,
​		2021			2020			2019
United States	​	$	(273,531)	​	$	(32,873)	​	$	(18,321)
Foreign	​		(311)	​		135	​		51
​	​	$	(273,842)	​	$	(32,738)	​	$	(18,270)

​

The provision for income taxes consists of the following for the years ended December 31, 2021, 2020 and 2019 (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​	​	Years Ended December 31,
​		2021			2020			2019
Current:		​			​			​
Federal	​	$	—	​	$	11	​	$	—
State	​		112	​		110	​		41
Foreign	​		1,783	​		361	​		—
Total current expense	​		1,895	​		482	​		41
​	​	​	​	​	​	​	​	​	​
Deferred:	​		​	​		​	​		​
Federal	​		(11,646)	​		(8,245)	​		(2,125)
State	​		(1,564)	​		(832)	​		5
Foreign	​		(1,126)	​		(738)	​		9
Change in valuation allowance	​		14,127	​		9,288	​		2,132
Total deferred expense	​		(209)	​		(527)	​		21
Total provision for (benefit from) income taxes	​	$	1,686	​	$	(45)	​	$	62

​

Significant components of the Company's deferred tax assets and liabilities as of December 31, 2021 and 2020 are shown below (in thousands):

​

​	​	​	​	​	​	​
​	​	December 31,
​		2021			2020
Deferred tax assets:		​
Net operating loss carryforward	​	$	37,022	​	$	27,106
Expenses recognized for granting of options and warrants	​		4,152	​		4,119
Accrued expenses and reserves	​		6,148	​		913
Lease liability	​	​	3,471	​	​	2,740
Total deferred tax assets	​	​	50,793	​	​	34,878
Valuation allowance	​		(45,885)	​		(32,913)
​	​	$	4,908	​	$	1,965
Deferred tax liabilities:	​	​	​	​	​	​
Goodwill	​	$	(1,650)	​	$	(529)
Right-of-use assets	​	​	(3,268)	​	​	(2,631)
Intangibles	​	​	(2,938)	​	​	(4,253)
Unremitted foreign earnings	​	​	(651)	​	​	—
Total deferred tax liability	​	​	(8,507)	​	​	(7,413)
Net deferred tax liability	​	$	(3,599)	​	$	(5,448)

​

Our net deferred tax liability as presented in our consolidated balance sheet consists of the following items (in thousands):

​

​	​	​	​	​	​	​
​	​	December 31,
​		2021			2020
Deferred tax assets	​	$	419	​	$	434
Deferred tax liabilities	​		(4,018)	​		(5,882)
Net deferred tax liability	​	$	(3,599)	​	$	(5,448)

​

The Company has recorded a net deferred tax liability in jurisdictions where taxable temporary differences from indefinite-lived intangible assets do not support the realization of deferred tax assets which have finite carryover periods. In addition, the Company has recorded a net deferred tax liability in jurisdictions where taxable temporary differences exceed deductible temporary.

The provision for (benefit from) income taxes differs from that computed using the federal statutory rate applied to loss before provision for income taxes as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​	​	December 31,
​		2021			2020			2019
Computed tax benefit at federal statutory rate	​	$	(57,507)	​	$	(6,875)	​	$	(3,837)
State tax, net of federal benefit	​		(1,222)	​		(1,077)	​		(610)
Non-deductible loss on debt extinguishment	​	​	50,817	​	​	—	​	​	—
Stock compensation	​		(7,543)	​		(2,683)	​		480
Deemed foreign dividend income	​	​	198	​	​	—	​	​	—
Interest expense	​	​	—	​	​	—	​	​	286
Permanent differences and other	​		813	​		(375)	​		(126)
Transaction cost	​	​	—	​	​	528	​	​	—
Executive compensation	​	​	1,894	​	​	609	​	​	985
Rate changes	​	​	105	​	​	408	​	​	—
Contingencies	​		8	​		112	​		753
Valuation allowance	​		14,123	​		9,308	​		2,131
​	​	$	1,686	​	$	(45)	​	$	62

​

At December 31, 2021, the Company has federal and state net operating loss carryforwards of approximately $141.9 million and $87.9 million, respectively. The federal net operating loss carryforwards begin to expire in 2022, unless previously utilized, and the state net operating loss carryforwards will begin to expire in 2028, unless previously utilized. Included in the federal net operating loss carryforward total is $86.1 million generated after 2017 that can be carried over indefinitely and may be used to offset up to 80% of federal taxable income. At December 31, 2021, the Company has foreign net operating loss carryforwards of approximately $10.4 million, which begin to expire in 2027. At December 31, 2021, the Company has federal and California research and development tax credits of approximately $2.7 million and $1.7 million, respectively. The federal research tax credit begins to expire in 2026 unless previously utilized and the California research tax credit has no expiration date.

Utilization of the net operating loss (“NOL”) and research and development (“R&D”) carryforwards might be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state and foreign provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. Since the Company’s formation, the Company has raised capital through the issuance of capital stock on several occasions which, combined with the purchasing stockholders’ subsequent disposition of those shares, may have resulted in such an ownership change, or could result in an ownership change in the future upon subsequent capital stock transactions.

The Company has not completed a study to assess whether an ownership change or changes has occurred. If the Company has experienced an ownership change, utilization of the NOL or R&D credit carryforwards would be subject to an annual limitation under Section 382 of the Code, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate. Any limitation may result in expiration of a portion of the NOL or R&D credit carryforwards before utilization. Further, until a study is completed and any limitation is known, no amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit. Due to the existence of the valuation allowance, future changes in the Company’s unrecognized tax benefits will not impact its effective tax rate. Any carryforwards that will expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the valuation allowance.

The 2017 tax reform act amended the Internal Revenue Code (“Code”), effective for amounts paid or incurred in tax years beginning after December 31, 2021, to eliminate the immediate expensing of research and experimental expenditures (“R&E”) and to require taxpayers to charge their R&E expenditures and software development costs (collectively, R&E expenditures) to a capital account. Capitalized costs are required to be amortized over five years (15 years for expenditures attributable to foreign research). Additionally, the R&E credit may only be claimed for costs that are eligible to be treated as R&E expenditures under the Code. It is expected that any amounts treated as qualified research expenditures for purposes of the R&E credit also will be capitalized under Code.

A reconciliation of the beginning and ending amounts of unrecognized tax positions are as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​	​	December 31,
​		2021			2020			2019
Unrecognized tax positions, beginning of period	​	$	1,272	​	$	963	​	$	48
Gross increase – current period tax positions	​		2,220	​		358	​		239
Gross decrease – prior period tax positions	​		—	​		(113)	​		—
Gross increase – prior period tax positions	​		1,440	​		64	​		676
Expiration of statute of limitations	​		—	​		—	​		—
Unrecognized tax positions, end of period	​	$	4,932	​	$	1,272	​	$	963

​

If recognized, none of the unrecognized tax positions would impact the Company’s income tax benefit or effective tax rate as long as the Company’s deferred tax assets remain subject to a full valuation allowance. The Company does not expect any significant increases or decreases to the Company's unrecognized tax positions within the next 12 months.

We recognize interest accrued related to unrecognized tax benefits (“UTBs”) and penalties as income tax expense. We accrued an immaterial amount of interest expense during 2021 in our statement of operations, and as of December 31, 2021, have an immaterial accrual for interest in our consolidated balance sheet.

Due to the NOL carryforwards, the U.S. federal and state returns remain open to examination by the Internal Revenue Service and state taxing jurisdictions for all years beginning with the year ended March 31, 2002. Our foreign subsidiaries are generally subject to examination three years following the year on which the tax obligation originated.  The years subject to audit may be extended if the entity substantially understates corporate income tax.  The Company’s subsidiary in India is currently under examination by the Office of the Commissioner of Income Tax in India for the 2012-2013, 2013-2014 and 2015-2016 tax periods.  Other than India, the Company does not have any foreign subsidiaries currently under audit by their local tax authorities.

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The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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