Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

11. Income Taxes

The Company has incurred cumulative net operating losses since inception and, consequently, has not recorded any income tax expense for the years ended December 31, 2021 and 2020 due to its net operating loss position.

The reconciliation of the federal statutory income tax rate to the Company’s effective tax rate for the years ended December 31, 2021 and 2020 are as follows:

	Year Ended December 31,
	2021			2020
Tax at statutory federal rate		-21.00	%		-21.00	%
State Tax (benefit)—net of federal benefit		0.00	%		0.00	%
Permanent differences		0.35	%		0.58	%
Tax credits		-5.86	%		-12.26	%
Derecognition due to Sec. 382 and 383 limitations		0.00	%		44.55	%
Change in valuation allowance		26.26	%		-12.25	%
Other		0.25	%		0.38	%
Effective tax rate		0.00	%		0.00	%

Significant components of the Company’s deferred tax assets as of December 31, 2021 and 2020 consist of the following (in thousands):

	Year Ended December 31,
	2021			2020
Deferred tax assets:
Accruals and reserves	$	1,000		$	1,095
Net operating loss carry forwards		47,541			29,505
Tax credit carry forwards		12,939			7,789
Fixed and intangible assets		3			7
Valuation allowance		(61,483	)		(38,396	)
Net deferred tax assets:	$	—		$	—

Based on the available objective evidence at December 31, 2021, the Company does not believe it is more likely than not that the net deferred tax assets will be realizable. Accordingly, the Company has provided a full valuation allowance against its net deferred tax assets at December 31, 2021 and 2020. The net valuation allowance increased by approximately $23.1 million and decreased approximately $6.9 million during the years ended December 31, 2021 and 2020, respectively.

As of December 31, 2021, after consideration of certain limitations (see below), the Company had approximately $226.4 million federal and $8.0 million state net operating loss carryforwards (“NOL”) available to reduce future taxable income which, if unused, will begin to expire in 2037 for federal and 2032 for state tax purposes. The federal net operating loss carryforward includes $218.9 million that have an indefinite life.  

As of December 31, 2021, the Company also had tax credit carry forwards available to offset future tax liabilities of approximately $11.4 million for federal and $7.5 million for state. If unused, the federal credit will begin to expire in 2040 and the state tax credit does not expire.  

If the Company experiences a greater than 50 percentage point aggregate change in ownership over a three-year period (a Section 382 ownership change), utilization of its pre-change NOL carry forwards are subject to annual limitation under Section 382 of the Internal Revenue Code (California has similar provisions). The annual limitation is determined by multiplying the value of the Company's stock at the time of such ownership change by the applicable long-term tax-exempt rate. Such limitations may result in expiration of a portion of the NOL carryforwards before utilization. The Company determined that ownership changes occurred December 21, 2007, August 20, 2015, April 13, 2017, February 15, 2018, and February 18, 2020. Approximately $156.3 million and $70.8 million of the NOLs will expire unutilized for federal and California purposes, respectively. The Company has derecognized NOL related deferred tax assets in the tax affected amounts of $32.8 million and $0 for federal and California purposes, respectively.

All of the federal tax credits could expire unutilized as well, whereas none of the California tax credits are subject to expiration. Approximately $15.2 million of gross federal tax credit-related deferred tax assets were derecognized due to the Section 383 limitation. The ability of the Company to use its remaining NOL and tax credit carry forwards may be further limited if the Company experiences a Section 382 ownership change as a result of future changes in its stock ownership.

On March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (CARES) Act” (the “Act”) was signed into law. The Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, and modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company analyzed the provisions of the Act and determined there was no significant impact to its 2020 tax provision.

On June 29, 2020, the California Governor signed Assembly Bill 85 (“A.B. 85”), which now becomes California law. A.B. 85, which includes several tax measures, provides for a three-year suspension of the use of net operating losses for medium and large businesses and a three-year cap on the use of business incentive tax credits to offset no more than $5.0 million of tax per year. Generally, A.B. 85 suspends the use of net operating losses for taxable years 2020, 2021, and 2022 for taxpayers with taxable income of $1.0 million or more. Since the Company is not expected to generate California source taxable income of more than $1.0 million, no material impact is anticipated at this time.

On December 27, 2020, the “Consolidated Appropriations Act, 2021” (the “CAA”) was signed into law. The CAA includes provisions meant to clarify and modify certain items put forth in CARES Act, while providing aid to businesses affected by the pandemic.  The CAA allows deductions for expenses paid for by Paycheck Protection Program (“PPP”) and Economic Injury Disaster Loan (“EIDL”) Program, clarifies forgiveness of EIDL advances, and other business provisions.  The Company analyzed the provisions of the CAA and determined there was no significant impact to its 2021 tax provision.

Accounting for Uncertainty in Income Taxes

The Company only recognizes tax benefits if it is more likely than not that they will be sustained upon audit by the relevant tax authority based upon their technical merits. An uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained.

The Company had approximately $4.7 million and $3.0 million of unrecognized tax benefits as of December 31, 2021 and 2020, respectively. As the Company has a full valuation allowance on its deferred tax assets, the unrecognized tax benefits have reduced the deferred tax assets and the valuation allowance in the same amount. The Company does not expect the amount of unrecognized tax benefits to materially change in the next twelve months.

A reconciliation of the beginning and ending balance of the unrecognized tax benefits is as follows (in thousands):

Beginning Balance at January 1, 2020	$	1,871
Increase/(Decrease) of unrecognized tax benefits taken    in prior years		(295	)
Increase/(Decrease) of unrecognized tax benefits    related to current year		1,379
Ending Balance at December 31, 2020	$	2,955
Increase/(Decrease) of unrecognized tax benefits taken    in prior years		—
Increase/(Decrease) of unrecognized tax benefits    related to current year		1,749
Ending Balance at December 31, 2021	$	4,704

Interest and penalties related to unrecognized tax benefits would be included as income tax expense in the Company’s consolidated statements of operations. As of December 31, 2021 and 2020, the Company had not recognized any tax-related penalties or interest in its consolidated financial statements.

The Company files income tax returns in the United States federal, California, Kansas, Missouri and New Jersey state jurisdictions. The Company is not currently under examination by income tax authorities in federal, state or other jurisdictions. As of December 31, 2021 and 2020, the Company had no uncertain tax positions which affected its financial position and its results of operations or its cash flow, and will continue to evaluate for uncertain positions in the future. The Company is subject to United States federal and state income tax examinations by authorities for all tax years due to accumulated net operating losses that are being carried forward for tax purposes.