INCOME TAXES

12 Months Ended

Dec. 31, 2019

INCOME. TAXES.

INCOME TAXES

NOTE 9 – INCOME TAXES

We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. In determining the need for a valuation allowance, management reviews both positive and negative evidence, including current and historical results of operations, future income projections and the overall prospects of our business. Based upon management’s assessment of all available evidence, we believe that it is more-likely-than-not that the deferred tax assets will not be realizable, and therefore, a valuation allowance has been established. The valuation allowance for deferred tax assets was approximately $186,711,000 and $142,947,000 as of December 31, 2019 and 2018, respectively.

On December 22, 2017, H.R.1, commonly known as the Tax Cuts and Jobs Act (the “Act”) was signed into law. Among other things, the Act reduced our corporate federal tax rate from 34% to 21% effective January 1, 2018. As a result, we were required to re-measure, through income tax expense, our deferred tax assets and liabilities using the enacted rate at which we expect them to be recovered or settled. The re-measurement of our net deferred tax asset would have resulted in additional income tax expense of $51,767,584 as of December 31, 2017; however, with full valuation allowance in place, the expense was reversed through a corresponding adjustment to the valuation allowance, resulting in no impact on income tax expense.

As of December 31, 2019, we have U.S. net operating loss carryforwards (“NOLs”) of approximately $709,949,000, research and development credit carryforwards (“R&D credits”) of approximately $22,483,000 and business interest expense carryforward of $3,189,000.  For income tax purposes, these NOLs and R&D credits will expire in various amounts through 2037. NOLs generated after 2017 and the business interest expense carryforwards do not expire. The Tax Reform Act of 1986 contains provisions which limit the ability to utilize net operating loss carryforwards and R&D credit carryforwards in the case of certain events including significant changes in ownership interests.  The Exchange Transaction with TG Bio may have resulted in a “change in ownership” as defined by IRC Section 382 of the Internal Revenue Code of 1986, as amended. Additionally, stock issuance activities may have resulted in a “change in ownership” as defined by IRC Section 382 of the Internal Revenue Code of 1986, as amended.  Accordingly, a substantial portion of the Company’s NOLs above may be subject to annual limitations in reducing any future year’s taxable income, and a substantial portion of the R&D Credit carryforwards may be subject to annual limitations in reducing any future year’s tax.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2019 and 2018 are presented below.

(in thousands)	2019		2018
Deferred tax assets:
Net operating loss carryforwards	$	158,177	$	122,678
Research and development credit		22,483		15,217
Noncash compensation		4,680		4,394
Disallowed interest		710		—
Other		661		658
Deferred tax asset, excluding valuation allowance		186,711		142,947
Less valuation allowance		(186,711)		(142,947)
Net deferred tax assets	$	—	$	—

There was no current or deferred income tax expense for the year ended December 31, 2019. Income tax expense differed from amounts computed by applying the US Federal income tax rate of 21% for the years ended December 31, 2019 and 2018, and 34% for the year ended December 31, 2017 to pretax loss as follows:

	For the year ended December 31,
(in thousands)	2019		2018		2017
Loss before income taxes, as reported in the consolidated statements of operations	$	(172,871)	$	(173,482)	$	(118,476)
Computed “expected” tax benefit	$	(36,303)	$	(36,431)		(40,282)
Increase (decrease) in income taxes resulting from:
Expected benefit from state and local taxes		(2,128)		(2,243)		(1,106)
Research and development credits		(7,266)		(4,726)		(3,697)
Other		641		639		1,563
Stock options		1,292		(473)		8,213
Enactment of federal tax reform		—		—		51,768
Change in the balance of the valuation allowance for deferred tax assets		43,764		43,234		(16,459)
	$	—	$	—	$	—

We file income tax returns in the U.S Federal and various state and local jurisdictions. With certain exceptions, the Company is no longer subject to U.S. Federal and state income tax examinations by tax authorities for years prior to 2016. However, NOLs and tax credits generated from those prior years could still be adjusted upon audit.

The Company would recognize interest and penalties, if any, to uncertain tax position in income tax expense in the statement of operations. There was no accrual for interest and penalties related to uncertain tax positions for 2019. We do not believe that there will be a material change in our unrecognized tax positions over the next twelve months. All of the unrecognized tax benefits, if recognized, would be offset by the valuation allowance.