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Income Taxes

12 Months Ended

Dec. 31, 2020

Note 17. Income Taxes

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


	Years Ended December 31,
	2020		2019
United States	$	(32,873)	$	(18,321)
Foreign		135		51
	$	(32,738)	$	(18,270)

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


	Years Ended December 31,
	2020		2019
Current:
Federal	$	11	$	—
State		110		41
Foreign		361		—
Total current expense		482		41

Deferred:
Federal		(8,245)		(2,125)
State		(832)		5
Foreign		(738)		9
Change in valuation allowance		9,288		2,132
Total deferred expense		(527)		21
Total provision (benefit) for income taxes	$	(45)	$	62

The provision (benefit) for 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,
	2020		2019
Computed tax benefit at federal statutory rate	$	(6,875)	$	(3,837)
State tax, net of federal benefit		(1,077)		(610)
Stock compensation		(2,683)		480
Interest expense		—		286
Permanent differences and other		(375)		(126)
Transaction cost		528		—
Executive compensation		609		985
Rate changes		408		—
Contingencies		112		753
Valuation allowance		9,308		2,131
	$	(45)	$	62

Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2020 and 2019 are shown below (in thousands):


	December 31,
	2020		2019

Deferred tax assets:
Net operating loss carryforward	$	27,106	$	17,031
Expenses recognized for granting of options and warrants		4,119		3,816
Accrued expenses and reserves		913		383
Lease liability		2,740		1,217
Total deferred tax assets		34,878		22,447
Valuation allowance		(32,913)		(21,220)
	$	1,965	$	1,227
Deferred tax liabilities:
Goodwill	$	(529)	$	(110)
Right-of-use assets		(2,631)		(1,138)
Intangibles		(4,253)
Total deferred tax liability		(7,413)		(1,248)
Net deferred tax liability	$	(5,448)	$	(21)

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


	December 31,
	2020		2019
Deferred tax assets	$	434	$	—
Deferred tax liabilities		(5,882)		(21)
Net deferred tax liability	$	(5,448)	$	(21)

The Company’s net deferred tax liabilities increased by $5.7 million as a result of our MVE and CRYOPDP acquisitions on October 1, 2020. During the years ended December 31, 2020 and 2019, the Company’s valuation allowance on deferred tax assets increased by $11.7 million and $2.1 million, respectively. The increase in the valuation allowance during 2020 and 2019 was principally the result of net operating losses sustained during each of the years. Our valuation allowance also increased during 2020 as a result of valuation allowances recorded against deferred tax assets on the opening balance sheets of some of our acquired foreign subsidiaries.

At December 31, 2020, the Company has federal and state net operating loss carryforwards of approximately $57.6 million and $60.9 million, respectively, which will begin to expire in 2021, unless previously utilized, and will begin to expire for state purposes in 2028. In addition, the Company has federal net operating loss carryforwards of $38.6 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, 2020, the Company has foreign net

operating loss carryforwards of approximately $9.8 million, which begin to expire in 2022. At December 31, 2020, the Company has federal and California research and development tax credits of approximately $0.4 million and $0.3 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 maybe subject to a substantial annual limitation due to ownership change limitations that might 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 disposition.

The Company has not completed a study to assess whether an ownership change or changes have 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, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOL or R&D credit carryforwards before utilization. Further, until a study is complete and any limitation is known, no amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit. 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.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits (“UTBs”) are as follows (in thousands):


	December 31,
	2020		2019
UTBs, beginning of period	$	963	$	48
Gross increase – current period tax positions		358		239
Gross decrease – prior period tax positions		(113)		—
Gross increase – prior period tax positions		64		676
Expiration of statute of limitations		—		—
UTBs, end of period	$	1,272	$	963

As if December 31, 2020, we had an immaterial amount of UTBs, which if recognized, would affect our effective tax rate. Prior to 2020, the Company did not have any UTBs that would impact the effective rate. 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 UTBs and penalties as income tax expense. We accrued an immaterial amount of interest expense during 2020 in our statement of operations and as of December 31, 2020 have and an immaterial accrual for interest in our consolidated balance sheet. During 2019, there were no accrued penalties or interest as of December 31, 2019.

Due to the NOL carryforwards, the U.S. federal and state returns are open to examination by the Internal Revenue Service and state jurisdictions for all years beginning with the year ended March 31, 2001. Our foreign subsidiaries are generally subject to examination three years following the year in 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 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.

- Definition

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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