13. Taxes

(Loss) income from continuing operations before taxes is comprised of the following components for the years ended December 31, 2019 and 2020 (in thousands):


	Year Ended December 31,
	2019		2020
Domestic	$	(437)	$	(428)
Foreign		(8,689)		(9,253)
Loss from continuing operations before taxes	$	(9,126)	$	(9,681)

The benefit (provision) for income taxes from continuing operations consists of the following (in thousands):


	Year Ended December 31,
	2019		2020
Current – domestic	$	(3)	$	(2)
Current – foreign		1,299		1,238
Current – total		1,296		1,236
Deferred – domestic		—		—
Income tax benefit	$	1,296	$	1,236

The Company has incurred a taxable loss in each of the operating periods since incorporation. The income tax credits of $1.3 million and $1.2 million for the years ended December 31, 2019 and 2020, respectively, represent UK research and development (“R&D”) tax credits for expenditures in the United Kingdom that are refundable.

A reconciliation of the (benefit) provision for income taxes from continuing operations with the amount computed by applying the statutory federal tax rate to loss from continuing operations before income taxes is as follows (in thousands):


	Year Ended December 31,
	2019		2020
Loss from continuing operations before taxes	$	(9,126)	$	(9,681)
Income tax expense computed at statutory federal tax rate		(1,916)		(2,033)
Disallowed expenses and non-taxable income		345		352
Loss surrendered to generate R&D credit		1,686		1,788
Additional research and development tax relief		(1,299)		(1,238)
Change in valuation allowance		665		3,205
Foreign items, including change in tax rates, and other		176		1,638
Change in UK Tax Rate		—		(3,937)
Other foreign items		(953)		(1,011)
	$	(1,296)	$	(1,236)

Significant components of the Company’s deferred tax assets are shown below (in thousands):


	Year Ended December 31,
	2019		2020
Net operating loss and tax credit carryforwards	$	35,772	$	42,012
Depreciation, amortization and impairment of property and equipment		104		39
Stock options		1,481		—
Right of use asset		(163)		(183)
Lease liability		176		195
Deferred tax assets		37,370		42,063
Valuation allowance for deferred tax assets		(37,370)		(42,063)
Net deferred tax assets	$	—	$	—

A valuation allowance has been established, as realization of such assets is uncertain. The Company’s management evaluated the positive and negative evidence bearing upon the realizability of its deferred assets, and has determined that, at present, the Company may not be able to recognize the benefits of the deferred tax assets under the more likely than not criteria. Accordingly, a valuation allowance of approximately $42.1 million has been established at December 31, 2020. The valuation allowance has increased by approximately $4.7 million in 2020.

As of December 31, 2019, the UK government had announced legislation to reduce the corporate tax rate from 19% to 17%. Accordingly, the UK deferred tax assets were tax affected at 17%. As of December 31, 2020, the UK government announced that the corporate tax rate would remain at 19%. As a result of this enacted rate of 19%, the UK deferred tax assets increased by $3.9 million, fully offset by a $3.9 million increase in the valuation allowance.

As specified in the Tax Reform Act of 1986, due to ownership changes, the Company’s ability to utilize its net operating loss (“NOL”) carryforwards may be limited. Utilization of the NOLs may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future. 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. The Company completed a Section 382 study and has concluded that an ownership changed occurred on March 4, 2015 and July 21, 2017. As a result of the ownership changes, the NOLs are limited.

As of December 31, 2019 and 2020, the Company had federal NOLs of $0.4 million and $1.1 million, respectively. The federal NOLs have an indefinite life. As of December 31, 2019 and 2020, the Company has state NOLs of $19.8 million and $20.5 million, respectively, which will begin to expire in 2028. As of December 31, 2019 and 2020, the Company had foreign NOLs of $201.7 million and $212.4 million, respectively. The Company’s foreign NOL’s do not expire under UK tax law however the use of these NOLs is restricted to an annual £5 million allowance in each standalone company or group and above this allowance, there will be a 50% restriction in the profits that can be covered by losses brought forward.

Management has evaluated all significant tax positions at December 31, 2019 and 2020 and concluded that there are no material uncertain tax positions. The Company would recognize both interest and penalties related to unrecognized benefits in income tax expense. The Company has not recorded any interest and penalties on any unrecognized tax benefits since its inception.

Tax years 2017, 2018 and 2019 remain open to examination by major taxing jurisdictions to which the Company is subject, which are primarily in the United Kingdom and the United States, as carryforward attributes generated in years past may still be adjusted upon examination by the United Kingdom’s H.M. Revenue & Customs, the Internal Revenue Service (“IRS”) or state tax authorities. The Company is currently not under examination by the IRS or any other jurisdictions for any tax years.

We have not provided a deferred tax liability on the cumulative amount of unremitted foreign earnings of international subsidiaries because it is our intent to permanently reinvest such earnings outside of the United States.

The Company has an aggregate deficit in foreign earnings and therefore has not provided any deferred tax liability on its outside book-tax basis difference in its foreign subsidiaries and because it is also our intent to permanently reinvest any earnings outside of the United States. We would recognize this deferred tax liability if we were to experience a change in circumstances producing a change in that intention. As a result of the repeal of the Section 902 foreign tax credit under the Tax Act, future distributions would not be offset by a foreign tax credit.

On December 27, 2020, the Consolidations Appropriations Act, 2021 (“CAA” or the “Act) was signed into law and included government appropriations and additional economic stimulus. Notable provisions of the CAA included changes to the Paycheck Protection Program including legislation concluding that expenses used to obtain loan forgiveness are tax deductible, as well as extension and expansion of other COVID-19 relief programs and payroll tax credits. The Company evaluated the various aspects of the Act and did not pursue any payroll tax credits or deferrals.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, provides for economic and cash liquidity stimulus through various means including payroll tax credits, payroll tax deferral, short term changes in tax deductibility of interest expenses among other things. The Act also permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. Previously, NOLs generated after December 31, 2017 were limited to 80% of taxable income in future years. In addition, the CARES Act allows NOLs incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The CARES Act had no material impact the Company.