NOTE 10 – INCOME TAXES

Components of the net loss consist of the following (in thousands):

In 2018, the foreign losses are comprised of $20.9 million related to the Bermudan operations of Tonix International Holding. In 2017, the foreign losses were primarily comprised of $18.9 million related to the Bermudan operations of Tonix International Holding, which included a licensing fee of $2.0 million charged by Tonix subsidiary pursuant to a licensing agreement with Tonix subsidiary. 

The operations and management of Tonix Holding Pharma Limited are located in Bermuda, and accordingly, are not subject to income taxes in Ireland, which is its country of incorporation. The operations of Tonix Holding Pharma Limited are not subject to income tax in Bermuda.

A reconciliation of the effect of applying the federal statutory rate to the net loss and the effective income tax rate used to calculate the Company’s income tax provision is as follows:

Deferred tax assets and related valuation allowance as of December 31, 2018 and 2017 were as follows (in thousands):

The Company has incurred research and development (“R&D”) expenses, a portion of which qualifies for tax credits. The Company conducted an R&D credit study to quantify the amount of credits and has claimed an R&D credit on its 2014-2017 tax returns. A portion of these R&D credit carryforwards are subject to annual limitations in their use in accordance with Internal Revenue Service Code (“IRC”) section 383. The R&D credit carryforwards at December 31, 2018 have been reduced to $0 to reflect IRC section 383 ownership changes through December 31, 2018 and the resulting inability to utilize a portion of the R&D credit prior to its expiration.

At December 31, 2018, the Company had available unused federal net operating loss (“NOL”) carryforwards of approximately $0.1 million of which do not expire.  Additionally, the Company has $4.7 million of Ireland NOL carryforwards that do not expire, $0.1 million of Canada NOL which expires between 2036 and 2038 and $0.1 million of Quebec NOL which expires between 2036 and 2038. A portion of the federal, New York State, and New York City NOL carryforwards is subject to annual limitations in their use in accordance with IRC section 382. The NOL carryforwards at December 31, 2018 have been reduced to reflect IRC section 382 ownership changes through December 31, 2018 and the resultant inability due to annual limitations, to utilize a portion of the NOL prior to its expiration.

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2018. Such objective evidence limits the ability to consider other subjective evidence such as our projections for future growth. As such, the Company has determined that it is not more likely than not that the deferred tax assets will be realized and accordingly, has provided a full valuation allowance against its gross deferred tax assets.  The increase/ (decrease) in the valuation allowance for the years ended December 31, 2018 and 2017 were $0.3 million, and ($13.9) million respectively.

 The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. However, as of December 31, 2018 there are no unrecognized tax benefits recorded. The Company is subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2018, the Company’s tax returns remain open and subject to examination by the tax authorities for the tax years 2015 and after. 

The Tax Act also includes a provision to tax global intangible low-taxed income of foreign subsidiaries, a special tax deduction for foreign-derived intangible income (“GILTI”), and a base erosion anti-abuse tax measure that may tax certain payments between a U.S. corporation and its subsidiaries. These additional provisions of the Tax Act are effective for the Company beginning after December 31, 2107. The Company has elected to account for GILTI as a period cost in the year the tax is incurred.