For
the years ended
December 31, 2017,
2016
and
2015,
we did
record a provision for income taxes
due to a full valuation allowance against our deferred tax assets
.
The difference between the provision for income taxes and income taxes computed using the effective U.S. federal statutory rate is as follows (in thousands):
| | | | |
| | | | | | | | | | |
| Tax at statutory federal rate | | $ | ( 67,145 | ) | | $ | ( 58,868 | ) | | $ | ( 33,181 | ) |
| State tax, net of federal benefit | | | ( 6,203 | ) | | | 2,013 | | | | ( 5,753 | ) |
| Research and development credits | | | ( 5,962 | ) | | | ( 4,206 | ) | | | ( 2,757 | ) |
| Stock-based compensation expense | | | 3,151 | | | | 2,694 | | | | 894 | |
| Non-deductible compensation | | | — | | | | 1,864 | | | | — | |
| Change in valuation allowance | | | 3,241 | | | | 55,173 | | | | 40,445 | |
| Impact of the 2017 Tax Act | | | 74,361 | | | | — | | | | — | |
| Other | | | ( 1,443 | ) | | | 1,330 | | | | 352 | |
Provision for income taxes | | $ | — | | | $ | — | | | $ | — | |
Deferred income tax assets and liabilities arising from differences between accounting for fina
ncial statement purposes and tax purposes, less valuation allowance at year-end are as follows (in thousands):
| | | | |
| | | | | | | |
| Deferred tax assets: | | | | | | | | |
| Net operating loss carryforward | | $ | 134,659 | | | $ | 138,727 | |
Research and development credits | | | 25,919 | | | | 16,687 | |
| Stock-based compensation | | | 8,633 | | | | 10,272 | |
| Other | | | 2,920 | | | | 3,204 | |
| Total gross deferred tax assets | | | 172,131 | | | | 168,890 | |
| Valuation allowance | | | (172,131 | ) | | | (168,890 | ) |
| Net deferred tax assets | | $ | — | | | $ | — | |
We have established a valuation allowance to offset net deferred tax assets as of
December 31, 2017
and
2016
due to the uncertainty of realiz
ing future tax benefits from such assets.
As of
December 31, 2017,
we had federal and state net operating loss (“NOL”) carryforwards of
$557.9
million and
$300.6
million, respectively, expiring beginning in
2018.
As of
December 31, 2017,
we had federal and California state research and development credit carryforwards of
$17.6
million and
$10.5
million, respectively. The federal research and development credit carryforwards will begin to expire in
2022.
The California state credits can be carried forward indefinitely.
Internal Revenue Code (“IRC”) Section
382
and
383
places a limitation on the amount of taxable income that can be offset by NOL and credit carryforwards after a change in control (generally greater than
50%
change in ownership within a
three
-year period) of a loss corporation. California has similar rules. Generally, after a change in control, a loss corporation cannot deduct NOL and credit carryforwards in excess of the IRC Section
382
and
383
limitation. We have performed an IRC Section
382
and
383
analysis and determined there were ownership changes in
2007,
2011,
and
2013.
We are currently in the process of completing the IRC Section
382
and
383
analysis for
2017.
The limitation in the federal and state carryforwards associated with the NOL and credit carryforwards reduce the deferred tax assets, which are further offset by a full valuation allowance. The limitation can result in the expiration of the NOLs and credit carryforwards available as of
December 31, 2017.
We file U.S. and state income tax returns with varying statutes of limitations. The tax years from
1998
to
2017
remain open to examination due to th
e carryover of unused NOL carryforwards and tax credits.
The Tax Cuts and Jobs Act (
“2017
Tax Act”) was enacted in
December 2017.
The
2017
Tax Act, among other things, reduces the U.S. federal corporate tax rate from
35%
to
21%,
effective
January 1, 2018,
requires companies to pay a
one
-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign earnings. We revalued our deferred tax assets as of
December 31, 2017
based on a U.S. federal tax rate of
21%,
which resulted in a reduction to our deferred tax assets of
million fully offset by a reduction to the valuation allowance. We are
not
required to pay a
one
-time transition tax on earnings of our foreign subsidiary as the foreign subsidiary has an accumulated deficit.
As of
December 31, 2017
and
2016,
we had
no
accrued interest and penalties related to uncertain tax positions.
As of both
December 31, 2017
and
2016,
we had unrecognized tax benefits of
million
. We do
not
expect any material changes to the estimated amount of liability associated with our uncertain tax positions within the next
12
months.