8. Income Taxes
As of December 31, 2017, the Company had federal and state net operating loss carryforwards of approximately $237.0 million and $235.9 million, respectively, which are available to reduce future taxable income. The Company also had federal and state tax credits of $14.1 million and $1.7 million, respectively, which may be used to offset future tax liabilities. The net operating loss (NOL) and tax credit carryforwards will expire at various dates through 2037. NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three‑year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years.
A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations follows:
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|
|
|
December 31, |
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||
|
|
|
2017 |
|
2016 |
|
|
Income tax benefit using U.S. federal statutory rate |
|
34.00 |
% |
34.00 |
% |
|
State tax benefit, net of federal benefit |
|
5.00 |
% |
3.43 |
% |
|
Research and development tax credits |
|
7.04 |
% |
4.42 |
% |
|
Permanent items |
|
(1.24) |
% |
(3.88) |
% |
|
Effect of U.S. Tax Cuts and Jobs Act |
|
(45.19) |
% |
— |
% |
|
Change in the valuation allowance |
|
0.19 |
% |
(36.71) |
% |
|
Other |
|
0.20 |
% |
(1.26) |
% |
|
|
|
— |
% |
— |
% |
The principal components of the Company’s deferred tax assets are as follows (in thousands):
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|
|
December 31, |
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|
|
|
2017 |
|
2016 |
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|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Net operating loss carryforwards |
|
$ |
64,677 |
|
$ |
72,285 |
|
|
Capitalized research and development |
|
|
2,780 |
|
|
1,836 |
|
|
Research and development credits |
|
|
15,406 |
|
|
8,298 |
|
|
Stock-based compensation |
|
|
2,560 |
|
|
3,083 |
|
|
Other |
|
|
379 |
|
|
429 |
|
|
Gross deferred tax assets |
|
|
85,802 |
|
|
85,931 |
|
|
Valuation allowance |
|
|
(85,802) |
|
|
(85,931) |
|
|
Net deferred tax asset |
|
$ |
— |
|
$ |
— |
|
The Company has recorded a valuation allowance against its deferred tax assets at December 31, 2017 and 2016 because the Company’s management believes that it is more likely than not that these assets will not be fully realized. The decrease in the valuation allowance of approximately $129,000 in the year ended December 31, 2017 primarily relates to the reduction in the federal rate for corporations under the Tax Cuts and Jobs Act of 2017.
The Company’s reserves related to taxes are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. From inception and through December 31, 2017, the Company had no unrecognized tax benefits or related interest and penalties accrued. The Company has not conducted a study of research and development (R&D) credit carryforwards. This study may result in an adjustment to the Company’s R&D credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s R&D credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the consolidated balance sheet or statement of operations if an adjustment were required. The Company would recognize both accrued interest and penalties related to unrecognized benefits in income tax expense. The Company’s uncertain tax positions are related to years that remain subject to examination by relevant tax authorities. Since the Company is in a loss carryforward position, the Company is generally subject to examination by the U.S. federal, state and local income tax authorities for all tax years in which a loss carryforward is available.
On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was enacted. This law substantially amended the Internal Revenue Code and among other things, effective January 1, 2018, permanently reduced the U.S. corporate income tax rate from 35% to 21% and repealed the performance exception permitting certain executive officer compensation greater than $1.0 million to be deducted. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), which allows the recording of provisional amounts during a measurement period not to extend beyond one year of the enactment date. In accordance with SAB 118, the Company has determined that its deferred tax asset value and associated valuation allowance reduction of $30.6 million is a provisional amount and a reasonable estimate at December 31, 2017. The final impact may differ from this provisional amount due to, among other things, changes in interpretations and assumptions the Company has made thus far and the issuance of additional regulatory or other guidance. The Company expects to determine the final impact within the measurement period.