Entity information:

11.

Income Taxes

The Company utilizes the liability method of accounting for deferred income taxes. Under this method, deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. A valuation allowance is established against deferred tax assets because, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense.

The components of loss before income taxes are as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2017

 

 

2016

 

 

2015

 

Domestic

 

$

(222,674

)

 

$

(95,776

)

 

$

(220,059

)

Foreign

 

 

(15,496

)

 

 

(31,561

)

 

 

(3,201

)

Total

 

$

(238,170

)

 

$

(127,337

)

 

$

(223,260

)

 

There was no provision for income taxes for all years presented due to the establishment of a full valuation allowance against the Company’s deferred tax assets.

A reconciliation of the statutory U.S. federal rate to the Company’s effective tax rate is as follows:

 

 

 

Year Ended December 31,

 

 

 

2017

 

 

2016

 

 

2015

 

Percent of pre-tax income:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. federal statutory income tax rate

 

 

34.00

%

 

 

34.00

%

 

 

34.00

%

State taxes, net of federal benefit

 

 

0.80

 

 

 

1.98

 

 

 

0.70

 

Foreign rate differences

 

 

(2.21

)

 

 

(8.43

)

 

 

(0.49

)

Permanent items

 

 

(0.19

)

 

 

(2.02

)

 

 

(1.25

)

Research and development credit

 

 

2.10

 

 

 

8.38

 

 

 

2.46

 

Effect in NOLs due to adoption of ASU 2016-09

 

 

4.55

 

 

 

 

 

 

 

U.S. Tax Reform tax rate change

 

 

(36.90

)

 

 

 

 

 

 

Other

 

 

(0.21

)

 

 

(0.13

)

 

 

0.57

 

Change in valuation allowance

 

 

(1.94

)

 

 

(33.78

)

 

 

(35.99

)

Effective income tax rate

 

 

%

 

 

%

 

 

%

 

Significant components of the Company’s net deferred tax assets as of December 31, 2017 and 2016 consist of the following (in thousands):

 

 

December 31,

 

 

 

2017

 

 

2016

 

Net operating loss carryforwards

 

$

134,420

 

 

$

136,854

 

Research and development credits

 

 

34,435

 

 

 

26,172

 

Depreciation and amortization

 

 

336

 

 

 

645

 

Stock-based compensation

 

 

13,119

 

 

 

11,995

 

Other accruals

 

 

655

 

 

 

2,495

 

Deferred revenue

 

 

 

 

 

531

 

Gross deferred tax assets

 

 

182,965

 

 

 

178,692

 

In-process research and development

 

 

(550

)

 

 

(891

)

Gross deferred tax liabilities

 

 

(550

)

 

 

(891

)

Total net deferred tax asset

 

 

182,415

 

 

 

177,801

 

Less valuation allowance

 

 

(182,415

)

 

 

(177,801

)

Net deferred tax assets

 

$

 

 

$

 

 

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law. Accounting Standards Codification (ASC) 740, Income Taxes, requires companies to recognize the effect of the tax law changes in the period of enactment. However, the SEC staff issued Staff Accounting Bulletin 118, which will allow companies to record provisional amounts during a measurement period that is similar to the measurement period used when accounting for business combinations. The Company has adjusted its deferred tax assets and liabilities based on the reduction of the U.S. federal corporate tax rate from 35% to 21% and assessed the realizability of its deferred tax assets based on the current understanding of the provisions of the new law. The Company considers its accounting for the impacts of the new law to be provisional and will continue to assess the impact of the recently enacted tax law on its business and consolidated financial statements over the next twelve months.

The valuation allowance increased $4.6 million, $43.0 million and $79.2 million during the years ended December 31, 2017, 2016 and 2015, respectively.

As of December 31, 2017, the Company had federal net operating loss carryforwards of approximately $624.3 million, which will start to expire beginning in 2031, and various state net operating loss carryforwards of approximately $43.6 million, which have various expiration dates beginning in 2031. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. Under the new enacted tax law, the carry forward period of net operating losses generated from 2018 forward is indefinite. However, the carryforward period for net operating losses generated prior to 2018 remains the same. Therefore, the annual limitation may result in the expiration of certain net operating losses and tax credit carryforwards before their utilization.

As of December 31, 2017, the Company had federal research and development credit carryforwards of approximately $37.5 million, which will start to expire in 2031, and state research and development credit carryforwards of approximately $14.8 million, which can be carried forward indefinitely.

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences representing net future deductible amounts become deductible. Due to the Company’s history of losses, and lack of other positive evidence, the Company has determined that it is more likely than not that its net deferred tax assets will not be realized, and therefore, the net deferred tax assets are fully offset by a valuation allowance at December 31, 2017 and 2016. The deferred tax assets were primarily comprised of federal and state tax net operating losses and tax credit carryforwards. Utilization of the net operating loss and tax credit carryforwards may be subject to an annual limitation due to historical or future ownership percentage change rules provided by the Internal Review Code of 1986, and similar state provisions. The annual limitation may result in the expiration of certain net operating loss and tax credit carryforwards before their utilization.

The Company adopted ASU 2016-09 on January 1, 2017. Under this guidance, on a prospective basis, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital. Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the statement of operations. In addition, the guidance eliminates the requirement that excess tax benefits be realized before companies can recognize them. The standard requires a cumulative-effect adjustment for previously unrecognized excess tax benefits in opening retained earnings in the annual period of adoption. As of January 1, 2017, the Company had a previously unrecognized deferred tax asset of $10.8 million relating to the excess tax benefits. Upon adoption, the Company recognized this excess tax benefit as a deferred tax asset with a corresponding increase to its deferred tax asset valuation allowance. Additionally, as provided for under this new guidance, the Company elected to account for forfeitures as they occur. The adoption of this standard did not have a material impact on the Company’s financial statements.

The Company files U.S, California and other state income tax returns with varying statutes of limitations. The tax years from 2011 forward remain open to examination due to the carryover of unused net operating losses and tax credits.

A reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2017, 2016 and 2015 is as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2017

 

 

2016

 

 

2015

 

Balance at beginning of year

 

$

18,682

 

 

$

10,605

 

 

$

3,816

 

Additions based on tax positions related to current year

 

 

3,387

 

 

 

6,111

 

 

 

3,633

 

Additions for tax positions of prior years

 

 

(6,387

)

 

 

1,966

 

 

 

3,156

 

Balance at end of year

 

$

15,682

 

 

$

18,682

 

 

$

10,605

 

 

As of December 31, 2017 and 2016, the Company had approximately $15.7 million and $18.7 million, respectively, of unrecognized benefits, none of which would currently affect the Company’s effective tax rate if recognized due to the Company’s deferred tax assets being fully offset by a valuation allowance. The Company does not believe there will be any material changes in its unrecognized tax positions over the next twelve months. During the years ended December 31, 2017, 2016 and 2015, the Company did not recognize accrued interest and penalties related to unrecognized tax benefits. The Company does not anticipate a material adjustment of unrecognized tax benefits during the next 12 months as reductions for tax positions of prior years.