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Income Taxes
12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]  
Income Taxes

12. Income Taxes

Loss before provision for income taxes was as follows:

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

(in thousands)

 

United States

 

$

(63,200

)

 

$

(69,769

)

 

$

(54,894

)

Foreign

 

 

12,427

 

 

 

7,809

 

 

 

4,855

 

Total

 

$

(50,773

)

 

$

(61,960

)

 

$

(50,039

)

 

The (provision) benefit for income taxes consists of the following:

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

(in thousands)

 

Current income tax provision

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

(238

)

 

$

(184

)

 

$

 

State

 

 

(241

)

 

 

(140

)

 

 

(144

)

Foreign

 

 

(3,293

)

 

 

(1,508

)

 

 

(1,077

)

Total current income tax provision

 

 

(3,772

)

 

 

(1,832

)

 

 

(1,221

)

Deferred income tax benefit

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

 

160

 

 

 

21

 

 

 

10,435

 

State

 

 

 

 

 

 

 

 

977

 

Foreign

 

 

639

 

 

 

(57

)

 

 

134

 

Total deferred income tax benefit (expense)

 

 

799

 

 

 

(36

)

 

 

11,546

 

Total income tax benefit (provision)

 

$

(2,973

)

 

$

(1,868

)

 

$

10,325

 

 

The following reconciles the differences between income taxes computed at the federal statutory rate of 21% for 2019 and 2018 and 35% for 2017 and the provision for income taxes:

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

(in thousands)

 

Expected income tax benefit at the federal statutory rate

 

$

10,665

 

 

$

12,955

 

 

$

17,166

 

State taxes net of federal benefit

 

 

3,700

 

 

 

5,155

 

 

 

5,150

 

Stock-based compensation

 

 

16,055

 

 

 

17,575

 

 

 

10,939

 

Executive compensation limitation

 

 

(7,244

)

 

 

 

 

 

 

Difference in foreign tax rates

 

 

693

 

 

 

435

 

 

 

988

 

U.S. tax credits

 

 

24,170

 

 

 

1,763

 

 

 

1,717

 

Convertible debt and acquisition

 

 

 

 

 

 

 

 

11,573

 

Federal rate change

 

 

 

 

 

 

 

 

(49,123

)

Transition tax

 

 

 

 

 

 

 

 

(1,063

)

GILTI inclusion

 

 

(1,645

)

 

 

(1,177

)

 

 

 

Meals and entertainment

 

 

(1,208

)

 

 

(1,411

)

 

 

(745

)

Change in valuation allowance

 

 

(47,523

)

 

 

(37,059

)

 

 

13,988

 

Other

 

 

(636

)

 

 

(104

)

 

 

(265

)

Income tax benefit (provision)

 

$

(2,973

)

 

$

(1,868

)

 

$

10,325

 

 

On December 22, 2017, the United States of America signed tax legislation (the “2017 Act”) which enacted a wide range of changes to the U.S. corporate income tax system. The 2017 Act reduced the U.S. corporate tax rate from 35% to 21% effective January 1, 2018, broadened the tax base and changes rules for expensing and capitalizing business expenditures, established a territorial tax system for foreign earnings as well as a minimum tax on certain foreign earnings, provided for a one-time transition tax on previously undistributed foreign earnings, and introduced new rules for the treatment of certain export sales. The Company recorded provisional estimates for the impact of the 2017 Act during the period ended December 31, 2017 and completed the accounting in 2018 without any significant adjustments to the provisional estimates.

 

Deferred Tax Assets and Liabilities —Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows:

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

 

(in thousands)

 

Deferred tax assets:

 

 

 

 

 

 

 

 

Net operating loss carryforwards

 

$

142,512

 

 

$

118,897

 

Research and investment credits

 

 

35,285

 

 

 

11,154

 

Accruals and reserves

 

 

9,239

 

 

 

7,734

 

Depreciation

 

 

1,756

 

 

 

1,119

 

Stock-based compensation

 

 

5,451

 

 

 

5,404

 

Interest expense

 

 

3,197

 

 

 

2,466

 

Total deferred tax assets

 

 

197,440

 

 

 

146,774

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Intangible assets

 

 

(2,678

)

 

 

(1,002

)

Convertible debt

 

 

(3,550

)

 

 

(4,675

)

Capitalized costs

 

 

(11,351

)

 

 

(8,002

)

Depreciation

 

 

(138

)

 

 

 

Total deferred tax liabilities

 

 

(17,717

)

 

 

(13,679

)

Valuation allowance

 

 

(180,092

)

 

 

(132,759

)

Net deferred tax assets

 

$

(369

)

 

$

336

 

 

The Company reviews all available evidence to evaluate the realizability of its deferred tax assets, including its recent history of accumulated losses over the most recent three years as well as its ability to generate income in future periods. The Company has provided a valuation allowance against its U.S. net deferred tax assets as it is more likely than not that these assets will not be realized given the nature of the assets and the likelihood of future utilization.

The valuation allowance increased by $47.3 million in 2019, $36.1 million in 2018 and $5.5 million in 2017, primarily due to the increase in the U.S. net operating loss deferred tax asset. The Company does not expect any significant changes in its valuation allowance positions within the next 12 months.

Prior to the 2017 Act, the Company had asserted that the earnings of its foreign subsidiaries were indefinitely reinvested in the operations of those subsidiaries. In 2018, the Company completed its accounting for the impact of the 2017 Act and determined that it would no longer assert indefinite reinvestment of its foreign earnings. Earnings through December 31, 2017 have been subject to U.S. federal income tax via the one-time transition tax on previously undistributed foreign earnings. The foreign earnings for the years ended December 31, 2019 and 2018 have been subject to U.S. federal income tax via the Global Intangible Low-Taxed Income (“GILTI”) provision. The Company has determined that any incremental tax incurred upon ultimate distribution of these earnings to the U.S. would not be material.

The Company had federal and state net operating loss carryforwards of $947 million at December 31, 2019 and $781 million at December 31, 2018. The Company also had international net operating loss carryforwards of $6 million at December 31, 2019. As a result of the 2017 Act all federal net operating losses, created after January 1, 2018, have an indefinite carryforward period. All federal net operating losses, created before January 1, 2018, are subject to a 20 year carryforward period and will expire at various dates through 2037. State net operating losses will expire at various dates through 2039. The Company has a federal interest expense carryforward of $13.0 million at December 31, 2019, and $10.0 million at December 31, 2018, which have an indefinite carryforward period.

The Company had federal research and development credit carryforwards of $23.0 million at December 31, 2019 that expire at various dates through 2039. The Company also has state research and investment tax credit carryforwards of $12.2 million, that expire at various dates through 2034.

Under Section 382 of the Internal Revenue Code of 1986, as amended, substantial changes in the Company's ownership may limit the amount of net operating loss carryforwards that could be utilized annually in the future to offset taxable income. Specifically, this limitation may arise in the event of a cumulative change in ownership of the Company of more than 50% within a three-year period. Any such annual limitation may significantly reduce the utilization of net operating loss carryforwards before they expire. The Company performed an analysis through December 31, 2018 and determined any potential ownership change under Section 382 during the year would not have a material impact on the future utilization of US net operating losses and tax credits. There was no material change to this conclusion in 2019. However, future transactions in the Company's common stock could trigger an ownership change for purposes of Section 382, which could limit the amount of net operating loss carryforwards and other attributes that could be utilized annually in the future to offset taxable income, if any. Any such limitation, whether as the result of sales of common stock by our existing stockholders or sales of common stock by the Company, could have a material adverse effect on results of operations in future years.

Uncertain Tax Positions —The Company accounts for uncertainty in income taxes using a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination by a tax authority, including resolutions of any related appeals or litigation processes, based on technical merit. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

The following summarizes activity related to unrecognized tax benefits:

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

(in thousands)

 

Unrecognized benefit—beginning of the year

 

$

3,925

 

 

$

2,725

 

 

$

1,742

 

Gross increases—current period positions

 

 

2,387

 

 

 

1,200

 

 

 

983

 

Gross decrease—prior period positions

 

 

(867

)

 

 

 

 

 

 

Unrecognized benefit—end of period

 

$

5,445

 

 

$

3,925

 

 

$

2,725

 

 

All of the gross unrecognized tax benefits represent a reduction to the research and development tax credit carryforward. The gross decrease to prior period positions is a result of the Company completing its documentation of credits generated between 2015 and 2018.

All of the unrecognized tax benefits decrease deferred tax assets with a corresponding decrease to the valuation allowance. None of the unrecognized tax benefits would affect the Company’s effective tax rate if recognized in the future.

The Company has elected to recognize interest and penalties related to uncertain tax positions as a component of income tax expense. No interest or penalties have been recorded through December 31, 2019 because the Company has no tax due because of significant NOL carryforwards.

The Company does not expect any significant change in its unrecognized tax benefits within the next 12 months.

The Company files tax returns in the United States and various jurisdictions throughout the world where the Company has operations or established a taxable presence. All of the Company’s tax years remain open to examination in the United States, as carryforward attributes generated in past years may still be adjusted upon examination by the Internal Revenue Service or state tax authorities if they have or will be used in future periods.  The Company remains open to examination for varying periods in the other foreign jurisdictions and is routinely examined by various taxing authorities.