Income Taxes

12 Months Ended

Dec. 31, 2019

Income Tax Expense (Benefit), Continuing Operations [Abstract]

Income (loss) before taxes consisted of the following:



	Years Ended December 31,
	2019			2018			2017
	(In thousands)
Domestic	$	(81,316	)	$	(63,829	)	$	46,031
Foreign	(5,700		)	(6,799		)	(5,042		)
	$	(87,016	)	$	(70,628	)	$	40,989

The provision for (benefit from) income taxes is comprised of:



	Years Ended December 31,
	2019			2018			2017
	(In thousands)
Federal:
Current	$	2,932		$	5,451		$	20,661
Deferred	2,016			82,726			43,678
State:
Current	657			333			495
Deferred	(1,198		)	522			(43		)
Foreign:
Current	1,708			1,592			1,101
Deferred	(2,712		)	(3,295		)	(2,041		)
	$	3,403		$	87,329		$	63,851

The differences between Rambus’ effective tax rate and the U.S. federal statutory regular tax rate are as follows:



	Years Ended December 31,
	2019		2018		2017
Expense at U.S. federal statutory rate	21.0	%	21.0	%	35.0	%
Expense (benefit) at state statutory rate	0.9		(1.2	)	0.7
Withholding tax	(3.5	)	(7.7	)	50.1
Foreign rate differential	(1.1	)	(0.2	)	2.8
Research and development (“R&D”) credit	1.2		2.2		(3.9	)
Executive compensation	(1.2	)	(0.1	)	1.8
Stock-based compensation	(2.3	)	(2.8	)	14.9
Foreign tax credit	3.4		7.7		(50.1	)
Foreign derived intangible income deduction	4.6		14.8		—
Impact of corporate rate change on deferred taxes	—		—		50.6
Divestiture	4.8		—		—
Other	(0.2	)	0.7		1.4
Valuation allowance	(31.5	)	(158.0	)	52.5
	(3.9	)%	(123.6	)%	155.8	%

The components of the net deferred tax assets (liabilities) are as follows:



	As of December 31,
	2019			2018
	(In thousands)
Deferred tax assets:
Depreciation and amortization	$	13,995		$	13,085
Lease liabilities	10,734			—
Other timing differences, accruals and reserves	9,522			8,272
Deferred equity compensation	4,456			6,236
Net operating loss carryovers	20,900			21,259
Tax credits	233,407			253,890
Total gross deferred tax assets	293,014			302,742
Deferred tax liabilities:
Lease right-of-use assets	(10,400)			—
Convertible debt	(151)			(207)
Deferred revenue	(94,763)			(143,182		)
Total gross deferred tax liabilities	(105,314)			(143,389		)
Total net deferred tax assets	187,700			159,353
Valuation allowance	(196,972		)	(173,878		)
Net deferred tax liabilities	$	(9,272	)	$	(14,525	)



	As of December 31,
	2019			2018
	(In thousands)
Reported as:
Non-current deferred tax assets	$	4,574		$	4,435
Non-current deferred tax liabilities	(13,846		)	(18,960		)
Net deferred tax liabilities	$	(9,272	)	$	(14,525	)

The Company periodically evaluates the realizability of its net deferred tax assets based on all available evidence, both positive and negative. During the third quarter of 2018, the Company assessed the changes in its underlying facts and circumstances and evaluated the realizability of its existing deferred tax assets based on all available evidence, both positive and negative, and the weight accorded to each, and concluded a full valuation allowance associated with U.S. federal and California deferred tax assets was appropriate. As such, the Company has set up and continues to maintain a full valuation allowance against its U.S. federal deferred tax assets.

The following table presents the tax valuation allowance information for the years ended December 31, 2019, 2018 and 2017:



	Balance at Beginning of Period		Charged (Credited) to Operations	Charged to Other Account*	Valuation Allowance Release	Valuation Allowance Set up	Balance at End of Period
Tax Valuation Allowance
Year ended December 31, 2017	$	23,529	—	5,855	—	21,527	$	50,911
Year ended December 31, 2018	$	50,911	—	9,238	—	113,729	$	173,878
Year ended December 31, 2019	$	173,878	23,094	—	—	—	$	196,972

______________________________________


*	Amounts not charged to operations are charged to other comprehensive income or retained earnings.

As of December 31, 2019, Rambus had California and other state net operating loss carryforwards of $202.7 million and $36.4 million, respectively. As of December 31, 2019, Rambus had federal and state capital loss carryforwards of $26.4 million. As of December 31, 2019, Rambus had federal research and development tax credit carryforwards of $40.6 million, alternative minimum tax credit carryforwards of $1.9 million and foreign tax credits of $186.1 million. As of December 31, 2019, Rambus had California research and development tax credit carryforwards of $31.5 million. The federal foreign tax credits and research and development credits begin to expire in 2020 and 2019, respectively. Approximately $29.1 million of federal foreign tax credits will expire in 2020. The California net operating losses begin to expire in 2020. The California research and development credits carry forward indefinitely.

In the event of a change in ownership, as defined under federal and state tax laws, Rambus’ net operating loss and tax credit carryforwards could be subject to annual limitations. The annual limitations could result in the expiration of the net operating loss and tax credit carryforwards prior to utilization.

As of December 31, 2019, the Company had $115.7 million of unrecognized tax benefits including $22.8 million recorded as a reduction of long-term deferred tax assets, $91 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea (Korea), and $1.8 million recorded in long-term income taxes payable. As a result of recent court rulings in Korea, the Company has determined that they may be entitled to refund claims for foreign taxes previously withheld from licensees in Korea. The Company recognizes that there are numerous risks and uncertainties associated with the ultimate collection of this refund, and, has therefore established an offsetting reserve for the entire amount of refundable withholding taxes previously withheld in Korea (which had an insignificant impact to the Company’s income tax provision). If recognized, $1.8 million would be recorded as an income tax benefit in the consolidated statement of operations. As of December 31, 2018, the Company had $23.5 million of unrecognized tax benefits including $21.4 million recorded as a reduction of long-term deferred tax assets and $2.1 million recorded in long term income taxes payable. If recognized, $2.1 million would be recorded as an income tax benefit in the consolidated statement of operations. It is reasonably possible that a reduction of up to $0.1 million of existing unrecognized tax benefits could occur in the next 12 months.

A reconciliation of the beginning and ending amounts of unrecognized income tax benefits for the years ended December 31, 2019, 2018 and 2017 is as follows (amounts in thousands):



	Years Ended December 31,
	2019			2018			2017
Balance at January 1	$	23,482		$	22,652		$	21,925
Tax positions related to current year:
Additions	16,485			1,032			1,083
Tax positions related to prior years:
Additions	76,158			115			16
Reductions	(472		)	(317		)	(372		)
Settlements	—			—			—
Balance at December 31	$	115,653		$	23,482		$	22,652

Rambus recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision (benefit). At December 31, 2019 and 2018, an immaterial amount of interest and penalties are included in long-term income taxes payable.

Rambus files income tax returns for the U.S., California, India, the U.K., the Netherlands and various other state and foreign jurisdictions. The U.S. federal returns are subject to examination from 2016 and forward. The California returns are subject to examination from 2010 and forward. In addition, any research and development credit carryforward or net operating loss carryforward generated in prior years and utilized in these or future years may also be subject to examination. The India returns are subject to examination from fiscal year ending March 2012 and forward. The Company is currently under examination by California for the 2010 and 2011 tax years. The Company’s India subsidiary is under examination by the Indian tax administration for tax years beginning with 2011, except for 2014, which was assessed in the Company’s favor. These examinations may result in proposed adjustments to the income taxes as filed during these periods. Management regularly assesses the likelihood of outcomes resulting from income tax examinations to determine the adequacy of their provision for income taxes and believes their provision for unrecognized tax benefits is adequate.

Additionally, the Company’s future effective tax rates could be adversely affected by earnings being higher than anticipated in countries where the Company has higher statutory rates or lower than anticipated in countries where it has lower statutory rates, by changes in valuation of its deferred tax assets and liabilities or by changes in tax laws or interpretations of those laws.

At December 31, 2019, no other income taxes (state or foreign) have been provided on undistributed earnings of approximately $14.0 million from the Company’s international subsidiaries since these earnings have been, and under current plans will continue to be, indefinitely reinvested outside the United States. However, if such earnings were distributed, the Company would incur approximately $1.9 million of foreign withholding taxes and an immaterial amount of U.S. taxes.