Bionano Genomics, Inc. Income Taxes Disclosure
12. Income Taxes
The domestic and foreign components of loss before income taxes are as follows:
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Domestic |
|
$ |
(26,450,000 |
) |
|
$ |
(112,422,000 |
) |
Foreign |
|
|
122,000 |
|
|
|
438,000 |
|
Loss before provision for income taxes |
|
$ |
(26,328,000 |
) |
|
$ |
(111,984,000 |
) |
The provision for domestic and foreign income taxes is as follows:
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Current: |
|
|
|
|
|
|
||
Federal |
|
$ |
— |
|
|
$ |
— |
|
Foreign |
|
|
51,000 |
|
|
|
34,000 |
|
State and local |
|
|
16,000 |
|
|
|
(1,000 |
) |
Total current income tax provision |
|
$ |
67,000 |
|
|
$ |
33,000 |
|
Deferred: |
|
|
|
|
|
|
||
Federal |
|
$ |
— |
|
|
$ |
— |
|
Foreign |
|
|
— |
|
|
|
— |
|
State and local |
|
|
— |
|
|
|
— |
|
Total deferred income tax provision |
|
|
— |
|
|
|
— |
|
Income tax provision |
|
$ |
67,000 |
|
|
$ |
33,000 |
|
Reconciliations of the income tax computed at the federal statutory tax rate to the provision for income taxes are as follows:
|
|
Year Ended December 31, |
|
|||||||||||||
|
|
2025 |
|
|
2024 |
|
||||||||||
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
||||
U.S. federal statutory tax rate |
|
$ |
(5,529,000 |
) |
|
|
21.00 |
% |
|
$ |
(23,517,000 |
) |
|
|
21.00 |
% |
State and local income tax, net of federal income tax effect |
|
|
176,000 |
|
|
|
-0.67 |
% |
|
|
367,000 |
|
|
|
-0.33 |
% |
Foreign tax effects |
|
|
25,000 |
|
|
|
-0.10 |
% |
|
|
(57,000 |
) |
|
|
0.05 |
% |
Tax credits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development tax credits |
|
|
(234,000 |
) |
|
|
0.89 |
% |
|
|
145,000 |
|
|
|
-0.13 |
% |
Change in valuation allowance |
|
|
5,491,000 |
|
|
|
-20.86 |
% |
|
|
26,974,000 |
|
|
|
-24.09 |
% |
Nontaxable or nondeductible items |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration liability |
|
|
— |
|
|
|
0.00 |
% |
|
|
(2,287,000 |
) |
|
|
2.04 |
% |
Officers’ compensation |
|
|
22,000 |
|
|
|
-0.08 |
% |
|
|
188,000 |
|
|
|
-0.17 |
% |
Stock-based compensation |
|
|
752,000 |
|
|
|
-2.86 |
% |
|
|
1,716,000 |
|
|
|
-1.53 |
% |
Convertible debentures and warrants |
|
|
(795,000 |
) |
|
|
3.02 |
% |
|
|
1,544,000 |
|
|
|
-1.38 |
% |
Other |
|
|
20,000 |
|
|
|
-0.07 |
% |
|
|
44,000 |
|
|
|
-0.04 |
% |
Changes in unrecognized tax benefits |
|
|
— |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Section 382 |
|
|
— |
|
|
|
0.00 |
% |
|
|
(4,239,000 |
) |
|
|
3.79 |
% |
Other |
|
|
139,000 |
|
|
|
-0.52 |
% |
|
|
(845,000 |
) |
|
|
0.75 |
% |
Provision for income taxes |
|
$ |
67,000 |
|
|
|
-0.25 |
% |
|
$ |
33,000 |
|
|
|
-0.04 |
% |
State taxes in California, Massachusetts and Texas made up the majority (greater than 50%) of the Company’s state and local taxes for the years ended December 31, 2025 and 2024.
Significant components of the Company’s deferred tax assets at December 31, 2025 and 2024 are as follows:
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Deferred tax assets: |
|
|
|
|
|
|
||
Net operating loss carryforwards |
|
$ |
123,470,000 |
|
|
$ |
113,907,000 |
|
Research and development credits |
|
|
9,363,000 |
|
|
|
9,130,000 |
|
Stock-based compensation |
|
|
2,315,000 |
|
|
|
2,136,000 |
|
ASC 842 - lease liability |
|
|
1,510,000 |
|
|
|
1,529,000 |
|
UNICAP |
|
|
298,000 |
|
|
|
527,000 |
|
Sec 174 Capitalization |
|
|
10,725,000 |
|
|
|
14,759,000 |
|
Other |
|
|
1,328,000 |
|
|
|
1,708,000 |
|
Total gross |
|
|
149,009,000 |
|
|
|
143,696,000 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
||
Depreciation |
|
|
(195,000 |
) |
|
|
— |
|
Amortization |
|
|
(926,000 |
) |
|
|
(2,100,000 |
) |
ASC 842 - ROU asset |
|
|
(1,378,000 |
) |
|
|
(1,124,000 |
) |
Less: valuation allowance |
|
|
(146,510,000 |
) |
|
|
(140,472,000 |
) |
Deferred tax assets, net of valuation allowance |
|
$ |
— |
|
|
$ |
— |
|
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Deferred tax assets - Valuation allowance: |
|
|
|
|
|
|
||
Balance at beginning of the year |
|
$ |
140,472,000 |
|
|
$ |
110,713,000 |
|
Federal increase |
|
|
5,491,000 |
|
|
|
26,974,000 |
|
State increase |
|
|
547,000 |
|
|
|
2,785,000 |
|
Balance at the end of the year |
|
$ |
146,510,000 |
|
|
$ |
140,472,000 |
|
As of December 31, 2025, the Company had federal and state tax net operating loss carryforwards of $531.2 million and $199.9 million, respectively. The federal tax loss carryforwards include $489.6 million that do not expire but utilization is limited to 80% of the Company’s taxable income in any given tax year based on current federal tax laws. The remaining federal tax loss carryforwards of $41.6 million and state tax loss carryforwards begin to expire in 2027 and 2026, respectively. As of December 31, 2025, the Company also had federal and California research credit carryforwards of $7.3 million and $10.6 million, respectively. The federal research credit carryforwards begin to expire in 2027. The California research credits carry forward indefinitely.
Management assesses all available evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. The Company has experienced net losses since inception, and the revenue and income potential of the Company’s business and market are unproven. Due to the Company’s continuing research and development (“R&D”) activities, the Company expects to continue to incur net losses into the foreseeable future. As such, the Company cannot conclude that it is more likely than not that its deferred tax assets will be realized. A valuation allowance of $146.5 million, and $140.5 million as of December 31, 2025, and 2024, respectively, had been established to offset the deferred tax assets.
Utilization of the net operating losses and R&D credit carryforwards may be subject to annual limitations due to ownership changes that have occurred or that could occur in the future, as required by Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state and foreign provisions. These ownership changes may limit the amount of net operating losses and R&D credit carryforwards that can be utilized
annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of outstanding stock of a company by certain stockholders.
The Company had performed an ownership change analysis pursuant to Section 382 of the Code through tax year 2023 and identified that ownership changes occurred on various dates that will limit the Company’s ability to utilize its net operating loss and R&D credit carryforwards. Based on the analysis, the Company’s deferred tax assets related to the tax attributes that will expire unused as a result of the ownership change limitations (and their corresponding valuation allowance) have been adjusted as of December 31, 2023 and were further adjusted at December 31, 2024. As a result of limitations arising from the prior ownership changes, $29.3 million of federal and $4.6 million of California net operating loss carry-forwards were removed from the inventory of deferred tax assets as of December 31, 2024. In addition, $5.9 million of federal R&D tax credits were removed from the deferred tax assets as of December 31, 2024. Further, the Company’s deferred tax assets associated with such tax attributes could be significantly reduced upon a future ownership change within the meaning of Section 382 of the Code.
Reconciliations of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, are as follows:
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Balance at beginning of the year |
|
$ |
6,943,000 |
|
|
$ |
4,987,000 |
|
Additions for tax positions taken in the prior year |
|
|
— |
|
|
|
1,190,000 |
|
Additions for tax positions taken in the current year |
|
|
185,000 |
|
|
|
766,000 |
|
Balance at the end of the year |
|
$ |
7,128,000 |
|
|
$ |
6,943,000 |
|
The Company recognizes the benefit of uncertain tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained. Due to the valuation allowance position, none of the unrecognized tax benefits, if recognized, will impact the Company’s effective tax rate. The Company does not anticipate a significant change in the unrecognized tax benefits during the next twelve months.
The Company’s practice is to recognize interest and penalties related to income tax matters in income tax expense. The Company had no accrual of interest and penalties on the Company’s balance sheets and had not recognized any interest and penalties in the statements of operations for the years ended December 31, 2025 and 2024.
The Company is subject to taxation in the United States, the United Kingdom and China. The Company’s tax years from 2007 (inception) are subject to examination by the United States and state authorities due to the carry forward of unutilized net operating losses and R&D credits.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The new tax law contains several key provisions affecting corporations including but are not limited to expensing of domestic specified research or experimental expenditures and one hundred percent bonus depreciation on eligible property after January 19, 2025. In accordance with Accounting Standards Codification (ASC) 740, Income Taxes, the Company is required to recognize the effect of the tax law changes in the period of enactment, such as remeasuring the estimated U.S. deferred tax assets and liabilities. Because of the full valuation allowance, there is no effect to deferred tax assets and liabilities for the year ended December 31, 2025. The Company will continue to apply OBBBA tax law changes as required or elected in future years.
The amounts of cash taxes paid are as follows:
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Current: |
|
|
|
|
|
|
||
Federal |
|
$ |
— |
|
|
$ |
— |
|
Foreign |
|
|
113,000 |
|
|
|
48,000 |
|
State and local |
|
|
6,000 |
|
|
|
6,000 |
|
Total |
|
$ |
119,000 |
|
|
$ |
54,000 |
|
In 2025, the only foreign jurisdiction with cash taxes paid was the United Kingdom.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 23, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2023 | Mar 5, 2024 | |
| 2022 | Mar 9, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 23, 2021 | |
| 2019 | Mar 10, 2020 | |
| 2018 | Mar 14, 2019 | |
About Income Taxes Disclosures
The income tax disclosure reveals how much a company actually pays in taxes versus what the statutory rate would predict. Analysts focus on the effective tax rate (ETR) reconciliation, which breaks down every item driving the gap between the 21% federal rate and the company's reported ETR — including R&D credits, foreign rate differentials, and state taxes. Deferred tax assets (DTAs) and their valuation allowances signal management's confidence in future profitability: a rising allowance suggests the company doubts it can use accumulated tax benefits. Uncertain tax benefit (UTB) reserves quantify exposure to IRS challenges on aggressive positions.
Key signals to watch: sudden ETR drops without clear operational reasons, large increases in valuation allowances, growing UTB balances, and significant unremitted foreign earnings. Post-TCJA, pay attention to GILTI and BEAT provisions that affect multinational tax structures. Compare the cash taxes paid (from the cash flow statement) against the income tax provision to gauge earnings quality.