Income Taxes
A reconciliation of loss before income taxes for domestic and foreign locations for the years ended December 31, 2025, 2024 and 2023 is as follows:
| | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Year Ended December 31, |
| | 2025 | | 2024 | | 2023 |
| United States | | $ | 241,398 | | | $ | (151,343) | | | $ | (305,035) | |
| Foreign | | (22,296) | | | (8,888) | | | (29,202) | |
| Income (loss) before income taxes | | $ | 219,102 | | | $ | (160,231) | | | $ | (334,237) | |
The (benefit) provision for income taxes was as follows:
| | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Year Ended December 31, |
| Current: | | 2025 | | 2024 | | 2023 |
| Federal | | $ | — | | | $ | — | | | $ | — | |
| State | | — | | | (26) | | | 5 | |
| Foreign | | — | | | — | | | — | |
| | $ | — | | | $ | (26) | | | $ | 5 | |
| Deferred: | | | | | | |
| Federal | | $ | — | | | $ | — | | | $ | — | |
| State | | — | | | — | | | — | |
| Foreign | | — | | | — | | | — | |
| | $ | — | | | $ | — | | | $ | — | |
| | | | | | |
| (Benefit) provision for income tax | | $ | — | | | $ | (26) | | | $ | 5 | |
A reconciliation of income tax (benefit) provision from continuing operations to the amount computed by applying the statutory federal income tax rate to the net income (loss) from continuing operations is summarized as follows:
| | | | | | | | | | | | | | |
| | Year Ended December 31, 2025 |
| (in thousands) | | | | |
| U.S. income tax at federal statutory rate | | $ | 46,011 | | | 21.00 | % |
| State and local income tax, net of federal income tax effect | | — | | | — | % |
| Foreign tax effects | | | | |
| China: | | | | |
| Change in valuation allowance | | 3,139 | | | 1.43 | % |
| Other foreign jurisdictions | | (48) | | | (0.02) | % |
| Other foreign | | 1,591 | | | 0.73 | % |
| Changes in valuation allowance | | (85,261) | | | (38.91) | % |
| Nontaxable or nondeductible items | | | | |
| Officer compensation | | 2,978 | | | 1.35 | % |
| | | | |
| Equity compensation | | 2,604 | | | 1.19 | % |
| Debt restructuring | | 30,250 | | | 13.81 | % |
| Other | | 6 | | | — | % |
| Other adjustments | | | | |
| Other | | (1,270) | | | (0.58) | % |
| Provision for income tax | | $ | — | | | — | % |
Below is a tabular rate reconciliation previously disclosed for the years ended December 31, 2024 and 2023.
| | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (in thousands) | | 2024 | | 2023 |
| U.S. income tax at federal statutory rate | | $ | (33,649) | | | $ | (70,190) | |
| State income tax, net of federal benefits | | (3,077) | | | (7,670) | |
| Foreign rate differential | | (324) | | | (1,315) | |
| Warrant fair value adjustment | | — | | | — | |
| Officer compensation | | — | | | — | |
| Share-based compensation | | 1,931 | | | 3,639 | |
| Debt restructuring | | — | | | — | |
| Research and development credits | | — | | | (6) | |
| | | | |
| Change in tax rates | | 1,673 | | | 166 | |
| Other | | 699 | | | 431 | |
| Change in valuation allowance | | 32,721 | | | 74,950 | |
| (Benefit) provision for income tax | | $ | (26) | | | $ | 5 | |
Significant components of the Company's deferred tax assets and liabilities as of December 31, 2025, and 2024 are shown below.
| | | | | | | | | | | | | | |
| | December 31, |
| (in thousands) | | 2025 | | 2024 |
| Deferred Tax Assets: | | | | |
| Net operating loss (NOL) | | $ | 191,851 | | | $ | 300,036 | |
| Operating lease liability | | 31,554 | | | 29,763 | |
| Intangibles | | 7,595 | | | 10,639 | |
| Share-based compensation | | 11,406 | | | 11,071 | |
| Litigation-related accrual, net of taxes | | 9,072 | | | — | |
| | | | |
| Inventory | | 7,174 | | | 9,252 | |
| Property, plant and equipment | | 4,565 | | | — | |
| Other | | 5,011 | | | 6,040 | |
| Total gross deferred tax assets | | 268,228 | | | 366,801 | |
| | | | |
| Deferred Tax liabilities: | | | | |
| Operating lease right-of-use assets | | 25,159 | | | 28,740 | |
| Property, plant and equipment | | — | | | 7,519 | |
| | | | |
| Total gross deferred tax liabilities | | 25,159 | | | 36,259 | |
| | | | |
| Valuation allowance | | 243,069 | | | 330,542 | |
| Net deferred tax assets (liabilities) | | $ | — | | | $ | — | |
As of December 31, 2025 and 2024, management assessed the realizability of deferred tax assets and evaluated the need for a valuation allowance for deferred tax assets on a jurisdictional basis. This evaluation utilizes the framework contained in ASC 740, “Income Taxes,” pursuant to which management analyzed all positive and negative evidence available at the balance sheet date to determine whether all or some portion of the deferred tax assets will not be realized. Under this guidance, a valuation allowance must be established for deferred tax assets when it is more likely than not (a probability level of more than 50%) that they will not be realized.
In concluding on the evaluation, management placed significant emphasis on guidance in ASC 740, which states that “a cumulative loss in recent years is a significant piece of negative evidence that is difficult to overcome.” Based upon available evidence, it was concluded on a more-likely-than-not basis that certain deferred tax assets were not realizable as of December 31, 2025. Accordingly, a valuation allowance of $243.1 million has been recorded to offset these deferred tax assets. The change in valuation allowance for the year ended December 31, 2025 from the year ended December 31, 2024, was a decrease of $87.5 million primarily related to the reduction of attributes for the cancellation of indebtedness income.
As of December 31, 2024, the Company had accumulated federal, state and foreign net operating loss carryforwards of approximately $1.2 billion, $477.5 million and $107.1 million, respectively. The Debt Exchange Offer resulted in generating cancellation of indebtedness income that was excluded from taxable income pursuant to IRC Section 108(a)(1)(B). As required by IRC Section 108(b), the excluded amount was applied to reduce the Company's tax attributes, resulting in reductions to the Company's federal and state net operating loss carryforwards of approximately $649.2 million and $260.3 million, respectively, with a corresponding decrease to the valuation allowance. As of December 31, 2025, inclusive of the attribute reduction and current year operations, the Company had accumulated federal, state and foreign net operating loss carryforwards of approximately $671.6 million, $284.5 million and $133.0 million, respectively, of which all federal net operating
losses and approximately $52.6 million of the state net operating losses do not expire. The remaining state and foreign tax loss carryforwards begin to expire in 2034, and 2026, respectively, unless previously utilized.
Pursuant to Internal Revenue Code (IRC) Sections 382 and 383, annual use of the Company's net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. The Company has completed a section 382 analysis through December 31, 2025 and concluded ownership changes occurred in 2011, 2013, 2015 and 2025. As such, the Company’s ability to utilize net operating losses and credit carryforwards may be limited in the future if the Company generates taxable income. Any adjustment to the Company's tax attributes as a result of such ownership changes will result in a corresponding decrease to the valuation allowance recorded against the Company's deferred tax assets.
The following table summarizes the activity related to the Company’s gross unrecognized tax benefits at the beginning and end of the years ended December 31, 2025 and 2024: | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (in thousands) | | 2025 | | 2024 |
| Gross unrecognized tax benefits at the beginning of the year | | $ | 10,590 | | | $ | 11,966 | |
| Increases related to current year positions | | — | | | — | |
| (Decreases) increases related to prior year positions | | — | | | (1,376) | |
| Expiration of unrecognized tax benefits | | — | | | — | |
| Gross unrecognized tax benefits at the end of the year | | $ | 10,590 | | | $ | 10,590 | |
As of each of December 31, 2025 and 2024, the Company had $9.5 million of unrecognized tax benefits from research and development tax credits, none of which, if recognized, would affect the Company’s effective tax rate given the Company’s valuation allowance position.
The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. During the years ended December 31, 2025, 2024 and 2023, interest and penalties recognized were insignificant.
The Company files U.S. federal, state and foreign income tax returns in jurisdictions with varying statute of limitations. The Company’s tax years from 2011 (inception) are subject to examination by the US federal, state and foreign tax authorities due to the carry forward of unutilized tax attributes.
The Tax Cuts and Jobs Act subjects a U.S. shareholder to tax on Global Intangible Low-taxes Income (“GILTI”), which has been amended and renamed to Net CFC Tested Income for tax years beginning in 2026, earned by certain foreign subsidiaries. Pursuant to the FASB Staff Q&A, Topic 740 No.5. Accounting for Global Intangible Low-taxed Income, the Company is allowed to make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as period expense only. The Company has elected to account for GILTI in the year the tax is incurred.
Deferred income taxes have not been provided for undistributed earnings of the Company’s consolidated foreign subsidiaries because of the Company's intent to reinvest such earnings indefinitely in active foreign operations. At December 31, 2025, the Company had no unremitted earnings.
One Big Beautiful Bill Act (OBBBA)
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which enacts significant changes to U.S. tax and related laws. Some of the provisions of the new tax law affecting corporations include, but are not limited to, expensing of domestic research expenses, increasing the limit of the deduction of interest expense deduction to thirty percent of EBITDA, and one hundred percent bonus depreciation on eligible
property acquired after January 19, 2025. The provisions of the OBBBA became effective for the Company during the three months ended September 30, 2025. The new tax law did not have a material impact on the Company's current or future effective rate for income taxes or cash taxes paid.