Arcadia Biosciences, Inc. Income Taxes Disclosure
Note 16. Income Taxes
The components of loss before income taxes are as follows (in thousands):
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Domestic |
|
$ |
(2,331 |
) |
|
$ |
(7,030 |
) |
Foreign |
|
|
— |
|
|
|
— |
|
Loss before income taxes |
|
$ |
(2,331 |
) |
|
$ |
(7,030 |
) |
The total income tax provision for each of the years ended December 31, 2025 and 2024 was expense of $8,000 and is comprised of state minimum taxes, as follows (in thousands):
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Current: |
|
|
|
|
|
|
||
Federal |
|
$ |
— |
|
|
$ |
— |
|
State |
|
|
(8 |
) |
|
|
(8 |
) |
Foreign |
|
|
— |
|
|
|
— |
|
Total current tax (expense) |
|
|
(8 |
) |
|
|
(8 |
) |
Deferred: |
|
|
|
|
|
|
||
Federal |
|
|
— |
|
|
|
— |
|
State |
|
|
— |
|
|
|
— |
|
Foreign |
|
|
— |
|
|
|
— |
|
Total deferred tax (expense) |
|
|
— |
|
|
|
— |
|
Total tax (expense) |
|
$ |
(8 |
) |
|
$ |
(8 |
) |
We adopted "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" on a retroactive basis beginning with the year ended December 31, 2024. The following table presents required disclosures pursuant to ASU 2023-09 and reconciles the U.S. federal statutory income tax amount and rate to our total provision for income taxes amount and rate for the years ended December 31, 2025 and December 31, 2024 (in thousand, except for percentages):
|
|
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
||||||||
|
|
Amount |
|
Percent |
|
|
Amount |
|
Percent |
|
||||
US Federal Statutory Tax Rate |
|
|
(491 |
) |
|
21.0 |
% |
|
|
(1,476 |
) |
|
21.0 |
% |
State and Local Income Taxes, Net of Federal Income |
|
|
8 |
|
|
-0.3 |
% |
|
|
8 |
|
|
-0.1 |
% |
Changes in Valuation Allowances |
|
|
1,769 |
|
|
-75.8 |
% |
|
|
(2,042 |
) |
|
29.1 |
% |
Nontaxable or Nondeductible Items |
|
|
|
|
|
|
|
|
|
|
||||
Contingent Liability Write-offs |
|
|
(420 |
) |
|
18.0 |
% |
|
|
— |
|
|
— |
|
Mark-to-Market Adjustments |
|
|
(984 |
) |
|
42.1 |
% |
|
|
309 |
|
|
-4.4 |
% |
Other |
|
|
(6 |
) |
|
0.3 |
% |
|
|
1 |
|
|
0.0 |
% |
Other Adjustments |
|
|
|
|
|
|
|
|
|
|
||||
Stock-based Compensation Cancellations |
|
|
319 |
|
|
-13.6 |
% |
|
|
3,154 |
|
|
-44.9 |
% |
Adjustments to Net Operating Losses |
|
|
(71 |
) |
|
3.0 |
% |
|
|
— |
|
|
— |
|
Return-to-Provision Adjustments |
|
|
(94 |
) |
|
4.0 |
% |
|
|
— |
|
|
— |
|
Other |
|
|
(22 |
) |
|
1.0 |
% |
|
|
54 |
|
|
-0.8 |
% |
Effective Tax Rate |
|
|
8 |
|
|
-0.3 |
% |
|
|
8 |
|
|
(0.1 |
)% |
* State taxes in California made up the majority (greater than 50%) of the tax effect in this category.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, net operating loss carryforwards (“NOLs”) and other tax credits. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):
|
|
As of December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Deferred tax assets: |
|
|
|
|
|
|
||
Net operating loss carryforwards |
|
$ |
27,293 |
|
|
$ |
25,336 |
|
Stock-based compensation |
|
|
572 |
|
|
|
932 |
|
Accrued payroll and benefits |
|
|
30 |
|
|
|
47 |
|
Research and development credits |
|
|
16 |
|
|
|
16 |
|
Fixed asset basis difference |
|
|
102 |
|
|
|
106 |
|
Inventory reserve |
|
|
— |
|
|
|
3 |
|
Charitable contributions |
|
|
— |
|
|
|
3 |
|
Income from partnerships |
|
|
213 |
|
|
|
217 |
|
Lease liability |
|
|
— |
|
|
|
42 |
|
Other accounts receivable reserve |
|
|
1,290 |
|
|
|
101 |
|
Amortized intangibles |
|
|
650 |
|
|
|
725 |
|
Goodwill |
|
|
309 |
|
|
|
344 |
|
Section 174 Capitalization |
|
|
— |
|
|
|
566 |
|
Total deferred tax assets |
|
|
30,475 |
|
|
|
28,438 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
||
Right of use asset |
|
|
— |
|
|
|
(68 |
) |
Total deferred tax liabilities |
|
|
— |
|
|
|
(68 |
) |
Less valuation allowance |
|
|
(30,475 |
) |
|
|
(28,370 |
) |
Net deferred tax assets |
|
$ |
— |
|
|
$ |
— |
|
Realization of the deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. Accordingly, the net deferred tax assets have been offset by a valuation allowance. The net valuation allowance increased by $2.1 million and decreased by $2.1 million during the years ended December 31, 2025 and 2024, respectively.
At December 31, 2025, the Company had federal and state NOLs aggregating approximately $109.2 million (of which, $101.7 million won't expire) and $74.8 million, respectively. At December 31, 2025, the utilization of a portion of the federal NOLs is subject to an annual limitation under Section 382 of the Internal Revenue Code (IRC). Of the $239.5 million of federal NOLs available, approximately $130.9 million are unavailable due to ownership changes as defined in IRC Section 382. If not utilized, the federal and state NOLs will continue to expire in 2026 and 2027, respectively. IRC Section 382 may also limit NOLs generated after 2022 and in future years.
The Company evaluates deferred tax assets, including the benefit from NOLs, to determine if a valuation allowance is required. Such evaluation is based on consideration of all available evidence using a “more likely than not” standard with significant weight being given to evidence that can be objectively verified. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses; forecasts of future profitability; the length of statutory carryforward periods; the Company’s experience with operating losses; and tax-planning alternatives. The significant piece of objective negative evidence evaluated was the cumulative loss incurred through the year ended December 31, 2025. Given this evidence and the expectation to incur operating losses in the foreseeable future, a full valuation allowance has been recorded against the net deferred tax asset balance. The Company will continue to maintain a full valuation allowance against the entire amount of its net deferred tax asset, until such time as the Company has determined that the weight of the objectively verifiable positive evidence exceeds that of the negative evidence. Although the Company has established a full valuation allowance on its net deferred tax asset, for Federal tax losses before 2018 and for all state tax losses, it has not forfeited the right to carryforward tax losses and apply such tax losses against future taxable income, thereby
reducing its future tax obligations. Federal tax losses generated in 2018 and later do not expire. The Company is subject to taxation in the United States and various state jurisdictions. As of December 31, 2025, the Company’s tax years for 2006 through 2024 are generally subject to examination by the tax authorities. The years are open back to 2006 to the extent the NOLs being carried forward were generated then.
The Company had the following unrecognized tax benefits (in thousands), none of which, if recognized, would impact the Company’s effective tax rate:
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Unrecognized tax benefit beginning balance |
|
$ |
16 |
|
|
$ |
16 |
|
Increases for tax positions taken in prior years |
|
|
— |
|
|
|
— |
|
Decreases for tax positions taken in prior years |
|
|
— |
|
|
|
— |
|
Increases for tax positions taken in current years |
|
|
— |
|
|
|
— |
|
Settlements |
|
|
— |
|
|
|
— |
|
Unrecognized tax benefit ending balance |
|
$ |
16 |
|
|
$ |
16 |
|
The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in the provision for income taxes. As of December 31, 2025 and 2024, the Company has not recognized any interest and penalties related to uncertain tax positions.
There were no material tax payments made during the periods ended December 31, 2025 and December 31, 2024. The Company is currently not under an income tax audit for federal or state purposes.
In July 2025, the United States enacted tax legislation commonly referred to as the One Big Beautiful Bill Act (the "OBBB Act"). The OBBB Act, among other things, permanently reverted to pre-Tax Cuts and Jobs Act rules allowing the immediate deduction of domestic research and experimental expenses effective for tax years beginning after December 31, 2024, and provided transition relief permitting acceleration of previously capitalized domestic R&D costs from 2022-2024 under Section 174. While these provisions resulted in a favorable tax adjustment in the Company's 2025 tax provision, they did not have a material effect on the Company's financial statements due to the Company's taxable loss and full valuation allowance positions. The Company will continue to monitor future developments, including regulatory guidance and interpretations.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 26, 2026 | Showing above |
| 2024 | Mar 25, 2025 | |
| 2023 | Mar 28, 2024 | |
| 2022 | Mar 30, 2023 | |
| 2021 | Mar 31, 2022 | |
| 2020 | Mar 31, 2021 | |
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.