v3.25.4
Income Taxes
12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Income Taxes

12. Income Taxes

Income (loss) before provision for income taxes was income of $7.5 million and loss of $72.6 million for the years ended December 31, 2025 and 2024, respectively, all of which was generated in the United States. The Company's provision for income taxes consists of the following:

 

Year Ended December 31,

 

(In thousands)

 

2025

 

 

2024

 

Current:

 

 

 

 

 

 

Federal

 

$

 

 

$

 

State

 

 

(3

)

 

 

(5

)

Total current

 

 

(3

)

 

 

(5

)

Deferred:

 

 

 

 

 

 

Federal

 

 

6,047

 

 

 

5,641

 

State

 

 

2,187

 

 

 

(4,933

)

Change in valuation allowance

 

 

(5,693

)

 

 

(708

)

Total deferred

 

 

2,541

 

 

 

 

Total income tax benefit (expense)

 

$

2,538

 

 

$

(5

)

 

The Company’s provision for income tax differs from the amount computed by applying the statutory federal income tax rate to income before taxes after the adoption of ASU 2023-09 as follows:

 

Year Ended December 31, 2025

 

 

 

(In thousands)

 

 

Percent

 

US federal statutory tax rate

 

$

1,575

 

 

 

21.0

%

State and local income taxes, net of federal income tax effect (1)

 

 

(138

)

 

 

(1.8

)

Tax credits

 

 

(627

)

 

 

(8.4

)

Change in valuation allowance

 

 

3,980

 

 

 

53.1

 

Nontaxable or nondeductible items

 

 

 

 

 

 

Warrant liability revaluation

 

 

(7,925

)

 

 

(105.7

)

Executive compensation

 

 

119

 

 

 

1.6

 

Share-based payment awards

 

 

(453

)

 

 

(6.0

)

Transaction costs

 

 

124

 

 

 

1.7

 

Other

 

 

17

 

 

 

0.2

 

Changes in unrecognized tax benefits

 

 

195

 

 

 

2.6

 

Other

 

 

 

 

 

 

Deferred adjustments

 

 

593

 

 

 

7.9

 

Other

 

 

2

 

 

 

0.0

 

Total benefit for income taxes

 

$

(2,538

)

 

 

(33.8

)%

(1) Massachusetts contributed to the majority of the tax effect in the category.

 

The Company’s provision for income tax differs from the amount computed by applying the statutory federal income tax rate to income before taxes prior to adoption of ASU 2023-09 as follows:

 

 

Year Ended December 31, 2024

 

Statutory federal income tax rate

 

 

21.0

%

State tax provision

 

 

(3.6

)

Change in valuation allowance

 

 

(1.0

)

Research credits

 

 

0.3

 

Change in tax rate

 

 

(1.2

)

Warrant liability revaluation

 

 

(13.7

)

Stock compensation

 

 

(1.3

)

Unrecognized tax benefits

 

 

(0.5

)

Total provision for income taxes

 

 

0.0

%

 

 

As of December 31, 2025 and 2024, net deferred tax assets consisted of the following:

 

December 31,

 

(In thousands)

 

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

 

Accrued expenses

 

$

259

 

 

$

234

 

Stock compensation

 

 

2,084

 

 

 

1,994

 

Research credits

 

 

9,012

 

 

 

8,427

 

Research and experimental capitalization

 

 

9,700

 

 

 

13,430

 

Lease liability

 

 

2,656

 

 

 

2,588

 

Intangibles

 

 

 

 

 

230

 

Net operating loss carryforwards

 

 

66,450

 

 

 

55,380

 

Other

 

 

4

 

 

 

2

 

Total gross deferred tax assets

 

 

90,165

 

 

 

82,285

 

Less valuation allowance

 

 

(85,016

)

 

 

(79,323

)

Total deferred tax assets

 

 

5,149

 

 

 

2,962

 

Deferred tax liabilities:

 

 

 

 

 

 

Property and equipment

 

 

(801

)

 

 

(889

)

Intangibles

 

 

(2,043

)

 

 

 

Right-of-use-asset

 

 

(2,130

)

 

 

(2,073

)

Other

 

 

(175

)

 

 

 

Total deferred tax liabilities

 

 

(5,149

)

 

 

(2,962

)

Net deferred tax assets

 

$

 

 

$

 

Valuation allowances are established when necessary to reduce deferred tax assets, including temporary differences and net operating loss carryforwards, to the amount expected to be realized in the future. FASB guidance indicates that forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years. The Company had cumulative losses from continuing operations for the three-year period ended December 31, 2025. The Company considered this negative evidence along with all other available positive and negative evidence and concluded that, at December 31, 2025, it is more likely than not that the Company's U.S. deferred tax assets will not be realized. As of December 31, 2025, a valuation allowance has been recorded on the Company's deferred tax assets to recognize only the portion of the deferred tax asset that is more likely than not to be recognized. The Company's total valuation allowance was $85.0 million at December 31, 2025 and $79.3 million at December 31, 2024. The Company's valuation allowance increased $5.7 million and $0.7 million during the fiscal years ended December 31, 2025 and 2024, respectively. A reconciliation of the beginning and ending amount of the valuation allowance is as follows:

 

 

December 31,

 

(In thousands)

 

2025

 

 

2024

 

Valuation allowance at beginning of year

 

$

79,323

 

 

$

78,615

 

Change in valuation allowance

 

 

5,693

 

 

 

708

 

Valuation allowance at end of year

 

$

85,016

 

 

$

79,323

 

As of December 31, 2025, the Company had cumulative federal net operating losses of approximately $276.5 million. Of these losses, $7.6 million were generated in 2015 through 2017, prior to the Tax Cuts and Jobs Act enactment, and will expire between 2035 to 2037 if not utilized. The remaining net operating losses have an indefinite carryforward period. As of December 31, 2024, the Company had cumulative federal net operating losses of approximately $230.7 million.

 

As of December 31, 2025, the Company had a $9.7 million deferred tax asset related to a federal research and development credit carryforward. This credit has been offset by a liability for unrecognized tax benefits of $2.4 million. If not utilized, the credits will expire between 2037 through 2045. As of December 31, 2024, the Company had a $9.1 million deferred tax asset related to a federal research and development credit carryforward.

 

As of December 31, 2025, the Company had State net operating losses of approximately $224.6 million. Of the total State net operating losses, approximately $185.6 million is attributable to Utah. Utah law allows unused net operating losses arising in tax years beginning after December 31, 2008 to be carried forward indefinitely. All of the Utah net operating losses are for tax years beginning after December 31, 2008, and are carried forward indefinitely. Of the total State net operating losses, approximately $22.6 million is attributable to Pennsylvania. Pennsylvania net operating losses will expire between 2034 through 2043. The remaining State net operating loss carryforwards are attributable to various other states with varying

expiration periods. As of December 31, 2024, the Company had cumulative State net operating losses of approximately $183.7 million. Of the total State net operation losses as of December 31, 2024, approximately $150.3 million is attributable to Utah.

 

As of December 31, 2025, the Company had a $2.7 million deferred tax asset related to State research and development credits carryforward. Of the total State research and development credits, approximately $2.1 million is attributable to Utah. This credit has been offset by a liability for unrecognized tax benefits of $0.5 million. If not utilized, the credits will expire between 2030 through 2039. Of the total State research and development credits, approximately $0.6 million is attributable to Pennsylvania. If not utilized, the credits will expire between 2033 through 2037. As of December 31, 2024, the Company had a $1.9 million deferred tax asset related to a Utah research and development credit carryforward. This credit has been offset by a liability for unrecognized tax benefits of $0.5 million.

 

ASC Topic 740-10-05 requires that the impact of a tax position be recognized in the financial statements if that position is more likely than not of being sustained on audit, based on the technical merits of the position. As of December 31, 2025, the Company had a $2.9 million liability for unrecognized tax benefits, all of which is netted against deferred tax assets for related carryforward credits. As of December 31, 2024, the Company had a $2.7 million liability for unrecognized tax benefits, all of which is netted against deferred tax assets for related carryforward credits. The Company expects no material changes to the liability for unrecognized tax benefits in the next 12 months. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense. There would be no impact to the Company’s effective rate if the unrecognized tax benefits were recognized. A reconciliation of the beginning and ending amounts of unrecognized benefits is as follows:

 

 

Year Ended December 31,

 

(In thousands)

 

2025

 

 

2024

 

Unrecognized tax benefits at the beginning of year

 

$

2,738

 

 

$

2,446

 

Gross increases – current year tax positions

 

 

138

 

 

 

106

 

Gross increases – prior year tax positions

 

 

67

 

 

 

186

 

Unrecognized tax benefits at end of year

 

$

2,943

 

 

$

2,738

 

Interest and penalties in year-end balance

 

$

 

 

$

 

The Company files U.S. and various State tax returns in jurisdictions with various statutes of limitation. As of December 31, 2024, the tax returns for fiscal year 2015 through fiscal year 2023 remain subject to examination. Annual tax provisions include amounts considered necessary to pay assessments that may result from examination of prior year tax returns; however, the amount ultimately paid upon resolution of issues may differ materially from the amount accrued. As of December 31, 2025, there are no income tax returns currently under audit.

 

The amounts of cash income taxes paid by the Company were as follows:

 

(In thousands)

 

Year Ended December 31, 2025

 

Federal

 

$

 

State

 

 

 

Massachusetts

 

 

1

 

All other states

 

 

1

 

Income taxes, net of amounts refunded

 

$

2

 

 

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law. The OBBBA includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key Tax Cuts & Jobs Act provisions (both domestic and international), expanding certain Inflation Reduction Act incentives while accelerating the phase-out of others. The Company has accounted for the impact of the applicable OBBBA provisions in its consolidated financial statements for 2025.

 

On November 14, 2025, the Company acquired GuideTech in a tax-deferred stock purchase. The acquired deferred tax liabilities of GuideTech were available to offset the reversal of the Company’s preexisting deferred tax assets. As a result of the acquisition, the Company determined a portion of its preexisting tax assets were more likely than not to be realized by the combined entity, and the valuation allowance was reduced. The Company recorded a deferred tax benefit of $2.5 million related to the reduction of its valuation allowance.

 

On November 14, 2025, the Company also acquired MKR Fabricators and Warnke Precision Machining. From a tax perspective, the acquisition was treated as if the LLCs made liquidating distributions of all its assets to the members, and immediately thereafter, the Company purchased all of those assets from the members in a taxable transaction.