v3.26.1
Income Taxes
 12 Months Ended
Dec. 31, 2025
Forge Nano, Inc.  
Income Taxes  
Income Taxes

20.Income Taxes

Our income (loss) before provision for income taxes for the years ended December 31, 2025 and 2024 was as follows:

​

​

​

​

​

​

​

​

​

  ​ ​ ​

2025

  ​ ​ ​

2024

Domestic

​

$

(43,174)

​

$

(26,984)

Foreign

​

 

—

​

 

—

Total

​

$

(43,174)

​

$

(26,984)

​

A reconciliation of the federal statutory income tax rate to the Company’s effective tax rate is as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2025

  ​ ​ ​

2024

 

Federal income tax expense (benefit) attributable to:

​

​

​

​

​

​

​

​

​

​

​

Current operations

​

$

(9,067)

​

$

(5,667)

 

21.00

%  

21.00

%

State tax effect - Net of federal benefit

​

 

(639)

​

 

(230)

 

1.50

%  

0.86

%

Permanent differences

​

 

1,640

​

 

247

 

(3.47)

%  

(0.92)

%

Other adjustments

​

 

6

​

 

17

 

0.00

%  

(0.06)

%

Valuation allowance

​

 

8,060

​

 

5,633

 

(19.02)

%  

(20.88)

%

Net provision for federal income tax

​

$

—

​

$

—

 

0.00

%  

0.00

%

​

The cumulative tax effect of significant items comprising our net deferred tax amount are as follows for December 31, 2025 and 2024:

​

​

​

​

​

​

​

​

​

  ​ ​ ​

2025

  ​ ​ ​

2024

Deferred tax asset attributable to:

​

​

​

​

​

​

Net operating loss carryover

​

$

22,716

​

$

15,970

Accrued bonus

​

​

189

​

 

175

Stock compensation expense – NSOs/RSAs

​

​

222

​

 

90

Provision for loss on contracts

​

​

117

​

 

—

Fixed assets

​

​

558

​

​

—

Other reserves

​

​

172

​

 

198

Operating lease liability

​

​

14,610

​

 

666

Section 174 expenditures

​

​

503

​

 

728

Deferred revenue

​

​

516

​

 

15

Sundew acquisition - earnout liability FMV

​

 

361

​

 

192

Total deferred tax assets

​

​

39,964

​

 

18,034

Less: valuation allowance

​

 

(24,960)

​

 

(16,903)

Net deferred tax assets

​

​

15,004

​

​

1,131

Deferred tax liabilities attributable to:

​

​

​

​

 

  ​

Fixed assets

​

​

—

​

 

(235)

Intangibles

​

​

(240)

​

 

(269)

Goodwill

​

​

(10)

​

 

(2)

Operating lease ROU assets

​

​

(14,754)

​

 

(625)

Total deferred tax liabilities

​

​

(15,004)

​

 

(1,131)

Net deferred tax assets (liabilities)

​

$

—

​

$

—

​

As of December 31, 2025, the Company had net operating loss carry-forwards for federal income tax purposes of approximately $104,170 consisting of pre-2018 losses in the amount of approximately$3,941 that expire in 2037 and 2038, and post-2017 losses in the amount of approximately $100,229. These net operating losses are available to offset future taxable income. The Company was formed in 2011 as a S-Corporation and changed to a corporation in 2016. Activity prior to incorporation is not reflected in the Company’s corporate tax returns. In the future, the cumulative net operating loss carry-forward for income tax purposes may differ from the cumulative financial statement loss due to timing differences between book and tax reporting.

As of December 31, 2025, the Company has various state net operating loss carryforwards. The determination of the state net operating loss carryforwards is dependent upon apportionment percentages and state laws that can change from year to year and impact the amount of such carryforwards. If such net operating loss carryforwards are not utilized, they will begin to expire in 2032.

The ultimate realization of deferred tax assets is dependent upon the Company’s ability to generate sufficient taxable income during the periods in which the net operating losses expire and the temporary differences become deductible. The Company has determined that there is significant uncertainty that the results of future operations and the reversals of existing taxable temporary differences will generate sufficient taxable income to realize the deferred tax assets; therefore, a valuation allowance has been recorded. In making this determination, the Company considered historical levels of income as well as projections for future periods. Increase in the valuation allowance of $8,640 is in relation to the net increase in DTA of $8,640.

The tax years 2022 to 2025 remain open for potential audit by the Internal Revenue Service. There are no uncertain tax positions as of December 31, 2025, and none are expected in the next 12 months.

On July 4, 2025, President Donald Trump signed the One Big Beautiful Bill Act (OBBBA) into law, which is considered the enactment date under U.S. GAAP. This legislation introduces several provisions affecting businesses, including the permanent extension of certain expiring elements of the Tax Cuts and Jobs Act, modifications to the international tax framework, and favorable tax treatment for certain other business provisions. Key corporate tax provisions include existing 21% corporate income tax rate made permanent, the restoration of 100% bonus depreciation, immediate expensing for domestic research and experimental expenditures, changes to Section 163(j) interest limitations, updates to Global Intangible Low Tax Income (GILTI) and Foreign- Derived Intangible Income (FDII) rules, amendments to energy credits, and expanded Section 162(m) aggregation requirements. The OBBBA contains multiple effective dates, with some provisions applicable beginning in 2025. The legislation does not impact the Company’s prior years’ financial statements.