Note 16 - Income Taxes

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Income Tax Disclosure [Text Block]

16. Income taxes

The following are the domestic and foreign components of the Company's loss before income taxes:

	Year Ended December 31,
(In thousands)	2022			2021			2020
Domestic	$	(146,091	)	$	(28,590	)	$	(1,281	)
Foreign		1,264			(436	)		-
Total	$	(144,827	)	$	(29,026	)	$	(1,281	)

Income tax benefit consists of the following:

	Year Ended December 31,
(In thousands)	2022			2021			2020
Current:
Federal	$	-		$	-		$	-
State		11			-			33
Foreign		205			9			-
Total current tax provision		216			9			33
Deferred:
Federal		(2,924	)		(17,703	)		(3,297	)
State		(2,314	)		(2,424	)		-
Foreign		-			-			-
Total deferred tax benefit		(5,238	)		(20,127	)		(3,297	)
Income tax benefit	$	(5,022	)	$	(20,118	)	$	(3,264	)

In the years ended December 31, 2021 and 2020, income tax benefit included excess tax benefits from stock-based compensation of $10.5 million and $3.2 million, respectively. The tax benefit for the year-ended December 31, 2022 did not contain excess tax benefits from stock-based compensation.

In connection with the 2021 Global Cooling acquisition, the Company recognized a deferred tax liability estimated to be $24.1 million. As a result, the Company recorded an income tax benefit of $8.0 million for the release of valuation allowance on our existing U.S. deferred tax assets as a result of the offset of the deferred tax liabilities established for intangible assets from the acquisition. In connection with the 2021 Sexton acquisition, the Company recorded a deferred tax liability estimated to be $1.5 million with an offset to goodwill.

In connection with the 2020 SciSafe acquisition, the Company recognized a deferred tax liability of $3.3 million on acquired intangible assets. As a result, the Company recorded an income tax benefit of $3.3 million for the release of valuation allowance on our existing U.S. deferred tax assets as a result of the offset of deferred tax liabilities established for intangible assets from the acquisition.

A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations follows:

	Year Ended December 31,
	2022			2021			2020
Federal statutory tax		21	%		21	%		21	%
State tax, net of federal benefit		3	%		7	%		20	%
Stock compensation		-			36	%		251	%
Sec. 162(m) limitation on executive compensation		(1	%)		(11	%)		(16	%)
Fair value change in contingent consideration		1	%		(2	%)		(38	%)
Fair value change in warrant liability		-			-			59	%
Transaction costs		-			(1	%)		(3	%)
Gain on stock acquisition		-			5	%		-
Tax credits		1	%		-			6	%
Change in valuation allowance		(21	%)		20	%		4	%
Expired net operating losses		-			(5	%)		(47	%)
Other		-			(1	%)		(2	%)
Total		4	%		69	%		255	%

The principal components of the Company’s net deferred tax assets are as follows as of December 31, 2022 and 2021:

(In thousands)	2022			2021
Deferred tax assets related to:
Net operating loss carryforwards	$	29,102		$	27,500
Stock-based compensation		3,207			2,066
Accruals and reserves		3,724			3,402
Inventory		425			236
Lease liabilities		3,653			4,198
Tax credit carryforward		1,423			594
Capitalized research and development		2,405			-
Other		445			318
Total deferred tax assets		44,384			38,314
Deferred tax liabilities related to:
Intangibles		(6,150	)		(35,241	)
Right-of-use assets		(3,458	)		(4,070	)
Fair value change in investments		(447	)		(294	)
Fixed assets		(1,177	)		(1,203	)
Other		-			-
Total deferred tax liabilities		(11,232	)		(40,808	)
Net deferred tax (liabilities) assets before valuation allowance		33,152			(2,494	)
Less: valuation allowance		(33,402	)		(2,993	)
Net deferred tax liabilities	$	(250	)	$	(5,487	)

Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. The assessment regarding whether a valuation allowance is required on deferred tax assets considers the evaluation of both positive and negative evidence when concluding whether it is more likely than not that deferred tax assets are realizable. The valuation allowance recorded as of December 31, 2022 and 2021 primarily relates to deferred tax assets for net operating loss carryforwards.

The changes in the valuation allowance for deferred tax assets were as follows:

(In thousands)	2022		2021			2020
Balance at January 1	$	2,993	$	8,498		$	8,706
Deferred tax liabilities assumed through acquisitions		-		(8,498	)		(3,297	)
Charged to income tax expense		30,409		2,993			3,089
Balance at December 31	$	33,402	$	2,993		$	8,498

As of December 31, 2022, the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $128.6 million. Approximately $39.5 million of NOL will expire from 2023 through 2037, and approximately $89.1 million of NOL will be carried forward indefinitely. The NOL carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest. This limited the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. Subsequent ownership changes may further affect the limitation in future years.

The Tax Cuts and Jobs Act contained a provision which requires the capitalization of Section 174 costs incurred in years beginning on or after January 1, 2022. Section 174 costs are expenditures which represent research and development costs that are incident to the development or improvement of a product, process, formula, invention, computer software, or technique. This provision changes the treatment of Section 174 costs such that the expenditures are no longer allowed as an immediate deduction but rather must be capitalized and amortized. We have included the impact of this provision, which results in a deferred tax asset of approximately $2.4 million as of December 31, 2022.

The Company determines its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be sustained upon examination by the relevant income tax authorities.

A reconciliation of the beginning and ending balances of uncertain tax positions in the years ended December 31, 2022 and 2021 is as follows:

(In thousands)	2022		2021
Balance at January 1	$	255	$	96
Increase related to prior year tax positions		170		-
Increase related to current year tax positions		185		159
Balance at December 31	$	610	$	255

The Company is generally subject to examination by U.S. federal and local income tax authorities for all tax years in which loss carryforward is available, which includes 2003 through 2022.