Annual report pursuant to Section 13 and 15(d)

Income Taxes

v3.22.4
Income Taxes
12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Income Taxes
14.
Income Taxes

Loss before income taxes consisted of the following:

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Domestic loss

 

$

(69,072

)

 

$

(17,976

)

Foreign loss

 

 

(20,017

)

 

 

(19,617

)

Loss before income taxes

 

$

(89,089

)

 

$

(37,593

)

 

The income tax provision consists of the following:

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Current income tax provisions:

 

 

 

 

 

 

Federal

 

$

 

 

$

 

State

 

 

 

 

 

 

Foreign

 

 

386

 

 

 

 

Current income tax provision

 

 

386

 

 

 

 

Deferred income tax expense:

 

 

 

 

 

 

Federal

 

 

 

 

 

 

State

 

 

 

 

 

 

Foreign

 

 

(64

)

 

 

497

 

Deferred income tax expense

 

 

(64

)

 

 

497

 

Total income tax provision

 

$

322

 

 

$

497

 

 

The following table presents a reconciliation of the federal statutory rate of 21% to effective tax rate:

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

U.S. federal tax benefit at statutory rate

 

 

21.0

%

 

 

21.0

%

State income taxes, net of federal benefit

 

 

4.2

%

 

 

5.2

%

exactEarth acquisition costs

 

 

(0.2

)%

 

 

(2.7

)%

Merger costs

 

 

 

 

 

(3.7

)%

Merger contingent fees

 

 

 

 

 

4.3

%

Contingent earnout liability

 

 

2.3

%

 

 

23.6

%

Non-deductible expenses and other

 

 

2.0

%

 

 

0.3

%

Research and development credits

 

 

0.4

%

 

 

2.3

%

Foreign rate differential

 

 

1.3

%

 

 

3.9

%

Change in valuation allowance, net

 

 

(31.3

)%

 

 

(55.5

)%

Effective tax rate

 

 

(0.3

)%

 

 

(1.3

)%

 

For 2022 and 2021, our effective tax rate differs from the amount computed by applying the statutory federal and state income tax rates to net loss before income tax, primarily as the result of state income taxes, R&D credits, foreign income taxes and changes in our valuation allowance.

The significant components of deferred tax assets (liabilities) are as follows:

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

Deferred tax assets

 

 

 

 

 

 

Net operating loss carryforward

 

$

97,737

 

 

$

75,129

 

Research and development credit carryforward

 

 

6,402

 

 

 

6,002

 

Stock-based compensation

 

 

1,836

 

 

 

599

 

Property and equipment

 

 

3,533

 

 

 

4,177

 

Operating lease liabilities

 

 

1,965

 

 

 

 

Sec 174 Capitalized R&D

 

 

3,424

 

 

 

 

Intangibles

 

 

56

 

 

 

440

 

Other accruals

 

 

3,422

 

 

 

2,284

 

Gross deferred tax assets

 

 

118,375

 

 

 

88,631

 

Less: Valuation allowance

 

 

(102,480

)

 

 

(74,558

)

Net deferred tax assets

 

 

15,895

 

 

 

14,073

 

Deferred tax liabilities

 

 

 

 

 

 

Intangibles

 

 

(13,945

)

 

 

(14,073

)

Operating lease right-of-use assets

 

 

(1,950

)

 

 

-

 

Foreign property and equipment and intangibles

 

 

(771

)

 

 

(835

)

Gross deferred tax liabilities

 

 

(16,666

)

 

 

(14,908

)

Net deferred tax liabilities

 

$

(771

)

 

$

(835

)

 

As of December 31, 2022, the Company had accumulated undistributed earnings generated by its foreign subsidiaries of $13,120. The Company continues to assert that all its foreign earnings are to be permanent income reinvested and expects future U.S. cash generation to be sufficient to meet future U.S. cash needs. As such, the Company has not recognized a deferred tax liability related to unremitted foreign earnings.

Realization of the deferred tax assets is dependent upon the generation of future taxable income, if any, the amount and timing of which are uncertain. The Company could not conclude that it was more likely than not that tax benefits from operating losses would be realized and, accordingly, has provided a full valuation allowance against its Spire Global United States, Australia, Singapore, Luxemburg, and exactEarth Canada and UK deferred tax assets. There is no valuation allowance on Spire Global UK. The valuation allowance as of December 31, 2021 was $74,558, which increased to $102,480 as of December 31, 2022. The increase in the valuation allowance of $27,922 includes $1 related to the acquisition of exactEarth's deferred tax assets subjected to a valuation allowance through purchase accounting. The remaining valuation allowance change of $27,921 is mostly related to current year losses.

At December 31, 2022, the Company had $251,889 and $102,954 of federal and state net operating losses available to reduce future taxable income, which will begin to expire in 2032 for federal and state tax purposes. Approximately $169,364 of federal net operating loss included above can be carried forward indefinitely. At December 31, 2021, the Company had $189,313 and $64,739 of federal and state net operating losses available to reduce future taxable income.

The Company also has federal research and development tax credit carryforwards of $3,732 and $3,332 as of December 31, 2022 and 2021, respectively. These federal tax credits begin to expire in 2039.

The federal and state net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383, respectively of the Internal Revenue Code of 1986, as amended, and similar provisions under state law. Under those sections of the Internal Revenue Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research and development tax credits, to offset its post-change income or tax liability may be limited. In general, an “ownership change” will occur if there is a cumulative change in ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. The Company has not yet undertaken an analysis of whether the Merger constitutes an “ownership change” for purposes of Internal Revenue Code Section 382 and Section 383. The Company may experience ownership changes in the future as a result of subsequent shifts in its stock ownership.

As of December 31, 2022, the Company had $16,350, $3,125, $18,631, $232 and $84 of Luxembourg, Singapore, Canada, United Kingdom and Australia foreign net operating losses available to reduce future taxable income, which will begin to expire in 2035 for Luxembourg and in 2029 for Canada, while Singapore, United Kingdom and Australia have indefinite carry forward periods. As of December 31, 2021, the Company had $12,063, $2,685, $16,793 and $188 of Luxembourg, Singapore, Canada and United Kingdom foreign net operating losses available to reduce future taxable income.

Unrecognized Tax Benefits

The Company does not have any significant uncertain tax positions.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties, if any, in general and administrative expense on the accompanying consolidated statements of operations.

The Company is subject to taxation in the United States, Canada, Luxembourg, Singapore and the United Kingdom. The Company has not been audited by the Internal Revenue Service or any state or foreign tax authority. The Company is subject to audit by the Internal Revenue Service for income tax returns filed since inception due to net operating loss carryforwards. The Company is subject to audit in Singapore and the United Kingdom from tax years 2018 and 2019, respectively, and in Luxembourg from tax year 2020 and in Australia from tax year 2018.