Annual report pursuant to Section 13 and 15(d)

Income Taxes

v3.24.0.1
Income Taxes
12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Income Taxes
12.
Income Taxes

Loss before income taxes consisted of the following:

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

Domestic loss

 

$

(53,898

)

 

$

(69,072

)

Foreign loss

 

 

(9,986

)

 

 

(20,017

)

Loss before income taxes

 

$

(63,884

)

 

$

(89,089

)

 

The income tax provision consists of the following:

 

 

 

Year Ended December 31,

 

 

2023

 

 

2022

 

Current income tax provisions:

 

 

 

 

 

 

Federal

 

$

 

 

$

 

State

 

 

 

 

 

 

Foreign

 

 

(176

)

 

 

386

 

Current income tax provision

 

 

(176

)

 

 

386

 

Deferred income tax expense:

 

 

 

 

 

 

Federal

 

 

 

 

 

 

State

 

 

 

 

 

 

Foreign

 

 

248

 

 

 

(64

)

Deferred income tax expense

 

 

248

 

 

 

(64

)

Total income tax provision

 

$

72

 

 

$

322

 

 

 

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

 

 

 

Year Ended December 31,

 

 

2023

 

 

2022

 

U.S. federal tax benefit at statutory rate

 

 

21.0

%

 

 

21.0

%

State income taxes, net of federal benefit

 

 

2.5

%

 

 

4.2

%

Foreign rate differential

 

 

0.7

%

 

 

1.3

%

Contingent earnout

 

 

 

 

 

2.3

%

Stock-based compensation

 

 

(1.6

)%

 

 

(0.8

)%

UK R&D expenditure

 

 

1.2

%

 

 

 

GILTI inclusion

 

 

(2.6

)%

 

 

 

Deferred tax adjustments

 

 

(5.7

)%

 

 

 

Non-deductible expenses and other

 

 

(0.6

)%

 

 

3.0

%

Change in valuation allowance, net

 

 

(15.0

)%

 

 

(31.3

)%

Effective tax rate

 

 

(0.1

)%

 

 

(0.3

)%

 

For 2023 and 2022, 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,

 

 

2023

 

 

2022

 

Deferred tax assets

 

 

 

 

 

 

Net operating loss carryforward

 

$

98,300

 

 

$

97,737

 

Research and development credit carryforward

 

 

4,560

 

 

 

6,402

 

Interest expense limitation carryforward

 

 

5,141

 

 

 

 

Stock-based compensation

 

 

1,709

 

 

 

1,836

 

Property and equipment

 

 

6,030

 

 

 

3,533

 

Operating lease liabilities

 

 

1,891

 

 

 

1,965

 

Sec 174 Capitalized R&D

 

 

8,416

 

 

 

3,424

 

Intangibles

 

 

233

 

 

 

56

 

Other accruals

 

 

4,848

 

 

 

3,422

 

Gross deferred tax assets

 

 

131,128

 

 

 

118,375

 

Less: Valuation allowance

 

 

(113,503

)

 

 

(102,480

)

Net deferred tax assets

 

 

17,625

 

 

 

15,895

 

Deferred tax liabilities

 

 

 

 

 

 

Intangibles

 

 

(13,165

)

 

 

(13,945

)

Operating lease right-of-use assets

 

 

(1,785

)

 

 

(1,950

)

Foreign property and equipment and intangibles

 

 

(708

)

 

 

(771

)

Other accruals

 

 

(3,036

)

 

 

 

Gross deferred tax liabilities

 

 

(18,694

)

 

 

(16,666

)

Net deferred tax liabilities

 

$

(1,069

)

 

$

(771

)

 

As of December 31, 2023, the Company had accumulated undistributed earnings generated by its foreign subsidiaries of $17,627. 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 is 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, Germany, Singapore, Luxemburg, exactEarth Canada and UK deferred tax assets. There is no valuation allowance on Spire Global UK. The valuation allowance as of December 31, 2022 was $102,480, which increased to $113,503 as of December 31, 2023. The increase in the valuation allowance of $11,023 is mostly related to current year losses.

At December 31, 2023, the Company had $248,665 of federal net operating losses available to reduce future taxable income, which will begin to expire in 2032. Approximately $166,140 of federal net operating loss included above can be carried forward indefinitely. The Company also had federal research and development tax credit carryforwards of $3,922, which will begin to expire in 2032, and federal interest limitation carryforwards of $20,486 which can be carried forward indefinitely.

At December 31, 2023, the Company had $81,656 of post-apportioned state net operating losses, which can be carried forward for periods that vary from five years to indefinitely. The Company also had state interest limitation carryforwards of $10,337, which can be carried forward indefinitely.

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, 2023, the Company had $160,689 of foreign net operating losses available to reduce future taxable income, which will begin to expire in 2030 and can vary from seven years to indefinitely based on each applicable foreign jurisdiction. The Company also had research and development tax credit carryforwards in Canada of $639, which will begin to expire in 2029.

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, as a component of income tax expense on the consolidated statements of operations.

The Company is subject to taxation in the United States, Canada, Germany, 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.