Income Taxes

12 Months Ended

Dec. 31, 2024

Income Taxes

Income Taxes

22. Income Taxes

The components of loss before income taxes and the income tax (expense) benefit for the years ended December 31, 2024, 2023, and 2022, by jurisdiction, are as follows (in thousands):

	2024						2023						2022
	U.S.		Foreign		Total		U.S.		Foreign		Total		U.S.		Foreign		Total
Loss before income taxes	$	(1,956,615)	$	(150,976)	$	(2,107,591)	$	(1,211,796)	$	(164,401)	$	(1,376,197)	$	(697,342)	$	(25,827)	$	(723,169)
Income tax benefit/(expense)		—		2,686		2,686		29		7,335		7,364		868		(1,707)		(839)
Net loss	$	(1,956,615)	$	(148,290)	$	(2,104,905)	$	(1,211,767)	$	(157,066)	$	(1,368,833)	$	(696,474)	$	(27,534)	$	(724,008)

The significant components of current and deferred income tax expense (benefit) for the years ended December 31, 2024, 2023, and 2022, by jurisdiction, are as follows (in thousands):

	2024						2023						2022
	U.S.		Foreign		Total		U.S.		Foreign		Total		U.S.		Foreign		Total
Current income tax expense	$	—	$	469	$	469	$	—	$	1,170	$	1,170	$	—	$	668	$	668
Deferred tax (benefit)/expense		(206,649)		(8,381)		(215,030)		(100,754)		(2,618)		(103,372)		(42,705)		6,968		(35,737)
Net operating loss carryforward generated		(194,386)		(8,452)		(202,838)		(146,174)		(17,653)		(163,827)		(92,030)		4,332		(87,698)
Valuation allowance increase/(decrease)		401,035		13,678		414,713		246,899		11,766		258,665		133,867		(10,261)		123,606
(Benefit)/expense for income taxes	$	—		(2,686)	$	(2,686)	$	(29)	$	(7,335)	$	(7,364)	$	(868)	$	1,707	$	839

The Company’s effective income tax rate differed from the federal statutory rate as follows:

	2024		2023		2022
U.S. Federal statutory tax rate	(21.0)	%	(21.0)	%	(21.0)	%
Section 162M Disallowance	0.2	%	0.7	%	1.9	%
Equity Compensation	0.5	%	0.4	%	(0.7)	%
Provision to return and deferred tax asset adjustments	0.8	%	(2.1)	%	4.6	%
Change in U.S. Federal/Foreign statutory tax rate	(0.1)	%	(0.1)	%	0.0	%
Other, net	0.4	%	0.6	%	0.6	%
Impairment of goodwill	0.0	%	3.3	%	0.0	%
Change in valuation allowance	19.1	%	17.7	%	14.8	%
	(0.1)	%	(0.5)	%	0.1	%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of certain assets and liabilities for financial reporting and the amounts used for income tax purposes. The Company has recorded a net deferred tax asset and liability in other non-current assets and liabilities as of December 31, 2024 and 2023 of approximately $19 thousand and $3.2 million, respectively. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2024 and 2023 are as follows (in thousands):

	U.S.				Foreign				Total
	2024		2023		2024		2023		2024		2023
Deferred revenue		22,951		39,241		134		142		23,085		39,383
Interest expense		29,390		28,126		—		—		29,390		28,126
Other reserves and accruals		69,834		57,265		318		337		70,152		57,602
Tax credit carryforwards		24,752		20,794		—		—		24,752		20,794
Amortization of stock-based compensation		42,008		44,023		—		—		42,008		44,023
Non-compensatory warrants		6,187		2,950		—		—		6,187		2,950
Capitalized research & development expenditures		67,018		82,374		—		—		67,018		82,374
Right of use liability (operating leases)		71,033		41,960		—		—		71,033		41,960
Capital loss carryforwards		2,649		1,763		—		—		2,649		1,763
Property, plant and equipment and right of use assets		163,518		—		—		—		163,518		—
Net operating loss carryforwards		638,350		443,964		33,825		25,373		672,175		469,337
Total deferred tax asset		1,137,690		762,460		34,277		25,852		1,171,967		788,312
Valuation allowance		(1,077,225)		(676,190)		(33,627)		(19,949)		(1,110,852)		(696,139)
Net deferred tax assets	$	60,465	$	86,270	$	650	$	5,903	$	61,115	$	92,173
Intangible assets		(11,940)		(27,749)		(631)		(9,088)		(12,571)		(36,837)
Convertible debt		—		—		—		—		—		—
Right of use asset (operating leases)		(48,525)		(50,632)		—		—		(48,525)		(50,632)
Property, plant and equipment and right of use assets		—		(7,889)		—		—		—		(7,889)
Deferred tax liability	$	(60,465)	$	(86,270)	$	(631)	$	(9,088)	$	(61,096)	$	(95,358)
Net	$	—	$	—	$	19	$	(3,185)	$	19	$	(3,185)

The Company has recorded a valuation allowance, as a result of uncertainties related to the realization of its net deferred tax asset, at December 31, 2024 and 2023 of approximately $1.1 billion and $696.1 million, respectively. A reconciliation of the current year change in valuation allowance is as follows (in thousands):

	U.S.		Foreign		Total
Increase in valuation allowance for current year increase in net operating losses	$	221,635		15,193	$	236,828
Increase in valuation allowance for current year net increase in deferred tax assets other than net operating losses		179,400		—		179,400
Increase in valuation allowance due to change in tax rates		—		(1,515)		(1,515)
Net increase in valuation allowance	$	401,035	$	13,678	$	414,713

The Company has not changed its overall conclusion with respect to the need for a valuation allowance against its net deferred tax assets in the U.S., which remain fully reserved. Except for a few service entities mainly in Europe, all deferred tax assets are offset by a full valuation allowance because it is more likely than not that the tax benefits of the net operating loss carryforwards and other deferred tax assets will not be realized. As of December 31, 2024, the Company’s Netherlands subsidiary established a full valuation allowance on its deferred tax assets that will not be realized.

Under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), the use of loss carryforwards may be limited if a change in ownership of a company occurs. If it is determined that due to transactions involving the Company’s shares owned by its 5 percent or greater stockholders a change of ownership has occurred under the provisions

of Section 382 of the Code, the Company’s federal and state NOL carryforwards could be subject to significant Section 382 limitations.

The Company’s deferred tax assets include $3.0 billion of U.S. net operating loss carryforwards. The NOL carryforwards available at December 31, 2024, include $2.9 billion of NOL that was generated in 2018 through 2024, that do not expire. The remainder, if unused, will expire at various dates from 2033 through 2037. Based on analysis of stock transactions, an ownership change as defined under Section 382 of the Code occurred in 2013, which imposes a $13.5 million limit on the utilization of pre-change losses that can be used to offset taxable income in future years. The pre-change NOL carryforwards will expire, if unused, at various dates from 2025 through 2033. The Company continuously analyzes stock transactions and has determined that no ownership changes have occurred since 2013 that would further limit the utilization of NOLs. Therefore, NOLs of $3.0 billion incurred in post-change years are not subject to limitation.

Approximately $24.7 million of research credit carryforwards generated after the most recent IRC Section 382 ownership change are included in the Company’s deferred tax assets. Due to limitations under IRC Section 382, research credit carryforwards existing prior to the most recent IRC Section 382 ownership change will not be used and are not reflected in the Company’s gross deferred tax asset at December 31, 2024. The remaining credit carryforwards will expire during the periods 2033 through 2042.

At December 31, 2024, the Company has unused Canadian net operating loss carryforwards of approximately $3.5 million. The net operating loss carryforwards if unused will expire at various dates between 2041 through 2044. At December 31, 2024, the Company has no remaining Scientific Research and Experimental Development (“SR&ED”) expenditures or ITC credit carryforwards.

At December 31, 2024, the Company has unused French net operating loss carryforwards of approximately $96.3 million. The net operating loss may carry forward indefinitely or until the Company changes its activity.

At December 31, 2024, the Company has unused Netherlands net operating loss carryforwards of approximately $41.4 million. The net operating loss may carry forward indefinitely or until the Company changes its activity.

As of December 31, 2024, the Company has no un-repatriated foreign earnings or unrecognized tax benefits.

The Inflation Reduction Act of 2022 (“IRA”) was signed into law on August 16, 2022. Key provisions under the IRA include a 15% corporate alternative minimum tax imposed on certain large corporations and the extension and expansion of clean energy tax incentives. The 15% corporate alternative minimum tax is not expected to affect the Company in the near future. The Company is in the process of evaluating the impact of the clean energy tax incentives on its businesses and is awaiting U.S. Department of the Treasury and Internal Revenue Service guidance.

The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. Open tax years in the U.S. range from 2021 and forward. Open tax years in the foreign jurisdictions range from 2014 and forward. However, upon examination in subsequent years, if net operating losses carryforwards and tax credit carryforwards are utilized, the US and foreign jurisdictions can reduce net operating loss carryforwards and tax credit carryforwards utilized in the year being examined if they do not agree with the carryforward amount. As of December 31, 2024, the Company’s French subsidiary was under audit for income tax years 2022 and 2023. The Company is not under audit in the U.S. or any other non-U.S. taxing jurisdictions.

The Tax Cuts and Jobs Act of 2017 requires taxpayers to capitalize and amortize research and development costs pursuant to Internal Revenue Code (“IRC”) Section 174. The requirement was effective for the Company beginning after December 31, 2021. As of December 31, 2024, we recorded a deferred tax asset of approximately $44.8 million due to Section 174 capitalization. We note that the Company is currently in a full valuation allowance as it relates to the U.S. taxing jurisdiction as a result there is no impact to cash taxes payable.

The Organization for Economic Co-operation and Development Inclusive Framework on Base Erosion and Profit Shifting has proposed a global minimum corporate tax rate of 15% on multi-national corporations, commonly referred to as the Pillar Two rules that has been agreed upon in principle by over 140 countries. While the United States has not

adopted the Pillar Two rules, numerous foreign countries have enacted legislation to implement the Pillar Two rules, effective beginning January 1, 2024, or are expected to enact similar legislation. As of December 31, 2024, the Company did not meet the consolidated revenue threshold and is not subject to the GloBE Rules under Pillar Two. The Company will continue to monitor the implementation of rules in the jurisdictions in which it operates.