Annual report [Section 13 and 15(d), not S-K Item 405]

Income Taxes

v3.25.1
Income Taxes
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The Company is taxed as a corporation and pays corporate federal and state taxes on income allocated to it from Opco based on the Company’s economic interest in Opco. Opco’s members, including the Company, are liable for federal, state and local income taxes based on their share of Opco’s pass-through taxable income. Opco is not a taxable entity for federal income tax purposes. In addition, certain subsidiaries of Opco are corporations that are subject to federal, state and non-U.S income taxes. The earliest period the Company is subject to examination of federal income tax returns by the Internal Revenue Service is 2021. The state income tax returns and non-U.S. tax filings of the Company are subject to examination by the applicable taxing authorities for various periods, generally up to four years after they are filed.

    The Company's income tax (benefit) expense for continuing operations during the years ended December 31, 2024, 2023 and 2022 were the following:

  2024 2023 2022
Current:
Federal $ 3,625  $ 18,444  $ 43,327 
State 178  4,285  12,026 
Foreign 4,716  —  — 
Total Current Tax Expense 8,519  22,729  55,353 
Deferred:
Federal (113,588) (6,268) 6,317 
State (19,922) (2,625) 1,369 
  Foreign
 —  —  — 
Total Deferred Taxes (133,510) (8,893) 7,686 
Total Income Tax Expense (Benefit) $ (124,991) $ 13,836  $ 63,039 
A reconciliation of income taxes computed at the U.S. federal statutory income tax rate (21.0% for 2024, 2023 and 2022) to the provision for income taxes reflected in the Company’s Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022 is as follows:
  2024 2023 2022
Tax expense at the statutory rate $ (262,466) $ 11,894  $ 50,915 
State income taxes, net of federal income tax benefit (19,538) 1,561  10,189 
Share-based compensation (16) (537) (840)
Other permanent differences 1,743  (36) (30)
Non-deductible compensation 156  1,190  1,435 
Non-controlling interest 65,772  —  — 
Federal income tax credits —  (34) (107)
Foreign Tax Rate Differential (1,019) —  — 
Impairment 42,081  —  — 
Change in Valuation Allowance 57,614  —  — 
Other (9,318) (202) 1,477 
  $ (124,991) $ 13,836  $ 63,039 

    The significant components of the deferred tax assets and liabilities at December 31, 2024 and 2023 were as follows:
December 31,
2024		 December 31,
2023
Deferred tax assets:
Accrued expenses $ —  $ 12,006 
Allowance for doubtful accounts 47  565 
Operating lease liabilities 1,318  29,658 
Due diligence and transaction costs —  13,953 
Share-based compensation 2,297  4,995 
Accruals for income tax contingencies 42  129 
Capital Contributions 1  — 
Net operating loss carryforwards 12,617  634 
Foreign Tax Credit 894  — 
Interest Disallowance 23,827  — 
Unrealized Gain/Loss 14  — 
Investment in Partnership 36,179  — 
Total gross deferred tax assets 77,236  61,940 
Valuation allowance (72,508) (395)
Total net deferred tax assets 4,728  61,545 
Deferred tax liabilities:
Tax over book depreciation 4,047  33,373 
Prepaid expenses 39  10,807 
Operating lease right-of-use assets 1,391  28,559 
Goodwill —  23,744 
Intangible assets 37,420  7,262 
Total deferred tax liabilities 42,897  103,745 
Net deferred tax liabilities $ (38,169) $ (42,200)
The Company paid income taxes, net of refunds, of $38,757, $20,842 and $65,388 for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, 2023 and 2022 the Company had state net operating loss carryforwards of $90,747, $13,240 and $13,574, respectively, that expire between 2024 and 2035. The state net operating loss carryforwards are limited to the future taxable income of separate legal entities. The Company maintains a valuation allowance to reserve against its state net operating loss carryforwards of $5,877 and $395 as of both December 31, 2024 and 2023, respectively.The Company’s state net operating loss valuation allowance increased in 2024 due to additional NOLs generated. The Company has a federal net operating loss carryforward of $38,499. The Company’s federal net operating loss carryforward can be carried forward indefinitely. The Company also recorded a valuation allowance against its U.S. Federal deferred tax assets, including its outside basis difference in Opco, Federal net operating loss carryforward, and IRC section 163(j) interest limitation carryforward. A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company assessed the likelihood that its deferred tax assets would be recovered from estimated future taxable income and available tax planning strategies. In making this assessment, all available evidence was considered including economic climate, as well as reasonable tax planning strategies.

A reconciliation of the beginning and ending amount of unrecognized tax benefits as of and during the years ended December 31, 2024 and 2023 is as follows:
Balance at December 31, 2022 198 
Reductions for settlement with state taxing authorities (66)
Additions for tax positions of current year 21 
Balance at December 31, 2023 $ 153 
Reductions for settlement with state taxing authorities (66)
Reductions for tax positions of prior years (213)
Additions from acquisition of Omni Newco, LLC 2,257 
Balance at December 31, 2024
 $ 2,131 

The Company recognizes income tax benefits from uncertain tax positions where the realization of the ultimate benefit is uncertain. As of December 31, 2024 and 2023, the Company had $2,131 and $153, respectively, of unrecognized income tax benefits, all of which would affect the Company’s effective tax rate if recognized. At December 31, 2024 and 2023, the Company had accrued interest and penalties related to unrecognized tax benefits of $394 and $82, respectively. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in “Interest expense, net” and “Other operating expenses”, respectively.

In connection with the Omni Acquisition, the Company entered into a Tax Receivable Agreement with certain Omni Holders. As of December 31, 2024, the Company recognized a Tax Receivable Agreement liability of $13,295, which equals the amount of Tax Receivable Agreement liability included in the Omni Purchase Price Allocation. The Company generated additional tax benefits subject to the Tax Receivable Agreement of $74,217 during 2024. The Company recorded a valuation allowance against any deferred tax assets associated with those tax benefits. Consequently, the Company concluded additional Tax Receivable Agreement payments related to current year tax benefits would not be probable based on estimates of future taxable income over the term of the Tax Receivable Agreement. If other tax attributes subject to the Tax Receivable Agreement are determined to be payable, additional Tax Receivable Agreement liabilities may be considered probable at that time. The determination of the Tax Receivable Agreement liability requires the Company to make judgments in estimating the amount of tax attributes as of the date of exchanges (such as cash to be received by the Company on a hypothetical sale of assets and allocation of gain or loss to the Company at the time of the exchanges taking into consideration partnership tax rules). The amounts payable under the Tax Receivable Agreement will also vary depending upon a number of factors, including tax rates in effect, as well as the amount, character, and timing of the taxable income of Opco in the future and the expected realization of tax benefits with respect to deferred tax assets related to tax attributes subject to Tax Receivable Agreement.

The Organization for Economic Co-operation and Development (“OECD”), continues to put forth various initiatives, including Pillar Two rules which include the introduction of a global minimum tax at a rate of 15%. European Union member states agreed to implement the OECD’s Pillar Two rules with effective dates of January 1, 2024 and January 1, 2025, for
different aspects of the directive and most have already enacted legislation. A number of other countries are also implementing similar legislation. As of December 31, 2024, based on the countries in which we do business that have enacted legislation effective January 1, 2024, the impact of these rules to our financial statements was not material. This may change as other countries enact similar legislation and further guidance is released. We continue to closely monitor regulatory developments to assess potential impacts.

In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations. As of December 31, 2024, the Company has not recorded a provision for U.S. or additional foreign withholding taxes on investments in foreign subsidiaries that are indefinitely reinvested. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances.