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Income Taxes
 6 Months Ended
Jun. 30, 2025
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
We are subject to U.S. federal, state and foreign income taxes with respect to our allocable share of any taxable income or loss of Topco LLC, as well as any stand-alone income or loss we generate. Topco LLC is organized as a limited liability company and treated as a partnership for U.S. federal tax purposes and generally does not pay income taxes on its taxable income in most jurisdictions. Instead, Topco LLC’s taxable income or loss is passed through to its members, including us.
The following table summarizes the Company’s income tax benefit and effective tax rate for the periods presented (in thousands, except percentages):
Three Months Ended
June 30,		Six Months Ended
June 30,
2025202420252024
Loss before income taxes$(74,125)$(20,855)$(126,816)$(43,264)
Income tax benefit$(4,288)$(2,435)$(4,126)$(2,164)
Effective tax rate5.8 %11.7 %3.3 %5.0 %
The Company’s effective tax rate of 5.8% and 3.3% for the three and six months ended June 30, 2025, respectively, differed from the U.S. federal statutory income tax rate of 21.0%, primarily due to loss associated with the non-controlling interest, the valuation allowance recorded against the Company’s deferred tax assets, and the release of a previous uncertain tax position due to statute expiration.
The Company’s effective tax rate of 11.7% and 5.0% for the three and six months ended June 30, 2024, respectively, differed from the U.S. federal statutory income tax rate of 21.0%, primarily due to loss associated with the non-controlling interest, the valuation allowance recorded against the Company’s deferred tax assets, and the release of a previous uncertain tax position due to statute expiration.
As of June 30, 2025 and December 31, 2024, the Company had $0.4 million and $3.6 million, respectively, of unrecognized tax benefits, all of which would affect the effective tax rate if recognized. The Company does not expect to recognize a material change to unrecognized tax benefits in the next twelve months. The Company recognizes interest related to uncertain tax benefits as a component of income tax expense (benefit), which was immaterial during each of the three and six months ended June 30, 2025 and 2024.
Tax Distributions to Topco LLC’s Owners
The LLC Operating Agreement has numerous provisions related to allocations of income and loss, as well as timing and amounts of distributions to its unit holders. This agreement also includes a provision requiring cash distributions enabling its owners to pay their taxes on income passing through from Topco LLC. These tax distributions are computed based on an
assumed income tax rate equal to the sum of (i) the maximum combined marginal U.S. federal and state income tax rate applicable to an individual and (ii) the net investment income tax. The assumed income tax rate currently totals 46.7%, which may increase to 54.1% in certain cases where the qualified business income deduction is unavailable.
In addition, Topco LLC is subject to entity level taxation in certain states and certain of its subsidiaries are subject to entity level U.S. and foreign income taxes. As a result, the accompanying condensed consolidated statements of operations include income tax expense related to those states and to U.S. and foreign jurisdictions where Topco LLC or any of our subsidiaries are subject to income tax.
During each of the three and six months ended June 30, 2025, Topco LLC did not pay any tax distributions to its unit holders. During each of the three and six months ended June 30, 2024, Topco LLC paid tax distributions of $1.3 million to its unit holders, including $0.7 million to the Company.
As of June 30, 2025, no amounts for tax distributions had been accrued.
Recent Legislation
On July 4, 2025, a budget and reconciliation bill commonly referred to as the One Big Beautiful Bill Act ("OBBBA") was enacted into law in the U.S. The OBBBA includes significant provisions, such as the extension of certain expiring provisions of the 2017 Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business expenses, including research and development costs. The OBBBA has varying effective dates, with certain provisions effective in 2025 and others with multiple effective dates through 2027. We are currently assessing the impact of these provisions on our consolidated financial statements.