v3.25.4
Income Taxes
 12 Months Ended
Dec. 31, 2025
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 from continuing operations during the years ended December 31, 2025, 2024 and 2023 were the following:

 202520242023
Current:
Federal$632 $3,625 $18,444 
State1,390 178 4,285 
Foreign3,454 4,716 — 
Total Current Tax Expense5,476 8,519 22,729 
Deferred:
Federal(5,252)(113,588)(6,268)
State208 (19,922)(2,625)
  Foreign
(5,904)— — 
Total Deferred Taxes(10,948)(133,510)(8,893)
Total Income Tax Expense (Benefit)$(5,472)$(124,991)$13,836 

The Income (Loss) from Continuing Operations before Income Taxes was $(143,575) in the United States and $(3,622) in other countries for the year ended December 31, 2025.

A reconciliation of income taxes computed at the U.S. federal statutory income tax rate (21.0% for 2025, 2024 and 2023) to the provision for income taxes reflected in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2025, 2024 and 2023 is as follows:

2025
Income Taxes at Federal Statutory Rate$(30,911)21.0 %
State and local income tax, net of federal effect1,448 (1.0)
Foreign Tax Effects(847)0.6 
Changes in Valuation Allowance27,193 (18.5)
Non-Controlling Interest6,421 (4.4)
Other Nondeductible or Nontaxable Items362 (0.2)
Changes in Unrecognized Tax Benefits436 (0.3)
Return to Provision(4,959)3.4 
Intangible Basis Adjustment(2,145)1.5 
Other(2,470)1.7 
Total Tax Provision$(5,472)3.7 %
20242023
Tax Expense at the Statutory Rate$(262,466)$11,894 
State Income Taxes, Net of Federal Income Tax Benefit(19,538)1,561 
Share-based compensation(16)(537)
Other permanent differences1,743 (36)
Non-deductible compensation156 1,190 
Foreign Tax Rate Differential(1,019)— 
Federal income tax credits— (34)
Change in Valuation Allowance57,614 — 
Non-Controlling Interest65,772 — 
Goodwill Impairment42,081 — 
Other(9,318)(202)
Total Tax Provision$(124,991)$13,836 

The significant components of the deferred tax assets and liabilities at December 31, 2025 and 2024 were as follows:
December 31,
2025		December 31,
2024
Deferred tax assets
Operating Lease Liabilities$15,168 $1,318 
Net Operating Loss Carryforwards24,284 12,617 
Interest Disallowance50,587 23,827 
Investment in Partnership43,225 36,179 
Other5,845 3,295 
Total Deferred Tax Assets139,109 77,236 
Valuation allowances(113,247)(72,508)
Total Net Deferred Tax Assets25,862 4,728 
Deferred Tax Liabilities
Tax Over Book Depreciation4,838 4,047 
Operating Lease Right-of-Use-Assets13,976 1,391 
Intangible Assets33,376 37,420 
Other893 39 
Total Deferred Tax Liabilities53,083 42,897 
Net Deferred Tax Liabilities$(27,221)$(38,169)

The Company paid income taxes, net of refunds, of $872, $38,757 and $20,842 for the years ended December 31, 2025, 2024 and 2023, respectively. Cash income taxes paid by jurisdiction during the year ended December 31, 2025 were as follows:

Income Taxes Paid Net of Refunds by Jurisdiction 2025
Hong Kong$2,850 
Mexico1,665 
United States Federal (5,010)
Other1,367 
Total cash income taxes paid$872 
As of December 31, 2025, 2024 and 2023 the Company had state operating loss carryforwards of $160,397, $90,747 and $13,240, respectively, that expire between 2025 and 2036. 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 $8,463 and $5,877 as of December 31, 2025 and 2024, respectively. The Company’s state net operating loss valuation allowance increased in 2025 due to additional NOLs generated. The Company has a U.S. federal net operating loss carryforward of $71,966 at December 31, 2025. The Company’s U.S. federal net operating loss carryforward can be carried forward indefinitely. The Company continues to recognize 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, 2025 and 2024 is as follows:
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, LLC2,257 
Balance at December 31, 2024
$2,131 
Reductions for settlement with state taxing authorities(66)
Additions for tax positions of current year4,437 
Balance at December 31, 2025$6,502 

The Company recognizes income tax benefits from uncertain tax positions where the realization of the ultimate benefit is uncertain. As of December 31, 2025 and 2024, the Company had $6,502 and $2,131, respectively, of unrecognized income tax benefits, all of which would affect the Company’s effective tax rate if recognized. At December 31, 2025 and 2024, the Company had accrued interest and penalties related to unrecognized tax benefits of $467 and $394, 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 reevaluated this liability as of December 31, 2025 and adjusted the liability recorded to $10,580. The Company recorded a valuation allowance against any deferred tax assets associated with tax benefits generated in conjunction with and subsequent to the acquisition which are subject to the Tax Receivable Agreement. Consequently, the Company concluded additional Tax Receivable Agreement payments related to the year ended December 31, 2024 would not be probable based on estimates of future taxable income over the term of the Tax Receivable Agreement, but for the year end December 31, 2025 the Company estimated $968 is payable based on the 2025 taxable income. 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 the Tax Receivable Agreement. Furthermore, amounts payable under the Tax Receivable Agreement as a result of a change of control may be substantially in excess of the amounts set forth above due to, among other things, contractual provisions that require any such calculation to assume that all applicable tax benefits are used by the Company over the applicable tax years.
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, 2025, based on the countries in which we do business that have enacted legislation effective January 1, 2025, 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, 2025, 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.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, extending several key provisions of the 2017 Tax Cuts and Jobs Act, including, but not limited to, federal bonus depreciation and the expanded limitation on interest deductions under Section 163(j). The Company analyzed the impact of OBBBA and any tax benefits received through additional allowable interest expense and depreciation expense are not recognizable due to the valuation allowance position against federal and state net deferred tax assets.