v3.26.1
Income Taxes
 6 Months Ended 12 Months Ended
Dec. 31, 2025
Jun. 30, 2025
Income Tax Disclosure [Abstract]    
Income Taxes
10.
Income Taxes
The Company is taxed as a subchapter C corporation and is subject to federal, state and local income taxes. The Company’s sole material asset is its investment in Opco, which is a limited liability company that is taxed as a partnership for U.S. federal and certain state and local income tax purposes. Opco includes disregarded entities whose net taxable income and related tax credits, if any, are passed through to its members and included in the member’s tax returns, along with a subchapter C corporation and foreign entities whose net taxable income are subject to federal, state and foreign taxes. Opco’s disregarded entities are subject to and report an entity-level tax in various states.
A significant portion of the earnings allocated to the
non-controlling
interest holders is not subject to federal and state income taxes by the Company. As a result, the Company’s effective tax rate can differ materially from the statutory rate, depending on the ownership percentage of the
non-controlling
interests.
Income tax benefit (expense) was $(0.8) million and $0.4 million for the three months ended December 31, 2024 and 2025, respectively, and $(2.1) million and $(2.5) million for the six months ended December 31, 2024 and 2025, respectively. Our effective income tax rate for the three months ended December 31, 2024 and 2025 was 11.6% and 81.5%, respectively. Our effective income tax rate for the six months ended December 31, 2024 and 2025 was 13.0% and 14.1%, respectively. For the three and six months ended December 31, 2024, the effective income tax rate differed from the federal statutory rate primarily due to a large portion of our
non-controlling
interest not being subject to income taxes and the use of R&D credits. For the three and six months ended December 31, 2025 our effective income tax rate differed from the federal statutory rate of 21% primarily due to our
non-controlling
interest not being subject to income taxes and favorable discrete adjustments related to the filing of our 2024 federal return.
In calculating the provision for interim income taxes, in accordance with ASC Topic 740, an estimated annual effective tax rate is applied to
year-to-date
ordinary income. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year.
For annual periods, the Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change.
The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal and state taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not
 
that the position will be sustained upon examination by taxing authorities based on the technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. The Company recognizes penalties and interest related to uncertain tax positions within the provision (benefit) for income taxes line in the accompanying condensed consolidated statements of operations. The Company recognizes penalties and interest related to uncertain tax positions within the income tax expense line in the accompanying condensed consolidated statements of operations.
The Company files U.S. federal, certain state, and foreign income tax returns. The income tax returns of the Company are subject to examination by U.S. federal, state, and foreign taxing authorities for various time periods, depending on those jurisdictions’ rules, generally after the income tax returns are filed.
On July 4, 2025, the “One Big Beautiful Bill Act” (“Act”) was enacted into law. The Act includes changes to U.S. tax law that will be applicable to the Company beginning in calendar year 2025. These changes include provisions allowing accelerated tax deductions for qualified property and research expenditures, accelerated bonus depreciation for property and equipment, changes in calculating interest expense limitations, and other provisions.
 
11.
Income Taxes
The components of the Company’s income (loss) before provision for income taxes are as follows (in thousands):
 
    
Predecessor
           
Successor
  
    
Period from
July 1, 2023
to October 31,
2023
           
Period from
Inception to
June 30,
2024
    
Year Ended
June 30,
2025
  
U.S.
    $ 11,432          $ (25,387 )    $ 19,901  
Foreign
      219            228       2,885  
  
 
 
         
 
 
    
 
 
  
Income (Loss) Before Provision for Income Taxes
    $ 11,651          $ (25,159 )    $ 22,786  
  
 
 
         
 
 
    
 
 
  
The (expense) benefit for income taxes charged to operations consists of the following (in thousands):
 
    
Predecessor
           
Successor
  
    
Period from
July 1, 2023
to October 31,
2023
           
Period from
Inception to
June 30,
2024
    
Year Ended
June 30,
2025
  
Current expense:
            
Federal
    $ (4,224 )         $ (3,401 )    $ (17,360 ) 
State
      (395 )           (215 )      (2,576 ) 
Foreign
      (56 )           (263 )      (1,137 ) 
  
 
 
         
 
 
    
 
 
  
     (4,675 )           (3,879 )      (21,073 ) 
  
 
 
         
 
 
    
 
 
  
Deferred benefit:
            
Federal
      1,443            6,502       14,846  
State
      42            3,370       331  
Foreign
      —             (36 )      556  
  
 
 
         
 
 
    
 
 
  
     1,485            9,836       15,733  
  
 
 
         
 
 
    
 
 
  
Total Income Tax (Expense) Benefit
    $ (3,190 )         $ 5,957     $ (5,340 ) 
  
 
 
         
 
 
    
 
 
  
 
Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands):
 
    
Successor
  
    
June 30,
  
    
2024
    
2025
  
Deferred tax assets:
     
Provision for credit losses
    $ 360     $ 57  
Provision for excess or obsolete inventory
      1,467       492  
Accrued expenses
      6,873       1,012  
Operating lease liabilities
      23,289       13,003  
Capitalized research and development costs
      11,198       15,847  
Research and development credits
      3,317       3,138  
Net operating losses
      2,700       187  
Disallowed business interest
      1,402       1,011  
Other
      400       757  
  
 
 
    
 
 
  
Deferred tax assets
      51,006       35,504  
  
 
 
    
 
 
  
Deferred tax liabilities:
     
Investment in Opco
      —        (82,655 ) 
Property and equipment
      (3,921 )      (695 ) 
Intangible assets
      (76,523 )      (3,133 ) 
Operating lease right of use asset
      (22,958 )      (12,140 ) 
Other
      (1,028 )      (199 ) 
  
 
 
    
 
 
  
Deferred tax liabilities
      (104,430 )      (98,822 ) 
  
 
 
    
 
 
  
Deferred Tax Liability, net
    $ (53,424 )    $ (63,318 ) 
  
 
 
    
 
 
  
The deferred tax liability related to the investment in Opco represents the tax effect of the difference in the book and tax basis in the investment. The Company uses the look-through method which looks to the inside basis differences of the partnership’s assets and liabilities excluding certain items such as non-deductible goodwill.
 
 
A reconciliation of income tax (expense) benefit computed at the federal statutory rate of 21% to actual income tax expense at the Company’s effective rate is as follows (in thousands):
 
    
Predecessor
           
Successor
  
    
Period from
July 1, 2023
to October 31,
2023
           
Period from
Inception to
June 30,
2024
    
Year Ended
June 30,
2025
  
Income tax reconciliation:
            
Income tax benefit (expense) at U.S. statutory rate
    $ (2,447 )         $ 5,283     $ (4,785 ) 
State income taxes
      (353 )           2,798       (1,763 ) 
Tax credits
      474            1,750       4,542  
Passthrough income not subject to income tax
      527            (330 )      1,878  
Non-U.S.
income taxed at different rate than U.S. statutory rate
      (10 )           (174 )      (211 ) 
Effect of outside basis difference in domestic subsidiary
      —             —        (2,006 ) 
Transaction costs
      (314 )           (2,641 )      (438 ) 
Increase in uncertain tax positions
      —             (724 )      (1,943 ) 
Nondeductible expenses
      (31 )           (144 )      (476 ) 
Other
      (1,036 )           139       (138 ) 
  
 
 
    
 
 
     
 
 
    
 
 
  
Total Income Tax (Expense) Benefit
    $ (3,190 )         $ 5,957     $ (5,340 ) 
  
 
 
    
 
 
     
 
 
    
 
 
  
As of June 30, 2025, the Company has state income tax net operating loss (“NOL”) carryforwards of approximately $2.7 million that will expire in future years beginning in 2032 if not utilized against state taxable income. As of June 30, 2025, the Company also has state R&D Credits carryforwards of approximately $3.1 million that are not subject to expiration.
Realization of deferred tax assets is dependent upon generating sufficient taxable income of the appropriate type and in the appropriate jurisdictions. In assessing the ability to realize a portion of the deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. At June 30, 2025, management determined no valuation allowance is necessary against its deferred tax assets, as it is more likely than not that its deferred tax assets will be utilized.
Uncertain Tax Positions
The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return, which are subject to examination by federal, state, local and foreign taxing authorities. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on the technical merits of the position. The amount of the tax benefit recognized is the largest amount of the benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management’s estimates of the ultimate outcome of various tax uncertainties. As of the MGM Acquisition Date, the Company recorded a liability of $1.0 million in uncertain tax positions of which $0.2 million related to penalties and interest for research and development credits and $0.8 million related to state and local taxes, which are included in accrued expenses. As of June 30, 2024, the Company has $3.9 million of gross unrecognized tax benefits and $0.2 million of penalties and interest of which $3.2 million is included in accrued expenses. As of June 30, 2025, the Company has $6.1 million of gross unrecognized tax benefits and $0.2 million of penalties and interest of which $4.4 million is included in accrued expenses.
The Company files income tax returns in the U.S. federal jurisdiction and in multiple U.S. states. The Company and its subsidiaries are routinely examined by various U.S. taxing authorities. The Company is not subject to
 
U.S. federal, state income tax examinations by tax authorities for years before 2020. There are c
urre
ntly no income tax audits in any material jurisdictions.