Income Taxes
The computation of the effective tax rate, tax provision and related income tax assets and liabilities are based on, among other things, an estimate of the impact of the exchanges of Common Units for shares of Class A Stock, inclusive of an analysis of tax basis and state tax implications of the Company and their underlying assets and liabilities. The Company’s estimate is based on the most recent information available and cannot be finally determined until the Company’s 2025 tax returns have been filed. The tax basis and impact of the Company and their underlying assets and liabilities are based on estimates subject to finalization of its tax returns.
The Company is a domestic corporation for U.S. federal income tax purposes and is subject to U.S. federal and state and local corporate-level income taxes on its share of taxable income from the Umbrella Partnership. The Umbrella Partnership is a partnership for U.S. federal income tax purposes and a taxable entity for certain state and local taxes, such as New York City Unincorporated Business Tax (“UBT”). Further, the Company’s income tax provision and related income tax assets and liabilities are based on, among other things, an estimate of the impact of exchanges of shares of Class B Common Stock and Class B Units for shares of Class A Common Stock, inclusive of an analysis of tax basis and state tax implications of the Umbrella Partnership and its underlying assets and liabilities. The Company’s estimate is based on the most recent information available. The tax basis and state impact of the Umbrella Partnership and its underlying assets and liabilities are based on estimates subject to finalization of the Company’s tax returns.
For financial reporting purposes, the components of income (loss) from continuing operations before income tax benefit were as follows:
For the Year Ended
(Dollars in Thousands)December 31, 2025December 31, 2024December 31, 2023
U.S. Domestic
$(66,901)$(65,357)$(8,812)
Foreign(38,228)(57,747)(33,363)
Income (loss) before income tax benefit$(105,129)$(123,104)$(42,175)

The following table presents the components of the Company’s income tax expense (benefit) from continuing operations :
For the Year Ended
(Dollars in Thousands)December 31, 2025December 31, 2024December 31, 2023
Current income tax expense (benefit)
U.S. federal$(175)$584 $749 
State and local361 1,046 98 
Foreign1,704 465 871 
$1,890 $2,095 $1,718 
Deferred income tax expense (benefit)
U.S. federal$12,658 $(10,202)$(344)
State and local4,997 (10,119)(1,021)
Foreign(957)(2,630)(859)
$16,698 $(22,951)$(2,224)
Total income tax expense (benefit)
U.S. federal$12,483 $(9,618)$405 
State and local5,358 (9,073)(923)
Foreign747 (2,165)12 
Total income tax expense (benefit)$18,588 $(20,856)$(506)
More than 50% of the Company's recognized state and local income tax benefit for all periods is attributable to New York state and New York City.
The following table sets forth the reconciliation of the Company’s effective rate to the statutory rate for the year ended December 31, 2025:
For the Year Ended
(Dollars in Thousands)December 31, 2025
U.S. federal tax expense (benefit) at statutory rate$(22,077)21.0 %
State tax, net of federal benefit3,522 (3.3)%
Foreign tax effects
United Kingdom
Foreign rate differential(1,379)1.3 %
Change in valuation allowance3,840 (3.7)%
Non-deductible expenses3,153 (3.0)%
Change in fair value of contingent consideration1,268 (1.2)%
Other354 (0.3)%
Germany
Foreign rate differential(219)0.2 %
Non-deductible expenses759 (0.7)%
Other jurisdictions
Foreign rate differential(77)0.1 %
Change in valuation allowance1,014 (1.0)%
Other53 — %
Change in Valuation Allowance26,429 (25.1)%
Nondeductible items
Stock based compensation(9)— %
Executive Compensation Limitation under 162(m)61 (0.1)%
Net impact of non-controlling interest3,344 (3.2)%
Change in fair value of contingent consideration(1,365)1.3 %
Other Permanent differences(95)0.1 %
Rate change12 — %
Total Effective Tax Rate$18,588 (17.7)%
The following table sets forth the reconciliation of the Company’s effective rate to the statutory rate for the years ended December 31, 2024 and 2023:
For the Year Ended
(Dollars in Thousands)December 31, 2024December 31, 2023
U.S. federal tax expense (benefit) at statutory rate$(25,851)21.0 %$(8,856)21.0 %
State tax, net of federal benefit(9,457)7.7 %(1,246)3.0 %
Goodwill Impairment7,342 (6.0)%— — %
Non-deductible Professional Fees1,337 (1.1)%1,808 (4.3)%
Change in fair value of warrant liability— — %2,702 (6.4)%
Change in fair value of contingent consideration(6,129)5.0 %(5,657)13.4 %
Other Perms421 (0.3)%256 (0.6)%
Prior year true-ups(361)0.3 %10 — %
Change in Valuation Allowance6,278 (5.1)%10,530 (25.0)%
Foreign rate differential(1,751)1.4 %(1,778)4.2 %
Stock based compensation434 (0.4)%145 (0.3)%
Rate Change96 (0.1)%— — %
Net impact of non-controlling interest6,785 (5.5)%1,580 (3.7)%
Total Effective Rate$(20,856)16.9 %$(506)1.2 %
The Company had an effective tax rate on continuing operations of (17.7)%, 16.9% and 1.2% for the years ended December 31, 2025, 2024 and 2023, respectively. The effective tax rates differed from the statutory rate primarily due to the impact of valuation allowance with respect to deferred tax assets generated in the Company’s subsidiaries in the U.K. and in the Company’s investment in subsidiary, the portion of income allocated to noncontrolling interests, and goodwill impairment.
As of December 31, 2025 and 2024 the income tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities were as follows:
(Dollars in Thousands)December 31, 2025December 31, 2024
Deferred tax assets
Net operating losses$44,632 $27,736 
Investment in partnership18,519 13,117 
Goodwill921 1,503 
Disallowed interest carryforward3,455 5,816 
Accruals and reserves7,017 6,567 
Operating Lease Liability1,329 1,744 
Other deferred tax asset802 921 
Total deferred tax assets76,675 57,404 
Deferred tax liabilities
Intangibles$17,405 $17,353 
Operating Lease - Right Of Use1,281 1,723 
Other deferred tax liability233 254 
Total deferred tax liabilities18,919 19,330 
Valuation allowance(67,323)(27,325)
Net deferred tax asset (liabilities)$(9,567)$10,749 
As of December 31, 2025, the Company has U.S. federal net operating losses (“NOLs”) of $88.7 million and foreign NOLs of $81.8 million that can be carried forward indefinitely until they are used. The Company regularly evaluates the realizability of its deferred tax asset and may recognize or adjust any valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax asset may not be realized. As of December 31, 2025, the Company has recorded a full valuation allowance against the NOLs and other available tax attributes generated by its U.S. operations and substantially all the foreign subsidiaries with NOL carryforwards are in a full valuation allowance position.

The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the tax years that remain open under the statute of limitations will be subject to examinations by the appropriate tax authorities. The Company is currently under examination by New York City UBT for the years ended December 2020 and 2021. We do not believe that there is material exposure in connection with the examination.
The following table presents a reconciliation of the Company’s total gross unrecognized tax benefits for the year ended December 31, 2025 and 2024:

(Dollars in Thousands)December 31, 2025December 31, 2024
Balance at January 1,$240 $— 
Additions, based on tax positions related to current year— — 
Additions for tax positions of prior years— 240 
Reduction for tax positions of prior years— — 
Settlements— — 
Lapses in statues of limitations— — 
Balance at December 31$240 $240 

For the year ended December 31, 2025, income taxes paid exceeded 5% of total income taxes paid, net of refunds, in the following jurisdictions:

(Dollars in Thousands)December 31, 2025
Federal $744 
New York City253 
Hong Kong485 
Switzerland289 
Singapore243 
Italy175 
Other135 
Total income taxes paid (net of refunds)$2,324 
For the years ended December 31, 2024 and 2023, income taxes paid, net, were $1.5 million and $0.8 million, respectively.

Historical Timeline

Fiscal YearFiled
2025Mar 31, 2026Showing above
2024Mar 17, 2025
2023Mar 22, 2024

About Income Taxes Disclosures

The income tax disclosure reveals how much a company actually pays in taxes versus what the statutory rate would predict. Analysts focus on the effective tax rate (ETR) reconciliation, which breaks down every item driving the gap between the 21% federal rate and the company's reported ETR — including R&D credits, foreign rate differentials, and state taxes. Deferred tax assets (DTAs) and their valuation allowances signal management's confidence in future profitability: a rising allowance suggests the company doubts it can use accumulated tax benefits. Uncertain tax benefit (UTB) reserves quantify exposure to IRS challenges on aggressive positions.

Key signals to watch: sudden ETR drops without clear operational reasons, large increases in valuation allowances, growing UTB balances, and significant unremitted foreign earnings. Post-TCJA, pay attention to GILTI and BEAT provisions that affect multinational tax structures. Compare the cash taxes paid (from the cash flow statement) against the income tax provision to gauge earnings quality.