17.INCOME TAXES

The income tax provision (benefit) for the years ended December 31, consisted of the following:

  ​ ​ ​

2025

  ​ ​ ​

2024

Federal:

Current

$

1,036

$

584

Deferred

 

(723)

 

623

State and local:

 

  ​

 

  ​

Current

 

174

 

224

Deferred

 

(184)

 

(16)

Income tax provision

$

303

$

1,415

The following table reflects a reconciliation of the U.S. federal statutory income tax rates to the Company’s effective income tax rates for the year ended December 31, 2025:

  ​ ​ ​

Amount

  ​ ​ ​

%

U.S. federal statutory rate

598

21.0

%

State income taxes, net of federal benefit1

 

(47)

(1.6)

%

Non-deductible meals and entertainment

 

43

1.5

%

Gain/(loss) on the fair value of warrants

 

272

9.6

%

Section 831 (B)(2) election

15

0.5

%

Deferred adjustments

 

(84)

(3.0)

%

Change in valuation allowance

(448)

(15.8)

%

Other adjustments

 

(46)

(1.6)

%

Effective rate

303

10.6

%

1 The state and local income tax effect reflects an overall net state income tax benefit for the year, with more than 90% attributable to NY. The state income tax benefit was partially offset by state income tax expense, with CA, IL, NJ and TX representing more than 85% of the offsetting income tax expense.

The following table reflects a reconciliation of the U.S. federal statutory income tax rates to the Company’s effective income tax rates for the year ended December 31, 2024:

  ​ ​ ​

Amount

  ​ ​ ​

%

U.S. federal statutory rate

 

(659)

 

21.0

%

State income taxes, net of federal benefit

 

161

 

(5.1)

%

Non-deductible meals and entertainment

 

33

 

(1.1)

%

Non-deductible transaction costs

 

148

 

(4.7)

%

Gain/(loss) on the fair value of warrants

 

(129)

 

4.1

%

Section 831 (B)(2) election

 

84

 

(2.7)

%

Deferred adjustments

 

990

 

(31.5)

%

Change in valuation allowance

 

3

 

(0.1)

%

Non-taxable pass through entities

 

569

 

(18.1)

%

Net operating loss true-up

 

216

 

(6.9)

%

Effective rate

 

1,415

 

(45.1)

%

17.INCOME TAXES (continued)

Deferred Taxes

Deferred tax assets and liabilities are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates. Temporary differences, and net operating loss carryforwards that give rise to deferred tax assets and liabilities are summarized as follows as of December 31:

  ​ ​ ​

2025

  ​ ​ ​

2024

Deferred tax assets/(liabilities):

Property, and equipment, net

$

(54)

$

(116)

Intangibles, net

307

246

IRC 163(j) interest limitation, carryover

 

281

 

340

Net operating loss

 

322

 

281

Share based compensation

127

Accrued compensation

353

Derivatives and hedging activities – other comprehensive income (loss)

39

Other

 

(69)

 

138

Total

 

1,306

 

889

Valuation Allowance

 

 

(529)

Net deferred tax asset

$

1,306

$

360

As of December 31, 2025 and 204, the net deferred tax asset is included in other assets on the accompanying consolidated statements of financial condition.

Net Operating Losses

At December 31, 2025, the Company and its subsidiaries had federal and state net operating loss carry forwards of approximately $1.1 million and $0.6 million, respectively. At December 31, 2024, the Company had federal and state net operating loss carryforwards of approximately $1.0 million and $1.8 million, respectively. These carry forward losses are available to offset future U.S. federal and state taxable income and are not subject to IRC Section 382 limitations. All federal net operating losses being carried forward were incurred in tax years beginning after December 31, 2017, and therefore will carry forward indefinitely. The state net operating losses will start to expire December 31, 2038.

Valuation Allowance

The Company provides for recognition of deferred tax assets if the realization of such assets is more likely than not to occur in accordance with accounting standards that address income taxes. Significant management judgment is required in determining the period in which the reversal of a valuation allowance should occur. The Company has considered all available evidence, both positive and negative, such as historical levels of income and future forecasts of taxable income amongst other items, in determining its valuation allowance and has concluded that no valuation allowance is warranted as of December 31, 2025. As of December 31, 2024 the valuation allowance amounted to $529.

17.INCOME TAXES (continued)

Unrecognized Tax Benefits

Based on the Company’s evaluation, it has been concluded that there are no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024 and the Company does not anticipate any material changes over the next twelve months.

The Company’s policy for recording interest and penalties associated with unrecognized tax benefits is to record such interest and penalties as interest expense and other expense, respectively. There were no amounts accrued for interest or penalties on unrecognized tax benefits for the years ended December 31, 2025 and 2024. Management does not expect any material changes in its unrecognized tax benefits in the next year.

The Company files income tax returns, including returns for its subsidiaries, with federal and state jurisdictions and is subject to examination by various taxing authorities. The tax years of 2022 to 2024 remain open to examination in the federal jurisdiction. The tax years of 2021 to 2024 remain open to examination in the state jurisdiction. The Company is not currently under examination for any tax years.

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.