16.
INCOME TAXES

The Company is subject to U.S. federal and state taxes with respect to its allocable share of any taxable income or loss of Holdings as well as any stand-alone income or loss it generates. Holdings is treated as a partnership for U.S. federal and most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, Holdings’ taxable income or loss is passed through to and included in the taxable income or loss of its members, including the Company. Despite its status as a partnership in the U.S., Holdings’ foreign subsidiaries are taxable entities operating in foreign jurisdictions. As such, these foreign subsidiaries may record a tax expense or benefit in jurisdictions where a valuation allowance has not been recorded.

Income before provision for income taxes consisted of the following:

 

 

Year Ended December 31,

 

(in thousands)

 

2025

 

 

2024

 

Domestic

 

$

37,967

 

 

$

1,324

 

Foreign

 

 

(383

)

 

 

(308

)

Income before provision for income taxes

 

$

37,584

 

 

$

1,016

 

Cash paid for income taxes, net of refunds, was as follows:

(in thousands)

 

Year ended December 31, 2025

 

Federal

 

$

2,007

 

State

 

$

739

 

Foreign

 

 

6

 

Total cash paid for taxes, net of refunds

 

$

2,752

 

The following presents the jurisdictions that exceeded 5% of total income taxes paid, net of refunds:

(in thousands)

 

Year ended December 31, 2025

 

State:

 

 

Texas

 

$

216

 

Florida

 

$

149

 

The income tax provision consisted of the following:

 

 

Year Ended December 31,

 

(in thousands)

 

2025

 

 

2024

 

Current income tax provision (benefit):

 

 

 

 

 

 

Federal

 

$

1,429

 

 

$

2,997

 

State and Local

 

 

581

 

 

 

857

 

Foreign

 

 

4

 

 

 

14

 

Total current expense (benefit):

 

 

2,014

 

 

 

3,868

 

Deferred income tax provision (benefit):

 

 

 

 

 

 

Federal

 

 

3,927

 

 

 

(2,520

)

State and Local

 

 

46

 

 

 

(378

)

Foreign

 

 

 

 

 

 

Total deferred expense (benefit):

 

 

3,973

 

 

 

(2,898

)

Total income tax provision (benefit)

 

$

5,987

 

 

$

970

 

 

A reconciliation of the federal income tax rate to the Company’s effective tax rate was as follows:

 

 

Year ended December 31, 2025

 

(in thousands)

 

Amount

 

 

Rate

 

U.S. federal statutory tax rate

 

$

7,893

 

 

 

21.0

%

Increase (decrease) in taxes resulting from:

 

 

 

 

 

 

State and local taxes(1)

 

 

546

 

 

 

1.5

%

Foreign tax effects:

 

 

 

 

 

 

Mexico - Other

 

 

84

 

 

 

0.2

%

Partnership flowthrough

 

 

(2,353

)

 

(6.3)%

 

Other, net

 

 

(183

)

 

(0.5)%

 

 

 

$

5,987

 

 

 

15.9

%

(1) State taxes in California, Florida and Texas made up a majority of the tax effect in this category for 2025.

A reconciliation of the federal income tax rate to the Company’s effective tax rate prior to the adoption of ASU 2023-09 was as follows:

(in thousands)

 

Year ended December 31, 2024

 

Statutory federal income tax rate

 

$

213

 

State taxes, net of federal benefit

 

 

385

 

Nontaxable partnership income

 

 

117

 

Return to provision

 

 

124

 

Foreign rate differential

 

 

(29

)

Excise tax on share repurchases

 

 

63

 

Change in valuation allowance

 

 

70

 

Nondeductible compensation

 

 

27

 

 

 

$

970

 

The Company’s significant rate reconciliation items are driven primarily by state taxes and permanent differences associated with Holdings’ flowthrough income.

The Company’s net deferred tax assets (liabilities) were as follows:

 

 

Year Ended December 31,

 

(in thousands)

 

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

 

Outside basis difference in partnership

 

$

24,076

 

 

$

27,933

 

Net operating loss carryforwards

 

 

702

 

 

 

566

 

Intangibles

 

 

717

 

 

 

809

 

Total deferred tax assets

 

$

25,495

 

 

$

29,308

 

Valuation allowance

 

 

(702

)

 

 

(566

)

Deferred tax assets, net of allowance

 

$

24,793

 

 

$

28,742

 

As of December 31, 2025, the Company had foreign net operating loss carryforwards of $2.3 million attributable to its Mexican operations, which begin to expire in 2028.

On December 13, 2021, the Company entered into a tax receivable agreement with the then-existing non-controlling interest holders (the “TRA”) that provides payments to be made to non-controlling interest holders of approximately 85% of the amount of any tax benefits realized by the Company as a result of increases in the Company’s share of the tax basis in the net assets of Holdings resulting from any redemptions of member units in exchange for Class A common stock or cash as well as tax basis increases attributable to payments made under the TRA. The Company expects to benefit from the remaining 15% of any tax benefits realized. During the year ended December 31, 2024 the Company executed settlement agreements to resolve legal matters with former shareholders pursuant to which the Company acquired certain membership units. The acquisition of these membership units resulted in a reduction in the deferred tax asset and liability under the TRA of $4.0 million and $17.3 million, respectively, during the year ended December 31, 2024. Additionally, during the year ended December 31, 2024, 1,946,408 units were redeemed which resulted in an increase in the tax basis of the Company’s investment in Holdings and generated additional deferred tax assets of $3.6 million and a liability under the TRA of $2.8 million. During the year ended December 31, 2025, there were no exchanges of units that would have impacted the Company’s tax basis of its investment in Holdings.

The Company evaluates its deferred tax assets each period to determine if a valuation allowance is required based on whether it is more likely than not that some portion of these deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. As part of the Company’s analysis, it considered both positive and negative factors that impact

profitability and whether those factors would lead to a change in the estimate of its deferred tax assets that may be realized in the future. Based on the Company’s analysis, it determined that it is not more likely than not that its net deferred tax assets in its foreign subsidiaries will be realized in the foreseeable future. As a result, the Company recorded a valuation allowance related to foreign deferred tax assets as of December 31, 2025.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations for both federal taxes and the many states in which the Company operates or does business in. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits.

The Company records uncertain tax positions as liabilities in accordance with ASC 740 and adjusts these liabilities when the Company’s judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of uncertainties in the application of complex tax laws and regulations for federal, state, and foreign jurisdictions, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the unrecognized tax benefit liabilities. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon local tax examination including resolutions of any related appeals or litigation on the basis of the technical merits. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2025 and 2024, the Company had not recorded any uncertain tax positions in its financial statements.

The Company files tax returns in the U.S., Mexico and Dominican Republic, which are the Company’s major jurisdictions where it is subject to tax examination by federal, state and local tax authorities, where applicable. The Company is not currently under examination for income taxes, and is not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by local tax authorities to the extent utilized in a future period. The statute of limitations for the Company has expired for tax years prior to December 31, 2022.

Historical Timeline

Fiscal YearFiled
2025Mar 13, 2026Showing above
2024Mar 14, 2025
2023Mar 15, 2024
2022Mar 29, 2023
2021Apr 7, 2022

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.