Note 15. Income Taxes

The Company’s (loss) income before income taxes expense (benefit) from its United States and foreign operations are as follows:


	Year Ended December 31,
(in millions)	2024			2023			2022
United States	$	9.2		$	(3.0	)	$	158.2
Foreign		(1.7	)		0.1			(0.2	)
Total	$	7.5		$	(2.9	)	$	158.0

The Company’s current and deferred income tax provision (benefit) were as follows:


	Year Ended December 31,
(in millions)	2024		2023			2022
Current
Federal	$	3.3	$	2.4		$	20.8
State and local		0.1		1.6			6.1
Foreign		0.1		—			—
		3.5		4.0			26.9
Deferred
Federal		0.8		1.8			0.2
State and local		0.9		(0.5	)		0.2
Foreign		0.1		—			(0.1	)
		1.8		1.3			0.3
Total provision for income taxes	$	5.3	$	5.3		$	27.2

The differences between income taxes expected at U.S. statutory income tax rates and the income tax provision (benefit) are set forth below:


	Year Ended December 31,
(in millions)	2024			2023			2022
Income (loss) before income taxes	$	7.5		$	(2.9	)	$	158.0
U.S. statutory tax rate		21.0	%		21.0	%		21.0	%
Taxes at the U.S. statutory rate		1.6			(0.6	)		33.2
Tax effected differences
State and local taxes, net of federal benefit		0.5			0.8			7.3
Share-based payments		4.6			0.3			0.6
Nondeductible goodwill impairment		—			—			1.1
Change in valuation allowance		(2.4	)		3.7			(16.5	)
Return to provision adjustments		0.9			0.3			0.1
Change in tax rates		(0.6	)		0.5			0.3
Nondeductible expenses		0.7			0.4			1.1
Other, net		—			(0.1	)		—
Total provision for income taxes	$	5.3		$	5.3		$	27.2

The fluctuations of the Company’s income tax benefits and effective tax rates between the years ended December 31, 2024, 2023 and 2022, are primarily attributable to certain nondeductible expenses recorded by the Company (e.g., portion of the goodwill impairment charges that is nondeductible for tax purposes recorded during the year ended December 31, 2022). Additionally, changes in the relative mix of the Company’s operations in and among various U.S. state and local jurisdictions impact the Company’s state and local income tax benefit. Due to a lack of available sources of future taxable income, the Company recorded a full valuation allowance against its net balance of deferred tax assets.

The income tax effects of temporary differences between the book value and tax basis of assets and liabilities are as follows:


	December 31,
(in millions)	2024			2023
Deferred tax assets
Net operating loss carryforwards	$	0.6		$	1.0
Deferred compensation		0.3			0.6
Stock-based compensation		5.7			9.6
Fixed asset depreciation		1.5			0.2
Lease liabilities		2.4			3.2
Accrued expenses		0.2			0.2
Goodwill and intangible assets		—			8.6
Section 163(j) interest carryover		14.9			6.7
Other assets		0.9			0.6
Total deferred tax assets		26.5			30.7

Deferred tax liabilities
Right-of-use lease assets		(1.6	)		(2.1	)
Goodwill and intangible assets		(0.5	)		—
Total deferred tax liabilities		(2.1	)		(2.1	)

Valuation allowance		(29.3	)		(31.7	)
Deferred tax liabilities, net	$	(4.9	)	$	(3.1	)

In assessing the realization of the deferred tax assets, the Company considers whether it is more likely than not that some portion of the deferred tax assets will not be realized. Given the Company’s current earnings and anticipated future earnings, management believes that there is a realistic possibility that within the next twelve months, sufficient positive evidence may become available to allow management to reach a conclusion that a significant portion of the Company’s valuation allowance will no longer be needed. However, the Company’s judgment regarding anticipated future earnings and the exact timing and amount of any valuation allowance release are subject to change due to many factors, including future market conditions and the ability to successfully execute its business plans. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease in the provision for income taxes for the period the release is recorded. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Due to lack of available sources of taxable income, the Company recorded a full valuation allowance against its net deferred tax assets as sufficient uncertainty exists regarding the future realization of these assets. As of December 31, 2024 and 2023, the Company recorded a valuation allowance of $29.3 million and $31.7 million, respectively. The decrease in the valuation allowance was due to book-to-tax differences related to goodwill and intangible assets and stock-based compensation, which were offset by Section 163(j) interest carryover.

As of December 31, 2024 and 2023, the Company had zero U.S. federal net operating loss carryforwards. As of December 31, 2024 and 2023, the Company had U.S. state net operating loss carryforwards of $6.3 million and $16.0 million, respectively. The U.S. state net operating loss carryforward begins to expire in 2026. The Company does not have any income tax credit carryforwards.

The following table summarizes the changes to the gross unrecognized tax benefits for the years ended December 31, 2024, 2023 and 2022:


	December 31,
(in millions)	2024		2023		2022
Gross unrecognized tax benefits, beginning of period	$	—	$	—	$	—
Decreases related to prior year tax positions		—		—		—
Increases related to current year tax positions		1.5		—		—
Gross unrecognized tax benefits, end of period	$	1.5	$	—	$	—

For the years ended December 31, 2024, 2023 and 2022, interest and penalties were not significant. The Company records interest and penalties on unrecognized tax benefits within the provision for income taxes in the consolidated statements of (loss) income and comprehensive (loss) income.

As of December 31, 2024, the Company has $1.5 million of unrecognized tax benefits, which is included within other noncurrent liabilities in the consolidated balance sheets. The $1.5 million of unrecognized tax benefits as of December 31, 2024 would impact the effective income tax rate if recognized. The Company does not expect unrecognized tax benefits to change significantly over the next 12 months.

The Company is subject to U.S. federal income tax and various state and local taxes in numerous jurisdictions. The Company’s federal tax returns for 2021 through 2024 years remain open for examination by the IRS. In most cases, the Company’s state tax returns for 2021 through 2024 remain open and are subject to income tax examinations by state taxing authorities.

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.

Emerald Holding, Inc. Income Taxes Disclosure

About Income Taxes Disclosures

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