Note 8. Income Taxes

The Company is a U.S. domiciled corporation for tax purposes. The Company’s income tax expense and balance sheet accounts reflect the results of the Company and its subsidiaries.

The domestic and foreign components of (loss) income before provision for income taxes for the years ended December 31, 2025, 2024, and 2023, respectively, were as follows (in thousands):

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

(Loss) income before provision for income taxes from United States operations

 

$

(83,184

)

 

$

(144,187

)

 

$

25,250

 

Income before provision for income taxes from foreign operations

 

 

45,933

 

 

 

29,572

 

 

 

23,226

 

 (Loss) income before provision for income taxes

 

$

(37,251

)

 

$

(114,615

)

 

$

48,476

 

The domestic and foreign components of the provision for income taxes for the years ended December 31, 2025, 2024, and 2023, respectively, were as follows (in thousands):

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

Current

 

 

 

 

 

 

 

 

 

Federal

 

$

11,491

 

 

$

14,859

 

 

$

18,486

 

State

 

 

5,556

 

 

 

3,350

 

 

 

5,772

 

Foreign

 

 

13,400

 

 

 

7,385

 

 

 

6,480

 

Total Current

 

$

30,447

 

 

$

25,594

 

 

$

30,738

 

Deferred

 

 

 

 

 

 

 

 

 

Federal

 

$

(25,393

)

 

$

(26,129

)

 

$

(16,857

)

State

 

 

(2,314

)

 

 

(2,447

)

 

 

(2,313

)

Foreign

 

 

(5,167

)

 

 

(1,360

)

 

 

(385

)

Total Deferred

 

$

(32,874

)

 

$

(29,936

)

 

$

(19,555

)

Total

 

$

(2,427

)

 

$

(4,342

)

 

$

11,183

 

 

Effective with annual reporting for the year ended December 31, 2025, the Company adopted ASU 2023-09. See Note 2 — Summary of Significant Accounting Policies – Recently Adopted Accounting Pronouncements for additional information on the adoption of ASU 2023-09. A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate pursuant to the disclosure requirements of ASU 2023-09 for the years ended December 31, 2025, 2024, and 2023, respectively, is as follows (in thousands, except percentages):

 

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

U.S. Federal Statutory Tax Rate

 

$

(7,823

)

 

 

21.00

%

 

$

(24,070

)

 

 

21.00

%

 

$

10,180

 

 

 

21.00

%

State and Local Income Taxes, Net of Federal Income Tax Effect(1)

 

 

1,964

 

 

 

(5.27

)%

 

 

(1,328

)

 

 

1.16

%

 

 

1,888

 

 

 

3.89

%

Effect of Changes in Tax Laws or Rates Enacted in the Current Period

 

 

256

 

 

 

(0.69

)%

 

 

1,711

 

 

 

(1.49

)%

 

 

(322

)

 

 

(0.66

)%

Foreign Tax Effects

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

India

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Withholding Tax

 

 

1,402

 

 

 

(3.76

)%

 

 

308

 

 

 

(0.27

)%

 

 

 

 

 

 

Other

 

 

1,021

 

 

 

(2.74

)%

 

 

177

 

 

 

(0.15

)%

 

 

420

 

 

 

0.87

%

Other foreign jurisdictions(2)

 

 

1,087

 

 

 

(2.92

)%

 

 

1,912

 

 

 

(1.67

)%

 

 

959

 

 

 

1.98

%

Effect of Cross-Border Tax Laws

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Global Intangible Low-Taxed Income

 

 

942

 

 

 

(2.53

)%

 

 

145

 

 

 

(0.13

)%

 

 

 

 

 

 

Foreign Derived Intangible Income

 

 

(232

)

 

 

0.62

%

 

 

(79

)

 

 

0.07

%

 

 

(170

)

 

 

(0.35

)%

Tax Credits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US research and development credit

 

 

(1,792

)

 

 

4.81

%

 

 

(1,397

)

 

 

1.22

%

 

 

(1,918

)

 

 

(3.96

)%

Nontaxable or Nondeductible Items

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity compensation

 

 

992

 

 

 

(2.66

)%

 

 

9,986

 

 

 

(8.71

)%

 

 

1,630

 

 

 

3.36

%

Nondeductible compensation

 

 

 

 

 

 

 

 

664

 

 

 

(0.58

)%

 

 

 

 

 

 

Transaction costs

 

 

17

 

 

 

(0.05

)%

 

 

7,176

 

 

 

(6.26

)%

 

 

149

 

 

 

0.31

%

Other Non-Taxable or Non-Deductible Items

 

 

(95

)

 

 

0.26

%

 

 

39

 

 

 

(0.03

)%

 

 

138

 

 

 

0.28

%

Changes in Unrecognized Tax Benefits

 

 

(101

)

 

 

0.27

%

 

 

(312

)

 

 

0.27

%

 

 

40

 

 

 

0.08

%

Adjustments to Prior Period Provision

 

 

(212

)

 

 

0.57

%

 

 

106

 

 

 

(0.09

)%

 

 

(1,807

)

 

 

(3.73

)%

Other Adjustments

 

 

147

 

 

 

(0.39

)%

 

 

620

 

 

 

(0.54

)%

 

 

(4

)

 

 

(0.01

)%

Effective Tax Rate

 

$

(2,427

)

 

 

6.52

%

 

$

(4,342

)

 

 

3.79

%

 

$

11,183

 

 

 

23.07

%

(1)
State income taxes in Arkansas, Pennsylvania, and Tennessee make up the majority (greater than 50%) of the tax effect within this category for the year ended December 31, 2025. State income taxes in California, Georgia, Ohio (RITA), and Pennsylvania make up the majority (greater than 50%) of the tax effect within this category for the year ended December 31, 2024. State income taxes in Illinois, Maryland, and Pennsylvania make up the majority (greater than 50%) of the tax effect within this category for the year ended December 31, 2023.
(2)
Primarily relates to foreign withholding taxes for the year ended December 31, 2025.

The domestic and foreign payments, net of refunds received, related to federal and state income taxes for the years ended December 31, 2025, 2024, and 2023, respectively, were as follows (in thousands) pursuant to the disclosure requirements of ASU 2023-09:

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

Federal

 

$

12,161

 

 

$

11,100

 

 

$

18,500

 

State

 

 

 

 

 

 

 

 

 

Pennsylvania

 

 

2,030

 

 

 

1,761

 

 

 

2,286

 

Other States

 

 

3,500

 

 

 

3,019

 

 

 

3,042

 

Foreign

 

 

 

 

 

 

 

 

 

Australia

 

 

2,288

 

 

 

590

 

 

 

75

 

Canada

 

 

1,896

 

 

 

328

 

 

 

482

 

India

 

 

5,651

 

 

 

3,688

 

 

 

3,626

 

United Kingdom

 

 

891

 

 

 

1,546

 

 

 

1,668

 

Other countries

 

 

2,003

 

 

 

1,356

 

 

 

1,944

 

Total

 

$

30,420

 

 

$

23,388

 

 

$

31,623

 

 

As of December 31, 2025, the Company had approximately $164.2 million of accumulated unremitted earnings generated by its foreign subsidiaries. Under the U.S. Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”), a portion of these earnings was subject to U.S. federal taxation with the one-time transition tax. With the exception of certain unremitted earnings in Canada, China, India, and the United Kingdom, the Company asserted indefinite reinvestment on its unremitted earnings as well as any other additional outside basis differences of its foreign subsidiaries at December 31, 2025. Any future reversals could be subject to additional foreign withholding taxes, U.S. state taxes, and certain tax impacts relating to foreign currency exchange effects on any future repatriations of the unremitted earnings.

The primary components of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2025 and 2024 consist of the following (in thousands):

 

December 31,

 

 

2025

 

 

2024

 

Deferred tax assets

 

 

 

 

 

 

Federal net operating loss carryforwards

 

$

3,163

 

 

$

3,219

 

State net operating loss carryforwards

 

 

7,157

 

 

 

7,952

 

Foreign net operating loss carryforwards

 

 

7,846

 

 

 

7,613

 

Deferred revenues

 

 

452

 

 

 

481

 

Disallowed interest

 

 

36,818

 

 

 

21,815

 

Bad debt reserves

 

 

1,807

 

 

 

476

 

Employee benefits

 

 

8,054

 

 

 

5,565

 

Share-based compensation

 

 

4,013

 

 

 

3,473

 

Accrued expenses and loss reserves

 

 

2,748

 

 

 

2,876

 

Operating lease liability

 

 

2,012

 

 

 

2,693

 

Related-party accrued expenses

 

 

4,509

 

 

 

5,272

 

Other deferred tax assets

 

 

1,662

 

 

 

895

 

Less: Valuation allowances

 

 

(5,883

)

 

 

(5,635

)

Total deferred tax asset

 

$

74,358

 

 

$

56,695

 

Deferred tax liabilities

 

 

 

 

 

 

Customer lists

 

$

(168,833

)

 

$

(191,705

)

Trade names

 

 

(24,498

)

 

 

(28,903

)

Prepaid assets

 

 

(1,865

)

 

 

(3,351

)

Goodwill

 

 

(23,342

)

 

 

(17,615

)

Operating lease asset

 

 

(2,064

)

 

 

(2,823

)

Depreciable and other amortizable assets

 

 

(37,511

)

 

 

(27,104

)

Withholding Tax

 

 

(2,024

)

 

 

(2,178

)

Other deferred liabilities

 

 

(293

)

 

 

(72

)

Total deferred tax liability

 

$

(260,430

)

 

$

(273,751

)

Net deferred tax liability

 

$

(186,072

)

 

$

(217,056

)

As of December 31, 2025 and 2024, the Company believes that federal, state, and foreign net operating loss carryforwards will be available to reduce future taxable income after taking into account various federal and foreign limitations on the utilization of such net operating loss carryforwards. The net operating loss carryforward balances as of December 31, 2025 and 2024, are as follows (in thousands):

 

December 31,

 

 

2025

 

 

2024

 

Federal

 

$

15,061

 

 

$

15,329

 

State

 

 

108,951

 

 

 

91,612

 

Foreign

 

 

32,258

 

 

 

32,296

 

 

$

156,270

 

 

$

139,237

 

 

As of December 31, 2025, the Company had $15.1 million of U.S. federal net operating loss (“NOL”) carryforwards acquired in the Sterling Acquisition. These federal NOLs are subject to annual utilization limitations and will begin to expire in 2026. The Company also had a $7.2 million deferred tax asset related to U.S. state NOL carryforwards. These state NOLs include amounts with various expiration dates beginning in 2026, as well as certain state NOLs that may be carried forward indefinitely. In addition, the Company had a $7.8 million deferred tax asset related to foreign NOL carryforwards. These foreign NOLs include amounts that will begin to expire in 2026, along with other foreign NOLs that do not expire and may be carried forward indefinitely.

After consideration of all of the evidence, the Company has determined that a valuation allowance of approximately $5.9 million and $5.6 million is necessary as of December 31, 2025 and 2024, respectively, for certain federal and foreign net operating loss carryforwards and other foreign deferred tax assets. The increase in the valuation allowance in 2025 is primarily due to the additional valuation allowance in Australia during the year.

The Company is no longer subject to U.S. federal examinations by tax authorities for years before 2012, and state, local, and non-U.S. income tax examinations by tax authorities before 2012.

The aggregate changes in the balance of our gross unrecognized tax benefits, excluding accrued interest, for the years ended December 31, 2025, 2024, and 2023, were as follows (in thousands):

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

2023

 

Balance, beginning of period

 

$

5,662

 

 

$

511

 

 

$

512

 

Adjustments made during purchase accounting window

 

 

(167

)

 

 

 

 

 

 

Increases for tax positions related to prior years

 

 

37

 

 

 

 

 

 

 

Decreases for tax positions related to prior years

 

 

(400

)

 

 

(216

)

 

 

(1

)

Acquired tax positions related to prior years

 

 

 

 

 

5,433

 

 

 

 

Effects of foreign currency

 

 

66

 

 

 

(66

)

 

 

 

Balance, end of period

 

$

5,198

 

 

$

5,662

 

 

$

511

 

An income tax benefit of approximately $5.2 million would be recorded if these unrecognized tax benefits are recognized. The Company recognizes accrued interest related to unrecognized tax benefits and penalties in income tax expense. For the years ended December 31, 2025, 2024, and 2023, the Company accrued $1.5 million, $1.2 million, and $0.5 million, respectively, for interest and penalties related to uncertain tax positions.

On December 15, 2022, member states of the European Union (“EU”) formally adopted the EU Pillar Two Directive, which implements a global minimum effective tax rate of 15% consistent with the Organization for Economic Co-operating and Development (“OECD”) Pillar Two Framework. Various provisions of the directive became effective beginning on January 1, 2024 and January 1, 2025. In addition, several other jurisdictions enacted Pillar Two legislation during 2025, with varying effective dates. As a result of the Sterling acquisition, the Company exceeded the applicable consolidated revenue threshold in 2024 and became subject to Pillar Two rules for the years ended December 31, 2025 and December 31, 2024. In evaluating its exposure under the Income Inclusion Rule (“IIR”), Undertaxed Profit Rule (“UTPR”), and any applicable Qualified Domestic Minimum Top-Up Taxes (“QDMTT”), the Company applied the Transitional Country-by-Country Reporting (“CbCR”) Safe Harbor in accordance with the OECD Administrative Guidance. Based on this assessment, the Company determined that it did not incur any material Pillar Two top-up tax obligations for either of the years ended December 31 2025 and December 31, 2024. The Company will continue to monitor global legislative developments and evaluate the potential impact of Pillar Two on future reporting periods as additional jurisdictions adopt or modify their implementing rules.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law in the United States, introducing substantial changes to the U.S. Corporate tax regime. Key provisions of the OBBBA include the reinstatement of 100% bonus depreciation, the restoration of immediate expensing for domestic research or experimental (“R&E”) expenditures, an elective acceleration of deduction for unamortized domestic R&E expenditures, revised limitations on the deductibility of business interest expense, and modifications to the Global Intangible Low-Tax Income (“GILTI”) and Foreign-Derived Intangible Income (“FDII”) regimes. The OBBBA includes multiple effective dates, with certain provisions effective tax years beginning after December 31, 2024, and others phased in through 2027. In accordance with ASC 740, Income Taxes, the Company reflected the impacts of OBBBA in the interim period that includes the enactment date. The effects of the new legislation, including the remeasurement of applicable deferred tax assets and liabilities, have been incorporated into the Company’s income tax provision for the year ended December 31, 2025. The Company continues to evaluate the broader implications of the OBBBA, including potential impacts on future taxable income, the estimated annual effective tax rate, and potential effects of future regulatory or administrative guidance issued by the Internal Revenue Service or other relevant tax authorities. Additional impacts, if any, will be recognized in subsequent periods as appropriate.

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 27, 2025
2023Feb 29, 2024
2022Feb 28, 2023
2021Mar 23, 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.