Karman Holdings Inc. Income Taxes Disclosure
Income Before Taxes
The following are the pre-tax book income for the years ended December 31, 2025, 2024 and 2023:
|
Years Ended December 31, |
|
|||||||||
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
(in thousands) |
|
|||||||||
Pre-tax book income: |
|
|
|
|
|
|
|
|
|||
Domestic |
$ |
32,522 |
|
|
$ |
14,329 |
|
|
$ |
1,190 |
|
Foreign |
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
$ |
32,522 |
|
|
$ |
14,329 |
|
|
$ |
1,190 |
|
Income Tax Expense (Benefit)
The provision for (benefit from) income taxes for the years ended December 31, 2025, 2024 and 2023 consists of the following:
|
Years Ended December 31, |
|
|||||||||
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
(in thousands) |
|
|||||||||
Current income taxes: |
|
|
|
|
|
|
|
|
|||
Federal |
$ |
673 |
|
|
$ |
10,977 |
|
|
$ |
7,752 |
|
State |
|
3,967 |
|
|
|
2,161 |
|
|
|
(214 |
) |
Foreign |
|
— |
|
|
|
— |
|
|
|
— |
|
Total current |
$ |
4,640 |
|
|
$ |
13,138 |
|
|
$ |
7,538 |
|
Deferred income taxes: |
|
|
|
|
|
|
|
|
|||
Federal |
|
9,707 |
|
|
|
(10,087 |
) |
|
|
(9,724 |
) |
State |
|
809 |
|
|
|
(1,423 |
) |
|
|
(983 |
) |
Foreign |
|
— |
|
|
|
— |
|
|
|
— |
|
Total deferred |
$ |
10,516 |
|
|
$ |
(11,510 |
) |
|
$ |
(10,707 |
) |
Provision for (benefit from) income taxes |
$ |
15,156 |
|
|
$ |
1,628 |
|
|
$ |
(3,169 |
) |
Effective Tax Rate
A reconciliation of the Company’s effective tax rate and federal statutory tax rate after the adoption of ASU 2023-09 is summarized as follows. See Note 2. Summary Significant Accounting Policies - Recently Issued Accounting Pronouncements Adopted for additional details on the adoption of ASU 2023-09.
|
Year Ended December 31, 2025 |
|
|||||
|
(in thousands, except percent) |
|
|||||
Income taxes (benefit) at statutory federal rate |
$ |
6,830 |
|
|
|
21.0 |
% |
State and local taxes, net of federal income tax effect1 |
|
2,983 |
|
|
|
9.2 |
% |
Tax credits |
|
|
|
|
|
||
R&D credit |
|
(792 |
) |
|
|
(2.4 |
%) |
Changes in valuation allowance |
|
— |
|
|
|
0.0 |
% |
Nontaxable or nondeductible items |
|
|
|
|
|
||
Other |
|
279 |
|
|
|
0.9 |
% |
Section 162(m) officer's compensation |
|
1,052 |
|
|
|
3.2 |
% |
Transaction costs |
|
793 |
|
|
|
2.4 |
% |
Penalties and Interest |
|
1,464 |
|
|
|
4.5 |
% |
Changes in unrecognized tax benefits |
|
809 |
|
|
|
2.5 |
% |
Other |
|
|
|
|
|
||
Change in the tax status of an entity |
|
1,401 |
|
|
|
4.3 |
% |
Other |
|
337 |
|
|
|
1.0 |
% |
Total effective rate |
$ |
15,156 |
|
|
|
46.5 |
% |
The amounts of cash taxes paid by the Company for the year ended December 31, 2025 are as follows:
|
Year Ended December 31, |
|
|
|
2025 |
|
|
|
(in thousands) |
|
|
Federal income taxes paid, net of refunds received |
$ |
15,954 |
|
State income taxes paid, net of refunds received |
|
|
|
California |
|
900 |
|
Other |
|
66 |
|
Foreign income taxes paid, net of refunds received |
|
— |
|
Total income taxes paid, net of refunds received |
$ |
16,920 |
|
A reconciliation of the Company’s effective tax rate and federal statutory tax rate as previously disclosed for the year ended December 31, 2024 and 2023 is summarized as follows:
|
Years Ended December 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
|
(in thousands, except percent) |
|
|||||
Federal income taxes |
|
21.0 |
% |
|
|
21.0 |
% |
State income taxes, net of federal benefit |
|
0.7 |
% |
|
|
(3.0 |
%) |
Rate differential |
|
(3.4 |
%) |
|
|
(2.3 |
%) |
Permanent and other differences |
|
1.0 |
% |
|
|
9.0 |
% |
Profits Interest |
|
1.3 |
% |
|
|
20.1 |
% |
Research and development tax credits |
|
(5.5 |
%) |
|
|
(79.2 |
%) |
Uncertain tax positions |
|
9.8 |
% |
|
|
11.2 |
% |
Income from passthrough entities |
|
(15.9 |
%) |
|
|
(87.9 |
%) |
Return to provision2 |
|
(1.8 |
%) |
|
|
(155.0 |
%) |
Interest and penalties |
|
4.3 |
% |
|
|
0.0 |
% |
Other |
|
0.0 |
% |
|
|
0.0 |
% |
Effective Tax Rate |
|
11.5 |
% |
|
|
(266.1 |
%) |
Deferred Taxes
Deferred tax assets and liabilities reflect the net tax effects of tax credit carryforwards and temporary differences between the carrying amount of assets and liabilities for financial reporting and the amounts used for tax purposes. Significant components of the Company’s deferred tax assets and liabilities are summarized as follows:
|
Years Ended December 31, |
|
|||||
|
2025 |
|
|
2024 |
|
||
|
(in thousands) |
|
|||||
Deferred tax assets: |
|
|
|
|
|
||
Accrued Compensation |
$ |
694 |
|
|
$ |
673 |
|
State income tax |
|
1,136 |
|
|
|
475 |
|
Interest expense limitation |
|
13,208 |
|
|
|
13,441 |
|
Capitalized Research |
|
100 |
|
|
|
8,209 |
|
Lease Liability |
|
22,673 |
|
|
|
20,703 |
|
Other |
|
759 |
|
|
|
648 |
|
Total deferred tax assets |
$ |
38,570 |
|
|
$ |
44,149 |
|
Less: Valuation allowance |
|
— |
|
|
|
— |
|
Total deferred tax assets, net of valuation allowance |
$ |
38,570 |
|
|
$ |
44,149 |
|
|
|
|
|
|
|
||
Deferred tax liabilities |
|
|
|
|
|
||
ROU Asset |
$ |
(18,571 |
) |
|
$ |
(17,647 |
) |
Percentage of Completion Contracts |
|
(915 |
) |
|
|
(148 |
) |
Fixed Assets |
|
(14,540 |
) |
|
|
(8,343 |
) |
Intangibles |
|
(52,375 |
) |
|
|
(43,381 |
) |
Total deferred tax liabilities |
$ |
(86,401 |
) |
|
$ |
(69,519 |
) |
Net deferred tax liabilities |
$ |
(47,831 |
) |
|
$ |
(25,370 |
) |
Our deferred tax liabilities increased by $22.5 million of which $11.9 million was recorded to goodwill as a result of our acquisitions (See Note 4, Business Combinations).
The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Because of the Company’s history of net taxable income, the Company believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently likely to be realized and, accordingly, has not provided a valuation allowance on its deferred tax assets.
Utilization of the interest expense carryforwards may be subject to annual limitations due to ownership changes that have occurred or that could occur in the future, as required by Sections 382 of the Internal Revenue Code of 1986, as amended (the "Code"), as well as similar state provisions. These ownership changes may limit the amount of interest expense that can be utilized annually to offset future taxable income. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of outstanding stock of a company by certain stockholders.
Tax Carryforwards
Tax credit carryforwards as of December 31, 2025 are as follows:
|
Amount |
|
|
Expiration Years |
|
|
(in thousands) |
|
|
|
|
Research and development tax credits, federal |
|
176 |
|
|
2045 |
Research and development tax credits, state |
|
8 |
|
|
Indefinite |
Uncertain Tax Provisions
A reconciliation of the beginning and ending balance of total gross unrecognized tax benefits is as follows:
|
Years Ended December 31, |
|
|||||||||
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
(in thousands) |
|
|||||||||
Beginning balance of unrecognized tax benefits |
$ |
2,015 |
|
|
$ |
579 |
|
|
$ |
466 |
|
Gross increases (decreases) based on tax positions related to current year |
|
1,845 |
|
|
|
801 |
|
|
|
283 |
|
Gross increases (decreases) based on tax positions related to prior years |
|
157 |
|
|
|
635 |
|
|
|
(170 |
) |
Expiration of statute of limitations |
|
(60 |
) |
|
|
— |
|
|
|
— |
|
Ending balance of unrecognized tax benefits |
$ |
3,957 |
|
|
$ |
2,015 |
|
|
$ |
579 |
|
Included in the balance of unrecognized tax benefits as of December 31, 2025, 2024 and 2023 are $3.5 million, $1.7 million and $0.6 million respectively, of unrecognized tax benefits that would affect the ETR.
The Company recognized interest expense related to uncertain tax positions as tax expense of $0.4 million and $0.3 million for the years ended December 31, 2025 and 2024 respectively. The total accrued interest liability was $0.7 million and $0.4 million for the years ended December 31, 2025 and 2024 respectively. Interest expense related to uncertain tax positions and accrued interest liability for the year ended December 31, 2023 was immaterial.
The Company files income tax returns in the United States, California, Alabama, and Texas. The Company is subject to income tax examination by federal and state tax authorities for years beginning in 2022 and 2021, respectively.
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.