Quarterly report pursuant to Section 13 or 15(d)

Income Taxes

v3.24.1.u1
Income Taxes
3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes
16.
Income Taxes

The Company is taxed as a corporation for income tax purposes and is subject to federal, state, and local taxes with respect to its allocable share of any net taxable income from the LLC. The LLC is a limited liability company taxed as a partnership for income tax purposes, and its taxable income or loss is passed through to its members, including the Company. The LLC is subject to income taxes

on its taxable income in certain foreign countries, in certain state and local jurisdictions that impose income taxes on partnerships, and on the taxable income of its U.S. corporate subsidiaries.

Effective Tax Rate

The Company’s effective tax rate from continuing operations was 13.70% and 14.70% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rates for the three months ended March 31, 2024 and 2023 were different than the 21% statutory rate primarily as a result of the income attributable to the non-controlling interests.

The Company does not believe it has any significant uncertain tax positions and therefore has no unrecognized tax benefits as of March 31, 2024, that, if recognized, would affect the annual effective tax rate. The Company does not anticipate material changes in unrecognized tax benefits within the next twelve-month period.

 

Deferred Taxes

The Company reported Deferred tax assets, net of deferred tax liabilities where appropriate, of $382.6 million and $383.8 million as of March 31, 2024 and December 31, 2023, respectively, on the Consolidated Balance Sheets. As of March 31, 2024, the Company concluded that, based on the weight of all available positive and negative evidence, the Deferred tax assets with respect to the Company’s basis difference in its investment in the LLC are more likely than not to be realized. As such, no valuation allowance has been recognized against that basis difference.

Tax Receivable Agreement (TRA)

The Company is party to a TRA with current and certain former LLC Unitholders. The TRA provides for the payment by the Company to the current and certain former LLC Unitholders of 85% of the net cash savings, if any, in U.S. federal, state, and local income taxes that the Company realizes (or is deemed to realize in certain circumstances) as a result of (i) certain increases in the tax basis of the assets of the LLC resulting from purchases or exchanges of LLC Common Units (“Exchange Tax Attributes”), (ii) certain tax attributes of the LLC that existed prior to the IPO (“Pre-IPO M&A Tax Attributes”), (iii) certain favorable “remedial” partnership tax allocations to which the Company becomes entitled (if any), and (iv) certain other tax benefits related to the Company entering into the TRA, including certain tax benefits attributable to payments that the Company makes under the TRA (“TRA Payment Tax Attributes”). The Company recognizes a liability on the Consolidated Balance Sheets based on the undiscounted estimated future payments under the TRA. The amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future.

Based on current projections, the Company anticipates having sufficient taxable income to be able to realize the benefits and has recorded Tax Receivable Agreement liabilities of $361.0 million related to these benefits on the Consolidated Balance Sheets as of March 31, 2024. The following summarizes activity related to the Tax Receivable Agreement liabilities:

 

 

Exchange Tax Attributes

 

Pre-IPO M&A Tax Attributes

 

TRA Payment Tax Attributes

 

TRA Liabilities

 

Balance at December 31, 2023

 

$

194,668

 

$

85,814

 

$

78,416

 

$

358,898

 

Exchange of LLC Common Units

 

 

1,502

 

 

147

 

 

470

 

 

2,119

 

Balance at March 31, 2024

 

$

196,170

 

$

85,961

 

$

78,886

 

$

361,017

 

 

During the three months ended March 31, 2024 and 2023, the TRA liabilities increased $2.1 million and $8.3 million, respectively, due to exchanges of LLC Common Units for Class A common stock, which was recognized in Additional paid-in capital on the Consolidated Statements of Stockholders’ Equity.

 

Other Comprehensive Income (Loss)

The following table summarizes the tax effects on the components of Other comprehensive income (loss):

 

 

Three Months Ended March 31,

 

 

2024

 

2023

 

(Gain) loss on interest rate cap

$

(1,488

)

$

279

 

Gain on interest rate cap reclassified to earnings

 

809

 

 

493

 

Foreign currency translation adjustments

 

145

 

 

(98

)

Change in share of equity method investment in related party

 

(533

)

 

(73

)