XML 37 R21.htm IDEA: XBRL DOCUMENT v3.25.3
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Sep. 30, 2025
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Tax Receivable Agreement
The Company is obligated to make payments under the tax receivable agreement to the TRA Holders. Although the actual timing and amount of any payments that may be made under the agreement will vary, the Company expects the cash obligation required will be significant. Any payments made under the tax receivable
agreement will generally reduce the amount of overall cash flows that might have otherwise been available to the Company. To the extent that the Company is unable to make payments under the tax receivable agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by the Company. The tax receivable agreement liability includes amounts to be paid assuming the Company will have sufficient taxable income over the term of the tax receivable agreement to utilize the related tax benefits. In determining the estimated timing of payments, the current year’s taxable income was used to extrapolate an estimate of future taxable income.

The Company made a $4,735 payment related to the tax receivable agreement liability during the three and nine months ended September 30, 2025. Pursuant to the Holdings agreement, the Company makes pro rata tax distributions to the holders of interests in Holdings (i.e. non-controlling interest) in an amount sufficient to fund all or part of their tax obligations with respect to the taxable income of Holdings that is allocated to them. As a result of the Tungsten Transactions, the Company became the sole member of Holdings, eliminating the requirement for further tax distributions to members other than the Company. For the three months ended September 30, 2024, Holdings distributed a total of $13,699 of tax distributions to its members, of which $5,003 was paid to the Company, resulting in a net tax distribution to all other members of $8,696. For the nine months ended September 30, 2024, Holdings distributed a total of $50,082 of tax distributions to its members, of which $15,219 was paid to the Company, resulting in a net tax distribution to all other members of $34,863.

In connection with the special distribution, $15,573 was disbursed to Class B unitholders of Holdings on June 11, 2024.

As of September 30, 2025, the Company had the following obligations expected to be paid pursuant to the tax receivable agreement:

2025 (excluding the nine months ended September 30, 2025)
$821 
202615,282 
202715,469 
202815,728 
202916,002 
Later years205,918 
Total Payments$269,220 
In addition to the above, the Company's tax receivable agreement liability and future payments thereunder are expected to increase as the Company realizes (or are deemed to realize) an increase in the tax basis of Holdings’ assets resulting from any future purchases, redemptions or exchanges of Holdings' interests by holders. The Company currently expects to fund these future tax receivable agreement liability payments from some of the realized cash tax savings as a result of this increase in tax basis.

Litigation

The Company may be, from time to time, party to various disputes and claims arising from normal business activities. The Company accrues for amounts related to legal matters if it is probable that a liability has been incurred and the amount is reasonably estimable. Litigation costs are expensed as incurred.