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Income Taxes | 12 Months Ended
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Dec. 31, 2024
Income Tax Disclosure [Abstract] |
Income Taxes | Income Taxes The continuing operations income tax (expense) benefit consisted of the following (in thousands):
| Years ended December 31,
| 2024 |  | 2023 |  | 2022
Current: |  |  |  |  |
Federal | $ | (33,333) |  |  | $ | (29,040) |  |  | $ | (42,698) |
State | (8,625) |  |  | (8,179) |  |  | (12,184) |
Foreign | (18,234) |  |  | (16,940) |  |  | (16,066) |
Total current | (60,192) |  |  | (54,159) |  |  | (70,948) |
Deferred: |  |  |  |  |
Federal | 14,684 |  |  | 20,817 |  |  | 12,667 |
State | 2,144 |  |  | 7,177 |  |  | (1,577) |
Foreign | 1,994 |  |  | 2,023 |  |  | 1,901 |
Total deferred | 18,822 |  |  | 30,017 |  |  | 12,991 |
Income tax expense from continuing operations | $ | (41,370) |  |  | $ | (24,142) |  |  | $ | (57,957) |
A reconciliation of the statutory federal income tax rate with the Company’s continuing operations effective income tax rate is as follows:
| Years ended December 31,
| 2024 |  | 2023 |  | 2022
Statutory tax rate | 21.0 | % |  | 21.0 | % |  | 21.0 | %
State income taxes, net | 5.9 |  |  | 6.5 |  |  | 5.0 |
Foreign rate differential | 4.3 |  |  | 3.1 |  |  | 1.0 |
Foreign income inclusion | 3.1 |  |  | 6.0 |  |  | 5.4 |
Foreign tax credit | (3.1) |  |  | (4.7) |  |  | (5.1) |
Reserve for uncertain tax positions | (6.1) |  |  | (5.9) |  |  | (3.2) |
Valuation allowance | 6.3 |  |  | — |  |  | — |
Impact on deferred taxes of enacted tax law and rate changes | — |  |  | 0.6 |  |  | 1.4 |
Tax credits and incentives | (6.5) |  |  | (8.4) |  |  | (5.0) |
Impairment of goodwill | 19.2 |  |  | 16.0 |  |  | — |
Mark-to market on investment in Consensus | — |  |  | — |  |  | 22.1 |
Return to provision adjustments | (2.3) |  |  | (5.1) |  |  | 1.1 |
Executive compensation | 3.2 |  |  | 2.4 |  |  | 1.5 |
Other | (0.6) |  |  | 0.7 |  |  | (1.0) |
Effective tax rates | 44.4 | % |  | 32.2 | % |  | 44.2 | %
The effective tax rate for continuing operation for the year ended December 31, 2024 differs from the federal statutory rate primarily due to the expense recognized for book purposes on the goodwill impairment related to two of the Company’s reporting units that resulted in no corresponding tax benefit and a tax expense recognized due to recording a valuation allowance related to the Company’s U.S. capital loss carryforwards. The detrimental impact to our effective tax rate was partially offset by a tax benefit recognized as a result of a decrease in the reserve for uncertain tax positions that was primarily due to the lapse of the statute of limitations. The effective tax rate for continuing operations for the year ended December 31, 2023 differs from the federal statutory rate primarily due to the expense recognized for book purposes on the goodwill impairment related to one of the Company’s reporting units that resulted in no corresponding tax benefit and had a detrimental impact to the effective tax rate. The detrimental impact to our effective tax rate was partially offset by a tax benefit recognized as a result of a decrease in the reserve for uncertain tax positions that was primarily due to the lapse of the statute of limitations. The effective tax rate for continuing operations for the year ended December 31, 2022 differs from the federal statutory rate primarily due to a book-tax difference related to the loss recognized for accounting purposes related to the Company’s shares held in Consensus stock. The Company recognized a deferred tax liability resulting in tax expense of $13.4 million on the outside basis difference between the book basis exceeding the tax basis of the Investment in Consensus on October 7, 2022 due to future disposals of the shares being subject to tax based on guidance and requirements set out by the Internal Revenue Service. The effective tax rate also differs from the federal statutory tax rate due to income earned in the United States also being subject to income taxes in various state jurisdictions with statutory tax rates that can range from 2.5 percent to 11.5 percent. This increase in the effective income tax rate is offset by a decrease in the net reserve for uncertain tax positions during 2022 and a tax benefit claimed in the United States related to a deduction for foreign-derived intangible income. The decrease in the reserve for uncertain tax positions is primarily due to the lapse of the statute of limitations for U.S. tax reserves. The Organization for Economic Co-operation and Development (“OECD”) established a Pillar Two Framework that was supported by over 130 countries worldwide. On December 15, 2022, the European Union (“EU”) Member States adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15% with effective dates of January 1, 2025 for certain provisions of the directive. A significant number of other countries are also implementing similar legislation. The Company has analyzed the impact of the Pillar Two framework’s corporate minimum income tax rate of 15% and does not expect that it will have a material effect on the Company’s liability for corporate taxes and the Company’s consolidated effective tax rate. Deferred tax assets and liabilities result from differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Temporary differences and carryforwards which give rise to deferred tax assets and liabilities from continuing operations are as follows (in thousands):
| Years ended December 31,
| 2024 |  | 2023
Deferred tax assets: |  |  |
Net operating loss and other carryforwards | $ | 14,923 |  |  | $ | 15,762 |
Tax credit carryforwards | 3,727 |  |  | 4,743 |
Accrued expenses | 12,019 |  |  | 14,629 |
Allowance for bad debt | 2,514 |  |  | 2,003 |
Share-based compensation expense | 8,634 |  |  | 6,097 |
Operating lease liabilities | 5,717 |  |  | 6,320 |
Basis difference in fixed assets | 39,242 |  |  | 22,191 |
Deferred revenue | 3,413 |  |  | 2,420 |
Convertible debt | 2,952 |  |  | — |
State taxes | 2,526 |  |  | 1,974 |
Other | 1,675 |  |  | 2,468 |
| 97,342 |  |  | 78,607 |
Less: valuation allowance | (7,669) |  |  | (1,720) |
Total deferred tax assets | $ | 89,673 |  |  | $ | 76,887 |
Deferred tax liabilities: |  |  |
Operating lease right-of-use assets | (5,040) |  |  | (4,618) |
Basis difference in intangible assets | (103,676) |  |  | (86,712) |
Unrealized gains on investments | (13,364) |  |  | (13,512) |
Prepaid insurance | (2,111) |  |  | (2,835) |
Other | (4,014) |  |  | (5,982) |
Total deferred tax liabilities | (128,205) |  |  | (113,659) |
Net deferred tax liabilities | $ | (38,532) |  |  | $ | (36,772) |
The Company had approximately $89.7 million and $76.9 million in deferred tax assets, net of valuation allowances as of December 31, 2024 and 2023, respectively, related primarily to capital loss carryforwards, net operating loss carryforwards, capitalized research and development expenses, fixed asset basis, and accrued expenses being treated differently between its financial statements and its tax returns. Based on the weight of available evidence, the Company assesses whether it is more likely than not that some portion or all of a deferred tax asset will not be realized. If necessary, the Company records a valuation allowance sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. The deferred tax assets should be realized through future operating results and the reversal of temporary differences. The Company had a valuation allowance on deferred tax assets from continuing operations of $7.7 million and $1.7 million as of December 31, 2024 and 2023, respectively. The rollforward of the valuation allowance on the deferred tax assets from continuing operations is as follows (in thousands):
| Years ended December 31,
| 2024 |  | 2023 |  | 2022
Beginning balance | $ | 1,720 |  |  | $ | 1,699 |  |  | $ | 1,812 |
Charges to costs and expenses | 5,949 |  |  | 21 |  |  | — |
Write-offs and recoveries | — |  |  | — |  |  | (113) |
Ending balance | $ | 7,669 |  |  | $ | 1,720 |  |  | $ | 1,699 |
As of December 31, 2024, the Company had federal net operating loss carryforwards (“NOLs”) of $3.2 million, after considering substantial restrictions on the utilization of these NOLs due to “ownership changes”, as defined in the Internal Revenue Code of 1986, as amended. The Company estimates that all of the above-mentioned federal NOLs will be available for use before their expiration. Approximately $3.2 million of the NOLs expire through 2031 depending on the year the loss was incurred. As of December 31, 2024, the Company’s deferred tax assets included federal capital loss limitation carryforwards of $23.4 million that begin to expire in 2026 through 2029. During 2024, the Company recognized a valuation allowance on the entire federal capital loss limitation carryforward. In addition, as of December 31, 2024, the Company had available state research and development tax credit carryforwards of $4.1 million, which last indefinitely. The Company had no foreign tax credit carryforwards as of December 31, 2024. The Company has not provided for deferred taxes on approximately $178.5 million of undistributed earnings from foreign subsidiaries as of December 31, 2024 or with respect to items such as foreign withholding taxes, state income tax or foreign exchange gain or loss that would be due when cash is actually repatriated to the U.S. because those foreign earnings are considered permanently reinvested in the business or may be remitted substantially free of any additional taxes. In addition, because of the various avenues in which to repatriate the earnings, it is not practicable to determine the amount of the unrecognized deferred tax liability related to the undistributed earnings if eventually remitted. Certain taxes are prepaid during the year and, where appropriate, included within ‘Prepaid expenses and other current assets’ on the Consolidated Balance Sheets. The Company’s prepaid taxes were $6.4 million and $4.7 million at December 31, 2024 and 2023, respectively. Income from continuing operations before income taxes included income from domestic operations of $25.1 million, $25.8 million, and $71.8 million for the years ended December 31, 2024, 2023, and 2022, respectively, and income from foreign operations of $68.1 million, $49.2 million, and $59.4 million for the years ended December 31, 2024, 2023, and 2022, respectively. Uncertain Income Tax Positions Tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as non-current liabilities in the Consolidated Balance Sheets. As of December 31, 2024, the total amount of unrecognized tax benefits for continuing operations was $22.6 million, of which $21.2 million, if recognized, would affect the Company’s effective tax rate. As of December 31, 2023, the total amount of unrecognized tax benefits for continuing operations was $29.2 million, of which $27.4 million, if recognized, would affect the Company’s effective tax rate. As of December 31, 2022, the total amount of unrecognized tax benefits for continuing operations was $34.2 million, of which $32.7 million, if recognized, would affect the Company’s effective tax rate. The aggregate changes in the balance of unrecognized tax benefits, which excludes interest and penalties, for the years ended December 31, 2024, 2023, and 2022, is as follows (in thousands):
| Years ended December 31,
| 2024 |  | 2023 |  | 2022
Beginning balance | $ | 29,158 |  |  | $ | 34,208 |  |  | $ | 39,527 |
Increases related to tax positions during a prior year | 275 |  |  | 218 |  |  | — |
Decreases related to tax positions taken during a prior year | (540) |  |  | (1,023) |  |  | (2,816) |
Increases related to tax positions taken in the current year | 635 |  |  | 744 |  |  | 819 |
Decreases related to expiration of statute of limitations | (6,911) |  |  | (4,989) |  |  | (3,322) |
Ending balance | $ | 22,617 |  |  | $ | 29,158 |  |  | $ | 34,208 |
The Company includes interest and penalties related to unrecognized tax benefits within ‘Income tax expense’ on the Consolidated Statements of Operations. As of December 31, 2024, 2023, and 2022, the total amount of interest and penalties accrued was $7.4 million, $7.1 million, and $6.3 million, respectively, which is classified as a liability for uncertain tax positions on the Consolidated Balance Sheets. In connection with the liability for unrecognized tax benefits, the Company recognized interest and penalty expense during the years ended December 31, 2024, 2023, and 2022 of $0.3 million, $0.7 million, and $0.7 million, respectively. Uncertain income tax positions are reasonably possible to significantly change during the next 12 months as a result of completion of income tax audits and expiration of statutes of limitations. At this point it is not possible to provide an estimate of the amount, if any, of significant changes in reserves for uncertain income tax positions as a result of the completion of income tax audits that are reasonably possible to occur in the next 12 months. In addition, the Company cannot currently estimate the amount of, if any, uncertain income tax positions which will be released in the next 12 months as a result of expiration of statutes of limitations due to ongoing audits. As a result of ongoing federal, state and foreign income tax audits (discussed below), it is reasonably possible that the Company’s entire reserve for uncertain income tax positions for the periods under audit will be released. It is also reasonably possible that the Company’s reserves will be inadequate to cover the entire amount of any such income tax liability. We conduct business on a global basis and as a result, one or more of our subsidiaries file income tax returns in the U.S. federal and in multiple state, local, and foreign tax jurisdictions. Our U.S. federal income tax returns for years 2012 through 2016 are under various stages of audit by the IRS. We are also under audit for various U.S. state and local tax purposes. With limited exception, our significant foreign tax jurisdictions are no longer subject to an income tax audit by the various tax authorities for tax years prior to 2021. It is reasonably possible that these audits may conclude in the next twelve months and that the uncertain tax positions the Company has recorded in relation to these tax years may change compared to the liabilities recorded for these periods. If the recorded uncertain tax positions were inadequate to cover the associated tax liabilities, the Company would be required to record additional tax expense in the relevant period, which could be material. If the recorded uncertain tax positions were adequate to cover the associated tax liabilities, the Company would be required to record any excess as reduction in tax expense in the relevant period, which could be material. However, it is not currently possible to estimate the amount, if any, of such change.

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