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Income Taxes | 12 Months Ended
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Dec. 31, 2024
Income Tax Disclosure [Abstract] |
Income Taxes | Income Taxes Our loss from continuing operations before income taxes (in thousands) was as follows:
| For the Year Ended December 31,
| 2024 |  | 2023 |  | 2022 |  |
Domestic | $ | (68,401) |  |  | $ | (206,344) |  |  | $ | (66,055) |  |  |
Foreign | 5,365 |  |  | 3,939 |  |  | 3,978 |  |  |
Loss from continuing operations before income taxes | $ | (63,036) |  |  | $ | (202,405) |  |  | $ | (62,077) |  |  |
Components of income tax expense (benefit) (in thousands) consist of the following:
| For the Year Ended December 31,
| 2024 |  | 2023 |  | 2022
Current |  |  |  |  |
Federal | $ | — |  |  | $ | — |  |  | $ | (875) |
State and local | 125 |  |  | 2,855 |  |  | 1,788 |
Foreign | 1,451 |  |  | 1,034 |  |  | 1,318 |
Total current tax expense | 1,576 |  |  | 3,889 |  |  | 2,231 |
Deferred |  |  |  |  |
Federal | (12,259) |  |  | (42,156) |  |  | 5,055 |
State and local | (6,521) |  |  | (12,822) |  |  | (2,790) |
Foreign | (49) |  |  | 510 |  |  | 92 |
Total deferred tax expense (benefit) | (18,829) |  |  | (54,468) |  |  | 2,357 |
Change in valuation allowance | 15,840 |  |  | (38,786) |  |  | (47,964) |
Total tax expense (benefit) | $ | (1,413) |  |  | $ | (89,365) |  |  | $ | (43,376) |
A reconciliation of the U.S. statutory tax rate to our effective tax rate is presented below:
| For the Year Ended December 31,
| 2024 |  | 2023 |  | 2022
U.S. statutory tax rate | 21.0 | % |  | 21.0 | % |  | 21.0 | %
U.S. state income taxes, net of U.S. federal tax benefit | 3.6 | % |  | 3.0 | % |  | (0.6) | %
Foreign earnings at other than U.S. rates | (0.3) | % |  | (0.3) | % |  | (0.8) | %
Change in valuation allowance | (25.1) | % |  | 19.2 | % |  | 77.3 | %
Contingent consideration adjustments | (2.9) | % |  | (1.2) | % |  | (0.1) | %
Non-deductible excess compensation | (8.1) | % |  | (6.8) | % |  | (27.8) | %
Excess tax benefits on stock-based compensation | 4.8 | % |  | 7.1 | % |  | 12.2 | %
Convertible debt extinguishment | — | % |  | — | % |  | (3.4) | %
Change in uncertain tax positions | 0.3 | % |  | (0.5) | % |  | (1.1) | %
Nondeductible transaction costs | (0.1) | % |  | (0.2) | % |  | (1.7) | %
Change in state rate | 6.1 | % |  | 2.2 | % |  | 5.2 | %
Return to provision and other deferred adjustments | 1.7 | % |  | (0.1) | % |  | (1.1) | %
Tax receivable agreement | 0.3 | % |  | (0.9) | % |  | (9.1) | %
Research and development tax credit - federal | 1.2 | % |  | 1.7 | % |  | — | %
Other, net | (0.3) | % |  | — | % |  | (0.1) | %
Effective tax rate | 2.2 | % |  | 44.2 | % |  | 69.9 | %
Deferred tax balances reflect the impact of temporary differences between the carrying amount of assets and liabilities and their tax basis and are stated at the tax rates expected to be in effect when the temporary differences are expected to be recovered or settled. Significant components of the Company’s deferred tax assets and liabilities (in thousands) were as follows:
| As of December 31,
| 2024 |  | 2023
Deferred Tax Assets |  |  |
Start-up and organizational costs | $ | 38 |  |  | $ | 59 |
Goodwill | 7,786 |  |  | 17,501 |
Operating lease liabilities | 12,036 |  |  | 10,015 |
Accrued expenses | 5,682 |  |  | 11,530 |
Stock based compensation | 4,640 |  |  | 3,283 |
Net operating loss carryforwards | 125,248 |  |  | 123,147 |
Federal and state research tax credits | 5,014 |  |  | 4,467 |
Fixed assets | 363 |  |  | 666 |
Interest deduction limitation | 23,851 |  |  | 20,460 |
Outside basis differences | 982 |  |  | 70 |
Other | 7,890 |  |  | 7,417 |
Subtotal | 193,530 |  |  | 198,615 |
Valuation allowance | (47,844) |  |  | (32,004) |
Total deferred tax assets | 145,686 |  |  | 166,611 |
Deferred Tax Liabilities |  |  |
Internally developed software costs | 2,384 |  |  | 5,697 |
Intangible assets | 146,234 |  |  | 165,742 |
Right-of-use assets - Operating | 670 |  |  | 1,884 |
Contract fulfillment costs | 3,345 |  |  | 3,030 |
Other | 2,453 |  |  | 2,606 |
Total deferred tax liabilities | 155,086 |  |  | 178,959 |
Net deferred tax liabilities (1) | $ | (9,400) |  |  | $ | (12,348) |
———————— (1)Amount is net of $1.5 million and $1.0 million of deferred tax assets included in prepaid expenses and other noncurrent assets on the consolidated balance sheets as of December 31, 2024 and 2023, respectively. Changes in our valuation allowance (in thousands) were as follows:
| For the Year Ended December 31,
| 2024 |  | 2023
Balance at beginning-of-year | $ | 32,004 |  |  | $ | 70,790 |
Credited to costs and expenses | 15,840 |  |  | (38,786) |
Balance at end-of-year | $ | 47,844 |  |  | $ | 32,004 |
For the year ended December 31, 2024, the effective tax rate was 2.2% and the corresponding tax benefit recorded was $1.4 million. The Company and its U.S. subsidiaries continue to record a valuation allowance against its net deferred tax assets, with the exception of indefinite lived components. The income tax benefit recorded during the year ended December 31, 2024, primarily relates to the tax effect of net losses, offset by the increase in valuation allowance and state and foreign taxes. For the year ended December 31, 2023, the effective tax rate was 44.2% and the corresponding tax benefit recorded was $89.4 million. The Company and its U.S. subsidiaries continue to record a valuation allowance against its net deferred tax assets, with the exception of indefinite lived components. The income tax benefit recorded during the year ended December 31, 2023, primarily related to the deferred tax liabilities established as part of the NIA acquisition accounting, partially offset by state and foreign taxes. For the year ended December 31, 2022, the effective tax rate was 69.9% and the corresponding tax benefit recorded was $43.4 million. The income tax benefit recorded by the company in 2022 primarily related to the deferred tax liabilities established as part of the IPG acquisition accounting, partially offset by state and foreign taxes. As of December 31, 2024, the Company had $153.2 million of federal and $238.3 million of state NOL carryforwards available to offset future taxable income that begin to expire in 2034 and 2025, respectively, and $291.6 million of federal and $366.1 million of state NOLs with an indefinite carryforward period, subject to a utilization limit of 80% of taxable income in any given year. We have established a valuation allowance against those NOLs that cannot be offset with future deferred tax liabilities. Furthermore, Internal Revenue Code Section 382 imposes limitations on the utilization of NOLs in the event of certain changes in ownership of the Company, which may have occurred or could occur in the future. This could result in an annual limit on the Company’s ability to utilize NOLs and could cause federal and state income taxes to be due sooner than if no such limitations applied. As of December 31, 2024, the Company had $6.5 million and $0.3 million of research and development credits for federal and state income tax purposes, respectively, which expire beginning in 2037 and 2028, respectively. Changes in our unrecognized tax benefits (in thousands) were as follows:
| For the Year Ended December 31,
| 2024 |  | 2023 |  | 2022
Balance at beginning-of-year | $ | 2,600 |  |  | $ | 1,624 |  |  | $ | 609 |
Gross increases - tax positions in prior period | — |  |  | 7 |  |  | 616 |
Gross decreases - tax positions in prior period | (30) |  |  | — |  |  | — |
Gross increases - tax positions in current period | 232 |  |  | 969 |  |  | 399 |
Lapse of statute of limitations | (255) |  |  | — |  |  | — |
Balance at end-of-year | $ | 2,547 |  |  | $ | 2,600 |  |  | $ | 1,624 |
We are subject to taxation in various jurisdictions in the United States, India and the Philippines. Tax years 2011 and all subsequent periods remain subject to examination by the federal and state taxing jurisdictions due to the utilization and availability of NOL carryforwards. Included in the balance of unrecognized tax benefits as of December 31, 2024, are $2.5 million of tax benefits that, if recognized, would affect the overall effective tax rate. The Company recognized no interest and penalties related to uncertain tax positions for the years ended December 31, 2024 and 2023. The Company had recognized $0.4 million of interest and penalties related to uncertain tax positions as a component of income tax expense for the year ended December 31, 2022. The Company has accrued interest and penalties related to uncertain tax positions of $0.3 million and $0.4 million as of December 31, 2024 and December 31, 2023, respectively. The Company and its subsidiaries are not currently subject to any material income tax audits in any federal, state or local jurisdiction for any tax year. The Company’s foreign subsidiary is currently under an income tax examination of the financial year ended 2022 India income tax return. Tax Receivables Agreement Pursuant to the Offering Reorganization, Class B Exchanges increased our tax basis in our share of Evolent Health LLC’s tangible and intangible assets. These increases in tax basis increase our depreciation and amortization deductions and create other tax benefits and, therefore, may reduce the amount of tax that we would otherwise be required to pay in the future. In addition, certain NOLs of Evolent Health Holdings (and of an affiliate of TPG) are available to us as a result of the Offering Reorganization. In connection with the Offering Reorganization, we entered into the TRA with the holders of Class B common units. The agreement requires us to pay to such holders 85% of the cash savings, if any, in U.S. federal, state and local, and foreign income tax (as applicable) we realize as a result of any deductions attributable to the increase in tax basis following the Class B Exchanges or deductions attributable to imputed interest or future increases in tax basis following payments made under the TRA. Additionally, pursuant to the same agreement we will pay the former stockholders of Evolent Health Holdings 85% of the amount of the cash savings, if any, in U.S. federal, state and local, and foreign income tax that we realize as a result of the utilization of the NOLs of Evolent Health Holdings (and the affiliate of TPG) attributable to periods prior to the Offering Reorganization, approximately $79.3 million, as well as deductions attributable to imputed interest on any payments made under the agreement. The Company has recorded the full TRA liability of $108.1 million as of December 31, 2024. We will benefit from the remaining 15% of any realized cash savings. The TRA was effective upon the completion of the Offering Reorganization and will remain in effect until all such tax benefits have been used or expired, or until the agreement is terminated. See Note 10 for additional discussion of the implications of the TRA.

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