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Income Taxes
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
Domestic and foreign components of our loss before income taxes from continuing operations were as follows (in thousands):
For the Year Ended
December 31, 2024December 31, 2023
Domestic$(92,190)$(126,830)
Foreign(5,478)(4,799)
Loss before income tax$(97,668)$(131,629)

The components of the income tax provision (benefit) were as follows (in thousands):

For the Year Ended
December 31, 2024December 31, 2023
Current:
Federal$145 $(64)
State291 (662)
Foreign1,297 1,431 
Total current provision$1,733 $705 
Deferred:
Federal$— $(17,103)
State— (1,829)
Foreign(2,103)(2,144)
Total deferred benefit(2,103)(21,076)
Income tax benefit$(370)$(20,371)

A reconciliation of the statutory tax rate to the effective income tax rate for the periods presented was as follows (in thousands):
For the Year Ended
December 31, 2024December 31, 2023
Amount%Amount%
Income tax (benefit) provision at statutory tax rate$(20,510)21.0 %$(27,642)21.0 %
State tax, net of federal(797)0.8 %(1,718)1.3 %
Non-Controlling interest6,661 (6.8)%5,865 (4.5)%
Changes in unrecognized tax benefits754 (0.8)%2,320 (1.8)%
Foreign income taxes at different statutory rate(248)0.3 %(93)0.1 %
Investment in partnership basis adjustments(3,571)3.7 %(17,627)13.4 %
Share-based compensation1,966 (2.0)%3,408 (2.6)%
Change in valuation allowance15,798 (16.2)%19,521 (14.8)%
Other(423)0.4 %(4,405)3.4 %
Effective income tax rate$(370)0.4 %$(20,371)15.5 %
The aggregate amount of gross unrecognized tax benefits related to uncertain tax positions were as follows (in thousands):
December 31, 2024December 31, 2023
Balance at the beginning of the period$1,850 $593 
Increases (decreases) based on tax positions related to prior periods490 (46)
Increases based on tax positions related to current periods
192 1,303 
Balance at the end of the period$2,532 $1,850 

Interest and penalties related to our unrecognized tax benefits are recorded as components of the provision for income taxes. Interest or penalties accrued for the years ended December 31, 2024 and 2023 were not material.

Due to our full valuation allowance, the total amount of unrecognized benefits that, if recognized, would favorably affect the effective tax by $0.8 million (net of Federal benefit) at December 31, 2024.

We are not currently under examination in any material jurisdiction. It is reasonably possible that, within the next twelve months, statutes of limitation will expire which could have the effect of reducing the balance of unrecognized tax benefits by an immaterial amount.

The earliest tax years that remain subject to examination in the major tax jurisdictions in which we operate were as follows:
Tax year
United States
2021
California
2020
Netherlands
2018

The components of the deferred income taxes consisted of the following (in thousands):

December 31, 2024December 31, 2023
Deferred tax assets:
Net operating loss and capital loss carryforwards
$6,638 $6,362 
Tax credits4,894 4,289 
Interest expense2,346 3,234 
Investment in partnerships24,760 8,950 
Other225 231 
Total gross deferred tax assets
38,863 23,066 
Valuation allowance(38,616)(22,658)
Total net deferred tax assets$247 $408 
Deferred tax liabilities:
Intangibles$(6,026)$(8,243)
Other(420)(472)
Total gross deferred tax liabilities
$(6,446)$(8,715)
Net deferred tax liability
$(6,199)$(8,307)
    
As of December 31, 2024, we had a full valuation allowance on our U.S. federal and state net deferred tax assets as it was more likely than not that those deferred tax assets would not be realized.

As of December 31, 2024, we had U.S. federal net operating loss carryovers ("NOLs") of $25.3 million that may be used indefinitely and various state NOLs that will expire at different times. Uncertainties that may affect the utilization of our tax attributes include future operating results, tax law changes, rulings by taxing authorities regarding whether certain transactions are taxable or deductible and expiration of carryforward periods.

We had an ownership change and as a result certain federal and state NOLs were limited pursuant to Section 382 of the Internal Revenue Code (the "Code"). This limitation has been accounted for in calculating our available NOL carryforwards.

The change in the valuation allowance was comprised of the following (in thousands):
December 31, 2024December 31, 2023
Balance at the beginning of the period$22,658 $1,087 
Increases in valuation allowance recorded through earnings15,798 19,521 
Increases in valuation allowance not recorded through earnings160 2,050 
Balance at the end of the period$38,616 $22,658 

Tax Receivable Agreement

Pursuant to our election under Section 754 of the Code, we expect to obtain an increase in our share of the tax basis in the net assets of System1 Holdings when LLC interests are redeemed or exchanged by the other members of System1 Holdings. We intend to treat any redemptions and exchanges of LLC interests as direct purchases of LLC interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that would otherwise be paid in the future to various tax authorities.

On January 27, 2022, we entered into a Tax Receivable Agreement with certain of the then-existing members of System1 Holdings that provides for the payment by us of 85% of the amount of any tax benefits that are actually realized, or in some cases are deemed to realize, as a result of (i) increases in our share of the tax basis in the net assets of System1 Holdings resulting from any redemptions or exchanges of LLC interests, (ii) tax basis increases attributable to payments made under the Tax Receivable Agreement, and (iii) deductions attributable to imputed interest pursuant to the Tax Receivable Agreement ("TRA Payments"). We expect to benefit from the remaining 15% of any tax benefits that we may actually realize.

We acquired an aggregate of 2.8 million and 0.2 million LLC interests in connection with the redemption of LLC interests in the years ended December 31, 2024 and 2023, respectively, which resulted in an increase in the tax basis of our investment in System1 Holdings subject to the provisions of the Tax Receivable Agreement. We have recognized a total liability in the amount of $5.3 million for the TRA Payments due to the redeeming members, representing 85% of the aggregate tax benefits we expect to realize from the tax basis increases related to the redemption of LLC interests, after concluding it was probable that such TRA Payments would be paid based on estimates of future taxable income. During the year ended December 31, 2024, inclusive of interest, no payments were made to the parties to the Tax Receivable Agreement. The total amount of TRA Payments due under the Tax Receivable Agreement, was $5.3 million and $0.8 million as of December 31, 2024 and 2023, respectively. The Tax Receivable Agreement liabilities are classified within Other non-current liabilities on the consolidated balance sheets.