ACQUISITIONS AND DIVESTITURES

6 Months Ended

Jun. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

ACQUISITIONS AND DIVESTITURES

Greenscreens.ai

On May 8, 2025, the Company, through its wholly-owned subsidiary TBK Bank, SSB, acquired Greenscreens AI, Inc. ("Greenscreens"), a pricing solution for the logistics industry that delivers short-term freight market pricing intelligence and business insights.

A summary of the estimated fair values of assets acquired, consideration transferred, and the resulting goodwill is as follows:


(Dollars in thousands)
Assets acquired:
Cash and cash equivalents	$	1,601
Accounts receivable and other	933
Intangible assets - customer relationship	36,380
Intangible assets - software	8,340

	47,254
Liabilities assumed:
Accounts payable and other	1,104
Deferred tax liabilities, net	6,251
	7,355
Fair value of net assets acquired	$	39,899
Consideration:
Cash paid	$	139,118
Stock consideration	12,732
Total consideration	$	151,850
Goodwill	$	111,951

Consideration paid for the acquisition totaled $151,850,000, including $139,118,000 in cash and 256,984 shares of the Company's common stock valued at $12,732,000.

The Company has recognized goodwill of $111,951,000, which was calculated as the excess of the fair value of consideration exchanged as compared to the fair value of identifiable net assets acquired. The goodwill in this acquisition resulted from expected synergies between our Factoring, Payments, and Intelligence segments, as well as progress towards the development of data products to be offered to the freight brokerage community; therefore goodwill of $16,096,000 was allocated to the Company's Factoring segment, $15,425,000 was allocated to the Company's Payments segment, and $80,430,000 was allocated to the Company’s Intelligence segment. The goodwill will not be deducted for tax purposes. The initial accounting for the acquisition has not been completed because the fair values of the consideration paid, the assets acquired, and the liabilities assumed have not yet been finalized.

The intangible assets recognized include a customer relationship intangible asset with an acquisition date fair value of $36,380,000 which will be amortized utilizing an accelerated method over its twelve year estimated useful life and a capitalized software intangible asset with an acquisition date fair value of $8,340,000 which will be amortized on a straight-line basis over its five year estimated useful life. A customer relationship intangible asset of $21,520,000 was allocated to the Company's Intelligence segment and a customer relationship intangible asset of $14,860,000 was allocated to the Company's Payments segment. The entire software intangible asset was allocated to the Company's Intelligence segment.

Revenue and earnings of Greenscreens since the acquisition date have not been disclosed as the acquired company was merged into the Company and separate financial information is not readily available.

Expenses related to the acquisition totaling $3,009,000 and $967,000 were recorded in professional fees in the consolidated statements of income during the three months ended June 30, 2025 and March 31, 2025, respectively.

Isometric Technologies Inc.

On December 1, 2024, the Company acquired the assets of Isometric Technologies Inc. ("ISO"), a freight technology company engaged in providing service and performance scoring and benchmarking capabilities to the over-the-road trucking industry.

A summary of the estimated fair values of assets acquired, consideration transferred, and the resulting goodwill is as follows:


(Dollars in thousands)
Assets acquired:
Intangible assets - capitalized software	$	1,680
Intangible assets - customer relationship	60
Intangible assets - other	20
Fair value of net assets acquired	$	1,760
Consideration:
Cash paid	$	10,000
Goodwill	$	8,240

The Company has recognized goodwill of $8,240,000, which was calculated as the excess of the fair value of consideration exchanged as compared to the fair value of identifiable net assets acquired and was allocated to the Company’s Intelligence segment. The goodwill in this acquisition resulted from expected synergies and progress towards the development of data products to be offered to the freight brokerage community. The goodwill will be deducted for tax purposes. The initial accounting for the acquisition has not been completed because the fair values of the assets acquired have not yet been finalized.

The intangible assets recognized include a capitalized software intangible asset with an acquisition date fair value of $1,680,000 which will be amortized on a straight-line basis over its four year estimated useful life, a customer relationship intangible asset with an acquisition date fair value of $60,000 which will be amortized utilizing an accelerated method over its four year estimated useful life, and a trade name intangible asset with an acquisition date fair value of $20,000 which will be amortized on a straight-line basis over its one year estimated useful life.

Revenue and earnings of ISO since the acquisition date have not been disclosed as the acquired company was merged into the Company and separate financial information is not readily available.

Expenses related to the acquisition totaling $324,000 were recorded in professional fees in the consolidated statements of income during the three months ended December 31, 2024.