v3.25.4

ACQUISITIONS AND DIVESTITURES | 12 Months Ended
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Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
ACQUISITIONS AND DIVESTITURES | 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) |  | Initial Values |  | Measurement Period Adjustments |  | Adjusted Values
Assets acquired: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 1,601 |  |  | $ | — |  |  | $ | 1,601 |
Accounts receivable and other |  | 935 |  |  | — |  |  | 935 |
Intangible assets - customer relationship |  | 36,380 |  |  | (900) |  |  | 35,480 |
Intangible assets - software |  | 8,340 |  |  | (20) |  |  | 8,320 |
|  | 47,256 |  |  | (920) |  |  | 46,336 |
Liabilities assumed: |  |  |  |  |  |
Accounts payable and other |  | 1,104 |  |  | 151 |  |  | 1,255 |
Deferred tax liabilities, net |  | 6,251 |  |  | 470 |  |  | 6,721 |
|  | 7,355 |  |  | 621 |  |  | 7,976 |
Fair value of net assets acquired |  | $ | 39,901 |  |  | $ | (1,541) |  |  | $ | 38,360 |
Consideration: |  |  |  |  |  |
Cash paid |  | $ | 139,118 |  |  | $ | (143) |  |  | $ | 138,975 |
Stock consideration |  | 12,732 |  |  | — |  |  | 12,732 |
Total consideration |  | $ | 151,850 |  |  | $ | (143) |  |  | $ | 151,707 |
Goodwill |  | $ | 111,949 |  |  | $ | 1,398 |  |  | $ | 113,347 |
Consideration paid for the acquisition totaled $151,707,000, including $138,975,000 in cash and 256,984 shares of the Company's common stock valued at $12,732,000. The Company has recognized goodwill of $113,347,000, which included measurement period adjustments related to customary settlement adjustments, intangible asset valuation adjustments, and the finalization of the Greenscreens stub period tax return and its impact on the acquired deferred tax liability. Goodwill 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 $16,293,000 was allocated to the Company's Factoring segment, $15,601,000 was allocated to the Company's Payments segment, and $81,453,000 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 $35,480,000 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 $8,320,000 which will be amortized on a straight-line basis over its five year estimated useful life. A customer relationship intangible asset of $20,860,000 was allocated to the Company's Intelligence segment and a customer relationship intangible asset of $14,620,000 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 $3,976,000 were recorded in professional fees in the consolidated statements of income during the year ended December 31, 2025. Isometric Technologies Inc. On December 1, 2024, the Company acquired 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 between our Factoring, Payments, and Intelligence segments 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 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 year ended December 31, 2024.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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