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BUSINESS COMBINATIONS | 9 Months Ended
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Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Carlisle Acquisition On July 18, 2024, the Company entered into a share purchase agreement to acquire 100% of Carlisle Management Company S.C.A., a corporate partnership limited by shares established under the laws of Luxembourg (“CMC”), Carlisle Investment Group S.A.R.L., a private limited liability company incorporated under the laws of Luxembourg (“CIG,” and together with CMC, “Carlisle”), a leading Luxembourg-based investment manager in the life settlement space to further the Company’s asset management strategy (“Carlisle Acquisition”). The transaction closed on December 2, 2024 (“Carlisle Acquisition Date”). The aggregate Company Fixed Rate Senior Unsecured Notes and Company common stock issued as consideration by the Company at close was approximately $72.7 million and $73.0 million (equivalent to approximately 9.2 million of Company shares issued), respectively. Cash acquired amounted to $3.3 million. No cash consideration was paid as part of the Carlisle Acquisition. The Carlisle Acquisition was accounted for as a business combination in accordance with ASC 805, which requires the Company to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The values attributed to intangible assets were based on valuations prepared using Level 3 inputs and assumptions in accordance with ASC Topic 820 “Fair Value Measurements” (“ASC 820”). Goodwill is calculated as total consideration transferred, net of cash acquired, less identified net assets acquired, and was assigned to the Asset Management reportable segment. It represents the value that we expect to obtain from growth opportunities from our combined operations and is deductible for U.S. tax purposes when electing Section 338(g) of the U.S. Internal Revenue Code (“IRC”). The Company finalized the valuations related to the acquired assets and liabilities of Carlisle, except for the valuation of certain intangible assets and related impact on deferred income taxes. Accordingly, these estimates are subject to change during the measurement period, which is up to one year from the Carlisle Acquisition Date, as permitted under GAAP. Any potential adjustments could be material in relation to the values presented in the table below. The following table presents the fair value of the assets acquired and the liabilities assumed in connection with the business combination.
Net Assets Identified | Fair Value (as previously reported) | Adjustments | Adjusted Fair Value
Intangibles | $ | 51,700,000 |  | $ | — |  | $ | 51,700,000 |
Current assets | 9,570,953 |  | — |  | 9,570,953 |
Management and performance fee receivable, related party | 13,914,055 |  | — |  | 13,914,055 |
Non-current assets | 4,080,820 |  | — |  | 4,080,820 |
Deferred tax liabilities | (12,893,980) |  | — |  | (12,893,980) |
Accrued expenses | (6,325,921) |  | — |  | (6,325,921) |
Other liabilities | (8,091,962) |  | — |  | (8,091,962) |
Net assets acquired | 51,953,965 |  | $ | — |  | $ | 51,953,965 |
Goodwill | 93,745,891 |  | 3,613,319 |  | 97,359,210 |
Total purchase price | $ | 145,699,856 |  | $ | 3,613,319 |  | $ | 149,313,175 |
In August 2025, the Company issued additional consideration of approximately $2.0 million of the Company’s Fixed Rate Senior Unsecured Notes and approximately $1.6 million of the Company’s common stock amounting to approximately 0.3 million shares in accordance with the terms of the Carlisle Acquisition in connection with a post-close review of the pre-close purchased working capital. Intangible assets were comprised of the following:
Asset Type | Fair Value | Useful Life | Valuation Methodology
Management agreements | $ | 47,400,000 |  | 4 - 8 years | Multi-period excess earnings method
Trade name | 2,000,000 |  | 10 years | Relief from royalty method
Non-compete agreements | 2,300,000 |  | 3 years | With and without method
Total fair value | $ | 51,700,000 |  |  |
Pro Forma Results of Operations The supplemental pro forma financial information in the table below summarizes the combined results of operations for the Carlisle Acquisition as if the Companies were combined for the presented reporting periods. The unaudited supplemental pro forma financial information as presented below is for illustrative purposes only and does not purport to represent what the results of operations would actually have been if the business combinations occurred as of the date indicated or what the results would be for any future periods. There were no acquisition-related costs or related intangible amortization included in the unaudited pro forma results below.
| (Unaudited) Three Months Ended September 30, |  | (Unaudited) Nine Months Ended September 30,
| 2024 |  | 2024
Pro forma revenue | $ | 34,883,727 |  |  | $ | 99,191,372 |
Pro forma net loss | (5,885,847) |  |  | (2,125,704) |
FCF Acquisition On August 7, 2024, the Company entered into a definitive agreement to acquire 100% of FCF Advisors, LLC (“FCF”), a New York based asset manager and index provider specializing in free cash flow-focused investment strategies to incorporate into the Company’s asset management strategy (“FCF Acquisition”). The transaction closed on December 2, 2024 (“FCF Acquisition Date”). The combined cash paid and value of common stock issued by the Company at close was approximately $10.2 million, net of cash acquired. The fair value of the shares issued as part of the business combination was $4.6 million (equivalent to approximately 0.6 million of Company shares issued). The FCF Acquisition was accounted for as a business combination in accordance with ASC 805, which requires the Company to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The values attributed to intangible assets were based on valuations prepared using Level 3 inputs and assumptions in accordance with ASC Topic 820 “Fair Value Measurements” (“ASC 820”). Goodwill is calculated as total consideration transferred, net of cash acquired, less identified net assets acquired, and was assigned to the Asset Management reportable segment. It represents the value that we expect to obtain from growth opportunities from our combined operations and is deductible for tax purposes. The Company finalized the valuations related to the acquired assets and liabilities of FCF on June 30, 2025. The following table presents the fair value of the assets acquired and the liabilities assumed in connection with the business combination.
Net Assets Identified | Fair Value (as previously reported) | Adjustments | Adjusted Fair Value (as finalized on June 30, 2025)
Intangibles | $ | 5,300,000 |  | $ | — |  | $ | 5,300,000 |
Current assets | 575,212 |  | — |  | 575,212 |
Deferred tax assets | 116,313 |  | — |  | 116,313 |
Accrued expenses | (225,515) |  | (39,534) |  | (265,049) |
Net assets acquired | 5,766,010 |  | (39,534) |  | 5,726,476 |
Goodwill | 4,620,119 |  | (61,834) |  | 4,558,285 |
Total purchase price | $ | 10,386,129 |  | $ | (101,368) |  | $ | 10,284,761 |
During 2025, the FCF sellers reimbursed the Company an insignificant portion of the consideration paid in connection with a post-close review of the pre-close purchased working capital. Intangible assets were comprised of the following:
Asset Type | Fair Value | Useful Life | Valuation Methodology
Customer relationships - investment advisory agreements | $ | 3,800,000 |  | 3 years | Multi-period excess earnings method
Non-compete agreements | 1,100,000 |  | 1 year | With and without method
Internally developed and used technology | 400,000 |  | 3 years | Relief from royalty method
Total fair value | $ | 5,300,000 |  |  |
NIB Acquisition On April 24, 2025, the Company completed the acquisition of National Insurance Brokerage, LLC ("NIB"), a Delaware limited liability company (the “NIB Acquisition”). NIB was owned by Jay Jackson, Chief Executive Officer of the Company, who held a 25% beneficial interest in NIB, and KMG Group Holdings, LLC ("KMG"), who held a 75% beneficial interest in NIB (the "Sellers"). KMG is equally owned by Matthew Ganovsky, K. Scott Kirby, and Sean McNealy, Co-Founders and Presidents of the Company. The Company paid approximately $2.1 million in cash, net of cash acquired, to acquire 100% of the interest in NIB. The NIB Acquisition was accounted for as a business combination in accordance with ASC 805, which requires the Company to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The values attributed to intangible assets were based on valuations prepared using Level 3 inputs and assumptions in accordance with ASC Topic 820 “Fair Value Measurements” (“ASC 820”). Goodwill is calculated as total consideration transferred, net of cash acquired, less identified net assets acquired, and was assigned to the Life Solutions reportable segment. It represents the value that we expect to obtain from growth opportunities from our combined operations and is deductible for tax purposes. The Company finalized the valuations related to the acquired assets and liabilities of NIB on June 30, 2025. The following table presents the fair value of the assets acquired and the liabilities assumed in connection with the business combination.
Net Assets Identified | Fair Value (as finalized on June 30, 2025)
Intangibles | $ | 1,393,300 |
Current assets | 911,478 |
Deferred tax assets | 25,388 |
Accrued expenses | (16,908) |
Net assets acquired | 2,313,258 |
Goodwill | 686,742 |
Total purchase price | $ | 3,000,000 |
Intangible assets were comprised of the following:
Asset Type | Fair Value | Useful Life | Valuation Methodology
Customer relationships | $ | 1,393,300 |  | 10 years | Multi-period excess earnings method
Total fair value | $ | 1,393,300 |  |  |
AccuQuote Acquisition On August 14, 2025 (“AccuQuote Acquisition Date”), the Company acquired 100% of Life Distributors, LLC (“AccuQuote”), a Delaware limited liability company (“AccuQuote Acquisition”). AccuQuote is an insurance brokerage firm. The Company used its note receivable balance of approximately $9.3 million due from AccuQuote as consideration as result of the AccuQuote’s default on the note (non-cash consideration). The value of the note receivable balance on the AccuQuote Acquisition Date approximated fair value. Refer to Note 9 Other Investment and Other Assets for additional information. The Company acquired approximately $0.3 million of cash and paid approximately $0.7 million in acquisition costs. The AccuQuote Acquisition was accounted for as a business combination in accordance with ASC 805, which requires the Company to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The values attributed to intangible assets were based on valuations prepared using Level 3 inputs and assumptions in accordance with ASC Topic 820 “Fair Value Measurements” (“ASC 820”). Goodwill is calculated as total consideration transferred, net of cash acquired, less identified net assets acquired, and was assigned to the Life Solutions reportable segment. It represents the value that we expect to obtain from growth opportunities from our combined operations and is deductible for tax purposes. The Company finalized the valuations related to the acquired assets and liabilities of AccuQuote, except for acquired receivables and accrued expenses. Accordingly, these estimates are subject to change during the measurement period, which is up to one year from the AccuQuote Acquisition Date, as permitted under GAAP. Any potential adjustments could be material in relation to the values presented in the table below. The following table presents the fair value of the assets acquired and the liabilities assumed in connection with the business combination.
Net Assets Identified | Fair Value
Intangibles | $ | 3,400,000 |
Current assets | 2,061,706 |
Deferred tax assets | 129,623 |
Accrued expenses | (844,798) |
Other liabilities | (1,906,544) |
Net assets acquired | 2,839,987 |
Goodwill | 6,425,210 |
Total purchase price | $ | 9,265,197 |
Intangible assets were comprised of the following:
Asset Type | Fair Value | Useful Life | Valuation Methodology
Customer relationships | $ | 2,900,000 |  | 10 years | Multi-period excess earnings method
Trade Name | 500,000 |  | 3 years | Relief from royalty method
Total fair value | $ | 3,400,000 |  |  |

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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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