v3.26.1
Business Combinations
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combinations Business Combinations
Acquisition of Kontora Family Office GmbH
On April 30, 2025 (the “Kontora Acquisition Date”), the Company acquired all of the outstanding ownership interests of Kontora Family Office GmbH (“Kontora”) (the “Kontora Acquisition”). Kontora is a multi-family office and asset management company headquartered in Hamburg, Germany, focused on UHNW families, entrepreneurs and select institutions. This acquisition expanded the Company’s presence in Europe through entry into the key wealth hub of Germany, which represents the third largest UHNW market in the world.
The Kontora Acquisition met the requirements to be considered a business combination under ASC 805. The assets acquired and liabilities assumed from Kontora reflect the fair market values, affected for preliminary adjustments to reflect the fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s condensed consolidated financial statements as of the Kontora Acquisition Date.
The Kontora Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $15.7 million. Included in the total purchase consideration is contingent consideration of $5.7 million, comprised of the Kontora earn-out liability, for which the Company may be required to make additional cash payments tied to certain revenue streams acquired in the Kontora Acquisition between the Closing Date and December 31, 2035. The contingent consideration was measured at fair value at the Kontora Acquisition Date and recorded within the Earn-out liabilities, at fair value line item in the Condensed Consolidated Statements of Financial Position. In addition to the contingent consideration, the Company may be required to make additional compensatory payments comprised of a combination of cash and equity at the Company’s option based on Kontora’s adjusted EBITDA. The total purchase consideration is summarized below:
(Dollars in Thousands)
Amount
Initial purchase price$8,740 
Settlement of debt1,213 
Contingent consideration5,743 
Total purchase consideration transferred$15,696 

The following table sets forth the preliminary fair values of the assets acquired and liabilities assumed in connection with the Kontora Acquisition:
(Dollars in Thousands)
Kontora Acquisition Date Fair Value
Cash and cash equivalents$3,440 
Fees receivable2,702 
Equity method investments28 
Intangible assets14,075 
Goodwill981 
Operating lease right-of-use assets1,952 
Deferred tax assets, net1,451 
Other assets, net2,326 
Total Assets Acquired$26,955 
Accounts payable and accrued expenses526 
Accrued compensation and profit sharing218 
Debt, net of unamortized deferred financing cost732 
Operating lease liability 1,952 
Deferred tax liability4,774 
Other liabilities, net3,057 
Total Liabilities Assumed$11,259 
Total Assets Acquired and Liabilities Assumed$15,696 

The purchase price allocation is preliminary and subject to change during the measurement period, which is not to exceed one year from the Kontora Acquisition Date. During the year ended December 31, 2025, the Company made a measurement period adjustment to the purchase price allocation, which resulted in a decrease to intangible assets of $0.7 million, an increase to goodwill of $0.4 million, a decrease to deferred tax liability of $0.3 million, an increase to other assets, net of $24.0 thousand and a decrease to the purchase consideration of $10.0 thousand. At this time we do not expect any additional material adjustments to the above allocations. When the valuation is final, changes to the valuation of acquired assets and liabilities could result in adjustments to identified intangibles and goodwill.
With the exception of operating right-of-use assets and operating lease liabilities accounted for under ASC 842, Leases, in accordance with ASC 805, the assets and liabilities were recorded at their respective fair values as of April 30, 2025. The Company developed the fair value of intangible assets, which includes trade names, customer relationships, and licenses granted by the German Federal Financial Supervisory Authority. Various techniques were applied to derive the fair values of the intangible assets including, but not limited to, relief from royalty method, excess earnings method, replacement cost method, and a discounted cash flow approach.
For all other major assets and liabilities acquired, the Company determined that book value approximated fair value. Goodwill is comprised of expected synergies for the combined operations and the assembled workforce acquired in the Kontora Acquisition, which does not qualify as a separately recognized intangible asset.
Below is a summary of the intangible assets acquired in the Kontora Acquisition:

(Dollars in Thousands)
Kontora Acquisition Date Fair Value
Estimated Life (Years)
Brand$187 3
License4,385 15
Customer relationships9,443 15
Software60 3
Total Intangible Assets$14,075 

The results of operations for Kontora have been included in the Company’s condensed consolidated financial statements as of the Kontora Acquisition Date.
Supplemental Pro Forma Financial Information (Unaudited)
The following selected unaudited supplemental pro forma financial information is a summary of our combined results for Kontora as of the three months ended March 31, 2025. The unaudited supplemental pro forma financial information gives effect to the Kontora acquisition as if it had occurred on January 1, 2025.
The unaudited pro forma financial information presented below is for informational purposes only, and is not necessarily indicative of the results that would have been achieved if the acquisition had taken place on the first of the year in which Kontora was acquired, nor is it indicative of future results.
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(Dollars in Thousands)March 31, 2025
Total revenue$62,401 
Net income (loss)$1,500