v3.26.1
Business Combinations
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combinations Business Combinations
On January 31, 2025, the Company completed the acquisition of BM Technologies, Inc. for $98.2 million. The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. Prior to the acquisition, BM Technologies, Inc. operated as a financial technology company that, in partnership with its banking partners, offered a digital banking platform and funds disbursement services. With the acquisition of BM Technologies, Inc., the Company transformed into a national franchise with proprietary digital platform serving higher education institutions across over 750 campuses in 46 states and the District of Columbia.
The total consideration transferred was as follows:
ComponentAmount (in thousands)
Cash paid at closing$61,625 
Fair value of warrants issued, paid on the behalf of acquiree12,440 
Settlement of accrued liabilities, paid on the behalf of acquiree15,562 
Effective settlement of preexisting asset due from acquiree8,550 
Total consideration transferred$98,177 
Identifiable Assets acquired and Liabilities assumed
The preliminary allocation of the purchase price is based on the fair value of the acquired assets and liabilities as of the acquisition date:
Purchase Price consideration$98,177 
Fair value of assets acquired
(Dollars in thousands)
Cash and cash equivalents$1,456 
Accounts receivable2,932 
Prepaid expenses and other current assets1,559 
Internally developed software8,600 
Internally Developed Software work-in-process1,787 
Intangible assets (excluding goodwill)26,667 
Deferred tax asset20,970 
Total Assets$63,971 
Fair value of liabilities acquired
Accounts payable and other liabilities10,268 
Total liabilities$10,268 
Fair Value of net assets acquired53,703 
Goodwill$44,474 
Acquired intangible assets consisted of:
Intangible AssetFair Value (in thousands)Estimated Useful Life
Trade Name$1,025 5 years
Customer Relationships25,642 10 years
$26,667 
Amortization expense related to these assets are recognized on a straight-line basis over their respective useful lives.
Goodwill of $44.5 million was initially recognized, representing the excess of the consideration transferred over the fair value of the identifiable net assets acquired. Goodwill primarily relates to expected synergies, assembled workforce, and future growth opportunities. Goodwill is not deductible for tax purposes unless otherwise noted.
The Company completed its analysis of the tax effects of this transaction during the measurement period. The consolidated statements of financial condition reflect this analysis. As a result, the deferred tax asset, related to acquired net operating losses, was decreased by $3.7 million, and the net adjustment of $3.7 million resulted in a corresponding increase to goodwill per ASC 805.
Acquisition-related costs of $2.8 million were expensed as incurred and included in Professional fees in the Consolidated Statements of Operations.