Annual report [Section 13 and 15(d), not S-K Item 405]

Sale of Business

v3.26.1
Sale of Business
 12 Months Ended
Dec. 31, 2025
Discontinued Operations and Disposal Groups [Abstract]  
Sale of Business Sale of Business
On May 3, 2024, the Company completed the sale of its Dagley Insurance Agency operations (the "Dagley Disposal Group"), to its former owner. The Dagley Disposal Group had been included in the Company's Corporate and Other Services segment. The aggregate sales price was $15.0 million, excluding closing adjustments, of which approximately (i) $7.4 million, net of closing adjustments, was received by the Company in cash at closing, (ii) $4.0 million was received in cash on the first anniversary of the closing date, and (iii) $3.0 million will be received in cash on the second anniversary of the closing date (a short-term receivable). The total gain on the transaction was approximately $3.0 million, which is recorded in the Loss (gain) on sale of business in the consolidated statements of earnings.
The Dagley Disposal Group did not meet the requirements to be classified as discontinued operations, as the sale did not materially affect the Company's operations and did not represent a strategic shift for the Company. Our consolidated earnings from operations for the first four months of 2024 included net loss of approximately $0.3 million from the Dagley Disposal Group.
The major classes of divested assets and liabilities were as follows (amounts in thousands):
As of May 3, 2024
Assets divested
Cash and cash equivalents $ 396 
Restricted cash 1 
Accounts receivable, net 91 
Property and equipment, net 114 
Lease right of use assets 333 
Intangible assets, net 5,107 
Goodwill 6,393 
Other assets 68 
Total assets divested 12,503 
Liabilities divested
Accounts payable 172 
Accrued and other current liabilities 125 
Lease liability 333 
Total liabilities divested 630 
Disposal group, net $ 11,873 
On November 28, 2025, the Company completed the sale of its LiveBy business (the "LiveBy Disposal Group"), to a third party. The LiveBy Disposal Group had been included in the Company's Technology segment. The purchase price included cash of $3.0 million, excluding closing adjustments. The sale also provided the Company access to certain LiveBy technology products for a period of five years, commencing on the closing date, at no cost. The future use of LiveBy products was treated as non-cash consideration in the sale and measured at fair value using the income approach. The fair value was determined by estimating the discrete future cash flows attributable to the use of the products over the contractual term of five years, and discounting those cash flows to their present value using a risk-adjusted discount rate of 15.5%. The Company recognized an intangible asset of approximately $4.0 million related to the product usage which will be amortized over its 5 year contractual life. The total loss on the transaction was approximately $0.9 million, which is recorded in the Loss (gain) on sale of business in the consolidated statements of earnings.
The LiveBy Disposal Group did not meet the requirements to be classified as discontinued operations, as the sale did not materially affect the Company's operations and did not represent a strategic shift for the Company. Our consolidated earnings from operations for the first eleven months of 2025 included net loss of approximately $0.7 million from the LiveBy Disposal Group.
The major classes of divested assets and liabilities were as follows (amounts in thousands):
As of November 28, 2025
Assets divested
Accounts receivable, net $ 52 
Property and equipment, net 8 
Intangible assets, net 3,765 
Goodwill 4,168 
Total assets divested 7,993 
Liabilities divested
Deferred revenue 15 
Total liabilities divested 15 
Disposal group, net $ 7,978