Annual report pursuant to Section 13 and 15(d)

Acquisitions, Goodwill and Other Intangible Assets

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Acquisitions, Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Acquisitions, Goodwill and Other Intangible Assets
3.

Acquisitions, Goodwill and Other Intangible Assets

During the twelve months ended December 31, 2018, the Company completed four acquisitions and the results of each of the acquisitions have been included in the consolidated financial statements beginning on their respective acquisition date. The acquisitions expand the Company’s network of its real estate sales and financing professionals and loan originators and provides further diversification to its loan origination platform and financing services. Aggregate terms of these acquisitions included: (i) cash paid at closing of approximately $14.9 million, net of cash received and (ii) the fair value of contingent consideration and deferred payments, which will be paid over the next one to seven-year period after the related acquisition dates based on achievement of certain EBITDA targets or service and time requirements. Contingent consideration and deferred payments are included in accounts payable and other liabilities and deferred rent and other liabilities in the consolidated balance sheets. The Company determined the fair value of the future payments aggregated $3.7 million, including contingent consideration of $2.7 million using a probability-weighted, discounted cash flow estimate based on achieving EBITDA targets. As of December 31, 2018, contingent consideration has a maximum undiscounted payment of $4.2 million. See Note 9 – “Fair Value Measurements” for additional information on contingent consideration.

The acquisitions were accounted for as business combinations. Based on preliminary purchase price allocations, $2.0 million, net, was allocated to mortgage servicing rights, including assets of $2.1 million and liabilities $0.1 million, $4.2 million was allocated to the fair values of intangible assets, $0.8 million to other assets noncurrent and $0.1 million to acquired working capital, with the remainder of $11.5 million allocated to goodwill.

The goodwill recorded as part of the acquisitions primarily arose from the acquired assembled workforce and commercial sales, lending and servicing platforms. The Company expects all of the goodwill to be tax deductible, with the tax-deductible amount of goodwill related to the contingent consideration to be determined once the cash payments are made to settle the contingent consideration. The goodwill resulting from these acquisitions is allocated to the Company’s one reporting unit.

Goodwill and intangible assets, net consisted of the following (in thousands):

 

     December 31, 2018      December 31, 2017  
     Gross Carrying
Amount
     Accumulated
Amortization
    Net Book Value      Gross Carrying
Amount
     Accumulated
Amortization
     Net Book
Value
 

Goodwill and intangible assets:

                

Goodwill(1)

   $  11,459      $     $  11,459      $      $      $  

Intangible assets(1)

     4,240        (314     3,926                       
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 
   $ 15,699      $ (314   $ 15,385      $      $      $  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Represents additions from acquisitions.

The net change in the carrying value of intangible assets consisted of the following (in thousands):

 

     December 31,  
     2018      2017  

Beginning balance

   $ —        $ —    

Additions from acquisitions

     4,240        —    

Amortization

     (314      —    
  

 

 

    

 

 

 

Ending balance

   $ 3,926      $ —    
  

 

 

    

 

 

 

Estimated amortization expense for intangible assets for the next five years and thereafter consisted of the following (in thousands):

 

     December 31,
2018
 

2019

   $ 836  

2020

     817  

2021

     729  

2022

     633  

2023

     589  

Thereafter

     322  
  

 

 

 
   $ 3,926