Quarterly report pursuant to Section 13 or 15(d)

Acquisition

v3.10.0.1
Acquisition
6 Months Ended
Jun. 30, 2018
Business Combinations [Abstract]  
Acquisition
3.

Acquisition

During the second quarter, the Company completed two related acquisitions for approximately $6.2 million, net of cash received, plus contingent consideration which may be paid over the three-year or five-year period after the acquisitions based on achievement of certain EBITDA targets. The Company determined the fair value of the contingent consideration was $1.7 million using a probability-weighted, discounted cash flow estimate based on achieving EBITDA targets. See Note 9 – “Fair Value Measurements” for additional information.

The acquisitions expand the Company’s network of loan originators and provides further diversification to its loan origination platform and financing services. The operations will be merged into the Company’s existing operations.

The acquisitions were accounted for as a business combination, with the results of operations included in the Company’s consolidated results from the acquisition date through June 30, 2018, which were not material. Based on a preliminary purchase price allocation, $2.0 million, net, was allocated to mortgage servicing assets ($2.1 million) and liabilities ($0.1 million), $1.6 million was allocated to the fair values of intangible assets, $0.1 million to acquired working capital, with the remainder of $4.2 million allocated to goodwill.

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

 

     June 30,
2018
     December, 31
2017
 

Goodwill

   $ 4,186      $ —    

Other intangible assets, net of amortization

     1,541        —    
  

 

 

    

 

 

 

Total intangible assets

   $ 5,727      $ —    
  

 

 

    

 

 

 

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

 

     Six Months
Ended June 30,
 
     2018     2017  

Beginning balance

   $ —       $ —    

Additions from acquisition

     1,571       —    

Amortization

     (30     —    
  

 

 

   

 

 

 

Ending balance

   $ 1,541     $ —    
  

 

 

   

 

 

 

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

During the six months ended June 30, 2018, the Company adjusted the contingent consideration by an immaterial amount and did not make any cash payments related to the contingent consideration.