Annual report pursuant to Section 13 and 15(d)

Acquisitions

v3.21.1
Acquisitions
12 Months Ended
Dec. 31, 2020
Vitek Real Estate Industries Group, Inc.  
Business Acquisition [Line Items]  
Acquisitions

NOTE 3 - ACQUISITIONS

During 2019, the Company completed the acquisition of Vitek Real Estate Industries Group, Inc. (“Vitek”) through an Asset Purchase Agreement. On December 6, 2018, the Company announced a definitive agreement pursuant to which it would acquire certain assets of Vitek. Vitek was a mortgage loan originator with an experienced team of loan officers and an established presence in Northern California. This strategic acquisition expanded Guild’s presence in this region and added experienced loan officers to Guild’s sales force. The transaction closed on April 30, 2019.

The acquisition has been accounted for under the acquisition method of accounting pursuant to ASC 805, Business Combinations. Assets acquired and liabilities assumed are recorded at their fair value as of the date of acquisition based on management’s estimates using currently available information. The results of Vitek’s operations are included in Guild’s Consolidated Statements of Income from the date of acquisition. For U.S. income tax purposes the acquisition of Vitek is treated as an asset purchase.

Total cash consideration for the acquisition was approximately $10.5 million. The purchase price allocation provided in the table below reflects the final determination of the fair value of assets acquired and liabilities assumed in the acquisition of Vitek, with the excess of total consideration over total identifiable net assets recorded as goodwill. Goodwill in the amount of $0.4 million is expected to be deductible for income tax purposes. Transaction costs associated with the Vitek acquisition were approximately $0.2 million and were expensed as incurred within general and administrative expenses in the Consolidated Statements of Income.

 

 

 

Total

 

Goodwill

 

$

2,135

 

Mortgage servicing rights

 

 

7,568

 

Fixed assets

 

 

862

 

Other assets

 

 

27

 

Accounts payable and accrued liabilities

 

 

(40

)

Net assets acquired

 

$

10,552

 

 

 

 

 

 

 

 

Total

 

Cash payments

 

$

8,817

 

Contingent consideration

 

 

1,735

 

Total purchase price

 

$

10,552

 

 

The following table presents the results of operations of Vitek that are included in the Company’s Consolidated Statements of Income from the acquisition date of April 30, 2019 through December 31, 2019.

 

Revenues

 

$

11,105

 

Expenses

 

 

8,039

 

Net income

 

$

3,066

 

 

There have been no adjustments to the purchase price allocation during the measurement period. See Note 1, Business, Basis of Presentation and Accounting Policies, for further information regarding the methods used to account for the fair value of certain assets acquired and liabilities assumed in connection with an acquisition.