ACQUISITIONS |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Business Combination and Asset Acquisition [Abstract] | |
| ACQUISITIONS | ACQUISITIONS Cherry Creek Mortgage, LLC.
On April 3, 2023, the Company acquired substantially all the assets of Cherry Creek Mortgage, LLC. (“CCM”) under the terms of an asset purchase agreement to expand the Company’s operations throughout the United States. The total fair value of consideration transferred was $8.3 million, which consisted of $2.6 million of cash, contingent consideration of $4.4 million and an original issuance discount on note receivable of $1.3 million. The note receivable issued to CCM in March 2023 represents advances made to CCM (see Note 4 for additional information on the note receivable).
CCM is entitled to earn-out payments for four years based on certain performance criteria. There is no guarantee CCM will achieve any earn-out payments during the earn-out period. Earn-out payments will be first allocated to repay the principal and accrued interest on the note receivable.
The acquisition has been accounted for as a business combination, under which the total purchase price is allocated to the net tangible and intangible assets and liabilities of CCM acquired in connection with the acquisition based on their preliminary fair values and are subject to change during the measurement period. Of the $8.3 million purchase price, we allocated $5.6 million to net assets and $2.7 million to goodwill. The goodwill resulting from the purchase price allocation reflects the expected synergistic benefits of expanding our geographic locations and the existing workforce. The acquired goodwill was allocated to the Origination segment and is deductible for tax purposes.
Legacy Mortgage, LLC
On February 13, 2023, the Company, acquired certain assets of Legacy Mortgage, LLC (“Legacy”) under the terms of an asset purchase agreement to expand the Company’s operations in the Southwest region. The total fair value of consideration transferred was $5.0 million, which consisted of $3.3 million of cash and contingent consideration of $1.7 million.
Legacy is entitled to earn-out payments based on certain performance criteria for three years. The fair value of the earn-out payments on the acquisition date was $1.7 million.
The acquisition has been accounted for as a business combination, under which the total purchase price is allocated to the net tangible and intangible assets and liabilities of Legacy acquired in connection with the acquisition based on their preliminary fair values and are subject to change during the measurement period. Of the $5.0 million purchase price, the Company allocated $0.4 million to net assets and $4.6 million to goodwill. The goodwill resulting from the purchase price allocation reflects the expected synergistic benefits of expanding the Company's geographic locations and the existing workforce. The acquired goodwill was allocated to the Origination segment and is deductible for tax purposes.
The results of CCM and Legacy are included in the Company’s condensed consolidated financial statements since the date of the acquisitions and did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. Transaction costs associated with these transactions were not material and were expensed as incurred within general and administrative expenses in the Condensed Consolidated Statements of Income (Loss).
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