Quarterly report pursuant to Section 13 or 15(d)

Acquisitions

v3.21.2
Acquisitions
9 Months Ended
Sep. 30, 2021
Acquisitions  
Acquisitions

Note 3. Acquisitions

Acquisition of Red Barn

On March 1, 2021, the Company completed the acquisition of Red Barn, in a transaction deemed immaterial to the Company. The Red Barn acquisition was accounted for as a business combination using the acquisition method of accounting. Due to the timing of the acquisition, the valuation of net assets acquired has not been finalized and is expected to be completed no later than one year from the acquisition date in accordance with GAAP.

Acquisition of Naberly

On March 1, 2021 the Company acquired substantially all of the assets of Naberly for cash consideration of approximately $2.7 million. Based on the Company’s preliminary estimation of the fair value of the assets acquired, the Naberly acquisition was accounted for as an asset acquisition. The total acquisition cost, including transaction costs of approximately $0.1 million, was approximately $2.8 million and was recorded as software intangible assets.

During the year ended December 31, 2020, in connection with, and in advance of the closing under the asset purchase agreement to acquire the assets of Naberly, the Company issued to Naberly, an unsecured loan (the “Loan”) in the principal amount of up to approximately $0.2 million with an interest rate of two percent (2%) per annum, compounded annually, and a maturity date of February 28, 2021. The outstanding principal balance of the Loan was forgiven in connection with the closing of the acquisition and was accounted for as part of the purchase consideration transferred to Naberly.

Acquisition of E4:9

On April 16, 2021 the Company purchased 100% of outstanding capital stock of E4:9. The Company accounted for the E4:9 acquisition as a business combination. The purchase price consisted of approximately $9.8 million cash consideration and approximately $16.6 million common stock consideration for a total purchase price of approximately $26.5 million. The aggregate purchase price exceeded the fair value of the net tangible and intangible assets acquired, and accordingly the Company recorded goodwill of approximately $14.4 million.

The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows (amount in thousands):

Recognized amounts of identifiable assets acquired and liabilities assumed

    

    

Cash

$

2,843

Accounts receivable

 

958

Mortgage loans held for sale

 

8,147

Derivative assets

 

90

Prepaid and other current assets

 

122

Property & equipment

 

356

Intangible assets

 

11,780

Lease right of use assets

 

1,498

Other long-term assets

 

7

Total identifiable assets acquired

 

25,801

Accounts payable and accrued liabilities

938

Escrow liabilities

 

75

Derivative liabilities

 

120

Warehouse lines of credit

 

7,958

Notes payable

 

486

Lease liability, current portion

 

337

Lease liability, net of current portion

 

1,161

Deferred tax liabilities

 

2,686

Total liabilities assumed

 

13,761

Total identifiable net assets

 

12,040

Goodwill

 

14,418

Net assets acquired

$

26,458

The Company recognized approximately $0.3 million of acquisition related costs that were expensed in the nine months ended September 30, 2021 and are included in general and administrative expenses.

Goodwill of approximately $7.4 million and $7.0 million was assigned to the Company’s Mortgage and Other services reporting units, respectively, and is attributable primarily to our assembled workforce and the anticipated future economic benefits of the vertical

integration of E4:9’s mortgage lending and insurance product offerings available to our real estate agents. None of the goodwill is expected to be deductible for income tax purposes.

The fair value associated with identifiable intangible assets was approximately $11.8 million, comprised of customer relationships of approximately $6.2 million, tradenames of approximately $5.2 million and know-how of approximately $0.4 million. Customer relationships is being amortized on an accelerated basis over a useful life of 8 years. Tradenames and know-how are amortized on a straight-line basis over 10 years and 5 years, respectively.

Due to the timing of the acquisition, the valuation of net assets acquired has not been finalized and is expected to be completed no later than one year from the acquisition date in accordance with GAAP.

The Company’s condensed consolidated financial statements include the results of operations of E4:9 since the closing on April 16, 2021 during which period E4:9 contributed approximately $4.0 million and $1.0 million of revenues and net loss, respectively, for the three months ended September 30, 2021 and approximately $6.9 million and $2.6 million of revenues and net loss, respectively, for the nine months ended September 30, 2021, respectively.

Acquisition of LiveBy

On April 20, 2021 the Company purchased 100% of outstanding capital stock of LiveBy. The Company accounted for the LiveBy acquisition as a business combination. The purchase price consisted of approximately $3.4 million cash consideration and approximately $5.6 million common stock consideration for a total purchase price of approximately $9.0 million. The aggregate purchase price exceeded the fair value of the net tangible and intangible assets acquired, and accordingly the Company recorded goodwill of approximately $4.1 million.

The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows (amount in thousands):

Recognized amounts of identifiable assets acquired and liabilities assumed

    

    

Cash

$

516

Accounts receivable

 

138

Intangible assets

4,920

Prepaid and other current assets

 

2

Total identifiable assets acquired

 

5,576

Deferred tax liabilities

543

Accounts payable and accrued liabilities

 

167

Total liabilities assumed

 

710

Total identifiable net assets

 

4,866

Goodwill

 

4,115

Net assets acquired

$

8,981

The Company recognized approximately $0.2 million of acquisition related costs that were expensed in the nine months ended September 30, 2021 and are included in general and administrative expenses.

Goodwill was assigned to the technology reporting unit and is attributable primarily to our assembled workforce and the anticipated future economic benefits to the Company’s agents through technology product offerings. None of the goodwill is expected to be deductible for income tax purposes.

Due to the timing of the acquisition, the valuation of net assets acquired has not been finalized and is expected to be completed no later than one year from the acquisition date in accordance with GAAP.

The Company’s consolidated financial statements include the results of operations of LiveBy since the closing on April 20, 2021 during which period LiveBy contributed approximately $0.6 million and $0.1 million of revenues and net income, respectively, for the three months ended September 30, 2021 and approximately $1.0 million and less than $0.1 million of revenues and net loss, respectively, for the nine months ended September 30, 2021.

Acquisition of Epic Realty

On June 30, 2021, the Company completed the acquisition of Epic Realty (“Epic”) in a transaction deemed immaterial to the Company. The Epic acquisition was accounted for as a business combination using the acquisition method of accounting. Due to the timing of the acquisition, the valuation of net assets acquired has not been finalized and is expected to be completed by no later than one year from the acquisition date in accordance with GAAP.

Supplemental Pro Forma Financial Information

On an unaudited pro forma basis, the revenues and net loss of the Company assuming the acquisitions of E4:9 and LiveBy occurred on January 1, 2020, are shown below. The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition happened on January 1, 2020, nor is the financial information indicative of the results of future operations. The pro forma financial information includes the estimated amortization expense based on the fair value and estimated useful lives of intangible assets as part of the acquisitions of E4:9 and LiveBy (amount in thousands, except per share):

    

Nine months ended September 30,

    

2021

    

2020

Revenue

$

240,282

$

136,667

Net loss

$

(15,709)

$

(697)

Net loss per share (basic)

$

(1.07)

$

(0.07)