XML 27 R8.htm IDEA: XBRL DOCUMENT
v3.20.2

Acquisitions | 6 Months Ended
--- | ---
Jun. 30, 2020
Business Combinations [Abstract] |
Acquisitions | 2. Acquisitions Acquisition of Pacific Union Financial, LLC On February 1, 2019, the Company completed the acquisition of all the limited liability units of Pacific Union Financial, LLC (“Pacific Union”), a California limited liability company. Pacific Union was a privately held company that was engaged in the origination, as well as servicing of residential mortgage loans, and operated throughout the United States. The acquisition allows the Company to expand its servicing portfolio and increase its mortgage lending volume and capabilities. The acquisition has been accounted for in accordance with Accounting Standards Codification 805, Business Combinations, using the acquisition method of accounting. Under the acquisition method of accounting, the Company allocated the purchase price of the acquisition to identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The determination of fair value estimates requires management to make certain estimates about discount rates, future expected cash flows, market conditions, and other future events that are highly subjective in nature and may require adjustments. The final purchase price was $116, paid in cash. Based on the allocation of fair value, goodwill of $40 was recorded, which represents the excess of the purchase price over the estimated fair value of tangible and intangible assets acquired, net of the liabilities assumed. The goodwill is primarily attributable to the assembled workforce and synergies with the Company’s current operations. $28 and $12 of the goodwill is assigned to the Originations and Servicing segments, respectively, based on expected cash flows, and is expected to be deductible for tax purposes.
Final Estimated Fair Value of Net Assets Acquired: |
Cash and cash equivalents | $ | 37 |
Restricted cash | 2 |
Mortgage servicing rights | 271 |
Advances and other receivables | 84 |
Mortgage loans held for sale | 536 |
Mortgage loans held for investment | 1 |
Property and equipment | 8 |
Other assets | 483 |
Fair value of assets acquired | 1,422 |
Notes payable(1) | 294 |
Advance facilities | 13 |
Warehouse facilities | 393 |
Payables and other liabilities | 530 |
Other nonrecourse debt | 129 |
Fair value of liabilities assumed | 1,359 |
Total fair value of net tangible assets acquired | 63 |
Intangible assets: |
Customer relationships(2) | 13 |
Goodwill | 40 |
Final purchase price | $ | 116 |
(1)Notes payable was subsequently paid off in February 2019 after the consummation of the acquisition. (2)The estimated fair values for customer relationships were measured using the excess earnings method and were determined to have a remaining useful life of 10 years. The Company incurred total acquisition costs of $2 during the three months ended June 30, 2019, of which $1 is included in salaries, wages and benefits expense and $1 in general and administrative expense in the Company’s consolidated statements of operations. The Company incurred total acquisition costs of $4 during the six months ended June 30, 2019, of which $2 is included in salaries, wages and benefits expense and $2 in general and administrative expense in the Company’s consolidated statements of operations. The acquisition costs were primarily related to legal, accounting and consulting services. There were no acquisition costs incurred by the Company during the six months ended June 30, 2020. For the three and six months ended June 30, 2019, the operations contributed by this acquisition generated total revenues of $79 and $118 and income before income tax of $36 and $50, respectively, which are reported in the Company’s consolidated statements of operations. The following unaudited pro forma financial information presents the combined results of operations for the three and six months ended June 30, 2019, as if the acquisition had occurred on January 1, 2019:
| Three Months Ended June 30, 2019 |  | Six Months Ended June 30, 2019
Pro forma financial information | (unaudited) |  | (unaudited)
Pro forma total revenues | $ | 399 |  |  | $ | 668 |
Pro forma net loss | $ | (87) |  |  | $ | (271) |

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration