ACQUISITIONS

Granite Acquisition

On July 29, 2016, we acquired certain assets and assumed certain liabilities of Granite Loan Management of Delaware, LLC (“Granite”) for $9.5 million in cash. Granite provides residential and commercial loan disbursement processing, risk mitigation and construction inspection services to lenders. The Granite acquisition is not material in relation to the Company’s results of operations or financial position.

The final allocation of the purchase price is as follows:



(in thousands)

Accounts receivable, net	$	1,024
Prepaid expenses	22
Other assets	25
Premises and equipment, net	299
Non-compete agreements	100
Trademarks and trade names	100
Customer relationships	3,400
Goodwill	4,827
	9,797
Accounts payable and accrued expenses	(57		)
Other current liabilities	(192		)

Purchase price	$	9,548

RentRange, Investability and Onit Solutions Acquisitions

On October 9, 2015, we acquired GoldenGator, LLC (doing business as RentRange) (“RentRange”), REIsmart, LLC (doing business as Investability) (“Investability”) and Onit Solutions, LLC, a support company for RentRange and Investability (collectively “RentRange and Investability”) for $24.8 million. RentRange is a leading provider of rental home data and information to the financial services and real estate industries, delivering a wide assortment of address and geography level data, analytics and rent-based valuation solutions for single and multi-family properties. Investability is an online residential real estate acquisition platform that utilizes data and analytics to allow real estate investors to access the estimated cash flow, capitalization rate, net yield and market value of properties for sale in the United States. The purchase price was composed of $17.5 million in cash and 247 thousand shares of restricted common stock of the Company with a value of $7.3 million as of the closing date. Upon issuance, the restricted shares were subject to transfer restrictions and potential forfeiture provisions. These restrictions and forfeiture provisions lapse over a four year period, subject to the recipients meeting certain continued employment conditions with the Company and the satisfaction of certain acquisition related escrow release conditions. During 2017, transfer restrictions were removed on 14 thousand shares. In addition, on June 30, 2017, the Company amended the purchase and sale agreement and purchased 170 thousand restricted shares. During 2016, transfer restrictions were removed on 55 thousand shares. Also during 2016, management adjusted the allocation of the purchase price based upon information that subsequently became available relating to acquisition date working capital and the purchase price allocation to intangible assets. The working capital adjustment resulted in an obligation of the sellers to pay the Company $0.2 million. RentRange and Investability are not material in relation to the Company’s results of operations or financial position.

The initial and final allocation of the purchase price is as follows:



(in thousands)	Initial purchase price allocation			Adjustments			Final purchase price allocation

Cash	$	3		$	—		$	3
Accounts receivable, net	245			(76		)	169
Premises and equipment, net	2,471			(1,067		)	1,404
Other assets	199			(196		)	3
Trademarks and trade names	1,205			—			1,205
Databases/other	910			1,035			1,945
Non-compete agreements	330			—			330
Customer relationships	255			—			255
Goodwill	19,565			50			19,615
	25,183			(254		)	24,929
Accounts payable and accrued expenses	(391		)	46			(345		)

Purchase price	$	24,792		$	(208	)	$	24,584

CastleLine Acquisition

On July 17, 2015, we acquired CastleLine Holdings, LLC and its subsidiaries (“CastleLine”) for $33.4 million. CastleLine is a specialty risk management and insurance services firm that provides financial products and services to parties involved in the origination, underwriting, purchase and securitization of residential mortgages. The purchase consideration was composed of $12.3 million of cash at closing, $10.5 million of cash payable over four years from the acquisition date and 495 thousand shares of restricted common stock of the Company, that were subject to transfer restrictions, with a value of $14.4 million as of the closing date. During 2016, the restrictions were removed on the 495 thousand shares. Of the cash payable following acquisition, $3.8 million is contingent on certain future employment conditions of certain of the sellers, and therefore excluded from the purchase price. As of December 31, 2017, we have paid $8.9 million of the up to $10.5 million that is payable over four years from the acquisition date and $2.1 million of the $3.8 million purchase consideration that is contingent on future employment. During the second quarter of 2016, management adjusted the allocation of the purchase price based upon information that subsequently became available relating to acquisition date working capital and the purchase price allocation to intangible assets. The CastleLine acquisition is not material in relation to the Company’s results of operations or financial position.

The initial and final allocation of the purchase price is as follows:



(in thousands)	Initial purchase price allocation			Adjustments			Final purchase price allocation

Cash	$	1,088		$	—		$	1,088
Accounts receivable, net	510			(410		)	100
Prepaid expenses	66			(46		)	20
Restricted cash	2,501			—			2,501
Non-compete agreements	1,105			25			1,130
Databases/other	465			1,335			1,800
Customer relationships	395			—			395
Trademarks and trade names	150			10			160
Deferred taxes	—			356			356
Goodwill	28,125			(1,395		)	26,730
	34,405			(125		)	34,280
Accounts payable and accrued expenses	(875		)	38			(837		)
Deferred revenue	(87		)	87			—

Purchase price	$	33,443		$	—		$	33,443