XML 21 R11.htm IDEA: XBRL DOCUMENT v3.4.0.3
ACQUISITIONS
3 Months Ended
Mar. 31, 2016
Business Combinations [Abstract]  
ACQUISITIONS
ACQUISITIONS

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”). 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 search and 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 of $24.8 million 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 stock is subject to transfer restrictions and potential forfeiture provisions. These restrictions and forfeiture provisions will 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. RentRange and Investability are not material in relation to the Company’s results of operations or financial position.

The preliminary allocation of the purchase price is as follows:
(in thousands)
 
 
 
 
 
Cash
 
$
3

Accounts receivable, net
 
245

Premises and equipment, net
 
1,206

Other assets
 
199

Software
 
1,265

Trademarks and trade names
 
1,205

Databases/other
 
910

Non-compete agreements
 
330

Customer relationships
 
255

Goodwill
 
19,565

 
 
25,183

Accounts payable and accrued expenses
 
(391
)
 
 
 
Purchase price
 
$
24,792



CastleLine Acquisition

On July 17, 2015, we acquired CastleLine Holdings, LLC and its subsidiaries (“CastleLine”), a specialty risk management and insurance services firm. CastleLine 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 with a value of $14.4 million as of the closing date. 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. The CastleLine acquisition is not material in relation to the Company’s results of operations or financial position.

The preliminary allocation of the purchase price is as follows:
(in thousands)
 
 
 
 
 
Cash
 
$
1,088

Accounts receivable, net
 
510

Prepaid expenses
 
66

Restricted cash
 
2,501

Non-compete agreements
 
1,105

Databases/other
 
465

Customer relationships
 
395

Trademarks and trade names
 
150

Goodwill
 
28,125

 
 
34,405

Accounts payable and accrued expenses
 
(875
)
Deferred revenue
 
(87
)
 
 
 
Purchase price
 
$
33,443