v3.26.1
Business Combination (Tables)
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Estimated Acquisition Date Fair Value of the Consideration Transferred
The estimated Acquisition Date fair value of the consideration transferred totaled approximately $67.8 million, which consisted of the following (dollar amounts in thousands):

Cash (1)
$31,525 
Holdback for representations and warranties (2)
2,500 
Fair value of previously held membership interests
33,759 
Total consideration transferred
$67,784 

(1)Includes initial cash consideration of approximately $31.5 million and a post-closing working capital adjustment of approximately $15.1 thousand which was delivered to the sellers of Constructive on September 24, 2025.
(2)The holdback for representations and warranties in the amount of $2.5 million is to be released to the sellers, net of losses incurred or sustained by the Company related to representation or warranties made by the sellers for conditions that existed as of the Acquisition Date, if any, on January 15, 2027. The holdback is included in other assets on the Company's condensed consolidated balance sheets (see Note 11).
Schedule of the Estimated Fair Values of the Assets Acquired and Liabilities Assumed by the Company at the Acquisition Date
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed by the Company at the Acquisition Date (dollar amounts in thousands). The membership interest purchase agreement included a post-closing working capital adjustment that was calculated as approximately $15.1 thousand and was settled with the sellers of Constructive on September 24, 2025. The holdback for representations and warranties described above will be settled with the sellers of Constructive after the Acquisition Date. The Company has also engaged a third party specialist for valuations of certain intangible assets. Thus, the provisional measurements of assets and liabilities are subject to change.
Cash
$10,670 
Residential loans
580 
Residential loans held for sale
145,748 
Restricted cash (1)
4,122 
Other assets
8,982 
Intangible assets (1)
18,000 
Total identifiable assets acquired
$188,102 
Repurchase agreements and warehouse facilities
$135,817 
Other liabilities
6,897 
Total liabilities assumed
$142,714 
Net identifiable assets acquired
$45,388 
Goodwill
$22,396 
Net assets acquired
$67,784 

(1)Included in other assets on the condensed consolidated balance sheets.
Schedule of Finite-Lived Intangible Assets Intangible assets haven been provisionally assigned as shown in the following table (dollar amounts in thousands). As noted earlier, the fair values of the acquired identifiable intangible assets are provisional pending final valuations for these assets.
Intangible asset
Acquisition Date Fair Value
Accumulated Amortization
Carrying Value at March 31, 2026
Amortization Period (Years)
Customer relationships
$17,000 $(1,204)$15,796 10
Trade name
1,000 (64)936 11
Total identified intangible assets (weighted average amortization period)
$18,000 $(1,268)$16,732 10.06
Schedule of Estimated Amortization Expense Related to the Acquired Identifiable Intangible Assets The estimated amortization expense related to the acquired identifiable intangible assets is as follows (dollar amounts in thousands):
Amortization expense for
Year Ending December 31,
Customer relationships
Trade name
2026$1,700 $91 
2027$1,700 $91 
2028$1,700 $91 
2029$1,700 $91 
2030$1,700 $91 
Schedule of Business Combination Pro Forma Information
The following table presents the pro forma consolidated revenue and net income attributable to the Company's common stockholders as if Constructive had been included in the consolidated results of the Company for the three months ended March 31, 2025 (dollar amounts in thousands):

For the Three Months Ended March 31, 2025
Revenue
$106,461 
Net income attributable to Company's common stockholders
$37,166 
Basic proforma earnings per common share
$0.41 
Diluted pro forma earnings per common share
$0.41