Business Combination |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination | Business Combination On January 14, 2026, we acquired ResiBuilt Homes, LLC (“ResiBuilt”), a leading fee homebuilder specializing in single-family rental communities with expertise in land development and construction general contracting across high-growth Southeast markets. The acquisition is a natural extension of our business and supports our growth strategy by adding homebuilding capabilities to our platform. The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations, and INVH was designated as the accounting acquirer. The assets acquired, intangible assets identified, and liabilities assumed were recorded at their respective fair values as of January 14, 2026 (the “Acquisition Date”). For the assets acquired and liabilities assumed that comprise net working capital, the carrying amounts approximate fair value due to their short‑term maturities. The estimated fair value of the all cash consideration totaled $99,576, inclusive of up to $7,500 in potential incentive-based earn-out payments tied to third-party fee-build performance. Subsequent to the Acquisition Date, our condensed consolidated financial statements reflect these fair value adjustments and include the combined results of operations. Because INVH was designated as the accounting acquirer, our historical financial statements for periods prior to the Acquisition Date represent only the historical financial information of INVH and its consolidated subsidiaries. As we have determined that the acquisition did not have a significant impact to our condensed consolidated financial statements, no pro forma disclosures are required. The allocation of the total purchase price was as follows:
(1)Inclusive of up to $7,500 in potential incentive-based earn-out payments tied to third-party fee-build performance. The contingent consideration was recognized at fair value as of the Acquisition Date, classified as a liability, and designated as Level 3 in the fair value hierarchy based on our estimates of future performance, probabilities of achievement, and expected timing of payment. No payments have been made as of June 30, 2026. (2)Inclusive of $32,000 in customer relationships and $8,000 in trade name recognized at fair value as of the Acquisition Date. Both intangible assets were classified as Level 3 in the fair value hierarchy based on our assumptions related to projected cash flows, customer attrition, royalty rates, and discount rates (see Note 6). (3)Inclusive of $23,271 in homebuilding receivables, contract assets, and construction in progress (see Note 6). (4)Represents liabilities assumed in connection with the ongoing operations of the homebuilding platform. (5)Inclusive of $9,754 in general contract deposits, representing customer payments received prior to the delivery of completed construction projects. These amounts were recorded as liabilities as they relate to performance obligations that have not yet been satisfied. These allocations represent management’s estimates of fair value, which are preliminary as of June 30, 2026 and are subject to change. The goodwill recorded is primarily attributable to the proprietary business processes and assembled workforce. Goodwill, all of which is assigned to our one reportable segment, totaled $314,154 and $258,207 as of June 30, 2026 and December 31, 2025, respectively, and consists of existing goodwill and goodwill recognized in connection with the acquisition of ResiBuilt. The tax basis of goodwill is equal to its carrying amount. Homebuilding revenues totaling $49,460 for the three months ended June 30, 2026 and $93,205 for the period from the Acquisition Date to June 30, 2026 were included in the condensed consolidated statement of operations. We incurred $116 in acquisition-related expenses for the three months ended June 30, 2026 and $307 for the period from the Acquisition Date to June 30, 2026, which were included in general and administrative on the condensed consolidated statement of operations. Acquisition-related expenses are expensed as incurred and are comprised primarily of transaction fees and direct acquisition costs, including legal, finance, consulting, professional fees, and other third-party costs.
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