v3.26.3
Business Combination (Tables)
 9 Months Ended
Sep. 30, 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 representations or warranties made by the sellers for conditions that existed as of the Acquisition Date, if any, on January 15, 2027, provided that a portion of the holdback allocable to certain identified loans is to be released on the later of January 15, 2027 or a date subsequent to final resolution of losses incurred or sustained related to such loans. The holdback is included in other liabilities on the Company's condensed consolidated balance sheets (see Note 11). As of September 30, 2026, losses incurred related to representations and warranties made by the sellers for conditions that existed as of the Acquisition Date in the amount of approximately $1.5 million have been applied against the holdback.
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 engaged a third party specialist for valuations of certain intangible assets.
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 Intangible Assets Intangible assets have been assigned as shown in the following table (dollar amounts in thousands).
Intangible asset
Acquisition Date Fair Value
Accumulated Amortization
Carrying Value at September 30, 2026
Amortization Period (Years)
Customer relationships
$17,000 $(2,054)$14,946 10.0
Trade name
1,000 (110)890 11.0
Total identified intangible assets (weighted average amortization period)
$18,000 $(2,164)$15,836 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 and nine months ended September 30, 2025, respectively (dollar amounts in thousands):

For the Three Months Ended September 30, 2025For the Nine Months Ended September 30, 2025
Revenue
$151,715 $403,443 
Net income attributable to Company's common stockholders
$33,787 $73,531 
Basic pro forma earnings per common share$0.37 $0.81 
Diluted pro forma earnings per common share
$0.37 $0.80