Annual report pursuant to Section 13 and 15(d)

Acquisition of RoundPoint Mortgage Servicing LLC (Tables)

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Acquisition of RoundPoint Mortgage Servicing LLC (Tables)
 12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Business Combination, Segment Allocation The Company performed a provisional allocation of the consideration of $44.7 million to RoundPoint’s assets and liabilities, as set forth below. During the three months ended December 31, 2023, the Company recognized a total of $0.2 million in measurement period adjustments, resulting in a final purchase price of $44.5 million. The remaining payable to Freedom of $20.9 million was paid in January 2024. The allocation of the adjusted purchase price of $44.5 million to RoundPoint’s assets and liabilities is also set forth below. The estimate of fair value of assets and liabilities required the use of significant assumptions and estimates. Significant estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and discount rates. These estimates were based on assumptions that management believes to be reasonable as well as a third party-prepared valuation analysis; however, actual results may differ from these estimates. The measurement period adjustments made during the three months ended December 31, 2023 are set forth below.
December 31, 2023
(in thousands) Acquisition Date Amounts Recognized Subsequent Measurement Period Adjustments Acquisition Date Amounts Recognized, as adjusted
Total Consideration $ 44,732  $ (188) $ 44,544 
Assets:
Cash and cash equivalents $ 50,366  $ —  $ 50,366 
Intangible assets 786  13  799 
Other assets 29,148  —  29,148 
Total Assets Acquired $ 80,300  $ 13  $ 80,313 
Liabilities:
Accrued expenses $ 4,483  $ —  $ 4,483 
Other liabilities 58,739  —  58,739 
Total Liabilities Assumed $ 63,222  $ —  $ 63,222 
Net Assets $ 17,078  $ 13  $ 17,091 
Goodwill $ 27,654  $ (201) $ 27,453 
Business Acquisition, Pro Forma Information The following table presents unaudited pro forma combined revenues and income before income taxes for the years ended December 31, 2023 and 2022 prepared as if the RoundPoint acquisition had been consummated on January 1, 2022.
Year Ended
December 31,
(in thousands) 2023 2022
Revenue (1)
$ 806,945  $ 889,186 
(Loss) income before income taxes
 $ (104,823) $ 260,023 
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(1)The Company’s revenue is defined as the sum of the interest income, servicing income and total other income line items on the consolidated statements of comprehensive loss.