Acquisition of Citizens Homes

On April 10, 2014, the Company completed the acquisition of the assets and liabilities of Citizens used in the purchase of real estate and the construction and marketing of residential homes in North Carolina, South Carolina and Tennessee, pursuant to a purchase and sale agreement, dated March 25, 2014 between UCP, LLC and Citizens. The acquisition was accounted for as a business combination with the acquired assets, assumed liabilities, and contingent consideration recorded by the Company at their estimated fair values.

The fair value of the consideration transferred totaled $17.9 million, which consisted of the following (in thousands):



Cash	$	14,006
Contingent consideration ⁽¹⁾	3,902
Total consideration	$	17,908

⁽¹⁾See Note 5 “Disclosures About Fair Value” for additional information regarding the contingent consideration.

The assets that the Company acquired primarily included real estate and various other assets. The following table summarizes the estimated fair value of the assets and liabilities assumed (in thousands):



Assets Acquired
Real estate	$	13,832
Other assets	1,363
	15,195
Less: liabilities assumed	1,510
Net assets acquired	13,685
Goodwill	4,223
Consideration transferred	$	17,908

The acquired assets and assumed liabilities were recorded by the Company at their estimated fair values, with certain limited exceptions. The Company determined the estimated fair values with the assistance of appraisals or valuations performed by independent third party specialists, discounted cash flow analysis, quoted market prices, where available, and estimates made by management. To the extent the consideration transferred exceeded the fair value of net assets acquired, such excess was assigned to goodwill.