UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20212022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-35000
Walker & Dunlop, Inc.
(Exact name of registrant as specified in its charter)
Maryland | | 80-0629925 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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7272 Wisconsin Avenue, Suite 1300 | | |
Bethesda, Maryland | | 20814 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (301) 215-5500
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock, $0.01 Par Value Per Share | | WD | | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer ☒ |
| Accelerated Filer ☐ |
| Non-accelerated Filer ☐ |
| Smaller Reporting Company ☐ |
Emerging Growth Company ☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404 (b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the common stock held by non-affiliates of the Registrant was approximately $2.2$2.1 billion as of the end of the Registrant’s second fiscal quarter (based on the closing price for the common stock on the New York Stock Exchange on June 30, 2021)2022). The Registrant has no non-voting common equity.
As of January 31, 2022,2023, there were 32,891,42333,050,608 total shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement of Walker & Dunlop, Inc. with respect to its 20222023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934 on or prior to May 2, 20221, 2023 are incorporated by reference into Part III of this report.
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PART I
Forward-Looking Statements
Some of the statements in this Annual Report on Form 10-K of Walker & Dunlop, Inc. and subsidiaries (the “Company,” “Walker & Dunlop,” “we,” or “us”), may constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans, or intentions.
The forward-looking statements contained in this Annual Report on Form 10-K reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions, and changes in circumstances that may cause actual results to differ significantly from those expressed or contemplated in any forward-looking statement. Statements regarding the following subjects, among others, may be forward looking:
● | the future of the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac,” and together with Fannie Mae, the “GSEs”), including their existence, relationship to the U.S. federal government, origination capacities, and their impact on our business; |
● | changes to and trends in the interest rate environment and its impact on our business; |
● | our growth strategy; |
● | our projected financial condition, liquidity, and results of operations; |
● | our ability to obtain and maintain warehouse and other loan-funding arrangements; |
● | our ability to make future dividend payments or repurchase shares of our common stock; |
● | availability of and our ability to attract and retain qualified personnel and our ability to develop and retain relationships with borrowers, key principals, and lenders; |
● | degree and nature of our competition; |
● | changes in governmental regulations, policies, and programs, tax laws and rates, and similar matters and the impact of such regulations, policies, and actions; |
● | our ability to comply with the laws, rules, and regulations applicable to us, including additional regulatory requirements for broker-dealer and other financial services firms; |
● | trends in the commercial real estate finance market, commercial real estate values, the credit and capital markets, or the general economy, including demand for multifamily housing and rent growth; and |
● | general volatility of the capital markets and the market price of our common |
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While forward-looking statements reflect our good-faith projections, assumptions, and expectations, they are not guarantees of future results. Furthermore, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by applicable law. For a further discussion of these and other factors that could cause future results to differ materially from those expressed or contemplated in any forward-looking statements, see “Risk Factors.”
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Item 1. Business
General
We are one of thea leading commercial real estate (i) services, (ii) finance, and finance companies(iii) technology company in the United States, withStates. Through investments in people, brand, and technology, we have built a primary focus ondiversified suite of commercial real estate services to meet the needs of our customers. Our services include (i) multifamily lending, and property sales, appraisal, valuation, and research, (ii) commercial real estate debt brokerage and advisory services, (iii) investment management, and (iv) affordable housing investment management. We are one of the largest commercial real estate lenders of all property types, including multifamily, industrial, office, retail,lending, tax credit syndication, development, and hospitality in the country.investment. We leverage our technological resources and investments to (i) provide an enhanced experience for our customers, (ii) identify refinancing and other financial and investment opportunities for ournew and existing customers, and (iii) identify potential new customers.drive efficiencies in our internal processes. We believe our people, brand, and technology provide us with a competitive advantage, as evidenced by the fact that 71% of refinancing volumes in the year were new loans to us representing 62% of refinancing volumes and 30%24% of total transaction volumes werecoming from new customers.customers for the year ended December 31, 2022.
We have beenare one of the largest lenders to multifamily operators in business for more than 80 years;the country. We originate, sell, and service a Fannie Mae Delegated Underwritingrange of multifamily and Servicing™ (“DUS”) lender since 1988, whenother commercial real estate financing products, including loans through the DUS program began; a lender withprograms of the Government National Mortgage Association (“Ginnie Mae”)GSEs, and the Federal Housing Administration, a division of the U.S. Department of Housing and Urban Development (together with Ginnie Mae, “HUD”) since acquiring a HUD license in 2009;(collectively, the “Agencies”). We retain servicing rights and a Freddie Mac Multifamily approved seller/servicerasset management responsibilities on substantially all loans that we originate for Conventional Loans since 2009.the Agencies’ programs. We originate, sell,broker, and occasionally service, a range of multifamily and otherloans to commercial real estate financing products,operators for many life insurance companies, commercial banks, and other institutional investors, in which cases we do not fund the loan but rather act as a loan broker.
We provide multifamily property sales brokerage and appraisal and valuation services and engage in commercial real estate investment management activities. We provide alternative investment management services focusedactivities, including a focus on the affordable housing sector through low-income housing tax credit (“LIHTC”) syndication,syndication. We engage in the development and preservation of affordable housing projects through joint ventures with real estate developers and the management of funds focused on the preservation of affordable housing. We provide housing market research and real-estate relatedreal estate-related investment banking and advisory services, which provide our clients and us with market insight into many areas of the housing market. Our clients are owners and developers of multifamily properties and other commercial real estate assets across the country, some of whom are the largest owners and developers in the industry. We originate and sell multifamily loans through the programs of Fannie Mae, Freddie Mac, and HUD (collectively, the “Agencies”). We retain servicing rights and asset management responsibilities on substantially all loans that we originate for the Agencies’ programs. We are approved as a Fannie Mae DUS lender nationally, an approved Freddie Mac Multifamily Optigo® Seller/Servicer (“Freddie Mac lender”) nationally for Conventional, Seniors Housing, Targeted Affordable Housing, and small balance loans, a HUD Multifamily Accelerated Processing (“MAP”) lender nationally, a HUD Section 232 LEAN (“LEAN”) lender nationally, and a Ginnie Mae issuer. We broker, and occasionally service, loans for many life insurance companies, commercial banks, and other institutional investors, in which cases we do not fund the loan but rather act as a loan broker.country. We also underwrite, service, and asset-manage interim loans.shorter-term loans on commercial real estate. Most of these interimshorter-term loans are closed through a joint venture or through separate accounts managed by our investment management subsidiary, Walker & Dunlop Investment Partners, Inc. (“WDIP”). Those interimSome of these shorter-term loans notare closed through the joint venture or WDIP are originated by us and presentedretained on our balance sheet as loans held for investment. through our Interim Loan Program (as defined below in Principal Lending and Investing). We are a leader in commercial real estate technology developingthrough development and acquiringacquisition of technology resources that (i) provide innovative solutions and a better experience for our customers and (ii) allow us to reach a broader customer base.drive efficiencies across our internal processes.
InOn February 28, 2022, we entered into an agreement to acquireacquired GeoPhy B.V. (“GeoPhy”), a leading commercial real estate technology company based in the Netherlands. We plan to use GeoPhy’s data analytics and technology development capabilities to acceleratefurther enhance our technology investments and efficiencies, with a specific focus on accelerating the growth of our small balancesmall-balance lending platformbusiness and our technology-enabled appraisal and valuation platform, (“Apprise”). Apprise.
Walker & Dunlop, Inc. is a holding company. We conduct the majority of our operations through Walker & Dunlop, LLC, our primary operating company.
Our Product and Service OfferingsSegments
Our
In the first quarter of 2022, as a result of the Company’s growth and recent acquisitions, our executive leadership team, which functions as our chief operating decision making body, began making decisions and assessing performance based on the following three reportable segments: (i) Capital Markets (“CM”), (ii) Servicing & Asset Management (“SAM”), and (iii) Corporate. The reportable segments are determined based on the product offerings includeor service provided and reflect the manner in which management is currently evaluating the Company’s financial information. The segments and related services are described in the following paragraphs.
Capital Markets
Capital Markets provides a range of multifamily and other commercial real estate financing and investment products, including Agency Lending, Debt Brokerage, Principal Lending and Investing, Property Sales, Appraisal Services, Housing Market Research, Real Estate Investment Banking Services, and Affordable Housing and other Commercial Real Estate-related Investment Management Services. We offer a broadcomprehensive range of commercial real estate finance products to our customers, including first mortgage, second trust, supplemental, construction, mezzanine, preferred equity, small-balance,Agency lending, debt brokerage, property sales, appraisal and bridge/interim loans.valuation services, and real estate-related investment banking and advisory services, including housing market research. Our long-established relationships with the Agencies and institutional investors enable us to offer thisa broad range of loan products and services.services to our customers. We provide property sales services to owners and developers of multifamily properties and commercial real estate and alternative investment management servicesmultifamily property appraisals for various investors. We also provideAdditionally, we earn subscription fees for our housing related research. The primary services within CM are described below.
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Agency Lending
multifamily property appraisals. Each of our product offerings is designed to maximize our ability to meet client needs, source capital, and grow our commercial real estate finance business.
Agency Lending
Fannie Mae—We are one of 2324 approved lenders that participate in Fannie Mae’s DUS program for multifamily, manufactured housing communities, student housing, affordable housing, and certain seniors housing properties. Under the Fannie Mae DUS program, Fannie Mae has delegated to us responsibility for ensuring that the loans we originate under the program satisfy the underwriting and other eligibility requirements established by Fannie Mae. In exchange for this delegation of authority, we share risk for a portion of the losses that may result from a borrower's default. For loans originated pursuant to the Fannie Mae DUS program, we generally are required to share the risk of loss, with our maximum loss capped at 20% of the loan amount at origination, except for rare instances when we negotiate a cap that may be higher or lower for loans with unique attributes. For more information regarding our risk-sharing agreements with Fannie Mae, see “Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Quality and Allowance for Risk-Sharing Obligations” below. Most of the Fannie Mae loans that we originate are sold in the form of a Fannie Mae-guaranteed security to third-party investors. Fannie Mae contracts us to service and asset-manage all loans that we originate under the Fannie Mae DUS program.
We are one of 21 lenders approved as a Freddie Mac lender, where we originate and sell to Freddie Mac multifamily, manufactured housing communities, student housing, affordable housing, seniors housing loans and small balance loans that satisfy Freddie Mac’s underwriting and other eligibility requirements. Under Freddie Mac’s programs, we submit our completed loan underwriting package to Freddie Mac and obtain its commitment to purchase the loan at a specified price after closing. Freddie Mac ultimately performs its own underwriting of loans that we sell to it. Freddie Mac may choose to hold, sell, or later securitize such loans. We very rarely have any risk-sharing arrangements on loans we sell to Freddie Mac under its program. Freddie Mac contracts us to service and asset-manage all loans that we originate under its program.
As an approved HUD MAP and HUD LEAN lender and Ginnie Mae issuer, we provide construction and permanent loans to developers and owners of multifamily housing, affordable housing, seniors housing, and healthcare facilities. We submit our completed loan underwriting package to HUD and obtain HUD's approval to originate the loan. We service and asset-manage all loans originated through HUD’s various programs.
HUD-insured loans are typically placed in single loan pools which back Ginnie Mae securities. Ginnie Mae is a United States government corporation in the United States Department of Housing and Urban Development. Ginnie Mae securities are backed by the full faith and credit of the United States, and we very rarely bear any risk of loss on Ginnie Mae securities. In the event of a default on a HUD-insured loan, HUD will reimburse approximately 99% of any losses of principal and interest on the loan, and Ginnie Mae will reimburse the remaining losses. We are obligated to continue to advance principal and interest payments and tax and insurance escrow amounts on Ginnie Mae securities until the Ginnie Mae securities are fully paid.
We may be obligated to repurchase loans that are originated for the Agencies’ programs if certain representations and warranties that we provide in connection with such originations are breached. We have never been required to repurchase a loan.
Debt Brokerage
We serve as an intermediary in the placement of commercial real estate debt between institutional sources of capital, such as life insurance companies, investment banks, commercial banks, pension funds, and other institutional investors, and owners of all types of commercial real estate. A client seeking to finance or refinance a property will seek our assistance in developing different financing solutions and soliciting interest from various sources of capital. We often advise on capital structure, develop the financing package, facilitate negotiations between our client and institutional sources of capital, coordinate due diligence, and assist in closing the transaction. In these instances, we act as a loan broker and do not underwrite or originate the loan and do not retain any interest in the loan. For those brokered loans that we service, we collect ongoing servicing fees while those loans remain in our servicing portfolio. The servicing fees we typically earn on brokered loan transactions are substantially lower than the servicing fees we earn for servicing Agency loans.
Over the past five years, the Company has invested approximately $129.8 million to acquire certain assets and assume certain liabilities of six debt brokerage companies. These acquisitions, along with our recruiting efforts, have expanded our network of brokers, broadened our geographical reach, and provided further diversification to our origination platform.
Principal Lending and Investing
Our “Interim Program” is composed of the loans held by the Interim Program JV and the Interim Loan Program, as described below. Through a joint venture with an affiliate of Blackstone Mortgage Trust, Inc., we offer short-term, senior secured debt financing products that
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provide floating-rate, interest-only loans for terms of generally up to three years to experienced borrowers seeking to acquire or reposition multifamily properties that do not currently qualify for permanent financing (the “Interim Program JV”). The Interim Program JV funds its operations using a combination of equity contributions from its owners and third-party credit facilities. We hold a 15% ownership interest in the Interim Program JV and are responsible for sourcing, underwriting, servicing, and asset-managing the loans originated by the joint venture. The Interim Program JV assumes full risk of loss while the loans it originates are outstanding, while we assume risk commensurate with our 15% ownership interest.
Using a combination of our own capital and warehouse debt financing, we separately offer interim loans that do not meet the criteria of the Interim Program JV (the “Interim Loan Program”). We underwrite, service, and asset-manage all loans executed through the Interim Loan Program. We originate and hold these Interim Loan Program loans for investment, which are included on our balance sheet, and during the time that these loans are outstanding, we assume the full risk of loss. The ultimate goal of the Interim Loan Program is to provide permanent Agency financing on these transitional properties.
Property Sales
We offer property sales brokerage services to owners and developers of multifamily properties that are seeking to sell these properties through our subsidiary Walker & Dunlop Investment Sales, LLC (“WDIS”). Through these property sales brokerage services, we seek to maximize proceeds and certainty of closure for our clients using our knowledge of the commercial real estate and capital markets and relying on our experienced transaction professionals. We receive a sales commission for brokering the sale of these multifamily assets on behalf of our clients, and we often are able to provide financing to the purchaser of the properties through our Agency or debt brokerage teams. Our property sales services are offered in various regions throughout the United States. We have increased the number of property sales brokers and the geographical reach of our investment sales platform over the past several years through hiring and acquisitions and intend to continue this expansion in support of our growth strategy.
Affordable Housing and Other Commercial Real Estate-related Investment Management Services
In December 2021, through our wholly owned subsidiary, WDAAC, LLC, we closed on the acquisition of Alliant Capital, Ltd. and its affiliates, including Alliant Strategic Investments II, LLC and ADC Communities, LLC (together “Alliant”). Alliant is one of the largest tax credit syndicators and affordable housing developers in the U.S. Alliant provides alternative investment management services focused on the affordable housing sector through LIHTC syndication, development of affordable housing projects through joint ventures, and affordable housing preservation fund management. Our affordable housing investment management services works with our developer clients to identify properties that will generate LIHTCs and meet our affordable investors’ needs, and forms limited partnership funds (“LIHTC funds”) with third-party investors that invest in the limited partnership interests in these properties. Alliant serves as the general partner of these LIHTC funds, and it receives fees, such as asset management fees, and a portion of refinance and disposition proceeds as compensation for its work as the general partner of the fund. Additionally, Alliant earns a syndication fee from the LIHTC funds for the identification, organization, and acquisition of affordable housing projects that generate LIHTCs.
Through Alliant, we invest as the managing or non-managing member of joint ventures with developers of affordable housing projects that generate LIHTCs. These joint ventures earn developer fees, operating cash and sale / refinance proceeds from the properties they develop, and Alliant receives the portion of the economic benefits commensurate with its investment in the joint ventures. Additionally, Alliant also invests with third-party investors (either in a fund or joint-venture structure) with the goal of preserving affordability on multifamily properties coming out of the LIHTC 15-year compliance period or on which market forces are likely to keep the properties affordable. Through these preservation funds, Alliant may receive acquisition and asset management fees and will receive a portion of the operating cash and capital appreciation upon sale through a promote structure.
WDIP and its subsidiaries function as the operator of a private commercial real estate investment adviser focused on the management of debt, preferred equity, and mezzanine equity investments in middle-market commercial real estate funds. The activities of WDIP, a wholly owned subsidiary of the Company, are part of our strategy to grow and diversify our operations by growing our investment management platform. WDIP’s current assets under management (“AUM”) of $1.3 billion primarily consist of five sources: Fund III, Fund IV, Fund V, and Fund VI (collectively, the “Funds”), and separate accounts managed for life insurance companies. AUM for the Funds and for the separate accounts consists of both unfunded commitments and funded investments. Unfunded commitments are highest during the fund raising and investment phases. WDIP receives management fees based on both unfunded commitments and funded investments. Additionally, with respect to the Funds, WDIP receives a percentage of the return above the fund return hurdle rate specified in the fund agreements.
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Appraisal Services
Through a joint venture with an international technology services company, GeoPhy, we offer automated multifamily appraisal services branded Apprise by Walker & Dunlop (“Appraisal JV”). The Appraisal JV leverages technology and data science to dramatically improve the consistency, transparency, and speed of multifamily appraisals in the U.S. through the licensing of our partner’s technology and leveraging of our expertise in the commercial real estate industry. We own a 50% interest in the Appraisal JV and account for the interest as an equity-method investment. The Appraisal JV’s operations continue to rapidly grow with significant increases in the volume of appraisal reports generated and a client list that includes several national commercial real estate lenders.
Housing Market Research and Real Estate Investment Banking Services
During the third quarter of 2021, we closed on the acquisition of certain assets and the assumption of certain liabilities of Zelman Holdings, LLC (“Zelman”) through a 75% interest in a newly formed entity, which does business as Zelman & Associates. Zelman is a nationally recognized housing market research and investment banking firm that will enhance the information we provide to our clients and increase our access to high-quality market insight in many areas of the single-family and multifamily markets, including construction trends, demographics, mortgage finance, and real estate technology and services. Zelman generates revenues through the sale of its housing market research data and related publications to banks, investment banks and other financial institutions, and through its offering of real estate-related investment banking and advisory services.
Correspondent Network
In addition to our originators, at December 31, 2021, we had correspondent agreements with 22 independently owned loan originating companies across the country with which we have relationships for Agency loan originations. This network of correspondents helps us extend our geographic reach into new and/or smaller markets on a cost-effective basis. In addition to identifying potential borrowers and key principal(s) (the individual or individuals directing the activities of the borrowing entity), our correspondents assist us in evaluating loans, including pre-screening the borrowers, key principal(s), and properties for program eligibility, coordinating due diligence, and generally providing market intelligence. In exchange for providing these services, the correspondent earns an origination fee based on a percentage of the principal amount of the financing arranged and in some cases a fee paid out over time based on the servicing revenues earned over the life of the loan.
Underwriting and Risk Management
We use several techniques to manage our Fannie Mae risk-sharing exposure. These techniques include an underwriting and approval process that is independent of the loan originator; evaluating and modifying our underwriting criteria given the underlying multifamily housing market fundamentals; limiting our geographic, borrower, and key principal exposures; and using modified risk-sharing under the Fannie Mae DUS program. Similar techniques are used to manage our exposure to credit loss on loans originated under the Interim Program.
Our underwriting process begins with a review of suitability for our investors and a detailed review of the borrower, key principal(s), and the property. We review the borrower's financial statements for minimum net worth and liquidity requirements and obtain credit and criminal background checks. We also review the borrower's and key principal(s)’s operating track records, including evaluating the performance of other properties owned by the borrower and key principal(s). We also consider the borrower's and key principal(s)’s bankruptcy and foreclosure history. We believe that lending to borrowers and key principals with proven track records as operators mitigates our credit risk.
We review the fundamental value and credit profile of the underlying property, including an analysis of regional economic trends, appraisals of the property, site visits, and reviews of historical and prospective financials. Third-party vendors are engaged for appraisals, engineering reports, environmental reports, flood certification reports, zoning reports, and credit reports. We utilize a list of approved third-party vendors for these reports. Each report is reviewed by our underwriting team for accuracy, quality, and comprehensiveness. All third-party vendors are reviewed periodically for the quality of their work and are removed from our list of approved vendors if the quality or timeliness of the reports is below our standards. This is particularly true for engineering and environmental reports on which we rely to make decisions regarding ongoing replacement reserves and environmental matters.
Freddie Mac—We are one of 22 lenders approved as a Freddie Mac lender, where we originate and sell to Freddie Mac multifamily, manufactured housing communities, student housing, affordable housing, seniors housing loans and small balance loans that satisfy Freddie Mac’s underwriting and other eligibility requirements. Under Freddie Mac’s programs, including Freddie Mac Optigo®, we submit our completed loan underwriting package to Freddie Mac and obtain its commitment to purchase the loan at a specified price after closing. Freddie Mac ultimately performs its own underwriting of loans that we sell to it. Freddie Mac may choose to hold, sell, or later securitize such loans. We very rarely have any risk-sharing arrangements on loans we sell to Freddie Mac under its program. Freddie Mac contracts us to service and asset-manage all loans that we originate under its program.
Fannie Mae’s counterparty risk policies require
HUD and Ginnie Mae—As an approved HUD MAP and HUD LEAN lender and Ginnie Mae issuer, we provide construction and permanent loans to developers and owners of multifamily housing, affordable housing, seniors housing, and healthcare facilities. We submit our completed loan underwriting package to HUD and obtain HUD's approval to originate the loan. We service and asset-manage all loans originated through HUD’s various programs.
HUD-insured loans are typically placed in single loan pools which back Ginnie Mae securities. Ginnie Mae is a full risk-sharing cap for individual loans. Our full risk-sharing is currently limited to loans up to $300 million, which equates to a maximum loss per loan of $60 million (such exposure would occurUnited States government corporation in the event thatUnited States Department of Housing and Urban Development. Ginnie Mae securities are backed by the underlying collateral is determined to be completely without value at the time of loss). For loans in excess of $300 million, we receive modified risk-sharing. We also may request modified risk-sharing at the time of origination on loans below $300 million, which reduces our potential risk-sharing losses from the levels described above if we do not believe that we are being fully compensated for the risksfull faith and credit of the transactions. TheUnited States, and we very rarely bear any risk of loss on Ginnie Mae securities. In the event of a default on a HUD-insured loan, HUD will reimburse approximately 99% of any losses of principal and interest on the loan, and Ginnie Mae will reimburse the remaining losses. We are obligated to continue to advance principal and interest payments and tax and insurance escrow amounts on Ginnie Mae securities until the Ginnie Mae securities are fully paid.
Correspondent Network—In addition to our originators, as of December 31, 2022, we had correspondent agreements with 23 independently owned loan originating companies across the country with which we have relationships for Agency loan originations. This network of correspondents helps us extend our geographic reach into new and/or smaller markets on a cost-effective basis. In addition to identifying potential borrowers and key principals (the individual or individuals directing the activities of the borrowing entity), our correspondents assist us in evaluating loans, including pre-screening the borrowers, key principals, and properties for program eligibility,
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full risk-sharing limitcoordinating due diligence, and generally providing market intelligence. In exchange for providing these services, the correspondent earns an origination fee based on a percentage of the principal amount of the financing arranged and in prior years was less than $300 million. Accordingly, loans originated in those prior years were subject to risk-sharing at much lower levels. We also monitor geographic and borrower concentrations in our Fannie Mae loan portfolio assome cases a way to further manage our credit risk.fee paid out over time based on the servicing revenues earned over the life of the loan.
We advance fundsmay be obligated to our joint venture developer partnersrepurchase loans that are originated for short durationsthe Agencies’ programs if certain representations and warranties that we provide in connection with such originations are breached. We have never been required to repurchase a loan.
We recognize loan origination and debt brokerage fees, net and the fair value of expected net cash flows from servicing, net from our LIHTC operations.lending with the Agencies when we commit to both originate a loan with a borrower and sell that loan to an investor. The fundsloan origination and debt brokerage fees, net and the fair value of expected net cash flows from servicing, net for these transactions reflect the fair value attributable to loan origination fees and premiums on the sale of loans, net of any co-broker fees, and the fair value of the expected net cash flows associated with servicing the loans, net of any guaranty obligations retained.
We generally fund our Agency loan products through warehouse facility financing and sell them to investors in accordance with the related loan sale commitment, which we obtain concurrent with rate lock. Proceeds from the sale of the loan are used to fundpay off the joint venture partner in preparing propertieswarehouse facility borrowing. The sale of the loan is typically completed within 60 days after the loan is closed. We earn net warehouse interest income from loans held for developmentsale while they are outstanding equal to the difference between the note rate on the loan and ultimatelythe cost of borrowing of the warehouse facility.
Our loan commitments and loans held for sale are currently not exposed to be soldunhedged interest rate risk during the loan commitment, closing, and delivery process. The sale or syndicated into a LIHTC fund. To manage ourplacement of each loan to an investor is negotiated at the same time we establish the coupon rate for the loan. We also seek to mitigate the risk of a loan not closing by collecting good faith deposits from the borrower. The deposit is returned to the borrower only once the loan is closed. Any potential loss from a catastrophic change in the property condition while the loan is held for sale using warehouse facility financing is mitigated through property insurance equal to replacement cost. We are also protected contractually from an investor’s failure to purchase the loan. We have experienced an immaterial number of failed deliveries in our history and have incurred immaterial losses on these advances,such failed deliveries.
As part of our overall growth strategy, we evaluateare focused on significantly growing and investing in our small-balance multifamily lending platform, which involves a high volume of transactions with smaller loan balances. To further this strategy, during the underlying property fundamentals, the expected cash flowsfirst quarter of 2022, we acquired GeoPhy to support our small-balance lending platform with data analytics and economicsto further advance our technology development capabilities in this area. NOTE 7 of the LIHTC syndication,consolidated financial statements contains additional information related to the developer’s track record,GeoPhy acquisition
Debt Brokerage
Our mortgage bankers who focus on debt brokerage are engaged by borrowers to work with life insurance companies, banks, and a variety of other institutional lenders to find the most appropriate debt and/or equity solution for the borrowers’ needs. These financing solutions are then funded directly by the lender, and we receive an origination fee from our previous relationship with the developer. Additionally, we continually monitor progress on development deals and take appropriate actions as needed to mitigatecustomer for our risk of loss. The Company, or its predecessor, has never incurred a loss associated with these advances.services.
Property Sales
We also advance fundsoffer property sales brokerage services to third-partyowners and developers with whomof multifamily properties that are seeking to sell these properties through our subsidiary Walker & Dunlop Investment Sales, LLC (“WDIS”). Through these property sales brokerage services, we have long-standing relationships for durationsseek to maximize proceeds and certainty of less than a year. We evaluate these advances on a deal-by-deal basis by reviewing similar factors that we doclosure for our advancesclients using our knowledge of the commercial real estate and capital markets and relying on our experienced transaction professionals. We receive a sales commission for brokering the sale of these multifamily assets on behalf of our clients, and we often are able to provide financing to the purchaser of the properties through our Agency or debt brokerage teams. Our property sales services are offered across the United States. We have increased the number of property sales brokers and the geographical reach of our investment sales platform over the past several years through hiring and acquisitions and intend to continue this expansion in support of our growth strategy. To further support our growth strategy, we acquired an investment sales brokerage company during the third quarter of 2022, which expands our investment sales service offerings to include land sales.
Housing Market Research and Real Estate Investment Banking Services
We own a 75% interest in a subsidiary doing business as Zelman & Associates (“Zelman”), which we acquired in the third quarter of 2021. Zelman is a nationally recognized housing market research and investment banking firm that will enhance the information we provide to our joint venture partners. Additionally, these advances often involveclients and increase our access to high-quality market insight in many areas of the housing market, including construction trends, demographics, housing demand and mortgage finance. Zelman generates revenues through the sale of its housing market research data and
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related publications to banks, investment banks and other financial institutions, and through its offering of real estate-related investment banking and advisory services.
Appraisal and Valuation Services
We offer multifamily appraisal and valuation services though our subsidiary, Apprise by Walker & Dunlop (“Apprise”). Apprise leverages technology and data science to dramatically improve the consistency, transparency, and speed of multifamily property appraisals in the U.S. through our proprietary technology and expertise in the commercial real estate industry. Apprise provides appraisal services to a client list that includes many national commercial real estate lenders. Apprise also provides quarterly and annual valuation services to some of the largest institutional commercial real estate investors in the country. Prior to the GeoPhy acquisition, of land or property, for which we usually receiveand GeoPhy each owned a security50% interest in Apprise, and we accounted for the forminterest as an equity-method investment. Subsequent to the GeoPhy acquisition, Apprise is a wholly-owned subsidiary of a mortgage or lien along with guarantees from the developer. Lastly, we require a letter of intent giving us the exclusive right to invest in the LIHTC investment.Walker & Dunlop.
Servicing and& Asset Management
We service nearly all
Servicing & Asset Management focuses on servicing and asset-managing the portfolio of loans we originate and sell to the Agencies, brokering to certain life insurance companies, originating loans through our principal lending and investing activities, and managing third-party capital invested in tax credit equity funds focused on the affordable housing sector and other commercial real estate. We earn servicing fees for overseeing the loans in our servicing portfolio and asset management fees for the Agenciescapital invested in our funds. Additionally, we earn revenue through net interest income on the loans and the warehouse interest expense for loans held for investment. The primary services within SAM are described below.
Loan Servicing
We retain servicing rights and asset management responsibilities on substantially all of our Agency loan products that we originate and sell and generate cash revenues from the fees we receive for servicing the loans, from placement fees on escrow deposits held on behalf of borrowers, and from other ancillary fees relating to servicing the loans. Servicing fees, which are based on servicing fee rates set at the time an investor agrees to purchase the loan and on the unpaid principal balance of the loan, are generally paid monthly for the duration of the loan. In addition to servicing substantially all of our Agency loan products, we also service our loans originated through the Interim Program and some of the loans we broker for institutional investors, primarily life insurance companies. We may also occasionally leverage the scale of our servicing operation by acquiring the rights to service and asset-manage loans originated by others through direct portfolio acquisitions or entity acquisitions. We are an approved servicer for Fannie Mae, Freddie Mac, and HUD loans and service loans for many different life insurance companies. We are currently a rated primary servicer with Fitch Ratings. Our servicing function includes loan servicing and asset management activities, performing or overseeing the following activities:
● | carrying out all cashiering functions relating to the loan, including providing monthly billing statements to the borrower and collecting and applying payments on the loan; |
● | administering reserve and escrow funds for repairs, tenant improvements, taxes, and insurance; |
● | obtaining and analyzing financial statements of the borrower and performing periodic property inspections; |
● | preparing and providing periodic reports and remittances to the GSEs, investors, master servicers, or other designated persons; |
● | administering lien filings; and |
● | performing other tasks and obligations that are delegated to us. |
Life insurance companies, whose loans we may service, may perform some or all of the activities identified in the list above. We outsource some of our servicing activities to a subservicer.third parties.
Our Fannie Mae, Freddie Mac, and HUD servicing arrangements generally provide for prepayment protection in the event of a voluntary prepayment. For loans serviced outside of Fannie Mae and Freddie Mac, we typically do not have similar prepayment protections. For most loans we service under the Fannie Mae DUS program, during periods of payment delinquency and default and while the loan is in forbearance, we are required to advance the principal and interest payments and tax and insurance escrow amountsguarantee fees for four months. We are reimbursedmonths should a borrower cease making payments under the terms of their loan, including while that loan is in forbearance. After advancing for four months, we may request reimbursement by Fannie Mae for the principal and interest advances, and Fannie Mae will reimburse us for these advances within 60 days of the request. Under the Ginnie Mae program, we are obligated to advance the principal and interest payments and guarantee fees until the HUD loan is brought current, fully paid or assigned to HUD. We are eligible to assign a loan to HUD once it is in
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default for 30 days. If the loan is not brought current, or the loan otherwise defaults, we are not reimbursed for our advances until such time as we assign the loan to HUD or work out a payment modification for the borrower. For loans in default, we may repurchase those loans out of the Ginnie Mae security, at which time our advance requirements cease, and we may then modify and resell the loan or assign the loan back to HUD and be reimbursed for our advances. We are not obligated to make advances on the loans we service under the Freddie Mac Optigo® program and our bank and life insurance company servicing agreements.
Under the HUD program, we are obligated to advance tax and insurance escrow amounts and principal and interest payments on the Ginnie Mae securities until the Ginnie Mae security is fully paid. In the event of a default on a HUD-insured loan, we can elect to assign the loan to HUD and file a mortgage insurance claim. HUD will reimburse approximately 99% of any losses of principal and interest on the loan, and Ginnie Mae will reimburse substantially all of the remaining losses. In cases where we elect to not assign the loan to HUD, we attempt to mitigate losses to HUD by assisting the borrower to obtain a modification to the loan that will improve the borrower’s likelihood of future performance.
As discussed above in Capital Markets – Agency Lending, we have risk-sharing obligations on substantially all loans we originate under the Fannie Mae DUS program. When a Fannie Mae DUS loan is subject to full risk-sharing, we absorb losses on the first 5% of the unpaid principal balance of a loan at the time of loss settlement, and above 5% we share a percentage of the loss with Fannie Mae, with our maximum loss capped at 20% of the original unpaid principal balance of the loan (subject to doubling or tripling if the loan does not meet specific underwriting criteria or if the loan defaults within 12 months of its sale to Fannie Mae). Our full risk-sharing is currently limited to loans up to $300 million, which equates to a maximum loss per loan of $60 million (such exposure would occur in the event that the underlying collateral is determined to be completely without value at the time of loss). For loans in excess of $300 million, we receive modified risk-sharing. We also may request modified risk-sharing at the time of origination on loans below $300 million, which reduces our potential risk-sharing losses from the levels described above, if we do not believe that we are being fully compensated for the risks of the transaction. The full risk-sharing limit prior to June 30, 2021 was less than $300 million. Accordingly, loans originated prior to then may have been subject to modified risk-sharing at much lower levels.
Our servicing fees for risk-sharing loans include compensation for the risk-sharing obligations and are larger than the servicing fees we would receive from Fannie Mae for loans with no risk-sharing obligations. We receive a lower servicing fee for modified risk-sharing than for full risk-sharing. For brokered loans we also service, we collect ongoing servicing fees while those loans remain in our servicing portfolio. The servicing fees we typically earn on brokered loan transactions are substantially lower than the servicing fees we earn on Agency loans.
Principal Lending and Investing
Our principal lending and investing operation is composed of the loans held by the Interim Program JV and the Interim Loan Program, as described below (collectively the “Interim Program”). Through a joint venture with an affiliate of Blackstone Mortgage Trust, Inc., we offer short-term senior secured debt financing products that provide floating-rate, interest-only loans for terms of generally up to three years to experienced borrowers seeking to acquire or reposition multifamily properties that do not currently qualify for permanent financing (the “Interim Program JV” or the “joint venture”). The joint venture funds its operations using a combination of equity contributions from its owners and third-party credit facilities. We hold a 15% ownership interest in the Interim Program JV and are responsible for sourcing, underwriting, servicing, and asset-managing the loans originated by the joint venture. The Interim Program JV assumes full risk of loss while the loans it originates are outstanding, while we assume risk commensurate with our 15% ownership interest.
Using a combination of our own capital and warehouse debt financing, we offer interim loans that do not meet the criteria of the Interim Program JV (the “Interim Loan Program”). We underwrite, service, and asset-manage all loans executed through the Interim Loan Program. We originate and hold these Interim Loan Program loans for investment, which are included on our balance sheet, and during the time that these loans are outstanding, we assume the full risk of loss. The ultimate goal of the Interim Loan Program is to provide permanent Agency financing on these transitional properties.
Affordable Housing and Other Commercial Real Estate-related Investment Management Services
Affordable Housing—We provide affordable housing investment management services through our subsidiary, Alliant Capital, Ltd. and its affiliates (“Alliant”). Alliant is one of the largest tax credit syndicators and affordable housing developers in the U.S. and provides alternative investment management services focused on the affordable housing sector through LIHTC syndication, development of affordable housing projects through joint ventures, and affordable housing preservation fund management. Our affordable housing investment management team works with our developer clients to identify properties that will generate LIHTCs and meet our affordable investors’ needs, and forms limited partnership funds (“LIHTC funds”) with third-party investors that invest in the limited partnership interests in these properties. Alliant serves as the general partner of these LIHTC funds, and it receives fees, such as asset management fees, and a portion of refinance and disposition
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proceeds as compensation for its work as the general partner of the fund. Additionally, Alliant earns a syndication fee from the LIHTC funds for the identification, organization, and acquisition of affordable housing projects that generate LIHTCs.
We invest, as the managing or non-managing member of joint ventures, with developers of affordable housing projects that generate LIHTCs. These joint ventures earn developer fees and sale/refinance proceeds from the properties they develop, and we receive the portion of the economic benefits commensurate with Alliant’s ownership percentage in the joint ventures. Additionally, Alliant also invests with third-party investors (either in a fund or joint-venture structure) with the goal of preserving affordability on multifamily properties coming out of the LIHTC 15-year compliance period or on which market forces are unlikely to keep the properties affordable. Through these preservation funds, Alliant may receive acquisition and asset management fees and will receive a portion of the capital appreciation upon sale through a promote structure.
We advance funds to our joint venture developer partners for generally short durations in connection with our LIHTC operations. The funds are used to fund the joint venture partner in preparing properties for development and ultimately to be sold or syndicated into a LIHTC fund. To manage our risk of loss on these advances, we evaluate the underlying property fundamentals, the expected cash flows and economics of the LIHTC syndication, and the developer’s track record. Additionally, we continually monitor progress on development deals and take appropriate actions as needed to mitigate our risk of loss. The Company, or its predecessor, has never incurred a material loss associated with these advances.
We also advance funds to third-party developers with whom we have long-standing relationships for durations of generally less than a year. We evaluate these advances on a deal-by-deal basis by reviewing similar factors that we do for our advances to our joint venture partners. Additionally, these advances often involve the acquisition of land or property, for which we usually receive a security interest in the form of a mortgage or lien along with guarantees from the developer. Lastly, we require a letter of intent giving us the exclusive right to invest in the LIHTC investment.
Other Commercial Real Estate—Through our subsidiary, Walker & Dunlop Investment Partners (“WDIP”), we function as the operator of a private commercial real estate investment adviser focused on the management of debt, preferred equity, and other equity investments in middle-market commercial real estate funds. WDIP’s current assets under management (“AUM”) of $1.4 billion primarily consist of four sources: Fund III, Fund IV, Fund V, and Fund VI (collectively, the “Funds”), and separate accounts managed primarily for life insurance companies. AUM for the Funds and for the separate accounts consists of both unfunded commitments and funded investments. Unfunded commitments are highest during the fundraising and investment phases. WDIP receives management fees based on both unfunded commitments and funded investments. Additionally, with respect to the Funds, WDIP receives a percentage of the return above the fund return hurdle rate specified in the fund agreements.
Corporate
The Corporate segment consists primarily of our treasury operations and other corporate-level activities. Our treasury operations include monitoring and managing our liquidity and funding requirements, including our corporate debt. The major other corporate-level functions include our equity-method investments, accounting, information technology, legal, human resources, marketing, internal audit, and various other corporate groups.
Our Growth Strategy
In 2020, the Company implemented a strategy to reach up to $2 billion of total annual revenues by the end of 2025 by accomplishing the following milestones: (i) at least $60 billion of annual debt financing volume, (ii) at least $5 billion of annual small balance loansmultifamily debt financing volume, (iii) annual property sales volume of at least $25 billion, (iv) an unpaid principal balance of at least $160 billion in our servicing portfolio, and (v) at least $10 billion of assets under management. We also established several environmental, social, and governance targets we aim to achieve by December 31, 2025.
As of December 31, 2021, we have achieved one of the milestones (at least $10.0 billion of AUM) with the acquisition of Alliant, which added $14.3 billion of affordable housing AUM to the Company’s existing $2.2 billion of AUM. We expect the acquisition of Alliant, combinedThe following table summarizes our progress towards these 2025 milestones.
| | | | | | |
Milestone (in thousands) | | 2022 | | 2025 Milestone | ||
Revenues | | $ | 1,258,753 | | $ | 2,000,000 |
Debt financing volume | | | 43,605,984 | | | 60,000,000 |
Small balance lending volume | | | 745,686 | | | 5,000,000 |
Property sales volume | | | 19,732,654 | | | 25,000,000 |
Servicing portfolio | | | 123,133,855 | | | 160,000,000 |
Assets under management | | | 16,748,449 | | | 10,000,000 |
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with the Agency’s focus on affordable housing, to create synergies between our debt financing and syndication operations, ultimately resulting in growth in our debt financing volumes, our other commercial real estate finance activities, and Alliant’s AUM.
We achieved $48.9 billion of debt financing volume for the year ended December 31, 2021 and had a servicing portfolio of $115.7 billion as of December 31, 2021, compared to $35.0 billion of debt financing volume and a $107.2 billion servicing portfolio for the year ended and as of December 31, 2020 when we established these goals. Our property sales volume was $19.3 billion for the year ended December 31, 2021, compared to $6.1 billion for the year ended December 31, 2020.
To reach these milestones in 2025, we will focus on the following areas:
● | Grow Debt Financing Volume to $65 billion annually, including $5 billion of annual small balance multifamily lending, with a servicing portfolio of $160 billion by continuing to hire and acquire the best mortgage bankers in the industry, leveraging our brand to continue growing our client base, and leveraging proprietary technology to be more insightful and relevant to our clients. We continue to increase our market share in the multifamily financing market, with an |
● | Grow Property Sales Volume to $25 billion annually by leveraging the strengths of our current team, growing volumes within our current markets and continuing to build out our brand and footprint nationally by hiring brokers in new geographic markets and brokers who specialize in different multifamily product types. |
● | Establish Investment Banking Capabilities with a goal to reach $10 billion in assets under management by building on our existing capabilities and developing new capabilities to meet more of our client’s needs. |
● | Remain a leader in Environmental, Social, and Governance (“ESG”) efforts by increasing the percentage of women and minorities within the ranks of our top earners and senior management, remaining carbon neutral while reducing our |
Competition
We compete in the commercial real estate services industry. We face significant competition across our business, including, but not limited to, commercial real estate services subsidiaries of large national commercial banks, privately-held and public commercial real estate service providers, CMBS conduits, public and private real estate investment trusts, private equity, investment funds, and insurance companies, some of which are also investors in loans we originate. Our competitors include, but are not limited to, Wells Fargo, N.A.; CBRE Group, Inc.; Jones Lang LaSalle Incorporated; Marcus & Millichap, Inc.; Eastdil Secured; PNC Real Estate; Northmarq Capital, LLC; Newmark Realty
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Capital; and Berkadia Commercial Mortgage, LLC. Many of these competitors enjoy advantages over us, including greater name recognition, financial resources, well-established investment management platforms, and access to lower-cost capital. The commercial real estate services subsidiaries of the large national commercial banks may have an advantage over us in originating commercial loans if borrowers already have other lending or deposit relationships with the bank. With the acquisition ofThrough our subsidiary, Alliant, in December 2021, we becameare the sixth largest LIHTC syndicator in the country. Competitors in this fragmented but highly competitive industry include but are not limited to: Boston Financial Investment Management, L.P., Raymond James & Associates, Inc., Enterprise Community Partners, Inc., The Richman Group Affordable Housing Corporation, National Equity Fund, Inc., and PNC Real Estate.
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We compete on the basis of quality of service, the ability to provide useful insights to our borrowers, speed of execution, relationships, loan structure, terms, pricing, and breadth of product offerings. Our ability to provide useful insights to borrowers includes our knowledge of local and national real estate market conditions, our loan product expertise, our analysis and management of credit risk and leveraging data and technology to bring ideas to our clients. Our competitors seek to compete aggressively on these factors. Our success depends on our ability to offer attractive loan products, provide superior service, demonstrate industry depth, maintain and capitalize on relationships with investors, borrowers, and key loan correspondents, and remain competitive in pricing. In addition, future changes in laws, regulations, and Agency program requirements, increased investment from foreign entities, and consolidation in the commercial real estate finance market could lead to the entry of more competitors.
Regulatory Requirements
Our business is subject to laws and regulations in a number of jurisdictions. The level of regulation and supervision to which we are subject varies from jurisdiction to jurisdiction and is based on the type of business activities involved. The regulatory requirements that apply to our activities are subject to change from time to time and may become more restrictive, making our compliance with applicable requirements more difficult or expensive or otherwise restricting our ability to conduct our business in the manner that it is now conducted. Additionally, as we expand into new operations, we likely will face new regulatory requirements applicable to such operations. For example, our expansion into LIHTC syndication and broker-dealer activities in 2021, as a result of the Alliant and Zelman acquisitions, has subjected us to new regulatory requirements. While such regulatory requirements may not result in fines and penalties, changes in applicable regulatory requirements, including changes in their enforcement, could materially and adversely affect us.
Federal and State Regulation of Commercial Real Estate Lending Activities
Our multifamily and commercial real estate lending, property sales, servicing, asset management, and appraisal activities are subject, in certain instances, to supervision and regulation by federal and state governmental authorities in the United States. In addition, these activities may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which, among other things, regulate lending activities, regulate conduct with borrowers, establish maximum interest rates, finance charges, and other charges and require disclosures to borrowers. Although most states do not regulate commercial finance, certain states impose limitations on interest rates, as well as other charges on certain collection practices and creditor remedies. Some states also require licensing of lenders, loan and property brokers, loan servicers and real estate appraisers as well as adequate disclosure of certain contract terms. We also are required to comply with certain provisions of, among other statutes and regulations, the USA PATRIOT Act, regulations promulgated by the Office of Foreign Asset Control, the Employee Retirement Income Security Act of 1974, as amended, which we refer to as “ERISA,” and federal and state securities laws and regulations.
Requirements of the Agencies
To maintain our status as an approved lender for Fannie Mae and Freddie Mac and as a HUD-approved mortgagee and issuer of Ginnie Mae securities, we are required to meet and maintain various eligibility criteria established by the Agencies, such as minimum net worth, operational liquidity and collateral requirements, and compliance with reporting requirements. We also are required to originate our loans and perform our loan servicing functions in accordance with the applicable program requirements and guidelines established by the Agencies. If we fail to comply with the requirements of any of these programs, the Agencies may terminate or withdraw our approval. In addition, the Agencies have the authority under their guidelines to terminate a lender's authority to sell loans to them and service their loans. The loss of one or more of these approvals would have a material adverse impact on us and could result in further disqualification with other counterparties, and we may be required to obtain additional state lender or mortgage banker licensing to originate loans if that status is revoked.
Investment Advisers Act
Under the Investment Advisers Act of 1940, WDIP is required to be registered as an investment adviser with the Securities and Exchange Commission (“SEC”) and follow the various rules and regulations applicable to investment advisers. These rules and regulations cover, among other areas, communications with investors, marketing materials provided to potential investors, disclosure and calculation of fees, calculation and reporting of performance information, maintenance of books and records, and custody. Investment advisers are also subject to periodic inspection and examination by the SEC and filing requirements on Form ADV and Form PF. Should WDIP not meet any of the requirements
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of the Investment Advisers Act, it could face, among other things, fines, penalties, legal proceedings, an order to cease and desist, or revocation of its registration.
Requirements of Registered Broker-dealersBroker-Dealers
Under the Exchange Act and as a member of the Financial Industry Regulatory Authority (“FINRA”), Zelman is required to follow the various rules and regulations applicable to broker-dealers. These rules and regulations cover, among other things, sales practices, fee
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arrangements, disclosures to clients, capital adequacy, use and safekeeping of clients’ funds and securities, recordkeeping and reporting and the qualification and conduct of officers, employees and independent contractors. Broker-dealers are subject to periodic inspection and examination by the SEC and FINRA. Should Zelman not meet any of the requirements, Zelman may receive a deficiency letter identifying potential compliance issues that must be addressed and may face enforcement actions if any violations or compliance issues are not resolved.
Human Capital Resources
AtAs of December 31, 2021,2022, we had a total of 1,3051,451 employees, a 32%an 11% increase from the prior year, including 23227 new bankers and brokers. This growth was primarily due to the expansion of our business, our recruiting efforts, and strategic acquisitionsthe GeoPhy acquisition in 2021.2022. None of our employees are represented by a union or subject to a collective bargaining agreement, and we have never experienced a work stoppage.
Our human capital strategy is to create a valued culture that allows us to attract and retain the very best talent in our industry, provideindustry. We take a people-first approach to culture, providing competitive pay and benefits, andworking to ensuredeliver an experience that ensures all of our employees are includedprovided with opportunities for support, growth, and feel welcome everywhere in our Company.advancement throughout their tenure. We believe the core values that make up “The Walker Way” represent who we are: an employee base that is driven, caring, collaborative, insightful, and tenacious. We strive to build a great place to work for all employees and to be a leader in diversity, equity, and inclusion.inclusion (“DE&I”). In 2021,2022, we were recognized as one of Fortune’sin Fortune Magazine’s Great Place to Work’s® Best Small and Medium Workplaces™Workplaces in Financial Services & Insurance for the eighthseventh time, with 95%94% of our survey respondents having said: “Taking everything into account, I would say this is a great place to work.”
Talent
We are committed to recruiting, developing and retaining a diverse workforce. All employees take part in our rigorous goal setting, performance review, and 360 feedback program each year. In 2021, we introduced pilot mentoring and sponsorship programs. We monitor and evaluate various talent metrics and report to management monthly on hiring, turnover, promotions, and promotions.DE&I metrics. The following table summarizes our key human capital metrics over the last two years:
| | | | | | | | | | | ||
| | As of December 31, | | As of December 31, | ||||||||
Human Capital Metric: | | 2021 |
| 2020 | | 2022 |
| 2021 | ||||
Overall | | | | | | | | | | | | |
Voluntary annualized turnover rate | | | 12% | | 4% | | | 11% | | | 12% | |
Average tenure (years) | | | 3.6 | | | 4.9 | | | 3.8 | | | 3.6 |
Diversity | | | | | | | | | | | | |
Percent of women employees | | | 36% | | | 36% | | | 36% | | | 36% |
Percent of women employees in management positions (1) | | 27% | | 25% | | | 28% | | | 27% | ||
Ethnic/racial diversity | | 23% | | 20% | ||||||||
Ethnic/racial diversity in management positions (1) | | 14% | | 11% | ||||||||
Percent of employees from underrepresented racial/ethnic groups | | | 22% | | | 23% | ||||||
Percent of employees from underrepresented racial/ethnic groups in management positions (1) | | | 13% | | | 14% |
(1) | Defined as Assistant Vice President and above. |
We are purposeful in our drive to promote an inclusive workplace, where our employees are engaged and can develop within the Company. As mentioned in the “Our Growth Strategy” section above, we have set ambitious quantitative 2025 goals related to diversity, equity, and inclusion (“DEI”)DE&I and tied a portion of our Named Executive Officer’s short-term annual incentive compensation to makingdrive advances toward our longer-term DEIDE&I vision. Additionally, all employees have community standard and diversity, equity, and inclusion goals. In 2021,2022, we completed an equity audit conducted by COQUAL to identify opportunities and priorities for our 2022 DEI goal setting framework. We developed a Black Equity DEIbegan implementing the DE&I action plan as part ofresulting from COQUAL and Management Leadership for Tomorrow’s (“MLT”) Black Equity at Work audits we conducted in 2021. We developed a Hispanic Equity action plan as part of MLT's inaugural BlackHispanic Equity at Work Certification. MLT approved our Hispanic Equity at Work plan which isand awarded us a milestoneBronze Certification for our progress toward the Black Equity at Work plan we adopted in 2021. Both are milestones on the journey to achieve their certification that represents our commitment to make comprehensive progress through rigorous, sustained action, ongoing data-driven improvement, and accountability. Additionally, we participatedare included in the Bloomberg Gender Equality Index (“GEI”) for the first time. Thesecond time, the level and quality of our disclosures surrounding gender equality earned us inclusion inagain for 2023. Through our diversity, equity, and inclusion program we sponsor employee resource groups (“ERGs”) including, but not limited to the Bloomberg GEI for 2022. Through the Company’s Council for Diversity &following: Black, Latino/a, LGBTQIA+, AAPI, Military/Veterans, and Caregivers. Our ERGs provide our employees with community, fostering education, awareness, support, and advocacy.
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Inclusion, we offer employee resource groups including, but not limited to the following groups: Black, Latinx, women, LGBTQ+ and working caregivers.
Health and Safety
We are committed to the health, safety, and wellness of our employees. We offer various programs to support the well-being of our employees, including flexible working arrangements, a caregiver support program, and a robust wellness program that includes subsidies of up to $150 per month paid to employees for qualifying wellness activities, promoting both physical and mental health. In response to the pandemic, we continued precautionary policies to protect and supportMore than half of our employees that were implementedparticipate in 2020, including remote working,this program. In 2022, we increased our focus on mental health through numerous employee-focused campaigns and additional time offtraining for vaccinations,our entire human resources function. All of our offices are open, and a COVID-19 assistance grant program for employees in need. As statewe support two days per week work-from-home, with the ability to exercise more flexibility. We believe this keeps the focus on both our culture and local jurisdictions began lifting COVID restrictions, we implemented new policiescommitment to meeting employees’ personal and procedures to allow our employees to return to the office on a voluntary basis, including requiring employees to be vaccinated to enter the office in the third quarter of 2021health needs front and the use of personal protective equipment, consistent with local and state guidelines. As of December 31, 2021, all our employees have the option to return to the office, while also having the flexibility to work remotely.center.
Employee BenefitsTotal Rewards
To attract and retain the very best talent in the industry, we are committed to providing a total compensation and benefits package that is highly competitive. We offer competitive wages, healthcarehealth and insurance benefits, paid time off, various leave programs, a service awards program ranging from $2,000 to $25,000 for three to 40 years of service, a 401(k) Company match, wellness benefits, and health savings plans. We benchmark our total rewards programs at least annually and regularly conduct pay equity analyses. We also offer paid time off for employees to volunteer in ourtheir communities, in addition to Company-sponsored volunteer events, and provide monetary donations to the charity of an employee’s choice as well as a matching fund program where we match employees’ eligible charitable contributions and/or time spent volunteering up to a specified amount.$1,000. In addition, we support the development and advancement of our employees and provide reimbursements for certain professional certifications and higher education.
In recognition of the role our employees play as stewards of the “Walker Way”,Way,” we have historically granted broad-based restricted stock awards to our employees. In December 2020, on the 10-year anniversary of our initial public offering, we granted restricted stock to our employees, excluding senior management. The grant vests ratably over a three-year period, with the firstfinal vesting occurring in December 2021.2023.
Together with our employees, we continue our journey to be a great place to work. We are consistently evaluating our programs and policies to uphold and support our culture, our values and our people.
Available Information
We file annual, quarterly, and current reports, proxy statements, and other information with the SEC. These filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov.
Our principal Internet website can be found at http://www.walkerdunlop.com. The content within or accessible through our website is not part of this Annual Report on Form 10-K. We make available free of charge, on or through our website, access to our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after such material is electronically filed, or furnished, to the SEC.
Our website also includes a corporate governance section which contains our Corporate Governance Guidelines (which includes our Director Responsibilities and Qualifications), Code of Business Conduct and Ethics, Code of Ethics for Principal Executive Officer and Senior Financial Officers, Board of Directors’ Committee Charters for the Audit, Compensation, and Nominating and Corporate Governance Committees, Complaint Procedures for Accounting and Auditing Matters, and the method by which interested parties may contact our Ethics Hotline.
In the event of any changes to these charters, codes, or guidelines, changed copies will also be made available on our website. If we waive or amend any provision of our code of ethics, we will promptly disclose such waiver or amendment as required by SEC or New York Stock Exchange (“NYSE”) rules. We intend to promptly post any waiver or amendment of our Code of Ethics for Principal Executive Officer and Senior Financial Officers to our website.
You may request a copy of any of the above documents, at no cost to you, by writing or telephoning us at: Walker & Dunlop, Inc., 7272 Wisconsin Avenue, Suite 1300, Bethesda, Maryland 20814, Attention: Investor Relations, telephone (301) 215-5500. We will not send exhibits
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to these reports, unless the exhibits are specifically requested, and you pay a modest fee for duplication and delivery.
Item 1A. Risk Factors
Investing in our common stock involves risks. You should carefully consider the following risk factors, together with all the other information contained in this Annual Report on Form 10-K, before making an investment decision to purchase our common stock. The
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realization of any of the following risks could materially and adversely affect our business, prospects, financial condition, results of operations, and the market price and liquidity of our common stock, which could cause you to lose all or a significant part of your investment in our common stock. Some statements in this Annual Report, including statements in the following risk factors, constitute forward-looking statements. See “Forward-Looking Statements” for more information.
Risks Relating to Our Business
The loss of, changes in, or disruptions to our relationships with the Agencies and institutional investors would adversely affect our ability to originate commercial real estate loans, which would materially and adversely affect us.
Currently, we originate a majorityall of our loans held for sale through the Agencies’ programs. We are approved as a Fannie Mae DUS® lender nationwide, a Fannie Mae Multifamily Small Loan lender, a Freddie Mac Optigo® lender nationally for Conventional, Seniors Housing, Targeted Affordable Housing and Small Balance Loans, a HUD MAP lender nationwide, a HUD LEAN lender nationally, and a Ginnie Mae issuer. Our status as an approved lender affords us a number of advantages and may be terminated by the applicable Agency at any time. The loss of such status would, or changes in our relationships could, prevent us from being able to originate commercial real estate loans for sale through the particular Agency, which would materially and adversely affect us. It could also result in a loss of similar approvals from the other Agencies. Additionally, federal budgetary policies also impact our ability to originate loans, particularly if they have a negative impact on the ability of the Agencies to do business with us. Changes in fiscal, monetary, and budgetary policies and the operating status of the U.S. government are beyond our control, are difficult to predict, and could materially and adversely affect us. During periods of limited or no U.S. government operations, our ability to originate HUD loans may be severely constrained. The impact that limited or dormant government operations may have on our HUD lending depends on the duration of such impacted operations.
We also broker loans on behalf of certain life insurance companies, investment banks, commercial banks, pension funds, CMBS conduits, and other institutional investors that directly underwrite and provide funding for the loans at closing. In cases where we do not fund the loan, we act as a loan broker. If these investors discontinue their relationship with us and replacement investors cannot be found on a timely basis, we could be adversely affected.
A change to the conservatorship of Fannie Mae and Freddie Mac and related actions, along with any changes in laws and regulations affecting the relationship between Fannie Mae and Freddie Mac and the U.S. federal government or the existence of Fannie Mae and Freddie Mac, could materially and adversely affect our business.
Currently, we originate a majority of our loans for sale through the GSEs’ programs. Additionally, a substantial majority of our servicing portfolio represents loans we service through the GSEs’ programs. Changes in the business charters, structure, or existence of one or both of the GSEs could eliminate or substantially reduce the number of loans we originate with the GSEs, which in turn would lead to a reduction in fees related to such loans. These effects would likely cause us to realize significantly lower revenues from our loan originations and servicing fees, and ultimately would have a material adverse impact on our business and financial results.
In September 2008, the GSEs’ regulator, the Federal Housing Finance Agency (the “FHFA”), placed each GSE into conservatorship. The conservatorship is a statutory process designed to preserve and conserve the GSEs’ assets and property and put them in a sound and solvent condition. The conservatorships have no specified termination dates and there continues to be significant uncertainty regarding the future of the GSEs, including how long they will continue to exist in their current forms, the extent of their roles in the housing markets and whether or in what form they may exist following conservatorship.
As the primary regulator and the conservator of the GSEs, the FHFA has taken a number of steps during conservatorship to manage the GSEs’ multifamily business activities. Since 2013, the FHFA has established limits on the volume of new multifamily loans that may be purchased annually by the GSEs (“caps”). In October 2021,November 2022, the FHFA updated the GSE’sGSEs’ loan origination caps to $78.0$75.0 billion for the four-quarter period beginning with the first quarter of 2022 through the fourth quarter of 2022.January 1, 2023 and ending December 31, 2023. The new caps apply to all multifamily business with no exclusions. The FHFA also directed that at least 50.0% of the GSEs’ multifamily business be mission-driven, affordable housing. We cannot predict whether FHFA will implement further regulatory and other policy changes that will modify the GSEs’ multifamily businesses.
Congress has considered various housing finance reform bills since the GSEs went into conservatorship in 2008. Several of the bills have called for the winding down or receivership of the GSEs. We expect Congress to continue considering housing finance reform in the
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future, including conducting hearings and considering legislation that could alter the housing finance system. We cannot predict the prospects for the enactment, timing or content of legislative proposals regarding the future status of the GSEs.
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We are subject to risk of loss in connection with defaults on loans, including loans sold under the Fannie Mae DUS program, and could experience significant servicing advance obligations in connection with Fannie Mae and HUD loans we originate, that could materially and adversely affect our results of operations and liquidity.
As a loan servicer, we maintain the primary contact with the borrower throughout the life of the loan and are responsible, pursuant to our servicing agreements with the Agencies and institutional investors, for asset management. We are also responsible, together with the applicable Agency or institutional investor, for taking actions to mitigate losses. Our asset management process may be unsuccessful in identifying loans that are in danger of underperforming or defaulting or in taking appropriate action once those loans are identified. While we can recommend a loss mitigation strategy for the Agencies, decisions regarding loss mitigation are within the control of the Agencies. Previous turmoil in the real estate, credit and capital markets have made this process even more difficult and unpredictable. When loans become delinquent, we may incur additional expenses in servicing and asset managing the loan and are typically required to advance principal and interest payments and tax and insurance escrow amounts.
All of these items discussed above could have a negative impact on our cash flows. Because of the foregoing, a rise in delinquencies could have a material adverse effect on us. Under the Fannie Mae DUS program, we originate and service multifamily loans for Fannie Mae without having to obtain Fannie Mae's prior approval for certain loans, as long as the loans meet the underwriting guidelines set forth by Fannie Mae. In return for the delegated authority to make loans and the commitment to purchase loans by Fannie Mae, we must maintain minimum collateral and generally are required to share risk of loss on loans sold through Fannie Mae. Under the full risk-sharing formula, we are required to absorb the first 5% of any losses on the unpaid principal balance of a loan at the time of loss settlement, and above 5% we are required to share the loss with Fannie Mae, with our maximum loss generally capped at 20% of the original unpaid principal balance of a loan. In addition, Fannie Mae can double or triple our risk-sharing obligations if the loan does not meet specific underwriting criteria or if the loan defaults within 12 months of its sale to Fannie Mae. Fannie Mae also requires us to maintain collateral, which may include pledged securities, for our risk-sharing obligations. As of December 31, 2021,2022, we had pledged securities of $149.0$157.3 million as collateral against future losses related to $49.6$54.2 billion of loans outstanding that are subject to risk-sharing obligations, as more fully described under “Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” which we refer to as our “at-risk balance.” Fannie Mae collateral requirements may change in the future. As of December 31, 2021,2022, our allowance for risk-sharing as a percentage of the at-risk balance was 0.13%0.08%, or $62.6$44.1 million, and reflects our current estimate of our future expected payouts under our risk-sharing obligations. Over the past 10 years, we have settled $22.0 million of risk-sharing losses, or 1.2 basis points of the average at-risk balance. We cannot ensure that our estimate of the allowance for risk-sharing obligations will be sufficient to cover future actual write offs. Other factors may also affect a borrower's decision to default on a loan, such as property, cash flow, occupancy, maintenance needs, and other financing obligations. As of December 31, 2021,2022, there were threetwo loans with an aggregate unpaid principal balance of $78.7$37.0 million and an aggregate collateral-based reserve of $4.4 million that had defaulted and are awaiting ultimate disposition. If loan defaults increase, actual risk-sharing obligation payments under the Fannie Mae DUS program may increase, and such defaults and payments could have a material adverse effect on our results of operations and liquidity. In addition, any failure to pay our share of losses under the Fannie Mae DUS program could result in the revocation of our license from Fannie Mae and the exercise of various remedies available to Fannie Mae under the Fannie Mae DUS program.
A reduction in the prices paid for our loans and services or an increase in loan or security interest rates required by investors could materially and adversely affect our results of operations and liquidity.operations.
Our results of operations and liquidity could be materially and adversely affected if the Agencies or institutional investors lower the price they are willing to pay to us for our loans or services or adversely change the material terms of their loan purchases or service arrangements with us. Multiple factors determine the price we receive for our loans. With respect to Fannie Mae-related originations, our loans are generally sold as Fannie Mae-insured securities to third-party investors. With respect to HUD-related originations, our loans are generally sold as Ginnie Mae securities to third-party investors. In both cases, the price paid to us reflects, in part, the competitive market bidding process for these securities.
We sell loans directly to Freddie Mac. Freddie Mac may choose to hold, sell or later securitize such loans. We believe terms set by Freddie Mac are influenced by similar market factors as those that impact the price of Fannie Mae–insured or Ginnie Mae securities, although the pricing process differs. With respect to loans that are placed with institutional investors, the origination fees that we receive from borrowers are determined through negotiations, competition, and other market conditions.
Loan servicing fees are based, in part, on the risk-sharing obligations associated with the loan and the market pricing of credit risk. The credit risk premium offered by Fannie Mae for new loans can change periodically but remains fixed once we enter into a commitment to sell the loan. Over the past several years, Fannie Mae loan servicing fees have generally been higher than for other products principally due to the
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market pricing of credit risk. There can be no assurance that such fees will continue to remain at such levels or that such levels will be sufficient if delinquencies occur.
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Servicing fees for loans placed with institutional investors are negotiated with each institutional investor pursuant to agreements that we have with them. These fees for new loans vary over time and may be materially and adversely affected by a number of factors, including competitors that may be willing to provide similar services at lower rates.
A significant portion of our revenue is derived from loan servicing fees, and declines in or terminations of servicing engagements or breaches of servicing agreements including from nonperformance by third parties that we engage for back-office loan servicing functions, could have a material adverse effect on us.
We expect that loan servicing fees will continue to constitute a significant portion of our revenues for the foreseeable future. Nearly all of these fees are derived from loans that we originate and sell through the Agencies’ programs or place with institutional investors. A decline in the number or value of loans that we originate for these investors or terminations of our servicing engagements will decrease these fees. HUD has the right to terminate our current servicing engagements for cause. In addition to termination for cause, Fannie Mae and Freddie Mac may terminate our servicing engagements without cause by paying a termination fee. Our institutional investors typically may terminate our servicing engagements at any time with or without cause, without paying a termination fee. We are also subject to losses that may arise from servicing errors, such as a failure to maintain insurance, pay taxes, or provide notices. In addition, we have contracted with third parties to perform certain routine back-office aspects of loan servicing. If we or any of these third parties fails to perform, or we breach or the third parties cause us to breach our servicing obligations to the Agencies or institutional investors, our servicing engagements may be terminated. Declines or terminations of servicing engagements or breaches of such obligations could materially and adversely affect us.
If a significant number of our loan warehouse facilities, on which we are highly dependent, are terminated or reduced, we may be unable to find replacement financing on favorable terms, or at all, which would have a material adverse effect on us.
We require a significant amount of short-term funding capacity forto finance Agency loans we originate. As of December 31, 2021,2022, we had $4.1$3.9 billion of committed and uncommitted loan funding available through sevenfive commercial banks and $1.5 billion of uncommitted funding available through Fannie Mae’s As Soon As Pooled (“ASAP”) program. Additionally, consistent with industry practice, our existing Agency Warehouse Facilities are typically one-yearloan warehouse facilities requiringhave terms of one year, and therefore require annual renewal. If a significant number of our committed facilities are reduced, terminated, or are not renewed or our uncommitted facilities are not honored, we may be unable to find replacement financing on favorable terms, or at all, and we might not be able to originate loans, which would have a material adverse effect on us. Additionally, as our business continues to expand, we may need additional warehouse funding capacity for loans we originate. There can be no assurance that, in the future, we will be able to obtain additional warehouse funding capacity on favorable terms, on a timely basis, or at all.
If we fail to meet or satisfy any of the financial or other covenants included in our warehouse facilities, we would be in default under one or more of these facilities and our lenders could elect to declare all amounts outstanding under the facilities to be immediately due and payable, enforce their interests against loans pledged under such facilities and/or restrict our ability to make additional borrowings. These facilities also contain cross-default provisions, such that if a default occurs under any of our debt agreements, generally the lenders under our other debt agreements could also declare a default. These restrictions (and restrictions included in our long-term debt agreement) may interfere with our ability to obtain financing or to engage in other business activities, which could materially and adversely affect us. There can be no assurance that we will maintain compliance with all financial and other covenants included in our loan warehouse facilities in the future.
We may be required to repurchase loans or indemnify loan purchasers if there is a breach of a representation or warranty made by us in connection with the sale of loans through the programs of the Agencies, which could have a material adverse effect on us.
We must make certain representations and warranties concerning each loan originated by us for the Agencies’ programs. The representations and warranties relate to our practices in the origination and servicing of the loans and the accuracy of the information being provided by us. For example, we are generally required to provide, among others, the following representations and warranties: we are authorized to do business and to sell or assign the loan; the loan conforms to the requirements of the Agencies and certain laws and regulations; the underlying mortgage represents a valid lien on the property and there are no other liens on the property; the loan documents are valid and enforceable; taxes, assessments, insurance premiums, rents and similar other payments have been paid or escrowed; the property is insured, conforms to zoning laws and remains intact; and we do not know of any issues regarding the loan that are reasonably expected to cause the loan to be delinquent or unacceptable for investment or adversely affect its value. We are permitted to satisfy certain of these representations and warranties by furnishing a title insurance policy.
In the event of a breach of any representation or warranty concerning a loan, investors could, among other things, require us to repurchase the full amount of the loan and seek indemnification for losses from us, or, for Fannie Mae DUS loans, increase the level of risk-sharing on the loan. Our obligation to repurchase the loan is independent of our risk-sharing obligations. The Agencies could require us to repurchase the loan
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if representations and warranties are breached, even if the loan is not in default. Because the accuracy of many such representations and warranties generally is based on our actions or on third-party reports, such as title reports and environmental reports, we may not receive similar representations and warranties from other parties that would serve as a claim against them. Even if we receive representations and warranties from third parties and have a claim against them, in the event of a breach, our ability to recover on any such claim may be limited. Our ability to recover against a borrower that breaches its representations and warranties to us may be similarly limited. Our ability to recover on a claim against any party would also be dependent, in part, upon the financial condition and liquidity of such party. There can be no assurance that we,
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our employees or third parties will not make mistakes that would subject us to repurchase or indemnification obligations. Any significant repurchase or indemnification obligations imposed on us could have a material adverse effect on us.
We have made various investments in interim loans whichthat are funded with corporate capital. These investments may involve a greater risk of loss than our traditional real estate lending activities.
We use corporate capital to make investments in (i) loans under the Interim Loan Program, (ii) joint ventures and other equity method investments, (iii) loans to our LIHTC joint venture partners and (iv) investments in LIHTC tax credit equity. Below we discuss the risks associated with these investments.
(i) | Interim Loan Program |
Under the Interim Loan Program, we offer short-term, floating-rate loans to borrowers seeking to acquire or reposition multifamily properties that do not currently qualify for permanent financing. Such a borrower often has identified a transitional asset that has been under-managed and/or is located in a recovering market. If the market in which the asset is located fails to recover according to the borrower’s projections, or if the borrower fails to improve the quality of the asset’s management and/or the value of the asset, the borrower may not receive a sufficient return on the asset to satisfy the interim loan, and we bear the risk that we may not recover some or all of the loan balance. In addition, borrowers usually use the proceeds of a long-term mortgage loan to repay an interim loan. We may therefore be dependent on a borrower’s ability to obtain permanent financing to repay our interim loan, which could depend on market conditions and other factors. Further, interim loans may be relatively less liquid than loans against stabilized properties due to their short life, their potential unsuitability for securitization, any unstabilized nature of the underlying real estate and the difficulty of recovery in the event of a borrower’s default. This lack of liquidity may significantly impede our ability to respond to adverse changes in the performance of loans in the Interim Program and may adversely affect the fair value of such loans and the proceeds from their disposition. Carrying loans for longer periods of time on our balance sheet exposes us to greater risks of loss than we currently face for loans that are pre-sold or placed with investors, including, without limitation, 100% exposure for defaults and impairment charges, which may adversely affect our profitability. At December 31, 2021, we held loans under
(ii) | Joint ventures and other equity method investments |
We make investments in various joint ventures, including with select developers of LIHTC properties and as part of the Interim Loan Program JV. We are also an investor in various venture capital funds with an outstanding principal balancea specific focus on identifying and investing in property technology and financial technology companies with a predominant focus on the housing and commercial real estate sectors. We bear the risk that these investments will not be able to generate sufficient cash flows for us to fully recover our capital contributions. These investments are included in Other assets on the Consolidated Balance Sheets.
(iii) | Loans to our LIHTC joint venture partners |
To provide capital support the partners in our LIHTC joint ventures, who are the developers of $235.5 million. One loanLIHTC properties, we provide loans to these partners. The funds from these loans are used to prepare a property for development and ultimately to be syndicated into a LIHTC fund. These loans are generally short-term and repaid with proceeds from construction loans or permanent loans from third-party sources or proceeds from the sale to LIHTC funds. We face risk that these loans to our joint venture partners may not be repaid if loans from third parties cannot be obtained or the property is not sold to a LIHTC fund.
(iv) | Investments in LIHTC tax credit equity |
We acquire interests in tax credit property partnerships for sale to LIHTC investment funds and, at any point in time, the aggregate amount of funds advanced can be material. Recovery of these investments is subject to our ability to attract investors to new investment funds.
We have contractual obligations that will require significant uses of capital. Our ability to fund these uses of capital is dependent on both our results of operations and our ability to access capital markets. A decline in the portfolio, totaling $14.7 million, is currentlyresults of our operations, an inability to access capital markets, or an increase in default.the cost of capital may materially affect our operations.
As discussed in “Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” we have made commitments to fund (i) equity-method investments, (ii) investments in affordable housing partnerships to be syndicated into LIHTC investment funds, and (iii) earnout payments from acquisitions, and we also must satisfy collateral requirements for our Fannie Mae DUS risk-sharing obligations and the operational liquidity requirements of Fannie Mae, Freddie Mac, HUD, Ginnie Mae, and our warehouse facility lenders.To fund these cash flow obligations, we typically use cash generated from our operations and, when necessary, from funds raised in the capital markets. A significant decline in our operational performance, an inability to access capital markets for funding, or a sharp rise in our cost of capital could adversely affect our ability to meet these future obligations.
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We are dependent upon the success of the multifamily real estate sector and conditions that negatively impact the multifamily sector may reduce demand for our products and services and materially and adversely affect us.
We provide commercial real estate financial products and services primarily to developers and owners of multifamily properties. Accordingly, the success of our business is closely tied to the overall success of the multifamily real estate market. Various changes in real estate conditions may impact the multifamily sector. Any negative trends in such real estate conditions may reduce demand for our products and services and, as a result, adversely affect our results of operations. These conditions include:
● | an oversupply of, or a reduction in demand for, multifamily housing; |
● | a change in policy or circumstances that may result in a significant number of current and/or potential residents of multifamily properties deciding to purchase homes instead of renting; |
● | rent control, rent forbearance, or stabilization laws, or other laws regulating multifamily housing, which could affect the profitability or values of multifamily developments; |
● | the inability of residents and tenants to pay rent; |
● | changes in the tax code related to investment real estate; |
● | increased competition in the multifamily sector based on considerations such as the attractiveness, location, rental rates, amenities, and safety record of various properties; and |
● | increased operating costs, including increased real property taxes, maintenance, insurance, and utilities costs. |
Moreover, other factors may adversely affect the multifamily sector, including general business, economic and market conditions, fluctuations in the real estate and debt capital markets, changes in government fiscal and monetary policies, regulations and other laws, rules and regulations governing real estate, zoning or taxes, changes in interest rate levels, the potential liability under environmental and other laws, and other unforeseen events. Any or all of these factors could negatively impact the multifamily sector and, as a result, reduce the demand for our products and services. Any such reduction could materially and adversely affect us.
The loss of our key management could result in a material adverse effect on our business and results of operations.
Our future success depends to a significant extent on the continued services of our senior management, particularly William Walker, our Chairman and Chief Executive Officer. The loss of the services of any of these individuals could have a material adverse effect on our business
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and results of operations. We maintain a robust succession planning process for all of our senior management and regularly update our Board on such developments. In addition, we maintain “key person” life insurance only on Mr. Walker, and the insurance proceeds from such insurance may be insufficient to cover the cost associated with recruiting a new Chief Executive Officer.
We intend to drive a significant portion of our future growth through additional strategic acquisitions or investments in new ventures and new lines of business. If we do not successfully identify, complete and integrate such acquisitions or investments, our growth may be limited. Additionally, expansion of our business may place significant demands on our administrative, operational, and financial resources, and the acquired businesses or new ventures may not perform as we expect them to or become profitable.
We intend to pursue continued growth by acquiring or starting complementary businesses, but we cannot guarantee such efforts will be successful or profitable. We do not know whether the favorable conditions that have enabled our past growth through acquisitions and strategic investments will continue. The identification of suitable acquisition candidates and new ventures can be difficult, time consuming and costly, and we may not be able to successfully complete identified acquisitions or investments in new ventures on favorable terms, or at all.
In addition, if our growth continues, it could increase our expenses and place additional demands on our management, personnel, information systems, and other resources. Sustaining our growth could require us to commit additional management, operational and financial resources to maintain appropriate operational and financial systems to adequately support expansion. Acquisitions or new investments also typically involve significant costs related to integrating information technology, accounting, reporting, and management services and rationalizing personnel levels and may require significant time to obtain new or updated regulatory approvals from the Agencies and other federal and state authorities. Negative impacts of acquisitions of new ventures that could have a material and adverse effect on us include diversion of management's attention from the regular operations of our business and potential loss of our key personnel, inability to hire and retain qualified bankers and brokers, and inability to achieve the anticipated benefits of the acquisitions or new investments. There can be no assurance that we will be able to manage any growth effectively and any failure to do so could adversely affect our ability to generate revenue and control our expenses, which could materially and adversely affect us. In addition, future acquisitions or new investments could result in significantly dilutive issuances of equity securities or the incurrence of substantial debt, contingent liabilities, or expenses or other charges, which could also materially and adversely affect us.
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Our future success depends, in part, on our ability to expand or modify our business in response to changing client demands and competitive pressures. In some circumstances, we may determine to do so through the acquisition of complementary businesses or investments in new ventures rather than through internal growth.
There is a risk of unfavorable changes to, or elimination of governmental programs that could limit the product offerings of our affordable housing investment management services.
As discussed above under Part I, Item 1. Business “Our Business—Affordable Housing and Other Commercial Real Estate-related Investment Management Services,” our affordable housing investment management service derives revenue from the syndication of partnership interests in properties eligible for low-income housing tax credits, or LIHTCs. Although the LIHTC programs are a permanent part of the Tax Code and have historically enjoyed broad political support, Congress could repeal or modify the LIHTC provisions at any time or modify the tax laws so that the value of LIHTC benefits areis reduced. If the LIHTC provisions are repealed or adversely modified, the results of operations of our Affordable Housing Investment Management Services would be materially adversely affected.
Our role as a sponsor of investment funds and co-developer of affordable properties exposes us to risks of loss.
We advance funds to third-party developers and joint venture partners for short durations in connection with our LIHTC operations. The funds are used to fund the developer or joint venture partner in preparing a property for development and ultimately to be syndicated into a LIHTC fund. In connection with the sponsorship of investment funds, we act as a fiduciary to the investors in our investment funds. We advance funds to acquire interests in tax credit property partnerships for inclusion in investment funds and, at any point in time, the aggregate amount of funds advanced can be material. Recovery of these amounts is subject to our ability to attract investors to new investment funds. Also, in connection with the sponsorship of investment funds, we act as a fiduciary to the investors in our investment funds and could be liable in connection with our actions as a fiduciary. We could also be liable to investors in investment funds and third parties as a result of serving as general partner or special limited partner in various investment funds.
As a co-developer of affordable housing properties, we are exposed to development risks associated with the construction and lease-up of affordable housing properties. A failed project could result in financial and liquidity exposure to us for the completion of the project or the disposition of the project at a loss.
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Noncompliance with various legal requirements by the affordable housing partnerships could impair our investors’ right to LIHTCs and have a negative impact on our business.
The ability of investors in tax credit equity funds we sponsor to benefit from LIHTCs requires that the partnerships in which those funds invest operate affordable housing projects in compliance with a number of requirements in the Tax Code and the regulations thereunder. The loss of tax benefits could result under applicable laws if, among other things, the property is not occupied by a minimum percentage of residents whose income falls below specified levels, the level of rent charged to certain residents exceeds certain limits, or the fund's investment in the property is terminated through a sale or foreclosure of the property under certain circumstances. Failure to comply continuously with these requirements throughout a 15-year compliance period could result in loss of the right to those LIHTCs, including recapture of credits that were already taken. While we have no direct liability for such foregone credits, our prospective business and reputation could be negatively impacted by significant and repeated recapture of credits.
As a registered broker-dealer, Zelman is subject to extensive regulation that exposes us to a variety of risks associated with the securities industry, for which we have not been previously exposed.
Broker-dealer and other financial services firms are subject to extensive regulatory requirements under federal and state laws and regulations and self-regulatory organization (“SRO”) rules. Zelman is registered with the SEC as a broker-dealer under the Exchange Act and in the states in which Zelman conducts securities business and is a member of FINRA and other SROs. Zelman is subject to regulation, examination and disciplinary action by the SEC, FINRA and state securities regulators, as well as other governmental authorities and SROs with which Zelman is registered or licensed or of which Zelman is a member.
The regulations applicable to broker-dealers depend in part on the nature of the business conducted by the broker-dealer, and generally cover all aspects of the securities business, including, among other things, sales practices, fee arrangements, disclosures to clients, capital adequacy, use and safekeeping of clients’ funds and securities, recordkeeping and reporting and the qualification and conduct of officers, employees and independent contractors. As part of this regulatory scheme, broker-dealers are subject to regular and special examinations by the SEC and FINRA intended to determine their compliance with securities laws, regulations and rules. Following an examination’s conclusion, a broker-dealer may receive a deficiency letter identifying potential compliance or supervisory weaknesses or rule violations which the firm must address.
The SEC, FINRA and other governmental authorities and SROs may bring enforcement proceedings against firms and place other limitations on firms subject to their jurisdiction, as well as on their officers, directors, employees and independent contractors, whether arising out of an examination or otherwise, for violations of the securities laws, regulations and rules. Sanctions can include cease-and-desist orders, censures, fines, civil monetary penalties and disgorgement, limitations on a firm’s business activities, suspension, revocation of FINRA membership or expulsion of the firm from the securities industry. Criminal actions are referred to the appropriate criminal law enforcement agency. Similarly, the attorneys general of each state could bring legal action to ensure compliance with state securities laws, and regulatory agencies in foreign countries have similar authority. Any such proceeding against Zelman, or any of its associated persons, could harm our reputation, cause us to lose clients or fail to gain new clients and have a material adverse effect on our business.
Additionally, our acquisition of Zelman may invite increased scrutiny from the SEC, FINRA and other governmental authorities into the other financial services which we provide, particularly our debt brokerage and property sales services. While we believe that we are in compliance with all relevant securities laws, regulations and rules, these regulatory organizations may choose to investigate our business practices outside of those of our broker-dealer subsidiary. Such investigations, whether or not they result in enforcement proceedings or criminal actions, could harm our reputation, cause us to lose clients or fail to gain new clients and materially and adversely affect us. Financial services firms are also subject to rules and regulations relating to the prevention and detection of money laundering. The USA PATRIOT Act of 2001 (the “PATRIOT Act”) mandates that financial institutions, including broker-dealers and investment advisers, establish and implement anti-money laundering (“AML”) programs reasonably designed to achieve compliance with the Bank Secrecy Act of 1970 and the rules thereunder. Financial services firms must maintain AML policies, procedures and controls, designate an AML compliance officer to oversee the firm’s AML program, implement appropriate employee training and provide for annual independent testing of the program. Any failure to comply with AML requirements could subject us to disciplinary sanctions and other penalties.
Our ability to comply with applicable laws, rules and regulations will be largely dependent on our establishment and maintenance of compliance, supervision, recordkeeping and reporting and audit systems and procedures, as well as our ability to attract and retain qualified compliance, audit and risk management personnel. While we have adopted policies and procedures we believe are reasonably designed to comply with applicable laws, rules and regulations, these systems and procedures may not be fully effective, and there can be no assurance that regulators or third parties will not raise material issues with respect to our past or future compliance with applicable regulations.
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We may not be able to successfully integrate Alliant’s businesses into the Company in a timely fashion or at all and may encounter significant unexpected difficulties in integrating the businesses.
Prior to the Alliant acquisition, we and Alliant were independent organizations, each utilizing different systems, controls, processes and procedures. We are integrating Alliant’s systems, controls, processes, procedures and employees into ours. Our ability to fully realize the anticipated benefits of the Alliant acquisition will depend, to a large extent, on our ability to successfully integrate Alliant’s businesses into the Company. The overall integration may result in unanticipated problems, expenses, liabilities, loss of client relationships, expenditure of resources and distraction of management and other employees. The difficulties of combining the operations include, but are not limited to:
Therefore, there can be no assurance that the integration of Alliant’s businesses will result in the realization of the full benefits anticipated from the Alliant acquisition.
We may not be able to successfully integrate GeoPhy’s processes and employees into the Company in a timely fashion or at all and may encounter significant unexpected difficulties in integrating their processes and employees.
On February 4, 2022, we entered into a purchase agreement to acquire GeoPhy B.V. and expect the acquisition to close in the first quarter of 2022. The Company and GeoPhy are independent organizations, each utilizing different systems, controls, processes and procedures. Additionally, the majority of GeoPhy’s corporate operations and employees are located in the European Union. Following completion of the GeoPhy acquisition, our ability to fully realize the anticipated benefits of the acquisition will depend, to a large extent, on our ability to integrate GeoPhy’s processes and employees into the Company. The overall integration may result in unanticipated problems, expenses, liabilities, loss of client relationships, expenditure of resources and distraction of management and other employees. The difficulties of combining the operations include:
Therefore, there can be no assurance that the integration of GeoPhy’s processes and employees will result in the realization of the full benefits anticipated from the acquisition.
Risks Relating to Regulatory Matters
If we fail to comply with the numerous government regulations and program requirements of the Agencies, we may lose our approved lender status with these entities and fail to gain additional approvals or licenses for our business. We are also subject to changes in laws, regulations and existing Agency program requirements, including potential increases in reserve and risk retention requirements that could increase our costs and affect the way we conduct our business, which could materially and adversely affect us.
Our operations are subject to regulation by federal, state, and local government authorities, various laws and judicial and administrative decisions, and regulations and policies of the Agencies. These laws, regulations, rules, and policies impose, among other things, minimum net worth, operational liquidity and collateral requirements. Fannie Mae requires us to maintain operational liquidity based on a formula that considers the balance of the loan and the level of credit loss exposure (level of risk-sharing). Fannie Mae requires us to maintain collateral, which may include pledged securities, for our risk-sharing obligations. The amount of collateral required under the Fannie Mae DUS program is calculated at the loan level and is based on the balance of the loan, the level of risk-sharing, the seasoning of the loan, and our rating.
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Regulatory authorities also require us to submit financial reports and to maintain a quality control plan for the underwriting, origination and servicing of loans. Numerous laws and regulations also impose qualification and licensing obligations on us and impose requirements and restrictions affecting, among other things: our loan originations; maximum interest rates, finance charges and other fees that we may charge; disclosures to consumers; the terms of secured transactions; debt collection; personnel qualifications; and other trade practices. We also are subject to inspection by the Agencies and regulatory authorities. Our failure to comply with these requirements could lead to, among other
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things, the loss of a license as an approved Agency lender, the inability to gain additional approvals or licenses, the termination of contractual rights without compensation, demands for indemnification or loan repurchases, class action lawsuits and administrative enforcement actions.
RegulatoryAs a registered broker-dealer, one of our subsidiaries is subject to extensive regulation that exposes us to a variety of risks associated with the securities industry.
Broker-dealer and legal requirementsother financial services firms are subject to change. For example,extensive regulatory requirements under federal and state laws and regulations and self-regulatory organization (“SRO”) rules. One of our subsidiary entities, Zelman Partners, LLC (“Zelman Partners”) is registered with the SEC as a broker-dealer under the Exchange Act and in 2013, Fannie Mae increasedthe states in which Zelman Partners conducts securities business and is a member of FINRA and other SROs. Zelman Partners is subject to regulation, examination and disciplinary action by the SEC, FINRA and state securities regulators, as well as other governmental authorities and SROs with which Zelman Partners is registered or licensed or of which Zelman Partners is a member.
The regulations applicable to broker-dealers depend in part on the nature of the business conducted by the broker-dealer, and generally cover all aspects of the securities business, including, among other things, sales practices, fee arrangements, disclosures to clients, capital adequacy, use and safekeeping of clients’ funds and securities, recordkeeping and reporting and the qualification and conduct of officers, employees and independent contractors. As part of this regulatory scheme, broker-dealers are subject to regular and special examinations by the SEC and FINRA intended to determine their compliance with securities laws, regulations and rules. Following an examination’s conclusion, a broker-dealer may receive a deficiency letter identifying potential compliance or supervisory weaknesses or rule violations which the firm must address. Any such proceeding against Zelman Partners, or any of its collateral requirementsassociated persons, could harm our reputation, cause us to lose clients or fail to gain new clients and have a material adverse effect on loans classified by Fannie Maeour business.
Our ability to comply with applicable laws, rules and regulations will be largely dependent on our establishment and maintenance of compliance, supervision, recordkeeping and reporting and audit systems and procedures, as Tier II from 60 basis pointswell as our ability to 75 basis points.attract and retain qualified compliance, audit and risk management personnel. While we have adopted policies and procedures we believe are reasonably designed to comply with applicable laws, rules and regulations, these systems and procedures may not be fully effective, and there can be no assurance that regulators or third parties will not raise material issues with respect to our past or future compliance with applicable regulations.
If we fail to comply with laws, regulations and market standards regarding the privacy, use, and security of customer information, or if we are the target of a successful cyber-attack, we may be subject to legal and regulatory actions and our reputation would be harmed.
We receive, maintain, and store non-public personal information of our customers. The technology and other controls and processes designed to secure our customer information and to prevent, detect, and remedy any unauthorized access to that information were designed to obtain reasonable, not absolute, assurance that such information is secure and that any unauthorized access is identified and addressed appropriately. We, and our service providers, are regularly subject to and expect to continue to experience cyberattacks that are increasingly sophisticated, that are often designed to evade detection, and/or that seek to damage or disrupt our network, as well as those of our service providers, and other information systems. Certain of these cyberattacks have resulted in unauthorized access by third parties to information that we receive, maintain and store in the course of our business. Although these cyberattacks have not resulted in material financial impacts or disruptions to our business, given the accelerating scope, sophistication, and frequency of cyberattacks, there can be no assurance that the incidents we have experienced or any future incident will not materially impact our security, operations and financial results. Future cyberattacks, or the perception thereof, could result in a loss of data, operational disruptions, and even lost business and goodwill. Additionally, we could incur significant costs associated with the recovery from a cyber-attack, and these costs may exceed, or the events to which they relate, may be excluded from, coverage under, our cyber insurance.
If customer information is inappropriately accessed and used by a third party or an employee for illegal purposes, such as identity theft, we may be responsible for any losses the affected applicant or borrower may have incurred as a result of misappropriation. In such an instance, we may be liable to a governmental authority for fines or penalties associated with a lapse in the integrity and security of our customers' information. Additionally, if we are the target of a successful cyberattack, we may experience reputational harm that could impact our standing with our borrowers and adversely impact our financial results.
We regularly update our existing information technology systems and install new technologies when deemed necessary and regularly provide employee awareness training around phishing, malware, and other cyber risks and physical security to address the risk of cyber-attacks and other security breaches. However, such preventative measures may not be sufficient to prevent future cyberattacks or a breach of customer information. Additionally, most of our employees have workedwork remotely since March of 2020 and will continue to do so for the foreseeable future. While we have designed our controls and processes to operate in a remote working environment, there is a heightened risk such controls and processes may not detect or prevent unauthorized access to our information systems.
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In addition, we need to comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal data in the United States, Europe and elsewhere. For example, the European Union adopted the General Data Protection Regulation (“GDPR”), which became effective on May 25, 2018, and the State of California adopted the California Consumer Privacy Act of 2018 (“CCPA”). Both the GDPR and the CCPA impose additional obligations on companies regarding the handling of personal data and provide certain individual privacy rights to persons whose data is stored. Compliance with existing, proposed and recently enacted laws (including implementation of the privacy and process enhancements called for under the GDPR) and regulations can be costly; any failure to comply with these regulatory standards could subject us to legal and reputational risks.
Risks Related to Our Organization and Structure
Certain provisions of Maryland law could inhibit changes in control.
Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of deterring a third party from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-prevailing market price of our common stock.
We will beare subject to the “business combination” provisions of the MGCL that, subject to limitations, prohibit certain business combinations (including a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities) between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of our then outstanding voting power of our capital stock or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of our then outstanding voting power of our then outstanding capital stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder. After the five-year prohibition, any business combination between usstockholder, and an interestedthereafter impose fair price or supermajority stockholder generally must be recommended by our board of directors and approved by the affirmative vote of at least (i) 80% of the votes entitled to be cast by holders of outstanding shares of our voting capital stock; and (ii) two-thirds of the votes entitled to be cast by holders of voting capital stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. These super-majority vote requirements do not apply if our common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same
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form as previously paid by the interested stockholder for its shares.on these combinations. These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by a board of directors prior to the time that the interested stockholder becomes an interested stockholder.
The “control share” provisions of the MGCL provide that holders of “control shares” of a Maryland corporationthe Company (defined as shares which, when aggregated with other shares controlled by the stockholder (except solely by virtue of a revocable proxy) entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct and indirect acquisition of ownership or control of issued and outstanding "control shares"“control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding votes entitled to be cast by the acquirer of control shares, our officers and our personnel who are also our directors.
Certain provisions of the MGCL permit our board of directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to adopt certain mechanisms, some of which (for example, a classified board) we do not yet have. These provisions may have the effect of limiting or precluding a third party from making an acquisition proposal for us or of delaying, deferring or preventing a transaction or a change in control of our companythe Company under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then current market price. Our charter contains a provision whereby we elect at such time as we become eligible to do so, to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on our board of directors.
Our authorized but unissued shares of common and preferred stock may prevent a change in control of the Company.
Our charter authorizes us to issue additional authorized but unissued shares of common or preferred stock. In addition, our board of directors may, without stockholder approval, amend our charter to increase the aggregate number of shares of our common stock or the number of shares of stock of any class or series that we have authority to issue and classify or reclassify any unissued shares of common or preferred stock and set the preferences, rights and other terms of the classified or reclassified shares. As a result, our board of directors may establish a class or series of common or preferred stock with preferences, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of holders of our common stock or that could delay, defer, or prevent a transaction or a change in control of our companythe Company that might involve a premium price for shares of our common stock or otherwise be in the best interests of our stockholders.
Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit our stockholders’ recourse in the event actions are taken that are not in our stockholders’ best interests.
Under Maryland law generally, a director is required to perform his or her duties in good faith, in a manner he or she reasonably believes to be in the best interests of the Company and with the care that an ordinarily prudent person in a like position would use under similar
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circumstances. Under Maryland law, directors are presumed to have acted with this standard of care. In addition, our charter limits the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:
● | actual receipt of an improper benefit or profit in money, property or services; or |
● | active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated. |
Our charter and bylaws obligate us to indemnify our directors and officers for actions taken by them in those capacities to the maximum extent permitted by Maryland law. In addition, we are obligated to advance the defense costs incurred by our directors and officers. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist absent the current provisions in our charter and bylaws or that might exist with companies domiciled in jurisdictions other than Maryland.bylaws.
Our charter contains limitations on our stockholders’ ability to remove our directors, which could make it difficult for our stockholders to effect changes to our management.
Our charter provides that a director may only be removed for cause upon the affirmative vote of holders of two-thirds of the votes entitled to be cast in the election of directors. Vacancies may be filled only by a majority of the remaining directors in office, even if less than a quorum. These requirements make it more difficult to change our management by removing and replacing directors and may delay, defer, or prevent a change in control of our companythe Company that is in the best interests of our stockholders.
We are a holding company with minimal direct operations and rely largely on funds received from our subsidiaries for our cash requirements.
We are a holding company and conduct the majority of our operations through Walker & Dunlop, LLC, our operating company. We do not have, apart from our ownership of this operating company and certain other subsidiaries, any significant independent operations. As a result,
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we rely on distributions from our operating company to pay any dividends we might declare on shares of our common stock. We also rely largely on distributions from this operating company to meet any of our cash requirements, including our tax liability on taxable income allocated to us and debt payments.
In addition, because we are a holding company, any claims from common stockholders are structurally subordinated to all existing and future liabilities (whether or not for borrowed money) and any preferred equity of our operating company. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our operating company will be able to satisfy the claims of our common stockholders only after all of our and our operating company's liabilities and any preferred equity have been paid in full.
Risks Related to Our Financial Statements
Our financial statements are based in part on assumptions and estimates which, if wrong, could result in unexpected cash and non-cash losses in the future, and our financial statements depend on our internal control over financial reporting.
Pursuant to generally accepted accounting principles in the United States of America (“GAAP”), we are required to use certain assumptions and estimates in preparing our financial statements, including in determining credit loss reserves and the fair value of MSRs, among other items. We make fair value determinations based on internally developed models or other means which ultimately rely to some degree on management judgment. These and other assets and liabilities may have no direct observable price levels, making their valuation particularly subjective as they are based on significant estimation and judgment. Several of our accounting policies are critical because they require management to make difficult, subjective, and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. If assumptions or estimates underlying our financial statements are incorrect, losses may be greater than those expectations.
Our existing goodwill could become impaired, which may require us to take significant non-cash charges.
Under current accounting guidelines, we evaluate our goodwill at each of our reporting units for potential impairment annually or more frequently if circumstances indicate impairment may have occurred. In addition to the annual impairment evaluation, we evaluate at least quarterly whether events or circumstances have occurred in the period subsequent to the annual impairment testing which indicate that it is more likely than not an impairment loss has occurred. Any impairment of goodwill as a result of such analysis would result in a non-cash charge against earnings, which charge could materially adversely affect our reported results of operations, stockholders’ equity, and our stock price.
* * *
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Any factor described in this filing or in any of our other SEC filings could by itself, or together with other factors, adversely affect our financial results and condition. Refer to our quarterly reports on Form 10-Q filed with the SEC in 20222023 for material changes to the above discussion of risk factors.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our principal headquarters are located in Bethesda, Maryland. In January 2022, we relocated our principal headquarters to a new office building in Bethesda, Maryland that has a 15-year lease. We believe there is adequate alternative office space available at acceptable rental rates to meet our needs, although adverse movements in rental rates in some markets may negatively affect our results of operations and cash flows when we execute new leases.
Item 3. Legal Proceedings.
In the ordinary course of business, we may be party to various claims and litigation, none of which we believe is material. We cannot predict the outcome of any pending litigation and may be subject to consequences that could include fines, penalties, and other costs, and our reputation and business may be impacted. Our management believes that any liability that could be imposed on us in connection with the disposition of any pending lawsuits would not have a material adverse effect on our business, results of operations, liquidity, or financial condition.
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Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
Our common stock trades on the NYSE under the symbol “WD.” In connection with our initial public offering, our common stock began trading on the NYSE on December 15, 2010. As of the close of business on January 31, 2022,2023, there were 2624 stockholders of record. We believe that the number of beneficial holders is much greater.
Dividend Policy
During 2021,2022, our Board of Directors declared, and we paid, four quarterly dividends totaling $2.00$2.40 per share. In February 2022,2023, our Board of Directors declared a dividend for the first quarter of 20222023 of $0.60$0.63 per share, a 20%5% increase over the dividend declared for the fourth quarter of 2021.2022. We expect to make regular quarterly dividend payments for the foreseeable future.
Our current and projected dividends provide a return to stockholders while retaining sufficient capital to continue investing in the growth of our business. Our Term Loan (defined in Item 7 below) contains direct restrictions on the amount of dividends we may pay, and our warehouse debt facilities and agreements with the Agencies contain minimum equity, liquidity, and other capital requirements that indirectly restrict the amount of dividends we may pay. While the dividend level remains a decision of our Board of Directors, it is subject to these direct and indirect restrictions, and will continue to be evaluated in the context of future business performance. We currently believe that we can support future comparable quarterly dividend payments, barring significant unforeseen events.
Stock Performance Graph
The following chart graphs our performance in the form of a cumulative five-year total return to holders of our common stock since December 31, 20162017 in comparison to the Standard and Poor’s (“S&P”) 500 and the S&P 600 Small Cap Financials Index for that same five-year period. We believe that the S&P 600 Small Cap Financials Index is an appropriate index to compare us with other companies in our industry and that it is a widely recognized and used index for which components and total return information are readily accessible to our security holders to assist in their understanding of our performance relative to other companies in our industry.
The comparison below assumes $100 was invested on December 31, 20162017 in our common stock and in each of the indices shown and assumes that all dividends were reinvested. Our stock price performance shown in the following graph is not indicative of future performance or relative performance in comparison to the indices.
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Issuer Purchases of Equity Securities
Under the 2020 Equity Incentive Plan, subject to the Company’s approval, grantees have the option of electing to satisfy minimum tax withholding obligations at the time of vesting or exercise by allowing the Company to withhold and purchase the shares of stock otherwise issuable to the grantee. For the quarter and year ended December 31, 2021,2022, we purchased 2219 thousand shares and 174348 thousand shares, respectively, to satisfy grantee tax withholding obligations on share-vesting events. We announced a share repurchase program in the first quarter of 2021.2022. The repurchase program authorized by our Board of Directors permits us to repurchase up to $75.0 million of shares of our common stock over a 12-month period ending February 12, 2023. We did not purchase anypurchased 109 thousand shares under this share repurchase program. The Company had $63.9 million of authorized share repurchase capacity remaining as of December 31, 2022. In February 2023, our Board of Directors authorized the repurchase of up to $75.0 million of shares of our common stock over a 12-month period beginning on February 23, 2023.
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The following table provides information regarding common stock repurchases for the quarter and year ended December 31, 2021:2022:
| | | | | | | | | | | |
| | | | | | Total Number of | | Approximate | | ||
| | | | | | | Shares Purchased as | | Dollar Value | | |
| | Total Number | | Average | | Part of Publicly | | of Shares that May | | ||
|
| of Shares |
| Price Paid |
| Announced Plans |
| Yet Be Purchased Under | | ||
Period | | Purchased | | per Share | | or Programs | | the Plans or Programs | | ||
1st Quarter | | 131,063 | | $ | 102.19 | | — | | | | |
2nd Quarter | | 7,535 | | $ | 106.39 | | — | | | | |
3rd Quarter | | 13,713 | | $ | 108.21 | | — | | | | |
| | | | | | | | | | | |
October 1-31, 2021 | | 2,970 | | $ | 116.24 | | — | | | | |
November 1-30, 2021 | | — | | | — | | — | | | | |
December 1-31, 2021 | | 19,010 | | | 150.01 | | — | | | | |
4th Quarter |
| 21,980 | | $ | 145.45 | | — | | $ | 75,000,000 | |
Total |
| 174,291 | | | | | — | | | | |
| | | | | | | | | | | |
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On December 16, 2021, we issued 808,698 shares (the “Shares”) of our common stock as partial consideration for our acquisition of Alliant. The Shares are subject to restrictions, including a four-year, graded vesting sale restriction lifted in four annual 25% increments, with the first such vesting occurring on January 1, 2023. The Shares were issued in reliance upon an exemption from registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(a)(2) and/or Regulation D thereunder, as a transaction by an issuer not involving a public offering.
| | | | | | | | | | | |
| | | | | | Total Number of | | Approximate | | ||
| | | | | | | Shares Purchased as | | Dollar Value | | |
| | Total Number | | Average | | Part of Publicly | | of Shares that May | | ||
|
| of Shares |
| Price Paid |
| Announced Plans |
| Yet Be Purchased Under | | ||
Period | | Purchased | | per Share | | or Programs | | the Plans or Programs | | ||
1st Quarter | | 195,431 | | $ | 138.28 | | — | | | | |
2nd Quarter | | 119,303 | | $ | 103.09 | | 109,052 | | | | |
3rd Quarter | | 13,899 | | $ | 103.31 | | — | | | | |
| | | | | | | | | | | |
October 1-31, 2022 | | 3,093 | | $ | 83.73 | | — | | $ | 63,901,743 | |
November 1-30, 2022 | | 51 | | | 90.04 | | — | | | 63,901,743 | |
December 1-31, 2022 | | 16,249 | | | 80.89 | | — | | | 63,901,743 | |
4th Quarter |
| 19,393 | | $ | 81.36 | | — | | $ | 63,901,743 | |
Total |
| 348,026 | | | | | 109,052 | | | | |
| | | | | | | | | | | |
Securities Authorized for Issuance Under Equity Compensation Plans
For information regarding securities authorized for issuance under our employee share-based compensation plans, see Part III, Item 12.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the historical financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K. The following discussion contains, in addition to historical information, forward-looking statements that include risks and uncertainties. Our actual results may differ materially from those expressed or contemplated in those forward-looking statements as a result of certain factors, including those set forth under the headings “Forward-Looking Statements” and “Risk Factors” elsewhere in this Annual Report on Form 10-K.
Business
Walker & Dunlop, Inc. is a holding company, and we conduct the majority of our operations through Walker & Dunlop, LLC, our primary operating company.
We are one of the leading commercial real estate services and finance companies in the United States, with a primary focus on multifamily lending and property sales, commercial real estate debt brokerage, and affordable housing investment management. We originate, sell, and service a range of multifamily and other commercial real estate financing products to owners and developers of commercial real estate across the country, provide multifamily property sales brokerage and appraisal services in various regions throughout the United States, and engage in commercial real estate and affordable housing investment management activities. We are a leader in commercial real estate technology, developing and acquiring technology resources that (i) provide innovative solutions and a better experience for our customers and (ii) allow us to reach a broader customer base.
We originate and sell multifamily loans through the programs of Fannie Mae, Freddie Mac, Ginnie Mae, and HUD, with which we have licenses and long-established relationships. We retain servicing rights and asset management responsibilities on nearly all loans that we originate for the Agencies’ programs. We are approved as a Fannie Mae DUS lender nationally, a Freddie Mac Optigo lender nationally for Conventional, Seniors Housing, Targeted Affordable Housing and Small Balance Loans, a HUD MAP lender nationally, a HUD LEAN lender nationally, and a Ginnie Mae issuer. We broker and service loans for many life insurance companies, commercial banks, and other institutional investors, in which cases we do not fund the loan but rather act as a loan broker. Fannie Mae recently announced that we ranked as its largest DUS lender in 2022, by loan deliveries, for the fourth consecutive year, and Freddie Mac recently announced that we ranked as its 3rd largest Freddie Mac lender in 2022, by loan deliveries. Our market share with Fannie Mae and Freddie Mac grew to 12.7% on a combined basis, by loan deliveries, elevating us to the largest lender with the GSEs for the first time in our Company’s history. Additionally, we were the 2nd largest overall lender for HUD in 2022 based on initial endorsements.
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We fund loans for the Agencies’ programs, generally through warehouse facility financings, and sell them to investors in accordance with the related loan sale commitment, which we obtain at rate lock. Proceeds from the sale of the loan are used to pay off the warehouse facility. The sale of the loan is typically completed within 60 days after the loan is closed, and we retain the right to service substantially all of these loans. In cases where we do not fund the loan, we act as a loan broker and service some of the loans. Our mortgage bankers who focus on loan brokerage are engaged by borrowers to work with a variety of institutional lenders to find the most appropriate loan. These loans are then funded directly by the institutional lender, and for those brokered loans we service, we collect ongoing servicing fees while those loans remain in our servicing portfolio. The servicing fees we typically earn on brokered loan transactions are substantially lower than the servicing fees we earn on Agency loans.
We recognize revenue when we make simultaneous commitments to originate a loan to a borrower and sell that loan to an investor. The revenues earned reflect the fair value attributable to loan origination fees, premiums on the sale of loans, net of any co-broker fees, and the fair value of the expected net cash flows associated with servicing the loans, net of any guaranty obligations retained. We also recognize revenue when we receive the origination fee from a brokered loan transaction. Other transaction-related sources of revenue include (i) net warehouse interest income we earn while the loan is held for sale, (ii) net warehouse interest income from loans held for investment while they are outstanding, (iii) sales commissions for brokering the sale of multifamily properties, and (iv) syndication and transaction-based asset management fees from our investment management activities.
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We retain servicing rights on substantially all the loans we originate and sell and generate revenues from the fees we receive for servicing the loans, from the interest income on escrow deposits held on behalf of borrowers, and from other ancillary fees. Servicing fees set at the time an investor agrees to purchase the loan are generally paid monthly for the duration of the loan and are based on the unpaid principal balance of the loan. Our Fannie Mae and Freddie Mac servicing arrangements generally provide for prepayment to us in the event of a voluntary prepayment. For loans serviced outside of Fannie Mae and Freddie Mac, we typically do not have similar prepayment protections.
We are currently not exposed to unhedged interest rate risk during the loan commitment, closing, and delivery process. The sale or placement of each loan to an investor is negotiated concurrently with establishing the coupon rate for the loan. We also seek to mitigate the risk of a loan not closing. We have agreements in place with the Agencies that specify the cost of a failed loan delivery in the event we fail to deliver the loan to the investor. To protect us against such fees, we require a deposit from the borrower at rate lock that is typically more than the potential fee. The deposit is returned to the borrower only once the loan is closed. Any potential loss from a catastrophic change in the property condition while the loan is held for sale using warehouse facility financing is mitigated through property insurance equal to replacement cost. We are also protected contractually from an investor’s failure to purchase the loan. We have experienced a de minimis number of failed deliveries in our history and have incurred immaterial losses on such failed deliveries.
We have risk-sharing obligations on substantially all loans we originate under the Fannie Mae DUS program. When a Fannie Mae DUS loan is subject to full risk-sharing, we absorb losses on the first 5% of the unpaid principal balance of a loan at the time of loss settlement, and above 5% we share a percentage of the loss with Fannie Mae, with our maximum loss capped at 20% of the original unpaid principal balance of the loan (subject to doubling or tripling if the loan does not meet specific underwriting criteria or if the loan defaults within 12 months of its sale to Fannie Mae). Our full risk-sharing is currently limited to loans up to $300 million, which equates to a maximum loss per loan of $60 million (such exposure would occur in the event that the underlying collateral is determined to be completely without value at the time of loss). For loans in excess of $300 million, we receive modified risk-sharing. We also may request modified risk-sharing at the time of origination on loans below $300 million, which reduces our potential risk-sharing losses from the levels described above if we do not believe that we are being fully compensated for the risks of the transactions. The full risk-sharing limit in prior years was less than $300 million. Accordingly, loans originated in those prior years were subject to risk-sharing at much lower levels. Our servicing fees for risk-sharing loans include compensation for the risk-sharing obligations and are larger than the servicing fees we receive from Fannie Mae for loans with no risk-sharing obligations.
Our Interim Program offers floating-rate, interest-only loans for terms of generally up to three years to experienced borrowers seeking to acquire or reposition multifamily properties that do not currently qualify for permanent financing. We underwrite, asset-manage, and service all loans executed through the Interim Program. The ultimate goal of the Interim Program is to provide permanent Agency financing on these transitional properties. The Interim Program has two distinct executions: the Interim Program JV and the Interim Loan Program.
The Interim Program JV assumes full risk of loss while the loans it originates are outstanding. We hold a 15% ownership interest in the Interim Program JV and are responsible for sourcing, underwriting, servicing, and asset-managing the loans originated by the joint venture. The joint venture funds its operations using a combination of equity contributions from its owners and third-party credit facilities.
We originate and hold the Interim Loan Program loans for investment, which are included on our balance sheet. During the time that these loans are outstanding, we assume the full risk of loss. As of December 31, 2021,2022, we had 11nine loans held for investment under the Interim Loan Program with an aggregate outstanding unpaid principal balance of $235.5$206.8 million. One loan with a balance of $14.7 million is currently in default.
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During the year ended December 31, 2021, $860.02022, $86.3 million of the $1.4 billion$339.1 million of interim loan originations were executed through the joint venture, with the remainder originated through our Interim Loan Program. During the year ended December 31, 2020, $86.22021, $860.0 million of the $276.0 million$1.4 billion of interim loan originations were executed through the joint venture. As of December 31, 20212022 and 2020,2021, we asset-managed $848.2$892.8 million and $484.8$848.2 million, respectively, of interim loans on behalf of the Interim Program JV.
During the third quarter of 2018, we transferred a $70.1 million portfolio of participating interests in loans held for investment to a third party that was paid off in the second quarter of 2021. As of December 31, 2020, the balance of the portfolio was presented as loans held for investment with an offsetting amount for the secured borrowing included in Other Liabilities.
Through WDIS, we offer property sales brokerage services to owners and developers of multifamily properties that are seeking to sell these properties. Through these property sales brokerage services, we seek to maximize proceeds and certainty of closure for our clients using our knowledge of the commercial real estate and capital markets and relying on our experienced transaction professionals. Our property sales services are offered in various regions throughout the United States. We have added several property sales brokerage teams over the past few years and continue to seek to add other property sales brokers, with the goal of expanding these servicescontinuing to cover all majorexpand the depth and number of regions throughout the United States.covered by our brokerage services.
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WDIP, a wholly owned subsidiary of the Company, is part of our strategy to grow and diversify the Company by growing our investment management platform. WDIP is a registered investment adviser and general partner of private commercial real estate investment funds focused on the management of debt, preferred equity, and mezzanine equity investments inthrough private middle-market commercial real estate funds and separately managed accounts. WDIP’s current AUM of $1.3$1.4 billion primarily consist of fivefour sources: Fund III, Fund IV, Fund V, and Fund VI (collectively, the “Funds”), and separate accounts managed for life insurance companies. AUM for the Funds and for the separate accounts consists of both unfunded commitments and funded investments. Unfunded commitments are highest during the fund raising and investment phases. AUM disclosed in this Annual Report on Form 10-K may differ from regulatory assets under management disclosed on WDIP’s Form ADV.
WDIP typically receives management fees based on limited partner capital commitments, unfunded investment commitments, and funded investments. Additionally, with respect to Fund III, Fund IV, Fund V and Fund VI, WDIP receives a percentage of the profits above the fund expenses and preferred return specified in the fund offering agreements.
During December 2021,Through Alliant, we are the Company acquired Alliant, one of the6th largest tax credit syndicatorssyndicator in the U.S., and an affordable housing developer in the U.S. The acquisition ofdeveloper. Alliant is part of our strategy to grow our investment management platformsplatform and to strengthen our position in the affordable housing space. Alliant brings $14.3manages $14.5 billion of affordable AUM and has an established tax syndication and affordable housing development platform from which we expect to earn substantialinvestment management, syndication, and asset managementother LIHTC related fees.
As of December 31, 2021,2022, our servicing portfolio was $115.7$123.1 billion, up 8%6% from December 31, 2020,2021, which was the 8th largest commercial/multifamily primary and master servicing portfolio in the nation according to the Mortgage Bankers’ Association’s (“MBA”) 20212022 year-end survey (the “Survey”). Our servicing portfolio includes $53.4$59.2 billion of loans serviced for Fannie Mae and $37.1$37.8 billion for Freddie Mac, making us the 1st and 4th largest servicer of Fannie Mae and Freddie Mac multifamily loans in the nation, respectively, according to the Survey. Also included in our servicing portfolio is $9.9 billion of multifamily HUD loans, the 34rdth largest HUD primary and master servicing portfolio in the nation according to the Survey.
The average number of our mortgage bankers increaseddecreased from 161 during 2020 to 163 during 2021 to 161 during 2022 due to organic growth, recruitingvoluntary turnover and acquisition, contributing to an increase of 40%a slowing in hiring initiatives in line with the slowdown in our loan origination volume,debt financing volumes due to the macroeconomic conditions, from a total of $35.0 billion during 2020 to a total of $48.9 billion during 2021. Fannie Mae recently announced that we ranked as its largest DUS lender in 2021 by loan deliveries, and Freddie Mac recently announced that we ranked as its 4th largest Freddie Mac lender in 2021, by loan deliveries. Additionally, we were the 5th largest multifamily lender for HUD in 2021 based on MAP initial endorsements.to a total of $43.7 billion during 2022.
Basis of Presentation
The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries, and all intercompany transactions have been eliminated.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance with GAAP, which requires management to make estimates based on certain judgments and assumptions that are inherently uncertain and affect reported amounts. The estimates and assumptions are based on historical experience and other factors management believes to be reasonable. Actual results may differ from those estimates and assumptions and the use of different judgments and assumptions may have a material impact on our results. The following critical accounting estimates involve significant estimation uncertainty that may have or are reasonably likely to have a material impact on our financial condition or results of operations. Additional information about our critical accounting estimates and other significant accounting policies are discussed in NOTE 2 of the consolidated financial statements.
Mortgage Servicing Rights (“MSRs”). MSRs are recorded at fair value at loan sale or upon purchase.sale. The fair value at loan sale (“OMSR”MSR”) is based on estimates of expected net cash flows associated with the servicing rights and takes into consideration an estimate of loan prepayment. Initially,
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the fair value amount is included as a component of the derivative asset fair value at the loan commitment date. The estimated net cash flows from servicing, which includes assumptions for discount rate, escrow earnings, prepayment speed, and servicing costs, are discounted at a rate that reflects the credit and liquidity risk of the OMSRMSR over the estimated life of the underlying loan. The discount rates used throughout the periods presented for all OMSRsMSRs were between 8-14% during 2022 and 2021 and between 10-15% during 2020 and varied based on the loan type. The life of the underlying loan is estimated giving consideration to the prepayment provisions in the loan and assumptions about loan behaviors around those provisions. Our model for OMSRsMSRs assumes no prepayment prior to the expiration of the prepayment provisions and full prepayment of the loan at or near the point when the prepayment provisions have expired. The estimated net cash flows also include cash flows related to the future earnings on the escrow accounts associated with servicing the loans that are based on an escrow earnings rate assumption. We include a servicing cost assumption to account for our expected costs to service a loan. The servicing cost assumption has not had a materialde minimus impact on the estimate.estimate historically. We record an individual OMSRMSR asset (or liability) for each loan at loan sale. The fair value of MSRs
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acquired through a stand-alone servicing portfolio purchase (“PMSR”) is equal to the purchase price paid. For PMSRs, we record and amortize a portfolio-level MSR asset based on the estimated remaining life of the portfolio using the prepayment characteristics of the portfolio.
The assumptions used to estimate the fair value of capitalized OMSRsMSRs are developed internally and are periodically compared to assumptions used by other market participants. Due to the relatively few transactions in the multifamily MSR market and the lack of significant changes in assumptions by market participants, we have experienced limited volatility in the assumptions historically, including the assumption that most significantly impacts the estimate: the discount rate. We do not expect to see significant volatility in the assumptions for the foreseeable future. We actively monitor the assumptions used and make adjustments to those assumptions when market conditions change, or other factors indicate such adjustments are warranted. DuringOver the first quarterpast two years, we have adjusted the escrow earnings rate assumption several times to reflect the current and expected future earnings rate projected for the life of 2021,the MSR. Additionally, we reducedadjusted the discount rate and escrow earnings rate assumptions for our OMSRs.at the beginning of 2021 to mirror changes observed from market participants. We engage a third party to assist in determining an estimated fair value of our existing and outstanding MSRs on at least a semi-annual basis. Changes in our discount rate assumptions may materially impact the fair value of the MSRs (NOTE 3 of the consolidated financial statements details the portfolio-level impact of a change in the discount rate).
For PMSRs, a constant rate of prepayments and defaults is included in the determination of the portfolio’s estimated life at purchase (and thus included as a component of the portfolio’s amortization). Accordingly, prepayments and defaults of individual loans do not change the level of amortization expense recorded for the portfolio unless the pattern of actual prepayments and defaults varies significantly from the estimated pattern. When such a significant difference in the pattern of estimated and actual prepayments and defaults occurs, we prospectively adjust the estimated life of the portfolio (and thus future amortization) to approximate the actual pattern observed. We have made adjustments to the estimated life of our PMSRs in the past when the actual experience of prepayments differed materially from the estimated prepayments.
Allowance for Risk-Sharing Obligations. This reserve liability (referred to as “allowance”) for risk-sharing obligations relates to our Fannie Mae at-risk servicing portfolio and is presented as a separate liability on our balance sheets. We record an estimate of the loss reserve for the current expected credit losses (“CECL”) for all loans in our Fannie Mae at-risk servicing portfolio using the weighted-average remaining maturity method (“WARM”). WARM uses an average annual loss rate that contains loss content over multiple vintages and loan terms and is used as a foundation for estimating the CECL reserve. The average annual loss rate is applied to the estimated unpaid principal balance over the contractual term, adjusted for estimated prepayments and amortization to arrive at the CECL reserve for the entire current portfolio as described further below. We currently use one year for our reasonable and supportable forecast period (“forecast period”) as we believe forecasts beyond one year are inherently less reliable. During the forecast period we apply an adjusted loss factor based on loss rateseconomic and unemployment forecasts from a market survey and a blended loss rate from historical periodperiods that we believe is similar.reflect the forecast from the survey. We revert to the historical loss rate over a one-year period on a straight-line basis.Over the past couple of years, the loss rate used in the forecast period has been updated to reflect our expectations of the economic conditions over the coming year in relation to the historical period. For example, in the second quarter of 2022, we updated the loss rate used in the forecast period from three basis points to 2.2 basis points and made multiple revisions after the onset of the pandemic in 2020. Changes in the loss rate used in the forecast period have significantly impacted the estimate in the past.
One of the key components of a WARM calculation is the runoff rate, which is the expected rate at which loans in the current portfolio will amortize and prepay in the future based on our historical prepayment and amortization experience. We group loans by similar origination dates (vintage) and contractual maturity terms for purposes of calculating the runoff rate. We originate loans under the DUS program with various terms generally ranging from several years to 15 years; each of these various loan terms has a different runoff rate. The runoff rates applied to each vintage and contractual maturity term is determined using historical data; however, changes in prepayment and amortization behavior may significantly impact the estimate.We have not experienced significant changes in the runoff rate since we implemented CECL in 2020.
The weighted-average annual loss rate is calculated using a 10-year look-back period, utilizing the average portfolio balance and settled losses for each year. A 10-year period is used as we believe that this period of time includes sufficiently different economic conditions to generate a reasonable estimate of expected results in the future, given the relatively long-term nature of the current portfolio. As the weighted-average annual loss rate utilizes a rolling 10-year look-back period, the loss rate used in the estimate will change as loss data from earlier periods in the look-back period continue to fall off and as new loss data are added. For example, in the first quarter of 2022, loss data from earlier periods in the look-back period fell off and were replaced with more recent loss data, resulting in the weighted-average annual loss rate changing from 1.8 basis points to 1.2 basis points. Changes in our expectations and forecasts have materially impacted, and in the future may materially impact, the estimate.
As of December 31, 2020, Based on our forecast-periodhistorical loss data, our historical loss rate waswill decrease again in 2023, which may result in lower CECL reserves. In 2022, we had our first loss settlement in six basis points due toyears.
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NOTE 4 of the significant economic uncertainty and high unemployment rate that existed at the time of our forecast. As economic conditions and unemployment rates improved substantially in 2021, we adjusted our forecast-period loss rate down to three basis points as of December 31, 2021. The decreaseconsolidated financial statements outlines adjustments made in the loss rate resulted in a benefit for risk-sharing obligations comparedrates used to a provision for risk-sharing obligationsaccount for the years ended December 31, 2021expected economic conditions as of a given period and 2020, respectively.the related impact on the estimate.
We evaluate our risk-sharing loans on a quarterly basis to determine whether there are loans that are probable of default. Specifically, we assess a loan’s qualitative and quantitative risk factors, such as payment status, property financial performance, local real estate market conditions, loan-to-value ratio, debt-service-coverage ratio, and property condition. When a loan is determined to be probable of default based on these factors, we remove the loan from the WARM calculation and individually assess the loan for potential credit loss. This assessment requires certain judgments and assumptions to be made regarding the property values and other factors, that may differ significantly from actual results. Loss settlement with Fannie Mae has historically concluded within 18 to 36 months after foreclosure. Historically, the initial collateral-based reserves have not varied significantly from the final settlement.
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We actively monitor the judgments and assumptions used in our Allowance for Risk-Sharing Obligation estimate and make adjustments to those assumptions when market conditions change, or when other factors indicate such adjustments are warranted. We believe the level of Allowance for Risk-Sharing Obligation is appropriate based on our expectations of future market conditions; however, changes in one or more of the judgments or assumptions used above could have a significant impact on the estimate.
Contingent Consideration Liabilities. The Company typically includes an earnout as part of the consideration paid for acquisitions to align the long-term interests of the acquiree with the Company. These earnouts contain milestones for achievement, which typically are revenue, revenue-like, or productivity measurements. If the milestone is achieved, the acquiree is paid the additional consideration. Upon acquisition, the Company is required to estimate the fair value of the earnout and include that fair value measurement as a component of the total consideration paid in the calculation of goodwill. The fair value of the earnout is recorded as a contingent consideration liability and included within Other liabilities in the Consolidated Balance Sheet and adjusted to the estimated fair value at the end of each reporting period.
The determination of the fair value of contingent consideration liabilities requires significant management judgment and unobservable inputs to (i) determine forecasts and scenarios of future revenues, net cash flows and certain other performance metrics, (ii) assign a probability of achievement for the forecasts and scenarios, and (iii) select a discount rate. A Monte Carlo simulation analysis is used to determine many iterations of potential fair values. The average of these iterations is then used to determine the estimated fair value. We typically obtain the assistance of third-party valuation specialists to assist with the fair value estimation. The probability of the earnout achievement is based on management’s estimate of the expected future performance and other financial metrics of each of the acquired entities, which are subject to significant uncertainty. Changes to the aforementioned inputs impact the estimate; for example, in the fourth quarter of 2022, we recorded a net $13.5 million reduction to the fair value of our contingent consideration liabilities based primarily on revised management forecasts of the financial performance of the entities over the remaining earnout period.
The aggregate fair value of our contingent consideration liabilities as of December 31, 2022 was $200.3 million. This fair value represents management’s best estimate of the discounted cash payments that will be made in the future for all of our contingent consideration arrangements. The maximum remaining undiscounted earnout payments as of December 31, 2022 was $319 million. Over the past two years, we have made two large acquisitions that included significant amounts of contingent consideration to maximize alignment of the key principals and management teams. The earnouts completed prior to 2021 involved businesses that operated in our core debt financing business and involved substantially smaller amounts of contingent consideration as compared to the two aforementioned acquisitions.
Goodwill. As of December 31, 2022 and December 31, 2021, we reported goodwill of $959.7 million and $698.6 million, respectively. Goodwill represents the excess of cost over the identifiable net assets of businesses acquired. Goodwill is assigned to the reporting unit to which the acquisition relates. Goodwill is recognized as an asset and is reviewed for impairment annually on October 1. Between the annual evaluation time, we will perform an evaluation of recoverability, when events and circumstances indicate that it is more-likely-than not that the fair value of a reporting unit is below its carrying value. Impairment testing requires an assessment of qualitative factors to determine if there are indicators of potential impairment, followed by, if necessary, an assessment of quantitative factors. These factors include, but are not limited to, whether there has been a significant or adverse change in the business climate that could affect the value of an asset and/or significant or adverse changes in cash flow projections or earnings forecasts. These assessments require management to make judgments, assumptions, and estimates about projected cash flows, discount rates and other factors. As of December 31, 2022, we continue to believe the goodwill at each of our reporting units is not impaired.
Overview of Current Business Environment
Entering 2021, the pandemic continuedThe market’s transition from a historically low interest rate environment to impact macroeconomic conditions with U.S. unemployment rates at elevated levels but significantly improved compared to the middle of 2020. Since the starta rising interest rate environment disrupted certain sectors of the COVID-19 pandemic, Congress passed three pandemic stimulus packages to provide funding for government programs directly supporting households and businesses, which included a total of $47 billion in renter assistance. By the middle of 2021, vaccines became widely available to the public and vaccination rates allowed most jurisdictions to remove most economic restrictions, resulting in macroeconomic conditions rapidly recoveringlending market, with the reported unemploymentmost acute impacts felt initially in the consumer lending sector (e.g., residential mortgages, auto lending, and consumer credit). Although the commercial real estate debt and property sales markets began the year strong, volatility in long-term interest
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rates disrupted certain segments of the commercial real estate lending environment during the second half of 2022, particularly during the fourth quarter. Despite this volatility, our total transaction volumes only decreased 7% from 2021, with the largest decreases in our debt brokerage (13%) and HUD originations (52%). The decrease in total transaction volumes was partially offset by an increase in our GSE lending (5%) and multifamily property sales (2%).
Beginning in May 2022, the Federal Reserve’s stance on inflation became more aggressive with seven consecutive increases in the Federal Funds Rate totaling 4.25%, which brought the rate falling to 3.9%a target range of 4.50% to 4.75% as of December 2021 from 6.7% as of December 2020.
January 2023. The Federal Reserve has indicated in its fourth quarter 2021 meetingscontinues to signal that it believes the economy is nearing what it believes is full employment and given the overall improvements of the economy and largeanticipates additional increases in the inflation rate, that it would begin reducingtarget range and will continue the reduction of its holdings ofin Treasury securities and Agency mortgage-backed securities (“Agency MBS”). Additionally, until the inflation rate returns to the Federal Reserve’s long-term target. Both of these actions by the Federal Reserve has indicated that it will begin increasing its Federal Funds Rate from the target it set during the pandemic of 0%have resulted in a significant increase in medium to 0.25%. Despite the movements from the Federal Reserve, long-term mortgage interest rates, which form the basis of most of our lending.
As the Federal Reserve continues to combat inflation by increasing interest rates, we expect commercial real estate debt and property sales transaction activity to slow down from peaks earlier in the year 2022. Certain products were impacted more than others, with debt brokerage executions in non-multifamily assets classes being impacted the most, as banks and life insurance companies continued to pull back and potentially increase capital reserves in the short-term. However, we anticipate Agency lending volumes to remain closesteady going into 2023 as the Agencies provide liquidity in countercyclical markets. When the broader capital markets tighten, the Agencies historically step in to provide liquidity to the multifamily borrowing community as they did throughout 2020 and the second half of 2021, and as one of the largest providers of capital to the multifamily sector, we are well positioned. As interest rates increased rapidly over the last several months, and liquidity in the capital markets tightened, we have experienced declines in credit spreads to offset a portion of the interest rate increases. Although our lending activity with the Agencies is expected to remain stable going into 2023, the servicing fees on new loans and associated profitability of those executions is expected to remain at relatively lower than historical lows.levels, consistent with the second half of 2022. We are a market-leading originator with the Agencies, and we believe our market leadership positions us well to continue gaining market share and remain a significant lender with the Agencies for the foreseeable future.
MultifamilyDespite significant market volatility caused by geopolitical risks, high inflation rate, rapidly rising interest rates, multifamily property fundamentals showed strength throughout 2021, with multifamily occupancy rates, demand for new leases, and retention rates at record highs.remain healthy. According to RealPage, a provider of commercial real estate data and analytics, occupancy ratesvacancies have increasedrisen from their March 2022 lows to 97.5%5.0% as of December 2021, compared2022 and are expected to 95.8%increase in the coming months; however, national vacancy rates still remain below historical averages. Additionally, rent collections remain strong at pre-pandemic levels and increased year-over-year, despite inflationary pressures and high rent growth over the past two years. Also, the national unemployment rate continues to fall, reaching a pre-pandemic low of 3.5% as of December 2019, prior2022. We believe the unemployment rate is an important determinant of future multifamily property performance.
The FHFA establishes loan origination caps for both Fannie Mae and Freddie Mac each year. In November 2022, the FHFA established Fannie Mae’s and Freddie Mac’s 2023 loan origination caps at $75 billion each for all multifamily business, a 4% decrease from the 2022 caps. During 2022, Fannie Mae and Freddie Mac had multifamily origination volumes of $69.2 billion and $72.8 billion, respectively, down 0.3% and up 3.7%, respectively, from 2021. The decline in the GSEs’ origination volumes was primarily driven by the volatile and uncertain macroeconomic conditions in 2022. The decrease to the startGSEs’ lending caps in 2023 is not expected to have a material impact on the competitiveness of the pandemic. Additionally, the continued demand combined with limited supply of multifamily units drove rental rates higher for both new leases and renewals. Higher occupancy rates coupled with limited supply and rent growth indicate a robust and healthy multifamily market.either Fannie Mae or Freddie Mac, as they continue to have sufficient capital to meet market demand.
Our multifamily property sales volumes grew significantly in 2021,slightly during the year as we had strong volumes during the first half of 2022 as (i) the multifamily acquisitions market was very active during the first half of the year, and (ii) we have expanded the number of property sales brokers and the geographical reach of our property sales platform, and (iii) our volumeplatform. The strong volumes in 2020 was lowerthe first half were offset by slowdowns in volumes during the second half of 2022, due to the pandemic.macroeconomic conditions discussed above. Long term, we believe the market fundamentals will continue to be positive for multifamily property sales. Over the last several years, and in the months leading up to the pandemic, household formation and a dearth of supply of entry-level single-family homes led to strong demand for rental housing in mostmany geographic areas. Consequently, the fundamentals of the multifamily property sales market were strong prior to the pandemic, and, when combined with high occupancy and retention rates and rising real-estate prices, it is our expectation that market demand for multifamily property sales will continue to growremain strong as this asset class remains an attractive investment option.
Our debt brokerage platform had strong growthlower volumes in 2022 compared to 2021 with brokered volume increasing significantly during the year. The increase in volume during 2021 reflects the continued demand from private capital providers, with activity focused not only on multifamily but other commercial real estate assets such as office and retail. We expect non-multifamily debt financing volumesdue to continue to recover over time as other commercial real estate asset classes stabilize post-pandemic.
Our Agency multifamily debt financing operations have remained very active over the past year. We are a market-leading originator with the Agencies, and we believe our market leadership positions us well to continue gaining market share and remain a significant lender with the Agencies for the foreseeable future. We expect strength in our Agency operations to continue despite the return of other capital sources.
The FHFA establishes loan origination caps for both Fannie Mae and Freddie Mac each year. In October 2021, the FHFA established Fannie Mae’s and Freddie Mac’s 2022 loan origination caps at $78 billion each for all multifamily business, an 11% increase from the 2021 caps. During 2021, Fannie Mae and Freddie Mac had multifamily origination volumes of $69.5 billion and $70.0 billion, respectively, down 8.8% and 15.5%, respectively, from 2020. The declinesubstantial decrease in the GSEs’ origination volumes was primarily driven bytransaction volume in the origination capssecond half of the year because of the volatile interest rate environment that in 2021. turn drove a pullback of liquidity from banks, life insurance companies, and securitization markets. As the interest rate environment begins to stabilize, we expect liquidity to slowly return to the market.
OurAs noted above, our debt financing operations with HUD remained steadydeclined during 2021, with2022. HUD loan volumes accountingaccounted for 5% of our2.6% total debt financing volumes for the year ended December 31, 2021,in 2022 compared to 6% for the year ended 2020, despite our overall debt financing volumes increasing 40%.4.8% in 2021. The maintenance ofdecline in HUD debt financing volumes as a percentage of our total debt financing volumes was driven by continued strong demand for HUD’s multifamilylower aggregate HUD lending volumes industry-wide, as the increasing interest-rate environment discussed above more acutely impacted the HUD product which provides borrowersgiven the longer lead times associated with favorable economics on long-term, fully amortizing debt, despite competition from other private capital sources.HUD executions.
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Our originations with the Agencies are our most profitable executions as they provide significant non-cash gains from MSRs that turn into significant cash revenue streams from future servicing fees. During the year ended December 31, 2021,2022, servicing fees were up 18%8% compared to the year ended December 31, 2020,2021, due to the record amount of MSRs we generated$7.4 billion increase in 2020.the servicing portfolio unpaid principal balance (“UPB”). A decline in our Agency originations
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would negatively impact our financial results, as our non-cash revenues would decrease disproportionately with debt financing volume and future servicing fee revenue would be constrained or decline.
We entered into the Interim Program JV to both increase the overall capital available to transitional multifamily properties and to dramatically expand our capacity to originate Interim Program loans. The demand for transitional lending has brought increased competition from lenders, specifically banks, mortgage real estate investment trusts, and life insurance companies. For the year ended December 31, 2021,2022, we originated $860.0$86.3 million of Interim Program JV loans, compared to $86.2$860.0 million of originations in 2020. In 2020, we had few originations of new Interim Program loans as a result of the pandemic.2021. The volatile macroeconomic conditions led us to reduce our lending activity on transitional assets. We expect our lending volumes for transitional assets to remain low until economic conditions normalize. Except for one loan that defaulted in early 2019, the loans in our portfolio and in the Interim Program JV continue to perform as agreed.
In December 2021, we acquiredOur subsidiary, Alliant, which provides alternative investment management services focused on the affordable housing sector through LIHTC syndication, joint venture development, and community preservation fund management.management remains the 6th largest LIHTC syndicator despite the economic challenges mentioned above. We expect the combination of Alliant and our existing strong position incontinue to approach the affordable housing space towith a combined LIHTC syndication and affordable housing service offering that we believe will generate significant financing, and property sales, opportunities.
In September 2021, the White House announced plans to increase the affordable housing supply across the country. These plans include the relaunching and expansion of programs designed to increase the available capital for the development of affordable housing projects. In conjunction with the announcement, the FHFA raised the GSEs’ combined LIHTC investment cap to $1.7 billion, up 70% from the previous cap of $1.0 billion.syndication opportunities. Additionally, as part of FHFA’s 20222023 loan origination caps of $156$150 billion announced in October 2021,November 2022, at least 50% of the GSEs’ multifamily business is required to be targeted towards affordable housing. We expect these initiatives will create additional growth opportunities for both Alliant and our debt financing and property sales teams focused on affordable housing.
Factors That May Impact Our Operating Results
We believe that our results are affected by a number of factors, including the items discussed below.
● | Performance of Multifamily and Other Commercial Real Estate Related Markets. Our business is dependent on the general demand for, and value of, commercial real estate and related services, particularly multifamily, which are sensitive to long-term mortgage interest rates and other macroeconomic conditions and the continued existence of the GSEs. Demand for multifamily and other commercial real estate generally increases during stronger economic environments, resulting in increased property values, transaction volumes, and loan origination volumes. During weaker economic environments, multifamily and other commercial real estate may experience higher property vacancies, lower demand and reduced values. These conditions can result in lower property transaction volumes and loan originations, as well as an increased level of servicer advances and losses from our Fannie Mae DUS risk-sharing obligations and our interim lending program. |
● | The Level of Losses from Fannie Mae Risk-Sharing Obligations. Under the Fannie Mae DUS program, we share risk of loss on most loans we sell to Fannie Mae. In the majority of cases, we absorb the first 5% of any losses on the loan’s unpaid principal balance at the time of loss settlement, and above 5% we share a percentage of the loss with Fannie Mae, with our maximum loss generally capped at 20% of the loan’s unpaid principal balance on the origination date. As a result, a rise in defaults could have a material adverse effect on us. |
● | The Price of Loans in the Secondary Market. Our profitability is determined in part by the price we are paid for the loans we originate. A component of our origination related revenues is the premium we recognize on the sale of a loan. Stronger investor demand typically results in larger premiums while weaker demand results in little to no premium. |
● | Market for Servicing Commercial Real Estate Loans. Servicing fee rates for new loans are set at the time we enter into a loan sale commitment based on origination fees, competition, prepayment rates, and any risk-sharing obligations we undertake. Changes in servicing fee rates impact the value of our MSRs and future servicing revenues, which could impact our profit margins and operating results immediately and over time. |
● | The Overall Loan Origination Mix. The loan product mix we originate can significantly impact our overall operating results. For example, an increase in loan origination volume for our two highest-margin products, Fannie Mae and HUD loans, without a change in total loan origination volume would increase our overall profitability, while a decrease in the loan origination volume of these two products without a change in total loan origination volume would decrease our overall profitability, all else equal. |
● | The Affordable Housing Market. The profitability of our LIHTC operations is impacted by the demand for and the financial performance of the affordable housing market and the continued existence of income tax credits for these properties. For example, |
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we earn syndication fees based on new funds we are able to syndicate for investors and asset management fees based on performance of the underlying LIHTC properties and dispositions of these properties. Strong demand for LIHTC properties typically results in opportunities for syndication of LIHTC funds and high prices for dispositions. |
Revenues
Loan Origination and Debt Brokerage Fees, net. Loan origination fee revenue is recognized when we record a derivative asset upon the simultaneous commitments to originate a loan with a borrower and sell to an investor or when a loan that we broker closes with the institutional lender. The commitment asset related to the loan origination fee is recognized at fair value, which reflects the fair value of the contractual loan origination related fees and any sale premiums, net of co-broker fees. Also included in revenues from loan origination activities are changes to the fair value of loan commitments, forward sale commitments, and loans held for sale that occur during their respective holding periods. Upon sale of the loans, no gains or losses are recognized as these loans are recorded at fair value during their holding periods.
Brokered loans tend to have lower origination fees because they often require less time to execute, there is more competition for brokerage assignments, and because the borrower will also have to pay an origination fee to the institutional lender.
Premiums received on the sale of a loan result when a loan is sold to an investor for more than its face value. There are various reasons investors may pay a premium when purchasing a loan. For example, the fixed rate on the loan may be higher than the rate of return required by an investor or the characteristics of a particular loan may be desirable to an investor. We do not receive premiums on brokered loans.
Fair Value of Expected Net Cash Flows from Servicing, net. Revenue related to expected net cash flows from servicing is recognized at the loan commitment date, similar to the loan origination fees, as described above. The derivative asset is recognized at fair value, which reflects the estimated fair value of the expected net cash flows associated with the servicing of the loan, reduced by the estimated fair value of any guaranty obligations to be assumed. OMSRsMSRs and guaranty obligations are recognized as assets and liabilities, respectively, upon the sale of the loans.
OMSRsMSRs are recorded at fair value upon loan sale. The fair value is based on estimates of expected net cash flows associated with the servicing rights. The estimated net cash flows are discounted at a rate that reflects the credit and liquidity risk of the MSR over the estimated life of the loan.
The “Critical Accounting Policies and Estimates” section above and NOTE 2 of the consolidated financial statements providesprovide additional details of the accounting for these revenues.
Servicing Fees. We service nearly all loans we originate and some loans we broker. We earn servicing fees for performing certain loan servicing functions such as processing loan, tax, and insurance payments and managing escrow balances. Servicing generally also includes asset management functions, such as monitoring the physical condition of the property, analyzing the financial condition and liquidity of the borrower, and performing loss mitigation activities as directed by the Agencies.
Our servicing fees on loans we originate provide a stable revenue stream. They are based on contractual terms, are earned over the life of the loan, and are generally not subject to significant prepayment risk. Our Fannie Mae and Freddie Mac servicing agreements provide for prepayment fees in the event of a voluntary prepayment. Accordingly, we currently do not hedge our servicing portfolio for prepayment risk. Any prepayment fees received are included in Other revenues.
HUD has the right to terminate our current servicing engagements for cause. In addition to termination for cause, Fannie Mae and Freddie Mac may terminate our servicing engagements without cause by paying a termination fee. Institutional investors typically may terminate our servicing engagements for brokered loans at any time with or without cause, without paying a termination fee.
Net Warehouse Interest Income, Loans Held for Sale.Property sales broker fees. We earn net interest income on loans funded through borrowings fromproperty broker sales fee revenue when our warehouse facilities from the time the loan is closed until the loan is sold pursuant to the loan purchase agreement. Each borrowing on a warehouse line relates to a specific loan for which we have already secured a loan sale commitment with an investor. Related interest expense from the warehouse loan funding is netted in our financial statements against interest income. Net warehouse interest income related to loans held for sale varies based on the period of time between the loan closing andinvestment sales team completes the sale of the loan to the investor, the sizea multifamily investment property or land real estate. The amount of the average balanceproperty sales brokers fees we earn is based upon a percentage of the loans held forfinal sale andprice of the net interest spread between the loan coupon rate and the cost of warehouse financing. Loans may remain in the warehouse facility for up to 60 days, but the average time in the warehouse facility is approximately 30 days. As a short-term cash management tool, we may also use excess corporate cash to fund Agency loans on our balance sheet rather than borrowing against a warehouse line. Loans that we broker for institutional investors and other investors are funded directly by them; therefore, there is no warehouse interest income or expense associated with brokered loan transactions. Additionally, the amortization of deferred debt issuance costs related to our Agency warehouse lines is included in net warehouse interest income, loans held for sale.investment sold.
Net Warehouse Interest Income, Loans Held for Investment.Investment management fees. SimilarWe manage invested capital from third-party investors through an investment fund structure. The capital placed into the investment fund is utilized to loans held for sale,make investments in multifamily investment opportunities, primarily as equity in market-rate or LIHTC generating multifamily properties. We earn an investment management or asset management fee based on a contractual percentage of the invested capital. For market-rate investments, we earn net interest income on loans heldand collect the investment management fees through the returns of the investment funds. For LIHTC investments, we collect the asset management fees (“AMF”) through the combination of current payments and asset dispositions. NOTE 2 of the consolidated financial statements provides additional details of the accounting for investment during the period they are outstanding. We earn interest income on the loan, which is funded partially by an investment of our cash and through one of our interim warehouse credit facilities. The loans originated for investment are typically interest-only, variable-rate loansAMF revenues.
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Net Warehouse Interest Income—with terms up to three years. The warehouse credit facilities are variable rate. The interest rate reset date is typically the same for the loans and the credit facility. Related interest expense from the warehouse loan funding is netted in our financial statements against interest income. NetWe earn warehouse interest income related tonet of warehouse interest expense. Warehouse interest income is the interest earned from loans held for sale and loans held for investment. Generally, a substantial portion of our loans is financed with matched borrowings under one of our warehouse facilities. The remaining portion of loans not funded with matched borrowings is financed with our own cash. Occasionally, we also fully fund a small number of loans held for sale or loans held for investment varies basedwith our own cash. Warehouse interest expense is incurred on the period of time theborrowings used to fund loans solely while they are outstanding, the size of the average balance of theheld for sale or for investment. Warehouse interest income and expense are earned or incurred on loans held for sale after a loan is closed and before a loan is sold. Warehouse interest income and expense are earned or incurred on loans held for investment after a loan is closed and the net interest spread between thebefore a loan coupon rate and the cost of warehouse financing. The net spread has historically not varied much. Additionally, the amortization of deferred fees and costs and the amortization of deferred debt issuance costs related to our interim warehouse lines are included in net warehouse interest income, loans held for investment. Net warehouse interest income from loans held for investment will decrease in the coming years if most, or all, of the loans originated through the Interim Program are held by the Interim Program JV.is repaid.
Escrow Earnings and Other Interest Income. We earn fee income on property-level escrow deposits in our servicing portfolio, generally based on a fixed or variable placement fee negotiated with the financial institutions that hold the escrow deposits. Escrow earnings reflect interest incomethe placement fees net of interest paid to the borrower, if required. Also included with escrow earnings and other interest income are interest earnings from our cash and cash equivalents and interest income earned on our pledged securities.
Other Revenues. Other revenues are comprised of fees for processing loan assumptions, prepayment fee income, application fees, property sales broker fees, appraisal revenues, income from equity-method investments, asset management fees, certain revenues from LIHTC operations, and other miscellaneous revenues related to our operations.
Costs and Expenses
Personnel. Personnel expense includes the cost of employee compensation and benefits, which include fixed and discretionary amounts tied to company and individual performance, commissions, severance expense, signing and retention bonuses, and share-based compensation.
Amortization and Depreciation. Amortization and depreciation is principally comprised of amortization of our MSRs, net of amortization of our guaranty obligations. The MSRs are amortized using the interest method over the period that servicing income is expected to be received. We amortize the guaranty obligations evenly over their expected lives. When the loan underlying an OMSRMSR prepays, we write off the remaining unamortized balance, net of any related guaranty obligation, and record the write off to Amortization and depreciation. Similarly, when the loan underlying an OMSRMSR defaults, we write the OMSRMSR off to Amortization and depreciation. We depreciate property, plant, and equipment ratably over their estimated useful lives.
Amortization and depreciation also includes the amortization of intangible assets, principally related to the amortization, of the mortgage pipeline, asset management fee contracts, research subscription contracts, acquired, brand,intellectual property, and other intangible assets recognized in connection with acquisitions. We recognize amortization related to the mortgage pipeline intangible asset when a loan included in the mortgage pipeline intangible asset is rate locked or is no longer probable of rate locking. For the years presented in the Consolidated Statements of Income, the amortization of intangible assets relates primarily to intangible assets associated with our acquisition of WDIP in 2018 and our acquisitions in 20202021 and 2021.2022.
Provision (Benefit) for Credit Losses. The provision (benefit) for credit losses consists of two components: the provision associated with our risk-sharing loans and the provision associated with our loans held for investment. The provision (benefit) for credit losses associated with risk-sharing loans is estimated on a collective basis when a loan is sold to Fannie Mae and is based on our current expected credit losses on the current portfolio from loan sale to maturity. The provision (benefit) for credit losses associated with our loans held for investment is estimated similar to our risk-sharing loans at origination and is based on our current expected credit losses. For both our risk-sharing loans and loans held for investment, when a loan is probable of default, the loan is taken out of the collective evaluation and individually evaluated for credit losses. Our estimates of property fair value are based on appraisals, broker opinions of value, or net operating income and market capitalization rates, whichever we believe is the best estimate of the net disposition value.
The “Critical Accounting Policies and Estimates” section above and NOTE 2 of the consolidated financial statements provides additional details of the accounting for this expense.
Interest Expense on Corporate Debt. Interest expense on corporate debt includes interest expense incurred and amortization of debt discount and deferred debt issuance costs related to our term loan facility.
Other Operating Expenses. Other operating expenses include sub-servicing costs, facilities costs, travel and entertainment costs, marketing costs, professional fees, losses on debt extinguishment, accretion and revaluation of contingent consideration liabilities, corporate insurance premiums, and other administrative expenses.
Income Tax Expense. The Company is a C-corporation subject to both federal, state, and stateinternational corporate tax. Our estimated combined statutory federal, state, and stateinternational tax rate was 25.7%26.1%, 25.2%25.7%, and 25.0%25.2% for the years ended December 31, 2022, 2021, 2020, and 2019,2020, respectively. Except for the
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effects of the Tax Cuts and Jobs Act of 2017 (“Tax Reform”), our combined statutory tax rate has historically not varied significantly as the only material difference in the calculation of the combined statutory tax rate from year to year is the apportionment of our taxable income amongst the various states where we are subject to taxation since we do not haveour foreign operations. For example, from the period since we went public in 2010 through 2017,operations are (i) immaterial and (ii) taxed
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at a rate similar to our combined statutoryblended federal and state tax rate varied by only 0.7%, with a low of 38.2% and a high of 38.9%.rate. Absent additional significant legislative changes to statutory tax rates (particularly the federal tax rate), we expect low deviation from the 20212022 combined statutory tax rate for future years. However, we do expect some variability in the effective tax rate going forward due to excess tax benefits recognized and limitations on the deductibility of certain book expenses as a result of Tax Reform, primarily related to executive compensation.
Excess tax benefits recognized in 2022, 2021, and 2020 reduced income tax expense by $6.1 million, $8.6 million, and $7.3 million, respectively. The increasechanges in the excess tax benefits from 2020over the past three years is largely due to 2021 largely reflects the increasechanges in the number of shares vested and the stock price at which the shares vested.
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Consolidated Results of Operations
The following is a discussion of the comparison of our results of operations for the years ended December 31, 20212022 and 2020.2021. The financial results are not necessarily indicative of future results. Our annual results have fluctuated in the past and are expected to fluctuate in the future, reflecting the interest-rate environment, the volume of transactions, business acquisitions, regulatory actions, and general economic conditions. Discussions of our results of operations and comparisons between 20202021 and 20192020 can be found in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2020.2021.
SUPPLEMENTAL OPERATING DATA
| | | | | | | |
(in thousands; except per share data) | | 2021 |
| 2020 |
| ||
Transaction Volume: | | | | | | | |
Components of Debt Financing Volume | | | | | | | |
Fannie Mae | | $ | 9,301,865 | | $ | 12,803,046 | |
Freddie Mac | |
| 6,154,828 | |
| 8,588,748 | |
Ginnie Mae ̶ HUD | |
| 2,340,699 | |
| 2,212,538 | |
Brokered(1) | |
| 29,670,226 | |
| 10,969,615 | |
Principal Lending and Investing(2) | |
| 1,443,502 | |
| 380,360 | |
Total Debt Financing Volume | | $ | 48,911,120 | | $ | 34,954,307 | |
Property Sales Volume | | | 19,254,697 | | | 6,129,739 | |
Total Transaction Volume | | $ | 68,165,817 | | $ | 41,084,046 | |
| | | | | | | |
Key Performance Metrics: | | | | | | | |
Operating margin | | | 28 | % | | 30 | % |
Return on equity | | | 21 | % | | 23 | % |
Walker & Dunlop net income | | $ | 265,762 | | $ | 246,177 | |
Adjusted EBITDA(3) | | $ | 309,278 | | $ | 215,849 | |
Diluted EPS | | $ | 8.15 | | $ | 7.69 | |
| | | | | | | |
Key Expense Metrics (as a percentage of total revenues): | | | | | | | |
Personnel expenses | | | 48 | % | | 43 | % |
Other operating expenses | | | 8 | % | | 6 | % |
| | | | | | | |
Key Revenue Metrics (as a percentage of debt financing volume): | | | | | | | |
Origination related fees(4) | | | 0.93 | % | | 1.04 | % |
MSR income(5) | | | 0.60 | % | | 1.04 | % |
MSR income, as a percentage of Agency debt financing volume(6) | | | 1.61 | % | | 1.52 | % |
| | | | | | |
(in thousands; except per share data) | | As of December 31, | ||||
Managed Portfolio: |
| 2021 |
| 2020 | ||
Components of Servicing Portfolio | | | | | | |
Fannie Mae | | $ | 53,401,457 | | $ | 48,818,185 |
Freddie Mac | |
| 37,138,836 | |
| 37,072,587 |
Ginnie Mae - HUD | |
| 9,889,289 | |
| 9,606,506 |
Brokered (7) | |
| 15,035,439 | |
| 11,419,372 |
Principal Lending and Investing (8) | |
| 235,543 | |
| 295,322 |
Total Servicing Portfolio | | $ | 115,700,564 | | $ | 107,211,972 |
Assets under management | | | 16,437,865 | | | 1,816,421 |
Total Managed Portfolio | | $ | 132,138,429 | | $ | 109,028,393 |
CONSOLIDATED
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SUPPLEMENTAL OPERATING DATA (Continued)
| | | | | | |
| | As of December 31, | ||||
Key Servicing Portfolio Metrics: | | 2021 |
| 2020 | ||
Custodial escrow account balance (in billions) | | $ | 3.7 | | $ | 3.1 |
Weighted-average servicing fee rate (basis points) | | | 24.9 | | | 24.0 |
Weighted-average remaining servicing portfolio term (years) | | | 9.2 | | | 9.4 |
| | | | | | |
| For the year ended December 31, | | ||||
(dollars in thousands; except per share data) | 2022 |
| 2021 |
| ||
Transaction Volume: | | | | | | |
Total Debt Financing Volume | $ | 43,605,984 | | $ | 48,911,120 | |
Property Sales Volume |
| 19,732,654 | |
| 19,254,697 | |
Total Transaction Volume | $ | 63,338,638 | | $ | 68,165,817 | |
| | | | | | |
Key Performance Metrics: | | | | | | |
Operating margin | | 21 | % | | 28 | % |
Return on equity | | 13 | | | 21 | |
Walker & Dunlop net income | $ | 213,820 | | $ | 265,762 | |
Adjusted EBITDA(1) | | 325,095 | | | 309,278 | |
Diluted EPS | | 6.36 | | | 8.15 | |
| | | | | | |
Key Expense Metrics (as a percentage of total revenues): | | | | | | |
Personnel expenses | | 48 | % | | 48 | % |
Other operating expenses | | 10 | | | 8 | |
The following tables present our AUM as of December 31, 2021 and 2020:
| | | | | | | |
| | | As of December 31, | | |||
Components of assets under management (in thousands) | | 2021 | | 2020 | | ||
Alliant(9) | | | | | | | |
Syndication | | $ | 13,794,464 | | $ | — | |
Real Estate Investment | | | 471,875 | | | — | |
Total Alliant assets under management | | $ | 14,266,339 | | $ | — | |
| | | | | | | |
WDIP | | | | | | | |
Funds | | $ | 620,692 | | $ | 690,768 | |
Separate accounts | | | 702,638 | | | 567,492 | |
Total WDIP assets under management | | $ | 1,323,330 | | $ | 1,258,260 | |
| | | | | | | |
Interim Program JV Managed Loans(10) | | $ | 848,196 | | $ | 558,161 | |
| | | | | | | |
Total assets under management | | $ | 16,437,865 | | $ | 1,816,421 | |
| | | | | | | |
| | | | | |
| As of December 31, | ||||
Managed Portfolio: | 2022 |
| 2021 | ||
Total Servicing Portfolio | $ | 123,133,855 | | $ | 115,700,564 |
Assets under management | | 16,748,449 | | | 16,437,865 |
Total Managed Portfolio | $ | 139,882,304 | | $ | 132,138,429 |
(1) |
This is a non-GAAP financial measure. For more information on adjusted EBITDA, refer to the section below titled “Non-GAAP Financial |
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Year Ended December 31, 20212022 Compared to Year Ended December 31, 20202021
The following table presents a period-to-period comparison of our financial results for the years ended December 31, 20212022 and 2020.2021.
FINANCIAL RESULTS –2021–2022 COMPARED TO 20202021
| | | | | | | | | | | | | |
| | For the year ended | | | | |
| | |||||
| | December 31, | | Dollar | | Percentage |
| | |||||
(dollars in thousands) |
| 2021 |
| 2020 |
| Change |
| Change |
|
| |||
Revenues | | | | | | | | | | | | | |
Loan origination and debt brokerage fees, net | | $ | 446,014 | | $ | 359,061 | | $ | 86,953 | | 24 | % | |
Fair value of expected net cash flows from servicing, net | | | 287,145 | | | 358,000 | | | (70,855) | | (20) | | |
Servicing fees | |
| 278,466 | |
| 235,801 | |
| 42,665 | | 18 | | |
Property sales broker fees | | | 119,981 | | | 38,108 | | | 81,873 | | 215 | | |
Net warehouse interest income, loans held for sale | | | 14,396 | | | 17,936 | | | (3,540) | | (20) | | |
Net warehouse interest income, loans held for investment | | | 7,712 | | | 11,390 | | | (3,678) | | (32) | | |
Escrow earnings and other interest income | |
| 8,150 | |
| 18,255 | |
| (10,105) | | (55) | | |
Other revenues | |
| 97,314 | |
| 45,156 | |
| 52,158 | | 116 | | |
Total revenues | | $ | 1,259,178 | | $ | 1,083,707 | | $ | 175,471 | | 16 | | |
| | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | |
Personnel | | $ | 603,487 | | $ | 468,819 | | $ | 134,668 | | 29 | % | |
Amortization and depreciation | | | 210,284 | | | 169,011 | | | 41,273 | | 24 | | |
Provision (benefit) for credit losses | |
| (13,287) | |
| 37,479 | |
| (50,766) | | (135) | | |
Interest expense on corporate debt | |
| 7,981 | |
| 8,550 | |
| (569) | | (7) | | |
Other operating expenses | |
| 98,655 | |
| 69,582 | |
| 29,073 | | 42 | | |
Total expenses | | $ | 907,120 | | $ | 753,441 | | $ | 153,679 | | 20 | | |
Income from operations | | $ | 352,058 | | $ | 330,266 | | $ | 21,792 | | 7 | | |
Income tax expense | |
| 86,428 | |
| 84,313 | |
| 2,115 | | 3 | | |
Net income before noncontrolling interests | | $ | 265,630 | | $ | 245,953 | | $ | 19,677 | | 8 | | |
Less: net income (loss) from noncontrolling interests | |
| (132) | |
| (224) | |
| 92 |
| (41) | | |
Walker & Dunlop net income | | $ | 265,762 | | $ | 246,177 | | $ | 19,585 | | 8 | | |
CONSOLIDATED
| | | | | | | | | | | | | |
| | For the year ended | | | | |
| | |||||
| | December 31, | | Dollar | | Percentage |
| | |||||
(dollars in thousands) |
| 2022 |
| 2021 |
| Change |
| Change |
|
| |||
Revenues | | | | | | | | | | | | | |
Loan origination and debt brokerage fees, net | | $ | 348,007 | | $ | 446,014 | | $ | (98,007) | | (22) | % | |
Fair value of expected net cash flows from servicing, net | | | 191,760 | | | 287,145 | | | (95,385) | | (33) | | |
Servicing fees | |
| 300,191 | |
| 278,466 | |
| 21,725 | | 8 | | |
Property sales broker fees | | | 120,582 | | | 119,981 | | | 601 | | 1 | | |
Investment management fees | | | 71,931 | | | 25,637 | | | 46,294 | | 181 | | |
Net warehouse interest income | |
| 15,777 | |
| 22,108 | |
| (6,331) | | (29) | | |
Escrow earnings and other interest income | |
| 52,830 | |
| 8,150 | |
| 44,680 | | 548 | | |
Other revenues | |
| 157,675 | |
| 71,677 | |
| 85,998 | | 120 | | |
Total revenues | | $ | 1,258,753 | | $ | 1,259,178 | | $ | (425) | | - | | |
| | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | |
Personnel | | $ | 607,366 | | $ | 603,487 | | $ | 3,879 | | 1 | % | |
Amortization and depreciation | | | 235,031 | | | 210,284 | | | 24,747 | | 12 | | |
Provision (benefit) for credit losses | |
| (11,978) | |
| (13,287) | |
| 1,309 | | (10) | | |
Interest expense on corporate debt | |
| 34,233 | |
| 7,981 | |
| 26,252 | | 329 | | |
Other operating expenses | |
| 129,136 | |
| 98,655 | |
| 30,481 | | 31 | | |
Total expenses | | $ | 993,788 | | $ | 907,120 | | $ | 86,668 | | 10 | | |
Income from operations | | $ | 264,965 | | $ | 352,058 | | $ | (87,093) | | (25) | | |
Income tax expense | |
| 56,034 | |
| 86,428 | |
| (30,394) | | (35) | | |
Net income before noncontrolling interests | | $ | 208,931 | | $ | 265,630 | | $ | (56,699) | | (21) | | |
Less: net income (loss) from noncontrolling interests | |
| (4,889) | |
| (132) | |
| (4,757) |
| 3,604 | | |
Walker & Dunlop net income | | $ | 213,820 | | $ | 265,762 | | $ | (51,942) | | (20) | | |
Overview
The increaseRevenues decreased slightly as increases in servicing fees, investment management fees, escrow earnings and other interest income, and other revenues, was mainly drivenwere offset by increases decreases in loan origination and debt brokerage fees, net (“origination fees”), servicing fees, property sales broker fees, and other revenues, partially offset by decreases in the fair value of expected net cash flows from servicing, net (“MSR Income”income”), net warehouse interest income for both loans held for sale and held for investment, and escrow earnings and other interest income. The increase in origination fees was primarily related to an overall increase in debt financing volume, particularly in our brokered product.. Servicing fees increased largely from an increase in the average servicing portfolio outstanding. The increase in property sales brokerInvestment management fees was a resultincreased due to the addition of the significant increase in property sales volume. The increase in other revenues was driven by increases in prepaymentinvestment management fees research subscription fees, and fee revenues from our LIHTC operations. MSR Income decreased as a result of a decrease in GSE debt financing volume. Net warehouse interest income decreased due to decreasesoperations acquired in the average balances and net spreads for both loans held for sale (“LHFS”) and loans held for investment (“LHFI”).fourth quarter of 2021. Escrow earnings and other interest income decreasedincreased largely as a result of higher escrow earnings rates due to rising interest rates. Other revenues increased primarily as a substantialresult of a one-time gain from the revaluation of our previously held equity-method investment in Apprise (“Apprise revaluation gain”) in connection with the GeoPhy acquisition, and increases in (i) other revenues from our LIHTC operations, (ii) research subscription fees, and (iii) gains from equity-method investments, partially offset by a decline in prepayment fees. Origination fees and MSR income decreased primarily as a result of a decline in the earnings rate from our debt financing volumes due to market volatility and rising interest rates over the second half of the year and a decrease in the average earnings rate.Agency debt financing volume.
The increase in expenses was mainly driven by increases in personnel expenses, amortization and depreciation, and other operating expenses, partially offset by a reduction in provision (benefit) for credit losses. The increase in personnel expenses was primarily due to increases in commission costs due to the increasesall expense categories, primarily in origination feesamortization and property sales broker feesdepreciation, interest expense on corporate debt, and salaries and benefits costs due primarily to an increase in the average headcount.other operating expenses. Amortization and depreciation expense increased primarily due to an increase in the average MSR balance.balance and an increase in intangible asset amortization resulting from acquisitions in 2021 and 2022. Interest expense on corporate debt increased due to the increase in the size of the debt outstanding, including the assumption of Alliant’s note payable in the fourth quarter of 2021, and the rising interest rate environment in 2022. Other operating expenses increased largely as a result of (i) the overall growth of the CompanyCompany’s operations over the past year including expenses from acquired subsidiaries and additional(ii) an increase in travel and entertainment costs relatedcompared to acquisition activity during2021 when our travel and entertainment expenses were depressed due to the year. The change toon-going effects of the pandemic. These substantial increases were partially offset by a benefit for credit lossesthe revaluation of contingent consideration liabilities.
Income Tax Expense. The decrease in 2021 from a provision for credit losses in 2020 was driven primarily byincome tax expense relates to a decrease in our CECL reserve.
income from operations and the tax impacts of the
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Revenues$39.6 million Apprise revaluation gain. The gain is an unrealized, non-taxable gain. Accordingly, no income tax expense was recorded for this gain. Based on our blended statutory rate, the benefit to our income tax expense was $10.3 million.
The following tables provide additional information that helps explain changes in origination fees and MSR income over the past two years:
| | | | | | |
| | | | |||
| | For the year ended December 31, | | |||
Debt Financing Volume by Product Type | | 2021 | | | 2020 | |
Fannie Mae | | 19 | % | | 37 | % |
Freddie Mac | | 13 | | | 25 | |
Ginnie Mae - HUD | | 5 | | | 6 | |
Brokered | | 60 | | | 31 | |
Interim Loans | | 3 | | | 1 | |
| | | | | | | | | | | |
| For the year ended December 31, | | | | Percentage | | |||||
Mortgage Banking Details (dollars in thousands) | 2021 | | 2020 | | Change | | Change | | |||
Origination Fees (1) | $ | 446,014 | | $ | 359,061 | | $ | 86,953 | | 24 | % |
MSR Income (2) | $ | 287,145 | | $ | 358,000 | | $ | (70,855) | | (20) | |
Origination Fee Rate (3) (basis points) | | 93 | | | 104 | | | (11) | | (11) | |
MSR Rate (4) (basis points) | | 60 | | | 104 | | | (44) | | (42) | |
Agency MSR Rate (5) (basis points) | | 161 | | | 152 | | | 9 | | 6 | |
Loan origination and debt brokerage fees, net. The increase was driven by the 40% increase in overall debt financing volume, particularly in our brokered debt financing, which grew by 170%, in 2021 compared to 2020. The increase due to debt financing volume was partially offset by a decline in the origination fee rate, as our debt financing volume mix shifted towards brokered loans from Agency loans. Brokered loans typically have lower origination fee margins than Agency loans.
Fair value of the expected net cash flows associated with the servicing of the loan, net of any guaranty obligations retained. The decrease was due to a 28% decrease in GSE debt financing volume, particularly our Fannie Mae debt financing volume, which decreased 27%. Partially offsetting the decline due to volume was an increase in the Agency MSR Rate. The decline in Fannie Mae debt financing volume was partially the result of a portfolio of loans originated in 2020 with over $2 billion in volume, with no comparable large portfolio transaction in 2021. The Agency MSR Rate increased year over year due primarily to this large portfolio, which had a lower-than-average servicing fee and to an increase in the weighted-average servicing fee on Fannie Mae non-portfolio debt financing volume in 2021. The overall Fannie Mae weighted-average servicing fee increased from 45 basis points in 2020 to 52 basis points in 2021.
See the “Overview of Current Business Environment” section above for a detailedA discussion of the factors driving the changes in debt financing volumes.
Servicing Fees. The increase was primarily attributable to increases in the average servicing portfolio period over period as shown below, primarily due to the $4.6 billion net increase in Fannie Mae serviced loans and a $3.6 billion net increase in brokered loans serviced over the past year, coupled with increases in the servicing portfolio’s average servicing fee rates as shownfinancial results for our segments is included further below. The increases in the average servicing fee are the result of the large net increase in Fannie Mae debt financing volume with high servicing fees over the past year.
| | | | | | | | | | | |
| | | |||||||||
| For the year ended December 31, | | | | Percentage | | |||||
Servicing Fees Details (dollars in thousands) | 2021 | | 2020 | | Change | | Change | | |||
Average Servicing Portfolio | $ | 111,577,130 | | $ | 99,699,637 | | $ | 11,877,493 | | 12 | % |
Average Servicing Fee (basis points) | | 24.5 | | | 23.4 | | | 1.1 | | 5 | |
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Net Warehouse Interest Income, Loans Held for Sale. The decrease was the result of decreases in the average balance outstanding and in the net spread between the rate on the originated loans and the interest costs associated with the warehouse facility as shown below. The decrease in the average balance was related to the overall decrease in our GSE debt financing volume year over year. The decrease in the net spreads shown below was a result of the short-term interest rates upon which we incur interest expense decreasing at a slower rate than the mortgage rates upon which we earn interest income
| | | | | | | | | | | |
| | | |||||||||
| For the year ended December 31, | | | | Percentage | | |||||
Net Warehouse Interest Income Details - LHFS (dollars in thousands) | 2021 | | 2020 | | Change | | Change | | |||
Average LHFS Outstanding Balance | $ | 1,634,999 | | $ | 1,908,381 | | $ | (273,382) | | (14) | % |
LHFS Net Spread (basis points) | | 88 | | | 94 | | | (6) | | (6) | |
Net Warehouse Interest Income, Loans Held for Investment. The decrease was due to a decline in the average balance of loans held for investment outstanding from 2020 to 2021 and the net spread between the rate on the originated loans and the interest costs associated with the warehouse facility. The decrease in the average balance was due to payoffs continuing to outpace loan originations in 2021. Additionally, much of our debt financing volume in 2021 was for loans with short maturities. In 2020, we had a larger balance of loans funded with corporate cash, resulting in a higher net spread.
| | | | | | | | | | | |
| | | |||||||||
| For the year ended December 31, | | | | Percentage | | |||||
Net Warehouse Interest Income Details - LHFI (dollars in thousands) | 2021 | | 2020 | | Change | | Change | | |||
Average LHFI Outstanding Balance | $ | 270,525 | | $ | 348,947 | | $ | (78,422) | | (22) | % |
LHFI Net Spread (basis points) | | 285 | | | 326 | | | (41) | | (13) | |
Escrow Earnings and Other Interest Income. The decrease was primarily due to a significant decrease in average earnings rate on our escrow accounts resulting from a decrease in short-term interest rates in the broader market, slightly offset by an increase in the average balance of escrow accounts due to an increase in the average servicing portfolio. The decrease in the average earnings rate was due to substantial decreases in short-term interest rates, upon which our earnings rates are based, over the past year and a half as discussed above in the “Overview of Current Business Environment” section.
Property Sales Broker Fees. The increase was driven by a significant increase in property sales volume year over year. See the “Overview of Current Business Environment” section above for a detailed discussion of the factors driving the changes in property sales volumes.
Other Revenues. The increase was driven primarily by increases in prepayment fees, research subscription fees, investment management fees, and other revenues. Prepayment fees increased $18.1 million in 2021 compared to 2020 as the volume of the loans that prepaid in 2021 was substantially higher than in 2020 due to changes in the interest rate environment and an increase in property acquisition activity in 2021. In 2021, we acquired Zelman, which resulted in the addition of $7.3 million of research subscription fee revenues, and Alliant, which generated $20.4 million in investment management fees and other revenues.
Expenses
Personnel.The increase was primarily the result of (i) a $101.9 million increase in commission costs due to higher origination fees and property sales broker fees, (ii) a $28.3 million increase in salaries and benefits due to a 20% increase in average headcount to support our growth efforts, and (iii) an $8.3 million increase in share-based compensation expense due to higher expense associated with a stock grant provided to the vast majority of our non-executive employee base in the fourth quarter of 2020 and share-based compensation expense associated with our performance share plans due to the Company’s financial performance in 2021. Partially offsetting these increases in personnel costs was a decrease of $7.2 million in the accrual for subjective bonuses from 2020.
Amortization and Depreciation. The increase was primarily attributed to loan origination activity and the resulting growth in the average MSR balance. During the year ended December 31, 2021, we added $91.0 million of MSRs, net of amortization and write offs due to prepayment. Additionally, the write off of MSRs due to prepayment increased $12.3 million due to the aforementioned increase in prepayment activity in 2021.
Provision (benefit) for Credit Losses. The change in the provision (benefit) for credit losses in 2021 was due to improvements in the forecasted unemployment rate and sustained strength in multifamily operating fundamentals. The forecasted loss rate as of December 31, 2020 was six basis points compared to one basis point upon implementation at January 1, 2020 as a result of the expected negative economic impacts
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of the COVID-19 pandemic, resulting in a significant provision expense for 2020. With the economic improvements noted above, we lowered our forecast-period loss rate to three basis points at December 31, 2021, resulting in a large benefit for 2021. The benefit related to a decrease in the forecast-period loss rate, which was partially offset by an increase in the balance of our at-risk Fannie Mae servicing portfolio during the year.
Other Operating Expenses. The increase was driven primarily by increases in professional fees and other expenses. Professional fees increased $8.6 million primarily due to additional costs related to the acquisitions completed during the year, including Alliant. Other expenses increased primarily due to two non-recurring charges related to (i) a $2.7 million write-off of deferred issuance costs related to our Prior Term Loan (as defined below) that was paid off at the issuance of our new Term Loan and (ii) a $6.9 million accelerated earnout accrual related to the 2020 acquisition of the non-controlling interest in WDIS. The remaining increase was the result of additional costs in travel and entertainment and marketing due to our growth. Partially offsetting these increases was a $6.0 million decrease due to a non-recurring charge in 2020 from the write-off of previously capitalized software implementation costs related to a planned servicing system conversion that was terminated in 2020.
Income Tax Expense. The increase in income tax expense is related to the 7% increase in income from operations, partially offset by a decrease in the effective tax rate from 25.5% in 2020 to 24.5% in 2021. The decrease in the effective tax rate related primarily to an increase in excess tax benefits of $1.3 million and a reduction to the impact of uncertain tax positions of $3.8 million.
Non-GAAP Financial Measures
To supplement our financial statements presented in accordance with GAAP, we use adjusted EBITDA, a non-GAAP financial measure. The presentation of adjusted EBITDA is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. When analyzing our operating performance, readers should use adjusted EBITDA in addition to, and not as an alternative for, net income. Adjusted EBITDA represents net income before income taxes, interest expense on our term loan facility, and amortization and depreciation, adjusted for provision for credit losses net of write-offs, share-based incentive compensation charges, and the fair value of expected net cash flows from servicing, net. Because not all companies use identical calculations, our presentation of adjusted EBITDA may not be comparable to similarly titled measures of other companies. Furthermore, adjusted EBITDA is not intended to be a measure of free cash flow for our management’s discretionary use, as it does not reflect certain cash requirements such as tax and debt service payments. The amounts shown for adjusted EBITDA may also differ from the amounts calculated under similarly titled definitions in our debt instruments, which are further adjusted to reflect certain other cash and non-cash charges that are used to determine compliance with financial covenants.
We use adjusted EBITDA to evaluate the operating performance of our business, for comparison with forecasts and strategic plans, and for benchmarking performance externally against competitors. We believe that this non-GAAP measure, when read in conjunction with our GAAP financials, provides useful information to investors by offering:
● | the ability to make more meaningful period-to-period comparisons of our ongoing operating results; |
● | the ability to better identify trends in our underlying business and perform related trend analyses; and |
● | a better understanding of how management plans and measures our underlying business. |
We believe that adjusted EBITDA has limitations in that it does not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP and that adjusted EBITDA should only be used to evaluate our results of operations in conjunction with net income.
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Adjusted EBITDA is reconciled to net income as follows:
ADJUSTED FINANCIAL METRIC RECONCILIATION TO GAAP
CONSOLIDATED
| | | | | | | | ||||||
| | | | | | | | For the year ended | | ||||
| | For the year ended December 31, | | December 31, | | ||||||||
(in thousands) |
| 2021 |
| 2020 |
| 2022 |
| 2021 |
| ||||
Reconciliation of Walker & Dunlop Net Income to Adjusted EBITDA | | | | | | | | | | | | | |
Walker & Dunlop Net Income | | $ | 265,762 | | $ | 246,177 | | $ | 213,820 | | $ | 265,762 | |
Income tax expense | | | 86,428 | | | 84,313 | |
| 56,034 | |
| 86,428 | |
Interest expense on corporate debt | | | 7,981 | | | 8,550 | |
| 34,233 | |
| 7,981 | |
Amortization and depreciation | | | 210,284 | | | 169,011 | |
| 235,031 | |
| 210,284 | |
Provision (benefit) for credit losses | | | (13,287) | | | 37,479 | |
| (11,978) | |
| (13,287) | |
Net write-offs | | | — | | | — | |
| (4,631) | |
| — | |
Share-based compensation expense | | | 36,582 | | | 28,319 | |
| 33,987 | |
| 36,582 | |
Gain from revaluation of previously held equity-method investment | | | (39,641) | | | — | | ||||||
Write-off of unamortized issuance costs from corporate debt retirement | | | 2,673 | | | — | | | — | | | 2,673 | |
Fair value of expected net cash flows from servicing, net | | | (287,145) | | | (358,000) | |
| (191,760) | |
| (287,145) | |
Adjusted EBITDA | | $ | 309,278 | | $ | 215,849 | | $ | 325,095 | | $ | 309,278 | |
| | | | | | | | | | | | | |
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Year Ended December 31, 20212022 Compared to Year Ended December 31, 20202021
The following table presents a period-to-period comparison of the components of our adjusted EBITDA for the years ended December 31, 20212022 and 2020:2021:
ADJUSTED EBITDA –2021–2022 COMPARED TO 20202021
CONSOLIDATED
| | | | | | | | | | | | | | | | | | | | | | |
| For the year ended | | | | | |
| For the year ended | | | | | |
| ||||||||
| December 31, | | Dollar | | Percentage |
| December 31, | | Dollar | | Percentage |
| ||||||||||
(dollars in thousands) | 2021 |
| 2020 |
| Change |
| Change |
| 2022 |
| 2021 |
| Change |
| Change |
| ||||||
Loan origination and debt brokerage fees, net | $ | 446,014 | | $ | 359,061 | | $ | 86,953 | | 24 | % | $ | 348,007 | | $ | 446,014 | | $ | (98,007) | | (22) | % |
Servicing fees |
| 278,466 | |
| 235,801 | |
| 42,665 | | 18 | |
| 300,191 | |
| 278,466 | |
| 21,725 | | 8 | |
Property sales broker fees | | 119,981 | | | 38,108 | | | 81,873 | | 215 | | | 120,582 | | | 119,981 | | | 601 | | 1 | |
Investment management fees | | 71,931 | | | 25,637 | | | 46,294 | | 181 | | |||||||||||
Net warehouse interest income |
| 22,108 | |
| 29,326 | |
| (7,218) | | (25) | |
| 15,777 | |
| 22,108 | |
| (6,331) | | (29) | |
Escrow earnings and other interest income |
| 8,150 | |
| 18,255 | |
| (10,105) | | (55) | |
| 52,830 | |
| 8,150 | |
| 44,680 | | 548 | |
Other revenues |
| 97,446 | |
| 45,380 | |
| 52,066 | | 115 | |
| 122,923 | |
| 71,809 | |
| 51,114 | | 71 | |
Personnel |
| (566,905) | |
| (440,500) | |
| (126,405) | | 29 | |
| (573,379) | |
| (566,905) | |
| (6,474) | | 1 | |
Net write-offs |
| — | |
| — | |
| — | | N/A | |
| (4,631) | |
| — | |
| (4,631) | | N/A | |
Other operating expenses |
| (95,982) | |
| (69,582) | |
| (26,400) | | 38 | |
| (129,136) | |
| (95,982) | |
| (33,154) | | 35 | |
Adjusted EBITDA | $ | 309,278 | | $ | 215,849 | | $ | 93,429 | | 43 | | $ | 325,095 | | $ | 309,278 | | $ | 15,817 | | 5 | |
| | | | | | | | | | | | | | | | | | | | | | |
The increasedecrease in origination fees was primarily related to an increasedecreases in both the earnings rate on our debt financing volumes and the overall debt financing volumes year over year. Servicing fees increased due to an increase in the average servicing portfolio period over period as a result of the substantial debt financing volume and relatively few payoffs.portfolio. Property sales brokerInvestment management fees increased as a resultdue to the addition of investment management fees from our LIHTC operations acquired in the increase in property sales volume.fourth quarter of 2021. Net warehouse interest income decreased primarily due to decreases in the net spreads and average outstanding balances. Escrow earnings and other interest income decreasedincreased primarily as a result of a decline in the averagehigher escrow earnings rate. rate due to rising interest rates. Other revenues increased primarily due to increases in prepayment fees and additional revenue from the acquisitions of Zelman and Alliant.
The increase in personnel expense was primarily due to increased commissions expense resulting from the increases in origination fees and property sales broker fees and salaries and benefits expense due to an increase in average headcount. Other operating expenses increased as a result of the overall growth of the Company over the past year, two non-recurring charges mentioned above, andincreases in: (i) other revenues from increased costs associated with due diligence for acquisitions.our LIHTC operations, (ii) research subscription fees (iii) gains from equity-method investments, partially offset by decreases in prepayment fees.
The increase in personnel expense was primarily due to increased salaries and benefits expense due to an increase in average headcount, partially offset by a decrease in commission costs due to lower debt financing volumes and a decrease in accruals for other performance-based compensation due to the Company’s performance. Net write-offs increased due to a loss settlement that occurred in the fourth quarter of 2022 with no comparable activity in 2021. Other operating expenses increased largely as a result of (i) the overall growth of the Company over the past year including expenses from acquired subsidiaries and (ii) an increase in travel and entertainment costs compared to 2021 when our travel and entertainment expenses were depressed due to the on-going effects of the pandemic. The increase in Other operating expenses was partially offset by a benefit for the revaluation of contingent consideration liabilities.
Financial Condition
Cash Flows from Operating Activities
Our cash flows from operations are generated from loan sales, servicing fees, escrow earnings, net warehouse interest income, property sales broker fees, investment management fees, research subscription fees, investment banking advisory fees, and other income, net of loan origination and operating costs. Our cash flows from operations are impacted by the fees generated by our loan originations and property sales, the timing of loan closings, assets under management, escrow
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account balances, the average balance of loans held for investment, and the period of time loans are held for sale in the warehouse loan facility prior to delivery to the investor.
Cash Flows from Investing Activities
We usually lease facilities and equipment for our operations. Our cash flows from investing activities also include the funding and repayment of loans held for investment, contributions to and distributions from joint ventures, purchases of equity-method investments, and the purchase of available-for-sale (“AFS”) securities pledged to Fannie Mae. We opportunistically invest cash for acquisitions and MSR portfolio purchases.
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Cash Flows from Financing Activities
We use our warehouse loan facilities and, when necessary, our corporate cash to fund loan closings.closings, both for loans held for sale and loans held for investments. We also use warehouse facilities to assist in funding investments in tax credit equity before transferring them to a tax credit fund. We believe that our current warehouse loan facilities are adequate to meet our increasing loan origination and tax credit equity syndication needs. Historically, we have used a combination of long-term debt and cash flows from operations to fund large acquisitions, repurchase shares, pay cash dividends, make long-term debt principal payments, and fundrepay short-term borrowings on a portionregular basis. We issue stock primarily in connection with exercise of loans heldstock options (cash inflow) and for investment.acquisitions (non-cash transactions).
YearsYear Ended December 31, 20212022 Compared to YearsYear Ended December 31, 20202021
The following table presents a period-to-period comparison of the significant components of cash flows for the year ended December 31, 20212022 and 2020.2021.
SIGNIFICANT COMPONENTS OF CASH FLOWS – 20212022 COMPARED TO 20202021
| | | | | | | | | | | | |
| | For the year ended December 31, | | Dollar | | Percentage |
| |||||
(dollars in thousands) |
| 2021 |
| 2020 |
| Change |
| Change |
| |||
Net cash provided by (used in) operating activities | | $ | 870,455 | | $ | (1,411,370) | | $ | 2,281,825 | | (162) | % |
Net cash provided by (used in) investing activities | |
| (377,551) | |
| 115,179 | |
| (492,730) | | (428) | |
Net cash provided by (used in) financing activities | |
| (457,726) | |
| 1,517,627 | |
| (1,975,353) | | (130) | |
Total of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period ("Total cash") | | | 393,180 | | | 358,002 | | | 35,178 | | 10 | |
| | | | | | | | | | | | |
Cash flows from (used in) operating activities | | | | | | | | | | | | |
Net receipt (use) of cash for loan origination activity | | $ | 620,774 | | $ | (1,611,627) | | $ | 2,232,401 | | (139) | % |
Net cash provided by (used in) operating activities, excluding loan origination activity | | | 249,681 | | | 200,257 | | | 49,424 | | 25 | |
| | | | | | | | | | | | |
Cash flows from (used in) investing activities | | | | | | | | | | | | |
Purchases of pledged AFS securities | | $ | (31,750) | | $ | (24,883) | | $ | (6,867) | | 28 | % |
Proceeds from the prepayment/sale of pledged AFS securities | | | 45,301 | | | 19,635 | | | 25,666 | | 131 | |
Purchase of equity-method investments | | | (33,446) | | | (1,682) | | | (31,764) | | 1,888 | |
Acquisitions, net of cash received | | | (420,555) | | | (46,784) | | | (373,771) | | 799 | |
Net payoff of (investment in) loans held for investment | | | 91,760 | | | 180,338 | | | (88,578) | | (49) | |
Net distributions from (investments in) joint ventures | | | (19,653) | | | (8,462) | | | (11,191) | | 132 | |
| | | | | | | | | | | | |
Cash flows from (used in) financing activities | | | | | | | | | | | | |
Borrowings (repayments) of warehouse notes payable, net | | $ | (635,912) | | $ | 1,718,470 | | $ | (2,354,382) | | (137) | % |
Borrowings of interim warehouse notes payable | |
| 266,575 | |
| 60,770 | |
| 205,805 | | 339 | |
Repayments of interim warehouse notes payable | |
| (227,999) | |
| (167,960) | |
| (60,039) | | 36 | |
Net borrowings (repayments) of notes payable | | | 303,727 | | | (2,977) | | | 306,704 | | (10,302) | |
Repurchase of common stock | | | (18,872) | | | (45,774) | | | 26,902 | | (59) | |
Borrowings (repayments) of secured borrowings | | | (73,312) | | | 2,766 | | | (76,078) | | (2,750) | |
Cash dividends paid | | | (64,453) | | | (45,350) | | | (19,103) | | 42 | |
CONSOLIDATED
| | | | | | | | | | | | |
| | For the year ended December 31, | | Dollar | | Percentage |
| |||||
(dollars in thousands) |
| 2022 |
| 2021 |
| Change |
| Change |
| |||
Net cash provided by (used in) operating activities | | $ | 1,582,704 | | $ | 870,455 | | $ | 712,249 | | 82 | % |
Net cash provided by (used in) investing activities | |
| (133,777) | |
| (377,551) | |
| 243,774 | | (65) | |
Net cash provided by (used in) financing activities | |
| (1,583,824) | |
| (457,726) | |
| (1,126,098) | | 246 | |
Total of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period ("Total cash") | | | 258,283 | | | 393,180 | | | (134,897) | | (34) | |
| | | | | | | | | | | | |
Cash flows from (used in) operating activities | | | | | | | | | | | | |
Net receipt (use) of cash for loan origination activity | | $ | 1,372,681 | | $ | 620,774 | | $ | 751,907 | | 121 | % |
Net cash provided by (used in) operating activities, excluding loan origination activity | | | 210,023 | | | 249,681 | | | (39,658) | | (16) | |
| | | | | | | | | | | | |
Cash flows from (used in) investing activities | | | | | | | | | | | | |
Purchases of pledged AFS securities | | $ | (60,802) | | $ | (31,750) | | $ | (29,052) | | 92 | % |
Proceeds from the prepayment/sale of pledged AFS securities | | | 14,040 | | | 45,301 | | | (31,261) | | (69) | |
Purchase of equity-method investments | | | (26,099) | | | (33,446) | | | 7,347 | | (22) | |
Acquisitions, net of cash received | | | (114,163) | | | (420,555) | | | 306,392 | | (73) | |
Capital expenditures | | | (21,995) | | | (9,208) | | | (12,787) | | 139 | |
Net payoff of (investment in) loans held for investment | | | 67,709 | | | 91,760 | | | (24,051) | | (26) | |
Net distributions from (investments in) joint ventures | | | 7,533 | | | (19,653) | | | 27,186 | | 138 | |
| | | | | | | | | | | | |
Cash flows from (used in) financing activities | | | | | | | | | | | | |
Borrowings (repayments) of warehouse notes payable, net | | $ | (1,370,705) | | $ | (635,912) | | $ | (734,793) | | 116 | % |
Borrowings of interim warehouse notes payable | |
| 36,459 | |
| 266,575 | |
| (230,116) | | (86) | |
Repayments of interim warehouse notes payable | |
| (63,858) | |
| (227,999) | |
| 164,141 | | (72) | |
Borrowings (repayments) of notes payable | | | (36,629) | | | 303,727 | | | (340,356) | | (112) | |
Payment of contingent consideration | | | (21,191) | | | — | | | (21,191) | | N/A | |
Repurchase of common stock | | | (42,369) | | | (18,872) | | | (23,497) | | 125 | |
Borrowings (repayments) of secured borrowings | | | — | | | (73,312) | | | 73,312 | | (100) | |
Cash dividends paid | | | (80,145) | | | (64,453) | | | (15,692) | | 24 | |
The change in cash flows from operating activities was driven primarily by loans originated and sold. Such loans are held for short periods of time, generally less than 60 days, and impact cash flows presented as of a point in time. The decreaseincrease in cash flows usedreceived in loan origination activities is primarily attributable to sales of loans held for sale outpacing originations by $1.4 billion in 2022 compared to $620.8 million in 2021 compared to originations outpacing sales of loans held for sale by $1.6 billion in 2020. Our GSE debt financing activity decreased year over year, which resulted in less cash used in originations during 2021. Excluding cash used for the origination and sale of loans, cash flows provided by operations were $210.0 million in 2022, down from $249.7 million in 2021, up from $200.3 million in 2020.2021. The increasedecrease is primarily the result of a $19.7(i) $56.7 million increasedecrease in net income before noncontrolling interests,interest, (ii) a lower$39.6 million increase in a non-cash adjustment for gainsthe Apprise revaluation gain in 2022 with no comparable activity in 2021, and (iii) $58.5 million decrease in adjustments for other operating activities, partially offset by a $120.1 million change in non-cash adjustments for MSRs and amortization and depreciation. The significant decrease in Total cash over the past year is largely attributable to acquisition activity coupled with a decrease in cash provided by operating activities, excluding loan origination activity.
The decrease in cash used in investing activities in 2022 from 2021 was due to (i) a decrease in cash used in acquisitions in 2022 compared
38
to 2021, (ii) a decrease in the purchase of equity-method investments as capital calls for capital commitments decreased year over year, and (iii) a change from net investments in joint ventures to net distributions from joint ventures, partially offset by (i) an increase in the net purchase of pledged AFS securities, as we reinvested prepayments from the prior year, (ii) an increase in capital expenditures due to the build out of our new corporate headquarters, and (iii) a decrease in the net payoff of loans held for investment. Cash used in acquisitions decreased, as in 2021, we had four acquisitions, including the Alliant acquisition, the largest acquisition in Company history, compared to two acquisitions, including GeoPhy, and a large payment for working capital adjustments for the Alliant acquisition in 2022. Our distributions from joint ventures outpaced our investments as our joint ventures originated fewer loans in 2022. Net payoff of loans held for investment decreased, as there were fewer payoffs and originations in 2022 than in 2021.
The increase in cash used in financing activities was attributable to (i) an increase in net warehouse repayments, (ii) a change to net repayments from net borrowings of interim warehouse notes payable, (iii) a change from net borrowings to net repayments of notes payable, (iv) an increase in the payment of contingent consideration as the Company made payments in 2022 for certain acquired entities in prior years, (v) an increase in repurchases of common stock, and (vi) an increase in dividends paid, partially offset by a decrease in repayments of secured borrowings. The increase in the net repayments of warehouse notes payable was due to the aforementioned increase in cash received for loan origination activity. The change to net cash repayments from net borrowings of interim warehouse notes payable was primarily due to an increase in net repayments of interim loans as we had fewer originations in 2022. The change from net borrowings to net repayments of notes payable was due to the refinancing and increase of our Term Loan in December 2021 with no comparable activity in 2022 and due to the required quarterly paydowns of a note payable at our subsidiary, Alliant. The increase in cash paid for repurchases of common stock was related to significant vesting events in our various share-based compensation plans and the $11.1 million repurchase of common stock through our 2022 stock repurchase program compared to no repurchases under the 2021 stock repurchase program. Cash dividends paid increased largely as a result of the increase in our dividend to $0.60 per share in 2022 compared to $0.50 per share in 2021
Segment Results
The Company is managed based on our three reportable segments: (i) Capital Markets, (ii) Servicing & Asset Management, and (iii) Corporate. The segment results below are intended to present each of the reportable segments on a stand-alone basis.
Capital Markets
Our Capital Markets segment provides a comprehensive range of commercial real estate finance products to our customers, including Agency lending, debt brokerage, property sales, and appraisal and valuation services. The Company’s long-established relationships with the Agencies and institutional investors enable our Capital Markets segment to offer a broad range of loan products and services to the Company’s customers, including first mortgage, second trust, supplemental, construction, mezzanine, preferred equity, and small-balance loans. This segment also provides property sales services to owners and developers of multifamily properties and commercial real estate and multifamily property appraisals for various investors. The Capital Markets segment also provides real estate-related investment banking and advisory services, including housing market research.
39
SUPPLEMENTAL OPERATING DATA
CAPITAL MARKETS
| | | | | | |
| For the year ended December 31, | | ||||
(in thousands; except per share data) | 2022 |
| 2021 |
| ||
Transaction Volume: | | | | | | |
Components of Debt Financing Volume | | | | | | |
Fannie Mae | $ | 9,950,152 | | $ | 9,301,865 | |
Freddie Mac |
| 6,320,201 | |
| 6,154,828 | |
Ginnie Mae ̶ HUD |
| 1,118,014 | |
| 2,340,699 | |
Brokered(1) |
| 25,878,519 | |
| 29,670,226 | |
Total Debt Financing Volume | $ | 43,266,886 | | $ | 47,467,618 | |
Property sales volume | | 19,732,654 | | | 19,254,697 | |
Total Transaction Volume | $ | 62,999,540 | | $ | 66,722,315 | |
| | | | | | |
Key Performance Metrics: | | | | | | |
Net income | $ | 156,078 | | $ | 262,194 | |
Adjusted EBITDA(2) | | 36,201 | | | 84,626 | |
Operating margin | | 28 | % | | 39 | % |
| | | | | | |
Key Revenue Metrics (as a percentage of debt financing volume): | | | | | | |
Origination fees | | 0.80 | % | | 0.93 | % |
MSR income | | 0.44 | | | 0.60 | |
MSR income, as a percentage of Agency debt financing volume | | 1.10 | | | 1.61 | |
(1) | Brokered transactions for life insurance companies, commercial banks, and other capital sources. |
(2) | This is a non-GAAP financial measure. For more information on adjusted EBITDA, refer to the section below titled “Non-GAAP Financial Measure”. |
FINANCIAL RESULTS –2022 COMPARED TO 2021
CAPITAL MARKETS
| | | | | | | | | | | | |
| | For the year ended | | | | |
| |||||
| | December 31, | | Dollar | | Percentage |
| |||||
(dollars in thousands) |
| 2022 |
| 2021 |
| Change |
| Change |
| |||
Revenues | | | | | | | | | | | | |
Loan origination and debt brokerage fees, net | | $ | 345,779 | | $ | 440,044 | | $ | (94,265) | | (21) | % |
Fair value of expected net cash flows from servicing, net | | | 191,760 | | | 287,145 | | | (95,385) | | (33) | |
Property sales broker fees | | | 120,582 | | | 119,981 | | | 601 | | 1 | |
Net warehouse interest income, loans held for sale | |
| 9,667 | |
| 14,396 | |
| (4,729) | | (33) | |
Other revenues | |
| 41,046 | |
| 20,458 | |
| 20,588 | | 101 | |
Total revenues | | $ | 708,834 | | $ | 882,024 | | $ | (173,190) | | (20) | |
| | | | | | | | | | | | |
Expenses | | | | | | | | | | | | |
Personnel | | $ | 485,958 | | $ | 500,052 | | $ | (14,094) | | (3) | % |
Amortization and depreciation | |
| 3,084 | |
| 2,877 | |
| 207 | | 7 | |
Interest expense on corporate debt | | | 8,647 | | | 5,078 | | | 3,569 | | 70 | |
Other operating expenses | |
| 11,817 | |
| 26,420 | |
| (14,603) | | (55) | |
Total expenses | | $ | 509,506 | | $ | 534,427 | | $ | (24,921) | | (5) | |
Income from operations | | $ | 199,328 | | $ | 347,597 | | $ | (148,269) | | (43) | |
Income tax expense | |
| 42,153 | |
| 85,333 | |
| (43,180) | | (51) | |
Net income before noncontrolling interests | | $ | 157,175 | | $ | 262,264 | | $ | (105,089) | | (40) | |
Less: net income (loss) from noncontrolling interests | |
| 1,097 | |
| 70 | |
| 1,027 |
| 1,467 | |
Net income | | $ | 156,078 | | $ | 262,194 | | $ | (106,116) | | (40) | |
40
Revenues
Loan origination and debt brokerage fees, net and Fair value of expected net cash flows from servicing, net. The following tables provide additional information that helps explain changes in origination fees and MSR income period over period:
| | | | | | |
| | | | |||
| | For the year ended December 31, | | |||
Debt Financing Volume by Product Type | | 2022 | | | 2021 | |
Fannie Mae | | 23 | % | | 20 | % |
Freddie Mac | | 15 | | | 13 | |
Ginnie Mae - HUD | | 3 | | | 5 | |
Brokered | | 59 | | | 62 | |
| | | | | | | | | | | |
| For the year ended December 31, | | | | Percentage | | |||||
Mortgage Banking Details (basis points) | 2022 | | 2021 | | Change | | Change | | |||
Origination Fee Rate (1) | | 80 | | | 93 | | | (13) | | (14) | |
Agency MSR Rate (2) | | 110 | | | 161 | | | (51) | | (32) | |
(1) | Origination fees as a percentage of total debt financing volume. |
(2) | MSR Income as a percentage of Agency debt financing volume. |
The decrease in origination fees was the result of a 13-basis-point decrease in our origination fee rate and a 9% decrease in overall debt financing volume. The decline in the origination fee rate was driven by a combination of a decline in in our HUD debt financing volumes and a decline in the margins we earn on our debt financing products, particularly with our Fannie Mae volume. Our Fannie Mae volume in 2022 included a $1.9 billion portfolio of loans that had a relatively lower origination fee rate that is typical for transactions of that size. We had no such portfolio transactions in 2021.
The decrease in MSR income was attributable to the fair value32% decrease in our Agency MSR Rate, coupled with a substantial decrease in our HUD debt financing volumes. The weighted-average servicing fees on new Fannie Mae debt financing volume declined 38% due to tightening of future servicing rights, netfees due to large interest rate increases during 2022. Our Fannie Mae and HUD products are our most profitable products.
See the “Overview of guaranty obligationCurrent Business Environment” section above for a detailed discussion of $70.9 million, and a lower adjustmentthe factors driving the changes in debt financing volumes.
Net Warehouse Interest Income, Loans Held for changeSale. The decrease was the result of decreases in the fair valueaverage balance outstanding and in the net spread between the rate on the originated loans and the interest costs associated with the warehouse facility as shown below. The decrease in the average balance was related to the overall decrease in our debt financing volume year over year, particularly our HUD originations. The decrease in the net spreads shown below was a result of premiumsthe rapidly rising interest rate environment.
| | | | | | | | | | | |
| | | |||||||||
| For the year ended December 31, | | | | Percentage | | |||||
Net Warehouse Interest Income Details - LHFS (dollars in thousands) | 2022 | | 2021 | | Change | | Change | | |||
Average LHFS Outstanding Balance | $ | 1,326,690 | | $ | 1,634,999 | | $ | (308,309) | | (19) | % |
LHFS Net Spread (basis points) | | 73 | | | 88 | | | (15) | | (17) | |
Other Revenues. The increase was due to an increase in our research subscription revenues and appraisal revenues, partially offset by a decrease in miscellaneous revenues. Research subscription fees increased $13.1 million year over year primarily due to the acquisition of Zelman early in the third quarter of 2021. 2022 included a full year of revenue from research services compared to less than half a year in 2021. Appraisal revenues increased due to the consolidation of Apprise in the first quarter of 2022, resulting in $8.3 million of appraisal revenue recognized during 2022. The appraisal revenue was accounted for as income from equity method investments prior to the consolidation of Apprise.
Expenses
Personnel. The decrease was primarily the result of a $51.7 million decrease in debt financing commission costs as a result of the decrease in debt financing activity and the related origination fees, of $52.4partially offset by a $26.3 million partiallyincrease in salaries and benefits and an $8.9 million increase in other compensation costs. These increases in salaries and benefits and other compensation costs were due to higher
41
average headcount resulting from (a) acquisitions and hiring initiatives and (b) the GeoPhy acquisition and corresponding consolidation of Apprise.
Interest expense on corporate debt. The increase was primarily driven by an increase in the interest rate on our corporate debt as the lockout on the cap of our floating interest rate expired.
Other Operating Expenses. The decrease stemmed from an $18.0 million benefit for the revaluation of contingent consideration liabilities allocated to the Capital Markets segment, partially offset by increases in travel and entertainment costs of $5.8 million as our bankers and brokers attended more in person meetings compared to 2021 when the effects of the pandemic were still depressing business travel.
Income Tax Expense. Income tax expense is determined at a lower adjustmentconsolidated corporate level and allocated to each segment proportionally based on each segment’s income from operations, except for significant, one-time tax activities, which are allocated entirely to the provision (benefit)segment impacted by the tax activity.
Non-GAAP Financial Measure
A reconciliation of adjusted EBITDA for credit lossesour Capital Markets segment is presented below. Our segment level adjusted EBITDA represents the segment portion of $50.8 million, a greater increaseconsolidated adjusted EBITDA. A detailed description and reconciliation of consolidated adjusted EBITDA is provided above in receivablesour Consolidated Results of $23.6 million, and a smaller decrease in other liabilities of $24.7 million.Operations—Non-GAAP Financial Measure. CM adjusted EBITDA is reconciled to net income as follows:
ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP
CAPITAL MARKETS
| | | | | | |
| | For the year ended | ||||
| | December 31, | ||||
(in thousands) |
| 2022 |
| 2021 | ||
Reconciliation of Net Income to Adjusted EBITDA | | | | | | |
Net Income | | $ | 156,078 | | $ | 262,194 |
Income tax expense | |
| 42,153 | |
| 85,333 |
Interest expense on corporate debt | | | 8,647 | | | 5,078 |
Amortization and depreciation | | | 3,084 | | | 2,877 |
Share-based compensation expense | | | 17,999 | | | 16,289 |
MSR Income | |
| (191,760) | |
| (287,145) |
Adjusted EBITDA | | $ | 36,201 | | $ | 84,626 |
The changefollowing tables present period-to-period comparisons of the components of CM adjusted EBITDA for the years ended December 31, 2022 and 2021.
ADJUSTED EBITDA – 2022 COMPARED TO 2021
CAPITAL MARKETS
| | | | | | | | | | | |
| For the year ended | | | | | |
| ||||
| December 31, | | Dollar | | Percentage |
| |||||
(dollars in thousands) | 2022 |
| 2021 |
| Change |
| Change |
| |||
Origination fees | $ | 345,779 | | $ | 440,044 | | $ | (94,265) | | (21) | % |
Property sales broker fees | | 120,582 | | | 119,981 | | | 601 | | 1 | |
Net warehouse interest income, loans held for sale |
| 9,667 | |
| 14,396 | |
| (4,729) | | (33) | |
Other revenues |
| 39,949 | |
| 20,388 | |
| 19,561 | | 96 | |
Personnel |
| (467,959) | |
| (483,763) | |
| 15,804 | | (3) | |
Other operating expenses |
| (11,817) | |
| (26,420) | |
| 14,603 | | (55) | |
Adjusted EBITDA | $ | 36,201 | | $ | 84,626 | | $ | (48,425) | | (57) | |
Loan origination and debt brokerage fees, net decreased due to a decrease in our origination fee rate and a decrease in our overall debt financing volume. Net warehouse interest income decreased due to decreases in the net spread and average outstanding balance. The decrease in personnel expense was primarily due to decreased commission costs due to the decrease in origination fees, partially offset by growth in salaries and benefits costs resulting from cash providedan increase in the average headcount from acquisitions and hiring initiatives. Other operating expenses
42
decreased primarily due to a contingent consideration revaluation gain in 2022, partially offset by growth in the segment’s operations and increases in travel and entertainment costs as our bankers and brokers attended more in person meetings in 2022.
Servicing & Asset Management
The Servicing & Asset Management segment’s activities include: (i) servicing and asset-managing the portfolio of loans the Company (a) originates and sells to the Agencies, (b) brokers to certain life insurance companies, and (c) originates through its principal lending and investing activities, and (ii) managing third-party capital invested in 2020tax credit equity funds focused on the affordable housing sector and other commercial real estate.
SUPPLEMENTAL OPERATING DATA
SERVICING & ASSET MANAGEMENT
| | | | | | |
(in thousands; except per share data) | | As of December 31, | ||||
Managed Portfolio: |
| 2022 |
| 2021 | ||
Components of Servicing Portfolio | | | | | | |
Fannie Mae | | $ | 59,226,168 | | $ | 53,401,457 |
Freddie Mac | |
| 37,819,256 | |
| 37,138,836 |
Ginnie Mae - HUD | |
| 9,868,453 | |
| 9,889,289 |
Brokered (1) | |
| 16,013,143 | |
| 15,035,439 |
Principal Lending and Investing (2) | |
| 206,835 | |
| 235,543 |
Total Servicing Portfolio | | $ | 123,133,855 | | $ | 115,700,564 |
Assets under management | | | 16,748,449 | | | 16,437,865 |
Total Managed Portfolio | | $ | 139,882,304 | | $ | 132,138,429 |
| | | | | | | | | |
| | | | | | | |
| | For the year ended | | ||||
| | December 31, | | ||||
Key Volume and Performance Metrics: | | 2022 | | 2021 | | ||
Principal Lending and Investing debt financing volume(3) | | $ | 339,098 | | $ | 1,443,502 | |
Net income | | | 139,691 | | | 105,142 | |
Adjusted EBITDA(4) | | | 410,429 | | | 333,292 | |
Operating margin | | | 33 | % | | 37 | % |
| | | | | | |
| | As of December 31, | ||||
Key Servicing Portfolio Metrics: | | 2022 |
| 2021 | ||
Custodial escrow account balance (in billions) | | $ | 2.7 | | $ | 3.7 |
Weighted-average servicing fee rate (basis points) | | | 24.5 | | | 24.9 |
Weighted-average remaining servicing portfolio term (years) | | | 8.8 | | | 9.2 |
| | | | | | |
| | | As of December 31, | |||
Components of assets under management (in thousands) | | 2022 | | 2021 | ||
LIHTC | | $ | 14,499,642 | | $ | 14,266,339 |
Investment funds | | | 1,355,999 | | | 1,323,330 |
Interim Program JV Managed Loans(5) | | | 892,808 | | | 848,196 |
Total assets under management | | $ | 16,748,449 | | $ | 16,437,865 |
| | | | | | |
(1) | Brokered loans serviced primarily for life insurance companies. |
(2) | Consists of interim loans not managed for the Interim Program JV. |
(3) | For the year ended December 31, 2022, comprised solely of WDIP separate account originations. For the year ended December 31, 2022, includes $86.3 million from the Interim Program JV, $117.1 million from the Interim Loan Program and $135.7 million from WDIP separate accounts. For the year ended December 31, 2021, includes $860.0 million from the Interim Program JV, $537.1 million from the Interim Loan Program, and $46.4 million from WDIP separate accounts. |
(4) | This is a non-GAAP financial measure. For more information on adjusted EBITDA, refer to the section below titled “Non-GAAP Financial Measure”. |
(5) | Comprised only of Interim Program JV managed loans. |
43
FINANCIAL RESULTS – 2022 COMPARED TO 2021
SERVICNG & ASSET MANAGEMENT
| | | | | | | | | | | | |
| | For the year ended | | | | |
| |||||
| | December 31, | | Dollar | | Percentage |
| |||||
(dollars in thousands) |
| 2022 |
| 2021 |
| Change |
| Change |
| |||
Revenues | | | | | | | | | | | | |
Loan origination and debt brokerage fees, net | | $ | 2,228 | | $ | 5,970 | | $ | (3,742) | | (63) | % |
Servicing fees | | | 300,191 | | | 278,466 | | | 21,725 | | 8 | |
Investment management fees | | | 71,931 | | | 25,637 | | | 46,294 | | 181 | |
Net warehouse interest income, loans held for investment | |
| 6,110 | |
| 7,712 | |
| (1,602) | | (21) | |
Escrow earnings and other interest income | |
| 51,010 | |
| 7,776 | |
| 43,234 | | 556 | |
Other revenues | |
| 75,960 | |
| 52,916 | |
| 23,044 | | 44 | |
Total revenues | | $ | 507,430 | | $ | 378,477 | | $ | 128,953 | | 34 | |
| | | | | | | | | | | | |
Expenses | | | | | | | | | | | | |
Personnel | | $ | 69,970 | | $ | 36,412 | | $ | 33,558 | | 92 | % |
Amortization and depreciation | |
| 225,515 | |
| 203,118 | |
| 22,397 | | 11 | |
Provision (benefit) for credit losses | | | (11,978) | | | (13,287) | | | 1,309 | | (10) | |
Interest expense on corporate debt | | | 23,621 | | | 1,749 | | | 21,872 | | 1,251 | |
Other operating expenses | |
| 30,738 | |
| 11,401 | |
| 19,337 | | 170 | |
Total expenses | | $ | 337,866 | | $ | 239,393 | | $ | 98,473 | | 41 | |
Income from operations | | $ | 169,564 | | $ | 139,084 | | $ | 30,480 | | 22 | |
Income tax expense | |
| 35,859 | |
| 34,144 | |
| 1,715 | | 5 | |
Income before noncontrolling interests | | $ | 133,705 | | $ | 104,940 | | $ | 28,765 | | 27 | |
Less: net income (loss) from noncontrolling interests | |
| (5,986) | |
| (202) | |
| (5,784) |
| 2,863 | |
Net income | | $ | 139,691 | | $ | 105,142 | | $ | 34,549 | | 33 | |
Revenues
Loan origination and debt brokerage fees, net. The decrease was due to cash used bya 77% decrease in our principal lending and investing activitiesdebt financing volumes. Debt financing volume for this segment includes loans made on transitional multifamily properties on our balance sheet or through the Interim Program JV. Due to the challenging macroeconomic conditions, we scaled back our lending on transitional assets in 20212022.
Servicing Fees. The increase was primarily attributable to the changes shownan increase in the table above.average servicing portfolio period over period as shown below, primarily due to a $5.8 billion net increase in Fannie Mae serviced loans and a $977.7 million net increase in brokered loans serviced over the past year, coupled with the increase in the servicing portfolio’s average servicing fee rate as shown below. The increase in the average servicing fee rate is the result of the relatively large volume of Fannie Mae debt financing volume over the past year, resulting in Fannie Mae loans composing a higher percentage of the overall portfolio. Fannie Mae loans have the highest servicing fees of all our products.
| | | | | | | | | | | |
| | | |||||||||
| For the year ended December 31, | | | | Percentage | | |||||
Servicing Fees Details (dollars in thousands) | 2022 | | 2021 | | Change | | Change | | |||
Average Servicing Portfolio | $ | 118,887,131 | | $ | 111,577,130 | | $ | 7,310,001 | | 7 | % |
Average Servicing Fee (basis points) | | 24.8 | | | 24.5 | | | 0.3 | | 1 | |
Investment Management Fees. The increase was primarily driven by the addition of investment management fees from our LIHTC operations due to our acquisition of Alliant late in the fourth quarter of 2021, which added an incremental $47.4 million of investment management fees from 2021.
Escrow earnings and other interest income. The increase was driven primarily by an increase in our escrow earnings of $37.7 million, coupled with an increase in interest income from pledged securities, cash paid for acquisitionsbalances, and other investments. The earnings rate on escrow balances and other interest-earning assets increased significantly as a result of rising interest rates over the past year, partially offset by a reduction in the average balance of escrows outstanding.
44
Other Revenues. The increase was primarily due to a $35.9 million increase in other revenues from our LIHTC operations, partially offset by a $13.7 million decrease in prepayment fees. The increase in other revenues from LIHTC operations was driven by our subsidiary Alliant, which was acquired in the fourth quarter of 2021. The decrease in prepayment fees was due to a substantial decrease in the volume of loans that prepaid year over year due to the higher interest rate environment and the amount of prepayment fees earned on that volume.
Expenses
Personnel. The increase was primarily the result of increases in salaries and benefits of $24.0 million and bonus accruals by $8.7 million. Salaries and benefits and bonus accruals increased during the increaseyear ended December 31, 2022 primarily due to growth in headcount as a result of the Alliant acquisition that occurred late in the sizefourth quarter of the acquisitions in 2021, compared to 2020, particularly the acquisition of Alliant in 2021, the largest acquisition in our history. Thepartially offset by a decrease in net payoff of loans held for investmentthe accrual rate due to the Company’s performance in 2022.
Amortization and Depreciation. The increase was primarily attributed to loan origination activity and the resulting growth in the average MSR balance and due to an increase in originations in 2021 compared to 2020 asintangible asset amortization. Over the past 12 months, we paused the originationshave added $110.3 million of loans held for investment for several months in 2020 dueMSRs, net of disposals. Due to the COVID-19 pandemic. We increasedAlliant acquisition in December 2021, we added $170.8 million in intangible assets to SAM, resulting in an increase in amortization expense of $12.4 million for the year ended December 31, 2022.
Interest expense on corporate debt.The increase was primarily driven by (i) an increase in the portion of corporate debt related to SAM, (ii) the assumption of a securitized debt instrument late in the fourth quarter of 2021 in connection with the Alliant acquisition, and (iii) an increase in the interest rate on our investments in equity-method investmentscorporate debt as we increasedthe lockout on the cap of our investments in small strategic opportunities. Net proceeds from prepayment/sale of pledged AFS securities increased as prepayments of AFS securities were greater than our purchases of AFS securities in 2021.floating rate expired. The increase in purchases of AFS investmentscorporate debt related to SAM was due to the $300.0 million of additional debt incurred to acquire Alliant. The increase in the interest rate was driven by rapidly rising interest rates during 2022.
Other Operating Expenses. The increase primarily stemmed from relatively small increases in various expense types. For the year ended December 31, 2022, the increase was primarily due to a $16.7 million increase in other operating costs and a $2.3 million increase in professional fees. The increases in other operating costs and professional fees were primarily due to additional operating expenses at Alliant, which was acquired late in the fourth quarter of 2021, and a $4.5 million expense for the revaluation of contingent consideration liabilities in the fourth quarter of 2022 due to the performance of Alliant.
Income Tax Expense. Income tax expense is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s income from operations, except for significant, one-time tax activities, which are allocated entirely to the segment impacted by the tax activity.
Non-GAAP Financial Measure
A reconciliation of adjusted EBITDA for our Servicing & Asset Management segment is presented below. Our segment level adjusted EBITDA represents the segment portion of consolidated adjusted EBITDA. A detailed description and reconciliation of consolidated adjusted EBITDA is provided above in our Consolidated Results of Operations—Non-GAAP Financial Measure. SAM adjusted EBITDA is reconciled to net income as follows:
ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP
SERVICING & ASSET MANAGEMENT
| | | | | | |
| | For the year ended | ||||
| | December 31, | ||||
(in thousands) |
| 2022 |
| 2021 | ||
Reconciliation of Net Income to Adjusted EBITDA | | | | | | |
Net Income | | $ | 139,691 | | $ | 105,142 |
Income tax expense | |
| 35,859 | |
| 34,144 |
Interest expense on corporate debt | | | 23,621 | | | 1,749 |
Amortization and depreciation | |
| 225,515 | |
| 203,118 |
Provision (benefit) for credit losses | | | (11,978) | | | (13,287) |
Net write-offs | | | (4,631) | | | — |
Share-based compensation expense | |
| 2,352 | |
| 2,426 |
Adjusted EBITDA | | $ | 410,429 | | $ | 333,292 |
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The following tables present period-to-period comparisons of the components of SAM adjusted EBITDA for the years ended December 31, 2022 and 2021.
ADJUSTED EBITDA – 2022 COMPARED TO 2021
SERVICING & ASSET MANAGEMENT
| | | | | | | | | | | |
| For the year ended | | | | | |
| ||||
| December 31, | | Dollar | | Percentage |
| |||||
(dollars in thousands) | 2022 |
| 2021 |
| Change |
| Change |
| |||
Loan origination and debt brokerage fees, net | $ | 2,228 | | $ | 5,970 | | $ | (3,742) | | (63) | % |
Servicing fees |
| 300,191 | |
| 278,466 | |
| 21,725 | | 8 | |
Investment management fees | | 71,931 | | | 25,637 | | | 46,294 | | 181 | |
Net warehouse interest income, loans held for investment |
| 6,110 | |
| 7,712 | |
| (1,602) | | (21) | |
Escrow earnings and other interest income |
| 51,010 | |
| 7,776 | |
| 43,234 | | 556 | |
Other revenues |
| 81,946 | |
| 53,118 | |
| 28,828 | | 54 | |
Personnel |
| (67,618) | |
| (33,986) | |
| (33,632) | | 99 | |
Net write-offs |
| (4,631) | |
| — | |
| (4,631) | | N/A | |
Other operating expenses |
| (30,738) | |
| (11,401) | |
| (19,337) | | 170 | |
Adjusted EBITDA | $ | 410,429 | | $ | 333,292 | | $ | 77,137 | | 23 | |
Origination fees decreased primarily due to a decrease in our principal lending and investing origination volume. Servicing fees increased due to growth in the average servicing portfolio period over period as a result of loan originations and an increase in the average servicing fee rate. Investment management fees increased due to the addition of our LIHTC operations from our acquisition in the fourth quarter of 2021. Escrow earnings and other interest income increased primarily due to the rise in the escrow earnings rate. Other revenues increased primarily due to the addition of other revenues from our LIHTC operations, partially offset by a decrease in prepayment fees. Net write-offs increased due to a loss settlement that occurred in the fourth quarter of 2022 with no comparable activity in 2021. Personnel and other operating expenses increased due to growth in headcount and operations from the aforementioned prepaymentsacquisition. Additionally, other operating expenses increased due to a contingent consideration revaluation expense in 2022.
Corporate
The Corporate segment consists primarily of AFS. the Company’s treasury operations and other corporate-level activities. Our treasury activities include monitoring and managing liquidity and funding requirements, including corporate debt. Other corporate-level activities include equity-method investments, accounting, information technology, legal, human resources, marketing, internal audit, and various other corporate groups (“support functions”). We do not allocate costs from these support functions to its other segments in presenting segment operating results. We do allocate interest expense and income tax expense. Corporate debt and the related interest expense are allocated first based on specific acquisitions where debt was directly used to fund the acquisition, such as the acquisition of Alliant, and then based on the remaining segment assets. Income tax expense is allocated proportionally based on income from operations at each segment, except for significant, one-time tax activities, which are allocated entirely to the segment impacted by the tax activity.
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FINANCIAL RESULTS – 2022 COMPARED TO 2021
CORPORATE
| | | | | | | | | | | | |
| | For the year ended | | | | |
| |||||
| | December 31, | | Dollar | | Percentage |
| |||||
(dollars in thousands) |
| 2022 |
| 2021 |
| Change |
| Change |
| |||
Revenues | | | | | | | | | | | | |
Other interest income | | $ | 1,820 | | $ | 374 | | $ | 1,446 | | 387 | % |
Other revenues | |
| 40,669 | |
| (1,697) | |
| 42,366 | | (2,497) | |
Total revenues | | $ | 42,489 | | $ | (1,323) | | $ | 43,812 | | (3,312) | |
| | | | | | | | | | | | |
Expenses | | | | | | | | | | | | |
Personnel | | $ | 51,438 | | $ | 67,023 | | $ | (15,585) | | (23) | % |
Amortization and depreciation | |
| 6,432 | |
| 4,289 | |
| 2,143 | | 50 | |
Interest expense on corporate debt | |
| 1,965 | |
| 1,154 | |
| 811 | | 70 | |
Other operating expenses | |
| 86,581 | |
| 60,834 | |
| 25,747 | | 42 | |
Total expenses | | $ | 146,416 | | $ | 133,300 | | $ | 13,116 | | 10 | |
Income from operations | | $ | (103,927) | | $ | (134,623) | | $ | 30,696 | | (23) | |
Income tax expense (benefit) | |
| (21,978) | |
| (33,049) | |
| 11,071 | | (33) | |
Net income | | $ | (81,949) | | $ | (101,574) | | $ | 19,625 | | (19) | |
| | | | | | | | | | | | |
Adjusted EBITDA | | $ | (121,535) | | $ | (108,640) | | $ | (12,895) | | 12 | % |
Revenues
Other Revenues. The increase was primarily due to the $39.6 million Apprise revaluation gain, which was recognized in the first quarter of 2022. As part of our acquisition of GeoPhy, we acquired its 50% interest in Apprise. The revaluation of our existing 50% ownership interest with a carrying value of $18.9 million to a fair value of $58.5 million resulted in a $39.6 million gain. The remaining increase was primarily due to a $6.1 million increase in income from our other equity-method investments, mostly related to the first quarter of 2022. Partially offsetting the increase in Other revenues was a $2.7 million decrease in investment income from the Company’s deferred compensation plan.
Expenses
Personnel. The decrease was primarily the result of (i) a $16.1 million decrease to the accrual for subjective bonuses, (ii) a $4.2 million decrease in stock compensation expense related to the Company’s performance share plan, and (iii) a $2.7 million decrease in compensation expense related to the Company’s deferred compensation plan, partially offset by a $6.8 million increase in salaries and benefits due to an increase in the average headcount. The decreases related to (i) and (ii) were due to the Company’s performance in 2022. The majority of the decrease came from a reduction in senior management compensation due to the Company’s performance in 2022.
Other Operating Expenses. For the year ended December 31, 2022, the increase was primarily driven by: (i) a $16.4 million increase in office expenses related to the growth of the Company and acquired offices, (ii) a $6.3 million increase in professional fees largely related to our acquisitions, (iii) a $2.2 million increase in travel and entertainment costs attributable to the growth of the Company and depressed travel and entertainment costs in 2021 due to the pandemic, and (iv) a $2.1 million increase in marketing costs related to the diversification of the Company, especially in support of acquired businesses and new business initiatives.
Income Tax Expense. Income tax expense is determined at a consolidated corporate level and allocated to each segment proportionally based on each segment’s income from operations, except for significant, one-time tax activities, which are allocated entirely to the segment impacted by the tax activity.
Non-GAAP Financial Measure
A reconciliation of adjusted EBITDA for our Corporate segment is presented below. Our segment level adjusted EBITDA represents the segment portion of consolidated adjusted EBITDA. A detailed description and reconciliation of consolidated adjusted EBITDA is provided above in our Consolidated Results of Operations—Non-GAAP Financial Measure. Corporate adjusted EBITDA is reconciled to net income as follows:
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ADJUSTED FINANCIAL MEASURE RECONCILIATION TO GAAP
CORPORATE
| | | | | | |
| | For the year ended | ||||
| | December 31, | ||||
(in thousands) |
| 2022 |
| 2021 | ||
Reconciliation of Net Income to Adjusted EBITDA | | | | | | |
Net Income | | $ | (81,949) | | $ | (101,574) |
Income tax expense (benefit) | |
| (21,978) | |
| (33,049) |
Interest expense on corporate debt | |
| 1,965 | |
| 1,154 |
Amortization and depreciation | |
| 6,432 | |
| 4,289 |
Share-based compensation expense | |
| 13,636 | |
| 17,867 |
Gain from revaluation of previously held equity-method investment | | | (39,641) | | | — |
Write-off of unamortized issuance costs from corporate debt retirement | | | — | | | 2,673 |
Adjusted EBITDA | | $ | (121,535) | | $ | (108,640) |
The following tables present period-to-period comparisons of the components of Corporate adjusted EBITDA for the years ended December 31, 2022 and 2021.
ADJUSTED EBITDA – 2022 COMPARED TO 2021
CORPORATE
| | | | | | | | | | | |
| For the year ended | | | | | |
| ||||
| December 31, | | Dollar | | Percentage |
| |||||
(dollars in thousands) | 2022 |
| 2021 |
| Change |
| Change |
| |||
Other interest income |
| 1,820 | |
| 374 | |
| 1,446 | | 387 | % |
Other revenues |
| 1,028 | |
| (1,697) | |
| 2,725 | | (161) | |
Personnel |
| (37,802) | |
| (49,156) | |
| 11,354 | | (23) | |
Other operating expenses |
| (86,581) | |
| (58,161) | |
| (28,420) | | 49 | |
Adjusted EBITDA | $ | (121,535) | | $ | (108,640) | | $ | (12,895) | | 12 | |
| | | | | | | | | | | |
The increase in investment in joint ventures relatedother revenue was primarily due to thean increase in originations forincome from our Interim Program JV.
other equity-method investments, partially offset by a decrease in investment income from the Company’s deferred compensation plan. The change to cash used from cash provided by financing activitydecrease in personnel expense was primarily attributable to the changes shown in the table above. The change in net borrowings of warehouse notes payable during 2021 was largely due to the decreasedecreases in cash usedaccruals for loan origination activity, as noted above. The repayment of secured borrowings wassubjective bonuses, stock compensation expense related to the result ofCompany’s performance share plan, and expenses related to the maturity of the loanCompany’s deferred compensation plan, partially offset by increased salaries and benefits resulting from an increase in the second quarter of 2021, a unique transaction. Cash dividends paidaverage headcount. Other operating expenses increased as a result of the increase inoverall growth of the Company over the past year and from increased office costs from our dividend to $2.00 per share in 2021 compared to $1.44 per share in 2020. Net borrowings of notes payable changed due to the refinancing and increase of our Term Loan in December 2021 to fund our acquisition of Alliant. Net borrowings of interim warehouse notes payable increased due to the increase in originations of loans held for investments noted above. The decrease in cash paid for repurchases of common stock was related to repurchases under approved stock repurchase programs. In 2021, we did not repurchase any shares under approved repurchase programs, while in 2020 we repurchased $26.1 million of shares under such programs.acquisitions.
Liquidity and Capital Resources
Uses of Liquidity, Cash and Cash Equivalents
Our significant recurring cash flow requirements consist of liquidity to (i) fund loans held for sale; (ii) fund loans held for investment under the Interim Loan Program; (iii) pay cash dividends; (iv) fund our portion of the equity necessary for the operations of the Interim Program JV, our appraisal JV, and other equity-method investments; (v) fund investments in properties to be syndicated to LIHTC investment funds that we will asset-manage; (vi) make payments related to earnouts from acquisitions, (vii) meet working capital needs to support our day-to-day operations, including debt service payments, joint venture development partnershipspartnership contributions, servicing advances and payments for salaries, commissions, and income taxes,; and (viii) meet working capital to satisfy collateral requirements for our Fannie Mae DUS risk-sharing obligations and to meet the operational liquidity requirements of Fannie Mae, Freddie Mac, HUD, Ginnie Mae, and our warehouse facility lenders.
Fannie Mae has established benchmark standards for capital adequacy and reserves the right to terminate our servicing authority for all or some of the portfolio if, at any time, it determines that our financial condition is not adequate to support our obligations under the DUS agreement. We are required to maintain acceptable net worth as defined in the standards, and we satisfied the requirements as of December 31, 2021.2022. The net worth requirement is derived primarily from unpaid balances on Fannie Mae loans and the level of risk-sharing. As of December 31, 2021,2022, the net worth requirement was $258.2$285.6 million, and our net worth was $722.4$692.8 million, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC. As of December 31, 2021,2022, we were required to maintain at least $51.1$56.9 million of liquid
48
assets to meet our operational liquidity requirements for Fannie Mae, Freddie Mac, HUD, Ginnie Mae and our warehouse facility lenders. As of December 31, 2021,2022, we had operational liquidity of $251.7$170.8 million, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC.
We paid a cash dividend of $0.50$0.60 per share each quarter of 2021,2022, which is 39%20% higher than the quarterly dividend paid in each quarter of 2020. In2021. On February 2022,20, 2023, the Company’s Board of Directors declared a dividend of $0.60$0.63 per share for the first quarter of 2022, an increase of 20%.2023. The dividend will be paid on March 10, 202223, 2023 to all holders of record of our restricted and unrestricted common stock as of February 22, 2022. We expect to continue to make regular quarterly dividend payments for the foreseeable future. March 8, 2023.
Over the past three years, we have returned $177.5$227.1 million to investors in the form ofthrough the repurchase of 594568 thousand shares of our common stock under share repurchase programs for a cost of $30.5$37.2 million and cash dividend payments of $147.0$189.9 million. Additionally, we have invested $619.4$648.3 million in acquisitions.acquisitions, $300.0 million of which was financed by an increase in our Term Loan (as defined below). On occasion, we may use cash to fully fund some loans held for investment or loans held for sale instead of using our warehouse lines. As of December 31, 2022, we did not fully fund any such loans. We continually seek opportunities to complete additional acquisitions if we believe the economics are favorable.
42
In February 2021,2022, our Board of Directors approved a stock repurchase program; we did not repurchase any shares under this program. In February 2022, our Board approved a new stock repurchase program that permitspermitted the repurchase of up to $75.0 million of shares of our common stock over a 12-month period beginning February 13, 2022. Through December 31, 2022 we repurchased 109 thousand shares under the 2022 stock repurchase program and had $63.9 million of remaining capacity under that program. In February 2023, our Board of Directors approved a stock repurchase program that permits the repurchase of up to $75.0 million shares of our common stock over a 12-month period beginning February 23, 2023.
We have contractual obligations to make future cash payments on lease agreements on our various offices of $29.5$79.6 million as of December 31, 2021.2022. NOTE 1514 in the consolidated financial statements contains additional details related to future lease payments. We have contractual obligations to repay short-term and long-term debt. The total principal balance for such debt is $2.7$1.2 billion as of December 31, 2021. Most2022, of this balancewhich $538.1 million will be repaid with the proceeds from the sale of loans held for sale and the repayments of loans held for investment. NOTE 6 in the consolidated financial statements contains additional details related to these future debt payments. The expected interest associated with these debt payments is $31.2 million in 2022, $25.0$52.0 million in 2023, $22.2$40.2 million in 2024, $20.4$37.9 million in 2025, and $19.4$37.5 million in 2026.2026, and $37.1 million in 2027. The interest for long-term debt is based on a variable rate. Such interest is calculated based on the effective interest rate as of December 31, 2021.2022. The amounts above do not include any payments related to the Alliant note payable since it was repaid in January 2023.
Historically, our cash flows from operations and warehouse facilities have been sufficient to enable us to meet our short-term liquidity needs and other funding requirements. We believe that cash flows from operations will continue to be sufficient for us to meet our current obligations for the foreseeable future.
Restricted Cash and Pledged Securities
Restricted cash consists primarily of good faith deposits held on behalf of borrowers between the time we enter into a loan commitment with the borrower and the investor purchases the loan and cash held in collection accounts to be used to fund the repayment of the Alliant note payable. We are generally required to share the risk of any losses associated with loans sold under the Fannie Mae DUS program, our only off-balance sheet arrangement. We are required to secure this obligation by assigning collateral to Fannie Mae. We meet this obligation by assigning pledged securities to Fannie Mae. The amount of collateral required by Fannie Mae is a formulaic calculation at the loan level and considers the balance of the loan, the risk level of the loan, the age of the loan, and the level of risk-sharing. Fannie Mae requires collateral for Tier 2 loans of 75 basis points, which is funded over a 48-month period that begins upon delivery of the loan to Fannie Mae. Collateral held in the form of money market funds holding U.S. Treasuries is discounted 5%, and Agency MBS are discounted 4% for purposes of calculating compliance with the collateral requirements. As of December 31, 2021,2022, we held substantially all of our restricted liquidity in Agency MBS in the aggregate amount of $104.3$142.6 million. Additionally, the majority of the loans for which we have risk-sharing are Tier 2 loans. We fund any growth in our Fannie Mae required operational liquidity and collateral requirements from our working capital.
We are in compliance with the December 31, 20212022 collateral requirements as outlined above. As of December 31, 2021,2022, reserve requirements for the December 31, 20212022 DUS loan portfolio will require us to fund $65.3$79.6 million in additional restricted liquidity over the next 48 months, assuming no further principal paydowns, prepayments, or defaults within our at-risk portfolio. Fannie Mae has assessed the DUS Capital Standards in the past and may make changes to these standards in the future. We generate sufficient cash flows from our operations to meet these capital standards and do not expect any future changes to have a material impact on our future operations; however, any future changes to collateral requirements may adversely impact our available cash.
Under the provisions of the DUS agreement, we must also maintain a certain level of liquid assets referred to as the operational and unrestricted portions of the required reserves each year. We satisfied these requirements as of December 31, 2021.2022.
4349
Sources of Liquidity: Warehouse Facilities and Notes Payable
The following table provides information related to ourWarehouse Facilities
We utilize a combination of warehouse facilities as of December 31, 2021.
| | | | | | | | | | | | | | |
| | December 31, 2021 | | | ||||||||||
(dollars in thousands) |
| Committed |
| Uncommitted | | Total Facility | | Outstanding |
| | ||||
Facility(1) | | Amount | | Amount | | Capacity | | Balance | | Interest rate(2) | ||||
Agency Warehouse Facility #1 | | $ | 425,000 | | $ | — | | $ | 425,000 | | $ | 34,032 |
| Adjusted Term SOFR plus 1.30% |
Agency Warehouse Facility #2 | |
| 700,000 | |
| 300,000 | |
| 1,000,000 | |
| 147,055 | | 30-day LIBOR plus 1.30% |
Agency Warehouse Facility #3 | |
| 600,000 | |
| 265,000 | |
| 865,000 | |
| 156,705 |
| 30-day LIBOR plus 1.30% |
Agency Warehouse Facility #4 | |
| 350,000 | |
| — | |
| 350,000 | |
| 45,337 |
| 30-day LIBOR plus 1.30% |
Agency Warehouse Facility #5 | | | — | | | 1,000,000 | | | 1,000,000 | | | 175,608 | | Adjusted Term SOFR plus 1.45% |
Agency Warehouse Facility #6 | | | 150,000 | | | 100,000 | | | 250,000 | | | — | | 30-day LIBOR plus 1.40% |
Agency Warehouse Facility #7 | | | 150,000 | | | 50,000 | | | 200,000 | | | 16,289 | | 30-day LIBOR plus 1.30% |
Total National Bank Agency Warehouse Facilities | | $ | 2,375,000 | | $ | 1,715,000 | | $ | 4,090,000 | | $ | 575,026 | | |
Fannie Mae repurchase agreement, uncommitted line and open maturity | | $ | — | | $ | 1,500,000 | | $ | 1,500,000 | | $ | 1,186,306 | | |
Total Agency Warehouse Facilities | | | 2,375,000 | | | 3,215,000 | | | 5,590,000 | | | 1,761,332 | | |
Interim Warehouse Facility #1 | | $ | 135,000 | | $ | — | | $ | 135,000 | | $ | — |
| 30-day LIBOR plus 1.90% |
Interim Warehouse Facility #2 | | | 100,000 | | | — | | | 100,000 | | | — | | 30-day LIBOR plus 1.65% to 2.00% |
Interim Warehouse Facility #3 | | | 200,000 | | | — | | | 200,000 | | | 153,009 | | 30-day LIBOR plus 1.75% to 3.25% |
Interim Warehouse Facility #4 | | | 19,810 | | | — | | | 19,810 | | | 19,810 | | 30-day LIBOR plus 3.00% |
Total National Bank Interim Warehouse Facilities | | $ | 454,810 | | $ | — | | $ | 454,810 | | $ | 172,819 | | |
Alliant Warehouse Facility | | $ | 30,000 | | $ | — | | $ | 30,000 | | $ | 8,296 | | Daily LIBOR plus 3.00% |
Total warehouse facilities | | $ | 2,859,810 | | $ | 3,215,000 | | $ | 6,074,810 | | $ | 1,942,447 | | |
and notes payable to provide funding for our operations. We utilize warehouse facilities to fund our Agency Warehouse Facilities
As of December 31, 2021, we had seven warehouse lines of credit in the aggregate amount of $4.1 billion with certain national banksLending, Interim Loan Program, and a $1.5 billion uncommitted facility with Fannie Mae (collectively, the “Agency Warehouse Facilities”) that we use to fund substantially allsmall portion of our loan originations. The seven warehouse facilities are revolving commitments we expect to renew annually (consistent with industry practice), and the Fannie Mae facility is provided on an uncommitted basis without a specific maturity date.LIHTC operations. Our ability to originate Agency mortgage loans depends upon our ability to secure and maintain these types of short-term financing on acceptable terms. An outline of the affirmative and negative covenants contained within the warehouse agreements and a summary of the amendments we executed during 2021 are detailed in NOTE 6 in the consolidated financial statements.
Agency Warehouse Facility #1:
We have a warehousing credit and security agreement with a national bank for a $425.0 million committed warehouse line that is scheduled to mature on October 24, 2022. The agreement provides us with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans. Advances are made at 100% of the loan balance and borrowings under this line bear interest at the Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus 130 basis points.
Agency Warehouse Facility #2:
We have a warehousing credit and security agreement with a national bank for a $700.0 million committed warehouse line that is scheduled to mature on April 14, 2022. The committed warehouse facility provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans. Advances are made at 100% of the loan balance, and borrowings under this line bear interest at 30-day LIBOR plus 130 basis points. In addition to the committed borrowing capacity, the agreement provides $300.0 million of uncommitted borrowing capacity that bears interest at the same rate as the committed facility.
44
Agency Warehouse Facility #3:
We have a $600.0 million committed warehouse credit and security agreement with a national bank that is scheduled to mature on May 14, 2022. The committed warehouse facility provides us with the ability to fund Fannie Mae, Freddie Mac, HUD and FHA loans. Advances are made at 100% of the loan balance, and the borrowings under the warehouse agreement bear interest at a rate of 30-day LIBOR plus 130 basis points, with a 30-day LIBOR floor of zero basis points. In addition to the committed borrowing capacity, the agreement provides $265.0 million of uncommitted borrowing capacity that bears interest at the same rate as the committed facility.
Agency Warehouse Facility #4:
We have a $350.0 million committed warehouse credit and security agreement with a national bank that is scheduled to mature on June 22, 2022. The warehouse facility provides us with the ability to fund Fannie Mae, Freddie Mac, HUD, FHA, and defaulted HUD and FHA loans and has a sublimit of $75.0 million to fund defaulted HUD and FHA loans. Advances are made at 100% of the loan balance, and the borrowings under the warehouse agreement bear interest at a rate of 30-day LIBOR plus 130 basis points, with a 30-day LIBOR floor of five basis points.
Agency Warehouse Facility #5:
We have a master repurchase agreement with a national bank for a $1.0 billion uncommitted advance credit facility that is scheduled to mature on September 15, 2022. The facility provides us with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans. Advances are made at 100% of the loan balance, and the borrowings under the repurchase agreement bear interest at a rate of Adjusted Term SOFR plus 145 basis points.
Agency Warehouse Facility #6:
During 2021, we entered into an agreement with a national bank to establish Agency Warehouse Facility #6. The facility has a $150.0 million committed borrowing capacity and provides us with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans under the facility. The facility is scheduled to mature on March 5, 2022. Advances are made at 100% of the loan balance, and the borrowings under the warehouse agreement bear interest at a rate of 30-day LIBOR plus 140 basis points with a 30-day LIBOR floor of 25 basis points. The agreement also provides $100.0 million of uncommitted borrowing capacity that bears interest at the same rate as the committed facility.
Agency Warehouse Facility #7:
During 2021, we entered into an agreement to establish Agency Warehouse Facility #7. The warehouse facility has a $150.0 million maximum committed borrowing capacity, provides us with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans, and matures on August 24, 2022. Advances are made at 100% of the loan balance, and the borrowings under the warehouse agreement bear interest at a rate of 30-day LIBOR plus 130 basis points. In addition to the committed borrowing capacity, the agreement provides $50.0 million of uncommitted borrowing capacity that bears interest at the same rate as the committed facility.
Uncommitted Agency Warehouse Facility:
We have a $1.5 billion uncommitted facility with Fannie Mae under its ASAP funding program. After approval of certain loan documents, Fannie Mae will fund loans after closing and the advances are used to repay the primary warehouse line. Fannie Mae will advance 99% of the loan balance. There is no expiration date for this facility.
Interim Warehouse Facilities
To assist in funding loans held for investment under the Interim Loan Program, we have four warehouse facilities with certain national banks in the aggregate amount of $0.5 billion as of December 31, 2021 (“Interim Warehouse Facilities”). Consistent with industry practice, three of these facilities are revolving commitments we expect to renew annually or bi-annually, and one is a commitment that matures according to the maturity date of the underlying loan it finances. Our ability to originate loans held for investment depends upon our ability to secure and maintain these types of short-term financingsfinancing agreements on acceptable terms. An outlineFor a detailed description of the terms of each warehouse agreement including the affirmative and negative covenants, contained within the warehouse agreements and a summary of the amendments we executed during 2021 are detailedrefer to “Warehouse Facilities” in NOTE 6 inof the consolidated financial statements.
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Interim Warehouse Facility #1:Notes Payable
We have a $135.0 million committed warehouse line agreement that is scheduled to mature on May 14, 2022. The facility provides us with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company and bear interest at 30-day LIBOR plus 190 basis points, with a 30-day LIBOR floor of zero basis points. Repayments under thesenior secured credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement.
Interim Warehouse Facility #2:
We have a $100.0 million committed warehouse line agreement(the “Credit Agreement”) that is scheduled to mature on December 13, 2023. The agreement provides us with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company. All borrowings originally bear interest at 30-day LIBOR plus 165 to 200 basis points (“the spread”) as of December 31, 2021. The spread varies according to the type of asset the borrowing finances. The lender retains a first priority security interest in all mortgages funded by such advances on a cross-collateralized basis. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement.
Interim Warehouse Facility #3:
We have a $200.0 million repurchase agreement with a national bank that is scheduled to mature on September 29, 2022. The agreement provides us with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company. The borrowings under the agreement bear interest at a rate of 30-day LIBOR plus 175 to 325 basis points (“the spread”). The spread varies according to the type of asset the borrowing finances. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement.
Interim Warehouse Facility #4:
We have a $19.8 million committed warehouse loan and security agreement with a national bank that funds one specific loan. The agreement provides for a maturity date to coincide with the earlier of the maturity date for the underlying$600 million term loan or the stated maturity date of October 1, 2022. Borrowings under the facility are full recourse and bear(the “Term Loan”) that bears interest at 30-day LIBORAdjusted Term SOFR (“SOFR”) plus 300225 basis points with a floor of 450 basis points. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement. The committed warehouse loan and security agreement has only two financial covenants, both of which are similar to the other Interim Warehouse Facilities. We may request additional capacity under the agreement to fund specific loans.
The warehouse agreements above contain cross-default provisions, such that if a default occurs under any of our warehouse agreements, generally the lenders under our other warehouse agreements could also declare a default. As of December 31, 2021, we were in compliance with all of our warehouse line covenants.
We believe that the combination of our capital and warehouse facilities is adequate to meet our loan origination needs.
Alliant Warehouse Facility
During December 2021, we acquired Alliant and assumed the liabilities of Alliant and its subsidiaries, including a warehouse line of credit with a national bank that is used to fund our Committed investments in tax credit equity before transferring them to a tax credit fund that we asset-manage. The warehouse facility is a revolving commitment that we expect to renew annually.
The credit agreement is scheduled to mature on April 30, 2022. The facility provides us with up to $30.0 million in committed borrowing capacity to fund investments in tax credit equity that also secure the borrowings. Borrowings under this facility bear interest at Daily LIBOR plus 30050 basis points with a Daily LIBOR floor of 150 basis points. The warehouse agreement contains certain affirmative and negative covenants which are outlined in NOTE 6 in the consolidated financial statements.
As of December 31, 2021, the outstanding balance was $8.3 million.
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Notes Payable
Term Loan
On December 16, 2021, we entered into a senior secured term loan credit agreement (the “Credit Agreement”) that provided for a $600.0 million term loan (the “Term Loan”). The Credit Agreement replaces our $300.0 million term loan agreement (the “Prior Term Loan”), which was governed by that certain amended and restated credit agreement, dated as November 7, 2018. The Term Loan was issued at a 0.25% discount, has a stated maturity date of December 16, 2028 (or, if earlier, the date of acceleration of the Term Loan pursuant to the term of the Credit Agreement), and bears interest at Adjusted Term SOFR plus 225 basis points with a floor of 50 basis points.. At any time, we may also elect to request one or more incremental term loan commitments not to exceed the lesser of $230.0$230 million and 100% of trailing four-quarter Consolidated Adjusted EBITDA, provided that total indebtedness would not cause the leverage ratio to exceed 3.00 to 1.00.
We are obligated to repay the aggregate outstanding principal amount of the Term Loan in consecutive quarterly installments equal to 0.25% of the original principal amount of the Term Loan on the last business day of each of March, June, September, and December commencing on March 31, 2022. The Term Loan also requires certain other prepayments in certain circumstances pursuant to the terms of the Credit Agreement.
Our obligations under the Credit Agreement are guaranteed by Walker & Dunlop Multifamily, Inc., Walker & Dunlop, LLC, Walker & Dunlop Capital, LLC, W&D BE, Inc., and Walker & Dunlop Investment Sales, LLC, each of which is a direct or indirect wholly owned subsidiary of the Company (together with the Company, the “Loan Parties”), pursuant to the Amended and Restated Guarantee and Collateral Agreement entered into on December 16, 2021 among the Loan Parties and JPMorgan Chase Bank, N.A., as administrative agent (the “Guarantee and Collateral Agreement”). Subject to certain exceptions and qualifications contained in the Credit Agreement, the Company is required to cause any newly created or acquired subsidiary, unless such subsidiary has been designated as an Excluded Subsidiary (as defined in the Credit Agreement) by the Company in accordance with the terms of the Credit Agreement, to guarantee the obligations of the Company under the Credit Agreement and become a party to the Guarantee and Collateral Agreement. The Company may designate a newly created or acquired subsidiary as an Excluded Subsidiary, so long as certain conditions and requirements provided for in the Credit Agreement are met.
The Credit Agreement contains certain affirmative and negative covenants that are binding on the Loan Parties, including, but not limited to, restrictions (subject to specified exceptions and qualifications) on the ability of the Loan Parties to incur indebtedness, to create liens on their property, to make investments, to merge, consolidate, or enter into any similar combination, or enter into any asset disposition of all or substantially all assets, or liquidate, wind-up or dissolve, to make asset dispositions, to declare or pay dividends or make related distributions, to enter into certain transactions with affiliates, to enter into any negative pledges or other restrictive agreements, and to engage in any business other than the business of the Loan Parties as of the date of the Credit Agreement and business activities reasonably related or ancillary thereto, or to amend certain material contracts. The Credit Agreement contains only one financial covenant, which requires the Company not to permit its asset coverage ratio (as defined in the Credit Agreement) to be less than 1.50 to 1.00.
The Credit Agreement contains customary events of default (which are, in some cases, subject to certain exceptions, thresholds, notice requirements and grace periods), including, but not limited to, non-payment of principal or interest or other amounts, misrepresentations, failure to perform or observe covenants, cross-defaults with certain other indebtedness or material agreements, certain change in control events, voluntary or involuntary bankruptcy proceedings, failure of the Credit Agreements or other loan documents to be valid and binding, or certain ERISA events and judgments.
As of December 31, 2021,2022, the outstanding principal balance of the note payableTerm Loan was $600.0 million.$594.0 million, and the effective interest rate was 6.55%. The note payable and the warehouse facilities are senior obligations of the Company. As of December 31, 2021, weWe were in compliance with all covenants related to the Credit Agreement.
AlliantFor a detailed description of the terms of the Credit Agreement, refer to “Notes Payable – Term Loan Note PayablePayable” in NOTE 6 of the consolidated financial statements. There have been no changes to the Credit Agreement in 2022.
Through our acquisition of Alliant, we assumed Alliant’sWe have a note payable through our wholly-owned subsidiary Alliant, which hashad an outstanding balance of $145.2$114.5 million as of December 31, 20212022 and bearsbore interest at a fixed rate of 4.75%. The note hashad a stated maturity of January 15, 2035. The note requires2035 and required quarterly payments of principal, interest, and other required priority items shortly after the beginning of each quarter. The note is collateralized by specific legal rights to receive a formulaic portion of future cash flows from Alliant’s LIHTC operations. These cash flows are deposited
On January 12, 2023, we entered into a collection accountlender joinder agreement and amendment to the Credit Agreement that provided for an incremental term loan (“Incremental Term Loan”) with a principal amount of $200.0 million, and modified the ratio thresholds related to mandatory prepayments, and allow for incurrence of additional types of indebtedness. The Incremental Term Loan was issued at a 2.0% discount and contains similar repayment terms as the Term Loan. We used to make a minimum principal payment that is based on a defined amortization schedule. If funds remain after making the minimum principal payment, an amount based on a defined percentageapproximately $115.9 million of the remaining funds may be usedproceeds to make an additional principal payment. Iffully pay off the funds in the collection account are insufficient to cover the minimum principal payment, the entire balance of the collection account is used to pay down the principal balance. We may elect to make principal payments in addition to the amount required by theAlliant note agreement. The balance of the collection account is included in Restricted cash on our Consolidated Balance Sheets. payable, accrued interest, and other related fees.
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Credit Quality and Allowance for Risk-Sharing Obligations
The following table sets forth certain information useful in evaluating our credit performance.
| | | | | | | | | | | | | | |
|
| December 31, | |
| December 31, | | ||||||||
(dollars in thousands) |
| 2021 |
| 2020 |
|
| 2022 |
| 2021 |
| ||||
Key Credit Metrics | | | | | | | | | | | | | | |
Risk-sharing servicing portfolio: | | | | | | | | | | | | | | |
Fannie Mae Full Risk | | $ | 45,581,476 | | $ | 39,835,534 | | | $ | 50,046,219 | | $ | 45,581,476 | |
Fannie Mae Modified Risk | |
| 7,807,853 | |
| 8,948,472 | | |
| 9,172,626 | |
| 7,807,853 | |
Freddie Mac Modified Risk | |
| 33,195 | |
| 37,018 | | |
| 23,615 | |
| 33,195 | |
Total risk-sharing servicing portfolio | | $ | 53,422,524 | | $ | 48,821,024 | | | $ | 59,242,460 | | $ | 53,422,524 | |
| | | | | | | | | | | | | | |
Non-risk-sharing servicing portfolio: | | | | | | | | | | | | | | |
Fannie Mae No Risk | | $ | 12,127 | | $ | 34,180 | | | $ | 7,323 | | $ | 12,127 | |
Freddie Mac No Risk | |
| 37,105,641 | |
| 37,035,568 | | |
| 37,795,641 | |
| 37,105,641 | |
GNMA - HUD No Risk | |
| 9,889,289 | |
| 9,606,506 | | |
| 9,868,453 | |
| 9,889,289 | |
Brokered | |
| 15,035,438 | |
| 11,419,372 | | |
| 16,013,143 | |
| 15,035,438 | |
Total non-risk-sharing servicing portfolio | | $ | 62,042,495 | | $ | 58,095,626 | | | $ | 63,684,560 | | $ | 62,042,495 | |
Total loans serviced for others | | $ | 115,465,019 | | $ | 106,916,650 | | | $ | 122,927,020 | | $ | 115,465,019 | |
Interim loans (full risk) servicing portfolio | |
| 235,543 | |
| 295,322 | | |
| 206,835 | |
| 235,543 | |
Total servicing portfolio unpaid principal balance | | $ | 115,700,562 | | $ | 107,211,972 | | | $ | 123,133,855 | | $ | 115,700,562 | |
| | | | | | | | | | | | | | |
Interim Program JV Managed Loans (1) | | | 848,196 | | | 558,161 | | | | 892,808 | | | 848,196 | |
| | | | | | | | | | | | | | |
At risk servicing portfolio (2) | | $ | 49,573,263 | | $ | 44,483,676 | | | $ | 54,232,979 | | $ | 49,573,263 | |
Maximum exposure to at risk portfolio (3) | |
| 10,056,584 | |
| 9,032,083 | | |
| 10,993,596 | |
| 10,056,584 | |
Defaulted loans | |
| 78,659 | |
| 48,481 | | |
| 36,983 | |
| 78,659 | |
| | | | | | | | | | | | | | |
Defaulted loans as a percentage of the at-risk portfolio | % | | 0.16 | % | | 0.11 | % | | | 0.07 | % | | 0.16 | % |
Allowance for risk-sharing as a percentage of the at-risk portfolio | | | 0.13 | | | 0.17 | | | | 0.08 | | | 0.13 | |
Allowance for risk-sharing as a percentage of maximum exposure | | | 0.62 | | | 0.83 | | | | 0.40 | | | 0.62 | |
(1) |
(2) | At-risk servicing portfolio is defined as the balance of Fannie Mae DUS loans subject to the risk-sharing formula described below, as well as a small number of Freddie Mac loans on which we share in the risk of loss. Use of the at-risk portfolio provides for comparability of the full risk-sharing and modified risk-sharing loans because the provision and allowance for risk-sharing obligations are based on the at-risk balances of the associated loans. Accordingly, we have presented the key statistics as a percentage of the at-risk portfolio. |
For example, a $15 million loan with 50% risk-sharing has the same potential risk exposure as a $7.5 million loan with full DUS risk sharing. Accordingly, if the $15 million loan with 50% risk-sharing were to default, we would view the overall loss as a percentage of the at-risk balance, or $7.5 million, to ensure comparability between all risk-sharing obligations. To date, substantially all of the risk-sharing obligations that we have settled have been from full risk-sharing loans.
(3) | Represents the maximum loss we would incur under our risk-sharing obligations if all of the loans we service, for which we retain some risk of loss, were to default and all of the collateral underlying these loans was determined to be without value at the time of settlement. The maximum exposure is not representative of the actual loss we would incur. |
Fannie Mae DUS risk-sharing obligations are based on a tiered formula and represent substantially all of our risk-sharing activities. The risk-sharing tiers and the amount of the risk-sharing obligations we absorb under full risk-sharing are provided below. Except as described in the following paragraph, the maximum amount of risk-sharing obligations we absorb at the time of default is generally 20% of the origination unpaid principal balance (“UPB”) of the loan.
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| | | |
Risk-Sharing Losses |
| Percentage Absorbed by Us | |
First 5% of UPB at the time of loss settlement | | 100% | |
Next 20% of UPB at the time of loss settlement | | 25% | |
Losses above 25% of UPB at the time of loss settlement | | 10% | |
Maximum loss |
| 20% of origination UPB | |
Fannie Mae can double or triple our risk-sharing obligation if the loan does not meet specific underwriting criteria or if a loan defaults within 12 months of its sale to Fannie Mae. We may request modified risk-sharing at the time of origination, which reduces our potential risk-sharing obligation from the levels described above.
We use several techniques to manage our risk exposure under the Fannie Mae DUS risk-sharing program. These techniques include maintaining a strong underwriting and approval process, evaluating and modifying our underwriting criteria given the underlying multifamily housing market fundamentals, limiting our geographic market and borrower exposures, and electing the modified risk-sharing option under the Fannie Mae DUS program.
The “Business” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains a discussion of the risk-sharing caps we have with Fannie Mae.
We regularly monitor the credit quality of all loans for which we have a risk-sharing obligation. Loans with indicators of underperforming credit are placed on a watch list, assigned a numerical risk rating based on our assessment of the relative credit weakness, and subjected to additional evaluation or loss mitigation. Indicators of underperforming credit include poor financial performance, poor physical condition, poor management, and delinquency. A specific reserve is recorded when it is probable that a risk-sharing loan will foreclose or has foreclosed, and a reserve for estimated credit losses and a guaranty obligation are recorded for all other risk-sharing loans.
As of December 31, 2021 and 2020, our allowance for risk-sharing obligations was $62.6 million and $75.3 million, respectively, or 13 basis points and 17 basis points of the at risk balance, respectively. The allowance for risk-sharing obligations as of December 31, 2021 was substantially comprised of the aforementioned CECL reserve.
The calculated CECL reserve for ourthe Company’s $54.0 billion at-risk Fannie Mae servicing portfolio as of December 31, 2021, which excludes collateral-based reserves,2022 was $52.3$39.7 million compared to $67.0$52.3 million as of December 31, 2020.2021. The significant decrease in the CECL reserve was principally related to a reduction in our historical loss forecast due tofactor and the improvements inforecast-period loss rate used for the unemployment statistics and overall health of the multifamily market.year ended December 31, 2022.
As of December 31, 2021,2022, two at-risk loans with an aggregate UPB of $37.0 million were in default compared to three at-risk loans with an aggregate UPB of $78.7 million were in default compared to two loans with an aggregated UPB of $48.5 million as of December 31, 2020.2021. The collateral-based reserve on defaulted loans were $10.3was $4.4 million and $8.3$10.3 million as of December 31, 2022 and December 31, 2021, and 2020, respectively. We had a benefit for risk-sharing obligations of $12.7$13.9 million and a provision for risk-sharing obligations of $33.7$12.7 million for the years ended December 31, 2022 and 2021, and 2020, respectively.
For the year ended December 31, 2021, we had a benefit for risk-sharing obligations of $12.7 million and a provision for risk-sharing obligations of $33.7 million for the year ended December 31, 2020.
For the ten-year period from January 1, 20122013 through December 31, 2021,2022, we recognized net write-offs of risk-sharing obligations of $23.4$22.0 million, or an average of less than two basis points annually of the average at risk Fannie Mae portfolio balance.
We have never been required to repurchase a loan.
New/Recent Accounting Pronouncements
NOTE 2 in the consolidated financial statements in Item 15 of Part IV in this Annual Report on Form 10-K contains a description of the accounting pronouncements that the Financial Accounting Standards Board has issued and that have the potential to impact us but have not yet been adopted by us. There were no other accounting pronouncements issued during 20212022 that have the potential to impact our consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
For loans held for sale to Fannie Mae, Freddie Mac, and HUD, we are not currently exposed to unhedged interest rate risk during the loan commitment, closing, and delivery processes. The sale or placement of each loan to an investor is negotiated prior to closing on the loan
49
with the borrower, and the sale or placement is typically effectuated within 60 days of closing. The coupon rate for the loan is set at the same time we establish the interest rate with the investor.
Some of our assets and liabilities are subject to changes in interest rates. Earnings from escrows are generally based on LIBOR. 30-day LIBORtrack the effective Federal Funds Rate (“EFFR”). The EFFR was 433 basis points and seven basis points as of December 31, 20212022 and 2020 was 10 basis points and 14 basis points,2021, respectively. The following table shows the impact on our annual escrow earnings due to a 100-basis point increase and decrease in 30-day LIBOREFFR based on our escrow balances
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outstanding at each period end. A portion of these changes in earnings as a result of a 100-basis point increase in the 30-day LIBOREFFR would be delayed several months due to the negotiated nature of some of our escrow arrangements.
| | | | | | | | | | | | | | |
| | As of December 31, | | | As of December 31, | | ||||||||
Change in annual escrow earnings due to: (in thousands) |
| 2021 |
| 2020 |
|
| 2022 |
| 2021 |
| ||||
100 basis point increase in 30-day LIBOR | | $ | 37,249 | | $ | 31,009 | | |||||||
100 basis point decrease in 30-day LIBOR(1) | |
| (3,662) | |
| (4,402) | | |||||||
100 basis point increase in EFFR | | $ | 26,933 | | $ | 37,249 | | |||||||
100 basis point decrease in EFFR (1) | |
| (26,933) | |
| (3,662) | |
The borrowing cost of our warehouse facilities used to fund loans held for sale, loans held for investment, and investments in tax credit equity is based on LIBOR or SOFR. The base SOFR was 5430 basis points as of December 31, 2021. 2022. 30-day LIBOR as of December 31, 2021 was 10 basis points. The interest income on our loans held for investment is based on LIBOR.LIBOR or SOFR. The LIBOR or SOFR reset date for loans held for investment is the same date as the LIBOR or SOFR reset date for the corresponding warehouse facility. The following table shows the impact on our annual net warehouse interest income due to a 100-basis point increase and decrease in 30-day LIBOR or Adjusted Term SOFR, based on our warehouse borrowings outstanding at each period end. The changes shown below do not reflect an increase or decrease in the interest rate earned on our loans held for sale.
| | | | | | | | | | | | | | |
| | As of December 31, | | | As of December 31, | | ||||||||
Change in annual net warehouse interest income due to: (in thousands) |
| 2021 |
| 2020 | |
| 2022 |
| 2021 | | ||||
100 basis point increase in SOFR or 30-day LIBOR | | $ | (16,062) | | $ | (20,967) | | | $ | (3,986) | | $ | (16,062) | |
100 basis point decrease in SOFR or 30-day LIBOR (1)(2) | |
| 573 | |
| 1,525 | | |||||||
100 basis point decrease in SOFR or 30-day LIBOR (2) | |
| 3,986 | |
| 573 | |
Our Term Debt is based on Adjusted TermLoan bears interest at SOFR plus 225 basis points with a SOFR floor of 50 basis points as of December 31, 2021. In December 2021, we fully paid the prior $300.0 million term loan agreement, which was based on interest at 30-day LIBOR and entered into a $600.0 million Term Loan with an Adjusted Term SOFR. 2022. The following table shows the impact on our annual earnings due to a 100-basis point increase and decrease in SOFR or 30-day LIBOR as of December 31, 20212022 and December 31, 2020, respectively,2021, based on our current and previous notes payable balance outstanding at each period end. The Alliant note payable is fixed-rate debt; therefore, there is no impact to our earnings related to this debt when interest rates change.
| | | | | | | | | | | | | | |
| | As of December 31, | | | As of December 31, | | ||||||||
Change in annual income from operations due to: (in thousands) |
| 2021 |
| 2020 | |
| 2022 |
| 2021 | | ||||
100 basis point increase in SOFR or 30-day LIBOR | | $ | (3,300) | | $ | (2,948) | | | $ | (5,940) | | $ | (3,300) | |
100 basis point decrease in SOFR or 30-day LIBOR (1)(2) | |
| — | |
| 422 | | |||||||
100 basis point decrease in SOFR or 30-day LIBOR (2) | |
| 5,940 | |
| — | |
(1) | The decrease as of December 31, |
(2) | The decrease as of December 31, 2021 is limited to 30-day LIBOR or SOFR as of December 31, 2021, as they were less than 100 basis points, or the interest rate floor, if applicable. |
Market Value Risk
The fair value of our MSRs is subject to market-value risk. A 100-basis point increase or decrease in the weighted average discount rate would decrease or increase, respectively, the fair value of our MSRs by approximately $43.4 million as of December 31, 2022 compared to $38.4 million as of December 31, 2021 compared to $34.6 million as of December 31, 2020.2021. Our Fannie Mae and Freddie Mac servicing engagements provide for prepayment fees in the event of a voluntary prepayment prior to the expiration of the prepayment protection period. Our servicing contracts with institutional investors and HUD do not require them to provide us with prepayment fees. As of December 31, 2021, 89%2022, 90% of the servicing fees are protected from the risk of prepayment through prepayment provisions compared to 88%89% as of December 31, 2020;2021; given this significant level of prepayment protection, we do not hedge our servicing portfolio for prepayment risk.
London Interbank Offered Rate (“LIBOR”) Transition
In the first quarter of 2021, the United Kingdom’s Financial Conduct Authority, the regulator for the administration of LIBOR, announced specific dates for its intention to stop publishing LIBOR rates, including the 30-day LIBOR (our primary reference rate) which is scheduled for June 30, 2023. It is expected that legacy LIBOR-based loans will transition to Secured Overnight Financing Rate (“SOFR”) on or before June
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30, 2023. With respect to the loans we underwrite and service, we have been working closely with the GSEs on this matter through our participation on subcommittees and advisory councils. We continue to monitor our LIBOR exposure, review legal contracts and assess fallback language impacts, engage with our clients and other stakeholders, and monitor developments associated with LIBOR alternatives. We have also updated our debt agreements with warehouse facility providers to include fallback language governing the transition and have already transitioned our Term Loan and all but one of our warehouse facilities to SOFR in the fourth quarterSOFR.
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Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements of Walker & Dunlop, Inc. and subsidiaries and the notes related to the foregoing financial statements, together with the independent registered public accounting firm’s report thereon, listed in Item 15, are filed as part of this Annual Report on Form 10-K and are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934.
Based on that evaluation, the principal executive officer and principal financial officer concluded that the design and operation of these disclosure controls and procedures as of the end of the period covered by this report were effective to provide reasonable assurance that information required to be disclosed in our reports under the Securities and Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control — Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2021. On December 16, 2021, we acquired Alliant, and we excluded from our assessment of the effectiveness of our internal control over financial reporting assets of $255 million and total revenues of $20 million related to Alliant that were included in the consolidated financial statements as of and for the year ended December 31, 2021.2022. Our internal control over financial reporting as of December 31, 2021, except as described above,2022 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their audit report which is included herein.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended December 31, 20212022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except as it relatesreporting. We have integrated and continue to our acquisition of Alliant on December 16, 2021. We are currently integrating variousenhance the accounting processes and internal controlscontrol over financial reporting for Alliant and its affiliates.affiliates into our internal control over financial reporting environment.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
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Not applicable.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
The information required by this item regarding directors, executive officers, corporate governance and our code of ethics is hereby incorporated by reference to the material appearing in the Proxy Statement for the Annual Meeting of Stockholders to be held in 20222023 (the “Proxy Statement”) under the captions “BOARD OF DIRECTORS AND CORPORATE GOVERNANCE” and “EXECUTIVE OFFICERS – Executive Officer Biographies.” The information required by this item regarding compliance with Section 16(a) of the Securities Exchange Act
54
of 1934, as amended, is hereby incorporated by reference, if applicable, to the material appearing in the Proxy Statement under the caption “VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT — Delinquent Section 16(a) Reports.” The information required by this Item 10 with respect to the availability of our code of ethics is provided in this Annual Report on Form 10-K. See “Available Information.”
Item 11. Executive Compensation.
The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the captions “COMPENSATION DISCUSSION AND ANALYSIS,” “COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS,” “COMPENSATION DISCUSSION AND ANALYSIS – Compensation Committee Report” and “COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS – Compensation Committee Interlocks and Insider Participation.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information regarding security ownership of certain beneficial owners and management and securities authorized for issuance under our employee share-based compensation plans required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the captions “VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” and “COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS – Equity Compensation Plan Information.”
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 13 is hereby incorporated by reference to material appearing in the Proxy Statement under the captions “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” and “BOARD OF DIRECTORS AND CORPORATE GOVERNANCE – Corporate Governance Information – Director Independence.”
Item 14. Principal Accountant Fees and Services
The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the caption “AUDIT-RELATED MATTERS.”
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this report:
(a) | Financial Statements |
Walker & Dunlop, Inc. and Subsidiaries Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Income and Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
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(b) | Exhibits |
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2.1 | | ||
2.2 | | ||
2.3 | |
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2.4 | | ||
2.5 | | ||
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3.1 | | ||
3.2 | | ||
4.1 | | ||
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4.3 | | ||
4.4 | | ||
4.5 | | ||
4.6 | | ||
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10.1 | | ||
10.2† | | ||
10.3† | |
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10.4† | | ||
10.5† | | ||
10.6† | | | |
10.7† | | ||
10.8† | |
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10.38† | | ||
10.39† | | ||
10.40† | | ||
10.41† | | ||
10.42† | | ||
10.43† | | ||
10.44† | | ||
10.45† | | ||
10.46† | | ||
10.47† | | ||
10.48† | | ||
10.49† | | ||
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10.51† | | ||
10.52† | | ||
10.53† | | ||
10.54† | | ||
10.55† | | | |
10.56† | | ||
10.57† | |
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10.80 | |
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10.90 | | ||
10.91 | | ||
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10.93 | | ||
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| | Credit Agreement, dated as of December 16, 2021, by and among Walker & Dunlop, Inc., as borrower, the lenders referred to therein, JPMorgan Chase Bank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as sole lead arranger and bookrunner (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 20, 2021) | |
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10.99 | | ||
21* | | List of Subsidiaries of Walker & Dunlop, Inc. as of December 31, | |
23* | | Consent of KPMG LLP (Independent Registered Public Accounting Firm) | |
31.1* | | Certification of Walker & Dunlop, Inc.'s Chief Executive Offer Pursuant to Rule 13a-14(a) | |
31.2* | | Certification of Walker & Dunlop, Inc.'s Chief Financial Offer Pursuant to Rule 13a-14(a) | |
32** | | ||
101.INS | | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH* | | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained an Exhibit 101) |
†:Denotes a management contract or compensation plan, contract or arrangement.
††: | Schedules (or similar attachments) have been omitted from this exhibit pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any such schedules (or similar attachments) to the Securities and Exchange Commission upon request. |
*:Filed herewith.
**:Furnished herewith. Information in this Annual Report on Form 10-K furnished herewith shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 16. Form 10-K Summary
Not applicable.
5861
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Walker & Dunlop, Inc.
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By: | /s/ William M. Walker | |
William M. Walker | | |
Chairman and Chief Executive Officer | | |
Date: | February | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature |
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| Date |
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/s/ William M. Walker | | Chairman and Chief Executive | February | |
William M. Walker | | Officer (Principal Executive Officer) | ||
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/s/ Howard W. Smith, III | | President and Director | February | |
Howard W. Smith, III | | |||
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/s/ Ellen D. Levy | | Director | February | |
Ellen D. Levy | | |||
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/s/ Michael D. Malone | | Director | February | |
Michael D. Malone | | |||
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/s/ John Rice | | Director | February | |
John Rice | | |||
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/s/ Dana L. Schmaltz | | Director | February | |
Dana L. Schmaltz | | |||
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/s/ Michael J. Warren | | Director | | February |
Michael J. Warren | | | | |
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/s/ Donna C. Wells | | Director | | February |
Donna C. Wells | | | | |
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/s/ | | Executive Vice President and Chief Financial | | February |
| | Officer (Principal Financial Officer and Principal Accounting Officer) | | |
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5962
INDEX TO THE FINANCIAL STATEMENTS
CONTENTS
PAGE | |||
Reports of Independent Registered Public Accounting Firm (PCAOB ID 185) | F-2 | ||
Consolidated Financial Statements of Walker & Dunlop, Inc. and Subsidiaries: | |||
Consolidated Balance Sheets as of December 31, |
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F-11 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors
Walker & Dunlop, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Walker & Dunlop, Inc. and subsidiaries (the Company) as of December 31, 20212022 and 2020,2021, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the years in the three year period ended December 31, 2021,2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20212022 and 2020,2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021,2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021,2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 202223, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Change in Accounting Principle
As discussed in Notes 2 and 4 to the consolidated financial statements, the Company has changed its method of accounting for the recognition and measurement of estimated loss for its allowance for risk sharing obligations as of January 1, 2020 due to the adoption of ASC Topic 326, Financial Instruments – Credit Losses.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit MattersMatter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Initial Valuation of Mortgage Servicing Rights
As discussed in Notes 2 and 3 to the consolidated financial statements, the fair value of expected net cash flows from servicing, net presented on the consolidated statements of income and comprehensive income amounted to $287$192 million for the year ended December 31, 2021.2022. At the loan commitment date, the fair value of expected net cash flows from servicing (the initial fair value of servicing rights) is recognized as a derivative asset on the consolidated balance sheets and reclassified as capitalized mortgage servicing rights at the loan sale date. The measurement of the fair value of servicing rights requires certain assumptions, including the estimated life
F-2
of the loan, discount rate, escrow earnings rate and servicing cost. The estimated net cash flows are discounted at a rate that reflects the credit and liquidity risk over the estimated life of the underlying loan (DCF method). The estimated life of the loan includes consideration of the prepayment provisions. The estimated earnings rate on escrow accounts associated with servicing the loan increases estimated future cash flows, and the estimated future cost to service the loan decreases estimated future cash flows.
F-2
We identified the assessment of the initial fair value of servicing rights as a critical audit matter. The assessment involved significant measurement and valuation uncertainty requiring complex auditor judgment. It also required specialized skills and knowledge because of the level of judgment and limited publicly available transactional and market participant data. Our assessment encompassed the evaluation of the significant assumptions used in estimating the net cash flows for determining the initial fair value of servicing rights, which included the discount rate and escrow earnings rate.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the initial fair value of servicing rights, including controls over the: (1) identification and determination of the significant assumptions (discount rate and escrow earnings rate) used in estimating the net cash flows, and (2) preparation and measurement of the fair value of servicing rights for each loan. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the significant assumptions (discount rate and escrow earnings rate). The evaluation of these assumptions included comparing them against ranges that were developed using industry market survey data for comparable entities and loans. We performed sensitivity analyses over the significant assumptions to assess their impact on the Company’s determination of the initial fair value of servicing rights.