SECURITIES AND EXCHANGE COMMISSION
☒
| | | | | |
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
September 30, 2020March 31, 2021
OR
☐
| | | | | |
| ☐ | TRANSITION REPORT PURSUANT TOUNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
__________________ to
__________________
Commission
File Number:file number: 001-39645
(Exact Name of Registrant as Specified in its Charter)
_______________
Delaware
| 85-2453154
| | | | |
Delaware | 85-2453154 |
| (State or other jurisdiction of
incorporation or organization)
| (I.R.S. Employer
Identification No.) |
San Diego, California | 92111 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (858) 560-6330
_______________
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading
Symbol(s)
| | Name of each exchange on which registered |
Class A common stock, $0.01 par value per share | | GHLD | | The New York Stock Exchange |
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
☒x 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
☒x 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.
| | | | | | | | | | | | | | |
| Large accelerated filer | ¨ | ☐
| | Accelerated filer | | ☐
¨ |
| | | |
Non-accelerated filer | x | ☒
| | Smaller reporting company | | ☐
☒ |
| | | Emerging Growth Company | | | |
Emerging growth company
| | ☒
| | | | ☐ |
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒xIndicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐
As of
December 1, 2020,May 4, 2021, the registrant had 19,666,981 shares of Class A common stock
$0.01 par value per share,outstanding and 40,333,019 shares of Class B common stock outstanding.
GUILD HOLDINGS COMPANY
Table of Contents
CAUTIONARY
NOTESTATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this
“Report”“Quarterly Report”) contains forward-looking statements. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
Important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements include, but are not limited to, the following:
•any changes in macro-economic conditions and in U.S. residential real estate market conditions, including changes in prevailing interest rates or monetary policies and the effects of the ongoing COVID-19 pandemic;
•any disruptions in the secondary home loan market and their effects on our ability to sell the loans that we originate;
•any changes in certain U.S. government-sponsored entities and government agencies, including Federal National Mortgage Association (“FNMA”), the Federal Home Loan Mortgage Corporation (“FHLMC”), Government National Mortgage Association (“GNMA”), the Federal Housing Administration (“FHA”), the United States Department of Agriculture Rural Development (“USDA”) and the United States Department of Veteran’s Affairs (“VA”), or their current roles;
•the effects of any termination of our servicing rights;
•the effects of our existing and future indebtedness on our liquidity and our ability to operate our business;
•any failure to maintain and improve the technological infrastructure that supports our origination and servicing platform;
•any failure to maintain or grow our historical referral relationships with our referral partners;
•any failure to continue the historical levels of growth in our market share in the mortgage origination and servicing industry;
•any decline in our ability to recapture loans from borrowers who refinance;
•our inability to attract, integrate and retain qualified personnel; our failure to identify, develop and integrate acquisitions of other companies or technologies, or any diversion of our management’s attention due to the foregoing;
•inaccuracies in the estimates of the fair value of the substantial portion of our assets that are measured on that basis (including our mortgage servicing rights, or “MSRs”);
•the failure of the internal models that we use to manage risk and make business decisions to produce reliable or accurate results;
•the costs of potential litigation and claims; the degree of business and financial risk associated with certain of our loans;
•any cybersecurity breaches or other attacks involving our computer systems or those of our third-party service providers;
•any changes in applicable technology and consumer outreach techniques;
•our inability to secure additional capital, if needed, to operate and grow our business;
•the impact of operational risks, including employee or consumer fraud, the obligation to repurchase sold loans in the event of a documentation error, and data processing system failures and errors;
•any repurchase or indemnification obligations caused by the failure of the loans that we originate to meet certain criteria or characteristics;
•the seasonality of the mortgage origination industry;
•any failure to protect our brand and reputation;
•the risks associated with adverse weather conditions and man-made or natural events; our exposure to additional income tax liabilities and changes in tax laws, or disagreements with the Internal Revenue Service (“IRS”) regarding our tax positions;
•any failure to adequately protect our intellectual property and the costs of any potential intellectual property disputes;
•any non-compliance with the complex laws and regulations governing our industry and the related costs associated with maintaining and monitoring compliance;
•any changes in the laws and regulations governing our industry that would require us to change our business practices, raise compliance costs or other costs of doing business;
•our control by, and any conflicts of interest with, McCarthy Capital Mortgage Investors, LLC (“MCMI”);;
•the significant influence on our business that members of our board and management team are able to exercise as stockholders;
•our dependence, as a holding company, upon distributions from Guild Mortgage Co.Company to meet our obligations;
•the risks related to our becomingbeing a public company;
•the risks related to our status as an “emerging growth company” and a “controlled company”; and
•the risks related to our Class A common stock and our dual class common stock structure;structure.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report primarily on our current expectations and
projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the
otherevents described in these forward-looking statements is subject to risks, uncertainties and
other factors
set forth in our prospectus (filed as part of the Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission (Registration No. 333-249225), as amended) (the “Prospectus”), including those set forth under “Risk Factors.”The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements includeddescribed elsewhere in this Quarterly Report. If one or more events related to these or otherMoreover, we operate in a very competitive environment. New risks orand uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time and it is not possible for us to predict whichall risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will arise. In addition, we cannot assess the impact of each factor on our businessbe achieved or the extent to which any factor, or combination of factors, may causeoccur, and actual results, toevents or circumstances could differ materially from those containeddescribed in the forward-looking statements.
The forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking
statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements.
Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
PART
I—1 - FINANCIAL INFORMATION
Item
ITEM 1.
Condensed Consolidated Financial Statements (Unaudited)FINANCIAL STATEMENTS (UNAUDITED)
GUILD
MORTGAGEHOLDINGS COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(
Dollars inIn thousands, except
par value)share and per share amounts) | | September 30, 2020 | | | December 31, 2019 | |
| | (unaudited) | | | | | |
Assets | | | | | | | | |
Cash and cash equivalents | | $ | 247,293 | | | $ | 101,735 | |
Restricted cash | | | 5,010 | | | | 5,000 | |
Mortgage loans held for sale | | | 2,239,150 | | | | 1,504,842 | |
Ginnie Mae loans subject to repurchase right | | | 1,175,589 | | | | 404,344 | |
Accounts and interest receivable | | | 29,907 | | | | 34,611 | |
Derivative asset | | | 186,016 | | | | 19,922 | |
Mortgage servicing rights, net | | | 392,191 | | | | 418,402 | |
Goodwill | | | 62,834 | | | | 62,834 | |
Other assets | | | 59,153 | | | | 55,723 | |
Total assets | | $ | 4,397,143 | | | $ | 2,607,413 | |
| | | | | | | | |
Liabilities and Stockholder's Equity | | | | | | | | |
| | | | | | | | |
Warehouse lines of credit | | $ | 1,912,261 | | | $ | 1,303,187 | |
Notes payable | | | 208,000 | | | | 218,000 | |
Ginnie Mae loans subject to repurchase right | | | 1,176,768 | | | | 412,490 | |
Accounts payable and accrued expenses | | | 72,226 | | | | 35,338 | |
Accrued compensation and benefits | | | 85,761 | | | | 45,297 | |
Investor reserves | | | 19,241 | | | | 16,521 | |
Income tax payable | | | 13,907 | | | | — | |
Due to parent company | | | 427 | | | | 12,427 | |
Contingent liabilities due to acquisitions | | | 22,090 | | | | 8,073 | |
Derivative liability | | | 10,790 | | | | 4,863 | |
Note due to related party | | | 5,136 | | | | 6,606 | |
Deferred compensation plan | | | 75,329 | | | | 52,302 | |
Deferred tax liability | | | 106,309 | | | | 86,278 | |
Total liabilities | | | 3,708,245 | | | | 2,201,382 | |
| | | | | | | | |
Commitments and contingencies (Note 11) | | | | | | | | |
| | | | | | | | |
Stockholder's Equity | | | | | | | | |
Common stock, $100 par value; 2,000 shares authorized; 928 issued and outstanding at September 30, 2020 and December 31, 2019 | | | 93 | | | | 93 | |
Additional paid-in capital | | | 21,992 | | | | 21,992 | |
Retained earnings | | | 666,813 | | | | 383,946 | |
Total stockholder's equity | | | 688,898 | | | | 406,031 | |
Total Liabilities and Stockholder's Equity | | $ | 4,397,143 | | | $ | 2,607,413 | |
| | | | | | | | | | | |
| March 31,
2021 | | December 31, 2020 |
| Assets | | | |
| Cash and cash equivalents | $ | 315,450 | | | $ | 334,623 | |
| Restricted cash | 4,511 | | | 5,010 | |
| Mortgage loans held for sale | 2,345,927 | | | 2,368,777 | |
| Ginnie Mae loans subject to repurchase right | 1,240,882 | | | 1,275,842 | |
| Accounts and interest receivable | 38,227 | | | 43,390 | |
| Derivative asset | 135,069 | | | 130,338 | |
| Mortgage servicing rights, net | 586,717 | | | 446,998 | |
| Goodwill | 62,834 | | | 62,834 | |
| Other assets | 148,300 | | | 150,275 | |
| Total assets | $ | 4,877,917 | | | $ | 4,818,087 | |
| Liabilities and stockholders’ equity | | | |
| Warehouse lines of credit | $ | 2,071,333 | | | $ | 2,143,443 | |
| Notes payable | 165,000 | | | 145,750 | |
| Ginnie Mae loans subject to repurchase right | 1,241,726 | | | 1,277,026 | |
| Accounts payable and accrued expenses | 43,733 | | | 41,074 | |
| Accrued compensation and benefits | 75,793 | | | 106,313 | |
| Investor reserves | 14,877 | | | 14,535 | |
| Income taxes payable | 29,320 | | | 19,454 | |
| | | |
| Contingent liabilities due to acquisitions | 16,568 | | | 18,094 | |
| Derivative liability | 0 | | | 38,270 | |
| Operating lease liabilities | 90,530 | | | 94,891 | |
| Note due to related party | 4,138 | | | 4,639 | |
| Deferred compensation plan | 94,039 | | | 89,236 | |
| Deferred tax liability | 132,632 | | | 89,370 | |
| Total liabilities | 3,979,689 | | | 4,082,095 | |
| Commitments and contingencies (Note 13) | 0 | | 0 |
| Stockholders’ equity | | | |
| Preferred stock, $0.01 par value; 50,000,000 shares authorized; 0 shares issued and outstanding | 0 | | | 0 | |
| Class A common stock, $0.01 par value; 250,000,000 shares authorized; 19,666,981 shares issued and outstanding at March 31, 2021 and December 31, 2020 | 197 | | | 197 | |
| Class B common stock, $0.01 par value; 100,000,000 shares authorized; 40,333,019 shares issued and outstanding at March 31, 2021 and December 31, 2020 | 403 | | | 403 | |
| Additional paid-in capital | 19,667 | | | 18,035 | |
| Retained earnings | 877,961 | | | 717,357 | |
| Total stockholders’ equity | 898,228 | | | 735,992 | |
| Total liabilities and stockholders’ equity | $ | 4,877,917 | | | $ | 4,818,087 | |
See accompanying notes to condensed consolidated financial statements
GUILD
MORTGAGEHOLDINGS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(
Dollars in thousands)(unaudited)
In thousands, except per share amounts) | | For the three months ended | | | For the nine months ended | |
| | September 30, | | | September 30, | |
| | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Revenue | | | | | | | | | | | | | | | | |
Loan origination fees and gain on sale of loans, net | | $ | 565,009 | | | $ | 270,093 | | | $ | 1,298,302 | | | $ | 597,596 | |
Loan servicing and other fees | | | 40,159 | | | | 36,540 | | | | 116,469 | | | | 104,977 | |
Valuation adjustment of mortgage servicing rights | | | (41,006 | ) | | | (90,968 | ) | | | (245,816 | ) | | | (251,190 | ) |
Interest income | | | 14,905 | | | | 18,846 | | | | 41,854 | | | | 44,173 | |
Interest expense | | | (15,488 | ) | | | (16,738 | ) | | | (42,929 | ) | | | (39,871 | ) |
Other (expense) income | | | (35 | ) | | | 5 | | | | (39 | ) | | | 1,186 | |
Net revenue | | | 563,544 | | | | 217,778 | | | | 1,167,841 | | | | 456,871 | |
Expenses | | | | | | | | | | | | | | | | |
Salaries, incentive compensation and benefits | | | 273,560 | | | | 176,716 | | | | 650,458 | | | | 418,032 | |
General and administrative | | | 27,271 | | | | 18,497 | | | | 75,463 | | | | 47,121 | |
Occupancy, equipment and communication | | | 14,317 | | | | 13,421 | | | | 41,272 | | | | 40,363 | |
Depreciation and amortization | | | 1,540 | | | | 1,812 | | | | 4,686 | | | | 5,636 | |
Provision for foreclosure losses | | | 547 | | | | 1,497 | | | | 2,407 | | | | 2,271 | |
Total expenses | | | 317,235 | | | | 211,943 | | | | 774,286 | | | | 513,423 | |
Income (loss) before income tax expense (benefit) | | | 246,309 | | | | 5,835 | | | | 393,555 | | | | (56,552 | ) |
Income tax expense (benefit) | | | 64,223 | | | | (2,661 | ) | | | 100,688 | | | | (18,050 | ) |
Net income (loss) | | $ | 182,086 | | | $ | 8,496 | | | $ | 292,867 | | | $ | (38,502 | ) |
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2021 | | 2020 |
| Revenue | | | |
| Loan origination fees and gain on sale of loans, net | $ | 446,589 | | | $ | 239,861 | |
| Loan servicing and other fees | 45,199 | | | 38,532 | |
| Valuation adjustment of mortgage servicing rights | 35,743 | | | (108,649) | |
| Interest income | 15,098 | | | 13,001 | |
| Interest expense | (16,511) | | | (12,934) | |
| Other income, net | 69 | | | 389 | |
| Net revenue | 526,187 | | | 170,200 | |
| Expenses | | | |
| Salaries, incentive compensation and benefits | 266,724 | | | 148,013 | |
| General and administrative | 26,906 | | | 22,225 | |
| Occupancy, equipment and communication | 14,832 | | | 13,318 | |
| Depreciation and amortization | 1,654 | | | 1,887 | |
| Provision for foreclosure losses | 2,462 | | | 1,924 | |
| Total expenses | 312,578 | | | 187,367 | |
| Income (loss) before income tax expense (benefit) | 213,609 | | | (17,167) | |
| Income tax expense (benefit) | 53,005 | | | (4,181) | |
| Net income (loss) | $ | 160,604 | | | $ | (12,986) | |
| Net income per share attributable to Class A and Class B Common Stock: | | | |
| Basic | $ | 2.68 | | | |
| Diluted | $ | 2.67 | | | |
| Weighted average shares outstanding of Class A and Class B Common Stock: | | | |
| Basic | 60,000 | | | |
| Diluted | 60,211 | | | |
See accompanying notes to condensed consolidated financial statements
GUILD
MORTGAGEHOLDINGS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDER’SSTOCKHOLDERS’ EQUITY
FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019
(
Dollars inIn thousands, except
share and per share
data)(unaudited)
amounts) | | Shares | | | Amount | | | Additional Paid-In Capital | | | Retained Earnings | | | Total | |
Balance at December 31, 2018 | | | 942 | | | $ | 94 | | | $ | 22,317 | | | $ | 418,530 | | | $ | 440,941 | |
Common stock dividends ($13,465 per share) | | | — | | | | — | | | | — | | | | (12,500 | ) | | | (12,500 | ) |
Stock repurchase | | | (14 | ) | | | (1 | ) | | | (325 | ) | | | (7,661 | ) | | | (7,987 | ) |
Net loss | | | — | | | | — | | | | — | | | | (46,998 | ) | | | (46,998 | ) |
Balance at June 30, 2019 | | | 928 | | | | 93 | | | | 21,992 | | | | 351,371 | | | | 373,456 | |
Net income | | | — | | | | — | | | | — | | | | 8,496 | | | | 8,496 | |
Balance at September 30, 2019 | | | 928 | | | $ | 93 | | | $ | 21,992 | | | $ | 359,867 | | | $ | 381,952 | |
Balance at December 31, 2019 | | | 928 | | | $ | 93 | | | $ | 21,992 | | | $ | 383,946 | | | $ | 406,031 | |
Common stock dividends ($10,772 per share) | | | — | | | | — | | | | — | | | | (10,000 | ) | | | (10,000 | ) |
Net income | | | — | | | | — | | | | — | | | | 110,781 | | | | 110,781 | |
Balance at June 30, 2020 | | | 928 | | | | 93 | | | | 21,992 | | | | 484,727 | | | | 506,812 | |
Net income | | | — | | | | — | | | | — | | | | 182,086 | | | | 182,086 | |
Balance at September 30, 2020 | | | 928 | | | $ | 93 | | | $ | 21,992 | | | $ | 666,813 | | | $ | 688,898 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Class
A Shares | | Class
A Amount | | Class
B Shares | | Class
B Amount | | Shares | | Amount | | Additional
Paid-In
Capital | | Retained
Earnings | | Total |
| Balance at December 31, 2019 | — | | | $ | — | | | — | | | $ | — | | | 928 | | | $ | 93 | | | $ | 21,992 | | | $ | 383,946 | | | $ | 406,031 | |
| Common stock dividends ($10,772 per share) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (10,000) | | | (10,000) | |
| Net loss | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (12,986) | | | (12,986) | |
| Balance at March 31, 2020 | — | | | $ | — | | | — | | | $ | — | | | 928 | | | $ | 93 | | | $ | 21,992 | | | $ | 360,960 | | | $ | 383,045 | |
| | | | | | | | | | | | | | | | | |
| Class
A Shares | | Class
A Amount | | Class
B Shares | | Class
B Amount | | Shares | | Amount | | Additional
Paid-In
Capital | | Retained
Earnings | | Total |
| Balance at December 31, 2020 | 19,666,981 | | | $ | 197 | | | 40,333,019 | | | $ | 403 | | | — | | | $ | — | | | $ | 18,035 | | | $ | 717,357 | | | $ | 735,992 | |
| Stock-based compensation | — | | | — | | | — | | | — | | | — | | | — | | | 1,632 | | | — | | | 1,632 | |
| Net income | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 160,604 | | | 160,604 | |
| Balance at March 31, 2021 | 19,666,981 | | | $ | 197 | | | 40,333,019 | | | $ | 403 | | | — | | | $ | — | | | $ | 19,667 | | | $ | 877,961 | | | $ | 898,228 | |
See accompanying notes to condensed consolidated financial statements
GUILD
MORTGAGEHOLDINGS COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(
Dollars inIn thousands)
(unaudited)
| | For the nine months ended September 30, | |
| | 2020 | | | 2019 | |
Cash Flows from Operating Activities | | | | | | | | |
Net income (loss) | | $ | 292,867 | | | $ | (38,502 | ) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | | | | |
Depreciation and amortization of fixed assets | | | 4,686 | | | | 5,636 | |
Valuation adjustment of mortgage servicing rights | | | 245,816 | | | | 251,190 | |
Valuation adjustment of mortgage loans held for sale | | | (52,904 | ) | | | (9,093 | ) |
Valuation adjustment of derivatives | | | (160,167 | ) | | | (26,628 | ) |
Provision for investor reserves | | | 10,009 | | | | 6,805 | |
Provision for foreclosure losses | | | 2,407 | | | | 2,271 | |
Changes in estimated fair value of contingent liabilities due to acquisitions | | | 27,905 | | | | 7,277 | |
Gain on sale of mortgage loans excluding fair value of other financial instruments, net | | | (897,467 | ) | | | (467,573 | ) |
Deferred income taxes | | | 20,031 | | | | (33,647 | ) |
Other | | | (1,224 | ) | | | 2,148 | |
Investor reserves | | | (7,289 | ) | | | (5,338 | ) |
Foreclosure loss reserve | | | (2,362 | ) | | | (2,672 | ) |
Changes in operating assets and liabilities: | | | | | | | | |
Origination of mortgage loans held for sale | | | (24,657,750 | ) | | | (15,696,586 | ) |
Proceeds on sale of and payments from mortgage loans held for sale | | | 24,873,813 | | | | 15,425,424 | |
Accounts and interest receivable | | | 4,659 | | | | 4,757 | |
Other assets | | | 6,024 | | | | 9,746 | |
Mortgage servicing rights | | | (219,605 | ) | | | (101,753 | ) |
Accounts payable and accrued expenses | | | 37,088 | | | | 10,087 | |
Accrued compensation and benefits | | | 40,464 | | | | 20,554 | |
Contingent liability payments | | | (7,552 | ) | | | (649 | ) |
Deferred compensation plan liability | | | 22,683 | | | | (2,987 | ) |
Proceeds from real estate owned conveyed to HUD | | | 1,096 | | | | 4,435 | |
Purchase and advances of real estate owned | | | (954 | ) | | | (2,926 | ) |
Net cash used in operating activities | | | (417,726 | ) | | | (638,024 | ) |
Cash Flows from Investing Activities | | | | | | | | |
Proceeds from the sale of property & equipment | | | 35 | | | | 59 | |
Purchase of property and equipment | | | (6,988 | ) | | | (2,368 | ) |
Payment made on behalf of affiliate | | | (12,035 | ) | | | (1,193 | ) |
Acquisitions | | | — | | | | (8,817 | ) |
Net cash used in investing activities | | | (18,988 | ) | | | (12,319 | ) |
Cash Flows from Financing Activities | | | | | | | | |
Borrowings on warehouse lines of credit | | | 24,083,543 | | | | 15,292,047 | |
Repayments on warehouse lines of credit | | | (23,473,255 | ) | | | (14,575,327 | ) |
Borrowings on MSR notes payable | | | 67,000 | | | | 22,250 | |
Repayments on MSR notes payable | | | (77,000 | ) | | | (29,250 | ) |
Contingent liability payments | | | (6,336 | ) | | | (2,318 | ) |
Net change in notes payable | | | (1,670 | ) | | | 7,089 | |
Repurchase of stock | | | — | | | | (7,987 | ) |
Dividends paid | | | (10,000 | ) | | | (12,500 | ) |
Net cash provided by financing activities | | | 582,282 | | | | 694,004 | |
Increase in cash, cash equivalents and restricted cash | | | 145,568 | | | | 43,661 | |
Cash, cash equivalents and restricted cash, beginning of period | | 106,735 | | | 62,755 | |
Cash, cash equivalents and restricted cash, end of period | | $ | 252,303 | | | $ | 106,416 | |
Supplemental information | | | | | | | | |
Net cash paid for interest | | $ | 31,567 | | | $ | 29,062 | |
Net cash paid for taxes | | $ | 15,525 | | | $ | 2,918 | |
Net assets acquired due to acquisition | | $ | — | | | $ | 10,552 | |
Cash and cash equivalents | | $ | 247,293 | | | $ | 101,416 | |
Restricted cash | | | 5,010 | | | | 5,000 | |
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows | | $ | 252,303 | | | $ | 106,416 | |
| | | | | | | | | | | |
| Three Months Ended March 31, |
| | 2021 | | 2020 |
| Cash flows from operating activities | | | |
| Net income (loss) | $ | 160,604 | | | $ | (12,986) | |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | |
| Depreciation and amortization of fixed assets | 1,654 | | | 1,887 | |
| Valuation adjustment of mortgage servicing rights | (35,743) | | | 108,649 | |
| Valuation adjustment of mortgage loans held for sale | 61,634 | | | (31,025) | |
| Unrealized gain on derivatives | (43,001) | | | (30,290) | |
| Amortization of right-of-use assets | 3,779 | | | 5,321 | |
| Provision for investor reserves | 2,348 | | | 2,151 | |
| Provision for foreclosure losses | 2,462 | | | 1,924 | |
| Valuation adjustment of contingent liabilities due to acquisitions | 6,620 | | | 9,007 | |
| Gain on sale of mortgage loans excluding fair value of other financial instruments, net | (355,157) | | | (170,948) | |
| Deferred income taxes | 43,262 | | | (26,187) | |
| Other | 519 | | | (105) | |
| Benefit from investor reserves | (2,006) | | | (768) | |
| Foreclosure loss reserve | (1,514) | | | (800) | |
| Stock-based compensation | 1,632 | | | 0 | |
| Changes in operating assets and liabilities: | | | |
| Origination of mortgage loans held for sale | (9,815,270) | | | (5,620,167) | |
| Proceeds on sale of and payments from mortgage loans held for sale | 10,131,643 | | | 5,561,492 | |
| Accounts and interest receivable | 4,216 | | | 7,884 | |
| Other assets | (2,936) | | | (5,324) | |
| Mortgage servicing rights | (103,976) | | | (42,461) | |
| Accounts payable and accrued expenses | 2,659 | | | (4,129) | |
| Accrued compensation and benefits | (30,520) | | | (86) | |
| Income taxes | 9,866 | | | 22,006 | |
| Contingent liability payments | (8,146) | | | (788) | |
| Operating lease liabilities | (3,854) | | | (5,250) | |
| Deferred compensation plan liability | 3,756 | | | (799) | |
| Proceeds from real estate owned conveyed to HUD | 55 | | | 994 | |
| Purchase and advances of real estate owned | (237) | | | (408) | |
| Net cash provided by (used in) operating activities | 34,349 | | | (231,206) | |
| Cash flows from investing activities | | | |
| Proceeds from the sale of property and equipment | 0 | | | 16 | |
| Purchase of property and equipment | (667) | | | (2,398) | |
| Payment made on behalf of affiliate | 0 | | | (12,011) | |
| Net cash used in investing activities | (667) | | | (14,393) | |
| Cash flows from financing activities | | | |
| Borrowings on warehouse lines of credit | 9,558,537 | | | 5,644,903 | |
| Repayments on warehouse lines of credit | (9,630,640) | | | (5,340,088) | |
| Borrowings on MSR notes payable | 23,500 | | | 45,000 | |
| Repayments on MSR notes payable | (4,250) | | | (75,000) | |
| Contingent liability payments | 0 | | | (1,617) | |
| | | | | | | | | | | |
| Net change in notes payable | (501) | | | (486) | |
| Dividends paid | 0 | | | (10,000) | |
| Net cash (used in) provided by financing activities | (53,354) | | | 262,712 | |
| (Decrease) increase in cash, cash equivalents and restricted cash | (19,672) | | | 17,113 | |
| Cash, cash equivalents and restricted cash, beginning of period | 339,633 | | | 106,735 | |
| Cash, cash equivalents and restricted cash, end of period | $ | 319,961 | | | $ | 123,848 | |
| | | |
| Cash, cash equivalents and restricted cash at end of period are comprised of the following: | | | |
| Cash and cash equivalents | $ | 315,450 | | | $ | 116,650 | |
| Restricted cash | 4,511 | | | 7,198 | |
| Total cash, cash equivalents and restricted cash | $ | 319,961 | | | $ | 123,848 | |
| Supplemental information | | | |
| Cash paid for interest, net | $ | 12,349 | | | $ | 8,599 | |
| Cash paid for taxes, net of refunds | $ | (124) | | | $ | 0 | |
See accompanying notes to condensed consolidated financial
statements.statements
GUILD
MORTGAGEHOLDINGS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(
Dollars inIn thousands, except as otherwise indicated)
1. Business,
(Unaudited)
NOTE 1 - BUSINESS, BASIS OF PRESENTATION, AND ACCOUNTING POLICIES
Guild Holdings Company, including our consolidated subsidiaries (collectively, “Guild”, the “Company”, “we”, “us” or “our”) originates, sells, and services residential mortgage loans within the United States.
Basis of Presentation
and Accounting PoliciesThe accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with U.S. generally accepted accounting principles (“GAAP”) applicable to interim financial statements. These unaudited condensed consolidated financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results of the interim period. The condensed consolidated balance sheet data as of September 30,December 31, 2020 and as of that datewas derived from audited financial statements but does not include all disclosures required by GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2020. The Company follows the same accounting policies for preparing quarterly and annual reports.
Principles of the assets, liabilities and results of operations ofConsolidation
The Company has 1 wholly owned subsidiary, Guild Mortgage Company (the “Company” or “Guild” or “our”LLC ("GMC"), a California corporation, and all ofwhich through its direct subsidiaries, conducts the Company’s mortgage banking operations. GMC wholly owned subsidiaries. The Company has 4 wholly owned subsidiaries;owns Guild Administration Corp., Mission Village Insurance Agency, Guild Insurance, LLC and Guild Financial Express, Inc. The activities of the subsidiaries are related to the Company’s mortgage banking operations. All intercompany accounts and transactions have been eliminated in consolidation. As
Use of
September 30, 2020 the Company was a wholly owned subsidiary of Guild Mortgage Company, LLC (“GMC LLC”), a privately owned California limited liability company. Subsequent to September 30, 2020 the Company underwent a reorganization in connection with its initial public offering (the “Offering” or “IPO”).Basis of Presentation
Our condensed consolidated financial statements are unaudited. They have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Our Consolidated Balance Sheet as of December 31, 2019 has been derived from our audited consolidated financial statements at that date. Our condensed consolidated interim financial statements should be read in conjunction with our consolidated financial statements and notes thereto for the year ended December 31, 2019, which include a complete set of footnote disclosures, including our significant accounting policies. In our opinion, these condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair statement of our results of operations, financial position and cash flows for the periods presented. However, our results of operations for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.
Management Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
amounts reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date ofin the financial statements and
the reported amounts of revenues and expenses during the reporting period.accompanying notes. Although management is not currently aware of any factors that would significantly
changeschange its estimates and assumptions, actual results could materially differ from those estimates.
Subsequent Events
At the time of issuance of this report, the Company has evaluated subsequent events from the balance sheet date through December 3, 2020, the date on which the financial statements were issued. Refer to Note 11, Commitments and Contingencies for disclosure on changes to the Company’s legal proceedings.
On October 1, 2020 the Company declared and distributed $27.6 million to its sole shareholder, Guild Mortgage Company, LLC prior to the completion of the IPO.
In March 2020, the World Health Organization (“WHO”) declared the outbreak of a novel coronavirus (COVID-19)(“COVID-19”) as a pandemic, which continues to spread throughout the United States. Through December 3, 2020 theThe Company remains fully functional in both its origination and servicing operations. While the pandemic could cause certain branches to temporarily close, most of the significant job functions can be performed remotely. The Company has taken steps to ensure business can continue as necessary should branches be forced to temporarily close. The Company continues to monitor guidance published by the WHO, Centers for Disease Control and Prevention, local and federal government agencies and the MBAMortgage Bankers Association and is in continual communication with its investors regarding the developments in the mortgage industry.
Earnings Per Share
The Company determines earnings per share in accordance with the authoritative guidance in ASC Topic 260, Earnings Per Share. Basic earnings per share is unawarecomputed by dividing the net income available to common stockholders for the period by the weighted average number of any known adverse material risk or event that should be recognizedcommon shares outstanding during the period using the two-class method. Diluted earnings per share is computed in the financial statements at this time.IPO and Reorganization
Prior to the completion of the Offering, GMC LLC contributed 100% of the shares of the Company to Guild Holdings Company (“Holdings”) and the Company was converted to a California limited liability company. As a result, Holdings is the sole member of the Company. On October 22, 2020 Guild Holdings Company completed the IPO of 6,500,000 shares of Class A common stock,
5
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, exceptsame manner as otherwise indicated)
$0.01 par value, at an offering price of $15.00 per share. Guild Holdings Company is a publicly traded company whose Class A common stock is traded on the New York Stock Exchange under the ticker symbol “GHLD”. Prior to the completion of the offering, the Company consummated an internal reorganization.
As a result of the IPO and the reorganization:
| •
| Guild Holdings Company is the sole management member of Guild Mortgage Company, LLC (formally Guild Mortgage Company), which owns a direct interest in its subsidiaries.
|
| •
| Guild Holdings Company is a holding company which has no material assets, other than its ownership of Guild Mortgage Company, LLC, and its indirect interest in the subsidiaries of Guild Mortgage Company, LLC and has no independent means of generating revenue or cash flow.
|
| •
| 1,440,334 shares of Guild Holdings Company’s Class A common stock were reserved for equity-based awards.
|
| •
| 40,333,019 shares of Class B common stock were issued to McCarthy Capital Mortgage Investors at the completion of the Offering. The Class B common stock has a par value of $0.01 per share and 10 votes per share.
|
| •
| The public stockholders own 6,500,000 shares of Class A common stock, which represent 1.5% of the combined voting power of Guild Holdings Company.
|
Stock-Based Compensation
In connection with the IPO, equity-based awards were issued under the Guild Holdings Company 2020 Omnibus Incentive Plan including 1,440,334 Restricted Stock Units (“RSUs”) of Class A common stock. These RSUs were issued subsequent to September 30, 2020 at a $15basic earnings per share, priceexcept that the number of shares is increased to assume the issuance of potentially dilutive shares using the treasury stock method, unless the effect of such increase would be anti-dilutive. Under the treasury stock method, the average amount of compensation cost for a total value of $21,605,010. The RSUs vest over two to four years with an average weighted life of 2.8 years.
Cash, Cash Equivalents and Restricted Cash
Restricted cash as of September 30, 2020 and September 30, 2019 consisted of deposits restricted under the terms of our warehouse lines of credit.
| | September 30, 2020 | | | September 30, 2019 | |
Cash and cash equivalents | | $ | 247,293 | | | | 101,416 | |
Restricted cash | | | 5,010 | | | | 5,000 | |
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows | | $ | 252,303 | | | | 106,416 | |
Loans subject to repurchase right from Ginnie Mae
For certain loans sold to Ginnie Mae, the Company as the servicer has the unilateral right to repurchase any individual loan in a Ginnie Mae securitization pool iffuture service that loan meets defined criteria, including being delinquent more than 90 days. Once the Company has the unilateral rightnot yet recognized is assumed to be used to repurchase shares.
Stock-Based Compensation
Stock-based compensation expense is measured at the delinquent loan, the Company has effectively regained control over the loan and must re-recognize the loangrant date based on the Condensed Combined Balance Sheet and establish a corresponding finance liability regardless of the Company’s intention to repurchase the loan.Derivative Financial Instruments
The Company enters into interest rate lock commitments (“IRLCs”), forward commitments to sell mortgage loans and to be announced trades, which are considered derivative financial instruments. These items are accounted for as free-standing derivatives and are included in the Condensed Consolidated Balance Sheets at fair value. The Company treats all of its derivative instruments as economic hedges; therefore, none of its derivative instruments qualify for designation as accounting hedges.
6
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
The Company enters into IRLCs to originate residential mortgage loans at specified interest rates and within a specified period of time, with customers who have applied for a loan and meet certain credit and underwriting criteria. IRLCs on mortgage loans in process that have not closed, but are intended to be sold, are considered to be derivatives and changes in fair value are recorded in the Condensed Consolidated Statements of Income (Loss) as part of Loan Origination Fees and Gain on Sale of Loans, net. Fair value is based upon changes in the fair value of the underlying mortgages, estimated to be realizable upon sale intoaward and is recognized as an expense on a straight-line basis over the secondary market, netrequisite service period, which is generally the vesting period. The fair value of estimated incentive compensation expenses. Fair value estimates also consider loan commitments not expected to be exercised by customers for unforeseen reasons, commonly referred to as “fallout”.
IRLCs and uncommitted mortgage loans held for sale expose the Company to the risk thatrestricted stock units (“RSUs”) is based on the value of the mortgage loans heldCompany’s common stock on the date of grant. Stock-based compensation is included in salaries, incentive compensation and mortgage loans underlying the commitments may decline due to increases in mortgage interest rates during the life of the commitments. To protect against this risk, the Company enters into derivative loan instruments such as forward loan sales commitments, mandatory delivery commitments, options and futures contracts. These derivatives are recorded at fair value. Management expects the changes in the fair value of these derivatives to have a negative correlation to the changes in fair value of the derivative loan commitments and mortgage loans held for sale, thereby reducing earnings volatility. The changes in fair value are recorded in the Condensed Consolidated Statements of Income (Loss) as part of Loan origination fees and gain on sale of loans, net. The Company considers various factors and strategies to determine the portion of the mortgage pipeline and mortgage loans held for sale it wants to economically hedge.benefits. See
Notes 2 and 5Note 12 for additional information.
Escrow and Fiduciary
FundFunds
As a loan servicer, the Company maintains segregated bank accounts in trust for investors and escrow balances for mortgagors, which are excluded from the Company’s Condensed Consolidated Balance
Sheet.Sheets. These accounts totaled $1.7 billion
and $1.0 billion at
September 30, 2020March 31, 2021 and December 31,
2019, respectively.Income Taxes
On March 27, 2020, Congress enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) to provide certain relief as a result of the COVID-19 pandemic. The CARES Act, among other things, includes provisions relating to net operating loss carryback periods, alternative minimum tax credit refunds, and modifications to the net interest deduction limitations. The CARES Act did not have a material impact on the Company’s condensed consolidated financial statements for the nine months ended September 30, 2020. The Company continues to monitor any effects on its financial statements that may result from the CARES Act.
Risks and Uncertainties
In the normal course of business, companies in the mortgage banking industry encounter certain economic, liquidity, and regulatory risks.
Economic risk includes interest rate risk and credit risk.
Interest rate risk
The Company’s mortgage loans held for sale, commitments to originate loans, and mortgage servicing rights are subject to interest rate risk. For mortgage loans held for sale and commitments to originate loans, to the extent that a rising interest rate environment exists, the Company may experience a decrease in loan production and decreases in value, which may negatively impact the Company’s operations. To mitigate this risk the Company uses hedging strategies designed to ensure any fluctuations in rates would not have a material impact on the Company’s financial position. For the Company’s mortgage servicing rights, to the extent that a declining interest rate environment exists, the Company may experience decreases in the fair value of the portfolio, which may negatively impact the Company’s financial position. For the three and nine months ended September 30, 2020 and 2019, the Company experienced material declines in the valuation of its MSR portfolio due to significant declines in interest rates. Since the Company also has a large origination platform, the Company was able to mitigate this risk by recapturing a significant portion of the runoff through refinances.
7
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
Credit risk
Credit risk is the risk of default that may result from borrowers’ inability or unwillingness to make contractually required payments during the period in which loans are being held for sale. The Company considers credit risk associated with these loans to be insignificant as it holds the loans for a short period of time, typically less than a month, and historically the Company has not experienced any material losses due to credit risk on mortgage loans held for sale.
The Company sells loans to investors without recourse. As such, the investors have assumed the risk of loss or default by the borrower. However, the Company is usually required by these investors to make certain standard representations and warranties relating to credit information, loan documentation and collateral. To the extent that the Company does not comply with such representations, or there are early payment defaults, the Company may be required to repurchase the loans or indemnify these investors for any losses from borrower defaults, defects in the collateral or errors made in the credit decision.
The Company is also subject to counterparty credit risk in the event of contractual nonperformance by its trading counterparties to its various over-the-counter derivative financial instruments. The Company manages this credit risk by selecting only counterparties that it believes to be financially strong, spreading the credit risk among many such counterparties, placing contractual limits on the amount of unsecured credit extended to any single counterparty, and entering into netting agreements with the counterparties as appropriate. The master netting agreements contain a legal right to offset amounts due to and from the same counterparty. Derivative assets in the Condensed Consolidated Balance Sheets represent derivative contracts in a gain position net of loss positions with the same counterparty and, therefore, also represent the Company’s maximum counterparty credit risk. The Company incurred 0 credit losses due to nonperformance of any of its counterparties during the periods ended September 30, 2020 and 2019.
Liquidity risk
The Company encounters liquidity risk as the business requires substantial cash to support its operating activities. As a result, the Company is dependent on its lines of credit, and other financing facilities in order to finance its continued operations. If the Company’s principal lenders decided to terminate or not to renew these credit facilities with the Company, the loss of borrowing capacity could have an adverse impact on the Company’s financial statements unless the Company found a suitable alternative source. To mitigate this risk, the Company has multiple financing facilities with different lenders and varied maturity dates. Historically, the Company has not had a line of credit involuntarily terminated by a lender.
Regulatory risk
The Company is subject to extensive and comprehensive regulation under federal, state and local laws in the United States. These laws and regulations significantly affect the way in which the Company does business and can restrict the scope of the Company’s existing business and limit the Company’s ability to expand product offerings or pursue acquisitions, or can make costs to service or originate loans higher, which could impact financial results. The Company continually monitors its regulatory environment for any changes that could have a significant impact on operations.
Recently Adopted Accounting
Standards Issued but Not Yet AdoptedAs an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The company has elected to use the extended transition period under the JOBS Act until such time the company is not considered to be an EGC. The adoption dates are discussed below to reflect this election.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This update amends various aspects of existing guidance for leases and requires additional disclosures about leasing arrangements. It will require companies to recognize lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. Topic 842 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. In November 2019, the FASB issued ASU 2019-10 which extended the effective date of ASU 2016-02. The Company is in the process of assessing whether it will still be considered an EGC at December 31, 2020. Should the Company lose its EGC status the new guidance will be effective January 1, 2020 and will be applied in the Company’s annual filing. The Company is currently in the process of evaluating the impact of the adoption of the new guidance on its financial statements.
8
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326). This update requires expected credit losses for financial instruments held at the reporting date to be measured based on historical experience, current conditions and reasonable and supportable forecasts. The update eliminates the probable initial recognition threshold in current GAAP and instead reflects an entity’s current estimate of all expected credit losses. Previously, when credit losses were measured under GAAP, an entity generally only considered past events and current conditions in measuring the incurred loss. In November 2019, the FASB issued ASU 2019-10 which extended the effective date of ASU 2016-13. The Company is in the process of assessing whether it will still be considered an EGC at December 31, 2020. Should the Company lose its EGC status the new guidance will be effective January 1, 2020 and will be applied in the Company’s annual filing. The Company is currently in the process of evaluating the impact of the adoption of the new guidance on its financial statements.In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 35-40). This update provides guidance on accounting for a cloud computing arrangement that includes a license to internal-use software. This generally means that an intangible asset is recognized for the software license and, to the extent that the payments attributable to the software license are made over time, a liability also is recognized. If a cloud computing arrangement does not include a software license, the entity should account for the arrangement as a service contract which would generally mean to expense the service as incurred. The new guidance will be effective for the Company beginningWe adopted ASU 2018-15 on January 1, 2021 on a prospective basis and early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of the new guidancedid not have a material impact on itsour financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740). This update provides amendments to simplify and reduce complexity when accounting for income taxes as well as eliminating certain exceptions. The new guidance will be effective for the Company beginning January 1, 2022 with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption of the new guidance on its financial statements.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Subject to meeting certain criteria, the new guidance provides optional expedients and exceptions to applying contract modification accounting under existing GAAP, to address the expected phase out of the London Inter-bank Offered Rate (“LIBOR”) by the end of 2021. This guidance is effective upon issuance and allows application to contract changes as early as January 1, 2020. The Company is in the process of reviewing its funding facilities and financing facilities that utilize LIBOR as the reference rate and is currently evaluating the potential impact that the adoption of this ASU will have on the condensed consolidated financial statements and related disclosures.
2. Fair Value Measurements
NOTE 2 - FAIR VALUE MEASUREMENTS
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are prioritized within a three-level fair value hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The
categorization of assets and liabilities measured at fair value within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three levels of inputs used to measure fair value are as follows:
•Level One –- Level One inputs are unadjusted, quoted prices in active markets for identical assets or liabilities which the Company has the ability to access at the measurement date. •Level Two –- Level Two inputs are observable for that asset or liability, either directly or indirectly, and include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, observable inputs for the asset or liability other than quoted prices and inputs derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified contractual term, the inputs must be observable for substantially the full term of the asset or liability. •Level Three –- Level Three inputs are unobservable inputs for the asset or liability that reflect the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, and are developed based on the best information available.The Company’s assets and liabilities are carried at cost, and because of their short-term nature, are believed to approximate current fair value, with the exception of mortgage loans held for sale, mortgage servicing rights, derivatives, real estate owned, Government National Mortgage Association (“GNMA”) loans subject to repurchase right and contingent liabilities due to acquisitions.
9
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
The Company updates the valuation of each instrument recorded at fair value on a monthly or quarterly basis, evaluating all available observable information which may include current market prices or bids, recent trade activity, changes in the levels of market activity and benchmarking of industry data. The assessment also includes consideration of identifying the valuation approach that would be used currently by market participants. If it is determined that a change in valuation technique or its application is appropriate, or if there are other changes in availability of observable data or market activity, the current methodology will be analyzed to determine if a transfer between levels of the valuation hierarchy is appropriate. Such reclassifications are reported as transfers into or out of a level as of the beginning of the quarter that the change occurs.
Fair value is based on quoted market prices, when available. If quoted prices are not available, fair value is estimated based upon other observable inputs. Unobservable inputs are used when observable inputs are not available and are based upon judgments and assumptions, which are the Company’s assessment of the assumptions market participants would use in pricing the asset or liability. These inputs may include assumptions about risk, counterparty credit quality, the Company’s creditworthiness and liquidity and are developed based on the best information available. When a determination is made to classify an asset or liability within Level Three of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement of the asset or liability. The fair value of assets and liabilities classified within Level Three of the valuation hierarchy also typically includes observable factors and the realized or unrealized gain or loss recorded from the valuation of these instruments would also include amounts determined by observable factors.
Recurring Fair Value Measurements
The Company’s fair value measurements are evaluated within the fair value hierarchy, based on the nature of the inputs used to determine the fair value at the measurement date. At
September 30, 2020March 31, 2021 and December 31,
2019,2020, the Company had the following assets and liabilities that are measured at fair value on a recurring basis:
Trading Securities –— Trading securities are classified within Level One of the valuation hierarchy. Valuation is based upon quoted prices for identical instruments traded in active markets. Level One trading securities include securities traded on active exchange markets, such as the New York Stock Exchange. Trading securities are included within prepaid expenses and other assets onin the Condensed Consolidated Balance Sheets. Derivative Instruments –— Derivative instruments are classified within Level Two and Level Three of the valuation hierarchy, and include the following: Interest Rate Lock Commitments:— IRLCs are classified within Level Three of the valuation hierarchy. IRLCs represent an agreement to extend credit to a mortgage loan applicant, or an agreement to purchase a loan from a third-party originator, whereby the interest rate on the loan is set prior to funding. The fair value of IRLCs is based upon the estimated fair value of the underlying mortgage loan, including the expected net future cash flows related to servicing the mortgage loan, net of estimated incentive compensation expenses, and adjusted for: (i) estimated costs to complete and originate the loan and (ii) an adjustment to reflect the estimated percentage of IRLCs that will result in a closed mortgage loan under the original terms of the agreement (pull-through rate). The pull-through rate is considered a significant unobservable input and is estimated based on changes in pricing and actual borrower behavior using a historical analysis of loan closing and fallout data. The average pull-through rate used to calculate the fair value of IRLCs as of March 31, 2021 and December 31, 2020, was 92.2% and 87.8%, respectively. On a quarterly basis, actual loan pull-through rates are compared to the modeled estimates to confirm the assumptions are reflective of current trends. Generally, a change in interest rates is accompanied by a directionally opposite change in the assumption used for the pull-through percentage, and the impact to fair value of a change in pull-through would be partially offset by the related change in price. Forward Delivery Commitments:— Forward delivery commitments are classified within Level Two of the valuation hierarchy. Forward delivery commitments fix the forward sales price that will be realized upon the sale of mortgage loans into the secondary market. The fair value of forward delivery commitments is primarily based upon the current agency mortgage-backed security market to-be-announced pricing specific to the loan program, delivery coupon and delivery date of the trade. Best efforts sales commitments are also entered into for certain loans at the time the borrower commitment is made. These best efforts best-effortssales commitments are valued using the committed price to the counterparty against the current market price of the IRLC or mortgage loan held for sale. Option contracts are a type of forward commitment that represents the rights to buy or sell mortgage-backed securities at specified prices in the future. Their value is based upon the underlying current to-be-announced pricing of the agency mortgage-backed security market, and market-based volatility. See Note 5 for additional information on the derivative instruments.10
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
Mortgage Loans Held for Sale –— MLHS are carried at fair value. The fair value of MLHS is based on secondary market pricing for loans with similar characteristics, and as such, is classified as a Level Two measurement. For Level Two MLHS, fair value is estimated through a market approach by using either: (i) the fair value of securities backed by similar mortgage loans, adjusted for certain factors to approximate the fair value of a whole mortgage loan, including the value attributable to servicing rights and credit risk, (ii) current commitments to purchase loans or (iii) recent observable market trades for similar loans, adjusted for credit risk and other individual loan characteristics. The agency mortgage-backed security market is a highly liquid and active secondary market for conforming conventional loans whereby quoted prices exist for securities at the pass-through level and are published on a regular basis. The Company has the ability to access this market and it is the market into which conforming mortgage loans are typically sold.Mortgage Servicing Rights
– Mortgage Servicing Rights (“MSRs”)— MSRs are classified within Level Three of the valuation hierarchy due to the use of significant unobservable inputs and the lack of an active market for such assets. The fair value of MSRs is estimated based upon projections of expected future cash flows considering prepayment estimates, the Company’s historical prepayment rates, portfolio characteristics, interest rates based on interest rate yield curves, implied volatility, costs to service and other economic factors. The Company obtains valuations from an independent third party on a quarterlymonthly basis, and records an adjustment based on this third-party valuation.Contingent Liabilities due to acquisitions –— Contingent liabilities represent future obligations of the Company to make payments to the former owners of its acquired companies. The Company determines the fair value of its contingent liabilities using a discounted cash flow approach whereby the Company forecasts the cash outflows related to the future payments, which are based on a percentage of net income specified in the purchase agreements. The Company then discounts these expected payment amounts to calculate the present value, or fair value, as of the valuation date. The Company’s management evaluates the underlying projections used in determining fair value each period and makes updates to these underlying projections.
The Company uses a risk-adjusted discount rate to value the contingent liabilities which is considered a significant unobservable input, and as such, the liabilities are classified as a Level Three measurement. Management’s underlying projections adjust for market penetration and other economic expectations, and the discount rate is risk-adjusted for key factors such as uncertainty in the mortgage banking industry due to its reliance on external influences (interest rates, regulatory changes, etc.), upfront payments, and credit risk. An increase in the discount rate will result in a decrease in the fair value of the contingent liabilities. Conversely, a decrease in the discount rate will result in an increase in the fair value of the contingent liabilities. For the three months ended
September 30,March 31, 2021 and 2020,
the range of the risk adjusted discount rate was 15.0% - 20.0%, with a median of 20%. For each of the three months ended September 30, 2019 and the nine months ended September 30, 2020 and 2019 the range of the risk adjusted discount rate was 8.0% - 20.0%, with a median of 15.0%. Adjustments to the fair value of the contingent liabilities (other than payments) are recorded as a gain or loss and are included within general and administrative expenses
onin the Condensed Consolidated Statements of Income (Loss).
The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis at
September 30, 2020:March 31, 2021: | Description | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | Description | | Level 1 | | Level 2 | | Level 3 | | Total |
Assets: | | | | | | | | | | | | | | | | | Assets: | | | | | | | | |
Trading securities | | $ | 63 | | | $ | — | | | $ | — | | | $ | 63 | | Trading securities | | $ | 91 | | | $ | 0 | | | $ | 0 | | | $ | 91 | |
Derivative | | | | | | | | | | | | | | | | | Derivative | |
| Forward delivery commitments | | Forward delivery commitments | | 0 | | | 97,060 | | | 0 | | | 97,060 | |
Interest rate lock commitments | | | — | | | | — | | | | 186,016 | | | | 186,016 | | Interest rate lock commitments | | 0 | | | 0 | | | 38,009 | | | 38,009 | |
Mortgage loans held for sale | | | — | | | | 2,239,150 | | | | — | | | | 2,239,150 | | Mortgage loans held for sale | | 0 | | | 2,345,927 | | | 0 | | | 2,345,927 | |
Mortgage servicing rights, net | | | — | | | | — | | | | 392,191 | | | | 392,191 | | |
| Mortgage servicing rights | | Mortgage servicing rights | | 0 | | | 0 | | | 586,717 | | | 586,717 | |
Total assets at fair value | | $ | 63 | | | $ | 2,239,150 | | | $ | 578,207 | | | $ | 2,817,420 | | Total assets at fair value | | $ | 91 | | | $ | 2,442,987 | | | $ | 624,726 | | | $ | 3,067,804 | |
Liabilities: | | | | | | | | | | | | | | | | | Liabilities: | | | | | | | | |
Derivative | | | | | | | | | | | | | | | | | |
Forward delivery commitments | | | — | | | | 10,790 | | | | — | | | | 10,790 | | |
Contingent liabilities due to acquisitions | | | — | | | | — | | | | 22,090 | | | | 22,090 | | Contingent liabilities due to acquisitions | | 0 | | | 0 | | | 16,568 | | | 16,568 | |
Total liabilities at fair value | | $ | — | | | $ | 10,790 | | | $ | 22,090 | | | $ | 32,880 | | Total liabilities at fair value | | $ | 0 | | | $ | 0 | | | $ | 16,568 | | | $ | 16,568 | |
11
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis at December 31,
2019:2020: | Description | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | Description | | Level 1 | | Level 2 | | Level 3 | | Total |
Assets: | | | | | | | | | | | | | | | | | Assets: | | | | | | | | |
Trading securities | | $ | 93 | | | $ | — | | | $ | — | | | $ | 93 | | Trading securities | | $ | 78 | | | $ | 0 | | | $ | 0 | | | $ | 78 | |
Derivative | | | | | | | | | | | | | | | | | Derivative | |
Interest rate lock commitments | | | — | | | | — | | | | 19,922 | | | | 19,922 | | Interest rate lock commitments | | 0 | | | 0 | | | 130,338 | | | 130,338 | |
Mortgage loans held for sale | | | — | | | | 1,504,842 | | | | — | | | | 1,504,842 | | Mortgage loans held for sale | | 0 | | | 2,368,777 | | | 0 | | | 2,368,777 | |
Mortgage servicing rights, net | | | — | | | | — | | | | 418,402 | | | | 418,402 | | |
| Mortgage servicing rights | | Mortgage servicing rights | | 0 | | | 0 | | | 446,998 | | | 446,998 | |
Total assets at fair value | | $ | 93 | | | $ | 1,504,842 | | | $ | 438,324 | | | $ | 1,943,259 | | Total assets at fair value | | $ | 78 | | | $ | 2,368,777 | | | $ | 577,336 | | | $ | 2,946,191 | |
Liabilities: | | | | | | | | | | | | | | | | | Liabilities: | | | | | | | | |
Derivative | | | | | | | | | | | | | | | | | Derivative | |
Forward delivery commitments | | | — | | | | 4,863 | | | | — | | | | 4,863 | | Forward delivery commitments | | $ | 0 | | | $ | 38,270 | | | $ | 0 | | | $ | 38,270 | |
Contingent liabilities due to acquisitions | | | — | | | | — | | | | 8,073 | | | | 8,073 | | Contingent liabilities due to acquisitions | | 0 | | | 0 | | | 18,094 | | | 18,094 | |
Total liabilities at fair value | | $ | — | | | $ | 4,863 | | | $ | 8,073 | | | $ | 12,936 | | Total liabilities at fair value | | $ | 0 | | | $ | 38,270 | | | $ | 18,094 | | | $ | 56,364 | |
The table below presents a reconciliation of Level Three assets and liabilities measured at fair value on a recurring basis for the periods ended:
| | | | | | | | | | | | | | |
| | | IRLCs | | Contingent
Liabilities |
| Balance at December 31, 2019 | | $ | 19,922 | | | $ | 8,073 | |
| Net transfers and revaluation gains | | 81,333 | | | — | |
| Payments | | — | | | (2,405) | |
| Valuation adjustments | | — | | | 9,007 | |
| Balance at March 31, 2020 | | $ | 101,255 | | | $ | 14,675 | |
| | | | |
| Balance at December 31, 2020 | | $ | 130,338 | | | $ | 18,094 | |
| Net transfers and revaluation gains | | (92,329) | | | — | |
| Payments | | — | | | (8,146) | |
| Valuation adjustments | | — | | | 6,620 | |
| Balance at March 31, 2021 | | $ | 38,009 | | | $ | 16,568 | |
Changes in the availability of observable inputs may result in reclassifications of certain assets or liabilities. Such reclassifications are reported as transfers in or out of Level Three as of the beginning of the period that the change occurs. There were no transfers between fair value levels during the three months ended March 31, 2021 and 2020.
Non-Recurring Fair Value Measurements
Certain assets and liabilities that are not typically measured at fair value on a recurring basis may be subject to fair value measurement requirements under certain circumstances. These adjustments to fair value usually result from write-downs of individual assets. At
September 30, 2020March 31, 2021 and December 31,
2019,2020, the Company had the following financial
assetsasset measured at fair value on a
nonrecurringnon-recurring basis:
Real Estate Owned
— Other assets that are evaluated for impairment using fair value measurements on a nonrecurring basis consist of mortgage loans in foreclosure and REO. The evaluation of impairment reflects an estimate of losses that have been incurred as of the balance sheet date, which will likely not be recoverable from guarantors, insurers or investors. The impairment of mortgage loans in foreclosure, which represents the unpaid principal balance of mortgage loans for which foreclosure proceedings have been initiated, plus recoverable advances on those loans, is based on the fair value of the underlying collateral, determined on a loan level basis, less costs to sell. REO properties, which are acquired from mortgagors in default, are recorded at the lower of adjusted carrying amount at the time the property is acquired or fair value of the property, less estimated selling costs. Fair values of the collateral underlying mortgage loans in foreclosure and REOs are estimated using appraisals and broker price opinions, which are updated on a periodic basis to reflect current housing market conditions. The allowance for probable losses associated with mortgage loans in foreclosure and the adjustment to record REO at their estimated net realizable value are based upon fair value measurements from Level Three of the valuation hierarchy.Ginnie Mae Loans subject to Repurchase Right – GNMA— Government National Mortgage Association ("GNMA" or "Ginnie Mae") securitization programs allow servicers to buy back individual delinquent mortgage loans from the securitized loan pool once certain conditions are met. If a borrower makes 0no payment for three consecutive months, the servicer has the option to repurchase the delinquent loan for an amount equal to 100% of the loan’s remaining principal balance. Under ASC 860, Transfers and Servicing, this buy-back option is considered a conditional option until the delinquency criteria are met, at which time the option becomes unconditional. The Company records these assets and liabilities at their fair value, which is determined to be the remaining unpaid principal balance. The Company’s future expected realizable cash flows are the cash payments of the remaining unpaid principal balance whether paid by the borrower or reimbursed through a claim filed with the U.S.United States Department of Housing and Urban Development (“HUD”("HUD") HUD.. The Company considers the fair value of these assets and liabilities to fall into the Level Two bucket in the valuation hierarchy due to the assets and liabilities having specified contractual terms and the inputs are observable for substantially the full term of the assets and liabilities life.
12
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
The following table summarizes the Company’s financial assets measured at fair value on a
nonrecurringnon-recurring basis at
September 30, 2020:March 31, 2021: | Description | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | Description | | Level 1 | | Level 2 | | Level 3 | | Total |
Assets: | | | | | | | | | | | | | | | | | Assets: | | | | | | | | |
Real estate owned | | | — | | | | — | | | | 757 | | | | 757 | | |
Ginnie Mae loans subject to repurchase rights | | | — | | | | 1,175,589 | | | | — | | | | 1,175,589 | | |
| Ginnie Mae loans subject to repurchase right | | Ginnie Mae loans subject to repurchase right | | $ | 0 | | | $ | 1,240,882 | | | $ | 0 | | | $ | 1,240,882 | |
Total assets at fair value | | $ | — | | | $ | 1,175,589 | | | $ | 757 | | | $ | 1,176,346 | | Total assets at fair value | | $ | 0 | | | $ | 1,240,882 | | | $ | 0 | | | $ | 1,240,882 | |
Liabilities: | | | | | | | | | | | | | | | | | Liabilities: | | | | | | | | |
Ginnie Mae loans subject to repurchase rights | | | — | | | | 1,176,768 | | | | — | | | | 1,176,768 | | |
| Ginnie Mae loans subject to repurchase right | | Ginnie Mae loans subject to repurchase right | | $ | 0 | | | $ | 1,241,726 | | | $ | 0 | | | $ | 1,241,726 | |
Total liabilities at fair value | | $ | — | | | $ | 1,176,768 | | | $ | — | | | $ | 1,176,768 | | Total liabilities at fair value | | $ | 0 | | | $ | 1,241,726 | | | $ | 0 | | | $ | 1,241,726 | |
The following table summarizes the Company’s financial assets measured at fair value on a
nonrecurringnon-recurring basis at December 31,
2019:2020: | Description | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | Description | | Level 1 | | Level 2 | | Level 3 | | Total |
Assets: | | | | | | | | | | | | | | | | | Assets: | | | | | | | | |
Real estate owned | | | — | | | | — | | | | 852 | | | | 852 | | |
Ginnie Mae loans subject to repurchase right | | | — | | | | 404,344 | | | | — | | | | 404,344 | | Ginnie Mae loans subject to repurchase right | | $ | 0 | | | $ | 1,275,842 | | | $ | 0 | | | $ | 1,275,842 | |
Total assets at fair value | | $ | — | | | $ | 404,344 | | | $ | 852 | | | $ | 405,196 | | Total assets at fair value | | $ | 0 | | | $ | 1,275,842 | | | $ | 0 | | | $ | 1,275,842 | |
Liabilities: | | | | | | | | | | | | | | | | | Liabilities: | | | | | | | | |
Ginnie Mae loans subject to repurchase right | | | — | | | | 412,490 | | | | — | | | | 412,490 | | Ginnie Mae loans subject to repurchase right | | $ | 0 | | | $ | 1,277,026 | | | $ | 0 | | | $ | 1,277,026 | |
Total liabilities at fair value | | $ | — | | | $ | 412,490 | | | $ | — | | | $ | 412,490 | | Total liabilities at fair value | | $ | 0 | | | $ | 1,277,026 | | | $ | 0 | | | $ | 1,277,026 | |
The table below presents a reconciliation of Level 3 assets and liabilities measured at fair value on a recurring and non-recurring basis for the three and nine months ended September 30, 2020 and 2019:
| | IRLCs | | | Contingent Liabilities | | | Real Estate Owned | |
Balance at June 30, 2020 | | $ | 141,629 | | | $ | 22,952 | | | $ | 552 | |
Net transfers and revaluation gains | | | 44,387 | | | | — | | | | — | |
Payments | | | — | | | | (8,742 | ) | | | — | |
Additions | | | — | | | | — | | | | 157 | |
Proceeds | | | — | | | | — | | | | (1 | ) |
Valuation adjustments | | | — | | | | 7,880 | | | | 49 | |
Balance at September 30, 2020 | | $ | 186,016 | | | $ | 22,090 | | | $ | 757 | |
| | | | | | | | | | | | |
Balance at December 31, 2019 | | $ | 19,922 | | | $ | 8,073 | | | $ | 852 | |
Net transfers and revaluation gains | | | 166,094 | | | | — | | | | — | |
Payments | | | — | | | | (13,888 | ) | | | — | |
Additions | | | — | | | | — | | | | 954 | |
Proceeds | | | — | | | | — | | | | (1,096 | ) |
Valuation adjustments | | | — | | | | 27,905 | | | | 47 | |
Balance at September 30, 2020 | | $ | 186,016 | | | $ | 22,090 | | | $ | 757 | |
13
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
| | IRLCs | | | Contingent Liabilities | | | Real Estate Owned | |
Balance at June 30, 2019 | | $ | 24,756 | | | $ | 9,548 | | | $ | 833 | |
Net transfers and revaluation gains | | | 9,226 | | | | — | | | | — | |
Payments | | | — | | | | (2,620 | ) | | | — | |
Additions | | | — | | | | — | | | | 284 | |
Proceeds | | | — | | | | — | | | | (761 | ) |
Valuation adjustments | | | — | | | | 4,223 | | | | 477 | |
Balance at September 30, 2019 | | $ | 33,982 | | | $ | 11,151 | | | $ | 833 | |
| | | | | | | | | | | | |
Balance at December 31, 2018 | | $ | 12,541 | | | $ | 5,106 | | | $ | 3,314 | |
Net transfers and revaluation gains | | | 21,441 | | | | — | | | | — | |
Payments | | | — | | | | (2,967 | ) | | | — | |
Additions | | | — | | | | 1,735 | | | | 2,926 | |
Proceeds | | | — | | | | — | | | | (4,435 | ) |
Valuation adjustments | | | — | | | | 7,277 | | | | (972 | ) |
Balance at September 30, 2019 | | $ | 33,982 | | | $ | 11,151 | | | $ | 833 | |
Changes in the availability of observable inputs may result in reclassifications of certain assets or liabilities. Such reclassifications are reported as transfers in or out of Level Three as of the beginning of the period that the change occurs. There were no transfers between fair value levels during the three and nine months ended September 30, 2020 and 2019.
Fair Value Option
The following is the estimated fair value and unpaid principal balance of MLHS that have contractual principal amounts and for which the Company has elected the fair value option. The fair value option was elected for MLHS as the Company believes fair value best reflects their expected future economic performance:
| | | | | | | | | | | | | | | | | | | | |
| | Fair Value | | Principal
Amount Due
Upon
Maturity | | Difference (1) |
| Balance at March 31, 2021 | | $ | 2,345,927 | | | $ | 2,332,662 | | | $ | 13,265 | |
| Balance at December 31, 2020 | | $ | 2,368,777 | | | $ | 2,293,895 | | | $ | 74,882 | |
| | Fair Value | | | Principal Amount Due Upon Maturity | | | Difference (1) | |
Balance at September 30, 2020 | | $ | 2,239,150 | | | $ | 2,166,148 | | | $ | 73,002 | |
Balance at December 31, 2019 | | $ | 1,504,842 | | | $ | 1,485,460 | | | $ | 19,382 | |
(1)(1) | Represents the amount of gains included in loan origination fees and gain on sale of loans, net due to changes in fair value of items accounted for using the fair value option. |
3. Accounts and Interest Receivablegain on sale of loans, net due to changes in fair value of items accounted for using the fair value option.
NOTE 3 - ACCOUNTS AND INTEREST RECEIVABLE
Accounts and interest receivable consisted of the
following at September 30, 2020 and December 31, 2019:following: | | | September 30, 2020 | | | December 31, 2019 | | | | March 31, 2021 | | December 31, 2020 |
Trust advances | | $ | 13,967 | | | $ | 17,622 | | Trust advances | | $ | 34,268 | | | $ | 36,241 | |
Foreclosure advances, net | | | 6,030 | | | | 7,348 | | Foreclosure advances, net | | 3,379 | | | 2,894 | |
Receivables related to loan sales | | | 5,055 | | | | 5,771 | | Receivables related to loan sales | | 1,620 | | | 2,707 | |
Other | | | 4,855 | | | | 3,870 | | Other | | (1,040) | | | 1,548 | |
Total accounts and interest receivable | | $ | 29,907 | | | $ | 34,611 | | Total accounts and interest receivable | | $ | 38,227 | | | $ | 43,390 | |
Management has established a foreclosure reserve for estimated uncollectable balances of the foreclosure and trust advances. Management believes that substantially all other accounts and interest receivable amounts are collectible and, accordingly, no allowance for doubtful accounts is necessary.
14
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
The activity of the foreclosure loss reserve was as
follows for the three and nine months ended September 30, 2020 and 2019:follows: | | For the three months ended September 30, | |
| | 2020 | | | 2019 | |
Balance - beginning of period | | $ | 8,342 | | | $ | 6,640 | |
Utilization of foreclosure reserve | | | (975 | ) | | | (654 | ) |
Provision for foreclosure losses | | | 547 | | | | 1,497 | |
Balance - end of period | | $ | 7,914 | | | $ | 7,483 | |
| | | | | | | | | | | |
| Three Months Ended March 31, |
| | 2021 | | 2020 |
| Balance — beginning of period | $ | 12,402 | | | $ | 7,869 | |
| Utilization of foreclosure reserve | (1,514) | | | (800) | |
| Provision charged to operations | 2,462 | | | 1,924 | |
| Balance — end of period | $ | 13,350 | | | $ | 8,993 | |
| | For the nine months ended September 30, | |
| | 2020 | | | 2019 | |
Balance - beginning of year | | $ | 7,869 | | | $ | 7,884 | |
Utilization of foreclosure reserve | | | (2,362 | ) | | | (2,672 | ) |
Provision for foreclosure losses | | | 2,407 | | | | 2,271 | |
Balance - end of period | | $ | 7,914 | | | $ | 7,483 | |
4.
NOTE 4 - OTHER ASSETS
Other assets consisted of the
following at September 30, 2020 and December 31, 2019:following: | | | September 30, 2020 | | | December 31, 2019 | | | March 31, 2021 | | December 31, 2020 |
Prepaid expenses | | $ | 16,709 | | | $ | 11,274 | | Prepaid expenses | $ | 15,831 | | | $ | 16,652 | |
Company owned life insurance | | | 25,685 | | | | 21,908 | | Company owned life insurance | 34,174 | | | 29,910 | |
Property and equipment, net | | | 12,125 | | | | 9,835 | | Property and equipment, net | 13,786 | | | 14,773 | |
Income tax receivable | | | — | | | | 1,015 | | |
Due from affiliates | | | 2,635 | | | | 2,600 | | |
| Right-of-use assets | | Right-of-use assets | 83,222 | | | 87,508 | |
Real estate owned | | | 1,936 | | | | 8,998 | | Real estate owned | 1,196 | | | 1,354 | |
Trading securities | | $ | 63 | | | | 93 | | Trading securities | 91 | | | 78 | |
Total other assets | | $ | 59,153 | | | $ | 55,723 | | Total other assets | $ | 148,300 | | | $ | 150,275 | |
Property and equipment consisted of the
following at September 30, 2020 and December 31, 2019:following: | | | September 30, 2020 | | | December 31, 2019 | | | March 31, 2021 | | December 31, 2020 |
Computer equipment | | $ | 22,791 | | | $ | 22,546 | | Computer equipment | $ | 22,980 | | | $ | 22,946 | |
Furniture and equipment | | | 18,152 | | | | 16,404 | | Furniture and equipment | 18,344 | | | 18,301 | |
Leasehold improvements | | | 7,797 | | | | 5,395 | | Leasehold improvements | 12,153 | | | 12,307 | |
| Internal-use software in production | | Internal-use software in production | 1,656 | | | 1,716 | |
Internal-use software | | | 3,858 | | | | 3,476 | | Internal-use software | 6,258 | | | 5,639 | |
Internal-use software in production | | | 2,848 | | | | 1,155 | | |
Property and equipment, gross | | | 55,446 | | | | 48,976 | | Property and equipment, gross | 61,391 | | | 60,909 | |
Accumulated depreciation | | | (43,321 | ) | | | (39,141 | ) | Accumulated depreciation | (47,605) | | | (46,136) | |
Property and equipment, net | | $ | 12,125 | | | $ | 9,835 | | Property and equipment, net | $ | 13,786 | | | $ | 14,773 | |
Depreciation and amortization expense for
fixed assetsproperty and equipment was
$1.5$1.7 million and
$1.8$1.9 million for the three months ended
September 30,March 31, 2021 and 2020,
and 2019, respectively and $4.7 and $5.6 million for the nine months ended September 30, 2020 and 2019, respectively.
15
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED
NOTE 5 - DERIVATIVE FINANCIAL
STATEMENTS(Dollars in thousands, except as otherwise indicated)
5. Derivative Financial Instruments
INSTRUMENTS
The Company uses forward commitments in hedging the interest rate risk exposure on its fixed and adjustable rate commitments. The Company’s derivative instruments are not designated as hedging
instruments, andinstruments; therefore, changes in fair value are recorded in current period earnings. Hedging gains and losses are included in loan origination fees and gain on sale
of loans, net in the Condensed Consolidated Statements of Income (Loss).
Net
unrealized hedging gains were as
follows for the three and nine months ended September 30, 2020 and 2019:follows: | | For the three months ended September 30, | |
| | 2020 | | | 2019 | |
Hedging gains | | | 61,969 | | | | 18,437 | |
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2021 | | 2020 |
| Unrealized hedging gains | $ | 43,001 | | | $ | 30,290 | |
| | For the nine months ended September 30, | |
| | 2020 | | | 2019 | |
Hedging gains | | | 160,167 | | | | 26,628 | |
Notional and Fair Value
The notional and fair value of derivative financial instruments not designated as hedging instruments were as follows at
September 30, 2020March 31, 2021 and December 31,
2019:2020: | | Notional Value | | | Derivative Asset | | | Derivative Liability | |
Balance at September 30, 2020 | | | | | | | | | | | | |
IRLCs | | $ | 6,370,618 | | | $ | 186,016 | | | $ | — | |
Forward commitments | | $ | 6,531,047 | | | $ | — | | | $ | 10,790 | |
Balance at December 31, 2019 | | | | | | | | | | | | |
IRLCs | | $ | 1,524,540 | | | $ | 19,922 | | | $ | — | |
Forward commitments | | $ | 1,961,733 | | | $ | — | | | $ | 4,863 | |
| | | | | | | | | | | | | | | | | |
| | | Fair Value |
| Notional
Value | | Derivative
Asset | | Derivative
Liability |
| Balance at March 31, 2021 | | | | | |
| IRLCs | $ | 4,021,335 | | | $ | 38,009 | | | $ | 0 | |
| Forward commitments | $ | 4,396,480 | | | $ | 97,060 | | | $ | 0 | |
| Balance at December 31, 2020 | | | | | |
| IRLCs | $ | 5,151,179 | | | $ | 130,338 | | | $ | 0 | |
| Forward commitments | $ | 5,480,491 | | | $ | 0 | | | $ | 38,270 | |
The Company had an additional $855.2 million$1.1 billion and $427.7$895.2 million of outstanding forward contracts and mandatory sell commitments, comprised of closed loans with equal and offsetting unpaid principal balance (“UPB”)UPB amounts allocated to them, at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. The Company also had $454.2 million$1.4 billion and $376.5$908.0 million in closed hedge instruments not yet settled at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. See Note 2 for fair value disclosure of the derivative instruments. The following table presents the quantitative information about IRLCs and the fair value
measurements as of September 30, 2020 and December 31, 2019:measurements: | | September 30,
2020
| | December 31,
2019
| | | | | | | |
| March 31, 2021 | | December 31, 2020 |
| Unobservable Input | | Range (Weighted Average) |
Loan funding probability ("pull-through"(“pull-through”) | 0% -100% (92.2%) |
| 0% - 100% (88.1%(87.8%) | | 0% - 100% (89.4%)
|
Counterparty agreements for forward commitments contain master netting agreements. The master netting agreements contain a legal right to offset amounts due to and from the same counterparty. Derivative assets in the Condensed Consolidated Balance Sheets represent derivative contracts in a gain position net of loss positions with the same counterparty and, therefore, also represent the Company’s maximum counterparty credit risk. The Company incurred 0 credit losses due to nonperformance of any of its counterparties during the threeperiods ended March 31, 2021 and nine months ended September 30, 20202020.
The table below represents financial liabilities that are subject to master netting arrangements or similar agreements categorized by financial instrument, together with corresponding financial instruments and
2019.16
corresponding collateral received or pledged. | | | | | | | | | | | | | | | | | |
| Gross
Amounts of
Recognized Assets
(Liabilities) | | Gross
Amounts
Offset in the
Balance
Sheet | | Net
Amounts of
Recognized Assets
(Liabilities) in
the Balance
Sheet |
| March 31, 2021 | | | | | |
| Forward delivery commitments | $ | 100,931 | | | $ | (1,256) | | | $ | 99,675 | |
| Best efforts sales commitments | (2,615) | | | 0 | | | (2,615) | |
| Total assets | $ | 98,316 | | | $ | (1,256) | | | $ | 97,060 | |
| December 31, 2020 | | | | | |
| Forward delivery commitments | $ | (54,419) | | | $ | 4,825 | | | $ | (49,594) | |
| Best efforts sales commitments | (3,656) | | | 0 | | | (3,656) | |
| Margin calls | 14,980 | | | 0 | | | 14,980 | |
| Total liabilities | $ | (43,095) | | | $ | 4,825 | | | $ | (38,270) | |
GUILD
NOTE 6 - MORTGAGE
COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
6. Mortgage Servicing Rights
MSRs are recognized as assets on the Condensed Consolidated Balance Sheet when loans are sold, and the associated servicing rights are retained. The Company maintains one class of MSR asset and has elected the fair value option. To determine the fair value of the servicing right when created, the Company uses a valuation model that calculates the present value of future cash flows. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, including estimates of contractual service fees, ancillary income and late fees, the cost of servicing, the discount rate, float value, the inflation rate, estimated prepayment speeds, and default rates.
SERVICING RIGHTS
The activity of mortgage servicing rights was as
follows for the three and nine months ended September 30, 2020 and 2019:follows: | | For the three months ended September 30, | | | | | | | | | | | |
| | 2020 | | | 2019 | | | Three Months Ended March 31, |
Balance - beginning of period | | $ | 336,687 | | | $ | 399,535 | | |
| | | 2021 | | 2020 |
| Balance — beginning of period | | Balance — beginning of period | $ | 446,998 | | | $ | 418,402 | |
MSRs originated | | | 96,510 | | | | 61,416 | | MSRs originated | 103,976 | | | 42,461 | |
Changes in fair value | | | | | | | | | |
| Changes in fair value: | | Changes in fair value: | |
Due to collection/realization of cash flows | | | (31,540 | ) | | | (27,907 | ) | Due to collection/realization of cash flows | (44,862) | | | (22,510) | |
Due to changes in valuation model inputs or assumptions | | | (9,466 | ) | | | (63,061 | ) | Due to changes in valuation model inputs or assumptions | 80,605 | | | (86,139) | |
Balance - end of period | | $ | 392,191 | | | $ | 369,983 | | |
| Balance — end of period | | Balance — end of period | $ | 586,717 | | | $ | 352,214 | |
| | For the nine months ended September 30, | |
| | 2020 | | | 2019 | |
Balance - beginning of year | | $ | 418,402 | | | $ | 511,852 | |
MSRs originated | | | 219,605 | | | | 109,321 | |
Changes in fair value | | | | | | | | |
Due to collection/realization of cash flows | | | (85,270 | ) | | | (57,395 | ) |
Due to changes in valuation model inputs or assumptions | | | (160,546 | ) | | | (193,795 | ) |
Balance - end of period | | $ | 392,191 | | | $ | 369,983 | |
The following table presents a summary of the weighted average discount rate, and prepayment speed and cost to service assumptions used to determine the fair value of MSRs as of September 30,MSRs:
| | | | | | | | | | | |
| March 31, 2021 | | December 31, 2020 |
| Unobservable Input | Range (Weighted Average) |
| Discount rate | 9.2% - 15.5% (10.0%) | | 9.2% - 15.5% (10.0%) |
| Prepayment rate | 9.0% - 28.1% (13.1%) | | 10.0% - 38.8% (18.2%) |
| Cost to service (per loan) | $71.8 - $261.3 ($91.6) | | $71.0 - $409.4 ($92.5) |
At March 31, 2021 and December 31, 2019: | | September 30,
2020, | | December 31,
2019
|
Unobservable Input
| | Range (Weighted Average)
|
Discount rate
| | 9.2% - 15.5% (10.1%)
| | 9.2% - 15.5% (10.2%)
|
Prepayment rate
| | 9.0% - 34.6% (20.6%)
| | 8.9% - 30.0% (17.3%)
|
At September 30, 2020 and December 31, 2019, the MSRs had a weighted average life of approximately 4.66.1 years and 4.95.1 years, respectively. See
Note 2 for additional information regarding the valuation of MSRs. Actual revenue generated from servicing activities included contractually specified servicing fees, as well as late fees and other ancillary servicing revenue, which were recorded within loan servicing and other fees as follows for the
threeperiods ended March 31, 2021 and
nine months ended September 30, 2020 and 2019:2020: | | | For the three months ended September 30, | | | Three Months Ended March 31, |
| | 2020 | | | 2019 | | | 2021 | | 2020 |
Servicing fees from servicing portfolio | | $ | 38,994 | | | $ | 35,392 | | Servicing fees from servicing portfolio | $ | 43,856 | | | $ | 37,076 | |
Late fees | | | 1,193 | | | | 1,715 | | Late fees | 1,069 | | | 1,701 | |
Other ancillary servicing revenue | | | (28 | ) | | | (567 | ) | |
| Other ancillary servicing revenue (expense) | | Other ancillary servicing revenue (expense) | 274 | | | (245) | |
Total loan servicing and other fees | | $ | 40,159 | | | $ | 36,540 | | Total loan servicing and other fees | $ | 45,199 | | | $ | 38,532 | |
17
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
| | For the nine months ended September 30, | |
| | 2020 | | | 2019 | |
Servicing fees from servicing portfolio | | $ | 113,172 | | | $ | 101,501 | |
Late fees | | | 3,828 | | | | 4,578 | |
Other ancillary servicing revenue | | | (531 | ) | | | (1,102 | ) |
Total loan servicing and other fees | | $ | 116,469 | | | $ | 104,977 | |
At September 30, 2020March 31, 2021 and December 31, 2019,2020, the unpaid principal balance of mortgage loans serviced totaled $57.4$63.6 billion and $50.6$60.8 billion, respectively. Conforming conventional loans serviced by the Company are sold to the Federal National Mortgage Association (“FNMA”("FNMA" or "Fannie Mae") or the Federal Home Loan Mortgage Corporation (“FHLMC”("FHLMC" or "Freddie Mac") programs on a nonrecourse basis, whereby foreclosure losses are generally the responsibility of FNMA and FHLMC and not the Company. Similarly, certain loans serviced by the Company are secured through GNMA programs, whereby the Company is insured against loss by FHAthe Federal Housing Association ("FHA") or partially guaranteed against loss by the Department of Veterans Affairs (“VA”("VA").
The key assumptions used to estimate the fair value of MSRs are prepayment speeds, and the discount rate.rate and costs to service. Increases in prepayment speeds generally have an adverse effect on the value of MSRs as the underlying loans prepay faster. In a declining interest rate environment, the fair value of MSRs generally decreases as prepayments increase and therefore, the estimated life of the MSRs and related cash flows decrease. Decreases in prepayment speeds generally have a positive effect on the value of MSRs as the underlying loans prepay less frequently. In a rising interest rate environment, the fair value of MSRs generally increases as prepayments decrease and therefore, the estimated life of the MSRs and related cash flows increase. Increases in the discount rate resultgenerally have an adverse effect on the value of the MSRs. The discount rate is risk adjusted for key factors such as uncertainty in a lower MSR valuethe mortgage banking industry due to its reliance on external influences (interest rates, regulatory changes, etc.), premium for market liquidity, and credit risk. A higher discount rate would indicate higher uncertainty of the future cash flows. Conversely decreases in the discount rate resultgenerally have a positive effect on the value of the MSRs. Increases in the costs to service generally have an adverse effect on the value of the MSRs as an increase in costs to service would reduce the Company’s future net cash inflows from servicing a higher MSR value.loan. Conversely deceases in the costs to service generally have a positive effect on the value of the MSRs. MSR uncertainties are hypothetical and do not always have a
direct correlation with each assumption. Changes in one assumption may result in changes to another assumption, which might magnify or counteract the uncertainties.
The following table illustrates the impact of adverse changes on the
prepayment speeds, discount rate and
prepayment speedscost to service at two different data points at
September 30, 2020March 31, 2021 and December 31,
2019,2020, respectively:
| | Discount Rates | | | Prepayment Speeds | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 10% Adverse | | | 20% Adverse | | | 10% Adverse | | | 20% Adverse | | | Prepayment Speeds | | Discount Rate | | Cost to Service (per loan) |
| | Change | | | Change | | | Change | | | Change | | | 10% Adverse
Change | | 20% Adverse
Change | | 10% Adverse
Change | | 20% Adverse
Change | | 10% Adverse
Change | | 20% Adverse
Change |
September 30, 2020 | | | | | | | | | | | | | | | | | |
| March 31, 2021 | | March 31, 2021 | | | | | | | | | | | |
Mortgage servicing rights | | $ | (16,677 | ) | | $ | (27,696 | ) | | $ | (32,799 | ) | | $ | (58,291 | ) | Mortgage servicing rights | $ | (38,692) | | | $ | (71,688) | | | $ | (25,906) | | | $ | (45,594) | | | $ | (12,565) | | | $ | (20,447) | |
December 31, 2019 | | | | | | | | | | | | | | | | | |
| December 31, 2020 | | December 31, 2020 | |
Mortgage servicing rights | | $ | (23,682 | ) | | $ | (35,701 | ) | | $ | (31,329 | ) | | $ | (49,031 | ) | Mortgage servicing rights | $ | (36,117) | | | $ | (66,419) | | | $ | (18,638) | | | $ | (32,312) | | | $ | (10,334) | | | $ | (16,700) | |
18
GUILD
NOTE 7 - MORTGAGE
COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
7. Mortgage Loans Held for Sale
LOANS HELD FOR SALE
The Company sells substantially all of its originated mortgage loans into the secondary market. The Company may retain the right to service some of these loans upon sale through ownership of servicing rights. A reconciliation of the changes in mortgage loans held for sale to the amounts presented in the Condensed Consolidated Statements of Cash Flows is as followsset forth below:
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2021 | | 2020 |
| Balance at the beginning of period | $ | 2,368,777 | | | $ | 1,504,842 | |
| Origination of mortgage loans held for sale | 9,815,270 | | | 5,620,167 | |
| Proceeds on sale of payments from mortgage loans held for sale | (10,131,643) | | | (5,561,492) | |
| Gain on sale of mortgage loans excluding fair value of other financial instruments, net | 355,157 | | | 170,948 | |
| Valuation adjustment of mortgage loans held for sale | (61,634) | | | 31,025 | |
| Balance at the end of period | $ | 2,345,927 | | | $ | 1,765,490 | |
At March 31, 2021, mortgage loans held for
sale included unpaid principal balances of the
threeunderlying loans of $2.3 billion and
nine months ended September 30, 2020 and 2019: | | For the three months ended September 30, | |
| | 2020 | | | 2019 | |
Balance at the beginning of period | | $ | 1,982,521 | | | $ | 1,333,733 | |
Disbursements of MLHS | | | 10,041,907 | | | | 7,129,890 | |
Proceeds from sales of MLHS | | | (10,233,141 | ) | | | (6,959,125 | ) |
Gain on sale of mortgage loans excluding fair value of other financial instruments, net | | | 438,871 | | | | 209,630 | |
Increase in fair value of mortgage loans held for sale | | | 8,992 | | | | (129 | ) |
Balance at the end of period | | $ | 2,239,150 | | | $ | 1,713,999 | |
| | For the nine months ended September 30, | |
| | 2020 | | | 2019 | |
Balance at the beginning of year | | $ | 1,504,842 | | | $ | 966,171 | |
Disbursements of MLHS | | | 24,657,750 | | | | 15,696,586 | |
Proceeds from sales of MLHS | | | (24,873,813 | ) | | | (15,425,424 | ) |
Gain on sale of mortgage loans excluding fair value of other financial instruments, net | | | 897,467 | | | | 467,573 | |
Increase in fair value of mortgage loans held for sale | | | 52,904 | | | | 9,093 | |
Balance at the end of period | | $ | 2,239,150 | | | $ | 1,713,999 | |
had a fair value of $2.3 billion. At September 30,December 31, 2020, mortgage loans held for sale included unpaid principal balances of the underlying loans of $2.2$2.3 billion and had a fair value of $2.2$2.4 billion. At December 31, 2019, mortgage loans held for sale included unpaid principal balances of the underlying loans of $1.5 billion and had a fair value of $1.5 billion.
8. Investor Reserves
NOTE 8 - INVESTOR RESERVES
The Company’s estimate of the investor reserves consider the current macro-economic environment and recent repurchase trends; however, if the Company experiences a prolonged period of higher repurchase and indemnification activity, then the realized losses from loan repurchases and indemnifications may ultimately be in excess of the liability. The maximum exposure under the Company’s representations and warranties would be the outstanding principal balance and any premium received on all loans ever sold by the Company, less any loans that have already been paid in full by the mortgagee, that have defaulted without a breach of representations and warranties, that have been indemnified via settlement or make-whole, or that have been repurchased. Additionally, the Company may receive relief of certain representations and warranty obligations on loans sold to FNMA or FHLMC on or after January 1, 2013 if FNMA or FHLMC satisfactorily concludes a quality control loan file review or if the borrower meets certain acceptable payment history requirements within 12 or 36 months after the loan is sold to FNMA or FHLMC.
19
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
The activity of the investor reserves was as
follows for the three and nine months ended September 30, 2020 and 2019:follows: | | For the three months ended September 30, | |
| | 2020 | | | 2019 | |
Balance - beginning of period | | $ | 23,886 | | | $ | 14,034 | |
Utilization of reserve for loan losses | | | (3,601 | ) | | | (1,405 | ) |
Provision (received by) charged to operations | | | (1,044 | ) | | | 3,150 | |
Balance - end of period | | $ | 19,241 | | | $ | 15,779 | |
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2021 | | 2020 |
| Balance — beginning of period | $ | 14,535 | | | $ | 16,521 | |
| Benefit from investor reserves | (2,006) | | | (768) | |
| Provision for investor reserves charged to operations | 2,348 | | | 2,151 | |
| Balance — end of period | $ | 14,877 | | | $ | 17,904 | |
| | For the nine months ended September 30, | |
| | 2020 | | | 2019 | |
Balance - beginning of year | | $ | 16,521 | | | $ | 14,312 | |
Utilization of reserve for loan losses | | | (7,289 | ) | | | (5,338 | ) |
Provision charged to operations | | | 10,009 | | | | 6,805 | |
Balance - end of period | | $ | 19,241 | | | $ | 15,779 | |
9.
Warehouse Lines
NOTE 9 - WAREHOUSE LINES OF CREDIT
Warehouse lines of credit consisted of the following at September 30, 2020March 31, 2021 and December 31, 2019.2020. Changes subsequent to September 30, 2020March 31, 2021 have been described in the notes referenced with the below table.
| | | | | | | | | | | | | | | | | | | | |
| | Maturity as of March 31,
2021 | | March 31, 2021 | | December 31, 2020 |
$800 million master repurchase facility agreement(1) | | January 2022 | | $ | 353,809 | | | $ | 442,593 | |
$250 million master repurchase facility agreement(2) | | September 2021 | | 169,473 | | | 148,011 | |
$500 million master repurchase facility agreement(3) | | February 2022 | | 424,687 | | | 541,074 | |
$200 million master repurchase facility agreement(4) | | May 2021 | | 171,491 | | | 187,214 | |
$300 million master repurchase facility agreement(5) | | September 2021 | | 223,600 | | | 232,272 | |
$500 million master repurchase facility agreement(6) | | July 2021 | | 417,250 | | | 464,355 | |
$200 million master repurchase facility agreement(7) | | April 2021 | | 136,116 | | | 104,880 | |
$250 million master repurchase facility agreement(8) | | N/A | | 154,616 | | | 0 | |
$75 million master repurchase facility agreement(9) | | March 2024 | | 22,439 | | | 25,185 | |
| | | | 2,073,481 | | | 2,145,584 | |
| Prepaid commitment fees | | | | (2,148) | | | (2,141) | |
| Net warehouse lines of credit | | | | $ | 2,071,333 | | | $ | 2,143,443 | |
| | Maturity | | September 30, 2020 | | | December 31, 2019 | |
$800 million master repurchase facility agreement (1) | | January 2021 | | $ | 499,216 | | | $ | 456,225 | |
$250 million master repurchase facility agreement (2) | | August 2021 | | | 146,259 | | | | 80,965 | |
$700 million master repurchase facility agreement (3) | | February 2021 | | | 485,152 | | | | 282,579 | |
$200 million master repurchase facility agreement (4) | | June 2021 | | | 150,034 | | | | 136,699 | |
$299 million master repurchase facility agreement (5) | | September 2021 | | | 108,842 | | | | 148,149 | |
$500 million master repurchase facility agreement (6) | | July 2021 | | | 349,308 | | | | 190,221 | |
$200 million master repurchase facility agreement (7) | | April 2021 | | | 147,889 | | | | — | |
$75 million master repurchase facility agreement (8) | | February 2024 | | | 27,996 | | | | 9,569 | |
| | | | | 1,914,696 | | | | 1,304,407 | |
Prepaid commitment fees | | | | | (2,435 | ) | | | (1,220 | ) |
Net warehouse lines of credit | | | | $ | 1,912,261 | | | $ | 1,303,187 | |
(1)The variable interest rate is calculated using a base rate tied to LIBOR, the Eurodollar, or an alternative base rate with a floor of 0.75%, plus the applicable interest rate margin. | The variable interest rate is calculated using a base rate tied to LIBOR, the Eurodollar, or an alternative base rate, plus the applicable interest rate margin.
|
(2)The variable interest rate is calculated using a base rate tied to LIBOR, plus the applicable interest rate margin. This line of credit requires a minimum deposit of $1.25 million. | The variable interest rate is calculated using a base rate tied to LIBOR, plus the applicable interest rate margin. This line of credit requires a minimum deposit of $0.75 million.
|
(3)The variable interest rate is calculated using a base rate tied to LIBOR, plus the applicable interest rate margin. In February 2021 this facility was reduced to $500.0 million and requires a minimum deposit to $2.5 million. | The variable interest rate is calculated using a base rate tied to LIBOR, plus the applicable interest rate margin.
|
(4)The variable interest rate is calculated using a base rate plus LIBOR, with a floor of 1.525% plus the applicable interest rate margin. This line of credit requires a minimum deposit of $750,000. Subsequent to March 31, 2021, this facility was amended with a maturity date of June 2021. | The variable interest rate is calculated using a base rate plus LIBOR, with a floor of 1.525%. This line of credit requires a minimum deposit of $1.1 million.
|
(5)The variable interest rate is calculated using a base rate tied to LIBOR with a floor of 0.40%, plus the applicable interest rate margin. | The variable interest rate is calculated using a base rate tied to LIBOR, plus the applicable interest rate margin. This line of credit was amended subsequent to September 30, 2020, decreasing the borrowing capacity to $299.0 million and extending the maturity to September 2021.
|
(6)The variable interest rate is calculated using a base rate tied to LIBOR with a floor of 0.75%, plus the applicable interest rate margin. | The variable interest rate is calculated using a base rate tied to LIBOR, plus the applicable interest rate margin.
|
(7)The variable interest rate is calculated using a base rate tied to LIBOR with a floor of 1.75%, plus the applicable interest rate margin. Subsequent to March 31, 2021, this facility was amended with a maturity date of June 2021. | The variable interest rate is calculated using a base rate tied to LIBOR, plus the applicable interest rate margin with a floor of 1.75%.
|
20
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars
(8)This facility agreement was effective January 2021. The variable interest rate is calculated using a base rate tied to LIBOR, plus the applicable interest rate margin. This facility’s maturity date is 30 days from written notice by either the financial institution or the Company.
(9)The interest rate on this facility is 3.375%. This facility was opened in thousands, except as otherwise indicated)2020 and is used for GNMA delinquent buyouts. Each buyout represents a separate transaction that can remain on the facility for up to 4 years. Subsequent to March 31, 2021, the Company completed a buyout extending the maturity to March 2025. (8)
| The interest rate on this facility is 3.375%. This facility was opened in 2019 and is used for GNMA delinquent buyouts. Each buyout represents a separate transaction that can remain on the facility for up to 4 years.
|
The weighted average interest rate for warehouse lines of credit was 2.59%2.44% and 4.04%2.52% at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. All warehouse lines of credit are collateralized by underlying mortgages and related documents. Existing balances on warehouse lines are repaid through the sale proceeds from the collateralized loans held for sale. The Company intends to renew existing warehouse lines prior to expiration. If those lines are not renewed or replaced, that could have a negative impact on the Company’s ability to continue funding new mortgage loans. The Company had cash balances of $156.2$131.1 million and $68.2$15.6 million in its warehouse buy down accounts as offsets to certain lines of credit at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively.
The agreements governing the Company’s warehouse lines of credit contain covenants that include certain financial requirements, including maintenance of maximum adjusted leverage ratio, minimum net worth, minimum tangible net worth,
minimum current ratio, minimum liquidity, positive quarterly income and limitations on additional indebtedness, dividends, sale of assets, and decline in the mortgage loan servicing portfolio’s fair value. At
September 30, 2020March 31, 2021 and December 31,
2019,2020, management believes the Company was in compliance with all debt covenants.
The Company has an optional short-term financing agreement between FNMA and the lender described as “As Soon As Pooled” (ASAP). The Company can elect to assign FNMA MBS trades to FNMA in advance of settlement and enter into a financing transaction and revenue related to the assignment is deferred until the final pool settlement date. The Company determines utilization based on warehouse availability and cash needs. There was 0 outstanding balance as of
September 30, 2020March 31, 2021 and December 31,
2019.10. Notes Payable
2020.
NOTE 10 - NOTES PAYABLE
In January 2014, the Company entered into an agreement for a revolving note from one of its warehouse banks, which it can draw upon as needed and has renewed on an annual basis. Borrowings on the revolving note are collateralized by the Company’s GNMA MSRs. Monthly interest on the outstanding balance is calculated using a base rate tied to the LIBOR rate plus the applicable margin, with a floor of 4.50%. The revolving note also has an unused facility fee on the average unused balance, which is also paid quarterly. The unused facility fee is waived if the average outstanding balance exceeds 70% of the available facility. In June 2020, the Company amended and restated the agreement and the revolving note was increased to a maximum committed amount of $135.0 million. The agreement also allows for the Company to increase the committed amount up to $200.0 million. The revolving note is currently scheduled to expire in June 2022. The Company has the option to convert the outstanding balance of the revolving note into a term note at its discretion. At
September 30, 2020March 31, 2021 and December 31,
2019,2020, the Company had
$85.0$45.0 million
and $90.0 million, respectively, in outstanding borrowings on this credit facility.
In July 2017, the Company entered into an agreement for a revolving note of up to $25.0 million from one of its warehouse banks, which it can draw upon as needed and has renewed on an annual basis. In July 2018, the Company amended the agreement to increase the revolving note up to $50.0 million. In July 2020, the Company amended the agreement by extending the expiration date to July 2021 and increasing the revolving note up to $65.0 million. Borrowings on the revolving note are collateralized by the Company’s FHLMC MSRs. Monthly interest on the outstanding balance is calculated using a base rate tied to the LIBOR rate
with a floor of 0.75% plus the applicable margin. The revolving note also has an unused facility fee on the average unused balance, which is also paid
monthly.quarterly. The unused facility fee is waived if the average outstanding balance exceeds 50% of the available combined warehouse and MSR facility. The lender has the option to convert the outstanding balance of the revolving note into a term note at its discretion. At
September 30, 2020March 31, 2021 and December 31,
2019,2020, the Company had
$38.0$20.0 million
and $50.0 million, respectively, in outstanding borrowings on this credit facility.
In January 2014, the Company entered into a term note agreement with one of its warehouse banks collateralized by the Company’s FNMA MSRs. In
September 2019,March 2021, the term note was amended and restated, at which time there was an outstanding amount of
$78.0$76.5 million. The outstanding amount of
$78.0$76.5 million was rolled into a new term note with a commitment of
$100.0$125.0 million. The note allows for the committed amount to be increased to a maximum of
$150.0$175.0 million. The Company
was able tocould draw on the committed amount through
September 2020March 2022 and the note matures on
September 30, 2022.March 25, 2024. Interest on the principal is paid monthly and is based upon a margin plus the highest of the (i) Prime Rate, (ii) Federal Funds Rate plus 0.5%, or (iii) the Eurodollar
21
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
Base Rate plus 1.0%. Principal payments of 5% of the outstanding balance as of September 30, 2020March 31, 2022 are due quarterly beginning October 1, 2020,April 15, 2022, with the remaining principal balance due upon maturity. The term note also has an unused facility fee equal to 0.375% of the average daily unadvanced amount, which is the difference between the committed amount and the amount outstanding. This fee is paid quarterly. At September 30, 2020March 31, 2021 and December 31, 2019,2020, the Company had an outstanding balance of $85.0$100.0 million and $78.0$80.8 million, respectively, on this facility.
The minimum calendar year payments
and maturities of the Company’s term note
was as
follows at September 30, 2020:of March 31, 2021 are as follows:2020 | | $ | 4,250 | | |
2021 | | | 17,000 | | |
| 2022 | | | 63,750 | | 2022 | $ | 15,000 | |
| 2023 | | 2023 | 20,000 | |
| 2024 | | 2024 | 65,000 | |
Total | | $ | 85,000 | | Total | $ | 100,000 | |
Subsequent
NOTE 11 - EARNINGS PER SHARE
Prior to September 30,our initial public offering ("IPO") in October 2020, the Guild Mortgage Company paid $4.3 millionLLC membership structure included several different types of LLC interests including ownership interests and profits interests. The Company analyzed the calculation of earnings per unit for periods prior to the IPO using the two-class method and determined that it resulted in values
that would not be meaningful to the user of these condensed consolidated financial statements. Therefore, earnings per share information has not been presented for periods prior to October 22, 2020.
Basic earnings per share is computed based on the
term loan.11. Commitmentsweighted average number of shares of Class A and ContingenciesClass B shares outstanding during the period using the two-class method. Diluted earnings per share is computed based on the weighted average number of shares plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include restricted stock units for Class A common stock.
The following table sets forth the components of basic and diluted earnings per share:
| | | | | |
| Three Months Ended March 31, 2021 |
| Net income available for Class A and Class B Common Stock | $ | 160,604 | |
| |
| Weighted-average shares outstanding, Class A Common Stock | 19,667 | |
| Weighted-average shares outstanding, Class B Common Stock | 40,333 | |
| Weighted-average shares outstanding - basic | 60,000 | |
| |
| Add dilutive effects of non-vested shares of restricted stock - Class A | 211 | |
| Weighted-average shares outstanding - diluted | 60,211 | |
| |
| Basic earnings per share: | |
| Class A and Class B Common Stock | $ | 2.68 | |
| Diluted earnings per share: | |
| Class A and Class B Common Stock | $ | 2.67 | |
NaN shares were excluded from the calculation of earnings per share as a result of being anti-dilutive.
Capital Stock
The Company has 2 classes of common stock: Class A and Class B. Class A common stock is traded on the New York Stock Exchange under the symbol “GHLD.” There is no public market for the Company’s Class B common stock. However, under the terms of the Company’s Certificate of Incorporation, the holder of Class B common stock may convert any portion or all of the holder’s shares of Class B common stock into an equal number of shares of Class A common stock at any time.
The holders of the Class A common stock and Class B common stock are entitled to dividends when and if declared by the Company’s Board of Directors out of legally available funds. Any stock dividend must be paid in shares of Class A common stock with respect to Class A common stock and in shares of Class B common stock with respect to Class B common stock.
The voting powers, preferences and relative rights of Class A common stock and Class B common stock are identical in all respects, except that the holders of Class A common stock have 1 vote per share and the holders of Class B common stock have 10 votes per share.
Restricted Stock Units
The Company issues RSUs, which represent the right to receive, upon vesting, 1 share of the Company’s common stock. The number of potentially dilutive shares related to RSUs is based on the number of shares, if any, that would be issuable at the end of the respective reporting period, assuming that date was the end of the vesting period.
NOTE 12 - STOCK-BASED COMPENSATION
Stock-Based Compensation
The Company’s stock-based compensation arrangements include grants of restricted stock units under the 2020 Omnibus Incentive Plan. The stock-based compensation costs recognized during the three months ended March 31, 2021 was $1.6 million and is included in salaries, incentive compensation and benefits. As of March 31, 2021, there was approximately
$18.9 million of unrecognized compensation costs related to non-vested restricted stock units, which we expect to recognize over the next 3.4 years.
NOTE 13 - COMMITMENTS AND CONTINGENCIES
Commitments to Extend Credit
The Company enters into
interest rate lock commitmentsIRLCs with customers who have applied for residential mortgage loans and meet certain credit and underwriting criteria. These commitments expose the Company to market risk if interest rates change and the loan is not economically hedged or committed to an investor. The Company is also exposed to credit loss if the loan is originated and not sold to an investor and the customer does not perform. The collateral upon extension of credit typically consists of a first deed of trust in the mortgagor’s residential property. Commitments to originate loans do not necessarily reflect future cash requirements as some commitments are expected to expire without being drawn upon. Total commitments to originate loans at
September 30, 2020March 31, 2021 and December 31,
20192020 were approximately
$6.4$4.0 billion and
$1.5$5.2 billion, respectively.
The Company manages the interest rate price risk associated with its outstanding
interest rate lock commitmentsIRLCs and
mortgage loans held for sale by entering into derivative loan instruments such as forward loan sales commitments, mandatory delivery commitments, options and futures contracts. Total commitments related to these derivatives at
September 30, 2020March 31, 2021 and December 31,
2019,2020 were approximately
$6.5$4.4 billion and
$2.0$5.5 billion, respectively.
Leases
The Company leases office space and equipment under noncancelable and cancelable operating agreements expiring at various dates through 2030. Rent expense amounted to $7.9 million and $7.3 million for the three months ended September 30, 2020 and 2019, respectively, and $22.1 million and $22.2 million for the nine months ended September 30, 2020 and 2019, respectively. Rent expense is included within occupancy, equipment and communication expense in the Condensed Consolidated Statements of Income.
Future minimum rental payments under the noncancelable operating leases were as follows at September 30, 2020:
2020 | | $ | 7,361 | |
2021 | | | 25,494 | |
2022 | | | 19,821 | |
2023 | | | 15,198 | |
2024 | | | 11,005 | |
Thereafter | | | 35,574 | |
| | $ | 114,453 | |
22
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
Legal
The Company is involved in various lawsuits arising in the ordinary course of business. While the ultimate results of these lawsuits cannot be predicted with certainty, management does not expect that these matters will have a material adverse effect on the
condensed consolidated financial position or results of operations of the Company.
U.S. ex rel. Dougherty v. Guild Mortgage Company, No. 16-cv-02909 (S.D. Cal.)
On May 18, 2016, the U.S. Department of Justice (“DOJ”), on behalf of HUD (together, the “government”), filed a Complaint-in-Intervention (“Intervention Complaint”) in a pending qui tam action against the Company under the False Claims Act (“FCA”), 31 U.S.C. §§ 3729-3733. The Intervention Complaint, filed in the U.S. District Court for the District of Columbia, alleges FCA violations in connection with the underwriting and origination of certain residential mortgage loans that the Company endorsed for Federal Housing Administration (“FHA”) insurance. The Intervention Complaint alleges violations of Sections 3729 (a)(l)(A) and (B) of the FCA, breach of common law fiduciary duty, and breach of contract. The government’s claims arise from the Company’s origination of residential mortgage loans, which the Company subsequently endorsed for FHA insurance between January 1, 2006, and December 31, 2011. The Company believes the FCA and common law claims are without merit.
On August 10, 2016, the Company filed motions to dismiss the government’s Intervention Complaint and the Relator’s Third Amended Complaint. In March 2018, the Court stayed the case pending the Ninth Circuit’s determination of the appeal in Rose v Stephens Institute (No. 17-15111). On August 24, 2018, the ruling in the Rose case was issued and the Court lifted its self-imposed stay. On March 4, 2019, the government filed an amended complaint which Guild responded to on March 22, 2019 reasserting that the claims were without merit. Guild’s motion to dismiss was denied by the court in September 2019. Discovery began in December 2019.
On October 20, 2020, a settlement agreement with respect to this lawsuit was executed and, pursuant to the terms of the settlement agreement, the Company agreed to make a cash payment in the aggregate amount of $24.9 million to the U.S. Department of Justice and the U.S. Department of Housing and Urban Development, of which approximately $2.0 million was covered by the Company’s insurance. As of and for the three and nine month periods ended September 30, 2020, the Company has accrued $22.9 million associated with the settlement within accounts payable and accrued expenses and as a reduction to loan origination fees and gain on sale of loans, net. The Company paid the amount in full during October 2020.
12. Related Party Transactions
In November 2014, one of the Company’s executives retired. Other executives had the option and executed their right to purchase the retiring executive’s units in Guild Management, LLC, an indirect parent company of the Company. The purchase was funded by the Company and in return, the Company received a note receivable from Guild Management, LLC for approximately $2.5 million. The note is due in 2024 and is included within Other Assets on the Condensed Consolidated Balance Sheets. Subsequent to September 30, 2020 this note was paid in full by Guild Management, LLC.
In April 2017, Guild Mortgage Company, LLC, the Company’s parent company, sold units to Guild Management III, LLC for $2.3 million in consideration of which $1.2 million was advanced by the Company in exchange for notes receivable from its members. These members fully paid back the notes and accrued interest during 2019.
On January 1, 2019, one of the Company’s executives retired, which triggered a repurchase of the executive’s equity in Guild Management, LLC, and a payout of deferred compensation. The Company’s parent company, Guild Mortgage Company, LLC, sold 13.7038 shares of the Company to the executive in exchange for the executive’s equity in Guild Mortgage Company, LLC. The executive in turn sold the acquired Company’s shares back to the Company in exchange for a promissory note of $8.0 million, which is to be paid over 16 quarters. For the three months ended September 30, 2020 and 2019, the Company made payments of $1.0 million and $0.5 million, respectively, to the executive. For the nine months ended September 30, 2020 and 2019 the company made payments of $1.5 and $0.9 million, respectively, to the executive. In connection with the executive’s retirement, the Company made a one-time payment of $2.0 million to the executive in connection with her participation in the deferred compensation plans.
23
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
13. Minimum Net Worth Requirements
NOTE 14 - MINIMUM NET WORTH REQUIREMENTS
Certain secondary market investors and state regulators require the Company to maintain minimum net worth and capital requirements. To the extent that these requirements are not met, secondary market investors and/or the state regulators may utilize a range of remedies including sanctions, and/or suspension or termination of selling and servicing agreements, which may prohibit the Company from originating, securitizing or servicing these specific types of mortgage loans.
The Company is subject to the following minimum net worth, minimum capital ratio and minimum liquidity requirements established by the Federal Housing Finance Agency for Fannie Mae and Freddie Mac Seller/Servicers, and Ginnie Mae for single family issuers.
The minimum net worth requirement for Fannie Mae and Freddie Mac is defined as follows:
| •
| Base of $2,500 plus 25 basis points of outstanding UPB for total loans serviced.
|
| •Base of $2,500 plus 25 basis points of outstanding UPB for total loans serviced. | Adjusted/Tangible Net Worth comprises of total equity less goodwill, intangible assets, affiliate receivables and certain pledged assets.
|
•Adjusted/Tangible Net Worth comprises of total equity less goodwill, intangible assets, affiliate receivables and certain pledged assets.
The minimum net worth requirement for Ginnie Mae is defined as follows:
| •
| Base of $2,500 plus 35 basis points of the issuer’s total single-family effective outstanding obligations.
|
| •Base of $2,500 plus 35 basis points of the issuer’s total single-family effective outstanding obligations. | Adjusted/Tangible Net Worth comprises of total equity less goodwill, intangible assets, affiliate receivables and certain pledged assets. Effective for fiscal year 2020, under the Ginnie Mae MBS Guide, the issuers will no longer be permitted to include deferred tax assets when computing minimum net worth requirements.
|
•Adjusted/Tangible Net Worth comprises of total equity less goodwill, intangible assets, affiliate receivables and certain pledged assets.
Minimum Capital Ratio
| • | For Fannie Mae, Freddie Mac and Ginnie Mae the Company is also required to hold a ratio of Adjusted/Tangible Net Worth to Total Assets greater than 6%. |
The minimum liquidity requirement for Fannie Mae and Freddie Mac is defined as follows:
| •
| 3.5 basis points of total Agency servicing.
|
| •3.5 basis points of total Agency servicing. | Incremental 200 basis points of total nonperforming Agency, measured as 90 plus day delinquencies, servicing in excess of 6% of the total Agency servicing UPB.
|
| •Incremental 200 basis points of total nonperforming Agency, measured as 90 plus day delinquencies, servicing in excess of 6% of the total Agency servicing UPB. | Allowable assets for liquidity may include: cash and cash equivalents (unrestricted); available for sale or held for trading investment grade securities (e.g., Agency MBS, Obligations of GSEs, US Treasury Obligations); and unused/available portion of committed servicing advance lines.
|
•Allowable assets for liquidity may include: cash and cash equivalents (unrestricted); available for sale or held for trading investment grade securities (e.g., Agency MBS, Obligations of GSEs, US Treasury Obligations); and unused/available portion of committed servicing advance lines.
The minimum liquidity requirement for Ginnie Mae is defined as follows:
| • | Maintain liquid assets equal to the greater of $1,000 or 10 basis points of our outstanding single-family MBS. |
The most restrictive of the minimum net worth and capital requirements require the Company to maintain a minimum adjusted net worth balance of
$73,118$78,064 as of December 31,
2019.2020. As of December 31,
2019,2020, the Company was in compliance with this requirement.
24
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
14.
NOTE 15 - SEGMENTS
SegmentsASC 280, Segment Reporting, establishes the standards for reporting information about segments in financial statements. In applying the criteria set forth in that guidance, the Company has determined that it has 2 reportable segments — Loan Origination and Servicing.
Origination— The Company operates its loan origination business in approximately NaN states.throughout the United States. Its licensed sales professionals and support staff cultivate deep relationships with referral partners and clients and provide a customized approach to the loan transaction whether it is a purchase or refinance. The originationsorigination segment is primarily responsible for loan origination, acquisition and sale activities. Servicing— The Company services loans out of its corporate office in San Diego, California. Properties of the loans serviced by the Company are disbursed throughout the United States and as of DecemberMarch 31, 20192021 the Company serviced at least 1 loan in NaN different states. The servicing segment provides a steady stream of cash flow to support the origination segment and more importantly it allows for the Company to build long standing client relationships that drive repeat and referral business back to the origination segment to recapture the client’s next mortgage transaction. The servicing segment is primarily responsible for the servicing activities of all loans in the Company’s servicing portfolio which includes, but is not limited to, collection and remittance of loan payments, managing borrower’s impound accounts for taxes and insurance, loan payoffs, loss mitigation and foreclosure activities. The Company does not allocate assets to its reportable segments as they are not included in the review performed by the Chief Operating Decision Maker for purposes of assessing segment performance and allocating resources. The balance sheet is managed on a consolidated basis and is not used in the context of segment reporting. The Company also does not allocate certain corporate expenses, which are represented by All Other in the tables below.
The following table presents the financial performance and results by segment for the three months ended
September 30, 2020:March 31, 2021: | | | Production | | | Servicing | | | Total Segments | | | All Other | | | Total | | | Origination | | Servicing | | Total
Segments | | All Other | | Total |
Revenue | | | | | | | | | | | | | | | | | | | | | Revenue | | | | | | | | | |
Loan origination fees and gain on sale of loans, net | | $ | 563,162 | | | $ | 1,847 | | | $ | 565,009 | | | $ | — | | | $ | 565,009 | | Loan origination fees and gain on sale of loans, net | $ | 444,797 | | | $ | 1,792 | | | $ | 446,589 | | | $ | 0 | | | $ | 446,589 | |
Loan servicing and other fees | | | — | | | | 40,159 | | | | 40,159 | | | | — | | | | 40,159 | | Loan servicing and other fees | 0 | | | 45,199 | | | 45,199 | | | 0 | | | 45,199 | |
Valuation adjustment of mortgage servicing rights | | | — | | | | (41,006 | ) | | | (41,006 | ) | | | — | | | | (41,006 | ) | Valuation adjustment of mortgage servicing rights | 0 | | | 35,743 | | | 35,743 | | | 0 | | | 35,743 | |
Interest income (expense) | | | 3,864 | | | | (2,386 | ) | | | 1,478 | | | | (2,061 | ) | | | (583 | ) | Interest income (expense) | 2,846 | | | (2,861) | | | (15) | | | (1,398) | | | (1,413) | |
Other income (expense) | | | 7 | | | | — | | | | 7 | | | | (42 | ) | | | (35 | ) | |
| Other income, net | | Other income, net | 0 | | | 22 | | | 22 | | | 47 | | | 69 | |
Net revenue | | | 567,033 | | | | (1,386 | ) | | | 565,647 | | | | (2,103 | ) | | | 563,544 | | Net revenue | 447,643 | | | 79,895 | | | 527,538 | | | (1,351) | | | 526,187 | |
Expenses | | | | | | | | | | | | | | | | | | | | | Expenses | |
Salaries, incentive compensation and benefits | | | 244,787 | | | | 5,013 | | | | 249,800 | | | | 23,760 | | | | 273,560 | | Salaries, incentive compensation and benefits | 250,815 | | | 7,213 | | | 258,028 | | | 8,696 | | | 266,724 | |
General and administrative | | | 22,432 | | | | 3,060 | | | | 25,492 | | | | 1,779 | | | | 27,271 | | General and administrative | 22,638 | | | 1,856 | | | 24,494 | | | 2,412 | | | 26,906 | |
Occupancy, equipment and communication | | | 10,721 | | | | 1,581 | | | | 12,302 | | | | 2,015 | | | | 14,317 | | Occupancy, equipment and communication | 13,173 | | | 1,108 | | | 14,281 | | | 551 | | | 14,832 | |
Depreciation and amortization | | | 1,165 | | | | 115 | | | | 1,280 | | | | 260 | | | | 1,540 | | Depreciation and amortization | 893 | | | 190 | | | 1,083 | | | 571 | | | 1,654 | |
Provision for foreclosure losses | | | — | | | | 547 | | | | 547 | | | | — | | | | 547 | | Provision for foreclosure losses | 0 | | | 2,462 | | | 2,462 | | | 0 | | | 2,462 | |
Income tax expense | | | — | | | | — | | | | — | | | | 64,223 | | | | 64,223 | | Income tax expense | 0 | | | 0 | | | 0 | | | 53,005 | | | 53,005 | |
Net income (loss) allocated to segments | | $ | 287,928 | | | $ | (11,702 | ) | | $ | 276,226 | | | $ | (94,140 | ) | | $ | 182,086 | | |
| Net income (loss) | | Net income (loss) | $ | 160,124 | | | $ | 67,066 | | | $ | 227,190 | | | $ | (66,586) | | | $ | 160,604 | |
25
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
The following table presents the financial performance and results by segment for the three months ended September 30, 2019:March 31, 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Origination | | Servicing | | Total
Segments | | All Other | | Total |
| Revenue | | | | | | | | | |
| Loan origination fees and gain on sale of loans, net | $ | 238,802 | | | $ | 1,059 | | | $ | 239,861 | | | $ | 0 | | | $ | 239,861 | |
| Loan servicing and other fees | 0 | | | 38,532 | | | 38,532 | | | 0 | | | 38,532 | |
| Valuation adjustment of mortgage servicing rights | 0 | | | (108,649) | | | (108,649) | | | 0 | | | (108,649) | |
| Interest income (expense) | 2,220 | | | 37 | | | 2,257 | | | (2,190) | | | 67 | |
| Other income, net | 5 | | | 1 | | | 6 | | | 383 | | | 389 | |
| Net revenue | 241,027 | | | (69,020) | | | 172,007 | | | (1,807) | | | 170,200 | |
| Expenses | | | | | | | | | |
| Salaries, incentive compensation and benefits | 140,006 | | | 5,686 | | | 145,692 | | | 2,321 | | | 148,013 | |
| General and administrative | 19,524 | | | 1,756 | | | 21,280 | | | 945 | | | 22,225 | |
| Occupancy, equipment and communication | 11,379 | | | 803 | | | 12,182 | | | 1,136 | | | 13,318 | |
| Depreciation and amortization | 1,285 | | | 156 | | | 1,441 | | | 446 | | | 1,887 | |
| Provision for foreclosure losses | 0 | | | 1,924 | | | 1,924 | | | 0 | | | 1,924 | |
| Income tax benefit | 0 | | | 0 | | | 0 | | | (4,181) | | | (4,181) | |
| Net income (loss) | $ | 68,833 | | | $ | (79,345) | | | $ | (10,512) | | | $ | (2,474) | | | $ | (12,986) | |
| | Production | | | Servicing | | | Total Segments | | | All Other | | | Total | |
Revenue | | | | | | | | | | | | | | | | | | | | |
Loan origination fees and gain on sale of loans, net | | $ | 269,382 | | | $ | 711 | | | $ | 270,093 | | | $ | — | | | $ | 270,093 | |
Loan servicing and other fees | | | — | | | | 36,540 | | | | 36,540 | | | | — | | | | 36,540 | |
Valuation adjustment of mortgage servicing rights | | | — | | | | (90,968 | ) | | | (90,968 | ) | | | — | | | | (90,968 | ) |
Interest income (expense) | | | 2,303 | | | | 1,697 | | | | 4,000 | | | | (1,892 | ) | | | 2,108 | |
Other income | | | 12 | | | | — | | | | 12 | | | | (7 | ) | | | 5 | |
Net revenue | | | 271,697 | | | | (52,020 | ) | | | 219,677 | | | | (1,899 | ) | | | 217,778 | |
Expenses | | | | | | | | | | | | | | | | | | | | |
Salaries, incentive compensation and benefits | | | 166,909 | | | | 3,857 | | | | 170,766 | | | | 5,950 | | | | 176,716 | |
General and administrative | | | 14,527 | | | | 2,171 | | | | 16,698 | | | | 1,799 | | | | 18,497 | |
Occupancy, equipment and communication | | | 10,988 | | | | 1,133 | | | | 12,121 | | | | 1,300 | | | | 13,421 | |
Depreciation and amortization | | | 1,588 | | | | 77 | | | | 1,665 | | | | 147 | | | | 1,812 | |
Provision for foreclosure losses | | | — | | | | 1,497 | | | | 1,497 | | | | — | | | | 1,497 | |
Income tax benefit | | | — | | | | — | | | | — | | | | (2,661 | ) | | | (2,661 | ) |
Net income (loss) allocated to segments | | $ | 77,685 | | | $ | (60,755 | ) | | $ | 16,930 | | | $ | (8,434 | ) | | $ | 8,496 | |
NOTE 16 - SUBSEQUENT EVENTS
Acquisition
On May 10, 2021, the Company entered into a definitive agreement to acquire Residential Mortgage Services, Inc. ("RMS") for a purchase price of approximately $196.7 million, subject to customary purchase price adjustments and closing conditions. The following table presentspurchase price will be financed with a combination of existing cash resources and the financial performanceissuance of the Company’s Class A common shares. The acquisition is expected to close in the third quarter of 2021, although there can be no assurance that the closing of the acquisition will occur by such time. Either party may terminate the acquisition agreement.
Common Stock Cash Dividends Declared
On May 6, 2021, the Company's Board of Directors declared a special cash dividend of $1.00 per share on its Class A and
results by segment for the nine months ended September 30, 2020:Class B common stock, payable on May 28, 2021, to stockholders of record on May 21, 2021. | | Production | | | Servicing | | | Total Segments | | | All Other | | | Total | |
Revenue | | | | | | | | | | | | | | | | | | | | |
Loan origination fees and gain on sale of loans, net | | $ | 1,293,621 | | | $ | 4,681 | | | $ | 1,298,302 | | | $ | — | | | $ | 1,298,302 | |
Loan servicing and other fees | | | — | | | | 116,469 | | | | 116,469 | | | | — | | | | 116,469 | |
Valuation adjustment of mortgage servicing rights | | | — | | | | (245,816 | ) | | | (245,816 | ) | | | — | | | | (245,816 | ) |
Interest income (expense) | | | 10,274 | | | | (4,997 | ) | | | 5,277 | | | | (6,352 | ) | | | (1,075 | ) |
Other income | | | 32 | | | | — | | | | 32 | | | | (71 | ) | | | (39 | ) |
Net revenue | | | 1,303,927 | | | | (129,663 | ) | | | 1,174,264 | | | | (6,423 | ) | | | 1,167,841 | |
Expenses | | | | | | | | | | | | | | | | | | | | |
Salaries, incentive compensation and benefits | | | 594,830 | | | | 14,230 | | | | 609,060 | | | | 41,398 | | | | 650,458 | |
General and administrative | | | 59,579 | | | | 10,033 | | | | 69,612 | | | | 5,851 | | | | 75,463 | |
Occupancy, equipment and communication | | | 34,876 | | | | 2,796 | | | | 37,672 | | | | 3,600 | | | | 41,272 | |
Depreciation and amortization | | | 3,766 | | | | 329 | | | | 4,095 | | | | 591 | | | | 4,686 | |
Provision for foreclosure losses | | | — | | | | 2,407 | | | | 2,407 | | | | — | | | | 2,407 | |
Income tax expense | | | — | | | | — | | | | — | | | | 100,688 | | | | 100,688 | |
Net income (loss) allocated to segments | | $ | 610,876 | | | $ | (159,458 | ) | | $ | 451,418 | | | $ | (158,551 | ) | | $ | 292,867 | |
GUILD MORTGAGE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except as otherwise indicated)
The following table presents the financial performance and results by segment for the nine months ended September 30, 2019:Table of Contents | | Production | | | Servicing | | | Total Segments | | | All Other | | | Total | |
Revenue | | | | | | | | | | | | | | | | | | | | |
Loan origination fees and gain on sale of loans, net | | $ | 594,864 | | | $ | 2,732 | | | $ | 597,596 | | | $ | — | | | $ | 597,596 | |
Loan servicing and other fees | | | — | | | | 104,977 | | | | 104,977 | | | | — | | | | 104,977 | |
Valuation adjustment of mortgage servicing rights | | | — | | | | (251,190 | ) | | | (251,190 | ) | | | — | | | | (251,190 | ) |
Interest income (expense) | | | 9,107 | | | | 1,690 | | | | 10,797 | | | | (6,495 | ) | | | 4,302 | |
Other income | | | 37 | | | | — | | | | 37 | | | | 1,149 | | | | 1,186 | |
Net revenue | | | 604,008 | | | | (141,791 | ) | | | 462,217 | | | | (5,346 | ) | | | 456,871 | |
Expenses | | | | | | | | | | | | | | | | | | | | |
Salaries, incentive compensation and benefits | | | 397,594 | | | | 11,300 | | | | 408,894 | | | | 9,138 | | | | 418,032 | |
General and administrative | | | 34,805 | | | | 7,249 | | | | 42,054 | | | | 5,067 | | | | 47,121 | |
Occupancy, equipment and communication | | | 35,033 | | | | 2,006 | | | | 37,039 | | | | 3,324 | | | | 40,363 | |
Depreciation and amortization | | | 4,923 | | | | 231 | | | | 5,154 | | | | 482 | | | | 5,636 | |
Provision for foreclosure losses | | | — | | | | 2,271 | | | | 2,271 | | | | — | | | | 2,271 | |
Income tax benefit | | | — | | | | — | | | | — | | | | (18,050 | ) | | | (18,050 | ) |
Net income (loss) allocated to segments | | $ | 131,653 | | | $ | (164,848 | ) | | $ | (33,195 | ) | | $ | (5,307 | ) | | $ | (38,502 | ) |
Item
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to highlight and supplement data and information presented elsewhere in this Quarterly Report,
on Form 10-Q (the “Form 10-Q”).Basis of Presentation
Guild Mortgage Company, a California corporation, was our operating company prior to our initial public offering (the “IPO”) and became a wholly-owned subsidiary of Guild Holdings Company, a Delaware corporation, in connection with a series of reorganization transactions consummated in connection withincluding the IPO. Prior to the consummation of the reorganization transactions and in reference to events which took place prior to the consummation of the reorganization transactions, unless the context requires otherwise, the words “Guild,” “we,” the “Company,” “us,” and “our” refer to Guild Mortgage Company and its consolidated subsidiaries. Subsequent to the consummation of the reorganization transactions and in reference to events which have taken place subsequent to the consummation of the reorganization transactions, unless the context requires otherwise, the words “Guild,” “we,” the “Company,” “us,” and “our” refer to Guild Holdings Company and its consolidated subsidiaries.
Data in this Form 10-Q as of and for the three- and nine-month periods ended September 30, 2020 and 2019 have been derived from Guild Mortgage Company’s unaudited condensed consolidated financial statements and related notes thereto included elsewherein Part I, Item 1. The following discussion includes forward-looking statements that reflect our plans, estimates and assumptions and involve numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2020. See also “Cautionary Note Regarding Forward-Looking Statements.” Future results could differ significantly from the historical results presented in this Form 10-Q.
section.
Business and Executive Overview
We started our business in 1960 and are among the longest-operating seller servicers in the United States. We are a growth-oriented mortgage company that employs a relationship-based loan sourcing strategy to execute our mission of delivering the promise of home ownership in neighborhoods and communities across the United States. Our business model is centered on providing a personalized mortgage-borrowing experience that is delivered by our knowledgeable loan officers and supported by our diverse product offerings. Throughout these individualized interactions, we work to earn our clients’ trust and confidence as a financial partner that can help them find their way through life’s changes and build for the future.
Recent Developments
On October 21, 2020, we completed an initial public offering (the "IPO"). For a complete description of this transaction and other subsequent events, see
Note 1, Business, Basis of Presentation, and Accounting Policies
to the consolidated financial statements included elsewhere in this Form 10-Q.COVID-19 Pandemic
Business Operations and Liquidity
We continue to closely monitor the economic impact resulting from the COVID-19 pandemic. Although we experienced record origination volume and increased gain on sale margins in our origination segment during the nine months ended September 30, 2020, the COVID-19 pandemic has had a negative impact on the financial results of our servicing segment. The federal government enacted the CARES Act, which allows borrowers with federally backed loans to request a temporary mortgage forbearance. As a result of the CARES Act forbearance requirements, we have recorded, and expect to record, additional increases in delinquencies in our servicing portfolio. As of September 30, 2020, the 60-plus day delinquency rate on our servicing portfolio was 3.6%, compared to a 60-plus day delinquency rate of 1.5% as of February 28, 2020. Excluding loans which have elected the forbearance option, the 60-plus day delinquency rate was 1.3% as of September 30, 2020. This increased delinquency rate on our servicing portfolio may require us to finance substantial amounts of advances of principal and interest, property taxes, insurance premiums and other expenses to protect investors’ interests in the properties securing the loans. These advances and payments, coupled with increased servicing costs and lower servicing revenue, have negatively affected and will continue to negatively affect our cash position. Additionally, we are currently prohibited from collecting certain servicing-related fees, such as late fees, and initiating foreclosure proceedings. As a result, we expect the effects of the CARES Act forbearance requirements to reduce our servicing income and increase our servicing expenses. If the CARES Act expires without being renewed, this could negatively affect our cash position, servicing income, and servicing expenses.
As of October 31, 2020, approximately 3.6% of the loans in our servicing portfolio had elected the forbearance option compared to the industry average of 5.7%, as reported by the Mortgage Bankers Association and, as of September 30, 2020, approximately 4.3% of the loans in our servicing portfolio had elected the forbearance option compared to the industry average of 6.8%, as reported by the Mortgage Bankers Association. Of the 3.6% of the loans in our servicing portfolio that had elected forbearance as of October 31, 2020, approximately 13.8% remained current on their October payments and, of the 4.3% of the loans in our servicing portfolio that had elected forbearance as of September 30, 2020, approximately 25.6% remained current on their September payments. We believe our portfolio has performed better than the industry average because of our in-house servicing capabilities and timely response to the
COVID-19 pandemic and that our performance is a testament to the strength of our client relationships. Our in-house servicing team and local loan officers continue to work with our clients to understand forbearance plans and determine the best paths forward for their unique circumstances. By maintaining relationships with our clients throughout the loan lifecycle, and supporting our clients during times of uncertainty, we believe this strategy positions ourselves to capture future business.
Servicing Portfolio Forbearance
(as of period end)
Source: Mortgage Bankers Association
Executive Summary of Results of Operations for Periods Presented
Three
We generated significant revenue and
Nine Months Ended September 30, 2020 Summarynet income growth primarily due to an increase in origination volume, increased profit margins on overall loan sales to investors and declines in interest rates. As consumer demand for refinancing increased, our gain on sale margins increased.
For the three months ended
September 30, 2020,March 31, 2021, we originated
$10.0$9.8 billion of mortgage loans compared to
$7.1$5.8 billion for the three months ended
September 30, 2019, representingMarch 31, 2020, primarily due to decreased interest rates, which led to an increase
of $2.9 billion or 41.0%. Forin origination volume across the
nine months ended September 30, 2020, we originated $24.6 billion ofU.S. mortgage
loans compared to $15.7 billion for the nine months ended September 30, 2019, representing a 57.0% increase.market. Our servicing portfolio as of
September 30, 2020March 31, 2021 was
$56.4$62.9 billion of
unpaid principal balance (“UPB”)UPB compared to
$48.9$50.1 billion of UPB as of
September 30, 2019,March 31, 2020, with the average size of the portfolio increasing
13.4%23.5% over that time. We generated
$182.1$160.6 million of net income for the three months ended
September 30, 2020March 31, 2021 compared to
$8.5a loss of $13.0 million for the three months ended
September 30, 2019, and $292.9 million for the nine months ended September 30, 2020 compared to $38.5 million of net loss for the nine months ended September 30, 2019.March 31, 2020. We generated
$195.0$106.4 million of Adjusted Net Income for the three months ended
September 30, 2020March 31, 2021 compared to
$58.6$57.9 million for the three months ended
September 30, 2019, representing a 232.6% increase,March 31, 2020 and we generated
$267.3$144.3 million of Adjusted EBITDA for the three months ended
September 30, 2020March 31, 2021 compared to
$77.1$82.0 million for the three months ended
September 30, 2019, representing a 246.5% increase. We generated $433.3 million of Adjusted Net Income for the nine months ended September 30, 2020 compared to $111.3 million for the nine months ended September 30, 2019, representing a 289.3% increase, and we generated $593.0 million of Adjusted EBITDA for the nine months ended September 30, 2020 compared to $157.0 million for the nine months ended September 30, 2019, representing a 277.8% increase.March 31, 2020. Please see “—
Non-GAAP Financial Measures”Measures” for further information regarding our use of
Adjusted Net Income and Adjusted EBITDA, including limitations related to such non-GAAP measures and
a reconciliation of such measuresreconciliations to net income,
(loss), the nearest comparable financial measure calculated and presented in accordance with
GAAP.accounting principles generally accepted in the United States of America (“GAAP”).
The above-described
increasesincrease in net income, Adjusted Net Income and Adjusted EBITDA
werewas primarily due to
increasesthe increase in loan origination fees and gain on sale of loans, net of
$294.9$206.7 million for the three months ended
September 30, 2020March 31, 2021 compared to the
three months ended September 30, 2019 and $700.7 million for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019.same period in 2020. The
increasesincrease in loan origination fees and gain on sale of loans, net
werewas driven by the
increases
increase in origination volume described above, as well as increasesan increase in gain on sale margins on originated loans. Gain on sale margins on originated loans, which increased 18339 basis points or 48.3%9.3% for the three months ended September 30, 2020March 31, 2021 compared to the three months ended September 30, 2019same period in 2020. This increase in gain on sale margins was primarily due to low interest rates and 147 basis points or 38.6%increased demand for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019.mortgage financing. Our increased origination volume also resulted in increasesan increase in variable salaries, incentive compensation and benefits expense of $96.8$118.7 million or 54.8% for the three months ended September 30, 2020March 31, 2021 compared to the three months ended September 30, 2019 and $232.4March 31, 2020.
Net income includes a gain of $35.7 million
or 55.6% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019.The increases in net income for the three months and nine months ended September 30, 2020 were offset by losses of $41.0 million and $245.8 million, respectively, due to decreasesan increase in the fair value of our mortgage servicing rights (“MSRs”)MSRs resulting from the valuation model impact of decreasesan increase in projected duration of cash flow collections during the period. ForComparatively, for the three months and nine months ended September 30, 2019,March 31, 2020, we recognized lossesa loss of $91.0$108.6 million and $251.2 million, respectively, due to decreasesa decrease in the fair value of MSRs. According to the Mortgage Finance Forecast from the Mortgage Bankers Association (the “MBA Mortgage Finance Forecast”), average 30-year mortgage rates declinedincreased by 7010 basis points from September 30, 2019 to September 30, 2020. Average 30-year mortgage rates also declinedduring the three months ended March 31, 2021 and decreased by 7020 basis points from Decemberduring the three months ended March 31, 2019 to September 30, 2020. A decline of this natureAn increase in mortgage rates generally results in higherlower prepayment speeds and a subsequent downwardupward adjustment to the fair value of our MSRs for the loans that still exist in our portfolio. However, when rates decline, our origination volume generally increases as refinance opportunities increase.
Management believes that maintaining both an origination segment and a servicing segment provides us with a more balanced business model in both rising and declining interest rate environments, compared to other industry participants that predominately focus on either origination or servicing, instead of both. In addition, one of our business strategies is to seek to recapture mortgage transactions when our borrowers prepay their loans. During the ninethree months ended September 30, 2020,March 31, 2021, we
had a
26%25% purchase recapture rate, a
66%69% refinance recapture rate and a
60%65% overall recapture rate, compared to 25%,
65%63% and
55%58%, respectively, for the
ninethree months ended
September 30, 2019.March 31, 2020. Recapture rate is calculated as the
total UPB of our clients that originated a new mortgage with us in a given period, divided by the
total UPB of our clients that paid off their existing mortgage and originated a new mortgage in the same period. Purchase recapture is calculated based on those clients who originate a new mortgage for the purchase of a home, and refinance recapture is calculated based on those clients who originate a new mortgage to refinance an existing mortgage.
Overall recapture rate is calculated as the total of our clients that originate a new mortgage with us divided by the total of our clients that paid off their existing mortgage and originated a new mortgage. This calculation excludes clients to whom we did not actively market due to contractual prohibitions or other business reasons.
Recent Developments
COVID-19 Pandemic
Business Operations and Liquidity
We continue to closely monitor the economic impact resulting from the COVID-19 pandemic. Although we experienced record origination volume and increased profit margins in our origination segment during the year ended December 31, 2020 and the three months ended March 31, 2021, the COVID-19 pandemic has had a slight negative impact on the financial results of our servicing segment. The federal government enacted the CARES Act, which allowed borrowers with federally backed loans to request a temporary mortgage forbearance. In February 2021, the Federal Housing Finance Agency, the Department of Housing and Urban Development, the Department of Veterans Affairs, and the Department of Agriculture announced an extension of the forbearance period of three to six months depending on the loan type. As a result of the CARES Act forbearance requirements and the subsequent extension of federal forbearance programs, we have recorded and expect to record additional increases in delinquencies in our servicing portfolio. As of March 31, 2021, the 60-plus day delinquency rate on our servicing portfolio was 3.1%, compared to a 60-plus day delinquency rate of 3.5% as of December 31, 2020. The 60-plus day delinquency rate in the U.S. mortgage market as of March 31, 2021 was 5.0%, according to the Mortgage Bankers Association. This increased delinquency rate on our servicing portfolio may require us to finance substantial amounts of advances of principal and interest, property taxes, insurance premiums and other expenses to protect investors’ interests in the properties securing the loans. We have increased our provision for foreclosure losses due to this increased delinquency rate, and increased our estimated per-loan losses due to expected longer foreclosure times as described further below. These advances and payments, coupled with increased servicing costs and lower servicing revenue, have negatively affected and will continue to negatively affect our cash position. We continuously monitor the requirements around these advances and how, if at all, they impact our liquidity. Additionally, we are currently prohibited from collecting certain servicing-related fees, such as late fees, and initiating foreclosure proceedings. As a result, we expect the effects of the CARES Act forbearance requirements and the subsequent federal forbearance programs to reduce our servicing income and increase our servicing expenses.
As of April 30, 2021, approximately 2.7% of the loans in our servicing portfolio had elected the forbearance option compared to the industry average of 4.5%, as reported by the Mortgage Bankers Association and, as of March 31, 2021, approximately 2.9% of the loans in our servicing portfolio had elected the forbearance option compared to the industry average of 4.9%, as reported by the Mortgage Bankers Association. Of the 2.7% of the loans in our servicing portfolio that had elected forbearance as of April 30, 2021, approximately 12.3% remained current on their April payments and, of the 2.9% of the loans in our servicing portfolio that had elected forbearance as of March 31, 2021, approximately 13.0% remained current on their March payments. We believe our portfolio has performed better than the industry average because of our in-house servicing capabilities and timely response to the COVID-19 pandemic and that our performance is a testament to the strength of our client relationships. Our in-house servicing team and local loan officers continue to work with our clients to understand forbearance plans and determine the best paths forward for their unique circumstances. By maintaining relationships with our clients throughout the loan lifecycle, and supporting our clients during times of uncertainty, we position ourselves to capture future business.
Servicing Portfolio Forbearance
(as of period end)
Source: Mortgage Bankers Association.
Increased Liquidity
During the first quarter of 2021, to support our increased loan origination volume, we added one additional loan funding facility with a total facility size of $250.0 million. As of March 31, 2021, the aggregate available amount under our loan facilities was approximately $3.1 billion. See “—Liquidity, Capital Resources and Cash Flows” for further information regarding our funding facilities.
The extent to which the COVID-19 pandemic affects our business, results of operations and financial condition will ultimately depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.
Description of Certain Components of Financial Data
The primary components of our revenue and expenses are described below.
Our Components of Revenue
Loan origination fees and gain on sale of loans, net— This represents all income recognized from the time when a loan is originated until the time when a loan is subsequently sold to an investor and includes cash and non-cash components. Each component is described below: | •
| Gain (loss) on sale of loans — Net proceeds from the difference between the quoted loan price committed to the client and the price received from the investor at loan sale, net of miscellaneous investor fees charged.
|
| •Gain (loss) on sale of loans — Net proceeds from the difference between the quoted loan price committed to the client and the price received from the investor at loan sale, net of miscellaneous investor fees charged. | Origination fees — Fees collected from the client, which typically include processing, underwriting, funding, credit report, tax service, flood certification and appraisal fees, net of any associated third-party costs.
|
| •Loan origination fees — Fees collected from the client, which typically include processing, underwriting, funding, credit report, tax service, flood certification and appraisal fees, net of any associated third-party costs. | The fair value of the MSRs at time of sale — After a loan is sold to an investor, we record the value of the MSR at fair value. Fair value is estimated based on the present value of future cash flows. We utilize a third-party valuation service to determine this estimated value based on variables such as contractual servicing fees, ancillary fees, the cost to service, discount rate and estimated prepayment speeds.
|
| •The fair value of the MSRs at time of sale — After a loan for which we continue to act as the servicer is sold to an investor, we record the value of the MSR at fair value. Fair value is estimated based on the present value of future cash flows. We utilize a third-party valuation service to determine this estimated value based on variables such as contractual servicing fees, ancillary fees, estimated prepayment speeds, discount rate and the cost to service. | Changes in the fair value of IRLC and MLHS — When the client accepts an interest rate lock, we record the estimated fair value of the loan. We also evaluate several factors to determine the likelihood of the loan closing and discount the value of any IRLCs we consider to have a lower probability of closing. The probability of the loan ultimately closing changes as the stage of the loan progresses from application to underwriting submission, loan approval and funding. Loans that close and are held for sale are commonly referred to as mortgage loans held for sale or “MLHS.” MLHS are also recorded at fair value. We typically determine the fair value of our MLHS based on investor committed pricing; however, we determine the fair value of any MLHS that is not allocated to a commitment based on current delivery trade prices.
|
| •Changes in the fair value of IRLC and MLHS — When the client accepts an interest rate lock, we record the estimated fair value of the loan. We also evaluate several factors to determine the likelihood of the loan closing and discount the value of any interest rate lock commitments (“IRLCs”) we consider having a lower probability of closing. The probability of the loan ultimately closing changes as the stage of the loan progresses from application to underwriting submission, loan approval and funding. Loans that close and are held for sale are commonly referred to as mortgage loans held for sale or “MLHS.” MLHS are also recorded at fair value. We typically determine the fair value of our MLHS based on investor committed pricing; | Changes in the fair value of forward delivery commitments — We enter into forward delivery commitments to hedge against changes in the interest rates associated with our IRLCs and MLHS. Our hedging policies are set by our risk management function and are monitored daily. Typically, when the fair value of an IRLC or MLHS increases, the fair value of any related forward contract decreases.
|
| •
| Investor reserve provision — At the time a loan is sold to an investor, we make certain representations and warranties. If defects are subsequently discovered in these representations and warranties that cause a loan to no longer satisfy the applicable investor eligibility requirements, we may be required to repurchase that loan. We are also required to indemnify several of our investors for borrowers’ prepayments and defaults. We estimate the potential for these losses based on our recent and historical loan repurchase and indemnification experience and our success rate on appeals. We also screen market conditions for any indications of a rise in delinquency rates, which may result in a heightened exposure to loss.
|
| however, we determine the fair value of any MLHS that is not allocated to a commitment based on current delivery trade prices. •Changes in the fair value of forward delivery commitments — We enter into forward delivery commitments to hedge against changes in the interest rates associated with our IRLCs and MLHS. Our hedging policies are set by our risk management function and are monitored daily. Typically, when the fair value of an IRLC or MLHS increases, the fair value of any related forward contract decreases. •Provision for investor reserves — At the time a loan is sold to an investor, we make certain representations and warranties. If defects are subsequently discovered in these representations and warranties that cause a loan to no longer satisfy the applicable investor eligibility requirements, we may be required to repurchase that loan. We are also required to indemnify several of our investors for borrowers’ prepayments and defaults. We estimate the potential for these losses based on our recent and historical loan repurchase and indemnification experience and our success rate on appeals. We also screen market conditions for any indications of a rise in delinquency rates, which may result in a heightened exposure to loss. •Earlypay-off fees — The amount of gain on sale premium received from the investors who purchase our loans that we must return to those investors when loans sold to them are repaid before a specified point in time. •
| Early pay-off fees – The amount of gain on sale premium received from the investors who purchase our loans that we must return to those investors when loads sold to them are repaid before a specified point in time.
|
Loan servicing and other fees— Loan servicing and other fees consist of:
| •
| Loan servicing income — This represents the contractual fees that Guild earns by servicing loans for various investors. Fees are calculated based on a percentage of the outstanding principal balance and are recognized into revenue as related payments are received.
|
| •Loan servicing income — This represents the contractual fees that we earn by servicing loans for various investors. Fees are calculated based on a percentage of the outstanding principal balance and are recognized into revenue as related payments are received. | Other ancillary fees — We may also collect other ancillary fees from the client, such as late fees and nonsufficient funds fees.
|
| •Other ancillary fees — We may also collect other ancillary fees from the client, such as late fees and nonsufficient funds fees. •Impound interest — We are required to pay interest to our clients annually based on the average escrow account balances that we hold in trust for the payment of their property taxes and insurance. •
| Impound interest — We are required to pay interest to our clients annually based on the average escrow account balances that we hold in trust for the payment of their property taxes and insurance.
|
Valuation adjustment of mortgage servicing rights— We have elected to recognize MSRs at fair value. This requires that we periodically reevaluate the valuation of our MSRs following our initial analysis at the time of sale. A third party conducts a monthly valuation of our MSRs, and we record any changes to the fair value of our MSRs that result from changes in valuation model inputs or assumptions and collections of servicing cash flows in accordance with such third-party analysis. Changes in the fair value of our MSRs result in an adjustment to the value of our MSRs. See “Quantitative and Qualitative Disclosure about Market Risk—Fair Value Risk—MSRs” and “Critical Accounting Policies—Mortgage Servicing Rights” for additional information regarding the valuation of our MSRs.
Interest income — Interest income consists primarily of interest earned on MLHS. Interest income also consists of interest income earnings credits, which represent interest expense reimbursements related to our deposit balance excess earning credits.
Interest expense— Interest expense consists primarily of interest paid on funding and non-funding debt facilities collateralized by our MLHS and MSRs. We define funding debt as all other debt related to operations, such as warehouse lines of credit and our early buyout facility, which we use to repurchase certain delinquent GNMA loans. Non-funding debt includes the note agreements collateralized by our MSRs (our “MSR notes payable”). See “Description of Certain Indebtedness” for further details about our indebtedness. We also record related bank charges and payoff interest expense as interest expense. Payoff interest expense is equal to the difference between what we collect in interest from our clients and what we remit in interest to the investors who purchase the loans that we originate. In most cases,For loans sold through Agency MBS, we are required to remit a full month of interest to those investors, regardless of the date on which the client prepays during the payoff month, resulting in additional interest expense. Other (expense) income, net — Other income, net typically includes dividend and fair value adjustments related to marketable securities that are generally immaterial to our operating results. Our Components of Expenses
Salaries, incentive compensation and benefits — Salaries, incentive compensation and benefits expense includes all payroll, incentive compensation and employee benefits paid to our employees, as well as expenses incurred in connection with our use of employment and temporary help agencies. Our loan officers are paid incentive compensation based on origination volume, resulting in a variable pay structure that fluctuates. General and administrative— General and administrative expense primarily includes costs associated with professional services, attendance at conferences and meetings, office expenses, liability insurance, business licenses and other miscellaneous costs. In addition, within general and administrative expense, we record any adjustments to the fair value of the contingent liabilities related to our completed acquisitions. The purchase and sale agreements with respect to each of the six acquisitions, that we have completed provided for contingent future consideration commonly known as “earn-out payments.” These payments are estimated based
on the present value of future cash flows during the earn-out period. The earn-out periods for our acquisitions span from three to five years, and the earn-out periods for two of our acquisitions are still ongoing.
Occupancy, equipment and communication— Occupancy, equipment and communication includes expenses related to the commercial office spaces we lease, as well as telephone and internet service and miscellaneous leased equipment used for operations. See
“Contractual Obligations” for a summary of future lease obligations.Depreciation and amortization— We depreciate furniture and equipment on a straight-line basis for a period of up to five years and we record amortization expense related to our leasehold improvements on rented space. That amortization expense is recognized over the shorter of the lease term or the useful life of the asset. We also record costs related to the maintenance of software, which consist of both internal and external costs incurred in connection with software development and testing, as well as any costs associated with the implementation of new software. These costs are amortized over a three-year period.
Provision for foreclosure losses — We may incur a loss on government loans related to unreimbursed interest and costs associated with foreclosure. We reserve for government loans based on historical loss experience as well as for loan-specific issues related to foreclosure. Income tax (benefit) expense— We are subject to federal and state income tax. We record this expense based on our statutory federal and state tax rates. These statutory rates are adjusted for permanent book to tax differences.non-deductible differences and reconciliation differences from prior years. We also evaluate material temporary differences to determine whether any additional adjustments to this expense are required.
Key Performance Indicators
Management reviews several key performance indicators to evaluate our business results, measure our performance and identify trends to inform our business decisions. Summary data for these key performance indicators is listed below. Please refer to the “—Components of Results of Operations” for additional metrics that management reviews in conjunction with the condensed consolidated financial statements. | | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
($ and units in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Origination Data | | | | | | | | | | | | | | | | |
$ Total in-house origination(1) | | $ | 10,046,461 | | | $ | 7,126,420 | | | | 24,605,336 | | | $ | 15,669,257 | |
# Total in-house origination | | | 36 | | | | 25 | | | | 88 | | | | 58 | |
$ Retail in-house origination | | | 9,790,466 | | | | 6,884,200 | | | | 23,977,194 | | | | 15,149,274 | |
# Retail in-house origination | | | 35 | | | | 25 | | | | 85 | | | | 56 | |
$ Retail brokered origination(2) | | | 13,865 | | | | 34,934 | | | | 56,288 | | | | 104,897 | |
Total origination | | | 10,060,326 | | | | 7,161,354 | | | | 24,661,624 | | | | 15,774,154 | |
Gain-on-sale margin (bps)(3) | | | 562 | | | | 379 | | | | 528 | | | | 381 | |
30-year conventional conforming par rate(4) | | | 3.0 | % | | | 3.7 | % | | | 3.0 | % | | | 3.7 | % |
| | | | | | | | | | | | | | | | |
Servicing Data | | | | | | | | | | | | | | | | |
UPB (period end)(5) | | $ | 56,428,908 | | | $ | 48,911,308 | | | $ | 56,428,908 | | | $ | 48,911,308 | |
Loans serviced (period end) | | | 260 | | | | 235 | | | | 260 | | | | 235 | |
MSR multiple (period end)(6) | | | 2.4 | | | | 2.6 | | | | 2.4 | | | | 2.6 | |
Weighted average coupon | | | 3.8 | % | | | 4.3 | % | | | 3.8 | % | | | 4.3 | % |
Loan payoff(7) | | $ | 5,376,681 | | | $ | 3,461,040 | | | $ | 13,600,073 | | | $ | 6,188,396 | |
Loan delinquency rate 60-plus days (period end) | | | 3.6 | % | | | 1.3 | % | | | 3.6 | % | | | 1.3 | % |
Loan delinquency rate 60-plus days, excluding loans in forbearance | | | 1.3 | % | | | 1.3 | % | | | 1.3 | % | | | 1.3 | % |
(1)
| Includes retail and correspondent loans and excludes brokered loans.
|
(2)
| Brokered loans are defined as loans we originate in the retail channel that are processed by us, but underwritten and closed by another lender. These loans are typically for products we choose not to offer in house.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | Change | | %
Change |
| ($ and units in thousands) | | 2021 | | 2020 | | |
| Origination Data | | | | | | | | |
$ Total in-house origination(1) | | $ | 9,768,037 | | | $ | 5,744,246 | | | $ | 4,023,791 | | | 70.0 | % |
| # Total in-house origination | | 35 | | | 21 | | | 14 | | | 66.7 | % |
| $ Retail in-house origination | | $ | 9,484,695 | | | $ | 5,546,317 | | | $ | 3,938,378 | | | 71.0 | % |
| # Retail in-house origination | | 33 | | | 20 | | | 13 | | | 65.0 | % |
$ Retail brokered origination(2) | | $ | 13,315 | | | $ | 27,060 | | | $ | (13,745) | | | (50.8) | % |
| Total originations | | $ | 9,781,352 | | | $ | 5,771,306 | | | $ | 4,010,046 | | | 69.5 | % |
Gain on sale margin (bps)(3) | | 457 | | | 418 | | | 39 | | | 9.3 | % |
Gain on sale margin on pull-through adjusted locked volume (bps)(4) | | 480 | | | 299 | | | 181 | | | 60.5 | % |
30-year conventional conforming par rate(5) | | 2.9 | % | | 3.5 | % | | (0.6) | % | | (17.1) | % |
| Servicing Data | | | | | | | | |
UPB (period end)(6) | | $ | 62,891,262 | | | $ | 50,117,988 | | | $ | 12,773,274 | | | 25.5 | % |
| Loans serviced (period end) | | 280 | | | 240 | | | 40 | | | 16.7 | % |
MSR multiple (period end)(7) | | 3.2 | | | 2.1 | | | 1.1 | | | 52.4 | % |
| Weighted average coupon rate | | 3.5 | % | | 4.1 | % | | (0.6) | % | | (14.6) | % |
Loan payoffs(8) | | $ | 5,825,554 | | | $ | 3,097,453 | | | $ | 2,728,101 | | | 88.1 | % |
| Loan delinquency rate 60-plus days (period end) | | 3.1 | % | | 1.4 | % | | 1.7 | % | | 121.4 | % |
(3)
| Represents the components of loan origination fees and gain on sale of loans, net described under “—Our Components of Revenue” divided by total in-house origination to derive basis points. Our gain-on-sale margin based on pull-through adjusted lock volume was 489 basis points and 360 basis points for the three months ended September 30, 2020 and September 30, 2019, respectively, and 436 basis points and 340 basis points for the nine months ended September 30, 2020 and September 30, 2019, respectively. Gain-on-sale margin based on pull-through adjusted lock volume represents the components of loan origination fees and gain on sales of loans, net described under “—Our Components of Revenue” divided by pull-through adjusted lock volume. Pull-through adjusted lock volume is equal to total locked volume multiplied by pull-through rates of 88.14% and 89.65% as of September 30, 2020 and September 30, 2019, respectively. We estimate the pull-through rate based on changes in pricing and actual borrower behavior using a historical analysis of loan closing data and “fallout” data with respect to the number of commitments that have historically remained unexercised. For additional information regarding our total locked volume and pull-through adjusted lock volume, see “—Results of Operations for the Nine Months Ended September 30, 2020 and 2019—Revenue—Loan Origination Fees and Gain on Sale of Loans, Net.”
|
__________________________(4)(1)Includes retail and correspondent loans and excludes brokered loans.
| Represents the 30-year average conventional conforming note rate published monthly according to the MBA Mortgage Monthly Finance Forecast.
|
(5)(2)Brokered loans are defined as loans we originate in the retail channel that are processed by us but underwritten and closed by another lender. These loans are typically for products we choose not to offer in-house.
| Excludes subserviced portfolio of $1.0 billion and $1.4 billion as of September 30, 2020 and September 30, 2019, respectively.
|
(6)
| Represents a metric used to determine the relative value of our MSRs in relation to our annualized retained servicing fee. It is calculated by dividing (a) the fair market value of our MSRs as of a specified date by (b) the weighted average annualized retained servicing fee for our servicing portfolio as of such date. We exclude purchased MSRs from this calculation because our servicing portfolio consists primarily of originated MSRs and, consequently, purchased MSRs do not have a material impact on our weighted average service fee.
|
(7)(3)Represents loan origination fees and gain on sale of loans, net divided by total in-house origination to derive basis points.
| Represents the gross amount of UPB paid off from our servicing portfolio.
|
(4)Represents loan origination fees and gain on sales of loans, net divided by pull-through adjusted locked volume. Pull-through adjusted locked volume is equal to total locked volume multiplied by pull-through rates of 92.2% and 86.9% for the three months ended March 31, 2021 and 2020, respectively. We estimate the pull-through rate based on changes in pricing and actual borrower behavior using a historical analysis of loan closing data and “fallout” data with respect to the number of commitments that have historically remained unexercised. For additional information regarding our total locked volume and pull-through adjusted locked volume for the three months ended March 31, 2021 and 2020, see “—Results of Operations for the Three Months Ended March 31, 2021 and 2020—Revenue—Loan Origination Fees and Gain on Sale of Loans, Net.”
(5)Represents the 30-year average conventional conforming note rate published monthly according to the MBA Mortgage Monthly Finance Forecast.
(6)Excludes subserviced portfolio of $729.7 million and $1.2 billion as of March 31, 2021 and 2020, respectively.
(7)Represents a metric used to determine the relative value of our MSRs in relation to our annualized retained servicing fee. It is calculated by dividing (a) the fair market value of our MSRs as of a specified date by (b) the weighted average annualized retained servicing fee for our servicing portfolio as of such date. We exclude purchased MSRs from this calculation because our servicing portfolio consists primarily of originated MSRs and, consequently, purchased MSRs do not have a material impact on our weighted average service fee.
(8)Represents the gross amount of UPB paid off from our servicing portfolio.
Non-GAAP Financial Measures
To supplement
Guild Mortgage Company’sour financial statements presented in accordance with GAAP and to provide investors with additional information regarding
Guild Mortgage Company’sour GAAP financial results, we have presented
in this Form 10-Q Adjusted Net Income, Adjusted EBITDA and Adjusted Return on Equity, which are non-GAAP financial measures. These non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similarly titled measures presented by other companies.
Adjusted Net Income.We define Adjusted Net Income as earnings before the change in the fair value measurements related to our MSRs, and contingent liabilities related to completed acquisitions due to changes in valuation assumptions.assumptions and stock-based compensation. The fair value of our MSRs is estimated based on a projection of expected future cash flows and the fair value of our contingent liabilities related to completed acquisitions is estimated based on a projection of expected future earn-out payments. Adjusted Net Income is also adjusted by applying an implied tax effect to these adjustments. The Company excludes the change in the fair value of its MSRs due to changes in model inputs and assumptions from Adjusted Net Income and Adjusted EBITDA because the Company believes this non-cash, non-realized adjustment to net revenuetotal revenues is not indicative of the Company’s operating performance or results of operation but rather reflects changes in model inputs and assumptions (e.g., discount rates and prepayment speed, discount rate and cost to service assumptions) that impact the carrying value of the Company’s MSRs from period to period. Adjusted EBITDA.We define Adjusted EBITDA as earnings before interest (without adjustment for net warehouse interest related to loan fundings and payoff interest related to loan prepayments), taxes, depreciation and amortization exclusive of any change in the fair value measurements of the MSRs due to valuation assumptions, and contingent liabilities from business acquisitions.acquisitionsand stock-based compensation. The Company excludes the change in the fair value of its MSRs due to changes in model inputs and assumptions from Adjusted Net Income and Adjusted EBITDA because the Company believes this non-cash, non-realized adjustment to net revenuetotal revenues is not indicative of the Company’s operating performance or results of operation but rather reflects changes in model inputs and assumptions (e.g., discount rates and prepayment speed,discount rateand cost to serviceassumptions) that impact the carrying value of the Company’s MSRs from period to period. Adjusted Return on Equity. We define Adjusted Return on Equity as Adjusted Net Income as a percentage of average beginning and ending stockholder’sstockholders’ equity during the period. For periods of less than one year, Return on Equity and Adjusted Return on Equity isare shown on an annualized basis. We use these non-GAAP financial measures to evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. These non-GAAP financial measures are designed to evaluate operating results exclusive of fair value adjustments that are not indicative of management’s operating performance. Accordingly, we believe that these financial measures provide useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects.
Our non-GAAP financial measures are not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures rather than net income (loss), which is the most directly comparable financial
measure calculated and presented in accordance with GAAP for Adjusted Net Income and Adjusted EBITDA, and returnReturn on equity,Equity, which is the most directly comparable financial measure calculated and presented in accordance with GAAP for Adjusted Return on Equity. These limitations include that these non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles and many of the adjustments to the GAAP financial measures reflect the exclusion of items that are recurring and may be reflected in the Company’s financial results for the foreseeable future. In addition, other companies may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.
The following tables reconcile Adjusted Net Income and Adjusted EBITDA to net income (loss) and Adjusted Return on Equity to returnReturn on equity,Equity, the most directly comparable financial measures calculated and presented in accordance with GAAP.
Reconciliation of Net Income (Loss) to Adjusted Net Income | | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
($ in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Net income (loss) | | $ | 182,086 | | | $ | 8,496 | | | $ | 292,867 | | | $ | (38,502 | ) |
Add adjustments: | | | | | | | | | | | | | | | | |
Change in fair value of MSRs due to model inputs and assumptions | | | 9,466 | | | | 63,061 | | | | 160,546 | | | | 193,795 | |
Change in fair value of contingent liabilities due to acquisitions | | | 7,880 | | | | 4,223 | | | | 27,905 | | | | 7,277 | |
Tax impact of adjustments(1) | | | (4,423 | ) | | | (17,157 | ) | | | (48,055 | ) | | | (51,273 | ) |
Adjusted Net Income | | $ | 195,009 | | | $ | 58,623 | | | $ | 433,263 | | | $ | 111,297 | |
(1)
| Implied tax rate used is 25.5%.
|
Reconciliation of Net Income (Loss) to Adjusted EBITDA | | Three Months ended September 30, | | | Nine Months Ended September 30, | |
($ in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Net income (loss) | | $ | 182,086 | | | $ | 8,496 | | | $ | 292,867 | | | $ | (38,502 | ) |
Add adjustments: | | | | | | | | | | | | | | | | |
Interest expense on non-funding debt | | | 2,061 | | | | 2,194 | | | | 6,352 | | | | 6,797 | |
Income tax expense (benefit) | | | 64,223 | | | | (2,661 | ) | | | 100,688 | | | | (18,050 | ) |
Depreciation and amortization | | | 1,540 | | | | 1,812 | | | | 4,686 | | | | 5,636 | |
Change in fair value of MSRs due to model inputs and assumptions | | | 9,466 | | | | 63,061 | | | | 160,546 | | | | 193,795 | |
Change in fair value of contingent liabilities due to acquisitions | | | 7,880 | | | | 4,223 | | | | 27,905 | | | | 7,277 | |
Adjusted EBITDA | | $ | 267,256 | | | $ | 77,125 | | | $ | 593,044 | | | $ | 156,953 | |
Adjusted Return on Equity Calculation | | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
($ in thousands, except where in percentages) | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Numerator: Adjusted Net Income | | $ | 195,009 | | | $ | 58,623 | | | $ | 433,263 | | | $ | 111,297 | |
Denominator: Average stockholder’s equity | | | 597,855 | | | | 377,705 | | | | 547,465 | | | | 411,447 | |
Adjusted Return on Equity(1) | | | 130.5 | % | | | 62.1 | % | | | 105.5 | % | | | 36.1 | % |
| | | | | | | | | | | | | | | | |
Return on equity(2) | | | 121.8 | % | | | 9.0 | % | | | 71.3 | % | | | (12.5 | )% |
(1)
| For the three months and nine months ended September 30, 2020 and September 30, 2019, Adjusted Return on Equity is shown on an annualized basis.
|
(2)
| For the three months and nine months ended September 30, 2020 and September 30, 2019, Return on Equity is shown on an annualized basis.
|
| | | | | | | | | | | | | | |
| Reconciliation of Net Income (Loss) to Adjusted Net Income | | Three Months Ended March 31, |
| ($ in thousands) | | 2021 | | 2020 |
| Net income (loss) | | $ | 160,604 | | | $ | (12,986) | |
| Add adjustments: | | | | |
| Change in fair value of MSRs due to model inputs and assumptions | | (80,605) | | | 86,139 | |
| Change in fair value of contingent liabilities due to acquisitions | | 6,620 | | | 9,007 | |
| Stock-based compensation | | 1,632 | | | — | |
Tax impact of adjustments(1) | | 18,161 | | | (24,262) | |
| Adjusted Net Income | | $ | 106,412 | | | $ | 57,898 | |
___________________________
(1)Implied tax rate used is 25.1% and 25.5% for the three months ended March 31, 2021 and 2020, respectively.
| | | | | | | | | | | | | | |
| Reconciliation of Net Income (Loss) to Adjusted EBITDA | | Three Months Ended March 31, |
| ($ in thousands) | | 2021 | | 2020 |
| Net income (loss) | | $ | 160,604 | | | $ | (12,986) | |
| Add adjustments: | | | | |
| Interest expense on non-funding debt | | 1,397 | | | 2,162 | |
| Income tax expense (benefit) | | 53,005 | | | (4,181) | |
| Depreciation and amortization | | 1,654 | | | 1,887 | |
| Change in fair value of MSRs due to model inputs and assumptions | | (80,605) | | | 86,139 | |
| Change in fair value of contingent liabilities due to acquisitions | | 6,620 | | | 9,007 | |
| Stock-based compensation | | 1,632 | | | — | |
| Adjusted EBITDA | | $ | 144,307 | | | $ | 82,028 | |
| | | | | | | | | | | | | | |
| Adjusted Return on Equity Calculation | | Three Months Ended March 31, |
| ($ in thousands) | | 2021 | | 2020 |
| Numerator: Adjusted Net Income | | $ | 106,412 | | | $ | 57,898 | |
| Denominator: Average stockholders' equity | | 817,110 | | | 394,539 | |
| Adjusted Return on Equity | | 52.1 | % | | 58.7 | % |
| Return on Equity | | 78.6 | % | | (13.2) | % |
The following table reconciles the valuation adjustment of mortgage servicing rights from the Company’s
consolidated statementsCondensed Consolidated Statements of
incomeIncome (Loss) to the change in fair value of MSRs due to model inputs and assumptions included in the reconciliation tables above.
Reconciliation of valuation adjustment of mortgage servicing rights to change in fair value of MSRs due to model inputs and assumptions | | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
($ in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Valuation adjustment of mortgage servicing rights | | $ | (41,006 | ) | | $ | (90,968 | ) | | $ | (245,816 | ) | | $ | (251,190 | ) |
Subtract adjustment: | | | | | | | | | | | | | | | | |
Change in fair value of MSRs due to collection /realization of cash flows | | | (31,540 | ) | | | (27,907 | ) | | | (85,270 | ) | | | (57,395 | ) |
Change in fair value of MSRs due to model inputs and assumptions | | $ | (9,466 | ) | | $ | (63,061 | ) | | $ | (160,546 | ) | | $ | (193,795 | ) |
| | | | | | | | | | | | | | |
Reconciliation of valuation adjustment of mortgage servicing rights to
change in fair value of MSRs due to model inputs and assumptions | | Three Months Ended March 31, |
| ($ in thousands) | | 2021 | | 2020 |
| Valuation adjustment of mortgage servicing rights | | $ | 35,743 | | | $ | (108,649) | |
| Subtract adjustment: | | | | |
| Change in fair value of MSRs due to collection/realization of cash flows | | (44,862) | | | (22,510) | |
| Change in fair value of MSRs due to model inputs and assumptions | | $ | 80,605 | | | $ | (86,139) | |
Results of Operations for the Three
and Nine Months Ended
September 30,March 31, 2021 and 2020
and 2019Consolidated Statement of Income | | Three Months Ended September 30, | | | Nine Months Ended September 30, | | |
| | Consolidated Statement of Operations | | Consolidated Statement of Operations | | Three Months Ended March 31, | |
($ in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | | ($ in thousands) | | 2021 | | 2020 | | $ Change | | % Change |
Revenue | | | | | | | | | | | | | | | | | Revenue | | | | | | | | |
Loan origination fees and gain on sale of loans, net | | $ | 565,009 | | | $ | 270,093 | | | $ | 1,298,302 | | | $ | 597,596 | | Loan origination fees and gain on sale of loans, net | | $ | 446,589 | | | $ | 239,861 | | | $ | 206,728 | | | 86.2 | % |
Loan servicing and other fees | | | 40,159 | | | | 36,540 | | | | 116,469 | | | | 104,977 | | Loan servicing and other fees | | 45,199 | | | 38,532 | | | 6,667 | | | 17.3 | % |
Valuation adjustment of mortgage servicing rights | | | (41,006 | ) | | | (90,968 | ) | | | (245,816 | ) | | | (251,190 | ) | Valuation adjustment of mortgage servicing rights | | 35,743 | | | (108,649) | | | 144,392 | | | 132.9 | % |
Interest income | | | 14,905 | | | | 18,846 | | | | 41,854 | | | | 44,173 | | Interest income | | 15,098 | | | 13,001 | | | 2,097 | | | 16.1 | % |
Interest expense | | | (15,488 | ) | | | (16,738 | ) | | | (42,929 | ) | | | (39,871 | ) | Interest expense | | (16,511) | | | (12,934) | | | (3,577) | | | 27.7 | % |
Other (expense) income | | | (35 | ) | | | 5 | | | | (39 | ) | | | 1,186 | | |
| Other income, net | | Other income, net | | 69 | | | 389 | | | (320) | | | (82.3) | % |
Net revenue | | | 563,544 | | | | 217,778 | | | | 1,167,841 | | | | 456,871 | | Net revenue | | 526,187 | | | 170,200 | | | 355,987 | | | 209.2 | % |
Expenses | | | | | | | | | | | | | | | | | Expenses | | | | | | | | |
Salaries, incentive compensation and benefits | | | 273,560 | | | | 176,716 | | | | 650,458 | | | | 418,032 | | Salaries, incentive compensation and benefits | | 266,724 | | | 148,013 | | | 118,711 | | | 80.2 | % |
| General and administrative | | General and administrative | | 26,906 | | | 22,225 | | | 4,681 | | | 21.1 | % |
Occupancy, equipment and communication | | | 14,317 | | | | 13,421 | | | | 41,272 | | | | 40,363 | | Occupancy, equipment and communication | | 14,832 | | | 13,318 | | | 1,514 | | | 11.4 | % |
General and administrative | | | 27,271 | | | | 18,497 | | | | 75,463 | | | | 47,121 | | |
| Depreciation and amortization | | Depreciation and amortization | | 1,654 | | | 1,887 | | | (233) | | | (12.3) | % |
Provision for foreclosure losses | | | 547 | | | | 1,497 | | | | 2,407 | | | | 2,271 | | Provision for foreclosure losses | | 2,462 | | | 1,924 | | | 538 | | | 28.0 | % |
Depreciation and amortization | | | 1,540 | | | | 1,812 | | | | 4,686 | | | | 5,636 | | |
Total expense | | | 317,235 | | | | 211,943 | | | | 774,286 | | | | 513,423 | | |
Income (loss) before income tax expense (benefit) | | | 246,309 | | | | 5,835 | | | | 393,555 | | | | (56,552 | ) | |
| Total expenses | | Total expenses | | 312,578 | | | 187,367 | | | 125,211 | | | 66.8 | % |
| Income before income tax expense (benefit) | | Income before income tax expense (benefit) | | 213,609 | | | (17,167) | | | 230,776 | | | NM |
Income tax expense (benefit) | | | 64,223 | | | | (2,661 | ) | | | 100,688 | | | | (18,050 | ) | Income tax expense (benefit) | | 53,005 | | | (4,181) | | | 57,186 | | | NM |
Net income (loss) | | $ | 182,086 | | | $ | 8,496 | | | $ | 292,867 | | | $ | (38,502 | ) | Net income (loss) | | $ | 160,604 | | | $ | (12,986) | | | $ | 173,590 | | | NM |
Net income totaled $182.1 million for the three months ended September 30, 2020 compared to $8.5 million for the three months ended September 30, 2019. This increase was primarily driven by increased revenue from loan origination fees and gain on sale of loans. Average 30-year mortgage rates declined approximately 70 basis points from September 30, 2019 to September 30, 2020, which led to an increase in refinance activity. Refinance activity represented 50% of origination volume in the U.S. mortgage market during the three months ended September 30, 2020 compared to 38% of origination volume during the three months ended September 30, 2019, according to the MBA Mortgage Finance Forecast. As consumer demand for refinancing increased, our gain on sale margins increased. Our origination volume increased by $2.9 billion or 41.0% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019. The increase in loan origination fees and gain on sale of loans, net described above were partially offset by a loss associated with the decrease in the fair value of our MSRs resulting from the valuation model impact of a decrease in projected duration of cash flow collections during the period, as described further below. In a declining mortgage interest rate environment, it is typical for us to experience downward MSR valuation adjustments due to the increased likelihood of prepayments for the loans that still exist in our MSR portfolio. However, when rates decline, originations tend to increase as refinance opportunities increase.
Net income totaled $292.9 million for the nine months ended September 30, 2020 compared to a net loss of $38.5 million for the nine months ended September 30, 2019. This change was primarily driven by increased revenue earned from loan origination fees and gain on sale of loans. Refinance activity represented 55% of origination volume in the U.S. mortgage market during the nine months ended September 30, 2020 compared to 33% of the origination volume during the nine months ended September 30, 2019. Our origination volume increased 57.0% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. Our income from loan servicing and other fees increased by $11.5 million or 10.9% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. These increases in loan origination fees and gain on sale of loans, net and loan servicing and other fees were partially offset by a loss associated with the decrease in the fair value of our MSRs for the reasons described above.
Salaries, incentive compensation and benefits expense increased by $96.8 million or 54.8% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019 and by $232.4 million or 55.6% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. This increase in salaries, incentive compensation and benefits expense primarily resulted from increased variable incentive compensation paid to our origination teams and our hiring of additional employees to support the increases in our origination and servicing volume. General and administrative expense increased by $8.8 million or 47.4% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019 and by $28.3 million or 60.1% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. These increases were primarily due to professional fees paid to third party vendors to support the growth in our origination
volume during the period and additional legal, accounting, and other costs related to becoming a public company. Additionally, we had upward adjustments to the fair value of the contingent liabilities related to our completed acquisitions.
Loan Origination Fees and Gain on Sale of Loans, Net
The table below provides additional detail regarding the loan origination fees and gain on sale of loans, net for the periods
presented.presented: | | | Three Months Ended September 30, | | | Nine Months Ended September 30, | | | Three Months Ended March 31, | |
($ in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | | ($ in thousands) | | 2021 | | 2020 | | $ Change | | % Change |
Gain on sale of loans | | $ | 366,870 | | | $ | 183,383 | | | | 808,976 | | | | 422,459 | | Gain on sale of loans | | $ | 324,375 | | | $ | 159,222 | | | $ | 165,153 | | | 103.7 | % |
| Loan origination fees | | Loan origination fees | | 26,828 | | | 15,599 | | | 11,229 | | | 72.0 | % |
Fair value of originated MSRs | | | 92,012 | | | | 49,488 | | | | 206,783 | | | | 93,931 | | Fair value of originated MSRs | | 99,464 | | | 38,623 | | | 60,841 | | | 157.5 | % |
Fair value adjustment to MLHS and IRLCs | | | 53,551 | | | | 7,389 | | | | 220,751 | | | | 31,926 | | Fair value adjustment to MLHS and IRLCs | | (137,060) | | | 79,611 | | | (216,671) | | | NM |
Changes in fair value of forward commitments | | | 17,581 | | | | 11,983 | | | | (5,928 | ) | | | 6,420 | | Changes in fair value of forward commitments | | 135,330 | | | (51,043) | | | 186,373 | | | NM |
Origination fees | | | 33,951 | | | | 21,000 | | | | 77,729 | | | | 49,665 | | |
Provision for investor reserves | | | 1,044 | | | | (3,150 | ) | | | (10,009 | ) | | | (6,805 | ) | Provision for investor reserves | | (2,348) | | | (2,151) | | | (197) | | | 9.2 | % |
Total loan origination fees and gain on sale of loans, net | | $ | 565,009 | | | $ | 270,093 | | | $ | 1,298,302 | | | $ | 597,596 | | Total loan origination fees and gain on sale of loans, net | | $ | 446,589 | | | $ | 239,861 | | | $ | 206,728 | | | 86.2 | % |
The table below provides additional detail regarding the composition of our origination volume and other key performance indicators for the periods
presented. | | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
($ and units in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Loan origination volume by type: | | | | | | | | | | | | | | | | |
Conventional conforming | | $ | 7,284,857 | | | $ | 4,102,351 | | | $ | 17,038,290 | | | $ | 8,909,261 | |
Government | | | 2,138,115 | | | | 2,301,711 | | | | 5,814,638 | | | | 4,792,004 | |
State housing | | | 580,677 | | | | 461,054 | | | | 1,454,792 | | | | 1,256,784 | |
Non-agency | | | 42,812 | | | | 261,304 | | | | 297,616 | | | | 711,208 | |
Total in-house originations(1) | | $ | 10,046,461 | | | $ | 7,126,420 | | | $ | 24,605,336 | | | $ | 15,669,257 | |
Brokered loans | | $ | 13,865 | | | $ | 34,934 | | | $ | 56,288 | | | $ | 104,897 | |
Total originations | | $ | 10,060,326 | | | $ | 7,161,354 | | | $ | 24,661,624 | | | $ | 15,774,154 | |
In-house loans closed | | | 36 | | | | 25 | | | | 88 | | | | 58 | |
Average loan amount | | | 279 | | | | 274 | | | | 280 | | | | 270 | |
Purchase | | | 50.0 | % | | | 57.0 | % | | | 47.1 | % | | | 68.6 | % |
Refinance | | | 50.0 | % | | | 43.0 | % | | | 52.9 | % | | | 31.4 | % |
Service retained(2) | | | 93.6 | % | | | 73.2 | % | | | 88.5 | % | | | 65.2 | % |
Service released(3) | | | 6.4 | % | | | 26.8 | % | | | 11.5 | % | | | 34.8 | % |
Gain-on-sale margin (bps)(4) | | | 562 | | | | 379 | | | | 528 | | | | 381 | |
Total locked volume(5) | | | 13,103,537 | | | | 8,358,522 | | | | 33,767,604 | | | | 19,630,574 | |
Pull-through adjusted lock volume(6) | | | 11,549,458 | | | | 7,493,415 | | | | 29,762,766 | | | | 17,598,809 | |
| | | | | | | | | | | | | | | | |
Weighted average loan-to-value | | | 79.7 | % | | | 84.4 | % | | | 80.4 | % | | | 84.9 | % |
Weighted average credit score | | | 757 | | | | 750 | | | | 755 | | | | 740 | |
Weighted average note rate | | | 3.1 | % | | | 4.0 | % | | | 3.3 | % | | | 4.3 | % |
| | | | | | | | | | | | | | | | |
Days application to close | | | 52 | | | | 40 | | | | 47 | | | | 40 | |
Days close to purchase by investors | | | 14 | | | | 17 | | | | 15 | | | | 17 | |
| | | | | | | | | | | | | | | | |
Purchase recapture rate | | | 26 | % | | | 26 | % | | | 26 | % | | | 25 | % |
Refinance recapture rate | | | 64 | % | | | 72 | % | | | 66 | % | | | 65 | % |
Overall recapture rate | | | 58 | % | | | 64 | % | | | 60 | % | | | 55 | % |
(1)
| Includes retail and correspondent loans and excludes brokered loans.
|
presented:(2)
| Represents loans sold for which we continue to act as the servicer.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | | | |
| ($ and units in thousands) | | 2021 | | 2020 | | Change | | % Change |
| Loan origination volume by type: | | | | | | | | |
| Conventional conforming | | $ | 6,689,951 | | | $ | 3,519,178 | | | $ | 3,170,773 | | | 90.1 | % |
| Government | | 2,542,427 | | | 1,695,002 | | | 847,425 | | | 50.0 | % |
| State housing | | 315,946 | | | 350,612 | | | (34,666) | | | (9.9) | % |
| Non-agency | | 219,713 | | | 179,454 | | | 40,259 | | | 22.4 | % |
Total in-house originations(1) | | $ | 9,768,037 | | | $ | 5,744,246 | | | $ | 4,023,791 | | | 70.0 | % |
| Brokered loans | | $ | 13,315 | | | $ | 27,060 | | | $ | (13,745) | | | (50.8) | % |
| Total originations | | $ | 9,781,352 | | | $ | 5,771,306 | | | $ | 4,010,046 | | | 69.5 | % |
| In-house loans closed | | 35 | | | 21 | | | 14 | | | 66.7 | % |
| Average loan amount | | $ | 279 | | | $ | 274 | | | $ | 5 | | | 1.8 | % |
| Purchase | | 37.1 | % | | 49.8 | % | | (12.7) | % | | (25.5) | % |
| Refinance | | 62.9 | % | | 50.2 | % | | 12.7 | % | | 25.3 | % |
Service retained(2) | | 94.2 | % | | 72.4 | % | | 21.8 | % | | 30.1 | % |
Service released(3) | | 5.8 | % | | 27.6 | % | | (21.8) | % | | (79.0) | % |
Gain on sale margin (bps)(4) | | 457 | | | 418 | | | 39 | | | 9.3 | % |
Total locked volume(5) | | $ | 10,098,414 | | | $ | 9,226,281 | | | $ | 872,133 | | | 9.5 | % |
Pull-through adjusted locked volume(6) | | $ | 9,311,747 | | | $ | 8,021,328 | | | $ | 1,290,419 | | | 16.1 | % |
Gain on sale margin on pull-through adjusted locked volume (bps)(7) | | 480 | | | 299 | | | 181 | | | 60.5 | % |
| Weighted average loan-to-value | | 77.6 | % | | 82.6 | % | | (5.0) | % | | (6.1) | % |
| Weighted average credit score | | 764 | | | 753 | | | 11 | | | 1.5 | % |
| Weighted average note rate | | 2.8 | % | | 3.7 | % | | (0.9) | % | | (24.3) | % |
| Days application to close | | 60 | | | 42 | | | 18 | | | 42.9 | % |
| Days close to purchase by investors | | 15 | | | 15 | | | — | | | — | % |
| Purchase recapture rate | | 24.5 | % | | 25.2 | % | | (0.7) | % | | (2.8) | % |
| Refinance recapture rate | | 68.7 | % | | 63.3 | % | | 5.4 | % | | 8.5 | % |
(3)
| ___________________________ (1)Includes retail and correspondent loans and excludes brokered loans. (2)Represents loans sold for which we continue to act as the servicer. (3)Represents loans sold for which we do not continue to act as the servicer. (4)Represents loans sold for which we do not continue to act as the servicer. |
(4)
| Represents the components of loan origination fees and gain on sales of loans, net described under “—Our Components of Revenue” divided by total in-house origination to derive basis points. Our gain-on-sale margin based on pull-through adjusted lock volume was 489 basis points and 360 basis points for the three months ended September 30, 2020 and September 30, 2019, respectively, and 436 basis points and 340 basis points for the nine months ended September 30, 2020 and September 30, 2019, respectively. Gain-on-sale margin based on pull-through adjusted lock volume represents the components of loan origination fees and gain on sales of loans, net described under “—Our Components of Revenue” divided by pull-through adjusted lock volume.
|
(5)
| Total locked volume represents the aggregate dollar value of the potential loans for which the Company has agreed to extend credit to consumers at specified rates for a specified period of time, subject to certain contingencies that are described in the interest rate lock commitments between the Company and each of those consumers. The total locked volume for a given period is representative of the interest rate lock commitments that the Company has initially entered into during that period.
|
(6)
| Pull-through adjusted lock volume equal to total locked volume multiplied by pull-through rates of 88.14% and 89.65% as of September 30, 2020 and September 30, 2019, respectively. We estimate the pull-through rate based on changes in pricing and actual borrower behavior using a historical analysis of loan closing data and “fallout” data with respect to the number of commitments that have historically remained unexercised.
|
Gain on sale of loans, increasednet divided by $183.5 million or 100.1%total in-house origination to derive basis points.
(5)Total locked volume represents the aggregate dollar value of the potential loans for which the Company has agreed to extend credit to consumers at specified rates for a specified period of time, subject to certain contingencies that are described in the IRLCs between the Company and each of those consumers. The total locked volume for a given period is representative of the IRLCs that the Company has initially entered into during that period.
(6)Pull-through adjusted locked volume is equal to total locked volume multiplied by pull-through rates of 92.2% and 86.9% for the three months ended September 30,March 31, 2021 and March 31, 2020, comparedrespectively. We estimate the pull-through rate based on changes in pricing and actual borrower behavior using a historical analysis of loan closing data and “fallout” data with respect to the three months ended September 30, 2019 due tonumber of commitments that have historically remained unexercised.
(7)Represents loan origination fees and gain on sales of loans, net divided by pull-through adjusted locked volume.
The increase in gain on sale of loans was primarily driven by a
$3.1$4.2 billion or
45.2%76.3% increase in loan sales for the
same period. Additionally, gain on sale margins
on originated loans increased
18339 basis points or
48.3% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019.Gain on sale of loans increased by $386.5 million or 91.5% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 due to a $9.0 billion or 60.4% increase in loan sales for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. Additionally,9.3% and gain on sale margins on originated loanspull-through adjusted locked volume increased 147181 basis points or 38.6% for60.5%.
The increase in the
same period.The initial fair value recorded for our originated MSRs increased by $42.5 million or 85.9% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019. This increase was primarily caused by an increase in our origination volume, which increased $2.9 billion or 41.0% for the same period, as well as an increase in the percentage of our loans sold for which we continued to act as the servicer (i.e., on a “service retained” basis. During the three months ended September 30, 2020, we retained 93.6%basis).
We experienced adjustments to the recorded fair value of our MLHS and IRLCs, net of any related changes in the recorded fair value of our forward delivery
commitments, resulted in a gain of $71.1 million for the three months ended September 30, 2020 compared to $19.4 million for the three months ended September 30, 2019. This gain partially resulted fromcommitments. Average 30-year mortgage rates increased
origination volume for the same time period as described above. Additionally, total volume of IRLCsby 10 basis points during the three months ended
September 30, 2020 was $13.1 billionMarch 31, 2021, compared to
$8.4 billion fora 20 basis point decrease during the three months ended
September 30, 2019, anMarch 31, 2020. Generally, as interest rates increase,
of $4.7 billion or 56.8%. Lastly, this increase is due in part to the increased gain on sale margins on originated loans of 183 basis points or 48.3% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019.Adjustments to the fair value of our MLHS and IRLCs net of any related changes indecreases and the fair value of our forward delivery commitments resulted in a net gain of $214.8 million for the nine months ended September 30, 2020 compared to a net gain of $38.3 million for the nine months ended September 30, 2019. This gain partially resulted from increased origination volume for the same time period as described above. Additionally, total volume of IRLCs during the nine months ended September 30, 2020 was $33.8 billion compared to $19.6 billion for the nine months ended September 30, 2019, an increase of $14.1 billion or 72.0%. Lastly, this increase is due in part to the increased gain on sale margins on originated loans of 147 basis points or 38.6% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019.
In response to our increased origination volume, our origination fee income increased by $13.0 million or 61.7% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019, and by $28.1 million or 56.5% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019.
increases.
Our provision for investor reserves decreased by $4.2 million or 133.1% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019. We reversed an increase in provision we had recorded earlier in 2020 based on the expectation that the COVID-19 pandemic would lead to an increase in repurchase and indemnity claims. Because an assessment of trending historical and current claims showed that current claim activity in relation to origination volume is in line with prior years, we determined that this increased provision was not needed and accordingly reduced a portion of it in the three months ended September 30, 2020. We continue to monitor investor reserves and potential losses regularly to assess if further changes are needed.
Our provision for investor reserves increased by $3.2 million or 47.1% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. As interest rates declined and prepayment speeds increased over this period, early pay-offs increased by 119.8% which resulted in an increase in early pay-off fees. The remainder of the increase in our provision for investor reserves was due to the increase in origination volume during this period. Although we had increased our provision for investor reserves earlier in the year in anticipation of increased repurchase and indemnity claims due to the COVID-19 pandemic, at September 30, 2020 we determined that this increased provision was not needed based on an assessment of trending historical and current claims.
Loan Servicing and Other Fees
The table below provides additional details regarding our loan servicing and other fees
are described below for the periods presented.
| | | Three Months Ended September 30, | | | Nine Months Ended September 30, | | | Three Months Ended March 31, | |
($ in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | | ($ in thousands) | | 2021 | | 2020 | | $ Change | | % Change |
Servicing fee income | | $ | 38,994 | | | $ | 35,392 | | | $ | 113,172 | | | $ | 101,501 | | Servicing fee income | | $ | 43,856 | | | $ | 37,076 | | | $ | 6,780 | | | 18.3 | % |
Other ancillary fees | | | 1,443 | | | | 1,714 | | | | 4,079 | | | | 4,613 | | Other ancillary fees | | 1,271 | | | 1,653 | | | (382) | | | (23.1) | % |
Loan modification fees | | | 233 | | | | 147 | | | | 594 | | | | 508 | | Loan modification fees | | 435 | | | 199 | | | 236 | | | 118.6 | % |
Interest on impound accounts | | | (511 | ) | | | (713 | ) | | | (1,376 | ) | | | (1,645 | ) | Interest on impound accounts | | (363) | | | (396) | | | 33 | | | (8.3) | % |
Total loan servicing and other fees | | $ | 40,159 | | | $ | 36,540 | | | $ | 116,469 | | | $ | 104,977 | | |
| Total servicing fees | | Total servicing fees | | $ | 45,199 | | | $ | 38,532 | | | $ | 6,667 | | | 17.3 | % |
The table below provides additional details regarding our servicing portfolio composition and key performance indicators for the period presented.
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
($ and units in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Beginning UPB of servicing portfolio(1) | | $ | 52,794,328 | | | $ | 47,399,200 | | | $ | 49,326,579 | | | $ | 45,496,129 | |
Total in-house originations(2) | | | 10,046,461 | | | | 7,126,420 | | | | 24,605,336 | | | | 15,669,257 | |
Less: | | | | | | | | | | | | | | | | |
UPB originations sold service released(3) | | | 633,770 | | | | 1,798,153 | | | | 2,778,814 | | | | 5,036,037 | |
Loan prepayments | | | 5,376,712 | | | | 3,457,665 | | | | 13,600,073 | | | | 6,188,396 | |
Loan principal reductions | | | 390,427 | | | | 335,722 | | | | 1,083,327 | | | | 964,698 | |
Loan foreclosures | | | 10,972 | | | | 22,772 | | | | 40,793 | | | | 64,947 | |
Ending UPB of servicing portfolio | | $ | 56,428,908 | | | $ | 48,911,308 | | | $ | 56,428,908 | | | $ | 48,911,308 | |
Average UPB of servicing portfolio | | $ | 54,611,618 | | | $ | 48,155,254 | | | $ | 52,877,744 | | | $ | 47,203,719 | |
Weighted average servicing fee | | | 0.30 | % | | | 0.30 | % | | | 0.30 | % | | | 0.30 | % |
Weighted average note rate | | | 3.8 | % | | | 4.3 | % | | | 3.8 | % | | | 4.3 | % |
Weighted average prepayment speed(4) | | | 20.2 | % | | | 19.5 | % | | | 20.2 | % | | | 19.5 | % |
Weighted average credit score | | | 685 | | | | 693 | | | | 685 | | | | 693 | |
Weighted average loan age (in months) | | | 25 | | | | 29 | | | | 25 | | | | 29 | |
Weighted average loan-to-value | | | 82.9 | % | | | 84.7 | % | | | 82.9 | % | | | 84.7 | % |
MSR multiple (period end)(5) | | | 2.4 | | | | 2.6 | | | | 2.4 | | | | 2.6 | |
Loans serviced (period end) | | | 260 | | | | 235 | | | | 260 | | | | 235 | |
Loans delinquent 60-plus days (period end) | | | 9.82 | | | | 3.62 | | | | 9.82 | | | | 3.62 | |
Loan delinquency rate 60-plus days (period end) | | | 3.6 | % | | | 1.3 | % | | | 3.6 | % | | | 1.3 | % |
(1)
| We previously purchased two servicing portfolios that totaled $1.0 billion and $1.4 billion as of September 30, 2020 and 2019, respectively, that are currently being subserviced by a third party and are excluded from these numbers.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | | | |
| ($ and units in thousands) | | 2021 | | 2020 | | Change | | %
Change |
Beginning UPB of servicing portfolio(1) | | $ | 59,969,653 | | | $ | 49,326,579 | | | $ | 10,643,074 | | | 21.6 | % |
New UPB origination additions(2) | | 9,768,037 | | | 5,744,246 | | | 4,023,791 | | | 70.0 | % |
| Less: | | | | | | | | |
UPB originations sold service released(3) | | $ | 554,144 | | | $ | 1,486,011 | | | $ | (931,867) | | | (62.7) | % |
| Loan payoffs | | 5,825,554 | | | 3,097,453 | | | 2,728,101 | | | 88.1 | % |
| Loan principal reductions | | 457,735 | | | 347,303 | | | 110,432 | | | 31.8 | % |
| Loan foreclosures | | 8,995 | | | 22,070 | | | (13,075) | | | (59.2) | % |
| Ending UPB of servicing portfolio | | $ | 62,891,262 | | | $ | 50,117,988 | | | $ | 12,773,274 | | | 25.5 | % |
| Average UPB of servicing portfolio | | $ | 61,430,458 | | | $ | 49,722,284 | | | $ | 11,708,174 | | | 23.5 | % |
| Weighted average servicing fee | | 0.30 | % | | 0.30 | % | | — | | | 0.0 | % |
| Weighted average coupon rate | | 3.5 | % | | 4.1 | % | | (0.6) | % | | (14.6) | % |
Weighted average prepayment speed(4) | | 13.7 | % | | 23.8 | % | | (10.1) | % | | (42.4) | % |
| Weighted average credit score | | 682 | | | 683 | | | (1.0) | | | (0.1) | % |
| Weighted average loan age (in months) | | 21.5 | | | 30.0 | | | (8.5) | | | (28.3) | % |
| Weighted average loan-to-value | | 81.1 | % | | 84.4 | % | | (3.3) | % | | (3.9) | % |
MSR multiple (period end)(5) | | 3.2 | | | 2.1 | | | 1.1 | | | 52.4 | % |
| Loans serviced (period end) | | 280 | | | 240 | | | 40.0 | | | 16.7 | % |
| Loans delinquent 60-plus days (period end) | | 8.6 | | | 3.5 | | | 5.1 | | | 145.7 | % |
| Loan delinquency rate 60-plus days (period end) | | 3.1 | % | | 1.4 | % | | 1.7 | % | | 121.4 | % |
(2)
| Includes all in-house loans originated in period, irrespective if they are eventually sold service retained or service released.
|
___________________________(3)(1)Excludes $729.7 million and $1.2 billion at March 31, 2021 and 2020, respectively, that are currently being subserviced by a third party.
| Represents loans sold for which we do not continue to act as the servicer of the loan.
|
(4)(2)Includes all in-house loans originated in the period, irrespective if it is eventually sold service retained or service released.
| Represents the percentage of UPB that will pay off early in each period, calculated as an annual rate.
|
(5)(3)Represents loans sold for which we do not continue to act as the servicer of the loan.
| Represents a metric used to determine the relative value of our MSRs in relation to our annualized retained servicing fee. It is calculated by dividing (a) the fair market value of our MSRs as of a specified date by (b) the weighted average annualized retained servicing fee for our servicing portfolio as of such date. We exclude purchased MSRs from this calculation because our servicing portfolio consists primarily of originated MSRs and, consequently, purchased MSRs do not have a material impact on our weighted average service fee.
|
(4)Represents an estimated percentage of UPB that will pay off ahead of time in each period, calculated as an annual rate. This estimate is calculated by our third-party valuation provider.
(5)Represents a metric used to determine the relative value of our MSRs in relation to our annualized retained servicing fee. It is calculated by dividing (a) the fair market value of our MSRs as of a specified date by (b) the weighted
average annualized retained servicing fee for our servicing portfolio as of such date. We exclude purchased MSRs from this calculation because our servicing portfolio consists primarily of originated MSRs and, consequently, purchased MSRs do not have a material impact on our weighted average service fee.
Total loan servicing and other fees increased
$3.6 million or 9.9% for the three months ended September 30, 2020 compareddue to the
three months ended September 30, 2019increase in our average servicing portfolio, which increased 23.5%. Although the increase in loan servicing and
by $11.5 million or 10.9% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. Although these increases areother fees is directionally consistent with our average servicing portfolio growth
of 13.4% and 12.0% over the same time
periods,period, we are earning slightly lower than normal servicing and ancillary fee income due to the inability to collect late charges and servicing fees for customers who have elected to accept forbearance relief under the CARES Act. Those clients are currently not required to make their mortgage
payments andpayments. In February 2021 the
durationfederal government announced an extension of the
CARES Actloan forbearance
period is uncertain.relief program of three to six months depending on loan type.
Valuation Adjustment of Mortgage Servicing Rights
The
table below
table presents our MSR valuation adjustment for the periods presented.
| | | Three Months Ended September 30, | | | Nine Months Ended September 30, | | | Three Months Ended March 31, | |
($ in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | | ($ in thousands) | | 2021 | | 2020 | | $ Change | | % Change |
MSR valuation adjustment | | | (41,006 | ) | | | (90,968 | ) | | | (245,816 | ) | | | (251,190 | ) | MSR valuation adjustment | | $ | 35,743 | | | $ | (108,649) | | | $ | 144,392 | | | 132.9 | % |
The fair value of our MSRs declined by $41.0 million for the three months ended September 30, 2020 compared to a decline of $91.0 million for the three months ended September 30, 2019. The fair value of our MSRs declined by $245.8 million for the nine months ended September 30, 2020 compared to a decline of $251.2 million for the nine months ended September 30, 2019.
The fair value of our MSRs generally
declinesincreases as interest rates
declineincrease and prepayments
increase.decrease. Average 30-year mortgage rates
declinedincreased by
7010 basis points during
both the three months
and nineended March 31, 2021, compared to a 20 basis point decrease during the three months ended
September 30,March 31, 2020. Additionally, the weighted average
note rateprepayment speed of loans
for which we have an MSR decreased from 4.25% at September 30, 2019 to 3.82% at September 30, 2020, which in
turn leads to a decrease in fair value of the MSRs.Interest Income
Interest income decreased by $3.9 million or 20.9%our servicing portfolio was 13.7% for the three months ended September 30, 2020March 31, 2021 compared to 23.8% for the three months ended September 30, 2019. ThisMarch 31, 2020, as estimated by our third-party valuation provider. A lower prepayment speed indicates that prepayments will decrease in the future, which results in an increase in the valuation adjustment.
Interest Income | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest Income | | Three Months Ended March 31, | | | | |
| ($ in thousands) | | 2021 | | 2020 | | $ Change | | % Change |
| Interest income, funding | | $ | 12,690 | | | $ | 9,919 | | | $ | 2,771 | | | 27.9 | % |
| Interest income earnings credit | | 713 | | | 2,076 | | | (1,363) | | | (65.7) | % |
| Wire transfer fees | | 1,695 | | | 1,006 | | | 689 | | | 68.5 | % |
| Total interest income | | $ | 15,098 | | | $ | 13,001 | | | $ | 2,097 | | | 16.1 | % |
The increase in interest income is primarily
duerelated to
an increase in interest income, funding, which is partially offset by a decrease in interest income earnings
credit of $3.4 million forcredit. This is primarily due to the
same period. Additionally,decrease in the weighted average note rate of originated loans
decreased from
4.0%3.7% for the three months ended
September 30, 2019March 31, 2020 to
3.1%2.8% for the three months ended
September 30, 2020.Interest income decreased by $2.3 million or 5.2% forMarch 31, 2021. Although the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. This is primarily due to a decreaseincrease in interest income, earnings creditsfunding is directionally consistent with our increase in origination volume of $3.2 million. Additionally, the weighted average note rate of originated loans decreased from 4.3% for the nine months ended September 30, 201970.0%, we are earning lower than normal interest income due to 3.3% for the nine months ended September 30, 2020.
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
($ in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Interest income funding | | $ | 12,660 | | | $ | 13,697 | | | $ | 34,708 | | | $ | 32,524 | |
Interest income earnings credit | | | 487 | | | | 3,861 | | | | 2,832 | | | | 6,049 | |
Wire transfer fees | | | 1,758 | | | | 1,288 | | | | 4,314 | | | | 5,600 | |
Total interest income, net | | $ | 14,905 | | | $ | 18,846 | | | $ | 41,854 | | | $ | 44,173 | |
Interest Expense
Interest expense decreased $1.3 million or 7.5%lower interest rates for the three months ended September 30, 2020March 31, 2021 compared to the three months ended September 30, 2019. March 31, 2020, as described above.
Interest Expense | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest Expense | | Three Months Ended March 31, | | | | |
| ($ in thousands) | | 2021 | | 2020 | | $ Change | | % Change |
| Interest expense, funding facilities | | $ | (8,392) | | | $ | (6,998) | | | $ | (1,394) | | | 19.9 | % |
| Interest expense, other financing | | (1,598) | | | (2,352) | | | 754 | | | (32.1) | % |
| Bank servicing charges | | (3,117) | | | (1,664) | | | (1,453) | | | 87.3 | % |
| Payoff interest expense | | (3,374) | | | (1,877) | | | (1,497) | | | 79.8 | % |
| Miscellaneous interest expense | | (30) | | | (43) | | | 13 | | | (30.2) | % |
| Total interest expense | | $ | (16,511) | | | $ | (12,934) | | | $ | (3,577) | | | 27.7 | % |
Payoff interest expense
relatedincreased primarily due to
warehouse linesincreased payoff volume of
credit decreased by $2.7
millionbillion or
26.1%88.1% for the three months ended
September 30, 2020March 31, 2021 compared to the three months ended
September 30, 2019. Our warehouse lines of credit costs are generally aligned with LIBOR and therefore, as these rates decreased by 1.9% from September 30, 2019 to September 30, 2020, our
cost of funds decreased accordingly. This is partially offset by an increase in bank servicing charges of $1.0 million for the three months ended September 30, 2020 compared to the three months ended September 30, 2019 due to increased origination volume for the same time period.
Interest expense increased by $3.1 million or 7.7% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. Payoff interest expense increased by $3.0 million or 75.0% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019, primarily due to increased payoff volume.March 31, 2020. When a client pays off their loan with us, the client pays interest only up until the date of payoff. As a seller-servicer, however, for loans sold through Agency MBS we are required to remit the full month of interest to the investors who purchase the loans we originate, even though the client will not pay a full month of interest for that month. Our loan prepaymentsAdditionally, bank servicing charges, collateral handling fees and interest
expense related to warehouse lines of credit increased
by $7.4 billion or 119.8%due to increased origination volume for the
nine months ended September 30,same time period. Our warehouse lines of credit costs are generally aligned with LIBOR and therefore, as these rates decreased by 0.9% from March 31, 2020
compared to
the nine months ended September 30, 2019. | | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
($ in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Interest expense funding facilities | | $ | (7,784 | ) | | $ | (10,529 | ) | | $ | (22,212 | ) | | $ | (23,846 | ) |
Interest expense, other financing | | | (2,061 | ) | | | (2,194 | ) | | | (6,352 | ) | | | (6,797 | ) |
Bank servicing charges | | | (2,739 | ) | | | (1,763 | ) | | | (6,392 | ) | | | (5,008 | ) |
Payoff interest expense | | | (2,595 | ) | | | (2,147 | ) | | | (7,070 | ) | | | (4,039 | ) |
Misc interest expense | | | (309 | ) | | | (105 | ) | | | (903 | ) | | | (181 | ) |
Total interest expense | | $ | (15,488 | ) | | $ | (16,738 | ) | | $ | (42,929 | ) | | $ | (39,871 | ) |
Other Income
Changes in other income for the three and nine months ended September 30, 2020 compared to the three and nine months ended September 30, 2019 were immaterial to the overall resultsMarch 31, 2021, our cost of operations.
Expense
funds decreased accordingly. | | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
($ in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Salaries, incentive compensation and benefits | | | 273,560 | | | | 176,716 | | | | 650,458 | | | | 418,032 | |
Occupancy, equipment and communication | | | 14,317 | | | | 13,421 | | | | 41,272 | | | | 40,363 | |
General and administrative | | | 27,271 | | | | 18,497 | | | | 75,463 | | | | 47,121 | |
Provision for foreclosure losses | | | 547 | | | | 1,497 | | | | 2,407 | | | | 2,271 | |
Depreciation and amortization | | | 1,540 | | | | 1,812 | | | | 4,686 | | | | 5,636 | |
Total expenses | | | 317,235 | | | | 211,943 | | | | 774,286 | | | | 513,423 | |
Summary of Expenses
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | | | |
| ($ in thousands) | | 2021 | | 2020 | | $ Change | | % Change |
| Salaries, incentive compensation and benefits | | $ | 266,724 | | | $ | 148,013 | | | $ | 118,711 | | | 80.2 | % |
| General and administrative | | 26,906 | | | 22,225 | | | 4,681 | | | 21.1 | % |
| Occupancy, equipment and communication | | 14,832 | | | 13,318 | | | 1,514 | | | 11.4 | % |
| Depreciation and amortization | | 1,654 | | | 1,887 | | | (233) | | | (12.3) | % |
| Provision for foreclosure losses | | 2,462 | | | 1,924 | | | 538 | | | 28.0 | % |
| Total expenses | | $ | 312,578 | | | $ | 187,367 | | | $ | 125,211 | | | 66.8 | % |
Salaries, Incentive Compensation and Benefits
Salaries, incentive
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Salaries, Incentive Compensation and Benefits | | Three Months Ended March 31, | | | | |
| ($ in thousands) | | 2021 | | 2020 | | $ Change | | % Change |
| Incentive compensation | | $ | 150,968 | | | $ | 78,458 | | | $ | 72,510 | | | 92.4 | % |
| Salaries | | 83,710 | | | 53,111 | | | 30,599 | | | 57.6 | % |
| Benefits | | 32,046 | | | 16,444 | | | 15,602 | | | 94.9 | % |
| Total salaries, incentive compensation and benefits expense | | $ | 266,724 | | | $ | 148,013 | | | $ | 118,711 | | | 80.2 | % |
Incentive compensation
and benefits expense increased
by $96.8 million or 54.8% for the three months ended September 30, 2020 compareddue to
the three months ended September 30, 2019, and by $232.4 million or 55.6% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. A breakdown of the components of salaries, incentive compensation and benefits expense is provided below.Salaries, Incentive Compensation and Benefits | | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
($ in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Incentive Compensation | | | 158,089 | | | | 101,301 | | | | 368,799 | | | | 218,185 | |
Salaries | | | 75,778 | | | | 56,824 | | | | 192,846 | | | | 153,821 | |
Benefits | | | 39,693 | | | | 18,591 | | | | 88,813 | | | | 46,026 | |
Total salaries, incentive compensation and benefits expense | | $ | 273,560 | | | $ | 176,716 | | | $ | 650,458 | | | $ | 418,032 | |
Incentive Compensation expense increased by $56.8 million or 56.1% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019. Variable incentive compensation paid to sales teams based on loan closings increased $40.8 million or 43.8% for the same time period, proportionate to thean increase in our origination volume during that period. Similarly,
variable incentive compensation paid to sales managersteams. This compensation is based on branch expense management increased $16.0 million due to loan origination volume increasingwhich increased 70.0% during thisthe period, despite branch fixed costs remaining relatively unchanged.
Incentiveas well as management of operating expenses, which improved and resulted in increased compensation expense increased by $150.6 million or 69.0% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. Variable incentive compensation paid to sales teams based on loan closings increased $117.1 million or 57.2% for the same time period, proportionate to the increase in our origination volume during that period. Similarly, variable incentive compensation paid to sales managers based on branch expense management increased $33.5 million due to loan origination volume increases during this period, despite branch fixed costs remained relatively unchanged.
earned.
Salaries expense increased
by $19.0 million or 33.4% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019, and by $39.0 million or 25.4% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. Salaries expense increasedprimarily because
the Companywe hired additional permanent and temporary employees
throughout 2020 and
we paid increased variable bonus and overtime to support the increase in our origination and servicing volumes during
these periods.the period.
Benefits expense increased by $21.1primarily due to a $6.1 million or 113.5% for the three months ended September 30, 2020 comparedincrease in employment taxes due to the three months ended September 30, 2019, and by $42.8 million or 93.0% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. These increases resulted mostly from increases inincreased personnel expenses. Additionally, the fair value of the deferred compensation plan for certain executive employees of the Company of $11.0 million and $23.9 million, respectively. This deferred compensation plan is tiedincreased $3.5 million. Lastly, there was an increase in expense related to the Company’s net income, which increased $173.6 millionCompany's employee benefit plan matching.
General and Administrative
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| General and Administrative | | Three Months Ended March 31, | | | | |
| ($ in thousands) | | 2021 | | 2020 | | $ Change | | % Change |
| Contingent liability fair value adjustment | | $ | 6,620 | | | $ | 9,007 | | | $ | (2,387) | | | (26.5) | % |
| Professional fees | | 12,762 | | | 5,377 | | | 7,385 | | | 137.3 | % |
| Advertising and promotions | | 4,092 | | | 4,217 | | | (125) | | | (3.0) | % |
| Office supplies, travel and entertainment | | 2,459 | | | 2,507 | | | (48) | | | (1.9) | % |
| Miscellaneous | | 973 | | | 1,117 | | | (144) | | | (12.9) | % |
| Total general and administrative expense | | $ | 26,906 | | | $ | 22,225 | | | $ | 4,681 | | | 21.1 | % |
The decrease to the contingent liability fair value adjustment was due to the completion of the earn-out period for
the three months ended September 30, 2020 comparedtwo of our acquisitions subsequent to the three months ended
September 30, 2019 and increased $331.4 million for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. Additionally, employee profit sharing, a portion of which is tied to the Company’s net income, increased $6.6 million and $8.4 million, respectively. Lastly, employment taxes increased due to increased personnel expenses.General and Administrative
General and administrative expense increased by $8.8 million or 47.4% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019, and increased by $28.3 million or 60.1% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. A breakdown of general and administrative expense is provided below.
March 31, 2020. General and Administrative Expense | | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
($ in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Contingent liability fair value adjustment | | | 6,466 | | | | 4,222 | | | | 26,490 | | | | 7,276 | |
Professional fees | | | 12,386 | | | | 5,566 | | | | 24,578 | | | | 16,007 | |
Advertising | | | 4,420 | | | | 4,960 | | | | 13,259 | | | | 13,465 | |
Office supplies, travel and entertainment | | | 1,956 | | | | 2,552 | | | | 6,444 | | | | 7,690 | |
Miscellaneous | | | 2,043 | | | | 1,197 | | | | 4,692 | | | | 2,683 | |
Total general and administrative expense | | $ | 27,271 | | | $ | 18,497 | | | $ | 75,463 | | | $ | 47,121 | |
Approximately $2.2 million of the $8.8 million increase for the three months ended September 30, 2020 compared to the three months ended September 30, 2019 resulted from an adjustment to the fair value of the contingent liabilities related to our completed acquisitions. This was also the reason for $19.2 million of the $28.3 million increase for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019.
Professional fees increased by $6.8 million or 122.5% for the for the three months ended September 30, 2020 comparedprimarily due to the three months ended September 30, 2019. This increase in professional fees arose primarily from an increase of $3.6$4.7 million in third-party fees paid to third party vendorsand business taxes to support the growth in our origination volume during the period. Additionally, weWe also incurred additional legal, accounting, corporate liability insurance, and other costs related to becoming a public companycompany.
2020 compared to the nine months ended September 30, 2019. These decreases were primarily due to our employees working remotely and the inability to travel as a result of COVID-19-related restrictive measures.
Miscellaneous expense increased by $0.8 million or 70.7% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019 and by $2.0 million or 74.9% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. These increases were due to higher miscellaneous loan level costs arising from our increased origination and servicing volume during the period.
Occupancy, Equipment and Communication
Occupancy, equipment and communication expense remained relatively unchanged for the three and nine months ended September 30, 2020 compared to the three and nine months ended September 30, 2019. A breakdown of the components of occupancy, equipment and communication expense is provided below.
Occupancy, Equipment and Communication Expense | | Three Months Ended September 30, | | | Nine Months Ended September 30, | | |
| | Occupancy, Equipment and Communication | | Occupancy, Equipment and Communication | | Three Months Ended March 31, | |
($ in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | | ($ in thousands) | | 2021 | | 2020 | | $ Change | | % Change |
Occupancy | | | 8,786 | | | | 8,608 | | | | 25,065 | | | | 25,315 | | Occupancy | | $ | 8,349 | | | $ | 8,185 | | | $ | 164 | | | 2.0 | % |
Equipment | | | 1,832 | | | | 1,486 | | | | 5,072 | | | | 4,836 | | Equipment | | 2,215 | | | 1,632 | | | 583 | | | 35.7 | % |
Communication | | | 3,699 | | | | 3,327 | | | | 11,135 | | | | 10,212 | | Communication | | 4,268 | | | 3,501 | | | 767 | | | 21.9 | % |
Total occupancy, equipment and communication expense | | $ | 14,317 | | | $ | 13,421 | | | $ | 41,272 | | | $ | 40,363 | | Total occupancy, equipment and communication expense | | $ | 14,832 | | | $ | 13,318 | | | $ | 1,514 | | | 11.4 | % |
Occupancy costs generally consist of fixed costs and remain consistent except for the typical increase in building rental expense each year, which is usually aligned with inflation, and except for any increases associated with new acquisitions, expansion into new territories and entry into new material building leases.
CommunicationEquipment and communication expense increased
$0.4 million for the three months ended September 30, 2020 compared to the three months ended September 30, 2019, and $0.9 million for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 due to the needs of a remote working environment because of COVID-19-related restrictive measures.
Provision for Foreclosure Losses
Provision for foreclosure losses expense declined by $1.0 million or 63.5% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019. We
Although we have
seenexperienced a decrease in overall foreclosure starts and sales due to the CARES Act’s foreclosure moratorium
butand the federal government’s subsequent extension of its mortgage forbearance programs, we have increased our foreclosure loss reserves
due to increases in
anticipation ofsignificant delinquencies, which are associated with higher costs. Additionally, we anticipate an increase in
foreclosures after that moratorium is lifted.Provision forthe time needed to complete a foreclosure losses expense remained relatively unchanged during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019.
Depreciation and Amortization
Depreciation and amortization expense decreased by $0.3 million for the three months ended September 30, 2020 compared to the three months ended September 30, 2019, and by $1.0 million for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019, primarily due to fewer equipment purchasesexpected delays and leasehold improvements forbacklogs throughout the period.
foreclosure process, which in turn increases our estimated per-loan losses. We continue to monitor foreclosure reserves and potential losses regularly to assess if further changes are needed.
Summary Results by Segment for the Three Months
Ended March 31, 2021 and
Nine Months ended September 30, 2020
and 2019Our operations are comprised of two distinct but related reportable segments that we refer to as our origination and servicing segments. We operate our origination segment from approximately 200 office locations. Our licensed sales professionals and support staff cultivate deep relationships with our referral partners and clients and provide a customized approach to the loan transaction, whether it is a purchase or a refinance. Although our origination and servicing segments are separated for this presentation, management sees the two segments as intricately related and interdependent. We believe that our servicing segment provides a steady stream of revenue to support our origination segment and that, more importantly, our servicing segment positions us to build longstanding client relationships that drive repeat and referral business back to the origination segment to recapture our clients’ future mortgage transactions. In particular, the growth of our servicing segment is dependent on the continued growth of our origination volume because our servicing portfolio consists primarily of originated MSRs.
We measure the performance of our segments primarily based on their net income (loss) and cost to produce.. See below for an overview and discussion of each of our segments’ results for the three months ended March 31, 2021 and nine months ended September 30, 2020 and September 30, 2019.March 31, 2020. These results do not include unallocated corporate costs.
| | | For the Three Months Ended | | | For the Nine Months Ended | | | Three Months Ended March 31, |
($ and units in thousands) | | September 30, 2020 | | | September 30, 2019 | | | September 30, 2020 | | | September 30, 2019 | | ($ and units in thousands) | | 2021 | | 2020 |
Total in-house originations | | $ | 10,046,461 | | | $ | 7,126,420 | | | $ | 24,605,336 | | | $ | 15,669,257 | | Total in-house originations | | $ | 9,768,037 | | | $ | 5,744,246 | |
Total in-house originations | | | 36 | | | | 25 | | | | 88 | | | | 58 | | |
| Funded loans | | Funded loans | | 35 | | | 21 | |
Loan origination fees and gain on sale, net | | $ | 563,162 | | | $ | 269,382 | | | $ | 1,293,621 | | | $ | 594,864 | | Loan origination fees and gain on sale, net | | $ | 444,797 | | | $ | 238,802 | |
Interest income | | | 3,864 | | | | 2,303 | | | | 10,274 | | | | 9,107 | | Interest income | | 2,846 | | | 2,220 | |
Other income | | | 7 | | | | 12 | | | | 32 | | | | 37 | | |
| Other income, net | | Other income, net | | — | | | 5 | |
Net revenue | | $ | 567,033 | | | $ | 271,697 | | | $ | 1,303,927 | | | $ | 604,008 | | Net revenue | | 447,643 | | | 241,027 | |
Salaries, incentive compensation and benefits | | | 244,787 | | | | 166,909 | | | | 594,830 | | | | 397,594 | | Salaries, incentive compensation and benefits | | 250,815 | | | 140,006 | |
Occupancy, equipment and communication | | | 10,721 | | | | 10,988 | | | | 34,876 | | | | 35,033 | | Occupancy, equipment and communication | | 13,173 | | | 11,379 | |
Production technology | | | 4,831 | | | | 4,586 | | | | 14,201 | | | | 13,784 | | Production technology | | 6,299 | | | 4,722 | |
General and administrative | | | 17,601 | | | | 9,941 | | | | 45,378 | | | | 21,021 | | General and administrative | | 16,339 | | | 14,802 | |
Depreciation and amortization | | | 1,165 | | | | 1,588 | | | | 3,766 | | | | 4,923 | | Depreciation and amortization | | 893 | | | 1,285 | |
Total expenses | | | 279,105 | | | | 194,012 | | | | 693,051 | | | | 472,355 | | Total expenses | | 287,519 | | | 172,194 | |
Net income allocated to origination | | $ | 287,928 | | | $ | 77,685 | | | $ | 610,876 | | | $ | 131,653 | | Net income allocated to origination | | $ | 160,124 | | | $ | 68,833 | |
Three and nine months ended September 30, 2020 and 2019
The
increase in the origination
segment’ssegment's net income
increased by $210.2 million or 270.6% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019. This change was primarily driven by increased revenue earned from loan origination fees and gain on sale of loans, net of
$293.8$205.6 million or
109.1%86.3% for the three months ended
September 30, 2020March 31, 2021 compared to
the three months ended September 30, 2019. Refinance activity represented 50% of the origination volumeMarch 31, 2020. The increase in
the U.S. mortgage market during the three months ended September 30, 2020 compared to 38% of the origination volume during the three months ended September 30, 2019. As consumer demand for refinancing increased, our gain on sale
margins increased. Our origination volume increased 41.0%of loans was primarily driven by a $4.2 billion or 76.3% increase in loan sales for the
three months ended September 30, 2020 compared to the three months ended September 30, 2019.period. Additionally, gain on sale margins
on originated loans increased
18339 basis points or
48.3% for the same period.The origination segment’s net income increased by $479.2 million or 364.0% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. This change was primarily driven by increased revenue earned from loan origination fees9.3% and gain on sale of loans, net of $698.8 million or 117.5% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. Refinance activity represented 55% of the origination volume in the U.S. mortgage market during the nine months ended September 30, 2020 compared to 33% of the origination volume in the U.S. mortgage market during the six months ended September 30, 2019. Our total origination volume increased by 57.0% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. Additionally, gain on sale margins on originated loanspull-through adjusted locked volume increased 147180 basis points or 38.6% for the same period.
60.4%.
Salaries, incentive compensation and benefits expense increased
by $77.9 million or 46.7% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019, and increased by $197.2 million or 49.6% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. These increases are due to increased variable incentive compensation paid to our origination teams and our hiring of additional employees
throughout 2020 to support the increase in our origination volume.
Other attributable expenses, other than salaries, incentive compensation and benefits expense, increased by $7.2 million or 26.6% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019.
Servicing
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| ($ and units in thousands) | | 2021 | | 2020 |
| UPB of servicing portfolio (period end) | | $ | 62,891,262 | | | $ | 50,117,988 | |
| Loans serviced (period end) | | 280 | | | 240 | |
| Loan servicing and other fees | | $ | 45,199 | | | $ | 38,532 | |
| Loan origination fees and gain on sale, net | | 1,792 | | | 1,059 | |
| Other income, net | | 22 | | | 1 | |
| Total revenue | | 47,013 | | | 39,592 | |
| Valuation adjustment of MSRs | | 35,743 | | | (108,649) | |
| Interest (expense) income | | (2,861) | | | 37 | |
| Net revenue | | 79,895 | | | (69,020) | |
| Salaries, incentive compensation and benefits | | 7,213 | | | 5,686 | |
| Occupancy, equipment and communication | | 1,108 | | | 803 | |
| General and administrative | | (235) | | | 48 | |
| Servicing technology | | 2,091 | | | 1,708 | |
| Provision for foreclosure losses | | 2,462 | | | 1,924 | |
| Depreciation and amortization | | 190 | | | 156 | |
| Total expenses | | 12,829 | | | 10,325 | |
| Net income (loss) allocated to servicing | | $ | 67,066 | | | $ | (79,345) | |
The
majority of this increase related to a $3.6 million increase in miscellaneous loan level costs and a $2.2 million increase in the
adjustment to the fair value of the contingent liabilities related to our completed acquisitions.Other attributable expenses, other than salaries, incentive compensation and benefits expense, increased by $23.5 million or 31.4% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. The majority of this
increase related to a $19.2 million increase in the adjustment to the fair value of the contingent liabilities related to our completed acquisitions.
Servicing
| | For the Three Months Ended | | | For the Nine Months Ended | |
($ and units in thousands) | | September 30, 2020 | | | September 30, 2019 | | | September 30, 2020 | | | September 30, 2019 | |
UPB of servicing portfolio (period end) | | $ | 56,428,908 | | | $ | 48,911,308 | | | $ | 56,428,908 | | | $ | 48,911,308 | |
Loans serviced (period end) | | | 260 | | | | 235 | | | | 260 | | | | 235 | |
Loan servicing and other fees | | $ | 40,159 | | | $ | 36,540 | | | $ | 116,469 | | | $ | 104,977 | |
Loan origination fees and gain on sale, net | | | 1,847 | | | | 711 | | | | 4,681 | | | | 2,732 | |
Total revenue | | | 42,006 | | | | 37,251 | | | | 121,150 | | | | 107,709 | |
Valuation adjustment to MSRs | | | (41,006 | ) | | | (90,968 | ) | | | (245,816 | ) | | | (251,190 | ) |
Interest (expense) income | | | (2,386 | ) | | | 1,697 | | | | (4,997 | ) | | | 1,690 | |
Net revenue | | | (1,386 | ) | | | (52,020 | ) | | | (129,663 | ) | | | (141,791 | ) |
Salaries, incentive compensation and benefits | | | 5,013 | | | | 3,857 | | | | 14,230 | | | | 11,300 | |
Occupancy, equipment and communication | | | 1,581 | | | | 1,133 | | | | 2,796 | | | | 2,006 | |
General and administrative | | | 1,174 | | | | 700 | | | | 4,694 | | | | 3,192 | |
Technology costs | | | 1,886 | | | | 1,471 | | | | 5,339 | | | | 4,057 | |
Provision for foreclosure losses | | | 547 | | | | 1,497 | | | | 2,407 | | | | 2,271 | |
Depreciation and amortization | | | 115 | | | | 77 | | | | 329 | | | | 231 | |
Total expenses | | | 10,316 | | | | 8,735 | | | | 29,795 | | | | 23,057 | |
Net loss allocated to servicing | | | (11,702 | ) | | | (60,755 | ) | | | (159,458 | ) | | | (164,848 | ) |
Three and nine months ended September 30, 2020 and 2019
Our servicing segment’ssegment's net loss decreased by $49.1 million or 80.7% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019. This reduction in net lossincome was primarily driven by $41.0a $35.7 million in adjustmentsgain to the fair value of our MSRs during the three months ended September 30, 2020March 31, 2021 compared to $91.0a $108.6 million in adjustmentsloss to the fair value of our MSRs during the three months ended September 30, 2019. Average 30-year mortgage rates declined by 70 basis points from September 30, 2019 to September 30,March 31, 2020. Our income from loan servicing and other fees increased by $3.6 million or 9.9% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019. While our average servicing portfolio growth increased 13.4% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019, our 60-plus delinquency rate on our servicing portfolio increased to 3.6% as of September 30, 2020 from 1.3% as of September 30, 2019. This increase in delinquency rate led to reduced servicing income for the three months ended September 30, 2020 compared to the three months ended September 30, 2019 than would have otherwise occurred.
Our loan servicing segment’s net loss decreased by $5.4 million or 3.3% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. We recorded $245.8 million in adjustments to theThe fair value of our MSRs generally increases as interest rates increase and as prepayments decrease. Average 30-year mortgage rates increased by 10 basis points during the ninethree months ended September 30, 2020March 31,
2021 compared to
$251.2a decrease of 20 basis points during the
ninethree months ended
September 30, 2019.March 31, 2020. Although loan servicing and other fees increased,
by $11.5 million or 10.9% for this time period, we are earning slightly lower than normal servicing and ancillary fee income due to the inability to collect late charges and servicing fees for customers who have elected to accept forbearance relief under the CARES Act. The increase in loan servicing and other fees was partially offset by
a decreasean increase in interest
income and expense
of $6.7 million for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. This decrease is primarily due to an increase in payoff interest expense
because of
$3.0 million or 74.4% due to an increase
of $7.4 billion or 119.8% in loan prepayments for this time period.
Additionally, interest income earnings credits decreased $2.9 million for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. Salaries, incentive compensation and benefits increased by $1.2 million or 30.0% for the three months ended September 30, 2020 compared to the three months ended September 30, 2019, and by $2.9 million or 25.9% for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 due to our hiring of additional employees throughout 2020 to support the increase in our servicing volume. We also hired additional employees to support the needs ofvolume and those clients who electedelecting to accept forbearance relief under the CARES Act. General and administrative expenses were negative for the three months ended March 31, 2021 due to actual expenses for recording fees being lower than previously estimated accruals.
Liquidity, Capital Resources and Cash Flows
Historically, our primary sources of liquidity have included included:
•cash flows from our operations, including including:
◦sale of whole loans into the secondary market, market;
◦loan origination fees, fees;
◦servicing fee incomeincome; and
◦interest income on MLHS;
•borrowings on warehouse lines of credit to originate mortgage loans; and
•borrowings on our MSR notes payable. Historically, our primary uses of funds have included included:
•cash flows from our operations, including but not limited to to:
◦origination of MLHS, MLHS;
◦payment of interest expenseexpense; and
◦payment of operating expenses;
•repayments on warehouse lines of credit;
•distributions to shareholders;shareholders prior to our initial public offering; and
•acquisitions of other mortgage businesses. We are also subject to contingencies which may have a significant effect on the use of our cash.
We believe that our cash flows from operations and other available sources of liquidity will be sufficient to fund our operations for the next 12 months.
In order to originate and aggregate loans for sale into the secondary market, we use our own working capital and borrow or obtain money on a short-term basis, primarily through committed and uncommitted loan funding facilities that we have established with large
national and global banks.
Our loan funding facilities are primarily in the form of master repurchase agreements, which we refer to as “warehouse lines of credit.” Loans financed under these facilities are generally financed at approximately 97% to 98% of the principal balance of the loan (although certain types of loans are financed at lower percentages of the principal balance of the loan), which requires us to fund the balance from cash generated from our operations. Once closed, the underlying residential mortgage loan that is held for sale is pledged as collateral for the borrowing or advance that was made under these loan funding facilities. In most cases, the loans will remain in one of the loan funding facilities for only a short time, generally less than one month, until the loans are
sold either through pools, the cash window at the GSEs, or individually.pooled and sold. During the time the loans are held for sale, we earn interest income from the borrower on the underlying mortgage loan. This income is partially offset by the interest and fees we must pay under the loan funding facilities.
When we sell
a pool of loans in the secondary market, the proceeds received from the sale of the loans are used to pay back the amounts we owe on the loan funding facilities. We rely on the cash generated from the sale of loans to fund future loans and repay borrowings under our loan funding facilities. Delays or failures to sell loans in the secondary market could have an adverse effect on our liquidity position.
During the third quarter
As discussed in Note 9, Warehouse Lines of Credit to the condensed consolidated financial statements included elsewhere in this Form 10-Q,Part I, Item 1, as of September 30, 2020,March 31, 2021, we had sevennine different loan funding facilities in different amounts and with various maturities. As of September 30, 2020,March 31, 2021, the aggregate available amount under our loan facilities was approximately $2.9$3.1 billion, with combined outstanding balances of approximately $1.9$2.1 billion. As discussed in Note 10, Notes Payable to the condensed consolidated financial statements included in Part I, Item 1, as of March 31, 2021, we had three different MSR notes payable in different amounts with different maturities. As of March 31, 2021, the aggregate available amount under our MSR notes payable was $440.0 million, with combined outstanding balances of $165.0 million and unutilized capacity of $146.1 million, based on total committed amounts and our borrowing base limitations. The borrowing capacity under our MSR notes payable is restricted by the valuation of our servicing portfolio.
The amount of financing advanced on each individual loan under our loan funding facilities is determined by agreed upon advance rates but may be less than the stated rate due to fluctuations in the market value of the mortgage loans securing the financings. If the lenders providing the funds under our loan funding facilities determine that the value of the loans serving as collateral for our borrowings under those facilities has decreased, they can initiate a margin call to require us to provide additional collateral or reduce the amount outstanding with respect to those loans. Our inability or unwillingness to satisfy such a request could result in the termination of the related facilities and a potential default under our other loan funding facilities. In addition, a large unanticipated margin call could have a material adverse effect on our liquidity.
The amount owed and outstanding under our loan funding facilities fluctuates significantly based on our origination volume, the amount of time it takes us to sell the loans we originate and the amount of loans we are self-funding with cash. We may from time to time post surplus cash as additional collateral to buy-down the effective interest rates of certain loan funding facilities or to self-fund a portion of our loan originations. As of
September 30, 2020,March 31, 2021, we had posted
$156.2$131.1 million in cash as additional collateral. We have the ability to draw back this additional collateral at any time unless a margin call has been made or a default has occurred under the relevant facilities.
As discussed in Note 10, Notes Payable to the condensed consolidated financial statements included elsewhere in this Form 10-Q, as of September 30, 2020, we had three different MSR notes payable in different amounts with different maturities. During the third quarter of 2020, we renewed one of our MSR notes payable and increased the aggregate committed amount under that MSR note payable by $15.0 million. In addition, in September 2020, we drew down $22.0 million under one of our MSR notes payable and paid down $2.0 million under another one of our notes payable. As of September 30, 2020, the aggregate available amount under our MSR notes payable was $415.0 million, with combined outstanding balances of $208.0 million and unutilized capacity of $207.0 million. The borrowing capacity under our MSR notes payable is restricted by the valuation of our servicing portfolio.
We also have an early buyout facility that allows us to purchase certain delinquent GNMA loans that we service and finance them on the facility until the loan is cured or subsequently sold. The capacity of this uncommitted facility is $75.0 million and, at September 30, 2020,March 31, 2021, the outstanding balance on the facility was $28.0$22.4 million.
Our loan funding facilities and MSR notes payable generally require us to comply with certain operating and financial covenants and the availability of funds under these facilities are subject to, among other conditions, our continued compliance with these covenants. These financial covenants include, but are not limited to, maintaining a certain (i) minimum tangible net worth, (ii) minimum liquidity and (iii) a maximum ratio of total liabilities or total debt to tangible net worth and satisfying certain pre-tax net income requirements. A breach of these covenants could result in an event of default under our funding facilities, which would allow the related lenders to pursue certain remedies. In addition, each of these facilities includes cross default or cross acceleration provisions that could result in all of our funding facilities terminating if an event of default or acceleration of maturity occurs under any one of them. We believe we were in compliance with all of these covenants as of
September 30,March 31, 2021 and December 31, 2020.
Our debt obligations are summarized below by facility as of SeptemberMarch 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
Facility
($ in thousands) | | Outstanding
Indebtedness | | Total Facility
Size | | | Maturity
Date |
| Warehouse lines of credit | | $ | 353,809 | | | 800,000 | | | | January 2022 |
| | 169,473 | | | 250,000 | | | | September 2021 |
| | 424,687 | | | 500,000 | | | | February 2022 |
| | 171,491 | | | 200,000 | | (1) | | May 2021 |
| | 223,600 | | | 300,000 | | | | September 2021 |
| | 417,250 | | | 500,000 | | (2) | | July 2021 |
| | 136,116 | | | 200,000 | | (3) | | April 2021 |
| | 154,616 | | | 250,000 | | (4) | | N/A |
| Early buyout facility | | 22,439 | | | 75,000 | | (5) | | March 2024 |
| MSR notes payable | | 100,000 | | | 175,000 | | (6) | | March 2024 |
| | 45,000 | | | 200,000 | | (7) | | June 2022 |
| | 20,000 | | | 65,000 | | | | July 2021 |
___________________________
(1)Subsequent to March 31, 2021, this facility was amended with a maturity date of June 2021.
(2)Amounts drawn on the MSR notes payable with this lender reduce the facility size available under the warehouse line of credit with this lender by an equal and offsetting amount.
(3)Subsequent to March 31, 2021, this facility was amended with a maturity date of June 2021.
(4)This facility's maturity date is 30 2020:Facility ($ in thousands) | | Outstanding Indebtedness | | | Total Facility Size(1) | | | Maturity Date(1) |
Warehouse lines of credit | | | | | | | | | | |
Bank of New York | | $ | 499,216 | | | $ | 800,000 | | | 1/20/2021 |
Bank of America | | $ | 146,259 | | | $ | 250,000 | | | 8/31/2021 |
JPMorgan Chase | | $ | 485,152 | | | $ | 700,000 | | | 2/19/2021 |
Texas Capital Bank | | $ | 150,034 | | | $ | 200,000 | | | 6/2/2021 |
US Bank | | $ | 108,842 | | | $ | 299,000 | | | 9/10/2021 |
TIAA | | $ | 349,308 | | | $ | 500,000 | | | 7/15/2021 |
Western Alliance Bank | | $ | 147,889 | | | $ | 200,000 | | | 4/29/2021 |
| | $ | 1,886,700 | | | $ | 2,949,000 | | | |
Early buyout facility | | | | | | | | | | |
Texas Capital Bank | | $ | 27,996 | | | $ | 75,000 | | | 2/28/2024(2) |
MSR notes payable | | | | | | | | | | |
Bank of New York | | $ | 85,000 | | | $ | 150,000(3) | | | 9/30/2022 |
Texas Capital Bank | | $ | 85,000 | | | $ | 200,000(4) | | | 6/4/2022 |
TIAA | | $ | 38,000 | | | $ | 65,000(5) | | | 7/15/2021 |
(1)days from written notice by either the financial institution or the Company.
| Total facility size and maturity date include contractual changes through the date of this Form 10-Q.
|
(2)(5)Each buyout transaction carries a maximum term of four years from the date of repurchase.
| Each buyout transaction carries a maximum term of four years from the date of repurchase.
|
(3)(6)Facility provides for committed amount of $125.0 million, which can be increased up to $175.0 million.
| Facility provides for committed amount of $100.0 million, which can be increased up to $150.0 million.
|
(4)(7)Facility provides for committed amount of $135.0 million, which can be increased up to $200.0 million.
| Facility provides for committed amount of $135.0 million, which can be increased up to $200.0 million.
|
(5)
| Amounts drawn on the MSR notes payable with this lender reduce the facility size available under the warehouse line of credit with this lender by an equal and offsetting amount.
|
The investors to whom we sell mortgage loans we originate in the secondary market which we originate, require us to abide by certain operating and financial covenants. These covenants include maintaining (i) a certain minimum net worth, (ii) a certain minimum liquidity, (iii) a certain minimum of total liquid assets, (iv) a certain maximum ratio of adjusted net worth to total assets and (v) fidelity bond and mortgage servicing errors and omissions coverage. A breach of these covenants could result in an event of default and could disallow us to continue selling mortgage loans to one or all of these investors in the secondary market which, in turn, could have a significant impact on our liquidity and results of operations. We believe we were in compliance with all of these covenants as of September 30,March 31, 2021 and December 31, 2020.
When we sell loans in the secondary market, we have the option to sell them service released or service retained. The decision whether to sell a loan that we originated service released or service retained is based on factors such as execution and price, liquidity needs and the desire to retain the related client relationship. When we sell a loan service retained, we continue to act as the servicer for the life of the loan. We rely on income from loan servicing and other fees over the life of the loan to generate cash. Certain investors have different rules for the servicer to follow should a loan go into default. As the servicer, we may be legally obligated to make cash payments to the investor who purchased the loan, ifshould the borrower were to discontinue making payments on the loan. This could have a negative impact to our cash and liquidity; however, we may be able to use other borrower prepayments to cover delinquencies. Should delinquencies significantly increase, or prepayments significantly decrease, we could be forced to use our own cash or borrow on other types of financing in order to make the required monthly payments to the investors who have purchased loans from us. We may also be contractually required to repurchase or indemnify loans with origination defects. See “—Contractual Obligations” for further details regarding repurchases and indemnifications.
Our cash flows
for the three and nine months ended September 30, 2020 and 2019 are summarized below.
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
($ in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Net cash used in operating activities | | $ | (133,948 | ) | | $ | (336,973 | ) | | $ | (417,726 | ) | | $ | (638,024 | ) |
Net cash used in investing activities | | $ | (3,339 | ) | | $ | (9,981 | ) | | | (18,988 | ) | | | (12,319 | ) |
Net cash provided by financing activities | | $ | 241,128 | | | $ | 376,302 | | | | 582,282 | | | | 694,004 | |
Increase in cash, cash equivalents and restricted cash | | $ | 103,841 | | | $ | 29,348 | | | $ | 145,568 | | | $ | 43,661 | |
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| ($ in thousands) | | 2021 | | 2020 |
| Net cash provided by (used in) operating activities | | $ | 34,349 | | | $ | (231,206) | |
| Net cash used in investing activities | | (667) | | | (14,393) | |
| Net cash (used in) provided by financing activities | | (53,354) | | | 262,712 | |
| Net (decrease) increase in cash, cash equivalents and restricted cash | | $ | (19,672) | | | $ | 17,113 | |
Our cash flows
used infrom operating activities are primarily influenced by changes in the levels of inventory of loans held for sale, as shown below.
| | | Three Months Ended September 30, | | | Nine Months Ended September 30, | | | Three Months Ended March 31, |
($ in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | | ($ in thousands) | | 2021 | | 2020 |
Loans held for sale | | $ | (247,637 | ) | | $ | (380,395 | ) | | $ | (681,404 | ) | | $ | (738,735 | ) | Loans held for sale | | $ | 22,850 | | | $ | (260,648) | |
Other operating sources | | $ | 113,689 | | | $ | 43,422 | | | | 263,678 | | | | 100,711 | | Other operating sources | | 11,499 | | | 29,442 | |
Net cash used in operating activities | | $ | (133,948 | ) | | $ | (336,973 | ) | | $ | (417,726 | ) | | $ | (638,024 | ) | |
| Net cash provided by (used in) operating activities | | Net cash provided by (used in) operating activities | | $ | 34,349 | | | $ | (231,206) | |
Cash
used in operating activities decreased for the three and nine months ended September 30, 2020 compared to the three and nine months ended September 30, 2019. The decrease in cash used forprovided by loans held for sale
was partially offset by anincreased due to a larger increase
in proceeds on sale and payments from mortgage loans held for sale compared to cash used for origination of mortgage loans held for sale. The decrease in cash provided by other operating sources
which was primarily
driven by net income, mainly loan origination fees and gain on saledue to increases in valuation adjustments of
loans. mortgage servicing rights.
Our investing activities primarily consist of purchases of property and equipment and acquisitions. Cash used in investing activities decreased for the three months ended September 30, 2020 decreasedMarch 31, 2021 compared to the three months ended September 30, 2019,same period in 2020, which was primarily due to decreased acquisition expense. Cashless cash used in investing activities for the nine months ended September 30, 2020 increased compared to the nine months ended September 30, 2019, which was primarily due topurchases of property and equipment and $12.0 million used for certain payments made to Guild Mortgage Company LLC’s former parent entity during the Company’s parent entity.three months ended March 31, 2020, prior to our restructuring and initial public offering.
Financing activities
Our cash flows from financing activities are primarily influenced by changes in the levels of warehouse lines of credit used to fund loan
originations.originations, which were consistent with the increase in loan origination volume. | | | Three Months Ended September 30, | | | Nine Months Ended September 30, | | | Three Months Ended March 31, |
($ in thousands) | | 2020 | | | 2019 | | | 2020 | | | 2019 | | ($ in thousands) | | 2021 | | 2020 |
Warehouse lines of credit | | $ | 224,184 | | | $ | 378,668 | | | $ | 610,288 | | | $ | 716,720 | | Warehouse lines of credit | | $ | (72,103) | | | $ | 304,815 | |
Other financing sources | | $ | 16,944 | | | $ | (2,366 | ) | | | (28,006 | ) | | | (22,716 | ) | Other financing sources | | 18,749 | | | (42,103) | |
Net cash provided by financing activities | | $ | 241,128 | | | $ | 376,302 | | | $ | 582,282 | | | $ | 694,004 | | |
| Net cash (used in) provided by financing activities | | Net cash (used in) provided by financing activities | | $ | (53,354) | | | $ | 262,712 | |
Cash (used in)/
The decrease in cash provided by
warehouse lines of credit was primarily due to higher net repayments on our warehouse lines of credit. Cash from other financing sources
increased for the three months ended
September 30,March 31, 2021 compared to the same period in 2020,
increased from the three months ended September 30, 2019. Thiswhich was primarily driven by net borrowings
on our MSR notes payable of
$20$19.3 million during the three months ended March 31, 2021 compared to net repayments of $30.0 million for the three months ended
September 30, 2020.The Company did not borrow againstMarch 31, 2020 on our MSR notes
payable for the three months ended September 30, 2019. Cash used in other financing sources for the nine months ended September 30, 2020 increased compared to the nine months ended September 30, 2019. This increase in cash flows used in other financing sources was primarily driven by the repurchase of stock of $8.0 million during the nine months ended September 30, 2019. The Company did not repurchase any stock during the nine months ended September 30, 2020.payable.
Except as disclosed in Note 11,13 - Commitments and Contingencies to the consolidated financial statements included elsewhere in Part 1, Item 1 of this Form 10-Q, there have been no materialsignificant changes outside of the ordinary course of business tofrom our 2020 Annual Report on Form 10-K in our contractual obligations and commitments disclosed in the Prospectus.commitments.
Item
ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk.Interest Rate and Prepayment Risk
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
As a
mortgage lender,smaller reporting company, we are
subjectnot required to
risks associated with fluctuations in interest rates that occur due to various economic factors, such as government monetary and housing policy, real estate values, global events such as the recent COVID-19 pandemic and other market dynamics. Changes to interest rates can adversely affect our origination and servicing segments. In a rising interest rate environment, the fair value of our MSRs typically increases as the projected duration of the cash flows earned from the associated income from loan servicing and other fees extends. However, at the same time, our origination volumes may decline in response to a rising interest rate environment, resulting in a decrease to the revenue we earn from loan origination fees and gain on sale of loans, net, due to decreased origination volume and market price compression. Conversely, in a declining interest rate environment, the fair value of our MSRs typically decreases due to the likelihood that the loan will be prepaid earlier than previously expected, resulting in a shorter projected durationprovide information for
those cash flows. However, at the same time, our origination volume typically increases in response to a declining interest rate environment and margins on the revenue we earn from gain on sale of loans widen, resulting in additional profits from our origination segment. We believe that maintaining a balance between the origination and servicing segments allows us to partially mitigate exposure to both increases and decreases in interest rates.We also have exposure to interest rate risk related to the IRLCs we enter into with our clients and the loans that we temporarily hold for sale to secondary market participants. We actively engage in risk management policies to mitigate these risks. We operate under stringent hedging policies designed to mitigate the effects of any fluctuations in interest rates on our financial position related to IRLCs and MLHS. We hedge our IRLCs and MLHS with forward to be announced trades (“TBA trades”).
Credit Risk
We define credit risk as the risk of loss or default by a borrower. Generally, the investors who purchase the loans that we originate assume this risk. However, we do make certain standard representations and warranties related to our underwriting of the borrower’s credit, the underlying collateral and other loan documentation based on our investors’ eligibility criteria, and we are subject to repurchase and indemnification requirements with respect to eligibility violations and early payment defaults.
We estimate liabilities for probable losses related to these repurchase and indemnification obligations. We record a liability based on a loan-level analysis that considers the current collateral value, estimated sale proceeds and selling costs. In addition, we record liabilities related to probable future obligations based on recent and historical repurchase experience, and our success rate in appealing repurchase requests.
item.
Counterparty and Concentration Risk
We are reliant on our warehouse lines of credit and other financing facilities to finance our operations. If these financing arrangements are not renewed, it could have a significant impact on our ability to fund loans for our clients. We seek to manage this exposure by maintaining multiple warehouse lines of credit with reputable financial institutions and by maintaining excess capacity on all of our facilities. Similarly, we mitigate concentration risk with respect to the trading partners with whom we execute TBA trades by maintaining multiple trade lines with various counterparties.
Fair Value Risk
We record the value of our MSRs, IRLCs, MLHS, the contingent liabilities related to our completed acquisitions and our inventory of loans for which we have repurchase rights at fair value. We remeasure the fair value of these assets and liabilities on a monthly or quarterly basis by evaluating certain observable information, which may include current market pricing, recent trade activity and industry data.
MSRs — To determine the fair value of our MSRs when they are created, we use a valuation model that calculates the present value of the future cash flows related to them. Our MSR valuation model incorporates assumptions that market participants would use in estimating future net servicing income, including estimates of contractual service fees, ancillary income and late fees, the cost of servicing, the discount rate, float value, the inflation rate, estimated prepayment speeds and default rates. A third party conducts a monthly valuation of our MSRs, and we record any changes to the fair value of our MSRs that result from changes in valuation model inputs or assumptions and collections of servicing cash flows in accordance with such third-party analysis and GAAP. Changes in economic and other relevant conditions could cause the assumptions used in valuing our MSRs, such as those with respect to prepayment speeds, to be incorrect, and such changes could result in fluctuations in the recorded value of our MSRs.
IRLCs — We determine the fair value of our IRLCs based upon the estimated fair value of the underlying mortgage loan, including the expected net future cash flows related to servicing that mortgage loan, net of estimated incentive compensation, and adjusted for: (i) estimated costs to complete and originate the loan and (ii) an adjustment to reflect the estimated percentage of IRLCs that will result in a closed mortgage loan under the original terms of the agreement (the “pull-through rate”). We estimate the pull-through rate based on changes in pricing and actual borrower behavior using a historical analysis of loan closing data and “fallout” data with respect to the number of commitments that have historically remained unexercised.
MLHS — We determine the fair value of our MLHS based on either: (i) the fair value of securities backed by similar mortgage loans, adjusted for certain other factors, including credit risk and the value attributable to the related servicing rights, (ii) our investors’ current commitments to purchase loans from us or (iii) recent observable market trades for similar loans, adjusted for credit risk and other individual loan characteristics.
Forward delivery commitments — We determine the fair value of our forward delivery commitments is based upon the current agency mortgage-backed security market TBA trade pricing specific to the related loan program, delivery coupon and delivery date of the trade. We also enter into best efforts sales commitments for certain loans at the time the borrower commitment is made. These best efforts sales commitments are valued by comparing the committed price to the counterparty against the current market price of the IRLC or MLHS.
Contingent liability related to acquisitions — Upon completion of an acquisition, we recognize the estimated fair value of any related earn-out payments. We estimate the fair value of contingent liabilities related to completed acquisitions using a discounted cash flow analysis. Our valuation of these liabilities fluctuates in response to changes to the inputs for that analysis, such as market conditions.
GNMA loans subject to repurchase right — Under ASC 860, until the related delinquency conditions are satisfied, our options to repurchase certain delinquent GNMA loans are treated as conditional options, for which we do not record a related asset. After the related delinquency criteria are met, an option is then considered to be unconditional and we record a related asset at a fair value equal to the remaining UPB on the related loan.
Item
ITEM 4.
Controls and Procedures.CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management,
Under the supervision and with the participation
and supervision of our
Chief Executive Officermanagement, including our principal executive officer and
our Chief Financial Officer, have evaluatedprincipal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures
(asas of March 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange
Act of 1934, as amended, or the “Exchange Act”) as of the end ofAct. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this
Report. Based on that evaluation,Quarterly Report, our
Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this Report, our
disclosure controls and procedures were effectiveeffective.
Disclosure controls and procedures are designed to
provide reasonable assuranceensure that information
we are required to
disclosebe disclosed by us in
reports that we file or submit under theour Exchange Act
reports is recorded, processed, summarized, and reported within the time periods specified in
SECthe SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our
Chief Executive Officerprincipal executive officer and
Chief Financial Officer,principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial ReportingDue to a transition period established by SEC rules applicable to newly public companies, our
Our management is not required to evaluate the effectiveness of our internal control over financial reporting until after the filing of our Annual Report on Form 10-K for the year ended December 31, 2021. As a result, this Quarterly Report does not address whether there have been any changes in our internal control over financial reporting.
PART II—II OTHER INFORMATION
Item
ITEM 1.
Legal Proceedings.LEGAL PROCEEDINGS
We are, and from time to time may become, involved in legal and regulatory proceedings or subject to claims arising in the ordinary course of our business. We operate within highly regulated industries on a federal, state and local level and are routinely subject to various examinations and legal and regulatory proceedings in the normal and ordinary course of business. With the exception of the matter disclosed in the section entitled “Business—Legal and Regulatory Proceedings,” in the Prospectus, weWe are not presently a party to any legal or regulatory proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations and financial condition.
Item
ITEM 1A.
Risk Factors.We are exposed to certain risks and uncertainties that couldRISK FACTORS
There have abeen no material adverse effect on our business, financial condition and operating results. In additionchanges to the Risk Factors described in the section entitled “Risk Factors” in the Prospectus, if the CARES Act expires without being renewed, this could negatively affect our cash position, servicing income, and servicing expenses. These risks are not the only risks facing us. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor to assess the effect such risk factors might havedisclosed in our 2020 Annual Report on our business, financial condition and operating results, or the extent to which any such risk factor or combinationForm 10-K.
Table of risk factors may affect our business, financial condition and operating results.ContentsItem 2. Unregistered Sales of Equity Securities and Use of Proceeds.
| (a)
| Unregistered Sales of Equity Securities.In August 2020, in connection with its formation and prior to the occurrence of the other reorganization transactions, the Company sold 100 shares of common stock to Guild Investors, LLC for aggregate consideration of $1. The shares were issued in reliance on the exemption contained in Section 4(a)(2) of the Securities Act on the basis that the transaction did not involve a public offering. No underwriters were involved in the transaction.
|
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
ItemITEM 6.
Exhibits.EXHIBITS
EXHIBIT INDEX
TO EXHIBITSQUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED SEPTEMBER 30, 2020
# This certification is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this
reportQuarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | Guild Holdings Company
| | | | | | |
| | | GUILD HOLDINGS COMPANY |
Date: December 3, 2020
| | By:
|
| Dated: May 11, 2021 | By: | /s/ Mary Ann McGarry |
| Name: | | Mary Ann McGarry |
| Title: | | Chief Executive Officer |
| | | |
Date: December 3, 2020
Dated: May 11, 2021 | By: | By:
| /s/ Desiree A. Elwell |
| Name: | | Desiree A. Elwell |
| Title: | | Chief Financial Officer |
| | |
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