NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
1. Summary of Significant Accounting Policies
|
Nature of Operations
PHH Corporation and subsidiaries (collectively, “PHH” or the “Company”) operates in
two
business segments: Mortgage Servicing, which acts as a subservicer for clients that own the underlying mortgage servicing rights and performs servicing activities for owned mortgage servicing rights, and Mortgage Production, which provides portfolio origination retention services to subservicing clients and sells the related mortgage loans in the secondary market.
During the three months ended March 31, 2018, the Company completed substantially all of the run-off activities of the Private Label Services ("PLS") business and Real Estate channel, and the Company determined the disposal of these operations by other than sale met the criteria for presentation and disclosure as discontinued operations. Accordingly, the results of the PLS business and Real Estate channel have been presented as discontinued operations in the
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
, and are excluded from continuing operations and segment results for all periods presented. The assets and liabilities related to discontinued operations have been segregated in the
Condensed Consolidated Balance Sheets
. The cash flows related to these operations have not been segregated and are included in the
Condensed Consolidated Statements of Cash Flows
for all periods presented. Amounts related to discontinued operations are excluded from the Notes to
Condensed Consolidated Financial Statements
unless otherwise noted. Refer to
Note 8, 'Discontinued Operations'
for additional information.
The Mortgage Servicing segment has exposure to concentration risk and client retention risk with respect to its subservicing agreements. As of
June 30, 2018
,
62%
and
12%
of the subservicing portfolio (by units) related to significant client relationships with New Residential Mortgage, LLC ("New Residential") and Pingora Loan Servicing, LLC, respectively. A substantial portion of the Company's subservicing agreements allow the owners of the servicing to terminate the subservicing agreement without cause with respect to some or all of the subserviced loans and, in some cases, without payment of any termination fee. Specifically, New Residential has the right to transfer, without cause but upon payment of the applicable deboarding fee,
25%
of their subserviced units between June 2018 and June 2019 and an additional
25%
of the subserviced units beginning in June 2019.
During the first half of 2018, the Company was notified by certain subservicing clients that they expect to transfer approximately
140,000
subservicing units, or
22%
of our unit count at December 31, 2017, off of our platform in multiple transfers beginning in May 2018. Approximately
65,000
of these units are subject to a portfolio defense agreement and will no longer be solicitable units upon transfer to a new servicer. During the
three months ended June 30, 2018
, the Company completed the transfer of approximately
45,000
of these units, substantially all of which were subject to a portfolio defense agreement, and the remaining units are expected to be transferred off of our platform during the second half of 2018.
The originations of the Mortgage Production segment are sourced solely through portfolio retention services, which is limited to a small group of key clients primarily associated with the significant subservicing client relationships described above. The portfolio defense agreements cease upon the termination of the related client subservicing relationship, or as units transfer out of our subservicing portfolio to a new servicer.
Proposed Merger with Ocwen Financial Corporation
On February 27, 2018, the Company entered into a definitive Agreement and Plan of Merger with Ocwen Financial Corporation (“Ocwen”), and POMS Corp (“MergerSub”) pursuant to which all of PHH’s outstanding common stock will be acquired by Ocwen in a merger of MergerSub with and into PHH with PHH surviving (the “Merger”) in an all cash transaction valued at approximately
$360 million
. On June 11, 2018, the Company's stockholders approved the Merger. The Merger remains subject to, in addition to various other customary closing conditions, state licensing, and other governmental and regulatory approvals and PHH maintaining cash and adjusted net worth above certain thresholds.
Basis of Consolidation
The
Condensed Consolidated Financial Statements
include the accounts and transactions of PHH and its subsidiaries, as well as entities in which the Company directly or indirectly has a controlling interest and variable interest entities of which the Company is the primary beneficiary. PHH Home Loans, LLC (“PHH Home Loans”) and its subsidiaries are consolidated within the
Condensed Consolidated Financial Statements
for all periods presented. During the year ended
December 31, 2017
, Realogy Services Venture Partner LLC's, a subsidiary of Realogy Holdings Corp. ("Realogy"), ownership interest was presented as a noncontrolling interest. On March 19, 2018, the Company acquired Realogy’s
49.9%
ownership interests, and PHH Home Loans became a wholly-owned subsidiary of PHH. As of
June 30, 2018
, the Company's only variable interest entity relates to the Servicing Advance Receivables Trust. Refer to
Note 12, 'Variable Interest Entities'
for additional information.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Intercompany balances and transactions have been eliminated from the
Condensed Consolidated Financial Statements
.
During the third quarter of 2017, the Company identified an error in the balance sheet presentation and measurement of Redeemable noncontrolling interests. Realogy’s ownership interests in PHH Home Loans have previously been reported as a Noncontrolling interest and presented as a component of Total equity; however, the Company has determined the balance should have been presented as a Redeemable noncontrolling interest within Mezzanine equity for periods between February 1, 2015 and September 30, 2017. This presentation reflects Realogy’s right, beginning on February 1, 2015, to require that the Company purchase all of Realogy’s interest in PHH Home Loans upon
two
years notice at fair value, as outlined in the PHH Home Loans Operating Agreement. In addition, since the redemption value of the Redeemable noncontrolling interest exceeded the historical carrying amount, the correction also includes an adjustment to Additional paid-in capital to re-measure the Redeemable noncontrolling interest at its redemption value.
The Company has evaluated the materiality of this error on its prior period financial statements from a quantitative and qualitative perspective. Management has concluded that the error was not material to any prior annual or interim period or the trend of financial results; therefore, amendments to previously filed reports are not required. The Company has corrected the error for certain prior periods presented by revising the
Condensed Consolidated Financial Statements
appearing herein. The impact of this revision to the
Condensed Consolidated Statements of Changes in Equity
was a reduction to Total equity of
$32 million
as of
June 30, 2017
, with an offsetting increase to amounts presented as a Redeemable noncontrolling interest within Mezzanine equity. The reduction to Total equity included a decrease to amounts previously reported as Additional paid-in capital of
$9 million
as of
June 30, 2017
. There was no effect to reported totals for assets, liabilities, cash flows or net loss.
Unaudited Interim Financial Information
The
Condensed Consolidated Financial Statements
have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In management’s opinion, the unaudited
Condensed Consolidated Financial Statements
contain all adjustments, which include normal and recurring adjustments, necessary for a fair presentation of the financial position and results of operations for the interim periods presented. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These unaudited
Condensed Consolidated Financial Statements
should be read in conjunction with the Consolidated Financial Statements included in the Company’s
2017
Form 10-K.
Unless otherwise noted and except for share and per share data, dollar amounts presented within these Notes to
Condensed Consolidated Financial Statements
are in millions.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions include, but are not limited to, those related to the valuation of mortgage servicing rights and the related
secured liability
, mortgage loans held for sale and other financial instruments, the estimation of liabilities for commitments and contingencies, mortgage loan repurchases and indemnifications and the determination of certain income tax assets and liabilities and associated valuation allowances. Actual results could differ from those estimates.
Accounting Pronouncements Adopted During the Period
ASU 2014-09, "Revenue from Contracts with Customers."
On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers and all of the related amendments (the “new revenue standard”) using a modified retrospective approach applied to contracts which were not completed as of the adoption date. The core principle of the new revenue standard requires a Company to recognize revenue when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
A majority of the Company's revenues are not subject to the new revenue standard. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings, and the transition adjustment was not significant. Beginning on January 1, 2018, the results for reporting periods are presented under ASC 606 for
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
contracts subject to the new revenue standard, while prior period amounts have not been adjusted and continue to be reported in accordance with accounting standards in effect during those periods. Refer to
Note 3, 'Revenues'
for additional information.
ASU 2016-18, "Restricted Cash."
On January 1, 2018, the Company adopted ASU 2016-18 which requires amounts generally described as restricted cash to be included in the beginning and end-of-period total amounts shown in the Company’s Condensed Consolidated Statement of Cash Flows. The Company adopted ASU 2016-18 on a retrospective basis. As a result, the change in restricted cash is no longer presented as a separate line item within cash flows from investing activities since such balances have been included with total cash and cash equivalents when reconciling the beginning and end-of-period amounts in the Company’s
Condensed Consolidated Statements of Cash Flows
.
The following table provides a reconciliation of the Company's cash, cash equivalents, and restricted cash as presented in the
Condensed Consolidated Statements of Cash Flows
:
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
2018
|
|
2017
|
|
(In millions)
|
Cash and cash equivalents
|
$
|
453
|
|
|
$
|
940
|
|
Restricted cash
(1)
|
41
|
|
|
60
|
|
Assets related to discontinued operations
|
1
|
|
|
76
|
|
Total Cash, cash equivalents and restricted cash
|
$
|
495
|
|
|
$
|
1,076
|
|
———————
|
|
(1)
|
Represents amounts specifically designated to repay debt, provide additional collateral to support certain obligations with Fannie Mae, to provide over-collateralization within warehouse facilities and the servicing advance facility and to support letters of credit.
|
Other Adoptions.
The Company also adopted the following accounting standards during 2018 with an effective date of January 1, 2018, none of which had a significant impact to the Company's financial statements or disclosures:
|
|
|
Accounting Standard Update
|
ASU 2017-09
|
Stock Compensation: Scope of Modification Accounting
|
ASU 2017-07
|
Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
|
ASU 2017-05
|
Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets
|
ASU 2017-01
|
Business Combinations: Clarifying the Definition of a Business
|
ASU 2016-15
|
Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments
|
ASU 2016-01
|
Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities
|
Recently Issued Accounting Pronouncements Not Yet Adopted
There have been no significant developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s consolidated financial statements and disclosures, from those included in the Company’s
2017
Form 10-K except for the following:
Leases.
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” This update revises an entity’s accounting for operating leases by a lessee, among other changes, and requires a lessee to recognize a liability to make lease payments and an asset representing its right to use the underlying asset for the lease term in the statement of financial position. Additionally, this update requires both qualitative and specific quantitative disclosures. In July 2018, the FASB subsequently amended this guidance by issuing ASU 2018-10, "Codification Improvements to Topic 842, Leases" and ASU 2018-11, "Leases (Topic 842): Targeted Improvements" which provides clarification and further guidance on areas identified as potential implementation issues, as well as provides an additional transition method to allow entities to initially apply the new leasing guidance at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.
These updates are effective for the first interim and annual periods beginning after December 15, 2018, with early adoption permitted. At adoption, the Company expects to apply the new transition method provided in ASU 2018-11. While the Company is continuing to evaluate the effects that this guidance will have on its financial statements, it will result in the recognition of certain operating leases as right-of-use assets and lease liabilities in the Condensed Consolidated Balance Sheets.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Basic earnings or loss per share attributable to PHH Corporation was computed by dividing Net income or loss attributable to PHH Corporation by the weighted-average number of shares outstanding during the period. Diluted earnings or loss per share attributable to PHH Corporation was computed by dividing Net income or loss attributable to PHH Corporation by the weighted-average number of shares outstanding during the period, assuming all potentially dilutive common shares were issued.
The weighted-average computation of the dilutive effect of potentially issuable shares of Common stock under the treasury stock method excludes the effect of any contingently issuable securities where the contingency has not been met and excludes the effect of securities that would be anti-dilutive. Anti-dilutive securities includes outstanding stock-based compensation awards representing shares from restricted stock units and stock options.
The following table summarizes the calculations of basic and diluted earnings or loss per share attributable to PHH Corporation and anti-dilutive securities excluded from the computation of diluted shares for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
(In millions, except share and per share data)
|
Loss from continuing operations, net of tax
|
$
|
(37
|
)
|
|
$
|
(42
|
)
|
|
$
|
(63
|
)
|
|
$
|
(95
|
)
|
Income (loss) from discontinued operations attributable to PHH Corporation, net of tax
|
2
|
|
|
(4
|
)
|
|
(2
|
)
|
|
(18
|
)
|
Net loss attributable to PHH Corporation
|
$
|
(35
|
)
|
|
$
|
(46
|
)
|
|
$
|
(65
|
)
|
|
$
|
(113
|
)
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding—basic & diluted
(1) (2)
|
32,668,668
|
|
|
53,342,256
|
|
|
32,657,107
|
|
|
53,511,445
|
|
|
|
|
|
|
|
|
|
Basic and Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
From continuing operations
|
$
|
(1.11
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(1.92
|
)
|
|
$
|
(1.77
|
)
|
From discontinued operations
|
0.04
|
|
|
(0.08
|
)
|
|
(0.08
|
)
|
|
(0.34
|
)
|
Total attributable to PHH Corporation
|
$
|
(1.07
|
)
|
|
$
|
(0.86
|
)
|
|
$
|
(2.00
|
)
|
|
$
|
(2.11
|
)
|
|
|
|
|
|
|
|
|
Anti-dilutive securities excluded from the computation of diluted shares:
|
|
|
|
|
|
|
|
Outstanding stock-based compensation awards
(3)
|
224,448
|
|
|
1,098,464
|
|
|
224,448
|
|
|
1,098,464
|
|
———————
|
|
(1)
|
For the
three and six
months ended
June 30, 2017
, includes the reduction of
1,760,964
shares repurchased pursuant to an open market repurchase program during May 2017 and June 2017.
|
|
|
(2)
|
For the
three months ended June 30, 2018
, the Company had a net loss from continuing operations and, as a result, there were no potentially dilutive securities included in the denominator for computing dilutive earnings per share.
|
|
|
(3)
|
For the
three and six
months ended
June 30, 2018
, excludes
62,201
shares that are contingently issuable for which the contingency has not been met.
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following tables summarizes total net revenues disaggregated by source:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2018
|
|
Mortgage Servicing Segment
|
|
Mortgage Production Segment
|
|
|
|
|
|
Subservicing
|
|
Owned Servicing
|
|
Portfolio Retention
|
|
Total Continuing Operations
|
|
Discontinued Operations
|
|
(In millions)
|
Loan servicing income
|
$
|
26
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
Changes in fair value of MSRs and secured liability
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
Origination and other loan fees
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
Gain on loans held for sale, net
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
1
|
|
Net interest expense
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
Other income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Total net revenues
(1)
|
$
|
26
|
|
|
$
|
3
|
|
|
$
|
6
|
|
|
$
|
35
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2018
|
|
Mortgage Servicing Segment
|
|
Mortgage Production Segment
|
|
|
|
|
|
Subservicing
|
|
Owned Servicing
|
|
Portfolio Retention
|
|
Total Continuing Operations
|
|
Discontinued Operations
|
|
(In millions)
|
Loan servicing income
|
$
|
50
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
88
|
|
|
$
|
—
|
|
Changes in fair value of MSRs and secured liability
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
Origination and other loan fees
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
3
|
|
Gain on loans held for sale, net
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|
2
|
|
Net interest expense
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
Other income
(2)
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|
4
|
|
Total net revenues
(1)
|
$
|
50
|
|
|
$
|
23
|
|
|
$
|
12
|
|
|
$
|
85
|
|
|
$
|
9
|
|
———————
|
|
(1)
|
During the
three and six
months ended
June 30, 2018
discontinued operations includes
$1 million
and
$5 million
, respectively, of revenue that was accounted for under ASC 606 as discussed below. During both the
three and six
months ended
June 30, 2018
, Subservicing includes
$2 million
of revenue that was accounted for under ASC 606, which primarily related to certain ancillary fees associated with subservicing contracts that are recognized over the term of the contract.
|
|
|
(2)
|
During the
six months ended June 30, 2018
, Other income within the Mortgage Servicing segment includes a
$15 million
gain related to a settlement with an insurance carrier for certain claims related to the Company's previously disclosed legal and regulatory settlements. Refer to
Note 11, 'Commitments and Contingencies'
for additional information.
|
Refer to the Company’s
2017
Form 10-K for a description of the accounting policies for significant revenue streams that are not subject to the new revenue standard, including those associated with origination and servicing activities that have been accounted for under ASC 860, "Transfers and Servicing of Financial Assets" and ASC 825, "Financial Instruments."
Revenue from Contracts with Customers Subject to ASC 606
Revenues are recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less and contracts for which it recognizes revenue at the amount to which it has the right to invoice for services performed. There were no significant differences between the amounts of revenue recognized under ASC 606 compared to the amount that would have resulted from the application of previous standards.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following descriptions represent the Company's accounting policies for significant revenue streams subject to the new revenue standard, all of which relate to discontinued operations:
|
|
•
|
Origination and other loan fees.
The Company provided origination and fulfillment services to PLS clients under Origination Assistance Agreements ("OAA") through March 31, 2018, and the origination assistance fees associated with fee-based closings under these agreements are subject to the new revenue standard. The services performed under the OAA represent a stand-ready obligation, and the Company has applied the practical expedient to recognize revenue in the amount it has the right to invoice, which occurs at the time the loan is originated and funded. The right to invoice practical expedient is consistent with the historical accounting treatment of origination assistance fees in prior periods. During the six months ended
June 30, 2018
, within revenues from discontinued operations, Origination and other loans fees includes
$2 million
of origination assistance fees that were accounted for under ASC 606.
|
|
|
•
|
Other income.
In connection with the exit of the PLS business, the Company is contractually required to provide certain transition support services to its clients, which includes the return of records and loan document images. The Company is entitled to certain transition support fees associated with these services, and the fees are recognized upon the transfer of control of the records and loan document images to the customer. During the
three and six
months ended
June 30, 2018
, within revenues from discontinued operations, Other income includes
$1 million
and
$3 million
, respectively, of transition support fees that were accounted for under ASC 606.
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Total Servicing Portfolio
The following table summarizes the total servicing portfolio, which consists of loans associated with capitalized MSRs owned and secured, loans held for sale, and the portfolio associated with loans subserviced for others:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2018
|
|
December 31,
2017
|
|
Fair Value
|
|
UPB
|
|
Fair Value
|
|
UPB
|
|
(In millions)
|
Capitalized MSRs owned
|
$
|
46
|
|
|
$
|
7,121
|
|
|
$
|
57
|
|
|
$
|
8,592
|
|
Capitalized MSRs under secured borrowing arrangements and subserviced
|
437
|
|
|
45,770
|
|
|
419
|
|
|
49,193
|
|
Total capitalized MSRs
|
$
|
483
|
|
|
$
|
52,891
|
|
|
$
|
476
|
|
|
$
|
57,785
|
|
Subserviced
|
|
|
75,810
|
|
|
|
|
89,844
|
|
Other servicing
|
|
|
323
|
|
|
|
|
526
|
|
Total
|
|
|
$
|
129,024
|
|
|
|
|
$
|
148,155
|
|
Loan Servicing Income, Net
The following table summarizes the components of Loan servicing income, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
(In millions)
|
Servicing fees from capitalized portfolio
|
$
|
6
|
|
|
$
|
48
|
|
|
$
|
12
|
|
|
$
|
102
|
|
Subservicing fees
|
16
|
|
|
10
|
|
|
33
|
|
|
21
|
|
MSR yield on secured asset
(1)
|
13
|
|
|
1
|
|
|
27
|
|
|
1
|
|
Late fees and other ancillary revenue
|
10
|
|
|
6
|
|
|
18
|
|
|
15
|
|
Loss on sale of MSRs and related costs
|
(1
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
(13
|
)
|
Curtailment interest paid to investors
|
—
|
|
|
(3
|
)
|
|
(1
|
)
|
|
(6
|
)
|
Loan servicing income
|
44
|
|
|
58
|
|
|
88
|
|
|
120
|
|
Change in fair value of MSRs, net of related derivatives
(2)
|
(10
|
)
|
|
(29
|
)
|
|
13
|
|
|
(58
|
)
|
Change in fair value of MSRs secured liability
|
6
|
|
|
(1
|
)
|
|
(18
|
)
|
|
(1
|
)
|
Loan servicing income, net
|
$
|
40
|
|
|
$
|
28
|
|
|
$
|
83
|
|
|
$
|
61
|
|
____________________
|
|
(1)
|
Amounts are related to the secured borrowing treatment of the MSR sales to New Residential. The income from the MSR yield on secured asset is fully offset by the implied interest cost recognized on the MSRs secured liability within Net interest expense. Refer to
Note 9, 'Debt and Borrowing Arrangements'
for additional information on the components of Net interest expense.
|
|
|
(2)
|
There was no MSR derivative activity during the
three and six months ended
June 30, 2018
. MSR derivative gains during the
three and six months ended
June 30, 2017
were not significant.
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Mortgage Servicing Rights
The activity in the total loan servicing portfolio unpaid principal balance associated with capitalized mortgage servicing rights consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
MSRs Owned
|
|
MSRs Secured Asset
|
|
(In millions)
|
Balance, beginning of period
|
$
|
8,592
|
|
|
$
|
84,657
|
|
|
$
|
49,193
|
|
|
$
|
—
|
|
Additions from loans sold with servicing retained
|
871
|
|
|
1,605
|
|
|
—
|
|
|
—
|
|
Payoffs and curtailments
|
(744
|
)
|
|
(6,649
|
)
|
|
(4,027
|
)
|
|
(80
|
)
|
Sales that have been derecognized
|
(994
|
)
|
|
(12,516
|
)
|
|
—
|
|
|
—
|
|
Sales accounted for as secured borrowing
|
(604
|
)
|
|
(13,164
|
)
|
|
604
|
|
|
13,164
|
|
Balance, end of period
|
$
|
7,121
|
|
|
$
|
53,933
|
|
|
$
|
45,770
|
|
|
$
|
13,084
|
|
The activity in total capitalized MSRs consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
MSRs Owned
|
|
MSRs Secured Asset
|
|
(In millions)
|
Balance, beginning of period
|
$
|
57
|
|
|
$
|
690
|
|
|
$
|
419
|
|
|
$
|
—
|
|
Additions from loans sold with servicing retained
|
3
|
|
|
18
|
|
|
—
|
|
|
—
|
|
Sales that have been derecognized
|
(9
|
)
|
|
(95
|
)
|
|
—
|
|
|
—
|
|
Sales accounted for as secured borrowing
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
113
|
|
Changes in fair value due to:
|
|
|
|
|
|
|
|
Realization of expected cash flows
|
(4
|
)
|
|
(53
|
)
|
|
(37
|
)
|
|
—
|
|
Changes in market inputs or assumptions used in the valuation model
|
(1
|
)
|
|
(6
|
)
|
|
55
|
|
|
1
|
|
Balance, end of period
|
$
|
46
|
|
|
$
|
441
|
|
|
$
|
437
|
|
|
$
|
114
|
|
MSR Sales.
During the
three and six months ended
June 30, 2018
, the Company received
$3 million
and
$9 million
, respectively, and, during the
three and six months ended
June 30, 2017
, the Company received
$20 million
and
$91 million
, respectively, in cash from sales of MSRs that have been derecognized and removed from the
Condensed Consolidated Balance Sheets
. During the
three and six months ended
June 30, 2018
, the Company received an additional
$1 million
and
$8 million
, respectively, in cash related to document holdback from sales of MSRs that have been accounted for as a secured borrowing arrangement. As of
June 30, 2018
, the Company has a
$34 million
gross accounts receivable related to holdback from executed MSR sales and transfers to address indemnification claims and mortgage loan document deficiencies, which is included in Accounts receivable, net in the
Condensed Consolidated Balance Sheets
.
MSR Sale Commitments.
The following table summarizes the Company's MSRs and its commitments under sale agreements, based on the portfolio as of
June 30, 2018
:
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
UPB
|
|
Fair Value
|
|
(In millions)
|
MSR commitments:
|
|
|
|
New Residential
|
$
|
5,257
|
|
|
$
|
30
|
|
Other counterparties
|
14
|
|
|
—
|
|
MSRs capitalized under secured borrowing arrangements and subserviced
|
45,770
|
|
|
437
|
|
Non-committed
|
1,850
|
|
|
16
|
|
Total MSRs
|
$
|
52,891
|
|
|
$
|
483
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Commitments to sell MSRs include: (i) private investor MSRs that are committed under a sale agreement with New Residential dated December 28, 2016; (ii) agreements to sell a portion of the Company's newly-created MSRs to third parties through flow-sale agreements, where the Company will have continuing involvement as a subservicer; or (iii) agreements for small portfolio sales of existing MSRs, consistent with its intention to not retain a significant amount of MSRs in the future.
If the remaining sales of private investor MSRs to New Residential are completed, the Company does not anticipate retaining a significant amount of capitalized MSRs in the future. The final proceeds the Company may receive from New Residential is dependent on the portfolio composition at each transfer date and are subject to the approvals of multiple counterparties, including origination sources, investors and trustees, as well as other customary closing requirements. In addition, the Company has commitments to transfer approximately
$94 million
of Servicing advances to New Residential (based on the
June 30, 2018
portfolio).
In addition to the commitments presented on the preceding table, as of
June 30, 2018
, the Company had commitments to sell MSRs through third-party flow sales related to
$9 million
of the unpaid principal balance of Mortgage loans held for sale and Interest rate lock commitments that are expected to result in closed loans.
Sales of Mortgage Loans
Residential mortgage loans are sold through one of the following methods: (i) sales to or pursuant to programs sponsored by Fannie Mae, Freddie Mac and the Government National Mortgage Association (collectively, the "Agencies") or (ii) sales to private investors. The Company may have continuing involvement in mortgage loans sold by retaining MSRs and/or recourse obligations, as discussed further in
Note 11, 'Commitments and Contingencies'
.
The following table sets forth information regarding cash flows relating to loan sales in which the Company has continuing involvement:
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
(In millions)
|
Proceeds from new loan sales or securitizations
|
$
|
584
|
|
|
$
|
1,651
|
|
Servicing fees from capitalized portfolio
(1)
|
29
|
|
|
104
|
|
Purchases of previously sold loans
(2)
|
(2
|
)
|
|
(15
|
)
|
Servicing advances
(3)
|
(244
|
)
|
|
(627
|
)
|
Repayment of servicing advances
(3)
|
301
|
|
|
782
|
|
____________________
|
|
(1)
|
Includes servicing fees, late fees and other ancillary servicing revenue in which the Company has continuing involvement.
|
|
|
(2)
|
Includes purchases of repurchase eligible loans and excludes indemnification payments to investors and insurers of the related mortgage loans.
|
|
|
(3)
|
Outstanding servicing advance receivables are presented in Servicing advances, net in the
Condensed Consolidated Balance Sheets
, except for advances related to loans in foreclosure or real estate owned, which are included in Other assets. During the six months ended June 30, 2018, repayment of servicing advances for advances associated with sales of MSRs were not significant. During the
six months ended June 30, 2017
, repayment of servicing advances included
$21 million
received for advances associated with sales of MSRs.
|
During the
three and six months ended
months ended
June 30, 2018
, pre-tax gains of
$5 million
and
$18 million
, respectively, related to the sale or securitization of residential mortgage loans were recognized in Gain on loans held for sale, net in the
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
.
During the
three and six months ended
months ended
June 30, 2017
, pre-tax gains of
$46 million
and
$95 million
,
respectively, related to the sale or securitization of residential mortgage loans were recognized in Gain on loans held for sale, net in the
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company's primary derivative instrument is forward delivery commitments, which relate to interest rate and price risk for mortgage loans held for sale and interest rate lock commitments. Derivative instruments are recorded in Other assets and Other liabilities in the
Condensed Consolidated Balance Sheets
. The Company does not have any derivative instruments designated as hedging instruments.
The following table summarizes the gross notional amount of derivatives:
|
|
|
|
|
|
|
|
|
|
June 30,
2018
|
|
December 31,
2017
|
|
(In millions)
|
Interest rate lock commitments
|
$
|
51
|
|
|
$
|
139
|
|
Forward delivery commitments
|
126
|
|
|
614
|
|
As of
June 30, 2018
and
December 31, 2017
, the value of forward delivery commitments subject to master netting arrangements were not significant. As of
June 30, 2018
and
December 31, 2017
, there were
$2 million
and
$4 million
of interest rate lock commitment assets not subject to master netting arrangements.
The following table summarizes the gains (losses) recorded in the
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
for derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
(In millions)
|
Gain on loans held for sale, net:
|
|
|
|
|
|
|
|
Interest rate lock commitments
|
$
|
4
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
19
|
|
Forward delivery commitments
|
—
|
|
|
(1
|
)
|
|
5
|
|
|
(2
|
)
|
|
|
6. Fair Value Measurements
|
The Company updates the valuation of each instrument recorded at fair value on a 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. During the
six months ended June 30, 2018
, there have been no changes in the valuation methodologies and classification pursuant to the valuation hierarchy.
The incorporation of counterparty credit risk did not have a significant impact on the valuation of assets and liabilities recorded at fair value as of
June 30, 2018
or
December 31, 2017
.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Recurring Fair Value Measurements
The following summarizes the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
Level
One
|
|
Level
Two
|
|
Level
Three
|
|
Cash
Collateral
and Netting
|
|
Total
|
|
(In millions)
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loans held for sale
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
55
|
|
Mortgage servicing rights
|
—
|
|
|
—
|
|
|
483
|
|
|
—
|
|
|
483
|
|
Other assets—Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate lock commitments
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Assets related to discontinued operations
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage servicing rights secured liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
437
|
|
|
$
|
—
|
|
|
$
|
437
|
|
Other liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability to deliver MSRs
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
|
Level
One
|
|
Level
Two
|
|
Level
Three
|
|
Cash
Collateral
and Netting
|
|
Total
|
|
(In millions)
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loans held for sale
|
$
|
—
|
|
|
$
|
94
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
103
|
|
Mortgage servicing rights
|
—
|
|
|
—
|
|
|
476
|
|
|
—
|
|
|
476
|
|
Other assets—Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate lock commitments
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Assets related to discontinued operations
|
—
|
|
|
167
|
|
|
1
|
|
|
—
|
|
|
168
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage servicing rights secured liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
419
|
|
|
$
|
—
|
|
|
$
|
419
|
|
Other liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability to deliver MSRs
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Significant inputs to the measurement of fair value and further information on the assets and liabilities measured at fair value are as follows:
Mortgage Loans Held for Sale (“MLHS”).
The Company has elected to record MLHS at fair value which is intended to better reflect the underlying economics and eliminate the operational complexities of risk management activities and hedge accounting requirements. The following table reflects the difference between the carrying amounts of MLHS measured at fair value and the aggregate unpaid principal amount that the Company is contractually entitled to receive at maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
|
Total
|
|
Loans 90 days or
more past due and
on non-accrual
status
|
|
Total
|
|
Loans 90 days or
more past due and
on non-accrual
status
|
|
(In millions)
|
Carrying amount
|
$
|
55
|
|
|
$
|
1
|
|
|
$
|
103
|
|
|
$
|
1
|
|
Aggregate unpaid principal balance
|
55
|
|
|
1
|
|
|
103
|
|
|
2
|
|
Difference
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Mortgage Servicing Rights.
MSRs are classified within Level Three of the valuation hierarchy due to the use of significant unobservable inputs and the inactive 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 and other economic factors. On a quarterly basis, assumptions used in estimating fair value are validated against a number of third-party sources, which may include peer surveys, MSR broker surveys, third-party valuations and other market-based sources. During the three months ended June 30, 2018, the Company updated its fair value assessment of MSRs committed under the sale agreement with New Residential. As of June 30, 2018, the fair value of these committed MSRs to New Residential no longer includes calibration of the valuation model to the pricing associated with the sale agreement based upon the timing of the original agreement and the complexities of completing the sale. See
Note 4, 'Servicing Activities'
for further discussion of the MSR sale commitments.
The following tables summarize certain information regarding the initial and ending capitalization rate of MSRs:
|
|
|
|
|
|
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
Initial capitalization rate of additions to MSRs owned
|
1.12
|
%
|
|
1.14
|
%
|
|
|
|
|
|
|
|
|
June 30,
2018
|
|
December 31,
2017
|
MSRs Owned
|
|
|
|
Capitalization servicing rate
|
0.65
|
%
|
|
0.67
|
%
|
Capitalization servicing multiple
|
2.2
|
|
|
2.3
|
|
Weighted-average servicing fee (in basis points)
|
29
|
|
|
29
|
|
Weighted-average life (years)
|
4.7
|
|
|
5.7
|
|
|
|
|
|
|
|
|
|
June 30,
2018
|
|
December 31,
2017
|
MSRs Under Secured Borrowing Arrangement
|
|
|
|
Capitalization servicing rate
|
0.95
|
%
|
|
0.85
|
%
|
Capitalization servicing multiple
|
3.6
|
|
|
3.2
|
|
Weighted-average servicing fee (in basis points)
|
27
|
|
|
27
|
|
Weighted-average life (years)
|
5.9
|
|
|
5.6
|
|
The significant assumptions used in estimating the fair value of MSRs were as follows (in annual rates):
|
|
|
|
|
|
|
|
June 30,
2018
|
|
December 31,
2017
|
MSRs Owned
|
|
|
|
Weighted-average prepayment speed (CPR)
|
13.2
|
%
|
|
9.2
|
%
|
Option adjusted spread, in basis points (OAS)
|
736
|
|
|
393
|
|
Weighted-average delinquency rate
|
11.8
|
%
|
|
12.4
|
%
|
|
|
|
|
|
|
|
|
June 30,
2018
|
|
December 31,
2017
|
MSRs Under Secured Borrowing Arrangement
|
|
|
|
Weighted-average prepayment speed (CPR)
|
9.9
|
%
|
|
11.2
|
%
|
Option adjusted spread, in basis points (OAS)
|
861
|
|
|
928
|
|
Weighted-average delinquency rate
|
4.0
|
%
|
|
4.0
|
%
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the estimated change in the fair value of MSRs from adverse changes in the significant assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
Weighted-
Average
Prepayment
Speed
|
|
Option
Adjusted
Spread
|
|
Weighted-
Average
Delinquency
Rate
|
|
(In millions)
|
MSRs Owned
|
|
Impact on fair value of 10% adverse change
|
$
|
(3
|
)
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
Impact on fair value of 20% adverse change
|
(5
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
|
|
|
|
|
MSRs Under Secured Borrowing Arrangement
|
|
|
|
|
|
Impact on fair value of 10% adverse change
|
$
|
(15
|
)
|
|
$
|
(18
|
)
|
|
$
|
(5
|
)
|
Impact on fair value of 20% adverse change
|
(29
|
)
|
|
(35
|
)
|
|
(9
|
)
|
The Company's exposure to the change in fair value of MSRs from adverse changes in the significant assumptions is generally limited to those associated with the MSRs owned in the preceding table. Any changes in fair value associated with the MSRs under secured borrowing arrangements fully offset between the MSRs secured asset and the MSRs secured liability, and have no impact to the Company.
These sensitivities are hypothetical and presented for illustrative purposes only. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes in one factor may lead to changes in other factors, which could impact the above hypothetical effects.
Mortgage Servicing Rights Secured Liability
.
The fair value of
MSRs secured liability
is classified within Level Three of the valuation hierarchy due to the use of significant unobservable inputs, which is consistent with the fair value methodology of the related MSR asset. The fair value of
MSRs secured liability
is estimated based upon projections of expected future cash flows of the underlying MSR asset. The cash flow assumptions and prepayment assumptions used in the model are based on various factors, including portfolio characteristics, interest rates based on interest rate yield curves, implied volatility and other economic factors.
The significant assumptions used in estimating the fair value of
MSRs secured liability
were as follows (in annual rates):
|
|
|
|
|
|
|
|
June 30,
2018
|
|
December 31,
2017
|
Weighted-average prepayment speed (CPR)
|
9.9
|
%
|
|
11.2
|
%
|
Option adjusted spread, in basis points (OAS)
|
861
|
|
|
928
|
|
Weighted-average delinquency rate
|
4.0
|
%
|
|
4.0
|
%
|
Derivative Instruments
.
Derivative instruments are classified within Level Two and Level Three of the valuation hierarchy. The average pull through percentage used in measuring the fair value of interest rate lock commitments ("IRLCs") as of
June 30, 2018
and
December 31, 2017
was
48%
and
66%
, respectively. The pull through percentage 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. During the six months ended June 30, 2018, the Company lowered its pull through percentage based upon this historical analysis. In addition, actual loan pull through is compared to the modeled estimates in order to evaluate this assumption each period based on 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.
Liability to Deliver MSRs.
The fair value of Liability to deliver MSRs is classified within Level Three of the valuation hierarchy due to the use of significant unobservable inputs, which is consistent with the fair value methodology of the servicing rights within IRLCs. The Company initially established the value of the Liability to deliver MSRs based on the servicing value within the IRLC at inception. Thereafter, the carrying value of this liability is adjusted to fair value at each reporting date, and the changes in value are expected to offset changes in the associated servicing value within the IRLC or MLHS in the
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
until the MSR is delivered to the counterparty.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Level Three Measurements
Activity of assets and liabilities classified within Level Three of the valuation hierarchy consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, 2018
|
|
Three Months Ended
June 30, 2017
|
|
MLHS
|
|
MSRs
|
|
IRLCs,
net
|
|
MSRs Secured Liability
|
|
Liability to Deliver MSRs
|
|
MLHS
|
|
MSRs
|
|
IRLCs,
net
|
|
MSRs Secured Liability
|
|
(In millions)
|
|
|
Balance, beginning of period
|
$
|
8
|
|
|
$
|
496
|
|
|
$
|
3
|
|
|
$
|
(443
|
)
|
|
$
|
(1
|
)
|
|
$
|
32
|
|
|
$
|
596
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Purchases, Issuances, Sales and Settlements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Issuances
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
7
|
|
|
—
|
|
|
(113
|
)
|
Sales
|
(4
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
Settlements
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
13
|
|
|
1
|
|
|
(6
|
)
|
|
—
|
|
|
(7
|
)
|
|
1
|
|
|
(3
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
13
|
|
|
1
|
|
|
(2
|
)
|
|
(12
|
)
|
|
(7
|
)
|
|
(112
|
)
|
Realized and unrealized gains (losses) included in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on loans held for sale, net
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
Change in fair value of MSRs
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(1
|
)
|
Net interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(10
|
)
|
|
4
|
|
|
(7
|
)
|
|
(1
|
)
|
|
—
|
|
|
(29
|
)
|
|
7
|
|
|
(2
|
)
|
Transfers into Level Three
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Transfers out of Level Three
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Balance, end of period
|
$
|
5
|
|
|
$
|
483
|
|
|
$
|
2
|
|
|
$
|
(437
|
)
|
|
$
|
(1
|
)
|
|
$
|
32
|
|
|
$
|
555
|
|
|
$
|
4
|
|
|
$
|
(114
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30, 2018
|
|
Six Months Ended
June 30, 2017
|
|
MLHS
|
|
MSRs
|
|
IRLCs,
net
|
|
MSRs Secured Liability
|
|
Liability to Deliver MSRs
|
|
MLHS
|
|
MSRs
|
|
IRLCs,
net
|
|
MSRs Secured Liability
|
|
(In millions)
|
|
|
Balance, beginning of period
|
$
|
9
|
|
|
$
|
476
|
|
|
$
|
4
|
|
|
$
|
(419
|
)
|
|
$
|
(2
|
)
|
|
$
|
47
|
|
|
$
|
690
|
|
|
$
|
9
|
|
|
$
|
—
|
|
Purchases, Issuances, Sales and Settlements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Issuances
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
18
|
|
|
—
|
|
|
(113
|
)
|
Sales
|
(9
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(95
|
)
|
|
—
|
|
|
—
|
|
Settlements
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
27
|
|
|
3
|
|
|
(9
|
)
|
|
—
|
|
|
(24
|
)
|
|
1
|
|
|
(5
|
)
|
|
(6
|
)
|
|
(9
|
)
|
|
27
|
|
|
3
|
|
|
(18
|
)
|
|
(77
|
)
|
|
(24
|
)
|
|
(112
|
)
|
Realized and unrealized gains (losses) included in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on loans held for sale, net
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
Change in fair value of MSRs
|
—
|
|
|
13
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
(1
|
)
|
Net interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
13
|
|
|
7
|
|
|
(45
|
)
|
|
(2
|
)
|
|
1
|
|
|
(58
|
)
|
|
19
|
|
|
(2
|
)
|
Transfers into Level Three
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Transfers out of Level Three
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Balance, end of period
|
$
|
5
|
|
|
$
|
483
|
|
|
$
|
2
|
|
|
$
|
(437
|
)
|
|
$
|
(1
|
)
|
|
$
|
32
|
|
|
$
|
555
|
|
|
$
|
4
|
|
|
$
|
(114
|
)
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Transfers into Level Three generally represent mortgage loans held for sale with performance issues, origination flaws, or other characteristics that impact their salability in active secondary market transactions. Transfers out of Level Three represent Scratch and Dent loans that were foreclosed upon and loans that have been cured.
Unrealized gains (losses) included in the
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
related to assets and liabilities classified within Level Three of the valuation hierarchy that are included in the
Condensed Consolidated Balance Sheets
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
(In millions)
|
Gain on loans held for sale, net
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
7
|
|
Loan servicing income, net
|
(2
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
(6
|
)
|
Fair Value of Other Financial Instruments
As of
June 30, 2018
and
December 31, 2017
, all financial instruments were either recorded at fair value or the carrying value approximated fair value, with the exception of Debt. For financial instruments that were not recorded at fair value, such as Cash and cash equivalents, Restricted cash, Accounts receivable and Servicing advance receivables, the carrying value approximates fair value due to the short-term nature of such instruments.
Debt.
The total fair value of Debt as of
June 30, 2018
and
December 31, 2017
was
$180 million
and
$244 million
, respectively, and is measured using Level Two and Level Three inputs. As of
June 30, 2018
, the fair value was estimated using the following valuation techniques: (i) Level Two,
$59 million
was measured using observable spreads and terms for recent pricing of similar instruments; and (ii) Level Three,
$121 million
was measured considering contractual pricing and historical broker price quotes, which are intended to reflect fair value, due to the limited trading on the Company's unsecured term notes.
PLS Exit
In November 2016, the Company announced its plan to exit the PLS business which has been previously reported within the Mortgage Production segment. This business channel provided end-to-end origination services to financial institution clients, and represented a significant percentage of the Company's historical total mortgage production volume. The Company made the decision to exit this business due to elevated operating losses, increasing regulatory and client customization costs and a shrinking market for financial institution origination services. Refer to
Note 8, 'Discontinued Operations'
for additional information.
All of the exit costs related to the PLS exit program relate to discontinued operations and have been presented within
Income (loss) from discontinued operations, net of tax
in the
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
. The following is a summary of expenses incurred to-date, including an estimate of remaining and total program costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2018
|
|
Severance and Termination Benefits
|
|
Facility Exit Costs
|
|
Contract Termination & Other Costs
|
|
Non-Cash Charges & Impairments
|
|
Total
|
|
(In millions)
|
Costs incurred in current year:
|
|
|
|
|
|
|
|
|
|
First quarter
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Second quarter
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
Cumulative costs recognized in prior years
|
34
|
|
|
6
|
|
|
17
|
|
|
11
|
|
|
68
|
|
Estimate of remaining costs
(1)
|
—
|
|
|
16
|
|
|
2
|
|
|
—
|
|
|
18
|
|
Total
|
$
|
34
|
|
|
$
|
22
|
|
|
$
|
21
|
|
|
$
|
11
|
|
|
$
|
88
|
|
———————
|
|
(1)
|
The Company expects to incur substantially all of the remaining exit costs during the remainder of 2018, a significant portion of which relate to facility costs that are dependent upon the timing of when we vacate certain facilities.
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Reorganization
In February 2017, the Company announced its intention to operate as a smaller business that is focused on subservicing and portfolio retention services. Costs estimated for this Reorganization exit program, which are presented separately from the PLS exit program, include severance, acceleration of existing retention and incentive awards and other costs to execute the reorganization and change the focus of the Company's operations.
The following is a summary of expenses incurred to-date, including an estimate of remaining and total program costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2018
|
|
Severance and Termination Benefits
|
|
Facility Exit Costs
|
|
Contract Termination & Other Costs
|
|
Non-Cash Charges & Impairments
|
|
Total
|
|
(In millions)
|
Costs incurred in current year:
|
|
|
|
|
|
|
|
|
|
First quarter
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Second quarter
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
Cumulative costs recognized in prior years
|
30
|
|
|
2
|
|
|
1
|
|
|
2
|
|
|
35
|
|
Estimate of remaining costs
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Total Exit and disposal costs
|
32
|
|
|
2
|
|
|
1
|
|
|
3
|
|
|
38
|
|
Less: Exit and disposal costs related to discontinued operations
(1)
|
19
|
|
|
2
|
|
|
1
|
|
|
3
|
|
|
25
|
|
Total Exit and disposal costs related to continuing operations
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13
|
|
———————
|
|
(1)
|
Amounts include the estimate of remaining program costs.
|
The following is a summary of the Reorganization program costs by segment as of
June 30, 2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations
|
|
|
|
|
|
Mortgage Servicing Segment
|
|
Other
|
|
Discontinued Operations
|
|
Total
|
|
(In millions)
|
Costs incurred in current year:
|
|
|
|
|
|
|
|
First quarter
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Second quarter
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
Cumulative costs recognized in prior years
|
2
|
|
|
11
|
|
|
22
|
|
|
35
|
|
Estimate of remaining costs
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Total
|
$
|
2
|
|
|
$
|
11
|
|
|
$
|
25
|
|
|
$
|
38
|
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Exit Cost Liability
The following tables provide a summary of the aggregate activity of the exit cost liability for both the PLS exit program and the Reorganization exit program, including those balances related to discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2018
|
|
Severance and Termination Benefits
|
|
Facility Exit Costs
|
|
Contract Termination & Other Costs
|
|
Total
|
|
(In millions)
|
Balance, beginning of period
|
$
|
43
|
|
|
$
|
2
|
|
|
$
|
8
|
|
|
$
|
53
|
|
Charges
|
1
|
|
|
—
|
|
|
3
|
|
|
4
|
|
Paid
|
(30
|
)
|
|
(1
|
)
|
|
(10
|
)
|
|
(41
|
)
|
Balance, end of period
|
$
|
14
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2017
|
|
Severance and Termination Benefits
|
|
Facility Exit Costs
|
|
Contract Termination & Other Costs
|
|
Total
|
|
(In millions)
|
Balance, beginning of period
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
25
|
|
Charges
|
29
|
|
|
6
|
|
|
8
|
|
|
43
|
|
Paid
|
(1
|
)
|
|
(6
|
)
|
|
—
|
|
|
(7
|
)
|
Adjustments
(1)
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Balance, end of period
|
$
|
54
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
65
|
|
———————
|
|
(1)
|
This adjustment represents previously accrued amounts of existing retention and incentive awards for exiting employees that will be paid out upon termination.
|
|
|
8. Discontinued Operations
|
In November 2016, the Company announced its plan to exit the PLS business. In February 2017, the Company announced its intention to operate as a smaller business that is focused solely on subservicing and portfolio retention services, and exit the Real Estate channel. As a result, the Company would exit the PLS business through the run-off of operations, and exit the Real Estate channel through the sale of certain assets of PHH Home Loans and its subsidiaries and subsequent run-off of the operations, both of which were previously reported within the Mortgage Production segment. Refer to
Note 7, 'Exit Costs'
and
Note 12, 'Variable Interest Entities'
for additional information.
The Company determined that the exits of the PLS business and Real Estate channel represented a strategic shift that met the criteria to be reported as discontinued operations upon completion of substantially all of the run-off activities of these businesses, which occurred during the three months ended March 31, 2018. Accordingly, the results of the PLS business and Real Estate channel have been presented as discontinued operations in the
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
, and are excluded from continuing operations and segment results for all periods presented. Certain corporate overhead costs that were previously allocated to the PLS business and Real Estate channel for segment reporting purposes were determined to not directly support the discontinued operations, and those costs are presented in continuing operations.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Results of Operations
The results of discontinued operations are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
(In millions)
|
Net revenues
|
$
|
2
|
|
|
$
|
81
|
|
|
$
|
9
|
|
|
$
|
155
|
|
Total expenses
|
—
|
|
|
90
|
|
|
11
|
|
|
192
|
|
Loss before income taxes
|
2
|
|
|
(9
|
)
|
|
(2
|
)
|
|
(37
|
)
|
Income tax benefit
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(11
|
)
|
Net loss
|
2
|
|
|
(8
|
)
|
|
(2
|
)
|
|
(26
|
)
|
Less: net loss attributable to noncontrolling interest
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(8
|
)
|
Income (loss) from discontinued operations attributable to PHH Corporation, net of tax
|
$
|
2
|
|
|
$
|
(4
|
)
|
|
$
|
(2
|
)
|
|
$
|
(18
|
)
|
Assets and Liabilities
The carrying amounts of major classes of assets and liabilities related to discontinued operations consisted of the following:
|
|
|
|
|
|
|
|
|
|
June 30,
2018
|
|
December 31, 2017
|
|
(In millions)
|
ASSETS
|
|
|
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
33
|
|
Restricted cash
|
1
|
|
|
8
|
|
Mortgage loans held for sale
|
3
|
|
|
167
|
|
Accounts receivable, net
|
—
|
|
|
5
|
|
Other assets
|
—
|
|
|
1
|
|
Total assets related to discontinued operations
|
$
|
4
|
|
|
$
|
214
|
|
|
|
|
|
LIABILITIES
|
|
|
|
Accounts payable and accrued expenses
|
$
|
8
|
|
|
$
|
43
|
|
Mortgage warehouse and advance facilities
|
1
|
|
|
135
|
|
Mandatorily redeemable noncontrolling interest
|
—
|
|
|
20
|
|
Other liabilities
|
—
|
|
|
1
|
|
Total liabilities related to discontinued operations
|
$
|
9
|
|
|
$
|
199
|
|
Cash Flows
The cash flows related to discontinued operations have not been segregated, and are included in the
Condensed Consolidated Statements of Cash Flows
. There was no significant depreciation and amortization or capital expenditures for discontinued operations during either period. The following table summarizes the significant adjustments necessary to reconcile Net loss to net cash provided by operating activities that relate to discontinued operations:
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
2018
|
|
2017
|
|
(In millions)
|
Capitalization of originated mortgage servicing rights
|
$
|
(2
|
)
|
|
$
|
(10
|
)
|
Origination of mortgage loans held for sale
|
(52
|
)
|
|
(3,185
|
)
|
Proceeds on sale of and payments from mortgage loans held for sale
|
208
|
|
|
3,226
|
|
Net gain on interest rate lock commitments, mortgage loans held for sale and related derivatives
|
(1
|
)
|
|
(100
|
)
|
Deferred income tax benefit
|
—
|
|
|
(11
|
)
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Continuing Involvement
The Company's continuing involvement with these businesses is generally limited to certain indemnification and guarantee obligations, including those associated with lease arrangements and loan repurchases and indemnifications as described below.
Lease Arrangements.
During 2017, the Company entered into assignments with LenderLive Network, LLC ("LenderLive") and Guaranteed Rate Affinity, LLC ("GRA") related to certain facility leases that were transferred in connection with transactions associated with the PLS business and Real Estate channel exits. Under the terms of the original facility leases, the Company remains jointly and severally obligated with LenderLive and GRA for performance under the lease agreements. As of
June 30, 2018
, the total amount of potential future lease payments under this guarantee with LenderLive was
$12 million
and extend into 2023. The total amount of potential future lease payments under this guarantee with GRA was
$1 million
and extend into 2021. However, the Company does not believe any amount of loss under these guarantees is probable.
Loan Repurchases and Indemnifications.
At the time
a loan is sold, representations and warranties are provided to investors and insurers which may result in a repurchase of the mortgage loan, or an indemnification to the investor against loss in the event of a breach of representations and warranties. The representation and warranties made by us are set forth in our loan sale agreements and relate to, among other things, the ownership of the loan, the validity of the lien securing the loan, the underwriting standards required by the investor and the loan’s compliance with applicable local, state and federal laws. Refer to
Note 11, 'Commitments and Contingencies'
for additional information.
|
|
9. Debt and Borrowing Arrangements
|
The following table summarizes the components of Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
December 31,
2017
|
|
Balance
|
|
Interest
Rate
(1)
|
|
Available
Capacity
(2)
|
|
Balance
|
|
(In millions)
|
Committed warehouse facilities
|
$
|
36
|
|
|
4.3
|
%
|
|
$
|
63
|
|
|
$
|
67
|
|
Uncommitted warehouse facilities
|
3
|
|
|
—
|
|
|
222
|
|
|
18
|
|
Servicing advance facility
|
20
|
|
|
3.8
|
%
|
|
5
|
|
|
32
|
|
Mortgage warehouse and advance facilities
|
59
|
|
|
|
|
|
|
117
|
|
|
|
|
|
|
|
|
|
Term notes due in 2019
|
97
|
|
|
7.375
|
%
|
|
n/a
|
|
|
97
|
|
Term notes due in 2021
|
22
|
|
|
6.375
|
%
|
|
n/a
|
|
|
22
|
|
Unsecured credit facilities
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
Unsecured debt, face value
|
119
|
|
|
|
|
|
|
|
|
119
|
|
Debt issuance costs
|
(1
|
)
|
|
|
|
|
|
(1
|
)
|
Unsecured debt, net
|
118
|
|
|
|
|
|
|
118
|
|
Total
|
$
|
177
|
|
|
|
|
|
|
|
|
$
|
235
|
|
______________
|
|
(1)
|
Interest rate shown represents the stated interest rate of outstanding borrowings, which may differ from the effective rate due to the amortization of premiums, discounts and issuance costs. Warehouse facilities and the servicing advance facility are variable-rate. Rate shown for Warehouse facilities represents the weighted-average rate of current outstanding borrowings.
|
|
|
(2)
|
Capacity is dependent upon maintaining compliance with, or obtaining waivers of, the terms, conditions and covenants of the respective agreements, including asset-eligibility requirements. Available capacity has been reduced by amounts that have been drawn related to discontinued operations, as detailed in
Note 8, 'Discontinued Operations'
.
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Assets held as collateral that are not available to pay the Company’s general obligations as of
June 30, 2018
consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warehouse
Facilities
|
|
Servicing
Advance
Facility
|
|
Subservicing Advance Liabilities
(1)
|
|
MSRs Secured Liability
(2)
|
|
(In millions)
|
Restricted cash
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Servicing advances
|
—
|
|
|
46
|
|
|
194
|
|
|
—
|
|
Mortgage loans held for sale (unpaid principal balance)
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Mortgage servicing rights
|
—
|
|
|
—
|
|
|
—
|
|
|
437
|
|
Total
|
$
|
40
|
|
|
$
|
56
|
|
|
$
|
194
|
|
|
$
|
437
|
|
______________
|
|
(1)
|
Under the terms of certain subservicing arrangements, the subservicing counterparty is required to fund servicing advances for their respective portfolios of subserviced loans. A subservicing advance liability is recorded for cash received from the counterparty to fund advances and is repaid to the counterparty upon the collection of the mortgage servicing advance receivables.
|
|
|
(2)
|
Represents MSRs that are accounted for as a secured borrowing arrangement.
|
The following table provides the contractual debt maturities as of
June 30, 2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warehouse
Facilities
|
|
Servicing
Advance
Facility
|
|
Unsecured
Debt
|
|
Total
|
|
(In millions)
|
Within one year
|
$
|
39
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
59
|
|
Between one and two years
|
—
|
|
|
—
|
|
|
97
|
|
|
97
|
|
Between two and three years
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Between three and four years
|
—
|
|
|
—
|
|
|
22
|
|
|
22
|
|
Between four and five years
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Thereafter
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
39
|
|
|
$
|
20
|
|
|
$
|
119
|
|
|
$
|
178
|
|
See
Note 6, 'Fair Value Measurements'
for the measurement of the fair value of Debt.
Net Interest Expense
The following table summarizes the components of Net interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
(In millions)
|
Interest income
|
$
|
4
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
13
|
|
Secured interest expense
|
(2
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(7
|
)
|
MSRs secured interest expense
(1)
|
(13
|
)
|
|
(1
|
)
|
|
(27
|
)
|
|
(1
|
)
|
Unsecured interest expense
|
—
|
|
|
(9
|
)
|
|
(1
|
)
|
|
(19
|
)
|
Net interest expense
|
$
|
(11
|
)
|
|
$
|
(6
|
)
|
|
$
|
(25
|
)
|
|
$
|
(14
|
)
|
_____________
|
|
(1)
|
MSRs secured interest expense
is the implied interest cost on the
MSRs secured liability
.
MSRs secured interest expense
fully offsets the estimated yield on capitalized MSRs treated as a secured borrowing arrangement, which is included within Loan servicing income, net.
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Mortgage Warehouse Facilities
Mortgage warehouse facilities primarily represents variable-rate asset-backed facilities to support the origination of mortgage loans, which provide creditors a collateralized interest in specific mortgage loans that meet the eligibility requirements under the terms of the facility. The source of repayment of the facilities is typically from the sale or securitization of the underlying loans into the secondary mortgage market. The Company evaluates its capacity needs for warehouse facilities, and adjusts the amount of available capacity under these facilities in response to the current mortgage environment and origination needs. During the
three months ended June 30, 2018
, the Company further reduced its total capacity in response to lower forecasted capacity needs.
On March 29, 2018, the Company extended the committed mortgage repurchase facility with Wells Fargo through October 2, 2018 and the capacity was reduced to
$50 million
at the Company's request.
On April 3, 2018, the committed repurchase facility with Bank of America expired and was not renewed at the Company's request.
On April 25, 2018, the Company extended the mortgage repurchase facility with Barclays Bank PLC through October 29, 2018 and the committed capacity was reduced to
$50 million
at the Company's request, and the uncommitted capacity remained at
$25 million
.
Servicing Advance Facility
On April 16, 2018, PHH Servicer Advance Receivables Trust 2013-1 (“PSART”), an indirect, wholly-owned subsidiary of the Company extended the revolving period and extended the final maturity date of the note purchase agreement with Wells Fargo Bank for the Series 2015-1 variable funding notes to October 15, 2018. On March 15, 2018, the aggregate maximum principal amount was reduced to
$25 million
.
Debt Covenants
In connection with the extension of the mortgage warehouse and servicing advance facilities, certain financial covenants have been modified. Among other covenants, certain committed facilities require that the Company maintain: (i) net worth, adjusted to include any capital distributions and changes in fair value of mortgage servicing rights up to a maximum aggregate amount of
$334 million
, of at least
$400 million
on the last day of each fiscal month of the second quarter of 2018 and
$365 million
on the last day of each fiscal month thereafter; (ii) a ratio of indebtedness to tangible net worth (adjusted to include any capital distributions and changes in fair value of mortgage servicing rights up to a maximum aggregate amount of
$334 million
) of no greater than
4.50
to 1 ; (iii) a ratio of unsecured indebtedness (reduced by cash and cash equivalents in excess of
$40 million
) to tangible net worth (adjusted to include any capital distributions and changes in fair value of mortgage servicing rights up to a maximum aggregate amount of
$334 million
) of not more than
1.25
to 1; and (iv) maintenance of
$250 million
of cash and cash equivalents (adjusted to include capital distributions up to a maximum aggregate amount of
$150 million
) in excess of its recorded liability for legal and regulatory matters through June 30, 2018, and
$225 million
at all times thereafter. These covenants represent the most restrictive net worth, liquidity, and debt to equity covenants; however, certain other outstanding debt agreements contain liquidity and debt to equity covenants that are less restrictive.
The Company was in compliance with all financial covenants related to its debt arrangements for the
six months ended June 30, 2018
.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the
three and six months ended
June 30, 2018
and
2017
, interim income tax benefits were recorded by applying a projected full-year effective income tax rate to the quarterly Loss before income taxes for results that are deemed to be reliably estimable. For 2017, certain items are considered not to be reliably estimable, and therefore, discrete year-to-date income tax provisions are recorded on those items.
The Company conducts periodic evaluations of positive and negative evidence to determine whether it is more likely than not that the deferred tax asset can be realized in future periods. In these evaluations, the Company gives more significant weight to objective evidence, such as actual financial condition and historical results of operations, as compared to subjective evidence, such as projections of future taxable income or loss.
For the three-year periods ended December 31, 2017, the Company is in a material cumulative pre-tax loss position. The Company expects to maintain a full valuation allowance on our deferred tax assets until there is sufficient evidence to support the reversal of all, or some portion of, those allowances. As a result of these evaluations, the effective tax rate was not significant for the
three and six months ended
June 30, 2018
and the Company has recognized a full valuation allowance of
$87 million
for the deferred tax assets at
June 30, 2018
.
The effective tax rates for the
three and six months ended
June 30, 2017
were
(44.3)%
and
(37.5)%
on pre-tax losses from continuing operations of
$75 million
and
$152 million
, respectively.
|
|
11. Commitments and Contingencies
|
Legal Contingencies
The Company and its subsidiaries are routinely, and currently, defendants in various legal proceedings that arise in the ordinary course of PHH's business, including class actions and other private and civil litigation. These proceedings are generally based on alleged violations of consumer protection laws (including the Real Estate Settlement Procedures Act ("RESPA")), the Telephone Consumer Protection Act of 1991 and the Servicemember's Civil Relief Act of 2003, employment laws, laws governing our mortgage servicing and lending activities and contractual obligations. Similar to other mortgage loan originators and servicers, the Company and its subsidiaries are also routinely, and currently, subject to government and regulatory examinations, investigations and inquiries or other requests for information. The resolution of these various legal and regulatory matters may result in adverse judgments, fines, penalties, injunctions and other relief against the Company as well as monetary payments or other agreements and obligations. In particular, legal proceedings brought under RESPA and other federal or state consumer protection laws that are ongoing, or may arise from time to time, may include the award of treble and other damages substantially in excess of actual losses, attorneys' fees, costs and disbursements, and other consumer and injunctive relief. These proceedings and matters are at varying procedural stages and the Company may engage in settlement discussions on certain matters in order to avoid the additional costs of engaging in litigation.
The outcome of legal and regulatory matters are difficult to predict or estimate and the ultimate time to resolve these matters may be protracted. In addition, the outcome of any legal proceeding or governmental and regulatory matter may affect the outcome of other pending legal proceedings or governmental and regulatory matters.
A liability is established for legal and regulatory contingencies when it is probable that a loss has been incurred and the amount of such loss can be reasonably estimated. The Company recognizes legal costs associated with loss contingencies as they are incurred. In light of the inherent uncertainties involved in litigation, legal proceedings and other governmental and regulatory matters, it is not always possible to determine a reasonable estimate of the amount of a probable loss, and the Company may estimate a range of possible loss for consideration in its estimates. The estimates are based upon currently available information and involve significant judgment taking into account the varying stages and inherent uncertainties of such matters. Accordingly, the Company’s estimates may change from time to time and such changes may be material to the consolidated financial results.
As of
June 30, 2018
, the Company’s recorded liability associated with legal and regulatory contingencies was
$16 million
and is presented in Other liabilities in the
Condensed Consolidated Balance Sheets
. Given the inherent uncertainties and status of the Company’s outstanding legal proceedings, the range of reasonably possible losses cannot be estimated for all matters. For matters
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
where the Company can estimate the range, the Company believes reasonably possible losses in excess of the recorded liability are
no
t significant as of
June 30, 2018
.
There can be no assurance that the ultimate resolution of these matters will not result in losses in excess of the Company’s recorded liability, or in excess of the estimate of reasonably possible losses. As a result, the ultimate resolution of any particular legal matter, or matters, could be material to the Company’s results of operations or cash flows for the period in which such matter is resolved.
In March 2018, the Company entered into a Release and Settlement Agreement with an insurance carrier to settle certain claims and other matters associated with the Company's previously disclosed legal and regulatory settlements. The Company received a settlement payment of
$15 million
during the three months ended March 31, 2018 which was accounted for as a gain when the payment was received, and recorded within Other income in the
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
. In addition, the Company is currently in discussions with its insurance carriers about additional insurance claims for other regulatory matters and any insurance proceeds from these claims would represent a gain contingency which will be recognized if, and when, realized or realizable and earned.
The following are descriptions of the Company’s significant legal and regulatory matters:
BCFP Enforcement Action.
In January 2014, the Bureau of Consumer Financial Protection (the “BCFP”) initiated an administrative proceeding alleging that the Company’s reinsurance activities, including its mortgage insurance premium ceding practices, have violated certain provisions of RESPA and other laws enforced by the BCFP. Through its reinsurance subsidiaries, the Company assumed risk in exchange for premiums ceded from primary mortgage insurance companies.
In June 2015, the Director of the BCFP issued a final order requiring the Company to pay
$109 million
, based upon the gross reinsurance premiums the Company received on or after July 21, 2008. Subsequently, the Company filed an appeal to the United States Court of Appeals for the District of Columbia Circuit (the “Court of Appeals”).
In October 2016, the Court of Appeals issued its decision, vacating the decision of the Director of the BCFP, and finding in favor of the Company’s arguments, among others, around the correct interpretations of Section 8 of RESPA, the applicability of prior HUD interpretations around captive re-insurance and the applicability of statute of limitations to administrative enforcement proceedings at the BCFP. In February 2017, the Court of Appeals granted the BCFP's request to rehear the case en banc and oral arguments took place in May 2017.
In January 2018, the en banc Court of Appeals reinstated the October 2016 panel decision as it related to the RESPA issues, which included vacating the BCFP’s order imposing
$109 million
in disgorgement penalties. In February 2018, the en banc court remanded the matter back to the BCFP for further proceedings in compliance with the reinstated panel opinion. In June 2018, the Acting Director of the BCFP filed an Order to dismiss the administrative proceeding against the Company which closed out the matter without penalty. There was no impact to the Company’s financial statements during the six months ended June 30, 2018 from this matter.
Other Subpoenas and Investigations.
The Company previously disclosed that it had received a document subpoena from the U.S. Attorney’s Office for the Southern District of New York which requested production of certain documents related to, among other things, foreclosure expenses that the Company incurred in connection with the foreclosure of loans insured or guaranteed by FHA, Fannie Mae or Freddie Mac. In March 2018, the United States District Court for the Southern District of New York entered an order unsealing a qui tam lawsuit that originally had been filed in that District in 2012, and which had been the basis for the government’s investigation. At that time, the Court also disclosed that the U.S. Attorney’s Office for the Southern District of New York has declined to intervene against all servicer defendants named in the qui tam complaint, including the Company. Notwithstanding the decision of the U.S. Attorney's Office, in April 2018 the private plaintiff that had initiated the qui tam suit filed a Third Amended Complaint in that action naming a number of servicer defendants and other defendants, including the Company. The Company subsequently filed a motion to dismiss, and in June 2018 the United States District Court for the Southern District of New York issued an order granting the Company’s motion and dismissed the claims against the Company with prejudice. The action remains pending with respect to certain other servicer defendants.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Repurchase and Foreclosure-Related Reserves
Repurchase and foreclosure-related reserves are maintained for probable losses related to repurchase and indemnification obligations and for on-balance sheet loans in foreclosure and real estate owned. A summary of the activity in repurchase and foreclosure-related reserves is as follows:
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
(In millions)
|
Balance, beginning of period
|
$
|
40
|
|
|
$
|
73
|
|
Realized losses
|
(4
|
)
|
|
(13
|
)
|
Increase (decrease) in reserves due to:
|
|
|
|
|
|
Changes in assumptions
|
(1
|
)
|
|
2
|
|
New loan sales
|
—
|
|
|
1
|
|
Balance, end of period
|
$
|
35
|
|
|
$
|
63
|
|
Repurchase and foreclosure-related reserves consist of the following:
|
|
|
|
|
|
|
|
|
|
June 30,
2018
|
|
December 31,
2017
|
|
(In millions)
|
Loan repurchase and indemnification liability
|
$
|
27
|
|
|
$
|
29
|
|
Adjustment to value for real estate owned
|
6
|
|
|
9
|
|
Allowance for probable foreclosure losses
|
2
|
|
|
2
|
|
Total
|
$
|
35
|
|
|
$
|
40
|
|
Loan Repurchases and Indemnifications.
The liability for loan repurchases and indemnifications represents management’s estimate of probable losses based on the best information available and requires the application of a significant level of judgment and the use of a number of assumptions including borrower performance, investor demand patterns, expected relief from the expiration of repurchase obligations, the expected success rate in defending against requests and estimated loss severities.
The Company's exposure to repurchase and indemnification claims consists primarily of estimates for claims from private investors, losses for specific non-performing loans where the Company believes it will be required to indemnify the investor and losses from government mortgage insurance programs. As of
June 30, 2018
, the estimated amount of reasonably possible losses in excess of the recorded liability was not significant.
The maximum amount of losses cannot be estimated because the Company does not service all of the loans for which it has provided representations or warranties. As of
June 30, 2018
,
$39 million
of loans have been identified in which the Company has full risk of loss or has identified a breach of representation and warranty provisions;
20%
of which were at least 90 days delinquent (calculated based upon the unpaid principal balance of the loans).
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
12. Variable Interest Entities
|
Servicing Advance Receivables Trust
As of
June 30, 2018
, the Company's only variable interest entity relates to the PHH Servicer Advance Receivables Trust (“PSART”) and the PHH Servicer Advance Funding Depositor, LLC (the “Depositor”) (collectively, the “Servicing Advance Receivables Trust”). PSART is a special purpose bankruptcy remote trust and was formed for the purpose of issuing asset-backed notes secured by servicing advance receivables. The Company has been the primary beneficiary of PSART and the Depositor since its inception, based on their nature and purpose, and there have been no current period events that would change that conclusion, or impact their status as a variable interest entity. Refer to the
Condensed Consolidated Balance Sheets
for the assets and liabilities of PSART.
PHH Home Loans
PHH Home Loans was a joint venture between the Company and Realogy, which provided mortgage origination services for brokers associated with brokerages owned or franchised by Realogy, and represented substantially all of the Real Estate channel. As of
December 31, 2017
, the Company was contractually obligated to purchase Realogy's
49.9%
ownership interest in the PHH Home Loans joint venture ("JV Interests Purchase") on or before March 19, 2018, for an amount equal to its interest in the residual equity of PHH Home Loans.
On March 19, 2018, the Company completed the JV Interests Purchase for a total of
$19 million
in cash, and PHH Home Loans became a wholly-owned subsidiary of PHH. Since the settlement of the JV Interests Purchase agreement was not fixed and PHH Home Loans generated a net loss during the three months ended March 31, 2018, the Company did not adjust the carrying amount of the liability below the initially recorded amount as of
December 31, 2017
. As a result, during the
six months ended June 30, 2018
, the Company recognized a
$1 million
extinguishment gain upon purchase which represented the difference between the redemption amount and the carrying amount of Realogy's interests, and was recorded in
Income (loss) from discontinued operations, net of tax
within the
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
.
During 2018, the Company reconsidered PHH Home Loans entity's status as a variable interest entity due to the changes in PHH Home Loans governing documents upon settlement of the JV Interests Purchase and the completion of substantially all of the wind-down activities of the Real Estate channel. Upon the completion of the JV Interests Purchase, the Company determined that PHH Home Loans was no longer a variable interest entity. In addition, the results of PHH Home Loans are now presented as discontinued operations as part of the Real Estate channel, as further discussed in
Note 8, 'Discontinued Operations'
. As of
December 31, 2017
, the total assets and liabilities of PHH Home Loans were
$98 million
and
$51 million
, respectively.
During the three months ended March 31, 2018, the Company completed substantially all of the run-off activities of the PLS business and Real Estate channel. Accordingly, the results of these businesses have been presented as discontinued operations, and excluded from continuing operations and segment results for all periods presented. Refer to
Note 8, 'Discontinued Operations'
for additional information.
Continuing operations are conducted through the following
two
reportable segments:
|
|
▪
|
Mortgage Servicing
— acts as a subservicer for clients that own the underlying mortgage servicing rights and performs servicing activities for owned mortgage servicing rights.
|
|
|
▪
|
Mortgage Production
— provides portfolio origination retention services to subservicing clients and sells the related mortgage loans in the secondary market.
|
The Company's operations are located in the U.S. The heading Other includes expenses that are not allocated back to the
two
reportable segments, which may include certain Exit and disposal costs, Professional and third-party service fees incurred related to strategic actions and certain general corporate overhead expenses that were previously allocated to the PLS business and Real Estate channel. Management evaluates the operating results of each of the reportable segments based upon Net revenues and Segment profit or loss, which is presented as the Income or loss before income tax expense or benefit.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Segment results were as follows:
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
June 30,
2018
|
|
December 31, 2017
|
|
(In millions)
|
Mortgage Servicing segment
|
$
|
861
|
|
|
$
|
919
|
|
Mortgage Production segment
|
103
|
|
|
191
|
|
Other
|
474
|
|
|
487
|
|
Assets related to discontinued operations
|
4
|
|
|
214
|
|
Total
|
$
|
1,442
|
|
|
$
|
1,811
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Revenues
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
(In millions)
|
Mortgage Servicing segment
|
$
|
29
|
|
|
$
|
21
|
|
|
$
|
73
|
|
|
$
|
48
|
|
Mortgage Production segment
|
6
|
|
|
10
|
|
|
12
|
|
|
23
|
|
Total
|
$
|
35
|
|
|
$
|
31
|
|
|
$
|
85
|
|
|
$
|
71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Loss
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
(In millions)
|
Mortgage Servicing segment
|
$
|
(21
|
)
|
|
$
|
(43
|
)
|
|
$
|
(27
|
)
|
|
$
|
(77
|
)
|
Mortgage Production segment
|
(14
|
)
|
|
(7
|
)
|
|
(30
|
)
|
|
(15
|
)
|
Other
|
(1
|
)
|
|
(25
|
)
|
|
(5
|
)
|
|
(60
|
)
|
Total
|
$
|
(36
|
)
|
|
$
|
(75
|
)
|
|
$
|
(62
|
)
|
|
$
|
(152
|
)
|