FORT WASHINGTON, Pa.,
Nov. 9, 2017 /PRNewswire/ -- Walter Investment Management
Corp. (NYSE: WAC.BC) today announced a GAAP net loss for the
quarter ended September 30, 2017 of $124.1 million, or $3.38 per share, as compared to a GAAP net loss
of $213.3 million, or $5.90 per share for the quarter ended
September 30, 2016. The current quarter net loss included
non-cash fair value charges of $70.5
million due to changes in valuation inputs and other
assumptions. Adjusted Loss was $31.5
million and Adjusted EBITDA ("AEBITDA") was $44.7 million in the current quarter as compared
to Adjusted Loss of $22.2 million and
AEBITDA of $93.8 million in the prior
year quarter.
Anthony Renzi, Chief Executive
Officer and President of Walter, said, "During the quarter, we
remained focused on strengthening our core businesses of
originating and servicing Fannie, Freddie
and Ginnie Mae loans under the Ditech Financial brand and
servicing reverse loans, while pursuing opportunities to maximize
results in our legacy businesses. We are working to increase
productivity and efficiency across the Company. As part of these
efforts, we have made meaningful progress consolidating our core
business footprint, including making tough decisions to close
locations. Our strong and dedicated team is committed to
continuously improving the client experience and our first priority
is always listening, learning and caring for our customers. Looking
ahead, we plan to build on our commitment of enabling the dream of
homeownership for our customers and caring for them throughout
their homeownership journey. We are confident that our 'front to
back' process will continue to create great customer experiences
and repeat transactions, and help us be better positioned to
deliver consistent profitability in the future."
Mr. Renzi continued, "Our operating performance is improving in
many areas, and we are continuing our financial restructuring
efforts. As previously announced, we completed an important
step in our financial restructuring when we launched the
solicitation of certain of our creditors on November 6, 2017. We expect our business
operations to continue as normal during the execution phase of our
financial restructuring, and we expect to emerge from this process
as a stronger company that is better positioned to serve our
customers."
Third Quarter 2017 Financial and Operating Overview
Total revenue for the third quarter of 2017 was $176.6 million, a decrease of $120.7 million as compared to the prior year
quarter, primarily due to decreases of $49.0
million in net gains on sales of loans, $46.6 million in net servicing revenue and fees,
$16.8 million in net fair value gains
on reverse loans and related HMBS obligations and $7.8 million in insurance revenue. The decrease
in net gains on sales of loans resulted from an overall lower
volume of locked loans and a shift in mix from the higher margin
consumer channel to the lower margin correspondent and wholesale
channels. The decrease in net servicing revenue and fees was
primarily driven by a $53.5 million
decline in servicing fees due to the reduction in our MSR portfolio
driven by MSR sales in 2016 and 2017 and continued runoff of the
servicing portfolio. This decrease was offset by a $13.1 million improvement in fair value changes
and increased level of sub-servicing. The fair value reduction due
to changes in valuation inputs and other assumptions was
$15.7 million higher in the prior
year quarter and the realization of expected cash flow charge was
lower by $28.8 million in the current
year quarter due in part to the MSR sales mentioned above. The
decrease in net fair value gains on reverse loans and related HMBS
obligations was primarily due to increased net non-cash fair value
losses resulting from valuation model assumption adjustments for
buyout loans and changes in market pricing during the third quarter
of 2017 as well as a decrease in cash generated by the origination,
purchase and securitization of HECMs resulting from overall lower
origination volumes due to our exit from the reverse mortgage
originations business, partially offset by a shift in mix from
lower margin new originations to higher margin tails. The decrease
in insurance revenue was due to the sale of the principal insurance
agency and substantially all of the insurance agency business
during the first quarter of 2017.
Total expenses for the third quarter of 2017 were $303.1 million, a decrease of $162.6 million as compared to the prior year
quarter, driven by $97.7 million in
goodwill impairment recorded during the third quarter of 2016 and a
decrease of $41.7 million in salaries
and benefits resulting primarily from a lower average headcount
driven by site closures and various organizational changes to the
scale and proficiency of the leadership team and support functions,
and our decision to exit the reverse mortgage originations business
as well as decreases related to a change in the commissions
structure, and decreases in bonus accruals, severance, overtime and
stock compensation expense related to increased forfeitures and
fewer grants during 2017.
Results for the Company's segments are presented below.
Servicing
Ditech serviced 1.7 million accounts with a UPB of $199.6 billion as of September 30, 2017.
During the quarter ended September 30, 2017, Ditech
experienced a net disappearance rate of 14.86%, a decrease of 2.82%
as compared to the prior year quarter.
The Servicing segment reported $69.3
million of pre-tax loss for the third quarter of 2017 as
compared to a pre-tax loss of $161.6
million in the prior year quarter. During the third quarter
of 2017, the segment generated revenue of $90.5 million, a $58.4
million decrease as compared to the prior year quarter,
primarily due to a decrease of $46.7
million in net servicing revenue and fees. The decrease in
net servicing revenue and fees primarily resulted from a
$53.6 million decline in servicing
fees due to the reduction in our MSR portfolio driven by MSR sales
in 2016 and 2017 and continued runoff of the portfolio. This
decrease was offset by $13.1 million
improvement in fair value changes and increased level of
sub-servicing. The fair value reduction due to changes in
valuation inputs and other assumptions was $15.7 million higher in the prior year quarter
and the realization of expected cash flow charge was lower by
$28.8 million in the current year
quarter due in part to the MSR sales mentioned above.
Total expenses in the Servicing segment for the third quarter of
2017 were $159.3 million, a decrease
of $150.4 million as compared to the
prior year quarter. This decrease was driven by $91.0 million in goodwill impairment recorded
during the third quarter of 2016. In addition, there were decreases
of $24.5 million in salaries and
benefits resulting primarily from a lower average headcount driven
by site closures, organizational changes and a shift from full-time
employees to outsourced services, $8.6
million in legal fees, $8.5
million in contractor and other costs related to the
implementation of MSP and business and outsourcing initiatives that
occurred in 2016, $8.4 million in
expense allocations, $5.1 million in
compensating interest due to the reduction in our MSR portfolio,
and $9.5 million in other cost
savings, offset in part by increases of $6.0
million in advance loss provision and $4.7 million in charges associated with default
servicing. Current quarter expenses included $11.8 million of interest expense and
$8.5 million of depreciation and
amortization.
The Servicing segment reported an Adjusted Loss of $13.1 million and AEBITDA of $30.7 million for the third quarter of 2017.
Adjusted Loss improved $15.6 million
as compared to the prior year quarter primarily due to lower
amortization of servicing rights in addition to lower expenses
partially offset by lower revenue as discussed above. AEBITDA
decreased $17.7 million as compared
to the prior year quarter primarily due to lower adjusted servicing
fees, insurance revenue and intersegment retention revenue, offset
in part by lower adjusted general and administrative expense and
salaries and benefits.
Originations
Ditech generated total pull-through adjusted locked volume of
$3.3 billion for the third quarter of
2017, a decrease of $2.5 billion as
compared to the prior year quarter. Funded loans in the current
quarter totaled $3.7 billion, a
decrease of $1.6 billion from the
prior year quarter. The combined direct margin in the current
quarter was 105 bps, consisting of a weighted average of 221 bps
direct margin in the consumer lending channel and 35 bps direct
margin in the correspondent and wholesale channels. The decrease in
combined direct margin of 4 bps from the prior year quarter was
primarily due to a higher direct expense margin, partially offset
by higher gain on sale of loans and fee income margins. The direct
expense margin increase was driven by higher compensation in the
consumer channel due to incentive plan changes and fixed headcount
costs, higher advertising expenses due to a shift in strategy
towards digital leads and higher interest expense due to higher
average interest rates on our warehouse financing facilities. These
were partially offset by lower intersegment expense as a result of
lower overall retention volume due to our smaller MSR portfolio.
The gain on sale of loans margin increased in part due to higher
margins in the consumer channel during the third quarter of 2017.
The Originations business delivered a recapture rate of 17% in the
current quarter.
The Originations segment reported $19.9
million of pre-tax income for the third quarter of 2017, a
decrease of $31.8 million from the
prior year quarter. During the third quarter of 2017, this segment
generated revenue of $81.3 million, a
decrease of $52.2 million from the
prior year quarter. Net gains on sales of loans decreased
$50.3 million as compared to the
prior year quarter, primarily due to an overall lower volume of
locked loans combined with a shift in mix from the higher margin
consumer channel to the lower margin correspondent and wholesale
channels.
Total expenses for the Originations segment for the third
quarter of 2017 were $61.4 million, a
decrease of $20.4 million compared to
the prior year quarter, driven by a $7.1
million decrease in intersegment retention expense primarily
as a result of lower overall retention volume due to our smaller
MSR portfolio and a $6.2 million
decrease in salaries in benefits driven by reduced commissions and
incentives due to lower originations volume and lower severance,
bonuses and overtime. Current quarter expenses included
$7.8 million of interest expense and
$0.6 million of depreciation and
amortization.
The Originations segment reported Adjusted Earnings of
$19.8 million and AEBITDA of
$18.1 million for the third quarter
of 2017, a decrease of $35.7 million
and $39.8 million, respectively, as
compared to the prior year quarter, due primarily to lower net
gains on sales of loans, partially offset by decreases in
intersegment retention expense and salaries and benefits.
Reverse Mortgage
The Reverse Mortgage segment serviced 109,153 accounts with a
UPB of $19.8 billion at
September 30, 2017. During the current quarter, the business
securitized $90.6 million of HECM
loans.
The Reverse Mortgage segment reported $24.9 million of pre-tax loss for the third
quarter of 2017 as compared to pre-tax loss of $23.0 million in the prior year quarter. During
the third quarter of 2017, this segment generated revenue of
$9.1 million, a decrease of
$17.9 million from the prior year
quarter. Net interest income on reverse loans and HMBS related
obligations increased $4.4 million
for the third quarter of 2017 as compared to the same period of
2016, primarily as a result of a decrease in HMBS related
obligations due to an increase in buyouts, partially offset by an
increase in nonperforming reverse loans, which generally have lower
interest rates than performing loans. Cash generated by the
origination, purchase and securitization of HECMs decreased
$2.4 million for the third quarter of
2017 as compared to the same period of 2016 primarily due to our
exit from the reverse mortgage originations business, partially
offset by a shift in mix from lower margin new originations to
higher margin tails. Net non-cash fair value losses increased by
$18.8 million for the third quarter
of 2017 as compared to the same period of 2016 due primarily to
valuation model assumption adjustments related to buyout loans and
changes in market pricing in the third quarter of 2017. Current
quarter revenues also included $6.5
million in net servicing revenue and fees and $0.8 million of other revenues.
Total expenses for the Reverse Mortgage segment for the third
quarter of 2017 were $34.0 million, a
decrease of $16.1 million from the
prior year quarter. The decrease in total expenses was driven by
$6.7 million in intangible assets
impairment charges recorded during the third quarter of 2016, a
$6.2 million decrease in salaries and
benefits due primarily to lower compensation and benefits, bonuses,
commissions and overtime as a result of lower origination volume
and lower average headcount resulting from our decision to exit the
reverse mortgage originations business, and a $5.5 million decrease in general and
administrative expenses due primarily to lower advertising costs
due to our exit from the reverse mortgage originations business in
2017, lower contractor fees and lower corporate allocations.
Current quarter expenses included $6.4
million of interest expense and $0.6
million of depreciation and amortization.
The Reverse Mortgage segment reported an Adjusted Loss of
$5.1 million and AEBITDA of
$(4.1) million for the third quarter
of 2017, an improvement of $8.2
million and $6.9 million,
respectively, as compared to the prior year quarter, primarily due
to decreases in general and administrative expenses and salaries
and benefits.
Other Non-Reportable Segment
The Other Non-Reportable segment reported $49.3 million of pre-tax loss for the third
quarter of 2017, an increase in loss of $24.1 million as compared to the prior year
quarter resulting primarily from expenses related to our debt
restructuring initiative. Other net fair value gains were
$4.3 million for the third quarter of
2017 as compared to other net fair value losses of $2.7 million in the prior year quarter, driven by
improved default rate assumptions partially offset by a 32 bps
increase in the discount rate of mortgage loans related to
Non-Residual Trusts during the third quarter of 2017.
The Other non-reportable segment had an Adjusted Loss of
$33.1 million and AEBITDA of
$(0.1) million for the third quarter
of 2017 as compared to an Adjusted Loss of $35.7 million and AEBITDA of $(1.7) million in the prior year quarter.
Company Restructuring
As previously disclosed in our Current Report on Form 8-K dated
November 6, 2017, we commenced the
solicitation of votes to obtain acceptances for a prepackaged plan
of reorganization under chapter 11 of Title 11 of the United States
Code, which provides for the restructuring of our indebtedness
consisting of our 2013 Term Loan, Senior Notes and Convertible
Notes, as well as our outstanding common stock. As of November 6, 2017, the holders of more than 85% of
the Senior Notes and more than 95% of the 2013 Term Loans are party
to restructuring support agreements which require them to vote to
approve the prepackaged plan of reorganization. We intend to
commence a prepackaged chapter 11 case to implement the
restructuring following the conclusion of the solicitation and on
or before November 30, 2017. We intend to complete the
reorganization process on an expedited basis, contemplated to be
not later than January 31, 2018. Our
operating entities, including Ditech and RMS, are not expected to
file for chapter 11 and expect to continue their operations in the
ordinary course throughout the consummation of the restructuring,
although no assurance can be given that this will be the case.
In connection with the restructuring, the Company, Ditech and
RMS entered into a commitment letter with certain lenders regarding
the terms of the DIP warehouse facilities, which, if approved by
the Bankruptcy Court, will provide us with up to $1.9 billion in available warehouse financing.
Proceeds of the new warehouse facilities are intended to refinance
RMS's and Ditech's existing warehouse and servicer advance
facilities and to fund Ditech's and RMS' continued business
operations. Walter will guarantee Ditech's and RMS' obligations
under the DIP Warehouse Facilities.
About Walter Investment Management Corp.
Walter Investment Management Corp. is an independent originator
and servicer of mortgage loans and servicer of reverse mortgage
loans. Based in Fort Washington,
Pennsylvania, we have approximately 4,100 employees and
service a diverse loan portfolio. For more information about Walter
Investment Management Corp., please visit our website at
www.walterinvestment.com. The information on our website is not a
part of this release.
This press release and the accompanying reconciliations include
non-GAAP financial measures. For a description of these non-GAAP
financial measures, including the reasons management uses each
measure, and reconciliations of these non-GAAP financial measures
to the most directly comparable financial measures prepared in
accordance with GAAP, please see the reconciliations as well as
"Non-GAAP Financial Measures" at the end of this press release.
The terms "Walter Investment", "Walter", the "Company", "we",
"us", and "our" as used throughout this release refer to Walter
Investment Management Corp. and its consolidated subsidiaries. We
use certain acronyms and terms throughout this release that are
defined in the Glossary of Terms in Item 2. Management's Discussion
and Analysis of Financial Condition and Results of Operations in
our Annual Report on Form 10-K/A for the year ended
December 31, 2016, in our Quarterly Report on Form 10-Q/A for
the quarterly period ended March 31,
2017, and in our Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2017, and in our other filings
with the SEC.
Disclaimer and Cautionary Note Regarding Forward-Looking
Statements
Certain statements in this press release constitute
"forward-looking statements" within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. Statements
that are not historical fact are forward-looking statements.
Certain of these forward-looking statements can be identified by
the use of words such as "believes," "anticipates," "expects,"
"intends," "plans," "projects," "estimates," "assumes," "may,"
"should," "will," "seeks," "targets," or other similar expressions.
Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors, and our actual results,
performance or achievements could differ materially from future
results, performance or achievements expressed in these
forward-looking statements. These forward-looking statements are
based on our current beliefs, intentions and expectations. These
statements are not guarantees or indicative of future performance,
nor should any conclusions be drawn or assumptions be made as to
any potential outcome of any strategic review we conduct. Important
assumptions and other important factors that could cause actual
results to differ materially from those forward-looking statements
include, but are not limited to, those factors, risks and
uncertainties described below and in more detail under the caption
"Risk Factors" of our Annual Report on Form 10-K/A for the year
ended December 31, 2016, our Quarterly Report on Form 10-Q/A
for the quarterly period ended March 31,
2017, and our Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2017, and in our other filings
with the SEC.
In particular (but not by way of limitation), the following
important factors, risks and uncertainties could affect our future
results, performance and achievements and could cause actual
results, performance and achievements to differ materially from
those expressed in the forward-looking statements:
- risks and uncertainties relating to our proposed financial
restructuring, including: our ability to comply with the terms of
the RSAs, including completing various stages of the restructuring
within the dates specified by the RSAs; our ability to obtain
requisite support for the restructuring from various stakeholders;
our ability to maintain the listing of our common stock on the New
York Stock Exchange; our ability to successfully execute the
transactions contemplated by the RSAs, including implementation of
the Prepackaged Plan, without substantial disruption to the
business of, or a Chapter 11 bankruptcy filing by, one or more of
our primary operating or other subsidiaries; the effects of
disruption from the proposed restructuring making it more difficult
to maintain business, financing and operational relationships with
GSEs, regulators, government agencies, employees and major
customers; and our ability to continue as a going concern;
- risks and uncertainties relating to, or arising in connection
with, the restatement of financial statements included in the
amendments to our Annual Report on Form 10-K for the year ended
December 31, 2016 and our Quarterly
Reports on Form 10-Q for the quarterly periods ended June 30, 2016, September
30, 2016 and March 31, 2017,
including: reactions from our creditors, stockholders, or business
partners; and the impact and result of any litigation or regulatory
inquiries or investigations related to the findings of our
assessment or the restatement;
- our ability to operate our business in compliance with existing
and future laws, rules, regulations and contractual commitments
affecting our business, including those relating to the origination
and servicing of residential loans, default servicing and
foreclosure practices, the management of third-party assets and the
insurance industry, and changes to, and/or more stringent
enforcement of, such laws, rules, regulations and contracts;
- scrutiny of our industry by, and potential enforcement actions
by, federal and state authorities;
- the substantial resources (including senior management time and
attention) we devote to, and the significant compliance costs we
incur in connection with, regulatory compliance and regulatory
examinations and inquiries, and any consumer redress, fines,
penalties or similar payments we make in connection with resolving
such matters;
- uncertainties relating to interest curtailment obligations and
any related financial and litigation exposure (including exposure
relating to false claims);
- potential costs and uncertainties, including the effect on
future revenues, associated with and arising from litigation,
regulatory investigations and other legal proceedings, and
uncertainties relating to the reaction of our key counterparties to
the announcement of any such matters;
- our dependence on U.S. GSEs and agencies (especially Fannie
Mae, Freddie Mac and Ginnie Mae) and
their residential loan programs and our ability to maintain
relationships with, and remain qualified to participate in programs
sponsored by, such entities, our ability to satisfy various
existing or future GSE, agency and other capital, net worth,
liquidity and other financial requirements applicable to our
business, and our ability to remain qualified as a GSE and agency
approved seller, servicer or component servicer, including the
ability to continue to comply with the GSEs' and agencies'
respective residential loan selling and servicing guides;
- uncertainties relating to the status and future role of GSEs
and agencies, and the effects of any changes to the origination
and/or servicing requirements of the GSEs, agencies or various
regulatory authorities or the servicing compensation structure for
mortgage servicers pursuant to programs of GSEs, agencies or
various regulatory authorities;
- our ability to maintain our loan servicing, loan origination or
collection agency licenses, or any other licenses necessary to
operate our businesses, or changes to, or our ability to comply
with, our licensing requirements;
- our ability to comply with the terms of the stipulated orders
resolving allegations arising from an FTC and CFPB investigation of
Ditech Financial and a CFPB investigation of RMS;
- operational risks inherent in the mortgage servicing and
mortgage originations businesses, including our ability to comply
with the various contracts to which we are a party, and
reputational risks;
- risks related to the significant amount of senior management
turnover and employee reductions recently experienced by us;
- risks related to our substantial levels of indebtedness,
including our ability to comply with covenants contained in our
debt agreements or obtain any necessary waivers or amendments,
generate sufficient cash to service such indebtedness and refinance
such indebtedness on favorable terms, or at all, as well as our
ability to incur substantially more debt;
- our ability to renew advance financing facilities or warehouse
facilities on favorable terms, or at all, and maintain adequate
borrowing capacity under such facilities;
- our ability to maintain or grow our residential loan servicing
or subservicing business and our mortgage loan originations
business;
- our ability to achieve our strategic initiatives, particularly
our ability to: increase the mix of our fee-for-service business,
including by entering into new subservicing arrangements; improve
servicing performance; successfully develop our originations
capabilities in the consumer and wholesale lending channels;
effectuate a satisfactory debt restructuring; and execute and
realize planned operational improvements and efficiencies,
including those relating to our core and non-core framework;
- the success of our business strategy in returning us to
sustained profitability;
- changes in prepayment rates and delinquency rates on the loans
we service or subservice;
- the ability of Fannie Mae, Freddie Mac and Ginnie Mae, as well as our other clients and
credit owners, to transfer or otherwise terminate our servicing or
subservicing rights, with or without cause;
- a downgrade of, or other adverse change relating to, or our
ability to improve, our servicer ratings or credit ratings;
- our ability to collect reimbursements for servicing advances
and earn and timely receive incentive payments and ancillary fees
on our servicing portfolio;
- our ability to collect indemnification payments and enforce
repurchase obligations relating to mortgage loans we purchase from
our correspondent clients and our ability to collect in a timely
manner indemnification payments relating to servicing rights we
purchase from prior servicers;
- local, regional, national and global economic trends and
developments in general, and local, regional and national real
estate and residential mortgage market trends in particular,
including the volume and pricing of home sales and uncertainty
regarding the levels of mortgage originations and prepayments;
- uncertainty as to the volume of originations activity we can
achieve and the effects of the expiration of HARP, which is
scheduled to occur on December 31,
2018, including uncertainty as to the number of
"in-the-money" accounts we may be able to refinance and uncertainty
as to what type of product or government program will be
introduced, if any, to replace HARP;
- risks associated with the reverse mortgage business, including
changes to reverse mortgage programs operated by FHA, HUD or
Ginnie Mae, our ability to
accurately estimate interest curtailment liabilities, our ability
to fund HECM repurchase obligations, our ability to fund principal
additions on our HECM loans, and our ability to securitize our HECM
tails;
- our ability to realize all anticipated benefits of past,
pending or potential future acquisitions or joint venture
investments;
- the effects of competition on our existing and potential future
business, including the impact of competitors with greater
financial resources and broader scopes of operation;
- changes in interest rates and the effectiveness of any hedge we
may employ against such changes;
- risks and potential costs associated with technology and
cybersecurity, including: the risks of technology failures and of
cyber-attacks against us or our vendors; our ability to adequately
respond to actual or alleged cyber-attacks; and our ability to
implement adequate internal security measures and protect
confidential borrower information;
- risks and potential costs associated with the implementation of
new or more current technology, such as MSP, the use of vendors
(including offshore vendors) or the transfer of our servers or
other infrastructure to new data center facilities;
- our ability to comply with evolving and complex accounting
rules, many of which involve significant judgment and
assumptions;
- risks related to our deferred tax assets, including the risk of
an "ownership change" under Section 382 of the Code;
- our ability to regain and maintain compliance with the
continued listing requirements of the NYSE, and risks arising from
the potential suspension of trading of our common stock on, and
delisting of our common stock from, the NYSE;
- our ability to continue as a going concern;
- uncertainties regarding impairment charges relating to our
goodwill or other intangible assets;
- risks associated with one or more material weaknesses
identified in our internal controls over financial reporting,
including the timing, expense and effectiveness of our remediation
plans;
- our ability to implement and maintain effective internal
controls over financial reporting and disclosure controls and
procedures;
- our ability to manage potential conflicts of interest relating
to our relationship with WCO; and
- risks related to our relationship with Walter Energy and
uncertainties arising from or relating to its bankruptcy filings
and liquidation proceedings, including potential liability for any
taxes, interest and/or penalties owed by the Walter Energy
consolidated group for the full or partial tax years during which
certain of our former subsidiaries were a part of such consolidated
group and certain other tax risks allocated to us in connection
with our spin-off from Walter Energy.
All of the above factors, risks and uncertainties are difficult
to predict, contain uncertainties that may materially affect actual
results and may be beyond our control. New factors, risks and
uncertainties emerge from time to time, and it is not possible for
our management to predict all such factors, risks and
uncertainties.
Although we believe that the assumptions underlying the
forward-looking statements (including those relating to our
outlook) contained herein are reasonable, any of the assumptions
could be inaccurate, and therefore any of these statements included
herein may prove to be inaccurate. In light of the significant
uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as
a representation by us or any other person that the results or
conditions described in such statements or our objectives and plans
will be achieved. We make no commitment to revise or update any
forward-looking statements in order to reflect events or
circumstances after the date any such statement is made, except as
otherwise required under the federal securities laws. If we were in
any particular instance to update or correct a forward-looking
statement, investors and others should not conclude that we would
make additional updates or corrections thereafter except as
otherwise required under the federal securities laws.
In addition, this release may contain statements of opinion or
belief concerning market conditions and similar matters. In certain
instances, those opinions and beliefs could be based upon general
observations by members of our management, anecdotal evidence
and/or our experience in the conduct of our business, without
specific investigation or statistical analyses. Therefore, while
such statements reflect our view of the industries and markets in
which we are involved, they should not be viewed as reflecting
verifiable views and such views may not be shared by all who are
involved in those industries or markets.
Walter Investment
Management Corp. and Subsidiaries
Consolidated
Statements of Comprehensive Loss
(Unaudited)
(in thousands,
except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three
Months
Ended September 30,
|
|
For the Nine
Months
Ended September 30,
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
REVENUES
|
|
|
|
|
|
|
|
|
Net servicing revenue
and fees
|
|
$
|
65,029
|
|
|
$
|
111,629
|
|
|
$
|
269,537
|
|
|
$
|
37,803
|
|
Net gains on sales of
loans
|
|
73,013
|
|
|
122,014
|
|
|
217,914
|
|
|
306,667
|
|
Net fair value gains
on reverse loans and related HMBS obligations
|
|
1,810
|
|
|
18,627
|
|
|
24,384
|
|
|
61,485
|
|
Interest income on
loans
|
|
9,802
|
|
|
11,332
|
|
|
31,271
|
|
|
35,352
|
|
Insurance
revenue
|
|
2,236
|
|
|
10,000
|
|
|
9,826
|
|
|
31,644
|
|
Other
revenues
|
|
24,754
|
|
|
23,728
|
|
|
77,784
|
|
|
78,623
|
|
Total
revenues
|
|
176,644
|
|
|
297,330
|
|
|
630,716
|
|
|
551,574
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
General and
administrative
|
|
137,614
|
|
|
151,792
|
|
|
386,785
|
|
|
417,174
|
|
Salaries and
benefits
|
|
91,544
|
|
|
133,199
|
|
|
300,572
|
|
|
399,519
|
|
Interest
expense
|
|
61,671
|
|
|
65,302
|
|
|
182,965
|
|
|
193,950
|
|
Depreciation and
amortization
|
|
9,741
|
|
|
16,580
|
|
|
30,715
|
|
|
45,543
|
|
Goodwill and
intangible assets impairment
|
|
—
|
|
|
97,716
|
|
|
—
|
|
|
313,128
|
|
Other expenses,
net
|
|
2,576
|
|
|
1,206
|
|
|
8,413
|
|
|
5,609
|
|
Total
expenses
|
|
303,146
|
|
|
465,795
|
|
|
909,450
|
|
|
1,374,923
|
|
|
|
|
|
|
|
|
|
|
OTHER GAINS
(LOSSES)
|
|
|
|
|
|
|
|
|
Gain on sale of
business
|
|
—
|
|
|
—
|
|
|
67,734
|
|
|
—
|
|
Other net fair value
gains (losses)
|
|
3,783
|
|
|
(3,302)
|
|
|
761
|
|
|
(6,265)
|
|
Net gains (losses) on
extinguishment of debt
|
|
(959)
|
|
|
13,734
|
|
|
(1,668)
|
|
|
14,662
|
|
Other
|
|
—
|
|
|
(150)
|
|
|
—
|
|
|
(1,706)
|
|
Total other
gains
|
|
2,824
|
|
|
10,282
|
|
|
66,827
|
|
|
6,691
|
|
|
|
|
|
|
|
|
|
|
Loss before income
taxes
|
|
(123,678)
|
|
|
(158,183)
|
|
|
(211,907)
|
|
|
(816,658)
|
|
Income tax
expense
|
|
455
|
|
|
55,084
|
|
|
2,027
|
|
|
59,274
|
|
Net loss
|
|
$
|
(124,133)
|
|
|
$
|
(213,267)
|
|
|
$
|
(213,934)
|
|
|
$
|
(875,932)
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
loss
|
|
$
|
(124,035)
|
|
|
$
|
(213,281)
|
|
|
$
|
(213,858)
|
|
|
$
|
(875,905)
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(124,133)
|
|
|
$
|
(213,267)
|
|
|
$
|
(213,934)
|
|
|
$
|
(875,932)
|
|
Basic and diluted
loss per common and common equivalent share
|
|
$
|
(3.38)
|
|
|
$
|
(5.90)
|
|
|
$
|
(5.85)
|
|
|
$
|
(24.45)
|
|
Weighted-average
common and common equivalent shares outstanding
— basic and diluted
|
|
36,714
|
|
|
36,144
|
|
|
36,555
|
|
|
35,828
|
|
Walter Investment
Management Corp. and Subsidiaries
Consolidated
Balance Sheets
(in thousands,
except share and per share data)
|
|
|
|
|
|
|
|
September 30,
2017
|
|
December 31,
2016
|
|
|
(unaudited)
|
|
|
ASSETS
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
276,802
|
|
|
$
|
224,598
|
|
Restricted cash and
cash equivalents
|
|
359,420
|
|
|
204,463
|
|
Residential loans at
amortized cost, net (includes $6,371 and $5,167 in allowance for
loan
losses at September 30, 2017 and December 31, 2016,
respectively)
|
|
742,904
|
|
|
665,209
|
|
Residential loans at
fair value
|
|
11,377,492
|
|
|
12,416,542
|
|
Receivables, net
(includes $7,498 and $15,033 at fair value at September 30, 2017
and December 31, 2016, respectively)
|
|
151,398
|
|
|
267,962
|
|
Servicer and
protective advances, net (includes $156,561 and $146,781 in
allowance for
uncollectible advances at September 30, 2017 and December 31, 2016,
respectively)
|
|
850,867
|
|
|
1,195,380
|
|
Servicing rights, net
(includes $808,830 and $949,593 at fair value at September 30,
2017
and December 31, 2016,
respectively)
|
|
869,981
|
|
|
1,029,719
|
|
Goodwill
|
|
47,747
|
|
|
47,747
|
|
Intangible assets,
net
|
|
9,213
|
|
|
11,347
|
|
Premises and
equipment, net
|
|
58,210
|
|
|
82,628
|
|
Assets held for
sale
|
|
—
|
|
|
71,085
|
|
Other assets
(includes $36,215 and $87,937 at fair value at September 30, 2017
and December 31, 2016, respectively)
|
|
235,601
|
|
|
242,290
|
|
Total
assets
|
|
$
|
14,979,635
|
|
|
$
|
16,458,970
|
|
LIABILITIES AND
STOCKHOLDERS' DEFICIT
|
|
|
|
|
Payables and accrued
liabilities (includes $2,783 and $11,804 at fair value at
September
30, 2017 and December 31, 2016, respectively)
|
|
$
|
721,191
|
|
|
$
|
759,011
|
|
Servicer
payables
|
|
346,753
|
|
|
146,332
|
|
Servicing advance
liabilities
|
|
509,363
|
|
|
783,229
|
|
Warehouse
borrowings
|
|
1,178,320
|
|
|
1,203,355
|
|
Servicing rights
related liabilities at fair value
|
|
1,565
|
|
|
1,902
|
|
Corporate
debt
|
|
2,022,639
|
|
|
2,129,000
|
|
Mortgage-backed debt
(includes $436,921 and $514,025 at fair value at September 30,
2017 and December 31, 2016, respectively)
|
|
832,897
|
|
|
943,956
|
|
HMBS related
obligations at fair value
|
|
9,598,234
|
|
|
10,509,449
|
|
Deferred tax
liabilities, net
|
|
4,907
|
|
|
4,774
|
|
Liabilities held for
sale
|
|
—
|
|
|
2,402
|
|
Total
liabilities
|
|
15,215,869
|
|
|
16,483,410
|
|
Stockholders'
deficit:
|
|
|
|
|
Preferred stock,
$0.01 par value per share:
|
|
|
|
|
Authorized -
10,000,000 shares
|
|
|
|
|
Issued and
outstanding - 0 shares at September 30, 2017 and December 31,
2016
|
|
—
|
|
|
—
|
|
Common stock, $0.01
par value per share:
|
|
|
|
|
Authorized -
90,000,000 shares
|
|
|
|
|
Issued and
outstanding - 37,373,551 and 36,391,129 shares at September 30,
2017
and December 31, 2016, respectively
|
|
366
|
|
|
364
|
|
Additional paid-in
capital
|
|
598,129
|
|
|
596,067
|
|
Accumulated
deficit
|
|
(835,738)
|
|
|
(621,804)
|
|
Accumulated other
comprehensive income
|
|
1,009
|
|
|
933
|
|
Total stockholders'
deficit
|
|
(236,234)
|
|
|
(24,440)
|
|
Total liabilities and
stockholders' deficit
|
|
$
|
14,979,635
|
|
|
$
|
16,458,970
|
|
Non-GAAP Financial Measures
We manage our company in three reportable segments: Servicing,
Originations and Reverse Mortgage. We evaluate the performance of
our business segments through the following measures: income (loss)
before income taxes, Adjusted Earnings (Loss), and Adjusted EBITDA.
Management considers Adjusted Earnings (Loss) and Adjusted EBITDA,
both non-GAAP financial measures, to be important in the evaluation
of our business segments and of the company as a whole, as well as
for allocating capital resources to our segments. Adjusted Earnings
(Loss) and Adjusted EBITDA are supplemental metrics utilized by
management to assess the underlying key drivers and operational
performance of the continuing operations of the business. In
addition, analysts, investors, and creditors may use these measures
when analyzing our operating performance. Adjusted Earnings (Loss)
and Adjusted EBITDA are not presentations made in accordance with
GAAP and our use of these measures and terms may vary from other
companies in our industry.
Adjusted Earnings (Loss) is defined as income (loss) before
income taxes, plus changes in fair value due to changes in
valuation inputs and other assumptions; goodwill and intangible
assets impairment, if any; a portion of the provision for
curtailment expense, net of expected third-party recoveries, if
applicable; share-based compensation expense or benefit; non-cash
interest expense; exit costs; estimated settlements and costs for
certain legal and regulatory matters; fair value to cash
adjustments for reverse loans; and select other cash and non-cash
adjustments primarily including severance, gain or loss on
extinguishment of corporate debt, the net impact of the
Non-Residual Trusts, transaction and integration costs, and certain
non-recurring costs, as applicable. Adjusted Earnings (Loss)
excludes unrealized changes in fair value of MSR that are based on
projections of expected future cash flows and prepayments. Adjusted
Earnings (Loss) includes both cash and non-cash gains from mortgage
loan origination activities. Non-cash gains are net of non-cash
charges or reserves provided. Adjusted Earnings (Loss) includes
cash generated from reverse mortgage origination activities for the
period in which we were originating reverse mortgages. Adjusted
Earnings (Loss) may from time to time also include other
adjustments, as applicable based upon facts and circumstances,
consistent with the intent of providing investors with a
supplemental means of evaluating our operating performance.
We revised our method of calculating Adjusted Earnings (Loss)
beginning with the Annual Report on Form 10-K/A for the fiscal year
ended December 31, 2016 to eliminate adjustments for the
step-up depreciation and amortization, which represents
depreciation and amortization costs related to the increased basis
in assets (including servicing rights and subservicing contracts)
acquired within business combination transactions. Prior period
amounts have been adjusted to reflect this revision.
Adjusted EBITDA eliminates the effects of financing, income
taxes and depreciation and amortization. Adjusted EBITDA is defined
as income (loss) before income taxes, plus amortization of
servicing rights and other fair value adjustments; interest expense
on corporate debt; depreciation and amortization; goodwill and
intangible assets impairment, if any; a portion of the provision
for curtailment expense, net of expected third-party recoveries, if
applicable; share-based compensation expense or benefit; exit
costs; estimated settlements and costs for certain legal and
regulatory matters; fair value to cash adjustments for reverse
loans; select other cash and non-cash adjustments primarily the net
provision for the repurchase of loans sold, non-cash interest
income, severance, gain or loss on extinguishment of corporate
debt, interest income on unrestricted cash and cash equivalents,
the net impact of the Non-Residual Trusts, the provision for loan
losses, Residual Trust cash flows, transaction and integration
costs, servicing fee economics, and certain non-recurring costs, as
applicable. Adjusted EBITDA includes both cash and non-cash gains
from mortgage loan origination activities. Adjusted EBITDA excludes
the impact of fair value option accounting on certain assets and
liabilities and includes cash generated from reverse mortgage
origination activities for the period in which we were originating
reverse mortgages. Adjusted EBITDA may also include other
adjustments, as applicable based upon facts and circumstances,
consistent with the intent of providing investors a supplemental
means of evaluating our operating performance.
Adjusted Earnings (Loss) and Adjusted EBITDA should not be
considered as alternatives to (i) net income (loss) or any other
performance measures determined in accordance with GAAP or (ii)
operating cash flows determined in accordance with GAAP. Adjusted
Earnings (Loss) and Adjusted EBITDA have important limitations as
analytical tools, and should not be considered in isolation or as
substitutes for analysis of our results as reported under GAAP.
Some of the limitations of these metrics are:
- Adjusted Earnings (Loss) and Adjusted EBITDA do not reflect
cash expenditures for long-term assets and other items that have
been and will be incurred, future requirements for capital
expenditures or contractual commitments;
- Adjusted Earnings (Loss) and Adjusted EBITDA do not reflect
changes in, or cash requirements for, our working capital
needs;
- Adjusted Earnings (Loss) and Adjusted EBITDA do not reflect
certain tax payments that represent reductions in cash available to
us;
- Adjusted Earnings (Loss) and Adjusted EBITDA do not reflect any
cash requirements for the assets being depreciated and amortized
that may have to be replaced in the future;
- Adjusted Earnings (Loss) and Adjusted EBITDA do not reflect
non-cash compensation that is and will remain a key element of our
overall long-term incentive compensation package;
- Adjusted Earnings (Loss) and Adjusted EBITDA do not reflect the
change in fair value due to changes in valuation inputs and other
assumptions;
- Adjusted EBITDA does not reflect the change in fair value
resulting from the realization of expected cash flows; and
- Adjusted EBITDA does not reflect the significant interest
expense or the cash requirements necessary to service interest or
principal payments on our servicing rights related liabilities and
corporate debt, although it does reflect interest expense
associated with our servicing advance liabilities, master
repurchase agreements, mortgage-backed debt, and HMBS related
obligations.
Because of these limitations, Adjusted Earnings (Loss) and
Adjusted EBITDA should not be considered as measures of
discretionary cash available to us to invest in the growth of our
business. We compensate for these limitations by relying primarily
on our GAAP results and using Adjusted Earnings (Loss) and Adjusted
EBITDA only as supplements. Users of our financial statements are
cautioned not to place undue reliance on Adjusted Earnings (Loss)
and Adjusted EBITDA.
Walter Investment
Management Corp.
Segment Results of
Operations and Non-GAAP Financial Measures
For the Three
Months Ended September 30, 2017
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing
|
|
Originations
|
|
Reverse
Mortgage
|
|
Other
|
|
Eliminations
|
|
Total
Consolidated
|
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
Net servicing revenue
and fees
|
|
$
|
60,793
|
|
|
$
|
—
|
|
|
$
|
6,452
|
|
|
$
|
—
|
|
|
$
|
(2,216)
|
|
|
$
|
65,029
|
|
Net gains (losses) on
sales of loans
|
|
(571)
|
|
|
73,025
|
|
|
—
|
|
|
—
|
|
|
559
|
|
|
73,013
|
|
Net fair value gains
on reverse loans and
related HMBS obligations
|
|
—
|
|
|
—
|
|
|
1,810
|
|
|
—
|
|
|
—
|
|
|
1,810
|
|
Interest income on
loans
|
|
9,790
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,802
|
|
Insurance
revenue
|
|
2,236
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,236
|
|
Other
revenues
|
|
18,260
|
|
|
8,231
|
|
|
821
|
|
|
181
|
|
|
(2,739)
|
|
|
24,754
|
|
Total
revenues
|
|
90,508
|
|
|
81,268
|
|
|
9,083
|
|
|
181
|
|
|
(4,396)
|
|
|
176,644
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
11,769
|
|
|
7,831
|
|
|
6,431
|
|
|
35,640
|
|
|
—
|
|
|
61,671
|
|
Depreciation and
amortization
|
|
8,477
|
|
|
645
|
|
|
619
|
|
|
—
|
|
|
—
|
|
|
9,741
|
|
Other expenses,
net
|
|
139,048
|
|
|
52,924
|
|
|
26,933
|
|
|
17,225
|
|
|
(4,396)
|
|
|
231,734
|
|
Total
expenses
|
|
159,294
|
|
|
61,400
|
|
|
33,983
|
|
|
52,865
|
|
|
(4,396)
|
|
|
303,146
|
|
OTHER GAINS
(LOSSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of
business
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other net fair value
gains (losses)
|
|
(556)
|
|
|
—
|
|
|
—
|
|
|
4,339
|
|
|
—
|
|
|
3,783
|
|
Net loss on
extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(959)
|
|
|
—
|
|
|
(959)
|
|
Total other income
(losses)
|
|
(556)
|
|
|
—
|
|
|
—
|
|
|
3,380
|
|
|
—
|
|
|
2,824
|
|
Income (loss)
before income taxes
|
|
(69,342)
|
|
|
19,868
|
|
|
(24,900)
|
|
|
(49,304)
|
|
|
—
|
|
|
(123,678)
|
|
Adjustments to income
(loss) before income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in fair value
due to changes in valuation inputs and other assumptions
|
|
51,011
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,011
|
|
Fair value to cash
adjustment for reverse loans
|
|
—
|
|
|
—
|
|
|
19,480
|
|
|
—
|
|
|
—
|
|
|
19,480
|
|
Transaction and
integration costs
|
|
524
|
|
|
—
|
|
|
—
|
|
|
15,569
|
|
|
—
|
|
|
16,093
|
|
Exit costs
|
|
418
|
|
|
110
|
|
|
112
|
|
|
28
|
|
|
—
|
|
|
668
|
|
Non-cash interest
expense
|
|
710
|
|
|
—
|
|
|
—
|
|
|
2,812
|
|
|
—
|
|
|
3,522
|
|
Share-based
compensation expense
|
|
480
|
|
|
174
|
|
|
139
|
|
|
—
|
|
|
—
|
|
|
793
|
|
Other
|
|
3,090
|
|
|
(394)
|
|
|
97
|
|
|
(2,178)
|
|
|
—
|
|
|
615
|
|
Total
adjustments
|
|
56,233
|
|
|
(110)
|
|
|
19,828
|
|
|
16,231
|
|
|
—
|
|
|
92,182
|
|
Adjusted Earnings
(Loss)
|
|
(13,109)
|
|
|
19,758
|
|
|
(5,072)
|
|
|
(33,073)
|
|
|
—
|
|
|
(31,496)
|
|
EBITDA
adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of
servicing rights and other fair value adjustments
|
|
35,911
|
|
|
—
|
|
|
366
|
|
|
—
|
|
|
—
|
|
|
36,277
|
|
Interest expense on
debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,828
|
|
|
—
|
|
|
32,828
|
|
Depreciation and
amortization
|
|
8,477
|
|
|
645
|
|
|
619
|
|
|
—
|
|
|
—
|
|
|
9,741
|
|
Other
|
|
(549)
|
|
|
(2,287)
|
|
|
33
|
|
|
136
|
|
|
—
|
|
|
(2,667)
|
|
Total
adjustments
|
|
43,839
|
|
|
(1,642)
|
|
|
1,018
|
|
|
32,964
|
|
|
—
|
|
|
76,179
|
|
Adjusted
EBITDA
|
|
$
|
30,730
|
|
|
$
|
18,116
|
|
|
$
|
(4,054)
|
|
|
$
|
(109)
|
|
|
$
|
—
|
|
|
$
|
44,683
|
|
Walter Investment
Management Corp.
Segment Results of
Operations and Non-GAAP Financial Measures
For the Three
Months Ended September 30, 2016
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing
|
|
Originations
|
|
Reverse
Mortgage
|
|
Other
|
|
Eliminations
|
|
Total
Consolidated
|
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
Net servicing revenue
and fees
|
|
$
|
107,473
|
|
|
$
|
—
|
|
|
$
|
7,155
|
|
|
$
|
—
|
|
|
$
|
(2,999)
|
|
|
$
|
111,629
|
|
Net gains (losses) on
sales of loans
|
|
(2,271)
|
|
|
123,285
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|
122,014
|
|
Net fair value gains
on reverse loans and
related HMBS obligations
|
|
—
|
|
|
—
|
|
|
18,627
|
|
|
—
|
|
|
—
|
|
|
18,627
|
|
Interest income on
loans
|
|
11,320
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,332
|
|
Insurance
revenue
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
Other
revenues
|
|
22,351
|
|
|
10,143
|
|
|
1,241
|
|
|
(194)
|
|
|
(9,813)
|
|
|
23,728
|
|
Total
revenues
|
|
148,873
|
|
|
133,440
|
|
|
27,023
|
|
|
(194)
|
|
|
(11,812)
|
|
|
297,330
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
16,657
|
|
|
8,718
|
|
|
2,941
|
|
|
36,986
|
|
|
—
|
|
|
65,302
|
|
Depreciation and
amortization
|
|
12,322
|
|
|
2,341
|
|
|
1,917
|
|
|
—
|
|
|
—
|
|
|
16,580
|
|
Goodwill and
intangible assets impairment
|
|
90,981
|
|
|
—
|
|
|
6,735
|
|
|
—
|
|
|
—
|
|
|
97,716
|
|
Other expenses,
net
|
|
189,700
|
|
|
70,709
|
|
|
38,453
|
|
|
(853)
|
|
|
(11,812)
|
|
|
286,197
|
|
Total
expenses
|
|
309,660
|
|
|
81,768
|
|
|
50,046
|
|
|
36,133
|
|
|
(11,812)
|
|
|
465,795
|
|
OTHER GAINS
(LOSSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other net fair value
losses
|
|
(644)
|
|
|
—
|
|
|
—
|
|
|
(2,658)
|
|
|
—
|
|
|
(3,302)
|
|
Net gain on
extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,734
|
|
|
—
|
|
|
13,734
|
|
Other
|
|
(150)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150)
|
|
Total other income
(losses)
|
|
(794)
|
|
|
—
|
|
|
—
|
|
|
11,076
|
|
|
—
|
|
|
10,282
|
|
Income (loss)
before income taxes
|
|
(161,581)
|
|
|
51,672
|
|
|
(23,023)
|
|
|
(25,251)
|
|
|
—
|
|
|
(158,183)
|
|
Adjustments to income
(loss) before income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in fair value
due to changes in valuation inputs and other assumptions
|
|
26,672
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,672
|
|
Fair value to cash
adjustment for reverse loans
|
|
—
|
|
|
—
|
|
|
690
|
|
|
—
|
|
|
—
|
|
|
690
|
|
Transaction and
integration costs
|
|
2,013
|
|
|
—
|
|
|
—
|
|
|
880
|
|
|
—
|
|
|
2,893
|
|
Exit costs
|
|
1,396
|
|
|
(16)
|
|
|
160
|
|
|
1,102
|
|
|
—
|
|
|
2,642
|
|
Non-cash interest
expense
|
|
829
|
|
|
—
|
|
|
—
|
|
|
2,835
|
|
|
—
|
|
|
3,664
|
|
Share-based
compensation expense
|
|
1,178
|
|
|
357
|
|
|
157
|
|
|
259
|
|
|
—
|
|
|
1,951
|
|
Goodwill and
intangible assets impairment
|
|
90,981
|
|
|
—
|
|
|
6,735
|
|
|
—
|
|
|
—
|
|
|
97,716
|
|
Other
|
|
9,829
|
|
|
3,488
|
|
|
1,961
|
|
|
(15,546)
|
|
|
—
|
|
|
(268)
|
|
Total
adjustments
|
|
132,898
|
|
|
3,829
|
|
|
9,703
|
|
|
(10,470)
|
|
|
—
|
|
|
135,960
|
|
Adjusted Earnings
(Loss) (1)
|
|
(28,683)
|
|
|
55,501
|
|
|
(13,320)
|
|
|
(35,721)
|
|
|
—
|
|
|
(22,223)
|
|
EBITDA
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of
servicing rights and other fair value adjustments
|
|
65,505
|
|
|
—
|
|
|
432
|
|
|
—
|
|
|
—
|
|
|
65,937
|
|
Interest expense on
debt
|
|
1,518
|
|
|
—
|
|
|
—
|
|
|
34,152
|
|
|
—
|
|
|
35,670
|
|
Depreciation and
amortization
|
|
12,322
|
|
|
2,341
|
|
|
1,917
|
|
|
—
|
|
|
—
|
|
|
16,580
|
|
Other
|
|
(2,215)
|
|
|
119
|
|
|
32
|
|
|
(146)
|
|
|
—
|
|
|
(2,210)
|
|
Total
adjustments
|
|
77,130
|
|
|
2,460
|
|
|
2,381
|
|
|
34,006
|
|
|
—
|
|
|
115,977
|
|
Adjusted
EBITDA
|
|
$
|
48,447
|
|
|
$
|
57,961
|
|
|
$
|
(10,939)
|
|
|
$
|
(1,715)
|
|
|
$
|
—
|
|
|
$
|
93,754
|
|
|
|
|
|
|
|
|
|
(1) We
revised our method of calculating Adjusted Earnings (Loss)
beginning with the Annual Report on Form 10-K for the fiscal year
ended December 31, 2016 to eliminate adjustments for step-up
depreciation and amortization, which represents depreciation and
amortization costs related to the increased basis in assets
(including servicing rights and subservicing contracts) acquired
within business combination transactions. Prior period amounts have
been adjusted to reflect this revision.
|
Walter Investment
Management Corp.
Segment Results of
Operations and Non-GAAP Financial Measures
For the Nine
Months Ended September 30, 2017
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing
|
|
Originations
|
|
Reverse
Mortgage
|
|
Other
|
|
Eliminations
|
|
Total
Consolidated
|
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
Net servicing revenue
and fees
|
|
$
|
255,982
|
|
|
$
|
—
|
|
|
$
|
21,043
|
|
|
$
|
—
|
|
|
$
|
(7,488)
|
|
|
$
|
269,537
|
|
Net gains (losses) on
sales of loans
|
|
(1,888)
|
|
|
217,639
|
|
|
—
|
|
|
—
|
|
|
2,163
|
|
|
217,914
|
|
Net fair value gains
on reverse loans and
related HMBS obligations
|
|
—
|
|
|
—
|
|
|
24,384
|
|
|
—
|
|
|
—
|
|
|
24,384
|
|
Interest income on
loans
|
|
31,235
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,271
|
|
Insurance
revenue
|
|
9,826
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,826
|
|
Other
revenues
|
|
60,559
|
|
|
24,921
|
|
|
1,558
|
|
|
891
|
|
|
(10,145)
|
|
|
77,784
|
|
Total
revenues
|
|
355,714
|
|
|
242,596
|
|
|
46,985
|
|
|
891
|
|
|
(15,470)
|
|
|
630,716
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
38,162
|
|
|
25,830
|
|
|
13,110
|
|
|
105,863
|
|
|
—
|
|
|
182,965
|
|
Depreciation and
amortization
|
|
25,861
|
|
|
2,316
|
|
|
2,538
|
|
|
—
|
|
|
—
|
|
|
30,715
|
|
Other expenses,
net
|
|
437,003
|
|
|
163,740
|
|
|
78,036
|
|
|
32,461
|
|
|
(15,470)
|
|
|
695,770
|
|
Total
expenses
|
|
501,026
|
|
|
191,886
|
|
|
93,684
|
|
|
138,324
|
|
|
(15,470)
|
|
|
909,450
|
|
OTHER GAINS
(LOSSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of
business
|
|
67,734
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67,734
|
|
Other net fair value
gains (losses)
|
|
(1,874)
|
|
|
—
|
|
|
—
|
|
|
2,635
|
|
|
—
|
|
|
761
|
|
Net loss on
extinguishment of debt
|
|
(709)
|
|
|
—
|
|
|
—
|
|
|
(959)
|
|
|
—
|
|
|
(1,668)
|
|
Total other
gains
|
|
65,151
|
|
|
—
|
|
|
—
|
|
|
1,676
|
|
|
—
|
|
|
66,827
|
|
Income (loss)
before income taxes
|
|
(80,161)
|
|
|
50,710
|
|
|
(46,699)
|
|
|
(135,757)
|
|
|
—
|
|
|
(211,907)
|
|
Adjustments to income
(loss) before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of
business
|
|
(67,734)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,734)
|
|
Changes in fair value
due to changes in
valuation inputs and other assumptions
|
|
91,425
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91,425
|
|
Fair value to cash
adjustment for reverse loans
|
|
—
|
|
|
—
|
|
|
34,858
|
|
|
—
|
|
|
—
|
|
|
34,858
|
|
Transaction and
integration costs
|
|
4,855
|
|
|
—
|
|
|
—
|
|
|
25,532
|
|
|
—
|
|
|
30,387
|
|
Exit costs
|
|
6,102
|
|
|
985
|
|
|
1,404
|
|
|
146
|
|
|
—
|
|
|
8,637
|
|
Non-cash interest
expense
|
|
2,245
|
|
|
—
|
|
|
—
|
|
|
8,225
|
|
|
—
|
|
|
10,470
|
|
Share-based
compensation expense
|
|
901
|
|
|
124
|
|
|
343
|
|
|
771
|
|
|
—
|
|
|
2,139
|
|
Other
|
|
6,133
|
|
|
333
|
|
|
271
|
|
|
2,690
|
|
|
—
|
|
|
9,427
|
|
Total
adjustments
|
|
43,927
|
|
|
1,442
|
|
|
36,876
|
|
|
37,364
|
|
|
—
|
|
|
119,609
|
|
Adjusted Earnings
(Loss)
|
|
(36,234)
|
|
|
52,152
|
|
|
(9,823)
|
|
|
(98,393)
|
|
|
—
|
|
|
(92,298)
|
|
EBITDA
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of
servicing rights and other
fair value adjustments
|
|
118,028
|
|
|
—
|
|
|
1,148
|
|
|
—
|
|
|
—
|
|
|
119,176
|
|
Interest expense on
debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97,638
|
|
|
—
|
|
|
97,638
|
|
Depreciation and
amortization
|
|
25,861
|
|
|
2,316
|
|
|
2,538
|
|
|
—
|
|
|
—
|
|
|
30,715
|
|
Other
|
|
(625)
|
|
|
(5,448)
|
|
|
88
|
|
|
28
|
|
|
—
|
|
|
(5,957)
|
|
Total
adjustments
|
|
143,264
|
|
|
(3,132)
|
|
|
3,774
|
|
|
97,666
|
|
|
—
|
|
|
241,572
|
|
Adjusted
EBITDA
|
|
$
|
107,030
|
|
|
$
|
49,020
|
|
|
$
|
(6,049)
|
|
|
$
|
(727)
|
|
|
$
|
—
|
|
|
$
|
149,274
|
|
Walter Investment
Management Corp.
Segment Results of
Operations and Non-GAAP Financial Measures
For the Nine
Months Ended September 30, 2016
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing
|
|
Originations
|
|
Reverse
Mortgage
|
|
Other
|
|
Eliminations
|
|
Total
Consolidated
|
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
Net servicing revenue
and fees
|
|
$
|
25,954
|
|
|
$
|
—
|
|
|
$
|
21,065
|
|
|
$
|
—
|
|
|
$
|
(9,216)
|
|
|
$
|
37,803
|
|
Net gains (losses) on
sales of loans
|
|
(7,998)
|
|
|
311,625
|
|
|
—
|
|
|
—
|
|
|
3,040
|
|
|
306,667
|
|
Net fair value gains
on reverse loans and
related HMBS obligations
|
|
—
|
|
|
—
|
|
|
61,485
|
|
|
—
|
|
|
—
|
|
|
61,485
|
|
Interest income on
loans
|
|
35,315
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,352
|
|
Insurance
revenue
|
|
31,644
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,644
|
|
Other
revenues
|
|
73,516
|
|
|
32,264
|
|
|
4,705
|
|
|
(119)
|
|
|
(31,743)
|
|
|
78,623
|
|
Total
revenues
|
|
158,431
|
|
|
343,926
|
|
|
87,255
|
|
|
(119)
|
|
|
(37,919)
|
|
|
551,574
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
53,549
|
|
|
24,729
|
|
|
6,870
|
|
|
108,802
|
|
|
—
|
|
|
193,950
|
|
Depreciation and
amortization
|
|
33,807
|
|
|
6,934
|
|
|
4,792
|
|
|
10
|
|
|
—
|
|
|
45,543
|
|
Goodwill and
intangible assets impairment
|
|
306,393
|
|
|
—
|
|
|
6,735
|
|
|
—
|
|
|
—
|
|
|
313,128
|
|
Other expenses,
net
|
|
537,510
|
|
|
198,575
|
|
|
112,774
|
|
|
11,362
|
|
|
(37,919)
|
|
|
822,302
|
|
Total
expenses
|
|
931,259
|
|
|
230,238
|
|
|
131,171
|
|
|
120,174
|
|
|
(37,919)
|
|
|
1,374,923
|
|
OTHER GAINS
(LOSSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other net fair value
losses
|
|
(418)
|
|
|
—
|
|
|
—
|
|
|
(5,847)
|
|
|
—
|
|
|
(6,265)
|
|
Net gain on
extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,662
|
|
|
—
|
|
|
14,662
|
|
Other
|
|
(682)
|
|
|
—
|
|
|
(1,024)
|
|
|
—
|
|
|
—
|
|
|
(1,706)
|
|
Total
other income (losses)
|
|
(1,100)
|
|
|
—
|
|
|
(1,024)
|
|
|
8,815
|
|
|
—
|
|
|
6,691
|
|
Income (loss)
before income taxes
|
|
(773,928)
|
|
|
113,688
|
|
|
(44,940)
|
|
|
(111,478)
|
|
|
—
|
|
|
(816,658)
|
|
Adjustments to income
(loss) before income
taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in fair value
due to changes in valuation inputs and other assumptions
|
|
385,826
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
385,826
|
|
Fair value to cash
adjustment for reverse loans
|
|
—
|
|
|
—
|
|
|
(2,507)
|
|
|
—
|
|
|
—
|
|
|
(2,507)
|
|
Transaction and
integration costs
|
|
2,383
|
|
|
—
|
|
|
—
|
|
|
3,366
|
|
|
—
|
|
|
5,749
|
|
Exit costs
|
|
7,403
|
|
|
2,083
|
|
|
567
|
|
|
1,329
|
|
|
—
|
|
|
11,382
|
|
Non-cash interest
expense
|
|
818
|
|
|
—
|
|
|
—
|
|
|
8,642
|
|
|
—
|
|
|
9,460
|
|
Share-based
compensation expense
|
|
5,119
|
|
|
590
|
|
|
1,080
|
|
|
867
|
|
|
—
|
|
|
7,656
|
|
Goodwill and
intangible assets impairment
|
|
306,393
|
|
|
—
|
|
|
6,735
|
|
|
—
|
|
|
—
|
|
|
313,128
|
|
Other
|
|
18,028
|
|
|
5,003
|
|
|
4,407
|
|
|
(8,036)
|
|
|
—
|
|
|
19,402
|
|
Total
adjustments
|
|
725,970
|
|
|
7,676
|
|
|
10,282
|
|
|
6,168
|
|
|
—
|
|
|
750,096
|
|
Adjusted Earnings
(Loss) (1)
|
|
(47,958)
|
|
|
121,364
|
|
|
(34,658)
|
|
|
(105,310)
|
|
|
—
|
|
|
(66,562)
|
|
EBITDA
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of
servicing rights and other fair value adjustments
|
|
199,735
|
|
|
—
|
|
|
1,338
|
|
|
—
|
|
|
—
|
|
|
201,073
|
|
Interest expense on
debt
|
|
5,504
|
|
|
—
|
|
|
—
|
|
|
100,161
|
|
|
—
|
|
|
105,665
|
|
Depreciation and
amortization
|
|
33,807
|
|
|
6,934
|
|
|
4,792
|
|
|
10
|
|
|
—
|
|
|
45,543
|
|
Other
|
|
(3,317)
|
|
|
(3,093)
|
|
|
86
|
|
|
201
|
|
|
—
|
|
|
(6,123)
|
|
Total
adjustments
|
|
235,729
|
|
|
3,841
|
|
|
6,216
|
|
|
100,372
|
|
|
—
|
|
|
346,158
|
|
Adjusted
EBITDA
|
|
$
|
187,771
|
|
|
$
|
125,205
|
|
|
$
|
(28,442)
|
|
|
$
|
(4,938)
|
|
|
$
|
—
|
|
|
$
|
279,596
|
|
|
(1) We
revised our method of calculating Adjusted Earnings (Loss)
beginning with the Annual Report on Form 10-K for the fiscal year
ended December 31, 2016 to eliminate adjustments for step-up
depreciation and amortization, which represents depreciation and
amortization costs related to the increased basis in assets
(including servicing rights and subservicing contracts) acquired
within business combination transactions. Prior period amounts have
been adjusted to reflect this revision.
|
Reconciliation of
GAAP Net Loss to
Non-GAAP Adjusted
Loss
(in
millions, except per share amounts)
|
|
|
|
|
|
|
|
For the Three
Months
Ended September 30,
|
|
For the Nine
Months
Ended September 30,
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Net loss
|
|
$
|
(124.1)
|
|
|
$
|
(213.3)
|
|
|
$
|
(213.9)
|
|
|
$
|
(875.9)
|
|
Income tax
expense
|
|
0.5
|
|
|
55.1
|
|
|
2.0
|
|
|
59.3
|
|
Loss before income
taxes
|
|
(123.6)
|
|
|
(158.2)
|
|
|
(211.9)
|
|
|
(816.6)
|
|
Adjustments to loss
before income taxes
|
|
|
|
|
|
|
|
|
Gain on sale of
business
|
|
—
|
|
|
—
|
|
|
(67.7)
|
|
|
—
|
|
Changes in fair value
due to changes in valuation inputs
and other assumptions (1)
|
|
51.0
|
|
|
26.7
|
|
|
91.4
|
|
|
385.8
|
|
Fair value to cash
adjustment for reverse loans (2)
|
|
19.5
|
|
|
0.7
|
|
|
34.9
|
|
|
(2.5)
|
|
Transaction and
integration costs (3)
|
|
16.1
|
|
|
2.9
|
|
|
30.4
|
|
|
5.7
|
|
Exit costs
(4)
|
|
0.7
|
|
|
2.6
|
|
|
8.6
|
|
|
11.4
|
|
Non-cash interest
expense
|
|
3.5
|
|
|
3.7
|
|
|
10.5
|
|
|
9.5
|
|
Share-based
compensation expense
|
|
0.8
|
|
|
2.0
|
|
|
2.1
|
|
|
7.7
|
|
Goodwill and
intangible assets impairment
|
|
—
|
|
|
97.7
|
|
|
—
|
|
|
313.1
|
|
Other
(5)
|
|
0.5
|
|
|
(0.3)
|
|
|
9.4
|
|
|
19.3
|
|
Total
adjustments
|
|
92.1
|
|
|
136.0
|
|
|
119.6
|
|
|
750.0
|
|
Adjusted
Loss
|
|
$
|
(31.5)
|
|
|
$
|
(22.2)
|
|
|
$
|
(92.3)
|
|
|
$
|
(66.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Consists of the change in fair value due to changes in valuation
inputs and other assumptions relating to servicing rights and
charged-off loans.
|
(2)
Represents the non-cash fair value adjustment to arrive at cash
generated from reverse mortgage origination activities.
|
(3)
Transaction and integration costs result primarily from our debt
restructuring initiative.
|
(4) Exit
costs include expenses related to the closing of offices and the
termination and replacement of certain employees as well as other
expenses
to institute efficiencies. Exit costs incurred for the three and
nine months ended September 30, 2017 include those relating to our
exit from the
consumer retail channel of the Originations segment, our exit from
the reverse mortgage originations business, and actions initiated
in 2015,
2016 and 2017 in connection with our continued efforts to enhance
efficiencies and streamline processes in the
organization.
|
(5)
Includes severance, costs associated with transforming the
business, the net impact of the Non-Residual Trusts and the gain or
loss from extinguishment of corporate debt.
|
Reconciliation of
GAAP Net Loss to
Non-GAAP
AEBITDA
(in
millions)
|
|
|
|
|
|
|
|
For the Three
Months
Ended September 30,
|
|
For the Nine
Months
Ended September 30,
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Net loss
|
|
$
|
(124.1)
|
|
|
$
|
(213.3)
|
|
|
$
|
(213.9)
|
|
|
$
|
(875.9)
|
|
Income tax
expense
|
|
0.5
|
|
|
55.1
|
|
|
2.0
|
|
|
59.3
|
|
Loss before income
taxes
|
|
(123.6)
|
|
|
(158.2)
|
|
|
(211.9)
|
|
|
(816.6)
|
|
EBITDA
Adjustments
|
|
|
|
|
|
|
|
|
Amortization of
servicing rights and other fair value
adjustments (1)
|
|
87.3
|
|
|
92.6
|
|
|
210.6
|
|
|
586.9
|
|
Interest
expense
|
|
36.4
|
|
|
39.3
|
|
|
108.1
|
|
|
115.1
|
|
Gain on sale of
business
|
|
—
|
|
|
—
|
|
|
(67.7)
|
|
|
—
|
|
Depreciation and
amortization
|
|
9.7
|
|
|
16.6
|
|
|
30.7
|
|
|
45.5
|
|
Fair value to cash
adjustment for reverse loans (2)
|
|
19.5
|
|
|
0.7
|
|
|
34.9
|
|
|
(2.5)
|
|
Transaction and
integration costs (3)
|
|
16.1
|
|
|
2.9
|
|
|
30.4
|
|
|
5.7
|
|
Exit costs
(4)
|
|
0.7
|
|
|
2.6
|
|
|
8.6
|
|
|
11.4
|
|
Share-based
compensation expense
|
|
0.8
|
|
|
2.0
|
|
|
2.1
|
|
|
7.7
|
|
Goodwill
impairment
|
|
—
|
|
|
97.7
|
|
|
—
|
|
|
313.1
|
|
Other
(5)
|
|
(2.2)
|
|
|
(2.4)
|
|
|
3.5
|
|
|
13.3
|
|
Total
adjustments
|
|
168.3
|
|
|
252.0
|
|
|
361.2
|
|
|
1,096.2
|
|
Adjusted
EBITDA
|
|
$
|
44.7
|
|
|
$
|
93.8
|
|
|
$
|
149.3
|
|
|
$
|
279.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Consists of the change in fair value due to changes in valuation
inputs and other assumptions relating to servicing rights and
charged-off loans as well as the amortization of servicing rights
and the realization of expected cash flows relating to servicing
rights carried at fair value.
|
(2)
Represents the non-cash fair value adjustment to arrive at cash
generated from reverse mortgage origination activities.
|
(3)
Transaction and integration costs result primarily from our debt
restructuring initiative.
|
(4) Exit
costs include expenses related to the closing of offices and the
termination and replacement of certain employees as well as other
expenses to institute efficiencies. Exit costs incurred for the
three and nine months ended September 30, 2017 include those
relating to our exit from the consumer retail channel of the
Originations segment, our exit from the reverse mortgage
originations business, and actions initiated in 2015, 2016 and 2017
in connection with our continued efforts to enhance efficiencies
and streamline processes in the organization.
|
(5)
Includes the net provision for the repurchase of loans sold,
non-cash interest income, severance, interest income on
unrestricted cash and cash equivalents, costs associated with
transforming the business, the net impact of the Non-Residual
Trusts, the gain or loss from extinguishment of corporate debt, the
provision for loan losses and Residual Trust cash flows.
|
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SOURCE Walter Investment Management Corp.