WALKER & DUNLOP, INC., 10-K filed on 2/24/2017
Annual Report
v3.6.0.2
Document and Entity Information - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2016
Jan. 31, 2017
Jun. 30, 2016
Document And Entity Information      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2016    
Document Fiscal Year Focus 2016    
Document Fiscal Period Focus FY    
Entity Current Reporting Status Yes    
Entity Registrant Name Walker & Dunlop, Inc.    
Entity Central Index Key 0001497770    
Current Fiscal Year End Date --12-31    
Entity Filer Category Large Accelerated Filer    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Public Float     $ 541.1
Entity Common Stock, Shares Outstanding   30,816,755  
v3.6.0.2
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Assets    
Cash and cash equivalents $ 118,756 $ 136,988
Restricted cash 9,861 5,306
Pledged securities, at fair value 84,850 72,190
Loans held for sale, at fair value 1,858,358 2,499,111
Loans held for investment, net 220,377 231,493
Servicing fees and other receivables, net 29,459 23,844
Derivative assets 61,824 11,678
Mortgage servicing rights 521,930 412,348
Goodwill and other intangible assets 97,372 91,488
Other assets 49,645 30,545
Total assets 3,052,432 3,514,991
Liabilities    
Accounts payable and other liabilities 93,211 67,684
Performance deposits from borrowers 10,480 5,112
Derivative liabilities 4,396 1,333
Guaranty obligation, net of accumulated amortization 32,292 27,570
Allowance for risk-sharing obligations 3,613 5,586
Deferred tax liabilities, net 139,020 101,425
Warehouse notes payable 1,990,183 2,649,470
Note payable 164,163 164,462
Total liabilities 2,437,358 3,022,642
Equity    
Preferred shares, 50,000 authorized, none issued.
Common stock, $0.01 par value. Authorized 200,000; issued and outstanding 29,551 shares at December 31, 2016 and 29,466 shares at December 31, 2015 296 295
Additional paid-in capital 228,889 215,575
Retained earnings 381,031 272,030
Total stockholders' equity 610,216 487,900
Noncontrolling interests 4,858 4,449
Total equity 615,074 492,349
Commitments and contingencies (NOTE 10)
Total liabilities and equity $ 3,052,432 $ 3,514,991
v3.6.0.2
Consolidated Balance Sheets (Parenthetical) - $ / shares
shares in Thousands
Dec. 31, 2016
Dec. 31, 2015
Consolidated Balance Sheets    
Preferred shares, authorized 50,000 50,000
Preferred shares, issued 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, authorized 200,000 200,000
Common stock, issued 29,551 29,466
Common stock, outstanding 29,551 29,466
v3.6.0.2
Consolidated Statements of Income - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Revenues      
Gains from mortgage banking activities $ 367,185 $ 290,466 $ 221,983
Servicing fees 140,924 114,757 98,414
Escrow earnings and other interest income 9,168 4,473 4,526
Other 34,272 34,542 18,355
Total revenues 575,276 468,198 360,772
Expenses      
Personnel 227,491 184,590 149,374
Amortization and depreciation 111,427 98,173 80,138
Provision (benefit) for credit losses (612) 1,644 2,206
Interest expense on corporate debt 9,851 9,918 10,311
Other operating costs 41,338 38,507 34,831
Total expenses 389,495 332,832 276,860
Income from operations 185,781 135,366 83,912
Income tax expense 71,470 52,771 32,490
Net income before noncontrolling interests 114,311 82,595 51,422
Less: net income from noncontrolling interests 414 467  
Walker & Dunlop net income $ 113,897 $ 82,128 $ 51,422
Basic earnings per share $ 3.87 $ 2.76 $ 1.60
Diluted earnings per share $ 3.65 $ 2.65 $ 1.58
Basic weighted average shares outstanding 29,432 29,754 32,210
Diluted weighted average shares outstanding 31,172 30,949 32,624
Loans Held for Sale      
Revenues      
Net warehouse interest income $ 16,245 $ 14,541 $ 11,343
Loans Held for Investment      
Revenues      
Net warehouse interest income $ 7,482 $ 9,419 $ 6,151
v3.6.0.2
Consolidated Statements of Changes in Equity - USD ($)
shares in Thousands, $ in Thousands
Common Stock
Additional Paid-In Capital
Retained Earnings
Noncontrolling Interests
Total
Balance at the beginning of the period at Dec. 31, 2013 $ 340 $ 244,954 $ 157,547   $ 402,841
Balance at the beginning of the period (in shares) at Dec. 31, 2013 34,000        
Change in Stockholders' Equity          
Walker & Dunlop net income     51,422   51,422
Stock-based compensation - equity classified   9,063     9,063
Issuance of common stock in connection with equity compensation plans $ 4 1,832     1,836
Issuance of common stock in connection with equity compensation plans (in shares) 403        
Issuance of unvested restricted common stock in connection with acquisitions   5,920     5,920
Repurchase and retirement of common stock (NOTE 12) $ (26) (37,567)     (37,593)
Repurchase and retirement of common stock (NOTE 12) (in shares) (2,581)        
Tax benefit from vesting of restricted shares   (38)     (38)
Balance at the end of the period at Dec. 31, 2014 $ 318 224,164 208,969   433,451
Balance at the end of the period (in shares) at Dec. 31, 2014 31,822        
Change in Stockholders' Equity          
Walker & Dunlop net income     82,128   82,128
Net income from noncontrolling interests       $ 467 467
Stock-based compensation - equity classified   13,428     13,428
Issuance of common stock in connection with equity compensation plans $ 8 5,653     5,661
Issuance of common stock in connection with equity compensation plans (in shares) 815        
Issuance of unvested restricted common stock in connection with acquisitions   1,892     1,892
Repurchase and retirement of common stock (NOTE 12) $ (31) (31,163) (19,067)   (50,261)
Repurchase and retirement of common stock (NOTE 12) (in shares) (3,171)        
Tax benefit from vesting of restricted shares   1,410     1,410
Noncontrolling interest acquired       4,339 4,339
Other   191   (357) (166)
Balance at the end of the period at Dec. 31, 2015 $ 295 215,575 272,030 4,449 $ 492,349
Balance at the end of the period (in shares) at Dec. 31, 2015 29,466       29,466
Change in Stockholders' Equity          
Walker & Dunlop net income     113,897   $ 113,897
Net income from noncontrolling interests       414 414
Stock-based compensation - equity classified   17,616     17,616
Issuance of common stock in connection with equity compensation plans $ 6 3,759     3,765
Issuance of common stock in connection with equity compensation plans (in shares) 645        
Repurchase and retirement of common stock (NOTE 12) $ (5) (8,112) (4,776)   (12,893)
Repurchase and retirement of common stock (NOTE 12) (in shares) (560)        
Other   (84)   (5) (89)
Balance at the end of the period at Dec. 31, 2016 $ 296 228,889 381,031 $ 4,858 $ 615,074
Balance at the end of the period (in shares) at Dec. 31, 2016 29,551       29,551
Change in Stockholders' Equity          
Cumulative effect from change in accounting for stock compensation   $ 135 $ (120)   $ 15
v3.6.0.2
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Cash flows from operating activities      
Net income before noncontrolling interests $ 114,311 $ 82,595 $ 51,422
Adjustments to reconcile net income to net cash provided by (used in) operating activities:      
Gains attributable to the fair value of future servicing rights, net of guaranty obligation (192,825) (133,631) (96,515)
Change in the fair value of premiums and origination fees (NOTE 2) (10,796) 1,959 2,059
Amortization and depreciation 111,427 98,173 80,138
Stock compensation-equity and liability classified 18,477 14,084 9,994
Provision (benefit) for credit losses (612) 1,644 2,206
Deferred tax expense 37,595 16,919 10,260
Originations of loans held for sale (12,040,559) (12,111,553) (8,103,452)
Sales of loans to third parties 12,697,209 10,688,356 7,326,908
Amortization of deferred loan fees and costs (1,578) (1,775) (1,273)
Amortization of debt issuance costs and debt discount 5,581 3,756 4,174
Origination fees received from loans held for investment 2,104 1,429 2,145
Tax shortfall (benefit) from vesting of equity awards   (1,410) 38
Cash paid to settle risk-sharing obligations (1,613) (795) (2,138)
Changes in:      
Servicing fees and other receivables (5,744) (623) 1,943
Other assets (1,014) 2,974 (11,759)
Accounts payable and other liabilities 22,035 7,739 12,415
Performance deposits from borrowers 5,368 (8,556) 8,434
Net cash provided by (used in) operating activities 759,366 (1,338,715) (703,001)
Cash flows from investing activities      
Capital expenditures (2,478) (1,413) (2,525)
Purchase of equity-method investments   (5,000)  
Funding of preferred equity investments (24,835)    
Net cash paid to increase ownership interest in a previously held equity method investment (1,058)    
Acquisitions, net of cash received (6,350) (12,767) (23,417)
Purchase of mortgage servicing rights (43,097)    
Originations of loans held for investment (414,763) (180,375) (339,802)
Principal collected on loans held for investment 425,820 172,323 250,104
Net cash provided by (used in) investing activities (66,761) (27,232) (115,640)
Cash flows from financing activities      
Borrowings (repayments) of warehouse notes payable, net (649,845) 1,423,911 774,935
Borrowings of interim warehouse notes payable 325,828 137,397 248,024
Repayments of interim warehouse notes payable (355,738) (125,542) (179,941)
Repayments of note payable (1,104) (4,819) (1,750)
Repayments of secured borrowings     (22,050)
Proceeds from issuance of common stock 3,765 7,553 7,756
Repurchase of common stock (12,893) (50,261) (37,593)
Debt issuance costs (3,630) (4,145) (1,416)
Distributions to noncontrolling interests (5)    
Tax benefit from vesting of equity awards   1,410 (38)
Net cash provided by (used in) financing activities (693,622) 1,385,504 787,927
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents (NOTE 2) (1,017) 19,557 (30,714)
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period 214,484 194,927 225,641
Total of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period 213,467 214,484 194,927
Supplemental Disclosure of Cash Flow Information:      
Cash paid to third parties for interest 39,311 32,854 23,950
Cash paid for income taxes $ 34,432 $ 34,832 $ 18,481
v3.6.0.2
ORGANIZATION
12 Months Ended
Dec. 31, 2016
ORGANIZATION  
Organization

NOTE 1—ORGANIZATION

 

These financial statements represent the consolidated financial position and results of operations of Walker & Dunlop, Inc. and its subsidiaries. Unless the context otherwise requires, references to “we,” “us,” “our,” “Walker & Dunlop” and the “Company” mean the Walker & Dunlop consolidated companies.  

 

Walker & Dunlop, Inc. is a holding company and conducts the majority of its operations through Walker & Dunlop, LLC, the operating company. Walker & Dunlop is one of the leading commercial real estate services and finance companies in the United States. The Company originates, sells, and services a range of multifamily and other commercial real estate financing products and provides multifamily investment sales brokerage services. The Company originates and sells loans pursuant to the programs of the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac,” and together with Fannie Mae, the “GSEs”), the Government National Mortgage Association (“Ginnie Mae”) and the Federal Housing Administration, a division of the U.S. Department of Housing and Urban Development (together with Ginnie Mae, “HUD”). The Company also offers a proprietary loan program offering interim loans.

 

Through the third quarter of 2016, we offered commercial mortgage-backed securities (“CMBS”) executions through our own proprietary CMBS platform (the “CMBS Program”). We terminated the CMBS Program in the fourth quarter of 2016. Prior to 2016, the CMBS Program was managed through a partnership with another entity in which we owned less than 50%. At the beginning of the first quarter of 2016, the other partner exited the CMBS Program, and we assumed full ownership of the CMBS Program. We consolidated the operations of the CMBS Program in our financial statements during 2016 and accounted for our investment in the partnership under the equity method of accounting prior to 2016. In connection with the termination of the CMBS Program in 2016, we recognized $2.0 million of severance and other termination costs.

v3.6.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Dec. 31, 2016
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Summary of Significant Accounting Policies

 

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation—The consolidated financial statements include the accounts of the Company and all of its consolidated entities. All intercompany transactions have been eliminated. When the Company has significant influence over operating and financial decisions for an entity but does not own a majority of the voting interests, the Company accounts for the investment using the equity method of accounting. 

 

Subsequent Events—The Company has evaluated the effects of all events that have occurred subsequent to December 31, 2016. There have been no material events that would require recognition in the consolidated financial statements. The Company has made certain disclosures in the notes to the consolidated financial statements of events that have occurred subsequent to December 31, 2016. No other material subsequent events have occurred that would require disclosure.

 

Use of Estimates—The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, including guaranty obligations, allowance for risk-sharing obligations, allowance for loan losses, capitalized mortgage servicing rights, derivative instruments, and the disclosure of contingent assets and liabilities. Actual results may vary from these estimates.

 

Gains from Mortgage Banking Activities and Mortgage Servicing RightsGains from mortgage banking activities income is recognized when the Company records a derivative asset upon the commitment to originate a loan with a borrower and sell the loan to an investor. This commitment asset is recognized at fair value, which reflects the fair value of the contractual loan origination related fees and sale premiums, net of any co-broker fees, and the estimated fair value of the expected net cash flows associated with the servicing of the loan, net of the estimated net future cash flows associated with any guaranty obligations retained. For loans the Company brokers, gains from mortgage banking activities are recognized when the loan is closed and represent the origination fee earned by the Company. The co-broker fees for the years ended December 31, 2016, 2015, and 2014 were $35.8 million, $18.0 million, and $15.9 million, respectively.

Transfer of financial assets is reported as a sale when (a) the transferor surrenders control over those assets, (b) the transferred financial assets have been legally isolated from the Company’s creditors, (c) the transferred assets can be pledged or exchanged by the transferee, and (d) consideration other than beneficial interests in the transferred assets is received in exchange. The transferor is considered to have surrendered control over transferred assets if, and only if, certain conditions are met. The Company determined that all loans sold during the periods presented met these specific conditions and accounted for all transfers of loans held for sale as completed sales.

When a loan is sold, the Company retains the right to service the loan and initially recognizes an individual mortgage servicing right (“MSR”) for the loan sold at fair value. The initial capitalized amount is equal to the estimated fair value of the expected net cash flows associated with servicing the loans, net of the expected net cash flows associated with any guaranty obligations. The following describes the principal assumptions used in estimated capitalized MSRs:

Discount rate—Depending upon loan type, the discount rate used is management's best estimate of market discount rates. The rates used for loans sold were 10% to 15% for each of the periods presented and varied based on loan type.

 

Estimated Life—The estimated life of the MSRs is derived based upon the stated yield maintenance and/or prepayment protection term of the underlying loan and may be reduced by 6 to 12 months based upon the expiration of various types of prepayment penalty and/or lockout provisions prior to that stated maturity date. The Company’s historical experience is that the prepayment provisions typically do not provide a significant deterrent to a borrower’s paying off the loan within 6 to 12 months of the expiration of the prepayment provisions.

 

Servicing Cost—The estimated future cost to service the loan for the estimated life of the MSR is subtracted from the estimated future cash flows.

 

The assumptions used to estimate the fair value of MSRs at loan sale are based on internal models and are compared to assumptions used by other market participants periodically. When such comparisons indicate that these assumptions have changed significantly, the Company adjusts its assumptions accordingly.

Subsequent to the initial measurement date, MSRs are amortized using the interest method over the period that servicing income is expected to be received and presented as a component of Amortization and depreciation in the Consolidated Statements of Income. For MSRs recognized at loan sale, the individual loan-level MSR is written off through a charge to Amortization and depreciation when a loan prepays, defaults, or is probable of default. We evaluate MSRs for impairment quarterly. The Company tests for impairment on the purchased stand-alone servicing portfolio separately from the Company’s other MSRs. The MSRs from both stand-alone portfolio purchases and from loan sales are tested for impairment at the portfolio level. The Company engages a third party to assist in determining an estimated fair value of our existing and outstanding MSRs on at least a semi-annual basis.

The fair value of MSRs acquired through a stand-alone servicing portfolio purchase is equal to the purchase price paid. For purchased stand-alone servicing portfolios, we record a portfolio-level MSR asset and determine the estimated life of the portfolio based on the prepayment characteristics of the portfolio. We subsequently amortize such MSRs and test for impairment quarterly as discussed in more detail above.

 

For MSRs related to purchased stand-alone servicing portfolios, a constant rate of prepayments and defaults is included in the determination of the portfolio’s estimated life (and thus included as a component of the portfolio’s amortization). Accordingly, prepayments and defaults of individual MSRs do not change the level of amortization expense recorded for the portfolio unless the pattern of actual prepayments and defaults varies significantly from the estimated pattern. When such a significant difference in the pattern of estimated and actual prepayments and defaults occurs, we prospectively adjust the estimated life of the portfolio (and thus future amortization) to approximate the actual pattern observed.

Guaranty Obligation and Allowance for Risk-sharing Obligations—When a loan is sold under the Fannie Mae DUS program, the Company undertakes an obligation to partially guarantee the performance of the loan. Upon loan sale, a liability for the fair value of the obligation undertaken in issuing the guaranty is recognized and presented as Guaranty obligation, net of accumulated amortization. The recognized guaranty obligation is the greater of the fair value of the Company’s obligation to stand ready to perform over the term of the guaranty (the noncontingent guaranty) and the fair value of the Company’s obligation to make future payments should those triggering events or conditions occur (contingent guaranty).

Historically, the fair value of the contingent guaranty at inception has been de minimis; therefore, the fair value of the noncontingent guaranty has been recognized. In determining the fair value of the guaranty obligation, the Company considers the risk profile of the collateral, historical loss experience, and various market indicators. Generally, the estimated fair value of the guaranty obligation is based on the present value of the cash flows expected to be paid under the guaranty over the estimated life of the loan (historically three to five basis points per year) discounted using a 12-15 percent discount rate. The discount rate used is consistent with what is used for the calculation of the MSR for each loan. The estimated life of the guaranty obligation is the estimated period over which the Company believes it will be required to stand ready under the guaranty. Subsequent to the initial measurement date, the liability is amortized over the life of the guaranty period using the straight-line method as a component of and reduction to Amortization and depreciation in the Consolidated Statements of Income, unless, as discussed more fully below, the loan defaults or management determines that the loan’s risk profile is such that amortization should cease.

 

The Company monitors the performance of each risk-sharing loan for events or conditions which may signal a potential default. Our process for identifying which risk-sharing loans may be probable of loss consists of an assessment of several qualitative and quantitative factors including payment status, property financial performance, local real estate market conditions, loan-to-value ratio, debt-service-coverage ratio, and property condition. Historically, initial loss recognition occurs at or before a loan becomes 60 days delinquent. In instances where payment under the guaranty on a specific loan is determined to be probable and estimable (as the loan is probable of foreclosure or in foreclosure), the Company records a liability for the estimated allowance for risk-sharing (a “specific reserve”) through a charge to the provision for risk-sharing obligations, which is a component of Provision (benefit) for credit losses in the Consolidated Statements of Income, along with a write-off of the associated loan-specific MSR.

The amount of the allowance considers the Company’s assessment of the likelihood of repayment by the borrower or key principal(s), the risk characteristics of the loan, the loan’s risk rating, historical loss experience, adverse situations affecting individual loans, the estimated disposition value of the underlying collateral, and the level of risk sharing. The estimate of property fair value at initial recognition of the allowance for risk-sharing obligations is based on appraisals, broker opinions of value, or net operating income and market capitalization rates, depending on the facts and circumstances associated with the loan. We regularly monitor the specific reserves on all applicable loans and update loss estimates as current information is received. The settlement with Fannie Mae is based on the actual sales price of the property and selling and property preservation costs and considers the Fannie Mae loss-sharing requirements.

 

In addition to the specific reserves discussed above, the Company also records an allowance for risk-sharing obligations related to risk-sharing loans on its watch list (“general reserves”). Such loans are not probable of foreclosure but are probable of loss as the characteristics of these loans indicate that it is probable that these loans include some losses even though the loss cannot be attributed to a specific loan. For all other risk-sharing loans not on our watch list, the Company continues to carry a guaranty obligation. The Company calculates the general reserves based on a migration analysis of the loans on its historical watch lists, adjusted for qualitative factors. When the Company places a risk-sharing loan on its watch list, the Company ceases to amortize the guaranty obligation and transfers the remaining unamortized balance of the guaranty obligation to the general reserves. The Company recognizes a provision for risk-sharing obligations to the extent the calculated general reserve exceeds the remaining unamortized guaranty obligation. If a risk-sharing loan is subsequently removed from the watch list due to improved financial performance or other factors, the Company transfers the unamortized balance of the guaranty obligation back to the guaranty obligation classification on the balance sheet and amortizes the remaining unamortized balance evenly over the remaining estimated life.

For each loan for which we have a risk-sharing obligation, we record one of the following liabilities associated with that loan as discussed above: guaranty obligation, general reserve, or specific reserve. Although the liability type may change over the life of the loan, at any particular point in time, only one such liability is associated with a loan for which we have a risk-sharing obligation. The total of the specific reserves and general reserves is presented as Allowance for risk-sharing obligations in the Consolidated Balance Sheets.

Loans Held for Investment, netThe Company offers an interim loan program for floating-rate, interest-only loans for terms of up to three years to experienced borrowers seeking to acquire or reposition multifamily properties that do not currently qualify for permanent GSE or HUD (collectively, the “Agencies”) financing (the “Interim Program”). These loans are classified as held for investment on the Company’s consolidated balance sheet during such time that they are outstanding. The loans are carried at their unpaid principal balances, adjusted for net unamortized loan fees and costs, and net of any allowance for loan losses. Interest income is accrued based on the actual coupon rate, adjusted for the amortization of net deferred fees and costs, and is recognized as revenue when earned and deemed collectible. All loans held for investment are multifamily loans with similar risk characteristics with no geographic concentration.

The Company uses the interest method to determine an effective yield to amortize the loan fees and costs on real estate loans held for investment. All loans held for investment are floating-rate loans; therefore, the Company uses the initial coupon interest rate of the loans (without regard to future changes in the underlying indices) and anticipated principal payments, if any, to determine periodic amortization. As of December 31, 2016,  Loans held for investment, net consisted of 12 loans with an aggregate $222.3 million of unpaid principal balance less $1.5 million of net unamortized deferred fees and costs and $0.4 million of allowance for loan losses. As of December 31, 2015,  Loans held for investment, net consisted of 13 loans with an aggregate $233.4 million of unpaid principal balance less $1.1 million of net unamortized deferred fees and costs and $0.8 million of allowance for loan losses.

The Company will reclassify loans held for investment as loans held for sale if it determines that the loans will be sold or transferred to third parties. To date, the Company has not sold any of its loans held for investment.

The allowance for loan losses is the Company’s estimate of credit losses inherent in the loan portfolio at the balance sheet date. The Company has established a process to determine the appropriateness of the allowance for loan losses that assesses the losses inherent in the portfolio. That process includes assessing the credit quality of each of the loans held for investment by monitoring the financial condition of the borrower and the financial trends of the underlying property. The allowance levels are influenced by the aggregate outstanding principal balance, delinquency status, historic loss experience, and other conditions influencing loss expectations, such as economic conditions.

The allowance for loan losses is estimated collectively for loans with similar characteristics and for which there is no evidence of impairment. The collective allowance is based on recent historical loss probability and historical loss rates incurred in our risk-sharing portfolio, adjusted as needed for current market conditions. We use the loss experience from our risk-sharing portfolio as a proxy for losses incurred in our loans held for investment portfolio since (i) we have not experienced any actual losses related to our loans held for investment to date and (ii) the loans in the loans-held-for-investment portfolio have similar characteristics to loans held in the risk-sharing portfolio. The allowance for loan losses recorded as of December 31, 2016 and December 31, 2015 is based on the Company’s collective assessment of the portfolio.

Loans held for investment are placed on non-accrual status when full and timely collection of interest or principal is not probable. Loans held for investment are considered past due when contractually required principal or interest payments have not been made on the due dates and are charged off when the loan is considered uncollectible. The Company evaluates all loans held for investment for impairment. A loan is considered impaired when the Company believes that the facts and circumstances of the loan suggest that the Company will not be able to collect all contractually due principal and interest. Delinquency status and property financial condition are key components of the Company’s consideration of impairment status.

None of the loans held for investment was delinquent, impaired, or on non-accrual status as of December 31, 2016 or December 31, 2015. Additionally, we have not experienced any delinquencies related to these loans or charged off any loan held for investment since the inception of the Interim Program in 2012.

Provision (Benefit) for Credit Losses—The Company records the income statement impact of the changes in the allowance for loan losses and the allowance for risk-sharing obligations within Provision (benefit) for credit losses in the Consolidated Statements of Income. Provision (benefit) for credit losses consisted of the following activity for the years ended December 31, 2016, 2015, and 2014:

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

2016

    

2015

    

2014

 

Provision (benefit) for loan losses

 

$

(467)

 

$

(36)

 

$

423

 

Provision (benefit) for risk-sharing obligations

 

 

(145)

 

 

1,680

 

 

1,783

 

Provision (benefit) for credit losses

 

$

(612)

 

$

1,644

 

$

2,206

 

 

Business CombinationsThe Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. The Company recognizes identifiable assets acquired and liabilities (both specific and contingent) assumed at their fair values at the acquisition date. Furthermore, acquisition-related costs, such as due diligence, legal and accounting fees, are not capitalized or applied in determining the fair value of the acquired assets. The excess of the purchase price over the assets acquired, identifiable intangible assets and liabilities assumed is recognized as goodwill. During the measurement period, the Company records adjustments to the assets acquired and liabilities assumed with corresponding adjustment to goodwill in the reporting period in which the adjustment is identified. After the measurement period, which could be up to one year after the transaction date, subsequent adjustments are recorded to the Company’s Consolidated Statements of Income.

 

GoodwillThe Company evaluates goodwill for impairment annually. In addition to the annual impairment evaluation, the Company evaluates at least quarterly whether events or circumstances have occurred in the period subsequent to the annual impairment testing which indicate that it is more likely than not an impairment loss has occurred. The Company currently has only one reporting unit; therefore, all goodwill is allocated to that one reporting unit. The Company performs its impairment testing annually as of October 1. The annual impairment analysis begins by comparing the Company’s market capitalization to its net assets. If the market capitalization exceeds the net asset value, further analysis is not required, and goodwill is not considered impaired. As of the date of our latest annual impairment test, October 1, 2016, the Company’s market capitalization exceeded its net asset value by $218.6 million, or 38.5%. As of December 31, 2016, there have been no events subsequent to that analysis that are indicative of an impairment loss.

 

Derivative Assets and LiabilitiesCertain loan commitments and forward sales commitments meet the definition of a derivative and are recorded at fair value in the Consolidated Balance Sheets. The estimated fair value of loan commitments includes the fair value of loan origination fees and premiums on anticipated sale of the loan, net of co-broker fees, and the fair value of the expected net cash flows associated with the servicing of the loan, net of any estimated net future cash flows associated with the risk-sharing obligation. The estimated fair value of forward sale commitments includes the effects of interest rate movements between the trade date and balance sheet date. Adjustments to the fair value are reflected as a component of income within Gains on mortgage banking in the Consolidated Statements of Income.

 

Loans Held for Sale—Loans held for sale represent originated loans that are generally transferred or sold within 60 days from the date that a mortgage loan is funded. The Company initially measures all originated loans at fair value. Subsequent to initial measurement, the Company measures all mortgage loans at fair value, unless the Company documents at the time the loan is originated that it will measure the specific loan at the lower of cost or fair value for the life of the loan. Electing to use fair value allows a better offset of the change in fair value of the loan and the change in fair value of the derivative instruments used as economic hedges. During the period prior to its sale, interest income on a loan held for sale is calculated in accordance with the terms of the individual loan. There were no loans held for sale that were valued at the lower of cost or fair value or on a non-accrual status at December 31, 2016 and 2015.

 

Share-Based Payment—The Company recognizes compensation costs for all share-based payment awards made to employees and directors, including restricted stock, restricted stock units, and employee stock options based on the grant date fair value.

 

Restricted stock awards are granted without cost to the Company’s officers, employees, and non-employee directors, for which the fair value of the award was calculated as the fair value of the Company’s common stock on the date of grant.

 

Stock option awards are granted principally to executive officers, with an exercise price equal to the closing price of the Company’s common stock on the date of the grant, and are granted with a ten-year exercise period, vesting ratably over three years dependent solely on continued employment. To estimate the grant-date fair value of stock options, the Company uses the Black-Scholes pricing model. The Black-Scholes model estimates the per share fair value of an option on its date of grant based on the following inputs: the option’s exercise price, the price of the underlying stock on the date of the grant, the estimated option life, the estimated dividend yield, a “risk-free” interest rate, and the expected volatility. For each of the years presented, the Company used the simplified method to estimate the expected term of the options as the Company did not have sufficient historical exercise data to provide a reasonable basis for estimating the expected term. The Company uses an estimated dividend yield of zero as the Company has not historically issued dividends and does not currently pay dividends. For the “risk-free” rate, the Company uses a U.S. Treasury Bond due in a number of years equal to the option’s expected term. For all years presented in the Consolidated Statements of Income, the expected volatility was calculated based on the Company’s historical common stock volatility. The Company issues new shares from the pool of authorized but not yet issued shares when an employee exercises stock options.

 

Generally, the Company’s stock option and restricted stock awards for its officers and employees vest ratably over a three-year period based solely on continued employment.  Restricted stock awards for non-employee directors fully vest after one year.

 

In 2014 and 2016, the Company offered a performance share plan (“PSP”) for the Company’s executives and certain other members of senior management. The performance period for each PSP is three full calendar years beginning on January 1 of the first year of the performance period. Participants in the PSP receive restricted stock units (“RSUs”) on the grant date for the PSP. If the performance targets are met at the end of the performance period and the participant remains employed by the Company, the participant fully vests in the RSUs, which immediately convert to unrestricted shares of common stock. If the performance targets are not met or the participant is no longer employed by the Company, the participant forfeits the RSUs. The performance targets for the 2014 PSP are based on meeting adjusted diluted earnings per share and total revenues goals. The performance targets for the 2016 PSP are based on meeting diluted earnings per share, return on equity, and total revenues goals. The Company records compensation expense for the PSP based on the grant-date fair value in an amount proportionate to the service time rendered by the participant when it is probable that the achievement of the goals will be met.

 

Compensation expense is adjusted for actual forfeitures and is recognized on a straight-line basis, for each separately vesting portion of the award as if the award were in substance multiple awards, over the requisite service period of the award. Share-based compensation is recognized within the income statement as Personnel, the same expense line as the cash compensation paid to the respective employees.

 

Net Warehouse Interest Income—The Company presents warehouse interest income net of warehouse interest expense. Warehouse interest income is the interest earned from loans held for sale and loans held for investment. For the periods presented in the Consolidated Balance Sheets, all loans that were held for sale were financed with matched borrowings under our warehouse facilities incurred to fund a specific loan held for sale. A portion of all loans that are held for investment is financed with matched borrowings under our warehouse facilities. The portion of loans held for investment not funded with matched borrowings is financed with the Company’s own cash. Warehouse interest expense is incurred on borrowings used to fund loans solely while they are held for sale or for investment. Warehouse interest income and expense are earned or incurred on loans held for sale after a loan is closed and before a loan is sold. Warehouse interest income and expense are earned or incurred on loans held for investment after a loan is closed and before a loan is repaid. Included in Net warehouse interest income for the three and year ended December 31, 2016 and 2015 are the following components: 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

(in thousands)

 

2016

    

2015

    

2014

Warehouse interest income - loans held for sale

 

$

47,523

 

$

37,675

 

$

24,615

Warehouse interest expense - loans held for sale

 

 

(31,278)

 

 

(23,134)

 

 

(13,272)

Net warehouse interest income - loans held for sale

 

$

16,245

 

$

14,541

 

$

11,343

 

 

 

 

 

 

 

 

 

 

Warehouse interest income - loans held for investment

 

$

12,808

 

$

15,456

 

$

11,092

Warehouse interest expense - loans held for investment

 

 

(5,326)

 

 

(6,037)

 

 

(4,941)

Net warehouse interest income - loans held for investment

 

$

7,482

 

$

9,419

 

$

6,151

 

Statement of Cash Flows—The Company records the fair value of premiums and origination fees as a component of the fair value of derivatives when a loan intended to be sold is rate locked and records the related income within Gains from mortgage banking activities within the Consolidated Statements of Income. The cash for the origination fee is received upon closing of the loan, and the cash for the premium is received upon loan sale, resulting in a mismatch of the recognition of income and the receipt of cash in a given period when the derivative or loan held for sale remains outstanding at period end.

 

The Company accounts for this mismatch by recording an adjustment called Change in the fair value of premiums and origination fees within the Consolidated Statements of Cash Flows. The amount of the adjustment reflects a reduction to cash provided by or used in operations for the amount of income recognized upon rate lock (i.e., non-cash income) for derivatives and loans held for sale outstanding at period end and an increase to cash provided by or used in operations for cash received upon loan origination or sale for derivatives and loans held for sale that were outstanding at prior period end. When income recognized upon rate lock is greater than cash received upon loan origination or sale, the adjustment is a negative amount. When income recognized upon rate lock is less than cash received upon loan origination or loan sale, the adjustment is a positive amount.

 

As noted below in greater detail, in 2016 the Company early adopted an accounting standard related to the presentation of the statement of cash flows that requires entities to show the change in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents in the statement of cash flows. For presentation in the Consolidated Statements of Cash Flows, the Company considers Pledged securities, at fair value to be restricted cash equivalents. The following table presents a reconciliation of the total of cash, cash equivalents, restricted cash, and restricted cash equivalents as presented in the Consolidated Statements of Cash Flows to the related captions in the Consolidated Balance Sheets as of December 31, 2016, 2015, 2014, and 2013.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

(in thousands)

2016

    

2015

    

2014

    

2013

 

Cash and cash equivalents

$

118,756

 

$

136,988

 

$

113,354

 

$

170,563

 

Restricted cash

 

9,861

 

 

5,306

 

 

13,854

 

 

5,427

 

Pledged securities, at fair value (restricted cash equivalents)

 

84,850

 

 

72,190

 

 

67,719

 

 

49,651

 

Total cash, cash equivalents, restricted cash, and restricted cash equivalents

$

213,467

 

$

214,484

 

$

194,927

 

$

225,641

 

 

Income TaxesThe Company files income tax returns in the applicable U.S. federal, state, and local jurisdictions and generally is subject to examination by the respective jurisdictions for three years from the filing of a tax return. The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted.

 

Deferred tax assets are recognized only to the extent that it is more likely than not that they will be realizable based on consideration of available evidence, including future reversals of existing taxable temporary differences, projected future taxable income and tax planning strategies.

 

The Company had no accruals for tax uncertainties as of December 31, 2016 and 2015.

 

Comprehensive Income—For the years ended December 31, 2016, 2015, and 2014, comprehensive income equaled Net income before noncontrolling interests; therefore, a separate statement of comprehensive income is not included in the accompanying consolidated financial statements.

 

Pledged Securities—As collateral against its Fannie Mae risk-sharing obligations (NOTES 5 and 10), certain securities have been pledged to the benefit of Fannie Mae to secure the Company's risk-sharing obligations. The balance of securities pledged against Fannie Mae risk-sharing obligations and included as a component of Pledged securities, at fair value within the Consolidated Balance Sheets as of December 31, 2016 and 2015 was $80.5 million and $70.9 million, respectively. Additionally, the Company has pledged an immaterial amount of cash as collateral against its risk-sharing obligations with Fannie Mae and Freddie Mac. The pledged securities as of December 31, 2016 and 2015 consist primarily of a highly liquid investment valued using quoted market prices from recent trades, and are therefore considered restricted cash equivalents for presentation in the Consolidated Statements of Cash Flows.

 

Cash and Cash Equivalents—The term cash and cash equivalents, as used in the accompanying consolidated financial statements, includes currency on hand, demand deposits with financial institutions, and short-term, highly liquid investments purchased with an original maturity of three months or less. The Company had no cash equivalents as of December 31, 2016 and 2015.

 

Restricted Cash—Restricted cash represents primarily good faith deposits from borrowers. The Company records a corresponding liability for these good faith deposits from borrowers within Performance deposits from borrowers within the Consolidated Balance Sheets.

 

Servicing Fees and Other Receivables, Net—Servicing fees and other receivables, net represents amounts currently due to the Company pursuant to contractual servicing agreements, investor good faith deposits held in escrow by others, general accounts receivable, and advances of principal and interest payments and tax and insurance escrow amounts if the borrower is delinquent in making loan payments, to the extent such amounts are determined to be reimbursable and recoverable. Advances related to Fannie Mae at-risk loans may be used to reduce the amount of cash required to settle loan losses under the Company’s risk-sharing obligation with Fannie Mae.

 

Concentrations of Credit Risk—Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, loans held for sale, and derivative financial instruments.

 

The Company places the cash and temporary investments with high-credit-quality financial institutions and believes no significant credit risk exists. The counterparties to the loans held for sale and funding commitments are owners of residential multifamily properties located throughout the United States. Mortgage loans are generally transferred or sold within 60 days from the date that a mortgage loan is funded. There is no material counterparty risk with respect to the Company's funding commitments as each potential borrower must make a non-refundable good faith deposit when the funding commitment is executed. The counterparty to the forward sale is Fannie Mae, Freddie Mac, or a broker-dealer that has been determined to be a credit-worthy counterparty by us and our warehouse lenders. There is a risk that the purchase price agreed to by the investor will be reduced in the event of a late delivery. The risk for non-delivery of a loan primarily results from the risk that a borrower does not close on the funding commitment in a timely manner. This risk is generally mitigated by the non-refundable good faith deposit.

 

Recently Adopted Accounting Pronouncements—In the second quarter of 2015, Accounting Standards Update 2015-05 (“ASU 2015-05”), Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, was issued. ASU 2015-05 provides entities with guidance on determining whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software. ASU 2015-05 is effective for the annual and interim periods beginning January 1, 2016, with early adoption permitted. Entities may select retrospective or prospective adoption of ASU 2015-05. The Company prospectively adopted ASU 2015-05 in the first quarter of 2016. There was no impact to the Company as none of the Company’s cloud computing arrangements permits the Company the contractual right to take possession of the software.

 

In the first quarter of 2016, Accounting Standards Update 2016-09 (“ASU 2016-09”), Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, was issued. ASU 2016-09 includes the following changes to the accounting for share-based payments that have the potential to impact the Company’s reported financial results:

   

 

 

 

All excess tax benefits and tax deficiencies arising from stock compensation arrangements are recognized as an income tax benefit or expense in the income statement instead of as an adjustment to additional paid in capital (“APIC”). The APIC pool is eliminated. In addition, excess tax benefits are no longer included in the calculation of diluted shares outstanding. The transition guidance related to these changes requires prospective application. NOTE 13 discloses the current-year impact of recognizing excess tax benefit related to stock compensation arrangements through the Consolidated Statements of Income.

   

 

 

 

Excess tax benefits are recorded along with other income tax cash flows as an operating activity in the statement of cash flows. The transition guidance related to this change requires prospective application. Cash paid when remitting cash to the tax authorities must be classified as a financing activity in the statement of cash flows. The transition guidance related to this change requires retrospective application. There was no effect on prior periods for the retrospective application of the classification of payments to tax authorities as the Company previously presented such payments in a manner consistent with ASU 2016-09.

   

 

 

 

Entities can elect to continue to apply current GAAP or to reverse compensation cost of forfeited awards when they occur. If an entity makes a change in its accounting policy to account for forfeitures as they occur, the transition guidance requires a cumulative-effect adjustment to beginning retained earnings.

   

ASU 2016-09 is effective for the Company on January 1, 2017. Early adoption is permitted as long as the entire ASU is early adopted. The Company early adopted the entire ASU during the first quarter of 2016. In connection with the early adoption of ASU 2016-09, the Company changed its accounting policy related to forfeitures. The Company’s previous accounting policy was to adjust compensation expense for estimated forfeitures. With the adoption of ASU 2016-09, the Company changed its accounting policy to adjust compensation expense for actual forfeitures and recorded an immaterial cumulative-effect adjustment to beginning total equity as disclosed in the Consolidated Statements of Changes in Equity. The Company did not adjust any balances related to prior periods as a result of adopting ASU 2016-09.

 

In the fourth quarter of 2016, Accounting Standards Update 2016-18 (“ASU 2016-18”), Statement of Cash Flows (Topic 230) – Restricted Cash, was issued. ASU 2016-18 requires entities to show the changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents in the statement of cash flows. Previous guidance required the change in cash and cash equivalents be shown on the statement of cash flows, with cash used to fund restricted cash and restricted cash equivalents shown as a component of operating, investing, or financing activities. Entities are now also required to reconcile the total of cash, cash equivalents, restricted cash, and restricted cash equivalents as presented in the statement of cash flows to the related captions in the balance sheet when these balances are presented separately in the balance sheet. ASU 2016-18 is effective January 1, 2018 for the Company, with retrospective application required. The Company early adopted ASU 2016-18 as permitted in the fourth quarter of 2016. The adoption of ASU 2016-18 had the following impact on the Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014.

 

 

 

 

 

 

(in thousands)

 

December 31, 2015

 

 

December 31, 2014

As previously reported under GAAP applicable at the time

 

 

 

 

 

Cash and cash equivalents at beginning of period

$

113,354

 

$

170,563

Net increase (decrease) in cash and cash equivalents

 

23,634

 

 

(57,209)

Cash and cash equivalents at end of period

 

136,988

 

 

113,354

Cash provided by (used in) operating activities: change in restricted cash and pledged securities

 

4,268

 

 

(26,495)

 

 

 

 

 

 

As currently reported under ASU 2016-18

 

 

 

 

 

Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period

$

194,927

 

$

225,641

Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents

 

19,557

 

 

(30,714)

Total of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period

 

214,484

 

 

194,927

Cash provided by (used in) operating activities: change in restricted cash and pledged securities

 

 —

 

 

 —

 

Recently Announced Accounting Pronouncements—The following table presents the accounting pronouncements that the Financial Accounting Standards Board (“FASB”) has issued and that have the potential to impact the Company but have not yet been adopted by the Company.

 

 

 

 

 

 

 

 

 

 

Standard

  

Issue
Date

  

Description

  

Effective
Date

  

Expected Financial
Statement Impact

Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

 

Q2 2016

 

ASU 2016-13 ("the Standard") represents a significant change to the incurred loss model currently used to account for credit losses. The Standard requires an entity to estimate the credit losses expected over the life of the credit exposure upon initial recognition of that exposure. The expected credit losses consider historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments. Exposures with similar risk characteristics are required to be grouped together when estimating expected credit losses. The initial estimate and subsequent changes to the estimated credit losses are required to be reported in current earnings in the income statement and through an allowance in the balance sheet. ASU 2016-13 is applicable to financial assets subject to credit losses and measured at amortized cost and certain off-balance-sheet credit exposures. The Standard will modify the way the Company estimates its allowance for risk-sharing obligations and its allowance for loan losses. ASU 2016-13 requires modified retrospective application to all outstanding, in-scope instruments, with a cumulative-effect adjustment recorded to opening retained earnings as of the beginning of the period of adoption.

 

January 1, 2020 (early adoption permitted January 1, 2019)

 

The Company is in the preliminary stages of implementation as it is still in the process of determining the significance of the impact the Standard will have on its financial statements and the timing of when it will adopt ASU 2016-13. The Company expects its Allowance for risk-sharing obligations and allowance for loan losses to increase when ASU 2016-13 is adopted.

ASU 2016-02, Leases (Topic 842)

 

Q1 2016

 

ASU 2016-02 represents a significant reform to the accounting for leases. Lessees initially recognize a lease liability for the obligation to make lease payments and a right-of-use (“ROU”) asset for the right to use the underlying asset for the lease term. The lease liability is measured at the present value of the lease payments over the lease term. The ROU asset is measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee’s initial direct costs. Lessees generally recognize lease expense for these leases on a straight-line basis, which is similar to what they do today. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements.

 

January 1, 2019 (early adoption is permitted)

 

The Company is in the preliminary stages of implementation as it is still in the process of determining the significance of the impact ASU 2016-02 will have on its financial statements and the timing of when it will adopt ASU 2016-02.

ASU 2016-01, Financial Instruments – Overall – Recognition and Measurement of Financial Assets and Financial Liabilities

 

Q1 2016

 

The guidance requires that unconsolidated equity investments not accounted for under the equity method be recorded at fair value, with changes in fair value recorded through net income. The accounting principles that permitted available-for-sale classification with unrealized holding gains and losses recorded in other comprehensive income for equity securities will no longer be applicable. The guidance is not applicable to debt securities and loans and requires minor changes to the disclosure and presentation of financial instruments. ASU 2016-01 generally requires a cumulative-effect adjustment to opening retained earnings as of the beginning of the period of adoption.

 

January 1, 2018 (early adoption permitted for certain parts)

 

The Company does not believe that ASU 2016-01 will have a material impact on its reported financial results.

ASU 2014-09, Revenue from Contracts with Customers (Topic 606)

 

Q2 2014

 

ASU 2014-09 represents a comprehensive reform of many of the revenue recognition requirements in GAAP. The guidance in the ASU supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and supersedes or amends much of the industry-specific revenue recognition guidance found throughout the Accounting Standards Codification. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The ASU creates a five-step process for achieving the core principle: 1) identifying the contract with the customer, 2) identifying the performance obligations in the contract, 3) determining the transaction price, 4) allocating the transaction price to the performance obligations, and 5) recognizing revenue when an entity has completed the performance obligations. The ASU also requires additional disclosures that allow users of the financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows resulting from contracts with customers. The guidance permits the use of the full retrospective or modified retrospective transition methods.

 

January 1, 2018 (early adoption permitted January 1, 2017)

 

The Company completed its analysis of ASU 2014-09 and concluded that it will not have a material impact on the amount or timing of revenue the Company records under its current revenue recognition practices. Additionally, the Company believes that this ASU will not impact the presentation of the Company's financial statements or require significant additional footnote disclosures.

 

There were no other accounting pronouncements issued during 2017 or 2016 that have the potential to impact the Company’s consolidated financial statements. 

 

ReclassificationsThe Company has made certain immaterial reclassifications to prior-year balances to conform to current-year presentation. 

v3.6.0.2
GAINS FROM MORTGAGE BANKING ACTIVITIES
12 Months Ended
Dec. 31, 2016
GAINS FROM MORTGAGE BANKING ACTIVITIES  
Gains from mortgage banking activities

NOTE 3—GAINS FROM MORTGAGE BANKING ACTIVITIES

 

Gains from mortgage banking activities consist of the following activity for each of the years ended December 31, 2016, 2015, and 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

(in thousands)

2016

    

2015

 

2014

 

Contractual loan origination related fees, net

$

174,360

 

$

156,835

 

$

125,468

 

Fair value of expected net cash flows from servicing recognized at commitment

 

205,311

 

 

142,420

 

 

103,410

 

Fair value of expected guaranty obligation recognized at commitment

 

(12,486)

 

 

(8,789)

 

 

(6,895)

 

Total gains from mortgage banking activities

$

367,185

 

$

290,466

 

$

221,983

 

 

v3.6.0.2
MORTGAGE SERVICING RIGHTS
12 Months Ended
Dec. 31, 2016
MSRs  
Mortgage Servicing Rights  
Mortgage Servicing Rights

NOTE 4—MORTGAGE SERVICING RIGHTS

 

The fair value of MSRs at December 31, 2016 and December 31, 2015 was $669.4 million and $510.6 million, respectively. The Company uses a discounted static cash flow valuation approach and the key economic assumption is the discount rate. See the following sensitivities related to the discount rate:

 

The impact of a 100 basis point increase in the discount rate at December 31, 2016 is a decrease in the fair value of $21.2 million to the MSRs outstanding as of December 31, 2016.

 

The impact of a 200 basis point increase in the discount rate at December 31, 2016 is a decrease in the fair value of $41.0 million to the MSRs outstanding as of December 31, 2016.

 

These sensitivities are hypothetical and should be used with caution. These estimates do not include interplay among assumptions and are estimated as a portfolio rather than individual assets.

 

Activity related to capitalized MSRs for the year ended December 31, 2016 and 2015 follows:

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

(in thousands)

    

2016

    

2015

 

Beginning balance

 

$

412,348

 

$

375,907

 

Additions, following the sale of loan

 

 

181,032

 

 

135,441

 

Purchases

 

 

43,097

 

 

 —

 

Amortization

 

 

(99,417)

 

 

(80,702)

 

Pre-payments and write-offs

 

 

(15,130)

 

 

(18,298)

 

Ending balance

 

$

521,930

 

$

412,348

 

 

As shown in the table above, during 2016, the Company purchased the rights to service a HUD loan portfolio from a third-party servicer. The closing-date purchase price was $44.8 million of cash consideration. The amount in the ‘Purchases’ line in the table above consists of the closing amount of $44.8 million, net of purchase-price adjustments reducing the closing amount by $1.7 million, for a revised purchase amount of $43.1 million. The servicing portfolio, after consideration of purchase-price adjustments, consisted of approximately $3.6 billion of unpaid principal balance and had a weighted average estimated remaining life of 10.9 years.

 

The following summarizes the components of the net carrying value of the Company’s acquired and originated MSRs as of December 31, 2016 and 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2016

 

 

  

Gross

  

Accumulated

  

Net

 

(in thousands)

 

  carrying value  

 

  amortization  

 

  carrying value  

 

Acquired MSRs

 

$

175,934

 

$

(104,264)

 

$

71,670

 

Originated MSRs

 

 

642,030

 

 

(191,770)

 

 

450,260

 

Total

 

$

817,964

 

$

(296,034)

 

$

521,930

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2015

 

 

  

Gross

  

Accumulated

  

Net

 

(in thousands)

 

  carrying value  

 

  amortization  

 

  carrying value  

 

Acquired MSRs

 

$

132,837

 

$

(84,754)

 

$

48,083

 

Originated MSRs

 

 

511,915

 

 

(147,650)

 

 

364,265

 

Total

 

$

644,752

 

$

(232,404)

 

$

412,348

 

 

The expected amortization of MSRs recorded as of December 31, 2016 is shown in the table below. Actual amortization may vary from these estimates.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Originated MSRs

  

Acquired MSRs

  

Total MSRs

 

 

(in thousands)

 

Amortization

 

Amortization

 

  Amortization  

 

 

Year Ending December 31, 

 

 

 

 

 

 

 

 

 

 

 

2017

 

$

90,304

 

$

14,711

 

$

105,015

 

 

2018

 

 

78,092

 

 

12,227

 

 

90,319

 

 

2019

 

 

67,493

 

 

10,795

 

 

78,288

 

 

2020

 

 

59,847

 

 

8,924

 

 

68,771

 

 

2021

 

 

50,738

 

 

7,018

 

 

57,756

 

 

Thereafter

 

 

103,786

 

 

17,995

 

 

121,781

 

 

Total

 

$

450,260

 

$

71,670

 

$

521,930

 

 

 

The Company recorded write-offs of MSRs related to loans that were repaid prior to the expected maturity and loans that defaulted. These write-offs are included as a component of Amortization and depreciation in the accompanying Consolidated Statements of Income and the MSR roll forward shown above and relate to MSRs recognized at loan sale only. Prepayment fees totaling $10.6 million, $15.0 million, and $9.3 million were collected for 2016,  2015, and 2014, respectively, and are included as a component of Other revenues in the Consolidated Statements of Income.

 

Management reviews the capitalized MSRs for temporary impairment quarterly by comparing the aggregate carrying value of the MSR portfolio to the aggregate estimated fair value of the portfolio. Additionally, MSRs related to Fannie Mae loans where the Company has risk-sharing obligations are assessed for permanent impairment on an asset-by-asset basis, considering factors such as debt service coverage ratio, property location, loan-to-value ratio, and property type. Except for defaulted or prepaid loans, no temporary or permanent impairment was recognized for the years ended December 31, 2016, 2015, and 2014.  

 

The weighted average remaining life of the aggregate MSR portfolio is 7.4 years.

v3.6.0.2
GUARANTY OBLIGATION AND ALLOWANCE FOR RISK-SHARING OBLIGATIONS
12 Months Ended
Dec. 31, 2016
GUARANTY OBLIGATION AND ALLOWANCE FOR RISK-SHARING OBLIGATIONS  
Guaranty Obligation and Allowance for Risk-Sharing Obligations

NOTE 5—GUARANTY OBLIGATION AND ALLOWANCE FOR RISK-SHARING OBLIGATIONS

 

When a loan is sold under the Fannie Mae DUS program, the Company typically agrees to guarantee a portion of the ultimate loss incurred on the loan should the borrower fail to perform. The compensation for this risk is a component of the servicing fee on the loan. No guaranty is provided for loans sold under the Freddie Mac or HUD loan programs.

 

A summary of the Company’s guaranty obligation for the noncontingent portion of the guaranty obligation as of and for the years ended December 31, 2016 and 2015 follows:

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

(in thousands)

    

2016

    

2015

 

Beginning balance

 

$

27,570

 

$

24,975

 

Additions, following the sale of loan

 

 

10,597

 

 

8,828

 

Amortization

 

 

(5,946)

 

 

(5,423)

 

Other

 

 

71

 

 

(810)

 

Ending balance

 

$

32,292

 

$

27,570

 

 

A summary of the Company’s allowance for risk-sharing obligations for the contingent portion of the guaranty obligation as of and for the years ended December 31, 2016 and 2015 follows:

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

(in thousands)

    

2016

    

2015

 

Beginning balance

 

$

5,586

 

$

3,904

 

Provision (benefit) for risk-sharing obligations

 

 

(145)

 

 

1,680

 

Write-offs

 

 

(1,757)

 

 

(808)

 

Other

 

 

(71)

 

 

810

 

Ending balance

 

$

3,613

 

$

5,586

 

 

When the Company places a loan for which it has a risk-sharing obligation on its watch list, the Company ceases to amortize the guaranty obligation and transfers the remaining unamortized balance of the guaranty obligation to the allowance for risk-sharing obligations. When a loan for which the Company has a risk-sharing obligation is removed from the watch list, the loan’s reserve is transferred from the allowance for risk-sharing obligations to the guaranty obligation, and the amortization of the remaining balance over the remaining estimated life is resumed. This net transfer of the unamortized balance of the guaranty obligation from a noncontingent classification to a contingent classification (and vice versa) is presented in the guaranty obligation and allowance for risk-sharing obligations tables above as ‘Other.’

 

During 2016, the Company and Fannie Mae settled the loss sharing amounts related to the last three remaining previously defaulted at risk loans. As a result of these loss settlements, the Allowance for risk-sharing obligations as of December 31, 2016 is based entirely on the Company’s collective assessment of the probability of loss related to the loans on the watch list as of December 31, 2016. The write-offs in the table above are net of $0.8 million and $0 of recoveries for the years ended December 31, 2016 and 2015, respectively. The net benefit for risk-sharing obligations for the year ended December 31, 2016 is the result of the aforementioned recoveries.

 

As of December 31, 2016 and 2015, the maximum quantifiable contingent liability associated with the Company’s guarantees under the Fannie Mae DUS agreement was $4.9 billion. The maximum quantifiable contingent liability is not representative of the actual loss the Company would incur. The Company would be liable for this amount only if all of the loans it services for Fannie Mae, for which the Company retains some risk of loss, were to default and all of the collateral underlying these loans was determined to be without value at the time of settlement.

v3.6.0.2
SERVICING
12 Months Ended
Dec. 31, 2016
Loans and Other Servicing Accounts  
Servicing  
Servicing

NOTE 6—SERVICING

 

The total unpaid principal balance of loans the Company was servicing for various institutional investors was $63.1 billion as of December 31, 2016 compared to $50.2 billion as of December 31, 2015. The December 31, 2016 balance includes the unamortized portion of the addition of $3.6 billion related to purchase activity as more fully discussed in NOTE 4.

 

As of December 31, 2016 and 2015, custodial escrow accounts relating to loans serviced by the Company totaled $1.6 billion and $1.1 billion, respectively. These amounts are not included in the accompanying consolidated balance sheets as such amounts are not Company assets. Certain cash deposits at other financial institutions exceed the Federal Deposit Insurance Corporation insured limits. The Company places these deposits with financial institutions that meet the requirements of the Agencies and where it believes the risk of loss to be minimal.

v3.6.0.2
DEBT
12 Months Ended
Dec. 31, 2016
DEBT  
Debt

NOTE 7—DEBT

 

At December 31, 2016, to provide financing to borrowers under the Agencies’ programs, the Company has arranged for warehouse lines of credit in the amount of $2.1 billion with certain national banks and a $1.5 billion uncommitted facility with Fannie Mae (collectively, the “Agency Warehouse Facilities”). In support of these Agency Warehouse Facilities, the Company has pledged substantially all of its loans held for sale under the Company's approved programs. The Company’s ability to originate mortgage loans depends upon its ability to secure and maintain these types of short-term financings on acceptable terms.

 

Additionally, at December 31, 2016, the Company has arranged for warehouse lines of credit in the amount of $0.4 billion with certain national banks to assist in funding loans held for investment under the Interim Program (“Interim Warehouse Facilities”). The Company has pledged substantially all of its loans held for investment against these Interim Warehouse Facilities. The Company’s ability to originate loans held for investment depends upon its ability to secure and maintain these types of short-term financings on acceptable terms.

 

The maximum amount and outstanding borrowings under the warehouse notes payable at December 31, 2016 and 2015 follow:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016

 

 

 

 

 

(dollars in thousands)

    

Maximum

    

Outstanding

    

Loan Type

    

    

 

Facility

 

Amount

 

Balance

 

Funded (1)

 

Interest rate

 

Agency warehouse facility #1

 

$

425,000

 

$

109,087

 

LHFS

 

30-day LIBOR plus 1.40%

 

Agency warehouse facility #2

 

 

650,000

 

 

274,181

 

LHFS

 

30-day LIBOR plus 1.40%

 

Agency warehouse facility #3

 

 

680,000

 

 

320,801

 

LHFS

 

30-day LIBOR plus 1.35%

 

Agency warehouse facility #4

 

 

350,000

 

 

186,869

 

LHFS

 

30-day LIBOR plus 1.40%

 

Agency warehouse facility #5

 

 

30,000

 

 

14,551

 

LHFS

 

30-day LIBOR plus 1.80%

 

Fannie Mae repurchase agreement, uncommitted line and open maturity

 

 

1,500,000

 

 

943,505

 

LHFS

 

30-day LIBOR plus 1.15%

 

Total agency warehouse facilities

 

$

3,635,000

 

$

1,848,994

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interim warehouse facility #1

 

$

85,000

 

$

36,916

 

LHFI

 

30-day LIBOR plus 1.90%

 

Interim warehouse facility #2

 

 

200,000

 

 

70,196

 

LHFI

 

30-day LIBOR plus 2.00%

 

Interim warehouse facility #3

 

 

75,000

 

 

36,005

 

LHFI

 

30-day LIBOR plus 2.00% to 2.50%

 

Total interim warehouse facilities

 

$

360,000

 

$

143,117

 

 

 

 

 

Debt issuance costs

 

 

 —

 

 

(1,928)

 

 

 

 

 

Total warehouse facilities

 

$

3,995,000

 

$

1,990,183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

(dollars in thousands)

    

Maximum

    

Outstanding

    

Loan Type

    

    

 

Facility

 

Amount

 

Balance

 

Funded (1)

 

Interest rate

 

Agency warehouse facility #1

 

$

685,000

 

$

418,891

 

LHFS

 

30-day LIBOR plus 1.40% or 1.75%

 

Agency warehouse facility #2

 

 

1,900,000

 

 

1,619,800

 

LHFS

 

30-day LIBOR plus 1.40%

 

Agency warehouse facility #3

 

 

490,000

 

 

227,305

 

LHFS

 

30-day LIBOR plus 1.40%

 

Agency warehouse facility #4

 

 

250,000

 

 

 —

 

LHFS

 

30-day LIBOR plus 1.40%

 

Fannie Mae repurchase agreement, uncommitted line and open maturity

 

 

450,000

 

 

212,988

 

LHFS

 

30-day LIBOR plus 1.15%

 

Total agency warehouse facilities

 

$

3,775,000

 

$

2,478,984

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interim warehouse facility #1

 

$

85,000

 

$

15,000

 

LHFI

 

30-day LIBOR plus 1.90%

 

Interim warehouse facility #2

 

 

200,000

 

 

141,433

 

LHFI

 

30-day LIBOR plus 2.00%

 

Interim warehouse facility #3

 

 

75,000

 

 

16,594

 

LHFI

 

30-day LIBOR plus 2.00% to 2.50%

 

Total interim warehouse facilities

 

$

360,000

 

$

173,027

 

 

 

 

 

Debt issuance costs

 

 

 —

 

 

(2,541)

 

 

 

 

 

Total warehouse facilities

 

$

4,135,000

 

$

2,649,470

 

 

 

 

 


(1)

Type of loan the borrowing facility is used to fully or partially fund – loans held for sale (“LHFS”) or loans held for investment (“LHFI”).


30-day LIBOR was 0.77% as of December 31, 2016 and 0.43% as of December 31, 2015. Interest expense under the warehouse notes payable for the years ended December 31, 2016, 2015, and 2014 aggregated to $36.6 million, $29.2 million, and $18.2 million, respectively. Included in interest expense in 2016, 2015, and 2014 are the amortization of facility fees totaling $5.5 million,  $4.5 million, and $3.4 million, respectively. The warehouse notes payable are subject to various financial covenants, and the Company was in compliance with all such covenants at December 31, 2016.

 

Warehouse Facilities

 

Agency Warehouse Facilities

 

The following section provides a summary of the key terms related to each of the Agency Warehouse Facilities.

 

Agency Warehouse Facility #1:

The Company has a Warehousing Credit and Security Agreement with a national bank for a $425.0 million committed warehouse line that is scheduled to mature on October 30, 2017. The Warehousing Credit and Security Agreement provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans. Advances are made at 100% of the loan balance and borrowings under this line bear interest at the 30-day London Interbank Offered Rate (“LIBOR”) plus 140 basis points.  The Warehousing Credit and Security Agreement contains certain affirmative and negative covenants that are binding on the Company’s operating subsidiary, Walker & Dunlop, LLC (which are in some cases subject to exceptions), including, but not limited to, restrictions on its ability to assume, guarantee, or become contingently liable for the obligation of another person, to undertake certain fundamental changes such as reorganizations, mergers, amendments to the Company’s certificate of formation or operating agreement, liquidations, dissolutions or dispositions or acquisitions of assets or businesses, to cease to be directly or indirectly wholly owned by the Company, to pay any subordinated debt in advance of its stated maturity or to take any action that would cause Walker & Dunlop, LLC to lose all or any part of its status as an eligible lender, seller, servicer or issuer or any license or approval required for it to engage in the business of originating, acquiring, or servicing mortgage loans.

 

In addition, the Warehousing Credit and Security Agreement requires compliance with certain financial covenants, which are measured for the Company and its subsidiaries on a consolidated basis, as follows:

 

·

tangible net worth of the Company of not less than (i) $200.0 million plus (ii) 75% of the net proceeds of any equity issuances by the Company or any of its subsidiaries after the closing date,

·

compliance with the applicable net worth and liquidity requirements of Fannie Mae, Freddie Mac, Ginnie Mae, FHA, and HUD,

·

liquid assets of the Company of not less than $15.0 million,

·

maintenance of aggregate unpaid principal amount of all mortgage loans comprising the Company’s consolidated servicing portfolio of not less than $20.0 billion or (ii) all Fannie Mae DUS mortgage loans comprising the Company’s consolidated servicing portfolio of not less than $10.0 billion, exclusive in both cases of mortgage loans which are 60 or more days past due or are otherwise in default or have been transferred to Fannie Mae for resolution,

·

aggregate unpaid principal amount of Fannie Mae DUS mortgage loans within the Company’s consolidated servicing portfolio which are 60 or more days past due or otherwise in default not to exceed 3.5% of the aggregate unpaid principal balance of all Fannie Mae DUS mortgage loans within the Company’s consolidated servicing portfolio, and

·

maximum indebtedness (excluding warehouse lines) to tangible net worth of 2.25 to 1.0.

 

The Warehousing Credit and Security Agreement contains customary events of default,  which are in some cases subject to certain exceptions, thresholds, notice requirements, and grace periods.

 

During the fourth quarter of 2016, the Company executed the 12th amendment to the credit and security agreement that extended the maturity date to October 30, 2017. No other material modifications were made to the agreement during 2016.

 

Agency Warehouse Facility #2:

 

The Company has a Warehousing Credit and Security Agreement with a syndicate of national banks for a $650.0 million committed warehouse line that is scheduled to mature on June 21, 2017.  The committed warehouse facility provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD and FHA loans. Advances are made at 100% of the loan balance, and borrowings under this line bear interest at LIBOR plus 140 basis points. During the second quarter of 2016, the Company executed the eighth amendment to the amended and restated credit and security agreement that extended the maturity date to June 21, 2017. No other material modifications were made to the agreement during 2016.

 

The negative and financial covenants of the amended and restated warehouse agreement conform to those of the warehouse agreement for Agency Warehouse Facility #1, described above, with the exception of the leverage ratio covenant, which is not included in the warehouse agreement for Agency Warehouse Facility #2.

 

Agency Warehouse Facility #3:

 

The Company has a $680.0 million committed warehouse credit and security agreement with a national bank that is scheduled to mature on April 30, 2017.  The total commitment amount of $680.0 million as of December 31, 2016 consists of a base committed amount of $280.0 million and a temporary increase of $400.0 million, as more fully described below. The committed warehouse facility provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD and FHA loans. Advances are made at 100% of the loan balance, and the borrowings under the warehouse agreement bear interest at a rate of LIBOR plus 135 basis points. During the second quarter of 2016, the Company executed the fourth amendment to the credit and security agreement that increased the committed amount to $280.0 million, decreased the interest rate to 30-day LIBOR plus 135 basis points, and extended the maturity date to April 30, 2017. Additionally, during the second and third quarters of 2016, the Company executed the fifth and sixth amendments to the credit and security agreement that provide temporary increases totaling $400.0 million to the maximum borrowing capacity that expire in January 2017. No other material modifications were made to the agreement during 2016.

 

The negative and financial covenants of the warehouse agreement conform to those of the warehouse agreement for Agency Warehouse Facility #1, described above.

Agency Warehouse Facility #4:

 

The Company has a $350.0 million committed warehouse credit and security agreement with a national bank that is scheduled to mature on October 27, 2017. The committed warehouse facility provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans. The borrowings under the warehouse agreement bear interest at a rate of 30-day LIBOR plus 140 basis points. During the fourth quarter of 2016, the Company executed the second amendment to the warehouse loan and security agreement that provided a $100.0 million permanent increase to the maximum borrowing capacity and extended the maturity date of the facility to October 27, 2017.  No other material modifications were made to the agreement during 2016. 

 

The negative and financial covenants of the warehouse agreement conform to those of the warehouse agreement for Agency Warehouse Facility #1, described above, with the exception of the leverage ratio covenant, which is not included in the warehouse agreement for Agency Warehouse Facility #4.

Agency Warehouse Facility #5: 

  

During the third quarter of 2016, the Company executed a warehousing credit and security agreement to establish Agency Warehouse Facility #5. The committed warehouse facility provides the Company with the ability to fund defaulted HUD and FHA loans. The warehouse agreement provides for a maximum borrowing amount of $30.0 million and is scheduled to mature in January 2018. The borrowings under the warehouse agreement bear interest at a rate of 30-day LIBOR plus 180 basis points. No material modifications were made to the agreement in 2016.

 

The negative and financial covenants of the warehouse agreement conform to those of the warehouse agreement for Agency Warehouse Facility #1, described above, with the exception of the leverage ratio covenant, which is not included in the warehouse agreement for Agency Warehouse Facility #5.

 

Uncommitted Agency Warehouse Facility:

 

The Company has a $1.5 billion uncommitted facility with Fannie Mae under its ASAP funding program. After approval of certain loan documents, Fannie Mae will fund loans after closing and the advances are used to repay the primary warehouse line. Fannie Mae will advance 99% of the loan balance, and borrowings under this program bear interest at LIBOR plus 115 basis points, with a minimum LIBOR rate of 35 basis points. There is no expiration date for this facility. During 2016, Fannie Mae increased the maximum borrowing capacity from $450.0 million to $1.5 billion. The uncommitted facility has no specific negative or financial covenants.

 

Interim Warehouse Facilities

 

The following section provides a summary of the key terms related to each of the Interim Warehouse Facilities.

 

Interim Warehouse Facility #1:

 

The Company has an $85.0 million committed warehouse line agreement that is scheduled to mature on April 30, 2017. The facility provides the Company with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement.  During the second quarter of 2016, the Company executed the sixth amendment to the credit and security agreement that extended the maturity date to April 30, 2017. No other material modifications were made to the agreement during 2016.

 

The facility agreement requires the Company’s compliance with the same financial covenants as Agency Warehouse Facility #1, described above, and also includes the following additional financial covenant:

·

minimum rolling four-quarter EBITDA, as defined, to total debt service ratio of 2.00 to 1.0

 

Interim Warehouse Facility #2:

 

The Company has a $200.0 million committed warehouse line agreement that is scheduled to mature on December 13, 2017.  The agreement provides the Company with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company. All borrowings originally bear interest at LIBOR plus 200 basis points.  The lender retains a first priority security interest in all mortgages funded by such advances on a cross-collateralized basis.  Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement. No material modifications were made to the agreement during 2016.

 

The credit agreement, as amended and restated, requires the borrower and the Company to abide by the same financial covenants as Agency Warehouse Facility #1, described above, with the exception of the leverage ratio covenant, which is not included in the warehouse agreement for Interim Warehouse Facility #2. Additionally, Interim Warehouse Facility #2 has the following additional financial covenants:

 

·

rolling four-quarter EBITDA, as defined, of not less than $35.0 million and

·

debt service coverage ratio, as defined, of not less than 2.75 to 1.0

 

Interim Warehouse Facility #3:

 

The Company has a $75.0 million repurchase agreement with a national bank that is scheduled to mature on May 19, 2017.  The agreement provides the Company with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility.  Borrowings under the facility are full recourse to the Company. The borrowings under the agreement bear interest at a rate of LIBOR plus 2.00% to 2.50% (“the spread”). The spread varies according to the type of asset the borrowing finances. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement.  During the second quarter of 2016, the Company exercised its option to extend the maturity date of the repurchase agreement to May 19, 2017. Additionally, the Company executed the second amendment to the repurchase agreement that provides the Company with an additional unilateral option to extend the maturity date one year. As a result of the amendment, the Company now has three remaining one-year options that, if exercised, extend the maturity date through May 19, 2020. No other material modifications were made to the agreement during 2016.

 

The Repurchase Agreement requires the borrower and the Company to abide by the following financial covenants:

 

·

tangible net worth of the Company of not less than (i) $200.0 million plus (ii) 75% of the net proceeds of any equity issuances by the Company or any of its subsidiaries after the closing date,

·

liquid assets of the Company of not less than $15.0 million,

·

leverage ratio, as defined, of not more than 3.0 to 1.0, and

·

debt service coverage ratio, as defined, of not less than 2.75 to 1.0.

 

 

The agreements above contain cross-default provisions, such that if a default occurs under any of the Company’s debt agreements, generally the lenders under the other debt agreements could also declare a default. As of December 31, 2016, the Company was in compliance with all of its warehouse line covenants.

 

Note Payable

 

On December 20, 2013, the Company entered into a $175.0 million senior secured term loan credit agreement (the “Term Loan Agreement”) that was issued at a discount of 1.0%. At any time, the Company may also elect to request the establishment of one or more incremental term loan commitments to make up to three additional term loans in an aggregate principal amount not to exceed $60.0 million.

 

The term loan requires certain mandatory prepayments in certain circumstances pursuant to the terms of the Term Loan Agreement. In April of 2015, the Company made a mandatory prepayment of $3.6 million. In connection with the mandatory prepayment, the Company’s quarterly principal installments were reduced to $0.3 million from $0.4 million, beginning with the June 30, 2015 principal payment. The final principal installment of the term loan is required to be paid in full on the maturity date of December 20, 2020 (or, if earlier, the date of acceleration of the term loan pursuant to the terms of the Term Loan Agreement) and will be in an amount equal to the aggregate outstanding principal of the term loan on such date (together with all accrued interest thereon).

 

At the Company’s election, the term loan will bear interest at either (i) the “Base Rate” plus an applicable margin or (ii) the London Interbank Offered Rate (“LIBOR Rate”) plus an applicable margin, subject to adjustment if an event of default under the Term Loan Agreement has occurred and is continuing with a minimum LIBOR Rate of 1.0%. The “Base Rate” means the highest of (a) the Agent’s “prime rate,” (b) the federal funds rate plus 0.50% and (c) LIBOR for an interest period of one month plus 1%. In each case, the applicable margin is determined by the Company’s Consolidated Corporate Leverage Ratio (as defined in the Term Loan Agreement). If such Consolidated Corporate Leverage Ratio is greater than 2.50 to 1.00, the applicable margin will be 4.50% for LIBOR Rate loans and 3.50% for Base Rate loans, and if such Consolidated Corporate Leverage Ratio is less than or equal to 2.50 to 1.00, the applicable margin will be 4.25% for LIBOR Rate loans and 3.25% for Base Rate loans. The calculated Consolidated Corporate Leverage Ratio dropped to below 2.50 in 2014. Consequently, the applicable margin is 4.25% for LIBOR Rate loans and 3.25% for Base Rate loans as of December 31, 2016.

 

The obligations of the Company under the Term Loan Agreement are guaranteed by Walker & Dunlop Multifamily, Inc.; Walker & Dunlop, LLC; Walker & Dunlop Capital, LLC; and W&D BE, Inc., each of which is a direct or indirect wholly owned subsidiary of the Company (together with the Company, the “Loan Parties”), pursuant to a Guarantee and Collateral Agreement entered into on December 20, 2013 among the Loan Parties and the Agent (the “Guarantee and Collateral Agreement”). Subject to certain exceptions and qualifications contained in the Term Loan Agreement, the Company is required to cause any newly created or acquired subsidiary, unless such subsidiary has been designated as an Excluded Subsidiary (as defined in the Term Loan Agreement) by the Company in accordance with the terms of the Term Loan Agreement, to guarantee the obligations of the Company under the Term Loan Agreement and become a party to the Guarantee and Collateral Agreement. The Company may designate a newly created or acquired subsidiary as an Excluded Subsidiary so long as certain conditions and requirements provided for in the Term Loan Agreement are met.

 

The Term Loan Agreement contains certain affirmative and negative covenants that are binding on the Loan Parties, including, but not limited to, restrictions (subject to specified exceptions and qualifications) on the ability of the Loan Parties to incur indebtedness, to create liens on their property, to make investments, to merge, consolidate or enter into any similar combination, or enter into any asset disposition of all or substantially all assets, or liquidate, wind-up or dissolve, to make asset dispositions, to declare or pay dividends or make related distributions, to enter into certain transactions with affiliates, to enter into any negative pledges or other restrictive agreements, to engage in any business other than the business of the Loan Parties as of the date of the Term Loan Agreement and business activities reasonably related or ancillary thereto, to amend certain material contracts or to enter into any sale leaseback arrangements.

 

In addition, the Term Loan Agreement requires the Company to abide by certain financial covenants calculated for the Company and its subsidiaries on a consolidated basis as follows:

 

·

As of the last day of any fiscal quarter ending during the periods specified below, permit the Consolidated Corporate Leverage Ratio (as defined in the Term Loan Agreement) to be greater than the corresponding ratio set forth below: 

 

 

 

 

 

 

 

 

 

 

    

Maximum Ratio

Closing Date through December 31, 2014

 

    

5.00

to

1.0

    

January 1, 2015 through December 31, 2015

 

 

4.75

to

1.0

 

January 1, 2016 through December 31, 2016

 

 

4.50

to

1.0

 

January 1, 2017 and thereafter

 

 

4.25

to

1.0

 

 

·

As of the last day of any fiscal quarter permit the Consolidated Corporate Interest Coverage Ratio (as defined in the Term Loan Agreement) to be less than 2.75 to 1.00.

 

·

As of the last day of any fiscal quarter permit the Asset Coverage Ratio (as defined in the Term Loan Agreement) to be less than 1.50 to 1.00.

 

The Term Loan Agreement contains customary events of default (which are in some cases subject to certain exceptions, thresholds, notice requirements and grace periods), including, but not limited to, non-payment of principal or interest or other amounts, misrepresentations, failure to perform or observe covenants, cross-defaults with certain other indebtedness or material agreements, certain change in control events, voluntary or involuntary bankruptcy proceedings, failure of the Term Loan Agreement or other loan documents to be valid and binding, and certain ERISA events and judgments. As of December 31, 2016, the Company was in compliance with all covenants related to the Term Loan Agreement.

 

The following table shows the components of the note payable as of December 31, 2016 and 2015:

 

 

 

 

 

 

 

 

 

 

(in thousands, unless otherwise specified)

 

December 31, 

 

 

 

Component

    

2016

    

2015

  

Interest rate and repayments

 

Unpaid principal balance

 

$

167,327

 

$

168,431

 

Interest rate varies - see above for further details;

 

Unamortized debt discount

 

 

(987)

 

 

(1,238)

 

quarterly principal payments of $0.3 million

 

Unamortized debt issuance costs

 

 

(2,177)

 

 

(2,731)

 

 

 

Carrying balance

 

$

164,163

 

$

164,462

 

 

 

 

The scheduled maturities, as of December 31, 2016, for the aggregate of the warehouse notes payable and the note payable is shown below. The warehouse notes payable obligations are incurred in support of the related loans held for sale and loans held for investment. Amounts advanced under the warehouse notes payable for loans held for sale are included in the subsequent year as the amounts are usually drawn and repaid within 60 days. The amounts included below related to the note payable include only the quarterly and final principal payments required by the related credit agreement (i.e., the non-contingent payments) and do not include any principal payments that are contingent upon Company cash flow, as defined in the credit agreement (i.e., the contingent payments). The maturities below are in thousands.

 

 

 

 

 

 

Year Ending December 31,

    

Maturities

  

2017

 

$

1,874,653

 

2018

 

 

115,048

 

2019

 

 

5,722

 

2020

 

 

164,015

 

2021

 

 

 —

 

Thereafter

 

 

 —

 

Total

 

$

2,159,438

 

 

All of the debt instruments, including the warehouse facilities, are senior obligations of the Company. All warehouse notes payable balances associated with loans held for sale and outstanding as of December 31, 2016 were or will be repaid in 2017.

v3.6.0.2
GOODWILL AND OTHER INTANGIBLE ASSETS
12 Months Ended
Dec. 31, 2016
GOODWILL AND OTHER INTANGIBLE ASSETS  
Goodwill and Other Intangible Assets

NOTE 8—GOODWILL AND OTHER INTANGIBLE ASSETS

 

A summary of the Company’s goodwill as of and for the year ended December 31, 2016 and 2015 follows:

 

 

 

 

 

 

 

 

 

 

As of and for the

 

 

 

Years Ended December 31, 

 

(in thousands)

    

2016

    

2015

 

Beginning balance

 

$

90,338

 

$

74,525

 

Additions from acquisitions

 

 

6,082

 

 

15,713

 

Retrospective adjustments

 

 

 —

 

 

100

 

Impairment

 

 

 —

 

 

 —

 

Ending balance

 

$

96,420

 

$

90,338

 

 

The addition from acquisitions shown in the table above relates to an immaterial acquisition completed on November 28, 2016. The Company purchased certain assets and assumed certain liabilities of George Elkins Mortgage Banking Company (“Elkins”), a small regional commercial mortgage banking company based in California, for $6.5 million in cash. Substantially all of the value associated with Elkins related to its assembled workforce and commercial lending platform, resulting in $6.1 million of goodwill. The goodwill is expected to be tax deductible over 15 years. The other assets acquired included an immaterial mortgage pipeline intangible asset and cash of $150 thousand, with no liabilities assumed. The operations of Elkins have been merged into the Company’s existing operations. As noted above in NOTE 2, all goodwill, including the goodwill resulting from the acquisition of Elkins, is allocated to the Company’s one reporting unit.

 

The fair value of consideration transferred was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, with the remaining unallocated amount recognized as goodwill. The fair value assigned to the identifiable intangible assets acquired was determined using the market and income approaches.

 

As of December 31, 2016, the Company has fully amortized all intangible assets obtained from acquisitions.

v3.6.0.2
FAIR VALUE MEASUREMENTS
12 Months Ended
Dec. 31, 2016
FAIR VALUE MEASUREMENTS  
Fair Value Measurements

NOTE 9—FAIR VALUE MEASUREMENTS

 

The Company uses valuation techniques that are consistent with the market approach, the income approach, and/or the cost approach to measure assets and liabilities that are measured at fair value. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, accounting standards establish a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

 

·

Level 1—Financial assets and liabilities whose values are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

 

·

Level 2—Financial assets and liabilities whose values are based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

 

·

Level 3—Financial assets and liabilities whose values are based on inputs that are both unobservable and significant to the overall valuation.

 

The Company's MSRs are measured at fair value on a nonrecurring basis. That is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The Company's MSRs do not trade in an active, open market with readily observable prices. While sales of multifamily MSRs do occur on occasion, precise terms and conditions vary with each transaction and are not readily available. Accordingly, the estimated fair value of the Company’s MSRs was developed using discounted cash flow models that calculate the present value of estimated future net servicing income. The model considers contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service, and other economic factors. The Company periodically reassesses and adjusts, when necessary, the underlying inputs and assumptions used in the model to reflect observable market conditions and assumptions that a market participant would consider in valuing an MSR asset. MSRs are carried at the lower of amortized cost or fair value.

 

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company's assets and liabilities carried at fair value:

 

·

Derivative Instruments—The derivative positions consist of interest rate lock commitments and forward sale agreements. These instruments are valued using a discounted cash flow model developed based on changes in the U.S. Treasury rate and other observable market data. The value was determined after considering the potential impact of collateralization, adjusted to reflect nonperformance risk of both the counterparty and the Company, and are classified within Level 3 of the valuation hierarchy.

 

·

Loans Held for Sale—Loans held for sale are reported at fair value. The Company determines the fair value of the loans held for sale using discounted cash flow models that incorporate quoted observable prices from market participants. Therefore, the Company classifies these loans held for sale as Level 2.

 

·

Pledged Securities—Pledged securities are valued using quoted market prices from recent trades. Therefore, the Company classifies pledged securities as Level 1.

 

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015, segregated by the level of the valuation inputs within the fair value hierarchy used to measure fair value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Quoted Prices in

    

Significant

    

Significant

    

    

 

 

 

 

Active Markets

 

Other

 

Other

 

 

 

 

 

 

For Identical

 

Observable

 

Unobservable

 

 

 

 

 

 

Assets

 

Inputs

 

Inputs

 

Balance as of

 

(in thousands)

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Period End

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans held for sale

 

$

 —

 

$

1,858,358

 

$

 —

 

$

1,858,358

 

Pledged securities

 

 

84,850

 

 

 —

 

 

 —

 

 

84,850

 

Derivative assets

 

 

 —

 

 

 —

 

 

61,824

 

 

61,824

 

Total

 

$

84,850

 

$

1,858,358

 

$

61,824

 

$

2,005,032

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

$

 —

 

$

 

 

$

4,396

 

$

4,396

 

Total

 

$

 —

 

$

 —

 

$

4,396

 

$

4,396

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans held for sale

 

$

 —

 

$

2,499,111

 

$

 —

 

$

2,499,111

 

Pledged securities

 

 

72,190

 

 

 —

 

 

 —

 

 

72,190

 

Derivative assets

 

 

 —

 

 

 —

 

 

11,678

 

 

11,678

 

Total

 

$

72,190

 

$

2,499,111

 

$

11,678

 

$

2,582,979

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

$

 —

 

$

 —

 

$

1,333

 

$

1,333

 

Total

 

$

 —

 

$

 —

 

$

1,333

 

$

1,333

 

 

There were no transfers between any of the levels within the fair value hierarchy during the years ended December 31, 2016 and 2015.

 

Derivative instruments (Level 3) are outstanding for short periods of time (generally less than 60 days). A roll forward of derivative instruments is presented below:

 

 

 

 

 

 

 

 

Fair Value Measurements

 

 

 

Using Significant 

 

 

 

Unobservable Inputs:

 

 

 

Derivative Instruments

 

(in thousands)

    

December 31, 2016

 

Derivative assets and liabilities, net

    

 

 

    

Beginning balance December 31, 2015

 

$

10,345

 

Settlements

 

 

(320,102)

 

Realized gains recorded in earnings (1)

 

 

309,757

 

Unrealized gains recorded in earnings (1)

 

 

57,428

 

Ending balance December 31, 2016

 

$

57,428

 

 

 

 

 

 

 

 

 

Fair Value Measurements

 

 

 

Using Significant 

 

 

 

Unobservable Inputs:

 

 

 

Derivative Instruments

 

(in thousands)

    

December 31, 2015

 

Derivative assets and liabilities, net

    

 

 

    

Beginning balance December 31, 2014

 

$

9,658

 

Settlements

 

 

(289,779)

 

Realized gains (losses) recorded in earnings (1)

 

 

280,121

 

Unrealized gains (losses) recorded in earnings (1)

 

 

10,345

 

Ending balance December 31, 2015

 

$

10,345

 


(1)

Realized and unrealized gains from derivatives are recognized in Gains from mortgage banking activities in the Consolidated Statements of Income.


The following table presents information about significant unobservable inputs used in the recurring measurement of the fair value of the Company’s Level 3 assets and liabilities as of December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

Quantitative Information about Level 3 Measurements

 

(in thousands)

    

Fair Value

    

Valuation Technique

    

Unobservable Input (1)

    

Input Value (1)

 

Derivative assets

 

$

61,824

 

Discounted cash flow

 

Counterparty credit risk

 

 —

 

Derivative liabilities

 

$

4,396

 

Discounted cash flow

 

Counterparty credit risk

 

 —

 


(1)

Significant increases in this input may lead to significantly lower fair value measurements.


The carrying amounts and the fair values of the Company's financial instruments as of December 31, 2016 and December 31, 2015 are presented below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016

 

December 31, 2015

 

 

    

Carrying

    

Fair

    

Carrying

    

Fair

 

(in thousands)

 

Amount

 

Value

 

Amount

 

Value

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

118,756

 

$

118,756

 

$

136,988

 

$

136,988

 

Restricted cash

 

 

9,861

 

 

9,861

 

 

5,306

 

 

5,306

 

Pledged securities

 

 

84,850

 

 

84,850

 

 

72,190

 

 

72,190

 

Loans held for sale

 

 

1,858,358

 

 

1,858,358

 

 

2,499,111

 

 

2,499,111

 

Loans held for investment, net

 

 

220,377

 

 

222,313

 

 

231,493

 

 

233,370

 

Derivative assets

 

 

61,824

 

 

61,824

 

 

11,678

 

 

11,678

 

Total financial assets

 

$

2,354,026

 

$

2,355,962

 

$

2,956,766

 

$

2,958,643

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

$

4,396

 

$

4,396

 

$

1,333

 

$

1,333

 

Warehouse notes payable

 

 

1,990,183

 

 

1,992,111

 

 

2,649,470

 

 

2,652,011

 

Note payable

 

 

164,163

 

 

167,327

 

 

164,462

 

 

168,431

 

Total financial liabilities

 

$

2,158,742

 

$

2,163,834

 

$

2,815,265

 

$

2,821,775

 

 

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

 

Cash and Cash Equivalents and Restricted Cash—The carrying amounts approximate fair value because of the short maturity of these instruments (Level 1).

 

Pledged Securities—Consist of highly liquid investments in money market accounts invested in government securities and investments in government guaranteed securities. Investments generally have maturities of 90 days or less and are valued using quoted market prices from recent trades.

 

Loans Held For Sale—Consist of originated loans that are generally transferred or sold within 60 days from the date that a mortgage loan is funded and are valued using discounted cash flow models that incorporate observable prices from market participants.

 

Loans Held For Investment—Consist of originated interim loans which the Company expects to hold for investment for the term of the loan, which is three years or less, and are valued using discounted cash flow models that incorporate primarily observable inputs from market participants and also credit-related adjustments, if applicable (Level 3). As of December 31, 2016 and December 31, 2015,  no credit-related adjustments were required.

 

Derivative Instruments—Consist of interest rate lock commitments and forward sale agreements. These instruments are valued using discounted cash flow models developed based on changes in the U.S. Treasury rate and other observable market data. The value is determined after considering the potential impact of collateralization, adjusted to reflect nonperformance risk of both the counterparty and the Company.

 

Warehouse Notes Payable—Consist of borrowings outstanding under warehouse line agreements. The borrowing rates on the warehouse lines are based upon 30-day LIBOR plus a margin. The unpaid principal balance of warehouse notes payable approximates fair value because of the short maturity of these instruments and the monthly resetting of the index rate to prevailing market rates (Level 2).

 

Note Payable—Consists of borrowings outstanding under a term note agreement. The borrowing rate on the note payable is based upon 30-day LIBOR plus an applicable margin. The Company estimates the fair value by discounting the future cash flows at market rates (Level 2).

 

Fair Value of Derivative Instruments and Loans Held for Sale—In the normal course of business, the Company enters into contractual commitments to originate and sell multifamily mortgage loans at fixed prices with fixed expiration dates. The commitments become effective when the borrowers "lock-in" a specified interest rate within time frames established by the Company. All mortgagors are evaluated for creditworthiness prior to the extension of the commitment. Market risk arises if interest rates move adversely between the time of the "lock-in" of rates by the borrower and the sale date of the loan to an investor.

 

To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, the Company's policy is to enter into a sale commitment with the investor simultaneous with the rate lock commitment with the borrower. The sale contract with the investor locks in an interest rate and price for the sale of the loan. The terms of the contract with the investor and the rate lock with the borrower are matched in substantially all respects, with the objective of eliminating interest rate risk to the extent practical. Sale commitments with the investors have an expiration date that is longer than our related commitments to the borrower to allow, among other things, for the closing of the loan and processing of paperwork to deliver the loan into the sale commitment.

 

Both the rate lock commitments to borrowers and the forward sale contracts to buyers are undesignated derivatives and, accordingly, are marked to fair value through Gains on mortgage banking activities in the Consolidated Statements of Income. The fair value of the Company's rate lock commitments to borrowers and loans held for sale and the related input levels includes, as applicable:

 

·

the assumed gain of the expected resultant loan sale to the investor (Level 2);

·

the expected net cash flows associated with servicing the loan, net of any guaranty obligations retained (Level 2);

·

the effects of interest rate movements between the date of the rate lock and the balance sheet date (Level 2); and

·

the nonperformance risk of both the counterparty and the Company (Level 3).

 

The fair value of the Company's forward sales contracts to investors considers effects of interest rate movements between the trade date and the balance sheet date (Level 2). The market price changes are multiplied by the notional amount of the forward sales contracts to measure the fair value.

 

The assumed gain considers the amount that the Company has discounted the price to the borrower from par for competitive reasons, if at all, and the expected net cash flows from servicing to be received upon sale of the loan (Level 2). The fair value of the expected net cash flows associated with servicing the loan is calculated pursuant to the valuation techniques applicable to MSRs (Level 2).

 

To calculate the effects of interest rate movements, the Company uses applicable published U.S. Treasury prices, and multiplies the price movement between the rate lock date and the balance sheet date by the notional loan commitment amount (Level 2).

 

The fair value of the Company's forward sales contracts to investors considers the market price movement of the same type of security between the trade date and the balance sheet date (Level 2). The market price changes are multiplied by the notional amount of the forward sales contracts to measure the fair value.

 

The fair value of the Company’s interest rate lock commitments and forward sales contracts is adjusted to reflect the risk that the agreement will not be fulfilled. The Company’s exposure to nonperformance in interest rate lock commitments and forward sale contracts is represented by the contractual amount of those instruments. Given the credit quality of our counterparties and the short duration of interest rate lock commitments and forward sale contracts, the risk of nonperformance by the Company’s counterparties has historically not been significant (Level 3).

 

The following table presents the components of fair value and other relevant information associated with the Company’s derivative instruments and loans held for sale as of December 31, 2016 and 2015.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Adjustment Components

 

Balance Sheet Location

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

Fair Value

 

 

 

Notional or

 

Assumed

 

 

 

 

Total

 

 

 

 

 

 

 

Adjustment

 

 

 

Principal

 

Gain

 

Interest Rate

 

Fair Value 

 

Derivative

 

Derivative

 

To Loans 

 

(in thousands)

 

Amount

 

on Sale

 

Movement

 

Adjustment

 

Assets

 

Liabilities

 

Held for Sale

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rate lock commitments

 

$

395,462

 

$

15,844

 

$

(2,275)

 

$

13,569

 

$

14,482

 

$

(913)

 

$

 —

 

Forward sale contracts

 

 

2,248,385

 

 

 —

 

 

43,859

 

 

43,859

 

 

47,342

 

 

(3,483)

 

 

 —

 

Loans held for sale

 

 

1,852,923

 

 

47,019

 

 

(41,584)

 

 

5,435

 

 

 —

 

 

 —

 

 

5,435

 

Total

 

 

 

 

$

62,863

 

$

 —

 

$

62,863

 

$

61,824

 

$

(4,396)

 

$

5,435

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rate lock commitments

 

$

267,710

 

$

9,467

 

$

(1,494)

 

$

7,973

 

$

7,973

 

$

 —

 

$

 —

 

Forward sale contracts

 

 

2,747,590

 

 

 —

 

 

2,371

 

 

2,371

 

 

3,705

 

 

(1,333)

 

 

 —

 

Loans held for sale

 

 

2,479,880

 

 

20,108

 

 

(877)

 

 

19,231

 

 

 —

 

 

 —

 

 

19,231

 

Total

 

 

 

 

$

29,575

 

$

 —

 

$

29,575

 

$

11,678

 

$

(1,333)

 

$

19,231

 

 

v3.6.0.2
LITIGATION, COMMITMENTS, AND CONTINGENCIES
12 Months Ended
Dec. 31, 2016
LITIGATION, COMMITMENTS, AND CONTINGENCIES  
Litigation, Commitments, and Contingencies

NOTE 10—LITIGATION, COMMITMENTS, AND CONTINGENCIES

 

Fannie Mae DUS Related Commitments—Commitments for the origination and subsequent sale and delivery of loans to Fannie Mae represent those mortgage loan transactions where the borrower has locked an interest rate and scheduled closing and the Company has entered into a mandatory delivery commitment to sell the loan to Fannie Mae. As discussed in NOTE 9, the Company accounts for these commitments as derivatives recorded at fair value.

 

The Company is generally required to share the risk of any losses associated with loans sold under the Fannie Mae DUS program. The Company is required to secure these obligations by assigning restricted cash balances and securities to Fannie Mae. The amount of collateral required by Fannie Mae is a formulaic calculation at the loan level and considers the balance of the loan, the risk level of the loan, the age of the loan, and the level of risk-sharing. Fannie Mae requires restricted liquidity for Tier 2 loans of 75 basis points, which is funded over a 48-month period that begins upon delivery of the loan to Fannie Mae. Restricted liquidity held in the form of money market funds holding U.S. Treasuries is discounted 5% for purposes of calculating compliance with the restricted liquidity requirements. As of December 31, 2016, the Company held substantially all of its restricted liquidity in money market funds holding U.S. Treasuries. Additionally, substantially all of the loans for which the Company has risk sharing are Tier 2 loans.

 

The Company is in compliance with the December 31, 2016 collateral requirements as outlined above. As of December 31, 2016, reserve requirements for the December 31, 2016 DUS loan portfolio will require the Company to fund $54.0 million in additional restricted liquidity over the next 48 months, assuming no further principal paydowns, prepayments, or defaults within the at risk portfolio. Fannie Mae periodically reassesses the DUS Capital Standards and may make changes to these standards in the future. The Company generates sufficient cash flow from its operations to meet these capital standards and does not expect any future changes to have a material impact on its future operations; however, any future changes to collateral requirements may adversely impact the Company’s available cash.

 

Fannie Mae has established benchmark standards for capital adequacy, and reserves the right to terminate the Company's servicing authority for all or some of the portfolio if at any time it determines that the Company's financial condition is not adequate to support its obligations under the DUS agreement. The Company is required to maintain acceptable net worth as defined in the agreement, and the Company satisfied the requirements as of December 31, 2016. The net worth requirement is derived primarily from unpaid balances on Fannie Mae loans and the level of risk sharing. At December 31, 2016, the net worth requirement was $129.6 million, and the Company's net worth was $633.2 million, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC. As of December 31, 2016, the Company was required to maintain at least $25.1 million of liquid assets to meet operational liquidity requirements for Fannie Mae, Freddie Mac, HUD, and Ginnie Mae. As of December 31, 2016, the Company had operational liquidity of $115.8 million, as measured at our wholly owned operating subsidiary, Walker & Dunlop, LLC.

 

Other Commitments—Under certain limited circumstances, the Company may make preferred equity investments in entities controlled by certain of its borrowers that will assist those borrowers to acquire and reposition properties. The terms of such investments are negotiated with each investment. As of December 31, 2016, the Company has made commitments to fund such preferred equity investments in monthly installments totaling $42.8 million, $24.8 million of which has been funded. The Company expects to fund the remaining commitment amount over the next 12 months.

 

Litigation—In the ordinary course of business, the Company may be party to various claims and litigation, none of which the Company believes is material. The Company cannot predict the outcome of any pending litigation and may be subject to consequences that could include fines, penalties, and other costs, and the Company’s reputation and business may be impacted. The Company believes that any liability that could be imposed on the Company in connection with the disposition of any pending lawsuits would not have a material adverse effect on its business, results of operations, liquidity, or financial condition.

 

Lease Commitments—In the normal course of business, the Company enters into lease arrangements for all of its office space. All such lease arrangements are accounted for as operating leases. Rent expense related to these lease agreements is recognized on the straight-line basis over the term of the lease. Rent expense was $6.4 million,  $5.9 million, and $5.1 million for the years ended December 31, 2016, 2015, and 2014, respectively.

 

Minimum cash basis operating lease commitments follow (in thousands):

 

 

 

 

 

Year Ending December 31,

    

 

  

2017

 

$

5,328

 

2018

 

 

5,236

 

2019

 

 

4,554

 

2020

 

 

4,158

 

2021

 

 

3,743

 

Thereafter

 

 

6,404

 

Total

 

$

29,423

 

 

v3.6.0.2
SHARE-BASED PAYMENT
12 Months Ended
Dec. 31, 2016
SHARE-BASED PAYMENT  
Share-Based Payment

NOTE 11—SHARE-BASED PAYMENT

 

As of December 31, 2016, there were 8.5 million shares of stock authorized for issuance to directors, officers, and employees under the 2015 Equity Incentive Plan. At December 31, 2016,  2.9 million shares remain available for grant under the 2015 Equity Incentive Plan.

 

During 2016,  2015, and 2014, the Company granted stock options to executive officers under the 2015 Equity Incentive Plan and restricted shares to officers, employees, and non-employee directors, without cost to the grantee. During 2016,  2015, and 2014, the Company also granted 0.5 million, zero, and 0.6 million RSUs, respectively, to the officers and certain other employees in connection with PSPs. The Company granted the RSUs at the maximum performance thresholds for each metric each year. As of December 31, 2016, all of these RSUs are unvested and outstanding.

 

The performance period for the 2014 PSP concluded on December 31, 2016. The two performance goals related to the 2014 PSP were met at varying levels. Accordingly, 0.6 million shares related to the 2014 PSP vested in the first quarter of 2017. As of December 31, 2016, the Company concluded that the three performance targets related to the 2016 PSP were probable of achievement at varying levels.

 

The following table summarizes stock compensation expense for the years ended December 31, 2016, 2015, and 2014:

 

 

 

 

 

 

 

 

 

 

 

 

Components of stock compensation expense (in thousands)

    

2016

    

2015

    

2014

  

Restricted shares

 

$

10,272

 

$

8,214

 

$

7,105

 

Stock options

 

 

1,768

 

 

1,957

 

 

1,878

 

2014 PSP

 

 

3,625

 

 

3,913

 

 

1,011

 

2016 PSP

 

 

2,812

 

 

 —

 

 

 —

 

Total stock compensation expense

 

$

18,477

 

$

14,084

 

$

9,994

 

 

 

 

 

 

 

 

 

 

 

 

Excess tax benefit (shortfall) recognized

 

$

631

 

$

1,410

 

$

(38)

 

 

The restricted shares amounts in the table above include both equity-classified awards granted in restricted shares and liability-classified awards to be granted in restricted shares.

 

The following table summarizes restricted share activity for the year ended December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

Average

 

 

 

 

 

Grant-date

 

Restricted Shares

    

Shares

    

Fair Value

 

Nonvested at January 1, 2016

 

1,312,774

 

$

19.99

 

Granted

 

645,533

 

 

21.51

 

Vested

 

(452,856)

 

 

19.38

 

Forfeited

 

(23,968)

 

 

27.78

 

Nonvested at December 31, 2016

 

1,481,483

 

$

20.71

 

 

The fair value of restricted share awards granted during 2016 was estimated using the closing price on the date of grant. The weighted average grant date fair values of restricted shares granted in 2015 and 2014 were $21.03 per share and $16.60 per share, respectively. The fair values of the restricted shares that vested during the years ended December 31, 2016, 2015, and 2014 were $10.3 million, $9.6 million, and $6.2 million, respectively.

 

As of December 31, 2016, the total unrecognized compensation cost for outstanding restricted shares was $17.5 million. As of December 31, 2016, the weighted-average period over which the unrecognized compensation cost will be recognized is 2.8 years.

 

The following table summarizes stock options activity for the year ended December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

Weighted-

 

Average

 

Aggregate

 

 

 

 

 

Average

 

Remaining

 

Intrinsic

 

 

 

 

 

Exercise

 

Contract Life

 

Value

 

Stock Options

    

Options

    

Price

    

(Years)

    

(in thousands)

 

Outstanding at January 1, 2016

 

1,106,352

 

$

16.30

 

 

 

 

 

 

Granted

 

207,180

 

 

20.40

 

 

 

 

 

 

Exercised

 

(18,157)

 

 

26.97

 

 

 

 

 

 

Forfeited

 

 —

 

 

 —

 

 

 

 

 

 

Expired

 

 —

 

 

 —

 

 

 

 

 

 

Outstanding at December 31, 2016

 

1,295,375

 

$

16.97

 

7.0

 

$

18,436

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at December 31, 2016

 

815,080

 

$

16.14

 

6.2

 

$

12,279

 

 

The total intrinsic value of the stock options exercised during the years ended December 31, 2016,  2015, and 2014 was $0.2 million, $2.6 million, and less than $0.1 million, respectively. We received no cash from the exercise of options for each of the years ended December 31, 2016, 2015, and 2014.

 

As of December 31, 2016, the total unrecognized compensation cost for outstanding options was $1.7 million. As of December 31, 2016, the weighted-average period over which the unrecognized compensation cost will be recognized is 1.7 years.

 

The fair value of stock option awards granted during 2016,  2015, and 2014 were estimated on the grant date using the Black-Scholes option pricing model, based on the following inputs:

 

 

 

 

 

 

 

 

 

 

 

 

    

2016

    

2015

    

2014

  

Estimated option life

 

 

6.00 years

 

 

6.00 years

 

 

6.00 years

 

Risk free interest rate

 

 

1.31

%

 

1.68

%

 

1.86

%

Expected volatility

 

 

34.42

%

 

33.48

%

 

35.35

%

Expected dividend rate

 

 

0.00

%

 

0.00

%

 

0.00

%

Weighted average grant date fair value per share of options granted

 

$

7.21

 

$

5.90

 

$

6.35

 

 

v3.6.0.2
EARNINGS PER SHARE
12 Months Ended
Dec. 31, 2016
EARNINGS PER SHARE  
Earnings Per Share

NOTE 12—EARNINGS PER SHARE

 

The following weighted average shares and share equivalents are used to calculate basic and diluted earnings per share for years ended December 31, 2016, 2015, and 2014:

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

(in thousands)

 

2016

    

2015

    

2014

 

Weighted average number of shares outstanding used to calculate basic earnings per share

 

29,432

 

29,754

 

32,210

 

 

 

 

 

 

 

 

 

Dilutive securities

 

 

 

 

 

 

 

Unvested restricted shares and restricted share units

 

1,403

 

952

 

 —

 

Stock options

 

337

 

243

 

414

 

Weighted average number of shares and share equivalents outstanding used to calculate diluted earnings per share

 

31,172

 

30,949

 

32,624

 

 

The assumed proceeds used for calculating the dilutive impact of restricted stock awards under the treasury method includes the unrecognized compensation costs associated with the awards. The following table presents any average outstanding options to purchase shares of common stock and average restricted shares that were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive (the exercise price of the options or the grant date market price of the restricted shares was greater than the average market price of the Company’s shares during the periods presented).

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

(in thousands)

 

2016

    

2015

    

2014

 

Average options

 

181

 

 —

 

611

 

Average restricted shares

 

181

 

14

 

 —

 

 

Under the 2015 Equity Incentive Plan, subject to the Company’s approval, grantees have the option of electing to satisfy tax withholding obligations at the time of vesting or exercise by allowing the Company to withhold and purchase the shares of stock otherwise issuable to the grantee. For the years ended December 31, 2016, 2015, and 2014, the Company repurchased and retired 0.2 million, 0.2 million, and 0.1 million restricted shares at a weighted average market price of $22.74,  $20.11, and $15.53, upon grantee vesting, respectively.

 

In the first quarter of 2014, the Company repurchased 2.5 million shares of the Company’s common stock from one of its largest stockholders at the time at a price of $14.50 per share, which was below the quoted price at the time, and immediately retired the shares, reducing stockholders’ equity by approximately $35.5 million.

In the first quarter of 2015, the Company repurchased 3.0 million shares of its common stock from one of its largest stockholders at the time at a price of $15.60 per share, which was below the quoted price at the time, and immediately retired the shares, reducing stockholders’ equity by $46.8 million.

During the first quarter of 2016, the Company’s Board of Directors authorized the Company to repurchase up to $75.0 million of its common stock over a 12-month period. During 2016, the Company repurchased 0.4 million shares of its common stock under the share repurchase program at a weighted average price of $23.11 per share and immediately retired the shares, reducing stockholders’ equity by $9.2 million. The Company had $65.8 million of authorized share repurchase capacity remaining as of December 31, 2016. In February 2017, our Board for Directors approved a new stock repurchase program that permits the repurchase of up to $75.0 million of shares of our common stock over a 12-month period beginning on February 10, 2017.

v3.6.0.2
INCOME TAXES
12 Months Ended
Dec. 31, 2016
INCOME TAXES  
INCOME TAXES

NOTE 13—INCOME TAXES

 

Income Tax Expense

 

The Company calculates its provision for federal and state income taxes based on current tax law. The reported tax provision differs from the amounts currently receivable or payable because some income and expense items are recognized in different time periods for financial reporting purposes than for income tax purposes. The following is a summary of income tax expense for the years ended December 31, 2016, 2015, and 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

(in thousands)

    

2016

    

2015

    

2014

 

Current

 

 

 

 

 

 

 

 

 

 

Federal

 

$

28,699

 

$

29,117

 

$

19,309

 

State

 

 

5,176

 

 

5,325

 

 

2,959

 

Total

 

$

33,875

 

$

34,442

 

$

22,268

 

 

 

 

 

 

 

 

 

 

 

 

Deferred

 

 

 

 

 

 

 

 

 

 

Federal

 

$

32,159

 

$

14,571

 

$

8,862

 

State

 

 

5,436

 

 

2,348

 

 

1,398

 

Total

 

$

37,595

 

$

16,919

 

$

10,260

 

 

 

 

 

 

 

 

 

 

 

 

Items charged or credited directly to stockholders' equity

 

 

 

 

 

 

 

 

 

 

Federal

 

$

 —

 

$

1,218

 

$

(33)

 

State

 

 

 —

 

 

192

 

 

(5)

 

Total

 

$

 —

 

$

1,410

 

$

(38)

 

Income tax expense

 

$

71,470

 

$

52,771

 

$

32,490

 

 

As more fully described in NOTE 2, in 2016, the Company adopted a new accounting standard that requires excess tax benefits from stock compensation to be recorded as a reduction to income tax expense instead of being recorded directly to equity. Excess tax benefits recognized in 2016 reduced income tax expense by $0.6 million.

 

A reconciliation of the statutory federal tax expense to the income tax expense in the accompanying statements of income follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

(in thousands)

    

2016

    

2015

    

2014

 

Statutory federal expense (35%)

 

$

65,023

 

$

47,378

 

$

29,369

 

Statutory state income tax expense, net of federal tax benefit

 

 

6,714

 

 

4,611

 

 

2,805

 

Other

 

 

(267)

 

 

782

 

 

316

 

Income tax expense

 

$

71,470

 

$

52,771

 

$

32,490

 

 

Deferred Tax Assets/Liabilities

 

The tax effects of temporary differences between reported earnings and taxable earnings consisted of the following:  

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

(in thousands)

    

2016

    

2015

 

Deferred Tax Assets

 

 

 

 

 

 

 

Compensation related

 

$

17,341

 

$

12,273

 

Credit losses

 

 

1,269

 

 

1,994

 

Acquisition related (1)

 

 

 —

 

 

1,929

 

Other

 

 

407

 

 

1,270

 

Total deferred tax assets

 

$

19,017

 

$

17,466

 

 

 

 

 

 

 

 

 

Deferred Tax Liabilities

 

 

 

 

 

 

 

Mark-to-market of derivatives and loans held for sale

 

$

(19,934)

 

$

(9,745)

 

Mortgage servicing rights related

 

 

(135,519)

 

 

(107,166)

 

Acquisition related (1)

 

 

(722)

 

 

 —

 

Depreciation

 

 

(1,862)

 

 

(1,980)

 

Total deferred tax liabilities

 

$

(158,037)

 

$

(118,891)

 

Deferred tax liabilities, net

 

$

(139,020)

 

$

(101,425)

 


(1)

Acquisition-related deferred tax assets and deferred tax liabilities consist of book-to-tax differences associated with basis step ups related to the amortization of goodwill recorded from acquisitions, acquisition-related costs capitalized for tax purposes, and book-to-tax differences in intangible asset amortization.


The Company believes it is more likely than not that it will generate sufficient taxable income in future periods to realize the deferred tax assets.

 

Tax Uncertainties

 

The Company periodically assesses its liabilities and contingencies for all periods open to examination by tax authorities based on the latest available information. Where the Company believes it is more likely than not that a tax position will not be sustained, management records its best estimate of the resulting tax liability, including interest, in the consolidated financial statements. As of December 31, 2016, based on all known facts and circumstances and current tax law, management believes that there are no tax positions for which it is reasonably possible that the unrecognized tax benefits will significantly increase or decrease over the next 12 months, producing, individually or in the aggregate, a material effect on the Company’s results of operations, financial condition, or cash flows.

v3.6.0.2
SEGMENTS
12 Months Ended
Dec. 31, 2016
SEGMENTS  
Segments

NOTE 14—SEGMENTS

 

The Company is one of the leading commercial real estate services and finance companies in the United States, with a primary focus on multifamily lending. The Company originates a range of multifamily and other commercial real estate loans that are sold to the Agencies or placed with institutional investors. The Company also services nearly all of the loans it sells to the Agencies and some of the loans that it places with institutional investors. Substantially all of the Company’s operations involve the delivery and servicing of loan products for its customers. Management makes operating decisions and assesses performance based on an ongoing review of these integrated operations, which constitute the Company's only operating segment for financial reporting purposes.

 

The Company evaluates the performance of its business and allocates resources based on a single-segment concept. No one borrower/key principal accounts for more than 3% of our total risk-sharing loan portfolio. 

 

An analysis of the product concentrations and geographic dispersion that impact the Company’s servicing revenue is shown in the following tables. This information is based on the distribution of the loans serviced for others. The principal balance of the loans serviced for others, by product, as of December 31, 2016,  2015, and 2014 follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

(in thousands)

    

2016

    

2015

    

2014

 

Fannie Mae

 

$

27,728,164

 

$

22,915,088

 

$

20,521,425

 

Freddie Mac

 

 

20,688,410

 

 

17,810,007

 

 

12,916,705

 

Ginnie Mae-HUD

 

 

9,155,794

 

 

5,657,809

 

 

5,828,981

 

Life insurance companies and other

 

 

5,508,786

 

 

3,829,360

 

 

4,764,779

 

Total

 

$

63,081,154

 

$

50,212,264

 

$

44,031,890

 

 

The percentage of unpaid principal balance of the loans serviced for others as of December 31, 2016,  2015, and 2014 by geographical area, is as shown in the following table. No other state accounted for more than 5% unpaid principal balance and related servicing revenues in any of the years presented. The Company does not have any operations outside of the United States.

 

 

 

 

 

 

 

 

 

 

 

Percent of Total UPB as of December 31, 

 

 

    

2016

    

2015

    

2014

    

California

 

17.2

%

16.1

%

14.9

%

Texas

 

8.5

%

7.9

%

7.5

%

Florida

 

8.2

%

8.4

%

8.5

%

Wisconsin

 

5.0

%

4.9

%

4.1

%

Virginia

 

4.0

%

4.7

%

5.2

%

Maryland

 

3.3

%

3.6

%

6.1

%

All other states

 

53.8

%

54.4

%

53.7

%

Total

 

100.0

%

100.0

%

100.0

%

 

v3.6.0.2
OTHER OPERATING EXPENSES
12 Months Ended
Dec. 31, 2016
OTHER OPERATING EXPENSES  
Other Operating Expenses

NOTE 15—OTHER OPERATING EXPENSES

 

The following is a summary of the major components of other operating expenses for the years ended December 31, 2016,  2015, and 2014.

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

(in thousands)

    

2016

    

2015

    

2014

 

Professional fees

 

$

12,089

 

$

10,936

 

$

11,117

 

Travel and entertainment

 

 

7,004

 

 

6,461

 

 

4,267

 

Rent

 

 

6,404

 

 

5,943

 

 

5,077

 

Marketing and preferred broker

 

 

5,607

 

 

4,599

 

 

3,693

 

Office expenses

 

 

4,539

 

 

4,103

 

 

3,537

 

All other

 

 

5,695

 

 

6,465

 

 

7,140

 

Total

 

$

41,338

 

$

38,507

 

$

34,831

 

 

v3.6.0.2
QUARTERLY RESULTS (UNAUDITED)
12 Months Ended
Dec. 31, 2016
QUARTERLY RESULTS (UNAUDITED)  
Quarterly Results (Unaudited)

NOTE 16—QUARTERLY RESULTS (UNAUDITED)

 

The following table sets forth unaudited selected financial data and operating information on a quarterly basis as of and for the years ended December 31, 2016 and 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of and for the year ended December 31, 2016

 

(in thousands, except per share data)

    

4th Quarter

    

3rd Quarter

    

2nd Quarter

    

1st Quarter

 

Gains from mortgage banking activities

 

$

117,779

 

$

100,630

 

$

102,453

 

$

46,323

 

Servicing fees

 

 

39,370

 

 

37,134

 

 

32,771

 

 

31,649

 

Total revenues

 

 

178,391

 

 

154,786

 

 

147,858

 

 

94,241

 

Personnel

 

 

73,126

 

 

64,377

 

 

55,758

 

 

34,230

 

Amortization and depreciation

 

 

30,603

 

 

29,244

 

 

26,425

 

 

25,155

 

Total expenses

 

 

117,210

 

 

106,074

 

 

96,152

 

 

70,059

 

Income from operations

 

 

61,181

 

 

48,712

 

 

51,706

 

 

24,182

 

Walker & Dunlop net income

 

 

36,790

 

 

29,628

 

 

32,021

 

 

15,458

 

Diluted earnings per share

 

$

1.16

 

$

0.96

 

$

1.05

 

$

0.50

 

Total transaction volume

 

$

6,260,898

 

$

5,032,238

 

$

5,389,276

 

$

2,615,700

 

Servicing portfolio

 

$

63,081,154

 

$

59,121,989

 

$

57,321,824

 

$

51,040,752

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of and for the year ended December 31, 2015

 

(in thousands, except per share data)

    

4th Quarter

    

3rd Quarter

    

2nd Quarter

    

1st Quarter

 

Gains from mortgage banking activities

 

$

76,986

 

$

70,810

 

$

69,950

 

$

72,720

 

Servicing fees

 

 

30,530

 

 

29,328

 

 

28,058

 

 

26,841

 

Total revenues

 

 

121,365

 

 

120,786

 

 

113,926

 

 

112,121

 

Personnel

 

 

49,224

 

 

49,328

 

 

45,993

 

 

40,045

 

Amortization and depreciation

 

 

24,385

 

 

25,644

 

 

23,470

 

 

24,674

 

Total expenses

 

 

87,493

 

 

87,340

 

 

81,284

 

 

76,715

 

Income from operations

 

 

33,872

 

 

33,446

 

 

32,642

 

 

35,406

 

Walker & Dunlop net income

 

 

20,411

 

 

20,251

 

 

20,153

 

 

21,313

 

Diluted earnings per share

 

$

0.67

 

$

0.66

 

$

0.67

 

$

0.66

 

Total transaction volume

 

$

4,686,283

 

$

4,936,762

 

$

3,787,305

 

$

4,348,398

 

Servicing portfolio

 

$

50,212,264

 

$

47,794,561

 

$

47,713,739

 

$

46,066,660

 

 

v3.6.0.2
SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2016
SUBSEQUENT EVENTS  
Subsequent Events

NOTE 17—SUBSEQUENT EVENTS

 

On January 30, 2017, the Company completed the acquisition of certain assets and assumption of certain liabilities of Deerwood Real Estate Capital, LLC (“Deerwood”), a regional commercial mortgage banking company based in the greater New York City area, for $15.0 million cash. Prior to the acquisition, Deerwood engaged in commercial real estate loan brokerage services across the United States, with a primary focus in the Greater New York City area. The acquisition expands the Company’s network of loan originators and provides further diversification to its loan origination platform by allowing the Company to significantly increase its commercial lending platform in the greater New York City area. The purchase agreement provides for an earnout over the three-year period following the acquisition if certain revenue targets are met.

 

The Company has not completed the accounting for the Deerwood acquisition as of the issuance date of these financial statements. Therefore, disclosures relating to the goodwill recognized, if any, the amount of contingent consideration recognized, if any, and the fair value of the assets acquired and liabilities assumed could not be presented.

v3.6.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Dec. 31, 2016
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Consolidation

Principles of Consolidation—The consolidated financial statements include the accounts of the Company and all of its consolidated entities. All intercompany transactions have been eliminated. When the Company has significant influence over operating and financial decisions for an entity but does not own a majority of the voting interests, the Company accounts for the investment using the equity method of accounting.

Subsequent Events

Subsequent Events—The Company has evaluated the effects of all events that have occurred subsequent to December 31, 2016. There have been no material events that would require recognition in the consolidated financial statements. The Company has made certain disclosures in the notes to the consolidated financial statements of events that have occurred subsequent to December 31, 2016. No other material subsequent events have occurred that would require disclosure.

Use of Estimates

Use of Estimates—The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, including guaranty obligations, allowance for risk-sharing obligations, allowance for loan losses, capitalized mortgage servicing rights, derivative instruments, and the disclosure of contingent assets and liabilities. Actual results may vary from these estimates.

Gains from Mortgage Banking Activities and Mortgage Servicing Rights

Gains from Mortgage Banking Activities and Mortgage Servicing RightsGains from mortgage banking activities income is recognized when the Company records a derivative asset upon the commitment to originate a loan with a borrower and sell the loan to an investor. This commitment asset is recognized at fair value, which reflects the fair value of the contractual loan origination related fees and sale premiums, net of any co-broker fees, and the estimated fair value of the expected net cash flows associated with the servicing of the loan, net of the estimated net future cash flows associated with any guaranty obligations retained. For loans the Company brokers, gains from mortgage banking activities are recognized when the loan is closed and represent the origination fee earned by the Company. The co-broker fees for the years ended December 31, 2016, 2015, and 2014 were $35.8 million, $18.0 million, and $15.9 million, respectively.

Transfer of financial assets is reported as a sale when (a) the transferor surrenders control over those assets, (b) the transferred financial assets have been legally isolated from the Company’s creditors, (c) the transferred assets can be pledged or exchanged by the transferee, and (d) consideration other than beneficial interests in the transferred assets is received in exchange. The transferor is considered to have surrendered control over transferred assets if, and only if, certain conditions are met. The Company determined that all loans sold during the periods presented met these specific conditions and accounted for all transfers of loans held for sale as completed sales.

When a loan is sold, the Company retains the right to service the loan and initially recognizes an individual mortgage servicing right (“MSR”) for the loan sold at fair value. The initial capitalized amount is equal to the estimated fair value of the expected net cash flows associated with servicing the loans, net of the expected net cash flows associated with any guaranty obligations. The following describes the principal assumptions used in estimated capitalized MSRs:

Discount rate—Depending upon loan type, the discount rate used is management's best estimate of market discount rates. The rates used for loans sold were 10% to 15% for each of the periods presented and varied based on loan type.

 

Estimated Life—The estimated life of the MSRs is derived based upon the stated yield maintenance and/or prepayment protection term of the underlying loan and may be reduced by 6 to 12 months based upon the expiration of various types of prepayment penalty and/or lockout provisions prior to that stated maturity date. The Company’s historical experience is that the prepayment provisions typically do not provide a significant deterrent to a borrower’s paying off the loan within 6 to 12 months of the expiration of the prepayment provisions.

 

Servicing Cost—The estimated future cost to service the loan for the estimated life of the MSR is subtracted from the estimated future cash flows.

 

The assumptions used to estimate the fair value of MSRs at loan sale are based on internal models and are compared to assumptions used by other market participants periodically. When such comparisons indicate that these assumptions have changed significantly, the Company adjusts its assumptions accordingly.

Subsequent to the initial measurement date, MSRs are amortized using the interest method over the period that servicing income is expected to be received and presented as a component of Amortization and depreciation in the Consolidated Statements of Income. For MSRs recognized at loan sale, the individual loan-level MSR is written off through a charge to Amortization and depreciation when a loan prepays, defaults, or is probable of default. We evaluate MSRs for impairment quarterly. The Company tests for impairment on the purchased stand-alone servicing portfolio separately from the Company’s other MSRs. The MSRs from both stand-alone portfolio purchases and from loan sales are tested for impairment at the portfolio level. The Company engages a third party to assist in determining an estimated fair value of our existing and outstanding MSRs on at least a semi-annual basis.

The fair value of MSRs acquired through a stand-alone servicing portfolio purchase is equal to the purchase price paid. For purchased stand-alone servicing portfolios, we record a portfolio-level MSR asset and determine the estimated life of the portfolio based on the prepayment characteristics of the portfolio. We subsequently amortize such MSRs and test for impairment quarterly as discussed in more detail above.

 

For MSRs related to purchased stand-alone servicing portfolios, a constant rate of prepayments and defaults is included in the determination of the portfolio’s estimated life (and thus included as a component of the portfolio’s amortization). Accordingly, prepayments and defaults of individual MSRs do not change the level of amortization expense recorded for the portfolio unless the pattern of actual prepayments and defaults varies significantly from the estimated pattern. When such a significant difference in the pattern of estimated and actual prepayments and defaults occurs, we prospectively adjust the estimated life of the portfolio (and thus future amortization) to approximate the actual pattern observed.

Guaranty Obligation and Allowance for Risk-sharing Obligations

Guaranty Obligation and Allowance for Risk-sharing Obligations—When a loan is sold under the Fannie Mae DUS program, the Company undertakes an obligation to partially guarantee the performance of the loan. Upon loan sale, a liability for the fair value of the obligation undertaken in issuing the guaranty is recognized and presented as Guaranty obligation, net of accumulated amortization. The recognized guaranty obligation is the greater of the fair value of the Company’s obligation to stand ready to perform over the term of the guaranty (the noncontingent guaranty) and the fair value of the Company’s obligation to make future payments should those triggering events or conditions occur (contingent guaranty).

Historically, the fair value of the contingent guaranty at inception has been de minimis; therefore, the fair value of the noncontingent guaranty has been recognized. In determining the fair value of the guaranty obligation, the Company considers the risk profile of the collateral, historical loss experience, and various market indicators. Generally, the estimated fair value of the guaranty obligation is based on the present value of the cash flows expected to be paid under the guaranty over the estimated life of the loan (historically three to five basis points per year) discounted using a 12-15 percent discount rate. The discount rate used is consistent with what is used for the calculation of the MSR for each loan. The estimated life of the guaranty obligation is the estimated period over which the Company believes it will be required to stand ready under the guaranty. Subsequent to the initial measurement date, the liability is amortized over the life of the guaranty period using the straight-line method as a component of and reduction to Amortization and depreciation in the Consolidated Statements of Income, unless, as discussed more fully below, the loan defaults or management determines that the loan’s risk profile is such that amortization should cease.

 

The Company monitors the performance of each risk-sharing loan for events or conditions which may signal a potential default. Our process for identifying which risk-sharing loans may be probable of loss consists of an assessment of several qualitative and quantitative factors including payment status, property financial performance, local real estate market conditions, loan-to-value ratio, debt-service-coverage ratio, and property condition. Historically, initial loss recognition occurs at or before a loan becomes 60 days delinquent. In instances where payment under the guaranty on a specific loan is determined to be probable and estimable (as the loan is probable of foreclosure or in foreclosure), the Company records a liability for the estimated allowance for risk-sharing (a “specific reserve”) through a charge to the provision for risk-sharing obligations, which is a component of Provision (benefit) for credit losses in the Consolidated Statements of Income, along with a write-off of the associated loan-specific MSR.

The amount of the allowance considers the Company’s assessment of the likelihood of repayment by the borrower or key principal(s), the risk characteristics of the loan, the loan’s risk rating, historical loss experience, adverse situations affecting individual loans, the estimated disposition value of the underlying collateral, and the level of risk sharing. The estimate of property fair value at initial recognition of the allowance for risk-sharing obligations is based on appraisals, broker opinions of value, or net operating income and market capitalization rates, depending on the facts and circumstances associated with the loan. We regularly monitor the specific reserves on all applicable loans and update loss estimates as current information is received. The settlement with Fannie Mae is based on the actual sales price of the property and selling and property preservation costs and considers the Fannie Mae loss-sharing requirements.

 

In addition to the specific reserves discussed above, the Company also records an allowance for risk-sharing obligations related to risk-sharing loans on its watch list (“general reserves”). Such loans are not probable of foreclosure but are probable of loss as the characteristics of these loans indicate that it is probable that these loans include some losses even though the loss cannot be attributed to a specific loan. For all other risk-sharing loans not on our watch list, the Company continues to carry a guaranty obligation. The Company calculates the general reserves based on a migration analysis of the loans on its historical watch lists, adjusted for qualitative factors. When the Company places a risk-sharing loan on its watch list, the Company ceases to amortize the guaranty obligation and transfers the remaining unamortized balance of the guaranty obligation to the general reserves. The Company recognizes a provision for risk-sharing obligations to the extent the calculated general reserve exceeds the remaining unamortized guaranty obligation. If a risk-sharing loan is subsequently removed from the watch list due to improved financial performance or other factors, the Company transfers the unamortized balance of the guaranty obligation back to the guaranty obligation classification on the balance sheet and amortizes the remaining unamortized balance evenly over the remaining estimated life.

For each loan for which we have a risk-sharing obligation, we record one of the following liabilities associated with that loan as discussed above: guaranty obligation, general reserve, or specific reserve. Although the liability type may change over the life of the loan, at any particular point in time, only one such liability is associated with a loan for which we have a risk-sharing obligation. The total of the specific reserves and general reserves is presented as Allowance for risk-sharing obligations in the Consolidated Balance Sheets.

Loans Held for Investment, net

Loans Held for Investment, netThe Company offers an interim loan program for floating-rate, interest-only loans for terms of up to three years to experienced borrowers seeking to acquire or reposition multifamily properties that do not currently qualify for permanent GSE or HUD (collectively, the “Agencies”) financing (the “Interim Program”). These loans are classified as held for investment on the Company’s consolidated balance sheet during such time that they are outstanding. The loans are carried at their unpaid principal balances, adjusted for net unamortized loan fees and costs, and net of any allowance for loan losses. Interest income is accrued based on the actual coupon rate, adjusted for the amortization of net deferred fees and costs, and is recognized as revenue when earned and deemed collectible. All loans held for investment are multifamily loans with similar risk characteristics with no geographic concentration.

The Company uses the interest method to determine an effective yield to amortize the loan fees and costs on real estate loans held for investment. All loans held for investment are floating-rate loans; therefore, the Company uses the initial coupon interest rate of the loans (without regard to future changes in the underlying indices) and anticipated principal payments, if any, to determine periodic amortization. As of December 31, 2016,  Loans held for investment, net consisted of 12 loans with an aggregate $222.3 million of unpaid principal balance less $1.5 million of net unamortized deferred fees and costs and $0.4 million of allowance for loan losses. As of December 31, 2015,  Loans held for investment, net consisted of 13 loans with an aggregate $233.4 million of unpaid principal balance less $1.1 million of net unamortized deferred fees and costs and $0.8 million of allowance for loan losses.

The Company will reclassify loans held for investment as loans held for sale if it determines that the loans will be sold or transferred to third parties. To date, the Company has not sold any of its loans held for investment.

The allowance for loan losses is the Company’s estimate of credit losses inherent in the loan portfolio at the balance sheet date. The Company has established a process to determine the appropriateness of the allowance for loan losses that assesses the losses inherent in the portfolio. That process includes assessing the credit quality of each of the loans held for investment by monitoring the financial condition of the borrower and the financial trends of the underlying property. The allowance levels are influenced by the aggregate outstanding principal balance, delinquency status, historic loss experience, and other conditions influencing loss expectations, such as economic conditions.

The allowance for loan losses is estimated collectively for loans with similar characteristics and for which there is no evidence of impairment. The collective allowance is based on recent historical loss probability and historical loss rates incurred in our risk-sharing portfolio, adjusted as needed for current market conditions. We use the loss experience from our risk-sharing portfolio as a proxy for losses incurred in our loans held for investment portfolio since (i) we have not experienced any actual losses related to our loans held for investment to date and (ii) the loans in the loans-held-for-investment portfolio have similar characteristics to loans held in the risk-sharing portfolio. The allowance for loan losses recorded as of December 31, 2016 and December 31, 2015 is based on the Company’s collective assessment of the portfolio.

Loans held for investment are placed on non-accrual status when full and timely collection of interest or principal is not probable. Loans held for investment are considered past due when contractually required principal or interest payments have not been made on the due dates and are charged off when the loan is considered uncollectible. The Company evaluates all loans held for investment for impairment. A loan is considered impaired when the Company believes that the facts and circumstances of the loan suggest that the Company will not be able to collect all contractually due principal and interest. Delinquency status and property financial condition are key components of the Company’s consideration of impairment status.

None of the loans held for investment was delinquent, impaired, or on non-accrual status as of December 31, 2016 or December 31, 2015. Additionally, we have not experienced any delinquencies related to these loans or charged off any loan held for investment since the inception of the Interim Program in 2012.

Provision (Benefit) for Credit Losses

 

Provision (Benefit) for Credit Losses—The Company records the income statement impact of the changes in the allowance for loan losses and the allowance for risk-sharing obligations within Provision (benefit) for credit losses in the Consolidated Statements of Income. Provision (benefit) for credit losses consisted of the following activity for the years ended December 31, 2016, 2015, and 2014:

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

2016

    

2015

    

2014

 

Provision (benefit) for loan losses

 

$

(467)

 

$

(36)

 

$

423

 

Provision (benefit) for risk-sharing obligations

 

 

(145)

 

 

1,680

 

 

1,783

 

Provision (benefit) for credit losses

 

$

(612)

 

$

1,644

 

$

2,206

 

 

Business Combinations

Business CombinationsThe Company accounts for business combinations using the acquisition method of accounting, under which the purchase price of the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. The Company recognizes identifiable assets acquired and liabilities (both specific and contingent) assumed at their fair values at the acquisition date. Furthermore, acquisition-related costs, such as due diligence, legal and accounting fees, are not capitalized or applied in determining the fair value of the acquired assets. The excess of the purchase price over the assets acquired, identifiable intangible assets and liabilities assumed is recognized as goodwill. During the measurement period, the Company records adjustments to the assets acquired and liabilities assumed with corresponding adjustment to goodwill in the reporting period in which the adjustment is identified. After the measurement period, which could be up to one year after the transaction date, subsequent adjustments are recorded to the Company’s Consolidated Statements of Income.

Goodwill

GoodwillThe Company evaluates goodwill for impairment annually. In addition to the annual impairment evaluation, the Company evaluates at least quarterly whether events or circumstances have occurred in the period subsequent to the annual impairment testing which indicate that it is more likely than not an impairment loss has occurred. The Company currently has only one reporting unit; therefore, all goodwill is allocated to that one reporting unit. The Company performs its impairment testing annually as of October 1. The annual impairment analysis begins by comparing the Company’s market capitalization to its net assets. If the market capitalization exceeds the net asset value, further analysis is not required, and goodwill is not considered impaired. As of the date of our latest annual impairment test, October 1, 2016, the Company’s market capitalization exceeded its net asset value by $218.6 million, or 38.5%. As of December 31, 2016, there have been no events subsequent to that analysis that are indicative of an impairment loss.

Derivative Assets and Liabilities

Derivative Assets and LiabilitiesCertain loan commitments and forward sales commitments meet the definition of a derivative and are recorded at fair value in the Consolidated Balance Sheets. The estimated fair value of loan commitments includes the fair value of loan origination fees and premiums on anticipated sale of the loan, net of co-broker fees, and the fair value of the expected net cash flows associated with the servicing of the loan, net of any estimated net future cash flows associated with the risk-sharing obligation. The estimated fair value of forward sale commitments includes the effects of interest rate movements between the trade date and balance sheet date. Adjustments to the fair value are reflected as a component of income within Gains on mortgage banking in the Consolidated Statements of Income.

Loans Held for Sale

Loans Held for Sale—Loans held for sale represent originated loans that are generally transferred or sold within 60 days from the date that a mortgage loan is funded. The Company initially measures all originated loans at fair value. Subsequent to initial measurement, the Company measures all mortgage loans at fair value, unless the Company documents at the time the loan is originated that it will measure the specific loan at the lower of cost or fair value for the life of the loan. Electing to use fair value allows a better offset of the change in fair value of the loan and the change in fair value of the derivative instruments used as economic hedges. During the period prior to its sale, interest income on a loan held for sale is calculated in accordance with the terms of the individual loan. There were no loans held for sale that were valued at the lower of cost or fair value or on a non-accrual status at December 31, 2016 and 2015.

Share-Based Payment

Share-Based Payment—The Company recognizes compensation costs for all share-based payment awards made to employees and directors, including restricted stock, restricted stock units, and employee stock options based on the grant date fair value.

 

Restricted stock awards are granted without cost to the Company’s officers, employees, and non-employee directors, for which the fair value of the award was calculated as the fair value of the Company’s common stock on the date of grant.

 

Stock option awards are granted principally to executive officers, with an exercise price equal to the closing price of the Company’s common stock on the date of the grant, and are granted with a ten-year exercise period, vesting ratably over three years dependent solely on continued employment. To estimate the grant-date fair value of stock options, the Company uses the Black-Scholes pricing model. The Black-Scholes model estimates the per share fair value of an option on its date of grant based on the following inputs: the option’s exercise price, the price of the underlying stock on the date of the grant, the estimated option life, the estimated dividend yield, a “risk-free” interest rate, and the expected volatility. For each of the years presented, the Company used the simplified method to estimate the expected term of the options as the Company did not have sufficient historical exercise data to provide a reasonable basis for estimating the expected term. The Company uses an estimated dividend yield of zero as the Company has not historically issued dividends and does not currently pay dividends. For the “risk-free” rate, the Company uses a U.S. Treasury Bond due in a number of years equal to the option’s expected term. For all years presented in the Consolidated Statements of Income, the expected volatility was calculated based on the Company’s historical common stock volatility. The Company issues new shares from the pool of authorized but not yet issued shares when an employee exercises stock options.

 

Generally, the Company’s stock option and restricted stock awards for its officers and employees vest ratably over a three-year period based solely on continued employment.  Restricted stock awards for non-employee directors fully vest after one year.

 

In 2014 and 2016, the Company offered a performance share plan (“PSP”) for the Company’s executives and certain other members of senior management. The performance period for each PSP is three full calendar years beginning on January 1 of the first year of the performance period. Participants in the PSP receive restricted stock units (“RSUs”) on the grant date for the PSP. If the performance targets are met at the end of the performance period and the participant remains employed by the Company, the participant fully vests in the RSUs, which immediately convert to unrestricted shares of common stock. If the performance targets are not met or the participant is no longer employed by the Company, the participant forfeits the RSUs. The performance targets for the 2014 PSP are based on meeting adjusted diluted earnings per share and total revenues goals. The performance targets for the 2016 PSP are based on meeting diluted earnings per share, return on equity, and total revenues goals. The Company records compensation expense for the PSP based on the grant-date fair value in an amount proportionate to the service time rendered by the participant when it is probable that the achievement of the goals will be met.

 

Compensation expense is adjusted for actual forfeitures and is recognized on a straight-line basis, for each separately vesting portion of the award as if the award were in substance multiple awards, over the requisite service period of the award. Share-based compensation is recognized within the income statement as Personnel, the same expense line as the cash compensation paid to the respective employees.

Net Warehouse Interest Income

Net Warehouse Interest Income—The Company presents warehouse interest income net of warehouse interest expense. Warehouse interest income is the interest earned from loans held for sale and loans held for investment. For the periods presented in the Consolidated Balance Sheets, all loans that were held for sale were financed with matched borrowings under our warehouse facilities incurred to fund a specific loan held for sale. A portion of all loans that are held for investment is financed with matched borrowings under our warehouse facilities. The portion of loans held for investment not funded with matched borrowings is financed with the Company’s own cash. Warehouse interest expense is incurred on borrowings used to fund loans solely while they are held for sale or for investment. Warehouse interest income and expense are earned or incurred on loans held for sale after a loan is closed and before a loan is sold. Warehouse interest income and expense are earned or incurred on loans held for investment after a loan is closed and before a loan is repaid. Included in Net warehouse interest income for the three and year ended December 31, 2016 and 2015 are the following components: 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

(in thousands)

 

2016

    

2015

    

2014

Warehouse interest income - loans held for sale

 

$

47,523

 

$

37,675

 

$

24,615

Warehouse interest expense - loans held for sale

 

 

(31,278)

 

 

(23,134)

 

 

(13,272)

Net warehouse interest income - loans held for sale

 

$

16,245

 

$

14,541

 

$

11,343

 

 

 

 

 

 

 

 

 

 

Warehouse interest income - loans held for investment

 

$

12,808

 

$

15,456

 

$

11,092

Warehouse interest expense - loans held for investment

 

 

(5,326)

 

 

(6,037)

 

 

(4,941)

Net warehouse interest income - loans held for investment

 

$

7,482

 

$

9,419

 

$

6,151

 

Statement of Cash Flows

Statement of Cash Flows—The Company records the fair value of premiums and origination fees as a component of the fair value of derivatives when a loan intended to be sold is rate locked and records the related income within Gains from mortgage banking activities within the Consolidated Statements of Income. The cash for the origination fee is received upon closing of the loan, and the cash for the premium is received upon loan sale, resulting in a mismatch of the recognition of income and the receipt of cash in a given period when the derivative or loan held for sale remains outstanding at period end.

 

The Company accounts for this mismatch by recording an adjustment called Change in the fair value of premiums and origination fees within the Consolidated Statements of Cash Flows. The amount of the adjustment reflects a reduction to cash provided by or used in operations for the amount of income recognized upon rate lock (i.e., non-cash income) for derivatives and loans held for sale outstanding at period end and an increase to cash provided by or used in operations for cash received upon loan origination or sale for derivatives and loans held for sale that were outstanding at prior period end. When income recognized upon rate lock is greater than cash received upon loan origination or sale, the adjustment is a negative amount. When income recognized upon rate lock is less than cash received upon loan origination or loan sale, the adjustment is a positive amount.

 

As noted below in greater detail, in 2016 the Company early adopted an accounting standard related to the presentation of the statement of cash flows that requires entities to show the change in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents in the statement of cash flows. For presentation in the Consolidated Statements of Cash Flows, the Company considers Pledged securities, at fair value to be restricted cash equivalents. The following table presents a reconciliation of the total of cash, cash equivalents, restricted cash, and restricted cash equivalents as presented in the Consolidated Statements of Cash Flows to the related captions in the Consolidated Balance Sheets as of December 31, 2016, 2015, 2014, and 2013.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

(in thousands)

2016

    

2015

    

2014

    

2013

 

Cash and cash equivalents

$

118,756

 

$

136,988

 

$

113,354

 

$

170,563

 

Restricted cash

 

9,861

 

 

5,306

 

 

13,854

 

 

5,427

 

Pledged securities, at fair value (restricted cash equivalents)

 

84,850

 

 

72,190

 

 

67,719

 

 

49,651

 

Total cash, cash equivalents, restricted cash, and restricted cash equivalents

$

213,467

 

$

214,484

 

$

194,927

 

$

225,641

 

 

Income Taxes

Income TaxesThe Company files income tax returns in the applicable U.S. federal, state, and local jurisdictions and generally is subject to examination by the respective jurisdictions for three years from the filing of a tax return. The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted.

 

Deferred tax assets are recognized only to the extent that it is more likely than not that they will be realizable based on consideration of available evidence, including future reversals of existing taxable temporary differences, projected future taxable income and tax planning strategies.

 

The Company had no accruals for tax uncertainties as of December 31, 2016 and 2015.

Comprehensive Income

Comprehensive Income—For the years ended December 31, 2016, 2015, and 2014, comprehensive income equaled Net income before noncontrolling interests; therefore, a separate statement of comprehensive income is not included in the accompanying consolidated financial statements.

Pledged Securities

Pledged Securities—As collateral against its Fannie Mae risk-sharing obligations (NOTES 5 and 10), certain securities have been pledged to the benefit of Fannie Mae to secure the Company's risk-sharing obligations. The balance of securities pledged against Fannie Mae risk-sharing obligations and included as a component of Pledged securities, at fair value within the Consolidated Balance Sheets as of December 31, 2016 and 2015 was $80.5 million and $70.9 million, respectively. Additionally, the Company has pledged an immaterial amount of cash as collateral against its risk-sharing obligations with Fannie Mae and Freddie Mac. The pledged securities as of December 31, 2016 and 2015 consist primarily of a highly liquid investment valued using quoted market prices from recent trades, and are therefore considered restricted cash equivalents for presentation in the Consolidated Statements of Cash Flows.

Cash and Cash Equivalents

Cash and Cash Equivalents—The term cash and cash equivalents, as used in the accompanying consolidated financial statements, includes currency on hand, demand deposits with financial institutions, and short-term, highly liquid investments purchased with an original maturity of three months or less. The Company had no cash equivalents as of December 31, 2016 and 2015.

Restricted Cash

Restricted Cash—Restricted cash represents primarily good faith deposits from borrowers. The Company records a corresponding liability for these good faith deposits from borrowers within Performance deposits from borrowers within the Consolidated Balance Sheets.

Servicing Fees and Other Receivables, Net

Servicing Fees and Other Receivables, Net—Servicing fees and other receivables, net represents amounts currently due to the Company pursuant to contractual servicing agreements, investor good faith deposits held in escrow by others, general accounts receivable, and advances of principal and interest payments and tax and insurance escrow amounts if the borrower is delinquent in making loan payments, to the extent such amounts are determined to be reimbursable and recoverable. Advances related to Fannie Mae at-risk loans may be used to reduce the amount of cash required to settle loan losses under the Company’s risk-sharing obligation with Fannie Mae.

Concentrations of Credit Risk

Concentrations of Credit Risk—Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, loans held for sale, and derivative financial instruments.

 

The Company places the cash and temporary investments with high-credit-quality financial institutions and believes no significant credit risk exists. The counterparties to the loans held for sale and funding commitments are owners of residential multifamily properties located throughout the United States. Mortgage loans are generally transferred or sold within 60 days from the date that a mortgage loan is funded. There is no material counterparty risk with respect to the Company's funding commitments as each potential borrower must make a non-refundable good faith deposit when the funding commitment is executed. The counterparty to the forward sale is Fannie Mae, Freddie Mac, or a broker-dealer that has been determined to be a credit-worthy counterparty by us and our warehouse lenders. There is a risk that the purchase price agreed to by the investor will be reduced in the event of a late delivery. The risk for non-delivery of a loan primarily results from the risk that a borrower does not close on the funding commitment in a timely manner. This risk is generally mitigated by the non-refundable good faith deposit.

Recently Adopted and Recently Announced Accounting Pronouncements

Recently Adopted Accounting Pronouncements—In the second quarter of 2015, Accounting Standards Update 2015-05 (“ASU 2015-05”), Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, was issued. ASU 2015-05 provides entities with guidance on determining whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software. ASU 2015-05 is effective for the annual and interim periods beginning January 1, 2016, with early adoption permitted. Entities may select retrospective or prospective adoption of ASU 2015-05. The Company prospectively adopted ASU 2015-05 in the first quarter of 2016. There was no impact to the Company as none of the Company’s cloud computing arrangements permits the Company the contractual right to take possession of the software.

 

In the first quarter of 2016, Accounting Standards Update 2016-09 (“ASU 2016-09”), Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, was issued. ASU 2016-09 includes the following changes to the accounting for share-based payments that have the potential to impact the Company’s reported financial results:

   

 

 

 

All excess tax benefits and tax deficiencies arising from stock compensation arrangements are recognized as an income tax benefit or expense in the income statement instead of as an adjustment to additional paid in capital (“APIC”). The APIC pool is eliminated. In addition, excess tax benefits are no longer included in the calculation of diluted shares outstanding. The transition guidance related to these changes requires prospective application. NOTE 13 discloses the current-year impact of recognizing excess tax benefit related to stock compensation arrangements through the Consolidated Statements of Income.

   

 

 

 

Excess tax benefits are recorded along with other income tax cash flows as an operating activity in the statement of cash flows. The transition guidance related to this change requires prospective application. Cash paid when remitting cash to the tax authorities must be classified as a financing activity in the statement of cash flows. The transition guidance related to this change requires retrospective application. There was no effect on prior periods for the retrospective application of the classification of payments to tax authorities as the Company previously presented such payments in a manner consistent with ASU 2016-09.

   

 

 

 

Entities can elect to continue to apply current GAAP or to reverse compensation cost of forfeited awards when they occur. If an entity makes a change in its accounting policy to account for forfeitures as they occur, the transition guidance requires a cumulative-effect adjustment to beginning retained earnings.

   

ASU 2016-09 is effective for the Company on January 1, 2017. Early adoption is permitted as long as the entire ASU is early adopted. The Company early adopted the entire ASU during the first quarter of 2016. In connection with the early adoption of ASU 2016-09, the Company changed its accounting policy related to forfeitures. The Company’s previous accounting policy was to adjust compensation expense for estimated forfeitures. With the adoption of ASU 2016-09, the Company changed its accounting policy to adjust compensation expense for actual forfeitures and recorded an immaterial cumulative-effect adjustment to beginning total equity as disclosed in the Consolidated Statements of Changes in Equity. The Company did not adjust any balances related to prior periods as a result of adopting ASU 2016-09.

 

In the fourth quarter of 2016, Accounting Standards Update 2016-18 (“ASU 2016-18”), Statement of Cash Flows (Topic 230) – Restricted Cash, was issued. ASU 2016-18 requires entities to show the changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents in the statement of cash flows. Previous guidance required the change in cash and cash equivalents be shown on the statement of cash flows, with cash used to fund restricted cash and restricted cash equivalents shown as a component of operating, investing, or financing activities. Entities are now also required to reconcile the total of cash, cash equivalents, restricted cash, and restricted cash equivalents as presented in the statement of cash flows to the related captions in the balance sheet when these balances are presented separately in the balance sheet. ASU 2016-18 is effective January 1, 2018 for the Company, with retrospective application required. The Company early adopted ASU 2016-18 as permitted in the fourth quarter of 2016. The adoption of ASU 2016-18 had the following impact on the Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014.

 

 

 

 

 

 

(in thousands)

 

December 31, 2015

 

 

December 31, 2014

As previously reported under GAAP applicable at the time

 

 

 

 

 

Cash and cash equivalents at beginning of period

$

113,354

 

$

170,563

Net increase (decrease) in cash and cash equivalents

 

23,634

 

 

(57,209)

Cash and cash equivalents at end of period

 

136,988

 

 

113,354

Cash provided by (used in) operating activities: change in restricted cash and pledged securities

 

4,268

 

 

(26,495)

 

 

 

 

 

 

As currently reported under ASU 2016-18

 

 

 

 

 

Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period

$

194,927

 

$

225,641

Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents

 

19,557

 

 

(30,714)

Total of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period

 

214,484

 

 

194,927

Cash provided by (used in) operating activities: change in restricted cash and pledged securities

 

 —

 

 

 —

 

Recently Announced Accounting Pronouncements—The following table presents the accounting pronouncements that the Financial Accounting Standards Board (“FASB”) has issued and that have the potential to impact the Company but have not yet been adopted by the Company.

 

 

 

 

 

 

 

 

 

 

Standard

  

Issue
Date

  

Description

  

Effective
Date

  

Expected Financial
Statement Impact

Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

 

Q2 2016

 

ASU 2016-13 ("the Standard") represents a significant change to the incurred loss model currently used to account for credit losses. The Standard requires an entity to estimate the credit losses expected over the life of the credit exposure upon initial recognition of that exposure. The expected credit losses consider historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments. Exposures with similar risk characteristics are required to be grouped together when estimating expected credit losses. The initial estimate and subsequent changes to the estimated credit losses are required to be reported in current earnings in the income statement and through an allowance in the balance sheet. ASU 2016-13 is applicable to financial assets subject to credit losses and measured at amortized cost and certain off-balance-sheet credit exposures. The Standard will modify the way the Company estimates its allowance for risk-sharing obligations and its allowance for loan losses. ASU 2016-13 requires modified retrospective application to all outstanding, in-scope instruments, with a cumulative-effect adjustment recorded to opening retained earnings as of the beginning of the period of adoption.

 

January 1, 2020 (early adoption permitted January 1, 2019)

 

The Company is in the preliminary stages of implementation as it is still in the process of determining the significance of the impact the Standard will have on its financial statements and the timing of when it will adopt ASU 2016-13. The Company expects its Allowance for risk-sharing obligations and allowance for loan losses to increase when ASU 2016-13 is adopted.

ASU 2016-02, Leases (Topic 842)

 

Q1 2016

 

ASU 2016-02 represents a significant reform to the accounting for leases. Lessees initially recognize a lease liability for the obligation to make lease payments and a right-of-use (“ROU”) asset for the right to use the underlying asset for the lease term. The lease liability is measured at the present value of the lease payments over the lease term. The ROU asset is measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee’s initial direct costs. Lessees generally recognize lease expense for these leases on a straight-line basis, which is similar to what they do today. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements.

 

January 1, 2019 (early adoption is permitted)

 

The Company is in the preliminary stages of implementation as it is still in the process of determining the significance of the impact ASU 2016-02 will have on its financial statements and the timing of when it will adopt ASU 2016-02.

ASU 2016-01, Financial Instruments – Overall – Recognition and Measurement of Financial Assets and Financial Liabilities

 

Q1 2016

 

The guidance requires that unconsolidated equity investments not accounted for under the equity method be recorded at fair value, with changes in fair value recorded through net income. The accounting principles that permitted available-for-sale classification with unrealized holding gains and losses recorded in other comprehensive income for equity securities will no longer be applicable. The guidance is not applicable to debt securities and loans and requires minor changes to the disclosure and presentation of financial instruments. ASU 2016-01 generally requires a cumulative-effect adjustment to opening retained earnings as of the beginning of the period of adoption.

 

January 1, 2018 (early adoption permitted for certain parts)

 

The Company does not believe that ASU 2016-01 will have a material impact on its reported financial results.

ASU 2014-09, Revenue from Contracts with Customers (Topic 606)

 

Q2 2014

 

ASU 2014-09 represents a comprehensive reform of many of the revenue recognition requirements in GAAP. The guidance in the ASU supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and supersedes or amends much of the industry-specific revenue recognition guidance found throughout the Accounting Standards Codification. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The ASU creates a five-step process for achieving the core principle: 1) identifying the contract with the customer, 2) identifying the performance obligations in the contract, 3) determining the transaction price, 4) allocating the transaction price to the performance obligations, and 5) recognizing revenue when an entity has completed the performance obligations. The ASU also requires additional disclosures that allow users of the financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows resulting from contracts with customers. The guidance permits the use of the full retrospective or modified retrospective transition methods.

 

January 1, 2018 (early adoption permitted January 1, 2017)

 

The Company completed its analysis of ASU 2014-09 and concluded that it will not have a material impact on the amount or timing of revenue the Company records under its current revenue recognition practices. Additionally, the Company believes that this ASU will not impact the presentation of the Company's financial statements or require significant additional footnote disclosures.

 

There were no other accounting pronouncements issued during 2017 or 2016 that have the potential to impact the Company’s consolidated financial statements.

Reclassifications

 

ReclassificationsThe Company has made certain immaterial reclassifications to prior-year balances to conform to current-year presentation.

v3.6.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
12 Months Ended
Dec. 31, 2016
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Schedule of Provision (Benefit) for Credit Losses

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

2016

    

2015

    

2014

 

Provision (benefit) for loan losses

 

$

(467)

 

$

(36)

 

$

423

 

Provision (benefit) for risk-sharing obligations

 

 

(145)

 

 

1,680

 

 

1,783

 

Provision (benefit) for credit losses

 

$

(612)

 

$

1,644

 

$

2,206

 

 

Schedule of Net Warehouse Interest Income

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

(in thousands)

 

2016

    

2015

    

2014

Warehouse interest income - loans held for sale

 

$

47,523

 

$

37,675

 

$

24,615

Warehouse interest expense - loans held for sale

 

 

(31,278)

 

 

(23,134)

 

 

(13,272)

Net warehouse interest income - loans held for sale

 

$

16,245

 

$

14,541

 

$

11,343

 

 

 

 

 

 

 

 

 

 

Warehouse interest income - loans held for investment

 

$

12,808

 

$

15,456

 

$

11,092

Warehouse interest expense - loans held for investment

 

 

(5,326)

 

 

(6,037)

 

 

(4,941)

Net warehouse interest income - loans held for investment

 

$

7,482

 

$

9,419

 

$

6,151

 

Schedule of Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

(in thousands)

2016

    

2015

    

2014

    

2013

 

Cash and cash equivalents

$

118,756

 

$

136,988

 

$

113,354

 

$

170,563

 

Restricted cash

 

9,861

 

 

5,306

 

 

13,854

 

 

5,427

 

Pledged securities, at fair value (restricted cash equivalents)

 

84,850

 

 

72,190

 

 

67,719

 

 

49,651

 

Total cash, cash equivalents, restricted cash, and restricted cash equivalents

$

213,467

 

$

214,484

 

$

194,927

 

$

225,641

 

 

Schedule of Impact of Prospective Adoption of ASU 2016-18 on the Consolidated Statements of Cash Flows

 

 

 

 

 

 

(in thousands)

 

December 31, 2015

 

 

December 31, 2014

As previously reported under GAAP applicable at the time

 

 

 

 

 

Cash and cash equivalents at beginning of period

$

113,354

 

$

170,563

Net increase (decrease) in cash and cash equivalents

 

23,634

 

 

(57,209)

Cash and cash equivalents at end of period

 

136,988

 

 

113,354

Cash provided by (used in) operating activities: change in restricted cash and pledged securities

 

4,268

 

 

(26,495)

 

 

 

 

 

 

As currently reported under ASU 2016-18

 

 

 

 

 

Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period

$

194,927

 

$

225,641

Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents

 

19,557

 

 

(30,714)

Total of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period

 

214,484

 

 

194,927

Cash provided by (used in) operating activities: change in restricted cash and pledged securities

 

 —

 

 

 —

 

Summary of Expected Impact of Recently Announced Accounting Pronouncements

 

 

 

 

 

 

 

 

 

Standard

  

Issue
Date

  

Description

  

Effective
Date

  

Expected Financial
Statement Impact

Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

 

Q2 2016

 

ASU 2016-13 ("the Standard") represents a significant change to the incurred loss model currently used to account for credit losses. The Standard requires an entity to estimate the credit losses expected over the life of the credit exposure upon initial recognition of that exposure. The expected credit losses consider historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments. Exposures with similar risk characteristics are required to be grouped together when estimating expected credit losses. The initial estimate and subsequent changes to the estimated credit losses are required to be reported in current earnings in the income statement and through an allowance in the balance sheet. ASU 2016-13 is applicable to financial assets subject to credit losses and measured at amortized cost and certain off-balance-sheet credit exposures. The Standard will modify the way the Company estimates its allowance for risk-sharing obligations and its allowance for loan losses. ASU 2016-13 requires modified retrospective application to all outstanding, in-scope instruments, with a cumulative-effect adjustment recorded to opening retained earnings as of the beginning of the period of adoption.

 

January 1, 2020 (early adoption permitted January 1, 2019)

 

The Company is in the preliminary stages of implementation as it is still in the process of determining the significance of the impact the Standard will have on its financial statements and the timing of when it will adopt ASU 2016-13. The Company expects its Allowance for risk-sharing obligations and allowance for loan losses to increase when ASU 2016-13 is adopted.

ASU 2016-02, Leases (Topic 842)

 

Q1 2016

 

ASU 2016-02 represents a significant reform to the accounting for leases. Lessees initially recognize a lease liability for the obligation to make lease payments and a right-of-use (“ROU”) asset for the right to use the underlying asset for the lease term. The lease liability is measured at the present value of the lease payments over the lease term. The ROU asset is measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee’s initial direct costs. Lessees generally recognize lease expense for these leases on a straight-line basis, which is similar to what they do today. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements.

 

January 1, 2019 (early adoption is permitted)

 

The Company is in the preliminary stages of implementation as it is still in the process of determining the significance of the impact ASU 2016-02 will have on its financial statements and the timing of when it will adopt ASU 2016-02.

ASU 2016-01, Financial Instruments – Overall – Recognition and Measurement of Financial Assets and Financial Liabilities

 

Q1 2016

 

The guidance requires that unconsolidated equity investments not accounted for under the equity method be recorded at fair value, with changes in fair value recorded through net income. The accounting principles that permitted available-for-sale classification with unrealized holding gains and losses recorded in other comprehensive income for equity securities will no longer be applicable. The guidance is not applicable to debt securities and loans and requires minor changes to the disclosure and presentation of financial instruments. ASU 2016-01 generally requires a cumulative-effect adjustment to opening retained earnings as of the beginning of the period of adoption.

 

January 1, 2018 (early adoption permitted for certain parts)

 

The Company does not believe that ASU 2016-01 will have a material impact on its reported financial results.

ASU 2014-09, Revenue from Contracts with Customers (Topic 606)

 

Q2 2014

 

ASU 2014-09 represents a comprehensive reform of many of the revenue recognition requirements in GAAP. The guidance in the ASU supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and supersedes or amends much of the industry-specific revenue recognition guidance found throughout the Accounting Standards Codification. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The ASU creates a five-step process for achieving the core principle: 1) identifying the contract with the customer, 2) identifying the performance obligations in the contract, 3) determining the transaction price, 4) allocating the transaction price to the performance obligations, and 5) recognizing revenue when an entity has completed the performance obligations. The ASU also requires additional disclosures that allow users of the financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows resulting from contracts with customers. The guidance permits the use of the full retrospective or modified retrospective transition methods.

 

January 1, 2018 (early adoption permitted January 1, 2017)

 

The Company completed its analysis of ASU 2014-09 and concluded that it will not have a material impact on the amount or timing of revenue the Company records under its current revenue recognition practices. Additionally, the Company believes that this ASU will not impact the presentation of the Company's financial statements or require significant additional footnote disclosures.

 

v3.6.0.2
GAINS FROM MORTGAGE BANKING ACTIVITIES (Tables)
12 Months Ended
Dec. 31, 2016
GAINS FROM MORTGAGE BANKING ACTIVITIES  
Schedule of Gains from Mortgage Banking Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

(in thousands)

2016

    

2015

 

2014

 

Contractual loan origination related fees, net

$

174,360

 

$

156,835

 

$

125,468

 

Fair value of expected net cash flows from servicing recognized at commitment

 

205,311

 

 

142,420

 

 

103,410

 

Fair value of expected guaranty obligation recognized at commitment

 

(12,486)

 

 

(8,789)

 

 

(6,895)

 

Total gains from mortgage banking activities

$

367,185

 

$

290,466

 

$

221,983

 

 

v3.6.0.2
MORTGAGE SERVICING RIGHTS (Tables)
12 Months Ended
Dec. 31, 2016
MORTGAGE SERVICING RIGHTS  
Schedule of Activity Related to Capitalized MSRs

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

(in thousands)

    

2016

    

2015

 

Beginning balance

 

$

412,348

 

$

375,907

 

Additions, following the sale of loan

 

 

181,032

 

 

135,441

 

Purchases

 

 

43,097

 

 

 —

 

Amortization

 

 

(99,417)

 

 

(80,702)

 

Pre-payments and write-offs

 

 

(15,130)

 

 

(18,298)

 

Ending balance

 

$

521,930

 

$

412,348

 

 

Summary of Components of Net Carrying Value of Acquired and Originated MSRs

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2016

 

 

  

Gross

  

Accumulated

  

Net

 

(in thousands)

 

  carrying value  

 

  amortization  

 

  carrying value  

 

Acquired MSRs

 

$

175,934

 

$

(104,264)

 

$

71,670

 

Originated MSRs

 

 

642,030

 

 

(191,770)

 

 

450,260

 

Total

 

$

817,964

 

$

(296,034)

 

$

521,930

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2015

 

 

  

Gross

  

Accumulated

  

Net

 

(in thousands)

 

  carrying value  

 

  amortization  

 

  carrying value  

 

Acquired MSRs

 

$

132,837

 

$

(84,754)

 

$

48,083

 

Originated MSRs

 

 

511,915

 

 

(147,650)

 

 

364,265

 

Total

 

$

644,752

 

$

(232,404)

 

$

412,348

 

 

Schedule of Expected Amortization of MSRs

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Originated MSRs

  

Acquired MSRs

  

Total MSRs

 

 

(in thousands)

 

Amortization

 

Amortization

 

  Amortization  

 

 

Year Ending December 31, 

 

 

 

 

 

 

 

 

 

 

 

2017

 

$

90,304

 

$

14,711

 

$

105,015

 

 

2018

 

 

78,092

 

 

12,227

 

 

90,319

 

 

2019

 

 

67,493

 

 

10,795

 

 

78,288

 

 

2020

 

 

59,847

 

 

8,924

 

 

68,771

 

 

2021

 

 

50,738

 

 

7,018

 

 

57,756

 

 

Thereafter

 

 

103,786

 

 

17,995

 

 

121,781

 

 

Total

 

$

450,260

 

$

71,670

 

$

521,930

 

 

 

v3.6.0.2
GUARANTY OBLIGATION AND ALLOWANCE FOR RISK-SHARING OBLIGATIONS (Tables)
12 Months Ended
Dec. 31, 2016
GUARANTY OBLIGATION AND ALLOWANCE FOR RISK-SHARING OBLIGATIONS  
Schedule of Activity Related to Guaranty Obligation

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

(in thousands)

    

2016

    

2015

 

Beginning balance

 

$

27,570

 

$

24,975

 

Additions, following the sale of loan

 

 

10,597

 

 

8,828

 

Amortization

 

 

(5,946)

 

 

(5,423)

 

Other

 

 

71

 

 

(810)

 

Ending balance

 

$

32,292

 

$

27,570

 

 

Summary of Allowance for Risk-Sharing Obligations

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

(in thousands)

    

2016

    

2015

 

Beginning balance

 

$

5,586

 

$

3,904

 

Provision (benefit) for risk-sharing obligations

 

 

(145)

 

 

1,680

 

Write-offs

 

 

(1,757)

 

 

(808)

 

Other

 

 

(71)

 

 

810

 

Ending balance

 

$

3,613

 

$

5,586

 

 

v3.6.0.2
DEBT (Tables)
12 Months Ended
Dec. 31, 2016
Debt  
Schedule of Consolidated Corporate Leverage Ratio

 

 

 

 

 

 

 

 

 

 

    

Maximum Ratio

Closing Date through December 31, 2014

 

    

5.00

to

1.0

    

January 1, 2015 through December 31, 2015

 

 

4.75

to

1.0

 

January 1, 2016 through December 31, 2016

 

 

4.50

to

1.0

 

January 1, 2017 and thereafter

 

 

4.25

to

1.0

 

 

Schedule of Maturities

 

 

 

 

 

Year Ending December 31,

    

Maturities

  

2017

 

$

1,874,653

 

2018

 

 

115,048

 

2019

 

 

5,722

 

2020

 

 

164,015

 

2021

 

 

 —

 

Thereafter

 

 

 —

 

Total

 

$

2,159,438

 

 

Warehouse Facilities  
Debt  
Schedule of Debt Obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016

 

 

 

 

 

(dollars in thousands)

    

Maximum

    

Outstanding

    

Loan Type

    

    

 

Facility

 

Amount

 

Balance

 

Funded (1)

 

Interest rate

 

Agency warehouse facility #1

 

$

425,000

 

$

109,087

 

LHFS

 

30-day LIBOR plus 1.40%

 

Agency warehouse facility #2

 

 

650,000

 

 

274,181

 

LHFS

 

30-day LIBOR plus 1.40%

 

Agency warehouse facility #3

 

 

680,000

 

 

320,801

 

LHFS

 

30-day LIBOR plus 1.35%

 

Agency warehouse facility #4

 

 

350,000

 

 

186,869

 

LHFS

 

30-day LIBOR plus 1.40%

 

Agency warehouse facility #5

 

 

30,000

 

 

14,551

 

LHFS

 

30-day LIBOR plus 1.80%

 

Fannie Mae repurchase agreement, uncommitted line and open maturity

 

 

1,500,000

 

 

943,505

 

LHFS

 

30-day LIBOR plus 1.15%

 

Total agency warehouse facilities

 

$

3,635,000

 

$

1,848,994

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interim warehouse facility #1

 

$

85,000

 

$

36,916

 

LHFI

 

30-day LIBOR plus 1.90%

 

Interim warehouse facility #2

 

 

200,000

 

 

70,196

 

LHFI

 

30-day LIBOR plus 2.00%

 

Interim warehouse facility #3

 

 

75,000

 

 

36,005

 

LHFI

 

30-day LIBOR plus 2.00% to 2.50%

 

Total interim warehouse facilities

 

$

360,000

 

$

143,117

 

 

 

 

 

Debt issuance costs

 

 

 —

 

 

(1,928)

 

 

 

 

 

Total warehouse facilities

 

$

3,995,000

 

$

1,990,183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

(dollars in thousands)

    

Maximum

    

Outstanding

    

Loan Type

    

    

 

Facility

 

Amount

 

Balance

 

Funded (1)

 

Interest rate

 

Agency warehouse facility #1

 

$

685,000

 

$

418,891

 

LHFS

 

30-day LIBOR plus 1.40% or 1.75%

 

Agency warehouse facility #2

 

 

1,900,000

 

 

1,619,800

 

LHFS

 

30-day LIBOR plus 1.40%

 

Agency warehouse facility #3

 

 

490,000

 

 

227,305

 

LHFS

 

30-day LIBOR plus 1.40%

 

Agency warehouse facility #4

 

 

250,000

 

 

 —

 

LHFS

 

30-day LIBOR plus 1.40%

 

Fannie Mae repurchase agreement, uncommitted line and open maturity

 

 

450,000

 

 

212,988

 

LHFS

 

30-day LIBOR plus 1.15%

 

Total agency warehouse facilities

 

$

3,775,000

 

$

2,478,984

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interim warehouse facility #1

 

$

85,000

 

$

15,000

 

LHFI

 

30-day LIBOR plus 1.90%

 

Interim warehouse facility #2

 

 

200,000

 

 

141,433

 

LHFI

 

30-day LIBOR plus 2.00%

 

Interim warehouse facility #3

 

 

75,000

 

 

16,594

 

LHFI

 

30-day LIBOR plus 2.00% to 2.50%

 

Total interim warehouse facilities

 

$

360,000

 

$

173,027

 

 

 

 

 

Debt issuance costs

 

 

 —

 

 

(2,541)

 

 

 

 

 

Total warehouse facilities

 

$

4,135,000

 

$

2,649,470

 

 

 

 

 


(1)

Type of loan the borrowing facility is used to fully or partially fund – loans held for sale (“LHFS”) or loans held for investment (“LHFI”).

Notes Payable  
Debt  
Schedule of Debt Obligations

 

 

 

 

 

 

 

 

 

 

(in thousands, unless otherwise specified)

 

December 31, 

 

 

 

Component

    

2016

    

2015

  

Interest rate and repayments

 

Unpaid principal balance

 

$

167,327

 

$

168,431

 

Interest rate varies - see above for further details;

 

Unamortized debt discount

 

 

(987)

 

 

(1,238)

 

quarterly principal payments of $0.3 million

 

Unamortized debt issuance costs

 

 

(2,177)

 

 

(2,731)

 

 

 

Carrying balance

 

$

164,163

 

$

164,462

 

 

 

 

v3.6.0.2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)
12 Months Ended
Dec. 31, 2016
GOODWILL AND OTHER INTANGIBLE ASSETS  
Schedule of Goodwill

 

 

 

 

 

 

 

 

 

 

As of and for the

 

 

 

Years Ended December 31, 

 

(in thousands)

    

2016

    

2015

 

Beginning balance

 

$

90,338

 

$

74,525

 

Additions from acquisitions

 

 

6,082

 

 

15,713

 

Retrospective adjustments

 

 

 —

 

 

100

 

Impairment

 

 

 —

 

 

 —

 

Ending balance

 

$

96,420

 

$

90,338

 

 

v3.6.0.2
FAIR VALUE MEASUREMENTS (Tables)
12 Months Ended
Dec. 31, 2016
FAIR VALUE MEASUREMENTS  
Summary of Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Quoted Prices in

    

Significant

    

Significant

    

    

 

 

 

 

Active Markets

 

Other

 

Other

 

 

 

 

 

 

For Identical

 

Observable

 

Unobservable

 

 

 

 

 

 

Assets

 

Inputs

 

Inputs

 

Balance as of

 

(in thousands)

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Period End

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans held for sale

 

$

 —

 

$

1,858,358

 

$

 —

 

$

1,858,358

 

Pledged securities

 

 

84,850

 

 

 —

 

 

 —

 

 

84,850

 

Derivative assets

 

 

 —

 

 

 —

 

 

61,824

 

 

61,824

 

Total

 

$

84,850

 

$

1,858,358

 

$

61,824

 

$

2,005,032

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

$

 —

 

$

 

 

$

4,396

 

$

4,396

 

Total

 

$

 —

 

$

 —

 

$

4,396

 

$

4,396

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans held for sale

 

$

 —

 

$

2,499,111

 

$

 —

 

$

2,499,111

 

Pledged securities

 

 

72,190

 

 

 —

 

 

 —

 

 

72,190

 

Derivative assets

 

 

 —

 

 

 —

 

 

11,678

 

 

11,678

 

Total

 

$

72,190

 

$

2,499,111

 

$

11,678

 

$

2,582,979

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

$

 —

 

$

 —

 

$

1,333

 

$

1,333

 

Total

 

$

 —

 

$

 —

 

$

1,333

 

$

1,333

 

 

Schedule of Roll Forward of Derivative Instruments

 

 

 

 

 

 

 

Fair Value Measurements

 

 

 

Using Significant 

 

 

 

Unobservable Inputs:

 

 

 

Derivative Instruments

 

(in thousands)

    

December 31, 2016

 

Derivative assets and liabilities, net

    

 

 

    

Beginning balance December 31, 2015

 

$

10,345

 

Settlements

 

 

(320,102)

 

Realized gains recorded in earnings (1)

 

 

309,757

 

Unrealized gains recorded in earnings (1)

 

 

57,428

 

Ending balance December 31, 2016

 

$

57,428

 

 

 

 

 

 

 

 

 

Fair Value Measurements

 

 

 

Using Significant 

 

 

 

Unobservable Inputs:

 

 

 

Derivative Instruments

 

(in thousands)

    

December 31, 2015

 

Derivative assets and liabilities, net

    

 

 

    

Beginning balance December 31, 2014

 

$

9,658

 

Settlements

 

 

(289,779)

 

Realized gains (losses) recorded in earnings (1)

 

 

280,121

 

Unrealized gains (losses) recorded in earnings (1)

 

 

10,345

 

Ending balance December 31, 2015

 

$

10,345

 


(1)

Realized and unrealized gains from derivatives are recognized in Gains from mortgage banking activities in the Consolidated Statements of Income.

Schedule of Significant Unobservable Inputs Used in the Measurement of the Fair Value of Level 3 Assets and Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Quantitative Information about Level 3 Measurements

 

(in thousands)

    

Fair Value

    

Valuation Technique

    

Unobservable Input (1)

    

Input Value (1)

 

Derivative assets

 

$

61,824

 

Discounted cash flow

 

Counterparty credit risk

 

 —

 

Derivative liabilities

 

$

4,396

 

Discounted cash flow

 

Counterparty credit risk

 

 —

 


(1)

Significant increases in this input may lead to significantly lower fair value measurements.


Schedule of Carrying Amounts and the Fair Values of the Company's Financial Instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016

 

December 31, 2015

 

 

    

Carrying

    

Fair

    

Carrying

    

Fair

 

(in thousands)

 

Amount

 

Value

 

Amount

 

Value

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

118,756

 

$

118,756

 

$

136,988

 

$

136,988

 

Restricted cash

 

 

9,861

 

 

9,861

 

 

5,306

 

 

5,306

 

Pledged securities

 

 

84,850

 

 

84,850

 

 

72,190

 

 

72,190

 

Loans held for sale

 

 

1,858,358

 

 

1,858,358

 

 

2,499,111

 

 

2,499,111

 

Loans held for investment, net

 

 

220,377

 

 

222,313

 

 

231,493

 

 

233,370

 

Derivative assets

 

 

61,824

 

 

61,824

 

 

11,678

 

 

11,678

 

Total financial assets

 

$

2,354,026

 

$

2,355,962

 

$

2,956,766

 

$

2,958,643

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

$

4,396

 

$

4,396

 

$

1,333

 

$

1,333

 

Warehouse notes payable

 

 

1,990,183

 

 

1,992,111

 

 

2,649,470

 

 

2,652,011

 

Note payable

 

 

164,163

 

 

167,327

 

 

164,462

 

 

168,431

 

Total financial liabilities

 

$

2,158,742

 

$

2,163,834

 

$

2,815,265

 

$

2,821,775

 

 

Schedule of Fair Value of Derivative Instruments and Loans Held for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Adjustment Components

 

Balance Sheet Location

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

Fair Value

 

 

 

Notional or

 

Assumed

 

 

 

 

Total

 

 

 

 

 

 

 

Adjustment

 

 

 

Principal

 

Gain

 

Interest Rate

 

Fair Value 

 

Derivative

 

Derivative

 

To Loans 

 

(in thousands)

 

Amount

 

on Sale

 

Movement

 

Adjustment

 

Assets

 

Liabilities

 

Held for Sale

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rate lock commitments

 

$

395,462

 

$

15,844

 

$

(2,275)

 

$

13,569

 

$

14,482

 

$

(913)

 

$

 —

 

Forward sale contracts

 

 

2,248,385

 

 

 —

 

 

43,859

 

 

43,859

 

 

47,342

 

 

(3,483)

 

 

 —

 

Loans held for sale

 

 

1,852,923

 

 

47,019

 

 

(41,584)

 

 

5,435

 

 

 —

 

 

 —

 

 

5,435

 

Total

 

 

 

 

$

62,863

 

$

 —

 

$

62,863

 

$

61,824

 

$

(4,396)

 

$

5,435

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rate lock commitments

 

$

267,710

 

$

9,467

 

$

(1,494)

 

$

7,973

 

$

7,973

 

$

 —

 

$

 —

 

Forward sale contracts

 

 

2,747,590

 

 

 —

 

 

2,371

 

 

2,371

 

 

3,705

 

 

(1,333)

 

 

 —

 

Loans held for sale

 

 

2,479,880

 

 

20,108

 

 

(877)

 

 

19,231

 

 

 —

 

 

 —

 

 

19,231

 

Total

 

 

 

 

$

29,575

 

$

 —

 

$

29,575

 

$

11,678

 

$

(1,333)

 

$

19,231

 

 

v3.6.0.2
LITIGATION, COMMITMENTS, AND CONTINGENCIES (Tables)
12 Months Ended
Dec. 31, 2016
LITIGATION, COMMITMENTS, AND CONTINGENCIES  
Schedule of Future Minimum Lease Payments

 

 

 

 

 

Year Ending December 31,

    

 

  

2017

 

$

5,328

 

2018

 

 

5,236

 

2019

 

 

4,554

 

2020

 

 

4,158

 

2021

 

 

3,743

 

Thereafter

 

 

6,404

 

Total

 

$

29,423

 

 

v3.6.0.2
SHARE-BASED PAYMENT (Tables)
12 Months Ended
Dec. 31, 2016
SHARE-BASED PAYMENT  
Schedule of Stock Compensation Expense

 

 

 

 

 

 

 

 

 

 

 

Components of stock compensation expense (in thousands)

    

2016

    

2015

    

2014

  

Restricted shares

 

$

10,272

 

$

8,214

 

$

7,105

 

Stock options

 

 

1,768

 

 

1,957

 

 

1,878

 

2014 PSP

 

 

3,625

 

 

3,913

 

 

1,011

 

2016 PSP

 

 

2,812

 

 

 —

 

 

 —

 

Total stock compensation expense

 

$

18,477

 

$

14,084

 

$

9,994

 

 

 

 

 

 

 

 

 

 

 

 

Excess tax benefit (shortfall) recognized

 

$

631

 

$

1,410

 

$

(38)

 

 

Schedule of Restricted Share Activity

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

Average

 

 

 

 

 

Grant-date

 

Restricted Shares

    

Shares

    

Fair Value

 

Nonvested at January 1, 2016

 

1,312,774

 

$

19.99

 

Granted

 

645,533

 

 

21.51

 

Vested

 

(452,856)

 

 

19.38

 

Forfeited

 

(23,968)

 

 

27.78

 

Nonvested at December 31, 2016

 

1,481,483

 

$

20.71

 

 

Schedule of Stock Option Activity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

Weighted-

 

Average

 

Aggregate

 

 

 

 

 

Average

 

Remaining

 

Intrinsic

 

 

 

 

 

Exercise

 

Contract Life

 

Value

 

Stock Options

    

Options

    

Price

    

(Years)

    

(in thousands)

 

Outstanding at January 1, 2016

 

1,106,352

 

$

16.30

 

 

 

 

 

 

Granted

 

207,180

 

 

20.40

 

 

 

 

 

 

Exercised

 

(18,157)

 

 

26.97

 

 

 

 

 

 

Forfeited

 

 —

 

 

 —

 

 

 

 

 

 

Expired

 

 —

 

 

 —

 

 

 

 

 

 

Outstanding at December 31, 2016

 

1,295,375

 

$

16.97

 

7.0

 

$

18,436

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at December 31, 2016

 

815,080

 

$

16.14

 

6.2

 

$

12,279

 

 

Schedule of Stock Options Valuation Assumptions

 

 

 

 

 

 

 

 

 

 

 

 

    

2016

    

2015

    

2014

  

Estimated option life

 

 

6.00 years

 

 

6.00 years

 

 

6.00 years

 

Risk free interest rate

 

 

1.31

%

 

1.68

%

 

1.86

%

Expected volatility

 

 

34.42

%

 

33.48

%

 

35.35

%

Expected dividend rate

 

 

0.00

%

 

0.00

%

 

0.00

%

Weighted average grant date fair value per share of options granted

 

$

7.21

 

$

5.90

 

$

6.35

 

 

v3.6.0.2
EARNINGS PER SHARE (Tables)
12 Months Ended
Dec. 31, 2016
EARNINGS PER SHARE  
Schedule of Weighted Average Shares and Share Equivalents that are Used to Calculate Basic and Diluted Earnings Per Share

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

(in thousands)

 

2016

    

2015

    

2014

 

Weighted average number of shares outstanding used to calculate basic earnings per share

 

29,432

 

29,754

 

32,210

 

 

 

 

 

 

 

 

 

Dilutive securities

 

 

 

 

 

 

 

Unvested restricted shares and restricted share units

 

1,403

 

952

 

 —

 

Stock options

 

337

 

243

 

414

 

Weighted average number of shares and share equivalents outstanding used to calculate diluted earnings per share

 

31,172

 

30,949

 

32,624

 

 

Schedule of Outstanding Options to Purchase Shares of Common Stock and Average Restricted Shares that were not Included in Computation of Diluted Earnings per Share

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

(in thousands)

 

2016

    

2015

    

2014

 

Average options

 

181

 

 —

 

611

 

Average restricted shares

 

181

 

14

 

 —

 

 

v3.6.0.2
INCOME TAXES (Tables)
12 Months Ended
Dec. 31, 2016
INCOME TAXES  
Summary of Provision for Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

(in thousands)

    

2016

    

2015

    

2014

 

Current

 

 

 

 

 

 

 

 

 

 

Federal

 

$

28,699

 

$

29,117

 

$

19,309

 

State

 

 

5,176

 

 

5,325

 

 

2,959

 

Total

 

$

33,875

 

$

34,442

 

$

22,268

 

 

 

 

 

 

 

 

 

 

 

 

Deferred

 

 

 

 

 

 

 

 

 

 

Federal

 

$

32,159

 

$

14,571

 

$

8,862

 

State

 

 

5,436

 

 

2,348

 

 

1,398

 

Total

 

$

37,595

 

$

16,919

 

$

10,260

 

 

 

 

 

 

 

 

 

 

 

 

Items charged or credited directly to stockholders' equity

 

 

 

 

 

 

 

 

 

 

Federal

 

$

 —

 

$

1,218

 

$

(33)

 

State

 

 

 —

 

 

192

 

 

(5)

 

Total

 

$

 —

 

$

1,410

 

$

(38)

 

Income tax expense

 

$

71,470

 

$

52,771

 

$

32,490

 

 

Schedule of Reconciliation of the Statutory Federal Tax Provision to Income Tax Provision

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

(in thousands)

    

2016

    

2015

    

2014

 

Statutory federal expense (35%)

 

$

65,023

 

$

47,378

 

$

29,369

 

Statutory state income tax expense, net of federal tax benefit

 

 

6,714

 

 

4,611

 

 

2,805

 

Other

 

 

(267)

 

 

782

 

 

316

 

Income tax expense

 

$

71,470

 

$

52,771

 

$

32,490

 

 

Schedule of Deferred Tax Assets and Liabilities

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

(in thousands)

    

2016

    

2015

 

Deferred Tax Assets

 

 

 

 

 

 

 

Compensation related

 

$

17,341

 

$

12,273

 

Credit losses

 

 

1,269

 

 

1,994

 

Acquisition related (1)

 

 

 —

 

 

1,929

 

Other

 

 

407

 

 

1,270

 

Total deferred tax assets

 

$

19,017

 

$

17,466

 

 

 

 

 

 

 

 

 

Deferred Tax Liabilities

 

 

 

 

 

 

 

Mark-to-market of derivatives and loans held for sale

 

$

(19,934)

 

$

(9,745)

 

Mortgage servicing rights related

 

 

(135,519)

 

 

(107,166)

 

Acquisition related (1)

 

 

(722)

 

 

 —

 

Depreciation

 

 

(1,862)

 

 

(1,980)

 

Total deferred tax liabilities

 

$

(158,037)

 

$

(118,891)

 

Deferred tax liabilities, net

 

$

(139,020)

 

$

(101,425)

 


(1)

Acquisition-related deferred tax assets and deferred tax liabilities consist of book-to-tax differences associated with basis step ups related to the amortization of goodwill recorded from acquisitions, acquisition-related costs capitalized for tax purposes, and book-to-tax differences in intangible asset amortization.

v3.6.0.2
SEGMENTS (Tables)
12 Months Ended
Dec. 31, 2016
SEGMENTS  
Schedule of Loans Serviced for Others, by Product

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

(in thousands)

    

2016

    

2015

    

2014

 

Fannie Mae

 

$

27,728,164

 

$

22,915,088

 

$

20,521,425

 

Freddie Mac

 

 

20,688,410

 

 

17,810,007

 

 

12,916,705

 

Ginnie Mae-HUD

 

 

9,155,794

 

 

5,657,809

 

 

5,828,981

 

Life insurance companies and other

 

 

5,508,786

 

 

3,829,360

 

 

4,764,779

 

Total

 

$

63,081,154

 

$

50,212,264

 

$

44,031,890

 

 

Schedule of Percentage of Unpaid Principal Balance of the Loans Serviced for Others

 

 

 

 

 

 

 

 

 

 

Percent of Total UPB as of December 31, 

 

 

    

2016

    

2015

    

2014

    

California

 

17.2

%

16.1

%

14.9

%

Texas

 

8.5

%

7.9

%

7.5

%

Florida

 

8.2

%

8.4

%

8.5

%

Wisconsin

 

5.0

%

4.9

%

4.1

%

Virginia

 

4.0

%

4.7

%

5.2

%

Maryland

 

3.3

%

3.6

%

6.1

%

All other states

 

53.8

%

54.4

%

53.7

%

Total

 

100.0

%

100.0

%

100.0

%

 

v3.6.0.2
OTHER OPERATING EXPENSES (Tables)
12 Months Ended
Dec. 31, 2016
OTHER OPERATING EXPENSES  
Summary of Major Components of Other Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 

 

(in thousands)

    

2016

    

2015

    

2014

 

Professional fees

 

$

12,089

 

$

10,936

 

$

11,117

 

Travel and entertainment

 

 

7,004

 

 

6,461

 

 

4,267

 

Rent

 

 

6,404

 

 

5,943

 

 

5,077

 

Marketing and preferred broker

 

 

5,607

 

 

4,599

 

 

3,693

 

Office expenses

 

 

4,539

 

 

4,103

 

 

3,537

 

All other

 

 

5,695

 

 

6,465

 

 

7,140

 

Total

 

$

41,338

 

$

38,507

 

$

34,831

 

 

v3.6.0.2
QUARTERLY RESULTS (UNAUDITED) (Tables)
12 Months Ended
Dec. 31, 2016
QUARTERLY RESULTS (UNAUDITED)  
Schedule of Unaudited Selected Financial Data and Operating Information on a Quarterly Basis

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of and for the year ended December 31, 2016

 

(in thousands, except per share data)

    

4th Quarter

    

3rd Quarter

    

2nd Quarter

    

1st Quarter

 

Gains from mortgage banking activities

 

$

117,779

 

$

100,630

 

$

102,453

 

$

46,323

 

Servicing fees

 

 

39,370

 

 

37,134

 

 

32,771

 

 

31,649

 

Total revenues

 

 

178,391

 

 

154,786

 

 

147,858

 

 

94,241

 

Personnel

 

 

73,126

 

 

64,377

 

 

55,758

 

 

34,230

 

Amortization and depreciation

 

 

30,603

 

 

29,244

 

 

26,425

 

 

25,155

 

Total expenses

 

 

117,210

 

 

106,074

 

 

96,152

 

 

70,059

 

Income from operations

 

 

61,181

 

 

48,712

 

 

51,706

 

 

24,182

 

Walker & Dunlop net income

 

 

36,790

 

 

29,628

 

 

32,021

 

 

15,458

 

Diluted earnings per share

 

$

1.16

 

$

0.96

 

$

1.05

 

$

0.50

 

Total transaction volume

 

$

6,260,898

 

$

5,032,238

 

$

5,389,276

 

$

2,615,700

 

Servicing portfolio

 

$

63,081,154

 

$

59,121,989

 

$

57,321,824

 

$

51,040,752

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of and for the year ended December 31, 2015

 

(in thousands, except per share data)

    

4th Quarter

    

3rd Quarter

    

2nd Quarter

    

1st Quarter

 

Gains from mortgage banking activities

 

$

76,986

 

$

70,810

 

$

69,950

 

$

72,720

 

Servicing fees

 

 

30,530

 

 

29,328

 

 

28,058

 

 

26,841

 

Total revenues

 

 

121,365

 

 

120,786

 

 

113,926

 

 

112,121

 

Personnel

 

 

49,224

 

 

49,328

 

 

45,993

 

 

40,045

 

Amortization and depreciation

 

 

24,385

 

 

25,644

 

 

23,470

 

 

24,674

 

Total expenses

 

 

87,493

 

 

87,340

 

 

81,284

 

 

76,715

 

Income from operations

 

 

33,872

 

 

33,446

 

 

32,642

 

 

35,406

 

Walker & Dunlop net income

 

 

20,411

 

 

20,251

 

 

20,153

 

 

21,313

 

Diluted earnings per share

 

$

0.67

 

$

0.66

 

$

0.67

 

$

0.66

 

Total transaction volume

 

$

4,686,283

 

$

4,936,762

 

$

3,787,305

 

$

4,348,398

 

Servicing portfolio

 

$

50,212,264

 

$

47,794,561

 

$

47,713,739

 

$

46,066,660

 

 

v3.6.0.2
ORGANIZATION (Details) - CMBS - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Consolidation    
Severance and other termination costs $ 2.0  
Maximum    
Consolidation    
Percentage of ownership   50.00%
v3.6.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Mortgage Banking and Guaranty Obligations (Detail) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Gains from Mortgage Banking Activities      
Co-broker fees from mortgage banking activities $ 35.8 $ 18.0 $ 15.9
Fannie Mae DUS program | Minimum      
Guaranty Obligation and Allowance for Credit Losses      
Average expected cash flows (as a percent) 0.03%    
Discount rate (as a percent) 12.00%    
Fannie Mae DUS program | Maximum      
Guaranty Obligation and Allowance for Credit Losses      
Average expected cash flows (as a percent) 0.05%    
Discount rate (as a percent) 15.00%    
Maximum delinquency period of loans at which initial loss recognition occurs 60 days    
MSRs | Minimum      
Gains from Mortgage Banking Activities      
Discount rate used for estimated capitalized MSRs (as a percent) 10.00% 10.00% 10.00%
Reduction in estimated life of MSRs 6 months    
MSRs | Maximum      
Gains from Mortgage Banking Activities      
Discount rate used for estimated capitalized MSRs (as a percent) 15.00% 15.00% 15.00%
Reduction in estimated life of MSRs 12 months    
v3.6.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Loans Held-for-Investment, Net (Detail)
$ in Thousands
12 Months Ended
Dec. 31, 2016
USD ($)
loan
Dec. 31, 2015
USD ($)
loan
Loans Held-for-Investment, Net    
Number of loans held for investment | loan 12 13
Unpaid principal balance of loans held for investment $ 222,300 $ 233,400
Net unamortized deferred fees and costs 1,500 1,100
Allowance for loan losses $ 400 800
Floating Rate Loans | Maximum    
Loans Held-for-Investment, Net    
Loan term (in years) 3 years  
Loans Held for Investment    
Loans Held-for-Investment, Net    
Loans held for investment, delinquent $ 0 0
Loans held for investment, impaired 0 0
Loans, non-accrual status $ 0 $ 0
v3.6.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Provision (Benefit) for Credit Losses (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Provision (Benefit) for Credit Losses      
Provision (benefit) for loan losses $ (467) $ (36) $ 423
Provision (benefit) for risk-sharing obligations (145) 1,680 1,783
Provision (benefit) for credit losses $ (612) $ 1,644 $ 2,206
v3.6.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Detail)
$ in Millions
12 Months Ended
Dec. 31, 2016
segment
Oct. 01, 2016
USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
Number of reporting units | segment 1  
Market capitalization in excess net asset value | $   $ 218.6
Market capitalization in excess net asset value, percentage   38.50%
v3.6.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Loans Held-for-Sale (Detail) - USD ($)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Loans Held-for-Sale    
Loans held for sale carried at lower of cost or market. $ 0 $ 0
Loans Held for Sale    
Loans Held-for-Sale    
Period of originated loans within which they are transferred or sold 60 days  
Loans, non-accrual status $ 0 $ 0
v3.6.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Share-Based Payment (Detail)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Stock options      
Fair value assumptions, Black-Scholes      
Expiration period 10 years    
Vesting period 3 years    
Expected dividend yield 0.00% 0.00% 0.00%
Stock options | Officers And Employees      
Fair value assumptions, Black-Scholes      
Vesting period 3 years    
RSUs | 2014 PSP      
Fair value assumptions, Black-Scholes      
Vesting period 3 years    
RSUs | 2016 PSP      
Fair value assumptions, Black-Scholes      
Vesting period 3 years    
Restricted shares | Officers And Employees      
Fair value assumptions, Black-Scholes      
Vesting period 3 years    
Restricted shares | Non-Employee Directors      
Fair value assumptions, Black-Scholes      
Vesting period 1 year    
v3.6.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Net Warehouse Interest Income (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Loans Held for Sale      
Net Warehouse Interest Income      
Warehouse interest income $ 47,523 $ 37,675 $ 24,615
Warehouse interest expense (31,278) (23,134) (13,272)
Net warehouse interest income 16,245 14,541 11,343
Loans Held for Investment      
Net Warehouse Interest Income      
Warehouse interest income 12,808 15,456 11,092
Warehouse interest expense (5,326) (6,037) (4,941)
Net warehouse interest income $ 7,482 $ 9,419 $ 6,151
v3.6.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Statement of Cash Flows (Details) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES        
Cash and cash equivalents $ 118,756 $ 136,988 $ 113,354 $ 170,563
Restricted cash 9,861 5,306 13,854 5,427
Pledged securities, at fair value 84,850 72,190 67,719 49,651
Total cash, cash equivalents, restricted cash, and restricted cash equivalents $ 213,467 $ 214,484 $ 194,927 $ 225,641
v3.6.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes and Pledged Securities (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Tax Uncertainties        
Accruals for tax uncertainties $ 0 $ 0    
Pledged Securities        
Pledged securities, at fair value 84,850 72,190 $ 67,719 $ 49,651
Fannie Mae DUS program        
Pledged Securities        
Pledged securities, at fair value $ 80,500 $ 70,900    
v3.6.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash Equivalents and Recent Accounting Pronouncements (Detail) - USD ($)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Cash and Cash Equivalents      
Cash equivalents $ 0 $ 0  
Recently Announced Accounting Pronouncements      
Cash and cash equivalents at beginning of period 136,988,000 113,354,000 $ 170,563,000
Cash and cash equivalents at end of period 118,756,000 136,988,000 113,354,000
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period 214,484,000 194,927,000 225,641,000
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents (1,017,000) 19,557,000 (30,714,000)
Total of cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period $ 213,467,000 214,484,000 194,927,000
Mortgage Loans      
Concentrations of Credit Risk      
Period of originated loans within which they are transferred or sold 60 days    
As previously reported      
Recently Announced Accounting Pronouncements      
Cash and cash equivalents at beginning of period $ 136,988,000 113,354,000 170,563,000
Net increase (decrease) in cash and cash equivalents   23,634,000 (57,209,000)
Cash and cash equivalents at end of period   136,988,000 113,354,000
Cash provided by (used in) operating activities: change in restricted cash and pledged securities   $ 4,268,000 $ (26,495,000)
v3.6.0.2
GAINS FROM MORTGAGE BANKING ACTIVITIES (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
GAINS FROM MORTGAGE BANKING ACTIVITIES                      
Contractual loan origination related fees, net                 $ 174,360 $ 156,835 $ 125,468
Fair value of expected net future cash flows from servicing recognized at commitment                 205,311 142,420 103,410
Fair value of expected guaranty obligation recognized at commitment                 (12,486) (8,789) (6,895)
Total gains from mortgage banking activities $ 117,779 $ 100,630 $ 102,453 $ 46,323 $ 76,986 $ 70,810 $ 69,950 $ 72,720 $ 367,185 $ 290,466 $ 221,983
v3.6.0.2
MORTGAGE SERVICING RIGHTS - Fair Value Disclosures (Detail) - MSRs - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Servicing    
Fair value of the MSRs $ 669.4 $ 510.6
Sensitivity Analysis of Fair Value, example 1, impact of percent adverse change in discount rate, percent 1.00%  
Decrease in fair value as a result of 100 basis point increase in discount rate $ 21.2  
Sensitivity Analysis of Fair Value, example 2, impact of percent adverse change in discount rate, percent 2.00%  
Decrease in fair value as a result of 200 basis point increase in discount rate $ 41.0  
v3.6.0.2
MORTGAGE SERVICING RIGHTS - Schedule of Activity Related to Capitalized MSRs (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Mortgage Servicing Rights                  
Beginning balance $ 412,348                
Ending balance 521,930 $ 412,348              
Purchase of mortgage servicing rights 43,097                
Purchased servicing portfolio loans final unpaid principal balance 63,081,154 50,212,264 $ 59,121,989 $ 57,321,824 $ 51,040,752 $ 47,794,561 $ 47,713,739 $ 46,066,660 $ 44,031,890
MSRs                  
Mortgage Servicing Rights                  
Beginning balance 412,348 375,907              
Additions, following sale of loan 181,032 135,441              
Purchases 43,097                
Amortization (99,417) (80,702)              
Pre-payments and write-offs (15,130) (18,298)              
Ending balance 521,930 $ 412,348              
HUD Loan Portfolio Acquired                  
Mortgage Servicing Rights                  
Purchased servicing portfolio loans final unpaid principal balance 3,600,000                
HUD Loan Portfolio Acquired | MSRs                  
Mortgage Servicing Rights                  
Purchase of mortgage servicing rights 44,800                
Adjustments reducing purchase price 1,700                
Purchased servicing portfolio loans final unpaid principal balance $ 3,600,000                
Weighted average estimated remaining life of acquired servicing portfolio 10 years 10 months 24 days                
v3.6.0.2
MORTGAGE SERVICING RIGHTS - Summary of Components of Net Carrying Value of Acquired and Originated MSRs (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
MSRs    
Mortgage Servicing Rights Acquired and Originated    
Gross carrying value $ 817,964 $ 644,752
Accumulated amortization (296,034) (232,404)
Net carrying value 521,930 412,348
Acquired MSRs    
Mortgage Servicing Rights Acquired and Originated    
Gross carrying value 175,934 132,837
Accumulated amortization (104,264) (84,754)
Net carrying value 71,670 48,083
Originated MSRs    
Mortgage Servicing Rights Acquired and Originated    
Gross carrying value 642,030 511,915
Accumulated amortization (191,770) (147,650)
Net carrying value $ 450,260 $ 364,265
v3.6.0.2
MORTGAGE SERVICING RIGHTS - Schedule of Expected Amortization of MSRs (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
MSRs    
Future amortization    
2017 $ 105,015  
2018 90,319  
2019 78,288  
2020 68,771  
2021 57,756  
Thereafter 121,781  
Net carrying value 521,930 $ 412,348
Originated MSRs    
Future amortization    
2017 90,304  
2018 78,092  
2019 67,493  
2020 59,847  
2021 50,738  
Thereafter 103,786  
Net carrying value 450,260 364,265
Acquired MSRs    
Future amortization    
2017 14,711  
2018 12,227  
2019 10,795  
2020 8,924  
2021 7,018  
Thereafter 17,995  
Net carrying value $ 71,670 $ 48,083
v3.6.0.2
MORTGAGE SERVICING RIGHTS - Prepayment fees and Other information (Detail) - MSRs - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Servicing      
Expected amortization period for net carrying value 7 years 4 months 24 days    
Other revenues      
Servicing      
Prepayment fees $ 10.6 $ 15.0 $ 9.3
v3.6.0.2
GUARANTY OBLIGATION AND ALLOWANCE FOR RISK-SHARING OBLIGATIONS - Schedule of Activity Related to Guaranty Obligation (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
GUARANTY OBLIGATION AND ALLOWANCE FOR RISK-SHARING OBLIGATIONS    
Guaranty obligation, net of accumulated amortization - beginning balance $ 27,570 $ 24,975
Additions, following the sale of loan 10,597 8,828
Amortization (5,946) (5,423)
Other 71 (810)
Guaranty obligation, net of accumulated amortization - ending balance $ 32,292 $ 27,570
v3.6.0.2
GUARANTY OBLIGATION AND ALLOWANCE FOR RISK-SHARING OBLIGATIONS - Summary of Allowance for Risk-Sharing Obligations (Detail)
$ in Thousands
12 Months Ended
Dec. 31, 2016
USD ($)
loan
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Allowance for Risk-Sharing Contracts      
Beginning balance $ 5,586 $ 3,904  
Provision (benefit) for risk-sharing obligations (145) 1,680 $ 1,783
Write-offs (1,757) (808)  
Other (71) 810  
Ending balance $ 3,613 5,586 $ 3,904
Number of defaulted at risk loans on which loss sharing settlements were reached | loan 3    
Recoveries on risk-sharing obligations previously written off $ 800 0  
Fannie Mae DUS program      
Allowance for Risk-Sharing Contracts      
Maximum quantifiable contingent liability associated with guarantees $ 4,900,000 $ 4,900,000  
v3.6.0.2
SERVICING - (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Servicing                  
Purchased servicing portfolio loans final unpaid principal balance $ 63,081,154 $ 59,121,989 $ 57,321,824 $ 51,040,752 $ 50,212,264 $ 47,794,561 $ 47,713,739 $ 46,066,660 $ 44,031,890
Loans serviced                  
Servicing                  
Purchased servicing portfolio loans final unpaid principal balance 63,100,000       50,200,000        
Custodial escrow accounts 1,600,000       $ 1,100,000        
HUD Loan Portfolio Acquired                  
Servicing                  
Purchased servicing portfolio loans final unpaid principal balance $ 3,600,000                
v3.6.0.2
DEBT - Summary Information (Detail)
$ in Thousands
12 Months Ended
Dec. 31, 2016
USD ($)
Option
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Debt      
Outstanding Balance $ 1,990,183 $ 2,649,470  
Debt issuance costs $ (1,928) $ (2,541)  
LIBOR      
Debt      
Reference rate for variable interest on the line of credit 30-day LIBOR 30-day LIBOR  
Interest rate at end of period (as a percent) 0.77% 0.43%  
Warehouse Facilities      
Debt      
Maximum Amount $ 3,995,000 $ 4,135,000  
Outstanding Balance 1,990,183 2,649,470  
Interest expense 36,600 29,200 $ 18,200
Facility fees $ 5,500 4,500 3,400
Agency Warehouse Facility #1      
Debt      
Advances made as a percentage of the loan balance 100.00%    
Maturity date Oct. 30, 2017    
Agency Warehouse Facility #2      
Debt      
Advances made as a percentage of the loan balance 100.00%    
Maturity date Jun. 21, 2017    
Agency Warehouse Facility #3      
Debt      
Advances made as a percentage of the loan balance 100.00%    
Maturity date Apr. 30, 2017    
Agency Warehouse Facility #3, Base      
Debt      
Maximum Amount $ 280,000    
Agency Warehouse Facility #3, Temporary Increase      
Debt      
Maximum Amount $ 400,000    
Maturity date Jan. 01, 2017    
Agency Warehouse Facility #4      
Debt      
Maturity date Oct. 27, 2017    
Agency Warehouse Facility #4, Permanent Increase      
Debt      
Maximum Amount $ 100,000    
Agency Warehouse Facility #5      
Debt      
Maturity date Jan. 01, 2018    
Interim Warehouse Facility #1      
Debt      
Maturity date Apr. 30, 2017    
Term of debt 3 years    
Interim Warehouse Facility #2      
Debt      
Maturity date Dec. 13, 2017    
Term of debt 3 years    
Interim Warehouse Facility #3      
Debt      
Maturity date May 19, 2017    
Term of debt 3 years    
Term of facility extension option 1 year    
Number of extension options available | Option 3    
Loans Held for Sale      
Debt      
Interest expense $ 31,278 23,134 13,272
Loans Held for Sale | Agency Warehouse Facility      
Debt      
Maximum Amount 3,635,000 3,775,000  
Outstanding Balance 1,848,994 2,478,984  
Loans Held for Sale | Agency Warehouse Facility #1 | Agency Warehouse Facility      
Debt      
Maximum Amount 425,000 685,000  
Outstanding Balance $ 109,087 $ 418,891  
Loans Held for Sale | Agency Warehouse Facility #1 | Agency Warehouse Facility | LIBOR      
Debt      
Reference rate for variable interest on the line of credit 30-day LIBOR 30-day LIBOR  
Basis points added to reference rate 1.40%    
Loans Held for Sale | Agency Warehouse Facility #1 | Minimum | Agency Warehouse Facility | LIBOR      
Debt      
Basis points added to reference rate   1.40%  
Loans Held for Sale | Agency Warehouse Facility #1 | Maximum | Agency Warehouse Facility | LIBOR      
Debt      
Basis points added to reference rate   1.75%  
Loans Held for Sale | Agency Warehouse Facility #2 | Agency Warehouse Facility      
Debt      
Maximum Amount $ 650,000 $ 1,900,000  
Outstanding Balance $ 274,181 $ 1,619,800  
Loans Held for Sale | Agency Warehouse Facility #2 | Agency Warehouse Facility | LIBOR      
Debt      
Reference rate for variable interest on the line of credit 30-day LIBOR 30-day LIBOR  
Basis points added to reference rate 1.40% 1.40%  
Loans Held for Sale | Agency Warehouse Facility #3 | Agency Warehouse Facility      
Debt      
Maximum Amount $ 680,000 $ 490,000  
Outstanding Balance $ 320,801 $ 227,305  
Loans Held for Sale | Agency Warehouse Facility #3 | Agency Warehouse Facility | LIBOR      
Debt      
Reference rate for variable interest on the line of credit 30-day LIBOR 30-day LIBOR  
Basis points added to reference rate 1.35% 1.40%  
Loans Held for Sale | Agency Warehouse Facility #4 | Agency Warehouse Facility      
Debt      
Maximum Amount $ 350,000 $ 250,000  
Outstanding Balance $ 186,869    
Loans Held for Sale | Agency Warehouse Facility #4 | Agency Warehouse Facility | LIBOR      
Debt      
Reference rate for variable interest on the line of credit 30-day LIBOR 30-day LIBOR  
Basis points added to reference rate 1.40% 1.40%  
Loans Held for Sale | Agency Warehouse Facility #5 | Agency Warehouse Facility      
Debt      
Maximum Amount $ 30,000    
Outstanding Balance $ 14,551    
Loans Held for Sale | Agency Warehouse Facility #5 | Agency Warehouse Facility | LIBOR      
Debt      
Reference rate for variable interest on the line of credit 30-day LIBOR    
Basis points added to reference rate 1.80%    
Loans Held for Investment      
Debt      
Interest expense $ 5,326 $ 6,037 $ 4,941
Loans Held for Investment | Interim Warehouse Facility      
Debt      
Maximum Amount 360,000 360,000  
Outstanding Balance 143,117 173,027  
Loans Held for Investment | Interim Warehouse Facility #1 | Interim Warehouse Facility      
Debt      
Maximum Amount 85,000 85,000  
Outstanding Balance $ 36,916 $ 15,000  
Loans Held for Investment | Interim Warehouse Facility #1 | Interim Warehouse Facility | LIBOR      
Debt      
Reference rate for variable interest on the line of credit 30-day LIBOR 30-day LIBOR  
Basis points added to reference rate 1.90% 1.90%  
Loans Held for Investment | Interim Warehouse Facility #2 | Interim Warehouse Facility      
Debt      
Maximum Amount $ 200,000 $ 200,000  
Outstanding Balance $ 70,196 $ 141,433  
Loans Held for Investment | Interim Warehouse Facility #2 | Interim Warehouse Facility | LIBOR      
Debt      
Reference rate for variable interest on the line of credit 30-day LIBOR 30-day LIBOR  
Basis points added to reference rate 2.00% 2.00%  
Loans Held for Investment | Interim Warehouse Facility #3 | Interim Warehouse Facility      
Debt      
Maximum Amount $ 75,000 $ 75,000  
Outstanding Balance $ 36,005 $ 16,594  
Loans Held for Investment | Interim Warehouse Facility #3 | Interim Warehouse Facility | LIBOR      
Debt      
Reference rate for variable interest on the line of credit 30-day LIBOR 30-day LIBOR  
Loans Held for Investment | Interim Warehouse Facility #3 | Minimum | Interim Warehouse Facility | LIBOR      
Debt      
Basis points added to reference rate 2.00% 2.00%  
Loans Held for Investment | Interim Warehouse Facility #3 | Maximum | Interim Warehouse Facility | LIBOR      
Debt      
Basis points added to reference rate 2.50% 2.50%  
National Banks | Agency Warehouse Facility      
Debt      
Maximum Amount $ 2,100,000    
National Banks | Interim Warehouse Facility      
Debt      
Maximum Amount $ 400,000    
Fannie Mae | Uncommitted Agency Warehouse Facility      
Debt      
Advances made as a percentage of the loan balance 99.00%    
Fannie Mae | Uncommitted Agency Warehouse Facility | Agency Warehouse Facility      
Debt      
Maximum Amount $ 1,500,000    
Fannie Mae | Uncommitted Agency Warehouse Facility | Minimum | LIBOR      
Debt      
Minimum variable base rate percentage under terms of the debt agreement 0.35%    
Fannie Mae | Loans Held for Sale | Uncommitted Agency Warehouse Facility | Agency Warehouse Facility      
Debt      
Maximum Amount $ 1,500,000 $ 450,000  
Outstanding Balance $ 943,505 $ 212,988  
Fannie Mae | Loans Held for Sale | Uncommitted Agency Warehouse Facility | Agency Warehouse Facility | LIBOR      
Debt      
Reference rate for variable interest on the line of credit 30-day LIBOR 30-day LIBOR  
Basis points added to reference rate 1.15% 1.15%  
v3.6.0.2
DEBT - Covenants and Terms (Detail)
$ in Millions
12 Months Ended
Dec. 31, 2016
USD ($)
Agency Warehouse Facility #1  
Warehouse notes payable  
Minimum tangible net worth under covenant requirement $ 200.0
Percentage of equity issued by the company or its subsidiaries added to base amount to determine compliance with tangible net worth covenants 75.00%
Minimum liquid asset to be maintained under financial covenants $ 15.0
Debt covenant, aggregate minimum unpaid principal amount of all mortgage loans comprising the company's consolidated servicing portfolio 20,000.0
Debt covenant, aggregate minimum unpaid principal amount of all Fannie Mae DUS mortgage loans comprising the company's consolidated servicing portfolio $ 10,000.0
Debt covenant, exclusion from servicing portfolio measure of loans past due period 60 days
Debt covenant, maximum percentage of Fannie Mae DUS loans 60 days past due to total servicing portfolio 3.50%
Maximum indebtedness to tangible net worth 2.25
Agency Warehouse Facility #2  
Warehouse notes payable  
Minimum tangible net worth under covenant requirement $ 200.0
Percentage of equity issued by the company or its subsidiaries added to base amount to determine compliance with tangible net worth covenants 75.00%
Minimum liquid asset to be maintained under financial covenants $ 15.0
Debt covenant, aggregate minimum unpaid principal amount of all mortgage loans comprising the company's consolidated servicing portfolio 20,000.0
Debt covenant, aggregate minimum unpaid principal amount of all Fannie Mae DUS mortgage loans comprising the company's consolidated servicing portfolio $ 10,000.0
Debt covenant, exclusion from servicing portfolio measure of loans past due period 60 days
Debt covenant, maximum percentage of Fannie Mae DUS loans 60 days past due to total servicing portfolio 3.50%
Agency Warehouse Facility #3  
Warehouse notes payable  
Minimum tangible net worth under covenant requirement $ 200.0
Percentage of equity issued by the company or its subsidiaries added to base amount to determine compliance with tangible net worth covenants 75.00%
Minimum liquid asset to be maintained under financial covenants $ 15.0
Debt covenant, aggregate minimum unpaid principal amount of all mortgage loans comprising the company's consolidated servicing portfolio 20,000.0
Debt covenant, aggregate minimum unpaid principal amount of all Fannie Mae DUS mortgage loans comprising the company's consolidated servicing portfolio $ 10,000.0
Debt covenant, exclusion from servicing portfolio measure of loans past due period 60 days
Debt covenant, maximum percentage of Fannie Mae DUS loans 60 days past due to total servicing portfolio 3.50%
Maximum indebtedness to tangible net worth 2.25
Agency Warehouse Facility #4  
Warehouse notes payable  
Minimum tangible net worth under covenant requirement $ 200.0
Percentage of equity issued by the company or its subsidiaries added to base amount to determine compliance with tangible net worth covenants 75.00%
Minimum liquid asset to be maintained under financial covenants $ 15.0
Debt covenant, aggregate minimum unpaid principal amount of all mortgage loans comprising the company's consolidated servicing portfolio 20,000.0
Debt covenant, aggregate minimum unpaid principal amount of all Fannie Mae DUS mortgage loans comprising the company's consolidated servicing portfolio $ 10,000.0
Debt covenant, exclusion from servicing portfolio measure of loans past due period 60 days
Debt covenant, maximum percentage of Fannie Mae DUS loans 60 days past due to total servicing portfolio 3.50%
Agency Warehouse Facility #5  
Warehouse notes payable  
Minimum tangible net worth under covenant requirement $ 200.0
Percentage of equity issued by the company or its subsidiaries added to base amount to determine compliance with tangible net worth covenants 75.00%
Minimum liquid asset to be maintained under financial covenants $ 15.0
Debt covenant, aggregate minimum unpaid principal amount of all mortgage loans comprising the company's consolidated servicing portfolio 20,000.0
Debt covenant, aggregate minimum unpaid principal amount of all Fannie Mae DUS mortgage loans comprising the company's consolidated servicing portfolio $ 10,000.0
Debt covenant, exclusion from servicing portfolio measure of loans past due period 60 days
Debt covenant, maximum percentage of Fannie Mae DUS loans 60 days past due to total servicing portfolio 3.50%
Interim Warehouse Facility #1  
Warehouse notes payable  
Minimum tangible net worth under covenant requirement $ 200.0
Percentage of equity issued by the company or its subsidiaries added to base amount to determine compliance with tangible net worth covenants 75.00%
Minimum liquid asset to be maintained under financial covenants $ 15.0
Debt covenant, aggregate minimum unpaid principal amount of all mortgage loans comprising the company's consolidated servicing portfolio 20,000.0
Debt covenant, aggregate minimum unpaid principal amount of all Fannie Mae DUS mortgage loans comprising the company's consolidated servicing portfolio $ 10,000.0
Debt covenant, exclusion from servicing portfolio measure of loans past due period 60 days
Debt covenant, maximum percentage of Fannie Mae DUS loans 60 days past due to total servicing portfolio 3.50%
Maximum indebtedness to tangible net worth 2.25
Mimimum rolling four-quarter EBITDA to total debt service ratio 2.00
Interim Warehouse Facility #2  
Warehouse notes payable  
Minimum tangible net worth under covenant requirement $ 200.0
Percentage of equity issued by the company or its subsidiaries added to base amount to determine compliance with tangible net worth covenants 75.00%
Minimum liquid asset to be maintained under financial covenants $ 15.0
Debt covenant, aggregate minimum unpaid principal amount of all mortgage loans comprising the company's consolidated servicing portfolio 20,000.0
Debt covenant, aggregate minimum unpaid principal amount of all Fannie Mae DUS mortgage loans comprising the company's consolidated servicing portfolio $ 10,000.0
Debt covenant, exclusion from servicing portfolio measure of loans past due period 60 days
Debt covenant, maximum percentage of Fannie Mae DUS loans 60 days past due to total servicing portfolio 3.50%
Maximum indebtedness to tangible net worth 2.25
Minimum EBITDA to be maintained under financial covenants $ 35.0
Debt service coverage ratio 2.75
Interim Warehouse Facility #3  
Warehouse notes payable  
Minimum tangible net worth under covenant requirement $ 200.0
Percentage of equity issued by the company or its subsidiaries added to base amount to determine compliance with tangible net worth covenants 75.00%
Minimum liquid asset to be maintained under financial covenants $ 15.0
Maximum indebtedness to tangible net worth 3.00
Debt service coverage ratio 2.75
v3.6.0.2
DEBT - Notes Payable - Terms (Detail)
$ in Millions
1 Months Ended 3 Months Ended 12 Months Ended
Dec. 20, 2013
USD ($)
loan
Apr. 30, 2015
USD ($)
Jun. 30, 2015
USD ($)
Mar. 31, 2015
USD ($)
Dec. 31, 2016
USD ($)
Dec. 31, 2015
Dec. 31, 2014
LIBOR              
Debt              
Reference rate         30-day LIBOR 30-day LIBOR  
Term Loan Agreement              
Debt              
Amount of loan agreement $ 175.0            
Maximum amount of all incremental term loans $ 60.0            
Discount on issue of term loan (as a percent) 1.00%            
Quarterly equal installments     $ 0.3 $ 0.4 $ 0.3    
Mandatory prepayment   $ 3.6          
Debt instrument maturity date         Dec. 20, 2020    
Minimum LIBOR rate, default terms (as a percent)         1.00%    
Term Loan Agreement | Prime rate (Base)              
Debt              
Reference rate         prime rate    
Term Loan Agreement | Federal funds rate (Base)              
Debt              
Reference rate         Federal funds rate    
Basis points added to reference rate         0.50%    
Term Loan Agreement | 30-day LIBOR (Base)              
Debt              
Reference rate         one month LIBOR    
Basis points added to reference rate         1.00%    
Term Loan Agreement | Base Rate Loans, Leverage Ratio >2.50              
Debt              
Basis points added to reference rate         3.50%    
Term Loan Agreement | Base Rate Loans, Leverage Ratio less than or equal to 2.50              
Debt              
Basis points added to reference rate         3.25%    
Term Loan Agreement | LIBOR, Leverage Ratio >2.50              
Debt              
Basis points added to reference rate         4.50%    
Term Loan Agreement | LIBOR, Leverage Ratio less than or equal to 2.50              
Debt              
Basis points added to reference rate         4.25%    
Term Loan Agreement | January 1, 2015 through December 31, 2015 | Base Rate              
Debt              
Basis points added to reference rate         3.25%    
Term Loan Agreement | January 1, 2015 through December 31, 2015 | LIBOR              
Debt              
Basis points added to reference rate         4.25%    
Minimum | Term Loan Agreement              
Debt              
Consolidated Corporate Interest Coverage Ratio         2.75    
Asset Coverage Ratio         1.50    
Minimum | Term Loan Agreement | Base Rate Loans, Leverage Ratio >2.50              
Debt              
Consolidated Corporate Leverage Ratio         2.50    
Minimum | Term Loan Agreement | LIBOR, Leverage Ratio >2.50              
Debt              
Consolidated Corporate Leverage Ratio         2.50    
Maximum              
Debt              
Consolidated Corporate Leverage Ratio             2.50
Maximum | Closing Date through December 31, 2014              
Debt              
Consolidated Corporate Leverage Ratio         5.00    
Maximum | January 1, 2015 through December 31, 2015              
Debt              
Consolidated Corporate Leverage Ratio         4.75    
Maximum | January 1, 2016 through December 31, 2016              
Debt              
Consolidated Corporate Leverage Ratio         4.50    
Maximum | January 1, 2017 and thereafter              
Debt              
Consolidated Corporate Leverage Ratio         4.25    
Maximum | Term Loan Agreement              
Debt              
Number of additional term loans | loan 3            
Maximum | Term Loan Agreement | Base Rate Loans, Leverage Ratio less than or equal to 2.50              
Debt              
Consolidated Corporate Leverage Ratio         2.50    
Maximum | Term Loan Agreement | LIBOR, Leverage Ratio less than or equal to 2.50              
Debt              
Consolidated Corporate Leverage Ratio         2.50    
v3.6.0.2
DEBT - Notes Payable - Summary (Detail) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Debt        
Unpaid principal balance     $ 2,159,438  
Debt issuance costs     (1,928) $ (2,541)
Carrying balance     164,163 164,462
Term Loan Agreement        
Debt        
Quarterly equal installments $ 300 $ 400 300  
Unpaid principal balance     167,327 168,431
Unamortized debt discount     (987) (1,238)
Debt issuance costs     (2,177) (2,731)
Carrying balance     $ 164,163 $ 164,462
Period for amounts drawn and repaid     60 days  
v3.6.0.2
DEBT - Notes Payable - Maturities (Detail)
$ in Thousands
Dec. 31, 2016
USD ($)
DEBT  
2017 $ 1,874,653
2018 115,048
2019 5,722
2020 164,015
Total $ 2,159,438
v3.6.0.2
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Goodwill activity    
Beginning balance $ 90,338 $ 74,525
Additions from acquisitions 6,082 15,713
Retrospective adjustments   100
Impairment 0 0
Ending balance $ 96,420 $ 90,338
v3.6.0.2
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Detail) - USD ($)
$ in Thousands
Nov. 28, 2016
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Goodwill acquired        
Goodwill.   $ 96,420 $ 90,338 $ 74,525
Elkins Acquisition        
Goodwill acquired        
Purchase consideration paid in cash $ 6,500      
Goodwill. $ 6,100      
Period over which goodwill is expected to be deductible for tax purpose 15 years      
Cash acquired $ 150      
v3.6.0.2
FAIR VALUE MEASUREMENTS - Summary of Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Assets        
Loans held for sale $ 1,858,358 $ 2,499,111    
Pledged securities 84,850 72,190 $ 67,719 $ 49,651
Derivative assets 61,824 11,678    
Liabilities        
Derivative liabilities 4,396 1,333    
Recurring        
Assets        
Loans held for sale 1,858,358 2,499,111    
Pledged securities 84,850 72,190    
Derivative assets 61,824 11,678    
Total financial assets 2,005,032 2,582,979    
Liabilities        
Derivative liabilities 4,396 1,333    
Total financial liabilities 4,396 1,333    
Level 1 | Recurring        
Assets        
Pledged securities 84,850 72,190    
Total financial assets 84,850 72,190    
Level 2 | Recurring        
Assets        
Loans held for sale 1,858,358 2,499,111    
Total financial assets 1,858,358 2,499,111    
Level 3 | Recurring        
Assets        
Derivative assets 61,824 11,678    
Total financial assets 61,824 11,678    
Liabilities        
Derivative liabilities 4,396 1,333    
Total financial liabilities $ 4,396 $ 1,333    
v3.6.0.2
FAIR VALUE MEASUREMENTS - Additional Information (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Fair Value Measurements    
Amount of transfers between any of the levels within the fair value hierarchy $ 0 $ 0
Maximum    
Fair Value Measurements    
Contract term 60 days  
v3.6.0.2
FAIR VALUE MEASUREMENTS - Schedule of Roll Forward of Derivative Instruments (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Derivative assets and liabilities, net    
Beginning balance $ 10,345 $ 9,658
Settlements (320,102) (289,779)
Realized gains recorded in earnings 309,757 280,121
Unrealized gains recorded in earnings 57,428 10,345
Ending balance $ 57,428 $ 10,345
v3.6.0.2
FAIR VALUE MEASUREMENTS - Schedule of Significant Unobservable Inputs Used in the Measurement of the Fair Value of Level 3 Assets and Liabilities (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Fair Value Measurements    
Derivative assets $ 61,824 $ 11,678
Derivative liabilities 4,396 1,333
Recurring    
Fair Value Measurements    
Derivative assets 61,824 11,678
Derivative liabilities 4,396 1,333
Recurring | Level 3    
Fair Value Measurements    
Derivative assets 61,824 11,678
Derivative liabilities 4,396 $ 1,333
Recurring | Level 3 | Discounted Cash Flow | Derivative Assets    
Fair Value Measurements    
Derivative assets 61,824  
Recurring | Level 3 | Derivative Liabilities | Discounted Cash Flow    
Fair Value Measurements    
Derivative liabilities $ 4,396  
v3.6.0.2
FAIR VALUE MEASUREMENTS - Schedule of Carrying Amounts and the Fair Values of the Company's Financial Instruments (Detail) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Financial assets:        
Cash and cash equivalents $ 118,756 $ 136,988 $ 113,354 $ 170,563
Restricted cash 9,861 5,306 13,854 5,427
Pledged securities 84,850 72,190 $ 67,719 $ 49,651
Loans held for sale 1,858,358 2,499,111    
Loans held for investment, net 220,377 231,493    
Derivative assets 61,824 11,678    
Financial liabilities:        
Derivative liabilities 4,396 1,333    
Warehouse notes payable 1,990,183 2,649,470    
Note payable 164,163 164,462    
Carrying Amount        
Financial assets:        
Cash and cash equivalents 118,756 136,988    
Restricted cash 9,861 5,306    
Pledged securities 84,850 72,190    
Loans held for sale 1,858,358 2,499,111    
Loans held for investment, net 220,377 231,493    
Derivative assets 61,824 11,678    
Total financial assets 2,354,026 2,956,766    
Financial liabilities:        
Derivative liabilities 4,396 1,333    
Warehouse notes payable 1,990,183 2,649,470    
Note payable 164,163 164,462    
Total financial liabilities 2,158,742 2,815,265    
Fair Value        
Financial assets:        
Cash and cash equivalents 118,756 136,988    
Restricted cash 9,861 5,306    
Pledged securities 84,850 72,190    
Loans held for sale 1,858,358 2,499,111    
Loans held for investment, net 222,313 233,370    
Derivative assets 61,824 11,678    
Total financial assets 2,355,962 2,958,643    
Financial liabilities:        
Derivative liabilities 4,396 1,333    
Warehouse notes payable 1,992,111 2,652,011    
Note payable 167,327 168,431    
Total financial liabilities $ 2,163,834 $ 2,821,775    
v3.6.0.2
FAIR VALUE MEASUREMENTS - General information (Detail) - USD ($)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Loans Held for Sale    
Other information    
Period of originated loans within which they are transferred or sold 60 days  
Maximum | Pledged securities    
Other information    
Maximum term of maturity of investments 90 days  
Maximum | Loans Held for Investment    
Other information    
Investment period for loans held for investment 3 years  
Level 3 | Loans Held for Investment    
Other information    
Credit-related adjustments $ 0 $ 0
v3.6.0.2
FAIR VALUE MEASUREMENTS - Schedule of Fair Value of Derivative Instruments and Loans Held for Sale (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Derivative notional amount and balance sheet location    
Assumed Gain on Sale $ 62,863 $ 29,575
Total Fair Value Adjustment 62,863 29,575
Derivative assets 61,824 11,678
Derivative Liabilities (4,396) (1,333)
Fair Value Adjustment To Loans Held for Sale 5,435 19,231
Loans Held for Sale    
Derivative notional amount and balance sheet location    
Notional or Principal Amount 1,852,923 2,479,880
Assumed Gain on Sale 47,019 20,108
Interest Rate Movement (41,584) (877)
Total Fair Value Adjustment 5,435 19,231
Fair Value Adjustment To Loans Held for Sale 5,435 19,231
Rate Lock Commitments    
Derivative notional amount and balance sheet location    
Notional or Principal Amount 395,462 267,710
Assumed Gain on Sale 15,844 9,467
Interest Rate Movement (2,275) (1,494)
Total Fair Value Adjustment 13,569 7,973
Derivative assets 14,482 7,973
Derivative Liabilities (913)  
Forward Sale Contracts    
Derivative notional amount and balance sheet location    
Notional or Principal Amount 2,248,385 2,747,590
Interest Rate Movement 43,859 2,371
Total Fair Value Adjustment 43,859 2,371
Derivative assets 47,342 3,705
Derivative Liabilities $ (3,483) $ (1,333)
v3.6.0.2
LITIGATION, COMMITMENTS, AND CONTINGENCIES - Commitments (Detail) - DUS Risk-Sharing Obligations - Fannie Mae
$ in Millions
12 Months Ended
Dec. 31, 2016
USD ($)
LITIGATION, COMMITMENTS, AND CONTINGENCIES  
Period of funding for collateral requirement 48 months
Amount of additional capital required to be funded over the next 48 months $ 54.0
Net worth requirement 129.6
Net worth 633.2
Minimum liquid assets to be maintained to meet operational liquidity requirements 25.1
Operational liquidity $ 115.8
New Tier 2 loans  
LITIGATION, COMMITMENTS, AND CONTINGENCIES  
Collateral requirements percentage (as a percent) 75.00%
Period of funding for collateral requirement 48 months
New Tier 2 loans | Money Market Funds Holding US Treasuries  
LITIGATION, COMMITMENTS, AND CONTINGENCIES  
Restricted liquidity collateral reduction percentage 5.00%
v3.6.0.2
LITIGATION, COMMITMENTS, AND CONTINGENCIES - Other Commitments (Detail) - Preferred Equity Investments - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2015
Dec. 31, 2016
Other Commitments    
Investment commitments   $ 42.8
Investment commitment, funded   $ 24.8
Minimum    
Other Commitments    
Commitment funding period (in months) 12 months  
v3.6.0.2
LITIGATION, COMMITMENTS, AND CONTINGENCIES - Schedule of Future Minimum Lease Payments (Detail) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
LITIGATION, COMMITMENTS, AND CONTINGENCIES      
Rent expense $ 6,404 $ 5,943 $ 5,077
Minimum cash basis operating lease commitments      
2017 5,328    
2018 5,236    
2019 4,554    
2020 4,158    
2021 3,743    
Thereafter 6,404    
Total $ 29,423    
v3.6.0.2
SHARE-BASED PAYMENT - Plan Information (Details)
shares in Millions
3 Months Ended 12 Months Ended
Mar. 31, 2017
shares
Dec. 31, 2016
item
shares
Dec. 31, 2015
shares
Dec. 31, 2014
shares
2015 Equity Incentive Plan        
Share-Based Payment        
Number of shares of stock authorized for issuance   8.5    
Number of shares remaining available for grant   2.9    
PSPs | RSUs | Officers And Employees        
Share-Based Payment        
Granted (in shares)   0.5 0.0 0.6
2014 PSP | RSUs        
Share-Based Payment        
Number of performance targets | item   2    
Performance shares vested 0.6      
2016 PSP | RSUs        
Share-Based Payment        
Number of performance targets | item   3    
v3.6.0.2
SHARE-BASED PAYMENT - Compensation Costs (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Compensation costs      
Share-based compensation $ 18,477 $ 14,084 $ 9,994
Excess tax benefit (shortfall) recognized 631 1,410 (38)
Restricted shares      
Compensation costs      
Share-based compensation 10,272 8,214 7,105
Stock options      
Compensation costs      
Share-based compensation 1,768 1,957 1,878
2014 PSP | RSUs      
Compensation costs      
Share-based compensation 3,625 $ 3,913 $ 1,011
2016 PSP | RSUs      
Compensation costs      
Share-based compensation $ 2,812    
v3.6.0.2
SHARE-BASED PAYMENT - Plan Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Restricted shares      
Restricted Shares - Shares      
Nonvested at beginning of period (in shares) 1,312,774    
Granted (in shares) 645,533    
Vested (in shares) (452,856)    
Forfeited (in shares) (23,968)    
Nonvested at end of period (in shares) 1,481,483 1,312,774  
Restricted Shares - Weighted Average Grant-date Fair Value      
Nonvested at beginning of period (in dollars per share) $ 19.99    
Granted (in dollars per share) 21.51 $ 21.03 $ 16.60
Vested (in dollars per share) 19.38    
Forfeited (in dollars per share) 27.78    
Nonvested at end of period (in dollars per share) $ 20.71 $ 19.99  
Additional disclosures      
Fair value, vested shares (in dollars) $ 10,300 $ 9,600 $ 6,200
Unrecognized compensation      
Unrecognized compensation for outstanding restricted shares $ 17,500    
Unrecognized compensation cost, period for recognition 2 years 9 months 18 days    
Stock options      
Options      
Outstanding at beginning of period (in shares) 1,106,352    
Granted (in shares) 207,180    
Exercised (in shares) (18,157)    
Outstanding at end of period (in shares) 1,295,375 1,106,352  
Exercisable at end of period (in shares) 815,080    
Weighted Average Exercise Price      
Outstanding at beginning of period (in dollars per share) $ 16.30    
Granted (in dollars per share) 20.40    
Exercised (in dollars per share) 26.97    
Outstanding at end of period (in dollars per share) 16.97 $ 16.30  
Exercisable at end of period (in dollars per share) $ 16.14    
Weighted-Average Remaining Contract Life (Years)      
Outstanding at end of period (in years) 7 years    
Exercisable at end of period (in years) 6 years 2 months 12 days    
Aggregate Intrinsic Value      
Outstanding at end of period (in dollars) $ 18,436    
Exercisable at end of period (in dollars) 12,279    
Intrinsic value of options exercised, (in dollars) 200 $ 2,600 100
Cash received from the exercise of options 0 $ 0 $ 0
Unrecognized compensation      
Unrecognized compensation cost for outstanding options $ 1,700    
Unrecognized compensation cost, period for recognition 1 year 8 months 12 days    
v3.6.0.2
SHARE-BASED PAYMENT - Fair Value Assumptions (Details) - Stock options - $ / shares
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Fair value assumptions, Black-Scholes      
Estimated option life 6 years 6 years 6 years
Risk free interest rate 1.31% 1.68% 1.86%
Expected volatility 34.42% 33.48% 35.35%
Expected dividend rate 0.00% 0.00% 0.00%
Weighted average grant date fair value per share of options granted $ 7.21 $ 5.90 $ 6.35
v3.6.0.2
EARNINGS PER SHARE - Schedule of Weighted Average Shares and Share Equivalents that are Used to Calculate Basic and Diluted Earnings Per Share (Detail) - shares
shares in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Earnings per share      
Weighted average number of shares outstanding used to calculate basic earnings per share 29,432 29,754 32,210
Dilutive securities      
Weighted average number of shares and share equivalents outstanding used to calculate diluted earnings per share 31,172 30,949 32,624
Restricted shares and restricted share units      
Dilutive securities      
Dilutive securities 1,403 952  
Stock options      
Dilutive securities      
Dilutive securities 337 243 414
v3.6.0.2
EARNINGS PER SHARE - Antidilutive securities (Detail) - shares
shares in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Stock options      
Antidilutive Securities      
Shares outstanding excluded from computation of earnings per share 181   611
Restricted shares      
Antidilutive Securities      
Shares outstanding excluded from computation of earnings per share 181 14  
v3.6.0.2
EARNINGS PER SHARE - Restricted Stock Awards and Share Repurchases (Detail)
$ / shares in Units, $ in Thousands, shares in Millions
1 Months Ended 3 Months Ended 12 Months Ended
Feb. 28, 2017
USD ($)
Mar. 31, 2016
USD ($)
Mar. 31, 2015
USD ($)
shareholder
$ / shares
shares
Mar. 31, 2014
USD ($)
stockholder
$ / shares
shares
Dec. 31, 2016
USD ($)
$ / shares
shares
Dec. 31, 2015
USD ($)
$ / shares
shares
Dec. 31, 2014
USD ($)
$ / shares
shares
Repurchases of common stock              
Repurchase and retirement of common stock         $ 12,893 $ 50,261 $ 37,593
Restricted shares              
Repurchases of common stock              
Repurchased and retired shares | shares         0.2 0.2 0.1
Weighted average market price of shares repurchased and retired (in dollars per share) | $ / shares         $ 22.74 $ 20.11 $ 15.53
Common shares              
Repurchases of common stock              
Repurchased and retired shares | shares     3.0 2.5      
Number of stockholders participating in a share repurchase and retirement transaction     1 1      
Price paid per share for repurchased common stock | $ / shares     $ 15.60 $ 14.50      
Repurchase and retirement of common stock     $ 46,800 $ 35,500      
Share repurchase program 2016              
Repurchases of common stock              
Repurchase and retirement of common stock         $ 9,200    
Share repurchase program 2016 | Common shares              
Repurchases of common stock              
Repurchased and retired shares | shares         0.4    
Weighted average market price of shares repurchased and retired (in dollars per share) | $ / shares         $ 23.11    
Repurchase authorization   $ 75,000          
Share repurchase program, period for repurchases   12 months          
Authorized share repurchase capacity remaining         $ 65,800    
Share repurchase program 2017 | Common shares              
Repurchases of common stock              
Repurchase authorization $ 75,000            
Share repurchase program, period for repurchases 12 months            
v3.6.0.2
INCOME TAXES - Provision (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Current      
Federal $ 28,699 $ 29,117 $ 19,309
State 5,176 5,325 2,959
Total 33,875 34,442 22,268
Deferred      
Federal 32,159 14,571 8,862
State 5,436 2,348 1,398
Total 37,595 16,919 10,260
Items charged or credited directly to stockholders' equity      
Federal   1,218 (33)
State   192 (5)
Total   1,410 (38)
Income tax expense 71,470 $ 52,771 $ 32,490
Decrease in income tax expense from recognized excess tax benefits $ 600    
v3.6.0.2
INCOME TAXES - Statutory Reconciliation (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Statutory rate      
Statutory tax rate (as a percentage) 35.00% 35.00% 35.00%
Reconciliation      
Statutory federal expense (35%) $ 65,023 $ 47,378 $ 29,369
Statutory state income tax expense, net of federal tax benefit 6,714 4,611 2,805
Other (267) 782 316
Income tax expense $ 71,470 $ 52,771 $ 32,490
v3.6.0.2
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2016
Dec. 31, 2015
Deferred Tax Assets:    
Compensation related $ 17,341 $ 12,273
Credit losses 1,269 1,994
Acquisition related   1,929
Other 407 1,270
Total deferred tax assets 19,017 17,466
Deferred Tax Liabilities:    
Mark-to-market of derivatives and loans held for sale (19,934) (9,745)
Mortgage servicing rights related (135,519) (107,166)
Acquisition related (722)  
Depreciation (1,862) (1,980)
Total deferred tax liabilities (158,037) (118,891)
Deferred tax liabilities, net $ (139,020) $ (101,425)
v3.6.0.2
INCOME TAXES - Tax Uncertainties (Details)
Dec. 31, 2016
USD ($)
Tax Uncertainties  
Tax positions for which it is reasonably possible the unrecognized obligation will significantly increase or decrease over the next 12 months $ 0
v3.6.0.2
SEGMENTS - Concentration of Risk (Details)
12 Months Ended
Dec. 31, 2016
SEGMENTS  
Maximum borrower/key principal exposure (as a percent) 3.00%
v3.6.0.2
SEGMENTS - Product Concentration (Details) - USD ($)
$ in Thousands
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Product concentration                  
Purchased servicing portfolio loans final unpaid principal balance $ 63,081,154 $ 59,121,989 $ 57,321,824 $ 51,040,752 $ 50,212,264 $ 47,794,561 $ 47,713,739 $ 46,066,660 $ 44,031,890
Fannie Mae                  
Product concentration                  
Purchased servicing portfolio loans final unpaid principal balance 27,728,164       22,915,088       20,521,425
Freddie Mac                  
Product concentration                  
Purchased servicing portfolio loans final unpaid principal balance 20,688,410       17,810,007       12,916,705
Ginnie Mae-HUD                  
Product concentration                  
Purchased servicing portfolio loans final unpaid principal balance 9,155,794       5,657,809       5,828,981
Life insurance companies and other                  
Product concentration                  
Purchased servicing portfolio loans final unpaid principal balance $ 5,508,786       $ 3,829,360       $ 4,764,779
v3.6.0.2
SEGMENTS - Geographic Concentration (Details)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Geographic concentration      
Percentage of unpaid principal balance of the loans serviced for others 100.00% 100.00% 100.00%
California      
Geographic concentration      
Percentage of unpaid principal balance of the loans serviced for others 17.20% 16.10% 14.90%
Texas      
Geographic concentration      
Percentage of unpaid principal balance of the loans serviced for others 8.50% 7.90% 7.50%
Florida      
Geographic concentration      
Percentage of unpaid principal balance of the loans serviced for others 8.20% 8.40% 8.50%
Wisconsin      
Geographic concentration      
Percentage of unpaid principal balance of the loans serviced for others 5.00% 4.90% 4.10%
Virginia      
Geographic concentration      
Percentage of unpaid principal balance of the loans serviced for others 4.00% 4.70% 5.20%
Maryland      
Geographic concentration      
Percentage of unpaid principal balance of the loans serviced for others 3.30% 3.60% 6.10%
All other states      
Geographic concentration      
Percentage of unpaid principal balance of the loans serviced for others 53.80% 54.40% 53.70%
Maximum      
Geographic concentration      
Threshold percentage, unpaid principal balance and related servicing revenues by geographical area 5.00%    
v3.6.0.2
OTHER OPERATING EXPENSES (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
OTHER OPERATING EXPENSES      
Professional fees $ 12,089 $ 10,936 $ 11,117
Travel and entertainment 7,004 6,461 4,267
Rent 6,404 5,943 5,077
Marketing and preferred broker 5,607 4,599 3,693
Office expenses 4,539 4,103 3,537
All other 5,695 6,465 7,140
Total $ 41,338 $ 38,507 $ 34,831
v3.6.0.2
QUARTERLY RESULTS (UNAUDITED) (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Unaudited selected financial data and operating information                      
Gains from mortgage banking activities $ 117,779 $ 100,630 $ 102,453 $ 46,323 $ 76,986 $ 70,810 $ 69,950 $ 72,720 $ 367,185 $ 290,466 $ 221,983
Servicing fees 39,370 37,134 32,771 31,649 30,530 29,328 28,058 26,841 140,924 114,757 98,414
Total revenues 178,391 154,786 147,858 94,241 121,365 120,786 113,926 112,121 575,276 468,198 360,772
Personnel 73,126 64,377 55,758 34,230 49,224 49,328 45,993 40,045 227,491 184,590 149,374
Amortization and depreciation 30,603 29,244 26,425 25,155 24,385 25,644 23,470 24,674 111,427 98,173 80,138
Total expenses 117,210 106,074 96,152 70,059 87,493 87,340 81,284 76,715 389,495 332,832 276,860
Operating income 61,181 48,712 51,706 24,182 33,872 33,446 32,642 35,406 185,781 135,366 83,912
Walker & Dunlop net income $ 36,790 $ 29,628 $ 32,021 $ 15,458 $ 20,411 $ 20,251 $ 20,153 $ 21,313 $ 113,897 $ 82,128 $ 51,422
Diluted earnings per share $ 1.16 $ 0.96 $ 1.05 $ 0.50 $ 0.67 $ 0.66 $ 0.67 $ 0.66 $ 3.65 $ 2.65 $ 1.58
Total originations $ 6,260,898 $ 5,032,238 $ 5,389,276 $ 2,615,700 $ 4,686,283 $ 4,936,762 $ 3,787,305 $ 4,348,398      
Servicing portfolio $ 63,081,154 $ 59,121,989 $ 57,321,824 $ 51,040,752 $ 50,212,264 $ 47,794,561 $ 47,713,739 $ 46,066,660 $ 63,081,154 $ 50,212,264 $ 44,031,890
v3.6.0.2
SUBSEQUENT EVENTS (Details) - Deerwood - Subsequent Event
$ in Millions
Jan. 30, 2017
USD ($)
Acquisition  
Purchase consideration paid in cash $ 15.0
Earn-out period for contingent consideration 3 years