UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC
20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31,
2010
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or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission file number:
001-13417
Walter Investment Management
Corp.
(Exact name of registrant as
specified in its charter)
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Maryland
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13-3950486
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(State or other Jurisdiction
of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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3000 Bayport Drive, Suite 1100
Tampa, FL
(Address of principal
executive offices)
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33607
(Zip
Code)
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(813) 421-7600
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Class
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Name of Exchange on Which Registered
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Common Stock, $0.01 Par Value per Share
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NYSE Amex
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Securities registered pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files). Yes o No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III or this
Form 10-K
or any amendment to this
Form 10-K
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Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
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Large
accelerated
filer o
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Accelerated
filer þ
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Non-accelerated
filer o
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Smaller
reporting
company o
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(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
The aggregate market value of the voting stock held by
non-affiliates, based on the price at which the stock was last
sold as of June 30, 2010, was $420.9 million.
The registrant had 25,801,634 shares of common stock
outstanding as of March 3, 2011.
Documents
Incorporated by Reference
Portions of the registrants definitive Proxy Statement to
be filed with the Securities and Exchange Commission under
Regulation 14A within 120 days after the end of
registrants fiscal year covered by this Annual Report are
incorporated by reference into Part III.
WALTER
INVESTMENT
MANAGEMENT CORP.
FORM 10-K
ANNUAL
REPORT
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
INDEX
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PART I
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Item 1.
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Business
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5
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Item 1A.
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Risk Factors
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9
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Item 1B.
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Unresolved Staff Comments
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36
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Item 2.
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Properties
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36
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Item 3.
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Legal Proceedings
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36
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Item 4.
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Reserved
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37
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PART II
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Item 5.
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Market for Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
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37
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Item 6.
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Selected Financial Data
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39
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Item 7.
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Managements Discussion and Analysis of Financial Condition
and Results of Operations
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40
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Item 7A.
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Quantitative and Qualitative Disclosure about Market Risk
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58
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Item 8.
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Financial Statements and Supplementary Data
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61
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
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61
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Item 9A.
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Controls and Procedures
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61
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Item 9B.
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Other Information
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64
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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64
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Item 11.
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Executive Compensation
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64
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
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64
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Item 13.
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Certain Relationships and Related Transactions, and Director
Independence
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64
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Item 14.
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Principal Accounting Fees and Services Disclosure of Fees
Charged by Principal Accountants
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64
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PART IV
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Item 15.
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Exhibits and Financial Statement Schedules
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64
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Signatures
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65
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2
Safe
Harbor Statement Under the Private Securities Litigation Reform
Act of 1995
Certain statements in this report, including matters discussed
under Item 7, Managements Discussion and
Analysis of Financial Condition and Results of Operations,
should be read in conjunction with the financial statements,
related notes, and other detailed information included elsewhere
in this Annual Report on
Form 10-K.
We are including this cautionary statement to make applicable
and take advantage of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Statements that are
not historical fact are forward-looking statements. Certain of
these forward-looking statements can be identified by the use of
words such as believes, anticipates,
expects, intends, plans,
projects, estimates,
assumes, may, should,
will, or other similar expressions. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors, which could cause
actual results, performance or achievements to differ materially
from future results, performance or achievements. These
forward-looking statements are based on our current beliefs,
intentions and expectations. These statements are not guarantees
or indicative of future performance. Important assumptions and
other important factors that could cause actual results to
differ materially from those forward-looking statements include,
but are not limited to, those factors, risks and uncertainties
described in this Annual Report on
Form 10-K
under the caption Risk Factors and in our other
securities filings with the Securities and Exchange Commission.
In particular (but not by way of limitation), the following
important factors and assumptions could affect our future
results and could cause actual results to differ materially from
those expressed in the forward-looking statements:
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local, regional, national and global economic trends and
developments in general, and local, regional and national real
estate and residential mortgage market trends and developments
in particular;
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the effects of a continued decline in the volume of
U.S. home sales and home prices, due to adverse economic
changes or otherwise;
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our ability to raise capital to make suitable investments to
expand our business;
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the availability of suitable investments for any capital that we
are able to raise and risks associated with any such investments
we may pursue;
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risks associated with expanding our business outside of our
current geographic footprint
and/or
expanding the scope of our business to include activities not
currently undertaken by our business;
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limitations imposed on our business due to our real estate
investment trust, or REIT, status;
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our continued qualification as a REIT for federal income tax
purpose or our Board of Directors determination that it is
no longer in the best interests of the Company to continue to be
qualified as a REIT;
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financing sources and availability, and future interest expense;
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our ability to qualify and remain qualified as a
government-sponsored entity-approved servicer or component
servicer, including the ability to continue to comply with the
government-sponsored entities respective servicing guides,
including any changes caused by the Dodd-Frank Wall Street
Reform and Consumer Protection Act;
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the effects of any changes to the servicing compensation
structure for mortgage servicers pursuant to the programs of
government-sponsored entities;
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fluctuations in interest rates and levels of mortgage
prepayments;
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the effects of competition on our existing and potential future
business, including the impact of competitors with greater
financial resources and broader scopes of operation;
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natural disasters and adverse weather conditions, especially to
the extent they result in material payouts under insurance
policies placed with our captive insurance subsidiary;
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changes in federal, state and local policies, laws and
regulations affecting our business, including mortgage financing
or servicing, changes to licensing requirements,
and/or the
rights and obligations of property owners, mortgagees and
tenants; changes caused by the Dodd-Frank Wall Street Reform and
Consumer Protection Act, the status of government-sponsored
entities and state, federal and foreign tax laws and accounting
standards;
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the effectiveness of risk management strategies;
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unexpected losses resulting from pending, threatened or
unforeseen litigation or other third party claims against us;
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the ability or willingness of Walter Energy, Inc. and other
counterparties to satisfy material obligations under agreements
with us;
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our continued listing on the NYSE Amex;
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uninsured losses or losses in excess of insurance limits and the
availability of adequate insurance coverage at reasonable costs;
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the integration of Marix Servicing, L.L.C., or Marix, into our
business, and the realization of anticipated synergies, cost
savings and growth opportunities from the acquisition;
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the ability to maintain our relationships with our existing
clients, particularly those of Marix following our acquisition
of that business, and to establish relationships with new
clients;
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future performance generally; and
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other presently unidentified factors.
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All forward looking statements set forth herein are qualified by
these cautionary statements and are made only as of the date
hereof. We undertake no obligation to update or revise the
information contained herein, including any forward-looking
statements whether as a result of new information, subsequent
events or circumstances, or otherwise, unless otherwise required
by law.
4
PART I
Our
Company
Walter Investment Management Corp., together with its
consolidated subsidiaries, which may also be referred to as
Walter Investment, the Company, we, our and us, is an asset
manager, mortgage portfolio owner and mortgage servicer
specializing in
less-than-prime,
non-conforming and other credit-challenged mortgage assets
primarily in the southeastern United States, or U.S. At
December 31, 2010, we had five subsidiaries: Hanover
Capital Partners 2, Ltd., doing business as Hanover Capital;
Walter Mortgage Company, or WMC; Walter Investment Reinsurance
Co., Ltd., or WIRC; Best Insurors, Inc., or Best; and Marix
Servicing LLC, or Marix. We operate as an internally managed,
publicly-traded real estate investment trust, or REIT.
Our business, headquartered in Tampa, Florida, was established
in 1958 as the financing business of Walter Energy, Inc., or
Walter Energy, formerly known as Walter Industries, Inc., a
diversified company historically operating in the natural
resources, financing and homebuilding businesses. The Walter
Energy financing business purchased residential loans originated
by Walter Energys homebuilding business, Jim Walter Homes,
Inc., or JWH, originated and purchased residential loans on its
own behalf, and serviced these residential loans to maturity. We
have continued these servicing activities since spinning off
from Walter Energy in April 2009. In 2010, we began acquiring
pools of residential loans from third parties. In November of
2010, we acquired Marix, a high-touch specialty
mortgage servicer located in Phoenix, Arizona. Throughout this
Annual Report on
Form 10-K,
references to residential loans refer to residential
mortgage loans and residential retail installment agreements and
references to borrowers refer collectively to
borrowers under our residential mortgage loans and installment
obligors under our residential retail installment agreements.
Over the past 50 years, we have developed significant
expertise in servicing credit-challenged residential loans
through our differentiated high-touch approach,
which involves significant
face-to-face
borrower contact by trained servicing personnel strategically
located in the markets where our borrowers reside. As of
December 31, 2010, we employed 349 employees and
serviced approximately 34,000 individual residential loans for
our owned portfolio, with a total outstanding principal balance
of $1.8 billion and a net book value as of such date of
$1.6 billion.
From 1946 to 2008, JWH built and sold approximately 350,000
homes throughout the southeastern U.S. From 1958 to 2008,
WMC, a JWH sister company, purchased residential loans
originated by JWH, as well as originated and purchased
residential loans on its own behalf. WMCs business was to
service the residential loans until such time as a sufficiently
large portfolio had been accumulated, at which point the
portfolio would be securitized and placed into a trust, with WMC
continuing to service the residential loans in the trust.
As part of a larger strategy to divest various businesses in
order to maximize stockholder value by focusing on growth in
each of its individual businesses, Walter Energy decided in 2008
to spin off its financing business via a newly created
subsidiary, Walter Investment Management, LLC, or WIM, which
included WMC and our two insurance subsidiaries, Best and WIRC.
Further, as a result of the economic decline beginning in 2008
in general, and the dramatic decline in the real estate market
in particular, Walter Energy ceased its homebuilding business
completely in December 2008.
Following the decision to separate from Walter Energy via the
spin-off, and given the nature of our business at that time, it
was believed that the best way to optimize our results was for
the Company to operate as a REIT. In light of timing and other
hurdles to establishing a new REIT, it was determined that the
most expedient way to become a REIT was to merge with an
existing REIT and in furtherance of this strategy in October of
2008, Walter Energy entered into a definitive agreement to merge
its financing business into Hanover Capital Mortgage Holdings,
Inc., or Hanover. The merger with Hanover, or Merger, occurred
immediately following the spin-off.
Although Hanover was the surviving legal and tax entity in the
Merger, for accounting purposes the Merger was treated as a
reverse acquisition of the operations of Hanover and has been
accounted for pursuant
5
to the business combinations guidance, with WIM as the
accounting acquirer. As such, the pre-acquisition financial
statements of WIM are treated as the historical financial
statements of Walter Investment. The combined financial
statements of WMC, Best and WIRC (collectively representing
substantially all of Walter Energys financing business
prior to the Merger) are considered the predecessor to WIM for
accounting purposes. Thus, the combined financial statements of
WMC, Best and WIRC have become WIMs historical financial
statements for the periods prior to the Merger. The Hanover
assets acquired and the liabilities assumed were recorded at the
date of acquisition, April 17, 2009, at their respective
fair values. The results of operations of Hanover were included
in the consolidated statements of income for periods subsequent
to the Merger.
On August 25, 2010, the Company entered into a definitive
agreement to acquire Marix, a high-touch specialty mortgage
servicer. Marix, based in Phoenix, Arizona, is focused on
default management, borrower outreach, loss mitigation,
liquidation strategies and component and specialty servicing.
The acquisition of Marix closed effective November 1, 2010
at which date the Marix assets acquired and the liabilities
assumed were recorded at their respective fair values. The
results of operations of Marix were included in the consolidated
statements of income for periods subsequent to the acquisition.
We have elected and believe that we qualify to be taxed as a
REIT under Sections 856 through 859 of the Internal Revenue
Code of 1986, as amended, or Code, commencing with our taxable
year ended December 31, 1997. Our qualification as a REIT
depends upon our ability to meet, on a continuing basis, through
actual investment and operating results, various complex
requirements under the Code relating to, among other things, the
sources of our gross income, the composition and values of our
assets, our distribution levels and the diversity of ownership
of our shares. We believe that we have been organized and have
operated in conformity with the requirements for qualification
and taxation as a REIT under the Code, and that our manner of
operation enables us to continue to meet the requirements for
qualification and taxation as a REIT. Notwithstanding our
current qualification as a REIT, however, our charter permits
our Board of Directors to revoke or otherwise terminate our REIT
election and cease to operate the business as a REIT if the
Board determines it is no longer in the best interests of the
Company to continue to be qualified as a REIT. Thus, there can
be no guarantee that we will continue to operate as a REIT.
As a REIT, we generally will not be subject to U.S. federal
income tax on our net taxable income that we distribute to our
stockholders. If we fail to qualify as a REIT, or if our Board
terminates our REIT election in any taxable year and we do not
qualify for certain statutory relief provisions, we will be
subject to U.S. federal income tax at regular corporate
rates and may be precluded from qualifying as a REIT for the
subsequent four taxable years following the year during which we
have ceased to operate as a REIT. Even if we qualify for
taxation as a REIT, we may be subject to some U.S. federal,
state and local taxes on our income or property. We also will be
required to pay a 100% tax on any net income on non-arms length
transactions between us and our taxable REIT subsidiaries, or
TRS entities.
Certain of our operations are conducted through TRS entities. A
TRS is a C-corporation that has not elected REIT status, and, as
such, is subject to U.S. federal income tax. We use TRS
entities to conduct certain business activities that cannot be
offered directly by a REIT. We also use TRS entities to hold
certain residential loans.
Our primary operating entities are WMC and Marix from which we
operate our residential loan servicing business. Our
securitization trusts are held directly by Walter Investment or
indirectly by Mid-State Capital, LLC. All of our TRSs, are held
by Walter Investment Holding Company, which is itself a TRS.
Our
Strategy
Our objective is to provide attractive risk-adjusted returns to
our stockholders. We seek to achieve this objective through
maximizing income resulting from the spread between the interest
income we earn from our existing residential loan portfolio and
future investments in performing,
sub-performing
and non-performing mortgage assets and the interest expense we
pay on the borrowings that we use to finance these assets, which
we refer to as our net interest income. We believe the Marix
acquisition will help us to achieve these long-term goals and
will allow us to more effectively pursue fee based servicing
opportunities for mortgages owned by others.
6
We believe that our in-depth understanding of residential real
estate and real estate-related investments, coupled with our
underwriting and loan servicing capabilities, will enable us to
acquire assets with attractive in-place cash flows and the
potential for meaningful capital appreciation over time. Our
target assets are residential loans that are generally similar
to those that we currently own, including loans that are secured
by mortgages on owner-occupied, single-family residences with
initial loan amounts below $300,000. We continue to believe that
attractive investment opportunities exist in our target assets.
Shifts in the mortgage market have caused us to expand our scope
beyond the acquisition of whole-loans in outright purchase
transactions, be it from the FDIC or private sellers, to
evaluating co-investment, structured transactions, new
origination and servicing opportunities, especially servicing
opportunities with fee arrangements offering performance-based
structures or more attractive terms than traditional servicing
arrangements. We are primarily interested in pursuing
opportunities that recognize the value that our high-touch
servicing can add to distressed assets and that provide us with
the ability to earn attractive returns.
Our senior management team has a long track record and extensive
experience managing and investing in residential loans and real
estate-related investments through a variety of credit cycles
and market conditions. Our senior management team has an average
of over 30 years of experience in real estate investing and
financing, with significant experience in handling distressed,
sub-performing
and non-performing residential loans and real estate owned, or
REO, properties, with an average tenure of approximately
14 years at our Company or our predecessor entities.
Historically, we have funded our residential loans through the
securitization market. As of December 31, 2010, we had
eleven separate non-recourse securitizations outstanding, with
an aggregate of $1.3 billion of outstanding debt, which
fund residential loans and REO with a principal balance of
$1.6 billion. Approximately $0.1 billion of our
residential loans were unencumbered as of December 31,
2010, while our stockholders equity as of such date as
determined based on generally accepted accounting principles, or
GAAP, was $555.5 million.
While we believe that, in the current environment, we can
achieve attractive yields on newly acquired assets on an
unleveraged basis, we may use prudent amounts of leverage to
increase potential returns to our stockholders. We are not
currently required to maintain any specific
debt-to-equity
ratio and we believe the appropriate leverage for the particular
assets that we are financing would depend on the credit quality
and risk of those assets. Our leverage ratio has fluctuated and
we expect it to continue to fluctuate from time to time based
upon, among other things, our assets, market conditions and the
availability of and conditions of financings. Potential sources
of leverage may include repurchase agreements, warehouse
facilities, credit facilities (including term loans and
revolving facilities), structured financing arrangements,
securitizations, term collateralized mortgage obligations, or
CMOs, and other forms of term debt, in addition to transaction-
or asset-specific financing arrangements.
We may also, from time to time, utilize derivative financial
instruments, including, among others, interest rate swaps,
interest rate caps, and interest rate floors, to hedge all or a
portion of the interest rate risk associated with the financing
of our portfolio. In utilizing leverage and interest rate
hedges, our objectives are to improve risk-adjusted returns,
finance the growth of our business and, where possible, to lock
in, on a long-term basis, a spread between the yield on our
assets and the cost of our financing.
Regulation
Hanover Capital Securities, Inc., one of our TRSs, is a
broker/dealer registered with the U.S. Securities and
Exchange Commission, or SEC, and is a member of the Financial
Industry Regulatory Authority, Inc.; a securities industry
self-regulatory organization.
In July 2010, the Dodd-Frank Wall Street Reform and Consumer
Protection Act, or the Act, was signed into federal law. The
provisions of the Act include new regulations for
over-the-counter
derivatives and substantially increased regulation and risk of
liability for credit rating agencies, all of which could
increase our cost of capital. The Act also includes provisions
concerning corporate governance and executive compensation
which, among other things, require additional executive
compensation disclosures and enhanced independence requirements
for board compensation committees and related advisors, as well
as provide
7
explicit authority for the Securities and Exchange Commission to
adopt proxy access, all of which could result in additional
expenses in order to maintain compliance. The Act is
wide-ranging, and the provisions are broad with significant
discretion given to the many and varied agencies tasked with
adopting and implementing the Act. The majority of the
provisions of the Act do not go into effect immediately and may
be adopted and implemented over many months or years. As such,
we cannot predict the full impact of the Act on our financial
condition or results of operations.
Trade
Names, Trademarks and Copyrights
The names of each of our subsidiaries are well established in
the respective markets they serve. Management believes that
customer recognition of such trade names is of significant
importance. Our subsidiaries have several trademarks and
numerous copyrights, including six trademarks that have been
registered with the United States Patent and Trademark Office.
Management does not believe, however, that any one such
trademark or copyright is material to us as a whole.
Competition
We compete with a variety of third-party providers for servicing
opportunities, as well as institutional investors for the
acquisition of residential loans. These investors include other
REITs, private equity firms, investment banking firms, savings
banks, savings and loan associations, insurance companies,
mutual funds, pension funds, banks and other financial
institutions that invest in residential loans and other
investment assets. Many of these third-party providers and
investors are substantially larger, may have greater financial
resources, access to lower costs of capital and lower overhead
than we do and may focus exclusively on either servicing or
acquisitions. While historically there has been a broad supply
of liquid mortgage assets for companies like ours to purchase,
we cannot provide assurances that we will be successful in
acquiring residential loans that we deem suitable for us,
because of such other investors competing for the purchase of
these assets. Our plan to expand our servicing operations, as
well as our acquisition program
and/or enter
into new business ventures will be subject to such competition.
Employees
As of December 31, 2010, we employed 349 full-time
employees. We believe we have been successful in our efforts to
recruit and retain qualified employees, but there is no
assurance that we will continue to be successful. None of our
employees is a party to any collective bargaining agreements.
Available
Information
Our website can be found at www.walterinvestment.com. We
make available, free of charge through the investor relations
section of our website, access to our Annual Reports on
Form 10-K,
Quarterly Reports on
Form 10-Q,
Current Reports on
Form 8-K,
other documents and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, as well as proxy
statements, as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the
SEC. We also make available, free of charge, access to our
Corporate Governance Standards, charters for our Audit
Committee, Compensation and Human Resources Committee, and
Nominating and Corporate Governance Committee, and our Code of
Conduct governing our directors, officers, and employees. Within
the time period required by the SEC and the New York Stock
Exchange, we will post on our website any amendment to the Code
of Conduct and any waiver applicable to any executive officer,
director, or senior officer (as defined in the Code of Conduct).
In addition, our website includes information concerning
purchases and sales of our equity securities by our executive
officers and directors, as well as disclosure relating to
certain non-GAAP and financial measures (as defined by SEC
Regulation G) that we may make public orally,
telephonically, by webcast, by broadcast, or by similar means
from time to time. The information on our website is not part of
this Annual Report on
Form 10-K.
Our Investor Relations Department can be contacted at 3000
Bayport Drive, Suite 1100, Tampa, Florida 33607, Attn:
Investor Relations, telephone
(813) 421-7694.
8
You should carefully review and consider the risks described
below. If any of the risks described below should occur, our
business, prospects, financial condition, cash flows, liquidity,
results of operations, and our ability to make cash
distributions to our stockholders could be materially and
adversely affected. In that case, the trading price of our
common stock could decline and you may lose some or all of your
investment in our common stock. The risks and uncertainties
described below are not the only risks that may have a material
adverse effect on us. Additional risks and uncertainties of
which we are currently unaware, or that we currently deem to be
immaterial, also may become important factors that adversely
impact us. Further, to the extent that any of the information
contained in this Annual Report on
Form 10-K
constitutes forward-looking information, the risk factors set
forth below are cautionary statements identifying important
factors that could cause our actual results for various
financial reporting periods to differ materially from those
expressed in any forward-looking statements made by or on behalf
of us.
Risks
Related to Our Industry
The
business in which we engage is complex and heavily regulated,
and changes in the regulatory environment affecting our
business, including the enactment of the Federal Dodd-Frank Act,
or Dodd Frank, could have a material adverse effect on our
business, financial position, results of operations or cash
flows.
Our business is subject to numerous federal, state and local
laws and regulations, and may be subject to judicial and
administrative decisions imposing various requirements and
restrictions. These laws, regulations and judicial and
administrative decisions include those pertaining to: real
estate settlement procedures; fair lending; fair credit
reporting; truth in lending; fair debt collection; compliance
with net worth and financial statement delivery requirements;
compliance with federal and state disclosure and licensing
requirements; the establishment of maximum interest rates,
finance charges and other charges; secured transactions;
collection, foreclosure, repossession and claims-handling
procedures; other trade practices and privacy regulations
providing for the use and safeguarding of non-public personal
financial information of borrowers and guidance on
non-traditional mortgage loans issued by the federal financial
regulatory agencies. By agreement with some of our customers, we
also are subject to additional requirements that our customers
may impose.
As an example of how unforeseen circumstances may result in
regulatory or other action, which may, in turn, affect our
industry, during 2010, several of our mortgage servicing
competitors announced the suspension of foreclosure proceedings
in various judicial foreclosure states due to concerns
associated with the preparation and execution of affidavits used
in connection with foreclosure proceedings in those states. At
least one of those competitors announced the temporary
suspension of foreclosure proceedings in all 50 states, not
just judicial foreclosure states. Due in part to these
announcements, regulators and attorneys general of certain
states began requesting information as to the foreclosure
processes and procedures of some of most mortgage servicers,
including the Company. In addition, several rating agencies have
made similar inquiries. We believe that inquiries directed at
some of our competitors have resulted in more in-depth
investigations of, and legal proceedings against such
competitors, by attorneys general of certain states and the
U.S. Department of Justice. Moreover, some title insurance
companies have announced the suspension of the issuance of title
insurance policies on properties that have been foreclosed upon
by certain firms. We have reviewed our processes and procedures
utilizing both internal personnel and third party consultants
and, to date, have not identified any material non-compliance
with existing mortgage processing laws and regulations. We
expect to continue to perform such audits in the future. To
date, we have received inquiries about our practices from at
least one state licensing authority and two rating agencies, and
we have responded to such inquiries without further inquiry. We
cannot be certain, however, that lawyers and other service
providers retained by the Company to process mortgage
foreclosures have complied in all respects with required
processes in their respective jurisdictions. It is not known at
this time whether any new laws or regulations affecting the
mortgage foreclosure process will be put into place by federal,
state or local governmental authorities, nor is it currently
possible to determine what, if any, effects they may have on our
business. Should such laws or regulations be enacted, there
could be an adverse affect to the Companys results of
operations.
9
While we are continuing to monitor these and other developments,
these and other developments could result in new legislation and
regulations that could materially and adversely affect the
manner in which we conduct our business. Heightened federal or
state regulation and oversight of our mortgage servicing
activities, increased costs and potential litigation associated
with our mortgage servicing business and foreclosure related
activities, could reduce the ultimate proceeds received on the
resale of foreclosed properties, particularly if real estate
values continue to decline.
The
enactment of the Dodd-Frank Act has impacted our business and
may continue to do so in ways that we cannot predict until such
time as rules and regulations related thereto are
enacted.
On July 21, 2010, Dodd-Frank was signed into law for the
express purpose of further regulating the financial services
industry, including mortgage origination, sales, and
securitization. Certain provisions of Dodd-Frank may adversely
impact the operation and practices of the Federal National
Mortgage Association, or Fannie Mae, and the Federal Home Loan
Mortgage Corporation, or Freddie Mac. We believe that Fannie Mae
and Freddie Mac hold potential for growth opportunities for our
business and we are unable to determine what impact the
applicable provisions of the Dodd-Frank Act may have on that
potential.
Dodd-Frank also established an independent Consumer Financial
Protection Bureau, or Bureau, to enforce laws involving consumer
financial products and services, including mortgage finance. The
Bureau is empowered with examination and enforcement authority.
Dodd-Frank also establishes new standards and practices for
mortgage originators, another potential growth area for our
business, including determining prospective borrowers
abilities to repay their mortgages, removing incentives for
higher cost mortgages, prohibiting prepayment penalties for
non-qualified mortgages, prohibiting mandatory arbitration
clauses, requiring additional disclosures to potential borrowers
and restricting the fees that mortgage originators may collect.
In addition, our ability to enter into asset-backed securities
transactions in the future may be impacted by Dodd-Frank and
other proposed reforms related thereto, the effect of which on
the asset-backed securities market is currently uncertain. While
we continue to evaluate all aspects of Dodd-Frank, such
legislation and the regulations promulgated thereunder could
materially and adversely affect the manner in which we conduct
our businesses, result in heightened federal regulation and
oversight of our business activities, and result in increased
costs and potential litigation associated with our business
activities.
Our failure to comply with the laws, rules or regulations to
which we are subject, whether actual or alleged, would expose us
to fines, penalties or potential litigation liabilities,
including costs, settlements and judgments, any of which could
have a material adverse effect on our business, financial
position, results of operations or cash flows.
We may
be subject to liability for potential violations of predatory
lending and/or servicing laws, which could adversely impact our
results of operations, financial condition and
business.
Various federal, state and local laws have been enacted that are
designed to discourage predatory lending and servicing
practices. The federal Home Ownership and Equity Protection Act
of 1994, or HOEPA, prohibits inclusion of certain provisions in
residential loans that have mortgage rates or origination costs
in excess of prescribed levels and requires that borrowers be
given certain disclosures prior to origination. Some states have
enacted, or may enact, similar laws or regulations, which in
some cases impose restrictions and requirements greater than
those in HOEPA. In addition, under the anti-predatory lending
laws of some states, the origination of certain residential
loans, including loans that are not classified as high
cost loans under applicable law, must satisfy a net
tangible benefits test with respect to the related borrower.
This test may be highly subjective and open to interpretation.
As a result, a court may determine that a residential loan, for
example, does not meet the test even if the related originator
reasonably believed that the test was satisfied. Failure of
residential loan originators or servicers to comply with these
laws, to the extent any of their residential loans are or become
part of our mortgaged-related assets, could subject us, as an
originator or servicer, in the case of originated or owned
loans, or as an assignee or purchaser, in the case of acquired
loans, to monetary penalties and could result in the borrowers
rescinding the affected residential loans. Lawsuits have been
brought in various states making claims against originators,
servicers, assignees and purchasers of high cost loans for
violations of state law. Named defendants in these cases have
included numerous participants within the
10
secondary mortgage market. If our loans are found to have been
originated in violation of predatory or abusive lending laws, we
could incur losses, which could materially and adversely impact
our results of operations, financial condition and business.
The
expanding body of federal, state and local regulations and/or
the licensing of loan servicing, collections or other aspects of
our business, may increase the cost of compliance and the risks
of noncompliance.
Our business is subject to extensive regulation by federal,
state and local governmental authorities and is subject to
various laws and judicial and administrative decisions imposing
requirements and restrictions on a substantial portion of our
operations. The volume of new or modified laws and regulations
has increased in recent years. Some individual municipalities
have begun to enact laws that restrict loan servicing
activities, including delaying or preventing foreclosures or
forcing the modification of certain mortgages. Further, federal
legislation recently has been proposed which, among other
things, also could hinder the ability of a servicer to foreclose
promptly on defaulted residential loans or would permit limited
assignee liability for certain violations in the residential
loan origination process, and which could result in our being
held responsible for violations in the residential loan
origination process.
In addition, the U.S. government through the Federal
Housing Administration, or FHA, the Federal Deposit Insurance
Corporation, or FDIC, and the U.S. Department of Treasury,
or the Treasury, has commenced or proposed implementation of
programs designed to provide homeowners with assistance in
avoiding residential mortgage foreclosures, such as the Hope for
Homeowners program (permitting certain distressed borrowers to
refinance their mortgages into FHA insured loans), Home
Affordability Modification Program, or HAMP, and the Secured
Lien Program (involving, among other things, the modification of
first-lien and second-lien mortgages to reduce the principal
amount or the interest rate of loans or to extend the payment
terms). Marix is a HAMP approved servicer and would be affected
by any changes to HAMP rules. Moreover, certain mortgage lenders
and servicers have voluntarily, or as part of settlements with
law enforcement authorities, established loan-modification
programs relating to loans they hold or service. These
loan-modification programs, future federal, state and local
legislative or regulatory actions that result in modification of
outstanding loans acquired by us, as well as changes in the
requirements to qualify for refinancing with or selling to
Fannie Mae, Freddie Mac, or the Government National Mortgage
Association, or Ginnie Mae, may adversely affect the value of,
and the returns on, such residential mortgage loans and the
potential growth of our business.
Furthermore, if regulators impose new or more restrictive
requirements, we may incur additional significant costs to
comply with such requirements, which could further adversely
affect our results of operations or financial condition. Our
failure to comply with these laws and regulations could possibly
lead to civil and criminal liability; loss of licensure; damage
to our reputation in the industry; fines and penalties and
litigation, including class action lawsuits; or administrative
enforcement actions. Any of these outcomes could harm our
results of operations or financial condition. We are unable to
predict whether federal, state or local authorities will enact
laws, rules or regulations that will require changes in our
practices in the future and whether any such changes could
adversely affect our cost of doing business and profitability.
The
Financial Reform Plan could have an adverse effect on our
operations.
On June 17, 2009, the U.S. Treasury released the Obama
administrations framework for financial regulatory reform,
or the Financial Reform Plan. The Reform Plan proposes a
comprehensive set of legislative and regulatory reforms aimed at
promoting robust supervision and regulation of financial firms,
establishing comprehensive supervision of financial markets,
protecting consumers and investors from financial abuse,
providing the government with the tools it needs to manage
financial crises, and raising international regulatory standards
and improving international cooperation. Implementation of the
Financial Reform Plan, including changes to the manner in which
financial institutions (including government sponsored entities,
or GSEs, such as Fannie Mae and Freddie Mac), financial
products, and financial markets operate and are regulated and in
the accounting standards that govern them, could adversely
affect our business and results of operations.
11
As of March 1, 2011, no legislation has been
enacted, no regulations have been promulgated, and no accounting
standards have been altered in response to the Financial Reform
Plan that would materially effect our operations. However, we
expect that the Financial Reform Plan may result in new
legislation, regulation, and accounting standards in the future,
possibly including legislation, regulation, or standards that go
beyond the scope of, or differ materially from, the proposals
set forth in the Financial Reform Plan. Any new legislation,
regulation, or standards affecting financial institutions,
financial products, or financial markets could subject us to
greater regulatory scrutiny, make it more expensive to conduct
our business, increase competition, limit our ability to expand
our business, or have an adverse effect on our results of
operations, possibly materially.
Difficult
conditions in the mortgage and real estate markets, financial
markets and the economy generally may cause us to incur losses
on our portfolio or otherwise to be unsuccessful in our business
strategies. A prolonged economic slowdown, recession, period of
declining real estate values or sustained high unemployment
could materially and adversely affect us.
The implementation of our business strategies may be materially
affected by the continuation of current conditions in the
mortgage and housing markets, the financial markets and the
economy generally. Continuing concerns over unemployment,
inflation, energy and health care costs, geopolitical issues,
including political unrest in the Middle East, the availability
and cost of credit, the mortgage market and the real estate
market have contributed to increased volatility and diminished
expectations for the economy and markets going forward.
The risks associated with our current investment portfolio and
any investments we may make will be more acute during periods of
economic slowdown or recession, especially if these periods are
accompanied by declining real estate values or sustained
unemployment. A weakening economy, high unemployment and
declining real estate values significantly increase the
likelihood that borrowers will default on their debt service
obligations to us. In this event we may incur losses on our
investment portfolio because the value of any collateral we
foreclose upon may be insufficient to cover the full amount of
our investment or may take a significant amount of time to
realize. In addition, under such conditions, our access to
capital will generally be more limited, if available at all, and
more expensive. Any period of increased payment delinquencies,
foreclosures or losses could adversely affect the net interest
income generated from our portfolio and our ability to make and
finance future investments, which would materially and adversely
affect our revenues, results of operations, financial condition,
business prospects and our ability to make distributions to
stockholders. In addition, the aforementioned circumstance may
adversely affect our third party servicing, particularly that
performed by Marix, and may further adversely affect or prolong
our ability to bring Marix into profitability.
Continued
weakness in the mortgage and residential real estate markets may
hinder our ability to acquire assets and implement our growth
plans and could negatively affect our results of operations and
financial condition, including causing credit and market value
losses related to our holdings that could cause us to take
charges and/or add to our allowance for loan losses in amounts
that may be material.
The residential mortgage market in the United States has
experienced significant levels of defaults, credit losses, and
liquidity instability. These factors have impacted investor
perception of the risks associated with the residential loans
that we own and in which we intend to make further investments.
Continued or increased deterioration in the residential loan
market may adversely affect the performance and market value of
our investments. Deterioration in home prices or the value of
our portfolio could require us to take charges, or add to our
allowance for loan losses, either or both of which may be
material. The residential loan market also has been severely
affected by changes in the lending landscape and there is no
assurance that these conditions have stabilized or will not
worsen.
While limitations on financing initially was felt in the
less-than-prime
mortgage market, it appears that liquidity issues now also
affect prime and Alt-A lending, with the curtailment of many
product types. This has an adverse impact on new demand for
homes, which continues to compress home ownership rates and have
a negative impact on future home price performance. There is a
strong correlation between home price growth
12
rates and residential loan delinquencies. Market deterioration
has caused us to expect increased credit losses related to our
holdings and to sell some foreclosed real estate assets at a
loss.
Risks
Related to Our Business
We may
not be successful in achieving our growth
objectives.
Our success in achieving our growth objectives will depend on
many factors, including, but not limited to, the availability of
attractive risk-adjusted investment opportunities in our target
assets, identifying and consummating these investments on
favorable terms, our ability to access financing and capital on
favorable terms and conditions in the financial markets, our
ability to successfully service the loans that we acquire, and
our ability to effect strategic alliances. In addition, we face
substantial competition for attractive investment opportunities,
significant demands on our operational, financial, accounting,
information technology and telecommunications systems and legal
resources, and increased costs and expenses. We cannot assure
you that we will be able to make investments with attractive
risk-adjusted returns or effectively manage and service any such
portfolio of residential loan investments.
We
cannot assure you that we will be successful in identifying and
consummating sufficient investments in residential loans on
attractive terms, or at all to sustain or grow our portfolio
business.
As mortgages in our portfolios are paid off in the ordinary
course, the assets in our portfolios run off at a rate of
approximately $100 million of principal balance per year,
depending upon pre-payment speeds in any given year. In order to
sustain our current business we must acquire an equal amount of
loans to offset the runoff; and to grow our business we must
acquire more than the runoff. We have utilized the proceeds of
various capital raises to acquire, and expect that we will
continue to acquire, residential loans from various sources,
including portfolios of mortgage loans from banks, third party
originators and other owners of such assets. In 2010 we acquired
approximately $100 million of loans (unpaid principle
balance) from various sources. We also may participate in
programs established by the U.S. government, such as the
Legacy Loans Program, and liquidations by the FDIC of portfolios
of mortgage loans of failed depository institutions however,
there can be no assurance that, in the future, we will be able
to acquire sufficient residential loans from these or any
sources on attractive terms, or at all, to offset the runoff or
to grow our business. In particular, there can be no assurance
that we will be able to continue to raise capital to acquire
loans or that such capital raises will not be dilutive to our
stockholders. Moreover, there can be no assurance that the FDIC
will continue to liquidate the assets of failed depository
institutions on terms that may be attractive, or at all, or that
we will be able to acquire any residential loans in liquidations
by the FDIC. Furthermore, we may not be eligible to participate
in programs established by the U.S. government or, if we
are eligible, that we will be able to utilize such programs
successfully or at all. To the extent that we are unable to
successfully identify and consummate investments in residential
loans from these and other sources, our business, financial
condition and results of operations would be materially and
adversely affected.
Failure
to procure adequate capital and funding on favorable terms, or
at all, would adversely affect our results and may, in turn,
negatively affect the market price of shares of our common stock
and our ability to distribute dividends to
stockholders.
We depend upon the availability of adequate funding and capital
for our operations and to grow our business. We generally are
required to distribute to our stockholders at least 90% of our
net taxable income (excluding net capital gains) for each tax
year in order to qualify as a REIT. As a result, a limited
amount of retained earnings are available to execute our growth
strategies. It is possible that if we achieve anticipated growth
levels
and/or if
significant additional opportunities to expand our business
operations are presented, we may require additional funds in
order to finance such growth. Additional financing for growth
may not be available on favorable terms, or at all. In the
future we may fund our investments through a variety of means,
including additional equity issuances, as well as various forms
of financing such as repurchase agreements, warehouse
facilities, credit facilities (including term loans and
revolving facilities), structured financing arrangements,
securitizations, term collateralized mortgage obligations, or
CMOs, and other forms of term
13
debt, in addition to transaction or asset-specific financing
arrangements. Our access to financing and capital will depend
upon a number of factors over which we may have limited or no
control, including:
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general market conditions;
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the markets perception of our business and growth
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our current and potential future earnings and cash distributions;
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the market price of the shares of our common stock; and
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the markets view of the quality of our assets.
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The current weakness in the mortgage sector, and the current
situation in the broader capital and credit markets, have
adversely affected many potential lenders. Current market
conditions have adversely affected the cost and availability of
financing from many of these sources, and from individual
providers, to different degrees. Some sources generally are
unavailable, while others are available only at a high cost. As
a result, potential lenders may be unwilling or unable to
provide us with financing or may tighten their lending
standards, which could make it more difficult for us to obtain
financing on favorable terms if at all. These lenders could
require additional collateral and other terms and costs that
could increase our financing costs and reduce our profitability.
As a result of these factors, the execution of our investment
strategy may be dictated by the cost and availability of funding
from various sources. We may have to rely more heavily on
additional equity issuances, which may be dilutive to our
stockholders, or on less efficient forms of debt financing that
require a larger portion of our cash flow from operations,
thereby reducing funds available for operations, future business
opportunities, cash distributions to our stockholders and other
purposes. We cannot provide assurance that we will have access
to such equity or debt capital on favorable terms at desired
times, or at all, which may cause us to curtail our investment
activities and which could negatively affect our financial
condition and results of operations.
There
may be risks associated with the growth of our business,
including risks that third parties with which we contract may
not perform as expected.
Our acquisition of Marix was intended, in part, to aid us in
expanding our geographic scope beyond our historical
southeastern U.S. footprint, as well as to broaden our
business model to include the servicing of third party loans,
mortgage outreach programs and other mortgage related activities
that we do not currently perform. In addition, we have, and
expect that we will continue to purchase, residential loans
outside of our southeastern U.S. footprint, either as a
targeted acquisition or as an element of a more widely dispersed
portfolio that includes residential loans both inside and
outside of our footprint. In expanding our field servicing into
new regions, we risk being unable to retain or employ qualified
personnel, and that our servicing methodologies may not be as
successful in other geographic regions as they have been in the
southeastern U.S. We also may contract with third party
servicers to service residential loans located outside of our
southeastern footprint and there can be no guarantee that these
third parties will be as successful as our personnel in
servicing these residential loans. In addition, we may seek to
grow our business through partnerships and other joint venture
arrangements with third parties, as well as through the merger
with, or acquisition of, third parties that supplement or
otherwise are complementary to our existing business. We also
may seek to expand our business beyond its current scope,
including loan origination and performance-based servicing.
There can be no guarantee that we will be successful in
identifying or reaching agreement with third parties or that
such efforts to grow or expand the business will be successful.
We may
not realize the growth opportunities expected from our
acquisition and the integration of Marixs business with
our business could prove difficult.
The success of our strategies will depend, in part, on our
ability to realize the growth opportunities that we believe will
result from combining the core competencies of Marixs
business with our servicing operations. At the time of
acquisition, Marix was operating at a significant loss. While we
are making progress
14
to reduce these losses, Marix continues to operate at a loss and
it is critical to our growth strategy that Marix become
profitable. In addition, a component of our growth strategy will
require that we take full advantage of Marixs servicing
and technological capabilities, including its existing capacity
to handle a higher volume of business. Accordingly, our ability
to realize a reduction in costs, increase revenues and to
realize growth opportunities, and the timing of this
realization, initially will depend on our ability to integrate
our operations, technologies, services, accounting and personnel
with those of Marix. Even if the integration of Marixs
business with our business is successful, there can be no
assurance that this integration will achieve the full benefits
of the growth opportunities currently expected from this
integration, or that these benefits will be achieved within the
anticipated time frame unless we are able to increase the volume
of business performed at Marix. In addition, although we
performed due diligence on Marix prior to the acquisition, an
unavoidable level of risk remains regarding the actual condition
of Marixs business. For example, we may have acquired
unknown or unasserted liabilities or claims or liabilities not
susceptible of discovery during our due diligence investigation
that may manifest only at a later date. If we are unsuccessful
in overcoming these risks, our business, financial condition and
results of operations could be materially and adversely affected.
The
industry in which we operate is highly competitive and, to the
extent we fail to meet these competitive challenges, it would
have a material adverse effect on our business, financial
position, results of operations or cash flows.
We operate in a highly competitive industry that could become
even more competitive as a result of economic, legislative,
regulatory or technological changes. Competition for mortgage
loan originations comes primarily from commercial banks and
savings institutions. Many of our competitors are substantially
larger and have considerably greater financial, technical and
marketing resources, and typically have access to greater
financial resources and lower funding costs, and may be able to
participate in government programs in which we are unable to
participate because our business is new to the sector or of
insufficient scale. All of these factors place us at a
competitive disadvantage. Several other REITs recently have
raised significant amounts of capital, and may have investment
objectives that overlap with ours, which may create significant
competition for investment opportunities. In addition, some of
our competitors may have higher risk tolerances or different
risk assessments, which could allow them to consider a wider
variety of investments and establish more favorable
relationships than we can. Moreover, many of our competitors
operate over a larger geographic region and have a greater
servicing capacity than do we which may cause prospective
customers to believe that we are not able to adequately service
loans outside of our historical footprint, or to service loan
portfolios of a certain size. We cannot assure you that the
competitive pressures we face will not have a material adverse
effect on our business, financial condition and results of
operations. Also, as a result of competition, we may not be able
to take advantage of attractive investment opportunities from
time to time, and we can offer no assurance that we will be able
to identify and make investments that are consistent with our
investment objectives.
We may
leverage our investments, which may adversely affect our return
on our investments and may reduce cash available for
distribution to stockholders.
As of December 31, 2010, we had outstanding indebtedness of
approximately $1.3 billion, which consisted entirely of
non-recourse leverage from our securitizations entered into
prior to 2007. We are not required to maintain any specific
debt-to-equity
ratio and our governing documents contain no limitation in the
amount of debt that we may incur.
Subject to our need for additional capital and to market
conditions and availability, we may incur significant debt in
the future through repurchase agreements, warehouse facilities,
credit facilities (including term loans and revolving
facilities), structured financing arrangements, securitizations,
term CMOs and other forms of term debt, in addition to
transaction or asset-specific financing arrangements. The amount
of leverage that we may use to make future investments will vary
depending on our ability to obtain financing, lenders and
rating agencies estimates of the stability of cash flow
from our investments, and our assessment of the appropriate
amount of leverage for the particular assets we are funding.
15
Any return on our investments and cash available for
distribution to stockholders may be reduced or eliminated to the
extent that changes in market conditions prevent us from
leveraging our investments, require us to decrease our rate of
leverage or increase the amount of collateral that we are
required to provide, or increase the cost of our financing
relative to the income that can be derived from the assets
acquired.
Our debt service payments will reduce cash flow available for
distributions to stockholders, which could adversely affect the
market price of our common stock. We may not be able to meet our
debt service obligations and, to the extent that we cannot, we
could be subject to risks such as (i) the acceleration of
such debt and any other debt subject to cross-default
provisions, (ii) the loss of our ability to borrow unused
amounts under any of our financing arrangements could be reduced
or eliminated, and (iii) the loss of some or all of our
assets to foreclosure or sale.
We may choose to use repurchase agreements, warehouse
facilities, securitizations and term CMO financings or other
committed forms of leverage. To the extent that we elect such
financing vehicles in either the near or long-term, we may
leverage certain of our assets. In such event, we will be
subject to certain risks, such as (i) decreases in the
value of assets funded or collateralized by these financings,
which may lead to margin calls that we will have to satisfy;
(and, if we do not have the funds or collateral available to
satisfy such margin calls, we may be forced to sell assets at
significantly depressed prices due to market conditions or
otherwise), (ii) since the financing costs of such
facilities typically are determined by reference to floating
rates and the assets funded by the facility may be at fixed
rates, net interest income will decline in periods of rising
interest rates as financing costs increase while interest income
remains fixed, and (iii) these facilities may have maturity
dates that are shorter than the maturities of the assets funded
by the facility and, if the facilities cannot be replaced or
extended at their maturity, we may be forced to sell assets at
significantly depressed prices due to market conditions or
otherwise. The need to satisfy such margin calls or maturities,
and any compression of net interest income in a period of rising
interest rates, may reduce cash flow available for distribution
to stockholders. Any reduction in distributions or sales of
assets at inopportune times or at a loss may cause the value of
our common stock to decline, in some cases, precipitously.
Certain
of our existing financing facilities contain covenants that
restrict our operations and may inhibit our ability to grow our
business and increase revenues.
Certain of our existing financing facilities contain
restrictions, covenants, and representations and warranties
that, among other things, require us to satisfy specified
financial and asset quality tests. If we fail to meet or satisfy
any of these covenants or representations and warranties, we
would be in default under these agreements and our lenders could
elect to declare any and all amounts outstanding to be
immediately due and payable and enforce their respective
interests against collateral pledged under such agreements which
would restrict our ability to make additional borrowings.
Certain of our financing agreements contain cross-default
provisions, so that if a default occurs under any one agreement,
the lenders under our other agreements also could declare a
default. The covenants and restrictions in our financing
facilities may restrict our ability to, among other things incur
or guarantee additional debt, make certain investments or
acquisitions, make distributions on or repurchase or redeem
capital stock, engage in mergers or consolidations, grant liens,
sell, lease, assign, transfer or dispose of any of our assets,
business or property, and enter into transactions with
affiliates.
These restrictions may interfere with our ability to obtain
financing, including the financing needed for us to qualify as a
REIT, or to engage in other business activities, which may
significantly harm our business, financial condition, liquidity
and results of operations. A default and resulting repayment
acceleration could significantly reduce our liquidity. This
could also significantly harm our business, financial condition,
results of operations, and our ability to make distributions,
which could cause the value of our common stock to decline. A
default will also significantly limit our financing alternatives
such that we will be unable to pursue a leverage strategy, which
could curtail our investment returns.
16
The
repurchase agreements, warehouse facilities, credit facilities
(including term loans and revolving facilities), structured
financing arrangements, securitizations, term CMOs and other
forms of term debt, in addition to transaction or asset-specific
financing arrangements that we may use to finance our
investments, may contain restrictions, covenants, and
representations and warranties that restrict our operations or
may require us to provide additional collateral and may restrict
us from leveraging our assets as fully as desired.
We may use repurchase agreements, warehouse facilities, credit
facilities (including term loans and revolving facilities),
structured financing arrangements, securitizations, term CMOs
and other forms of term debt, in addition to transaction or
asset-specific financing arrangements, to finance our investment
purchases. Such financing facilities may contain restrictions,
covenants, and representations and warranties that, among other
conditions, require us to satisfy specified financial and asset
quality tests and may restrict our ability to, among other
actions, incur or guarantee additional debt, make certain
investments or acquisitions, make distributions on or repurchase
or redeem capital stock, engage in mergers or consolidations,
grant liens or such other conditions as the lenders may require.
If we fail to meet or satisfy any of these covenants or
representations and warranties, we would be in default under
these agreements and our lenders could elect to declare any and
all amounts outstanding under the agreements immediately due and
payable, enforce their respective interests against collateral
pledged under such agreements, and restrict our ability to make
additional borrowings. These financing agreements also may
contain cross-default provisions, such that if a default occurs
under any one agreement, the lenders under our other agreements
also could declare a default.
If the market value of the loans pledged to a funding source
declines in value, we may be required by the lending institution
to provide additional collateral or pay down a portion of the
funds advanced, but we may not have the collateral or funds
available to do so. Posting additional collateral will reduce
our liquidity and limit our ability to leverage our assets,
which could adversely affect our business. In the event that we
do not have sufficient liquidity to meet such requirements,
lending institutions may accelerate repayment of our
indebtedness, increase our borrowing rates, liquidate our
collateral or terminate our ability to borrow. Further,
financial institutions may require us to maintain a certain
amount of cash that is not invested or to set aside non-levered
assets sufficient to maintain a specified liquidity position,
which would permit us to satisfy our collateral obligations. As
a result, we may not be able to leverage our assets as
effectively as we otherwise might choose, which could reduce our
return on equity. If we are unable to meet these collateral
obligations, then, as described above, our financial condition
could deteriorate rapidly.
Our
current and possible future use of term CMO and securitization
financings with over-collateralization requirements may have a
negative impact on our cash flow.
The terms of our current CMOs and securitizations generally
provide, and those that we may sponsor in the future typically
will provide, that the principal amount of assets must exceed
the principal balance of the related bonds by a certain amount,
commonly referred to as over-collateralization. Our CMO and
securitization terms now provide, and we anticipate that future
CMO and securitization terms will provide, that, if certain
delinquencies or losses exceed specified levels based on the
analysis by the lenders or the rating agencies (or any financial
guaranty insurer) of the characteristics of the assets
collateralizing the bonds, the required level of
over-collateralization may be increased, or may be prevented
from decreasing as would otherwise be permitted, if losses or
delinquencies did not exceed those levels. Other tests (based on
delinquency levels or other criteria) may restrict our ability
to receive net income from assets collateralizing the
obligations. We cannot assure you that the performance tests
will be satisfied. Given recent volatility in the CMO and
securitization market, rating agencies may depart from historic
practices for CMO and securitization financings, which would
make such financings more costly. Failure to obtain favorable
terms with regard to these matters may materially and adversely
affect our net income. If our assets fail to perform as
anticipated, our over-collateralization or other credit
enhancement expense associated with our CMO and securitization
financings will increase.
17
Our
existing securitization trusts contain servicer triggers that,
if exceeded, could result in a significant reduction in cash
flows to us.
Our existing securitization trusts contain delinquency and loss
triggers that, if exceeded, allocate any excess
over-collateralization to paying down the bonds for the
securitization at an accelerated pace rather than releasing the
excess cash to us. One of our existing securitizations Mid-State
Capital Corporation
2006-1, or
Trust 2006-1,
exceeded the delinquency trigger and did not provide any excess
cash flow to us during 2010. As of December 31, 2010,
Trust 2006-1
held mortgage loans with an outstanding principal balance of
$175.4 million and a book value of $167.4 million,
which collateralized bonds issued by
Trust 2006-1
having an outstanding principal balance of $134.9 million.
All of our other securitization trusts have experienced some
level of delinquencies and losses, and, if any of these trusts
were to exceed their respective triggers or if we are unable to
cure the triggers already exceeded, any excess cash flow from
such trusts would not be available to us and, as a result, we
may not have sufficient sources of cash to meet our operating
needs or to make required REIT distributions.
Our
failure to effectively service our portfolio of residential
loans would materially and adversely affect us.
Most residential loans and securitizations of residential loans
require a servicer to manage collections on the underlying
loans. Our servicing responsibilities include providing
delinquency notices when necessary, loan workouts and
modifications, foreclosure proceedings, short sales,
liquidations of our REO acquired as a result of foreclosures of
residential loans and, to the extent loans are securitized and
sold, reporting on performance to the trustee of such pooled
loans. Servicer quality is of prime importance in the default
performance of residential loans and both default frequency and
default severity of loans may depend upon the quality of our
servicing. If we are not vigilant in encouraging borrowers to
make their monthly payments, borrowers may be far less likely to
make these payments, which could result in a higher frequency of
default. If we take longer to liquidate non-performing assets,
loss severities may tend to be higher than originally
anticipated. Higher loss severity also may be caused by less
successful dispositions of REO properties. Our ability to
effectively service our portfolio of residential loans is
critical to our success, particularly given our strategy of
maximizing the value of the residential loans that we acquire
through loan modification programs, differentiated servicing and
other initiatives focused on keeping borrowers in their homes
and, when that is not possible and foreclosure is necessary,
maximizing recovery rates. Our effectiveness is tied to our
high-touch servicing approach. In the event that we
purchase residential loans outside of our southeastern
U.S. footprint, whether as a targeted acquisition, as part
of a widely dispersed portfolio that includes residential loans
both inside and outside of our footprint, or through the
expanded servicing opportunities presented by Marix, we may,
among other options, expand our servicing network into such
areas, contract with third party servicers to service these
residential loans
and/or
subsequently divest such residential loans. There can be no
guarantee that we will be as effective in servicing loans
outside of our footprint as we have been within our footprint,
or that third party servicers will be as effective as we have
been.
Residential
loans are subject to risks, including borrower defaults or
bankruptcies, special hazard losses, declines in real estate
values, delinquencies and fraud.
During the time that we hold residential loans we are subject to
risks on the underlying loans from borrower defaults and
bankruptcies and from special hazard losses, such as those
occurring from earthquakes, hurricanes or floods that are not
covered by standard hazard insurance. If a default occurs on any
residential loan we hold, we may bear the risk of loss of
principal to the extent of any deficiency between the value of
the mortgaged property plus any payments from any insurer or
guarantor, and the amount owing on the loan. Defaults on
residential loans historically coincide with declines in real
estate values, which are difficult to anticipate and may be
dependent on local economic conditions. Increased exposure to
losses on residential loans can reduce the value of our
portfolio.
18
The
lack of liquidity in our portfolio may adversely affect our
business.
We have invested and may continue to invest in residential loans
that are not liquid. It may be difficult or impossible to obtain
third party pricing on the residential loans that we purchase.
Illiquid investments typically experience greater price
volatility as a ready market does not exist. In addition,
validating third party pricing for illiquid investments may be
more subjective than more liquid investments. The illiquidity of
our residential loans may make it difficult for us to sell such
residential loans if the need or desire arises. In addition, if
we are required to quickly liquidate all or a portion of our
portfolio, we may realize significantly less than the value at
which we have previously recorded our portfolio. As a result,
our ability to assess or vary our portfolio in response to
changes in economic and other conditions may be relatively
limited, which could adversely affect our results of operations
and financial condition.
We are
highly dependent on information systems and third parties, and
systems failures could significantly disrupt our business, which
may, in turn, negatively affect the market price of our common
stock and our ability to pay dividends to
stockholders.
Our business is highly dependent on communications and
information systems. Any failure or interruption of our systems,
or unsuccessful implementation of new systems, could cause
delays or other problems in our servicing activities, which
could have a material adverse effect on our operating results
and negatively affect the market price of our common stock and
our ability to pay dividends to stockholders. In addition, a
component of the rationale for acquiring Marix was to access the
companys information systems. In the event that our
existing operations cannot be integrated into the Marix systems,
or that these systems prove to have fewer capabilities than
anticipated at the time of acquisition, it may adversely affect
our growth plans.
Economic
conditions in Texas, Louisiana, Mississippi, Alabama and Florida
may have a material impact on our profitability because we
conduct a significant portion of our business in these
markets.
Our residential loans currently are concentrated in the Texas,
Louisiana, Mississippi, Alabama and Florida markets. As a result
of the geographic concentration of residential loans in these
markets, we are particularly exposed to downturns in these local
economies or other changes in local real estate conditions. In
the past, rates of loss and delinquency on residential loans
have increased from time to time, driven primarily by weaker
economic conditions in these markets. Furthermore, precarious
economic conditions may hinder the ability of borrowers to repay
their obligations in areas in which we conduct the majority of
our business. In the event of negative economic changes in these
markets, our business, financial condition and results of
operations, our ability to make distributions to our
stockholders and the trading price of our common stock may be
materially and adversely affected.
Natural
disasters and adverse weather conditions could disrupt our
business and adversely affect our results of operations,
including those of our insurance business.
The climates of many of the states in which we do business and
plan to continue to operate in the future, including Texas,
Louisiana, Mississippi, Alabama and Florida, where we have the
largest concentrations of residential loans, present increased
risks of natural disaster and adverse weather. Natural disasters
or adverse weather in these areas have in the past, and may in
the future, lead to significant insurance claims, cause
increases in delinquencies and defaults in our mortgage
portfolio and weaken demand for homes that we may have to
repossess in affected areas, which could adversely affect our
results. In addition, the rate of delinquencies may be higher
after natural disasters or adverse weather conditions. The
occurrence of large loss events due to natural disasters or
adverse weather could reduce the insurance coverage available to
us, increase the cost of our insurance premiums and weaken the
financial condition of our insurers, thereby limiting our
ability to mitigate any future losses that may occur from such
events. Moreover, severe flooding, wind and water damage, forced
evacuations, contamination, gas leaks, fire and environmental
and other damage caused by natural disasters or adverse weather
could lead to a general economic downturn, including increased
prices for oil, gas and energy, loss of jobs, regional
disruptions in travel, transportation and tourism and a decline
in real-estate related investments, especially in the areas most
directly damaged by the disaster or storm.
19
Our insurance business also is susceptible to risks of natural
disasters and adverse weather conditions. Best, an insurance
subsidiary of the Company, places coverage through American
Modern Insurance Group, or AMIG, which, in turn, reinsures some
or all of the coverage through WIRC. WIRC has a reinsurance
policy with Munich Re. This policy has a $2.5 million
deductible per occurrence with an aggregate limit of
$10 million per year. Multiple occurrences of natural
disasters
and/or
adverse weather conditions will subject us to the payment of a
corresponding number of deductibles of up to $2.5 million
per occurrence. In addition, to the extent that insured losses
exceed $10 million in the aggregate in any policy year, we
will be responsible for the payment of such excess losses.
Because we are dependent upon Munich Res ability to pay
any claims on our reinsurance policy, should they fail to make
any such payments, the payments would be our responsibility. In
the future, reinsurance of WIRCs exposure to AMIG may not
be available, or available at affordable rates, leaving us
without coverage for claims. While we currently have a
$10 million facility provided by Walter Energy to cover
catastrophic hurricane losses, and we have built up a trust
account with cash reserves, the Walter Energy facility expires
in April 2011 and is not expected to be replaced, at which point
we will have increased exposure to our insurance business at
such time.
If we
fail to maintain an effective system of internal controls, we
may not be able to accurately determine our financial results or
prevent fraud. As a result, our stockholders could lose
confidence in our financial results, which could harm our
business and the market value of our common
shares.
Effective internal controls are necessary for us to provide
reliable financial reports and effectively prevent fraud. We may
in the future discover areas of our internal controls that need
improvement. Section 404 of the Sarbanes-Oxley Act of 2002,
or Sarbanes-Oxley, requires us to evaluate and report on our
internal controls over financial reporting and have our
independent auditors issue their own opinion on our internal
control over financial reporting. While we undertake substantial
work to maintain compliance with Section 404 of
Sarbanes-Oxley, and intend to continue to do so, we cannot be
certain that we will be successful in maintaining adequate
control over our financial reporting and financial processes.
Furthermore, as we grow our business, our internal controls will
become more complex, and we will require significantly more
resources to ensure our internal controls remain effective. If
we or our independent auditors discover a material weakness, the
disclosure of that fact, even if quickly remedied, could reduce
the market value of our shares of common stock. In addition, the
existence of any material weakness or significant deficiency
would require management to devote significant time and incur
significant expense to remediate any such weaknesses or
deficiencies and management may not be able to remediate same in
a timely manner.
We
utilize, and will continue to utilize, analytical models and
data in connection with the valuation of our future investments,
and any incorrect, misleading or incomplete information used in
connection therewith may subject us to potential
risks.
Given the complexity of our proposed future investments and
strategies, we rely, and will continue to rely, on analytical
models and information and data, some of which is supplied by
third parties. Should our models or such data prove to be
incorrect or misleading, any decision made in reliance thereon
exposes us to potential risks. Some of the analytical models
that we use or will be used by us are predictive in nature. The
use of predictive models has inherent risks and may incorrectly
forecast future behavior, leading to potential losses. We also
use and will continue to use valuation models that rely on
market data inputs. If incorrect market data is input into a
valuation model, even a tested and well-respected valuation
model may provide incorrect valuations and, as a result, could
provide adverse actual results as compared to the predictive
results.
Our
success will depend, in part, on our ability to attract and
retain qualified personnel.
Our success will depend, in part, on our ability to attract,
retain and motivate qualified personnel, including executive
officers and other key management personnel. We cannot be
assured you that we will be able to attract and retain such
qualified management and other personnel. The loss of key
management or other key employees, and our inability to attract
such personnel, could adversely affect our ability to manage our
overall operations and successfully implement our business
strategy.
20
While
we expand our business, we may not be successful in conveying
the knowledge of our long-serving personnel to newly hired
personnel and retaining our internal culture.
Much of our success can be attributed to the knowledge,
experience, and loyalty of our key management and other
personnel who have served us for many years. As we grow and
expand our operations, we will need to hire new employees to
implement our business strategies. It is important that the
knowledge and experience of our senior management and our
overall philosophies, business model, and operational standards,
including our differentiated high-touch approach to
servicing, are adequately conveyed to, and shared by, these new
members of our team. At the same time, we must ensure that our
hiring and retention practices serve to maintain our internal
culture. If we are unable to achieve these integration
objectives, our growth could come at a risk to our business
model, which has been a major underlying component of our
success.
We may
change our investment and operational policies without
stockholder consent, which may adversely affect the market value
of our common stock and our ability to make distributions to our
stockholders.
Our Board of Directors determines our operational policies and
may amend or revise such policies, including our policies with
respect to our REIT qualification and maintaining our REIT
status, acquisitions, dispositions, growth, operations,
indebtedness and distributions, or approve transactions that
deviate from these policies, without a vote of, or notice to,
our stockholders. Operational policy changes could adversely
affect the market value of our common stock and our ability to
make distributions to our stockholders.
We may
be required to report taxable income from certain investments
earlier then and possibly in excess of our realization of the
economic income ultimately provided from them.
We are subject to U.S Federal tax provisions that do not fully
match reportable taxable income with the timing of our receipt
of economic income.
Most of our installment and mortgage notes receivable have tax
basis considerably less than their principal balances as we were
treated, for tax purposes only, as purchasing the assets we
acquired at the spin-off at amounts less than outstanding
principal. In addition, we have acquired and will acquire debt
instruments in the secondary market at prices less than their
outstanding principal balances. This has resulted and will
result in market discount under tax laws that
provide for complicated and sometimes non-economic income
recognition schemes.
We are required to periodically recognize as taxable interest a
portion of this market discount. Our method of calculating these
amounts is based on a determination of our effective yield on
each applicable individual obligation as if we expect to collect
the outstanding principal balance in full over its stated term.
No adjustment is made to take into account expected prepayments,
delinquencies or foreclosures; these events are given effect as
they occur. If we ultimately collect less on the debt instrument
than our purchase price plus the market discount we had
previously reported as income, we may not be able to benefit
from any offsetting loss deductions in a later taxable year.
Our loss mitigation activities have and will include negotiated
modifications to debt obligations as alternatives to
foreclosure. Under the tax law, significant
modifications to debt having tax basis lower than
outstanding principal can and do result in taxable income in
excess of realized economic income. Many of our modifications
will be significant. We are taking steps to minimize
the unfavorable effects of these tax rules; as with market
discount, we may not be able to benefit from any offsetting loss
deductions in a later taxable year.
These circumstances, individually or collectively, could result
in (a) our retaining a portion of our taxable income in the
REIT and paying income tax (rather than making cash
distributions to our stockholders), (b) making taxable
stock distributions to our stockholders, or (c) the Company
losing its REIT qualification.
21
Risks
Related To Our Investments
We
invest in
less-than-prime,
non-conforming and other credit-challenged residential loans,
which are subject to increased risks relative to prime
loans.
Our portfolio includes, and we anticipate that we will use the
net proceeds from any future capital raises to acquire,
less-than-prime
residential loans and
sub-performing
and non-performing residential loans, which are subject to
increased risks of loss. Loans may be, or may become,
sub-performing
or non-performing for a variety of reasons, including because
the underlying property is too highly leveraged or the borrower
falls upon financial distress, in either case, resulting in the
borrower being unable to meet debt service obligations to us.
Such
sub-performing
or non-performing loans may require a substantial amount of
workout negotiations
and/or
restructuring, which may divert the attention of our senior
management team from other activities and entail, among other
things, a substantial reduction in the interest rate,
capitalization of interest payments and a substantial write-down
of the principal of the loans. However, even if such
restructuring were successfully accomplished, a risk exists that
the borrowers will not be able or willing to maintain the
restructured payments or refinance the restructured loan upon
maturity.
In addition, certain
sub-performing
or non-performing loans that we acquire may have been originated
by financial institutions that are or may become insolvent,
suffer from serious financial stress or are no longer in
existence. As a result, the standards by which such loans were
originated, the recourse to the selling institution,
and/or the
standards by which such loans are being serviced or operated may
be adversely affected. Further, loans on properties operating
under the close supervision of a mortgage lender are, in certain
circumstances, subject to certain additional potential
liabilities that may exceed the value of our investment.
In the future, it is possible that we may find it necessary or
desirable to foreclose on some of the residential loans that we
acquire, and the foreclosure process may be lengthy and
expensive. Borrowers may resist mortgage foreclosure actions by
asserting numerous claims, counterclaims and defenses against us
including numerous lender liability claims and defenses, even
when such assertions may have no basis in fact, in an effort to
prolong the foreclosure action and force the lender into a
modification of the loan or a favorable buy-out of the
borrowers position. In some states, foreclosure actions
can take several years or more to litigate. At any time prior to
or during the foreclosure proceedings, the borrower may file for
bankruptcy, which would have the effect of staying the
foreclosure actions and further delaying the foreclosure
process. Foreclosure may create a negative public perception of
the related mortgaged property, resulting in a diminution of its
value. Even if we are successful in foreclosing on a loan, the
liquidation proceeds upon sale of the underlying real estate may
not be sufficient to recover our cost basis in the loan,
resulting in a loss to us. Furthermore, costs or delays involved
in the effectuation of a foreclosure or a liquidation of the
underlying property further reduce the proceeds and thus
increase costs and potential loss. Any such reductions could
materially and adversely affect the value of the residential
loans in which we intend to invest.
Whether or not we have participated in the negotiation of the
terms of any such mortgages, there can be no assurance as to the
adequacy of the protection of the terms of the loan, including
the validity or enforceability of the loan and the maintenance
of the anticipated priority and perfection of the applicable
security interests. Furthermore, claims may be asserted that
might interfere with enforcement of our rights. In the event of
a foreclosure, we may assume direct ownership of the underlying
real estate. The liquidation proceeds upon sale of such real
estate may not be sufficient to recover our cost basis in the
loan, resulting in a loss to us. Any costs or delays involved in
the effectuation of a foreclosure of the loan or a liquidation
of the underlying property will further reduce the proceeds and
thus increase the loss.
Whole loan mortgages are also subject to special
hazard risk (property damage caused by hazards, such as
earthquakes or environmental hazards, not covered by standard
property insurance policies), and to bankruptcy risk (reduction
in a borrowers mortgage debt by a bankruptcy court). In
addition, claims may be assessed against us on account of our
position as mortgage holder or property owner, including
responsibility for tax payments, environmental hazards and other
liabilities, which could have a material adverse effect on our
results of operations, financial condition and our ability to
make distributions to our stockholders.
22
We may
not realize expected income from our portfolio.
We invest to generate current income. To the extent the
borrowers default on interest or principal payments on the
residential loans in which we invest, we may not be able to
realize income from our portfolio. Any income that we realize
may not be sufficient to offset our expenses. Our inability to
realize income from our portfolio would have a material adverse
effect on our financial condition and results of operations, our
ability to make distributions to stockholders and the trading
price of our common stock.
Increases
in interest rates could negatively affect the value of our
portfolio, which could result in reduced earnings or losses and
negatively affect the cash available for distribution to
stockholders.
We have and will likely continue to invest directly in
residential loans. Under a normal yield curve, an investment in
these loans will decline in value if long-term interest rates
increase. Declines in market value ultimately may reduce
earnings or result in losses to us, which may negatively affect
cash available for distribution. A significant risk associated
with our portfolio is the risk that long-term interest rates
will increase significantly. If long-term rates were to increase
significantly, the market value of our portfolio would decline,
and the duration and weighted average life of our portfolio
would increase. While we plan to hold our portfolio to maturity,
we could realize a loss if our portfolio were to be sold. Market
values of our portfolio may decline without any general increase
in interest rates for a number of reasons, such as increases in
defaults, increases in voluntary prepayments for those
residential loans that are subject to prepayment risk and
widening of credit spreads.
Accounting
rules for certain of our transactions continue to evolve, are
highly complex, and involve significant judgments and
assumptions. Changes in accounting interpretations or
assumptions could impact our financial statements.
Accounting rules for determining the fair value measurement and
disclosure of financial instruments are highly complex and
involve significant judgment and assumptions. These complexities
could lead to a delay in preparation of financial information
and the delivery of this information to our stockholders.
Changes in accounting interpretations or assumptions related to
fair value could impact our financial statements and our ability
to timely prepare our financial statements.
A
prolonged economic slowdown, a recession or declining real
estate values could impair our portfolio and harm our operating
results.
Our portfolio is susceptible to economic slowdowns or
recessions, which could lead to financial losses in our
portfolio and a decrease in revenues, net income and assets.
Unfavorable economic conditions also could increase our funding
costs, limit our access to the capital markets, result in a
decision by lenders not to extend credit to us, or force us to
sell assets at an inopportune time and for a loss. These events
could prevent us from increasing investments and have an adverse
effect on our operating results.
Failure
to hedge effectively against interest rate changes may adversely
affect results of operations.
We currently are not involved in any material hedging activities
or transactions. However, we may in the future seek to manage
our exposure to interest rate volatility by using interest rate
hedging arrangements, such as interest cap agreements and
interest rate swap agreements. These agreements may fail to
protect or could adversely affect us because, among other things:
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interest rate hedging can be expensive, particularly during
periods of rising and volatile interest rates;
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available interest rate hedges may not correspond directly with
the interest rate risk for which protection is sought;
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the duration of the hedge may not match the duration of the
related liability;
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the amount of income that a REIT may earn from non-qualified
hedging transactions (other than through TRSs) to offset
interest rate losses is limited by U.S. federal tax
provisions governing REITs;
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the credit quality of the party owing money on the hedge may be
downgraded to such an extent that it impairs our ability to sell
or assign our side of the hedging transaction;
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the party owing money in the hedging transaction may default on
its obligation to pay; and
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a court could rule that such an agreement is not legally
enforceable.
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We intend only to enter into contracts with major financial
institutions based on their credit rating and other factors, but
our Board of Directors may choose to change this policy in the
future. Hedging may reduce any overall returns on our
investments, which could reduce our cash available for
distribution to our stockholders. Failure to hedge effectively
against interest rate changes may materially adversely affect
our results of operations.
Changes
in prepayment rates could negatively affect the value of our
residential loan portfolio, which could result in reduced
earnings or losses and negatively affect the cash available for
distribution to stockholders.
There are seldom any restrictions on borrowers abilities
to prepay their residential loans. Homeowners tend to prepay
residential loans faster when interest rates decline.
Consequently, owners of the loans must reinvest prepayment
proceeds at the lower prevailing interest rates. Conversely,
homeowners tend not to prepay residential loans when interest
rates increase. Consequently, owners of the loans are unable to
reinvest prepayment proceeds at the higher prevailing interest
rates. This volatility in prepayment may result in reduced
earnings or losses for us and negatively affect the cash
available for distribution to you.
To the extent our residential loans are purchased at a premium,
faster-than-expected
prepayments result in a
faster-than-expected
amortization of the premium paid, which would adversely affect
our earnings. Conversely, if these residential loans were
purchased at a discount,
faster-than-expected
prepayments accelerate our recognition of income.
A
decrease in prepayment rates may adversely affect our
profitability.
Borrower prepayment of residential loans may adversely affect
our profitability. We may purchase residential loans that have a
lower interest rate than the then-prevailing market interest
rate. In exchange for this lower interest rate, we may pay a
discount to par value to acquire the investment. In accordance
with accounting rules, we will accrete this discount over the
expected term of the investment based on our prepayment
assumptions. If the investment is prepaid at a slower than
expected rate, however, we must accrete the remaining portion of
the discount at a slower than expected rate, which will extend
the expected life of the portfolio and result in a
lower-than-expected
yield on investment purchased at a discount to par.
The
residential loans we invest in are subject to delinquency,
foreclosure and loss, which could result in losses to
us.
Residential loans are typically secured by single-family
residential property and are subject to risks of delinquency,
foreclosure, and risks of loss. The ability of a borrower to
repay a loan secured by a residential property is dependent upon
the income or assets of the borrower. A number of factors,
including a general economic downturn, acts of God, terrorism,
social unrest and civil disturbances, may impair borrowers
abilities to repay their loans. In the event of the bankruptcy
of a residential loan borrower, the residential loan to such
borrower will be deemed to be secured only to the extent of the
value of the underlying collateral at the time of bankruptcy (as
determined by the bankruptcy court), and the lien securing the
residential loan will be subject to the avoidance powers of the
bankruptcy trustee or
debtor-in-possession
to the extent the lien is unenforceable under state law.
Foreclosure of a residential loan can be an expensive and
lengthy process which could have a substantial negative effect
on our anticipated return on the foreclosed residential loan.
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Our
real estate investments are subject to risks particular to real
property.
We own assets secured by real estate and may own real estate
directly in the future upon a default of residential loans. Real
estate investments are subject to various risks, including:
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acts of God, including earthquakes, floods and other natural
disasters, which may result in uninsured losses;
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acts of war or terrorism, including the consequences of
terrorist attacks, such as those that occurred on
September 11, 2001;
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adverse changes in national and local economic and market
conditions;
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changes in governmental laws and regulations, fiscal policies
and zoning ordinances and the related costs of compliance with
laws and regulations, fiscal policies and ordinances;
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costs of remediation and liabilities associated with
environmental conditions such as indoor mold;
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condemnation; and
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the potential for uninsured or under-insured property losses.
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If any of these or similar events occurs, it may reduce our
return from an affected property or investment and reduce or
eliminate our ability to make distributions to you.
Insurance
on residential loans and their collateral may not cover all
losses.
There are certain types of losses, generally of a catastrophic
nature, such as earthquakes, floods, hurricanes, terrorism or
acts of war, that may be uninsurable or not economically
insurable. Inflation, changes in building codes and ordinances,
environmental considerations and other factors, including
terrorism or acts of war, also might make the insurance proceeds
insufficient to repair or replace a property if it is damaged or
destroyed. Under these circumstances, the insurance proceeds
received might not be adequate to restore our economic position
with respect to the affected real property. Any uninsured loss
could result in the loss of cash flow from, and the asset value
of, the affected property.
We may
be exposed to environmental liabilities with respect to
properties to which we take title, which may in turn decrease
the value of the underlying properties.
In the course of our business, we may take title to real estate,
and, if we do take title, we could be subject to environmental
liabilities with respect to these properties. In such a
circumstance, we may be held liable to a governmental entity or
to third parties for property damage, personal injury,
investigation, and
clean-up
costs incurred by these parties in connection with environmental
contamination, or we may be required to investigate or clean up
hazardous or toxic substances, or chemical releases at a
property. The costs associated with investigation or remediation
activities could be substantial. If we ever become subject to
significant environmental liabilities, our business, financial
condition, liquidity, and results of operations could be
materially and adversely affected. In addition, an owner or
operator of real property may become liable under various
federal, state and local laws, for the costs of removal of
certain hazardous substances released on its property. Such laws
often impose liability without regard to whether the owner or
operator knew of, or was responsible for, the release of such
hazardous substances. The presence of hazardous substances may
adversely affect an owners ability to sell real estate or
borrow using real estate as collateral. To the extent that an
owner of an underlying property becomes liable for removal
costs, the ability of the owner to make debt payments may be
reduced, which in turn may adversely affect the value of the
relevant mortgage-related assets held by us.
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Risks
Related To Our Common Stock and Funds We Raise for
Investment
We may
allocate the net proceeds from our recent bond offering and in
other future capital raises to investments with which you may
not agree.
In November, 2010, we raised approximately $134.4 million
in capital through the issuance of residential mortgage backed
notes. As of December 31, 2010 we had not yet identified
suitable investments for $98.1 million of those funds. In the
future, we may issue additional bonds, or raise capital in other
ways, including by incurring debt or the registration of
additional securities. We will have significant flexibility in
investing any capital raised and we may make investments with
which you disagree. The failure of our management to apply
capital effectively or find investments that meet our investment
criteria in sufficient time or on acceptable terms could result
in unfavorable returns, could cause a material adverse effect on
our financial conditions and results of operations, and could
cause the value of our common stock to decline.
There
is a risk that you may not receive distributions or that
distributions may not grow over time.
We anticipate making distributions on a quarterly basis out of
assets legally available therefore to our stockholders in
amounts such that all or substantially all of our REIT taxable
income in each year is distributed; however, to the extent our
Board of Directors determines that it is no longer in the
Companys best interests to remain a REIT, this practice
may cease. Moreover, to the extent we do continue to distribute
our REIT taxable income have not established a minimum
distribution payment level and our ability to pay distributions
may be adversely affected by a number of factors, including the
risk factors described in this Annual Report on
Form 10-K.
All distributions will be made at the discretion of our Board of
Directors and will depend on our earnings, our financial
condition, our election to maintain our REIT status and other
factors as our Board of Directors may deem relevant from time to
time. Among the factors that could adversely affect our results
of operations and impair our ability to pay distributions, or
the amount we have to pay to our stockholders are:
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the profitability of the investment of the net proceeds of our
secondary offering;
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our ability to make profitable investments;
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defaults in our asset portfolio or decreases in the value of our
portfolio; and
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the fact that anticipated operating expense levels may not prove
accurate, as actual results may vary from estimates.
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A change in any one of these factors could affect our ability to
make distributions. We cannot assure you that we will achieve
results that will allow us to make a specified level of cash
distributions or
year-to-year
increases in cash distributions.
Market
interest rates may have an effect on the trading value of our
shares.
One of the factors that investors may consider in deciding
whether to buy or sell our common stock is our dividend rate as
a percentage of our share price relative to market interest
rates. If market interest rates increase, prospective investors
may demand a higher dividend rate or seek alternative
investments paying higher dividends or interest. As a result,
interest rate fluctuations and capital market conditions can
affect the market value of our shares. For instance, if interest
rates rise, it is likely that the market price of our shares
will decrease as market rates on interest-bearing securities,
such as bonds, increase.
Investing
in our shares may involve a high degree of risk.
The investments we make in accordance with our investment
objectives may result in a high amount of risk when compared to
alternative investment options and volatility or loss of
principal. Our investments may be highly speculative and
aggressive, are subject to credit risk, interest rate, and
market value risks, among others and therefore an investment in
our shares may not be suitable for someone with lower risk
tolerance.
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Broad
market fluctuations could negatively impact the market price of
our common stock.
The stock market has recently experienced extreme price and
volume fluctuations that have affected the market price of the
shares of many companies in industries similar or related to
ours and that have been unrelated to these companies
operating performances. These broad market fluctuations could
reduce the market price of our common stock. Furthermore, our
operating results and prospects may be below the expectations of
public market analysts and investors or may be lower than those
of companies with comparable market capitalizations, which could
lead to a material decline in the market price of our common
stock.
Our
existing portfolio of residential loans was primarily purchased
from and originated by Walter Energys homebuilding
affiliate, JWH, and we may not be successful in identifying and
consummating suitable investment opportunities independent of
this origination platform, which may impede our growth and
negatively affect our results of operations.
Our ability to expand through acquisitions of portfolios of
residential loans or otherwise is integral to our business
strategy and requires us to identify suitable investment
opportunities that meet our criteria. Our existing portfolio of
residential loans was primarily purchased from and originated by
Walter Energys homebuilding affiliate, JWH, and these
loans were underwritten according to our specifications.
Following the spin-off of our business from Walter Energy, we
now operate our business on an independent basis and there can
be no assurance that we will be successful in identifying and
consummating suitable investment opportunities independent of
Walter Energy and JWH. Failure to identify or consummate
acquisitions of portfolios of residential loans on attractive
terms or at all will slow our growth, which could in turn
adversely affect our results of operations.
Risks
Related to Our Organization and Structure
Certain
provisions of Maryland law could inhibit a change in our
control.
Certain provisions of the Maryland General Corporation Law, or
the MGCL, may have the effect of inhibiting a third party from
making a proposal to acquire us or of impeding a change in our
control under circumstances that otherwise could provide the
holders of shares of our common stock with the opportunity to
realize a premium over the then prevailing market price of such
shares. We are subject to the business combination
provisions of the MGCL that, subject to limitations, prohibit
certain business combinations between us and an interested
stockholder (defined generally as any person who
beneficially owns 10% or more of our then outstanding voting
shares or an affiliate or associate of ours who, at any time
within the two-year period prior to the date in question, was
the beneficial owner of 10% or more of our then outstanding
voting shares) or an affiliate thereof for five years after the
most recent date on which the stockholder becomes an interested
stockholder and, thereafter, imposes special appraisal rights
and special stockholder voting requirements on these
combinations. These provisions of the MGCL do not apply,
however, to business combinations that are approved or exempted
by the Board of Directors of a corporation prior to the time
that the interested stockholder becomes an interested
stockholder. Pursuant to the statute, our Board of Directors has
by resolution exempted business combinations between us and any
other person, provided that the business combination is first
approved by our Board of Directors. This resolution, however,
may be altered or repealed in whole or in part at any time. If
this resolution is repealed, or our Board of Directors does not
otherwise approve a business combination, this statute may
discourage others from trying to acquire control of us and
increase the difficulty of consummating any offer.
The control share provisions of the MGCL provide
that control shares of a Maryland corporation
(defined as shares which, when aggregated with all other shares
controlled by the stockholder, entitle the stockholder to
exercise one of three increasing ranges of voting power in the
election of directors) acquired in a control share
acquisition (defined as the acquisition of control
shares, subject to certain exceptions) have no voting
rights except to the extent approved by our stockholders by the
affirmative vote of at least two-thirds of all the votes
entitled to be cast on the matter, excluding votes entitled to
be cast by the acquirer of control shares, our officers and our
employees who are also our directors. Our bylaws contain a
provision exempting from the control share acquisition statute
any and all acquisitions by any person of our shares of
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stock. There can be no assurance that this provision will not be
amended or eliminated at any time in the future.
The unsolicited takeover provisions of the MGCL
permit our Board of Directors, without stockholder approval and
regardless of what is currently provided in our charter or
bylaws, to implement certain provisions if we have a class of
equity securities registered under the Exchange Act (which we
have upon the completion of our secondary offering), and at
least three independent directors. These provisions may have the
effect of inhibiting a third party from making an acquisition
proposal for us or of delaying, deferring or preventing a change
in our control under circumstances that otherwise could provide
the holders of shares of our common stock with the opportunity
to realize a premium over the then current market price.
Our Board of Directors is divided into three classes of
directors. Directors of each class are elected for three-year
terms upon the expiration of their current terms, and each year
one class of directors will be elected by our stockholders. The
terms of the directors expire in 2011, 2012 and 2013,
respectively. The staggered terms of our directors may reduce
the possibility of a tender offer or an attempt at a change in
control, even though a tender offer or change in control might
be in the best interests of our stockholders.
Our
authorized but unissued shares of common and preferred stock may
prevent a change in our control.
Our charter authorizes us to issue additional authorized but
unissued shares of common or preferred stock. In addition, our
Board of Directors may, without stockholder approval, classify
or reclassify any unissued shares of common or preferred stock
and set the preferences, rights and other terms of the
classified or reclassified shares. As a result, our Board of
Directors may establish a series of shares of common or
preferred stock that could delay or prevent a transaction or a
change in control that might involve a premium price for our
shares of common stock or otherwise be in the best interest of
our stockholders.
Your
investment return may be reduced if we are required to register
as an investment company under the Investment Company Act of
1940. In seeking to qualify for an exemption from registration
under the Investment Company Act, our ability to make certain
investments will be limited, which also may reduce our
returns.
We do not intend to register as an investment company under the
Investment Company Act. If we were obligated to register as an
investment company, we would have to comply with a variety of
substantive requirements under the Investment Company Act that
impose, among other things:
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limitations on capital structure;
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restrictions on specified investments;
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prohibitions on transactions with affiliates; and
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compliance with reporting, record keeping, voting, proxy
disclosure and other rules and regulations that would
significantly increase our operating expenses
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In general, we expect to operate our company so that we will not
be required to register as an investment company under the
Investment Company Act because we are primarily engaged in
the business of purchasing or otherwise acquiring mortgages and
other liens on and interests in real estate. This
exemption generally requires that at least 55% of our portfolio
be comprised of real property and mortgages and other liens on
an interest in real estate (collectively, qualifying
assets) and at least 80% of our portfolio be comprised of
real estate-related assets. Qualifying assets include mortgage
loans, mortgage-backed securities that represent the entire
ownership in a pool of mortgage loans and other interests in
real estate. Specifically, our investment strategy is to invest
at least 55% of our assets in mortgage loans and other
qualifying interests in real estate. As a result, we are limited
in our ability to make certain investments. If we fail to
qualify for this exemption in the future, we could be required
to restructure our activities in a manner that or at a time when
we would not otherwise choose to do so, which could negatively
affect the value of shares of our common stock, the
sustainability of our business model, and our ability to make
distributions. In addition, we may have to acquire additional
income or loss generating assets that we might not otherwise
have acquired or may have to forego
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opportunities to acquire interests in companies that we would
otherwise want to acquire and would be important to our
investment strategy. Criminal and civil actions could also be
brought against us if we failed to comply with the Investment
Company Act.
In addition, there can be no assurance that the laws and
regulations governing REITs, including regulations issued by the
Division of Investment Management of the SEC, providing more
specific or different guidance regarding the treatment of assets
as qualifying real estate assets or real estate-related assets,
will not change in a manner that adversely affects our
operations.
Rapid
changes in the values of our residential loans and other real
estate-related assets may make it more difficult for us to
maintain our qualification as a REIT or exclusion from the
Investment Company Act.
If the market value or income potential of our residential loans
and other real estate-related assets declines as a result of
increased interest rates, prepayment rates or other factors, we
may need to increase certain real estate investments and income
and/or
liquidate our non-qualifying assets if we elect to maintain our
REIT qualification or our exclusion from the Investment Company
Act. Doing so may be especially difficult if the decline in real
estate asset values
and/or
income occurs quickly. This difficulty may be exacerbated by the
illiquid nature of our investments. We may have to make
investment decisions that we otherwise would not make absent our
REIT and Investment Company Act considerations.
Our
Board of Directors may revoke or terminate our REIT election
which would result in the elimination of our REIT requirement to
distribute substantially all of our net taxable income to our
stockholders.
Our Corporate Charter permits our Board of Directors to revoke
or otherwise terminate our REIT election if the Board determines
that it is no longer in the best interests of the Company to
continue to operate as a REIT. In the event that our Board of
Directors makes such a determination we would cease to operate
as a REIT and thereafter, we would no longer be required to
distribute substantially all of our net taxable income to our
stockholders.
Tax
Risks
Summary
of U.S. federal income tax risks.
This summary of certain tax risks is limited to the
U.S. federal income tax risks addressed below. Additional
risks or issues may exist that are not addressed in this Annual
Report on
Form 10-K
and that could affect the U.S. federal tax treatment of us
or our stockholders. Investors are advised to consult with tax
experts to fully assess their tax risks.
Complying
with REIT requirements may cause us to forego otherwise
attractive opportunities.
To qualify as a REIT for U.S. federal income tax purposes,
we must continually satisfy various tests regarding the sources
of our income, the nature and diversification of our assets, the
amounts we distribute to stockholders and the ownership of our
stock. To meet these tests, we may be required to forego
investments we might otherwise make. We may be required to make
distributions to you at disadvantageous times or when we do not
have funds readily available for distribution. Thus, compliance
with the REIT requirements may hinder our investment performance.
Complying
with REIT requirements may force us to liquidate otherwise
attractive investments.
To qualify as a REIT, we must ensure that we meet the REIT gross
income tests annually and that at the end of each calendar
quarter at least 75% of the value of our total assets consists
of cash, cash items, government securities and qualified REIT
real estate assets, including certain residential loans and
mortgage-backed securities. The remainder of our investment in
securities (other than government securities and qualifying real
estate assets) generally cannot include more than 10% of the
outstanding voting securities of any one issuer or more than 10%
of the total value of the outstanding securities of any one
issuer other than a TRS. In addition, in general, no more than
5% of the value of our assets (other than government securities,
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qualifying real estate assets, and securities issued by a TRS)
can consist of the securities of any one issuer, and no more
than 25% of the value of our total securities can be represented
by securities of one or more TRSs. If we fail to comply with
these requirements at the end of any quarter, we must correct
the failure within 30 days after the end of such calendar
quarter or qualify for certain statutory relief provisions to
avoid losing our REIT qualification and suffering adverse tax
consequences. As a result, we may be required to liquidate from
our portfolio or contribute otherwise attractive investments to
a TRS. These actions could have the effect of reducing our
income and amounts available for distribution to our
stockholders.
Failure
to qualify as a REIT, or if we elect to forego REIT status,
would subject us to U.S. federal income tax and applicable state
and local taxes, which would reduce the cash available for
distribution to our stockholders.
Qualifying as a REIT requires us to meet various tests regarding
the nature of our assets and our income, the ownership of our
outstanding stock, and the amount of our distributions on an
ongoing basis. Our ability to satisfy the gross income and asset
tests depends upon our analysis of the characterization and fair
market values of our assets, some of which are not susceptible
to a precise determination, and for which we will not obtain
independent appraisals. Our compliance with the REIT annual
income and quarterly asset requirements also depends upon our
ability to successfully manage the composition of our income and
assets on an ongoing basis. Certain rules applicable to REITs
are particularly difficult to interpret or to apply in the case
of REITs investing in real estate mortgage loans that are
acquired at a discount, subject to work-outs or modifications,
or reasonably expected to be in default at the time of
acquisition. Moreover, new legislation, court decisions or
administrative guidance, in each case possibly with retroactive
effect, may make it more difficult or impossible for us to
qualify as a REIT. Thus, while we believe that we have operated
so that we will qualify as a REIT, given the highly complex
nature of the rules governing REITs, the ongoing importance of
factual determinations, including the tax treatment of certain
investments we may make, and the possibility of future changes
in our circumstances, no assurance can be given that we have
qualified or will continue to so qualify for any particular year.
If we fail to qualify or our Board of Directors chooses to
terminate our REIT status in any calendar year and we do not
qualify for certain statutory relief provisions, we would be
required to pay U.S. federal income tax on our taxable
income. We might need to borrow money or sell assets to pay that
tax. Our payment of income tax would decrease the amount of our
income available for distribution to our stockholders.
Furthermore, if we fail to maintain our qualification as a REIT
and we do not qualify for certain statutory relief provisions,
we no longer would be required to distribute substantially all
of our net taxable income to our stockholders. Unless our
failure to qualify as a REIT were excused under
U.S. federal tax laws, we would be disqualified from
taxation as a REIT for the four taxable years following the year
during which we failed to qualify.
Classification
of a securitization or financing arrangement we enter into as a
taxable mortgage pool could subject us or certain of our
stockholders to increased taxation.
We intend to structure our securitization and financing
arrangements so as to not create a taxable mortgage pool, or
TMP. However, if we have borrowings with two or more maturities
and (1) those borrowings are secured by mortgages or
mortgage-backed securities and (2) the payments made on the
borrowings are related to the payments received on the
underlying assets, then the borrowings and the pool of mortgages
or mortgage-backed securities to which such borrowings relate
may be classified as a TMP under the Code. If any part of our
investments were to be treated as a TMP, then our REIT
qualification would not be impaired, but a portion of the
taxable income we recognize may be characterized as excess
inclusion income and allocated among our stockholders to
the extent of and generally in proportion to the distributions
we make to each stockholder. Any excess inclusion income would:
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not be allowed to be offset by a stockholders net
operating losses;
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be subject to a tax as unrelated business income if a
stockholder were a tax-exempt stockholder and not a disqualified
organization as discussed below;
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be subject to the application of U.S. federal income tax
withholding at the maximum rate (without reduction for any
otherwise applicable income tax treaty) with respect to amounts
allocable to foreign stockholders; and
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be taxable (at the highest corporate tax rate) to us rather than
to you, to the extent the excess inclusion income relates to
stock held by disqualified organizations (generally, tax-exempt
organizations not subject to tax on unrelated business income,
including governmental organizations).
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REIT
distribution requirements could adversely affect our ability to
execute our business plan and may require us to incur debt or
sell assets to make such distributions.
In order to qualify as a REIT, we must distribute to our
stockholders, each calendar year, at least 90% of our REIT
taxable income (including certain items of non-cash income),
determined without regard to the deduction for dividends paid
and excluding net capital gain. To the extent that we satisfy
the 90% distribution requirement, but distribute less than 100%
of our taxable income, we are subject to U.S. federal
corporate income tax on our undistributed income. In addition,
we will incur a 4% nondeductible excise tax on the amount, if
any, by which our distributions in any calendar year are less
than a minimum amount specified under U.S. federal income
tax laws. We intend to distribute our net income to our
stockholders in a manner that will satisfy the REIT 90%
distribution requirement and to avoid the 4% nondeductible
excise tax.
Our taxable income may substantially exceed our net income as
determined by GAAP or differences in timing between the
recognition of taxable income and the actual receipt of cash may
occur. For example, we may be required to accrue interest and
discount income on mortgage loans and other types of debt
securities or interests in debt securities before we receive any
payments of interest or principal on such assets. We may also
acquire distressed debt instruments that are subsequently
modified by agreement with the borrower either directly or
pursuant to our involvement in programs recently announced by
the U.S. federal government. If the amendments to the
outstanding debt are significant modifications under
applicable regulations promulgated by the Treasury, or Treasury
Regulations, the modified debt may be considered to have been
reissued to us at a gain in a
debt-for-debt
exchange with the borrower, with gain recognized by us to the
extent that the principal amount of the modified debt exceeds
our cost of purchasing it prior to modification. We may also be
required under the terms of the indebtedness that we incur,
whether to private lenders or pursuant to government programs,
to use cash received from interest payments to make principal
payment on that indebtedness, with the effect that we will
recognize income but will not have a corresponding amount of
cash available for distribution to our stockholders.
As a result of the foregoing, we may generate less cash flow
than taxable income in a particular year and find it difficult
or impossible to meet the REIT distribution requirements in
certain circumstances. In such circumstances, we may be required
to: (i) sell assets in adverse market conditions,
(ii) borrow on unfavorable terms, (iii) distribute
amounts that would otherwise be invested in future acquisitions,
capital expenditures or repayment of debt, (iv) make a
taxable distribution of our shares as part of a distribution in
which stockholders may elect to receive shares or (subject to a
limit measured as a percentage of the total distribution) cash
or (v) use cash reserves, in order to comply with the REIT
distribution requirements and to avoid corporate income tax and
the 4% nondeductible excise tax. Thus, compliance with the REIT
distribution requirements may hinder our ability to grow, which
could adversely affect the value of our common stock.
The
tax on prohibited transactions will limit our ability to engage
in transactions, including certain methods of securitizing
residential loans, that would be treated as sales for U.S.
federal income tax purposes.
A REITs net income from prohibited transactions is subject
to a 100% tax. In general, prohibited transactions are sales or
other dispositions of property, other than foreclosure property,
but including residential loans, held primarily for sale to
customers in the ordinary course of business. We might be
subject to this tax if we sold or securitized our assets in a
manner that was treated as a sale for U.S. federal income
tax purposes. Therefore, to avoid the prohibited transactions
tax, we may choose not to engage in certain sales of assets at
the REIT level, and may securitize assets only in transactions
that are treated as financing transactions and not
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as sales for tax purposes even though such transactions may not
be the optimal execution on a pre-tax basis. We may be able to
avoid any prohibited transactions tax concerns by engaging in
securitization transactions through a TRS, subject to certain
limitations described above. To the extent that we engage in
such activities through TRSs, the income associated with such
activities will be subject to U.S. federal (and applicable
state and local) corporate income tax.
We may
be required to report taxable income for certain investments in
excess of the economic income we ultimately realize from
them.
We expect that we will acquire debt instruments in the secondary
market for less than their face amount. The amount of such
discount is generally treated as market discount for
U.S. federal income tax purposes. We have made an election,
which cannot be revoked without the consent of the IRS, to
include market discount in income on our loan assets on a basis
of a constant yield to maturity. Consequently, we will be
required to include market discount with respect to a loan in
income each period as if such loan were assured of ultimately
being collected in full. If we collect less on the debt
instrument than our purchase price plus the market discount we
had previously reported as income, we may not be able to benefit
from any offsetting loss deductions in a later taxable year.
In the event that any debt instruments acquired by us are
delinquent as to mandatory principal and interest payments, or
in the event payments with respect to a particular debt
instrument are not made when due, we may nonetheless be required
to continue to recognize the unpaid interest as taxable income
as it accrues, despite doubt as to its ultimate collectability.
In this case, while we would in general ultimately have an
offsetting loss deduction available to us when such interest was
determined to be uncollectible, the utility of that deduction
could depend on our having taxable income in that later year or
thereafter.
Finally, we or one of our TRSs may recognize taxable
phantom income as a result of modifications,
pursuant to agreements with borrowers, of debt instruments that
we acquire if the amendments to the outstanding debt are
significant modifications under applicable Treasury
Regulations.
Even
if we qualify as a REIT, we may face tax liabilities that reduce
our cash flow.
Even if we qualify for taxation as a REIT, we may be subject to
certain U.S. federal, state and local taxes on our income
and assets, including taxes on any undistributed income, tax on
income from some activities conducted as a result of a
foreclosure, and state or local income, franchise, property and
transfer taxes, including mortgage recording taxes. In addition,
we could in certain circumstances be required to pay an excise
or penalty tax (which could be significant in amount) in order
to utilize one or more relief provisions under the Code in order
to maintain or qualification as a REIT. In addition, any TRSs we
own, such as Walter Investment Holding Company, Marix Servicing
LLC, Hanover Capital Partners 2, Ltd., Best Insurors, Inc. and
Walter Investment Reinsurance Company, Ltd., may be subject to
U.S. federal, state and local corporate taxes. In order to
meet the REIT qualification requirements, or to avoid the
imposition of a 100% tax that applies to certain gains derived
by a REIT from sales of inventory or property held primarily for
sale to customers in the ordinary course of business, we may
hold some of our assets through taxable subsidiary corporations,
including TRSs. Any taxes paid by such subsidiary corporations
would decrease the cash available for distribution to our
stockholders.
The
failure of mortgage loans subject to a repurchase agreement to
qualify as a real estate asset would adversely affect our
ability to qualify as a REIT.
We may enter into repurchase agreements under which we will
nominally sell certain of our assets to a counterparty and
simultaneously enter into an agreement to repurchase the sold
assets. We believe that we will be treated for U.S. federal
income tax purposes as the owner of the assets that are the
subject of repurchase agreements and that the repurchase
agreements will be treated as secured lending transactions
notwithstanding that such agreements may transfer record
ownership of the assets to the counterparty during the term of
the agreement. It is possible, however, that the IRS could
assert that we did not own the assets during the term of the
repurchase agreement, in which case we could fail to qualify as
a REIT.
32
We may
choose to make distributions in our own stock, in which case you
may be required to pay income taxes in excess of the cash
dividends you receive.
We may distribute taxable dividends that are payable in cash and
shares of our common stock at the election of each stockholder.
Under IRS Revenue Procedure
2010-12, up
to 90% of any such taxable dividend paid could be payable in our
stock through 2012. Taxable stockholders receiving such
dividends will be required to include the full amount of the
dividend as ordinary income to the extent of our current or
accumulated earnings and profits for U.S. federal income
tax purposes. As a result, U.S. holders may be required to
pay income taxes with respect to such dividends in excess of the
cash dividends received. Accordingly, U.S. holders
receiving a distribution of our shares may be required to sell
shares received in such distribution or may be required to sell
other stock or assets owned by them, at a time that may be
disadvantageous, in order to satisfy any tax imposed on such
distribution. If a U.S. holder sells the stock that it
receives as a dividend in order to pay this tax, the sales
proceeds may be less than the amount included in income with
respect to the dividend, depending on the market price of our
stock at the time of the sale. Furthermore, with respect to
certain
non-U.S. holders,
we may be required to withhold tax with respect to such
dividends, including in respect of all or a portion of such
dividend that is payable in stock, by withholding or disposing
of part of the shares in such distribution and using the
proceeds of such disposition to satisfy the withholding tax
imposed. In addition, if a significant number of our
stockholders determine to sell shares of our common stock in
order to pay taxes owed on dividends, such sale may put downward
pressure on the trading price of our common stock.
Further, while Revenue Procedure
2010-12
applies only to taxable dividends payable by us in cash or stock
until 2012, it is unclear whether and to what extent we will be
able to pay taxable dividends in cash and stock in later years.
Moreover, various tax aspects of such a taxable cash/stock
dividend are uncertain and have not yet been addressed by the
IRS. No assurance can be given that the IRS will not impose
additional requirements in the future with respect to taxable
cash/stock dividends, including on a retroactive basis, or
assert that the requirements for such taxable cash/stock
dividends have not been met.
The
percentage of our assets represented by TRSs and the amount of
our income that we can receive in the form of TRS dividends are
subject to statutory limitations that could jeopardize our REIT
qualification.
A REIT may own up to 100% of the stock of one or more TRSs. A
TRS may earn income that would not be qualifying income if
earned directly by the parent REIT. Both the subsidiary and the
REIT must jointly elect to treat the subsidiary as a TRS. A
significant portion of our activities will likely be conducted
through one or more TRSs, and we expect that such TRSs may from
time to time hold significant assets. Overall, no more than 25%
of the value of a REITs assets may consist of stock or
securities of one or more TRSs (at the end of each quarter).
While we intend to manage our affairs so as to satisfy this
requirement, there can be no assurance that we will be able to
do so in all market circumstances.
TRSs, such as Walter Investment Holding Company, Marix Servicing
LLC, Hanover Capital Partners 2, Ltd., Best Insurors, Inc. and
Walter Investment Reinsurance Company, Ltd., that we form may
pay U.S. federal, state and local income tax on their
taxable income, and their after-tax net income will be available
for distribution to us but is not required to be distributed to
us, unless necessary to maintain our REIT qualification. We will
receive distributions from TRSs which will be classified as
dividend income to the extent of the earnings and profits of the
distributing corporation. We may from time to time need to make
such distributions in order to keep the value of our TRSs below
25% of our total assets. However, TRS dividends will generally
not constitute good income for purposes of one of
the tests we must satisfy to qualify as a REIT, namely, that at
least 75% of our gross income must in each taxable year
generally be from real estate assets. While we will be
monitoring our compliance with both this income test and the
limitation on the percentage of our assets represented by TRS
securities, and intend to conduct our affairs so as to comply
with both, the two may at times be in conflict with one another.
That is, it is possible that we may wish to distribute a
dividend from a TRS in order to reduce the value of our TRSs
below 25% of our assets, but be unable to do so without
violating the requirement that 75% of our gross income in the
taxable year be derived from real estate assets. Although there
are other measures we can take in such circumstances in order
33
to remain in compliance, there can be no assurance that we will
be able to comply with both of these tests in all market
conditions.
Despite
our qualification as a REIT, a significant portion of our income
may be earned through TRSs that are subject to U.S. federal
income taxation.
Despite our qualification as a REIT, we may be subject to a
significant amount of U.S. federal income taxes. We may
hold a significant amount of our assets from time to time in one
or more TRSs, subject to the limitation that securities in TRSs
may not represent more than 25% of our assets in order for us to
remain qualified as a REIT. In general, we intend that loans
that we originate or buy with an intention of selling in a
manner that might expose us to the 100% tax on prohibited
transactions will be originated or sold by a TRS. In
addition, loans that are to be modified will in general be held
by a TRS on the date of their modification and for a period of
time thereafter. Finally, some or all of the real estate
properties that we may from time to time acquire by foreclosure
or other procedure may be held in one or more TRSs. All taxable
income and gains derived from the assets held from time to time
in our TRSs will be subject to regular corporate income taxation.
Complying
with REIT requirements may limit our ability to hedge
effectively.
The REIT provisions of the Code may limit our ability to hedge
our assets and operations. Under these provisions, any income
that we generate from transactions intended to hedge our
interest rate risk will be excluded from gross income for
purposes of the REIT 75% and 95% gross income tests if the
instrument hedges interest rate risk on liabilities used to
carry or acquire real estate assets, and such instrument is
properly identified under applicable Treasury Regulations.
Income from hedging transactions that do not meet these
requirements will generally constitute non-qualifying income for
purposes of both the REIT 75% and 95% gross income tests. As a
result of these rules, we may have to limit our use of hedging
techniques that might otherwise be advantageous or implement
those hedges through a TRS. This could increase the cost of our
hedging activities because our TRS would be subject to tax on
gains or expose us to greater risks associated with changes in
interest rates than we would otherwise want to bear. In
addition, losses in our TRS will generally not provide any tax
benefit, except for being carried forward against future taxable
income in the TRS.
We may
be subject to adverse legislative or regulatory tax changes that
could reduce the market price of our common stock.
At any time, the U.S. federal income tax laws or
regulations governing REITs or the administrative
interpretations of those laws or regulations may be amended. We
cannot predict when or if any new U.S. federal income tax
law, regulation or administrative interpretation, or any
amendment to any existing U.S. federal income tax law,
regulation or administrative interpretation, will be adopted,
promulgated or become effective and any such law, regulation or
interpretation may take effect retroactively. We and you could
be adversely affected by any such change in, or any new,
U.S. federal income tax law, regulation or administrative
interpretation.
Dividends
payable by REITs do not qualify for reduced tax rates available
for some dividends.
Legislation enacted in 2003 generally reduces the maximum tax
rate for qualified dividends payable to domestic
stockholders that are individuals, trusts and estates to 15%
(for taxable years beginning on or before December 31,
2010). Dividends payable by REITs, however, are generally not
eligible for the reduced rates. Although this legislation does
not adversely affect the taxation of REITs or dividends paid by
REITs, and the more favorable rates applicable to regular
corporate dividends could cause investors who are individuals,
trusts, and estates to perceive investments in REITs to be
relatively less attractive than investments in stock of non-REIT
corporations that pay dividends, which could adversely affect
the value of the stock of REITs, including our common stock.
34
There
are uncertainties relating to the estimate of our special
E&P distribution, which could result in our
disqualification as a REIT.
In order to remain qualified as a REIT, we are required to
distribute to our stockholders all of our accumulated non-REIT
tax earnings and profits, or E&P prior to the close of the
taxable year. Immediately following the spin-off transaction but
prior to the Merger, a special E&P distribution consisting
of cash of approximately $16.0 million of cash and
additional WIM equity interests was made to WIMs interest
holders. We believe that the amount of WIMs special
E&P distribution equaled or exceeded the amount of
WIMs subchapter C earnings and profits, and therefore we
did not succeed to any such C corporation E&P as a result
of the Merger. There are, however, substantial uncertainties
relating to the determination of the amount of WIMs
E&P, including the possibility that the IRS could, in any
audits for tax years through 2008, successfully assert that WIM
or Walter Energys taxable income should be increased,
which would increase WIMs pre-Merger E&P. Thus, we
might fail to satisfy the requirement that we distributed all of
our subchapter C E&P. Moreover, although there are
procedures available to cure a failure to distribute all of our
subchapter C E&P, we cannot now determine whether we would
be able to take advantage of them or the economic impact on us
of doing so.
Risks
Relating to Our Relationship with Walter Energy
We may
have substantial additional liability for U.S. federal income
tax allegedly owed by Walter Energy.
Each member of a consolidated group for U.S. federal income
tax purposes is jointly and severally liable for the federal
income tax liability of each other member of the consolidated
group for any year in which it is a member of the group at any
time during such year. Accordingly, we could be liable under
such provisions in the event any such liability is incurred, and
not discharged by any other member of the Walter
Energy-controlled group for any period during which we were
included in the Walter Energy-controlled group.
A controversy exists with regard to the U.S. federal income
taxes allegedly owed by Walter Energy for fiscal years ended
August 31, 1983 through May 31, 1994. WIM predecessor
companies were included within Walter Energy during these years.
According to Walter Energys most recent public filing, the
amount of tax claimed by the IRS in an adversary proceeding in
bankruptcy court, including interest and penalties, is
substantial. Walters public filing further provides that
Walter Energy believes that, should the IRS prevail on any
issues in dispute, Walter Energys exposure is limited to
interest and possible penalties and the amount of tax claimed
will be offset by deductions in other years.
In addition, Walter Energys most recent public filing
disclosed that the IRS completed an audit of Walter
Energys federal income tax returns for the years ended
May 31, 2000 through December 31, 2005. WIM
predecessor companies were included within Walter Energy during
these years. The IRS issued
30-Day
Letters to Walter Energy proposing changes for these tax years
which Walter Energy has protested. Walter Energys filing
states that the disputed issues in this audit period are similar
to the issues remaining in the above-referenced dispute and
therefore Walter Energy believes that its financial exposure for
these years is limited to interest and possible penalties;
however, we have no knowledge as to the extent of the claim. In
addition, Walter Energy reports that the IRS has begun an audit
of Walter Energys tax returns filed for 2006 through 2008,
however, because the examination is in its early stages Walter
Energy cannot estimate the amount of any resulting tax
deficiency, if any.
While Walter Energy is obligated to indemnify us against any
such claims, as a matter of law, we are jointly and severally
liable for any final tax determination, which means that in the
event Walter Energy is unable to pay any amounts owed, we would
be liable. Walter Energy disclosed in its public filing that it
believes its filing positions have substantial merit and that
they intend to defend vigorously any claims asserted, but there
can be no assurance that Walter Energy is correct or that, if
not, they will be able to pay the amount of the claims.
35
The
tax separation agreement between us and Walter Energy allocates
to us certain tax risks associated with the spin-off of the
financing division and the Merger and imposes other obligations
that may affect our business.
Walter Energy effectively controlled all of our tax decisions
for periods during which we were a member of the Walter Energy
consolidated U.S. federal income tax group and certain
combined, consolidated, or unitary state and local income tax
groups. Under the terms of the tax separation agreement between
Walter Energy and WIM dated April 17, 2009, WIM generally
computes WIMs tax liability for purposes of its taxable
years ended December 31, 2008 and April 16, 2009, on a
stand-alone basis, but Walter Energy has sole authority to
respond to and conduct all tax proceedings (including tax
audits) relating to WIMs U.S. federal income and
combined state returns, to file all such returns on WIMs
behalf and to determine the amount of WIMs liability to
(or entitlement to payment from) Walter Energy for such periods.
This arrangement may result in conflicts of interests between us
and Walter Energy. In addition, the tax separation agreement
provides that if the spin-off is determined not to be tax-free
pursuant to Section 355 of the Code, WIM (and therefore we)
generally will be responsible for any taxes incurred by Walter
Energy or its stockholders if such taxes result from certain of
our actions or omissions or for a percentage of any such taxes
that are not a direct result of either our or Walter
Energys actions or omissions based upon a designated
allocation formula. Additionally, to the extent that Walter
Energy was unable to pay taxes, if any, attributable to the
spin-off and for which it is responsible under the tax
separation agreement, we could be liable for those taxes as a
result of WIM being a member of the Walter Energy consolidated
group for the year in which the spin-off occurred. Moreover, the
tax separation agreement obligates WIM to take certain tax
positions that are consistent with those taken historically by
Walter Energy. In the event we do not take such positions, we
could be liable to Walter Energy to the extent our failure to do
so results in an increased tax liability or the reduction of any
tax asset of Walter Energy.
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ITEM 1B.
|
UNRESOLVED
STAFF COMMENTS
|
None.
Our executive offices and principal administrative offices are
located at 3000 Bayport Drive, Suite 1100, Tampa, Florida,
33607. Our centralized servicing operations occupies
approximately 41,000 square feet of leased office space in
Phoenix, Arizona. In addition, our field servicing operations
leases 67 smaller offices located throughout the southeastern US.
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ITEM 3.
|
LEGAL
PROCEEDINGS
|
We are not currently a party to any lawsuit or proceeding which,
in the opinion of management, is likely to have a material
adverse effect on our business, financial condition, or results
of operation.
Notwithstanding the above, we are involved in litigation,
investigations and claims arising out of the normal conduct of
our business. We estimate and accrue liabilities resulting from
such matters based on a variety of factors, including
outstanding legal claims and proposed settlements and
assessments by internal counsel of pending or threatened
litigation. These accruals are recorded when the costs are
determined to be probable and are reasonably estimable. We
believe we have adequately accrued for these potential
liabilities; however, facts and circumstances may change that
could cause the actual liabilities to exceed the estimates, or
that may require adjustments to the recorded liability balances
in the future.
Notwithstanding the foregoing, WMC is a party to a lawsuit
entitled Casa Linda Homes, et al. v. Walter Mortgage
Company, et al., Cause
No. C-2918-08-H,
389th Judicial District Court of Hidalgo County, Texas, claiming
breach of contract, fraud, negligent misrepresentation, breach
of fiduciary duty and bad faith, promissory estoppel and unjust
enrichment. The plaintiffs are seeking actual and exemplary
damages, the amount of which have not been specified, but if
proven could be material. The allegations arise from a claim
that we breached a contract with the plaintiffs by failing to
purchase a certain amount of loan pool packages
36
from the corporate plaintiff, a Texas real estate developer. We
believe the case to be without merit and are vigorously pursuing
the defense of the claim.
As discussed in Note 20 of Notes to Consolidated
Financial Statements, Walter Energy is in disputes with
the IRS on a number of federal income tax issues. Walter Energy
has stated in its public filings that it believes that all of
its current and prior tax filing positions have substantial
merit and that Walter Energy intends to defend vigorously any
tax claims asserted. Under the terms of the tax separation
agreement between us and Walter Energy dated April 17,
2009, Walter Energy is responsible for the payment of all
federal income taxes (including any interest or penalties
applicable thereto) of the consolidated group, which includes
the aforementioned claims of the IRS. However, to the extent
that Walter Energy is unable to pay any amounts owed, we could
be responsible for any unpaid amounts.
PART II
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ITEM 5.
|
MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
|
On April 20, 2009, following the effective date of the
Merger between WIM and Hanover, our common stock commenced
trading on the NYSE Amex under the symbol WAC. Prior
to April 20, 2009, our common stock was traded on the NYSE
Amex under the symbol HCM. As of March 3, 2011,
there were 25,801,634 shares of common stock outstanding.
As of March 3, 2011, there were 167 record holders of our
common stock.
The following table sets forth the high and low closing sales
prices for our common stock for the periods indicated. For
periods prior to April 20, 2009, the information below
relates to legacy Hanover. The prices indicated below account
for a 50-to-1 reverse stock split effective on April 20,
2009.
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|
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|
|
|
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|
|
|
|
|
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2010
|
|
2009
|
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
First Quarter
|
|
$
|
16.81
|
|
|
$
|
13.56
|
|
|
$
|
11.50
|
|
|
$
|
5.50
|
|
Second Quarter
|
|
|
18.99
|
|
|
|
15.00
|
|
|
|
14.15
|
|
|
|
5.90
|
|
Third Quarter
|
|
|
18.00
|
|
|
|
15.58
|
|
|
|
18.13
|
|
|
|
13.01
|
|
Fourth Quarter
|
|
|
18.44
|
|
|
|
16.51
|
|
|
|
16.23
|
|
|
|
11.83
|
|
The following table lists the per share cash dividends declared
on each share of our common stock for the periods indicated. For
periods prior to April 20, 2009, the information below
relates to legacy Hanover.
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Cash Dividends
|
|
|
Declared per Share
|
|
2010
|
|
|
|
|
First Quarter ended March 31, 2010
|
|
$
|
0.00
|
|
Second Quarter ended June 30, 2010
|
|
|
0.50
|
|
Third Quarter ended September 30, 2010
|
|
|
0.50
|
|
Fourth Quarter ended December 31, 2010
|
|
|
1.00
|
|
2009
|
|
|
|
|
First Quarter ended March 31, 2009
|
|
$
|
0.00
|
|
Second Quarter ended June 30, 2009
|
|
|
0.00
|
|
Third Quarter ended September 30, 2009
|
|
|
0.50
|
|
Fourth Quarter ended December 31, 2009
|
|
|
1.00
|
|
37
Notice of Capital Gains paid to stockholders:
A portion of the dividends paid during (or attributed to)
calendar year 2010 are properly treated as capital gains, as set
forth below:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 Total
|
|
2010
|
|
2010
|
Declaration
|
|
Ex-Dividend
|
|
Record
|
|
Payable
|
|
Distribution
|
|
Ordinary
|
|
Long-Term
|
Date
|
|
Date
|
|
Date
|
|
Date
|
|
per Share
|
|
Income
|
|
Capital Gain
|
|
4/30/2010
|
|
|
5/12/2010
|
|
|
|
5/14/2010
|
|
|
|
5/28/2010
|
|
|
$
|
0.50
|
|
|
$
|
0.457
|
|
|
$
|
0.043
|
|
8/3/2010
|
|
|
8/11/2010
|
|
|
|
8/13/2010
|
|
|
|
8/27/2010
|
|
|
|
0.50
|
|
|
|
0.457
|
|
|
|
0.043
|
|
11/2/2010
|
|
|
11/9/2010
|
|
|
|
11/12/2010
|
|
|
|
11/24/2010
|
|
|
|
0.50
|
|
|
|
0.457
|
|
|
|
0.043
|
|
12/10/2010
|
|
|
12/21/2010
|
|
|
|
12/23/2010
|
|
|
|
1/14/2011
|
|
|
|
0.50
|
|
|
|
0.457
|
|
|
|
0.043
|
|
The Company plans to make an available election that will treat
a portion of its dividends paid in 2011 as paid in 2010 for
purposes of the Companys dividends paid deduction. The
amount will be taxable to the stockholders in 2011.
As long as we elect to maintain REIT status, we expect to pay
dividends to our stockholders of all or substantially all of our
net income in each year to qualify for the tax benefits accorded
to a REIT under the Code. All distributions will be made at the
discretion of our Board of Directors and will depend on our
earnings, both tax and GAAP, financial condition, decision to
maintain REIT status and such other factors as the Board of
Directors deems relevant.
38
|
|
ITEM 6.
|
SELECTED
FINANCIAL DATA
|
The following table sets forth certain selected consolidated
financial data of Walter Investment and its predecessors. As a
result of the Merger with Hanover, which for accounting purposes
was treated as a reverse acquisition, the historical operations
of WIM have been presented as the historical financial
statements of Walter Investment.
We derived the summary historical consolidated financial
information as of and for the years ended December 31,
2010, 2009, 2008, 2007, and 2006 from Walter Investment and its
predecessors audited consolidated financial statements.
Because our business has changed substantially due to the fact
that we now conduct our business as an independent, publically
traded company, our historical financial information does not
reflect what our results of operations, financial position or
cash flows would have been had we been an independent, publicly
traded company during all of the periods resented. Therefore,
the historical annual results presented herein are not
necessarily indicative of the results that may be expected for
any future period.
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|
|
|
|
|
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|
|
|
|
|
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Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands, except share and per share data)
|
|
|
Total net interest income
|
|
$
|
83,477
|
|
|
$
|
85,646
|
|
|
$
|
71,967
|
|
|
$
|
80,889
|
|
|
$
|
82,508
|
|
Less: Provision for loan losses
|
|
|
6,526
|
|
|
|
9,441
|
|
|
|
13,103
|
|
|
|
8,226
|
|
|
|
4,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net interest income after provision for loan losses
|
|
|
76,951
|
|
|
|
76,205
|
|
|
|
58,864
|
|
|
|
72,663
|
|
|
|
78,255
|
|
Total non-interest income
|
|
|
14,729
|
|
|
|
12,970
|
|
|
|
9,653
|
|
|
|
10,648
|
|
|
|
10,656
|
|
Total non-interest expenses
|
|
|
53,335
|
|
|
|
51,557
|
|
|
|
62,981
|
|
|
|
44,518
|
|
|
|
43,162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
38,345
|
|
|
|
37,618
|
|
|
|
5,536
|
|
|
|
38,793
|
|
|
|
45,749
|
|
Income tax expense (benefit)
|
|
|
1,277
|
|
|
|
(76,161
|
)
|
|
|
3,099
|
|
|
|
14,530
|
|
|
|
17,261
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
37,068
|
|
|
$
|
113,779
|
(1)
|
|
$
|
2,437
|
(2)
|
|
$
|
24,263
|
|
|
$
|
28,488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income per common and common equivalent share
|
|
$
|
1.38
|
|
|
$
|
5.26
|
|
|
$
|
0.12
|
|
|
$
|
1.22
|
|
|
$
|
1.43
|
|
Weighted average common and common equivalent shares
outstanding basic(3)
|
|
|
26,431,853
|
|
|
|
21,496,369
|
|
|
|
19,871,205
|
|
|
|
19,871,205
|
|
|
|
19,871,205
|
|
Diluted income per common and common equivalent share
|
|
$
|
1.38
|
|
|
$
|
5.25
|
|
|
$
|
0.12
|
|
|
$
|
1.22
|
|
|
$
|
1.43
|
|
Weighted average common and common equivalent shares
outstanding diluted(3)
|
|
|
26,521,311
|
|
|
|
21,564,621
|
|
|
|
19,871,205
|
|
|
|
19,871,205
|
|
|
|
19,871,205
|
|
Cash dividends declared per common and common equivalent share
|
|
$
|
2.00
|
|
|
$
|
1.50
|
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
Residential loans
|
|
$
|
1,621,485
|
|
|
$
|
1,644,346
|
|
|
$
|
1,771,675
|
|
|
$
|
1,829,607
|
|
|
$
|
1,775,463
|
|
Total assets
|
|
$
|
1,895,490
|
|
|
$
|
1,887,674
|
|
|
$
|
1,898,841
|
|
|
$
|
1,977,358
|
|
|
$
|
1,937,213
|
|
Total mortgage-backed debt
|
|
$
|
1,281,555
|
|
|
$
|
1,267,454
|
|
|
$
|
1,372,821
|
(4)
|
|
$
|
1,706,218
|
|
|
$
|
1,736,706
|
|
Equity
|
|
$
|
555,488
|
|
|
$
|
568,184
|
|
|
$
|
411,477
|
|
|
$
|
136,401
|
|
|
$
|
70,053
|
|
|
|
|
(1) |
|
During the year ended December 31, 2009, the Company
recorded $2.1 million of spin-off and merger-related
charges, as well as a $77.1 million tax benefit largely due
to the reversal of $82.1 million in mortgage-related
deferred tax liabilities that were no longer applicable as a
result of the Companys REIT qualification. |
|
|
|
|
|
(2) |
|
During the year ended December 31, 2008, the Company
recorded a $17.0 million interest rate hedge
ineffectiveness charge, a $12.3 million goodwill impairment
charge and a $3.9 million provision for estimated hurricane
insurance losses. |
|
(3) |
|
In accordance with the accounting standards on earnings per
share, the basic and diluted earnings per share amounts have
been adjusted for the years ended December 31, 2010 and
2009 to include outstanding unvested restricted stock and
restricted stock units in the basic weighted average shares
outstanding calculation. The |
39
|
|
|
|
|
basic and diluted earnings per share amounts for the years ended
December 31, 2008, 2007, and 2006 were not adjusted
retrospectively as these amounts reflect the shares issued on
April 17, 2009, the date of the spin-off from Walter Energy. |
|
|
ITEM 7.
|
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
The following discussion should be read in conjunction with the
consolidated financial statements and notes thereto appearing
elsewhere in this Annual Report on
Form 10-K.
Historical results and trends which might appear should not be
taken as indicative of future operations. Our results of
operations and financial condition, as reflected in the
accompanying statements and related footnotes, are subject to
managements evaluation and interpretation of business
conditions, changing capital market conditions, and other
factors.
Our
Company
We are a mortgage servicer and mortgage portfolio owner
specializing in credit-challenged, non-conforming residential
loans primarily in the southeastern United States, or
U.S. We originate, purchase, and provide property insurance
for residential loans. We also provide ancillary mortgage
advisory services. At December 31, 2010, we had five wholly
owned, primary subsidiaries: Hanover Capital Partners 2, Ltd.,
doing business as Hanover Capital, Walter Mortgage Company, LLC,
or WMC, Best Insurors, Inc., or Best, Walter Investment
Reinsurance Company, Ltd., or WIRC, and Marix Servicing LLC, or
Marix. We currently operate as an internally managed, publicly
traded real estate investment trust, or REIT.
Our business, headquartered in Tampa, Florida, was established
in 1958 as the financing business of Walter Energy, Inc.,
formerly known as Walter Industries, Inc., or Walter Energy.
Throughout our history, we have purchased residential loans
originated by Walter Energys homebuilding business, Jim
Walter Homes, Inc., or JWH, originated and purchased residential
loans on our own behalf, and serviced these residential loans to
maturity. We have continued these servicing activities since
spinning off from Walter Energy in April 2009. In 2010, we began
acquiring pools of residential loans from third parties. In
November of 2010, we acquired Marix, a high-touch
specialty mortgage servicer based in Phoenix, Arizona. Through
out this Annual Report on
Form 10-K,
references to residential loans refer to residential
mortgage loans and residential retail installment agreements and
references to borrowers refer to borrowers under our
residential mortgage loans and installment obligors under our
residential retail installment agreements. Over the past
50 years, we have developed significant expertise in
servicing credit-challenged accounts through our differentiated
high-touch approach which involves significant
face-to-face
borrower contact by trained servicing personnel strategically
located in the markets where our borrowers reside. Currently, we
employ 349 professionals and service over 39,000 individual
residential loans for our owned portfolio and for our
third-party customers.
We have historically funded our residential loans through the
securitization market. In particular, we organized Mid-State
Trust II, or Trust II (whose assets are pledged to
Trust IV), Mid-State Trust IV, or Trust IV,
Mid-State Trust VI, or Trust VI, Mid-State
Trust VII, or Trust VII, Mid-State Trust VIII, or
Trust VIII, Mid-State Trust X, or Trust X,
Mid-State Trust XI, or Trust XI, Mid-State Capital
Corporation
2004-1
Trust, or
Trust 2004-1,
Mid-State Capital Corporation
2005-1
Trust, or
Trust 2005-1,
and Mid-State Capital Corporation
2006-1
Trust, or
Trust 2006-1,
for the purpose of purchasing or originating residential loans
with the net proceeds from the issuance of mortgage-backed or
asset-backed notes. In November 2010, we returned to the
securitization market with the organization of Mid-State Capital
Trust 2010-1,
or
Trust 2010-1.
Trust 2010-1
was organized for the purpose of leveraging a portion of our
existing unencumbered residential loan portfolio. We acquired
the Hanover Capital Grantor Trust from Hanover as part of the
Merger. We aggregate these securitizations into one group
representing the securitizations of residential loans,
(collectively, the Securitization Trusts or Trusts). The
beneficial interests in the Trusts are owned either directly by
Walter Investment or indirectly by Mid-State Capital, LLC, or
Mid-State, a wholly-owned subsidiary of Walter Investment.
40
Our mortgage-backed debt is non-recourse and not
cross-collateralized and therefore must be satisfied exclusively
from the proceeds of the residential loans and real estate
owned, or REO, held in each securitization trust. As of
December 31, 2010, our eleven separate securitization
trusts had an aggregate of $1.3 billion of outstanding
debt, which fund residential loans and REO with a carrying value
of $1.6 billion. Approximately $0.1 billion of our
residential loans were unencumbered at December 31, 2010.
We perform the servicing function for the residential loans held
within the ten securitization trusts owned by either Walter
Investment or Mid-State, as well as the unencumbered residential
loans.
The securitization trusts contain provisions that require that
the cash payments received from the underlying residential loans
be applied to reduce the principal balance of the outstanding
mortgage-backed and asset-backed notes or the Trust Notes
unless certain overcollateralization or other similar targets
are satisfied. The securitization trusts also contain
delinquency and loss triggers, that, if exceeded, allocate any
excess overcollateralization to paying down the outstanding
principal balance of the Trust Notes for that particular
securitization at an accelerated pace. Assuming no servicer
trigger events have occurred and the overcollateralization
targets have been met, any excess cash is released to us either
monthly or quarterly, in accordance with the terms of the
respective underlying trust agreements. As of December 31,
2010, Mid-State
Trust 2006-1
exceeded certain triggers and did not provide any excess cash
flow to us. The delinquency rate for trigger calculations, which
includes REO, was at 11.84% compared to a trigger level of
8.00%. However, this is an improvement from a level of 14.04%
one year prior. The delinquency trigger for Mid-State
Trust 2005-1
was exceeded in November 2009 and cured during the three months
ended June 30, 2010. The loss trigger for Trust X was
exceeded in October 2006 and cured during the three months ended
March 31, 2010. With the exception of
Trust 2006-1
which exceeded its trigger and the recently cured
Trust 2005-1
and Trust X, none of our other securitization trusts have
reached the levels of underperformance that would result in a
trigger breach causing a delay in cash releases.
Our objective is to provide attractive risk-adjusted returns to
our stockholders. We seek to achieve this objective through
maximizing income from our existing residential loan portfolio,
future investments in performing,
sub-performing
and non-performing residential loans and the servicing of third
party portfolios of residential loans.
Business
Separation and Merger
On September 30, 2008, Walter Energy outlined its plans to
separate its financing business from its core natural resources
business through a spin-off to stockholders and subsequent
merger with Hanover. In furtherance of these plans, on
September 30, 2008, Walter Energy and Walter Investment
Management LLC, or WIM, entered into a definitive agreement to
merge with Hanover which agreement was amended and restated on
February 17, 2009. Immediately prior to the spin-off,
substantially all of the assets and liabilities related to the
Financing business were contributed, through a series of
transactions, to WIM in return for all of WIMs membership
units. On April 17, 2009, immediately following the
spin-off from Walter Energy, WIM was merged with and into
Hanover with Hanover continuing as the surviving corporation in
the Merger. Following the Merger, Hanover was renamed Walter
Investment Management Corp. After the spin-off and Merger,
Walter Energys stockholders that became members of WIM as
a result of the spin-off, and certain holders of options to
acquire limited liability company interests of WIM, collectively
owned 98.5% of the shares of common stock of the surviving
corporation in the Merger, while stockholders of Hanover owned
1.5% of the shares of common stock of such corporation. As a
result, the business combination has been accounted for as a
reverse acquisition, with WIM considered the accounting
acquirer. On April 20, 2009, our common stock began trading
on the NYSE Amex under the symbol WAC.
Although Hanover was the legal and tax surviving entity in the
Merger, for accounting purposes the Merger was treated as a
reverse acquisition of the operations of Hanover and has been
accounted for pursuant to the business combinations guidance,
with WIM as the accounting acquirer. As such, the
pre-acquisition financial statements of WIM are treated as the
historical financial statements of Walter Investment. The
Hanover assets acquired and the liabilities assumed were
recorded at the date of acquisition, April 17, 2009, at
their respective fair values. The results of operations of
Hanover were included in the consolidated statements of income
for periods subsequent to the Merger.
41
On April 17, 2009, we completed our separation from Walter
Energy. In connection with the separation, WIM and Walter Energy
executed the following transactions or agreements which involved
no cash:
|
|
|
|
|
Walter Energy distributed 100% of its interest in WIM to holders
of Walter Energys common stock;
|
|
|
|
All intercompany balances between WIM and Walter Energy were
settled with the net balance recorded as a dividend to Walter
Energy;
|
|
|
|
In accordance with the Tax Separation Agreement, Walter Energy
will, in general, be responsible for any and all taxes reported
on any joint return through the date of the separation, which
may also include WIM for periods prior to the separation. WIM
will be responsible for any and all taxes reported on any WIM
separate tax return and on any consolidated returns for Walter
Investment subsequent to the separation;
|
|
|
|
Walter Energys share-based awards held by WIM employees
were converted to equivalent share-based awards of Walter
Investment, with the number of shares and the exercise price
being equitably adjusted to preserve the intrinsic value. The
conversion was accounted for as a modification under the
provisions of the guidance concerning stock compensation.
|
The assets and liabilities transferred to WIM from Walter Energy
also included $26.6 million in cash, which was contributed
to WIM by Walter Energy on April 17, 2009. Following the
spin-off, WIM paid a taxable dividend consisting of cash of
$16.0 million and additional equity interests to its
members. The Merger occurred immediately following the spin-off
and taxable dividend on April 17, 2009. The surviving
company continues to operate as a publicly traded REIT
subsequent to the Merger.
Acquisition
of Marix
On August 25, 2010, we entered into a definitive agreement
with Marathon Asset Management, L.P., or Marathon, and an
individual seller to purchase 100% of the outstanding ownership
interests of Marix. The acquisition was effective as of
November 1, 2010. Marix is a high-touch specialty mortgage
servicer, based in Phoenix, Arizona, focused on default
management, borrower outreach, loss mitigation, liquidation
strategies, component servicing and specialty servicing. Marix
is a significant component of our high-touch asset management
and servicing platform, allowing us to expand our portfolio
acquisition and revenue growth opportunities both geographically
throughout the U.S. and in terms of volume.
The purchase price for the acquisition was a cash payment due at
closing of less than $0.1 million plus contingent earn-out
payments. The earn-out payments are driven by net servicing
revenue in Marixs existing business in excess of a base of
$3.8 million per quarter. The payments are due within
30 days after the end of each fiscal quarter through the
three year period ended December 31, 2013. The estimated
liability for future earn-out payments is recorded in accounts
payable and other accrued liabilities. In accordance with the
accounting guidance on business combinations, any future
adjustments to the estimated earn-out liability would be
recognized in the earnings of that period.
The purchase price of Marix has been allocated to the tangible
assets acquired and liabilities assumed based on
managements estimates of their current fair values.
Acquisition-related transaction costs, including legal and
accounting fees and other external costs directly related to the
acquisition, were expensed as incurred. The business
combinations guidance requires that a gain be recorded when the
fair value of the net assets acquired is greater than the fair
value of the consideration transferred. We obtained the assets
at a bargain and recognized a gain of approximately
$0.4 million recorded in other income, net in the fourth
quarter of 2010.
Basis of
Presentation
The consolidated financial statements reflect the historical
operations of the financing business which was operated as part
of Walter Energy prior to the spin-off. Under Walter
Energys ownership, the financing business operated through
separate subsidiaries. A direct ownership relationship did not
exist among the legal entities prior to the contribution to WIM.
The combined financial statements of WMC, Best and WIRC
42
(collectively representing substantially all of Walter
Energys Financing business prior to the Merger) are
considered the predecessor to WIM for accounting purposes. The
combined financial statements of WMC, Best and WIRC have become
WIMs historical financial statements for periods prior to
the Merger. Since the Merger constitutes a reverse acquisition
for accounting purposes, the pre-acquisition consolidated
financial statements of WIM are treated as the historical
financial statements of Walter Investment. The consolidated
financial statements have been prepared in accordance with GAAP,
which requires management to make estimates and assumptions that
affect the amounts reported in the consolidated financial
statements. Actual results could differ from those estimates.
All significant intercompany balances have been eliminated in
the consolidated financial statements. The results of operations
for acquired companies are included from the respective date of
acquisition.
Critical
Accounting Policies
While all significant accounting policies are important to our
consolidated financial statements, some of these policies may be
viewed as critical. Critical policies are those that are most
important to the portrayal of our financial condition and
require our most difficult, subjective and complex estimates and
assumptions that affect the reported amounts of assets,
liabilities, revenues, expenses and related disclosures. These
estimates are based upon our historical experience and on
various assumptions that we believe to be reasonable under the
circumstances. Our actual results may differ from these
estimates under different assumptions or conditions. We believe
our most critical accounting policies are as follows:
Residential
Loans and Revenue Recognition
Residential loans consist of residential mortgage loans and
residential retail installment agreements originated by the
Company and acquired from other originators, principally JWH, or
more recently, acquired as part of a pool. Residential loans
originated for or acquired from JWH are initially recorded at
the discounted value of the future payments using an imputed
interest rate, net of yield adjustments such as deferred loan
origination fees and associated direct costs, premiums and
discounts and are stated at amortized cost. The imputed interest
rate used represents the estimated prevailing market rate of
interest for credit of similar terms issued to borrowers with
similar credit. The Company has had minimal origination activity
subsequent to May 1, 2008, when the Company ceased
purchasing new originations from JWH or providing financing to
new customers of JWH. New originations subsequent to May 1,
2008 relate to the financing of sales of REO properties. The
imputed interest rate on these financings is based on observable
market mortgage rates, adjusted for variations in expected
credit losses where market data is unavailable. Variations in
the estimated market rate of interest used to initially record
residential loans could affect the timing of interest income
recognition. Residential loans acquired in a pool are generally
purchased at discounts to their unpaid principal balance, are
recorded at their purchase price, and stated at amortized cost.
Interest income on the Companys residential loans is a
combination of the interest earned based on the outstanding
principal balance of the underlying loan, the contractual terms
of the mortgage loan and retail installment agreement and the
amortization of yield adjustments, principally premiums and
discounts. The retail installment agreement states the maximum
amount to be charged to borrowers, and ultimately recognized as
interest income, based on the contractual number of payments and
dollar amount of monthly payments. Yield adjustments are
deferred and recognized over the estimated life of the loan as
an adjustment to yield using the level yield method. The Company
uses actual and estimated cash flows to derive an effective
level yield. Residential loan pay-offs received in advance of
scheduled maturity (voluntary prepayments) affect the amount of
interest income due to the recognition at that time of any
remaining unamortized premiums or discounts arising from the
loans inception.
Residential loans are placed on non-accrual status when any
portion of the principal or interest is 90 days past due.
When placed on non-accrual status, the related interest
receivable is reversed against interest income of the current
period. Interest income on non-accrual loans, if received, is
recorded using the cash method of accounting. Residential loans
are removed from non-accrual status when the amount financed and
the associated interest are no longer over 90 days past
due. If a non-accrual loan is returned to accruing status the
accrued interest, at the date the residential loan is placed on
non-accrual status, and forgone interest during the
43
non-accrual period, are recorded as interest income as of the
date the loan no longer meets the non-accrual criteria. The past
due or delinquency status of residential loans is generally
determined based on the contractual payment terms. The
calculation of delinquencies excludes from delinquent amounts
those accounts that are in bankruptcy proceedings that are
paying their mortgage payments in contractual compliance with
the bankruptcy court approved mortgage payment obligations. Loan
balances are charged off when it becomes evident that balances
are not fully collectible.
The Company sells REO which was foreclosed from borrowers in
default of their loans or notes. Sales of REO involve the sale
and, in most circumstances, the financing of both the home and
related real estate. Income from the sales of REO are recognized
by the full accrual method where appropriate. However, the
requirement for a minimum 5% initial cash investment (for
primary residences), frequently is not met. When this is the
case, losses are immediately recognized, and gains are deferred
and recognized by the installment method until the
borrowers investment reaches the minimum 5%. At that time,
income is recognized by the full accrual method.
Acquired loans follow the accounting guidance for loans and debt
securities acquired with deteriorated credit quality, when
applicable. At acquisition, the Company reviews each loan or
pool of loans to determine whether there is evidence of
deterioration in credit quality since origination and if it is
probable that the Company will be unable to collect all amounts
due according to the loans contractual terms. The Company
considers expected prepayments and estimates the amount and
timing of undiscounted expected principal, interest and other
cash flows for each loan or pool of loans meeting the criteria
above, and determines the excess of the loans or
pools scheduled contractual principal and contractual
interest payments over all cash flows expected at acquisition as
an amount that should not be accreted (non-accretable
difference). The remaining amount, representing the excess or
deficit of the loans or pools cash flows expected to
be collected over the amount paid, is accreted or amortized into
interest income over the remaining life of the loan or pool
(accretable yield). These loans are reflected in the
consolidated balance sheets net of these discounts.
Periodically, the Company evaluates the expected cash flows for
each loan or pool of loans. An additional allowance for loan
losses is recognized if it is probable the Company will not
collect all of the cash flows expected to be collected as of the
acquisition date. If the re-evaluation indicates a loan or pool
of loans expected cash flows has significantly increased
when compared to previous estimates, the prospective yield will
be increased to recognize the additional income over the life of
the asset.
Allowance
for Loan Losses on Residential Loans
The allowance for loan losses represents managements
estimate of probable incurred credit losses inherent in our
residential loan portfolio as of the balance sheet date. The
Company has one portfolio segment and class that consist
primarily of subprime residential loans. The risk
characteristics of the portfolio segment and class relate to
credit exposure. The method for monitoring and assessing the
credit risk is the same throughout the portfolio. The allowance
for loan losses on residential loans includes two components:
(1) specifically identified residential loans that are
evaluated individually for impairment and (2) all other
residential loans that are considered a homogenous pool that are
collectively evaluated for impairment.
The Company reviews all residential loans for impairment and
determines a residential loan is impaired when, based on current
information and events, it is probable that the Company will be
unable to collect amounts due according to the original
contractual terms of the loan agreement. Factors considered in
assessing collectability include, but are not limited to, a
borrowers extended delinquency and the initiation of
foreclosure proceedings. Loans that experience insignificant
payment delays and payment shortfalls generally are not
classified as impaired. Management determines the significance
of payment delays and payment shortfalls on a
case-by-case
basis, taking into consideration all of the circumstances
surrounding the loan and the borrower, including the length of
delay, the reasons for the delay, the borrowers prior
payment record, and the amount of the shortfall in relation to
the principal and interest owed. The Company determines a
specific impairment allowance generally based on the difference
between the carrying value of the residential loan and the
estimated fair value of the collateral.
44
The determination of the level of the allowance for loan losses
and, correspondingly, the provision for loan losses, for the
residential loans evaluated collectively is based on, but not
limited to, delinquency levels and trends, prior loan loss
severity experience, and managements judgment and
assumptions regarding various matters, including the composition
of the residential loan portfolio, known and inherent risks in
the portfolio, the estimated value of the underlying real estate
collateral, the level of the allowance in relation to total
loans and to historical loss levels, current economic and market
conditions within the applicable geographic areas surrounding
the underlying real estate, changes in unemployment levels and
the impact that changes in interest rates have on a
borrowers ability to refinance their loan and to meet
their repayment obligations. Management continuously evaluates
these assumptions and various other relevant factors impacting
credit quality and inherent losses when quantifying our exposure
to credit losses and assessing the adequacy of our allowance for
such losses as of each reporting date. The level of the
allowance is adjusted based on the results of managements
analysis. Generally, as residential loans age, the credit
exposure is reduced, resulting in decreasing provisions.
Given continuing pressure on residential property values,
especially in our southeastern U.S. market, continued high
unemployment and a generally uncertain economic backdrop, we
expect the allowance for loan losses to continue to remain
elevated until such time as we experience a sustained
improvement in the credit quality of the residential loan
portfolio. The future growth of the allowance is highly
correlated to unemployment levels and changes in home prices
within our markets.
While we consider the allowance for loan losses to be adequate
based on information currently available, future adjustments to
the allowance may be necessary if circumstances differ
substantially from the assumptions used by management in
determining the allowance for loan losses.
Real
Estate Owned
REO, which consists of real estate acquired in satisfaction of
residential loans, is recorded at the lower of cost or estimated
fair value less estimated costs to sell, based upon historical
resale recovery rates and current market conditions, with any
difference between the fair value of the property and the
carrying value of the loan recorded as a charge-off. Subsequent
declines in value are reported as adjustments to the carrying
amount and are recorded in real estate owned expenses, net.
Gains or losses resulting from the sale of REO are recognized in
real estate owned expenses, net at the date of sale. Costs
relating to the improvement of the property are capitalized to
the extent the balance does not exceed fair value, whereas those
relating to maintaining the property are charged to real estate
owned expenses, net.
45
Results
of Operations
2010
Summary Results of Operations
Revenue
by Portfolio Type
For the years ended December 31, 2010 and 2009, we reported
net income of $37.1 million and $113.8 million,
respectively. The main components of the change in net income
for the years ended December 31, 2010 and 2009 are detailed
in the following table (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
|
|
|
|
December 31,
|
|
|
Increase/
|
|
|
|
2010
|
|
|
2009
|
|
|
(Decrease)
|
|
|
Net interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
166,188
|
|
|
$
|
175,372
|
|
|
$
|
(9,184
|
)
|
Less: Interest expense
|
|
|
82,711
|
|
|
|
89,726
|
|
|
|
(7,015
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
83,477
|
|
|
|
85,646
|
|
|
|
(2,169
|
)
|
Less: Provision for loan losses
|
|
|
6,526
|
|
|
|
9,441
|
|
|
|
(2,915
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses
|
|
|
76,951
|
|
|
|
76,205
|
|
|
|
746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium revenue
|
|
|
9,163
|
|
|
|
10,041
|
|
|
|
(878
|
)
|
Servicing revenue and fees
|
|
|
2,267
|
|
|
|
|
|
|
|
2,267
|
|
Other income, net
|
|
|
3,299
|
|
|
|
2,929
|
|
|
|
370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
14,729
|
|
|
|
12,970
|
|
|
|
1,759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues, net
|
|
|
91,680
|
|
|
|
89,175
|
|
|
|
2,505
|
|
Total non-interest expenses
|
|
|
53,335
|
|
|
|
51,557
|
|
|
|
1,778
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
38,345
|
|
|
|
37,618
|
|
|
|
727
|
|
Income tax expense (benefit)
|
|
|
1,277
|
|
|
|
(76,161
|
)
|
|
|
(77,438
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
37,068
|
|
|
$
|
113,779
|
|
|
$
|
(76,711
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Interest Income
Our results of operations for our portfolio during a given
period typically reflect the net interest spread earned on our
residential loan portfolio. The net interest spread is impacted
by factors such as the interest rate our residential loans are
earning and our cost of funds. Furthermore, the amount of
discount on the residential loans will impact the net interest
spread as such amounts will be amortized over the expected term
of the residential loans and the amortization will be
accelerated due to voluntary prepayments.
The following table summarizes the average balance, interest and
weighted average yield on residential loan assets and
mortgage-backed debt for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Twelve Months Ended December 31,
|
|
|
2010
|
|
2009
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Balance
|
|
Interest
|
|
Yield
|
|
Balance
|
|
Interest
|
|
Yield
|
|
Interest-bearing assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential Loans
|
|
$
|
1,649,700
|
|
|
$
|
166,188
|
|
|
|
10.07
|
%
|
|
$
|
1,726,326
|
|
|
$
|
175,372
|
|
|
|
10.16
|
%
|
Interest-bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed debt
|
|
$
|
1,274,505
|
|
|
$
|
82,711
|
|
|
|
6.49
|
%
|
|
$
|
1,320,138
|
|
|
$
|
89,726
|
|
|
|
6.80
|
%
|
Net interest spread(1)
|
|
|
|
|
|
$
|
83,477
|
|
|
|
3.58
|
%
|
|
|
|
|
|
$
|
85,646
|
|
|
|
3.36
|
%
|
Net interest margin(2)
|
|
|
|
|
|
|
|
|
|
|
5.06
|
%
|
|
|
|
|
|
|
|
|
|
|
4.96
|
%
|
46
|
|
|
(1) |
|
Net interest spread is calculated by subtracting the weighted
average yield on interest-bearing liabilities from the weighted
average yield on interest-earning assets. |
|
|
|
|
|
(2) |
|
Net interest margin is calculated by dividing the net interest
spread by total average interest-earning assets. |
|
|
|
|
Net
Interest Spread
Net interest spread of 3.58% for the year ended
December 31, 2010 increased as compared to 3.36% in the
same period of 2009, due primarily to a decrease in interest
expense, lower levels of non-accrual assets, and higher yields
on the recently acquired residential loans, partially offset by
a decrease in voluntary prepayments. The decrease in interest
expense is due to lower average outstanding borrowings as a
result of principal payments on the mortgage-backed debt, a
$36.2 million mortgage-backed debt extinguishment offset by
the increase to the outstanding balance as a result of the
current year securitization at a yield of 4.56%. The average
prepayment rate for the portfolio was 2.3% for the year ended
December 31, 2010, as compared to 3.3% in the same period
of 2009.
Net
Interest Margin
Net interest margin increased for the year ended
December 31, 2010 as compared to the same periods in 2009
due to lower levels of non-accrual assets and lower average
outstanding mortgage-backed debt balances, partially offset by a
decrease in prepayment speeds.
Provision
for Loan Losses
The decrease in the provision for loan losses for the year ended
December 31, 2010, as compared to the same period in the
previous year was primarily due to reduced frequency of default
offset by a modest increase in loss severities. Additionally, as
the amount of residential loans decreases and as the loans
season, the credit exposure is reduced, resulting in decreasing
provisions.
Non-Interest
Income
The increase in non-interest income for the year ended
December 31, 2010, as compared to the same period in the
previous year was primarily due to servicing revenue and fees
and the bargain purchase of approximately $0.4 million as a
result of the acquisition of Marix in November 2010 offset by
lower earned premiums from our insurance business.
Non-Interest
Expenses
The increase in non-interest expenses for the year ended
December 31, 2010, as compared to the same period in the
previous year was primarily due to additional non-interest
expenses of $3.5 million from Marix acquisition related
charges and operating costs for the two month period since the
acquisition date, an increase in salaries and benefits due to
growth initiatives, an increase in REO expenses, net, offset by
a decrease in claims expense as a result of fewer active
policies and better claims experience in our insurance business,
as well as gains on mortgage-backed debt extinguishment of
$4.3 million. The increase in salaries and benefits due to
growth initiatives was driven by the addition of employees to
support the stand-alone company, additional stock compensation
expense, as well as severance costs incurred in 2010.
Income
Taxes
The change in income tax expense for the year ended
December 31, 2010, as compared to income tax benefit for
the same period in the previous year was due to the impact of
our becoming qualified as a REIT in conjunction with the
spin-off from Walter Energy and Merger with Hanover. Our
continued qualification as a REIT may limit our income tax
expense to the activities of our TRSs.
47
2009
Summary Results of Operations
Revenue
by Portfolio Type
For the years ended December 31, 2009 and 2008, we reported
net income of $113.8 million and $2.4 million,
respectively. The main components of the change in net income
for the years ended December 31, 2009 and 2008 are detailed
in the following table (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
|
|
|
|
December 31,
|
|
|
Increase/
|
|
|
|
2009
|
|
|
2008
|
|
|
(Decrease)
|
|
|
Residential loans
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
175,372
|
|
|
$
|
191,063
|
|
|
$
|
(15,691
|
)
|
Less: Interest expense
|
|
|
89,726
|
|
|
|
102,115
|
|
|
|
(12,389
|
)
|
Less: Interest rate hedge ineffectiveness
|
|
|
|
|
|
|
16,981
|
|
|
|
(16,981
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
85,646
|
|
|
|
71,967
|
|
|
|
13,679
|
|
Less: Provision for loan losses
|
|
|
9,441
|
|
|
|
13,103
|
|
|
|
(3,662
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses
|
|
|
76,205
|
|
|
|
58,864
|
|
|
|
17,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium revenue
|
|
|
10,041
|
|
|
|
9,233
|
|
|
|
808
|
|
Other income, net
|
|
|
2,929
|
|
|
|
420
|
|
|
|
2,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
12,970
|
|
|
|
9,653
|
|
|
|
3,317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues, net
|
|
|
89,175
|
|
|
|
68,517
|
|
|
|
20,658
|
|
Total non-interest expenses
|
|
|
51,557
|
|
|
|
62,981
|
|
|
|
(11,424
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
37,618
|
|
|
|
5,536
|
|
|
|
32,082
|
|
Income tax expense (benefit)
|
|
|
(76,161
|
)
|
|
|
3,099
|
|
|
|
(79,260
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
113,779
|
|
|
$
|
2,437
|
|
|
$
|
111,342
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our results of operations for our portfolio during a given
period typically reflect the net interest spread earned on our
residential loan portfolio. The net interest spread is impacted
by factors such as the interest rate our residential loans are
earning and our cost of funds. Furthermore, the amount of
discount on the residential loans will impact the net interest
spread as such amounts will be amortized over the expected term
of the residential loans and the amortization will be
accelerated due to voluntary prepayments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Twelve Months Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Balance
|
|
|
Interest
|
|
|
Yield
|
|
|
Balance
|
|
|
Interest
|
|
|
Yield
|
|
|
Interest-bearing assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential Loans
|
|
$
|
1,726,326
|
|
|
$
|
175,372
|
|
|
|
10.16
|
%
|
|
$
|
1,817,122
|
|
|
$
|
191,063
|
|
|
|
10.51
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed debt
|
|
$
|
1,320,138
|
|
|
$
|
89,726
|
|
|
|
6.80
|
%
|
|
$
|
1,539,520
|
|
|
$
|
102,115
|
|
|
|
6.63
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest spread(1)
|
|
|
|
|
|
$
|
85,646
|
|
|
|
3.36
|
%
|
|
|
|
|
|
$
|
88,948
|
|
|
|
3.88
|
%
|
Net interest margin(2)
|
|
|
|
|
|
|
|
|
|
|
4.96
|
%
|
|
|
|
|
|
|
|
|
|
|
4.89
|
%
|
|
|
|
(1) |
|
Net interest spread is calculated by subtracting the weighted
average yield on interest-bearing liabilities from the weighted
average yield on interest-earning assets. |
|
|
|
|
|
(2) |
|
Net interest margin is calculated by dividing the net interest
spread by total average interest-earning assets. |
|
|
|
|
48
Net
Interest Spread
Net interest spread decreased for the year ended
December 31, 2009, compared to the same period in 2008.
This decrease is primarily due to a reduction in the effective
yield on the residential loans due to a decrease in voluntary
prepayment speeds which resulted in a decrease in the
recognition of purchase discounts into interest income, as well
as an increase in borrower delinquencies, partially offset by an
increased effective rate on debt as the lower cost Warehouse
Facilities were repaid and terminated.
Net
Interest Margin
Net interest margin increased for the year ended
December 31, 2009, as compared to the same period in 2008.
The increase is primarily the result of lower mortgage-backed
debt balances as a percentage of the residential loan portfolio
offset by a decrease in interest income due to lower voluntary
prepayments and higher delinquencies, as well as a decrease in
the average residential loan balance.
Provision
for Loan Losses
The decrease in the residential loan provision for loan losses
for the year ended December 31, 2009, as compared to the
same period in the previous year was primarily due to an
increase in the loss severity assumption for adjustable rate
loans in the 2008 period and a stabilizing of loss severities
for our portfolio in 2009. Additionally, as the amount of
residential loans decreases and as the loans season, the credit
exposure is reduced, resulting in decreasing provisions.
Non-Interest
Income
The increase in non-interest income for the year ended
December 31, 2009, as compared to the same period in the
previous year was primarily due to the sale of the third-party
insurance agency portfolio, an increase in mortgage advisory
revenue, as well as an improvement in taxes, insurance and other
advances, or TIO, as a result of lower insurance advances and a
slight increase in collections.
Non-Interest
Expenses
The decrease in non-interest expenses for the year ended
December 31, 2009, as compared to the same period in the
previous year was primarily due to $16.1 million in
non-recurring charges recorded in 2008 related to a goodwill
impairment charge and a provision for estimated hurricane losses
partially offset by additional expenses incurred during 2009 to
support corporate functions required as a result of the spin-off
from Walter Energy and Merger with Hanover.
Income
Taxes
The change in income tax benefit for the year ended
December 31, 2009, as compared to income tax expense for
the same period in the previous year was due to the reversal of
mortgage-related deferred tax liabilities and the reversal of
tax benefits previously reflected in accumulated other
comprehensive income that were no longer applicable upon our
REIT qualification.
49
Additional
Analysis of Residential Loan Portfolio
The allowance for loan losses on residential loans was
$15.9 million, $17.7 million, and $19.0 million,
at December 31, 2010, 2009 and 2008, respectively. The
following table shows information about the allowance for loan
losses for the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Losses and
|
|
Net Losses and
|
|
|
|
|
|
|
Charge-offs
|
|
Charge-offs as a %
|
|
|
Allowance
|
|
Allowance as a % of
|
|
Deducted from the
|
|
of Average
|
|
|
for Loan Losses
|
|
Residential Loans(1)
|
|
Allowance(3)
|
|
Residential Loans(2)
|
|
|
(In thousands)
|
|
December 31, 2010
|
|
$
|
15,907
|
|
|
|
0.97
|
%
|
|
$
|
14,799
|
|
|
|
0.90
|
%
|
December 31, 2009
|
|
$
|
17,661
|
|
|
|
1.06
|
%
|
|
$
|
16,490
|
|
|
|
0.96
|
%
|
December 31, 2008
|
|
$
|
18,969
|
|
|
|
1.06
|
%
|
|
$
|
15,991
|
|
|
|
0.88
|
%
|
|
|
|
(1) |
|
The allowance for loan loss ratio is calculated as period end
allowance for loan losses divided by period end residential
loans before the allowance for loan losses. |
|
(2) |
|
The charge-off ratio is calculated as charge-offs, net of
recoveries divided by average residential loans, before the
allowance for loan losses. |
|
(3) |
|
Managements calculation of the charge-off ratio
incorporates an economic view which considers all costs through
disposition of the REO property as a charge-off. |
The following table summarizes activity in the allowance for
loan losses in our residential portfolio, net for the year ended
December 31, 2010 and 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Balance, December 31
|
|
$
|
17,661
|
|
|
$
|
18,969
|
|
|
$
|
13,992
|
|
Provision charged to income
|
|
|
6,526
|
|
|
|
9,441
|
|
|
|
13,103
|
|
Less: Transfers to REO
|
|
|
(5,218
|
)
|
|
|
(7,645
|
)
|
|
|
(5,759
|
)
|
Less: Charge-offs, net of recoveries
|
|
|
(3,062
|
)
|
|
|
(3,104
|
)
|
|
|
(2,367
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31
|
|
$
|
15,907
|
|
|
$
|
17,661
|
|
|
$
|
18,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delinquency
Information
The following table presents information about delinquencies in
our residential loan portfolio:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Total number of residential loans outstanding
|
|
|
33,801
|
|
|
|
34,205
|
|
Delinquencies as a percent of number of residential loans
outstanding:
|
|
|
|
|
|
|
|
|
31-60 days
|
|
|
1.12
|
%
|
|
|
1.15
|
%
|
61-90 days
|
|
|
0.39
|
%
|
|
|
0.58
|
%
|
91 days or more
|
|
|
1.99
|
%
|
|
|
2.51
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
3.50
|
%
|
|
|
4.24
|
%
|
Principal balance of residential loans outstanding (in thousands)
|
|
$
|
1,803,758
|
|
|
$
|
1,819,859
|
|
Delinquencies as a percent of amounts outstanding
|
|
|
|
|
|
|
|
|
31-60 days
|
|
|
1.54
|
%
|
|
|
1.33
|
%
|
61-90 days
|
|
|
0.49
|
%
|
|
|
0.74
|
%
|
91 days or more
|
|
|
2.65
|
%
|
|
|
3.37
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
4.68
|
%
|
|
|
5.44
|
%
|
The past due or delinquency status is generally determined based
on the contractual payment terms. The calculation of
delinquencies excludes from delinquent amounts those accounts
that are in bankruptcy
50
proceedings that are paying their mortgage payments in
contractual compliance with the bankruptcy court approved
mortgage payment obligations.
The following table summarizes our residential loans placed in
non-accrual status due to delinquent payments of 90 days
past due or greater:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
2010
|
|
2009
|
|
Residential loans
|
|
|
|
|
|
|
|
|
Number of loans
|
|
|
672
|
|
|
|
860
|
|
Unpaid principal balance (in millions)
|
|
$
|
47.8
|
|
|
$
|
61.2
|
|
Portfolio
Characteristics
The weighted average original
loan-to-value,
or LTV, on the loans in our residential loan portfolio is 89.00%
as of both December 31, 2010 and 2009. The LTV dispersion
of our portfolio is as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
0.00 70.00
|
|
|
2.03
|
%
|
|
|
1.55
|
%
|
70.01 80.00
|
|
|
4.14
|
%
|
|
|
2.92
|
%
|
80.01 90.00(1)
|
|
|
65.82
|
%
|
|
|
70.19
|
%
|
90.01 100.00
|
|
|
28.01
|
%
|
|
|
25.34
|
%
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
For those residential loans in the portfolio prior to electronic
tracking of original LTVs, the maximum LTV was 90%, or 10%
equity. Thus, these residential loans have been included in the
80.01 to 90.00 LTV category. |
Original LTVs do not include additional value contributed by the
borrower to complete the home built by JWH. This additional
value typically was created by the installation and completion
of wall and floor coverings, landscaping, driveways and utility
connections in more recent periods.
Current LTVs are generally not readily determinable given the
rural geographic distribution of our portfolio which precludes
us from obtaining reliable comparable sales information to
utilize in valuing the collateral.
The refreshed weighted average FICO score of the loans in our
residential loan portfolio was 584 and 580 as of
December 31, 2010 and 2009, respectively. The refreshed
FICO dispersion of our portfolio is as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
<=600
|
|
|
55.11
|
%
|
|
|
56.49
|
%
|
601 640
|
|
|
13.71
|
%
|
|
|
13.39
|
%
|
641 680
|
|
|
9.25
|
%
|
|
|
8.44
|
%
|
681 720
|
|
|
4.86
|
%
|
|
|
4.91
|
%
|
721 760
|
|
|
2.77
|
%
|
|
|
2.83
|
%
|
761 800
|
|
|
2.37
|
%
|
|
|
2.37
|
%
|
>800
|
|
|
0.96
|
%
|
|
|
0.96
|
%
|
Unknown or unavailable
|
|
|
10.97
|
%
|
|
|
10.61
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
51
Our residential loans in our owned portfolio are concentrated in
the following states:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Texas
|
|
|
34.62
|
%
|
|
|
33.90
|
%
|
Mississippi
|
|
|
14.67
|
%
|
|
|
15.45
|
%
|
Alabama
|
|
|
8.23
|
%
|
|
|
8.70
|
%
|
Louisiana
|
|
|
6.24
|
%
|
|
|
6.52
|
%
|
Florida
|
|
|
6.78
|
%
|
|
|
6.08
|
%
|
South Carolina
|
|
|
5.64
|
%
|
|
|
6.00
|
%
|
Others
|
|
|
23.82
|
%
|
|
|
23.35
|
%
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
Our residential loans were originated in the following periods:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Year 2010 Origination
|
|
|
4.07
|
%
|
|
|
|
|
Year 2009 Origination
|
|
|
3.39
|
%
|
|
|
3.28
|
%
|
Year 2008 Origination
|
|
|
8.42
|
%
|
|
|
7.48
|
%
|
Year 2007 Origination
|
|
|
14.25
|
%
|
|
|
12.99
|
%
|
Year 2006 Origination
|
|
|
10.93
|
%
|
|
|
11.86
|
%
|
Year 2005 Origination
|
|
|
7.69
|
%
|
|
|
8.56
|
%
|
Year 2004 Origination and earlier
|
|
|
51.25
|
%
|
|
|
55.83
|
%
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
Real
Estate Owned
The following table presents information about foreclosed
property (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
Units
|
|
|
Balance
|
|
|
Balance as of December 31, 2007
|
|
|
660
|
|
|
$
|
36,407
|
|
Foreclosures and other additions, at fair value
|
|
|
1,176
|
|
|
|
67,055
|
|
Financed Sales
|
|
|
(800
|
)
|
|
|
(40,683
|
)
|
Cash sales to third parties and other dispositions
|
|
|
(212
|
)
|
|
|
(12,203
|
)
|
Fair value adjustment
|
|
|
|
|
|
|
(2,378
|
)
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2008
|
|
|
824
|
|
|
$
|
48,198
|
|
|
|
|
|
|
|
|
|
|
Foreclosures and other additions, at fair value
|
|
|
1,393
|
|
|
|
79,879
|
|
Financed Sales
|
|
|
(1,012
|
)
|
|
|
(52,472
|
)
|
Cash sales to third parties and other dispositions
|
|
|
(174
|
)
|
|
|
(11,263
|
)
|
Fair value adjustment
|
|
|
|
|
|
|
(1,218
|
)
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2009
|
|
|
1,031
|
|
|
$
|
63,124
|
|
|
|
|
|
|
|
|
|
|
Foreclosures and other additions, at fair value
|
|
|
1,329
|
|
|
|
80,675
|
|
Financed Sales
|
|
|
(1,210
|
)
|
|
|
(68,334
|
)
|
Cash sales to third parties and other dispositions
|
|
|
(109
|
)
|
|
|
(7,007
|
)
|
Fair value adjustment
|
|
|
|
|
|
|
(829
|
)
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2010
|
|
|
1,041
|
|
|
$
|
67,629
|
|
|
|
|
|
|
|
|
|
|
52
Liquidity
and Capital Resources
Overview
Our principal sources of funds are our existing cash balances,
monthly principal and interest payments we receive from our
unencumbered residential loan portfolio, cash releases from our
securitized residential loan portfolio, proceeds from our 2009
secondary offering and 2010 securitization, as well as other
financing activities. An additional source of liquidity is the
mortgage-backed debt that we recently purchased in the open
market. We currently intend the purchases to be a temporary
investment of excess cash. As needed, we may recover this
liquidity by either selling the bonds or using the bonds as
collateral for a repurchase facility. We generally use our
liquidity for our operating costs, to make additional
investments, and to make dividend payments.
Our securitization trusts are consolidated for financial
reporting under GAAP. Our results of operations and cash flows
include the activity of these Trusts. The cash proceeds from the
repayment of the collateral held in securitization trusts are
owned by the Trusts and serve to only repay the obligations of
the Trusts unless certain
over-collateralization
or other similar targets are satisfied. Principal and interest
on the mortgage-backed debt of the Trusts can only be paid if
there are sufficient cash flows from the underlying collateral.
As of December 31, 2010, total debt increased
$14.1 million as compared to December 31, 2009 due to
the current year securitization offset by current year
repayments.
The securitization trusts contain delinquency and loss triggers,
that, if exceeded, allocate any excess over-collateralization to
paying down the outstanding mortgage-backed debt for that
particular securitization at an accelerated pace. Assuming no
servicer trigger events have occurred and the
over-collateralization targets have been met, any excess cash is
released to us. As of December 31, 2010, Mid-State
Trust 2006-1
exceeded certain triggers and did not provide any excess cash
flow to us. The delinquency rate for trigger calculations, which
includes REO, was at 11.84% compared to a trigger level of
8.00%. However, this is an improvement from a level of 14.04%
one year prior. The delinquency trigger for Mid-State
Trust 2005-1
was exceeded in November 2009 and cured during the three months
ended June 30, 2010. The loss trigger for Trust X was
exceeded in October 2006 and cured during the three months ended
March 31, 2010. With the exception of
Trust 2006-1
which exceeded its trigger and the recently cured
Trust 2005-1
and Trust X, none of our other securitization trusts have
reached the levels of underperformance that would result in a
trigger breach causing a delay in cash releases.
We believe that, based on current forecasts and anticipated
market conditions, funding generated from the residential loans
and the proceeds from our secondary offering and recent
securitization will be sufficient to meet operating needs, to
invest in residential loans, to make planned capital
expenditures, to make all required principal and interest
payments on mortgage-backed debt of the Trusts, for general
corporate purposes and to pay cash dividends as required for our
qualification as a REIT. However, our operating cash flows and
liquidity are significantly influenced by numerous factors,
including the general economy, interest rates and, in
particular, conditions in the mortgage markets.
Mortgage-Backed
Debt and Warehouse Facilities
We have historically funded our residential loans through the
securitization market. As of December 31, 2010, we had ten
separate non-recourse securitization trusts where we service the
underlying collateral and one non-recourse securitization for
which we do not service the underlying collateral. These eleven
trusts have an aggregate of $1.3 billion of outstanding
debt, collateralized by residential loans and REO with a
principal balance of $1.6 billion. All of our
mortgage-backed debt is non-recourse and not
cross-collateralized and, therefore, must be satisfied
exclusively from the proceeds of the residential loans and REO
held in each securitization trust. As we have the power to
direct the activities that most significantly impact the
economic performance of the securitization trusts and our
investment in the subordinate debt, if any, and residual
interests provide us with the obligation to absorb losses or the
right to receive benefits that are significant, we have
consolidated the securitization entities and treat the
residential loans as our assets and the related mortgage-backed
debt as our debt.
53
Borrower remittances received on the residential loan collateral
are used to make payments on the mortgage-backed debt. The
maturity of the mortgage-backed debt is directly affected by
principal prepayments on the related residential loan
collateral. As a result, the actual maturity of the
mortgage-backed debt is likely to occur earlier than the stated
maturity. Certain of our mortgage-backed debt are also subject
to redemption according to specific terms of the respective
indenture agreements.
At the beginning of the second quarter of 2008, we were a
borrower under warehouse facilities, providing $350 million
of temporary financing to us for our purchase
and/or
origination of residential loans. On April 30, 2008, we
repaid all outstanding borrowings and terminated the warehouse
facilities using funds provided by Walter Energy.
Credit
Agreements
In April 2009, we entered into a syndicated credit agreement, a
revolving credit agreement and security agreement, and a support
letter of credit agreement. All three of these agreements mature
on April 20, 2011. As of December 31, 2010, no funds
have been drawn under any of the credit agreements and we are in
compliance with all covenants.
See Note 15 of Notes to Consolidated Financial
Statements for further information regarding the
Agreements.
Statements
of Cash Flows
The following table sets forth, for the periods indicated,
selected consolidated cash flow information (in thousands):
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Cash flows provided by operating activities
|
|
$
|
21,891
|
|
|
$
|
18,962
|
|
Cash flows provided by investing activities
|
|
|
32,566
|
|
|
|
123,369
|
|
Cash flows used in financing activities
|
|
|
(39,391
|
)
|
|
|
(44,364
|
)
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
$
|
15,066
|
|
|
$
|
97,967
|
|
|
|
|
|
|
|
|
|
|
Cash balances outstanding were $114.4 million and
$99.3 million at December 31, 2010 and 2009,
respectively.
Net cash provided by operating activities increased
$2.9 million for the year ended December 31, 2010, as
compared to the same period in 2009. During the year ended
December 31, 2010 and 2009, the primary sources in
operating activities were the income generated from our
portfolio and ancillary businesses.
Net cash provided by investing activities decreased
$90.8 million for the year ended December 31, 2010, as
compared to the same period in 2009. The decrease was primarily
due to $73.7 million used to purchase residential loans, an
$18.2 million decrease in principal payments received on
residential loans due to a decline in the overall portfolio
balance, lower levels of voluntary prepayments and increased
delinquencies, offset by an increase in cash acquired through
acquisitions of $0.9 million.
Net cash used in financing activities decreased
$5.0 million for the year ended December 31, 2010, as
compared to the same period in 2009. The decrease was primarily
due to an increase in capital raised
year-over-year
with $134.4 million raised from our securitization and
$76.8 million raised in 2009 from our secondary offering.
The increase in cash raised via capital activities was offset by
an increase to total payments on mortgage-backed debt including
the early extinguishment of debt, as well as an increase in
dividends paid to stockholders.
54
The following table sets forth, for the periods indicated,
selected consolidated cash flow information (in thousands):
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Cash flows provided by operating activities
|
|
$
|
18,962
|
|
|
$
|
(6,436
|
)
|
Cash flows provided by investing activities
|
|
|
123,369
|
|
|
|
179,768
|
|
Cash flows used in financing activities
|
|
|
(44,364
|
)
|
|
|
(175,135
|
)
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
$
|
97,967
|
|
|
$
|
(1,803
|
)
|
|
|
|
|
|
|
|
|
|
Cash balances outstanding were $99.3 million and
$1.3 million at December 31, 2009 and 2008,
respectively.
Net cash provided by operating activities increased
$25.4 million for the year ended December 31, 2009, as
compared to the same period in 2008 and is primarily due to
higher earnings from operations.
Net cash provided by investing activities decreased
$56.4 million for the year ended December 31, 2009, as
compared to the same period in 2008. The decrease was primarily
due to a $31.0 million decrease in principal payments
received on residential loans due to a decline in the overall
portfolio balance, lower levels of voluntary prepayments and
increased delinquencies, $2.0 million of capital
expenditures, as well as $5.9 million of cash transferred
to, and held as, restricted cash in an insurance trust account.
The remaining decrease in investing cash flows, year over year,
primarily relates to a decrease in the restricted cash balances
during 2008 due to the termination of the warehouse facilities.
Net cash used in financing activities decreased
$130.8 million for the year ended December 31, 2009,
as compared to the same period in 2008. The decrease was
primarily due to $76.8 million of net proceeds raised
through our secondary offering, as well as a decrease in
payments of mortgage-backed debt as the prior year included a
non-recurring $214.0 million payment to terminate our
Warehouse Facilities and a $25.0 million decrease in
mortgage-backed debt issued. These amounts were offset by a net
$131.7 million decrease in the receivable from, and
dividends paid to, Walter Energy due to the spin-off
transaction. Additionally, we paid $16.0 million of
dividends to WIM interest holders immediately following the
spin-off and $23.6 million of dividends to WIMC
stockholders during 2009.
Sources
and Uses of Cash
One of the financial metrics on which we focus is our sources
and uses of cash. As a supplement to the Consolidated Statements
of Cash Flows included in this Annual Report on
Form 10-K,
we provide the table below which sets forth, for the periods
indicated, our sources and uses of cash (in millions). The cash
balance at the beginning and ending of each period of 2010 and
2009 are GAAP amounts and the sources and uses of cash are
organized in a manner consistent with how management monitors
the cash flows of our business. The presentation of our sources
and uses of cash for the table below is derived by aggregating
and netting all items within our GAAP Consolidated
Statements of Cash Flows for the respective periods. The table
excludes the gross cash flows generated by our securitization
trusts as those amounts are generally not available to us. The
55
table does include the cash releases distributed to us as a
result of our investment in the residual interests of the
securitization trusts.
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Beginning cash and cash equivalents balance
|
|
$
|
99.3
|
|
|
$
|
1.3
|
|
Principal sources of cash:
|
|
|
|
|
|
|
|
|
Cash collections from the unencumbered portfolio
|
|
|
47.5
|
|
|
|
54.7
|
|
Cash releases from the securitized portfolio
|
|
|
44.7
|
|
|
|
32.1
|
|
Cash flow from ancillary business revenue
|
|
|
12.3
|
|
|
|
14.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104.5
|
|
|
|
101.4
|
|
Other sources of cash:
|
|
|
|
|
|
|
|
|
Proceeds from securitization, net
|
|
|
131.2
|
|
|
|
|
|
Proceeds from equity offering, net
|
|
|
|
|
|
|
76.8
|
|
Walter Energy
|
|
|
|
|
|
|
10.6
|
|
Sale of trading securities
|
|
|
|
|
|
|
2.4
|
|
Other
|
|
|
|
|
|
|
0.9
|
|
|
|
|
|
|
|
|
|
|
Total sources of cash
|
|
|
235.7
|
|
|
|
192.1
|
|
Principal uses of cash:
|
|
|
|
|
|
|
|
|
Claims paid
|
|
|
(3.6
|
)
|
|
|
(3.8
|
)
|
Operating expenses paid
|
|
|
(41.6
|
)
|
|
|
(45.4
|
)
|
Servicing advances, net
|
|
|
(7.3
|
)
|
|
|
(3.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(52.5
|
)
|
|
|
(52.3
|
)
|
Other uses of cash:
|
|
|
|
|
|
|
|
|
Whole loan purchases
|
|
|
(73.7
|
)
|
|
|
|
|
Dividends paid
|
|
|
(53.5
|
)
|
|
|
(39.6
|
)
|
Trust bond repurchases
|
|
|
(36.2
|
)
|
|
|
|
|
Capital expenditures, net
|
|
|
0.3
|
|
|
|
(2.2
|
)
|
Other
|
|
|
(5.0
|
)
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
Total uses of cash
|
|
|
(220.6
|
)
|
|
|
(94.1
|
)
|
|
|
|
|
|
|
|
|
|
Net sources of cash
|
|
|
15.1
|
|
|
|
98.0
|
|
|
|
|
|
|
|
|
|
|
Ending cash and cash equivalents balance
|
|
$
|
114.4
|
|
|
$
|
99.3
|
|
|
|
|
|
|
|
|
|
|
Our principal business cash flows are those associated with
managing our portfolio and totaled $52.0 million for the
year ended December 31, 2010, up $2.9 million from the
year ended December 31, 2009, due to an increase of cash
releases from our securitized portfolio of $12.6 million
and a decrease of $3.8 million of cash operating expenses
primarily due to lower insurance premiums and non-recurring
expenses incurred in 2009 as well as $2.1 million of
one-time spin-off costs incurred in the year ended
December 31, 2009. This was partially offset by a decrease
of cash collections from our unencumbered residential loan
portfolio of $7.2 million primarily due to the declining
balance nature of our portfolio partially offset by our recent
acquisitions, an increase in servicing advances of
$4.2 million, and a $2.3 million decrease in cash
provided by our ancillary businesses.
Cash of $3.9 million was used to acquire REO from
Trust X within the securitized residential loan portfolio.
The cash utilized to acquire REO from Trust X resulted in
subsequent monthly cash releases totaling $13.2 million
through December 31, 2010, from Trust X with the
remaining overcollateralization expected to be released in early
2011. The release of overcollateralization was a direct result
of the loss trigger being
56
cured. Once the overcollateralization from Trust X has been
released and assuming that the loss trigger remains cured,
Trust X cash releases will consist of servicing fees and
residual cash flows, similar to our other securitization trusts.
Cash releases from the securitized portfolio consist of
servicing fees and residual cash flows from residential loans
held as securitized collateral within the securitization trusts
after distributions are made to bondholders of the securitized
mortgage-backed debt to the extent required credit enhancements
are maintained and the delinquency and loss triggers are not
exceeded. These cash flows represent the difference between
principal and interest payments received on the underlying
residential loans reduced by principal payments, including
accelerated payments, if any, on the securitized mortgage-backed
debt; interest paid on the securitized mortgage-backed debt;
actual losses, net of any gains incurred upon disposition of
REO; and the maintenance of overcollateralization requirements.
Our net other cash use totaled $220.6 million for the year
ended December 31, 2010, up $126.5 million from the
year ended December 31, 2009, primarily due to a
$13.9 million increase in dividends paid to stockholders,
the $73.7 million acquisition of loan pools, and
$36.2 million used to purchase our outstanding
mortgage-backed debt, partially offset by the termination of
transactions with Walter Energy as a result of our spin-off.
During the year ended December 31, 2010, we deployed the
proceeds from our 2009 Offering to purchase pools of residential
loans. We also raised $131.2 million as a result of the
securitization that closed during November 2010. We expect our
future sources of cash will continue to be generated from our
existing residential loan portfolios, as well as from future
acquisitions of residential loans and servicing revenues from
Marix subsequent to the acquisition.
Off-Balance
Sheet Arrangements
As of December 31, 2010, we retained credit risk on 14
remaining mortgage securities totaling $1.5 million that
were sold with recourse by Hanover in a prior year. Accordingly,
we are responsible for credit losses, if any, with respect to
these securities.
We do not have any relationships with unconsolidated entities or
financial partnerships, such as entities often referred to as
structured finance, special purpose or variable interest
entities, which would have been established for the purpose of
facilitating off-balance sheet arrangements or other
contractually narrow or limited purposes. In addition, we do not
have any undisclosed borrowings or debt, and have not entered
into any derivative contracts or synthetic leases. We are,
therefore, not materially exposed to any financing, liquidity,
market or credit risk that could arise if we had engaged in such
relationships.
Dividends
As long as we elect to maintain REIT status, we are required to
have declared dividends amounting to at least 90% of our net
taxable income (excluding net capital gain) for each year by the
time our U.S. federal tax return is filed. Therefore, a
REIT generally passes through substantially all of its earnings
to stockholders without paying U.S. federal income tax at
the corporate level.
As of December 31, 2010, we expect to pay dividends to our
stockholders of all or substantially all of our net income in
each year to qualify for the tax benefits accorded to a REIT
under the Code. All distributions will be made at the discretion
of our Board of Directors and will depend on our earnings, both
tax and GAAP, financial condition, election to maintain our REIT
status and such other factors as the Board of Directors deems
relevant.
On December 15, 2010, we declared a dividend of $0.50 per
share on our common stock which was paid on January 14,
2011 to stockholders of record on December 23, 2010.
57
Contractual
Obligations
The following table summarizes our future contractual
obligations as of December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
Thereafter
|
|
|
Total
|
|
|
|
(Dollars in thousands)
|
|
|
Mortgage-backed debt(1)(2)
|
|
$
|
96,009
|
|
|
$
|
101,490
|
|
|
$
|
102,556
|
|
|
$
|
98,554
|
|
|
$
|
91,880
|
|
|
$
|
791,866
|
|
|
$
|
1,282,355
|
|
Operating leases
|
|
|
1,943
|
|
|
|
1,552
|
|
|
|
743
|
|
|
|
660
|
|
|
|
671
|
|
|
|
225
|
|
|
|
5,794
|
|
Other purchase commitments
|
|
|
67,273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67,273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
165,225
|
|
|
$
|
103,042
|
|
|
$
|
103,299
|
|
|
$
|
99,214
|
|
|
$
|
92,551
|
|
|
$
|
792,091
|
|
|
$
|
1,355,422
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The table above excludes future cash payments related to
interest expense. Interest payments during 2010 total $81.6
million. Interest is calculated on our debt obligations based on
fixed rates. |
|
(2) |
|
Represents the expected maturities for mortgage-backed debt as
of December 31, 2010 based on the expected cash inflows
related to the securitized residential loans. |
See Note 10 to the Consolidated Financial Statements for
further information about our mortgage-backed debt.
Operating lease obligations include (i) leases for our
principal operating location in Tampa, Florida; (ii) leases
for our centralized servicing operations in Phoenix, Arizona,
and (iii) other smaller field servicing operations located
in the southeastern US. See Note 21 to the Consolidated
Financial Statements for further information about our operating
lease and purchase commitments.
As of December 31, 2010, we had commitments to purchase
pools of residential loans amounting to $67.3 million.
Recently
Accounting Pronouncements and Developments
Note 2 to Consolidated Financial Statements discusses new
accounting pronouncements adopted during 2010 and the expected
impact of accounting pronouncements recently issued but not yet
required to be adopted. To the extent that adoption of new
accounting standards materially affect our financial condition,
results of operations, or liquidity, the impacts are discussed
in the applicable section of this MD&A and the Notes to the
Consolidated Financial Statements.
|
|
ITEM 7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|
Qualitative
Information on Market Risk
We seek to manage the risks inherent in our business
including but not limited to credit risk, interest rate risk,
prepayment risk, liquidity risk, and inflation risk
in a prudent manner designed to enhance our earnings and
dividends and preserve our capital. In general, we seek to
assume risks that can be quantified from historical experience,
to actively manage such risks, and to maintain capital levels
consistent with these risks.
Credit
Risk
Credit risk is the risk that we will not fully collect the
principal we have invested in residential loans due to borrower
defaults. Our portfolio as of December 31, 2010 consisted
of securitized residential loans with a principal balance of
$1.7 billion and approximately $0.1 billion of
unencumbered residential loans.
The residential loans are predominantly credit-challenged,
non-conforming loans with an average LTV ratio at origination of
approximately 89% and average refreshed borrower credit score of
584. While we feel that our underwriting and due diligence of
these loans will help to mitigate the risk of significant
borrower default on these loans, we cannot assure you that all
borrowers will continue to satisfy their payment obligations
under these loans, thereby avoiding default.
58
The $1.6 billion carrying value of residential loans and
other collateral of securitization trusts are permanently
financed with $1.3 billion of mortgage-backed debt leaving
us with a net credit exposure of $284.5 million, which
approximates our residual interest in the securitization trusts.
When we purchase residential loans, the credit underwriting
process will vary depending on the pool characteristics,
including loan seasoning or age, LTV ratios, payment histories
and counterparty representations and warranties. We will perform
a due diligence review of potential acquisitions which may
include a review of the residential loan documentation,
appraisal reports and credit underwriting. Generally, an updated
property valuation is obtained.
Interest
Rate Risk
Interest rate risk is the risk of changing interest rates in the
market place. Our primary interest rate risk exposures relate to
the interest rates on mortgage-backed debt of the Trusts and the
yields on our residential loan portfolio and prepayments thereof.
Our fixed-rate residential loan portfolio had $1.8 billion
and $1.8 billion of unpaid principal as of
December 31, 2010 and 2009, respectively and fixed-rate
mortgage-backed debt was $1.3 billion and $1.3 billion
as of December 31, 2010 and 2009, respectively. The fixed
rate nature of these instruments and their offsetting positions
effectively mitigate significant interest rate risk exposure
from these instruments. If interest rates decrease, we may be
exposed to higher prepayment speeds. This could result in a
modest increase in short-term profitability. However, it could
adversely impact long-term profitability as a result of a
shrinking portfolio. Changes in interest rates may impact the
fair value of these financial instruments.
Prepayment
Risk
Prepayment risk is the risk that borrowers will pay more than
their required monthly mortgage payment including payoffs of
residential loans. When borrowers repay the principal on their
residential loans before maturity, or faster than their
scheduled amortization, the effect is to shorten the period over
which interest is earned, and therefore, increases the yield for
residential loans purchased at a discount to their then current
balance, as with the majority of our portfolio. Conversely,
residential loans purchased at a premium to their then current
balance exhibit lower yields due to faster prepayments.
Historically, when market interest rates declined, borrowers had
a tendency to refinance their residential loans, thereby
increasing prepayments. However, with tightening credit
standards, the current low interest rate environment has not yet
resulted in higher prepayments. Increases in residential loan
prepayment rates could result in GAAP earnings volatility
including substantial variation from quarter to quarter.
We monitor prepayment risk through periodic reviews of the
impact of a variety of prepayment scenarios on revenues, net
earnings, dividends, and cash flow.
Liquidity
Risks
Liquidity is a measure of our ability to meet potential cash
requirements, including ongoing commitments to repay
mortgage-backed debt of the Trusts, fund and maintain the
portfolio, pay dividends to our stockholders and other general
business needs. We recognize the need to have funds available to
operate our business. It is our policy to have adequate
liquidity at all times.
Our principal sources of liquidity are the mortgage-backed debt
of the Trusts we have issued to finance our residential loans
held in securitization trusts, the principal and interest
payments received from unencumbered residential loans, cash
releases from the securitized portfolio and cash proceeds from
the issuance of our equity and other financing activities. We
believe these sources of funds will be sufficient for our
liquidity requirements.
Our unencumbered and securitized mortgage loans are accounted
for as
held-for-investment
and reported at amortized cost. Thus, changes in the fair value
of the residential loans do not have an impact on our liquidity.
However, the delinquency and loss triggers discussed previously
may impact our liquidity. Our obligations consist solely of
mortgage-backed debt issued by our securitization trusts.
Changes in fair value of
59
mortgage-backed debt generally have no impact on our liquidity.
Mortgage-backed debt issued by the securitization trusts are
reported at amortized cost as are the residential loans
collateralizing the debt.
Real
Estate Risk
We own assets secured by real property and own property directly
as a result of foreclosures. Residential property values are
subject to volatility and may be affected adversely by a number
of factors, including, but not limited to, national, regional
and local economic conditions (which may be adversely affected
by industry slowdowns and other factors); local real estate
conditions (such as an oversupply of housing); changes or
continued weakness in specific industry segments; construction
quality, age and design; demographic factors; and retroactive
changes to building or similar codes. In addition, decreases in
property values reduce the value of the collateral and the
potential proceeds available to a borrower to repay our loans,
which could also cause us to suffer losses.
Inflation
Risk
Virtually all of our assets and liabilities are financial in
nature. As a result, changes in interest rates and other factors
influence our performance far more so than inflation. Changes in
interest rates do not necessarily correlate with inflation rates
or changes in inflation rates. Our consolidated financial
statements are prepared in accordance with GAAP. Our activities
and balance sheets are measured with reference to historical
cost or fair market value without considering inflation.
Effect
of Governmental Initiatives on Market Risks
As a result of ongoing challenges facing the United States
economy, new laws and regulations have been and may continue to
be proposed that impact the financial services industry. On
July 21, 2010, the Dodd-Frank Wall Street Reform and
Consumer Protection Act, or the Act, was enacted and signed into
law. The Act includes, among other things, provisions
establishing a Bureau of Consumer Financial Protection, which
will have broad authority to develop and implement rules
regarding most consumer financial products, including provisions
addressing mortgage reform as well as provisions affecting
corporate governance and executive compensation at all
publicly-traded companies. The Act also requires securitizers of
asset-backed securities to retain an economic interest
(generally 5%) in the credit risk of the securitized asset. Many
aspects of the law are subject to further rulemaking and will
take effect over several years, making it difficult to
anticipate the overall financial impact to our Company or the
financial services industry. See Item 1A, Risk
Factors for a more comprehensive description of our
Regulatory and Market Risks.
Quantitative
Information on Market Risk
Our future earnings are sensitive to a number of market risk
factors; changes in these factors may have a variety of
secondary effects that, in turn, will also impact our earnings.
To supplement this discussion on the market risk we face, the
following table incorporates information that may be useful in
analyzing certain market risks.
The table presents principal cash flows by year of repayment.
The timing of principal cash flows includes assumptions on the
prepayment speeds of assets based on their recent performance
and future prepayment expectations. Our future results depend
greatly on the credit performance of the underlying loans (this
table assumes no credit losses).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2010
|
|
|
Principal Amounts Maturing and Effective Rates During
Period
|
|
Principal
|
|
|
|
|
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
Thereafter
|
|
Value
|
|
Book Value
|
|
Fair Value
|
|
|
(Dollars in thousands)
|
|
Residential loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
$
|
112,694
|
|
|
$
|
109,056
|
|
|
$
|
117,242
|
|
|
$
|
116,732
|
|
|
$
|
110,025
|
|
|
$
|
1,238,009
|
|
|
$
|
1,803,758
|
|
|
$
|
1,621,485
|
|
|
$
|
1,566,000
|
|
Interest rate
|
|
|
9.04
|
%
|
|
|
9.04
|
%
|
|
|
9.04
|
%
|
|
|
9.04
|
%
|
|
|
9.04
|
%
|
|
|
9.04
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
|
|
$
|
96,009
|
|
|
$
|
101,490
|
|
|
$
|
102,556
|
|
|
$
|
98,554
|
|
|
$
|
91,880
|
|
|
$
|
791,866
|
|
|
$
|
1,282,355
|
|
|
$
|
1,281,555
|
|
|
$
|
1,235,000
|
|
60
Approximately 98% of residential loans have fixed interest
rates. Residential loans with adjustable interest rates comprise
only $35.2 million as of December 31, 2010. Similarly,
all of our mortgage-backed debt of securitization trusts is
fixed rate. The weighted average coupon is 9.0% for residential
loans and 6.4% for mortgage-backed debt.
|
|
ITEM 8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
Our financial statements and related notes, together with the
Report of Independent Registered Certified Public Accounting
Firm thereon, begin on
page F-1
of this Annual Report on
Form 10-K.
|
|
ITEM 9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
|
The information required by Item 9 is incorporated herein
by reference to the definitive Proxy Statement to be filed with
the SEC pursuant to Regulation 14A within 120 days
after the end of the fiscal year covered by this Annual Report
on
Form 10-K.
|
|
ITEM 9A.
|
CONTROLS
AND PROCEDURES
|
Evaluation
of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried
out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive
Officer and our Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and
procedures, as such term is defined under
Rule 13a-15(e)
and
15d-15(e) of
the Securities Exchange Act of 1934, as amended, or the Exchange
Act. Based on that evaluation, our management, including our
Chief Executive Officer and our Chief Financial Officer,
concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this report.
Managements
Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined
in
Rule 13a-15(f)
under the Exchange Act). Our internal control system is designed
to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles.
Management assessed the effectiveness of our internal control
over financial reporting as of December 31, 2010. In making
this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway
Commission, or COSO, in the Internal Control-Integrated
Framework. This assessment excluded our acquisition of Marix
Servicing LLC, a wholly owned subsidiary, which was effective on
November 1, 2010, whose financial statement amounts
constitute $14.7 million and $6.7 million of net and
total assets, respectively, $1.8 million of total revenue,
net and $(0.5) million of net income of the consolidated
financial statement amounts as of and for the year ended
December 31, 2010. Based on our assessment and those
criteria, management believes that we maintained effective
internal control over financial reporting as of
December 31, 2010.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods
are subject to the risks that
61
controls may become inadequate because of changes in conditions
or that the degree of compliance with the policies or procedures
may deteriorate.
The effectiveness of our internal control over financial
reporting as of December 31, 2010, has been audited by
Ernst & Young LLP, an independent registered certified
public accounting firm, as stated in their attestation report
included in this Annual Report on
Form 10-K.
Changes
in Internal Control Over Financial Reporting
There have been no changes in our internal control over
financial reporting that occurred during the fourth quarter of
2010 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
62
Report of
Independent Registered Certified Public Accounting
Firm
The Board of Directors and Stockholders of
Walter Investment Management Corp.
We have audited Walter Investment Management Corp.s
internal control over financial reporting as of
December 31, 2010, based on criteria established in
Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(the COSO criteria). Walter Investment Management Corp.s
management is responsible for maintaining effective internal
control over financial reporting, and for its assessment of the
effectiveness of internal control over financial reporting
included in the accompanying Managements Report on
Internal Control Over Financial Reporting. Our responsibility is
to express an opinion on the companys internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
As indicated in the accompanying Managements Report on
Internal Control Over Financial Reporting, managements
assessment of and conclusion on the effectiveness of internal
control over financial reporting did not include the internal
controls of Marix Servicing LLC, which is included in the 2010
consolidated financial statements of Walter Investment
Management Corp. and constituted $14.7 million and $6.7
million of total and net assets, respectively, as of
December 31, 2010 and $1.8 million and
$(.5) million of non-interest income and net income,
respectively, for the year then ended. Our audit of internal
control over financial reporting of Walter Investment Management
Corp. also did not include an evaluation of the internal control
over financial reporting of Marix Servicing LLC.
In our opinion, Walter Investment Management Corp. maintained,
in all material respects, effective internal control over
financial reporting as of December 31, 2010, based on the
COSO criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Walter Investment Management
Corp. and subsidiaries as of December 31, 2010 and 2009,
and the related consolidated statements of income,
stockholders equity and comprehensive income, and cash
flows for each of the three years in the period ended
December 31, 2010, and our report dated March 8, 2011
expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Tampa, Florida
March 8, 2011
63
|
|
ITEM 9B.
|
OTHER
INFORMATION
|
There is no information required to be disclosed in a report on
Form 8-K
during the fourth quarter of the year covered by this Annual
Report on
Form 10-K
that has not been so reported.
PART III
|
|
ITEM 10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
The information required by Item 10 is incorporated herein
by reference to the definitive Proxy Statement to be filed with
the SEC pursuant to Regulation 14A within 120 days
after the end of the fiscal year covered by this Annual Report
on
Form 10-K.
|
|
ITEM 11.
|
EXECUTIVE
COMPENSATION
|
The information required by Item 11 is incorporated herein
by reference to the definitive Proxy Statement to be filed with
the SEC pursuant to Regulation 14A within 120 days
after the end of the fiscal year covered by this Annual Report
on
Form 10-K.
|
|
ITEM 12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
|
The information required by Item 12 is incorporated herein
by reference to the definitive Proxy Statement to be filed with
the SEC pursuant to Regulation 14A within 120 days
after the end of the fiscal year covered by this Annual Report
on
Form 10-K.
|
|
ITEM 13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
The information required by Item 13 is incorporated herein
by reference to the definitive Proxy Statement to be filed with
the SEC pursuant to Regulation 14A within 120 days
after the end of the fiscal year covered by this Annual Report
on
Form 10-K.
|
|
ITEM 14.
|
PRINCIPAL
ACCOUNTING FEES AND SERVICES DISCLOSURE OF FEES CHARGED BY
PRINCIPAL ACCOUNTANTS
|
The information required by Item 14 is incorporated herein
by reference to the definitive Proxy Statement to be filed with
the SEC pursuant to Regulation 14A within 120 days
after the end of the fiscal year covered by this Annual Report
on
Form 10-K.
PART IV
|
|
ITEM 15.
|
EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
|
(a) (1) Financial Statements
See Part II, Item 8 hereof.
(2) Financial Statement Schedules
The required financial statement schedules are omitted because
the information is disclosed elsewhere herein.
(b) Exhibits
Exhibits required to be attached by Item 601 of Regulation S-K
are listed in the Exhibit Index attached hereto, which is
incorporated herein by reference.
64
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on March 8, 2011.
WALTER INVESTMENT MANAGEMENT CORP.
Mark J. OBrien
Chief Executive Officer
(Principal Executive Officer)
In accordance with the requirements of the Securities Exchange
Act of 1934, this Annual Report on
Form 10-K
has been signed below by the following persons in the capacities
and on the date(s) indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Mark
J. OBrien
Mark
J. OBrien
|
|
Chairman of the Board and Chief Executive Officer (Principal
Executive Officer)
|
|
March 8, 2011
|
|
|
|
|
|
/s/ Steven
R. Berrard
Steven
R. Berrard
|
|
Director
|
|
March 8, 2011
|
|
|
|
|
|
/s/ Ellyn
L. Brown
Ellyn
L. Brown
|
|
Director
|
|
March 8, 2011
|
|
|
|
|
|
/s/ Denmar
J. Dixon
Denmar
J. Dixon
|
|
Vice Chairman and
Executive Vice President
|
|
March 8, 2011
|
|
|
|
|
|
/s/ William
J. Meurer
William
J. Meurer
|
|
Director
|
|
March 8, 2011
|
|
|
|
|
|
/s/ Shannon
E. Smith
Shannon
E. Smith
|
|
Director
|
|
March 8, 2011
|
|
|
|
|
|
/s/ Michael
T. Tokarz
Michael
T. Tokarz
|
|
Director
|
|
March 8, 2011
|
|
|
|
|
|
/s/ Kimberly
A. Perez
Kimberly
A. Perez
|
|
Vice President and Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
|
|
March 8, 2011
|
65
INDEX TO
EXHIBITS
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
No
|
|
Notes
|
|
Description
|
|
|
2
|
.1
|
|
(1)
|
|
Second Amended and Restated Agreement and Plan of Merger dated
as of February 6, 2009, among Registrant, Walter
Industries, Inc., JWH Holding Company, LLC, and Walter
Investment Management LLC.
|
|
2
|
.2
|
|
(1)
|
|
Amendment to the Second Amended and Restated Agreement and Plan
of Merger, entered into as of February 17, 2009 between
Registrant, Walter Industries, Inc., JWH Holding Company, LLC
and Walter Investment Management LLC
|
|
2
|
.3
|
|
(26)
|
|
Securities Purchase Agreement by and between Marathon Asset
Management, L.P., Michael OHanlon, Marix Servicing
LLC, and the Registrant dated August 25, 2010
|
|
3
|
.1
|
|
(4)
|
|
Articles of Amendment and Restatement of Registrant effective
April 17, 2009.
|
|
3
|
.2
|
|
(3)
|
|
By-Laws of Registrant, effective April 17, 2009.
|
|
4
|
.1
|
|
(6)
|
|
Specimen Common Stock Certificate of Registrant
|
|
4
|
.2
|
|
(4)
|
|
Joint Direction and Release, by and among Registrant, Hanover
Statutory Trust I, and The Bank of New York Mellon
Trust Company, N.A. (as successor to JPMorgan Chase Bank,
N.A.) as trustee, dated April 17, 2009.
|
|
4
|
.3
|
|
(4)
|
|
Discharge Agreement, by and among Registrant, Hanover Statutory
Trust I, The Bank of New York Mellon
Trust Company, N.A. (as successor to JPMorgan Chase Bank,
N.A.) as trustee, dated April 17, 2009.
|
|
4
|
.4
|
|
(4)
|
|
Joint Direction and Release, by and among Registrant, Hanover
Statutory Trust II, and Wilmington Trust Company, as
trustee, dated April 17, 2009.
|
|
4
|
.5
|
|
(4)
|
|
Discharge Agreement, by and among Registrant., Hanover Statutory
Trust II, Wilmington Trust Company, as trustee, dated
April 17, 2009.
|
|
10
|
.1
|
|
(2)
|
|
1999 Equity Incentive Plan
|
|
10
|
.2
|
|
(8)
|
|
Amendment No. 1 to the Walter Investment Management Corp.
1999 Equity Incentive Plan
|
|
10
|
.3
|
|
(8)
|
|
Amendment No. 2 to the Walter Investment Management Corp.
1999 Equity Incentive Plan
|
|
10
|
.4
|
|
(1)
|
|
Software License Agreement, dated as of September 30, 2008,
between Registrant and JWH Holding Company, LLC.
|
|
10
|
.5
|
|
(4)
|
|
Assignment and Assumption of Software License Agreement, by and
among Registrant, JWH Holding Company, LLC, and Walter
Investment Management LLC, dated April 17, 2009.
|
|
10
|
.6
|
|
(4)
|
|
Revolving Credit Agreement between Registrant, as borrower,
Regions Bank, as syndication agent, SunTrust Bank, as
administrative agent, and the additional lenders thereto, dated
as of April 20, 2009.
|
|
10
|
.7
|
|
(11)
|
|
Amendment No. 1 dated February 16, 2010 to Revolving
Credit Agreement between Registrant, as borrower, Regions Bank,
as syndication agent, SunTrust Bank, as administrative agent,
and the additional lenders thereto, dated as of April 20,
2009.
|
|
10
|
.7.1
|
|
(30)
|
|
Amendment No. 2 dated June 23, 2010 to Revolving Credit
Agreement between Registrant, as borrower, Regions Bank, as
syndication agent, SunTrust Bank, as administrative agent, and
the additional lenders thereto, dated as of April 20, 2009.
|
|
10
|
.8
|
|
(4)
|
|
Subsidiary Guaranty Agreement by and among Registrant, each of
the subsidiaries listed on Schedule I thereto, SunTrust
Bank as administrative agent, and the additional lenders
thereto, dated April 20, 2009.
|
|
10
|
.9
|
|
(4)
|
|
Revolving Credit Agreement and Security Agreement, between
Registrant as borrower, and Walter Industries, Inc. as lender,
dated as of April 20, 2009.
|
|
10
|
.10
|
|
(4)
|
|
L/C Support Agreement among Registrant and certain of its
subsidiaries and Walter Industries, Inc., dated April 20,
2009.
|
|
10
|
.11
|
|
(4)
|
|
Trademark License Agreement, between Walter Industries, Inc. and
Walter Investment Management LLC, dated April 17, 2009.
|
66
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
No
|
|
Notes
|
|
Description
|
|
|
10
|
.12
|
|
(4)
|
|
Transition Services Agreement, between Walter Industries, Inc.
and Walter Investment Management LLC, dated April 17, 2009.
|
|
10
|
.13
|
|
(4)
|
|
Tax Separation Agreement, between Walter Industries, Inc. and
Walter Investment Management LLC, dated April 17, 2009.
|
|
10
|
.14
|
|
(4)
|
|
Joint Litigation Agreement, between Walter Industries, Inc. and
Walter Investment Management LLC, dated April 17, 2009
|
|
10
|
.15
|
|
(8)
|
|
The 2009 Long Term Incentive Award Plan of Walter Investment
Management Corp.
|
|
10
|
.16.1
|
|
(5)
|
|
Agreement dated as of December 23, 2008, between JWH
Holding Company, L.L.C. and Mark J. OBrien
|
|
10
|
.16.2
|
|
(24)
|
|
Form of Executive RSU Award Agreement of Mark J. OBrien
|
|
10
|
.17
|
|
(9)
|
|
Executive RSU Award Agreement of Mark J. OBrien
|
|
10
|
.17.1
|
|
(9)
|
|
Form of Non-Qualified Option Award Agreement of Mark J.
OBrien dated January 4, 2010
|
|
10
|
.18.1
|
|
(5)
|
|
Agreement dated as of December 23, 2008, between JWH
Holding Company, L.L.C. and Charles E. Cauthen
|
|
10
|
.18.2
|
|
(24)
|
|
Form of Executive RSU Award Agreement of Charles E. Cauthen
|
|
10
|
.19
|
|
(9)
|
|
Form of Executive RSU Award Agreement of Charles E. Cauthen
dated January 4, 2010
|
|
10
|
.19.1
|
|
(9)
|
|
Form of Non-Qualified Option Award Agreement of Charles E.
Cauthen dated January 4, 2010
|
|
10
|
.20.1
|
|
(5)
|
|
Agreement dated as of December 23, 2008, between JWH
Holding Company, L.L.C. and Kimberley Ann Perez
|
|
10
|
.20.2
|
|
(9)
|
|
Form of Executive RSU Award Agreement of Kimberly A. Perez dated
January 4, 2010
|
|
10
|
.20.3
|
|
(9)
|
|
Form of Non-Qualified Option Award Agreement of Kimberly A.
Perez dated January 4, 2010
|
|
10
|
.21
|
|
(24)
|
|
Form of Director Award Agreement
|
|
10
|
.22.1
|
|
(7)
|
|
Form of Indemnity Agreements dated April 17, 2009 between
the Registrant and the following officers and directors: Mark
OBrien, Ellyn Brown, John Burchett, Denmar Dixon, William
J. Meurer, Shannon Smith, Michael T. Tokarz, Charles E. Cauthen,
Irma Tavares, Del Pulido, William Atkins, William Batik,
Joseph Kelly, Jr. and Stuart Boyd.
|
|
10
|
.22.2
|
|
(16)
|
|
Indemnity Agreements dated July 1, 2004 between the
Registrant and the following: John A. Burchett, John A. Clymer,
Joseph J. Freeman, Roberta M. Graffeo, Douglas L. Jacobs, Harold
F. McElraft, Richard J. Martinelli, Joyce S. Mizerak, Saiyid T.
Naqvi, George J. Ostendorf, John N. Rees, David K. Steel, James
F. Stone, James C. Strickler, and Irma N. Tavares
|
|
10
|
.22.3
|
|
(17)
|
|
Indemnity Agreement between Registrant and Harold F. McElraft,
dated as of April 14, 2005
|
|
10
|
.22.4
|
|
(18)
|
|
Indemnity Agreement between Registrant and Suzette Berrios,
dated as of November 28, 2005
|
|
10
|
.23
|
|
(7)
|
|
Office Sublease dated between Registrant and Municipal Mortgage
and Equity, L.L.C
|
|
10
|
.23.1
|
|
(19)
|
|
Office Lease Agreement, dated as of March 1, 1994, between
Metroplex Associates and Registrant, as amended by the First
Modification and Extension of Lease Amendment dated as of
February 28, 1997
|
|
10
|
.23.2
|
|
(20)
|
|
Second Modification and Extension of Lease Agreement dated
April 22, 2002 between Metroplex Associates and Registrant
|
|
10
|
.23.3
|
|
(20)
|
|
Third Modification of Lease Agreement dated May 8, 2002
between Metroplex Associates and Hanover Capital Mortgage
Corporation
|
|
10
|
.23.4
|
|
(20)
|
|
Fourth Modification of Lease Agreement dated November 2002
between Metroplex Associates and Hanover Capital Mortgage
Corporation
|
67
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
No
|
|
Notes
|
|
Description
|
|
|
10
|
.23.5
|
|
(21)
|
|
Fifth Modification of Lease Agreement dated October 9, 2003
between Metroplex Associates and Hanover Capital Partners Ltd.
|
|
10
|
.23.6
|
|
(22)
|
|
Sixth Modification of Lease Agreement dated August 3, 2005
between Metroplex Associates and HanoverTrade Inc.
|
|
10
|
.23.7
|
|
(23)
|
|
Seventh Modification of Lease Agreement dated December 16,
2005 between Metroplex Associates and Hanover Capital Partners
2, Ltd.
|
|
10
|
.24
|
|
(10)
|
|
Employment Agreement between the Registrant and Denmar Dixon
dated January 22, 2010
|
|
10
|
.25
|
|
(28)
|
|
Separation and General Release Between the Registrant and John
A. Burchett
|
|
10
|
.26.1
|
|
(14)
|
|
Amended and Restated Employment Agreement of Irma N. Tavares,
effective as of July 1, 2007
|
|
10
|
.26.2
|
|
(15)
|
|
Second Amended and Restated Employment Agreement dated as of
September 30, 2008 between Registrant and Irma N. Tavares.
|
|
10
|
.26.3
|
|
(1)
|
|
Amendment to the Second Amended and Restated Employment
Agreement, entered into February 12, 2009 between
Registrant and Irma N. Tavares
|
|
10
|
.27
|
|
(32)
|
|
Employment Agreement between the Registrant and Rick Smith dated
December 28, 2010
|
|
10
|
.28
|
|
(32)
|
|
Office Lease by and between NBS Pinnacle 1925/2001 LLC and Marix
Servicing. LLC dated June 13, 2007
|
|
10
|
.29
|
|
(9)
|
|
Form of Executive RSU Award Agreement between the Registrant and
Stuart D. Boyd dated January 4, 2010
|
|
10
|
.29.1
|
|
(29)
|
|
Form of Executive RSU Award Agreement between the Registrant and
Del Pulido dated January 4, 2010
|
|
10
|
.29.2
|
|
(29)
|
|
Non-Qualified Option Award Agreement between the Registrant and
Stuart D. Boyd dated January 4, 2010
|
|
10
|
.30
|
|
(29)
|
|
Non-Qualified Option Award Agreement between the Registrant and
Del Pulido dated January 4, 2010
|
|
10
|
.31
|
|
(25)
|
|
Restricted Stock Unit Agreement between the Registrant and
Denmar Dixon dated January 22, 2010
|
|
10
|
.32
|
|
(25)
|
|
Restricted Stock Unit Agreement between the Registrant and
Denmar Dixon dated January 22, 2010
|
|
10
|
.33
|
|
(25)
|
|
Nonqualified Option Award Agreement of Denmar Dixon dated
January 22, 2010
|
|
10
|
.35
|
|
(29)
|
|
Amended and Restated Employment Agreement between the Registrant
and Mark OBrien dated March 15, 2010
|
|
10
|
.36
|
|
(29)
|
|
Amended and Restated Employment Agreement between the Registrant
and Charles Cauthen dated March 15, 2010
|
|
10
|
.37
|
|
(29)
|
|
Amended and Restated Employment Agreement between the Registrant
and Kimberly Perez dated March 15, 2010
|
|
10
|
.38
|
|
(32)
|
|
Employment Agreement between the Registrant and Stuart D. Boyd
dated April 28, 2010
|
|
10
|
.39
|
|
(27)
|
|
Amendment to Revolving Credit Agreement by and between the
Registrant and Walter Energy, Inc. dated September 23, 2010
|
|
10
|
.40
|
|
(27)
|
|
Amendment to L/C Support Agreement by and between the Registrant
and Walter Energy, Inc. dated September 23, 2010
|
|
10
|
.41
|
|
(7)
|
|
Form of Indemnity Agreement dated March 3, 2010 between the
Registrant and Steven R. Berrard
|
|
10
|
.42
|
|
(31)
|
|
Supplement No. 1 dated October 28, 2010 to the
Indenture dated November 2, 2006 relating to certain asset
backed notes between Mid-State Capital Corporation 2006-1 as
Issuer and The Bank of New York Mellon (formerly known as The
Bank of New York) as Indenture Trustee
|
|
14
|
|
|
(24)
|
|
Code of Conduct
|
68
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
No
|
|
Notes
|
|
Description
|
|
|
21
|
|
|
(32)
|
|
Subsidiaries of the Registrant
|
|
23
|
.1
|
|
(32)
|
|
Consent of Ernst & Young LLP
|
|
31
|
.1
|
|
(32)
|
|
Certification by Mark J. OBrien pursuant to Securities
Exchange Act
Rule 13a-14(a),
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
31
|
.2
|
|
(32)
|
|
Certification by Kimberly Perez pursuant to Securities Exchange
Act
Rule 13a-14(a),
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
32
|
|
|
(32)
|
|
Certification by Mark J. OBrien and Kimberly Perez
pursuant to 18 U.S.C. Section 1352, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
Note
|
|
Notes to Exhibit Index
|
|
(1)
|
|
Incorporated herein by reference to the Annexes to the proxy
statement/ prospectus forming a part of Amendment No. 4 to
the Registrants Registration Statement on
Form S-4,
Registration
No. 333-155091,
as filed with the Securities and Exchange Commission on
February 17, 2009.
|
(2)
|
|
Incorporated herein by reference to Registrants Annual
Report on
Form 10-K
for the year ended December 31, 1999, as filed with the
Securities and Exchange Commission on March 30, 2000.
|
(3)
|
|
Incorporated herein by reference to Registrants Current
Report on
Form 8-K
filed with the Securities and Exchange Commission on
April 21, 2009.
|
(4)
|
|
Incorporated herein by reference to Registrants Current
Report on
Form 8-K
filed with the Securities and Exchange Commission on
April 23, 2009.
|
(5)
|
|
Incorporated by reference to the Exhibits to Amendment
No. 2 to the Registrants Registration Statement on
Form S-4,
Registration
No. 333-155091,
as filed with the Securities and Exchange Commission on
February 6, 2009.
|
(6)
|
|
Incorporated herein by reference to Registrants Quarterly
Report on
Form 10-Q
for the quarter ended March 31, 2009, as filed with the
Securities and Exchange Commission on May 15, 2009
|
(7)
|
|
Incorporated by reference to Registrants Quarterly Report
on
Form 10-Q
for the quarter ended June 30, 2009, as filed with the
Securities and Exchange Commission on August 14, 2009
|
(8)
|
|
Incorporate by reference to the Exhibits to the
Registrants Registration Statement on
form S-8,
Registration
No. 333-160743,
as filed with the Securities and Exchange Commission on
July 22, 2009.
|
(9)
|
|
Incorporated herein by reference to Registrants Current
Report on
Form 8-K
filed with the Securities and Exchange Commission on
January 8, 2010.
|
(10)
|
|
Incorporated herein by reference to Registrants Current
Report on
Form 8-K
filed with the Securities and Exchange Commission on
January 26, 2010.
|
(11)
|
|
Incorporated herein by reference to Registrants Current
Report on
Form 8-K
filed with the Securities and Exchange Commission on
February 19, 2010.
|
(12)
|
|
Incorporated herein by reference to Registrants Current
Report on
Form 8-K/A
filed with the Securities and Exchange Commission on May 1,
2009.
|
(13)
|
|
Incorporate by reference to the Exhibits to the
Registrants Registration Statement on
form S-11,
Registration
No. 333-162067,
as filed with the Securities and Exchange Commission on
September 22, 2009.
|
(14)
|
|
Incorporated herein by reference to Registrants Current
Report on
Form 8-K
filed with the Securities and Exchange Commission on
December 3, 2007.
|
(15)
|
|
Incorporated herein by reference to Registrants Current
Report on
Form 8-K
filed with the Securities and Exchange Commission on
October 1, 2008.
|
(16)
|
|
Incorporated herein by reference to Registrants Quarterly
Report on
Form 10-Q
for the quarter ended September 30, 2004, as filed with the
Securities and Exchange Commission on November 9, 2004.
|
(17)
|
|
Incorporated herein by reference to Registrants Quarterly
Report on
Form 10-Q
for the quarter ended March 31, 2005, as filed with the
Securities and Exchange Commission on May 16, 2005.
|
(18)
|
|
Incorporated herein by reference to Registrants Annual
Report on
Form 10-K
for the year ended December 31, 2005, as filed with the
Securities and Exchange Commission on March 16, 2006.
|
69
|
|
|
Note
|
|
Notes to Exhibit Index
|
|
(19)
|
|
Incorporated herein by reference to Registrants
Registration Statement on
Form S-11,
Registration
No. 333-29261,
as amended, which became effective under the Securities Act of
1933, as amended, on September 15, 1997.
|
(20)
|
|
Incorporated herein by reference to Registrants Annual
Report on
Form 10-K
for the year ended December 31, 2002, as filed with the
Securities and Exchange Commission on March 28, 2003.
|
(21)
|
|
Incorporated herein by reference to Registrants Quarterly
Report on
Form 10-Q
for the quarter ended March 31, 2004, as filed with the
Securities and Exchange Commission on May 24, 2004.
|
(22)
|
|
Incorporated herein by reference to Registrants Quarterly
Report on
Form 10-Q
for the quarter ended June 30, 2005, as filed with the
Securities and Exchange Commission on August 9, 2005.
|
(23)
|
|
Incorporated herein by reference to Registrants Annual
Report on
Form 10-K
for the year ended December 31, 2005, as filed with the
Securities and Exchange Commission on March 16, 2006.
|
(24)
|
|
Incorporated herein by reference to Registrants Current
Report on
Form 8-K
filed with the Securities and Exchange Commission on May 5,
2009.
|
(25)
|
|
Incorporated herein by reference to Registrants Current
Report on
Form 8-K
filed with the Securities and Exchange Commission on
January 28, 2010.
|
(26)
|
|
Incorporated herein by reference to Registrants Current
Report on
Form 8-K
filed with the Securities and Exchange Commission on
August 25, 2010.
|
(27)
|
|
Incorporated herein by reference to Registrants Current
Report on
Form 8-K
filed with the Securities and Exchange Commission on
September 27, 2010.
|
(28)
|
|
Incorporated by reference to Registrants Annual Report on
Form 10-K
for the year ended December 31, 2009, as filed with the
Securities and Exchange Commission on March 2, 2010.
|
(29)
|
|
Incorporated herein by reference to Registrants Quarterly
Report on
Form 10-Q
for the quarter ended March 31, 2010, as filed with the
Securities and Exchange Commission on May 5, 2010.
|
(30)
|
|
Incorporated herein by reference to Registrants Quarterly
Report on
Form 10-Q
for the quarter ended June 30, 2010, as filed with the
Securities and Exchange Commission on August 9, 2010.
|
(31)
|
|
Incorporated herein by reference to Registrants Quarterly
Report on
Form 10-Q
for the quarter ended September 30, 2010, as filed with the
Securities and Exchange Commission on November 3, 2010.
|
(32)
|
|
Filed herewith
|
70
TABLE OF
CONTENTS TO FINANCIAL STATEMENTS
|
|
|
|
|
|
|
Page
|
|
WALTER INVESTMENT MANAGEMENT CORP. AND SUBSIDIARIES
|
|
|
|
|
Report of Independent Registered Certified Public Accounting Firm
|
|
|
F-2
|
|
Consolidated Financial Statements as of December 31, 2010
and 2009 and for the Years Ended December 31, 2010, 2009
and 2008:
|
|
|
|
|
Balance Sheets
|
|
|
F-3
|
|
Statements of Income
|
|
|
F-4
|
|
Statements of Stockholders Equity and Comprehensive Income
|
|
|
F-5
|
|
Statements of Cash Flows
|
|
|
F-6
|
|
Notes to Financial Statements
|
|
|
F-7
|
|
F-1
Report of
Independent Registered Certified Public Accounting
Firm
The Board of Directors and Stockholders of
Walter Investment Management Corp.
We have audited the accompanying consolidated balance sheets of
Walter Investment Management Corp. and subsidiaries as of
December 31, 2010 and 2009, and the related consolidated
statements of income, stockholders equity and
comprehensive income, and cash flows for each of the three years
in the period ended December 31, 2010. These financial
statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Walter Investment Management Corp. and
subsidiaries at December 31, 2010 and 2009, and the
consolidated results of their operations and their cash flows
for each of the three years in the period ended
December 31, 2010, in conformity with U.S. generally
accepted accounting principles.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States),
Walter Investment Management Corp.s internal control over
financial reporting as of December 31, 2010, based on
criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission and our report dated March 8, 2011
expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Tampa, Florida
March 8, 2011
F-2
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(In thousands, except share and per share data)
|
|
|
ASSETS
|
Cash and cash equivalents
|
|
$
|
114,352
|
|
|
$
|
99,286
|
|
Restricted cash and cash equivalents
|
|
|
52,289
|
|
|
|
51,654
|
|
Receivables, net
|
|
|
2,643
|
|
|
|
3,052
|
|
Servicing advances and receivables, net
|
|
|
11,223
|
|
|
|
|
|
Residential loans, net of allowance for loan losses of $15,907
and $17,661, respectively
|
|
|
1,621,485
|
|
|
|
1,644,346
|
|
Subordinate security
|
|
|
1,820
|
|
|
|
1,801
|
|
Real estate owned
|
|
|
67,629
|
|
|
|
63,124
|
|
Deferred debt issuance costs
|
|
|
19,424
|
|
|
|
18,450
|
|
Deferred income tax asset, net
|
|
|
221
|
|
|
|
|
|
Other assets
|
|
|
4,404
|
|
|
|
5,961
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,895,490
|
|
|
$
|
1,887,674
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
Accounts payable and other accrued liabilities
|
|
$
|
33,556
|
|
|
$
|
29,860
|
|
Dividend payable
|
|
|
13,431
|
|
|
|
13,248
|
|
Deferred income tax liabilities, net
|
|
|
|
|
|
|
173
|
|
Mortgage-backed debt
|
|
|
1,281,555
|
|
|
|
1,267,454
|
|
Servicing advance facility
|
|
|
3,254
|
|
|
|
|
|
Accrued interest
|
|
|
8,206
|
|
|
|
8,755
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,340,002
|
|
|
|
1,319,490
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 21)
|
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value per share:
|
|
|
|
|
|
|
|
|
Authorized 10,000,000 shares
|
|
|
|
|
|
|
|
|
Issued and outstanding 0 shares at
December 31, 2010 and 2009, respectively
|
|
|
|
|
|
|
|
|
Common stock, $0.01 par value per share:
|
|
|
|
|
|
|
|
|
Authorized 90,000,000 shares
|
|
|
|
|
|
|
|
|
Issued and outstanding 25,785,693 and
25,642,889 shares at December 31, 2010 and 2009,
respectively
|
|
|
258
|
|
|
|
256
|
|
Additional paid-in capital
|
|
|
127,143
|
|
|
|
122,552
|
|
Retained earnings
|
|
|
426,836
|
|
|
|
443,433
|
|
Accumulated other comprehensive income
|
|
|
1,251
|
|
|
|
1,943
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
555,488
|
|
|
|
568,184
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
1,895,490
|
|
|
$
|
1,887,674
|
|
|
|
|
|
|
|
|
|
|
The following table presents the assets and liabilities of the
Companys consolidated variable interest entities, or
securitization trusts, which are included in the Consolidated
Balance Sheet above. The assets in the table below include those
assets that can only be used to settle obligations of the
consolidated securitization trusts. The liabilities in the table
below include third-party liabilities of the consolidated
securitization trusts only, and for which, creditors or
beneficial interest holders do not have recourse to the Company,
and exclude intercompany balances that eliminate in
consolidation.
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(In thousands)
|
|
|
ASSETS OF THE CONSOLIDATED SECURITIZATION TRUSTS THAT CAN
ONLY BE USED TO SETTLE THE OBLIGATIONS OF THE CONSOLIDATED
SECURITIZATION TRUSTS:
|
Restricted cash
|
|
$
|
42,859
|
|
|
$
|
42,691
|
|
Residential loans, net of allowance for loan losses of $15,217
and $14,201, respectively
|
|
|
1,527,830
|
|
|
|
1,310,710
|
|
Real estate owned
|
|
|
38,234
|
|
|
|
41,143
|
|
Deferred debt issuance costs
|
|
|
19,424
|
|
|
|
18,450
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,628,347
|
|
|
$
|
1,412,994
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES OF THE CONSOLIDATED SECURITIZATION TRUSTS FOR
WHICH CREDITORS OR BENEFICIAL INTEREST HOLDERS DO NOT HAVE
RECOURSE TO THE COMPANY:
|
Accounts payable and other accrued liabilities
|
|
$
|
387
|
|
|
$
|
556
|
|
Mortgage-backed debt
|
|
|
1,281,555
|
|
|
|
1,267,454
|
|
Accrued interest
|
|
|
8,206
|
|
|
|
8,755
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
1,290,148
|
|
|
$
|
1,276,765
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the consolidated
financial statements.
F-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands, except share and per share data)
|
|
|
Net interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
166,188
|
|
|
$
|
175,372
|
|
|
$
|
191,063
|
|
Less: Interest expense
|
|
|
82,711
|
|
|
|
89,726
|
|
|
|
102,115
|
|
Less: Interest rate hedge ineffectiveness
|
|
|
|
|
|
|
|
|
|
|
16,981
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net interest income
|
|
|
83,477
|
|
|
|
85,646
|
|
|
|
71,967
|
|
Less: Provision for loan losses
|
|
|
6,526
|
|
|
|
9,441
|
|
|
|
13,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net interest income after provision for loan losses
|
|
|
76,951
|
|
|
|
76,205
|
|
|
|
58,864
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium revenue
|
|
|
9,163
|
|
|
|
10,041
|
|
|
|
9,233
|
|
Servicing revenue and fees
|
|
|
2,267
|
|
|
|
|
|
|
|
|
|
Other income, net
|
|
|
3,299
|
|
|
|
2,929
|
|
|
|
420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest income
|
|
|
14,729
|
|
|
|
12,970
|
|
|
|
9,653
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Claims expense
|
|
|
2,319
|
|
|
|
4,483
|
|
|
|
5,180
|
|
Salaries and benefits
|
|
|
27,495
|
|
|
|
20,568
|
|
|
|
15,934
|
|
Legal and professional
|
|
|
3,830
|
|
|
|
4,166
|
|
|
|
1,249
|
|
Occupancy
|
|
|
1,490
|
|
|
|
1,364
|
|
|
|
1,509
|
|
Technology and communication
|
|
|
2,955
|
|
|
|
2,980
|
|
|
|
1,404
|
|
Depreciation and amortization
|
|
|
383
|
|
|
|
436
|
|
|
|
416
|
|
General and administrative
|
|
|
12,602
|
|
|
|
10,966
|
|
|
|
9,811
|
|
Gain on mortgage-backed debt extinguishment
|
|
|
(4,258
|
)
|
|
|
|
|
|
|
|
|
Real estate owned expenses, net
|
|
|
6,519
|
|
|
|
5,741
|
|
|
|
7,865
|
|
Related party allocated corporate charges
|
|
|
|
|
|
|
853
|
|
|
|
3,469
|
|
Goodwill impairment charges
|
|
|
|
|
|
|
|
|
|
|
12,291
|
|
Provision for estimated hurricane insurance losses
|
|
|
|
|
|
|
|
|
|
|
3,853
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expenses
|
|
|
53,335
|
|
|
|
51,557
|
|
|
|
62,981
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
38,345
|
|
|
|
37,618
|
|
|
|
5,536
|
|
Income tax expense (benefit)
|
|
|
1,277
|
|
|
|
(76,161
|
)
|
|
|
3,099
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
37,068
|
|
|
$
|
113,779
|
|
|
$
|
2,437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common and common equivalent share
|
|
$
|
1.38
|
|
|
$
|
5.26
|
|
|
$
|
0.12
|
|
Diluted earnings per common and common equivalent share
|
|
$
|
1.38
|
|
|
$
|
5.25
|
|
|
$
|
0.12
|
|
Total dividends declared per common and common equivalent share
|
|
$
|
2.00
|
|
|
$
|
1.50
|
|
|
$
|
|
|
Weighted average common and common equivalent shares
outstanding basic
|
|
|
26,431,853
|
|
|
|
21,496,369
|
|
|
|
19,871,205
|
|
Weighted average common and common equivalent shares
outstanding diluted
|
|
|
26,521,311
|
|
|
|
21,564,621
|
|
|
|
19,871,205
|
|
The accompanying notes are an integral part of the consolidated
financial statements.
F-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Member Unit/
|
|
|
Additional
|
|
|
|
|
|
|
|
|
Other
|
|
|
Receivable
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
Comprehensive
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
from Walter
|
|
|
|
Total
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Income
|
|
|
Earnings
|
|
|
Income (Loss)
|
|
|
Energy
|
|
|
|
(In thousands, except share data)
|
|
|
Balance at December 31, 2007
|
|
$
|
136,401
|
|
|
|
|
|
|
$
|
|
|
|
$
|
68,396
|
|
|
|
|
|
|
$
|
681,519
|
|
|
$
|
(3,830
|
)
|
|
$
|
(609,684
|
)
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
2,437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,437
|
|
|
|
2,437
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in postretirement benefit plans, net of $69 tax effect
|
|
|
(106
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(106
|
)
|
|
|
|
|
|
|
(106
|
)
|
|
|
|
|
Net amortization of realized gain on hedges, net of $137 tax
effect
|
|
|
(258
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(258
|
)
|
|
|
|
|
|
|
(258
|
)
|
|
|
|
|
Net recognized loss on hedges, net of $3,329 tax effect
|
|
|
6,130
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,130
|
|
|
|
|
|
|
|
6,130
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
8,203
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of changing the plan measurement date pursuant to FASB
Statement 158:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost and interest cost for October 1,
2007 December 31, 2007, net of $92 tax effect
|
|
|
171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
171
|
|
|
|
|
|
|
|
|
|
Amortization of actuarial gain and prior service cost for
October 1, 2007 December 31, 2007, net of
$102 tax effect
|
|
|
(189
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(189
|
)
|
|
|
|
|
Net activity with Walter Energy, Inc.
|
|
|
265,917
|
|
|
|
|
|
|
|
|
|
|
|
(17,077
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
282,994
|
|
Share-based compensation
|
|
|
974
|
|
|
|
|
|
|
|
|
|
|
|
974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008
|
|
|
411,477
|
|
|
|
|
|
|
|
|
|
|
|
52,293
|
|
|
|
|
|
|
|
684,127
|
|
|
|
1,747
|
|
|
|
(326,690
|
)
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
113,779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
113,779
|
|
|
|
113,779
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in postretirement (loss) plans, net of $502 tax effect
|
|
|
(41
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(41
|
)
|
|
|
|
|
|
|
(41
|
)
|
|
|
|
|
Net unrealized gain on subordinate security, net of $0 tax effect
|
|
|
189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
189
|
|
|
|
|
|
|
|
189
|
|
|
|
|
|
Net amortization of realized gain on closed hedges, net of $347
tax effect
|
|
|
48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48
|
|
|
|
|
|
|
|
48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
113,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net activity with Walter Energy, Inc.
|
|
|
19,914
|
|
|
|
|
|
|
|
|
|
|
|
(5,172
|
)
|
|
|
|
|
|
|
(301,604
|
)
|
|
|
|
|
|
|
326,690
|
|
Consummation of spin-off and Merger
|
|
|
(2,508
|
)
|
|
|
19,871,205
|
|
|
|
199
|
|
|
|
(2,707
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation
|
|
|
1,352
|
|
|
|
|
|
|
|
|
|
|
|
1,352
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends to Walter Investment Management LLC interest-holders
|
|
|
(16,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,000
|
)
|
|
|
|
|
|
|
|
|
Dividends and dividend equivalents declared
|
|
|
(36,869
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(36,869
|
)
|
|
|
|
|
|
|
|
|
Issuance of restricted stock
|
|
|
|
|
|
|
15,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued upon exercise of stock options
|
|
|
54
|
|
|
|
6,456
|
|
|
|
|
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation of common stock
|
|
|
|
|
|
|
(162
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secondary offering, net of issuance costs
|
|
|
76,789
|
|
|
|
5,750,000
|
|
|
|
57
|
|
|
|
76,732
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2009
|
|
|
568,184
|
|
|
|
25,642,889
|
|
|
|
256
|
|
|
|
122,552
|
|
|
|
|
|
|
|
443,433
|
|
|
|
1,943
|
|
|
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
37,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
37,068
|
|
|
|
37,068
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in postretirement (loss) plans, net of $52 tax effect
|
|
|
(431
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(431
|
)
|
|
|
|
|
|
|
(431
|
)
|
|
|
|
|
Net unrealized gain on subordinate security, net of $0 tax effect
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
19
|
|
|
|
|
|
Net amortization of realized gain on closed hedges, net of $0
tax effect
|
|
|
(280
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(280
|
)
|
|
|
|
|
|
|
(280
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
36,376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation
|
|
|
3,763
|
|
|
|
|
|
|
|
|
|
|
|
3,763
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued upon exercise of stock options and vesting of RSUs
|
|
|
1,094
|
|
|
|
161,800
|
|
|
|
2
|
|
|
|
1,092
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase and cancellation of common stock
|
|
|
(264
|
)
|
|
|
(18,996
|
)
|
|
|
|
|
|
|
(264
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends and dividend equivalents declared
|
|
|
(53,665
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(53,665
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2010
|
|
$
|
555,488
|
|
|
|
25,785,693
|
|
|
$
|
258
|
|
|
$
|
127,143
|
|
|
|
|
|
|
$
|
426,836
|
|
|
$
|
1,251
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the consolidated
financial statements.
F-5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
37,068
|
|
|
$
|
113,779
|
|
|
$
|
2,437
|
|
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses
|
|
|
4,410
|
|
|
|
7,277
|
|
|
|
11,122
|
|
Recovery of charged-off servicing advances
|
|
|
(2,518
|
)
|
|
|
|
|
|
|
|
|
Amortization of residential loan discount to interest income
|
|
|
(13,493
|
)
|
|
|
(14,965
|
)
|
|
|
(18,334
|
)
|
Depreciation and amortization
|
|
|
383
|
|
|
|
436
|
|
|
|
416
|
|
Loss on disposal of fixed assets
|
|
|
918
|
|
|
|
|
|
|
|
|
|
Gain on bargain purchase
|
|
|
(423
|
)
|
|
|
|
|
|
|
|
|
Gain on mortgage-backed debt extinguishment
|
|
|
(4,258
|
)
|
|
|
|
|
|
|
|
|
(Gains) losses on real estate owned, net
|
|
|
(3,490
|
)
|
|
|
(1,567
|
)
|
|
|
1,454
|
|
Proceeds from sale of mortgage securities classified as trading
|
|
|
|
|
|
|
2,387
|
|
|
|
|
|
Benefit from deferred income taxes
|
|
|
(374
|
)
|
|
|
(81,749
|
)
|
|
|
(7,777
|
)
|
Amortization of deferred debt issuance costs to interest expense
|
|
|
1,084
|
|
|
|
1,204
|
|
|
|
1,845
|
|
Share-based compensation
|
|
|
3,763
|
|
|
|
1,352
|
|
|
|
974
|
|
Goodwill impairment charges
|
|
|
|
|
|
|
|
|
|
|
12,291
|
|
Other
|
|
|
(450
|
)
|
|
|
(550
|
)
|
|
|
(258
|
)
|
Decrease (increase) in assets, net of effect of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
(145
|
)
|
|
|
(3,108
|
)
|
|
|
(3,802
|
)
|
Servicing advances and receivables, net
|
|
|
(1,835
|
)
|
|
|
|
|
|
|
|
|
Other
|
|
|
1,940
|
|
|
|
(770
|
)
|
|
|
(649
|
)
|
Increase (decrease) in liabilities, net of effect of
acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other accrued liabilities
|
|
|
(140
|
)
|
|
|
(3,799
|
)
|
|
|
(3,919
|
)
|
Accrued interest
|
|
|
(549
|
)
|
|
|
(965
|
)
|
|
|
(2,236
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows provided by (used in) operating activities
|
|
|
21,891
|
|
|
|
18,962
|
|
|
|
(6,436
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of residential loans
|
|
|
(73,650
|
)
|
|
|
|
|
|
|
|
|
Principal payments received on residential loans
|
|
|
99,235
|
|
|
|
117,388
|
|
|
|
148,432
|
|
Cash proceeds from sales of real estate owned, net
|
|
|
4,758
|
|
|
|
10,048
|
|
|
|
11,370
|
|
Additions to property and equipment, net
|
|
|
340
|
|
|
|
(2,176
|
)
|
|
|
42
|
|
(Increase) decrease in restricted cash and cash equivalents
|
|
|
198
|
|
|
|
(2,665
|
)
|
|
|
19,924
|
|
Acquisition of business, net of cash acquired
|
|
|
1,685
|
|
|
|
774
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows provided by investing activities
|
|
|
32,566
|
|
|
|
123,369
|
|
|
|
179,768
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of mortgage-backed debt
|
|
|
134,355
|
|
|
|
|
|
|
|
25,000
|
|
Payments on mortgage-backed debt
|
|
|
(79,670
|
)
|
|
|
(108,169
|
)
|
|
|
(358,459
|
)
|
Mortgage-backed debt extinguishment
|
|
|
(36,152
|
)
|
|
|
|
|
|
|
|
|
Servicing advance facility, net
|
|
|
(2,760
|
)
|
|
|
|
|
|
|
|
|
Net activity with Walter Energy
|
|
|
|
|
|
|
26,583
|
|
|
|
158,324
|
|
Dividends to Walter Investment Management LLC interest-holders
|
|
|
|
|
|
|
(16,000
|
)
|
|
|
|
|
Dividends and dividend equivalents paid
|
|
|
(53,482
|
)
|
|
|
(23,621
|
)
|
|
|
|
|
Shares issued upon exercise of stock options and vesting of RSUs
|
|
|
1,094
|
|
|
|
54
|
|
|
|
|
|
Repurchase and cancellation of common stock
|
|
|
(264
|
)
|
|
|
|
|
|
|
|
|
Secondary offering, net of issuance costs
|
|
|
|
|
|
|
76,789
|
|
|
|
|
|
Debt issuance costs paid
|
|
|
(2,512
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows used in financing activities
|
|
|
(39,391
|
)
|
|
|
(44,364
|
)
|
|
|
(175,135
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
15,066
|
|
|
|
97,967
|
|
|
|
(1,803
|
)
|
Cash and cash equivalents at beginning of year
|
|
|
99,286
|
|
|
|
1,319
|
|
|
|
3,122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
114,352
|
|
|
$
|
99,286
|
|
|
$
|
1,319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
81,587
|
|
|
$
|
89,480
|
|
|
$
|
119,600
|
|
Cash paid for income taxes
|
|
$
|
1,291
|
|
|
$
|
5,551
|
|
|
$
|
12,443
|
|
Supplemental Disclosure of Non-Cash Investing &
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate owned acquired through foreclosure
|
|
$
|
78,653
|
|
|
$
|
79,640
|
|
|
$
|
67,220
|
|
Residential loans originated to finance the sale of real estate
owned
|
|
$
|
73,038
|
|
|
$
|
56,301
|
|
|
$
|
42,345
|
|
Residential loans acquired with warehouse proceeds and/or
advances from Walter Energy
|
|
$
|
|
|
|
$
|
2,504
|
|
|
$
|
107,593
|
|
Dividends to Walter Energy
|
|
$
|
|
|
|
$
|
306,458
|
|
|
$
|
17,077
|
|
Dividends and dividend equivalents declared, not yet paid
|
|
$
|
13,431
|
|
|
$
|
13,248
|
|
|
$
|
|
|
Consummation of reverse acquisition with Hanover
|
|
$
|
|
|
|
$
|
2,186
|
|
|
$
|
|
|
The accompanying notes are an integral part of the consolidated
financial statements.
F-6
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
|
|
1.
|
Business
and Basis of Presentation
|
The Company is a mortgage servicer and mortgage portfolio owner
specializing in credit-challenged, non-conforming residential
loans primarily in the southeastern United States, or
U.S. The Company originates, purchases, and provides
property insurance for residential loans. The Company also
provides ancillary mortgage advisory services. At
December 31, 2010, the Company had five wholly owned,
primary subsidiaries: Hanover Capital Partners 2, Ltd., doing
business as Hanover Capital, Walter Mortgage Company, LLC, or
WMC, Best Insurors, Inc., or Best, Walter Investment Reinsurance
Company, Ltd., or WIRC, and Marix Servicing LLC, or Marix.
The Companys business, headquartered in Tampa, Florida,
was established in 1958 as the financing segment of Walter
Energy, Inc., formerly known as Walter Industries, Inc., or
Walter Energy. Throughout the Companys history, it
purchased residential loans originated by Walter Energys
homebuilding affiliate, Jim Walter Homes, Inc., or JWH,
originated and purchased residential loans on its own behalf,
and serviced these residential loans to maturity. The Company
has continued these servicing activities since spinning off from
Walter Energy in 2009. In 2010, the Company began acquiring
pools of residential loans. Over the past 50 years, the
Company has developed significant expertise in servicing
credit-challenged accounts through its differentiated high-touch
approach which involves significant
face-to-face
borrower contact by trained servicing personnel strategically
located in the markets where its borrowers reside. As of
December 31, 2010, the Company serviced approximately
34,000 individual residential loans for its owned portfolio and
approximately 5,500 for other investors.
Throughout this Annual Report on
Form 10-K,
references to residential loans refer to residential
mortgage loans and residential retail installment agreements and
references to borrowers refer to borrowers under our
residential mortgage loans and installment obligors under our
residential retail installment agreements.
The
Spin-off from Walter Energy
On September 30, 2008, Walter Energy outlined its plans to
separate its Financing business from its core Natural Resources
business through a spin-off to stockholders. Immediately prior
to the spin-off, substantially all of the assets and liabilities
related to the Financing business were contributed, through a
series of transactions, to Walter Investment Management LLC, or
WIM, in return for all of WIMs membership units. See
Note 3 for further information.
The combined financial statements of WMC, Best and WIRC
(collectively representing substantially all of Walter
Energys Financing business prior to the spin-off) are
considered the predecessor to WIM for accounting purposes. Under
Walter Energys ownership, the Financing business operated
through separate subsidiaries. A direct ownership relationship
did not exist among the legal entities prior to the contribution
to WIM.
The
Merger with Hanover Capital
On September 30, 2008, Walter Energy and WIM entered into a
definitive agreement to merge WIM with Hanover Capital Mortgage
Holdings, Inc., or Hanover, which agreement was amended and
restated on February 17, 2009. On April 17, 2009,
Hanover completed the transactions, or the Merger, contemplated
by the Second Amended and Restated Agreement and Plan of Merger
(as amended on April 17, 2009, or the Merger Agreement) by
and among Hanover, Walter Energy, WIM, and JWH Holding Company,
LLC, or JWHHC. The Merger constitutes a reverse acquisition for
accounting purposes. As such, the pre-acquisition financial
statements of WIM are treated as the historical financial
statements of Walter Investment Management Corporation.
F-7
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The merged business, together with its consolidated
subsidiaries, was renamed Walter Investment Management Corp. on
April 17, 2009 and is referred to herein as Walter
Investment or the Company. See Note 3 for
further information.
The
Acquisition of Marix Servicing, LLC
On August 25, 2010, the Company entered into a definitive
agreement with Marathon Asset Management, L.P., or Marathon, and
an individual seller to purchase 100% of the outstanding
ownership interests of Marix. The acquisition was effective as
of November 1, 2010. See Note 4 for further
information.
Basis
of Presentation
The accompanying consolidated financial statements have been
prepared in accordance with accounting principles generally
accepted in the United States, or GAAP. The consolidated
financial statements include the accounts of Walter Investment,
its wholly owned subsidiaries and variable interest entities, or
VIEs, of which the Company is the primary beneficiary. All
significant intercompany balances and transactions have been
eliminated. In the opinion of management, all adjustments,
consisting of normal recurring accruals, considered necessary
for a fair presentation have been included. The results of
operations for acquired companies are included from the
respective date of acquisition.
General corporate expenses incurred prior to April 17, 2009
and reported in the 2008 and 2009 financial statements contain
allocations of operating costs between WIM and its former
parent, Walter Energy. The costs include risk management,
executive salaries, and other centralized business functions and
were allocated to Walter Energys subsidiaries based on
estimated annual revenues. Such costs were recorded in the
caption related party-allocated corporate charges in
the accompanying statements of income and were $0.9 million
and $3.5 million for the years ended December 31, 2009
and 2008, respectively. Certain costs incurred by Walter Energy
that were considered directly related to WIM were charged to WIM
and recorded in the caption general and
administrative in the accompanying statements of income.
These costs approximated $0.1 million and $1.1 million
for the years ended December 31, 2009 and 2008,
respectively. Management believes these allocations are made on
a reasonable basis; however, the financial statements included
herein may not necessarily reflect Walter Investments
results of operations, financial position and cash flows in the
future or what its results of operations, financial position and
cash flows would have been had WIM operated as a stand-alone
entity prior to April 17, 2009.
Principles
of Consolidation
The Company has historically funded its residential loans
through the securitization market. In particular, the Company
organized Mid-State Trust II, or Trust II (whose
assets are pledged to Trust IV), Mid-State Trust IV,
or Trust IV, Mid-State Trust VI, or Trust VI,
Mid-State Trust VII, or Trust VII, Mid-State
Trust VIII, or Trust VIII, Mid-State Trust X, or
Trust X, Mid-State Trust XI, or Trust XI,
Mid-State Capital Corporation
2004-1
Trust, or
Trust 2004-1,
Mid-State Capital Corporation
2005-1
Trust, or
Trust 2005-1,
and Mid-State Capital Corporation
2006-1
Trust, or
Trust 2006-1,
for the purpose of purchasing residential loans from JWH with
the net proceeds from the issuance of mortgage-backed or
asset-backed notes. Mid-State Capital
Trust 2010-1,
or
Trust 2010-1
was organized for the purpose of leveraging a portion of the
Companys existing unencumbered residential loan portfolio.
The Company acquired the Hanover Capital Grantor Trust from
Hanover as part of the Merger. The Company has aggregated these
securitizations into one group representing the securitizations
of residential loans, (collectively, the Securitization Trusts
or Trusts). The beneficial interests in the Trusts are owned
either directly by Walter Investment, or indirectly by Mid-State
Capital, LLC, or Mid-State, a wholly-owned subsidiary of Walter
Investment.
F-8
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The Company evaluates each securitization trust for
classification as a VIE at the date of initial involvement with
the securitization trust. When a securitization trust meets the
definition of a VIE and the Company determines that it is the
primary beneficiary, the Company includes the securitization
trust in the Companys consolidated financial statements.
This is evidenced by the power to direct the activities of the
VIE that most significantly impact its economic performance and
the obligation to absorb losses of, or the right to receive
benefits from, the VIE that could potentially be significant to
the VIE. The Company takes into account all of its involvement
with the VIE identifying the implicit or explicit variable
interests that individually or in the aggregate could be
significant enough to warrant the designation as the primary
beneficiary. The Company consolidates all of its VIEs. The
Company reassesses whether it is the primary beneficiary on a
continuous basis and whether the securitization trusts are VIEs
upon certain events that affect the securitization trusts
equity investment at risk or upon certain changes in the
securitization trusts activities. See Note 7 for
additional information.
Reclassifications
In order to provide comparability between periods presented,
certain immaterial amounts have been reclassified from the
previously reported consolidated financial statements to conform
to the consolidated financial statement presentation of the
current period. The Company reclassified certain real estate
owned, or REO, expenses from provision for loan losses to real
estate owned expenses, net on the consolidated statements of
income. Additionally, the Company reclassified certain servicing
advance related provision amounts from other income to premium
revenue and general and administrative expenses.
|
|
2.
|
Summary
of Significant Accounting Policies
|
Use of
Estimates
The preparation of consolidated financial statements in
conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities at the date
of the financial statements and the reported amounts of revenue
and expenses during the reporting period. The Companys
material estimates and assumptions primarily arise from risks
and uncertainties associated with interest rate volatility,
prepayment volatility and credit exposure and relate to the
allowance for loan losses, valuation of residential loans, REO,
and mortgage-backed debt. Although management is not currently
aware of any factors that would significantly change its
estimates and assumptions in the near term, future changes in
market conditions may occur which could cause actual results to
differ materially.
Concentrations
of Credit Risk
Financial instruments which potentially subject the Company to
significant concentrations of credit risk consist principally of
cash and cash equivalents, restricted cash and cash equivalents,
and residential loans.
The Company maintains cash and cash equivalents with federally
insured financial institutions and at times these balances may
exceed insurable amounts. Concentrations of credit risk with
respect to residential loans are limited due to the large number
of customers and their dispersion across many geographic areas.
However, of the gross amount of residential loans, 35%, 15%, 8%,
6%, 7% and 6% are secured by homes located in the states of
Texas, Mississippi, Alabama, Louisiana, Florida and South
Carolina, respectively, at December 31, 2010 and 34%, 15%,
9%, 7%, 6% and 6%, respectively, at December 31, 2009. As
of December 31, 2010 and 2009, the Company did not have a
material amount of negative amortizing loans, teaser rate loans
or interest-only loans.
The Company provides insurance to homeowners primarily in the
southeastern U.S. and, due to the concentration in this
area, is subject to risk of loss due to the threat of hurricanes
and other natural disasters.
F-9
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Cash
and Cash Equivalents
Cash and cash equivalents include short-term deposits and highly
liquid investments that have original maturities of three months
or less when purchased and are stated at cost which approximates
market. The Company held $7.5 million in a certificate of
deposit at December 31, 2009.
Restricted
cash and cash equivalents
Restricted cash and cash equivalents relate primarily to funds
collected on residential loans owned by the Companys
various securitization trusts (see Note 7), which are
available only to pay expenses and principal and interest on
indebtedness of the securitization trusts. Restricted cash
equivalents at December 31, 2010 and 2009 include
short-term deposits in FDIC-insured accounts and compensating
balances. Restricted cash equivalents also include
$5.9 million at December 31, 2010 and 2009,
respectively held in an insurance trust account. The insurance
trust account, which secures payments under the Companys
reinsurance agreements, replaced a $5.9 million letter of
credit canceled by the Company in June 2009. The funds in the
insurance trust account include investments in money market
funds. As part of the Marix acquisition, the Company is required
to maintain cash investments in support of letters of credit
issued by third party banks in connection with certain Marix
servicing and lease contracts in the amount of $0.8 million
at December 31, 2010.
Residential
Loans and Revenue Recognition
Residential loans consist of residential mortgage loans and
residential retail installment agreements originated by the
Company and acquired from other originators, principally JWH, or
more recently, acquired as part of a pool. Residential loans
originated for or acquired from JWH are initially recorded at
the discounted value of the future payments using an imputed
interest rate, net of yield adjustments such as deferred loan
origination fees and associated direct costs, premiums and
discounts and are stated at amortized cost. The imputed interest
rate used represents the estimated prevailing market rate of
interest for credit of similar terms issued to borrowers with
similar credit. The Company has had minimal origination activity
subsequent to May 1, 2008, when the Company ceased
purchasing new originations from JWH or providing financing to
new customers of JWH. New originations subsequent to May 1,
2008 relate to the financing of sales of REO properties. The
imputed interest rate on these financings is based on observable
market mortgage rates, adjusted for variations in expected
credit losses where market data is unavailable. Variations in
the estimated market rate of interest used to initially record
residential loans could affect the timing of interest income
recognition. Residential loans acquired in a pool are generally
purchased at discounts to their unpaid principal balance, are
recorded at their purchase price, and stated at amortized cost.
Interest income on the Companys residential loans is a
combination of the interest earned based on the outstanding
principal balance of the underlying loan, the contractual terms
of the mortgage loan and retail installment agreement and the
amortization of yield adjustments, principally premiums and
discounts. The retail installment agreement states the maximum
amount to be charged to borrowers, and ultimately recognized as
interest income, based on the contractual number of payments and
dollar amount of monthly payments. Yield adjustments are
deferred and recognized over the estimated life of the loan as
an adjustment to yield using the level yield method. The Company
uses actual and estimated cash flows to derive an effective
level yield. Residential loan pay-offs received in advance of
scheduled maturity (voluntary prepayments) affect the amount of
interest income due to the recognition at that time of any
remaining unamortized premiums or discounts arising from the
loans inception.
Residential loans are placed on non-accrual status when any
portion of the principal or interest is 90 days past due.
When placed on non-accrual status, the related interest
receivable is reversed against interest income of the current
period. Interest income on non-accrual loans, if received, is
recorded using the cash method of accounting. Residential loans
are removed from non-accrual status when the amount financed and
the
F-10
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
associated interest are no longer over 90 days past due. If
a non-accrual loan is returned to accruing status the accrued
interest, at the date the residential loan is placed on
non-accrual status, and forgone interest during the non-accrual
period, are recorded as interest income as of the date the loan
no longer meets the non-accrual criteria. The past due or
delinquency status of residential loans is generally determined
based on the contractual payment terms. The calculation of
delinquencies excludes from delinquent amounts those accounts
that are in bankruptcy proceedings that are paying their
mortgage payments in contractual compliance with the bankruptcy
court approved mortgage payment obligations. Loan balances are
charged off when it becomes evident that balances are not fully
collectible.
The Company sells REO which was foreclosed from borrowers in
default of their loans or notes. Sales of REO involve the sale
and, in most circumstances, the financing of both the home and
related real estate. Revenues from the sales of REO are
recognized by the full accrual method where appropriate.
However, the requirement for a minimum 5% initial cash
investment (for primary residences), frequently is not met. When
this is the case, losses are immediately recognized, and gains
are deferred and recognized by the installment method until the
borrowers investment reaches the minimum 5%. At that time,
revenue is recognized by the full accrual method.
Acquired loans follow the accounting guidance for loans and debt
securities acquired with deteriorated credit quality, when
applicable. At acquisition, the Company reviews each loan or
pool of loans to determine whether there is evidence of
deterioration in credit quality since origination and if it is
probable that the Company will be unable to collect all amounts
due according to the loans contractual terms. The Company
considers expected prepayments and estimates the amount and
timing of undiscounted expected principal, interest and other
cash flows for each loan or pool of loans meeting the criteria
above, and determines the excess of the loans or
pools scheduled contractual principal and contractual
interest payments over all cash flows expected at acquisition as
an amount that should not be accreted (non-accretable
difference). The remaining amount, representing the excess or
deficit of the loans or pools cash flows expected to
be collected over the amount paid, is accreted or amortized into
interest income over the remaining life of the loan or pool
(accretable yield). These loans are reflected in the
consolidated balance sheets net of these discounts.
Periodically, the Company evaluates the expected cash flows for
each loan or pool of loans. An additional allowance for loan
losses is recognized if it is probable the Company will not
collect all of the cash flows expected to be collected as of the
acquisition date. If the re-evaluation indicates a loan or pool
of loans expected cash flows has significantly increased
when compared to previous estimates, the prospective yield will
be increased to recognize the additional income over the life of
the asset.
Allowance
for Loan Losses on Residential Loans
The allowance for loan losses represents managements
estimate of probable incurred credit losses inherent in our
residential loan portfolio as of the balance sheet date. The
Company has one portfolio segment and class that consist
primarily of less-than prime, credit challenged residential
loans. The risk characteristics of the portfolio segment and
class relate to credit exposure. The method for monitoring and
assessing the credit risk is the same throughout the portfolio.
The allowance for loan losses on residential loans includes two
components: (1) specifically identified residential loans
that are evaluated individually for impairment and (2) all
other residential loans that are considered a homogenous pool
that are collectively evaluated for impairment.
The Company reviews all residential loans for impairment and
determines a residential loan is impaired when, based on current
information and events, it is probable that the Company will be
unable to collect amounts due according to the original
contractual terms of the loan agreement. Factors considered in
assessing collectability include, but are not limited to, a
borrowers extended delinquency and the initiation of
foreclosure proceedings. Loans that experience insignificant
payment delays and payment shortfalls generally
F-11
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
are not classified as impaired. Management determines the
significance of payment delays and payment shortfalls on a
case-by-case
basis, taking into consideration all of the circumstances
surrounding the loan and the borrower, including the length of
delay, the reasons for the delay, the borrowers prior
payment record, and the amount of the shortfall in relation to
the principal and interest owed. The Company determines a
specific impairment allowance generally based on the difference
between the carrying value of the residential loan and the
estimated fair value of the collateral.
The determination of the level of the allowance for loan losses
and, correspondingly, the provision for loan losses, for the
residential loans evaluated collectively is based on, but not
limited to, delinquency levels and trends, default frequency,
prior loan loss severity experience, and managements
judgment and assumptions regarding various matters, including
the composition of the residential loan portfolio, known and
inherent risks in the portfolio, the estimated value of the
underlying real estate collateral, the level of the allowance in
relation to total loans and to historical loss levels, current
economic and market conditions within the applicable geographic
areas surrounding the underlying real estate, changes in
unemployment levels and the impact that changes in interest
rates have on a borrowers ability to refinance their loan
and to meet their repayment obligations. Management continuously
evaluates these assumptions and various other relevant factors
impacting credit quality and inherent losses when quantifying
our exposure to credit losses and assessing the adequacy of our
allowance for such losses as of each reporting date. The level
of the allowance is adjusted based on the results of
managements analysis. Generally, as residential loans age,
the credit exposure is reduced, resulting in decreasing
provisions.
Given continuing pressure on residential property values,
especially in our southeastern U.S. market, continued high
unemployment and a generally uncertain economic backdrop, we
expect the allowance for loan losses to continue to remain
elevated until such time as we experience a sustained
improvement in the credit quality of the residential loan
portfolio. The future growth of the allowance is highly
correlated to unemployment levels and changes in home prices
within our markets.
While we consider the allowance for loan losses to be adequate
based on information currently available, future adjustments to
the allowance may be necessary if circumstances differ
substantially from the assumptions used by management in
determining the allowance for loan losses.
Real
Estate Owned
REO, which consists of real estate acquired in satisfaction of
residential loans, is recorded at the lower of cost or estimated
fair value less estimated costs to sell, based upon historical
resale recovery rates and current market conditions, with any
difference between the fair value of the property and the
carrying value of the loan recorded as a charge-off. Subsequent
declines in value are reported as adjustments to the carrying
amount and are recorded in real estate owned expenses, net.
Gains or losses resulting from the sale of REO are recognized in
real estate owned expenses, net at the date of sale. Costs
relating to the improvement of the property are capitalized to
the extent the balance does not exceed fair value, whereas those
relating to maintaining the property are charged to real estate
owned expenses, net.
Servicing
Revenue and Fees
As a result of the Marix acquisition, the Company earns fees for
servicing mortgage loans for third party investors as defined by
the respective servicing agreements. Incentive fees are
recognized in the final period in which required performance, by
the mortgagor, is completed. In addition, under typical
servicing contracts, the Company retains all or a portion of
late fees and other ancillary fees paid by borrowers and earns
certain customary market-based fees such as boarding and
de-boarding fees, reperforming fees and modification fees, as
well as interest on funds on deposit in custodial or escrow
accounts.
F-12
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The Company receives a monthly base per loan fee and is entitled
to incentive compensation from several mortgage insurance
companies for providing servicing activities such as initiating
loss mitigation proceedings, accepting loss mitigation work-out
calls, identifying mortgagors interest in resolution of
delinquency and updating mortgagors information on behalf
of the mortgage insurance companies.
Servicing
Advances
In the ordinary course of servicing residential loans and
pursuant to certain servicing agreements, the Company routinely
advances for the principal and interest portion of delinquent
mortgage payments to investors prior to the collection from
borrowers provided that the Company determines these advances
are recoverable from either the borrower or the liquidation of
the property. In addition, the Company is required under certain
servicing contracts to ensure that property taxes and insurance
premiums are paid and to process foreclosures. Generally, the
Company recovers such advances from borrowers for reinstated or
performing loans, proceeds from liquidation of the property,
from investors, or the securitization trusts as it relates to
the owned residential loan portfolio, to the extent other
sources are insufficient. Most of the Companys servicing
agreements provide that servicing advances made under the
respective agreements have a priority over all other cash
payments from the proceeds of the residential loan, and in the
majority of cases, the proceeds of the pool of residential
loans, which are the subject of that servicing agreement. As a
result, the Company is entitled to repayment from loan proceeds
before any interest or principal is paid to the bondholders, and
in the majority of cases, advances in excess of loan proceeds
may be recovered from pool level proceeds.
The Company establishes an allowance on servicing advances based
on an analysis of the underlying loans. The allowance reflects
an amount, which, in managements judgment, is adequate to
provide for probable losses after giving consideration to the
historical loss experience. During the fourth quarter of 2010,
the Company performed an analysis of the historical collection
rates for the servicing advances related to the Companys
owned residential loan portfolio which resulted in a change to
the estimate of the allowance for uncollectible advances. The
effect of this change in estimate was to increase servicing
advances and receivables, net balances by approximately
$2.5 million, with a corresponding increase to premium
revenue and general and administrative expenses. The change in
estimate increased net income by $2.5 million and net
income per both basic and diluted share by $0.09 for the year
ended December 31, 2010.
Custodial
Accounts
In connection with its servicing activities, the Company has a
fiduciary responsibility for servicing accounts related to
borrower escrow funds and custodial funds due to investors,
aggregating approximately $24.0 million as of
December 31, 2010. These funds are maintained in segregated
bank accounts, which do not represent assets and liabilities of
the Company, and accordingly, are not reflected in the
accompanying consolidated balance sheets.
Property
and Equipment
Property and equipment are recorded at cost less accumulated
depreciation and are recorded within other assets. Depreciation
is recorded on the straight-line basis over the estimated useful
lives of the assets. Gains and losses upon disposition are
reflected in the statements of income in the period of
disposition. Maintenance and repair costs are charged to expense
as incurred.
Accounting
for the Impairment of Long-Lived Assets and
Goodwill
Long-lived assets, including goodwill, are reviewed for
impairment whenever events or changes in circumstances indicate
that the book value of the asset may not be recoverable and, in
the case of goodwill, at
F-13
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
least annually. The Company periodically evaluates whether
events and circumstances have occurred that indicate possible
impairment.
The Company uses estimates of future cash flows of the related
asset, asset grouping or reporting unit in measuring whether the
assets are recoverable. Changes in market conditions and actual
or estimated future cash flows could have an impact on the
recoverability of such assets, resulting in future impairment
charges.
In 2008, the Company recorded a charge of $12.3 million for
the impairment of goodwill. As a result of further deterioration
in the
less-than-prime
mortgage markets, the Company analyzed its goodwill for
potential impairment. The fair value was determined using a
discounted cash flow approach which indicated that the carrying
value exceeded the fair value and that there was no implied
value of goodwill. The discount rate of interest used to
determine both the fair value of the reporting unit and the
implied value of goodwill was a contributing factor in this
impairment charge. The continued increase in perceived risk in
the financial services markets resulted in a significant
increase in the discount rate applied to the projected future
cash flows, as compared to the discount rate applied to similar
analyses performed in previous periods. As a result of this
write-off, the Company no longer has any goodwill on its balance
sheet.
Mortgage-Backed
Debt
The Companys mortgage-backed debt is carried at amortized
cost. Deferred debt issuance costs represent debt issue costs
related to the mortgage-backed debt of the securitization
trusts. These costs and discounts, if any, are amortized into
interest expense over the life of the securitization trusts
using the interest method.
Hedging
Activities
The Company has, in the past, entered into interest rate hedge
agreements designed to reduce the risk of rising interest rates
on the forecasted amount of securitization debt to be issued to
finance residential loans. Changes in the fair value of interest
rate hedge agreements that were designated and effective as
hedges were recorded in accumulated other comprehensive income
(loss), or AOCI. Deferred gains or losses from settled hedges
determined to be effective have been reclassified from AOCI to
interest expense in the statement of income in the same period
as the underlying transactions were recorded and are recognized
in the caption interest expense. Cash flows from
hedging activities are reported in the statement of cash flows
in the same classification as the hedged item. Changes in the
fair value of interest rate hedge agreements that are not
effective are immediately recorded in the statement of income.
There were no hedges outstanding as of December 31, 2010
and 2009, respectively.
Insurance
Claims (Hurricane Losses)
Accruals for property liability claims and claims expense are
recognized when probable and reasonably estimable at amounts
necessary to settle both reported and unreported claims of
insured property liability losses, based upon the facts in each
case and the Companys experience with similar matters. The
establishment of appropriate accruals, including accruals for
catastrophes such as hurricanes, is an inherently uncertain
process. Accrual estimates are regularly reviewed and updated,
using the most current information available.
The Company recorded a provision of $3.9 million in 2008
for hurricane insurance losses, net of reinsurance proceeds
received from unrelated insurance carriers. These estimates were
recorded for claims losses as a result of damage from Hurricanes
Ike and Gustav in the Companys geographic footprint. There
were no significant hurricane losses in the other years
presented.
F-14
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following table provides a reconciliation of the liability
for unpaid claims and claim adjustment expenses for the years
ended December 31 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Gross liability, beginning of year
|
|
$
|
1,015
|
|
|
$
|
2,906
|
|
|
$
|
1,510
|
|
Less: Reinsurance recoverables
|
|
|
|
|
|
|
|
|
|
|
(79
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net liability, beginning of year
|
|
|
1,015
|
|
|
|
2,906
|
|
|
|
1,431
|
|
Incurred losses related to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
2,748
|
|
|
|
4,801
|
|
|
|
8,759
|
|
Prior years
|
|
|
(429
|
)
|
|
|
(318
|
)
|
|
|
(236
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total incurred
|
|
|
2,319
|
|
|
|
4,483
|
|
|
|
8,523
|
|
Paid related to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
2,292
|
|
|
|
4,136
|
|
|
|
6,593
|
|
Prior years
|
|
|
586
|
|
|
|
2,238
|
|
|
|
648
|
|
Less: Reinsurance recoveries
|
|
|
|
|
|
|
|
|
|
|
(193
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Paid
|
|
|
2,878
|
|
|
|
6,374
|
|
|
|
7,048
|
|
Net liability, end of year
|
|
|
456
|
|
|
|
1,015
|
|
|
|
2,906
|
|
Plus: Reinsurance recoverables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross liability, end of year
|
|
$
|
456
|
|
|
$
|
1,015
|
|
|
$
|
2,906
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported claims liability
|
|
$
|
206
|
|
|
$
|
365
|
|
|
$
|
1,505
|
|
Incurred but not reported claims liability
|
|
|
250
|
|
|
|
650
|
|
|
|
1,401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross liability, end of year
|
|
$
|
456
|
|
|
$
|
1,015
|
|
|
$
|
2,906
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-Based
Compensation Plans
The Company has in effect stock incentive plans under which
restricted stock, restricted stock units and non-qualified stock
options have been granted to employees and non-employee members
of the Board of Directors. The Company is required to estimate
the fair value of share-based awards on the date of grant. The
value of the award is principally recognized as expense using
the graded method over the requisite service periods. The fair
value of the Companys restricted stock and restricted
stock units is generally based on the average of the high and
low market price of its common stock on the date of grant. The
Company has estimated the fair value of non-qualified stock
options as of the date of grant using the Black-Scholes option
pricing model. The Black-Scholes model considers, among other
factors, the expected life of the award, the expected volatility
of the Companys stock price and expected dividends.
Income
Taxes
The Company has elected to be taxed as a REIT under the Internal
Revenue Code of 1986, as amended, or Code, and the corresponding
provisions of state law. To qualify as a REIT the Company must
distribute at least 90% of its annual REIT taxable income to
stockholders (not including taxable income retained in its
taxable subsidiaries) within the timeframe set forth in the Code
and also meet certain other requirements.
The Company assesses its tax positions for all open tax years
and determines whether it has any material unrecognized
liabilities in accordance with the guidance on accounting for
uncertain tax positions. The
F-15
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Company classifies interest and penalties on uncertain tax
positions as general and administrative expenses in its
consolidated statements of income.
Basic
and Diluted Net Income Available to Common Stockholders per
Share
Basic net income available to common stockholders per share is
computed by dividing net income available to common
stockholders, after the allocation of income to participating
securities, by the weighted-average number of common shares
outstanding for the period. Diluted net income available to
common stockholders per share is computed by dividing net income
available to common stockholders, after the allocation of income
to participating securities, by the sum of the weighted-average
number of common shares outstanding for the period plus the
assumed exercise of all dilutive securities, using the treasury
stock method.
Litigation
and Investigations
The Company is involved in litigation, investigations and claims
arising out of the normal conduct of its business. The Company
estimates and accrues liabilities resulting from such matters
based on a variety of factors, including outstanding legal
claims and proposed settlements and assessments by internal
counsel of pending or threatened litigation. These accruals are
recorded when the costs are determined to be probable and are
reasonably estimable. The Company believes it has adequately
accrued for these potential liabilities; however, facts and
circumstances may change that could cause the actual liabilities
to exceed the estimates, or that may require adjustments to the
recorded liability balances in the future.
Notwithstanding the foregoing, WMC is a party to a lawsuit
entitled Casa Linda Homes, et al. v. Walter Mortgage
Company, et al., Cause
No. C-2918-08-H,
389th
Judicial District Court of Hidalgo County, Texas, claiming
breach of contract, fraud, negligent misrepresentation, breach
of fiduciary duty and bad faith, promissory estoppel and unjust
enrichment. The plaintiffs are seeking actual and exemplary
damages, the amount of which have not been specified. The
allegations arise from a claim that WMC breached a contract with
the plaintiffs by failing to purchase a certain amount of loan
pool packages from the corporate plaintiff, a Texas real estate
developer. The Company believes the case to be without merit and
is vigorously pursuing the defense of the claim.
As discussed in Note 20, Walter Energy is in dispute with
the Internal Revenue Service, or IRS, on a number of federal
income tax issues. Walter Energy has stated in its public
filings that it believes that all of its current and prior tax
filing positions have substantial merit and that Walter Energy
intends to defend vigorously any tax claims asserted. Under the
terms of the tax separation agreement, as discussed in
Note 16, between the Company and Walter Energy dated
April 17, 2009, Walter Energy is responsible for the
payment of all federal income taxes (including any interest or
penalties applicable thereto) of the consolidated group, which
includes the aforementioned claims of the IRS. However, to the
extent that Walter Energy is unable to pay any amounts owed, the
Company could be responsible for any unpaid amounts.
Recently
Adopted Accounting Guidance
Receivables
In July 2010, the FASB updated the accounting standards to
enhance disclosures about the credit quality of financing
receivables and the allowance for credit losses, including
disclosures regarding credit quality indicators, past due
information, and modification of financing receivables. The
guidance related to disclosures as of the end of a reporting
period was effective for interim and annual reporting periods
ending on or after December 15, 2010. The guidance related
to disclosures about activity that occurs during a reporting
period will be effective for interim and annual reporting
periods beginning on or after December 15, 2010. The
F-16
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
adoption of this guidance, except for the activity-related
disclosures which are required to be adopted in 2011, is
included in Note 7.
Consolidation
of Variable Interest Entities
In June 2009, the FASB updated the Consolidation guidance to
modify certain characteristics that identify a VIE, revise the
criteria for determining the primary beneficiary of a VIE, add
and additional reconsideration event to determining whether an
entity is a VIE, eliminate troubled debt restructurings as an
excluded reconsideration event and enhance disclosures regarding
involvement with a VIE. The adoption of this guidance on
January 1, 2010 did not have a significant impact on the
Companys consolidated financial statements.
Transfers
and Servicing
In June 2009, the FASB issued new accounting guidance concerning
the accounting for transfers of financial assets which amends
the existing derecognition accounting and disclosure guidance.
The guidance eliminates the exemption from consolidation for
QSPEs, it also requires a transferor to evaluate all existing
QSPEs to determine whether the QSPE must be consolidated in
accordance with the accounting guidance concerning variable
interest entities. The guidance was effective for financial
asset transfers occurring after the beginning of an
entitys first fiscal year that begins after
November 15, 2009. The adoption of this guidance on
January 1, 2010 did not have a significant impact on the
Companys consolidated financial statements.
Fair
Value Measurements and Disclosures
In January 2010, the FASB updated the accounting standards to
require new disclosures for fair value measurements and to
provide clarification for existing disclosure requirements. More
specifically, this update requires (a) an entity to
disclose separately the amounts of significant transfers in and
out of levels 1 and 2 fair value measurements and to
describe the reasons for the transfers and (b) information
about purchases, sales, issuances, and settlements to be
presented separately (i.e., present the activity on a gross
basis rather than net) in the roll forward of fair value
measurements using significant unobservable inputs (Level 3
inputs). This update clarifies existing disclosure requirements
for the level of disaggregation used for classes of assets and
liabilities measured at fair value and requires disclosures
about the valuation techniques and inputs used to measure for
fair value for both recurring and nonrecurring fair value
measurements using Level 2 and Level 3 inputs. The
standard was effective for interim and annual reporting periods
beginning after December 15, 2009, except for the
disclosures about purchases, sales, issuances, and settlements
in the roll forward of activity in Level 3 fair value
measurements. Those disclosures are effective for fiscal years
beginning after December 15, 2010, and for interim periods
within those fiscal years. The adoption of this guidance on
January 1, 2010 did not have a significant impact on the
Companys disclosures. See Note 5 for the additional
required disclosures. The portion of the accounting update that
the Company has not yet adopted is not expected to have a
material impact on the Companys disclosures.
Subsequent
Events
In May 2009, the FASB issued guidelines on subsequent event
accounting to establish general standards of accounting for and
disclosure of events that occur after the balance sheet date but
before financial statements are issued. This guidance was
subsequently amended in February 2010 to no longer require
disclosure of the date through which an entity has evaluated
subsequent events. Other than the elimination of the requirement
to disclose the date through which management has performed its
evaluation of subsequent events (Note 23), the adoption of
these guidelines had no impact on the Companys
consolidated financial statements.
F-17
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Receivables
In April 2010, the FASB updated the accounting standards to
clarify that modifications of acquired loans that are accounted
for within a pool would not result in the removal of those loans
from the pool even if the modification would otherwise be
considered a troubled debt restructuring. The guidance was
effective for modifications of acquired loans exhibiting
characteristics of credit impairment at the time of acquisition
that are accounted for within pools occurring in the first
interim or annual period ending on or after July 15, 2010.
The adoption of this guidance on December 31, 2010 did not
have a significant impact on the Companys consolidated
financial statements.
Recently
Issued Accounting Guidance
In December 2010, the FASB issued an accounting standard update
focused on the disclosure of supplementary pro-forma information
in business combinations. The purpose of the update was to
eliminate diversity in practice surrounding the interpretation
of select revenue and expense pro-forma disclosures. The update
provides guidance as to the acquisition date that should be
selected when preparing the pro-forma financial disclosures, in
the event that comparative financial statements are presented
the acquisition date assumed for the pro-forma disclosure shall
be the first day of the preceding, comparative year. The
adoption of this standard is not expected to have a material
impact on the Companys consolidated financial position,
results of operations or cash flows.
|
|
3.
|
Business
Separation from Walter Energy and Merger with Hanover
|
On September 30, 2008, Walter Energy outlined its plans to
separate its Financing business from its core Natural Resources
businesses through a spin-off to stockholders and subsequent
Merger with Hanover. In furtherance of these plans, on
September 30, 2008, Walter Energy and WIM entered into a
definitive agreement to merge WIM with Hanover, which agreement
was amended and restated on February 17, 2009. To effect
the separation, WIM was formed on February 3, 2009, as a
wholly-owned subsidiary of Walter Energy, having no independent
assets or operations. Immediately prior to the spin-off,
substantially all of the assets and liabilities related to the
Financing business were contributed, through a series of
transactions, to WIM in return for WIMs membership unit.
On April 17, 2009, the Company completed its separation
from Walter Energy. In connection with the separation, WIM and
Walter Energy executed the following transactions or agreements
which involved no cash:
|
|
|
|
|
Walter Energy distributed 100% of its interest in WIM to holders
of Walter Energys common stock;
|
|
|
|
All intercompany balances between WIM and Walter Energy were
settled with the net balance recorded as a dividend to Walter
Energy;
|
|
|
|
In accordance with the Tax Separation Agreement, Walter Energy
will, in general, be responsible for any and all taxes reported
on any joint return through the date of the separation, which
may also include WIM for periods prior to the separation. WIM
will be responsible for any and all taxes reported on any WIM
separate tax return and on any consolidated returns for Walter
Investment subsequent to the separation;
|
|
|
|
Walter Energys share-based awards held by WIM employees
were converted to equivalent share-based awards of Walter
Investment, with the number of shares and the exercise price
being equitably adjusted to preserve the intrinsic value. The
conversion was accounted for as a modification pursuant to the
guidance concerning stock compensation.
|
F-18
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The assets and liabilities transferred to WIM from Walter Energy
also included $26.6 million in cash, which was contributed
to WIM by Walter Energy on April 17, 2009. Following the
spin-off, WIM paid a taxable dividend consisting of cash of
$16.0 million and additional equity interests to its
members.
The Merger occurred immediately following the spin-off and
taxable dividend on April 17, 2009. The surviving company,
Walter Investment, continues to operate as a publicly traded
real estate investment trust, or REIT, subsequent to the Merger.
After the spin-off and Merger, Walter Energys stockholders
that became members of WIM as a result of the spin-off, and
certain holders of options to acquire limited liability company
interests of WIM, collectively owned 98.5% and stockholders of
Hanover owned 1.5% of the shares of common stock of Walter
Investment outstanding or reserved for issuance in settlement of
restricted stock units of Walter Investment. As a result, the
business combination has been accounted for as a reverse
acquisition, with WIM considered the accounting acquirer. Walter
Investment applied for, and was granted approval, to list its
shares on the NYSE Amex. On April 20, 2009, the
Companys common stock began trading on the NYSE Amex under
the symbol WAC.
The purchase price for the acquisition was $2.2 million
based on the fair value of Hanover (308,302 Hanover shares,
which represented 1.5% of the shares of common stock at the time
of the transaction, at $7.09, the closing stock price of Walter
Investment) on April 17, 2009.
The above purchase price has been allocated to the tangible
assets acquired and liabilities assumed based on
managements estimates of their current fair values.
Acquisition-related transaction costs, including legal and
accounting fees and other external costs directly related to the
Merger, were expensed as incurred.
The purchase price was allocated as of April 17, 2009 as
follows (in thousands):
|
|
|
|
|
Cash
|
|
$
|
774
|
|
Receivables
|
|
|
330
|
|
Subordinate security
|
|
|
1,600
|
|
Residential loans, net
|
|
|
4,532
|
|
Other assets
|
|
|
388
|
|
Accounts payable and accrued expenses
|
|
|
(2,093
|
)
|
Mortgage-backed debt
|
|
|
(2,666
|
)
|
Other liabilities
|
|
|
(679
|
)
|
|
|
|
|
|
|
|
$
|
2,186
|
|
|
|
|
|
|
The amounts of revenue and net loss of Hanover included in the
Companys consolidated statement of income from the
acquisition date to December 31, 2009 are as follows (in
thousands):
|
|
|
|
|
|
|
For the Period
|
|
|
April 17, 2009
|
|
|
to December 31, 2009
|
|
Total revenue
|
|
$
|
1,622
|
|
Net loss
|
|
$
|
(686
|
)
|
The following unaudited pro forma information assumes that the
Merger occurred on January 1, 2008. The unaudited pro forma
supplemental results have been prepared based on estimates and
assumptions, which management believes are reasonable but are
not necessarily indicative of the consolidated financial
position or results of income had the Merger occurred on
January 1, 2008, nor of future results of income.
F-19
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The unaudited pro forma results for the years ended
December 31, 2009 and 2008 are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
|
December 31,
|
|
|
2009
|
|
2008
|
|
Total revenue
|
|
$
|
187,740
|
|
|
$
|
202,269
|
|
Net income
|
|
$
|
35,924
|
|
|
$
|
38,357
|
|
These amounts have been calculated after applying the
Companys accounting policies and adjusting the results of
Hanover for operations that will not continue post-Merger,
together with the consequential tax effects.
Prior to the acquisition, the Company loaned Hanover funds under
a revolving line of credit, as well as a loan and security
agreement which were automatically terminated by operation of
law upon consummation of the Merger.
|
|
4.
|
Acquisition
of Marix Servicing, LLC
|
On August 25, 2010, the Company signed a securities
purchase agreement to acquire Marix from Marathon and an
individual seller. Effective November 1, 2010, the Company
completed its acquisition of a 100% interest in Marix. Marix is
a high-touch specialty mortgage servicer, based in Phoenix,
Arizona, focused on default management, borrower outreach, loss
mitigation, liquidation strategies, component servicing and
specialty servicing. Marix becomes a significant component of
the Companys high-touch asset management and servicing
platform, allowing it to expand its portfolio acquisition and
revenue growth opportunities both geographically throughout the
U.S. and in terms of volume.
The purchase price for the acquisition was a cash payment due at
closing of less than $0.1 million plus contingent earn-out
payments of $2.1 million. The earn-out payments are driven
by net servicing revenue in Marixs existing business in
excess of a base of $3.8 million per quarter. The payments
are due within 30 days after the end of each fiscal quarter
through the three year period ended December 31, 2013. The
estimated liability for future earn-out payments is recorded in
accounts payable and other accrued liabilities. In accordance
with the accounting guidance on business combinations, any
future adjustments to the estimated earn-out liability will be
recognized in the earnings of that period.
The fair value of the estimated earn-out liability is based on
the present value of the expected future payments to be made to
the seller of Marix in accordance with the provisions outlined
in the purchase agreement. In determining fair value,
Marixs future performance is estimated using financial
projections developed by management. The expected future
payments are estimated on the basis of the earn-out formula
specified in the purchase agreement compared to the associated
financial projections. These payments are then discounted to
present value using a risk-adjusted rate that takes into
consideration the likelihood that the forecasted earn-out
payments will be made.
The preliminary purchase price of Marix has been allocated to
the tangible assets acquired and liabilities assumed based on
managements estimates of their current fair values.
Acquisition-related transaction costs, including legal and
accounting fees and other external costs directly related to the
acquisition, were expensed as incurred. The business
combinations guidance requires that a gain be recorded when the
fair value of the net assets acquired is greater than the fair
value of the consideration transferred. The Company obtained the
net assets at a bargain and recognized a gain of approximately
$0.4 million recorded in other income, net in the fourth
quarter of 2010. Adjustments may be recorded during the
measurement period to the preliminary purchase price, the assets
acquired or liabilities assumed as additional information
becomes known.
F-20
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The purchase price was allocated as of November 1, 2010 as
follows (in thousands):
|
|
|
|
|
Cash
|
|
$
|
1,685
|
|
Restricted cash
|
|
|
833
|
|
Receivables
|
|
|
163
|
|
Servicing advances and receivables, net
|
|
|
6,870
|
|
Other assets
|
|
|
2,024
|
|
Accounts payable and accrued expenses
|
|
|
(5,138
|
)
|
Servicing advance facility and related liabilities
|
|
|
(6,014
|
)
|
|
|
|
|
|
Bargain purchase recognized
|
|
$
|
423
|
|
|
|
|
|
|
The amounts of revenue and net loss of Marix included in the
Companys consolidated statement of income from the
acquisition date to December 31, 2010 are as follows (in
thousands):
|
|
|
|
|
|
|
For the Period
|
|
|
November 1, 2010
|
|
|
to December 31, 2010
|
|
Total revenue
|
|
$
|
1,813
|
|
Net loss
|
|
$
|
(529
|
)
|
The following unaudited pro forma information assumes that the
acquisition of Marix occurred on January 1, 2008. The
unaudited pro forma supplemental results have been prepared
based on estimates and assumptions, which management believes
are reasonable but are not necessarily indicative of the
consolidated financial position or results of income had the
acquisition of Marix occurred on January 1, 2008, nor of
future results of income.
The unaudited pro forma results for the years ended
December 31, 2010, 2009, and 2008 are as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended
|
|
|
December 31,
|
|
|
2010
|
|
2009
|
|
2008
|
|
Total revenue
|
|
$
|
98,666
|
|
|
$
|
95,750
|
|
|
$
|
70,630
|
|
Net income (loss)
|
|
$
|
31,420
|
|
|
$
|
107,079
|
|
|
$
|
(5,915
|
)
|
Fair value is defined as the price that would be received to
sell an asset or paid to transfer a liability in an orderly
transaction between market participants. A three-tier fair value
hierarchy is used to prioritize the inputs used in measuring
fair value. The hierarchy gives the highest priority to
unadjusted quoted market prices in active markets for identical
assets or liabilities and the lowest priority to unobservable
inputs. A financial instruments level within the fair
value hierarchy is based on the lowest level of any input that
is significant to the fair value measurement. The three levels
of the fair value hierarchy are as follows:
Basis or
Measurement
Level 1 Unadjusted quoted prices in
active markets that are accessible at the measurement date for
identical, unrestricted assets or liabilities.
Level 2 Inputs other than quoted prices
included in Level 1 that are observable for the asset or
liability, either directly or indirectly.
F-21
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Level 3 Prices or valuations that require
inputs that are both significant to the fair value measurement
and unobservable.
The accounting guidance concerning fair value allows the Company
to elect to measure certain items at fair value and report the
changes in fair value through the statements of income. This
election can only be made at certain specified dates and is
irrevocable once made. The Company does not have a policy
regarding specific assets or liabilities to elect to measure at
fair value, but rather makes the election on an instrument by
instrument basis as they are acquired or incurred. The Company
has not made the fair value election for any financial assets or
liabilities.
The Company determines fair value based upon quoted broker
prices when available or through the use of alternative
approaches, such as discounting the expected cash flows using
market rates commensurate with the credit quality and duration
of the investment.
Items Measured
at Fair Value on a Recurring Basis
The subordinate security is measured in the consolidated
financial statements at fair value on a recurring basis in
accordance with the accounting guidance concerning debt and
equity securities and is categorized in the table below based
upon the lowest level of significant input to the valuation (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
Quoted Prices in
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Markets
|
|
|
|
|
|
Significant
|
|
|
|
|
|
|
for Identical
|
|
|
Significant Other
|
|
|
Unobservable
|
|
|
|
|
|
|
Assets
|
|
|
Observable Inputs
|
|
|
Inputs
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Total
|
|
|
Subordinate security
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,820
|
|
|
$
|
1,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,820
|
|
|
$
|
1,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,801
|
|
|
$
|
1,801
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,801
|
|
|
$
|
1,801
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The subordinate security, acquired as part of the Merger,
consists of a single, fixed-rate security backed by notes that
are collateralized by manufactured housing. Approximately
one-third of the notes include attached real estate on which the
manufactured housing is located as additional collateral. The
subordinate security has a coupon of 8.0% and a contractual
maturity of 2038. The underlying notes were originated primarily
in 2004 and 2005, have a weighted average coupon rate of 9.5%
and a weighted average maturity of 18.7 years. The
subordinate security has an overcollateralization level of 9.9%
with a 1.2% annual loss rate.
To estimate the fair value, the Company used a discounted cash
flow approach. The significant inputs for the valuation model
include the following:
|
|
|
|
|
Yield: 18.5%
|
|
|
|
Probability of default: 2.1%
|
|
|
|
Loss severity: 76.7%
|
|
|
|
Prepayment: 3.1%
|
F-22
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following table provides a reconciliation of the beginning
and ending balances of the Companys subordinate security
which is measured at fair value on a recurring basis using
significant unobservable inputs (Level 3) for the year
ended December 31, 2010 (in thousands):
|
|
|
|
|
|
|
As of and for
|
|
|
|
the Year Ended
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
Beginning balance
|
|
$
|
1,801
|
|
Principal reductions
|
|
|
|
|
Total gains (losses):
|
|
|
|
|
Included in net income
|
|
|
|
|
Included in other comprehensive income
|
|
|
19
|
|
Purchases, sales, issuances and settlements, net
|
|
|
|
|
Transfer into or out of Level 3 category
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,820
|
|
|
|
|
|
|
Total gains (losses) for the period included in earnings
attributable to the change in unrealized gains or losses
relating to assets still held at the reporting date
|
|
$
|
|
|
|
|
|
|
|
Items Measured
at Fair Value on a Non-Recurring Basis
At the time a residential loan becomes REO, the Company records
the property at the lower of its carrying amount or estimated
fair value less estimated costs to sell. Upon foreclosure and
through liquidation, the Company evaluates the propertys
fair value as compared to its carrying amount and records a
valuation adjustment when the carrying amount exceeds fair
value. Any valuation adjustment at the time the loan becomes REO
is charged to the allowance for loan losses. Subsequent declines
in value, as well as gains and losses on the sale of REO, are
reported in real estate owned expenses, net in the consolidated
statements of income.
Carrying values, and the corresponding fair value adjustments
during the period, for assets and liabilities measured in the
consolidated financial statements at fair value on a
non-recurring basis are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
|
|
|
|
|
|
Real
|
|
Active Markets for
|
|
Significant Other
|
|
Significant
|
|
|
|
|
Estate
|
|
Identical Assets
|
|
Observable Inputs
|
|
Unobservable Inputs
|
|
Fair Value
|
Fair Value at
|
|
Owned
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Adjustment
|
|
December 31, 2010
|
|
$
|
67,629
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
67,629
|
|
|
$
|
829
|
|
December 31, 2009
|
|
|
63,124
|
|
|
|
|
|
|
|
|
|
|
|
63,124
|
|
|
|
1,218
|
|
These REO properties are generally located in rural areas and
are primarily concentrated in Texas, Mississippi, Alabama,
Florida, South Carolina, Louisiana and Georgia. The REO
properties have a weighted average holding period of
11 months. To estimate the fair value, the Company utilized
historical loss severity rates experienced on similar REO
properties previously sold by the Company. The blended loss
severity utilized at December 31, 2010 was 9.0%.
F-23
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Fair
Value of Financial Instruments
The following table presents the carrying values and estimated
fair values of assets and liabilities that are required to be
recorded or disclosed at fair value as of December 31, 2010
and 2009, respectively (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
December 31, 2009
|
|
|
|
Carrying
|
|
|
Estimated
|
|
|
Carrying
|
|
|
Estimated
|
|
|
|
Amount
|
|
|
Fair Value
|
|
|
Amount
|
|
|
Fair Value
|
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
114,352
|
|
|
$
|
114,352
|
|
|
$
|
99,286
|
|
|
$
|
99,286
|
|
Restricted cash and cash equivalents
|
|
|
52,289
|
|
|
|
52,289
|
|
|
|
51,654
|
|
|
|
51,654
|
|
Receivables, net
|
|
|
2,643
|
|
|
|
2,643
|
|
|
|
3,052
|
|
|
|
3,052
|
|
Servicing advances and receivables, net
|
|
|
11,223
|
|
|
|
11,223
|
|
|
|
|
|
|
|
|
|
Residential loans, net
|
|
|
1,621,485
|
|
|
|
1,566,000
|
|
|
|
1,644,346
|
|
|
|
1,533,000
|
|
Subordinate security
|
|
|
1,820
|
|
|
|
1,820
|
|
|
|
1,801
|
|
|
|
1,801
|
|
Real estate owned
|
|
|
67,629
|
|
|
|
67,629
|
|
|
|
63,124
|
|
|
|
63,124
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other accrued liabilities
|
|
|
33,555
|
|
|
|
33,555
|
|
|
|
29,860
|
|
|
|
29,860
|
|
Dividends payable
|
|
|
13,432
|
|
|
|
13,432
|
|
|
|
13,248
|
|
|
|
13,248
|
|
Mortgage-backed debt, net of deferred debt issuance costs
|
|
|
1,262,131
|
|
|
|
1,235,000
|
|
|
|
1,249,004
|
|
|
|
1,147,000
|
|
Servicing advance facility
|
|
|
3,254
|
|
|
|
3,254
|
|
|
|
|
|
|
|
|
|
Accrued interest
|
|
|
8,206
|
|
|
|
8,206
|
|
|
|
8,755
|
|
|
|
8,755
|
|
For assets and liabilities measured in the consolidated
financial statements on a historical cost basis, the estimated
fair value shown in the above table is for disclosure purposes
only. The following methods and assumptions were used to
estimate fair value:
Cash and cash equivalents, restricted cash and cash
equivalents, receivables, accounts payable and other accrued
liabilities, dividends payable, and accrued interest
The estimated fair value of these financial
instruments approximates their carrying value due to their high
liquidity or short-term nature.
Servicing advances and receivables, net The
estimated fair value of these advances approximate the carrying
value due to the advances having no stated maturity, are
non-interest bearing and are generally realized within a short
period of time.
Residential loans The fair value of
residential loans is estimated by discounting the net cash flows
estimated to be generated from the asset. The discounted cash
flows were determined using assumptions such as, but not limited
to, interest rates, prepayment speeds, default rates, loss
severities, and a risk-adjusted market discount rate.
Subordinate security The fair value of the
subordinate security is measured in the consolidated financial
statements at fair value on a recurring basis by discounting the
net cash flows estimated to be generated from the asset.
Unrealized gains and losses are reported in accumulated other
comprehensive income. To the extent that the cost basis exceeds
the fair value and the unrealized loss is considered to be
other-than-temporary,
an impairment charge is recognized and the amount recorded in
accumulated other comprehensive income or loss is reclassified
to earnings as a realized loss.
F-24
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Real estate owned Real estate owned is
recorded at the lower of its carrying amount or estimated fair
value less estimated costs to sell. The estimates utilize
managements assumptions, which are based on historical
resale recovery rates and current market conditions.
Mortgage-backed debt, net of deferred debt issuance
costs The fair value of mortgage-backed debt is
determined by discounting the net cash outflows estimated to be
used to repay the debt. These obligations are to be satisfied
using the proceeds from the residential loans that secure these
obligations and are non-recourse to the Company.
Servicing advance facility The fair value of
the servicing advance facility approximates the carrying value
due to the short-term nature of the facility.
6. Servicing
Advances and Receivables, net
Servicing advances represent payments made on behalf of
borrowers or on foreclosed properties in the owned and serviced
for others portfolios. The Company began servicing for other
investors as a result of the acquisition of Marix in November
2010. The following table presents servicing advances and
receivables, net:
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
December 31, 2009
|
|
|
Principal and interest
|
|
$
|
3,285
|
|
|
$
|
|
|
Taxes and insurance
|
|
|
17,128
|
|
|
|
12,779
|
|
Other servicing advances
|
|
|
4,183
|
|
|
|
1,882
|
|
Subservicing fees receivable
|
|
|
783
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing advances and receivables
|
|
|
25,379
|
|
|
|
14,661
|
|
Less: Allowance for uncollectible servicing advances
|
|
|
(14,156
|
)
|
|
|
(14,661
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing advances and receivables, net
|
|
$
|
11,223
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010, $4.5 million of advances were
pledged as collateral for the servicing advance facility.
Residential loans are held for investment and consist of
unencumbered residential loans and residential loans held in
securitization trusts. Residential loans held in securitization
trusts consist of residential loans that the Company has
securitized in structures that are accounted for as financings.
These securitizations are structured legally as sales, but for
accounting purposes are treated as financings under the
accounting guidance for transfers and servicing. The Company has
determined that Walter Investment is the primary beneficiary of
the securitization trusts because (1) as the servicer the
Company has the right to direct the activities that most
significantly impact the economic performance of the Trusts
through the Companys ability to manage the delinquent
assets of the Trusts and (2) as holder of all or a portion
of the residual securities issued by the Trusts, the Company has
the obligation to absorb losses of the Trusts, to the extent of
our investment, and the right to receive benefits from the
Trusts both of which could potentially be significant.
Specifically, Walter Investment, as servicer to the ten trusts
owned by Walter Investment or Mid-State, subject to applicable
contractual provisions, has discretion, consistent with prudent
mortgage servicing practices, to determine whether to sell or
work out any loans securitized through the securitization trusts
that become troubled. Accordingly, the loans in these
securitizations remain on the balance sheet as residential
loans. Given this treatment, retained interests are not created,
and securitization mortgage-backed debt is reflected on the
balance sheet as a liability.
F-25
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The Companys only continued involvement with the
residential loans held in securitization trusts is retaining all
of the beneficial interests in the securitization trusts and
servicing the residential loans collateralizing the
mortgage-backed debt. The Company is not contractually required
to provide any financial support to the securitization trusts.
The Company may, from time to time at its sole discretion,
purchase certain assets from the securitization trusts to cure
delinquency or loss triggers for the sole purpose of releasing
excess overcollateralization to the Company. The Company does
not expect to provide financial support to the securitization
trusts based on current performance trends.
The assets of the securitization trusts are pledged as
collateral for the mortgage-backed debt, and are not available
to satisfy claims of general creditors of the Company. The
mortgage-backed debt issued by the securitization trusts is to
be satisfied solely from the proceeds of the residential loans
and other collateral held in securitization trusts, are not
cross-collateralized and are non-recourse to the Company (see
Note 10). The Company records interest income on
residential loans held in securitization trusts and interest
expense on mortgage-backed debt issued in the securitizations
over the life of the securitizations.
Residential loans, net are summarized as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
December 31, 2009
|
|
|
Residential loans, principal balance
|
|
$
|
1,803,758
|
|
|
$
|
1,819,859
|
|
Less: Yield adjustment, net(1)
|
|
|
(166,366
|
)
|
|
|
(157,852
|
)
|
Less: Allowance for loan losses
|
|
|
(15,907
|
)
|
|
|
(17,661
|
)
|
|
|
|
|
|
|
|
|
|
Residential loans, net(2)
|
|
$
|
1,621,485
|
|
|
$
|
1,644,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Yield adjustment, net consists of deferred origination costs,
premiums and discounts and other costs which are generally
amortized over the life of the residential loan portfolio.
Deferred origination costs at December 31, 2010 and 2009
were $10.6 million and $11.6 million, respectively.
Premiums and discounts at December 31, 2010 and 2009 were
$189.5 million and $181.7 million, respectively. Other
costs, including accrued interest receivable, net of deferred
gains and other costs, at December 31, 2010 and 2009 were
$12.5 million and $12.2 million, respectively. |
|
(2) |
|
The weighted average life of the portfolio approximates 9 and
10 years, at December 31, 2010 and 2009, respectively,
based on assumptions for prepayment speeds, default rates and
losses. |
Residential
Loan Pool Acquisitions
The Company acquired residential loans to be held for investment
in the amount of $73.7 million adding added
$99.8 million of unpaid principal to the residential loan
portfolio for the year ended December 31, 2010. There were
no acquisitions in 2009. These acquisitions were financed with
proceeds from the Companys secondary offering that closed
on October 21, 2009, or 2009 Offering, and the
Companys private placement securitization that closed on
December 1, 2010, or 2010 securitization. The residential
loans acquired included performing and non-performing, fixed and
adjustable rate loans, on single-family, owner occupied and
investor residences located within the Companys existing
southeastern United States geographic footprint.
Purchased Credit-Impaired Residential Loans
At acquisition, the fair value of
residential loans acquired outside of a business combination is
the purchase price of the residential loans which is generally
based on the outstanding principal balance, probability of
default and estimated loss given default.
During the three months ended December 31, 2010, the
Company acquired residential loans with evidence of credit
deterioration. There were no residential loans acquired with
evidence of credit deterioration
F-26
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
during the nine months ended September 30, 2010 or the year
ended December 31, 2009. The following table provides
acquisition date details of residential loans acquired with
evidence of credit deterioration:
|
|
|
|
|
Contractually required cash flows for acquired loans at
acquisition
|
|
$
|
26,277
|
|
Nonaccretable difference
|
|
|
(12,755
|
)
|
|
|
|
|
|
Expected cash flows for acquired loans at acquisition
|
|
|
13,522
|
|
Accretable yield
|
|
|
(4,174
|
)
|
|
|
|
|
|
Purchase price
|
|
$
|
9,348
|
|
|
|
|
|
|
Disclosures
About the Credit Quality of Residential Loans and the Allowance
for Loan Losses
The following table summarizes the activity in the residential
loan allowance for loan losses (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Balance, December 31
|
|
$
|
17,661
|
|
|
$
|
18,969
|
|
|
$
|
13,992
|
|
Provision charged to income
|
|
|
6,526
|
|
|
|
9,441
|
|
|
|
13,103
|
|
Less: Transfers to REO
|
|
|
(5,218
|
)
|
|
|
(7,645
|
)
|
|
|
(5,759
|
)
|
Less: Charge-offs, net of recoveries
|
|
|
(3,062
|
)
|
|
|
(3,104
|
)
|
|
|
(2,367
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31
|
|
$
|
15,907
|
|
|
$
|
17,661
|
|
|
$
|
18,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the ending balance of the
allowance for loan losses and the residential loan balance by
basis of impairment method:
|
|
|
|
|
|
|
|
|
|
|
December 31
|
|
|
|
2010
|
|
|
2009
|
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
Loans individually evaluated for loss potential
|
|
$
|
3,599
|
|
|
$
|
5,395
|
|
Loans collectively evaluated for loss potential
|
|
|
12,308
|
|
|
|
12,266
|
|
Loans acquired with deteriorated credit quality
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
15,907
|
|
|
$
|
17,661
|
|
|
|
|
|
|
|
|
|
|
Recorded investment in Residential Loans:
|
|
|
|
|
|
|
|
|
Loans individually evaluated for loss potential
|
|
$
|
44,737
|
|
|
$
|
55,207
|
|
Loans collectively evaluated for loss potential
|
|
|
1,583,315
|
|
|
|
1,606,800
|
|
Loans acquired with deteriorated credit quality
|
|
|
9,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,637,392
|
|
|
$
|
1,662,007
|
|
|
|
|
|
|
|
|
|
|
F-27
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Impaired
Residential Loans as of December 31, 2010
The following table presents loans individually evaluated for
impairment which consist primarily of residential loans in the
process of foreclosure:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid
|
|
|
|
|
|
Average
|
|
|
Interest
|
|
|
|
Recorded
|
|
|
Principal
|
|
|
Related
|
|
|
Recorded
|
|
|
Income
|
|
|
|
Investment
|
|
|
Balance
|
|
|
Allowance
|
|
|
Investment
|
|
|
Recognized
|
|
|
Amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
$
|
11,932
|
|
|
$
|
13,911
|
|
|
$
|
|
|
|
$
|
10,164
|
|
|
$
|
13
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
$
|
32,805
|
|
|
$
|
35,799
|
|
|
$
|
3,599
|
|
|
$
|
39,808
|
|
|
$
|
106
|
|
Purchased credit impaired:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
$
|
9,340
|
|
|
$
|
14,329
|
|
|
$
|
|
|
|
$
|
4,670
|
|
|
$
|
40
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Aging of
Past Due Residential Loans as of December 31,
2010
The following table presents the aging of the residential loan
portfolio. Delinquent balances are generally determined based on
the contractual payment terms of the loan. The classification of
delinquencies excludes from delinquent amounts those accounts
that are in bankruptcy proceedings that are paying their
mortgage payment in contractual compliance with the bankruptcy
court approved mortgage payment obligations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30-59
|
|
|
60-89
|
|
|
Greater
|
|
|
|
|
|
|
|
|
Total
|
|
|
Non-
|
|
|
|
|
|
|
Days Past
|
|
|
Days Past
|
|
|
Than 90
|
|
|
Total
|
|
|
|
|
|
Residential
|
|
|
Accrual
|
|
|
Recorded Investment >
|
|
|
|
Due
|
|
|
Due
|
|
|
Days
|
|
|
Past Due
|
|
|
Current
|
|
|
Loans
|
|
|
Loans
|
|
|
90 Days and Accruing
|
|
|
Amortized Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 Total
|
|
$
|
24,262
|
|
|
$
|
8,274
|
|
|
$
|
43,355
|
|
|
$
|
75,891
|
|
|
$
|
1,561,501
|
|
|
$
|
1,637,392
|
|
|
$
|
43,355
|
|
|
$
|
|
|
Credit
Risk Profile Based on Delinquencies
Factors that are important to managing overall credit quality
and minimizing loan losses are sound loan underwriting,
monitoring of existing loans, early identification of problem
loans, timely resolution of problems, an appropriate allowance
for loan losses, and sound nonaccrual and charge-off policies.
The Company primarily utilizes delinquency status to monitor the
credit quality of the portfolio. Monitoring of the residential
loan increases when the loan is delinquent. The Company
considers all loans 30 or more days past due to be
nonperforming. The classification of delinquencies, and thus the
nonperforming calculation, excludes from delinquent amounts
those accounts that are in bankruptcy proceedings that are
paying their mortgage payments in contractual compliance with
the bankruptcy court approved mortgage payment obligations.
The following table presents residential loans by credit quality
indicator:
|
|
|
|
|
|
|
December 31, 2010
|
|
|
Performing
|
|
$
|
1,561,501
|
|
Nonperforming
|
|
|
75,891
|
|
|
|
|
|
|
Total
|
|
$
|
1,637,392
|
|
|
|
|
|
|
F-28
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
8.
|
Loan
Servicing Portfolio Serviced for other
investors
|
The Company services mortgage loans for itself and, with the
acquisition of Marix, for other investors. The Company earns
servicing income from its serviced for others portfolio. The
Companys geographic diversification of its serviced for
others portfolio, based on outstanding unpaid principal balance,
or UPB, is as follows as of December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
UPB
|
|
|
Percentage of
|
|
|
|
Loans 2010
|
|
|
2010
|
|
|
Total 2010
|
|
|
California
|
|
|
700
|
|
|
$
|
291,192
|
|
|
|
21.6
|
%
|
Florida
|
|
|
882
|
|
|
|
216,300
|
|
|
|
16.0
|
|
New York
|
|
|
422
|
|
|
|
163,466
|
|
|
|
12.1
|
|
New Jersey
|
|
|
232
|
|
|
|
71,875
|
|
|
|
5.3
|
|
Other < 5%
|
|
|
3,303
|
|
|
|
605,496
|
|
|
|
45.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,539
|
|
|
$
|
1,348,329
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys subordinate security consists of a single
security backed by notes that are collateralized by manufactured
housing. Subordinate security totaled $1.8 million at
December 31, 2010 and 2009, respectively. The subordinate
security was acquired as part of the Merger with Hanover. The
subordinate security is summarized as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
December 31, 2009
|
|
|
Principal balance
|
|
$
|
3,812
|
|
|
$
|
3,812
|
|
Purchase price and other adjustments
|
|
|
(2,200
|
)
|
|
|
(2,200
|
)
|
|
|
|
|
|
|
|
|
|
Amortized cost
|
|
$
|
1,612
|
|
|
$
|
1,612
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain
|
|
|
208
|
|
|
|
189
|
|
|
|
|
|
|
|
|
|
|
Carrying value (fair value)
|
|
$
|
1,820
|
|
|
$
|
1,801
|
|
|
|
|
|
|
|
|
|
|
Actual maturities on mortgage-backed securities are generally
shorter than the stated contractual maturities because the
actual maturities are affected by the contractual lives of the
underlying notes, periodic payments of principal, and
prepayments of principal. The contractual maturity of the
subordinate security is 2038.
F-29
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
10.
|
Mortgage-Backed
Debt and Related Collateral
|
Mortgage-Backed
Debt
Mortgage-backed debt consists of mortgage-backed and
asset-backed notes and collateralized mortgage obligations,
summarized as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Stated
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate at
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
Final
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
Maturity
|
|
|
Trust IV Asset-Backed Notes
|
|
$
|
102,237
|
|
|
$
|
123,588
|
|
|
|
8.33
|
%
|
|
|
2030
|
|
Trust VI Asset-Backed Notes
|
|
|
101,523
|
|
|
|
110,373
|
|
|
|
7.42
|
%
|
|
|
2035
|
|
Trust VII Asset-Backed Notes
|
|
|
94,180
|
|
|
|
100,852
|
|
|
|
6.34
|
%
|
|
|
2036
|
|
Trust VIII Asset-Backed Notes
|
|
|
101,729
|
|
|
|
111,549
|
|
|
|
7.79
|
%
|
|
|
2038
|
|
Trust X Asset-Backed Notes
|
|
|
168,246
|
|
|
|
169,512
|
|
|
|
6.30
|
%
|
|
|
2036
|
|
Trust XI Asset-Backed Notes
|
|
|
150,621
|
|
|
|
159,042
|
|
|
|
5.51
|
%
|
|
|
2038
|
|
Trust 2004-1
Trust Asset-Backed
Notes
|
|
|
140,931
|
|
|
|
150,432
|
|
|
|
6.64
|
%
|
|
|
2037
|
|
Trust 2005-1
Trust Asset-Backed
Notes
|
|
|
151,246
|
|
|
|
160,799
|
|
|
|
6.15
|
%
|
|
|
2040
|
|
Trust 2006-1
Trust Asset-Backed
Notes
|
|
|
134,791
|
|
|
|
179,006
|
|
|
|
6.28
|
%
|
|
|
2040
|
|
Trust 2010-1
Trust Asset-Backed
Notes
|
|
|
134,141
|
|
|
|
|
|
|
|
5.47
|
%
|
|
|
2045
|
|
Hanover Capital Grantor Trust Collateralized Mortgage
Obligations
|
|
|
1,910
|
|
|
|
2,301
|
|
|
|
4.28
|
%
|
|
|
2029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,281,555
|
|
|
$
|
1,267,454
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The securitization trusts beneficially owned by Mid-State
Capital, are the depositors under the Companys outstanding
mortgage-backed and asset-backed notes or the Trust Notes,
which consist of eight separate series of public debt offerings
and two private offering. Hanover Capital Grantor Trust,
acquired from Hanover as part of the Merger, is a public debt
offering.
In November 2010, the Company sponsored a $134.4 million
residential subprime mortgage securitization and recorded the
assets and liabilities of the securitization trust on our
consolidated balance sheet as we did not meet the sale criteria
at the time we transferred the residential loans to this trust.
The Company determined that it is the primary beneficiary of the
securitization trust as the Companys ongoing loss
mitigation and resolution responsibilities provides the Company
with the power to direct the activities that most significantly
impact the economic performance of the securitization trust and
the Companys investment in the subordinate debt and
residual interests provide us with the obligation to absorb
losses or the right to receive benefits that are significant.
During the year ended December 31, 2010, the Company
invested approximately $36.2 million to purchase a portion
of the Companys outstanding mortgage-backed debt through
brokerage transactions. The purchases, which were accounted for
as a retirement of debt, resulted in a gain on mortgage-backed
debt extinguishment of approximately $4.3 million.
The securitization trusts contain provisions that require the
cash payments received from the underlying residential loans be
applied to reduce the principal balance of the Trust Notes
unless certain overcollateralization or other similar targets
are satisfied. The securitization trusts also contain
delinquency and loss triggers, that, if exceeded, allocate any
excess overcollateralization to paying down the outstanding
principal balance of the Trust Notes for that particular
securitization at an accelerated pace. Assuming no servicer
trigger events have occurred and the overcollateralization
targets have been met, any excess cash is released to the
Company either monthly or quarterly, in accordance with the
terms of the respective underlying trust agreements. As of
F-30
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
December 31, 2010, Mid-State
Trust 2006-1
exceeded certain triggers and did not provide any excess cash
flow to the Company. The delinquency rate for trigger
calculations, which includes REO, was at 11.84% compared to a
trigger level of 8.00%. However, this is an improvement from a
level of 14.04% one year prior. The delinquency trigger for
Mid-State
Trust 2005-1
was exceeded in November 2009 and cured during the three months
ended June 30, 2010. The loss trigger for Trust X was
exceeded in October 2006 and cured during the three months ended
March 31, 2010. With the exception of
Trust 2006-1
which exceeded its trigger and the recently cured
Trust 2005-1
and Trust X, none of the Companys other
securitization trusts have reached the levels of
underperformance that would result in a trigger breach causing a
delay in cash releases.
Borrower remittances received on the residential loan collateral
are used to make payments on the mortgage-backed debt. The
maturity of the mortgage-backed debt is directly affected by
principal prepayments on the related residential loan
collateral. As a result, the actual maturity of the
mortgage-backed debt is likely to occur earlier than the stated
maturity. Certain of the Companys mortgage-backed debt are
also subject to redemption according to specific terms of the
respective indenture agreements.
Collateral
for Mortgage-Backed Debt
The following table summarizes the carrying value of the
collateral for the mortgage-backed debt as of December 31,
2010 and 2009, respectively (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010
|
|
|
December 31, 2009
|
|
|
Residential loans in securitization trusts, principal balance
|
|
$
|
1,682,138
|
|
|
$
|
1,454,062
|
|
Real estate owned
|
|
|
38,234
|
|
|
|
41,143
|
|
Restricted cash and cash equivalents
|
|
|
42,859
|
|
|
|
42,691
|
|
|
|
|
|
|
|
|
|
|
Total mortgage-backed debt collateral
|
|
$
|
1,763,231
|
|
|
$
|
1,537,896
|
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
Servicing
Advance Facility
|
As of November 11, 2008, Marix entered into a Servicing
Advance Financing Facility Agreement, or the Servicing Facility,
between Marathon Distressed Subprime Fund L.P., as a
lender, an affiliate of Marathon, and Marix as a borrower. The
note rate on the Servicing Facility is LIBOR plus 6.0%. The
facility was originally set to terminate on September 30,
2010, but was extended as part of the purchase agreement for six
months to March 31, 2011. The maximum borrowing capacity on
the Servicing Facility is $8.0 million.
On September 9, 2009, Marix entered into a Servicing
Advance Financing Facility Agreement, or Second Facility,
between Marathon Structured Finance Fund L.P. as an agent
and a lender, an affiliate of Marathon, and Marix as a borrower.
The rate on this agreement was converted from a one-month LIBOR
plus 6.0% to one-month LIBOR plus 3.5% on March 31, 2010.
The facility was set to terminate on March 31, 2010, but
was extended for twelve months to March 31, 2011. The
maximum borrowing capacity on the Second Facility is
$2.5 million.
The collateral for this servicing advance facility represents
servicing advances on mortgage loans serviced by Marix for
investors managed by or otherwise affiliated with the Marathon,
and such advances include principal and interest, taxes and
insurance, and corporate advances. As of December 31, 2010,
the note rate on the Servicing Facility was 6.3% and 3.8% on the
Second Facility.
F-31
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
12.
|
Servicing
Revenue and Fees
|
The Companys servicing for others operations began as a
result of the acquisition of Marix in November 2010. The
following table presents servicing fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Servicing fees
|
|
$
|
582
|
|
|
$
|
|
|
|
$
|
|
|
Incentive fees
|
|
|
491
|
|
|
|
|
|
|
|
|
|
Other servicing fees
|
|
|
478
|
|
|
|
|
|
|
|
|
|
Other ancillary fees
|
|
|
716
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Servicing revenues and fees
|
|
$
|
2,267
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.
|
Share-Based
Compensation Plans
|
Prior to the spin-off from Walter Energy, certain employees of
the Company participated in Walter Energys 2002 Long-Term
Incentive Award Plan, or the 2002 Plan, and the Long-Term
Incentive Stock Plan approved by Walter Energys
stockholders in October 1995, or the 1995 Plan, and amended in
September 1997. Under both plans (collectively, the Walter
Energy Equity Award Plans), employees were granted options to
purchase stock in Walter Energy as well as restricted stock
units. The share-based expense related to Company employees
under the Walter Energy Equity Award Plans has been reflected in
the Companys consolidated statements of income in salaries
and benefits expense.
In connection with the spin-off, Walter Energys
share-based awards held by Company employees were converted to
equivalent share-based awards of the Company, if elected, based
on the ratio of the Companys fair market value of stock
when issued to the fair market value of Walter Energys
stock. The number of shares and, for options, the ratio of the
exercise price to market price were equitably adjusted to
preserve the intrinsic value of the award as of immediately
prior to the spin-off. Each Walter Investment share-based award
has the same term and conditions as were applicable under the
corresponding Walter Energy share-based award. The conversion
was accounted for as a modification under the provisions of the
stock compensation guidance and resulted in no increase in the
fair value of the awards to be recognized.
In connection with the spin-off, the Companys Board of
Directors adopted Hanovers 1999 Equity Incentive Plan, or
the 1999 EIP, and 2009 Long Term Incentive Plan, or the 2009
LTIP, providing for future awards to the Companys
employees and directors.
The 2009 LTIP permits grants of stock options, restricted stock
and other awards to the Companys officers, employees and
consultants, including directors. The 2009 LTIP is administered
by the Compensation Committee, which is comprised of two or more
non-employee Board of Director members. The number of shares
available for issuance under the 2009 LTIP is 3.0 million.
No participant may receive options, restricted stock or other
awards under the 2009 LTIP that exceeds 1.2 million in any
calendar year. Each contractual term of an option granted is
fixed by the Compensation Committee but, except in limited
circumstances, the term cannot exceed 10 years from the
grant date. Restricted stock awards have a vesting period as
defined by the award agreement. No awards will be granted after
the termination of the plan unless extended by stockholder
approval.
As of December 31, 2010, there were no shares underlying
the 1999 EIP and 2009 LTIP (collectively, the Walter Investment
Equity Award Plans), respectively, that are authorized, but not
yet granted.
F-32
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Option
Activity
On January 4, 2010, certain executive officers of the
Company were awarded a total of 0.1 million nonqualified
options, or the Executive Options, to acquire common stock of
the Company pursuant to the 2009 LTIP. The Executive Options
granted to each executive officer of the Company will vest and
become exercisable in equal installments on the first, second
and third anniversary of the date of grant. The exercise price
of $14.39 for each of the Executive Options was determined based
on the mean of the high and low sales prices for a share of
common stock of the Company as reported by the NYSE Amex on the
date of grant.
On January 22, 2010, an executive, in connection with his
employment with the Company, was awarded a total of
0.1 million nonqualified options to acquire common stock of
the Company pursuant to the 2009 LTIP. The options granted will
vest and become exercisable on the fourth anniversary of the
award. The exercise price of $14.29 for each option was
determined based on the mean of the high and low sales prices
for a share of common stock of the Company as reported by the
NYSE Amex on the date of grant.
On March 3, 2010, the Company granted stock options to its
new non-employee director who was awarded a total of 5,195
nonqualified options to acquire common stock of the Company
pursuant to the 2009 LTIP. The options granted will vest and
become exercisable in equal installments on the first, second
and third anniversary of the date of grant. The exercise price
of $14.79 for each option was determined based on the mean of
the high and low sales prices for a share of common stock of the
Company as reported by the NYSE Amex on the date of grant.
On April 30, 2010, members of the Board of Directors of the
Company were awarded a total of 20,672 nonqualified options to
acquire common stock of the Company pursuant to the 2009 LTIP.
The options granted to the members of the Board of Directors
will vest and become exercisable in equal installments on the
first, second and third anniversary of the date of grant. The
exercise price of $18.36 for each of the options was determined
based on the mean of the high and low sales prices for a share
of common stock of the Company as reported by the NYSE Amex on
the date of grant.
On April 20, 2009, the Company granted stock options to
each of its non-employee directors under the 1999 EIP to
purchase 2,000 shares of the Companys common stock
which were fully vested as of the date of the grant. The
exercise price for the stock option grants is $8.00, which is
equal to the close price of the Companys common stock on
the NYSE Amex on the grant date as provided under the 1999 EIP.
Each of the non-employee directors were also issued options to
purchase 8,333 shares of the Companys common stock
under the 2009 LTIP. The exercise price for the stock option
grants is $7.67, which is equal to the average high and low of
the Companys common stock on the NYSE Amex on the grant
date as provided under the 2009 LTIP. These stock options vest
in equal installments over three years.
On May 19, 2009, the Company granted stock options under
the 1999 EIP and 2009 LTIP to purchase approximately
0.3 million shares of the Companys common stock to
certain employees. The exercise price of the stock option grants
is $13.37, which is equal to the average high and low of the
Companys common stock on the NYSE Amex on the grant date.
The stock options vest in equal installments over three years.
The grant date fair value of the stock options granted during
the year ended December 31, 2010 approximated
$0.7 million. The grant date fair value of the stock
options granted from April 17, 2009 through
December 31, 2009, the period subsequent to the spin-off
and Merger, approximated $0.7 million.
F-33
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following table summarizes the activity in all plans for
option grants by Walter Energy prior to the spin-off and by the
Company subsequent to the spin-off as of December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
|
|
|
|
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Aggregate
|
|
|
|
|
|
|
Price
|
|
|
Term
|
|
|
Intrinsic
|
|
|
|
Shares
|
|
|
per Share
|
|
|
(In years)
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
(In $000s)
|
|
|
Option activity under Walter Energys equity plans prior
to spin-off
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2008
|
|
|
58,259
|
|
|
$
|
28.30
|
|
|
|
6.77
|
|
|
$
|
183
|
|
Awards remaining with Walter Energy(1)
|
|
|
(28,781
|
)
|
|
|
16.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at April 17, 2009
|
|
|
29,478
|
|
|
|
34.10
|
|
|
|
|
|
|
|
|
|
Option activity under the Companys plans subsequent to
the spin-off
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional options issued by the Company at spin-off to preserve
intrinsic value(2)
|
|
|
70,204
|
|
|
|
11.24
|
|
|
|
|
|
|
|
|
|
Granted(3)
|
|
|
334,998
|
|
|
|
14.57
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(6,456
|
)
|
|
|
8.40
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2009
|
|
|
428,224
|
|
|
$
|
13.89
|
|
|
|
8.86
|
|
|
$
|
937
|
|
Granted
|
|
|
234,518
|
|
|
|
14.71
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(92,963
|
)
|
|
|
11.78
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
(8,356
|
)
|
|
|
14.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2010
|
|
|
561,423
|
|
|
$
|
14.57
|
|
|
|
8.38
|
|
|
$
|
2,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2010
|
|
|
144,659
|
|
|
$
|
16.81
|
|
|
|
7.42
|
|
|
$
|
852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents options of the Companys employees who elected
to retain Walter Energy options rather than to convert them to
those of the Company in connection with the spin-off. |
|
(2) |
|
Represents additional options granted at spin-off. The number of
shares and the exercise price were equitably adjusted to
preserve the option holders intrinsic value. |
|
(3) |
|
Represents options granted after the spin-off. Includes 1,005
fully vested options held by employees of Hanover that were
converted to those of the Company in connection with the Merger. |
The weighted-average grant-date fair values of stock options of
the Company and Walter Energy granted to employees of the
Company during the years ended December 31, 2010, 2009, and
2008 were $3.07, $2.26, and $20.23, respectively. The total
amount of cash received by the Company from the exercise of
stock options by the Companys employees was
$1.1 million, $0.1 million, and $1.2 million for
the years ended December 31, 2010, 2009, and 2008,
respectively. The total intrinsic value of stock awards
exercised or converted by the Companys employees during
the years ended December 31, 2010, 2009 and 2008 was
$0.5 million, $0.1 million, and $4.2 million,
respectively. The total fair value of options held by employees
of the Company that vested during the years 2010 and 2009 were
$0.4 million and $0.1 million, respectively. The total
amount of cash received by Walter Energy from the exercise of
Walter Energy stock options by the Companys employees was
$1.2 million for the year ended December 31, 2008.
F-34
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Method
and Assumptions Used to Estimate Fair Value of
Options
The fair value of each stock option grant was estimated at the
date of grant using the Black-Scholes option-pricing model. The
weighted-average assumptions Walter Energy used in the
Black-Scholes option pricing model are shown below for the years
ended December 31, 2008. The weighted-average assumptions
the Company used for the year ended December 31, 2010 and
2009 are shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Risk free interest rate
|
|
|
2.52
|
%
|
|
|
2.32
|
%
|
|
|
2.78
|
%
|
Dividend yield
|
|
|
10.69
|
%
|
|
|
13.40
|
%
|
|
|
0.65
|
%
|
Expected life (years)
|
|
|
5.00
|
|
|
|
5.00
|
|
|
|
5.11
|
|
Volatility
|
|
|
56.58
|
%
|
|
|
60.39
|
%
|
|
|
40.85
|
%
|
Forfeiture rate
|
|
|
0.00
|
%
|
|
|
4.62
|
%
|
|
|
4.62
|
%
|
The risk-free interest rate is based on the U.S. Treasury
yield in effect at the time of grant with a term equal to the
expected life. The expected dividend yield is based on the
Companys estimated annual dividend payout at grant date.
The expected life of the options represents the period of time
the options are expected to be outstanding. Expected volatility
is based on the Companys historical data and that of a
peer group of companies due to a lack of stock price history.
Non-vested
Share Activity
The Companys non-vested share-based awards consist of
restricted stock and restricted stock units.
Effective March 1, 2007, Walter Energy adopted the 2007
Long-term Incentive Award Plan, or the 2007 Plan, of JWHHC, the
Companys immediate parent prior to the spin-off and
Merger. The 2007 plan allowed for up to 20% of the LLC interest
to be awarded or granted as incentive and non-qualified stock
options to eligible employees, consultants and directors.
Certain of the Companys executives were eligible employees
under the 2007 Plan. In 2006, the Board of Directors of Walter
Energy granted a special equity award to certain executives of
the JWHHC whereby the employees received non-qualified options
in JWHHC to acquire the equivalent of 11.25% of the total
combined designated equity of the Company. The exercise price of
these options was equal to the fair value at the date of grant.
In conjunction with the spin-off, these awards were cancelled
and replaced with restricted stock units of WIMC. These awards
were fully vested, in accordance with the original vesting
terms, and expensed prior to the spin-off; therefore, no
additional expense was recorded in connection with the
cancellation and reissuance.
On January 4, 2010, certain executive officers of the
Company were awarded a total of 0.1 million restricted
stock units, or the Executive RSUs, of the Company pursuant to
the 2009 LTIP. The Executive RSUs granted to each executive
officer of the Company will vest in equal installments on the
first, second and third anniversary of the date of grant. The
settlement date for each of the Executive RSUs is
January 22, 2013. Each executive receiving Executive RSUs
will be entitled to receive cash payments equivalent to any
dividend paid to the holders of common stock of the Company, but
they will not be entitled to any voting rights otherwise
associated with the common stock.
On January 22, 2010, an executive, in connection with his
employment with the Company, was awarded a total of 135,556
restricted stock units, or RSUs, of the Company under the 2009
LTIP. Of the RSUs granted, 110,000 will vest in equal
installments on the first, second and third anniversary of the
date of grant. The settlement date for these RSUs is
January 22, 2013, and each such RSU vested on such date
will be paid out with a single share of common stock of the
Company. The remaining 25,556 RSUs granted will vest on the
first anniversary of the date of grant. The settlement date for
these RSUs is March 14, 2011, and each such RSU vested on
such date will be paid out with a single share of common stock
of the Company. The executive
F-35
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
receiving the RSUs will be entitled to receive cash payments
equivalent to any dividend paid to the holders of common stock
of the Company, but they will not be entitled to any voting
rights otherwise associated with the common stock.
On April 29, 2009, the Company granted 3,078 shares of
restricted stock to each of its non-employee directors under the
1999 EIP. The restricted stock vests on a three year cliff
vesting schedule.
On May 19, 2009, the Company granted approximately
0.2 million restricted stock units under the 2009 LTIP to
certain employees. The restricted stock units vest in equal
installments over three years.
The grant date fair value of the share-based awards granted
subsequent to the spin-off and Merger approximated
$3.4 million and $2.1 million during 2010 and 2009,
respectively.
The following table summarizes the activity in all plans for
non-vested awards, consisting of restricted stock and restricted
stock units, by Walter Energy prior to the spin-off and by the
Company subsequent to the spin-off as of December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Aggregate
|
|
|
Average
|
|
|
|
|
|
|
Intrinsic Value
|
|
|
Contractual
|
|
|
|
Shares
|
|
|
($000)
|
|
|
Term in Years
|
|
|
Non-vested share activity under Walter Energys equity
plans prior to spin-off
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2008
|
|
|
58,477
|
|
|
$
|
1,024
|
|
|
|
0.71
|
|
Vested
|
|
|
(18,566
|
)
|
|
|
|
|
|
|
|
|
Awards remaining with Walter Energy(1)
|
|
|
(17,933
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at April 17, 2009
|
|
|
21,978
|
|
|
|
|
|
|
|
|
|
Non-vested share activity under the Companys plans
subsequent to the spin-off
|
|
|
|
|
|
|
|
|
|
|
|
|
Replaced units at spin-off(2)
|
|
|
737,486
|
|
|
|
|
|
|
|
|
|
Granted(3)
|
|
|
182,723
|
|
|
|
|
|
|
|
|
|
Vested
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancelled
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2009
|
|
|
942,187
|
|
|
$
|
13,502
|
|
|
|
9.14
|
|
Granted
|
|
|
236,104
|
|
|
|
|
|
|
|
|
|
Vested
|
|
|
(68,814
|
)
|
|
|
|
|
|
|
|
|
Cancelled
|
|
|
(7,081
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2010
|
|
|
1,102,396
|
|
|
$
|
19,777
|
|
|
|
7.86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents restricted stock units of the Companys
employees who elected to retain Walter Energy restricted stock
units rather than to convert them to those of the Company in
connection with the spin-off. |
|
(2) |
|
Represents additional restricted stock units granted at the
spin-off. The number of restricted stock units were equitably
adjusted to preserve the holders intrinsic value. |
|
(3) |
|
Represents restricted stock and restricted stock units granted
after the spin-off. |
The weighted-average grant-date fair values of non-vested shares
of the Company and Walter Energy granted to employees of the
Company during the years ended December 31, 2010, 2009, and
2008 were $14.33, $12.84, and $53.45, respectively. The
weighted-average grant-date fair value of non-vested shares of
F-36
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
the Company at December 31, 2010 was $9.87. The total
intrinsic value of non-vested shares that vested during the
years ended December 31, 2010, 2009 and 2008 was
$1.0 million, $0, and $0.6 million, respectively. The
total fair value of non-vested shares that vested during the
years 2010, 2009, and 2008 were $0.5 million, $0, and
$0.1 million, respectively.
Share-Based
Compensation Expense
The components of share-based compensation expense are presented
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
|
(In millions)
|
|
|
Plans sponsored by Walter Energy
|
|
$
|
|
|
|
$
|
0.2
|
|
|
$
|
0.5
|
|
Walter Investment stock options, restricted stock and restricted
stock units
|
|
|
3.8
|
|
|
|
1.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3.8
|
|
|
$
|
1.4
|
|
|
$
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The compensation expense recognized is net of estimated
forfeitures. Forfeitures are estimated based on historical
termination behavior, as well as an analysis of actual option
forfeitures.
As of December 31, 2010, there was $0.5 million of
total unrecognized compensation cost related to unvested stock
options granted under the Companys share option plans. The
cost is expected to be recognized over a weighted-average period
of 1.4 years. For restricted stock and restricted stock
units, there was $1.8 million of total unrecognized
compensation cost expected to vest over the weighted-average
period of 0.9 years as of December 31, 2010.
Walter Energy arranged letters of credit in order to secure the
Companys obligations under certain reinsurance contracts.
The outstanding letters of credit were $0, $0, and
$9.9 million, at December 31, 2010, 2009, and 2008,
respectively. The Company has included letter of credit charges
in general and administrative expenses in the amount of
$0.5 million, $0.1 million, and $0.2 million for
the years ended December 31, 2010, 2009, and 2008,
respectively. A letter of credit was canceled by the Company in
June 2009. The Company replaced the letter of credit with a
deposit of $5.9 million in an insurance trust account used
to secure the payments under the Companys reinsurance
agreements. In addition, Marixs lease contract requires a
$600,000 letter of credit be maintained until the earlier of
June 1, 2011 or such time as Marix achieves a tangible net
worth of $25 million. Marix also maintains six letters of
credit totaling $0.1 million which support automated
clearing house activity.
Syndicated
Credit Agreement
On April 20, 2009, the Company entered into a syndicated
credit agreement, or the Syndicated Credit Agreement, that
establishes a secured $15.0 million bank revolving credit
facility, with a letter of credit
sub-facility
in an amount not to exceed $10.0 million outstanding at any
time. The Syndicated Credit Agreement is guaranteed by the
subsidiaries of the Company other than Walter Investment
Reinsurance, Co., Ltd., Mid-State Capital, LLC, Hanover SPC-A,
Inc. and the Companys securitization trusts. In addition,
Walter Energy posted a letter of credit, or the Support Letter
of Credit, in an amount equal to $15.7 million to secure
the Companys obligations under the Syndicated Credit
Agreement. The loans under the Syndicated Credit Agreement shall
be used for general corporate purposes of the Company and its
subsidiaries. The Syndicated Credit Agreement contains customary
events of default and covenants, including covenants that
F-37
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
restrict the ability of the Company and certain of their
subsidiaries to incur certain additional indebtedness, create or
permit liens on assets, engage in mergers or consolidations, and
certain restrictive financial covenants. If an event of default
shall occur and be continuing, the commitments under the related
credit agreement may be terminated and all obligations under the
Syndicated Credit Agreement may be due and payable. All loans
under the Syndicated Credit Agreement shall be available until
the termination date, which is April 20, 2011, at which
point all obligations under the Syndicated Credit Agreement
shall be due and payable. The commitment fee on the unused
portion of the Syndicated Credit Agreement is 0.50%. All loans
made under the Syndicated Credit Agreement will bear interest at
a rate equal to LIBOR plus 4.00%.
As of December 31, 2010, no funds have been drawn under the
Syndicated Credit Agreement and the Company is in compliance
with all covenants.
Revolving
Credit Agreement and Security Agreement
On April 20, 2009, the Company entered into a revolving
credit agreement and security agreement, or the Revolving Credit
Agreement, among the Company, certain of its subsidiaries and
Walter Energy, as lender. The Revolving Credit Agreement
establishes a guaranteed $10.0 million revolving facility,
secured by a pledge of unencumbered assets with an unpaid
principal balance of at least $10.0 million. The Revolving
Credit Agreement also is guaranteed by the subsidiaries of the
Company that guarantee the Syndicated Credit Agreement. The
Revolving Credit Agreement is available only after a major
hurricane has occurred with projected losses greater than the
$2.5 million self-insured retention, or the Revolving
Credit Agreement Effective Date. The Revolving Credit Agreement
contains customary events of default and covenants, including
covenants that restrict the ability of the Company and certain
of their subsidiaries to incur certain additional indebtedness,
create or permit liens on assets, engage in mergers or
consolidations, and certain restrictive financial covenants. If
an event of default shall occur and be continuing, the
commitments under the related credit agreement may be terminated
and all obligations under the Revolving Credit Agreement may be
due and payable. All loans under the Revolving Credit Agreement
shall be available from the Revolving Credit Agreement Effective
Date until the termination date, which is April 20, 2011,
at which point all obligations under the Revolving Credit
Agreement shall be due and payable. Upon initial activation of
the Revolving Credit Agreement, the Company will pay Walter
Energy a funding fee in an amount equal to $25,000. A commitment
fee of 0.50% is payable on the daily amount of the unused
commitments after the Revolving Credit Agreement Effective Date.
All loans made under the Revolving Credit Agreement will bear
interest at a rate equal to LIBOR plus 4.00%.
As of December 31, 2010, no funds have been drawn under the
Revolving Credit Agreement and the Company is in compliance with
all covenants.
Support
Letter of Credit Agreement
On April 20, 2009, the Company entered into a support
letter of credit agreement, or the Support LC Agreement, between
the Company and Walter Energy. The Support LC Agreement was
entered into in connection with the Support Letter of Credit of
$15.7 million and the bonds similarly posted by Walter
Energy in support of the Companys obligations. The Support
LC Agreement provides that the Company will reimburse Walter
Energy for all costs incurred by it in posting the Support
Letter of Credit as well as for any draws under bonds posted in
support of the Company. In addition, upon any draw under the
Support Letter of Credit, the obligations of the Company to
Walter Energy will be secured by a perfected security interest
in unencumbered assets with an unpaid principal balance of at
least $65.0 million. The Support LC Agreement contains
customary events of default and covenants, including covenants
that restrict the ability of the Company and certain of their
subsidiaries to incur certain additional indebtedness, create or
permit liens on assets, engage in mergers or consolidations, and
certain restrictive financial covenants. If an event of default
F-38
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
shall occur and be continuing, the commitments under the related
credit agreement may be terminated and all obligations under the
Support LC Agreement may be due and payable. All obligations
under the LC Support Agreement shall be due and payable on
April 20, 2011. The Support LC Agreement provides that any
draws under the Support Letter of Credit will be deemed to
constitute loans of Walter Energy to the Company and will bear
interest at a rate equal to LIBOR plus 6.00%.
As of December 31, 2010, no funds have been drawn under the
Support Letter of Credit Agreement and the Company is in
compliance with all covenants.
|
|
16.
|
Transactions
with Walter Energy
|
Following the spin-off, Walter Investment and Walter Energy have
operated independently, and neither has any ownership interest
in the other. In order to govern certain of the ongoing
relationships between the Company and Walter Energy after the
spin-off and to provide mechanisms for an orderly transition,
the Company and Walter Energy entered into certain agreements,
pursuant to which (a) the Company and Walter Energy provide
certain services to each other, (b) the Company and Walter
Energy will abide by certain non-compete and non-solicitation
arrangements, and (c) the Company and Walter Energy will
indemnify each other against certain liabilities arising from
their respective businesses. The specified services that the
Company and Walter Energy may provide each other, as requested,
include tax and accounting services, certain human resources
services, communications systems and support, and insurance/risk
management. Each party will be compensated for services
rendered, as set forth in the Transition Services Agreement. The
Transition Services Agreement provides for terms not to exceed
24 months for the various services, with some of the terms
capable of extension. See Note 3 for further information
regarding the spin-off transaction.
|
|
17.
|
Comprehensive
Income and Accumulated Other Comprehensive Income
|
The components of accumulated other comprehensive income are as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess of
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement
|
|
|
Net Amortization of
|
|
|
Net Unrealized Gain
|
|
|
|
|
|
|
Employee Benefits
|
|
|
Realized Gain on
|
|
|
on Subordinate
|
|
|
|
|
|
|
Liability
|
|
|
Closed Hedges
|
|
|
Security
|
|
|
Total
|
|
|
Balance at December 31, 2008
|
|
$
|
1,158
|
|
|
$
|
589
|
|
|
$
|
|
|
|
$
|
1,747
|
|
Pre-tax amount
|
|
|
(543
|
)
|
|
|
(299
|
)
|
|
|
189
|
|
|
|
(653
|
)
|
Tax benefit
|
|
|
1
|
|
|
|
58
|
|
|
|
|
|
|
|
59
|
|
Change in tax due to REIT conversion
|
|
|
501
|
|
|
|
289
|
|
|
|
|
|
|
|
790
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2009
|
|
|
1,117
|
|
|
|
637
|
|
|
|
189
|
|
|
$
|
1,943
|
|
Pre-tax amount
|
|
|
(483
|
)
|
|
|
(280
|
)
|
|
|
19
|
|
|
|
(744
|
)
|
Tax benefit
|
|
|
52
|
|
|
|
|
|
|
|
|
|
|
|
52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2010
|
|
$
|
686
|
|
|
$
|
357
|
|
|
$
|
208
|
|
|
$
|
1,251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18.
|
Common
Stock and Earnings Per Share
|
In accordance with the accounting guidance concerning earnings
per share, or EPS, unvested share-based payment awards that
include non-forfeitable rights to dividends or dividend
equivalents, whether paid or unpaid, are considered
participating securities. As a result, the awards are required
to be included in the calculation of basic earnings per common
share pursuant to the two-class method. For the
Company, participating securities are comprised of certain
unvested restricted stock and restricted stock units.
F-39
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Under the two-class method, net income is reduced by the amount
of dividends declared in the period for common stock and
participating securities. The remaining undistributed earnings
are then allocated to common stock and participating securities
as if all of the net income for the period had been distributed.
Basic earnings per share excludes dilution and is calculated by
dividing net income allocable to common shares by the weighted
average number of common shares outstanding for the period.
Diluted earnings per share is calculated by dividing net income
allocable to common shares by the weighted average number of
common shares for the period, as adjusted for the potential
dilutive effect of non-participating share-based awards.
The following is a reconciliation of the numerators and
denominators of the basic and diluted EPS computations shown on
the face of the accompanying consolidated statements of income
(in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
37,068
|
|
|
$
|
113,779
|
|
|
$
|
2,437
|
|
Less: Net income allocated to unvested participating securities
|
|
|
(505
|
)
|
|
|
(603
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders (numerator)
|
|
$
|
36,563
|
|
|
$
|
113,176
|
|
|
$
|
2,437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
25,713
|
|
|
|
21,008
|
|
|
|
19,871
|
|
Add: Vested participating securities
|
|
|
719
|
|
|
|
488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total weighted average common shares outstanding (denominator)
|
|
|
26,432
|
|
|
|
21,496
|
|
|
|
19,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$
|
1.38
|
|
|
$
|
5.26
|
|
|
$
|
0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
37,068
|
|
|
$
|
113,779
|
|
|
$
|
2,437
|
|
Less: Net income allocated to unvested participating securities
|
|
|
(503
|
)
|
|
|
(601
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders (numerator)
|
|
$
|
36,565
|
|
|
$
|
113,178
|
|
|
$
|
2,437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
25,713
|
|
|
|
21,008
|
|
|
|
19,871
|
|
Add: Potentially dilutive stock options and vested participating
securities
|
|
|
808
|
|
|
|
557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average common shares outstanding (denominator)
|
|
|
26,521
|
|
|
|
21,565
|
|
|
|
19,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
$
|
1.38
|
|
|
$
|
5.25
|
|
|
$
|
0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The calculation of diluted earnings per share for the years
ended December 31, 2010 and 2009, does not include
0.2 million and 0.3 million shares, respectively
because their effect would have been anti-dilutive. There were
no anti-dilutive shares for the years ended December 31,
2008.
Common
Stock Offering
On September 22, 2009, the Company filed a registration
statement on
Form S-11
with the SEC (Registration Number
333-162067),
as amended on October 8, 2009 and October 16, 2009, to
offer 5.0 million shares of common stock, or 2009 Offering.
In addition, the underwriters of the offering, Credit Suisse and
SunTrust Robinson Humphrey, exercised their over-allotment
option to purchase an additional 0.8 million shares of
common stock. The offering closed on October 21, 2009 with
all 5.0 million shares plus the over-allotment of
0.8 million shares sold. This secondary offering of the
Companys common stock, including the
F-40
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
exercise of the over-allotment option, generated net proceeds to
the Company of approximately $76.8 million, after deducting
underwriting discounts and commissions and offering expenses.
Dividends
on Common Stock
For 2010, we had a total taxable distribution per common share
of $2.00. Of the $2.00, 91.4% represented ordinary income, 8.6%
represented long-term capital gain and 0.0% represented return
of capital.
Effective with the Merger, the Company elected to be taxed as a
REIT under the Internal Revenue Code of 1986, as amended. The
Companys continuing qualification as a REIT depends on its
ability to meet the various requirements imposed by the Code,
which relate to organizational structure, distribution levels,
diversity of stock ownership and certain restrictions with
regard to owned assets and categories of income. As a REIT, the
Company will generally not be subject to U.S. federal
corporate income tax on its taxable income that is currently
distributed to stockholders. Even as a REIT, the Company may be
subject to U.S. federal income and excise taxes in various
situations, such as on the Companys undistributed income.
Certain of the Companys operations or portions thereof,
including mortgage advisory and insurance ancillary businesses,
are conducted through taxable REIT subsidiaries, or TRSs. A TRS
is a C-corporation that has not elected REIT status and, as
such, is subject to U.S. federal corporate income tax. The
Companys TRSs facilitate its ability to offer certain
services and conduct activities that generally cannot be offered
directly by the REIT. The Company also will be required to pay a
100% tax on any net income on non-arms length transactions
between the REIT and any of its TRSs.
As a consequence of the Companys qualification as a REIT,
the Company was not permitted to retain earnings and profits
accumulated during years when the Company was taxed as a
C-corporation. Therefore, in order to remain qualified as a
REIT, the Company distributed these earnings and profits by
making a one-time special distribution to stockholders, which
the Company refers to as the special E&P
distribution, on April 17, 2009. The special E&P
distribution, with an aggregate value of approximately
$80.0 million, consisted of $16.0 million in cash and
approximately 12.7 million shares of WIM common stock
valued at approximately $64.0 million.
If the Company fails to qualify as a REIT in any taxable year
and does not qualify for certain statutory relief provisions, it
will be subject to U.S. federal income and applicable state
and local tax at regular corporate rates and may be precluded
from qualifying as a REIT for the subsequent four taxable years
following the year during which it fails to qualify as a REIT.
Even if the Company qualifies for taxation as a REIT, it may be
subject to some U.S. federal, state and local taxes on its
income or property.
The Company recorded an income tax expense (benefit) of
$1.3 million, $(76.2) million and $3.1 million
for the years ended December 31, 2010, 2009 and 2008,
respectively. The income tax benefit for the year ended
December 31, 2009 was largely due to the reversal of
$82.1 million in mortgage-related deferred tax liabilities
that were no longer necessary as a result of the Companys
REIT qualification as well as $0.8 million related to the
reversal of tax benefits previously reflected in accumulated
other comprehensive income. Excluding the tax benefit related to
the reversal of deferred tax liabilities, the Company recorded
an income tax expense of $5.9 million for the year ended
December 31, 2009, which was largely due to the
Companys C-corporation earnings before the Merger and
resulting REIT qualification.
F-41
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Income tax expense (benefit) consists of the following
components (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State
|
|
|
|
|
|
|
Federal
|
|
|
and Local
|
|
|
Total
|
|
|
For the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
1,535
|
|
|
$
|
116
|
|
|
$
|
1,651
|
|
Deferred
|
|
|
(323
|
)
|
|
|
(51
|
)
|
|
|
(374
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,212
|
|
|
$
|
65
|
|
|
$
|
1,277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
6,248
|
|
|
$
|
(660
|
)
|
|
$
|
5,588
|
|
Deferred
|
|
|
(76,173
|
)
|
|
|
(5,576
|
)
|
|
|
(81,749
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(69,925
|
)
|
|
$
|
(6,236
|
)
|
|
$
|
(76,161
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
11,628
|
|
|
$
|
(752
|
)
|
|
$
|
10,876
|
|
Deferred
|
|
|
(5,299
|
)
|
|
|
(2,478
|
)
|
|
|
(7,777
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
6,329
|
|
|
$
|
(3,230
|
)
|
|
$
|
3,099
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The income tax expense at the Companys effective tax rate
differed from the statutory rate as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Income from operations before income tax expense
|
|
$
|
38,345
|
|
|
$
|
37,618
|
|
|
$
|
5,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax provision at the statutory tax rate of 35%(1)
|
|
$
|
13,420
|
|
|
$
|
13,166
|
|
|
$
|
1,938
|
|
Effect of:
|
|
|
|
|
|
|
|
|
|
|
|
|
State and local income tax
|
|
|
42
|
|
|
|
(1,534
|
)
|
|
|
(2,914
|
)
|
REIT income not subject to federal income tax
|
|
|
(12,198
|
)
|
|
|
(6,658
|
)
|
|
|
|
|
Non-deductible goodwill
|
|
|
|
|
|
|
|
|
|
|
3,813
|
|
REIT conversion
|
|
|
|
|
|
|
(81,293
|
)
|
|
|
|
|
Other
|
|
|
13
|
|
|
|
158
|
|
|
|
262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax expense (benefit) recognized
|
|
$
|
1,277
|
|
|
$
|
(76,161
|
)
|
|
$
|
3,099
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate(2)
|
|
|
3.3
|
%
|
|
|
(202.5
|
)%
|
|
|
56.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Statutory tax rate applies to the Companys income from the
taxable REIT subsidiaries for the years ended December 31,
2010 and 2009, as well as income for the period prior to the
Merger. |
|
(2) |
|
The Companys effective tax rate for 2010 was 3.3%,
compared to (202.5)% for 2009 and 56.0% for 2008. The effective
tax rate for 2009 was significantly different than the rates
used in 2010 and 2008 due to the REIT conversion in 2009 and the
resulting reversal of deferred taxes. The effective tax rate for
2008 (a pre REIT year) was higher than the statutory rate
primarily due to non-deductible goodwill, net of state and local
income tax benefits related to uncertain tax positions. |
F-42
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Deferred tax assets (liabilities) related to the following as of
December 31, (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
$
|
514
|
|
|
$
|
284
|
|
Federal net operating loss carryforwards
|
|
|
3,337
|
|
|
|
3,337
|
|
Other
|
|
|
1,764
|
|
|
|
1,900
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
5,615
|
|
|
|
5,521
|
|
Valuation allowance
|
|
|
(5,101
|
)
|
|
|
(5,101
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets, net of valuation allowance
|
|
|
514
|
|
|
|
420
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Prepaid assets
|
|
|
(293
|
)
|
|
|
(593
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(293
|
)
|
|
|
(593
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets (liabilities)
|
|
$
|
221
|
|
|
$
|
(173
|
)
|
|
|
|
|
|
|
|
|
|
The deferred tax assets for the respective periods were assessed
for recoverability and, where applicable, a valuation allowance
was recorded to reduce the total deferred tax asset to an amount
that will, more-likely-than-not, be realized in the future. The
valuation allowance relates primarily to certain net operating
loss carryforwards for which we have concluded it is
more-likely-than-not that these items will not be realized in
the ordinary course of operations.
Walter Energy filed a consolidated federal and Florida income
tax return which includes the Company through April 17,
2009, the date of the spin-off and Merger. The Company provided
for federal and state income tax on a modified separate income
tax return basis through the date of the spin-off. The income
tax expense is based on the statement of income. Current tax
liabilities for federal and Florida state income taxes were paid
to Walter Energy immediately prior to the spin-off and have been
adjusted to include the effect of related party interest income
earned from Walter Energy that have not been reflected in the
statement of income. Separate company state tax liabilities and
uncertain tax position liabilities have also been adjusted to
include these related party transactions.
Income
Tax Exposure
A dispute exists with regard to federal income taxes owed by the
Walter Energy consolidated group. The Company was part of the
Walter Energy consolidated group prior to the spin-off and
Merger. As such, the Company is jointly and severally liable
with Walter Energy for any final taxes, interest
and/or
penalties owed by the Walter Energy consolidated group during
the time that the Company was a part of the Walter Energy
consolidated group. According to Walter Energys most
recent public filing on
Form 10-Q,
they state that the IRS has filed a proof of claim for a
substantial amount of taxes, interest and penalties with respect
to fiscal years ended August 31, 1983 through May 31,
1994. The public filing goes on to disclose that the issues have
been litigated in bankruptcy court and that an opinion was
issued by the court in June 2010 as to the remaining disputed
issues. The filing further states that the amounts initially
asserted by the IRS do not reflect the subsequent resolution of
various issues through settlements or concessions by the
parties. Walter Energy believes that those portions of the claim
which remain in dispute or are subject to appeal substantially
overstate the amount of taxes allegedly owing. However, because
of the complexity of the issues presented and the uncertainties
associated with litigation, Walter Energy is unable to predict
the outcome of the adversary proceeding. Finally, Walter Energy
believes that all of its current and prior tax filing positions
have substantial merit and intends to defend vigorously any tax
claims asserted and that they believe that they have sufficient
F-43
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
accruals to address any claims, including interest and
penalties. Under the terms of the Tax Separation Agreement
between the Company and Walter Energy dated April 17, 2009,
Walter Energy is responsible for the payment of all federal
income taxes (including any interest or penalties applicable
thereto) of the consolidated group, which includes the
aforementioned claims of the IRS. However, to the extent that
Walter Energy is unable to pay any amounts owed, the Company
could be responsible for any unpaid amounts.
In addition, Walter Energys most recent public filing
disclosed that the IRS completed an audit of Walter
Energys federal income tax returns for the years ended
May 31, 2000 through December 31, 2005. WIM
predecessor companies were included within Walter Energy during
these years. The IRS issued
30-Day
Letters to Walter Energy proposing changes for these tax years
which Walter Energy has protested. Walter Energys filing
states that the disputed issues in this audit period are similar
to the issues remaining in the above-referenced dispute and
therefore Walter Energy believes that its financial exposure for
these years is limited to interest and possible penalties;
however, we have no knowledge as to the extent of the claim. In
addition, Walter Energy reports that the IRS has begun an audit
of Walter Energys tax returns filed for 2006 through 2008,
however, because the examination is in its early stages Walter
Energy cannot estimate the amount of any resulting tax
deficiency, if any.
The Tax Separation Agreement also provides that Walter Energy is
responsible for the preparation and filing of any tax returns
for the consolidated group for the periods when the Company was
part of the Walter Energy consolidated group. This arrangement
may result in conflicts between Walter Energy and the Company.
In addition, the spin-off of WIM from Walter Energy was intended
to qualify as a tax-free spin-off under Section 355 of the
Code. The Tax Separation Agreement provides generally that if
the spin-off is determined not to be tax-free pursuant to
Section 355 of the Code, any taxes imposed on Walter Energy
or a Walter Energy stockholder as a result of such determination
(Distribution Taxes) which are the result of the
acts or omissions of Walter Energy or its affiliates, will be
the responsibility of Walter Energy. However, should
Distribution Taxes result from the acts or omissions of the
Company or its affiliates, such Distribution Taxes will be the
responsibility of the Company. The Tax Separation Agreement goes
on to provide that Walter Energy and the Company shall be
jointly liable, pursuant to a designated allocation formula, for
any Distribution Taxes that are not specifically allocated to
Walter Energy or the Company. To the extent that Walter Energy
is unable or unwilling to pay any Distribution Taxes for which
it is responsible under the Tax Separation Agreement, the
Company could be liable for those taxes as a result of being a
member of the Walter Energy consolidated group for the year in
which the spin-off occurred. The Tax Separation Agreement also
provides for payments from Walter Energy in the event that an
additional taxable dividend is required to cure a REIT
disqualification from the determination of a shortfall in the
distribution of non-REIT earnings and profits made immediately
following the spin-off. As with Distribution Taxes, the Company
will be responsible for this dividend if Walter Energy is unable
or unwilling to pay.
Other
Tax Exposure
On June 28, 2010, the Alabama Department of Revenue, or
ADOR, preliminarily assessed financial institution excise tax of
approximately $4.2 million, which includes interest and
penalties, on a predecessor entity for the years 2004 through
2008. This tax is imposed on financial institutions doing
business in the State of Alabama. The Company has contested the
assessment and believes that the Company did not meet the
definition of a financial institution doing business in the
State of Alabama as defined by the Alabama Tax Code. The ADOR
has yet to respond to the Companys appeal of the
preliminary assessment.
Uncertain
Tax Position
The Company recognizes tax benefits in accordance with the
accounting guidance concerning uncertainty in income taxes. This
guidance establishes a more-likely-than-not
recognition threshold that must be met
F-44
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
before a tax benefit can be recognized in the financial
statements. As of December 31, 2010 and 2009, the total
liability for unrecognized tax benefits was $7.7 million.
A reconciliation of the beginning and ending balances of the
total liability for unrecognized tax benefits is as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
Gross unrecognized tax benefits at the beginning of the year
|
|
$
|
7,671
|
|
|
$
|
8,651
|
|
Decreases for tax positions taken in prior years
|
|
|
|
|
|
|
(980
|
)
|
|
|
|
|
|
|
|
|
|
Gross unrecognized tax benefits at the end of the year
|
|
$
|
7,671
|
|
|
$
|
7,671
|
|
|
|
|
|
|
|
|
|
|
Accrued interest and penalties
|
|
$
|
6,828
|
|
|
$
|
6,297
|
|
|
|
|
|
|
|
|
|
|
The Company recognizes interest related to unrecognized tax
benefits in interest expense and penalties in general and
administrative expenses. For the years ended December 31,
2010, 2009 and 2008, interest expense includes
$0.5 million, $0.2 million and $1.4 million,
respectively, for interest accrued on the liability for
unrecognized tax benefits.
Taxable
Income
The Companys earnings and profits, which determine the
taxability of dividends to stockholders, differs from net income
reported for financial reporting purposes, or GAAP income,
generally due to timing differences related to the provision for
loan losses, amortization of yield adjustments and market
discount, among other things. For tax year 2009, an additional
difference relates to the debt discharge income of Hanover that
occurred prior to the Merger.
Taxable income for the consolidated tax group for 2010 includes
the operations of Marix for the period subsequent to the
acquisition date (November 1, 2010).
The Companys structure consists of two discrete tax
reporting components: those legal entities that are reported in
the REIT tax filing (the REIT itself and tax disregarded
entities wholly owned by the REIT) and those entities that file
as regular corporations, which are the Companys TRSs.
F-45
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
A reconciliation of 2010 GAAP income to taxable income is as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2010
|
|
|
|
REIT Group
|
|
|
TRS Group
|
|
|
Total
|
|
|
Reported GAAP income before income taxes
|
|
$
|
34,854
|
|
|
$
|
3,491
|
|
|
$
|
38,345
|
|
Tax adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Exclusion of debt discharge income
|
|
|
(4,132
|
)
|
|
|
|
|
|
|
(4,132
|
)
|
Tax amortization of market discount
|
|
|
22,403
|
|
|
|
|
|
|
|
22,403
|
|
GAAP amortization of yield adjustment
|
|
|
(14,022
|
)
|
|
|
|
|
|
|
(14,022
|
)
|
GAAP provision for loan losses
|
|
|
13,053
|
|
|
|
|
|
|
|
13,053
|
|
Compensation timing differences
|
|
|
1,189
|
|
|
|
(155
|
)
|
|
|
1,034
|
|
Loan costs previously deducted
|
|
|
2,659
|
|
|
|
|
|
|
|
2,659
|
|
Marix purchase gain differences
|
|
|
|
|
|
|
709
|
|
|
|
709
|
|
Non deductible contingent interest
|
|
|
531
|
|
|
|
|
|
|
|
531
|
|
Retirement benefits timing differences
|
|
|
(303
|
)
|
|
|
|
|
|
|
(303
|
)
|
Other
|
|
|
60
|
|
|
|
(63
|
)
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable income before dividends paid deduction
|
|
|
56,292
|
|
|
|
3,982
|
|
|
|
60,274
|
|
Dividends paid deduction
|
|
|
(56,292
|
)
|
|
|
|
|
|
|
(56,292
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable income
|
|
$
|
|
|
|
$
|
3,982
|
|
|
$
|
3,982
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A reconciliation of 2009 GAAP income to taxable income is as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2009
|
|
|
|
REIT Group
|
|
|
TRS Group
|
|
|
Total
|
|
|
Reported GAAP income before income taxes
|
|
$
|
31,785
|
|
|
$
|
5,833
|
|
|
$
|
37,618
|
|
Hanover pre-Merger income (loss) before income taxes
|
|
|
38,968
|
|
|
|
(676
|
)
|
|
|
38,292
|
|
WIM pre-Merger income before income taxes
|
|
|
(13,123
|
)
|
|
|
|
|
|
|
(13,123
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted GAAP income before income taxes
|
|
|
57,630
|
|
|
|
5,157
|
|
|
|
62,787
|
|
Tax adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Exclusion of debt discharge income
|
|
|
(43,730
|
)
|
|
|
|
|
|
|
(43,730
|
)
|
Tax amortization of market discount
|
|
|
22,130
|
|
|
|
|
|
|
|
22,130
|
|
GAAP amortization of yield adjustment
|
|
|
(10,303
|
)
|
|
|
|
|
|
|
(10,303
|
)
|
GAAP provision for loan losses
|
|
|
10,154
|
|
|
|
|
|
|
|
10,154
|
|
Disallowed pre-Merger loss
|
|
|
|
|
|
|
676
|
|
|
|
676
|
|
Other
|
|
|
(291
|
)
|
|
|
36
|
|
|
|
(255
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable income before dividends paid deduction
|
|
|
35,590
|
|
|
|
5,869
|
|
|
|
41,459
|
|
Dividends paid deduction
|
|
|
(35,590
|
)
|
|
|
|
|
|
|
(35,590
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable income
|
|
$
|
|
|
|
$
|
5,869
|
|
|
$
|
5,869
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The most significant recurring difference between the
Companys income before income taxes for GAAP purposes and
the Companys taxable income before the dividends paid
deduction is the tax treatment of market discount.
Market discount is the excess of the stated balance of
residential loan principal over the tax basis of the
Companys residential loans. Because of a certain
transaction that occurred immediately prior to the Merger, the
tax basis of each residential loan in the portfolio was reset to
an amount which was, in the
F-46
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
aggregate, approximately $400.0 million less than stated
principal balance and approximately $219.0 million less
than the carrying value of the portfolio. During 2010,
additional loans were purchased at discounts. The market
discount results in a substantial increase to taxable interest
income over time, as the discount is required to be recognized
for tax purposes as a yield adjustment as monthly principal
payments are received.
In 2009, the largest adjustment to arrive at taxable income was
the result of the excluded debt discharge income resulting from
the Companys repurchase of debt obligations at discounts
from principal outstanding.
The dividends paid deduction for qualifying dividends paid to
the Companys stockholders excludes dividend equivalents
paid to holders of the Companys participating share-based
awards due to the treatment of dividend equivalents as
compensation expense for tax purposes.
|
|
21.
|
Commitments
and Contingencies
|
Securities
Sold with Recourse
In October 1998, Hanover sold 15 adjustable-rate FNMA
certificates and 19 fixed-rate FNMA certificates that the
Company received in a swap for certain adjustable-rate and
fixed-rate mortgage loans. These securities were sold with
recourse. Accordingly, the Company retains credit risk with
respect to the principal amount of these mortgage securities. As
of December 31, 2010, the unpaid principal balance of the
14 remaining mortgage securities was approximately
$1.5 million.
Employment
Agreements
At December 31, 2010, the Company had employment agreements
with its senior officers, with varying terms that provide for,
among other things, base salary, bonus, and
change-in-control
provisions that are subject to the occurrence of certain
triggering events.
Lease
Obligations
The Company leases office space and office equipment under
various operating lease agreements with terms expiring through
2016, exclusive of renewal option periods. Rent expense was
$2.0 million, $1.5 million, and $1.5 million for
the years ended December 31, 2010, 2009 and 2008,
respectively. Future minimum payments under operating leases as
of December 31, 2010 are as follows (in thousands):
|
|
|
|
|
2011
|
|
$
|
1,943
|
|
2012
|
|
|
1,552
|
|
2013
|
|
|
743
|
|
2014
|
|
|
660
|
|
2015
|
|
|
671
|
|
Thereafter
|
|
|
225
|
|
|
|
|
|
|
Total
|
|
$
|
5,794
|
|
|
|
|
|
|
Income
Tax Exposure
The Company is currently engaged in litigation with regard to
federal income tax disputes; see Note 20 for further
information.
F-47
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Purchase
Commitments
As of December 31, 2010, we had commitments to purchase
pools of residential loans amounting to $67.3 million.
These commitments are not binding on the seller or the Company
and the proposed purchases may or may not close.
Miscellaneous
Litigation
The Company is a party to a number of lawsuits arising in the
ordinary course of its business. While the results of such
litigation cannot be predicted with certainty, the Company
believes that the final outcome of such litigation will not have
a materially adverse effect on the Companys financial
condition, results of operations or cash flows. See Note 2
for further information.
|
|
22.
|
Quarterly
Results of Operations (Unaudited)
|
The following table summarizes our unaudited results of
operations on a quarterly basis. The sum of the quarterly
earnings per share amounts do not equal the amount reported for
the full year since per shares amounts are computed
independently for each quarter and for the full year based on
respective weighted average shares outstanding and other
dilutive potential shares and units.
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December 31,(2)
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September 30,
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June 30,
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March 31,
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2010
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Total net interest income
|
|
$
|
21,272
|
|
|
$
|
20,991
|
|
|
$
|
20,860
|
|
|
$
|
20,354
|
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Less: Provision for loan losses(1)
|
|
|
1,985
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|
|
|
1,377
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|
1,709
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|
1,455
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|
|
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Total net interest income after provision for loan losses
|
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|
19,287
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|
|
|
19,614
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|
|
|
19,151
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|
|
|
18,899
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|
Total non-interest income
|
|
|
5,880
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|
|
|
2,215
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|
|
|
3,183
|
|
|
|
3,451
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|
Total non-interest expenses(1)
|
|
|
14,011
|
|
|
|
11,831
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|
|
|
13,386
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|
14,107
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Income before income taxes
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11,156
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|
9,998
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|
|
|
8,948
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|
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|
8,243
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Income tax expense
|
|
|
449
|
|
|
|
312
|
|
|
|
385
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|
|
|
131
|
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Net income
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$
|
10,707
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$
|
9,686
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$
|
8,563
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|
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$
|
8,112
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Basic income per common and common equivalent share
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$
|
0.40
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$
|
0.36
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$
|
0.32
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$
|
0.30
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Weighted average common and common equivalent shares
outstanding basic
|
|
|
26,493,676
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|
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26,474,001
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26,414,338
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26,343,279
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Diluted income per common and common equivalent share
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$
|
0.40
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$
|
0.36
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$
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0.32
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$
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0.30
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Weighted average common and common equivalent shares
outstanding diluted
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|
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26,611,786
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26,569,897
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26,512,492
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26,403,281
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|
F-48
WALTER
INVESTMENT
MANAGEMENT CORP. AND SUBSIDARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
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December 31,(2)
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September 30,
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June 30,
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March 31,
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2009
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|
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Total net interest income
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|
$
|
20,093
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|
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$
|
20,790
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|
|
$
|
22,023
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|
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$
|
22,740
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Less: Provision for loan losses(1)
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|
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2,140
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|
|
1,864
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2,590
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|
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2,847
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Total net interest income after provision for loan losses
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17,953
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|
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|
18,926
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|
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19,433
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19,893
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Total non-interest income
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2,818
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|
3,288
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3,639
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3,225
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Total non-interest expenses(1)
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|
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12,684
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|
|
12,626
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|
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14,486
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11,761
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Income before income taxes
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8,087
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9,588
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8,586
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11,357
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Income tax expense (benefit)
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|
|
(436
|
)
|
|
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1,345
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(81,225
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)
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4,155
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Net income
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$
|
8,523
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$
|
8,243
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$
|
89,811
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$
|
7,202
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Basic income per common and common equivalent share
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|
$
|
0.34
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$
|
0.40
|
|
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$
|
4.33
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$
|
0.36
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Weighted average common and common equivalent shares
outstanding basic
|
|
|
25,074,070
|
|
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20,586,199
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20,750,501
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19,871,205
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Diluted income per common and common equivalent share
|
|
$
|
0.34
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$
|
0.40
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|
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$
|
4.30
|
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$
|
0.36
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Weighted average common and common equivalent shares
outstanding diluted
|
|
|
25,172,433
|
|
|
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20,687,965
|
|
|
|
20,910,099
|
|
|
|
19,871,205
|
|
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|
(1) |
|
The quarters prior to December for 2010 and 2009 have been
reclassified to conform to the current year presentation. The
amounts presented reflect real estate loan expenses, net as a
separate line item. The amounts were previously reflected as a
portion of provision for loan losses. |
|
(2) |
|
The amounts for the fourth quarter 2010 include the impact of
the Marix acquisition of ($0.4) million, additional gain on
extinguishment of mortgage-backed debt of $2.6 million, the
effect of the change to the estimate of the allowance for
uncollectible servicing advances of $2.5 million, as well
as the annual adjustment to the Companys incurred but not
reported insurance reserve to the actuarial report of
$1.3 million |
F-49