Notes Payable | 12 Months Ended |
Dec. 31, 2013 |
Debt Disclosure [Abstract] | ' |
Notes Payable | ' |
NOTE 8—NOTES PAYABLE |
Warehouse Notes Payable—At December 31, 2013, to provide financing to borrowers under GSE and HUD programs, the Company has arranged for warehouse lines of credit in the amount of $1.4 billion with certain national banks and a $500.0 million uncommitted facility with Fannie Mae. In support of these credit facilities, the Company has pledged substantially all of its loans held for sale and loans held for investment under the Company’s approved programs. |
The maximum amount and outstanding borrowings under the warehouse notes payable at December 31, 2013 and 2012 are as follows (in thousands): |
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| | December 31, 2013 | | | |
Facility | | Maximum | | | Outstanding | | | Interest rate |
Amount | Balance |
Committed warehouse facility #1 | | $ | 575,000 | | | $ | 119,874 | | | Average 30-day LIBOR plus 1.50% |
Committed warehouse facility #2 | | | 650,000 | | | | 148,843 | | | Average 30-day LIBOR plus 1.50% |
Committed warehouse facility #3 | | | 57,400 | | | | 45,496 | | | Average 30-day LIBOR plus 2.00% |
Committed warehouse facility #4 | | | 100,000 | | | | 47,472 | | | Average 30-day LIBOR plus 2.00% |
Fannie Mae Repurchase agreement, uncommited line and open maturity | | | 500,000 | | | | 11,422 | | | Average 30-day LIBOR plus 1.15% |
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Total | | $ | 1,882,400 | | | $ | 373,107 | | | |
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| | December 31, 2012 | | | |
Facility | | Maximum | | | Outstanding | | | Interest rate |
Amount | Balance |
Committed warehouse facility #1 | | $ | 975,000 | | | $ | 830,749 | | | Average 30-day LIBOR plus 1.85% |
Committed warehouse facility #2 | | | 350,000 | | | | 109,329 | | | Average 30-day LIBOR plus 1.75% |
Committed warehouse facility #3 | | | 35,000 | | | | 7,125 | | | Average 30-day LIBOR plus 2.50% |
Committed warehouse facility #4 | | | 50,000 | | | | — | | | Average 30-day LIBOR plus 2.50% |
Fannie Mae Repurchase agreement, uncommited line and open maturity | | | 500,000 | | | | 137,336 | | | Average 30-day LIBOR plus 1.15% |
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Total | | $ | 1,910,000 | | | $ | 1,084,539 | | | |
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The average 30-day LIBOR was 0.17% and 0.21% as of December 31, 2013 and 2012, respectively. Interest expense under the warehouse notes payable for the years ended December 31, 2013, 2012 and 2011 aggregated to $13.7 million, $12.7 million and $6.0 million, respectively. Included in interest expense in 2013, 2012 and 2011 are facility fees of $2.7 million, $2.0 million and $1.1 million, respectively. The warehouse notes payable are subject to various financial covenants and the Company was in compliance with all such covenants at December 31, 2013. |
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Warehouse Facilities |
To provide financing to borrowers under GSE and HUD programs and to assist in funding loans held for investment under the interim loan program, the Company has five warehouse facilities that are used to fund substantially all of its loan originations. As of December 31, 2013, the Company had four committed warehouse lines of credit in the aggregate amount of $1.4 billion with certain national banks and a $500.0 million uncommitted facility with Fannie Mae. Consistent with industry practice, three of these facilities are revolving commitments that the Company expects to renew annually, one is a revolving commitment expected to renew every two years, and the last facility is provided on an uncommitted basis without a specific maturity date. The Company’s ability to originate mortgage loans depends upon our ability to secure and maintain these types of short-term financings on acceptable terms. |
Warehouse Facility #1: |
On September 4, 2012, contemporaneous with the closing of the Acquisition, the Company entered into the Warehousing Credit and Security Agreement with a national bank for a $500.0 million committed warehouse line that was scheduled to mature on September 3, 2013. The Warehousing Credit and Security Agreement provides the Company with the ability to fund its Fannie Mae, Freddie Mac, HUD, and FHA loans. Advances are made at 100% of the loan balance and borrowings under this line originally bore interest at the average 30-day London Interbank Offered Rate (“LIBOR”) plus 185 basis points. The Warehousing Credit and Security Agreement contains certain affirmative and negative covenants that are binding on our operating subsidiary (which are in some cases subject to exceptions), including, but not limited to, restrictions on its ability to assume guarantee or become contingently liable for the obligation of another person, to undertake certain fundamental changes such as reorganizations, mergers, amendments to our certificate of formation or operating agreement, liquidations, dissolutions or dispositions or acquisitions of assets or businesses, to cease to be directly or indirectly wholly owned by the Company, to pay any subordinated debt in advance of its stated maturity or to take any action that would cause Walker & Dunlop, LLC to lose all or any part of its status as an eligible lender, seller, servicer or issuer or any license or approval required for it to engage in the business of originating, acquiring or servicing mortgage loans. |
In addition, the Warehousing Credit and Security Agreement requires compliance with certain financial covenants, which are measured for the Company and its subsidiaries on a consolidated basis, as follows: |
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| • | | tangible net worth of the Company of not less than (i) $200.0 million plus (ii) 75% of the net proceeds of any equity issuances by the Company or any of its subsidiaries after the closing date, | | | | | | | |
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| • | | compliance with the applicable net worth and liquidity requirements of Fannie Mae, Freddie Mac, Ginnie Mae, FHA, and HUD, | | | | | | | |
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| • | | liquid assets of the Company of not less than $15.0 million, | | | | | | | |
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| • | | maintenance of aggregate unpaid principal amount of all mortgage loans comprising the Company’s consolidated servicing portfolio of not less than $20.0 billion or (ii) all Fannie Mae DUS mortgage loans comprising the Company’s consolidated servicing portfolio of not less than $10.0 billion, exclusive in both cases of mortgage loans which are 60 or more days past due or are otherwise in default or have been transferred to Fannie Mae for resolution, | | | | | | | |
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| • | | aggregate unpaid principal amount of Fannie Mae DUS mortgage loans within the Company’s consolidated servicing portfolio which are 60 or more days past due or otherwise in default not to exceed 3.5% of the aggregate unpaid principal balance of all Fannie Mae DUS mortgage loans within the Company’s consolidated servicing portfolio, and | | | | | | | |
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| • | | maximum indebtedness (excluding warehouse lines) to tangible net worth of 2.25 to 1.0, | | | | | | | |
The Warehousing Credit and Security Agreement contains customary events of default, which are in some cases subject to certain exceptions, thresholds, notice requirements and grace periods. |
On December 6, 2012, the Company executed an amendment that increased the commitment amount to $575.0 million, effective February 1, 2013. On April 12, 2013, the Company executed an amendment to the warehousing agreement, reducing the interest rate under the line to 30-day LIBOR plus 165 basis points. On June 13, 2013, the Company executed an amendment to the warehousing agreement, further reducing the interest rate under the line to 30-day LIBOR plus 150 basis points effective June 1, 2013. On August 30, 2013, the Company executed an amendment to the warehousing agreement, extending the maturity date of the warehouse line from September 3, 2013 to September 2, 2014. No other material modifications have been made to the agreement. |
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Warehouse Facility #2: |
On September 4, 2012, contemporaneous with the closing of the Acquisition, the Company amended its $350.0 million committed warehouse agreement that was scheduled to mature on February 28, 2013. The committed warehouse facility provides the Company with the ability to fund its Fannie Mae, Freddie Mac, HUD and FHA loans. On January 25, 2013, the Company entered into an amendment to increase the borrowing capacity from $350.0 million to $450.0 million. On April 2, 2013, the Company executed an amendment to the warehouse agreement, reducing the interest rate under the line to 30-day LIBOR plus 150 basis points. On June 25, 2013 the Company executed an amendment to and restatement of the warehouse agreement that, among other things, increased the borrowing capacity to $650.0 million from $450.0 million and extended the maturity date from September 3, 2013 to June 24, 2014. No other material modifications have been made to the agreement. |
The negative and financial covenants of the warehouse agreement conform to those of the warehouse agreement for Warehouse Facility #1, described above, with the exception of the leverage ratio covenant, which is not included in the warehouse agreement for Warehouse Facility #2. |
Warehouse Facility #3: |
The Company had a $35.0 million committed warehouse line agreement that was scheduled to mature on July 21, 2013. The facility provides the Company with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to two years, using available cash in combination with advances under the facility. All borrowings bore interest at the average 30-day LIBOR plus 250 basis points. Borrowings under the facility are full recourse to the Company. |
On July 19, 2013, the Company executed an amendment to the warehouse agreement, extending the maturity date from July 21, 2013 to September 19, 2013. On August 19, 2013, the Company executed an amendment to the warehouse agreement, extending the maturity date from September 19, 2013 to September 21, 2014. Additionally, the committed amount was increased from $35.0 million to $57.4 million. The interest rate for advances made on or after July 21, 2013 was reduced from 30-day LIBOR plus 250 basis points to 30-day LIBOR plus 200 basis points. On October 1, 2013, we executed an amendment to the warehouse agreement to reflect the change in our ownership in the borrower under this warehouse agreement from 100% ownership to 10% ownership and made conforming modifications to the financial covenants. No other material modifications were made to the agreement. |
The facility agreement requires the Company’s compliance with the following financial covenants: |
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| • | | minimum tangible net worth of $100.0 million, | | | | | | | |
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| • | | maximum indebtedness (excluding warehouse lines) to tangible net worth of 2.25 to 1.0, | | | | | | | |
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| • | | minimum cash and cash equivalents of $10.0 million, | | | | | | | |
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| • | | minimum EBITDA to total debt service ratio of 2.00 to 1.0, and | | | | | | | |
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| • | | aggregate unpaid principal amount of Fannie Mae DUS mortgage loans which are 60 or more days past due or otherwise in default not to exceed 2% of the outstanding principal balance of all Fannie Mae DUS mortgage loans. | | | | | | | |
Warehouse Facility #4: |
On October 5, 2012, the Company closed a $50.0 million committed warehouse line agreement that was scheduled to mature on October 4, 2013. The agreement provides the Company with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to two years, using available cash in combination with advances under the facility. All borrowings originally bore interest at the average 30-day LIBOR plus 250 basis points. The lender retains a first priority security interest in all mortgages funded by such advances on a cross-collateralized basis. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement. |
On September 24, 2013, the Company executed an amendment to the warehousing agreement. Among other things, the amendment extended the maturity date of the warehouse line from October 4, 2013 to December 4, 2013 and increased the commitment amount from $50.0 million to $60.0 million. On November 29, 2013, the Company executed an amendment to extend the maturity date to December 13, 2013. On December 13, 2013, the Company executed an amended and restated warehousing credit and security agreement that increased the borrowing capacity to $100.0 million, extended the maturity date to December 13, 2015, and reduced the borrowing rate to the average 30-day LIBOR plus 200 basis points. No other material modifications have been made to the agreement. |
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The amended and restated agreement requires the borrower and the Company to abide by the following significant financial covenants: |
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| • | | tangible net worth of the Company of not less than (i) $200.0 million plus (ii) 75% of the net proceeds of any equity issuances by the Company or any of its subsidiaries after the closing date, | | | | | | | |
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| • | | compliance with the applicable net worth and liquidity requirements of Fannie Mae, Freddie Mac, Ginnie Mae, FHA, and HUD, | | | | | | | |
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| • | | liquid assets of the Company of not less than $15.0 million, | | | | | | | |
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| • | | rolling four-quarter EBITDA of not less than $35 million, | | | | | | | |
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| • | | Maintenance of aggregate unpaid principal amount of all mortgage loans comprising the Company’s consolidated servicing portfolio of not less than $20.0 billion or (ii) all Fannie Mae DUS mortgage loans comprising the Company’s consolidated servicing portfolio of not less than $10.0 billion, exclusive in both cases of mortgage loans which are 60 or more days past due or are otherwise in default or have been transferred to Fannie Mae for resolution, | | | | | | | |
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| • | | debt service coverage ratio of not less than 2.75 to 1.0, and | | | | | | | |
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| • | | aggregate unpaid principal amount of Fannie Mae DUS mortgage loans within the Company’s consolidated servicing portfolio which are 60 or more days past due or otherwise in default not to exceed 3.5% of the aggregate unpaid principal balance of all Fannie Mae DUS mortgage loans within the Company’s consolidated servicing portfolio. | | | | | | | |
Uncommitted Warehouse Facility: |
The Company has a $500.0 million uncommitted facility with Fannie Mae under its ASAP funding program. After approval of certain loan documents, Fannie Mae will fund loans after closing and the advances are used to repay the primary warehouse line. Fannie Mae will advance 99% of the loan balance and borrowings under this program bear interest at the average 30-day LIBOR, with a minimum LIBOR rate of 35 basis points, plus 115 basis points. As of December 31, 2013, the Company had $11.4 million of borrowings outstanding under this program. There is no expiration date for this facility. |
The agreements above contain cross-default provisions, such that if a default occurs under any of the Company’s debt agreements, generally the lenders under its other debt agreements could also declare a default. As of December 31, 2013, the Company was in compliance with all of its warehouse line covenants. |
Notes Payable—Borrowings for notes payable at December 31, 2013 and 2012, are as follows (in thousands, unless otherwise noted): |
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| | December 31, | | | |
Lender | | 2013 | | | 2012 | | | Interest rate and repayments |
Term Loan—$175.0 million term loan due December 20, 2020 | | $ | 173,258 | | | $ | — | | | Interest rate varies—see below for further details; quarterly principal payments of $437.5 |
Prior Loan—$83.0 million note due August 31, 2017 | | | — | | | | 80,925 | | | Average 30-day LIBOR plus 3.75% monthly interest, quarterly principal payments of $2,075.0 |
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Total | | $ | 173,258 | | | $ | 80,925 | | | |
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On September 4, 2012, and substantially contemporaneously with the closing of the Acquisition, the Company entered into a senior secured term loan credit agreement (the “Credit Agreement”). The Credit Agreement provided for an $83.0 million term loan (the “Prior Loan”) that was scheduled to mature on August 31, 2017. The Company repaid in full the Prior Loan on December 20, 2013. In connection with the repayment, the Company recognized a $1.2 million loss on extinguishment of debt related to unamortized debt issuance costs, which is included in Other operating expenses in the Consolidated Statements of Income. |
On December 20, 2013, the Company entered into a senior secured term loan credit agreement (the “Term Loan Agreement”). The Term Loan Agreement provides for a $175.0 million term loan (the “Term Loan”). At any time, the Company may also elect to request the establishment of one or more incremental term loan commitments to make up to three additional term loans (any such additional term loan, an “Incremental Term Loan”) in an aggregate principal amount for all such Incremental Term Loans not to exceed $60.0 million. |
The Term Loan was issued at a discount of 1.0%, and the Company used approximately $77.5 million of the Term Loan proceeds to repay in full the Prior Credit Facility and to pay certain transaction costs incurred in connection with the Term Loan. |
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The Company is obligated to repay the aggregate outstanding principal amount of the Term Loan in consecutive quarterly installments equal to $0.4 million on the last business day of each of March, June, September and December commencing on March 31, 2014. The term loan also requires certain other prepayments in certain circumstances pursuant to the terms of the Term Loan Agreement. The final principal installment of the Term Loan is required to be paid in full on December 20, 2020 (or, if earlier, the date of acceleration of the Term Loan pursuant to the terms of the Term Loan Agreement) and will be in an amount equal to the aggregate outstanding principal of the Term Loan on such date (together with all accrued interest thereon). |
At the Company’s election, the Term Loan will bear interest at either (i) the “Base Rate” plus an applicable margin or (ii) the London Interbank Offered Rate (“LIBOR Rate”) plus an applicable margin, subject to adjustment if an event of default under the Term Loan Agreement has occurred and is continuing with a minimum LIBOR Rate of 1.0%. The “Base Rate” means the highest of (a) the Agent’s “prime rate,” (b) the federal funds rate plus 0.50% and (c) LIBOR for an interest period of one month plus 1%. In each case, the applicable margin is determined by the Company’s Consolidated Corporate Leverage Ratio (as defined in the Term Loan Agreement). If such Consolidated Corporate Leverage Ratio is greater than 2.50 to 1.00, the applicable margin will be 4.50% for LIBOR Rate loans and 3.50% for Base Rate loans, and if such Consolidated Corporate Leverage Ratio is less than or equal to 2.50 to 1.00, the applicable margin will be 4.25% for LIBOR Rate loans and 3.25% for Base Rate loans. The Term Loan currently bears interest at the LIBOR Rate plus an applicable margin of 4.50%. |
The obligations of the Company under the Term Loan Agreement are guaranteed by Walker & Dunlop Multifamily, Inc., Walker & Dunlop, LLC, and Walker & Dunlop Capital, LLC, each of which is a direct or indirect wholly owned subsidiary of the Company (together with the Company, the “Loan Parties”), pursuant to a Guarantee and Collateral Agreement entered into on December 20, 2013 among the Loan Parties and the Agent (the “Guarantee and Collateral Agreement”). Subject to certain exceptions and qualifications contained in the Term Loan Agreement, the Company is required to cause any newly created or acquired subsidiary, unless such subsidiary has been designated as an Excluded Subsidiary (as defined in the Term Loan Agreement) by the Company in accordance with the terms of the Term Loan Agreement, to guarantee the obligations of the Company under the Term Loan Agreement and become a party to the Guarantee and Collateral Agreement. The Company may designate a newly created or acquired subsidiary as an Excluded Subsidiary so long as certain conditions and requirements provided for in the Term Loan Agreement are met. |
The Term Loan Agreement contains certain affirmative and negative covenants that are binding on the Loan Parties, including, but not limited to, restrictions (subject to specified exceptions and qualifications) on the ability of the Loan Parties to incur indebtedness, to create liens on their property, to make investments, to merge, consolidate or enter into any similar combination, or enter into any asset disposition of all or substantially all assets, or liquidate, wind-up or dissolve, to make asset dispositions, to declare or pay dividends or make related distributions, to enter into certain transactions with affiliates, to enter into any negative pledges or other restrictive agreements, to engage in any business other than the business of the Loan Parties as of the date of the Term Loan Agreement and business activities reasonably related or ancillary thereto, to amend certain material contracts or to enter into any sale leaseback arrangements. |
In addition, the Term Loan Agreement requires the Company to abide by certain financial covenants calculated for the Company and its subsidiaries on a consolidated basis as follows: |
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| • | | As of the last day of any fiscal quarter ending during the periods specified below, permit the Consolidated Corporate Leverage Ratio (as defined in the Term Loan Agreement) to be greater than the corresponding ratio set forth below: | | | | | | | |
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Period | | Maximum Ratio | | | | | | | |
Closing Date through December 31, 2014 | | | 5.00 to 1.00 | | | | | | | |
January 1, 2015 through December 31, 2015 | | | 4.75 to 1.00 | | | | | | | |
January 1, 2016 to December 31, 2016 | | | 4.50 to 1.00 | | | | | | | |
January 1, 2017 and thereafter | | | 4.25 to 1.00 | | | | | | | |
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| • | | As of the last day of any fiscal quarter permit the Consolidated Corporate Interest Coverage Ratio (as defined in the Term Loan Agreement) to be less than 2.75 to 1.00. | | | | | | | |
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| • | | As of the last day of any fiscal quarter permit the Asset Coverage Ratio (as defined in the Term Loan Agreement) to be less than 1.50 to 1.00. | | | | | | | |
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The Term Loan Agreement contains customary events of default (which are in some cases subject to certain exceptions, thresholds, notice requirements and grace periods), including, but not limited to, non-payment of principal or interest or other amounts, misrepresentations, failure to perform or observe covenants, cross-defaults with certain other indebtedness or material agreements, certain change in control events, voluntary or involuntary bankruptcy proceedings, failure of the Term Loan Agreement or other loan documents to be valid and binding, and certain ERISA events and judgments. |
All of the notes payable, including the warehouse facilities, are senior obligations of the Company. |
The scheduled maturities, as of December 31, 2013, for the aggregate of the warehouse notes payable and the notes payable is shown below. The warehouse notes payable obligations are incurred in support of the related loans held for sale. Amounts advanced under the warehouse notes payable are included in the current year as the amounts are usually drawn and repaid within 60 days (in thousands): |
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Year Ending December 31, | | Maturities | | | | | | | |
2014 | | $ | 317,417 | | | | | | | |
2015 | | | 59,310 | | | | | | | |
2016 | | | 1,750 | | | | | | | |
2017 | | | 1,750 | | | | | | | |
2018 | | | 1,750 | | | | | | | |
Thereafter | | | 166,250 | | | | | | | |
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Total | | $ | 548,227 | | | | | | | |
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All warehouse notes payable balances associated with loans held for sale and outstanding as of December 31, 2013 were repaid in 2014. |