Warehouse Notes Payable | NOTE 7 —DEBT At December 31, 2015 , to provide financing to borrowers under GSE and HUD programs, the Company has arranged for warehouse lines of credit in the amount of $3.3 billion with certain national banks and a $0.5 billion uncommitted facility with Fannie Mae (collectively, the “Agency Warehouse Facilities”). In support of these Agency Warehouse Facilities, the Company has pledged substantially all of its loans held for sale under the Company's approved programs. Additionally, at December 31, 2015 , the Company has arranged for warehouse lines of credit in the amount of $0.4 billion with certain national banks to assist in funding loans held for investment under the Interim Program (“Interim Warehouse Facilities”). The Company has pledged substantially all of its loans held for investment against these Interim Warehouse Facilities. The maximum amount and outstanding borrowings under the warehouse notes payable at December 31, 2015 and 2014 follow: December 31, 2015 (dollars in thousands) Maximum Outstanding Loan Type Facility Amount Balance Funded (1) Interest rate Agency warehouse facility #1 $ $ LHFS 30-day LIBOR plus 1.40% or 1.75% Agency warehouse facility #2 LHFS 30-day LIBOR plus 1.40% Agency warehouse facility #3 LHFS 30-day LIBOR plus 1.40% Agency warehouse facility #4 — LHFS 30-day LIBOR plus 1.40% Fannie Mae repurchase agreement, uncommitted line and open maturity LHFS 30-day LIBOR plus 1.15% Total agency warehouse facilities $ $ Interim warehouse facility #1 $ $ LHFI 30-day LIBOR plus 1.90% Interim warehouse facility #2 LHFI 30-day LIBOR plus 2.00% Interim warehouse facility #3 LHFI 30-day LIBOR plus 2.00% to 2.50% Total interim warehouse facilities $ $ Debt issuance costs — Total warehouse facilities $ $ December 31, 2014 (dollars in thousands) Maximum Outstanding Loan Type Facility Amount Balance Funded (1) Interest rate Agency warehouse facility #1 $ $ LHFS 30-day LIBOR plus 1.50% Agency warehouse facility #2 LHFS 30-day LIBOR plus 1.50% Agency warehouse facility #3 LHFS 30-day LIBOR plus 1.40% Fannie Mae repurchase agreement, uncommitted line and open maturity LHFS 30-day LIBOR plus 1.15% Total agency warehouse facilities $ $ Interim warehouse facility #1 $ $ LHFI 30-day LIBOR plus 2.00% Interim warehouse facility #2 LHFI 30-day LIBOR plus 2.00% Interim warehouse facility #3 LHFI 30-day LIBOR plus 2.00% to 2.50% Total interim warehouse facilities $ $ Debt issuance costs — Total warehouse facilities $ $ (1) Type of loan the borrowing facility is used to fully or partially fund – loans held for sale (“LHFS”) or loans held for investment (“LHFI”). 30 -day LIBOR was 0.43% as of December 31, 2015 and 0.17% as of December 31, 2014 . Interest expense under the warehouse notes payable for the years ended December 31, 2015, 2014, and 2013 aggregated to $29.2 million, $18.2 million, and $13.7 million, respectively. Included in interest expense in 2015, 2014, and 2013 are facility fees of $ 4.5 million , $3.4 million, and $2.7 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, 2015 . Warehouse Facilities Agency Warehouse Facilities To provide financing to borrowers under GSE and HUD programs, the Company has five warehouse credit facilities that it uses to fund substantially all of its loan originations. As of December 31, 2015 , the Company had four committed warehouse lines of credit in the aggregate amount of $3.3 billion with certain national banks and a $0.5 billion uncommitted facility with Fannie Mae. Consistent with industry practice, four of these facilities are revolving commitments the Company expects to renew annually and the other facility is provided on an uncommitted basis without a specific maturity date. The Company’s ability to originate mortgage loans depends upon its ability to secure and maintain these types of short-term financings on acceptable terms. Agency Warehouse Facility #1 : The Company has a Warehousing Credit and Security Agreement with a national bank for a $685.0 million committed warehouse line that is scheduled to mature on October 31, 2016 . The total commitment amount of $685.0 million as of December 31, 2015 consists of a base committed amount of $425.0 million and a temporary increase of $260.0 million, as more fully described below. The Warehousing Credit and Security Agreement provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD, and FHA loans. Advances are made at 100% of the loan balance and borrowings under this line bear interest at the 30 -day London Interbank Offered Rate (“LIBOR”) plus 140 basis points. The Warehousing Credit and Security Agreement contains certain affirmative and negative covenants that are binding on the Company’s operating subsidiary, Walker & Dunlop, LLC (which are in some cases subject to exceptions), including, but not limited to, restrictions on its ability to assume, guarantee, or become contingently liable for the obligation of another person, to undertake certain fundamental changes such as reorganizations, mergers, amendments to the Company’s certificate of formation or operating agreement, liquidations, dissolutions or dispositions or acquisitions of assets or businesses, to cease to be directly or indirectly wholly owned by the Company, to pay any subordinated debt in advance of its stated maturity or to take any action that would cause Walker & Dunlop, LLC to lose all or any part of its status as an eligible lender, seller, servicer or issuer or any license or approval required for it to engage in the business of originating, acquiring or servicing mortgage loans. In addition, the Warehousing Credit and Security Agreement requires compliance with certain financial covenants, which are measured for the Company and its subsidiaries on a consolidated basis, as follows: · tangible net worth of the Company of not less than (i) $200.0 million plus (ii) 75% of the net proceeds of any equity issuances by the Company or any of its subsidiaries after the closing date, · compliance with the applicable net worth and liquidity requirements of Fannie Mae, Freddie Mac, Ginnie Mae, FHA, and HUD, · liquid assets of the Company of not less than $15.0 million, · maintenance of aggregate unpaid principal amount of all mortgage loans comprising the Company’s consolidated servicing portfolio of not less than $20.0 billion or (ii) all Fannie Mae DUS mortgage loans comprising the Company’s consolidated servicing portfolio of not less than $10.0 billion, exclusive in both cases of mortgage loans which are 60 or more days past due or are otherwise in default or have been transferred to Fannie Mae for resolution, · aggregate unpaid principal amount of Fannie Mae DUS mortgage loans within the Company’s consolidated servicing portfolio which are 60 or more days past due or otherwise in default not to exceed 3.5% of the aggregate unpaid principal balance of all Fannie Mae DUS mortgage loans within the Company’s consolidated servicing portfolio, and · maximum indebtedness (excluding warehouse lines) to tangible net worth of 2.25 to 1.0, The Warehousing Credit and Security Agreement contains customary events of default , which are in some cases subject to certain exceptions, thresholds, notice requirements and grace periods. During the third quarter of 2015, the Company executed a temporary commitment increase agreement to the warehousing credit and security agreement. The agreement provides a temporary $260.0 million increase in the maximum borrowing capacity to allow the Company to fund a specific portfolio of loans. The temporary increase may be used only to fund the specific portfolio of loans and matures on the earlier of (i) February 16, 2016 and (ii) delivery of the specific portfolio of loans to the investor, at which time the maximum borrowing capacity returns to $425.0 million. Additionally, the borrowings under the temporary increase bear interest at LIBOR plus 175 basis points. All borrowings under the original warehousing and credit security agreement bear interest at LIBOR plus 140 basis points. During the fourth quarter of 2015, the Company executed the tenth amendment to the credit and security agreement that extended the maturity date to October 31, 2016 . Also during the fourth quarter of 2015, the Company executed the 11 th amendment to the credit and security agreement that reduced the interest rate to LIBOR plus 140 basis points. No other material modifications were made to the agreement during 2015. Agency Warehouse Facility #2 : The Company has a Warehousing Credit and Security Agreement with a syndicate of national banks for a $1.9 billion committed warehouse line that is scheduled to mature on June 22, 2016 . The total commitment amount of $1.9 billion as of December 31, 2015 consists of a base committed amount of $650.0 million and a temporary increase of $1.3 billion, as more fully described below. The committed warehouse facility provides the Company with the ability to fund Fannie Mae, Freddie Mac, HUD and FHA loans. Advances are made at 100% of the loan balance, and borrowings under this line bear interest at LIBOR plus 140 basis points. During the second quarter of 2015, the Company executed the fourth amendment to the amended and restated credit and security agreement that extended the maturity date to June 22, 2016. During the fourth quarter of 2015, the Company executed the fifth amendment to the amended and restated credit and security agreement that reduced the interest rate to LIBOR plus 140 basis points. Additionally, the fifth amendment changed the warehousing advance due date to February 15, 2016 for warehousing advances made in connection with Freddie Mac loan originations closed prior to the end of 2015. The Company also executed the sixth and seventh amendments that provided for a temporary increase to the maximum borrowing capacity in the amount of $1.3 billion (for a total maximum borrowing capacity of $1.9 billion) that matures on February 29, 2016 , at which time the maximum borrowing capacity returns to $650.0 million. No other material modifications were made to the agreement during 2015. The negative and financial covenants of the amended and restated warehouse agreement conform to those of the warehouse agreement for Agency Warehouse Facility #1, described above, with the exception of the leverage ratio covenant, which is not included in the warehouse agreement for Agency Warehouse Facility #2. Agency Warehouse Facility #3 : The Company has a $490.0 million committed warehouse credit and security agreement with a national bank. The total commitment amount of $490.0 million as of December 31, 2015 consists of a base committed amount of $240.0 million and a temporary increase of $250.0 million, as more fully described below. The committed warehouse facility provides us with the ability to fund Fannie Mae, Freddie Mac, HUD and FHA loans. Advances are made at 100% of the loan balance, and the borrowings under the warehouse agreement bear interest at a rate of LIBOR plus 140 basis points. During the second quarter of 2015, the Company executed the second amendment to the credit and security agreement that increased the maximum borrowing capacity to $240.0 million and extended the maturity date to April 30, 2016 . During the fourth quarter of 2015, the Company executed the third amendment to the warehousing credit and security agreement that provides a temporary $250.0 million increase in the maximum borrowing capacity that matures on February 29, 2016 , at which time the maximum borrowing capacity returns to $240.0 million. Additionally, the third amendment provides for extended warehouse advance periods on all loan types financed under the credit and security agreement as long as the advance will be repaid prior to the expiration of the temporary increase. No other material modifications were made to the agreement during 2015. The negative and financial covenants of the warehouse agreement conform to those of the warehouse agreement for Agency Warehouse Facility #1, described above. Agency Warehouse Facility #4 : On December 21, 2015, the Company executed a Mortgage Warehousing Loan and Security Agreement that established Agency Warehouse Facility #4. The committed warehouse facility provides us with the ability to fund Fannie Mae, Freddie Mac, HUD and FHA loans. The warehouse agreement provides for a maximum borrowing amount of $250.0 million and is scheduled to mature on December 20, 2016 . The borrowings under the warehouse agreement bear interest at a rate of 30 -day LIBOR plus 140 basis points. The negative and financial covenants of the warehouse agreement conform to those of the warehouse agreement for Agency Warehouse Facility #1, described above, with the exception of the leverage ratio covenant, which is not included in the warehouse agreement for Agency Warehouse Facility #4. Uncommitted Agency Warehouse Facility: The Company has a $450.0 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 LIBOR plus 115 basis points, with a minimum LIBOR rate of 35 basis points. There is no expiration date for this facility. Interim Warehouse Facilities To assist in funding loans held for investment under the Interim Program, the Company has three warehouse facilities in the aggregate amount of $0.4 billion with certain national banks. Consistent with industry practice, one of these facilities is a revolving commitment the Company expects to renew annually and two are revolving commitments the Company expects to renew every two years. The Company’s ability to originate loans held for investment depends upon its ability to secure and maintain these types of short-term financings on acceptable terms. Interim Warehouse Facility #1 : The Company has an $85.0 million committed warehouse line agreement that is scheduled to mature on April 30, 2016 . The facility provides the Company with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement . During the second quarter of 2015 , the Company executed the fifth amendment to the credit and security agreement. The amendment extended the maturity date to April 30, 2016 , increased the maximum borrowing capacity to $85.0 million, and reduced the interest rate applicable under the facility to LIBOR plus 190 basis points. No other material modifications were made to the agreement during 2015. The facility agreement requires the Company’s compliance with the same financial covenants as Agency Warehouse Facility #1, described above, and also includes the following additional financial covenant: · minimum rolling four-quarter EBITDA, as defined, to total debt service ratio of 2.00 to 1.0 Interim Warehouse Facility #2 : The Company has a $200.0 million committed warehouse line agreement that is scheduled to mature on December 13, 2017 . The agreement provides the Company with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility. Borrowings under the facility are full recourse to the Company. All borrowings originally bear interest at LIBOR plus 200 basis points. The lender retains a first priority security interest in all mortgages funded by such advances on a cross-collateralized basis. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement. During the second quarter of 2015, the Company executed the second amendment to the credit and security agreement that increased the maximum borrowing capacity to $200.0 million. During the fourth quarter of 2015, the Company executed the third amendment to the credit and security agreement that, among other things, extended the maturity date to December 13, 2017 . No other material modifications were made to the agreement during 2015. The credit agreement, as amended and restated, requires the borrower and the Company to abide by the same financial covenants as Agency Warehouse Facility #1, described above, with the exception of the leverage ratio covenant, which is not included in the warehouse agreement for Interim Warehouse Facility #2. Additionally, Interim Warehouse Facility #2 has the following additional financial covenants: · rolling four-quarter EBITDA, as defined, of not less than $35.0 million and · debt service coverage ratio, as defined, of not less than 2.75 to 1.0 Interim Warehouse Facility #3 : The Company has a $75.0 million repurchase agreement with a national bank that is scheduled to mature on May 19, 2016 . The agreement provides the Company with the ability to fund first mortgage loans on multifamily real estate properties for periods of up to three years, using available cash in combination with advances under the facility . Borrowings under the facility are full recourse to the Company. The borrowings under the agreement bear interest at a rate of LIBOR plus 2.00% to 2.50% (“the spread”). The spread varies according to the type of asset the borrowing finances. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement . During the fourth quarter of 2015, the Company executed the first amendment to the repurchase agreement that increased the maximum borrowing capacity to $75.0 million. No other material modifications were made to the agreement during 2015. The Repurchase Agreement requires the borrower and the Company to abide by the following financial covenants: · tangible net worth of the Company of not less than (i) $200.0 million plus (ii) 75% of the net proceeds of any equity issuances by the Company or any of its subsidiaries after the closing date, · liquid assets of the Company of not less than $15.0 million, · leverage ratio, as defined, of not more than 3.0 to 1.0, and · debt service coverage ratio, as defined, of not less than 2.75 to 1.0. The agreements above contain cross-default provisions, such that if a default occurs under any of the Company’s debt agreements, generally the lenders under the other debt agreements could also declare a default. As of December 31, 2015, we were in compliance with all of our warehouse line covenants. As noted previously, the Company increased its ownership interest in the CMBS Partnership to 100% effective January 1, 2016. The CMBS Partnership has two master repurchase agreements with national banks with a combined maximum borrowing capacity of $200.0 million. The CMBS Partnership uses these warehouse lines and its own cash to fund loans held for sale under the CMBS Program. Note Payable On December 20, 2013, the Company entered into a $175.0 million senior secured term loan credit agreement (the “Term Loan Agreement”). At any time, the Company may also elect to request the establishment of one or more incremental term loan commitments to make up to three additional term loans in an aggregate principal amount not to exceed $60.0 million. The term loan 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 a prior senior secured term loan and to pay certain transaction costs incurred in connection with the term loan. In connection with the repayment of the prior loan, 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, 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. In April of 2015, the Company made a mandatory prepayment of $3.6 million. In connection with the mandatory prepayment, the Company’s quarterly principal installments were reduced to $0.3 million, beginning with the June 30, 2015 principal payment. 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 calculated Consolidated Corporate Leverage Ratio dropped to below 2.50 in 2014 . Consequently, the applicable margin is 4.25% for LIBOR Rate loans and 3.25% for Base Rate loans as of December 31, 2015. The obligations of the Company under the Term Loan Agreement are guaranteed by Walker & Dunlop Multifamily, Inc.; Walker & Dunlop, LLC; Walker & Dunlop Capital, LLC; and W&D BE, Inc., each of which is a direct or indirect wholly owned subsidiary of the Company (together with the Company, the “Loan Parties”), pursuant to a Guarantee and Collateral Agreement entered into on December 20, 2013 among the Loan Parties and the Agent (the “Guarantee and Collateral Agreement”). Subject to certain exceptions and qualifications contained in the Term Loan Agreement, the Company is required to cause any newly created or acquired subsidiary, unless such subsidiary has been designated as an Excluded Subsidiary (as defined in the Term Loan Agreement) by the Company in accordance with the terms of the Term Loan Agreement, to guarantee the obligations of the Company under the Term Loan Agreement and become a party to the Guarantee and Collateral Agreement. The Company may designate a newly created or acquired subsidiary as an Excluded Subsidiary so long as certain conditions and requirements provided for in the Term Loan Agreement are met. The Term Loan Agreement contains certain affirmative and negative covenants that are binding on the Loan Parties, including, but not limited to, restrictions (subject to specified exceptions and qualifications) on the ability of the Loan Parties to incur indebtedness, to create liens on their property, to make investments, to merge, consolidate or enter into any similar combination, or enter into any asset disposition of all or substantially all assets, or liquidate, wind-up or dissolve, to make asset dispositions, to declare or pay dividends or make related distributions, to enter into certain transactions with affiliates, to enter into any negative pledges or other restrictive agreements, to engage in any business other than the business of the Loan Parties as of the date of the Term Loan Agreement and business activities reasonably related or ancillary thereto, to amend certain material contracts or to enter into any sale leaseback arrangements. In addition, the Term Loan Agreement requires the Company to abide by certain financial covenants calculated for the Company and its subsidiaries on a consolidated basis as follows: · As of the last day of any fiscal quarter ending during the periods specified below, permit the Consolidated Corporate Leverage Ratio (as defined in the Term Loan Agreement) to be greater than the corresponding ratio set forth below: Maximum Ratio Closing Date through December 31, 2014 to 1.0 January 1, 2015 through December 31, 2015 to 1.0 January 1, 2016 to December 31, 2016 to 1.0 January 1, 2017 and thereafter to 1.0 · As of the last day of any fiscal quarter permit the Consolidated Corporate Interest Coverage Ratio (as defined in the Term Loan Agreement) to be less than 2.75 to 1.00. · As of the last day of any fiscal quarter permit the Asset Coverage Ratio (as defined in the Term Loan Agreement) to be less than 1.50 to 1.00. The Term Loan Agreement contains customary events of default (which are in some cases subject to certain exceptions, thresholds, notice requirements and grace periods), including, but not limited to, non-payment of principal or interest or other amounts, misrepresentations, failure to perform or observe covenants, cross-defaults with certain other indebtedness or material agreements, certain change in control events, voluntary or involuntary bankruptcy proceedings, failure of the Term Loan Agreement or other loan documents to be valid and binding, and certain ERISA events and judgments. The following table shows the components of the note payable as of December 31, 2015 and 2014 : (in thousands, unless otherwise specified) December 31, Lender 2015 2014 Interest rate and repayments Institutional Investors - $175.0 million term loan due December 20, 2020 $ $ Interest rate varies - see below for further details; quarterly principal payments of $0.3 million Unamortized debt discount Unamortized debt issuance costs Carrying balance $ $ The scheduled maturities, as of December 31, 2015 , for the aggregate of the warehouse notes payable and the note payable is shown below. The warehouse notes payable obligations are incurred in support of the related loans held for sale and loans held for investment. Amounts advanced under the warehouse notes payable for loans held for sale are included in the subsequent year as the amounts are usually drawn and repaid within 60 days. The amounts included below related to the note payable include only the quarterly and final principal payments required by the related credit agreement (i.e., the non-contingent payments) and do not include any principal payments that are contingent upon Company cash flow, as defined in the credit agreement (i.e., the contingent payments). The maturities below are in thousands . Year Ending December 31, Maturities 2016 $ 2017 2018 2019 2020 Thereafter — Total $ All of the debt instruments, including the warehouse facilities, are senior obligations of the Company. All warehouse notes payable balances associated with loans held for sale and outstanding as of December 31, 2015 were repaid in 2016. |