Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 24, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39189 | ||
Entity Registrant Name | UWM HOLDINGS CORPORATION | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-2124167 | ||
Entity Address, Address Line One | 585 South Boulevard E. | ||
Entity Address, City or Town | Pontiac, | ||
Entity Address, State or Province | MI | ||
Entity Address, Postal Zip Code | 48341 | ||
City Area Code | (800) | ||
Local Phone Number | 981-8898 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 774,077,257 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for use in connection with its 2022 Annual Meeting of Stockholders, which is to be filed no later than 120 days after December 31, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Entity Central Index Key | 0001783398 | ||
Common Class A | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | UWMC | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 92,529,679 | ||
Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each warrant exercisable for one share of Class A Common Stock | ||
Trading Symbol | UWMCWS | ||
Security Exchange Name | NYSE | ||
Common Class D | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,502,069,787 |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Audit Information [Abstract] | ||
Auditor Name | Deloitte & Touche LLP | Richey, May and Co., LLP |
Auditor Location | Detroit, Michigan | Englewood, Colorado |
Auditor Firm ID | 34 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 731,088 | $ 1,223,837 |
Mortgage loans at fair value | 17,473,324 | 7,916,515 |
Derivative assets | 67,356 | 61,072 |
Investment securities at fair value, pledged | 152,263 | 0 |
Accounts receivable, net | 415,691 | 253,600 |
Mortgage servicing rights - fair value as of December 31, 2021; amortized cost as of December 31, 2020 (see Note 1 and Note 5) | 3,314,952 | 1,756,864 |
Premises and equipment, net | 151,687 | 107,572 |
Operating lease right-of-use asset, net (includes $104,595 and $92,571 with related parties) | 104,828 | 93,098 |
Finance lease right-of-use asset (includes $28,619 and $0 with related parties) | 57,024 | 22,929 |
Other assets | 60,145 | 57,989 |
Total assets | 22,528,358 | 11,493,476 |
Liabilities and equity | ||
Warehouse lines of credit | 15,954,938 | 6,941,397 |
Derivative liabilities | 36,741 | 66,237 |
Operating lines of credit | 0 | 320,300 |
Borrowings against investment securities | 118,786 | 0 |
Accounts payable and accrued expenses | 1,085,365 | 847,745 |
Accrued dividends payable | 9,171 | 0 |
Equipment note payable | 2,046 | 26,528 |
Senior notes | 1,980,112 | 789,323 |
Operating lease liability (includes $111,999 and $104,006 with related parties) | 112,231 | 104,534 |
Finance lease liability (includes $29,087 and $0 with related parties) | 57,967 | 23,132 |
Total liabilities | 19,357,357 | 9,119,196 |
Equity | ||
Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of December 31, 2021 | 0 | |
Additional paid-in capital | 437 | 24,839 |
Retained earnings | 141,805 | 2,349,441 |
Non-controlling interest | 3,028,600 | 0 |
Total equity | 3,171,001 | 2,374,280 |
Total liabilities and equity | 22,528,358 | $ 11,493,476 |
Common Class A | ||
Equity | ||
Common stock, $0.0001 par value | 9 | |
Common Class B | ||
Equity | ||
Common stock, $0.0001 par value | 0 | |
Common Class C | ||
Equity | ||
Common stock, $0.0001 par value | 0 | |
Common Class D | ||
Equity | ||
Common stock, $0.0001 par value | $ 150 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Related party operating lease right-of-use asset | $ 104,595 | $ 92,571 |
Related party finance lease right-of-use asset | 28,619 | 0 |
Related party operating lease liabilities | 111,999 | 104,006 |
Related party finance lease liability | $ 29,087 | $ 0 |
Preferred stock, par value (in usd per share) | $ 0.0001 | |
Preferred stock, shares authorized | 100,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common Class A | ||
Common stock, par value (in usd per share) | $ 0.0001 | |
Common stock, shares authorized | 4,000,000,000 | |
Common stock, shares, issued | 91,612,305 | |
Common stock, shares, outstanding | 91,612,305 | |
Common Class B | ||
Common stock, par value (in usd per share) | $ 0.0001 | |
Common stock, shares authorized | 1,700,000,000 | |
Common stock, shares, issued | 0 | |
Common stock, shares, outstanding | 0 | |
Common Class C | ||
Common stock, par value (in usd per share) | $ 0.0001 | |
Common stock, shares authorized | 1,700,000,000 | |
Common stock, shares, issued | 0 | |
Common stock, shares, outstanding | 0 | |
Common Class D | ||
Common stock, par value (in usd per share) | $ 0.0001 | |
Common stock, shares authorized | 1,700,000,000 | |
Common stock, shares, issued | 1,502,069,787 | |
Common stock, shares, outstanding | 1,502,069,787 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||
Loan production income | $ 2,585,807 | $ 4,551,415 | $ 1,043,483 |
Loan servicing income | 638,738 | 288,304 | 102,288 |
Change in fair value of mortgage servicing rights (see Note 5) | (587,813) | 0 | 0 |
Gain (loss) on sale of mortgage servicing rights | 1,791 | (62,285) | (22,480) |
Interest income | 331,770 | 161,160 | 155,129 |
Total revenue, net | 2,970,293 | 4,938,594 | 1,278,420 |
Expenses | |||
Salaries, commissions and benefits | 697,680 | 552,143 | 372,172 |
Direct loan production costs | 72,952 | 54,459 | 34,434 |
Marketing, travel, and entertainment | 62,472 | 20,367 | 23,433 |
Depreciation and amortization | 35,098 | 16,820 | 9,405 |
General and administrative | 133,334 | 98,856 | 91,076 |
Servicing costs | 108,967 | 70,835 | 30,936 |
Amortization, impairment and pay-offs of mortgage servicing rights (see Note 5) | 0 | 573,118 | 137,776 |
Interest expense | 304,656 | 167,036 | 164,131 |
Other (income)/expense | (23,107) | 0 | 0 |
Total expenses | 1,392,052 | 1,553,634 | 863,363 |
Earnings before income taxes | 1,578,241 | 3,384,960 | 415,057 |
Provision for income taxes | 9,841 | 2,450 | 0 |
Net income | 1,568,400 | $ 3,382,510 | $ 415,057 |
Net income attributable to non-controlling interests | 1,469,955 | ||
Net income attributable to UWM Holdings Corporation | $ 98,445 | ||
Earnings per share of Class A common stock (see Note 20): | |||
Basic (in usd per share) | $ 0.98 | ||
Diluted (in usd per share) | $ 0.66 | ||
Weighted average shares outstanding: | |||
Basic (in shares) | 100,881,094 | ||
Diluted (in shares) | 1,603,157,640 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Remeasurement Due to Change in Parent Ownership | Cumulative Effect, Period of Adoption, Adjustment | Common Class A | Common Class D | Common StockCommon Class A | Common StockCommon Class D | Additional Paid-in Capital | Retained Earnings | Retained EarningsCumulative Effect, Remeasurement Due to Change in Parent Ownership | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Non-controlling Interest | Non-controlling InterestCumulative Effect, Remeasurement Due to Change in Parent Ownership |
Balance at beginning of period at Dec. 31, 2018 | $ 319,051 | $ 24,839 | $ 294,212 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income | 415,057 | 415,057 | |||||||||||
Member distributions | (72,785) | (72,785) | |||||||||||
Balance at end of period at Dec. 31, 2019 | 661,323 | 24,839 | 636,484 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income | 3,382,510 | 3,382,510 | |||||||||||
Member distributions | (1,969,553) | (1,969,553) | |||||||||||
Member contributions | 300,000 | 300,000 | |||||||||||
Balance at end of period at Dec. 31, 2020 | 2,374,280 | $ 3,440 | 24,839 | 2,349,441 | $ 3,440 | ||||||||
Balance at end of period at Dec. 31, 2020 | 2,374,280 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income | 1,568,400 | ||||||||||||
Stock-based compensation expense (in shares) | 6,430 | ||||||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 91,612,305 | 1,502,069,787 | 91,612,305 | 1,502,069,787 | |||||||||
Balance at end of period at Dec. 31, 2021 | 3,171,001 | $ 9 | $ 150 | 437 | 141,805 | $ 3,028,600 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income | 1,384,644 | 98,445 | 1,286,199 | ||||||||||
Balance at beginning of period (in shares) at Jan. 21, 2021 | 103,104,205 | 1,502,069,787 | 103,104,205 | 1,502,069,787 | |||||||||
Balance at beginning of period at Jan. 21, 2021 | 0 | $ 4,936 | $ 10 | $ 150 | (24,839) | (2,164,975) | $ 12,826 | 2,189,654 | $ (7,890) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Opening net liabilities of Gores Holdings IV, Inc. acquired | (75,380) | (75,380) | |||||||||||
Class A common stock dividends | (39,805) | (39,805) | |||||||||||
Member distributions to SFS Corp. | (368,832) | (368,832) | |||||||||||
Stock-based compensation expense (in shares) | 6,430 | ||||||||||||
Stock-based compensation expense | 6,467 | 437 | 6,030 | ||||||||||
Class A common stock repurchased (in shares) | (11,498,330) | ||||||||||||
Class A common stock repurchased | (81,627) | $ (1) | (5,065) | (76,561) | |||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 91,612,305 | 1,502,069,787 | 91,612,305 | 1,502,069,787 | |||||||||
Balance at end of period at Dec. 31, 2021 | $ 3,171,001 | $ 9 | $ 150 | $ 437 | $ 141,805 | $ 3,028,600 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 1,568,400 | $ 3,382,510 | $ 415,057 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
(Gain) loss on sale of mortgage servicing rights | (1,791) | 62,285 | 22,480 |
Reserve for representations and warranties | 45,301 | 36,510 | 19,153 |
Capitalization of mortgage servicing rights | (2,397,483) | (1,896,638) | (1,126,965) |
Amortization and pay-offs of mortgage servicing rights | 0 | 553,534 | 117,217 |
Impairment of mortgage servicing rights, net | 0 | 19,584 | 20,559 |
Change in fair value of mortgage servicing rights | 587,813 | 0 | 0 |
Depreciation and amortization of premises and equipment | 20,633 | 11,581 | 9,405 |
Senior notes issuance cost amortization | 2,948 | 353 | 0 |
Amortization of finance lease right-of-use assets | 14,444 | 5,238 | 2,520 |
Stock-based compensation expense | 6,467 | 0 | 0 |
Retention of investment securities | (154,794) | 0 | 0 |
Decrease in fair value of investment securities | 1,061 | 0 | 0 |
Decrease in fair value of warrants liability | (36,105) | 0 | 0 |
(Increase) decrease in: | |||
Mortgage loans at fair value | (9,556,809) | (2,470,205) | (2,928,550) |
Derivative assets | (6,284) | (36,384) | (7,094) |
Other assets | (164,459) | (181,912) | (13,958) |
Increase (decrease) in: | |||
Other liabilities | 143,191 | 526,128 | (19,291) |
Derivative liabilities | (29,496) | 43,828 | (6,545) |
Net cash (used in) provided by operating activities | (9,956,963) | 56,412 | (3,496,012) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of premises and equipment | (65,384) | (57,288) | (16,775) |
Proceeds from sale of mortgage servicing rights | 264,028 | 289,170 | 594,150 |
Proceeds from principal payments on investment securities | 1,107 | 0 | 0 |
Net cash provided by investing activities | 199,751 | 231,882 | 577,375 |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Net borrowings under warehouse lines of credit | 9,013,541 | 1,751,810 | 2,836,688 |
Repayments of finance lease liabilities | (13,704) | (5,049) | 0 |
Borrowings under equipment notes payable | 1,078 | 2,165 | 30,000 |
Repayments under equipment notes payable | (25,560) | (5,637) | 0 |
Borrowings under operating lines of credit | 79,700 | 412,295 | 798,321 |
Repayments under operating lines of credit | (400,000) | (467,995) | (582,417) |
Proceeds from issuance of senior notes | 1,200,000 | 800,000 | 0 |
Discount and direct issuance costs on senior notes | (12,159) | (11,030) | 0 |
Proceeds from borrowings against investment securities | 118,786 | 0 | 0 |
Proceeds from business combination transaction | 895,134 | 0 | 0 |
Costs incurred related to business combination transaction | (11,260) | (4,745) | 0 |
Dividends paid | (30,634) | 0 | 0 |
Member contributions from SFS Corp. | 0 | 300,000 | 0 |
Member distributions to SFS Corp. | (1,468,832) | (1,969,554) | (72,785) |
Class A common stock repurchased | (81,627) | 0 | 0 |
Net cash provided by financing activities | 9,264,463 | 802,260 | 3,009,807 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (492,749) | 1,090,554 | 91,170 |
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD | 1,223,837 | 133,283 | 42,113 |
CASH AND CASH EQUIVALENTS, END OF THE PERIOD | 731,088 | 1,223,837 | 133,283 |
SUPPLEMENTAL INFORMATION | |||
Cash paid for interest | 287,295 | 161,803 | 157,813 |
Cash paid for taxes | $ 1,776 | $ 0 | $ 0 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation and Summary of Significant Accounting Policies | ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization UWM Holdings Corporation, through its consolidated subsidiaries (collectively, the "Company"), engages in the origination, sale and servicing of residential mortgage loans. The Company is organized in Delaware but based in Michigan, and originates and services loans throughout the U.S. The Company is approved as a Title II, non-supervised direct endorsement mortgagee with the U.S. Department of Housing and Urban Development (or “HUD”). In addition, the Company is an approved issuer with the Government National Mortgage Association (or “Ginnie Mae”), as well as an approved seller and servicer with the Federal National Mortgage Association (or “Fannie Mae”) and the Federal Home Loan Mortgage Corporation (or “Freddie Mac”). The Company (f/k/a Gores Holdings IV, Inc.) was incorporated in Delaware on June 12, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On September 22, 2020, the Company entered into a Business Combination Agreement (the "Business Combination Agreement") by and among the Company, SFS Holding Corp., a Michigan corporation (“SFS Corp.”), United Wholesale Mortgage, LLC, a Michigan limited liability company (“UWM”), and UWM Holdings, LLC, a newly formed Delaware limited liability company (“Holdings LLC” and, together with UWM, the “UWM Entities.”). The business combination with the UWM Entities closed on January 21, 2021. Prior to the closing of the business combination with the UWM Entities, SFS Corp. was the sole member of UWM, which had one unit authorized, issued and outstanding. On January 21, 2021, SFS Corp. contributed its equity interest in UWM to Holdings LLC and adopted the Amended and Restated Operating Agreement to admit Holdings LLC as UWM's sole member and its manager. Upon completion of the business combination transaction, (i) Holdings LLC issued approximately 6% of its units (Class A Common Units) to the Company, (ii) SFS Corp. retained approximately 94% of the units (Class B Common Units) in Holdings LLC and accordingly retained approximately 94% of the economic ownership interest of the combined company and (iii) Holdings LLC became a consolidated subsidiary of the Company, as the Company is the sole managing member of Holdings LLC. The economic interest in Holdings LLC owned by SFS Corp. is presented as a non-controlling interest in these consolidated financial statements (see Note 13 - Non-Controlling Interests for further information). Following the consummation of the transactions contemplated by the Business Combination Agreement, the Company is organized in an “Up-C” structure in which UWM (the operating subsidiary) is held directly by Holdings LLC and the Company’s only material direct asset consists of Class A Common Units in Holdings LLC. The Company's current capital structure authorizes Class A common stock, Class B common stock, Class C common stock and Class D common stock. The Class A common stock and Class C common stock each provide holders with one vote on all matters submitted to a vote of stockholders, and the Class B common stock and Class D common stock each provide holders with 10 votes on all matters submitted to a vote of stockholders. The holders of Class C common stock and Class D common stock do not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to holders of Class A common stock and Class B common stock. Immediately following the business combination transaction, there were 103,104,205 shares of Class A common stock outstanding, and 1,502,069,787 shares of non-economic Class D common stock outstanding (all of which were held by SFS Corp.), and no shares of Class B or Class C common stock outstanding. As of December 31, 2021 , there were 91,612,305 shares of Class A common stock outstanding and 1,502,069,787 shares of Class D common stock outstanding. Each Holdings LLC Class B Common Unit held by SFS Corp. may be exchanged, along with its stapled share of Class D common stock, for either, at the option of the Company, (a) cash or (b) one share of the Company’s Class B common stock (See Note 13 - Non-Controlling Interests) . Each share of Class B Stock is convertible into one share of Class A Stock upon the transfer or assignment of such share from SFS Corp. to a non-affiliated third-party. Pursuant to the Business Combination Agreement, SFS Corp. is entitled to receive an aggregate of up to 90,761,687 earn-out shares in the form of Class B Common Units in Holdings LLC and Class D common shares upon attainment of certain stock price targets. There are four different triggering events that affect the number of earn-out shares that will be issued based upon the per share price of Class A common stock ranging from $13.00 to $19.00 per share. The Company accounts for the potential earn-out shares as a component of stockholders’ equity in accordance with the applicable guidance in U.S. GAAP. See Note 20 - Earnings Per Share for further information. Basis of Presentation and Consolidation The business combination transaction was accounted for as a reverse recapitalization in accordance with U.S. GAAP as UWM was determined to be the accounting acquirer, primarily due to the fact that SFS Corp. continues to control the Company through its ownership of the Class D common stock. Under this method of accounting, while the Company was the legal acquirer, it was treated as the acquired company for financial reporting purposes. Accordingly, the business combination transaction was treated as the equivalent of UWM issuing stock for the net assets of the Company, accompanied by a recapitalization, with the net assets of the Company stated at historical cost, with no goodwill or other intangible assets recorded. The net proceeds received from Gores Holdings IV, Inc. in the business combination transaction approximated $895.1 million, and the Company incurred approximately $16.0 million in costs related to the transaction which were charged to stockholders' equity upon the closing of the transaction. As part of the business combination transaction, the Company assumed the liability related to the Public and Private Warrants (described below) of $45.6 million. During the period from January 21, 2021 to December 31, 2021, the fair value of the Public and Private Warrants decreased to $9.5 million, resulting in other income of $36.1 million for the year ended December 31, 2021. The Company’s financial statement presentation included in these consolidated financial statements include the consolidated financial statements of UWM and its subsidiaries for periods prior to the completion of the business combination transaction with the UWM Entities and of the Company for periods from and after the business combination transaction. The Company's consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Dividend Policy In connection with its decision to declare a dividend on its Class A common stock, the Company's Board of Directors (the "Board"), in its capacity as the Manager of Holdings LLC, under the Holdings LLC Second Amended and Restated Operating Agreement, can determine whether to (a) make distributions from Holdings LLC to only the Company, as the owner of the Class A Units of Holdings LLC with the proportional amount due to SFS Corp. as the owner of the Class B Units of Holdings LLC, being distributed upon the sooner to occur of (i) the Board making a determination to do so or (ii) the date on which Class B Units of Holdings LLC are converted into shares of Class B common stock of the Company or (b) make proportional and simultaneous distributions from Holdings LLC to both the Company, as the owner of the Class A Units of Holdings LLC and to SFS Corp. as the owner of the Class B Units of Holdings LLC. As of December 31, 2021, cumulative proportional distributions related to the third and fourth quarter 2021 Class A common stock dividends of approximately $300.4 million had yet to be declared by Holdings LLC to SFS Corp. In early January 2022, the Board declared and Holdings LLC paid these cumulative proportional distributions to SFS Corp. simultaneously with the payment of the fourth quarter 2021 Class A common stock dividend of approximately $9.2 million. Operating Segments The Company operates as one segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (or “CODM”), which is the Company’s chief executive officer, in deciding how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information on a consolidated basis. Cash and Cash Equivalents The Company considers cash and temporary investments with original maturities of three months or less to be cash and cash equivalents. The Company typically maintains cash balances in financial institutions in excess of Federal Deposit Insurance Corporation limits. The Company evaluates the creditworthiness of these financial institutions in determining the risk associated with these balances. Mortgage Loans at Fair Value and Revenue Recognition Mortgage loans are recorded at estimated fair value. Fair value of mortgage loans is estimated using observable market information including pricing from current cash commitments from government sponsored enterprises, recent market commitment prices, or broker quotes, as if the loans were to be sold currently into the secondary market. See Note 2 - Mortgage Loans at Fair Value for further information. Loans are considered to be sold when the Company surrenders control over the financial assets. Control is considered to have been surrendered when the transferred assets have been isolated from the Company, beyond the reach of the Company and its creditors; the purchaser obtains the right, free of conditions that constrain it from taking advantage of that right, to pledge or exchange the transferred assets; and the Company does not maintain effective control over the transferred assets through an agreement that entitles or obligates the Company to repurchase or redeem the transferred assets before their maturity. The Company typically considers the above criteria to have been met when transferring title to another party where no substantive repurchase rights or obligations exist. The Company generates revenue from the following three components of the loan origination business: (i) loan production income, (ii) loan servicing income, and (iii) interest income. A majority of the revenues from mortgage loan originations are recognized when the loan is originated which is the primary revenue recognition event as the loans are recorded at fair value upon origination. Loan production income. Loan production income includes all components related to the origination and sale of mortgage loans, including (1) primary gain, which represents the premium the Company receives in excess of the loan principal amount adjusted for previous fair value adjustments, and certain fees charged by investors upon sale of loans into the secondary market; when the mortgage loan is sold into the secondary market, any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings; (2) loan origination fees the Company charges to originate a loan, which generally represent flat, per-loan fee amounts, which are recognized as revenue at the time loans are originated; (3) provision for representation and warranty obligations, which represent the reserves established for the Company's estimated liabilities associated with the potential repurchase or indemnity of purchasers of loans previously sold due to representation and warranty claims by investors; included within these reserves are amounts for estimated liabilities for requirements to repay a portion of any premium received from investors on the sale of certain loans if such loans are repaid in their entirety within a specified time period after the sale of the loans; (4) the change in fair value of interest rate lock commitments, forward loan sale commitments, and recorded loans on the balance sheet, due to changes in estimated fair value, driven primarily by interest rates but also influenced by other assumptions; and (5) capitalization of MSRs, representing the estimated fair value of newly originated MSRs when loans are sold and the associated servicing rights are retained. Compensation earned by the Company's Independent Mortgage Brokers is included in the cost of the loans the Company originates, and therefore netted within loan production income. Loan servicing income. Loan servicing income represents revenue earned for servicing loans for various investors. The loan servicing income is based on a contractual percentage of the outstanding principal balance and servicing revenue is recognized as the related mortgage payments are received by the Company’s sub-servicer. Loan servicing expenses are charged to expense as incurred. Interest income. Interest income on mortgage loans at fair value is accrued based upon the principal amount outstanding and contractual interest rates. Income recognition is discontinued when loans become 90 days delinquent or when, in management’s opinion, the collectability of principal and interest becomes doubtful and the specific loan is put on non-accrual status. Mortgage Servicing Rights and Revenue Recognition When a loan is sold the Company typically retains the MSRs. Specifically, the Company retains the right and obligation to service the loan and receives a fee for collecting payments and transmitting collected payments to the purchasers of the loan. At the date the loan is sold with servicing retained, the fair value of the MSR is capitalized and recognized within loan production income. MSRs are initially recorded at estimated fair value. To determine the fair value of the servicing right created, the Company uses third party estimates of fair value at the time of initial recognition. On January 1, 2021, the Company adopted the fair value method to measure its servicing assets and liabilities for all current classes of servicing assets and liabilities subsequent to initial recognition. Management believes that the fair value method more directly reports the current expected benefits and obligations of the Company's servicing rights. The adoption of the fair value method for a particular class of servicing assets is irrevocable. Prior to January 1, 2021, the Company measured its servicing assets and liabilities after initial recognition using the amortized cost method. This change in accounting resulted in a $3.4 million increase to retained earnings and the MSR asset as of January 1, 2021. Subsequent to the adoption of the fair value method of accounting for MSRs, changes in fair value of MSRs are reported as a component of "Total revenue, net" within the consolidated statements of operations. Prior to the adoption of the fair value method, MSRs were amortized in proportion to the estimated future net servicing revenue, and periodically evaluated for impairment. For this purpose, the Company stratified its MSRs based on the interest rate of the underlying loans. The Company recorded a valuation allowance when the fair value of the mortgage servicing asset strata was less than its amortized book value. Valuation allowances were recorded as a temporary impairment to the affected strata effectively reducing recorded MSRs and incurring a charge to operations. When a mortgage prepays, the Company permanently reduces the associated MSR in the period of prepayment with a charge to operations. Under both the fair value and amortization accounting methods, the fair value of MSRs is estimated with the assistance of a third party broker based upon a valuation model that calculates the estimated present value of future cash flows. The valuation model incorporates market estimates of prepayment speeds, discount rates, cost to service, float value, ancillary income, inflation, and delinquency and default rates. Sales of MSRs are recognized when the risk and rewards of ownership have been transferred to a buyer, and a substantive non-refundable down payment is received. Also, any risks retained by the Company must be reasonably quantifiable to be eligible for sale accounting. See Note 5 – Mortgage Servicing Rights, net for further information. Representations and Warranties Reserve Loans sold to investors which the Company believes met investor and agency underwriting guidelines at the time of sale may be subject to repurchase in the event of specific default by the borrower or subsequent discovery that underwriting or documentation standards were not explicitly satisfied. The Company may, upon mutual agreement, indemnify the investor against future losses on such loans or be subject to other guaranty requirements and subject to loss. The Company initially records its exposure under such guarantees at estimated fair value upon the sale of the related loan, within accounts payable and accrued expenses, as well as within loan production income, and continues to evaluate its on-going exposures in subsequent periods. The reserve is estimated based on the Company’s assessment of its contingent and non-contingent obligations, including expected losses, expected frequency, the overall potential remaining exposure, as well as an estimate for a market participant’s potential readiness to stand by to perform on such obligations. See Note 11 - Commitments and Contingencies for further information. Derivatives Derivatives are recognized as assets or liabilities on the consolidated balance sheets and measured at fair value with changes in fair value recorded within the consolidated statements of operations in the period in which they occur. The Company enters into derivative instruments to reduce its risk exposure to fluctuations in interest rates. The Company accounts for derivative instruments as free-standing derivative instruments and does not designate any for hedge accounting. IRLCs on mortgage loans to be originated or purchased which are intended to be sold are considered to be derivatives with changes in fair value recorded in the consolidated statements of operations as part of loan production income. Fair value is estimated primarily based on relative changes in interest rates for the underlying mortgages to be originated or purchased. Fair value estimates also take into account the probability that loan commitments may not be exercised by customers. The Company uses forward mortgage backed security contracts, which are known as FLSCs, to economically hedge the IRLCs. See Note 3 – Derivatives for further information. Loans Eligible for Repurchase from Ginnie Mae When the Company has the unilateral right to repurchase Ginnie Mae pool loans it has previously sold (generally loans that are more than 90 days past due) and the call option results in a more than trivial benefit to the Company, the previously sold assets are required to be re-recognized on the consolidated balance sheets. The re cognition of previously sold loans does not impact the accounting for the previously recognized MSR s. At December 31, 2021 and December 31, 2020, the Company had recorded Ginnie Mae pool loans as part of "Mortgage loans at fair value" totaling $563.4 million and $451.1 million, respectively, with related purchase liabilities equal to the gross amount of the loan recorded in "Accounts payable and accrued expenses" on the consolidated balance sheets. At December 31, 2021 and December 31, 2020, the fair values of the Ginnie Mae pool loans were $555.1 million and $448.5 million, reflecting fair value adjustments of $8.3 million and $2.6 million, respectively. Leases The Company enters into contracts to lease real estate (land and buildings), furniture and fixtures, and information technology equipment. Leases that meet one of the finance lease criteria are classified as finance leases, while all others are classified as operating leases. The Company determines if an arrangement is a lease at inception and has made an accounting policy election to capitalize leases with initial terms in excess of 12 months. At lease commencement, a lease liability and right-of-use asset are calculated and recognized for operating and finance leases. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease and lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term. The lease term used in the calculation includes any options to extend that the Company is reasonably certain to exercise. The lease liability is equal to the present value of future lease payments. The right-of-use asset is equal to the lease liability, plus any initial direct costs and prepaid lease payments, less any lease incentives received. Operating and finance lease right-of-use assets and liabilities are recorded separately on the consolidated balance sheets. In determining the present value of future lease payments, the Company uses estimated incremental borrowing rates based on information available at the lease commencement date when an implicit rate is not readily determinable for a given lease. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company uses an incremental borrowing rate estimated by referencing the Company’s collateralized borrowings. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants. The Company’s lease agreements include both lease and non-lease components which are generally accounted for as a single component to the extent that the costs are fixed. If the non-lease components are not fixed, the costs are treated as variable lease costs. Subsequent to lease commencement, lease liabilities recorded for finance leases are measured using the effective interest method and the related right-of-use assets are amortized on a straight-line basis over the lease term. For finance leases, interest expense and amortization expense are recorded separately in the consolidated statements of operations as part of "Interest expense" and "Depreciation and amortization," respectively. For operating leases, total lease cost is comprised of lease expense and variable lease cost. Lease expense includes lease payments, which are recognized on a straight-line basis over the lease term. Variable lease cost includes common area maintenance charges, real estate taxes, insurance and other expenses, where applicable, which are expensed as incurred. Total lease cost for operating leases is recorded as part of "General and administrative" expense in the consolidated statements of operations. See Note 7 - Leases for further information. Stock-Based Compensation Effective upon the closing of the business combination transaction, the Company adopted the UWM Holdings Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”) which was approved by stockholders on January 20, 2021. The 2020 Plan allows for the grant of stock options, restricted stock, restricted stock units (“RSUs”), and stock appreciation rights. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period based on the fair value of the award on the date of grant and is included in "Salaries, commissions and benefits" in the consolidated statements of operations. The Company made a policy election to recognize the effects of forfeitures as they occur . See Note 19 - Stock-based Compensation for further information. Income Taxes The Company follows the asset and liability method of accounting for income taxes under applicable U.S. GAAP. Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. We are subject to income taxes in the U.S. and various state and local jurisdictions. The tax laws are often complex and may be subject to different interpretations. To determine the financial statement impact of accounting for income taxes, the Company must make assumptions and judgements about how to interpret and apply complex tax laws to numerous transactions and business events, as well as make judgements regarding the timing of when certain items may affect taxable income. Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable. Our interpretations of tax laws are subject to review and examination by various taxing authorities and jurisdictions where the Company operates, and disputes may occur regarding its view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals or adjudication in the court systems of the tax jurisdictions in which the Company operates. We regularly review whether we may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. In addition, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations, and business strategies. We recognize the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. We record interest and penalties related to uncertain tax positions as a component of the income tax provision. See Note 18 – Income Taxes for further information. Tax Receivable Agreement In connection with the Business Combination Agreement, the Company entered into a Tax Receivable Agreement with SFS Corp. that will obligate the Company to make payments to SFS Corp. of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes as a result of (i) certain increases in tax basis resulting from exchanges of Holdings LLC Common Units; (ii) imputed interest deemed to be paid by the Company as a result of payments it makes under the tax receivable agreement; (iii) certain increases in tax basis resulting from payments the Company makes under the tax receivable agreement; and (iv) disproportionate allocations (if any) of tax benefits to the Company which arise from, among other things, the sale of certain assets as a result of section 704(c) of the Internal Revenue Code of 1986. The Company will retain the benefit of the remaining 15% of these tax savings. The Company recognized a liability of approximately $1.9 million for es timated amounts due under the Tax Receivable Agreement in connection with the business combination transaction. Subsequently, the liability is accounted for as a loss contingency, with changes in the liability measured and recorded when estimated amounts due under the Tax Receivable Agreement are probable and can be reasonably estimated and reported as part of other (income) expense in the consolidated statements of operations. During the year ended December 31, 2021, the Company recorded an additional liability of $11.9 million, representing 85% of the estimated tax benefits to the Company resulting from sales of MSRs and the valuation of certain intangible assets for tax purposes in connection with the business combination transaction. As of December 31, 2021, the total liability recorded for the Tax Receivable Agreement was approximately $13.9 million. Related Party Transactions The Company enters into various transactions with related parties. See Note 17 – Related Party Transactions for further information. Public and Private Warrants As part of Gores Holdings IV, Inc.'s initial public offering ("IPO") in January 2020, Gores Holdings IV, Inc. issued to third party investors 42.5 million units, consisting of one share of Class A common stock of Gores Holdings IV, Inc. and one-fourth of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Gores Holdings IV, Inc. completed the private sale of 5.25 million warrants to Gores Holdings IV, Inc.'s sponsor at a purchase price of $2.00 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Upon closing of the business combination transaction, the Company had 10,624,987 Public Warrants and 5,250,000 Private Warrants outstanding. The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until after the completion of the business combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under applicable U.S. GAAP and concluded that they do not meet the criteria to be classified in stockholders’ equity due to certain terms of the warrants. Since the Public and Private Warrants meet the definition of derivatives, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the business combination transaction and as of December 31, 2021 (recorded within "Accounts payable and accrued expenses"), with the change in their respective fair values recognized in the consolidated statement of operations (recorded within "Other income/expense") for the period ended December 31, 2021. Servicing Advances Servicing advances represent advances on behalf of borrowers and investors to cover delinquent balances for property taxes, insurance premiums and other out-of-pocket costs. Advances are made in accordance with the servicing agreements and are recoverable upon liquidation. The Company periodically evaluates the advances for collectability and amounts are written-off when they are deemed uncollectible. Servicing advances are included in accounts receivable, net on the consolidated balance sheets. Advertising and Marketing Advertising and marketing is expensed as incurred and amounted to $21.8 million, $7.9 million and $5.6 million for the years ended ended Dec |
Mortgage Loans at Fair Value
Mortgage Loans at Fair Value | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Mortgage Loans at Fair Value | MORTGAGE LOANS AT FAIR VALUE The table below includes the estimated fair value and unpaid principal balance (“UPB”) of mortgage loans that have contractual principal amounts and for which the Company has elected the fair value option. The fair value option has been elected for mortgage loans, as this accounting treatment best reflects the economic consequences of the Company’s mortgage origination and related hedging and risk management activities. The difference between the UPB and estimated fair value is made up of the premiums paid on mortgage loans, as well as the fair value adjustment as of the balance sheet date. The change in fair value adjustment is recorded in the “Loan production income” line item of the consolidated statements of operations. (In thousands) December 31, December 31, Mortgage loans, unpaid principal balance $ 17,194,330 $ 7,620,014 Premiums paid on mortgage loans 238,963 101,949 Fair value adjustment 40,031 194,552 Mortgage loans at fair value $ 17,473,324 $ 7,916,515 |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | DERIVATIVES The Company enters into IRLCs to originate residential mortgage loans at specified interest rates and terms within a specified period of time with customers who have applied for a loan and may meet certain credit and underwriting criteria. To determine the fair value of the IRLCs, each contract is evaluated based upon its stage in the application, approval and origination process for its likelihood of consummating the transaction (or “pullthrough”). Pullthrough is estimated based on changes in market conditions, loan stage, and actual borrower behavior using a historical analysis of IRLC closing rates. Generally, the further into the process the more likely that the IRLC will convert to a loan. The blended average pullthrough rate was 86% and 92%, as of December 31, 2021 and December 31, 2020, respectively. The Company primarily uses FLSCs to economically hedge the IRLCs. The notional amounts and fair values of derivative financial instruments not designated as hedging instruments were as follows (in thousands): December 31, 2021 December 31, 2020 Fair value Fair value Derivative Derivative Notional Derivative Derivative Notional IRLCs $ 24,899 $ 11,138 $ 13,450,967 (a) $ 60,248 $ 670 $ 10,594,329 (a) FLSCs 42,457 25,603 28,887,178 824 65,567 16,602,739 Total $ 67,356 $ 36,741 $ 61,072 $ 66,237 (a) Adjusted for pullthrough rates of 86% and 92%, respectively. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Accounts Receivable, Net | ACCOUNTS RECEIVABLE, NET The following summarizes accounts receivable, net (in thousands): December 31, December 31, Servicing fees $ 136,981 $ 55,838 Servicing advances 135,117 60,053 Origination receivables 56,569 33,663 Investor receivables 44,192 89,881 Pair-offs receivable 21,987 438 Receivables from sale of servicing 13,503 10,597 Warehouse bank receivable 8,510 3,642 Other receivables 127 28 Provision for current expected credit losses (1,295) (540) Total Accounts Receivable, Net $ 415,691 $ 253,600 |
Mortgage Servicing Rights
Mortgage Servicing Rights | 12 Months Ended |
Dec. 31, 2021 | |
Transfers and Servicing [Abstract] | |
Mortgage Servicing Rights | MORTGAGE SERVICING RIGHTS Mortgage servicing rights are recognize d on the consolidated balance sheets when loans are sold and the associated servicing rights are retained. The Company has elected the fair value option as of January 1, 2021 for all current classes of its MSRs. The Company determined its classes of MSRs based on how the Company manages risk. Subsequent to electing the fair value option, the Company's MSRs are recorded at fair value, which is determined u sing a valuation model that calculates the present value of estimated future net servicing fee income. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing fee income, and ancillary income and late fees, among others. These estimates are supported by market and economic data collected from various outside sources. The unpaid principal balance of mortgage loans serviced approximated $319.8 billion and $188.3 billion at December 31, 2021 and 2020, respectively. Conforming conventional loans serviced by the Company have previously been sold to Fannie Mae and Freddie Mac on a non-recourse basis, whereby credit losses are generally the responsibility of Fannie Mae and Freddie Mac, and not the Company. Loans serviced for Ginnie Mae are insured by the FHA, guaranteed by the VA, or insured by other applicable government programs. While the above guarantees and insurance are the responsibility of those parties, the Company is still subject to potential losses related to its servicing of these loans. Those estimated losses are incorporated into the valuation of MSRs. The following table summarizes changes in the MSR assets for year ended December 31, 2021 (in thousands): For the year ended December 31, 2021 Balance, at December 31, 2020 under amortization method $ 1,756,864 Cumulative effect of adopting fair value method 3,440 Fair value, beginning of period $ 1,760,304 Capitalization of mortgage servicing rights 2,397,483 MSR sales (269,925) Changes in fair value: Due to changes in valuation inputs or assumptions 286,348 Due to collection/realization of cash flows/other (859,258) Fair value, end of period $ 3,314,952 The following is a summary of the components of change in fair value of servicing rights as reported in the consolidated statements of operations: For the year ended December 31, 2021 Changes in fair value: Due to changes in valuation model or assumptions $ 286,348 Due to collection/ realization of cash flows/other (859,258) Reserves and transaction costs on sales of servicing rights (14,903) Changes in fair value of servicing rights, net $ (587,813) During the third quarter of 2021, the Company sold MSRs on loans with an aggregate UPB of approximately $22.7 billion for proceeds of approximately $269.9 million. In connection with the sale of these MSRs, the Company recorded $14.9 million for its estimated obligation for protection provisions granted to the buyer and transaction costs, which is reflected as part of the change in fair value of MSRs in the consolidated statements of operations. Prior to the election of the fair value option on January 1, 2021, the Company accounted for MSRs based on the lower cost or market using the amortization method. The following table summarizes changes to the MSR assets for the years ended December 31, 2020 and 2019, respectively, under the amortization method (in thousands): For the years ended December 31, 2020 2019 Balance, beginning of period $ 731,353 $ 368,117 Capitalization of mortgage servicing rights 1,896,638 1,126,965 Amortization (252,421) (80,280) Loans paid in full (301,113) (36,937) Sales (298,009) (625,953) Recovery/(Impairment) (19,584) (20,559) Balance, end of period $ 1,756,864 $ 731,353 The following table summarizes the loan servicing income recognized during the years ended December 31, 2021, 2020 and 2019, respectively (in thousands): For the year ended December 31, 2021 2020 2019 Contractual servicing fees $ 632,276 $ 284,257 $ 100,641 Late, ancillary and other fees 6,462 4,047 1,647 Loan servicing income $ 638,738 $ 288,304 $ 102,288 The key unobservable inputs used in determining the fair value of the Company’s MSRs were as follows at December 31, 2021 and December 31, 2020, respectively: December 31, December 31, Range Weighted Average Range Weighted Average Discount rates 9.0 % — 14.5 % 9.6 % 9.0 % — 14.5 % 9.3 % Annual prepayment speeds 8.3 % — 45.4 % 10.5 % 8.8 % — 42.2 % 12.4 % Cost of servicing $74 — $162 $81 $75 — $126 $81 The hypothetical effect of an adverse change in these key assumptions would result in a decrease in fair values as follows at December 31, 2021 and December 31, 2020, respectively, (in thousands): December 31, December 31, Discount rate: + 10% adverse change – effect on value $ (107,992) $ (56,889) + 20% adverse change – effect on value (208,567) (110,040) Prepayment speeds: + 10% adverse change – effect on value $ (138,807) $ (87,752) + 20% adverse change – effect on value (267,964) (169,230) Cost of servicing: + 10% adverse change – effect on value $ (37,370) $ (21,643) + 20% adverse change – effect on value (74,741) (43,285) These sensitivities are hypothetical and should be used with caution. As the table demonstrates, the Company’s methodology for estimating the fair value of MSRs is highly sensitive to changes in assumptions. For example, actual prepayment experience may differ and any difference may have a material effect on MSR fair value. Changes in fair value resulting from changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of a variation in a particular assumption of the fair value of the MSRs is calculated without changing any other assumption; in reality, changes in one factor may be associated with changes in another (for example, decreases in market interest rates may indicate higher prepayments; however, this may be partially offset by lower prepayments due to other factors such as a borrower’s diminished opportunity to refinance), which may magnify or counteract the sensitivities. Thus, any measurement of MSR fair value is limited by the conditions existing and |
Premises and Equipment, Net
Premises and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Premises and Equipment, Net | PREMISES AND EQUIPMENT, NET Premises and equipment is recorded at cost and depreciated or amortized using the straight line method over the estimated useful lives of the assets, which primarily ranges from 3 to 7 years for office furniture, equipment and computer software. Leasehold improvements are amortized over the shorter of the related lease term or the estimated useful life of the assets. The following is a summary of premises and equipment, net (in thousands): December 31, December 31, Leasehold improvements $ 140,287 $ 104,074 Furniture and equipment 33,074 24,325 Software, including internally-developed 20,176 3,644 Construction in process 4,503 1,249 Accumulated depreciation and amortization (46,353) (25,720) Premises and equipment, net $ 151,687 $ 107,572 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | LEASES Lease Right-of-Use Assets and Liabilities The Company has operating and finance lease arrangements related to its facilities, furniture and fixtures, and information technology equipment. A substantial portion of the Company’s operating lease arrangements are with related party entities. See Note 17 - Related Party Transactions for further information. The Company’s operating lease agreements have remaining terms ranging from one The Company’s financing lease agreements have remaining terms ranging from one $2.2 million and $14.4 million, respectively, of which $0.9 million of interest expense and $2.0 million of amortization expense was attributed to related party finance leases. For the year ended December 31, 2020, total interest expense and amortization expense under finance leases amounted to $0.8 million and $5.2 million, respectively, all of which was attributed to third party leases. We did not have any finance leases for the year ended December 31, 2019. Supplemental cash flow information related to leases is as follows (in thousands): December 31, December 31, Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows $ 15,926 $ 11,782 Cash paid for amounts included in the measurement of finance lease liabilities - financing and operating cash flows 15,876 5,818 Operating lease right-of-use assets obtained in exchange for operating leases liabilities 20,134 27,630 Financing lease right-of-use assets obtained in exchange for finance lease liabilities 48,539 20,120 Additional supplemental information related to leases is as follows: December 31, December 31, Weighted average remaining lease term – operating leases 14.7 years 15.9 years Weighted average remaining lease term – finance leases 7.9 years 2.4 years Weighted average discount rate – operating leases 7.4 % 7.8 % Weighted average discount rate – finance leases 3.8 % 6.2 % The maturities of the Company's operating lease liabilities are summarized below (in thousands): December 31, 2021 Amounts 2022 $ 12,444 2023 12,206 2024 12,206 2025 12,322 2026 12,328 Thereafter 120,834 Total lease payments 182,340 Less imputed interest (70,109) Total $ 112,231 The maturities of the Company's financing lease liabilities are summarized below (in thousands): December 31, 2021 Amounts 2022 $ 18,767 2023 13,189 2024 5,625 2025 2,527 2026 2,634 Thereafter 24,321 Total lease payments 67,063 Less imputed interest (9,096) Total $ 57,967 |
Leases | LEASES Lease Right-of-Use Assets and Liabilities The Company has operating and finance lease arrangements related to its facilities, furniture and fixtures, and information technology equipment. A substantial portion of the Company’s operating lease arrangements are with related party entities. See Note 17 - Related Party Transactions for further information. The Company’s operating lease agreements have remaining terms ranging from one The Company’s financing lease agreements have remaining terms ranging from one $2.2 million and $14.4 million, respectively, of which $0.9 million of interest expense and $2.0 million of amortization expense was attributed to related party finance leases. For the year ended December 31, 2020, total interest expense and amortization expense under finance leases amounted to $0.8 million and $5.2 million, respectively, all of which was attributed to third party leases. We did not have any finance leases for the year ended December 31, 2019. Supplemental cash flow information related to leases is as follows (in thousands): December 31, December 31, Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows $ 15,926 $ 11,782 Cash paid for amounts included in the measurement of finance lease liabilities - financing and operating cash flows 15,876 5,818 Operating lease right-of-use assets obtained in exchange for operating leases liabilities 20,134 27,630 Financing lease right-of-use assets obtained in exchange for finance lease liabilities 48,539 20,120 Additional supplemental information related to leases is as follows: December 31, December 31, Weighted average remaining lease term – operating leases 14.7 years 15.9 years Weighted average remaining lease term – finance leases 7.9 years 2.4 years Weighted average discount rate – operating leases 7.4 % 7.8 % Weighted average discount rate – finance leases 3.8 % 6.2 % The maturities of the Company's operating lease liabilities are summarized below (in thousands): December 31, 2021 Amounts 2022 $ 12,444 2023 12,206 2024 12,206 2025 12,322 2026 12,328 Thereafter 120,834 Total lease payments 182,340 Less imputed interest (70,109) Total $ 112,231 The maturities of the Company's financing lease liabilities are summarized below (in thousands): December 31, 2021 Amounts 2022 $ 18,767 2023 13,189 2024 5,625 2025 2,527 2026 2,634 Thereafter 24,321 Total lease payments 67,063 Less imputed interest (9,096) Total $ 57,967 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | OTHER ASSETS The following summarizes other assets (in thousands): December 31, December 31, Prepaid insurance $ 28,249 $ 35,230 Prepaid IT service and maintenance 26,236 19,827 Other 5,660 2,932 Total other assets $ 60,145 $ 57,989 |
Warehouse Lines of Credit
Warehouse Lines of Credit | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Warehouse Lines of Credit | WAREHOUSE LINES OF CREDIT The Company had the following warehouse lines of credit with financial institutions as of December 31, 2021 and December 31, 2020, respectively, (in thousands): Warehouse Lines of Credit 1 Date of Initial Agreement With Warehouse Lender Current Agreement Expiration Date December 31, December 31, Master Repurchase Agreement ("MRA") Funding: $150 Million 2/29/2012 5/24/2022 $ 144,534 $ 140,237 $200 Million 3/30/2018 9/5/2022 197,976 198,705 $400 Million 8/21/2012 10/20/2022 372,895 248,947 $300 Million 8/19/2016 11/9/2022 280,637 249,006 $250 Million 2/26/2016 12/22/2022 192,614 86,928 $1 Billion 7/10/2012 1/9/2023 963,495 769,510 $3.5 Billion 12/31/2014 2/22/2023 3,349,395 1,344,851 $1.3 Billion 2 3/7/2019 2/22/2023 1,230,017 666,891 $1 Billion 4/23/2021 4/23/2023 755,539 — $2 Billion 10/30/2020 5/26/2023 1,163,447 1,179 $4.5 Billion 3 5/9/2019 7/28/2023 4,482,245 1,685,138 $700 Million 7/24/2020 8/30/2023 673,471 365,577 $1.5 Billion 9/8/2020 9/18/2023 913,247 209,138 $400 Million 4 4/1/2013 6/23/2021 — 287,073 $2 Billion 4 8/17/2010 7/1/2021 — 499,841 $150 Million 4 3/9/2009 9/19/2021 — 112,429 Early Funding: $600 Million (ASAP + - see below) No expiration 516,889 75,947 $750 Million (EF - see below) No expiration 718,537 — $ 15,954,938 $ 6,941,397 All interest rates are variable based on a spread to the one-month LIBOR rate. 1 An aggregate of $251.0 million of these line amounts is committed as of December 31, 2021. 2 $750 million of available credit under this warehouse line of credit agreement was temporary and expired in early 2022. 3 $500 million of available credit under this warehouse line of credit agreement was temporary and expired in early 2022. 4 This warehouse line of credit agreement expired pursuant to its terms prior to December 31, 2021. We are an approved lender for loan early funding facilities with Fannie Mae through its As Soon As Pooled Plus (“ASAP+”) program and Freddie Mac through its Early Funding (“EF”) program. As an approved lender for these early funding programs, we enter into an agreement to deliver closed and funded one-to-four family residential mortgage loans, each secured by related mortgages and deeds of trust, and receive funding in exchange for such mortgage loans in some cases before the lender has grouped them into pools to be securitized by Fannie Mae or Freddie Mac. All such mortgage loans must adhere to a set of eligibility criteria to be acceptable. As of December 31, 2021, the amount outstanding through the ASAP+ program was approximately $516.9 million and $718.5 million was outstanding under the EF program. In addition to the arrangements with Fannie Mae and Freddie Mac, we are also party to one early funding (or “gestation”) line with a financial institution. Through this arrangement, we enter into agreements to deliver certified pools consisting of mortgage loans securitized by Ginnie Mae, Fannie Mae, and/or Freddie Mac, as applicable, for the gestation line. As with the ASAP+ and EF programs, all mortgage loans under this gestation line must adhere to a set of eligibility criteria. The gestation line has a transaction limit of $150.0 million, and it is an evergreen agreement with no stated termination or expiration date, but can be terminated by either party upon written notice. As of December 31, 2021, no amount was outstanding under this line. |
Senior Notes
Senior Notes | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Senior Notes | SENIOR NOTES The following is a summary of the senior unsecured notes issued by the Company (in thousands): Facility Type Maturity Date Interest Rate Outstanding Balance at December 31, 2021 Outstanding Balance at December 31, 2020 2025 Senior unsecured notes (1) 11/15/2025 5.50 % $ 800,000 $ 800,000 2029 Senior unsecured notes (2) 04/15/2029 5.50 % 700,000 — 2027 Senior unsecured notes (3) 06/15/2027 5.75 % 500,000 — Total Unsecured Senior Notes $ 2,000,000 $ 800,000 Weighted average interest rate 5.56 % 5.50 % (1) Unamortized debt issuance costs and discounts are presented net against the 2025 Senior Notes reducing the amount reported on the consolidated balance sheets by $8.5 million and $10.7 million as of December 31, 2021 and December 31, 2020, respectively. (2) Unamortized debt issuance costs and discounts are presented net against the 2029 Senior Notes reducing the amount reported on the consolidated balance sheets by $6.4 million as of December 31, 2021. (3) Unamortized debt issuance costs and discounts are presented net against the 2027 Senior Notes reducing the amount reported on the consolidated balance sheets by $5.0 million as of December 31, 2021. On November 3, 2020, the Company's consolidated subsidiary, UWM, issued $800.0 million in aggregate principal amount of senior unsecured notes due November 15, 2025 (the “2025 Senior Notes”). The 2025 Senior Notes accrue interest at a rate of 5.500% per annum. Interest on the 2025 Senior Notes is due semi-annually on May 15 and November 15 of each year, beginning on May 15, 2021. On or after November 15, 2022, the Company may, at its option, redeem the 2025 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: November 15, 2022 at 102.750%; November 15, 2023 at 101.375%; or November 15, 2024 until maturity at 100%, of the principal amount of the 2025 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. Prior to November 15, 2022, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the 2025 Senior Notes originally issued at a redemption price of 105.500% of the principal amount of the 2025 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. In addition, the Company may, at its option, redeem the 2025 Senior Notes prior to November 15, 2022 at a price equal to 100% of the principal amount redeemed plus a “make-whole” premium, plus accrued and unpaid interest. On April 7, 2021, the Company's consolidated subsidiary, UWM, issued $700.0 million in aggregate principal amount of senior unsecured notes due April 15, 2029 (the “2029 Senior Notes”). The 2029 Senior Notes accrue interest at a rate of 5.500% per annum. Interest on the 2029 Senior Notes is due semi-annually on April 15 and October 15 of each year, beginning on October 15, 2021. On or after April 15, 2024, the Company may, at its option, redeem the 2029 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: April 15, 2024 at 102.750%; April 15, 2025 at 101.375%; or April 15, 2026 until maturity at 100%, of the principal amount of the 2029 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. Prior to April 15, 2024, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the 2029 Senior Notes originally issued at a redemption price of 105.500% of the principal amount of the 2029 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. In addition, the Company may, at its option, redeem the 2029 Senior Notes prior to April 15, 2024 at a price equal to 100% of the principal amount redeemed plus a “make-whole” premium, plus accrued and unpaid interest. On November 22, 2021, the Company's consolidated subsidiary, UWM, issued $500.0 million in aggregate principal amount of senior unsecured notes due June 15, 2027 (the "2027 Senior Notes"). The 2027 Senior Notes accrue interest at a rate of 5.750% per annum. Interest on the 2027 Senior Notes is due semi-annually on June 15 and December 15 of each year, beginning on June 15, 2022. On or after June 15, 2024, the Company may, at its option, redeem the 2027 Senior Notes in whole or in part during the twelve-month period beginning on the following dates at the following redemption prices: June 15, 2024 at 102.875%; June 15, 2025 at 101.438%; or June 15, 2026 until maturity at 100.000%, of the principal amount of the 2027 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest. Prior to June 15, 2024, the Company may, at its option, redeem up to 40% of the aggregate principal amount of the 2027 Senior Notes originally issued at a redemption price of 105.75% of the principal amount of the 2027 Senior Notes redeemed on the redemption date plus accrued and unpaid interest with the net proceeds of certain equity offerings. In addition, the Company may, at its option, redeem the 2027 Senior Notes prior to June 15, 2024 at a price equal to 100% of the principal amount redeemed plus a "make-whole" premium, plus accrued and unpaid interest. The indentures governing the 2025, 2029 and 2027 Senior Notes contain customary terms and restrictions, subject to a number of exceptions and qualifications. The Company was in compliance with the terms of the indentures as of December 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Representations and Warranties Reserve The Company repurchased $133.4 million, $53.1 million and $31.1 million of loans during the years ended December 31, 2021, 2020 and 2019, respectively, related to its representations and warranties obligations. The activity of the representations and warranties reserve was as follows (in thousands): For the year ended December 31, 2021 2020 2019 Balance, beginning of period $ 69,542 $ 46,322 $ 32,999 Reserve charged to operations 45,301 36,510 19,153 Losses realized, net (28,081) (13,290) (5,830) Balance, end of period $ 86,762 $ 69,542 $ 46,322 Commitments to Originate Loans |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | VARIABLE INTEREST ENTITIES Upon completion of the business combination transaction described in Note 1, the Company became the managing member of Holdings LLC with 100% of the management and voting power in Holdings LLC. In its capacity as managing member, the Company has the sole authority to make decisions on behalf of Holdings LLC and bind Holdings LLC to signed agreements. Further, Holdings LLC maintains separate capital accounts for its investors as a mechanism for tracking earnings and subsequent distribution rights. Management concluded that the Company is Holdings LLC’s primary beneficiary. As the primary beneficiary, the Company consolidates the results and operations of Holdings LLC for financial reporting purposes under the variable interest entity (VIE) consolidation model. The Company's relationship with Holdings LLC results in no recourse to the general credit of the Company. Holdings LLC and its consolidated subsidiaries represents the Company's sole investment. The Company shares in the income and losses of Holdings LLC in direct proportion to the Company's ownership interest. Further, the Company has no contractual requirement to provide financial support to Holdings LLC. The Company's financial position, performance and cash flows effectively represent those of Holdings LLC and its consolidated subsidiaries as of and for the year ended December 31, 2021. seven |
Non-controlling Interests
Non-controlling Interests | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | NON-CONTROLLING INTERESTS The non-controlling interest balance represents the economic interest in Holdings LLC held by SFS Corp. The following table summarizes the ownership of units in Holdings LLC as of December 31, 2021: Common Units Ownership Percentage UWM Holdings Corporation ownership of Class A Common Units 91,612,305 5.75 % SFS Corp. ownership of Class B Common Units 1,502,069,787 94.25 % Balance at end of period 1,593,682,092 100.00 % The non-controlling interest holders have the right to exchange Class B Common Units, together with a corresponding number of shares of our Class D common stock or Class C common stock (together referred to as “Stapled Interests”), for, at the Company's option, (i) shares of the Company's Class B common stock or Class A common stock or (ii) cash from a substantially concurrent public offering or private sale (based on the price of the Company's Class A common stock). As such, future exchanges of Stapled Interests by non-controlling interest holders will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in-capital or retained earnings when Holdings LLC has positive or negative net assets, respectively. As of December 31, 2021, SFS Corp. has not exchanged any Stapled Interests. |
Regulatory Net Worth Requiremen
Regulatory Net Worth Requirements | 12 Months Ended |
Dec. 31, 2021 | |
Mortgage Banking [Abstract] | |
Regulatory Net Worth Requirements | REGULATORY NET WORTH REQUIREMENTS Certain secondary market agencies and state regulators require UWM to maintain minimum net worth and capital requirements to remain in good standing with the agencies. Noncompliance with an agency’s requirements can result in such agency taking various remedial actions up to and including terminating UWM’s ability to sell loans to and service loans on behalf of the respective agency. UWM is required to maintain a minimum net worth, minimum capital ratio and minimum liquidity requirements established by HUD, Ginnie Mae, Freddie Mac and Fannie Mae. As of December 31, 2021, the most restrictive of the these requirements require UWM to maintain a minimum net worth of $802.0 million, liquidity of $105.3 million and a minimum capital ratio o f 6%. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | EMPLOYEE BENEFIT PLAN The Company maintains a defined contribution 401(k) plan covering substantially all team members. Team members can make elective contributions t o the plan as allowed by the Internal Revenue Service and plan limitations. The Company makes discretionary matching contributions of 50% of team members’contributions to the plan, up to an annual maximum of approximately $2,500 per team member. Matching contributions to the plan totaled approximat ely $6.8 million, $4.8 million and $2.7 million for th |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Fair value is defined under U.S. GAAP as the price that would be received if an asset were sold or the price that would be paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. Required disclosures include classification of fair value measurements within a three-level hierarchy (Level 1, Level 2 and Level 3). Classification of a fair value measurement within the hierarchy is dependent on the classification and significance of the inputs used to determine the fair value measurement. Observable inputs are those that are observed, implied from, or corroborated with externally available market information. Unobservable inputs represent the Company’s estimates of market participants’ assumptions. Fair value measurements are classified in the following manner: Level 1 —Valuation is based on quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 —Valuation is based on either observable prices for identical assets or liabilities in inactive markets, observable prices for similar assets or liabilities, or other inputs that are derived directly from, or through correlation to, observable market data at the measurement date. Level 3 —Valuation is based on the Company’s or others’ models using significant unobservable assumptions at the measurement date that a market participant would use. In determining fair value measurements, the Company uses observable inputs whenever possible. The level of a fair value m easurement within the hierarchy is dependent on the lowest level of input that has a significant impact on the measurement as a whole. If quoted market prices are available at the measurement date or are available for similar instruments, such prices are used in the measurements. If observable market data is not available at the measurement date, judgment is required to measure fair value. The following is a description of measurement techniques for items recorded at fair value on a recurring basis. There were no material items recorded at fair value on a nonrecurring basis as of December 31, 2021 or December 31, 2020. Mortgage loans at fair value : The Company has elected the fair value option for mortgage loans. Accordingly, the fair values of mortgage loans are based on valuation models that use the market price for similar loans sold in the secondary market. As these prices are derived from market observable inputs, they are categorized as Level 2. IRLCs : The Company's interest rate lock commitments are derivative instruments that are recorded at fair value based on valuation models that use the market price for similar loans sold in the secondary market. The interest rate lock commitments are then subject to an estimated loan funding probability, or “pullthrough rate.” Given the significant and unobservable nature of the pullthrough rate assumption, IRLC fair value measurements are classified as Level 3. MSRs : The fair value of MSRs is determined using a valuation model that calculates the present value of estimated future net servicing cash flows. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing fee income, and ancillary income and late fees, among others. These estimates are supported by market and economic data collected from various outside sources. These fair value measurements are classified as Level 3. FLSCs : The Company enters into forward loan sales commitments to sell certain mortgage loans which are recorded at fair value based on valuation models. The Company’s expectation of the amount of its interest rate lock commitments that will ultimately close is a factor in determining the position. The valuation models utilize the fair value of related mortgage loans determined using observable market data and therefore the fair value measurements of these commitments are categorized as Level 2. Investment securities at fair value, pledged : The Company occasionally sells mortgage loans that it originates through private label securitization transactions. In executing these securitizations, the Company sells mortgage loans to a securitization trust for cash and, in some cases, retained interests in the trust. The Company has elected the fair value option for subsequently measuring the retained beneficial interests in the securitization trusts. The fair value of these investment securities is primarily based on observable market data and therefore categorized as Level 2. Public and Private Warrants : The fair value of Public Warrants is based on the price of trades of these securities in active markets and therefore categorized as Level 1. The fair value of the Private Warrants is based on observable market data and therefore categorized as Level 2. Financial Instruments - Assets and Liabilities Measured at Fair Value on a Recurring Basis The following are the major categories of financial assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2021 Description Level 1 Level 2 Level 3 Total Assets: Mortgage loans at fair value $ — $ 17,473,324 $ — $ 17,473,324 IRLCs — — 24,899 24,899 FLSCs — 42,457 — 42,457 Investment securities at fair value, pledged — 152,263 — 152,263 Mortgage servicing rights — — 3,314,952 3,314,952 Total assets $ — $ 17,668,044 $ 3,339,851 $ 21,007,895 Liabilities: IRLCs $ — $ — $ 11,138 $ 11,138 FLSCs — 25,603 — 25,603 Public and Private Warrants 6,286 3,170 — 9,456 Total liabilities $ 6,286 $ 28,773 $ 11,138 $ 46,197 December 31, 2020 Description Level 1 Level 2 Level 3 Total Assets: Mortgage loans at fair value $ — $ 7,916,515 $ — $ 7,916,515 IRLCs — — 60,248 60,248 FLSCs — 824 — 824 Total assets $ — $ 7,917,339 $ 60,248 $ 7,977,587 Liabilities: IRLCs $ — $ — $ 670 $ 670 FLSCs — 65,567 — 65,567 Total liabilities $ — $ 65,567 $ 670 $ 66,237 The following table present quantitative information about the inputs used in recurring Level 3 fair value financial instruments and the fair value measurements for IRLCs: Unobservable Input - IRLCs December 31, 2021 December 31, 2020 Pullthrough rate (weighted avg) 86 % 92 % Refer to Note 5 - Mortgage Servicing Rights for further information on the unobservable inputs used in measuring the fair value of the Company’s MSRs and for the roll-forward of MSRs for the year ended December 31, 2021. Level 3 Issuances and Transfers The Company enters into IRLCs which are considered derivatives. If the contract converts to a loan, the implied value, which is solely based upon interest rate changes, is incorporated in the basis of the fair value of the loan. If the IRLC does not convert to a loan, the basis is reduced to zero as the contract has no continuing value. The Company does not track the basis of the individual IRLCs that convert to a loan, as that amount has no relevance to the presented consolidated financial statements. Other Financial Instruments The following table presents the carrying amounts and estimated fair value of the Company's financial liabilities that are not measured at fair value on a recurring or nonrecurring basis (in thousands). December 31, 2021 December 31, 2020 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 2025 Senior Notes, due 11/15/25 $ 791,513 $ 820,232 $ 789,323 $ 841,300 2029 Senior Notes, due 4/15/29 693,623 686,623 — — 2027 Senior Notes, due 6/15/27 494,976 500,860 — — $ 1,980,112 $ 2,007,715 $ 789,323 $ 841,300 The fair value of the 2025, 2029 and 2027 Senior Notes was estimated using Level 2 inputs, including observable trading information in inactive markets. Due to their nature and respective terms (including the variable interest rates on warehouse and operating lines of credit and borrowings against investment securities) , the carrying value of cash and cash equivalents, receivables, payables, equipment notes payable, borrowings against investment securities and warehouse and operating lines of credit approximate their fair value as of December 31, 2021 and December 31, 2020, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS The Company has engaged in the following significant related party transactions in the years ended December 31, 2021, 2020 and 2019: • The Company’s corporate campus is located in buildings and on land that are owned by entities controlled by the Company’s founder and its CEO and leased by the Company from these entities. The Company also makes leasehold improvements to these properties for the benefit of the Company, for which the Company is responsible pursuant to the terms of the lease agreements; • Legal services are provided to the Company by a law firm in which the Company’s founder is a partner; • The Company leases two aircraft owned by entities controlled by the Company’s CEO to facilitate travel of Company executives for business purposes; • Home appraisal contracting and review services are provided by home appraisal management companies partially owned by the Company’s CEO (prior to March 31, 2021) and his brother; an executive of the Company and a member of the board of directors of UWM Holdings Corporation was also on the board of directors of one of these home appraisal management companies. Each agreement with the home appraisal management companies is for an initial twelve-month term which automatically renews for successive twelve month periods unless sooner terminated by the Company upon prior notice. Additionally, each such agreement is on substantially similar terms and conditions, including with regard to pricing, as the Company's other agreements for such services. The CEO's interest was disposed of as of March 31, 2021. • Employee lease agreements, pursuant to which the Company’s team members provide certain administrative services to entities controlled by the Company’s founder and its CEO in exchange for fees paid by these entities to the Company. For the year ended December 31, 2021, the Company made payments of approximately $21.1 million to various companies related through common ownership, comprised of approximately $19.4 million in rent and other occupancy related fees, $0.6 million in legal fees, $0.2 million in direct origination costs and $0.9 million in other general and administrative expenses for the year ended December 31, 2021. For the year ended December 31, 2020, the Company made payments of approximately $15.0 million to various companies related through common ownership, comprised of approximately $13.4 million in rent and other occupancy related fees, $0.6 million in legal fees, $0.4 million in direct origination costs and $0.6 million in other general and administrative expenses for the year ended December 31, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided is as follows: For the year ended December 31, 2021 2020 2019 Income tax expense at the federal statutory rate $ 331,431 $ 710,842 $ 87,162 Income attributable to non-controlling interest (308,995) — — Income attributable to pass-through members — (710,842) (87,162) Other (12,595) 2,450 — Total income tax expense $ 9,841 $ 2,450 $ — Income taxes for the Company at the consolidated level are primarily federal, state, and local taxes. The following table details the Company's provision for income taxes for the years ended December 31, 2021 and 2020. For the year ended December 31, 2021 2020 2019 Current income tax expense: Federal $ 73 $ — $ — State 1,424 2,450 — Total current income tax expense 1,497 2,450 — Deferred income tax expense: Federal 7,494 — — State 850 — — Total deferred income tax expense 8,344 — — Total provision for income taxes $ 9,841 $ 2,450 $ — The Company’s income tax expense varies from the expense that would be expected based on statutory rates due primarily to its past and current organizational structure. Prior to the business combination transaction, UWM, as a limited liability company ("LLC"), was not directly subject to taxes on its net taxable income. Rather, UWM's net taxable income was passed through to its members and included in its members' tax returns. A provision for state income taxes was required for certain state and local tax jurisdictions where UWM is a taxable entity. Following the closing of the Business Combination Agreement, UWM is treated as single member LLC owned by Holdings LLC. As a single member LLC, all taxable income or loss generated by UWM will pass through and be included in the income or loss of Holdings LLC. Holdings LLC is treated as a partnership for federal and most state and local income tax jurisdictions. As a partnership, Holdings LLC is not subject to U.S. federal or most state and local incomes taxes. Any taxable income or loss generated by Holdings LLC after the Company’s acquisition of its portion of Holdings LLC is passed through and included i n the taxable income or loss of its members, including the Company. The Company is a C Corporation and is subject to U.S. federal, state and local income taxes with respect to its attributable share of any taxable income of Holdings LLC. Pursuant to the Holdings LLC Second Amended & Restated Limited Liability Company Agreement, Holdings LLC will generally be required to make pro-rata distributions in cash to the Company and to SFS Corp. in amounts sufficient to cover the expected taxes resulting from their allocable share of the taxable income of Holdings LLC. Deferred Tax Assets and Liabilities Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. The company's deferred tax assets (liabilities) arise from the following components of temporary differences and carryforwards: December 31, 2021 2020 Deferred tax assets: Net operating losses $ 10,831 $ — Other 104 — Total deferred tax assets 10,935 — Valuation allowance — — Net deferred tax assets 10,935 — Deferred tax liabilities: Investment in partnership (40,817) — Other (2,502) — Total deferred tax liabilities (43,319) — Net deferred tax assets (liability) $ (32,384) $ — As of December 31, 2021, the Company has a deferred tax asset of $10.9 million and a deferred tax liability of $43.3 million, the net of which is included in accounts payable and accrued expenses. This deferred tax liability relates primarily to the difference in tax and book basis of the Company's investment in Holdings LLC. The Company recognizes deferred tax assets to the extent it believes these assets are more-likely-than-not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. Of the total deferred tax assets, $10.8 million relates to the net operating loss carryforwards at December 31, 2021, $1.2 million will expire between 2031 and 2041 and $9.6 million has no expiration. The Company recognizes uncertain income tax positions when it is not more-likely-than-not a tax position will be sustained upon examination. As of December 31, 2021, the Company has no unrecognized tax benefits. The Company accrues interest and penalties related to uncertain tax positions as a component of the income tax provision. No interest or penalties were recognized in income tax expense for the year ended December 31, 2021. The Company may be subject to potential examination by U.S. federal or state jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal or state tax laws. The Company is subject to taxation in the U.S. and various state and local tax jurisdictions. As of December 31, 2021, tax years for 2020 and 2019 are subject to examination by the tax authorities. Tax Receivable Agreement Holdings LLC intends to make an election under Section 754 of the Internal Revenue Code (the "Code") for the first taxable year in which a redemption or exchange of LLC Interest occurs. Pursuant to Holdings LLC’s election under Section 754 of the Code, the Company expects to obtain an increase in its share of the tax basis in the net assets of Holdings LLC when LLC Interests are redeemed or exchanged by SFS Corp. The Company intends to treat any exchanges of LLC Interests by SFS Corp. as direct purchases of LLC Interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. In connection with the business combination transaction, the Company entered into the Tax Receivable Agreement with SFS Corp. that will provide for the payment by the Company to SFS Corp. of 85% of the amount of tax benefits, if any, that the Company actually realizes (or in some circumstances is deemed to realize) as a result of (1) the Company’s allocable share of existing tax basis acquired in connection with the Transactions (including the Company’s share of existing tax basis) and increases to such allocable share of existing tax basis; (2) increases in tax basis resulting from (a) the Company’s purchase of LLC Interests directly from Holdings LLC, (b) future exchanges (or deemed exchanges in certain circumstances) of LLC Interests for Class A common stock or cash, and (c) certain distributions (or deemed distributions) by Holdings LLC; and (3) certain additional tax benefits arising from payments made under the Tax Receivable Agreement. The Company may additionally benefit or retain the remaining 15% of any tax benefits that the Company actually realizes. The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. As of December 31, 2021, the Company |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION Pursuant to the 2020 Plan, the Company reserved a total of 80,000,000 shares of common stock for issuance of stock-based compensation awards. There are currently only RSUs granted under the 2020 Plan, which were granted at the beginning of second quarter 2021 to all team members that were active employees as of January 21, 2021. In addition, the Company granted shares to non-employee directors that were fully vested upon grant. The following is a summary of RSU activity for the year ended December 31, 2021. For the year ended December 31, 2021 Shares Weighted Average Grant Date Fair Value Unvested - beginning of period — $ — Granted 3,193,510 7.75 Vested 1 (6,430) 7.75 Forfeited (374,760) 7.75 Unvested - end of period 2,812,320 1 Compris ed of 4,000 shares granted to non-employee members of the board of directors that immediately vested on the date of grant, and 2,430 shares that vested in 2021 pursuant to the terms of the 2020 Plan. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE As of December 31, 2021, the Company had two classes of economic shares authorized - Class A and Class B common stock. The Company applies the two-class method for calculating earnings per share for Class A common stock and Class B common stock. In applying the two-class method, the Company allocates undistributed earnings equally on a per share basis between Class A and Class B common stock. According to the Company’s certificate of incorporation, the holders of the Class A and Class B common stock are entitled to participate in earnings equally on a per-share basis, as if all shares of common stock were of a single class, and in such dividends as may be declared by the board of directors. RSUs awarded as part of the Company’s stock compensation plan are included in weighted-average Class A shares outstanding in the calculation of basic earnings per share once the RSUs are vested and shares are issued. Basic earnings per share of Class A common stock and Class B common stock is computed by dividing net income by the weighted-average number of shares of Class A common stock and Class B common stock outstanding during the period. Diluted earnings per share of Class A common stock and Class B common stock is computed by dividing net income by the weighted-average number of shares of Class A common stock or Class B common stock, respectively, outstanding adjusted to give effect to potentially dilutive securities. Se e Note 13, No n-Controlling Interests for a description of the Stapled Interests. Refer to Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies - for additional information related to the Company's capital structure. Prior to the business combination transaction with the Company, UWM's ownership structure included equity interests held solely by SFS Corp. The Company analyzed the calculation of earnings per unit for periods prior to the business combination transaction and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for the years ended December 31, 2020 or December 31, 2019. The basic and diluted earnings per share period for the year ended December 31, 2021 represents only the period from January 21, 2021 to December 31, 2021, which represents the period in which the Company had outstanding Class A common stock. There was no Class B common stock outstanding as of December 31, 2021. The following table sets forth the calculation of the basic and diluted earnings per share for the periods following the business combination transaction for the Company's Class A common stock (in thousands, except shares and per share amounts): For the year ended December 31, 2021 Net income $ 1,568,400 Net income attributable to non-controlling interests 1,469,955 Net income attributable to UWMC 98,445 Numerator: Net income attributable to Class A common shareholders $ 98,445 Net income attributable to Class A common shareholders - diluted $ 1,064,606 Denominator: Weighted average shares of Class A common stock outstanding - basic 100,881,094 Weighted average shares of Class A common stock outstanding - diluted 1,603,157,640 Earnings per share of Class A common stock outstanding - basic $ 0.98 Earnings per share of Class A common stock outstanding - diluted $ 0.66 For purposes of calculating diluted earnings per share, it was assumed that all Class D common stock was exchanged for Class B common stock and converted to Class A common stock under the if-converted method, and it was determined that the conversion would be dilutive. Under the if-converted method, all of the Compa ny's net income for the period from January 21, 2021 through December 31, 2021 is attributable to Class A common shareholders. The net income of the Company under the if-converted method is calculated using a blended statutory effective tax rate. The Public and Private Warrants were not in the money and the triggering events for the issuance of earn-out shares were not met during the year ended December 31, 2021. Therefore, these potentially dilutive securities were excluded from the computation of diluted earnings per share. Unvested RSUs have been included in the calculations of diluted earnings per share for the year ended December 31, 2021 using the treasury stock method and the impact was immaterial. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS In early January 2022, the Company sold MSRs on loans with a total UPB of approximately $21.3 billion for gross proceeds received and receivable of approximately $237.1 million. On March 1, 2022, the Company sold MSRs on loans with a total UPB of approximately $20.6 billion for gross proceeds received and receivable of approximately $223.5 million. As of December 31, 2021, cumulative proportional distributions related to the third and fourth quarter 2021 Class A common stock dividends of approximately $300.4 million had yet to be declared by Holdings LLC to SFS Co rp. In early January 2022, the Board declared and Holdings LLC paid these cumulative proportional distributions to SFS Corp. simultaneously with the payment of the fourth quarter 2021 Class A common stock dividend of approximately $9.2 million. On February 25, 2022, the Board declared a cash dividend of $0.10 per share on the outstanding shares of Class A common stock. The dividend is payable on April 11, 2022 to stockholders of record at the close of business on March 14, 2022. On or before the dividend payment date, the Board, in its capacity as the Manager of Holdings LLC and pursuant to its authority under the Holdings LLC Amended and Restated Operating Agreement, will determine whether to (a) make distributions from Holdings LLC to only UWM Holdings Corporation, as the owner of the Class A Units of Holdings LLC with the proportional amount due to SFS Corp. as the owner of the Class B Units of Holdings LLC, being distributed upon the sooner to occur of (i) the Board making a determination to do so or (ii) the date on which Class B Units of Holdings LLC are converted into shares of Class B common stock of UWMC or (b) make proportional and simultaneous distributions from Holdings LLC to both UWM Holdings Corporation, as the owner of the Class A Units of Holdings LLC and to SFS Corp. as the owner of the Class B Units of Holdings LLC. |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization UWM Holdings Corporation, through its consolidated subsidiaries (collectively, the "Company"), engages in the origination, sale and servicing of residential mortgage loans. The Company is organized in Delaware but based in Michigan, and originates and services loans throughout the U.S. The Company is approved as a Title II, non-supervised direct endorsement mortgagee with the U.S. Department of Housing and Urban Development (or “HUD”). In addition, the Company is an approved issuer with the Government National Mortgage Association (or “Ginnie Mae”), as well as an approved seller and servicer with the Federal National Mortgage Association (or “Fannie Mae”) and the Federal Home Loan Mortgage Corporation (or “Freddie Mac”). The Company (f/k/a Gores Holdings IV, Inc.) was incorporated in Delaware on June 12, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On September 22, 2020, the Company entered into a Business Combination Agreement (the "Business Combination Agreement") by and among the Company, SFS Holding Corp., a Michigan corporation (“SFS Corp.”), United Wholesale Mortgage, LLC, a Michigan limited liability company (“UWM”), and UWM Holdings, LLC, a newly formed Delaware limited liability company (“Holdings LLC” and, together with UWM, the “UWM Entities.”). The business combination with the UWM Entities closed on January 21, 2021. Prior to the closing of the business combination with the UWM Entities, SFS Corp. was the sole member of UWM, which had one unit authorized, issued and outstanding. On January 21, 2021, SFS Corp. contributed its equity interest in UWM to Holdings LLC and adopted the Amended and Restated Operating Agreement to admit Holdings LLC as UWM's sole member and its manager. Upon completion of the business combination transaction, (i) Holdings LLC issued approximately 6% of its units (Class A Common Units) to the Company, (ii) SFS Corp. retained approximately 94% of the units (Class B Common Units) in Holdings LLC and accordingly retained approximately 94% of the economic ownership interest of the combined company and (iii) Holdings LLC became a consolidated subsidiary of the Company, as the Company is the sole managing member of Holdings LLC. The economic interest in Holdings LLC owned by SFS Corp. is presented as a non-controlling interest in these consolidated financial statements (see Note 13 - Non-Controlling Interests for further information). Following the consummation of the transactions contemplated by the Business Combination Agreement, the Company is organized in an “Up-C” structure in which UWM (the operating subsidiary) is held directly by Holdings LLC and the Company’s only material direct asset consists of Class A Common Units in Holdings LLC. The Company's current capital structure authorizes Class A common stock, Class B common stock, Class C common stock and Class D common stock. The Class A common stock and Class C common stock each provide holders with one vote on all matters submitted to a vote of stockholders, and the Class B common stock and Class D common stock each provide holders with 10 votes on all matters submitted to a vote of stockholders. The holders of Class C common stock and Class D common stock do not have any of the economic rights (including rights to dividends and distributions upon liquidation) provided to holders of Class A common stock and Class B common stock. Immediately following the business combination transaction, there were 103,104,205 shares of Class A common stock outstanding, and 1,502,069,787 shares of non-economic Class D common stock outstanding (all of which were held by SFS Corp.), and no shares of Class B or Class C common stock outstanding. As of December 31, 2021 , there were 91,612,305 shares of Class A common stock outstanding and 1,502,069,787 shares of Class D common stock outstanding. Each Holdings LLC Class B Common Unit held by SFS Corp. may be exchanged, along with its stapled share of Class D common stock, for either, at the option of the Company, (a) cash or (b) one share of the Company’s Class B common stock (See Note 13 - Non-Controlling Interests) . Each share of Class B Stock is convertible into one share of Class A Stock upon the transfer or assignment of such share from SFS Corp. to a non-affiliated third-party. Pursuant to the Business Combination Agreement, SFS Corp. is entitled to receive an aggregate of up to 90,761,687 earn-out shares in the form of Class B Common Units in Holdings LLC and Class D common shares upon attainment of certain stock price targets. There are four different triggering events that affect the number of earn-out shares that will be issued based upon the per share price of Class A common stock ranging from $13.00 to $19.00 per share. The Company accounts for the potential earn-out shares as a component of stockholders’ equity in accordance with the applicable guidance in U.S. GAAP. See Note 20 - Earnings Per Share for further information. |
Basis of Presentation | Basis of Presentation and Consolidation The business combination transaction was accounted for as a reverse recapitalization in accordance with U.S. GAAP as UWM was determined to be the accounting acquirer, primarily due to the fact that SFS Corp. continues to control the Company through its ownership of the Class D common stock. Under this method of accounting, while the Company was the legal acquirer, it was treated as the acquired company for financial reporting purposes. Accordingly, the business combination transaction was treated as the equivalent of UWM issuing stock for the net assets of the Company, accompanied by a recapitalization, with the net assets of the Company stated at historical cost, with no goodwill or other intangible assets recorded. The net proceeds received from Gores Holdings IV, Inc. in the business combination transaction approximated $895.1 million, and the Company incurred approximately $16.0 million in costs related to the transaction which were charged to stockholders' equity upon the closing of the transaction. As part of the business combination transaction, the Company assumed the liability related to the Public and Private Warrants (described below) of $45.6 million. During the period from January 21, 2021 to December 31, 2021, the fair value of the Public and Private Warrants decreased to $9.5 million, resulting in other income of $36.1 million for the year ended December 31, 2021. The Company’s financial statement presentation included in these consolidated financial statements include the consolidated financial statements of UWM and its subsidiaries for periods prior to the completion of the business combination transaction with the UWM Entities and of the Company for periods from and after the business combination transaction. The Company's consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Consolidation | Basis of Presentation and Consolidation The business combination transaction was accounted for as a reverse recapitalization in accordance with U.S. GAAP as UWM was determined to be the accounting acquirer, primarily due to the fact that SFS Corp. continues to control the Company through its ownership of the Class D common stock. Under this method of accounting, while the Company was the legal acquirer, it was treated as the acquired company for financial reporting purposes. Accordingly, the business combination transaction was treated as the equivalent of UWM issuing stock for the net assets of the Company, accompanied by a recapitalization, with the net assets of the Company stated at historical cost, with no goodwill or other intangible assets recorded. The net proceeds received from Gores Holdings IV, Inc. in the business combination transaction approximated $895.1 million, and the Company incurred approximately $16.0 million in costs related to the transaction which were charged to stockholders' equity upon the closing of the transaction. As part of the business combination transaction, the Company assumed the liability related to the Public and Private Warrants (described below) of $45.6 million. During the period from January 21, 2021 to December 31, 2021, the fair value of the Public and Private Warrants decreased to $9.5 million, resulting in other income of $36.1 million for the year ended December 31, 2021. The Company’s financial statement presentation included in these consolidated financial statements include the consolidated financial statements of UWM and its subsidiaries for periods prior to the completion of the business combination transaction with the UWM Entities and of the Company for periods from and after the business combination transaction. The Company's consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Use of Estimates | Use of EstimatesThe preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Dividend Policy | Dividend Policy In connection with its decision to declare a dividend on its Class A common stock, the Company's Board of Directors (the "Board"), in its capacity as the Manager of Holdings LLC, under the Holdings LLC Second Amended and Restated Operating Agreement, can determine whether to (a) make distributions from Holdings LLC to only the Company, as the owner of the Class A Units of Holdings LLC with the proportional amount due to SFS Corp. as the owner of the Class B Units of Holdings LLC, being distributed upon the sooner to occur of (i) the Board making a determination to do so or (ii) the date on which Class B Units of Holdings LLC are converted into shares of Class B common stock of the Company or (b) make proportional and simultaneous distributions from Holdings LLC to both the Company, as the owner of the Class A Units of Holdings LLC and to SFS Corp. as the owner of the Class B Units of Holdings LLC. As of December 31, 2021, cumulative proportional distributions related to the third and fourth quarter 2021 Class A common stock dividends of approximately $300.4 million had yet to be declared by Holdings LLC to SFS Corp. In early January 2022, the Board declared and Holdings LLC paid these cumulative proportional distributions to SFS Corp. simultaneously with the payment of the fourth quarter 2021 Class A common stock dividend of approximately $9.2 million. |
Operating Segments | Operating Segments The Company operates as one segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (or “CODM”), which is the Company’s chief executive officer, in deciding how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information on a consolidated basis. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash and temporary investments with original maturities of three months or less to be cash and cash equivalents. The Company typically maintains cash balances in financial institutions in excess of Federal Deposit Insurance Corporation limits. The Company evaluates the creditworthiness of these financial institutions in determining the risk associated with these balances. |
Mortgage Loans at Fair Value and Revenue Recognition | Mortgage Loans at Fair Value and Revenue Recognition Mortgage loans are recorded at estimated fair value. Fair value of mortgage loans is estimated using observable market information including pricing from current cash commitments from government sponsored enterprises, recent market commitment prices, or broker quotes, as if the loans were to be sold currently into the secondary market. See Note 2 - Mortgage Loans at Fair Value for further information. Loans are considered to be sold when the Company surrenders control over the financial assets. Control is considered to have been surrendered when the transferred assets have been isolated from the Company, beyond the reach of the Company and its creditors; the purchaser obtains the right, free of conditions that constrain it from taking advantage of that right, to pledge or exchange the transferred assets; and the Company does not maintain effective control over the transferred assets through an agreement that entitles or obligates the Company to repurchase or redeem the transferred assets before their maturity. The Company typically considers the above criteria to have been met when transferring title to another party where no substantive repurchase rights or obligations exist. The Company generates revenue from the following three components of the loan origination business: (i) loan production income, (ii) loan servicing income, and (iii) interest income. A majority of the revenues from mortgage loan originations are recognized when the loan is originated which is the primary revenue recognition event as the loans are recorded at fair value upon origination. Loan production income. Loan production income includes all components related to the origination and sale of mortgage loans, including (1) primary gain, which represents the premium the Company receives in excess of the loan principal amount adjusted for previous fair value adjustments, and certain fees charged by investors upon sale of loans into the secondary market; when the mortgage loan is sold into the secondary market, any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings; (2) loan origination fees the Company charges to originate a loan, which generally represent flat, per-loan fee amounts, which are recognized as revenue at the time loans are originated; (3) provision for representation and warranty obligations, which represent the reserves established for the Company's estimated liabilities associated with the potential repurchase or indemnity of purchasers of loans previously sold due to representation and warranty claims by investors; included within these reserves are amounts for estimated liabilities for requirements to repay a portion of any premium received from investors on the sale of certain loans if such loans are repaid in their entirety within a specified time period after the sale of the loans; (4) the change in fair value of interest rate lock commitments, forward loan sale commitments, and recorded loans on the balance sheet, due to changes in estimated fair value, driven primarily by interest rates but also influenced by other assumptions; and (5) capitalization of MSRs, representing the estimated fair value of newly originated MSRs when loans are sold and the associated servicing rights are retained. Compensation earned by the Company's Independent Mortgage Brokers is included in the cost of the loans the Company originates, and therefore netted within loan production income. Loan servicing income. Loan servicing income represents revenue earned for servicing loans for various investors. The loan servicing income is based on a contractual percentage of the outstanding principal balance and servicing revenue is recognized as the related mortgage payments are received by the Company’s sub-servicer. Loan servicing expenses are charged to expense as incurred. Interest income. Interest income on mortgage loans at fair value is accrued based upon the principal amount outstanding and contractual interest rates. Income recognition is discontinued when loans become 90 days delinquent or when, in management’s opinion, the collectability of principal and interest becomes doubtful and the specific loan is put on non-accrual status. |
Mortgage Servicing Rights and Revenue Recognition | Mortgage Servicing Rights and Revenue Recognition When a loan is sold the Company typically retains the MSRs. Specifically, the Company retains the right and obligation to service the loan and receives a fee for collecting payments and transmitting collected payments to the purchasers of the loan. At the date the loan is sold with servicing retained, the fair value of the MSR is capitalized and recognized within loan production income. MSRs are initially recorded at estimated fair value. To determine the fair value of the servicing right created, the Company uses third party estimates of fair value at the time of initial recognition. On January 1, 2021, the Company adopted the fair value method to measure its servicing assets and liabilities for all current classes of servicing assets and liabilities subsequent to initial recognition. Management believes that the fair value method more directly reports the current expected benefits and obligations of the Company's servicing rights. The adoption of the fair value method for a particular class of servicing assets is irrevocable. Prior to January 1, 2021, the Company measured its servicing assets and liabilities after initial recognition using the amortized cost method. This change in accounting resulted in a $3.4 million increase to retained earnings and the MSR asset as of January 1, 2021. Subsequent to the adoption of the fair value method of accounting for MSRs, changes in fair value of MSRs are reported as a component of "Total revenue, net" within the consolidated statements of operations. Prior to the adoption of the fair value method, MSRs were amortized in proportion to the estimated future net servicing revenue, and periodically evaluated for impairment. For this purpose, the Company stratified its MSRs based on the interest rate of the underlying loans. The Company recorded a valuation allowance when the fair value of the mortgage servicing asset strata was less than its amortized book value. Valuation allowances were recorded as a temporary impairment to the affected strata effectively reducing recorded MSRs and incurring a charge to operations. When a mortgage prepays, the Company permanently reduces the associated MSR in the period of prepayment with a charge to operations. Under both the fair value and amortization accounting methods, the fair value of MSRs is estimated with the assistance of a third party broker based upon a valuation model that calculates the estimated present value of future cash flows. The valuation model incorporates market estimates of prepayment speeds, discount rates, cost to service, float value, ancillary income, inflation, and delinquency and default rates. Sales of MSRs are recognized when the risk and rewards of ownership have been transferred to a buyer, and a substantive non-refundable down payment is received. Also, any risks retained by the Company must be reasonably quantifiable to be eligible for sale accounting. See Note 5 – Mortgage Servicing Rights, net for further information. |
Representations and Warranties Reserve and Contingencies | Representations and Warranties ReserveLoans sold to investors which the Company believes met investor and agency underwriting guidelines at the time of sale may be subject to repurchase in the event of specific default by the borrower or subsequent discovery that underwriting or documentation standards were not explicitly satisfied. The Company may, upon mutual agreement, indemnify the investor against future losses on such loans or be subject to other guaranty requirements and subject to loss. The Company initially records its exposure under such guarantees at estimated fair value upon the sale of the related loan, within accounts payable and accrued expenses, as well as within loan production income, and continues to evaluate its on-going exposures in subsequent periods. The reserve is estimated based on the Company’s assessment of its contingent and non-contingent obligations, including expected losses, expected frequency, the overall potential remaining exposure, as well as an estimate for a market participant’s potential readiness to stand by to perform on such obligations. Contingencies The Company evaluates contingencies based on information currently available and establishes an accrual for those matters when a loss contingency is considered probable and the related amount is reasonably estimable. For matters where a loss is believed to be reasonably possible but not probable, no accrual is established but the nature of the loss contingency and an estimate of the reasonably possible range of loss in excess of amount accrued, when such estimate can be made, is disclosed. In deriving an estimate, the Company is required to make assumptions about matters that are, by their nature, highly uncertain. The assessment of loss contingencies involves the use of critical estimates, assumptions and judgments. It is not possible to predict or determine the outcome of all loss contingencies. Accruals are periodically reviewed and may be adjusted as circumstances change. |
Derivatives | DerivativesDerivatives are recognized as assets or liabilities on the consolidated balance sheets and measured at fair value with changes in fair value recorded within the consolidated statements of operations in the period in which they occur. The Company enters into derivative instruments to reduce its risk exposure to fluctuations in interest rates. The Company accounts for derivative instruments as free-standing derivative instruments and does not designate any for hedge accounting. IRLCs on mortgage loans to be originated or purchased which are intended to be sold are considered to be derivatives with changes in fair value recorded in the consolidated statements of operations as part of loan production income. Fair value is estimated primarily based on relative changes in interest rates for the underlying mortgages to be originated or purchased. Fair value estimates also take into account the probability that loan commitments may not be exercised by customers. The Company uses forward mortgage backed security contracts, which are known as FLSCs, to economically hedge the IRLCs. |
Loans Eligible for Repurchase from Ginnie Mae | Loans Eligible for Repurchase from Ginnie Mae When the Company has the unilateral right to repurchase Ginnie Mae pool loans it has previously sold (generally loans that are more than 90 days past due) and the call option results in a more than trivial benefit to the Company, the previously sold assets are required to be re-recognized on the consolidated balance sheets. The re cognition of previously sold loans does not impact the accounting for the previously recognized MSR |
Leases | Leases The Company enters into contracts to lease real estate (land and buildings), furniture and fixtures, and information technology equipment. Leases that meet one of the finance lease criteria are classified as finance leases, while all others are classified as operating leases. The Company determines if an arrangement is a lease at inception and has made an accounting policy election to capitalize leases with initial terms in excess of 12 months. At lease commencement, a lease liability and right-of-use asset are calculated and recognized for operating and finance leases. Lease liabilities represent the Company’s obligation |
Stock-Based Compensation | Stock-Based CompensationEffective upon the closing of the business combination transaction, the Company adopted the UWM Holdings Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”) which was approved by stockholders on January 20, 2021. The 2020 Plan allows for the grant of stock options, restricted stock, restricted stock units (“RSUs”), and stock appreciation rights. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period based on the fair value of the award on the date of grant and is included in "Salaries, commissions and benefits" in the consolidated statements of operations. The Company made a policy election to recognize the effects of forfeitures as they occur. |
Income Taxes and Tax Receivable Agreement | Income Taxes The Company follows the asset and liability method of accounting for income taxes under applicable U.S. GAAP. Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. We are subject to income taxes in the U.S. and various state and local jurisdictions. The tax laws are often complex and may be subject to different interpretations. To determine the financial statement impact of accounting for income taxes, the Company must make assumptions and judgements about how to interpret and apply complex tax laws to numerous transactions and business events, as well as make judgements regarding the timing of when certain items may affect taxable income. Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable. Our interpretations of tax laws are subject to review and examination by various taxing authorities and jurisdictions where the Company operates, and disputes may occur regarding its view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals or adjudication in the court systems of the tax jurisdictions in which the Company operates. We regularly review whether we may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. In addition, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations, and business strategies. We recognize the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. We record interest and penalties related to uncertain tax positions as a component of the income tax provision. See Note 18 – Income Taxes for further information. Tax Receivable Agreement In connection with the Business Combination Agreement, the Company entered into a Tax Receivable Agreement with SFS Corp. that will obligate the Company to make payments to SFS Corp. of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes as a result of (i) certain increases in tax basis resulting from exchanges of Holdings LLC Common Units; (ii) imputed interest deemed to be paid by the Company as a result of payments it makes under the tax receivable agreement; (iii) certain increases in tax basis resulting from payments the Company makes under the tax receivable agreement; and (iv) disproportionate allocations (if any) of tax benefits to the Company which arise from, among other things, the sale of certain assets as a result of section 704(c) of the Internal Revenue Code of 1986. The Company will retain the benefit of the remaining 15% of these tax savings. The Company recognized a liability of approximately $1.9 million for es |
Related Party Transactions | Related Party Transactions The Company enters into various transactions with related parties. See Note 17 – Related Party Transactions for further information. |
Public and Private Warrants | Public and Private Warrants As part of Gores Holdings IV, Inc.'s initial public offering ("IPO") in January 2020, Gores Holdings IV, Inc. issued to third party investors 42.5 million units, consisting of one share of Class A common stock of Gores Holdings IV, Inc. and one-fourth of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Gores Holdings IV, Inc. completed the private sale of 5.25 million warrants to Gores Holdings IV, Inc.'s sponsor at a purchase price of $2.00 per warrant (the “Private Warrants”). Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Upon closing of the business combination transaction, the Company had 10,624,987 Public Warrants and 5,250,000 Private Warrants outstanding. The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until after the completion of the business combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Warrants under applicable U.S. GAAP and concluded that they do not meet the criteria to be classified in stockholders’ equity due to certain terms of the warrants. Since the Public and Private Warrants meet the definition of derivatives, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the business combination transaction and as of December 31, 2021 (recorded within "Accounts payable and accrued expenses"), with the change in their respective fair values recognized in the consolidated statement of operations (recorded within "Other income/expense") for the period ended December 31, 2021. |
Servicing Advances | Servicing Advances Servicing advances represent advances on behalf of borrowers and investors to cover delinquent balances for property taxes, insurance premiums and other out-of-pocket costs. Advances are made in accordance with the servicing agreements and are recoverable upon liquidation. The Company periodically evaluates the advances for collectability and amounts are written-off when they are deemed uncollectible. Servicing advances are included in accounts receivable, net on the consolidated balance sheets. |
Advertising and Marketing | Advertising and Marketing Advertising and marketing is expensed as incurred and amounted to $21.8 million, $7.9 million and $5.6 million for the years ended ended December 31, 2021, 2020 and 2019, respectively, and is included in marketing, travel, and entertainment expenses in the consolidated statements of operations. |
Escrow and Fiduciary Funds | Escrow and Fiduciary FundsThe Company maintains segregated bank accounts in trust for investors and escrow balances for mortgagors. |
Risks and Uncertainties | Risks and Uncertainties The Company encounters certain economic and regulatory risks inherent in the consumer finance business. Economic risks include interest rate risk and credit risks. The Company is subject to interest rate risk to the extent that in a rising interest rate environment, the Company may experience a decrease in loan production, as well as decreases in the value of mortgage loans at fair value and in commitments to originate loans, which may negatively impact the Company’s operations. Credit risk is the risk of default that may result from the borrowers’ inability or unwillingness to make contractually required payments during the period in which mortgage loans are being held at fair value or subsequently under any representation and warranty provisions within the Company’s sale agreements. The Company is subject to substantial regulation as it directly provides financing to consumers acquiring residential real estate. The Company sells loans to investors without specific recourse. As such, the investors have assumed the risk of loss of default by the borrower. However, the Company is usually required by these investors to make certain standard representations and warranties relating to credit information, loan documentation and collateral. To the extent that the Company does not comply with such representations, or there are early payment defaults, the Company may be required to repurchase the loans or indemnify these investors for any losses from borrower defaults. In addition, if loans pay-off within a specified time frame, the Company may be required to refund a portion of the sales proceeds to the investors. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-4, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which was subsequently amended by ASU No. 2021-1, Reference Rate Reform (Topic 848): Scope , which was issued in January 2021. This guidance provides practical expedients to address existing guidance on contract modifications due to the expected market transition from the London Inter-bank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. The ASU was effective upon issuance on a prospective basis beginning January 1, 2020 and the Company may elect certain practical expedients as reference rate activities occur. The Company will evaluate its debt and other applicable contracts that are modified in the future to ensure they are eligible for modification relief and apply the practical expedients as needed. The Company does not anticipate this will have a material impact on its consolidated financial statements and related disclosures. In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements , which is intended to clarify or correct the unintended application of the Codification of accounting guidance for a wide variety of topics. The Company adopted this ASU on January 1, 2021, with no material effect on the Company's consolidated financial statements and related disclosures. |
Mortgage Loans at Fair Value (T
Mortgage Loans at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Summary of Reconciliation of Changes in Mortgage Loans at Fair Value | The table below includes the estimated fair value and unpaid principal balance (“UPB”) of mortgage loans that have contractual principal amounts and for which the Company has elected the fair value option. The fair value option has been elected for mortgage loans, as this accounting treatment best reflects the economic consequences of the Company’s mortgage origination and related hedging and risk management activities. The difference between the UPB and estimated fair value is made up of the premiums paid on mortgage loans, as well as the fair value adjustment as of the balance sheet date. The change in fair value adjustment is recorded in the “Loan production income” line item of the consolidated statements of operations. (In thousands) December 31, December 31, Mortgage loans, unpaid principal balance $ 17,194,330 $ 7,620,014 Premiums paid on mortgage loans 238,963 101,949 Fair value adjustment 40,031 194,552 Mortgage loans at fair value $ 17,473,324 $ 7,916,515 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The notional amounts and fair values of derivative financial instruments not designated as hedging instruments were as follows (in thousands): December 31, 2021 December 31, 2020 Fair value Fair value Derivative Derivative Notional Derivative Derivative Notional IRLCs $ 24,899 $ 11,138 $ 13,450,967 (a) $ 60,248 $ 670 $ 10,594,329 (a) FLSCs 42,457 25,603 28,887,178 824 65,567 16,602,739 Total $ 67,356 $ 36,741 $ 61,072 $ 66,237 (a) Adjusted for pullthrough rates of 86% and 92%, respectively. |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | The following summarizes accounts receivable, net (in thousands): December 31, December 31, Servicing fees $ 136,981 $ 55,838 Servicing advances 135,117 60,053 Origination receivables 56,569 33,663 Investor receivables 44,192 89,881 Pair-offs receivable 21,987 438 Receivables from sale of servicing 13,503 10,597 Warehouse bank receivable 8,510 3,642 Other receivables 127 28 Provision for current expected credit losses (1,295) (540) Total Accounts Receivable, Net $ 415,691 $ 253,600 |
Mortgage Servicing Rights (Tabl
Mortgage Servicing Rights (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Transfers and Servicing [Abstract] | |
Summary of Mortgage Servicing Rights | The following table summarizes changes in the MSR assets for year ended December 31, 2021 (in thousands): For the year ended December 31, 2021 Balance, at December 31, 2020 under amortization method $ 1,756,864 Cumulative effect of adopting fair value method 3,440 Fair value, beginning of period $ 1,760,304 Capitalization of mortgage servicing rights 2,397,483 MSR sales (269,925) Changes in fair value: Due to changes in valuation inputs or assumptions 286,348 Due to collection/realization of cash flows/other (859,258) Fair value, end of period $ 3,314,952 The following is a summary of the components of change in fair value of servicing rights as reported in the consolidated statements of operations: For the year ended December 31, 2021 Changes in fair value: Due to changes in valuation model or assumptions $ 286,348 Due to collection/ realization of cash flows/other (859,258) Reserves and transaction costs on sales of servicing rights (14,903) Changes in fair value of servicing rights, net $ (587,813) For the years ended December 31, 2020 2019 Balance, beginning of period $ 731,353 $ 368,117 Capitalization of mortgage servicing rights 1,896,638 1,126,965 Amortization (252,421) (80,280) Loans paid in full (301,113) (36,937) Sales (298,009) (625,953) Recovery/(Impairment) (19,584) (20,559) Balance, end of period $ 1,756,864 $ 731,353 |
Summary of Loan Servicing Income | The following table summarizes the loan servicing income recognized during the years ended December 31, 2021, 2020 and 2019, respectively (in thousands): For the year ended December 31, 2021 2020 2019 Contractual servicing fees $ 632,276 $ 284,257 $ 100,641 Late, ancillary and other fees 6,462 4,047 1,647 Loan servicing income $ 638,738 $ 288,304 $ 102,288 |
Summary of Key Assumptions Used in Determining the Fair Value | The key unobservable inputs used in determining the fair value of the Company’s MSRs were as follows at December 31, 2021 and December 31, 2020, respectively: December 31, December 31, Range Weighted Average Range Weighted Average Discount rates 9.0 % — 14.5 % 9.6 % 9.0 % — 14.5 % 9.3 % Annual prepayment speeds 8.3 % — 45.4 % 10.5 % 8.8 % — 42.2 % 12.4 % Cost of servicing $74 — $162 $81 $75 — $126 $81 |
Schedule of Analysis of Change in Fair Value | The hypothetical effect of an adverse change in these key assumptions would result in a decrease in fair values as follows at December 31, 2021 and December 31, 2020, respectively, (in thousands): December 31, December 31, Discount rate: + 10% adverse change – effect on value $ (107,992) $ (56,889) + 20% adverse change – effect on value (208,567) (110,040) Prepayment speeds: + 10% adverse change – effect on value $ (138,807) $ (87,752) + 20% adverse change – effect on value (267,964) (169,230) Cost of servicing: + 10% adverse change – effect on value $ (37,370) $ (21,643) + 20% adverse change – effect on value (74,741) (43,285) |
Premises and Equipment, Net (Ta
Premises and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Premises and Equipment, Net | The following is a summary of premises and equipment, net (in thousands): December 31, December 31, Leasehold improvements $ 140,287 $ 104,074 Furniture and equipment 33,074 24,325 Software, including internally-developed 20,176 3,644 Construction in process 4,503 1,249 Accumulated depreciation and amortization (46,353) (25,720) Premises and equipment, net $ 151,687 $ 107,572 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to leases is as follows (in thousands): December 31, December 31, Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows $ 15,926 $ 11,782 Cash paid for amounts included in the measurement of finance lease liabilities - financing and operating cash flows 15,876 5,818 Operating lease right-of-use assets obtained in exchange for operating leases liabilities 20,134 27,630 Financing lease right-of-use assets obtained in exchange for finance lease liabilities 48,539 20,120 |
Schedule of Additional Supplemental Flow Information Related to Leases | Additional supplemental information related to leases is as follows: December 31, December 31, Weighted average remaining lease term – operating leases 14.7 years 15.9 years Weighted average remaining lease term – finance leases 7.9 years 2.4 years Weighted average discount rate – operating leases 7.4 % 7.8 % Weighted average discount rate – finance leases 3.8 % 6.2 % |
Schedule of Maturities of Company's Operating Lease Liabilities | The maturities of the Company's operating lease liabilities are summarized below (in thousands): December 31, 2021 Amounts 2022 $ 12,444 2023 12,206 2024 12,206 2025 12,322 2026 12,328 Thereafter 120,834 Total lease payments 182,340 Less imputed interest (70,109) Total $ 112,231 |
Summary of Maturities of the Company's Financing Lease Liabilities | The maturities of the Company's financing lease liabilities are summarized below (in thousands): December 31, 2021 Amounts 2022 $ 18,767 2023 13,189 2024 5,625 2025 2,527 2026 2,634 Thereafter 24,321 Total lease payments 67,063 Less imputed interest (9,096) Total $ 57,967 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Other Assets | The following summarizes other assets (in thousands): December 31, December 31, Prepaid insurance $ 28,249 $ 35,230 Prepaid IT service and maintenance 26,236 19,827 Other 5,660 2,932 Total other assets $ 60,145 $ 57,989 |
Warehouse Lines of Credit (Tabl
Warehouse Lines of Credit (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Lines of Credit | The Company had the following warehouse lines of credit with financial institutions as of December 31, 2021 and December 31, 2020, respectively, (in thousands): Warehouse Lines of Credit 1 Date of Initial Agreement With Warehouse Lender Current Agreement Expiration Date December 31, December 31, Master Repurchase Agreement ("MRA") Funding: $150 Million 2/29/2012 5/24/2022 $ 144,534 $ 140,237 $200 Million 3/30/2018 9/5/2022 197,976 198,705 $400 Million 8/21/2012 10/20/2022 372,895 248,947 $300 Million 8/19/2016 11/9/2022 280,637 249,006 $250 Million 2/26/2016 12/22/2022 192,614 86,928 $1 Billion 7/10/2012 1/9/2023 963,495 769,510 $3.5 Billion 12/31/2014 2/22/2023 3,349,395 1,344,851 $1.3 Billion 2 3/7/2019 2/22/2023 1,230,017 666,891 $1 Billion 4/23/2021 4/23/2023 755,539 — $2 Billion 10/30/2020 5/26/2023 1,163,447 1,179 $4.5 Billion 3 5/9/2019 7/28/2023 4,482,245 1,685,138 $700 Million 7/24/2020 8/30/2023 673,471 365,577 $1.5 Billion 9/8/2020 9/18/2023 913,247 209,138 $400 Million 4 4/1/2013 6/23/2021 — 287,073 $2 Billion 4 8/17/2010 7/1/2021 — 499,841 $150 Million 4 3/9/2009 9/19/2021 — 112,429 Early Funding: $600 Million (ASAP + - see below) No expiration 516,889 75,947 $750 Million (EF - see below) No expiration 718,537 — $ 15,954,938 $ 6,941,397 All interest rates are variable based on a spread to the one-month LIBOR rate. 1 An aggregate of $251.0 million of these line amounts is committed as of December 31, 2021. 2 $750 million of available credit under this warehouse line of credit agreement was temporary and expired in early 2022. 3 $500 million of available credit under this warehouse line of credit agreement was temporary and expired in early 2022. 4 This warehouse line of credit agreement expired pursuant to its terms prior to December 31, 2021. |
Senior Notes (Tables)
Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Senior Unsecured Notes | The following is a summary of the senior unsecured notes issued by the Company (in thousands): Facility Type Maturity Date Interest Rate Outstanding Balance at December 31, 2021 Outstanding Balance at December 31, 2020 2025 Senior unsecured notes (1) 11/15/2025 5.50 % $ 800,000 $ 800,000 2029 Senior unsecured notes (2) 04/15/2029 5.50 % 700,000 — 2027 Senior unsecured notes (3) 06/15/2027 5.75 % 500,000 — Total Unsecured Senior Notes $ 2,000,000 $ 800,000 Weighted average interest rate 5.56 % 5.50 % (1) Unamortized debt issuance costs and discounts are presented net against the 2025 Senior Notes reducing the amount reported on the consolidated balance sheets by $8.5 million and $10.7 million as of December 31, 2021 and December 31, 2020, respectively. (2) Unamortized debt issuance costs and discounts are presented net against the 2029 Senior Notes reducing the amount reported on the consolidated balance sheets by $6.4 million as of December 31, 2021. |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Activity of Representation and Warranties Reserve | The activity of the representations and warranties reserve was as follows (in thousands): For the year ended December 31, 2021 2020 2019 Balance, beginning of period $ 69,542 $ 46,322 $ 32,999 Reserve charged to operations 45,301 36,510 19,153 Losses realized, net (28,081) (13,290) (5,830) Balance, end of period $ 86,762 $ 69,542 $ 46,322 |
Non-controlling Interests (Tabl
Non-controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Summary of Ownership of Units | The following table summarizes the ownership of units in Holdings LLC as of December 31, 2021: Common Units Ownership Percentage UWM Holdings Corporation ownership of Class A Common Units 91,612,305 5.75 % SFS Corp. ownership of Class B Common Units 1,502,069,787 94.25 % Balance at end of period 1,593,682,092 100.00 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following are the major categories of financial assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2021 Description Level 1 Level 2 Level 3 Total Assets: Mortgage loans at fair value $ — $ 17,473,324 $ — $ 17,473,324 IRLCs — — 24,899 24,899 FLSCs — 42,457 — 42,457 Investment securities at fair value, pledged — 152,263 — 152,263 Mortgage servicing rights — — 3,314,952 3,314,952 Total assets $ — $ 17,668,044 $ 3,339,851 $ 21,007,895 Liabilities: IRLCs $ — $ — $ 11,138 $ 11,138 FLSCs — 25,603 — 25,603 Public and Private Warrants 6,286 3,170 — 9,456 Total liabilities $ 6,286 $ 28,773 $ 11,138 $ 46,197 December 31, 2020 Description Level 1 Level 2 Level 3 Total Assets: Mortgage loans at fair value $ — $ 7,916,515 $ — $ 7,916,515 IRLCs — — 60,248 60,248 FLSCs — 824 — 824 Total assets $ — $ 7,917,339 $ 60,248 $ 7,977,587 Liabilities: IRLCs $ — $ — $ 670 $ 670 FLSCs — 65,567 — 65,567 Total liabilities $ — $ 65,567 $ 670 $ 66,237 |
Quantitative Information on Recurring Level 3 Fair Value Financial Instruments | The following table present quantitative information about the inputs used in recurring Level 3 fair value financial instruments and the fair value measurements for IRLCs: Unobservable Input - IRLCs December 31, 2021 December 31, 2020 Pullthrough rate (weighted avg) 86 % 92 % |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis | The following table presents the carrying amounts and estimated fair value of the Company's financial liabilities that are not measured at fair value on a recurring or nonrecurring basis (in thousands). December 31, 2021 December 31, 2020 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 2025 Senior Notes, due 11/15/25 $ 791,513 $ 820,232 $ 789,323 $ 841,300 2029 Senior Notes, due 4/15/29 693,623 686,623 — — 2027 Senior Notes, due 6/15/27 494,976 500,860 — — $ 1,980,112 $ 2,007,715 $ 789,323 $ 841,300 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided is as follows: For the year ended December 31, 2021 2020 2019 Income tax expense at the federal statutory rate $ 331,431 $ 710,842 $ 87,162 Income attributable to non-controlling interest (308,995) — — Income attributable to pass-through members — (710,842) (87,162) Other (12,595) 2,450 — Total income tax expense $ 9,841 $ 2,450 $ — |
Schedule of Components of Income Tax | Income taxes for the Company at the consolidated level are primarily federal, state, and local taxes. The following table details the Company's provision for income taxes for the years ended December 31, 2021 and 2020. For the year ended December 31, 2021 2020 2019 Current income tax expense: Federal $ 73 $ — $ — State 1,424 2,450 — Total current income tax expense 1,497 2,450 — Deferred income tax expense: Federal 7,494 — — State 850 — — Total deferred income tax expense 8,344 — — Total provision for income taxes $ 9,841 $ 2,450 $ — |
Schedule of Deferred Tax Assets and Liabilities | The company's deferred tax assets (liabilities) arise from the following components of temporary differences and carryforwards: December 31, 2021 2020 Deferred tax assets: Net operating losses $ 10,831 $ — Other 104 — Total deferred tax assets 10,935 — Valuation allowance — — Net deferred tax assets 10,935 — Deferred tax liabilities: Investment in partnership (40,817) — Other (2,502) — Total deferred tax liabilities (43,319) — Net deferred tax assets (liability) $ (32,384) $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of RSU Activity | The following is a summary of RSU activity for the year ended December 31, 2021. For the year ended December 31, 2021 Shares Weighted Average Grant Date Fair Value Unvested - beginning of period — $ — Granted 3,193,510 7.75 Vested 1 (6,430) 7.75 Forfeited (374,760) 7.75 Unvested - end of period 2,812,320 1 Compris ed of 4,000 shares granted to non-employee members of the board of directors that immediately vested on the date of grant, and 2,430 shares that |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Earnings per Share | The following table sets forth the calculation of the basic and diluted earnings per share for the periods following the business combination transaction for the Company's Class A common stock (in thousands, except shares and per share amounts): For the year ended December 31, 2021 Net income $ 1,568,400 Net income attributable to non-controlling interests 1,469,955 Net income attributable to UWMC 98,445 Numerator: Net income attributable to Class A common shareholders $ 98,445 Net income attributable to Class A common shareholders - diluted $ 1,064,606 Denominator: Weighted average shares of Class A common stock outstanding - basic 100,881,094 Weighted average shares of Class A common stock outstanding - diluted 1,603,157,640 Earnings per share of Class A common stock outstanding - basic $ 0.98 Earnings per share of Class A common stock outstanding - diluted $ 0.66 |
Organization, Basis of Presen_3
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Organization (Details) | Jan. 21, 2021$ / sharesshares | Dec. 31, 2021voteshares | Jan. 20, 2021shares |
Common Class A | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Number of votes | vote | 1 | ||
Common stock outstanding (in shares) | 103,104,205 | 91,612,305 | |
Conversion ratio | 1 | ||
Common Class A | Minimum | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Share price (in usd per share) | $ / shares | $ 13 | ||
Common Class A | Maximum | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Share price (in usd per share) | $ / shares | $ 19 | ||
Common Class C | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Number of votes | vote | 1 | ||
Common stock outstanding (in shares) | 0 | 0 | |
Common Class B | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Number of votes | vote | 10 | ||
Common stock outstanding (in shares) | 0 | 0 | |
Exchange ratio | 1 | ||
Common Class D | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Number of votes | vote | 10 | ||
Common stock outstanding (in shares) | 1,502,069,787 | 1,502,069,787 | |
UWM Holdings Corporation | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Ownership percent | 94.00% | ||
SFS Corp | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Ownership percent | 6.00% | ||
UWM | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Number of units authorized | 1 | ||
Number of units issued | 1 | ||
Number of units outstanding | 1 | ||
SFS Corp | UWM Holdings Corporation | Class B and Class D | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Number of earn-out shares to be issued | 90,761,687 |
Organization, Basis of Presen_4
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Basis of Presentation and Consolidation (Details) - USD ($) $ in Thousands | Jan. 21, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Decrease in fair value of warrants | $ (9,500) | $ 36,105 | $ 0 | $ 0 | |
Other income | $ 36,100 | ||||
Gores Holdings IV, Inc. | |||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Liability assumed on warrants | $ 45,600 | ||||
Gore Holdings IV, Inc. | |||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||
Proceeds from business combination | 895,100 | ||||
Costs related to business combination | $ 16,000 |
Organization, Basis of Presen_5
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Dividend Policy (Details) - Common Class A $ in Millions | 3 Months Ended |
Dec. 31, 2021USD ($) | |
Dividends Payable [Line Items] | |
Accumulated dividends for distribution | $ 300.4 |
Dividends paid | $ 9.2 |
Organization, Basis of Presen_6
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Operating Segments (Details) | 12 Months Ended |
Dec. 31, 2021Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Organization, Basis of Presen_7
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Mortgage Servicing Rights (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Equity | $ 2,374,280 | $ 661,323 | $ 319,051 | ||
MSR asset | $ 3,314,952 | 1,756,864 | |||
Retained Earnings | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Equity | 2,349,441 | $ 636,484 | $ 294,212 | ||
Cumulative Effect, Period of Adoption, Adjustment | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Equity | 3,440 | ||||
MSR asset | $ 3,400 | ||||
Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Equity | $ 3,400 | $ 3,440 |
Organization, Basis of Presen_8
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Loans Eligible for Repurchase (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loans and Leases Receivable Disclosure [Line Items] | ||
Mortgage loans at fair value | $ 17,473,324 | $ 7,916,515 |
Gnnie Mae | ||
Loans and Leases Receivable Disclosure [Line Items] | ||
Mortgage loans at fair value | 563,400 | 451,100 |
Loans, fair value | 555,100 | 448,500 |
Loans, fair value adjustment | $ (8,300) | $ (2,600) |
Organization, Basis of Presen_9
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Tax Receivable Agreement (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Jan. 21, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Tax receivable agreement liability | $ 13.9 | $ 1.9 |
Additional liability | $ 11.9 |
Organization, Basis of Prese_10
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Public and Private Warrants (Details) | 1 Months Ended | ||
Jan. 31, 2020$ / shares$ / unit$ / warrantshares | Dec. 31, 2021shares | Jan. 21, 2021shares | |
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants outstanding (in shares) | 10,624,987 | ||
Private Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants outstanding (in shares) | 5,250,000 | ||
Common Class A | |||
Class of Warrant or Right [Line Items] | |||
Number of common shares issued | 91,612,305 | ||
Gores Holdings IV, Inc. | Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants (in usd per share) | $ / shares | $ 11.50 | ||
Gores Holdings IV, Inc. | Private Warrants | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants (in usd per share) | $ / shares | $ 11.50 | ||
Number of warrants outstanding (in shares) | 5,250,000 | ||
Purchase price of warrants (in usd per warrant) | $ / warrant | 2 | ||
Gores Holdings IV, Inc. | Common Class A | Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of shares called by each warrant | 1 | ||
Gores Holdings IV, Inc. | IPO | |||
Class of Warrant or Right [Line Items] | |||
Number of units issued during period (in shares) | 42,500,000 | ||
Number of warrants issued (in shares) | 0.25 | ||
Unit price (in usd per unit) | $ / unit | 10 | ||
Gores Holdings IV, Inc. | IPO | Common Class A | |||
Class of Warrant or Right [Line Items] | |||
Number of common shares issued | 1 |
Organization, Basis of Prese_11
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Advertising and Marketing (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising and marketing expenses | $ 21.8 | $ 7.9 | $ 5.6 |
Organization, Basis of Prese_12
Organization, Basis of Presentation and Summary of Significant Accounting Policies - Escrow and Fiduciary Funds (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Escrow balance | $ 1,600 | $ 955.2 |
Mortgage Loans at Fair Value (D
Mortgage Loans at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Mortgage loans, unpaid principal balance | $ 17,194,330 | $ 7,620,014 |
Premiums paid on mortgage loans | 238,963 | 101,949 |
Fair value adjustment | 40,031 | 194,552 |
Mortgage loans at fair value | $ 17,473,324 | $ 7,916,515 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative blended weighted average pullthrough rate | 86.00% | 92.00% |
Derivatives - Schedule of Deriv
Derivatives - Schedule of Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative [Line Items] | ||
Fair value, Derivative assets | $ 67,356 | $ 61,072 |
Fair value, Derivative liabilities | $ 36,741 | $ 66,237 |
Derivative blended weighted average pullthrough rate | 86.00% | 92.00% |
IRLCs | ||
Derivative [Line Items] | ||
Fair value, Derivative assets | $ 24,899 | $ 60,248 |
Fair value, Derivative liabilities | 11,138 | 670 |
Notional Amount | 13,450,967 | 10,594,329 |
FLSCs | ||
Derivative [Line Items] | ||
Fair value, Derivative assets | 42,457 | 824 |
Fair value, Derivative liabilities | 25,603 | 65,567 |
Notional Amount | $ 28,887,178 | $ 16,602,739 |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Servicing fees | $ 136,981 | $ 55,838 |
Servicing advances | 135,117 | 60,053 |
Origination receivables | 56,569 | 33,663 |
Investor receivables | 44,192 | 89,881 |
Pair-offs receivable | 21,987 | 438 |
Receivables from sale of servicing | 13,503 | 10,597 |
Warehouse bank receivable | 8,510 | 3,642 |
Other receivables | 127 | 28 |
Provision for current expected credit losses | (1,295) | (540) |
Total Accounts Receivable, Net | $ 415,691 | $ 253,600 |
Mortgage Servicing Rights - Sum
Mortgage Servicing Rights - Summary of Mortgage Servicing Rights Activity (Details) - MSR - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Servicing Asset at Fair Value, Amount [Roll Forward] | ||||
Balance, at December 31, 2020 under amortization method | $ 1,756,864 | $ 731,353 | ||
Fair value, beginning of period | $ 1,760,304 | |||
Capitalization of mortgage servicing rights | 2,397,483 | |||
MSR sales | (269,925) | |||
Changes in fair value: Due to changes in valuation model inputs or assumptions | 286,348 | |||
Changes in fair value: Due to collection/realization of cash flows/other | (859,258) | |||
Fair value, end of period | 3,314,952 | 1,760,304 | ||
Changes in fair value: | ||||
Due to changes in valuation model or assumptions | 286,348 | |||
Due to collection/ realization of cash flows/other | (859,258) | |||
Reserves and transaction costs on sales of servicing rights | $ (14,900) | (14,903) | ||
Changes in fair value of servicing rights, net | (587,813) | |||
Servicing Asset at Amortized Cost, Balance [Roll Forward] | ||||
Balance, beginning of period | 1,756,864 | 731,353 | 368,117 | |
Capitalization of mortgage servicing rights | 1,896,638 | 1,126,965 | ||
Amortization | (252,421) | (80,280) | ||
Loans paid in full | (301,113) | (36,937) | ||
Sales | (298,009) | (625,953) | ||
Recovery/(Impairment) | (19,584) | (20,559) | ||
Balance, end of period | 1,756,864 | $ 731,353 | ||
Cumulative Effect, Period of Adoption, Adjustment | ||||
Servicing Asset at Fair Value, Amount [Roll Forward] | ||||
Fair value, beginning of period | $ 3,440 | |||
Fair value, end of period | $ 3,440 |
Mortgage Servicing Rights - Add
Mortgage Servicing Rights - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Mortgage Servicing Rights [Line Items] | ||||
Aggregate unpaid principal balance | $ 3,314,952 | $ 1,756,864 | ||
Proceeds from sale of mortgage servicing rights | 264,028 | 289,170 | $ 594,150 | |
MSR | ||||
Mortgage Servicing Rights [Line Items] | ||||
Aggregate unpaid principal balance | $ 22,700,000 | 319,800,000 | $ 188,300,000 | |
Proceeds from sale of mortgage servicing rights | 269,900 | |||
Reserves and transaction costs on sales of servicing rights | $ (14,900) | $ (14,903) |
Mortgage Servicing Rights - S_2
Mortgage Servicing Rights - Summary of Loan Servicing Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Transfers and Servicing [Abstract] | |||
Contractual servicing fees | $ 632,276 | $ 284,257 | $ 100,641 |
Late, ancillary and other fees | 6,462 | 4,047 | 1,647 |
Loan servicing income | $ 638,738 | $ 288,304 | $ 102,288 |
Mortgage Servicing Rights - S_3
Mortgage Servicing Rights - Summary of Key Unobservable Inputs Used in Determining the Fair Value (Details) - MSR - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Minimum | ||
Servicing Assets at Fair Value [Line Items] | ||
Discount rates (as a percent) | 9.00% | 9.00% |
Annual prepayment speeds (as a percent) | 8.30% | 8.80% |
Cost of servicing | $ 74 | $ 75 |
Maximum | ||
Servicing Assets at Fair Value [Line Items] | ||
Discount rates (as a percent) | 14.50% | 14.50% |
Annual prepayment speeds (as a percent) | 45.40% | 42.20% |
Cost of servicing | $ 162 | $ 126 |
Weighted Average | ||
Servicing Assets at Fair Value [Line Items] | ||
Discount rates (as a percent) | 9.60% | 9.30% |
Annual prepayment speeds (as a percent) | 10.50% | 12.40% |
Cost of servicing | $ 81 | $ 81 |
Mortgage Servicing Rights - Sch
Mortgage Servicing Rights - Schedule of Analysis of Change in Fair Value (Details) - MSR - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Sensitivity Analysis of Fair Value of Interests Continued to be Held by Transferor, Servicing Assets or Liabilities, Impact of Adverse Change in Assumption [Line Items] | ||
+ 10% adverse change – effect on value, discount rate | $ (107,992) | $ (56,889) |
+ 20% adverse change – effect on value, discount rate | (208,567) | (110,040) |
+ 10% adverse change – effect on value, prepayment speeds | (138,807) | (87,752) |
+ 20% adverse change – effect on value, prepayment speeds | (267,964) | (169,230) |
+ 10% adverse change – effect on value, cost of servicing | (37,370) | (21,643) |
+ 20% adverse change – effect on value, cost of servicing | $ (74,741) | $ (43,285) |
Premises and Equipment, Net (De
Premises and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation and amortization | $ (46,353) | $ (25,720) |
Premises and equipment, net | 151,687 | 107,572 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 140,287 | 104,074 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 33,074 | 24,325 |
Furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 7 years | |
Software, including internally-developed | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 20,176 | 3,644 |
Software, including internally-developed | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Software, including internally-developed | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 7 years | |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 4,503 | $ 1,249 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Total lease expense under all operating leases | $ 11.9 | $ 10.9 | $ 9.5 |
Related party operating lease expense | 11.6 | 10.6 | 8.6 |
Variable lease expense | 0.7 | 0.6 | $ 0 |
Interest expense under finance leases | 2.2 | 0.8 | |
Amortization expense under finance leases | 14.4 | $ 5.2 | |
Related Party Finance Lease | |||
Lessee, Lease, Description [Line Items] | |||
Interest expense under finance leases | 0.9 | ||
Amortization expense under finance leases | $ 2 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining operating lease term | 8 months 18 days | ||
Remaining finance lease term | 9 months 1 day | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining operating lease term | 16 years | ||
Remaining finance lease term | 14 years |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lease, Cost [Abstract] | ||
Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows | $ 15,926 | $ 11,782 |
Cash paid for amounts included in the measurement of finance lease liabilities - financing and operating cash flows | 15,876 | 5,818 |
Operating lease right-of-use assets obtained in exchange for operating leases liabilities | 20,134 | 27,630 |
Financing lease right-of-use assets obtained in exchange for finance lease liabilities | $ 48,539 | $ 20,120 |
Leases - Schedule of Additional
Leases - Schedule of Additional Supplemental Flow Information Related to Leases (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted average remaining lease term – operating leases | 14 years 8 months 12 days | 15 years 10 months 24 days |
Weighted average remaining lease term – finance leases | 7 years 10 months 24 days | 2 years 4 months 24 days |
Weighted average discount rate – operating leases | 7.40% | 7.80% |
Weighted average discount rate – finance leases | 3.80% | 6.20% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Company's Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 12,444 | |
2023 | 12,206 | |
2024 | 12,206 | |
2025 | 12,322 | |
2026 | 12,328 | |
Thereafter | 120,834 | |
Total lease payments | 182,340 | |
Less imputed interest | (70,109) | |
Total | $ 112,231 | $ 104,534 |
Leases - Summary of Maturities
Leases - Summary of Maturities of the Company's Financing Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 18,767 | |
2023 | 13,189 | |
2024 | 5,625 | |
2025 | 2,527 | |
2026 | 2,634 | |
Thereafter | 24,321 | |
Total lease payments | 67,063 | |
Less imputed interest | (9,096) | |
Total | $ 57,967 | $ 23,132 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 28,249 | $ 35,230 |
Prepaid IT service and maintenance | 26,236 | 19,827 |
Other | 5,660 | 2,932 |
Total other assets | $ 60,145 | $ 57,989 |
Warehouse Lines of Credit - Sum
Warehouse Lines of Credit - Summary of Line of Credit (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Outstanding amount | $ 0 | $ 320,300,000 |
Warehouse Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Outstanding amount | 15,954,938,000 | 6,941,397,000 |
Current aggregate committed amount | 251,000,000 | |
Warehouse Line of Credit | Line of Credit Due May 24, 2022 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 150,000,000 | |
Outstanding amount | 144,534,000 | 140,237,000 |
Warehouse Line of Credit | Line of Credit Due July 6, 2022 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 200,000,000 | |
Outstanding amount | 197,976,000 | 198,705,000 |
Warehouse Line of Credit | Line of Credit Due October 20, 2022 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 400,000,000 | |
Outstanding amount | 372,895,000 | 248,947,000 |
Warehouse Line of Credit | Line of Credit Due November 9, 2022 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 300,000,000 | |
Outstanding amount | 280,637,000 | 249,006,000 |
Warehouse Line of Credit | Line of Credit Due December 22, 2022 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 250,000,000 | |
Outstanding amount | 192,614,000 | 86,928,000 |
Warehouse Line of Credit | Line of Credit Due January 9, 2023 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 1,000,000,000 | |
Outstanding amount | 963,495,000 | 769,510,000 |
Warehouse Line of Credit | Line of Credit Due February 22, 2023 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 3,500,000,000 | |
Outstanding amount | 3,349,395,000 | 1,344,851,000 |
Warehouse Line of Credit | Line of Credit Due February 22, 2023 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 1,300,000,000 | |
Outstanding amount | 1,230,017,000 | 666,891,000 |
Current aggregate committed amount | 750,000,000 | |
Warehouse Line of Credit | Line of Credit Due April 23, 2023 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 1,000,000,000 | |
Outstanding amount | 755,539,000 | 0 |
Warehouse Line of Credit | Line of Credit Due May 26, 2023 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 2,000,000,000 | |
Outstanding amount | 1,163,447,000 | 1,179,000 |
Warehouse Line of Credit | Line of Credit Due July 28, 2023 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 4,500,000,000 | |
Outstanding amount | 4,482,245,000 | 1,685,138,000 |
Current aggregate committed amount | 500,000,000 | |
Warehouse Line of Credit | Line Of Credit Due August 30, 2023 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 700,000,000 | |
Outstanding amount | 673,471,000 | 365,577,000 |
Warehouse Line of Credit | Line of Credit Due September 18, 2023 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 1,500,000,000 | |
Outstanding amount | 913,247,000 | 209,138,000 |
Warehouse Line of Credit | Line of Credit Due June 23, 2021 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 400,000,000 | |
Outstanding amount | 0 | 287,073,000 |
Warehouse Line of Credit | Line of Credit Due July 1, 2021 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 2,000,000,000 | |
Outstanding amount | 0 | 499,841,000 |
Warehouse Line of Credit | Line of Credit Due September 19, 2021 | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 150,000,000 | |
Outstanding amount | 0 | 112,429,000 |
Warehouse Line of Credit | Line of Credit, ASAP program | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 600,000,000 | |
Outstanding amount | 516,889,000 | 75,947,000 |
Warehouse Line of Credit | Line of Credit, EF | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 750,000,000 | |
Outstanding amount | $ 718,537,000 | $ 0 |
Warehouse Lines of Credit - Add
Warehouse Lines of Credit - Additional Information (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Outstanding amount | $ 0 | $ 320,300,000 |
Warehouse Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Outstanding amount | 15,954,938,000 | 6,941,397,000 |
Warehouse Line of Credit | Line of Credit, ASAP program | ||
Line of Credit Facility [Line Items] | ||
Outstanding amount | 516,889,000 | $ 75,947,000 |
Maximum borrowing capacity | 600,000,000 | |
Warehouse Line of Credit | Line of Credit, EF program | ||
Line of Credit Facility [Line Items] | ||
Outstanding amount | 718,500,000 | |
Warehouse Line of Credit | Line of Credit, Gestation line | ||
Line of Credit Facility [Line Items] | ||
Outstanding amount | 0 | |
Maximum borrowing capacity | $ 150,000,000 |
Senior Notes - Summary of Senio
Senior Notes - Summary of Senior Unsecured Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Nov. 22, 2021 | Dec. 31, 2020 | Nov. 03, 2020 |
Debt Instrument [Line Items] | ||||
Outstanding Balance | $ 2,000,000 | $ 800,000 | ||
Weighted average interest rate | 5.56% | 5.50% | ||
Senior Notes | 2025 Senior Notes, due 11/15/25 | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 5.50% | 5.50% | ||
Outstanding Balance | $ 800,000 | $ 800,000 | ||
Unamortized debt issuance costs and discounts | $ 8,500 | 10,700 | ||
Senior Notes | 2029 Senior Notes, due 4/15/29 | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 5.50% | 5.50% | ||
Outstanding Balance | $ 700,000 | 0 | ||
Unamortized debt issuance costs and discounts | $ 6,400 | |||
Senior Notes | 2027 Senior Notes, due 6/15/27 | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 5.75% | 5.75% | ||
Outstanding Balance | $ 500,000 | $ 0 | ||
Unamortized debt issuance costs and discounts | $ 5,000 |
Senior Notes - Additional Infor
Senior Notes - Additional Information (Details) - Senior Notes - USD ($) | 24 Months Ended | 31 Months Ended | 36 Months Ended | 60 Months Ended | ||||||
Nov. 14, 2022 | Jun. 14, 2024 | Jun. 15, 2027 | Nov. 15, 2025 | Apr. 14, 2024 | Apr. 15, 2029 | Dec. 31, 2021 | Nov. 22, 2021 | Apr. 07, 2021 | Nov. 03, 2020 | |
2025 Senior Notes, due 11/15/25 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 800,000,000 | |||||||||
Interest rate | 5.50% | 5.50% | ||||||||
2025 Senior Notes, due 11/15/25 | Forecast | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price percentage | 105.50% | 100.00% | ||||||||
2025 Senior Notes, due 11/15/25 | Forecast | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price percentage | 40.00% | |||||||||
2025 Senior Notes, due 11/15/25 | Forecast | Debt Instrument, Redemption, Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price percentage | 102.75% | |||||||||
2025 Senior Notes, due 11/15/25 | Forecast | Debt Instrument, Redemption, Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price percentage | 101.375% | |||||||||
2025 Senior Notes, due 11/15/25 | Forecast | Debt Instrument, Redemption, Period Three | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price percentage | 100.00% | |||||||||
2029 Senior Notes, due 4/15/29 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 700,000,000 | |||||||||
Interest rate | 5.50% | 5.50% | ||||||||
2029 Senior Notes, due 4/15/29 | Forecast | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price percentage | 105.50% | 100.00% | ||||||||
2029 Senior Notes, due 4/15/29 | Forecast | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price percentage | 40.00% | |||||||||
2029 Senior Notes, due 4/15/29 | Forecast | Debt Instrument, Redemption, Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price percentage | 102.75% | |||||||||
2029 Senior Notes, due 4/15/29 | Forecast | Debt Instrument, Redemption, Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price percentage | 101.375% | |||||||||
2029 Senior Notes, due 4/15/29 | Forecast | Debt Instrument, Redemption, Period Three | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price percentage | 100.00% | |||||||||
2027 Senior Notes, due 6/15/27 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 500,000,000 | |||||||||
Interest rate | 5.75% | 5.75% | ||||||||
2027 Senior Notes, due 6/15/27 | Forecast | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price percentage | 105.75% | 100.00% | ||||||||
2027 Senior Notes, due 6/15/27 | Forecast | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price percentage | 40.00% | |||||||||
2027 Senior Notes, due 6/15/27 | Forecast | Debt Instrument, Redemption, Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price percentage | 102.875% | |||||||||
2027 Senior Notes, due 6/15/27 | Forecast | Debt Instrument, Redemption, Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price percentage | 101.438% | |||||||||
2027 Senior Notes, due 6/15/27 | Forecast | Debt Instrument, Redemption, Period Three | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price percentage | 100.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Loans repurchased | $ 133.4 | $ 53.1 | $ 31.1 |
Commitments to extend credit to potential borrowers | $ 28,900 |
Commitments and Contingencies_2
Commitments and Contingencies - Activity of Representation and Warranties Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Representation And Warranty Reserve [Roll Forward] | ||||
Balance, beginning of period | $ 86,762 | $ 69,542 | $ 46,322 | $ 32,999 |
Reserve charged to operations | 45,301 | 36,510 | 19,153 | |
Losses realized, net | (28,081) | (13,290) | (5,830) | |
Balance, end of period | $ 86,762 | $ 69,542 | $ 46,322 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | ||
Percentage of beneficial interests in securitized assets | 5.00% | |
Fair value of investment securities pledged | $ 149,300 | |
Investment securities at fair value, pledged | 152,263 | $ 0 |
Borrowings against investment securities | $ 118,786 | $ 0 |
Minimum | Secured Debt | ||
Variable Interest Entity [Line Items] | ||
Maturity period | 7 months | |
Maximum | Secured Debt | ||
Variable Interest Entity [Line Items] | ||
Maturity period | 11 months | |
Holdings, LLC | ||
Variable Interest Entity [Line Items] | ||
Ownership percentage | 100.00% |
Non-controlling Interests (Deta
Non-controlling Interests (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Common Class A | |
Noncontrolling Interest [Line Items] | |
Number of shares issued in stock-based compensation plan | 6,430 |
Number of shares repurchased and retired | 11,498,330 |
Holdings, LLC | |
Noncontrolling Interest [Line Items] | |
Common Units | 1,593,682,092 |
Ownership Percentage | 100.00% |
Holdings, LLC | Common Class A | |
Noncontrolling Interest [Line Items] | |
Common Units | 91,612,305 |
Ownership Percentage by Noncontrolling Owners | 5.75% |
Holdings, LLC | Common Class B | SFS Corp | |
Noncontrolling Interest [Line Items] | |
Common Units | 1,502,069,787 |
Ownership Percentage by Parent | 94.25% |
Regulatory Net Worth Requirem_2
Regulatory Net Worth Requirements (Details) - Ginnie Mae, Freddie Mac and Fannie Mae $ in Millions | Dec. 31, 2021USD ($) |
Compliance with Regulatory Capital Requirements for Mortgage Companies [Line Items] | |
Minimum net worth requirement | $ 802 |
Liquidity requirement | $ 105.3 |
Minimum capital ratio | 6.00% |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Discretionary matching contribution (as a percent) | 50.00% | ||
Annual maximum contribution per team member | $ 2,500 | ||
Matching contribution | $ 6,800,000 | $ 4,800,000 | $ 2,700,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage loans at fair value | $ 17,473,324 | $ 7,916,515 |
Investment securities at fair value, pledged | 152,263 | |
Total assets | 21,007,895 | 7,977,587 |
Public and Private Warrants | 9,456 | |
Total liabilities | 46,197 | 66,237 |
IRLCs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 24,899 | 60,248 |
Derivative liability | 11,138 | 670 |
FLSCs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 42,457 | 824 |
Derivative liability | 25,603 | 65,567 |
Mortgage servicing rights | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage servicing rights | 3,314,952 | 1,760,304 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage loans at fair value | 0 | 0 |
Investment securities at fair value, pledged | 0 | |
Total assets | 0 | 0 |
Public and Private Warrants | 6,286 | |
Total liabilities | 6,286 | 0 |
Level 1 | IRLCs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivative liability | 0 | 0 |
Level 1 | FLSCs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivative liability | 0 | 0 |
Level 1 | Mortgage servicing rights | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage servicing rights | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage loans at fair value | 17,473,324 | 7,916,515 |
Investment securities at fair value, pledged | 152,263 | |
Total assets | 17,668,044 | 7,917,339 |
Public and Private Warrants | 3,170 | |
Total liabilities | 28,773 | 65,567 |
Level 2 | IRLCs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivative liability | 0 | 0 |
Level 2 | FLSCs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 42,457 | 824 |
Derivative liability | 25,603 | 65,567 |
Level 2 | Mortgage servicing rights | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage servicing rights | 0 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage loans at fair value | 0 | 0 |
Investment securities at fair value, pledged | 0 | |
Total assets | 3,339,851 | 60,248 |
Public and Private Warrants | 0 | |
Total liabilities | 11,138 | 670 |
Level 3 | IRLCs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 24,899 | 60,248 |
Derivative liability | 11,138 | 670 |
Level 3 | FLSCs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Derivative liability | 0 | $ 0 |
Level 3 | Mortgage servicing rights | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage servicing rights | $ 3,314,952 |
Fair Value Measurements - Quant
Fair Value Measurements - Quantitative Information (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
IRLCs | Pull-through rate | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative, measurement input | 0.86 | 0.92 |
Fair Value Measurements - Other
Fair Value Measurements - Other Financial Instruments (Details) - Senior Notes - Level 2 - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Carrying Amount | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, fair value | $ 1,980,112 | $ 789,323 |
Estimated Fair Value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, fair value | 2,007,715 | 841,300 |
2025 Senior Notes, due 11/15/25 | Carrying Amount | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, fair value | 791,513 | 789,323 |
2025 Senior Notes, due 11/15/25 | Estimated Fair Value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, fair value | 820,232 | 841,300 |
2029 Senior Notes, due 4/15/29 | Carrying Amount | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, fair value | 693,623 | 0 |
2029 Senior Notes, due 4/15/29 | Estimated Fair Value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, fair value | 686,623 | 0 |
2027 Senior Notes, due 6/15/27 | Carrying Amount | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, fair value | 494,976 | 0 |
2027 Senior Notes, due 6/15/27 | Estimated Fair Value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Long-term debt, fair value | $ 500,860 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)aircraft | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | |||
Rent expense | $ 11,900 | $ 10,900 | $ 9,500 |
Other general and administrative expenses | $ 133,334 | 98,856 | 91,076 |
CEO | |||
Related Party Transaction [Line Items] | |||
Number of units leased | aircraft | 2 | ||
Management | |||
Related Party Transaction [Line Items] | |||
Contract, initial term | 12 months | ||
Contract, renewal period | 12 months | ||
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Expenses of various companies related through common ownership | $ 21,100 | 15,000 | 11,200 |
Rent expense | 19,400 | 13,400 | 10,000 |
Legal fees | 600 | 600 | 600 |
Direct origination costs | 200 | 400 | 400 |
Other general and administrative expenses | $ 900 | $ 600 | $ 200 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense at the federal statutory rate | $ 331,431 | $ 710,842 | $ 87,162 |
Income attributable to non-controlling interest | (308,995) | 0 | 0 |
Income attributable to pass-through members | 0 | (710,842) | (87,162) |
Other | (12,595) | 2,450 | 0 |
Total provision for income taxes | $ 9,841 | $ 2,450 | $ 0 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current income tax expense: | |||
Federal | $ 73 | $ 0 | $ 0 |
State | 1,424 | 2,450 | 0 |
Total current income tax expense | 1,497 | 2,450 | 0 |
Deferred income tax expense: | |||
Federal | 7,494 | 0 | 0 |
State | 850 | 0 | 0 |
Total deferred income tax expense | 8,344 | 0 | 0 |
Total provision for income taxes | $ 9,841 | $ 2,450 | $ 0 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating losses | $ 10,831 | $ 0 |
Other | 104 | 0 |
Total deferred tax assets | 10,935 | 0 |
Valuation allowance | 0 | 0 |
Net deferred tax assets | 10,935 | 0 |
Deferred tax liabilities: | ||
Investment in partnership | (40,817) | 0 |
Other | (2,502) | 0 |
Total deferred tax liabilities | (43,319) | 0 |
Net deferred tax assets (liability) | $ (32,384) | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 21, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Deferred tax assets | $ 10,935 | $ 0 | |
Deferred tax liabilities | 43,319 | 0 | |
Net operating loss carryforwards | 10,831 | $ 0 | |
Net operating loss carryforwards subject to expiration | 1,200 | ||
Net operating loss carryforwards not subject to expiration | 9,600 | ||
Unrecognized tax benefits | 0 | ||
Unrecognized tax benefits, interest on income tax expense | 0 | ||
Unrecognized tax benefits, penalties on income tax expense | 0 | ||
Tax receivable agreement liability | 13,900 | $ 1,900 | |
Payments for tax receivable agreement | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense | $ 6.5 |
RSU | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation related to unvested awards | $ 15.4 |
Unvested awards, period for recognition | 2 years 1 month 6 days |
2020 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized for issuance | shares | 80,000,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of RSU Activity (Details) - RSU | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Shares | |
Unvested - beginning of period (in shares) | 0 |
Granted (in shares) | 3,193,510 |
Vested (in shares) | (6,430) |
Forfeited (in shares) | (374,760) |
Unvested - end of period (in shares) | 2,812,320 |
Weighted Average Grant Date Fair Value | |
Unvested - beginning of period (in usd per share) | $ / shares | $ 0 |
Granted (in usd per share) | $ / shares | 7.75 |
Vested (in usd per share) | $ / shares | 7.75 |
Forfeited (in usd per share) | $ / shares | 7.75 |
Unvested - end of period (in usd per share) | $ / shares | |
Tranche One | Independent Members of the Board of Directors | |
Shares | |
Vested (in shares) | (4,000) |
Tranche Two | |
Shares | |
Vested (in shares) | (2,430) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | Dec. 31, 2021 | Jan. 21, 2021 |
Common Class B | ||
Class of Stock [Line Items] | ||
Common stock outstanding (in shares) | 0 | 0 |
Earnings Per Share - Calculatio
Earnings Per Share - Calculation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jan. 20, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||||
Net income | $ 183,756 | $ 1,384,644 | $ 1,568,400 | $ 3,382,510 | $ 415,057 |
Net income attributable to non-controlling interests | 1,469,955 | ||||
Net income attributable to UWM Holdings Corporation | 98,445 | ||||
Net income attributable to Class A common shareholders | 98,445 | ||||
Net income attributable to Class A common shareholders - diluted | $ 1,064,606 | ||||
Weighted average shares of Class A common stock outstanding - basic (in shares) | 100,881,094 | ||||
Weighted average shares of Class A common stock outstanding - diluted (in shares) | 1,603,157,640 | ||||
Earnings per share of Class A common stock outstanding - basic (in usd per share) | $ 0.98 | ||||
Earnings per share of Class A common stock outstanding - diluted (in usd per share) | $ 0.66 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 01, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||||||
Aggregate unpaid principal balance | $ 3,314,952 | $ 3,314,952 | $ 1,756,864 | |||||
Proceeds from sale of mortgage servicing rights | 264,028 | 289,170 | $ 594,150 | |||||
Common Class A | ||||||||
Subsequent Event [Line Items] | ||||||||
Accumulated dividends for distribution | 300,400 | 300,400 | ||||||
Dividends paid | 9,200 | |||||||
MSR | ||||||||
Subsequent Event [Line Items] | ||||||||
Aggregate unpaid principal balance | $ 319,800,000 | $ 22,700,000 | $ 319,800,000 | $ 188,300,000 | ||||
Proceeds from sale of mortgage servicing rights | $ 269,900 | |||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from sale of mortgage servicing rights | $ 223,500 | $ 237,100 | ||||||
Subsequent Event | Common Class A | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividends declared (in usd per share) | $ 0.10 | |||||||
Subsequent Event | MSR | ||||||||
Subsequent Event [Line Items] | ||||||||
Aggregate unpaid principal balance | $ 20,600,000 | $ 21,300,000 |
Uncategorized Items - uwmc-2021
Label | Element | Value |
Partners' Capital Account, Acquisitions | us-gaap_PartnersCapitalAccountAcquisitions | $ 879,122,000 |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 1,100,000,000 |
Retained Earnings [Member] | ||
Partners' Capital Account, Acquisitions | us-gaap_PartnersCapitalAccountAcquisitions | 879,122,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | 183,756,000 |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | $ 1,100,000,000 |