Borrowings | Borrowings The Company maintains various funding facilities and other non-funding debt as shown in the tables below. Interest rates typically have two main components – a base rate (most commonly LIBOR or SOFR, some have a floor) plus a spread. The commitment fee charged by lenders for each of the facilities is an annual fee and is calculated based on the committed line amount multiplied by a negotiated rate. The fee rate ranges from 0% to 0.50% among the facilities except for the Senior Notes, which have no commitment fee. The Company is required to maintain certain covenants, including minimum tangible net worth, minimum liquidity, maximum total debt or liabilities to net worth ratio, pretax net income requirements, and other customary debt covenants, as defined in the agreements. The Company was in compliance with all covenants as of March 31, 2021. The amount owed and outstanding on the Company’s loan funding facilities fluctuates greatly based on its origination volume, the amount of time it takes the Company to sell the loans it originates, and the Company’s ability to use the cash to self-fund loans. In addition to self-funding, the Company may from time to time use surplus cash to “buy-down” the effective interest rate of certain loan funding facilities or to self-fund a portion of our loan originations. As of March 31, 2021, $3,146,623 of the Company’s cash was used to buy-down our funding facilities and self-fund, $475,000 of which are buy-down funds that are included in Cash and cash equivalents on the Condensed Consolidated Balance Sheets and an estimated $2,671,623 of which is discretionary self-funding that reduces Cash and cash equivalents on the Condensed Consolidated Balance Sheets. The Company has the right to withdraw the $475,000 at any time, unless a margin call has been made or a default has occurred under the relevant facilities. The Company has an estimated $2,671,623 of discretionary self-funded loans, of which a portion can be transferred to a warehouse line or the early buy out line, provided that such loans meet the eligibility criteria to be placed on such lines. The remaining portion will be funded in normal course over a short period of time, generally less than one month. A large unanticipated margin call could also have a material adverse effect on the Company’s liquidity. Furthermore, refer to Note 3, Mortgage Servicing Rights for additional information regarding the MSRs financing liability with the MSRs sold during the fourth quarter of 2020. The terms of the Senior Notes restrict our ability and the ability of our subsidiary guarantors among other things to: (1) incur additional debt or issue preferred stock; (2) pay dividends or make distributions in respect of capital stock; (3) purchase or redeem capital stock; (4) make investments or other restricted payments; (5) sell assets; (6) enter into transactions with affiliates; (7) effect a consolidation or merger, taken as a whole; (8) designate our subsidiaries as unrestricted subsidiaries, unless certain conditions are met, as defined in the agreements; (9) merge, consolidate or sell, transfer or lease assets, and; (10) create liens on assets. Items (1) through (9) apply to the 2028 Senior Notes. Items (9) and (10) apply to the 2029 and 2031 Senior Notes, which have investment grade covenants. Funding Facilities Facility Type Collateral Maturity Line Amount Committed Line Amount Outstanding Balance March 31, 2021 Outstanding Balance December 31, 2020 MRA funding: 1) Master Repurchase Agreement (7) Mortgage loans held for sale (6) 10/22/2021 $ 2,000,000 $ 100,000 $ 998,397 $ 999,752 2) Master Repurchase Agreement (7) Mortgage loans held for sale (6) 12/2/2021 1,500,000 500,000 1,128,746 1,320,484 3) Master Repurchase Agreement (7) Mortgage loans held for sale (6) 4/22/2022 2,750,000 1,000,000 904,931 2,407,156 4) Master Repurchase Agreement (1)(7) Mortgage loans held for sale (6) 1/26/2022 2,000,000 1,700,000 1,672,731 1,953,949 5) Master Repurchase Agreement (2)(7) Mortgage loans held for sale (6) 4/22/2021 3,000,000 500,000 2,466,830 2,004,707 6) Master Repurchase Agreement (3)(7) Mortgage loans held for sale (6) 9/5/2022 2,000,000 1,000,000 449,622 1,780,902 7) Master Repurchase Agreement (7) Mortgage loans held for sale (6) 9/16/2021 1,750,000 1,137,500 1,108,254 1,343,130 8) Master Repurchase Agreement (7) Mortgage loans held for sale (6) 6/12/2021 400,000 — 150,166 219,786 9) Master Repurchase Agreement (7) Mortgage loans held for sale (6) 9/24/2021 1,500,000 750,000 790,446 983,126 10) Master Repurchase Agreement (7) Mortgage loans held for sale (6) 10/9/2021 500,000 — 155,601 480,544 11) Master Repurchase Agreement (7) Mortgage loans held for sale (6) 12/17/2021 1,000,000 500,000 438,412 765,432 18,400,000 7,187,500 10,264,136 14,258,968 Early Funding: 12) Early Funding Facility (4)(7) Mortgage loans held for sale (6) (4) 4,000,000 — 3,032,857 2,514,193 13) Early Funding Facility (5)(7) Mortgage loans held for sale (6) (5) 3,000,000 — 1,155,679 969,412 7,000,000 — 4,188,536 3,483,605 Total $ 25,400,000 $ 7,187,500 $ 14,452,672 $ 17,742,573 (1) This facility has a 12-month initial term, which can be extended for 3-months at each subsequent 3-month anniversary from the initial start date. Subsequent to March 31, 2021, this facility was amended to decrease the total facility size to $1,600,000 with $1,500,000 committed and was extended to April 26, 2022. (2) Subsequent to March 31, 2021, this facility was renewed which extended the expiration date to April 20, 2023. (3) Subsequent to March 31, 2021, this facility decreased its commitment amount to $500,000. (4) This facility is an evergreen agreement with no stated termination or expiration date. This agreement can be terminated by either party upon written notice. (5) This facility will have an overall line size of $3,000,000, which will be reviewed every 90 days. This facility is an evergreen agreement with no stated termination or expiration date. This agreement can be terminated by either party upon written notice. (6) The Company has multiple borrowing facilities in the form of asset sales under agreements to repurchase. These borrowing facilities are secured by mortgage loans held for sale at fair value as the first priority security interest. (7) The interest rates charged by lenders of the funding facilities ranged from 1.00% to 2.25%, plus the applicable base rate, for the three months ending March 31, 2021 and from 0.40% to 2.30%, plus the applicable base rate for the year ending December 31, 2020. Other Financing Facilities Facility Type Collateral Maturity Line Amount Committed Line Amount Outstanding Balance March 31, 2021 Outstanding Balance December 31, 2020 Line of Credit Financing Facilities 1) Unsecured line of credit (1) — 7/27/2025 $ 2,000,000 $ — $ — $ — 2) Unsecured line of credit (1) — 7/31/2025 100,000 — — — 3) Revolving credit facility (3) — 8/10/2023 1,000,000 1,000,000 300,000 300,000 4) MSRs line of credit (3) MSRs 10/22/2021 200,000 — — — 5) MSRs line of credit (2)(3) MSRs (2) 200,000 200,000 75,000 75,000 $ 3,500,000 $ 1,200,000 $ 375,000 $ 375,000 Early Buy out Financing Facility 6) Early buy out facility (3)(4) Loans/ Advances 3/13/2023 $ 2,600,000 $ — $ 635,712 $ 330,266 (1) Refer to Note 6, Transactions with Related Parties for additional details regarding this unsecured line of credit (2) This MSRs facility can be drawn upon for corporate purposes and is collateralized by GSE MSRs within our servicing portfolio. This facility has a 5-year total commitment comprised of a 3-year revolving period that expires on April 30, 2022 followed by a 2-year amortization period that expires on April 30, 2024. (3) The interest rates charged by lenders of the other funding facilities ranged from 1.25% to 4.00%, plus the applicable base rate, for the three months ending March 31, 2021 and for the year ending December 31, 2020. (4) Subsequent to March 31, 2021, utilization of the early buy out facility has increased to approximately $2,000,000 due to greater eligible collateral. Unsecured Senior Notes Facility Type Maturity Interest Rate Outstanding Balance March 31, 2021 Outstanding Balance December 31, 2020 Unsecured Senior Notes (1) 1/15/2028 5.250 % 1,010,000 1,010,000 Unsecured Senior Notes (2) 3/1/2029 3.625 % 750,000 750,000 Unsecured Senior Notes (3) 3/1/2031 3.875 % 1,250,000 1,250,000 Total Senior Notes $ 3,010,000 $ 3,010,000 Weighted Average Interest Rate 4.27 % 4.27 % (1) The 2028 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs and discounts are presented net against the Senior Notes reducing the $1,010,000 carrying amount on the Condensed Consolidated Balance Sheets by $7,901 and $6,572 as of March 31, 2021, respectively and $8,197 and $6,817 as of December 31, 2020, respectively. (2) The 2029 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs and discounts are presented net against the Senior Notes reducing the $750,000 carrying amount on the Condensed Consolidated Balance Sheets by $7,803 and $8,053 as of March 31, 2021 and December 31, 2020, respectively. (3) The 2031 Senior Notes are unsecured obligation notes with no asset required to pledge for this borrowing. Unamortized debt issuance costs and discounts are presented net against the Senior Notes reducing the $1,250,000 carrying amount on the Condensed Consolidated Balance Sheets by $13,548 and $13,887 as of March 31, 2021 and December 31, 2020, respectively. Refer to Note 2, Fair Value Measurements for information pertaining to the fair value of the Company’s debt as of March 31, 2021 and December 31, 2020. |