Separate Financial Information of Subsidiary Guarantors of Indebtedness (Tables)

6 Months Ended

Jun. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Condensed Consolidating Balance Sheets

Presented below are the condensed consolidating financial information of the Parent Company, the guarantor subsidiaries on a combined basis, and the non-guarantor subsidiaries on a combined basis.

Condensed Consolidating Balance Sheet
June 30, 2017
Unaudited
(in thousands)
	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries and VIEs		Eliminations and Reclassifications			Consolidated
ASSETS
Cash and cash equivalents	$	1,012		$	400,362	$	77,000	$	—		$	478,374
Restricted cash and cash equivalents	1,502			139,485		31,690		—			172,677
Residential loans at amortized cost, net	12,146			254,368		442,566		—			709,080
Residential loans at fair value	—			11,499,863		406,006		—			11,905,869
Receivables, net	17,180			125,949		12,121		—			155,250
Servicer and protective advances, net	—			440,864		455,100		19,221			915,185
Servicing rights, net	—			935,898		—		—			935,898
Goodwill	—			47,747		—		—			47,747
Intangible assets, net	—			9,718		—		—			9,718
Premises and equipment, net	979			65,183		—		—			66,162
Deferred tax assets, net	856			—		—		(856		)	—
Other assets	27,540			148,652		23,362		—			199,554
Due from affiliates, net	363,630			—		—		(363,630		)	—
Investments in consolidated subsidiaries and VIEs	1,614,885			68,052		—		(1,682,937		)	—
Total assets	$	2,039,730		$	14,136,141	$	1,447,845	$	(2,028,202	)	$	15,595,514
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Payables and accrued liabilities	$	35,751		$	668,206	$	4,994	$	(7,561	)	$	701,390
Servicer payables	—			143,785		—		—			143,785
Servicing advance liabilities	—			119,579		424,555		—			544,134
Warehouse borrowings	—			1,332,126		—		—			1,332,126
Servicing rights related liabilities at fair value	—			1,314		—		—			1,314
Corporate debt	2,116,960			—		—		—			2,116,960
Mortgage-backed debt	—			—		877,775		—			877,775
HMBS related obligations at fair value	—			9,986,409		—		—			9,986,409
Deferred tax liabilities, net	—			5,458		—		(856		)	4,602
Obligation to fund Non-Guarantor VIEs	—			51,394		—		(51,394		)	—
Due to affiliates, net	—			358,997		4,633		(363,630		)	—
Total liabilities	2,152,711			12,667,268		1,311,957		(423,441		)	15,708,495
Stockholders' equity (deficit):
Total stockholders' equity (deficit)	(112,981		)	1,468,873		135,888		(1,604,761		)	(112,981		)
Total liabilities and stockholders' equity (deficit)	$	2,039,730		$	14,136,141	$	1,447,845	$	(2,028,202	)	$	15,595,514

Condensed Consolidating Balance Sheet
December 31, 2016
(in thousands)
	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries and VIEs		Eliminations and Reclassifications			Consolidated
ASSETS
Cash and cash equivalents	$	773		$	221,825	$	2,000	$	—		$	224,598
Restricted cash and cash equivalents	1,502			158,204		44,757		—			204,463
Residential loans at amortized cost, net	12,891			189,441		462,877		—			665,209
Residential loans at fair value	—			11,924,043		492,499		—			12,416,542
Receivables, net	97,424			154,852		15,686		—			267,962
Servicer and protective advances, net	—			481,099		688,961		25,320			1,195,380
Servicing rights, net	—			1,029,719		—		—			1,029,719
Goodwill	—			47,747		—		—			47,747
Intangible assets, net	—			11,347		—		—			11,347
Premises and equipment, net	1,181			81,447		—		—			82,628
Assets held for sale	—			65,045		6,040		—			71,085
Other assets	30,789			191,671		19,830		—			242,290
Due from affiliates, net	392,998			—		—		(392,998		)	—
Investments in consolidated subsidiaries and VIEs	1,620,339			134,612		—		(1,754,951		)	—
Total assets	$	2,157,897		$	14,691,052	$	1,732,650	$	(2,122,629	)	$	16,458,970
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Payables and accrued liabilities	$	53,337		$	708,070	$	5,474	$	(7,870	)	$	759,011
Servicer payables	—			146,332		—		—			146,332
Servicing advance liabilities	—			132,664		650,565		—			783,229
Warehouse borrowings	—			1,203,355		—		—			1,203,355
Servicing rights related liabilities at fair value	—			1,902		—		—			1,902
Corporate debt	2,129,000			—		—		—			2,129,000
Mortgage-backed debt	—			—		943,956		—			943,956
HMBS related obligations at fair value	—			10,509,449		—		—			10,509,449
Deferred tax liabilities, net	—			3,204		1,570		—			4,774
Liabilities held for sale	—			1,179		1,223		—			2,402
Obligation to fund Non-Guarantor VIEs	—			46,417		—		(46,417		)	—
Due to affiliates, net	—			392,812		185		(392,997		)	—
Total liabilities	2,182,337			13,145,384		1,602,973		(447,284		)	16,483,410
Stockholders' equity (deficit):
Total stockholders' equity (deficit)	(24,440		)	1,545,668		129,677		(1,675,345		)	(24,440		)
Total liabilities and stockholders' equity (deficit)	$	2,157,897		$	14,691,052	$	1,732,650	$	(2,122,629	)	$	16,458,970

Condensed Consolidating Statements of Comprehensive Income (Loss)

Condensed Consolidating Statement of Comprehensive Loss
For the Three Months Ended June 30, 2017
Unaudited
(in thousands)
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries and VIEs			Eliminations and Reclassifications			Consolidated
REVENUES
Net servicing revenue and fees	$	—		$	93,323		$	—		$	(2,002	)	$	91,321
Net gains on sales of loans	—			70,545			—			—			70,545
Net fair value gains on reverse loans and related HMBS obligations	—			7,872			—			—			7,872
Interest income on loans	235			344			9,910			—			10,489
Insurance revenue	—			2,650			—			—			2,650
Other revenues	27			25,869			14,682			(14,668		)	25,910
Total revenues	262			200,603			24,592			(16,670		)	208,787
EXPENSES
General and administrative	13,660			116,254			2,712			(15,082		)	117,544
Salaries and benefits	10,319			90,752			—			—			101,071
Interest expense	35,137			14,175			11,587			(15		)	60,884
Depreciation and amortization	182			9,860			—			—			10,042
Corporate allocations	(16,890		)	16,890			—			—			—
Other expenses, net	62			2,091			901			—			3,054
Total expenses	42,470			250,022			15,200			(15,097		)	292,595
OTHER GAINS (LOSSES)
Gain on sale of business	—			7			—			—			7
Other net fair value gains (losses)	—			141			(8,246		)	—			(8,105		)
Loss on extinguishment	—			(266		)	(443		)	—			(709		)
Total other losses	—			(118		)	(8,689		)	—			(8,807		)
Income (loss) before income taxes	(42,208		)	(49,537		)	703			(1,573		)	(92,615		)
Income tax expense (benefit)	(11,051		)	10,629			2,196			(80		)	1,694
Income (loss) before equity in losses of consolidated subsidiaries and VIEs	(31,157		)	(60,166		)	(1,493		)	(1,493		)	(94,309		)
Equity in losses of consolidated subsidiaries and VIEs	(63,152		)	(3,469		)	—			66,621			—
Net loss	$	(94,309	)	$	(63,635	)	$	(1,493	)	$	65,128		$	(94,309	)
Comprehensive loss	$	(94,314	)	$	(63,635	)	$	(1,493	)	$	65,128		$	(94,314	)

Condensed Consolidating Statement of Comprehensive Loss
For the Three Months Ended June 30, 2016
Unaudited
(in thousands)
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries and VIEs			Eliminations and Reclassifications			Consolidated
REVENUES
Net servicing revenue and fees	$	—		$	34,179		$	—		$	(2,243	)	$	31,936
Net gains on sales of loans	—			100,176			—			—			100,176
Net fair value gains (losses) on reverse loans and related HMBS obligations	—			7,876			(226		)	—			7,650
Interest income on loans	295			98			11,456			—			11,849
Insurance revenue	—			10,433			1,032			(188		)	11,277
Other revenues, net	(402		)	25,728			16,469			(17,210		)	24,585
Total revenues	(107		)	178,490			28,731			(19,641		)	187,473
EXPENSES
General and administrative	11,348			137,748			3,261			(16,581		)	135,776
Salaries and benefits	18,583			115,098			—			—			133,681
Interest expense	35,920			12,136			17,119			(775		)	64,400
Depreciation and amortization	175			14,191			174			—			14,540
Goodwill impairment	—			215,412			—			—			215,412
Corporate allocations	(29,255		)	29,255			—			—			—
Other expenses, net	146			725			1,026			—			1,897
Total expenses	36,917			524,565			21,580			(17,356		)	565,706
OTHER GAINS (LOSSES)
Other net fair value gains (losses)	—			154			(973		)	—			(819		)
Other	—			(532		)	—			—			(532		)
Total other losses	—			(378		)	(973		)	—			(1,351		)
Income (loss) before income taxes	(37,024		)	(346,453		)	6,178			(2,285		)	(379,584		)
Income tax expense (benefit)	(15,276		)	122,851			3,149			(345		)	110,379
Income (loss) before equity in earnings (losses) of consolidated subsidiaries and VIEs	(21,748		)	(469,304		)	3,029			(1,940		)	(489,963		)
Equity in earnings (losses) of consolidated subsidiaries and VIEs	(468,215		)	305			—			467,910			—
Net income (loss)	$	(489,963	)	$	(468,999	)	$	3,029		$	465,970		$	(489,963	)
Comprehensive income (loss)	$	(489,947	)	$	(468,999	)	$	3,029		$	465,970		$	(489,947	)

Condensed Consolidating Statement of Comprehensive Loss
For the Six Months Ended June 30, 2017
Unaudited
(in thousands)
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries and VIEs			Eliminations and Reclassifications			Consolidated
REVENUES
Net servicing revenue and fees	$	—		$	208,588		$	—		$	(4,080	)	$	204,508
Net gains on sales of loans	—			144,901			—			—			144,901
Net fair value gains on reverse loans and related HMBS obligations	—			22,532			42			—			22,574
Interest income on loans	474			624			20,371			—			21,469
Insurance revenue	—			7,338			309			(57		)	7,590
Other revenues	171			52,832			31,711			(31,684		)	53,030
Total revenues	645			436,815			52,433			(35,821		)	454,072
EXPENSES
General and administrative	29,366			243,848			5,340			(29,383		)	249,171
Salaries and benefits	21,821			187,207			—			—			209,028
Interest expense	70,223			27,253			23,848			(30		)	121,294
Depreciation and amortization	362			20,559			53			—			20,974
Corporate allocations	(41,001		)	41,001			—			—			—
Other expenses, net	203			3,230			2,404			—			5,837
Total expenses	80,974			523,098			31,645			(29,413		)	606,304
OTHER GAINS (LOSSES)
Gain on sale of business	—			67,734			—			—			67,734
Other net fair value losses	—			(1,206		)	(1,816		)	—			(3,022		)
Loss on extinguishment	—			(266		)	(443		)	—			(709		)
Total other gains (losses)	—			66,262			(2,259		)	—			64,003
Income (loss) before income taxes	(80,329		)	(20,021		)	18,529			(6,408		)	(88,229		)
Income tax expense (benefit)	(34,582		)	33,327			3,162			(335		)	1,572
Income (loss) before equity in earnings (losses) of consolidated subsidiaries and VIEs	(45,747		)	(53,348		)	15,367			(6,073		)	(89,801		)
Equity in earnings (losses) of consolidated subsidiaries and VIEs	(44,054		)	11,357			—			32,697			—
Net income (loss)	$	(89,801	)	$	(41,991	)	$	15,367		$	26,624		$	(89,801	)
Comprehensive income (loss)	$	(89,823	)	$	(41,991	)	$	15,367		$	26,624		$	(89,823	)

Condensed Consolidating Statement of Comprehensive Loss
For the Six Months Ended June 30, 2016
Unaudited
(in thousands)
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries and VIEs			Eliminations and Reclassifications			Consolidated
REVENUES
Net servicing revenue and fees	$	—		$	(69,296	)	$	—		$	(4,530	)	$	(73,826	)
Net gains on sales of loans	—			184,653			—			—			184,653
Net fair value gains (losses) on reverse loans and related HMBS obligations	—			43,084			(226		)	—			42,858
Interest income on loans	612			202			23,206			—			24,020
Insurance revenue	—			19,928			2,100			(384		)	21,644
Other revenues, net	(808		)	57,242			32,085			(33,624		)	54,895
Total revenues	(196		)	235,813			57,165			(38,538		)	254,244
EXPENSES
General and administrative	22,589			271,565			6,396			(35,168		)	265,382
Salaries and benefits	31,093			235,227			—			—			266,320
Interest expense	71,816			23,709			34,735			(1,612		)	128,648
Depreciation and amortization	364			28,246			353			—			28,963
Goodwill impairment	—			215,412			—			—			215,412
Corporate allocations	(51,123		)	51,123			—			—			—
Other expenses, net	417			1,964			2,022			—			4,403
Total expenses	75,156			827,246			43,506			(36,780		)	909,128
OTHER GAINS (LOSSES)
Other net fair value gains (losses)	—			370			(3,333		)	—			(2,963		)
Gain on extinguishment	928			—			—			—			928
Other	—			(1,556		)	—			—			(1,556		)
Total other gains (losses)	928			(1,186		)	(3,333		)	—			(3,591		)
Income (loss) before income taxes	(74,424		)	(592,619		)	10,326			(1,758		)	(658,475		)
Income tax expense (benefit)	(12,742		)	12,979			4,097			(144		)	4,190
Income (loss) before equity in earnings (losses) of consolidated subsidiaries and VIEs	(61,682		)	(605,598		)	6,229			(1,614		)	(662,665		)
Equity in earnings (losses) of consolidated subsidiaries and VIEs	(600,983		)	678			—			600,305			—
Net income (loss)	$	(662,665	)	$	(604,920	)	$	6,229		$	598,691		$	(662,665	)
Comprehensive income (loss)	$	(662,624	)	$	(604,920	)	$	6,229		$	598,691		$	(662,624	)

Condensed Consolidating Statements of Cash Flows

Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2017
Unaudited
(in thousands)
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries and VIEs			Eliminations and Reclassifications			Consolidated
Cash flows provided by operating activities	$	12,930		$	133,943		$	266,395		$	—		$	413,268
Investing activities
Purchases and originations of reverse loans held for investment	—			(216,948		)	—			—			(216,948		)
Principal payments received on reverse loans held for investment	—			558,003			—			—			558,003
Principal payments received on mortgage loans held for investment	738			—			46,940			—			47,678
Payments received on charged-off loans held for investment	—			9,205			—			—			9,205
Payments received on receivables related to Non-Residual Trusts	—			—			6,294			—			6,294
Proceeds from sales of real estate owned, net	34			70,619			1,928			—			72,581
Purchases of premises and equipment	(159		)	(2,153		)	—			—			(2,312		)
Decrease in restricted cash and cash equivalents	—			530			459			—			989
Payments for acquisitions of businesses, net of cash acquired	—			(1,019		)	—			—			(1,019		)
Acquisitions of servicing rights, net	—			(152		)	—			—			(152		)
Proceeds from sale of servicing rights, net	—			38,817			—			—			38,817
Proceeds from sale of business	—			131,074			—			—			131,074
Capital contributions to subsidiaries and VIEs	(98,803		)	(3,718		)	—			102,521			—
Returns of capital from subsidiaries and VIEs	145,667			46,395			—			(192,062		)	—
Change in due from affiliates	32,529			77,767			8,502			(118,798		)	—
Other	11,500			(2,059		)	—			—			9,441
Cash flows provided by investing activities	91,506			706,361			64,123			(208,339		)	653,651
Financing activities
Payments on corporate debt	(21,285		)	—			—			—			(21,285		)
Proceeds from securitizations of reverse loans	—			278,011			—			—			278,011
Payments on HMBS related obligations	—			(890,737		)	—			—			(890,737		)
Issuances of servicing advance liabilities	—			85,779			594,030			—			679,809
Payments on servicing advance liabilities	—			(98,865		)	(821,068		)	—			(919,933		)
Net change in warehouse borrowings related to mortgage loans	—			(175,701		)	—			—			(175,701		)
Net change in warehouse borrowings related to reverse loans	—			304,472			—			—			304,472
Payments on servicing rights related liabilities	—			(1,709		)	—			—			(1,709		)
Payments on mortgage-backed debt	—			—			(66,422		)	—			(66,422		)
Other debt issuance costs paid	—			(1,926		)	(134		)	—			(2,060		)
Capital contributions	—			23,804			78,717			(102,521		)	—
Capital distributions	—			(144,341		)	(47,721		)	192,062			—
Change in due to affiliates	(82,848		)	(40,883		)	4,933			118,798			—
Other	(64		)	329			2,147			—			2,412
Cash flows used in financing activities	(104,197		)	(661,767		)	(255,518		)	208,339			(813,143		)
Net increase in cash and cash equivalents	239			178,537			75,000			—			253,776
Cash and cash equivalents at the beginning of the period	773			221,825			2,000			—			224,598
Cash and cash equivalents at the end of the period	$	1,012		$	400,362		$	77,000		$	—		$	478,374

Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2016
Unaudited
(in thousands)
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries and VIEs			Eliminations and Reclassifications			Consolidated
Cash flows provided by (used in) operating activities	$	(88,861	)	$	166,164		$	232,742		$	—		$	310,045
Investing activities
Purchases and originations of reverse loans held for investment	—			(384,816		)	—			—			(384,816		)
Principal payments received on reverse loans held for investment	—			473,617			—			—			473,617
Principal payments received on mortgage loans held for investment	654			—			44,584			—			45,238
Payments received on charged-off loans held for investment	—			12,542			—			—			12,542
Payments received on receivables related to Non-Residual Trusts	—			—			4,011			—			4,011
Proceeds from sales of real estate owned, net	4			50,091			1,829			—			51,924
Purchases of premises and equipment	(411		)	(22,227		)	—			—			(22,638		)
Decrease in restricted cash and cash equivalents	9,011			1,260			57			—			10,328
Payments for acquisitions of businesses, net of cash acquired	—			(1,947		)	—			—			(1,947		)
Acquisitions of servicing rights, net	—			(8,410		)	—			—			(8,410		)
Proceeds from sales of servicing rights	—			19,920			—			—			19,920
Capital contributions to subsidiaries and VIEs	—			(4,122		)	—			4,122			—
Returns of capital from subsidiaries and VIEs	9,410			6,693			—			(16,103		)	—
Change in due from affiliates	71,923			43,029			(6,960		)	(107,992		)	—
Other	162			(2,336		)	—			—			(2,174		)
Cash flows provided by investing activities	90,753			183,294			43,521			(119,973		)	197,595
Financing activities
Payments on corporate debt	—			(345		)	—			—			(345		)
Extinguishments and settlement of debt	(6,327		)	—			—			—			(6,327		)
Proceeds from securitizations of reverse loans	—			410,107			—			—			410,107
Payments on HMBS related obligations	—			(590,678		)	—			—			(590,678		)
Issuances of servicing advance liabilities	—			128,450			687,350			—			815,800
Payments on servicing advance liabilities	—			(182,557		)	(861,415		)	—			(1,043,972		)
Net change in warehouse borrowings related to mortgage loans	—			(59,801		)	—			—			(59,801		)
Net change in warehouse borrowings related to reverse loans	—			115,515			—			—			115,515
Proceeds from financing of servicing rights	—			29,738			—			—			29,738
Payments on servicing rights related liabilities	—			(9,639		)	—			—			(9,639		)
Payments on mortgage-backed debt	—			—			(52,017		)	—			(52,017		)
Other debt issuance costs paid	—			(5,870		)	(42		)	—			(5,912		)
Capital contributions	—			—			4,122			(4,122		)	—
Capital distributions	—			(5,840		)	(10,263		)	16,103			—
Change in due to affiliates	1,442			(64,531		)	(44,903		)	107,992			—
Other	(703		)	(246		)	905			—			(44		)
Cash flows used in financing activities	(5,588		)	(235,697		)	(276,263		)	119,973			(397,575		)
Net increase (decrease) in cash and cash equivalents	(3,696		)	113,761			—			—			110,065
Cash and cash equivalents at the beginning of the period	4,016			196,812			2,000			—			202,828
Cash and cash equivalents at the end of the period	$	320		$	310,573		$	2,000		$	—		$	312,893