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WAREHOUSE NOTES PAYABLE
3 Months Ended
Mar. 31, 2020
WAREHOUSE NOTES PAYABLE  
Warehouse Notes Payable

NOTE 6—WAREHOUSE NOTES PAYABLE

At March 31, 2020, to provide financing for the Company’s loan origination activities, the Company has arranged for warehouse lines of credit. In support of the Agencies’ programs, the Company has committed and uncommitted warehouse lines of credit in the amount of $2.7 billion with certain national banks and a $1.5 billion uncommitted facility with Fannie Mae (collectively, the “Agency Warehouse Facilities”). The Company has pledged substantially all of its loans held for sale against the Agency Warehouse Facilities.

Additionally, at March 31, 2020, the Company has arranged for warehouse lines of credit in the amount of $0.5 billion with certain national banks to assist in funding loans held for investment under the Interim Program (“Interim Warehouse Facilities”). The Company has pledged all of its loans held for investment for which funding is obtained against these Interim Warehouse Facilities.

The following table provides additional detail about the warehouse lines of credit at March 31, 2020:

March 31, 2020

 

(dollars in thousands)

    

Committed

    

Uncommitted

Total Facility

Outstanding

    

    

 

Facility1

Amount

Amount

Capacity

Balance

Interest rate

 

Agency Warehouse Facility #1

$

350,000

$

200,000

$

550,000

$

173,125

 

30-day LIBOR plus 1.15%

Agency Warehouse Facility #2

 

500,000

 

300,000

 

800,000

 

207,948

 

30-day LIBOR plus 1.15%

Agency Warehouse Facility #3

 

500,000

 

 

500,000

 

303,605

 

30-day LIBOR plus 1.15%

Agency Warehouse Facility #4

350,000

350,000

141,921

30-day LIBOR plus 1.15%

Agency Warehouse Facility #5

500,000

500,000

207,317

30-day LIBOR plus 1.15%

Total National Bank Agency Warehouse Facilities

$

1,700,000

$

1,000,000

$

2,700,000

$

1,033,916

Fannie Mae repurchase agreement, uncommitted line and open maturity

 

 

1,500,000

 

1,500,000

 

51,235

 

Total Agency Warehouse Facilities

$

1,700,000

$

2,500,000

$

4,200,000

$

1,085,151

Interim Warehouse Facility #1

$

135,000

$

$

135,000

$

100,300

 

30-day LIBOR plus 1.90%

Interim Warehouse Facility #2

 

100,000

 

 

100,000

 

49,256

 

30-day LIBOR plus 1.65%

Interim Warehouse Facility #3

 

75,000

 

75,000

 

150,000

 

42,741

 

30-day LIBOR plus 1.90% to 2.50%

Interim Warehouse Facility #4

100,000

100,000

30-day LIBOR plus 1.75%

Interim Warehouse Facility #52

29,184

29,184

29,184

30-day LIBOR plus 3.00%

Total National Bank Interim Warehouse Facilities

$

439,184

$

75,000

$

514,184

$

221,481

Debt issuance costs

 

 

 

 

(786)

Total warehouse facilities

$

2,139,184

$

2,575,000

$

4,714,184

$

1,305,846

1 Agency Warehouse Facilities, including the Fannie Mae repurchase agreement are used to fund loans held for sale, while Interim Warehouse Facilities are used to fund loans held for investment.

2 Interim warehouse facility #5 bears interest at 30-day LIBOR plus 3.00%, with an interest-rate floor of 4.50%

During the second quarter of 2020, the Company executed the fifth amendment to the warehouse agreement related to Agency Warehouse Facility #2 that temporarily increased the total facility capacity by $2.4 billion to $3.2 billion to fund a large portfolio of loans. The temporary increase expires 60 days after the loans are funded. No other material modifications were made to the agreement during 2020.

During the second quarter of 2020, the Company executed the 11th amendment to the warehouse agreement related to Agency Warehouse Facility #3 that extended the maturity date to April 30, 2021 for the committed borrowing capacity and added $265.0 million in uncommitted borrowing capacity that bears interest at the same rate and has the same maturity date as the committed facility. No other material modifications were made to the agreement during 2020.

During the second quarter of 2020, the Company executed the 11th amendment to the credit and security agreement related to Interim Warehouse Facility #1 that extended the maturity date to April 30, 2021. No other material modifications were made to the agreement during 2020.

During the first quarter of 2020, the Company executed a loan and security agreement to establish Interim Warehouse Facility #5. The $29.2 million committed warehouse loan and security agreement with a national bank funds two specific loans. The agreement provides for maturity dates to coincide with the maturity dates for the underlying two specific loans. Based on the current underlying loans, the maximum allowable loan term is two and a half years. Borrowings under the facility are full recourse to the Company and bear interest at 30-day LIBOR plus 300 basis points, with an interest-rate floor of 450 basis points. Repayments under the credit agreement are interest-only, with principal repayments made upon the earlier of the refinancing of an underlying mortgage or the maturity of an advance under the credit agreement.  The committed warehouse loan and security agreement has only two financial covenants, both of which are similar to the other Interim Warehouse Facilities. The Company may request additional capacity under the agreement to fund specific loans.

The Company allowed Interim Warehouse Facility #4 to expire according to its terms April 30, 2020. The Company believes that the four remaining committed and uncommitted credit facilities from national banks and the Company’s corporate cash provide the Company with sufficient borrowing capacity to conduct its Interim Program lending operations.

The warehouse notes payable are subject to various financial covenants, all of which the Company was in compliance with as of the current period end.