Notes Payable

6 Months Ended

Jun. 30, 2021

Notes Payable [Abstract]

Notes Payable

Note 12 – Notes Payable

In July 2018, the Company, Aurora and QRS V (collectively with Aurora and the Company, the “Borrowers”) entered into a $25.0 million revolving credit facility (the “MSR Revolver”) pursuant to which Aurora pledged all of its existing and future MSRs on loans owned or securitized by Freddie Mac. The term of the MSR Revolver is 364 days with the Borrowers’ option for two renewals for similar terms followed by a one-year term out feature with a 24-month amortization schedule. The MSR Revolver was upsized to $45.0 million in September 2018 and the Company had the ability to request up to an additional $5.0 million of borrowings. On April 2, 2019, the Borrowers entered into an amendment that increased the maximum amount of the MSR Revolver to $100.0 million. In July 2021, the Borrowers entered into an amendment to the MSR Revolver that extended the revolving period for an additional 364 days with the option for two more renewals of 364 days each. At the end of the revolving period, the outstanding amount will be converted to a one-year term loan. Amounts borrowed bear interest at an adjustable rate equal to a spread above one-month LIBOR. Approximately $63.0 million and $47.5 million was outstanding under the MSR Revolver at June 30, 2021 and December 31, 2020, respectively.

In September 2019, Aurora and QRS III entered into a loan and security agreement (the “Fannie Mae MSR Financing Facility”), to replace the MSR Financing Facility. Under the Fannie Mae MSR Facility, Aurora and QRS III pledged their respective rights in all existing and future MSRs for loans owned or securitized by Fannie Mae to secure borrowings outstanding from time to time. The maximum credit amount outstanding at any one time under the facility is $200.0 million of which $100.0 million is committed. Borrowings bear interest at a rate equal to a spread over one-month LIBOR subject to a floor. The term of the facility is 24 months subject to extension for an additional 12 months if the lender agrees beginning in the 20th month. Aurora is currently negotiating a replacement facility with another lender that is expected to close before the expiration of the Fannie Mae MSR Financing Facility in September 2021. The Company has guaranteed repayment of all indebtedness under the Fannie Mae MSR Financing Facility. Approximately $72.0 million and $64.0 million was outstanding under the Fannie Mae MSR Financing Facility at June 30, 2021 and December 31, 2020, respectively.

The outstanding borrowings had the following remaining maturities as of the dates indicated (dollars in thousands):

Notes Payable Repayment Characteristics

As of June 30, 2021

	2021		2022		2023		2024		2025		2026		Total
MSR Revolver
Borrowings under MSR Revolver Facility	$	-	$	63,000	$	-	$	-	$	-	$	-	$	63,000
Fannie Mae MSR Financing Facility
Borrowings under Fannie Mae MSR Financing Facility	$	72,000	$	-	$	-	$	-	$	-	$	-	$	72,000
Total	$	72,000	$	63,000	$	-	$	-	$	-	$	-	$	135,000

As of December 31, 2020

	2021		2022		2023		2024		2025		2026		Total
MSR Revolver
Borrowings under MSR Revolver Facility	$	47,500	$	-	$	-	$	-	$	-	$	-	$	47,500
Fannie Mae MSR Financing Facility
Borrowings under Fannie Mae MSR Financing Facility	$	64,000	$	-	$	-	$	-	$	-	$	-	$	64,000
Total	$	111,500	$	-	$	-	$	-	$	-	$	-	$	111,500