8-K
UWM Holdings Corp (UWMC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 28, 2024
UWM Holdings Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39189 | 82-2124167 | ||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification Number) | 585 South Boulevard E. | |||
| --- | --- | --- | ||||
| Pontiac, | Michigan | 48341 | ||||
| (Address of principal executive offices) | (Zip Code) |
(800) 981-8898
(Registrant’s telephone number, including area code)
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Class A Common Stock, par value $0.0001 per share | UWMC | New York Stock Exchange |
| Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | UWMCWS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 28, 2024, UWM Holdings Corporation, (the “Company”) issued a press release announcing its results for the fourth quarter and year ended December 31, 2023. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
On February 28, 2024, the Company announced that its Board of Directors had 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, 2024, to stockholders of record at the close of business on March 20, 2024. The Board also approved a proportional distribution to SFS Corp., of $150.2 million which is payable on or about April 11, 2024. To the extent required by law, the Company will post Form 8937, with respect to the U.S. federal income tax characteristics of this dividend, to its website at investors.uwm.com.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
As described in Item 2.02 of this Current Report on Form 8-K, the following exhibits are furnished as part of this Current Report.
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Press release dated February 28, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 28, 2024
| UWM HOLDINGS CORPORATION | |
|---|---|
| By: | /s/ Andrew Hubacker |
| Name: | Andrew Hubacker |
| Title: | Executive Vice President, Chief Financial Officer and Chief Accounting Officer |
Document
Exhibit 99.1
UWM Holdings Corporation Announces
Fourth Quarter & Full Year 2023 Results
Fourth Quarter Loan Origination Volume of $24.4 Billion, Including Purchase Volume of $20.7 Billion.
PONTIAC, MI, February 28, 2024 - UWM Holdings Corporation (NYSE: UWMC) (the "Company"), the publicly traded indirect parent of United Wholesale Mortgage (“UWM”), today announced its results for the fourth quarter and full year ended December 31, 2023. Total loan origination volume for the fourth quarter 2023 was $24.4 billion, of which $20.7 billion was purchase volume. Total loan originations for full year 2023 were $108.3 billion, of which $93.9 billion was purchase volume. The Company reported 4Q23 net loss of $461.0 million, inclusive of a $634.4 million decline in fair value of MSRs, and diluted loss per share of $0.29. The Company reported full year 2023 loss of $69.8 million, inclusive of a $854.1 million decline in fair value of MSRs, and diluted loss per share of $0.14.
Mat Ishbia, Chairman and CEO of UWMC, said, "2023 was one of the best years in our company history. We were the number one mortgage originator in America, number one in purchase origination again, and, nine years running, the number one wholesale lender. We continue to be operationally profitable, the true measure of a mortgage originator's health, while our financial loss was driven by the MSR markdown which is a result of interest rate movements. Our recipe for success has not and will not change and we are currently doubling down on investing in our people, our products and our technology so that we can continue to provide the broker channel with the tools needed to win. I believe that 2024 is a tremendous opportunity for both UWM and the broker channel."
Fourth Quarter 2023 Highlights
•Originations of $24.4 billion in 4Q23, compared to $29.7 billion in 3Q23 and $25.1 billion in 4Q22
•Purchase originations of $20.7 billion in 4Q23, compared to $25.9 billion in 3Q23 and $21.7 billion in 4Q22
•Total gain margin of 92 bps in 4Q23 compared to 97 bps in 3Q23 and 51 bps in 4Q22
•Net loss of $461.0 million in 4Q23 compared to net income of $301.0 million in 3Q23 and net loss of $62.5 million 4Q22
•Adjusted EBITDA of $99.6 million in 4Q23 compared to $112.1 million in 3Q23 and $60.4 million in 4Q22
•Total equity of $2.5 billion at December 31, 2023, compared to $3.1 billion at September 30, 2023, and $3.2 billion at December 31, 2022
•Unpaid principal balance of MSRs of $299.5 billion with a WAC of 4.43% at December 31, 2023, compared to $281.4 billion with a WAC of 4.20% at September 30, 2023, and $312.5 billion with a WAC of 3.64% at December 31, 2022
•Ended 4Q23 with approximately $2.2 billion of available liquidity, including $497.5 million of cash, and $1.75 billion of available borrowing capacity, which includes $1.25 billion under lines of credit secured by agency and Ginnie Mae MSRs, and $500 million under an unsecured line of credit
Full Year 2023 Highlights
• Originations of $108.3 billion in 2023, compared to $127.3 billion in 2022
• Record purchase originations of $93.9 billion in 2023, compared to $90.8 billion in 2022
• Net loss of $69.8 million in 2023, as compared to $931.9 million of net income in 2022
• Total gain margin of 92 bps in 2023 compared to 77 bps in 2022
Production and Income Statement Highlights (dollars in thousands, except per share amounts)
| Q4 2023 | Q3 2023 | Q4 2022 | FY 2023 | FY 2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loan origination volume(1) | $ | 24,372,436 | $ | 29,721,633 | $ | 25,126,844 | $ | 108,275,883 | $ | 127,285,461 | |||||
| Total gain margin(1)(2) | 0.92 | % | 0.97 | % | 0.51 | % | 0.92 | % | 0.77 | % | |||||
| Net income (loss) | $ | (460,956) | $ | 300,993 | $ | (62,484) | $ | (69,782) | $ | 931,858 | |||||
| Diluted earnings (loss) per share | (0.29) | 0.15 | (0.03) | (0.14) | 0.45 | ||||||||||
| Adjusted diluted earnings (loss) per share(3) | (0.23) | N/A | N/A | (0.04) | 0.45 | ||||||||||
| Adjusted net income (loss)(3) | (361,002) | 234,713 | (53,308) | (57,142) | 719,415 | ||||||||||
| Adjusted EBITDA(3) | 99,566 | 112,062 | 60,393 | 478,270 | 282,402 |
(1)Key operational metric (see discussion below).
(2)Represents total loan production income divided by loan origination volume.
(3)Non-GAAP metric (see discussion and reconciliations below).
Balance Sheet Highlights as of Period-end (dollars in thousands)
| Q4 2023 | Q3 2023 | Q4 2022 | ||||
|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 497,468 | $ | 729,616 | $ | 704,898 |
| Mortgage loans at fair value | 5,449,884 | 5,560,039 | 7,134,960 | |||
| Mortgage servicing rights | 4,026,136 | 4,352,219 | 4,453,261 | |||
| Total assets | 11,871,854 | 12,204,137 | 13,600,625 | |||
| Non-funding debt (1) | 2,862,759 | 2,617,903 | 2,880,178 | |||
| Total equity | 2,474,671 | 3,092,111 | 3,171,693 | |||
| Non-funding debt to equity (1) | 1.16 | 0.85 | 0.91 |
(1) Non-GAAP metric (see discussion and reconciliations below).
Mortgage Servicing Rights (dollars in thousands)
| Q4 2023 | Q3 2023 | Q4 2022 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Unpaid principal balance | $ | 299,456,189 | $ | 281,373,662 | $ | 312,454,025 | |||
| Weighted average interest rate | 4.43 | % | 4.20 | % | 3.64 | % | |||
| Weighted average age (months) | 21 | 20 | 16 |
Fourth Quarter Technology and Loan Product Launches
•Launched Memory Maker, UWM’s tool for independent mortgage brokers to send their choice of thank you items to borrowers and real estate agents, leaving a lasting impression long after a loan is closed
•Enhanced PA+, now allowing independent mortgage brokers and their processors more flexibility in choosing which parts of the loan process they would like a UWM Loan Coordinator to facilitate
•Enhancements to Investor Flex, UWM’s Debt Service Coverage Ratio (“DSCR”) product now allows borrowers to close in a Limited Liability Company (LLC), giving borrowers an additional option to separate their personal properties and investment properties
Fourth Quarter Operational Highlights
•Achieved Net Promoter Score of +86.5 in 4Q23.
•Our 1.15% 60+ days delinquency as of December 31, 2023, was significantly better than the industry average of 1.78% (Source: Mortgage Bankers Association, as of Q4 2023).
Product and Investor Mix - Unpaid Principal Balance of Originations (dollars in thousands)
| Purchase: | Q4 2023 | Q3 2023 | Q4 2022 | FY 2023 | FY 2022 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Conventional | $ | 12,033,818 | $ | 16,237,031 | $ | 15,030,972 | $ | 58,833,673 | $ | 62,274,030 |
| Government | 6,805,530 | 8,031,062 | 6,135,366 | 29,640,141 | 23,773,422 | |||||
| Jumbo and other (1) | 1,842,108 | 1,624,824 | 484,098 | 5,381,530 | 4,782,879 | |||||
| Total Purchase | $ | 20,681,456 | $ | 25,892,917 | $ | 21,650,436 | $ | 93,855,344 | $ | 90,830,331 |
| Refinance: | Q4 2023 | Q3 2023 | Q4 2022 | FY 2023 | FY 2022 | |||||
| Conventional | $ | 1,386,645 | $ | 1,736,055 | $ | 2,254,680 | $ | 7,082,401 | $ | 27,059,252 |
| Government | 1,389,884 | 1,528,848 | 1,005,048 | 5,189,598 | 7,834,636 | |||||
| Jumbo and other (1) | 914,451 | 563,813 | 216,680 | 2,148,540 | 1,561,242 | |||||
| Total Refinance | $ | 3,690,980 | $ | 3,828,716 | $ | 3,476,408 | $ | 14,420,539 | $ | 36,455,130 |
| Total Originations | $ | 24,372,436 | $ | 29,721,633 | $ | 25,126,844 | $ | 108,275,883 | $ | 127,285,461 |
| (1) Comprised of non-agency jumbo products and non-qualified mortgage products, including home equity lines of credit ("HELOCs") (which in many instances are second liens) and construction loans. |
First Quarter 2024 Outlook
We anticipate first quarter production to be in the $22 to $28 billion range, with gain margin from 80 to 105 basis points.
Dividend
Subsequent to December 31, 2023, for the thirteenth consecutive quarter, the Company's Board of Directors 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, 2024, to stockholders of record at the close of business on March 20, 2024. Additionally, the Board approved a proportional distribution to SFS Corp., which is payable on or about April 11, 2024.
Earnings Conference Call Details
As previously announced, the Company will hold a conference call for financial analysts and investors on Wednesday, February 28, 2024 at 10:30 AM ET to review the results and answer questions. Interested parties may register for a toll-free dial-in number by visiting:
https://registrations.events/direct/Q4I3794250
Please dial in at least 15 minutes in advance to ensure a timely connection to the call. Audio webcast, taped replay and a transcript will be available on the Company's investor relations website at https://investors.uwm.com/.
Key Operational Metrics
“Loan origination volume” and “Total gain margin” are key operational metrics that the Company's management uses to evaluate the performance of the business. “Loan origination volume” is the aggregate principal of the residential mortgage loans originated by the Company during a period. “Total gain margin” represents total loan production income divided by loan origination volume for the applicable periods.
Non-GAAP Metrics
The Company's net income does not reflect the income tax provision that would otherwise be reflected if 100% of the economic interest in UWM was owned by the Company. Therefore, for comparison purposes, the Company provides “Adjusted net income (loss),” which is our pre-tax income (loss) together with an adjusted income tax provision (benefit), which is calculated as the provision for income taxes plus the tax effects of net income attributable to non-controlling interest determined using a blended statutory effective tax rate. “Adjusted net income (loss)” is a non-GAAP metric. "Adjusted diluted EPS" is defined as "Adjusted net income (loss)" divided by the weighted average number of shares of Class A common stock outstanding for the applicable period, assuming the exchange and conversion of all outstanding Class D common stock for Class A common stock, and is calculated and presented for periods in which the assumed exchange and conversion of Class D common stock to Class A common stock is anti-dilutive to EPS.
We also disclose Adjusted EBITDA, which we define as earnings (loss) before interest expense on non-funding debt, provision for income taxes, depreciation and amortization, stock-based compensation expense, the change in fair value of MSRs due to valuation inputs or assumptions, the impact of non-cash deferred compensation expense, the change in fair value of the Public and Private Warrants, the change in Tax Receivable Agreement liability and the change in fair value of retained investment securities. We exclude the change in Tax Receivable Agreement liability, the change in fair value of the Public and Private
Warrants, the change in fair value of retained investment securities, and the change in fair value of MSRs due to valuation inputs or assumptions, as these represent non-cash, non-realized adjustments to our earnings, which is not indicative of our performance or results of operations. Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of interest expense, as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA.
In addition, we disclose “Non-funding debt” and the “Non-funding debt to equity ratio” as a non-GAAP metric. We define “Non-funding debt” as the total of the Company's senior notes, lines of credit, borrowings against investment securities, equipment note payable, and finance leases and the “Non-funding debt-to-equity ratio” as total non-funding debt divided by the Company’s total equity.
Management believes that these non-GAAP metrics provide useful information to investors. These measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for any other operating performance measure calculated in accordance with GAAP, and may not be comparable to a similarly titled measure reported by other companies.
The following tables set forth the reconciliations of these non-GAAP financial measures to their most directly comparable financial measure calculated in accordance with GAAP (dollars in thousands, except per share amounts):
| Adjusted net income (loss) | Q4 2023 | Q3 2023 | Q4 2022 | FY 2023 | FY 2022 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Earnings (loss) before income taxes | $ | (468,408) | $ | 301,727 | $ | (69,258) | $ | (76,293) | $ | 934,669 |
| Adjusted income tax benefit (provision) | 107,406 | (67,014) | 15,950 | 19,151 | (215,254) | |||||
| Adjusted net income (loss) | $ | (361,002) | $ | 234,713 | $ | (53,308) | $ | (57,142) | $ | 719,415 |
| Adjusted diluted EPS | Q4 2023 | FY 2023 | FY 2022 | |||||||
| --- | --- | --- | --- | --- | --- | --- | ||||
| Diluted weighted average Class A common stock outstanding | 93,654,269 | 93,245,373 | 92,475,170 | |||||||
| Assumed pro forma conversion of Class D common stock (1) | 1,502,069,787 | 1,502,069,787 | 1,502,069,787 | |||||||
| Adjusted diluted weighted average shares outstanding (1) | 1,595,724,056 | 1,595,315,160 | 1,594,544,957 | |||||||
| Adjusted net income (loss) | $ | (361,002) | $ | (57,142) | $ | 719,415 | ||||
| Adjusted diluted EPS | (0.23) | (0.04) | 0.45 | |||||||
| (1) Reflects the pro forma exchange and conversion of antidilutive Class D common stock to Class A common stock. | ||||||||||
| Adjusted EBITDA | Q4 2023 | Q3 2023 | Q4 2022 | FY 2023 | FY 2022 | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income (loss) | $ | (460,956) | $ | 300,993 | $ | (62,484) | $ | (69,782) | $ | 931,858 |
| Interest expense on non-funding debt | 43,946 | 42,825 | 43,611 | 172,498 | 132,647 | |||||
| Provision (benefit) for income taxes | (7,452) | 734 | (6,774) | (6,511) | 2,811 | |||||
| Depreciation and amortization | 11,472 | 11,563 | 11,713 | 46,146 | 45,235 | |||||
| Stock-based compensation expense | 3,961 | 3,822 | 2,055 | 13,832 | 7,545 | |||||
| Change in fair value of MSRs due to valuation inputs or assumptions | 507,686 | (236,044) | 71,865 | 330,031 | (868,803) | |||||
| Deferred compensation, net | 3,300 | (11,755) | 461 | (7,938) | 7,370 | |||||
| Change in fair value of Public and Private Warrants | 4,808 | (2,021) | 54 | 6,060 | (7,683) | |||||
| Change in Tax Receivable Agreement liability | 260 | (3,000) | — | (1,575) | 3,200 | |||||
| Change in fair value of investment securities | (7,459) | 4,945 | (108) | (4,491) | 28,222 | |||||
| Adjusted EBITDA | $ | 99,566 | $ | 112,062 | $ | 60,393 | $ | 478,270 | $ | 282,402 |
| Non-funding debt and non-funding debt to equity | Q4 2023 | Q3 2023 | Q4 2022 | |||||||
| --- | --- | --- | --- | --- | --- | --- | ||||
| Senior notes | $ | 1,988,267 | $ | 1,987,284 | $ | 1,984,336 | ||||
| Secured lines of credit | 750,000 | 500,000 | 750,000 | |||||||
| Borrowings against investment securities | 93,814 | 97,328 | 101,345 | |||||||
| Equipment note payable | — | — | 992 | |||||||
| Finance lease liability | 30,678 | 33,291 | 43,505 | |||||||
| Total non-funding debt | $ | 2,862,759 | $ | 2,617,903 | $ | 2,880,178 | ||||
| Total equity | $ | 2,474,671 | $ | 3,092,111 | $ | 3,171,693 | ||||
| Non-funding debt to equity | 1.16 | 0.85 | 0.91 |
Cautionary Note Regarding Forward-Looking Statements
This press release and our earnings call include forward-looking statements. These forward-looking statements are generally identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict” and similar words indicating that these reflect our views with respect to future events. Forward-looking statements in this press release and our earnings call include statements regarding: (1) our position amongst our competitors and ability to capture market share; (2) our investment in our people, products and technology and the benefits to our results; (3) our beliefs regarding opportunities in 2024 for our business and the broker channel; (4) our beliefs regarding operational profitability; (5) growth of the wholesale and broker channels, the impact of our strategies on such growth and the benefits to our business of such growth; (6) our growth and strategies to remain the leading mortgage lender, and the timing and drivers of that growth; (7) the benefits and liquidity of our MSR portfolio; (8) our beliefs related to the amount and timing of our dividend; (9) our expectations for future market environments, including interest rates, levels of refinance activity and the timing of such market changes; (10) our expectations related to production and margin in the first quarter of 2024; (11) the benefits of our business model, strategies and initiatives, and their impact on our results and the industry; (12) our performance in shifting market conditions and the comparison of such performance against our competitors; (13) our ability to produce results in future years at or above prior levels or expectations, and our strategies for producing such results; (14) our position and ability to capitalize on market opportunities and the impacts to our results; (15) our investments in technology and the impact to our operations, ability to scale and financial results and (16) our purchase production and product portfolio. These statements are based on management’s current expectations, but are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to materially differ from those stated or implied in the forward-looking statements, including; (i) UWM’s dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies that affect interest rates; (ii) UWM’s reliance on its warehouse and MSR facilities and the risk of a decrease in the value of the collateral underlying certain of its facilities causing an unanticipated margin call; (iii) UWM’s ability to sell loans in the secondary market; (iv) UWM’s dependence on the government-sponsored entities such as Fannie Mae and Freddie Mac; (v) changes in the GSEs, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees; (vi) UWM’s dependence on Independent Mortgage Advisors to originate mortgage loans; (vii) the risk that an increase in the value of the MBS UWM sells in forward markets to hedge its pipeline may result in an unanticipated margin call; (viii) UWM’s inability to continue to grow, or to effectively manage the growth of its loan origination volume; (ix) UWM’s ability to continue to attract and retain its broker relationships; (x) UWM’s ability to implement technological innovation; (xi) the occurrence of a data breach or other failure of UWM’s cybersecurity or information security systems; (xii) the occurrence of data breaches or other cybersecurity failures at our third-party sub-servicers or other third-party vendors; (xiii) UWM’s ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general; and (xiv) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission including those under “Risk Factors” therein. We wish to caution readers that certain important factors may have affected and could in the future affect our results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of us. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
About UWM Holdings Corporation and United Wholesale Mortgage
Headquartered in Pontiac, Michigan, UWM Holdings Corporation (UWMC) is the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). UWM is the nation’s largest home mortgage lender, despite exclusively originating mortgage loans through the wholesale channel. UWM has been the largest wholesale mortgage lender for nine consecutive years and is the largest purchase lender in the nation. With a culture of continuous innovation of technology and enhanced client experience, UWM leads the market by building upon its proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. UWM originates primarily conforming and government loans across all 50 states and the District of Columbia. For more information, visit uwm.com or call 800-981-8898. NMLS #3038.
| For inquiries regarding UWM, please contact: | |
|---|---|
| INVESTOR CONTACT | MEDIA CONTACT |
| BLAKE KOLO | NICOLE ROBERTS |
| InvestorRelations@uwm.com | Media@uwm.com |
UWM HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except shares and per share amounts)
| December 31,<br>2023 | December 31,<br>2022 | |||
|---|---|---|---|---|
| Assets | ||||
| Cash and cash equivalents | $ | 497,468 | $ | 704,898 |
| Mortgage loans at fair value | 5,449,884 | 7,134,960 | ||
| Derivative assets | 33,019 | 82,869 | ||
| Investment securities at fair value, pledged | 110,352 | 113,290 | ||
| Accounts receivable, net | 512,070 | 383,147 | ||
| Mortgage servicing rights | 4,026,136 | 4,453,261 | ||
| Premises and equipment, net | 146,417 | 152,477 | ||
| Operating lease right-of-use asset, net<br><br>(includes $97,596 and $102,322 with related parties) | 99,125 | 104,181 | ||
| Finance lease right-of-use asset<br><br>(includes $24,802 and $26,867 with related parties) | 29,111 | 42,218 | ||
| Loans eligible for repurchase from Ginnie Mae | 856,856 | 345,490 | ||
| Other assets | 111,416 | 83,834 | ||
| Total assets | $ | 11,871,854 | $ | 13,600,625 |
| Liabilities and Equity | ||||
| Warehouse lines of credit | $ | 4,902,090 | $ | 6,443,992 |
| Derivative liabilities | 40,781 | 49,748 | ||
| Secured line of credit | 750,000 | 750,000 | ||
| Borrowings against investment securities | 93,814 | 101,345 | ||
| Accounts payable, accrued expenses and other | 469,101 | 439,719 | ||
| Accrued distributions and dividends payable | 159,572 | 159,465 | ||
| Senior notes | 1,988,267 | 1,984,336 | ||
| Operating lease liability<br><br>(includes $104,495 and $109,473 with related parties) | 106,024 | 111,332 | ||
| Finance lease liability<br><br>(includes $26,260 and $27,857 with related parties) | 30,678 | 43,505 | ||
| Loans eligible for repurchase from Ginnie Mae | 856,856 | 345,490 | ||
| Total liabilities | 9,397,183 | 10,428,932 | ||
| Equity: | ||||
| Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of December 31, 2023 or December 31, 2022 | — | — | ||
| Class A common stock, $0.0001 par value - 4,000,000,000 shares authorized, 93,654,269 and 92,575,974 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 10 | 9 | ||
| Class B common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of December 31, 2023 or December 31, 2022 | — | — | ||
| Class C common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of December 31, 2023 or December 31, 2022 | — | — | ||
| Class D common stock, $0.0001 par value - 1,700,000,000 shares authorized, 1,502,069,787 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 150 | 150 | ||
| Additional paid-in capital | 1,702 | 903 | ||
| Retained earnings | 110,690 | 142,500 | ||
| Non-controlling interest | 2,362,119 | 3,028,131 | ||
| Total equity | 2,474,671 | 3,171,693 | ||
| Total liabilities and equity | $ | 11,871,854 | $ | 13,600,625 |
UWM HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except shares and per share amounts)
| For the three months ended | For the year ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31,<br>2023 | September 30,<br>2023 | December 31,<br>2022 | December 31,<br>2023 | December 31,<br>2022 | ||||||
| Revenue | (Unaudited) | (Unaudited) | (Unaudited) | |||||||
| Loan production income | $ | 225,436 | $ | 288,930 | $ | 129,180 | $ | 1,000,547 | $ | 981,988 |
| Loan servicing income | 206,498 | 200,428 | 217,225 | 818,703 | 792,072 | |||||
| Change in fair value of mortgage servicing rights | (634,418) | 92,909 | (150,808) | (854,148) | 284,104 | |||||
| Interest income | 87,901 | 94,849 | 106,837 | 346,225 | 314,462 | |||||
| Total revenue, net | (114,583) | 677,116 | 302,434 | 1,311,327 | 2,372,626 | |||||
| Expenses | ||||||||||
| Salaries, commissions and benefits | 142,515 | 135,333 | 118,266 | 530,231 | 552,886 | |||||
| Direct loan production costs | 27,977 | 36,184 | 17,396 | 104,262 | 90,369 | |||||
| Marketing, travel, and entertainment | 25,600 | 20,117 | 22,976 | 84,515 | 74,168 | |||||
| Depreciation and amortization | 11,472 | 11,563 | 11,713 | 46,146 | 45,235 | |||||
| General and administrative | 38,209 | 44,904 | 49,668 | 170,423 | 179,549 | |||||
| Servicing costs | 29,632 | 33,640 | 36,809 | 131,792 | 166,024 | |||||
| Interest expense | 80,811 | 93,724 | 114,918 | 320,256 | 305,987 | |||||
| Other expense (income) | (2,391) | (76) | (54) | (5) | 23,739 | |||||
| Total expenses | 353,825 | 375,389 | 371,692 | 1,387,620 | 1,437,957 | |||||
| Earnings (loss) before income taxes | (468,408) | 301,727 | (69,258) | (76,293) | 934,669 | |||||
| Provision (benefit) for income taxes | (7,452) | 734 | (6,774) | (6,511) | 2,811 | |||||
| Net income (loss) | (460,956) | 300,993 | (62,484) | (69,782) | 931,858 | |||||
| Net income (loss) attributable to non-controlling interest | (433,878) | 282,762 | (62,207) | (56,552) | 890,143 | |||||
| Net income (loss) attributable to UWMC | $ | (27,078) | $ | 18,231 | $ | (277) | $ | (13,230) | $ | 41,715 |
| Earnings (loss) per share of Class A common stock: | ||||||||||
| Basic | $ | (0.29) | $ | 0.20 | $ | — | $ | (0.14) | $ | 0.45 |
| Diluted | $ | (0.29) | $ | 0.15 | $ | (0.03) | $ | (0.14) | $ | 0.45 |
| Weighted average shares outstanding: | ||||||||||
| Basic | 93,654,269 | 93,290,736 | 92,575,549 | 93,245,373 | 92,475,170 | |||||
| Diluted | 93,654,269 | 1,596,624,780 | 1,594,645,336 | 93,245,373 | 92,475,170 |
Addendum to Exhibit 99.1
This addendum includes the Company's Consolidated Balance Sheets as of December 31, 2023, and the preceding four quarters and Statements of Operations for the quarter ended December 31, 2023, and the preceding four quarters for purposes of providing historical quarterly trending information to investors.
CONSOLIDATED BALANCE SHEETS
(in thousands, except shares and per share amounts)
| December 31,<br>2023 | September 30,<br>2023 | June 30,<br>2023 | March 31,<br>2023 | December 31,<br>2022 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Assets | (Unaudited) | (Unaudited) | (Unaudited) | |||||||
| Cash and cash equivalents | $ | 497,468 | $ | 729,616 | $ | 634,576 | $ | 740,063 | $ | 704,898 |
| Mortgage loans at fair value | 5,449,884 | 5,560,039 | 6,269,924 | 4,800,259 | 7,134,960 | |||||
| Derivative assets | 33,019 | 92,791 | 61,407 | 61,136 | 82,869 | |||||
| Investment securities at fair value, pledged | 110,352 | 104,526 | 111,625 | 114,275 | 113,290 | |||||
| Accounts receivable, net | 512,070 | 385,922 | 347,865 | 433,747 | 383,147 | |||||
| Mortgage servicing rights | 4,026,136 | 4,352,219 | 4,224,207 | 3,974,870 | 4,453,261 | |||||
| Premises and equipment, net | 146,417 | 146,509 | 149,515 | 152,428 | 152,477 | |||||
| Operating lease right-of-use asset, net | 99,125 | 100,427 | 101,686 | 102,923 | 104,181 | |||||
| Finance lease right-of-use asset | 29,111 | 31,803 | 34,947 | 38,320 | 42,218 | |||||
| Loans eligible for repurchase from Ginnie Mae | 856,856 | 617,490 | 409,078 | 440,775 | 345,490 | |||||
| Other assets | 111,416 | 82,795 | 81,089 | 88,920 | 83,834 | |||||
| Total assets | $ | 11,871,854 | $ | 12,204,137 | $ | 12,425,919 | $ | 10,947,716 | $ | 13,600,625 |
| Liabilities and Equity | ||||||||||
| Warehouse lines of credit | $ | 4,902,090 | $ | 5,066,900 | $ | 5,732,791 | $ | 4,259,834 | $ | 6,443,992 |
| Derivative liabilities | 40,781 | 38,882 | 21,734 | 62,742 | 49,748 | |||||
| Secured line of credit | 750,000 | 500,000 | 500,000 | 500,000 | 750,000 | |||||
| Borrowings against investment securities | 93,814 | 97,328 | 100,901 | 101,345 | 101,345 | |||||
| Accounts payable, accrued expenses and other | 469,101 | 503,890 | 423,407 | 416,818 | 439,719 | |||||
| Accrued distributions and dividends payable | 159,572 | 159,572 | 159,518 | 159,517 | 159,465 | |||||
| Senior notes | 1,988,267 | 1,987,284 | 1,986,301 | 1,985,319 | 1,984,336 | |||||
| Operating lease liability | 106,024 | 107,389 | 108,711 | 110,012 | 111,332 | |||||
| Finance lease liability | 30,678 | 33,291 | 36,356 | 36,812 | 43,505 | |||||
| Loans eligible for repurchase from Ginnie Mae | 856,856 | 617,490 | 409,078 | 440,775 | 345,490 | |||||
| Total liabilities | 9,397,183 | 9,112,026 | 9,478,797 | 8,073,174 | 10,428,932 | |||||
| Equity: | ||||||||||
| Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of each of the periods presented | — | — | — | — | — | |||||
| Class A common stock, $0.0001 par value - 4,000,000,000 shares authorized; shares issued and outstanding - 93,654,269 as of December 31, 2023, 93,654,269 as of September 30, 2023, 93,114,878 as of June 30, 2023, 93,101,971 as of March 31, 2023 and 92,575,974 as of December 31, 2022 | 10 | 10 | 9 | 9 | 9 | |||||
| Class B common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of each of the periods presented | — | — | — | — | — | |||||
| Class C common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of each of the periods presented | — | — | — | — | — | |||||
| Class D common stock, $0.0001 par value - 1,700,000,000 shares authorized, 1,502,069,787 shares issued and outstanding as of each of the periods presented | 150 | 150 | 150 | 150 | 150 | |||||
| Additional paid-in capital | 1,702 | 1,484 | 1,267 | 1,036 | 903 | |||||
| Retained earnings | 110,690 | 130,233 | 120,379 | 122,136 | 142,500 | |||||
| Non-controlling interest | 2,362,119 | 2,960,234 | 2,825,317 | 2,751,211 | 3,028,131 | |||||
| Total equity | 2,474,671 | 3,092,111 | 2,947,122 | 2,874,542 | 3,171,693 | |||||
| Total liabilities and equity | $ | 11,871,854 | $ | 12,204,137 | $ | 12,425,919 | $ | 10,947,716 | $ | 13,600,625 |
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except shares and per share amounts)
(Unaudited)
| For the three months ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31,<br>2023 | September 30,<br>2023 | June 30,<br>2023 | March 31,<br>2023 | December 31,<br>2022 | ||||||
| Revenue | ||||||||||
| Loan production income | $ | 225,436 | $ | 288,930 | $ | 280,757 | $ | 205,424 | $ | 129,180 |
| Loan servicing income | 206,498 | 200,428 | 193,220 | 218,557 | 217,225 | |||||
| Change in fair value of mortgage servicing rights | (634,418) | 92,909 | 24,648 | (337,287) | (150,808) | |||||
| Interest income | 87,901 | 94,849 | 88,895 | 74,580 | 106,837 | |||||
| Total revenue, net | (114,583) | 677,116 | 587,520 | 161,274 | 302,434 | |||||
| Expenses | ||||||||||
| Salaries, commissions and benefits | 142,515 | 135,333 | 131,380 | 121,003 | 118,266 | |||||
| Direct loan production costs | 27,977 | 36,184 | 23,618 | 16,483 | 17,396 | |||||
| Marketing, travel, and entertainment | 25,600 | 20,117 | 21,588 | 17,210 | 22,976 | |||||
| Depreciation and amortization | 11,472 | 11,563 | 11,441 | 11,670 | 11,713 | |||||
| General and administrative | 38,209 | 44,904 | 52,691 | 34,619 | 49,668 | |||||
| Servicing costs | 29,632 | 33,640 | 31,658 | 36,862 | 36,809 | |||||
| Interest expense | 80,811 | 93,724 | 82,437 | 63,284 | 114,918 | |||||
| Other expense (income) | (2,391) | (76) | 2,703 | (241) | (54) | |||||
| Total expenses | 353,825 | 375,389 | 357,516 | 300,890 | 371,692 | |||||
| Earnings (loss) before income taxes | (468,408) | 301,727 | 230,004 | (139,616) | (69,258) | |||||
| Provision (benefit) for income taxes | (7,452) | 734 | 1,210 | (1,003) | (6,774) | |||||
| Net income (loss) | (460,956) | 300,993 | 228,794 | (138,613) | (62,484) | |||||
| Net income (loss) attributable to non-controlling interest | (433,878) | 282,762 | 221,236 | (126,672) | (62,207) | |||||
| Net income (loss) attributable to UWMC | $ | (27,078) | $ | 18,231 | $ | 7,558 | $ | (11,941) | $ | (277) |
| Earnings (loss) per share of Class A common stock: | ||||||||||
| Basic | $ | (0.29) | $ | 0.20 | $ | 0.08 | $ | (0.13) | $ | — |
| Diluted | $ | (0.29) | $ | 0.15 | $ | 0.08 | $ | (0.13) | $ | (0.03) |
| Weighted average shares outstanding: | ||||||||||
| Basic | 93,654,269 | 93,290,736 | 93,107,133 | 92,920,794 | 92,575,549 | |||||
| Diluted | 93,654,269 | 1,596,624,780 | 93,107,133 | 92,920,794 | 1,594,645,336 |
10