8-K
Walker & Dunlop, Inc. (WD)
8-K
2022-05-19
For: 2022-05-19
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April 10, 2026
UNITED STATESSECURITIES 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): May 19, 2022
Walker &Dunlop, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-35000 | 80-0629925 |
|---|---|---|
| (State or other jurisdiction of<br><br> incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 7272 Wisconsin Avenue Suite 1300<br><br> <br>Bethesda, MD | 20814 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(301
) 215-5500
Not applicable
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ 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 symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | WD | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 7.01. | Regulation FD Disclosure. |
|---|
Walker & Dunlop, Inc. (the “Company”) will host a virtual Investor Day on May 19, 2022 that will include an update of the Company’s performance against its Driveto ’25 goals, featuring presentations and a Q&A session with members of the Company’s senior management. A live webcast of the event will begin at 10:00 a.m. Eastern Time and will be available on the Investor Relations section of the Company’s website. A copy of the presentation materials for the Investor Day is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d)**** Exhibits.
The exhibit contained in this Current Report on Form 8-K shall not be deemed “filed” with the SEC nor incorporated by reference in any registration statement filed by the Company under the Securities Act.
| ExhibitNumber | ****<br><br> <br>Description |
|---|---|
| 99.1 | Investor Day Presentation |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURES
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.
| WALKER & DUNLOP, INC.<br><br> <br>(Registrant) | |||
|---|---|---|---|
| Date: May 19, 2022 | By: | /s/ Stephen P. Theobald | |
| Name: | Stephen P. Theobald | ||
| Title: | Executive Vice President & Chief Financial Officer |
Exhibit 99.1
| May 19, 2022 |
|---|
| 2<br>Forward-Looking Statements<br>Some of the statements contained in this presentation may constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, projections, plans<br>and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology<br>such as ''may,'' ''will,'' ''should,'' ''expects,'' ''intends,'' ''plans,'' ''anticipates,'' ''believes,'' ''estimates,'' ''predicts,'' or ''potential'' or the negative of these words and phrases or similar words or phrases that are predictions<br>of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.<br>The forward-looking statements contained in this presentation reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in<br>circumstances that may cause actual results to differ significantly from those expressed or contemplated in any forward-looking statement.<br>While forward-looking statements reflect our good faith projections, assumptions and expectations, they are not guarantees of future results. Furthermore, we disclaim any obligation to publicly update or revise any<br>forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by applicable law. Factors that could cause our<br>results to differ materially include, but are not limited to: (1) general economic conditions and multifamily and commercial real estate market conditions, (2) regulatory and/or legislative changes to Freddie Mac, Fannie Mae<br>or HUD, (3) our ability to retain and attract loan originators and other professionals, (4) risks related to our recently completed acquisitions, including our ability to integrate and achieve the expected benefits of such<br>acquisitions, and (5) changes in federal government fiscal and monetary policies, including any constraints or cuts in federal funds allocated to HUD for loan originations.<br>For a further discussion of these and other factors that could cause future results to differ materially from those expressed or contemplated in any forward-looking statements, see the section titled ''Risk Factors" in our<br>most recent Annual Report on Form 10-K, as it may be updated or supplemented by our subsequent Quarterly Reports on Form 10-Q and other SEC filings. Such filings are available publicly on our Investor Relations web<br>page at www.walkerdunlop.com.<br>Non-GAAP Financial Measures<br>To supplement our financial statements presented in accordance with United States generally accepted accounting principles (“GAAP”), the Company uses adjusted EBITDA and estimated Alliant adjusted EBITDA, each a non-<br>GAAP financial measure. The presentation of adjusted EBITDA is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.<br>When analyzing our operating performance, readers should use adjusted EBITDA in addition to, and not as an alternative for, net income. Adjusted EBITDA represents net income before income taxes, interest expense on<br>our term loan facility and Alliant’s note payable, and amortization and depreciation, adjusted for provision (benefit) for credit losses net of write-offs, stock-based incentive compensation charges, the fair value of expected<br>net cash flows from servicing, net, and the gain associated with the revaluation of our previously held equity-method investment in connection with our acquisition of GeoPhy. In addition, adjusted EBITDA further excludes<br>the impact of the acquisition of CWCapital and deal-related expenses, integration and restructuring costs, severance and lease restructuring charges related to our fourth quarter 2013 expense reduction efforts, early<br>extinguishment of our term loan facility, and revenues from the termination fee related to the transfer of servicing for a portion of the small loan portfolio that are not considered part of our ongoing operations. Estimated<br>adjusted EBITDA for Alliant presented in this presentation represents estimated Alliant net income before income taxes, interest expense on estimated incremental debt associated with our acquisition of Alliant, including<br>an estimated increase to our corporate debt and Alliant’s existing debt assumed by us upon closing of the acquisition, and amortization and depreciation, adjusted for provision (benefit) for credit losses net of write-offs,<br>stock-based incentive compensation charges, and non-cash revenues such as the fair value of expected net cash flows from servicing, net. Because not all companies use identical calculations, our presentation of adjusted<br>EBITDA may not be comparable to similarly titled measures of other companies. Furthermore, adjusted EBITDA is not intended to be a measure of free cash flow for our management's discretionary use, as it does not reflect<br>certain cash requirements such as tax and debt service payments. The amounts shown for adjusted EBITDA may also differ from the amounts calculated under similarly titled definitions in our debt instruments, which are<br>further adjusted to reflect certain other cash and non-cash charges that are used to determine compliance with financial covenants. We use adjusted EBITDA to evaluate the operating performance of our business, for<br>comparison with forecasts and strategic plans, and for benchmarking performance externally against competitors. We believe that this non-GAAP measure, when read in conjunction with our GAAP financials, provides<br>useful information to investors by offering:<br> − the ability to make more meaningful period-to-period comparisons of the Company's on-going operating results;<br> − the ability to better identify trends in the Company's underlying business and perform related trend analyses; and<br> − a better understanding of how management plans and measures the Company's underlying business.<br>We believe that adjusted EBITDA has limitations in that it does not reflect all of the amounts associated with the Company's results of operations as determined in accordance with GAAP and that adjusted EBITDA should<br>only be used to evaluate the Company's results of operations in conjunction with net income. For information on adjusted EBITDA, refer to the appendix of this presentation.<br>Estimated adjusted EBITDA for Alliant presented in this presentation represents estimated Alliant net income before income taxes, interest expense on estimated incremental debt associated with our acquisition of<br>Alliant, including an estimated increase to our corporate debt and Alliant’s existing debt assumed by us upon closing of the acquisition, and amortization and depreciation, adjusted for provision (benefit) for credit<br>losses net of write-offs, stock-based incentive compensation charges, and non-cash revenues such as the fair value of expected net cash flows from servicing, net. For information on Estimated adjusted EBITDA, refer to<br>the appendix of this presentation. |
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| WELCOME<br>WILLY WALKER<br>Chairman & CEO |
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| BUSINESS AT THE INTERSECTION OF FINANCE, REAL ESTATE SERVICES,<br>AND TECHNOLOGY<br>4 |
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| 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021<br>Total Revenue (in thousands) $152,350 $ 256,770 $319,039 $360,772 $468,198 $575,276 $711,857 $725,246 $817,219 $1,083,707 $1,259,178<br>Net Income (in thousands) $34,864 $ 33,772 $41,530 $51,422 $82,128 $113,897 $211,127 $161,439 $173,373 $246,177 $265,762<br>Diluted EPS $1.60 $ 1.31 $1.21 $1.58 $2.65 $3.57 $6.47 $4.96 $5.45 $7.69 $8.15<br>Adjusted<br>EBITDA (in thousands) $32,163 $29,377 $56,783 $84,804 $124,279 $129,928 $$200,950 $220,081 $247,907 $215,849 $309,278<br>STRONG HISTORICAL FINANCIAL PERFORMANCE 1) This is a non-GAAP financial measure. For a reconciliation of the metric to GAAP net income, refer to the appendix of this presentation<br><br>5 |
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| 6<br>Vulnerability is the birthplace of<br>innovation, creativity and change."<br>- BRENE BROWN<br>6 |
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| $1.60<br>$8.15<br>2011 2021<br>$152,350<br>$1,259,178<br>2011 2021<br>7<br>Total Revenues<br>(in thousands)<br>Diluted EPS Adjusted EBITDA1<br>(in thousands)<br>$32,163<br>$309,278<br>2011 2021<br>1) This is a non-GAAP financial measure. For a reconciliation of the metric to GAAP net income, refer to the appendix of this presentation<br>DRAMATIC FINANCIAL GROWTH OVER PAST DECADE |
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| INSERT CSH VIDEO STILL OR IMAGE<br>OF MURAL<br>8 |
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| WHERE WE ARE GOING<br>GROW DEBT FINANCING VOLUME<br>GROW PROPERTY SALES VOLUME<br>GROW INVESTMENT BANKING AND ASSET MANAGEMENT<br>BUSINESSES<br>ENVIRONMENTAL, SOCIAL AND GOVERNANCE<br>$60B+ Origination Volume / $5B+ Small Balance Loans / $160B Servicing Portfolio<br>$25B+ Sales Volume<br>$10B+ Assets Under Management<br>Increase Diverse Leadership / Reduce Carbon Emission / Donate 1% of Pre-Tax Profits /<br>Grow Affordable Lending<br>10 |
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| AGENDA<br>Introduction – Willy Walker<br>Investment Banking/Research – Ivy Zelman<br>Small Balance Lending – Alison Williams<br>Apprise – Meghan Czechowski<br>GeoPhy and Technology – Teun van den Dries<br>Alliant and Affordable Housing – Sheri Thompson<br>Bringing All of W&D to our Clients – Kelly Mitchell<br>Operating Performance – Steve Theobald<br>Segment Reporting – Greg Florkowski<br>Closing Remarks – Willy Walker<br>Q&A<br>11 |
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| IVY ZELMAN<br>Chief Executive Officer, Zelman & Associates<br>INVESTMENT BANKING<br> & RESEARCH |
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| ALISON WILLIAMS<br>SVP & Chief Production Officer,<br>Small Balance Lending<br>SMALL BALANCE<br>LENDING “SBL” |
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| $470 billion<br>Total Multifamily<br>Origination Volume<br>$85 billion<br>Estimated Small Multifamily<br>Origination Volume<br>$269 $285<br>$339<br>$364 $360<br>$470<br>$85<br>5.2%<br>7.1% 6.3% 6.1%<br>8.6% 9.0%<br>2016 2017 2018 2019 2020 2021<br>Total Multifamily Originations Estimated Small Multifamily Originations WD Multifamily Originations as % of Market<br>SIGNIFICANT OPPORTUNITY TO CAPTURE MARKET SHARE<br>IN SBL SECTOR<br>14<br>Total Multifamily Originations<br>(in billions)<br>1) Source: Mortgage Bankers’ Association<br>2) Source: Chandan Economics<br>1 2 |
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| DRAMATIC SBL GROWTH WILL<br>BE DRIVEN BY TECHNOLOGY<br>SBL Origination Volume<br>(in millions)<br>$500+<br>$516<br>$1,300<br>$5,000<br>2021 2022 Budget 2025 Goal<br>YTD<br>Progress<br>15 |
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| 16 |
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| SBL + GEOPHY CAPABILITIES<br>Automated processing tools<br>to increase efficiency<br>Digitally-sourced deal<br>leads<br>Data aggregation and insights<br>into SBL market<br>GOAL<br>Cut loan processing times<br>by 15% by 2022<br>GOAL<br>Source 50% of SBL<br>volume through<br>technology by 2025<br>GOAL<br>Leverage GeoPhy<br>technology to become<br>one-stop shop for<br>SBL clients<br>17 |
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| MEGHAN CZECHOWSKI<br>Senior Vice President, Apprise<br>APPRISE |
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| Time consuming for appraiser & client<br>Inconsistent<br>Quality highly dependent on<br>individual appraiser<br>Long lag<br>Hard to get to the insights<br>Fewer appraisers tackling more work<br>APPRISE REMOVES CHALLENGES OF<br>TRADITIONAL APPRAISAL PROCESSES<br>19 |
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| 52<br>248<br>711<br>13<br>49<br>82<br>Q1 2020 Q1 2021 Q1 2022<br># of Appraisals # of Employees<br>TECHNOLOGICAL CAPABILITIES HAVE ALLOWED<br>FOR DRAMATIC SCALE IN APPRAISAL VOLUME<br># of Appraisals vs. # of Apprise Employees<br>20 |
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| DIFFERENTIATED BUSINESS MODEL DRIVES<br>REVENUE GENERATION<br>Total Apprise Revenues<br>$9M<br>$22M<br>2021 2022 Goal<br>21 |
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| Industry’s best appraisers have<br>richer data and more time to<br>substantiate assessments<br>Our co-pilot approach<br>reduces lag time in<br>providing an appraisal<br>Consistent appraisal process<br>and data presentation,<br>nationwide<br>Apprise delivers high-quality reports in one week less than competition<br>APPRISE GROWTH DRIVERS<br>PEOPLE TECHNOLOGY PRODUCT DIFFERENTIATION<br>22 |
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| 23<br>$4.4 billion<br>Total Commercial Real<br>Appraisal Market Revenues<br>$2.0 billion<br>Multifamily Appraisal<br>Market Revenues<br>MASSIVE OPPORTUNITY FOR GROWTH WITHIN<br>MULTIFAMILY APPRAISAL MARKET<br>2%<br>Walker & Dunlop<br>Multifamily Appraisal<br>Revenue Market Share1<br>1) Calculated using annualized quarterly revenues from producing 2,000 appraisals per quarter |
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| TEUN VAN DEN DRIES<br>Executive Vice President, GeoPhy<br>GEOPHY AND<br>TECHNOLOGY |
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| SHERI THOMPSON<br>Executive Vice President, Affordable Housing and<br>Investment Management/Proprietary Capital<br>ALLIANT &<br>AFFORDABLE HOUSING |
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| ALLIANT: CREATING EXCEPTIONAL IMPACT<br>IN AFFORDABLE HOUSING<br>Alliant Capital,<br>Ltd.<br>Alliant Strategic<br>Investments<br>ALLIANT BUSINESS LINES<br>ADC Communities<br>Alliant is a vertically integrated investment manager with a focus on the affordable housing sector<br>1 2 3<br>26 |
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| INVESTMENTS AND OWNERSHIP IN<br><br>Affordable Housing Units<br><br><br>27 |
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| ALLIANT + WD<br>SYNERGIES AT WORK<br> • Property Development<br> • Tax Credit Equity<br> • WD Financing<br> • Refinance/<br>Dispositions after<br>Tax Compliance<br>Period<br> • Affordable Property<br>Built<br> • Creating Workforce<br>Housing Opportunities<br>+<br>28 |
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| COORDINATED EXECUTION STRATEGIES<br>Bridge Debt /Investment<br>Management solutions<br>Debt executions through<br>the GSEs, HUD and our<br>Capital Markets teams<br>Equity Fundraising and<br>placement through<br>Alliant Capital<br>Investment Sales<br>Capabilities<br>29 |
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| 30<br>SIZEABLE LIHTC SYNDICATION MARKET PRESENTS<br>OPPORTUNITY FOR MARKET SHARE GROWTH<br>Low Income Housing Tax Credit Volume<br>in billions<br>1) Calculated using the syndicated portion of the market LIHTC volume<br>Source: Cohn Reznick 2021 Housing Credit Equity Volume Survey<br>1<br>$17<br>$16<br>$17 $18 $18<br>$22<br>3.4%<br>0.0%<br>1.0%<br>2.0%<br>3.0%<br>4.0%<br>5.0%<br>6.0%<br>7.0%<br>8.0%<br>9.0%<br>10.0%<br> $-<br> $2<br> $4<br> $6<br> $8<br> $10<br> $12<br> $14<br> $16<br> $18<br> $20<br> $22<br> $24<br>2016 2017 2018 2019 2020 2021<br>Alliant Market Share |
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| KELLY MITCHELL<br>Managing Director, Client Services<br>BRINGING ALL OF W&D<br>TO OUR CLIENTS |
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| OUR BUSINESS TODAY: CLIENT VIEW<br>Connected, client-centric, tech-enabled platform of products and services that meet many of our clients’ needs<br>33 |
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| 33<br>A CUSTOMER JOURNEY<br>ILP – Bridge/<br>Pref Equity<br> • Since 2015<br>Investment<br>Sales<br> • Since 2017<br> • Since 2021<br>Capital<br>Markets<br>Apprise<br> • 2022 Opportunity<br> • Annual Fund<br>Valuation<br> • Since 2007<br>GSE Debt $705<br>Million<br>Total Transaction<br>Volume<br> • $272 MM<br>in 2021<br> • $287 MM<br>in 2021<br> • $121 MM<br>in 2021<br> • $25 MM<br>in 2021 |
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| SCALING THE PROCESS TO SERVE WHOLE CLIENT<br>34<br>INCREASE REVENUES GROW VOLUME<br> • Customer Needs<br> • Customer Market Share<br>IMPROVE SALES PROCESS<br> • Sales Tools<br> • Partnership<br> • Sell All Services<br> • Transact On All Asset Types |
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| STEVE THEOBALD<br>Executive Vice President & Chief Financial Officer<br>OPERATING<br>PERFORMANCE |
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| $319,039<br>$1,259,178<br>2013 2021<br>37<br>Total Revenues<br>(in thousands)<br>Diluted EPS<br>$1.21<br>$8.15<br>2013 2021<br>EXCEPTIONAL GROWTH AND FINANCIAL PERFORMANCE<br>$56,783<br>$309,278<br>2013 2021<br>Adjusted EBITDA1<br>1) This is a non-GAAP financial measure. For a reconciliation of the metric to GAAP net income, refer to the appendix of this presentation |
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| FINANCIAL SYNERGIES FROM ALLIANT<br>Estimated 2022 Alliant Impact<br>Total Revenues $90 to $100 million<br>Adjusted EBITDA1 approximately $60 million<br>Diluted Earnings Per Share $0.45 to $0.60 per share<br>1) This is a non-GAAP financial measure. For a reconciliation of the metric to GAAP net income, refer to the appendix of this presentation<br>37 |
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| GEOPHY EARNOUT STRUCTURE<br>1) Earn-out opportunity is structured in four phases. A portion of the earn-out payment can be earned if the specified target within a phase is achieved.<br>2) Full earn-out potential requires achievement of all phases of volume and MBGs milestones by 2025. Earn-out is measured and paid annually<br>Small Balance Lending(1)<br>2021 Mortgage Banking Gains (MBG) $29 Million<br>MBGs target to achieve low-end of earn-out $61 Million<br>MBGs target to achieve maximum earn-out $175 Million<br>2021 origination volume $515 Million<br>Origination volume target to achieve low-end of earn-out $1.75 Billion<br>Origination volume target to achieve maximum earn-out $5 Billion<br>Maximum earn-out potential(2) $155 Million<br>38 |
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| GEOPHY EARNOUT STRUCTURE<br>1) Earn-out includes revenue and productivity targets, with the latter target based upon the annual average number of appraisals issued per month per appraiser<br>2) Earn-out opportunity is structured in three phases. A portion of the earn-out payment can be earned if the specified target within a phase is achieved<br>3) Full earn-out potential requires achievement of all phases of revenue and productivity milestones by 2025. Earn-out is measured and paid annually<br>Apprise(1)(2)<br>2021 Revenues $9 Million<br>Revenues target to achieve low-end of earn-out $30 Million<br>Revenues target to achieve maximum earn-out $75 Million<br>Maximum earn-out potential(3) $50 Million<br>39 |
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| Total Revenues<br>$2.0B<br>Diluted EPS<br>$13.00 to $15.00<br>41 |
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| GREG FLORKOWSKI<br>Executive Vice President, Business Development<br>OPERATING<br>PERFORMANCE |
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| NEW OPERATING SEGMENT DETAILS<br>43<br> • Servicing<br> • Asset Management<br> • Proprietary Capital<br> • Investment Research<br> • Lending<br> • Debt Brokerage<br> • Property Sales<br> • Appraisals<br> • Infrastructure<br> • Treasury<br> • Other Corporate Services<br>CORPORATE SERVICING & ASSET<br>MANAGEMENT CAPITAL MARKETS |
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| 43<br>CAPITAL MARKETS<br>FY 2021 AND 2019 KEY FINANCIAL METRICS<br>1<br>(in millions) FY 2021 FY 2019 % Change<br>Total Transaction Volume $68 $32 113%<br>Total Revenues $873 $476 83%<br>Net Income $272 $136 100%<br>Adjusted EBITDA1 $90 $10 800%<br>1) This is a non-GAAP financial measure. For a reconciliation of the metric to GAAP net income, refer to the appendix of this presentation |
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| 44<br>SERVICING AND ASSET MANAGEMENT “SAM”<br>FY 2021 AND 2019 KEY FINANCIAL METRICS<br>1<br>(in millions) FY 2021 FY 2019 % Change<br>Total Servicing Portfolio $115,701 $93,225 24%<br>Total Assets Under Management $16,438 $1,958 740%<br>Total Revenues $387 $338 15%<br>Net Income $106 $109 (3%)<br>Adjusted EBITDA1 $335 $303 11%<br>1) This is a non-GAAP financial measure. For a reconciliation of the metric to GAAP net income, refer to the appendix of this presentation |
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| 45<br>CORPORATE<br>FY 2021 AND 2019 KEY FINANCIAL METRICS<br>(in millions) FY 2021 FY 2019 % Change<br>Total Revenues ($1) $3 (142%)<br>Net Income ($112) ($72) (56%)<br>Adjusted EBITDA1 ($116) ($66) (76%)<br>1) This is a non-GAAP financial measure. For a reconciliation of the metric to GAAP net income, refer to the appendix of this presentation |
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| Q&A |
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| Appendix |
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| CONSOLIDATED ADJUSTED EBITDA RECONCILIATION<br>TO CONSOLIDATED NET INCOME<br>For the year ended December 31,<br>(in thousands) 2020 2019 2018 2017 2016 2015 2014 2012 2011<br>Walker & Dunlop Net Income $246,177 $173,373 $161,439 $211,127 $113,897 $82,128 $51,422 $33,772 $34,864<br>Adjustments:<br>Income tax expense 84,313 57,121 51,908 21,827 71,470 52,771 32,490 21,998 21,797<br>Interest expense 8,550 14,359 10,130 9,745 9,851 9,918 10,311 1,649 823<br>Amortization and depreciation 169,011 152,472 142,134 131,246 111,427 98,173 80,138 38,743 22,514<br>Provision (benefit) for credit losses 37,479 7,273 808 (243) (612) 1,644 2,206 3,140 4,724<br>Net write-offs _ _ _ _ (1,757) (808) (5,242) (6,450) (680)<br>Stock compensation expense 28,319 24,075 23,959 21,134 18,477 14,084 9,994 5,176 2,422<br>Gains attributable to mortgage servicing<br>rights (1) (358,000) (180,766) (172,401) (193,886) (192,825) (133,631) (96,515) (92,594) (54,301)<br>Unamortized issuance costs from early<br>debt extinguishment _ _ 2,104 _ _ _ _ _ _<br>Amortization of intangible assets _ _ _ _ _ _ _ 15,182 _<br>Severance costs (2) _ _ _ _ _ _ _ 2,223 _<br>Deal-related expenses (3) _ _ _ _ _ _ _ 6,538 _<br>Adjusted EBITDA $215,849 $247,907 $220,081 $200,950 $129,928 $124,279 $84,804 $29,377 $32,163<br>1) Represents the fair value of the expected net cash flows from servicing recognized at commitment, net of the expected guaranty obligations<br>2) Severance costs incurred in connection with a large acquisition and cost reduction plan<br>3) Includes legal, advisory fees, other professional fees, and a transition services agreement incurred in connection with the CWCapital acquisition |
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| CONSOLIDATED ADJUSTED EBITDA RECONCILIATION<br>TO CONSOLIDATED NET INCOME<br>(in thousands) Full year ended December 31,<br>2021<br>Full year ended December 31,<br>2013<br>Walker & Dunlop Net Income $265,762 $41,530<br>Adjustments:<br>Income tax expense 86,428 25,257<br>Interest expense 7,981 3,743<br>Amortization and depreciation 210,284 72,946<br>Provision (benefit) for credit losses (13,287) 1,322<br>Net write-offs _ (9,188)<br>Stock compensation expense 36,582 9,194<br>Unamortized issuance costs from corporate debt expense 2,673 _<br>Fair value of expected net cash flows from servicing, net1 (287,145) (91,972)<br>Severance costs2 _ 429<br>Amortization of intangible assets _ 3,009<br>Lease modification and exit charges _ 1,137<br>Loss on extinguishment of debt _ 1,214<br>Gain on termination of servicing3 _ (1,838)<br>Adjusted EBITDA $309,278 $56,783<br>1) Represents the fair value of the expected net cash flows from servicing recognized at commitment, net of the expected guaranty obligations<br>2) Severance costs incurred in connection with the CWCapital acquisition (2012) and cost reduction plan (2013)<br>3) Gain attributable to the termination of the servicing rights associated with a portion of our Fannie Mae small loan portfolio |
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| ESTIMATED ALLIANT ADJUSTED EBITDA<br>RECONCILIATION TO NET INCOME<br>For the year ended<br>(in thousands) December 31, 20221 December 31, 20222<br>Estimated Alliant Net Income $15,000 $20,000<br>Adjustments:<br>Income tax expense 5,500 7,500<br>Interest expense 22,000 22,000<br>Amortization and depreciation 17,500 10,500<br>Provision (benefit) for credit losses _ _<br>Net write-offs _ _<br>Stock compensation expense _ _<br>Fair value of expected net cash flows from servicing, net _ _<br>Adjusted EBITDA $60,000 $60,000<br>1) Low end of net income estimated range<br>2) High end of net income estimated range |
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| ADJUSTED EBITDA RECONCILIATION TO<br>NET INCOME BY SEGMENT<br>(in millions) Full year ended December 31,<br>2021<br>Full year ended December 31,<br>2019<br>Walker & Dunlop Net Income $272 $136<br>Adjustments:<br>Income tax expense 89 45<br>Interest expense on corporate debt _ _<br>Amortization and depreciation _ _<br>Provision (benefit) for credit losses _ _<br>Net write-offs _ _<br>Stock compensation expense 16 11<br>Gain from revaluation of previously held equity-method investment _ _<br>Fair value of expected net cash flows from servicing, net1 (287) (181)<br>Adjusted EBITDA $90 $10<br>1) Represents the fair value of the expected net cash flows from servicing recognized at commitment, net of the expected guaranty obligations<br>Capital Markets |
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| ADJUSTED EBITDA RECONCILIATION TO<br>NET INCOME BY SEGMENT<br>(in millions) Full year ended December 31,<br>2021<br>Full year ended December 31,<br>2019<br>Walker & Dunlop Net Income $106 $109<br>Adjustments:<br>Income tax expense 34 36<br>Interest expense on corporate debt _ _<br>Amortization and depreciation 205 149<br>Provision (benefit) for credit losses (13) 7<br>Net write-offs _ _<br>Stock compensation expense 3 2<br>Gain from revaluation of previously held equity-method investment _ _<br>Fair value of expected net cash flows from servicing, net1 _ _<br>Adjusted EBITDA $335 $303<br>Servicing & Asset Management<br>1) Represents the fair value of the expected net cash flows from servicing recognized at commitment, net of the expected guaranty obligations |
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| ADJUSTED EBITDA RECONCILIATION TO<br>NET INCOME BY SEGMENT<br>(in millions) Full year ended December 31,<br>2021<br>Full year ended December 31,<br>2019<br>Walker & Dunlop Net Income ($112) ($72)<br>Adjustments:<br>Income tax expense (37) (24)<br>Interest expense on corporate debt 8 14<br>Amortization and depreciation 5 4<br>Provision (benefit) for credit losses _ _<br>Net write-offs _ _<br>Stock compensation expense 17 12<br>Unamortized issuance costs from corporate debt expense 3 _<br>Fair value of expected net cash flows from servicing, net1 _ _<br>Adjusted EBITDA ($116) ($65)<br>Corporate<br>1) Represents the fair value of the expected net cash flows from servicing recognized at commitment, net of the expected guaranty obligations |
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