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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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45-2156869
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
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350 Highland Drive
Lewisville, TX
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75067
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(Address of principal executive offices)
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(Zip Code)
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Large Accelerated Filer
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x
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Accelerated Filer
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¨
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Non-Accelerated Filer
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¨
(Do not check if a smaller reporting company.)
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Smaller reporting company
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¨
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September 30,
2014 |
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December 31,
2013 |
||||
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(unaudited)
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|
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
269,735
|
|
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$
|
441,902
|
|
Restricted cash
|
294,044
|
|
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592,747
|
|
||
Accounts receivable
|
3,060,382
|
|
|
5,636,482
|
|
||
Mortgage loans held for sale, $1,695,502 and $2,585,340 at fair value, respectively
|
1,697,041
|
|
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2,603,380
|
|
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Mortgage loans held for investment, net of allowance for loan losses of $3,549 and $2,144 respectively
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195,432
|
|
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211,050
|
|
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Reverse mortgage interests
|
1,956,952
|
|
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1,434,506
|
|
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Mortgage servicing rights, $2,898,209 and $2,488,283 at fair value, respectively
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2,910,640
|
|
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2,503,162
|
|
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Property and equipment, net of accumulated depreciation of $100,515 and $74,723 respectively
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121,635
|
|
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119,185
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Derivative financial instruments
|
88,333
|
|
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123,878
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|
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Other assets
|
282,850
|
|
|
360,397
|
|
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Total assets
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$
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10,877,044
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$
|
14,026,689
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Liabilities and stockholders' equity
|
|
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||||
Notes payable
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$
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3,532,743
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$
|
6,984,351
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Unsecured senior notes
|
2,159,651
|
|
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2,444,062
|
|
||
Payables and accrued liabilities
|
1,344,895
|
|
|
1,308,450
|
|
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Derivative financial instruments
|
9,621
|
|
|
8,526
|
|
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Mortgage servicing liabilities
|
78,954
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|
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82,521
|
|
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Other nonrecourse debt
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2,552,856
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2,208,881
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|
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Total liabilities
|
9,678,720
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|
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13,036,791
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Commitments and contingencies – See Note 15
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—
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|
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—
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|
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Preferred stock at $0.01 par value - 300,000 shares authorized, no shares issued and outstanding
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—
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—
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Common stock at $0.01 par value - 1,000,000 shares authorized, 90,975 shares and 90,330 shares issued at September 30, 2014 and December 31, 2013, respectively
|
910
|
|
|
906
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|
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Additional paid-in-capital
|
586,929
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|
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566,642
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|
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Retained earnings
|
624,057
|
|
|
422,341
|
|
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Treasury shares; 531 shares and 168 shares at cost, respectively
|
(18,449
|
)
|
|
(6,944
|
)
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Accumulated other comprehensive income
|
—
|
|
|
1,963
|
|
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Total Nationstar stockholders' equity
|
1,193,447
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|
|
984,908
|
|
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Noncontrolling interest
|
4,877
|
|
|
4,990
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Total equity
|
1,198,324
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|
989,898
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|
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Total liabilities and equity
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$
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10,877,044
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$
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14,026,689
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For the three months ended September 30,
|
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For the nine months ended September 30,
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||||||||||||
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2014
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2013
|
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2014
|
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2013
|
||||||||
Revenues:
|
|
|
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||||||||
Servicing fee income
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$
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235,408
|
|
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$
|
341,679
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$
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733,671
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$
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802,584
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Other fee income
|
126,101
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|
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84,203
|
|
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346,366
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186,877
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|
||||
Total fee income
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361,509
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425,882
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1,080,037
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989,461
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|
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Gain on mortgage loans held for sale
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142,815
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205,956
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443,667
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677,104
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|
||||
Total revenues
|
504,324
|
|
|
631,838
|
|
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1,523,704
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1,666,565
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|
||||
Expenses and impairments:
|
|
|
|
|
|
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|
||||||||
Salaries, wages and benefits
|
160,757
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193,258
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|
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471,404
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|
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499,875
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|
||||
General and administrative
|
157,068
|
|
|
187,517
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|
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494,453
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|
|
472,241
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|
||||
Loss on foreclosed real estate and other
|
2,731
|
|
|
9,498
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|
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5,826
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13,363
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|
||||
Occupancy
|
6,668
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|
|
5,581
|
|
|
23,385
|
|
|
18,797
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|
||||
Total expenses and impairments
|
327,224
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395,854
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995,068
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|
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1,004,276
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|
||||
Other income (expense):
|
|
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||||||||
Interest income
|
43,314
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|
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63,903
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|
|
130,198
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|
|
145,948
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|
||||
Interest expense
|
(116,673
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)
|
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(168,215
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)
|
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(412,695
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)
|
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(378,500
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)
|
||||
Gain on disposal of property
|
4,898
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|
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—
|
|
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4,898
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|
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—
|
|
||||
Gain on interest rate swaps and caps
|
940
|
|
|
400
|
|
|
2,808
|
|
|
2,457
|
|
||||
Total other income (expense)
|
(67,521
|
)
|
|
(103,912
|
)
|
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(274,791
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)
|
|
(230,095
|
)
|
||||
Income before taxes
|
109,579
|
|
|
132,072
|
|
|
253,845
|
|
|
432,194
|
|
||||
Income tax expense
|
(1,700
|
)
|
|
50,187
|
|
|
52,242
|
|
|
164,233
|
|
||||
Net income
|
111,279
|
|
|
81,885
|
|
|
201,603
|
|
|
267,961
|
|
||||
Less: Net gain (loss) attributable to noncontrolling interests
|
54
|
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
||||
Net income attributable to Nationstar
|
111,225
|
|
|
81,885
|
|
|
201,716
|
|
|
267,961
|
|
||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Change in value of designated cash flow hedge
|
—
|
|
|
(407
|
)
|
|
(1,963
|
)
|
|
1,412
|
|
||||
Comprehensive income
|
$
|
111,225
|
|
|
$
|
81,478
|
|
|
$
|
199,753
|
|
|
$
|
269,373
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
1.23
|
|
|
$
|
0.92
|
|
|
$
|
2.24
|
|
|
$
|
3.00
|
|
Diluted earnings per share
|
$
|
1.22
|
|
|
$
|
0.91
|
|
|
$
|
2.22
|
|
|
$
|
2.97
|
|
Weighted average shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
90,120
|
|
|
89,477
|
|
|
89,990
|
|
|
89,398
|
|
||||
Dilutive effect of stock awards
|
1,001
|
|
|
921
|
|
|
690
|
|
|
752
|
|
||||
Diluted
|
91,121
|
|
|
90,398
|
|
|
90,680
|
|
|
90,150
|
|
||||
Dividends declared per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Common Shares
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Treasury shares
|
|
Common shares held by subsidiary
|
|
Accumulated
Other Comprehensive Income |
|
Total Nationstar Stockholders'
Equity
|
|
Non-controlling interests
|
|
Total
Equity
|
|||||||||||||||||||
Balance at December 31, 2012
|
90,460
|
|
|
$
|
905
|
|
|
$
|
556,056
|
|
|
$
|
205,287
|
|
|
$
|
—
|
|
|
$
|
(4,566
|
)
|
|
$
|
—
|
|
|
$
|
757,682
|
|
|
$
|
—
|
|
|
$
|
757,682
|
|
Shares issued under incentive plan
|
82
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Change in the value of cash flow hedge, net of tax of $1,183
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,963
|
|
|
1,963
|
|
|
—
|
|
|
1,963
|
|
|||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
10,574
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,574
|
|
|
—
|
|
|
10,574
|
|
|||||||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
4,579
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,579
|
|
|
—
|
|
|
4,579
|
|
|||||||||
Withholding tax related to share based settlement of common stock by management
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,944
|
)
|
|
—
|
|
|
—
|
|
|
(6,944
|
)
|
|
—
|
|
|
(6,944
|
)
|
|||||||||
Shares canceled
|
(212
|
)
|
|
(2
|
)
|
|
(4,564
|
)
|
|
—
|
|
|
—
|
|
|
4,566
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Contributions from joint venture members to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,990
|
|
|
4,990
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
217,054
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217,054
|
|
|
—
|
|
|
217,054
|
|
|||||||||
Balance at December 31, 2013
|
90,330
|
|
|
906
|
|
|
566,642
|
|
|
422,341
|
|
|
(6,944
|
)
|
|
—
|
|
|
1,963
|
|
|
984,908
|
|
|
4,990
|
|
|
989,898
|
|
|||||||||
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Shares (including forfeitures) issued under incentive plan
|
1,176
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Change in the value of cash flow hedge, net of tax of $1,183
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,963
|
)
|
|
(1,963
|
)
|
|
—
|
|
|
(1,963
|
)
|
|||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
11,344
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,344
|
|
|
—
|
|
|
11,344
|
|
|||||||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
2,197
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,197
|
|
|
—
|
|
|
2,197
|
|
|||||||||
Shares acquired by Nationstar related to incentive compensation awards
|
—
|
|
|
—
|
|
|
6,750
|
|
|
—
|
|
|
(11,505
|
)
|
|
—
|
|
|
—
|
|
|
(4,755
|
)
|
|
—
|
|
|
(4,755
|
)
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
201,716
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
201,716
|
|
|
(113
|
)
|
|
201,603
|
|
|||||||||
Balance at September 30, 2014
|
91,506
|
|
|
$
|
910
|
|
|
$
|
586,929
|
|
|
$
|
624,057
|
|
|
$
|
(18,449
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,193,447
|
|
|
$
|
4,877
|
|
|
$
|
1,198,324
|
|
|
For the nine months ended September 30,
|
||||||
|
2014
|
|
2013
|
||||
Operating activities
|
|
|
|
||||
Net income attributable to Nationstar
|
$
|
201,716
|
|
|
$
|
267,961
|
|
Reconciliation of net income to net cash attributable to operating activities:
|
|
|
|
||||
Share-based compensation
|
11,344
|
|
|
8,140
|
|
||
Net tax effect of stock grants
|
(2,197
|
)
|
|
(2,660
|
)
|
||
Loss on foreclosed real estate and other
|
5,826
|
|
|
13,363
|
|
||
Gain on mortgage loans held for sale
|
(443,667
|
)
|
|
(677,104
|
)
|
||
Mortgage loans originated and purchased, net of fees
|
(16,548,058
|
)
|
|
(17,166,460
|
)
|
||
Proceeds on sale of and payments of mortgage loans held for sale and held for investment
|
17,757,055
|
|
|
15,376,486
|
|
||
Gain on derivatives including ineffectiveness
|
(2,808
|
)
|
|
(2,457
|
)
|
||
Cash settlement on derivative financial instruments
|
1,352
|
|
|
(4,544
|
)
|
||
Depreciation and amortization
|
29,963
|
|
|
16,686
|
|
||
Amortization of premiums/discounts
|
16,660
|
|
|
39,261
|
|
||
Fair value changes in excess spread financing
|
61,080
|
|
|
33,229
|
|
||
Fair value changes and amortization/accretion of mortgage servicing rights
|
128,227
|
|
|
(38,117
|
)
|
||
Fair value change in mortgage servicing rights financing liability
|
(38,260
|
)
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable, including servicing advances, net
|
601,549
|
|
|
(96,120
|
)
|
||
Reverse mortgage interests
|
(572,544
|
)
|
|
(460,534
|
)
|
||
Other assets
|
62,286
|
|
|
(331,855
|
)
|
||
Payables and accrued liabilities
|
(25,460
|
)
|
|
503,061
|
|
||
Net cash attributable to operating activities
|
1,244,064
|
|
|
(2,521,664
|
)
|
||
Investing activities
|
|
|
|
||||
Property and equipment additions, net of disposals
|
(41,567
|
)
|
|
(47,883
|
)
|
||
Proceeds from the sale of building
|
10,412
|
|
|
—
|
|
||
Purchases of reverse mortgage servicing rights and interests
|
—
|
|
|
(15,059
|
)
|
||
Purchase of forward mortgage servicing rights, net of liabilities incurred
|
(317,247
|
)
|
|
(2,331,658
|
)
|
||
Proceeds on sale of servicer advances
|
512,527
|
|
|
—
|
|
||
Loan repurchases from Ginnie Mae
|
(9,134
|
)
|
|
—
|
|
||
Proceeds from sales of REO
|
70,480
|
|
|
60,389
|
|
||
Acquisitions, net
|
(18,000
|
)
|
|
(78,200
|
)
|
||
Net cash attributable to investing activities
|
207,471
|
|
|
(2,412,411
|
)
|
|
For the nine months ended September 30,
|
||||||
|
2014
|
|
2013
|
||||
Financing activities
|
|
|
|
||||
Transfers (to) / from restricted cash, net
|
282,289
|
|
|
(348,499
|
)
|
||
Issuance of unsecured senior notes, net
|
—
|
|
|
1,365,244
|
|
||
Repayment of unsecured senior notes
|
(285,000
|
)
|
|
—
|
|
||
Debt financing costs
|
(11,461
|
)
|
|
(46,784
|
)
|
||
Increase (decrease) in notes payable
|
(1,942,141
|
)
|
|
3,042,623
|
|
||
Issuance of excess spread financing
|
150,951
|
|
|
707,640
|
|
||
Repayment of excess spread financing
|
(135,897
|
)
|
|
(77,505
|
)
|
||
Increase in participating interest financing in reverse mortgage interests
|
279,636
|
|
|
422,787
|
|
||
Proceeds from mortgage servicing rights financing
|
52,835
|
|
|
—
|
|
||
Repayment of nonrecourse debt – Legacy assets
|
(12,356
|
)
|
|
(9,925
|
)
|
||
Contributions from joint venture member to noncontrolling interests
|
—
|
|
|
4,990
|
|
||
Net tax benefit for stock grants issued
|
2,197
|
|
|
2,660
|
|
||
Redemption of shares for stock vesting
|
(4,755
|
)
|
|
(6,554
|
)
|
||
Net cash attributable to financing activities
|
(1,623,702
|
)
|
|
5,056,677
|
|
||
Net increase (decrease) in cash and cash equivalents
|
(172,167
|
)
|
|
122,602
|
|
||
Cash and cash equivalents at beginning of period
|
441,902
|
|
|
152,649
|
|
||
Cash and cash equivalents at end of period
|
$
|
269,735
|
|
|
$
|
275,251
|
|
Supplemental disclosures of cash activities
|
|
|
|
||||
Cash paid for interest expense
|
$
|
385,739
|
|
|
$
|
282,417
|
|
Net cash (received)/paid for income taxes
|
(15,847
|
)
|
|
112,392
|
|
||
Supplemental disclosures of non-cash activities
|
|
|
|
||||
Transfer of mortgage loans held for investment to REO at fair value
|
$
|
2,901
|
|
|
$
|
3,238
|
|
Transfer of reverse mortgage interest to REO at fair value
|
50,098
|
|
|
12,036
|
|
||
Mortgage servicing rights resulting from sale or securitization of mortgage loans
|
185,822
|
|
|
177,583
|
|
||
Tax related share-based settlement of common stock
|
4,755
|
|
|
6,554
|
|
||
Excess tax benefit from share based compensation
|
2,197
|
|
|
2,660
|
|
||
Payable to seller of forward mortgage servicing rights
|
63,231
|
|
|
78,091
|
|
||
Change in value of cash flow hedge, net of tax - accumulated other comprehensive income (loss)
|
(1,963
|
)
|
|
1,412
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
Total collateral balances
|
$
|
3,368,452
|
|
|
$
|
3,831,473
|
|
Total certificate balances
|
3,394,555
|
|
|
3,843,694
|
|
Principal Amount of Loans 60 Days or More Past Due
|
September 30, 2014
|
|
September 30, 2013
|
||||
Unconsolidated securitization trusts
|
$
|
887,105
|
|
|
$
|
1,183,582
|
|
|
|
|
|
|
For the three
months ended September 30,
|
|
For the nine
months ended September 30,
|
||||||||||||
Credit Losses
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Unconsolidated securitization trusts
|
$
|
71,757
|
|
|
$
|
57,879
|
|
|
$
|
219,189
|
|
|
$
|
185,612
|
|
|
For the three
months ended September 30,
|
|
For the nine
months ended September 30,
|
|||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||||||||||||||||
|
Servicing Fees Received
|
|
Loan
Repurchases |
|
Servicing Fees Received
|
|
Loan
Repurchases |
|
Servicing Fees Received
|
|
Loan
Repurchases |
|
Servicing Fees Received
|
|
Loan
Repurchases |
|||||||||||||||
Unconsolidated securitization trusts
|
$
|
2,632
|
|
|
$
|
—
|
|
|
$
|
9,515
|
|
|
$
|
—
|
|
|
20,818
|
|
|
$
|
—
|
|
|
$
|
29,219
|
|
|
$
|
—
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||
|
Transfer Included in the Consolidated Financial Statements
|
|
Reverse Secured Borrowings
|
|
Transfer Included in the Consolidated Financial Statements
|
|
Reverse Secured Borrowings
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Restricted cash
|
$
|
98,115
|
|
|
$
|
—
|
|
|
$
|
272,188
|
|
|
$
|
—
|
|
Reverse mortgage interests
|
—
|
|
|
1,296,420
|
|
|
—
|
|
|
1,039,645
|
|
||||
Accounts receivable
|
1,170,414
|
|
|
—
|
|
|
4,031,444
|
|
|
—
|
|
||||
Mortgage loans held for investment, net
|
193,429
|
|
|
—
|
|
|
208,263
|
|
|
—
|
|
||||
Derivative financial instruments
|
1,349
|
|
|
—
|
|
|
3,691
|
|
|
—
|
|
||||
Other assets
|
1,550
|
|
|
—
|
|
|
2,375
|
|
|
—
|
|
||||
Total Assets
|
$
|
1,464,857
|
|
|
$
|
1,296,420
|
|
|
$
|
4,517,961
|
|
|
$
|
1,039,645
|
|
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Notes payable
|
$
|
1,003,200
|
|
|
$
|
—
|
|
|
$
|
3,672,726
|
|
|
$
|
—
|
|
Payables and accrued liabilities
|
1,357
|
|
|
—
|
|
|
4,242
|
|
|
—
|
|
||||
Nonrecourse debt–Legacy Assets
|
78,481
|
|
|
—
|
|
|
89,107
|
|
|
—
|
|
||||
Participating interest financing
|
—
|
|
|
1,367,382
|
|
|
—
|
|
|
1,080,718
|
|
||||
Total Liabilities
|
$
|
1,083,038
|
|
|
$
|
1,367,382
|
|
|
$
|
3,766,075
|
|
|
$
|
1,080,718
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
Servicer advances, net of purchase discount $8,875 and $62,217, respectively
|
$
|
2,594,106
|
|
|
$
|
5,099,670
|
|
Reverse mortgage servicer advances
|
201,541
|
|
|
93,494
|
|
||
Accrued revenues
|
158,861
|
|
|
134,440
|
|
||
Receivables from trusts and agencies
|
84,171
|
|
|
105,917
|
|
||
Accrued interest
|
2,805
|
|
|
6,970
|
|
||
Other
|
18,898
|
|
|
195,991
|
|
||
Total accounts receivable
|
$
|
3,060,382
|
|
|
$
|
5,636,482
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
Mortgage loans held for sale – unpaid principal balance
|
$
|
1,629,030
|
|
|
$
|
2,532,881
|
|
Mark-to-market adjustment, included in Gain on Mortgage Loans Held for Sale
|
68,011
|
|
|
70,499
|
|
||
Total mortgage loans held for sale
|
$
|
1,697,041
|
|
|
$
|
2,603,380
|
|
|
For the nine months ended
|
||||||
|
September 30, 2014
|
|
September 30, 2013
|
||||
Mortgage loans held for sale – beginning balance
|
$
|
2,603,380
|
|
|
$
|
1,480,537
|
|
Mortgage loans originated and purchased, net of fees
|
16,548,058
|
|
|
17,166,460
|
|
||
Proceeds on sale of and payments of mortgage loans held for sale
|
(17,449,261
|
)
|
|
(14,780,987
|
)
|
||
Transfer of mortgage loans held for sale to held for investment or other assets
|
(5,136
|
)
|
|
2,450
|
|
||
Mortgage loans held for sale – ending balance
|
$
|
1,697,041
|
|
|
$
|
3,868,460
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
Mortgage loans held for investment, net – unpaid principal balance
|
|
$
|
283,115
|
|
|
$
|
305,085
|
|
Transfer discount:
|
|
|
|
|
||||
Accretable
|
|
(16,025
|
)
|
|
(17,362
|
)
|
||
Non-accretable
|
|
(68,109
|
)
|
|
(74,529
|
)
|
||
Allowance for loan losses
|
|
(3,549
|
)
|
|
(2,144
|
)
|
||
Total mortgage loans held for investment, net
|
|
$
|
195,432
|
|
|
$
|
211,050
|
|
|
For the nine months ended September 30, 2014
|
|
Year ended December 31, 2013
|
||||
Accretable Yield
|
|
|
|
||||
Balance at the beginning of the period
|
$
|
17,362
|
|
|
$
|
19,749
|
|
Accretion
|
(2,258
|
)
|
|
(3,235
|
)
|
||
Reclassifications from (to) nonaccretable discount
|
921
|
|
|
848
|
|
||
Balance at the end of the period
|
$
|
16,025
|
|
|
$
|
17,362
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
UPB of advances previously securitized by Nationstar
|
$
|
1,296,420
|
|
|
$
|
1,039,645
|
|
UPB of advances not securitized
|
661,962
|
|
|
395,663
|
|
||
Allowance for losses - reverse mortgage interests
|
(1,430
|
)
|
|
(802
|
)
|
||
Total reverse mortgage interests
|
$
|
1,956,952
|
|
|
$
|
1,434,506
|
|
Credit Sensitive MSRs
|
September 30, 2014
|
|
December 31, 2013
|
||
Discount rate
|
12.15
|
%
|
|
14.17
|
%
|
Total prepayment speeds
|
17.24
|
%
|
|
20.34
|
%
|
Expected weighted-average life
|
5.59 years
|
|
|
4.63 years
|
|
Credit losses
|
7.35
|
%
|
|
22.87
|
%
|
Interest Rate Sensitive MSRs
|
September 30, 2014
|
|
December 31, 2013
|
||
Discount rate
|
9.60
|
%
|
|
10.50
|
%
|
Total prepayment speeds
|
9.77
|
%
|
|
8.97
|
%
|
Expected weighted-average life
|
7.01 years
|
|
|
7.88 years
|
|
Credit losses
|
2.22
|
%
|
|
9.12
|
%
|
|
For the nine months ended
September 30, 2014
|
|
For the year ended
December 31, 2013
|
||||
Fair value at the beginning of the period
|
$
|
2,488,283
|
|
|
$
|
635,860
|
|
Additions:
|
|
|
|
||||
Servicing resulting from transfers of financial assets
|
185,822
|
|
|
248,381
|
|
||
Purchases of servicing assets
|
353,450
|
|
|
1,545,584
|
|
||
Changes in fair value:
|
|
|
|
||||
Due to changes in valuation inputs or assumptions used in the valuation model
|
49,779
|
|
|
355,586
|
|
||
Other changes in fair value
|
(179,125
|
)
|
|
(297,128
|
)
|
||
Fair value at the end of the period
|
$
|
2,898,209
|
|
|
$
|
2,488,283
|
|
UPB of forward loans serviced for others
|
|
|
|
||||
Credit sensitive loans
|
$
|
242,991,593
|
|
|
$
|
266,757,777
|
|
Interest sensitive loans
|
75,980,389
|
|
|
56,056,362
|
|
||
Total owned loans
|
$
|
318,971,982
|
|
|
$
|
322,814,139
|
|
|
Discount Rate
|
|
Total Prepayment
Speeds
|
|
Credit Losses
|
|||||||||||||||
|
100 bps
Adverse
Change
|
200 bps
Adverse
Change
|
|
10%
Adverse
Change
|
20%
Adverse
Change
|
|
10%
Adverse
Change
|
20%
Adverse
Change
|
||||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage servicing rights
|
$
|
(109,213
|
)
|
$
|
(205,224
|
)
|
|
$
|
(107,917
|
)
|
$
|
(206,835
|
)
|
|
$
|
(37,922
|
)
|
$
|
(75,760
|
)
|
December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage servicing rights
|
$
|
(74,681
|
)
|
$
|
(151,899
|
)
|
|
$
|
(101,590
|
)
|
$
|
(195,445
|
)
|
|
$
|
(89,958
|
)
|
$
|
(178,669
|
)
|
|
For the nine months ended
|
|
For the year ended
|
||||||||||||
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Activity of MSRs at amortized cost
|
|
|
|
|
|
|
|
||||||||
Balance at the beginning of the period
|
$
|
14,879
|
|
|
$
|
82,521
|
|
|
$
|
10,973
|
|
|
$
|
83,238
|
|
Additions:
|
|
|
|
|
|
|
|
||||||||
Purchase /Assumptions of servicing rights/obligations
|
—
|
|
|
—
|
|
|
3,980
|
|
|
—
|
|
||||
Deductions:
|
|
|
|
|
|
|
|
||||||||
Amortization/Accretion
|
(2,448
|
)
|
|
(3,567
|
)
|
|
(74
|
)
|
|
(717
|
)
|
||||
Balance at end of the period
|
$
|
12,431
|
|
|
$
|
78,954
|
|
|
$
|
14,879
|
|
|
$
|
82,521
|
|
Fair value at end of period
|
$
|
35,475
|
|
|
$
|
61,853
|
|
|
$
|
29,192
|
|
|
$
|
63,996
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
Loans subject to repurchase right from Ginnie Mae
|
$
|
83,547
|
|
|
$
|
120,736
|
|
Goodwill
|
54,701
|
|
|
38,820
|
|
||
Real estate owned (REO), net
|
53,264
|
|
|
45,632
|
|
||
Deferred financing costs
|
48,949
|
|
|
73,030
|
|
||
Intangible assets
|
20,187
|
|
|
21,737
|
|
||
Prepaid expenses
|
9,942
|
|
|
21,993
|
|
||
Collateral deposits on derivative instruments
|
5,487
|
|
|
25,932
|
|
||
Receivables from affiliates
|
5,479
|
|
|
8,861
|
|
||
Other
|
1,294
|
|
|
3,656
|
|
||
Total other assets
|
$
|
282,850
|
|
|
$
|
360,397
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
Payables to servicing and subservicing investors
(1)
|
$
|
314,864
|
|
|
$
|
359,214
|
|
Payables to insurance carriers and insurance cancellation reserves
|
159,351
|
|
|
164,244
|
|
||
Taxes
|
100,190
|
|
|
35,961
|
|
||
Loans subject to repurchase from Ginnie Mae
|
83,547
|
|
|
120,736
|
|
||
MSR purchases payable including advances
|
65,374
|
|
|
135,759
|
|
||
Accrued interest
|
64,559
|
|
|
76,303
|
|
||
Accrued bonus and payroll
|
62,023
|
|
|
66,755
|
|
||
Repurchase reserves
|
48,252
|
|
|
40,695
|
|
||
Other
(2)
|
446,735
|
|
|
308,783
|
|
||
Total payables and accrued liabilities
|
$
|
1,344,895
|
|
|
$
|
1,308,450
|
|
(1)
|
In January and June 2013, Nationstar terminated these interest rate swaps.
|
|
|
|
|
|
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||||
|
Interest Rate
|
|
Maturity Date
|
|
Collateral
|
|
Capacity Amount
|
|
Outstanding
|
|
Collateral Pledged
|
|
Outstanding
|
|
Collateral pledged
|
||||||||||
Servicing Segment Notes Payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
MBS advance financing facility
|
LIBOR+2.50% to 4.00%
|
|
March 2015
|
|
Servicing advance receivables
|
|
$
|
775,000
|
|
|
$
|
455,629
|
|
|
$
|
514,841
|
|
|
$
|
560,814
|
|
|
$
|
651,953
|
|
Securities repurchase facility (2011)
|
LIBOR +3.50%
|
|
90 day revolving
|
|
Nonrecourse debt - Legacy Assets
|
|
—
|
|
|
34,613
|
|
|
55,603
|
|
|
35,546
|
|
|
55,603
|
|
|||||
Nationstar agency advance financing facility
(1)
|
LIBOR+1.20% to 3.75%
|
|
October 2015
|
|
Servicing advance receivables
|
|
1,100,000
|
|
|
603,354
|
|
|
718,970
|
|
|
851,957
|
|
|
918,574
|
|
|||||
Reverse participations financing facility
|
LIBOR+4.00%
|
|
June 2014
(7)
|
|
Reverse mortgage loans
(2)
|
|
150,000
|
|
|
—
|
|
|
—
|
|
|
102,031
|
|
|
124,536
|
|
|||||
MBS advance financing facility (2012)
|
LIBOR+5.00%
|
|
April 2015
|
|
Servicing advance receivables
|
|
50,000
|
|
|
39,654
|
|
|
47,467
|
|
|
179,306
|
|
|
220,833
|
|
|||||
Nationstar Mortgage Advance Receivable
Trust
(3)
|
LIBOR+1.15% to 5.30%
|
|
June 2014
(4)
June 2016
(6)
June 2018
|
|
Servicing advance receivables
|
|
475,000
|
|
|
399,846
|
|
|
450,345
|
|
|
1,240,940
|
|
|
1,347,410
|
|
|||||
MBS servicer advance facility (2014)
|
LIBOR + 3.50%
|
|
July 2015
|
|
Servicing advance receivables
|
|
80,000
|
|
|
68,123
|
|
|
92,165
|
|
|
—
|
|
|
—
|
|
|||||
Nationstar Servicer Advance Receivables Trust 2013 - BA
(5)
|
LIBOR+2.50%
|
|
June 2014
|
|
Servicing advance receivables
|
|
1,000,000
|
|
|
—
|
|
|
—
|
|
|
1,579,830
|
|
|
1,764,296
|
|
|||||
|
|
1,601,219
|
|
|
1,879,391
|
|
|
4,550,424
|
|
|
5,083,205
|
|
|||||||||||||
|
|
||||||||||||||||||||||||
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||||
|
Interest Rate
|
|
Maturity Date
|
|
Collateral
|
|
Capacity Amount
|
|
Outstanding
|
|
Collateral Pledged
|
|
Outstanding
|
|
Collateral pledged
|
||||||||||
Originations Segment Notes Payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
$1.5 billion warehouse facility
|
LIBOR+2.00% to 2.875%
|
|
October 2015
|
|
Mortgage loans or MBS
|
|
$
|
1,500,000
|
|
|
$
|
698,300
|
|
|
$
|
793,342
|
|
|
$
|
797,281
|
|
|
$
|
891,648
|
|
$750 million warehouse facility
|
LIBOR+1.75% to 2.50%
|
|
April 2015
|
|
Mortgage loans or MBS
|
|
750,000
|
|
|
428,970
|
|
|
447,121
|
|
|
639,378
|
|
|
673,599
|
|
|||||
$500 million warehouse facility
|
LIBOR+1.75% to 2.75%
|
|
September 2015
|
|
Mortgage loans or MBS
|
|
500,000
|
|
|
253,713
|
|
|
260,443
|
|
|
111,980
|
|
|
115,629
|
|
|||||
$500 million warehouse facility
|
LIBOR+0.75% to 3.50%
|
|
June 2015
|
|
Mortgage loans or MBS
|
|
500,000
|
|
|
197,067
|
|
|
209,060
|
|
|
214,570
|
|
|
224,162
|
|
|||||
$500 million warehouse facility
|
LIBOR+ 1.50% to 2.25%
|
|
June 2015
|
|
Mortgage loans or MBS
|
|
500,000
|
|
|
226,249
|
|
|
231,696
|
|
|
447,926
|
|
|
477,980
|
|
|||||
$300 million warehouse facility
|
LIBOR +2.50%
|
|
September 2014
(8)
|
|
Mortgage loans or MBS
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
159,435
|
|
|
166,482
|
|
|||||
$200 million warehouse facility
|
LIBOR+2.75%
|
|
February 2015
|
|
Mortgage loans or MBS
|
|
200,000
|
|
|
87,145
|
|
|
103,804
|
|
|
63,357
|
|
|
93,098
|
|
|||||
$75 million warehouse facility (HCM)
(9)
|
LIBOR+ 2.25% to 2.875%
|
|
October 2015
|
|
Mortgage loans or MBS
|
|
75,000
|
|
|
40,080
|
|
|
41,786
|
|
|
—
|
|
|
—
|
|
|||||
ASAP+ facility
|
LIBOR+1.50%
|
|
Up to 45 days
|
|
GSE mortgage loans or GSE MBS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
1,931,524
|
|
|
2,087,252
|
|
|
2,433,927
|
|
|
2,642,598
|
|
||||||
|
|
|
|
|
|
|
|
|
$
|
3,532,743
|
|
|
$
|
3,966,643
|
|
|
$
|
6,984,351
|
|
|
$
|
7,725,803
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
$285 million face value, 10.875% interest rate payable semi-annually, due April 2015
(1)
|
$
|
—
|
|
|
$
|
283,153
|
|
$475 million face value, 6.500% interest rate payable semi-annually, due August 2018
|
475,000
|
|
|
475,000
|
|
||
$375 million face value, 9.625% interest rate payable semi-annually, due May 2019
|
378,756
|
|
|
379,360
|
|
||
$400 million face value, 7.875% interest rate payable semi-annually, due October 2020
|
400,565
|
|
|
400,634
|
|
||
$600 million face value, 6.500% interest rate payable semi-annually, due July 2021
|
605,330
|
|
|
605,915
|
|
||
$300 million face value, 6.500% interest rate payable semi-annually, due June 2022
|
300,000
|
|
|
300,000
|
|
||
Total
|
$
|
2,159,651
|
|
|
$
|
2,444,062
|
|
Year
|
Amount
|
||
2014
|
$
|
—
|
|
2015
|
—
|
|
|
2016
|
—
|
|
|
2017
|
—
|
|
|
2018
|
475,000
|
|
|
Thereafter
|
1,675,000
|
|
|
Total
|
$
|
2,150,000
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
Nonrecourse debt - Legacy Assets
|
$
|
78,481
|
|
|
$
|
89,107
|
|
Excess spread financing - fair value
|
1,062,544
|
|
|
986,410
|
|
||
Participating interest financing
|
1,367,382
|
|
|
1,103,490
|
|
||
Mortgage servicing rights financing liabilities
|
44,449
|
|
|
29,874
|
|
||
Total
|
$
|
2,552,856
|
|
|
$
|
2,208,881
|
|
|
Discount Rate
|
|
Total Prepayment
Speeds
|
|
Credit Losses
|
|||||||||||||||
|
100 bps
Adverse
Change
|
200 bps
Adverse
Change
|
|
10%
Adverse
Change
|
20%
Adverse
Change
|
|
10%
Adverse
Change
|
20%
Adverse
Change
|
||||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
||||||||||||
Excess spread financing
|
$
|
38,897
|
|
$
|
79,644
|
|
|
$
|
34,979
|
|
$
|
73,083
|
|
|
$
|
3,066
|
|
$
|
7,665
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||||||
Excess spread financing
|
$
|
33,156
|
|
$
|
68,636
|
|
|
$
|
26,492
|
|
$
|
53,753
|
|
|
$
|
29,219
|
|
$
|
42,611
|
|
|
For the three months ended September 30,
|
|
For the nine months ended September 30,
|
||||||||||||
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||
Tax Expense
|
$
|
(1,700
|
)
|
|
$
|
50,187
|
|
|
$
|
52,242
|
|
|
$
|
164,233
|
|
|
|
|
|
|
|
|
|
||||||||
Effective tax rate
|
1.6
|
%
|
|
38.0
|
%
|
|
20.6
|
%
|
|
38.0
|
%
|
Excess Spread financing
|
Prepayment Speeds
|
Average Life (years)
|
Discount Rate
|
Recapture Rate
|
September 30, 2014
|
|
|
|
|
Low
|
5.5%
|
3.9 years
|
9.0%
|
6.6%
|
High
|
19.3%
|
7.4 years
|
14.2%
|
31.9%
|
December 31, 2013
|
|
|
|
|
Low
|
4.0%
|
3.4 years
|
10.1%
|
5.0%
|
High
|
17.6%
|
5.7 years
|
20.0%
|
35.8%
|
|
|
|
September 30, 2014
|
||||||||||||
|
|
|
Recurring Fair Value Measurements
|
||||||||||||
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Mortgage loans held for sale
(1)
|
$
|
1,695,502
|
|
|
$
|
—
|
|
|
$
|
1,695,502
|
|
|
$
|
—
|
|
Mortgage servicing rights
|
2,898,209
|
|
|
—
|
|
|
—
|
|
|
2,898,209
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
||||||||
IRLCs
|
83,446
|
|
|
—
|
|
|
83,446
|
|
|
—
|
|
||||
Forward MBS trades
|
1,488
|
|
|
—
|
|
|
1,488
|
|
|
—
|
|
||||
LPCs
|
2,050
|
|
|
—
|
|
|
2,050
|
|
|
—
|
|
||||
Interest rate swaps and caps
|
1,349
|
|
|
—
|
|
|
1,349
|
|
|
—
|
|
||||
Total assets
|
$
|
4,682,044
|
|
|
$
|
—
|
|
|
$
|
1,783,835
|
|
|
$
|
2,898,209
|
|
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||||
IRLCs
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Interest rate swaps on ABS debt
|
183
|
|
|
—
|
|
|
183
|
|
|
—
|
|
||||
Forward MBS trades
|
8,415
|
|
|
—
|
|
|
8,415
|
|
|
—
|
|
||||
LPCs
|
1,020
|
|
|
—
|
|
|
1,020
|
|
|
—
|
|
||||
Mortgage servicing rights financing
|
44,449
|
|
|
—
|
|
|
—
|
|
|
44,449
|
|
||||
Excess spread financing (at fair value)
|
1,062,544
|
|
|
—
|
|
|
—
|
|
|
1,062,544
|
|
||||
Total liabilities
|
$
|
1,116,614
|
|
|
$
|
—
|
|
|
$
|
9,621
|
|
|
$
|
1,106,993
|
|
|
|
|
December 31, 2013
|
||||||||||||
|
|
|
Recurring Fair Value Measurements
|
||||||||||||
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Mortgage loans held for sale
(1)
|
$
|
2,585,340
|
|
|
$
|
—
|
|
|
$
|
2,585,340
|
|
|
$
|
—
|
|
Mortgage servicing rights
|
2,488,283
|
|
|
—
|
|
|
—
|
|
|
2,488,283
|
|
||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
||||||||
IRLCs
|
87,128
|
|
|
—
|
|
|
87,128
|
|
|
—
|
|
||||
Forward MBS trades
|
32,266
|
|
|
—
|
|
|
32,266
|
|
|
—
|
|
||||
LPCs
|
793
|
|
|
—
|
|
|
793
|
|
|
—
|
|
||||
Interest rate swaps and caps
|
3,691
|
|
|
—
|
|
|
3,691
|
|
|
—
|
|
||||
Total assets
|
$
|
5,197,501
|
|
|
$
|
—
|
|
|
$
|
2,709,218
|
|
|
$
|
2,488,283
|
|
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
|
|
|
|
|
|
|
||||||||
IRLCs
|
$
|
2,698
|
|
|
$
|
—
|
|
|
$
|
2,698
|
|
|
$
|
—
|
|
Interest rate swaps on ABS debt
|
834
|
|
|
—
|
|
|
834
|
|
|
—
|
|
||||
Forward MBS trades
|
3,305
|
|
|
—
|
|
|
3,305
|
|
|
—
|
|
||||
LPCs
|
1,689
|
|
|
—
|
|
|
1,689
|
|
|
—
|
|
||||
Mortgage servicing rights financing
|
29,874
|
|
|
—
|
|
|
—
|
|
|
29,874
|
|
||||
Excess spread financing (at fair value)
|
986,410
|
|
|
—
|
|
|
—
|
|
|
986,410
|
|
||||
Total liabilities
|
$
|
1,024,810
|
|
|
$
|
—
|
|
|
$
|
8,526
|
|
|
$
|
1,016,284
|
|
(1)
|
Based on the nature and risks of these assets, the Company has determined that presenting them as a single class is appropriate.
|
|
|
ASSETS
|
|
LIABILITIES
|
|||||||
For the three months ended September 30, 2014
|
|
Mortgage
servicing rights
|
|
Excess spread
financing
|
Mortgage Servicing Rights Financing
|
||||||
Beginning balance
|
|
$
|
2,678,134
|
|
|
$
|
1,036,038
|
|
$
|
33,452
|
|
Transfers into Level 3
|
|
—
|
|
|
—
|
|
—
|
|
|||
Transfers out of Level 3
|
|
—
|
|
|
—
|
|
—
|
|
|||
Total gains or losses
|
|
|
|
|
|
||||||
Included in earnings
|
|
(5,308
|
)
|
|
37,313
|
|
10,997
|
|
|||
Included in other comprehensive income
|
|
—
|
|
|
—
|
|
—
|
|
|||
Purchases, issuances, sales and settlements
|
|
|
|
|
|
||||||
Purchases
|
|
159,773
|
|
|
—
|
|
—
|
|
|||
Issuances
|
|
65,610
|
|
|
39,833
|
|
—
|
|
|||
Sales
|
|
—
|
|
|
—
|
|
—
|
|
|||
Settlements
|
|
—
|
|
|
(50,640
|
)
|
—
|
|
|||
Ending balance
|
|
$
|
2,898,209
|
|
|
$
|
1,062,544
|
|
$
|
44,449
|
|
|
|
ASSETS
|
|
LIABILITIES
|
|||||||
For the nine months ended September 30, 2014
|
|
Mortgage
servicing rights
|
|
Excess spread
financing
|
Mortgage Servicing Rights Financing
|
||||||
Beginning balance
|
|
$
|
2,488,283
|
|
|
$
|
986,410
|
|
$
|
29,874
|
|
Transfers into Level 3
|
|
—
|
|
|
—
|
|
—
|
|
|||
Transfers out of Level 3
|
|
—
|
|
|
—
|
|
—
|
|
|||
Total gains or losses
|
|
|
|
|
|
||||||
Included in earnings
|
|
(129,346
|
)
|
|
61,080
|
|
(38,260
|
)
|
|||
Included in other comprehensive income
|
|
—
|
|
|
—
|
|
—
|
|
|||
Purchases, issuances, sales and settlements
|
|
|
|
|
|
||||||
Purchases
|
|
353,450
|
|
|
—
|
|
—
|
|
|||
Issuances
|
|
185,822
|
|
|
150,951
|
|
52,835
|
|
|||
Sales
|
|
—
|
|
|
—
|
|
—
|
|
|||
Settlements
|
|
—
|
|
|
(135,897
|
)
|
—
|
|
|||
Ending balance
|
|
$
|
2,898,209
|
|
|
$
|
1,062,544
|
|
$
|
44,449
|
|
|
|
ASSETS
|
|
LIABILITIES
|
|||||||
For the year ended December 31, 2013
|
|
Mortgage
servicing rights
|
|
Excess spread
financing
|
Mortgage Servicing Rights Financing
|
||||||
Beginning balance
|
|
$
|
635,860
|
|
|
$
|
288,089
|
|
$
|
—
|
|
Transfers into Level 3
|
|
—
|
|
|
—
|
|
—
|
|
|||
Transfers out of Level 3
|
|
—
|
|
|
—
|
|
—
|
|
|||
Total gains or losses
|
|
|
|
|
|
||||||
Included in earnings
|
|
58,458
|
|
|
73,333
|
|
—
|
|
|||
Included in other comprehensive income
|
|
—
|
|
|
—
|
|
—
|
|
|||
Purchases, issuances, sales and settlements
|
|
|
|
|
|
||||||
Purchases
|
|
1,545,584
|
|
|
—
|
|
—
|
|
|||
Issuances
|
|
248,381
|
|
|
755,344
|
|
29,874
|
|
|||
Sales
|
|
—
|
|
|
—
|
|
—
|
|
|||
Settlements
|
|
—
|
|
|
(130,356
|
)
|
—
|
|
|||
Ending balance
|
|
$
|
2,488,283
|
|
|
$
|
986,410
|
|
$
|
29,874
|
|
|
September 30, 2014
|
||||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
269,735
|
|
|
$
|
269,735
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
294,044
|
|
|
294,044
|
|
|
—
|
|
|
—
|
|
||||
Mortgage loans held for sale
|
1,697,041
|
|
|
—
|
|
|
1,696,657
|
|
|
—
|
|
||||
Mortgage loans held for investment, net
|
195,432
|
|
|
—
|
|
|
—
|
|
|
168,959
|
|
||||
Reverse mortgage interests
|
1,956,952
|
|
|
—
|
|
|
—
|
|
|
1,937,199
|
|
||||
Derivative financial instruments
|
88,333
|
|
|
—
|
|
|
88,333
|
|
|
—
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Notes payable
|
3,532,743
|
|
|
—
|
|
|
—
|
|
|
3,532,743
|
|
||||
Unsecured senior notes
|
2,159,651
|
|
|
2,150,702
|
|
|
—
|
|
|
—
|
|
||||
Derivative financial instruments
|
9,621
|
|
|
—
|
|
|
9,621
|
|
|
—
|
|
||||
Nonrecourse debt - Legacy assets
|
78,481
|
|
|
—
|
|
|
—
|
|
|
89,018
|
|
||||
Excess spread financing
|
1,062,544
|
|
|
—
|
|
|
—
|
|
|
1,062,544
|
|
||||
Participating interest financing
|
1,367,382
|
|
|
—
|
|
|
1,336,722
|
|
|
—
|
|
||||
Mortgage servicing rights financing liability
|
44,449
|
|
|
—
|
|
|
—
|
|
|
44,449
|
|
||||
|
December 31, 2013
|
||||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
441,902
|
|
|
$
|
441,902
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted cash
|
592,747
|
|
|
592,747
|
|
|
—
|
|
|
—
|
|
||||
Mortgage loans held for sale
|
2,603,380
|
|
|
—
|
|
|
2,601,520
|
|
|
—
|
|
||||
Mortgage loans held for investment, net
|
211,050
|
|
|
—
|
|
|
—
|
|
|
180,435
|
|
||||
Reverse mortgage interests
|
1,434,506
|
|
|
—
|
|
|
—
|
|
|
1,405,197
|
|
||||
Derivative financial instruments
|
123,878
|
|
|
—
|
|
|
123,878
|
|
|
—
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Notes payable
|
6,984,351
|
|
|
—
|
|
|
—
|
|
|
6,984,351
|
|
||||
Unsecured senior notes
|
2,444,062
|
|
|
2,489,886
|
|
|
—
|
|
|
—
|
|
||||
Derivative financial instruments
|
8,526
|
|
|
—
|
|
|
8,526
|
|
|
—
|
|
||||
Nonrecourse debt - Legacy assets
|
89,107
|
|
|
—
|
|
|
—
|
|
|
95,345
|
|
||||
Excess spread financing
|
986,410
|
|
|
—
|
|
|
—
|
|
|
986,410
|
|
||||
Participating interest financing
|
1,103,490
|
|
|
—
|
|
|
1,093,747
|
|
|
—
|
|
||||
Mortgage servicing rights financing liability
|
29,874
|
|
|
—
|
|
|
—
|
|
|
29,874
|
|
|
|
Three months ended September 30, 2014
|
||||||||||||||||||||||||||
|
|
Servicing
|
|
Originations
|
|
Solutionstar
|
|
Total Operating
Segments
|
|
Corporate and Other
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Servicing fee income
|
|
$
|
253,434
|
|
|
$
|
105
|
|
|
$
|
4
|
|
|
$
|
253,543
|
|
|
$
|
(1,002
|
)
|
|
$
|
(17,133
|
)
|
|
$
|
235,408
|
|
Other fee income
|
|
28,113
|
|
|
10,334
|
|
|
85,519
|
|
|
123,966
|
|
|
2,135
|
|
|
—
|
|
|
126,101
|
|
|||||||
Total fee income
|
|
281,547
|
|
|
10,439
|
|
|
85,523
|
|
|
377,509
|
|
|
1,133
|
|
|
(17,133
|
)
|
|
361,509
|
|
|||||||
Gain/(loss) on mortgage loans held for sale
|
|
(1,147
|
)
|
|
128,355
|
|
|
—
|
|
|
127,208
|
|
|
(1,172
|
)
|
|
16,779
|
|
|
142,815
|
|
|||||||
Total revenues
|
|
280,400
|
|
|
138,794
|
|
|
85,523
|
|
|
504,717
|
|
|
(39
|
)
|
|
(354
|
)
|
|
504,324
|
|
|||||||
Total expenses and impairments
|
|
160,975
|
|
|
89,369
|
|
|
50,006
|
|
|
300,350
|
|
|
26,874
|
|
|
—
|
|
|
327,224
|
|
|||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
|
18,369
|
|
|
18,903
|
|
|
—
|
|
|
37,272
|
|
|
5,688
|
|
|
354
|
|
|
43,314
|
|
|||||||
Interest expense
|
|
(48,651
|
)
|
|
(17,085
|
)
|
|
(352
|
)
|
|
(66,088
|
)
|
|
(50,585
|
)
|
|
—
|
|
|
(116,673
|
)
|
|||||||
Gain on sale of property
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,898
|
|
|
—
|
|
|
4,898
|
|
|||||||
Gain (loss) on interest rate swaps and caps
|
|
795
|
|
|
—
|
|
|
—
|
|
|
795
|
|
|
145
|
|
|
—
|
|
|
940
|
|
|||||||
Total other income (expense)
|
|
(29,487
|
)
|
|
1,818
|
|
|
(352
|
)
|
|
(28,021
|
)
|
|
(39,854
|
)
|
|
354
|
|
|
(67,521
|
)
|
|||||||
Income (loss) before taxes
|
|
$
|
89,938
|
|
|
$
|
51,243
|
|
|
$
|
35,165
|
|
|
$
|
176,346
|
|
|
$
|
(66,767
|
)
|
|
$
|
—
|
|
|
$
|
109,579
|
|
Depreciation and amortization
|
|
$
|
2,886
|
|
|
$
|
1,049
|
|
|
$
|
922
|
|
|
$
|
4,857
|
|
|
$
|
4,705
|
|
|
$
|
—
|
|
|
$
|
9,562
|
|
Total assets
|
|
8,370,695
|
|
|
1,929,239
|
|
|
319,910
|
|
|
10,619,844
|
|
|
257,200
|
|
|
—
|
|
|
10,877,044
|
|
|
|
Three months ended September 30, 2013
|
||||||||||||||||||||||||||
|
|
Servicing
|
|
Originations
|
|
Solutionstar
|
|
Total Operating
Segments
|
|
Corporate and Other
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Servicing fee income
|
|
$
|
357,262
|
|
|
$
|
(1
|
)
|
|
$
|
13
|
|
|
$
|
357,274
|
|
|
$
|
551
|
|
|
$
|
(16,146
|
)
|
|
$
|
341,679
|
|
Other fee income
|
|
19,782
|
|
|
23,117
|
|
|
41,254
|
|
|
84,153
|
|
|
50
|
|
|
—
|
|
|
84,203
|
|
|||||||
Total fee income
|
|
377,044
|
|
|
23,116
|
|
|
41,267
|
|
|
441,427
|
|
|
601
|
|
|
(16,146
|
)
|
|
425,882
|
|
|||||||
Gain/(loss) on mortgage loans held for sale
|
|
124
|
|
|
190,186
|
|
|
—
|
|
|
190,310
|
|
|
(101
|
)
|
|
15,747
|
|
|
205,956
|
|
|||||||
Total revenues
|
|
377,168
|
|
|
213,302
|
|
|
41,267
|
|
|
631,737
|
|
|
500
|
|
|
(399
|
)
|
|
631,838
|
|
|||||||
Total expenses and impairments
|
|
158,247
|
|
|
176,600
|
|
|
31,964
|
|
|
366,811
|
|
|
29,043
|
|
|
—
|
|
|
395,854
|
|
|||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
|
31,913
|
|
|
28,273
|
|
|
—
|
|
|
60,186
|
|
|
3,318
|
|
|
399
|
|
|
63,903
|
|
|||||||
Interest expense
|
|
(85,653
|
)
|
|
(32,879
|
)
|
|
(103
|
)
|
|
(118,635
|
)
|
|
(49,580
|
)
|
|
—
|
|
|
(168,215
|
)
|
|||||||
Gain (loss) on interest rate swaps and caps
|
|
94
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
306
|
|
|
—
|
|
|
400
|
|
|||||||
Total other income (expense)
|
|
(53,646
|
)
|
|
(4,606
|
)
|
|
(103
|
)
|
|
(58,355
|
)
|
|
(45,956
|
)
|
|
399
|
|
|
(103,912
|
)
|
|||||||
Income (loss) before taxes
|
|
$
|
165,275
|
|
|
$
|
32,096
|
|
|
$
|
9,200
|
|
|
$
|
206,571
|
|
|
$
|
(74,499
|
)
|
|
$
|
—
|
|
|
$
|
132,072
|
|
Depreciation and amortization
|
|
$
|
3,659
|
|
|
$
|
1,914
|
|
|
$
|
409
|
|
|
$
|
5,982
|
|
|
$
|
1,013
|
|
|
$
|
—
|
|
|
$
|
6,995
|
|
Total assets
|
|
10,067,020
|
|
|
4,256,216
|
|
|
38,977
|
|
|
14,362,213
|
|
|
2,705,859
|
|
|
—
|
|
|
17,068,072
|
|
|
|
Nine months ended September 30, 2014
|
||||||||||||||||||||||||||
|
|
Servicing
|
|
Originations
|
|
Solutionstar
|
|
Total Operating
Segments
|
|
Corporate and Other
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Servicing fee income
|
|
$
|
787,972
|
|
|
$
|
317
|
|
|
$
|
17
|
|
|
$
|
788,306
|
|
|
$
|
(429
|
)
|
|
$
|
(54,206
|
)
|
|
$
|
733,671
|
|
Other fee income
|
|
71,722
|
|
|
38,071
|
|
|
233,869
|
|
|
343,662
|
|
|
2,704
|
|
|
—
|
|
|
346,366
|
|
|||||||
Total fee income
|
|
859,694
|
|
|
38,388
|
|
|
233,886
|
|
|
1,131,968
|
|
|
2,275
|
|
|
(54,206
|
)
|
|
1,080,037
|
|
|||||||
Gain/(loss) on mortgage loans held for sale
|
|
(2,972
|
)
|
|
395,756
|
|
|
—
|
|
|
392,784
|
|
|
(2,223
|
)
|
|
53,106
|
|
|
443,667
|
|
|||||||
Total revenues
|
|
856,722
|
|
|
434,144
|
|
|
233,886
|
|
|
1,524,752
|
|
|
52
|
|
|
(1,100
|
)
|
|
1,523,704
|
|
|||||||
Total expenses and impairments
|
|
511,998
|
|
|
291,503
|
|
|
134,725
|
|
|
938,226
|
|
|
56,842
|
|
|
—
|
|
|
995,068
|
|
|||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
|
59,191
|
|
|
57,751
|
|
|
—
|
|
|
116,942
|
|
|
12,156
|
|
|
1,100
|
|
|
130,198
|
|
|||||||
Interest expense
|
|
(199,464
|
)
|
|
(56,333
|
)
|
|
(496
|
)
|
|
(256,293
|
)
|
|
(156,402
|
)
|
|
—
|
|
|
(412,695
|
)
|
|||||||
Gain on sale of property
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,898
|
|
|
—
|
|
|
4,898
|
|
|||||||
Gain (loss) on interest rate swaps and caps
|
|
2,156
|
|
|
—
|
|
|
—
|
|
|
2,156
|
|
|
652
|
|
|
—
|
|
|
2,808
|
|
|||||||
Total other income (expense)
|
|
(138,117
|
)
|
|
1,418
|
|
|
(496
|
)
|
|
(137,195
|
)
|
|
(138,696
|
)
|
|
1,100
|
|
|
(274,791
|
)
|
|||||||
Income (loss) before taxes
|
|
$
|
206,607
|
|
|
$
|
144,059
|
|
|
$
|
98,665
|
|
|
$
|
449,331
|
|
|
$
|
(195,486
|
)
|
|
$
|
—
|
|
|
$
|
253,845
|
|
Depreciation and amortization
|
|
$
|
11,453
|
|
|
$
|
7,754
|
|
|
$
|
2,764
|
|
|
$
|
21,971
|
|
|
$
|
7,992
|
|
|
$
|
—
|
|
|
$
|
29,963
|
|
Total assets
|
|
8,370,695
|
|
|
1,929,239
|
|
|
319,910
|
|
|
10,619,844
|
|
|
257,200
|
|
|
—
|
|
|
10,877,044
|
|
|
|
Nine months ended September 30, 2013
|
||||||||||||||||||||||||||
|
|
Servicing
|
|
Originations
|
|
Solutionstar
|
|
Total Operating
Segments
|
|
Corporate and Other
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Servicing fee income
|
|
$
|
848,324
|
|
|
$
|
95
|
|
|
$
|
41
|
|
|
$
|
848,460
|
|
|
$
|
1,322
|
|
|
$
|
(47,198
|
)
|
|
$
|
802,584
|
|
Other fee income
|
|
58,795
|
|
|
36,479
|
|
|
91,694
|
|
|
186,968
|
|
|
(91
|
)
|
|
—
|
|
|
186,877
|
|
|||||||
Total fee income
|
|
907,119
|
|
|
36,574
|
|
|
91,735
|
|
|
1,035,428
|
|
|
1,231
|
|
|
(47,198
|
)
|
|
989,461
|
|
|||||||
Gain/(loss) on mortgage loans held for sale
|
|
(61
|
)
|
|
631,212
|
|
|
—
|
|
|
631,151
|
|
|
—
|
|
|
45,953
|
|
|
677,104
|
|
|||||||
Total revenues
|
|
907,058
|
|
|
667,786
|
|
|
91,735
|
|
|
1,666,579
|
|
|
1,231
|
|
|
(1,245
|
)
|
|
1,666,565
|
|
|||||||
Total expenses and impairments
|
|
432,219
|
|
|
424,368
|
|
|
75,906
|
|
|
932,493
|
|
|
71,783
|
|
|
—
|
|
|
1,004,276
|
|
|||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
|
66,961
|
|
|
65,936
|
|
|
—
|
|
|
132,897
|
|
|
11,806
|
|
|
1,245
|
|
|
145,948
|
|
|||||||
Interest expense
|
|
(195,089
|
)
|
|
(56,732
|
)
|
|
(195
|
)
|
|
(252,016
|
)
|
|
(126,484
|
)
|
|
—
|
|
|
(378,500
|
)
|
|||||||
Gain (loss) on interest rate swaps and caps
|
|
1,466
|
|
|
—
|
|
|
—
|
|
|
1,466
|
|
|
991
|
|
|
—
|
|
|
2,457
|
|
|||||||
Total other income (expense)
|
|
(126,662
|
)
|
|
9,204
|
|
|
(195
|
)
|
|
(117,653
|
)
|
|
(113,687
|
)
|
|
1,245
|
|
|
(230,095
|
)
|
|||||||
Income (loss) before taxes
|
|
$
|
348,177
|
|
|
$
|
252,622
|
|
|
$
|
15,634
|
|
|
$
|
616,433
|
|
|
$
|
(184,239
|
)
|
|
$
|
—
|
|
|
$
|
432,194
|
|
Depreciation and amortization
|
|
$
|
9,315
|
|
|
$
|
4,149
|
|
|
712
|
|
|
$
|
14,176
|
|
|
$
|
2,510
|
|
|
$
|
—
|
|
|
$
|
16,686
|
|
|
Total assets
|
|
10,067,020
|
|
|
4,256,216
|
|
|
38,977
|
|
|
14,362,213
|
|
|
2,705,859
|
|
|
—
|
|
|
17,068,072
|
|
NATIONSTAR MORTGAGE HOLDINGS INC.
CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 2014
(IN THOUSANDS)
|
|||||||||||||||||||||||
Assets
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries)
|
|
Non-Guarantor
(Subsidiaries)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
256,513
|
|
|
$
|
691
|
|
|
$
|
12,531
|
|
|
$
|
—
|
|
|
$
|
269,735
|
|
Restricted cash
|
—
|
|
|
195,522
|
|
|
—
|
|
|
98,522
|
|
|
—
|
|
|
294,044
|
|
||||||
Accounts receivable
|
—
|
|
|
2,989,520
|
|
|
2,115
|
|
|
68,747
|
|
|
—
|
|
|
3,060,382
|
|
||||||
Mortgage loans held for sale
|
—
|
|
|
1,655,677
|
|
|
—
|
|
|
41,364
|
|
|
—
|
|
|
1,697,041
|
|
||||||
Mortgage loans held for investment, net
|
—
|
|
|
1,549
|
|
|
—
|
|
|
193,883
|
|
|
—
|
|
|
195,432
|
|
||||||
Reverse mortgage interests
|
—
|
|
|
1,956,952
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,956,952
|
|
||||||
Mortgage servicing rights
|
—
|
|
|
2,910,640
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,910,640
|
|
||||||
Investment in subsidiaries
|
1,181,205
|
|
|
305,193
|
|
|
—
|
|
|
—
|
|
|
(1,486,398
|
)
|
|
—
|
|
||||||
Property and equipment, net
|
—
|
|
|
108,980
|
|
|
835
|
|
|
11,820
|
|
|
—
|
|
|
121,635
|
|
||||||
Derivative financial instruments
|
—
|
|
|
83,627
|
|
|
—
|
|
|
4,706
|
|
|
—
|
|
|
88,333
|
|
||||||
Other assets
|
17,118
|
|
|
523,979
|
|
|
268,420
|
|
|
1,036,860
|
|
|
(1,563,527
|
)
|
|
282,850
|
|
||||||
Total assets
|
$
|
1,198,323
|
|
|
$
|
10,988,152
|
|
|
$
|
272,061
|
|
|
$
|
1,468,433
|
|
|
$
|
(3,049,925
|
)
|
|
$
|
10,877,044
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Notes payable
|
$
|
—
|
|
|
$
|
2,489,464
|
|
|
$
|
—
|
|
|
$
|
1,043,279
|
|
|
$
|
—
|
|
|
$
|
3,532,743
|
|
Unsecured senior notes
|
—
|
|
|
2,159,651
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,159,651
|
|
||||||
Payables and accrued liabilities
|
—
|
|
|
1,343,809
|
|
|
—
|
|
|
32,619
|
|
|
(31,533
|
)
|
|
1,344,895
|
|
||||||
Payables to affiliates
|
—
|
|
|
1,251,073
|
|
|
116,349
|
|
|
164,572
|
|
|
(1,531,994
|
)
|
|
—
|
|
||||||
Derivative financial instruments
|
—
|
|
|
9,621
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,621
|
|
||||||
Mortgage servicing liabilities
|
—
|
|
|
78,954
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78,954
|
|
||||||
Other nonrecourse debt
|
—
|
|
|
2,474,375
|
|
|
—
|
|
|
78,481
|
|
|
—
|
|
|
2,552,856
|
|
||||||
Total liabilities
|
—
|
|
|
9,806,947
|
|
|
116,349
|
|
|
1,318,951
|
|
|
(1,563,527
|
)
|
|
9,678,720
|
|
||||||
Total equity
|
1,198,323
|
|
|
1,181,205
|
|
|
155,712
|
|
|
149,482
|
|
|
(1,486,398
|
)
|
|
1,198,324
|
|
||||||
Total liabilities and equity
|
$
|
1,198,323
|
|
|
$
|
10,988,152
|
|
|
$
|
272,061
|
|
|
$
|
1,468,433
|
|
|
$
|
(3,049,925
|
)
|
|
$
|
10,877,044
|
|
NATIONSTAR MORTGAGE HOLDINGS INC.
CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014 (IN THOUSANDS) |
|||||||||||||||||||||||
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Servicing fee income
|
$
|
—
|
|
|
$
|
252,537
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
(17,133
|
)
|
|
$
|
235,408
|
|
Other fee income
|
—
|
|
|
58,284
|
|
|
(12,973
|
)
|
|
80,790
|
|
|
—
|
|
|
126,101
|
|
||||||
Total fee income
|
—
|
|
|
310,821
|
|
|
(12,969
|
)
|
|
80,790
|
|
|
(17,133
|
)
|
|
361,509
|
|
||||||
Gain on mortgage loans held for sale
|
—
|
|
|
121,912
|
|
|
—
|
|
|
4,124
|
|
|
16,779
|
|
|
142,815
|
|
||||||
Total revenues
|
—
|
|
|
432,733
|
|
|
(12,969
|
)
|
|
84,914
|
|
|
(354
|
)
|
|
504,324
|
|
||||||
Expenses and impairments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salaries, wages and benefits
|
—
|
|
|
135,686
|
|
|
750
|
|
|
24,321
|
|
|
—
|
|
|
160,757
|
|
||||||
General and administrative
|
—
|
|
|
130,356
|
|
|
(3,002
|
)
|
|
29,714
|
|
|
—
|
|
|
157,068
|
|
||||||
Loss on foreclosed real estate and other
|
—
|
|
|
1,230
|
|
|
—
|
|
|
1,501
|
|
|
—
|
|
|
2,731
|
|
||||||
Occupancy
|
—
|
|
|
5,606
|
|
|
44
|
|
|
1,018
|
|
|
—
|
|
|
6,668
|
|
||||||
Total expenses and impairments
|
—
|
|
|
272,878
|
|
|
(2,208
|
)
|
|
56,554
|
|
|
—
|
|
|
327,224
|
|
||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
38,403
|
|
|
—
|
|
|
4,557
|
|
|
354
|
|
|
43,314
|
|
||||||
Interest expense
|
—
|
|
|
(106,771
|
)
|
|
—
|
|
|
(9,902
|
)
|
|
—
|
|
|
(116,673
|
)
|
||||||
Gain on disposal of property
|
—
|
|
|
4,898
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,898
|
|
||||||
Gain/(Loss) on interest rate swaps and caps
|
—
|
|
|
145
|
|
|
—
|
|
|
795
|
|
|
—
|
|
|
940
|
|
||||||
Gain/(loss) from subsidiaries
|
111,225
|
|
|
13,049
|
|
|
—
|
|
|
—
|
|
|
(124,274
|
)
|
|
—
|
|
||||||
Total other income (expense)
|
111,225
|
|
|
(50,276
|
)
|
|
—
|
|
|
(4,550
|
)
|
|
(123,920
|
)
|
|
(67,521
|
)
|
||||||
Income before taxes
|
111,225
|
|
|
109,579
|
|
|
(10,761
|
)
|
|
23,810
|
|
|
(124,274
|
)
|
|
109,579
|
|
||||||
Income tax expense/(benefit)
|
—
|
|
|
(1,700
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,700
|
)
|
||||||
Net income/(loss)
|
111,225
|
|
|
111,279
|
|
|
(10,761
|
)
|
|
23,810
|
|
|
(124,274
|
)
|
|
111,279
|
|
||||||
Less: Net loss attributable to noncontrolling interests
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||||
Net income/(loss) excluding noncontrolling interests
|
$
|
111,225
|
|
|
$
|
111,225
|
|
|
$
|
(10,761
|
)
|
|
$
|
23,810
|
|
|
$
|
(124,274
|
)
|
|
$
|
111,225
|
|
NATIONSTAR MORTGAGE HOLDINGS INC.
CONSOLIDATING STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 (IN THOUSANDS) |
|||||||||||||||||||||||
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Servicing fee income
|
$
|
—
|
|
|
$
|
787,860
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
(54,206
|
)
|
|
$
|
733,671
|
|
Other fee income
|
—
|
|
|
90,309
|
|
|
45,569
|
|
|
210,488
|
|
|
—
|
|
|
346,366
|
|
||||||
Total fee income
|
—
|
|
|
878,169
|
|
|
45,586
|
|
|
210,488
|
|
|
(54,206
|
)
|
|
1,080,037
|
|
||||||
Gain on mortgage loans held for sale
|
—
|
|
|
386,461
|
|
|
—
|
|
|
4,100
|
|
|
53,106
|
|
|
443,667
|
|
||||||
Total revenues
|
—
|
|
|
1,264,630
|
|
|
45,586
|
|
|
214,588
|
|
|
(1,100
|
)
|
|
1,523,704
|
|
||||||
Expenses and impairments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salaries, wages and benefits
|
—
|
|
|
418,190
|
|
|
4,257
|
|
|
48,957
|
|
|
—
|
|
|
471,404
|
|
||||||
General and administrative
|
—
|
|
|
407,220
|
|
|
1,461
|
|
|
85,772
|
|
|
—
|
|
|
494,453
|
|
||||||
Loss on foreclosed real estate and other
|
—
|
|
|
(160
|
)
|
|
—
|
|
|
5,986
|
|
|
—
|
|
|
5,826
|
|
||||||
Occupancy
|
—
|
|
|
20,609
|
|
|
277
|
|
|
2,499
|
|
|
—
|
|
|
23,385
|
|
||||||
Total expenses and impairments
|
—
|
|
|
845,859
|
|
|
5,995
|
|
|
143,214
|
|
|
—
|
|
|
995,068
|
|
||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
116,258
|
|
|
—
|
|
|
12,840
|
|
|
1,100
|
|
|
130,198
|
|
||||||
Interest expense
|
—
|
|
|
(367,784
|
)
|
|
—
|
|
|
(44,911
|
)
|
|
—
|
|
|
(412,695
|
)
|
||||||
Gain on disposal of property
|
—
|
|
|
4,898
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,898
|
|
||||||
Gain/(Loss) on interest rate swaps and caps
|
—
|
|
|
652
|
|
|
—
|
|
|
2,156
|
|
|
—
|
|
|
2,808
|
|
||||||
Gain/(loss) from subsidiaries
|
201,716
|
|
|
81,050
|
|
|
—
|
|
|
—
|
|
|
(282,766
|
)
|
|
—
|
|
||||||
Total other income (expense)
|
201,716
|
|
|
(164,926
|
)
|
|
—
|
|
|
(29,915
|
)
|
|
(281,666
|
)
|
|
(274,791
|
)
|
||||||
Income before taxes
|
201,716
|
|
|
253,845
|
|
|
39,591
|
|
|
41,459
|
|
|
(282,766
|
)
|
|
253,845
|
|
||||||
Income tax expense/(benefit)
|
—
|
|
|
52,242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,242
|
|
||||||
Net income/(loss)
|
201,716
|
|
|
201,603
|
|
|
39,591
|
|
|
41,459
|
|
|
(282,766
|
)
|
|
201,603
|
|
||||||
Less: Net loss attributable to noncontrolling interests
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
||||||
Net income/(loss) excluding noncontrolling interests
|
$
|
201,716
|
|
|
$
|
201,716
|
|
|
$
|
39,591
|
|
|
$
|
41,459
|
|
|
$
|
(282,766
|
)
|
|
$
|
201,716
|
|
NATIONSTAR MORTGAGE HOLDINGS INC.
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014
(IN THOUSANDS)
|
|||||||||||||||||||||||
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries)
|
|
Non-Guarantor
(Subsidiaries)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income/(loss)
|
$
|
201,716
|
|
|
$
|
201,716
|
|
|
$
|
39,591
|
|
|
$
|
41,459
|
|
|
$
|
(282,766
|
)
|
|
$
|
201,716
|
|
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Gain)/loss from subsidiaries
|
(201,716
|
)
|
|
(81,050
|
)
|
|
—
|
|
|
—
|
|
|
282,766
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
11,344
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,344
|
|
||||||
Net tax effect of stock grants
|
—
|
|
|
(2,197
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,197
|
)
|
||||||
Loss on foreclosed real estate and other
|
—
|
|
|
(160
|
)
|
|
—
|
|
|
5,986
|
|
|
—
|
|
|
5,826
|
|
||||||
Gain on mortgage loans held for sale
|
—
|
|
|
(386,461
|
)
|
|
—
|
|
|
(4,100
|
)
|
|
(53,106
|
)
|
|
(443,667
|
)
|
||||||
Mortgage loans originated and purchased, net of fees
|
—
|
|
|
(16,548,058
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,548,058
|
)
|
||||||
Proceeds on sale of and payments of mortgage loans held for sale
|
—
|
|
|
17,729,442
|
|
|
—
|
|
|
(25,493
|
)
|
|
53,106
|
|
|
17,757,055
|
|
||||||
(Gain)/loss on derivatives including ineffectiveness
|
—
|
|
|
(652
|
)
|
|
—
|
|
|
(2,156
|
)
|
|
—
|
|
|
(2,808
|
)
|
||||||
Cash settlement on derivative financial instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
1,352
|
|
|
—
|
|
|
1,352
|
|
||||||
Depreciation and amortization
|
—
|
|
|
27,148
|
|
|
89
|
|
|
2,726
|
|
|
—
|
|
|
29,963
|
|
||||||
Amortization (accretion) of premiums/discounts
|
—
|
|
|
18,578
|
|
|
—
|
|
|
(1,918
|
)
|
|
—
|
|
|
16,660
|
|
||||||
Fair value changes in excess spread financing
|
—
|
|
|
61,080
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,080
|
|
||||||
Fair value changes and amortization/accretion of mortgage servicing rights
|
—
|
|
|
128,227
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128,227
|
|
||||||
Fair value change in mortgage servicing rights liability
|
—
|
|
|
(38,260
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,260
|
)
|
||||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivable, including servicing advances, net
|
—
|
|
|
(3,395,051
|
)
|
|
467
|
|
|
3,996,133
|
|
|
—
|
|
|
601,549
|
|
||||||
Reverse mortgage funded advances
|
—
|
|
|
(572,544
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(572,544
|
)
|
||||||
Other assets
|
4,755
|
|
|
1,659,322
|
|
|
(37,347
|
)
|
|
(1,564,513
|
)
|
|
69
|
|
|
62,286
|
|
||||||
Payables and accrued liabilities
|
—
|
|
|
(38,452
|
)
|
|
(5,950
|
)
|
|
19,011
|
|
|
(69
|
)
|
|
(25,460
|
)
|
||||||
Net cash attributable to operating activities
|
4,755
|
|
|
(1,226,028
|
)
|
|
(3,150
|
)
|
|
2,468,487
|
|
|
—
|
|
|
1,244,064
|
|
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries)
|
|
Non-Guarantor
(Subsidiaries)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions, net of disposals
|
—
|
|
|
(29,517
|
)
|
|
(69
|
)
|
|
(11,981
|
)
|
|
—
|
|
|
(41,567
|
)
|
||||||
Gain on disposal of building
|
—
|
|
|
10,412
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,412
|
|
||||||
Purchase of forward mortgage servicing rights, net of liabilities incurred
|
—
|
|
|
(317,247
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(317,247
|
)
|
||||||
Proceeds from sale of servicer advances
|
—
|
|
|
512,527
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
512,527
|
|
||||||
Loan repurchases from Ginnie Mae
|
—
|
|
|
(9,134
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,134
|
)
|
||||||
Proceeds from sales of REO
|
—
|
|
|
70,480
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,480
|
|
||||||
Acquisitions, net
|
—
|
|
|
(18,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,000
|
)
|
||||||
Net cash attributable to investing activities
|
—
|
|
|
219,521
|
|
|
(69
|
)
|
|
(11,981
|
)
|
|
—
|
|
|
207,471
|
|
||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Transfers (to)/from restricted cash, net
|
—
|
|
|
100,185
|
|
|
3
|
|
|
182,101
|
|
|
—
|
|
|
282,289
|
|
||||||
Repayment of unsecured senior notes
|
—
|
|
|
(285,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(285,000
|
)
|
||||||
Debt financing costs
|
—
|
|
|
(11,461
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,461
|
)
|
||||||
Increase/(decrease) in notes payable
|
—
|
|
|
687,306
|
|
|
—
|
|
|
(2,629,447
|
)
|
|
—
|
|
|
(1,942,141
|
)
|
||||||
Issuance of excess spread financing
|
—
|
|
|
150,951
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150,951
|
|
||||||
Repayment of excess spread financing
|
—
|
|
|
(135,897
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(135,897
|
)
|
||||||
Increase in participating interest financing in reverse mortgage interests
|
—
|
|
|
279,636
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
279,636
|
|
||||||
Proceeds from mortgage servicing rights financing
|
—
|
|
|
52,835
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,835
|
|
||||||
Repayment of nonrecourse debt–Legacy assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,356
|
)
|
|
—
|
|
|
(12,356
|
)
|
||||||
Net tax benefit for stock grants issued
|
—
|
|
|
2,197
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,197
|
|
||||||
Redemption of shares for stock vesting
|
(4,755
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,755
|
)
|
||||||
Net cash attributable to financing activities
|
(4,755
|
)
|
|
840,752
|
|
|
3
|
|
|
(2,459,702
|
)
|
|
—
|
|
|
(1,623,702
|
)
|
||||||
Net increase in cash and cash equivalents
|
—
|
|
|
(165,755
|
)
|
|
(3,216
|
)
|
|
(3,196
|
)
|
|
—
|
|
|
(172,167
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
422,268
|
|
|
3,907
|
|
|
15,727
|
|
|
—
|
|
|
441,902
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
256,513
|
|
|
$
|
691
|
|
|
$
|
12,531
|
|
|
$
|
—
|
|
|
$
|
269,735
|
|
NATIONSTAR MORTGAGE HOLDINGS INC.
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2013
(IN THOUSANDS)
|
|||||||||||||||||||||||
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries)
|
|
Non-Guarantor
(Subsidiaries)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
422,268
|
|
|
$
|
3,907
|
|
|
$
|
15,727
|
|
|
$
|
—
|
|
|
$
|
441,902
|
|
Restricted cash
|
—
|
|
|
312,120
|
|
|
3
|
|
|
280,624
|
|
|
—
|
|
|
592,747
|
|
||||||
Accounts receivable
|
—
|
|
|
1,569,021
|
|
|
2,582
|
|
|
4,064,879
|
|
|
—
|
|
|
5,636,482
|
|
||||||
Mortgage loans held for sale
|
—
|
|
|
2,603,380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,603,380
|
|
||||||
Mortgage loans held for investment, net
|
—
|
|
|
2,786
|
|
|
—
|
|
|
208,264
|
|
|
—
|
|
|
211,050
|
|
||||||
Reverse mortgage interests
|
—
|
|
|
1,434,506
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,434,506
|
|
||||||
Mortgage servicing rights
|
—
|
|
|
2,503,162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,503,162
|
|
||||||
Investment in subsidiaries
|
968,027
|
|
|
181,545
|
|
|
—
|
|
|
—
|
|
|
(1,149,572
|
)
|
|
—
|
|
||||||
Property and equipment, net
|
—
|
|
|
115,765
|
|
|
855
|
|
|
2,565
|
|
|
—
|
|
|
119,185
|
|
||||||
Derivative financial instruments
|
—
|
|
|
120,187
|
|
|
—
|
|
|
3,691
|
|
|
—
|
|
|
123,878
|
|
||||||
Other assets
|
21,872
|
|
|
4,683,749
|
|
|
323,346
|
|
|
3,373,048
|
|
|
(8,041,618
|
)
|
|
360,397
|
|
||||||
Total assets
|
$
|
989,899
|
|
|
$
|
13,948,489
|
|
|
$
|
330,693
|
|
|
$
|
7,948,798
|
|
|
$
|
(9,191,190
|
)
|
|
$
|
14,026,689
|
|
Liabilities and members’ equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Notes payable
|
$
|
—
|
|
|
$
|
3,311,625
|
|
|
$
|
—
|
|
|
$
|
3,672,726
|
|
|
$
|
—
|
|
|
$
|
6,984,351
|
|
Unsecured senior notes
|
—
|
|
|
2,444,062
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,444,062
|
|
||||||
Payables and accrued liabilities
|
—
|
|
|
1,319,172
|
|
|
5,950
|
|
|
14,791
|
|
|
(31,463
|
)
|
|
1,308,450
|
|
||||||
Payables to affiliates
|
—
|
|
|
3,694,782
|
|
|
116,349
|
|
|
4,199,023
|
|
|
(8,010,154
|
)
|
|
—
|
|
||||||
Derivative financial instruments
|
—
|
|
|
8,526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,526
|
|
||||||
Mortgage servicing liabilities
|
—
|
|
|
82,521
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82,521
|
|
||||||
Other nonrecourse debt
|
—
|
|
|
2,119,774
|
|
|
—
|
|
|
89,107
|
|
|
—
|
|
|
2,208,881
|
|
||||||
Total liabilities
|
—
|
|
|
12,980,462
|
|
|
122,299
|
|
|
7,975,647
|
|
|
(8,041,617
|
)
|
|
13,036,791
|
|
||||||
Total equity
|
989,899
|
|
|
968,027
|
|
|
208,394
|
|
|
(26,849
|
)
|
|
(1,149,573
|
)
|
|
989,898
|
|
||||||
Total liabilities and equity
|
$
|
989,899
|
|
|
$
|
13,948,489
|
|
|
$
|
330,693
|
|
|
$
|
7,948,798
|
|
|
$
|
(9,191,190
|
)
|
|
$
|
14,026,689
|
|
NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013
(IN THOUSANDS) |
|||||||||||||||||||||||
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Servicing fee income
|
$
|
—
|
|
|
$
|
357,832
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(16,153
|
)
|
|
$
|
341,679
|
|
Other fee income
|
—
|
|
|
23,404
|
|
|
58,780
|
|
|
2,019
|
|
|
—
|
|
|
84,203
|
|
||||||
Total fee income
|
—
|
|
|
381,236
|
|
|
58,780
|
|
|
2,019
|
|
|
(16,153
|
)
|
|
425,882
|
|
||||||
Gain on mortgage loans held for sale
|
—
|
|
|
190,202
|
|
|
—
|
|
|
—
|
|
|
15,754
|
|
|
205,956
|
|
||||||
Total revenues
|
—
|
|
|
571,438
|
|
|
58,780
|
|
|
2,019
|
|
|
(399
|
)
|
|
631,838
|
|
||||||
Expenses and impairments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salaries, wages and benefits
|
—
|
|
|
181,366
|
|
|
11,799
|
|
|
93
|
|
|
—
|
|
|
193,258
|
|
||||||
General and administrative
|
—
|
|
|
167,409
|
|
|
19,566
|
|
|
542
|
|
|
—
|
|
|
187,517
|
|
||||||
Loss on foreclosed real estate and other
|
—
|
|
|
5,221
|
|
|
—
|
|
|
4,277
|
|
|
—
|
|
|
9,498
|
|
||||||
Occupancy
|
—
|
|
|
5,237
|
|
|
344
|
|
|
—
|
|
|
—
|
|
|
5,581
|
|
||||||
Total expenses and impairments
|
—
|
|
|
359,233
|
|
|
31,709
|
|
|
4,912
|
|
|
—
|
|
|
395,854
|
|
||||||
Other income / (expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
60,150
|
|
|
—
|
|
|
3,354
|
|
|
399
|
|
|
63,903
|
|
||||||
Interest expense
|
—
|
|
|
(132,701
|
)
|
|
—
|
|
|
(35,514
|
)
|
|
—
|
|
|
(168,215
|
)
|
||||||
Gain on interest rate swaps and caps
|
—
|
|
|
306
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
400
|
|
||||||
Gain /(loss) from subsidiaries
|
81,885
|
|
|
(7,888
|
)
|
|
—
|
|
|
—
|
|
|
(73,997
|
)
|
|
—
|
|
||||||
Total other income /(expense)
|
81,885
|
|
|
(80,133
|
)
|
|
—
|
|
|
(32,066
|
)
|
|
(73,598
|
)
|
|
(103,912
|
)
|
||||||
Income before taxes
|
81,885
|
|
|
132,072
|
|
|
27,071
|
|
|
(34,959
|
)
|
|
(73,997
|
)
|
|
132,072
|
|
||||||
Income tax expense
|
—
|
|
|
50,187
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,187
|
|
||||||
Net income (loss)
|
$
|
81,885
|
|
|
$
|
81,885
|
|
|
$
|
27,071
|
|
|
$
|
(34,959
|
)
|
|
$
|
(73,997
|
)
|
|
$
|
81,885
|
|
NATIONSTAR MORTGAGE HOLDINGS INC. CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013
(IN THOUSANDS) |
|||||||||||||||||||||||
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries) |
|
Non-Guarantor
(Subsidiaries) |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Servicing fee income
|
$
|
—
|
|
|
$
|
849,789
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(47,205
|
)
|
|
$
|
802,584
|
|
Other fee income
|
—
|
|
|
37,800
|
|
|
146,791
|
|
|
2,286
|
|
|
—
|
|
|
186,877
|
|
||||||
Total fee income
|
—
|
|
|
887,589
|
|
|
146,791
|
|
|
2,286
|
|
|
(47,205
|
)
|
|
989,461
|
|
||||||
Gain on mortgage loans held for sale
|
—
|
|
|
631,144
|
|
|
—
|
|
|
—
|
|
|
45,960
|
|
|
677,104
|
|
||||||
Total revenues
|
—
|
|
|
1,518,733
|
|
|
146,791
|
|
|
2,286
|
|
|
(1,245
|
)
|
|
1,666,565
|
|
||||||
Expenses and impairments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salaries, wages and benefits
|
—
|
|
|
470,020
|
|
|
29,762
|
|
|
93
|
|
|
—
|
|
|
499,875
|
|
||||||
General and administrative
|
—
|
|
|
425,268
|
|
|
46,378
|
|
|
595
|
|
|
—
|
|
|
472,241
|
|
||||||
Loss on foreclosed real estate and other
|
—
|
|
|
9,288
|
|
|
—
|
|
|
4,075
|
|
|
—
|
|
|
13,363
|
|
||||||
Occupancy
|
—
|
|
|
18,038
|
|
|
759
|
|
|
—
|
|
|
—
|
|
|
18,797
|
|
||||||
Total expenses and impairments
|
—
|
|
|
922,614
|
|
|
76,899
|
|
|
4,763
|
|
|
—
|
|
|
1,004,276
|
|
||||||
Other income / (expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income
|
—
|
|
|
133,834
|
|
|
—
|
|
|
10,869
|
|
|
1,245
|
|
|
145,948
|
|
||||||
Interest expense
|
—
|
|
|
(299,225
|
)
|
|
—
|
|
|
(79,275
|
)
|
|
—
|
|
|
(378,500
|
)
|
||||||
Gain on interest rate swaps and caps
|
—
|
|
|
726
|
|
|
—
|
|
|
1,731
|
|
|
—
|
|
|
2,457
|
|
||||||
Gain /(loss) from subsidiaries
|
267,961
|
|
|
740
|
|
|
—
|
|
|
—
|
|
|
(268,701
|
)
|
|
—
|
|
||||||
Total other income /(expense)
|
267,961
|
|
|
(163,925
|
)
|
|
—
|
|
|
(66,675
|
)
|
|
(267,456
|
)
|
|
(230,095
|
)
|
||||||
Income before taxes
|
267,961
|
|
|
432,194
|
|
|
69,892
|
|
|
(69,152
|
)
|
|
(268,701
|
)
|
|
432,194
|
|
||||||
Income tax expense
|
—
|
|
|
164,233
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
164,233
|
|
||||||
Net income (loss)
|
$
|
267,961
|
|
|
$
|
267,961
|
|
|
$
|
69,892
|
|
|
$
|
(69,152
|
)
|
|
$
|
(268,701
|
)
|
|
$
|
267,961
|
|
NATIONSTAR MORTGAGE HOLDINGS INC.
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013
(IN THOUSANDS)
|
||||||||||||||||||||||||
|
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries)
|
|
Non-Guarantor
(Subsidiaries)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income/(loss)
|
|
$
|
267,961
|
|
|
$
|
267,961
|
|
|
$
|
69,892
|
|
|
$
|
(69,152
|
)
|
|
$
|
(268,701
|
)
|
|
$
|
267,961
|
|
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Gain)/loss from subsidiaries
|
|
(267,961
|
)
|
|
(740
|
)
|
|
—
|
|
|
—
|
|
|
268,701
|
|
|
—
|
|
||||||
Share-based compensation
|
|
—
|
|
|
8,140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,140
|
|
||||||
Net tax effect of stock grants
|
|
—
|
|
|
(2,660
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,660
|
)
|
||||||
Loss on foreclosed real estate and other
|
|
—
|
|
|
9,288
|
|
|
—
|
|
|
4,075
|
|
|
—
|
|
|
13,363
|
|
||||||
Gain on mortgage loans held for sale
|
|
—
|
|
|
(631,144
|
)
|
|
—
|
|
|
—
|
|
|
(45,960
|
)
|
|
(677,104
|
)
|
||||||
Mortgage loans originated and purchased, net of fees
|
|
—
|
|
|
(17,166,460
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,166,460
|
)
|
||||||
Proceeds on sale of and payments of mortgage loans held for sale
|
|
—
|
|
|
15,314,755
|
|
|
—
|
|
|
15,771
|
|
|
45,960
|
|
|
15,376,486
|
|
||||||
(Gain) / loss on derivatives including ineffectiveness
|
|
—
|
|
|
(726
|
)
|
|
—
|
|
|
(1,731
|
)
|
|
—
|
|
|
(2,457
|
)
|
||||||
Cash settlement on derivatives financial instruments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,544
|
)
|
|
—
|
|
|
(4,544
|
)
|
||||||
Depreciation and amortization
|
|
—
|
|
|
15,987
|
|
|
651
|
|
|
48
|
|
|
—
|
|
|
16,686
|
|
||||||
Amortization (accretion) of premiums/discounts
|
|
—
|
|
|
40,937
|
|
|
—
|
|
|
(1,676
|
)
|
|
—
|
|
|
39,261
|
|
||||||
Fair value changes in excess spread financing
|
|
—
|
|
|
33,229
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,229
|
|
||||||
Fair value changes and amortization/accretion of mortgage servicing rights
|
|
—
|
|
|
(38,117
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,117
|
)
|
||||||
Fair value change in mortgage servicing rights financing liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivable, including servicing' advances, net
|
|
—
|
|
|
(68,473
|
)
|
|
(27,589
|
)
|
|
(58
|
)
|
|
—
|
|
|
(96,120
|
)
|
||||||
Reverse mortgage funded advances
|
|
—
|
|
|
(460,534
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(460,534
|
)
|
||||||
Other assets
|
|
3,894
|
|
|
3,076,784
|
|
|
(50,016
|
)
|
|
(3,379,816
|
)
|
|
17,299
|
|
|
(331,855
|
)
|
||||||
Payable and accrued liabilities
|
|
—
|
|
|
507,301
|
|
|
10,954
|
|
|
2,105
|
|
|
(17,299
|
)
|
|
503,061
|
|
||||||
Net cash attributable to operating activities
|
|
3,894
|
|
|
905,528
|
|
|
3,892
|
|
|
(3,434,978
|
)
|
|
—
|
|
|
(2,521,664
|
)
|
|
|
Nationstar
|
|
Issuer
|
|
Guarantor
(Subsidiaries)
|
|
Non-Guarantor
(Subsidiaries)
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property and equipment additions, net of disposals
|
|
—
|
|
|
(45,767
|
)
|
|
(1,064
|
)
|
|
(1,052
|
)
|
|
—
|
|
|
(47,883
|
)
|
||||||
Purchase of reverse mortgage servicing rights and interests
|
|
—
|
|
|
(15,059
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,059
|
)
|
||||||
Purchase of forward mortgage servicing rights, net of liabilities incurred
|
|
—
|
|
|
(2,331,658
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,331,658
|
)
|
||||||
Proceeds on sale of servicer advances
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Loan repurchases from Ginnie Mae
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Proceeds from sales of REO
|
|
—
|
|
|
60,389
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,389
|
|
||||||
Acquisitions, net
|
|
—
|
|
|
(78,200
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78,200
|
)
|
||||||
Net cash attributable to investing activities
|
|
—
|
|
|
(2,410,295
|
)
|
|
(1,064
|
)
|
|
(1,052
|
)
|
|
—
|
|
|
(2,412,411
|
)
|
||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Transfers (to)/from restricted cash, net
|
|
—
|
|
|
(274,085
|
)
|
|
(2,454
|
)
|
|
(71,960
|
)
|
|
—
|
|
|
(348,499
|
)
|
||||||
Issuance of unsecured senior notes, net
|
|
—
|
|
|
1,365,244
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,365,244
|
|
||||||
Debt financing costs
|
|
—
|
|
|
(46,784
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,784
|
)
|
||||||
Increase/(decrease) in notes payable
|
|
—
|
|
|
(487,360
|
)
|
|
—
|
|
|
3,529,983
|
|
|
—
|
|
|
3,042,623
|
|
||||||
Issuance of excess spread financing
|
|
—
|
|
|
707,640
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
707,640
|
|
||||||
Repayment of excess servicing spread financing
|
|
—
|
|
|
(77,505
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,505
|
)
|
||||||
Increase in participating interest financing in reverse mortgage interests
|
|
—
|
|
|
422,787
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
422,787
|
|
||||||
Proceeds from mortgage servicing rights financing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repayment of nonrecourse debt–Legacy assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,925
|
)
|
|
—
|
|
|
(9,925
|
)
|
||||||
Due to financial services company
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Contributions from joint venture member to noncontrolling interest
|
|
—
|
|
|
4,990
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,990
|
|
||||||
Net tax benefit for stock grants issued
|
|
2,660
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,660
|
|
||||||
Redemption of shares for stock vesting
|
|
(6,554
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,554
|
)
|
||||||
Net cash attributable to financing activities
|
|
(3,894
|
)
|
|
1,614,927
|
|
|
(2,454
|
)
|
|
3,448,098
|
|
|
—
|
|
|
5,056,677
|
|
||||||
Net increase in cash and cash equivalents
|
|
—
|
|
|
110,160
|
|
|
374
|
|
|
12,068
|
|
|
—
|
|
|
122,602
|
|
||||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
152,248
|
|
|
401
|
|
|
—
|
|
|
—
|
|
|
152,649
|
|
||||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
262,408
|
|
|
$
|
775
|
|
|
$
|
12,068
|
|
|
$
|
—
|
|
|
$
|
275,251
|
|
▪
|
Overview.
We provide a description of our business segments as well as items we believe are important in understanding the results of operations or in understanding future trends.
|
▪
|
Other.
We provide an analysis of the critical accounting policies and estimates and a summary of our contractual obligations.
|
▪
|
Real Estate Exchange - comprises our Homesearch.com and Real Estate Digital offerings, which utilize the power of technology, data analytics and the internet to deliver technologies and services that facilitate the efficient exchange of homes over an internet based real estate marketplace.
|
▪
|
Real Estate Services - comprises the Solutionstar and Veripro branded residential services which principally include title and escrow, collateral valuation and asset management services.
|
Consolidated Statements of Operations
|
For the three
months ended September 30
|
|
For the nine
months ended September 30,
|
||||||||||||
(In thousands)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
|
504,324
|
|
|
631,838
|
|
|
1,523,704
|
|
|
1,666,565
|
|
||||
Expenses and impairments
|
327,224
|
|
|
395,854
|
|
|
995,068
|
|
|
1,004,276
|
|
||||
Other income (expense), net
|
(67,521
|
)
|
|
(103,912
|
)
|
|
(274,791
|
)
|
|
(230,095
|
)
|
||||
Income before taxes
|
$
|
109,579
|
|
|
$
|
132,072
|
|
|
$
|
253,845
|
|
|
$
|
432,194
|
|
Income (loss) before taxes
|
For the three
months ended September 30,
|
|
For the nine
months ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Servicing
|
$
|
89,938
|
|
|
$
|
165,275
|
|
|
$
|
206,607
|
|
|
$
|
348,177
|
|
Originations
|
51,243
|
|
|
32,096
|
|
|
144,059
|
|
|
252,622
|
|
||||
Solutionstar
|
35,165
|
|
|
9,200
|
|
|
98,665
|
|
|
15,634
|
|
||||
Corporate and Other
|
(66,767
|
)
|
|
(74,499
|
)
|
|
(195,486
|
)
|
|
(184,239
|
)
|
||||
Total Income before taxes
|
$
|
109,579
|
|
|
$
|
132,072
|
|
|
$
|
253,845
|
|
|
$
|
432,194
|
|
|
For the three
months ended September 30,
|
|
For the nine
months ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Primary servicing
|
$
|
293,069
|
|
|
$
|
297,835
|
|
|
$
|
898,139
|
|
|
$
|
724,069
|
|
Reverse servicing
|
13,983
|
|
|
13,909
|
|
|
41,999
|
|
|
42,486
|
|
||||
Other revenue
|
26,966
|
|
|
36,724
|
|
|
68,750
|
|
|
136,258
|
|
||||
Total revenue before MSR fair value adjustments
|
334,018
|
|
|
348,468
|
|
|
1,008,888
|
|
|
902,813
|
|
||||
MSR fair value adjustments
|
(5,308
|
)
|
|
14,257
|
|
|
(129,346
|
)
|
|
37,474
|
|
||||
Fair value adjustments on MSR financing liability
|
(10,997
|
)
|
|
—
|
|
|
38,260
|
|
|
—
|
|
||||
Fair value adjustments on excess spread financing
|
(37,313
|
)
|
|
14,443
|
|
|
(61,080
|
)
|
|
(33,229
|
)
|
||||
Total revenues
|
280,400
|
|
|
377,168
|
|
|
856,722
|
|
|
907,058
|
|
||||
Expenses and impairments
|
160,975
|
|
|
158,247
|
|
|
511,998
|
|
|
432,219
|
|
||||
Other income (expense), net
|
(29,487
|
)
|
|
(53,646
|
)
|
|
(138,117
|
)
|
|
(126,662
|
)
|
||||
Income before taxes
|
$
|
89,938
|
|
|
$
|
165,275
|
|
|
$
|
206,607
|
|
|
$
|
348,177
|
|
Income before taxes margin
|
32.1
|
%
|
|
43.8
|
%
|
|
24.1
|
%
|
|
38.4
|
%
|
||||
Average UPB - Boarded Servicing Portfolio
|
$
|
357,771
|
|
|
$
|
312,600
|
|
|
$
|
359,625
|
|
|
$
|
271,021
|
|
|
For the three
months ended September 30,
|
|
For the nine
months ended September 30,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
HAMP modifications
|
3,854
|
|
|
4,100
|
|
|
15,232
|
|
|
8,624
|
|
Non HAMP modifications
|
7,073
|
|
|
6,338
|
|
|
26,505
|
|
|
16,050
|
|
Workouts
|
7,884
|
|
|
7,579
|
|
|
23,067
|
|
|
20,492
|
|
Total Units
|
18,811
|
|
|
18,017
|
|
|
64,804
|
|
|
45,166
|
|
|
September 30, 2014
|
|
December 31, 2013
|
|
Variance
|
|
% Increase (decrease)
|
|||||||
MSR - Fair Value
|
$
|
2,898,209
|
|
|
$
|
2,488,283
|
|
|
$
|
409,926
|
|
|
16.5
|
%
|
Unpaid principal balance on forward loans serviced for others
|
|
|
|
|
|
|
|
|||||||
Credit Sensitive loans
|
242,991,593
|
|
|
266,757,777
|
|
|
(23,766,184
|
)
|
|
(8.9
|
)%
|
|||
Interest Sensitive loans
|
75,980,389
|
|
|
56,056,362
|
|
|
19,924,027
|
|
|
35.5
|
%
|
|||
Total
|
$
|
318,971,982
|
|
|
$
|
322,814,139
|
|
|
$
|
(3,842,157
|
)
|
|
(1.2
|
)%
|
|
September 30, 2014
|
|
December 31, 2013
|
|
Variance
|
|
% Increase (decrease)
|
||||
Credit Sensitive MSRs
|
|
|
|
|
|
|
|
||||
Discount rate
|
12.15
|
%
|
|
14.17
|
%
|
|
(2.02
|
)%
|
|
(14.3
|
)%
|
Total prepayment speeds
|
17.24
|
%
|
|
20.34
|
%
|
|
(3.1
|
)%
|
|
(15.2
|
)%
|
Expected weighted-average life (yrs)
|
5.59
|
|
|
4.63
|
|
|
0.96
|
|
|
20.7
|
%
|
Credit losses
|
7.35
|
%
|
|
22.87
|
%
|
|
(15.52
|
)%
|
|
(67.9
|
)%
|
Interest Rate Sensitive MSRs
|
|
|
|
|
|
|
|
||||
Discount rate
|
9.60
|
%
|
|
10.50
|
%
|
|
(0.90
|
)%
|
|
(8.6
|
)%
|
Total prepayment speeds
|
9.77
|
%
|
|
8.97
|
%
|
|
0.8
|
%
|
|
8.9
|
%
|
Expected weighted average life (yrs)
|
7.01
|
|
|
7.88
|
|
|
(0.87)
|
|
|
(11.0
|
)%
|
Credit losses
|
2.22
|
%
|
|
9.12
|
%
|
|
(6.9
|
)%
|
|
(75.7
|
)%
|
|
For the nine months ended September 30, 2014
|
|
For the year ended December 31, 2013
|
||||
Fair value at the beginning of the period
|
$
|
986,410
|
|
|
$
|
288,089
|
|
Additions:
|
|
|
|
||||
New financings
|
150,951
|
|
|
755,344
|
|
||
Deductions:
|
|
|
|
||||
Settlements
|
(135,897
|
)
|
|
(130,356
|
)
|
||
Changes in fair value:
|
|
|
|
||||
Due to changes in valuation inputs or assumptions used in the valuation model
|
71,439
|
|
|
148,852
|
|
||
Other changes in fair value
|
(10,359
|
)
|
|
(75,519
|
)
|
||
Fair value at the end of the period
|
$
|
1,062,544
|
|
|
$
|
986,410
|
|
|
|
September 30, 2014
(1)
|
|
September 30, 2013
(2)
|
||||
($ in millions, except for average loan amount)
|
|
|
|
|
||||
Loan count-servicing
|
|
1,897,640
|
|
|
1,866,247
|
|
||
Ending unpaid principal balance
|
|
$
|
325,403
|
|
|
$
|
311,662
|
|
Average unpaid principal balance
|
|
$
|
330,656
|
|
|
$
|
242,799
|
|
Average loan amount
|
|
$
|
171,478
|
|
|
$
|
166,999
|
|
Average coupon
(3)
|
|
5.07
|
%
|
|
5.30
|
%
|
||
Average FICO
|
|
685
|
|
|
684
|
|
||
60+ delinquent (% of loans)
(4)
|
|
10.6
|
%
|
|
12.1
|
%
|
||
Total prepayment speed (12 month constant pre-payment rate)
|
|
13.6
|
%
|
|
18.6
|
%
|
(1)
|
2014
characteristics and key performance metrics of our servicing portfolio excludes approximately $24.0 billion and approximately 165,366 units of forward residential mortgage loans acquired and currently serviced by others.
|
(2)
|
2013 characteristics and key performance metrics of our servicing portfolio excludes approximately $35.2 billion and approximately 216,780 units of forward residential mortgage loans acquired and serviced by others.
|
(3)
|
The Company's servicing portfolio contains a wide range of coupons ranging from 2.0% to more than 8.0%. The average coupon listed in the table above is the arithmetic mean coupon of boarded loans in the Company's servicing portfolio as of September 30, 2014 and 2013.
|
(4)
|
Loan delinquency is based on the current contractual due date of the loan. In the case of a completed loan modification, delinquency is based on the modified due date of the loan.
|
|
September 30, 2014
|
|
September 30, 2013
|
||||
UPB (in millions)
|
|
|
|
||||
Owned forward servicing portfolio - unencumbered
|
$
|
82,504
|
|
|
$
|
74,698
|
|
Owned forward servicing portfolio - subject to excess spread financing
|
248,515
|
|
|
232,834
|
|
||
Subserviced forward servicing portfolio
|
18,405
|
|
|
39,293
|
|
||
Total unpaid principal balance
|
$
|
349,424
|
|
|
$
|
346,825
|
|
|
September 30, 2014
|
|
September 30, 2013
|
||||
Servicing Portfolio (in millions)
|
|
|
|
||||
Unpaid principal balance (by investor):
|
|
|
|
||||
Special servicing
|
$
|
11,033
|
|
|
$
|
11,574
|
|
Government-sponsored enterprises
|
207,668
|
|
|
200,632
|
|
||
Non-Agency securitizations
|
106,702
|
|
|
99,456
|
|
||
Total boarded forward servicing portfolio
|
325,403
|
|
|
311,662
|
|
||
Acquired Servicing Rights owned - serviced by others
|
16,249
|
|
|
25,976
|
|
||
Acquired Servicing Rights owned - serviced by predecessor
|
7,772
|
|
|
9,187
|
|
||
Total forward servicing portfolio
|
349,424
|
|
|
346,825
|
|
||
Reverse mortgage servicing
|
28,361
|
|
|
28,062
|
|
||
Total servicing portfolio unpaid principal balance
|
$
|
377,785
|
|
|
$
|
374,887
|
|
($ in millions, except for average loan amount)
|
2014
|
|
2013
|
||||
|
|
|
|
||||
Loan count
|
161,905
|
|
|
164,206
|
|
||
Ending unpaid principal balance
|
$
|
28,361
|
|
|
$
|
28,062
|
|
Average loan amount
|
$
|
175,173
|
|
|
$
|
170,893
|
|
Average coupon
|
2.95
|
%
|
|
3.52
|
%
|
||
Average borrower age
|
78
|
|
|
77
|
|
|
For the three
months ended September 30,
|
|
For the nine
months ended September 30,
|
||||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Fee income
|
$
|
10,439
|
|
|
$
|
23,116
|
|
|
$
|
38,388
|
|
|
$
|
36,574
|
|
Gain on mortgage loans held for sale
|
128,355
|
|
|
190,186
|
|
|
395,756
|
|
|
631,212
|
|
||||
Total revenues
|
138,794
|
|
|
213,302
|
|
|
434,144
|
|
|
667,786
|
|
||||
Expenses and impairments
|
89,369
|
|
|
176,600
|
|
|
291,503
|
|
|
424,368
|
|
||||
Other income (expense), net
|
1,818
|
|
|
(4,606
|
)
|
|
1,418
|
|
|
9,204
|
|
||||
Income before taxes
|
$
|
51,243
|
|
|
$
|
32,096
|
|
|
$
|
144,059
|
|
|
$
|
252,622
|
|
Income before taxes margin
|
36.9
|
%
|
|
15.0
|
%
|
|
33.2
|
%
|
|
37.8
|
%
|
|
For the three
months ended September 30,
|
|
For the nine
months ended September 30,
|
||||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Gain on sale
|
$
|
230,513
|
|
|
$
|
297,383
|
|
|
$
|
794,883
|
|
|
$
|
624,025
|
|
Fair value mark-to-market adjustments
|
(149,999
|
)
|
|
51,481
|
|
|
(422,785
|
)
|
|
(78,701
|
)
|
||||
Mark-to-market on derivatives/hedges
|
(15,045
|
)
|
|
(246,200
|
)
|
|
(149,144
|
)
|
|
(69,518
|
)
|
||||
Provision for repurchases
|
(2,724
|
)
|
|
(8,732
|
)
|
|
(13,020
|
)
|
|
(22,177
|
)
|
||||
Capitalized servicing rights
|
65,610
|
|
|
96,254
|
|
|
185,822
|
|
|
177,583
|
|
||||
Total gain on mortgage loans held for sale
|
$
|
128,355
|
|
|
$
|
190,186
|
|
|
$
|
395,756
|
|
|
$
|
631,212
|
|
|
For the three months ended September 30,
|
For the nine months ended September 30,
|
||||||||||
(in millions)
|
2014
|
2013
|
2014
|
2013
|
||||||||
Application Pipeline
|
$
|
3,520
|
|
$
|
9,784
|
|
$
|
3,520
|
|
$
|
9,784
|
|
Total Locked Pipeline
|
$
|
2,388
|
|
$
|
8,150
|
|
$
|
2,388
|
|
$
|
8,150
|
|
Total Funded Volume
|
$
|
4,140
|
|
$
|
8,019
|
|
$
|
13,265
|
|
$
|
18,329
|
|
HARP Volume
|
$
|
1,460
|
|
$
|
3,792
|
|
$
|
5,646
|
|
$
|
9,088
|
|
Recapture percentage
|
29.4
|
%
|
42.6
|
%
|
35.6
|
%
|
46.5
|
%
|
||||
Purchase percentage of funded volume
|
31.0
|
%
|
23.0
|
%
|
28.0
|
%
|
19.0
|
%
|
||||
Refinance percentage of funded volume
|
69.0
|
%
|
77.0
|
%
|
72.0
|
%
|
81.0
|
%
|
|
For the nine months ended September 30, 2014
|
|
For the year ended December 31, 2013
|
||||
Repurchase reserves, beginning of period
|
$
|
40,695
|
|
|
$
|
18,511
|
|
Additions
|
13,020
|
|
|
33,121
|
|
||
Charge-offs
|
(5,463
|
)
|
|
(10,937
|
)
|
||
Repurchase reserves, end of period
|
$
|
48,252
|
|
|
$
|
40,695
|
|
|
For the nine months ended September 30, 2014
|
|
For the year ended December 31, 2013
|
||||||||||
|
UPB
|
|
Count
|
|
UPB
|
|
Count
|
||||||
Beginning balance
|
$
|
43.0
|
|
|
176
|
|
|
$
|
14.0
|
|
|
79
|
|
Repurchases & indemnifications
|
(9.2
|
)
|
|
(51
|
)
|
|
(8.9
|
)
|
|
(55
|
)
|
||
Claims initiated
|
132.5
|
|
|
538
|
|
|
93.4
|
|
|
439
|
|
||
Rescinded
|
(99.3
|
)
|
|
(404
|
)
|
|
(55.5
|
)
|
|
(287
|
)
|
||
Ending Balance
|
$
|
67.0
|
|
|
259
|
|
|
$
|
43.0
|
|
|
176
|
|
|
For the three
months ended September 30,
|
|
For the nine
months ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
(in thousands)
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Real Estate Exchange
|
$
|
25,368
|
|
|
$
|
12,219
|
|
|
$
|
88,547
|
|
|
$
|
28,228
|
|
Real Estate Services
|
60,155
|
|
|
29,048
|
|
|
145,339
|
|
|
63,507
|
|
||||
Total revenues
|
85,523
|
|
|
41,267
|
|
|
233,886
|
|
|
91,735
|
|
||||
Expenses and impairments
|
50,006
|
|
|
31,964
|
|
|
134,725
|
|
|
75,906
|
|
||||
Other income (expense), net
|
(352
|
)
|
|
(103
|
)
|
|
(496
|
)
|
|
(195
|
)
|
||||
Income before taxes
|
$
|
35,165
|
|
|
$
|
9,200
|
|
|
$
|
98,665
|
|
|
$
|
15,634
|
|
Income before taxes margin
|
41.1
|
%
|
|
22.3
|
%
|
|
42.2
|
%
|
|
17.0
|
%
|
|
For the three months ended September 30,
|
|
For the nine months ended September 30,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
|
|
|
||||
Number of property sales
|
5,225
|
|
|
2,819
|
|
|
15,423
|
|
|
8,306
|
|
REO inventory at period end
|
9,639
|
|
|
7,261
|
|
|
9,639
|
|
|
7,261
|
|
|
For the three
months ended September 30,
|
|
For the nine
months ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
(39
|
)
|
|
$
|
500
|
|
|
$
|
52
|
|
|
$
|
1,231
|
|
Expenses and impairments
|
26,874
|
|
|
29,043
|
|
|
56,842
|
|
|
71,783
|
|
||||
Other income (expense), net
|
(39,854
|
)
|
|
(45,956
|
)
|
|
(138,696
|
)
|
|
(113,687
|
)
|
||||
Income before taxes
|
$
|
(66,767
|
)
|
|
$
|
(74,499
|
)
|
|
$
|
(195,486
|
)
|
|
$
|
(184,239
|
)
|
•
|
The increase in cash proceeds of
$2,380.6 million
from proceeds received from the sale of our residential mortgage loans and payments received on mortgage loans. We received
$17,757.1 million
in cash proceeds from loan sales and principal collections for the
nine months ended September 30, 2014
, compared to
$15,376.5 million
for the comparable 2013 period.
|
•
|
The origination and purchase of
$16,548.1 million
in residential mortgage loans during the nine month period ended
September 30, 2014
, compared to
$17,166.5 million
in mortgage originations and purchases for the comparable 2013 period.
|
•
|
An increase of
$451.2 million
cash inflows from working capital primarily due to increased collections on servicer advances. This provided
$65.8 million
for the nine months ended
September 30, 2014
compared to
$385.4 million
in cash outflow for the comparable 2013 period.
|
Year
|
Amount
|
||
2014
|
$
|
—
|
|
2015
|
—
|
|
|
2016
|
—
|
|
|
2017
|
—
|
|
|
2018
|
475,000
|
|
|
Thereafter
|
1,675,000
|
|
|
Total
|
$
|
2,150,000
|
|
|
(shares in thousands)
|
||||||||||||
Period
|
(a) Total Number of Shares (or Units) Purchased
1
|
|
(b) Average Price Paid per Share (or Unit)
|
|
(b) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
|
(d) Maximum Number (or Appropriate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Program
|
|||||
July 1, 2014 - July 31, 2014
|
6,040
|
|
|
$
|
35.32
|
|
|
—
|
|
|
—
|
|
August 1, 2014 - August 31, 2014
|
247
|
|
|
$
|
30.94
|
|
|
—
|
|
|
—
|
|
September 1, 2014 - September 30, 2014
|
184
|
|
|
$
|
34.52
|
|
|
—
|
|
|
—
|
|
Total
|
6,471
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
Incorporated by Reference
|
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed or Furnished Herewith
|
|
|
|
|
|
|
|
4.1
|
Amendment No. 3, dated as of October 14, 2014 to the Series 2013-VF1 Indenture Supplement, dated as of January 31, 2013 to the Fourth Amended and Restated Indenture, dated as of January 31, 2013, between Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, and Barclays Bank PLC, as administrative agent and as sole noteholder of the Class A-VF1 variable funding notes, the Class B-VF1 variable funding notes, the Class C-VF1 variable funding notes and the Class D-VF1 variable funding notes
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.1
|
Amendment Number Eight, dated August 21, 2014 to the Amended and Restated Master Repurchase Agreement among Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.2
|
Amendment Number Nine, dated October 20, 2014, to the Amended and Restated Master Repurchase Agreement, dated as of May 17, 2013, among Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.3
|
Amendment Number Seven, dated August 21, 2014, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011 between Barclays Bank PLC and Nationstar Mortgage LLC
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.4
|
Amendment Number Eight, dated October 20, 2014, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.5**
|
Severance Agreement dated as of July 1, 2014 between Nationstar Mortgage Holdings Inc. and Harold Lewis
|
8-K
|
001-35449
|
10.1
|
7/8/2014
|
|
|
|
|
|
|
|
|
10.6**
|
Form of Restricted Stock Unit Agreement for Non-Employee Directors under the 2012 Incentive Compensation Plan
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.7**
|
Form of Restricted Stock Unit Agreement for Employees under the 2012 Incentive Compensation Plan
|
|
|
|
|
X
|
|
|
|
|
|
|
|
31.1
|
Certification by Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
31.2
|
Certification by Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
32.1
|
Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed or Furnished Herewith
|
32.2
|
Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
X
|
**
|
Management contract, compensatory plan or arrangement.
|
|
|
NATIONSTAR MORTGAGE HOLDINGS INC.
|
|
|
|
November 6, 2014
|
|
/s/ Jay Bray
|
Date
|
|
Jay Bray
Chief Executive Officer (Principal Executive Officer) |
|
|
|
November 6, 2014
|
|
/s/ Robert D. Stiles
|
Date
|
|
Robert D. Stiles
Chief Financial Officer
(Principal Accounting and Financial Officer)
|
|
|
Incorporated by Reference
|
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed or Furnished Herewith
|
|
|
|
|
|
|
|
4.1
|
Amendment No. 3, dated as of October 14, 2014 to the Series 2013-VF1 Indenture Supplement, dated as of January 31, 2013 to the Fourth Amended and Restated Indenture, dated as of January 31, 2013, between Nationstar Agency Advance Funding Trust, as issuer, The Bank of New York Mellon, as indenture trustee, calculation agent, paying agent and securities intermediary, and Barclays Bank PLC, as administrative agent and as sole noteholder of the Class A-VF1 variable funding notes, the Class B-VF1 variable funding notes, the Class C-VF1 variable funding notes and the Class D-VF1 variable funding notes
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.1
|
Amendment Number Eight, dated August 21, 2014 to the Amended and Restated Master Repurchase Agreement among Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.2
|
Amendment Number Nine, dated October 20, 2014, to the Amended and Restated Master Repurchase Agreement, dated as of May 17, 2013, among Barclays Bank PLC, Sutton Funding LLC and Nationstar Mortgage LLC
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.3
|
Amendment Number Seven, dated August 21, 2014, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011 between Barclays Bank PLC and Nationstar Mortgage LLC
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.4
|
Amendment Number Eight, dated October 20, 2014, to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 25, 2011, between Barclays Bank PLC and Nationstar Mortgage LLC
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.5**
|
Severance Agreement dated as of July 1, 2014 between Nationstar Mortgage Holdings Inc. and Harold Lewis
|
8-K
|
001-35449
|
10.1
|
7/8/2014
|
|
|
|
|
|
|
|
|
10.6**
|
Form of Restricted Stock Unit Agreement for Non-Employee Directors under the 2012 Incentive Compensation Plan
|
|
|
|
|
X
|
|
|
|
|
|
|
|
10.7**
|
Form of Restricted Stock Unit Agreement for Employees under the 2012 Incentive Compensation Plan
|
|
|
|
|
X
|
|
|
|
|
|
|
|
31.1
|
Certification by Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
31.2
|
Certification by Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|||
Exhibit Number
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed or Furnished Herewith
|
32.1
|
Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
32.2
|
Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
X
|
|
|
|
|
|
|
|
**
|
Management contract, compensatory plan or arrangement.
|
*A = weighted average Trade Price (expressed as a percentage of the initial aggregate principal balance of the Mortgage Loans)
B = principal amount of the Mortgage Loans
backing the Security
C = 1 minus the Discount
|
1.
|
Attached hereto as Attachment I is a true and correct copy of the certificate of formation and operating agreement of Seller as are in full force and effect on the date hereof.
|
2.
|
Attached hereto as Attachment II is a Certificate of Good Standing of Seller, issued by the Secretary of the State of Delaware dated _______, ____. No event has occurred since _______, ____ which has affected the good standing of Seller under the laws of the State of Delaware.
|
3.
|
Each person who, as an officer or attorney-in-fact of Seller, signed (a) the Mortgage Repurchase Agreement (the “Repurchase Agreement”) dated as of March 25, 2011 by and between Seller and Barclays Bank PLC (“
Purchaser
” and “
Agent
”), (b) the Mortgage Loan Participation Purchase and Sale Agreement (the “
Purchase Agreement
”), dated as of March 25, 2011, by and between Seller and Purchaser and Agent; (c) the Custodial Agreement (the “
Custodial Agreement
”), dated as of July 24, 2013, by and among Seller, the Purchaser and Deutsche Bank National Trust Company; and (d) any other document delivered prior hereto or on the date hereof in connection with transactions contemplated in the Repurchase Agreement or the Purchase Agreement was, at the respective times of such signing and delivery, and is as of the date hereof, duly elected or appointed, qualified and acting as such officer or attorney-in-fact, and the signatures of such persons appearing on such documents are their genuine signatures.
|
4.
|
Attached hereto as Attachment III is a true and correct copy of the resolutions duly adopted by the board of directors of Seller on __________, ____ (the “
Resolutions
”) with respect to the authorization and approval of the transactions contemplated in the Repurchase Agreement and the Purchase Agreement; said Resolutions have not been amended, modified, annulled or revoked and are in full force and effect on the date hereof.
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5.
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All of the representations and warranties of Seller contained in the Repurchase Agreement and the Purchase Agreement were true and correct in all material respects as of the date thereof and are true and correct in all material respects as of the date hereof.
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6.
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Seller has performed all of its duties and has satisfied all the material conditions on its part to be performed or satisfied pursuant to the Repurchase Agreement and the Purchase Agreement on or prior to the date hereof.
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7.
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There are no actions, suits or proceedings pending or, to my knowledge, threatened, against or affecting Seller which, if adversely determined either individually or in the aggregate, would adversely affect Seller’s obligations under the Repurchase Agreement , the Purchase Agreement or the Custodial Agreement.
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8.
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No proceedings that could result in the liquidation or dissolution of Seller are pending or contemplated.
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9.
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Incumbency of Officers
. The below named persons have been duly elected or appointed, and have been duly qualified as officers of Seller holding the respective office below set opposite his or her name, and the signature below set opposite his or her name is his or her genuine signature.
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Name
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Office
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Signature
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1.
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I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2014 of Nationstar Mortgage Holdings Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15(d) - 15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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November 6, 2014
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/s/ Jay Bray
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Jay Bray
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Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2014 of Nationstar Mortgage Holdings Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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November 6, 2014
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/s/ Robert D. Stiles
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Robert D. Stiles
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Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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November 6, 2014
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/s/ Jay Bray
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Jay Bray
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Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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November 6, 2014
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/s/ Robert D. Stiles
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Robert D. Stiles
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Chief Financial Officer
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