PennyMac Financial Services, Inc.
For the period ended Mar 31, 2025. Filed Apr 29, 2025.
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Mar 31, 2025 · Filed Apr 29, 2025
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Notes to Consolidated Financial Statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1—Organization
PennyMac Financial Services, Inc. (together, with its consolidated subsidiaries, unless the context indicates otherwise, “PFSI” or the “Company”) is a holding corporation and its primary assets are equity interests in Private National Mortgage Acceptance Company, LLC (“PNMAC”). The Company is the managing member of PNMAC, and it operates and controls all of the businesses and consolidates the financial results of PNMAC and its subsidiaries.
PNMAC is a Delaware limited liability company which, through its subsidiaries, engages in mortgage banking and investment management activities. PNMAC’s mortgage banking activities consist of residential mortgage loan production and servicing. PNMAC’s investment management activities and a portion of its mortgage banking activities are conducted on behalf of PennyMac Mortgage Investment Trust, a real estate investment trust that invests in residential mortgage-related assets and is separately listed on the New York Stock Exchange under the ticker symbol “PMT”. PNMAC’s primary wholly owned subsidiaries are:
| ● | PennyMac Loan Services, LLC (“PLS”) — a Delaware limited liability company that services portfolios of residential mortgage loans on behalf of non-affiliates and PMT, purchases, originates and sells new prime credit quality residential mortgage loans and engages in other mortgage banking activities for its own account and the account of PMT. PLS has mortgage banking services, loan servicing, mortgage loan purchase and mortgage servicing rights (“MSRs”) recapture agreements with PMT. |
PLS is approved as a seller/servicer of mortgage loans by the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and as an issuer of securities guaranteed by the Government National Mortgage Association (“Ginnie Mae”). PLS is a licensed Federal Housing Administration Nonsupervised Title II Lender with the U.S. Department of Housing and Urban Development (“HUD”) and a lender/servicer with the U.S. Department of Veterans Affairs and U.S. Department of Agriculture (each of the above an “Agency” and collectively the “Agencies”).
| ● | PNMAC Capital Management, LLC (“PCM”) — a Delaware limited liability company registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended. PCM has a management agreement with PMT. |
Note 2—Basis of Presentation and Recently Issued Accounting Pronouncements
Basis of Presentation
The accompanying consolidated financial statements have been prepared in compliance with accounting principles generally accepted in the United States (“GAAP”) as codified in the Financial Accounting Standards Board’s (“FASB”)Accounting Standards Codification for interim financial information and with the SEC’s instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these consolidated financial statements and notes do not include all of the information required by GAAP for complete financial statements. This interim consolidated information should be read together with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The accompanying consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, income, and cash flows for the interim periods presented, but are not necessarily indicative of income that may be expected for the full year ending December 31, 2025. Intercompany accounts and transactions have been eliminated.
Preparation of financial statements in compliance with GAAP requires the Company to make judgments and estimates that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Actual results will likely differ from those estimates.
Recently Issued Accounting Pronouncement
Income Tax Disclosures
The FASB issued Accounting Standards Update 2023-09,Improvements to Income Tax Disclosures (“ASU 2023-09”), that is intended to enhance the level of detail and decision usefulness of income tax disclosures. ASU 2023-09 requires disclosures of:
| ● | Reconciliation of the expected tax at the applicable statutory federal income tax rate to the reported tax in a tabular format, using both percentages and amounts, broken out into specific categories with certain reconciling items of five percent or greater of the expected tax further broken out by nature and/or jurisdiction; and |
| ● | Income taxes paid, net of refunds received, broken out between federal and state and local income taxes. Payments to individual jurisdictions representing five percent or more of the total income tax payments must also be separately disclosed. |
The disclosures specified by ASU 2023-09 are required in the Company’s annual financial statements beginning with the year ended December 31, 2025, with early adoption permitted. The Company is evaluating the effect of ASU 2023-09 on its future disclosures.
Note 3—Concentration of Risk
A portion of the Company’s activities relate to PMT. Revenues generated from PMT (generally comprised of gains on loans held for sale, loan origination and fulfillment fees, loan servicing fees, management fees, change in fair value of investment in and dividends received from PMT, and expense allocations charged to PMT) totaled 10% and 11% of total net revenues for the quarters ended March 31, 2025 and 2024, respectively. The Company also purchased 78% and 82% of its loan production from PMT during the quarters ended March 31, 2025 and 2024, respectively.
The Company maintains cash and short-term investment balances at financial institutions in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Should one or more of the financial institutions at which the Company’s deposits are maintained fail, there is no guarantee as to the extent that the Company would recover the funds deposited, whether through FDIC coverage or otherwise, or the timing of any recovery.
Note 4—Variable Interest Entities
The Company entered into securitization transactions in which PLS transfers participation certificates in its Ginnie Mae and Fannie Mae MSRs to variable interest entities (“VIEs”) that issue variable funding notes (“VFNs”) to PLS and term debt backed by the participation certificates. PLS finances the VFNs by selling them under agreements to repurchase. The Company acts as guarantor of the VFNs and term debt. The Company determined that it is the primary beneficiary of the VIEs because as the holder of the VFNs and guarantor of the VFNs and term debt, it holds the variable interests in the VIEs. Therefore, PFSI consolidates the VIEs.
For financial reporting purposes, the MSRs financed by the consolidated VIEs are included inMortgage servicing rights at fair value, the financing of VFNs is included inAssets sold under agreements to repurchase and the term debt is included inNotes payable secured by mortgage servicing assets on the Company’s consolidated balance sheets. This financing is detailed in Note 14 –Short-Term Debt and Note 15 –Long Term Debt.
Note 5—Related Party Transactions
PennyMac Mortgage Investment Trust
Operating Activities
Mortgage Loan Production Activities and MSR Recapture
Loan Sales
The Company sells newly originated loans to PMT under a mortgage loan purchase agreement. The Company has typically utilized the mortgage loan purchase agreement for the purpose of selling to PMT conforming balance non-government insured or guaranteed loans, as well as prime jumbo residential mortgage loans.
MSR Recapture Agreement
Pursuant to the terms of an MSR recapture agreement by and between the Company and PMT, if the Company refinances (recaptures) mortgage loans for which PMT holds the MSRs, the Company is generally required to transfer and convey to PMT cash in an amount equal to:
| ● | 70% of the fair market value of the MSRs relating to the recaptured loans subject to the first 30% of the “recapture rate”; |
| ● | 50% of the fair market value of the MSRs relating to the recaptured loans subject to the “recapture rate” in excess of 30% and up to 50%; |
| ● | 40% of the fair market value of the MSRs relating to the recaptured loans subject to the “recapture rate” in excess of 50%; and |
| ● | a recapture fee of $900 per loan if PLS originates a mortgage loan for the purpose of purchasing a property where the customer has or had a mortgage loan for which PMT holds or held the MSR. |
The “recapture rate” means, during each month, the ratio of (i) the aggregate unpaid principal balance of all refinance mortgage loans originated in such month, plus the aggregate unpaid principal balance of all “preserved mortgage loans” relating to closed end second lien loans originated in such month, to (ii) the aggregate unpaid principal balance of all mortgage loans from the portfolio that PLS has determined in good faith were refinanced in such month, plus the aggregate unpaid principal balance of all “preserved mortgage loans” relating to closed end second loans originated in such month. For purposes of such calculation, “preserved mortgage loan” means a mortgage loan in PMT’s portfolio as to which PLS or its affiliates originated a new closed end second lien loan in a subordinate position to such mortgage loan. The company has further agreed to allocate such resources sufficient to target a recapture rate of at least 30%.
Through 2024, the MSR recapture agreement required the Company to transfer cash to PMT in an amount equal to:
| ● | 40% of the fair market value of the MSRs relating to the recaptured loans subject to the first 15% of the “recapture rate”; |
| ● | 35% of the fair market value of the MSRs relating to the recaptured loans subject to the “recapture rate” in excess of 15% and up to 30%; and |
| ● | 30% of the fair market value of the MSRs relating to the recaptured loans subject to the “recapture rate” in excess of 30%. |
The “recapture rate” meant, during each month, the ratio of (i) the aggregate unpaid principal balance of all recaptured mortgage loans, to (ii) the aggregate unpaid principal balance of all mortgage loans for which the Company held the MSRs and that were refinanced or otherwise paid off in such month.
The MSR recapture agreement expires on December 31, 2029, subject to automatic renewal for an additional 18-month period unless terminated in accordance with the terms of the agreement.
Mortgage Banking Services Agreement
Fulfillment Services
The Company provides PMT with certain mortgage banking services, including fulfillment and disposition-related services, for which it receives a monthly fulfillment fee. Pursuant to the terms of a mortgage banking services agreement, the fulfillment fees shall not exceed the following:
| ● | the number of non-Ginnie Mae loan commitments issued during the quarter multiplied by a pull-through factor of either .99 or .80 depending on whether the loan commitments are subject to a “mandatory trade confirmation” or a “best efforts lock confirmation”, respectively, and then multiplied by $585 for each pull-through adjusted loan commitment up to and including 16,500 per quarter and $355 for each pull-through adjusted loan commitment in excess of 16,500 per quarter, and then multiplied by a ratio of the number of loan commitments issued to PMT during the quarter to the total number of non-Ginnie Mae loan commitments issued during the quarter, plus |
| ● | $315 multiplied by the number of purchased loans up to and including 16,500 per quarter and $195 multiplied by the number of purchased loans in excess of 16,500 per quarter, multiplied by a ratio of the number of loans purchased by PMT during the quarter to the total number of non-Ginnie Mae loans purchased during the quarter, plus |
| ● | $500 multiplied by the number of all purchased loans that are securitized or sold to parties other than Fannie Mae or Freddie Mac; provided however, that no fulfillment fee shall be due or payable to the Company with respect to any Ginnie Mae mortgage loans, any Fannie Mae mortgage loan or Freddie Mac mortgage loan acquired from PMT by the Company on a discretionary basis, or any mortgage loan acquired by PMT from the Company on or before June 30, 2025, provided that supplemental fees may still be charged in connection with the securitization or sale of any such mortgage loans. |
Through 2024, the mortgage banking services agreement provided for a quarterly fulfillment fee not to exceed the following:
| ● | the number of loan commitments issued multiplied by a pull-through factor of either .99 or .80 depending on whether the loan commitments were subject to a “mandatory trade confirmation” or a “best efforts lock confirmation”, respectively, and then multiplied by $585 for each pull-through adjusted loan commitment up to and including 16,500 loan commitments per quarter and $355 for each pull-through adjusted loan commitment in excess of 16,500 per quarter, plus |
| ● | $315 multiplied by the number of purchased loans that were sold to Fannie Mae or Freddie Mac up to and including 16,500 loans per quarter and $195 multiplied by the number of such purchased loans in excess of 16,500 per quarter, plus |
| ● | $750 multiplied by the number of all purchased loans that are sold or securitized to parties other than Fannie Mae or Freddie Mac; provided, however, that no fulfillment fee was due or payable to PLS with respect to any Ginnie Mae loans and certain Fannie Mae or Freddie Mac loans acquired by PLS. |
Sourcing Fees
PMT does not hold the Ginnie Mae approval required to issue Ginnie Mae mortgage-backed securities (“MBS”) and act as a servicer. Accordingly, under the agreement, the Company purchases mortgage loans underwritten in accordance with the Ginnie Mae MBS Guide “as is” and without recourse of any kind from PMT at PMT’s cost less an administrative fee plus accrued interest and sourcing fee ranging fromone totwo basis points of the unpaid principal balance (“UPB”) of the loan, generally based on the average number of calendar days the loans are held by PMT before purchase by the Company. The Company may also acquire conventional loans from PMT on the same terms upon mutual agreement between PMT and the Company.
While the Company purchases these mortgage loans “as is” and without recourse of any kind from PMT, where the Company has a claim for repurchase, indemnity or otherwise against a correspondent seller, it is entitled, at its sole expense, to pursue any such claim through or in the name of PMT.
In December 2024, the mortgage banking services agreement was renewed and amended to provide for the Company to assume the role of initial correspondent loan purchaser in place of PMT effective July 1, 2025. Under this agreement, PMT retains the right to purchase up to 100% of the non-government insured or guaranteed loans purchased by the Company through its correspondent operations at the Company’s cost plus accrued interest, less any loan administrative fees paid to the Company by the correspondent sellers and subject to quarterly fulfillment fee charges as previously described. The Company may hold or otherwise sell correspondent lending loans to other investors if PMT chooses not to purchase such loans. Accordingly, the sourcing fee arrangement will no longer have any effect beginning July 1, 2025.
The mortgage banking services agreement expires on December 31, 2029, subject to automatic renewal for an additional 18-month period unless terminated in accordance with the terms of the agreement.
Following is a summary of loan production and MSR recapture activities, between the Company and PMT:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| · 2025 · 2024 | ||||||
| | | (in thousands) | ||||
| Net gains (losses) on loans held for sale at fair value: | | | | | | |
| Net gains on loans sold and forward sale to PMT (primarily cash) | | $6,046 | | $— | ||
| Mortgage servicing rights recapture incurred | | | (1,208) | | | (353) |
| | | $4,838 | | $(353) | ||
| Sale of loans held for sale to PMT | | $654,808 | | $— | ||
| UPB of loans recaptured | | $159,472 | | $62,073 | ||
| | | | | | | |
| Tax service fees earned from PMT included in Loan origination fees | | $477 | | $359 | ||
| | | | | | | |
| Fulfillment fee revenue | $5,290 | $4,016 | ||||
| Unpaid principal balance of loans fulfilled for PMT subject to fulfillment fees | | $2,781,722 | | $1,771,681 | ||
| | | | | | | |
| Sourcing fees included in cost of loans purchased from PMT | | $2,015 | | $1,605 | ||
| Unpaid principal balance of loans purchased from PMT: | | | | | | |
| Government guaranteed or insured | | $11,191,880 | | $7,856,925 | ||
| Conventional conforming | | | 8,960,796 | | | 8,189,930 |
| | | $20,152,676 | | $16,046,855 | ||
Servicing Agreement
The Company and PMT have entered into a loan servicing agreement (the “Servicing Agreement”), pursuant to which the Company provides subservicing for PMT’s MSRs and servicing for its portfolio of residential mortgage loans.
| ● | The base servicing fees for mortgage loans are calculated through a monthly per-loan dollar amount, with the actual dollar amount for each loan based on whether the loan is a fixed-rate or adjustable-rate loan. The base servicing fee rates are $7.50 per month for fixed-rate loans and $8.50 per month for adjustable-rate loans. |
| ● | To the extent that mortgage loans become delinquent, the Company is entitled to an additional servicing fee per loan ranging from $18 to $80 per month based on the delinquency, bankruptcy and foreclosure status of the loan or $75 per month if the underlying mortgaged property becomes real estate acquired in settlement of loans (“REO”). The Company is also entitled to customary ancillary income and certain market-based fees and charges, including boarding and deboarding fees, liquidation and disposition fees, assumption, modification and origination fees and a percentage of late charges. |
Following is a summary of loan servicing fees earned from PMT:
| · · · · · · | ||||
|---|---|---|---|---|
| · · Quarter ended March 31, | ||||
| · 2025 · 2024 | ||||
| · · (in thousands) | ||||
| Servicing fees | | $21,729 | | $20,262 |
Through 2024, the following fees were provided for by the Servicing Agreement:
Prime Servicing
| ● | The base servicing fees for prime loans (loans included in PMT’s MSR private label securitization portfolios and its inventory of loans held for sale) were calculated through a monthly per-loan dollar amount, with the actual dollar amount for each loan based on whether the loan was a fixed-rate or adjustable-rate loan. The base servicing fee rates were $7.50 per month for fixed-rate loans and $8.50 per month for adjustable-rate loans. |
| ● | To the extent that prime loans became delinquent, the Company was entitled to an additional servicing fee per loan ranging from $10 to $55 per month based on the delinquency, bankruptcy and foreclosure status of the loan or $75 per month if the underlying mortgaged property became REO. The Company was also entitled to customary ancillary income and certain market-based fees and charges, including boarding and deboarding fees, liquidation and disposition fees, assumption, modification and origination fees and a percentage of late charges. |
Special Servicing
| ● | The base servicing fee rates for special servicing loans (loans purchased by PMT with credit deterioration) ranged from $30 per month for current loans up to $95 per month for loans in foreclosure proceedings. The base servicing fee rate for REO was $75 per month. The Company also received a supplemental servicing fee of $25 per month for each special servicing loan. |
| ● | The Company received activity-based fees for modifications, foreclosures and liquidations that it facilitated with respect to special servicing loans, as well as other market-based refinancing and loan disposition fees. |
The Servicing Agreement expires on December 31, 2029, subject to automatic renewal for an additional 18-month period unless terminated in accordance with the terms of the agreement.
Management Agreement
The Company has a management agreement with PMT (the “Management Agreement”), pursuant to which the Company oversees PMT’s business affairs in conformity with PMT’s investment policies for which the Company collects a base management fee and may collect a performance incentive fee. The Management Agreement provides that:
| ● | The base management fee is calculated quarterly and is equal to the sum of (i) 1.5% per year of PMT’s average shareholders’ equity up to $2 billion, (ii) 1.375% per year of PMT’s average “shareholders’ equity” in excess of $2 billion and up to $5 billion, and (iii) 1.25% per year of PMT’s average “shareholders’ equity” in excess of $5 billion. “Shareholders’ equity” is defined as the sum of net proceeds from issuance and repurchases of equity securities since inception, plus retained earnings or reduced by retained losses. |
| ● | The performance incentive fee is calculated annually at a defined percentage of the amount by which PMT’s “net income,” over a fiscal year and before deducting the incentive fee, exceeds certain levels of return on “common shareholders’ equity.” |
| ● | The performance incentive fee is equal to the sum of: |
| ● | 10% of the amount by which PMT’s “net income” for the quarter exceeds (i) an 8% return on “common shareholders’ equity” plus the “high watermark,” up to (ii) a 12% return on PMT’s “common shareholders’ equity”; plus |
| ● | 15% of the amount by which PMT’s “net income” for the quarter exceeds (i) a 12% return on PMT’s “common shareholders’ equity” plus the “high watermark,” up to (ii) a 16% return on PMT’s “common shareholders’ equity”; plus |
| ● | 20% of the amount by which PMT’s “net income” for the quarter exceeds a 16% return on PMT’s “common shareholders’ equity” plus the “high watermark.” |
For the purpose of determining the amount of the performance incentive fee:
“Net income” is defined as net income or loss attributable to PMT’s common shares of beneficial interest computed in accordance with GAAP adjusted for certain other non-cash charges determined after discussions between the Company and PMT’s independent trustees and approval by a majority of PMT’s independent trustees.
“Common shareholders’ equity” is defined as “shareholder’s equity” less the average GAAP accounting value of the Company’s preferred equity.
“High watermark” is the annual adjustment that reflects the amount by which the “net income” (stated as a percentage of return on “equity”) in that year exceeds or falls short of the lesser of 8% and the average Fannie Mae 30-year MBS Yield (the “Target Yield”) for the year then ended. If the “net income” is lower than the Target Yield, the high watermark is increased by the difference. If the “net income” is higher than the Target Yield, the high watermark is reduced by the difference. Each time a performance incentive fee is earned, the high watermark returns tozero. As a result, the threshold amount required for the Company to earn a performance incentive fee is adjusted cumulatively based on the performance of PMT’s net income over (or under) the Target Yield, until the net income in excess of the Target Yield exceeds the then-current cumulative high watermark amount, and a performance incentive fee is earned. The high watermark is calculated based on the two years preceding the fiscal year for which the incentive fee is calculated, and will never be less than zero after including all high watermark increases and high watermark decreases over any such rolling two fiscal year period.
The base management fee is paid quarterly and in arrears, and the performance incentive fee is paid annually and in arrears. The performance incentive fee may be paid in cash or a combination of cash and PMT’s common shares of beneficial interest (subject to a limit of no more than 50% paid in common shares of beneficial interest), at PMT’s option.
In the event of termination of the Management Agreement between PMT and the Company, the Company may be entitled to a termination fee in certain circumstances. The termination fee is equal to three times the sum of (a) the average annual base management fee, and (b) the average annual performance incentive fee earned by the Company, in each case during the 24-month period immediately preceding the date of termination.
Following is a summary of the base management and performance incentive fees earned from PMT:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| · · 2025 · 2024 | ||||||
| · · (in thousands) | ||||||
| Base management fees | | $7,012 | | $7,188 | ||
| Performance incentive fees | | | — | | | — |
| | | $7,012 | | $7,188 | ||
| Average PMT's shareholders' equity used to calculate base management and incentive fees | | $1,895,785 | | $1,927,401 | ||
Through 2024, under the Management Agreement, both base management and performance incentive fees were paid quarterly and the high watermark was assessed and calculated on a cumulative basis since inception.
The Management Agreement expires on December 31, 2029, subject to automatic renewal for an additional 18-month period unless terminated in accordance with the terms of the agreement.
Expense Reimbursement
Under the Management Agreement, PMT reimburses the Company for its organizational and operating expenses, including third-party expenses, incurred on PMT’s behalf, it being understood that the Company and its affiliates shall allocate a portion of their personnel’s time to provide certain legal, tax, accounting, internal audit and investor relations services for the direct benefit of PMT. PMT is also required to pay its pro rata portion of the rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company and its affiliates required for PMT’s and its subsidiaries’ operations. These expenses are based on the resources the Company dedicates to investment management activities for PMT, as determined by the Company in its sole discretion.
Through 2024, PMT reimbursed the Company for its organizational and operating expenses, including third-party expenses, incurred on PMT’s behalf, it being understood that the Company and its affiliates would allocate a portion of their personnel’s time to provide certain legal, tax and investor relations services for the direct benefit of PMT. With respect to the allocation of the Company’s and its affiliates’ personnel compensation, the Company was reimbursed $165,000 per fiscal quarter. Overhead expenses were previously allocated based on the ratio of PMT’s proportion of gross assets compared to all remaining gross assets owned or managed by the Company, as calculated at each fiscal quarter end.
The Company received reimbursements from PMT for expenses as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| · 2025 · 2024 | ||||||
| · · (in thousands) | ||||||
| Reimbursement of: · · | ||||||
| Expenses incurred on PMT's behalf, net | | $4,601 | | $6,414 | ||
| Common overhead incurred by the Company | | | 981 | | | 1,944 |
| Compensation | | | 1,629 | | | 165 |
| | | $7,211 | | $8,523 | ||
| Payments and settlements during the quarter (1) | | $28,048 | | $30,085 | ||
| (1) | Payments and settlements include payments for the operating, investing and financing activities itemized in this Note. |
Investing Activities
The Company owns 75,000 common shares of beneficial interest of PMT.
Following is a summary of investing activities between the Company and PMT:
| · · · · · · | ||||
|---|---|---|---|---|
| · · Quarter ended March 31, | ||||
| · 2025 · 2024 | ||||
| · · (in thousands) | ||||
| Change in fair value of investment in and dividends received from PennyMac Mortgage Investment Trust | | $185 | | $10 |
| | | | | | | |
|---|---|---|---|---|---|---|
| · · March 31, · · December 31, | ||||||
| · 2025 · 2024 | ||||||
| | | (in thousands) | ||||
| Common shares of beneficial interest of PennyMac Mortgage Investment Trust: | | | | | | |
| Fair value | | $1,099 | | $944 | ||
| Number of shares | | | 75 | | | 75 |
Receivable from and Payable to PMT
Amounts receivable from and payable to PMT are summarized below:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · March 31, · · December 31, | ||||||
| · 2025 · 2024 | ||||||
| | | (in thousands) | ||||
| Receivable from PMT: | | | | | | |
| Correspondent production fees | | $9,097 | | $11,122 | ||
| Servicing fees | | | 7,266 | | | 6,822 |
| Management fees | | | 7,012 | | | 7,149 |
| Allocated expenses and expenses incurred on PMT's behalf | | | 5,823 | | | 3,508 |
| Fulfillment fees | | | — | | | 1,605 |
| | | $29,198 | | $30,206 | ||
| Payable to PMT: | | | | | | |
| Amounts advanced by PMT to fund its servicing advances | | $86,020 | | $106,302 | ||
| Other | | | 15,155 | | | 16,015 |
| | | $101,175 | | $122,317 | ||
Exchanged Private National Mortgage Acceptance Company, LLC Unitholders
The Company entered into a tax receivable agreement with certain former owners of PNMAC that provides for the payment from time to time by the Company to PNMAC’s exchanged unitholders of an amount equal to 85% of the amount of the net tax benefits, if any, that the Company is deemed to realize as a result of (i) increases in tax basis of PNMAC’s assets resulting from exchanges of ownership interests in PNMAC and (ii) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. The Company has recorded a $25.9 millionPayable to exchanged Private National Mortgage Acceptance Company, LLC unitholders under tax receivable agreement as of March 31, 2025 and December 31, 2024. The Company didnot make payments under the tax receivable agreement during the quarters ended March 31, 2025 and 2024.
.
Note 6—Loan Sales and Servicing Activities
The Company originates, purchases and sells loans in the secondary mortgage market without recourse for credit losses. However, the Company maintains continuing involvement with the loans in the form of servicing arrangements and the liability under representations and warranties it makes to purchasers and insurers of the loans.
The following table summarizes cash flows between the Company and transferees as a result of the sale of loans in transactions where the Company maintains continuing involvement with the loans as servicer:
| · · · · · · | ||||
|---|---|---|---|---|
| · · Quarter ended March 31, | ||||
| · 2025 · 2024 | ||||
| | | (in thousands) | ||
| Cash flows: | | | | |
| Sales proceeds | | $27,587,429 | | $19,676,917 |
| Servicing fees received | | $396,232 | | $336,248 |
The Company is contractually responsible for making the payments required to protect the loans’ beneficial interest holders’ interests in the properties collateralizing their loans and may, therefore, be required to advance amounts in excess of insurer or guarantor reimbursement limits. Therefore, the Company provides a valuation allowance on the servicing advances for these amounts to adjust their carrying values to amounts that are expected to ultimately be recovered from the loans’ insurers, guarantors, or beneficial interest holders.
The servicing advance valuation allowance is estimated based on relevant qualitative and quantitative information about past events, including historical collection and loss experience, current conditions, and reasonable and supportable forecasts that affect collectable amounts. The provision for losses on servicing advances is included inServicing expense in the consolidated statements of income. Servicing advances are written off when they are deemed unrecoverable.
The following is a summary of the allowance for losses on servicing advances:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| · · 2025 · · 2024 | ||||||
| · · (in thousands) | ||||||
| Balance at beginning of quarter | | $85,788 | | $73,991 | ||
| Provision (reversals of provision) for losses | | | 4,184 | | | (1,541) |
| Charge-offs, net | | | (7,817) | | | (5,123) |
| Balance at end of quarter | | $82,155 | | $67,327 | ||
The following table summarizes the UPB of the loans sold by the Company in transactions where it maintains continuing involvement with the loans as servicer:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · March 31, · · December 31, | ||||||
| · 2025 · 2024 | ||||||
| · · (in thousands) | ||||||
| Unpaid principal balance of loans outstanding | | $426,951,027 | | $410,393,342 | ||
| Delinquent loans: | | | | | | |
| 30-89 days | | $15,120,416 | | $17,301,961 | ||
| 90 days or more: | | | | | | |
| Not in foreclosure | | $6,878,669 | | $8,104,348 | ||
| In foreclosure | | $1,230,939 | | $693,934 | ||
| Foreclosed | | $3,262 | | $2,928 | ||
| Loans in bankruptcy | | $1,815,360 | | $1,762,324 | ||
The following tables summarize the Company’s loan servicing portfolio as measured by UPB:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · March 31, 2025 | |||||||||
| · · Servicing · · · · Total | |||||||||
| · rights owned · Subservicing · loans serviced | |||||||||
| · · (in thousands) | |||||||||
| Investor: | | | | | | | | | |
| Non-affiliated entities: · · · · · · · · | |||||||||
| Originated | | $426,951,027 | $— | $426,951,027 | |||||
| Purchased | | | 15,276,140 | | | — | | | 15,276,140 |
| Subserviced | | | — | | | 1,148,070 | | | 1,148,070 |
| | | | 442,227,167 | | | 1,148,070 | | | 443,375,237 |
| PennyMac Mortgage Investment Trust | | | — | | | 229,907,855 | | | 229,907,855 |
| Loans held for sale | | | 6,911,473 | | | — | | | 6,911,473 |
| | | $449,138,640 | | $231,055,925 | | $680,194,565 | |||
| Delinquent loans: | | | | | | | | | |
| 30 days | | $11,631,622 | | $1,954,743 | | $13,586,365 | |||
| 60 days | | | 4,026,422 | | | 614,354 | | | 4,640,776 |
| 90 days or more: | | | | | | | | | |
| Not in foreclosure | | | 7,035,395 | | | 1,240,979 | | | 8,276,374 |
| In foreclosure | | | 1,279,420 | | | 124,997 | | | 1,404,417 |
| Foreclosed | | | 4,104 | | | 2,689 | | | 6,793 |
| | | $23,976,963 | | $3,937,762 | | $27,914,725 | |||
| Loans in bankruptcy | | $1,899,730 | | $307,272 | | $2,207,002 | |||
| Custodial funds managed by the Company (1) | | $7,079,846 | | $2,643,740 | | $9,723,586 | |||
| (1) | Custodial funds include cash accounts holding funds on behalf of borrowers and investors relating to loans serviced under servicing agreements and are not recorded on the Company’s consolidated balance sheets. The Company earns placement fees on certain of these custodial funds where it owns the MSRs and these fees are included in Interest income in the Company’s consolidated statements of income. |
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2024 | |||||||||
| · · Servicing · · · · Total | |||||||||
| · rights owned · Subservicing · loans serviced | |||||||||
| · · (in thousands) | |||||||||
| Investor: | | | | | | | | | |
| Non-affiliated entities: | | | | | | | | | |
| Originated | | $410,393,342 | $— | $410,393,342 | |||||
| Purchased | | | 15,681,406 | | | — | | | 15,681,406 |
| Subserviced | | | — | | | 806,584 | | | 806,584 |
| | | | 426,074,748 | | | 806,584 | | | 426,881,332 |
| PennyMac Mortgage Investment Trust | | | — | | | 230,753,581 | | | 230,753,581 |
| Loans held for sale | | | 8,128,914 | | | — | | | 8,128,914 |
| | | $434,203,662 | | $231,560,165 | | $665,763,827 | |||
| Delinquent loans: | | | | | | | | | |
| 30 days | | $13,095,250 | | $1,996,821 | | $15,092,071 | |||
| 60 days | | | 4,838,550 | | | 676,508 | | | 5,515,058 |
| 90 days or more: | | | | | | | | | |
| Not in foreclosure | | | 8,289,129 | | | 1,210,270 | | | 9,499,399 |
| In foreclosure | | | 730,372 | | | 106,188 | | | 836,560 |
| Foreclosed | | | 3,716 | | | 2,732 | | | 6,448 |
| | | $26,957,017 | | $3,992,519 | | $30,949,536 | |||
| Loans in bankruptcy | | $1,852,396 | | $286,093 | | $2,138,489 | |||
| Custodial funds managed by the Company (1) | | $6,171,157 | | $2,391,875 | | $8,563,032 | |||
| (1) | Custodial funds include cash accounts holding funds on behalf of borrowers and investors relating to loans serviced under servicing agreements and are not recorded on the Company’s consolidated balance sheets. The Company earns placement fees on certain of these custodial funds where it owns the MSRs and these fees are included in Interest income in the Company’s consolidated statements of income. |
Following is a summary of the geographical distribution of loans included in the Company’s loan servicing portfolio for the top five and all other states as measured by UPB:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · March 31, · · December 31, · | |||||||
| State · 2025 · 2024 | |||||||
| · · (in thousands) · | |||||||
| California | | $77,470,559 | | $76,364,993 | |||
| Texas | | | 67,407,963 | | | 65,317,775 | |
| Florida | | | 65,493,205 | | | 63,850,638 | |
| Virginia | | | 36,818,071 | | | 36,428,575 | |
| Georgia | | | 28,976,027 | | | 28,499,141 | |
| All other states | | | 404,028,740 | | | 395,302,705 | |
| | | $680,194,565 | | $665,763,827 | | ||
Note 7—Fair Value
Most of the Company’s assets and certain of its liabilities are measured at or based on their fair values. The Company groups its assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the significant inputs used to determine the fair values. These levels are:
| ● | Level 1—Quoted prices in active markets for identical assets or liabilities. |
| ● | Level 2—Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants would use in pricing an asset or liability and are developed based on market data obtained from sources independent of the Company. |
| ● | Level 3— Prices determined using significant unobservable inputs. In situations where observable inputs are unavailable, unobservable inputs may be used. Unobservable inputs reflect the Company’s own judgments about the factors that market participants use in pricing an asset or liability, and are based on the best information available in the circumstances. |
As a result of the difficulty in observing certain significant valuation inputs affecting “Level 3” fair value assets and liabilities, the Company is required to make judgments regarding these items’ fair values. Different persons in possession of the same facts may reasonably arrive at different conclusions as to the inputs to be applied in valuing these assets and liabilities and their fair values. Such differences may result in significantly different fair value measurements. Likewise, due to the general illiquidity of some of these assets and liabilities, subsequent transactions may be at values significantly different from those reported.
The Company reclassifies its assets and liabilities between levels of the fair value hierarchy when the inputs required to establish fair value at a level of the fair value hierarchy are no longer readily available, requiring the use of lower-level inputs, or when the inputs required to establish fair value at a higher level of the hierarchy become available.
Fair Value Accounting Elections
The Company identified its MSRs, its mortgage servicing liabilities (“MSLs”) and all of its non-cash financial assets to be accounted for at fair value so changes in fair value will be reflected in income as they occur and more timely reflect the results of the Company’s performance.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Following is a summary of assets and liabilities that are measured at fair value on a recurring basis:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · March 31, 2025 | ||||||||||||
| · Level 1 · Level 2 · Level 3 · Total | ||||||||||||
| | | (in thousands) | ||||||||||
| Assets: | | | | | | | | | | | | |
| Short-term investment | | $443,393 | | $— | | $— | | $443,393 | ||||
| Principal-only stripped mortgage-backed securities | | | — | | | 817,596 | | | — | | | 817,596 |
| Loans held for sale | | | — | | | 6,653,649 | | | 441,621 | | | 7,095,270 |
| Derivative assets: | | | | | | | | | | | | |
| Interest rate lock commitments | | | — | | | — | | | 111,722 | | | 111,722 |
| Forward purchase contracts | | | — | | | 18,531 | | | — | | | 18,531 |
| Forward sales contracts | | | — | | | 7,339 | | | — | | | 7,339 |
| MBS put options | | | — | | | 1 | | | — | | | 1 |
| Put options on interest rate futures purchase contracts | | | 15,308 | | | — | | | — | | | 15,308 |
| Call options on interest rate futures purchase contracts | | | 25,711 | | | — | | | — | | | 25,711 |
| Total derivative assets before netting | | | 41,019 | | | 25,871 | | | 111,722 | | | 178,612 |
| Netting | | | — | | | — | | | — | | | (6,681) |
| Total derivative assets | | | 41,019 | | | 25,871 | | | 111,722 | | | 171,931 |
| Mortgage servicing rights | | | — | | | — | | | 8,963,889 | | | 8,963,889 |
| Investment in PennyMac Mortgage Investment Trust | | | 1,099 | | | — | | | — | | | 1,099 |
| | | $485,511 | | $7,497,116 | | $9,517,232 | | $17,493,178 | ||||
| Liabilities: | | | | | | | | | | | | |
| Derivative liabilities: | | | | | | | | | | | | |
| Interest rate lock commitments | | $— | | $— | | $1,780 | | $1,780 | ||||
| Forward purchase contracts | | | — | | | 1,748 | | | — | | | 1,748 |
| Forward sales contracts | | | — | | | 69,129 | | | — | | | 69,129 |
| Put options on interest rate futures sale contracts | | | 1,523 | | | — | | | — | | | 1,523 |
| Call options on interest rate futures sale contracts | | | 5,125 | | | — | | | — | | | 5,125 |
| Total derivative liabilities before netting | | | 6,648 | | | 70,877 | | | 1,780 | | | 79,305 |
| Netting | | | — | | | — | | | — | | | (64,753) |
| Total derivative liabilities | | | 6,648 | | | 70,877 | | | 1,780 | | | 14,552 |
| Derivative liability to PMT | | | — | | | 741 | | | — | | | 741 |
| Mortgage servicing liabilities | | | — | | | — | | | 1,651 | | | 1,651 |
| | | $6,648 | | $71,618 | | $3,431 | | $16,944 | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · December 31, 2024 | ||||||||||||
| · Level 1 · Level 2 · Level 3 · Total | ||||||||||||
| | | (in thousands) | ||||||||||
| Assets: | | | | | | | | | | | | |
| Short-term investment | | $420,553 | | $— | | $— | | $420,553 | ||||
| Principal-only stripped mortgage-backed securities | | | — | | | 825,865 | | | — | | | 825,865 |
| Loans held for sale | | | — | | | 7,783,415 | | | 434,053 | | | 8,217,468 |
| Derivative assets: | | | | | | | | | | | | |
| Interest rate lock commitments | | | — | | | — | | | 56,946 | | | 56,946 |
| Forward purchase contracts | | | — | | | 3,701 | | | — | | | 3,701 |
| Forward sales contracts | | | — | | | 152,526 | | | — | | | 152,526 |
| MBS put options | | | — | | | 3,278 | | | — | | | 3,278 |
| Put options on interest rate futures purchase contracts | | | 12,592 | | | — | | | — | | | 12,592 |
| Call options on interest rate futures purchase contracts | | | 3,250 | | | — | | | — | | | 3,250 |
| Total derivative assets before netting | | | 15,842 | | | 159,505 | | | 56,946 | | | 232,293 |
| Netting | | | — | | | — | | | — | | | (119,217) |
| Total derivative assets | | | 15,842 | | | 159,505 | | | 56,946 | | | 113,076 |
| Mortgage servicing rights | | | — | | | — | | | 8,744,528 | | | 8,744,528 |
| Investment in PennyMac Mortgage Investment Trust | | | 944 | | | — | | | — | | | 944 |
| | | $437,339 | | $8,768,785 | | $9,235,527 | | $18,322,434 | ||||
| Liabilities: | | | | | | | | | | | | |
| Derivative liabilities: | | | | | | | | | | | | |
| Interest rate lock commitments | | $— | | $— | | $23,381 | | $23,381 | ||||
| Forward purchase contracts | | | — | | | 66,646 | | | — | | | 66,646 |
| Forward sales contracts | | | — | | | 12,854 | | | — | | | 12,854 |
| Total derivative liabilities before netting | | | — | | | 79,500 | | | 23,381 | | | 102,881 |
| Netting | | | — | | | — | | | — | | | (61,981) |
| Total derivative liabilities | | | — | | | 79,500 | | | 23,381 | | | 40,900 |
| Mortgage servicing liabilities | | | — | | | — | | | 1,683 | | | 1,683 |
| | | $— | | $79,500 | | $25,064 | | $42,583 | ||||
As shown above, certain of the Company’s loans held for sale, interest rate lock commitments (“IRLCs”), MSRs and MSLs are measured using Level 3 fair value inputs. Following are roll forwards of assets and liabilities measured at fair value using “Level 3” inputs at either the beginning or the end of the period presented:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Quarter ended March 31, 2025 | ||||||||||||
| · · · · Interest · · Mortgage · · · | ||||||||||||
| · · Loans held · · rate lock · · servicing · · · | ||||||||||||
| Assets · for sale · commitments, net (1) · rights · Total | ||||||||||||
| · · (in thousands) | ||||||||||||
| Balance, December 31, 2024 | | $434,053 | | $33,565 | | $8,744,528 | | $9,212,146 | ||||
| Purchases and issuances, net | | | 1,383,885 | | | 182,543 | | | — | | | 1,566,428 |
| Capitalization of interest and servicing advances | | | 10,632 | | | — | | | — | | | 10,632 |
| Sales and repayments | | | (514,646) | | | — | | | — | | | (514,646) |
| Mortgage servicing rights resulting from loan sales | | | — | | | — | | | 650,349 | | | 650,349 |
| Changes in fair value included in income arising from: | | | | | | | | | | | | |
| Changes in instrument-specific credit risk | | | 1,986 | | | — | | | — | | | 1,986 |
| Other factors | | | 36,948 | | | 116,113 | | | (430,988) | | | (277,927) |
| | | | 38,934 | | | 116,113 | | | (430,988) | | | (275,941) |
| Transfers: | | | | | | | | | | | | |
| From Level 3 to Level 2 | | | (911,237) | | | — | | | — | | | (911,237) |
| To loans held for sale | | | — | | | (222,279) | | | — | | | (222,279) |
| Balance, March 31, 2025 | | $441,621 | | $109,942 | | $8,963,889 | | $9,515,452 | ||||
| Changes in fair value recognized during the quarter relating to assets still held at March 31, 2025 | | $23,715 | | $109,942 | | $(430,988) | | $(297,331) | ||||
| (1) | For the purpose of this table, the IRLC asset and liability positions are shown net. |
| | | | |
|---|---|---|---|
| · · Quarter ended | |||
| Liabilities | March 31, 2025 | ||
| · · (in thousands) | |||
| Mortgage servicing liabilities: | | | |
| Balance, December 31, 2024 | | $1,683 | |
| Changes in fair value included in income | | | (32) |
| Balance, March 31, 2025 | | $1,651 | |
| Changes in fair value recognized during the quarter relating to liabilities still outstanding at March 31, 2025 | | $(32) | |
| | | | |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Quarter ended March 31, 2024 | ||||||||||||
| · · · · Interest · · Mortgage · · · | ||||||||||||
| · · Loans held · · rate lock · · servicing · · · | ||||||||||||
| Assets · · for sale · commitments, net (1) · rights · · Total | ||||||||||||
| · (in thousands) | ||||||||||||
| Balance, December 31, 2023 | | $478,564 | | $89,593 | | $7,099,348 | | $7,667,505 | ||||
| Purchases and issuances, net | | | 905,860 | | | 100,271 | | | — | | | 1,006,131 |
| Capitalization of interest and servicing advances | | | 11,226 | | | — | | | — | | | 11,226 |
| Sales and repayments | | | (383,999) | | | — | | | — | | | (383,999) |
| Mortgage servicing rights resulting from loan sales | | | — | | | — | | | 412,520 | | | 412,520 |
| Changes in fair value included in income arising from: | | | | | | | | | | | | |
| Changes in instrument-specific credit risk | | | 17,142 | | | — | | | — | | | 17,142 |
| Other factors | | | (572) | | | 11,524 | | | (28,658) | | | (17,706) |
| | | | 16,570 | | | 11,524 | | | (28,658) | | | (564) |
| Transfers from Level 3 to Level 2 | | | (561,829) | | | — | | | — | | | (561,829) |
| Transfers to loans held for sale | | | — | | | (131,580) | | | — | | | (131,580) |
| Balance, March 31, 2024 | | $466,392 | | $69,808 | | $7,483,210 | | $8,019,410 | ||||
| Changes in fair value recognized during the quarter relating to assets still held at March 31, 2024 | | $19,043 | | $69,808 | | $(28,658) | | $60,193 | ||||
| (1) | For the purpose of this table, the IRLC asset and liability positions are shown net. |
| | | | |
|---|---|---|---|
| Liabilities · · Quarter ended March 31, 2024 | |||
| · · (in thousands) | |||
| Mortgage servicing liabilities: | | | |
| Balance, December 31, 2023 | | $1,805 | |
| Changes in fair value included in income | | | (73) |
| Balance, March 31, 2024 | | $1,732 | |
| Changes in fair value recognized during the quarter relating to liabilities still outstanding at March 31, 2024 | | $(73) | |
Assets and Liabilities Measured at Fair Value under the Fair Value Option
Net changes in fair values included in income for assets and liabilities carried at fair value, as a result of management’s election of the fair value option, by income statement line item are summarized below:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||||||||||||||
| · · 2025 · · 2024 | ||||||||||||||||||
| · · Net gains on · · Net · · · · Net gains on · · Net · · | ||||||||||||||||||
| · · loans held · · loan · · · · loans held · · loan · · | ||||||||||||||||||
| · · for sale at · · servicing · · · · for sale at · · servicing · · | ||||||||||||||||||
| · fair value · fees · Total · fair value · fees · Total | ||||||||||||||||||
| | | (in thousands) | ||||||||||||||||
| Assets: | | | | | | | | | | | | | | | | | | |
| Principal-only stripped mortgage-backed securities | | $— | | $18,134 | | $18,134 | | $— | | $(311) | | $(311) | ||||||
| Loans held for sale | | | 292,143 | | | — | | | 292,143 | | | 129,329 | | | — | | | 129,329 |
| Mortgage servicing rights | | | — | | | (430,988) | | | (430,988) | | | — | | | (28,658) | | | (28,658) |
| | | $292,143 | | $(412,854) | | $(120,711) | | $129,329 | | $(28,969) | | $100,360 | ||||||
| Liabilities: | | | | | | | | | | | | | | | | | | |
| Mortgage servicing liabilities | | $— | | $32 | | $32 | | $— | | $73 | | $73 | ||||||
Following are the fair value and related principal amounts due upon maturity of loans held for sale:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · March 31, 2025 · · December 31, 2024 | ||||||||||||||||||
| · · · · Principal · · · · · · Principal · · | ||||||||||||||||||
| · · · · amount · · · · · · amount · · | ||||||||||||||||||
| · · Fair · · due upon · · · · Fair · · due upon · · | ||||||||||||||||||
| Loans held for sale · value · maturity · Difference · value · maturity · Difference | ||||||||||||||||||
| · · (in thousands) | ||||||||||||||||||
| Current through 89 days delinquent | | $7,065,679 | | $6,868,687 | | $196,992 | | $8,187,561 | | $8,089,532 | | $98,029 | ||||||
| 90 days or more delinquent: | | | | | | | | | | | | | | | | | | |
| Not in foreclosure | | | 24,169 | | | 26,577 | | | (2,408) | | | 24,663 | | | 27,901 | | | (3,238) |
| In foreclosure | | | 5,422 | | | 16,209 | | | (10,787) | | | 5,244 | | | 11,481 | | | (6,237) |
| | | $7,095,270 | | $6,911,473 | | $183,797 | | $8,217,468 | | $8,128,914 | | $88,554 | ||||||
| | | | | | | | | | | | | | | | | | | |
Assets Measured at Fair Value on a Nonrecurring Basis
Following is a summary of assets that were measured at fair value on a nonrecurring basis:
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| Real estate acquired in settlement of loans · · Level 1 · Level 2 · Level 3 · Total | ||||||||
| · (in thousands) | ||||||||
| March 31, 2025 | | $— | | $— | | $5,365 | | $5,365 |
| December 31, 2024 | | $— | | $— | | $5,238 | | $5,238 |
The following table summarizes the losses recognized on assets when they were remeasured at fair value on a nonrecurring basis:
| · · · · · · | ||||
|---|---|---|---|---|
| · · Quarter ended March 31, | ||||
| · 2025 · 2024 | ||||
| · · (in thousands) | ||||
| Real estate acquired in settlement of loans | | $(562) | | $(1,210) |
Fair Value of Financial Instruments Carried at Amortized Cost
The Company’sAssets sold under agreements to repurchase,Mortgage loan participation purchase and sale agreements, Notes payable secured by mortgage servicing assetsandUnsecured senior notes are carried at amortized cost.
These liabilities are classified as “Level 3” fair value items due to the Company’s reliance on unobservable inputs to estimate their fair values. The Company has concluded that the fair values of these liabilities other than the term notes and term loans included inNotes payable secured by mortgage servicing assets and theUnsecured senior notes approximate their carrying values due to their short terms and/or variable interest rates.
The Company estimates the fair value of the term notes, term loans and theUnsecured senior notes using indications of fair value provided by non-affiliate brokers, pricing services and internal estimates of fair value. The fair values and carrying values of these liabilities are summarized below:
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| | March 31, 2025 | December 31, 2024 | ||||||
| | | Fair value | | Carrying value | | Fair value | | Carrying value |
| · · (in thousands) | ||||||||
| Term notes and term loans | | $1,742,152 | | $1,724,608 | | $1,742,421 | | $1,724,120 |
| Unsecured senior notes | | $4,042,296 | | $3,998,702 | | $3,172,983 | | $3,164,032 |
Valuation Governance
Most of the Company’s financial assets, and all of its derivatives, MSRs, and MSLs are carried at fair value with changes in fair value recognized in current period income. Certain of the Company’s financial assets and derivatives and all of its MSRs and MSLs are “Level 3” fair value assets and liabilities which require use of unobservable inputs that are significant to the estimation of the items’ fair values. Unobservable inputs reflect the Company’s own judgments about the factors that market participants use in pricing an asset or liability, and are based on the best information available under the circumstances.
Due to the difficulty in estimating the fair values of “Level 3” fair value assets and liabilities, the Company has assigned responsibility for estimating the fair values of these assets and liabilities to specialized staff within its capital markets group and subjects the valuation process to significant senior management oversight.
With respect to “Level 3” valuations other than IRLCs, the capital markets valuation staff reports to the Company’s senior management valuation subcommittee, which oversees the valuations. The capital markets valuation staff monitors the models used for valuation of the Company’s “Level 3” fair value assets and liabilities, including the models’ performance versus actual results, and reports those results as well as changes in the valuation of the non-IRLC “Level 3” fair value assets and liabilities, including major factors affecting the valuations and any changes in model methods and inputs, to the Company’s senior management valuation subcommittee. The Company’s senior management valuation subcommittee includes the Company’s chief financial, credit, and capital markets officers as well as other senior members of the Company’s finance, risk management and capital markets staffs.
To assess the reasonableness of its valuations, the capital markets valuation staff presents an analysis of the effect on the valuations of changes to the significant inputs to the models and, for MSRs, comparisons of its estimates of fair value and of key inputs to those procured from non-affiliate brokers and published surveys.
The fair value of the Company’s IRLCs is developed by its capital markets risk management staff and is reviewed by its capital markets operations staff.
Valuation Techniques and Inputs
Following is a description of the techniques and inputs used in estimating the fair values of “Level 2” and “Level 3” fair value assets and liabilities:
Principal-Only Stripped Mortgage-Backed Securities
The Company categorizes principal-only stripped securities as “Level 2” fair value financial instruments. Fair values of these securities are established based on quoted market prices for these or similar securities.
Loans Held for Sale
Most of the Company’s loans held for sale at fair value are saleable into active markets and are therefore categorized as “Level 2” fair value assets. The fair values of “Level 2” fair value loans are determined using their contracted selling prices or quoted market prices or market price equivalents.
Certain of the Company’s loans held for sale are not saleable into active markets and are therefore categorized as “Level 3” fair value assets. Loans held for sale categorized as “Level 3” fair value assets include:
| ● | Closed-end second lien mortgage loans. At present, there is no active market with significant observable inputs to the estimation of fair value of the closed-end second lien mortgage loans the Company produces. |
| ● | Early buy out (“EBO”) loans. EBO loans are government guaranteed or insured loans purchased by the Company from Ginnie Mae guaranteed securities in its loan servicing portfolio. The Company’s right to purchase a government guaranteed or insured loan from a Ginnie Mae security arises as the result of the loan being at least three months delinquent on the date of purchase by the Company and provides an alternative to the Company’s obligation to continue advancing principal and interest at the coupon rate of the related Ginnie Mae security. Such a loan may be resold to an investor and thereafter may be repurchased to the extent it becomes eligible for resale into a new Ginnie Mae guaranteed security. |
A loan becomes eligible for resale into a new Ginnie Mae guaranteed security when the loan becomes current either through completion of a modification of the loan’s terms or after three months of timely payments following either the completion of a payment deferral program or borrower reperformance and when the issuance date of the new security is at least 120 days after the date the loan was last delinquent.
| ● | Loans with identified defects. Loans that are not saleable into active markets due to identification of a defect by the Company or to the repurchase by the Company of a loan with an identified defect. |
The Company uses a discounted cash flow model to estimate the fair value of its “Level 3” fair value loans held for sale. The significant unobservable inputs used in the fair value measurement of the Company’s “Level 3” fair value loans held for sale are discount rates, home price projections, voluntary prepayment/resale and total prepayment/resale speeds. Significant changes in any of those inputs in isolation could result in a significant change to the loans’ fair value measurement. Increases in home price projections are generally accompanied by an increase in voluntary prepayment speeds.
Following is a quantitative summary of key “Level 3” fair value inputs used in the valuation of loans held for sale:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · · · · | ||||||
| · March 31, 2025 · December 31, 2024 | ||||||
| Fair value (in thousands) | | $441,621 | | $434,053 | ||
| Key inputs (1): | | | | | | |
| Discount rate: | | | | | | |
| Range | | | 6.1% – 9.3% | | | 6.5% – 9.3% |
| Weighted average | | | 6.7% | | | 7.0% |
| Twelve-month projected housing price index change: | | | | | | |
| Range | | | 2.5% – 3.1% | | | 2.2% – 2.8% |
| Weighted average | | | 2.7% | | | 2.3% |
| Voluntary prepayment/resale speed (2): | | | | | | |
| Range | | | 6.4% – 42.9% | | | 6.4% – 34.4% |
| Weighted average | | | 26.1% | | | 22.0% |
| Total prepayment/resale speed (3): | | | | | | |
| Range | | | 6.5% – 48.4% | | | 6.5% – 41.3% |
| Weighted average | | | 28.5% | | | 23.9% |
| (1) | Weighted average inputs are based on the fair values of the “Level 3” fair value loans. |
| (2) | Voluntary prepayment/resale speed is measured using life voluntary Conditional Prepayment Rate (“CPR”). |
| (3) | Total prepayment/resale speed is measured using life total CPR, which includes both voluntary and involuntary prepayment/resale speeds. |
Changes in fair value of loans held for sale attributable to changes in a loan’s instrument-specific credit risk are measured with reference to the change in the respective loan’s delinquency status and performance history at period end from the later of the beginning of the period or acquisition date. Changes in fair value of loans held for sale are included inNet gains on loans held for sale at fair value in the Company’s consolidated statements of income.
Derivative Financial Instruments
Interest Rate Lock Commitments
The Company categorizes IRLCs as “Level 3” fair value assets or liabilities. The Company estimates the fair values of IRLCs based on quoted Agency MBS prices, its estimate of the fair value of the MSRs it expects to receive in the sale of the loans and the probability that the loans will be funded or purchased (the “pull-through rate”).
The significant unobservable inputs used in the fair value measurement of the Company’s IRLCs are the pull-through rate and the estimated fair values of MSRs attributable to the mortgage loans it has committed to originate or purchase. Significant changes in the pull-through rate or the MSR components of the IRLCs, in isolation, could result in significant changes in the IRLCs’ fair value measurements. The financial effects of changes in these inputs are generally inversely correlated as increasing interest rates have a positive effect on the fair value of the MSR component of IRLC fair value, but increase the pull-through rate for the loan principal and interest payment cash flow component, which has decreased in fair value. Changes in fair value of IRLCs are included inNet gains on loans held for sale at fair value in the Company’s consolidated statements of income.
Following is a quantitative summary of key unobservable inputs used in the valuation of IRLCs:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | | | | | |
| · March 31, 2025 · December 31, 2024 | ||||||
| Fair value (in thousands) (1) | $109,942 | | $33,565 | |||
| Committed amount (in thousands) | | $9,890,968 | | $7,801,677 | ||
| Key inputs (2): | | | | | | |
| Pull-through rate: | | | | | | |
| Range | | | 23.5% – 100% | | | 29.8% – 100% |
| Weighted average | | | 86.2% | | | 88.2% |
| Mortgage servicing rights fair value expressed as: | | | | | | |
| Servicing fee multiple: | | | | | | |
| Range | | | 1.0 – 8.7 | | | 1.0 – 8.6 |
| Weighted average | | | 5.3 | | | 5.4 |
| Percentage of loan commitment amount: | | | | | | |
| Range | | | 0.3% – 4.6% | | | 0.3% – 4.6% |
| Weighted average | | | 2.3% | | | 2.4% |
| (1) | For purpose of this table, IRLC asset and liability positions are shown net. |
| (2) | Weighted average inputs are based on the committed amounts. |
Hedging Derivatives
Fair values of derivative financial instruments actively traded on exchanges are categorized by the Company as “Level 1” fair value assets and liabilities; fair values of derivative financial instruments based on observable interest rates, volatilities and prices in the MBS or other markets are categorized by the Company as “Level 2” fair value assets and liabilities.
Changes in the fair values of hedging derivatives are included inNet gains on loans held for sale at fair value,or Net loan servicing fees – Mortgage servicing rights hedging results, as applicable, in the Company’s consolidated statements of income.
Mortgage Servicing Rights
MSRs are categorized as “Level 3” fair value assets. The Company uses a discounted cash flow approach to estimate the fair value of MSRs. The key inputs used in the estimation of the fair value of MSRs include the applicable prepayment rate (prepayment speed), pricing spread (a component of discount rate), and annual per-loan cost to service the underlying loans, all of which are unobservable. Significant changes to any of those inputs in isolation could result in a significant change in the MSR fair value measurement. Changes in these key inputs are not directly related. Changes in the fair value of MSRs are included inNet loan servicing fees—Change in fair value of mortgage servicing rights and mortgage servicing liabilities in the Company’s consolidated statements of income.
Following are the key inputs used in determining the fair value of MSRs received by the Company when it retains the obligation to service the mortgage loans it sells:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| · · 2025 · · 2024 | ||||||
| · · (Amount recognized and unpaid principal balance of underlying loans in thousands) | ||||||
| MSR and underlying loan characteristics: · · · · · | ||||||
| Amount recognized | | $650,349 | | $412,520 | ||
| Unpaid principal balance | | $27,664,977 | | $19,484,815 | ||
| Weighted average servicing fee rate (in basis points) | | | 43 | | | 44 |
| Key inputs (1): | | | | | | |
| Annual total prepayment speed (2): | | | | | | |
| Range | | | 6.6% – 15.0% | | | 7.9% – 15.9% |
| Weighted average | | | 8.8% | | | 11.0% |
| Equivalent average life (in years): | | | | | | |
| Range | | | 3.8 – 10.2 | | | 3.5 – 9.3 |
| Weighted average | | | 8.7 | | | 7.5 |
| Pricing spread (3): | | | | | | |
| Range | | | 4.9% – 12.6% | | | 5.5% – 12.6% |
| Weighted average | | | 5.5% | | | 6.3% |
| Per-loan annual cost of servicing: | | | | | | |
| Range | | | $70 – $127 | | | $71 – $127 |
| Weighted average | | | $101 | | | $99 |
| (1) | Weighted average inputs are based on the UPB of the underlying loans. |
| (2) | Annual total prepayment speed is measured using life total CPR, which includes both voluntary and involuntary prepayments. Equivalent average life is provided as supplementary information. |
| (3) | Pricing spread represents a margin that is applied to a reference interest rate’s forward rate curve to develop periodic discount rates. The Company applies a pricing spread to a derived United State Treasury Securities (“Treasury”) yield curve for purposes of discounting cash flows relating to MSRs. |
Following is a quantitative summary of key inputs used in the valuation of the Company’s MSRs and the effect on the fair value from adverse changes in those inputs:
| | | | | |
|---|---|---|---|---|
| | | March 31, 2025 | | December 31, 2024 |
| · · (Fair value, unpaid principal balance of underlying | ||||
| · · loans and effect on fair value amounts in thousands) | ||||
| Fair value | | $ 8,963,889 | | $ 8,744,528 |
| Underlying loan characteristics: | | | | |
| Unpaid principal balance | | $ 442,208,097 | | $ 426,055,220 |
| Weighted average note interest rate | | 4.6% | | 4.5% |
| Weighted average servicing fee rate (in basis points) | | 38 | | 38 |
| Key inputs (1): | | | | |
| Annual total prepayment speed (2): | | | | |
| Range | | 6.2% – 18.6% | | 5.9% – 17.7% |
| Weighted average | | 8.8% | | 7.8% |
| Equivalent average life (in years): | | | | |
| Range | | 2.7 – 8.8 | | 2.7 – 9.1 |
| Weighted average | | 8.1 | | 8.4 |
| Effect on fair value of (3): | | | | |
| 5% adverse change | | ($143,098) | | ($126,224) |
| 10% adverse change | | ($281,233) | | ($248,349) |
| 20% adverse change | | ($543,632) | | ($481,100) |
| Pricing spread (4): | | | | |
| Range | | 4.9% – 11.4% | | 5.0% – 11.3% |
| Weighted average | | 6.1% | | 6.2% |
| Effect on fair value of (3): | | | | |
| 5% adverse change | | ($114,388) | | ($113,419) |
| 10% adverse change | | ($225,908) | | ($223,960) |
| 20% adverse change | | ($440,737) | | ($436,805) |
| Per-loan annual cost of servicing: | | | | |
| Range | | $68 – $127 | | $68 – $130 |
| Weighted average | | $105 | | $105 |
| Effect on fair value of (3): | | | | |
| 5% adverse change | | ($49,754) | | ($48,830) |
| 10% adverse change | | ($99,509) | | ($97,661) |
| 20% adverse change | | ($199,018) | | ($195,321) |
| (1) | Weighted average inputs are based on the UPB of the underlying loans. |
| (2) | Annual total prepayment speed is measured using life total CPR, which includes both voluntary and involuntary prepayments. Equivalent average life is provided as supplementary information. |
| (3) | These sensitivity analyses are limited in that they were performed as of a particular date; only contemplate the movements in the indicated inputs; do not incorporate changes to other inputs; are subject to the accuracy of the models and inputs used; and do not incorporate other factors that would affect the Company’s overall financial performance in such events, including operational adjustments made to account for changing circumstances. For these reasons, these analyses should not be viewed as earnings forecasts. |
| (4) | The Company applies a pricing spread to a derived Treasury yield curve for purposes of discounting cash flows relating to MSRs. |
Mortgage Servicing Liabilities
MSLs are categorized as “Level 3” fair value liabilities. The Company uses a discounted cash flow approach to estimate the fair value of MSLs. The key inputs used in the estimation of the fair value of MSLs include the applicable annual total prepayment speed, pricing spread, and the per-loan annual cost of servicing the underlying loans. Changes in the fair value of MSLs are included inNet servicing fees—Change in fair value of mortgage servicing rights and mortgage servicing liabilities in the Company’s consolidated statements of income.
Following are the key inputs used in determining the fair value of MSLs:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | | March 31, | | | December 31, |
| | | | 2025 | | | 2024 |
| Fair value (in thousands) | | $1,651 | | $1,683 | ||
| Underlying loan characteristics: | | | | | ||
| Unpaid principal balance of underlying loans (in thousands) | | $19,070 | | $19,528 | ||
| Servicing fee rate (in basis points) | | | 25 | | | 25 |
| Key inputs (1): | | | | | | |
| Annual total prepayment speed (2) | | | 15.4% | | | 15.7% |
| Equivalent average life (in years) | | | 5.2 | | | 5.1 |
| Pricing spread (3) | | | 8.8% | | | 8.6% |
| Per-loan annual cost of servicing | | $935 | | $969 |
| (1) | Weighted average inputs are based on UPB of the underlying mortgage loans. |
| (2) | Annual total prepayment speed is measured using life total CPR, which includes both voluntary and involuntary prepayments. Equivalent average life is provided as supplementary information. |
| (3) | The Company applies a pricing spread to a derived Treasury yield curve for purposes of discounting cash flows relating to MSLs. |
Note 8— Principal-Only Stripped Mortgage-Backed Securities
Following is a summary of activity in the Company’s investment in principal-only stripped MBS:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| · · 2025 · · 2024 | ||||||
| · · (in thousands) | ||||||
| Balance at beginning of quarter | | $825,865 | | $— | ||
| Purchases | | | — | | | 524,739 |
| Repayments | | | (37,738) | | | (116) |
| Changes in fair value included in income arising from: | | | | | | |
| Accrual of purchase discounts | | | 11,335 | | | 264 |
| Valuation adjustments | | | 18,134 | | | (311) |
| | | | 29,469 | | | (47) |
| Balance at end of quarter | | $817,596 | | $524,576 | ||
Following is a summary of the Company’s investment in principal-only stripped MBS:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · March 31, · · December 31, | ||||||
| · · 2025 · · 2024 | ||||||
| · · (in thousands) | ||||||
| Principal balance | | $1,023,745 | | $1,061,484 | ||
| Unearned discounts | | | (186,083) | | | (197,418) |
| Cumulative valuation changes | | | (20,066) | | | (38,201) |
| Fair value | | $817,596 | | $825,865 | ||
| Fair value of principal-only stripped mortgage-backed securities to secure Assets sold under agreements to repurchase | | $817,596 | | $825,865 | ||
All of the Company’s principal-only stripped MBS had contractual maturities of overten years.
Note 9—Loans Held for Sale at Fair Value
Loans held for sale at fair value include the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · March 31, · · December 31, | ||||||
| Mortgage type · 2025 · 2024 | ||||||
| · · (in thousands) | ||||||
| Government-insured or guaranteed | | $4,575,020 | | $4,154,069 | ||
| Conventional conforming | | | 1,644,181 | | | 3,127,082 |
| Jumbo | | | 434,448 | | | 502,264 |
| Closed-end second lien | | | 231,692 | | | 272,285 |
| Purchased from Ginnie Mae securities serviced by the Company | | | 196,295 | | | 145,026 |
| Repurchased pursuant to representations and warranties | | | 13,634 | | | 16,742 |
| | | $7,095,270 | | $8,217,468 | ||
| Fair value of loans pledged to secure: | | | | | | |
| Assets sold under agreements to repurchase | | $6,485,146 | | $7,612,832 | ||
| Mortgage loan participation purchase and sale agreements | | | 542,613 | | | 528,002 |
| | | $7,027,759 | | $8,140,834 | ||
Note 10—Derivative Financial Instruments
The Company holds and issues derivative financial instruments in connection with its operating and investing activities. Derivative financial instruments are created in the Company’s loan production activities and when the Company enters into derivative transactions as part of its interest rate risk management activities. Derivative financial instruments created in the Company’s loan production activities are IRLCs that are created when the Company commits to purchase or originate a loan for sale.
The Company engages in interest rate risk management activities in an effort to moderate the effect of changes in market interest rates on the fair value of certain of its assets. To manage this fair value risk resulting from interest rate risk, the Company uses derivative financial instruments acquired with the intention of reducing the risk that changes in market interest rates will result in unfavorable changes in the fair value of the Company’s IRLCs, inventory of loans held for sale and its MSRs.
The Company does not designate and qualify any of its derivatives for hedge accounting. The Company records all derivative financial instruments at fair value and records changes in fair value in current period income.
Derivative Notional Amounts, Fair Value of Derivatives and Netting of Financial Instruments
The Company has elected to present net derivative asset and liability positions, and cash collateral obtained from or posted to its counterparties when subject to a master netting arrangement that is legally enforceable on all counterparties in the event of default. The derivatives that are not subject to a master netting arrangement are IRLCs.
The Company had the following derivative financial instruments recorded on its consolidated balance sheets:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · March 31, 2025 · · December 31, 2024 | ||||||||||||||||
| · · · · Fair value · · · · Fair value | ||||||||||||||||
| · · Notional · · Derivative · · Derivative · · Notional · · Derivative · · Derivative | ||||||||||||||||
| Derivative instrument · amount (1) · assets · liabilities · amount (1) · assets · liabilities | ||||||||||||||||
| | | (in thousands) | ||||||||||||||
| Not subject to master netting arrangements: | | | | | | | | | | | | | | | | |
| Interest rate lock commitments | | 9,890,968 | | $111,722 | | $1,780 | | 7,801,677 | | $56,946 | | $23,381 | ||||
| Subject to master netting arrangements (2): | | | | | | | | | | | | | | | | |
| Forward purchase contracts | | 12,030,348 | | | 18,531 | | | 1,748 | | 12,760,764 | | | 3,701 | | | 66,646 |
| Forward sales contracts | | 20,823,643 | | | 7,339 | | | 69,129 | | 23,440,334 | | | 152,526 | | | 12,854 |
| MBS put options | | 500,000 | | | 1 | | | — | | 450,000 | | | 3,278 | | | — |
| Put options on interest rate futures purchase contracts | | 13,325,000 | | | 15,308 | | | — | | 4,270,000 | | | 12,592 | | | — |
| Call options on interest rate futures purchase contracts | | 9,550,000 | | | 25,711 | | | — | | 7,600,000 | | | 3,250 | | | — |
| Put options on interest rate futures sale contracts | | 3,250,000 | | | — | | | 1,523 | | — | | | — | | | — |
| Call options on interest rate futures sale contracts | | 800,000 | | | — | | | 5,125 | | — | | | — | | | — |
| Treasury futures purchase contracts | | 7,951,000 | | | — | | | — | | 7,467,000 | | | — | | | — |
| Treasury futures sale contracts | | 9,380,000 | | | — | | | — | | 10,521,000 | | | — | | | — |
| Total derivatives before netting | | | | | 178,612 | | | 79,305 | | | | | 232,293 | | | 102,881 |
| Netting | | | | | (6,681) | | | (64,753) | | | | | (119,217) | | | (61,981) |
| | | | | $171,931 | | $14,552 | | | | $113,076 | | $40,900 | ||||
| Forward sale contract with PennyMac Mortgage Investment Trust | | 59,541 | | $— | | $741 | | — | | $— | | $— | ||||
| Deposits placed with (received from) derivative counterparties included in the derivative balances above, net | | | | $58,072 | | | | | | | $(57,236) | | | | ||
| (1) | Notional amounts provide an indication of the volume of the Company’s derivative activity. |
| (2) | All derivatives subject to master netting agreements are interest rate derivatives that are used as economic hedges. |
Derivative Assets, Financial Instruments, and Cash Collateral Held by Counterparty
The following table summarizes by significant counterparty the amount of derivative asset positions after considering master netting arrangements and financial instruments or cash pledged that do not meet the accounting guidance to qualify for setoff accounting.
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · March 31, 2025 · · December 31, 2024 | ||||||||||||||||||||||||
| · · · · Gross amount not · · · · · · Gross amount not · · | ||||||||||||||||||||||||
| · · · · offset in the · · · · · · offset in the · · | ||||||||||||||||||||||||
| · · · · consolidated · · · · · · consolidated · · | ||||||||||||||||||||||||
| · · Net amount · · balance sheet · · · · Net amount · · balance sheet · · | ||||||||||||||||||||||||
| · · of assets in the · · · · Cash · · · · of assets in the · · · · Cash · · | ||||||||||||||||||||||||
| · · consolidated · · Financial · · collateral · · Net · · consolidated · · Financial · · collateral · · Net | ||||||||||||||||||||||||
| Counterparty · balance sheet · instruments · received · amount · balance sheet · instruments · received · amount | ||||||||||||||||||||||||
| · · (in thousands) | ||||||||||||||||||||||||
| Interest rate lock commitments | | $111,722 | | $— | | $— | | $111,722 | | $56,946 | | $— | | $— | | $56,946 | ||||||||
| RJ O' Brien | | | 34,371 | | | — | | | — | | | 34,371 | | | 15,842 | | | — | | | — | | | 15,842 |
| Morgan Stanley Bank, N.A. | | | 10,396 | | | — | | | — | | | 10,396 | | | 15,260 | | | — | | | — | | | 15,260 |
| Bank of Montreal | | | 4,061 | | | — | | | — | | | 4,061 | | | 3,781 | | | — | | | — | | | 3,781 |
| JPMorgan Chase Bank, N.A. | | | 2,935 | | | — | | | — | | | 2,935 | | | — | | | — | | | — | | | — |
| Mizuho Bank, Ltd. | | | 2,093 | | | — | | | — | | | 2,093 | | | 1,683 | | | — | | | — | | | 1,683 |
| Bank of America, N.A. | | | — | | | — | | | — | | | — | | | 8,221 | | | — | | | — | | | 8,221 |
| Athene Annuity & Life Assurance Company | | | — | | | — | | | — | | | — | | | 2,352 | | | — | | | — | | | 2,352 |
| BNP Paribas | | | — | | | — | | | — | | | — | | | 2,260 | | | — | | | — | | | 2,260 |
| Others | | | 6,353 | | | — | | | — | | | 6,353 | | | 6,731 | | | — | | | — | | | 6,731 |
| | | $171,931 | | $— | | $— | | $171,931 | | $113,076 | | $— | | $— | | $113,076 | ||||||||
Derivative Liabilities, Financial Instruments and Collateral Held by Counterparty
The following table summarizes by significant counterparty the amount of derivative liabilities and assets sold under agreements to repurchase after considering master netting arrangements and financial instruments or cash pledged that do not meet the accounting guidance to qualify for setoff accounting. All assets sold under agreements to repurchase are secured by sufficient collateral with fair values that exceed the liability amounts recorded on the consolidated balance sheets.
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · March 31, 2025 · · December 31, 2024 | ||||||||||||||||||||||||
| · · · · Gross amounts · · · · · · Gross amounts · · | ||||||||||||||||||||||||
| · · · · not offset in the · · · · · · not offset in the · · | ||||||||||||||||||||||||
| · · Net amount · · consolidated · · · · Net amount · · consolidated · · | ||||||||||||||||||||||||
| · · of liabilities · · balance sheet · · · · of liabilities · · balance sheet · · | ||||||||||||||||||||||||
| · · in the · · · · Cash · · · · in the · · · · Cash · · | ||||||||||||||||||||||||
| · · consolidated · · Financial · · collateral · · Net · · consolidated · · Financial · · collateral · · Net | ||||||||||||||||||||||||
| Counterparty · balance sheet · instruments (1) · pledged · amount · balance sheet · instruments (1) · pledged · amount | ||||||||||||||||||||||||
| · · (in thousands) | ||||||||||||||||||||||||
| Interest rate lock commitments | | $1,780 | | $— | | $— | | $1,780 | | $23,381 | | $— | | $— | | $23,381 | ||||||||
| Atlas Securitized Products, L.P. | | | 1,618,676 | | | (1,618,676) | | | — | | | — | | | 1,938,756 | | | (1,938,756) | | | — | | | — |
| Bank of America, N.A. | | | 1,218,402 | | | (1,211,436) | | | — | | | 6,966 | | | 1,294,213 | | | (1,294,213) | | | — | | | — |
| JPMorgan Chase Bank, N.A. | | | 895,111 | | | (894,816) | | | — | | | 295 | | | 1,220,822 | | | (1,214,559) | | | — | | | 6,263 |
| Royal Bank of Canada | | | 792,680 | | | (792,680) | | | — | | | — | | | 785,597 | | | (785,597) | | | — | | | — |
| Wells Fargo Bank, N.A. | | | 624,073 | | | (622,836) | | | — | | | 1,237 | | | 795,119 | | | (789,305) | | | — | | | 5,814 |
| Citibank, N.A. | | | 557,694 | | | (557,694) | | | — | | | — | | | 455,426 | | | (455,426) | | | — | | | — |
| BNP Paribas | | | 408,559 | | | (408,559) | | | — | | | — | | | 568,790 | | | (568,790) | | | — | | | — |
| Santander US Capital Markets LLC | | | 244,651 | | | (243,706) | | | — | | | 945 | | | 282,077 | | | (282,077) | | | — | | | — |
| Goldman Sachs | | | 232,012 | | | (232,012) | | | — | | | — | | | 336,894 | | | (336,624) | | | — | | | 270 |
| Morgan Stanley Bank, N.A. | | | 166,669 | | | (166,669) | | | — | | | — | | | 472,659 | | | (472,659) | | | — | | | — |
| Barclays Capital | | | 140,864 | | | (140,864) | | | — | | | — | | | 258,559 | | | (254,750) | | | — | | | 3,809 |
| Nomura Corporate Funding Americas | | | 125,000 | | | (125,000) | | | — | | | — | | | 175,000 | | | (175,000) | | | — | | | — |
| Mizuho Bank, Ltd. | | | 50,000 | | | (50,000) | | | — | | | — | | | 125,000 | | | (125,000) | | | — | | | — |
| Federal National Mortgage Association | | | 1,126 | | | — | | | — | | | 1,126 | | | — | | | — | | | — | | | — |
| PennyMac Mortgage Investment Trust | | | 741 | | | — | | | — | | | 741 | | | — | | | — | | | — | | | — |
| Others | | | 2,203 | | | — | | | — | | | 2,203 | | | 1,363 | | | — | | | — | | | 1,363 |
| | | $7,080,241 | | $(7,064,948) | | $— | | $15,293 | | $8,733,656 | | $(8,692,756) | | $— | | $40,900 | ||||||||
| (1) | Amounts represent the UPB of Assets sold under agreements to repurchase. |
Following are the gains (losses) recognized by the Company on derivative financial instruments and the consolidated statement of income lines where such gains and losses are included:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| · · · · Quarter ended March 31, | ||||||||
| Derivative activity · Consolidated statement of income line · 2025 · 2024 | ||||||||
| · · · · (in thousands) | ||||||||
| Interest rate lock commitments | | Net gains on loans held for sale at fair value (1) | | $76,377 | | $(19,786) | ||
| Hedged item: | | | | | | | | |
| Interest rate lock commitments and loans held for sale | | Net gains on loans held for sale at fair value | | $(145,046) | | $52,237 | ||
| Mortgage servicing rights | | Net loan servicing fees–Mortgage servicing rights hedging results | | $88,640 | | $(294,334) | ||
| (1) | Represents net change in fair value of IRLCs from the beginning to the end of the period. Amounts recognized at the date of commitment and fair value changes recognized during the quarter until purchase of the underlying loans or the cancellation of the commitment are shown in the rollforward of IRLCs for the quarter in Note 7 – Fair Value – Assets and Liabilities Measured at Fair Value on a Recurring Basis. |
Note 11—Mortgage Servicing Rights and Mortgage Servicing Liabilities
Mortgage Servicing Rights at Fair Value
The activity in MSRs is as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| · 2025 · 2024 | ||||||
| · · (in thousands) | ||||||
| Balance at beginning of quarter | | $8,744,528 | | $7,099,348 | ||
| MSRs resulting from loan sales | | | 650,349 | | | 412,520 |
| Change in fair value due to: | | | | | | |
| Changes in inputs used in valuation model (1) | | | (205,489) | | | 169,952 |
| Other changes in fair value (2) | | | (225,499) | | | (198,610) |
| Total change in fair value | | | (430,988) | | | (28,658) |
| Balance at end of quarter | | $8,963,889 | | $7,483,210 | ||
| Unpaid principal balance of underlying loans at end of quarter | | $442,208,097 | | $381,470,663 | ||
| | | | | | | |
| | | March 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| | | (in thousands) | ||||
| Fair value of mortgage servicing rights pledged to secure Assets sold under agreements to repurchase and Notes payable secured by mortgage servicing assets | | $8,802,948 | | $8,609,388 | ||
| (1) | Principally reflects changes in annual total prepayment speed, pricing spread, per loan annual cost of servicing and UPB of underlying loan inputs. |
| (2) | Represents changes due to realization of cash flows. |
Mortgage Servicing Liabilities at Fair Value
The activity in MSLs is summarized below:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| · 2025 · 2024 | ||||||
| · · (in thousands) | ||||||
| Balance at beginning of quarter | | $1,683 | | $1,805 | ||
| Changes in fair value due to: | | | | | | |
| Changes in inputs used in valuation model (1) | | | 5 | | | (27) |
| Other changes in fair value (2) | | | (37) | | | (46) |
| Total change in fair value | | | (32) | | | (73) |
| Balance at end of quarter | | $1,651 | | $1,732 | ||
| Unpaid principal balance of underlying loans at end of quarter | | $19,070 | | $22,644 | ||
| (1) | Principally reflects changes in annual total prepayment speed, pricing spread and per loan annual cost of servicing. |
| (2) | Represents changes due to realization of cash flows. |
Contractual servicing fees relating to MSRs and MSLs are recorded inNet loan servicing fees—Loan servicing fees—From non-affiliates on the Company’s consolidated statements of income; other fees relating to MSRs and MSLs are recorded inNet loan servicing fees—Loan servicing fees—Otheron the Company’s consolidated statements of income. Such amounts are summarized below:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| · 2025 · 2024 | ||||||
| · · (in thousands) | ||||||
| Contractual servicing fees | | $417,687 | | $358,026 | ||
| Other fees: | | | | | | |
| Late charges | | | 20,051 | | | 17,609 |
| Other | | | 3,479 | | | 2,640 |
| | | $441,217 | | $378,275 | ||
Note 12—Other Assets
Otherassets are summarized below:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | | March 31, | | | December 31, |
| · · 2025 · 2024 | ||||||
| · · (in thousands) | ||||||
| Margin deposits | | $183,678 | | $288,153 | ||
| Capitalized software, net | | | 115,958 | | | 120,802 |
| Servicing fees receivable, net | | | 44,566 | | | 38,676 |
| Other servicing receivables | | | 47,255 | | | 54,058 |
| Prepaid expenses | | | 42,546 | | | 45,762 |
| Interest receivable | | | 37,791 | | | 41,286 |
| Operating lease right-of-use assets | | | 33,728 | | | 36,572 |
| Real estate acquired in settlement of loans | | | 26,582 | | | 14,976 |
| Deposits securing Assets sold under agreements to repurchase and Notes payable secured by mortgage servicing assets | | | 13,768 | | | 16,697 |
| Furniture, fixtures, equipment and building improvements, net | | | 11,371 | | | 12,916 |
| Other | | | 106,120 | | | 100,183 |
| | | $663,363 | | $770,081 | ||
| Deposits securing Assets sold under agreements to repurchase or Notes payable secured by mortgage servicing assets | | $13,768 | | $16,697 | ||
Note 13—Leases
The Company has operating lease agreements relating to its facilities. The Company’s operating lease agreements have remaining terms ranging from less thanone year toeight years. Some of the operating lease agreements include options toextend the term for up tofive years. None of the Company’s operating lease agreements require the Company to make variable lease payments.
The Company’s lease agreements are summarized below:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · · · | ||||||
| · · Quarter ended March 31, | ||||||
| · · 2025 · 2024 | ||||||
| | | (dollars in thousands) | ||||
| Lease expense: | | | | | | |
| Operating leases | | $4,002 | | $4,031 | ||
| Short-term leases | | | 66 | | | 84 |
| Sublease income | | | (377) | | | (425) |
| Net lease expense included in Occupancy and equipment expense | | $3,691 | | $3,690 | ||
| | | | | | | |
| Other information: | | | | | | |
| Payments for operating leases | | $5,077 | | $4,974 | ||
| Operating lease right-of-use assets recognized | | $561 | | $— | ||
| Quarter end weighted averages: | | | | | | |
| Remaining lease term (in years) | | | 3.4 | | | 4.1 |
| Discount rate | | | 3.9% | | | 3.8% |
Lease payment obligations attributable to the Company’s operating lease liabilities are summarized below:
| | | | |
|---|---|---|---|
| Twelve months ended March 31, · · Operating leases | |||
| · · (in thousands) | |||
| 2026 | | $19,109 | |
| 2027 | | | 13,352 |
| 2028 | | | 5,765 |
| 2029 | | | 5,009 |
| 2030 | | | 3,506 |
| Thereafter | | | 2,284 |
| Total lease payments | | | 49,025 |
| Less imputed interest | | | (4,653) |
| Operating lease liability included in Accounts payable and accrued expenses | | $44,372 | |
Note 14—Short-Term Debt
The borrowing facilities described throughout these Notes 14 and 15 contain various covenants, including financial covenants governing the Company’s net worth, debt-to-equity ratio and liquidity. Management believes that the Company was in compliance with these covenants as of March 31, 2025.
Assets Sold Under Agreements to Repurchase
The Company has multiple borrowing facilities in the form of asset sales under agreements to repurchase. These borrowing facilities are secured by principal-only stripped mortgage-backed securities, loans held for sale or participation certificates backed by mortgage servicing assets. Eligible assets are sold at advance rates based on the fair value (as determined by the lender) of the assets sold. Interest is charged at a rate based on the Secured Overnight Financing Rate (“SOFR”). Principal-only stripped mortgage-backed securities, participation certificates and loans financed under these agreements may be re-pledged by the lenders.
Assets sold under agreements to repurchase are summarized below:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| · 2025 · 2024 | ||||||
| · · (dollars in thousands) | ||||||
| Average balance of assets sold under agreements to repurchase | | $6,109,683 | | $3,542,537 | ||
| Weighted average interest rate (1) | | | 5.94% | | | 7.24% |
| Total interest expense | | $94,229 | | $70,435 | ||
| Maximum daily amount outstanding | | $8,589,915 | | $5,442,438 | ||
| (1) | Excludes the effect of amortization of debt issuance costs and non-utilization fees of $4.8 million and $6.7 million for the quarters ended March 31, 2025 and 2024, respectively. |
| | | | | | | |
|---|---|---|---|---|---|---|
| | | | March 31, | | | December 31, |
| · 2025 · 2024 | ||||||
| | | (dollars in thousands) | ||||
| Carrying value: | | | | | | |
| Unpaid principal balance | | $7,064,948 | | $8,692,756 | ||
| Unamortized debt issuance costs | | | (6,895) | | | (7,549) |
| | | $7,058,053 | | $8,685,207 | ||
| Weighted average interest rate | | | 5.80% | | | 5.89% |
| Available borrowing capacity (1): | | | | | | |
| Committed | | $1,117,467 | | $460,000 | ||
| Uncommitted | | | 4,613,856 | | | 3,104,026 |
| | | $5,731,323 | | $3,564,026 | ||
| Assets securing repurchase agreements: | | | | | | |
| Principal-only stripped mortgage-backed securities | | $817,596 | | $825,865 | ||
| Loans held for sale | | $6,485,146 | | $7,612,832 | ||
| Servicing advances (2) | | $303,106 | | $357,939 | ||
| Mortgage servicing rights (2) | | $7,636,201 | | $7,488,539 | ||
| Deposits (2) | | $13,768 | | $16,697 | ||
| (1) | The amount the Company is able to borrow under asset repurchase agreements is tied to the fair value of unencumbered assets eligible to secure those agreements and the Company’s ability to fund the agreements’ margin requirements relating to the assets financed. |
| (2) | Beneficial interests in the Ginnie Mae MSRs, Fannie Mae MSRs, servicing advances and deposits together serve as the collateral backing servicing asset financing facilities that are included in Assets sold under agreements to repurchase and the term notes and term loans included in Notes payable secured by mortgage servicing assets. The term notes and term loans are described in Note 15–Long-Term Debt - Notes payable secured by mortgage servicing assets. |
Following is a summary of maturities of outstanding advances under asset repurchase agreements by maturity date:
| | | | |
|---|---|---|---|
| Remaining maturity at March 31, 2025 (1) | Unpaid principal balance | ||
| · · (dollars in thousands) | |||
| Within 30 days | | $1,498,129 | |
| Over 30 to 90 days | | | 4,863,578 |
| Over 90 to 180 days | | | 184,880 |
| Over 180 days to one year | | | 55,015 |
| Over one year to two years | | | 463,346 |
| Total assets sold under agreements to repurchase | | $7,064,948 | |
| Weighted average maturity (in months) | | | 3.4 |
| (1) | The Company is subject to margin calls during the periods the agreements are outstanding and therefore may be required to repay a portion of the borrowings before the respective agreements mature if the fair values (as determined by the applicable lender) of the assets securing those agreements decrease. |
The amount at risk (the fair value of the assets pledged plus the related margin deposit, less the amount advanced by the counterparty and interest payable) relating to the Company’s assets sold under agreements to repurchase is summarized by asset type and counterparty below as of March 31, 2025:
Loans held for sale and MSRs
| · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · · · · · · | ||||||
| · · · · · Weighted average · · | ||||||
| Counterparty · Amount at risk · maturity of advances · Facility maturity | ||||||
| | | (in thousands) | | | | |
| Atlas Securitized Products, L.P., Goldman Sachs Bank USA, Nomura Corporate Funding Americas and Mizuho Bank, Ltd. (1) | | $5,919,844 | | March 18, 2026 | | March 18, 2026 |
| Atlas Securitized Products, L.P. | | $156,111 | | August 21, 2025 | | June 26, 2026 |
| Bank of America, N.A. | | $88,190 | | May 3, 2025 | | June 10, 2026 |
| JP Morgan Chase Bank, N.A. | | $52,021 | | May 31, 2025 | | June 28, 2026 |
| Royal Bank of Canada | | $47,349 | | May 1, 2025 | | February 12, 2026 |
| Citibank, N.A. | | $39,446 | | June 1, 2025 | June 11, 2026 | |
| BNP Paribas | | $24,716 | | June 16, 2025 | | September 30, 2026 |
| Barclays Bank PLC | | $24,258 | | August 17, 2025 | | March 6, 2026 |
| Morgan Stanley Bank, N.A. | | $21,106 | | June 9, 2025 | | May 22, 2026 |
| Wells Fargo Bank, N.A. | | $16,838 | | June 14, 2025 | | October 15, 2025 |
| Goldman Sachs Bank USA | | $8,653 | | June 14, 2025 | | February 13, 2027 |
| (1) | The amount at risk includes the beneficial interests in Ginnie Mae MSRs, Fannie Mae MSRs and servicing advances pledged to serve as the collateral backing servicing asset facilities included in Assets sold under agreements to repurchase and the term notes and term loans included in Notes payable secured by mortgage servicing assets. The facilities mature on various dates through July 25, 2026 and the facility maturity date shown in this table represents a weighted average of those dates. |
Principal-only stripped MBS
| · · · · · | ||||
|---|---|---|---|---|
| Counterparty · Amount at risk · Maturity | ||||
| | | (in thousands) | | |
| Bank of America, N.A. | | $2,300 | | April 24, 2025 |
| JP Morgan Chase Bank, N.A. | | $19,294 | | April 7, 2025 |
| Wells Fargo Bank, N.A. | | $20,178 | | April 23, 2025 |
| Santander US Capital Markets LLC | | $16,711 | | April 15, 2025 |
Mortgage Loan Participation Purchase and Sale Agreements
Two of the borrowing facilities secured by loans held for sale are in the form of mortgage loan participation purchase and sale agreements. Participation certificates, each of which represents an undivided beneficial ownership interest in mortgage loans that have been pooled with Fannie Mae, Freddie Mac or Ginnie Mae, are sold to a lender pending securitization of the mortgage loans and sale of the resulting securities. A commitment to sell the securities resulting from the pending securitization between the Company and a non-affiliate is also assigned to the lender at the time a participation certificate is sold.
The purchase price paid by the lender for each participation certificate is based on the trade price of the security, plus an amount of interest expected to accrue on the security to its anticipated delivery date, minus a present value adjustment, any related hedging costs, and a holdback amount, that is based on a percentage of the purchase price. The holdback amount is not required to be paid to the Company until the settlement of the security and its delivery to the lender.
The mortgage loan participation purchase and sale agreements are summarized below:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| · 2025 · 2024 | ||||||
| · · (dollars in thousands) | ||||||
| Average balance | | $261,045 | | $234,874 | ||
| Weighted average interest rate (1) | | | 5.64% | | | 6.69% |
| Total interest expense | | $3,804 | | $4,077 | ||
| Maximum daily amount outstanding | | $511,846 | | $515,990 | ||
| (1) | Excludes the effect of amortization of debt issuance costs totaling $172,000 for the quarters ended March 31, 2025 and 2024. |
| | | | | | | |
|---|---|---|---|---|---|---|
| · March 31, · · December 31, | ||||||
| · · 2025 · 2024 | ||||||
| | | (dollars in thousands) | ||||
| Carrying value: | | | | | | |
| Unpaid principal balance | | $510,313 | | $496,856 | ||
| Unamortized debt issuance costs | | | (172) | | | (344) |
| | | $510,141 | $496,512 | |||
| Weighted average interest rate | | | 5.58% | | | 5.58% |
| Fair value of loans pledged to secure mortgage loan participation purchase and sale agreements | | $542,613 | | $528,002 | ||
Note 15—Long-Term Debt
Notes Payable Secured by Mortgage Servicing Assets
Term Notes and Term Loans
The Company, through its wholly-owned subsidiaries PNMAC, PLS and the PNMAC GMSR ISSUER TRUST (“Issuer Trust”) has entered into a structured finance transaction, in which PLS pledges and/or sells to the Issuer Trust participation certificates representing beneficial interests in Ginnie Mae mortgage servicing assets pursuant to a repurchase agreement. The Issuer Trust has issued VFNs to PLS, has issued secured term notes (the “Term Notes”) to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and has entered into a series of syndicated term loans with various lenders (the “Term Loans”). The Term Notes and Term Loans are secured by the participation certificates relating to Ginnie Mae mortgage servicing assets financed pursuant to the servicing asset repurchase facilities, and rank pari passu with the mortgage servicing asset VFNs.
Following is a summary of the issued and outstanding Term Notes and Term Loans:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · Maturity date | |||||||||
| Issuance date · Principal balance · Annual interest rate spread (1) · Stated · Optional extension (2) | |||||||||
| · · (in thousands) · · · · · · | |||||||||
| Term Notes: | | | | | | | | | |
| June 3, 2022 | | $500,000 | | 4.25% | | 5/25/2027 | | 5/25/2029 | |
| February 29, 2024 | | | 425,000 | | 3.20% | | 3/26/2029 | | 3/25/2031 |
| Term Loans: | | | | | | | | | |
| February 28, 2023 | | | 680,000 | | 3.00% | | 2/25/2028 | | 2/25/2029 |
| October 25, 2023 | | | 125,000 | | 3.00% | | 10/25/2028 | | |
| | | $1,730,000 | | | | | | | |
| (1) | Interest is charged at a rate of SOFR plus a spread. |
| (2) | The Term Notes and Term Loans’ indentures provide the Company with the option to extend the maturity of certain of the Term Notes or Term Loans as specified in the respective agreements. |
Freddie Mac MSR Notes Payable
The Company has notes payable facilities with two lenders that are secured by Freddie Mac MSRs. Interest is charged at a rate of SOFR plus a spread as defined in the agreements. The facilities expire on March 6 and June 11, 2026. The maximum amount that the Company may borrow under the notes payable is $900 million, $850 million of which is committed, and may be reduced by other debt outstanding with the counterparties.
Notes payable secured by mortgage servicing assets are summarized below:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| · 2025 · 2024 | ||||||
| · · (dollars in thousands) | ||||||
| Average balance | | $1,863,611 | | $1,950,330 | ||
| Weighted average interest rate (1) | | | 7.85% | | | 8.92% |
| Total interest expense | | $36,578 | | $44,006 | ||
| (1) | Excludes the effect of amortization of debt issuance costs totaling $513,000 and $750,000 for the quarters ended March 31, 2025 and 2024, respectively. |
| | | | | | | |
|---|---|---|---|---|---|---|
| · · March 31, · · December 31, | ||||||
| · 2025 · 2024 | ||||||
| | | (dollars in thousands) | ||||
| Carrying value: | | | | | | |
| Unpaid principal balance: | | | | | | |
| Term Notes and Term Loans | | $1,730,000 | $1,730,000 | |||
| Freddie Mac MSR Notes Payable | | | — | | | 325,000 |
| | | | 1,730,000 | | | 2,055,000 |
| Unamortized debt issuance costs | | | (5,392) | | | (6,028) |
| | | $1,724,608 | | $2,048,972 | ||
| Weighted average interest rate | | | 7.86% | | | 7.81% |
| Assets pledged to secure notes payable (1): | | | | | | |
| Servicing advances | | $303,106 | | $357,939 | ||
| Mortgage servicing rights | | $8,802,948 | | $8,609,388 | ||
| Deposits | | $13,768 | | $16,697 | ||
| (1) | Beneficial interests in the Ginnie Mae MSRs, Fannie Mae MSRs, servicing advances and deposits together serve as the collateral backing servicing asset facilities that include Assets sold under agreements to repurchase and the Term Notes and Term Loans included in Notes payable secured by mortgage servicing assets. |
Unsecured Senior Notes
The Company has issued unsecured senior notes (the “Unsecured Notes”) to qualified institutional buyers under Rule 144A of the Securities Act. The Unsecured Notes are senior unsecured obligations of the Company and will rank senior in right of payment to any future subordinate indebtedness of the Company, equally in right of payment with all existing and future senior indebtedness of the Company and effectively subordinate to any existing and future secured indebtedness of the Company to the extent of the fair value of collateral securing such indebtedness.
The Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company’s existing and future wholly-owned domestic subsidiaries (other than certain excluded subsidiaries defined in the indenture under which the Unsecured Notes were issued). The guarantees are senior unsecured obligations of the guarantors and will rank senior in right of payment to any future subordinate indebtedness of the guarantors, equally in right of payment with all existing and future senior indebtedness of the guarantors and effectively subordinate to any existing and future secured indebtedness of the guarantors to the extent of the fair value of collateral securing such indebtedness. The Unsecured Notes and the guarantees are structurally subordinate to the indebtedness and liabilities of the Company’s subsidiaries that do not guarantee the Unsecured Notes.
Following is a summary of the Company’s outstanding Unsecured Notes:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| Issuance date · · Principal balance · · Note interest rate · · Maturity date · · Optional redemption date (1) | |||||||||
| · · (in thousands) · · (annual) · · · · | |||||||||
| September 29, 2020 | | $500,000 | | 5.375% | | October 15, 2025 | | October 15, 2022 | |
| October 19, 2020 | | | 150,000 | | 5.375% | | October 15, 2025 | | October 15, 2022 |
| February 11, 2021 | | | 650,000 | | 4.25% | | February 15, 2029 | | February 15, 2024 |
| September 16, 2021 | | | 500,000 | | 5.75% | | September 15, 2031 | | September 15, 2026 |
| December 11, 2023 | | | 750,000 | | 7.875% | | December 15, 2029 | | December 15, 2026 |
| May 23, 2024 | | | 650,000 | | 7.125% | | November 15, 2030 | | November 15, 2026 |
| February 6, 2025 | | | 850,000 | | 6.875% | | February 15, 2033 | | February 15, 2028 |
| | | $4,050,000 | | | | | | | |
| (1) | Before the optional redemption date, the Company may redeem some or all of the Unsecured Notes for that issuance at a price equal to 100% of the principal amount, plus accrued and unpaid interest and a make-whole premium or the Company may redeem up to 40% of the Unsecured Notes for that issuance with an amount equal to or less than the net proceeds from certain equity offerings at the redemption price set forth in the indenture, plus accrued and unpaid interest. On or after the optional redemption date, the Company may redeem some or all of the Unsecured Notes for that issuance at the redemption prices set forth in the indenture, plus accrued interest. |
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| · 2025 · 2024 | ||||||
| · · (dollars in thousands) | ||||||
| Average balance | | $3,710,000 | | $2,550,000 | ||
| Weighted average interest rate (1) | | | 6.26% | | | 5.90% |
| Total interest expense | | $60,137 | | $38,832 | ||
| (1) | Excludes the effect of amortization of debt issuance costs of $2.0 million and $1.4 million for the quarters ended March 31, 2025 and 2024, respectively. |
| | | | | | | |
|---|---|---|---|---|---|---|
| · · March 31, · · December 31, | ||||||
| · 2025 · 2024 | ||||||
| | | (dollars in thousands) | ||||
| Carrying value: | | | | | | |
| Unpaid principal balance | | $4,050,000 | | $3,200,000 | ||
| Unamortized debt issuance costs and premiums, net | | | (51,298) | | | (35,968) |
| | | $3,998,702 | | $3,164,032 | ||
| Weighted average interest rate | | | 6.30% | | | 6.15% |
Maturities of Long-Term Debt
Maturities of long-term debt (based on stated maturity dates) are as follows:
| | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Twelve months ended March 31, · · · | |||||||||||||||||||||
| · 2026 · 2027 · 2028 · 2029 · 2030 · Thereafter · Total | |||||||||||||||||||||
| · · (in thousands) | |||||||||||||||||||||
| Notes payable secured by mortgage servicing assets (1) | | $— | | $— | | $1,180,000 | | $550,000 | | $— | | $— | | $1,730,000 | |||||||
| Unsecured senior notes | | | 650,000 | | | — | | | — | | | 650,000 | | | 750,000 | | | 2,000,000 | | | 4,050,000 |
| Total | | $650,000 | | $— | | $1,180,000 | | $1,200,000 | | $750,000 | | $2,000,000 | | $5,780,000 | |||||||
| (1) | The Term Notes and Term Loans’ indentures provide the Company with the option to extend the maturity of the Term Notes and Term Loans as specified in the respective agreements. |
Note 16—Liability for Losses Under Representations and Warranties
Following is a summary of the Company’s liability for losses under representations and warranties:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| · 2025 · 2024 | ||||||
| · · (in thousands) | ||||||
| Balance at beginning of quarter | | $29,129 | | $30,788 | ||
| Provision for losses: | | | | | | |
| Resulting from sales of loans | | | 3,547 | | | 3,952 |
| Resulting from change in estimate | | | (1,415) | | | (3,320) |
| Losses incurred | | | (487) | | | (1,444) |
| Balance at end of quarter | | $30,774 | | $29,976 | ||
| Unpaid principal balance of loans subject to representations and warranties at end of quarter | | $430,898,425 | | $366,147,661 | ||
Note 17—Income Taxes
The Company’s effective income tax rates were 26.8% and 10.4% for the quarters ended March 31, 2025 and 2024, respectively. The increase in the effective income tax rate for the quarter ended March 31, 2025 compared to the same period in 2024 is primarily due to a reduction in the tax deduction related to equity compensation and greater pre-tax income earned in the quarter ended March 31, 2025.
Note 18—Commitments and Contingencies
Commitments to Purchase and Fund Mortgage Loans
The Company’s commitments to purchase and fund loans totaled $9.9 billion as of March 31, 2025.
Legal and Regulatory Proceedings
From time to time, the Company may be a party to legal and regulatory proceedings, lawsuits and other claims arising in the ordinary course of its business. The amount, if any, of ultimate liability with respect to such matters cannot be determined, but despite the inherent uncertainties of litigation, management believes that the ultimate disposition of any such proceedings and exposure will not have, individually or taken together, a material adverse effect on the financial condition, income, or cash flows of the Company.
Note 19—Stockholders’ Equity
The Company’s stock repurchase program provides for the repurchase of up to $2 billion of its common stock, before transaction costs and excise tax. From inception through March 31, 2025, the Company repurchased $1.8 billion of common stock, including $537,000 in transaction fees. No common stock was repurchased during the quarters ended March 31, 2025 and 2024.
Note 20—Net Gains on Loans Held for Sale
Net gains on loans held for sale at fair value are summarized below:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| · 2025 · 2024 | ||||||
| | | (in thousands) | ||||
| From non-affiliates: | | | | | | |
| Cash losses: | | | | | | |
| Loans | | $(276,310) | | $(309,190) | ||
| Hedging activities | | | (310,699) | | | 150,219 |
| | | | (587,009) | | | (158,971) |
| Non-cash gains: | | | | | | |
| Mortgage servicing rights resulting from loan sales | | | 650,349 | | | 412,520 |
| Provisions for losses relating to representations and warranties: | | | | | | |
| Pursuant to loan sales | | | (3,547) | | | (3,952) |
| Reductions in liability due to changes in estimate | | | 1,415 | | | 3,320 |
| Changes in fair values of loans and derivatives held at end of quarter: | | | | | | |
| Interest rate lock commitments | | | 76,377 | | | (19,786) |
| Loans | | | (87,039) | | | 27,645 |
| Hedging derivatives | | | 165,653 | | | (97,982) |
| | | | 216,199 | | | 162,794 |
| From PennyMac Mortgage Investment Trust (1) | | | 4,838 | | | (353) |
| | | $221,037 | | $162,441 | ||
| (1) | Gains and losses on sales of loans to PMT are described in Note 5–Related Party Transactions–PennyMac Mortgage Investment Trust–Operating Activities. |
Note 21—Net Interest Expense
Net interest expense is summarized below:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| · 2025 · 2024 | ||||||
| | | (in thousands) | ||||
| Interest income: | | | | | | |
| Cash and short-term investments | | $10,007 | | $14,582 | ||
| Principal-only stripped mortgage-backed securities | | | 11,595 | | | 270 |
| Loans held for sale | | | 87,394 | | | 65,421 |
| Placement fees relating to custodial funds | | | 79,795 | | | 76,133 |
| Other | | | 1,080 | | | 20 |
| | | | 189,871 | | | 156,426 |
| Interest expense: | | | | | | |
| Assets sold under agreements to repurchase | | | 94,229 | | | 70,435 |
| Mortgage loan participation purchase and sale agreements | | | 3,804 | | | 4,077 |
| Notes payable secured by mortgage servicing assets | | | 36,578 | | | 44,006 |
| Unsecured senior notes | | | 60,137 | | | 38,832 |
| Interest shortfall on repayments of mortgage loans serviced for Agency securitizations | | | 9,774 | | | 6,121 |
| Interest on mortgage loan impound deposits | | | 2,581 | | | 1,987 |
| Other | | | 979 | | | 311 |
| | | | 208,082 | | | 165,769 |
| | | $(18,211) | | $(9,343) | ||
** Note 22—Stock-based Compensation**
Following is a summary of the stock-based compensation activity:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| · 2025 · 2024 | ||||||
| | | (in thousands) | ||||
| Grants: | | | | | | |
| Units: | | | | | | |
| Performance-based restricted share units ("RSUs") | | | 185 | | | 246 |
| Stock options | | | 187 | | | 188 |
| Time-based RSUs | | | 260 | | | 145 |
| Grant date fair value: | | | | | | |
| Performance-based RSUs | | $18,788 | | $20,915 | ||
| Stock options | | | 8,138 | | | 6,935 |
| Time-based RSUs | | | 26,484 | | | 12,333 |
| Total | | $53,410 | | $40,183 | ||
| Vesting and exercise: | | | | | | |
| Performance-based RSUs vested | | | — | | | 309 |
| Stock options exercised | | | 126 | | | 331 |
| Time-based RSUs vested | | | 185 | | | 209 |
| Stock-based compensation expense | | $11,084 | | $4,583 | ||
Note 23—Disaggregation of Certain Expense Captions
Following are the disaggregation of certain expense captions:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| Expense line · 2025 · 2024 | ||||||
| | | (in thousands) | ||||
| Technology | | | | | | |
| Amortization of capitalized software | | $11,981 | | $12,181 | ||
| Other (1) | | | 28,216 | | | 23,786 |
| Total technology expense | | $40,197 | | $35,967 | ||
| | | | | | | |
| Occupancy and equipment | | | | | | |
| Depreciation | | $1,915 | | $1,983 | ||
| Operating lease cost | | | 3,625 | | 4,031 | |
| Short-term lease cost | | | 66 | | | 84 |
| Other (2) | | | 2,776 | | | 2,578 |
| Total occupancy and equipment expense | | $8,382 | | $8,676 | ||
| (1) | Other technology expenses primarily consist of software licensing and maintenance and data center expenses. |
| (2) | Other occupancy and equipment expenses primarily consist of common area maintenance charges, repair and security expenses. |
Note 24—Earnings Per Share
Basic earnings per share is determined by dividing net income by the weighted average number of shares of common stock outstanding during the quarter. Diluted earnings per share is determined by dividing net income by the weighted average number of shares of common stock outstanding, assuming all dilutive securities were issued.
The Company’s potentially dilutive securities are stock-based compensation awards. The Company applies the treasury stock method to determine the diluted weighted average number of shares of common stock outstanding based on the outstanding stock-based compensation awards.
The following table summarizes the basic and diluted earnings per share calculations:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Quarter ended March 31, | ||||||
| · 2025 · 2024 | ||||||
| · · (in thousands, except per share amounts) | ||||||
| Net income | | $76,280 | $39,308 | |||
| | | | | | | |
| Weighted average shares of common stock outstanding | | | 51,506 | | | 50,547 |
| Effect of dilutive securities - shares issuable under stock-based compensation plan | | | 2,118 | | | 2,553 |
| Weighted average diluted shares of common stock outstanding | | | 53,624 | | | 53,100 |
| Basic earnings per share | | $1.48 | | $0.78 | ||
| Diluted earnings per share | | $1.42 | | $0.74 | ||
Calculations of diluted earnings per share require certain potentially dilutive shares to be excluded when their inclusion in the diluted earnings per share calculation would be anti-dilutive. The following table summarizes the weighted-average number of anti-dilutive outstanding RSUs and stock options excluded from the calculation of diluted earnings per share:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | | | | | |
| · · Quarter ended March 31, | ||||||
| · 2025 · 2024 | ||||||
| · · (in thousands except for weighted average exercise price) | ||||||
| Performance-based RSUs (1) | | | 597 | | | 681 |
| Time-based RSUs | | | 132 | | | 51 |
| Stock options (2) | | | 147 | | | 66 |
| Total anti-dilutive units and options | | | 876 | | | 798 |
| Weighted average exercise price of anti-dilutive stock options (2) | | $95.84 | | $84.93 | ||
| (1) | Certain performance-based RSUs were outstanding but not included in the computation of earnings per share because the performance thresholds included in such RSUs have not been achieved. |
| (2) | Certain stock options were outstanding but not included in the computation of diluted earnings per share because the combination of the weighted-average exercise prices and average unamortized stock compensation cost exceeded the average market price of the outstanding options for the quarter. |
Note 25—Regulatory Capital and Liquidity Requirements
The Company, through PLS, is required to maintain specified levels of capital and liquidity to remain a seller/servicer in good standing with the Agencies. Such capital and liquidity requirements generally are tied to the size of the PLS’s loan servicing portfolio and loan origination volume.
The Agencies’ capital and liquidity levels and requirements, the calculations of which are specified by each Agency, are summarized below:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · March 31, 2025 · · December 31, 2024 · | |||||||||||||
| Requirement/Agency · Actual (1) · Requirement (1) · Actual (1) · Requirement (1) | |||||||||||||
| · · (dollars in thousands) · | |||||||||||||
| Capital | | | | | | | | | | | | | |
| Fannie Mae & Freddie Mac | | $7,609,126 | | $1,424,117 | | $7,457,748 | | $1,380,100 | | ||||
| Ginnie Mae | | $7,507,021 | | $1,561,002 | | $6,952,347 | | $1,526,074 | | ||||
| HUD | | $7,507,021 | | $2,500 | | $6,952,347 | | $2,500 | | ||||
| Risk-based capital | | | | | | | | | | | | | |
| Ginnie Mae | | | 43% | | 6% | | 40% | | 6% | ||||
| Liquidity | | | | | | | | | | | | | |
| Fannie Mae & Freddie Mac | | $939,389 | | $649,270 | | $870,243 | | $630,698 | | ||||
| Ginnie Mae | | $1,136,306 | | $474,056 | | $1,208,755 | | $460,200 | | ||||
| Adjusted net worth / Total assets ratio | | | | | | | | | | | | | |
| Ginnie Mae | | | 40% | | 6% | | 35% | | 6% | ||||
| Tangible net worth / Total assets ratio | | | | | | | | | | | | | |
| Fannie Mae & Freddie Mac | | | 32% | | 6% | | 29% | | 6% | ||||
| (1) | Calculated in accordance with the respective Agency’s requirements. |
Noncompliance with an Agency’s requirements can result in such Agency taking various remedial actions up to and including terminating the Company’s ability to sell loans to and service loans on behalf of the respective Agency.
Note 26—Segments
The Company’s reportable segments are identified based on their unique business activities. The following disclosures about the Company’s business segments are presented consistent with the way the Company’s chief operating decision maker organizes and evaluates financial information for making operating decisions and assessing performance. The reportable segments are evaluated based on income or loss before provision for income taxes. The chief operating decision maker uses pre-tax segment results to assess segment performance and allocate operating and capital resources among thetwo reportable segments. The segments are separately evaluated because they represent different services. The Company’s chief operating decision maker is its chief executive officer.
During the year ended December 31, 2024, the Company adopted ASU 2023-07. Concurrent with the adoption of ASU 2023-07 management reassessed its segment definitions to those shown below. Prior quarter amounts have been recast to conform the prior quarter presentation to the current quarter presentation.
The Company conducts its business intwo operating and reportable segments, “production” and “servicing”:
| ● | The production segment performs loan origination, acquisition and sale activities, including the fulfillment of correspondent production activities for PMT. |
| ● | The servicing segment performs servicing of loans on behalf of non-affiliate investors, execution and management of early buyout transactions, and servicing of loans and MSRs sourced and managed for PMT. |
| ● | Non-segment activities are included under the heading “Corporate and other” and include amounts attributable to corporate activities that are not directly attributable to the production and servicing segments as well as investment management fees earned from PMT. None of the corporate and other items meet the quantitative threshold to be classified as a reportable segment. |
Financial performance and results by segment are as follows:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Quarter ended March 31, 2025 · | ||||||||||||||||
| · Production · Servicing · Reportable segment total · Corporate and other · Consolidated Total | ||||||||||||||||
| · · (in thousands) · | ||||||||||||||||
| Revenues: (1) · · · · · · · · · · · · · · | ||||||||||||||||
| Net gains on loans held for sale at fair value | | $187,145 | | $33,892 | | $221,037 | | $— | | $221,037 | | |||||
| Loan origination fees | | | 46,611 | | | — | | | 46,611 | | | — | | | 46,611 | |
| Fulfillment fees from PennyMac Mortgage Investment Trust | | | 5,290 | | | — | | | 5,290 | | | — | | | 5,290 | |
| Net loan servicing fees | | | — | | | 164,286 | | | 164,286 | | | — | | | 164,286 | |
| Management fees | | | — | | | — | | | — | | | 7,012 | | | 7,012 | |
| Net interest income (expense): | | | | | | | | | | | | | | | | |
| Interest income | | | 85,288 | | | 104,134 | | | 189,422 | | | 449 | | | 189,871 | |
| Interest expense | | | 76,526 | | | 131,556 | | | 208,082 | | | — | | | 208,082 | |
| | | | 8,762 | | | (27,422) | | | (18,660) | | | 449 | | | (18,211) | |
| Other | | | 131 | | | (173) | | | (42) | | | 4,920 | | | 4,878 | |
| Total net revenues | | | 247,939 | | | 170,583 | | | 418,522 | | | 12,381 | | | 430,903 | |
| Expenses: | | | | | | | | | | | | | | | | |
| Compensation | | | 98,869 | | | 52,970 | | | 151,839 | | | 30,149 | | | 181,988 | |
| Loan origination | | | 44,096 | | | — | | | 44,096 | | | — | | | 44,096 | |
| Technology | | | 25,100 | | | 10,385 | | | 35,485 | | | 4,712 | | | 40,197 | |
| Servicing | | | — | | | 21,875 | | | 21,875 | | | — | | | 21,875 | |
| Marketing and advertising | | | 8,023 | | | 373 | | | 8,396 | | | 1,036 | | | 9,432 | |
| Professional services | | | 3,134 | | | 1,681 | | | 4,815 | | | 4,222 | | | 9,037 | |
| Occupancy and equipment | | | 4,128 | | | 2,729 | | | 6,857 | | | 1,525 | | | 8,382 | |
| Other (2) | | | 2,646 | | | 4,569 | | | 7,215 | | | 4,485 | | | 11,700 | |
| Total expenses | | | 185,996 | | | 94,582 | | | 280,578 | | | 46,129 | | | 326,707 | |
| Income before provision for income taxes | | $61,943 | | $76,001 | | $137,944 | | $(33,748) | | $104,196 | | |||||
| Segment assets at end of quarter | | $7,346,079 | | $16,461,624 | | $23,807,703 | | $65,173 | | $23,872,876 | | |||||
| Acquisition of: | | | | | | | | | | | | | | | | |
| Capitalized software | | $5,409 | | $1,728 | | $7,137 | | $— | | $7,137 | | |||||
| Furniture, fixtures, equipment and building improvements | | $187 | | $29 | | $216 | | $155 | | $371 | | |||||
| Amortization of capitalized software | | $10,221 | | $1,666 | | $11,887 | | $94 | | $11,981 | | |||||
| Depreciation and amortization of furniture, fixtures, equipment and building improvements | | $968 | | $645 | | $1,613 | | $302 | | $1,915 | | |||||
| (1) | All revenues are from external customers. The segments do not recognize intersegment revenues. |
| (2) | Other expense includes smaller balance expense categories not separately provided to the chief operating decision maker such as safekeeping, travel, postage and corporate insurance. |
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Quarter ended March 31, 2024 · | ||||||||||||||||
| · Production · Servicing · Reportable segment total · Corporate and other · Consolidated Total | ||||||||||||||||
| · · (in thousands) · | ||||||||||||||||
| Revenues: (1) | | | | | | | | | | | | | | | | |
| Net gains on loans held for sale at fair value | | $141,431 | | $21,010 | | $162,441 | | $— | | $162,441 | | |||||
| Loan origination fees | | | 36,371 | | | — | | | 36,371 | | | — | | | 36,371 | |
| Fulfillment fees from PennyMac Mortgage Investment Trust | | | 4,016 | | | — | | | 4,016 | | | — | | | 4,016 | |
| Net loan servicing fees | | | — | | | 100,954 | | | 100,954 | | | — | | | 100,954 | |
| Management fees | | | — | | | — | | | — | | | 7,188 | | | 7,188 | |
| Net interest income (expense): | | | | | | | | | | | | | | | | |
| Interest income | | | 63,371 | | | 92,541 | | | 155,912 | | | 514 | | | 156,426 | |
| Interest expense | | | 61,896 | | | 103,873 | | | 165,769 | | | — | | | 165,769 | |
| | | | 1,475 | | | (11,332) | | | (9,857) | | | 514 | | | (9,343) | |
| Other | | | 116 | | | 507 | | | 623 | | | 3,410 | | | 4,033 | |
| Total net revenues | | | 183,409 | | | 111,139 | | | 294,548 | | | 11,112 | | | 305,660 | |
| Expenses: | | | | | | | | | | | | | | | | |
| Compensation | | | 70,193 | | | 52,400 | | | 122,593 | | | 23,783 | | | 146,376 | |
| Loan origination | | | 30,568 | | | — | | | 30,568 | | | — | | | 30,568 | |
| Technology | | | 22,768 | | | 9,763 | | | 32,531 | | | 3,436 | | | 35,967 | |
| Servicing | | | — | | | 16,104 | | | 16,104 | | | — | | | 16,104 | |
| Professional services | | | 2,062 | | | 1,348 | | | 3,410 | | | 5,852 | | | 9,262 | |
| Occupancy and equipment | | | 4,138 | | | 2,905 | | | 7,043 | | | 1,633 | | | 8,676 | |
| Marketing and advertising | | | 3,596 | | | 29 | | | 3,625 | | | 46 | | | 3,671 | |
| Other (2) | | | 1,406 | | | 4,936 | | | 6,342 | | | 4,811 | | | 11,153 | |
| Total expenses | | | 134,731 | | | 87,485 | | | 222,216 | | | 39,561 | | | 261,777 | |
| Income before provision for income taxes | | $48,678 | | $23,654 | | $72,332 | | $(28,449) | | $43,883 | | |||||
| Segment assets at end of quarter | | $5,376,570 | | $14,332,919 | | $19,709,489 | | $92,252 | | $19,801,741 | | |||||
| Acquisition of: | | | | | | | | | | | | | | | | |
| Capitalized software | | $3,441 | | $310 | | $3,751 | | $113 | | $3,864 | | |||||
| Furniture, fixtures, equipment and building improvements | | $252 | | $609 | | $861 | | $57 | | $918 | | |||||
| Amortization of capitalized software | | $9,486 | | $2,203 | | $11,689 | | $492 | | $12,181 | | |||||
| Depreciation and amortization of furniture, fixtures, equipment and building improvements | | $959 | | $697 | | $1,656 | | $327 | | $1,983 | | |||||
| (1) | All revenues are from external customers. The segments do not recognize intersegment revenues. |
| (2) | Other expense includes smaller balance expense categories not separately provided to the chief operating decision maker such as safekeeping, travel, postage and corporate insurance. |
Note 27—Subsequent Events
Management has evaluated all events and transactions through the date the Company issued these consolidated financial statements. During this period:
| ● | On April 22, 2025, the Company announced a cash dividend of $0.30 per common share. The dividend will be paid on May 23, 2025 to common stockholders of record as of May 14, 2025. |
| ● | All agreements to sell assets under agreements to repurchase assets that matured before the date of this Report were extended or renewed. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.