Walker & Dunlop, Inc. - Quarter Report: 2012 March (Form 10-Q)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

(Mark One)

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2012

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to

 

Commission File Number: 001-35000

 

Walker & Dunlop, Inc.

(Exact name of registrant as specified in its charter)

 

 

7501 Wisconsin Avenue, Suite 1200E

Bethesda, Maryland 20814

(301) 215-5500

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

 

Not Applicable

(Former name, former address, and former fiscal year if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

As of May 7, 2012 there were 22,436,039 total shares of common stock outstanding.

 

 

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Walker & Dunlop, Inc.
Form 10-Q
INDEX

 

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	29
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	30
	Signature
	Exhibit Index
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-31.1
EX-31.2
EX-32
EX-101.1
EX-101.2
EX-101.3
EX-101.4
EX-101.5
EX-101.6

 

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PART I

 

FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Walker & Dunlop, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

March 31, 2012 and December 31, 2011

(In thousands, except share and per share data)

 

		March 31,			December 31,
		2012			2011
		(unaudited)
Assets
Cash and cash equivalents		$	40,811		$	53,817
Restricted cash		5,083			7,164
Pledged securities, at fair value		19,599			18,959
Loans held for sale, at fair value		268,207			268,167
Loans held for investment		6,947			—
Servicing fees and other receivables, net		15,140			18,501
Derivative assets		10,264			10,638
Mortgage servicing rights		142,621			137,079
Other assets		8,784			8,271
Total assets		$	517,456		$	522,596
Liabilities and Stockholders’ Equity
Liabilities
Accounts payable and other accrued expenses		$	56,216		$	76,163
Performance deposits from borrowers		5,806			10,425
Derivative liabilities		762			5,223
Guaranty obligation, net of accumulated amortization		10,447			9,921
Allowance for risk-sharing obligations		14,522			14,917
Warehouse notes payable		236,685			218,426
Notes payable		22,969			23,869
Total liabilities		$	347,407		$	358,944
Equity
Stockholders’ equity:
Preferred shares, Authorized 50,000,000, none issued.		$	—		$	—
Common stock, $0.01 par value. Authorized 200,000,000; issued and outstanding 21,774,277 shares in 2012 and 21,748,598 in 2011		218			217
Additional paid-in capital		81,747			81,190
Retained earnings		88,084			82,245
Total stockholders’ equity		$	170,049		$	163,652
Commitments and contingencies
Total liabilities and stockholders’ equity		$	517,456		$	522,596

 

See accompanying notes to condensed consolidated financial statements.

 

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Walker & Dunlop, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(In thousands, except share and per share data)

(Unaudited)

 

		Three Months Ended March 31,
		2012			2011
Revenues
Gains from mortgage banking activities		$	19,802		$	16,827
Servicing fees		9,379			7,713
Net warehouse interest income		937			717
Escrow earnings and other interest income		539			370
Other		3,745			3,370
Total revenues		$	34,402		$	28,997
Expenses
Personnel		$	11,641		$	9,207
Amortization and depreciation		7,259			4,907
Provision for risk-sharing obligations		1,224			746
Interest expense on corporate debt		168			252
Other operating expenses		4,616			3,020
Total expenses		$	24,908		$	18,132
Income from operations		$	9,494		$	10,865
Income tax expense		3,655			4,226
Net income		$	5,839		$	6,639
Basic and diluted earnings per share		$	0.27		$	0.31
Basic weighted average shares outstanding		21,750,573			21,582,746
Diluted weighted average shares outstanding		21,848,280			21,651,192

 

See accompanying notes to condensed consolidated financial statements.

 

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Walker & Dunlop, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

 

		Three Months Ended March 31,
		2012			2011
Cash flows from operating activities:
Net income		$	5,839		$	6,639
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Gain attributable to fair value of future servicing rights, net of guaranty obligation		(9,523		)	(9,469		)
Gain on sale of MSR, less prepayment of MSR		(2		)	165
Provision for risk-sharing obligations		1,224			746
Amortization and depreciation		7,259			4,907
Originations of loans held for sale		(648,055		)	(440,971		)
Sales of loans to third parties		641,398			631,103
Amortization of deferred loan fees and costs		(4		)	—
Stock compensation		681			423
Amortization of leasehold inducement		39			—
Cash allowance received from landlord		1,301			—
Cash paid to settle risk-sharing obligations		(1,619		)	—
Changes in:
Restricted cash and pledged securities		1,441			(3,207		)
Servicing fees and other receivables		3,305			343
Derivative fair value adjustment		29			413
Other assets		(85		)	488
Accounts payable and other accruals		(19,986		)	(10,219		)
Performance deposits from borrowers		(4,619		)	1,033
Net cash (used in) provided by operating activities		$	(21,377	)	$	182,394
Cash flows from investing activities:
Capital expenditures		$	(1,922	)	$	(265	)
Net increase in loans held for investment		(6,943		)	—
Net cash used in investing activities		$	(8,865	)	$	(265	)
Cash flows from financing activities:
Draws (repayments) of warehouse notes payable, net		$	18,259		$	(173,025	)
Repayments of notes payable, net		(900		)	(1,052		)
Proceeds from issuance of common stock		1			2,053
Repurchase of common stock		(124		)	—
Net cash provided by (used in) financing activities		$	17,236		$	(172,024	)
Net increase (decrease) in cash and cash equivalents		$	(13,006	)	$	10,105
Cash and cash equivalents at beginning of period		53,817			33,285
Cash and cash equivalents at end of period		$	40,811		$	43,390
Supplemental Disclosure of Cash Flow Information:
Cash paid to third parties for interest		$	1,180		$	800
Cash paid for taxes		$	3,314		$	2,282

 

See accompanying notes to condensed consolidated financial statements.

 

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Walker & Dunlop, Inc.

 

Notes to Condensed Consolidated Financial Statements

 

NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION

 

These financial statements represent the condensed consolidated financial position and results of operations of Walker & Dunlop, Inc. and its subsidiaries. Unless the context otherwise requires, references to “we,” “us,” “our,” “Walker & Dunlop” and the “Company” mean the Walker & Dunlop consolidated companies. The statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Because the accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP, they should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. In the opinion of management, all adjustments (consisting only of normal recurring accruals except as otherwise noted herein) considered necessary for a fair presentation of the results for the Company in the interim periods presented have been included. Results of operations for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012, or thereafter.

 

Walker & Dunlop is one of the leading commercial real estate finance companies in the United States, with a primary focus on multifamily lending. The Company originates, sells and services a range of multifamily and other commercial real estate financing products. The Company’s clients are owners and developers of commercial real estate across the country. The Company originates and sells pursuant to the programs of the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac,” and together with Fannie Mae, the government-sponsored enterprises, or the “GSEs”), the Government National Mortgage Association (“Ginnie Mae”) and the Federal Housing Administration, a division of the U.S. Department of Housing and Urban Development (together with Ginnie Mae, “HUD”), with which Walker & Dunlop has long-established relationships. The Company retains servicing rights and asset management responsibilities on nearly all loans that it sells to GSEs and HUD. Walker & Dunlop is approved as a Fannie Mae Delegated Underwriting and Servicing (“DUS”TM) lender nationally, a Freddie Mac Program Plus lender in seven states, the District of Columbia and the metropolitan New York area and a HUD Multifamily Accelerated Processing (“MAP”) lender nationally, and a Ginnie Mae issuer. The Company also originates and services loans for a number of life insurance companies and other institutional investors, in which cases it does not fund the loan but rather acts as a loan broker.

 

In July 2011, the Company launched its interim loan program offering floating-rate debt, for terms of up to two years, to experienced borrowers seeking to acquire or reposition multifamily properties that do not currently qualify for permanent financing. The Company closed its first loan under this program in February 2012. The Company underwrites all loans originated through the program. During the time that they are outstanding, the Company assumes the full risk of loss on the loans.  In addition, the Company services and asset-manages loans originated through the program, with the ultimate goal of providing permanent financing on the properties. These loans are classified as held for investment on the Company’s balance sheet during such time that they are outstanding.

 

W&D Balanced Real Estate Fund I GP, LLC, a wholly owned subsidiary, has a general partnership interest in a partnership that invests in commercial real estate. The Company can be removed as general partner at the sole discretion of one of the limited partners. Walker & Dunlop Real Estate Opportunity Fund I Manager, LLC, a wholly owned subsidiary, is the managing member of a limited liability company that invests in commercial real estate. The Company can be removed as the managing member at the sole discretion of one of the members. In their respective capacities as general partner and managing member, the wholly owned subsidiaries of the Company earns fees pursuant to corporate services agreements under which they provide consulting and overhead services to the partnership and limited liability company.

 

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation—The condensed consolidated financial statements include the accounts of the Company as defined in Note 1. All material intercompany transactions have been eliminated. The Company has evaluated all subsequent events.

 

Use of Estimates—The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, including guaranty obligations, capitalized mortgage servicing rights, derivative instruments and hedging relationships, and the disclosure of contingent assets and liabilities. Actual results may vary from these estimates.

 

Comprehensive Income—For the three months ended March 31, 2012 and 2011, comprehensive income equaled net income; therefore, a separate statement of comprehensive income is not included in the accompanying condensed consolidated financial statements.

 

Concentrations of Credit Risk—Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, loans held for sale and derivative financial instruments.

 

The Company places the cash and temporary investments with high-credit-quality financial institutions and believes no significant credit risk exists. The counterparties to the loans held for sale and funding commitments are owners of residential multifamily properties located throughout the United States. Mortgage loans are generally transferred or sold within 45 days from the date that a mortgage loan is funded.

 

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Walker & Dunlop, Inc.

 

Notes to Condensed Consolidated Financial Statements

 

There is no material counterparty risk with respect to the Company’s funding commitments in that each potential borrower must make a non-refundable good faith deposit when the funding commitment is executed. The counterparty to the forward sale is generally an investment bank. There is a risk that the purchase price agreed to by Fannie Mae or the other investor will be reduced in the event of a late delivery. The risk for non-delivery of a loan primarily results from the risk that a borrower does not close on the funding commitment in a timely manner, which generally is a risk mitigated by the non-refundable good faith deposit.

 

Loans Held for Sale—Loans held for sale represent originated loans that are generally transferred or sold within 45 days from the date that a mortgage loan is funded. The Company initially measures all originated loans at fair value. Subsequent to initial measurement, the Company measures all mortgage loans at fair value, unless the Company documents at the time the loan is originated that it will measure the specific loan at the lower of cost or fair market value for the life of the loan. Electing to use fair value allows a better offset of the change in fair value of the loan and the change in fair value of the derivative instruments used as economic hedges. During the period prior to its sale, interest income on a loan held for sale is calculated in accordance with the terms of the individual loan. There were no loans that were valued at the lower of cost or market or on a non-accrual status at March 31, 2012 and December 31, 2011.

 

Gains from Mortgage Banking Activities—Mortgage banking activity income is recognized when the Company records a derivative asset upon the commitment to originate a loan with a borrower and sell the loan to an investor. This commitment asset is recognized at fair value, which reflects the fair value of the contractual loan origination related fees and sale premiums, net of co-broker fees, and the estimated fair value of the expected net future cash flows associated with the servicing of the loan net of the estimated net future cash flows associated with any risk-sharing obligations. Loans originated in a brokerage capacity tend to have lower origination fees because they often require less time to execute, there is more competition for brokerage assignments and because the borrower will also have to pay an origination fee to the ultimate institutional lender. Also included in gains from mortgage banking activities are changes to the fair value of loan commitments, forward sale commitments, and loans held for sale that occur during their respective holding periods. Upon sale of the loans, no gains or losses are recognized as such loans are recorded at fair value during their holding periods. Mortgage servicing rights and guaranty obligations are recognized as assets or liabilities, respectively, upon the sale of the loans.

 

The co-broker fees for the three months ended March 31, 2012 and 2011 were $3.5 million and $5.3 million, respectively.

 

Transfer of financial assets is reported as a sale when (a) the transferor surrenders control over those assets and (b) consideration other than beneficial interests in the transferred assets is received in exchange. The transferor is considered to have surrendered control over transferred assets if, and only if, certain conditions are met. The Company has determined that all loans sold have met these specific conditions and accounts for all transfers of mortgage loans and mortgage participations as completed sales.

 

When a mortgage loan is sold, the Company retains the right to service the loan and initially recognizes the mortgage servicing right (“MSR”) at fair value. Subsequent to the initial measurement date, mortgage servicing assets are amortized using the effective interest method.

 

Guaranty obligation and allowance for risk-sharing obligations—When a loan is sold under the Fannie Mae DUS program, the Company undertakes an obligation to partially guarantee the performance of the loan. At inception, a liability for the fair value of the obligation undertaken in issuing the guaranty is recognized. The fair value includes the Company’s obligation to stand ready to perform over the term of the guaranty (the non-contingent guaranty), and the Company’s obligation to make future payments should those triggering events or conditions occur (contingent guaranty).

 

Historically, the contingent guaranty recognized at inception has been de minimis. In determining the fair value of the guaranty obligation, we consider the risk profile of the collateral, historical loss experience, and various market indicators. Generally, the estimated fair value of the guaranty obligation is based on the present value of the future cash flows expected to be paid under the guaranty over the estimated life of the loan (historically three to five basis points per year) discounted using a 12-15 percent discount rate. The discount rate and estimated life used are consistent with those used for the calculation of the MSR for each loan.

 

Subsequent to the initial measurement date, the liability is amortized over the life of the guaranty period using the straight-line method. We evaluate the allowance for risk-sharing obligations by monitoring the performance of each loan for events or conditions which may signal a potential default. In instances where payment under the guaranty on a specific loan is determined to be probable and estimable, we record an additional liability for the estimated allowance for risk-sharing through a charge to the provision for risk-sharing obligations, along with a write-off of the associated loan-specific MSR (Note 4).

 

Loans Held for Investment—Loans held for investment are interim loans originated by the Company for properties that currently do not qualify for permanent GSE or HUD financing. These loans have a maximum term of two years. The loans are carried at their unpaid principal balances adjusted for net unamortized loan fees and costs, and net of any allowance for loan losses. Interest income is accrued based on the actual coupon rate and is recognized as revenue when earned and deemed collectible.

 

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Walker & Dunlop, Inc.

 

Notes to Condensed Consolidated Financial Statements

 

The Company uses the interest method to determine an effective yield to amortize the loan fees and costs on real estate loans held for investment. The Company uses the initial coupon interest rate of the loans (without regard to future changes in the underlying indices) and anticipated principal payments, if any, to determine periodic amortization.

 

The Company will reclassify loans held-for-investment as loans held-for-sale if it determines that the loans will be sold or transferred to third parties.

 

Share-Based Payment—The Company recognizes compensation costs for all share-based payment awards made to employees and directors, including restricted stock, employee stock options and other forms of equity compensation based on the grant date fair value.

 

Under the Walker & Dunlop, Inc. 2010 Equity Incentive Plan, the Company has granted restricted stock, unrestricted stock and stock option awards. Restricted stock awards were granted without cost to the Company’s officers, employees and non-employee directors, for which the fair value of the award was calculated as the difference between the market value of the Company’s common stock on the date of grant and the purchase price to be paid by the grantee. The Company’s stock option and restricted stock awards for its officers and employees vest, predicated on continued employment, over a period of three years. Restricted stock awards for non-employee directors fully vest after one year.

 

Stock option awards were granted to officers and certain other employees, with an exercise price equal to the closing price of the Company’s common stock on the date of the grant, and were granted for a ten-year term, vesting ratably over three years dependent solely on continued employment. To estimate the grant-date fair value of stock options, the Company uses the Black-Scholes pricing model. The Black-Scholes model estimates the per share fair value of an option on its date of grant based on the following inputs: the option’s exercise price, the price of the underlying stock on the date of the grant, the expected option term, the estimated dividend yield, a “risk-free” interest rate and the expected volatility. For the “risk-free” rate, the Company uses a U.S. Treasury strip due in a number of years equal to the option’s expected term. To determine the expected volatility, the Company has calculated the volatility of the common stock price of a group of peer companies, as the Company has insufficient historical data for its common stock at this time to develop an expectation of volatility over the expected term of the options granted solely based on the historical volatility of its own common stock.

 

Compensation expense is adjusted for estimated forfeitures and is recognized on a straight-line basis, for the entire award, over the requisite service period of the award. Forfeiture assumptions are evaluated on a quarterly basis and updated as necessary. Compensation is recognized within the income statement as “Personnel” expense, the same expense line as the cash compensation paid to the respective employees.

 

Income Taxes—The Company files income tax returns in the applicable U.S. federal, state and local jurisdictions and generally is subject to examination by the respective jurisdictions for three years from the filing of a tax return. The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted.

 

Deferred tax assets are recognized only to the extent that it is more likely than not that they will be realizable based on consideration of available evidence, including future reversals of existing taxable temporary differences, projected future taxable income and tax planning strategies. Net deferred tax liabilities are included in “Accounts payable and other accrued expenses” in the accompanying condensed consolidated balance sheets.

 

We had no accruals for tax uncertainties as of March 31, 2012 or December 31, 2011.

 

Net Warehouse Interest Income—The Company presents warehouse interest income net of warehouse interest expense. Warehouse interest income is the interest earned from loans that are held for sale. Substantially all loans that are held for sale are financed with matched borrowings under our warehouse facilities incurred to fund a specific loan held for sale. Warehouse interest expense is incurred on borrowings used to fund loans solely while they are held for sale. Warehouse interest income and expense are earned or incurred after a loan is closed and before a loan is sold. Included in net warehouse interest income for the three months ended March 31, 2012 and 2011 are the following components (in thousands):

 

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Walker & Dunlop, Inc.

 

Notes to Condensed Consolidated Financial Statements

 

		For the three months ended March 31,
		2012			2011
Warehouse interest income		$	2,575		$	1,721
Warehouse interest expense		1,638			1,004
Warehouse interest income, net		$	937		$	717

 

Recently Issued Accounting Pronouncements—In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. ASU No. 2011-04 was issued to achieve common fair value measurement and disclosure requirements between U.S. GAAP and International Financial Reporting Standards. ASU No. 2011-04 amends current fair value measurement and disclosure guidance to include increased transparency around valuation inputs and investment categorization. The adoption of ASU No. 2011-04 expanded our disclosures regarding fair value measurements but did not have a material impact on our financial statement disclosures.

 

In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income. ASU No. 2011-05 allows an entity to have the option to present the components of net income and comprehensive income in either one or two consecutive financial statements. ASU No. 2011-05 eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. The adoption of ASU No. 2011-05 did not have a material impact on our financial statements.

 

NOTE 3—GAINS FROM MORTGAGE BANKING ACTIVITIES

 

The gains from mortgage banking activities consist of the following activity for the three months ended March 31, 2012 and 2011 (in thousands):

 

		For the three months ended March 31,
		2012			2011
Contractual loan origination related fees, net		$	10,279		$	7,358
Fair value of expected net future cash flows from servicing recognized at commitment		10,083			10,055
Fair value of expected guaranty obligation		(560		)	(586		)
Total gains from mortgage banking activities		$	19,802		$	16,827

 

NOTE 4—MORTGAGE SERVICING RIGHTS

 

Mortgage servicing rights (MSR) represent the fair value of the servicing rights retained by the Company for mortgage loans originated and sold. The capitalized amount is equal to the estimated fair value of the future expected net cash flows associated with the servicing rights. The following describes the key assumptions used in calculating each loan’s MSR:

 

Discount rate—Depending upon loan type, the discount rate used is management’s best estimate of market discount rates. The rates used for loans originated were 10% to 15% for each of the three month periods presented.

 

Estimated Life—The estimated life of the MSRs approximates the stated maturity date of the underlying loan and may be reduced by 6 to 12 months based upon the expiration of various types of prepayment penalty and/or lockout provisions prior to that stated maturity date.

 

Servicing Cost—The estimated future cost to service the loan for the estimated life of the MSR is subtracted from the estimated future cash flows.

 

The fair value of the MSRs was $164.0 million and $158.5 million at March 31, 2012 and December 31, 2011, respectively. The Company uses a discounted static cash flow valuation approach and the key economic assumption is the discount rate. For example see the following sensitivities:

 

The impact of a 100 basis point increase in the discount rate at March 31, 2012, is a decrease in the fair value of $4.7 million.

 

The impact of a 200 basis point increase in the discount rate at March 31, 2012, is a decrease in the fair value of $9.1 million.

 

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Walker & Dunlop, Inc.

 

Notes to Condensed Consolidated Financial Statements

 

Activity related to capitalized MSRs for the three months ended March 31, 2012 and 2011 was as follows (in thousands):

 

		For the three months ended March 31,
		2012			2011
Beginning balance		$	137,079		$	106,189
Additions, following sale of loan		13,027			11,895
Amortization		(6,350		)	(4,969		)
Prepayments and write-offs		(1,135		)	(286		)
Ending balance		$	142,621		$	112,829

 

The MSRs are being amortized in proportion to, and over the period, that net servicing income is expected to be received using the effective interest method. The Company reported write downs of MSRs related to loans that were repaid prior to the expected maturity or the servicing rights being sold. These write-offs are included with the amortization and depreciation expense in the accompanying condensed consolidated statements of income.

 

Management reviews the capitalized MSRs for impairment quarterly. MSRs are measured for impairment on an asset-by-asset basis, considering factors such as debt service coverage ratio, property location, loan-to-value ratio and property type. In addition, at each reporting period, we compare the aggregate carrying value of the MSR portfolio to the aggregate estimated fair value of the portfolio. No impairments other than write-offs discussed above have been recognized for the periods presented.

 

NOTE 5—GUARANTY OBLIGATION AND ALLOWANCE FOR RISK-SHARING OBLIGATIONS

 

When a loan is sold under the Fannie Mae DUS program, the Company typically agrees to guarantee a portion of the ultimate loss incurred on the loan should the borrower fail to perform. The compensation for this risk is a component of the servicing fee on the loan. No guaranty is provided for loans sold under the Freddie Mac or HUD loan programs.

 

A summary of our guaranty obligation for the three months ended March 31, 2012 and 2011 is as follows (in thousands):

 

		For the three months ended March 31,
		2012			2011
Balance at January 1		$	9,921		$	8,928
Guaranty obligation recognized		1,002			589
Amortization of guaranty obligation		(476		)	(381		)
Balance at March 31		$	10,447		$	9,136

 

We evaluate the allowance for risk-sharing obligations by monitoring the performance of each loan for triggering events or conditions that may signal a potential default. In situations where payment under the guaranty is probable and estimable on a specific loan, we record an additional liability for the estimated allowance for risk-sharing through a charge to the provision for risk-sharing obligations in the income statement, along with a write-off of the loan-specific MSR. The amount of the provision reflects our assessment of the likelihood of payment by the borrower, the estimated disposition value of the underlying collateral and the level of risk-sharing. Historically, the loss recognition occurs at or before the loan becoming 60 days delinquent. A summary of our allowance for risk-sharing for the three months ended March 31, 2012 and 2011 is as follows (in thousands):

 

		For the three months ended March 31,
		2012			2011
Balance at January 1		$	14,917		$	10,873
Write offs		(1,619		)	—
Provision for risk-sharing obligations		1,224			746
Balance at March 31		$	14,522		$	11,619

 

As of March 31, 2012, the maximum quantifiable contingent liability associated with the Company’s guarantees under the Fannie Mae

 

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Notes to Condensed Consolidated Financial Statements

 

DUS agreement was $1.6 billion. The maximum quantifiable contingent liability is not representative of the actual loss we would incur. We would be liable for this amount only if all of the loans we service for Fannie Mae, for which we retain some risk of loss, were to default and all of the collateral underlying these loans was determined to be without value at the time of settlement.

 

NOTE 6—SERVICING

 

The total amount of loans the Company was servicing for various institutional investors was $16.9 billion as of March 31, 2012.

 

NOTE 7—NOTES PAYABLE

 

Warehouse notes payable—To provide financing to borrowers under GSE and HUD programs, and to assist in funding interim loans, the Company has arranged for committed warehouse lines of credit in the amount of $535 million with certain national banks and a $250 million uncommitted facility with Fannie Mae. In support of each of these credit facilities, the Company has pledged substantially all of its loans held for sale and all of its loan held for investment under the Company’s approved programs.  At March 31, 2012, borrowings aggregated $236.7 million under the warehouse facilities. The borrowing rates under these warehouse facilities continue to be computed based on the average 30-day LIBOR plus 1.15% to 2.50%.

 

For the three months ended March 31, 2012 and 2011, the Company incurred interest expense on its warehouse facilities of $1.5 million and $1.0 million, respectively. Included in interest expense were loan fees of $0.3 million and $0.2 million for the three months ended March 31, 2012 and 2011, respectively. The notes payable are subject to various financial covenants and the Company was in compliance with all such covenants at March 31, 2012.

 

On March 8, 2012, the Company amended its $150 million committed warehouse agreement that was scheduled to mature on June 29, 2012. The amendment extended the maturity date to February 28, 2013, increased the credit limit from $150 million to $350 million, and reduced the rate for borrowing from the average 30-day LIBOR plus 200 basis points to the average 30-day LIBOR plus 185 basis points.

 

The Company had an unlimited master purchase and sale agreement which expired on March 16, 2012. In anticipation of the expiration of the master purchase and sale agreement, the Company amended one of its committed warehouse lines as described above, and on March 16, 2012, the Company allowed the master purchase and sale agreement to expire.

 

NOTE 8—FAIR VALUE MEASUREMENTS

 

The Company uses valuation techniques that are consistent with the market approach, the income approach and/or the cost approach to measure assets and liabilities that are measured at fair value. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, accounting standards establish a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

 

·                  Level 1—Financial assets and liabilities whose values are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

 

·                  Level 2—Financial assets and liabilities whose values are based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

 

·                  Level 3—Financial assets and liabilities whose values are based on inputs that are both unobservable and significant to the overall valuation.

 

The Company’s MSRs are measured at fair value on a nonrecurring basis. That is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The Company’s MSRs do not trade in an active, open market with readily observable prices. While sales of MSRs do occur, precise terms and conditions vary with each transaction and are not readily available. Accordingly, the estimated fair value of MSRs was developed using discounted cash flow models that calculate the present value of estimated future net servicing income. The model considers contractually

 

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Notes to Condensed Consolidated Financial Statements

 

specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. The Company reassesses and periodically adjusts the underlying inputs and assumptions used in the model to reflect observable market conditions and assumptions that a market participant would consider in valuing an MSR asset. MSRs are carried at the lower of amortized cost or estimated fair value.

 

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company’s assets and liabilities carried at fair value:

 

·                  Derivative Instruments—The derivative positions consist of interest rate lock commitments and forward sale agreements. These instruments are valued using a discounted cash flow model developed based on changes in the U.S. Treasury rate and other observable market data. The value was determined after considering the potential impact of collateralization, adjusted to reflect nonperformance risk of both the counterparty and the Company and are classified within Level 3 of the valuation hierarchy.

 

·                  Loans held for sale—The loans held for sale are reported at fair value. The Company determines the fair value of the loans held for sale using discounted cash flow models that incorporate quoted observable prices from market participants. Therefore, the Company classifies these loans held for sale as Level 2.

 

·                  Pledged Securities—The pledged securities are valued using quoted market prices from recent trades. Therefore, the Company classifies pledged securities as Level 1.

 

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of March 31, 2012, and December 31, 2011, segregated by the level of the valuation inputs within the fair value hierarchy used to measure fair value (in thousands):

 

		Quoted Prices in			Significant			Significant
		Active Markets			Other			Other
		For Identical			Observable			Unobservable
		Assets			Inputs			Inputs			Balance as of
		(Level 1)			(Level 2)			(Level 3)			Period End
March 31, 2012
Assets
Loans held for sale		$	—		$	268,207		$	—		$	268,207
Pledged securities		19,599			—			—			19,599
Derivative assets		—			—			10,264			10,264
Total		$	19,599		$	268,207		$	10,264		$	298,070
Liabilities
Derivative liabilities		$	—		$	—		$	762		$	762
Total		$	—		$	—		$	762		$	762
December 31, 2011
Assets
Loans held for sale		$	—		$	268,167		$	—		$	268,167
Pledged securities		18,959			—			—			18,959
Derivative assets		—			—			10,638			10,638
Total		$	18,959		$	268,167		$	10,638		$	297,764
Liabilities
Derivative liabilities		$	—		$	—		$	5,223		$	5,223
Total		$	—		$	—		$	5,223		$	5,223

 

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There were no transfers into or out of assets that are considered Level 1 or Level 2 fair value measurements.

 

Derivative instruments (Level 3) are outstanding for short periods of time (generally less than 45 days) and are not outstanding for more than one quarter. A roll forward of derivative instruments which require valuations based upon significant unobservable inputs, is presented below (in thousands) for the three months ended March 31, 2012 and 2011:

 

		Fair Value Measurements
		Using Significant
		Unobservable Inputs:
		Derivative Instruments
		March 31, 2012
Derivative assets and liabilities, net
Beginning balance, December 31, 2011		$	5,415
Transfers in (out) of Level 3		—
Purchases		—
Sales		—
Issuances		—
Settlements		(15,715		)
Realized gains (losses) recorded in earnings		10,300
Unrealized gains (losses) recorded in earnings		9,502
Ending balance, March 31, 2012		$	9,502

 

		Derivative Instruments
		March 31, 2011
Derivative assets and liabilities, net
Beginning balance, December 31, 2010		$		4,900
Transfers in (out) of Level 3		—
Purchases		—
Sales		—
Issuances		—
Settlements		(15,271			)
Realized gains (losses) recorded in earnings		10,371
Unrealized gains (losses) recorded in earnings		6,456
Ending balance, March 31, 2011		$		6,456

 

The following table presents information about significant unobservable inputs used in the measurement of the fair value of Company’s Level 3 assets and liabilities:

 

		Quantitative Information about Level 3 Measurements
		Fair Value			Valuation Technique		Unobservable Input (1)		Input Value (1)
Derivative assets		$	10,264		Discounted cash flow		Counterparty credit risk		—
Derivative liabilities		762			Discounted cash flow		Counterparty credit risk		—

 

(1)         Significant increases (decreases) in this input may lead to significantly lower (higher) fair value measurements.

 

The carrying amounts and the fair values of the Company’s financial instruments as of March 31, 2012, and December 31, 2011, are presented below (in thousands):

 

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		March 31, 2012
		Carrying			Fair
		Amount			Value
Financial Assets:
Cash and cash equivalents		$	40,811		$	40,811
Restricted cash		5,083			5,083
Pledged securities		19,599			19,599
Loans held for sale		268,207			268,207
Loans held for investment		6,947			7,000
Derivative assets		10,264			10,264
Total		$	350,911		$	350,964
Financial Liabilities:
Derivative liabilities		$	762		$	762
Warehouse notes payable		236,685			236,685
Notes payable		22,969			22,969
Total		$	260,416		$	260,416

 

		December 31, 2011
		Carrying			Fair
		Amount			Value
Financial Assets:
Cash and cash equivalents		$	53,817		$	53,817
Restricted cash		7,164			7,164
Pledged securities		18,959			18,959
Loans held for sale		268,167			268,167
Derivative assets		10,638			10,638
Total		$	358,745		$	358,745
Financial Liabilities:
Derivative liabilities		$	5,223		$	5,223
Warehouse notes payable		218,426			218,426
Notes payable		23,869			23,869
Total		$	247,518		$	247,518

 

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

 

Cash and Cash Equivalents and Restricted Cash—The carrying amounts, at face value or cost plus accrued interest, approximate fair value because of the short maturity of these instruments.

 

Pledged Securities—Consist of highly liquid investments in commercial paper of AAA rated entities and investments in money market accounts invested in government securities. Investments typically have maturities of 90 days or less, and are valued using quoted market prices from recent trades.

 

Loans Held For Sale—Consist of originated loans that are generally transferred or sold within 45 days from the date that a mortgage loan is funded, and are valued using discounted cash flow models that incorporate observable prices from market participants.

 

Loans Held For Investment—Consist of originated interim loans which the Company expects to hold for investment for periods of up to two years, and are valued using discounted cash flow models that incorporate observable prices from market participants.

 

Derivative Instruments—Consist of interest rate lock commitments and forward sale agreements. These instruments are valued using discounted cash flow models developed based on changes in the U.S. Treasury rate and other observable market data. The value is determined after considering the potential impact of collateralization, adjusted to reflect nonperformance risk of both the counterparty and the

 

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Company.

 

Warehouse Notes Payable—Consist of borrowings outstanding under warehouse line agreements. The borrowing rates on the warehouse lines are based upon average 30-day LIBOR plus a margin. The carrying amounts approximate fair value because of the short maturity of these instruments.

 

Notes Payable—Consist of borrowings outstanding under term note agreements. The borrowing rates on the notes payable are based upon average 30-day LIBOR plus a margin. We estimate the fair value by discounting the future cash flows of each instrument at market rates.

 

Fair Value of Derivative Instruments and Loans Held for Sale—In the normal course of business, the Company enters into contractual commitments to originate (purchase) and sell multifamily mortgage loans at fixed prices with fixed expiration dates. The commitments become effective when the borrowers “lock-in” a specified interest rate within time frames established by the Company. All mortgagors are evaluated for credit worthiness prior to the extension of the commitment. Market risk arises if interest rates move adversely between the time of the “lock-in” of rates by the borrower and the sale date of the loan to an investor.

 

To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, the Company’s policy is to enter into a sale commitment with the investor simultaneously with the rate lock commitment with the borrower. The sale contract with the investor locks in an interest rate and price for the sale of the loan. The terms of the contract with the investor and the rate lock with the borrower are matched in substantially all respects, with the objective of eliminating interest rate risk to the extent practical. Sale commitments with the investors have an expiration date that is longer than our related commitments to the borrower to allow, among other things, for the closing of the loan and processing of paperwork to deliver the loan into the sale commitment.

 

Both the rate lock commitments to borrowers and the forward sale contracts to buyers are undesignated derivatives and, accordingly, are marked to fair value through other income and expenses. The fair value of the Company’s rate lock commitments to borrowers and loans held for sale and the related input levels includes, as applicable:

 

·                  the assumed gain/loss of the expected resultant loan sale to the buyer;

·                  the expected net future cash flows associated with servicing the loan (Level 2);

·                  the effects of interest rate movements between the date of the rate lock and the balance sheet date (Level 2); and

·                  the nonperformance risk of both the counterparty and the Company (Level 3).

 

The fair value of the Company’s forward sales contracts to investors considers effects of interest rate movements between the trade date and the balance sheet date (Level 2). The market price changes are multiplied by the notional amount of the forward sales contracts to measure the fair value.

 

The assumed gain/loss considers the amount that the Company has discounted the price to the borrower from par for competitive reasons, if at all, and the expected net cash flows from servicing to be received upon securitization of the loan. The fair value of the expected net future cash flows associated with servicing the loan is calculated pursuant to the valuation techniques described previously for mortgage servicing rights.

 

To calculate the effects of interest rate movements, the Company uses applicable published U.S. Treasury prices, and multiplies the price movement between the rate lock date and the balance sheet date by the notional loan commitment amount.

 

The fair value of the Company’s forward sales contracts to investors considers the market price movement of the same type of security between the trade date and the balance sheet date (Level 2). The market price changes are multiplied by the notional amount of the forward sales contracts to measure the fair value.

 

The fair value of the Company’s interest rate lock commitments and forward sales contracts is adjusted to reflect the risk that the agreement will not be fulfilled. The Company’s exposure to nonperformance in rate lock and forward sale contracts is represented by the contractual amount of those instruments. Given the credit quality of our counterparties, the short duration of interest rate lock commitments and forward sale contracts, and the Company’s historical experience with the agreements, the risk of nonperformance by the Company’s counterparties is not significant.

 

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Notes to Condensed Consolidated Financial Statements

 

 

		Fair Value Adjustment Components												Balance Sheet Location
																				Fair Value
		Notional or			Assumed			Interest Rate			Total			Derivative			Derivative			Adjustment
		Principal			Gain (Loss)			Movement			Fair Value			Contract			Contract			To Loans
(in thousands)		Amount			on Sale			Effect			Adjustment			Assets			Liabilities			Held for Sale
March 31, 2012
Rate lock commitments		$	95,368		$	3,986		$	(480	)	$	3,506		$	3,506		$	—		$	—
Forward sale contracts		358,340			—			5,996			5,996			6,758			(762		)	—
Loans held for sale		262,972			10,751			(5,516		)	5,235			—			—			5,235
Total					$	14,737		$	—		$	14,737		$	10,264		$	(762	)	$	5,235
December 31, 2011
Rate lock commitments		$	226,455		$	7,781		$	2,785		$	10,566		$	10,566		$	—		$	—
Forward sale contracts		482,751			—			(5,151		)	(5,151		)	72			(5,223		)
Loans held for sale		256,296			9,505			2,366			11,871			—			—			11,871
Total					$	17,286		$	—		$	17,286		$	10,638		$	(5,223	)	$	11,871

 

NOTE 9—LITIGATION, COMMITMENTS AND CONTINGENCIES

 

Fannie Mae DUS Related Commitments—Commitments for the origination and subsequent sale and delivery of loans to Fannie Mae represent those mortgage loan transactions where the borrower has locked an interest rate and scheduled closing and the Company has entered into a mandatory delivery commitment to sell the loan to Fannie Mae. As discussed in Note 8, the Company accounts for these commitments as derivatives recorded at fair value.

 

The Company is generally required to share the risk of any losses associated with loans sold under the Fannie Mae DUS program (the DUS risk-sharing obligations). The Company is required to secure this obligation by assigning restricted cash balances and securities to Fannie Mae. The reserve for loans may be posted over the first 48 months. As of March 31, 2012, the Company had pledged cash and securities in excess of these requirements. In 2010, Fannie Mae increased its collateral requirements for Tier II loans by approximately 25 basis points effective April 1, 2011. In January 2012, Fannie Mae notified its Multifamily DUS lenders that collateral requirements on Fannie Mae Tier II, III and IV loans will remain unchanged for 2012. However, collateral requirements for existing and new Fannie Mae Tier I loans will increase from 50 basis points to 90 basis points and that Level 2 and Level 3 loss sharing requirements will increase. We currently have an insignificant number of loans in our portfolio which will be affected by the announced collateral changes and do not expect it will have a material impact on our future operations; however, future changes to collateral requirements may adversely impact us. Based on our aggregate Fannie Mae portfolio as of March 31, 2012, the total incremental collateral required for all existing loans over the life of the portfolio, in accordance with Fannie Mae requirements, is expected to be approximately $17.9 million. Under the provisions of the DUS agreement, the Company must also maintain a certain level of liquid assets referred to as the operational and unrestricted portions of the required reserves each year. These requirements were satisfied by the Company as of March 31, 2012 and March 31, 2011.

 

For most loans we service under the Fannie Mae DUS program, we are currently required to advance 100% of the principal and interest due to noteholders up to 5% of the unpaid principal balance if the borrower is delinquent in making loan payments. Under the HUD program, we are required to advance 100% of the principal and interest payments due to noteholders if the borrower is delinquent in making loan payments. Advances are included in loan origination related fees and other receivables to the extent such amounts are recoverable.

 

Fannie Mae has established benchmark standards for capital adequacy, and reserves the right to terminate the Company’s servicing authority for all or some of the portfolio, if at any time it determines that the Company’s financial condition is not adequate to support its obligation under the DUS agreement. The Company is required to maintain acceptable net worth as defined in the standards and the Company satisfied the requirements as of March 31, 2012. The net worth requirement is derived primarily from unpaid balances on Fannie Mae loans and the level of risk-sharing. At March 31, 2012, the net worth requirement was $50.2 million and the Company’s net worth was $187.6 million. As of March 31, 2012, we were required to maintain at least $9.2 million of liquid assets to meet our operational liquidity requirements, as defined in the agreements, for Fannie Mae, Freddie Mac, HUD and Ginnie Mae. As of March 31, 2012, we had operational liquidity of $40.5 million.

 

Litigation—Capital Funding litigation— On February 17, 2010, Capital Funding Group, Inc. (“Capital Funding”) filed a lawsuit in the state Circuit Court of Montgomery County, Maryland against Walker & Dunlop, LLC, our wholly owned subsidiary, for alleged breach of contract, unjust enrichment and unfair competition arising out of an alleged agreement that Capital Funding had with Column Guaranteed, LLC (“Column”) to refinance a large portfolio of senior healthcare facilities located throughout the United States (the “Golden Living

 

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Notes to Condensed Consolidated Financial Statements

 

Facilities”). Capital Funding alleges that a contract existed between it and Column (and its affiliates) whereby Capital Funding allegedly had the right to perform the HUD refinancing for the Golden Living Facilities and according to which Capital Funding provided certain alleged proprietary information to Column and its affiliates relating to the refinancing of the Golden Living Facilities on a confidential basis. Capital Funding further alleges that Walker & Dunlop, LLC, as the alleged successor by merger to Column, is bound by Column’s alleged agreement with Capital Funding, and breached the agreement by taking for itself the opportunity to perform the HUD refinancing for the Golden Living Facilities.

 

Capital Funding further claims that Column and its affiliates and Walker & Dunlop, LLC breached the contract, were unjustly enriched, and committed unfair competition by using Capital Funding’s alleged proprietary information for certain allegedly unauthorized purposes.  Capital Funding also asserts a separate unfair competition claim against Walker & Dunlop, LLC in which it alleges that Walker & Dunlop, LLC is improperly “taking credit” on its website for certain work actually performed by Capital Funding. Capital Funding seeks damages in excess of $30 million on each of the three claims asserted against all defendants, and an unspecified amount of damages on the separate claim for unfair competition against Walker & Dunlop, LLC.  Capital Funding also seeks injunctive relief in connection with its unjust enrichment and unfair competition claims.

 

Pursuant to an agreement, dated January 30, 2009 (the “Column Transaction Agreement”), among Column, Walker & Dunlop, LLC, W&D, Inc. and Green Park, Column generally agreed to indemnify Walker & Dunlop, LLC against liability arising from Column’s conduct prior to Column’s transfer of the assets to Walker & Dunlop, LLC. However, pursuant to the Column Transaction Agreement, Column’s indemnification obligation arises only after Column receives a claim notice following the resolution of the litigation that specifies the amount of Walker & Dunlop, LLC’s claim.

 

To provide for greater certainty regarding Column’s indemnification obligations before the resolution of this litigation and to cap our total loss exposure, we secured a further agreement from Column in November 2010 confirming that it will indemnify us for any liabilities that arise as a result of this litigation. As part of this further indemnification agreement, in the event Column is required to pay us for any liabilities under the Capital Funding litigation that it otherwise would not have been obligated to pay under the Column Transaction Agreement, we will indemnify Column for an amount up to $3.0 million. Also as part of this further indemnification agreement, William Walker, our Chairman, President and Chief Executive Officer, and Mallory Walker, former Chairman and current stockholder, in their individual capacities, agreed that if Column is required to indemnify us under this agreement and otherwise would not have been obligated to pay such amounts under the Column Transaction Agreement, Messrs. William Walker and Mallory Walker will pay any such amounts in excess of $3.0 million but equal to or less than $6.0 million. As a result of this agreement, we will have no liability or other obligation for any damage amounts in excess of $3.0 million arising out of this litigation. Although Column has assumed defense of the case for all defendants, and is paying applicable counsel fees, as a result of the indemnification claim procedures described above, we could be required to bear the significant costs of the litigation and any adverse judgment unless and until we are able to prevail on our indemnification claim. We believe that we will fully prevail on our indemnification claims against Column, and that we ultimately will incur no material loss as a result of this litigation, although there can be no assurance that this will be the case.

 

On July 19, 2011, the Circuit Court for Montgomery County, Maryland issued an order granting the defendants’ motion to dismiss the case; without prejudice. After the initial case was dismissed without prejudice, Capital Funding filed an amended complaint. In November 2011, the Circuit Court of Montgomery County rejected our motion to dismiss the amended complaint and the case is currently in the discovery stage. Trial is scheduled to begin on July 9, 2012.

 

As a result of the indemnification listed above, the Company’s loss exposure is limited to $3.0 million.

 

We cannot predict the outcome of any pending litigation and may be subject to consequences that could include fines, penalties and other costs, and our reputation and business may be impacted. Our management believes that any liability that could be imposed on us in connection with the disposition of any pending lawsuits would not have a material adverse effect on our business, results of operations, liquidity or financial condition.

 

In the normal course of business, the Company may be party to various claims and litigation.

 

NOTE 10—SHARE-BASED PAYMENT

 

In 2010, the Company’s shareholders approved the adoption of the Walker & Dunlop, Inc. 2010 Equity Incentive Plan (the “2010 Equity Incentive Plan”). There are 2,140,000 shares of stock authorized and available for issuance under the 2010 Equity Incentive Plan to directors, officers and employees. An additional 1,353,227 shares remain available for grant under the 2010 Equity Incentive Plan as of March 31, 2012.

 

The following table provides additional information regarding the Company’s share-based payment plan for the three months ended March 31, 2012 (dollars in thousands, except per share amounts):

 

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		Options / Shares		Weighted Average Exercise Price			Weighted Average Remaining Contract Life (Years)		Aggregate Intrinsic Value
Restricted Stock
Nonvested at beginning of period		449,236
Granted		—
Vested		(35,572	)
Forfeited		(35,058	)
Nonvested at end of period		378,606		$	—				$	4,770
Stock Options
Outstanding at beginning of period		214,987
Granted		—
Exercised		—
Forfeited		—
Expired		—
Outstanding at end of period		214,987		$	12.52		9.0		$	17
Vested and exercisable at end of period		71,660		$	12.52		9.0		$	6

 

For the three months ended March 31, 2012, there were no restricted stock or stock option awards granted.

 

The fair values of the restricted stock that vested during the three months ended March 31, 2012 and 2011 (in thousands) were as follows:

 

		March 31,
		2012			2011
Restricted stock		$	445		$	—

 

For the three months ended March 31, 2012 and 2011, share based payment expense was $0.7 million and $0.4 million, respectively. As of March 31, 2012, the total unrecognized compensation cost for outstanding restricted stock and options was $4.2 million, net of estimated forfeitures. The unrecognized compensation cost will be recognized over each grant’s applicable vesting period, with the latest vesting date being August 2, 2014.

 

NOTE 11—EARNINGS PER SHARE

 

The following weighted average shares and share equivalents are used to calculate basic and diluted earnings per share for the three months ended March 31, 2012 and 2011:

 

		For the three months ended March 31,
		2012		2011
Weighted average number of shares outstanding used to calculate basic earnings per share		21,750,573		21,582,746
Dilutive securities:
Unvested restricted shares		97,707		68,446
Weighted average number of shares and share equivalents outstanding used to calculated diluted earnings per share		21,848,280		21,651,192

 

The assumed proceeds used in the treasury method used for calculating the dilutive impact of restricted stock awards includes the unrecognized compensation costs and excess tax benefits associated with the awards. Options issued under the 2010 Equity Incentive Plan to

 

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