00665592665592P1YNYSEAMERNYSEAMER1405086140508621238191http://fasb.org/us-gaap/2021-01-31#OtherAssetshttp://fasb.org/us-gaap/2021-01-31#OtherLiabilities0001000298--12-312021FYfalseP18M0213326840.667http://fasb.org/us-gaap/2021-01-31#OtherAssetshttp://fasb.org/us-gaap/2021-01-31#OtherAssets0001000298imh:WarehouseBorrowingsRepurchaseAgreement3Member2020-12-310001000298imh:WarehouseBorrowingsRepurchaseAgreement2Member2020-12-310001000298imh:WarehouseBorrowingsRepurchaseAgreement1Member2020-12-310001000298us-gaap:CommonStockMember2021-01-012021-12-310001000298us-gaap:CommonStockMember2020-01-012020-12-310001000298us-gaap:RetainedEarningsMember2021-12-310001000298us-gaap:AdditionalPaidInCapitalMember2021-12-310001000298us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001000298imh:CumulativeDividendsDeclaredMember2021-12-310001000298us-gaap:RetainedEarningsMember2020-12-310001000298us-gaap:AdditionalPaidInCapitalMember2020-12-310001000298us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001000298imh:CumulativeDividendsDeclaredMember2020-12-310001000298us-gaap:RetainedEarningsMember2019-12-310001000298us-gaap:AdditionalPaidInCapitalMember2019-12-310001000298us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001000298imh:CumulativeDividendsDeclaredMember2019-12-310001000298us-gaap:PreferredStockMember2021-12-310001000298us-gaap:CommonStockMember2021-12-310001000298us-gaap:PreferredStockMember2020-12-310001000298us-gaap:CommonStockMember2020-12-310001000298us-gaap:PreferredStockMember2019-12-310001000298us-gaap:CommonStockMember2019-12-310001000298imh:ExercisePriceRangeFromDollars9.86To17.39Member2021-01-012021-12-310001000298imh:ExercisePriceRangeFromDollars5.39To9.85Member2021-01-012021-12-310001000298imh:ExercisePriceRangeFromDollars3.75To5.38Member2021-01-012021-12-310001000298imh:ExercisePriceRangeFromDollars3.22To3.74Member2021-01-012021-12-310001000298imh:ExercisePriceRangeFromDollars3.22To20.50Member2021-01-012021-12-310001000298imh:ExercisePriceRangeFromDollars20.50To20.50Member2021-01-012021-12-310001000298imh:ExercisePriceRangeFromDollars17.40To20.49Member2021-01-012021-12-310001000298imh:ExercisePriceRangeFromDollars9.86To17.39Member2021-12-310001000298imh:ExercisePriceRangeFromDollars5.39To9.85Member2021-12-310001000298imh:ExercisePriceRangeFromDollars3.75To5.38Member2021-12-310001000298imh:ExercisePriceRangeFromDollars3.22To3.74Member2021-12-310001000298imh:ExercisePriceRangeFromDollars3.22To20.50Member2021-12-310001000298imh:ExercisePriceRangeFromDollars20.50To20.50Member2021-12-310001000298imh:ExercisePriceRangeFromDollars17.40To20.49Member2021-12-310001000298imh:EmployeeAndOrNonemployeeStockOptionsMember2019-12-310001000298imh:EmployeeAndOrNonemployeeStockOptionsMember2020-12-310001000298imh:Omnibus2010IncentivePlanMember2021-12-310001000298imh:IncentivePlan2020Member2021-12-310001000298us-gaap:RestrictedStockUnitsRSUMember2020-12-310001000298imh:DeferredStockUnitsDSUMember2020-12-310001000298srt:MinimumMemberimh:DeferredStockUnitsDSUMember2021-01-012021-12-310001000298srt:MaximumMemberimh:DeferredStockUnitsDSUMember2021-01-012021-12-310001000298srt:WeightedAverageMemberimh:MortgageServicingRightsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298srt:MinimumMemberimh:MortgageServicingRightsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPrepaymentRateMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298srt:MinimumMemberimh:MortgageServicingRightsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298srt:MaximumMemberimh:MortgageServicingRightsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPrepaymentRateMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298srt:MaximumMemberimh:MortgageServicingRightsMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPrepaymentRateMember2021-12-310001000298imh:MortgageServicingRightsMember2019-12-310001000298imh:MortgageServicingRightsMember2021-12-310001000298imh:MortgageServicingRightsMember2020-12-310001000298us-gaap:SeriesAPreferredStockMember2021-12-310001000298us-gaap:SeriesAPreferredStockMember2020-12-310001000298us-gaap:SeriesCPreferredStockMember2021-12-310001000298us-gaap:SeriesCPreferredStockMember2020-12-310001000298us-gaap:SeriesBPreferredStockMember2020-12-310001000298imh:SeriesBAndSeriesCPreferredStockMember2021-12-310001000298us-gaap:SeriesCPreferredStockMember2021-01-012021-12-310001000298us-gaap:SeriesCPreferredStockMember2020-01-012020-12-310001000298us-gaap:SeriesBPreferredStockMember2020-01-012020-12-310001000298us-gaap:SeriesCPreferredStockMember2011-12-072011-12-070001000298us-gaap:SeriesBPreferredStockMember2011-12-072011-12-070001000298us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-12-310001000298us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310001000298us-gaap:StateAndLocalJurisdictionMember2021-12-310001000298us-gaap:FairValueMeasurementsNonrecurringMember2020-01-012020-03-310001000298us-gaap:RetainedEarningsMember2021-01-012021-12-310001000298srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberus-gaap:LongTermDebtMemberus-gaap:MeasurementInputDiscountRateMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298us-gaap:FairValueInputsLevel3Memberus-gaap:LongTermDebtMemberus-gaap:MeasurementInputDiscountRateMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298us-gaap:JuniorSubordinatedDebtMember2020-12-310001000298stpr:FLimh:PropertiesKeptAsSecurityForLongTermMortgagePortfolioMemberus-gaap:GeographicConcentrationRiskMember2021-12-310001000298country:CAimh:PropertiesKeptAsSecurityForLongTermMortgagePortfolioMemberus-gaap:GeographicConcentrationRiskMember2021-12-310001000298us-gaap:GovernmentMember2021-12-310001000298us-gaap:ConventionalLoanMember2021-12-310001000298imh:OtherLoanMember2021-12-310001000298us-gaap:GovernmentMember2020-12-310001000298us-gaap:ConventionalLoanMember2020-12-310001000298imh:OtherLoanMember2020-12-310001000298us-gaap:ResidentialRealEstateMember2021-12-310001000298us-gaap:CommercialRealEstateMember2021-12-310001000298us-gaap:ResidentialRealEstateMember2020-12-310001000298us-gaap:CommercialRealEstateMember2020-12-310001000298imh:WarehouseBorrowingsRepurchaseAgreement4Member2021-12-310001000298imh:WarehouseBorrowingsRepurchaseAgreement3Member2021-12-310001000298imh:WarehouseBorrowingsRepurchaseAgreement2Member2021-12-310001000298imh:WarehouseBorrowingsRepurchaseAgreement1Member2021-12-310001000298imh:WarehouseBorrowingsRepurchaseAgreement1Member2021-11-300001000298imh:ImpacMortgageCorpMemberimh:FhlmcAndGnmaFinancingMemberus-gaap:LineOfCreditMember2018-05-310001000298us-gaap:WarehouseAgreementBorrowingsMember2020-01-012020-12-310001000298imh:MortgageServicingRightsFinancingsMember2020-01-012020-12-310001000298us-gaap:FairValueInputsLevel3Memberus-gaap:LongTermDebtMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298us-gaap:FairValueInputsLevel3Memberimh:SecuritizedMortgageBorrowingsMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298imh:HedgingInstrumentMemberimh:MortgageLendingOperationsMember2021-12-310001000298imh:HedgingInstrumentMemberimh:MortgageLendingOperationsMember2020-12-310001000298us-gaap:LongTermDebtMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:InterestExpenseMember2021-01-012021-12-310001000298us-gaap:LongTermDebtMemberus-gaap:FairValueMeasurementsRecurringMemberimh:ChangeInFairValueOfLongTermDebtMember2021-01-012021-12-310001000298us-gaap:FairValueMeasurementsRecurringMemberimh:HedgingInstrumentMemberimh:MortgageAndRealEstateServicesFeesMember2021-01-012021-12-310001000298imh:SecuritizedMortgageBorrowingsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:InterestExpenseMember2021-01-012021-12-310001000298imh:SecuritizedMortgageBorrowingsMemberus-gaap:FairValueMeasurementsRecurringMemberimh:ChangeInFairValueOfNetTrustAssetsMember2021-01-012021-12-310001000298us-gaap:LongTermDebtMemberus-gaap:FairValueMeasurementsRecurringMember2021-01-012021-12-310001000298us-gaap:FairValueMeasurementsRecurringMemberimh:HedgingInstrumentMember2021-01-012021-12-310001000298imh:SecuritizedMortgageBorrowingsMemberus-gaap:FairValueMeasurementsRecurringMember2021-01-012021-12-310001000298us-gaap:JuniorSubordinatedDebtMember2021-01-012021-12-310001000298imh:SecuritizedMortgageBorrowingsMember2021-01-012021-12-310001000298us-gaap:LongTermDebtMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:InterestExpenseMember2020-01-012020-12-310001000298us-gaap:LongTermDebtMemberus-gaap:FairValueMeasurementsRecurringMemberimh:ChangeInFairValueOfLongTermDebtMember2020-01-012020-12-310001000298us-gaap:FairValueMeasurementsRecurringMemberimh:HedgingInstrumentMemberimh:MortgageAndRealEstateServicesFeesMember2020-01-012020-12-310001000298imh:SecuritizedMortgageBorrowingsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:InterestExpenseMember2020-01-012020-12-310001000298imh:SecuritizedMortgageBorrowingsMemberus-gaap:FairValueMeasurementsRecurringMemberimh:ChangeInFairValueOfNetTrustAssetsMember2020-01-012020-12-310001000298us-gaap:LongTermDebtMemberus-gaap:FairValueMeasurementsRecurringMember2020-01-012020-12-310001000298us-gaap:FairValueMeasurementsRecurringMemberimh:HedgingInstrumentMember2020-01-012020-12-310001000298imh:SecuritizedMortgageBorrowingsMemberus-gaap:FairValueMeasurementsRecurringMember2020-01-012020-12-310001000298us-gaap:JuniorSubordinatedDebtMember2020-01-012020-12-310001000298imh:SecuritizedMortgageBorrowingsMember2020-01-012020-12-310001000298us-gaap:FairValueInputsLevel3Member2021-01-012021-12-310001000298us-gaap:FairValueInputsLevel3Member2020-01-012020-12-310001000298us-gaap:OperatingSegmentsMemberimh:RealEstateServicesMember2021-01-012021-12-310001000298us-gaap:OperatingSegmentsMemberimh:RealEstateServicesMember2020-01-012020-12-310001000298us-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMemberimh:MortgageLoansHeldForSaleMember2021-12-310001000298us-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMemberimh:MortgageLoansHeldForSaleMember2020-12-310001000298imh:SecuritizedMortgageCollateralMember2021-12-310001000298imh:MortgageLoansHeldForSaleMember2021-12-310001000298imh:SecuritizedMortgageCollateralMember2020-12-310001000298imh:MortgageLoansHeldForSaleMember2020-12-310001000298imh:SecuritizedMortgageBorrowingsMember2021-12-310001000298imh:SecuritizedMortgageBorrowingsMember2020-12-310001000298us-gaap:LongTermDebtMember2019-12-310001000298imh:SecuritizedMortgageBorrowingsMember2019-12-310001000298imh:SecuritizedMortgageBorrowingsMemberus-gaap:InterestExpenseMember2021-01-012021-12-310001000298imh:SecuritizedMortgageBorrowingsMemberimh:ChangeInFairValueMember2021-01-012021-12-310001000298us-gaap:LongTermDebtMemberus-gaap:InterestExpenseMember2020-01-012020-12-310001000298us-gaap:LongTermDebtMemberimh:ChangeInInstrumentSpecificCreditRiskMember2020-01-012020-12-310001000298us-gaap:LongTermDebtMemberimh:ChangeInFairValueMember2020-01-012020-12-310001000298imh:SecuritizedMortgageBorrowingsMemberus-gaap:InterestExpenseMember2020-01-012020-12-310001000298imh:SecuritizedMortgageBorrowingsMemberimh:ChangeInFairValueMember2020-01-012020-12-310001000298us-gaap:LongTermDebtMember2021-12-310001000298us-gaap:InterestRateLockCommitmentsMember2021-12-310001000298imh:SecuritizedMortgageCollateralMember2021-12-310001000298imh:MortgageServicingRightsMember2021-12-310001000298us-gaap:LongTermDebtMember2020-12-310001000298us-gaap:InterestRateLockCommitmentsMember2020-12-310001000298imh:SecuritizedMortgageCollateralMember2020-12-310001000298imh:MortgageServicingRightsMember2020-12-310001000298us-gaap:InterestRateLockCommitmentsMember2019-12-310001000298imh:SecuritizedMortgageCollateralMember2019-12-310001000298imh:MortgageServicingRightsMember2019-12-310001000298us-gaap:LongTermDebtMemberus-gaap:InterestExpenseMember2021-01-012021-12-310001000298us-gaap:LongTermDebtMemberimh:ChangeInInstrumentSpecificCreditRiskMember2021-01-012021-12-310001000298us-gaap:LongTermDebtMemberimh:ChangeInFairValueMember2021-01-012021-12-310001000298us-gaap:InterestRateLockCommitmentsMemberimh:ChangeInFairValueMember2021-01-012021-12-310001000298imh:SecuritizedMortgageCollateralMemberus-gaap:InterestIncomeMember2021-01-012021-12-310001000298imh:SecuritizedMortgageCollateralMemberimh:ChangeInFairValueMember2021-01-012021-12-310001000298imh:MortgageServicingRightsMemberimh:ChangeInFairValueMember2021-01-012021-12-310001000298us-gaap:InterestRateLockCommitmentsMemberimh:ChangeInFairValueMember2020-01-012020-12-310001000298imh:SecuritizedMortgageCollateralMemberus-gaap:InterestIncomeMember2020-01-012020-12-310001000298imh:SecuritizedMortgageCollateralMemberimh:ChangeInFairValueMember2020-01-012020-12-310001000298imh:MortgageServicingRightsMemberimh:ChangeInFairValueMember2020-01-012020-12-310001000298imh:SecuritizedMortgageBorrowingsMember2021-01-012021-12-310001000298us-gaap:LongTermDebtMember2020-01-012020-12-310001000298imh:SecuritizedMortgageBorrowingsMember2020-01-012020-12-310001000298us-gaap:LongTermDebtMember2021-01-012021-12-310001000298us-gaap:InterestRateLockCommitmentsMember2021-01-012021-12-310001000298imh:SecuritizedMortgageCollateralMember2021-01-012021-12-310001000298imh:MortgageServicingRightsMember2021-01-012021-12-310001000298us-gaap:InterestRateLockCommitmentsMember2020-01-012020-12-310001000298imh:SecuritizedMortgageCollateralMember2020-01-012020-12-310001000298imh:MortgageServicingRightsMember2020-01-012020-12-310001000298imh:EmployeeAndOrNonemployeeStockOptionsMember2021-12-310001000298imh:DeferredStockUnitsDSUMember2021-12-310001000298us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310001000298imh:DeferredStockUnitsDSUMember2021-01-012021-12-310001000298imh:HedgingInstrumentMember2021-12-310001000298imh:HedgingInstrumentMember2020-12-310001000298us-gaap:InterestRateLockCommitmentsMember2021-01-012021-12-310001000298imh:HedgingInstrumentMember2021-01-012021-12-310001000298us-gaap:InterestRateLockCommitmentsMember2020-01-012020-12-310001000298imh:HedgingInstrumentMember2020-01-012020-12-310001000298imh:MortgageLoansHeldForSaleMemberus-gaap:ForwardContractsMember2021-12-310001000298us-gaap:InterestRateLockCommitmentsMember2021-12-310001000298us-gaap:ForwardContractsMember2021-12-310001000298imh:MortgageLoansHeldForSaleMemberus-gaap:ForwardContractsMember2020-12-310001000298us-gaap:InterestRateLockCommitmentsMember2020-12-310001000298us-gaap:ForwardContractsMember2020-12-310001000298srt:WeightedAverageMemberus-gaap:InterestRateLockCommitmentsMemberus-gaap:FairValueInputsLevel3Memberimh:MeasurementInputPullThroughRateMemberimh:MarketPricingMember2021-12-310001000298srt:MinimumMemberus-gaap:InterestRateLockCommitmentsMemberus-gaap:FairValueInputsLevel3Memberimh:MeasurementInputPullThroughRateMemberimh:MarketPricingMember2021-12-310001000298srt:MaximumMemberus-gaap:InterestRateLockCommitmentsMemberus-gaap:FairValueInputsLevel3Memberimh:MeasurementInputPullThroughRateMemberimh:MarketPricingMember2021-12-310001000298us-gaap:LongTermDebtMember2021-12-310001000298imh:ConvertibleNotesMay2015Member2021-12-310001000298us-gaap:WarehouseAgreementBorrowingsMember2021-01-012021-12-3100010002982020-04-152020-04-150001000298srt:MaximumMemberimh:MsrAdvanceFinancingMember2020-01-012020-12-310001000298srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberimh:SecuritizedMortgageBorrowingsMemberus-gaap:MeasurementInputLossSeverityMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberimh:SecuritizedMortgageBorrowingsMemberus-gaap:MeasurementInputDiscountRateMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298srt:WeightedAverageMemberus-gaap:FairValueInputsLevel3Memberimh:SecuritizedMortgageBorrowingsMemberus-gaap:MeasurementInputDefaultRateMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberimh:SecuritizedMortgageBorrowingsMemberus-gaap:MeasurementInputLossSeverityMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberimh:SecuritizedMortgageBorrowingsMemberus-gaap:MeasurementInputDiscountRateMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298srt:MinimumMemberus-gaap:FairValueInputsLevel3Memberimh:SecuritizedMortgageBorrowingsMemberus-gaap:MeasurementInputDefaultRateMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberimh:SecuritizedMortgageBorrowingsMemberus-gaap:MeasurementInputLossSeverityMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberimh:SecuritizedMortgageBorrowingsMemberus-gaap:MeasurementInputDiscountRateMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298srt:MaximumMemberus-gaap:FairValueInputsLevel3Memberimh:SecuritizedMortgageBorrowingsMemberus-gaap:MeasurementInputDefaultRateMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298us-gaap:JuniorSubordinatedDebtMember2021-12-3100010002982015-05-012015-05-3100010002982015-05-310001000298us-gaap:WarehouseAgreementBorrowingsMember2021-12-310001000298us-gaap:WarehouseAgreementBorrowingsMember2020-12-310001000298us-gaap:FairValueInputsLevel3Memberus-gaap:LongTermDebtMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001000298srt:MinimumMemberimh:WarehouseBorrowingsRepurchaseAgreement4Memberimh:NoteRateMember2021-01-012021-12-310001000298srt:MinimumMemberimh:WarehouseBorrowingsRepurchaseAgreement1Memberimh:OneMonthLondonInterbankOfferedRateLiborMember2021-01-012021-12-310001000298srt:MinimumMemberimh:SecuritizedMortgageBorrowings2007Memberimh:OneMonthLondonInterbankOfferedRateLiborMember2021-01-012021-12-310001000298srt:MinimumMemberimh:SecuritizedMortgageBorrowings2006Memberimh:OneMonthLondonInterbankOfferedRateLiborMember2021-01-012021-12-310001000298srt:MinimumMemberimh:SecuritizedMortgageBorrowings2005Memberimh:OneMonthLondonInterbankOfferedRateLiborMember2021-01-012021-12-310001000298srt:MinimumMemberimh:SecuritizedMortgageBorrowings2004Memberimh:OneMonthLondonInterbankOfferedRateLiborMember2021-01-012021-12-310001000298srt:MinimumMemberimh:SecuritizedMortgageBorrowings2003Memberimh:OneMonthLondonInterbankOfferedRateLiborMember2021-01-012021-12-310001000298srt:MinimumMemberimh:SecuritizedMortgageBorrowings2002Memberimh:OneMonthLondonInterbankOfferedRateLiborMember2021-01-012021-12-310001000298srt:MaximumMemberimh:WarehouseBorrowingsRepurchaseAgreement4Memberimh:NoteRateMember2021-01-012021-12-310001000298srt:MaximumMemberimh:WarehouseBorrowingsRepurchaseAgreement1Memberimh:OneMonthLondonInterbankOfferedRateLiborMember2021-01-012021-12-310001000298srt:MaximumMemberimh:SecuritizedMortgageBorrowings2007Memberimh:OneMonthLondonInterbankOfferedRateLiborMember2021-01-012021-12-310001000298srt:MaximumMemberimh:SecuritizedMortgageBorrowings2006Memberimh:OneMonthLondonInterbankOfferedRateLiborMember2021-01-012021-12-310001000298srt:MaximumMemberimh:SecuritizedMortgageBorrowings2005Memberimh:OneMonthLondonInterbankOfferedRateLiborMember2021-01-012021-12-310001000298srt:MaximumMemberimh:SecuritizedMortgageBorrowings2004Memberimh:OneMonthLondonInterbankOfferedRateLiborMember2021-01-012021-12-310001000298srt:MaximumMemberimh:SecuritizedMortgageBorrowings2003Memberimh:OneMonthLondonInterbankOfferedRateLiborMember2021-01-012021-12-310001000298srt:MaximumMemberimh:SecuritizedMortgageBorrowings2002Memberimh:OneMonthLondonInterbankOfferedRateLiborMember2021-01-012021-12-310001000298us-gaap:JuniorSubordinatedDebtMemberus-gaap:LondonInterbankOfferedRateLIBORMember2021-01-012021-12-310001000298imh:WarehouseBorrowingsRepurchaseAgreement3Memberimh:NoteRateMember2021-01-012021-12-310001000298imh:WarehouseBorrowingsRepurchaseAgreement2Memberimh:OneMonthLondonInterbankOfferedRateLiborMember2021-01-012021-12-310001000298imh:OneMonthLondonInterbankOfferedRateLiborMember2021-01-012021-12-310001000298imh:ImpacMortgageCorpMemberimh:FhlmcAndGnmaFinancingMemberus-gaap:LineOfCreditMemberimh:OneMonthLondonInterbankOfferedRateLiborMember2018-05-012018-05-310001000298stpr:FLimh:PropertiesKeptAsSecurityForLongTermMortgagePortfolioMemberus-gaap:GeographicConcentrationRiskMember2021-01-012021-12-310001000298country:CAimh:PropertiesKeptAsSecurityForLongTermMortgagePortfolioMemberus-gaap:GeographicConcentrationRiskMember2021-01-012021-12-310001000298country:CAimh:MortgageLoansMemberus-gaap:GeographicConcentrationRiskMember2021-01-012021-12-310001000298srt:MaximumMember2020-04-1500010002982020-04-150001000298imh:DerivativeAssetsLendingMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:InterestRateLockCommitmentsMember2021-12-310001000298us-gaap:InterestRateLockCommitmentsMemberus-gaap:FairValueInputsLevel3Memberimh:MarketPricingMember2021-12-310001000298imh:SecuritizedMortgageCollateralMemberus-gaap:FairValueInputsLevel3Memberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298imh:MortgageServicingRightsMemberus-gaap:FairValueInputsLevel3Memberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298us-gaap:InterestRateLockCommitmentsMemberimh:MortgageLendingOperationsMember2021-12-310001000298us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001000298imh:DerivativeAssetsLendingMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:InterestRateLockCommitmentsMember2020-12-310001000298us-gaap:InterestRateLockCommitmentsMemberimh:MortgageLendingOperationsMember2020-12-310001000298us-gaap:ForwardContractsMemberimh:MortgageLendingOperationsMember2020-12-310001000298us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001000298us-gaap:DerivativeFinancialInstrumentsAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberimh:MortgageAndRealEstateServicesFeesMember2021-01-012021-12-310001000298imh:SecuritizedMortgageCollateralMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:InterestIncomeMember2021-01-012021-12-310001000298imh:SecuritizedMortgageCollateralMemberus-gaap:FairValueMeasurementsRecurringMemberimh:ChangeInFairValueOfNetTrustAssetsMember2021-01-012021-12-310001000298imh:MortgageServicingRightsMemberus-gaap:FairValueMeasurementsRecurringMemberimh:OtherNoninterestIncomeMember2021-01-012021-12-310001000298imh:LoansHeldForSaleMortgagesMemberus-gaap:FairValueMeasurementsRecurringMemberimh:MortgageAndRealEstateServicesFeesMember2021-01-012021-12-310001000298us-gaap:DerivativeFinancialInstrumentsAssetsMemberus-gaap:FairValueMeasurementsRecurringMember2021-01-012021-12-310001000298imh:SecuritizedMortgageCollateralMemberus-gaap:FairValueMeasurementsRecurringMember2021-01-012021-12-310001000298imh:MortgageServicingRightsMemberus-gaap:FairValueMeasurementsRecurringMember2021-01-012021-12-310001000298imh:LoansHeldForSaleMortgagesMemberus-gaap:FairValueMeasurementsRecurringMember2021-01-012021-12-310001000298us-gaap:DerivativeFinancialInstrumentsAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberimh:MortgageAndRealEstateServicesFeesMember2020-01-012020-12-310001000298imh:SecuritizedMortgageCollateralMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:InterestIncomeMember2020-01-012020-12-310001000298imh:SecuritizedMortgageCollateralMemberus-gaap:FairValueMeasurementsRecurringMemberimh:ChangeInFairValueOfNetTrustAssetsMember2020-01-012020-12-310001000298imh:MortgageServicingRightsMemberus-gaap:FairValueMeasurementsRecurringMemberimh:OtherNoninterestIncomeMember2020-01-012020-12-310001000298imh:LoansHeldForSaleMortgagesMemberus-gaap:FairValueMeasurementsRecurringMemberimh:MortgageAndRealEstateServicesFeesMember2020-01-012020-12-310001000298us-gaap:DerivativeFinancialInstrumentsAssetsMemberus-gaap:FairValueMeasurementsRecurringMember2020-01-012020-12-310001000298imh:SecuritizedMortgageCollateralMemberus-gaap:FairValueMeasurementsRecurringMember2020-01-012020-12-310001000298imh:MortgageServicingRightsMemberus-gaap:FairValueMeasurementsRecurringMember2020-01-012020-12-310001000298imh:LoansHeldForSaleMortgagesMemberus-gaap:FairValueMeasurementsRecurringMember2020-01-012020-12-310001000298us-gaap:OperatingSegmentsMemberimh:RealEstateServicesMember2021-12-310001000298us-gaap:OperatingSegmentsMemberimh:MortgageLendingMember2021-12-310001000298us-gaap:CorporateNonSegmentMember2021-12-310001000298us-gaap:OperatingSegmentsMemberimh:RealEstateServicesMember2020-12-310001000298us-gaap:OperatingSegmentsMemberimh:MortgageLendingMember2020-12-310001000298us-gaap:CorporateNonSegmentMember2020-12-310001000298us-gaap:ConvertibleDebtSecuritiesMember2021-01-012021-12-310001000298imh:StockOptionsRestrictedStockAwardsRestrictedStockUnitsAndDeferredStockUnitsMember2021-01-012021-12-310001000298us-gaap:ConvertibleDebtSecuritiesMember2020-01-012020-12-310001000298imh:StockOptionsRestrictedStockAwardsRestrictedStockUnitsAndDeferredStockUnitsMember2020-01-012020-12-310001000298us-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-310001000298us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001000298us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-310001000298us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-12-310001000298us-gaap:HomeAffordableRefinanceProgramHarpMember2021-01-012021-12-310001000298imh:NonHomeAffordableRefinanceProgramHarpMember2021-01-012021-12-310001000298imh:ImpacMortgageCorpMemberimh:FhlmcAndGnmaFinancingMemberus-gaap:LineOfCreditMember2018-05-012018-05-310001000298imh:EmployeeAndOrNonemployeeStockOptionsMember2021-01-012021-12-310001000298imh:EmployeeAndOrNonemployeeStockOptionsMember2020-01-012020-12-310001000298us-gaap:RestrictedStockUnitsRSUMember2021-12-310001000298us-gaap:OperatingSegmentsMemberimh:LongTermPortfolioMember2021-12-310001000298us-gaap:OperatingSegmentsMemberimh:LongTermPortfolioMember2020-12-310001000298srt:WeightedAverageMemberimh:SecuritizedMortgageCollateralMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPrepaymentRateMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298srt:MinimumMemberimh:SecuritizedMortgageCollateralMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPrepaymentRateMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298srt:MaximumMemberimh:SecuritizedMortgageCollateralMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPrepaymentRateMemberimh:DiscountedCashFlowValuationTechniqueMember2021-12-310001000298us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001000298us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-310001000298us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001000298us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-12-310001000298imh:SecuritizedMortgageBorrowingsMember2021-12-310001000298imh:SecuritizedMortgageBorrowings2007Member2021-12-310001000298imh:SecuritizedMortgageBorrowings2006Member2021-12-310001000298imh:SecuritizedMortgageBorrowings2005Member2021-12-310001000298imh:SecuritizedMortgageBorrowings2004Member2021-12-310001000298imh:SecuritizedMortgageBorrowings2003Member2021-12-310001000298imh:SecuritizedMortgageBorrowings2002Member2021-12-310001000298imh:SecuritizedMortgageBorrowingsMember2020-12-310001000298imh:SecuritizedMortgageBorrowings2007Member2020-12-310001000298imh:SecuritizedMortgageBorrowings2006Member2020-12-310001000298imh:SecuritizedMortgageBorrowings2005Member2020-12-310001000298imh:SecuritizedMortgageBorrowings2004Member2020-12-310001000298imh:SecuritizedMortgageBorrowings2003Member2020-12-310001000298imh:SecuritizedMortgageBorrowings2002Member2020-12-310001000298imh:MortgageServicingRightsMemberus-gaap:GovernmentMember2020-07-012020-07-310001000298imh:MortgageServicingRightsMemberus-gaap:ConventionalLoanMember2020-05-012020-05-310001000298us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsNonrecurringMember2021-12-310001000298us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsNonrecurringMember2020-12-310001000298us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-310001000298us-gaap:CarryingReportedAmountFairValueDisclosureMember2021-12-310001000298us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-12-310001000298us-gaap:CarryingReportedAmountFairValueDisclosureMember2020-12-3100010002982019-12-310001000298us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsNonrecurringMember2021-12-310001000298us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsNonrecurringMember2020-12-310001000298imh:SecuritizedInsideTrustsMember2021-12-310001000298imh:SecuritizedInsideTrustsMember2020-12-310001000298imh:SecuritizedMortgageCollateralMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001000298us-gaap:SeriesBPreferredStockMember2021-01-012021-12-310001000298srt:MinimumMember2019-10-232019-10-230001000298imh:SecuritizedMortgagesServicedForOthersMember2021-12-310001000298imh:SecuritizedMortgagesServicedForOthersMember2020-12-310001000298us-gaap:DomesticCountryMember2021-12-310001000298imh:LargestInvestorsMemberimh:MortgageLoansMemberus-gaap:CustomerConcentrationRiskMember2021-01-012021-12-3100010002982019-10-232019-10-230001000298us-gaap:OperatingSegmentsMemberimh:LongTermPortfolioMember2021-01-012021-12-310001000298us-gaap:CorporateNonSegmentMember2021-01-012021-12-310001000298us-gaap:OperatingSegmentsMemberimh:LongTermPortfolioMember2020-01-012020-12-310001000298us-gaap:CorporateNonSegmentMember2020-01-012020-12-310001000298us-gaap:OperatingSegmentsMemberimh:MortgageLendingMember2021-01-012021-12-310001000298us-gaap:OperatingSegmentsMemberimh:MortgageLendingMember2020-01-012020-12-310001000298imh:MsrAdvanceFinancingMember2021-12-310001000298imh:MsrAdvanceFinancingMember2020-12-310001000298imh:CurtisJTimmMemberimh:SeriesBAndSeriesCPreferredStockMember2011-12-070001000298us-gaap:SeriesBPreferredStockMember2021-12-310001000298imh:CurtisJTimmMemberus-gaap:SeriesBPreferredStockMember2018-07-160001000298imh:CurtisJTimmMember2018-07-160001000298imh:CurtisJTimmMemberus-gaap:SeriesBPreferredStockMember2022-01-060001000298us-gaap:SeriesBPreferredStockMember2022-01-060001000298imh:CurtisJTimmMemberus-gaap:SeriesBPreferredStockMember2018-07-162018-07-160001000298us-gaap:AccountingStandardsUpdate201602Member2021-01-012021-12-310001000298srt:MinimumMemberimh:SecuritizedMortgageBorrowings2007Member2021-12-310001000298srt:MinimumMemberimh:SecuritizedMortgageBorrowings2006Member2021-12-310001000298srt:MinimumMemberimh:SecuritizedMortgageBorrowings2005Member2021-12-310001000298srt:MinimumMemberimh:SecuritizedMortgageBorrowings2004Member2021-12-310001000298srt:MinimumMemberimh:SecuritizedMortgageBorrowings2003Member2021-12-310001000298srt:MinimumMemberimh:SecuritizedMortgageBorrowings2002Member2021-12-310001000298srt:MaximumMemberimh:SecuritizedMortgageBorrowings2007Member2021-12-310001000298srt:MaximumMemberimh:SecuritizedMortgageBorrowings2006Member2021-12-310001000298srt:MaximumMemberimh:SecuritizedMortgageBorrowings2005Member2021-12-310001000298srt:MaximumMemberimh:SecuritizedMortgageBorrowings2004Member2021-12-310001000298srt:MaximumMemberimh:SecuritizedMortgageBorrowings2003Member2021-12-310001000298srt:MaximumMemberimh:SecuritizedMortgageBorrowings2002Member2021-12-310001000298srt:MinimumMember2021-01-012021-12-310001000298srt:MaximumMember2021-01-012021-12-310001000298imh:ChangeInFairValueOfNetTrustAssetsMember2021-01-012021-12-310001000298imh:ChangeInFairValueOfNetTrustAssetsMember2020-01-012020-12-310001000298imh:MortgageServicingRightsMember2021-01-012021-12-310001000298imh:MortgageServicingRightsMember2020-01-012020-12-310001000298us-gaap:FairValueMeasurementsNonrecurringMember2021-01-012021-12-310001000298us-gaap:FairValueMeasurementsNonrecurringMember2020-01-012020-12-310001000298imh:MortgageLoansHeldForSaleMember2021-01-012021-12-310001000298imh:MortgageLoansHeldForSaleMember2020-01-012020-12-310001000298us-gaap:FairValueInputsLevel3Member2021-12-310001000298us-gaap:FairValueInputsLevel3Member2020-12-310001000298us-gaap:FairValueMeasurementsRecurringMemberus-gaap:InterestIncomeMember2021-01-012021-12-310001000298us-gaap:FairValueMeasurementsRecurringMemberus-gaap:InterestExpenseMember2021-01-012021-12-310001000298us-gaap:FairValueMeasurementsRecurringMemberimh:OtherNoninterestIncomeMember2021-01-012021-12-310001000298us-gaap:FairValueMeasurementsRecurringMemberimh:MortgageAndRealEstateServicesFeesMember2021-01-012021-12-310001000298us-gaap:FairValueMeasurementsRecurringMemberimh:ChangeInFairValueOfNetTrustAssetsMember2021-01-012021-12-310001000298us-gaap:FairValueMeasurementsRecurringMemberimh:ChangeInFairValueOfLongTermDebtMember2021-01-012021-12-310001000298us-gaap:FairValueMeasurementsRecurringMember2021-01-012021-12-310001000298us-gaap:FairValueMeasurementsRecurringMemberus-gaap:InterestIncomeMember2020-01-012020-12-310001000298us-gaap:FairValueMeasurementsRecurringMemberus-gaap:InterestExpenseMember2020-01-012020-12-310001000298us-gaap:FairValueMeasurementsRecurringMemberimh:OtherNoninterestIncomeMember2020-01-012020-12-310001000298us-gaap:FairValueMeasurementsRecurringMemberimh:MortgageAndRealEstateServicesFeesMember2020-01-012020-12-310001000298us-gaap:FairValueMeasurementsRecurringMemberimh:ChangeInFairValueOfNetTrustAssetsMember2020-01-012020-12-310001000298us-gaap:FairValueMeasurementsRecurringMemberimh:ChangeInFairValueOfLongTermDebtMember2020-01-012020-12-310001000298us-gaap:FairValueMeasurementsRecurringMember2020-01-012020-12-3100010002982020-12-3100010002982020-10-282020-10-2800010002982020-10-280001000298imh:CorporateOwnedLifeInsuranceTrust3Member2021-12-310001000298imh:CorporateOwnedLifeInsuranceTrust2Member2021-12-310001000298imh:CorporateOwnedLifeInsuranceTrust1Member2021-12-3100010002982021-12-310001000298us-gaap:RetainedEarningsMember2020-01-012020-12-310001000298srt:MinimumMemberimh:WarehouseBorrowingsRepurchaseAgreement1Member2021-01-012021-12-310001000298srt:MaximumMemberimh:WarehouseBorrowingsRepurchaseAgreement1Member2021-01-012021-12-310001000298imh:WarehouseBorrowingsRepurchaseAgreement4Member2021-01-012021-12-310001000298imh:WarehouseBorrowingsRepurchaseAgreement3Member2021-01-012021-12-310001000298imh:WarehouseBorrowingsRepurchaseAgreement2Member2021-01-012021-12-3100010002982020-01-012020-12-310001000298us-gaap:CommonStockMember2021-01-012021-12-310001000298imh:PreferredStockPurchaseRightsMember2021-01-012021-12-3100010002982021-06-3000010002982022-03-0400010002982021-01-012021-12-31xbrli:sharesiso4217:USDxbrli:pureimh:directorimh:itemimh:leaseimh:shareholderiso4217:USDxbrli:sharesimh:D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2021 or

              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: 1-14100

IMPAC MORTGAGE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Maryland

33-0675505

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

19500 Jamboree Road, Irvine, California 92612

(Address of principal executive offices)

(949475-3600

(Company’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

IMH

NYSE American

Preferred Stock Purchase Rights

IMH

NYSE American

Securities registered pursuant to Section 12(g) of the Act: none

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes  No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes  No 

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  No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes  No 

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

Large Accelerated Filer 

Emerging Growth Company 

Accelerated Filer 

Non-accelerated Filer  

Smaller Reporting Company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  

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

As of June 30, 2021, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $26.9 million, based on the closing sales price of common stock on the NYSE American on June 30, 2021. For purposes of the calculation only, all directors and executive officers and beneficial holders of more than 10% of the stock of the registrant have been deemed affiliates. There were 21,455,170 shares of common stock outstanding as of March 4, 2022.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive Proxy Statement relating to its 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission are incorporated by reference into Part III of this Annual Report on Form 10-K. The proxy statement will be filed by the registrant with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2021.

IMPAC MORTGAGE HOLDINGS, INC.

2021 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

PART I

ITEM 1.

BUSINESS

1

ITEM 1A.

RISK FACTORS

11

ITEM 1B.

UNRESOLVED STAFF COMMENTS

26

ITEM 2.

PROPERTIES

26

ITEM 3.

LEGAL PROCEEDINGS

26

ITEM 4.

MINE SAFETY DISCLOSURES

27

PART II

ITEM 5.

MARKET FOR COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

27

ITEM 6.

RESERVED

27

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

28

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

60

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

61

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

61

ITEM 9A.

CONTROLS AND PROCEDURES

61

ITEM 9B.

OTHER INFORMATION

62

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

62

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

62

ITEM 11.

EXECUTIVE COMPENSATION

62

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

62

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

62

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

62

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

63

ITEM 16.

FORM 10-K SUMMARY

66

SIGNATURES

67

PART I

ITEM 1. BUSINESS

Impac Mortgage Holdings, Inc., sometimes referred to herein as the “Company,” “we,” “our” or “us,” is a Maryland corporation incorporated in August 1995 and includes the following subsidiaries: Integrated Real Estate Service Corporation (IRES), Impac Mortgage Corp. (IMC), IMH Assets Corp. (IMH Assets), Copperfield Capital Corporation (CCC) and Impac Funding Corporation (IFC). IMC a subsidiary of IRES, conducts our mortgage lending and real estate services operations.

Forward-Looking Statements

This report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, some of which are based on various assumptions and events that are beyond our control, may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “likely,” “should,” “could,” “seem to,” “anticipate,” “plan,” “intend,” “project,” “assume,” or similar terms or variations on those terms or the negative of those terms. The forward-looking statements are based on current management expectations. Actual results may differ materially as a result of many factors, including, but not limited to the following: successful development, marketing, sale and financing of new and existing financial products; expansion of NonQM loan originations and conventional and government-insured loan programs; local, national and international economic conditions, including the impact of the Covid-19 pandemic on the economy and demand for our products; ability to successfully diversify our loan products; ability to successfully sell loans to third-party investors; volatility in the mortgage industry; unexpected interest rate fluctuations and margin compression; performance of third-party sub-servicers; our ability to manage personnel expenses in relation to mortgage production levels; our ability to successfully use warehousing capacity and satisfy financial convents requirements; increased competition in the mortgage lending industry by larger or more efficient companies; issues and system risks related to our technology; ability to successfully create cost and product efficiencies through new technology; more than expected increases in default rates or loss severities and mortgage related losses; ability to obtain additional financing through lending and repurchase facilities, debt or equity funding, strategic relationships or otherwise;  our ability to maintain adequate cash flow and liquidity to manage our operations; the terms of any financing, whether debt or equity, that we do obtain and our expected use of proceeds from any financing; increase in loan repurchase requests and ability to adequately settle repurchase obligations; failure to create brand awareness; the outcome, including any settlements, of litigation or regulatory actions pending against us or other legal contingencies; our compliance with applicable local, state and federal laws and regulations; and other general market and economic conditions.

For a discussion of these and other risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see Item 1A. “Risk Factors” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report. This document speaks only as of its date and we do not undertake, and specifically disclaim any obligation, to release publicly the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements except as required by law.

Available Information

Our internet website address is www.impaccompanies.com. We make available our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements for our annual stockholders’ meetings, as well as any amendments to those reports, free of charge through our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission, or the SEC. You can learn more about us by reviewing our SEC filings on our website by clicking on “Investor Relations” located on our home page and proceeding to “Financial Information.” We also make available on our website, under “Corporate Governance,” charters for the audit, compensation, and governance and nominating committees of our board of directors, our Code of Business Conduct and Ethics, our Corporate Governance Guidelines and other company information, including amendments to such documents and waivers, if any, to our Code of Business Conduct and Ethics. These documents will also be furnished, free of charge, upon written request to Impac Mortgage Holdings, Inc., Attention: Stockholder Relations, 19500 Jamboree Road, Irvine, California 92612. The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants, including our Company.

1

Our Company

We were founded in 1995 and are an established nationwide independent residential mortgage lender which originates, sells and services residential mortgage loans. We originate non-qualified mortgages (NonQM), conventional mortgage loans, which are intended to be eligible for sale to U.S. government-sponsored enterprises, (GSEs), including the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) (conventional loans), and government-insured mortgage loans eligible for government securities issued through the Government National Mortgage Association (Ginnie Mae or government loans).

Segments

Our business activities are organized and presented in three primary operating segments: Mortgage Lending, the Long-Term Mortgage Portfolio and Real Estate Services. Our mortgage lending segment provides mortgage lending products through three lending channels, retail, wholesale and correspondent and opportunistically retains mortgage servicing rights.  Our long-term mortgage portfolio consists of residual interests in securitization trusts. Our real estate services segment performs master servicing and provides loss mitigation services for primarily our securitized long-term mortgage portfolio.  A description of each operating segment is presented below with further details and discussions of each segment’s results of operations presented in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”

In addition to the segments described above, we also have a corporate segment, which supports all of the operating segments. The corporate segment includes unallocated corporate and other administrative costs as described below.

Mortgage Lending

We are focused on expanding our mortgage lending platform which provides conventional and government-insured mortgage loans as well as providing innovative products to meet the needs of borrowers not met by traditional conventional and government products. Our mortgage lending operation generates origination and processing fees, net of origination costs, at the time of origination, interest income during the period from origination to sale of loan,  as well as gains or unexpected losses when the loans are sold to third party investors, including Ginnie Mae. We opportunistically retain mortgage servicing rights from the sale of mortgage loans and earn servicing fees, net of sub-servicer costs, from our mortgage servicing portfolio. From time to time, we have sold mortgage servicing rights from our servicing portfolio.

NonQMs are generally loans that do not meet the qualified mortgage (QM) guidelines set out by the Consumer Financial Protection Bureau (CFPB).  We continue to believe there is an underserved mortgage market for borrowers with good credit who may not meet the QM guidelines, for example self-employed borrowers. The third quarter of 2020 saw the re-emergence of the NonQM market including capital markets distribution exits for the product. In the fourth quarter of 2020, we re-engaged lending in the NonQM market.

The re-emergence of the NonQM market has been defined by products that fit within a much tighter credit box, which is where our NonQM originations have been historically. We believe the quality, consistency and performance of our NonQM originations has been demonstrated through the previous issuance of 21 securitizations since 2018, whereby our originations were represented as the largest originator in over half of the deals and represented no less than the third largest originator in the other deals.  Four of the 21 securitizations were 100% backed by Impac NonQM collateral with the senior tranches receiving AAA ratings. As interest rates continue to rise, and the demand by consumers for the NonQM product grows, we expect the investor appetite will continue to increase for the NonQM mortgages. A NonQM borrower is generally less sensitive to interest rates and generally does not have the same income documentation that a conforming loan borrower does, nonetheless the borrower is still required to meet the “ability to repay” guidelines.

As a nationwide mortgage lender, our mortgage lending activities primarily consist of the origination, sale and servicing of conventional loans eligible for sale to Fannie Mae and Freddie Mac, NonQM and Jumbo mortgages and loans eligible for government insurance (government loans) by the Federal Housing Administration (FHA), Veterans Affairs (VA), and United States Department of Agriculture (USDA). We currently originate and fund mortgages through our wholly-owned subsidiary, IMC, which consist of three channels: Retail (consumer direct), Wholesale and Correspondent.

2

Retail channel - CashCall Mortgage (CCM), operates as a centralized call center that utilizes a marketing platform to generate customer leads through the internet and call center loan agents. As a centralized retail call center, loan applications are received and taken by loan agents directly from consumers and through the Internet.
Wholesale channel - Originates loans sourced through mortgage brokers.
Correspondent channel - Acquires closed loans from approved correspondent sellers.

Our origination volumes increased 6% in 2021 to $2.9 billion as compared to $2.7 billion in 2020. Of the $2.9 billion in total originations in 2021, approximately $2.3 billion, or 80%, was originated through the retail channel. In contrast, during 2020, our retail originations contributed 90% to our total origination volume.

Each of our three origination channels, Retail, Wholesale and Correspondent, produces similar mortgage loan products and applies similar underwriting standards.

For the year ended December 31, 

(in millions)

    

2021

    

%

    

2020

    

%

 

Originations by Channel:

Retail

$

2,318.3

 

80

%

$

2,477.5

 

90

%

Wholesale

 

585.1

 

20

 

215.0

 

8

Correspondent

 

 

0

 

54.4

 

2

Total originations

$

2,903.4

 

100

%

$

2,746.9

 

100

%

Retail—Our call center based retail channel utilizes a high-volume, rapid response time funding model with a focus on providing exceptional customer service. The centralized retail call center is a compliment to IMC’s business-to-business origination channel and provides additional capacity to process increased origination volumes of expanded products including our NonQM loan programs and government insured Ginnie Mae programs, while having the ability to generate servicing assets for IMC.

When retail loans are originated, the origination documentation is completed inclusive of customer disclosures and other aspects of the lending process and funding of the transaction is completed internally. Our call center representatives contact borrowers through either inbound or outbound marketing campaigns sourced from our digital marketing campaigns, TV and radio ads, purchase-money and refinance mortgage leads, including leads sourced from customer referrals and retention of customers in the servicing portfolio that are seeking to refinance or purchase a property. For the year ended December 31, 2021, we closed $2.3 billion of loans in this origination channel, which equaled 80% of total originations, as compared to $2.5 billion or 90% of total originations during 2020.

Wholesale—In a wholesale transaction, our account executives work directly with mortgage brokers who originate and document loans for delivery to our operational center where we underwrite and fund the mortgage loan. Each loan is underwritten to our underwriting standards and, if approved, the borrower is sent new disclosures under our name and the loan is funded in the name of IMC.

Prior to accepting loans from mortgage brokers, each mortgage broker is required to meet our guidelines for minimum experience, credit score and net worth. We also obtain a third-party due diligence report for each prospective broker that verifies licensing and provides information on any industry sanctions that might exist. In addition, each mortgage broker is required to sign our broker agreement that contains certain representations and warranties from the brokers. For the year ended December 31, 2021, we closed loans totaling $585.1 million in this origination channel, which equaled 20% of total originations, as compared to $215.0 million, or 8%, of total originations during 2020.

Correspondent—Although we have not engaged in correspondent lending since the first quarter of 2020, we intend to begin lending through our correspondent division during the second quarter of 2022.

Correspondent originations represent mortgage loans acquired from our correspondent sellers, which we have  historically targeted a market of small banks, credit unions and small mortgage banking firms. Prior to accepting loans from correspondent sellers, each seller is underwritten to determine if it meets our financial and other underwriting guidelines. Our review of each prospective seller includes obtaining a third party due diligence report that verifies licensing, insurance coverage, quality of recent Federal Housing Administration (FHA) originations and provides

3

information on any industry sanctions that might exist. In addition, each seller is required to sign our correspondent seller agreement that contains certain representations and warranties from the seller allowing us to require the seller to repurchase a loan sold to us for various reasons including (i) ineligibility for sale to GSEs, (ii) early payment default, (iii) early pay-off or (iv) if the loan is uninsurable by a government agency.

In our correspondent channel, the correspondent seller originates and closes the loan. After the loan is originated, the correspondent seller submits the required documentation for us to review and make a determination if it meets our underwriting guidelines. The loan is acquired by us only after we approve it for purchase. We focus on customer service for our clients by facilitating prompt review by our due diligence team, providing bid pricing on both newly originated and seasoned portfolios, enabling clients to deliver one loan at a time on a flow basis and providing clients with expedited funding timelines. We purchase NonQM loans, conventional loans eligible for sale to the GSEs and government-insured loans eligible for Ginnie Mae securities. For the year ended December 31, 2021, we closed no loans in the correspondent origination channel as a result of the aforementioned closure during the first quarter of 2020 as a result of the COVID-19 pandemic, compared to $54.4 million of originations for the year ended December 31, 2020.

Since 2011, we have provided loans to customers predominantly in the Western U.S. with California, Arizona, Nevada and Washington comprising 85% of originations in 2021. Currently, we provide nationwide lending with our retail call center and mortgage brokers.

Loan Types

Our loan products primarily include conventional loans intended to be eligible for sale to Fannie Mae and Freddie Mac and loans eligible for government insurance by FHA, VA and USDA (the Agencies), NonQM and Jumbo. The FHA, VA and USDA loans are government-insured loans eligible for Ginnie Mae securities issuance. We have established strict lending guidelines, including determining the prospective borrowers’ ability to repay the mortgage, which we believe will keep delinquencies and foreclosures at acceptable levels. We continue to refine our guidelines to expand our reach to the underserved market of credit worthy borrowers who can fully document and substantiate an ability to repay mortgage loans, but unable to obtain financing through traditional programs, for example self-employed borrowers.  In conjunction with establishing strict lending guidelines, we have also established investor relationships which provide us with an exit strategy for these NonQM loans.  In the fourth quarter of 2020, we began originating conventional prime jumbo mortgages, which generally conform to the underwriting guidelines of the GSEs but exceed the maximum loan size allowed for single unit properties.

The following table indicates the breakdown of our originations by loan type for the periods indicated:

For the year ended December 31, 

(in millions)

    

2021

    

2020

Originations by Loan Type:

Conventional

$

2,096.9

 

$

2,401.6

NonQM

683.6

264.0

Jumbo

73.7

10.7

Government

49.2

 

70.6

Total originations

$

2,903.4

 

$

2,746.9

Loan Sales—Selling Loans to GSEs, Issuing Ginnie Mae Securities and Selling Loans on a Whole Loan Basis

We primarily sell our conventional, jumbo and NonQM loans on a servicing released whole loan basis to private investors and issue securities through Ginnie Mae for our government insured product. We securitize government-insured loans by issuing Ginnie Mae securities through a process whereby a pool of loans is transferred to Ginnie Mae as collateral for a government-insured mortgage-backed security. Prior to our suspension by Freddie Mac in July 2020, we would opportunistically sell loans on a servicing-retained basis where the loan is sold to an investor such as Freddie Mac, and we retain the right to service that loan, called mortgage servicing rights (MSRs). Traditionally, we have not sold a significant amount of residential mortgage loans on a whole loan basis where the investor also acquires the servicing rights.  Throughout 2020 and 2021, we continued to selectively retain mortgage servicing as well as increase whole loan sales on a servicing released basis to investors.  The largest seven investors accounted for 82% of the Company’s servicing released loan sales for the year ended December 31, 2021.  No other investors accounted for more than 5% of the loan sales for the year ended December 31, 2021.

4

During the fourth quarter of 2017, Fannie Mae sufficiently limited the manner and volume for our deliveries of eligible loans such that we elected to cease deliveries to them and we expanded our whole loan investor base for these loans.  In 2019, with the creation of the uniform mortgage-backed securities (UMBS) market, which was intended to improve liquidity and align prepayment speeds across Fannie Mae and Freddie Mac securities, Freddie Mac raised concerns about the high prepayment speeds of our loans generated through our retail direct channel.  We have continued to expand our investor base and complete servicing released loan sales to non-GSE whole loan investors and expect to continue to utilize these alternative exit strategies for Fannie Mae and Freddie Mac eligible loans.  The use of alternative exit strategies has resulted in, and could further result in, adverse pricing, delays in our ability to sell timely as a result of due diligence and investor overlays, and subjects us to changes in risk, collateral, and counterparty eligibility requirements.  In July 2020, we received notification from Freddie Mac that our eligibility to sell whole loans to Freddie Mac was suspended, without cause.  While we believe that the overall volume delivered under purchase commitments to the GSEs was immaterial prior to the notification, we are committed to operating actively and in good standing with our broad range of capital markets counterparties. We continue to take steps to manage our prepayment speeds to be more consistent with our industry peers and to reestablish the full confidence and delivery mechanisms to our investor base. We seek to satisfy the requirements as outlined by Freddie Mac to achieve reinstatement, while we continue to satisfy our obligations on a timely basis to our other counterparties, as we have done without exception.  Despite being in a suspended status with Freddie Mac, we remain an approved originator and/or seller/servicer with the GSEs, Agencies and Counterparties for agency, non-agency, and government insured or guaranteed loan programs.

The following table indicates the breakdown of our loan sales to GSEs, issuance of Ginnie Mae securities and loans sold to investors on a whole loan servicing-released basis for the periods as indicated:

For the year ended

December 31, 

(in millions)

    

2021

    

2020

Ginnie Mae

$

52.2

$

92.2

Freddie Mac

 

 

131.5

Fannie Mae

 

 

Total servicing retained sales

 

52.2

 

223.7

Other (servicing released)

 

2,707.5

 

3,095.7

Total loan sales

$

2,759.7

$

3,319.4

Mortgage Servicing

Upon our sale of loans to GSEs or the issuance of securities through Ginnie Mae, we generally retain the mortgage servicing rights with respect to the mortgage loans. We also sell loans on a servicing-released basis to secondary market investors where we do not retain the servicing rights. When we retain servicing rights, we are entitled to receive a servicing fee which is collected from interest payments made by the borrower and paid to us on a monthly basis equal to a specified percentage, typically between 0.25% and 0.44% per annum of the outstanding principal balance of the loans. We may also be entitled to receive additional servicing compensation, such as late payment fees and earn additional income through the use of non-interest bearing escrows. As a mortgage servicer, we are required to advance certain amounts to meet the contractual loan servicing requirements for certain investors. We may advance principal, interest, property taxes and insurance for borrowers that have become delinquent, plus any other costs to preserve the property. Also, we will advance funds to maintain, repair and market foreclosed real estate properties. Such advances are typically repaid when the loan becomes current or repaid from the proceeds generated from the sale of the property subsequent to foreclosure.

We have hired a nationally recognized residential servicer to sub-service the servicing portfolio. Although we use a sub-servicer to provide primary servicing and certain default servicing functions, our servicing surveillance team, which is experienced in loss mitigation and real estate recovery, monitors and surveys the performance of the loans and sub-servicer. We generally earn a servicing fee on each loan, but we also incur the cost of the sub-servicer as well as the internal servicing surveillance team. Incurring the cost of both a sub-servicer and an internal surveillance team reduces the net revenues we earn from the mortgage servicing portfolio; however, we believe it reduces our risk by minimizing delinquencies and repurchase risk.

In 2020, we sold approximately $4.2 billion in unpaid principal balance (UPB) of Freddie Mac and GNMA MSRs in the second and third quarters, which in conjunction with the historically low interest rate environment that increased significant voluntary prepayments, decreasing our mortgage servicing portfolio to $30.5 million at December 30, 2020.  

5

We have continued to selectively retain GNMA mortgage servicing in 2021, increasing our mortgage servicing portfolio to $71.8 million at December 21, 2021.  The value of mortgage servicing rights are affected by increases and decreases in mortgage interest rates, and we expect continued volatility in the value of mortgage servicing rights going forward.

Risk Management

We are exposed to various business risks which may significantly impact our financial statements. Our risk management framework and governance structure is intended to provide oversight and ongoing management of the risks inherent in our business activities and create a culture of risk awareness.  Our Compliance and Risk Management teams oversee governance processes and monitoring of these risks including the establishment of risk strategy and documentation of risk policies and controls.  Compliance and Risk Management work in partnership with the business to provide oversight of enterprise risk management and controls. This includes establishing enterprise-level risk management policies, appropriate governance activities and creating risk transparency through risk reporting.  For further discussion on operational and market risks, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operational and Market Risks.”

Underwriting

We primarily originate residential first mortgage loans for sale that conform to the respective underwriting guidelines established by Fannie Mae, Freddie Mac, FHA, VA and USDA. Our mortgage loans are underwritten individually on a loan-by-loan basis. Each mortgage loan originated from our retail and wholesale channel are underwritten by one of our underwriters or by a third party contract underwriter using our underwriting guidelines. When we originate loans from our correspondent channel, each mortgage loan is reviewed internally or by a third party underwriting company to determine if the borrower meets our underwriting guidelines.

Our criteria for underwriting generally include, but are not limited to, full documentation of borrower’s income, assets, other relevant financial information, the specific agency’s eligible loan-to-value (LTV), borrower’s debt-to-income ratio and full appraisals when required. Variances from any of these standards are permitted only to the extent allowable under the specific program requirements. Our underwriting procedures for all retail and wholesale loans require the use of a GSE automated underwriting system (AUS). Our underwriting procedures for all correspondent originated loans includes a file review verifying that the borrower’s credit and the collateral meet our applicable program guidelines and an appropriate AUS report has been completed. We also confirm the loan is compliant with regulatory guidelines. In addition, we perform quality control procedures on selected pools prior to our acquisition of the loan.

Quality Control

Prior to funding, retail and wholesale loans are reviewed internally by our quality control department to verify the loan conforms to our program guidelines and meets state and federal compliance guidelines. Prior to the acquisition of a correspondent loan, we perform quality control procedures on selected pools. Management reviews the reports prior to the acquisition of any correspondent loan. We also perform post origination quality controls procedures on at least 10% of all mortgage loans funded or acquired from third party originators. Additionally, we closely monitor the servicing performance of loans retained in our mortgage servicing portfolio to identify any opportunities to improve our underwriting process or procedures and identify any issues with mortgage brokers or correspondent sellers. Findings are summarized monthly and the appropriate changes are implemented.

Hedging

We are exposed to interest rate risks relating to our mortgage lending operations. We use derivative instruments to manage some of our interest rate risk; however, we do not attempt to hedge interest rate risk completely. For further discussion on interest rate risk and hedging, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operation and Market Risks.”

Data Security

Sensitive borrower information, such as name, address and social security number is included in nearly all mortgage loan files. We seek to keep this information secure for every borrower. To do so, our policy requires all sensitive borrower data to be transmitted to us through our secure website portal which allows all of our customers, correspondent

6

sellers, mortgage brokers and individual borrowers to send data to us securely in an encrypted manner.  For a discussion of cybersecurity and data privacy risk see Item 1A. “Risk Factors - Cybersecurity risks, data privacy breaches, cyber incidents and technology failures may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.”

Long-Term Mortgage Portfolio

The long-term mortgage portfolio primarily consists of residual interests in the securitization trusts reflected as trust assets and liabilities in our consolidated balance sheets that hold non-conforming mortgage loans originated between 2002 and 2007. Since we are no longer adding new mortgage loans to the long-term mortgage portfolio, the long-term mortgage portfolio continues to decrease and is a smaller component of our overall operating results.

Our long-term mortgage portfolio consists of our residual interests in securitizations represented on our consolidated balance sheets as the difference between total trust assets and total trust liabilities. Our long-term mortgage portfolio includes adjustable rate and, to a lesser extent, fixed rate Alt-A single-family residential mortgages and commercial (primarily multifamily residential loans) mortgages that were acquired and originated primarily by our discontinued, prior non-conforming mortgage lending operations and retained in our long-term portfolio before 2008. Alt-A mortgages are primarily first lien mortgages made to borrowers whose credit was generally within established Fannie Mae and Freddie Mac guidelines at origination date but have loan characteristics that make them non-conforming under those guidelines.

In previous years, we securitized mortgage loans by transferring originated residential single-family mortgage loans and multifamily commercial loans (the “transferred assets”) into non-recourse bankruptcy remote trusts which in turn issued tranches of bonds to investors supported only by the cash flows of the transferred assets. Because the assets and liabilities in the securitizations are nonrecourse to us, the bondholders cannot look to us for repayment of their bonds in the event of a shortfall. These securitizations were structured to include interest rate derivatives, which have since expired. We retained the residual interest in each trust, and in most cases are the master servicer. A trustee and servicer, unrelated to us, was named for each securitization. Cash flows from the loans (the loan payments and liquidation of foreclosed real estate properties) collected by the loan servicer are remitted to us, the master servicer. The master servicer remits payments to the trustee who remits payments to the bondholders (investors). The servicer collects loan payments and performs loss mitigation activities for defaulted loans. These activities include foreclosing on properties securing defaulted loans, which results in real estate owned (REO).

Commercial mortgages in our long-term mortgage portfolio are primarily adjustable rate mortgages with initial fixed interest rate periods of two, three, five, seven and ten years that subsequently convert to adjustable rate mortgages (hybrid ARMs), and are primarily secured with multi-family residential real estate. Commercial mortgages have provided greater asset diversification on our consolidated balance sheets as borrowers of commercial mortgages typically have higher credit scores and commercial mortgages typically have lower LTVs.

Before 2007, we securitized mortgage loans in the form of collateralized mortgage obligations, or CMOs, which were consolidated and accounted for as secured borrowings for financial statement purposes. Securitized mortgages in the form of real estate mortgage investment conduits, or REMICs, were either consolidated or unconsolidated depending on the design of the securitization structure. We consolidated the variable interest entity, or VIE, as the primary beneficiary of the sole residual interest in each securitization trust where we also performed the master servicing. Amounts consolidated were included in trust assets and liabilities as securitized mortgage collateral, real estate owned, derivative assets, securitized mortgage borrowings and derivative liabilities in the accompanying consolidated balance sheets. At December 31, 2021, our residual interests in securitizations (represented by the difference between total trust assets and total trust liabilities) increased to $27.9 million, compared to $16.7 million at December 31, 2020.

Since 2007, we have not added any mortgage loans to our long-term mortgage portfolio.

For additional information regarding the long-term mortgage portfolio refer to Item 7. “Management’s Discussion and Analysis of Financial Condition,” and Note 6. “Securitized Mortgage Trusts” in the notes to the consolidated financial statements.

7

Master Servicing

Until 2007, we were retaining master servicing rights on substantially all of our non-conforming single-family residential and commercial mortgage acquisitions and originations that were sold through securitizations. Since 2008, we have not retained any additional master servicing rights, but have continued to be the master servicer of previously retained master servicing rights.

The function of a master servicer includes collecting loan payments from loan servicers and remitting loan payments, less master servicing fees receivable and other fees, to a trustee or other purchaser for each series of mortgage-backed securities or mortgages master serviced. In addition, as master servicer, we monitor compliance with the servicing guidelines and perform or contract with third parties to perform all functions not adequately performed by any loan servicer. The master servicer is also required to advance funds, or cause the loan servicers to advance funds, to cover principal and interest payments not received from borrowers depending on the status of their mortgages, but only to the extent that it is determined that such advances are recoverable either from the borrower or from the liquidation of the property.

Master servicing fees are generally 0.03% per annum on the unpaid principal balance of the mortgages serviced. As a master servicer, we also earn income or incur expense on principal and interest payments received from borrowers until those payments are remitted to the investors of those mortgages. Fees from the master servicing portfolio have declined significantly due to a decrease in principal balances since the end of 2008, which in turn affects the amount we earn on balances held in custodial accounts. At December 31, 2021, we were the master servicer for approximately 9,000 mortgages with an UPB of approximately $2.0 billion, of which $389.6 million of those loans were 60 or more days delinquent. At December 31, 2021, we were also the master servicer for unconsolidated securitizations (included in the total master servicing portfolio above) totaling approximately $164.6 million in unpaid principal balance, of which $79.1 million of those loans were 60 or more days delinquent. Fees earned from master servicing are separate from those earned from mortgage servicing which are generated from servicing rights generated from loans sold servicing retained from new originations since 2011.

Real Estate Services

In 2008, we established our Real Estate Services segment to provide solutions to the distressed mortgage and real estate markets.  We provide loss mitigation and real estate services primarily on our own long-term mortgage portfolio, including default surveillance, loan modification services, short sale services (where a lender agrees to take less than the balance owed from the borrower), REO surveillance and disposition services and monitoring, reconciling and reporting services for residential and multifamily mortgage portfolios. The activities and related revenues have declined in recent years, and we expect these revenues to gradually decline over time as our long-term mortgage portfolio declines.  These operations are conducted by IMC.  In the second quarter of 2020, CCC was created to, among other activities, assist with managing mortgage loans held-for-sale, and provide origination and servicing solutions focusing on loss mitigation strategies, including loan modifications and restructurings to assist borrowers.  

Corporate

This segment includes all corporate services groups including information technology, human resources, legal, facilities, accounting, treasury and corporate administration. This corporate services group supports all operating segments. A portion of these costs are allocated to the operating segments based on certain allocation methods. These corporate services groups are centralized to be efficient and avoid any duplicate cost burdens. Specific costs associated with being a publicly traded company are not allocated and remain in this segment.

The corporate segment also includes debt expense related to the Convertible Notes which were extended in 2020 and due in 2022 as well as capital leases. Debt service expense is not allocated and remains in this segment. We have taken advantage of very low financing rates and entered into capital lease arrangements to finance the purchase of equipment, mostly computer equipment, used in all three segments. The interest expense associated with the capital leases is not allocated and remains in this segment.

Human Capital Management

The Company’s key human capital management objectives are to attract, retain and develop talent to deliver on

8

the Company’s strategy. To support these objectives, the Company’s human resources programs are designed to: keep people safe and healthy; enhance the Company’s culture through efforts aimed at making the workplace more inclusive and free from discrimination or harassment on the basis of color, race, sex, national origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression or any other status protected by applicable law; acquire and retain diverse talent; reward and support employees through competitive pay and benefit programs; develop talent to prepare them for critical roles and leadership positions; and facilitate internal talent mobility to create a high-performing workforce.

The COVID-19 pandemic has had a significant impact on how we managed our human capital. Nearly all of our workforce began working remotely since March 2020, and we instituted safety protocols and procedures for the essential employees who returned to work on site.

As of December 31, 2021, we had a total of 326 employees, nearly all of whom are full-time.  Management believes that relations with our employees are good. We are not a party to any collective bargaining agreements.

Regulation

The U.S. mortgage industry is heavily regulated. Our mortgage lending operations, as well as our real estate services, are subject to federal, state and local laws that regulate and restrict the manner in which we operate in the residential mortgage industry, including, but not limited to, laws and regulations which: regulate our business practices; limit the interest rates, finance charges and other fees we may charge or pay; impose underwriting requirements; regulate our marketing techniques and practices; mandate disclosures and notices to consumers; regulate our servicing practices; and impose licensing requirements and financial obligations on us.. Plus, mortgage bankers and brokers in our wholesale production channel and correspondents from which we purchase loans are also subject to regulation, which may have an effect on our business and the mortgage loans we are able to fund or acquire. Compliance with regulations in the mortgage industry requires us to incur costs and expenses in our operations. To the extent we, or others with which we conduct business, do not comply with applicable laws and regulations, we may be subject to fines, reimbursements and other penalties which could include restrictions on our operations. Changes in these regulatory and legal requirements, including changes in their enforcement, could materially and adversely affect our business and our financial condition, liquidity and results of operations. The laws and regulations that we are subject to include (but are not limited to) the following:

the Bank Secrecy Act and the USA PATRIOT Act, as well as related regulations issued by the U.S. Department of the Treasury and federal banking regulators (collectively, AML laws) which require financial to implement an AML compliance program that is reasonably designed to prevent money laundering and the financing of terrorism;
the Federal Truth-in-Lending Act (known as TILA) and Regulation Z promulgated thereunder, which require certain disclosures to the borrowers regarding the terms of the loans, regulates the methods in which compensation can be paid to brokers and loan originators; and prohibits lenders from making residential mortgage loans unless a good faith determination is made of a borrower’s creditworthiness based on verified and documented information;
the Equal Credit Opportunity Act and Regulation B promulgated thereunder, which prohibit discrimination on the basis of age, race, color, sex, religion, marital status, national origin, receipt of public assistance or the exercise of any right under the Consumer Credit Protection Act, in the extension of credit;
the Fair Housing Act, which prohibits discrimination in housing on the basis of race, color, national origin, religion, sex, familial status, or handicap, in housing-related transactions;
the Fair Credit Reporting Act, which regulates the use and reporting of information related to the borrower’s credit experience;
the Fair and Accurate Credit Transaction Act, which regulates credit reporting and use of credit information in making unsolicited offers of credit;
state and federal privacy regulations which include the Gramm-Leach-Bliley Act, which imposes requirements on all lenders with respect to their collection and use of nonpublic financial information and

9

requires them to maintain the security of that information and the California Consumer Privacy Act (and comparable data privacy regulations in other states) which enhances privacy rights and consumer protections for California residents and property owners;  
the Real Estate Settlement Procedures Act (known as RESPA) and Regulation X promulgated thereunder, outlaws kickbacks that increase the cost of settlement services;
the Home Mortgage Disclosure Act (known as HMDA) and Regulation C promulgated thereunder, which requires the reporting of public loan data;
the Telephone Consumer Protection Act and the CAN-SPAM Act, which regulate commercial solicitations via telephone, fax, and the Internet;
the Depository Institutions Deregulation and Monetary Control Act of 1980, which preempts certain state usury laws;
the Alternative Mortgage Transaction Parity Act of 1982, which preempts certain state lending laws which regulate alternative mortgage transactions;
the Fair Debt Collection Practices Act, which prohibits unfair debt collection practices;
the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, which establishes national minimum standards for mortgage licensees;
regulations promulgated by the CFPB to help assure that consumers are provided with timely and understandable information about residential mortgage loans that protect them against Unfair, Deceptive or Abusive Acts or Practices;
interagency final rules required pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) establishing minimum national underwriting guidelines for residential mortgages that lenders will be allowed to securitize without retaining any of the loans’ default risk; and
the Secure and Fair Enforcement for Mortgage Licensing Act, commonly known as the SAFE Act, which is designed to enhance consumer protection and reduce fraud by requiring states to establish minimum standards for the licensing and registration of state licensed mortgage loan originators.

Since its formation, the CFPB has taken a very active role in the mortgage industry. The CFPB has rulemaking authority with respect to many of the federal consumer protection laws applicable to mortgage lenders and servicers, and its rulemaking and regulatory agenda relating to loan servicing and origination continues to evolve. The CFPB also has broad supervisory and enforcement powers with regard to non-depository financial institutions that engage in the origination and servicing of mortgage loans. The CFPB has conducted routine examinations of our business and will conduct future examinations

As part of its enforcement authority, the CFPB can order, among other things, rescission or reformation of contracts, the refund of moneys or the return of real property, restitution, disgorgement or compensation for unjust enrichment, the payment of damages or other monetary relief, public notifications regarding violations, remediation of practices, external compliance monitoring and civil money penalties. The CFPB has been active in investigations and enforcement actions and has issued large civil money penalties since its inception to parties the CFPB determines violated the laws and regulations it enforces.

In addition, various federal, state and local laws have been enacted that are designed to discourage predatory lending and servicing practices. Some states have enacted, or may enact, similar laws or regulations, which in some cases impose restrictions and requirements greater than those in federal law. Also, under the anti-predatory lending laws of some states, the origination of certain residential loans, including loans that are not classified as “high cost” loans under applicable law, must satisfy a net tangible benefits test with respect to the related borrower. This test may be highly subjective and open to interpretation. As a result, a court may determine that a residential loan, for example, does not meet

10

the test even if the related originator reasonably believed that the test was satisfied. Failure of residential loan originators or servicers to comply with these laws, to the extent any of their residential loans are or become part of our mortgaged-related assets, could subject us to monetary penalties and could result in the borrowers rescinding the affected residential loans.

Our mortgage lending operations is an approved Housing and Urban Development (HUD) lender, a Ginnie Mae approved issuer and servicer and an approved but inactive seller/servicer of Fannie Mae.  As previously disclosed, on July 7, 2020 we were suspended by Freddie Mac and are working to satisfy the requirements outlined to achieve reinstatement.  As such, we are required to submit annually to Fannie Mae, Freddie Mac (when an active seller/servicer), and HUD, as applicable, audited financial statements, or the equivalent, according to the financial reporting requirements of each regulatory entity for its sellers/servicers. Our lending activities are also subject to examination by Fannie Mae, Ginnie Mae, Freddie Mac, HUD, CFPB and state regulatory agencies including the California Department of Financial Protection and Innovation (f/k/a California Department of Business Oversight) at any time to assure compliance with applicable regulations, policies and procedures. Also refer to “Regulatory Risks” under Item 1A. Risk Factors for a further discussion of regulations that may affect us.

Competition

We operate in a highly competitive industry that could become even more competitive as a result of legislative, regulatory, economic, and technological changes, as well as continued consolidation or expansion. Our competitors include banks, thrifts, credit unions, real estate brokerage firms, mortgage brokers, fintech companies and mortgage banking companies. Competition is based on a number of factors including, among others, customer service, quality and range of products and services offered, price, reputation, interest rates, lending limits and customer convenience. To compete effectively, we must have a very high level of operational, technological, and managerial expertise, as well as access to capital at a competitive cost. Many of our competitors are larger than we are and have access to greater financial resources than we do, which can place us at a competitive disadvantage. In addition, many of our largest competitors are banks or affiliated with banking institutions, the advantages of which include, but are not limited to, the ability to hold new mortgage loan originations in an investment portfolio and having access to financing with more favorable terms than we do, including lower funding costs with bank deposits as a source of liquidity.

Our real estate services segment competes with firms that provide similar services, including loan modification companies, real estate asset management and disposition companies and real estate brokerage firms. Our competitors include large mortgage servicers, established subprime loan servicers, and newer entrants to the specialty servicing and recovery collections business. Efforts to market our ability to provide real estate services for others is more difficult than many of our competitors because we have not historically provided such services to unrelated third parties, and we are not a rated primary or special servicer of residential mortgage loans as designated by a rating agency.

Risk factors, as outlined below, provide additional information related to risks associated with competition in the mortgage industry.

ITEM 1A. RISK FACTORS

Risks Related to Our Business

Our long-term success is primarily dependent on our ability to increase the profitability of our mortgage originations.

We believe that a key driver for our Company will be increasing the profitability of our mortgage lending operations. Our success is dependent on many factors such as the documentation and data capture technology we employ, increasing our loan origination operational capacities, increasing our mortgage origination efficiencies, attracting qualified employees, ability to maintain our approvals and sell or securitize loans eligible for sale to Fannie Mae, Freddie Mac, Ginnie Mae and other investors, ability to increase our mortgage servicing portfolio, the ability to obtain adequate warehouse borrowing capacity, the ability to adequately maintain loan quality and manage the risk of losses from loan repurchases, the changing regulatory environment for mortgage lending and the ability to fund our originations.

If we are unable to generate sufficient net earnings from our mortgage lending operations, we may be unable to satisfy our future operating costs and liabilities, including repayment of our debt obligations, which may materially and adversely affect our financial condition and results of operations.

11

If we are unable to satisfy our debt obligations or to meet or maintain the requisite financial covenant requirements with our lenders, our financial condition and results of operations may be materially and adversely effected.

We have significant debt obligations including:

$20.0 million Convertible Promissory Notes due May 2022;
Junior Subordinated Notes with an outstanding principal balance of $62.0 million at December 31, 2021 and due March 2034; and
Warehouse facilities with third-party lenders which are secured by and used to fund residential mortgage loans until such loans are sold.

Our ability to make scheduled payments on our debt obligations depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not generate cash flow from operations in the future sufficient to service our debt. If we are unable to generate cash flow from operations, we may be required to pursue one or more alternatives, including, but not limited to, monetizing certain assets (including but not limited to our residual interests), restructuring debt and/or pursuing actions to reorganize the capital structure or obtaining additional equity capital on terms that may be unfavorable to us or, highly dilutive to our shareholders and other stakeholders.  We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could have a material adverse effect on our financial condition and results of operations. Additionally, if we are unable to sell loans timely to repay our warehouse lenders, our liquidity may be adversely affected.

In addition, our credit and warehouse facilities contain covenants, including requirements to maintain a certain minimum net worth, liquidity, litigation judgment thresholds, debt ratios, profitability levels and other customary debt covenants. A breach of the covenants can result in an event of default under our facilities and as such allows the lender to pursue certain remedies, including foreclosure on our assets.  Furthermore, a breach under one facility may constitute a cross default under other agreements which would allow counterparties to pursue additional remedies against us.  At December 31, 2021, we were not in compliance with certain financial covenants under our warehouse facilities and received the necessary waivers. In the event we are in noncompliance with our debt obligations, we cannot provide any assurance that we will be able to obtain waivers in the event of future noncompliance of our debt obligations.    

Further spread of COVID-19 or any mutations thereof could negatively impact the availability of key personnel necessary to conduct our business.

The continued effects of the pandemic could adversely impact our financial condition and results of operations due to interrupted service and availability of personnel, including our executive officers and other employees that are part of our management team and an inability to recruit, attract and retain skilled personnel. To the extent our management or personnel are impacted in significant numbers by the outbreak of pandemic or epidemic disease and are not available or allowed to conduct work, our business and operating results may be negatively impacted. Additionally, the pandemic could negatively impact our ability to ensure operational continuity in the event our business continuity plan is not effective or ineffectively implemented or deployed during a disruption.

The continued impact of the pandemic could negatively impact the availability of key third party service providers necessary to conduct our business and the ability of counterparties to meet contractual obligations to us.

Our financial results and results of operations could be negatively impacted by the inability of third-party vendors to provide services we rely on to conduct our business and operate effectively, including vendors that provide IT services, mortgage origination support services, corporate support services, government services or other operational support services. Further, an inability of our counterparties to make or satisfy the conditions or representations and warranties in agreements they have entered into with us could also have a material adverse effect on our financial condition, results of operations and cash flows.

Our use of financial leverage exposes us to increased risks, including breaches and additional potential breaches of the financial covenants under our borrowing facilities, which could result in our being required to immediately repay all outstanding amounts borrowed under these facilities and these facilities being unavailable to use for future financing needs, as well as triggering cross-defaults under other debt agreements.

Significant and widespread decreases in the fair values of our assets have caused and could continue to cause us

12

to breach financial covenants under our borrowing facilities related to profitability, net worth and leverage. Such covenants, if breached, can result in our being required to immediately repay all outstanding amounts borrowed under these facilities and these facilities being unavailable to use for future financing needs, as well as triggering cross-defaults under other debt agreements. During the second and fourth quarters of 2021, we breached such financial covenants in certain borrowing agreements with our financing counterparties and were able to obtain waivers.  We regularly engage in discussions with our financing counterparties in regards to such financial covenants; however, we cannot be certain whether we will be able to remain in compliance with these financial covenants, or whether our financing counterparties will negotiate terms or amendments in respect of these financial covenants, the timing of any such negotiations or amendments or the terms thereof. Even if we continue to obtain temporary or permanent amendments or waivers from financing counterparties to amend and or waive financial covenants, there is no certainty that we will be able to remain in compliance with such amended covenants and or receive waivers in the event we breach a covenant.  If any of our counterparties elected not to renew our borrowing facility, we may not be able to find a replacement counterparty, which could have a material adverse effect on our financial condition, results of operations and cash flows.

The use of alternative exit strategies subjects us to risk associated with the potential limitation or elimination of delivery options to counterparties which has had and could continue to have a material adverse effect on our financial condition, results of operations and cash flows.

It is important for us to sell or securitize the loans we originate. Prepayment speeds on loans generated through our retail direct channel have been a concern for some investors dating back to 2016, which has resulted and could further result in adverse pricing or delays in our ability to sell or securitize loans and related MSRs on a timely and profitable basis.  The use of alternative exit strategies has resulted in and could further result in adverse pricing, delays in our ability to sell timely as a result of due diligence, investor overlays, and increased staffing.  In addition, reliance on these investors subjects us to changes in risk, collateral, and counterparty eligibility requirements which may affect our ability to deliver and securitize loans. If we are unable to meet all required eligibility criteria, which may be amended and/or implemented without notice, it could impact the volume, products, pricing, and servicing options for originated loans which could have a material adverse impact on overall operations, profitability and cash flows.  Additionally, there can be no assurance that investors will continue to purchase our collateral at favorable terms, or at all.  

The success and growth of our business will depend upon our ability to adapt to and implement technological changes.

We operate in an industry experiencing rapid technological change and frequent product introductions. We rely on our technology to make our platform available to clients, evaluate loan applicants and service loans. In addition, we may increasingly rely on technological innovation as we introduce new products, expand our current products into new markets and continue to streamline various loan-related and lending processes. The process of integrating new technologies and products is complex, and if we are unable to successfully innovate and continue to deliver a superior client experience, the demand for our products and services may decrease and our growth and operations may be harmed.

The origination process is increasingly dependent on technology, and our business relies on our continued ability to process loan applications over the internet, accept electronic signatures, and provide instant process status updates and other client- and loan applicant-expected conveniences. Maintaining and improving this technology will require significant capital expenditures.

The implementation of new technologies, including migrating to new technology solutions such as loan origination systems (LOS) or point of sale systems (POS) requires significant financial and personnel resources. To the extent we are dependent on any particular technology or technological solution, we may be harmed if such technology or technological solution becomes non-compliant with existing industry standards, fails to meet or exceed the capabilities of our competitors' equivalent technologies or technological solutions, becomes increasingly expensive to service, retain and update or malfunctions or functions in a way we did not anticipate that results in loan defects potentially requiring repurchase. Additionally, new technologies and technological solutions are continually being released. As such, it is difficult to predict the problems we may encounter in improving our technologies' functionality.

To operate our LOS, POS and websites and provide our loan products and services, we use software packages from a variety of third parties, which are customized and integrated with code that we have developed ourselves. We rely on third-party software products and services related to automated underwriting functions and loan document production.

13

If we are unable to integrate this software in a fully functional manner, we may experience increased costs and difficulties that could delay or prevent the successful development, introduction or marketing of new products and services.

There is no assurance that we will be able to successfully adopt new technology as critical systems and applications become obsolete and better ones become available. Additionally, if we fail to implement and maintain technologies to respond to technological developments and changing client and loan applicant needs in a cost-effective manner, or fail to acquire or integrate our third-party technologies effectively, we may experience disruptions in our operations, lose market share or incur substantial costs.

Our performance may be adversely affected by the performance of parties who service or sub-service our mortgage loans.

We contract with third parties for the servicing of our mortgage loans in our long-term mortgage portfolio, for which we are the master servicer, and the servicing portfolio in our mortgage lending operations.  Although we use third-party servicers, we retain primary responsibility to ensure the serviced loans meet contractual and regulatory requirements. Our operations, performance and liabilities are subject to risks associated with inadequate or untimely servicing. If a servicer defaults or fails to perform to certain standards then this can be deemed to be a default or failure by us to perform those duties or functions. If we, or our sub-servicers, commit a material breach of our obligations as a servicer or master servicer, we may be subject to damages or termination if the breach is not cured within a specified period of time following notice, causing us to lose servicing rights income. In addition, we may be required to indemnify the investor or securitization trustee against losses from any failure by us, as master servicer or on behalf of the sub-servicer, to perform the servicing obligations properly. If, as a result of a servicer or sub-servicer’s failure to perform adequately, we were terminated as servicer by an investor, trustee or master servicer, the value of any servicing or master servicing rights held by us could be adversely affected. Also, this could affect the cash flow generated by our servicing rights portfolio.

Poor performance by a sub-servicer may result in greater than expected delinquencies and foreclosures and losses on our mortgage loans or, in the case of our long-term mortgage portfolio, in our resulting exposure to investors, bond holders, bond insurers or others to whom we are responsible for the performance of our loan sub-servicers. As master servicer in our securitizations we are responsible for the duties, responsibilities and actions of the subservicers.    Their actions, or lack thereof, may impose liability upon us from third party claims.  A substantial increase in our delinquency or foreclosure rate could adversely affect our ability to access the capital and secondary markets for our financing needs. With respect to our long-term mortgage portfolio, greater delinquencies would adversely affect our cash flows and the value of our residual interests, if any, we hold in connection with that securitization.

The value of mortgage servicing rights are dependent upon various factors, including, but not limited to, the adequate performance of the servicing function by our sub-servicer, the responsibilities imposed on us by the investors of our loans for which we hold the servicing rights, interest rates, the cost of our sub-servicers, loan prepayments and delinquencies. As these factors and others vary, the value of our mortgage servicing rights may fluctuate which may affect our ability to meet financial covenants, maintain credit facilities, expand our operations and generate income from our operations.

Our NonQM product offerings may expose us to a higher risk of delinquencies, regulatory risks, foreclosures, counterparty risk and losses adversely affecting our earnings and financial condition.

We originate and acquire various types of residential mortgage products, which include NonQM and non-conforming loan products.  Unlike Qualified Mortgages, NonQM loans do not benefit from a presumption that the borrower has the ability to repay the loan. In the event that these NonQM mortgages begin to experience a significant rate of default, we could be subject to statutory claims for violations of the ability to repay standard.  Any such claims could materially and adversely affect our ability to underwrite these loans, our business, and results of operations or financial condition.  

While we undertake initiatives to mitigate any exposure and use our commercially reasonable efforts to ensure that we have made a reasonable determination that the borrowers will have the ability to repay a loan, this type of product has increased risk and exposure to litigation and claims of borrowers. If, however, we were to make a loan which does not satisfy the regulatory standards for ascertaining the borrower’s ability to repay the loan, the consequences could include giving the borrower a defense to repayment of the loan, which may prevent us from collecting interest and principal on that loan.

14

NonQM loans are mortgages that generally did not qualify for purchase by government-sponsored entities such as Fannie Mae and Freddie Mac. Credit risks associated with all these mortgages may be greater than those associated with conforming mortgages. Mortgages made to these borrowers may entail a higher risk of delinquency and higher losses than mortgages made to borrowers who utilize conventional mortgage sources. Delinquency, foreclosures and losses generally increase during economic slowdowns or recessions. The actual risk of delinquencies, foreclosures and losses on mortgages made to these borrowers may be higher to the extent the economy enters a recession.  The combination of different underwriting criteria and higher rates of interest can adversely affect our business and financial condition from higher prepayment rates and higher delinquency rates and/or credit losses.  Additionally, during periods of market dislocation, similar to what occurred during the first and second quarters of 2020, liquidity for NonQM and non-conforming loan products suffer more acute pressure which creates a substantial widening of credit spreads on these assets, causing a severe decline in the values assigned by investors and counterparties for NonQM  and non-conforming assets.  These periods of market dislocation have adversely affected the values assigned to our NonQM and non-conforming assets.  Further periods of economic dislocation caused by the pandemic or other factors may adversely affect the liquidity for our products and may have a material adverse effect on our business, financial condition and results of operations.

Cybersecurity risks, data privacy breaches, cyber incidents and technology failures may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.

 

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems for purposes of theft of certain personally identifiable information of consumers, misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships.

 

As our reliance on rapidly changing technology has increased, so have the risks posed to its information systems, both proprietary and those provided to us by third-party service providers.  System disruptions and failures caused by fire, power loss, telecommunications outages, unauthorized intrusion, unintended employee actions, computer viruses and disabling devices, natural disasters and other similar events may interrupt or delay our ability to provide services to our customers or result in the unintended disclosure of consumer information.

 

Despite our efforts to ensure the integrity of our systems, our investment in significant physical and technological security measures, employee training, contractual precautions and business continuity plans, and our implementation of policies and procedures designed to help mitigate cybersecurity risks and cyber intrusions, there can be no assurance that any such cyber intrusions or data privacy breaches will not occur or, if they do occur, that they will be adequately addressed. We also may not be able to anticipate or implement effective preventive measures against all security breaches, especially because the methods of attack change frequently or may not be recognized until after such attack has been launched, and because security attacks can originate from a wide variety of sources, including third parties such as persons involved with organized crime or associated with external service providers. We are also held accountable for the actions and inactions of our third-party vendors regarding cybersecurity, data privacy breaches and other consumer-related matters.

 

Any of the foregoing events could result in violations of applicable privacy and other laws, financial loss to us or to our customers, loss of confidence in our security measures, customer dissatisfaction, additional regulatory scrutiny, governmental enforcement actions, significant litigation exposure and harm to our reputation, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations.

Inability to successfully complete securitizations, or delayed mortgage loan sales or securitization closings, could result in a liquidity shortage which would adversely affect our operating results.

 

We are exploring utilizing securitizations as an additional exit strategy to generate cash proceeds to repay borrowings and replenish our borrowing capacity. If there is a delay in mortgage loan sales or securitization closing or any reduction in our ability to complete mortgage loan sales or securitizations, we may be required to utilize other sources of financing, which, may not be available on favorable terms or at all.  In addition, delays in closing mortgage sales or securitizations of our mortgages exposes us to additional credit and interest rate risk up to the closing of the transaction.  Several factors could affect our ability to complete securitizations of our mortgages or mortgage loan sales, including:

15

conditions in the securities and secondary markets;
credit quality of the mortgages acquired or originated through our mortgage operations;
volume of our mortgage loan acquisitions and originations;
operational inefficiencies causing delay in settlement;
our ability to obtain credit enhancements; and
lack of investors purchasing higher risk components of the securities.

If we are unable to sell a sufficient number of mortgages at a premium or profitably securitize a significant number of our mortgages in a particular financial reporting period, of if we experience a delay in mortgage loan sales or securities closings, then we could experience a liquidity shortage leading to lower net earnings or a loss for that period.  We cannot assure you that we will be able to continue to profitably securitize or sell our loans on a whole loan basis, or at all.

We may not be able to access financing sources on favorable terms, or at all, which could adversely affect our ability to implement and operate our business as planned.

Future financing sources may include borrowings in the form of credit facilities (including term loans and revolving facilities), repurchase agreements, warehouse facilities, structured financing arrangements, public and private equity and debt issuances and derivative instruments, in addition to transactions or asset specific funding arrangements. Our access to sources of financing depends upon a number of factors some of which we have little or no control over, including general market conditions, resources and policies or lenders. In addition, if regulatory capital requirements imposed on our private lenders change, they may be required to limit, or increase the cost of, financing they provide to us. This could potentially increase our financing costs and reduce our liquidity as well as limit our ability to expand our mortgage operations.  Depending on market conditions at the relevant time, we may have to rely more heavily on additional equity issuances, which may be dilutive to our shareholders, or on less efficient forms of debt financing that require a larger portion of our cash flow from operations, thereby reducing funds available for our operations and future business opportunities. We cannot assure you that we will have access to such equity or debt capital on favorable terms (including, without limitation, cost and term) at the desired times, or at all, which could negatively affect our results of operations. If our access to such funds are restricted or are on terms that are materially changed, we may not be able to continue those operations which may affect our income and loan origination volumes.

Loss of our current executive officers or other key management could significantly harm our business.

We depend on the diligence, skill and experience of our senior executives. We believe that our future results will also depend in part upon our attracting and retaining highly skilled and qualified management. We seek to compensate our executive officers, as well as other employees, through competitive salaries, bonuses and other incentive plans, but there can be no assurance that these programs will allow us to retain key management executives or hire new key employees. The loss of our senior executive officers and key management could have a material adverse effect on our operations because other officers may not have the experience and expertise to readily replace these individuals. Competition for such personnel is intense, and we cannot assure you that we will be successful in attracting or retaining such personnel. The loss of, and changes in, key personnel and their responsibilities may be disruptive to our business and could have a material adverse effect on our business, financial condition and results of operations.

We may become, and in some cases are, a defendant in lawsuits, some of which may be class action matters, and we may not prevail in these matters.

Individual and class action lawsuits and regulatory actions alleging improper marketing practices, abusive loan terms and fees, disclosure violations and other matters are risks faced by all mortgage originators. We are a defendant in purported class actions pending in different states and could be named in other matters. We will incur defense costs and other expenses in connection with the lawsuits, and we cannot assure you that the ultimate outcome of these or other actions will not have a material adverse effect on our financial condition or results of operations. In addition to the expense and burden incurred in defending any of these actions and any damages that we may suffer, our management’s efforts and attention may be diverted from the ordinary business operations in order to address these claims. Plus, we may be deemed in default of our warehouse lines if a judgment for money that exceeds specified thresholds is rendered against us. If the final resolution is unfavorable to us in any of these actions, our financial condition, results of operations and cash flows might be materially adversely affected. For additional information regarding ongoing litigation, refer to Note 13. “Commitments and Contingencies” in the notes to the consolidated financial statements.

16

Our hedging strategies implemented by our mortgage lending operations may not be successful in mitigating our risks associated with the market movement of interest rates.

We use various derivative financial instruments to provide a level of protection against interest rate risks in our mortgage lending operations, but no hedging strategy can protect us completely. When interest rates change, we expect to record a gain or loss on derivatives which would be offset by an inverse change in the value of mortgage loans held-for-sale, our held mortgage servicing rights, forward sale and interest rate lock commitments. We cannot assure you, however, that our use of derivatives will offset the risks related to changes in interest rates. There have been periods, and it is likely that there will be periods in the future, during which we will not have offsetting gains or losses in mortgage loans, forward sale and interest rate lock commitment values after accounting for our derivative financial instruments. The derivative financial instruments we select may not have the effect of reducing our interest rate risk. In addition, the nature and timing of hedging transactions may influence the effectiveness of these strategies. Poorly designed strategies, improperly executed and recorded transactions or inaccurate assumptions could actually increase our risk and losses. In addition, hedging strategies involve transaction and other costs. We cannot assure you that our hedging strategy and the derivatives that we use will adequately offset the risk of interest rate volatility or that our hedging transactions will not result in losses.

Our ability to utilize our net operating losses and certain other tax attributes may be limited.

At the end of our 2021 taxable year, we had estimated federal and California net operating loss (NOL) carryforwards of approximately $623.5 million and $435.2 million, respectively. Federal NOLs begin to expire in 2027 and California NOLs begin to expire in 2028.  We may not generate sufficient taxable income in future periods to be able to realize fully the tax benefits of our NOL carryforwards. Although, under existing tax rules, we are generally allowed to use those NOL carryforwards to offset taxable income in subsequent taxable years, our ability to use those NOL carryforwards to offset income may be severely limited to the extent that we experience an ownership change within the meaning of Section 382 of the Internal Revenue Code. These provisions could also limit our ability to deduct certain losses (built-in losses) we recognize after an ownership change with respect to assets we own at the time of the ownership change. In general, an ownership change, as defined by Section 382, results from transactions increasing ownership of certain stockholders or public groups in our stock by more than 50% over a three-year period. In addition, the generation of taxable income from cancellation of debt may further reduce the NOL. Any limitation on our NOL carryforwards that could be used to offset taxable income would adversely affect our liquidity and cash flow, as and when we become profitable. On October 23, 2019, our Board enacted the Tax Benefit Preservation Rights Agreement (NOL rights plan), which was approved at the Company’s 2020 annual meeting of stockholders, is designed to mitigate the risk of losing net operating loss carryforwards and certain other tax attributes from being limited in reducing future income taxes.  Although our NOL rights plan is intended to prevent an ownership change, we cannot provide any assurance that we will not experience an ownership change or that we will otherwise be able to use, in full or in part, our NOLs.

We depend on the accuracy and completeness of information provided by customers and counterparties.

In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information furnished to us by, or on behalf of, customers and counterparties, including financial statements and other financial information. We also may rely on representations of customers and counterparties as to the accuracy and completeness of that information. In deciding whether to extend credit, we may rely upon our customers' representations that their financial statements are accurate. We also may rely on customer representations and certifications, or other audit or accountants' reports, with respect to the business and financial condition of our commercial clients. Our financial condition, results of operations, financial reporting and reputation could be materially adversely affected if we rely on materially misleading, false, inaccurate or fraudulent information.

Representations and warranties made by us in our loan sales, servicing rights sales and securitizations may subject us to liability.

In connection with our loan and/or servicing rights sales to third parties and our prior securitizations, we transferred mortgages and/or servicing rights to third parties or, to a lesser extent, into a trust in exchange for cash and, in the case of a securitized mortgage, residual certificates issued by the trust. The trustee, purchaser, bondholder, guarantor or other entities involved in the sales or issuance of the securities (which may include bond insurers) may have recourse to us with respect to the breach of the representations and warranties made by us at the time such mortgages and/or servicing rights are transferred or when the securities are sold. We attempt to mitigate the potential recourse from such purchasers by seeking remedies from correspondent sellers and wholesale brokers who originated the mortgages if we did not originate

17

the loan. However, many of the entities we acquired loans from in the past are no longer in business or may not be able to financially cover the losses. Furthermore, if we discover, prior to the sale or transfer of a loan, that there is any fraud or misrepresentation with respect to the mortgage and the originator fails to repurchase the mortgage, then we may not be able to sell the mortgage or we may have to sell the mortgage at a discount. Changes in the timing, processes and procedures of our primary investors’ review of loans which they purchase from us may affect the number of loans that are rejected, the timing of our loan sales, or the frequency of repurchase demands issued to us. Also, similar changes by mortgage insurers who agree to insure loans may also affect the frequency and timing of our loan sales. As a result, the effectiveness of our loan sales, our repurchase reserves and our profitability may be adversely affected.

The geographic concentration of our mortgages increases our exposure to risks in those areas.

We do not set limitations on the percentage of mortgages composed of properties located in any one area (whether by state, zip code or other geographic measure). Concentration in any one area increases our exposure to the economic and natural hazard risks associated with that area. A majority of our mortgage acquisitions and originations and mortgages held in our long-term mortgage portfolio are secured by properties in California (approximately 77% of our mortgage originations were generated from California in 2021) and, to a lesser extent, Arizona, Florida and Nevada. These states have previously experienced, and may experience in the future, economic downturns and California and Florida have also suffered the effects of certain natural hazards. During past economic downturns, real estate values in California and Florida have decreased drastically, which could have a material adverse effect on our results of operations or financial condition. In addition, Florida is among several states with higher than average costs for investors in circumstances of mortgage default and foreclosure, since the foreclosure process takes significantly longer than average. Accordingly, to the extent the mortgages we originate or are held in our long-term mortgage portfolio experience defaults or foreclosures in that area, we may be exposed to higher losses.

Furthermore, if borrowers are not insured for natural disasters, which are typically not covered by standard hazard insurance policies, then they may not be able to repair the property or may stop paying their mortgages if the property is damaged. This would cause increased foreclosures and decrease our ability to recover losses on properties affected by such disasters. This would have a material adverse effect on our results of operations or financial condition.

Our vendor relationships subject us to a variety of risks.

We have significant vendors that, among other things, provide us with financial, technology and other services to support our mortgage loan servicing and origination businesses. Some of these outsourced services, such as technology, could have a material effect on our business and operations if our third party provider was unable to, or failed to, properly provide such services.  With respect to vendors engaged to perform activities required by servicing criteria, we have elected to take responsibility for assessing compliance with the applicable servicing criteria for the applicable vendor and are required to have procedures in place to provide reasonable assurance that the vendor’s activities comply in all material respects with servicing criteria applicable to the vendor, including but not limited to, monitoring compliance with our predetermined policies and procedures and monitoring the status of payment processing operations. In the event that a vendor’s activities do not comply with the servicing criteria, it could negatively impact our servicing agreements. In addition, if our current vendors were to stop providing services to us on acceptable terms, including as a result of one or more vendor bankruptcies due to poor economic conditions, we may be unable to procure alternatives from other vendors in a timely and efficient manner and on acceptable terms, or at all. Further, we may incur significant costs to resolve any such disruptions in service and this could adversely affect our business, financial condition and results of operations. Additionally, the CFPB has stated that supervised banks and non-banks could be held liable for actions of their service providers. As a result, we could be exposed to liability, CFPB enforcement actions or other administrative penalties if the vendors with whom we do business violate consumer protection laws.

If we are forced to liquidate, we may have few unpledged assets for distribution to unsecured creditors or equity holders.

In the event we were forced to liquidate and distribute our assets, our common stockholders would share in our assets only after we satisfy any amounts we owe to our creditors and preferred equity holders.  Similarly, our preferred equity holders would share in our assets only after we satisfy any amounts owed to our creditors.  The majority of our assets are either collateral for specific borrowings or pledged as collateral for secured liabilities.  Additionally, there is volatility and significant judgement with respect to the valuation of a significant portion our assets and liabilities.  If our liquidation or dissolution were attributable to our inability to profitably operate our business, then it is likely that we would have material liabilities at the time of liquidation or dissolution.  Accordingly, we cannot provide any assurance that

18

sufficient assets will remain available after the payment of our creditors to enable preferred equity holders and/or common stock holders to receive any liquidation distribution with respect to any preferred equity or common stock, as applicable.

Our risk management policies and procedures may not be effective.

Our risk management framework seeks to mitigate risk and appropriately balance risk and return. We have established policies and procedures intended to identify, monitor and manage the types of risk to which we are subject, including credit risk, market and interest rate risk, liquidity risk, cyber risk, regulatory, legal and reputational risk. Although we have devoted significant resources to develop our risk management policies and procedures and expect to continue to do so in the future, these policies and procedures, as well as our risk management techniques such as our hedging strategies, may not be fully effective. There may also be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated. As regulations and markets in which we operate continue to evolve, our risk management framework may not always keep sufficient pace with those changes. If our risk management framework does not effectively identify or mitigate our risks, we could suffer unexpected losses and could be materially adversely affected.

If we fail to maintain effective systems of internal control over financial reporting and disclosure controls and procedures, we may not be able to report our financial results accurately or prevent fraud, which could cause current and potential stockholders to lose confidence in our financial reporting, adversely affect the trading price of our securities or harm our operating results.

Effective internal control over financial reporting and disclosure controls and procedures are necessary for us to provide reliable financial reports and effectively prevent fraud and operate successfully as a public company. We cannot be certain that our efforts to improve or maintain our internal control over financial reporting and disclosure controls and procedures will be successful or that we will be able to maintain adequate controls over our financial processes and reporting in the future. Any failure to develop or maintain effective controls or difficulties encountered in their implementation or other effective improvement of our internal control over financial reporting and disclosure controls and procedures could harm our operating results, or cause us to fail to meet our reporting obligations. In the past, we have reported, and may discover in the future, material weaknesses in our internal control over financial reporting.

Ineffective internal control over financial reporting and disclosure controls and procedures could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our securities or affect our ability to access the capital markets and could result in regulatory proceedings against us by, among others, the SEC. In addition, a material weakness in internal control over financial reporting, which may lead to deficiencies in the preparation of financial statements, could lead to litigation claims against us. The defense of any such claims may cause the diversion of management’s attention and resources, and we may be required to pay damages if any such claims or proceedings are not resolved in our favor. Any litigation, even if resolved in our favor, could cause us to incur significant legal and other expenses or cause delays in our public reporting. Such events could harm our business, affect our ability to raise capital and adversely affect the trading price of our securities.

Risks Related to Our Industry

Our earnings may decrease, or losses increase, because of changes in prevailing interest rates.

Our profitability is directly affected by changes in prevailing interest rates over which we have no control. The following are certain material risks we face related to changes in interest rates:

Originations:

an increase in interest rates could adversely affect our loan originations volume because refinancing an existing loan would be less attractive for homeowners and qualifying for a purchase money loan may be more difficult for consumers;
an increase in interest rates could also adversely affect our production margins due to increased competition among originators;

Servicing:

19

a decrease in interest rates may increase prepayment speeds which may lead to (i) increased MSR amortization; (ii) decrease in servicing fees; and (iii) decrease in the value of our MSRs;

Debt:

an increase in interest rates would increase the cost of servicing our outstanding debt or the costs associated with financing new debt, including our ability to finance loan originations.

Any of the foregoing could materially and adversely affect our business, consolidated financial condition and results of operations.

The pandemic has impaired and may continue to impair the ability of borrowers to repay outstanding loans or other obligations, resulting in increases in forbearances and/or delinquencies, which could negatively impact our business.

Borrowers that have been negatively impacted by the pandemic may not remit payments of principal and interest relating to their mortgage loans on a timely basis, or at all. This could be due to an inability to make such payments, an unwillingness to make such payments, or a temporary or permanent waiver of the requirement to make such payments, including under the terms of any applicable forbearance, modification, or maturity extension agreement or program. On March 27, 2020, the CARES Act was enacted to provide financial assistance to individuals and businesses affected by the pandemic. The CARES Act provides certain measures to support individuals in maintaining solvency through monetary relief, including in the form of loan forgiveness/forbearance. The CARES Act, among other things, provides any homeowner with a federally-backed mortgage who is experiencing financial hardship the option of up to six months of forbearance on their mortgage payments, with a potential to extend that forbearance for another six months. During the forbearance period, no additional fees, penalties or interest can accrue on the homeowner’s account. The CARES Act also established a temporary moratorium on foreclosures. Transactions we enter into to finance loans with warehouse counterparties and to sell whole loans to third parties, may be negatively impacted by the pandemic related payment forbearances, waiver, or other payment deferral program, including but not limited to, reducing proceeds from these transactions, require us to repurchase impacted loans and reduce proceeds or incur losses on loans sold that are within forbearance or other deferred payment programs. To the extent borrower forbearance affects our ability to finance and sell loans to third parties, it may have a material adverse effect on our financial condition, results of operations and cash flows.

A decline in real estate values may have a material adverse effect on our financial condition and results of operation.

If there is a decline in real estate values, borrowers may default on our residential loans.  A reduction in real estate values reduces a borrower’s equity in their home which generally increases the underlying loan to value ratio and leads to a corresponding risk of default. If a borrower defaults and we have sold the loan or the servicing of the loan, we may violate our representations and warranties from the sale and be obligated to repurchase the loan.

Our business is affected by changes in the state of the general economy and the financial markets, and a slowdown or downturn in the general economy or the financial markets could adversely affect our results of operations.

        Our customer activity is intrinsically linked to the health of the economy generally and of the financial markets specifically. In addition to the economic factors, a downturn in the real estate or commercial markets generally could cause our customers and potential customers to exit the market for loans. As a result, we believe that fluctuations, disruptions, instability or downturns in the general economy and the financial markets could disproportionately affect demand for our lending products.  In addition, the spread of the Covid-19 virus has caused economic disruption worldwide, the effect of which may be over an extended period of time and may have a material adverse effect on our financial condition or results of operations.  If such conditions occur and persist, our business and financial results, including our liquidity and our ability to fulfill our debt obligations, could be materially adversely affected.

Replacement of the LIBOR benchmark interest rate may have an adverse impact on our business, financial condition or results of operations.

On July 27, 2017, the Financial Conduct Authority (FCA), a regulator of financial services firms in the United Kingdom, announced that it intends to stop persuading or compelling banks to submit London Interbank Offered Rate (LIBOR) rates after 2021.  The Alternative Reference Rates Committee (ARRC), a group of private-market participants convened by the Federal Reserve Board and the Federal Reserve Bank of New York to help ensure a successful transition

20

from U.S. dollar LIBOR (USD-LIBOR) to a more robust reference rate, proposed that the Secured Overnight Financing Rate (SOFR) represents the best alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a transition plan with specific steps and timelines designed to encourage the adoption of SOFR and guide the transition to SOFR from USD-LIBOR. The Financial Conduct Authority in the United Kingdom and other regulatory bodies have issued statements encouraging cessation of new transactions referencing USD LIBOR after December 31, 2021, while supporting extension of the publication of major USD-LIBOR tenors to mid-2023, to allow additional legacy contracts to mature on their existing terms. Announcements by government-sponsored entities such as Fannie Mae and Freddie Mac, suggest that the SOFR will become the LIBOR replacement for the industry.  

While regulators and market participants continue to promote the creation and functioning of post-LIBOR indices (SOFR in particular), the impact of the discontinuance and replacement of LIBOR is uncertain. It is not currently possible to know with certainty what rate or rates may become accepted alternatives to LIBOR, or what the effect of any such changes in views and alternatives may have on the financial markets for LIBOR-linked financial instruments for the periods preceding and following LIBOR's cessation. Differences in contractual provisions of certain legacy assets and liabilities and other factors may cause the consequences of the discontinuance of LIBOR to vary by instrument. While enacted and pending legislation is intended to address issues with respect to legacy LIBOR-linked assets and liabilities, it is unclear whether they will completely address the issues associated with legacy transactions. We are evaluating the potential impact of the possible SOFR replacement of the LIBOR benchmark interest rate, but are not able to predict what the impact of such a transition will have on our business, financial condition, or results of operations at this time.  The market transition away from LIBOR to an alternative reference rate is complex and could have a range of adverse effects on our business, financial condition and results of operations. In particular any such transition could:

adversely affect the interest rates paid or received on, the revenue and expenses associate with, and the value of our floating-rate obligations, loans, derivatives, and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR’s role in determining market interest rates globally;
legal and execution risks, relating to documentation changes for the transition of legacy contracts to alternate benchmark rates; and/or
require the transition to or development of appropriate systems and analytics to effectively transition our risk management processes from LIBOR-based products to those based on the applicable alternative pricing benchmark.

While cessation timelines have been agreed by the industry and regulatory authorities, we continue to assess how the discontinuation of existing benchmark rates could materially affect our business, financial condition and results of operations.

Litigation in the mortgage industry related to securitizations against issuers, sellers, servicers, originators, underwriters and others may adversely affect our business operations.

As defaults, delinquencies, foreclosures, and losses in the real estate market occur, there have been lawsuits by various investors, insurers, underwriters and others against various participants in securitizations, such as sponsors, depositors, underwriters, servicers and loan sellers. Some lawsuits have alleged that the mortgage loans had origination defects, that there were misrepresentations made about the mortgage loans and that the parties failed to properly disclose the quality of the mortgage loans or repurchase defective loans wherein servicing standards were not maintained or that there were other misrepresentations or false representations. Historically, we both securitized and sold mortgage loans to third parties that may have been deposited or included in pools for securitizations. As a result, we may incur significant legal and other expenses in defending against claims and litigation and we may be required to pay settlement costs, damages, penalties or other charges which could adversely affect our financial condition and results of operations.

Risks Related to Regulation

Loss or suspension of our approvals, or limitations placed on our delivery volume, or the potential limitation or wind-down of, the role Fannie Mae, Freddie Mac and Ginnie Mae play in the residential mortgage-backed security (MBS) market have had, and could continue to have, an adverse effect on our business, operations and financial condition.

21

We originate loans which are intended to be eligible for sale to Fannie Mae, Freddie Mac, (together, the GSEs), government insured or guaranteed loans, such as FHA, VA and USDA loans, and loans eligible for Ginnie Mae securities issuance (collectively, the Agencies), in addition to other investors and counterparties (collectively, the Counterparties). We also have serviced loans sold to the GSEs, as well as securitized with the Agencies and other Counterparties. The role of the GSEs, Agencies, and Counterparties may become limited over time in their ability to guarantee mortgages or purchase mortgage loans. Conversely, the GSEs, Agencies, and Counterparties may propose to implement reforms relating to borrowers, lenders, and investors in the mortgage market, including reducing the maximum size of a purchasable loan, phasing-in a minimum down payment requirement for borrowers, changing underwriting standards, and increasing accountability and transparency in the securitization process. The GSEs, Agencies, and Counterparties may also limit the amount of loans a company can sell to them based upon the company’s net worth or the performance of loans sold to them. These limitations and reforms could negatively impact our financial condition, net earnings and growth.

We have historically serviced loans on behalf of Fannie Mae and Freddie Mac, as well as loans that have been delivered into securitization programs sponsored by Ginnie Mae and other Counterparties in connection with the issuance of agency guaranteed mortgage-backed securities and other non-agency securitizations. These entities establish the base service fee to compensate us for servicing loans as well as the assessment of fines and penalties that may be imposed upon us for failing to meet servicing standards.

The extent and timing of any regulatory reform regarding the GSEs, Agencies, Counterparties and the home mortgage market, as well as any effect on the Company’s business operations and financial results, are uncertain. It is important for us to sell or securitize the loans we originate and, when doing so, maintain the option to also sell the related MSR's associated with these loans. Prepayment speeds on loans generated through our retail direct channel have been a concern for some investors dating back to 2016, which has resulted and could further result in adverse pricing or delays in our ability to sell or securitize loans and related MSRs on a timely and profitable basis.  During the fourth quarter of 2017, Fannie Mae sufficiently limited the manner and volume for our deliveries of eligible loans such that we elected to cease deliveries to them and we expanded our whole loan investor base for these loans.  In 2019, with the creation of the uniform mortgage-backed securities (UMBS) market, which was intended to improve liquidity and align prepayment speeds across Fannie Mae and Freddie Mac securities, Freddie Mac raised concerns about the high prepayment speeds of our loans generated through our retail direct channel. We have continued to expand our investor base and complete servicing released loan sales to non-GSE whole loan investors and expect to continue to utilize these alternative exit strategies for Fannie Mae and Freddie Mac eligible loans.  In July 2020, we received notification from Freddie Mac that our eligibility to sell whole loans to Freddie Mac was suspended, without cause.  While we believe that the overall volume delivered under purchase commitments to the GSEs was immaterial prior to the notification, we are committed to operating actively and in good standing with our broad range of capital markets counterparties. We continue to take steps to manage our prepayment speeds to be more consistent with our industry comparables and to reestablish the full confidence and delivery mechanisms to our investor base, but we cannot provide any assurance that our eligibility to sell whole loans to Freddie Mac will be restored.

Substantive changes to risk-based and collateral eligibility requirements by any of the GSEs, Agencies or Counterparties may affect our ability to originate, deliver or securitize loans. These changes may also be implemented by a GSE, Agency or Counterparty without advance notice. If the GSEs, Agencies or Counterparties cease to exist, wind down, or otherwise significantly change their business operations or if we lose our approved seller/servicer or approved counterparty status with the GSEs, Agencies or Counterparties, or if one of these parties materially limits the amount of loans we can sell to them, or we are otherwise unable to sell loans to them there could be a material adverse effect on our mortgage lending operations, financial condition, results of operations, and cash flows.

Regulatory laws affecting our operations, or interpretations of them, may affect our mortgage lending operations.

Existing laws, regulations, or regulatory policies and changes thereto or to the way they are interpreted can affect whether and to what extent we may be able to expand our mortgage lending activities and compliance with such requirements could expose us to fines, penalties or licensing restrictions that could affect our operations. Many states and local governments and the Federal government have enacted or may enact laws or regulations that restrict or prohibit some provisions in some programs or businesses that we currently participate in or plan to participate in the future. As such, we cannot be sure that in the future we will be able to engage in activities that were similar to those we engaged or participated in in the past thereby limiting our ability to commence new operations. As a result, we might be at a competitive disadvantage which would affect our operations and profitability.

22

We are subject to federal, state and local laws and regulations related to the mortgage industry that generally regulate interest rates and other charges, require certain disclosures, and require applicable licensing. In addition, other state and local laws, public policy and general principles of equity relating to the protection of consumers, unfair and deceptive practices and debt collection practices may apply to the origination, servicing and collection of our loans. Violations of certain provisions of these federal and state laws and regulations may limit our ability to collect all or part of the principal of or interest on the loans and in addition could subject us to damages and additional lawsuits, could result in the mortgagors rescinding the loans whether held by us or subsequent holders of the loans, or could cause us to repurchase the loan and thereby suffer a loss on the transaction. In addition, such violations could subject us to fines and penalties imposed by state and federal regulators and cause us to be in default under our credit and repurchase lines and could result in the loss of licenses held by us including the ability to expand or continue lending in certain areas.

The regulatory changes in loan originator compensation, qualified mortgage requirements and other regulatory restrictions may put us at a competitive disadvantage to our competitors. Since some banks and financial institutions are not subject to the same regulatory changes as mortgage lenders, they could have an advantage over independent mortgage lenders. As a result of the nature of our operations, our capital, costs, source of funds and other similar factors may affect our ability to maintain and grow lending.

The CFPB has implemented rules and interpretations with strict residential mortgage loan compliance and underwriting standards as called for in the Dodd-Frank Act. The Act imposes significant liability for violation of those underwriting standards, and offers certain protection from that liability only for loans that comply with tight limitations and that do not contain certain alternative features (like balloon payments or interest only provisions). Those requirements and subsequent changes may affect our ability to originate residential mortgage loans or the profitability of those operations.

The CFPB continues to be active in its monitoring of the loan origination and servicing sectors, and its rules increase our regulatory compliance burden and associated costs.

We are subject to the regulatory, supervisory and examination authority of the CFPB, which has oversight of federal and state non-depository lending and servicing institutions, including residential mortgage originators and loan servicers. The CFPB has rulemaking authority with respect to many of the federal consumer protection laws applicable to mortgage lenders and servicers, including TILA and RESPA and the Fair Debt Collections Practices Act. The CFPB has issued a number of regulations under the Dodd-Frank Act relating to loan origination and servicing activities, including ability-to-repay and “Qualified Mortgage” standards and other origination standards and practices as well as servicing requirements that address, among other things, periodic billing statements, certain notices and acknowledgements, prompt crediting of borrowers’ accounts for payments received, additional notice, review and timing requirements with respect to delinquent borrowers, loss mitigation, prompt investigation of complaints by borrowers, and lender-placed insurance notices. The CFPB has also amended provisions of Home Ownership and Equity Protection Act regarding the determination of high-cost mortgages, and of Regulation B, to implement additional requirements under the Equal Credit Opportunity Act with respect to valuations, including appraisals and automated valuation models. The CFPB has also issued guidance to loan servicers to address potential risks to borrowers that may arise in connection with transfers of servicing. Additionally, the CFPB has increased the focus on lender liability and vendor management across the mortgage servicing and settlement services industries, which may vary depending on the services being performed.

The CFPB’s examinations have increased, and will likely continue to increase, our administrative and compliance costs. They could also greatly influence the availability and cost of residential mortgage credit and increase servicing costs and risks. These increased costs of compliance, the effect of these rules on the lending industry and loan servicing, and any failure in our ability to comply with the new rules by their effective dates, could be detrimental to our business. The CFPB also issued guidelines on sending examiners to banks and other institutions that service and/or originate mortgages to assess whether consumers’ interests are protected. The CFPB has conducted routine examinations of our business and will conduct future examinations.

The CFPB also has broad enforcement powers, and can order, among other things, rescission or reformation of contracts, the refund of moneys or the return of real property, restitution, disgorgement or compensation for unjust enrichment, the payment of damages or other monetary relief, public notifications regarding violations, limits on activities or functions, remediation of practices, external compliance monitoring and civil money penalties. The CFPB has been

23

active in investigations and enforcement actions and, when necessary, has issued civil money penalties to parties the CFPB determines have violated the laws and regulations it enforces. We anticipate an increase in regulatory enforcement activity by the CFPB under the new Biden administration.  Our failure to comply with the federal consumer protection laws, rules and regulations to which we are subject, whether actual or alleged, could expose us to enforcement actions or potential litigation liabilities.

In addition, the occurrence of one or more of the foregoing events or a determination by any court or regulatory agency that our policies and procedures do not comply with applicable law could impact our business operations. For example, if the violation is related to our servicing operations it could lead to downgrades by one or more rating agencies, a transfer of our servicing responsibilities, increased delinquencies on mortgage loans we service or any combination of these events. Such a determination could also require us to modify our servicing standards. The expense of complying with new or modified servicing standards may be substantial. Any such changes or revisions may have a material impact on our servicing operations, which could be detrimental to our business.

Regulatory proceedings and related matters could adversely affect us.

We have been, and may in the future become, involved in regulatory proceedings. We consider most of the proceedings to be in the normal course of our business or typical for the industry; however, it is inherently difficult to assess the outcome of these matters, and we may not prevail in any proceedings or litigation. There could be substantial cost and management diversion in such litigation and proceedings, and any adverse determination could have a material adverse effect on our business, reputation, or our financial condition and results of our operations.

Risks Related to Our Common Stock

If we do not continue to satisfy the NYSE American continued listing requirements, our common stock could be delisted from the NYSE American.

The listing of our common stock on the NYSE American is contingent on our compliance with the NYSE American’s conditions for continued listing, including requirements relating to maintaining minimum stockholders’ equity. We cannot assure you that we will be able to meet those listing conditions. If the NYSE American delists our common stock from trading on its exchange due to our failure to meet the NYSE American’s listing conditions, we and our securityholders could face significant material adverse consequences, including:

a limited availability of market quotations for our securities;

 a reduced level of trading activity in the secondary trading market for our securities;

a limited amount of analyst coverage; and

a decreased ability to issue additional securities or obtain additional financing in the future.

Our share price has been and may continue to be volatile and the trading of our shares may be limited.

The market price of our securities has been volatile. We cannot guarantee that a consistently active trading market for our securities will continue. In addition, there can be no assurances that such markets will continue or that any shares which may be purchased may be sold without incurring a loss. Any such market price variation of our shares may not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value, and may not be indicative of the market price for the shares in the future. The market price of our common stock is likely to continue to be highly volatile and could be significantly affected by factors including:

unanticipated fluctuations in our operating results;
general market and mortgage industry conditions;
mortgage and real estate fees;
delinquencies and defaults on outstanding mortgages;
loss severities on loans and REO;

24

prepayments on mortgages;
the regulatory environment and results of our mortgage originations;
mark to market adjustments related to the fair value of loans held-for-sale, mortgage servicing rights, long-term debt and derivatives;
interest rates; and
litigation.

In addition, significant price and volume fluctuations in the stock market have particularly affected the market prices for the securities of mortgage companies such as ours. Furthermore, general conditions in the mortgage industry may adversely affect the market price of our securities. These broad market fluctuations have adversely affected and may continue to adversely affect the market price of our securities. If our results of operations fail to meet the expectations of security analysts or investors in a future quarter, the market price of our securities could also be materially adversely affected and we may experience difficulty in raising capital.

Issuances of additional shares of our common stock or other securities may adversely affect the market price of our common stock and significantly dilute stockholders.

In order to support our business objectives, we may raise capital through the sale of equity or convertible securities. The issuance or sale, or the proposed sale, of substantial amounts of our common stock or other securities in the public market or in private transactions could materially adversely affect the market price of our common stock or other outstanding securities and dilute our book value per share.

We do not expect to pay dividends in the foreseeable future and we may be restricted in paying dividends on our common stock.

We do not anticipate paying any dividends on our common stock in the foreseeable future as we intend to retain any future earnings for funding growth. In addition, our existing and any future warehouse facilities or other contracts may contain covenants prohibiting dividend payments upon an occurrence of a default or otherwise. We also are prohibited from paying dividends on our common stock until our preferred stock dividends are paid under the terms of our Series B Preferred Stock. As of December 31, 2021, we had cumulative undeclared dividends in arrears of approximately $19.1 million, or approximately $28.71 per outstanding share of Series B Preferred Stock. Additionally, every quarter the cumulative undeclared dividends in arrears increases by $0.5859 per Preferred B share, or approximately $390 thousand.  As a result, you should not rely on an investment in our stock if you require dividend income. Capital appreciation, if any, of our stock may be your sole source of gain for the foreseeable future.

Our principal stockholders beneficially own a large portion of our stock, and accordingly, may have control over stockholder matters and sales may adversely affect the market price of our common stock.

As of February 28, 2022, Todd M. Pickup and Richard H. Pickup, and their respective affiliates beneficially owned approximately 13.6% and 31.1%, respectively, of our outstanding common stock. Their beneficial ownership includes 395,349 shares and 534,884 shares of our common stock that Todd Pickup and Richard Pickup, respectively, has the right to acquire at any time by converting the outstanding $20.0 million in principal balance of Amended Convertible Notes due May 9, 2022, at the initial conversion price of $21.50 per share. Additionally, their beneficial ownership also includes 85,060 and 116,957 warrants that Todd Pickup and Richard Pickup, respectively, has the right to acquire at any time by converting the warrants that expire April 15, 2025, at a cash exercise price of $2.97 per share .  These stockholders could exercise significant influence over our Company. Such ownership may have the effect of control over substantially all matters requiring stockholder approval, including the election of directors. Furthermore, such ownership and control may have the effect of delaying or preventing a change in control of our Company, impeding a merger, consolidation, takeover or other business combination involving our Company or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of our Company. We do not expect that these stockholders will vote together as a group. In addition, sales of significant amounts of shares held by these stockholders, or the prospect of these sales, could adversely affect the market price of our common stock.

25

Provisions in our charter documents and Maryland law, as well as our NOL Rights Plan, impose limitations that may delay or prevent our acquisition by a third party.

Our charter and bylaws contain provisions that may make it more difficult for a third party to acquire control of us without the approval of our board of directors. These provisions include, among other things, advance notice for raising business issues or making nominations at meetings and blank check preferred stock that allows our board of directors, without stockholder approval, to designate and issue additional series of preferred stock with rights and terms as our board of directors may determine, including rights to dividends and proceeds in a liquidation that are senior to our common stock.

We are also subject to certain provisions of the Maryland General Corporation Law, which could delay, prevent or deter a merger, acquisition, tender offer, proxy contest or other transaction that might otherwise result in our stockholders receiving a premium over the price for their common stock or may otherwise be in the best interests of our stockholders. This includes the “business combinations” statute that prohibits transactions between a Maryland corporation and “interested stockholders,” which is any person who beneficially owns 10% or more of the voting power of our then-outstanding voting stock for a period of five years unless the board of directors approved the transaction prior to the party’s becoming an interested stockholder. The five-year period runs from the most recent date on which the interested stockholder became an interested stockholder. The law also requires a super majority stockholder vote for such transactions after the end of the five-year period.

Maryland law also provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by a vote of two-thirds of the shares eligible to vote. The control share acquisition statute would not apply to shares acquired in a merger, consolidation or share exchange if we were a party to the transaction. The control share acquisition statute could have the effect of discouraging offers to acquire us and of increasing the difficulty of consummating any such offers, even if our acquisition would be in our stockholders’ best interests.

We have also adopted an NOL rights plan, pursuant to which each share of common stock also has a “right” attached to it. Although the NOL rights plan was adopted to help preserve the value of certain deferred tax benefits, including those generated by net operating losses, it also has the effect of deterring or delaying an acquisition of our Company by a third party. The rights are not exercisable except upon the occurrence of certain takeover-related events—most importantly, the acquisition by a third party (the “Acquiring Person”) of more than 4.99% of our outstanding voting shares. Once triggered, the rights entitle the stockholders, other than the Acquiring Person, to certain “flip-in”, “flip-over” and exchange rights. The effect of triggering the rights is to expose the Acquiring Person to severe dilution of its ownership interest, as the shares of our common stock (or any surviving corporation) are offered to all of the stockholders other than the Acquiring Person at a steep discount to their market value. We have in the past, and may in the future, grant waivers to the limitations imposed by our NOL rights plan. This may affect the holdings of those shareholders who obtained the waivers and may affect the protection of, and hence the ability to make use of, our NOL’s.        

       

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2.  PROPERTIES

Our primary executive and administrative offices are located at 19500 Jamboree Road, Irvine, California 92612 where we have a premises lease expiring in September 2024. The premises consist of four floors where we occupy approximately 119,600 square feet.

ITEM 3.  LEGAL PROCEEDINGS

Information with respect to this item may be found in Note 13 – Commitments and Contingencies in the Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K, which information is incorporated herein by reference.

26

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES

Our common stock is currently listed on the NYSE American under the symbol “IMH”.

On March 4, 2022, the last quoted price of our common stock on the NYSE American was $0.75 per share. As of March 4, 2022, there were 174 holders of record, including holders who are nominees for an undetermined number of beneficial owners, of our common stock.

Our Board of Directors authorizes in its discretion the payment of cash dividends on its common stock, subject to an ongoing review of our profitability, liquidity and future operating cash requirements. We and some of our subsidiaries are subject to restrictions under our warehouse borrowings and long-term debt agreements on our ability to pay dividends if there is an event of default or otherwise. Plus, certain debt arrangements require the maintenance of ratios and contain restrictive financial covenants that could limit our ability, and the ability of our subsidiaries, to pay dividends. Furthermore, we will be prohibited from paying dividends on our common stock until we satisfy all of the outstanding dividends owed on our preferred stock. As of December 31, 2021, we had cumulative undeclared dividends in arrears of approximately $19.1 million, or approximately $28.71 per outstanding share of Series B Preferred Stock. Additionally, every quarter the cumulative undeclared dividends in arrears increases by $0.5859 per Preferred B share, or approximately $390 thousand.  The Board of Directors did not declare cash dividends on our common stock during the years ended December 31, 2021 and 2020. We do not expect to declare or pay any cash dividends on our common stock in the foreseeable future.

ITEM 6. RESERVED

27

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial condition and results of operations contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Refer to Item 1. “Business—Forward- Looking Statements” for a complete description of forward-looking statements. Refer to Item 1. “Business” for information on our businesses and operating segments.

Amounts are presented in thousands, except per share data or as otherwise indicated.

Market Conditions

The U.S. economy continued its recovery during 2021 despite concerns over rising inflation and a surge in COVID-19 cases in the second half of the year. As previously discussed, the COVID-19 pandemic has resulted in disruption to business and economic activity as well as to the capital markets. COVID-19's effects in the U.S. and globally have been extreme, and the duration of the pandemic and its ultimate repercussions continue to remain unclear. Unprecedented government economic intervention, including additional government support enacted during the first quarter of 2021, has likely dampened the pandemic's effects, but at uncertain long-term cost. However, these government support measures combined with progress on vaccinations along with the easing and removal of many restrictions by states, have helped speed the economic recovery along considerably. These actions as well as several other factors, including supply chain breakdowns and labor shortages, have contributed to higher inflation, which rose above the Federal Reserve Board’s (FRB) target inflation rate in 2021. U.S. Gross Domestic Product (GDP) grew at an estimated annual rate of 5.7 percent in 2021, while the U.S. economy added over 1.7 million jobs during 2021 and the total unemployment rate fell to 3.9 percent at December 2021 as compared with 6.7 percent at December 2020. In December 2021, the FRB decided to hold short-term interest rates steady (at near zero) while announcing it will accelerate the reduction of its monthly bond buying program, which will bring the program to an end in early 2022. It is expected the FRB will start increasing short-term interest rates in 2022 after the completion of its bond buying program.

Although the U.S. economy continued to improve during 2021, the impact of the COVID-19 pandemic, including the emergence of new variants, and higher inflation on economic conditions both in the United States and abroad continues to create global uncertainty about the future economic environment, including the pace and extent of the economic recovery.  Concerns over interest rate levels, energy prices, domestic and global policy issues, trade policy in the U.S. and geopolitical events as well as the implications of those events on the markets in general further add to the global uncertainty. Interest rate levels and energy prices, in combination with global economic conditions, fiscal and monetary policy and the level of regulatory and government scrutiny of financial institutions will continue to impact our results in 2022 and beyond.

28

Selected Financial Results for 2021 and 2020

For the Three Months Ended

For the Year Ended

    

December 31, 

    

September 30, 

    

December 31, 

    

December 31, 

    

December 31, 

(in thousands, except per share data)

2021

2021

2020

2021

2020

Revenues:

Gain on sale of loans, net

$

14,861

$

19,608

$

21,455

$

65,294

$

14,004

Servicing (expense) fees, net

 

(39)

 

(124)

 

(131)

 

(432)

 

3,603

(Loss) gain on mortgage servicing rights, net

 

(68)

 

101

 

(1,624)

 

34

 

(28,509)

Real estate services fees, net

 

212

 

244

 

294

 

1,144

 

1,312

Other

 

(29)

 

(11)

 

3

 

279

 

1,498

Total revenues, net

 

14,937

 

19,818

 

19,997

 

66,319

 

(8,092)

Expenses:

Personnel expense

 

13,204

 

12,685

 

13,255

 

52,778

 

52,880

Business promotion

 

2,249

 

2,185

 

552

 

7,395

 

3,859

General, administrative and other

 

5,040

 

4,927

 

6,116

 

21,031

 

24,534

Total expenses

 

20,493

 

19,797

 

19,923

 

81,204

 

81,273

Operating (loss) earnings:

 

(5,556)

 

21

 

74

 

(14,885)

 

(89,365)

Other income (expense):

Net interest income

 

403

 

777

 

708

 

2,398

 

5,137

Change in fair value of long-term debt

 

1,459

(1,803)

(1,802)

2,098

1,899

Change in fair value of net trust assets

 

7,284

 

3,112

 

(1,092)

 

6,582

 

(5,688)

Total other income (expense)

 

9,146

 

2,086

 

(2,186)

 

11,078

 

1,348

Earnings (loss) before income taxes

 

3,590

 

2,107

 

(2,112)

 

(3,807)

 

(88,017)

Income tax expense

 

8

 

21

 

78

 

71

 

133

Net earnings (loss)

$

3,582

$

2,086

$

(2,190)

$

(3,878)

$

(88,150)

Other comprehensive earnings (loss):

Change in fair value of instrument specific credit risk

(1,148)

631

505

(2,722)

(20)

Total comprehensive earnings (loss)

$

2,434

$

2,717

$

(1,685)

$

(6,600)

$

(88,170)

Diluted weighted average common shares

 

21,359

 

21,345

 

21,255

 

21,332

 

21,251

Diluted earnings (loss) per share

$

0.15

$

0.08

$

(0.10)

$

(0.22)

$

(4.15)

Status of Operations

For the year ended December 31, 2021, net loss was $3.9 million, or $0.22 per diluted common share, as compared to net loss of $88.2 million, or $4.15 per diluted common share in 2020.  For the quarter ended December 31, 2021, net earnings were $3.6 million, or $0.15 per diluted common share, as compared to net loss of $2.2 million, or $0.10 per diluted common share in the fourth quarter of 2020, and net earnings of $2.1 million, or $0.08 per diluted common share, in the third quarter of 2021.  

Net loss for the year ended December 31, 2021 decreased to $3.9 million as compared to $88.2 million for the year ended December 31, 2021.  The year over year decrease in net loss was primarily due to a $51.3 million increase in gain on sale of loans, net, a $28.5 million decrease in loss on sale of mortgage servicing rights, net, as well as a $9.7 million increase in other income.  The increase in gain on sale of loans, net for 2021 was due to origination volumes increasing to $2.9 billion, with margins of 225 basis points (bps), as compared to $2.7 billion in originations in 2020, with margins of approximately 51 bps.  Margins increased year over year primarily due to the aforementioned temporary suspension of lending in 2020, as well as an increase in NonQM production.  The decrease in loss on sale of mortgage servicing rights, net was due to a $28.5 million reduction as a result of the sale of $4.2 billion in unpaid principal balance (UPB) of Freddie Mac and GNMA MSRs in the second and third quarters of 2020 resulting in losses of $6.5 million, as well as losses of $22.0 million resulting from changes in fair value of MSRs as a result of prepayments and prepayment assumptions during 2020.  Additionally, other income increased $9.7 million year over year primarily due to a decrease in residual discount rates on the long-term mortgage portfolio.

Non-GAAP Financial Measures

For the year ended December 31, 2021, core loss before tax (as defined below) was $12.4 million, or $0.58 per diluted common share, as compared to core loss before tax of $58.7 million, or $2.76 per diluted common share, in 2020.  For the quarter ended December 31, 2021, core loss before tax was $5.0 million, or $0.23 per diluted common share, as compared to core earnings before tax of $3.3 million, or $0.16 per diluted common share, for the fourth quarter of 2020,

29

and core earnings before tax of $810 thousand, or $0.04 per diluted common share, for the third quarter of 2021.

To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (GAAP), we use the following non-GAAP financial measures: core (loss) earnings before tax and diluted core (loss) earnings per share before tax.  Core (loss) earnings and diluted core (loss) earnings per share are financial measurements calculated by adjusting GAAP net (loss) earnings before tax to exclude certain non-cash items, such as fair value adjustments and mark-to-market of mortgage servicing rights (MSRs), and legacy non-recurring expenses.  The fair value adjustments are non-cash items which management believes should be excluded when discussing our ongoing and future operations.  We use core (loss) earnings before tax as we believe that it more accurately reflects our current business operations of mortgage originations and further aids our investors in understanding and analyzing our core operating results and comparing them among periods. These non-GAAP financial measures are not intended to be considered in isolation or as a substitute for net earnings (loss) before income taxes, net (loss) earnings or diluted (loss) earnings per common share (EPS) prepared in accordance with GAAP.  The tables below provide a reconciliation of net earnings (loss) before tax and diluted earnings (loss) per common share to non-GAAP core (loss) earnings before tax and per common share non-GAAP core (loss) earnings before tax:

For the Three Months Ended

For the Year Ended

    

December 31, 

    

September 30, 

    

December 31, 

    

December 31, 

    

December 31, 

(in thousands, except per share data)

2021

2021

2020

2021

2020

Net earnings (loss) before tax:

$

3,590

$

2,107

$

(2,112)

$

(3,807)

$

(88,017)

Change in fair value of mortgage servicing rights

(32)

(150)

1,621

(221)

24,229

Change in fair value of long-term debt

(1,459)

1,803

1,802

(2,098)

(1,899)

Change in fair value of net trust assets, including trust REO gains

(7,284)

(3,112)

1,092

(6,582)

5,688

Legal settlements and professional fees, for legacy matters (1)

750

750

Legacy corporate-owned life insurance (2)

166

162

150

330

577

Core (loss) earnings before tax

$

(5,019)

$

810

$

3,303

$

(12,378)

$

(58,672)

Diluted weighted average common shares

21,359

21,345

21,255

21,332

21,251

Diluted core (loss) earnings per common share before tax

$

(0.23)

$

0.04

$

0.16

$

(0.58)

$

(2.76)

Diluted earnings (loss) per common share

$

0.15

$

0.08

$

(0.10)

$

(0.22)

$

(4.15)

Adjustments:

Income tax benefit

0.01

Cumulative non-declared dividends on preferred stock

0.02

0.02

0.04

Change in fair value of mortgage servicing rights

(0.01)

0.08

(0.01)

1.14

Change in fair value of long-term debt

(0.07)

0.08

0.08

(0.10)

(0.09)

Change in fair value of net trust assets, including trust REO gains

(0.34)

(0.14)

0.05

(0.31)

0.26

Legal settlements and professional fees, for legacy matters

0.04

0.04

Legacy corporate-owned life insurance

0.01

0.01

0.01

0.02

0.03

Diluted core (loss) earnings per common share before tax

$

(0.23)

$

0.04

$

0.16

$

(0.58)

$

(2.76)

Key Metrics

Total mortgage originations volumes were $759.4 million in the fourth quarter of 2021 and $2.9 billion in 2021 as compared to $810.0 million in the fourth quarter of 2020 and $2.7 billion in 2020.
NonQM mortgage origination volumes increased to $382.1 million in the fourth quarter of 2021 and $683.6 million in 2021 as compared to $2.2 million in the fourth quarter of 2020 and $264.0 million in 2020.

30

Gain on sale of loans, net decreased to $14.9 million, with margins of approximately 196 bps in the fourth quarter of 2021 as compared to $21.5 million, with margins of approximately 265 bps in the fourth quarter of 2020.  Gain on sale of loans, net increased to $65.3 million, with margins of approximately 225 bps for 2021 as compared to $14.0 million, with margins of approximately 51 bps for 2020.
Mortgage servicing portfolio increased to $71.8 million at December 31, 2021 as compared to $30.5 million at December 31, 2020.
Servicing (expense) fees, net was an expense of $39 thousand in the fourth quarter of 2021 and expense of $432 thousand in 2021, as compared to expense of $131 thousand in the fourth quarter of 2020 and net servicing fees of $3.6 million in 2020.
Operating expenses (personnel, business promotion and general, administrative and other) remained relatively flat at $20.5 million in the fourth quarter of 2021 and $81.2 million in 2021 as compared to $19.9 million in the fourth quarter of 2020 and $81.3 million in 2020.

Mortgage Lending

During the year ended 2021, total originations increased 6% to $2.9 billion as compared to $2.7 billion in 2020.  Retail originations represented the largest channel of originations with 80%, or $2.3 billion, of total originations in 2021, which was down from 90% of total originations, or $2.5 billion, in 2020.  The reduction in retail originations was due to our pivot during the first quarter of 2021, to shift our origination focus to originate NonQM in both our Retail and third-party originator (TPO) channels.  For the fourth quarter of 2021, our total originations decreased to $759.4 million, a 6% decrease, as compared to $810.0 million for the fourth quarter of 2020.  The increase in originations as compared 2020, was the result of our temporary suspension of lending activities during 2020, due to uncertainty caused by the COVID-19 pandemic.  We continue to manage our headcount, pipeline and capacity to balance the risks inherent in an aggregation execution model.

For the year ended December 31, 

(in millions)

    

2021

    

%

    

2020

    

%

 

Originations by Channel:

Retail

$

2,318.3

 

80

%

$

2,477.5

 

90

%

Wholesale

 

585.1

 

20

 

215.0

 

8

Correspondent

 

 

0

 

54.4

 

2

Total originations

$

2,903.4

 

100

%

$

2,746.9

 

100

%

Our loan products include conventional loans for Fannie Mae and Freddie Mac, NonQM, jumbo and government loans insured by FHA, VA and USDA.

Originations by Loan Type:

For the Year Ended December 31, 

(in millions)

    

2021

    

2020

    

% Change

Conventional

$

2,096.9

$

2,401.6

(13)

%

NonQM

683.6

264.0

159

Jumbo

73.7

10.7

589

Government (1)

49.2

70.6

(30)

Total originations

$

2,903.4

$

2,746.9

6

%

Weighted average FICO (2)

 

759

 

762

Weighted average LTV (3)

 

57.7%

 

60.5%

Weighted average coupon

 

3.14%

 

3.37%

Avg. loan size (in thousands)

$

362.4

$

367.9

(1) Includes government-insured loans including FHA, VA and USDA.
(2) FICO—Fair Isaac Corporation credit score.
(3) LTV—loan to value—measures ratio of loan balance to estimated property value based upon third party appraisal.

31

We continue to believe there is an underserved mortgage market for borrowers with good credit who may not meet the qualified mortgage (QM) guidelines set out by the Consumer Financial Protection Bureau.  During the first quarter of 2020, prior to the disruption caused by the pandemic, we originated $261.6 million in NonQM loans and were on pace to exceed our fourth quarter 2019 NonQM originations.  As financial markets became dislocated in March 2020, spreads widened substantially on credit assets due to COVID-19 pandemic related payment delinquencies and forbearances, causing a severe decline in the values assigned by investors and counterparties for NonQM assets. The dislocation in the NonQM market diminished capital market distribution exits, increased the cost and liquidity to finance the product and reduced the ability to finance additional NonQM loans.  As a result, we paused NonQM originations in April 2020.

The third quarter of 2020 saw the re-emergence of the NonQM market including capital markets distribution exits for the product. We re-engaged lending in the NonQM market during the fourth quarter of 2020, and have continued throughout 2021 rebuilding our TPO NonQM origination team in anticipation of increasing mortgage interest rates and declining conventional margins. With the increase in mortgage interest rates and margin compression seen in conventional originations in the first quarter of 2021, we accelerated our pivot to NonQM in both our TPO and Retail channels.  During the year ended December 31, 2021, NonQM originations increased to $683.6 million, or 24% of total originations, as compared to $264.0 million, or 10% of total originations, for the year ended December 31, 2020.  In the fourth quarter of 2021, our NonQM originations exceeded conventional originations for the first time since the first quarter of 2019, which we expect to continue for the foreseeable future.

In 2021, our NonQM originations had a weighted average Fair Isaac Company credit score (FICO) of 747 and a weighted average LTV ratio of 65%.  In 2020, our NonQM originations had a weighted average FICO of 730 and a weighted average LTV ratio of 68%.  In 2021, the retail channel accounted for 28% of NonQM originations while the TPO channels accounted for 72% of NonQM production.  In 2020, the retail channel accounted for 22% of NonQM originations while the TPO channels accounted for 78% of NonQM production.

We believe the quality, consistency and performance of our NonQM originations has been demonstrated through the previous issuance of 21 securitizations since 2018, whereby our originations were represented as the largest originator in over half of the deals and represented no less than the third largest originator in the other deals.  Four of the 21 securitizations were 100% backed by Impac NonQM collateral with the senior tranches receiving AAA ratings.

For the year ended December 31, 2021, refinance volume was flat at $2.6 billion as compared to 2020. Our purchase money transactions increased 96% to $291.5 million for the year ended December 31, 2021, as compared to $148.4 million in 2020.  

For the Year Ended December 31, 

(in millions)

    

  

2021

    

%

    

2020

    

%

 

Refinance

$

2,611.9

 

90

%  

$

2,598.5

 

95

%

Purchase

 

291.5

 

10

 

148.4

 

5

Total originations

$

2,903.4

 

100

%

$

2,746.9

 

100

%

As of December 31, 2021, we have approximately 581 approved wholesale relationships with mortgage brokerage companies and are approved to lend in 47 states. While we currently have no approved correspondent relationships with banks, credit unions and mortgage companies, we are approved to lend in 50 states and anticipate reengaging correspondent lending in 2022, to further increase our NonQM footprint outside of California.

32

Mortgage Servicing

The following table includes information about our mortgage servicing portfolio:

At December 31, 

% 60+ days

At December 31, 

% 60+ days

 

(in millions)

    

2021

    

delinquent (1)

    

2020

    

delinquent (1)

 

Ginnie Mae

$

71.8

0.74

%  

$

30.5

2.00

%

Freddie Mac

0.00

0.00

Fannie Mae

0.00

0.00

Total servicing portfolio

$

71.8

0.74

%  

$

30.5

2.00

%  

Number of loans

 

136

 

50

Weighted average coupon

2.55%

2.61%

Weighted average FICO

 

742

 

738

Weighted average LTV

 

82.1%

 

85.0%

Avg. portfolio balance (in millions)

$

53.0

$

1,633.0

Avg. loan size (in thousands)

$

528.2

$

610.5

(1) Based on loan count.

At December 31 2021, the mortgage servicing portfolio increased to $71.8 million as compared to $30.5 million at December 31, 2020. We continue to sell whole loan sales on a servicing released basis to investors and selectively retain GNMA mortgage servicing.  The servicing portfolio generated net servicing expense of $ (0.4) thousand for the year ended December 31, 2021, as compared to net servicing fees of $3.6 million for the year ended December 31, 2020, as a result of the previous servicing sales in the second and third quarters of 2020 as well as portfolio runoff caused by the decrease in mortgage interest rates. Despite the increase in UPB of the servicing portfolio during 2021, we continue to recognize a servicing expense related to interim subservicing and other servicing costs due to the small UPB of our servicing portfolio.

Delinquencies within the servicing portfolio were 0.74% for 60+ days delinquent as of December 31, 2021 as compared to 2.0% as of December 31, 2020.  The decrease was the result of the small UPB of GNMA servicing we retained during the year ended December 31, 2021.

Real Estate Services  

We provide portfolio loss mitigation and real estate services including real estate owned (REO) surveillance and disposition services, default surveillance and loss recovery services, short sale and real estate brokerage services, portfolio monitoring and reporting services. The source of revenue for this segment is primarily from the long-term mortgage portfolio, along with a small number of third party clients as well.

As the long-term mortgage portfolio continues to decline, we expect real estate services and the related revenues to decline. For the year ended December 31, 2021, the real estate services segment posted a net loss of $265 thousand as compared to a net loss of $173 thousand for the year ended December 31, 2020.

Long-Term Mortgage Portfolio

The long-term mortgage portfolio primarily includes (a) the residual interests in securitizations, (b) master servicing rights from the securitizations and (c) long-term debt.

Although we have seen some stabilization and improvement in defaults, the portfolio is expected to continue to suffer losses and may continue for the foreseeable future.  Such losses have been included in estimating the fair value of the related securitized mortgage collateral and borrowings.

For the year ended December 31, 2021, our residual interest in securitizations (represented by the difference between total trust assets and total trust liabilities) generated cash flows of $3.1 million as compared to $2.1 million for the year ended December 31, 2020. The increase in cash flows from our residual interest in securitizations during 2021 was due to the historically low interest rate environment which has allowed for an increase in excess spread to be remitted to the residual holder and an increase in prepayments which have paid off older vintage bonds as well as cure over-collateralization deficiencies in certain trusts.  At December 31, 2021, our residual interest in securitizations (represented

33

by the difference between total trust assets and total trust liabilities) increased to $27.9 million compared to $16.7 million at December 31, 2020. The increase in residual fair value at December 31, 2021 was the result of a decrease in investor yield requirements for certain securitized mortgage collateral and borrowings, as well as residual discount rates, as estimated bond prices have continued to improve and corresponding yields have decreased.

For additional information regarding the long-term mortgage portfolio refer to Financial Condition and Results of Operations below.

Corporate

The corporate segment includes all corporate services groups, public company costs as well as debt expense related to the Convertible Notes and capital leases. This corporate services group supports all operating segments. A portion of the corporate services costs are allocated to the operating segments. The costs associated with being a public company, unused space for growth as well as the interest expense related to the Convertible Notes and capital leases is not allocated to our operating segments and remains in this segment.

For additional information regarding the corporate segment refer to Results of Operations by Business Segment below.

Critical Accounting Policies

We define critical accounting policies as those that are important to the portrayal of our financial condition and results of operations. Our critical accounting policies require management to make difficult and complex judgments that rely on estimates about the effect of matters that are inherently uncertain due to the effect of changing market conditions and/or consumer behavior. In determining which accounting policies meet this definition, we considered our policies with respect to the valuation of our assets and liabilities and estimates and assumptions used in determining those valuations. We believe the most critical accounting issues that require the most complex and difficult judgments and that are particularly susceptible to significant change to our financial condition and results of operations include the following:

fair value measurements;
variable interest entities and transfers of financial assets and liabilities;
repurchase reserve;
interest income and interest expense; and
income taxes.

Fair Value Measurements

Financial Accounting Standards Board—Accounting Standards Codification FASB ASC 820-10-35 defines fair value, establishes a framework for measuring fair value and outlines a fair value hierarchy based on the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (also referred to as an exit price). Fair value measurements are categorized into a three-level hierarchy based on the extent to which the measurement relies on observable market inputs in measuring fair value. Level 1, which is the highest priority in the fair value hierarchy, is based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 is based on observable market-based inputs, other than quoted prices, in active markets for similar assets or liabilities. Level 3, which is the lowest priority in the fair value hierarchy, is based on unobservable inputs. Assets and liabilities are classified within this hierarchy in their entirety based on the lowest level of any input that is significant to the fair value measurement.

The use of fair value to measure our financial instruments is fundamental to our financial statements and is a critical accounting estimate because a substantial portion of our assets and liabilities are recorded at estimated fair value. Financial instruments classified as Level 3 are generally based on unobservable inputs, and the process to determine fair value is generally more subjective and involves a high degree of management judgment and assumptions. These assumptions may have a significant effect on our estimates of fair value, and the use of different assumptions, as well as changes in market conditions and interest rates, could have a material effect on our results of operations or financial condition.

34

Mortgage loans held-for-sale—We elected to carry our mortgage loans held-for-sale originated or acquired from the mortgage lending operation at fair value. Fair value is based on quoted market prices, where available, prices for other traded mortgage loans with similar characteristics, and purchase commitments and bid information received from market participants.

Mortgage servicing rights—We elected to carry all of our mortgage servicing rights arising from our mortgage lending operation at fair value. The fair value of mortgage servicing rights is based upon a discounted cash flow model. The valuation model incorporates assumptions that market participants would use in estimating the fair value of servicing. These assumptions include estimates of prepayment speeds, discount rate, cost to service, escrow account earnings, contractual servicing fee income, prepayment and late fees, among other considerations.

Derivative financial instruments—We utilize certain derivative instruments in the ordinary course of our business to manage our exposure to changes in interest rates. These derivative instruments include to-be-announced MBS and forward loan sale commitments (TBA MBS or Hedging Instruments). We also issue interest rate lock commitments (IRLCs) to borrowers in connection with single family mortgage loan originations. We recognize all derivative instruments at fair value. The concept of fair value relating to IRLCs is no different than fair value for any other financial asset or liability: fair value is the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current market conditions. Because IRLCs do not trade in the market, the Company determines the estimated fair value based on expectations of what an investor would pay to acquire the Company’s IRLCs, which utilizes current market information for secondary market prices for underlying loan types with similar characteristics using the TBA MBS market, which is actively quoted and easily validated through external sources. The data inputs used in this valuation include, but are not limited to, loan type, underlying loan amount, note rate, loan program, and expected sale date of the loan, adjusted for current market conditions. These valuations are adjusted at the loan level to consider the servicing release premium and loan pricing adjustments specific to each loan. For all IRLCs, the base value is then adjusted for the anticipated current secondary market prices for underlying loans and estimated servicing value with similar coupons, maturities and credit quality, subject to the anticipated loan funding probability (Pull through Rate).  This value is adjusted for other costs that would be required by a market participant acquiring the IRLCs.  The fair value of the Hedging Instruments is based on the actively quoted TBA MBS market using observable inputs related to characteristics of the underlying MBS stratified by product, coupon and settlement date and are recorded in other liabilities in the consolidated balance sheets. The initial and subsequent changes in value of IRLCs and forward sale commitments are a component of gain on sale of loans, net in the consolidated statements of operations and comprehensive loss.

Long-term debt—Long-term debt (consisting of junior subordinated notes) is reported at fair value within the long-term mortgage portfolio. These securities are measured based upon an analysis prepared by management, which utilizes a discounted cash flow analysis which takes into consideration our credit risk. Unrealized gains and losses are recognized in earnings in the accompanying consolidated statements of operations and comprehensive loss as change in fair value of long-term debt. Our estimate of the fair value of the long-term debt requires us to exercise significant judgment as to the timing and amount of the future obligation. Changes in assumptions resulting from changes in our credit risk profile will affect the estimated fair value of the long-term debt and those changes are recorded as a component of net earnings. A change in assumptions associated with the improvement in our credit risk profile could result in a significant increase in the estimated fair value of the long-term debt which would result in a significant charge to net earnings.

Variable Interest Entities and Transfers of Financial Assets and Liabilities

Historically, we securitized mortgages in the form of collateralized mortgage obligations (CMO) and real estate mortgage investment conduits (REMICs), (collectively, securitizations), which were either consolidated or unconsolidated depending on the design of the securitization structure. These securitizations are evaluated for consolidation in accordance with the variable interest model of FASB ASC 810-10-25. A variable interest entity (VIE) is consolidated in the financial statements if the Company has the power to direct activities that most significantly impact the economic performance of the VIE and has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.  We consolidate certain VIEs where we are both the primary beneficiary of the residual interests in the securitization trusts as well as the master servicer.  Being the master servicer provides control over the collateral through the ability to direct the servicers to take specific loss mitigation efforts. The assets and liabilities that are included in the consolidated VIEs include the mortgage loans and real estate owned collateralizing the debt securities which are included in securitized mortgage trust assets on our consolidated balance sheets and the debt securities payable to investors which are included in securitized mortgage trust liabilities on our accompanying consolidated balance sheets.

35

For consolidated securitizations that are structured as secured borrowings, we recognize interest income over the life of the securitized mortgage collateral and interest expense incurred for the securitized mortgage borrowings.

Investors in the securities issued by the securitization trust have no recourse to our non-securitized assets or to us and have no ability to require us to provide additional assets, but rather have recourse only to the assets transferred to the trust.

Repurchase Reserve

When we sell loans through whole loan sales we are required to make normal and customary representations and warranties about the loans to the purchaser. Our whole loan sale agreements generally require us to repurchase loans if we breach a representation or warranty given to the loan purchaser. In addition, we may be required to repurchase loans as a result of borrower fraud or if a payment default occurs on a mortgage loan shortly after its sale.

Investors may request us to repurchase loans or to indemnify them against losses on certain loans which the investors believe either do not comply with applicable representations or warranties or defaulted shortly after its purchase. Upon completion of our investigation regarding the investor claims, we may reject the investor claim, repurchase or provide indemnification on certain loans, as appropriate. We maintain a liability reserve for expected losses on dispositions of loans expected to be repurchased or on which indemnification is expected to be provided. We regularly evaluate the adequacy of this repurchase liability reserve based on trends in repurchase and indemnification requests, actual loss experience, settlement negotiations, and other relevant factors including economic conditions.

We record a provision for losses relating to such representations and warranties as part of each loan sale transaction. The method used to estimate the liability for representations and warranties is a function of the representations and warranties given and considers a combination of factors, including, but not limited to, estimated future defaults and loan repurchase rates and the potential severity of loss in the event of defaults and the probability of reimbursement by the correspondent loan seller. We establish a liability at the time loans are sold and continually update our estimated repurchase liability. The level of the repurchase liability for representations and warranties is difficult to estimate and requires considerable management judgment. The level of mortgage loan repurchase losses is dependent on economic factors, investor demand strategies, and other external conditions that may change over the lives of the underlying loans.

Interest Income and Interest Expense

Interest income on securitized mortgage collateral and interest expense on securitized mortgage borrowings are recorded using the effective interest method for the period based on the previous quarter-end’s estimated fair value. Interest expense on long-term debt is recorded using the effective interest method based on estimated future interest rates and cash flows.

Income Taxes

Provision for income taxes is calculated using the asset and liability method, which requires the recognition of deferred income taxes. Deferred tax assets and liabilities are recognized and reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain changes in the valuation allowance. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not. A valuation allowance is recognized for a deferred tax asset if, based on the weight of the available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. In making such judgments, significant weight is given to evidence that can be objectively verified. We provide a valuation allowance against deferred tax assets if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the adequacy of the valuation allowance, we consider all forms of evidence, including: (1) historic earnings or losses; (2) the ability to realize deferred tax assets through carry back to prior periods; (3) anticipated taxable income resulting from the reversal of taxable temporary differences; (4) tax planning strategies; and (5) anticipated future earnings exclusive of the reversal of taxable temporary differences.

36

Financial Condition and Results of Operations

Financial Condition

For the years ended December 31, 2021 and 2020

The following table shows the condensed consolidated balance sheets for the following periods:

(in thousands, except per share data)

    

December 31, 

    

December 31, 

    

$

    

%

 

2021

2020

Change

Change

 

ASSETS

Cash

$

29,555

$

54,150

$

(24,595)

 

(45)

%

Restricted cash

 

5,657

 

5,602

 

55

 

1

Mortgage loans held-for-sale

 

308,477

 

164,422

 

144,055

 

88

Mortgage servicing rights

 

749

 

339

 

410

 

121

Securitized mortgage trust assets

 

1,642,730

 

2,103,269

 

(460,539)

 

(22)

Other assets

 

35,603

 

41,524

 

(5,921)

 

(14)

Total assets

$

2,022,771

$

2,369,306

$

(346,535)

 

(15)

%

LIABILITIES & EQUITY

Warehouse borrowings

$

285,539

$

151,932

$

133,607

 

88

%

Convertible notes

 

20,000

 

20,000

 

 

Long-term debt (Par value; $62,000)

 

46,536

 

44,413

 

2,123

 

5

Securitized mortgage trust liabilities

 

1,614,862

 

2,086,557

 

(471,695)

 

(23)

Repurchase reserve

 

4,744

 

7,054

 

(2,310)

 

(33)

Other liabilities

 

41,154

 

43,699

 

(2,545)

 

(6)

Total liabilities

 

2,012,835

 

2,353,655

 

(340,820)

 

(14)

Total equity

 

9,936

 

15,651

 

(5,715)

 

(37)

Total liabilities and stockholders’ equity

$

2,022,771

$

2,369,306

$

(346,535)

 

(15)

%

Book and tangible book value per share

$

0.47

$

0.74

$

(0.27)

(37)

%

At December 31, 2021, cash decreased to $29.6 million from $54.2 million at December 31, 2020. Cash balances decreased primarily due to payment of operating expenses as well as an increase in warehouse line haircuts due to an increase in warehouse borrowings.  

Mortgage loans held-for-sale increased $144.1 million to $308.5 million at December 31, 2021 as compared to $164.4 million at December 31, 2020. During the year ended December 31, 2021, we had originations of $2.9 billion offset by $2.8 billion in loan sales. As a normal course of our origination and sales cycle, loans held-for-sale at the end of any period are generally sold within one or two subsequent months.

Mortgage servicing rights increased $410 thousand to $749 thousand at December 31, 2021 as compared to $339 thousand at December 31, 2020. The increase was due to additions of $536 thousand from servicing retained loan sales of $51.7 million in UPB.  At December 31, 2021, we serviced $71.8 million in UPB for others as compared to $30.5 million at December 31, 2020.

Warehouse borrowings increased $133.6 million to $285.5 million at December 31, 2021 as compared to $151.9 million at December 31, 2020. The increase was due to a $144.1 million increase in mortgage loans held-for-sale at December 31, 2021 as compared to December 31, 2020.  During 2021, we increased our warehouse lending capacity by $65 million to $615.0 million and increased our warehouse counterparties from three to four as a result of the increase in NonQM origination volumes.

Repurchase reserve decreased $2.3 million to $4.7 million at December 31, 2021 as compared to $7.1 million at December 31, 2020.  The decrease was due to $2.4 million in settlements primarily related to repurchased loans and indemnifications partially offset by $111 thousand increase in provision for repurchases as a result of an increase in originations.  

Book value per share decreased 37% to $0.47 at December 31, 2021 as compared to $0.74 at December 31, 2020.

37

Book value per common share decreased 15% to ($1.96) as of December 31, 2021, as compared to ($1.70) as of December 31, 2020 (inclusive of the remaining $51.8 million of liquidation preference on our preferred stock).  Inclusive of the Preferred B stock cumulative undeclared dividends in arrears of $19.1 million (as discussed further in Note 13 – Commitments and Contingencies of the “Notes to Consolidated Financial Statements”), book value per common share was ($2.86) as of December 31, 2021.

The changes in our trust assets and trust liabilities as summarized below.

    

December 31, 

    

December 31, 

    

$

    

%

 

2021

2020

Change

Change

 

Securitized mortgage collateral

$

1,639,251

$

2,100,175

$

(460,924)

 

(22)

%

Real estate owned (REO)

 

3,479

 

3,094

 

385

 

12

Total trust assets (1)

 

1,642,730

 

2,103,269

 

(460,539)

 

(22)

Securitized mortgage borrowings

$

1,614,862

$

2,086,557

$

(471,695)

 

(23)

%

Total trust liabilities (1)

 

1,614,862

 

2,086,557

 

(471,695)

 

(23)

Residual interests in securitizations

$

27,868

$

16,712

$

11,156

 

67

%

(1) At December 31, 2021, the UPB of trust assets and trust liabilities was approximately $1.8 billion and $1.7 billion, respectively. At December 31, 2020, the UPB of trust assets and trust liabilities was approximately $2.5 billion and $2.4 billion, respectively.

Since the consolidated securitization trusts are nonrecourse to us, trust assets and liabilities have been netted in the table above to present our interest in these trusts more simply, which are considered the residual interests in securitizations. The residual interests are represented by the fair value of securitized mortgage collateral and real estate owned, offset by the fair value of securitized mortgage borrowings. We receive cash flows from our residual interests in securitizations to the extent they are available after required distributions to bondholders and maintaining specified overcollateralization levels and other specified parameters (such as maximum delinquency and cumulative default) within the trusts. The estimated fair value of the residual interests, represented by the difference in the fair value of total trust assets and total trust liabilities, was $27.9 million at December 31, 2021 compared to $16.7 million at December 31, 2020. The increase in residual fair value at December 31, 2021 was the result of a decrease in investor yield requirements for certain securitized mortgage collateral and borrowings, as well as residual discount rates, as estimated bond prices have continued to improve and corresponding yields have decreased.

We update our collateral assumptions quarterly based on recent delinquency, default, prepayment and loss experience. Additionally, we update the forward interest rates and investor yield (discount rate) assumptions based on information derived from market participants. During the year ended December 31, 2021, actual losses declined as compared to forecasted losses for the majority of trusts, including those with residual value.  Principal payments, prepayments and liquidations of securitized mortgage collateral and securitized mortgage borrowings also contributed to the reduction in trust assets and liabilities.

The estimated fair value of securitized mortgage collateral decreased $460.9 million during 2021 primarily due to reductions in principal from borrower payments and transfers of loans to REO for single-family and multi-family collateral. Additionally, other trust assets increased $385 thousand during the year ended December 31, 2021, primarily due to a $8.0 million increase in REO from foreclosures as well as a $111 thousand increase in the net realizable value (NRV) of REO.  Partially offsetting the increase in REO was a decrease of $7.7 million in REO from liquidations.  

The estimated fair value of securitized mortgage borrowings decreased $471.7 million during 2021 primarily due to reductions in principal balances from principal payments during the period for single-family and multi-family collateral partially offset by an increase in loss assumptions.

Prior to 2008, we securitized mortgage loans by transferring originated and acquired residential single-family mortgage loans and multi-family commercial loans (the “transferred assets”) into non-recourse bankruptcy remote trusts which in turn issued tranches of bonds to investors supported only by the cash flows of the transferred assets. Because the assets and liabilities in the securitizations are nonrecourse to us, the bondholders cannot look to us for repayment of their bonds in the event of a shortfall. These securitizations were structured to include interest rate derivatives. We retained the residual interest in each trust, and in most cases would perform the master servicing function. A trustee and sub-servicer,

38

unrelated to us, was utilized for each securitization. Cash flows from the loans (the loan payments as well as liquidation of foreclosed real estate properties) collected by the loan sub-servicer are remitted to us, the master servicer. The master servicer remits payments to the trustee who remits payments to the bondholders (investors). The sub-servicer collects loan payments and performs loss mitigation activities for defaulted loans. These activities include foreclosing on properties securing defaulted loans, which results in REO. Our real estate services segment also performs loss mitigation activities for loans within the portfolio.

For the trusts we consolidate, the loans are included in the consolidated balance sheets as “securitized mortgage trust assets”, the foreclosed loans are included in the consolidated balance sheets as “real estate owned” and the various bond tranches owned by investors are included in the consolidated balance sheets as “securitized mortgage trust liabilities.” To the extent there is excess overcollateralization (as defined in the securitization agreements) in these securitization trusts, we receive cash flows from the excess interest collected monthly from the residual interest we own. Because (i) we elected the fair value option on the securitized mortgage collateral, securitized mortgage borrowings, and (ii) real estate owned is reflected at NRV, which closely approximates fair market value, the net of the trust assets and trust liabilities represents the estimated fair value of the residual interests we own.

To estimate fair value of the assets and liabilities within the securitization trusts each reporting period, management uses an industry standard valuation and analytical model that is updated monthly with current collateral, real estate, derivative, bond and cost (servicer, trustee, etc.) information for each securitization trust. We employ an internal process to validate the accuracy of the model as well as the data within this model. Forecasted assumptions sometimes referred to as “curves,” for defaults, loss severity, interest rates (LIBOR, which is currently avai