UWM (UWMC) - 2021 Q2 - Quarterly Report

PART I - FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements, management's analysis, market risk disclosures, and controls and procedures Item 1. Financial Statements This section presents the company's unaudited condensed consolidated financial statements, including balance sheets, statements of operations, equity changes, and cash flows, with detailed notes on accounting policies and financial instruments Condensed Consolidated Balance Sheets This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity as of June 30, 2021, and December 31, 2020 Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :--------------------------------- | :-------------- | :------------------ | | Cash and cash equivalents | $1,048,177 | $1,223,837 | | Mortgage loans at fair value | $12,404,112 | $7,916,515 | | Mortgage servicing rights - fair value | $2,662,556 | $1,756,864 | | Total assets | $16,844,098 | $11,493,476 | | Warehouse lines of credit | $11,249,213 | $6,941,397 | | Senior notes | $1,483,587 | $789,323 | | Total liabilities | $14,157,112 | $9,119,196 | | Total equity | $2,686,986 | $2,374,280 | Condensed Consolidated Statements of Operations This section presents the company's financial performance, including revenues, expenses, and net income for the three and six months ended June 30, 2021, and 2020 Condensed Consolidated Statements of Operations Highlights (in thousands) | Metric | For the three months ended June 30, 2021 | For the three months ended June 30, 2020 | For the six months ended June 30, 2021 | For the six months ended June 30, 2020 | | :--------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Total revenue, net | $484,652 | $830,648 | $1,674,522 | $1,286,104 | | Total expenses | $344,478 | $290,411 | $661,457 | $725,518 | | Net income | $138,712 | $539,487 | $998,717 | $559,836 | | Net income attributable to UWM Holdings Corporation | $8,264 | N/A | $56,249 | N/A | | Basic EPS (Class A common stock) | $0.08 | N/A | $0.55 | N/A | | Diluted EPS (Class A common stock) | $0.07 | N/A | $0.39 | N/A | - Net income for the three months ended June 30, 2021, decreased by $400.8 million (74.3%) compared to the same period in 2020, primarily due to a significant change in the fair value of mortgage servicing rights[10][155] - Net income for the six months ended June 30, 2021, increased by $438.9 million (78.4%) compared to the same period in 2020, driven by increased total revenues and decreased total expenses[10][156] Condensed Consolidated Statements of Changes in Equity This section details the changes in the company's equity, including net income, business combination effects, and distributions, for the period ended June 30, 2021 Condensed Consolidated Statements of Changes in Equity Highlights (in thousands) | Metric | Balance, January 1, 2021 | Balance, June 30, 2021 | | :--------------------------------- | :----------------------- | :--------------------- | | Total Equity | $2,374,280 | $2,686,986 | | Cumulative effect of change to fair value accounting for MSRs | $3,440 | N/A | | Net proceeds received from business combination transaction | $879,122 | N/A | | Net income attributable to non-controlling interest (H1 2021) | N/A | $942,468 | | Class A common stock repurchased (Q2 2021) | N/A | $(6,148) | | Non-controlling interest | $0 | $2,577,242 | - Total equity increased by $312.7 million, or 13%, from December 31, 2020, to June 30, 2021, primarily due to net income and proceeds from the business combination, partially offset by distributions[13][187] Condensed Consolidated Statements of Cash Flows This section outlines the company's cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2021, and 2020 Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | For the six months ended June 30, 2021 | For the six months ended June 30, 2020 | | :--------------------------------- | :------------------------------------ | :------------------------------------ | | Net cash used in operating activities | $(4,345,957) | $(220,810) | | Net cash (used in) provided by investing activities | $(29,565) | $237,344 | | Net cash provided by financing activities | $4,199,862 | $421,420 | | (Decrease) Increase in cash and cash equivalents | $(175,660) | $437,954 | | Cash and cash equivalents, end of the period | $1,048,177 | $571,237 | - Net cash used in operating activities significantly increased to $(4.3) billion for H1 2021, primarily driven by higher loan production, lower gain margin, and increased capitalization of mortgage servicing rights[15][182] - Net cash provided by financing activities increased to $4.2 billion for H1 2021, mainly due to increased net borrowings under warehouse lines of credit, proceeds from senior notes issuance, and the business combination transaction[15][184] Notes to Condensed Consolidated Financial Statements These notes provide detailed explanations and disclosures for the condensed consolidated financial statements, covering the company's organization, significant accounting policies, financial instruments, debt, equity, regulatory compliance, and subsequent events NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note details the company's business, the impact of its recent business combination, and key accounting policies, including the adoption of fair value accounting for Mortgage Servicing Rights - UWM Holdings Corporation engages in the origination, sale, and servicing of residential mortgage loans across the United States, approved by HUD, Ginnie Mae, Fannie Mae, and Freddie Mac[16] - The company completed a business combination (reverse recapitalization) on January 21, 2021, with UWM as the accounting acquirer, resulting in an 'Up-C' structure[17][20][21] - Effective January 1, 2021, the company adopted the fair value method for Mortgage Servicing Rights (MSRs), resulting in a $3.4 million increase to retained earnings and MSR assets[24] - Public and Private Warrants are classified as liabilities at fair value, with changes in fair value recognized in the condensed consolidated statement of operations[33] - The company adopted the 2020 Omnibus Incentive Plan, granting 3.2 million restricted stock units (RSUs) with a grant date fair value of approximately $25.2 million, vesting over three years[35] NOTE 2 – MORTGAGE LOANS AT FAIR VALUE This note provides details on the fair value of mortgage loans held for sale, including their unpaid principal balance, as of June 30, 2021, and December 31, 2020 Mortgage Loans at Fair Value (in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :--------------------------------- | :-------------- | :------------------ | | Mortgage loans, unpaid principal balance | $12,157,783 | $7,620,014 | | Mortgage loans at fair value | $12,404,112 | $7,916,515 | NOTE 3 – DERIVATIVES This note describes the company's derivative financial instruments, including Interest Rate Lock Commitments (IRLCs) and Forward Loan Sale Commitments (FLSCs), and their fair values Derivative Financial Instruments (in thousands) | Instrument | June 30, 2021 Fair Value (Assets) | June 30, 2021 Fair Value (Liabilities) | December 31, 2020 Fair Value (Assets) | December 31, 2020 Fair Value (Liabilities) | | :--------------------------------- | :--------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------- | | IRLCs | $62,566 | $5,967 | $60,248 | $670 | | FLSCs | $12,872 | $76,584 | $824 | $65,567 | | Total | $75,438 | $82,551 | $61,072 | $66,237 | - The blended average pullthrough rate for Interest Rate Lock Commitments (IRLCs) was 87% as of June 30, 2021, down from 92% as of December 31, 2020[40] NOTE 4 – ACCOUNTS RECEIVABLE, NET This note details the components of net accounts receivable, including investor receivables, servicing fees, and servicing advances, as of June 30, 2021, and December 31, 2020 Accounts Receivable, Net (in thousands) | Component | June 30, 2021 | December 31, 2020 | | :--------------------------------- | :-------------- | :------------------ | | Investor receivables | $121,296 | $100,478 | | Servicing fees | $73,900 | $55,838 | | Servicing advances | $56,647 | $60,053 | | Warehouse bank receivable | $23,125 | $3,642 | | Total Accounts Receivable, Net | $317,458 | $253,600 | NOTE 5 – MORTGAGE SERVICING RIGHTS This note provides a detailed analysis of Mortgage Servicing Rights (MSRs), including their fair value, capitalization, and key unobservable inputs used in their valuation Mortgage Servicing Rights (MSR) Assets (in thousands) | Metric | For the three months ended June 30, 2021 | For the six months ended June 30, 2021 | | :--------------------------------- | :------------------------------------- | :------------------------------------ | | Fair value, beginning of period | $2,300,434 | $1,760,304 | | Capitalization of mortgage servicing rights | $581,226 | $1,180,615 | | Total changes in fair value | $(219,104) | $(278,363) | | Fair value, end of period | $2,662,556 | $2,662,556 | Loan Servicing Income (in thousands) | Metric | For the three months ended June 30, 2021 | For the three months ended June 30, 2020 | For the six months ended June 30, 2021 | For the six months ended June 30, 2020 | | :--------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Contractual servicing fees | $143,947 | $61,393 | $266,253 | $110,513 | | Loan servicing income | $145,278 | $62,056 | $269,067 | $112,153 | Key Unobservable Inputs for MSR Fair Value | Input | June 30, 2021 | December 31, 2020 | | :--------------------------------- | :-------------- | :------------------ | | Discount rates | 9.0% — 14.5% | 9.0% — 14.5% | | Annual prepayment speeds | 8.2% — 43.6% | 8.8% — 42.2% | | Cost of servicing | $75 — $137 | $75 — $126 | Hypothetical Effect of Adverse Change in MSR Assumptions (in thousands) | Assumption | June 30, 2021 Effect on Value | December 31, 2020 Effect on Value | | :--------------------------------- | :------------------------------ | :-------------------------------- | | +10% Discount rate | $(86,955) | $(56,889) | | +10% Prepayment speeds | $(116,098) | $(87,752) | | +10% Cost of servicing | $(30,350) | $(21,643) | NOTE 6 – OTHER ASSETS This note lists other assets, such as prepaid insurance and IT service and maintenance, as of June 30, 2021, and December 31, 2020 Other Assets (in thousands) | Component | June 30, 2021 | December 31, 2020 | | :--------------------------------- | :-------------- | :------------------ | | Prepaid insurance | $25,063 | $35,230 | | Prepaid IT service and maintenance | $22,143 | $19,827 | | Total other assets | $57,007 | $57,989 | NOTE 7 – WAREHOUSE LINES OF CREDIT This note details the company's warehouse lines of credit, including outstanding balances and compliance with debt covenants, as of June 30, 2021 Warehouse Lines of Credit (in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :--------------------------------- | :-------------- | :------------------ | | Total Warehouse Lines of Credit | $11,249,213 | $6,941,397 | - Subsequent to June 30, 2021, the company temporarily increased its warehouse funding capacity by $3.8 billion to capitalize on the elimination of the 50 basis point adverse market refinance fee[55] - The company was in compliance with all debt covenants related to its warehouse lines of credit as of June 30, 2021[56] NOTE 8 – SENIOR NOTES This note provides information on the company's senior unsecured notes, including maturity dates, interest rates, and outstanding balances, as of June 30, 2021 Senior Unsecured Notes (in thousands) | Facility Type | Maturity Date | Interest Rate | Outstanding Balance at June 30, 2021 | Outstanding Balance at December 31, 2020 | | :--------------------------------- | :------------ | :------------ | :----------------------------------- | :--------------------------------------- | | 2020 Senior unsecured notes | 11/15/2025 | 5.50% | $800,000 | $800,000 | | 2021 Senior unsecured notes | 04/15/2029 | 5.50% | $700,000 | $0 | | Total Unsecured Senior Notes | N/A | 5.50% | $1,500,000 | $800,000 | - The company issued $700.0 million in 2021 Senior Notes on April 7, 2021, increasing total senior unsecured notes to $1.5 billion[57][60] - The company was in compliance with the terms of the indentures governing the 2020 and 2021 Senior Notes as of June 30, 2021[62] NOTE 9 – COMMITMENTS AND CONTINGENCIES This note outlines the company's commitments, including credit extensions to borrowers, and details the representations and warranties reserve for potential losses Representations and Warranties Reserve (in thousands) | Metric | For the three months ended June 30, 2021 | For the three months ended June 30, 2020 | For the six months ended June 30, 2021 | For the six months ended June 30, 2020 | | :--------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Balance, beginning of period | $69,297 | $49,215 | $69,542 | $46,322 | | Reserve charged to operations | $11,843 | $7,327 | $21,661 | $14,716 | | Losses realized, net | $(3,070) | $(3,246) | $(13,133) | $(7,742) | | Balance, end of period | $78,070 | $53,296 | $78,070 | $53,296 | - The company had agreed to extend credit to potential borrowers for approximately $26.5 billion as of June 30, 2021[65] NOTE 10 – VARIABLE INTEREST ENTITIES This note clarifies the company's role as the primary beneficiary of Holdings LLC, consolidating its financial results for reporting purposes - The company is the managing member and primary beneficiary of Holdings LLC, consolidating its results and operations for financial reporting purposes[66][67] - The company's financial position, performance, and cash flows effectively represent those of Holdings LLC and its subsidiaries[69] NOTE 11 – NON-CONTROLLING INTERESTS This note details the ownership structure of Holdings LLC, including the non-controlling interest held by SFS Corp., and its impact on the company's equity Ownership of Units in Holdings LLC as of June 30, 2021 | Entity | Common Units | Ownership Percentage | | :--------------------------------- | :------------- | :------------------- | | UWM Holdings Corporation (Class A) | 102,318,776 | 6.38% | | SFS Corp. (Class B) | 1,502,069,787 | 93.62% | | Balance at end of period | 1,604,388,563 | 100.00% | - The non-controlling interest balance, representing SFS Corp.'s economic interest in Holdings LLC, was $2,577,242 thousand as of June 30, 2021[8] - Future exchanges of Stapled Interests by non-controlling interest holders will result in a change in ownership and reduce or increase the non-controlling interest[71] NOTE 12 – REGULATORY NET WORTH REQUIREMENTS This note confirms the company's compliance with various regulatory net worth, liquidity, and capital ratio requirements set by agencies like HUD, Ginnie Mae, and Fannie Mae - UWM's net worth (as defined by HUD) was $2.8 billion as of June 30, 2021, exceeding the minimum requirement of $2.5 million[74] - UWM exceeded all minimum net worth ($652.9 million), liquidity ($88.7 million), and capital ratio (6%) requirements established by Ginnie Mae, Freddie Mac, and Fannie Mae as of June 30, 2021[75] NOTE 13 – FAIR VALUE MEASUREMENTS This note explains the three-level hierarchy for fair value measurements and provides a breakdown of financial instruments valued at fair value as of June 30, 2021 - Fair value measurements are classified into a three-level hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable prices for similar assets/liabilities or derived from market data), and Level 3 (significant unobservable assumptions)[77][78] Financial Instruments Measured at Fair Value (June 30, 2021, in thousands) | Description | Level 1 | Level 2 | Level 3 | Total | | :------------------------ | :------ | :-------- | :-------- | :-------- | | Assets: | | | | | | Mortgage loans at fair value | $— | $12,404,112 | $— | $12,404,112 | | IRLCs | $— | $— | $62,566 | $62,566 | | FLSCs | $— | $12,872 | $— | $12,872 | | Mortgage servicing rights | $— | $— | $2,662,556 | $2,662,556 | | Liabilities: | | | | | | IRLCs | $— | $— | $5,967 | $5,967 | | FLSCs | $— | $76,584 | $— | $76,584 | | Public and Private Warrants | $18,914 | $7,814 | $— | $26,728 | - The fair value of the 2020 and 2021 Senior Notes was estimated using Level 2 inputs, including observable trading information in inactive markets[90] NOTE 14 – RELATED PARTY TRANSACTIONS This note discloses operating expenses and other transactions with related parties, including leases and services from entities controlled by the company's founder and CEO Operating Expenses with Related Parties (in thousands) | Period | Operating Expenses | | :--------------------------------- | :----------------- | | For the three months ended June 30, 2021 | $4,300 | | For the three months ended June 30, 2020 | $3,300 | | For the six months ended June 30, 2021 | $8,500 | | For the six months ended June 30, 2020 | $6,700 | - Related party transactions include leases for the corporate campus, legal services, aircraft leases, and home appraisal services from entities controlled by the company's founder and CEO[95] NOTE 15 – INCOME TAXES This note details the company's provision for income taxes and effective tax rate, explaining the impact of non-controlling interests on tax calculations Provision for Income Taxes (in thousands) | Period | Provision for Income Taxes | | :--------------------------------- | :------------------------- | | For the three months ended June 30, 2021 | $1,462 | | For the three months ended June 30, 2020 | $750 | | For the six months ended June 30, 2021 | $14,348 | | For the six months ended June 30, 2020 | $750 | - The effective tax rate was 1.04% for Q2 2021 and 1.42% for H1 2021, primarily due to approximately 94% of earnings being attributable to non-controlling interests[98] - The company is a C Corporation subject to U.S. federal, state, and local income taxes on its attributable share of Holdings LLC's taxable income following the business combination[96] NOTE 16 – STOCK-BASED COMPENSATION This note outlines the company's stock-based compensation plan, including Restricted Stock Unit (RSU) activity and associated expenses for Q2 2021 Restricted Stock Unit (RSU) Activity (Q2 2021) | Metric | Shares | Weighted Average Grant Date Fair Value | | :--------------------------------- | :------- | :------------------------------------- | | Granted | 3,193,420 | $7.75 | | Vested | (5,170) | $7.75 | | Forfeited | (112,005) | $7.75 | | Unvested - end of period | 3,076,245 | N/A | - Stock-based compensation expense recognized for Q2 2021 was $2.3 million, with $21.6 million of unrecognized expense expected to be recognized over a weighted average period of 2.7 years[103] NOTE 17 – EARNINGS PER SHARE This note presents the basic and diluted earnings per share for Class A common stock, along with the weighted average shares outstanding for the reported periods Earnings Per Share (Class A Common Stock) | Metric | For the three months ended June 30, 2021 | For the six months ended June 30, 2021 | | :--------------------------------- | :------------------------------------- | :------------------------------------ | | Net income attributable to UWMC | $8,264 | $56,249 | | Basic EPS | $0.08 | $0.55 | | Diluted EPS | $0.07 | $0.39 | | Weighted average shares outstanding - basic | 102,760,823 | 102,908,906 | | Weighted average shares outstanding - diluted | 1,605,067,478 | 1,605,215,562 | - EPS information for periods prior to the business combination (June 30, 2020) is not presented as it would not be meaningful[106] - Diluted EPS assumes conversion of all Class D common stock to Class B and then to Class A common stock, which was determined to be dilutive[107] NOTE 18 – SUBSEQUENT EVENTS This note discloses significant events occurring after June 30, 2021, including lease amendments, dividend declarations, and additional share repurchases - Subsequent to June 30, 2021, the company amended a related party lease agreement for additional corporate campus land[109] - A cash dividend of $0.10 per share on Class A common stock was declared, payable October 6, 2021[110] - An additional 1.5 million shares of Class A common stock were repurchased for approximately $11.5 million under the authorized share repurchase plan[111] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial condition and operational results, highlighting key revenue and expense drivers, the impact of the business combination, and MSR accounting changes for the reported periods - The company is the second largest direct residential mortgage lender and the largest wholesale mortgage lender in the United States, originating primarily conforming and government loans[115] Loan Origination Volume (in thousands) | Period | 2021 | 2020 | Change | | :--------------------------------- | :----------- | :----------- | :----- | | For the three months ended June 30 | $59,210,747 | $31,137,561 | 90% | | For the six months ended June 30 | $108,304,986 | $73,579,288 | 47% | Net Income and Adjusted EBITDA (in thousands) | Metric | For the three months ended June 30, 2021 | For the three months ended June 30, 2020 | For the six months ended June 30, 2021 | For the six months ended June 30, 2020 | | :--------------------------------- | :------------------------------------- | :------------------------------------- | :------------------------------------ | :------------------------------------ | | Net income | $138,712 | $539,487 | $998,717 | $559,836 | | Adjusted EBITDA | $209,651 | $531,988 | $921,068 | $705,653 | - Loan production income decreased by 37% to $479.3 million for Q2 2021, primarily due to a 162 basis point decline in gain margin (from 243 bps to 81 bps) driven by rising interest rates and increased competition[137] - Loan servicing income increased by 134% to $145.3 million for Q2 2021 and 140% to $269.1 million for H1 2021, driven by the growing servicing portfolio size (UPB of loans serviced increased to $260.5 billion at June 30, 2021)[139][140][142] - Total expenses increased by 19% to $344.5 million for Q2 2021 (excluding MSR amortization, up $124.1 million), primarily due to a 28% increase in salaries, commissions, and benefits (driven by a 3,100 increase in headcount) and higher interest expense[150][151] - Total assets increased by $5.4 billion to $16.8 billion, and total liabilities increased by $5.0 billion to $14.2 billion, from December 31, 2020, to June 30, 2021, mainly due to increases in mortgage loans at fair value and warehouse borrowings[185][186] - The company's primary sources of liquidity include borrowings under warehouse facilities and cash flow from operations (loan sales, fees, interest, MSR sales), while primary uses include loan origination, MSR retention, and operating expenses[158] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section details the company's exposure to interest rate, credit, and counterparty risks, outlining mitigation strategies including hedging activities and stringent underwriting standards - The company is subject to interest rate risk, which impacts origination volume, MSR valuations, and net interest margin. MSRs are considered a natural hedge to the origination business[195] - A hedge strategy using forward agency or Ginnie Mae To Be Announced (TBA) securities is employed to mitigate interest rate exposure on IRLCs and mortgage loans at fair value[197][198] Sensitivity Analysis: Estimated Change in Fair Value from Hypothetical Yield Curve Shifts (June 30, 2021, in thousands) | Instrument | Down 25 bps | Up 25 bps | | :--------------------------------- | :---------- | :---------- | | Mortgage loans at fair value | $142,714 | $(157,134) | | MSRs | $(73,678) | $70,209 | | IRLCs | $222,582 | $(254,976) | | FLSCs (liabilities) | $(370,275) | $402,351 | - Credit risk, arising from borrower default and repurchase obligations, is mitigated through stringent underwriting standards, fraud detection, and a high-quality loan portfolio (weighted average LTV of 71.78% and FICO score of 752 for Q2 2021 originated loans)[202] - Counterparty risk is managed by selecting financially strong counterparties, diversifying risk, limiting credit exposures, and utilizing master netting agreements with margin requirements. No losses due to nonperformance were incurred in Q2 or H1 2021[203][204] Item 4. Controls and Procedures This section confirms the effectiveness of the company's disclosure controls and procedures as of June 30, 2021, with no material changes in internal control over financial reporting identified - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2021[212] - No changes in internal control over financial reporting were identified during the period that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[213] PART II - OTHER INFORMATION This section provides disclosures on legal proceedings, risk factors, equity security sales, material agreements, and a comprehensive list of exhibits filed with the report Item 1. Legal Proceedings This section discloses ongoing legal proceedings, including class action lawsuits for unpaid commissions, anticompetitive conduct, and overtime wages, with no anticipated material adverse financial effect - A class action complaint was filed on December 11, 2020, by independent mortgage brokers alleging unpaid commissions due to a change in UWM's commission policy[217] - Another class action complaint was filed on April 23, 2021, alleging anticompetitive conduct related to UWM's policy restricting independent mortgage advisors from working with certain market participants[218] - A class action complaint was filed on July 27, 2021, by a former employee alleging unpaid overtime wages in violation of the Fair Labor Standards Act[219] - The resolution of these legal proceedings is not currently expected to have a material adverse effect on the company's financial position, financial performance, or cash flows[216] Item 1A. Risk Factors This section highlights the risk associated with the accounting treatment of outstanding Warrants, classified as liabilities and subject to fair value remeasurement, potentially introducing financial volatility - The company's outstanding Warrants are accounted for as liabilities at fair value, subject to remeasurement at each balance sheet date[220] - Changes in the fair value of these Warrants are recognized in earnings, which may have an adverse effect on quarterly financial results and the market price of the company's securities[220] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's share repurchase program, authorized for up to $300.0 million of Class A common stock, including shares repurchased during Q2 2021 - The Board of Directors authorized a share repurchase program of up to $300.0 million of Class A common stock, effective May 11, 2021, and expiring May 11, 2023[221] Class A Common Stock Repurchase Activity (Q2 2021) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Approximate Dollar Value Remaining | | :--------------------------------- | :----------------------------- | :--------------------------- | :--------------------------------- | | April 1-30, 2021 | — | $— | $300,000 | | May 1-31, 2021 | 655,371 | $7.59 | $295,026 | | June 1-30, 2021 | 135,228 | $8.62 | $293,860 | | Total | 790,599 | $7.77 | N/A | Item 5. Other Information This section reports on material definitive agreements, specifically amendments to Master Repurchase Agreements with Citibank and Bank of America, increasing available line amounts and extending termination dates - An amendment to the Master Repurchase Agreement with Citibank, N.A. increased the available line amount to $2 billion and extended the termination date to May 26, 2023[224] - An amendment to the Master Repurchase Agreement with Bank of America, N.A. provided for an increase to the available line amount to $3 billion[225] Item 6. Exhibits This section provides a comprehensive list of all exhibits filed with the quarterly report on Form 10-Q, including agreements, certifications, and XBRL documents - Exhibits include amendments to Master Repurchase Agreements with Bank of America, N.A. and Citibank, N.A. (Exhibit 10.9.12, 10.16)[228] - Certifications from the CEO and CFO are included pursuant to SEC Rules 13a-14(a), 15d-14(a), and 18 U.S.C. Section 1350 (Exhibit 31.1, 31.2, 32.1, 32.2)[228] - XBRL Instance Document and Taxonomy Extension Documents are provided for interactive data filing (Exhibit 101.0 INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104.0)[228]