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Rithm Capital (RITM) - 2024 Q1 - Quarterly Report

FORM 10-Q Filing Information Filing Details Rithm Capital Corp. filed its Q1 2024 Form 10-Q as a large accelerated filer, with 483.5 million common shares outstanding - Rithm Capital Corp. filed its Quarterly Report on Form 10-Q for the period ended March 31, 20242 - The registrant is a large accelerated filer and has filed all required reports and interactive data files45 Common Stock and Preferred Stock Outstanding | Metric | Value | | :----- | :---- | | Common Stock Outstanding (as of April 26, 2024) | 483,477,713 shares | | Preferred Stock Series A | RITM PR A | | Preferred Stock Series B | RITM PR B | | Preferred Stock Series C | RITM PR C | | Preferred Stock Series D | RITM PR D | Cautionary Statement Regarding Forward-Looking Statements Forward-Looking Statements Disclosure The report contains forward-looking statements subject to substantial risks, advising against undue reliance on forecasts - The report contains forward-looking statements that involve substantial risks and uncertainties, and actual results may differ materially from expectations710 - Key risks include: - Ability to successfully operate business strategies and generate sufficient revenue - Reductions in the value, cash flows, or liquidity of investments - Changes in general economic conditions, including recessions and their impact on asset values - Reliance on and counterparty risks with Servicing Partners and other third parties - Risks related to origination and servicing operations, including compliance, loan delinquencies, and financing - Competition within the finance, real estate, and asset management industries - Interest rate fluctuations and shifts in the yield curve, and hedging strategy success - Risks associated with residential mortgage loans, consumer loans, and servicing practices affecting MSRs and related assets - Deterioration of default and recovery rates on MSRs, servicer advance investments, RMBS, and loans - Changes in prepayment rates on underlying assets, affecting MSRs and Excess MSRs - Cybersecurity incidents and technology disruptions - Dependence on counterparties and vendors for services - Regulatory risks from the Consumer Financial Protection Bureau and other authorities - Risks related to the Asset Management business, including Sculptor Capital Management, Inc., such as redemption, market, leverage, liquidity, and valuation risks - Ability to successfully integrate acquired businesses, like Sculptor - Risks associated with Genesis Capital LLC business, including borrower, short-term loan, and concentration risks - Risks associated with the single-family rental (SFR) business, including seasonal fluctuations, competition, and increasing fixed costs - Ability to maintain exclusion from Investment Company Act of 1940 and REIT qualification - Legislative/regulatory environment risks, including tax law changes and GSE actions - Risks associated with indebtedness, including senior unsecured notes and restrictive covenants - Ability to obtain and maintain favorable financing arrangements - Increased focus on environmental, social, and governance (ESG) issues - Impact from current or future acquisitions, such as Computershare Mortgage Services Inc. and SLS - Impact of current or future legal proceedings and regulatory investigations - Adverse market, regulatory, or interest rate environments affecting common stock price - Ability to consummate future acquisitions, dispositions, and financing transactions - Ability to pay distributions on common stock - Dilution experienced by existing stockholders from preferred stock conversion or equity award vesting89 Special Note Regarding Exhibits Exhibits Disclosure Exhibits provide agreement terms, not factual disclosures, with representations qualified by disclosures and recent developments - Exhibits are provided to inform about agreement terms, not as factual disclosures about Rithm Capital Corp. or other parties12 - Representations and warranties in exhibits: - Allocate risk if statements are inaccurate - Are qualified by disclosures not necessarily in the agreement - May use different materiality standards - Were made as of the agreement date and are subject to recent developments15 - The Company is responsible for additional disclosures to ensure statements in the report are not misleading, despite cautionary statements14 Rithm Capital Corp. Form 10-Q Index Report Structure This section outlines the Form 10-Q's table of contents, detailing Financial Information and Other Information parts - The report is structured into Part I (Financial Information) and Part II (Other Information)16 - Part I includes: - Item 1. Financial Statements (Unaudited) - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Item 3. Quantitative and Qualitative Disclosures About Market Risk - Item 4. Controls and Procedures17 - Part II includes: - Item 1. Legal Proceedings - Item 1A. Risk Factors - Item 2. Unregistered Sales of Equity Securities and Use of Proceeds - Item 3. Defaults Upon Senior Securities - Item 4. Mine Safety Disclosures - Item 5. Other Information - Item 6. Exhibits17 Part I. Financial Information Item 1. Financial Statements (Unaudited) This section presents Rithm Capital Corp.'s unaudited consolidated financial statements and detailed notes Consolidated Balance Sheets Total assets increased to $42.1 billion, driven by real estate and secured financing, with liabilities and equity also rising Consolidated Balance Sheet Summary (dollars in thousands) | Metric | March 31, 2024 (Unaudited) | December 31, 2023 | | :------------------------------------------------- | :-------------------------- | :------------------ | | Assets | | | | Mortgage servicing rights and MSR financing receivables, at fair value | $8,706,723 | $8,405,938 | | Real estate and other securities | $15,314,199 | $9,782,217 | | Residential mortgage loans, held-for-sale | $3,766,115 | $2,540,742 | | Total Assets | $42,120,928 | $35,311,785 | | Liabilities | | | | Secured financing agreements | $18,271,046 | $12,561,283 | | Secured notes and bonds payable | $10,045,375 | $10,679,186 | | Total Liabilities | $34,877,556 | $28,210,747 | | Equity | | | | Total Rithm Capital stockholders' equity | $7,149,552 | $7,006,942 | | Total Equity | $7,243,372 | $7,101,038 | - Total assets of consolidated variable interest entities (VIEs) were $2.6 billion as of March 31, 2024, up from $2.5 billion as of December 31, 202319 - Total liabilities of consolidated VIEs were $2.1 billion for both periods19 Consolidated Statements of Operations Net income significantly increased to $287.5 million, driven by higher servicing revenue and mortgage loan gains Consolidated Statements of Operations Summary (dollars in thousands, except per share data) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Revenues | | | | Servicing revenue, net | $554,378 | $327,535 | | Interest income | $448,179 | $346,614 | | Gain on originated residential mortgage loans, held-for-sale, net | $149,545 | $109,268 | | Asset management revenues | $75,860 | $0 | | Total Revenues | $1,286,310 | $841,561 | | Expenses | | | | Interest expense and warehouse line fees | $414,365 | $309,068 | | General and administrative | $195,118 | $167,155 | | Compensation and benefits | $235,778 | $188,880 | | Total Expenses | $845,261 | $665,103 | | Net Income (loss) | $287,487 | $89,949 | | Net income (loss) attributable to common stockholders | $261,640 | $68,854 | | Basic EPS | $0.54 | $0.14 | | Diluted EPS | $0.54 | $0.14 | | Dividends declared per share of common stock | $0.25 | $0.25 | - Servicing revenue, net increased by $226.8 million (69.2%) year-over-year, primarily due to a positive change in fair value of MSRs and MSR financing receivables22 - Asset management revenues, which were zero in Q1 2023, contributed $75.9 million in Q1 2024 following the Sculptor acquisition22 Consolidated Statements of Comprehensive Income Comprehensive income rose substantially to $288.3 million, primarily due to higher net income Consolidated Statements of Comprehensive Income Summary (dollars in thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income (loss) | $287,487 | $89,949 | | Other comprehensive income (loss) | | | | Unrealized gain (loss) on available-for-sale securities, net | $1,603 | $2,980 | | Cumulative translation adjustment | $(870) | $0 | | Deferred taxes | $94 | $0 | | Comprehensive income (loss) | $288,314 | $92,929 | | Comprehensive income (loss) attributable to common stockholders | $262,467 | $71,834 | - Comprehensive income increased by $195.4 million (210.3%) year-over-year, largely mirroring the increase in net income24 Consolidated Statements of Changes in Stockholders' Equity Total equity increased to $7.2 billion in Q1 2024, driven by net income, partially offset by dividends Changes in Stockholders' Equity (dollars in thousands) | Metric | Balance at Dec 31, 2023 | Q1 2024 Activity | Balance at Mar 31, 2024 | | :-------------------------------- | :---------------------- | :----------------- | :---------------------- | | Total Rithm Capital stockholders' equity | $7,006,942 | $142,610 | $7,149,552 | | Dividends declared on common stock | | $(120,869) | | | Dividends declared on preferred stock | | $(22,395) | | | Net income (loss) | | $284,035 | | | Unrealized gain (loss) on AFS securities, net | | $1,603 | | | Cumulative translation adjustment | | $(870) | | | Deferred taxes | | $94 | | - Total Rithm Capital stockholders' equity increased by $142.6 million from December 31, 2023, to March 31, 202426 - Common stock outstanding increased by 251,474 shares during Q1 2024 due to director share grants and employee non-cash stock-based compensation26 Consolidated Statements of Cash Flows Cash, cash equivalents, and restricted cash decreased by $141.8 million, due to operating and investing outflows Consolidated Statements of Cash Flows Summary (dollars in thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash provided by (used in) operating activities | $(1,144,201) | $1,181,267 | | Net cash provided by (used in) investing activities | $(4,053,218) | $(590,573) | | Net cash provided by (used in) financing activities | $5,055,583 | $(407,982) | | Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | $(141,836) | $182,712 | | Cash, Cash Equivalents and Restricted Cash, End of Period | $1,530,983 | $1,800,346 | - Operating activities shifted from providing $1.18 billion in cash in Q1 2023 to using $1.14 billion in Q1 202428 - Investing activities used significantly more cash in Q1 2024 ($4.05 billion) compared to Q1 2023 ($0.59 billion), largely due to purchases of US Treasuries and reverse repurchase agreements28 - Financing activities provided $5.06 billion in cash in Q1 2024, a substantial increase from using $0.41 billion in Q1 2023, driven by higher borrowings under secured financing agreements and warehouse credit facilities29 Notes to Consolidated Financial Statements These notes provide detailed disclosures and explanations for the consolidated financial statements 1. Business and Organization Rithm Capital Corp. is a global asset manager and REIT, investing in real estate and financial assets across five segments - Rithm Capital Corp. is a global asset manager focused on real estate, credit, and financial services, operating as an internally managed REIT313233 - The company's business segments include Origination and Servicing (Newrez, NRM, Caliber), Investment Portfolio, Mortgage Loans Receivable (Genesis), Asset Management (Sculptor), and Corporate3435 - Rithm Capital completed the acquisition of Sculptor Capital Management, Inc. on November 17, 2023, expanding its asset management capabilities33 - The Computershare Mortgage Services Inc. acquisition, including SLS, was completed on May 1, 2024, for approximately $720 million38 2. Basis of Presentation Financial statements adhere to US GAAP, consolidating controlled entities and using key estimates for fair value and goodwill - Consolidated financial statements are prepared in accordance with US GAAP, including accounts of Rithm Capital and its consolidated subsidiaries, eliminating significant intercompany transactions40 - Key economic risks include: - Credit risk: default on investments due to borrower/counterparty inability to pay - Market risk: changes in investment value due to prepayment rates, interest rates, spreads, or collateral values43 - The company transitioned from LIBOR to an alternative benchmark (mainly SOFR) by June 30, 2023, and does not intend to amend preferred stock fallback language48 - Adoption of ASU 2022-03 (Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions) had no material effect49 - ASU 2023-07 (Segment Reporting) and ASU 2024-01 (Compensation-Stock Compensation) are not expected to have a material effect5051 3. Segment Reporting Rithm Capital's five reportable segments reflect its strategic growth as an asset manager and consolidated operations - Rithm Capital's reportable segments are Origination and Servicing, Investment Portfolio, Mortgage Loans Receivable, Asset Management, and Corporate52 - The Asset Management segment was identified in 2023 to reflect Sculptor's operations, and the Investment Portfolio now aggregates several previously separate segments53 Segment Financial Information (Three Months Ended March 31, 2024, dollars in thousands) | Metric | Origination and Servicing | Investment Portfolio | Mortgage Loans Receivable | Asset Management | Corporate | Total | | :------------------------------------------------- | :------------------------ | :------------------- | :------------------------ | :--------------- | :-------- | :---------- | | Total revenues | $776,729 | $360,054 | $73,665 | $75,860 | $2 | $1,286,310 | | Total operating expenses | $368,544 | $297,737 | $53,010 | $102,668 | $23,302 | $845,261 | | Income (loss) before income taxes | $408,149 | $(15,395) | $41,089 | $(29,681) | $(23,263) | $380,899 | | Net income (loss) attributable to common stockholders | $311,893 | $(18,680) | $41,422 | $(27,337) | $(45,658) | $261,640 | Segment Assets and Liabilities (March 31, 2024, dollars in thousands) | Metric | Origination and Servicing | Investment Portfolio | Mortgage Loans Receivable | Asset Management | Corporate | Total | | :------------------------------------------------- | :------------------------ | :------------------- | :------------------------ | :--------------- | :-------- | :---------- | | Total assets | $15,001,011 | $22,857,895 | $2,689,844 | $1,528,831 | $43,347 | $42,120,928 | | Total liabilities | $10,916,193 | $19,864,487 | $2,001,633 | $879,580 | $1,215,663 | $34,877,556 | | Total Rithm Capital stockholders' equity | $4,076,767 | $2,949,982 | $688,211 | $606,908 | $(1,172,316) | $7,149,552 | 4. Excess Mortgage Servicing Rights (Excess MSRs) Excess MSRs, including direct and joint venture investments, decreased to $255.1 million due to repayments and fair value changes - Excess MSRs include direct investments and investments in joint ventures, with fair value measured under the equity method for joint ventures5968 Excess MSRs, at fair value (dollars in thousands) | Metric | March 31, 2024 | December 31, 2023 | | :------------------------ | :------------- | :---------------- | | Direct investments in Excess MSRs | $199,363 | $208,385 | | Excess MSR joint ventures | $55,748 | $62,765 | | Total Excess MSRs, at fair value | $255,111 | $271,150 | - Changes in fair value of Excess MSR investments resulted in a loss of $1.9 million for the three months ended March 31, 2024, compared to a loss of $9.8 million in the prior year period67 - A weighted average discount rate of 8.8% was used to value Excess MSRs as of March 31, 202467 5. Mortgage Servicing Rights (MSRs) and MSR Financing Receivables MSRs and MSR financing receivables increased to $8.7 billion, driving a significant rise in servicing revenue, net MSRs and MSR Financing Receivables Activity (dollars in thousands) | Metric | Amount | | :------------------------------------------------- | :------------- | | Balance as of December 31, 2023 | $8,405,938 | | Originations | $215,939 | | Realization of cash flows | $(116,839) | | Change in valuation inputs and assumptions | $201,014 | | Balance at March 31, 2024 | $8,706,723 | Servicing Revenue, Net Components (dollars in thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Servicing fee revenue, net and interest income from MSRs and MSR financing receivables | $470,203 | $469,839 | | Change in fair value of MSRs and MSR financing receivables | $84,175 | $(142,304) | | Servicing revenue, net | $554,378 | $327,535 | - As of March 31, 2024, the total UPB of underlying mortgages for MSRs and MSR financing receivables was $526.7 billion, with a weighted average life of 7.5 years and a weighted average discount rate of 8.5%7475 - Rithm Capital recognized approximately $1.8 billion in residential mortgage loans subject to repurchase and a corresponding liability as of March 31, 2024, due to Ginnie Mae delinquency criteria76 - Servicer advances receivable decreased to $2.59 billion at March 31, 2024, from $2.76 billion at December 31, 20231982 - The provision for expected non-recovery of advances was $93.2 million (3.5%) at March 31, 202483 6. Servicer Advance Investments Servicer advance investments, recorded at fair value, totaled $374.5 million, slightly down from prior quarter - Servicer advance investments are recorded at fair value and include the right to the basic fee component of related MSRs85 Servicer Advance Investments Summary (dollars in thousands) | Metric | March 31, 2024 | December 31, 2023 | | :------------------------------------------------- | :------------- | :---------------- | | Carrying Value (Fair Value) | $374,511 | $376,881 | | Weighted Average Discount Rate | 6.2% | 6.2% | | Weighted Average Expected Life (Years) | 8.4 | 8.1 | | UPB of Underlying Residential Mortgage Loans | $14,871,701 | $15,499,559 | | Outstanding Servicer Advances | $313,271 | $320,630 | - The servicer advance investment related to SLS, with a fair value of $9.7 million at March 31, 2024, will be reclassified to a full MSR in Q2 2024 following the Computershare acquisition87 7. Real Estate and Other Securities Real estate and other securities significantly increased to $15.3 billion, primarily measured at fair value through net income Real Estate and Other Securities by Designation (March 31, 2024, dollars in thousands) | Asset Type | Carrying Value | | :------------------------------------------------- | :------------- | | Securities designated as available for sale (AFS): | | | Agency | $64,331 | | Non-Agency | $356,232 | | Securities measured at fair value through net income: | | | Agency | $9,501,879 | | US Treasury | $4,472,656 | | Non-Agency | $894,216 | | Total/Weighted Average (Fair Value) | $15,289,314 | | Treasury Bills Designated as Held to Maturity (HTM): | | | Treasury | $24,885 | - Total real estate and other securities increased by $5.5 billion (56.6%) from December 31, 2023, to March 31, 202419 - As of March 31, 2024, the company had $296.7 million in RMBS designated as AFS in an unrealized loss position, with $10.7 million attributed to credit impairment102107 - Purchases of US Treasuries and Agency RMBS were significant in Q1 2024, with $4.77 billion and $1.26 billion in purchase price, respectively99 8. Residential Mortgage Loans Residential mortgage loans increased to $4.1 billion, driven by originations and purchases, with positive net interest income Residential Mortgage Loans Outstanding by Loan Type (March 31, 2024, dollars in thousands) | Loan Type | Carrying Value | | :------------------------------------------------- | :------------- | | Total residential mortgage loans, HFI, at fair value | $365,398 | | Total residential mortgage loans, HFS, at lower of cost or market | $74,415 | | Total residential mortgage loans, HFS, at fair value | $3,691,700 | | Total residential mortgage loans | $4,131,513 | - Originations of residential mortgage loans totaled $10.87 billion for the three months ended March 31, 2024114 Net Interest Income for Residential Mortgage Loans (dollars in thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Total interest income | $44,734 | $48,299 | | Total interest expense | $42,178 | $48,356 | | Net interest income | $2,556 | $(57) | - Gain on originated residential mortgage loans, HFS, net, increased to $149.5 million in Q1 2024 from $109.3 million in Q1 2023, primarily driven by MSRs retained on transfer of residential mortgage loans118 9. Consumer Loans The consumer loan portfolio decreased to $1.1 billion due to repayments, with a weighted average coupon of 11.8% - The consumer loan portfolio consists of Marcus loans (unsecured fixed-rate closed-end installment loans) and SpringCastle loans (personal unsecured and homeowner loans)121 Consumer Loan Portfolio Characteristics (dollars in thousands) | Metric | March 31, 2024 | December 31, 2023 | | :------------------------------------------------- | :------------- | :---------------- | | Total consumer loans (Carrying Value) | $1,103,799 | $1,274,005 | | Total consumer loans (Unpaid Principal Balance) | $1,154,642 | $1,308,774 | | Weighted Average Coupon | 11.8% | 12.0% | | Weighted Average Expected Life (Years) | 1.6 | 1.7 | - Proceeds from repayments for consumer loans totaled $154.4 million for the three months ended March 31, 2024125 - As of March 31, 2024, 6.1% of the total consumer loan UPB was 90+ days past due123124 10. Single-Family Rental (SFR) Properties The SFR portfolio increased to 3,928 properties with a net carrying value of $1.007 billion, acquiring 48 new units Net Carrying Value of SFR Properties (dollars in thousands) | Metric | March 31, 2024 | December 31, 2023 | | :------------------------------------------------- | :------------- | :---------------- | | Total gross investment in SFR properties | $1,068,519 | $1,055,665 | | Accumulated depreciation | $(61,347) | $(53,737) | | Investment in SFR properties, net | $1,007,172 | $1,001,928 | - The SFR portfolio grew by 40 units, from 3,888 to 3,928, during the three months ended March 31, 2024132 - Depreciation expense for Q1 2024 was $7.7 million, up from $6.9 million in Q1 2023129 - Future minimum rental revenues under existing leases total $45.7 million, with $36.5 million expected in the remainder of 2024132 11. Mortgage Loans Receivable Mortgage loans receivable increased to $2.38 billion, diversified across construction, bridge, and renovation loans - Mortgage loans receivable are primarily short-term business purpose loans originated by Genesis for residential property construction, renovation, and bridge financing133 Mortgage Loans Receivable by Loan Type (March 31, 2024, dollars in thousands) | Loan Type | Carrying Value | % of Portfolio | Weighted Average Yield | Weighted Average Original Life (Months) | | :------------------------------------------------- | :------------- | :------------- | :--------------------- | :-------------------------------------- | | Construction | $1,047,688 | 43.9% | 10.9% | 16.8 | | Bridge | $1,037,056 | 43.5% | 9.9% | 27.2 | | Renovation | $300,000 | 12.6% | 10.3% | 12.6 | | Total | $2,384,744 | 100.0% | 10.4% | 20.5 | - The balance of mortgage loans receivable increased by $151.8 million from December 31, 2023, to March 31, 2024, driven by initial loan advances and construction holdbacks135 - California accounts for 49.9% of the total loan commitment for mortgage loans receivable136 12. Cash, Cash Equivalents and Restricted Cash Total cash, cash equivalents, and restricted cash decreased to $1.53 billion, with restricted cash slightly increasing Cash, Cash Equivalents and Restricted Cash (dollars in thousands) | Metric | March 31, 2024 | December 31, 2023 | | :------------------------------------------------- | :------------- | :---------------- | | Cash and cash equivalents | $1,136,437 | $1,287,199 | | Restricted cash | $394,546 | $385,620 | | Total cash, cash equivalents and restricted cash | $1,530,983 | $1,672,819 | - Restricted cash increased by $8.9 million, with the largest portion held in the Origination and Servicing segment ($237.2 million)139 13. Other Assets and Accrued Expenses and Other Liabilities Other assets totaled $3.51 billion, while accrued expenses and other liabilities reached $2.10 billion Other Assets (March 31, 2024, dollars in thousands) | Asset Type | Amount | | :------------------------------------------------- | :------------- | | Assets of consolidated funds | $350,043 | | Deferred tax asset | $284,950 | | Derivative and hedging assets | $102,227 | | Equity investments | $201,624 | | Excess MSRs, at fair value | $255,111 | | Goodwill | $131,857 | | Intangible assets | $368,967 | | Notes receivable, at fair value | $364,977 | | Servicer advance investments, at fair value | $374,511 | | Total Other Assets | $3,509,497 | Accrued Expenses and Other Liabilities (March 31, 2024, dollars in thousands) | Liability Type | Amount | | :------------------------------------------------- | :------------- | | Accounts payable | $117,827 | | Accrued compensation and benefits | $112,002 | | Deferred tax liability | $898,040 | | Derivative liabilities | $33,586 | | Interest payable | $144,216 | | Liabilities of consolidated funds | $223,188 | | Total Accrued Expenses and Other Liabilities | $2,102,598 | - Real Estate Owned (REO) assets increased to $29.4 million at March 31, 2024, from $15.5 million at December 31, 2023146 14. Expenses, Realized and Unrealized Gains (Losses), Net and Other General and administrative expenses increased to $195.1 million, while other income (loss) improved to a $60.2 million loss Other Revenues (dollars in thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Property and maintenance | $32,380 | $33,637 | | Rental | $18,949 | $18,123 | | Other | $7,019 | $6,384 | | Total other revenues | $58,348 | $58,144 | General and Administrative Expenses (dollars in thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Legal and professional | $21,489 | $12,755 | | Information technology | $41,202 | $34,968 | | Total general and administrative expenses | $195,118 | $167,155 | Other Income (Loss) Components (dollars in thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Realized and unrealized gains (losses), net | $(68,134) | $(78,149) | | Other income (loss), net | $7,984 | $(25,166) | | Total other income (loss) | $(60,150) | $(103,315) | 15. Goodwill and Intangible Assets Goodwill remained stable at $131.9 million, while net intangible assets decreased to $369.0 million due to amortization Goodwill by Reportable Segment (March 31, 2024, dollars in thousands) | Segment | Amount | | :------------------------ | :------------- | | Origination and Servicing | $24,376 | | Investment Portfolio | $5,092 | | Mortgage Loans Receivable | $55,731 | | Asset Management | $46,658 | | Total Goodwill | $131,857 | Acquired Identifiable Intangible Assets, Net (March 31, 2024, dollars in thousands) | Asset Type | Net Carrying Value | | :------------------------ | :----------------- | | Management contracts | $264,760 | | Customer relationships | $30,525 | | Purchased technology | $68,561 | | Trademarks / Trade names | $5,121 | | Total Intangible Assets, Net | $368,967 | - No impairment charges were recognized on goodwill or intangible assets for the three months ended March 31, 2024155157 - Expected future amortization expense for acquired intangible assets is $57.3 million for the remainder of 2024 and $44.2 million for 2025159 16. Leases Rithm Capital holds operating and finance leases, with total remaining undiscounted lease payments of $180.4 million - Rithm Capital leases office space and computer hardware, with operating lease ROU assets and lease liabilities recorded on the balance sheet160161 Future Minimum Rental Revenues Under Existing Leases (dollars in thousands) | Year Ending | Operating Leases | Finance Leases | Total | | :------------------------------------------------- | :--------------- | :------------- | :---------- | | Total remaining undiscounted lease payments | $179,731 | $684 | $180,415 | | Less: imputed interest | $28,834 | $88 | $28,922 | | Total remaining discounted lease payments | $150,897 | $596 | $151,493 | - Rent expense, net of sublease income, for the three months ended March 31, 2024, was $11.9 million160 17. Derivatives and Hedging Rithm Capital uses economic hedges to manage interest rate risk, reporting an $87.3 million gain on derivatives in Q1 2024 - Rithm Capital uses interest rate swaps, to-be-announced forward contract positions (TBAs), and treasury short sales for economic hedging against interest rate risk165 Derivatives and Hedging Assets and Liabilities (March 31, 2024, dollars in thousands) | Metric | Assets | Liabilities | | :------------------------------------------------- | :------------- | :------------ | | Interest rate swaps | $0 | $0 | | IRLCs | $32,063 | $835 | | TBAs | $7,492 | $15,654 | | Treasury short sales | $62,672 | $0 | | Other commitments | $0 | $17,097 | | Total | $102,227 | $33,586 | Gain (Loss) on Derivatives and Hedging (dollars in thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Gain on originated residential mortgage loans, HFS, net (unrealized) | $45,395 | $(32,990) | | Realized and unrealized gains (losses), net | $41,932 | $(151,006) | | Total gain (loss) | $87,327 | $(183,996) | 18. Debt Obligations Total debt obligations increased to $28.5 billion, driven by secured financing, with new notes issued and compliance maintained Debt Obligations Summary (dollars in thousands) | Metric | March 31, 2024 (Carrying Value) | December 31, 2023 (Carrying Value) | | :------------------------------------------------- | :------------------------------ | :------------------------------- | | Secured Financing Agreements | $18,271,046 | $12,561,283 | | Secured Notes and Bonds Payable | $10,045,375 | $10,679,186 | | Liabilities of Consolidated Funds | $218,123 | $218,157 | | Total Debt Obligations | $28,534,544 | $23,458,626 | - The company issued $775 million aggregate principal amount of 8.000% senior unsecured notes due 2029 on March 19, 2024196 - Rithm Capital repurchased $275 million of its 2025 Senior Notes for $282.4 million, leaving $275 million outstanding208 - The estimated undiscounted future payment under the Tax Receivable Agreement (TRA) was $267.9 million as of March 31, 2024, with a carrying value of $174.8 million211 - The company was in compliance with all debt covenants as of March 31, 2024195200206 19. Fair Value Measurements Fair value measurements of financial instruments are categorized by input observability, with Level 3 relying on unobservable inputs - Fair value measurements are classified into Level 1 (quoted prices in active markets), Level 2 (observable market parameters), and Level 3 (unobservable inputs)216217218 Fair Value of Assets and Liabilities (March 31, 2024, dollars in thousands) | Metric | Total Fair Value | Level 1 | Level 2 | Level 3 | | :------------------------------------------------- | :--------------- | :------ | :-------- | :-------- | | Assets | | | | | | MSRs and MSR financing receivables | $8,706,723 | $0 | $0 | $8,706,723 | | Real estate and other securities | $15,314,199 | $4,497,542 | $9,566,210 | $1,250,448 | | Residential mortgage loans, HFS, at fair value | $3,691,700 | $0 | $3,353,549 | $338,151 | | Consumer loans | $1,103,799 | $0 | $0 | $1,103,799 | | Mortgage loans receivable | $2,384,744 | $0 | $341,830 | $2,042,914 | | Total Assets at Fair Value | $36,543,820 | $6,091,197 | $15,114,970 | $14,999,317 | | Liabilities | | | | | | Secured financing agreements | $18,271,046 | $0 | $18,090,307 | $180,739 | | Secured notes and bonds payable | $10,045,375 | $0 | $324,062 | $10,052,833 | | Total Liabilities at Fair Value | $32,890,972 | $1,271,542 | $20,275,912 | $11,671,632 | - A hypothetical 10% increase in the discount rate for Agency MSRs would decrease their fair value by 3.6%, while a 10% increase in prepayment rate would decrease fair value by 1.9%235 - The fair value of REO assets is estimated using a broker's price opinion discounted by 10%-25% (weighted average 20%)274 20. Variable Interest Entities (VIEs) Rithm Capital consolidates VIEs where it is the primary beneficiary, with assets restricted and $809.9 million exposure to non-consolidated VIEs - Rithm Capital consolidates VIEs where it has control over significant operating, financing, and investing decisions or is the primary beneficiary277278 - Consolidated VIEs include: - Advance Purchaser (89.3% interest) - Newrez Joint Ventures - Residential Mortgage Loan securitization vehicles - Consumer Loan Companies (53.5% interest) - Mortgage Loans Receivable securitization (2022-RTL1 Securitization) - Sculptor's structured alternative investment solution280281284286288290 Carrying Value of Consolidated VIEs (March 31, 2024, dollars in thousands) | Metric | Total Assets | Total Liabilities | | :------------------------------------------------- | :----------- | :-------------- | | Advance Purchaser | $378,269 | $268,281 | | Newrez Joint Ventures | $18,631 | $2,366 | | Residential Mortgage Loans | $1,186,832 | $1,058,897 | | Consumer Loan Companies | $278,231 | $223,509 | | Mortgage Loans Receivable | $358,325 | $324,433 | | Consolidated Funds | $350,043 | $223,188 | | Total Consolidated VIEs | $2,570,331 | $2,100,674 | - Maximum exposure to loss from non-consolidated VIEs was $809.9 million at March 31, 2024, primarily from unearned income, receivables, investments, and unfunded commitments300 21. Equity and Earnings Per Share Equity includes common and preferred stock, with Q1 2024 basic and diluted EPS at $0.54, up from $0.14 in Q1 2023 - Rithm Capital's board renewed a stock repurchase program for up to $200 million of common stock and $100 million of preferred stock for 2024306 Preferred Shares Summary (March 31, 2024, dollars in thousands) | Series | Number of Shares | Liquidation Preference | Carrying Value | | :------------------------------------------------- | :--------------- | :--------------------- | :------------- | | Series A, 7.50% | 6,200 | $155,002 | $149,822 | | Series B, 7.125% | 11,261 | $281,518 | $272,654 | | Series C, 6.375% | 15,903 | $397,584 | $385,289 | | Series D, 7.00% | 18,600 | $465,000 | $449,489 | | Total | 51,964 | $1,299,104 | $1,257,254 | Basic and Diluted EPS Calculations (dollars in thousands, except per share data) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income (loss) attributable to common stockholders | $261,640 | $68,854 | | Basic weighted average shares of common stock outstanding | 483,336,777 | 478,167,178 | | Diluted weighted average shares of common stock outstanding | 485,931,501 | 482,846,911 | | Basic earnings (loss) per share attributable to common stockholders | $0.54 | $0.14 | | Diluted earnings (loss) per share attributable to common stockholders | $0.54 | $0.14 | 22. Commitments and Contingencies Rithm Capital faces litigation and has significant capital commitments, including $232.9 million to Sculptor-managed funds - An agreement in principle was reached to settle all claims in the Sculptor Stockholder Action for a total payment of $6.5 million324 - Key capital commitments include: - Obligation to fund future servicer advances for MSRs and servicer advance investments - Mortgage Origination Reserves: Estimated liability of $52.6 million for representations and warranties and $1.8 billion for Ginnie Mae repurchases - Residential Mortgage Loans: Capital outlays for escrow, tax payments, maintenance, and disposition fees - Consumer Loans: $168.4 million of unfunded and available revolving credit privileges - SFR Properties: $95.6 million estimated aggregate purchase price for 371 SFR properties from Lennar, and $49.0 million for 171 SFR properties from BTR - Mortgage Loans Receivable: Commitments to fund up to $827.0 million (Genesis) and $2.0 million (Rithm Capital) of additional advances - Equity Investments: Pro rata share of future capital contributions in commercial real estate projects - Fund Commitments: $232.9 million to Sculptor-managed funds, with $94.8 million expected from employees/executive managing directors326327328334 - Rithm Capital provided limited guarantees to a senior lender for two commercial real estate projects related to non-recourse carve-outs, completion, environmental, and carry costs330 23. Related Party Transactions Rithm Capital engages in various related party transactions, including loan agreements and management fees from Sculptor-managed funds - Genesis entered into an $86.4 million loan agreement with a commercial real estate development project entity in which Rithm Capital has an equity interest334 - Rithm Capital entered into a management agreement with Adoor Property Management LLC, an entity in which it has an ownership interest, to manage certain SFR properties335 - The company earns substantially all management fees and incentive income from Sculptor-managed funds, which are considered related parties336 - Approximately 53.7% of AUM from Sculptor's current executive managing directors, employees, and other related parties are not charged management or incentive fees337 24. Income Taxes Rithm Capital aims for REIT status but incurs $93.4 million in Q1 2024 income tax expense through its TRSs - Rithm Capital intends to qualify as a REIT, generally not subject to US federal corporate income tax on distributed income (at least 90% of REIT taxable income)340 - Certain business segments (origination, servicing, asset management, and parts of the investment portfolio) operate through TRSs and are subject to corporate income taxes341 Income Tax Expense (Benefit) (dollars in thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Total current income tax expense (benefit) | $2,784 | $39 | | Total deferred income tax expense (benefit) | $90,628 | $(16,845) | | Total income tax expense (benefit) | $93,412 | $(16,806) | - As of March 31, 2024, Rithm Capital recorded a net deferred tax liability of $898.0 million and Sculptor recorded a net deferred tax asset of $284.9 million342 25. Asset Management Revenues Asset management revenues, primarily from Sculptor, totaled $75.9 million, comprising management fees and incentive income Composition of Asset Management Revenues (dollars in thousands) | Metric | Three Months Ended March 31, 2024 | | :------------------------------------------------- | :-------------------------------- | | Management fees | $57,130 | | Incentive income | $13,821 | | Other asset management revenue | $4,909 | | Total asset management revenues | $75,860 | Composition of Income and Fees Receivable (dollars in thousands) | Metric | March 31, 2024 | December 31, 2023 | | :------------------------------------------------- | :------------- | :---------------- | | Management fees receivable | $21,548 | $23,757 | | Incentive income receivable | $28,281 | $35,377 | | Total income and fees receivable | $49,829 | $59,134 | - Unearned incentive income was $39.0 million at March 31, 2024, recognized when distributions from funds have not yet met the revenue recognition threshold344 26. Subsequent Events The Computershare Acquisition was completed on May 1, 2024, for $720.0 million, including $45.0 billion UPB of MSRs - Rithm Capital completed the Computershare Acquisition on May 1, 2024, for approximately $720.0 million346 - The acquisition included: - Approximately $45.0 billion UPB of MSRs - Approximately $104.0 billion of third-party servicing UPB - SLS's origination services business346 - The company is currently evaluating the purchase price allocation for the Computershare Acquisition346 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) Management discusses Rithm Capital's financial condition, operations, and cash flows, highlighting its global asset manager strategy Company Overview Rithm Capital is a global asset manager and REIT, with $42.1 billion in total assets and $32.3 billion in AUM - Rithm Capital is a global asset manager focused on real estate, credit, and financial services, structured as an internally managed REIT350351 - The company's strategy involves identifying, managing, and investing in real estate-related and other financial assets, and broader asset management capabilities through Sculptor351 Company Overview Metrics (as of March 31, 2024) | Metric | Amount | | :----- | :---------------------------- | | Total Assets | $42.1 billion | | Assets Under Management (AUM) | $32.3 billion | Book Value Per Common Share Book value per common share increased to $12.19, reflecting growth in total equity attributable to common stock Book Value Per Common Share Calculation (dollars in thousands, except per share amounts) | Metric | March 31, 2024 | December 31, 2023 | | :------------------------------------------------- | :------------- | :---------------- | | Total equity | $7,243,372 | $7,101,038 | | Less: Preferred Stock Series A, B, C and D | $1,257,254 | $1,257,254 | | Less: Noncontrolling interests of consolidated subsidiaries | $93,820 | $94,096 | | Total equity attributable to common stock | $5,892,298 | $5,749,688 | | Common stock outstanding | 483,477,713 | 483,226,239 | | Book value per common share | $12.19 | $11.90 | - Book value per common share increased by $0.29 (2.4%) quarter-over-quarter353 Market Considerations Q1 2024 saw steady US economic data, elevated inflation, stable interest rates, and a challenging housing market - US real GDP growth decreased to an annualized rate of 1.6% in Q1 2024 from 3.4% in Q4 2023354359 - Inflation remained high, with the Consumer Price Index rising 3.5% annually as of March 2024, while the Federal Reserve held interest rates steady at 5.25%-5.5%355 - The US labor market added 303,000 jobs in March 2024, and the unemployment rate remained at 3.8%356360 - The housing market continued to face low affordability due to high home prices (up 7.4% YoY) and elevated 30-year fixed mortgage rates (6.8% in Q1 2024)357361 Changes to LIBOR Rithm Capital successfully transitioned from LIBOR to SOFR by June 2023, with no intent to amend preferred stock fallback language - Rithm Capital completed its transition from LIBOR to alternative benchmarks, mainly SOFR, by June 2023363 - The company does not intend to amend the USD-LIBOR cessation fallback language for its Series A, B, or C preferred stock363 Our Portfolio Rithm Capital's portfolio grew to $42.1 billion, comprising Origination, Servicing, Investment, Mortgage Loans, and Asset Management Portfolio Summary (March 31, 2024, dollars in thousands) | Segment | Investments | Total Assets | Debt | | :------------------------ | :------------ | :----------- | :----------- | | Origination and Servicing | $10,844,061 | $15,001,011 | $7,621,241 | | Investment Portfolio | $19,207,349 | $22,857,895 | $18,446,477 | | Mortgage Loans Receivable | $2,384,744 | $2,689,844 | $1,981,198 | | Asset Management | $211,996 | $1,528,831 | $442,350 | | Corporate | $0 | $43,347 | $1,030,566 | | Total | $32,648,150 | $42,120,928 | $29,521,832 | - Total investments increased significantly from $25.6 billion at December 31, 2023, to $32.6 billion at March 31, 2024366 Operating Investments Origination and Servicing saw funded loan volume rise to $10.8 billion, with the servicing portfolio reaching $577.5 billion UPB - Funded loan origination volume increased to $10.82 billion in Q1 2024, up from $8.91 billion in Q4 2023, with the Correspondent channel contributing 73% of production372375 - The total servicing portfolio grew by $9.5 billion to $577.5 billion UPB as of March 31, 2024369377 MSRs and MSR Financing Receivables (March 31, 2024, dollars in millions) | Type | Current UPB | Weighted Average MSR (bps) | Carrying Value | | :------------------------ | :---------- | :------------------------- | :------------- | | GSE | $348,953.1 | 27 | $5,477.5 | | Non-Agency | $47,806.3 | 46 | $667.0 | | Ginnie Mae | $129,914.4 | 44 | $2,562.2 | | Total/Weighted Average | $526,673.8 | 33 | $8,706.7 | - Servicer advance investments, including the right to the basic fee component of related MSRs, totaled $374.5 million as of March 31, 2024, with $14.9 billion UPB of underlying mortgage loans406 Investment Portfolio The Investment Portfolio includes MSRs, real estate securities, residential mortgage loans, consumer loans, and SFR properties - Third-party subservicers (PHH and Valon) serviced 8.5% and 4.8% of the underlying UPB of MSRs, respectively, as of March 31, 2024390 Real Estate Securities Portfolio (March 31, 2024, dollars in thousands) | Asset Type | Carrying Value | | :------------------------ | :------------- | | Agency RMBS | $9,566,210 | | Treasury Notes | $4,472,656 | | Treasury Bills | $24,885 | | Non-Agency RMBS | $1,038,452 | | Total Government-backed securities | $14,063,751 | | Total Non-Agency RMBS | $1,038,452 | - The SFR portfolio consisted of 3,928 properties with an aggregate carrying value of $1.0 billion as of March 31, 2024, with 48 properties acquired during the quarter436132 Consumer Loans Collateral Characteristics (March 31, 2024, dollars in thousands) | Loan Type | UPB | Number of Loans | Weighted Average Coupon | Expected Life (Months) | | :------------------------ | :---------- | :-------------- | :---------------------- | :--------------------- | | SpringCastle | $246,553 | 41,110 | 18.2% | 45.6 | | Marcus | $908,089 | 100,855 | 10.1% | 11.8 | | Total Consumer Loans | $1,154,642 | 141,965 | 11.8% | 19.0 | Mortgage Loans Receivable Mortgage Loans Receivable, primarily Genesis, manages $3.2 billion in short-term business purpose loans, with 10.4% weighted average yield - Genesis originates and manages short-term business purpose mortgage loans for construction, renovation, and bridge financing443444445 Mortgage Loans Receivable Activity (Three Months Ended March 31, 2024, dollars in thousands) | Metric | Amount | | :------------------------ | :------------- | | Loans originated | $835,766 | | Loans repaid | $505,091 | | Number of loans originated | 367 | | Unpaid principal balance | $2,370,769 | | Total commitment | $3,202,076 | | Weighted average contractual interest | 10.4% | - Construction loans account for 57.0% of the total commitment, followed by bridge loans at 32.5%455 - California represents 49.9% of the total commitment for mortgage loans receivable456 Asset Management Asset Management, through Sculptor, manages $32.3 billion in AUM, generating $75.9 million in Q1 2024 revenues - Sculptor, a wholly-owned subsidiary, is a leading global alternative asset manager with approximately $32.3 billion in AUM as of March 31, 2024457 - Asset management revenues for Q1 2024 were $75.9 million, primarily from management fees463 CLO Portfolio Summary (March 31, 2024, dollars in thousands) | Metric | Carrying Value | Weighted Average Life (Years) | Weighted Average Coupon | | :------------------------ | :------------- | :---------------------------- | :---------------------- | | CLOs | $211,996 | 8.6 | 5.5% | - The CLO portfolio had a net interest spread of 2.35% for the three months ended March 31, 2024466 Taxes Rithm Capital maintains REIT status but incurs corporate income taxes through TRSs, reporting a net deferred tax liability - Rithm Capital intends to qualify as a REIT, distributing at least 90% of its REIT taxable income to avoid federal corporate income tax467 - Origination, servicing, asset management, and parts of the investment portfolio operate through TRSs and are subject to corporate income taxes468 - As of March 31, 2024, a net deferred tax liability of $898.0 million was recorded, primarily from deferred gains and fair value changes in taxable entities469 - A net deferred tax asset of $284.9 million was related to Sculptor470 - Deferred tax expense of $90.6 million was recognized in Q1 2024, mainly due to fair value changes in MSRs, loans, and swaps within taxable entities and income from the origination and servicing segment471 Critical Accounting Policies and Use of Estimates Financial statements rely on significant estimates for fair value and goodwill, with market volatility introducing uncertainty - Financial statements are prepared in accordance with GAAP, requiring estimates and assumptions for reported amounts of assets, liabilities, revenues, and expenses472 - Critical estimates include fair value measurements of assets and liabilities, goodwill, intangible assets, and contingent assets and liabilities472473 - Uncertainty from market volatility, high interest rates, and inflation makes current estimates less certain, potentially causing actual results to differ materially474 Results of Operations Net income reached $287.5 million in Q1 2024, a significant improvement driven by servicing revenue and mortgage loan gains - Net income for Q1 2024 was $287.5 million, a significant increase from a net loss of $67.2 million in Q4 2023479 Summary of Results of Operations (dollars in thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended December 31, 2023 | QoQ Change | | :------------------------------------------------- | :-------------------------------- | :----------------------------------- | :--------- | | Total Revenues | $1,286,310 | $706,940 | $579,370 | | Total Expenses | $845,261 | $814,545 | $30,716 | | Income (Loss) Before Income Taxes | $380,899 | $(37,301) | $426,278 | | Net Income (Loss) | $287,487 | $(67,151) | $354,638 | | Net Income (Loss) Attributable to Common Stockholders | $261,640 | $(87,526) | $349,166 | Servicing Revenue, Net Servicing revenue, net, significantly increased to $554.4 million, driven by positive fair value changes in the MSR portfolio Servicing Revenue, Net Components (dollars in thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended December 31, 2023 | QoQ Change | | :------------------------------------------------- | :-------------------------------- | :----------------------------------- | :--------- | | Servicing fee revenue, net and interest income from MSRs and MSR financing receivables | $470,203 | $482,210 | $(12,007) | | Change in fair value of MSRs and MSR financing receivables | $84,175 | $(466,346) | $550,521 | | Servicing revenue, net | $554,378 | $15,864 | $538,514 | - The change in fair value of MSRs and MSR financing receivables shifted from a loss of $466.3 million in Q4 2023 to a gain of $84.2 million in Q1 2024, contributing $550.5 million to the QoQ change481 - The UPB of MSRs and MSR financing receivables decreased slightly by $1.8 billion QoQ to $526.7 billion481 Interest Income Interest income decreased by $2.4 million due to lower Marcus loan balances and agency security repayments - Interest income decreased by $2.4 million QoQ, from $450.5 million in Q4 2023 to $448.2 million in Q1 2024479482 - The decrease was mainly driven by lower outstanding balances on Marcus loans and repayments of agency securities482 Gain on Originated Residential Mortgage Loans, HFS, Net Gain on originated residential mortgage loans, HFS, net, increased to $149.5 million, driven by higher lock volume - Gain on originated residential mortgage loans, HFS, net, increased by $51.4 million QoQ, from $98.1 million in Q4 2023 to $149.5 million in Q1 2024479484 - Pull-through adjusted lock volume increased to $11.7 billion in Q1 2024 from $8.8 billion in Q4 2023484 - The overall gain on sale margin decreased slightly to 1.20% in Q1 2024 from 1.23% in Q4 2023, primarily due to channel mix484485 - Funded loan origination volume was $10.8 billion in Q1 2024, up from $8.9 billion in Q4 2023, with purchase originations comprising 83% of funded loans485 Other Revenues Other revenues remained consistent at $58.3 million, with minimal fluctuations in the single-family rental portfolio - Other revenues were $58.3 million in Q1 2024, consistent with $58.5 million in Q4 2023479486 - Minimal fluctuations were observed in the single-family rental portfolio486 Asset Management Revenues Asset management revenues decreased to $75.9 million, primarily due to lower incentive income, offset by full quarter management fees - Asset management revenues decreased by $8.1 million QoQ, from $83.9 million in Q4 2023 to $75.9 million in Q1 2024479487 - The decrease was primarily due to lower incentive income, offset by a full quarter of management fees in 2024487 Interest Expense and Warehouse Line Fees Interest expense and warehouse line fees increased to $414.4 million, driven by higher borrowings for treasury and agency purchases - Interest expense and warehouse line fees increased by $13.9 million QoQ, from $400.5 million in Q4 2023 to $414.4 million in Q1 2024479488 - The increase was primarily driven by higher borrowings for treasury and agency purchases488 General and Administrative General and administrative expenses increased to $195.1 million, primarily due to full quarter Asset Management operating expenses General and Administrative Expenses (dollars in thousands) | Metric | Three Months Ended March 31, 2024 | Three Months Ended December 31, 2023 | QoQ Change | | :------------------------------------------------- | :-------------------------------- | :----------------------------------- | :--------- | | Legal and professional | $21,489 | $38,348 | $(16,859) | | Information Technology | $41,202 | $34,044 | $7,158 | | Other | $43,355 | $35,828 | $7,527 | | Total | $195,118 | $191,614 | $3,504 | - The increase was primarily driven by a full quarter of Asset Management operating expenses in 2024490 Compensation and Benefits Compensation and benefits expense increased to $235.8 million, driven by a full quarter of Asset Management compensation expense - Compensation and benefits expense increased by $13.3 million QoQ, from $222.5 million in Q4 2023 to $235.8 million in Q1 2024479491 - The increase was primarily driven by a full