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SEC Filings

10-K
DITECH HOLDING CORP filed this Form 10-K on 04/16/2019
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Servicing rights, net decreased $166.0 million primarily due to the sale of servicing rights with a fair value of $300.0 million and amortization related to the realization of cash flows of $112.7 million, offset partially by servicing rights capitalized upon the sales of loans of $180.7 million and positive fair value adjustments of $80.3 million related to an increase in mortgage interest rates.
Goodwill decreased $47.7 million as a result of the adoption of fresh start accounting, which resulted in a decrease to goodwill of $38.8 million from recording the fair market value of the assets in excess of the reorganization value. In addition, we recorded an impairment charge of $9.0 million in March 2018. As a result, we no longer have goodwill.
Intangible assets, net and premises and equipment, net increased $7.0 million and $16.0 million, respectively, primarily as a result of fresh start accounting adjustments, which resulted in adjustments of $20.2 million for customer and institutional relationships, $15.2 million for trade names and $33.7 million for internally developed technology. These increases were offset in part by impairment charges related to trade names of $14.7 million and depreciation and amortization recorded during 2018.
Payables and accrued liabilities decreased $126.5 million primarily due to a $75.9 million decrease in loans subject to repurchase from Ginnie Mae resulting from converting disaster forbearances into loan modifications and the sale of certain servicing rights associated with originated Ginnie Mae loans and the settlement of $34.0 million of reverse debenture interest curtailment, reserves and other amounts payable to Fannie Mae that were resolved during 2018.
Warehouse borrowings increased $456.5 million as a result of a $287.2 million increase in borrowings for reverse buyout loans resulting from the increased flow of HECMs and real estate owned that are reaching 98% of their maximum claim amount and a $169.3 million increase in borrowings for mortgage loans held for sale resulting from a lower volume of loans sold in relation to loans originated during 2018.
Corporate debt and liabilities subject to compromise in total decreased $888.4 million due to the cancellation of the Senior Notes and Convertible Notes balances of $781.1 million and related accrued interest payable of $25.8 million upon emergence from the WIMC Chapter 11 Case on February 9, 2018 and additional corporate debt payments of $81.3 million made on our term loans during 2018.
Mortgage-backed debt decreased $604.6 million as a result of a $387.2 million decrease related to the sale of our residual interests in the four remaining Residual Trusts in November 2018 and a $182.0 million decrease related to our counterparty under the Clean-up Call Agreement having fulfilled its obligation for the mandatory clean-up call of four of the remaining Non-Residual Trusts. These transactions resulted in the subsequent deconsolidation of these trusts.
HMBS related obligations at fair value decreased $1.9 billion due to an increase in the repurchase of certain HECMs and real estate owned from securitization pools.
Non-GAAP Financial Measures
We manage our company in three reportable segments: Servicing, Originations and Reverse Mortgage. We evaluate the performance of our business segments through the following measures: income (loss) before income taxes and Adjusted EBITDA. Management considers Adjusted EBITDA, a non-GAAP financial measure, to be important in the evaluation of our business segments and of the Company as a whole, as well as for allocating capital resources to our segments. Adjusted EBITDA is a supplemental metric utilized by management to assess the underlying key drivers and operational performance of the continuing operations of the business. In addition, analysts, investors, and creditors may use these measures when analyzing our operating performance. Adjusted EBITDA is not a presentation made in accordance with GAAP and our use of this measure and term may vary from other companies in our industry.
Adjusted EBITDA eliminates the effects of financing, income taxes and depreciation and amortization. Adjusted EBITDA is defined as income (loss) before income taxes, plus amortization of servicing rights and other fair value adjustments; interest expense on corporate debt; depreciation and amortization; goodwill and intangible assets impairment, if any; a portion of the provision for curtailment expense, net of expected third-party recoveries, if applicable; share-based compensation expense or benefit; exit costs; estimated settlements and costs for certain legal and regulatory matters; fair value to cash adjustments for reverse loans; and select other cash and non-cash adjustments primarily including the net provision for the repurchase of loans sold, non-cash interest income, severance, gain or loss on extinguishment of debt, interest income on unrestricted cash and cash equivalents, the net impact of the Residual and Non-Residual Trusts, the provision for loan losses, Residual Trust cash flows prior to the sale and deconsolidation of such Trusts, transaction costs, reorganization items, servicing fee economics, and certain non-recurring costs, as applicable. Adjusted EBITDA includes both cash and non-cash gains from mortgage loan origination activities. Adjusted EBITDA excludes the impact of fair value option accounting on certain assets and liabilities and includes cash generated from reverse mortgage origination activities for the periods during which we were originating reverse mortgages. Adjusted EBITDA may also include other adjustments, as applicable based upon facts and circumstances, consistent with our debt agreements.

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