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Guild Holdings Company (NYSE:GHLD)
Q1 2021 Earnings Call
May 11, 2021, 8:00 a.m. ET

Contents:

  • Prepared Remarks
  • Questions and Answers
  • Call Participants

Prepared Remarks:


Operator

Good morning, ladies and gentlemen, and welcome to the Guild Holdings Company first-quarter 2021 earnings conference call. [Operator instructions] As a reminder, this call is being recorded. I would now like to turn the conference over to Michael Kim, investor relations. Please go ahead, Michael.

Michael Kim -- Investor Relations

Thank you, and good day, everyone. Before we begin, I'd like to remind everyone that comments on this conference call may contain certain forward-looking statements regarding the company's expected operating and financial performance for future periods. These statements are based on the company's current expectations. Actual results for future periods may differ materially from those expressed or implied by these forward-looking statements due to a number of risks or other factors that are described in greater detail under Risk factors in Guild's Form 10-K and 10-Q and other reports filed with the U.S.

Securities and Exchange Commission. Additionally, today's remarks will refer to certain non-GAAP financial measures. Reconciliations of non-GAAP financial measures, where appropriate, to the corresponding GAAP measures, can be found in today's earnings release filed with the SEC as well as on Guild's Investor Relations website. Participating in the call today are Chief Executive Officer Mary Ann McGarry, President Terry Schmidt, and Chief Operating Officer David Neylan.

Now I'd like to turn the call over to Mary Ann McGarry. Mary Ann?

Mary Ann McGarry -- Chief Executive Officer

Thanks, Michael, and good morning, everyone. We've got a fair amount to cover today with our earnings and the acquisition we announced this morning, and we want to make sure to leave plenty of time to address questions. So let's get started. Terry and I will walk through highlights from our first-quarter results, and then we'll turn our attention to our acquisition of Residential Mortgage Services, or RMS, for short.

We posted a presentation on our website and will be referencing during our prepared remarks. So starting on Slide 3. Key highlights for the first quarter included strong growth in originations with funded volumes up 70% year over year. In turn, our net revenue more than tripled, while our net income and adjusted net income were up strongly versus the prior-year quarter.

We believe our results reinforce our differentiated business model focused on purchase lending, which has generated more consistent origination volumes and higher returns versus refinancing activity across interest rate cycle. Furthermore, our expanding geographic footprint, both through acquisitions and organic growth, remains a key competitive advantage when it comes to driving profitable growth and shareholder value. We are growing our business in existing MSAs and entering new markets by recruiting loan officers to our platform. Over the last five years, 80% of Guild's production has come from loan officers that are still with Guild.

This approach results in our high retention rates. And our ongoing coaching programs and system enhancements drive improving productivity for our existing loan officers. Technology continues to reshape the mortgage industry. And we believe our proprietary platform will increasingly add value.

Our data analytics help us optimize prospecting, while our digital capabilities provide clients with a full suite of production and fulfillment services, and we focus on optimizing the servicing portfolio and client retention. Originating loan officers maintain relationships, which drives repeat business. And our data reinforce the efficacy of our model, with our refinance recapture rate remaining strong at 69% for the quarter. So with that, I'd like to turn it over to our president, Terry Schmidt.

Terry?

Terry Schmidt -- President

Thanks, Mary Ann. We're pleased to again report strong financial results for Guild Holdings company. For the first quarter of 2021, we generated $9.8 billion of loan originations, representing 70% growth year over year. Net revenue totaled $526 million, up more than 200% from $170 million in the first quarter of 2020, while net income totaled $161 million or $2.67 per diluted share.

Adjusted net income, which excludes the change in fair value of MSRs due to model inputs and assumptions, acquisition-related contingent liabilities, and stock-based compensation, was up 84% year over year to $106 million, primarily driven by the strong growth in origination volumes. And we generated adjusted earnings per share of $1.77 for the quarter. Starting with our origination segment, volume growth over the year-ago quarter remained strong. Pull-through adjusted locked volume totaled $9.3 billion in the first quarter, with 37% of closed loan origination volume from purchase business compared to the Mortgage Bankers Association average of 29%.

Gain on sale margins on originations increased by 9% year over year to 457 basis points, while the margin on pull-through adjusted locked volume grew 61% year over year to 480 basis points. Segment net revenue grew 86% year over year to $448 million, primarily driven by higher loan origination fees and gain on sale of loans. Putting it all together, the origination segment net income increased to $160 million for the quarter, up 133% year over year from $69 million. Turning to our servicing business.

Our unpaid principal balance grew 25% year over year to $63 billion as of March 31, 2021. Following suit, total loan servicing and other fees increased by 17% year over year to $45 million for the first quarter of 2021, with net income attributed to the servicing segment totaling $67 million, compared to a loss of $79 million in the prior-year quarter, largely reflecting a favorable turnaround in MSR fair value adjustments. Importantly, we retained servicing rights for 94% of total loans sold in the first quarter of 2021, further reinforcing our symbiotic business model that drives sustainable growth across a variety of market and interest rate backdrop. Our balance sheet remains strong and highly liquid with $315 million of cash and cash equivalents excluding funds used to pay down our warehouse lines as well as $2.1 billion of warehouse lines of credit with an unused capacity of $1 billion as of March 31, 2021.

We remain focused on capital allocation to drive long-term value for our shareholders. In addition to funding originations, ongoing reinvestment in the business and the RMS acquisition, the Board of Directors declared a special cash dividend of $1 per share payable on or about May 28, 2021, to our Class A and Class B common stockholders of record on May 21, 2021. While we are not providing forward-looking guidance, we did want to provide an update on the second quarter. To that point, for April 2021, our loan origination volume was $2.8 billion, and the total pull-through adjusted locked volume was approximately $2.5 billion.

And looking ahead, as many others in the industry have communicated, we do anticipate several macro factors to challenge near-term growth prospects for the mortgage industry more broadly. From a volume perspective, refinance activity likely continues to soften as interest rates rise. Turning now to profitability. Gain on sale margins will likely normalize as supply and demand trends converge and competition remains intense.

We are not immune to these macro headwinds, which we expect will impact near-term trends across origination volumes, gain on sale margins, revenue and earnings. That said, we remain confident in delivering sustainable and profitable growth across cycles reinforced by our 60-year track record, reflecting our differentiated purchase-focused business model and scale-enabled retail distribution platform, combined with our proprietary technology stack. More specifically, industry origination volumes are expected to increasingly favor purchase volumes as interest rate cycles turn. Moreover, our purchase business is different in that we compete on service, not price, and leverage our long-standing relationships with existing referral partners and past clients.

Finally, the retail channel has historically driven higher gain on sale margins relative to the wholesale and correspondent channels. So now let me turn it back to Mary Ann to discuss our exciting Residential Mortgage Services acquisition. Mary Ann?

Mary Ann McGarry -- Chief Executive Officer

Thanks, Terry. We're pleased to announce the acquisition of Residential Mortgage Services. We think this transaction is compelling from a strategic and financial perspective and represents a very attractive use of capital. Terry and I will provide some of the transaction highlights.

Let me start by emphasizing this is a powerful combination that will be accretive to earnings, with RMS increasingly leveraging Guild's scale, technology, and in-house platform to accelerate growth in originations, market share, and profitability as we move forward. The upfront purchase price equates to three and a quarter times estimated 2021 earnings, which we believe is an attractive valuation multiple. The upfront consideration will consist of 91% cash and 9% stock. In addition, the transaction structure includes an earn-out component to align our interests.

More specifically, the consideration includes a three-year earnout that is capped at 50% of RMS' pre-tax production segment earnings, subject to minimum profitability hurdles. This transaction is expected to close in the third quarter of 2021, and RMS's management team and key personnel will continue to run their business. Turning to Slide 9. Let me walk through the transaction highlights.

First, RMS's impressive leading position in the Northeast will extend and complement our geographic footprint into key markets, thereby, meaningfully enhancing our prospects for growth. By leveraging Guild's in-house servicing capabilities, technology, and expertise, RMS will be better positioned to extend the length of client relationships and capture repeat business. Second, RMS's business mix is highly aligned in Guild's in terms of their focus on purchase business through the retail channel. Since 2010, purchase origination volumes as a percentage of total originations have averaged 69% at Guild and 70% for RMS, or 22% and 23% higher than the broader market, respectfully.

We believe this positions us well to continue to generate durable volume and consistent margins post-close. Similarities in strategy and a client-centric approach will allow us to provide clients with a consistent experience across the United States and efficiently integrate RMS. Third, as I mentioned earlier, the transaction is very compelling from a financial standpoint. We are leveraging our strong and liquid balance sheet, and we expect the transaction to be accretive to 2021 earnings per share.

Fourth, the deal represents a great opportunity to invest excess cash to generate an attractive return on capital. Fifth, there is a strong culture alignment, with both teams dedicated to supporting local communities and building trusted client relations. Our similar values will enable Guild to efficiently integrate RMS and provide clients with a memorable customer experience across the United States. Sixth, we expect to generate an enhanced gain on sale margins for RMS and realized expense synergies over time, further strengthening our proven M&A track record.

And finally, this is our seventh successful acquisition since 2008, reinforcing our proven and disciplined M&A strategy. Turning to Slide 10. RMS is an independent retail lender with a strong presence in the Northeast. Founded in 1991, the company has offices across 14, New England and Mid-Atlantic states.

And as the No. 1 purchase lender in Maine and New Hampshire, led by President and CEO, James Sealy, RMS maintains a strong and tenured management team. While 2020 was a banner year for RMS, with $8.5 billion of originations and more than $100 million of net income, even more impressive is the company's strong and consistent growth and business mix over time. Origination volumes have compounded at an annual growth rate of 26%, while purchased loans have accounted for 70% of total origination volumes over the last 10 years as shown in the appendix.

So in summary, we expect this transaction will strengthen our platform given the many synergies between our geographic reach, products, sales tools, and servicing teams. As a result, we are even more confident in being able to deliver profitable growth across cycles and drive long-term value for shareholders. So with that, I will pass it back over to Terry to discuss the business and financial benefits in greater detail.

Terry Schmidt -- President

Thank you, Mary Ann. I wanted to spend some time walking through the strategic and financial attributes for this transaction on Slide 11. At a high level, RMS fits well into our disciplined acquisition strategy given the firm's strong presence in local markets, purchase orientation, and cultural alignment. More specifically, RMS brings immediate scale to a new region with strong potential upside for growth under Guild's leadership.

And there is a great deal of consistency across our two firms as it relates to business mixes, distribution channel focus, marketing strategies, and corporate cultures. We believe these similarities will facilitate a smooth integration process, ongoing excellence in customer service, and sustainable origination volumes, margins, and earnings even as the interest rate backdrop shifts. From a financial standpoint, we expect the acquisition to be highly accretive from an earnings perspective, as we anticipate driving synergies over time, reflecting our proven execution capabilities and operational expertise, even as RMS already maintains attractive ROEs on a stand-alone basis. So the transaction opens up a sizable and previously untapped market for us with strong potential upside for growth.

And you can see the strong and consistent growth RMS has generated over the last 10 years, on Slide 18 in the appendix. Moving over to Slide 12 maps out our geographic reach before and after the RMS acquisition. Has clearly demonstrated the acquisition of RMS further enhances our nationwide presence and provides a strong foothold in the Northeast. Through the transaction, we will add 250 loan officers in approximately 70 branch locations, bringing our total loan officer count to more than 1,350 across 270 retail branches.

On Slide 13, we lay out how adding RMS in the mix leverages our core competencies and enhances our competitive positioning and growth prospects. As mentioned earlier, RMS's business mix is strongly aligned consistent with the Guild footprint, given its purchase focused. Pro forma for the acquisition, Guild with RMS combined, generated $42 billion of retail channel originations last year, ranking seventh among non-bank lenders in 2020, as shown on the chart on the bottom left. And looking at the five-year period ended December 31, 2020, purchased loans accounting for 72% of RMS' origination volumes, bringing our pro forma mix to 66% or 15 percentage points above the overall market at 51%.

In essence, we are doubling down on the purchase market with the retail channel, which we believe will drive more consistent earnings and more attractive gain on sale margins across interest rate cycles. We have a history of growing through targeted acquisitions with a disciplined strategy and proven track record, as shown on Slide 14. More broadly, we look to partner with management teams to share our values and commitment to innovation, creativity, and collaboration. We continue to focus on companies that maintain strong positions in local markets with clearly defined approaches to driving sustainable growth.

We've prioritized incorporating meaningful earn-outs as a key component of transaction structures to align interest and maintain an attractive return on investment. And post-acquisition, while we implement integration plans to optimize operational efficiencies, we also allow them to continue executing the strategies that have driven historical growth and made them successful. Another key component of our strategy is driving strong growth and realizing meaningful synergies post-acquisition. Looking back across the six transactions completed over the last 12 years, origination volumes for acquired companies increased by averages of 29% and 37% in the second and third years, following each transaction closing.

Finally, Slide 15 shows the time line for the seven acquisitions we have made since 2008. While the transactions had varied in terms of sizes, footprints, and contributions, we've been able to consistently enhance growth post-acquisition. Drivers include increasing market share and volumes, enhancing gain on sale margins, leveraging Guild's proprietary technology platform to improve efficiencies and realize expense synergies. Looking ahead, we expect to continue to leverage our public currency and strong brand to further accelerate growth with ample balance sheet capacity to capitalize on incremental M&A opportunities should they arise.

Before we take questions, we wanted to wish Amber, our CFO, and her new baby well. So with that, I will turn it back to the operator to open up the call for questions. Operator?

Questions & Answers:


Operator

Thank you. [Operator instructions] The first question comes from Don Fandetti with Wells Fargo. Please go ahead.

Don Fandetti -- Wells Fargo Securities -- Analyst

Hey. Good morning. So it looks like gain on sale margin held up pretty well in Q1 in March. I was wondering if you could talk a little bit about the near-term outlook in April? And going forward, adjusted locked volumes, a lot of peers have talked about significant contraction in that margin?

Terry Schmidt -- President

Sure. I can take that question. This is Terry. Yes.

We are following the industry as far as getting caught up with capacity and seeing that the industry is -- just the margins are tightening, getting back to normalized levels. So historically, we, outside of refinance periods. We've averaged about 380 basis points in gain on sale. And expect that, that type of trend is we're starting to see that, similar to our historical levels.

Don Fandetti -- Wells Fargo Securities -- Analyst

Got it. And then on the dividend -- the dollar special dividend, is that going to be the sort of plan going forward that we'll see special rather than a quarterly ongoing dividend?

Mary Ann McGarry -- Chief Executive Officer

This is Mary Ann. Yes.

Don Fandetti -- Wells Fargo Securities -- Analyst

OK. All right. Thank you.

Terry Schmidt -- President

Thanks, Don.

Operator

The next question comes from Rick Shane with J.P. Morgan. Please go ahead.

Rick Shane -- J.P. Morgan -- Analyst

Thanks for taking my question, and Don really hit upon it in terms of what you see in terms of normal normalization gain on sale. Two things to explore just a little bit further. As we reach equilibrium, just like we saw a period of gain on sale that exceeded historical norms. Where do you think we could -- where historically, have you seen a trough during the periods where equilibrium is resetting and supply actually exceeds demand?

Mary Ann McGarry -- Chief Executive Officer

We're not giving forward guidance on gain on sale. However, I would say that historically, the low was probably about 50 basis points below the 380 mark. But on average, again, we've, over time, been extremely consistent at the 380 mark.

Rick Shane -- J.P. Morgan -- Analyst

Got it. And I appreciate both that, that is not guidance and also your willingness to provide some context, both are helpful. As that shifts, should we think about the composition of gain on sale shifting a little bit in terms of mix of cash and MSR cap as well?

Mary Ann McGarry -- Chief Executive Officer

I would say that would be the case because as rates rise, the value of the MSR goes up. And we're already seeing that our MSR value because of the rate increasing, the prepayments speed slowing down, the values are starting to increase. So it will change somewhat to be a little bit higher weighted on the MSR side.

Rick Shane -- J.P. Morgan -- Analyst

Got it. And then last question. When we think about that cash mix, when we think about your commission expense, can you reach a level where the cash gain on sale is below commission, or is it going to -- does it sort of -- do you just reach a point of breakeven? How should we think about that just from a cash flow perspective?

Mary Ann McGarry -- Chief Executive Officer

Historically, we've never reached that point.

Rick Shane -- J.P. Morgan -- Analyst

OK. Great. Thank you, guys, very much, and congratulations to Amber.

Mary Ann McGarry -- Chief Executive Officer

Thank you.

Operator

The next question comes from Trevor Cranston with JMP Securities. Please go ahead.

Trevor Cranston -- JMP Securities -- Analyst

All right. Thanks. So on the RMS acquisition -- first, just a point of clarification. When you mentioned the purchase price and the company's tangible book value, is the expected purchase price just equal to tangible book value? Or is there any sort of premium to book built into that?

Terry Schmidt -- President

There is an $80 million cash premium that we're paying above book -- tangible book.

Trevor Cranston -- JMP Securities -- Analyst

OK. I gotcha. And can you say how much of their book -- like how large their servicing portfolio is that will be coming over as part of the acquisition?

Mary Ann McGarry -- Chief Executive Officer

Sure. They have a $700 million approximate servicing portfolio. So it's very small. So we really looked at this transaction as a multiple of earnings because their balance sheet is really mostly short-term inventory-related and the entire balance sheet outside of the MSR will probably turn in 90 days.

So it's really an earnings multiple play.

Trevor Cranston -- JMP Securities -- Analyst

OK. That makes sense. And I guess as you laid out the sort of similarities in the companies and why it was an attractive target for you guys to go after. And as you mentioned, the synergies you expect to be able to realize over time.

I guess RMS historically been a company that's been able to recapture on servicing? Or has that not really been something they focus on? And is that a part of the sort of synergy that you guys think coming through for the combined company over time is bringing the recapture expertise you guys have to the business that they've been doing?

Mary Ann McGarry -- Chief Executive Officer

Trevor, this is Mary Ann. I can answer that. We see is they have a strong purchase hold. And since they don't have a portfolio, they don't recapture like we have and don't have -- we see that as a synergy going forward.

But they have such strong customer relationships that they did do a fair amount of refinance transactions just from their own CRM and building relationships, but we see that as a very positive synergy going forward. And with our platform and technology and ability to stay connected with our customers through the life of the loan, we feel that they will benefit from our technology and CRM platform.

Terry Schmidt -- President

Yes. To add to Mary Ann's point, their business model has been primarily to sell on a service release basis and/or sell the servicing on a flow basis. So their servicing was so small just when there were some liquidity issues back in March, they started retaining some volume. But their long-term plan has been to service relief.

So they are super, super excited to be at Guild to be able to get that -- to drive that life of loan and customer-for-life concept and that they just feel like that's such a huge part of growing their business going forward. So we're really excited.

Trevor Cranston -- JMP Securities -- Analyst

OK. That makes a lot of sense. Thanks for the comments.

Operator

[Operator instructions] The next question is Giuliano Bologna with Compass Point. Please go ahead.

Giuliano Bologna -- Compass Point -- Analyst

Good morning, and congratulations on a great and productive quarter with the dividend and the acquisition. I guess starting off, a little more of a kind of -- a little bit more housekeeping type of questions. I'd be curious how much cash is currently being used to pay down the warehouse lines and also the MSR lines, just to give a sense of kind of what your total liquidity is? And then that a similar kind of cleanup topic, if there's any contribution in the period?

Terry Schmidt -- President

Sure. So our cash at the end of Q1 was $315 million. And our buy down on the warehouse side was $131 million. So if you add that, our total cash was about $426 million.

And then we actually paid down our MSR financing at the end of the year. And so our MSRs leveraged at about 30%. So we've got a lot of capacity there to borrow. So we're in still very good shape from a cash perspective, and we feel like we have a lot of different levers to get to liquidity if we needed it.

And so we feel very comfortable where we're at.

Giuliano Bologna -- Compass Point -- Analyst

That sounds very good. Then switching over to kind of the acquisition quickly. Obviously, they've been selling a service release basis, the majority of their production volume historically. I would be curious from a margin perspective.

Obviously, there's some margin impact to that. And I'm curious if there's margin upside opportunities? I realize it's not necessarily -- it's hard to necessarily say exactly where that is going forward because the forward numbers will change. But is there an update for Guild to increase margins just by having the ability to maintain -- retain servicing and then also there are opportunities on the back end with recapture also earning out the MSRs, etc.? I'm kind of curious if there's different factors that could come into play here.

Mary Ann McGarry -- Chief Executive Officer

Yes. Yes. We believe there is a good opportunity to improve the execution on the secondary side. And by retaining the servicing.

So in the past, we've been able to increase improve the execution by 20, 25 basis points at a minimum with past acquisitions. And we believe that we'll be able to do that as well with going forward with RMS.

Giuliano Bologna -- Compass Point -- Analyst

That sounds. And I think historically, I think going back, Guild, for the past decade or so has been cash-flow positive on origination going on a pre-tax basis. And that there's some fact in also beyond that around selling some servicing release. I'm kind of curious how refits and if they're in a similar -- if they would be in a similar position if they shifted over to your kind of mix of servicing retained versus release?

Mary Ann McGarry -- Chief Executive Officer

Yes. We believe that, over time, they will mirror Guild's performance and their business mix is very comparable to Guild's. And we believe that they will eventually -- when we're fully integrated, look like Guild and everything else we have.

Terry Schmidt -- President

Yes. To Mary Ann's point, keep in mind that this is a big transaction, and it's going to take us, we feel, through the end of the year to completely integrate them onto our platform. So once they're completely on our platform, then we're going to experience -- they will experience the gain on sale margins based on Guild execution and retaining, but it will take through the end of the year, the transition.

Giuliano Bologna -- Compass Point -- Analyst

Right. And then just a very quick one. I was curious if there was any contribution in the quarter? If there was, did you see that recurring?

Terry Schmidt -- President

Contribution, you mean?

Giuliano Bologna -- Compass Point -- Analyst

From some of the early buyouts?

Mary Ann McGarry -- Chief Executive Officer

Yes. Yes. There has been. I've got to get that number for you.

I can respond by -- I'll have to look at the number, but yes, there has been, and it is increasing. We bought a decent amount of loans for us. The decent amount of loans we did early buyouts this first quarter. So it is -- yes.

It is growing.

Terry Schmidt -- President

But it's not material here.

Mary Ann McGarry -- Chief Executive Officer

Yes. Here it is. I found it. It was about $1.8 million for Q1.

And compared to Q1 of 2020, it was a million.

Giuliano Bologna -- Compass Point -- Analyst

That's great then. Very helpful. I appreciate the time, and congratulations to Amber. I'll jump back in the queue now.

Operator

This concludes the question-and-answer session. I would like to turn the conference back over to Mary Ann McGarry, the CEO, for any closing remarks.

Mary Ann McGarry -- Chief Executive Officer

Well, thank you, everyone, for your time and interest, and we look forward to continuing to discuss our progress on future calls.

Terry Schmidt -- President

Thank you.

Operator

[Operator signoff]

Duration: 42 minutes

Call participants:

Michael Kim -- Investor Relations

Mary Ann McGarry -- Chief Executive Officer

Terry Schmidt -- President

Don Fandetti -- Wells Fargo Securities -- Analyst

Rick Shane -- J.P. Morgan -- Analyst

Trevor Cranston -- JMP Securities -- Analyst

Giuliano Bologna -- Compass Point -- Analyst

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