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EX-99.2 - EXHIBIT 99.2 - DITECH HOLDING Corpc24424exv99w2.htm
8-K - FORM 8-K - DITECH HOLDING Corpc24424e8vk.htm
         
Exhibit 99.1
(WALTER LOGO)
Press Release
     
FOR IMMEDIATE RELEASE
November 8, 2011
  Investor and Media Contact: Whitney Finch
Director of Investor Relations
813.421.7694
wfinch@walterinvestment.com
WALTER INVESTMENT MANAGEMENT CORP. ANNOUNCES THIRD QUARTER 2011 FINANCIAL RESULTS
(Tampa, Fla.) — Walter Investment Management Corp. (NYSE Amex: WAC) (“Walter Investment” or the “Company”) today announced results for the quarter ended September 30, 2011.
    The Company added approximately 97,000 accounts with an unpaid principal balance (“UPB”) of approximately $19 billion during the quarter. Total accounts serviced were 910,000 at the end of the quarter, with a UPB of $59 billion. On November 1, the Company received a transfer of approximately 85,000 accounts with an estimated UPB of $15 billion, and anticipates total transfers of approximately 65,000 accounts with a UPB of nearly $13 billion in December. The Company anticipates that with the additional new business transfers during the fourth quarter it will end 2011 with a total serviced portfolio exceeding 1,000,000 accounts with a UPB of approximately $85 billion.
    Total revenue was $151.1 million, driven by the growing fee-based servicing revenue from the acquisition of GTCS Holdings LLC (“Green Tree”).
    Core earnings for the third quarter was $16.5 million after taxes, or $0.58 per diluted share, and pro-forma adjusted EBITDA was $53.4 million, both in-line with management’s expectations.
    Net income, adjusted for special charges, was $0.3 million or $0.01 per diluted share. Certain charges included income tax expense of $59.8 million, or $2.10 per diluted share, related to the Company no longer qualifying as a REIT, and $3.6 million, or $0.08 per diluted share, of transaction and integration-related costs associated with the acquisition of Green Tree.
    The reported GAAP net loss was $61.8 million or $2.17 per diluted share including certain charges totaling $2.17 per share.
“The significant growth this quarter in our serviced accounts and solid earnings results are further confirmation of our belief that there is a continuing strong secular movement toward special servicers and a solid validation of the strategic reasoning behind our acquisition of Green Tree,” stated Mark J. O’Brien, Walter Investment’s Chairman and CEO. “We continue to see significant movement of higher-risk assets to special servicers across the industry and anticipate there will be continued high levels of servicing transfers for the next several years. The acquisition of Green Tree has uniquely positioned us to assist owners of servicing and credit risk by enhancing both the levels of servicing and regulatory compliance provided and by the value we add to the assets through the application of our high-touch servicing protocols. We are confident in our ability to continue to grow the business based on the opportunities in the market and our solid business development pipeline.”
(WAC LOGO)
3000 Bayport Drive, Suite 1100, Tampa, Florida 33607
813.421.7600     www.walterinvestment.com

 

 


 

Third Quarter 2011 Financial and Operating Highlights
The Company’s results for all periods presented reflect the results for Walter Investment, with the results for Green Tree included only for the post-acquisition period since July 1, 2011. In most cases, material changes from prior periods are attributable to the acquisition of Green Tree.
    Core earnings after taxes for the third quarter was $16.5 million, or $0.58 per diluted share. The reported GAAP net loss before income taxes of $3.0 million was adjusted for $21.1 million of depreciation and amortization costs from a step-up in basis related to business combination transactions, transaction and integration related costs of $3.6 million, certain other non-cash adjustments totaling $1.3 million, and the net impact of the consolidated Non-Residual Trust Variable Interest Entities (“VIEs”) of $3.7 million.
    During the quarter, Walter Investment generated cash of $66.2 million from operations and ended the quarter with liquidity of $62.9 million, including cash of $36.2 million and availability on our revolver of $26.7. Payments of $10.0 million were made to reduce outstanding Company indebtedness during the quarter.
    Green Tree’s high touch servicing protocols yielded strong pool performance and improved value in pools serviced for third-parties. This performance lead the Company to earn a record $24.0 million of incentive and performance based servicing revenues in the quarter, including payments associated with exceeding certain pre-defined performance hurdles which are not expected to recur on a regular basis.
    The Company’s Loans and Residuals segment, which is comprised of the legacy Walter Investment owned portfolio, generated stable revenues and strong portfolio performance during the third quarter of 2011. Results for the segment included higher interest expense associated with the securitization of the Company’s previously unencumbered assets near the end of the second quarter that generated a portion of the proceeds used in the Green Tree acquisition, as well as increased provision for losses and REO expenses due to slightly higher loss severities and an increase in reserves for aged REO inventory.
Third Quarter 2011 Financial Summary
Total revenue for the third quarter was $151.1 million as compared to $43.5 million in the year-ago period. Results for the current quarter reflect the addition of $88.0 million of servicing revenue and fees, $17.0 million of insurance revenue and $4.9 million of other income, primarily from Green Tree’s operations.
Total expense increased from $35.2 million for the third quarter of 2010 to $152.7 million for the third quarter of 2010. The increase in total expense includes operating and overhead costs, including salaries and benefits and general and administrative expenses at Green Tree. Expenses for the third quarter of 2011 also included $26.0 million of increased depreciation and amortization expense, $21.5 million of higher interest expense on corporate debt and $3.6 million of transaction and integration-related costs associated with the Green Tree acquisition.
Income tax expense for the third quarter of 2011 reflected a charge of $59.8 million related to the Company no longer qualifying as a REIT, requiring the recognition of all deferred tax items for US GAAP purposes.
Servicing
The Company’s Servicing segment, which includes Green Tree’s servicing and asset recovery operations, Marix and Walter Investment’s servicing operations, generated revenues of $97.2 million in the third quarter, which included $57.9 million of servicing fees, $24.0 million of incentive and performance-based fees, and $6.1 million of ancillary and other fees. Expense for the Servicing segment was $84.0 million, which included $20.3 million of depreciation and amortization costs resulting from Walter Investment’s acquisition of Green Tree. The segment generated income before income taxes of $12.6 million for the quarter ended September 30, 2011. The Servicing segment’s core earnings before income taxes for the quarter was $33.5 million after adjusting for the impact of the step-up depreciation and amortization.
Insurance
Walter Investment’s Insurance segment generated revenues of $18.5 million, offset by expenses of $12.4 million for the third quarter. Insurance segment income before income taxes for the quarter was $6.2 million. Segment core earnings before income taxes was $7.4 million for the quarter ended September 30, 2011.

 

 


 

Loans and Residuals
The Loans and Residuals segment, comprised of the legacy Walter Investment owned portfolio, generated interest income of $41.2 million for the third quarter of 2011, in-line with interest income generated in the second quarter of 2011. Total expense for the segment was $35.1 million, including $24.8 million of interest expense on securitized debt. Interest expense for the quarter was higher as a result of the securitization of the Company’s previously unencumbered residential assets. The Loans and Residuals segment generated income before income taxes of $6.1 million and core earnings of $6.4 million for the third quarter of 2011.
Portfolio performance remained solid during the quarter with delinquencies of 5.30% at September 30, 2011 as compared to 4.58% at June 30, 2011. The increase was in line with the historical seasonal uptick in delinquencies that occurs from June to September. Loss severities for the third quarter were 17.6% as compared to 15.4% in the second quarter and 16.9% in the prior year period, as the levels of REO inventory, including aged REO were reduced. REO inventory levels have been reduced by 22% over the course of the first nine months of the year.
Outlook
For the full year 2011, we are projecting pro-forma adjusted EBITDA to be in a range of between $200 and $210 million. For 2012, we expect the legacy portfolios and businesses, including new business boarded in 2011, to contribute pro-forma adjusted EBITDA of between $200 and $210 million. Pro-forma adjusted EBITDA for 2012’s new business contribution on top of this $200 to $210 million will be dependent on a variety of factors, including but not limited to the amount, timing, product type and delinquency rates of the new business added.
Pro-forma Adjusted EBITDA
Pro-forma adjusted EBITDA is presented in accordance with its definition in the Company’s credit agreements and represents income before income taxes, depreciation and amortization, interest expense on corporate debt, transaction and integration related costs, the net effect of the non-residual VIEs and certain other non-cash income and expense items. Pro-forma adjusted EBITDA also includes an adjustment to reflect pro-forma synergies and, for periods prior to the acquisition, adjustments to reflect Green Tree as having been acquired at the beginning of the year.
Conference Call Webcast
Members of the Company’s leadership team will discuss Walter Investment’s third quarter results and other general business matters during a conference call and live webcast to be held on Tuesday, November 8, 2011, at 10 a.m. Eastern Time. To listen to the event live or in an archive, which will be available for 30 days, visit the Company’s website at www.walterinvestment.com.
About Walter Investment Management Corp.
Walter Investment Management Corp. is an asset manager, mortgage servicer and mortgage portfolio owner specializing in less-than-prime, non-conforming and other credit-challenged mortgage assets. Based in Tampa, Fla., the Company services a diverse $59 billion loan portfolio consisting of approximately 910,000 loans employing over 2,400 people. For more information about Walter Investment Management Corp., please visit the Company’s website at www.walterinvestment.com.

 

 


 

Safe Harbor Statement
Certain statements in this release and in any of Walter Investment Management Corp.’s public documents referred to herein, contain or incorporate by reference “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Walter Investment Management Corp. is including this cautionary statement to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are not historical fact are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “project,” “estimate,” “forecast,” “objective,” “plan,” “goal,” “apparent” and similar expressions, and the opposites of such words and expressions are intended to identify forward-looking statements. Forward-looking statements, including the guidance provided in this release, are based on the Company’s current beliefs, intentions and expectations; however, forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance or achievements, to differ materially from those reflected in the statements made or incorporated in this release. Thus, these forward-looking statements are not guarantees of future performance and should not be relied upon as predictions of future events. The risks and uncertainties referred to above include, but are not limited to: local regional, national and global economic and political trends and developments in general and local, regional and national real estate and residential mortgage market trends in particular; the occurrence of anticipated growth of the specialty servicing sector; the effects of competition from a variety of local, regional, national and other mortgage servicers; our ability to successfully integrate the Green Tree business into our historical business and to achieve expected synergies; the continuation of regulatory pressures on large banks relating to their mortgage servicing, as well as regulatory pressure on the rest of the mortgage servicing sector, including increased performance standards and reporting obligations, changes to our insurance business, including the involuntary placement of insurance for mortgagors, and/or the rights and obligations of property owners, mortgagees and tenants; the effect of Company risk management strategies, including the management and protection of personal and private information of our customers and mortgage holders and the protection of our information systems from third party interference (cyber-security); unexpected losses resulting from pending, threatened or unforeseen litigation or other third party claims against the Company; risks related to the financing incurred in connection with the acquisition of Green Tree, including our ability to achieve revenues sufficient to carry our debt and otherwise to meet the covenants of our debt; and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”). The acquisition of Green Tree has resulted in significant changes to our risk factors. The reader is directed to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed with the SEC on August 8, 2011 for a detailed explanation of our current risk factors.
All forward-looking statements set forth herein are qualified by this cautionary statement and are made only as of November 7, 2011. The Company undertakes no obligation to update or revise the information contained herein, including without limitation, any forward-looking statements, whether as a result of new information, subsequent events or circumstances, or otherwise, unless otherwise required by law.

 

 


 

Walter Investment Management Corp.
Segment Revenues and Operating Income
For the Three Months Ended September 30, 2011
($ in thousands)
                                                         
                                    Non-                
    Business Segments     Residual                
                    Loans and             Trusts and             Total  
    Servicing     Insurance     Residuals     Other     Corporate     Eliminations     Consolidated  
REVENUES
                                                       
Servicing revenue and fees
  $ 95,711     $     $     $     $     $ (7,699 )   $ 88,012  
Interest income on loans
                41,174             65             41,239  
Insurance revenue
          17,787                         (833 )     16,954  
Other income
    1,521       751             2,363       300             4,935  
 
                                         
Total revenues
    97,232       18,538       41,174       2,363       365       (8,532 )     151,140  
EXPENSES
                                                       
Interest expense
    1,093       334       24,781             21,128             47,336  
Provision for loan losses
                1,865                         1,865  
Depreciation and amortization
    25,053       917             72                   26,042  
Other expenses, net
    57,871       11,112       8,445       2,106       6,455       (8,532 )     77,457  
 
                                         
Total expenses
    84,017       12,363       35,091       2,178       27,583       (8,532 )     152,700  
OTHER INCOME (EXPENSE)
                                                       
Net fair value losses
    (650 )                       (754 )           (1,404 )
 
                                         
Total other income (expense)
    (650 )                       (754 )           (1,404 )
 
                                         
Income (loss) before income taxes
    12,565       6,175       6,083       185       (27,972 )           (2,964 )
 
                                                       
CORE EARNINGS
                                                       
Step-up depreciation and amortization
    20,289       837                               21,126  
Net impact of VIEs
                            3,686             3,686  
Transaction and integration costs
    45       9             1       3,475             3,530  
Non-cash interest expense
    649       334       281             18             1,282  
 
                                         
Total adjustments
    20,983       1,180       281       1       7,179             29,624  
 
                                         
Core earnings before income taxes
  $ 33,548     $ 7,355     $ 6,364     $ 186     $ (20,793 )   $     $ 26,660  
 
                                         
 
                                                       
    September 30, 2011
Total assets
  $ 1,341,043     $ 165,132     $ 1,629,732     $ 6,691     $ 954,291     $     $ 4,096,889  
 
                                         
 
                                                       

 

 


 

Walter Investment Management Corp. and Subsidiaries
Consolidated Statements of Operations
(dollars in thousands, except share and per share amounts)
                                 
    For the Three Months Ended     For the Nine Months Ended  
    September 30,     September 30,  
    2011     2010     2011     2010  
 
REVENUES
                               
Servicing revenue and fees
  $ 88,012     $     $ 94,259     $  
Interest income on loans
    41,239       41,307       124,623       124,817  
Insurance revenue
    16,954       1,778       21,123       6,636  
Other income
    4,935       437       6,123       2,213  
 
                       
Total revenues
    151,140       43,522       246,128       133,666  
 
                               
EXPENSES
                               
Interest expense
    47,336       20,176       89,389       61,871  
Provision for loan losses
    1,865       1,377       3,365       4,541  
Salaries and benefits
    49,404       5,708       67,128       18,547  
Depreciation and amortization
    26,042       59       26,402       243  
General and administrative
    23,227       5,002       47,561       14,673  
Other expenses, net
    4,826       2,882       13,775       8,282  
 
                       
Total expenses
    152,700       35,204       247,620       108,157  
 
                               
OTHER INCOME (EXPENSE)
                               
Net fair value losses
    (1,404 )           (1,404 )      
Other
          1,680       95       1,680  
 
                       
Other income (expense)
    (1,404 )     1,680       (1,309 )     1,680  
 
                               
Income (loss) before income taxes
    (2,964 )     9,998       (2,801 )     27,189  
Income tax expense
    58,798       312       58,866       828  
 
                       
Net income (loss)
  $ (61,762 )   $ 9,686     $ (61,667 )   $ 26,361  
 
                       
 
                               
Basic earnings (loss) per common and common equivalent share
  $ (2.17 )   $ 0.36     $ (2.26 )   $ 0.98  
Diluted earnings (loss) per common and common equivalent share
  $ (2.17 )   $ 0.36     $ (2.26 )   $ 0.98  
Total dividends declared per common and common equivalent share
  $ 0.22     $ 0.50     $ 0.22     $ 1.00  
 
                               
Weighted-average common and common equivalent shares outstanding — basic
    28,490,886       26,474,001       27,251,361       26,411,018  
Weighted-average common and common equivalent shares outstanding — diluted
    28,490,886       26,569,897       27,251,361       26,492,850  
 
                               

 

 


 

Walter Investment Management Corp. and Subsidiaries
Consolidated Balance Sheets
(dollars in thousands, except share amounts)
                 
    September 30, 2011     December 31, 2010  
    (Unaudited)        
ASSETS
               
 
               
Cash and cash equivalents
  $ 36,171     $ 114,352  
Restricted cash and cash equivalents
    259,278       52,289  
Residential loans (includes $696,245 and $0 at fair value)
    2,325,951       1,637,392  
Allowance for loan losses
    (13,296 )     (15,907 )
 
           
Residential loans, net
    2,312,655       1,621,485  
Receivables, net (includes $80,565 and $0 at fair value)
    231,921       3,426  
Servicer and protective advances, net
    135,730       10,440  
Servicing rights, net
    264,341        
Goodwill
    468,163        
Intangible assets, net
    136,191        
Premises and equipment, net
    133,005       2,286  
Deferred tax asset, net
          221  
Other assets
    119,434       90,991  
 
           
Total assets
  $ 4,096,889     $ 1,895,490  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
               
Accounts payable and other accrued liabilities
(includes $23,699 and $0 at fair value)
  $ 224,229     $ 41,762  
Dividends payable
    6,200       13,431  
Servicing advance liabilities
    105,740       3,254  
Debt
    774,285        
Mortgage-backed debt (includes $830,488 and $0 at fair value)
    2,268,366       1,281,555  
Servicer payables
    137,644        
Deferred tax liability, net
    49,934        
 
           
Total liabilities
    3,566,398       1,340,002  
 
               
Commitments and contingencies
               
 
               
Stockholders’ equity:
               
Preferred stock, $0.01 par value per share:
               
Authorized — 10,000,000 shares
               
Issued and outstanding — 0 shares at September 30, 2011 and December 31, 2010
           
Common stock, $0.01 par value per share:
               
Authorized — 90,000,000 shares
               
Issued and outstanding — 27,650,118 and 25,785,693 shares at September 30, 2011 and December 31, 2010, respectively
    277       258  
Additional paid—in capital
    170,661       127,143  
Retained earnings
    358,969       426,836  
Accumulated other comprehensive income
    584       1,251  
 
           
Total stockholders’ equity
    530,491       555,488  
 
           
Total liabilities and stockholders’ equity
  $ 4,096,889     $ 1,895,490  
 
           
                 
    September 30, 2011     December 31, 2010  
    (Unaudited)        
ASSETS OF THE CONSOLIDATED SECURITIZATION TRUSTS THAT CAN ONLY BE USED TO SETTLE THE OBLIGATIONS OF THE CONSOLIDATED SECURITIZATION TRUSTS:
               
Restricted cash and cash equivalents
  $ 59,374     $ 42,859  
Residential loans (includes $696,245 and $0 at fair value)
    2,316,686       1,543,047  
Allowance for loan losses
    (13,178 )     (15,217 )
 
           
Residential loans, net
    2,303,508       1,527,830  
Receivables, net (includes $80,565 and $0 at fair value)
    80,565        
Other assets
    60,478       57,658  
 
           
Total assets
  $ 2,503,925     $ 1,628,347  
 
           
 
               
LIABILITIES OF THE CONSOLIDATED SECURITIZATION TRUSTS FOR WHICH CREDITORS OR BENEFICIAL INTEREST HOLDERS DO NOT HAVE RECOURSE TO THE COMPANY:
               
 
               
Accounts payable and other accrued liabilities
  $ 10,696     $ 8,593  
Mortgage-backed debt (includes $830,488 and $0 at fair value)
    2,268,366       1,281,555  
 
           
Total liabilities
  $ 2,279,062     $ 1,290,148  
 
           

 

 


 

Reconciliation of GAAP Income Before Income Taxes to Non-GAAP Core Earnings
and Pro-forma Adjusted EBITDA
For the Three Months Ended September 30, 2011
($ in millions except per share amounts)
Core Earnings
         
Income before income taxes
  $ (3.0 )
Add back:
       
Step-up depreciation & amortization
    21.1  
Transaction & integration related costs
    3.6  
Non-cash interest expense items
    1.3  
VIE impact, net
    3.7  
 
     
Pre-tax core earnings
    26.7  
 
     
 
After tax core earnings (38% tax rate)
  $ 16.5  
 
     
Shares outstanding (millions)
    28.5  
Core EPS
  $ 0.58  
 
     
Pro-Forma Adjusted EBITDA
         
Income before income taxes
  $ (3.0 )
Add back:
       
Non-cash interest expense items
    1.3  
Depreciation & amortization
    26.0  
Interest expense on corporate debt & MSR facility
    21.5  
Transaction & integration related costs
    3.6  
VIE impact, net
    3.7  
Misc. other
    0.3  
Provision on loan losses
    1.9  
Proforma synergies
    3.7  
Less:
       
Non-cash interest income
    (5.6 )
 
     
Adjusted EBITDA
  $ 53.4  
 
     
Use of Non-GAAP Measures
Generally Accepted Accounting Principles (“GAAP”) is the term used to refer to the standard framework of guidelines for financial accounting. GAAP includes the standards, conventions, and rules accountants follow in recording and summarizing transactions and in the preparation of financial statements. In addition to reporting financial results in accordance with GAAP, the Company has provided non-GAAP financial measures, which it believes are useful to help investors better understand its financial performance, competitive position and prospects for the future.
Core earnings (pre-tax and after-tax), core earnings per share and pro-forma adjusted EBITDA are financial measures that are not in accordance with GAAP. See the Non-GAAP Reconciliations above for a reconciliation of these measures to the most directly comparable GAAP financial measures.
Core earnings (pre-tax and after-tax) and core earnings per share measure the Company’s financial performance excluding depreciation and amortization costs related to business combination transactions, transaction and merger integration-related costs, certain other non-cash adjustments, and the net impact of the consolidated Non-Residual Trust VIEs.
Pro-forma adjusted EBITDA measures the Company’s financial performance excluding depreciation and amortization costs, corporate and MSR facility interest expense, transaction and merger integration-related costs, certain other non-cash adjustments, the net impact of the consolidated Non-Residual Trust VIEs and certain other items as defined by our first and second lien credit agreements, including, but not limited to pro-forma synergies.
Core earnings (pre-tax and after-tax) and core earnings per share may also include other adjustments, as applicable based upon facts and circumstances, consistent with the intent of providing investors a means of evaluating our core operating performance.

 

 


 

The Company believes that these Non-GAAP Financial Measures can be useful to investors because they provide a means by which investors can evaluate the Company’s underlying key drivers and operating performance of the business, exclusive of certain adjustments and activities that investors may consider to be unrelated to the underlying economic performance of the business for a given period.
Use of Core Earnings and Pro-Forma Adjusted EBITDA by Management
The Company manages the business and has designed certain management incentives based upon the achievement of core earnings, pro-forma adjusted EBITDA and similar targets in order to assess the underlying operational performance of the continuing operations of the business for the year and to have a basis to compare underlying operating results to prior and future periods.
Limitations on the Use of Core Earnings and Pro-Forma Adjusted EBITDA
Since core earnings (pre-tax and after-tax) and core earnings per share measure the Company’s financial performance excluding depreciation and amortization costs related to acquisitions, transaction and merger integration-related costs, certain other non-cash adjustments, and the net impact of the consolidated Non-Residual Trust VIEs, they may not reflect all amounts associated with our results as determined in accordance with GAAP.
Pro-forma adjusted EBITDA measures the Company’s financial performance excluding depreciation and amortization costs, corporate and MSR facility interest expense, transaction and merger integration-related costs, certain other non-cash adjustments, the net impact of the consolidated Non-Residual Trust VIEs and certain other items as defined by our first and second lien credit agreements, including, but not limited to pro-forma synergies, they may not reflect all amounts associated with our results as determined in accordance with GAAP
Core earnings (pre-tax and after-tax), core earnings per share and pro-forma adjusted EBITDA involve differences from segment profit (loss), income (loss) before income taxes, net income (loss), basic earnings (loss) per share and diluted earnings (loss) per share computed in accordance with GAAP. Core earnings (pre-tax and after-tax),core earnings per share and pro-forma adjusted EBITDA should be considered as supplementary to, and not as a substitute for, segment profit (loss),income (loss) before income taxes, net income (loss), basic earnings (loss) per share and diluted earnings (loss) per share computed in accordance with GAAP as a measure of the Company’s financial performance.
Any non-GAAP measures should be considered in context with the GAAP financial presentation and should not be considered in isolation or as a substitute for GAAP earnings. Further, the non-GAAP measures presented by Walter Investment may be defined or calculated differently from similarly titled measures of other companies.