ghivu-20210331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number 001-39189

UWM HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware			84-2124167
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

585 South Boulevard E.	Pontiac,	MI	48341
(Address of Principal Executive Offices)			(Zip Code)

(800) 981-8898

Registrant's telephone number, including area code

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	UWMC	New York Stock Exchange
Warrants, each warrant exercisable for one share of Class A Common Stock	UWMCWS	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

As of May 10, 2021, the registrant had 103,108,205 shares of Class A common stock outstanding and 1,502,069,787 shares of Class D common stock outstanding.

Table of Contents


Section Name			Page

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.			1
Condensed Consolidated Balance Sheets			1
Condensed Consolidated Statements of Operations			2
Condensed Consolidated Statements of Changes in Equity			3
Condensed Consolidated Statements of Cash Flows			5
Notes to Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			21
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			33
Item 4. Controls and Procedures.			37

PART II - OTHER INFORMATION
Item 1. Legal Proceedings.			38




Item 1A. Risk Factors			38
Item 5. Other Information			38
Item 6. Exhibits.			40

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

UWM HOLDINGS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except shares and per share amounts)


	March 31, 2021		December 31, 2020
Assets	(Unaudited)
Cash and cash equivalents	$	1,592,663	$	1,223,837
Mortgage loans at fair value	5,503,271		7,916,515
Derivative assets	113,168		61,072
Accounts receivable, net	549,381		253,600
Mortgage servicing rights - fair value as of March 31, 2021; amortized cost as of December 31, 2020 (see Note 1 and Note 5)	2,300,434		1,756,864
Premises and equipment, net	111,964		107,572
Operating lease right-of-use asset, net (includes $87,440 and $92,571 with related parties)	87,896		93,098
Finance lease right-of-use asset (includes $29,192 and $0 with related parties)	54,456		22,929
Other assets	59,393		57,989
Total assets	$	10,372,626	$	11,493,476
Liabilities and Equity
Warehouse lines of credit	$	4,823,740	$	6,941,397
Accounts payable and accrued expenses	1,185,499		847,745
Accrued dividends payable	160,517		—
Derivative liabilities	55,479		66,237
Equipment note payable	25,424		26,528
Operating lines of credit	400,000		320,300
Senior notes	789,870		789,323

Operating lease liability (includes $98,733 and $104,006 with related parties)	99,188		104,534
Finance lease liability (includes $29,241 and $0 with related parties)	54,873		23,132
Total liabilities	7,594,590		9,119,196
Equity:
Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of March 31, 2021	—		—
Class A common stock, $0.0001 par value - 4,000,000,000 shares authorized, 103,104,205 shares issued and outstanding as of March 31, 2021	10		—
Class B common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of March 31, 2021	—		—
Class C common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of March 31, 2021	—		—
Class D common stock, $0.0001 par value - 1,700,000,000 shares authorized, 1,502,069,787 shares issued and outstanding as of March 31, 2021	150		—
Additional paid-in capital	—		24,839
Retained earnings	113,078		2,349,441
Non-controlling interest	2,664,798		—
Total equity	2,778,036

SEC Form 10-Q filed by UWM Holdings Corporation