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      Rocket Companies Announces Third Quarter Results

      Rocket Companies is a Detroit-based holding company consisting of personal finance and consumer technology brands including Rocket Mortgage, Rocket Homes, Rocket Loans, Rocket Auto, Rock Central, Amrock, Core Digital Media, Rock Connections, Lendesk and Edison Financial. (PRNewsfoto/Rocket Companies)

      News provided by

      Rocket Companies, Inc.

      Nov 03, 2022, 16:05 ET

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      • Generated Q3'22 net revenue of $1.3 billion and net income of $96 million
      • Delivered closed loan volume, net rate lock volume and gain on sale margin within our guided range
      • Rocket reached 24 million Rocket Accounts1 across our ecosystem, as of September 30, 2022
      • Launched Rocket Rewards, our new loyalty program
      • Approved renewal and extension of the $1 billion share repurchase program

      DETROIT, Nov. 3, 2022 /PRNewswire/ -- Rocket Companies, Inc. (NYSE: RKT) ("Rocket Companies" or the "Company"), a Detroit-based FinTech platform company consisting of tech-driven real estate, mortgage and financial services businesses – including Rocket Mortgage, Rocket Homes, Rocket Money (formerly known as Truebill) and Rocket Loans – today announced results for the quarter ended September 30, 2022.

      "This period of change and reset in the mortgage industry creates significant opportunity for Rocket. The company operates from a position of strength, which is clear from our $8.8 billion of liquidity and differentiated competitive advantages in brand, technology, data insights, client experience and client engagement," said Jay Farner, Vice Chairman and CEO of Rocket Companies. "We are actively investing in the Rocket Platform to attract more consumers, lift conversion and lower client acquisition cost. This week, we launched Rocket Rewards, our new loyalty program and a key component of our platform. We expect our new offerings and investments to unlock the true growth potential and scale of Rocket."

      Third Quarter Financial Summary2
       

      ROCKET COMPANIES

      ($ amounts in millions, except per share)



      Q3-22


      Q3-21


      YTD 22


      YTD 21


      (Unaudited)


      (Unaudited)

      Total Revenue, net

      $      1,295


      $      3,115


      $   5,358


      $ 10,322

      Total Expenses

      $      1,188


      $      1,689


      $   4,110


      $   4,992

      GAAP Net Income

      $          96


      $      1,393


      $   1,193


      $   5,207









      Adjusted Revenue

      $        888


      $      3,162


      $   3,945


      $   9,992

      Adjusted Net (Loss) Income

      $       (166)


      $      1,139


      $       60


      $   3,865

      Adjusted EBITDA

      $       (160)


      $      1,568


      $     263


      $   5,299









      GAAP Diluted Earnings Per Share

      $       0.04


      $       0.54


      $    0.47


      $    2.00

      Adjusted Diluted (Loss) Earnings Per Share

      $      (0.08)


      $       0.57


      $    0.03


      $    1.94

      (Units in '000s, $ amounts in millions)




      Q3-22


      Q3-21


      YTD 22


      YTD 21

      Select Metrics


      (Unaudited)


      (Unaudited)

      Closed loan origination volume


      $ 25,578


      $ 88,047


      $  114,099


      $  275,336

      Gain on sale margin


      2.69 %


      3.05 %


      2.91 %


      3.21 %

      Net rate lock volume


      $ 23,746


      $ 86,710


      $  102,745


      $  265,412

      Amrock closings (units)


      54.4


      261.5


      305.3


      870.6

      Third Quarter Financial Highlights
      During the third quarter of 2022:

      • Generated total revenue, net of $1.3 billion and delivered net income of $96 million, or 4 cents per diluted share.
      • Rocket Mortgage generated $25.6 billion in mortgage origination closed loan volume. Gain on sale margin was 2.69%.
      • Total liquidity increased by $1.5 billion in the quarter to $8.8 billion, as of September 30, 2022, which includes $4 billion of available cash, $3.1 billion of undrawn lines of credit, and $1.7 billion of undrawn MSR lines.
      • Grew servicing book unpaid principal balance to $531 billion at September 30, 2022, up 2% from September 30, 2021. As of September 30, 2022, our servicing portfolio includes 2.5 million clients and generates over $1.4 billion of recurring servicing fee income on an annualized basis.

      Company Highlights
      Rocket Platform

      • As of September 30, 2022, we reached more than 24 million Rocket Accounts, the single sign-on solution for the services in the Rocket ecosystem. With these accounts, we have deeper insights into our clients, allowing us to provide a much richer experience through our platform.
      • At the end of October, we launched Rocket Rewards (www.myrocket.com/rewards), our new loyalty program. Our clients can bank points for taking certain actions, such as applying for a prequalified approval letter, utilizing mortgage affordability calculators or reading informational articles about the home purchase process. Rewards points can be redeemed on financial transactions with Rocket, including closing costs for home purchase transactions.
      • Rocket Money, formerly known as Truebill, a leading personal finance company that was acquired in December 2021, again showed impressive growth this quarter. Paying premium members nearly doubled year-over-year.
      • Rocket Mortgage net client retention rate was 93% over the 12 months ended September 30, 2022. There is a strong correlation between this metric and client lifetime value, and we believe our net client retention rate is unmatched among mortgage companies and on par with some of the best performing subscription business models in the world.

      Technology and Product

      • In September, Rocket Mortgage launched 'Inflation Buster', a new program designed to combat high inflation and make home purchases more affordable for clients. The innovative product gives homebuyers a reprieve by reducing their monthly mortgage payment one percentage point in the first year of their loan. Inflation Buster pairs well with Rate Drop Advantage, which provides homebuyers with a one-time credit on typical closing costs to refinance their mortgage if rates drop within three years.
      • In October, Rocket Pro TPO launched Correspondent Assist, a streamlined, turnkey solution for non-delegated correspondent lenders. Correspondent Assist leverages Rocket's industry-leading technology, processes and training, giving wholesale partners the choice and flexibility of being a correspondent lender, but with lower risk and reduced up-front investment.
      • In September, Amrock, the nation's largest title insurance, property valuations and settlement services provider, announced mobile eClosings. Amrock is currently responsible for the majority of eClosings in the country, based on an analysis of registered notes on the Mortgage Electronic Registration System (MERS). Amrock clients can complete a mobile Remote Online Notarization for mortgage refinancing in every state where they are allowed by law, or nearly 60% of the U.S.
      • In response to Hurricane Ian, Rocket supported over 100,000 clients impacted by the natural disaster with extended hours, useful client messaging and 24/7 online self-serve resources. These efforts enabled 59% of our Federal Emergency Management Agency (FEMA)-declared clients with a forbearance to use the digital solutions on our platform, without needing to speak with a team member.
      • Forsalebyowner.com ranked #1 for customer service in the 'Real Estate and Banking – Real Estate Database' category on Newsweek's 'America's Best Customer Service 2023' list.

      Rocket ESG: For-More-Than-Profit

      • Rocket Companies ranked #1 on Fortune and Great Place to Work's '50 Best Large Workplaces in Financial Services and Insurance' list. This marks the second year in a row the Company has garnered the top spot.
      • Rocket Companies ranked #5 on People Magazine's 'Companies That Care' list, highlighting the Company's inclusive, impact-driven culture, and 'For-More-Than-Profit' mindset.
      • The 2022 Rocket Companies Community Challenge raised more than $1.3 million through generous contributions from team members and a leadership fund matching program. The Community Challenge raised funds for 180 nonprofit organizations across Detroit, Cleveland, Phoenix, Charlotte and other markets nationwide.

      Subsequent to September 30, 2022:  

      As of November 2, 2022, Rocket Companies repurchased 32.1 million shares cumulatively at an average price of $12.75. In total, we have returned $408.8 million to Class A common stockholders under the $1 billion share repurchase program authorized in November 2020.

      Share Repurchase Program

      On November 1, 2022, the Company's Board of Directors approved a share repurchase program effective November 11, 2022. The share repurchase program is a renewal and extension of the Company's previous share repurchase program and authorizes the Company to repurchase shares of the Company's common stock in an aggregate value, not to exceed $1 billion dollars, from time to time, in the open market or through privately negotiated transactions, in accordance with applicable securities laws. The share repurchase program will remain in effect for a two-year period. The share repurchase program does not obligate the Company to make any repurchases at any specific time. The timing of when and extent to which the Company repurchases its shares will depend upon, among other things, market conditions, share price, liquidity targets, regulatory requirements and other factors.

      Fourth Quarter 2022 Outlook
      We expect the following ranges in Q4 2022:

      • Adjusted revenue of between $600 million to $750 million.
      • Closed loan volume of between $17 billion and $22 billion.
      • Net rate lock volume of between $15 billion and $21 billion.
      • Gain on sale margins of 2.30% to 2.60%.

      Direct to Consumer

      In the Direct to Consumer segment, clients have the ability to interact with Rocket Mortgage online and/or with the Company's mortgage bankers. The Company markets to potential clients in this segment through various brand campaigns and performance marketing channels. The Direct to Consumer segment derives revenue from originating, closing, selling and servicing predominantly agency-conforming loans, which are pooled and sold to the secondary market. The segment also includes title insurance, appraisals and settlement services complementing the Company's end-to-end mortgage origination experience. Servicing activities are fully allocated to the Direct to Consumer segment and are viewed as an extension of the client experience. Servicing enables Rocket Mortgage to establish and maintain long term relationships with our clients, through multiple touchpoints at regular engagement intervals.

      DIRECT TO CONSUMER3

      ($ amounts in millions)



      Q3-22


      Q3-21


      YTD 22


      YTD 21


      (Unaudited)


      (Unaudited)

      Sold loan volume

      $   16,520


      $      49,556


      $      72,223


      $       163,497

      Sold loan gain on sale margin

      4.47 %


      4.47 %


      4.15 %


      4.88 %

      Revenue, net

      $     1,114


      $        2,502


      $        4,455


      $          8,400

      Adjusted Revenue

      $       708


      $        2,549


      $        3,042


      $          8,071

      Contribution margin

      $       149


      $        1,622


      $        1,005


      $          5,262

      Partner Network

      The Rocket Professional platform supports our Partner Network segment, where we leverage our superior client service and widely recognized brand to grow marketing and influencer relationships, and our mortgage broker partnerships through Rocket Pro TPO. Our marketing partnerships consist of well-known consumer-focused companies that find value in our award-winning client experience and want to offer their clients mortgage solutions with our trusted, widely recognized brand. These organizations connect their clients directly to us through marketing channels and a referral process. Our influencer partnerships are typically with companies that employ licensed mortgage professionals that find value in our client experience, technology and efficient mortgage process, where mortgages may not be their primary offering. We also enable clients to start the mortgage process through the Rocket platform in the way that works best for them, including through a local mortgage broker.

      PARTNER NETWORK
      ($ amounts in millions)



      Q3-22


      Q3-21


      YTD 22


      YTD 21


      (Unaudited)


      (Unaudited)

      Sold loan volume

      $      11,754


      $      37,666


      $      51,367


      $       108,514

      Sold loan gain on sale margin

      1.17 %


      0.78 %


      1.07 %


      1.32 %

      Revenue, net

      $             98


      $           457


      $           567


      $          1,498

      Adjusted Revenue

      $             98


      $           457


      $           567


      $          1,498

      Contribution margin

      $             11


      $           280


      $           265


      $             966

      Balance Sheet and Liquidity

      We remain in a strong liquidity position, with total liquidity of $8.8 billion, which includes $0.8 billion of cash on-hand, $3.2 billion of corporate cash used to self-fund loan originations, a portion of which could be transferred to funding facilities (warehouse lines) at our discretion, $3.1 billion of undrawn lines of credit from non-funding facilities, and $1.7 billion of undrawn MSR lines. As of September 30, 2022, our available cash position was $4.0 billion, which includes cash on-hand and corporate cash used to self-fund loan originations, combined with the $7.3 billion of mortgage servicing rights, representing a total of $11.3 billion dollars of asset value on our balance sheet. As of September 30, 2022, our total equity was $8.9 billion and reflects the impact of the special dividend of $1.01 per share that was paid during the first quarter of 2022 to Class A shareholders and funded through a $2.0 billion distribution.

      BALANCE SHEET HIGHLIGHTS

      ($ amounts in millions)



      September 30, 2022


      December 31, 2021


      (Unaudited)



      Cash and cash equivalents

      $                      826


      $                  2,131

      Mortgage servicing rights ("MSRs"), at fair value

      $                   7,260


      $                  5,386

      Funding facilities

      $                   4,909


      $                12,752

      Other financing facilities and debt

      $                   4,841


      $                  5,994

      Total equity

      $                   8,911


      $                  9,760

      Third Quarter Earnings Call

      Rocket Companies will host a live conference call at 4:30 p.m. ET on November 3, 2022 to discuss its results for the quarter ended September 30, 2022. A live webcast of the event will be available online by clicking on the "Investor Info" section of our website. The webcast will also be available via rocketcompanies.com.

      A replay of the webcast will be available on the Investor Relations site following the conclusion of the event. If you are having issues viewing the webcast, please see the event help guide at the link here.

      Condensed Consolidated Statements of Income

      ($ In Thousands, Except Shares and Per Share Amounts)



      Three Months Ended September 30,


      Nine Months Ended September 30,


      2022


      2021


      2022


      2021


      (Unaudited)


      (Unaudited)

      Revenue








      Gain on sale of loans








      Gain on sale of loans excluding fair value of MSRs, net

      $      139,733


      $    1,746,971


      $    1,174,268


      $    5,610,627

      Fair value of originated MSRs

      426,278


      907,242


      1,682,366


      2,937,517

      Gain on sale of loans, net

      566,011


      2,654,213


      2,856,634


      8,548,144

      Loan servicing income (loss)








      Servicing fee income

      364,211


      334,348


      1,088,004


      970,058

      Change in fair value of MSRs

      150,304


      (341,361)


      592,162


      (556,201)

      Loan servicing income (loss), net

      514,515


      (7,013)


      1,680,166


      413,857

      Interest income








      Interest income

      95,753


      129,963


      265,490


      311,853

      Interest expense on funding facilities

      (46,173)


      (72,778)


      (130,576)


      (205,000)

      Interest income, net

      49,580


      57,185


      134,914


      106,853

      Other income

      164,580


      410,345


      685,987


      1,252,845

      Total revenue, net

      1,294,686


      3,114,730


      5,357,701


      10,321,699

      Expenses








      Salaries, commissions and team member benefits

      670,804


      870,010


      2,278,844


      2,552,679

      General and administrative expenses

      204,290


      313,405


      709,853


      867,639

      Marketing and advertising expenses

      210,701


      316,471


      770,281


      943,999

      Depreciation and amortization

      24,211


      19,577


      70,033


      55,470

      Interest and amortization expense on non-funding debt

      38,317


      34,163


      115,263


      104,772

      Other expenses

      40,008


      135,415


      166,098


      467,584

      Total expenses

      1,188,331


      1,689,041


      4,110,372


      4,992,143

      Income before income taxes

      106,355


      1,425,689


      1,247,329


      5,329,556

      Provision for income taxes

      (10,131)


      (32,830)


      (54,741)


      (122,709)

      Net income

      96,224


      1,392,859


      1,192,588


      5,206,847

      Net income attributable to non-controlling interest

      (89,314)


      (1,317,522)


      (1,128,551)


      (4,946,688)

      Net income attributable to Rocket Companies

      $          6,910


      $        75,337


      $        64,037


      $      260,159









      Earnings per share of Class A common stock








      Basic

      $           0.06


      $           0.55


      $           0.53


      $           2.00

      Diluted

      $           0.04


      $           0.54


      $           0.47


      $           2.00









      Weighted average shares outstanding








      Basic

      119,020,520


      137,664,471


      120,156,494


      129,902,253

      Diluted

      1,970,665,767


      1,990,828,351


      1,972,263,268


      135,392,670

      Condensed  Consolidated Balance Sheets

      ($ In Thousands, Except Shares and Per Share Amounts)



      September 30,
      2022


      December 31,
      2021


      (Unaudited)



      Assets




      Cash and cash equivalents

      $         825,926


      $      2,131,174

      Restricted cash

      65,718


      80,423

      Mortgage loans held for sale, at fair value

      9,123,110


      19,323,568

      Interest rate lock commitments ("IRLCs"), at fair value

      7,743


      538,861

      Mortgage servicing rights ("MSRs"), at fair value

      7,260,066


      5,385,613

      Notes receivable and due from affiliates

      11,179


      9,753

      Property and equipment, net

      274,480


      254,376

      Deferred tax asset, net

      513,515


      572,049

      Lease right of use assets

      381,232


      427,895

      Forward commitments, at fair value

      690,396


      17,337

      Loans subject to repurchase right from Ginnie Mae

      1,471,823


      1,918,032

      Other assets

      1,975,414


      2,115,814

      Total assets

      $     22,600,602


      $     32,774,895

      Liabilities and equity




      Liabilities:




      Funding facilities

      $      4,909,369


      $     12,751,592

      Other financing facilities and debt:




      Lines of credit

      —


      75,000

      Senior Notes, net

      4,026,600


      4,022,491

      Early buy out facility

      814,458


      1,896,784

      Accounts payable

      203,832


      271,544

      Lease liabilities

      439,171


      482,184

      Forward commitments, at fair value

      84,699


      19,911

      Investor reserves

      106,217


      78,888

      Notes payable and due to affiliates

      30,465


      33,650

      Tax receivable agreement liability

      623,498


      688,573

      Loans subject to repurchase right from Ginnie Mae

      1,471,823


      1,918,032

      Other liabilities

      979,210


      776,714

      Total liabilities

      $     13,689,342


      $     23,015,363

      Equity




      Class A common stock

      $                 1


      $                 1

      Class B common stock

      —


      —

      Class C common stock

      —


      —

      Class D common stock

      19


      19

      Additional paid-in capital

      242,074


      287,558

      Retained earnings

      316,381


      378,005

      Accumulated other comprehensive income

      58


      81

      Non-controlling interest

      8,352,727


      9,093,868

      Total equity

      8,911,260


      9,759,532

      Total liabilities and equity

      $     22,600,602


      $     32,774,895

      Summary Segment  Results for the Three and Nine Months Ended September 30, 2022 and 2021,

      ($ amounts in millions)

      (Unaudited)


      Three Months Ended September 30, 2022

      Direct to

       Consumer


      Partner

       Network


      Segments Total


      All Other


      Total

      Total U.S. GAAP Revenue, net

      $             1,114


      $                 98


      $             1,213


      $               82


      $             1,295

      Less: Increase in MSRs due to valuation
         assumptions (net of hedges)

      (406)


      —


      (406)


      —


      (406)

      Adjusted Revenue

      $               708


      $                 98


      $               806


      $               82


      $               888

      Directly attributable expenses

      559


      87


      646


      82


      728

      Contribution margin(1)

      $               149


      $                 11


      $               161


      $               —


      $               160


      Three Months Ended September 30, 2021

      Direct to
      Consumer


      Partner Network


      Segments Total


      All Other


      Total

      Total U.S. GAAP revenue, net

      $             2,502


      $               457


      $             2,958


      $             156


      $             3,115

      Plus: Decrease in MSRs due to valuation
         assumptions (net of hedges)

      48


      —


      48


      —


      48

      Adjusted Revenue

      $             2,549


      $               457


      $             3,006


      $             156


      $             3,162

      Directly attributable expenses

      928


      176


      1,104


      68


      1,172

      Contribution margin(1)

      $             1,622


      $               280


      $             1,902


      $               88


      $             1,990


      Nine Months Ended September 30, 2022

      Direct to
      Consumer


      Partner Network


      Segments Total


      All Other


      Total

      Total U.S. GAAP revenue, net

      $             4,455


      $               567


      $             5,022


      $               335


      $             5,358

      Less: Increase in MSRs due to valuation
         assumptions (net of hedges)

      (1,413)


      —


      (1,413)


      —


      (1,413)

      Adjusted Revenue

      $             3,042


      $               567


      $             3,610


      $               335


      $             3,945

      Directly attributable expenses

      2,037


      302


      2,340


      305


      2,645

      Contribution margin(1)

      $             1,005


      $               265


      $             1,270


      $                 30


      $             1,300











      Nine Months Ended September 30, 2021

      Direct to
      Consumer


      Partner Network


      Segments Total


      All Other


      Total

      Total U.S. GAAP revenue, net

      $             8,400


      $             1,498


      $             9,898


      $               423


      $           10,322

      Less: Increase in MSRs due to valuation
         assumptions (net of hedges)

      (330)


      —


      (330)


      —


      (330)

      Adjusted Revenue

      $             8,071


      $             1,498


      $             9,569


      $               423


      $             9,992

      Directly attributable expenses

      2,808


      532


      3,340


      197


      3,537

      Contribution margin(1)

      $             5,262


      $               966


      $             6,228


      $               227


      $             6,455











      (1) We measure the performance of the segments primarily on a contribution margin basis. Contribution margin is intended to measure the direct profitability of each segment and is calculated as Adjusted Revenue less directly attributable expenses. Adjusted Revenue is a non-GAAP financial measure described above. Directly attributable expenses include salaries, commissions and team member benefits, general and administrative expenses, and other expenses, such as direct servicing costs and origination costs.

      GAAP to non-GAAP Reconciliations
       

       Adjusted Revenue Reconciliation ($ amounts in millions)



      Three Months Ended September 30,


      Nine Months Ended September 30,


      2022


      2021


      2022


      2021


      (Unaudited)


      (Unaudited)

      Total revenue, net

      $               1,295


      $                3,115


      $                  5,358


      $             10,322

      Change in fair value of MSRs due to valuation
      assumptions (net of hedges) (1)

      (406)


      48


      (1,413)


      (330)

      Adjusted Revenue

      $                 888


      $                3,162


      $                  3,945


      $               9,992


      (1) Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, and the effects of contractual prepayment protection associated with sales of MSRs.

      Adjusted Net Income (Loss) Reconciliation ($ amounts in millions)



      Three Months Ended
      September 30,

      Nine Months Ended
      September 30,


      2022


      2021


      2022


      2021


      (Unaudited)

      (Unaudited)

      Net income attributable to Rocket Companies

      $          7


      $         75


      $         64


      $        260

      Net income impact from pro forma conversion of Class D common shares to Class A
      common shares (1)

      90


      1,318


      1,130


      4,948

      Adjustment to the provision for income tax (2)

      (16)


      (322)


      (259)


      (1,203)

      Tax-effected net income (2)

      81


      1,072


      936


      4,005

      Share-based compensation expense (3)

      58


      41


      186


      124

      Change in fair value of MSRs due to valuation assumptions (net of hedges) (4)

      (406)


      48


      (1,413)


      (330)

      Litigation accrual (5)

      —


      —


      —


      15

      Career transition program (6)

      20


      —


      81


      —

      Change in Tax receivable agreement liability(7)

      —


      —


      (24)


      —

      Tax impact of adjustments (8)

      81


      (22)


      291


      47

      Other tax adjustments (9)

      1


      1


      3


      3

      Adjusted Net (Loss) Income

      $      (166)


      $     1,139


      $         60


      $      3,865


      (1) Reflects net income to Class A common stock from pro forma exchange and conversion of corresponding shares of our Class D common shares held by non-controlling interest holders as of September 30, 2022 and 2021.


      (2) Rocket Companies is subject to U.S. Federal income taxes, in addition to state, local and Canadian taxes with respect to its allocable share of any net taxable income of Holdings. The Adjustment to the provision for income tax reflects between (a) the income tax computed using the effective tax rates below applied to the Income before income taxes assuming Rocket Companies, Inc. owns 100% of the non-voting common interest units of Holdings and (b) the Provision for income taxes. The effective income tax rate for Adjusted Net Income (Loss) was 24.51% and 25.11% for three and nine months ended September 30, 2022 and 24.87% for the three and nine months ended September 30, 2021.


      (3) The nine months ended September 30, 2022 amounts exclude the impact of the career transition program.


      (4) Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, and the effects of contractual prepayment protection associated with sales of MSRs.


      (5) Reflects legal accrual related to a specific legal matter.


      (6) Reflects net expenses associated with compensation package, healthcare coverage, career transition services, and accelerated vesting of certain equity awards.


      (7) Reflects changes in estimates of tax rates and other variables of the Tax receivable agreement liability.


      (8) Tax impact of adjustments gives effect to the income tax related to share-based compensation expense, change in fair value of MSRs due to valuation assumptions, litigation accrual, career transition program and the change in Tax receivable agreement liability at the effective tax rates for each quarter.


      (9) Represents tax benefits due to the amortization of intangible assets and other tax attributes resulting from the purchase of Holdings units, net of payment obligations under Tax Receivable Agreement.

      Adjusted Diluted Weighted Average Shares Outstanding Reconciliation ($ in millions, except shares and per share)



      Three Months Ended September 30,


      Nine Months Ended September 30,


      2022


      2021


      2022


      2021


      (Unaudited)


      (Unaudited)

      Diluted weighted average Class A Common shares outstanding

      1,970,665,767


      1,990,828,351


      1,972,263,268


      135,392,670

      Assumed pro forma conversion of Class D shares (1)

      —


      —


      —


      1,855,464,831

      Adjusted diluted weighted average shares outstanding

      1,970,665,767


      1,990,828,351


      1,972,263,268


      1,990,857,501









      Adjusted Net (Loss) Income

      $          (166)


      $                 1,139


      $                   60


      $               3,865

      Adjusted Diluted (Loss) Earnings Per Share

      $         (0.08)


      $                  0.57


      $                0.03


      $                1.94


      (1) Reflects the proforma exchange and conversion of non-dilutive Class D common stock to Class A common stock. For the nine months ended September 30, 2021, Class D common shares were anti-dilutive and therefore included in the proforma conversion of Class D shares in the table above. For the three and nine months ended September 30, 2022 and the three months ended September 30, 2021, Class D common shares were dilutive and are included in the dilutive weighted average Class A common shares outstanding in the table above.

      Adjusted EBITDA Reconciliation ($ amounts in millions)



      Three Months Ended September 30,


      Nine Months Ended September 30,


      2022


      2021


      2022


      2021


      (Unaudited)


      (Unaudited)

      Net income

      $              96


      $            1,393


      $        1,193


      $        5,207

      Interest and amortization expense on non-funding debt

      38


      34


      115


      105

      Income tax provision

      10


      33


      55


      123

      Depreciation and amortization

      24


      20


      70


      55

      Share-based compensation expense (1)

      58


      41


      186


      124

      Change in fair value of MSRs due to valuation assumptions (net of hedges)
      (2)

      (406)


      48


      (1,413)


      (330)

      Litigation accrual (3)

      —


      —


      —


      15

      Career transition program (4)

      20


      —


      81


      $            —

      Change in Tax receivable agreement liability (5)

      —


      —


      (24)


      —

      Adjusted EBITDA

      $          (160)


      $            1,568


      $          263


      $        5,299


      (1)  The nine months ended September 30, 2022 amounts exclude the impact of the career transition program.


      (2) Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, and the effects of contractual prepayment protection associated with sales of MSRs.


      (3) Reflects legal accrual related to a specific legal matter.


      (4) Reflects net expenses associated with compensation packages, healthcare coverage, career transition services, and accelerated vesting of certain equity awards.


      (5) Reflects changes in estimates of tax rates and other variables of the Tax receivable agreement liability.

      Non-GAAP Financial Measures

      To provide investors with information in addition to our results as determined by GAAP, we disclose Adjusted Revenue, Adjusted Net Income (Loss), Adjusted Diluted Earnings (Loss) Per Share and Adjusted EBITDA (collectively "our non-GAAP financial measures") as non-GAAP measures which management believes provide useful information to investors. We believe that the presentation of our non-GAAP financial measures provides useful information to investors regarding our results of operations because each measure assists both investors and management in analyzing and benchmarking the performance and value of our business. Our non-GAAP financial measures are not calculated in accordance with GAAP and should not be considered as a substitute for revenue, net income, or any other operating performance measure calculated in accordance with GAAP. Other companies may define our non-GAAP financial measures differently, and as a result, our measures of our non-GAAP financial measures may not be directly comparable to those of other companies. Our non-GAAP financial measures provide indicators of performance that are not affected by fluctuations in certain costs or other items. Accordingly, management believes that these measurements are useful for comparing general operating performance from period to period, and management relies on these measures for planning and forecasting of future periods. Additionally, these measures allow management to compare our results with those of other companies that have different financing and capital structures.

      We define "Adjusted Revenue" as total revenues net of the change in fair value of mortgage servicing rights ("MSRs") due to valuation assumptions (net of hedges). We define "Adjusted Net Income (Loss)" as tax-effected earnings before share-based compensation expense, the change in fair value of MSRs due to valuation assumptions (net of hedges), a litigation accrual, career transition program, change in Tax receivable agreement liability, and the tax effects of those adjustments as applicable. We define "Adjusted Diluted Earnings (Loss) Per Share" as Adjusted Net Income (Loss) divided by the diluted weighted average number of Class A common stock outstanding for the applicable period, which assumes the pro forma exchange and conversion of all outstanding Class D common stock for Class A common stock. We define "Adjusted EBITDA" as earnings before interest and amortization expense on non-funding debt, income tax, depreciation and amortization, share-based compensation expense, change in fair value of MSRs due to valuation assumptions (net of hedges), a litigation accrual, career transition program, and change in Tax receivable agreement liability. We exclude from each of our non-GAAP financial measures the change in fair value of MSRs due to valuation assumptions (net of hedges) as this represents a non-cash non-realized adjustment to our total revenues, reflecting changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, which is not indicative of our performance or results of operation. We also exclude effects of contractual prepayment protection associated with sales of MSRs. Adjusted EBITDA includes Interest expense on funding facilities, which are recorded as a component of Interest income, net, as these expenses are a direct cost driven by loan origination volume. By contrast, interest and amortization expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA.

      Our definitions of each of our non-GAAP financial measures allows us to add back certain cash and non-cash charges, and deduct certain gains that are included in calculating Total revenues, net, Net income attributable to Rocket Companies or Net income. However, these expenses and gains vary greatly, and are difficult to predict. From time to time in the future, we may include or exclude other items if we believe that doing so is consistent with the goal of providing useful information to investors. In the first and second quarter of 2022, we revised our definition of Adjusted Net Income (Loss) and Adjusted EBITDA to also exclude the cash portion of share-based compensation expenses and the career transition program, respectively, as these expenses do not directly affect what we consider to be our core operating performance. Comparative periods presented to the extent impacted were updated.

      Although we use our non-GAAP financial measures to assess the performance of our business, such use is limited because they do not include certain material costs necessary to operate our business. Our non-GAAP financial measures can represent the effect of long-term strategies as opposed to short-term results. Our presentation of our non-GAAP financial measures should not be construed as an indication that our future results will be unaffected by unusual or nonrecurring items. Our non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Because of these limitations, our non-GAAP financial measures should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations. Some of these limitations are: (a) they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments; (b) Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt; (c) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and Adjusted Revenue, Adjusted Net (Loss) Income and Adjusted EBITDA do not reflect any cash requirement for such replacements or improvements; and (d) they are not adjusted for all non-cash income or expense items that are reflected in our Condensed Consolidated Statements of Cash Flows. We compensate for these limitations by using our non-GAAP financial measures along with other comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of operating performance.

      Forward Looking Statements

      Some of the statements contained in this document are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and, in each case, their negative or other various or comparable terminology. These forward-looking statements reflect our views with respect to future events as of the date of this document and are based on our management's current expectations, estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document. It is not possible to predict or identify all such risks. These risks include, but are not limited to, the risk factors that are described under the section titled "Risk Factors" in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document and in our SEC filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

      About Rocket Companies

      Founded in 1985, Rocket Companies is a Detroit-based FinTech platform company consisting of personal finance and consumer technology brands including Rocket Mortgage, Rocket Homes, Amrock, Rocket Auto, Rocket Loans, Rocket Money (formerly known as Truebill), Rocket Solar, Rocket Mortgage Canada (formerly known as Edison Financial), Lendesk, Core Digital Media, Rocket Central and Rock Connections.

      Rocket Companies' mission is to be the best at creating certainty in life's most complex moments so that its clients can live their dreams. The Company helps clients achieve the dream of home ownership and financial freedom through industry-leading client experiences powered by its simple, fast and trusted digital solutions. Rocket Companies ranked #7 on Fortune's list of the "100 Best Companies to Work For" in 2022 and has placed in the top third of the list for 19 consecutive years. For more information, please visit our Corporate Website or Investor Relations Website.

      ____________________________________
      1 A Rocket Account holder is defined as a consumer who opens an account with any of our Rocket services, including Rocket Money. Each Rocket Account holder has unique account credentials across collective Rocket services through our single sign-on solution. A Rocket Account holder continues to be counted as one unless they delete or request that we remove their account information.
      2 "GAAP" stands for Generally Accepted Accounting Principles in the U.S. Please see the sections of this document titled "Non-GAAP Financial Measures" and "GAAP to non-GAAP Reconciliations" for more information on the Company's non-GAAP measures and its share count. Certain figures in the tables throughout this document may not foot due to rounding.
      3 We measure the performance of the Direct to Consumer and Partner Network segments primarily on a contribution margin basis. Contribution margin is intended to measure the direct profitability of each segment and is calculated as Adjusted Revenue less directly attributable expenses. Directly attributable expenses include salaries, commissions and team member benefits, general and administrative expenses, and other expenses, such as direct servicing costs and origination costs. A loan is considered "sold" when it is sold to investors on the secondary market. We previously referred to "sold" loans as "funded" loans. See "Summary Segment Results" section later in this document and the footnote on "Segments" in the "Notes to Consolidated Financial Statements" in the Company's forthcoming filing on Form 10-Q for more information.

      SOURCE Rocket Companies, Inc.

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