UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

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

For the quarterly period ended September 30, ~~2021~~2022

☐

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: 1-14100

IMPAC MORTGAGE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Maryland		33-0675505
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

19500 Jamboree Road, Irvine, California 92612

(Address of principal executive offices)

(949) 475-3600

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	IMH	NYSE American
Preferred Stock Purchase Rights	IMH	NYSE American

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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


Large accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☒		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. ☐

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

There were ~~21,332,684~~33,268,534 shares of common stock outstanding as of November ~~5, 2021.~~4, 2022.

Table of Contents

IMPAC MORTGAGE HOLDINGS, INC. AND SUBSIDIARIES

FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS


		Page

PART I. FINANCIAL INFORMATION

ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS

	Consolidated Balance Sheets as of September 30, ~~2021~~2022 (unaudited) and December 31, ~~2020~~2021	2
	Consolidated Statements of Operations and Comprehensive (Loss) Earnings for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)	3
	Consolidated Statements of ~~Operations and Comprehensive Earnings (Loss) for the Three and Nine Months Ended September 30, 2021 and 2020 (unaudited)~~	4
	~~Consolidated Statements of~~ Changes in Stockholders’ (Deficit) Equity for the Three and Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	54
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	76
	Notes to Unaudited Consolidated Financial Statements	87

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3337

	Forward-Looking Statements	3337
	The Mortgage Industry and Discussion of Relevant Fiscal Periods	3337
	Selected Financial Results	3438
	Status of Operations	3439
	Liquidity and Capital Resources	3843
	Critical Accounting Policies	4047
	Financial Condition and Results of Operations	4148

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6270

ITEM 4.	CONTROLS AND PROCEDURES	6270

PART II. OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	6371

ITEM 1A.	RISK FACTORS	6371

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	6373

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	6373

ITEM 4.	MINE SAFETY DISCLOSURES	6373

ITEM 5.	OTHER INFORMATION	6373

ITEM 6.	EXHIBITS	6373

	SIGNATURES	6475

	CERTIFICATIONS

Table of Contents

PART I. FINANCIAL INFORMATION


ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS

IMPAC MORTGAGE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

September 30,

December 31,

2021

2020

ASSETS

(unaudited)

Cash and cash equivalents

$
42,192

$
54,150

Restricted cash

5,812

5,602

Mortgage loans held-for-sale

275,544

164,422

Mortgage servicing rights

757

339

Securitized mortgage trust assets

1,727,736

2,103,269

Other assets

38,467

41,524

Total assets

$
2,090,508

$
2,369,306

LIABILITIES

Warehouse borrowings

$
261,464

$
151,932

Convertible notes, net

20,000

20,000

Long-term debt

46,458

44,413

Securitized mortgage trust liabilities

1,707,494

2,086,557

Other liabilities

47,810

50,753

Total liabilities

2,083,226

2,353,655

Commitments and contingencies (See Note 11)

STOCKHOLDERS’ EQUITY

Series A-1 junior participating preferred stock, $0.01 par value; 2,500,000 shares authorized; NaN issued or outstanding

—

—

Series B 9.375% redeemable preferred stock, $0.01 par value; liquidation value $35,360; 2,000,000 shares authorized, 665,592 cumulative shares issued and outstanding as of September 30, 2021 and December 31, 2020 (See Note 12)

7

7

Series C 9.125% redeemable preferred stock, $0.01 par value; liquidation value $35,127; 5,500,000 shares authorized; 1,405,086 cumulative shares issued and outstanding as of September 30, 2021 and December 31, 2020 (See Note 12)

14

14

Common stock, $0.01 par value; 200,000,000 shares authorized; 21,332,684 and 21,238,191 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively

213

212

Additional paid-in capital

1,237,767

1,237,102

Accumulated other comprehensive earnings, net of tax

23,192

24,766

Total accumulated deficit:

Cumulative dividends declared

(822,520)

(822,520)

Accumulated deficit

(431,391)

(423,930)

Total accumulated deficit

(1,253,911)

(1,246,450)

Total stockholders’ equity

7,282

15,651

Total liabilities and stockholders’ equity

$
2,090,508

$
2,369,306


	September 30,		December 31,
	2022		2021
ASSETS
Cash and cash equivalents	$	44,008	$	29,555
Restricted cash		4,173		5,657
Mortgage loans held-for-sale		18,443		308,477
Mortgage servicing rights		865		749
Securitized mortgage trust assets		—		1,642,730
Other assets		26,096		35,603
Total assets	$	93,585	$	2,022,771
LIABILITIES
Warehouse borrowings	$	13,292	$	285,539
Convertible notes		15,000		20,000
Long-term debt		33,264		46,536
Securitized mortgage trust liabilities		—		1,614,862
Other liabilities		38,100		45,898
Total liabilities		99,656		2,012,835

Commitments and contingencies (See Note 11)

STOCKHOLDERS’ (DEFICIT) EQUITY
Series A-1 junior participating preferred stock, $0.01 par value; 2,500,000 shares authorized; none issued or outstanding		—		—
Series B 9.375% redeemable preferred stock, $0.01 par value; liquidation value $36,920; 2,000,000 shares authorized, 665,592 cumulative shares issued and outstanding as of September 30, 2022 and December 31, 2021 (See Note 12)		7		7
Series C 9.125% redeemable preferred stock, $0.01 par value; liquidation value $35,127; 5,500,000 shares authorized; 1,405,086 noncumulative shares issued and outstanding as of September 30, 2022 and December 31, 2021 (See Note 12)		14		14
Common stock, $0.01 par value; 200,000,000 shares authorized; 21,500,935 and 21,332,684 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		215		213
Additional paid-in capital		1,238,526		1,237,986
Accumulated other comprehensive earnings, net of tax		33,159		22,044
Total accumulated deficit:
Cumulative dividends declared		(822,520)		(822,520)
Accumulated deficit		(455,472)		(427,808)
Total accumulated deficit		(1,277,992)		(1,250,328)
Total stockholders’ (deficit) equity		(6,071)		9,936
Total liabilities and stockholders’ (deficit) equity	$	93,585	$	2,022,771

See accompanying notes to unaudited consolidated financial statements

Table of Contents

IMPAC MORTGAGE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) EARNINGS ~~(LOSS)~~

(in thousands, except per share data)

(Unaudited)

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,


2021

2020

2021

2020

Revenues









Gain (loss) on sale of loans, net

$
19,608

$
19,261

$
50,432

$
(7,451)

Real estate services fees, net

244

332

932

1,018

Gain (loss) on mortgage servicing rights, net

101

(133)

102

(26,885)

Servicing (expense) fees, net

(124)

(125)

(393)

3,733

Other

(11)

143

308

1,495

Total revenues, net

19,818

19,478

51,381

(28,090)

Expenses

Personnel

12,685

11,186

39,574

39,624

General, administrative and other

4,927

4,828

15,991

18,418

Business promotion

2,185

104

5,146

3,307

Total expenses

19,797

16,118

60,711

61,349

Operating earnings (loss)

21

3,360

(9,330)

(89,439)

Other income (expense)

Interest income

17,197

25,965

49,429

97,893

Interest expense

(16,420)

(25,245)

(47,433)

(93,464)

Change in fair value of long-term debt

(1,803)

(1,127)

638

3,701

Change in fair value of net trust assets, including trust REO gains

3,112

(1,349)

(702)

(4,596)

Total other income (expense), net

2,086

(1,756)

1,932

3,534

Earnings (loss) before income taxes

2,107

1,604

(7,398)

(85,905)

Income tax expense

21

4

63

55

Net earnings (loss)

$
2,086

$
1,600

$
(7,461)

$
(85,960)

Other comprehensive earnings (loss)

Change in fair value of instrument specific credit risk of long-term debt

631

362

(1,574)

(525)

Total comprehensive earnings (loss)

$
2,717

$
1,962

$
(9,035)

$
(86,485)

Net earnings (loss) per common share:

Basic

$
0.08

$
0.08

$
(0.37)

$
(4.05)

Diluted

$
0.08

$
0.08

$
(0.37)

$
(4.05)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Revenues
Real estate services fees, net	$	290	$	244	$	732	$	932
Gain on mortgage servicing rights, net		196		101		351		102
Servicing fees (expense), net		32		(124)		27		(393)
(Loss) gain on sale of loans, net		(682)		19,608		5,452		50,432
Other		3		(11)		962		308
Total (expenses) revenues, net		(161)		19,818		7,524		51,381
Expenses
Personnel		5,701		12,685		25,646		39,574
General, administrative and other		4,830		4,927		15,287		15,991
Business promotion		545		2,185		4,165		5,146
Total expenses		11,076		19,797		45,098		60,711
Operating (loss) earnings		(11,237)		21		(37,574)		(9,330)

Other (expense) income
Interest income		655		17,197		14,703		49,429
Interest expense		(1,989)		(16,420)		(17,182)		(47,433)
Change in fair value of long-term debt		(435)		(1,803)		3,187		638
Change in fair value of net trust assets, including trust REO gains (losses)		—		3,112		9,248		(702)
Total other (expense) income, net		(1,769)		2,086		9,956		1,932
(Loss) earnings before income taxes		(13,006)		2,107		(27,618)		(7,398)
Income tax expense		7		21		46		63
Net (loss) earnings	$	(13,013)	$	2,086	$	(27,664)	$	(7,461)

Other comprehensive (loss) earnings
Change in fair value of instrument specific credit risk of long-term debt		3,347		631		11,115		(1,574)
Total comprehensive (loss) earnings	$	(9,666)	$	2,717	$	(16,549)	$	(9,035)

Net (loss) earnings per common share:
Basic	$	(0.62)	$	0.08	$	(1.34)	$	(0.37)
Diluted	$	(0.62)	$	0.08	$	(1.34)	$	(0.37)

See accompanying notes to unaudited consolidated financial statements

Table of Contents

IMPAC MORTGAGE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ ~~EQUITY~~

~~(in thousands, except share amounts)~~

~~(Unaudited)~~

Preferred



Common



Additional

Cumulative


Accumulated Other

Total

Shares

Preferred

Shares

Common

Paid-In

Dividends

Accumulated

Comprehensive

Stockholders’

Outstanding

Stock

Outstanding

Stock

Capital

Declared

Deficit

Earnings, net of tax

Equity

Balance, December 31, 2020

2,070,678

$
21

21,238,191

$
212

$
1,237,102

$
(822,520)

$
(423,930)

$
24,766

$
15,651

Stock based compensation

—

—

—

—

218

—

—

—

218

Issuance of restricted stock units

—

—

94,493

1

—

—

—

—

1

Other comprehensive loss

—

—

—

—

—

—

—

(1,667)

(1,667)

Net loss

—

—

—

—

—

—

(683)

—

(683)

Balance, March 31, 2021

2,070,678

$
21

21,332,684

$
213

$
1,237,320

$
(822,520)

$
(424,613)

$
23,099

$
13,520

Stock based compensation

—

—

—

—

224

—

—

—

224

Other comprehensive loss

—

—

—

—

—

—

—

(538)

(538)

Net loss

—

—

—

—

—

—

(8,864)

—

(8,864)

Balance, June 30, 2021

2,070,678

$
21

21,332,684

$
213

$
1,237,544

$
(822,520)

$
(433,477)

$
22,561

$
4,342

Stock based compensation

—

—

—

—

223

—

—

—

223

Other comprehensive earnings

—

—

—

—

—

—

—

631

631

Net earnings

—

—

—

—

—

—

2,086

—

2,086

Balance, September 30, 2021

2,070,678

$
21

21,332,684

$
213

$
1,237,767

$
(822,520)

$
(431,391)

$
23,192

$
7,282

~~See accompanying notes to unaudited consolidated financial statements~~

~~Table of Contents~~

~~IMPAC MORTGAGE HOLDINGS, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’~~(DEFICIT) EQUITY

(in thousands, except share amounts)

(Unaudited)


	Preferred			Common			Additional		Cumulative				Accumulated Other		Total
	Shares	Preferred		Shares	Common		Paid-In		Dividends		Accumulated		Comprehensive		Stockholders’
	Outstanding	Stock		Outstanding	Stock		Capital		Declared		Deficit		Earnings, net of tax		(Deficit) Equity
Balance, December 31, 2021	2,070,678	$	21	21,332,684	$	213	$	1,237,986	$	(822,520)	$	(427,808)	$	22,044	$	9,936

Stock based compensation	—		—	—		—		260		—		—		—		260
Issuance of restricted stock units	—		—	122,486		2		—		—		—		—		2
Other comprehensive loss	—		—	—		—		—		—		—		(2,269)		(2,269)
Net loss	—		—	—		—		—		—		(1,184)		—		(1,184)
Balance, March 31, 2022	2,070,678	$	21	21,455,170	$	215	$	1,238,246	$	(822,520)	$	(428,992)	$	19,775	$	6,745

Stock based compensation	—		—	—		—		137		—		—		—		137
Issuance of restricted stock units	—		—	30,765		—		—		—		—		—		—
Issuance of deferred stock units	—		—	15,000		—		—		—		—		—		—
Other comprehensive earnings	—		—	—		—		—		—		—		10,037		10,037
Net loss	—		—	—		—		—		—		(13,467)		—		(13,467)
Balance, June 30, 2022	2,070,678	$	21	21,500,935	$	215	$	1,238,383	$	(822,520)	$	(442,459)	$	29,812	$	3,452

Stock based compensation	—		—	—		—		143		—		—		—		143
Other comprehensive earnings	—		—	—		—		—		—		—		3,347		3,347
Net loss	—		—	—		—		—		—		(13,013)		—		(13,013)
Balance, September 30, 2022	2,070,678	$	21	21,500,935	$	215	$	1,238,526	$	(822,520)	$	(455,472)	$	33,159	$	(6,071)

Table of Contents

IMPAC MORTGAGE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

(in thousands, except share amounts)

(Unaudited)

Preferred



Common



Additional

Cumulative


Accumulated Other

Total

Shares

Preferred

Shares

Common

Paid-In

Dividends

Accumulated

Comprehensive

Stockholders’

Outstanding

Stock

Outstanding

Stock

Capital

Declared

Deficit

Earnings, net of tax

Equity

Balance, December 31, 2019

2,070,678

$
21

21,255,426

$
212

$
1,236,237

$
(822,520)

$
(334,499)

$
24,786

$
104,237

Proceeds and tax benefit from exercise of stock options

—

—

9,500

1

46

—

—

—

47

Stock based compensation

—

—

—

—

238

—

—

—

238

Other comprehensive loss

—

—

—

—

—

—

—

(3,073)

(3,073)

Consolidation of corporate-owned life insurance trusts

—

—

—

—

—

—

(1,281)

—

(1,281)

Net loss

—

—

—

—

—

—

(64,731)

—

(64,731)

Balance, March 31, 2020

2,070,678

$
21

21,264,926

$
213

$
1,236,521

$
(822,520)

$
(400,511)

$
21,713

$
35,437

Proceeds from exercise of stock options

—

—

(35,069)

(1)

(125)

—

—

—

(126)

Stock based compensation

—

—

—

—

111

—

—

—

111

Issuance of warrants in connection with debt financing

—

—

—

—

242

—

—

—

242

Other comprehensive earnings

—

—

—

—

—

—

—

2,186

2,186

Net loss

—

—

—

—

—

—

(22,829)

—

(22,829)

Balance, June 30, 2020

2,070,678

$
21

21,229,857

$
212

$
1,236,749

$
(822,520)

$
(423,340)

$
23,899

$
15,021

Stock based compensation

—

—

—

—

199

—

—

—

199

Other comprehensive earnings

—

—

—

—

—

—

—

362

362

Net earnings

—

—

—

—

—

—

1,600

—

1,600

Balance, September 30, 2020

2,070,678

$
21

21,229,857

$
212

$
1,236,948

$
(822,520)

$
(421,740)

$
24,261

$
17,182


	Preferred			Common			Additional		Cumulative				Accumulated Other		Total
	Shares	Preferred		Shares	Common		Paid-In		Dividends		Accumulated		Comprehensive		Stockholders’
	Outstanding	Stock		Outstanding	Stock		Capital		Declared		Deficit		Earnings, net of tax		Equity
Balance, December 31, 2020	2,070,678	$	21	21,238,191	$	212	$	1,237,102	$	(822,520)	$	(423,930)	$	24,766	$	15,651

Stock based compensation	—		—	—		—		218		—		—		—		218
Issuance of restricted stock units	—		—	94,493		1		—		—		—		—		1
Other comprehensive loss	—		—	—		—		—		—		—		(1,667)		(1,667)
Net loss	—		—	—		—		—		—		(683)		—		(683)
Balance, March 31, 2021	2,070,678	$	21	21,332,684	$	213	$	1,237,320	$	(822,520)	$	(424,613)	$	23,099	$	13,520

Stock based compensation	—		—	—		—		224		—		—		—		224
Issuance of restricted stock units	—		—	—		—		—		—		—		—		—
Other comprehensive loss	—		—	—		—		—		—		—		(538)		(538)
Net loss	—		—	—		—		—		—		(8,864)		—		(8,864)
Balance, June 30, 2021	2,070,678	$	21	21,332,684	$	213	$	1,237,544	$	(822,520)	$	(433,477)	$	22,561	$	4,342

Stock based compensation	—		—	—		—		223		—		—		—		223
Other comprehensive earnings	—		—	—		—		—		—		—		631		631
Net earnings	—		—	—		—		—		—		2,086		—		2,086
Balance, September 30, 2021	2,070,678	$	21	21,332,684	$	213	$	1,237,767	$	(822,520)	$	(431,391)	$	23,192	$	7,282

See accompanying notes to unaudited consolidated financial statements

Table of Contents

IMPAC MORTGAGE HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	For the Nine Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2021		2020		2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(7,461)	$	(85,960)	$	(27,664)	$	(7,461)
(Gain) loss on sale of mortgage servicing rights		(143)		4,925
Gain on sale of mortgage servicing rights						(281)		(143)
Change in fair value of mortgage servicing rights		41		21,960		(70)		41
Gain on sale of mortgage loans		(47,017)		(13,520)		(20,124)		(47,017)
Change in fair value of mortgage loans held-for-sale		(3,632)		16,595		8,985		(3,632)
Change in fair value of derivatives lending, net		504		100		2,724		504
Change in provision for repurchases		(287)		4,276		2,963		(287)
Origination of mortgage loans held-for-sale		(2,144,067)		(1,936,904)		(672,187)		(2,144,067)
Sale and principal reduction on mortgage loans held-for-sale		2,083,135		2,566,925		973,314		2,083,135
Gain from trust REO		(1,289)		(4,959)		—		(1,289)
Change in fair value of net trust assets, excluding trust REO		1,991		9,555		(9,248)		1,991
Change in fair value of long-term debt		(638)		(3,701)		(3,187)		(638)
Accretion of interest income and expense		40,335		49,320		6,575		40,335
Amortization of debt issuance costs and discount on note payable		—		4
Stock-based compensation		665		548		540		665
Accretion of interest expense on corporate debt		—		202
Impairment of ROU asset						123		—
Loss on disposal of premises and equipment		102		—		—		102
Net change in other assets		1,585		5,703		7,445		1,585
Net change in other liabilities		(1,928)		(13,933)		(10,882)		(1,928)
Net cash (used in) provided by operating activities		(78,104)		621,136
Net cash provided by (used in) operating activities						259,026		(78,104)

CASH FLOWS FROM INVESTING ACTIVITIES
Net change in securitized mortgage collateral		462,387		313,451		72,889		462,387
Proceeds from transfer of trust assets and liabilities						37,500		—
Proceeds from the sale of mortgage servicing rights		143		16,338		—		143
Investment in corporate-owned life insurance		(177)		(1,220)		(860)		(177)
Purchase of premises and equipment		(27)		(534)		99		(27)
Proceeds from the sale of trust REO		6,696		18,199		—		6,696
Net cash provided by investing activities		469,022		346,234		109,628		469,022

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of MSR financing		—		(15,448)
Borrowings under MSR financing		—		15,448
Repayment of warehouse borrowings		(1,975,667)		(2,424,655)		(910,895)		(1,975,667)
Borrowings under warehouse agreements		2,085,199		1,865,328		638,648		2,085,199
Repayment of securitized mortgage borrowings		(512,540)		(385,610)		(78,818)		(512,540)
Net change in liabilities related to corporate-owned life insurance		341		1,699		378		341
Tax payments on stock based compensation awards		—		(2)
Repayment of convertible notes						(5,000)		—
Issuance of restricted stock		1		—		2		1
Retirement of restricted stock		—		(126)
Proceeds from exercise of stock options		—		47
Net cash used in financing activities		(402,666)		(943,319)		(355,685)		(402,666)
Net change in cash, cash equivalents and restricted cash		(11,748)		24,051		12,969		(11,748)
Cash, cash equivalents and restricted cash at beginning of year		59,752		37,132		35,212		59,752
Cash, cash equivalents and restricted cash at end of period	$	48,004	$	61,183	$	48,181	$	48,004

NON-CASH TRANSACTIONS
Transfer of securitized mortgage collateral to trust REO	$	5,676	$	8,117	$	467	$	5,676
Mortgage servicing rights retained from issuance of mortgage backed securities and loan sales		459		1,753
Recognition of corporate-owned life insurance cash surrender value (included in Other assets)		—		9,476
Recognition of corporate-owned life insurance trusts (included in Other liabilities)		—		10,757
Issuance of warrants		—		242
Transfer and deconsolidation of trust assets						1,543,608		—
Transfer and deconsolidation of trust liabilities						(1,543,608)		—
Mortgage servicing rights retained from issuance of mortgage-backed securities and loan sales						46		459

See accompanying notes to unaudited consolidated financial statements

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IMPAC MORTGAGE HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share and per share data or as otherwise indicated)

Note 1.—Summary of Business and Financial Statement Presentation

Business Summary and Recent Update

Impac Mortgage Holdings, Inc. (the Company or IMH) is a financial services company incorporated in Maryland with the following direct and indirect wholly-owned operating subsidiaries: Integrated Real Estate Service Corp. (IRES), Impac Mortgage Corp. (IMC), IMH Assets Corp. (IMH Assets), Impac Funding Corporation (IFC) and Copperfield Capital Corporation (CCC). The Company’s operations include the mortgage lending operations and real estate services conducted by IRES, IMC and CCC and the long-term mortgage portfolio (residual interests in securitizations reflected as securitized mortgage trust assets and liabilities in the consolidated balance sheets) conducted by ~~IMH.~~ IMH prior to the sale in the first quarter of 2022. The long-term mortgage portfolio was deconsolidated in March 2022 as the Company sold its residual interests in the consolidated securitized mortgage trusts (see Note. 6—Securitized Mortgage Trusts). IMC’s mortgage lending operations include the activities of its division, CashCall Mortgage.

On October 20, 2022, the Company received the requisite stockholder consents on the Series B Preferred and Series C Preferred exchange offers, which provides for the exchange and subsequent redemption of all outstanding Series B Preferred and Series C Preferred stock, liquidation preference and cumulative dividends in arrears for common stock, new Preferred D stock and, in the case of Series Preferred C stock, warrants to purchase common stock. For further description of the exchange offers, see Note 12. —Equity and Share Based Payments, Redeemable Preferred Stock.

Financial Statement Presentation

The accompanying unaudited consolidated financial statements of IMH and its subsidiaries (as defined above) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation, have been included. Operating results for the nine months ended September 30, ~~2021~~2022 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2021.~~2022. These interim period condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the United States Securities and Exchange Commission.

All significant intercompany balances and transactions have been eliminated in consolidation. In addition, certain amounts in the prior periods’ consolidated financial statements have been reclassified to conform to the current period presentation.

Management has made a number of material estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period to prepare these consolidated financial statements in conformity with GAAP. Additionally, other items affected by such estimates and assumptions include the valuation of trust assets and trust liabilities prior to the sale in March 2022, contingencies, the estimated obligation of repurchase reserves related to sold loans, the valuation of long-term debt, mortgage servicing rights (MSR), mortgage loans held-for-sale (LHFS) and derivative instruments, including interest rate lock commitments (IRLC). Actual results could differ from those estimates and assumptions.

Recent Accounting Pronouncements Not Yet Effective

There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s consolidated financial statements and footnote disclosures, from those disclosed in the ~~2020~~2021 Annual Report on Form 10-K, except for the following:

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In March 2020 and January 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04 and ASU 2021-01, “Reference Rate Reform (Topic 848)”. Together, the ASUs provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. This guidance is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact the adoption of this ASU would have on the Company’s consolidated financial statements.

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In May 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force)”. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company ~~is currently evaluating the impact~~adopted this ASU on January 1, 2022 and the adoption of this ASU ~~would~~did not have a material impact on the Company’s consolidated financial statements.

In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The guidance amends Topic 326 (CECL) to eliminate the accounting guidance for TDRs by creditors, while enhancing disclosure requirements for certain loan refinancing and restructuring activities by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying TDR recognition and measurement guidance, under the CECL model creditors will determine whether a modification results in a new loan or continuation of existing loan. These amendments are intended to enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. Additionally, the amendments to Topic 326 require that an entity disclose current-period gross write-offs by year of origination within the vintage disclosures, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. The guidance will become effective for the Company beginning with the fiscal year 2023, including interim periods. The Company is currently assessing the impact of ASU No. 2022-02 but does not expect that its adoption will have a material impact on the consolidated financial statements.

Note 2.—Mortgage Loans Held-for-Sale

A summary of the unpaid principal balance (UPB) of mortgage LHFS by type is presented below:


	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
Government (1)	$	5,388	$	7,924	$	539	$	6,886
Conventional (2)		136,659		141,139		2,872		62,759
Jumbo & Non-qualified mortgages (NonQM)		125,570		11,064		16,327		231,142
Fair value adjustment (3)		7,927		4,295		(1,295)		7,690
Total mortgage loans held-for-sale	$	275,544	$	164,422	$	18,443	$	308,477

(1)	Includes all government-insured loans including Federal Housing Administration (FHA), Veterans Affairs (VA) and United States Department of Agriculture (USDA).

(2)	Includes loans eligible for sale to Federal National Mortgage Association (Fannie Mae or FNMA) and Federal Home Loan Mortgage Corporation (Freddie Mac or FHLMC).

(3)	Changes in fair value are included in (loss) gain ~~(loss)~~ on sale of loans, net in the accompanying consolidated statements of operations and comprehensive ~~earnings~~ (loss). earnings.

At September 30, ~~2021, 0 loans were in nonaccrual status~~2022 and ~~$1.2 million in UPB of mortgage LHFS were in nonaccrual status at~~ December 31, ~~2020, as~~2021, the Company had no mortgage loans that were 90 days or more delinquent. ~~The carrying value of the nonaccrual loans at December 31, 2020 was $1.1 million.~~

~~Gain (loss)~~(Loss) gain on sale of loans, net in the consolidated statements of operations and comprehensive (loss) earnings, ~~(loss),~~ is comprised of the following for the three and nine months ended September 30, ~~2021~~2022 and ~~2020:~~2021:

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	For the Three Months Ended				For the Nine Months Ended				For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Gain on sale of mortgage loans	$	19,230	$	8,454	$	58,345	$	34,093	$	1,670	$	19,230	$	18,257	$	58,345
Premium from servicing retained loan sales		246		—		459		1,753		—		246		46		459
Unrealized gain (loss) from derivative financial instruments		2,591		5,241		(504)		(100)
(Loss) gain from derivative financial instruments		(2,085)		—		829		(11,035)
Mark to market gain (loss) on LHFS		4,228		6,607		3,632		(16,595)
Unrealized (loss) gain from derivative financial instruments										(167)		2,591		(2,724)		(504)
Gain (loss) from derivative financial instruments										204		(2,085)		6,208		829
Mark to market (loss) gain on LHFS										(1,503)		4,228		(8,985)		3,632
Direct origination expenses, net		(4,677)		(1,774)		(12,616)		(11,291)		(356)		(4,677)		(4,387)		(12,616)
Change in provision for repurchases		75		733		287		(4,276)		(530)		75		(2,963)		287
Gain (loss) on sale of loans, net	$	19,608	$	19,261	$	50,432	$	(7,451)
(Loss) gain on sale of loans, net									$	(682)	$	19,608	$	5,452	$	50,432

Note 3.—Mortgage Servicing Rights

The Company selectively retains MSRs from its sales and securitization of certain mortgage loans or as a result of purchase transactions. MSRs are reported at fair value based on the expected income derived from the net projected cash flows associated with the servicing contracts. The Company receives servicing fees, less subservicing costs, on the UPB of the underlying mortgage loans. The servicing fees are collected from the monthly payments made by the mortgagors, or if delinquent, when the underlying real estate is foreclosed upon and liquidated. The Company may receive other remuneration from rights to various mortgagor-contracted fees, such as late charges, collateral reconveyance charges and nonsufficient fund fees, and the Company is generally entitled to retain the interest earned on funds held pending remittance (or float) related to its collection of mortgagor principal, interest, tax and insurance payments.

The following table summarizes the activity of MSRs for the nine months ended September 30, 2022 and year ended December 31, 2021:


	September 30,		December 31,
	2022		2021
Balance at beginning of year	$	749	$	339
Additions from servicing retained loan sales		46		536
Changes in fair value (1)		70		(126)
Fair value of MSRs at end of period	$	865	$	749

(1)	Changes in fair value are included within gain on mortgage servicing rights, net in the accompanying consolidated statements of operations and comprehensive (loss) earnings.

At September 30, 2022 and December 31, 2021, the UPB of the mortgage servicing portfolio was comprised of the following:


	September 30,		December 31,
	2022		2021
Government insured	$	69,585	$	71,841
Conventional		—		—
Total loans serviced	$	69,585	$	71,841

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other remuneration from rights to various mortgagor-contracted fees, such as late charges, collateral reconveyance charges and nonsufficient fund fees, and the Company is generally entitled to retain the interest earned on funds held pending remittance (or float) related to its collection of mortgagor principal, interest, tax and insurance payments.

~~The following table summarizes the activity of MSRs for the nine months ended September 30, 2021 and year ended December 31, 2020:~~

September 30,

December 31,

2021

2020
Balance at beginning of year

$
339

$
41,470
Additions from servicing retained loan sales

459

2,094
Reductions from bulk sales

—

(21,263)
Changes in fair value (1)

(41)

(21,962)
Fair value of MSRs at end of period

$
757

$
339

~~(1)~~

~~Changes in fair value are included within gain (loss) on mortgage servicing rights, net in the accompanying consolidated statements of operations and comprehensive earnings (loss).~~

~~At September 30, 2021 and December 31, 2020, the UPB of the mortgage servicing portfolio was comprised of the following:~~

September 30,

December 31,

2021

2020

Government insured

$
65,142

$
30,524

Conventional

—

—

Total loans serviced

$
65,142

$
30,524

The table below illustrates hypothetical changes in fair values of MSRs caused by assumed immediate changes to key assumptions that are used to determine fair value. See Note 7.—Fair Value of Financial Instruments for a description of the key assumptions used to determine the fair value of MSRs.


	September 30,		December 31,		September 30,		December 31,
Mortgage Servicing Rights Sensitivity Analysis	2021		2020		2022		2021
Fair value of MSRs	$	757	$	339	$	865	$	749
Prepayment Speed:
Decrease in fair value from 10% adverse change		(26)		(13)		(16)		(24)
Decrease in fair value from 20% adverse change		(52)		(26)		(35)		(48)
Decrease in fair value from 30% adverse change		(76)		(38)		(53)		(70)
Discount Rate:
Decrease in fair value from 10% adverse change		(31)		(13)		(39)		(31)
Decrease in fair value from 20% adverse change		(60)		(25)		(74)		(59)
Decrease in fair value from 30% adverse change		(86)		(37)		(107)		(85)

Sensitivities are hypothetical changes in fair value and cannot be extrapolated because the relationship of changes in assumptions to changes in fair value may not be linear. Also, the effect of a variation in a particular assumption is calculated without changing any other assumption, whereas a change in one factor may result in changes to another. Accordingly, no assurance can be given that actual results would be consistent with the results of these estimates. As a result, actual future changes in MSR values may differ significantly from those displayed above.

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Gain ~~(loss)~~ on mortgage servicing rights, net is comprised of the following for the three and nine months ended September 30, ~~2021~~2022 and ~~2020:~~2021:


	For the Three Months Ended				For the Nine Months Ended				For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Change in fair value of mortgage servicing rights	$	(42)	$	(18)	$	(41)	$	(21,960)	$	15	$	(42)	$	70	$	(41)
Gain (loss) on sale of mortgage servicing rights		143		(115)		143		(4,925)
Gain (loss) on mortgage servicing rights, net	$	101	$	(133)	$	102	$	(26,885)
Gain on sale of mortgage servicing rights										181		143		281		143
Gain on mortgage servicing rights, net									$	196	$	101	$	351	$	102

Servicing fees (expense) ~~fees,~~, net is comprised of the following for the three and nine months ended September 30, ~~2021~~2022 and ~~2020:~~2021:


	For the Three Months Ended				For the Nine Months Ended				For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2021			2020	2021		2020		2022			2021	2022		2021
Contractual servicing fees	$	50	$	42	$	123	$	5,150	$	58	$	50	$	192	$	123
Late and ancillary fees		—		1		—		67
Subservicing and other costs		(174)		(168)		(516)		(1,484)		(26)		(174)		(165)		(516)
Servicing (expense) fees, net	$	(124)	$	(125)	$	(393)	$	3,733
Servicing fees (expense), net									$	32	$	(124)	$	27	$	(393)

Loans Eligible for Repurchase from Government National Mortgage Association (GNMA or Ginnie Mae)

The Company sells loans in Ginnie Mae guaranteed ~~MBS~~mortgage-backed securities (MBS) by pooling eligible loans through a pool custodian and assigning rights to the loans to Ginnie Mae. When these Ginnie Mae loans are initially pooled and securitized, the Company meets the criteria for sale treatment and de-recognizes the loans. The terms of the Ginnie Mae MBS program allow, but do not require, the Company to repurchase mortgage loans when the borrower has made no payments for three consecutive months. When the Company has the unconditional right, as servicer, to repurchase Ginnie Mae pool loans it has previously sold and are more than 90 days past due, and the repurchase will provide a “more than trivial benefit”, the Company then re-recognizes the loans on its consolidated balance sheets in other assets, at their UPB and records a corresponding liability in other liabilities in the consolidated balance sheets. At September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, loans eligible for repurchase from GNMA totaled ~~$452~~$601 thousand and ~~$114~~$337 thousand, respectively, in UPB. As part of the Company’s repurchase reserve, the Company records a repurchase provision to provide for estimated losses from the sale or securitization of all mortgage loans, including these loans.

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Note 4.—Leases

The Company has 3three operating leases for office space expiring at various dates through 2024 and 1one financing lease which concludes in 2023. During the three and nine months ended ~~September��~~September 30, 2022, cash paid for operating leases was $1.2 million and $3.6 million, respectively, while total operating lease expense was $983 thousand and $3.1 million, respectively. During the three and nine months ended September 30, 2021, cash paid for operating leases was $1.2 million and $3.4 million, respectively, while total operating lease expense was $1.0 million and $3.0 million, respectively. ~~During the three and nine months ended September 30, 2020,~~ ~~cash paid for operating leases was $1.3 million and $4.0 million, respectively, while total operating lease expense was $1.0 million and $3.6 million, respectively.~~ Operating lease expense includes short-term leases and sublease income, both of which are immaterial. ~~During~~Additionally, during the three and nine months ended ~~March 31, 2020,~~September 30, 2022, the Company ~~recognized~~ recorded right of use (ROU) asset impairment of ~~$393~~$123 thousand related to the ~~consolidation~~sublease of ~~one~~approximately 1,900 square feet of a floor ~~of its~~within the Company’s corporate office, reducing the carrying value of the lease asset to its estimated fair value. The impairment charge is included in general, administrative and other expense in the consolidated statements of operations and comprehensive ~~earnings~~ (loss). earnings.

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The following table presents the operating and finance lease balances within the consolidated balance sheets, weighted average remaining lease term, and weighted average discount rates related to the Company’s operating and finance leases as of September 30, ~~2021:~~2022:


		September 30,
Lease Assets and Liabilities	Classification	~~2021~~2022
Assets
Lease ROU assets	Other assets	$ ~~11,072~~7,452

Liabilities
Lease liabilities	Other liabilities	$ ~~13,600~~9,380

Weighted average remaining lease term (in years)		~~3.0~~2.0
Weighted average discount rate		4.8	%

The following table presents the maturity of the Company’s operating and financing lease liabilities as of September 30, ~~2021:~~2022:


Year remaining 2021	$	1,198
Year 2022		4,809
Year remaining 2022			$	1,224
Year 2023		4,909		4,909
Year 2024		3,729		3,729
Total lease commitments	$	14,645	$	9,862
Less: imputed interest		(1,045)		(482)
Total lease liability	$	13,600	$	9,380

Note 5.—Debt

Warehouse Borrowings

The Company, through its subsidiaries, enters into Master Repurchase Agreements with lenders providing warehouse facilities. The warehouse facilities are used to fund, and are secured by, residential mortgage loans that are held for sale. The warehouse and revolving lines of credit are repaid using proceeds from the sale of loans. The base interest rates on the Company’s warehouse lines bear interest at 1-month LIBOR plus a margin or ~~Note~~note rate minus a margin. Some of the lines carry additional fees in the form of annual facility fees charged on the total line amount, commitment fees charged on the committed portion of the line and non-usage fees charged when monthly usage falls below a certain utilization percentage.

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The base interest rates for all warehouse lines of credit are subject to increase based upon the characteristics of the underlying loans collateralizing the lines of credit, including, but not limited to product type and number of days held for sale. Certain of the warehouse line lenders require the Company, at all times, to maintain cash accounts with minimum required balances.

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Under the terms of these warehouse lines, the Company is required to maintain various financial and other covenants. At September 30, ~~2021,~~2022, the Company was not in compliance with ~~all~~certain financial covenants from its ~~lenders.~~lenders and received the necessary waivers. The following table presents certain information on warehouse borrowings for the periods ~~indicated:~~indicated:

Maximum

Balance Outstanding at

Borrowing

September 30,

December 31,

Capacity

2021

2020

Maturity Date
Short-term borrowings:











Repurchase agreement 1

$
50,000

$
23,691

$
49,963

November 24, 2021
Repurchase agreement 2

200,000

147,411

51,310

September 13, 2022
Repurchase agreement 3

300,000

75,394

50,659

September 23, 2022
Repurchase agreement 4 (1)

25,000

14,968

—

March 31, 2022
Total warehouse borrowings

$
575,000

$
261,464

$
151,932


	Maximum		Balance Outstanding at
	Borrowing		September 30,		December 31,
	Capacity		2022		2021		Maturity Date
Short-term borrowings:
Repurchase agreement 1 (1)	$	—	$	—	$	30,009	May 24, 2022
Repurchase agreement 2 (2)		—		—		153,006	September 13, 2022
Repurchase agreement 3 (3)		300,000		2,586		56,794	November 23, 2022
Repurchase agreement 4 (4)		25,000		10,706		45,730	December 31, 2022
Total warehouse borrowings	$	325,000	$	13,292	$	285,539

___________________________

(1)

~~During~~Repurchase agreement 1 was not renewed.

(2)

Repurchase agreement 2 was not renewed.

(3)

In September 2022, this line was extended to November 2022, pending the ~~three months ended~~renewal process and is expected to be reduced to $15.0 million. In October 2022, the Company entered into an agreement for a $1.0 million committed line in addition to the uncommitted line undergoing renewal.

(4)

In September ~~30, 2021, we added~~2022, the maximum borrowing capacity was reduced to $25.0 million ~~in additional borrowing capacity as repurchase agreement 4 became operational for funding.~~and the maturity of the line was moved to December 31, 2022.

Convertible Notes

In May 2015, the Company issued $25.0 million Convertible Promissory Notes (Notes) to purchasers, some of which are related parties. The Notes were originally due to mature on or before May 9, 2020 and accrued interest at a rate of 7.5% per annum, to be paid quarterly.

Noteholders may convert all or a portion of the outstanding principal amount of the Notes into shares of the Company’s common stock (Conversion Shares) at a rate of $21.50 per share, subject to adjustment for stock splits and dividends (Conversion Price). The Company has the right to convert the entire outstanding principal of the Notes into Conversion Shares at the Conversion Price if the market price per share of the common stock, as measured by the average volume-weighted closing stock price per share of the common stock on the NYSE AMERICAN (or any other U.S. national securities exchange then serving as the principal such exchange on which the shares of common stock are listed), reaches the level of $30.10 for any twenty (20) trading days in any period of thirty (30) consecutive trading days after the Closing Date (as defined in the Notes). Upon conversion of the Notes by the Company, the entire amount of accrued and unpaid interest (and all other amounts owing) under the Notes are immediately due and payable. To the extent the Company pays any cash dividends on its shares of common stock prior to conversion of the Notes, upon conversion of the Notes, the noteholders will also receive such dividends on an as-converted basis of the Notes less the amount of interest paid by the Company prior to such dividend.

On April 15, 2020, the Company and the noteholders agreed to extend the outstanding Notes in the principal amount of $25.0 million originally issued in May 2015, at the conclusion of the original note term (First Amendment). The new Notes were issued with a six month term (November 9, 2020) and reduced the interest rate on such Notes to 7.0% per annum. In connection with the issuance of the First Amendment, the Company issued to the noteholders of the Notes, warrants to purchase up to an aggregate of 212,649 shares of the Company’s common stock at a cash exercise price of $2.97 per share. The relative fair value of the warrants was $242 thousand and recorded as debt discounts, which was accreted over the term of the warrants (October 2020), using an effective interest rate of 8.9%. The warrants are exercisable commencing on October 16, 2020 and expire on April 15, 2025. The First Amendment was accounted for as an extinguishment of debt.

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On October 28, 2020, the Company and certain holders of its Notes due November 9, 2020 in the aggregate principal amount of $25.0 million agreed to extend the maturity date of the Notes ~~upon conclusion of the term on November 9, 2020. The new Notes have an~~ ~~18-month~~ ~~term due~~to May 9, 2022 and the Company decreased the aggregate principal amount of the Notes to $20.0 million, following the pay-down of $5.0 million in principal of the Notes on November 9, 2020 (Second Amendment). The interest rate on the Notes ~~remains~~remained at 7.0% per annum. The Second Amendment was accounted for as an extinguishment of debt.

~~Table~~On April 29, 2022, the Company and holders of ~~Contents~~its Notes agreed to extend the maturity date of the Notes upon conclusion of the term on May 9, 2022. The Company decreased the aggregate principal amount of the new Notes to $15.0 million, following the pay-down of $5.0 million in principal of the Notes on May 9, 2022 (Third Amendment). The new Notes are due and payable in three equal installments of $5.0 million on each of May 9, 2023, May 9, 2024 and the stated maturity date of May 9, 2025. If the Company has not received by October 31, 2022 approval of its stockholders for the exchange of its 9.375% Cumulative Redeemable Series B Preferred Stock (Series B Preferred Stock) and 9.125% Redeemable Series C Preferred Stock (Series C Preferred Stock) for cash or new proposed preferred stock and shares of Company Common Stock and, in the case of the Series C Preferred Stock, a warrant to purchase 1.5 shares of Common Stock, on terms agreed to by the requisite percentage of holders of Series B Preferred Stock and Series C Preferred Stock and provided notice of the subsequent redemption of any remaining outstanding Series B Preferred Stock and its Series C Preferred Stock for Common Stock (other than any failure to receive such approvals and to provide such notice of redemption arising from (i) any breach of any covenant or agreement with the Company by any holder(s) of its capital stock or (ii) the institution of any legal or similar proceedings by any holder(s) of its capital stock or any Governmental Authority, see Note 12.—Equity and Share Based Payments, Redeemable Preferred Stock for further description on the exchange offer), then the stated maturity date of these Notes shall mean November 9, 2022. The interest rate on the Notes remains at 7.0% per annum.

On October 20, 2022, the Company received the requisite stockholder consents for the exchange of its Series B Preferred Stock and Series C Preferred Stock and subsequently provided timely notice of the redemption of any remaining Series B Preferred stock and Series C Preferred stock which did not participate in the exchange offers, as further described in Note 12.—Equity and Share Based Payments, Redeemable Preferred Stock. As a result, the Notes are due and payable in three equal installments of $5.0 million on each of May 9, 2023, May 9, 2024 and the stated maturity date of May 9, 2025.

Long-term Debt

The Company carries its Junior Subordinated Notes at estimated fair value as more fully described in Note 7.—Fair Value of Financial Instruments. The following table shows the remaining principal balance and fair value of Junior Subordinated Notes issued as of September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
Junior Subordinated Notes (1)	$	62,000	$	62,000	$	62,000	$	62,000
Fair value adjustment		(15,542)		(17,587)		(28,736)		(15,464)
Total Junior Subordinated Notes	$	46,458	$	44,413	$	33,264	$	46,536

(1)	Stated maturity of March 2034; requires quarterly interest payments at a variable rate of 3-month LIBOR plus 3.75% per annum.

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Note 6.—Securitized Mortgage Trusts

In March 2022, the Company and its subsidiaries (the Sellers), entered into a Purchase, Sale and Assignment Agreement (Sale Agreement) pursuant to which the Sellers sold certain residual interest certificates, and assigned certain optional termination and loan purchase rights, owned by the Sellers relating to 37 securitizations that closed between 2000 and 2007 (the Securitizations). Pursuant to the terms of the Sale Agreement, the purchaser paid the Company an aggregate cash purchase price of $37.5 million, $20.0 million of which was paid on March 16, 2022, and the remaining balance of the purchase price was paid on March 25, 2022, upon the Company’s satisfaction of certain closing and payment release provisions, including delivery of certain residual interest certificates, set forth in the Sale Agreement. For the three months ended March 31, 2022, the Company recorded a $9.2 million increase in fair value, net of $277 thousand in transaction costs related to the transfer.

As a result of the sale, in accordance with FASB ASC 810-10-25, the Company deconsolidated the securitized mortgage trust assets totaling approximately $1.6 billion and trust liabilities of $1.6 billion as of the sale date as it was no longer the primary beneficiary of the consolidated securitization trusts. The Company shall remain the master servicer with respect to all of the securitizations until such time that the deals are collapsed or payoff.

Securitized Mortgage Trust Assets

Securitized mortgage trust assets, which are recorded at their estimated fair value, ~~are~~were comprised of the following at September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
Securitized mortgage collateral, at fair value	$	1,724,372	$	2,100,175	$	—	$	1,639,251
REO, at net realizable value (NRV)		3,364		3,094		—		3,479
Total securitized mortgage trust assets	$	1,727,736	$	2,103,269	$	—	$	1,642,730

Securitized Mortgage Trust Liabilities

Securitized mortgage trust liabilities, which are recorded at their estimated fair value, ~~are~~were comprised of the following at September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
Securitized mortgage borrowings	$	1,707,494	$	2,086,557	$	—	$	1,614,862

Changes in fair value of net trust assets, including trust REO gains ~~are~~(losses), were comprised of the following for the three and nine months ended September 30, ~~2021~~2022 and ~~2020:~~2021:


	For the Three Months Ended				For the Nine Months Ended				For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Change in fair value of net trust assets, excluding REO	$	3,381	$	(3,143)	$	(1,991)	$	(9,555)	$	—	$	3,381	$	9,248	$	(1,991)
(Losses) gains from trust REO		(269)		1,794		1,289		4,959		—		(269)		—		1,289
Change in fair value of net trust assets, including trust REO gains (losses)	$	3,112	$	(1,349)	$	(702)	$	(4,596)	$	—	$	3,112	$	9,248	$	(702)

Note 7.—Fair Value of Financial Instruments

The use of fair value to measure the Company’s financial instruments is fundamental to its consolidated financial statements and is a critical accounting estimate because a substantial portion of its assets and liabilities are recorded at estimated fair value.

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~~Note 7.—Fair Value of Financial Instruments~~

The following table presents the estimated fair value of financial instruments included in the consolidated financial statements as of the dates indicated:


	September 30, 2021								December 31, 2020								September 30, 2022								December 31, 2021
	Carrying		Estimated Fair Value						Carrying		Estimated Fair Value						Carrying		Estimated Fair Value						Carrying		Estimated Fair Value
	Amount		Level 1		Level 2		Level 3		Amount		Level 1		Level 2		Level 3		Amount		Level 1		Level 2		Level 3		Amount		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	42,192	$	42,192	$	—	$	—	$	54,150	$	54,150	$	—	$	—	$	44,008	$	44,008	$	—	$	—	$	29,555	$	29,555	$	—	$	—
Restricted cash		5,812		5,812		—		—		5,602		5,602		—		—		4,173		4,173		—		—		5,657		5,657		—		—
Mortgage loans held-for-sale		275,544		—		275,544		—		164,422		—		164,422		—		18,443		—		18,443		—		308,477		—		308,477		—
Mortgage servicing rights		757		—		—		757		339		—		—		339		865		—		—		865		749		—		—		749
Derivative assets, lending, net (1)		6,628		—		1,264		5,364		7,275		—		—		7,275		331		—		234		97		3,111		—		—		3,111
Securitized mortgage collateral		1,724,372		—		—		1,724,372		2,100,175		—		—		2,100,175		—		—		—		—		1,639,251		—		—		1,639,251

Liabilities
Warehouse borrowings	$	261,464	$	—	$	261,464	$	—	$	151,932	$	—	$	151,932	$	—	$	13,292	$	—	$	13,292	$	—	$	285,539	$	—	$	285,539	$	—
Convertible notes		20,000		—		—		20,000		20,000		—		—		20,000		15,000		—		—		15,000		20,000		—		—		20,000
Long-term debt		46,458		—		—		46,458		44,413		—		—		44,413		33,264		—		—		33,264		46,536		—		—		46,536
Securitized mortgage borrowings		1,707,494		—		—		1,707,494		2,086,557		—		—		2,086,557		—		—		—		—		1,614,862		—		—		1,614,862
Derivative liabilities, lending, net (2)		—		—		—		—		143		—		143		—		—		—		—		—		55		—		55		—

(1)	Represents IRLCs and Hedging Instruments and are included in other assets in the accompanying consolidated balance sheets.

(2)	Represents Hedging Instruments and are included in other liabilities in the accompanying consolidated balance sheets.

The fair value amounts above have been estimated by management using available market information and appropriate valuation methodologies. Considerable judgment is required to interpret market data to develop the estimates of fair value in both inactive and orderly markets. Accordingly, the estimates presented are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

For securitized mortgage collateral and securitized mortgage borrowings, the underlying bonds ~~are~~were collateralized by Alt-A (non-conforming) residential and commercial loans and ~~have~~had limited or no market activity. The Company’s methodology to estimate fair value of these assets and liabilities ~~include~~included the use of internal pricing techniques such as the net present value of future expected cash flows (with observable market participant assumptions, where available) discounted at a rate of return based on the Company’s estimates of market participant requirements. The significant assumptions utilized in these internal pricing techniques, which ~~are~~were based on the characteristics of the underlying collateral, include estimated credit losses, estimated prepayment speeds and appropriate discount rates.

Fair Value Hierarchy

The application of fair value measurements may be on a recurring or nonrecurring basis depending on the accounting principles applicable to the specific asset or liability or whether management has elected to carry the item at its estimated fair value.

FASB ASC 820-10-35 specifies a hierarchy of valuation techniques based on whether the inputs to those techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:

●Level 1—Quoted prices (unadjusted) in active markets for identical instruments or liabilities that an entity has the ability to assess at measurement date.

●Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; inputs other than quoted prices that are observable for an asset or liability, including interest rates and yield curves observable at commonly quoted intervals, prepayment speeds, loss severities, credit risks and default rates; and market-corroborated inputs.

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●Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers is unobservable.

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when estimating fair value.

As a result of the lack of observable market data resulting from inactive markets, the Company has classified its MSRs, securitized mortgage collateral and borrowings, derivative assets and liabilities (IRLCs), Notes and long-term debt as Level 3 fair value measurements. Level 3 assets and liabilities measured at fair value on a recurring basis were approximately ~~84%~~1% and ~~86%~~54% and ~~90%~~83% and ~~93%~~84%, respectively, of total assets and total liabilities measured at estimated fair value at September 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

Recurring Fair Value Measurements

The Company assesses its financial instruments on a quarterly basis to determine the appropriate classification within the fair value hierarchy, as defined by ASC Topic 810. Transfers between fair value classifications occur when there are changes in pricing observability levels. Transfers of financial instruments among the levels occur at the beginning of the reporting period. There were no material transfers into Level 3 classified instruments during the nine months ended September 30, ~~2021.~~2022.

The following tables present the Company’s assets and liabilities that are measured at estimated fair value on a recurring basis, including financial instruments for which the Company has elected the fair value option at September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, based on the fair value hierarchy:


	Recurring Fair Value Measurements												Recurring Fair Value Measurements
	September 30, 2021						December 31, 2020						September 30, 2022						December 31, 2021
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Mortgage loans held-for-sale	$	—	$	275,544	$	—	$	—	$	164,422	$	—	$	—	$	18,443	$	—	$	—	$	308,477	$	—
Derivative assets, lending, net (1)		—		1,264		5,364		—		—		7,275		—		234		97		—		—		3,111
Mortgage servicing rights		—		—		757		—		—		339		—		—		865		—		—		749
Securitized mortgage collateral		—		—		1,724,372		—		—		2,100,175		—		—		—		—		—		1,639,251
Total assets at fair value	$	—	$	276,808	$	1,730,493	$	—	$	164,422	$	2,107,789	$	—	$	18,677	$	962	$	—	$	308,477	$	1,643,111
Liabilities
Securitized mortgage borrowings	$	—	$	—	$	1,707,494	$	—	$	—	$	2,086,557	$	—	$	—	$	—	$	—	$	—	$	1,614,862
Long-term debt		—		—		46,458		—		—		44,413		—		—		33,264		—		—		46,536
Derivative liabilities, lending, net (2)		—		—		—		—		143		—		—		—		—		—		55		—
Total liabilities at fair value	$	—	$	—	$	1,753,952	$	—	$	143	$	2,130,970	$	—	$	—	$	33,264	$	—	$	55	$	1,661,398

(1)

At September 30, ~~2021,~~2022, derivative assets, lending, net included ~~$5.4 million~~$97 thousand in IRLCs and ~~$1.3 million~~$234 thousand in Hedging Instruments included in other assets in the accompanying consolidated balance sheets. At December 31, ~~2020,~~2021, derivative assets, lending, net included ~~$7.3~~$3.1 million in IRLCs and is included in other assets in the accompanying consolidated balance sheets.

(2)	At ~~September 30, 2021 and~~ December 31, ~~2020,~~2021, derivative liabilities, lending, net are included in other liabilities in the accompanying consolidated balance sheets.

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The following tables present reconciliations for all assets and liabilities measured at estimated fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended September 30, ~~2021~~2022 and ~~2020:~~2021:


	Level 3 Recurring Fair Value Measurements											Level 3 Recurring Fair Value Measurements
	For the Three Months Ended September 30, 2021											For the Three Months Ended September 30, 2022

							Interest											Interest
	Securitized		Securitized		Mortgage		rate lock		Long-			Securitized		Securitized		Mortgage		rate lock		Long-
	mortgage		mortgage		servicing		commitments,		term			mortgage		mortgage		servicing		commitments,		term
	collateral		borrowings		rights		net		debt			collateral		borrowings		rights		net		debt
Fair value, June 30, 2021	$	1,858,423	$	(1,847,224)	$	553	$	4,262	$	(44,900)
Fair value, June 30, 2022												$	—	$	—	$	850	$	498	$	(35,889)
Total gains (losses) included in earnings:
Interest income ~~(1)~~		(1,557)		—		—		—		—			—		—		—		—		—
Interest expense ~~(1)~~		—		(10,172)		—		—		(386)			—		—		—		—		(287)
Change in fair value		23,439		(20,057)		(42)		1,102		(1,803)			—		—		15		(401)		(435)
Change in instrument specific credit risk		—		—		—		—		631	(2)		—		—		—		—		3,347	(1)
Total gains (losses) included in earnings		21,882		(30,229)		(42)		1,102		(1,558)			—		—		15		(401)		2,625
Transfers in and/or out of Level 3		—		—		—		—		—			—		—		—		—		—
Purchases, issuances and settlements:
Purchases		—		—		—		—		—			—		—		—		—		—
Issuances		—		—		246		—		—			—		—		—		—		—
Settlements		(155,933)		169,959		—		—		—			—		—		—		—		—
Fair value, September 30, 2021	$	1,724,372	$	(1,707,494)	$	757	$	5,364	$	(46,458)
Fair value, September 30, 2022												$	—	$	—	$	865	$	97	$	(33,264)

(1)	Amount represents the change in instrument specific credit risk in other comprehensive gain (loss) in the consolidated statements of operations and comprehensive (loss) earnings.


	Level 3 Recurring Fair Value Measurements
	For the Three Months Ended September 30, 2021

							Interest
	Securitized		Securitized		Mortgage		rate lock		Long-
	mortgage		mortgage		servicing		commitments,		term
	collateral		borrowings		rights		net		debt
Fair value, June 30, 2021	$	1,858,423	$	(1,847,224)	$	553	$	4,262	$	(44,900)
Total gains (losses) included in earnings:
Interest income (1)		(1,557)		—		—		—		—
Interest expense (1)		—		(10,172)		—		—		(386)
Change in fair value		23,439		(20,057)		(42)		1,102		(1,803)
Change in instrument specific credit risk		—		—		—		—		631	(2)
Total gains (losses) included in earnings		21,882		(30,229)		(42)		1,102		(1,558)
Transfers in and/or out of Level 3		—		—		—		—		—
Purchases, issuances and settlements:
Purchases		—		—		—		—		—
Issuances		—		—		246		—		—
Settlements		(155,933)		169,959		—		—		—
Fair value, September 30, 2021	$	1,724,372	$	(1,707,494)	$	757	$	5,364	$	(46,458)

(1)

Amounts primarily represent accretion to recognize interest income and interest expense using effective yields based on estimated fair values for trust assets and trust liabilities. Net interest income, including cash received and paid, was $2.2 million for the three months ended September 30, 2021. The difference between accretion of interest income and expense and the amounts of interest income and expense recognized in the consolidated statements of operations and comprehensive (loss) earnings ~~(loss)~~ is primarily from contractual interest on the securitized mortgage collateral and borrowings.

(2)	Amount represents the change in instrument specific credit risk in other comprehensive (loss) earnings ~~(loss)~~ in the consolidated statements of operations and comprehensive ~~earnings (loss).~~

Level 3 Recurring Fair Value Measurements

For the Three Months Ended September 30, 2020

Interest

Securitized

Securitized

Mortgage

rate lock

Long-

mortgage

mortgage

servicing

commitments,

term

collateral

borrowings

rights

net

debt

Fair value, June 30, 2020

$
2,225,422

$
(2,213,863)

$
279

$
1,799

$
(41,811)

Total gains (losses) included in earnings:

Interest income (1)

1,278

—

—

—

—

Interest expense (1)

—

(18,198)

—

—

(259)

Change in fair value

69,931

(73,074)

(18)

5,241

(1,127)

Change in instrument specific credit risk

—

—

—

—

362
(2)
Total gains (losses) included in earnings

71,209

(91,272)

(18)

5,241

(1,024)

Transfers in and/or out of Level 3

—

—

—

—

—

Purchases, issuances and settlements:

Purchases

—

—

—

—

—

Issuances

—

—

—

—

—

Settlements

(91,237)

114,339

(261)

—

—

Fair value, September 30, 2020

$
2,205,394

$
(2,190,796)

$
—

$
7,040

$
(42,835)

~~(1)~~

Amounts primarily represent accretion to recognize interest income and interest expense using effective yields based on estimated fair values for trust assets and trust liabilities. Net interest income, including cash received and paid, was $2.2 million for the three months ended September 30, 2020. The difference between accretion of interest income and expense and the amounts of interest income and expense recognized in the consolidated statements of operations and comprehensive earnings (loss) ~~is primarily from contractual interest on the securitized mortgage collateral and borrowings.~~

~~(2)~~

~~Amount represents the change in instrument specific credit risk in other comprehensive earnings (loss) in the consolidated statements of operations and comprehensive earnings (loss).~~earnings.

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The following tables present reconciliations for all assets and liabilities measured at estimated fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, ~~2021~~2022 and ~~2020:~~2021:

Level 3 Recurring Fair Value Measurements

For the Nine Months Ended September 30, 2021

Interest

Securitized

Securitized

Mortgage

rate lock

Long-

mortgage

mortgage

servicing

commitments,

term


collateral

borrowings

rights

net

debt

Fair value, December 31, 2020

$
2,100,175

$
(2,086,557)

$
339

$
7,275

$
(44,413)

Total (losses) gains included in earnings:

Interest income (1)

(11,036)

—

—

—

—

Interest expense (1)

—

(28,190)

—

—

(1,109)

Change in fair value

103,296

(105,287)

(41)

(1,911)

638

Change in instrument specific credit risk

—

—

—

—

(1,574)
(2)
Total gains (losses) included in earnings

92,260

(133,477)

(41)

(1,911)

(2,045)

Transfers in and/or out of Level 3

—

—

—

—

—

Purchases, issuances and settlements:

Purchases

—

—

—

—

—

Issuances

—

—

459

—

—

Settlements

(468,063)

512,540

—

—

—

Fair value, September 30, 2021

$
1,724,372

$
(1,707,494)

$
757

$
5,364

$
(46,458)

Unrealized (losses) gains still held (3)

$
(156,952)

$
2,367,197

$
757

$
5,364

$
15,542


	Level 3 Recurring Fair Value Measurements
	For the Nine Months Ended September 30, 2022

							Interest
	Securitized		Securitized		Mortgage		rate lock		Long-
	mortgage		mortgage		servicing		commitments,		term
	collateral		borrowings		rights		net		debt
Fair value, December 31, 2021	$	1,639,251	$	(1,614,862)	$	749	$	3,111	$	(46,536)
Total gains (losses) included in earnings:
Interest income (1)		2,019		—		—		—		—
Interest expense (1)		—		(7,564)		—		—		(1,030)
Change in fair value		9,248		—		70		(3,014)		3,187
Change in instrument specific credit risk		—		—		—		—		11,115	(2)
Total gains (losses) included in earnings		11,267		(7,564)		70		(3,014)		13,272
Transfers in and/or out of Level 3		—		—		—		—		—
Purchases, issuances and settlements:
Purchases		—		—		—		—		—
Issuances		—		—		46		—		—
Settlements		(1,650,518)		1,622,426		—		—		—
Fair value, September 30, 2022	$	—	$	—	$	865	$	97	$	(33,264)
Unrealized gains (losses) still held (3)	$	—	$	—	$	865	$	97	$	(28,736)

(1)

Amounts primarily represent accretion to recognize interest income and interest expense using effective yields based on estimated fair values for trust assets and trust ~~liabilities.~~liabilities prior to the sale in March 2022. Net interest income, including cash received and paid, was ~~$6.5~~$1.2 million for the nine months ended September 30, ~~2021.~~2022. The difference between accretion of interest income and expense and the amounts of interest income and expense recognized in the consolidated statements of operations and comprehensive (loss) earnings ~~(loss)~~ is primarily from contractual interest on the securitized mortgage collateral and borrowings.

(2)	Amount represents the change in instrument specific credit risk in other comprehensive (loss) earnings ~~(loss)~~ in the consolidated statements of operations and comprehensive ~~earnings~~ (loss). earnings.

(3)	Represents the amount of unrealized ~~(losses)~~ gains relating to assets and liabilities classified as Level 3 that are still held and reflected in the fair values at September 30, ~~2021.~~2022.

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Level 3 Recurring Fair Value Measurements

For the Nine Months Ended September 30, 2020

Interest

Securitized

Securitized

Mortgage

rate lock

Long-

mortgage

mortgage

servicing

commitments,

term


collateral

borrowings

rights

net

debt

Fair value, December 31, 2019

$
2,628,064

$
(2,619,210)

$
41,470

$
7,791

$
(45,434)

Total (losses) gains included in earnings:

Interest income (1)

3,386

—

—

—

—

Interest expense (1)

—

(52,129)

—

—

(577)

Change in fair value

(104,488)

94,933

(21,960)

(751)

3,701

Change in instrument specific credit risk

—

—

—

—

(525)
(2)
Total (losses) gains included in earnings

(101,102)

42,804

(21,960)

(751)

2,599

Transfers in and/or out of Level 3

—

—

—

—

—

Purchases, issuances and settlements:

Purchases

—

—

—

—

—

Issuances

—

—

1,753

—

—

Settlements

(321,568)

385,610

(21,263)

—

—

Fair value, September 30, 2020

$
2,205,394

$
(2,190,796)

$
—

$
7,040

$
(42,835)

Unrealized (losses) gains still held (3)

$
(295,390)

$
2,529,419

$
—

$
7,040

$
19,165


	Level 3 Recurring Fair Value Measurements
	For the Nine Months Ended September 30, 2021

							Interest
	Securitized		Securitized		Mortgage		rate lock		Long-
	mortgage		mortgage		servicing		commitments,		term
	collateral		borrowings		rights		net		debt
Fair value, December 31, 2020	$	2,100,175	$	(2,086,557)	$	339	$	7,275	$	(44,413)
Total gains (losses) included in earnings:
Interest income (1)		(11,036)		—		—		—		—
Interest expense (1)		—		(28,190)		—		—		(1,109)
Change in fair value		103,296		(105,287)		(41)		(1,911)		638
Change in instrument specific credit risk		—		—		—		—		(1,574)	(2)
Total gains (losses) included in earnings		92,260		(133,477)		(41)		(1,911)		(2,045)
Transfers in and/or out of Level 3		—		—		—		—		—
Purchases, issuances and settlements:
Purchases		—		—		—		—		—
Issuances		—		—		459		—		—
Settlements		(468,063)		512,540		—		—		—
Fair value, September 30, 2021	$	1,724,372	$	(1,707,494)	$	757	$	5,364	$	(46,458)
Unrealized (losses) gains still held (3)	$	(156,952)	$	2,367,197	$	757	$	5,364	$	15,542

(1)

Amounts primarily represent accretion to recognize interest income and interest expense using effective yields based on estimated fair values for trust assets and trust liabilities. Net interest income, including cash received and paid, was ~~$6.6~~$6.5 million for the three and nine months ended September 30, ~~2020.~~2021. The difference between accretion of interest income and expense and the amounts of interest income and expense recognized in the consolidated statements of operations and comprehensive (loss) earnings ~~(loss)~~ is primarily from contractual interest on the securitized mortgage collateral and borrowings.

(2)	Amount represents the change in instrument specific credit risk in other comprehensive (loss) earnings ~~(loss)~~ in the consolidated statements of ~~operations.~~operations and comprehensive (loss) earnings.

(3)	Represents the amount of unrealized (losses) gains relating to assets and liabilities classified as Level 3 that are still held and reflected in the fair values at September 30, ~~2020~~2021

The following table presents quantitative information about the valuation techniques and unobservable inputs applied to Level 3 fair value measurements for financial instruments measured at fair value on a recurring and nonrecurring basis at September 30, 2022 and December 31, 2021:


										September 30, 2022				December 31, 2021
	Estimated		Valuation	Unobservable	Range of		Weighted		Unobservable	Range of		Weighted		Range of		Weighted
Financial Instrument	Fair Value		Technique	Input	Inputs		Average		Input	Inputs		Average		Inputs		Average
Assets and liabilities backed by real estate
Securitized mortgage collateral, and	$	1,724,372	Discounted Cash Flow	Prepayment rates	0.6 - 37.5	%	9.2	%	Prepayment rates	-	%	-	%	2.9 - 46.3	%	10.7	%
Securitized mortgage borrowings		(1,707,494)		Default rates	0.1 - 24.1	%	2.4	%	Default rates	-	%	-	%	0.06 - 4.3	%	1.7	%
				Loss severities	0.01 - 97.7	%	64.8	%	Loss severities	-	%	-	%	0.01 - 97.6	%	70.1	%
				Discount rates	1.6 - 15.0	%	2.8	%	Discount rates	-	%	-	%	2.1 - 13.0	%	3.6	%
Other assets and liabilities
Mortgage servicing rights	$	757	Discounted Cash Flow	Discount rates	12.5 - 15.0	%	12.7	%	Discount rates	12.5 - 15.0	%	12.8	%	12.5 - 15.0	%	12.8	%
				Prepayment rates	8.1 - 27.6	%	10.9	%	Prepayment rates	7.5 - 12.0	%	8.5	%	8.01 - 29.1	%	10.3	%
Derivative assets - IRLCs, net		5,364	Market pricing	Pull-through rates	50.0 - 98.0	%	80.0	%	Pull-through rates	40.0 - 98.0	%	69.4	%	50.0 - 98.0	%	79.0	%
Long-term debt		(46,458)	Discounted Cash Flow	Discount rates	8.5	%	8.5	%	Discount rates	16.6	%	16.6	%	8.6	%	8.6	%

For assets and liabilities backed by real estate, a significant increase in discount rates, default rates or loss severities would result in a significantly lower estimated fair value. The effect of changes in prepayment speeds would have differing effects depending on the seniority or other characteristics of the instrument. For other assets and liabilities, a significant increase in discount rates would result in a significantly lower estimated fair value. A significant increase or decrease in pull-through rate assumptions would result in a significant increase or decrease, respectively, in the fair value of IRLCs. The Company believes that the imprecision of an estimate could be significant.

The following tables present the changes in recurring fair value measurements included in net (loss) earnings for the three months ended September 30, 2022 and 2021:

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~~The following tables present the changes in recurring fair value measurements included in net earnings (loss) for the three months ended September 30, 2021 and 2020:~~

Recurring Fair Value Measurements

Changes in Fair Value Included in Net Earnings (Loss)

For the Three Months Ended September 30, 2021

Change in Fair Value of

Interest

Interest

Net Trust

Long-term

Other Revenue

Gain (Loss) on Sale

Income (1)

Expense (1)

Assets

Debt

and Expense

of Loans, net

Total

Securitized mortgage collateral

$
(1,557)

$
—

$
23,439

$
—

$
—

$
—

$
21,882

Securitized mortgage borrowings

—

(10,172)

(20,057)

—

—

—

(30,229)

Long-term debt

—

(386)

—

(1,803)

—

—

(2,189)

Mortgage servicing rights (2)

—

—

—

—

(42)

—

(42)

Mortgage loans held-for-sale

—

—

—

—

—

4,228

4,228

Derivative assets — IRLCs

—

—

—

—

—

1,102

1,102

Derivative liabilities — Hedging Instruments

—

—

—

—

—

1,489

1,489

Total

$
(1,557)

$
(10,558)

$
3,382
(3)
$
(1,803)

$
(42)

$
6,819

$
(3,759)


	Recurring Fair Value Measurements
	Changes in Fair Value Included in Net (Loss) Earnings
	For the Three Months Ended September 30, 2022
					Change in Fair Value of
	Interest		Interest		Net Trust		Long-term		Other Revenue		(Loss) Gain on Sale
	Income (1)		Expense (1)		Assets		Debt		and Expense		of Loans, net		Total
Securitized mortgage collateral	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Securitized mortgage borrowings		—		—		—		—		—		—		—
Long-term debt		—		(287)		—		(435)		—		—		(722)
Mortgage servicing rights (2)		—		—		—		—		15		—		15
Mortgage loans held-for-sale		—		—		—		—		—		(1,503)		(1,503)
Derivative assets — IRLCs		—		—		—		—		—		(401)		(401)
Derivative liabilities — Hedging Instruments		—		—		—		—		—		234		234
Total	$	—	$	(287)	$	—	$	(435)	$	15	$	(1,670)	$	(2,377)

(1)	Amounts primarily represent accretion to recognize interest income and interest expense using effective yields based on estimated fair values for trust assets and trust liabilities.

(2)	Included in gain ~~(loss)~~ on MSRs, net in the consolidated statements of operations and comprehensive ~~earnings~~ (loss).

~~(3)~~

~~For the three months ended September 30, 2021, change in the fair value of net trust assets, excluding REO was $3.4 million.~~ earnings.


	Recurring Fair Value Measurements															Recurring Fair Value Measurements
	Changes in Fair Value Included in Net Earnings (Loss)															Changes in Fair Value Included in Net (Loss) Earnings
	For the Three Months Ended September 30, 2020															For the Three Months Ended September 30, 2021
					Change in Fair Value of															Change in Fair Value of
	Interest		Interest		Net Trust			Long-term		Other Revenue		Gain (Loss) on Sale				Interest		Interest		Net Trust			Long-term		Other Revenue		(Loss) Gain on Sale
	Income (1)		Expense (1)		Assets			Debt		and Expense		of Loans, net		Total		Income (1)		Expense (1)		Assets			Debt		and Expense		of Loans, net		Total
Securitized mortgage collateral	$	1,278	$	—	$	69,931		$	—	$	—	$	—	$	71,209	$	(1,557)	$	—	$	23,439		$	—	$	—	$	—	$	21,882
Securitized mortgage borrowings		—		(18,198)		(73,074)			—		—		—		(91,272)		—		(10,172)		(20,057)			—		—		—		(30,229)
Long-term debt		—		(259)		—			(1,127)		—		—		(1,386)		—		(386)		—			(1,803)		—		—		(2,189)
Mortgage servicing rights (2)		—		—		—			—		(18)		—		(18)		—		—		—			—		(42)		—		(42)
Mortgage loans held-for-sale		—		—		—			—		—		6,607		6,607		—		—		—			—		—		4,228		4,228
Derivative assets — IRLCs		—		—		—			—		—		5,241		5,241		—		—		—			—		—		1,102		1,102
Derivative liabilities — Hedging Instruments		—		—		—			—		—		—		—		—		—		—			—		—		1,489		1,489
Total	$	1,278	$	(18,457)	$	(3,143)	(3)	$	(1,127)	$	(18)	$	11,848	$	(9,619)	$	(1,557)	$	(10,558)	$	3,382	(3)	$	(1,803)	$	(42)	$	6,819	$	(3,759)

(1)	Amounts primarily represent accretion to recognize interest income and interest expense using effective yields based on estimated fair values for trust assets and trust liabilities.

(2)	Included in gain ~~(loss)~~ on MSRs, net in the consolidated statements of operations and comprehensive ~~earnings~~ (loss). earnings.

(3)	For the three months ended September 30, ~~2020,~~2021, change in the fair value of net trust assets, excluding REO was ~~$3.1~~$3.4 million.

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The following tables present the changes in recurring fair value measurements included in net earnings (loss) for the three and nine months ended September 30, ~~2021~~2022 and ~~2020:~~2021:


	Recurring Fair Value Measurements															Recurring Fair Value Measurements
	Changes in Fair Value Included in Net Earnings (Loss)															Changes in Fair Value Included in Net (Loss) Earnings
	For the Nine Months Ended September 30, 2021															For the Nine Months Ended September 30, 2022
					Change in Fair Value of															Change in Fair Value of
	Interest		Interest		Net Trust			Long-term		Other Income		Gain (Loss) on Sale				Interest		Interest		Net Trust			Long-term		Other Income		(Loss) Gain on Sale
	Income (1)		Expense (1)		Assets			Debt		and Expense		of Loans, net		Total		Income (1)		Expense (1)		Assets			Debt		and Expense		of Loans, net		Total
Securitized mortgage collateral	$	(11,036)	$	—	$	103,296		$	—	$	—	$	—	$	92,260	$	2,019	$	—	$	9,248		$	—	$	—	$	—	$	11,267
Securitized mortgage borrowings		—		(28,190)		(105,287)			—		—		—		(133,477)		—		(7,564)		—			—		—		—		(7,564)
Long-term debt		—		(1,109)		—			638		—		—		(471)		—		(1,030)		—			3,187		—		—		2,157
Mortgage servicing rights (2)		—		—		—			—		(41)		—		(41)		—		—		—			—		70		—		70
Mortgage loans held-for-sale		—		—		—			—		—		3,632		3,632		—		—		—			—		—		(8,985)		(8,985)
Derivative assets �� IRLCs		—		—		—			—		—		(1,911)		(1,911)
Derivative assets — IRLCs																	—		—		—			—		—		(3,014)		(3,014)
Derivative liabilities — Hedging Instruments		—		—		—			—		—		1,407		1,407		—		—		—			—		—		290		290
Total	$	(11,036)	$	(29,299)	$	(1,991)	(3)	$	638	$	(41)	$	3,128	$	(38,601)	$	2,019	$	(8,594)	$	9,248	(3)	$	3,187	$	70	$	(11,709)	$	(5,779)

(1)	Amounts primarily represent accretion to recognize interest income and interest expense using effective yields based on estimated fair values for trust assets and trust liabilities.

(2)	Included in gain ~~(loss)~~ on MSRs, net in the consolidated statements of operations and comprehensive ~~earnings~~ (loss). earnings.

(3)	For the nine months ended September 30, ~~2021,~~2022, change in the fair value of net trust assets, excluding REO was ~~$2.0~~$9.2 million.


	Recurring Fair Value Measurements															Recurring Fair Value Measurements
	Changes in Fair Value Included in Net Earnings (Loss)															Changes in Fair Value Included in Net (Loss) Earnings
	For the Nine Months Ended September 30, 2020															For the Nine Months Ended September 30, 2021
					Change in Fair Value of															Change in Fair Value of
	Interest		Interest		Net Trust			Long-term		Other Income		Gain (Loss) on Sale				Interest		Interest		Net Trust			Long-term		Other Income		(Loss) Gain on Sale
	Income (1)		Expense (1)		Assets			Debt		and Expense		of Loans, net		Total		Income (1)		Expense (1)		Assets			Debt		and Expense		of Loans, net		Total
Securitized mortgage collateral	$	3,386	$	—	$	(104,488)		$	—	$	—	$	—	$	(101,102)	$	(11,036)	$	—		103,296		$	—	$	—	$	—	$	92,260
Securitized mortgage borrowings		—		(52,129)		94,933			—		—		—		42,804		—		(28,190)		(105,287)			—		—		—		(133,477)
Long-term debt		—		(577)		—			3,701		—		—		3,124		—		(1,109)		—			638		—		—		(471)
Mortgage servicing rights (2)		—		—		—			—		(21,960)		—		(21,960)		—		—		—			—		(41)		—		(41)
Mortgage loans held-for-sale		—		—		—			—		—		(16,595)		(16,595)		—		—		—			—		—		3,632		3,632
Derivative assets — IRLCs		—		—		—			—		—		(751)		(751)		—		—		—			—		—		(1,911)		(1,911)
Derivative liabilities — Hedging Instruments		—		—		—			—		—		651		651		—		—		—			—		—		1,407		1,407
Total	$	3,386	$	(52,706)	$	(9,555)	(3)	$	3,701	$	(21,960)	$	(16,695)	$	(93,829)	$	(11,036)	$	(29,299)	$	(1,991)	(3)	$	638	$	(41)	$	3,128	$	(38,601)

(1)	Amounts primarily represent accretion to recognize interest income and interest expense using effective yields based on estimated fair values for trust assets and trust liabilities.

(2)	Included in gain ~~(loss)~~ on MSRs, net in the consolidated statements of operations and comprehensive ~~earnings~~ (loss). earnings.

(3)	For the nine months ended September 30, ~~2020,~~2021, change in the fair value of net trust assets, excluding REO was ~~$9.6~~$2.0 million.

The following is a description of the measurement techniques for items recorded at estimated fair value on a recurring basis.

Mortgage servicing rights—The Company elected to carry its MSRs arising from its mortgage loan origination operations at estimated fair value. The fair value of MSRs is based upon a discounted cash flow model. The valuation model incorporates assumptions that market participants would use in estimating the fair value of servicing. These assumptions include estimates of prepayment speeds, discount rate, cost to service, escrow account earnings, contractual servicing fee income, prepayment and late fees, among other considerations. MSRs are considered a Level 3 measurement at September 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

Mortgage loans held-for-sale—The Company elected to carry its mortgage LHFS originated or acquired at estimated fair value. Fair value is based on quoted market prices, where available, prices for other traded mortgage loans with similar characteristics, and purchase commitments and bid information received from market participants. Given the meaningful level of secondary market activity for mortgage loans, active pricing is available for similar assets and

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accordingly, the Company classifies its mortgage LHFS as a Level 2 measurement at September 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

Securitized mortgage collateral—The Company elected to carry its securitized mortgage collateral at fair value. These assets ~~consist~~consisted primarily of non-conforming mortgage loans securitized between 2002 and 2007. Fair value measurements ~~are~~were based on the Company’s internal models used to compute the net present value of future expected cash flows with observable market participant assumptions, where available. The Company’s assumptions ~~include~~included its expectations of inputs that other market participants would use in pricing these assets. These assumptions ~~include~~included judgments about the underlying collateral, prepayment speeds, estimated future credit losses, forward interest rates, investor yield requirements and certain other factors. As ~~of September 30, 2021,~~previously discussed, in March 2022, the Company sold certain certificates, and assigned certain optional termination and loan purchase rights associated with the consolidated securitization trusts for $37.5 million and deconsolidated the securitized mortgage ~~collateral had UPB of $1.9 billion, compared to an estimated~~trust assets and liabilities, recording a $9.2 million fair value onincrease, net of $277 thousand in transaction costs related to the Company’s balance sheet of $1.7 billion. The aggregate UPB exceeded the fair value by $0.2 billion at September 30, 2021. As of September 30, 2021, the UPB of loans 90 days or more past due was $0.3 billion compared to an estimated fair value of $0.1 billion. The aggregate UPB of loans 90 days or more past due exceeded the fair value by $0.2 billion at September 30, 2021.transfer. Securitized mortgage collateral iswas considered a Level 3 measurement at ~~September 30, 2021 and~~ December 31, ~~2020.~~2021.

Securitized mortgage borrowings—The Company elected to carry its securitized mortgage borrowings at fair value. These borrowings ~~consist~~consisted of individual tranches of bonds issued by securitization trusts and ~~are~~were primarily backed by non-conforming mortgage loans. Fair value measurements ~~include~~included the Company’s judgments about the underlying collateral and assumptions such as prepayment speeds, estimated future credit losses, forward interest rates, investor yield requirements and certain other factors. As ~~of September 30, 2021,~~previously discussed, in March 2022, the Company sold certain certificates, and assigned certain optional termination and loan purchase rights associated with the consolidated securitization trusts for $37.5 million and deconsolidated the securitized mortgage ~~borrowings had an outstanding principal balance of $1.9 billion,~~trust assets and liabilities, recording a $9.2 million fair value increase, net of ~~$2.2 billion~~$277 thousand in ~~bond losses, compared~~transaction costs related to ~~an estimated fair value of $1.7 billion. The aggregate outstanding principal balance exceeded~~ the ~~fair value by $0.2 billion at September 30, 2021.~~transfer. Securitized mortgage borrowings ~~are~~were considered a Level 3 measurement at ~~September 30, 2021 and~~ December 31, ~~2020.~~2021.

Long-term debt—The Company elected to carry its ~~junior subordinated notes~~Junior Subordinated otes at fair value. These securities are measured based upon an analysis prepared by management, which considered the Company’s own credit risk, including previous settlements with trust preferred debt holders and discounted cash flow analysis. As of September 30, ~~2021,~~2022, long-term debt had UPB of $62.0 million compared to an estimated fair value of ~~$46.5~~$33.3 million. The aggregate UPB exceeded the fair value by ~~$15.5~~$28.7 million at September 30, ~~2021.~~2022. The long-term debt is considered a Level 3 measurement at September 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

Derivative assets and liabilities, lending—~~The Company’s derivative~~ Derivative assets and liabilities, lending are carried at fair value ~~as required by GAAP~~ and are accounted for as free standing derivatives. All derivative financial instruments are recognized on the consolidated balance sheets at fair value with changes in the fair values being reported in current period earnings. The derivatives include IRLCs with prospective residential mortgage borrowers whereby the interest rate on the loan is determined prior to funding and the borrowers have locked in that interest rate. These commitments are determined to be derivative instruments in accordance with GAAP. The derivatives also include hedging instruments (typically to-be-announced mortgage-backed securities (TBA MBS) ~~and~~, forward loan ~~commitments)~~commitments and interest rate swap futures) used to hedge the fair value changes associated with changes in interest rates relating to its mortgage lending originations. The Company hedges the period from the interest rate lock (assuming a fall-out factor) to the date of the loan sale. The estimated fair value of IRLCs are based on underlying loan types with similar characteristics using the TBA MBS market, which is actively quoted and validated through external sources. The data inputs used in this valuation include, but are not limited to, loan type, underlying loan amount, note rate, loan program and expected sale date of the loan, adjusted for current market conditions. These valuations are adjusted at the loan level to consider the servicing release premium and loan pricing adjustments specific to each loan. For all IRLCs, the base value is then adjusted for the anticipated Pull-through Rate. The anticipated Pull-through Rate is an unobservable input based on historical experience, which results in classification of IRLCs as a Level 3 measurement at September 30, ~~2021~~2022 and December 31, ~~2020.~~

2021. The fair value of the Hedging Instruments is based on the actively quoted TBA MBS market using observable inputs related to characteristics of the underlying MBS stratified by product, coupon and settlement date. Therefore, the Hedging Instruments are classified as a Level 2 measurement at September 30, ~~2021~~2022 and December 31, ~~2020.~~2021. The Company also utilizes swap futures to hedge interest rate risk. These instruments are actively traded in a liquid market and classified as Level 1 inputs.

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The following table includes information for the derivative assets and liabilities related to lending for the periods presented:


					Total Gains (Losses)				Total Gains (Losses)								Total Gains (Losses)				Total Gains (Losses)
	Notional Amount				For the Three Months Ended				For the Nine Months Ended				Notional Amount				For the Three Months Ended				For the Nine Months Ended
	September 30,		December 31,		September 30,				September 30,				September 30,		December 31,		September 30,				September 30,
	2021		2020		2021		2020		2021		2020		2022		2021		2022		2021		2022		2021
Derivative – IRLC's (1)	$	400,726	$	450,913	$	1,102	$	5,241	$	(1,911)	$	(751)	$	28,089	$	255,150	$	(401)	$	1,102	$	(3,014)	$	(1,911)
Derivative – TBA MBS (1)		224,000		45,000		(596)		—		2,236		(10,384)		5,000		102,000		222		(596)		4,982		2,236
Derivative – Forward delivery loan commitment (2)		—		20,000		—		—		—		—
Derivative – Swap Futures (1)														3,300		—		216		—		1,516		—

(1)	Amounts included in (loss) gain ~~(loss)~~ on sale of loans, net within the accompanying consolidated statements of operations and comprehensive ~~earnings~~ (loss).

~~(2)~~

~~As of December 31, 2020, $20.0 million of forward loan commitments remained unallocated and recorded at fair value in the accompanying consolidated balance sheets.~~ earnings.

Nonrecurring Fair Value Measurements

The Company is required to measure certain assets and liabilities at estimated fair value from time to time. These fair value measurements typically result from the application of specific accounting pronouncements under GAAP. The fair value measurements are considered nonrecurring fair value measurements under FASB ASC 820-10.

The following tables present financial and non-financial assets measured using nonrecurring fair value measurements at September 30, 2022 and 2021, and ~~2020,~~total (losses) gains for the three and nine months ended September 30, 2022 and 2021, respectively:

Nonrecurring Fair Value Measurements

Total Gains (Losses) (1)

Nonrecurring Fair Value Measurements

Total Losses (1)

September 30, 2021

For the Three Months Ended

For the Nine Months Ended

September 30, 2022

For the Three Months Ended

For the Nine Months Ended

Level 1

Level 2

Level 3

September 30, 2021

Level 1

Level 2

Level 3

September 30, 2022

REO (2)

—

3,364

—

(269)

1,289

ROU asset impairment

—

7,452

(123)

(1)	Total losses reflect losses from all nonrecurring measurements during the period.


	Nonrecurring Fair Value Measurements						Total (Losses) Gains (1)
	September 30, 2021						For the Three Months Ended		For the Nine Months Ended
	Level 1		Level 2		Level 3		September 30, 2021		September 30, 2021
REO (2)	$	—	$	3,364	$	—	$	(269)	$	1,289

(1)	Total (losses) gains reflect (losses) ~~reflect~~ gains ~~(losses)~~ from all nonrecurring measurements during the period.

(2)

For the three and nine months ended September 30, 2021, the Company recorded $269 thousand and $1.3 million, respectively, in (losses) gains related to changes in NRV of properties. Losses represent impairment of the NRV attributable to an increase in state specific loss severities on properties held during the period which resulted in a decrease to NRV. Gains ~~represent recovery of the NRV attributable to an improvement in state specific loss severities on properties held during the period which resulted in an increase to NRV.~~

Nonrecurring Fair Value Measurements

Total Gains (Losses) (1)

Total Gains (Losses) (1)

September 30, 2020

For the Three Months Ended

For the Nine Months Ended

Level 1

Level 2

Level 3

September 30, 2020

September 30, 2020
REO (2)

$
—

$
1,711

$
—

$
1,794

$
4,959
ROU asset impairment

—

—

14,210

—

(393)

~~(1)~~

~~Total gains (losses) reflect gains from all nonrecurring measurements during the period.~~

~~(2)~~

At September 30, 2020, $1.6 million of REO was within securitized mortgage trust assets. The balance represents REO at September 30, 2020, which have been impaired subsequent to foreclosure. For the three and nine months ended September 30, 2020, the Company recorded $1.8 million and $5.0 million, respectively, in gains, which represent recovery of the NRV attributable to an improvement in state specific loss severities on properties held during the period which resulted in an increase to NRV.

Real estate owned—REO consists of residential real estate (within securitized mortgage trust assets) acquired in satisfaction of loans. Upon foreclosure, REO is adjusted to the estimated fair value of the residential real estate less estimated selling and holding costs, offset by expected contractual mortgage insurance proceeds to be received, if any. Subsequently, REO is recorded at the lower of carrying value or estimated fair value less costs to sell. REO balance

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representing REOs which have been impaired subsequent to foreclosure are subject to nonrecurring fair value measurement and are included in the nonrecurring fair value measurements tables. Fair values of REO are generally based on observable market inputs, and are considered Level 2 measurements at ~~September 30, 2021 and~~ December 31, ~~2020.~~2021.

ROU asset impairment—The Company performs reviews of its ROU assets for impairment when evidence exists that the carrying value of an asset may not be recoverable. During the first quarter of ~~2020,~~2022, the Company recorded a ~~$393~~$123 thousand ROU asset impairment charge related to the ~~consolidation~~sublease of ~~one~~approximately 1,900 square feet of a floor within the Company’s corporate office, reducing the carrying value of ~~our corporate office.~~the lease asset to its estimated fair value. The impairment

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charge is included in general, administrative and other expense in the consolidated statements of operations and comprehensive ~~earnings~~ (loss). earnings. ROU asset was considered a Level 3 fair value measurement at September 30, ~~2021 and December 31, 2020.~~2022.

Note 8.—Income Taxes

The Company calculates its quarterly tax provision pursuant to the guidelines in ASC 740 Income Taxes. ASC 740 requires companies to estimate the annual effective tax rate for current year ordinary income. In calculating the effective tax rate, permanent differences between financial reporting and taxable income are factored into the calculation, and temporary differences are not. The estimated annual effective tax rate represents the Company’s estimate of the tax provision in relation to the best estimate of pre-tax ordinary income or loss. The estimated annual effective tax rate is then applied to year-to-date ordinary income or loss to calculate the year-to-date interim tax provision.

For the ~~quarter~~three and nine months ended September 30, 2022, the Company recorded income tax expense was approximately $7 thousand and $46 thousand, respectively, which was the result of state income taxes from states where the Company does not have net operating loss (NOL) carryforwards or state minimum taxes. For the three and nine months ended September 30, 2021, the Company recorded income tax expense of approximately $21 thousand and $63 thousand, respectively, which was the result of applying 1) the calculated annual effective tax rate (ETR) against the year to date net loss, and 2) the discrete method in jurisdictions where the Company meets an exception to using ETR. ~~Income tax expense for the nine months ended September 30, 2021 was primarily driven by state income taxes from states where the Company does not have net operating loss (NOL) carryforwards.~~ The net deferred tax assets (DTA) were fully ~~valued~~reserved for at September 30, ~~2021,~~2022, consistent with December 31, 2020. Tax expense for the three and nine months ended September 30, 2020, is primarily the result of state income taxes from states where the Company does not have NOL carryforwards or state minimum taxes. 2021.

As of December 31, ~~2020,~~2021, the Company had estimated NOL carryforwards of approximately ~~$609.3~~$623.5 million. Federal NOL carryforwards begin to expire in 2027. Included in the estimated NOL carryforward is $65.9 million of NOLs with an indefinite carryover period. As of December 31, ~~2020,~~2021, the Company had estimated California NOL carryforwards of approximately ~~$420.3~~$435.2 million, which begin to expire in 2028. The Company may not be able to realize the maximum benefit due to the nature and tax entities that hold the NOL.

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Note 9.—Reconciliation of Loss Per Common Share

The following table presents the computation of basic and diluted loss per common share, including the dilutive

effect of stock options, restricted stock awards ~~(RSA’s)~~(RSAs), restricted stock units ~~(RSU’s),~~(RSUs) and deferred stock units ~~(DSU’s)~~(DSUs),


	For the Three Months Ended				For the Nine Months Ended				For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Numerator for basic earnings (loss) per share:
Net earnings (loss)	$	2,086	$	1,600	$	(7,461)	$	(85,960)
Less: Cumulative non-declared dividends on preferred stock (1)		(390)		—		(390)		—
Net earnings (loss) attributable to common stockholders	$	1,696	$	1,600	$	(7,851)	$	(85,960)
Numerator for basic (loss) earnings per share:
Net (loss) earnings									$	(13,013)	$	2,086	$	(27,664)	$	(7,461)
Less: cumulative non-declared dividends on preferred stock (1)										(390)		(390)		(1,170)		(390)
Net (loss) earnings attributable to common stockholders									$	(13,403)	$	1,696	$	(28,834)	$	(7,851)

Numerator for diluted earnings (loss) per share:
Net earnings (loss)	$	1,696	$	1,600	$	(7,851)	$	(85,960)
Numerator for diluted (loss) earnings per share:
Net (loss) earnings									$	(13,403)	$	1,696	$	(28,834)	$	(7,851)
Interest expense attributable to convertible notes (2)		—		—		—		—		—		—		—		—
Net earnings (loss) plus interest expense attributable to convertible notes	$	1,696	$	1,600	$	(7,851)	$	(85,960)
Net (loss) earnings plus interest expense attributable to convertible notes									$	(13,403)	$	1,696	$	(28,834)	$	(7,851)

Denominator for basic earnings (loss) per share (3):
Denominator for basic (loss) earnings per share (3):
Basic weighted average common shares outstanding during the period		21,344		21,255		21,327		21,249		21,523		21,344		21,483		21,327

Denominator for diluted earnings (loss) per share (3):
Denominator for diluted (loss) earnings per share (3):
Basic weighted average common shares outstanding during the period		21,344		21,255		21,327		21,249		21,523		21,344		21,483		21,327
Net effect of dilutive convertible notes and warrants (2)		—		—		—		—		—		—		—		—
Net effect of dilutive stock options, DSU’s, RSA's and RSU's (2)		1		1		—		—		—		1		—		—
Diluted weighted average common shares		21,345		21,256		21,327		21,249		21,523		21,345		21,483		21,327
Net earnings (loss) per common share:
Net (loss) earnings per common share:
Basic	$	0.08	$	0.08	$	(0.37)	$	(4.05)	$	(0.62)	$	0.08	$	(1.34)	$	(0.37)
Diluted	$	0.08	$	0.08	$	(0.37)	$	(4.05)	$	(0.62)	$	0.08	$	(1.34)	$	(0.37)

(1)

Cumulative non-declared dividends in arrears are included beginning July 15, 2021, which was the date the Maryland Court of Appeals affirmed the decision in granting summary judgment in favor of the plaintiffs on the Series B Preferred B voting ~~rights.~~rights (see Note 12. – Equity and Share Based Payments).

(2)	Adjustments to diluted ~~loss~~(loss) earnings per share for the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021, were excluded from the calculation, as they were anti-dilutive.

(3)	Number of shares presented in thousands.

At September 30, ~~2021~~2022 and ~~2020,~~2021, there were ~~1.0 million~~794 thousand and 1.0 million shares, respectively, of stock options, ~~RSU’s~~RSUs and ~~DSU’s~~DSUs outstanding in the aggregate. For the three and nine months ended September 30, 2022, there were 698 thousand shares attributable to the Notes that were anti-dilutive. For the three and nine months ended September 30, 2021, there were 930 thousand shares attributable to the Notes that were anti-dilutive. ~~For the three and nine months ended September 30, 2020, there were 1.2 million shares attributable to the Notes that were anti-dilutive.~~ Additionally, for the three and nine months ended September 30, 2022 and 2021, there were 213 thousand warrants that were anti-dilutive.

In addition to the potential dilutive effects of stock options, ~~RSA’s, RSU’s, DSU’s,~~RSAs, RSUs, DSUs, warrants and Notes listed above, ~~see~~the Company also has cumulative undeclared dividends in arrears, as more fully described in Note 12.—Equity and Share Based Payments, Redeemable Preferred Stock~~, for a description of cumulative undeclared dividends in arrears.~~

. Common and preferred dividends are included in the reconciliation of earnings per share beginning July 15, 2021, which was the date the Maryland Court of Appeals affirmed the decision in granting summary judgment in favor of the plaintiffs on the Series B Preferred B voting rights. On October 20, 2022, the

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Company received the requisite stockholder consents on the Series B Preferred and Series C Preferred exchange offers, exchanging all outstanding Series B Preferred and Series C Preferred stock, liquidation preference and cumulative dividends in arrears for common stock, warrants and new Preferred D stock. Cumulative preferred dividends, whether or not declared, are reflected in basic and diluted earnings per share in accordance with ASC 260-10-45-11, despite not being accrued for on the consolidated balance sheets.

~~Table~~ For further description of ~~Contents~~the exchange offers, see Note 12. —Equity and Share Based Payments, Redeemable Preferred Stock.

Note 10.—Segment Reporting

The Company has 3three primary reporting segments which include mortgage lending, real estate services and long-term mortgage portfolio. Unallocated corporate and other administrative costs, including the costs associated with being a public company, are presented in Corporate and other.


Statement of Operations Items for the	Mortgage		Real Estate		Long-term		Corporate				Mortgage		Real Estate		Long-term		Corporate
Three Months Ended September 30, 2021:	Lending		Services		Portfolio		and other		Consolidated
Gain on sale of loans, net	$	19,608	$	—	$	—	$	—	$	19,608
Servicing expenses, net		(124)		—		—		—		(124)
Three Months Ended September 30, 2022:											Lending		Services		Portfolio		and other		Consolidated
Loss on sale of loans, net											$	(682)	$	—	$	—	$	—	$	(682)
Servicing income, net												32		—		—		—		32
Gain on mortgage servicing rights, net		101		—		—		—		101		196		—		—		—		196
Real estate services fees, net		—		244		—		—		244		—		290		—		—		290
Other revenue (expense)		—		—		24		(35)		(11)		3		—		29		(29)		3
Other operating expense		(15,082)		(359)		(242)		(4,114)		(19,797)		(6,214)		(339)		(69)		(4,454)		(11,076)
Other income (expense)		46		—		2,506		(466)		2,086		312		—		(1,677)		(404)		(1,769)
Net earnings (loss) before income tax expense	$	4,549	$	(115)	$	2,288	$	(4,615)		2,107
Net loss before income tax expense											$	(6,353)	$	(49)	$	(1,717)	$	(4,887)		(13,006)
Income tax expense										21										7
Net earnings									$	2,086
Net loss																			$	(13,013)


Statement of Operations Items for the	Mortgage		Real Estate		Long-term		Corporate				Mortgage		Real Estate		Long-term		Corporate
Three Months Ended September 30, 2020:	Lending		Services		Portfolio		and other		Consolidated
Three Months Ended September 30, 2021:											Lending		Services		Portfolio		and other		Consolidated
Gain on sale of loans, net	$	19,261	$	—	$	—	$	—	$	19,261	$	19,608	$	—	$	—	$	—	$	19,608
Servicing expenses, net		(125)		—		—		—		(125)		(124)		—		—		—		(124)
Loss on mortgage servicing rights, net		(133)		—		—		—		(133)
Gain on mortgage servicing rights, net												101		—		—		—		101
Real estate services fees, net		—		332		—		—		332		—		244		—		—		244
Other revenue (expense)		133		—		35		(25)		143		—		—		24		(35)		(11)
Other operating expense		(11,284)		(403)		(137)		(4,294)		(16,118)		(15,082)		(359)		(242)		(4,114)		(19,797)
Other income (expense)		150		—		(1,135)		(771)		(1,756)		46		—		2,506		(466)		2,086
Net earnings (loss) before income tax expense	$	8,002	$	(71)	$	(1,237)	$	(5,090)	$	1,604	$	4,549	$	(115)	$	2,288	$	(4,615)	$	2,107
Income tax expense										4										21
Net earnings									$	1,600									$	2,086


Statement of Operations Items for the	Mortgage		Real Estate		Long-term		Corporate				Mortgage		Real Estate		Long-term		Corporate
Nine Months Ended September 30, 2021:	Lending		Services		Portfolio		and other		Consolidated
Nine Months Ended September 30, 2022:											Lending		Services		Portfolio		and other		Consolidated
Gain on sale of loans, net	$	50,432	$	—	$	—	$	—	$	50,432	$	5,452	$	—	$	—	$	—	$	5,452
Servicing expense, net		(393)		—		—		—		(393)
Servicing income, net												27		—		—		—		27
Gain on mortgage servicing rights, net		102		—		—		—		102		351		—		—		—		351
Real estate services fees, net		—		932		—		—		932		—		732		—		—		732
Other revenue		24		—		92		192		308		7		—		72		883		962
Other operating expense		(46,598)		(1,083)		(498)		(12,532)		(60,711)		(30,093)		(1,056)		(211)		(13,738)		(45,098)
Other (expense) income		(153)		—		3,474		(1,389)		1,932
Net earnings (loss) before income tax expense	$	3,414	$	(151)	$	3,068	$	(13,729)		(7,398)
Other income (expense)												961		—		10,283		(1,288)		9,956
Net (loss) earnings before income tax expense											$	(23,295)	$	(324)	$	10,144	$	(14,143)		(27,618)
Income tax expense										63										46
Net loss									$	(7,461)									$	(27,664)

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Statement of Operations Items for the	Mortgage		Real Estate		Long-term		Corporate				Mortgage		Real Estate		Long-term		Corporate
Nine Months Ended September 30, 2020:	Lending		Services		Portfolio		and other		Consolidated
Loss on sale of loans, net	$	(7,451)	$	—	$	—	$	—	$	(7,451)
Servicing fees, net		3,733		—		—		—		3,733
Loss on mortgage servicing rights, net		(26,885)		—		—		—		(26,885)
Nine Months Ended September 30, 2021:											Lending		Services		Portfolio		and other		Consolidated
Gain on sale of loans, net											$	50,432	$	—	$	—	$	—	$	50,432
Servicing expense, net												(393)		—		—		—		(393)
Gain on mortgage servicing rights, net												102		—		—		—		102
Real estate services fees, net		—		1,018		—		—		1,018		—		932		—		—		932
Other revenue		135		—		107		1,253		1,495		24		—		92		192		308
Other operating expense		(44,591)		(1,120)		(486)		(15,152)		(61,349)		(46,598)		(1,083)		(498)		(12,532)		(60,711)
Other income (expense)		2,537		—		2,822		(1,825)		3,534
Net (loss) earnings before income tax expense	$	(72,522)	$	(102)	$	2,443	$	(15,724)	$	(85,905)
Other (expense) income												(153)		—		3,474		(1,389)		1,932
Net earnings (loss) before income tax expense											$	3,414	$	(151)	$	3,068	$	(13,729)	$	(7,398)
Income tax expense										55										63
Net loss									$	(85,960)									$	(7,461)


	Mortgage		Real Estate		Long-term		Corporate				Mortgage		Real Estate		Long-term		Corporate
Balance Sheet Items as of:	Lending		Services		Portfolio		and other		Consolidated		Lending		Services		Portfolio		and other		Consolidated
Total Assets at September 30, 2021 (1)	$	332,440	$	503	$	1,727,918	$	29,647	$	2,090,508
Total Assets at December 31, 2020 (1)	$	233,841	$	503	$	2,103,399	$	31,563	$	2,369,306
Total Assets at September 30, 2022 (1)											$	68,385	$	502	$	43	$	24,655	$	93,585
Total Assets at December 31, 2021 (1)											$	351,173	$	502	$	1,642,871	$	28,225	$	2,022,771

(1)	All segment asset balances exclude intercompany balances.

Note 11.—Commitments and Contingencies

Legal Proceedings

The Company is a defendant in or a party to a number of legal actions or proceedings that arise in the ordinary course of business. In some of these actions and proceedings, claims for monetary damages are asserted against the Company. In view of the inherent difficulty of predicting the outcome of such legal actions and proceedings, the Company generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss related to each pending matter may be, if any.

In accordance with applicable accounting guidance, the Company establishes an accrued liability for litigation when those matters present loss contingencies that are both probable and estimable. In any case, there may be an exposure to losses in excess of any such amounts whether accrued or not. Any estimated loss is subject to significant judgment and is based upon currently available information, a variety of assumptions, and known and unknown uncertainties. The matters underlying the estimated loss will change from time to time, and actual results may vary significantly from the current estimate. Therefore, an estimate of possible loss represents what the Company believes to be an estimate of possible loss only for certain matters meeting these criteria. It does not represent the Company’s maximum loss exposure.

Based on the Company’s current understanding of these pending legal actions and proceedings, management does not believe that judgments or settlements arising from pending or threatened legal matters, individually or in the aggregate, will have a material adverse effect on the consolidated financial position, operating results or cash flows of the Company. However, in light of the inherent uncertainties involved in these matters, some of which are beyond the Company’s control, and the very large or indeterminate damages sought in some of these matters, an adverse outcome in one or more of these matters could be material to the Company’s results of operations or cash flows for any particular reporting period.

The legal matter updates summarized below are ongoing and may have an effect on the Company’s business and future financial condition and results of operations:

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Timm, et al v. Impac Mortgage Holdings, Inc., et al.

On December 7, 2011, a purported class action was filed in the Circuit Court of Baltimore City (Circuit Court) entitled Timm, et al v. Impac Mortgage Holdings, Inc., et al. ~~alleging~~(Maryland Action) on behalf of holders of the Company’s 9.375% Series B Cumulative Redeemable Preferred Stock ~~(Preferred B)~~(Series B Preferred) and 9.125% Series C Cumulative Redeemable Preferred Stock ~~(Preferred C)~~(Series C Preferred) who did not tender their stock in connection with the Company’s 2009 ~~completion of its~~ Offer to Purchase and Consent

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Solicitation (2009 Offer), including that the Company failed to achieve the ~~required consent~~requisite number of ~~the Preferred B and C holders, the consents~~votes to amend the 2004 Series B Articles Supplementary, that the consents of the holders of Series B Preferred and Series C Preferred stock to amend the 2004 Series B Articles Supplementary and 2004 Series C Articles Supplementary (together, the 2004 Articles Supplementary) were not effective, ~~because they were given on unissued stock (after redemption), the Company tied the tender offer with a consent requirement that constituted an improper “vote buying” scheme,~~ and that the ~~tender offer was~~Company’s Board of Directors breached their fiduciary duties by recommending and approving the 2009 Offer.

The Maryland Action sought a ~~breach~~judicial declaration that the Article Amendments related to the 2009 Offer (the 2009 Article Amendments) were ineffective, reinstatement of ~~a fiduciary duty. The action sought~~cumulative dividends on the Series B Preferred and Series C Preferred, payment of ~~2 quarterly~~additional dividends ~~for~~that would have been required if the 2004 Articles Supplementary had remained in effect after June 29, 2009 (due to the Company’s purchase of certain Preferred ~~B and C holders, the unwinding of the consents and reinstatement of the cumulative dividend on the Preferred B and C stock, and~~Stock before year end 2009), the election of 2two directors by the holders of Series B Preferred B and Series C ~~holders. The action also sought~~Preferred stock, punitive damages and legal expenses. ~~On July 16, 2018,~~

In 2013, the Company and the individual defendants in the Maryland Action prevailed on a motion to dismiss all claims, except the claim that the Company had failed to receive the requisite number of votes to amend the 2004 Series B Articles Supplementary and related remedies. All claims made on behalf of the holders of Series C Preferred and all claims against individual defendants were dismissed. The case proceeded to discovery and cross-motions for summary judgment on the remaining primary dispute as to whether the 2004 Series B Articles Supplementary required the approval of the holders of two-thirds (2/3rds) of the Series B Preferred, voting as a separate class, in order to make the 2009 Article Amendments to the 2004 Series B Articles Supplementary, which was the plaintiff’s position, or required the approval of the holders of two-thirds (2/3rds) of the Series C Preferred and Series C Preferred, voting together as a single class, which was the Company’s position.

The Circuit Court entered a Judgment Order ~~(“Judgment Order”)~~(Judgment Order) on July 16, 2018 (amended on July 24, 2018), whereby it ~~(1) declared and~~ entered ~~judgment~~a partial final judgment: (1) in favor of the Company and all other defendants on all claims ~~related to~~on behalf of the ~~Preferred~~holders of Series C ~~holders~~Preferred and all claims against all individual defendants, thereby affirming the validity of the 2009 ~~amendments~~Article Amendments to the ~~Preferred~~2004 Series C Articles Supplementary; (2) ~~declared~~declaring its interpretation of the voting provision language in the ~~Preferred~~2004 Series B Articles Supplementary to mean that consent of the holders of two-thirds (2/3rds) of the Series B Preferred, ~~B stockholders~~voting as a separate class, was required to approve and amend the 2009 ~~amendments~~Article Amendments to the ~~Preferred~~2004 Series B Articles Supplementary, which ~~consent~~ was not obtained, thus rendering the amendments invalid and leaving the 2004 ~~Preferred~~Series B Articles Supplementary continuously in effect; (3) ~~ordered~~ordering the Company to hold a special election within sixty (60) days for the ~~Preferred~~holders of Series B ~~stockholders~~Preferred to elect 2two directors to the Board of Directors pursuant to the 2004 ~~Preferred~~Series B Articles Supplementary ~~(which Directors will~~(who would remain on the ~~Company’s~~ Board ~~of Directors~~ until ~~such time as~~ all accumulated dividends on the Series B Preferred Bstock have been paid or set aside for payment); and (4) ~~declared~~declaring that the Company is required to pay 3three quarters of dividends on the ~~Preferred~~Series B ~~stock~~Preferred under the 2004 ~~Preferred~~Series B Articles Supplementary (approximately $1.2 ~~million,~~million), but did not order the Company to make any payment at that ~~time).~~time (the 2009 Dividend Amount), however the amount was accrued by the Company. The Circuit Court declined to certify any class pending the outcome of appeals and certified its partial Judgment Order for immediate appeal. ~~On October 2, 2019,~~

The Company appealed from the Judgment Order and one co-Plaintiff cross-appealed to the Court of Special Appeals ~~held oral~~(CSA). After briefing and argument, ~~for all appeals in~~ the ~~matter. On~~CSA issued an opinion on April 1, 2020, ~~the Court of Special Appeals issued an opinion~~ affirming the Circuit Court’s judgments. Specifically, the CSA affirmed judgment in favor of the Company and other defendants on all claims involving Series C Preferred and affirmed judgment in favor of plaintiffs on the Series B Preferred voting rights interpretation, finding that the voting rights ~~provision was not ambiguous. In response,~~language in the 2004 Series B Articles Supplementary required consent of the holders of two-thirds (2/3rds) of the Series B Preferred, voting as a separate class, to amend the 2004 Series B Articles Supplementary in 2009.

The Company filed a petition for a writ of certiorari to the Maryland Court of Appeals ~~appealing~~(Court of Appeals) seeking review of the voting rights decision, which was granted. Neither of the two co-Plaintiffs sought further review. The Court of Appeals issued its decision on July 15, 2021, affirming the decisions of the Circuit Court and the Court of Special ~~Appeals opinion, which was granted on July 13, 2020. All parties submitted their briefs and oral argument was held on December 4, 2020. On July 15, 2021, the Maryland Court~~

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Appeals ~~affirmed the decision of the Circuit Court (and the Court of Special Appeals) in~~ granting summary judgment in favor of the plaintiffs on the Series B Preferred B voting rights and, although the Court of Appeals found the voting rights provision to be ambiguous, it concluded that the extrinsic evidence presented to the Circuit Court, which it found to be undisputed, supported the plaintiffs’ interpretation that the voting rights provision required separate voting by the Preferred B stockholders to amend the Preferred B Articles Supplementary.language interpretation. Accordingly, the 2009 ~~amendments~~Article Amendments to the ~~Preferred~~2004 Series B Articles Supplementary were not validly adopted and the 2004 ~~Preferred~~Series B Articles Supplementary ~~remain~~remained in effect.

On August 17, 2021, the Court of Appeals issued its mandate returning the case to the Circuit Court for final proceedings. Thereafter, and in consideration of the Circuit Court’s outstanding Order, co-Plaintiff Camac Fund LP called upon the Company to hold a special meeting of the Preferred B stockholders for the election of two directors (“Special Meeting”) under the 2004 Preferred B Articles Supplementary. The Special Meeting was convenedproceedings on ~~October 13, 2021 and adjourned by a vote of all shares present to November 23, 2021 at 9:00 a.m. Pacific due to lack of a quorum sufficient for election of directors.~~certain open issues, discussed below. On October 25, 2021, the case was assigned to a judge of the Circuit Court to oversee final disposition of outstanding issues.

On ~~April 20, 2017,~~remand, the Circuit Court directed the parties to submit briefs on any outstanding issues. The two co-Plaintiffs filed motions taking differing positions regarding certification of a ~~purported~~Series B Preferred (the Class), appointment of a Class representative and Class counsel, notice to the Class regarding payment of the 2009 Dividend Amount and any award of attorney’s fees to Plaintiffs’ counsel from future dividends. After a hearing on February 18, 2022, the Circuit Court took all such matters under submission.

On July 22, 2022, the Circuit Court issued an Order Certifying Class and Providing for Class Notice and Final Hearing, accompanied by a Memorandum Opinion explaining the Circuit Court’s rulings on the matters under submission. The Circuit Court denied plaintiff Curtis Timm’s Motion for Class Certification and Other Relief and granted plaintiff Camac Fund LP’s Motion to Certify Class, Appoint Class Representative and Lead Counsel, Preliminarily Determine Right to Receive Dividends, and Set Final Judgment Hearing. The Circuit Court certified a non-opt out class ~~action was filed~~of owners of Series B Preferred stock from the close of the tender offer on June 29, 2009 to the date of the class certification order, appointed plaintiff Camac Fund as Lead Class Plaintiff and its counsel, Tydings & Rosenberg LLP, as Lead Class Counsel, ordered the co-plaintiffs to file any petitions for award of attorneys’ fees and expenses or other form of monetary award no later than August 12, 2022, and directed Impac to provide shareholder information to the parties’ class notice administrator by August 12, 2022.

In addition, the Circuit Court made a preliminary determination that the 2009 Dividend Amount should be paid to current Series B Preferred stockholders, as of a record date to be established. The Circuit Court stated that it anticipated entering final injunctive relief, prior to a final class hearing date, directing the Company to declare a record date for payment to then current Series B Preferred stockholders of the dividends previously determined to be due for three quarters in 2009 and to deposit such funds in escrow until after the proper recipients of the funds are determined following the final hearing.

The Circuit Court held a further conference on July 27, 2022, during which the parties discussed proposed revisions to the Class definition to include all Series B Preferred stockholders through the date of finality of final orders to be issued in the ~~United States District~~case, the method for the establishing a record date for the Company’s satisfaction of its obligations to distribute the adjudicated amount of the 2009 Dividend Amount, the final hearing date and other matters. On August 8, 2022, the Circuit Court ~~Central District~~issued an Amended Class Certification Order, which amends the definition of ~~California, entitled Nguyen v.~~the class to include all Series B Preferred stockholders through the date of finality of final orders to be issued in the case, directs the Company to establish a record date of August 15, 2022 for distribution of the 2009 Dividend Amount in the amount of $1.2 million, and to pay that amount into the registry of the Circuit Court no later than August 19, 2022, to be held pending final resolution of all issues and final determination by the Court of the appropriate distribution of those funds. The Company deposited the funds on August 18, 2022. The Amended Class Certification Order states that the Company shall have no further right or obligation with respect to the funds deposited in the registry, except as necessary to effectual the final determination of the Court. The Company can take no action with respect to the 2009 Dividend Amount until the Circuit Court makes further orders.

On August 12, 2022, Class Representative Camac and Lead Class Counsel filed an application for an award of attorney’s fees, expenses and an incentive award, and plaintiff Timm filed an application for an award of incentive award and expenses, in each case to be paid from benefits that members of the Series B Preferred class receive as a result of the Maryland Action, including but not limited to a portion of the 2009 Dividend Amount on deposit in the registry of the Circuit Court, and future dividends or, if the Exchange Offer (as described elsewhere in this document) closes, cash or stock to be received by Series B Preferred stockholders pursuant to the Exchange Offer and subsequent redemption. On August 25, 2022, the Circuit Court issued a further Order directing Impac to segregate cash funds and/or stock that otherwise would be paid to the Series B Preferred stockholders in the Exchange Offer and subsequent redemption within five (5) business days after closing of the Exchange Offer, either by depositing cash to Court’s registry or by transferring stock to the custody of a third party custodian or escrow holder, as the case may be. The August 25, 2022 Order provides

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that upon such deposit or transfer, the Company shall have no further right or obligation with respect to the disposition of such cash or stock, except to pay the costs associated with such deposit or escrow and subsequent distributions as may be ordered by the Court in its final determination following the December 5, 2022 final class hearing in the Maryland Action. The Exchange Offer was approved and closed with respect to tendered shares on October 26, 2022, and the Company deposited the required stock with a third party pursuant to the August 25, 2022 Order.

On August 29, 2022, the Circuit Court issued an order approving the form and substance of the notice by which the Company and the class notice administrator are required to give notice to the Series B class of the final hearing date of December 5, 2022, and the opportunity to file objections to the proposed final injunctive relief and to the applications for awards of attorney’s fees, expenses and incentives. On dates between September 7 through September 19, the Company and the notice administrator provided the notice required by the August 29, 2022 order.

McNair v Impac Mortgage Corp. dba CashCall Mortgage et al. The plaintiffs contend the defendants did not pay purported class members overtime compensation or provide meal and rest breaks, as required by law. The action seeks to invalidate any waiver signed by a purported class member of their right to bring a class action and seeks damages, restitution, penalties, attorney’s fees, interest, and an injunction against unfair, deceptive, and unlawful activities. On August 23, 2018, the court (1) granted the defendants motion to compel arbitration as to all claims, except for the plaintiffs’ claims under California’s Labor Code Private Attorneys General Act (PAGA); (2) ordered the plaintiffs to submit their claims (other than PAGA claims) to arbitration on an individual, non-class, non-collective, and non-representative basis; (3) dismissed all class and collective claims with prejudice to the plaintiffs and without prejudice to putative class members; and (4) stayed all claims that were compelled to arbitration, as well as the PAGA claims. Plaintiffs Jason Nguyen and Tam Nguyen each submitted their respective demands for individual arbitration to the American Arbitration Association. The Company settled all individual claims brought by Jason Nguyen and Tam Nguyen and each of their arbitration claims were dismissed with prejudice on September 1, 2021.

On September 18, 2018, a purported class action was filed in the Superior Court of California, Orange County, entitled McNair v. Impac Mortgage Corp. dba CashCall Mortgage. The plaintiff contends the defendant did not pay the plaintiff and purported class members overtime compensation, provide required meal and rest breaks, or provide accurate wage statements. The action seeks damages, restitution, penalties, interest, attorney’s fees, and all other appropriate

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injunctive, declaratory, and equitable relief. On March 8, 2019, a First Amended Complaint was filed, which added a claim alleging PAGA violations. On March 12, 2019, the parties filed a stipulation with the court stating (1) the plaintiff’s individual claims should be arbitrated pursuant to the parties’ arbitration agreement, (2) the class claims should be struck from the First Amended Complaint, and (3) the plaintiff will proceed solely with regard to her PAGA claims. This case was consolidated with the Batres v. Impac Mortgage Corp. dba CashCall Mortgage case discussed below with a rescheduled trial date of January 18, 2022. On October 28, 2021, the Company entered into a settlement agreement, which ~~is subject to~~was amended and restated on February 17, 2022. On March 14, 2022, the court ~~review and~~issued an order granting preliminary approval ~~to resolve all claims brought by Plaintiff McNair and~~of the settlement. On October 4, 2022, the court issued an order, subsequently revised on October 19, 2022, granting final approval of the class ~~members. No assurances can be given that such~~action settlement ~~will be approved by~~and entering judgment, which was previously accrued for in the ~~court.~~ third quarter of 2021.

Batres v. Impac Mortgage Corp.

On December 27, 2018, a purported class action was filed in the Superior Court of California, Orange County, entitled Batres v. Impac Mortgage Corp. dba CashCall Mortgage. The plaintiff contends the defendant did not pay the plaintiff and purported class members overtime compensation, provide required meal and rest breaks, or provide accurate wage statements. The action seeks damages, restitution, penalties, interest, attorney’s fees, and all other appropriate injunctive, declaratory, and equitable relief. On March 14, 2019, the plaintiff filed an amended complaint alleging only PAGA violations and seeking penalties, attorneys’ fees, and such other appropriate relief. This case was consolidated with the McNair v. Impac Mortgage Corp. dba CashCall Mortgage discussed above with a rescheduled trial date of January 18, 2022. On October 28, 2021, the Company entered into a settlement agreement, which ~~is subject to~~was amended and restated on February 17, 2022. On March 14, 2022, the court ~~review and~~issued an order granting preliminary approval ~~to resolve all claims brought by Plaintiff McNair and~~of the settlement. On October 4, 2022, the court issued an order, subsequently revised on October 19, 2022, granting final approval of the class ~~members. No assurances can be given that such~~action settlement ~~will be approved by~~and entering judgment, which was previously accrued for in the ~~court.~~ third quarter of 2021.

UBS Americas Inc., et al. v. Impac Funding Corporation et al.

On ~~July 3, 2019,~~December 17, 2021, a ~~representative action~~summons with notice was filed in the ~~Superior~~Supreme Court of ~~California, Orange~~the State of New York, County of New York (NY Court), initiating a lawsuit entitled ~~Law~~UBS Americas Inc., et al. v. Impac Funding Corporation et al. The plaintiffs contend that the defendants are required to indemnify payments that plaintiffs made to resolve claims asserted by the Federal Home Loan Bank of San Francisco and HSH Nordbank AG related to certain residential mortgage-backed securities (RMBS). Plaintiffs contend that the RMBS included loans that the defendants allegedly sold to certain UBS entities in breach of contractual representations and warranties. Plaintiffs further contend that they settled the cases for which plaintiffs are demanding indemnification in December 2015 and March 2016. On April 18, 2022, the Company accepted service of the summons with notice on behalf of Impac Funding Corp. and Impac Mortgage Holdings, Inc. On June 2, 2022, a complaint was filed with the NY Court related to the summons with notice, however Impac Mortgage Holdings, Inc. was no longer listed as a defendant in the matter. On July 25, 2022, Impac Funding Corporation filed a

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motion to dismiss the complaint. The Company believes the claims are without merit and intends to defend itself vigorously.

CrossCountry Mortgage, LLC v Impac Mortgage Holdings, Inc. and Impac Mortgage Corp.

On August 4, 2022, a complaint was filed in the United States District Court for the Northern District of Ohio – Eastern Division by CrossCountry Mortgage, LLC (Plaintiff) against the Company and its wholly-owned subsidiary Impac Mortgage Corp. dba CashCall Mortgage (IMC). The Plaintiff alleges infringement of Plaintiff’s federally-registered trademark, unfair competition and false designation of origin and for substantial and related claims of deceptive trade practice under ~~PAGA. The plaintiff contends~~ the ~~defendant did not pay its employees overtime compensation, provide required meal~~statutory and ~~rest breaks, or provide accurate wage statements as required by law. The action seeks penalties, attorneys’ fees,~~common laws of the State of Ohio. Plaintiff is seeking injunctive and ~~such other appropriate~~monetary relief. The ~~Law action was deemed related to~~Company and IMC were served with the ~~McNair action~~complaint on August ~~19, 2019. On January 13, 2020,~~8, 2022, and filed an answer on September 29, 2022. The Company and IMC believe the ~~Law action was stayed pending resolution of~~claims are without merit and the ~~above-referenced McNair action.~~Company intends to defend itself vigorously.

The Company is a party to other litigation and claims which are in the course of the Company’s operations. While the results of such other litigation and claims cannot be predicted with certainty, ~~we believe~~the Company believes the final outcome of such matters will not have a material adverse effect on ~~our~~the Company’s financial condition or results of operations. The Company believes that it has meritorious defenses to the claims and intends to defend these claims vigorously and as such the Company believes the final outcome of such matters will not have a material adverse effect on its financial condition or results of operations. Nevertheless, litigation is uncertain and the Company may not prevail in the lawsuits and can express no opinion as to their ultimate resolution. An adverse judgment in any of these matters could have a material adverse effect on the Company’s financial position and results of operations.

Please refer to IMH’s report on Form 10-K for the year ended December 31, ~~2020~~2021 for additional information regarding litigation and claims.

Repurchase Reserve

When the Company sells mortgage loans, it makes customary representations and warranties to the purchasers about various characteristics of each loan such as the origination and underwriting guidelines, including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local law. The Company’s whole loan sale agreements generally require it to repurchase loans if the Company breached a representation or warranty given to the loan purchaser as well as refunds of premiums to investors for early payoffs on loans sold.

The following table summarizes the repurchase reserve activity, within other liabilities on the consolidated balance sheets, related to previously sold loans as of and for the nine months ended September 30, 2022 and year ended December 31, 2021:


	September 30,		December 31,
	2022		2021
Beginning balance	$	4,744	$	7,054
Provision for repurchases (1)		2,963		111
Settlements		(1,517)		(2,421)
Total repurchase reserve	$	6,190	$	4,744

(1)

The provision for repurchases is included in (loss) gain on sale of loans, net in the accompanying consolidated statements of operations and comprehensive (loss) earnings.

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The following table summarizes the repurchase reserve activity, within other liabilities on the consolidated balance sheets, related to previously sold loans for the nine months ended September 30, 2021 and year ended December 31, 2020:

September 30,

December 31,

2021

2020
Beginning balance

$
7,054

$
8,969
(Reversal of) provision for repurchases (1)

(287)

5,227
Settlements

(1,903)

(7,142)
Total repurchase reserve

$
4,864

$
7,054

~~(1)~~

~~The (reversal of) provision for repurchases is included in gain (loss) on sale of loans, net in the accompanying consolidated statements of operations and comprehensive earnings (loss).~~

Corporate-owned Life Insurance Trusts

During the first quarter of 2020, there was a triggering event that caused the Company to reevaluate the consolidation of certain corporate-owned life insurance trusts. As a result, the Company has consolidated life insurance trusts for 3three former executive officers. The corporate-owned life insurance contracts are recorded at cash surrender value, which is provided by a third party and held within trusts. At September 30, ~~2021,~~2022, the cash surrender value of the policies was ~~$10.8~~$11.6 million and were recorded within other assets on the consolidated balance sheets. At September 30, ~~2021,~~2022, the liability associated with the corporate-owned life insurance trusts was ~~$12.9 million.~~$13.4 million and is recorded in other liabilities on the consolidated balance sheets.


	At September 30, 2021								At September 30, 2022
Corporate-owned life insurance trusts:	Trust #1		Trust #2		Trust #3		Total		Trust #1		Trust #2		Trust #3		Total
Corporate-owned life insurance cash surrender value	$	4,993	$	3,840	$	2,003	$	10,836	$	5,330	$	4,134	$	2,184	$	11,648
Corporate-owned life insurance liability		5,961		4,673		2,276		12,910		6,189		4,852		2,364		13,405
Corporate-owned life insurance shortfall (1)	$	(968)	$	(833)	$	(273)	$	(2,074)	$	(859)	$	(718)	$	(180)	$	(1,757)

(1)

The initial $1.3 million of shortfall was recorded as a change in retained deficit at the time of the consolidation of the ~~trusts.~~trusts in 2020. The additional shortfall was recognized in the accompanying consolidated statements of operations and comprehensive ~~earnings~~ (loss). earnings.

Commitments to Extend Credit

The Company enters into IRLCs with prospective borrowers whereby the Company commits to lend a certain loan amount under specific terms and interest rates to the borrower. These loan commitments are treated as derivatives and are carried at fair value. See Note 7. — Fair Value of Financial Instruments for more information.

Note 12.—Equity and Share Based Payments

Redeemable Preferred Stock

As discussed within Note 11.—Commitments and Contingencies, on July 15, 2021, the Maryland Court of Appeals ~~affirmed~~issued its decision affirming the ~~decision~~decisions of the Maryland Circuit Court ~~(and~~(the Circuit Court) and the Court of Special ~~Appeals) in~~Appeals granting summary judgment in favor of the plaintiffs on the Series B Preferred B voting rights and, although the Court of Appeals found the voting rights provision to be ambiguous, it concluded that the extrinsic evidence presented to the Circuit Court, which it found to be undisputed, supported the plaintiffs’ interpretation that the voting rights provision required separate voting by the Preferred B stockholders to amend the Preferred B Articles Supplementary.language interpretation. Accordingly, the 2009 ~~amendments~~Article Amendments to the ~~Preferred~~2004 Series B Articles Supplementary were not validly adopted and the 2004 ~~Preferred~~Series B Articles Supplementary ~~remain~~remained in effect.

As a result, as of September 30, ~~2021,~~2022, the Company ~~had $70.5 million in outstanding liquidation preference of Series B and Series C Preferred Stock, inclusive of~~has cumulative undeclared dividends in ~~arrears.~~arrears of approximately $20.3 million, or approximately $30.47 per outstanding share of Series B Preferred, thereby increasing the liquidation value to approximately $55.47 per share. Additionally, every quarter the cumulative undeclared dividends in arrears will increase by $0.5859 per Series B Preferred share, or approximately $390 thousand. The ~~holders~~accrued and unpaid dividends on the Series B Preferred are payable only upon declaration by the Board of ~~each series~~Directors, and the liquidation preference, inclusive of Series B Preferred cumulative undeclared dividends in arrears, is only payable upon voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs. In addition, the Company is required to pay an amount equal to three quarters of dividends on the Series B Preferred stock under the 2004 Series B Preferred Articles Supplementary (approximately $1.2 million, which had been previously accrued for (such amount, the 2009 Dividend Amount) to Series B Preferred shareholders as of August 15, 2022, into the registry of the Circuit Court no later than August 19, 2022, to be held pending final resolution of all issues and final determination by the Circuit Court of the appropriate distribution of those funds. The Company deposited the 2009 Dividend Amount on August 18, 2022.

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At September 30, 2022, the Company had $72.0 million in outstanding liquidation preference of series B Preferred and Series C Preferred stock (including cumulative unpaid dividends in the case of the Series B Preferred stock). The holders of each series of Preferred Stock, which carry limited voting rights and are ~~non-voting and~~ redeemable at the option of the Company, retain the right to a $25.00 per share liquidation preference ~~plus accrued and~~(plus cumulative unpaid ~~dividend,~~dividends in the case of the Series B Preferred stock) in the event of a liquidation of the Company and the right to receive dividends on the Preferred Stock if any such dividends are ~~declared.~~

~~As a result,~~declared (and, in the case of the Series B Preferred stock, before any dividends or other distributions are made to holders of junior stock, including the Company’s common stock). However as ~~of September 30, 2021, the Company has cumulative undeclared dividends in arrears of approximately $18.7 million, or approximately $28.13 per outstanding share~~further discussed below, holders of Preferred B ~~thereby increasing~~stock and Preferred C stock in connection with the Exchange Offers and the Redemption will only receive the applicable consideration payable therein and are not entitled to any other payment with respect to the liquidation ~~value to approximately $53.13 per share. Additionally, every quarter~~preference of, or any accrued and unpaid dividends on, any shares of Preferred Stock, other than the ~~cumulative undeclared dividends in arrears will increase by $0.5859 per Preferred B share, or approximately $390 thousand. The liquidation preference, inclusive~~rights of holders of Preferred B ~~cumulative undeclared dividends in arrears, is only payable~~stock to receive the 2009 Dividend Amount, based upon ~~declaration~~final determinations as to entitlement to such amounts by the ~~Board of Directors, settlement, voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs. In addition, once the~~ Circuit Court determines basis for an appropriate record date, the Company will be required to pay the 3 quarters of dividends on the Preferred B stock under the 2004 Preferred B Articles Supplementary (approximately $1.2 million, which had been previously accrued for.) Co-Plaintiff Camac Fund LP called for a special meeting of the Preferred B stockholders for the election of 2 additional directors, which was convened on October 13, 2021, and adjourned by a vote of all shares present to November 23, 2021 at 9:00 a.m. Pacific due to lack of a quorum sufficient for election of directors. Court.

Common and preferred dividends are included in the reconciliation of earnings per share beginning July 15, 2021, which was the date the Maryland Court of Appeals affirmed the decision in granting summary judgment in favor of the plaintiffs on the Series B Preferred B voting rights. Cumulative preferred dividends, whether or not declared, are reflected in basic and diluted earnings per share in accordance with ACFASB ASC 260-10-45-11, despite not being accrued for on the consolidated balance sheets.

On September 14, 2022, the Company commenced exchange offers (the Exchange Offers) and a consent solicitation for its outstanding shares of Series B Preferred stock and Series C Preferred stock. On October 20, 2022 (the Expiration Date), the exchange offers and consent solicitation expired with approximately 69% of the Series B Preferred stock and approximately 67% of the Series C Preferred stock tendering their shares and voting in favor of certain amendments to the Company’s charter as discussed in further detail below. Holders of series B Preferred are entitled to receive (the Series B Consideration), for each share of Series B Preferred tendered, (i) 13.33 shares of newly issued common stock and (ii) thirty (30) shares of newly issued 8.25% Series D Cumulative Redeemable Preferred Stock (Preferred D stock). Holders of Series C Preferred are entitled to receive (the Series C Consideration), for each share of Preferred C tendered, (i) 1.25 shares of newly issued common stock, (ii) 1.5 warrants to purchase an equal number of shares of common stock at an exercise price of $5.00 per share and (iii) one (1) share of Preferred D stock. In connection with the closing of the Exchange Offers, the Company issued on October 26, 2022, a total of 7,330,319 shares of newly issued common stock, 14,773,811 shares of Preferred D stock and 1,425,695 warrants to purchase an equal number of shares of common stock.

Concurrently with the Exchange Offers, the Company received the requisite consent from the requisite holders of each of its outstanding Series B Preferred stock and its outstanding Series C Preferred stock to amend its charter to (i) make all shares of Series B Preferred stock that remain outstanding after the closing of the Exchange Offers redeemable for the same consideration as the Series B Consideration and (ii) make all shares of Series C Preferred stock that remain outstanding after the closing of the Exchange Offers redeemable for the same consideration as the Series C Consideration. On October 27, 2022, the Company provided notice to holders of Series B Preferred stock and Series C Preferred stock that such shares will be redeemed (the Redemption) on November 15, 2022 after which holders of Series B Preferred stock and Series C Preferred stock will only be entitled to receive the Series B Consideration and the Series C Consideration, as the case may be. In connection with the Redemption, the Company anticipates issuing approximately 3,298,439 shares of newly issued common stock, 6,599,035 shares of Preferred D stock and 681,923 warrants to purchase an equal number of shares of common stock.

All holders of Series B Preferred stock and Series C Preferred stock in connection with the Exchange Offers and the Redemption will only receive the applicable consideration payable therein and are not entitled to any other payment with respect to the liquidation preference of, or any accrued and unpaid dividends on, any shares of Series B or C Preferred Stock (whether or not such dividends have accumulated and whether or not such dividends accrued before or after completion of the Exchange Offers), other than the rights of holders of Series B Preferred stock to receive the 2009 Dividend Amount, based upon final determinations as to entitlement to such amounts by the Circuit Court.

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In addition, on August 25, 2022, the Circuit Court issued an Order to Segregate Funds and/or Stock (Segregation Order), directing the Company, if the Exchange Offer for the Series B Preferred stock is completed prior to December 5, 2022, to deposit 13,311,840 shares of Preferred D stock, plus, in either event, 4,437,280 shares of newly issued common stock (collectively, the Series B Common Fund) in the custody of a third party custodian or escrow agent approved by class counsel. Allocation of this Series B Common Fund will be made by Circuit Court upon final disposition of the certain plaintiff award motions (the Plaintiff Series B Award Motions), which will include disposition of any excess funds not awarded to the plaintiffs and plaintiffs’ counsel. Once deposited, the Company will have no further right or obligation with respect to the Plaintiff Series B Common Fund, except as necessary to carry out the final orders of the Circuit Court. The Plaintiff Series B Award Motions seek awards out of the Series B Consideration in excess of the amount of the Series B Common Fund. If all Plaintiff Series B Award Motions are granted by the Circuit Court in full, after notice to class members in the manner approved by the Circuit Court and opportunity to object before a final hearing, no amounts will remain from the Series B Common Fund for distribution to former holders of Series B Preferred Stock. Holders of Series B Preferred Stock who participate in the Exchange Offer or whose shares are redeemed pursuant to the Special Redemption will only receive any amounts from the Series B Common Fund if and to the extent that the Circuit Court determines to reduce the amounts requested in the Plaintiff Series B Award Motions, and then only if they held shares of Series B Preferred Stock as of the Expiration Date or such other date determined by the Circuit Court. Distribution of the portion, if any, that may remain from the Series B Common Fund after final decision on the Plaintiff Series B Award Motions is subject compliance with all applicable law.

The Preferred D stock (w) ranks senior to the Series B Preferred stock and Series C Preferred stock as to dividends and upon liquidation; (x) is non-participating, and bears a cumulative cash dividend from and including the original issue date at a fixed rate equal to 8.25% per annum (equivalent to a fixed annual amount of $.00825 per share of the Preferred D stock); (y) bears an initial liquidation preference of $0.10 per share and (z) is mandatorily redeemable by the Company for cash at a redemption price of $0.10 per share, plus any accrued and unpaid dividends (whether or not declared) on (A) the 60th day, or such earlier date as the Company may fix, after the date of any public announcement by the Company of annual or quarterly financial statements that indicate that payment of the redemption price would not cause the Company to violate the restrictions on payment of distributions to stockholders under section 2-311 of the Maryland General Corporation Law (the MGCL) unless, before such redemption date, the Company’s Board of Directors determines in good faith that the payment by the Company of the redemption price for the Preferred D stock and for any stock ranking on parity with the Preferred D stock with respect to redemption and which have become redeemable as of the applicable redemption date would cause the Company to violate the Cash Consideration Restrictions, as defined below, or (B) any date the Company fixes not more than sixty (60) days after any determination by the Board of Directors (which the Board, or a committee thereof, is obligated to undertake after the release of annual and quarterly financial statements and upon any capital raise) in good faith that the payment by the Company of the redemption price for the Preferred D stock and any stock ranking on parity with the Preferred D stock with respect to redemption rights that have become redeemable as of such redemption date would not cause the Company to violate the Cash Consideration Restrictions. A violation of the “Cash Consideration Restrictions” will occur if the occurrence of an action would cause (i) the Company to violate the restrictions on payment of distributions to stockholders under section 2-311 of the MGCL, (ii) any material breach of or default under the terms and conditions of any obligation of the Company, including any agreement relating to its indebtedness, or (iii) the Company to violate any restriction or prohibition of any law rule or regulation applicable to the Company or of any order, judgment or decree of any court or administrative agency.

As a result of receiving the requisite stockholder consents on the Exchange Offers on October 20, 2022 and following completion of the redemption, the aggregate cumulative undeclared dividends in arrears of approximately $20.3 million, or approximately $30.47 per outstanding share of Series B Preferred, outstanding at September 30, 2022, will be exchanged and will no longer be considered in the earnings per share calculation. In the event the Company is not able to satisfy the new dividend payment as a result of the aforementioned Cash Consideration Restrictions or does not otherwise declare and pay the 8.25% dividend on the Preferred D Stock, every quarter the cumulative undeclared dividends in arrears will accumulate by approximately $0.0021 per Preferred D share, or approximately $72 thousand, increasing the new Preferred D liquidation preference.

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Share Based Payments

The following table summarizes activity, pricing and other information for the Company’s stock options for the nine months ended September 30, ~~2021:~~2022:


		Weighted-			Weighted-
		Average			Average
	Number of	Exercise		Number of	Exercise
	Shares	Price		Shares	Price
Options outstanding at the beginning of the year	524,357	$	8.58	570,228	$	7.89
Options granted	85,154		3.29	—		—
Options exercised	—		—	—		—
Options forfeited/cancelled	(32,950)		7.86	(20,000)		3.34
Options outstanding at the end of the period	576,561		7.84	550,228		8.06
Options exercisable at the end of the period	408,028	$	9.63	515,540	$	8.38

As of September 30, ~~2021,~~2022, there was approximately ~~$168~~$44 thousand of total unrecognized compensation cost related to stock option compensation arrangements granted under the plan, net of estimated forfeitures. That cost is expected to be recognized over the remaining weighted average period of ~~1.5~~1.4 years.

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The following table summarizes activity, pricing and other information for the Company’s RSU’s for the nine months ended September 30, ~~2021:~~2022:


		Weighted-			Weighted-
		Average			Average
	Number of	Grant Date		Number of	Grant Date
	Shares	Fair Value		Shares	Fair Value
RSU’s outstanding at beginning of the year	267,221	$	5.04
RSU’s granted	245,332		3.29
RSU’s issued	(94,493)		4.78
RSU’s forfeited/cancelled	(20,231)		3.29
RSU’s outstanding at end of the period	397,829	$	4.11
RSUs outstanding at beginning of the year				397,829	$	4.11
RSUs granted				—		—
RSUs issued (converted)				(153,251)		4.32
RSUs forfeited/cancelled				(18,333)		3.85
RSUs outstanding at end of the period				226,245	$	3.99

As of September 30, ~~2021,~~2022, there was approximately ~~$1.2 million~~$466 thousand of total unrecognized compensation cost related to the RSU compensation arrangements granted under the plan. That cost is expected to be recognized over the remaining weighted average period of ~~1.9~~1.1 years.

The following table summarizes activity, pricing and other information for the Company’s DSU’s for the nine months ended September 30, ~~2021:~~2022:


		Weighted-			Weighted-
		Average			Average
	Number of	Grant Date		Number of	Grant Date
	Shares	Fair Value		Shares	Fair Value
DSU’s outstanding at the beginning of the year	54,500	$	6.61
DSU’s granted	—		—
DSU’s issued	—		—
DSU’s forfeited/cancelled	—		—
DSU’s outstanding at the end of the period	54,500	$	6.61
DSUs outstanding at the beginning of the year				54,500	$	6.61
DSUs granted				—		—
DSUs issued (converted)				(15,000)		3.75
DSUs forfeited/cancelled				—		—
DSUs outstanding at the end of the period				39,500	$	7.70

As of September 30, ~~2021,~~2022, there was ~~approximately $15thousand of total~~no unrecognized compensation cost related to the DSU compensation arrangements granted under the plan. ~~That cost is expected to be recognized over the remaining weighted average period of 0.4 years.~~

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Note 13.—Subsequent Events

On October 20, 2022, the Company received the requisite stockholder consents on the Series B Preferred and Series C Preferred exchange offers, exchanging all participating outstanding Series B Preferred stock and Series C Preferred stock, liquidation preference and cumulative dividends in arrears for common stock, warrants and new Preferred D stock. On October 26, 2022, the Company provided notice to the remaining holders of Series B Preferred stock and Series C Preferred stock of the subsequent redemption of such stock on November 15, 2022. For further description of the exchange offers, see Note 12. —Equity and Share Based Payments, Redeemable Preferred Stock.

Subsequent events have been evaluated through the date of this filing.

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(dollars in thousands, except per share data or as otherwise indicated)

Unless the context otherwise requires, the terms “Company,” “we,” “us,” and “our” refer to Impac Mortgage Holdings, Inc. (the Company or IMH), a Maryland corporation incorporated in August 1995, and its direct and indirect wholly-owned operating subsidiaries, Integrated Real Estate Service Corp. (IRES), Impac Mortgage Corp. (IMC), IMH Assets Corp. (IMH Assets), Copperfield Capital Corporation (CCC) and Impac Funding Corporation (IFC).

Forward-Looking Statements

This report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, some of which are based on various assumptions and events that are beyond our control, may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “likely,” “projected,” “should,” “could,” “seem to,” “anticipate,” “plan,” “intend,” “project,” “assume,” or similar terms or variations on those terms or the negative of those terms. The forward-looking statements are based on current management expectations. Actual results may differ materially as a result of several factors, including, but not limited to the following: ongoing impact on the U.S. economy and financial markets due to the outbreak of the novel coronavirus, and any adverse impact or disruption to the Company’s operations; rising interest rates and rates of inflation and the related effects on consumers and credit markets; unemployment rates; successful development, marketing, sale and financing of new and existing financial products, ability to successfully re-engage in lending activities; interest rate levels; inability to successfully reduce prepayment on our mortgage loans; ability to successfully diversify our loan products; decrease in our mortgage servicing portfolio or its market value; ability to increase our market share and geographic footprint in the various residential mortgage businesses; ability to manage and sell MSRs as needed; ability to successfully sell loans to third-party investors; volatility in the mortgage industry; unexpected interest rate fluctuations and margin compression; our ability to manage personnel expenses in relation to mortgage production levels; our ability to successfully use warehousing capacity and satisfy financial covenants; our ability to regain compliance with the listing requirements of the NYSE American for our common stock; increased competition in the mortgage lending industry by larger or more efficient companies; issues and system risks related to our technology including cyber risk and data security risk; ability to successfully create cost and product efficiencies through new technology; more than expected increases in default rates or loss severities and mortgage related losses; ability to obtain additional financing and raise additional capital, through lending and repurchase facilities, debt or equity funding, strategic relationships or otherwise; the terms of any financing, whether debt or equity, that we do obtain and our expected use of proceeds from any financing; increase in loan repurchase requests and ability to adequately settle repurchase obligations; failure to create brand awareness; the outcome, including any settlements, of litigation or regulatory actions pending against us or other legal contingencies; and our compliance with applicable local, state and federal laws and regulations and other general market and economic conditions.

For a discussion of these and other risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the period ended December 31, ~~2020,~~2021, this Quarterly Report on Form 10-Q and other subsequent reports we file under the Securities Exchange Act of 1934. This document speaks only as of its date and we do not undertake, and specifically disclaim any obligation, to release publicly the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements except as required by law.

The Mortgage Industry and Discussion of Relevant Fiscal Periods

The third quarter of 2022 saw trends which began in the fourth quarter of 2021, accelerate with a dramatic rise in forward interest rates and a widening of credit spreads. Due to significant inflationary pressures, the U.S. Federal Reserve raised the federal funds rate by 300 basis points through September 2022, representing the fastest pace of credit tightening since the 1980’s, and is expected to continue to raise interest rates into 2023 as well as reduce the federal government’s overall portfolio of Treasury and mortgage-backed securities. As a result, the Mortgage Bankers Association is forecasting

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mortgage originations to decline 49% in 2022 to $2.26 trillion and declining an additional 9% in 2023 to $2.05 trillion. Refinance volumes are forecasted to decline 74% in 2022 to $0.7 trillion and an additional 24% in 2023 to $0.5 trillion. The sharp decline in originations reflects the intense pressure on mortgage originations due to the dramatic collapse of the mortgage refinance market and the weakening mortgage purchase market, which has suffered from a lack of housing inventory and increasing affordability issues. We expect the housing inventory, affordability and intense competition in the mortgage market to continue to put pressure on originations, gain on sale margins and profitability going forward. We have and expect to continue to reduce business expenses to align with the lower projected originations for the foreseeable future.

The mortgage industry is subject to current events that occur in the financial services industry including changes to regulations and compliance requirements that result in uncertainty surrounding the actions of states, municipalities and government agencies, including the Consumer Financial Protection Bureau (CFPB) and Federal Housing Finance Agency (FHFA). These events can also include changes in economic indicators, interest rates, price competition, geographic shifts, disposable income, housing prices, market liquidity, market anticipation, environmental conditions, such as hurricanes, fires and floods, and customer perception, as well as others. The factors that affect the industry change rapidly and can be unforeseeable making it difficult to predict and manage an operation in the financial services industry.

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Current events can diminish the relevance of “quarter over quarter” and “year-to-date over year-to-date” comparisons of financial information. In such instances, we attempt to present financial information in Management’s Discussion and Analysis of Financial Condition and Results of Operations that is the most relevant to our financial information.

Selected Financial Results


	For the Three Months Ended						For the Nine Months Ended				For the Three Months Ended						For the Nine Months Ended
	September 30,		June 30,		September 30,		September 30,		September 30,		September 30,		June 30,		September 30,		September 30,		September 30,
(in thousands, except per share data)	2021		2021		2020		2021		2020		2022		2022		2021		2022		2021
Revenues:
Gain (loss) on sale of loans, net	$	19,608	$	10,693	$	19,261	$	50,432	$	(7,451)
Servicing (expense) fees, net		(124)		(150)		(125)		(393)		3,733
Gain (loss) on mortgage servicing rights, net		101		(37)		(133)		102		(26,885)
Real estate services fees, net		244		478		332		932		1,018	$	290	$	257	$	244	$	732	$	932
Gain on mortgage servicing rights, net												196		45		101		351		102
Servicing fees (expense), net												32		7		(124)		27		(393)
(Loss) gain on sale of loans, net												(682)		179		19,608		5,452		50,432
Other		(11)		(4)		143		308		1,495		3		7		(11)		962		308
Total revenues, net		19,818		10,980		19,478		51,381		(28,090)
Total (expense) revenues, net												(161)		495		19,818		7,524		51,381
Expenses:
Personnel expense		12,685		11,964		11,186		39,574		39,624		5,701		8,024		12,685		25,646		39,574
General, administrative and other												4,830		5,323		4,927		15,287		15,991
Business promotion		2,185		1,770		104		5,146		3,307		545		1,319		2,185		4,165		5,146
General, administrative and other		4,927		5,882		4,828		15,991		18,418
Total expenses		19,797		19,616		16,118		60,711		61,349		11,076		14,666		19,797		45,098		60,711
Operating earnings (loss):		21		(8,636)		3,360		(9,330)		(89,439)
Other income (expense):
Net interest income		777		558		720		1,996		4,429
Operating (loss) earnings:												(11,237)		(14,171)		21		(37,574)		(9,330)
Other (expense) income:
Net interest (expense) income												(1,334)		(1,260)		777		(2,479)		1,996
Change in fair value of long-term debt		(1,803)		1,417		(1,127)		638		3,701		(435)		1,980		(1,803)		3,187		638
Change in fair value of net trust assets		3,112		(2,141)		(1,349)		(702)		(4,596)		—		—		3,112		9,248		(702)
Total other income (expense)		2,086		(166)		(1,756)		1,932		3,534
Earnings (loss) before income taxes		2,107		(8,802)		1,604		(7,398)		(85,905)
Income tax expense (benefit)		21		62		4		63		55
Net earnings (loss)	$	2,086	$	(8,864)	$	1,600	$	(7,461)	$	(85,960)
Other comprehensive earnings (loss):
Total other (expense) income, net												(1,769)		720		2,086		9,956		1,932
(Loss) earnings before income taxes												(13,006)		(13,451)		2,107		(27,618)		(7,398)
Income tax expense												7		16		21		46		63
Net (loss) earnings											$	(13,013)	$	(13,467)	$	2,086	$	(27,664)	$	(7,461)
Other comprehensive (loss) earnings:
Change in fair value of instrument specific credit risk		631		(538)		362		(1,574)		(525)		3,347		10,037		631		11,115		(1,574)
Total comprehensive earnings (loss)	$	2,717	$	(9,402)	$	1,962	$	(9,035)	$	(86,485)
Total comprehensive (loss) earnings											$	(9,666)	$	(3,430)	$	2,717	$	(16,549)	$	(9,035)

Diluted weighted average common shares		22,275		21,344		21,256		21,327		21,249		21,523		21,509		21,345		21,483		21,327
Diluted earnings (loss) per share	$	0.08	$	(0.42)	$	0.08	$	(0.37)	$	(4.05)
Diluted (loss) earnings per share											$	(0.62)	$	(0.64)	$	0.08	$	(1.34)	$	(0.37)

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Status of Operations

Key Metrics – Third quarter ~~2021~~2022

●

At September 30, ~~2021,~~2022, unrestricted cash was ~~$42.2~~$44.0 million as compared to ~~$54.2~~$29.6 million at December 31, ~~2020.~~2021.

●

For the three months ended September 30, ~~2021,~~2022, total originations were ~~$682.6~~$62.0 million as compared to ~~$611.5~~$128.1 million for the three months ended June 30, ~~2021~~2022 and ~~$418.5~~$682.6 million for the three months ended September 30, ~~2020.~~2021.

●

For the three months ended September 30, ~~2021,~~2022, non-qualified mortgage (NonQM) origination volumes were ~~$186.2~~$49.6 million as compared to ~~$100.6~~$80.2 million for the three months ended June 30, ~~2021~~2022 and ~~none for the three months ended September 30, 2020, as we paused originating NonQM loans in the beginning of April 2020.~~

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●

~~Net earnings of $2.1~~$186.2 million for the three months ended September 30, ~~2021 as compared to net loss of $8.9 million for the three months ended June 30, 2021 and net earnings of $1.6 million for the three months ended September 30, 2020.~~2021.

●

~~Gain~~(Loss) gain on sale of loans, net was $(682) thousand for the three months ended September 30, 2022 as compared to $179 thousand for the three months ended June 30, 2022 and $19.6 million for the three months ended September 30, ~~2021 as compared to $10.7 million for the three months ended June 30, 2021 and $19.3 million for the three months ended September 30, 2020.~~2021.

●

Operating expenses (personnel, business promotion and general, administrative and other) for the three months ended September 30, ~~2021 increased~~2022, decreased to ~~$19.8~~$11.1 million from ~~$19.6~~$14.7 million for the three months ended June 30, ~~2021~~2022, and ~~$16.1~~$19.8 million for the three months ended September 30, ~~2020.~~2021.

●

On October 20, 2022, we received the requisite stockholder consents on the Series B Preferred and Series C Preferred exchange offers, allowing us to exchange all outstanding Series B Preferred stock and Series C Preferred stock participating in the exchange offers and subsequently redeem all remaining outstanding Series B Preferred and Series C Preferred stock, liquidation preference and cumulative dividends in arrears for common stock, warrants and new Preferred D stock. See Liquidity and Capital Resources below, for a description of the exchange offers.

For the three months ended September 30, ~~2021,~~2022, we reported a net ~~earnings~~loss of ~~$2.1~~$13.0 million, or ~~$0.08~~$0.62 per diluted common share, as compared to a net earnings of ~~$1.6~~$2.1 million, or $0.08 per diluted common share, for the three months ended September 30, ~~2020.~~2021. For the three months ended September 30, ~~2021, core~~ ~~earnings before tax (as defined below in~~ ~~Non-GAAP Financial Measures~~) ~~was $810 thousand, or $0.04 per diluted common share, as compared to core earnings before tax of $4.4 million, or $0.21 per diluted common share, for the three months ended September 30, 2020.~~

For the nine months ended September 30, 2021, we reported net loss of $7.5 million, or $0.37 per diluted common share, as compared to net loss of $86.0 million, or $4.05 per diluted common share, for the nine months ended September 30, 2020. For the nine months ended September 30, 2021, core2022, adjusted loss before tax (as defined below in Non-GAAP Financial Measures) was ~~$6.5~~$12.6 million, or ~~$0.31~~$0.59 per diluted common share, as compared to ~~core loss~~an adjusted earnings before tax of ~~$62.0~~$810 thousand, or $0.04 per diluted common share, for the three months ended September 30, 2021.

For the nine months ended September 30, 2022, we reported a net loss of $27.7 million, or ~~$2.92~~$1.34 per diluted common share, as compared to a net loss of $7.5 million, or $0.37 per diluted common share, for the nine months ended September 30, ~~2020.~~2021. For the nine months ended September 30, 2022, adjusted loss before tax (as defined below in Non-GAAP Financial Measures) was $41.0 million, or $1.91 per diluted common share, as compared to an adjusted loss before tax of $6.5 million, or $0.31 per diluted common share, for the nine months ended September 30, 2021.

Net (loss) earnings for the three months ended September 30, ~~2021 increased to $2.1~~2022, was a loss of $13.0 million as compared to ~~$1.6~~earnings of $2.1 million for the three months ended September 30, ~~2020.~~2021. The quarter over quarter increase in net ~~earnings~~loss was primarily ~~the result of $3.1 million~~ ~~in other income~~ due to ~~fair value gains on our~~ ~~net trust assets~~ ~~in the third quarter of 2021,~~ as a ~~result of a~~$20.3 million decrease in ~~residual discount rates~~, partially offset by $1.8 million in fair value losses on our long-term debt due to an increase in fair value as a result of a decrease in the discount rate. The increase in net earnings was also a result of ~~an increase in originations with~~ gain on sale of loans, net, coupled with a $3.9 million decrease in other income, partially offset by an $8.7 million decrease in operating expenses. The sharp and unexpected decline in gain on sale of loans, net reflects the intense pressure on mortgage originations due to the dramatic collapse of the mortgage refinance market and the weakening mortgage purchase market, which has suffered from a lack of housing inventory and significant increase in mortgage interest rates resulting in customer affordability issues. As previously discussed, the increase in interest rates which began in the fourth quarter of 2021, caused a significant increase in credit spreads, which accelerated into the third quarter of 2022, resulting in a substantial over supply of low coupon originations causing a severe decline in margins and diminishing capital market distribution exits for originators reliant upon an aggregation execution model. To mitigate the risks associated with reduced distribution exits and extended settlement timelines, we began to pull back on production, significantly increasing ~~$347 thousand~~the pricing on our loan products as well as completely shifting to ~~$19.6~~best-efforts delivery for non-agency production in the first quarter of 2022. As a result, origination volumes decreased significantly during the

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third quarter of 2022. For the three months ended September 30, 2022, we originated $62.0 million as compared to $682.6 million of loans originated during the same period in 2021. During the three months ended September 30, 2022, margins were (110) bps as compared to 287 bps during the same period in 2021.

Other income decreased $3.9 million to a $1.8 million expense for the three months ended September 30, ~~2021 as compared to a gain of $19.3 million during the same period in 2020.~~

Net earnings for the three months ended September 30, 2021, were negatively impacted by an increase in operating expenses (personnel, business promotion and general, administrative and other) to $19.8 million from $16.1 million for the same period in 2020,2022 as a result of ~~an increase business promotion~~a $3.1 million reduction in trust gains and ~~personnel expense due to an~~a $2.1 million reduction in net interest income both as a result of the sale of the legacy securitization portfolio during the first quarter of 2022 partially offset by a $1.4 million increase in ~~originations~~fair value of our long-term debt. Offsetting the decrease in other income was an $8.7 million decrease in operating expenses during the third quarter of ~~2021 as compared to the third quarter of 2020. Operating expenses were lower during the third quarter of 2020~~2022 due to ~~reduced origination volumes as~~ a ~~result of the previous temporary pause in lending, which resulted in the furlough of certain employees and subsequent~~ reduction in ~~headcount~~variable compensation commensurate with reduced originations as well as a reduction in ~~business promotion expense during 2020.~~ headcount to support reduced volume.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (GAAP), we use the following non-GAAP financial measures: ~~core~~adjusted (loss) earnings ~~(loss)~~ before tax and diluted ~~core~~adjusted (loss) earnings ~~(loss)~~ per common share before tax. ~~Core~~Adjusted (loss) earnings ~~(loss)~~ and diluted ~~core~~adjusted (loss) earnings ~~(loss)~~ per common share are financial measurements calculated by adjusting GAAP ~~earnings (loss)~~net loss before tax to exclude certain non-cash items, such as fair value adjustments and mark-to-market of mortgage servicing rights (MSRs), and legacy non-recurring expenses. ~~The fair~~We believe adjusted (loss) earnings provides useful information to investors regarding our results of operations as it assists both investors and management in analyzing and benchmarking the performance and value ~~adjustments are~~of our core business of mortgage lending over multiple periods. Adjusted (loss) earnings facilitates company-to-company operating performance comparisons by backing out potential non-cash differences caused by variations in hedging strategies and changes in valuations for long-term debt and net trust assets, which may vary for different companies for reasons unrelated to operating performance, as well as certain historical cost (benefit) items which ~~management believes should be excluded when discussing our ongoing and future operations.~~ We use core earnings (loss) as we believe that it more accurately reflects our current business operations of mortgage originations and further aids our investors in understanding and analyzing our coremay vary for different companies for reasons unrelated to operating ~~results and comparing them among periods.~~performance. These non-GAAP financial measures are not intended to be considered in isolation ~~or as~~and should not be a substitute for net (loss) earnings ~~(loss)~~ before income taxes, net (loss) earnings ~~(loss)~~ or diluted (loss) earnings ~~(loss)~~ per common share (EPS) ~~prepared~~or any other operating performance measure calculated in accordance with ~~GAAP.~~GAAP, and may not be comparable to a similarly titled measure reported by other companies. The tables below provide a reconciliation of net (loss) earnings ~~(loss)~~ before tax and diluted (loss) earnings ~~(loss)~~ per common share to non-GAAP ~~core~~adjusted (loss) earnings ~~(loss)~~ before tax and ~~per share~~ non-GAAP diluted ~~core~~adjusted (loss) earnings ~~(loss)~~per common share before tax:

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	For the Three Months Ended						For the Nine Months Ended				For the Three Months Ended						For the Nine Months Ended
	September 30,		June 30,		September 30,		September 30,		September 30,		September 30,		June 30,		September 30,		September 30,		September 30,
(in thousands, except per share data)	2021		2021		2020		2021		2020		2022		2022		2021		2022		2021
Net earnings (loss) before tax:	$	2,107	$	(8,802)	$	1,604	$	(7,398)	$	(85,905)
(Loss) earnings before income taxes:											$	(13,006)	$	(13,451)	$	2,107	$	(27,618)	$	(7,398)

Change in fair value of mortgage servicing rights		(150)		11		115		(190)		22,608		(223)		(89)		(150)		(454)		(190)
Change in fair value of long-term debt		1,803		(1,417)		1,127		(638)		(3,701)		435		(1,980)		1,803		(3,187)		(638)
Change in fair value of net trust assets, including trust REO gains		(3,112)		2,141		1,349		702		4,596
Change in fair value of net trust assets, including trust REO (losses) gains												—		—		(3,112)		(9,248)		702
Legal settlements and professional fees, for legacy matters (1)		—		1,000		—		1,000		—		—		—		—		—		1,000
Legacy corporate-owned life insurance (2)		162		160		251		2		427		177		157		162		(482)		2
Core earnings (loss) before tax	$	810	$	(6,907)	$	4,446	$	(6,522)	$	(61,975)
Adjusted (loss) earnings before tax											$	(12,617)	$	(15,363)	$	810	$	(40,989)	$	(6,522)

Diluted weighted average common shares		22,275		21,344		21,256		21,327		21,249		21,523		21,509		21,345		21,483		21,327
Diluted core earnings (loss) per common share before tax	$	0.04	$	(0.32)	$	0.21	$	(0.31)	$	(2.92)
Diluted adjusted (loss) earnings per common share before tax											$	(0.59)	$	(0.71)	$	0.04	$	(1.91)	$	(0.31)

Diluted earnings (loss) per common share	$	0.08	$	(0.42)	$	0.08	$	(0.37)	$	(4.05)
Diluted (loss) earnings per common share											$	(0.62)	$	(0.64)	$	0.08	$	(1.34)	$	(0.37)
Adjustments:
Cumulative non-declared dividends on preferred stock		0.02		—		—		0.02		—		0.02		0.02		0.02		0.05		0.02
Change in fair value of mortgage servicing rights		(0.01)		—		0.01		(0.01)		1.06		(0.01)		(0.01)		(0.01)		(0.02)		(0.01)
Change in fair value of long-term debt		0.08		(0.07)		0.05		(0.03)		(0.17)		0.01		(0.09)		0.08		(0.15)		(0.03)
Change in fair value of net trust assets, including trust REO gains		(0.14)		0.11		0.06		0.03		0.22
Change in fair value of net trust assets, including trust REO gains (losses)												—		—		(0.14)		(0.43)		0.03
Legal settlements and professional fees, for legacy matters		—		0.05		—		0.05		—		—		—		—		—		0.05
Legacy corporate-owned life insurance		0.01		0.01		0.01		—		0.02		0.01		0.01		0.01		(0.02)		—
Diluted core earnings (loss) per common share before tax	$	0.04	$	(0.32)	$	0.21	$	(0.31)	$	(2.92)
Diluted adjusted (loss) earnings per common share before tax											$	(0.59)	$	(0.71)	$	0.04	$	(1.91)	$	(0.31)

(1)	Included in general, administrative and other expense in the accompanying consolidated statements of operations and comprehensive ~~earnings~~ (loss). earnings.

(2)

Amounts included in other revenues, general, administrative and other expense and net interest income for amounts associated with the cash surrender value of corporate-owned life insurance trusts, premiums associated with the corporate-owned life insurance trusts liabilities, and interest expense on the corporate-owned life insurance trusts, respectively, in the accompanying consolidated statements of operations and comprehensive ~~earnings~~ (loss). earnings.

Originations by Channel:


	For the Three Months Ended September 30,										For the Three Months Ended
	September 30,		June 30,		%		September 30,		%		September 30,		June 30,		%		September 30,		%
(in millions)	2021		2021		Change		2020		Change		2022		2022		Change		2021		Change
Retail	$	533.7	$	514.2	4	%	$	412.3	29	%	$	33.1	$	93.0	(64)	%	$	533.7	(94)	%
Wholesale		148.9		97.3	53			6.2	2,302			28.9		35.1	(18)			148.9	(81)
Total originations	$	682.6	$	611.5	12	%	$	418.5	63	%	$	62.0	$	128.1	(52)	%	$	682.6	(91)	%

During the third quarter of ~~2021,~~2022, total originations were ~~$682.6~~$62.0 million as compared to ~~$611.5~~$128.1 million in the second quarter of ~~2021~~2022 and ~~$418.5~~$682.6 million in the third quarter of ~~2020.~~2021. The ~~increase~~decrease in originations as compared to the second quarter of ~~2021,~~2022, was due to the ~~result of our shift to focus on NonQM originations as a result of the~~continued increase in ~~mortgage~~ interest rates ~~and margin compression seen in conventional originations~~ which began in the fourth quarter of 2021, resulting in a reduction in purchase loans due to a decrease in home purchase affordability and in refinance volume due to the number of loans that had previously refinanced during the preceding historically low interest rate environment. While we began to shift our origination focus away from more rate and margin sensitive conventional originations during the first quarter of ~~2021. The~~2021, the increase in ~~originations as compared to~~interest rates which began in the ~~third~~fourth quarter of ~~2020, was~~2021 and has accelerated through the ~~result of our temporary suspension of lending~~third

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~~activities~~quarter of 2022, caused a significant increase in credit spreads, resulting in a substantial over supply of low coupon originations causing a severe decline in margins and diminished capital market distribution exits for originators reliant upon an aggregation execution model. To mitigate the risks associated with reduced distribution exits and extended settlement timelines, we began to pull back on production, significantly increasing the pricing on our loan products as well as completely shifting to a best-efforts delivery for non-agency production in the first quarter of 2022, which significantly reduced our origination volumes during ~~2020, due~~the third quarter of 2022 as compared to ~~uncertainty caused by~~ the ~~COVID-19 pandemic.~~third quarter of 2021. We continue to manage our headcount, pipeline and capacity to balance the risks inherent in an aggregation execution model.

Our loan products primarily include conventional loans eligible for sale to Fannie Mae and Freddie Mac, NonQM mortgages and loans eligible for government insurance (government loans) by the Federal Housing Administration (FHA), Veterans Affairs (VA) and United States Department of Agriculture (USDA).

Originations by Loan Type:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(in millions)	2021		2020		% Change		2021		2020		% Change		2022		2021		% Change		2022		2021		% Change
Conventional	$	467.1	$	410.8	14	%	$	1,746.2	$	1,633.9	7	%	$	10.6	$	467.1	(98)	%	$	209.3	$	1,746.2	(88)	%
NonQM		186.2		—	n/a			301.5		261.8	15			49.6		186.2	(73)			444.1		301.5	47
Jumbo		7.5		—	n/a			58.7		—	n/a			—		7.5	(100)			5.5		58.7	(91)
Government (1)		21.8		7.7	183			37.6		41.2	(9)			1.8		21.8	(92)			13.3		37.6	(65)
Total originations	$	682.6	$	418.5	63	%	$	2,144.0	$	1,936.9	11	%	$	62.0	$	682.6	(91)	%	$	672.2	$	2,144.0	(69)	%

~~(3)~~(1)

Includes all government-insured loans including FHA, VA and USDA.

We continue to believe there is an underserved mortgage market for borrowers with ~~good~~strong credit who may not meet the qualified mortgage (QM) guidelines set out by the Consumer Financial Protection Bureau. During the ~~first~~fourth quarter of ~~2020, prior to the disruption caused by the pandemic,~~2021, we originated ~~$261.6~~$382.1 million in NonQM loans and were on pace to exceed our fourth quarter ~~2019~~2021 NonQM ~~originations. As financial markets became dislocated in March 2020, spreads widened substantially on credit assets due~~originations during the first quarter of 2022, prior to ~~potential COVID-19 pandemic related payment delinquencies and forbearances, causing a severe decline in~~ the ~~values assigned by investors and counterparties for NonQM assets. The~~ dislocation in ~~the~~ NonQM ~~market diminished capital market distribution exits, increased the cost and liquidity to finance the product and reduced the ability to finance additional NonQM loans. As~~pricing as a result of widening credit spreads. As described above, as a result of the market dislocation we ~~paused~~have further backed off NonQM production during the second and third quarters of 2022 with NonQM originations decreasing to $49.6 million in ~~April 2020.~~

~~The~~the third quarter of 2020 saw the re-emergence of the NonQM market including capital markets distribution exits for the product. We re-engaged lending in the NonQM market during the fourth quarter of 2020, and have continued throughout 2021 rebuilding our third-party originator (TPO) NonQM origination team in anticipation of increasing mortgage interest rates and declining conventional margins2022, from $80.2 million in the second ~~half~~quarter of 2022 and $314.3 million during the first quarter of 2022, and down from $186.2 million during the third quarter of 2021. ~~With~~During the third quarter of 2022, NonQM originations represented 80% of our total originations, which was an increase over the second quarter of 2022 which represented 63% of our total originations and up from 27% of our total originations during the third quarter of 2021. The increase in the percentage NonQM originations is the result of the dramatic decline in conventional originations as a result of the aforementioned intense pressure on mortgage originations due to the dramatic collapse of the mortgage refinance market and the weakening mortgage purchase market, which has suffered from a lack of housing inventory and significant increase in mortgage interest rates ~~and margin compression seen~~resulting in conventional originations in the first quarter of 2021, we accelerated our pivot to NonQM in both our TPO and Retail channels. During the three months ended September 30, 2021, NonQM originations increased to $186.2 million, as compared to $100.6 million for the three months ended June 30, 2021 and none for the three months ended September 30, 2020.customer affordability issues.

~~The re-emergence of the NonQM market has been defined by products that fit within a much tighter credit box, which is where our NonQM originations have been historically.~~ In the third quarter of ~~2021,~~2022, our NonQM originations had a weighted average Fair Isaac Company credit score (FICO) of ~~754~~738 and a weighted average LTV ratio of ~~67%~~70%. For the year ended December 31, ~~2020,~~2021, our NonQM originations had a weighted average FICO of ~~730~~747 and a weighted average LTV of ~~68%~~65%.

Originations by Purpose:


	For the Three Months Ended September 30,								For the Nine Months Ended September 30,								For the Three Months Ended September 30,								For the Nine Months Ended September 30,
(in millions)	2021		%		2020		%		2021		%		2020		%		2022		%		2021		%		2022		%		2021		%
Refinance	$	596.6	87	%	$	413.9	99	%	$	1,982.2	92	%	$	1,816.9	94	%	$	36.0	58	%	$	596.6	87	%	$	492.4	73	%	$	1,982.2	92	%
Purchase		86.0	13			4.6	1			161.8	8			120.0	6			26.0	42			86.0	13			179.8	27			161.8	8
Total originations	$	682.6	100	%	$	418.5	100	%	$	2,144.0	100	%	$	1,936.9	100	%	$	62.0	100	%	$	682.6	100	%	$	672.2	100	%	$	2,144.0	100	%

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During the third quarter of ~~2021,~~2022, refinance volume ~~increased~~decreased 94% to ~~$596.6~~$36.0 million as compared to ~~$413.9~~$596.6 million in the third quarter of ~~2020.~~2021. The ~~increase~~decrease in originations was ~~primarily the result of our temporary suspension of lending activities during the second quarter of 2020~~ due to the ~~uncertainty caused by the pandemic, which resulted~~aforementioned significant increase in ~~reduced funding volume in~~interest rates as compared to the third quarter of ~~2020.~~2021. We continue to manage our headcount, pipeline and capacity to balance the risks inherent in an aggregation execution model.

Mortgage Servicing Portfolio:


	September 30,		December 31,		%		September 30,		%		September 30,		December 31,		%		September 30,		%
(Unpaid principal balance (UPB), in millions)	2021		2020		Change		2020		Change		2022		2021		Change		2021		Change
Mortgage servicing portfolio	$	65.1	$	30.5	113.6	%	$	0.8	8,043	%	$	69.6	$	71.8	(3.1)	%	$	65.1	7	%

The mortgage servicing portfolio ~~increased~~was relatively flat at $69.6 million at September 30, 2022 as compared to $71.8 million at December 31, 2021 and $65.1 million at September 30, ~~2021 as compared to $30.5 million at December 31, 2020 and $0.8 million at September 30, 2020.~~2021. We continue to sell whole ~~loan sales~~loans on a servicing released basis to investors and selectively retain GNMA mortgage servicing. The servicing portfolio generated net servicing income of $32 thousand in the third quarter of 2022, as compared to net servicing expense of $124 thousand in the third quarter of 2021 ~~as compared to net servicing expense of $125 thousand in the third quarter of 2020, as a result of the~~ ~~previous servicing sales in the second and third quarters of 2020.~~. ~~Despite the increase in UPB of the servicing portfolio during 2021, we~~We will continue to recognize an immaterial amount of net servicing fees or a net servicing expense related to interim subservicing and other servicing costs ~~due~~related to the small UPB of ~~our~~remaining servicing portfolio.

The following table includes information about our mortgage servicing portfolio:


	At September 30,		% 60+ days		At December 31,		% 60+ days		At September 30,		% 60+ days		At December 31,		% 60+ days
(in millions)	2021		delinquent (1)		2020		delinquent (1)		2022		delinquent (1)		2021		delinquent (1)
Ginnie Mae	$	65.1	1.82	%	$	30.5	2.00	%	$	69.6	1.53	%	$	71.8	2.00	%
Freddie Mac		—	0.00			—	0.00			—	—			—	—
Fannie Mae		—	0.00			—	0.00			—	—			—	—
Total servicing portfolio	$	65.1	1.82	%	$	30.5	2.00	%	$	69.6	1.53	%	$	71.8	2.00	%

(1)	Based on loan count.

For the third quarter of ~~2021,~~2022, real estate services fees, net were ~~$244~~$290 thousand as compared to ~~$478~~$257 thousand in the second quarter of ~~2021~~2022 and ~~$332~~$244 thousand in the third quarter of ~~2020. The decrease was primarily the result of a decrease in real estate services and recovery fees.~~2021. Real estate services fees, net ~~decreased~~is generated from our former long-term mortgage portfolio which continued to decline in size. Additionally, as ~~compared to~~previously noted, in March 2022, we sold our residual interest certificates, and assigned certain optional termination and loan purchase rights which entails the ~~same period in 2020, as~~entire legacy securitization portfolio within our long-term mortgage portfolio. As a result, it is our expectation that the real estate services ~~business is~~fees, net generated from ~~our long-term mortgage portfolio, and as~~ the long-term mortgage portfolio ~~continues to decline, we expect real estate services and the related revenues to continue to~~will decline in future ~~periods.~~periods as the securitizations are called or collapsed by the purchaser.

~~In our long-term~~As previously noted, in the first quarter of 2022, we sold the legacy securitization portfolio which, in accordance with FASB ASC 810-10-25, resulted in deconsolidation of the securitized mortgage trust assets totaling approximately $1.6 billion and trust liabilities of $1.6 billion as of the sale date as we were no longer the primary beneficiary of the consolidated securitization trusts. We will remain as the master servicer with respect to all of the securitizations until such time that the deals are collapsed or payoff. Prior to the aforementioned sale and transfer of the legacy securitization portfolio in March 2022, the residual interests generated cash flows of ~~$380 thousand~~$1.1 million in the ~~third~~first quarter of ~~2021~~2022 prior to the sale as compared to ~~$663 thousand in~~$2.2 million for the ~~second quarter~~first nine months of 2021 and $542 thousand in the third quarter of 2020. The estimated fair value of the net residual interests increased $4.9 million in the third quarter of 2021 to $20.2 million at September 30, 2021 as compared to $15.4 million at June 30, 2021., which was the result of a decrease in investor yield requirements for certain securitized mortgage collateral and borrowings, as well as residual discount rates, as estimated bond prices have continued to improve and corresponding yields have decreased. Partially offsetting the increase in net residual interests was a slight increase in loss assumptions for certain trusts.

For additional information regarding the long-term mortgage portfolio, refer to Financial Condition and Results of Operations below.

Liquidity and Capital Resources

During the nine months ended September 30, ~~2021,~~2022, we funded our operations primarily from the sale of our legacy securitization portfolio, mortgage lending revenues and, to a lesser extent, real estate services fees and cash flows from our residual interests in securitizations. Mortgage lending revenues include gain ~~(loss)~~ on sale of loans, net and other mortgage related income. We funded mortgage loan originations using warehouse facilities, which are repaid once the loan is sold. We ~~may also seek~~intend to raise additional capital by issuing debt or equity ~~securities.~~securities within the next year to support our operations but cannot provide any assurance that our capital raise efforts will be successful.

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During the second quarter of 2021, we added a $25.0 million warehouse facility, which became operational for funding in the third quarter of 2021. Under the terms of the warehouse lines, the Company is required to maintain various financial and other covenants. At September 30, 2021, the Company was in compliance with all financial covenants from its lenders.

Our results of operations and liquidity are materially affected by conditions in the markets for mortgages and mortgage-related assets, as well as the ~~pandemic and the~~ broader financial markets and the general economy. Concerns over economic recession, geopolitical issues, inflation and interest rates, unemployment, the availability and cost of financing, the mortgage market and real estate market conditions contribute to increased volatility and diminished expectations for the economy and markets. Volatility and uncertainty in the marketplace may make it more difficult for us to obtain financing or raise capital ~~and debt~~ on favorable terms or at all. ~~We continue to manage our headcount, pipeline, capacity and liquidity to balance the risks inherent in an aggregation execution model.~~ Our operations and profitability may be adversely affected if we are unable to obtain cost-effective financing and profitable and stable capital market distribution exits.

As previously discussed, the sharp and unexpected decline in gain on sale of loans, net reflects the intense pressure on mortgage originations due to the dramatic collapse of the mortgage refinance market and the weakening mortgage purchase market, which has suffered from a lack of housing inventory and a significant increase in mortgage interest rates resulting in customer home purchase affordability issues. The increase in interest rates which began in the fourth quarter of 2021, caused a significant increase in credit spreads which has continued to accelerate into the third quarter of 2022, resulting in a substantial over supply of low coupon originations causing a severe decline in margins and diminishing capital market distribution exits for originators reliant upon an aggregation execution model. To mitigate the risks associated with reduced distribution exits and extended settlement timelines, we began to pull back on production, significantly increasing the pricing on our loan products as well as completely shifting to a best-efforts delivery for non-agency production in the first quarter of 2022.

During the nine months ended September 30, 2022, we have reduced our warehouse lending capacity to $325.0 million from $615.0 at December 31, 2021, as we did not renew the $65.0 million facility that expired in May 2022, reduced the $200.0 million facility to $50.0 million in July 2022 and did not renew the facility at its September 2022 expiration; additionally we reduced the capacity of the $50.0 million funding facility to $25.0 million and the maturity of the line was moved up to December 31, 2022. In October we entered into a $1.0 million committed facility which expires in October 2023. In November 2022, we expect to further reduce our warehouse lending capacity to $41.0 million, reducing the $300.0 million funding facility to $15.0 million upon renewal of the line as the line was predominately used for conventional and government insured originations. As of September 30, 2022, we were not in compliance with certain warehouse lending related covenants, and received the necessary waivers.

In March 2022, we sold our residual interest certificates, and assigned certain optional termination and loan purchase rights relating to 37 securitizations that closed between 2000 and 2007, which entailed the entire legacy securitization portfolio within our long-term mortgage portfolio. Pursuant to the terms of the Sale Agreement, the purchaser paid the Company an aggregate cash purchase price of $37.5 million. In March 2022, we recorded a $9.2 million increase in fair value, net of $277 thousand in transaction costs related to the transfer of the legacy securitization portfolio.

On April 29, 2022, we entered into an agreement to repay $5.0 million of our outstanding convertible promissory notes (the Notes) onMay 9, 2022, the date of maturity of such Notes, and extend the maturity date of the Notes upon conclusion of the term on May 9, 2022. We decreased the aggregate principal amount of the new Notes to $15.0 million, following the pay-down of $5.0 million in principal of the Notes on May 9, 2022 (Third Amendment). The new Notes shall be due and payable in three equal installments of $5.0 million on each of May 9, 2023, May 9, 2024 and the Stated Maturity Date of May 9, 2025, provided we complete the contemplated Exchange Offer and provide notice of redemption of our remaining outstanding Series BPreferred Stock and Series C Preferred Stock by October 31, 2022, as described below. If we are not able to complete the Exchange Offer, then the Stated Maturity Date of the Notes shall mean November 9, 2022. On October 20, 2022, we received approval for the exchange of its Series B Preferred Stock and Series C Preferred Stock, as further described below. As a result, the Notes are due and payable in three equal installments of $5.0 million on each of May 9, 2023, May 9, 2024 and the stated maturity date of May 9, 2025. The interest rate on the Notes remains at 7.0% per annum.

We originate loans which are intended to be eligible for sale to Fannie Mae, Freddie Mac, (together, the GSEs), government insured or guaranteed loans, such as FHA, VA and USDA loans, and loans eligible for Ginnie Mae securities issuance (collectively, the Agencies), in addition to other investors and counterparties (collectively, the Counterparties). It is important for us to sell or securitize the loans we originate and, when doing so, maintain the option to also sell the related MSRs associated with these loans. Prepayment speeds on loans generated through our retail direct channel have been a concern for some investors dating back to 2016 which has resulted and could further result in adverse pricing or delays in our ability to sell or securitize loans and related MSRs on a timely and profitable basis. During the fourth quarter of 2017, Fannie Mae sufficiently limited the manner and volume for our deliveries of eligible loans such that we elected to cease

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deliveries to them and we expanded our whole loan investor base for these loans. In 2019, with the creation of the uniform mortgage-backed securities (UMBS) market, which was intended to improve liquidity and align prepayment speeds across Fannie Mae and Freddie Mac securities, Freddie Mac raised concerns about the high prepayment speeds of our loans generated through our retail direct channel. ~~During 2020, we further~~We expanded our investor base and completed servicing released loan sales to non-GSE whole loan investors and expect to continue to utilize these alternative exit strategies for Fannie Mae and Freddie Mac eligible loans. In July 2020, we received notification from Freddie Mac that our eligibility to sell whole loans to Freddie Mac was suspended, without cause. While we believe that the overall volume delivered under purchase commitments to the ~~GSE’s~~GSEs was immaterial ~~for 2019 and 2020,~~prior to the notification, we are committed to operating actively and in good standing with our broad range of capital markets counterparties. We continue to take steps to manage our prepayment speeds to be more consistent with our industry peers and to reestablish the full confidence and delivery mechanisms to our investor base. We seek to satisfy the requirements as outlined by Freddie Mac to achieve reinstatement, while we continue to satisfy our obligations on a timely basis to our other counterparties, as we have done without exception. Despite being in a suspended status with Freddie Mac, we remain ~~in good standing as~~ an approved originator and/or seller/servicer with ~~our GSE’s,~~the GSEs, Agencies and Counterparties for agency, non-agency, and government insured or guaranteed loan programs.

As discussed within Note 11.—Commitments and Contingencies in the Notes to Unaudited Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q, on July 15, 2021, the Maryland Court of Appeals ~~affirmed~~issued its decision affirming the ~~decision~~decisions of the Maryland Circuit Court ~~(and~~(the Circuit Court) and the Court of Special ~~Appeals) in~~Appeals granting summary judgment in favor of the plaintiffs on the Series B Preferred B voting rights and, although the Court of Appeals found the voting rights provision to be ambiguous, it concluded that the extrinsic evidence presented to the Circuit Court, which it found to be undisputed, supported the plaintiffs’ interpretation that the voting rights provision required separate voting by the Preferred B stockholders to amend the Preferred B Articles Supplementary.language interpretation. Accordingly, the 2009 ~~amendments~~Article Amendments to the ~~Preferred~~2004 Series B Articles Supplementary were not validly adopted and the 2004 ~~Preferred~~Series B Articles Supplementary ~~remain~~remained in effect.

As a result, as of September 30, 2022, the Company has cumulative undeclared dividends in arrears of approximately $20.3 million, or approximately $30.47 per outstanding share of Series B Preferred, thereby increasing the liquidation value to approximately $55.47 per share. Additionally, every quarter the cumulative undeclared dividends in arrears will increase by $0.5859 per Series B Preferred share, or approximately $390 thousand. The accrued and unpaid dividends on the Series B Preferred are payable only upon declaration by the Board of Directors, and the liquidation preference, inclusive of Series B Preferred cumulative undeclared dividends in arrears, is only payable upon voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs. In addition, the Company is required to pay an amount equal to three quarters of dividends on the Series B Preferred stock under the 2004 Series B Preferred Articles Supplementary (approximately $1.2 million, which had been previously accrued for (such amount, the 2009 Dividend Amount) to Series B Preferred shareholders as of August 15, 2022, into the registry of the Circuit Court no later than August 19, 2022, to be held pending final resolution of all issues and final determination by the Circuit Court of the appropriate distribution of those funds. The Company deposited the 2009 Dividend Amount on August 18, 2022.

At September 30, ~~2021,~~2022, the Company had ~~$70.5~~$72.0 million in outstanding liquidation preference of Series B Preferred and Series C Preferred ~~Stock, inclusive of~~stock (including cumulative ~~undeclared~~unpaid dividends in ~~arrears.~~the case of the Series B Preferred stock). The holders of each series of Preferred Stock, which carry limited voting rights and are ~~non-voting and~~ redeemable at the option of the Company, retain the right to a $25.00 per share liquidation preference ~~plus accrued and~~(plus cumulative unpaid dividends in the case of the Series B Preferred stock) in the event of a liquidation of the Company and the right to receive dividends on the Preferred Stock if any such dividends are ~~declared.~~declared (and, in the case of the Series B Preferred stock, before any dividends or other distributions are made to holders of junior stock, including the Company’s common stock). However as further discussed below, holders of Preferred B stock and Preferred C stock in connection with the Exchange Offers and the Redemption will only receive the applicable consideration payable therein and are not entitled to any other payment with respect to the liquidation preference of, or any accrued and unpaid dividends on, any shares of Preferred Stock, other than the rights of holders of Preferred B stock to receive the 2009 Dividend Amount, based upon final determinations as to entitlement to such amounts by the Circuit Court.

~~As a result, as of~~On September ~~30, 2021,~~14, 2022, the Company ~~has cumulative undeclared dividends~~commenced exchange offers (the Exchange Offers) and a consent solicitation for its outstanding shares of Series B Preferred stock and Series C Preferred stock. On October 20, 2022 (the Expiration Date), the exchange offers and consent solicitation expired with approximately 69% of the Series B Preferred stock and approximately 67% of the Series C Preferred stock tendering their shares and voting in ~~arrears~~favor of ~~approximately $18.7 million, or approximately $28.13 per outstanding~~certain amendments to the Company’s charter as discussed in further detail below. Holders of Series B Preferred are entitled to receive (the Series B Consideration), for each share of Series B Preferred ~~B, thereby increasing the liquidation value~~tendered, (i) 13.33 shares of newly issued common stock and (ii) thirty (30) shares of newly issued 8.25% Series D Cumulative Redeemable Preferred Stock (Preferred D stock). Holders of Series C Preferred are entitled to ~~approximately $53.13 per share. Additionally, every quarter the cumulative undeclared dividends in arrears will increase by $0.5859 per Preferred B~~receive (the Series C Consideration), for each share ~~or approximately $390 thousand. The liquidation preference,~~of

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~~inclusive~~Preferred D tendered, (i) 1.25 shares of newly issued common stock, (ii) 1.5 warrants to purchase an equal number of shares of common stock at an exercise price of $5.00 per share and (iii) one (1) share of Preferred D stock. In connection with the closing of the Exchange Offers, the Company issued on October 26, 2022, a total of 7,330,319 shares of newly issued common stock, 14,773,811 shares of Preferred D stock and 1,425,695 warrants to purchase an equal number of shares of common stock.

All holders of Series B Preferred stock and Series C Preferred stock in connection with the Exchange Offers and the Redemption will only receive the applicable consideration payable therein and are not entitled to any other payment with respect to the liquidation preference of, or any accrued and unpaid dividends on, any shares of Preferred Stock (whether or not such dividends have accumulated and whether or not such dividends accrued before or after completion of the Exchange Offers), other than the rights of holders of Series B Preferred stock to receive the 2009 Dividend Amount, based upon final determinations as to entitlement to such amounts by the Circuit Court.

In addition, on August 25, 2022, the Circuit Court issued an Order to Segregate Funds and/or Stock (Segregation Order), directing the Company, if the Exchange Offer for the Preferred B stock is completed prior to December 5, 2022, to deposit 13,311,840 shares of Preferred D stock, plus, in either event, 4,437,280 shares of newly issued common stock (collectively, the Series B Common Fund) in the custody of a third party custodian or escrow agent approved by class counsel. Allocation of this Series B Common Fund will be made by Circuit Court upon final disposition of the certain plaintiff award motions (the Plaintiff Series B Award Motions), which will include disposition of any excess funds not awarded to the plaintiffs and plaintiffs’ counsel. Once deposited, the Company will have no further right or obligation with respect to the Plaintiff Series B Common Fund, except as necessary to carry out the final orders of the Circuit Court. The Plaintiff Series B Award Motions seek awards out of the Series B Consideration in excess of the amount of the Series B Common Fund. If all Plaintiff Series B Award Motions are granted by the Circuit Court in full, after notice to class members in the manner approved by the Circuit Court and opportunity to object before a final hearing, no amounts will remain from the Series B Common Fund for distribution to former holders of Series B Preferred Stock. Holders of Series B Preferred Stock who participate in the Exchange Offer or whose shares are redeemed pursuant to the Special Redemption will only receive any amounts from the Series B Common Fund if and to the extent that the Circuit Court determines to reduce the amounts requested in the Plaintiff Series B Award Motions, and then only if they held shares of Series B Preferred Stock as of the Expiration Date or such other date determined by the Circuit Court. Distribution of the portion, if any, that may remain from the Series B Common Fund after final decision on the Plaintiff Series B Award Motions is subject compliance with all applicable law.

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and which have become redeemable as of the applicable redemption date would cause us to violate the Cash Consideration Restrictions, as defined below, or (B) any date we fix not more than sixty (60) days after any determination by our Board of Directors (which the Board, or a committee thereof, is obligated to undertake after the release of annual and quarterly financial statements and upon any capital raise) in good faith that the payment by us of the redemption price for the Preferred D stock and any stock ranking on parity with the Preferred D stock with respect to redemption rights that have become redeemable as of such redemption date would not cause us to violate the Cash Consideration Restrictions. A violation of the “Cash Consideration Restrictions” will occur if the occurrence of an action would cause (i) the Company to violate the restrictions on payment of distributions to stockholders under section 2-311 of the MGCL, (ii) any material breach of or default under the terms and conditions of any obligation of the Company, including any agreement relating to its indebtedness, or (iii) the Company to violate any restriction or prohibition of any law rule or regulation applicable to the Company or of any order, judgment or decree of any court or administrative agency.

As a result of receiving the requisite stockholder consents on the Exchange Offers on October 20, 2022 and following the redemption of any Series B Preferred stock after completion of the exchange offer, the cumulative undeclared dividends in arrears ~~is only payable upon declaration by~~of approximately $20.3 million, or approximately $30.47 per outstanding share of Series B Preferred, outstanding at September 30, 2022, will be exchanged and will no longer be considered in the ~~Board of Directors, settlement, voluntary or involuntary liquidation, dissolution or winding up~~earnings per share calculation. In the event we are not able to satisfy the new dividend payment as a result of the ~~Company’s affairs. In addition, once the Circuit Court determines basis for an appropriate record date, the Company will be required to~~aforementioned Cash Consideration Restrictions or do not otherwise declare and pay the ~~three quarters of dividends~~8.25% dividend on the Preferred ~~B stock under~~D Stock, every quarter the ~~2004~~cumulative undeclared dividends in arrears will accumulate by approximately $0.0021 per Preferred ~~B Articles Supplementary (approximately $1.2 million, which had been previously accrued for.) Co-Plaintiff Camac Fund LP called for a special meeting of~~D share, or approximately $72 thousand, increasing the new Preferred B stockholders for the election of two additional directors, which was convened on October 13, 2021, and adjourned by a vote of all shares present to November 23, 2021 at 9:00 a.m. Pacific due to lack of a quorum sufficient for election of directors. Beginning in the third quarter of 2021, cumulative preferred dividends, whether or not declared, are reflected in basic and diluted earnings per share in accordance with AC 260-10-45-11, despite not being accrued for on the consolidated balance sheets.D liquidation preference.

We believe that current cash balances, cash flows from our mortgage lending operations, real estate services fees generated from our long-term mortgage portfolio, availability on our warehouse lines of credit and residual interest cash flows from our long-term mortgage portfolio are adequate for our current operating needs based on the current operating environment. The $20.0 million Convertible Promissory Notes (Notes) are due May 9, 2022. We are currently evaluating various options as to the appropriate settlement of the Notes. This could include extending or restructuring the Notes, raising secured or unsecured debt, raising equity or working capital, or monetizing certain assets, including but not limited to the residual interests, and retiring the Notes or redeploying the alternative liquidity to fund the future growth of our business.

~~The~~ mortgage and real estate services market is volatile, highly competitive and subject to increased regulation. Competition in mortgage lending comes primarily from mortgage bankers, commercial banks, credit unions and other finance companies which operate in our market area as well as throughout the United States. We compete for loans principally on the basis of the interest rates and loan fees we charge, the types of loans we originate and the quality of services we provide to borrowers, brokers and sellers. ~~Additionally, performance of the~~

We believe that current cash balances, cash flows from our mortgage lending operations, real estate services fees generated from our former long-term mortgage portfolio ~~is subject to~~and availability on our warehouse lines of credit are adequate for our current operating needs based on the current ~~real estate market and economic conditions. Cash flows from~~operating environment, however we intend to raise additional capital by issuing debt or equity securities within the next year to support our ~~residual interests in securitizations are sensitive to delinquencies, defaults and credit losses associated with the securitized loans. Losses in excess of current estimates~~operations. We cannot provide any assurance that such capital raise efforts will ~~reduce the residual interest cash receipts from our long-term mortgage portfolio.~~

be successful. While we continue to pay our obligations as they become due, the ability to continue to meet our current and long-term obligations is dependent upon ~~many factors, particularly~~ our ability to successfully operate our mortgage lending and real estate services ~~segment and realize cash flows from the long-term mortgage portfolio.~~segment. Our future financial performance and profitability are dependent in large part upon the ability to expand our mortgage lending platform successfully.

Critical Accounting Policies

We define critical accounting policies as those that are important to the portrayal of our financial condition and results of operations. Our critical accounting policies require management to make difficult and complex judgments that rely on estimates about the effect of matters that are inherently uncertain due to the effect of changing market conditions and/or consumer behavior. In determining which accounting policies meet this definition, we considered our policies with respect to the valuation of our assets and liabilities and estimates and assumptions used in determining those valuations. We believe the most critical accounting issues that require the most complex and difficult judgments and that are particularly susceptible to significant change to our financial condition and results of operations include those issues included in Management’s Discussion and Analysis of Results of Operations in IMH’s report on Form 10-K for the year ended December 31, ~~2020.~~2021. There have been no material changes to the information on critical accounting estimates described in our Annual Report on Form 10-K for the year ended December 31, 2021, except those described below.

Variable Interest Entities and Transfers of Financial Assets and Liabilities

Historically, we securitized mortgages in the form of collateralized mortgage obligations (CMO) and real estate mortgage investment conduits (REMICs), (collectively, securitizations), which were either consolidated or unconsolidated depending on the design of the securitization structure. These securitizations were evaluated for consolidation in accordance with the variable interest model of FASB ASC 810-10-25. A variable interest entity (VIE) is consolidated in

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the financial statements if the Company has the power to direct activities that most significantly impact the economic performance of the VIE and has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. We consolidated certain VIEs where we are both the primary beneficiary of the residual interests in the securitization trusts as well as the master servicer. Being the master servicer provides control over the collateral through the ability to direct the servicers to take specific loss mitigation efforts. As noted below, in the first quarter of 2022, we sold the legacy securitization portfolio. Prior to the sale of the legacy securitization portfolio, the assets and liabilities that were included in the consolidated VIEs included the mortgage loans and real estate owned collateralizing the debt securities which were included in securitized mortgage trust assets on our consolidated balance sheets and the debt securities payable to investors which were included in securitized mortgage trust liabilities on our accompanying consolidated balance sheets.

In March 2022, we sold our residual interest certificates, and assigned certain optional termination and loan purchase rights which entailed the entire legacy securitization portfolio within our long-term mortgage portfolio. As a result of the sale, in accordance with FASB ASC 810-10-25, we deconsolidated the securitized mortgage trust assets totaling approximately $1.6 billion and trust liabilities of $1.6 billion as of the sale date as the Company was no longer the primary beneficiary of the consolidated securitization trusts. The Company shall remain the master servicer with respect to all of the securitizations until such time that the securitization trusts are collapsed or payoff.

Financial Condition and Results of Operations

Financial Condition

As of September 30, ~~2021~~2022 compared to December 31, ~~2020~~2021

The following table shows the condensed consolidated balance sheets for the following periods:


(in thousands, except per share data)	September 30,		December 31,		$		%		September 30,		December 31,		$		%
	2021		2020		Change		Change		2022		2021		Change		Change
ASSETS
Cash	$	42,192	$	54,150	$	(11,958)	(22)	%	$	44,008	$	29,555	$	14,453	49	%
Restricted cash		5,812		5,602		210	4			4,173		5,657		(1,484)	(26)
Mortgage loans held-for-sale		275,544		164,422		111,122	68			18,443		308,477		(290,034)	(94)
Mortgage servicing rights		757		339		418	123			865		749		116	15
Securitized mortgage trust assets		1,727,736		2,103,269		(375,533)	(18)			—		1,642,730		(1,642,730)	(100)
Other assets		38,467		41,524		(3,057)	(7)			26,096		35,603		(9,507)	(27)
Total assets	$	2,090,508	$	2,369,306	$	(278,798)	(12)	%	$	93,585	$	2,022,771	$	(1,929,186)	(95)	%
LIABILITIES & EQUITY
LIABILITIES & (DEFICIT) EQUITY
Warehouse borrowings	$	261,464	$	151,932	$	109,532	72	%	$	13,292	$	285,539	$	(272,247)	(95)	%
Convertible notes		20,000		20,000		—	—			15,000		20,000		(5,000)	(25)
Long-term debt (Par value; $62,000)		46,458		44,413		2,045	5			33,264		46,536		(13,272)	(29)
Securitized mortgage trust liabilities		1,707,494		2,086,557		(379,063)	(18)			—		1,614,862		(1,614,862)	(100)
Repurchase reserve		4,864		7,054		(2,190)	(31)			6,190		4,744		1,446	30
Other liabilities		42,946		43,699		(753)	(2)			31,910		41,154		(9,244)	(22)
Total liabilities		2,083,226		2,353,655		(270,429)	(11)			99,656		2,012,835		(1,913,179)	(95)
Total equity		7,282		15,651		(8,369)	(53)
Total liabilities and stockholders’ equity	$	2,090,508	$	2,369,306	$	(278,798)	(12)	%
Total (deficit) equity										(6,071)		9,936		(16,007)	(161)
Total liabilities and stockholders’ (deficit) equity									$	93,585	$	2,022,771	$	(1,929,186)	(95)	%

Book and tangible book value per share	$	0.34	$	0.74	$	(0.40)	(54)	%	$	(0.28)	$	0.47	$	(0.75)	(161)	%

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At September 30, ~~2021,~~2022, cash ~~decreased $12.0~~increased $14.4 million to ~~$42.2~~$44.0 million from ~~$54.2~~$29.6 million at December 31, ~~2020.~~2021. Cash balances ~~decreased~~increased primarily due to ~~payment~~the aforementioned $37.5 million sale and transfer of the legacy securitization portfolio during the first quarter of 2022, partially offset by operating ~~expenses as well as an increase in warehouse line haircuts.~~losses for the nine months ended September 30, 2022.

LHFS ~~increased $111.1~~decreased $290.1 million to ~~$275.5~~$18.4 million at September 30, ~~2021~~2022 as compared to ~~$164.4~~$308.5 million at December 31, ~~2020.~~2021. During the nine months ended September 30, ~~2021,~~2022, we had originations of ~~$2.1 billion~~$672.2 million offset by ~~$2.0 billion~~$950.9 million in loan sales. As a normal course of our origination and sales cycle, loans held-for-sale at the end of any period are generally sold within one or two subsequent months.

Mortgage servicing rights increased to ~~$757~~$865 thousand at September 30, ~~2021~~2022 as compared to ~~$339~~$749 thousand at December 31, ~~2020.~~2021. The increase was due to additions of ~~$459~~$46 thousand from servicing retained loan sales of ~~$39.6~~$4.5 million in UPB ~~partially offset by~~as well as a mark-to-market ~~decreases~~increase in fair value of ~~$41~~$70 thousand. At September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we serviced ~~$65.1~~$69.6 million and ~~$30.5~~$71.8 million, respectively, in UPB for others.

Warehouse borrowings ~~increased $109.6~~decreased $272.2 million to ~~$261.5~~$13.3 million at September 30, ~~2021~~2022 as compared to ~~$151.9~~$285.5 million at December 31, ~~2020.~~2021. The decrease was due to a $290.1 million decreased in LHFS at September 30, 2022. As of September 30, 2022, our total warehouse lending capacity was $325.0 million spread amongst two warehouse counterparties. During the nine months ended September 30, 2022, we did not renew the $65.0 million facility that expired in May 2022, reduced the $200.0 million facility to $50.0 million in July 2022 and did not renew the facility at its September 2022 expiration; additionally we reduced the capacity of the $50.0 million funding facility to $25.0 million and the maturity of the line was moved up to December 31, 2022. In November 2022, we further reduced our warehouse lending capacity to $40.0 million, reducing the $300.0 million funding facility to $15.0 million upon renewal of the line as the line was predominately used for conventional and government insured originations. As of September 30, 2022, we were not in compliance with certain warehouse lending related covenants, and received the necessary waivers.

Repurchase reserve increased $1.5 million to $6.2 million at September 30, 2022 as compared to $4.7 million at December 31, 2021. The increase was due to a ~~$111.1~~$3.0 million increased in LHFS at September 30, 2021. As of September 30, 2021, with the addition of an additional $25.0 million of warehouse capacity becoming operational during the third quarter of 2021, our warehouse lending capacity increased to $575.0 million spread amongst four warehouse counterparties.

~~Repurchase reserve decreased $2.2 million to $4.9 million at September 30, 2021 as compared to $7.1 million at December 31, 2020. The decrease was due to a $287 thousand reversal of~~ provision for repurchases as a result of a

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~~decrease~~an increase in expected ~~early payoffs and~~ future losses ~~and $1.9~~on repurchase requests during 2022 partially offset by $1.5 million in settlements primarily related to repurchased loans as well as refunds of premiums to investors for early payoffs on loans sold.

Book value per share decreased ~~54%~~161%, or ~~$0.40,~~$0.75, to ~~$0.34~~($0.28) at September 30, ~~2021~~2022 as compared to ~~$0.74~~$0.47 at December 31, ~~2020.~~2021. Book value per common share decreased ~~23%~~37% to ($~~2.09)~~2.69) as of September 30, ~~2021,~~2022, as compared to ($~~1.70)~~1.96) as of December 31, ~~2020~~2021 (inclusive of the remaining $51.8 million of liquidation preference on our preferred stock). Inclusive of the Series B Preferred B stock cumulative undeclared dividends in arrears of ~~$18.7~~$20.3 million (as discussed further in Note 11 – Commitments and Contingencies of the “Notes to Unaudited Consolidated Financial Statements”), book value per common share was ($~~2.96)~~3.63) at September 30, ~~2021.~~2022.

As previously disclosed, in March 2022, we sold our residual interest certificates, and assigned certain optional termination and loan purchase rights relating to 37 securitizations that closed between 2000 and 2007, which entailed the entire legacy securitization portfolio within our long-term mortgage portfolio. As a result of the sale, in accordance with FASB ASC 810-10-25, we deconsolidated the securitized mortgage trust assets totaling approximately $1.6 billion and trust liabilities of $1.6 billion as of the sale date as the Company was no longer the primary beneficiary of the consolidated securitization trusts. We will remain as the master servicer with respect to all of the securitizations until such time that the deals are collapsed or payoff.

The change in our trust assets and trust liabilities is summarized below.

September 30,

December 31,

$

%

2021

2020

Change

Change

Securitized mortgage collateral

$
1,724,372

$
2,100,175

$
(375,803)

(18)
%
Real estate owned (REO)

3,364

3,094

270

9

Total trust assets (1)

1,727,736

2,103,269

(375,533)

(18)

Securitized mortgage borrowings

$
1,707,494

$
2,086,557

$
(379,063)

(18)
%
Total trust liabilities (1)

1,707,494

2,086,557

(379,063)

(18)

Residual interests in securitizations

$
20,242

$
16,712

$
3,530

21
%

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	September 30,		December 31,		$		%
	2022		2021		Change		Change
Securitized mortgage collateral	$	—	$	1,639,251	$	(1,639,251)	(100)	%
Real estate owned (REO)		—		3,479		(3,479)	(100)
Total trust assets (1)		—		1,642,730		(1,642,730)	(100)

Securitized mortgage borrowings	$	—	$	1,614,862	$	(1,614,862)	(100)	%
Total trust liabilities (1)		—		1,614,862		(1,614,862)	(100)
Residual interests in securitizations	$	—	$	27,868	$	(27,868)	(100)	%

(1)	At ~~September 30,~~December 31, 2021, the UPB of trust assets and trust liabilities was approximately ~~$2.0~~$1.8 billion and ~~$1.9 billion, respectively. At December 31, 2020, the UPB of trust assets and trust liabilities was approximately $2.5 billion and $2.4~~$1.7 billion, respectively.

~~We receive cash flows from our residual interests in securitizations~~Prior to the extent they are available after required distributions to bondholders and maintaining specified overcollateralization levels and other specified parameters (such as maximum delinquency and cumulative default) within the trusts. The estimated fair valuesale of the residual interests, represented by the difference in the fair value of total trust assets and total trust liabilities, was $20.2 million at September 30, 2021 as compared to $16.7 million at December 31, 2020.

~~We updated our collateral assumptions quarterly based on recent delinquency, default, prepayment and loss experience. Additionally,~~legacy securitization trusts, we updated forward interest rates and investor yield (discount rate) assumptions based on information derived from market participants. During the nine months ended September 30, 2021, actual losses declined slightly as compared to forecasted losses for the majority of trusts, including those with residual value. Principal payments, prepayments and liquidations of securitized mortgage collateral and securitized mortgage borrowings also contributed to the reduction in trust assets and liabilities. During the nine months ended September 30, 2021, we decreased the investor yield requirements for certain securitized mortgage collateral and borrowings, as well as residual discount rates, as estimated bond prices have continued to improve and corresponding yields have decreased. As a result, the fair value of our residual interests increased to $20.2 million at September 30, 2021 as compared to $16.7 million at December 31, 2020. Partially offsetting the increase in net residual interests was a slight increase in loss assumptions for certain trusts.

●

The estimated fair value of securitized mortgage collateral decreased $375.8 million during the nine months ended September 30, 2021, primarily due to reductions in principal from borrower payments and transfers of loans to REO for single-family and multi-family collateral. Additionally, other trust assets increased $0.3 million during the nine months ended September 30, 2021, primarily due to a $5.7 million increase in REO from foreclosures as well as $1.3 million increase in the net realizable value (NRV) of REO. Partially offsetting the increase was a decrease in REO from liquidations of $6.7 million.

●

The estimated fair value of securitized mortgage borrowings decreased $379.1 million during the nine months ended September 30, 2021, primarily due to reductions in principal balances from principal payments during the period for single-family and multi-family.

~~To estimate~~ fair value of the assets and liabilities within the securitization trusts each reporting period, management ~~uses~~used an industry standard valuation and analytical model that iswas updated monthly with current collateral, real

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estate, derivative, bond and cost (servicer, trustee, etc.) information for each securitization trust. We ~~employ~~employed an internal process to validate the accuracy of the model as well as the data within this model. We ~~use~~used the valuation model to generate the expected cash flows to be collected from the trust assets and the expected required bondholder distribution (trust liabilities). To the extent that the trusts ~~are~~were over collateralized, we may ~~receive~~have received the excess interest as the holder of the residual interest. The information above ~~provides~~provided us with the future expected cash flows for the securitized mortgage collateral, real estate owned, securitized mortgage borrowings and the residual interests.

To determine the discount rates ~~to apply~~applied to these cash flows, we ~~gather~~gathered information from the bond pricing services and other market participants regarding estimated investor required yields for each bond tranche. Based on that information and the collateral type and vintage, we ~~determine~~determined an acceptable range of expected yields an investor would require including an appropriate risk premium for each bond tranche. We ~~use~~used the blended yield of the bond tranches together with the residual interests to determine an appropriate yield for the securitized mortgage collateral in each securitization.

The following table presents changes in the trust assets and trust liabilities for the nine months ended September 30, ~~2021:~~2022:


	TRUST ASSETS						TRUST LIABILITIES				TRUST ASSETS						TRUST LIABILITIES
	Level 3 Recurring Fair										Level 3 Recurring Fair
	Value Measurement						Level 3 Recurring Fair				Value Measurement						Level 3 Recurring Fair
			NRV				Value Measurement						NRV				Value Measurement
	Securitized		Real				Securitized		Net		Securitized		Real				Securitized		Net
	mortgage		estate		Total trust		mortgage		trust		mortgage		estate		Total trust		mortgage		trust
	collateral		owned		assets		borrowings		assets		collateral		owned		assets		borrowings		assets
Recorded fair value at December 31, 2020	$	2,100,175	$	3,094	$	2,103,269	$	(2,086,557)	$	16,712
Recorded fair value at December 31, 2021											$	1,639,251	$	3,479	$	1,642,730	$	(1,614,862)	$	27,868
Total gains/(losses) included in earnings:
Interest income		(11,036)		—		(11,036)		—		(11,036)		2,019		—		2,019		—		2,019
Interest expense		—		—		—		(28,190)		(28,190)		—		—		—		(7,564)		(7,564)
Change in FV of net trust assets, excluding REO (1)		103,296		—		103,296		(105,287)		(1,991)		9,248		—		9,248		—		9,248
Gains from REO – not at FV but at NRV (2)		—		1,289		1,289		—		1,289
Total gains (losses) included in earnings		92,260		1,289		93,549		(133,477)		(39,928)		11,267		—		11,267		(7,564)		3,703
Transfers in and/or out of level 3		—		—		—		—		—		—		—		—		—		—
Purchases, issuances and settlements		(468,063)		(1,019)		(469,082)		512,540		43,458		(1,650,518)		(3,479)		(1,653,997)		1,622,426		(31,571)
Recorded fair value at September 30, 2021	$	1,724,372	$	3,364	$	1,727,736	$	(1,707,494)	$	20,242
Recorded fair value at September 30, 2022											$	—	$	—	$	—	$	—	$	—

(1)	Represents change in fair value of net trust assets, including trust REO gains in the consolidated statements of operations and comprehensive (loss) earnings ~~(loss)~~ for the nine months ended September 30, ~~2021.~~

~~(2)~~

~~Accounted for at net realizable value.~~2022.

~~Inclusive of gains from REO, total~~Total trust assets above reflect a net gain of ~~$104.6~~$9.2 million as a result of an increase in fair value ~~from securitized mortgage collateral~~related to the sale of $103.3 million and gains from REO of $1.3 million. Net losses on trust liabilities were $105.3 million as a result of the increase in fair value of securitized mortgage borrowings. As a result, other income—change in fair value of net trust assets, including trust REO gains decreased by $702 thousandour legacy securitization portfolio for the nine months ended September 30, ~~2021.~~2022.

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The table below reflects the net trust assets for the periods indicated as a percentage of total trust assets (residual interests in securitizations):


	September 30,			December 31,			September 30,			December 31,
	2021			2020			2022			2021
Net trust assets	$	20,242		$	16,712		$	—		$	27,868
Total trust assets		1,727,736			2,103,269			—			1,642,730
Net trust assets as a percentage of total trust assets		1.17	%		0.79	%		—	%		1.70	%

For the nine months ended September 30, 2021, the estimated fair value of the net trust assets increased as a percentage of total trust assets as result of decreased the investor yield requirements for certain securitized mortgage

~~Table of Contents~~

~~collateral and borrowings, as well as residual discount rates, as estimated bond prices have continued to improve and corresponding yields have decreased.~~

Since the consolidated and unconsolidated securitization trusts are nonrecourse to us, our economic risk is limited to our residual interests in these securitization trusts. Therefore, in the following table we have netted trust assets and trust liabilities to present these residual interests more simply. Our residual interests in securitizations are segregated between our single-family (SF) residential and multi-family (MF) residential portfolios and are represented by the difference between trust assets and trust liabilities.

The following tables present the estimated fair value of our residual interests, by securitization vintage year, and other related assumptions used to derive these values at September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


	Estimated Fair Value of Residual									Estimated Fair Value of Residual									Estimated Fair Value of Residual									Estimated Fair Value of Residual
	Interests by Vintage Year at									Interests by Vintage Year at									Interests by Vintage Year at									Interests by Vintage Year at
	September 30, 2021									December 31, 2020									September 30, 2022									December 31, 2021
Origination Year	SF			MF			Total			SF			MF			Total			SF			MF			Total			SF			MF			Total
2002-2003 (1)	$	10,632		$	653		$	11,285		$	8,575		$	524		$	9,099		$	—		$	—		$	—		$	13,167		$	722		$	13,889
2004		4,855			594			5,449			2,654			775			3,429			—			—			—			7,661			736			8,397
2005		395			128			523			58			68			126			—			—			—			851			442			1,293
2006		—			2,985			2,985			—			4,058			4,058			—			—			—			—			4,289			4,289
Total	$	15,882		$	4,360		$	20,242		$	11,287		$	5,425		$	16,712		$	—		$	—		$	—		$	21,679		$	6,189		$	27,868
Weighted avg. prepayment rate		10.9	%		13.4	%		11.1	%		10.1	%		13.3	%		10.3	%		—	%		—	%		—	%		15.4	%		15.3	%		15.4	%
Weighted avg. discount rate		13.0	%		13.4	%		13.1	%		17.4	%		18.0	%		17.6	%		—	%		—	%		—	%		11.8	%		11.6	%		11.7	%

(1)	2002-2003 vintage year includes CMO 2007-A, since the majority of the mortgages collateralized in this securitization were originated during this period.

~~We utilize~~Prior to the sale of the legacy securitization trusts, we utilized a number of assumptions to value securitized mortgage collateral, securitized mortgage borrowings and residual interests. These assumptions ~~include~~included estimated collateral default rates and loss severities (credit losses), collateral prepayment rates, forward interest rates and investor yields (discount rates). We ~~use~~used the same collateral assumptions for securitized mortgage collateral and securitized mortgage borrowings as the collateral assumptions to determine collateral cash flows which ~~are~~were used to pay interest and principal for securitized mortgage borrowings and excess spread, if any, to the residual interests. However, we ~~use~~used different investor yield (discount rate) assumptions for securitized mortgage collateral and securitized mortgage borrowings and the discount rate used for residual interests based on underlying collateral characteristics, vintage year, assumed risk and market participant assumptions.

~~The table below reflects the estimated future credit losses and investor yield requirements for trust assets by product (SF and MF) and securitization vintage at September 30, 2021:~~

Estimated Future

Investor Yield

Losses (1)

Requirement (2)


SF

MF

SF

MF

2002-2003

8
%
*
% (3)
5
%
10
%
2004

10

*
% (3)
4

5

2005

14

4

2

3

2006

11

*
(3)
3

5

2007

16

*
(3)
5

2

~~(1)~~

~~Estimated future losses derived by dividing future projected losses by UPB at September 30, 2021.~~

~~(2)~~

Investor yield requirements represent our estimate of the yield third-party market participants would require to price our trust assets and liabilities given our prepayment, credit loss and forward interest rate assumptions.

~~(3)~~

~~Represents less than 1%.~~

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Long-Term Mortgage Portfolio Credit Quality

Despite the sale of the legacy securitization portfolio in March 2022, we will remain as the master servicer with respect to all of the securitizations until such time that the deals are collapsed or payoff.

We use the Mortgage Bankers Association (MBA) method to define delinquency as a contractually required payment being 30 or more days past due. We measure delinquencies from the date of the last payment due date in which a payment was received. Delinquencies for loans 60 days delinquent or greater, foreclosures, ~~and~~ delinquent bankruptcies and REO were ~~$339.7~~$278.8 million, or ~~17.4%~~18.5%, of the long-term mortgage portfolio, at September 30, ~~2021~~2022 as compared to ~~$514.0~~$310.5 million or ~~20.9%~~17.3% at December 31, ~~2020.~~2021.

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The following table summarizes the gross UPB of loans in our ~~mortgage~~master servicing portfolio, ~~included in securitized mortgage collateral and REO,~~ that were 60 or more days delinquent (utilizing the MBA method) as of the periods indicated:

September 30,

Total

December 31,

Total

Securitized mortgage collateral

2021

Collateral

2020

Collateral

60 - 89 days delinquent

$
23,474

1.2
%
$
47,483

1.9
%
90 or more days delinquent

142,370

7.3

290,621

11.8

Foreclosures (1)

123,533

6.3

126,802

5.2

Delinquent bankruptcies (2)

50,353

2.6

49,069

2.0

Total 60 or more days delinquent

$
339,730

17.4
%
$
513,975

20.9
%
Total collateral

$
1,951,108

100.0
%
$
2,454,657

100.0
%


	September 30,		Total		December 31,		Total
Securitized mortgage collateral	2022		Collateral		2021		Collateral
60 - 89 days delinquent	$	19,550	1.3	%	$	21,086	1.2	%
90 or more days delinquent		90,639	6.0			147,387	8.2
Foreclosures (1)		92,560	6.1			89,181	5.0
Delinquent bankruptcies (2)		51,008	3.4			52,854	2.9
REO (3)		25,084	1.7			—	—
Total 60 or more days delinquent and REO	$	278,841	18.5	%	$	310,508	17.3	%
Total collateral	$	1,506,355	100.0	%	$	1,798,079	100.0	%

(1)	Represents properties in the process of foreclosure.

(2)	Represents bankruptcies that are 30 days or more delinquent.

(3)	Prior to the sale of the legacy securitization trusts in March 2022, REO was included in the consolidated trusts and was accounted for at NRV on the consolidated balance sheets.

At September 30, ~~2021,~~2022, mortgage loans 60 or more days delinquent (whether or not subject to forbearance), including REO, decreased ~~34%~~$31.7 million as compared to December 31, ~~2020. Delinquency~~2021. As a result of the sale of the legacy securitization trusts and ~~forbearance are taken into account as part~~related deconsolidation of ~~our credit loss assumptions when determining~~ the ~~estimated fair value of our residual interests. At~~trusts, including REO, we disclosed the REO within the master servicing portfolio at its UPB at September 30, 2021, residential loss assumptions for certain trusts decreased as compared to December 31, 2020. To the extent delinquencies and loans in forbearance increase in deals with residual fair value, the estimated fair value of our residual interests may decrease due to a reduction or delay in the timing of estimated cash flows.2022.

The following table summarizes the ~~gross securitized mortgage collateral~~master servicing portfolio and REO at NRV (prior to the sale), that were non-performing as of the dates indicated (excludes 60-89 days delinquent):


			Total				Total				Total				Total
	September 30,		Collateral		December 31,		Collateral		September 30,		Collateral		December 31,		Collateral
	2021		%		2020		%		2022		%		2021		%
90 or more days delinquent (including forbearances), foreclosures and delinquent bankruptcies	$	316,256	16.2	%	$	466,492	19.0	%
Real estate owned inside and outside trusts		3,364	0.2			3,173	0.1
90 or more days delinquent (including forbearances), REO, foreclosures and delinquent bankruptcies									$	259,291	17.2	%	$	289,422	16.1	%
Real estate owned inside trusts at NRV										—	—			3,479	0.2
Total non-performing assets	$	319,620	16.4	%	$	469,665	19.1	%	$	259,291	17.2	%	$	292,901	16.3	%

Non-performing assets consist of non-performing loans (mortgages that are 90 or more days delinquent, including loans in foreclosure and delinquent bankruptcies plus REO). It is our policy to place a mortgage loan on nonaccrual status when it becomes 90 days delinquent and to reverse from revenue any accrued interest, except for interest income on securitized mortgage collateral when the scheduled payment is received from the servicer. The servicers are required to advance principal and interest on loans within the securitization trusts to the extent the advances are considered recoverable. IFC, a subsidiary of IMH and master servicer, may be required to advance funds, or in most cases cause the loan servicers to advance funds, to cover principal and interest payments not received from borrowers depending on the status of their mortgages. ~~As of September 30, 2021, non-performing assets as a percentage~~

Prior to the sale of the total collateral was 16.4%. At December 31, 2020, non-performing assets to total collateral was 19.1%. Non-performing assets decreased by approximately $150.0 million at September 30, 2021 as compared to December 31, 2020. At September 30, 2021, the

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estimated fair value of non-performing assets was $58.7 million, or 2.8% of total assets. At December 31, 2020, the estimated fair value of non-performing assets was $135.0 million, or 5.7% of total assets.

legacy securitization trusts, REO, which ~~consists~~consisted of residential real estate acquired in satisfaction of loans, iswas carried at the lower of cost or net realizable value less estimated selling costs. Adjustments to the loan carrying value required at the time of foreclosure ~~are~~were included in the change in the fair value of net trust ~~assets.~~assets prior to the sale of the portfolio. Changes in our estimates of net realizable value subsequent to the time of foreclosure and through the time of ultimate disposition ~~are~~were recorded as change in fair value of net trust assets including trust REO gains ~~(losses)~~ in the consolidated statements of operations and comprehensive (loss) earnings ~~(loss).~~prior to the sale of the portfolio.

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For the three months ended September 30, 2022, no REO entries were recorded as the REO was a component of the sale of the legacy portfolio in March 2022. For the three and nine months ended September 30, 2021, we recorded a decrease of $269 thousand and an increase of $1.3 million in net realizable value of REO, ~~respectively, compared to an increase of $1.8 million and $5.0 million for the comparable 2020 periods.~~respectively. Increases and decrease of the net realizable value reflect the change in value of the REO subsequent to foreclosure date, but prior to the date of sale.

The following table presents the balances of REO:


	September 30,		December 31,		September 30,		December 31,
	2021		2020		2022		2021
REO	$	9,041	$	10,140	$	—	$	10,335
Impairment (1)		(5,677)		(6,967)		—		(6,856)
Ending balance	$	3,364	$	3,173	$	—	$	3,479
REO inside trusts	$	3,364	$	3,094	$	—	$	3,479
REO outside trusts		—		79		—		—
Total	$	3,364	$	3,173	$	—	$	3,479

(1)	Impairment represents the cumulative write-downs of net realizable value subsequent to foreclosure.

~~In calculating~~Prior to the sale of the legacy securitization trusts, we calculated the cash flows to assess the fair value of the securitized mortgage collateral, we ~~estimate~~estimated the future losses embedded in our loan portfolio. In evaluating the adequacy of these losses, management ~~takes~~took many factors into consideration. For instance, a detailed analysis of historical loan performance data iswas accumulated and reviewed. This data iswas analyzed for loss performance and prepayment performance by product type, origination year and securitization issuance. The data iswas also broken down by collection status. Our ~~estimate of~~estimated losses for these loans iswas developed by estimating both the rate of default of the loans and the amount of loss severity in the event of default. The rate of default iswas assigned to the loans based on their attributes (e.g., original loan-to-value, borrower credit score, documentation type, geographic location, etc.) and collection status. The rate of default iswas based on analysis of migration of loans from each aging category. The loss severity iswas determined by estimating the net proceeds from the ultimate sale of the foreclosed property. The results of that analysis ~~are~~were then applied to the current mortgage portfolio and an estimate iswas created. We believe that pooling of mortgages with similar characteristics iswas an appropriate methodology in which to evaluate the future loan losses.

Management recognizes that there are qualitative factors that must be taken into consideration when evaluating and measuring losses in the loan portfolios. These items include, but are not limited to, economic indicators that may affect the borrower’s ability to pay, changes in value of collateral, political factors, employment and market conditions, competitor’s performance, market perception, historical losses, and industry statistics. The assessment for losses iswas based on delinquency trends and prior loss experience and management’s judgment and assumptions regarding various matters, including general economic conditions and loan portfolio composition. Management continually ~~evaluates~~evaluated these assumptions and various relevant factors affecting credit quality and inherent losses.

4653

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Results of Operations

For the Three Months Ended September 30, ~~2021~~2022 compared to the Three Months Ended September 30, ~~2020~~2021

For the Three Months Ended September 30,




$

%

2021

2020

Change

Change

Revenues

$
19,818

$
19,478

$
340

2
%
Expenses

(19,797)

(16,118)

(3,679)

(23)

Net interest income

777

720

57

8

Change in fair value of long-term debt

(1,803)

(1,127)

(676)

(60)

Change in fair value of net trust assets, including trust REO gains (losses)

3,112

(1,349)

4,461

331

Income tax expense

(21)

(4)

(17)

(425)

Net earnings

$
2,086

$
1,600

$
486

30
%
Earnings per share available to common stockholders—basic

$
0.08

$
0.08

$
0.00

6
%
Earnings per share available to common stockholders—diluted

$
0.08

$
0.08

$
0.00

1
%


	For the Three Months Ended September 30,
					$		%
	2022		2021		Change		Change
(Expenses) Revenues	$	(161)	$	19,818	$	(19,979)	(101)	%
Expenses		(11,076)		(19,797)		8,721	44
Net interest (expense) income		(1,334)		777		(2,111)	(272)
Change in fair value of long-term debt		(435)		(1,803)		1,368	76
Change in fair value of net trust assets, including trust REO (losses) gains		—		3,112		(3,112)	(100)
Income tax expense		(7)		(21)		14	67
Net (loss) earnings	$	(13,013)	$	2,086	$	(15,099)	(724)	%
(Loss) earnings per share available to common stockholders—basic	$	(0.62)	$	0.08	$	(0.70)	(884)	%
(Loss) earnings per share available to common stockholders—diluted	$	(0.62)	$	0.08	$	(0.70)	(884)	%

For the Nine Months Ended September 30, ~~2021~~2022 compared to the Nine Months Ended September 30, ~~2020~~2021

For the Nine Months Ended September 30,






$

%

2021

2020

Change

Change

Revenues (losses)

$
51,381

$
(28,090)

$
79,471

283
%
Expenses

(60,711)

(61,349)

638

1

Net interest income

1,996

4,429

(2,433)

(55)

Change in fair value of long-term debt

638

3,701

(3,063)

(83)

Change in fair value of net trust assets, including trust REO losses

(702)

(4,596)

3,894

85

Income tax expense

(63)

(55)

(8)

(15)

Net loss

$
(7,461)

$
(85,960)

$
78,499

91
%
Loss per share available to common stockholders—basic

$
(0.37)

$
(4.05)

$
3.69

91
%
Loss per share available to common stockholders—diluted

$
(0.37)

$
(4.05)

$
3.69

91
%


	For the Nine Months Ended September 30,
					$		%
	2022		2021		Change		Change
Revenues	$	7,524	$	51,381	$	(43,857)	(85)	%
Expenses		(45,098)		(60,711)		15,613	26
Net interest (expense) income		(2,479)		1,996		(4,475)	(224)
Change in fair value of long-term debt		3,187		638		2,549	400
Change in fair value of net trust assets, including trust REO losses		9,248		(702)		9,950	1417
Income tax expense		(46)		(63)		17	27
Net loss	$	(27,664)	$	(7,461)	$	(20,203)	(271)	%
Loss per share available to common stockholders—basic	$	(1.34)	$	(0.37)	$	(0.97)	(265)	%
Loss per share available to common stockholders—diluted	$	(1.34)	$	(0.37)	$	(0.97)	(265)	%

(Expenses) Revenues

For the Three Months Ended September 30, ~~2021~~2022 compared to the Three Months Ended September 30, ~~2020~~2021


	For the Three Months Ended September 30,								For the Three Months Ended September 30,
					$		%						$		%
	2021		2020		Change		Change		2022		2021		Change		Change
Gain on sale of loans, net	$	19,608	$	19,261	$	347	2	%
Servicing expense, net		(124)		(125)		1	(1)
(Loss) gain on sale of loans, net									$	(682)	$	19,608	$	(20,290)	(103)	%
Servicing fees (expense), net										32		(124)		156	126
Real estate services fees, net		244		332		(88)	(27)			290		244		46	19
Gain (loss) on mortgage servicing rights, net		101		(133)		234	176
Other (expenses) revenues		(11)		143		(154)	(108)
Gain on mortgage servicing rights, net										196		101		95	94
Other revenues (expenses)										3		(11)		14	127
Total revenues	$	19,818	$	19,478	$	340	(2)	%	$	(161)	$	19,818	$	(19,979)	(101)	%

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~~Gain~~(Loss) gain on sale of loans, net. For the three months ended September 30, ~~2021,~~2022, gain on sale of loans, net was a loss of $682 thousand compared to a gain of $19.6 million ~~compared to $19.3 million~~ in the comparable ~~2020~~2021 period. The ~~increase~~decrease in gain on sale of loans, net was

~~Table of Contents~~

most notably due to a ~~$10.8~~$17.6 million ~~increase~~decrease in gain on sale of loans, a $5.7 million decrease in mark-to-market gains on LHFS, a $605 thousand increase in provision for repurchases, a $469 thousand decrease in realized and unrealized net gains on derivative financial instruments and a $246 thousand ~~increase~~decrease in premiums from servicing retained loan sales. Partially offsetting ~~the increase~~these decreases was a $4.3 million decrease in direct origination expenses.

The sharp and unexpected decline in gain on sale reflects the intense pressure on mortgage originations due to the dramatic collapse of ~~loans, net was~~the mortgage refinance market and the weakening mortgage purchase market, which has suffered from a ~~$4.7 million decrease in realized~~lack of housing inventory and ~~unrealized net losses on derivative financial instruments,~~ a ~~$2.9 million~~significant increase in ~~direct origination expenses, a $2.4 million decrease~~mortgage interest rates resulting in ~~mark-to-market gains on LHFS and a decrease in provision for repurchases of $658 thousand.~~

customer home purchase affordability issues. As previously discussed, ~~for the three months ended September 30, 2021,~~ the increase in ~~gain on sale~~interest rates which began in the fourth quarter of ~~loans, net was the result of our temporary suspension of lending activities during~~2021, caused a significant increase in credit spreads which accelerated into the second quarter and third quarters of ~~2020 due~~2022, resulting in a substantial over supply of low coupon originations causing a severe decline in margins and diminishing capital market distribution exits for originators reliant upon an aggregation execution model. To mitigate the risks associated with reduced distribution exits and extended settlement timelines, we began to pull back on production, significantly increasing the ~~uncertainty caused by~~pricing on our loan products as well as completely shifting to best-efforts delivery for non-agency production in the ~~pandemic.~~first quarter of 2022. As a result, origination volumes decreased significantly during the third quarter of 2022. For the three months ended September 30, ~~2021,~~2022, we originated and sold ~~$682.6~~$62.0 million and ~~$561.9~~$83.2 million of mortgage loans, respectively, as compared to ~~$418.5~~$682.6 million and ~~$303.1~~$563.1 million of loans originated and sold, respectively, during the same period in ~~2020.~~2021. During the ~~third quarter~~three months ended September 30, 2022, as a result of ~~2021,~~historically low volume our margins were ~~287~~(110) bps as compared to ~~175~~287 bps ~~for~~during the ~~second quarter of 2021 and 460 bps for the third quarter of 2020.~~

same period in 2021.

Servicing fees (expenses) ~~fees,~~, net. For the three months ended September 30, ~~2021,~~2022, servicing fees (expenses), net were ~~$124~~fees of $32 thousand compared to ~~$125~~an expense of $124 thousand in the comparable ~~2020~~2021 period. ~~Servicing expense~~The reduction in servicing expenses, net was ~~flat~~due to the increase in the average size of our mortgage servicing portfolio resulting in increased servicing fees as compared to the ~~same period in 2020 as a result~~third quarter of ~~the previous servicing sales in the second and third quarters of 2020 as well as our continued selective retention of GNMA mortgage servicing.~~2021. The ~~selective retention of servicing has increased the~~ servicing portfolio average balance increased 20% to ~~$58.5~~$70.1 million for the three months ended September 30, ~~2021~~2022 as compared to an average balance of ~~$275 thousand~~$58.5 million for the comparable period in ~~2020. Despite the increase in UPB of the~~2021. While we continue to selectively retain mortgage servicing, ~~portfolio,~~ we will continue to recognize aan immaterial amount of servicing ~~expense~~fees, net or servicing expenses, net related ~~to interim subservicing and other servicing costs due~~ to the small UPB of ~~our~~remaining servicing ~~portfolio.~~portfolio at September 30, 2022. During the three months ended September 30, ~~2021,~~2022, we had ~~$19.8 million in~~no servicing retained loan sales.

~~Loss~~Gain on mortgage servicing rights, net


	For the Three Months Ended September 30,								For the Three Months Ended September 30,
					$		%						$		%
	2021		2020		Change		Change		2022		2021		Change		Change
Gain (loss) on sale of mortgage servicing rights	$	143	$	(115)	$	258	224	%
Gain on sale of mortgage servicing rights									$	181	$	143	$	38	27	%
Changes in fair value:
Due to changes in valuation market rates, inputs or assumptions		7		—		7	n/a			42		7		35	500
Other changes in fair value:
Scheduled principal prepayments		(11)		—		(11)	n/a			(9)		(11)		2	18
Voluntary prepayments		(38)		(18)		(20)	(111)			(18)		(38)		20	53
Total changes in fair value	$	(42)	$	(18)	$	(24)	(133)		$	15	$	(42)	$	57	136

Gain (loss) on mortgage servicing rights, net	$	101	$	(133)	$	234	176	%
Gain on mortgage servicing rights, net									$	196	$	101	$	95	94	%

For the three months ended September 30, ~~2021,~~2022, gain ~~(loss)~~ on MSRs, net was a net gain of ~~$101~~$196 thousand compared to ~~a loss of $133~~$101 thousand in the comparable ~~2020~~2021 period. ~~The increase~~For the three months ended September 30, 2022, we recorded a $15 thousand gain from change in fair value of MSRs primarily due to changes in fair value associated with changes in market interest rates, inputs and assumptions partially offset by scheduled and voluntary prepayments. For the three months ended September 30, 2021, we recorded a $42 thousand loss from a change in fair value of MSRs primarily due to changes in

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scheduled and voluntary prepayments. Additionally, during the three months ended September 30, 2022, we recorded $181 thousand gain ~~(loss)~~ on sale of mortgage servicing rights, net ~~was primarily the~~as a result of the collection of holdbacks in excess of previously reserved for amounts on prior period mortgage servicing sales. For the three months ended September 30, 2021, we recorded a $42 thousand loss from change in fair value of MSRs primarily due to scheduled and voluntary prepayments. For the three months ended September 30, 2020, we recorded a $18 thousand loss from a change in fair value of MSRs primarily due to changes in fair value associated with changes in voluntary prepayments as a result of the interest rate environment.

Real estate services fees, net. For the three months ended September 30, ~~2021,~~2022, real estate services fees, net were ~~$244~~$290 thousand as compared to ~~$332~~$244 thousand in the comparable ~~2020~~2021 period. The ~~$88 thousand decrease was primarily~~real estate service fees increased slightly for the ~~result of a decrease~~three months ended September 30, 2022 as compared to the same period in ~~transactions associated with~~2021, however we expect the ~~long-term mortgage portfolio, which~~fees will decline over time as a result of a decrease in transactions related to the decline in the number of loans and the UPB of the long-term mortgage portfolio. Additionally, as previously noted, in March 2022, we sold our residual interest certificates, and assigned certain optional termination and loan purchase rights which entailed the entire legacy securitization portfolio within the long-term mortgage portfolio. As a result, it is our expectation that the real estate services fees generated from the long-term mortgage portfolio will continue to decline in future periods as the securitization trusts are called or collapsed by the purchaser.

Other ~~(expenses)~~ revenues. For the three months ended September 30, ~~2021,~~2022, other revenues were $3 thousand as compared to an expense of $11 thousand ~~as compared to revenues of $143 thousand~~ in the comparable ~~2020~~2021 period. The ~~$154~~$14 thousand ~~decrease~~increase in other revenues was primarily the result of a decrease in ~~contract underwriting performed during~~ the ~~second and third quarters~~mark-to-market adjustment of ~~2020, as a result of our~~

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~~pause in lending during 2020, as well as a decrease in~~ the cash surrender value associated with the corporate-owned life insurance trusts during the third quarter of ~~2021,~~2022 as ~~a result~~compared to the adjustment during the third quarter of ~~the payment of premiums.~~2021.

For the Nine Months Ended September 30, ~~2021~~2022 compared to the Nine Months Ended September 30, ~~2020~~2021

For the Nine Months Ended September 30,






$

%

2021

2020

Change

Change

Gain (loss) on sale of loans, net

$
50,432

$
(7,451)

$
57,883

777
%
Servicing (expenses) fees, net

(393)

3,733

(4,126)

(111)

Real estate services fees, net

932

1,018

(86)

(8)

Gain (loss) on mortgage servicing rights, net

102

(26,885)

26,987

100

Other revenues

308

1,495

(1,187)

(79)

Total revenues (expenses)

$
51,381

$
(28,090)

$
79,471

283
%


	For the Nine Months Ended September 30,
					$		%
	2022		2021		Change		Change
Gain on sale of loans, net	$	5,452	$	50,432	$	(44,980)	(89)	%
Servicing fees (expense), net		27		(393)		420	107
Real estate services fees, net		732		932		(200)	(21)
Gain on mortgage servicing rights, net		351		102		249	244
Other revenues		962		308		654	212
Total revenues	$	7,524	$	51,381	$	(43,857)	(85)	%

Gain ~~(loss)~~ on sale of loans, net. For the nine months ended September 30, ~~2021,~~2022, gain ~~(loss)~~ on sale of loans, net was ~~a gain of $50.4~~$5.5 million compared to ~~a loss of $(7.5)~~$50.4 million in the comparable ~~2020~~2021 period. The ~~increase~~decrease in gain on sale of loans, net was most notably due to a ~~$24.3~~$40.1 million ~~increase~~decrease in gain on sale of loans, a ~~$20.2~~$12.6 million increase in mark-to-market ~~gains~~losses on LHFS, a ~~$11.5~~$3.3 million ~~decrease in realized and unrealized net losses on derivative financial instruments and a $4.6 million decrease~~increase in provision for ~~repurchases.~~repurchases and a $413 thousand decrease in premiums from servicing retained loan sales. Partially offsetting ~~the increase~~these decreases in gain on sale of loans, net was a ~~$1.3~~$8.3 million decrease in ~~premiums from servicing retained loan sales~~direct origination expenses and a ~~$1.3~~$3.2 million increase in ~~direct origination expenses.~~ realized and unrealized net gains on derivative financial instruments.

As previously discussed, ~~for~~ the ~~nine months ended September 30,~~increase in interest rates which began in the fourth quarter of 2021, caused a significant increase in credit spreads which accelerated into the second and third quarters of 2022, resulting in a substantial ~~remarking~~over supply of ~~our NonQM loan portfolio held-for-sale as a result of spreads widening substantially on credit assets due to potential pandemic related payment delinquencies and forbearances,~~low coupon originations causing a severe decline in margins and diminishing capital market distribution exits for originators reliant upon an aggregation execution model. To mitigate the ~~values assigned by counterparties~~risks associated with reduced distribution exits and extended settlement timelines, we began to pull back on production, significantly increasing the pricing on our loan products as well as completely shifting to a best-efforts delivery for ~~NonQM assets, which resulted~~non-agency production in the first quarter of 2022. As a ~~significant loss~~ ~~on sale~~result, origination volumes decreased significantly during the first nine months of ~~loans, net.~~ 2022. For the nine months ended September 30, ~~2021,~~2022, we originated and sold ~~$2.1 billion~~$672.2 million and ~~$2.0 billion~~$950.9 million of mortgage loans, respectively, as compared to ~~$1.9~~$2.1 billion and ~~$2.5~~$2.0 billion of loans originated and sold, respectively, during the same period in ~~2020.~~2021. During the nine months ended September 30, ~~2021,~~2022, margins were ~~235~~81 bps as compared to ~~the negative margins~~235 bps during the same period in ~~2020 resulting in the aforementioned loss on sale of loans.~~2021.

Servicing ~~(expenses)~~ fees (expense), net. For the nine months ended September 30, ~~2021,~~2022, servicing ~~(expenses)~~ fees, net were an$27 thousand compared to a net expense of $393 thousand ~~compared to income of $3.7 million~~ in the comparable ~~2020~~2021 period. The ~~decrease~~reduction in servicing ~~fees,~~expenses, net was due to the ~~result of the sale of $4.2 billion in UPB of Freddie Mac and GNMA MSRs~~increase in the ~~second and third quarters of 2020. In addition, the substantial decrease in mortgage interest rates during 2020 caused a significant increase in runoff~~average size of our mortgage servicing portfolio ~~which combined with~~resulting in increased servicing fees as compared to the ~~servicing sales decreased~~same period in 2021. As a result, the servicing portfolio average balance ~~98%~~increased 53% to ~~$47.4~~$72.5 million for the nine months ended September 30, ~~2021~~2022 as compared to an average balance of ~~$2.2 billion~~$47.4 million for the comparable

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period in ~~2020. As a result of the~~2021. While we continue to selectively retain mortgage servicing, ~~sales in 2020,~~ we will continue to ~~see a reduction in~~recognize an immaterial amount of servicing fees, net ~~and recognize a~~or servicing ~~expense~~expenses, net related to interim subservicing and other servicing costs related to the small UPB of remaining servicing portfolio. During the nine months ended September 30, ~~2021,~~2022, we had ~~$39.6~~$4.5 million in servicing retained loan sales.

~~Table of Contents~~

~~Loss~~Gain on mortgage servicing rights, net


	For the Nine Months Ended September 30,							��	For the Nine Months Ended September 30,
					$		%						$		%
	2021		2020		Change		Change		2022		2021		Change		Change
Gain (loss) on sale of mortgage servicing rights	$	143	$	(4,925)	$	5,068	103	%
Gain on sale of mortgage servicing rights									$	281	$	143	$	138	97	%
Changes in fair value:
Due to changes in valuation market rates, inputs or assumptions		47		(17,683)		17,730	100			173		47		126	268
Other changes in fair value:
Scheduled principal prepayments		(37)		(497)		460	93			(35)		(37)		2	5
Voluntary prepayments		(51)		(3,780)		3,729	99			(68)		(51)		(17)	(33)
Total changes in fair value	$	(41)	$	(21,960)	$	21,919	100		$	70	$	(41)	$	111	271

Gain (loss) on mortgage servicing rights, net	$	102	$	(26,885)	$	26,987	100	%
Gain on mortgage servicing rights, net									$	351	$	102	$	249	244	%

For the nine months ended September 30, ~~2021,~~2022, gain ~~(loss)~~ on MSRs, net was a net gain of ~~$102~~$351 thousand compared to a net ~~loss~~gain of ~~$26.9 million~~$102 thousand in the comparable ~~2020~~2021 period. For the nine months ended September 30, ~~2021,~~2022, we recorded a ~~$47~~$173 thousand gain from a change in fair value of MSRs primarily due to changes in fair value associated with changes in market rates, inputs and assumptions partially offset by $103 thousand loss from scheduled and voluntary prepayments. For the nine months ended September 30, ~~2020,~~2021, we recorded an $88 thousand loss from voluntary and scheduled prepayments partially offset by a ~~$22.0 million loss~~$47 thousand gain from a change in fair value of MSRs primarily due to changes in fair value associated with changes in market interest rates, inputs and assumptions as well as voluntary and scheduled prepayments. As a result of the aforementioned decrease in interest rates during 2020, $21.5 million of the $22.0 million change in fair value of MSRs was due to prepayments, with $17.7 million primarily due to an increase in prepayment speed assumptions and $3.8 million due to voluntary prepayments.assumptions. Additionally, during the nine months ended September 30, ~~2021,~~2022, we recorded ~~$143~~$281 thousand gain on sale of mortgage servicing rights, net as a result of the collection of holdbacks in excess of previously reserved for amounts on prior period mortgage servicing sales.

Real estate services fees, net. For the nine months ended September 30, ~~2021,~~2022, real estate services fees, net were ~~$932~~$732 thousand as compared to ~~$1.0 million~~$932 thousand in the comparable ~~2020~~2021 period. The real estate service fees decreased ~~slightly~~ for the nine months ended September 30, ~~2021~~2022 as compared to the same period in ~~2020,~~2021, and will continue to decline over time as a result of a decrease in transactions related to the decline in the number of loans and the UPB of the long-term mortgage portfolio. Additionally, as previously noted, in March 2022, we sold our residual interest certificates, and assigned certain optional termination and loan purchase rights which entailed the entire legacy securitization portfolio within our long-term mortgage portfolio. As a result, it is our expectation that the real estate services fees generated from the long-term mortgage portfolio will continue to decline in future periods as the securitization trusts are called or collapsed by the purchaser.

Other revenues. For the nine months ended September 30, ~~2021,~~2022, other revenues were ~~$308~~$962 thousand as compared to ~~$1.5 million~~$308 thousand in the comparable ~~2020~~2021 period. The ~~$1.2 million decrease~~$654 thousand increase was primarily the result of an increase in the cash surrender value of the corporate-owned life insurance trusts during the first ~~nine months~~quarter of ~~2020,~~2022, as a result of the ~~payment~~application of ~~premiums.~~prior year investment gains which get applied at the annual renewal date in the first quarter of each fiscal year.

~~Expenses~~

~~For the Three Months Ended September 30, 2021 compared to the Three Months Ended September 30, 2020~~

For the Three Months Ended September 30,






$

%

2021

2020

Change

Change

Personnel expense

$
12,685

$
11,186

$
1,499

13
%
General, administrative and other

4,927

4,828

99

2

Business promotion

2,185

104

2,081

2001

Total expenses

$
19,797

$
16,118

$
3,679

23
%

Total expenses increased by $3.7 million, or 23%, to $19.8 million for the three months ended September 30, 2021, compared to $16.1 million for the comparable period in 2020. Personnel expense increased $1.5 million to $12.7 million for the three months ended September 30, 2021 as compared to the same period in 2020. The increase is related to an increase in originations during the third quarter of 2021 as well as the temporary pause in lending during 2020, which resulted in the furlough of certain employees and subsequent reduction in headcount. Although we

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~~continue to manage our headcount, pipeline and capacity to balance the risks inherent in an aggregation execution model, average headcount increased 20% for~~Expenses

For the three months ended September 30, ~~2021~~2022 as compared to the same period in 2020. In addition to the aforementioned increases in personnel expense, the increase is also the result of an industry wide escalation in the cost of production and operational talent, as well as the continued rebuild and expansion of our NonQM platform, which began in the fourth quarter of 2020. Personnel expense decreased to 186 bps of funding’s during the three months ended September 30, 2021 ~~as compared to 267 bps for the comparable 2020 period.~~


	For the Three Months Ended September 30,
					$		%
	2022		2021		Change		Change
Personnel expense	$	5,701	$	12,685	$	(6,984)	(55)	%
General, administrative and other		4,830		4,927		(97)	(2)
Business promotion		545		2,185		(1,640)	(75)
Total expenses	$	11,076	$	19,797	$	(8,721)	(44)	%

~~General, administrative and other~~Total expenses ~~increased~~decreased by $8.7 million, or 44%, to ~~$4.9~~$11.1 million for the three months ended September 30, ~~2021,~~2022, compared to ~~$4.8~~$19.8 million for the ~~same~~comparable period in ~~2020. The increase in general, administrative and other expenses was primarily due to a $96 thousand increase in data processing~~2021. Personnel expense a $45 thousand increase in insurance expense and a $41 thousand increase in occupancy expense. Partially offsetting the increase in general, administrative and other expenses was an $82 thousand decrease in other various general and administrative.

~~Business promotion expense increased $2.1~~decreased $7.0 million to ~~$2.2~~$5.7 million for the three months ended September 30, 2021 as compared to $104 thousand for the same period in the prior year. The increase in business promotion is partially related to an increase in originations during the third quarter of 2021 in an effort to target NonQM production in the retail channel, continue to expand production outside of California and maintain our lead volume. Although we continue to source leads through digital campaigns, which allows for a more cost effective approach, the competitiveness within the California market has driven up advertising costs.

~~For the Nine Months Ended September 30, 2021 compared to the Nine Months Ended September 30, 2020~~

For the Nine Months Ended September 30,






$

%

2021

2020

Change

Change

Personnel expense

$
39,574

$
39,624

$
(50)

(0)
%
General, administrative and other

15,991

18,418

(2,427)

(13)

Business promotion

5,146

3,307

1,839

56

Total expenses

$
60,711

$
61,349

$
(638)

(1)
%

Total expenses decreased by $638 thousand, or 1%, to $60.7 million for the nine months ended September 30, 2021, compared to $61.3 million for the comparable period in 2020. Personnel expense decreased $50 thousand to $39.6 million for the nine months ended September 30, 20212022 as compared to the same period in ~~2020. We continue~~2021. The decrease in personnel expense was primarily related to ~~rebuild our NonQM platform~~a reduction in variable compensation commensurate with reduced originations during the third quarter of 2022 as well as ~~balance the industry wide escalation~~reductions in ~~cost of production and operational talent~~headcount to support reduced volume as ~~we manage our headcount, pipeline and capacity~~compared to ~~balance the risks inherent in an aggregation execution model.~~2021. As a result, average headcount ~~was flat~~decreased 47% for the ~~nine~~three months ended September 30, ~~2021~~2022 as compared to the same period in ~~2020. Personnel expense decreased to 185 bps of funding’s during the nine months ended September 30, 2021 as compared to 205 bps for the comparable 2020 period.~~2021.

General, administrative and other expenses decreased $97 thousand to ~~$16.0~~$4.8 million for the ~~nine~~three months ended September 30, ~~2021,~~2022, as compared to ~~$18.4~~$4.9 million for the ~~same~~comparable period in ~~2020.~~2021. The $97 thousand decrease in general, administrative and other expenses was ~~primarily due to~~the result of a ~~$1.4 million decrease in premiums associated with the corporate-owned life insurance trusts liability, an $860~~$706 thousand decrease in professional fees, data processing, and general administrative and other ~~various general and administrative expenses, a $697 thousand decrease in occupancy~~ expense ~~partially due~~all related to ~~right of use (ROU) asset impairment during the first quarter of 2020 and~~ a reduction in ~~occupancy expense associated with~~fundings during the ~~impaired space.~~period. Partially offsetting the decrease in general administrative and other ~~expenses~~expense was a ~~$491~~$609 thousand increase in ~~insurance expense.~~legal fees primarily attributable to the Exchange Offer.

Business promotion expense ~~increased $1.8~~decreased $1.6 million to ~~$5.1 million~~$545 thousand for the ~~nine~~three months ended September 30, ~~2021~~2022 as compared to ~~$3.3~~$2.2 million for the same period in the prior year. Business promotion ~~had~~previously remained relatively low as a result of the favorable interest rate environment ~~which required~~requiring significantly less business promotion to source leads. Beginning in second quarter of 2021, we began to increase our marketing expenditures in an effort to more directly target NonQM production in the retail channel, ~~continue to~~ expand production expansion outside of California and maintain our lead volume as competition increased. As a result of the dislocation within the NonQM market as a result of the significant increase in interest rates, in the third quarter of 2022, we further reduced our marketing spend as we pulled back on our origination volumes to mitigate the aforementioned risks associated with the current environment. Although we continue to source leads through digital campaigns, which allows for a more cost effective approach, the recent competitiveness among other lenders for NonQM production within the California market has driven up advertising costs.

For the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021


	For the Nine Months Ended September 30,
					$		%
	2022		2021		Change		Change
Personnel expense	$	25,646	$	39,574	$	(13,928)	(35)	%
General, administrative and other		15,287		15,991		(704)	(4)
Business promotion		4,165		5,146		(981)	(19)
Total expenses	$	45,098	$	60,711	$	(15,613)	(26)	%

Total expenses decreased by $15.6 million, or 26%, to $45.1 million for the nine months ended September 30, 2022, compared to $60.7 million for the comparable period in 2021. Personnel expense decreased $13.9 million to $25.6 million for the nine months ended September 30, 2022 as compared to the same period in 2021. The

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decrease in personnel expense was primarily related to a reduction in variable compensation commensurate with reduced originations for the nine months ended September 30, 2022 as well as a reduction in headcount to support reduced volume as compared to the same period in 2021. As a result, average headcount decreased 29% for the nine months ended September 30, 2022 as compared to the same period in 2021.

General, administrative and other expenses decreased $704 thousand to $15.3 million for the nine months ended September 30, 2022, as compared to $16.0 million for the same period in 2021. The $704 thousand decrease in general, administrative and other expenses was the result of a $1.2 million decrease in data processing, professional fees and general administrative and other expense all related to a reduction in fundings during the period. Partially offsetting the decline in general, administrative and other expenses was a $227 thousand increase in legal fees associated with the aforementioned Exchange Offer, a $184 thousand increase in CAM expense related to a true up of prior and current year maintenance for the corporate headquarters, and a $123 thousand increase within occupancy expense as we recognized right of use (ROU) asset impairment related to the sublease of approximately 1,900 square feet of a floor within our corporate office.

Business promotion expense decreased $981 thousand to $4.2 million for the nine months ended September 30, 2022 as compared to $5.1 million for the same period in the prior year. Business promotion previously remained low as a result of prior quarters’ more favorable interest rate environment requiring significantly less business promotion to source leads. Beginning in second quarter of 2021, we began to increase our marketing expenditures in an effort to more directly target NonQM production in the retail channel, expand production expansion outside of California and maintain our lead volume as competition increased. As a result of the dislocation within the NonQM market as a result of the significant increase in interest rates, starting in the second quarter and continuing through the third quarter of 2022, we reduced our marketing spend as we pulled back on our origination volumes to mitigate the aforementioned risks associated with the current environment. Although we continue to source leads through digital campaigns, which allows for a more cost effective approach, the recent competitiveness among other lenders for NonQM production within the California market has driven up advertising costs.

Net Interest (Expense) Income

We earn net interest income primarily from mortgage assets, which include securitized mortgage collateral (prior to the sale in March 2022) and loans held-for-sale, or collectively, “mortgage assets,” and, to a lesser extent, interest income earned on cash and cash equivalents. Interest expense is primarily interest paid on borrowings secured by mortgage assets, which include securitized mortgage borrowings (prior to the sale in March 2022) and warehouse borrowings and to a lesser extent, interest expense paid on long-term debt, Convertible Notes ~~MSR financing~~ and corporate-owned life insurance trusts. Interest income and interest expense during the period primarily represents the effective yield, based on the fair value of the trust assets and liabilities.

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The following table summarizes average balance, interest and weighted average yield on interest-earning assets and interest-bearing liabilities, for the periods indicated.


	For the Three Months Ended September 30,												For the Three Months Ended September 30,
	2021						2020						2022						2021
	Average						Average						Average						Average
	Balance		Interest		Yield		Balance		Interest		Yield		Balance		Interest		Yield		Balance		Interest		Yield
ASSETS
Securitized mortgage collateral	$	1,791,398	$	15,704	3.51	%	$	2,215,408	$	25,387	4.58	%	$	—	$	—	—	%	$	1,791,398	$	15,704	3.51	%
Mortgage loans held-for-sale		174,331		1,491	3.42			72,441		563	3.11			25,834		427	6.61			174,331		1,491	3.42
Other		42,862		2	0.02			46,355		15	0.13
Other (1)														51,761		228	1.76			42,862		2	0.02
Total interest-earning assets	$	2,008,591	$	17,197	3.42	%	$	2,334,204	$	25,965	4.45	%	$	77,595	$	655	3.38	%	$	2,008,591	$	17,197	3.42	%
LIABILITIES
Securitized mortgage borrowings	$	1,777,359	$	13,504	3.04		$	2,202,329	$	23,138	4.20	%	$	—	$	—	—		$	1,777,359	$	13,504	3.04	%
Warehouse borrowings		168,153		1,447	3.44			50,442		426	3.38			21,154		341	6.45			168,153		1,447	3.44
MSR financing facilities		—		—	—			73		1	5.48
Long-term debt		45,679		1,003	8.78			42,323		908	8.58			34,577		1,242	14.37			45,679		1,003	8.78
Convertible notes		20,000		350	7.00			24,880		558	8.97			15,000		262	6.99			20,000		350	7.00
Other		12,836		116	3.61			12,303		214	6.96
Other (2)														13,302		144	4.33			12,836		116	3.61
Total interest-bearing liabilities	$	2,024,027	$	16,420	3.25	%	$	2,332,350	$	25,245	4.33	%	$	84,033	$	1,989	9.47	%	$	2,024,027	$	16,420	3.25	%
Net interest spread (1)			$	777	0.17	%			$	720	0.12	%
Net interest margin (2)					0.15	%					0.12	%
Net interest (expense) spread (3)															$	(1,334)	(6.09)	%			$	777	0.17	%
Net interest margin (4)																	(6.88)	%					0.15	%

(1)	Included in other assets is cash and cash equivalents.

(2)	Included in other liabilities is the corporate owned life insurance trust liability.

(3)	Net interest spread is calculated by subtracting the weighted average yield on interest-bearing liabilities from the weighted average yield on interest-earning assets.

~~(2)~~(4)

Net interest margin is calculated by dividing net interest spread by total average interest-earning assets.

Net interest spread income ~~increased $57 thousand~~decreased $2.1 million for the three months ended September 30, ~~2021~~2022 primarily attributable to a decrease in the net interest spread income on the securitized mortgage collateral and securitized mortgage borrowings as a result of aforementioned sale during the first quarter of 2022, an increase in interest expense on the ~~convertible notes~~long-term debt and ~~a decrease~~an increase in interest expense on the corporate-owned life insurance trusts (within other liabilities). Offsetting the ~~increase~~decrease in net interest (expense) spread income was an increase in interest ~~expense~~income on ~~the long-term debt, a decrease~~cash deposits, an increase in the net interest spread income between loans held-for-sale and their related warehouse borrowings (a positive spread of 16 bps for the three months ended September 30, 2022 as compared to a negative spread of 2 bps for the same period in the prior year) as well as a reduction in interest expense on the convertible notes. As a result, the net interest margin decreased to (6.88)% for the three months ended September 30, 2022 from 0.15% for the three months ended September 30, 2021.

Due to the aforementioned sale and transfer of the legacy securitization portfolio during the first quarter of 2022, we deconsolidated the securitized mortgage trust assets and liabilities as of the sale date as we were no longer the primary beneficiary of the residual interests in the securitization trusts. As a result, we no longer recognize interest income or expense related to the legacy securitization portfolio. The sale and transfer of the legacy securitization portfolio resulted in a $2.2 million reduction in net interest income during the third quarter of 2022 as compared to the third quarter of 2021. During the three months ended September 30, 2022, the yield on interest-earning assets decreased to 3.38% from 3.42% in the comparable 2021 period. The yield on interest-bearing liabilities increased to 9.47% for the three months ended September 30, 2022 from 3.25% for the comparable 2021 period. In connection with the fair value accounting for securitized mortgage collateral and borrowings (in prior periods) and long-term debt, interest income and interest expense are recognized using effective yields based on estimated fair values for these instruments.

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	For the Nine Months Ended September 30,
	2022						2021
	Average						Average
	Balance		Interest		Yield		Balance		Interest		Yield
ASSETS
Securitized mortgage collateral	$	351,684	$	10,772	4.08	%	$	1,930,379	$	45,404	3.14	%
Mortgage loans held-for-sale		103,508		3,619	4.66			170,521		4,017	3.14
Other (1)		51,438		312	0.81			48,909		8	0.02
Total interest-earning assets	$	506,630	$	14,703	3.87	%	$	2,149,809	$	49,429	3.07	%
LIABILITIES
Securitized mortgage borrowings	$	346,358	$	9,575	3.69	%	$	1,917,371	$	38,898	2.70	%
Warehouse borrowings		96,734		2,965	4.09			164,496		4,176	3.38
Long-term debt		40,810		3,350	10.95			45,283		2,968	8.74
Convertible notes		17,344		913	7.02			20,000		1,050	7.00
Other (2)		13,185		379	3.83			12,721		341	3.57
Total interest-bearing liabilities	$	514,431	$	17,182	4.45	%	$	2,159,871	$	47,433	2.93	%
Net interest (expense) spread (3)			$	(2,479)	(0.58)	%			$	1,996	0.14	%
Net interest margin (4)					(0.65)	%					0.12	%

(1)	Included in other assets is cash and cash equivalents.

(2)	Included in other liabilities is the corporate owned life insurance trust liability.

(3)	Net interest spread is calculated by subtracting the weighted average yield on interest-bearing liabilities from the weighted average yield on interest-earning assets.

(4)	Net interest margin is calculated by dividing net interest spread by total average interest-earning assets.

Net interest spread income decreased $4.5 million for the nine months ended September 30, 2022 primarily attributable to a decrease in the net interest spread income on the securitized mortgage collateral and securitized mortgage ~~borrowings.~~borrowings, an increase in interest expense on the long-term debt and an increase in interest expense on the corporate-owned life insurance trusts (within other liabilities). Offsetting the decrease in net interest (expense) spread income was an increase in the net interest spread income between loans held-for-sale and their related warehouse borrowings (a positive spread of 57 bps for the nine months ended September 30, 2022 as compared to a negative spread of 24 bps for the same period in the prior year), an increase in interest income on cash deposits as well as a reduction in interest expense on the convertible notes. As a result, the net interest margin ~~increased~~decreased to ~~0.15%~~(0.65)% for the ~~three~~nine months ended September 30, ~~2021~~2022 from 0.12% for the ~~three~~nine months ended September 30, ~~2020.~~2021.

~~During~~Due to the ~~three~~aforementioned sale and transfer of the legacy securitization portfolio during the first quarter of 2022, we deconsolidated the securitized mortgage trust assets and liabilities as of the sale date as we were no longer the primary beneficiary of the residual interests in the securitization trusts. As a result, we no longer recognize interest income or expense related to the legacy securitization portfolio. The sale and transfer of the legacy securitization portfolio resulted in a $5.3 million reduction in net interest income for the nine months ended September 30, ~~2021,~~2022 as compared to the same period in 2021. During the nine months ended September 30, 2022, the yield on interest-earning assets ~~decreased~~increased to ~~3.42%~~3.87% from ~~4.45%~~3.07% in the comparable ~~2020~~2021 period. The yield on interest-bearing liabilities ~~decreased~~increased to ~~3.25%~~4.45% for the ~~three~~nine months ended September 30, ~~2021~~2022 from ~~4.33%~~2.93% for the comparable ~~2020~~2021 period. In connection with the fair value accounting for securitized mortgage collateral and borrowings and long-term debt, interest income and interest expense are recognized using effective yields based on estimated fair values for these instruments. The decrease in yield for securitized mortgage collateral and securitized mortgage borrowings is primarily related to an increase in prices on mortgage-backed bonds which resulted in a decrease in yield as compared to the previous period.

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For the Nine Months Ended September 30,

2021

2020


Average





Average




Balance

Interest

Yield

Balance

Interest

Yield

ASSETS

Securitized mortgage collateral

$
1,930,379

$
45,404

3.14
%
$
2,326,923

$
87,034

4.99
%
Mortgage loans held-for-sale

170,521

4,017

3.14

316,394

10,758

4.53

Other

48,909

8

0.02

49,877

101

0.27

Total interest-earning assets

$
2,149,809

$
49,429

3.07
%
$
2,693,194

$
97,893

4.85
%
LIABILITIES

Securitized mortgage borrowings

$
1,917,371

$
38,898

2.70
%
$
2,315,519

$
80,420

4.63
%
Warehouse borrowings

164,496

4,176

3.38

286,938

8,188

3.80

MSR financing facilities

—

—

—

4,037

119

3.93

Long-term debt

45,283

2,968

8.74

42,428

2,896

9.10

Convertible notes

20,000

1,050

7.00

24,958

1,554

8.30

Other

12,721

341

3.57

7,749

287

4.94

Total interest-bearing liabilities

$
2,159,871

$
47,433

2.93
%
$
2,681,629

$
93,464

4.65
%
Net interest spread (1)

$
1,996

0.14
%

$
4,429

0.20
%
Net interest margin (2)

0.12
%

0.22
%

~~(1)~~

~~Net interest spread is calculated by subtracting the weighted average yield on interest-bearing liabilities from the weighted average yield on interest-earning assets.~~

~~(2)~~

~~Net interest margin is calculated by dividing net interest spread by total average interest-earning assets.~~

Net interest spread income decreased $2.4 million for the nine months ended September 30, 2021 primarily attributable to a decrease in the net interest spread income between loans held-for-sale and their related warehouse borrowings (a negative spread of 24 bps for the nine months ended September 30, 2021 as compared to a positive spread of 73 bps for the same period in the prior year), an increase in interest expense on the corporate-owned life insurance trusts (within other liabilities), a decrease in the net interest spread income on the securitized mortgage collateral and securitized mortgage borrowings and an increase in interest expense on the long-term debt. Offsetting the decrease in net interest spread income was a decrease in interest expense on the convertible notes and MSR financing facilities. As a result, the net interest margin decreased to 0.12% for the nine months ended September 30, 2021 from 0.22% for the nine months ended September 30, 2020.

During the nine months ended September 30, 2021, the yield on interest-earning assets decreased to 3.07% from 4.85% in the comparable 2020 period. The yield on interest-bearing liabilities decreased to 2.93% for the nine months ended September 30, 2021 from 4.65% for the comparable 2020 period. In connection with the fair value accounting for securitized mortgage collateral and borrowings and long-term debt, interest income and interest expense are recognized using effective yields based on estimated fair values for these instruments. The decrease in yield for securitized mortgage collateral and securitized mortgage borrowings is primarily related to an increase in prices on mortgage-backed bonds which resulted in a decrease in yield as compared to the previous period.

Change in the fair value of long-term debt.

Long-term debt (consisting of junior subordinated notes) is measured based upon an internal analysis, which considers our own credit risk and discounted cash flow analyses. Improvements in our financial results and financial condition in the future could result in additional increases in the estimated fair value of the long-term debt, while deterioration in financial results and financial condition could result in a decrease in the estimated fair value of the long-term debt.

During the three months ended September 30, 2022, the fair value of long-term debt decreased by $2.6 million to $33.3 million from $35.9 million at June 30, 2022. The decrease in estimated fair value was the result of a $3.3 million change in the instrument specific credit risk primarily the result of an increase in the discount rate associated with the

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Company’s risk profile partially offset by a $435 thousand change in the market specific credit risk as a result of an increase in the risk free rate component of the discount rate and forward LIBOR curve as compared to the second quarter of 2022, partially offset by a $287 thousand increase due to accretion. During the nine months ended September 30, 2022, the fair value of long-term debt decreased by $13.3 million to $33.3 million from $46.5 million at December 31, 2021. The decrease in estimated fair value was the result of an $11.1 million change in the instrument specific credit risk primarily the result of an increase in the discount rate associated with the Company’s risk profile, a $3.2 million change in the market specific credit risk as a result of an increase in the risk free rate component of the discount rate and forward LIBOR curve during 2022, partially offset by a $1.0 million increase due to accretion.

During the three months ended September 30, 2021, the fair value of long-term debt increased by $1.6 million to $46.5 million from $44.9 million June 30, 2021. The increase in estimated fair value was the result of a $1.8 million change in the market specific credit risk as a result of a decrease in the risk free rate component of the discount rate as compared to the second quarter of 2021 and a $386 thousand increase due to accretion, partially offset by a $631 thousand change in the instrument specific credit risk. During the nine months ended September 30, 2021, the fair value of long-term debt increased by $2.1 million to $46.5 million from $44.4 million at December 31, 2020. The increase in estimated

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fair value was the result of a $1.6 million change in the instrument specific credit risk and a $1.1 million increase due to accretion, partially offset by a $638 thousand change in the market specific credit risk as a result of an increase in the risk free rate component of the discount rate as compared to the fourth quarter of 2020.

During the three months ended September 30, 2020, the fair value of the long-term debt increased $1.0 million to $42.8 million from $41.8 million at June 30, 2020. The increase in estimated fair value was the result of a $1.1 million change in the market specific credit risk as a result of an increase in the forward LIBOR curve as compared to the second quarter of 2020, as well as a $259 thousand increase due to accretion partially offset by a reduction of $362 thousand change in the instrument specific credit risk. During the nine months ended September 30, 2020, the fair value of long-term debt decreased by $2.6 million to $42.8 million from $45.4 million at December 31, 2019. The decrease in estimated fair value was the result of a $3.7 million change in the market specific credit risk as a result of a decrease in the forward LIBOR curve as compared to the fourth quarter of 2019 partially offset by an $525 thousand change in the instrument specific credit risk and a $577 thousand increase due to accretion.

Change in fair value of net trust assets, including trust REO ~~losses~~gains (losses)


	For the Three Months Ended				For the Nine Months Ended				For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Change in fair value of net trust assets, excluding REO	$	3,381	$	(3,143)	$	(1,991)	$	(9,555)	$	—	$	3,381	$	9,248	$	(1,991)
(Losses) gains from REO		(269)		1,794		1,289		4,959
Gains (losses) from REO										—		(269)		—		1,289
Change in fair value of net trust assets, including trust REO gains (losses)	$	3,112	$	(1,349)	$	(702)	$	(4,596)	$	—	$	3,112	$	9,248	$	(702)

The decrease in change in fair value of net trust assets, including trust REO (residual interests in securitizations) for the three months ended September 30, 2022 was due to the aforementioned sale and transfer of the legacy securitization portfolio during the first quarter of 2022.

The change in fair value related to our net trust assets (residual interests in securitizations) was a gain of $9.2 million for the nine months ended September 30, 2022. As previously noted, in March 2022, we sold our residual interest certificates, and assigned certain optional termination and loan purchase rights which entails the entire legacy securitization portfolio within our long-term mortgage portfolio. As a result, in March 2022, we recorded a $9.2 million increase in fair value, net of $277 thousand in transaction costs related to the transfer of the legacy securitization portfolio.

The change in fair value related to our net trust assets (residual interests in securitizations) was a gain of $3.1 million for the three months ended September 30, 2021. The change in fair value of net trust assets, excluding REO was due to $3.4 million in gains from changes in fair value of securitized mortgage borrowings and securitized mortgage collateral as a result of a decrease in residual discount rates as estimated bond prices have continued to improve and corresponding yields have decreased, partially offset by an increase in loss assumptions on certain trusts. Additionally, the NRV of REO decreased $269 thousand during the period attributed to higher ~~expected loss severities on properties within certain states held in the long-term mortgage portfolio during the period.~~

The change in fair value related to our net trust assets (residual interests in securitizations) was a loss of $1.3 million for the three months ended September 30, 2020. The change in fair value of net trust assets, excluding REO was due to $3.1 million in losses from changes in fair value of securitized mortgage borrowings and securitized mortgage collateral as a result of increases in loss assumptions on certain trusts during the period partially offset by a decrease in forward LIBOR. Additionally, the NRV of REO increased $1.8 million during the period attributed to lower expected loss severities on properties within certain states held in the long-term mortgage portfolio during the period.

The change in fair value related to our net trust assets (residual interests in securitizations) was a loss of $0.7 million for the nine months ended September 30, 2021. The change in fair value of net trust assets, excluding REO was due to $2.0 million in losses from changes in fair value of securitized mortgage borrowings and securitized mortgage collateral as a result of cash received during the period and an increase in forward LIBOR, as compared to December 2020, offset by gains from changes in fair value of securitized mortgage borrowings and securitized mortgage collateral as a result of a decrease in residual discount rates as estimated bond prices have continued to improve and corresponding yields have decreased. The NRV of REO increased $1.3 million during the period which partially offset the change in fair value

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of the net trust assets, excluding REO. The increase in NRV of REO was attributed to lower expected loss severities on properties within certain states held in the long-term mortgage portfolio during the period.

~~The change in fair value related to our net trust assets (residual interests in securitizations) was a loss of $4.6 million for~~Income Taxes

For the three and nine months ended September 30, 2020. The change in fair value of net trust assets, excluding REO was due to $9.6 million in losses from changes in fair value of securitized mortgage borrowings and securitized mortgage collateral as a result of increases in loss assumptions on certain trusts during the period partially offset by a decrease in forward LIBOR. Additionally, the NRV of REO increased $5.0 million during the period attributed to lower expected loss severities on properties within certain states held in the long-term mortgage portfolio during the period.

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~~Income Taxes~~

~~For the quarter ended September 30, 2021,~~2022, we recorded income tax expense of approximately $7 thousand and $46 thousand, respectively, which was the result of state income taxes from states where the Company does not have net operating loss (NOL) carryforwards or state minimum taxes. For the three and nine months ended September 30, 2021, the Company recorded income tax expense of approximately $21 thousand and $63 thousand, respectively, which was the result of applying 1) the calculated annual effective tax rate (ETR) against the year to date net loss, and 2) the discrete method in jurisdictions where ~~we meet~~the Company meets an exception to using ETR. ~~Income tax expense of $63 thousand for the nine months ended September 30, 2021 was primarily driven by state income taxes from states where we do not have net operating loss (NOL) carryforwards.~~ The net deferred tax assets (DTA) were fully reserved for at September 30, ~~2021,~~2022, consistent with December 31, 2020. Tax expense for the three and nine months ended September 30, 2020 of $4 thousand and $55 thousand, respectively, was primarily the result of state income taxes from states where the Company does not have NOL carryforwards or state minimum taxes. 2021.

As of December 31, ~~2020,~~2021, we had estimated NOL carryforwards of approximately ~~$609.3~~$623.5 million. Federal NOL carryforwards begin to expire in 2027. Included in the estimated NOL carryforward is $65.9 million of NOLs with an indefinite carryover period. As of December 31, ~~2020,~~2021, we had estimated California NOL carryforwards of approximately ~~$420.3~~$435.2 million, which begin to expire in 2028. We may not be able to realize the maximum benefit due to the nature and tax entities that hold the NOL.

Results of Operations by Business Segment

We have three primary operating segments: Mortgage Lending, Long-Term Mortgage Portfolio and Real Estate Services. Unallocated corporate and other administrative costs, including the cost associated with being a public company, are presented in Corporate. Segment operating results are as follows:

Mortgage Lending


	For the Three Months Ended September 30,								For the Three Months Ended September 30,
					$		%						$		%
	2021		2020		Change		Change		2022		2021		Change		Change
Gain on sale of loans, net	$	19,608	$	19,261	$	347	2	%
Servicing expense, net		(124)		(125)		1	1
Gain (loss) on mortgage servicing rights, net		101		(133)		234	176
(Loss) gain on sale of loans, net									$	(682)	$	19,608	$	(20,290)	(103)	%
Servicing fees (expense), net										32		(124)		156	126
Gain on mortgage servicing rights, net										196		101		95	94
Total revenues		19,585		19,003		582	3			(454)		19,585		(20,039)	(102)

Other income		46		283		(237)	(84)			315		46		269	585

Personnel expense		(11,096)		(9,430)		(1,666)	(18)			(4,427)		(11,096)		6,669	60
Business promotion		(2,183)		(104)		(2,079)	(1,999)			(545)		(2,183)		1,638	75
General, administrative and other		(1,803)		(1,750)		(53)	(3)			(1,242)		(1,803)		561	31
Earnings before income taxes	$	4,549	$	8,002	$	(3,453)	(43)	%
(Loss) earnings before income taxes									$	(6,353)	$	4,549	$	(10,902)	(240)	%

For the three months ended September 30, ~~2021,~~2022, (loss) gain on sale of loans, net was a loss of $682 thousand compared to a gain of $19.6 million ~~compared to $19.3 million~~ in the comparable ~~2020~~2021 period. The ~~increase~~decrease in gain on sale of loans, net was most notably due to a ~~$10.8~~$17.6 million ~~increase~~decrease in gain on sale of loans, a $5.7 million decrease in mark-to-market gains on LHFS, a $605 thousand increase in provision for repurchases, a $469 thousand decrease in realized and unrealized net gains on derivative financial instruments and a $246 thousand ~~increase~~decrease in premiums from servicing retained loan sales. Partially offsetting ~~the increase~~these decreases was a $4.3 million decrease in direct origination expenses.

customer home purchase affordability issues. As previously discussed, ~~for the three months ended September 30, 2021,~~ the increase in ~~gain on sale of loans, net was~~interest rates which began in the ~~result of our temporary suspension of lending activities during the second~~fourth quarter of ~~2020 due to the uncertainty caused by the pandemic. For the three months ended September 30,~~ 2021, ~~we originated and sold $682.6 million and $561.9 million, respectively, as compared to $418.5 million and $303.1 million of loans originated and sold, respectively,~~

5563

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caused a significant increase in credit spreads which accelerated into the second quarter and third quarter of 2022, resulting in a substantial over supply of low coupon originations causing a severe decline in margins and diminishing capital market distribution exits for originators reliant upon an aggregation execution model. To mitigate the risks associated with reduced distribution exits and extended settlement timelines, we began to pull back on production, significantly increasing the pricing on our loan products as well as completely shifting to best-efforts delivery for non-agency production in the first quarter of 2022. As a result, origination volumes decreased significantly during the third quarter of 2022. For the three months ended September 30, 2022, we originated and sold $62.0 million and $83.2 million of mortgage loans, respectively, as compared to $682.6 million and $563.1 million of loans originated and sold, respectively, during the same period in ~~2020.~~2021. During the ~~third quarter~~three months ended September 30, 2022, as a result of ~~2021,~~historically low volume our margins were ~~287~~(110) bps as compared to ~~175~~287 bps ~~for~~during the ~~second quarter of 2021 and 460 bps for the third quarter of 2020.~~ same period in 2021.

For the three months ended September 30, ~~2021,~~2022, servicing ~~expenses,~~fees (expenses), net were ~~$124~~fees of $32 thousand compared to an ~~$125~~expense of $124 thousand in the comparable ~~2020~~2021 period. ~~Servicing expense~~The reduction in servicing expenses, net was ~~flat~~due to the increase in the average size of our mortgage servicing portfolio resulting in increased servicing fees as compared to the ~~same period in 2020 as a result~~third quarter of ~~the previous servicing sales in the second and third quarters of 2020 as well as our continued selective retention of GNMA mortgage servicing.~~2021. The ~~selective retention of servicing has increased the~~ servicing portfolio average balance increased 20% to ~~$58.5~~$70.1 million for the three months ended September 30, ~~2021~~2022 as compared to an average balance of ~~$275 thousand~~$58.5 million for the comparable period in ~~2020. Despite the increase in UPB of the~~2021. While we continue to selectively retain mortgage servicing, ~~portfolio,~~ we will continue to recognize aan immaterial amount of servicing ~~expense~~fees, net or servicing expenses, net related ~~to interim subservicing and other servicing costs due~~ to the small UPB of ~~our~~remaining servicing ~~portfolio.~~portfolio at September 30, 2022. During the three months ended September 30, ~~2021,~~2022, we had ~~$19.8 million in~~no servicing retained loan sales.

For the three months ended September 30, ~~2021,~~2022, gain ~~(loss)~~ on MSRs, net was a net gain of ~~$101~~$196 thousand compared to ~~a net loss of $133~~$101 thousand in the comparable ~~2020~~2021 period. ~~The increase~~For the three months ended September 30, 2022, we recorded a $15 thousand gain from change in fair value of MSRs primarily due to changes in fair value associated with changes in market interest rates, inputs and assumptions partially offset by scheduled and voluntary prepayments. For the three months ended September 30, 2021, we recorded a $42 thousand loss from a change in fair value of MSRs primarily due to changes in scheduled and voluntary prepayments. Additionally, during the three months ended September 30, 2022, we recorded $181 thousand gain ~~(loss)~~ on sale of mortgage servicing rights, net ~~was primarily the~~as a result of the collection of holdbacks in excess of previously reserved for amounts on prior period mortgage servicing sales. For the three months ended September 30, 2021, we recorded a $42 thousand loss from change in fair value of MSRs primarily due to scheduled and voluntary prepayments. For the three months ended September 30, 2020, we recorded a $18 thousand loss from a change in fair value of MSRs primarily due to changes in fair value associated with changes in voluntary prepayments as a result of the interest rate environment.

For the three months ended September 30, ~~2021,~~2022, other income ~~decreased~~increased to ~~$46~~$315 thousand as compared to ~~income of $283~~$46 thousand in the comparable ~~2020~~2021 period. The ~~$237~~$269 thousand ~~decrease~~increase in other income was primarily due to a ~~$133~~$224 thousand ~~decrease~~increase in ~~contract underwriting performed during~~interest income on cash deposits due to the ~~second and third quarters of 2020,~~increase in interest rates as well as a ~~result of our pause~~$42 thousand increase in ~~lending during 2020 and a $93 thousand decrease net~~ interest spread between loans held-for-sale and their related warehouse borrowings during the three months ended September 30, ~~2021~~2022 as compared to the comparable period in ~~2020.~~2021. As a result of the ~~low~~increase in interest ~~rate environment~~rates which began in the ~~first~~fourth quarter of ~~2020,~~2021, as well as our efforts to increase the ~~base~~weighted average coupon on our production, we have positive net interest carry on our originations as the note rates ~~for~~on the underlying mortgage loans financed in most ofinstances was greater than the financing rates on our warehouse lines of credit ~~have hit their floor, which is greater than~~financing the ~~note rate on~~originations, as compared to negative spread for the ~~underlying mortgage loan financed~~same period in ~~some instances, resulting in a reduction to net interest spread.~~the prior year.

Personnel expense ~~increased $1.7~~decreased $6.7 million to ~~$11.1~~$4.4 million for the three months ended September 30, ~~2021~~2022 as compared to the same period in ~~2020.~~2021. The ~~increase~~decrease in personnel expense is primarily related to ~~an increase~~a reduction in variable compensation commensurate with reduced originations during the third quarter of ~~2021~~2022 as well as ~~the temporary pause~~a reduction in ~~lending during 2020, which resulted~~headcount to support reduced volume as compared to 2021. As a result, average headcount decreased 58% in the furlough of certain employees and subsequent reduction in headcount. Although we continue to manage our headcount, pipeline and capacity to balance the risks inherent in an aggregation execution model, average headcount increased 26%mortgage lending segment for the three months ended September 30, ~~2021~~2022 as compared to the same period in 2020. In addition to the aforementioned increases in personnel expense, the increase is also the result of an industry wide escalation in the cost of production and operational talent, as well as the continued rebuild and expansion of our NonQM platform, which began in the fourth quarter of 2020. Personnel expense in the mortgage lending segment decreased to 162 bps of funding’s during the three months ended September 30, 2021 as compared to 225 bps for the comparable 2020 period.2021.

Table of Contents

Business promotion expense ~~increased $2.1~~decreased $1.6 million to ~~$2.2 million~~$545 thousand for the three months ended September 30, ~~2021~~2022 as compared to ~~$104 thousand~~$2.2 million for the same period in the prior year. ~~The increase in~~Business promotion previously remained relatively low as a result of the favorable interest rate environment requiring significantly less business promotion ~~is partially related~~ to ~~an increase~~source leads. Beginning in ~~originations during the third~~second quarter of 2021, we began to increase our marketing expenditures in an effort to more directly target NonQM production in the retail channel, ~~continue to~~ expand production expansion outside of California and maintain our lead ~~volume.~~volume as competition increased. As a result of the dislocation within the NonQM market as a result of the significant increase in interest rates, in the third quarter of 2022, we further reduced our marketing spend as we pulled back on our origination volumes to mitigate the aforementioned risks associated with the current environment. Although we continue to source leads through digital campaigns, which allows for a more cost effective approach, the recent competitiveness among other lenders for NonQM production within the California market has driven up advertising costs.

General, administrative and other expenses ~~were flat at $1.8~~decreased $561 thousand to $1.2 million for the three months ended September 30, ~~2021,~~2022, as compared to $1.8 million for the same period in ~~2020. Despite general, administrative and other expenses being flat for~~2021. During the three months ended September 30, ~~2021, legal~~2022, general, administrative and ~~professional fees increased $150~~other expenses decreased $652 thousand ~~and data processing increased $41 thousand, partially offset by~~due to a ~~$140 thousand~~ decrease in occupancy, ~~expense.~~professional fees, data processing, and other expense all related to a reduction in fundings during the period. Partially offsetting the decrease in general, administrative and other expenses was a $90 thousand increase in legal fees associated with an increase in litigation and related expenses.

~~Table of Contents~~


	For the Nine Months Ended September 30,								For the Nine Months Ended September 30,
					$		%						$		%
	2021		2020		Change		Change		2022		2021		Change		Change
Gain (loss) on sale of loans, net	$	50,432	$	(7,451)	$	57,883	777	%
Servicing (expenses) fees, net		(393)		3,733		(4,126)	(111)
Gain (loss) on mortgage servicing rights, net		102		(26,885)		26,987	100
Total revenues (expenses)		50,141		(30,603)		80,744	264
Gain on sale of loans, net									$	5,452	$	50,432	$	(44,980)	(89)	%
Servicing fees (expense), net										27		(393)		420	107
Gain on mortgage servicing rights, net										351		102		249	244
Total revenues										5,830		50,141		(44,311)	(88)

Other (expense) income		(129)		2,672		(2,801)	(105)
Other income (expense)										968		(129)		1,097	850

Personnel expense		(34,758)		(33,564)		(1,194)	(4)			(21,190)		(34,758)		13,568	39
Business promotion		(5,140)		(3,301)		(1,839)	(56)			(4,172)		(5,140)		968	19
General, administrative and other		(6,700)		(7,726)		1,026	13			(4,741)		(6,700)		1,959	29
Earnings (loss) before income taxes	$	3,414	$	(72,522)	$	75,936	105	%
(Loss) earnings before income taxes									$	(23,305)	$	3,414	$	(26,719)	(783)	%

For the nine months ended September 30, ~~2021,~~2022, gain ~~(loss)~~ on sale of loans, net was a gain of ~~$50.4~~$5.5 million compared to a ~~loss~~gain of ~~$(7.5)~~$50.4 million in the comparable ~~2020~~2021 period. The ~~increase~~decrease in gain on sale of loans, net was most notably due to a ~~$24.3~~$40.1 million ~~increase~~decrease in gain on sale of loans, a ~~$20.2~~$12.6 million increase in mark-to-market ~~gains~~losses on LHFS, a ~~$11.5~~$3.3 million ~~decrease in realized and unrealized net losses on derivative financial instruments and a $4.6 million decrease~~increase in provision for ~~repurchases.~~repurchases and a $413 thousand decrease in premiums from servicing retained loan sales. Partially offsetting ~~the increase~~these decreases in gain on sale of loans, net was a ~~$1.3~~$8.3 million decrease in ~~premiums from servicing retained loan sales~~direct origination expenses and a ~~$1.3~~$3.2 million increase in ~~direct origination expenses.~~ realized and unrealized net gains on derivative financial instruments.

Table of ~~loans.~~Contents

For the nine months ended September 30, ~~2021,~~2022, servicing ~~(expenses)~~ fees (expense), net were $27 thousand compared to an expense of $393 thousand ~~compared to income of $3.7 million~~ in the comparable ~~2020~~2021 period. The ~~decrease~~reduction in servicing ~~fees,~~expenses, net was due to the ~~result of the sale of $4.2 billion in UPB of Freddie Mac and GNMA MSRs~~increase in the ~~second and third quarters of 2020. In addition, the substantial decrease in mortgage interest rates during 2020 caused a significant increase in runoff~~average size of our mortgage servicing portfolio ~~which combined with~~resulting in increased servicing fees as compared to the ~~servicing sales decreased~~same period in 2021. As a result, the servicing portfolio average balance ~~98%~~increased 53% to ~~$47.4~~$72.5 million for the nine months ended September 30, ~~2021~~2022 as compared to an average balance of ~~$2.2 billion~~$47.4 million for the comparable period in ~~2020. As a result of the~~2021. While we continue to selectively retain mortgage servicing, ~~sales in 2020,~~ we will continue to ~~see a reduction in~~recognize an immaterial amount of servicing fees, net ~~and recognize a~~or servicing ~~expense~~expenses, net related to interim subservicing and other servicing costs related to the small UPB of remaining servicing portfolio. During the nine months ended September 30, ~~2021,~~2022, we had ~~$39.6~~$4.5 million in servicing retained loan sales.

For the nine months ended September 30, ~~2021,~~2022, gain ~~(loss)~~ on MSRs, net was ~~$102~~a net gain of $351 thousand compared to a ~~loss~~net gain of ~~$26.9 million~~$102 thousand in the comparable ~~2020~~2021 period. For the nine months ended September 30, ~~2021,~~2022, we recorded a ~~$47~~$173 thousand gain from a change in fair value of MSRs primarily due to changes in fair value associated with changes in market rates, inputs and assumptions partially offset by $103 thousand loss from scheduled and voluntary prepayments. For the nine months ended September 30, ~~2020,~~2021, we recorded an $88 thousand loss from voluntary and scheduled prepayments partially offset by a ~~$22.0 million loss~~$47 thousand gain from a change in fair value of MSRs primarily due to changes in fair value associated with changes in market interest rates, inputs and assumptions as well as voluntary and scheduled prepayments. As a result of the aforementioned decrease in interest rates during 2020, $21.5 million of the $22.0 million change in fair value of MSRs was due to prepayments, with $17.7 million primarily due to an increase in prepayment speed assumptions and $3.8 million due to voluntary prepayments.assumptions. Additionally, during the nine months ended September 30, ~~2021,~~2022, we recorded ~~$143~~$281 thousand gain on sale of mortgage servicing rights, net as a result of the collection of holdbacks in excess of previously reserved for amounts on prior period mortgage servicing sales.

~~Table of Contents~~

For the nine months ended September 30, ~~2021,~~2022, other income (expense) ~~decreased~~increased to anincome of $968 thousand as compared to expense of $129 thousand ~~as compared to income of $2.7 million~~ in the comparable ~~2020~~2021 period. The ~~$2.8~~$1.1 million ~~decrease~~increase in other income was primarily due to a ~~$2.7 million decrease~~$813 thousand increase net interest spread between loans held-for-sale and their related warehouse borrowings during the nine months ended September 30, ~~2021~~2022 as compared to the comparable period in ~~2020.~~2021. As a result of the ~~low~~increase in interest ~~rate environment~~rates which began in the ~~first~~fourth quarter of ~~2020,~~2021, as well as our efforts to increase the ~~base~~weighted average coupon on our production, we have positive net interest carry on our originations as the note rates ~~for~~on the underlying mortgage loans financed in most ofinstances is greater than the financing rates on our warehouse lines of credit ~~have hit their floor, which is greater than~~financing the ~~note rate on the underlying mortgage loan financed in most instances, resulting in~~originations, as compared to negative spread for the same period in the prior year. Additionally, for the 2022, interest income on ~~our financing. In addition~~cash deposits increased $303 thousand as compared to the ~~decline~~same period in ~~net interest spread was a $133 thousand decrease in contract underwriting performed during~~ the ~~second and third quarters of 2020, as a result of our pause in lending during 2020. Partially offsetting~~prior year, due to the ~~decrease in other income was a $119 thousand decrease~~recent increases in interest ~~expense related to MSR financing as a result of the aforementioned sale of our mortgage servicing portfolio in 2020.~~rates.

Personnel expense ~~increased $1.2~~decreased $13.6 million to ~~$34.8~~$21.2 million for the nine months ended September 30, ~~2021~~2022 as compared to the same period in ~~2020.~~2021. The ~~increase~~decrease in personnel expense is primarily related to ~~an increase~~a reduction in variable compensation commensurate with reduced originations during the first nine months ~~ended September 30, 2021~~of 2022 as well as ~~the temporary pause~~a reduction in ~~lending during 2020, which resulted~~headcount to support reduced origination volume as compared to 2021. As a result, average headcount decreased 36% in the furlough of certain employees and subsequent reduction in headcount. Although we continue to manage our headcount, pipeline and capacity to balance the risks inherent in an aggregation execution model, average headcount increased 3%mortgage lending segment for the nine months ended September 30, ~~2021~~2022 as compared to the same period in ~~2020. In addition to the aforementioned increases in~~2021. Although personnel expense the increase is also the result of an industry wide escalation in the cost of production and operational talent, as well as the continued rebuild and expansion of our NonQM platform, which began in the fourth quarter of 2020. Personnel expensedecreased in the mortgage lending segment ~~decreased~~during the first nine months of 2022, it increased to ~~162~~315 bps of ~~funding’s during the nine months ended September 30, 2021~~fundings as compared to ~~173~~162 bps for the comparable ~~2020~~2021 period.

Business promotion expense ~~increased $1.8 million~~decreased $968 thousand to ~~$5.1~~$4.2 million for the nine months ended September 30, ~~2021~~2022 as compared to ~~$3.3~~$5.1 million for the same period in the prior year. Business promotion ~~had~~previously remained low as a result of ~~the~~prior quarters’ more favorable interest rate environment ~~which required~~requiring significantly less business promotion to source leads. Beginning in second quarter of 2021, we began to increase our marketing expenditures in an effort to more directly target NonQM production in the retail channel, ~~continue to~~ expand production expansion outside of California and maintain our lead volume as competition increased. As a result of the dislocation within the NonQM market as a result of the significant increase in interest rates, starting in the second quarter of 2022 and continuing through the third quarter of 2022, we reduced our marketing spend as we pulled back on our origination volumes to mitigate the aforementioned risks associated with the current environment. Although we continue to source leads through digital campaigns, which allows for a more cost effective approach, the recent competitiveness among other lenders for NonQM production within the California market has driven up advertising costs.

General, administrative and other expenses decreased $2.0 million to ~~$6.7~~$4.7 million for the nine months ended September 30, ~~2021,~~2022, as compared to ~~$7.7~~$6.7 million for the same period in ~~2020. The decrease in~~2021. During the nine months ended September 30, 2022, general, administrative and other expenses ~~was partially~~decreased by $2.0 million primarily due to a ~~$1.3~~$1.2 million decrease in occupancy, data processing, and other expense ~~partially due~~all related to ~~right of use (ROU) asset impairment~~a reduction in loan fundings during the ~~first quarter of 2020~~period, as well as ~~a reduction in occupancy expense associated with the impaired space and a $537~~an $887 thousand decrease in ~~other various general and administrative expenses. Partially offsetting the~~legal fees associated with a decrease in ~~general, administrative~~litigation and ~~other expenses was a $812 thousand increase in legal and professional fees.~~

related expenses. Partially

5866

Table of Contents

offsetting the reduction in general, administrative and other expenses was a $162 thousand increase in professional fees primarily associated with preparation and planning for a loan origination system consolidation and implementation during the first quarter of 2022.

Long-Term Mortgage Portfolio

For the Three Months Ended September 30,






$

%

2021

2020

Change

Change

Other revenue

$
24

$
35

$
(11)

(31)
%

Personnel expense

(27)

(35)

8

23

General, administrative and other

(215)

(102)

(113)

(111)

Total expenses

(242)

(137)

(105)

(77)

Net interest income

1,197

1,341

(144)

(11)

Change in fair value of long-term debt

(1,803)

(1,127)

(676)

(60)

Change in fair value of net trust assets, including trust REO gains (losses)

3,112

(1,349)

4,461

331

Total other income (expense)

2,506

(1,135)

3,641

321

Earnings (loss) before income taxes

$
2,288

$
(1,237)

$
3,525

285
%

As previously noted above, in March 2022, we sold our residual interest certificates, and assigned certain optional termination and loan purchase rights relating to 37 securitizations that closed between 2000 and 2007, which entailed the entire legacy securitization portfolio within our long-term mortgage portfolio. As a result of the sale, in accordance with FASB ASC 810-10-25, we deconsolidated the securitized mortgage trust assets totaling approximately $1.6 billion and trust liabilities of $1.6 billion as of the sale date as the Company was no longer the primary beneficiary of the consolidated securitization trusts. We will remain as the master servicer with respect to all of the securitizations until such time that the securitization trusts are collapsed or payoff.


	For the Three Months Ended September 30,
					$		%
	2022		2021		Change		Change
Other revenue	$	29	$	24	$	5	21	%

Personnel expense		(17)		(27)		10	37
General, administrative and other		(52)		(215)		163	76
Total expenses		(69)		(242)		173	71

Net interest (expense) income		(1,242)		1,197		(2,439)	(204)
Change in fair value of long-term debt		(435)		(1,803)		1,368	76
Change in fair value of net trust assets, including trust REO gains		—		3,112		(3,112)	(100)
Total other (expense) income		(1,677)		2,506		(4,183)	(167)
(Loss) earnings before income taxes	$	(1,717)	$	2,288	$	(4,005)	(175)	%

For the three months ended September 30, 2022, general, administrative and other expense decreased $163 thousand to $52 thousand as compared to $215 thousand for the same period in 2021. The decrease in general, administrative and other expense for the three months ended September 30, 2022 was due to the aforementioned sale and transfer of the legacy securitization portfolio during the first quarter of 2022.

For the three months ended September 30, ~~2021,~~2022, net interest (expense) income was an expense of $1.2 million as compared to ~~$1.3~~income of $1.2 million for the same period in ~~2020.~~2021. Net interest income decreased ~~$144 thousand~~$2.4 million for the three months ended September 30, ~~2021~~2022 primarily attributable to a ~~$95 thousand increase~~$2.1 million decrease as a result of the sale of the legacy portfolio in March 2022. Additionally, interest expense on the long-term debt ~~associated with~~increased $239 thousand as a result of an increase in ~~interest accretion and a $49 thousand decrease in net interest spread on~~3-month LIBOR as compared to the ~~long-term mortgage portfolio.~~third quarter of 2021.

During the three months ended September 30, ~~2021,~~2022, the fair value of long-term debt ~~increased~~decreased by ~~$1.6~~$2.6 million to ~~$46.5~~$33.3 million from ~~$44.9~~$35.9 million ~~June~~at September 30, ~~2021.~~2022. The ~~increase~~decrease in estimated fair value was the result of a $1.8 million change in the market specific credit risk as a result of a decrease in the risk free rate component of the discount rate as compared to the second quarter of 2021 and a $386 thousand increase due to accretion, partially offset by a $631 thousand change in the instrument specific credit risk.

~~Table of Contents~~

~~the NRV of REO decreased $269 thousand during the period attributed to higher expected loss severities on properties within certain states held in the long-term mortgage portfolio during the period.~~

For the Nine Months Ended September 30,






$

%

2021

2020

Change

Change

Other revenue

$
92

$
107

$
(15)

(14)
%

Personnel expense

(82)

(104)

22

21

General, administrative and other

(416)

(382)

(34)

(9)

Total expenses

(498)

(486)

(12)

(2)

Net interest income

3,538

3,717

(179)

(5)

Change in fair value of long-term debt

638

3,701

(3,063)

(83)

Change in fair value of net trust assets, including trust REO gains (losses)

(702)

(4,596)

3,894

85

Total other income

3,474

2,822

652

23

Earnings before income taxes

$
3,068

$
2,443

$
625

26
%

For the nine months ended September 30, 2021, net interest income was $3.5 million as compared to $3.7 million for the same period in 2020. Net interest income decreased $179 thousand for the nine months ended September 30, 2021 primarily attributable to a $108 thousand decrease in net interest spread on the long-term mortgage portfolio and a $72 thousand increase in interest expense on the long-term debt associated with an increase in interest accretion.

During the nine months ended September 30, 2021, the fair value of long-term debt increased by $2.1 million to $46.5 million from $44.4 million at December 31, 2020. The increase in estimated fair value was the result of a $1.6$3.3 million change in the instrument specific credit risk ~~and a $1.1 million~~primarily the result of an increase ~~due to accretion,~~in the discount rate associated with the Company’s risk profile partially offset by a ~~$638~~$435 thousand change in the market specific credit risk as a result of an increase in the risk free rate component of the discount rate and forward LIBOR curve as compared to the ~~fourth~~second quarter of ~~2020.~~2022, partially offset by a $287 thousand increase due to accretion.

Table of Contents


	For the Nine Months Ended September 30,
					$		%
	2022		2021		Change		Change
Other revenue	$	72	$	92	$	(20)	(22)	%

Personnel expense		(67)		(82)		15	18
General, administrative and other		(144)		(416)		272	65
Total expenses		(211)		(498)		287	58

Net interest (expense) income		(2,152)		3,538		(5,690)	(161)
Change in fair value of long-term debt		3,187		638		2,549	400
Change in fair value of net trust assets, including trust REO gains (losses)		9,248		(702)		9,950	1417
Total other income		10,283		3,474		6,809	196
Earnings before income taxes	$	10,144	$	3,068	$	7,076	231	%

For the nine months ended September 30, 2022, general, administrative and other expense decreased $272 thousand to $144 thousand as compared to $416 thousand for the same period in 2021. The decrease in general, administrative and other expense for the nine months ended September 30, 2022 was due to the aforementioned sale and transfer of the legacy securitization portfolio during the first quarter of 2022.

For the nine months ended September 30, 2022, net interest (expense) income was an expense of $2.2 million as compared to income of $3.5 million for the same period in 2021. Net interest income decreased $5.7 million for the nine months ended September 30, 2022 primarily attributable to a $5.3 million decrease as a result of the sale of the legacy portfolio in March 2022 as well as a reduction in net interest spread on the long-term mortgage portfolio prior to the sale. Additionally, interest expense on the long-term debt increased $382 thousand as a result of an increase in 3-month LIBOR as well as an increase in accretion.

During the nine months ended September 30, 2022, the fair value of long-term debt decreased by $13.3 million to $33.3 million from $46.5 million at December 31, 2021. The decrease in estimated fair value was the result of an $11.1 million change in the instrument specific credit risk primarily the result of an increase in the discount rate associated with the Company’s risk profile, a $3.2 million change in the market specific credit risk as a result of an increase in the risk free rate component of the discount rate and forward LIBOR curve during 2022, partially offset by a $1.0 million increase due to accretion.

The change in fair value related to our net trust assets (residual interests in securitizations) was a ~~loss~~gain of ~~$0.7~~$9.2 million for the nine months ended September 30, ~~2021. The change~~2022. As previously noted, in March 2022, we sold our residual interest certificates, and assigned certain optional termination and loan purchase rights which entailed the entire legacy securitization portfolio within our long-term mortgage portfolio. As a result, in March 2022, we recorded a $9.2 million increase in fair value, net of ~~net trust assets, excluding REO was due~~$277 thousand in transaction costs related to ~~$2.0 million in losses from changes in fair value of securitized mortgage borrowings and securitized mortgage collateral as a result of cash received during~~ the period and an increase in forward LIBOR, as compared to December 2020, offset by gains from changes in fair value of securitized mortgage borrowings and securitized mortgage collateral as a result of a decrease in residual discount rates as estimated bond prices have continued to improve and corresponding yields have decreased. The NRV of REO increased $1.3 million during the period which partially offset the change in fair valuetransfer of the net trust assets, excluding REO. The increase in NRV of REO was attributed to lower expected loss severities on properties within certain states held in the long-term mortgage portfolio during the period.legacy securitization portfolio.

Real Estate Services

For the Three Months Ended September 30,






$

%

2021

2020

Change

Change

Real estate services fees, net

$
244

$
332

$
(88)

(27)
%
Personnel expense

(298)

(283)

(15)

(5)

General, administrative and other

(61)

(120)

59

49

Loss before income taxes

$
(115)

$
(71)

$
(44)

(62)
%


	For the Three Months Ended September 30,
					$		%
	2022		2021		Change		Change
Real estate services fees, net	$	290	$	244	$	46	19	%
Personnel expense		(283)		(298)		15	5
General, administrative and other		(56)		(61)		5	8
Loss before income taxes	$	(49)	$	(115)	$	66	57	%

For the three months ended September 30, 2021, real estate services fees, net were $244 thousand compared to $332 thousand in the comparable 2020 period. The $88 thousand decrease in real estate services fees, net was primarily

6068

Table of Contents

For the three months ended September 30, 2022, real estate services fees, net were $290 thousand compared to $244 thousand in the comparable 2021 period. The increase is the result of an $58 thousand increase in in real estate services fees partially offset by a ~~$70~~$12 thousand decrease in loss mitigation fees. Additionally, as previously noted, in March 2022, we sold our residual interest certificates, and assigned certain optional termination and loan purchase rights which entailed the entire legacy securitization portfolio within the long-term mortgage portfolio. Although there may be periods with slight increases in real estate service fees, ~~a $49 thousand decrease in in~~it is our expectation that the real ~~estate and recovery fees partially offset by a $31 thousand increase in loss mitigation fees. Real~~ estate services fees ~~net have declined and~~generated from the long-term mortgage portfolio will continue to decline ~~over time~~in future periods as ~~a result of~~ the ~~decline in~~securitization trusts are called or collapsed by the ~~number of loans and the UPB of the long-term mortgage portfolio.~~purchaser.

For the Nine Months Ended September 30,






$

%

2021

2020

Change

Change

Real estate services fees, net

$
932

$
1,018

$
(86)

(8)
%
Personnel expense

(894)

(858)

(36)

(4)

General, administrative and other

(189)

(262)

73

28

Loss before income taxes

$
(151)

$
(102)

$
(49)

(48)
%


	For the Nine Months Ended September 30,
					$		%
	2022		2021		Change		Change
Real estate services fees, net	$	732	$	932	$	(200)	(21)	%
Personnel expense		(892)		(894)		2	0
General, administrative and other		(164)		(189)		25	13
Loss before income taxes	$	(324)	$	(151)	$	(173)	(115)	%

For the nine months ended September 30, ~~2021,~~2022, real estate services fees, net were ~~$932~~$732 thousand compared to ~~$1.0 million~~$932 thousand in the comparable ~~2020~~2021 period. The ~~$86~~$200 thousand decrease in real estate services fees, net was primarily the result of a ~~$188~~$151 thousand decrease in loss mitigation fees and a $49 thousand decrease in real estate service ~~fees,~~fees. Additionally, as previously noted, in March 2022, we sold our residual interest certificates, and assigned certain optional termination and loan purchase rights which entailed the entire legacy securitization portfolio within the long-term mortgage portfolio. As a ~~$49 thousand decrease in in~~result, it is our expectation that the real ~~estate and recovery fees partially offset by a $151 thousand increase in loss mitigation fees. Real~~ estate services fees ~~net have declined and~~generated from the long-term mortgage portfolio will continue to decline ~~over time~~in future periods as ~~a result of~~ the ~~decline in~~securitization trusts are called or collapsed by the ~~number of loans and the UPB of the long-term mortgage portfolio.~~purchaser.

Corporate

The corporate segment includes all compensation applicable to the corporate services groups, public company costs as well as debt expense related to the Convertible Notes and capital leases. This corporate services group supports all operating segments. A portion of the corporate services costs is allocated to the operating segments. The costs associated with being a public company as well as the interest expense related to the Convertible Notes and capital leases are not allocated to our other segments and remain in this segment.


	For the Three Months Ended September 30,								For the Three Months Ended September 30,
					$		%						$		%
	2021		2020		Change		Change		2022		2021		Change		Change
Interest expense	$	(466)	$	(771)	$	305	40	%	$	(404)	$	(466)	$	62	13	%
Other expenses		(4,149)		(4,319)		170	4			(4,483)		(4,149)		(334)	(8)
Loss before income taxes	$	(4,615)	$	(5,090)	$	475	9	%	$	(4,887)	$	(4,615)	$	(272)	(6)	%

For the three months ended September 30, ~~2021,~~2022, interest expense decreased to ~~$466~~$404 thousand as compared to ~~$771~~$466 thousand in the comparable ~~2020~~2021 period. The decrease was primarily due to a ~~$208~~$88 thousand decrease in interest expense attributable to the ~~Notes extension entered into~~$5.0 million pay down of the convertible notes in ~~2020 as well as~~May 2022, partially offset by a ~~$98~~$28 thousand ~~decrease~~increase in interest expense associated with the premium financing associated with the corporate-owned life insurance trusts liability.

For the three months ended September 30, ~~2021,~~2022, other expenses ~~decreased~~increased to ~~$4.1~~$4.5 million as compared to ~~$4.3~~$4.1 million for the comparable ~~2020~~2021 period. During the three months ended September 30, ~~2021,~~2022, the primary ~~decrease~~increase in other expense was a ~~$243~~$615 thousand ~~decrease~~increase in legal and professional fees associated with the aforementioned Exchange Offer and a ~~$174 thousand decrease in personnel expense. Partially offsetting these decreases was a $185~~$186 thousand increase in occupancy expense primarily attributable to the reduction in personnel in the mortgage lending segment, which reduced allocated rent to the mortgage lending division and ~~a $65 thousand increase~~increased the rent in ~~insurance expense.~~

corporate.

6169

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For the Nine Months Ended September 30,






$

%

2021

2020

Change

Change

Interest expense

$
(1,389)

$
(1,825)

$
436

24
%
Other expenses

(12,340)

(13,899)

1,559

11

Loss before income taxes

$
(13,729)

$
(15,724)

$
1,995

13
%

Partially offsetting the increase in legal and occupancy expense was a $463 thousand decrease in personnel expense, professional fees, data processing, and general administrative and other expense all related to a reduction in fundings during the period.


	For the Nine Months Ended September 30,
					$		%
	2022		2021		Change		Change
Interest expense	$	(1,288)	$	(1,389)	$	101	7	%
Other expenses		(12,855)		(12,340)		(515)	(4)
Loss before income taxes	$	(14,143)	$	(13,729)	$	(414)	(3)	%

For the nine months ended September 30, ~~2021,~~2022, interest expense decreased to ~~$1.4 million~~$1.3 thousand as compared to ~~$1.8~~$1.4 million in the comparable ~~2020~~2021 period. The decrease was primarily due to a ~~$504~~$137 thousand decrease in interest expense attributable to the $5.0 million pay down of the convertible ~~note extension entered into~~notes in ~~2020,~~May 2022, partially offset by ~~a $54~~an $36 thousand increase in interest expense associated with the premium financing associated with the corporate-owned life insurance trusts liability.

For the nine months ended September 30, ~~2021,~~2022, other expenses ~~decreased~~increased to ~~$12.3~~$12.9 million as compared to ~~$13.9~~$12.3 million for the comparable ~~2020~~2021 period. During the nine months ended September 30, ~~2021,~~2022, the primary ~~decrease~~increase in other expense was a ~~$1.4~~$1.3 million ~~decrease~~increase in ~~premiums~~legal and professional fees primarily associated with the aforementioned Exchange Offer, a $553 thousand increase in occupancy expense primarily attributable to ROU asset impairment of $123 thousand related to the sublease of approximately 1,900 square feet of a floor within our corporate office, a $173 thousand increase in CAM expense related to a true up of prior and current year maintenance for the building as well as a reduction in allocated rent to the mortgage lending division. Partially offsetting the increase in other expenses was a $683 thousand increase in the cash surrender value of the corporate-owned life insurance trusts ~~liability~~for the nine months ended September 30, 2022, as ~~compared to~~a result of the ~~same period~~application of prior year investment gains which get applied at the annual renewal date in ~~2020,~~the first quarter of each fiscal year, as well as a ~~$1.3 million~~$806 decrease in personnel expense, professional fees, data processing, and general administrative and other expense all related to a ~~$895 thousand decrease~~reduction in ~~legal and professional fees. Partially offsetting these decreases was a $1.0 million reduction due to~~fundings during the increase in cash surrender value of corporate-owned life insurance trusts as compared to the same period in 2020, a $609 thousand increase in occupancy expense and a $543 thousand increase in insurance expense. period.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, the Company is not required to provide the information required by this Item.

ITEM 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) designed at a reasonable assurance level to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in its reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, in connection with the filing of this Quarterly Report on Form 10-Q, our management, under the supervision and with the participation of our chief executive officer and interim principal financial officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e). Based on that evaluation, the Company’s chief executive officer and interim principal financial officer concluded that, September 30, ~~2021,~~2022, the Company’s disclosure controls and procedures were effective at a reasonable assurance level.

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Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the Company’s quarter ended September 30, ~~2021,~~2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

~~Table of Contents~~

ITEM 1: LEGAL PROCEEDINGS

Legal Proceedings

Information with respect to this item may be found in Note 11 – Commitments and Contingencies of the “Notes to Unaudited Consolidated Financial Statements” included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

ITEM 1A: RISK FACTORS

~~None.~~Reference is made to Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2021, which sets forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition or operating results. Except as set forth below, there have been no material changes to the risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2021.

Our success is dependent on our ability to increase the profitability of our mortgage originations.

We believe that a key driver for our Company will be increasing the profitability of our mortgage lending operations. Our success is dependent on many factors such as the documentation and data capture technology we employ, increasing our loan origination operational capacities, increasing our mortgage origination efficiencies, attracting qualified employees, ability to maintain our approvals and sell or securitize loans eligible for sale to Fannie Mae, Freddie Mac, Ginnie Mae and other investors, ability to increase our mortgage servicing portfolio, the ability to obtain adequate warehouse borrowing capacity, the ability to adequately maintain loan quality and manage the risk of losses from loan repurchases, the changing regulatory environment for mortgage lending and the ability to fund our originations.

If we are unable to generate sufficient net earnings from our mortgage lending operations, we may be unable to satisfy our future operating costs and liabilities, including repayment of our debt obligations. This could result in a material adverse effect on the Company. If we do not become profitable, and improve our near-term liquidity, we also will need to consider other restructuring alternatives available to us at that time. Those alternatives may include, but are not limited to, (i) the transfer of certain of our assets to our lenders to fulfill our obligations, (ii) the sale of profitable assets or of the Company, (iii) a distribution or spin-off of profitable assets, (iv) liquidation or distribution of our assets, (v) alternative offers to exchange our outstanding securities and debt obligations, (vi) the incurrence of additional debt, (vii) obtaining additional equity capital on terms that may be onerous or highly dilutive (viii) modifying existing, or exploring new, loan origination channels, and/or (ix) joint ventures.

We may not be able to access financing sources on favorable terms, or at all, which could adversely affect our ability to implement and operate our business as planned.

Future financing sources may include borrowings in the form of credit facilities (including term loans and revolving facilities), repurchase agreements, warehouse facilities, structured financing arrangements, public and private equity and debt issuances and derivative instruments, in addition to transactions or asset specific funding arrangements. Our access to sources of financing depends upon a number of factors some of which we have little or no control over, including general market conditions, resources and policies or lenders. In addition, if regulatory capital requirements imposed on our private lenders change, they may be required to limit, or increase the cost of, financing they provide to us. This could potentially increase our financing costs and reduce our liquidity as well as limit our ability to expand our mortgage operations. Depending on market conditions at the relevant time, we may have to rely more heavily on additional equity issuances, which may be dilutive to our shareholders, or on less efficient forms of debt financing that require a

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larger portion of our cash flow from operations, thereby reducing funds available for our operations and future business opportunities. We cannot assure you that we will have access to such equity or debt capital on favorable terms (including, without limitation, cost and term) at the desired times, or at all, which could negatively affect our results of operations. If our access to such funds are restricted or are on terms that are materially changed, we may not be able to continue those operations which may affect our income and loan origination volumes. During the nine months ended September 30, 2022, we have reduced our warehouse lending capacity to $325.0 million from $615.0 at December 31, 2021, as we (a) did not renew the $65.0 million facility that expired in May 2022, (b) reduced the $200.0 million facility to $50.0 million in July 2022 and (c) did not renew the facility at its September 2022 expiration; additionally we reduced the capacity of the $50.0 million funding facility to $25.0 million and the maturity of the line was moved up to December 31, 2022. In October we entered into a $1.0 million committed facility which expires in October 2023. In November 2022, we expect to further reduce our warehouse lending capacity to $41.0 million, reducing the $300.0 million funding facility to $15.0 million upon renewal of the line as the line was predominately used for conventional and government insured originations. As of September 30, 2022, we were not in compliance with certain warehouse lending related covenants, and received the necessary waivers.

If we do not continue to satisfy the NYSE American continued listing requirements, our Common Stock could be delisted from the NYSE American.

The listing of our Common Stock on the NYSE American is contingent on our compliance with the NYSE American’s conditions for continued listing, including requirements relating to maintaining minimum stockholders’ equity. We cannot assure you that we will be able to meet those listing conditions and anticipate receiving a notice of noncompliance from the NYSE American following the reporting of our financial results for the quarter ended September 30, 2022 which will require us to timely submit an acceptable compliance plan with the NYSE American in order to maintain the continued listing of our Common Stock. If the NYSE American delists our Common Stock from trading on its exchange due to our failure to meet the NYSE American’s listing conditions, we and our security holders could face significant material adverse consequences, including:

●

a limited availability of market quotations for our securities;

●

a reduced level of trading activity in the secondary trading market for our securities;

●

a limited amount of analyst coverage; and

●

a decreased ability to issue additional securities or obtain additional financing in the future.

On August 26, 2022, the Company received a notification (the Deficiency Letter) from the NYSE American stating that the Company was not in compliance with a certain NYSE American continued listing standard relating to stockholders’ equity. Specifically, the Deficiency Letter stated that the Company is not in compliance with Sections 1003(a)(i) and 1003(a)(iii) of the NYSE American Company Guide, which requires an issuer to have, respectively, stockholder’s equity of $4 million or more if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years and stockholders’ equity of $6.0 million or more if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years. The Deficiency Letter noted that Company had stockholders’ equity of $3.5 million as of June 30, 2022 and has reported net losses from continuing operations in its five most recent fiscal years ended December 31, 2021.

The Company was required to submit a plan to the NYSE American by September 26, 2022 advising of actions it has taken or will take to regain compliance with the continued listing standards by February 26, 2024. The Company timely submitted a plan but cannot give any assurance that the plan will be accepted. If the Company’s plan is not accepted, or if the Company does not make progress consistent with the plan, or if the Company fails to regain compliance by the deadline, the NYSE American may commence delisting procedures.

The Company’s Common Stock will continue to be listed on the NYSE American while it attempts to regain compliance with the listing standard noted, subject to the Company’s compliance with other continued listing requirements. The Common Stock will continue to trade under the symbol “IMH,” but will have an added designation of “.BC” to indicate that the Company is not in compliance with the NYSE American’s listing standards. The NYSE American notification does not affect the Company’s business operations or its SEC reporting requirements and does not conflict with or cause an event of default under any of the Company’s material agreements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


IMPAC MORTGAGE HOLDINGS, INC.

/s/ GEORGE MANGIARACINA
George Mangiaracina
Chief Executive Officer
November ~~12, 2021~~14, 2022



/s/ JON GLOECKNER
Jon Gloeckner
SVP, Treasury & Financial Reporting
(Interim Principal Financial Officer and Principal Accounting Officer)
November ~~12, 2021~~14, 2022

6475


	Estimated Future				Investor Yield
	Losses (1)				Requirement (2)
	SF		MF		SF		MF
2002-2003	8	%	*	% (3)	5	%	10	%
2004	10		*	% (3)	4		5
2005	14		4		2		3
2006	11		*	(3)	3		5
2007	16		*	(3)	5		2


(a)		Exhibits:
3.1		~~Exhibits:~~Articles of Amendment and Restatement (“Charter”) of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 (File No. 333-266167), filed with the Securities and Exchange Commission on July 15, 2022).
3.1(a)		Certificate of Correction to the Company’s Charter (incorporated by reference to Exhibit 3.1(a) of the Company’s 10-K filed with the Securities and Exchange Commission on March 16, 1999).
3.1(b)		Articles of Amendment to the Company’s Charter to correct certain sections of Article VII (Restriction Transfer and Redemption of Shares) (incorporated by reference to Exhibit 3.1(b) of the Company’s 10-K filed with the Securities and Exchange Commission on March 16, 1999).
3.1(c)		Articles of Amendment to the Company’s Charter for change of name of the Company (incorporated by reference to Exhibit 3.1(a) of the Company’s Current Report on Form 8-K/A Amendment No. 1, filed with the Securities and Exchange Commission on February 12, 1998).
3.1(d)		Articles of Amendment to the Company’s Charter, increasing authorized shares of Common Stock of the Company (incorporated by reference to Exhibit 10 of the Company’s Form 8-A/A, Amendment No. 2, filed with the Securities and Exchange Commission on July 30, 2002).
3.1(e)		Articles of Amendment to the Company’s Charter, amending and restating Article VII [Restriction or Transfer, Acquisition and Redemption of Shares] (incorporated by reference to Exhibit 7 of the Company’s Form 8-A/A, Amendment No. 1, filed with the Securities and Exchange Commission on June 30, 2004).
3.1(f)		Articles Supplementary to Company’s Charter designating 9.375 percent Series B Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, (incorporated by reference to Exhibit 3.8 of the Company’s Form 8-A/A, Amendment No. 1, filed with the Securities and Exchange Commission on June 30, 2004).
3.1(g)		Articles Supplementary to Company’s Charter designating 9.125 percent Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, (incorporated by reference to Exhibit 3.10 of the Company’s Form 8-A filed with the Securities and Exchange Commission on November 19, 2004).
3.1(h)		Articles of Amendment to the Company’s Charter, effecting 1-for-10 reverse stock split (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2008).
3.1(i)		Articles of Amendment to the Company’s Charter, to decrease Common Stock par value (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2008).

3.1(j)		Articles of Amendment to the Company’s Charter, to amend and restate Series B Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2009).
3.1(k)		Articles of Amendment to the Company’s Charter, to amend and restate Series C Preferred Stock (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2009).
3.1(l)		Articles Supplementary to the Company’s Charter to reclassify and designate Series A-1 Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 4, 2013).
3.1(m)		Certificate of Correction to the Company’s Charter (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2022).
3.1(n)		Articles of Amendment to the Company’s Charter to permit the closing of the Company’s Exchange Offers and make the Series B Preferred Stock redeemable for certain stock consideration, dated October 24, 2022 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-k filed with the Securities and Exchange Commission on October 26, 2022).
3.1(o)		Articles of Amendment to the Company’s Charter to permit the closing of the Company’s Exchange Offers and make the Series C Preferred Stock redeemable for certain stock and warrant consideration, dated October 24, 2022 (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-k filed with the Securities and Exchange Commission on October 26, 2022).
3.1(p)		Articles Supplementary to the Company’s Charter designating 8.25% Series D Cumulative Redeemable Preferred Stock, liquidation preference 0.10 per share, par value $0.01 per share, dated October 24, 2022 (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-k filed with the Securities and Exchange Commission on October 26, 2022).
4.1		Warrant Agreement with American Stock Transfer & Trust Company, dated October 25, 2022 2022 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-k filed with the Securities and Exchange Commission on October 26, 2022).
4.2		Form of Warrant issued in Exchange Offer for Company’s Series C Preferred Stock (included in Exhibit 4.1).
4.3		First Amendment to Tax Benefits Preservation Agreement dated as of August 26, 2022 by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-k filed with the Securities and Exchange Commission on August 29, 2022).
10.1		Employment, Separation and General Release Agreement between Obi Nwokorie and Impac Mortgage Holdings, Inc, dated July 27th, 2022.**
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Interim Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certifications of Chief Executive Officer and Interim Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
~~99.1~~		Impac Mortgage Holdings. v. Curtis Timm, et al., July 15, 2021, Maryland Court of Appeals (incorporated by reference to Exhibit 99.1 of the Company’s Report on Form 8-k filed with the Securities and Exchange Commission on July 19, 2021).
101		The following materials from Impac Mortgage Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, ~~2021,~~2022, formatted in Inline eXtensible Business Reporting Language (XBRL): (1) the Condensed Consolidated Balance Sheets, (2) the Condensed Consolidated Statements of Operations and Comprehensive (loss) earnings, ~~(loss),~~ (3) the Condensed Consolidated Statements of Cash Flows, and (4) Notes to Unaudited Consolidated Financial Statements, tagged as blocks of text.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).