UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~March 31,~~September 30, 2023


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

For the transition period from _____to _____

Commission File Number: 001-40003

loanDepot, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-3948939

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

6561 Irvine Center Drive,

Irvine,

California

92618

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (888) 337-6888

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

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Class A Common Stock, $0.001 per value per share

LDI

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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 (§ 232.405 of this chapter) 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, a non-accelerated filer, a 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 Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~May 10,~~November 8, 2023, ~~76,789,232~~81,557,677 shares of the registrant’s Class A common stock, par value $0.001 per share, were outstanding. No shares of registrant’s Class B common stock were outstanding, ~~144,080,314~~142,483,267 shares of registrant’s Class C common stock were outstanding and 97,026,671 shares of registrant’s Class D common stock were outstanding.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, including our Vision 2025 plan, technology developments, financing and investment plans, financial condition and liquidity, dividend policy, competitive position, industry and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” "seek," “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report with the understanding that our actual future results may be materially different from what we expect.

Important factors that could cause actual results to differ materially from our expectations are included in Part I, Item 2 “Management's Discussion and Analysis of Financial Condition and Results of Operations” ~~and Part II, Item 1A "Risk Factors"~~ in this report as well as Part I, Item 1A “Risk Factors” and Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (“SEC”) on March 16, 2023.

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

loanDepot, Inc.

Table of Contents




PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of ~~March 31,~~September 30, 2023 and December 31, 2022			1
Consolidated Statements of Operations for the three and nine months ended ~~March 31,~~September 30, 2023 and 2022			2
Consolidated Statements of Equity for the three and nine months ended ~~March 31,~~September 30, 2023 and 2022			3
Consolidated Statements of Cash Flows for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022			45
Notes to Consolidated Financial Statements			67
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3033
Item 3. Quantitative and Qualitative Disclosures About Market Risk			4148
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			4450
Item 1A. Risk Factors			4551
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4551
Item 3. Defaults Upon Senior Securities			4551
Item 4. Mine Safety Disclosures			4551
Item 5. Other Information			4551
Item 6. Exhibits			4552
Signatures			4854

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

loanDepot, Inc.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)


		March 31, 2023		December 31, 2022			September 30, 2023		December 31, 2022
ASSETS	ASSETS	(Unaudited)				ASSETS	(Unaudited)
Cash and cash equivalents	Cash and cash equivalents	$	798,119	$	863,956	Cash and cash equivalents	$	717,196	$	863,956
Restricted cash	Restricted cash	90,084		116,545		Restricted cash	114,765		116,545
Accounts receivable, net	Accounts receivable, net	99,381		145,279		Accounts receivable, net	53,845		145,279
Loans held for sale, at fair value (includes $506,808 and $497,574 pledged to creditors in securitization trusts at March 31, 2023 and December 31, 2022, respectively)		2,039,367		2,373,427
Loans held for sale, at fair value (includes $492,374 and $497,574 pledged to creditors in securitization trusts at September 30, 2023 and December 31, 2022, respectively)						Loans held for sale, at fair value (includes $492,374 and $497,574 pledged to creditors in securitization trusts at September 30, 2023 and December 31, 2022, respectively)	2,070,748		2,373,427
Derivative assets, at fair value	Derivative assets, at fair value	84,624		39,411		Derivative assets, at fair value	86,622		39,411
Servicing rights, at fair value (includes $553,236 and $544,729 pledged to creditors in securitization trusts at March 31, 2023 and December 31, 2022, respectively)		2,028,788		2,037,447
Servicing rights, at fair value (includes $621,435 and $544,729 pledged to creditors in securitization trusts at September 30, 2023 and December 31, 2022, respectively)						Servicing rights, at fair value (includes $621,435 and $544,729 pledged to creditors in securitization trusts at September 30, 2023 and December 31, 2022, respectively)	2,053,359		2,037,447
Trading securities, at fair value	Trading securities, at fair value	95,561		94,243		Trading securities, at fair value	89,334		94,243
Property and equipment, net	Property and equipment, net	88,877		92,889		Property and equipment, net	76,762		92,889
Operating lease right-of-use assets	Operating lease right-of-use assets	35,362		35,668		Operating lease right-of-use assets	32,558		35,668
Prepaid expenses and other assets	Prepaid expenses and other assets	139,904		155,982		Prepaid expenses and other assets	124,756		155,982
Loans eligible for repurchase	Loans eligible for repurchase	672,458		634,677		Loans eligible for repurchase	639,806		634,677
Investments in joint ventures	Investments in joint ventures	18,266		20,410		Investments in joint ventures	18,778		20,410

Total assets	Total assets	$	6,190,791	$	6,609,934	Total assets	$	6,078,529	$	6,609,934

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY

Warehouse and other lines of credit	Warehouse and other lines of credit	$	1,830,319	$	2,146,602	Warehouse and other lines of credit	$	1,897,859	$	2,146,602
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	449,641		488,696		Accounts payable, accrued expenses and other liabilities	462,521		488,696
Derivative liabilities, at fair value	Derivative liabilities, at fair value	35,662		67,492		Derivative liabilities, at fair value	49,742		67,492
Liability for loans eligible for repurchase	Liability for loans eligible for repurchase	672,458		634,677		Liability for loans eligible for repurchase	639,806		634,677
Operating lease liability	Operating lease liability	57,837		61,675		Operating lease liability	53,579		61,675
Debt obligations, net	Debt obligations, net	2,303,712		2,289,319		Debt obligations, net	2,206,087		2,289,319
Total liabilities	Total liabilities	5,349,629		5,688,461		Total liabilities	5,309,594		5,688,461
Commitments and contingencies (Note 14)	Commitments and contingencies (Note 14)					Commitments and contingencies (Note 14)

Class A common stock, $0.001 par value, 2,500,000,000 authorized, 77,170,094 and 74,277,152 issued at March 31, 2023 and December 31, 2022, respectively		$	77	$	74
Class B common stock, $0.001 par value, 2,500,000,000 authorized, none issued at March 31, 2023 and December 31, 2022, respectively		—		—
Class C common stock, $0.001 par value, 2,500,000,000 authorized, 144,983,025 and 145,693,119 issued at March 31, 2023 and December 31, 2022, respectively		145		146
Class D common stock, $0.001 par value, 2,500,000,000 authorized, 97,026,671 and 97,026,671 issued at March 31, 2023 and December 31, 2022, respectively		97		97
Preferred stock, $0.001 par value, 50,000,000 authorized, none issued at March 31, 2023 and December 31, 2022, respectively		—		—
Treasury stock at cost, 2,068,924 and 1,780,141 shares at March 31, 2023 and December 31, 2022, respectively		(13,853)		(13,282)
Class A common stock, $0.001 par value, 2,500,000,000 authorized, 82,753,278 and 74,277,152 issued at September 30, 2023 and December 31, 2022, respectively						Class A common stock, $0.001 par value, 2,500,000,000 authorized, 82,753,278 and 74,277,152 issued at September 30, 2023 and December 31, 2022, respectively	$	83	$	74
Class B common stock, $0.001 par value, 2,500,000,000 authorized, none issued at September 30, 2023 and December 31, 2022, respectively						Class B common stock, $0.001 par value, 2,500,000,000 authorized, none issued at September 30, 2023 and December 31, 2022, respectively	—		—
Class C common stock, $0.001 par value, 2,500,000,000 authorized, 143,747,549 and 145,693,119 issued at September 30, 2023 and December 31, 2022, respectively						Class C common stock, $0.001 par value, 2,500,000,000 authorized, 143,747,549 and 145,693,119 issued at September 30, 2023 and December 31, 2022, respectively	144		146
Class D common stock, $0.001 par value, 2,500,000,000 authorized, 97,026,671 and 97,026,671 issued at September 30, 2023 and December 31, 2022, respectively						Class D common stock, $0.001 par value, 2,500,000,000 authorized, 97,026,671 and 97,026,671 issued at September 30, 2023 and December 31, 2022, respectively	97		97
Preferred stock, $0.001 par value, 50,000,000 authorized, none issued at September 30, 2023 and December 31, 2022, respectively						Preferred stock, $0.001 par value, 50,000,000 authorized, none issued at September 30, 2023 and December 31, 2022, respectively	—		—
Treasury stock at cost, 2,988,231 and 1,780,141 shares at September 30, 2023 and December 31, 2022, respectively						Treasury stock at cost, 2,988,231 and 1,780,141 shares at September 30, 2023 and December 31, 2022, respectively	(15,594)		(13,282)
Additional paid-in capital	Additional paid-in capital	802,251		788,601		Additional paid-in capital	818,928		788,601
Retained deficit	Retained deficit	(384,843)		(342,137)		Retained deficit	(424,508)		(342,137)
Noncontrolling interest	Noncontrolling interest	437,288		487,974		Noncontrolling interest	389,785		487,974
Total equity	Total equity	841,162		921,473		Total equity	768,935		921,473
Total liabilities and equity	Total liabilities and equity	$	6,190,791	$	6,609,934	Total liabilities and equity	$	6,078,529	$	6,609,934

See accompanying notes to the unaudited consolidated financial statements.

loanDepot, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands except per share amounts)
(Unaudited)


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022				2023		2022		2023		2022

REVENUES:	REVENUES:						REVENUES:
Interest income	Interest income	$	27,958	$	52,965		Interest income	$	37,253	$	51,202	$	98,271	$	166,888
Interest expense	Interest expense	(26,760)		(39,889)			Interest expense	(34,642)		(41,408)		(91,612)		(121,220)
Net interest income	Net interest income	1,198		13,076			Net interest income	2,611		9,794		6,659		45,668

Gain on origination and sale of loans, net	Gain on origination and sale of loans, net	108,152		363,131			Gain on origination and sale of loans, net	148,849		156,300		411,336		665,993
Origination income, net	Origination income, net	12,016		59,073			Origination income, net	17,740		21,268		48,088		119,449
Servicing fee income	Servicing fee income	118,961		111,059			Servicing fee income	118,783		113,544		355,482		341,929
Change in fair value of servicing rights, net	Change in fair value of servicing rights, net	(52,806)		(68,383)			Change in fair value of servicing rights, net	(35,688)		(38,479)		(126,968)		(140,370)
Other income	Other income	20,380		25,355			Other income	13,366		11,765		50,798		53,472
Total net revenues	Total net revenues	207,901		503,311			Total net revenues	265,661		274,192		745,395		1,086,141

EXPENSES:	EXPENSES:						EXPENSES:
Personnel expense	Personnel expense	141,027		345,993			Personnel expense	141,432		218,819		440,258		861,382
Marketing and advertising expense	Marketing and advertising expense	35,914		101,513			Marketing and advertising expense	33,894		42,940		104,520		205,289
Direct origination expense	Direct origination expense	17,378		53,157			Direct origination expense	15,749		19,463		50,352		106,616
General and administrative expense	General and administrative expense	56,134		49,748			General and administrative expense	46,522		83,412		157,473		197,089
Occupancy expense	Occupancy expense	6,081		9,396			Occupancy expense	5,903		9,889		18,083		28,673
Depreciation and amortization	Depreciation and amortization	10,026		10,545			Depreciation and amortization	10,592		10,243		31,339		32,110
Servicing expense	Servicing expense	4,834		21,511			Servicing expense	8,532		14,221		19,116		46,472
Other interest expense	Other interest expense	43,090		14,393			Other interest expense	42,504		36,138		128,619		83,671

Goodwill impairment							Goodwill impairment	—		—		—		40,736
Total expenses	Total expenses	314,484		606,256			Total expenses	305,128		435,125		949,760		1,602,038

Loss before income taxes	Loss before income taxes	(106,583)		(102,945)			Loss before income taxes	(39,467)		(160,933)		(204,365)		(515,897)

Income tax benefit	Income tax benefit	(14,862)		(11,627)			Income tax benefit	(5,205)		(23,451)		(28,622)		(63,274)

Net loss	Net loss	(91,721)		(91,318)			Net loss	(34,262)		(137,482)		(175,743)		(452,623)

Net loss attributable to noncontrolling interests	Net loss attributable to noncontrolling interests	(48,814)		(56,577)			Net loss attributable to noncontrolling interests	(17,663)		(77,401)		(92,793)		(256,873)

Net loss attributable to loanDepot, Inc.	Net loss attributable to loanDepot, Inc.	$	(42,907)	$	(34,741)		Net loss attributable to loanDepot, Inc.	$	(16,599)	$	(60,081)	$	(82,950)	$	(195,750)

Loss per share:	Loss per share:						Loss per share:
Basic	Basic	$	(0.25)	$	(0.25)		Basic	$	(0.09)	$	(0.37)	$	(0.48)	$	(1.29)
Diluted	Diluted	$	(0.25)	$	(0.25)		Diluted	$	(0.09)	$	(0.37)	$	(0.48)	$	(1.29)

Weighted average shares outstanding:	Weighted average shares outstanding:						Weighted average shares outstanding:
Basic	Basic	170,809,818		139,007,890			Basic	175,962,804		162,464,369		173,568,986		151,803,928
Diluted	Diluted	170,809,818		139,007,890			Diluted	175,962,804		162,464,369		173,568,986		151,803,928

See accompanying notes to the unaudited consolidated financial statements.

loanDepot, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

(Dollars in thousands)

(Unaudited)

Common stock outstanding Common stock $ Treasury Shares Additional paid-in capital Retained Deficit Non-controlling Interests Total Equity
Class A Class C Class D Class A Class C Class D
Balance at December 31, 2021 36,466,936 172,729,168 100,822,084 $ 38 $ 173 $ 101 $ (12,852) $ 565,073 $ (28,976) $ 1,105,803 $ 1,629,360
Deferred taxes and other tax adjustments associated with the Reorganization and IPO — — — — — — — 681 — — 681
Net issuance of common shares under stock based compensation plans 7,133,482 (2,038,280) (3,795,413) 7 (2) (4) (163) 89,479 — (89,479) (162)
Dividends to Class A and Class D shareholders ($0.08 per share) — — — — — — — — (5,310) (6,442) (11,752)
Distributions to Class C shareholders — — — — — — — — (6,338) (7,665) (14,003)
Stock-based compensation — — — — — — — 1,034 — 1,275 2,309
Distributions for taxes on behalf of shareholders, net — — — — — — — — (1,786) (2,160) (3,946)
Net loss — — — — — — — — (34,741) (56,577) (91,318)
Balance at March 31, 2022 43,600,418 170,690,888 97,026,671 $ 45 $ 171 $ 97 $ (13,015) $ 656,267 $ (77,151) $ 944,755 $ 1,511,169
Balance at December 31, 2022 72,497,011 145,693,119 97,026,671 $ 74 $ 146 $ 97 $ (13,282) $ 788,601 $ (342,137) $ 487,974 $ 921,473
Deferred taxes and other tax adjustments related to conversions and exchanges — — — — — — — 5,181 — — 5,181
Net issuance of common stock under stock-based compensation plans 2,604,159 (710,094) — 3 (1) — (571) 5,265 — (4,767) (71)
Forfeiture of accrued dividend equivalents on unvested Class A RSUs — — — — — — — — 9 12 21
Stock-based compensation — — — — — — — 3,204 2,722 5,926
Refund of tax distributions, net — — — — — — — — 192 161 353
Net loss — — — — — — — — (42,907) (48,814) (91,721)
Balance at March 31, 2023 75,101,170 144,983,025 97,026,671 $ 77 $ 145 $ 97 $ (13,853) $ 802,251 $ (384,843) $ 437,288 $ 841,162


	Common stock outstanding		Common stock $			Treasury Shares			Additional paid-in capital		Retained Deficit			Non-controlling Interests		Total Equity
	Class A	Class C	Class D	Class A				Class C					Class D
Balance at June 30, 2022	63,593,048	152,191,394	97,026,671	$	65	$	152		$	97	$	(13,087)		$	762,635	$	(205,235)	$	669,236	$	1,213,863



Deferred taxes and other tax adjustments related to conversions and exchanges	—	—	—	—		—			—		—			(2,092)		—		—		(2,092)



Net issuance of common stock under stock-based compensation plans	4,383,019	(3,060,856)	—	5		(3)			—		(138)			15,084		—		(15,085)		(137)
Dividends on unvested Class A RSUs	—	—	—	—		—			—		—			—		(70)		(85)		(155)
Forfeiture of accrued distributions on unvested Class C shares	—	—	—	—		—			—		—			—		139		194		333
Stock-based compensation	—	—	—	—		—			—		—			2,472				2,301		4,773
Distributions for taxes on behalf of shareholders, net	—	—	—	—		—			—		—			—		(320)		(286)		(606)
Net loss	—	—	—	—		—			—		—			—		(60,081)		(77,401)		(137,482)
Balance at September 30, 2022	67,976,067	149,130,538	97,026,671	$	70	$	149		$	97	$	(13,225)		$	778,099	$	(265,567)	$	578,874	$	1,078,497

Balance at June 30, 2023	77,987,390	144,026,439	97,026,671	$	81	$	144		$	97	$	(15,324)		$	812,614	$	(408,220)	$	407,952	$	797,344
Deferred taxes and other tax adjustments related to conversions and exchanges	—	—	—	—		—			—		—			643		—		—		643
Net issuance of common stock under stock-based compensation plans	1,777,657	(278,890)	—	2		—			—		(270)			3,502		—		(2,657)		577
Forfeiture of accrued dividend equivalents on unvested Class A RSUs	—	—	—	—		—			—		—			—		1		2		3
Forfeiture of accrued distributions on unvested Class C shares	—	—	—	—		—			—		—			—		202		281		483
Stock-based compensation	—	—	—	—		—			—		—			2,169		—		1,771		3,940
Refunds of tax distributions, net	—	—	—	—		—			—		—			—		108		99		207
Net loss	—	—	—	—		—			—		—			—		(16,599)		(17,663)		(34,262)
Balance at September 30, 2023	79,765,047	143,747,549	97,026,671	$	83	$	144		$	97	$	(15,594)		$	818,928	$	(424,508)	$	389,785	$	768,935

See accompanying notes to the unaudited consolidated financial statements.

loanDepot, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

(Dollars in thousands)

(Unaudited)


	Common stock outstanding		Common stock $			Treasury Stock			Additional paid-in capital		Retained Deficit			Non-controlling Interests		Total Equity
	Class A	Class C	Class D	Class A				Class C					Class D
Balance at December 31, 2021	36,466,936	172,729,168	100,822,084	$	38	$	173		$	101	$	(12,852)		$	565,073	$	(28,976)	$	1,105,803	$	1,629,360
Deferred taxes and other tax adjustments related to conversions and exchanges	—	—	—	—		—			—		—			(19,835)		—		—		(19,835)
Net issuance of common stock under stock-based compensation plans	31,509,131	(23,598,630)	(3,795,413)	32		(24)			(4)		(373)			227,013		—		(227,017)		(373)
Dividends to Class A and Class D shareholders ($0.08 per share)	—	—	—	—		—			—		—			—		(5,343)		(6,481)		(11,824)
Distributions to Class C shareholders	—	—	—	—		—			—		—			—		(6,199)		(7,471)		(13,670)
Stock-based compensation	—	—	—	—		—			—		—			5,848		—		5,946		11,794
Distributions for taxes on behalf of shareholders, net		—	—	—		—			—		—			—		(29,299)		(35,033)		(64,332)
Net loss	—		—	—		—			—		—			—		(195,750)		(256,873)		(452,623)
Balance at September 30, 2022	67,976,067	149,130,538	97,026,671	$	70	$	149		$	97	$	(13,225)		$	778,099	$	(265,567)	$	578,874	$	1,078,497

Balance at December 31, 2022	72,497,011	145,693,119	97,026,671	$	74	$	146		$	97	$	(13,282)		$	788,601	$	(342,137)	$	487,974	$	921,473
Deferred taxes and other tax adjustments related to conversions and exchanges	—	—	—	—		—			—		—			7,309		—		—		7,309
Net issuance of common stock under stock-based compensation plans	7,268,036	(1,945,570)	—	9		(2)			—		(2,312)			14,501		—		(13,160)		(964)
Forfeiture of accrued dividend equivalents on unvested Class A RSUs	—	—	—	—		—			—		—			—		130		164		294
Forfeiture of accrued distributions on unvested Class C shares	—	—	—	—		—			—		—			—		202		281		483
Stock-based compensation	—	—	—	—		—			—		—			8,517		—		7,102		15,619
Refund of tax distributions, net	—	—	—	—		—			—		—			—		247		217		464
Net loss	—	—	—	—		—			—		—			—		(82,950)		(92,793)		(175,743)
Balance at September 30, 2023	79,765,047	143,747,549	97,026,671	$	83	$	144		$	97	$	(15,594)		$	818,928	$	(424,508)	$	389,785	$	768,935

See accompanying notes to the unaudited consolidated financial statements.

loanDepot, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


		Three Months Ended March 31,					Nine Months Ended September 30,
		2023		2022			2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES	CASH FLOWS FROM OPERATING ACTIVITIES					CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	Net loss	$	(91,721)	$	(91,318)	Net loss	$	(175,743)	$	(452,623)
Adjustments to reconcile net loss to net	Adjustments to reconcile net loss to net					Adjustments to reconcile net loss to net
cash provided by operating activities:	cash provided by operating activities:					cash provided by operating activities:
Depreciation and amortization expense	Depreciation and amortization expense	10,026		10,545		Depreciation and amortization expense	31,339		32,110
Amortization of operating lease right-of-use asset	Amortization of operating lease right-of-use asset	3,386		5,597		Amortization of operating lease right-of-use asset	10,129		17,107
Amortization of debt issuance costs	Amortization of debt issuance costs	1,855		4,195		Amortization of debt issuance costs	5,054		12,842
Gain on origination and sale of loans	Gain on origination and sale of loans	(43,016)		(442,771)		Gain on origination and sale of loans	(344,334)		(946,506)
Gain on sale of servicing rights	Gain on sale of servicing rights	(191)		(20,134)		Gain on sale of servicing rights	(10,811)		(10,548)
Fair value change in trading securities	Fair value change in trading securities	(2,486)		7,592		Fair value change in trading securities	765		20,196
Provision for loss obligation on sold loans and servicing rights	Provision for loss obligation on sold loans and servicing rights	9,725		23,347		Provision for loss obligation on sold loans and servicing rights	10,086		125,047
Decrease in provision for deferred income taxes	Decrease in provision for deferred income taxes	(14,874)		(14,269)		Decrease in provision for deferred income taxes	(28,619)		(62,733)
Fair value change in derivative assets	Fair value change in derivative assets	(25,763)		(63,176)		Fair value change in derivative assets	21,321		32,223
Fair value change in derivative liabilities	Fair value change in derivative liabilities	(31,830)		75,569		Fair value change in derivative liabilities	(17,750)		112,040
Premium paid on derivatives	Premium paid on derivatives	(19,450)		(93,256)		Premium paid on derivatives	(68,532)		(154,205)

Fair value change in loans held for sale	Fair value change in loans held for sale	(38,751)		225,137		Fair value change in loans held for sale	(10,288)		255,716
Fair value change in servicing rights	Fair value change in servicing rights	56,025		(121,874)		Fair value change in servicing rights	41,356		(180,136)
Stock-based compensation expense	Stock-based compensation expense	5,926		2,309		Stock-based compensation expense	15,619		11,794

Originations of loans	Originations of loans	(4,891,247)		(21,373,625)		Originations of loans	(17,097,155)		(46,842,973)
Proceeds from sales of loans	Proceeds from sales of loans	5,366,139		22,948,300		Proceeds from sales of loans	17,777,518		52,732,911
Proceeds from principal payments	Proceeds from principal payments	15,097		60,287		Proceeds from principal payments	93,671		119,708
Payments to investors for loan repurchases	Payments to investors for loan repurchases	(148,589)		(141,146)		Payments to investors for loan repurchases	(369,565)		(578,010)

Gain on extinguishment of debt	Gain on extinguishment of debt	—		(10,528)		Gain on extinguishment of debt	(1,690)		(10,528)

Goodwill impairment						Goodwill impairment	—		40,736
Disbursements from joint ventures	Disbursements from joint ventures	3,919		922		Disbursements from joint ventures	15,288		8,435

Changes in operating assets and liabilities:
Other changes in operating assets and liabilities	Other changes in operating assets and liabilities	41,172		156,736		Other changes in operating assets and liabilities	133,544		132,310
Net cash provided by operating activities	Net cash provided by operating activities	205,352		1,148,439		Net cash provided by operating activities	31,203		4,414,913

CASH FLOWS FROM INVESTING ACTIVITIES	CASH FLOWS FROM INVESTING ACTIVITIES					CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	Purchase of property and equipment	(6,275)		(14,295)		Purchase of property and equipment	(16,317)		(37,613)
Proceeds from sale of servicing rights	Proceeds from sale of servicing rights	12,029		303,777		Proceeds from sale of servicing rights	171,167		689,937

Cash flows received on trading securities	Cash flows received on trading securities	1,168		1,894		Cash flows received on trading securities	4,144		5,894
Investments in joint ventures	Investments in joint ventures	—		(350)		Investments in joint ventures	—		(350)

Net cash flows provided by investing activities	Net cash flows provided by investing activities	6,922		291,026		Net cash flows provided by investing activities	158,994		657,868

See accompanying notes to the unaudited consolidated financial statements.

loanDepot, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

(Dollars in thousands)

(Unaudited)


		Three Months Ended March 31,					Nine Months Ended September 30,
		2023		2022			2023		2022
CASH FLOWS FROM FINANCING ACTIVITIES	CASH FLOWS FROM FINANCING ACTIVITIES					CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings on warehouse and other lines of credit	Proceeds from borrowings on warehouse and other lines of credit	$	4,566,739	$	24,542,427	Proceeds from borrowings on warehouse and other lines of credit	$	15,727,217	$	52,089,587
Repayment of borrowings on warehouse and other lines of credit	Repayment of borrowings on warehouse and other lines of credit	(4,883,022)		(26,192,719)		Repayment of borrowings on warehouse and other lines of credit	(15,975,960)		(57,017,350)

Proceeds from debt obligations	Proceeds from debt obligations	19,067		1,131,952		Proceeds from debt obligations	210,755		2,106,024
Payments on debt obligations	Payments on debt obligations	(6,108)		(800,092)		Payments on debt obligations	(295,385)		(1,442,931)
Payments of debt issuance costs	Payments of debt issuance costs	(14)		(3,402)		Payments of debt issuance costs	(777)		(4,555)

Treasury stock purchased to net settle and withhold taxes on vested shares	Treasury stock purchased to net settle and withhold taxes on vested shares	(570)		(162)		Treasury stock purchased to net settle and withhold taxes on vested shares	(2,312)		(373)
Dividends and shareholder distributions	Dividends and shareholder distributions	(664)		(30,230)		Dividends and shareholder distributions	(2,275)		(118,905)
Net cash used in financing activities	Net cash used in financing activities	(304,572)		(1,352,226)		Net cash used in financing activities	(338,737)		(4,388,503)

Net change in cash and cash equivalents and restricted cash	Net change in cash and cash equivalents and restricted cash	(92,298)		87,239		Net change in cash and cash equivalents and restricted cash	(148,540)		684,278

Cash and cash equivalents and restricted cash at beginning of the period	Cash and cash equivalents and restricted cash at beginning of the period	980,501		620,596		Cash and cash equivalents and restricted cash at beginning of the period	980,501		620,596
Cash and cash equivalents and restricted cash at end of the period		$	888,203	$	707,835

Cash and cash equivalents and restricted cash at end of the period						Cash and cash equivalents and restricted cash at end of the period	$	831,961	$	1,304,874

SUPPLEMENTAL DISCLOSURES:	SUPPLEMENTAL DISCLOSURES:					SUPPLEMENTAL DISCLOSURES:
Cash paid (received) during the period for:	Cash paid (received) during the period for:					Cash paid (received) during the period for:
Interest	Interest	$	57,822	$	51,080	Interest	$	223,477	$	178,135
Income taxes	Income taxes	(3,474)		5,858		Income taxes	(3,862)		23,857

Supplemental disclosure of noncash investing and financing activities	Supplemental disclosure of noncash investing and financing activities					Supplemental disclosure of noncash investing and financing activities
Operating leases right-of-use assets obtained in exchange for lease liabilities	Operating leases right-of-use assets obtained in exchange for lease liabilities	$	2,734	$	2,768	Operating leases right-of-use assets obtained in exchange for lease liabilities	$	7,490	$	14,677
Trading securities retained in securitizations	Trading securities retained in securitizations	—		30,076		Trading securities retained in securitizations	—		50,426

See accompanying notes to the unaudited consolidated financial statements.

loanDepot, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ are in thousands, unless otherwise indicated)

(Unaudited)

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements were prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the statements 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 were included. The results of operations for the three and nine months ended ~~March 31,~~September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report of loanDepot, Inc. on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”).

Nature of Operations

loanDepot, Inc. was incorporated in Delaware on November 6, 2020 to facilitate the initial public offering (“IPO”) of its Class A common stock and related transactions in order to carry on the business of LD Holdings Group LLC (“LD Holdings”) and its consolidated subsidiaries. loanDepot, Inc.’s common stock began trading on the New York Stock Exchange on February 11, 2021 under the ticker symbol “LDI.” loanDepot, Inc. is a holding company and its sole material asset is its equity interest in LD Holdings. As of ~~March 31,~~September 30, 2023, the consolidated subsidiaries of LD Holdings included loanDepot.com, LLC, (“LDLLC”), Artemis Management LLC (“ART”), LD Settlement Services, LLC (“LDSS”), mello Holdings, LLC (“Mello”), and mello Credit Strategies LLC (“MCS”).

The Company engages in the originating, financing, selling, and servicing of residential mortgage loans, and engages in title, escrow, and settlement services for mortgage loan transactions. The Company derives income primarily from gains on the origination and sale of loans to investors, income from loan servicing, and fees charged for settlement services related to the origination and sale of loans.

Summary of Significant Accounting Policies

Our accounting policies are described below and in Note 1- Description of Business and Summary of Significant Accounting Policies, of our audited consolidated financial statements included in our 2022 Form 10-K.

Consolidation and Basis of Presentation

The Company's consolidated financial statements are prepared in accordance with GAAP as codified in the FASB’s Accounting Standards Codification (“ASC” or the “Codification”). In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

loanDepot, Inc. is a holding company, its sole material asset is its equity interest in LD Holdings and as the sole managing member of LD Holdings, loanDepot, Inc. indirectly operates and controls all of LD Holdings’ business and affairs. LD Holdings is also a holding company and has no material assets other than its equity interests in its direct subsidiaries consisting of a 99.99% ownership in LDLLC (the majority asset of the group), and 100% equity ownership in ART, LDSS, Mello, and MCS. The financial results of LD Holdings and its subsidiaries are consolidated with loanDepot, Inc., and the consolidated net earnings or loss are allocated to noncontrolling interest to reflect the entitlement of certain members that still hold Class A holdings units (“Holdco Units”) and Class C common stock, (“Continuing LLC Members”) as of the periods presented.

The accompanying consolidated financial statements include all of the assets, liabilities, and results of operations of the Company and consolidated variable interest entities (“VIEs”) in which the Company is the primary beneficiary. VIEs are entities that have a total equity investment at risk that is insufficient to permit the entity to finance its activities without additional subordinated financial support, whose equity investors at risk lack the ability to control the entity's activities, or is structured with non-substantive voting rights. The Company evaluates its associations with VIEs, both at inception and when

there is a change in circumstance that requires reconsideration, to determine if the Company is the primary beneficiary and consolidation is required. A primary beneficiary is defined as a variable interest holder that has a controlling financial interest. A controlling financial interest requires both: (a) the power to direct the activities that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses or receive benefits of a VIE that could potentially be significant to the VIE. The Company has not provided financial or other support during the periods presented to any VIE that it was not previously contractually required to provide. Other entities that the Company does not consolidate, but for which it has significant influence over operating and financial policies, are accounted for using the equity method. All intercompany accounts and transactions have been eliminated in consolidation.

The Company has evaluated subsequent events for recognition or disclosure through the date of this report and has not identified any recordable or disclosable events that were not already reported in these consolidated financial statements or notes thereto.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Management has made significant estimates in certain areas, including determining the fair value of loans held for sale, servicing rights, derivative assets and derivative liabilities, trading securities, awards granted under the incentive equity plan, determining the loan loss obligation on sold loans and MSRs. Actual results could differ from those estimates.

Concentration of Risk

The Company has concentrated its credit risk for cash by maintaining deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk related to cash.

Due to the nature of the mortgage lending industry, changes in interest rates may significantly impact revenue from originating mortgages and subsequent sales of loans to investors, which are the primary source of income for the Company. The Company originates mortgage loans on property located throughout the United States, with loans originated for property located in California totaling approximately 17% of total loan originations for the ~~three~~nine months ended ~~March 31,~~September 30, 2023.

The Company sells mortgage loans to various third-party investors. ~~Three~~Four investors accounted for ~~11%~~36%, ~~29%~~28%, 12%, and ~~33%~~5% of the Company’s loan sales for the ~~three~~nine months ended ~~March 31,~~September 30, 2023. No other investors accounted for more than 5% of the loan sales for the ~~three~~nine months ended ~~March 31,~~September 30, 2023.

The Company funds loans through warehouse and other lines of credit. As of ~~March 31,~~September 30, 2023, ~~17%~~22% and 12% of the Company's warehouse lines were payable to two separate lenders.

NOTE 2 – FAIR VALUE

The Company's consolidated financial statements include assets and liabilities that are measured based on their estimated fair values. Refer to Note 1 - Description of Business, Presentation and Summary of Significant Accounting Policies in the 2022 Form 10-K for information on the fair value hierarchy, valuation methodologies, and key inputs used to measure financial assets and liabilities recorded at fair value, as well as methods and assumptions used to estimate fair value disclosures for financial instruments not recorded at fair value in their entirety on a recurring basis.

The following tables present the carrying amount and estimated fair value of financial instruments included in the consolidated financial statements.


	September 30, 2023
	Carrying Amount		Estimated Fair Value
			Level 1		Level 2		Level 3

Assets
Cash and cash equivalents	$	717,196	$	717,196	$	—	$	—
Restricted cash	114,765		114,765		—		—
Loans held for sale, at fair value	2,070,748		—		2,070,748		—
Derivative assets, at fair value	86,622		—		51,686		34,936
Servicing rights, at fair value	2,053,359		—		—		2,053,359
Trading securities, at fair value	89,334		—		89,334		—
Loans eligible for repurchase	639,806		—		639,806		—

Liabilities
Warehouse and other lines of credit	$	1,897,859	$	—	$	1,897,859	$	—
Derivative liabilities, at fair value	49,742		34,445		4,388		10,909
Servicing rights, at fair value	14,705		—		—		14,705
Debt obligations:
Secured credit facilities	1,017,391		—		1,017,833		—

Term Notes	200,000		—		200,000		—


Senior Notes	988,696		—		728,555		—
Liability for loans eligible for repurchase	639,806		—		639,806		—

March 31, 2023
Carrying Amount Estimated Fair Value
Level 1 Level 2 Level 3
Assets
Cash and cash equivalents $ 798,119 $ 798,119 $ — $ —
Restricted cash 90,084 90,084 — —
Loans held for sale, at fair value 2,039,367 — 2,039,367 —
Derivative assets, at fair value 84,624 10,008 13,597 61,019
Servicing rights, at fair value 2,028,788 — — 2,028,788
Trading securities, at fair value 95,561 — 95,561 —
Loans eligible for repurchase 672,458 — 672,458 —
Liabilities
Warehouse and other lines of credit $ 1,830,319 $ — $ 1,830,319 $ —
Derivative liabilities, at fair value 35,662 5,166 28,199 2,297
Servicing rights, at fair value 12,220 — — 12,220
Debt obligations:
Secured credit facilities 1,111,366 — 1,111,812 —
Term Notes 199,791 — 200,000 —
Senior Notes 992,555 — 554,723 —
Liability for loans eligible for repurchase 672,458 — 672,458 —


	December 31, 2022
	Carrying Amount		Estimated Fair Value
			Level 1		Level 2		Level 3

Assets
Cash and cash equivalents	$	863,956	$	863,956	$	—	$	—
Restricted cash	116,545		116,545		—		—
Loans held for sale, at fair value	2,373,427		—		2,373,427		—
Derivative assets, at fair value	39,411		—		10,037		29,374
Servicing rights, at fair value	2,037,447		—		—		2,037,447
Trading securities, at fair value	94,243		—		94,243		—
Loans eligible for repurchase	634,677		—		634,677		—

Liabilities
Warehouse and other lines of credit	$	2,146,602	$	—	$	2,146,602	$	—
Derivative liabilities, at fair value	67,492		18,226		43,482		5,784
Servicing rights, at fair value	12,311		—		—		12,311
Debt obligations:
Secured credit facilities	1,097,831		—		1,098,853		—
Term Notes	199,666		—		200,000		—


Senior Notes	991,822		—		645,495		—
Liability for loans eligible for repurchase	634,677		—		634,677		—

Financial Statement Items Measured at Fair Value on a Recurring Basis

The following tables presents the Company’s assets and liabilities that are measured at fair value on a recurring basis by fair value hierarchy as of the dates indicated.

March 31, 2023
Level 1 Level 2 Level 3 Total
Fair value through net income:
Assets:
Loans held for sale $ — $ 2,039,367 $ — $ 2,039,367
Trading securities — 95,561 — 95,561
Derivative assets:
Interest rate lock commitments — — 61,019 61,019
Forward sale contracts — 10,977 — 10,977
Interest rate swap futures 10,008 — — 10,008
MBS put options — 2,620 — 2,620
Servicing rights — — 2,028,788 2,028,788
Total assets at fair value $ 10,008 $ 2,148,525 $ 2,089,807 $ 4,248,340
Liabilities:
Derivative liabilities:
Interest rate lock commitments $ — $ — $ 2,297 $ 2,297
Forward sale contracts — 28,199 — 28,199
Put options on treasuries 5,166 — — 5,166
Servicing rights — — 12,220 12,220
Total liabilities at fair value $ 5,166 $ 28,199 $ 14,517 $ 47,882


	September 30, 2023
	Level 1		Level 2		Level 3		Total
Fair value through net income:
Assets:
Loans held for sale	$	—	$	2,070,748	$	—	$	2,070,748
Trading securities	—		89,334		—		89,334
Derivative assets:
Interest rate lock commitments	—		—		34,936		34,936
Forward sale contracts	—		51,686		—		51,686


Servicing rights	—		—		2,053,359		2,053,359
Total assets at fair value	$	—	$	2,211,768	$	2,088,295	$	4,300,063
Liabilities:
Derivative liabilities:
Interest rate lock commitments	$	—	$	—	$	10,909	$	10,909
Interest rate swap futures	20,725		—		—		20,725
Forward sale contracts	—		4,388		—		4,388
Put options on treasuries	13,720		—		—		13,720

Servicing rights	—		—		14,705		14,705
Total liabilities at fair value	$	34,445	$	4,388	$	25,614	$	64,447


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Fair value through net income:
Assets:
Loans held for sale	$	—	$	2,373,427	$	—	$	2,373,427
Trading securities	—		94,243		—		94,243
Derivative assets:
Interest rate lock commitments	—		—		29,374		29,374
Forward sale contracts	—		6,676		—		6,676


MBS put options	—		3,361		—		3,361
Servicing rights	—		—		2,037,447		2,037,447
Total assets at fair value	$	—	$	2,477,707	$	2,066,821	$	4,544,528
Liabilities:
Derivative liabilities:
Interest rate lock commitments	$	—	$	—	$	5,784	$	5,784
Forward sale contracts	—		43,482		—		43,482
Put options on treasuries	10,831		—		—		10,831
Interest rate swap futures	7,395		—		—		7,395

Servicing rights	—		—		12,311		12,311

Total liabilities at fair value	$	18,226	$	43,482	$	18,095	$	79,803

911

The following presents the changes in the Company’s assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

Three Months Ended March 31, 2023
IRLCs, net Servicing
Rights, net
Balance at beginning of period $ 23,590 $ 2,025,136
Total net gains or losses included in earnings (realized and unrealized) 97,184 3,461
Sales and settlements
Sales (12,029)
Settlements (1)
(43,664) —
Transfers of IRLCs to closed loans (18,388) —
Balance at end of period $ 58,722 $ 2,016,568


	Three Months Ended September 30, 2023				Nine Months Ended September 30, 2023
	IRLCs, net		Servicing Rights, net		IRLCs, net		Servicing Rights, net
Balance at beginning of period	$	49,048	$	1,998,762	$	23,590	$	2,025,136
Total net gains (losses) included in:
Gain on origination and sale of loans, net:
Issuances and additions	76,759		80,068		276,067		215,229
Transfers of IRLC to LHFS	(79,538)		—		(208,381)		—
Other factors	(22,242)		—		(67,249)		—
Change in fair value of servicing rights, net(1)	—		33,796		—		(30,544)
Sales	—		(73,972)		—		(171,167)
Balance at end of period	$	24,027	$	2,038,654	$	24,027	$	2,038,654

(1)~~Funded amount~~The change in unrealized gains or losses relating to servicing rights still held at September 30, 2023 amounted to a net loss of $3.0 million and a net gain of $14.4 million for ~~IRLCs.~~the three and nine months ended September 30, 2023, respectively.

Three Months Ended March 31, 2022
IRLCs, net Servicing
Rights, net
Balance at beginning of period $ 180,620 $ 1,999,402
Total net gains or losses included in earnings (realized and unrealized) 142,958 411,768
Sales and settlements
Sales (332,983)
Settlements (1)
(232,922) —
Transfers of IRLCs to closed loans (78,656) —
Balance at end of period $ 12,000 $ 2,078,187

~~(1)Funded amount for IRLCs.~~


	Three Months Ended September 30, 2022				Nine Months Ended September 30, 2022
	IRLCs, net		Servicing Rights, net		IRLCs, net		Servicing Rights, net
Balance at beginning of period	$	57,605	$	2,204,593	$	180,620	$	1,999,402
Total net gains (losses) included in:
Gain on origination and sale of loans, net:
Issuances and additions	22,112		124,244		279,266		574,459
Transfers of IRLC to LHFS	(102,686)		—		(374,144)		—
Other factors	(41,749)		—		(150,460)		—
Change in fair value of servicing rights, net(1)	—		16,354		—		190,684
Sales	—		(331,922)		—		(751,276)
Balance at end of period	$	(64,718)	$	2,013,269	$	(64,718)	$	2,013,269

(1)The ~~following presents the~~change in unrealized gains ~~and~~or losses ~~included in earnings~~ relating to servicing rights that were still held at September 30, 2022, amounted to net gains of $150.5 million and $683.4 million for the ~~Company’s assets~~three and ~~liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):~~

Three Months Ended March 31, 2023
IRLCs, net
Servicing
Rights, net
Total net gains (losses) included in:
Gain on origination and sale of loans, net $ 35,132 $ 59,295
Change in fair value of servicing rights, net — (55,834)
Total 35,132 3,461
Change in unrealized gains (losses) relating to assets and liabilities still held at period end $ 58,722 $ (37,820)

nine months ended September 30, 2022, respectively.

1012

Three Months Ended March 31, 2022
IRLCs, net
Servicing
Rights, net
Total net gains (losses) included in:
Gain on origination and sale of loans, net $ (168,620) $ 269,760
Change in fair value of servicing rights, net — 142,008
Total (168,620) 411,768
Change in unrealized gains relating to assets and liabilities still held at period end $ 12,000 $ 408,140

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 basis:


		March 31, 2023				December 31, 2022					September 30, 2023				December 31, 2022
Unobservable Input	Unobservable Input	Range of inputs			Weighted Average (2)	Range of inputs			Weighted Average (2)	Unobservable Input	Range of inputs			Weighted Average(1)	Range of inputs			Weighted Average(1)
IRLCs:
IRLCs										IRLCs
Pull-through rate	Pull-through rate	7.6%	-	99.9%	73.9%	8.4%	-	99.9%	75.3%	Pull-through rate	2.2%	-	99.9%	80.3%	8.4%	-	99.9%	75.3%

Servicing rights	Servicing rights									Servicing rights
Discount rate~~(1)~~(2)	Discount rate~~(1)~~(2)	4.9%	-	16.1%	6.4%	5.0%	-	16.1%	6.5%	Discount rate~~(1)~~(2)	4.7%	-	16.6%	6.4%	5.0%	-	16.1%	6.5%
Prepayment rate~~(1)~~(2)	Prepayment rate~~(1)~~(2)	5.7%	-	18.8%	7.6%	5.8%	-	17.6%	7.2%	Prepayment rate~~(1)~~(2)	5.3%	-	18.2%	6.8%	5.8%	-	17.6%	7.2%
Cost to service (per loan)	Cost to service (per loan)	$63	-	$136	$88	$63	-	$138	$87	Cost to service (per loan)	$72	-	$133	$89	$63	-	$138	$87

(1)Weighted average inputs are based on the committed amounts for IRLCs and the UPB of the underlying loans for servicing rights.

(2)The Company estimates the fair value of MSRs using an option-adjusted spread (“OAS”) model, which projects MSR cash flows over multiple interest rate scenarios in conjunction with the Company’s prepayment model, and then discounts these cash flows at risk-adjusted rates.

~~(2)Weighted average inputs are based on the committed amounts for IRLCs and the UPB of the underlying loans for servicing rights.~~

Financial Statement Items Measured at Fair Value on a Nonrecurring Basis

The Company did not have any material assets or liabilities that were recorded at fair value on a non-recurring basis as of ~~March 31,~~September 30, 2023 or December 31, 2022.

Financial Statement Items Measured at Amortized Cost

Warehouse and other lines of credit - The Company’s warehouse and other lines of credit bear interest at a rate that is periodically adjusted based on a market index. The carrying value of warehouse and other lines of credit approximates fair value.

Debt obligations, net - Debt consists of secured credit facilities, Term Notes, and Senior Notes. The Company’s secured credit facilities and Term Notes accrue interest at a stated base rate, plus a margin, they are highly liquid and short-term in nature and as a result, their carrying value approximated fair value as of ~~March 31,~~September 30, 2023 and December 31, 2022. Fair value of the Company’s Senior Notes issued in October 2020 and March 2021 were estimated using the quoted market prices at ~~March 31,~~September 30, 2023. The debt obligations are classified as Level 2 in the fair value hierarchy.

1113

NOTE 3 – LOANS HELD FOR SALE, AT FAIR VALUE

The following table represents the unpaid principal balance of LHFS by product type of loan as of ~~March 31,~~September 30, 2023 and December 31, 2022:


		March 31, 2023				December 31, 2022					September 30, 2023				December 31, 2022
		Amount		%		Amount		%			Amount		%		Amount		%
Conforming - fixed	Conforming - fixed	$	1,202,885	59	%	$	1,441,497	59	%	Conforming - fixed	$	1,140,772	54	%	$	1,441,497	59	%
Conforming - ARM	Conforming - ARM	22,479		1		52,513		2		Conforming - ARM	12,200		1		52,513		2
Government - fixed	Government - fixed	748,674		37		815,921		34		Government - fixed	881,382		41		815,921		34
Government - ARM	Government - ARM	6,037		—		17,788		1		Government - ARM	9,113		—		17,788		1
Other - residential mortgage loans	Other - residential mortgage loans	69,731		3		101,137		4		Other - residential mortgage loans	80,687		4		101,137		4
Consumer loans	Consumer loans	1,748		—		1,774		—		Consumer loans	1,723		—		1,774		—
Total	Total	2,051,554		100	%	2,430,630		100	%	Total	2,125,877		100	%	2,430,630		100	%
Fair value adjustment	Fair value adjustment	(12,187)				(57,203)				Fair value adjustment	(55,129)				(57,203)
Loans held for sale, at fair value	Loans held for sale, at fair value	$	2,039,367			$	2,373,427			Loans held for sale, at fair value	$	2,070,748			$	2,373,427

A summary of the changes in the balance of loans held for sale is as follows:


		Three Months Ended March 31,					Three Months Ended September 30,				Nine Months Ended September 30,
			2023		2022				2023		2022		2023		2022
Balance at beginning of period	Balance at beginning of period		$	2,373,427	$	8,136,817		Balance at beginning of period	$	2,256,551	$	4,656,338	$	2,373,427	$	8,136,817
Origination and purchase of loans	Origination and purchase of loans		4,891,247		21,373,625			Origination and purchase of loans	6,005,613		9,700,119		17,097,155		46,842,973
Sales	Sales		(5,382,419)		(22,805,365)			Sales	(6,219,208)		(11,728,053)		(17,648,412)		(52,409,647)
Repurchases	Repurchases		133,458		139,015			Repurchases	88,820		164,435		331,961		498,101
Principal payments	Principal payments		(15,097)		(60,287)			Principal payments	(46,886)		(18,822)		(93,671)		(119,708)
Fair value gain (loss)			38,751		(225,137)
Fair value (loss) gain								Fair value (loss) gain	(14,142)		(81,197)		10,288		(255,716)
Balance at end of period	Balance at end of period		$	2,039,367	$	6,558,668		Balance at end of period	$	2,070,748	$	2,692,820	$	2,070,748	$	2,692,820

Gain on origination and sale of loans, net is comprised of the following components:


		Three Months Ended March 31,					Three Months Ended September 30,				Nine Months Ended September 30,
			2023		2022				2023		2022		2023		2022
Discount on loan sales			$	(26,669)	$	(236,096)
Discount from loan sales								Discount from loan sales	$	(64,973)	$	(83,312)	$	(108,289)	$	(756,602)
Servicing rights additions	Servicing rights additions		59,295		269,760			Servicing rights additions	80,068		124,244		215,229		574,459
Unrealized gains from derivative assets and liabilities	Unrealized gains from derivative assets and liabilities		36,060		158,743			Unrealized gains from derivative assets and liabilities	3,509		113,913		66,665		82,110
Realized (losses) gains from derivative assets and liabilities			(47,057)		349,040
Realized gains from derivative assets and liabilities								Realized gains from derivative assets and liabilities	58,417		37,950		15,063		940,824
Discount points, rebates and lender paid costs	Discount points, rebates and lender paid costs		57,446		60,067			Discount points, rebates and lender paid costs	83,772		57,634		222,332		189,468
Fair value gain (loss)			38,751		(225,137)
Provision for loan loss obligation for loans sold			(9,674)		(13,246)
Fair value (loss) gain								Fair value (loss) gain	(14,142)		(81,197)		10,288		(255,716)
Recovery (provision) for loan loss obligation for loans sold								Recovery (provision) for loan loss obligation for loans sold	2,198		(12,932)		(9,952)		(108,550)
Total gain on origination and sale of loans, net	Total gain on origination and sale of loans, net		$	108,152	$	363,131		Total gain on origination and sale of loans, net	$	148,849	$	156,300	$	411,336	$	665,993

The Company had ~~$18.3~~$24.9 million and $24.8 million of loans held for sale on non-accrual status as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively.

NOTE 4 – SERVICING RIGHTS, AT FAIR VALUE

The outstanding principal balance of the servicing portfolio was comprised of the following:


		March 31, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Conventional	Conventional	$	104,029,019	$	104,074,252	Conventional	$	104,281,437	$	104,074,252
Government	Government	37,644,445		37,096,679		Government	39,678,268		37,096,679
Total servicing portfolio	Total servicing portfolio	$	141,673,464	$	141,170,931	Total servicing portfolio	$	143,959,705	$	141,170,931

A summary of the changes in the balance of servicing rights, net of servicing rights liability is as follows:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022				2023		2022		2023		2022
Balance at beginning of period	Balance at beginning of period	$	2,025,136	$	1,999,402		Balance at beginning of period	$	1,998,762	$	2,204,593	$	2,025,136	$	1,999,402
Additions	Additions	59,295		269,760			Additions	80,068		124,244		215,229		574,459
Sales proceeds, net		(11,838)		(312,849)
Sales proceeds							Sales proceeds	(73,972)		(331,922)		(171,167)		(751,276)
Changes in fair value:	Changes in fair value:						Changes in fair value:
Due to changes in valuation inputs or assumptions	Due to changes in valuation inputs or assumptions	(21,368)		198,996			Due to changes in valuation inputs or assumptions	68,651		75,366		73,422		373,158
Due to collection/realization of cash flows	Due to collection/realization of cash flows	(34,657)		(77,122)			Due to collection/realization of cash flows	(38,502)		(49,519)		(114,777)		(193,022)
Realized gains (losses) on sales of servicing rights							Realized gains (losses) on sales of servicing rights	3,647		(9,493)		10,811		10,548
Balance at end of period	Balance at end of period	$	2,016,568	$	2,078,187		Balance at end of period	$	2,038,654	$	2,013,269	$	2,038,654	$	2,013,269

The following is a summary of the components of loan servicing fee income as reported in the Company’s consolidated statements of operations:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022				2023		2022		2023		2022
Contractual servicing fees	Contractual servicing fees	$	101,132	$	108,826		Contractual servicing fees	$	92,744	$	104,917	$	289,184	$	327,567
Late, ancillary and other fees	Late, ancillary and other fees	17,829		2,233			Late, ancillary and other fees	26,039		8,627		66,298		14,362
Servicing fee income	Servicing fee income	$	118,961	$	111,059		Servicing fee income	$	118,783	$	113,544	$	355,482	$	341,929

The following is a summary of the components of change in fair value of servicing rights, net as reported in the Company’s consolidated statements of operations:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022				2023		2022		2023		2022
Changes in fair value:	Changes in fair value:						Changes in fair value:
Due to changes in valuation inputs or assumptions	Due to changes in valuation inputs or assumptions	$	(21,368)	$	198,996		Due to changes in valuation inputs or assumptions	$	68,651	$	75,366	$	73,422	$	373,158
Due to collection/realization of cash flows	Due to collection/realization of cash flows	(34,657)		(77,122)			Due to collection/realization of cash flows	(38,502)		(49,519)		(114,777)		(193,022)
Realized gains on sales of servicing rights, net of provision		140		10,034
Net gain (loss) from derivatives hedging servicing rights		3,079		(200,291)
Realized gains (losses) on sales of servicing rights, net (1)							Realized gains (losses) on sales of servicing rights, net (1)	3,516		(13,489)		10,677		(5,949)
Net loss from derivatives hedging servicing rights							Net loss from derivatives hedging servicing rights	(69,353)		(50,837)		(96,290)		(314,557)
Changes in fair value of servicing rights, net	Changes in fair value of servicing rights, net	$	(52,806)	$	(68,383)		Changes in fair value of servicing rights, net	$	(35,688)	$	(38,479)	$	(126,968)	$	(140,370)

(1)Includes the provision for sold MSRs.

The table below illustrates hypothetical changes in fair values of servicing rights, caused by assumed immediate changes to key assumptions that are used to determine fair value.


		March 31, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Fair Value of Servicing Rights, net	Fair Value of Servicing Rights, net	$	2,016,568	$	2,025,136	Fair Value of Servicing Rights, net	$	2,038,654	$	2,025,136
Change in Fair Value from adverse changes:	Change in Fair Value from adverse changes:					Change in Fair Value from adverse changes:
Discount Rate:	Discount Rate:					Discount Rate:
Increase 1%	Increase 1%	(80,524)		(81,431)		Increase 1%	(79,707)		(81,431)
Increase 2%	Increase 2%	(155,548)		(157,281)		Increase 2%	(154,737)		(157,281)
Cost of Servicing:	Cost of Servicing:					Cost of Servicing:
Increase 10%	Increase 10%	(19,333)		(19,017)		Increase 10%	(19,681)		(19,017)
Increase 20%	Increase 20%	(38,772)		(38,127)		Increase 20%	(39,418)		(38,127)
Prepayment Speed:	Prepayment Speed:					Prepayment Speed:
Increase 10%	Increase 10%	(23,181)		(18,863)		Increase 10%	(13,297)		(18,863)
Increase 20%	Increase 20%	(45,837)		(37,546)		Increase 20%	(26,506)		(37,546)

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 servicing rights values may differ significantly from those displayed above.

NOTE 5 – DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

~~Derivatives~~Derivative instruments utilized by the Company primarily include interest rate lock commitments, forward sale contracts, MBS put options, put options on treasuries, and interest rate swap futures. Derivative financial instruments are recognized as assets or liabilities and are measured at fair value. The Company accounts for derivatives as free-standing derivatives and does not designate any derivative financial instruments for hedge accounting. 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 Company does not use derivative financial instruments for purposes other than in support of its risk management activities. Refer to Note 1- Description of Business and Summary of Significant Accounting Policies and Note 2- Fair Value for further details on derivatives in the 2022 Form 10-K.

The following summarizes the Company’s outstanding derivative instruments:


					Fair Value								Fair Value
		Notional		Balance Sheet Location	Asset		Liability			Notional		Balance Sheet Location	Asset		Liability
March 31, 2023:
September 30, 2023:									September 30, 2023:
Interest rate lock commitments	Interest rate lock commitments	$	2,840,324	Derivative asset, at fair value	$	61,019			Interest rate lock commitments	$	2,126,836	Derivative asset, at fair value	$	34,936
Interest rate lock commitments	Interest rate lock commitments	318,091		Derivative liabilities, at fair value	—		2,297		Interest rate lock commitments	890,285		Derivative liabilities, at fair value	—		10,909

Forward sale contracts	Forward sale contracts	341,310		Derivative asset, at fair value	10,977		—		Forward sale contracts	3,428,694		Derivative asset, at fair value	51,686		—
Forward sale contracts	Forward sale contracts	3,165,075		Derivative liabilities, at fair value	—		28,199		Forward sale contracts	190,694		Derivative liabilities, at fair value	—		4,388

Put options on treasuries	Put options on treasuries	—		Derivative asset, at fair value	—		—		Put options on treasuries	—		Derivative asset, at fair value	—		—
Put options on treasuries	Put options on treasuries	5,750		Derivative liabilities, at fair value	—		5,166		Put options on treasuries	4,700		Derivative liabilities, at fair value	—		13,720

MBS put options		300,000		Derivative asset, at fair value	2,620		—
MBS put options		—		Derivative liabilities, at fair value	—		—

Interest rate swap futures	Interest rate swap futures	607		Derivative asset, at fair value	10,008		—		Interest rate swap futures	—		Derivative asset, at fair value	—		—
Interest rate swap futures	Interest rate swap futures	—		Derivative liabilities, at fair value	—		—		Interest rate swap futures	638		Derivative liabilities, at fair value	—		20,725
				Total derivative financial instruments	$	84,624	$	35,662				Total derivative financial instruments	$	86,622	$	49,742


				Fair Value
	Notional		Balance Sheet Location	Asset		Liability
December 31, 2022:
Interest rate lock commitments	$	1,591,807	Derivative asset, at fair value	$	29,374	$	—
Interest rate lock commitments	622,706		Derivative liabilities, at fair value	—		5,784

Forward sale contracts	309,809		Derivative asset, at fair value	6,676		—
Forward sale contracts	2,963,685		Derivative liabilities, at fair value	—		43,482

Put options on treasuries	—		Derivative asset, at fair value	—		—
Put options on treasuries	8,050		Derivative liabilities, at fair value	—		10,831

MBS put options	400,000		Derivative asset, at fair value	3,361		—
MBS put options	—		Derivative liabilities, at fair value	—		—

Interest rate swap futures	—		Derivative asset, at fair value	—		—
Interest rate swap futures	211		Derivative liabilities, at fair value	—		7,395
			Total derivative financial instruments	$	39,411	$	67,492

Because many of the Company’s current derivative agreements are not exchange-traded, the Company is exposed to credit loss in the event of nonperformance by the counterparty to the agreements. The Company controls this risk through credit monitoring procedures including financial analysis, dollar limits and other monitoring procedures. The notional amount of the contracts does not represent the Company’s exposure to credit loss.

The following summarizes the realized and unrealized net gains or losses on derivative financial instruments and the consolidated statements of operations line items where such gains and losses are included:


			Three Months Ended March 31,					Three Months Ended September 30,			Nine Months Ended September 30,
Derivative instrument	Derivative instrument	Statements of Operations Location	2023		2022		Derivative instrument	Statements of Operations Location	2023		2022		2023		2022
Interest rate lock commitments, net	Interest rate lock commitments, net	Gain on origination and sale of loans, net	$	35,132	$	(168,620)	Interest rate lock commitments, net	Gain on origination and sale of loans, net	$	(25,021)	$	(122,323)	$	437	$	(245,338)
Forward sale contracts	Forward sale contracts	Gain on origination and sale of loans, net	(43,136)		664,519		Forward sale contracts	Gain on origination and sale of loans, net	89,539		259,360		90,585		1,221,817
Interest rate swap futures	Interest rate swap futures	Gain on origination and sale of loans, net	(60)		(33,682)		Interest rate swap futures	Gain on origination and sale of loans, net	(4,689)		2,279		(11,748)		(82,251)
Put options	Put options	Gain on origination and sale of loans, net	(2,933)		45,566		Put options	Gain on origination and sale of loans, net	2,097		12,547		2,454		128,706
Forward sale contracts	Forward sale contracts	Change in fair value of servicing rights, net	(2,791)		(74,227)		Forward sale contracts	Change in fair value of servicing rights, net	(9,044)		(16,293)		(17,471)		(113,920)
Interest rate swap futures	Interest rate swap futures	Change in fair value of servicing rights, net	1,238		(126,663)		Interest rate swap futures	Change in fair value of servicing rights, net	(49,808)		(31,598)		(58,581)		(197,177)
Put options	Put options	Change in fair value of servicing rights, net	4,632		599		Put options	Change in fair value of servicing rights, net	(10,501)		(2,946)		(20,238)		(3,460)
Total realized and unrealized (losses) gains on derivative financial instruments	Total realized and unrealized (losses) gains on derivative financial instruments		$	(7,918)	$	307,492	Total realized and unrealized (losses) gains on derivative financial instruments		$	(7,427)	$	101,026	$	(14,562)	$	708,377

NOTE 6 – BALANCE SHEET NETTING

The Company has entered into agreements with counterparties, which include netting arrangements whereby the counterparties are entitled to settle their positions on a net basis. In certain circumstances, the Company is required to provide certain counterparties financial instruments and cash collateral against derivative financial instruments, warehouse and other lines of credit, or debt obligations. Cash collateral is held in margin accounts and included in restricted cash on the Company's consolidated balance sheets.

The table below represents financial assets and liabilities that are subject to master netting arrangements or similar agreements categorized by financial instrument, together with corresponding financial instruments and corresponding collateral received or pledged. In circumstances where right of set off criteria is met, the related asset and liability are presented in a net position on the consolidated balance sheets. Warehouse and other lines of credit and secured debt obligations were secured by financial instruments and cash collateral with fair values that exceeded the liability amount recorded on the consolidated balance sheets as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively. Refer to Note 8 – Warehouse and Other Lines of Credit for further details on cash collateral requirements.


		March 31, 2023																					September 30, 2023
		Gross amounts recognized				Gross amounts offset in consolidated balance sheet			Net amounts presented in consolidated balance sheet			Gross amounts not offset in consolidated balance sheet						Net amount					Gross amounts recognized		Gross amounts offset in consolidated balance sheet					Net amounts presented in consolidated balance sheet					Gross amounts not offset in consolidated balance sheet										Net amount

								Financial instruments									Cash collateral																Financial instruments					Cash collateral

Assets:	Assets:																																										Assets:
Forward sale contracts	Forward sale contracts			$	26,662							$	(15,685)		$	10,977					$	—						$	—				$	10,977	Forward sale contracts				$	69,474				$			(17,788)	$	51,686	$	—	$	(37,278)	$	14,408

MBS put options				2,620							—			2,620			—			—				2,620
Interest rate swap futures				10,008					—			10,008			—			—			10,008
Total assets		$	39,290			$	(15,685)		$	23,605		$	—		$	—		$	23,605

Total Assets																				Total Assets			$	69,474		$	(17,788)				$	51,686				$	—				$	(37,278)				$	14,408

Liabilities:	Liabilities:																			Liabilities:
Forward sale contracts	Forward sale contracts	$	43,884			$	(15,685)		$	28,199		$	—		$	(25,904)		$	2,295	Forward sale contracts			$	22,176	$	(17,788)				$	4,388				$	—				$	—				$	4,388
Put options on treasuries	Put options on treasuries	5,166				—			5,166			—			(5,166)			—		Put options on treasuries			13,720		—					13,720					—					(13,720)					—

Interest rate swap futures																				Interest rate swap futures			20,725		—					20,725					—					(20,725)					—
Warehouse and other lines of credit	Warehouse and other lines of credit	1,830,319				—			1,830,319			(1,830,319)			—			—		Warehouse and other lines of credit			1,897,859		—					1,897,859					(1,897,859)					—					—
Secured debt obligations (1)	Secured debt obligations (1)	1,311,812				—			1,311,812			(1,311,812)			—			—		Secured debt obligations (1)			1,217,833		—					1,217,833					(1,217,833)					—					—
Total liabilities	Total liabilities	$	3,191,181			$	(15,685)		$	3,175,496		$	(3,142,131)		$	(31,070)		$	2,295	Total liabilities			$	3,172,313	$	(17,788)				$	3,154,525				$	(3,115,692)				$	(34,445)				$	4,388

(1)Secured debt obligations as of ~~March 31,~~September 30, 2023 included secured credit facilities and Term Notes.

1619


	December 31, 2022
	Gross amounts recognized		Gross amounts offset in consolidated balance sheets		Net amounts presented in consolidated balance sheets		Gross amounts not offset in consolidated balance sheets				Net amount

							Financial instruments		Cash collateral


Assets:
Forward sale contracts	$	39,386	$	(32,710)	$	6,676	$	—	$	—	$	6,676

MBS put options	3,361		—		3,361		—		—		3,361

Total assets	$	42,747	$	(32,710)	$	10,037	$	—	$	—	$	10,037

Liabilities:
Forward sale contracts	$	76,192	$	(32,710)	$	43,482	$	—	$	(36,270)	$	7,212
Put options on treasuries	10,831		—		10,831		—		(10,831)		—
Interest rate swap futures	7,395		—		7,395		—		(7,395)		—
Warehouse and other lines of credit	2,146,602		—		2,146,602		(2,146,602)		—		—
Secured debt obligations (1)	1,298,853		—		1,298,853		(1,298,853)		—		—
Total liabilities	$	3,539,873	$	(32,710)	$	3,507,163	$	(3,445,455)	$	(54,496)	$	7,212

(1)Secured debt obligations as of December 31, 2022 included secured credit facilities and Term Notes.

NOTE 7 – VARIABLE INTEREST ENTITIES

The determination of whether the assets and liabilities of the VIEs are consolidated or not consolidated in the consolidated balance sheets depends on the terms of the related transaction and the Company’s continuing involvement, if any, with the VIE. The Company is deemed the primary beneficiary and therefore consolidates VIEs for which it has both (a) the power, through voting rights or similar rights, to direct the activities that most significantly impact the VIE's economic performance, and (b) benefits, as defined, from the VIE. The Company determines whether it holds a significant variable interest in a VIE based on a consideration of both qualitative and quantitative factors regarding the nature, size, and form of its involvement with the VIE. The Company assesses whether it is the primary beneficiary of a VIE on an ongoing basis. The Company did not provide any non-contractual financial support to VIEs for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and year ended December 31, 2022.

~~Consolidated VIEs~~

The Company is a holding company, its sole material asset is its equity interest in LD Holdings and as the sole managing member of LD Holdings, the Company indirectly operates and controls all of LD Holdings’ business and affairs. LD Holdings is considered a VIE and the financial results of LD Holdings and its subsidiaries are consolidated. A portion of net earnings or loss is allocated to noncontrolling interest to reflect the entitlement of the Continuing LLC Members.

The Company is involved in several types of securitization and financing transactions that utilize special purpose entities (“SPEs”). The Company’s principal use of SPEs is to obtain liquidity by securitizing certain of its financial and non-financial assets. SPEs involved in the Company’s securitization and other financing transactions are often considered VIEs.

The Company ~~consolidates securitization facilities that finance mortgage loans held for sale, and SPEs established as trusts to finance mortgage servicing rights and servicing advance receivables. The Company~~ sells assets to a securitization or trust, which issue beneficial interests that are collateralized by the transferred assets and entitle the investors to specified cash flows generated therefrom. The Company may retain beneficial interests in the assets sold. The Company also holds certain conditional repurchase options specific to these securitizations that allow it to repurchase assets from the securitization entity. The Company’s economic exposure to loss from outstanding third-party financing is generally limited to the carrying value of the assets financed. The Company has retained risks in the securitizations including customary representations and warranties. For securitization facilities, the Company, as seller, has an option to prepay and redeem outstanding classes of issued notes after

a set time period has elapsed. The Company’s exposure to these entities is primarily through its role as seller, servicer, and administrator. Servicing functions include, but are not limited to, general collection activity, preparing and furnishing statements, and loss mitigation efforts including repossession and sale of collateral.

~~The Company may sell~~ mortgage loans to investors through private label securitizations, which are accounted for either as sales or secured borrowings. The Company may retain economic interests in the securitized and sold assets, which are generally retained in the form of senior or subordinated interests, residual interests, and/or servicing rights. The Company evaluates its interests in each private label securitization for classification as a VIE. The Company accounts for a securitization as a sale when it has relinquished control over the transferred financial assets and does not hold other interests in the VIE that individually, or in the aggregate, would absorb more than an insignificant amount of the VIE’s expected losses or receive more than an insignificant amount of the VIE’s expected residual returns. The Company has an option to exercise a cleanup call to purchase the remaining mortgage loans and any trust property when the remaining aggregate principal balance is less than 10% of the initial aggregate principal balance.

Consolidated VIEs

The Company consolidates securitization facilities that finance mortgage loans held for sale, and SPEs established as trusts to finance mortgage servicing rights and servicing advance receivables. The Company transfers assets to a securitization or trust, which issue beneficial interests that are collateralized by the transferred assets and entitle the investors to specified cash flows generated therefrom. The Company may retain beneficial interests in the assets transferred. The Company also holds certain conditional repurchase options specific to these securitizations that allow it to repurchase assets from the securitization entity. The Company’s economic exposure to loss from outstanding third-party financing is generally limited to the carrying value of the assets financed. The Company has retained risks in the securitizations including customary representations and warranties. For securitization facilities, the Company, as seller, has an option to prepay and redeem outstanding classes of issued notes after a set time period has elapsed. The Company’s exposure to these entities is primarily through its role as seller, servicer, and administrator. Servicing functions include, but are not limited to, general collection activity, preparing and furnishing statements, and loss mitigation efforts including repossession and sale of collateral.

The table below presents a summary of the carrying value and balance sheet classification of assets and liabilities in the Company’s ~~consolidated~~ securitization and SPE ~~VIEs.~~VIEs


		March 31, 2023		December 31, 2022			September 30, 2023		December 31, 2022

Assets	Assets					Assets
Loans held for sale, at fair value	Loans held for sale, at fair value	$	506,808	$	497,574	Loans held for sale, at fair value	$	492,374	$	497,574
Restricted cash	Restricted cash	3,547		6,735		Restricted cash	13,641		6,735
Servicing rights, at fair value	Servicing rights, at fair value	553,236		544,729		Servicing rights, at fair value	621,435		544,729
Prepaid expenses and other assets	Prepaid expenses and other assets	55,819		54,887		Prepaid expenses and other assets	54,924		54,887
Total	Total	$	1,119,410	$	1,103,925	Total	$	1,182,374	$	1,103,925

Liabilities	Liabilities					Liabilities
Warehouse and other lines of credit	Warehouse and other lines of credit	$	500,000	$	500,000	Warehouse and other lines of credit	$	500,000	$	500,000
Debt obligations, net:	Debt obligations, net:					Debt obligations, net:
MSR Facilities	MSR Facilities	126,874		116,874		MSR Facilities	150,000		116,874
Servicing advance facilities	Servicing advance facilities	50,316		48,484		Servicing advance facilities	15,997		48,484
Term notes	Term notes	199,791		199,666		Term notes	200,000		199,666

Total	Total	$	876,981	$	865,024	Total	$	865,997	$	865,024

Non-Consolidated VIEs

The nature, purpose, and activities of non-consolidated VIEs currently encompass the Company’s investments in retained interests from securitizations and joint ventures. The table below presents a summary of the nonconsolidated VIEs for which the Company holds variable interests.

1821


		March 31, 2023												September 30, 2023
		Carrying value				Maximum exposure to loss				Total assets in VIEs				Carrying value						Maximum exposure to loss			Total assets in VIEs
		Assets		Liabilities							Assets				Liabilities
Retained interests	Retained interests	$	95,561	$	—			$	95,561			$	2,285,471	Retained interests		$	89,334		$	—		$	89,334	$	2,225,893
Investments in joint ventures	Investments in joint ventures	18,266		—		18,266				18,622	Investments in joint ventures			18,778			—			18,778			19,788
Total	Total	$	113,827	$	—	$	113,827				Total			$	108,112		$	—		$	108,112

		December 31, 2022												December 31, 2022
		Carrying value				Maximum exposure to loss				Total assets in VIEs				Carrying value						Maximum exposure to loss			Total assets in VIEs
		Assets		Liabilities							Assets				Liabilities
Retained interests	Retained interests	$	94,243	$	—			$	94,243			$	2,309,739	Retained interests		$	94,243		$	—		$	94,243	$	2,309,739
Investments in joint ventures	Investments in joint ventures	20,410		—		20,410				38,682	Investments in joint ventures			20,410			—			20,410			38,682
Total	Total	$	114,653	$	—	$	114,653				Total			$	114,653		$	—		$	114,653

Retained interests

In 2022 and 2021, the Company completed the sale and securitization of non-owner occupied residential mortgage loans. Pursuant to the credit risk retention requirements, the Company, as sponsor, is required to retain at least a 5% economic interest in the credit risk of the assets collateralizing the securitization transactions. The retained interests represent a variable interest in the securitizations. The Company determined it was not the primary beneficiary of the VIE. The Company’s continuing involvement is limited to customary servicing obligations as servicer and servicing administrator associated with retained servicing rights and the receipt of principal and interest associated with the retained interests. The investors and the securitization trusts have no recourse to the Company’s assets; holders of the securities issued by each trust can look only to the loans owned by the trust for payment. The retained interests held by the Company are subject principally to the credit risk stemming from the underlying transferred loans. The securitization trusts used to effect these transactions are variable interest entities that the Company does not consolidate. The Company remeasures the carrying value of its retained interests at each reporting date to reflect their current fair value which is included in trading securities, at fair value on the consolidated balance sheets, with corresponding gains or losses included in other income on the consolidated statements of operations. As of ~~March 31,~~September 30, 2023, the remaining principal balance of loans transferred to these securitization trusts was ~~$2.3~~$2.2 billion of which ~~$10.6~~$8.7 million was 90 days or more past due.

Investments in joint ventures

The Company’s joint ventures include investments with home builders, real estate brokers, and commercial real estate companies to provide loan origination services and real estate settlement services to customers referred by the Company’s joint venture partners. The Company is generally not determined to be the primary beneficiary in its joint venture VIEs because it does not have the power, through voting rights or similar rights, to direct the activities that most significantly impact the economic performance of the VIE. The Company’s pro rata share of net earnings of joint ventures was ~~$3.8~~$5.6 million and $15.1 million for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, and ~~$2.0~~$4.6 million and $10.8 million for the three and nine months ended ~~March 31,~~September 30, 2022, respectively, and is included in other income in the consolidated statements of operations.

NOTE 8 – WAREHOUSE AND OTHER LINES OF CREDIT

At ~~March 31,~~September 30, 2023, the Company was a party to 9 revolving lines of credit with lenders providing ~~$4.1~~an aggregate $3.9 billion of warehouse and securitization facilities. The facilities are used to fund, and are secured by, residential mortgage

loans held for sale. The facilities are repaid using proceeds from the sale of loans. Interest is generally payable monthly in arrears or on the

repurchase date of a loan, and outstanding principal is payable upon receipt of loan sale proceeds or on the repurchase date of a loan. Outstanding principal related to a particular loan must also be repaid after the expiration of a contractual period of time or, if applicable, upon the occurrence of certain events of default with respect to the underlying loan. Interest expense is recorded to interest expense on the consolidated statements of operations. The base interest rates on the facilities bear interest at ~~SOFR,~~the secured overnight financing rate (“SOFR”), or other alternative base rate, plus a margin. Some of the facilities carry additional 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. As of ~~March 31,~~September 30, 2023, the interest rate was comprised of the applicable base rate plus a spread ranging from 1.37% to 2.25%. The base interest rate for warehouse facilities is 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. The warehouse lines are scheduled to expire through ~~2023.~~2024. As of ~~March 31,~~September 30, 2023 there was one securitization facility with an original three year term scheduled to expire in 2024. All warehouse lines and other lines of credit are subject to renewal based on an annual credit review conducted by the lender.

Certain warehouse line lenders require the Company to maintain cash accounts with minimum required balances at all times. As of ~~March 31,~~September 30, 2023 and December 31, 2022, the Company had posted a total of ~~$7.8~~$17.9 million and $11.0 million, restricted cash as collateral with our warehouse lenders and securitization facilities of which $4.3 million and $4.3 million were the minimum required balances.

Under the terms of these warehouse lines, the Company is required to maintain various ~~financial and other~~ covenants. As of ~~March 31,~~September 30, 2023, ~~the Company amended certain warehouse lines related to certain profitability covenants, following which~~ the Company was in compliance with ~~those financial covenants.~~covenants under the warehouse lines.

Securitization Facilities

In October 2021, the Company issued notes and a class of owner trust certificates through an additional securitization facility (“2021-3 Securitization Facility”) backed by a revolving warehouse line of credit. The 2021-3 Securitization Facility is secured by newly originated, first-lien, fixed-rate or adjustable-rate, residential mortgage loans originated in accordance with the criteria of Fannie Mae and Freddie Mac for the purchase of mortgage loans or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2021-3 Securitization Facility issued $500.0 million in notes that bear interest at ~~30-day LIBOR, or other alternative base rate such as~~ SOFR, plus a margin. The 2021-3 Securitization Facility will terminate on the earlier of (i) the three-year anniversary of the initial purchase date, (ii) the Company exercising its right to optional prepayment in full, and (iii) the date of the occurrence and continuance of an event of default.

The following table presents information on warehouse and securitization facilities and the outstanding balance as of ~~March 31,~~September 30, 2023 and December 31, 2022:


									Outstanding Balance									Outstanding Balance
		Committed Amount		Uncommitted Amount		Total Facility Amount		Expiration Date	March 31, 2023		December 31, 2022			Committed Amount		Uncommitted Amount		Total Facility Amount		Expiration Date	September 30, 2023		December 31, 2022
Facility 1(1)	Facility 1(1)	$	400,000	$	350,000	$	750,000	10/26/2023	$	212,349	$	382,098	Facility 1(1)	$	400,000	$	350,000	$	750,000	10/26/2023	$	421,563	$	382,098
Facility 2~~(2)~~(3)	Facility 2~~(2)~~(3)	—		300,000		300,000		9/25/2023	182,777		236,144		Facility 2~~(2)~~(3)	—		300,000		300,000		9/23/2024	171,715		236,144
Facility 3~~(3)~~	Facility 3~~(3)~~	—		300,000		300,000		4/18/2023	214,915		177,900		Facility 3~~(3)~~	—		300,000		300,000		4/16/2024	151,185		177,900
Facility 4	Facility 4	—		300,000		300,000		12/28/2023	94,960		202,548		Facility 4	—		300,000		300,000		12/28/2023	148,419		202,548
Facility 5~~(2)~~(3)	Facility 5~~(2)~~(3)	—		200,000		200,000		N/A	—		—		Facility 5~~(2)~~(3)	—		200,000		200,000		N/A	1,230		—
Facility 6~~(2)~~(3)	Facility 6~~(2)~~(3)	100,000		500,000		600,000		9/29/2023	93,942		180,273		Facility 6~~(2)~~(3)	100,000		500,000		600,000		9/27/2024	115,324		180,273
Facility 7(4)	Facility 7(4)	400,000		400,000		800,000		5/5/2023	307,683		295,064		Facility 7(4)	250,000		350,000		600,000		11/1/2023	152,395		295,064

Facility 8	Facility 8	—		300,000		300,000		9/21/2023	223,693		172,575		Facility 8	—		300,000		300,000		9/20/2024	236,028		172,575
Facility 9(5)	Facility 9(5)	500,000		—		500,000		10/21/2024	500,000		500,000		Facility 9(5)	500,000		—		500,000		10/21/2024	500,000		500,000
Total	Total	$	1,400,000	$	2,650,000	$	4,050,000		$	1,830,319	$	2,146,602	Total	$	1,250,000	$	2,600,000	$	3,850,000		$	1,897,859	$	2,146,602

(1)The total facility is available both to fund loan originations and also provide liquidity under a gestation facility to finance recently sold MBS up to the MBS settlement date.

In October 2023, this facility was extended to mature in October 2024.

(2)In October 2023, the $300.0 million facility was amended to provide $1.0 million committed and $299.0 million uncommitted.

~~(2)~~(3)In addition to the warehouse line, the lender provides a separate gestation facility to finance recently sold MBS up to the MBS settlement date.

~~(3)In May 2023, this facility was extended to April 2024.~~

(4)In ~~addition to~~November 2023, the outstanding balance secured by mortgage loans, the Company has $126.9 million outstanding to finance servicing rights included within debt obligations in the consolidated balance sheets. In May 2023, thiswarehouse facility was ~~extended to November 2023 and total facility reduced to $600.0 million of which $250.0 million is committed.~~not renewed.

(5)Securitization backed by a revolving warehouse facility to finance newly originated first-lien fixed and adjustable rate mortgage loans.

The following table presents information on borrowings under warehouse and securitization facilities:


		Three Months Ended March 31,						Three Months Ended September 30,					Nine Months Ended September 30,
			2023			2022				2023			2022			2023			2022
Maximum outstanding balance during the period	Maximum outstanding balance during the period		$	2,152,855		$	7,672,559		Maximum outstanding balance during the period	$	2,280,996		$	4,354,864		$	2,280,996		$	7,672,559
Average balance outstanding during the period	Average balance outstanding during the period		1,518,210			6,290,744			Average balance outstanding during the period	1,879,355			3,417,252			1,721,404			4,868,397
Collateral pledged (loans held for sale)	Collateral pledged (loans held for sale)		1,909,375			6,431,228			Collateral pledged (loans held for sale)	1,980,157			2,566,330			1,980,157			2,566,330
Weighted average interest rate during the period	Weighted average interest rate during the period		6.62		%	2.01		%	Weighted average interest rate during the period	7.23		%	3.81		%	6.97		%	2.64		%

NOTE 9 – DEBT OBLIGATIONS

The following table presents the outstanding debt as of ~~March 31,~~September 30, 2023 and December 31, 2022:


		March 31, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Secured debt obligations, net:	Secured debt obligations, net:					Secured debt obligations, net:
Secured credit facilities	Secured credit facilities					Secured credit facilities
MSR facilities	MSR facilities	$	974,410	$	963,834	MSR facilities	$	925,130	$	963,834
Securities financing facilities	Securities financing facilities	86,640		85,513		Securities financing facilities	76,264		85,513
Servicing advance facilities	Servicing advance facilities	50,316		48,484		Servicing advance facilities	15,997		48,484
Total secured credit facilities	Total secured credit facilities	1,111,366		1,097,831		Total secured credit facilities	1,017,391		1,097,831
Term Notes	Term Notes	199,791		199,666		Term Notes	200,000		199,666

Total secured debt obligations, net	Total secured debt obligations, net	1,311,157		1,297,497		Total secured debt obligations, net	1,217,391		1,297,497
Unsecured debt obligations, net:	Unsecured debt obligations, net:					Unsecured debt obligations, net:

Senior Notes	Senior Notes	992,555		991,822		Senior Notes	988,696		991,822

Total debt obligations, net	Total debt obligations, net	$	2,303,712	$	2,289,319	Total debt obligations, net	$	2,206,087	$	2,289,319

Certain of the Company’s secured debt obligations require us to satisfy financial covenants, including minimum levels of profitability, tangible net worth, liquidity, and maximum levels of consolidated leverage. The Company obtained amendments relating to certain profitability covenants. As a result, the Company was in compliance with all such financial covenants as of ~~March 31,~~September 30, 2023.

Secured Credit Facilities

Secured credit facilities are revolving facilities collateralized by MSRs, trading securities, and servicing advances.

MSR Facilities

In October 2014, the Company entered into a $25.0 million credit facility to finance servicing rights and for other working capital needs and general corporate purposes. The ~~Company has entered into subsequent amendments to increase and decrease the size of the~~ facility ~~and extend the maturity date. The facility is~~was secured by Freddie Mac mortgage servicing ~~rights~~

with a fair value of $275.9 million as of March 31, 2023 and accrues interest at a base rate per annum of 30-day LIBOR, or other alternative base rate such as SOFR, plus a margin. As of March 31, 2023, there was $200.0 million outstanding on this facility with a maturity of June 2023. At March 31, 2023, capacity under therights. The facility was $200.0 million. Advances for servicing rights are determined using a borrowing base formula calculated against the fair market value of the pledged servicing rights. In April 2023, capacity under this facilitynot renewed and was ~~lowered to $185.0 million.~~paid off in September 2023.

In December 2021, the Company entered into a credit facility agreement. The agreement ~~which provides $300.0~~was amended in June 2023 to provide for $490.0 million in borrowing capacity, with an option to increase up to ~~$500.0~~$600.0 million upon mutual consent, available to the Company. The facility is secured by Freddie Mac mortgage servicing rights with a fair value of ~~$514.4~~$745.0 million as of ~~March 31,~~September 30, 2023. The facility bears interest at SOFR, plus a margin per annum and matures in December 2023. At ~~March 31,~~September 30, 2023, there was ~~$300.0~~$450.0 million outstanding on this facility and $0.4 million in unamortized deferred financing costs.

In January 2022, the Company entered into a credit facility agreement which provides $500.0 million in borrowing capacity. The facility is secured by Fannie Mae mortgage servicing rights with a fair value of ~~$627.0~~$615.6 million as of ~~March 31,~~September 30, 2023. The facility bears interest at SOFR, plus a margin per annum and matures in January 2025. At ~~March 31,~~September 30, 2023, there was ~~$348.0~~$325.6 million outstanding on this facility and ~~$0.1 million in~~no unamortized deferred financing costs.

In August 2017, the Company established the GMSR Trust to finance its Ginnie Mae mortgage servicing rights ~~owned by~~through the ~~Company through~~ issuance of ~~either~~ variable funding notes or term notes, ~~in each case~~both secured by ~~participation certificates held by the GMSR Trust. As of March 31, 2023, the Company had pledged~~ participation certificates representing beneficial interests in Ginnie Mae mortgage servicing rights toheld by the GMSR ~~Trust with a fair value of $553.2 million. At March 31, 2023 the maximum borrowing capacity of the~~Trust. These variable funding notes ~~was $200.0 million. The variable funding notes bear~~accrue interest at SOFR plus a margin per ~~annum and mature in May 2023.~~annum. As of ~~March 31,~~September 30, 2023, ~~there were $126.9~~the Company had pledged participation certificates with a fair value of $621.4 million, with $150.0 million in outstanding variable funding notes ~~outstanding~~scheduled to ~~finance~~mature in November 2023. In November 2023, the maturity of the GMSR Trust variable funding notes was extended to January 2024, with a borrowing capacity of $175.0 million, which also includes variable funding notes secured by principal and interest advance receivables or

servicing advance receivables related to residential mortgage loans serviced on behalf of Ginnie Mae, ~~mortgage servicing rights owned by~~as discussed in the ~~Company.~~

Servicing Advance Facilities section below.

Securities Financing Facilities

The Company has entered into master repurchase agreements to finance retained interest securities related to its securitizations. ~~Each~~The securities financing facilities have an advance rate between 70% and 90% based on classes of the securities ~~financing facilities has a 90 day term~~ and ~~accrues~~accrue interest at a rate of 90-day SOFR, plus a margin. The securities financing facilities ~~have an advance rate between 50% and 90% based on classes of the securities and~~ are secured by the trading securities, which represent our retained interests in the credit risk of the assets collateralizing certain securitization transactions. As of ~~March 31,~~September 30, 2023, the trading securities had a fair value of ~~$95.6~~$89.3 million on the consolidated balance sheets and there were ~~$86.6~~$76.3 million in securities financing facilities outstanding.

Servicing Advance Facilities

In September 2020, the Company, through its indirect-wholly owned subsidiary loanDepot Agency Advance Receivables Trust (the “Advance Receivables Trust”), entered into a variable funding note facility for the financing of servicing advance receivables with respect to residential mortgage loans serviced by it on behalf of Fannie Mae and Freddie Mac. Pursuant to an indenture, the Advance Receivables Trust can issue up to $100.0 million in variable funding notes (the “2020-VF1 Notes”). The 2020-VF1 Notes accrue interest at SOFR, plus a margin per annum and mature in September ~~2023~~2024 (unless earlier redeemed in accordance with their terms). At ~~March 31,~~September 30, 2023, there was ~~$20.2~~$16.0 million in 2020-VF1 Notes outstanding.

In November 2021, the Company, through the GMSR Trust, issued variable funding notes secured by principal and interest advance receivables and servicing advance receivables ~~with respect~~related to residential mortgage loans serviced on behalf of Ginnie Mae. ~~The~~These variable funding notes bear interest at SOFR plus a margin per ~~annum and mature in May 2023.~~annum. As of ~~March 31,~~September 30, 2023, there was ~~$30.1 million~~no balance outstanding on these variable funding notes, which were scheduled to mature in November 2023. In November 2023, the variable funding ~~notes.~~notes were extended to January 2024.

Term Notes

In October 2018, the Company, through the GMSR Trust issued the Series 2018-GT1 Term Notes (“Term Notes”). ~~The~~In September 2023, the Term Notes were extended to mature in October 2025 and accrue interest at ~~30-day LIBOR, or other alternative base rate such as~~ SOFR plus a margin per ~~annum and~~

~~mature in October 2023 or, if extended pursuant to the terms of the related indenture supplement, October 2025 (unless earlier redeemed in accordance with their terms).~~annum. At ~~March 31,~~September 30, 2023, there was $200.0 million in Term Notes outstanding and ~~$0.2 million in~~no unamortized deferred financing costs.

Senior Notes

In October 2020, the Company issued $500.0 million in aggregate principal amount of 6.50% unsecured senior ~~unsecured~~ notes due 2025, (the “2025 Senior Notes”). The 2025 Senior Notes will mature on November 1, 2025. Interest on the 2025 Senior Notes accrues at a rate of 6.50% per annum, payable semi-annually in arrears on May 1 and November 1 of each year. The Company may redeem the 2025 Senior Notes, in whole or in part, at various redemption prices. ~~At March 31,~~During the third quarter of 2023, the Company repurchased $2.3 million of 2025 Senior Notes at an average purchase price of 79.8% of par, which resulted in a $436,000 gain on extinguishment of debt. Gain on extinguishment of debt is recorded in other interest expense on the consolidated statement of operations. As of September 30, 2023, there ~~was $500.0~~were $497.8 million in 2025 Senior Notes outstanding and ~~$4.6~~$3.7 million in unamortized deferred financing costs.

In March 2021, the Company issued $600.0 million in aggregate principal amount of 6.125% unsecured senior ~~unsecured~~ notes due 2028 (the “2028 Senior Notes” and together with the 2025 Senior Notes, the "Senior Notes"). The 2028 Senior Notes will mature on April 1, 2028. Interest on the 2028 Senior Notes accrues at a rate of 6.125% per annum, payable semi-annually in arrears on April 1 and October 1 of each year. At any time prior to April 1, 2024, the Company may redeem ~~some or all of~~ the 2028 Senior Notes at ~~a price equal to~~ 100% of the principal, ~~amount~~plus accrued interest and a make-whole premium. Up to 40% of the principal may be redeemed before April 1, 2024 with proceeds from certain equity offerings at a price of 106.125% of the principal plus accrued interest. After April 1, 2024 the Company may redeem the 2028 Senior Notes ~~plus accrued and unpaid interest, if any, to, but not including, the date of~~at various redemption ~~plus a make-whole premium.~~prices. During the first quarter of 2022, the Company repurchased $97.5 million of 2028 Senior Notes at an average purchase price of 87.9% of par, which

resulted in a $10.5 million gain on extinguishment of ~~debt recorded in other interest expense on~~debt. During the ~~consolidated statement~~second quarter of ~~operations. The~~2023, the Company ~~may also redeem the~~repurchased $0.1 million of 2028 Senior Notes at a purchase price of 60.1% of par, which resulted in ~~whole or in part, at any time~~a $39,000 gain on ~~or after April 1, 2024 at various redemption prices.~~extinguishment of debt. In ~~addition, subject to certain conditions at any time prior to April 1, 2024,~~the third quarter of 2023, the Company ~~may redeem up to 40%~~repurchased $3.0 million of ~~the principal amount of the~~ 2028 Senior Notes ~~with the proceeds of certain equity offerings~~ at a ~~redemption~~purchase price of ~~106.125%~~58.5% of ~~the principal amount~~par, resulting in a $1.2 million gain on extinguishment of ~~the 2028 Senior Notes, together with accrued and unpaid interest, if any, to, but not including, the date~~debt. As of ~~redemption. At March 31,~~September 30, 2023, there ~~was $502.5~~were $499.4 million in 2028 Senior Notes outstanding and ~~$5.3~~$4.7 million in unamortized deferred financing costs.

Interest Expense

Interest expense on all outstanding debt obligations with variable rates is paid based on SOFR, or other alternative base rate, plus a margin ranging from ~~0.80%~~0.90% - 3.50%.

NOTE 10 – EQUITY

The Company consolidates the financial results of LD Holdings and reports noncontrolling interest related to the interests held by the Continuing LLC Members. The noncontrolling interest of ~~$437.3~~$389.8 million and $488.0 million as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively, represented the economic interest in LD Holdings held by the Continuing LLC Members. The Continuing LLC Members have the right to exchange one Holdco Unit and one share of Class B common stock or Class C common stock, as applicable, together for cash or one share of Class A common stock at the Company’s election, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications. As Continuing LLC Members convert shares, noncontrolling interest is adjusted to proportionately reduce the economic interest

in LD Holdings with an offset to additional paid-in-capital on the consolidated statements of equity. The following table summarizes the ownership of LD Holdings as of ~~March 31,~~September 30, 2023 and December 31, 2022.


		March 31, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Holding Member Interests:	Holding Member Interests:	Holdco Units	Ownership Percentage	Holdco Units	Ownership Percentage	Holding Member Interests:	Holdco Units	Ownership Percentage	Holdco Units	Ownership Percentage
loanDepot, Inc.	loanDepot, Inc.	172,127,841	54.28%	169,523,682	53.78%	loanDepot, Inc.	176,791,718	55.15%	169,523,682	53.78%
Continuing LLC Members	Continuing LLC Members	144,983,025	45.72%	145,693,119	46.22%	Continuing LLC Members	143,747,549	44.85%	145,693,119	46.22%
Total	Total	317,110,866	100.00%	315,216,801	100.00%	Total	320,539,267	100.00%	315,216,801	100.00%

NOTE 11 – EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share of Class A common stock and Class D common stock is computed by dividing net income (loss) attributable to loanDepot, Inc. by the weighted-average number of shares of Class A common stock and Class D common stock, respectively, outstanding during the period. Diluted earnings (loss) per share of Class A common stock and Class D common stock is computed by dividing net income (loss) attributable to loanDepot, Inc. by the weighted-average number of shares of Class A common stock and Class D common stock respectively, outstanding adjusted to give effect to potentially dilutive securities. Diluted EPS was computed using the treasury stock method for Class A RSUs, nonqualified stock options, and ESPP shares and the if-converted method for Class C common stock.

There was no Class B common stock outstanding ~~as of March 31,~~during the nine months ended September 30, 2023 orand 2022. The following table sets forth the calculation of basic and diluted earnings (loss) per share for Class A common stock and Class D common stock:

Three Months Ended
March 31, 2023
Class A Class D Total
Net loss attributable to loanDepot, Inc. $ (18,534) $ (24,373) $ (42,907)
Weighted average shares - basic 73,783,147 97,026,671 170,809,818
Loss per share - basic $ (0.25) $ (0.25) $ (0.25)
Diluted loss per share:
Net loss allocated to common stockholders - diluted $ (18,534) $ (24,373) $ (42,907)
Weighted average shares - diluted 73,783,147 97,026,671 170,809,818
Loss per share - diluted $ (0.25) $ (0.25) $ (0.25)

Three Months Ended
March 31, 2022
Class A Class D Total
Net loss attributable to loanDepot, Inc. $ (10,367) $ (24,374) $ (34,741)
Weighted average shares - basic 41,480,725 97,527,165 139,007,890
Loss per share - basic $ (0.25) $ (0.25) $ (0.25)
Diluted loss per share:
Net loss allocated to common stockholders - diluted $ (10,367) $ (24,374) $ (34,741)
Weighted average shares - diluted 41,480,725 97,527,165 139,007,890
Loss per share - diluted $ (0.25) $ (0.25) $ (0.25)

2427


	Three Months Ended						Nine Months Ended
	September 30, 2023						September 30, 2023
	Class A		Class D		Total		Class A		Class D		Total


Net loss attributable to loanDepot, Inc.	$	(7,446)	$	(9,153)	$	(16,599)	$	(36,580)	$	(46,370)	$	(82,950)





Weighted average shares - basic	78,936,133		97,026,671		175,962,804		76,542,315		97,026,671		173,568,986

Loss per share - basic	$	(0.09)	$	(0.09)	$	(0.09)	$	(0.48)	$	(0.48)	$	(0.48)

Diluted loss per share:



Net loss allocated to common stockholders - diluted	$	(7,446)	$	(9,153)	$	(16,599)	$	(36,580)	$	(46,370)	$	(82,950)





Weighted average shares - diluted	78,936,133		97,026,671		175,962,804		76,542,315		97,026,671		173,568,986

Loss per share - diluted	$	(0.09)	$	(0.09)	$	(0.09)	$	(0.48)	$	(0.48)	$	(0.48)


	Three Months Ended						Nine Months Ended
	September 30, 2022						September 30, 2022
	Class A		Class D		Total		Class A		Class D		Total


Net loss attributable to loanDepot, Inc.	$	(24,200)	$	(35,881)	$	(60,081)	$	(70,420)	$	(125,330)	$	(195,750)





Weighted average shares - basic	65,437,698		97,026,671		162,464,369		54,611,035		97,192,893		151,803,928

Loss per share - basic	$	(0.37)	$	(0.37)	$	(0.37)	$	(1.29)	$	(1.29)	$	(1.29)

Diluted loss per share:



Net loss allocated to common stockholders - diluted	$	(24,200)	$	(35,881)	$	(60,081)	$	(70,420)	$	(125,330)	$	(195,750)





Weighted average shares - diluted	65,437,698		97,026,671		162,464,369		54,611,035		97,192,893		151,803,928

Loss per share - diluted	$	(0.37)	$	(0.37)	$	(0.37)	$	(1.29)	$	(1.29)	$	(1.29)

For the three and nine months ended ~~March 31,~~September 30, 2023, 147,171,089 and ~~March 31, 2022, 149,210,417 and 181,035,804~~148,741,661, respectively, of shares of Class C common stock were evaluated for the assumed exchange of noncontrolling interests and determined to be anti-dilutive, and thus were excluded from the computation of diluted loss per share.

For the three and nine months ~~March 31,~~ended September 30, 2023, ~~21,470,046~~14,659,858 and 18,796,509, respectively, of Class A RSUs, nonqualified stock options, and ESPP shares were determined to be anti-dilutive, and thus excluded from the computation of diluted loss per share.

For the three and nine months ended ~~March 31,~~September 30, 2022, 156,677,534 and ~~2,608,518~~167,796,888, respectively, of shares of Class C common stock were evaluated for the assumed exchange of noncontrolling interests and determined to be anti-dilutive, and thus were excluded from the computation of diluted loss per share.

For the three and nine months ended September 30, 2022, 14,869,764 and 12,907,024, respectively, of Class A RSUs and nonqualified stock options were determined to be anti-dilutive, and thus excluded from the computation of diluted loss per share.

NOTE 12 – INCOME TAXES

The Company’s income tax expense varies from the expense that would be expected based on statutory rates due principally to its organizational structure.

As of ~~March 31,~~September 30, 2023 and December 31, 2022, the Company had a deferred tax asset before any valuation allowance of ~~$127.2~~$104.5 million and $70.5 million, respectively, and a deferred tax liability of ~~$230.4~~$190.2 million and $191.6 million, respectively. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. The deferred tax liability as of ~~March 31,~~September 30, 2023 and December 31, 2022 relates to temporary differences in the book basis as compared to the tax basis of loanDepot, Inc.’s investment in LD Holdings, net of tax benefits from future deductions for payments made under a Tax Receivable Agreement (“TRA”) as a result of the IPO. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company’s effective tax rate in the future. Deferred income taxes are measured using the applicable tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on the tax rates that have been enacted at the reporting date. The Company measured its deferred tax assets and liabilities at ~~March 31,~~September 30, 2023 and December 31, 2022 using the combined federal and state rate (less federal benefit) of ~~27.3%.~~27.0% and 27.4%, respectively. The Company establishes a valuation allowance when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. As of ~~March 31,~~September 30, 2023, the Company had a valuation allowance of deferred tax assets $0.4 million on tax credits that have limited carryforward periods and may expire prior to the Company being able to utilize them. The Company did not establish a valuation allowance for remaining deferred tax assets as the Company believes it is more-likely-than-not that the Company will realize the benefits of the deferred tax assets. The Company recognized a TRA liability of ~~$52.1~~$53.8 million and $50.7 million as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively, which represents the Company’s estimate of the aggregate amount that it will pay under the TRA, refer to Note 14- Commitments and Contingencies, for further information on the TRA liability.

NOTE 13 – RELATED PARTY TRANSACTIONS

In conjunction with its joint ventures, the Company entered into agreements to provide services to the joint ventures for which it receives and pays fees. Services for which the Company earns fees comprise of loan processing and administrative services (legal, accounting, human resources, data processing and management information, assignment processing, post-closing, underwriting, facilities management, quality control, management consulting, risk management, promotions, public relations, advertising and compliance with credit agreements). The Company also originates eligible mortgage loans referred by its joint ventures for which the Company pays the joint ventures a broker fee.

Fees earned, costs incurred, and amounts payable to or receivable from joint ventures were as follows:
Three Months Ended
March 31,
2023 2022
Loan processing and administrative services fee income $ 4,177 $ 3,330
Loan origination broker fees expense 26,786 20,129

March 31,
2023 December 31,
2022
Amounts payable to joint ventures $ (6,549) $ (9,776)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Loan processing and administrative services fee income	$	5,639	$	4,876	$	15,033	$	12,754
Loan origination broker fees expense	$	34,402	$	31,917	$	94,784	$	81,843


	September 30, 2023		December 31, 2022
Amounts payable to joint ventures	$	6,124	$	9,776

The Company has entered into a TRA with Parthenon Stockholders and certain Continuing LLC Members. There were no payments made during the ~~three~~nine months ended ~~March 31,~~September 30, 2023 or ~~the three months ended March 31,~~September 30, 2022.

NOTE 14– COMMITMENTS AND CONTINGENCIES

Escrow Services

In conducting its operations, the Company, through its wholly-owned subsidiaries, LDSS and ACT, routinely hold customers' assets in escrow pending completion of real estate financing transactions. These amounts are maintained in segregated bank accounts and are offset with the related liabilities resulting in no amounts reported in the accompanying consolidated balance sheets. The balances held for the Company’s customers totaled ~~$3.6~~$8.2 million and $5.1 million at ~~March 31,~~September 30, 2023 and December 31, 2022, respectively.

Legal Proceedings

The Company is a defendant in, or a party to, legal actions and 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. These matters include actions alleging improper lending practices, improper servicing, quiet title actions, improper foreclosure practices, violations of consumer protection laws, etc., and on account of consumer bankruptcies. In many of these actions, the Company may not be the real party of interest (because the Company is not the servicer of the loan or the holder of the note) but it may appear in the pleadings because it is in the chain of title to property over which there may be a dispute. Such matters may be indemnified and managed by the appropriate party, which may be the Company’s subservicer or a former subservicer. In other cases, such as lien avoidance cases brought in bankruptcy, the Company is insured by title insurance, and the case is turned over to the title insurer who tenders the Company’s defense. 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.

The Company seeks to resolve all litigation and regulatory matters in the manner management believes is in the best interest of the Company and contests liability, allegations of wrongdoing, and, where applicable, the amount of damages or scope of any penalties or other relief sought as appropriate in each pending matter. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with outstanding legal and regulatory proceedings utilizing the latest information available. Any estimated loss is subject to significant judgment and is based upon currently available information, a variety of assumptions, and known and unknown uncertainties. Where available information indicates that it is probable a liability has been incurred and the Company can reasonably estimate the amount of the loss, an accrued liability is established. The actual costs of resolving these proceedings may be substantially higher or lower than the amounts accrued.

The ultimate outcome of legal proceedings is uncertain, and the amount of any future potential loss is not considered probable or estimable. The Company expects to incur defense costs and other expenses in connection with any such legal proceedings. If the final resolution of any legal proceedings is unfavorable, it could have a material adverse effect on the Company’s business and financial condition.

Based on the Company’s current understanding of 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, unfavorable resolutions could affect the Company’s consolidated financial position, results of operations or cash flows for the years in which they are resolved.

Employment Litigation

On December 24, 2020, the Company received a demand letter from one of the senior members of its operations team alleging, among other things, loan origination noncompliance and various employment related claims, including hostile work environment and gender discrimination, with unspecified damages. The executive has since resigned her position with the

Company. On September 21, 2021, Plaintiff filed her complaint ~~led~~ with the Superior Court of the State of California, County of Orange and an amended complaint was filed on December 21, 2021. Following some motion practice, on June 30, 2022, the Company filed its answer and affirmative defenses to the amended complaint. The Company deposed the Plaintiff and anticipates filing its Motion for Summary Judgment, or in the ~~Alternative,~~alternative, Summary Adjudication on or before ~~May 17,~~November 15, 2023. The ~~plaintiff~~Plaintiff seeks damages in excess of $75 million. ~~The Company believes this lawsuit is without merit continues to vigorously defend against it. Discovery in this matter is still ongoing.~~

While the Company’s management does not believe these

allegations have merit, defending such allegations has resulted in and will likely continue to result in substantial costs and a diversion of management’s attention and resources.

The ultimate outcome of the other legal proceedings is uncertain, and the amount of any future potential loss is not considered probable or estimable. The Company will incur defense costs and other expenses in connection with these legal proceedings. If the final resolution of any legal proceedings is unfavorable, it could have a material adverse effect on the Company’s business and financial condition.

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, unfavorable resolutions could affect the consolidated financial position, results of operations or cash flows for the years in which they are resolved.

~~Regulatory Requirements~~

The Company is subject to various capital requirements by the U.S. Department of Housing and Urban Development (“HUD”); lenders of the warehouse lines of credit; and secondary markets investors. Failure to maintain minimum capital requirements could result in the inability to participate in HUD-assisted mortgage insurance programs, to borrow funds from warehouse line lenders or to sell or service mortgage loans. As of March 31, 2023, Because the Company ~~was~~believes this lawsuit is without merit it continues to vigorously defend against it. Discovery in ~~compliance with its selling and servicing capital requirements.~~this matter is still ongoing.

Commitments to Extend Credit

The Company enters into IRLCs with customers who have applied for residential mortgage loans and meet certain credit and underwriting criteria. These commitments expose the Company to market risk if interest rates change and the loan is not economically hedged or committed to an investor. The Company is also exposed to credit loss if the loan is originated and not sold to an investor and the customer does not perform. The collateral upon extension of credit typically consists of a first deed of trust in the mortgagor’s residential property. Commitments to originate loans do not necessarily reflect future cash requirements as some commitments are expected to expire without being drawn upon. Total commitments to originate loans as of ~~March 31,~~September 30, 2023 and December 31, 2022 approximated ~~$3.2~~$3.0 billion and $2.2 billion, respectively. These loan commitments are treated as derivatives and are carried at fair value, refer to Note 5- Derivative Financial Instruments and Hedging Activities for further information on derivatives.

Loan Loss Obligation for Sold Loans

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 establishes a loan repurchase reserve for losses associated with repurchase loan obligations if the Company breached a representation or warranty given to the loan purchaser. Additionally, the Company’s loan loss obligation for sold loans includes an estimate for losses associated with early payoffs and early payment defaults. There have been charge-offs associated with early payoffs, early payment defaults and losses related to representations, warranties, and other provisions for the three and nine months ended ~~March 31, 2023.~~

September 30, 2023 and 2022.

The activity related to the loan loss obligation for sold loans is as follows:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022				2023		2022		2023		2022
Balance at beginning of period	Balance at beginning of period	$	70,797	$	29,877		Balance at beginning of period	$	53,467	$	85,873	$	70,797	$	29,877
Provision for loan loss obligations		9,674		13,246
(Recovery) provision for loan loss obligations							(Recovery) provision for loan loss obligations	(2,198)		12,932		9,952		108,550
Charge-offs	Charge-offs	(14,801)		(1,964)			Charge-offs	(7,534)		(29,879)		(37,014)		(69,501)
Balance at end of period	Balance at end of period	$	65,670	$	41,159		Balance at end of period	$	43,735	$	68,926	$	43,735	$	68,926

Obligation for Sold MSRs

The Company recognizes sales of mortgage servicing rights as sales if title passes, if substantially all risks and rewards of ownership have irrevocably passed to the purchaser, and any protection provisions retained by the Company are minor and can be reasonably estimated. If a sale is recognized and only minor protection provisions exist, a liability for the estimated obligation associated with those provisions is recorded in accounts payable, accrued expenses and other liabilities on the consolidated balance sheet. The Company establishes a reserve related to the reimbursement of the purchase price for any loans that are prepaid in full within 90 days of the MSR sale transaction. The obligation for sold MSRs was ~~$0.8~~$0.6 million and $1.1 million as of ~~March 31,~~September 30, 2023 and December 31, 2022, ~~respectively.~~respectively

TRA Liability

As part of the IPO and reorganization, the Company entered into a TRA with Parthenon Stockholders and certain Continuing LLC Members, whereby loanDepot, Inc. will be obligated to pay such parties or their permitted assignees, 85% of the amount of cash tax savings, if any, in U.S. federal, state, and local taxes that loanDepot, Inc. realizes, or is deemed to realize as a result of future tax benefits from increases in tax basis. The TRA liability is accounted for as a contingent liability with

amounts accrued when deemed probable and estimable. The Company recognized a TRA liability of ~~$52.1~~$53.8 million and $50.7 million as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively, which represents the Company’s estimate of the aggregate amount that it will pay under the TRA as a result of the offering transaction.

The amounts payable under the TRA will vary depending on a number of factors, such as the amount and timing of taxable income attributable to loanDepot, Inc.

NOTE 15 – REGULATORY CAPITAL AND LIQUIDITY REQUIREMENTS

The Company ~~through certain subsidiaries,~~ is ~~required~~subject to ~~maintain minimum net worth, liquidity and other~~ financial ~~requirements specified in certain of its selling and servicing agreements, including:~~

•~~Ginnie Mae single-family issuers. The~~ eligibility requirements ~~include net worth of $2.5 million plus 0.35% of outstanding Ginnie Mae single-family obligations~~including minimum capital and a liquidity ~~requirement equal to the greater of $1.0 million or 0.10% of outstanding Ginnie Mae single-family securities.~~

•requirements established by HUD, FHFA for Fannie Mae and Freddie ~~Mac.~~ ~~The eligibility~~Mac seller/servicers, and Ginnie Mae for single family issuers. Failure to maintain minimum capital and liquidity requirements ~~for seller/servicers include tangible net worth of $2.5 million plus 0.25% of the Company’s total single-family servicing portfolio, excluding loans subserviced for others~~can result in FHFA and ~~a liquidity requirement equal to 0.035% of the aggregate UPB serviced for the agencies plus 2.0% of total nonperforming agency servicing UPB in excess of 6%.~~

•~~HUD~~. The eligibility requirements include a minimum adjusted net worth of $1.0 million plus 1% of the total volume in excess of $25.0 million of FHA Single Family Mortgages originated, underwritten, serviced, and/or purchased during the prior fiscal year,Ginnie Mae taking various remedial actions up to ~~a maximum required adjusted net worth~~and including removing the Company's ability to sell loans to, or securitize loans with, and service loans on behalf of ~~$2.5 million.~~

•~~Fannie Mae, Freddie Mac~~FHFA and Ginnie Mae. ~~The Company is also required to hold a ratio of Adjusted/Tangible Net Worth to Total Assets greater than 6%.~~

To the extent that these requirements are not met, the Company may be subject to a variety of regulatory actions which could have a material adverse impact on our results of operations and financial condition. The most restrictive of the minimum net worth and capital requirements require the Company to maintain a minimum adjusted net worth balance of ~~$132.0~~$401.0 million as of September 30, 2023. As of September 30, 2023, the Company was in compliance with its regulatory capital and liquidity requirements.

~~as of March 31, 2023. The Company was in compliance with the net worth, liquidity and other financial requirements of its selling and servicing requirements as of March 31, 2023.~~

2932

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion provides an analysis of the Company's financial condition, cash flows and results of operations from management's perspective and should be read in conjunction with our consolidated financial statements and the accompanying notes included under Part I. Item 1 of this report. The results of operations described below are not necessarily indicative of the results to be expected for any future periods. This discussion includes forward-looking information that involves risks and assumptions which could cause actual results to differ materially from management’s expectations. See our cautionary language at the beginning of this report under “Special Note Regarding Forward-Looking Statements” and for a more complete discussion of the factors that could affect our future results refer to Part ~~II. “Item 1A. Risk Factors” and elsewhere in this Form 10-Q and Part~~ I, Item 1A "Risk Factors" and Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our 2022 Form 10-K. Capitalized terms used but not otherwise defined herein have the meanings set forth in the our Form 10-K.

Overview

We are a customer-centric, technology-empowered residential mortgage platform. Our goal is to be the lender of choice for consumers and the employer of choice by being a company that operates on sound principles of exceptional value, ethics, and transparency. Since our inception, we have significantly expanded our origination platform as well as developed an in-house servicing platform. Our primary sources of revenue are derived from the origination of conventional and government mortgage loans, servicing conventional and government mortgage loans, and providing ancillary services.

~~A summary of our critical accounting policies and estimates is included in~~ ~~Critical Accounting Policies and Estimates.~~

Key Factors Influencing Our Results of Operations

Market and Economic Environment

The consumer lending market and the associated loan origination volumes for mortgage loans are influenced by ~~interest rates and~~ economic conditions. While borrower demand for consumer credit has typically remained strong in most economic environments, general market conditions, including the interest rate environment, unemployment rates, home price appreciation and consumer confidence may affect borrower willingness to seek financing and investor desire and ability to invest in loans. For example, a significant interest rate increase or rise in unemployment could cause potential borrowers to defer seeking financing as they wait for interest rates to stabilize or the general economic environment to improve. Additionally, if the economy weakens and actual or expected default rates increase, loan investors may postpone or reduce their investments in loan products.

The volume of mortgage loan originations associated with home purchases is generally affected by broader economic factors as well as the overall strength of the economy, housing prices, and interest rate fluctuations. Increases in interest rates may affect affordability and the ability for potential home buyers to qualify for a mortgage loan. Purchase mortgage loan origination volume can be subject to seasonal trends as home sales typically rise during the spring and summer seasons and decline in the fall and winter seasons. This is somewhat offset by purchase loan originations sourced from our joint ventures which typically experience their highest level of activity during November and December as home builders focus on completing and selling homes prior to year-end. Seasonality has less of an impact on mortgage loan refinancing volumes, which are primarily driven by fluctuations in mortgage loan interest rates.

Increases in interest rates may affect affordability and the ability for potential home buyers to qualify for a mortgage loan. As interest rates increase, rate and term refinancings become less attractive to consumers. However, rising interest rates during periods of inflationary pressures can make real assets, including real estate, an attractive investment. Demand for real estate may result in ongoing support for purchase mortgages and home price appreciation creating borrower equity that could result in opportunities for cash-out refinancings or home equity loans.

Interest Rates

Our mortgage loan refinancing volumes (and to a lesser degree, our purchase volumes), balance sheets, and results of operations are influenced by changes in interest rates and how we effectively manage the related interest rate risk. As interest rates decline, mortgage loan refinance volumes tend to increase, while an increasing interest rate environment may cause a decrease in refinance volumes and purchase volumes. In addition, theThe majority of our assets are subject to interest rate risk, including LHFS, IRLCs, servicing rights and mandatory trades, forward sales contracts, interest rate swap futures and put options. We refer to such mandatory trades, forward sales contracts, interest rate swap futures and put options collectively as “Hedging Instruments.” As interest rates increase, our LHFS and IRLCs generally decrease in value while our Hedging Instruments utilized to hedge against interest rate risk typically increase in value. Rising interest rates cause our expected

mortgage loan servicing revenues to increase due to a decline in mortgage loan prepayments which extends the average life of our servicing portfolio and increases the value of our servicing rights. Conversely, as interest rates ~~decline,~~decrease, our LHFS and IRLCs generally increase in value while our Hedging Instruments decrease in value. In a

declining interest rate environment, borrowers tend to refinance their mortgage loans, which increases prepayment speed and causes ~~our~~ expected mortgage loan servicing revenues to decrease, which reduces the average life of our servicing portfolio and decreases the value of our servicing rights. ~~The changes~~Changes in fair value of our servicing rights are recorded as unrealized gains and losses in changes in fair value of servicing rights, net, in our consolidated statements of operations.

As interest rates increase, rate and term refinancings become less attractive to consumers. However, rising interest rates during periods of inflationary pressures can make real assets, including real estate, an attractive investment. Demand for real estate may result in ongoing support for purchase mortgages and increasing home price appreciation creating borrower equity that may result in increasing opportunities for cash-out refinancings or home equity loans.

Current Market Conditions

In ~~March~~July 2023, the Federal Reserve raised the Federal Funds rate by another 0.25 percentage points for a total increase of ~~4.75~~5.25 percentage points since the beginning of 2022. The resulting increase in mortgage interest rates has impacted mortgage ~~transaction volumes, which~~origination volumes. According to MBA’s Mortgage Finance Forecast published October 15, 2023, annual one-to-four family residential mortgage origination for 2023 are expected to ~~continue~~decrease by 29% on a year-over-year basis to ~~decline for 2023 relative~~$1.6 trillion and increase by 19% in 2024 to ~~2022. As a result of market conditions, in~~$1.9 trillion.

In July 2022, we announced our Vision 2025 plan. The plan’s four primary elements ~~included:~~include: 1) Increase focus on purchase transactions while serving increasingly diverse communities across the country; 2) Execute previously announced growth-generating initiatives; 3) Centralize management of loan originations and loan fulfillment to enhance quality and effectiveness; and 4) Aggressively rightsize our cost structure. During the second half of 2022, we consolidated our retail and corporate locations and completed the exit of our wholesale business. During the first quarter of 2023, we ~~completed the transition of~~transitioned our servicing portfolio to ~~our~~an in-house platform, ~~lowering~~reducing servicing expenses, expanded our ~~servicing expense, expanded the~~ offerings on ~~our~~the digital HELOC platform, and ~~announced~~forged a new partnership with Habitat for Humanity, ~~to support the organization's~~supporting their mission to ~~help families build~~improve housing. In the second and ~~improve places to call home.~~

third quarters of 2023, we further streamlined our leadership structure and integrated our digital platform into existing product channels.

Key Performance Indicators

We manage and assess the performance of our business by evaluating a variety of metrics. Selected key performance metrics include loan originations and sales and servicing metrics.

Loan Origination and Sales

Loan originations and sales by volume and units are a measure of how successful we are at growing sales of mortgage loan products and a metric used by management in an attempt to isolate how effectively we are performing. We believe that originations and sales are an indicator of our market penetration in mortgage loans and that this provides useful information because it allows investors to better assess the strength of our core business. Loan originations and sales include brokered loan originations not funded by us. We enter into IRLCs to originate loans, at specified interest rates, with customers who have applied for a mortgage and meet certain credit and underwriting criteria. We believe the volume of our IRLCs is another measure of our overall market share.

Gain on sale margin represents the total of (i) gain on origination and sale of loans, net, and (ii) origination income, net, divided by loan origination volume during period.

Pull through weighted gain on sale margin represents the total of (i) gain on origination and sale of loans, net, and (ii) origination income, net, divided by the pull through weighted rate lock volume. Pull through weighted rate lock volume is the ~~unpaid~~ principal balance of loans subject to interest rate lock commitments, net of a pull-through factor for the loan funding probability.

Servicing Metrics

Servicing metrics include the unpaid principal balance of our servicing portfolio and servicing portfolio units, which represent the number of mortgage loan customers we service. We believe that the net additions to our portfolio and number of units are indicators of the growth of our mortgage loans serviced and our servicing income, but may be offset by sales of servicing rights.

3134


		Three Months Ended March 31,						Three Months Ended September 30,					Nine Months Ended September 30,
(Dollars in thousands)	(Dollars in thousands)	2023			2022				(Dollars in thousands)	2023			2022			2023			2022

IRLCs									IRLCs	$	8,295,935		$	12,032,026		$	25,738,036		$	61,620,241
IRLCs (units)									IRLCs (units)	26,888			38,569			83,916			188,444
Pull through weighted lock volume									Pull through weighted lock volume	$	5,685,209		$	8,755,082		$	17,067,876		$	40,968,021
Pull through weighted gain on sale margin									Pull through weighted gain on sale margin	2.93			2.03			2.69			1.92
Loan originations by purpose:	Loan originations by purpose:								Loan originations by purpose:
Purchase	Purchase	$	3,512,771		$	8,030,766			Purchase	$	4,337,476		$	6,938,408		$	12,403,166		$	24,469,338
Refinance	Refinance	1,431,566			13,519,965				Refinance	1,745,667			2,911,519			4,897,857			22,926,375
Total loan originations	Total loan originations	$	4,944,337		$	21,550,731			Total loan originations	$	6,083,143		$	9,849,927		$	17,301,023		$	47,395,713
Gain on sale margin									Gain on sale margin	2.74		%	1.80		%	2.66		%	1.66		%
Loan originations (units)	Loan originations (units)	16,338			64,951				Loan originations (units)	20,593			29,795			58,188			142,057

Licensed loan officers	Licensed loan officers	1,716			3,261				Licensed loan officers	1,598			2,319			1,598			2,319
Loans sold:	Loans sold:								Loans sold:
Servicing retained	Servicing retained	$	3,277,707		$	17,122,716			Servicing retained	$	4,175,126		$	6,604,979		$	11,396,678		$	34,296,344
Servicing released	Servicing released	2,118,874			5,745,322				Servicing released	2,092,762			5,132,350			6,345,660			18,220,561
Total loans sold	Total loans sold	$	5,396,581		$	22,868,038			Total loans sold	$	6,267,888		$	11,737,329		$	17,742,338		$	52,516,905
Loans sold (units)	Loans sold (units)	17,218			68,149				Loans sold (units)	21,188			34,613			58,976			154,624
Gain on sale margin		2.43		%	1.96		%

Pull through weighted gain on sale margin		2.26			2.13
IRLCs		$	8,468,435		$	29,991,452
IRLCs (units)		27,993			91,020
Pull through weighted lock volume		$	5,325,488		$	19,800,045
Servicing metrics	Servicing metrics								Servicing metrics
Total servicing portfolio (unpaid principal balance)	Total servicing portfolio (unpaid principal balance)	$	141,673,464		$	153,385,817			Total servicing portfolio (unpaid principal balance)	$	143,959,705		$	139,709,633		$	143,959,705		$	139,709,633
Total servicing portfolio (units)	Total servicing portfolio (units)	475,765			496,868				Total servicing portfolio (units)	490,191			463,471			490,191			463,471
60+ days delinquent ($)		$	1,282,432		$	1,444,779
60+ days delinquent ($)(1)									60+ days delinquent ($)(1)	$	1,235,443		$	1,365,774		$	1,235,443		$	1,365,774
60+ days delinquent (%)	60+ days delinquent (%)	0.91		%	0.94		%		60+ days delinquent (%)	0.86		%	0.98		%	0.86		%	0.98		%
Servicing rights at fair value, net(1)		$	2,016,568		$	2,078,187
Weighted average servicing fee (2)		0.30		%	0.29		%
Multiple(2) (3)		5.1			4.9
Servicing rights at fair value, net(2)									Servicing rights at fair value, net(2)	$	2,038,654		$	2,013,269		$	2,038,654		$	2,013,269
Weighted average servicing fee (3)									Weighted average servicing fee (3)	0.29		%	0.29		%	0.29		%	0.29		%
Multiple(3) (4)									Multiple(3) (4)	5.2			5.2			5.2			5.2

(1)The UPB of loans that are 60 or more days past due as of September 30, 2023, according to the contractual due date, or are in foreclosure.

(2)Amount represents the fair value of servicing rights, net of servicing liabilities, which are included in accounts payable, accrued expenses, and other liabilities in the consolidated balance sheets.

~~(2)~~(3)Agency only.

~~(3)~~(4)Amounts represent the fair value of servicing rights, net, divided by the weighted average annualized servicing fee.

Results of Operations

The following table sets forth our consolidated financial statement data for the three months ended ~~March 31,~~September 30, 2023 compared to the three months ended ~~March 31,~~September 30, 2022.

3235

Three Months Ended
March 31, Change
$ Change
%
(Dollars in thousands) 2023 2022
(Unaudited)
REVENUES:
Net interest income $ 1,198 $ 13,076 $ (11,878) (90.8) %
Gain on origination and sale of loans, net 108,152 363,131 (254,979) (70.2)
Origination income, net 12,016 59,073 (47,057) (79.7)
Servicing fee income 118,961 111,059 7,902 7.1
Change in fair value of servicing rights, net (52,806) (68,383) 15,577 22.8
Other income 20,380 25,355 (4,975) (19.6)
Total net revenues 207,901 503,311 (295,410) (58.7)
EXPENSES:
Personnel expense 141,027 345,993 (204,966) (59.2)
Marketing and advertising expense 35,914 101,513 (65,599) (64.6)
Direct origination expense 17,378 53,157 (35,779) (67.3)
General and administrative expense 56,134 49,748 6,386 12.8
Occupancy expense 6,081 9,396 (3,315) (35.3)
Depreciation and amortization 10,026 10,545 (519) (4.9)
Servicing expense 4,834 21,511 (16,677) (77.5)
Other interest expense 43,090 14,393 28,697 199.4
Total expenses 314,484 606,256 (291,772) (48.1)
Loss before income taxes (106,583) (102,945) (3,638) (3.5)
Income tax benefit (14,862) (11,627) (3,235) (27.8)
Net loss (91,721) (91,318) (403) (0.4)
Net loss attributable to noncontrolling interests (48,814) (56,577) 7,763 13.7
Net loss attributable to loanDepot, Inc. $ (42,907) $ (34,741) $ (8,166) 23.5


	Three Months Ended September 30,				Change $	Change %
(Dollars in thousands)	2023		2022
	(Unaudited)



REVENUES:


Net interest income	$	2,611	$	9,794			$	(7,183)	(73.3)	%
Gain on origination and sale of loans, net	148,849		156,300				(7,451)		(4.8)
Origination income, net	17,740		21,268				(3,528)		(16.6)
Servicing fee income	118,783		113,544				5,239		4.6
Change in fair value of servicing rights, net	(35,688)		(38,479)				2,791		7.3
Other income	13,366		11,765				1,601		13.6
Total net revenues	265,661		274,192				(8,531)		(3.1)


EXPENSES:
Personnel expense	141,432		218,819				(77,387)		(35.4)
Marketing and advertising expense	33,894		42,940				(9,046)		(21.1)
Direct origination expense	15,749		19,463				(3,714)		(19.1)
General and administrative expense	46,522		83,412				(36,890)		(44.2)
Occupancy expense	5,903		9,889				(3,986)		(40.3)
Depreciation and amortization	10,592		10,243				349		3.4
Servicing expense	8,532		14,221				(5,689)		(40.0)
Other interest expense	42,504		36,138				6,366		17.6

Total expenses	305,128		435,125				(129,997)		(29.9)

Loss before income taxes	(39,467)		(160,933)				121,466		75.5

Income tax benefit	(5,205)		(23,451)				18,246		77.8

Net loss	(34,262)		(137,482)				103,220		75.1

Net loss attributable to noncontrolling interests	(17,663)		(77,401)				59,738		77.2

Net loss attributable to loanDepot, Inc.	$	(16,599)	$	(60,081)			$	43,482	(72.4)

The ~~results for the three months ended March 31, 2023 reflect lower volume.~~decrease in net loss of $103.2 million was primarily due to a $130.0 million decrease in total expenses. This decline was driven by a combination of volume-related declines and optimization efforts aligned with our Vision 2025 Plan. The ~~Federal Reserve raised the target federal funds rate seven times in 2022 and two times during the first quarter of 2023 which drove an increase in mortgage interest rates. The $295.4~~$8.5 million decrease in total net revenues ~~reflects a $255.0 million decrease~~was caused by reduced mortgage origination volume due to declining demand from rising interest rates in ~~gain~~2022 and throughout 2023. Additionally, net interest income declined due to higher cost of funds relative to interest income on origination and sale of loans, net and $47.1 million decrease in origination income, net from lower transaction volumes. Total expenses decreased $291.8 million as a result of lower loan origination volumes, cost reduction efforts directed towards personnel,LHFS, and lower ~~marketing expense.~~average balances. However, servicing fee income rose due to an increase in ancillary income from higher interest rates and a higher average UPB in our servicing portfolio.

Revenues

Net Interest Income. Net interest income represents the income earned on LHFS, offset by interest ~~expense~~expenses on amounts borrowed under warehouse and other lines of credit to finance ~~such~~these loans until they are sold. ~~A $4.7 billion~~Our LHFS are generally tied to longer-term interest rates while our warehouse lines of credit are tied to short-term interest rates. Therefore our net interest income is impacted by the term structure of market interest rates. The decrease in net interest income was due to higher cost of funds, partially offset by lower average balances of warehouse lines. The average cost of warehouse lines increased by 342 basis points, while the average yield on LHFS increased 111 basis points. The average balance on warehouse lines decreased by $1.5 billion, and the average balance of LHFS ~~coupled with higher costing warehouse lines drove the decrease in net interest income.~~decreased $1.4 billion.

Gain on Origination and Sale of Loans, Net. Gain on origination and sale of loans, net, was comprised of the ~~following components:~~following:



	Three Months Ended September 30,				Change $		Change %
(Dollars in thousands)	2023		2022
Discount from loan sales	$	(64,973)	$	(83,312)	$	18,339	22.0	%
Fair value of servicing rights additions	80,068		124,244		(44,176)		(35.6)
Fair value losses on IRLC and LHFS	(39,162)		(203,519)		164,357		80.8
Fair value gains from Hedging Instruments	86,946		274,185		(187,239)		(68.3)

Discount points, rebates and lender paid costs	83,772		57,634		26,138		45.4

Recovery of (provision for) loan loss obligation for loans sold	2,198		(12,932)		15,130		117.0
Total gain on origination and sale of loans, net	$	148,849	$	156,300	$	(7,451)	(4.8)

Three Months Ended
March 31, Change
$ Change
%
(Dollars in thousands) 2023 2022
Discount from loan sales $ (26,669) $ (236,096) $ 209,427 88.7 %
Servicing rights additions 59,295 269,760 (210,465) (78.0)
Fair value gains (losses) on IRLC and LHFS 73,884 (393,759) 467,643 118.8
Fair value (losses) gains from Hedging Instruments (46,130) 676,405 (722,535) (106.8)
Discount points, rebates and lender paid costs 57,446 60,067 (2,621) (4.4)
Provision for loan loss obligation for loans sold (9,674) (13,246) 3,572 27.0
Total gain on origination and sale of loans, net $ 108,152 $ 363,131 $ (254,979) (70.2)
Gain on origination and sale of loans, net includes several key components. The estimated change in value of a loan from the time we enter into a commitment to lend to the borrower (IRLC) to the closing of the loan (LHFS) up until its eventual sale is recorded in “Fair value gains or losses on IRLC and LHFS.” Various factors, such as mortgage volume, the duration a loan remains at stages in the origination process, and shifts in interest rates, influence fair value changes on IRLC and LHFS. We utilize a hedge strategy to manage the impact of interest rate changes in IRLC and LHFS, "Fair value gains or losses from Hedging Instruments" represents the unrealized gains or losses on Hedging Instruments. When a loan is sold, the difference between proceeds received and the UPB is included in “Premium or discount from loan sales.” Additionally, “Discount points, rebates, and lender paid costs” are recognized at closing of the loan. The fair value of servicing rights retained on loan sales is included in “Fair value of servicing rights additions.” The "Provision for loan loss obligation for loans sold” is established to cover potential losses from a breach of representation or warranty made to purchasers or insurers of the sold loans.

The $7.5 million or 4.8% decrease in gain on origination and sale of loans, net was ~~primarily~~ driven by ~~a reduction in~~lower IRLC volume ~~due to~~ from

higher ~~interest~~ rates, ~~and a decrease in fair value gains from Hedging Instruments,~~ partially offset by higher margins on that volume. The recovery for loan loss obligations for the period is a ~~decrease in fair value losses on IRLCs.~~result of fewer loans subject to repurchase and partially mitigated the impact of other volume-related decreases.

Origination Income, Net. Origination income, net, reflects the fees that we earn, net of lender credits we pay, from originating loans. Origination income includes loan origination fees, processing fees, underwriting fees, and other fees collected from the borrower at the time of funding. Lender credits typically include rebates or concessions to borrowers for certain loan origination costs. The ~~$47.1~~$3.5 million or ~~79.7%~~16.6% decrease in origination income was the result of a ~~77.1%~~38.2% decrease in loan origination ~~volumes.~~volumes, partially offset by an increase in origination income from the launch of our HELOC product.

Servicing Fee Income. Servicing fee income reflects contractual servicing fees and ancillary and other fees (including late charges) related to the servicing of mortgage loans. The increase of ~~$7.9~~$5.2 million or ~~7.1% in servicing income~~4.6% reflects ~~an increase in the weighted average servicing fee, our transition to in-house servicing, and~~ higher ancillary income from the cash balances held on behalf of our customers due to higher interest rates and a $0.2 billion increase in ~~interest rates.~~average UPB of our servicing portfolio.

Change in Fair Value of Servicing Rights, Net. Change in fair value of servicing rights, net includes (i) fair value gains or losses net of Hedging Instrument gains or losses; (ii) collection/realization of cash flows, which includes principal amortization and prepayments; and (iii) realized gains or losses on the sales of servicing rights. The $2.8 million increase was driven by gains on the sale of ~~$15.6~~servicing rights of $17.0 million ~~reflects~~and lower prepayments of ~~$42.5~~$11.0 million, ~~due to the increasing rate environment, partially offset by an increase in fair value losses, net of hedge of $17.0 million.~~

~~Other Income.~~ Other income includes our pro rata share of net earnings from joint ventures, fee income from title, escrow and settlement services for mortgage loan transactions performed by LDSS, the fair value changes in our trading securities, and interest on cash deposits.~~The decrease of $5.0 million or 19.6% was primarily the result of a decrease of $25.5 million in escrow and title fee income due to decreased mortgage loan settlement activity,~~ partially offset by a decrease of $25.2 million in fair value ~~losses on trading securities~~gains, net of ~~$10.1 million, and an $8.4 million increase in income on cash deposits from increasing interest rates.~~hedging losses.

Expenses

Personnel Expense. Personnel expense includes salaries, commissions, incentive compensation, benefits, and other employee costs. The ~~$205.0~~$77.4 million or ~~59.2%~~35.4% decrease in personnel expense included volume-related declines in commissions of ~~$98.3~~$23.4 million. The remaining decrease of ~~$106.6~~$54.0 million was attributable to lower salaries & benefits from the ~~51.9%~~26.0% decrease in headcount related to previously announced cost savings initiatives. As of ~~March 31,~~September 30, 2023, we had ~~4,834~~4,532 employees compared to ~~10,054~~6,121 employees as of ~~March 31,~~September 30, 2022.

Marketing and Advertising Expense. The ~~$65.6~~$9.0 million or ~~64.6%~~21.1% decrease in marketing expense reflects lower lead aggregators from a decline in the total addressable ~~market and cost savings measures affecting national television campaigns.~~market.

Direct Origination Expense. Direct origination expense reflects the unreimbursed portion of direct out-of-pocket expenses that we incur in the loan origination process, including underwriting, appraisal, credit report, loan document and other expenses paid to non-affiliates. The ~~$35.8~~$3.7 million or ~~67.3%~~19.1% decrease in direct origination expense was the result of decreased loan originations during the period.

General and Administrative Expense. General and administrative expense includes professional fees, data processing expense, communications expense, and other operating expenses. The ~~$6.4~~$36.9 million or ~~12.8% increase~~44.2% decrease in general and administrative expense included ~~$2.6~~a $20.0 million ~~of software~~reduction in impairment and ~~subscription charges~~other real estate exit costs and ~~$2.6~~a $9.7 million decrease in professional and consulting services.

Servicing Expense. In early 2023, we completed the transition of our servicing portfolio to our in-house platform. The decrease of ~~$16.7~~$5.7 million or ~~77.5%~~40.0% in servicing expense reflects our shift to in-house servicing.

Other Interest Expense. The ~~$28.7~~$6.4 million or ~~199.4%~~17.6% increase in other interest expense was the result of higher rates on secured credit facilities, partially offset by a $100.9 million decrease in average balances and a $1.7 million gain on extinguishment of Senior Notes.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022


	Nine Months Ended September 30,				Change $	Change %
(Dollars in thousands)	2023		2022
	(Unaudited)
REVENUES:


Net interest income	$	6,659	$	45,668			$	(39,009)	(85.4)	%
Gain on origination and sale of loans, net	411,336		665,993				(254,657)		(38.2)
Origination income, net	48,088		119,449				(71,361)		(59.7)
Servicing fee income	355,482		341,929				13,553		4.0
Change in fair value of servicing rights, net	(126,968)		(140,370)				13,402		9.5
Other income	50,798		53,472				(2,674)		(5.0)
Total net revenues	745,395		1,086,141				(340,746)		(31.4)


EXPENSES:
Personnel expense	440,258		861,382				(421,124)		(48.9)
Marketing and advertising expense	104,520		205,289				(100,769)		(49.1)
Direct origination expense	50,352		106,616				(56,264)		(52.8)
General and administrative expense	157,473		197,089				(39,616)		(20.1)
Occupancy expense	18,083		28,673				(10,590)		(36.9)
Depreciation and amortization	31,339		32,110				(771)		(2.4)
Servicing expense	19,116		46,472				(27,356)		(58.9)
Other interest expense	128,619		83,671				44,948		53.7
Goodwill impairment	—		40,736				(40,736)		NM
Total expenses	949,760		1,602,038				(652,278)		(40.7)
Loss before income taxes	(204,365)		(515,897)				311,532		60.4

Income tax benefit	(28,622)		(63,274)				34,652		54.8

Net loss	(175,743)		(452,623)				276,880		61.2

Net loss attributable to noncontrolling interests	(92,793)		(256,873)				164,080		63.9

Net loss attributable to loanDepot, Inc.	$	(82,950)	$	(195,750)			$	112,800	(57.6)

The decrease of $276.9 million, or 61.2% in net loss was primarily due to a $652.3 million decrease in total expenses, partially offset by a $340.7 million decrease in total net revenue. The decline in revenue was driven by the impact of the increased interest rate environment, leading to a decrease in the volume of IRLCs and mortgage loan originations compared to the same period in 2022. The decline in total expense included efforts associated with our Vision 2025 plan, as well as volume-driven declines related to mortgage loan originations.

Revenues

Net Interest Income. The decrease in net interest income was predominately driven by higher cost of funds, resulting from increased market rates, partially offset by higher yield on LHFS. The average cost of warehouse lines increased 433 basis points while the average yield on LHFS increased 217 basis points.

Gain on Origination and Sale of Loans, Net. Gain on origination and sale of loans, net was comprised of the following components:



	Nine Months Ended September 30,				Change $		Change %
(Dollars in thousands)	2023		2022
Discount from loan sales	$	(108,289)	$	(756,602)	$	648,313	85.7	%
Fair value of servicing rights additions	215,229		574,459		(359,230)		(62.5)
Fair value gains (losses) on IRLC and LHFS	10,725		(501,053)		511,778		102.1
Fair value gains from Hedging Instruments	81,291		1,268,271		(1,186,980)		(93.6)

Discount points, rebates and lender paid costs	222,332		189,468		32,864		17.3

Provision for loan loss obligation for loans sold	(9,952)		(108,550)		98,598		90.8
	$	411,336	$	665,993	$	(254,657)	(38.2)

The decrease in gain on origination and sale of loans, net reflects higher market rates during the nine months ended September 30, 2023 leading to reduced loan origination volumes, partially offset by higher margins on that volume and increased discount points. The reduced provision for loan loss obligations on loan sold is a result of fewer loans subject to repurchase, partially offset by lower market values for those loans.

Origination Income, Net. The decrease in origination income, net, of $71.4 million or 59.7% is consistent with the decrease in loan origination volumes.

Servicing Fee Income. The $13.6 million or 4.0% increase was the result of higher ancillary income from the increase in interest rates, partially offset by lower volume from the decrease of$9.1 billion in the average UPB of our servicing portfolio.

Change in Fair Value of Servicing Rights, Net. The increase of $13.4 million reflects a $78.2 million decrease in prepayments due to the rate environment and a $16.6 million increase in gain on sale of servicing rights, partially offset by an $81.5 million decrease in fair value gains, net of hedging losses.

Expenses

Personnel Expense. The decrease of $421.1 million reflects a $182.3 million decrease in commissions due to the decrease in loan originations and a $234.5 million decrease in salaries and benefits due to the 26.0% decrease in headcount.

Marketing and Advertising Expense. The decrease of $100.8 million or 49.1% reflects a reduction in purchased leads and direct mail.

Direct Origination Expense. The $56.3 million or 52.8% decrease in direct origination expense was the result of decreased loan originations during the period.

General and Administrative Expense. The $39.6 million or 20.1% decrease in general and administrative expense included a $24.6 million decrease in impairment and other real estate exit costs and a $6.1 million decrease in professional and consulting services.

Servicing Expense. The decrease of $27.4 million or 58.9% between periods reflects our shift to in-house servicing.

Other Interest Expense. The $44.9 million or 53.7% increase in other interest expense was the result of a ~~$395.9~~$16.4 million increase in average balances, higher rates on secured credit facilities, and ~~a $10.5~~an $8.8 million decrease in gain on extinguishment of ~~debt from~~Senior Notes.

Goodwill Impairment. During the ~~repurchase of $97.5~~nine months ended September 30, 2022, there was $40.7 million of impairment recognized on goodwill. There was no similar activity for the ~~2028 Senior Notes during~~nine months ended September 30, 2023.

Income Tax Expense (Benefit). The decrease in benefit for income taxes of $34.7 million reflects lower net losses, partially offset by non-deductible impairment of goodwill and other intangible assets for the ~~first quarter of~~nine months ended September 30, 2022.

Balance Sheet Highlights

~~March 31,~~September 30, 2023 Compared to December 31, 2022

The following table sets forth our consolidated balance sheets as of the dates indicated:


(Dollars in thousands)	(Dollars in thousands)	March 31, 2023		December 31, 2022		Change $		Change %		(Dollars in thousands)	September 30, 2023		December 31, 2022		Change $		Change %
		(Unaudited)									(Unaudited)
ASSETS	ASSETS									ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	798,119	$	863,956	(65,837)		(7.6)	%	Cash and cash equivalents	$	717,196	$	863,956	$	(146,760)	(17.0)	%
Restricted cash	Restricted cash	90,084		116,545		(26,461)		(22.7)		Restricted cash	114,765		116,545		(1,780)		(1.5)
Accounts receivable, net	Accounts receivable, net	99,381		145,279		(45,898)		(31.6)		Accounts receivable, net	53,845		145,279		(91,434)		(62.9)
Loans held for sale, at fair value	Loans held for sale, at fair value	2,039,367		2,373,427		(334,060)		(14.1)		Loans held for sale, at fair value	2,070,748		2,373,427		(302,679)		(12.8)
Derivative assets, at fair value	Derivative assets, at fair value	84,624		39,411		45,213		114.7		Derivative assets, at fair value	86,622		39,411		47,211		119.8
Servicing rights, at fair value	Servicing rights, at fair value	2,028,788		2,037,447		(8,659)		(0.4)		Servicing rights, at fair value	2,053,359		2,037,447		15,912		0.8
Trading securities, at fair value	Trading securities, at fair value	95,561		94,243		1,318		1.4		Trading securities, at fair value	89,334		94,243		(4,909)		(5.2)
Property and equipment, net	Property and equipment, net	88,877		92,889		(4,012)		(4.3)		Property and equipment, net	76,762		92,889		(16,127)		(17.4)
Operating lease right-of-use assets	Operating lease right-of-use assets	35,362		35,668		(306)		(0.9)		Operating lease right-of-use assets	32,558		35,668		(3,110)		(8.7)
Prepaid expenses and other assets	Prepaid expenses and other assets	139,904		155,982		(16,078)		(10.3)		Prepaid expenses and other assets	124,756		155,982		(31,226)		(20.0)
Loans eligible for repurchase	Loans eligible for repurchase	672,458		634,677		37,781		6.0		Loans eligible for repurchase	639,806		634,677		5,129		0.8
Investments in joint ventures	Investments in joint ventures	18,266		20,410		(2,144)		(10.5)		Investments in joint ventures	18,778		20,410		(1,632)		(8.0)

Total assets	Total assets	$	6,190,791	$	6,609,934	$	(419,143)	(6.3)		Total assets	$	6,078,529	$	6,609,934	$	(531,405)	(8.0)

LIABILITIES & EQUITY	LIABILITIES & EQUITY									LIABILITIES & EQUITY
Warehouse and other lines of credit	Warehouse and other lines of credit	$	1,830,319	$	2,146,602	$	(316,283)	(14.7)		Warehouse and other lines of credit	$	1,897,859	$	2,146,602	$	(248,743)	(11.6)
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	449,641		488,696		(39,055)		(8.0)		Accounts payable, accrued expenses and other liabilities	462,521		488,696		(26,175)		(5.4)
Derivative liabilities, at fair value	Derivative liabilities, at fair value	35,662		67,492		(31,830)		(47.2)		Derivative liabilities, at fair value	49,742		67,492		(17,750)		(26.3)
Liability for loans eligible for repurchase	Liability for loans eligible for repurchase	672,458		634,677		37,781		6.0		Liability for loans eligible for repurchase	639,806		634,677		5,129		0.8
Operating lease liability	Operating lease liability	57,837		61,675		(3,838)		(6.2)		Operating lease liability	53,579		61,675		(8,096)		(13.1)
Debt obligations, net	Debt obligations, net	2,303,712		2,289,319		14,393		0.6		Debt obligations, net	2,206,087		2,289,319		(83,232)		(3.6)
Total liabilities	Total liabilities	5,349,629		5,688,461		(338,832)		(6.0)		Total liabilities	5,309,594		5,688,461		(378,867)		(6.7)
Total equity	Total equity	841,162		921,473		(80,311)		(8.7)		Total equity	768,935		921,473		(152,538)		(16.6)
Total liabilities and equity	Total liabilities and equity	$	6,190,791	$	6,609,934	$	(419,143)	(6.3)		Total liabilities and equity	$	6,078,529	$	6,609,934	$	(531,405)	(8.0)

Cash and Cash Equivalents. The$146.8 million or 17.0% decrease in cash and cash equivalents relates to net losses for the year and repayment of debt obligations.

Loans Held for Sale, at Fair Value. Loans held for sale, at fair value, are primarily fixed and variable rate, 15- to 30-year term first-lien loans that are secured by residential property. The ~~$334.1~~$302.7 million or ~~14.1%~~12.8% decrease reflects ~~$5.4~~$17.7 billion in loan sales, partially offset by ~~$4.9~~$17.3 billion in loan originations and an increase in ~~the~~ fair ~~value, and loan repurchase activity.~~value.

3541

~~Derivative Assets,~~Servicing Rights, at Fair Value. The ~~$45.2~~$15.9 million or ~~114.7%~~0.8% increase ~~reflects~~included $215.2 million of capitalized servicing rights from servicing-retained loan sales and a ~~$31.6~~$73.4 million increase in ~~IRLCs~~ fair value, partially offset by a $171.2 millionreductionfrom ~~higher volume~~the sale of $164.7 million in UPB and ~~a $13.6~~$114.8 million ~~increase in Hedging Instruments.~~from principal amortization and prepayments.

Warehouse and Other Lines of Credit. The decrease of $~~316.3~~248.7 million or ~~14.7% was~~11.6% is consistent with the ~~result of loan sales outpacing originations by $452.2 million during the three months ended March 31, 2023.~~decrease in loans held for sale.

~~Derivative Liabilities, at Fair Value.~~Debt Obligations, net. The decrease of ~~$31.8~~$83.2 million or ~~47.2% reflects~~3.6% included a ~~$28.3 million~~ decrease in ~~Hedging Instrument liabilities~~secured credit facilities of $81.0 million and ~~a $3.5~~$5.4 million repurchase of Senior Notes.

Equity. Total equity was $768.9 million and $921.5 million as of September 30, 2023 and December 31, 2022, respectively. The decrease was attributed to net loss of $175.7 million and the repurchase of treasury shares, at cost of $2.3 million to net settle and withhold tax on vested RSUs, partially offset by stock-based compensation of $15.6 million and an increase to additional paid in ~~IRLCs.~~capital of $7.3 million primarily related to deferred taxes.

Liquidity and Capital Resources

Liquidity

Our liquidity reflects our ability to meet our current obligations, including our operating expenses and, when applicable, the retirement of our debt and margin calls relating to our Hedging Instruments, warehouse and other lines of credit, secured credit facilities, fund new originations and purchases, meet servicing advance requirements, and make investments as we identify them.potential cash requirements. We forecast the need to have adequate liquid funds available to operate and grow our business. As of ~~March 31,~~September 30, 2023, unrestricted cash and cash equivalents were ~~$798.1~~$717.2 million and committed and uncommitted available capacity under our warehouse and other lines of credit was ~~$2.1~~$1.8 billion.

We fund substantially all of the mortgage loans we close through borrowings under our warehouse and other lines of credit. Our mortgage origination liquidity could be affected as our lenders reassess their exposure to the mortgage origination industry and either curtail access to uncommitted mortgage warehouse financing capacity or impose higher costs to access such capacity. Our liquidity may be further constrained as there may be less demand by investors to acquire our mortgage loans in the secondary market.

As a servicer, we are required to advance principal and interest to the investor for up to four months on GSE backed mortgages and longer on other government agency backed mortgages on behalf of clients who have entered a forbearance plan. As of March 31, 2023, approximately 0.1%, or $174.0 million UPB, of our servicing portfolio was in active forbearance.

~~Sources and Uses of Cash~~

Our primary sources of liquidity have been as follows: (i) funds obtained from our warehouse and other lines of credit; (ii) proceeds from debt obligations; (iii) proceeds received from the sale and securitization of loans; (iv) proceeds from the sale of servicing rights; (v) loan fees from the origination of loans; (vi) servicing fees; (vii) title and escrow fees from settlement services; (viii) real estate referral fees; and (ix) interest income from LHFS.

Our primary uses of funds for liquidity have included the following: (i) funding mortgage loans; (ii) funding loan origination costs; (iii) payment of warehouse line haircuts required at loan origination; (iv) payment of interest expense on warehouse and other lines of credit; (v) payment of interest expense under debt obligations; (vi) payment of operating expenses; (vii) repayment of warehouse and other lines of credit; (viii) repayment of debt obligations; (ix) funding of servicing advances; (x) margin calls on warehouse and other lines of credit or Hedging Instruments; (xi) repurchases of loans under representation and warranty breaches; and (xii) costs relating to servicing.

We rely on the secondary mortgage market as a source of long-term capital to support our mortgage lending operations. Approximately 73% of the mortgage loans that we originated during the three months ended March 31, 2023 were sold in the secondary mortgage market to Fannie Mae or Freddie Mac or, in the case of MBS guaranteed by Ginnie Mae, are mortgage loans insured or guaranteed by the FHA or VA. We also sell loans to many private investors.

At this time, we currently believe that our cash on hand, as well as the sources of liquidity described above, will be sufficient to maintain our current operations and fund our loan ~~operations~~originations and capital commitments for the next twelve months. However, we will continue to review our liquidity needs in light of current and anticipated mortgage market conditions and we have taken various steps to align our cost structure with current and expected mortgage origination volumes.

~~Warehouse Lines and Debt Obligations~~

~~Warehouse lines are discussed in Note 8- Warehouse and Other Lines of Credit and debt obligations are discussed in Note 9- Debt Obligations of the Notes to Consolidated~~ Financial ~~Statements contained in “Part 1. Financial information”~~Covenants

Our lenders require us to comply with various financial covenants including tangible net worth, liquidity, leverage ratios and profitability. As ~~a result~~ of ~~net losses during 2022 and in the first quarter of~~September 30, 2023, we were required to amend certain of our warehouse lines or debt obligations or obtain waivers of profitability related to financial covenants in certain of our debt obligations. We expect that we will need to further amend or obtain waivers in order to maintain compliance with such financial covenants. Our lenders are not required to grant any such amendments or waivers and may determine not to do so. As of March 31, 2023, following certain amendments, we were in full compliance with all financial covenants. Although these financial covenants limit the amount of indebtedness that we may incur and affect our liquidity through minimum cash reserve requirements, we believe that these covenants currently provide us with sufficient flexibility to operate our business and obtain the financing necessary to achieve that purpose.

Seller/Servicer Financial Requirements

As seller and servicer, we are subject to minimum net worth, liquidity and other financial requirements. In 2022, both FHFA and Ginnie Mae revised these requirements. Effective from September 30, 2023, minimum net worth requirements for FHFA and Ginnie Mae include a base of $2.5 million plus percentages of the seller/servicer’s residential first lien mortgage servicing UPB serviced for each agency and a percentage of other non-agencies servicing UPB. Base liquidity for the agencies depends on the remittance type and includes specific percentages of the seller/servicer's residential first lien mortgage servicing UPB for each agency, along with a percentage for other non-agencies servicing UPB. Large non-depositories require a liquidity buffer based on UPB for FHFA and Ginnie Mae. The capital ratio for FHFA and Ginnie Mae requires tangible net worth/total assets to be equal to or greater than 6% for both agencies. As of September 30, 2023, we were in compliance with these financial requirements.

Revised FHFA and Ginnie Mae seller servicer minimum financial eligibility requirements effective December 31, 2023 include origination liquidity and third-party ratings. FHFA also requires an annual capital and liquidity plan effective March 31, 2024, and Ginnie Mae is implementing a risk-based capital requirement effective December 31, 2024. We are assessing the impact of these upcoming requirements but anticipate no significant change in our ability to meet financial eligibility requirements.

Warehouse and Other Lines of Credit

We primarily finance ~~most of our loan originations on a short-term basis using~~mortgage loans through borrowings under our warehouse and other lines of credit. Under these facilities, we ~~agree to~~ transfer ~~certain~~specific loans to our counterparties ~~against the transfer of~~and receive funds ~~by them, with a simultaneous~~from them. Simultaneously, there is an agreement byin place where the counterparties commit to ~~transfer~~transferring the loans back to us, either at the date the loans are sold or ~~on demand by us, against~~upon our request, and we provide the ~~transfer of~~ funds ~~from us.~~in return. We do not recognize these transfers as sales for accounting purposes. During the three months ended ~~March 31,~~September 30, 2023, our loans remained on warehouse lines for an average of 1918 days. Our warehouse facilities are generally short-term borrowings with original maturities between one and two ~~years. Our~~years and our securitization ~~facilities are generally two or~~facility is a three year ~~terms.~~term. We utilize both committed and uncommitted loan funding facilities and we evaluate our needs under these facilities based on forecasted volume of loan originations and sales. Our liquidity could be affected as lenders may reassess their exposure to the mortgage origination industry and potentially limit access to uncommitted mortgage warehouse financing or increase associated costs. Moreover, there may be reduced demand from investors to acquire our mortgage loans in the secondary market, further impacting our liquidity. Approximately 76% of the mortgage loans that we originated during the nine months ended September 30, 2023 were sold in the secondary mortgage market either directly to Fannie Mae and Freddie Mac or securitized into MBS guaranteed by Ginnie Mae. We also sell loans to many private investors.

As of ~~March 31,~~September 30, 2023, we maintained revolving lines of credit with nine counterparties providing warehouse and securitization facilities with borrowing capacity totaling ~~$4.1~~$3.9 billion of which ~~$1.4~~$1.3 billion was committed. Our ~~$4.1~~$3.9 billion of capacity as of ~~March 31,~~September 30, 2023 was comprised of ~~$3.6~~$3.4 billion with maturities staggered throughout ~~2023~~September 2024 and $0.5 billion maturing in October 2024. As of ~~March 31,~~September 30, 2023, we had ~~$1.8~~$1.9 billion of borrowings outstanding and ~~$2.1~~$1.8 billion of additional availability under our facilities. Warehouse and other lines of credit are further discussed in Note 8- Warehouse and Other Lines of Credit.

When we draw on our warehouse and securitization facilities we must pledge eligible loan collateral. Our warehouse line providers require us to make a capital investment, or “haircut.” upon financing the loan, which is generally based on product types and the market value of the loans. The haircuts are normally recovered from sales proceeds. As of ~~March 31,~~September 30, 2023, we had a total of ~~$7.8~~$17.9 million in restricted cash posted as collateral with our warehouse and securitization facilities, of which $4.3 million was the minimum requirement.

~~In addition~~Debt Obligations

MSR facilities and Term Notes provide financing for our servicing portfolio investments. As of September 30, 2023 the outstanding balance of our MSR facilities was $925.1 million net of $0.4 million deferred financing costs. The outstanding balance of Term Notes was $200.0 million. MSR facilities are secured by Ginnie Mae, Fannie Mae, or Freddie Mac MSRs, which amounted to $1.4 billion as of September 30, 2023 and Term Notes are secured by specific participation certificates relating to Ginnie Mae MSRs totaling $621.4 million as of the same date.

Securities financing facilities provide financing for the retained interest securities associated with our ~~warehouse lines,~~securitizations. As of September 30, 2023 there were outstanding securities financing facilities of $76.3 million, secured by trading securities with a fair value of $89.3 million.

Servicing advance facilities provide financing for our servicing agreements. As servicer, we ~~fund~~are required to fulfill contractual obligations such as principal and interest payments for certain investor as well as taxes, insurance, foreclosure costs, and other necessities to preserve the serviced assets. For GSE-backed mortgages, this obligation extends up to four months, and for other government agency-backed mortgages, it may extend even longer, especially for clients under forbearance plans. The size of servicing advance balances is influenced by delinquency rates and prepayment speeds. As of September 30, 2023 the outstanding balance on our ~~balance sheet through our~~servicing advance facilities was $16.0 million secured by servicing advance receivables totaling $54.9 million.

Unsecured debt obligations as of September 30, 2023 consisted of Senior Notes totaling $1.0 billion net of $8.4 million of deferred financing costs. Periodically, and ~~unsecured debt obligations. The availability and cost of funds to us can vary depending on market conditions. From time to time, and subject to any~~in accordance with applicable laws orand regulations, we may take ~~steps~~actions to reduce or

repurchase our ~~debt through~~debt. These actions can include redemptions, tender offers, cash purchases, prepayments, refinancing, exchange offers, open market or privately-negotiated transactions. The decision on amount of debt ~~if any, that may~~to be reduced or repurchased ~~will depend~~depends on ~~various~~several factors, ~~such as~~including market conditions, trading levels of our debt, our cash positions, ~~our~~ compliance with debt covenants, and other relevant considerations.

~~Secured debt obligations as~~ During the third quarter of ~~March 31,~~ 2023, ~~included secured credit facilities and Term Notes that totaled $1.3 billion net of $0.7~~we repurchased $5.3 million of deferred financing costs. Secured credit facilities are secured by Ginnie Mae, Fannie Mae, or Freddie Mac MSRs, certain servicing advance receivables, or trading securities. Term Notes are secured by certain participation certificates relating to Ginnie Mae MSRs.

~~Unsecured debt obligations as of March 31, 2023 consisted~~ of Senior Notes ~~totaling $1.0 billion net of $9.9 million of deferred financing costs. During the first quarter of 2022, we repurchased $97.5 million of 2028 Senior Notes~~ at ~~an average purchase price of 87.9%~~67.62% of par which resulted in a ~~$10.5~~$1.7 million gain on extinguishment of ~~debt recorded~~debt. Debt obligations are further discussed in ~~other interest expense on~~Note 9- Debt Obligations of the ~~consolidated statements of operations.~~

Notes to Consolidated Financial Statements contained in Item 1.

Dividends and Distributions

As part of our balance sheet and capital management strategies, we suspended our regular quarterly dividend effective March 31, 2022 and for the foreseeable future.

Cash dividends are subject to the discretion of our board of directors and our compliance with applicable law, and depend on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, including the satisfaction of our obligations under the TRA, restrictions in our debt agreements, business prospects and other factors that our board of directors may deem relevant.

Our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization or agreements of our subsidiaries, including agreements governing our indebtedness. Future agreements may also limit our ability to pay dividends.

Contractual Obligations and Commitments

Our estimated contractual obligations as of ~~March 31,~~September 30, 2023 are as follows:


		Payments Due by Period											Payments Due by Period
(Dollars in thousands)	(Dollars in thousands)	Total		Less than 1 Year		1-3 years		3-5 Years		More than 5 Years		(Dollars in thousands)	Total		Less than 1 Year		1-3 years		3-5 Years		More than 5 Years

Warehouse and other lines of credit	Warehouse and other lines of credit	$	1,830,319	$	1,330,319	$	500,000	$	—	$	—	Warehouse and other lines of credit	$	1,897,859	$	1,397,859	$	500,000	$	—	$	—
Debt obligations (1)	Debt obligations (1)											Debt obligations (1)
Secured credit facilities	Secured credit facilities	1,111,812		763,830		347,982		—		—		Secured credit facilities	1,017,833		692,261		325,572		—		—
Term Notes	Term Notes	200,000		200,000		—		—		—		Term Notes	200,000		—		200,000		—		—
Senior Notes	Senior Notes	1,002,475		—		500,000		—		502,475		Senior Notes	997,125		—		497,750		499,375		—

Operating lease obligations (2)	Operating lease obligations (2)	69,489		22,621		30,207		15,006		1,654		Operating lease obligations (2)	61,853		20,659		27,401		13,550		243
Naming and promotional rights agreements	Naming and promotional rights agreements	87,069		20,630		37,939		12,000		16,500		Naming and promotional rights agreements	78,621		24,743		28,378		12,000		13,500
Total contractual obligations	Total contractual obligations	$	4,301,164	$	2,337,400	$	1,416,128	$	27,006	$	520,629	Total contractual obligations	$	4,253,291	$	2,135,522	$	1,579,101	$	524,925	$	13,743

(1) Amounts exclude deferred financing costs.

(2) Represents lease obligations for office space under non-cancelable operating lease agreements.

In addition to the above contractual obligations, we also have interest rate lock commitments and forward sale contracts. Commitments to originate loans do not necessarily reflect future cash requirements as some commitments are expected to expire without being drawn upon and, therefore, those commitments have been excluded from the table above. Refer to Note 5- Derivative Financial Instruments and Hedging Activities and Note 14- Commitments & Contingencies of the Notes to Consolidated Financial Statements contained in Item 1 for further discussion on derivatives and other contractual commitments.

Off-Balance Sheet Arrangements

As of ~~March 31,~~September 30, 2023, we were party to mortgage loan participation purchase and sale agreements, pursuant to which we have access to uncommitted facilities that provide liquidity for recently sold MBS up to the MBS settlement date. These facilities, which we refer to as gestation facilities, are a component of our financing strategy and are off-balance sheet ~~arrangements.~~arrangements provided by certain warehouse lenders.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with GAAP, which requires us to make judgments, estimates and assumptions that affect: (i) the reported amounts of our assets and liabilities; (ii) the disclosure of our contingent assets and liabilities at the end of each reporting period; and (iii) the reported amounts of revenues and expenses during each reporting period. We continually evaluate these judgments, estimates and assumptions based on our own historical experience, knowledge and assessment of current business and other conditions and our expectations regarding the future based on available information which together form our basis for making judgments about matters that are not readily apparent from

other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application. Our accounting policies are described in Note 1 to the consolidated financial statements included in the Company's 2022 Form 10-K. At December 31, 2022, the most critical of these significant accounting policies were policies related to the fair value of loans held for sale, servicing rights, and derivative financial instruments. As of the date of this report, there have been no significant changes to the Company's critical accounting policies or estimates.

When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.

Reconciliation of Non-GAAP Measures

To provide investors with information in addition to our results as determined by GAAP, we disclose certain non-GAAP measures to assist investors in evaluating our financial results. We believe these non-GAAP measures provide useful information to investors regarding our results of operations because each measure assists both investors and management in analyzing and benchmarking the performance and value of our business. They facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations in hedging strategies, changes in valuations, capital structures (affecting interest expense on non-funding debt), taxation, the age and book depreciation of facilities (affecting relative depreciation expense), and other cost or benefit items which may vary for different companies for reasons unrelated to operating performance. These non-GAAP measures include our Adjusted Total Revenue, Adjusted Net Income (Loss), Adjusted Diluted Earnings (Loss) Per Share (if dilutive), and Adjusted EBITDA (LBITDA). We exclude from ~~each of~~ these non-GAAP financial measures the change in fair value of MSRs and related hedging gains and losses as they add volatility and are not indicative of the Company’s operating performance or results of operation. We also exclude stock-based compensation expense, which is a non-cash expense, gains or losses on extinguishment of debt and disposal of fixed assets, non-cash goodwill impairment, and other impairment charges to intangible assets and operating lease right-of-use assets as management does not consider these costs to be indicative of our performance or results of operations. Adjusted EBITDA (LBITDA) includes interest expense on funding facilities, which are recorded as a component of “net interest income (expense)”, as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest expense on our non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA (LBITDA). Adjustments for income taxes are made to reflect historical results of operations on the basis that it was taxed as a corporation under the Internal Revenue Code, and therefore subject to U.S. federal, state and local income taxes. Adjustments to Diluted Weighted Average Shares Outstanding assumes the pro forma conversion of weighted average Class C shares to Class A common stock. These non-GAAP measures have limitations as analytical tools, and should not be considered in isolation or as a substitute for revenue, net income, or any other operating performance measure calculated in accordance with GAAP, and may not be comparable to a similarly titled measure reported by other companies. Some of these limitations are:

•they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments;

•Adjusted EBITDA (LBITDA) does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt;

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and Adjusted Total Revenue, Adjusted Net Income (Loss), and Adjusted EBITDA (LBITDA) do not reflect any cash requirement for such replacements or improvements; and

•they are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows.

Because of these limitations, Adjusted Total Revenue, Adjusted Net Income (Loss), Adjusted Diluted Earnings (Loss) Per Share, and Adjusted EBITDA (LBITDA) are not intended as alternatives to total revenue, net income (loss), net income (loss) attributable to the Company, or Diluted Earnings (Loss) Per Share or as an indicator of our operating performance and should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations. We compensate for these limitations by using Adjusted Total Revenue, Adjusted Net Income (Loss), Adjusted Diluted Earnings (Loss) Per Share, and Adjusted EBITDA (LBITDA) along with other comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of operating performance. See below for a reconciliation of these non-GAAP measures to their most comparable U.S. GAAP measures.


Reconciliation of Total Revenue to Adjusted Total Revenue (Dollars in thousands) (Unaudited):	Reconciliation of Total Revenue to Adjusted Total Revenue (Dollars in thousands) (Unaudited):	Three Months Ended				Reconciliation of Total Revenue to Adjusted Total Revenue (Dollars in thousands) (Unaudited):		Three Months Ended								Nine Months Ended
		March 31, 2023		March 31, 2022			Reconciliation of Total Revenue to Adjusted Total Revenue (Dollars in thousands) (Unaudited):			September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
Total net revenue	Total net revenue	$	207,901	$	503,311					$	265,661			$	274,192			$	745,395			$	1,086,141
Change in fair value of servicing rights net, of hedging gains and losses(1)	Change in fair value of servicing rights net, of hedging gains and losses(1)	18,289		1,295					Change in fair value of servicing rights net, of hedging gains and losses(1)			702				(24,529)				22,868				(58,601)
Adjusted total revenue	Adjusted total revenue	$	226,190	$	504,606				Adjusted total revenue			$	266,363			$	249,663			$	768,263			$	1,027,540

(1)Represents the change in the fair value of servicing rights ~~attributable~~due to changes in valuation inputs or assumptions, net of gains or losses from derivatives hedging ~~gains and losses.~~servicing rights.

Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss)
(Dollars in thousands)
(Unaudited):
Three Months Ended
March 31, 2023 March 31, 2022
Net loss attributable to loanDepot, Inc. $ (42,907) $ (34,741)
Net loss from the pro forma conversion of Class C common shares to Class A common shares(1)
(48,814) (56,577)
Net loss (91,721) (91,318)
Adjustments to the benefit for income taxes(2)
13,316 14,710
Tax-effected net loss (78,405) (76,608)
Change in fair value of servicing rights, net of hedging gains and losses(3)
18,289 1,295
Stock-based compensation expense 5,926 2,309
Gain on extinguishment of debt — (10,528)
Loss on disposal of fixed assets 261 —
Other (recovery) impairment (345) —
Tax effect of adjustments(4)
(5,973) 2,140
Adjusted net loss $ (60,247) $ (81,392)
46


Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) (Dollars in thousands) (Unaudited):	Three Months Ended				Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Net loss attributable to loanDepot, Inc.	$	(16,599)	$	(60,081)	$	(82,950)	$	(195,750)
Net loss from the pro forma conversion of Class C common shares to Class A common shares(1)	(17,663)		(77,401)		(92,793)		(256,873)
Net loss	(34,262)		(137,482)		(175,743)		(452,623)
Adjustments to the benefit for income taxes(2)	4,845		20,124		25,054		66,787
Tax-effected net loss	(29,417)		(117,358)		(150,689)		(385,836)
Change in fair value of servicing rights, net of hedging gains and losses(3)	702		(24,529)		22,868		(58,601)

Stock-based compensation expense	3,940		4,773		15,619		11,794

Gain on extinguishment of debt	(1,651)		—		(1,690)		(10,528)
Loss on disposal of fixed assets	93		11,026		1,105		11,026
Goodwill impairment	—		—		—		40,736
Other impairment	129		9,149		470		15,112
Tax effect of adjustments(4)	(655)		93		(9,140)		9,196
Adjusted net loss	$	(26,859)	$	(116,846)	$	(121,457)	$	(367,101)

(1)Reflects net loss to Class A common stock and Class D common stock from the pro forma exchange of Class C common stock.

(2)loanDepot, Inc. is subject to federal, state and local income taxes. Adjustments to income tax ~~(benefit)~~benefit reflect the effective income tax rates below, and the pro forma assumption that loanDepot, Inc. owns 100% of LD Holdings.

Three Months Ended
March 31, 2023 March 31, 2022
Statutory U.S. federal income tax rate 21.00 % 21.00 %
State and local income taxes (net of federal benefit) 6.28 5.00
Effective income tax rate 27.28 % 26.00 %


	Three Months Ended				Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Statutory U.S. federal income tax rate	21.00	%	21.00	%	21.00	%	21.00	%
State and local income taxes (net of federal benefit)	6.43		5.00		6.00		5.00
Effective income tax rate	27.43	%	26.00	%	27.00	%	26.00	%

(3)Represents the change in the fair value of servicing rights ~~attributable~~due to changes in valuation inputs or assumptions, net of gains or losses from derivatives hedging ~~gains and losses.~~servicing rights.

(4)Amounts represent the income tax effect using the aforementioned effective income tax rates, excluding certain discrete tax items. ~~Reporting periods after June 30, 2022 include the income tax effect of excess tax benefits or deficiencies on vested RSUs. Prior periods were adjusted to conform to current presentation.~~


Reconciliation of Adjusted Diluted Weighted Average Shares Outstanding to Diluted Weighted Average Shares Outstanding (Dollars in thousands except per share) (Unaudited)	Three Months Ended				Nine Months Ended
	September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Net loss attributable to loanDepot, Inc.	$	(16,599)	$	(60,081)	$	(82,950)	$	(195,750)
Adjusted net loss	(26,859)		(116,846)		(121,457)		(367,101)

Share Data:
Diluted weighted average shares of Class A and Class D common stock outstanding	175,962,804		162,464,369		173,568,986		151,803,928
Assumed pro forma conversion of weighted average Class C shares to Class A common stock	147,171,089		156,677,534		148,741,661		167,796,888
Adjusted diluted weighted average shares outstanding	323,133,893		319,141,903		322,310,647		319,600,816

4047

Reconciliation of Adjusted Diluted Weighted Average Shares Outstanding to Diluted Weighted Average Shares Outstanding
(Dollars in thousands except per share)
(Unaudited)
Three Months Ended
March 31, 2023 March 31, 2022
Net loss attributable to loanDepot, Inc. $ (42,907) $ (34,741)
Adjusted net loss (60,247) (81,392)
Share Data:
Diluted weighted average shares of Class A and Class D common stock outstanding 170,809,818 139,007,890
Assumed pro forma conversion of weighted average Class C shares to Class A common stock (1)
149,210,417 181,035,804
Adjusted diluted weighted average shares outstanding 320,020,235 320,043,694
Diluted loss per share $ (0.25) $ (0.25)
Adjusted diluted loss per share (2)
N/A (0.25)

~~(1)Reflects the assumed pro forma conversion of all outstanding shares of Class C common stock to Class A common stock.~~

~~(2)Omitted adjusted diluted loss per share measures that included the impact of the assumed exchange of shares to the extent the exchange was antidilutive.~~


Reconciliation of Net Income (Loss) to Adjusted EBITDA (LBITDA) (Dollars in thousands) (Unaudited):	Reconciliation of Net Income (Loss) to Adjusted EBITDA (LBITDA) (Dollars in thousands) (Unaudited):	Three Months Ended				Reconciliation of Net Income (Loss) to Adjusted EBITDA (LBITDA) (Dollars in thousands) (Unaudited):		Three Months Ended								Nine Months Ended
		March 31, 2023		March 31, 2022			Reconciliation of Net Income (Loss) to Adjusted EBITDA (LBITDA) (Dollars in thousands) (Unaudited):			September 30, 2023				September 30, 2022				September 30, 2023				September 30, 2022
Net loss	Net loss	$	(91,721)	$	(91,318)					$	(34,262)			$	(137,482)			$	(175,743)			$	(452,623)
Interest expense — non-funding debt(1)	Interest expense — non-funding debt(1)	43,090		14,393					Interest expense — non-funding debt(1)			42,504				36,138				128,619				83,671
Income tax benefit	Income tax benefit	(14,862)		(11,627)					Income tax benefit			(5,205)				(23,451)				(28,622)				(63,274)
Depreciation and amortization	Depreciation and amortization	10,026		10,545					Depreciation and amortization			10,592				10,243				31,339				32,110
Change in fair value of servicing rights, net of hedging gains and losses(2)	Change in fair value of servicing rights, net of hedging gains and losses(2)	18,289		1,295					Change in fair value of servicing rights, net of hedging gains and losses(2)			702				(24,529)				22,868				(58,601)

Stock-based compensation expense	Stock-based compensation expense	5,926		2,309					Stock-based compensation expense			3,940				4,773				15,619				11,794

Loss on disposal of fixed assets	Loss on disposal of fixed assets	261		—					Loss on disposal of fixed assets			93				11,026				1,105				11,026

Other (recovery) impairment		(345)		—
Adjusted LBITDA		$	(29,336)	$	(74,403)
Goodwill impairment									Goodwill impairment			—				—				—				40,736
Other impairment									Other impairment			129				9,149				470				15,112
Adjusted EBITDA (LBITDA)									Adjusted EBITDA (LBITDA)			$	18,493			$	(114,133)			$	(4,345)			$	(380,049)

(1)Represents other interest expense, which includes gain on extinguishment of debt and amortization of debt issuance costs, in the Company’s consolidated statement of operations.

(2)Represents the change in the fair value of servicing rights ~~attributable~~due to changes in valuation inputs or assumptions, net of gains or losses from derivatives hedging ~~gains and losses.~~servicing rights.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, we are exposed to various risks which can affect our business, results and operations. The primary market risks to which we are exposed include interest rate risk, credit risk, prepayment risk and inflation risk.

We manage our interest rate risk and the price risk associated with changes in interest rates pursuant to the terms of an Interest Rate Risk Management Policy which (i) quantifies our interest rate risk exposure, (ii) lists the derivatives eligible for use as Hedging Instruments and (iii) establishes risk and liquidity tolerances.

Interest Rate Risk

Our principal market exposure is to interest rate risk as our business is subject to variability in results of operations due to fluctuations in interest rates. We anticipate that interest rates will remain our primary benchmark for market risk for the foreseeable future. Changes in interest rates affect our assets and liabilities measured at fair value, including LHFS, IRLCs, servicing rights and Hedging Instruments. In a declining interest rate environment, we expect higher loan origination volumes, higher loan margins, increases in the value of our LHFS and IRLCs, and decreases in the value of our Hedging Instruments and servicing rights. In a rising interest rate environment, we expect lower loan origination volumes, lower loan margins, decreases in the value of our LHFS and IRLCs, and increases in the value of our Hedging Instruments and servicing rights. The interaction between the results of operations of our various activities is a core component of our overall interest rate risk strategy.

IRLCs represent an agreement to extend credit to a potential customer, whereby the interest rate on the loan is set prior to funding. Our LHFS, which are held in inventory awaiting sale into the secondary market, and our IRLCs, are subject to changes in interest rates from the date of the commitment through the sale of the loan into the secondary market. Accordingly, we are exposed to interest rate risk and related price risk during the period from the date of the lock commitment through (i) the lock commitment cancellation or expiration date, or (ii) the date of sale into the secondary mortgage market. The average term for outstanding interest rate lock commitments at ~~March 31,~~September 30, 2023 was 3844 days; and our average holding period of the loan from funding to sale was 2630 days for the ~~three~~nine months ended ~~March 31,~~September 30, 2023.

We manage the interest rate risk associated with our outstanding IRLCs, LHFS and servicing rights by entering into Hedging Instruments. Management expects these Hedging Instruments will experience changes in fair value opposite to changes in fair value of the IRLCs and LHFS, thereby reducing earnings volatility. We take into account various factors and strategies in determining the portion of IRLCs, LHFS, and servicing rights that we want to economically hedge. Our expectation of how many of our IRLCs will ultimately close is a key factor in determining the notional amount of Hedging Instruments used in hedging the position.

Credit Risk

We are subject to credit risk in connection with our loan sale transactions. While our contracts vary, we provide representations and warranties to purchasers and insurers of the mortgage loans sold that typically are in place for the life of the loan. In the event of a breach of these representations and warranties, we may be required to repurchase a mortgage loan or indemnify the purchaser, and any subsequent loss on the mortgage loan may be borne by us. The representations and warranties require adherence to applicable origination and underwriting guidelines (including those of Fannie Mae, Freddie Mac, and Ginnie Mae), 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.

We record a provision for losses relating to such representations and warranties as part of our loan sale transactions. The level of the liability for losses from representations and warranties is difficult to estimate and requires considerable management judgment. The level of loan repurchase losses is dependent on economic factors, trends in property values, investor repurchase demand strategies, and other external conditions that may change over the lives of the underlying loans. We evaluate the adequacy of our liability for losses from representations and warranties based on our loss experience and our assessment of incurred losses relating to loans that we have previously sold and which remain outstanding at the balance sheet date. As our portfolio of loans sold subject to representations and warranties grows and as economic fundamentals change, such adjustments can be material. However, we believe that our current estimates adequately approximate the losses incurred on our sold loans subject to such representations and warranties.

Additionally, we are exposed to credit risk associated with our borrowers, counterparties, and other significant vendors. Our ability to operate profitably is dependent on both our access to capital to finance our assets and our ability to profitably originate, sell, and service loans. Our ability to hold loans pending sale and/or securitization depends, in part, on the availability to us of adequate financing lines of credit at suitable interest rates and favorable advance rates. In general, we manage such risk by selecting only counterparties that we believe to be financially strong, dispersing the risk among multiple counterparties, placing contractual limits on the amount of unsecured credit extended to any single counterparty and entering into netting

agreements with the counterparties, as appropriate. During the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022, we incurred no losses due to nonperformance by any of our counterparties.

Prepayment Risk

Prepayment risk is affected by interest rates (and their inherent risk) and borrowers’ actions relative to their underlying loans. To the extent that the actual prepayment speed on the loans underlying our servicing rights differs from what we projected when we initially recognized them and when we measured fair value as of the end of each reporting period, the carrying value of our investment in servicing rights will be affected. In general, an increase in prepayment expectations will decrease our estimates of the fair value of the servicing right, thereby reducing expected servicing income. We monitor the servicing portfolio to identify potential refinancings and the impact that would have on associated servicing rights.

4349

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of ~~March 31,~~September 30, 2023, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we and certain of our subsidiaries are involved in various lawsuits in state or federal courts regarding violations of state or federal statutes, regulations or common law related to matters arising out of the ordinary course of business. For a further discussion of our material legal proceedings, see Note 14 - Commitments and Contingencies of the Notes to Consolidated Financial Statements included in “Item 1 Financial Statements.” Additionally, below we have described certain other significant legal proceedings.

Securities Class Action Litigation

Beginning in September 2021, two putative class action lawsuits were filed in the United States District Court for the Central District of California asserting claims under the U.S. securities laws against the Company, certain of its directors, and certain of its officers regarding certain disclosures made in connection with the Company’s IPO. The two actions were consolidated in May 2022. A consolidated amended complaint was filed in June 2022, which, in addition to challenging disclosures made in connection with the IPO, alleges that certain disclosures made after the IPO were false and/or misleading. The Company’s motion to dismiss was filed on August 24, 2022. On January 24, 2023, the Court granted, in part, and denied, in part, the Company’s motion to dismiss. The Company’s answer to the consolidated amended complaint was filed on March 3, 2023. ~~The~~On June 26, 2023, the parties reached an agreement in principle to settle the action. On July 26, 2023, plaintiffs ~~seek unspecified monetary damages. The Company believes this lawsuit~~filed a motion for preliminary approval of the settlement with the Court, which is ~~without merit and intends to vigorously defend against it. The Company does not believe that a loss is probable or that the amount of loss is reasonably estimable in this matter at this time.~~pending approval.

Stockholder Derivative Litigation

Beginning in October 2021, four shareholder derivative complaints were filed in the United States District Court for the Central District of California against certain of the Company’s directors and officers, alleging, among things, that these defendants breached their fiduciary duties by causing the Company to make the disclosures being

challenged in the putative securities class action described above and seeking unspecified monetary damages for the

Company and that the Company make certain changes to its corporate governance. These derivative actions subsequently were consolidated into a single action (the “California Federal Action”). The California Federal Action currently is ~~stayed pending resolution of a forthcoming motion for summary judgment in the putative securities class action.~~stayed. Beginning in March 2022, two substantially similar shareholder derivative complaints were filed in the United States District Court for the District of Delaware, and then were consolidated into a single action (the “Delaware Federal Action”). The Delaware Federal Action currently is ~~stayed pending resolution of a forthcoming motion for summary judgment~~stayed. Beginning in June 2023, three substantially similar shareholder derivative complaints were filed in the ~~putative securities class action.~~Delaware Court of Chancery. Two of the derivative actions were subsequently consolidated into a single action (the “Delaware Chancery Actions”). The third action was voluntarily dismissed. The Company’s response to the Delaware Chancery Action is due on December 13, 2023. The Company believes these lawsuits are without merit. The Company does not believe that a loss is probable or that the amount of loss is reasonably estimable in this matter at this time.

Item 1A. Risk Factors

There have been no material changes in the risk factors discussed under Part I. "Item 1A. Risk Factors" of our 2022 Form 10-K filed with the SEC on March 16, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Shares of the Company's Class B common stock or Class C common stock may each be converted, together with a corresponding Holdco Unit, as applicable, at any time and from time to time at the option of the holder of such share of Class B common stock or Class C common stock, as applicable, for one fully paid and non-assessable share of Class A common stock. Each share of the Company’s Class D common stock may be converted into one fully paid and non-assessable share of Class A common stock at any time at the option of the holder of such share of Class D common stock. There is no cash or other consideration paid by the holder converting such shares and, accordingly, there is no cash or other consideration received by the Company. The shares of Class A common stock issued by the Company in such conversions are exempt from registration pursuant to Section 3(a)(9) of the Securities Act.

On ~~January~~July 3, 2023, we issued to stockholders ~~391,186~~337,513 shares of Class A common stock upon the conversion of the same number of shares of our Class C common stock and corresponding Holdco Units held by such stockholders.

On ~~February~~August 1, 2023, we issued to stockholders ~~613,801~~429,303 shares of Class A common stock upon the conversion of the same number of shares of our Class C common stock and corresponding Holdco Units held by such stockholders.

On ~~March~~September 1, 2023, we issued to stockholders ~~550,883~~202,320 shares of Class A common stock upon the conversion of the same number of shares of our Class C common stock and corresponding Holdco Units held by such stockholders.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

The following documents are filed as a part of this report:


Exhibit No.			Description
3.1			Amended and Restated Certificate of Incorporation of loanDepot, Inc., dated February 11, 2021(incorporated herein by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 16, 2021).
3.2			Amended and Restated Bylaws of loanDepot, Inc., effective November 10, 2022 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 15, 2022).
~~10.1*+~~10.1+			~~Seventh Amendment dated March 30, 2023, to~~ Amended and Restated ~~Master Repurchase~~Credit Agreement, dated as of November 15, 2021, by and among TIAA, FSB, formerly known as EverBank, as administrative agent for the Buyers and as buyer, Flagstar Bank, N.A., as purchaser of the rights and obligations hereunder from Signature Bridge Bank, N.A., as successor in interest to Signature Bank, as a buyer, and loanDepot.com LLC, as the seller.
~~10.2+~~			~~Omnibus Assignment, Assumption, and Amendment, dated March 16,~~August 25, 2023, by and among Credit Suisse First Boston Mortgage Capital LLC, Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch, Alpine Securitization LTD., Atlas Securitized Products, L.P., Atlas Securitized Products Investments 3, L.P., Atlas Securitized Products Funding 2, L.P., Nexera Holding LLC, and loanDepot.com, LLC, as borrower, Goldman Sachs Bank USA, as Administrative Agent for the financial institutions that may from time to ~~the Master Repurchase Agreement, dated~~time become parties as ~~of March 10, 2017, the Amended and Restated Pricing Side Letter, dated as of May 21, 2021, the Repo Administration and Allocation Agreement, dated as of March 10, 2017,~~Lenders, and the ~~Repurchase Agreement and Pricing Side Letter~~Lenders (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed ~~March 22,~~on August 31, 2023).
10.2+			Amendment No. 5 to Series 2020-VF1 Indenture Supplement, dated as of September 22, 2023, by and among loanDepot Agency Advance Receivables Trust, as issuer, Citibank, N.A., as indenture trustee, calculation agent, paying agent, custodian and securities intermediary, loanDepot.com, LLC as servicer and administrator, JPMorgan Chase Bank, N.A., as administrative agent, and consented to by JPMorgan Chase Bank, N.A., as noteholder of the Series 2020-VF1 Variable Funding Notes. (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on September 28, 2023).
10.3+			~~Joint Omnibus Assignment, Assumption and~~ Amendment No. 35, dated September 25, 2023, by and between Bank of America, N.A. and loanDepot.com, LLC to the ~~Series 2017-VF1 Repurchase~~Second Amended and Restated Mortgage Loan Purchase Agreement, Amendment No.2 to the Series 2021-SAVF1 Repurchase Agreement, Amendment No. 1 to the Series 2021-PIAVF1 Repurchase Agreement, Amendment No. 4 to the Series 2017-VF1 Pricing Side Letter, Amendment No.2 to the Series 2021-SAVF1 Pricing Side Letter and the Series 2021-PIAVF1 Pricing Side Letterdated as of February 2, 2022 (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed ~~March 22,~~on September 28, 2023).
~~10.4~~10.4+			~~Settlement~~Amendment No. 7, dated September 25, 2023, by and ~~Cooperation~~among Bank of America, N.A., loanDepot BA Warehouse, LLC and loanDepot.com, LLC to the Second Amended and Restated Master Repurchase Agreement, dated as of ~~April 4,~~August 20, 2021 (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on September 28, 2023).
10.5+			Amendment No. 2 to the Amended and Restated Mortgage Loan Participation Sale Agreement, dated September 27, 2023, by and among loanDepot.com, LLC, as seller, and JPMorgan Chase Bank, National Association, as purchaser (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 3, 2023).
10.6+			Second Amendment to First Amended and Restated Master Repurchase Agreement, dated September 29, 2023 by and between loanDepot.com, LLC, as seller, and JPMorgan Chase Bank, N.A., as buyer (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on October 3, 2023).
10.7+			The Joinder to the Amended and Restated Security Agreement, dated September 29, 2023, by and among loanDepot.com, LLC, as borrower, and Flagstar Bank, National Association, as administrative agent on behalf of the lenders (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on October 3, 2023).
10.8			Addendum, dated as of October 23, 2023, to Second Amended and Restated Master Repurchas e Agreement, dated as of August 20, 2021, by and among Bank of America, N.A, loanDepot ~~Inc., Anthony Hsieh, The JLSSAA Trust, established September 4, 2014, JLSA, LLC, Trilogy Mortgage Holdings, Inc., Trilogy Management Investors Six, LLC, Trilogy Management Investors Seven,~~BA Warehouse, LLC, and ~~Trilogy Management Investors Eight,~~loanDepot.com, LLC (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed ~~April 5,~~on October 27, 2023).
~~10.5~~10.9+			~~Settlement Agreement and Release,~~Joint Omnibus Amendment No. 4, dated as of ~~April 4,~~November 1, 2023, to the Series 2017-VF1 Repurchase Agreement, Amendment No. 2 to the Series 2021-PIAVF1 Repurchase Agreement, Amendment No. 3 to the Series 2021-SAVF1 Repurchase Agreement, Amendment No. 6 to the Series 2017-VF1 Pricing Side Letter, Amendment No.4 to the Series 2021-PIAVF1 Pricing Side Letter and the Series 2021-SAVF1 Pricing Side Letter by and ~~between~~among Atlas Securitized Products, L.P. as administrative agent, Nexera Holding LLC, as the buyer, and loanDepot, Inc. ~~and Anthony Hsieh (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed April 5, 2023).~~
~~10.6+~~			~~Seventeenth Amendment to Credit and Security Agreement, dated~~, as ~~of April 13, 2023, between loanDepot.com, LLC and NexBank~~seller (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed ~~April 19, 2023)~~on November 8, 2023.).
~~10.7+~~			Amendment Number Two to Credit and Security Agreement, dated as of April 13, 2023, between loanDepot.com, LLC and Flagstar Bank, National Association (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed April 19, 2023).
31.1*			~~Section 302~~ Certification of Principal Executive Officer.
31.2*			~~Section 302~~ Certification of Principal Financial ~~Officer~~Officer..


Exhibit No.			Description
32.1**			Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**			Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.0			~~Inline XBRL~~iXBRL Document
101.INS			~~Inline XBRL~~iXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			~~Inline XBRL~~iXBRL Taxonomy Extension Schema Document.
101.CAL			~~Inline XBRL~~iXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF			~~Inline XBRL~~iXBRL Taxonomy Extension Definition Linkbase Document.


~~Exhibit No.~~			~~Description~~
101.LAB			~~Inline XBRL~~iXBRL Taxonomy Extension Label Linkbase Document.
101.PRE			~~Inline XBRL~~iXBRL Taxonomy Extension Presentation Linkbase Document.
104.0			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

** Furnished herewith

+ Confidential information has been omitted because it is both (i) not material and (ii) is the type of information that the Company treats as private or confidential pursuant to Item 601(b)(10) of Regulation S-K. Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K or constitutes a clearly unwarranted invasion of personal privacy pursuant to Item 601(a)(6) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the staff of the Securities and Exchange Commission upon request.

# Management contract or compensatory plan or arrangement.

4753

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


	LOANDEPOT, INC.


Dated: ~~May 10,~~November 9, 2023	By:	/s/ Frank Martell
	Name:	Frank Martell
	Title:	President and Chief Executive Officer

Dated: ~~May 10,~~November 9, 2023	By:	/s/ ~~Patrick Flanagan~~David Hayes
	Name:	~~Patrick Flanagan~~David Hayes
	Title:	Chief Financial Officer

4854


	Three Months Ended March 31, 2023
	IRLCs, net		Servicing Rights, net
Balance at beginning of period	$	23,590	$	2,025,136


Total net gains or losses included in earnings (realized and unrealized)	97,184		3,461
Sales and settlements

Sales			(12,029)
Settlements (1)	(43,664)		—
Transfers of IRLCs to closed loans	(18,388)		—
Balance at end of period	$	58,722	$	2,016,568


	Three Months Ended March 31, 2022
	IRLCs, net		Servicing Rights, net
Balance at beginning of period	$	180,620	$	1,999,402


Total net gains or losses included in earnings (realized and unrealized)	142,958		411,768
Sales and settlements

Sales			(332,983)
Settlements (1)	(232,922)		—
Transfers of IRLCs to closed loans	(78,656)		—
Balance at end of period	$	12,000	$	2,078,187