Rocket Companies Announces Fourth Quarter and Full Year 2022 Results
Rocket Companies reported a full year 2022 net revenue of $5.8 billion and a net income of $700 million. As of December 31, 2022, the company had 25.4 million Rocket Accounts and 1 million clients in its Rocket Rewards program. In Q4 2022, total revenue was $481 million with a net loss of $493 million, resulting in a diluted loss per share of $0.14. Despite a 40% reduction in total expenses year-over-year, the company anticipates Q1 2023 adjusted revenue between $700 million and $850 million.
- Generated total revenue of $5.8 billion in 2022, net income of $700 million.
- Reduced total expenses by approximately $3 billion, over 40%, compared to 2021.
- Achieved strong liquidity position with total liquidity of approximately $8.1 billion as of December 31, 2022.
- Total net loss of $493 million in Q4 2022, leading to a diluted loss per share of $0.14.
- Closed loan origination volume dropped to $19 billion in Q4, down significantly from $75.9 billion in Q4 2021.
- Adjusted net loss of $197 million in Q4 2022, contrasting with a profit of $637 million in Q4 2021.
- Generated Full Year 2022 revenue of
$5.8 billion and net income of$700 million - Reached 25.4 million Rocket Accounts1 across our ecosystem, as of December 31, 2022
- Rocket Rewards, our loyalty program, grew its user base to 1 million clients
DETROIT, Feb. 28, 2023 /PRNewswire/ -- Rocket Companies, Inc. (NYSE: RKT) ("Rocket Companies" or the "Company"), a Detroit-based fintech platform company consisting of tech-driven mortgage, real estate and financial services businesses – including Rocket Mortgage, Rocket Homes, Rocket Loans and Rocket Money – today announced results for the quarter and full year ended December 31, 2022.
"Last year marked a period of transformation for Rocket. We right-sized our business to respond to a challenging market; we also made key investments to serve our clients better on every step of their home ownership journey," said Jay Farner, CEO of Rocket Companies. "With foundational pieces of our client engagement program in place, we are focused on expanding our top of funnel, lifting conversion and lowering our client acquisition cost, with the ultimate goal of growing our purchase market share and extending client lifetime value."
Fourth Quarter 2022 Financial Summary2 | |||||||
ROCKET COMPANIES ($ amounts in millions, except per share) | |||||||
Q4-22 | Q4-21 | YTD 22 | YTD 21 | ||||
(Unaudited) | (Unaudited) | ||||||
Total Revenue, net | $ 481 | $ 2,593 | $ 5,838 | $ 12,914 | |||
Total Expenses | $ 986 | $ 1,737 | $ 5,097 | $ 6,730 | |||
GAAP Net (Loss) Income | $ (493) | $ 865 | $ 700 | $ 6,072 | |||
Adjusted Revenue | $ 683 | $ 2,435 | $ 4,628 | $ 12,427 | |||
Adjusted Net (Loss) Income | $ (197) | $ 637 | $ (137) | $ 4,502 | |||
Adjusted EBITDA | $ (204) | $ 901 | $ 59 | $ 6,200 | |||
GAAP Diluted (Loss) Earnings Per Share | $ (0.14) | $ 0.32 | $ 0.28 | $ 2.32 | |||
Adjusted Diluted (Loss) Earnings Per Share | $ (0.10) | $ 0.32 | $ (0.07) | $ 2.26 | |||
(Units in '000s, $ amounts in millions) | ||||||||
Q4-22 | Q4-21 | YTD 22 | YTD 21 | |||||
Select Metrics | (Unaudited) | (Unaudited) | ||||||
Closed loan origination volume | ||||||||
Gain on sale margin | 2.17 % | 2.80 % | 2.82 % | 3.13 % | ||||
Net rate lock volume | ||||||||
Amrock closings (units) | 38.7 | 244.5 | 344.0 | 1,115.1 | ||||
Fourth Quarter and Full Year 2022 Financial Highlights
During the fourth quarter of 2022:
- Generated total revenue, net of
$481 million and net loss of$493 million , or a loss of 14 cents per diluted share. Generated total adjusted revenue of$683 million and adjusted net loss of$197 million , or an adjusted loss of 10 cents per diluted share. - Rocket Mortgage generated
$19 billion in mortgage origination closed loan volume. Gain on sale margin was2.17% , which was largely impacted by higher than expected demand for Inflation Buster, our promotional purchase product. - Reduced total expenses by
$202 million dollars from Q3 2022 to Q4 2022, higher than initial expectations of$50 to 100 million. - Total liquidity was approximately
$8.1 billion , as of December 31, 2022, which includes$3.3 billion of available cash,$3.1 billion of undrawn lines of credit, and$1.7 billion of undrawn MSR lines. - Grew servicing book unpaid principal balance to
$535 billion at December 31, 2022. As of December 31, 2022, our servicing portfolio includes 2.5 million clients and generates approximately$1.5 billion of recurring servicing fee income on an annualized basis.
During the full year of 2022:
- Generated total revenue, net of
$5.8 billion and delivered net income of$700 million , or 28 cents per diluted share. Generated total adjusted revenue of$4.6 billion and adjusted net loss of$137 million , or an adjusted loss of 7 cents per diluted share. - Rocket Mortgage generated
$133.1 billion in mortgage origination closed loan volume and gain on sale margin of2.82% . - Executed a disciplined and prudent approach to cost management and reduced overall cost structure by nearly
$3 billion dollars on an annualized basis, comparing Q4 2021 to Q4 2022, or more than40% of total cost base. - Repurchased 32.1 million shares cumulatively at an average price of
$12.73 . In total, we have returned$409.3 million to Class A common stockholders under the$1 billion share repurchase program renewed in November 2022.
Company Highlights
Rocket Platform
- As of December 31, 2022, Rocket Accounts reached 25.4 million total accounts. Rocket Accounts, a key north star metric, represents clients who have taken the action to create an account with us and with whom we may have visibility on credit worthiness, spending behavior, finances, home buying intent and more. Through these deeper, data-driven insights, we are able to deliver richer and more personalized experiences to Rocket Account holders and build ongoing relationships with them.
- On January 2, 2023, Rocket Money took the top spot for daily downloads in the iOS app store Finance category and also reached top 10 in the overall iOS app store. Rocket Money also had a record month of premium member growth in January 2023, the highest in its 8-year operating history.
- Rocket Rewards (www.myrocket.com/rewards), our loyalty program with more than 1 million clients, has shown strong client adoption and engagement since its launch in October 2022. Clients have already redeemed nearly
$600,000 dollars in point value. In January, we introduced Rocket Rewards to our 2.5 million servicing clients. - Rocket Mortgage net client retention rate was
95% over the 12 months ended December 31, 2022. There is a strong correlation between this metric and client lifetime value, and we believe our net client retention rate is unmatched among mortgage companies and on par with some of the best performing subscription business models in the world.
Technology and Product
- In November 2022, we launched a pilot Home Buying Plan to a test demographic. Home Buying Plan is a guided digital experience that helps our clients prepare for home ownership and stay informed throughout their home buying journey. Clients can set home buying milestones, engage with personalized financial tools and credit score improvement resources, search for their dream home, and receive advice on how to stay on track to be more confident home buyers.
- In December, Rocket Mortgage introduced a special purpose credit program that offers credits for first-time homebuyers to use toward their mortgage costs, available in specific census tracts in Atlanta, Baltimore, Chicago, Detroit, Memphis and Philadelphia.
- Through our partnership with Q2, Fourth Capital, a Tennessee-based community bank, became the first Q2 customer to add Rocket Mortgage's digital home loan application to its mobile and online banking app and expand its financial offerings to its account holders.
Rocket ESG: For-More-Than-Profit
- In December, the Rocket Community Fund and Local Initiatives Support Corporation (LISC) announced a
$2 million investment to support the "Rocket Wealth Accelerator Program." The program provides financial coaching to income-qualified families in Detroit, Cleveland, Atlanta and Milwaukee and aims to help families meet emergency needs, build credit and grow generational wealth. Participants are also eligible to receive up to$500 in matching dollars for large-dollar goals such as purchasing a home or vehicle, and up to$300 for short-term or emergency savings goals.
First Quarter 2023 Outlook
In Q1 2023, we expect adjusted revenue of between
Direct to Consumer
In the Direct to Consumer segment, clients have the ability to interact with Rocket Mortgage online and/or with the Company's mortgage bankers. The Company markets to potential clients in this segment through various brand campaigns and performance marketing channels. The Direct to Consumer segment derives revenue from originating, closing, selling and servicing predominantly agency-conforming loans, which are pooled and sold to the secondary market. The segment also includes title insurance, appraisals and settlement services complementing the Company's end-to-end mortgage origination experience. Servicing activities are fully allocated to the Direct to Consumer segment and are viewed as an extension of the client experience. Servicing enables Rocket Mortgage to establish and maintain long term relationships with our clients, through multiple touchpoints at regular engagement intervals.
DIRECT TO CONSUMER3 ($ amounts in millions) | |||||||
Q4-22 | Q4-21 | YTD 22 | YTD 21 | ||||
(Unaudited) | (Unaudited) | ||||||
Sold loan volume | $ 11,919 | $ 50,392 | $ 84,142 | $ 213,889 | |||
Sold loan gain on sale margin | 4.03 % | 4.32 % | 4.14 % | 4.75 % | |||
Revenue, net | $ 325 | $ 2,181 | $ 4,780 | $ 10,581 | |||
Adjusted Revenue | $ 527 | $ 2,023 | $ 3,569 | $ 10,094 | |||
Contribution margin | $ 46 | $ 1,134 | $ 1,051 | $ 6,396 | |||
Partner Network
The Rocket Professional platform supports our Partner Network segment, where we leverage our superior client service and widely recognized brand to grow marketing and influencer relationships, and our mortgage broker partnerships through Rocket Pro TPO. Our marketing partnerships consist of well-known consumer-focused companies that find value in our award-winning client experience and want to offer their clients mortgage solutions with our trusted, widely recognized brand. These organizations connect their clients directly to us through marketing channels and a referral process. Our influencer partnerships are typically with companies that employ licensed mortgage professionals that find value in our client experience, technology and efficient mortgage process, where mortgages may not be their primary offering. We also enable clients to start the mortgage process through the Rocket platform in the way that works best for them, including through a local mortgage broker.
PARTNER NETWORK ($ amounts in millions) | |||||||
Q4-22 | Q4-21 | YTD 22 | YTD 21 | ||||
(Unaudited) | (Unaudited) | ||||||
Sold loan volume | $ 9,132 | $ 30,289 | $ 60,499 | $ 138,803 | |||
Sold loan gain on sale margin | 0.95 % | 0.79 % | 1.05 % | 1.20 % | |||
Revenue, net | $ 71 | $ 267 | $ 639 | $ 1,766 | |||
Adjusted Revenue | $ 71 | $ 267 | $ 639 | $ 1,766 | |||
Contribution margin | $ 12 | $ 113 | $ 276 | $ 1,079 | |||
Balance Sheet and Liquidity
We remain in a strong liquidity position, with total liquidity of
BALANCE SHEET HIGHLIGHTS ($ amounts in millions) | |||
December 31, 2022 | December 31, 2021 | ||
(Unaudited) | |||
Cash and cash equivalents | $ 722 | $ 2,131 | |
Mortgage servicing rights ("MSRs"), at fair value | $ 6,947 | $ 5,386 | |
Funding facilities | $ 3,549 | $ 12,752 | |
Other financing facilities and debt | $ 4,701 | $ 5,994 | |
Total equity | $ 8,476 | $ 9,760 | |
Fourth Quarter and Full Year 2022 Earnings Call
Rocket Companies will host a live conference call at 4:30 p.m. ET on February 28, 2023 to discuss its results for the quarter and full year ended December 31, 2022. A live webcast of the event will be available online by clicking on the "Investor Info" section of our website. The webcast will also be available via rocketcompanies.com.
A replay of the webcast will be available on the Investor Relations site following the conclusion of the event.
1 A Rocket Account holder is defined as a consumer who opens an account with any of our Rocket services, including Rocket Money. Each Rocket Account holder has unique account credentials across collective Rocket services through our single sign-on solution. A Rocket Account holder continues to be counted as one unless they delete or request that we remove their account information.
2 "GAAP" stands for Generally Accepted Accounting Principles in the U.S. Please see the sections of this document titled "Non-GAAP Financial Measures" and "GAAP to non-GAAP Reconciliations" for more information on the Company's non-GAAP measures and its share count. Certain figures in the tables throughout this document may not foot due to rounding.
3 We measure the performance of the Direct to Consumer and Partner Network segments primarily on a contribution margin basis. Contribution margin is intended to measure the direct profitability of each segment and is calculated as Adjusted Revenue less directly attributable expenses. Directly attributable expenses include salaries, commissions and team member benefits, general and administrative expenses, and other expenses, such as direct servicing costs and origination costs. A loan is considered "sold" when it is sold to investors on the secondary market. We previously referred to "sold" loans as "funded" loans. See "Summary Segment Results" section later in this document and the footnote on "Segments" in the "Notes to Consolidated Financial Statements" in the Company's forthcoming filing on Form 10-K for more information.
Consolidated Statements of Income (Loss) ($ In Thousands, Except Shares and Per Share Amounts) | |||||||
Three Months Ended December 31, | Years Ended December 31, | ||||||
2022 | 2021 | 2022 | 2021 | ||||
(Unaudited) | (Unaudited) | ||||||
Revenue | |||||||
Gain on sale of loans | |||||||
Gain (loss) on sale of loans excluding fair value of MSRs, net | $ (7,498) | $ 993,588 | $ 1,166,770 | $ 6,604,215 | |||
Fair value of originated MSRs | 288,281 | 926,842 | 1,970,647 | 3,864,359 | |||
Gain on sale of loans, net | 280,783 | 1,920,430 | 3,137,417 | 10,468,574 | |||
Loan servicing income (loss) | |||||||
Servicing fee income | 370,633 | 355,880 | 1,458,637 | 1,325,938 | |||
Change in fair value of MSRs | (407,126) | (133,232) | 185,036 | (689,432) | |||
Loan servicing income (loss), net | (36,493) | 222,648 | 1,643,673 | 636,506 | |||
Interest income | |||||||
Interest income | 85,101 | 118,233 | 350,591 | 430,086 | |||
Interest expense on funding facilities | (35,812) | (56,146) | (166,388) | (261,146) | |||
Interest income, net | 49,289 | 62,087 | 184,203 | 168,940 | |||
Other income | 187,213 | 387,601 | 873,200 | 1,640,446 | |||
Total revenue, net | 480,792 | 2,592,766 | 5,838,493 | 12,914,466 | |||
Expenses | |||||||
Salaries, commissions and team member benefits | 519,024 | 804,136 | 2,797,868 | 3,356,815 | |||
General and administrative expenses | 196,342 | 315,779 | 906,195 | 1,183,418 | |||
Marketing and advertising expenses | 175,413 | 305,584 | 945,694 | 1,249,583 | |||
Depreciation and amortization | 23,987 | 19,243 | 94,020 | 74,713 | |||
Interest and amortization expense on non-funding debt | 38,333 | 125,968 | 153,596 | 230,740 | |||
Other expenses | 33,111 | 166,711 | 199,209 | 634,296 | |||
Total expenses | 986,210 | 1,737,421 | 5,096,582 | 6,729,565 | |||
(Loss) income before income taxes | (505,418) | 855,345 | 741,911 | 6,184,901 | |||
Benefit from (provision for) income taxes | 12,763 | 9,971 | (41,978) | (112,738) | |||
Net (loss) income | (492,655) | 865,316 | 699,933 | 6,072,163 | |||
Net loss (income) attributable to non-controlling interest | 475,039 | (817,265) | (653,512) | (5,763,953) | |||
Net (loss) income attributable to Rocket Companies | $ (17,616) | $ 48,051 | $ 46,421 | $ 308,210 | |||
(Loss) earnings per share of Class A common stock | |||||||
Basic | $ (0.14) | $ 0.36 | $ 0.39 | $ 2.36 | |||
Diluted | $ (0.14) | $ 0.32 | $ 0.28 | $ 2.32 | |||
Weighted average shares outstanding | |||||||
Basic | 121,751,798 | 132,607,997 | 120,577,548 | 130,578,206 | |||
Diluted | 121,751,798 | 1,985,285,921 | 1,971,620,573 | 1,989,433,567 | |||
Consolidated Balance Sheets ($ In Thousands, Except Shares and Per Share Amounts) | |||
December 31, | December 31, | ||
Assets | (Unaudited) | ||
Cash and cash equivalents | $ 722,293 | $ 2,131,174 | |
Restricted cash | 66,806 | 80,423 | |
Mortgage loans held for sale, at fair value | 7,343,475 | 19,323,568 | |
Interest rate lock commitments ("IRLCs"), at fair value | 90,635 | 538,861 | |
Mortgage servicing rights ("MSRs"), at fair value | 6,946,940 | 5,385,613 | |
Notes receivable and due from affiliates | 10,796 | 9,753 | |
Property and equipment, net | 274,192 | 254,376 | |
Deferred tax asset, net | 537,963 | 572,049 | |
Lease right of use assets | 366,189 | 427,895 | |
Forward commitments, at fair value | 22,444 | 17,337 | |
Loans subject to repurchase right from Ginnie Mae | 1,642,392 | 1,918,032 | |
Goodwill and intangible assets, net | 1,258,928 | 1,296,926 | |
Other assets | 799,159 | 818,888 | |
Total assets | $ 20,082,212 | $ 32,774,895 | |
Liabilities and equity | |||
Liabilities: | |||
Funding facilities | $ 3,548,699 | $ 12,751,592 | |
Other financing facilities and debt: | |||
Lines of credit | — | 75,000 | |
Senior Notes, net | 4,027,970 | 4,022,491 | |
Early buy out facility | 672,882 | 1,896,784 | |
Accounts payable | 116,331 | 271,544 | |
Lease liabilities | 422,769 | 482,184 | |
Forward commitments, at fair value | 25,117 | 19,911 | |
Investor reserves | 110,147 | 78,888 | |
Notes payable and due to affiliates | 33,463 | 33,650 | |
Tax receivable agreement liability | 613,693 | 688,573 | |
Loans subject to repurchase right from Ginnie Mae | 1,642,392 | 1,918,032 | |
Other liabilities | 393,200 | 776,714 | |
Total liabilities | $ 11,606,663 | $ 23,015,363 | |
Equity | |||
Class A common stock | $ 1 | $ 1 | |
Class B common stock | — | — | |
Class C common stock | — | — | |
Class D common stock | 19 | 19 | |
Additional paid-in capital | 276,221 | 287,558 | |
Retained earnings | 300,394 | 378,005 | |
Accumulated other comprehensive income | 69 | 81 | |
Non-controlling interest | 7,898,845 | 9,093,868 | |
Total equity | 8,475,549 | 9,759,532 | |
Total liabilities and equity | $ 20,082,212 | $ 32,774,895 | |
Summary Segment Results for the Three Months Ended and Years Ended December 31, 2022 and 2021, ($ amounts in millions) (Unaudited)
| |||||||||
Three Months Ended December 31, 2022 | Direct to | Partner | Segments Total | All Other | Total | ||||
Total U.S. GAAP Revenue, net | $ 325 | $ 71 | $ 396 | $ 84 | $ 481 | ||||
Plus: Decrease in MSRs due to valuation | 202 | — | 202 | — | 202 | ||||
Adjusted Revenue | $ 527 | $ 71 | $ 598 | $ 84 | $ 683 | ||||
Directly attributable expenses | 480 | 60 | 540 | 54 | 594 | ||||
Contribution margin(1) | $ 46 | $ 12 | $ 58 | $ 31 | $ 89 | ||||
Three Months Ended December 31, 2021 | Direct to | Partner | Segments Total | All Other | Total | ||||
Total U.S. GAAP revenue, net | $ 2,181 | $ 267 | $ 2,449 | $ 144 | $ 2,593 | ||||
Less: Increase in MSRs due to valuation | (158) | — | (158) | — | (158) | ||||
Adjusted Revenue | $ 2,023 | $ 267 | $ 2,291 | $ 144 | $ 2,435 | ||||
Directly attributable expenses | 889 | 154 | 1,044 | 78 | 1,121 | ||||
Contribution margin(1) | $ 1,134 | $ 113 | $ 1,247 | $ 66 | $ 1,314 | ||||
Years Ended December 31, 2022 | Direct to | Partner | Segments Total | All Other | Total | ||||
Total U.S. GAAP revenue, net | $ 4,780 | $ 639 | $ 5,419 | $ 420 | $ 5,838 | ||||
Less: Increase in MSRs due to valuation | (1,211) | — | (1,211) | — | (1,211) | ||||
Adjusted Revenue | $ 3,569 | $ 639 | $ 4,208 | $ 420 | $ 4,628 | ||||
Directly attributable expenses | 2,518 | 362 | 2,880 | 359 | 3,239 | ||||
Contribution margin(1) | $ 1,051 | $ 276 | $ 1,327 | $ 61 | $ 1,388 | ||||
Years Ended December 31, 2021 | Direct to | Partner | Segments Total | All Other | Total | ||||
Total U.S. GAAP revenue, net | $ 10,581 | $ 1,766 | $ 12,347 | $ 567 | $ 12,914 | ||||
Less: Increase in MSRs due to valuation | (487) | — | (487) | — | (487) | ||||
Adjusted Revenue | $ 10,094 | $ 1,766 | $ 11,860 | $ 567 | $ 12,427 | ||||
Directly attributable expenses | 3,698 | 686 | 4,384 | 275 | 4,659 | ||||
Contribution margin(1) | $ 6,396 | $ 1,079 | $ 7,475 | $ 293 | $ 7,768 | ||||
(1) We measure the performance of the segments primarily on a contribution margin basis. Contribution margin is intended to measure the direct profitability of each segment | |||||||||
GAAP to non-GAAP Reconciliations
Adjusted Revenue Reconciliation ($ amounts in millions) | |||||||
Three Months Ended December 31, | Years Ended December 31, | ||||||
2022 | 2021 | 2022 | 2021 | ||||
(Unaudited) | (Unaudited) | ||||||
Total revenue, net | $ 481 | $ 2,593 | $ 5,838 | $ 12,914 | |||
Change in fair value of MSRs due to valuation | 202 | (158) | (1,211) | (487) | |||
Adjusted Revenue | $ 683 | $ 2,435 | $ 4,628 | $ 12,427 | |||
(1) Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, and the effects of | |||||||
Adjusted Net (Loss) Income Reconciliation ($ amounts in millions) | |||||||
Three Months Ended | Years Ended December 31, | ||||||
2022 | 2021 | 2022 | 2021 | ||||
(Unaudited) | (Unaudited) | ||||||
Net (loss) income attributable to Rocket Companies | $ (18) | $ 48 | $ 46 | $ 308 | |||
Net (loss) income impact from pro forma conversion of Class D common shares | (474) | 818 | 656 | 5,766 | |||
Adjustment to the benefit from (provision for) income tax (2) | 120 | (226) | (139) | (1,429) | |||
Tax-effected net (loss) income (2) | (372) | 640 | 563 | 4,646 | |||
Share-based compensation expense (3) | 48 | 40 | 234 | 164 | |||
Change in fair value of MSRs due to valuation assumptions (net of hedges) (4) | 202 | (158) | (1,211) | (487) | |||
Loss on extinguishment of Senior Notes | — | 87 | — | 87 | |||
Litigation accrual (5) | — | — | — | 15 | |||
Career transition program (6) | — | — | 81 | — | |||
Change in Tax receivable agreement liability(7) | (10) | 19 | (34) | 19 | |||
Tax impact of adjustments (8) | (65) | 8 | 226 | 55 | |||
Other tax adjustments (9) | 1 | 1 | 4 | 4 | |||
Adjusted Net (Loss) Income | $ (197) | $ 637 | $ (137) | $ 4,502 | |||
(1) Reflects net (loss) income to Class A common stock from pro forma exchange and conversion of corresponding shares of our Class D common shares held by
(2) Rocket Companies is subject to U.S. Federal income taxes, in addition to state, local and Canadian taxes with respect to its allocable share of any net taxable
(3) The year ended December 31, 2022 amounts exclude the impact of the career transition program.
(4) Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, and the effects
(5) Reflects legal accrual related to a specific legal matter.
(6) Reflects net expenses associated with compensation packages, healthcare coverage, career transition services, and accelerated vesting of certain equity awards.
(7) Reflects changes in estimates of tax rates and other variables of the Tax receivable agreement liability.
(8) Tax impact of adjustments gives effect to the income tax related to share-based compensation expense, change in fair value of MSRs due to valuation
(9) Represents tax benefits due to the amortization of intangible assets and other tax attributes resulting from the purchase of Holdings units, net of payment
| |||||||
Adjusted Diluted Weighted Average Shares Outstanding Reconciliation ($ in millions, except shares and per share) | |||||||
Three Months Ended December 31, | Years Ended December 31, | ||||||
2022 | 2021 | 2022 | 2021 | ||||
(Unaudited) | (Unaudited) | ||||||
Diluted weighted average Class A Common shares outstanding | 121,751,798 | 1,985,285,921 | 1,971,620,573 | 1,989,433,567 | |||
Assumed pro forma conversion of Class D shares (1) | 1,848,879,483 | — | — | — | |||
Adjusted diluted weighted average shares outstanding | 1,970,631,281 | 1,985,285,921 | 1,971,620,573 | 1,989,433,567 | |||
Adjusted Net (Loss) Income | $ (197) | $ 637 | $ (137) | $ 4,502 | |||
Adjusted Diluted (Loss) Earnings Per Share | $ (0.10) | $ 0.32 | $ (0.07) | $ 2.26 | |||
(1) Reflects the pro forma exchange and conversion of non-dilutive Class D common stock to Class A common stock. | |||||||
Adjusted EBITDA Reconciliation ($ amounts in millions) | |||||||
Three Months Ended December 31, | Years Ended December 31, | ||||||
2022 | 2021 | 2022 | 2021 | ||||
(Unaudited) | (Unaudited) | ||||||
Net (loss) income | $ (493) | $ 865 | $ 700 | $ 6,072 | |||
Interest and amortization expense on non-funding debt | 38 | 126 | 154 | 231 | |||
Income tax (benefit) provision | (13) | (10) | 42 | 113 | |||
Depreciation and amortization | 24 | 19 | 94 | 75 | |||
Share-based compensation expense (1) | 48 | 40 | 234 | 164 | |||
Change in fair value of MSRs due to valuation assumptions (net of hedges) (2) | 202 | (158) | (1,211) | (487) | |||
Litigation accrual (3) | — | — | — | 15 | |||
Career transition program (4) | — | — | 81 | $ — | |||
Change in Tax receivable agreement liability (5) | (10) | 19 | (34) | 19 | |||
Adjusted EBITDA | $ (204) | $ 901 | $ 59 | $ 6,200 | |||
(1) The year ended December 31, 2022 amounts exclude the impact of the career transition program.
(2) Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, and the
(3) Reflects legal accrual related to a specific legal matter.
(4) Reflects net expenses associated with compensation packages, healthcare coverage, career transition services, and accelerated vesting of certain
(5) Reflects changes in estimates of tax rates and other variables of the Tax receivable agreement liability.
| |||||||
Non-GAAP Financial Measures
To provide investors with information in addition to our results as determined by GAAP, we disclose Adjusted Revenue, Adjusted Net (Loss) Income, Adjusted Diluted (Loss) Earnings Per Share and Adjusted EBITDA (collectively "our non-GAAP financial measures") as non-GAAP measures which management believes provide useful information to investors. We believe that the presentation of our non-GAAP financial measures provides useful information to investors regarding our results of operations because each measure assists both investors and management in analyzing and benchmarking the performance and value of our business. Our non-GAAP financial measures are not calculated in accordance with GAAP and should not be considered as a substitute for revenue, net (loss) income, or any other operating performance measure calculated in accordance with GAAP. Other companies may define our non-GAAP financial measures differently, and as a result, our measures of our non-GAAP financial measures may not be directly comparable to those of other companies. Our non-GAAP financial measures provide indicators of performance that are not affected by fluctuations in certain costs or other items. Accordingly, management believes that these measurements are useful for comparing general operating performance from period to period, and management relies on these measures for planning and forecasting of future periods. Additionally, these measures allow management to compare our results with those of other companies that have different financing and capital structures.
We define "Adjusted Revenue" as total revenues net of the change in fair value of mortgage servicing rights ("MSRs") due to valuation assumptions (net of hedges). We define "Adjusted Net (Loss) Income " as tax-effected earnings before share-based compensation expense, the change in fair value of MSRs due to valuation assumptions (net of hedges), loss on extinguishment of Senior Notes, a litigation accrual, career transition program, change in Tax receivable agreement liability, and the tax effects of those adjustments as applicable. We define "Adjusted Diluted (Loss) Earnings Per Share" as Adjusted Net (Loss) Income divided by the diluted weighted average number of Class A common stock outstanding for the applicable period, which assumes the pro forma exchange and conversion of all outstanding Class D common stock for Class A common stock. We define "Adjusted EBITDA" as earnings before interest and amortization expense on non-funding debt, income tax, depreciation and amortization, share-based compensation expense, change in fair value of MSRs due to valuation assumptions (net of hedges), a litigation accrual, career transition program, and change in Tax receivable agreement liability. We exclude from each of our non-GAAP financial measures the change in fair value of MSRs due to valuation assumptions (net of hedges) as this represents a non-cash non-realized adjustment to our total revenues, reflecting changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, which is not indicative of our performance or results of operation. We also exclude effects of contractual prepayment protection associated with sales of MSRs. Adjusted EBITDA includes Interest expense on funding facilities, which are recorded as a component of Interest income, net, as these expenses are a direct cost driven by loan origination volume. By contrast, interest and amortization expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA.
Our definitions of each of our non-GAAP financial measures allows us to add back certain cash and non-cash charges, and deduct certain gains that are included in calculating Total revenues, net, Net (loss) income attributable to Rocket Companies or Net (loss) income. However, these expenses and gains vary greatly, and are difficult to predict. From time to time in the future, we may include or exclude other items if we believe that doing so is consistent with the goal of providing useful information to investors. During the year ended December 31, 2022, we revised our definition of Adjusted Net (Loss) Income and Adjusted EBITDA to also exclude the cash portion of share-based compensation expenses and the career transition program, respectively, and Adjusted EBITDA to include the Change in Tax receivable agreement liability, as these expenses do not directly affect what we consider to be our core operating performance. Comparative periods presented to the extent impacted were updated.
Although we use our non-GAAP financial measures to assess the performance of our business, such use is limited because they do not include certain material costs necessary to operate our business. Our non-GAAP financial measures can represent the effect of long-term strategies as opposed to short-term results. Our presentation of our non-GAAP financial measures should not be construed as an indication that our future results will be unaffected by unusual or nonrecurring items. Our non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Because of these limitations, our non-GAAP financial measures should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations. Some of these limitations are: (a) they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments; (b) Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt; (c) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and Adjusted Revenue, Adjusted Net (Loss) Income and Adjusted EBITDA do not reflect any cash requirement for such replacements or improvements; and (d) they are not adjusted for all non-cash income or expense items that are reflected in our Consolidated Statements of Cash Flows. We compensate for these limitations by using our non-GAAP financial measures along with other comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of operating performance.
Forward Looking Statements
Some of the statements contained in this document are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and, in each case, their negative or other various or comparable terminology. These forward-looking statements reflect our views with respect to future events as of the date of this document and are based on our management's current expectations, estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document. It is not possible to predict or identify all such risks. These risks include, but are not limited to, the risk factors that are described under the section titled "Risk Factors" in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document and in our SEC filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
About Rocket Companies
Founded in 1985, Rocket Companies is a Detroit-based fintech platform company consisting of personal finance and consumer technology brands including Rocket Mortgage, Rocket Homes, Amrock, Rocket Money, Rocket Loans, Rocket Auto, Rocket Mortgage Canada, Lendesk, Core Digital Media, Rocket Central and Rock Connections.
Rocket Companies' mission is to be the best at creating certainty in life's most complex moments so that its clients can live their dreams. The Company helps clients achieve the dream of home ownership and financial freedom through industry-leading client experiences powered by its simple, fast and trusted digital solutions. Rocket Companies ranked #7 on Fortune's list of the "100 Best Companies to Work For" in 2022 and has placed in the top third of the list for 19 consecutive years. For more information, please visit our Corporate Website or Investor Relations Website.
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SOURCE Rocket Companies, Inc.
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