Rocket Companies Announces Second Quarter 2024 Results

    --  Generated Q2'24 total revenue, net of $1.3 billion and adjusted revenue
        of $1.2 billion. Adjusted revenue exceeded the high end of guidance
        range and increased year-over-year for the fourth straight quarter
    --  Reported Q2'24 GAAP net income of $178 million, or $0.01 per GAAP
        diluted earnings per share and adjusted net income of $121 million, or
        $0.06 per adjusted diluted earnings per share
    --  Delivered Q2'24 adjusted EBITDA of $225 million, increasing
        year-over-year for the fifth straight quarter

DETROIT, Aug. 1, 2024 /PRNewswire/ -- Rocket Companies, Inc. (NYSE: RKT) ("Rocket Companies" or the "Company"), the Detroit-based fintech platform company including mortgage, real estate and personal finance businesses, today announced results for the second quarter ended June 30, 2024.

"Our team achieved impressive results in Q2. We, again, grew our purchase market share year-over-year by making continuous improvements across our processes, teams, marketing, and technology. We also delivered year-over-year top-line growth for the fourth straight quarter and expanded profitability for the fifth quarter in a row," said Varun Krishna, CEO and Director of Rocket Companies. "We consider ourselves the most optimistic company in America. Every day, Rocket makes 30-year bets on people who make 30-year bets on themselves. With our AI-fueled homeownership strategy, and by helping our clients overcome obstacles to achieve their dreams, we are making the homeownership experience easier and more accessible for all."



            
              Second
               Quarter 2024 Financial Summary (1)





            ROCKET COMPANIES
    ($ in millions, except per share amounts)




                                                                                  Q2                 Q2      YTD           YTD
                                                                                  -24                 -23       24             23


                                                                             
            (Unaudited)         
      (Unaudited)



            Total revenue, net                                                $1,301              $1,236   $2,684         $1,902



            Total expenses                                                    $1,109              $1,098   $2,194         $2,180



            GAAP Net income (loss)                                              $178                $139     $469         $(272)





            Adjusted revenue                                                  $1,228              $1,002   $2,391         $1,884



            Adjusted net income (loss)                                          $121               $(33)    $205         $(144)



            Adjusted EBITDA                                                     $225                 $18     $399          $(61)





            GAAP diluted earnings (loss) per share                             $0.01               $0.05    $0.13        $(0.11)



            Adjusted diluted earnings (loss) per share                         $0.06             $(0.02)   $0.10        $(0.07)



     ($ in millions)




                                           Q2                 Q2       YTD              YTD
                                           -24                 -23         24                23



     
                Select Metrics    
             (Unaudited)         
          (Unaudited)



     Closed loan origination volume   $24,662             $22,330    $44,867           $39,260



     Gain on sale margin               2.99 %             2.67 %    3.05 %           2.54 %



     Net rate lock volume             $25,050             $22,244    $47,412           $41,779




     
     1            "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 throughout this
          document may not foot due to rounding.

Second Quarter 2024 Financial Highlights

    --  Generated total revenue, net of $1.3 billion and GAAP net income of $178
        million, or $0.01 per diluted share. Generated total adjusted revenue of
        $1.2 billion and adjusted net income of $121 million, or adjusted
        earnings of $0.06 per diluted share.
    --  Rocket Mortgage generated $24.7 billion in closed loan origination
        volume, a 10.4% increase over the same period of the prior year.
    --  Gain on sale margin was 2.99%, an increase of 32 bps over the same
        period of the prior year.
    --  Total liquidity was $8.6 billion, as of June 30, 2024, which includes
        $1.3 billion of cash on the balance sheet, and $1.9 billion of corporate
        cash used to self-fund loan originations, $3.4 billion of undrawn lines
        of credit, and $2.0 billion of undrawn MSR lines of credit.
    --  Servicing portfolio unpaid principal balance, which includes subserviced
        loans, was $534.6 billion or 2.6 million loans serviced as of June 30,
        2024. The portfolio generates approximately $1.4 billion of recurring
        servicing fee income on an annualized basis. We acquired mortgage
        servicing right ("MSR") portfolios in the quarter, for total
        consideration of $315 million. The MSR acquisitions added $20.8 billion
        of unpaid principal balance of loans with a blended weighted average
        coupon higher than our current portfolio, providing a compelling
        refinance opportunity when rates decline.

Second Quarter 2024 Company Highlights

    --  We expanded purchase share year-over-year through numerous optimizations
        in our processes, teams, marketing, and technology capabilities.
    --  Rocket Mortgage was named #1 in the nation in J.D. Power's 2024 study
        for client satisfaction in mortgage servicing, the 10th year Rocket
        Mortgage has earned the accolade. J.D. Power surveyed more than 11,000
        American homeowners to determine the rankings. J.D. Power has ranked
        Rocket Mortgage #1 in client satisfaction for primary mortgage
        origination and mortgage servicing a total of 22 times - the most of any
        mortgage lender.
    --  Our home equity loan product continues to resonate strongly with
        clients, offering a compelling solution to tap into home equity without
        impacting the lower rate on a client's first lien mortgage. In Q2 2024,
        home equity loan volume more than doubled compared to the same period
        last year, setting a new record. During the quarter, we enhanced the
        speed and efficiency of our home equity loan process through the launch
        of an Automated Valuation Model (AVM). AVM represents a major upgrade,
        providing a cost-efficient digital alternative to traditional in-person
        appraisals. This innovation allows us to deliver cash from home equity
        loans in as little as 7 business days, meeting our clients' needs with
        unprecedented speed and accuracy.
    --  We expanded our AI-powered live chat, the preferred asynchronous mode of
        communication for both new and older generations, across the client
        journey. With chat, we quickly and accurately gauge client intent
        upfront, and provide personalized solutions at scale. This has resulted
        in higher satisfaction for both clients and team members, as well as
        significantly higher conversion rates. Recent data shows that clients
        using chat have conversion rates three times higher compared to those
        who didn't leverage chat.
    --  We expanded the roll out of Rocket Logic Assistant, our AI-powered
        personal assistant, to our entire banking team. Rocket Logic Assistant
        transcribes client calls and automatically completes mortgage
        applications in real-time, super-charging our bankers' productivity and
        reducing fatigue. Rocket Logic Assistant seamlessly generates more than
        300,000 detailed transcripts weekly from outbound calls.
    --  In June, we launched MSR audit automation, an upgraded workflow system
        that streamlines the loan onboarding process and drives efficiency at
        scale. With this new system, our capital markets team can now complete
        MSR audits in half the time. This enhancement allows us to onboard MSR
        portfolios more quickly, efficiently, and accurately, which is essential
        as we expand our portfolio.
    --  In May, Rocket Companies appointed Shawn Malhotra as its first Chief
        Technology Officer. In this role, Malhotra will oversee the development
        and implementation of technology across the entire Rocket Companies
        ecosystem, including AI development, Data Science, Product Engineering,
        Technology Operations and Information Security - among other areas.
        Previously, Malhotra held a variety of technology leadership roles at
        Thomson Reuters.
    --  We will hold our first Investor Day on September 10, 2024, in downtown
        Detroit. The event will feature presentations and engagement
        opportunities with Rocket Companies' leadership, immersive demo
        experiences, and a tour of downtown Detroit and our Company. The event
        will be held in person, and a webcast will be available on our Investor
        Relations website.

Rocket Corporate Responsibility: For-More-Than-Profit

    --  In June, we published our 2023 ESG report, which highlights Rocket's
        commitment to being a For-More-Than-Profit organization and our
        commitment to our clients, communities and team members. The report can
        be found on the Social Impact tab of our Investor Relations website.
    --  Rocket Mortgage held its sixth annual Rocket Mortgage Classic event from
        June 25 to June 30, 2024 at the Detroit Golf Club. Since 2019, the
        Rocket Mortgage Classic has raised over $8.4 million for local
        charitable organizations, including $4.3 million for the "Changing the
        Course" initiative to connect Detroit residents to high-speed internet,
        digital devices and digital literacy training.
    --  Rocket Community Fund, a partner company, announced a $320,000
        investment in Black Tech Saturdays, an organization that aims to promote
        diversity and inclusion in the tech industry through workshops, training
        programs and community outreach in Detroit. In June, Rocket Community
        Fund collaborated with Microsoft, Black Tech Saturdays and Sistah's
        Reachin' Out to host AI Explained, an event focused on raising awareness
        of generative AI and its benefits for nonprofits and small business
        owners.
    --  Rocket Community Fund, National Black Empowerment Council (NBEC), and
        Goodwill of North Georgia today announced the launch of the
        Homeownership Wealth Initiative, a pilot program offering comprehensive
        financial education and homeownership guidance for Atlanta residents.

Third Quarter 2024 Outlook(2 )

In Q3 2024, we expect adjusted revenue between $1.15 billion to $1.3 billion.

(2) Please see the section of this document titled "Non-GAAP Financial Measures" for more information.

Direct to Consumer

In the Direct to Consumer segment, clients have the ability to interact with the Rocket Mortgage app 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 CONSUMER
     3
    ($ in millions)




                                                     Q2-24              Q2-23    YTD 24           YTD 23


                                                  
            (Unaudited)         
          (Unaudited)



              Sold loan volume                    $13,032             $12,446    $22,081           $21,257


               Sold loan gain on sale
                margin                              4.14 %             3.67 %    4.19 %           3.69 %


               Total revenue, net                     $981              $1,023     $2,075            $1,521



              Adjusted revenue                       $909                $789     $1,782            $1,502


               Contribution margin                    $375                $259       $718              $468

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 ("third party origination"). 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
     3
    ($ in millions)




                                                   Q2-24              Q2-23    YTD 24          YTD 23


                                               
             (Unaudited)         
         (Unaudited)



              Sold loan volume                  $11,296              $9,571    $19,064          $16,155


               Sold loan gain on sale margin      1.59 %             0.93 %    1.57 %          0.89 %



              Total revenue, net                   $188                $122       $358             $211



              Adjusted revenue                     $188                $122       $358             $211



              Contribution margin                  $126                 $56       $241              $79




     
     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. See "Summary
           Segment Results" section later in this document and the footnote on "Segments" in the "Notes to Consolidated Financial
           Statements" in the Company's forthcoming filing on Form 10-Q for more information.

Balance Sheet and Liquidity

Total available cash was $3.2 billion as of June 30, 2024, which includes $1.3 billion of cash and cash equivalents, and $1.9 billion of corporate cash used to self-fund loan originations. Additionally, we have access to $3.4 billion of undrawn lines of credit, and $2.0 billion of undrawn MSR lines of credit from financing facilities, for a total liquidity position of $8.6 billion as of June 30, 2024.



              
                BALANCE SHEET HIGHLIGHTS
    ($ in millions)




                                                             June 30, 2024 December 31, 2023


                                                        (Unaudited)



              Cash and cash equivalents                            $1,309             $1,108



              Mortgage servicing rights, at fair value             $7,163             $6,440



              Funding facilities                                   $7,022             $3,367



              Other financing facilities and debt                  $4,171             $4,237



              Total equity                                         $8,814             $8,302

Second Quarter Earnings Call

Rocket Companies will host a live conference call at 4:30 p.m. ET on August 1, 2024 to discuss its results for the quarter ended June 30, 2024. 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.


                                                       
              
       Condensed Consolidated Statements of Income (Loss)
                                                                
       ($ In Thousands, Except Per Share Amounts)




                                                                                                                           Three Months Ended June 30,                     Six Months Ended June 30,


                                                                                                                    2024                       2023             2024                  2023


                                                                                                               
             (Unaudited)                   
           (Unaudited)



              
                Revenue



              
                
                  Gain on sale of loans



              Gain on sale of loans excluding fair value of                                                    $413,011                   $279,629         $889,440              $544,632
    originated MSRs, net



              Fair value of originated MSRs                                                                     345,545                    314,840          568,342               519,400



              Gain on sale of loans, net                                                                        758,556                    594,469        1,457,782             1,064,032



              
                
                  Loan servicing income



              Servicing fee income                                                                              354,677                    343,591          700,423               709,976



              Change in fair value of MSRs                                                                    (112,941)                    42,377         (56,433)            (355,902)



              Loan servicing income, net                                                                        241,736                    385,968          643,990               354,074



              
                
                  Interest income



              Interest income                                                                                   112,415                     80,757          201,395               147,501



              Interest expense on funding facilities                                                           (81,293)                  (59,512)       (132,736)             (94,624)



              Interest income, net                                                                               31,122                     21,245           68,659                52,877



              Other income                                                                                      269,308                    234,545          514,007               431,312



              Total revenue, net                                                                              1,300,722                  1,236,227        2,684,438             1,902,295



              
                Expenses



              Salaries, commissions and team member                                                             553,420                    579,139        1,094,516             1,182,914
    benefits



              General and administrative expenses                                                               232,952                    200,425          469,617               395,815



              Marketing and advertising expenses                                                                210,937                    218,843          417,233               400,447



              Depreciation and amortization                                                                      28,009                     25,357           55,026                56,042



              Interest and amortization expense on non-                                                          38,364                     38,334           76,729                76,667
    funding debt



              Other expenses                                                                                     44,998                     35,759           80,905                68,027



              Total expenses                                                                                  1,108,680                  1,097,857        2,194,026             2,179,912



              Income (loss) before income taxes                                                                 192,042                    138,370          490,412             (277,617)



              (Provision for) benefit from income taxes                                                        (14,117)                       782         (21,773)                5,286



              Net income (loss)                                                                                 177,925                    139,152          468,639             (272,331)



              Net (income) loss attributable to non-                                                          (176,630)                 (131,714)       (451,129)              261,246
    controlling interest



              Net income (loss) attributable to Rocket                                                           $1,295                     $7,438          $17,510             $(11,085)
    Companies





              
                Earnings (loss) per share of Class A
    common stock



              Basic                                                                                               $0.01                      $0.06            $0.13               $(0.09)



              Diluted                                                                                             $0.01                      $0.05            $0.13               $(0.11)





              
                Weighted average shares outstanding



              Basic                                                                                         139,647,845                126,740,748      138,319,794           125,742,282



              Diluted                                                                                       139,647,845              1,979,450,651      138,319,794         1,977,148,197


                                         
              
             Condensed Consolidated Balance Sheets
                                                         
             ($ In Thousands)




                                                                                                            June 30, December 31,
                                                                                                                2024          2023



     
                Assets                                                                           (Unaudited)



     Cash and cash equivalents                                                                           $1,309,494    $1,108,466



     Restricted cash                                                                                         27,764        28,366



     Mortgage loans held for sale, at fair value                                                          9,486,922     6,542,232



     Interest rate lock commitments ("IRLCs"), at fair value                                                170,381       132,870



     Mortgage servicing rights ("MSRs"), at fair value                                                    7,162,690     6,439,787



     Notes receivable and due from affiliates                                                                14,325        19,530



     Property and equipment, net                                                                            233,257       250,856



     Deferred tax asset, net                                                                                528,104       550,149



     Lease right of use assets                                                                              314,683       347,696



     Forward commitments, at fair value                                                                      13,025        26,614



     Loans subject to repurchase right from Ginnie Mae                                                    1,945,022     1,533,387



     Goodwill and intangible assets, net                                                                  1,239,819     1,236,765



     Other assets                                                                                         1,203,228     1,015,022



     Total assets                                                                                       $23,648,714   $19,231,740



     
                Liabilities and equity



     Liabilities:



     Funding facilities                                                                                  $7,022,439    $3,367,383



     Other financing facilities and debt:



     Senior Notes, net                                                                                    4,036,187     4,033,448



     Early buy out facility                                                                                 134,615       203,208



     Accounts payable                                                                                       205,949       171,350



     Lease liabilities                                                                                      356,050       393,882



     Forward commitments, at fair value                                                                       8,508       142,988



     Investor reserves                                                                                       94,362        92,389



     Notes payable and due to affiliates                                                                     31,743        31,006



     Tax receivable agreement liability                                                                     584,695       584,695



     Loans subject to repurchase right from Ginnie Mae                                                    1,945,022     1,533,387



     Other liabilities                                                                                      415,223       376,294



     Total liabilities                                                                                  $14,834,793   $10,930,030



     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                                                                             357,610       340,532



     Retained earnings                                                                                      300,958       284,296



     Accumulated other comprehensive income                                                                      85            52



     Non-controlling interest                                                                             8,155,248     7,676,810



     Total equity                                                                                         8,813,921     8,301,710



     Total liabilities and equity                                                                       $23,648,714   $19,231,740


                                                          
     
     Summary Segment Results for the Three and Six Months Ended June 30, 2024 and 2023
                                                                                   ($ in millions)
                                                                                     (Unaudited)





           
                Three Months Ended June 30, 2024                                 Direct to                               Partner       Segments Total   All Other    Total

                                                                                           Consumer                                Network



           Total U.S. GAAP Revenue, net                                                       $981                                    $188               $1,169         $132    $1,301



           Change in fair value of MSRs due to valuation                                      (73)                                                       (73)                 (73)
      assumptions, net of hedges



           Adjusted revenue                                                                   $909                                    $188               $1,097         $132    $1,228



           Less: Directly attributable expenses                                                534                                      62                  596           89       684



           Contribution margin (1)                                                            $375                                    $126                 $501          $43      $544




           
                Three Months Ended June 30, 2023          Direct to Partner Network  Segments Total   All Other    Total
                                                          Consumer



           Total U.S. GAAP Revenue, net                              $1,023             $122           $1,146          $90    $1,236



           Change in fair value of MSRs due to valuation              (235)                           (235)                (235)
      assumptions, net of hedges



           Adjusted revenue                                            $789             $122             $911          $90    $1,002



           Less: Directly attributable expenses                         529               66              596           70       665



           Contribution margin (1)                                     $259              $56             $316          $21      $336




          
                Six Months Ended June 30, 2024            Direct to Partner Network  Segments Total   All Other    Total
                                                         Consumer



          Total U.S. GAAP Revenue, net                              $2,075             $358           $2,433         $251    $2,684



          Change in fair value of MSRs due to valuation              (293)                           (293)                (293)
      assumptions, net of hedges



          Adjusted Revenue                                          $1,782             $358           $2,140         $251    $2,391



          Less: Directly attributable expenses                       1,064              117            1,181          178     1,359



          Contribution margin (1)                                     $718             $241             $959          $73    $1,032




           
                Six Months Ended June 30, 2023            Direct to Partner Network  Segments Total   All Other    Total
                                                          Consumer



           Total U.S. GAAP Revenue, net                              $1,521             $211           $1,732         $170    $1,902



           Change in fair value of MSRs due to valuation               (18)                            (18)                 (18)
      assumptions, net of hedges



           Adjusted Revenue                                          $1,502             $211           $1,713         $170    $1,884



           Less: Directly attributable expenses                       1,035              132            1,167          146     1,313



           Contribution margin (1)                                     $468              $79             $547          $24      $571




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


                                                                      
           
        GAAP to Non-GAAP Reconciliations




                                                                       
           
        Adjusted Revenue Reconciliation
                                                                                 
        ($ in millions)




                                                                                                                                     Three Months Ended June 30,                       Six Months Ended June 30,


                                                                                                                        2024                  2023                  2024           2023


                                                                                                                    
            (Unaudited)                 
              (Unaudited)



              
                Total revenue, net                                                                        $1,301                $1,236                $2,684         $1,902



              Change in fair value of MSRs due to valuation assumptions, net                                           (73)                (235)                (293)          (18)
    of hedges (1)



              
                Adjusted revenue                                                                          $1,228                $1,002                $2,391         $1,884




     (1) Reflects changes in market interest rates and assumptions, including discount rates and prepayment speeds, and the
            effects of contractual prepayment protection associated with sales or purchases of MSRs.


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




                                                                                                                                        Three Months Ended June 30,               Six Months Ended June 30,


                                                                                                                             2024                 2023                 2024         2023


                                                                                                                           
          (Unaudited)               
            (Unaudited)



              
                Net income (loss) attributable to Rocket Companies                                                 $1                   $7                  $18        $(11)



              Net income (loss) impact from pro forma conversion of                                                          177                  132                  452        (260)
    Class D common shares to Class A common shares (1)



              Adjustment to the (provision for) benefit from income tax                                                     (33)                (35)                (98)          62
    (2)



              
                Tax-effected net income (loss) (2)                                                                145                  105                  371        (209)



              Share-based compensation expense                                                                                39                   51                   70          103



              Change in fair value of MSRs due to                                                                           (73)               (235)               (293)        (18)
    valuation assumptions, net of hedges (3)



              Tax impact of adjustments (4)                                                                                    8                   45                   54         (20)



              Other tax adjustments (5)                                                                                        1                    1                    2            2



              
                Adjusted net income (loss)                                                                       $121                $(33)                $205       $(144)




     (1) Reflects net income (loss) to Class A common stock from pro forma exchange and conversion of corresponding shares of
            our Class D common shares held by non-controlling interest holders as of June 30, 2024 and 2023.





     (2) Rocket Companies is subject to U.S. Federal income taxes, in addition to state, local and Canadian taxes with respect
            to its allocable share of any net taxable income (loss) of Holdings. The adjustment to the (provision for) benefit
            from income tax reflects the difference between (a) the income tax computed using the effective tax rates below
            applied to the income (loss) before income taxes assuming Rocket Companies, Inc. owns 100% of the non-voting common
            interest units of Holdings and (b) the provision for (benefit from) income taxes. The effective income tax rate was
            24.40% for the three and six months ended June 30, 2024 and 24.29% for the three and six months ended June 30, 2023,
            respectively.





     (3) Reflects changes in market interest rates and assumptions, including discount rates and prepayment speeds, and the
            effects of contractual prepayment protection associated with sales or purchases of MSRs.





     (4) Tax impact of adjustments gives effect to the income tax related to share-based compensation expense, and the change
            in fair value of MSRs due to valuation assumptions, at the effective tax rates for each quarter.





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


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




                                                                                                                                          Three Months Ended June 30,                             Six Months Ended June 30,


                                                                                                                            2024                   2023                   2024                2023


                                                                                                                       
              (Unaudited)                 
              (Unaudited)



              Diluted weighted average Class A Common shares                                                        139,647,845          1,979,450,651            138,319,794       1,977,148,197
    outstanding



              Assumed pro forma conversion of Class D shares (1)                                                  1,848,879,483                                1,848,879,483



              Adjusted diluted weighted average shares                                                            1,988,527,328          1,979,450,651          1,987,199,277       1,977,148,197
    outstanding





              Adjusted net income (loss)                                                                                   $121                  $(33)                  $205              $(144)



              Adjusted diluted earnings (loss) per share                                                                  $0.06                $(0.02)                 $0.10             $(0.07)




     (1) Reflects the pro forma exchange and conversion of anti-dilutive Class D common stock to Class A common stock for the
            three and six months ended June 30, 2024. For the three and six months ended June 30, 2023, Class D common shares were
            dilutive and are included in the Diluted weighted average Class A common shares outstanding in the table above.


                                                                    
     
       Adjusted EBITDA Reconciliation
                                                                        
       ($ in millions)




                                                                                                                       Three Months Ended June 30,                     Six Months Ended June 30,


                                                                                                           2024                  2023                 2024           2023


                                                                                                         
          (Unaudited)                  
            (Unaudited)



              
                Net  income (loss)                                                             $178                  $139                 $469         $(272)



              Interest and amortization expense on non-funding debt                                         38                    38                   77             77



              Provision for (benefit from) income taxes                                                     14                   (1)                  22            (5)



              Depreciation and amortization                                                                 28                    25                   55             56



              Share-based compensation expense                                                              39                    51                   70            103



              Change in fair value of MSRs due to valuation                                               (73)                (235)               (293)          (18)
    assumptions, net of hedges (1)



              
                Adjusted EBITDA                                                                $225                   $18                 $399          $(61)




     (1) Reflects changes in market interest rates and assumptions, including discount rates and prepayment speeds, and the
            effects of contractual prepayment protection associated with sales or purchases of MSRs.

Non-GAAP Financial Measures

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

We define "Adjusted revenue" as total revenues net of the change in fair value of mortgage servicing rights ("MSRs") due to valuation assumptions, net of hedges. We define "Adjusted net income (loss)" as tax-effected net income (loss) before share-based compensation expense, the change in fair value of MSRs due to valuation assumptions, net of hedges and the tax effects of those adjustments as applicable. We define "Adjusted diluted earnings (loss) per share" as Adjusted net income (loss) divided by the adjusted diluted weighted average shares outstanding which includes diluted weighted average Class A common stock and the assumed pro forma exchange and conversion of Class D common stock outstanding for the applicable period presented. We define "Adjusted EBITDA" as net income (loss) before interest and amortization expense on non-funding debt, income tax, depreciation and amortization, share-based compensation expense, and change in fair value of MSRs due to valuation assumptions, net of hedges.

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 allow us to add back certain cash and non-cash charges, and deduct certain gains that are included in calculating Total revenue, net, Net income (loss) attributable to Rocket Companies or Net income (loss). 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.

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.

For financial outlook information, the Company is not providing a quantitative reconciliation of adjusted revenue to the most directly comparable GAAP measure because the GAAP measure cannot be reliably estimated and the reconciliation cannot be performed without unreasonable effort due to their dependence on future uncertainties and adjusting items that the Company cannot reasonably predict at this time but which may be material.

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 ("SEC"). 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 (NYSE: RKT) is a Detroit-based fintech platform company consisting of personal finance and consumer technology brands including Rocket Mortgage, Rocket Homes, Amrock Title and Settlement Services, Rocket Money and Rocket Loans.

With more than 65 million call logs each year, 10 petabytes of data and a mission to Help Everyone Home, Rocket Companies is well positioned to be the destination for AI-fueled homeownership. Known for providing exceptional client experiences, J.D. Power has ranked Rocket Mortgage #1 in client satisfaction for primary mortgage origination and mortgage servicing a total of 22 times - the most of any mortgage lender.

For more information, please visit our Corporate Website or Investor Relations Website.

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SOURCE Rocket Companies, Inc.