LOANDEPOT, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

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" in our 2021 Form 10-K.
Capitalized terms used but not otherwise defined herein have the meanings set
forth in the our Form 10-K.

Overview

loanDepot is a customer-centric and technology-enabled residential mortgage
platform. We launched our business in 2010 to provide mortgage loan solutions to
consumers who were dissatisfied with the services offered by banks and other
traditional market participants. Since our inception, we have significantly
expanded our origination platform both in terms of size and capabilities. Our
primary sources of revenue are derived from the origination of conventional and
government mortgage loans, servicing conventional and government mortgage loans,
and providing a growing suite of ancillary services.

The Company’s common shares began trading on New York Stock Exchange on
February 11, 2021 under the symbol “LDI”. The initial public offering consisted of 3,850,000 Class A common shares, $0.001 nominal value per share, at an offer price of $14.00 per share, pursuant to a registration statement on Form S-1.

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

Key Factors Affecting 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 less affected by interest rate fluctuations and more sensitive to
broader economic factors as well as the overall strength of the economy and
housing prices. 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 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.

Interest rate fluctuations

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, the majority of our assets are
subject to interest rate risk, including LHFS, which consist of mortgage loans
held on our consolidated balance sheets for a short period of time after
origination until we are able to sell them, IRLCs, servicing rights and
mandatory trades, forward sales contracts, interest rate


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swap futures and put options that we enter into to manage interest rate risk
created by IRLCs and uncommitted LHFS. 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, 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 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.

When interest rates rise, rate and term refinancings become less attractive to
consumers after a historically long period of low interest rates. However,
rising interest rates are also indicative of overall economic growth and
inflation that should create more opportunities with respect to cash-out
refinancings. In addition, inflation which may result from increases in asset
prices and stronger economic growth (leading to higher consumer confidence)
typically should generate more purchase-focused transactions requiring loans and
greater opportunities for home equity loans.

Current market conditions:

According to the MBA's Mortgage Finance Forecast published April 13, 2022, there
was approximately $12.7 trillion of residential mortgage debt outstanding in the
United States at March 31, 2022 which is forecasted to increase to $13.5
trillion by March 31, 2023. During the year ended December 31, 2021, annual
one-to-four family residential mortgage origination volumes were $4.0 trillion,
of this $2.3 trillion was comprised of refinance volume. Annual one-to-four
family residential mortgage origination volumes are expected to decrease by 39%
to $2.4 trillion by December 31, 2023. The primary driver of this decrease is
refinance volume, which is expected to decrease by $1.7 trillion, partially
offset by a $127.0 billion expected increase in purchase volume.

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 underlying growth rate 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 growth in
originations.

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. Gain on the origination and sale of loans, net was adjusted to
exclude the change in fair value of forward sale contracts, including pair-offs,
hedging MSRs, which are now included in the change in fair value of servicing
rights, net on the consolidated statements of operations. We determined that
this change would more appropriately reflect the hedged item and better align
with industry practices. Gain on origination and sale of loans, net and change
in fair value of servicing rights, net, in the current and prior periods along
with the related disclosures have been adjusted to reflect this
reclassification.

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


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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.

                                                                              Three Months Ended
                                                                                   March 31,
(Dollars in thousands)                                                    2022                  2021
Financial statement data
Total revenue                                                        $    503,311          $  1,316,008
Total expenses                                                            606,256               869,878
Net (loss) income                                                         (91,318)              427,853

(Loss) earnings per share of Class A and Class D common stock:
Basic                                                                $      (0.25)         $       0.36
Diluted                                                              $      (0.25)         $       0.36

Non-GAAP financial measures(1)
Adjusted total revenue                                               $    504,606          $  1,241,441
Adjusted net (loss) income                                                (81,732)              319,527
Adjusted (LBITDA) EBITDA                                                  (74,403)              458,098
Adjusted diluted (loss) earnings per share                           $      (0.26)         $       0.99

Loan origination and sales
Loan originations by channel:
Retail                                                               $ 16,479,390          $ 33,427,789
Partner                                                                 5,071,341             8,051,362
Total                                                                $ 21,550,731          $ 41,479,151

Loan originations by purpose:
Purchase                                                             $  8,030,766          $  7,916,512
Refinance                                                              13,519,965            33,562,639
Total                                                                $ 21,550,731          $ 41,479,151
Loan originations (units)                                                  64,951               111,400

Licensed loan officers:
Retail                                                                      2,960                 2,568
Partner                                                                       301                   239
Total                                                                       3,261                 2,807

Loans sold:
Servicing retained                                                   $ 17,122,716          $ 37,435,791
Servicing released                                                      5,745,322             2,492,886
Total                                                                $ 22,868,038          $ 39,928,677
Loans sold (units)                                                         68,149               108,687




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                                                                               Three Months Ended
                                                                                    March 31,
(Dollars in thousands)                                                     2022                   2021
Gain on sale margin                                                           1.96  %                2.98  %
Gain on sale margin - retail                                                  2.24                   3.25
Gain on sale margin - partner                                                 1.07                   1.85

Pull through weighted gain on sale margin                                     2.13                   3.69

IRLCs                                                                $  29,991,452          $  45,762,661
IRLCs (units)                                                               91,020                131,551

Pull through weighted lock volume                                    $  

19,800,045 $33,462,355

Servicing metrics
Total servicing portfolio (unpaid principal balance)                 $ 153,385,817          $ 129,709,892
Total servicing portfolio (units)                                          496,868                414,540
60+ days delinquent ($)                                              $   1,444,779          $   2,125,573
60+ days delinquent (%)                                                       0.94  %                1.64  %
Servicing rights at fair value, net(2)                               $   2,078,187          $   1,766,088
Weighted average servicing fee (3)                                            0.29  %                0.30  %
Multiple(3) (4)                                                                4.9                    4.7


(1)Refer to the section titled "Non-GAAP Financial Measures" for a discussion
and reconciliation of our Non-GAAP financial measures.
(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.
(3)Agency only.
(4)Amounts represent the fair value of servicing rights, net, divided by the
weighted average annualized servicing fee.


Operating results


The following table sets forth our consolidated financial statement data for the
three months ended March 31, 2022 compared to the three months ended March 31,
2021.


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                                                       Three Months Ended
                                                           March 31,                              Change      Change
(Dollars in thousands)                             2022                 2021                        $           %
                                                             (Unaudited)

REVENUES:

Net interest income                            $   13,076          $     1,233                                                 $  11,843              960.5  %
Gain on origination and sale of loans,
net                                               363,131            1,133,575                                                  (770,444)             (68.0)
Origination income, net                            59,073              101,599                                                   (42,526)             (41.9)
Servicing fee income                              111,059               82,568                                                    28,491               34.5
Change in fair value of servicing
rights, net                                       (68,383)             (43,635)                                                  (24,748)             (56.7)
Other income                                       25,355               40,668                                                   (15,313)             (37.7)
Total net revenues                                503,311            1,316,008                                                  (812,697)             (61.8)

EXPENSES:
Personnel expense                                 345,993              603,735                                                  (257,742)             (42.7)
Marketing and advertising expense                 101,513              109,626                                                    (8,113)              (7.4)
Direct origination expense                         53,157               46,976                                                     6,181               13.2
General and administrative expense                 49,748               51,317                                                    (1,569)              (3.1)
Occupancy expense                                   9,396                9,988                                                      (592)              (5.9)
Depreciation and amortization                      10,545                8,454                                                     2,091               24.7
Servicing expense                                  21,511               26,611                                                    (5,100)             (19.2)
Other interest expense                             14,393               13,171                                                     1,222                9.3
Total expenses                                    606,256              869,878                                                  (263,622)             (30.3)

(Loss) income before income taxes                (102,945)             446,130                                                  (549,075)            (123.1)

Income tax (benefit) expense                      (11,627)              18,277                                                   (29,904)            (163.6)

Net (loss) income                                 (91,318)             427,853                                                  (519,171)            (121.3)

Net (loss) income attributable to
noncontrolling interests                          (56,577)             382,978                                                  (439,555)          

(114.8)

Net (loss) income attributable to
loanDepot, Inc.                                $  (34,741)         $    44,875                                                 $ (79,616)            (177.4)


The results for the three months ended March 31, 2022 reflected a sharp increase
in mortgage rates which resulted in a decrease to our profit margins. The
decrease of $519.2 million, or 121.3% in net income is primarily from a $770.4
million decrease in gain on origination and sale of loans, net, partially offset
by a $263.6 million decrease in total expenses. The increased interest rate
environment during the first quarter of 2022 resulted in a decrease in margins
and volume of mortgage loan originations and IRLCs from the comparable 2021
period.

Revenue

Net Interest Income. Net interest income is earned on LHFS offset by interest
expense on amounts borrowed under warehouse lines to finance such loans until
sold. The increase in net interest income reflected lower utilization of higher
costing warehouse lines and higher yield on LHFS, partially offset by a $1.3
billion decrease in average LHFS.


Gain on origination and sale of loans, net. Gain on origination and sale of loans, net, included the following:

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                                                          Three Months Ended
                                                              March 31,                       Change                Change
(Dollars in thousands)                                2022                 2021                  $                     %
(Discount) premium from loan sales                $ (236,096)         $   470,572          $ (706,668)                 (150.2) %
Servicing rights                                     269,760              529,544            (259,784)                  (49.1)
Fair value losses on IRLC and LHFS                  (393,759)            (579,111)            185,352                    32.0
Fair value gains from Hedging Instruments            676,405              828,225            (151,820)                  (18.3)

Discount points, rebates and lender paid
costs                                                 60,067             (114,855)            174,922                   152.3

Provision for loan loss obligation for
loans sold                                           (13,246)                (800)            (12,446)               (1,555.8)
Total gain on origination and sale of
loans, net                                        $  363,131          $ 1,133,575          $ (770,444)                  (68.0)


•   (Discount) premium from loan sales represent the net premium or discount we
receive or pay in excess of the loan principal amount and certain fees charged
by investors upon sale of the loans. The decrease in premiums from loan sales
was a result of lower volume and margins due to increasing interest rates during
the three months ended March 31, 2022 compared to decreasing rates during the
three months ended March 31, 2021.

•  Servicing rights represent the fair value of servicing rights from loans sold
on a servicing-retained basis. The 49.1% decrease in servicing rights was driven
by the 54.3% decrease in volume of loans sold on a servicing-retained basis.

•Fair value losses on IRLC and LHFS decreased $185.4 million or 32.0%. The
decrease in loss was primarily due to the decrease in volume, partially offset
by increasing interest rates during the three months ended March 31, 2022
compared to decreasing rates during the three months ended March 31, 2021.

•   Fair value gains on Hedging Instruments represent the net unrealized gains
or losses on mandatory trades, forward sales contracts, interest rate swap
futures, and put options hedging IRLCs and LHFS as well as realized gains or
losses from pair-off settlements. The decrease of $151.8 million reflects lower
volumes and changes in interest rates during the period.

•Discount points, rebates, and lender paid costs represent discount points
collected, rebates paid to borrowers, and lender paid costs for the origination
of loans (including broker fee compensation paid to independent wholesale
brokers and brokerage fees paid to our joint ventures for referred loans). The
increase of $174.9 million or 152.3% was driven by an increase in discount
points collected and a decrease in lender paid costs.

•Provision for loan loss obligation related to loans sold represents the
provision to establish our estimated liability for loan losses that we may
experience as a result of a breach of representation or warranty provided to the
purchasers or insurers of loans that we have sold. The increase of $12.4 million
reflects an $8.0 million reversal during the first quarter of 2021 due to a
decrease in estimated losses on repurchase requests and decreased severity of
losses on repurchased loans.

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 $42.5 million or 41.9% decrease in origination income was
the result of a 48.0% decrease in loan origination volumes.

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 $28.5 million or 34.5% in servicing income
was the result of an increase of $45.7 billion in the average UPB of our
servicing portfolio due to an increase in servicing-retained loan sales.

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) fallout and decay, which includes principal amortization
and prepayments; and (iii) realized gains or losses on the sales of servicing
rights. Change in fair value of servicing rights, net was a loss of $68.4
million for the three months ended March 31, 2022, as compared to $43.6 million
for the three months ended March 31, 2021;


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the increase in loss reflects $75.9 million in fair value gains, net of hedging
losses, partially offset by a $41.0 million decrease in fallout and decay due to
the increasing rate environment for the three months ended March 31, 2022.

Other Income. Other income includes our pro rata share of the net earnings from
joint ventures and fee income from title, escrow and settlement services for
mortgage loan transactions performed by LDSS, and fair value changes in our
trading securities. The decrease of $15.3 million or 37.7% was primarily the
result of a decrease of $8.7 million in escrow and title fee income due to
decreased mortgage loan settlement services and fair value losses of $6.8
million on our trading securities due to the increasing rate environment.

Expenses

Personnel Expense. Personnel expense reflects employee compensation related to
salaries, commissions, incentive compensation, benefits, and other employee
costs. The $257.7 million or 42.7% decrease was the result of a decrease of
$146.6 million in commissions due to the decreases in loan origination volumes
and decreases in salaries and benefits expense of $111.1 million. As of
March 31, 2022, we had 10,054 employees compared to 11,037 employees as of
March 31, 2021, representing a decrease of 8.9%.

Marketing and Advertising Expense. Marketing and advertising expense primarily
reflects online advertising costs, including fees paid to search engines,
television, print and radio, distribution partners, master service agreements
with brokers, and desk rental agreements with realtors. The $8.1 million or 7.4%
decrease in marketing expense was driven by a reduction in national television
campaigns, partially offset by an increase in acquired leads.

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 $6.2 million or 13.2% increase
included $3.8 million of operational write-offs and $2.0 million of investor due
diligence fees.

Servicing Expense. Servicing expense reflects in-house servicing costs as well
as amounts that we pay to our sub-servicers to service our mortgage loan
servicing portfolio. The $5.1 million or 19.2% decrease in subservicing expense
reflects our shift to in-house servicing.

Other Interest Expense. The $1.2 million or 9.3% increase in other interest
expense between periods was the result of a $985.0 million increase in average
outstanding debt obligations primarily resulting from a $225.6 million increase
in secured credit facilities, and issuance of the 2028 Senior Notes in March
2021 with an initial balance of $600.0 million. The increase in interest expense
during the three months ended March 31, 2022 was partially offset by a $10.5
million gain on extinguishment of debt from the repurchase of $97.5 million of
the 2028 Senior Notes at an average purchase price of 87.9%.

Income Tax Expense (Benefit). Benefit for income taxes was $11.6 million for the
three months ended March 31, 2022, as compared to expense of $18.3 million for
the three months ended March 31, 2021. The decrease represents the Company's
share of net taxable loss of LD Holdings for three months ended March 31, 2022
compared to net taxable income of LD Holdings for the three months ended
March 31, 2021.


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