Restatement of Previously Issued Consolidated Financial Statements

The restatement of the Company's audited consolidated financial statements results from an error in the calculation of the valuation allowance on the net deferred tax assets balance. In determining the amount of the valuation allowance in the Original Filing, an error was made that resulted in the double-counting of expected future taxable income associated with the projected reversals of taxable temporary differences (i.e., deferred tax liabilities). Accordingly, the Company has revised its calculation to reflect the removal of the duplicative amounts, and reevaluated all sources of estimated future taxable income used to assess the recoverability of deferred tax assets under GAAP after taking into account both positive and negative evidence through the issuance date of the restated financial statements to consider the effect of the error.

The determination of the need for a valuation allowance in deferred tax assets under GAAP is highly judgmental and requires the subjective weighting of both positive and negative evidence relating to expectations about the recoverability of those assets. Management has reevaluated both positive and negative evidence through the issuance date of the restated financial statements regarding the use of all sources of future taxable income on the recoverability of its deferred tax assets after correcting for the duplication error. While judgments and estimates made at the time of the Original Filing, using then-available facts and circumstances, are considered to be reasonable and appropriate, the revised analysis has resulted in management's conclusion as of the restatement issuance date that only reversals of deferred tax liabilities and/or net operating loss carrybacks when available should be used as a source of income to recover its deferred tax assets.

Based on the revised calculation and analysis, the Company concluded that the valuation allowance on the deferred tax assets should be increased by $304.7 million, which reduces the net deferred tax assets that are expected to be realized in the future. The impact of the adjustment was to reduce the overall net deferred tax assets balance by increasing the valuation allowance, and reducing the tax benefit recorded in the Company's previously issued consolidated statement of comprehensive loss.

The consolidated financial statements included in this Amended Filing have been restated as of and for the year ended December 31, 2016 to reflect the adjustment described above. The following statements present the effect of the restatement on (i) the consolidated balance sheet as of December 31, 2016, (ii) the consolidated statements of comprehensive loss; stockholders’ equity and cash flows for the year then ended, and (iii) the notes related thereto. The impact to stockholders' equity is reflected below in the restated consolidated balance sheet and statement of comprehensive loss. There was no impact on 2015 or prior financial statements.

The following table presents the consolidated balance sheet as previously reported, restatement adjustments, and the consolidated balance sheet as restated as of December 31, 2016 (in thousands):



	December 31, 2016
	As Previously Reported			Restatement Adjustments			As Restated
ASSETS
Cash and cash equivalents	$	224,598		$	—		$	224,598
Restricted cash and cash equivalents	204,463			—			204,463
Residential loans at amortized cost, net	665,209			—			665,209
Residential loans at fair value	12,416,542			—			12,416,542
Receivables, net	267,962			—			267,962
Servicer and protective advances, net	1,195,380			—			1,195,380
Servicing rights, net	1,029,719			—			1,029,719
Goodwill	47,747			—			47,747
Intangible assets, net	11,347			—			11,347
Premises and equipment, net	82,628			—			82,628
Deferred tax assets, net	299,926			(299,926		)	—
Assets held for sale	71,085			—			71,085
Other assets	242,290			—			242,290
Total assets	$	16,758,896		$	(299,926	)	$	16,458,970

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Payables and accrued liabilities	$	759,011		$	—		$	759,011
Servicer payables	146,332			—			146,332
Servicing advance liabilities	783,229			—			783,229
Warehouse borrowings	1,203,355			—			1,203,355
Servicing rights related liabilities at fair value	1,902			—			1,902
Corporate debt	2,129,000			—			2,129,000
Mortgage-backed debt	943,956			—			943,956
HMBS related obligations at fair value	10,509,449			—			10,509,449
Deferred tax liabilities, net	—			4,774			4,774
Liabilities held for sale	2,402			—			2,402
Total liabilities	16,478,636			4,774			16,483,410

Stockholders' equity (deficit):
Preferred stock	—			—			—
Common stock	364			—			364
Additional paid-in capital	596,067			—			596,067
Accumulated deficit	(317,104		)	(304,700		)	(621,804		)
Accumulated other comprehensive income	933			—			933
Total stockholders' equity (deficit)	280,260			(304,700		)	(24,440		)
Total liabilities and stockholders' equity (deficit)	$	16,758,896		$	(299,926	)	$	16,458,970

The following table presents the consolidated statement of comprehensive loss as previously reported, restatement adjustments, and the consolidated statement of comprehensive loss as restated for the year ended December 31, 2016 (in thousands, except share and per share data):



	For the Year Ended December 31, 2016
	As Previously Reported			Restatement Adjustments			As Restated
REVENUES
Net servicing revenue and fees	$	340,991		$	—		$	340,991
Net gains on sales of loans	409,448			—			409,448
Net fair value gains on reverse loans and related HMBS obligations	59,022			—			59,022
Interest income on loans	45,700			—			45,700
Insurance revenue	41,968			—			41,968
Other revenues	98,588			—			98,588
Total revenues	995,717			—			995,717

EXPENSES
General and administrative	619,772			—			619,772
Salaries and benefits	520,357			—			520,357
Goodwill and intangible assets impairment	326,286			—			326,286
Interest expense	255,781			—			255,781
Depreciation and amortization	59,426			—			59,426
Other expenses, net	10,530			—			10,530
Total expenses	1,792,152			—			1,792,152

OTHER GAINS
Net gains on extinguishment	14,662			—			14,662
Other net fair value losses	(4,234		)	—			(4,234		)
Other	(3,811		)	—			(3,811		)
Total other gains	6,617			—			6,617

Loss before income taxes	(789,818		)	—			(789,818		)
Income tax expense (benefit)	(260,660		)	304,700			44,040
Net loss	$	(529,158	)	$	(304,700	)	$	(833,858	)

OTHER COMPREHENSIVE LOSS BEFORE TAXES
Change in postretirement benefits liability	$	100		$	—		$	100
Amortization of realized losses on closed hedges	—			—			—
Unrealized gain on available-for-sale security in other assets	75			—			75
Other comprehensive income before taxes	175			—			175
Income tax expense for other comprehensive income items	55			—			55
Other comprehensive income	120			—			120
Total comprehensive loss	$	(529,038	)	$	(304,700	)	$	(833,738	)

Basic and diluted loss per common and common equivalent share	$	(14.71	)	$	(8.47	)	$	(23.18	)
Weighted-average common and common equivalent shares outstanding — basic and diluted	35,973			—			35,973

The following table presents the consolidated statement of cash flows as previously reported, restatement adjustments, and the consolidated statement of cash flows as restated for the year ended December 31, 2016 (in thousands):



	For the Year Ended December 31, 2016
	As Previously Reported			Restatement Adjustments			As Restated
Operating activities
Net loss	$	(529,158	)	$	(304,700	)	$	(833,858	)

Adjustments to reconcile net loss to net cash provided by operating activities
Net fair value gains on reverse loans and related HMBS obligations	(59,022		)	—			(59,022		)
Amortization of servicing rights	21,801			—			21,801
Change in fair value of servicing rights	480,476			—			480,476
Change in fair value of servicing rights related liabilities	(13,518		)	—			(13,518		)
Change in fair value of charged-off loans	(20,716		)	—			(20,716		)
Other net fair value losses	11,087			—			11,087
Accretion of discounts on residential loans and advances	(3,652		)	—			(3,652		)
Accretion of discounts on debt and amortization of deferred debt issuance costs	33,413			—			33,413
Provision for uncollectible advances	64,729			—			64,729
Depreciation and amortization of premises and equipment and intangible assets	59,426			—			59,426
Provision (benefit) for deferred income taxes	(193,326		)	304,700			111,374
Share-based compensation	6,568			—			6,568
Purchases and originations of residential loans held for sale	(21,054,053		)	—			(21,054,053		)
Proceeds from sales of and payments on residential loans held for sale	21,410,118			—			21,410,118
Net gains on sales of loans	(409,448		)	—			(409,448		)
Goodwill and intangible assets impairment	326,286			—			326,286
Other	4,999			—			4,999

Changes in assets and liabilities
Increase in receivables	(81,695		)	—			(81,695		)
Decrease in servicer and protective advances	380,298			—			380,298
Decrease in other assets	16,434			—			16,434
Decrease in payables and accrued liabilities	(24,429		)	—			(24,429		)
Increase in servicer payables, net of change in restricted cash	25,332			—			25,332
Cash flows provided by operating activities	451,950			—			451,950

Investing activities
Purchases and originations of reverse loans held for investment	(896,879		)	—			(896,879		)
Principal payments received on reverse loans held for investment	1,122,267			—			1,122,267
Principal payments received on mortgage loans held for investment	92,619			—			92,619
Payments received on charged-off loans held for investment	23,060			—			23,060
Payments received on receivables related to Non-Residual Trusts	8,110			—			8,110
Proceeds from sales of real estate owned, net	111,091			—			111,091
Purchases of premises and equipment	(32,866		)	—			(32,866		)
Decrease in restricted cash and cash equivalents	8,946			—			8,946
Payments for acquisitions of businesses, net of cash acquired	(3,066		)	—			(3,066		)
Acquisitions of servicing rights, net	(9,794		)	—			(9,794		)
Proceeds from sales of servicing rights, net	280,970			—			280,970
Other	(4,649		)	—			(4,649		)
Cash flows provided by investing activities	699,809			—			699,809



	For the Year Ended December 31, 2016
	As Previously Reported			Restatement Adjustments		As Restated
Financing activities
Payments on corporate debt	(480		)	—		(480		)
Extinguishments and settlement of debt	(31,037		)	—		(31,037		)
Proceeds from securitizations of reverse loans	960,157			—		960,157
Payments on HMBS related obligations	(1,371,375		)	—		(1,371,375		)
Issuances of servicing advance liabilities	2,179,488			—		2,179,488
Payments on servicing advance liabilities	(2,625,476		)	—		(2,625,476		)
Net change in warehouse borrowings related to mortgage loans	(151,172		)	—		(151,172		)
Net change in warehouse borrowings related to reverse loans	14,139			—		14,139
Proceeds from sales of excess servicing spreads and servicing rights	34,307			—		34,307
Payments on servicing rights related liabilities	(22,092		)	—		(22,092		)
Payments on mortgage-backed debt	(107,598		)	—		(107,598		)
Other debt issuance costs paid	(11,039		)	—		(11,039		)
Other	2,189			—		2,189
Cash flows used in financing activities	(1,129,989		)	—		(1,129,989		)

Net increase in cash and cash equivalents	21,770			—		21,770
Cash and cash equivalents at the beginning of the year	202,828			—		202,828
Cash and cash equivalents at the end of the year	$	224,598		$	—	$	224,598