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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K


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

Date of Report (Date of earliest event reported): July 1, 2023

FINANCE OF AMERICA COMPANIES INC.
(Exact name of registrant as specified in its charter)
Delaware
001-40308
85-3474065
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
5830 Granite Parkway, Suite 400
Plano, Texas 75024
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (877) 202-2666
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareFOANew York Stock Exchange
Warrants to purchase shares of Class A Common StockFOA.WSNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Introductory Note

This Current Report on Form 8-K is being filed by Finance of America Companies Inc. (the “Company”) in connection with the closing (the “Closing”) on July 1, 2023 (the “Closing Date”) of the sale by Incenter LLC, a Delaware limited liability company and an indirect subsidiary of the Company (“Incenter”), to Essent US Holdings, Inc., a Delaware corporation (the “Buyer”), of one hundred percent of (i) the issued and outstanding shares of capital stock of Agents National Title Holding Company, a Missouri corporation and, prior to the Closing, a direct subsidiary of Incenter and an indirect subsidiary of the Company (“ANTIC”), and (ii) the issued and outstanding membership interests of Boston National Holdings LLC, a Delaware limited liability company and, prior to the Closing, a direct subsidiary of Incenter and an indirect subsidiary of the Company (“BNT”), pursuant to a Securities Purchase Agreement, dated as of February 1, 2023 (the “Securities Purchase Agreement”), by and among the Buyer, Incenter and, for the limited purposes described therein, Finance of America Equity Capital LLC, a Delaware limited liability company and a subsidiary of the Company (“FOAEC”) (such sale, the “Incenter Transaction”). The direct and indirect subsidiaries of ANTIC and BNT as of the Closing Date were also included in the Incenter Transaction.

Pursuant to the Securities Purchase Agreement, in consideration for the capital stock and membership interests sold thereunder, on the Closing Date, the Buyer paid to Incenter approximately $92.6 million in cash, which is the base purchase price of $100.0 million adjusted at Closing in accordance with the provisions of the Securities Purchase Agreement. The purchase price is subject to further customary post-closing adjustments as described in the Securities Purchase Agreement.

The foregoing summary is qualified in its entirety by reference to the text of the Securities Purchase Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information in the Introductory Note above is incorporated by reference into this Item 2.01.

On the Closing Date, the Incenter Transaction was completed in accordance with the terms of the Securities Purchase Agreement.

Item 7.01. Regulation FD Disclosure.

On July 6, 2023, the Company issued a press release announcing the consummation of the Incenter Transaction. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the Company’s expectations regarding the Incenter Transaction. Forward-looking statements are not historical facts or statements of current conditions, but instead represent only management’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. These statements are subject to risks, uncertainties, assumptions and other important factors. Factors that could cause the Company’s actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to, those described under “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2023, as such factors may be amended and updated from time to time in the Company’s subsequent periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Readers are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed or implied. The Company assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.










Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The unaudited pro forma consolidated financial statements of the Company giving effect to the Closing of the Incenter Transaction, including the unaudited pro forma condensed consolidated statement of financial condition as of March 31, 2023 and the unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2023 (Successor), the year ended December 31, 2022 (Successor), the nine months ended December 31, 2021 (Successor), the three months ended March 31, 2021 (Predecessor), and the year ended December 31, 2020 (Predecessor), are attached hereto as Exhibit 99.2 and incorporated herein by reference.

The unaudited pro forma condensed consolidated financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that would have been reported had the Closing of the Incenter Transaction been completed as of the dates presented, and should not be taken as a representation of the Company’s future consolidated results of operations or financial condition. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable under the circumstances, and are presented for informational purposes only.


(d) Exhibits.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Finance of America Companies Inc.
Dated:July 6, 2023By:
/s/ Johan Gericke
Name: Johan Gericke
     
Title: Chief Financial Officer



Exhibit 99.1
imagea.jpg


Finance of America Issues Statement on the Sale of Incenter’s Title Insurance Business

Plano, Texas – July 6, 2023 – Finance of America Companies Inc. (NYSE: FOA) (“FOA” or the “Company”), a modern retirement solutions platform, issued the following statement today from FOA Chief Executive Officer Graham A. Fleming regarding the closing of the previously announced sale of the title insurance business of Incenter, an FOA subsidiary, to a wholly owned subsidiary of Essent Group Ltd. (NYSE: ESNT) (such transaction, “the Incenter Transaction”):

“The completion of this transaction marks another important step in the execution of Finance of America’s long-term growth strategy designed to help Americans achieve their retirement goals through the use of home equity.”

About Finance of America

Finance of America (NYSE: FOA) is a modern retirement solutions platform that provides customers with access to an innovative range of retirement offerings centered on the home, including reverse mortgages and home improvement loans as well as home-sharing services. In addition, FOA offers capital markets and portfolio management capabilities to optimize distribution to investors. FOA is headquartered in Plano, Texas. For more information, please visit www.financeofamerica.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the Company’s expectations regarding the Incenter Transaction. Forward-looking statements are not historical facts or statements of current conditions, but instead represent only management’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. These statements are subject to risks, uncertainties, assumptions, and other important factors. Factors that could cause the Company’s actual results to differ materially from those expressed or implied in such forward-looking statements can be found in the section entitled “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 16, 2023, as such factors may be amended and updated from time to time in the Company’s subsequent periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Readers are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed or implied. The Company assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by applicable law.

Contacts

For Finance of America Media Relations: pr@financeofamerica.com
For Finance of America Investor Relations: ir@financeofamerica.com


Finance of America Companies Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Financial Statements
(In thousands, except share data)
Exhibit 99.2
On July 1, 2023, Finance of America Companies Inc. (the “Company”), and Incenter LLC, (“Incenter”), an indirect subsidiary of the Company, completed the previously announced agreement to sell one hundred percent of (i) the issued and outstanding shares of capital stock of Agents National Title Holding Company (“ANTIC”), a direct subsidiary of Incenter and an indirect subsidiary of the Company, and (ii) the issued and outstanding membership interests of Boston National Holdings LLC (“BNT”), a direct subsidiary of Incenter and an indirect subsidiary of the Company (collectively, the “Incenter Transaction”). The Company has historically included the operations of ANTIC and BNT in its previously reported Lender Services operating segment. The Company previously disclosed its entry into the Securities Purchase Agreement, dated as of February 1, 2023, governing the Incenter Transaction, by and among Essent US Holdings, Inc., Incenter and, for the limited purposes described therein, Finance of America Equity Capital LLC, a Delaware limited liability company and a subsidiary of the Company, in a Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2023. The unaudited pro forma condensed consolidated financial information giving effect to the Incenter Transaction is filed in this Exhibit 99.2.

The Incenter Transaction constituted a significant disposition for the Company and qualifies for discontinued operations under United States (“U.S.”) generally accepted accounting principles (“GAAP”). As a result, the following unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2023 (Successor), the year ended December 31, 2022 (Successor), the nine months ended December 31, 2021 (Successor), the three months ended March 31, 2021 (Predecessor), and the year ended December 31, 2020 (Predecessor) are presented as if the Incenter Transaction was completed on January 1, 2020. The following unaudited pro forma condensed consolidated statement of financial position as of March 31, 2023 is presented as if the Incenter Transaction was completed on March 31, 2023.

The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements prepared in accordance with U.S. GAAP and are presented based on information currently available. They are intended for informational and illustrative purposes only and are not intended to represent the Company’s financial position or results of operations had the Incenter Transaction and related events occurred on the dates indicated or to project the Company’s financial performance for any future period. The unaudited pro forma condensed consolidated financial statements do not include adjustments to reflect any potential synergies or dis-synergies that may result from the Incenter Transaction. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable under the circumstances and are presented for informational purposes only.

The historical columns in the unaudited pro forma condensed consolidated financial statements reflect the Company’s historical financial statements for the periods presented and do not reflect any adjustments related to the Incenter Transaction and related events.

The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X, and should be read in conjunction with the following: (i) the accompanying notes to the unaudited pro forma condensed consolidated financial statements; (ii) the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022; and (iii) the unaudited condensed consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2023.



Finance of America Companies Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Financial Statements
(In thousands, except share data)
Exhibit 99.2
March 31, 2023
Finance of America Companies Inc. and Subsidiaries as ReportedTransaction AdjustmentsFinance of America Companies Inc. and Subsidiaries
Pro Forma
ASSETS
Cash and cash equivalents$69,313 $94,620 (a)$163,933 
Restricted cash228,302 — 228,302 
Loans held for investment, subject to Home Equity Conversion Mortgage-Backed Securities ("HMBS") related obligations, at fair value16,623,561 — 16,623,561 
Loans held for investment, subject to nonrecourse debt, at fair value8,374,827 — 8,374,827 
Loans held for investment, at fair value736,968 — 736,968 
Loans held for sale, at fair value77,494 — 77,494 
Mortgage servicing rights ("MSR"), at fair value, $988 subject to nonrecourse MSR financing liability13,713 — 13,713 
Fixed assets and leasehold improvements, net10,610 — 10,610 
Intangible assets, net287,822 — 287,822 
Other assets, net251,929 — 251,929 
Assets of discontinued operations151,450 (121,092)(b)30,358 
TOTAL ASSETS$26,825,989 $(26,472)$26,799,517 
LIABILITIES AND EQUITY
HMBS related obligations, at fair value$16,407,629 $— $16,407,629 
Nonrecourse debt, at fair value
8,032,552 — 8,032,552 
Other financing lines of credit1,113,367 — 1,113,367 
Payables and other liabilities306,717 — 306,717 
Notes payable, net (includes amounts due to related parties of $56,580)
408,990 — 408,990 
Liabilities of discontinued operations66,302 (23,659)(b)42,643 
TOTAL LIABILITIES26,335,557 (23,659)26,311,898 
Commitments and Contingencies
EQUITY
Class A Common Stock, $0.0001 par value; 6,000,000,000 shares authorized; 89,838,531 shares issued and 85,580,031 shares outstanding9 — 9 
Class B Common Stock, $0.0001 par value; 1,000,000 shares authorized; 15 shares issued and outstanding— — — 
Additional paid-in capital926,910 — 926,910 
Accumulated deficit(631,241)(2,813)(c)(634,054)
Accumulated other comprehensive loss(209)— (209)
Noncontrolling interest194,963 — 194,963 
TOTAL EQUITY490,432 (2,813)487,619 
TOTAL LIABILITIES AND EQUITY$26,825,989 $(26,472)$26,799,517 
(a)    Amount relates to the estimated cash consideration to be received for the sale of BNT and ANTIC based on March 31, 2023 tangible net worth and Statutory Accounting Principles (“SAP”) Surplus balances as defined in the Securities Purchase Agreement.
(b)    Amounts attributable to BNT and ANTIC.
(c)    Amount represents the estimated loss on the sale of the BNT and ANTIC entities.

Finance of America Companies Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
(In thousands, except share data)
Exhibit 99.2
For the three months ended March 31, 2023
Successor
Finance of America Companies Inc. and Subsidiaries as ReportedTransaction AdjustmentsFinance of America Companies Inc. and Subsidiaries
Pro Forma
REVENUES
Loss on sale and other income from loans held for sale, net$(12,426)$— $(12,426)
Net fair value gains on loans and related obligations176,394 — 176,394 
Fee income6,352 — 6,352 
Net interest expense:
Interest income2,091 — 2,091 
Interest expense(31,556)— (31,556)
Net interest expense(29,465)— (29,465)
TOTAL REVENUES140,855 — 140,855 
EXPENSES
Salaries, benefits, and related expenses40,814 — 40,814 
Occupancy, equipment rentals, and other office related expenses1,909 — 1,909 
General and administrative expenses41,054 — 41,054 
TOTAL EXPENSES83,777 — 83,777 
OTHER, NET936 — 936 
NET INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES58,014 — 58,014 
Provision for income taxes from continuing operations2,532 — 2,532 
NET INCOME FROM CONTINUING OPERATIONS55,482 — 55,482 
NET LOSS FROM DISCONTINUED OPERATIONS(40,890)4,031 (a)(36,859)
NET INCOME14,592 4,031 18,623 
Net income attributable to noncontrolling interest from continuing operations36,755 — 36,755 
Net loss attributable to noncontrolling interest from discontinued operations(25,217)2,703 (a)(22,514)
NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO CONTROLLING INTEREST18,727 — 18,727 
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO CONTROLLING INTEREST(15,673)1,328 (14,345)
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST$3,054 $1,328 $4,382 
EARNINGS PER SHARE
Basic weighted average shares outstanding64,016,845 64,016,845 
Basic net income per share from continuing operations$0.29 $0.29 
Basic net income per share$0.05 $0.07 
Diluted weighted average shares outstanding190,301,012 190,301,012 
Diluted net income per share from continuing operations$0.22 $0.22 
Diluted net income per share$0.07 $0.09 
(a)    Amounts attributable to BNT and ANTIC.

Finance of America Companies Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
(In thousands, except share data)
Exhibit 99.2
For the year ended December 31, 2022
Successor
Finance of America Companies Inc. and Subsidiaries as ReportedTransaction AdjustmentsFinance of America Companies Inc. and Subsidiaries
Pro Forma
REVENUES
Gain on sale and other income from loans held for sale, net$211,018 $— $211,018 
Net fair value gains on loans and related obligations104,194 — 104,194 
Fee income362,130 (143,718)(a)218,412 
Net interest expense:
Interest income47,636 (961)(a)46,675 
Interest expense(151,737)— (151,737)
Net interest expense(104,101)(961)(105,062)
TOTAL REVENUES573,241 (144,679)428,562 
EXPENSES
Salaries, benefits, and related expenses663,325 (57,918)(a)605,407 
Occupancy, equipment rentals, and other office related expenses28,389 (1,792)(a)26,597 
General and administrative expenses456,901 (94,639)(a)362,262 
TOTAL EXPENSES1,148,615 (154,349)994,266 
IMPAIRMENT OF INTANGIBLES AND OTHER ASSETS(192,509)— (192,509)
OTHER, NET35,831 (3,255)(a)32,576 
NET LOSS BEFORE INCOME TAXES(732,052)6,415 (725,637)
Benefit for income taxes(16,524)1,529 (a), (b)(14,995)
NET LOSS(715,528)4,886 (710,642)
Noncontrolling interest(524,846)4,673 (a)(520,173)
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST$(190,682)$213 $(190,469)
EARNINGS PER SHARE
Basic weighted average shares outstanding62,298,532 62,298,532 
Basic net loss per share$(3.06)$(3.06)
Diluted weighted average shares outstanding188,236,513 188,236,513 
Diluted net loss per share$(3.12)$(3.10)
(a)    Amounts attributable to BNT and ANTIC.
(b) The statutory federal rate is 21%. The actual rate used in the transaction adjustment varies from the statutory federal rate because of both the removal of specific tax provision directly attributable to regarded corporate subsidiaries within BNT and ANTIC of $0.5 million, as well as $2.0 million less tax benefit available at the Company, on a consolidated basis, in this period, resulting from the pro forma adjustment for the nine months ended December 31, 2021. Also, refer to the accompanying notes to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Finance of America Companies Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
(In thousands, except share data)
Exhibit 99.2
For the nine months ended December 31, 2021
Successor
Finance of America Companies Inc. and Subsidiaries as ReportedTransaction AdjustmentsFinance of America Companies Inc. and Subsidiaries
Pro Forma
REVENUES
Gain on sale and other income from loans held for sale, net$564,525 $— $564,525 
Net fair value gains on loans and related obligations341,750 — 341,750 
Fee income386,065 (194,268)(a)191,797 
Net interest expense:
Interest income43,925 (59)(a)43,866 
Interest expense(107,694)— (107,694)
Net interest expense(63,769)(59)(63,828)
TOTAL REVENUES1,228,571 (194,327)1,034,244 
EXPENSES
Salaries, benefits, and related expenses768,105 (57,943)(a)710,162 
Occupancy, equipment rentals, and other office related expenses23,389 (1,201)(a)22,188 
General and administrative expenses392,262 (100,821)(a)291,441 
TOTAL EXPENSES1,183,756 (159,965)1,023,791 
IMPAIRMENT OF GOODWILL AND INTANGIBLE ASSETS(1,380,630)— (1,380,630)
OTHER, NET14,142 (376)(a)13,766 
NET LOSS BEFORE INCOME TAXES(1,321,673)(34,738)(1,356,411)
Benefit for income taxes(20,671)(5,568)(a), (b)(26,239)
NET LOSS(1,301,002)(29,170)(1,330,172)
Noncontrolling interest(929,202)(21,223)(a)(950,425)
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST$(371,800)$(7,947)$(379,747)
EARNINGS PER SHARE
Basic weighted average shares outstanding59,849,638 59,849,638 
Basic net loss per share$(6.21)$(6.35)
Diluted weighted average shares outstanding190,597,249 190,597,249 
Diluted net loss per share$(6.52)$(6.66)
(a)    Amounts attributable to BNT and ANTIC.
(b) The statutory federal rate is 21%. The actual rate used in the transaction adjustment varies from the statutory federal rate because of both the removal of specific tax provision directly attributable to regarded corporate subsidiaries within BNT and ANTIC of $3.6 million, as well as $2.0 million additional tax benefit that would have resulted at the Company, on a consolidated basis, from the removal of flow-through earnings from disregarded subsidiaries within BNT and ANTIC. Also, refer to the accompanying notes to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Finance of America Companies Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
(In thousands)
Exhibit 99.2
For the three months ended March 31, 2021
Predecessor
Finance of America Companies Inc. and Subsidiaries as ReportedTransaction AdjustmentsFinance of America Companies Inc. and Subsidiaries
Pro Forma
REVENUES
Gain on sale and other income from loans held for sale, net$291,334 $— $291,334 
Net fair value gains on loans and related obligations76,663 — 76,663 
Fee income161,371 (58,407)(a)102,964 
Net interest expense:
Interest income12,661 (28)(a)12,633 
Interest expense(34,366)— (34,366)
Net interest expense(21,705)(28)(21,733)
TOTAL REVENUES507,663 (58,435)449,228 
EXPENSES
Salaries, benefits, and related expenses238,530 (16,534)(a)221,996 
Occupancy, equipment rentals, and other office related expenses7,597 (487)(a)7,110 
General and administrative expenses127,187 (29,957)(a)97,230 
TOTAL EXPENSES373,314 (46,978)326,336 
OTHER, NET(8,892)(934)(a)(9,826)
NET INCOME BEFORE INCOME TAXES125,457 (12,391)113,066 
Provision (benefit) for income taxes1,137 (1,176)(a), (b)(39)
NET INCOME124,320 (11,215)113,105 
Contingently redeemable noncontrolling interest4,260 — 4,260 
Noncontrolling interest201 (88)(a)113 
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST$119,859 $(11,127)$108,732 
(a)    Amounts attributable to BNT and ANTIC.
(b) As the consolidated organization in the Predecessor period operated as a flow-through entity which was not subject to U.S. federal and state income taxes, the tax effect is only the specific taxes directly attributable to regarded corporate subsidiaries within BNT and ANTIC.

Finance of America Companies Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
(In thousands)
Exhibit 99.2
For the year ended December 31, 2020
Predecessor
Finance of America Companies Inc. and Subsidiaries as ReportedTransaction AdjustmentsFinance of America Companies Inc. and Subsidiaries
Pro Forma
REVENUES
Gain on sale and other income from loans held for sale, net$1,178,995 $— $1,178,995 
Net fair value gains on loans and related obligations311,698 — 311,698 
Fee income389,869 (129,191)(a)260,678 
Net interest expense:
Interest income42,584 (167)(a)42,417 
Interest expense(123,001)16 (a)(122,985)
Net interest expense(80,417)(151)(80,568)
TOTAL REVENUES1,800,145 (129,342)1,670,803 
EXPENSES
Salaries, benefits, and related expenses868,265 (41,610)(a)826,655 
Occupancy, equipment rentals, and other office related expenses29,621 (1,877)(a)27,744 
General and administrative expenses395,871 (63,664)(a)332,207 
TOTAL EXPENSES1,293,757 (107,151)1,186,606 
OTHER, NET(6,131)(567)(a)(6,698)
NET INCOME BEFORE INCOME TAXES500,257 (22,758)477,499 
Provision for income taxes2,344 (2,063)(a), (b)281 
NET INCOME497,913 (20,695)477,218 
Contingently redeemable noncontrolling interest(21,749)— (21,749)
Noncontrolling interest1,274 (964)(a)310 
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST$518,388 $(19,731)$498,657 
(a)    Amounts attributable to BNT and ANTIC.
(b) As the consolidated organization in the Predecessor period operated as a flow-through entity which was not subject to U.S. federal and state income taxes, the tax effect is only the specific taxes directly attributable to regarded corporate subsidiaries within BNT and ANTIC.



Finance of America Companies Inc. and Subsidiaries
Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)		Exhibit 99.2
1.Basis of Presentation
The unaudited pro forma condensed consolidated financial statements are based on the historical condensed consolidated financial statements of the Company as adjusted to give effect to the Incenter Transaction. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2023 (Successor), the year ended December 31, 2022 (Successor), the nine months ended December 31, 2021 (Successor), the three months ended March 31, 2021 (Predecessor), and the year ended December 31, 2020 (Predecessor) are presented as if the Incenter Transaction was completed on January 1, 2020. The unaudited pro forma condensed consolidated statement of financial condition as of March 31, 2023 gives effect to the Incenter Transaction as if it were completed on March 31, 2023. The transaction adjustments for the Incenter Transaction consist of those necessary to account for the Incenter Transaction and are based on available information and certain assumptions that management believes are reasonable. Actual future results may be different than what is presented in these unaudited pro forma condensed consolidated financial statements.

v3.23.2
Document and Entity Information Document
Jul. 01, 2023
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 01, 2023
Entity Registrant Name FINANCE OF AMERICA COMPANIES INC.
Entity Central Index Key 0001828937
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 001-40308
Entity Tax Identification Number 85-3474065
Entity Address, City or Town Plano
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75024
City Area Code 877
Local Phone Number 202-2666
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Address, Address Line Two Suite 400
Entity Address, Address Line One 5830 Granite Parkway
NEW YORK STOCK EXCHANGE, INC. [Member] | Common Class A [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share
Trading Symbol FOA
Security Exchange Name NYSE
CBOE STOCK EXCHANGE [Member] | Common Class A [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Warrants to purchase shares of Class A Common Stock
Trading Symbol FOA.WS
Security Exchange Name NYSE
Finance of America Compa... (NYSE:FOA)
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