Annual report pursuant to Section 13 and 15(d)

Payables and Other Liabilities

Payables and Other Liabilities
12 Months Ended
Dec. 31, 2022
Payables and Accruals [Abstract]  
Payables and Other Liabilities
19. Payables and Other Liabilities
Payables and other liabilities consisted of the following (in thousands):
December 31, 2022 December 31, 2021
Accrued liabilities $ 77,581  $ 114,931 
Lease liabilities (Note 20 - Leases)
57,460  65,518 
GNMA reverse mortgage buyout payable 41,768  31,274 
Accrued compensation expense 36,687  129,919 
Estimate of claim losses (Note 23 - Estimate of Claims Losses)
16,807  14,993 
Liability for loans eligible for repurchase from GNMA 15,631  7,956 
Repurchase reserves (Note 21 - Repurchase Reserves)
14,266  8,685 
Deferred purchase price liabilities 8,858  47,479 
Deferred tax liability, net (Note 29 - Income Taxes)
2,367  18,581 
Warrant liability 1,117  5,497 
Derivative liabilities (Note 12 - Derivative and Risk Management Activities)
569  26,678 
Total payables and other liabilities $ 273,111  $ 471,511 

Prior to the Business Combination, Replay issued 28,750,000 units, consisting of one ordinary share and one-half of one redeemable warrant (each, a “Public Warrant” or “Warrant”), resulting in 14,375,000 Public Warrants. Each Warrant is now exercisable for a share of FoA Class A Common Stock. As of both December 31, 2022 and December 31, 2021, there were 14,375,000 Public Warrants outstanding.
The Warrants will expire April 1, 2026, five years after the completion of the Business Combination. The Company may call the Warrants for redemption:
in whole and not in part;
at a price of $0.01 per warrant;
upon a minimum of 30 days’ prior written notice of redemption;
if, and only if, the last reported closing price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Each Warrant entitles the holder to purchase one ordinary share at a price of $11.50 per share, subject to adjustment for reorganization and/or an extraordinary dividends event, as described in the warrant agreement.
If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement.
The Company has determined that the Warrants are subject to treatment as a liability. As of December 31, 2022 and December 31, 2021, the Warrants had a fair value of $1.1 million and $5.5 million, respectively. These liability-classified Public Warrants are anti-dilutive and thus have no impact on diluted EPS.