Current report filing

Discontinued Operations

v3.23.2
Discontinued Operations
 12 Months Ended
Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
3. Discontinued Operations
In 2022 and 2023, the Company reevaluated the business strategy and implemented a series of transformational actions to restructure the organization into a modern retirement solutions platform. This plan included the wind-down of the previously reported Mortgage Originations segment and sale of the previously reported Commercial Originations and Lenders Services segments. This constitutes a strategic shift that has or will have a major effect on our operations and financial results. As such, the results of our previously reported Mortgage Originations, Commercial Originations, and Lenders Services segments are reported as discontinued operations for all periods presented, in accordance with ASC 205.
Mortgage Originations Segment
On October 20, 2022, the Board of the Company authorized a plan to discontinue the operations of the Company’s previously reported Mortgage Originations segment, other than the Home Improvement channel. The Disposition commenced in the fourth quarter of 2022 and was completed on February 28, 2023. The operations of the Home Improvement channel are now reported as part of the Company's Retirement Solutions segment. Refer to Note 38 - Subsequent Events for additional information.
Lender Services Segment
On February 1, 2023, the Company's indirect subsidiary, Incenter, entered into an agreement to sell one hundred percent of (i) the issued and outstanding shares of capital stock of ANTIC, a direct subsidiary of Incenter and an indirect subsidiary of the Company, and (ii) the issued and outstanding membership interests of BNT, a direct subsidiary of Incenter and an indirect subsidiary of the Company. The closing of the ANTIC and BNT sale was completed on July 3, 2023. Refer to Note 38 - Subsequent Events for additional information. The Company has historically included the operations of ANTIC and BNT in its previously reported Lender Services operating segment.
On March 30, 2023, the FoA Equity Board authorized a plan to sell assets making up the remainder of the Company's previously reported Lender Services operating segment, with the exception of its Incenter Solutions LLC operating service subsidiary. The operations of Incenter Solutions LLC are now reported as part of the Company's Corporate and Other segment. The Company sold the remainder of the assets on June 30, 2023 in two separate transactions for an aggregate consideration of $17.5 million which includes $4.8 million in cash and a $12.7 million note receivable. Refer to Note 38 - Subsequent Events for additional information.
Commercial Originations Segment
On February 19, 2023, the Company entered into an agreement to sell certain operational assets of FAM operating as FACo. This transaction closed on March 14, 2023. Refer to Note 38 - Subsequent Events for additional
information. The Company has historically included the operations of FACo in its previously reported Commercial Originations operating segment.
The following table summarizes the major classes of assets and liabilities classified as discontinued operations as of December 31, 2022 and December 31, 2021 (in thousands):
December 31, 2022 December 31, 2021
Assets
Cash and cash equivalents $ 36,212  $ 37,460 
Restricted cash 311  312 
Loans held for sale, at fair value 141,994  1,894,222 
Derivative assets 676  24,417 
Fixed assets and leasehold improvements, net 9,884  16,471 
Intangible assets, net 77,436  260,727 
Other assets, net 46,847  85,962 
Assets of discontinued operations $ 313,360  $ 2,319,571 
Liabilities
Other financing lines of credit $ 127,735  $ 1,816,805 
Payables and other liabilities 99,379  211,053 
Liabilities of discontinued operations $ 227,114  $ 2,027,858 
The following table summarizes the major components of net income (loss) from discontinued operations for the dates indicated (in thousands):
For the year ended December 31, 2022 For the nine months ended December 31, 2021 For the three months ended March 31, 2021 For the year ended December 31, 2020
Successor Predecessor
Revenues
Gain on sale and other income from loans held for sale, net $ 216,949  $ 528,725  $ 286,269  $ 1,168,803 
Net fair value gains on loans and related obligations 14,705  50,729  5,465  15,571 
Fee income 280,315  344,379  124,824  357,339 
Net interest income:
Interest income 41,598  41,591  12,511  41,855 
Interest expense (33,088) (34,462) (11,656) (40,046)
Net interest income 8,510  7,129  855  1,809 
Total revenues 520,479  930,962  417,413  1,543,522 
Expenses
Salaries, benefits, and related expenses 456,382  601,300  208,256  753,236 
Occupancy, equipment rentals, and other office related expenses 21,274  17,620  6,677  25,441 
General and administrative expenses 252,733  260,305  91,149  279,736 
Total expenses 730,389  879,225  306,082  1,058,413 
Impairment of goodwill, intangibles, and other assets (182,981) (954,853) —  — 
Other, net 3,839  3,458  151  — 
Net income (loss) from discontinued operations before income taxes (389,052) (899,658) 111,482  485,109 
Provision (benefit) for income taxes from discontinued operations 608  (13,489) 1,119  2,194 
Net income (loss) from discontinued operations (389,660) (886,169) 110,363  482,915 
Net income (loss) attributable to noncontrolling interest from discontinued operations (263,396) (621,990) 201  1,274 
CRNCI from discontinued operations —  —  1,119  (4,129)
Net income (loss) from discontinued operations attributable to controlling interest $ (126,264) $ (264,179) $ 109,043  $ 485,770 
The Consolidated Statements of Cash Flows for the dates indicated below included the following material activities related to discontinued operations (in thousands):
For the year ended December 31, 2022 For the nine months ended December 31, 2021 For the three months ended March 31, 2021 For the year ended December 31, 2020
Successor Predecessor
Gain on sale and other income from loans held for sale, net $ 221,121  $ 534,092  $ 286,447  $ 1,169,147 
Unrealized fair value changes on loans, related obligations, and derivatives 14,705  50,729  5,465  15,571 
Impairment of goodwill, intangibles, and other assets 182,981  954,853  —  — 
Depreciation and amortization 22,963  19,429  2,713  10,859 
Acquisition of fixed assets 5,787  7,690  2,622  6,915