Annual report pursuant to Section 13 and 15(d)

Other Financing Lines of Credit

v3.22.0.1
Other Financing Lines of Credit
12 Months Ended
Dec. 31, 2021
Line of Credit Facility [Abstract]  
Other Financing Lines of Credit
19. Other Financing Lines of Credit
Mortgage facilities
These facilities are generally structured as master repurchase agreements under which ownership of the related eligible loans is temporarily transferred to a lender or as participation arrangements pursuant to which the lender acquires a participation interest in the related eligible loans. The funds advanced are generally repaid using the proceeds from the sale or securitization of the loans to, or pursuant to, programs sponsored by FNMA, FHLMC, and Ginnie Mae or to private secondary market investors, although prior payment may be required based on, among other things, certain breaches of representations and warranties or other events of default.
When these facilities are drawn on, the Company generally must transfer and pledge eligible loans to the lender and comply with various financial and other covenants. The facilities expire at various times during 2022 through 2026. Under the facilities, loans are generally transferred at an advance rate less than the principal balance or fair value of the loans, which serves as the primary credit enhancement for the lender. One of the warehouse lines of credit is also guaranteed by FAH, a wholly owned subsidiary and the parent holding company to the mortgage business. Since the advances are generally for less than 100% of the principal balance of the loans, working capital is required to fund the remaining portion of the principal balance of the loans. The amount of the advance that is provided under the various facilities ranges from 94% to 100% of the market value or principal balance of the loans. Upon expiration, management believes it will either renew its existing warehouse facilities or obtain sufficient additional lines of credit.
Reverse mortgage facilities
These facilities are generally structured as master repurchase agreements under which ownership of the related eligible loans is temporarily transferred to a lender or as participation arrangements pursuant to which the lender acquires a participation interest in the related eligible loans. The funds advanced are generally repaid using the proceeds from the sale or securitization of the loans to, or pursuant to, programs sponsored by Ginnie Mae or private secondary market investors, although prior payment may be required based on, among other things, certain breaches of representations and warranties or other events of default.
When the warehouse lines of credit are drawn on, the Company generally must transfer and pledge eligible loans and comply with various financial and other covenants. The facilities expire at various times during 2022 through
2024. Under the facilities, loans are transferred at an advance rate less than the principal balance or fair value of the loans, which serves as the primary credit enhancement for the lender. Since the advances are generally for less than 100% of the principal balance of the loans, working capital is required to fund the remaining portion of the principal balance of the loan. The amount of the advance that is provided under the various facilities ranges from 90% to 104% of the market value or principal balance of the loans. Upon expiration, management believes it will either renew its existing facilities or obtain sufficient additional lines of credit.
Commercial loan facilities
These facilities are either structured as master repurchase agreements under which ownership of the related eligible loans is temporarily transferred to a lender or are collateralized by first lien loans or crop loans. The funds advanced are generally repaid using the proceeds from the sale or securitization of the loans to private secondary market investors, although prior payment may be required based on, among other things, certain breaches of representations and warranties or other events of default.
When these facilities are drawn on, the Company must transfer and pledge eligible loan collateral and comply with various financial and other covenants. The facilities expire at various times during 2022 through 2023. Under the facilities, loans are transferred at an advance rate less than the principal balance or fair value of the loans, which serves as the primary credit enhancement for the lender. Two of the warehouse lines of credit are guaranteed, one fully and one limited, by FAH, a wholly owned subsidiary and the parent holding company to the commercial lending business. Since the advances are generally for less than 100% of the principal balance of the loans, working capital is required to fund the remaining portion of the principal balance of the loans. The amount of the advance that is provided under the various facilities generally ranges from 70% to 85% of the principal balance of the loans. Upon expiration, management believes it will either renew its existing facilities or obtain sufficient additional lines of credit.
The terms of the Company’s financing arrangements and credit facilities contain covenants, and the terms of the Company’s GSE/seller servicer contracts contain requirements that may restrict the Company and its subsidiaries from paying distributions to its members. These restrictions include restrictions on paying distributions whenever the payment of such distributions would cause FoA to no longer be in compliance with any of its financial covenants or GSE requirements. Further, the Company is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of the Company (with certain exceptions) exceed the fair value of its assets. Subsidiaries of the Company are generally subject to similar legal limitations on their ability to make distributions to FoA.
 
The following summarizes the components of other financing lines of credit (dollars in thousands):    
                                 
                 
Outstanding borrowings at
 
                 
December 31,
 
                 
2021
   
2020
 
Maturity Date
 
Interest Rate
 
Collateral Pledged
 
Total
Capacity
(1)
   
Successor
   
Predecessor
 
Mortgage Lines:
                     
 
       
March 2022 - June 2023
  LIBOR/SOFR + applicable margin   First Lien Mortgages   $ 3,625,000    
$
1,802,348
 
  $ 1,997,464  
March 2026
  LIBOR/AMERIBOR + applicable margin   MSRs     150,000    
 
138,524
 
     
February 2022 - March 2022
  LIBOR + applicable margin   Mortgage Related Assets     101,559    
 
55,666
 
     
 
         
 
 
   
 
 
   
 
 
 
Subtotal mortgage lines of credit
          $ 3,876,559    
$
1,996,538
 
  $ 1,997,464  
 
         
 
 
   
 
 
   
 
 
 
Reverse Lines:
                               
March 2022 - April 2023
  LIBOR + applicable margin   First Lien Mortgages   $ 1,325,000    
$
714,013
 
  $ 477,637  
April 2022 - September 2023
  Bond accrual rate + applicable margin   Mortgage Related Assets     398,729    
 
297,893
 
    252,880  
February 2024
  LIBOR + applicable margin   MSRs     90,000    
 
78,952
 
     
April 2022
  Prime + .50%; 6% floor   Unsecuritized Tails     50,000    
 
38,544
 
    37,442  
 
         
 
 
   
 
 
   
 
 
 
Subtotal reverse lines of credit
          $ 1,863,729    
$
1,129,402
 
  $ 767,959  
 
         
 
 
   
 
 
   
 
 
 
Commercial Lines:
                               
February 2022 - November 2023
  LIBOR/SOFR + applicable margin   Encumbered Agricultural Loans   $ 225,000    
$
25,127
 
  $ 52,300  
August 2022 -September 2022
  LIBOR + applicable margin   First Lien Mortgages     545,000    
 
167,159
 
    128,134  
August 2022
  10%   Second Lien Mortgages     25,000    
 
24,175
 
    21,475  
N/A
  LIBOR + applicable margin   Mortgage Related Assets     5,041    
 
5,041
 
    6,411  
 
         
 
 
   
 
 
   
 
 
 
Subtotal commercial lines of credit
          $ 800,041    
$
221,502
 
  $ 208,320  
 
         
 
 
   
 
 
   
 
 
 
Total other financing lines of credit
          $ 6,540,329    
$
3,347,442
 
  $ 2,973,743  
       
 
 
   
 
 
   
 
 
 
 
(1)
Capacity is dependent upon maintaining compliance with, or obtaining waivers of, the terms, conditions and covenants of the respective agreements, including asset-eligibility requirements. Capacity amounts presented are as of December 31, 2021.
As of December 31, 2021 (Successor) and December 31, 2020 (Predecessor), the weighted average outstanding interest rates on outstanding debt of the Company were 2.75% and 3.15%, respectively.
 
The Company’s borrowing arrangements and credit facilities contain various financial covenants which primarily relate to required tangible net worth amounts, liquidity reserves, leverage requirements, and profitability requirements.
As a result of impacts from the Business Combination, FAM was not in compliance with the second quarter 2021 FNMA lender adjusted tangible net worth quarterly requirement. Additionally, due to the Business Combination, FAM was not in compliance with the
‘two-consecutive
quarter’ requirements by FNMA during the second, third, and fourth quarters of 2021. As of December 31, 2021 (Successor), the Company had obtained all required waivers for these covenant violations.
During the fourth quarter of 2021, as a result of the goodwill and intangible assets impairment and the impact to net income, FACo and FAM were not in compliance with profitability covenants with certain of their lenders as of December 31, 2021. The Company obtained waivers or amendments to the terms of the affected covenants and in certain cases, elected to terminate the related financing transactions in accordance with their respective terms in lieu of seeking a waiver or amendment. The Company was in compliance with all other financial covenants as of December 31, 2021. See Note 14—Goodwill and Note 15—Intangible Assets, Net.
The terms of the Company’s financing arrangements and credit facilities contain covenants, and the terms of the Company’s GSE/seller servicer contracts contain requirements that may restrict the Company and its subsidiaries from paying distributions to its members. These restrictions include restrictions on paying distributions whenever the payment of such distributions would cause FoA to no longer be in compliance with any of its financial covenants or GSE requirements. Further, the Company is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of the Company (with certain exceptions) exceed the fair value of its assets. Subsidiaries of the Company are generally subject to similar legal limitations on their ability to make distributions to FoA.
 
As of December 31, 2021 (Successor), the maximum allowable distributions available to the Company based on the most restrictive of such financial covenant ratios is presented in the table below (in thousands, except for ratios):

Successor
 
Financial Covenants
  
Requirement
 
  
December 31, 2021
 
  
Maximum Allowable
Distribution
(1)
 
FAM
  
     
  
     
  
     
Adjusted Tangible Net Worth
(2)
  
$
150,000
 
  
$
180,032
 
  
$
30,032
 
Liquidity
  
 
40,000
 
  
 
43,734
 
  
$
3,734
 
Leverage Ratio
  
 
15:1
 
  
 
13.9:1
 
  
 
12,154
 
Material Decline in Lender Adjusted Net Worth:
                          
Lender Adjusted Tangible Net Worth (Quarterly requirement)
(3)
  
$
150,539
 
  
$
214,979
 
  
$
64,440
 
Lender Adjusted Tangible Net Worth
(Two-Consecutive
Quarterly requirement)
(3)
  
 
114,830
 
  
 
214,979
 
  
$
100,149
 
FACo
                          
Adjusted Tangible Net Worth
  
$
85,000
 
  
$
87,350
 
  
$
2,350
 
Liquidity
  
 
20,000
 
  
 
32,728
 
  
$
12,728
 
Leverage Ratio
  
 
6:1
 
  
 
2.8:1
 
  
 
46,895
 
FAR
                          
Adjusted Tangible Net Worth
(2)
  
$
417,826
 
  
$
527,443
 
  
$
109,617
 
Liquidity
  
 
20,000
 
  
 
23,845
 
  
$
3,845
 
Leverage Ratio
  
 
6:1
 
  
 
2.9:1
 
  
$
264,134
 
Material Decline in Lender Adjusted Net Worth:
                          
Lender Adjusted Tangible Net Worth (Quarterly requirement)
  
$
357,100
 
  
$
527,443
 
  
$
170,343
 
Lender Adjusted Tangible Net Worth
(Two-Consecutive
Quarterly requirement)
  
 
268,828
 
  
 
527,443
 
  
$
258,615
 
 
(1)
The Maximum Allowable Distribution for any of the originations subsidiaries is the lowest of the amounts shown for the particular originations subsidiary.
(2)
This amount is based on the most restrictive financing line of credit covenant.
(3)
This amount is the covenant calculation specific to FNMA.
 
As of December 31, 2020 (Predecessor), the maximum allowable distributions available to the Company based on the most restrictive of such financial covenant ratios is presented in the table below (in thousands, except for ratios):
                         
Predecessor
 
Financial Covenants
  
Requirement
    
December 31, 2020
    
Maximum Allowable
Distribution
(1)
 
FAM
                          
Adjusted Tangible Net Worth
(2)
   $ 125,000      $ 289,163      $ 164,163  
Liquidity
     40,000        56,775        16,775  
Leverage Ratio
     15:1        9.3:1        110,267  
Material Decline in Lender Adjusted Net Worth:
                          
Lender Adjusted Tangible Net Worth (Quarterly requirement)
(3)
   $ 210,428      $ 289,163      $ 78,735  
Lender Adjusted Tangible Net Worth
(Two-Consecutive
Quarterly requirement)
(3)
     93,763        289,163        195,400  
FACo
                          
Adjusted Tangible Net Worth
   $ 85,000      $ 126,672      $ 41,672  
Liquidity
     20,000        46,385        26,385  
Leverage Ratio
     6:1        1.7:1        90,782  
FAR
                          
Adjusted Tangible Net Worth
   $ 300,000      $ 474,128      $ 174,128  
Liquidity
     20,000        36,425        16,425  
Leverage Ratio
     5.5:1        2.5:1        258,615  
Material Decline in Lender Adjusted Net Worth:
                          
Lender Adjusted Tangible Net Worth (Quarterly requirement)
   $ 314,091      $ 474,128      $ 160,037  
Lender Adjusted Tangible Net Worth
(Two-Consecutive
Quarterly requirement)
     205,619        474,128        268,509  
 
(1)
 
The Maximum Allowable Distribution for any of the originations subsidiaries is the lowest of the amounts shown for the particular originations subsidiary.
(2)
 
This amount is based on the most restrictive financing line of credit covenant.
(3)
This amount is the covenant calculation specific to FNMA.