| Summary of Assets Acquired and Liability Assumed in Conjunction with the Business Combination |
The following table summarizes the
provisional estimated fair value of consideration transferred, noncontrolling interest equity value, assets acquired and liabilities assumed in conjunction with the Business Combination (in thousands):
Consideration transferred: |
|
|
|
|
| Total cash consideration |
|
$ |
342,270 |
|
| Blocker rollover equity |
|
|
221,811 |
|
Seller earnout contingent consideration (1)
|
|
|
160,272 |
|
| Tax receivable agreement obligations to the seller |
|
|
31,950 |
|
| |
|
|
|
|
| Total consideration transferred |
|
|
756,303 |
|
| Noncontrolling interest |
|
|
1,658,545 |
|
| |
|
|
|
|
| Total equity value |
|
$ |
2,414,848 |
|
| |
|
|
|
|
| |
|
|
|
|
| Cash and cash equivalents |
|
$ |
336,075 |
|
| Restricted cash |
|
|
305,292 |
|
| Loans held for investment, subject to HMBS related obligations, at fair value |
|
|
10,071,192 |
|
| Loans held for investment, subject to nonrecourse debt, at fair value |
|
|
5,291,443 |
|
| Loans held for investment, at fair value |
|
|
1,100,544 |
|
| Loans held for sale, at fair value |
|
|
2,140,361 |
|
| Mortgage servicing rights, at fair value |
|
|
267,364 |
|
| Fixed assets and leasehold improvements, net |
|
|
26,079 |
|
Intangible assets, net (2)
|
|
|
717,700 |
|
| Other assets, net |
|
|
404,864 |
|
| |
|
|
|
|
| |
|
$ |
20,660,914 |
|
| |
|
|
|
|
| |
|
|
|
|
| HMBS related obligations, at fair value |
|
$ |
9,926,131 |
|
| Nonrecourse debt, at fair value |
|
|
5,227,942 |
|
| Other financing lines of credit |
|
|
3,340,345 |
|
| Payables and other liabilities |
|
|
669,048 |
|
| Notes payable, net |
|
|
353,924 |
|
| |
|
|
|
|
Total liabilities assumed |
|
$ |
19,517,390 |
|
| |
|
|
|
|
Net identifiable assets acquired |
|
|
1,143,524 |
|
| |
|
|
|
|
| |
|
$ |
1,271,324 |
|
| |
|
|
|
|
|
Represents the estimated fair market value of earnout shares issued to Sellers, which will be settled with shares of Class A Common Stock and is accounted for as equity classified contingent consideration. These estimated fair values are preliminary and subject to adjustments in subsequent periods. |
|
Intangible assets were identified that met either the separability criterion or contractual legal criterion. The evaluations of the facts and circumstances available as of April 1, 2021, to assign provisional fair values to assets acquired and liabilities assumed are ongoing, including the assessments of the economic characteristics of intangible assets. The indefinite lived trade names and definite lived trade names intangible assets represent the values of all the Company’s trade names. The broker/customer relationships intangible asset represents the existing broker/customer relationships. |
|
Goodwill represents the excess of the gross consideration transferred over the provisional fair value of the underlying net tangible and identifiable intangible assets acquired. Goodwill represents future economic benefits arising from acquiring FoA Equity, primarily due to its strong market position and its assembled |
| |
workforce that are not individually identified and separately recognized as intangible assets. Approximately $85.2 million of the goodwill recognized was expected to be deductible for income tax purposes at the acquisition date. |
|
There were certain transaction expenses contingent on the Closing (i.e. the event). Given these expenses were triggered by the successful Closing of the Business Combination, the payment of $5.0 million is considered to have been incurred “on the line”, i.e., these expenses are not presented in either the Predecessor or Successor periods. |
|
| Summary of Business Acquisition Pro Forma Information |
|
|
|
|
|
|
|
|
|
|
|
For the year ended
December 31, |
|
|
|
|
|
|
|
|
| Pro forma revenues |
|
$ |
1,736,999 |
|
|
$ |
1,777,444 |
|
| Pro forma net (loss) income |
|
|
(1,173,481 |
) |
|
|
295,136 |
|
| Pro forma net (loss) income attributable to controlling interest |
|
|
(344,687 |
) |
|
|
70,411 |
|
| Pro forma net (loss) income attributable to noncontrolling interest |
|
|
(828,795 |
) |
|
|
224,725 |
|
|