Quarterly report pursuant to Section 13 or 15(d)

Related Party Transactions

v3.21.2
Related Party Transactions
6 Months Ended
Jun. 30, 2021
Related Party Transactions [Abstract]  
Related Party Transactions
 
30.
Related Party Transactions
The Company transacts with various related parties as a part of normal
day-to-day
operations. Outstanding receivables from related parties were $0.0 million and $2.6 million as of June 30, 2021 (Successor) and December 31, 2020 (Predecessor),
respectively.
Promissory Notes
In June 2019, the
 Company executed two Revolving Working Capital Promissory Note Agreements (the “2019 Promissory Notes”) with BTO Urban Holdings and Libman Family Holdings, LLC, which are deemed affiliates of the Company. The 2019 Promissory Notes accrued interest monthly at a rate of
10.0
% per annum and matured and were paid in full in June 2020. For the three months ended June 30, 2020 of the Predecessor, the Company paid interest of $
2.5
 million related to the 2019 Promissory Notes. For the six months ended June 30, 2020 of the Predecessor, the Company paid interest of $
2.9
 million related to the 2019 Promissory Notes. For the Predecessor period from January 1, 2021 to March 31, 2021 and the Successor period from April 1, 2021 to June 30, 2021, the Company paid
no
interest related to the 2019 Promissory Notes.
Agricultural Loans
In 2019, the Company entered into an Amended and Restated Limited Liability Company Agreement with FarmOp Capital Holdings, LLC (“FarmOps”) in which the Company acquired an equity investment in FarmOps. Subsequent to this agreement, the Company agreed to purchase originated agricultural loans from FarmOps. The Company
 
purchased agricultural loans and had total funded draw amounts of $46.3 million and $53.4 million, respectively, for the Successor period from April 1, 2021 to June 30, 2021 and $83.0 million and $82.1 million, respectively, for the Predecessor period from January 1, 2021 to March 31, 2021. The Predecessor purchased agricultural loans and had total funded draw amounts of $12.0 million and $11.5 million, respectively, for the three months ended June 30, 2020 and $76.7 million and $67.1 million, respectively, for the six months ended June 30, 2020.
The Company had promissory notes outstanding with FarmOps of $3.3 million and $0.8 million as of June 30, 2021 (Successor) and December 31, 2020 (Predecessor), respectively.
Cloudvirga
In 2017 and 2019, the Company purchased preferred and common stock investments in Cloudvirga, Inc. (“Cloudvirga”). Subsequent to its investment, the Company entered into a software development arrangement in which Cloudvirga agreed to develop software in addition to providing certain technology services for the Company. In May 2021, Cloudvirga merged with an unaffiliated third party, causing the liquidation of all shares held by the Company. As such, the fair value assumptions used to determine the holding value of such preferred equity were updated by the Company and resulted in an impairment of the equity investment of $9.3 million in the Predecessor period from January 1, 2021 to March 31, 2021. As a result of this liquidation of the held shares of Cloudvirga by certain subsidiaries of the Company, the related party relationship was terminated.
For the Predecessor period from January 1, 2021 to March 31, 2021, $1.7 million was capitalized related to the development of the software and will be amortized over a 12 month period from the date placed in service. Professional fees paid to Cloudvirga, in exchange for the technology services, by the Predecessor were $0.6 million for the Predecessor period from January 1, 2021 to March 31, 2021, $0.3 million for the Predecessor three months ended June 30, 2020 and $0.8 million for the Predecessor six months ended June 30, 2020.
Nonrecourse MSR Financing Liability, at Fair Value
In 2020, the Company entered into a nonrevolving facility commitment with various related parties, to sell beneficial interests in the servicing fees generated from its originated or acquired MSRs. Under these agreements, the Company has agreed to sell excess servicing income or pay an amount equal to excess servicing income to third parties, in each case, taking into account cost of servicing and ancillary income related to the identified MSRs in exchange for an upfront payment equal to the purchase price or fair value of the identified MSRs. These transactions are accounted for as financings.
As of June 30, 2021 (Successor) and December 31, 2020 (Predecessor), the Company had an outstanding advance of $22.1 million and $14.9 million against this commitment for the purchase of MSRs with a fair value of $18.9 million and $14.1 million, respectively.
The Company has also entered into Investment Management Agreements with these third parties to serve as the investment manager, in which the Company performs various advisory services to the investors in exchange for a management fees. Management fees amounted to $0.1 million for the Successor period from April 1, 2021 to June 30, 2021 and for the Predecessor period from January 1, 2021 to March 31, 2021. There were no managements fees paid for the Predecessor three months ended June 30, 2020 or the Predecessor six months ended June 30, 2020,
as the nonrevolving facility commitment during these periods.
Senior Notes
Related parties of FoA purchased notes in the high-yield debt offering in November 2020 in an aggregate principal amount of $135.0 million.