Finance of America Companies Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Financial Statements
Exhibit 99.1
On February 28, 2023, Finance of America Companies Inc. (the “Company”) completed the previously announced discontinuation of the operations of its Mortgage Originations segment, other than its Home Improvement channel (the Wind Down). The commencement of the Wind Down was previously disclosed by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2022. The unaudited pro forma condensed consolidated financial information giving effect to the Wind Down is filed in this Exhibit 99.1.
The Wind Down constituted a significant disposition for the Company and qualifies for discontinued operations under U.S. generally accepted accounting principles. As a result, the following unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2022 (Successor), the nine months ended December 31, 2021 (Successor), the three months ended March 31, 2021 (Predecessor), and for the years ended December 31, 2020 and 2019 (Predecessor) are presented as if the Wind Down were completed on January 1, 2019. The following unaudited pro forma condensed consolidated statement of financial position as of September 30, 2022 is presented as if the Wind Down were completed on September 30, 2022.
The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements prepared in accordance with U.S. generally accepted accounting principles and are presented based on information currently available. They are intended for informational and illustrative purposes only and are not intended to represent the Company’s financial position or results of operations had the Wind Down and related events occurred on the dates indicated or to project the Company’s financial performance for any future period. The unaudited pro forma condensed consolidated financial statements do not include adjustments to reflect any potential synergies or dis-synergies that may result from the Wind Down. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable under the circumstances, and are presented for informational purposes only.
The historical columns in the unaudited pro forma condensed consolidated financial statements reflect the Company’s historical financial statements for the periods presented and do not reflect any adjustments related to the Wind Down and related events.
The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X, and should be read in conjunction with the following: (i) the accompanying notes to the unaudited pro forma condensed consolidated financial information; (ii) the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the annual period ended December 31, 2021; and (iii) the unaudited condensed consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2022.


Finance of America Companies Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Financial Statements
Exhibit 99.1
September 30, 2022
Finance of America Companies Inc. and Subsidiaries HistoricalDiscontinued Operations AdjustmentsFinance of America Companies Inc. and Subsidiaries
Pro Forma
ASSETS
Cash and cash equivalents$169,072 $(43,702)(a)$125,370 
Restricted cash210,147 — (a)210,147 
Loans held for investment, subject to Home Equity Conversion Mortgage-Backed Securities ("HMBS") related obligations, at fair value10,916,551 — 10,916,551 
Loans held for investment, subject to nonrecourse debt, at fair value6,741,391 — 6,741,391 
Loans held for investment, at fair value1,307,413 — 1,307,413 
Loans held for sale, at fair value859,650 (614,199)(a)245,451 
Mortgage servicing rights ("MSRs"), at fair value, $59,800 subject to nonrecourse MSRs financing liability
103,069 — 103,069 
Derivative assets89,899 (17,596)(a)72,303 
Fixed assets and leasehold improvements, net19,828 — 19,828 
Intangible assets, net438,300 — 438,300 
Other assets, net334,577 (42,920)(a)291,657 
TOTAL ASSETS$21,189,897 $(718,417)$20,471,480 
LIABILITIES AND EQUITY
HMBS related obligations, at fair value$10,784,841 $— $10,784,841 
Nonrecourse debt, at fair value
6,745,526 — 6,745,526 
Other financing lines of credit2,305,999 (601,635)(a)1,704,364 
Payables and other liabilities395,635 (116,782)(a)278,853 
Notes payable, net (includes amounts due to related parties of $30,000)
382,810 — 382,810 
TOTAL LIABILITIES20,614,811 (718,417)19,896,394 
Commitments and Contingencies
EQUITY
Class A Common Stock, $0.0001 par value; 6,000,000,000 shares authorized; 62,959,276 shares issued and outstanding at September 30, 2022
— 
Class B Common Stock, $0.0001 par value; 1,000,000 shares authorized, 15 shares issued and outstanding at September 30, 2022
— — — 
Additional paid-in capital876,140 — 876,140 
Accumulated deficit(577,272)— (577,272)
Accumulated other comprehensive loss(367)— (367)
Noncontrolling interest276,579 — 276,579 
TOTAL EQUITY575,086 — 575,086 
TOTAL LIABILITIES AND EQUITY$21,189,897 $(718,417)$20,471,480 
(a)    Amounts attributable to the Mortgage Originations segment, excluding the Home Improvement channel.


Finance of America Companies Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
(In thousands, except share data)
Exhibit 99.1
For the nine months ended September 30, 2022
Successor
Finance of America Companies Inc. and Subsidiaries HistoricalDiscontinued Operations AdjustmentsFinance of America Companies Inc. and Subsidiaries
Pro Forma
REVENUES
Gain on sale and other income from loans held for sale, net$226,336 $(239,210)(a)$(12,874)
Net fair value gains on loans and related obligations5,672 — 5,672 
Fee income316,798 (44,350)(a)272,448 
Net interest expense:
Interest income41,748 (35,054)(a)6,694 
Interest expense(110,900)26,716 (a)(84,184)
Net interest expense(69,152)(8,338)(77,490)
TOTAL REVENUES479,654 (291,898)187,756 
EXPENSES
Salaries, benefits, and related expenses549,755 (264,639)(a)285,116 
Occupancy, equipment rentals, and other office related expenses22,103 (13,566)(a)8,537 
General and administrative expenses361,613 (92,945)(a)268,668 
TOTAL EXPENSES933,471 (371,150)562,321 
IMPAIRMENT OF INTANGIBLES AND OTHER ASSETS(138,184)128,884 (a)(9,300)
OTHER, NET41,234 — 41,234 
NET LOSS BEFORE INCOME TAXES(550,767)208,136 (342,631)
Benefit for income taxes(17,249)— (a)(17,249)
NET LOSS(533,518)208,136 (325,382)
Noncontrolling interest(399,859)140,806 (a)(259,053)
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST$(133,659)$67,330 $(66,329)
EARNINGS PER SHARE
Basic weighted average shares outstanding61,993,353 61,993,353 61,993,353 
Basic net loss per share$(2.16)$(1.09)(a)$(1.07)
Diluted weighted average shares outstanding188,375,945 188,375,945 188,375,945 
Diluted net loss per share$(2.34)$(0.82)(a)$(1.52)
(a)    Amounts attributable to the Mortgage Originations segment, excluding the Home Improvement channel.


Finance of America Companies Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
(In thousands, except share data)
Exhibit 99.1
For the nine months ended December 31, 2021
Successor
Finance of America Companies Inc. and Subsidiaries HistoricalDiscontinued Operations AdjustmentsFinance of America Companies Inc. and Subsidiaries
Pro Forma
REVENUES
Gain on sale and other income from loans held for sale, net$564,525 $(547,101)(a)$17,424 
Net fair value gains on loans and related obligations341,750 — 341,750 
Fee income386,065 (80,453)(a)305,612 
Net interest expense:
Interest income43,925 (41,524)(a)2,401 
Interest expense(107,694)34,205 (a)(73,489)
Net interest expense(63,769)(7,319)(71,088)
TOTAL REVENUES1,228,571 (634,873)593,698 
EXPENSES
Salaries, benefits, and related expenses768,105 (466,397)(a)301,708 
Occupancy, equipment rentals, and other office related expenses23,389 (13,947)(a)9,442 
General and administrative expenses392,262 (133,062)(a)259,200 
TOTAL EXPENSES1,183,756 (613,406)570,350 
IMPAIRMENT OF GOODWILL AND INTANGIBLE ASSETS(1,380,630)768,897 (a)(611,733)
OTHER, NET14,142 — 14,142 
NET LOSS BEFORE INCOME TAXES(1,321,673)747,430 (574,243)
Benefit for income taxes(20,671)15,574 (a)(5,097)
NET LOSS(1,301,002)731,856 (569,146)
Noncontrolling interest(929,202)513,948 (a)(415,254)
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST$(371,800)$217,908 $(153,892)
EARNINGS PER SHARE
Basic weighted average shares outstanding59,849,638 59,849,638 59,849,638 
Basic net loss per share$(6.21)$(3.64)(a)$(2.57)
Diluted weighted average shares outstanding190,597,249 190,597,249 190,597,249 
Diluted net loss per share$(6.52)$(3.65)(a)$(2.87)
(a)    Amounts attributable to the Mortgage Originations segment, excluding the Home Improvement channel.


Finance of America Companies Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
(In thousands, except share data)
Exhibit 99.1
For the three months ended March 31, 2021
Predecessor
Finance of America Companies Inc. and Subsidiaries HistoricalDiscontinued Operations AdjustmentsFinance of America Companies Inc. and Subsidiaries
Pro Forma
REVENUES
Gain on sale and other income from loans held for sale, net$291,334 $(286,481)(a)$4,853 
Net fair value gains on loans and related obligations76,663 — 76,663 
Fee income161,371 (32,731)(a)128,640 
Net interest expense:
Interest income12,661 (12,483)(a)178 
Interest expense(34,366)11,592 (a)(22,774)
Net interest expense(21,705)(891)(22,596)
TOTAL REVENUES507,663 (320,103)187,560 
EXPENSES
Salaries, benefits, and related expenses238,530 (174,030)(a)64,500 
Occupancy, equipment rentals, and other office related expenses7,597 (5,220)(a)2,377 
General and administrative expenses127,187 (40,443)(a)86,744 
TOTAL EXPENSES373,314 (219,693)153,621 
OTHER, NET(8,892)— (8,892)
NET INCOME BEFORE INCOME TAXES125,457 (100,410)25,047 
Provision for income taxes1,137 — 1,137 
NET INCOME124,320 (100,410)23,910 
Contingently Redeemable Noncontrolling Interest ("CRNCI")
4,260 — 4,260 
Noncontrolling interest201 — 201 
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST$119,859 $(100,410)$19,449 
(a)    Amounts attributable to the Mortgage Originations segment, excluding the Home Improvement channel.


Finance of America Companies Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
(In thousands, except share data)
Exhibit 99.1
For the year ended December 31, 2020
Predecessor
Finance of America Companies Inc. and Subsidiaries HistoricalDiscontinued Operations AdjustmentsFinance of America Companies Inc. and Subsidiaries
Pro Forma
REVENUES
Gain on sale and other income from loans held for sale, net$1,178,995 $(1,171,368)(a)$7,627 
Net fair value gains on loans and related obligations311,698 — 311,698 
Fee income389,869 (118,237)(a)271,632 
Net interest expense:
Interest income42,584 (41,688)(a)896 
Interest expense(123,001)39,792 (a)(83,209)
Net interest expense(80,417)(1,896)(82,313)
TOTAL REVENUES1,800,145 (1,291,501)508,644 
EXPENSES
Salaries, benefits, and related expenses868,265 (656,264)(a)212,001 
Occupancy, equipment rentals, and other office related expenses29,621 (21,817)(a)7,804 
General and administrative expenses395,871 (145,317)(a)250,554 
TOTAL EXPENSES1,293,757 (823,398)470,359 
OTHER, NET(6,131)— (6,131)
NET INCOME BEFORE INCOME TAXES500,257 (468,103)32,154 
Provision for income taxes2,344 — 2,344 
NET INCOME497,913 (468,103)29,810 
Contingently Redeemable Noncontrolling Interest ("CRNCI")
(21,749)— (21,749)
Noncontrolling interest1,274 — 1,274 
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST$518,388 $(468,103)$50,285 
(a)    Amounts attributable to the Mortgage Originations segment, excluding the Home Improvement channel.


Finance of America Companies Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
(In thousands, except share data)
Exhibit 99.1
For the year ended December 31, 2019
Predecessor
Finance of America Companies Inc. and Subsidiaries HistoricalDiscontinued Operations AdjustmentsFinance of America Companies Inc. and Subsidiaries
Pro Forma
REVENUES
Gain on sale and other income from loans held for sale, net$464,308 $(462,700)(a)$1,608 
Net fair value gains on loans and related obligations329,526 — 329,526 
Fee income199,099 (64,372)(a)134,727 
Net interest expense:
Interest income37,323 (36,673)(a)650 
Interest expense(138,731)37,076 (a)(101,655)
Net interest expense(101,408)403 (101,005)
TOTAL REVENUES891,525 (526,669)364,856 
EXPENSES
Salaries, benefits, and related expenses529,250 (369,526)(a)159,724 
Occupancy, equipment rentals, and other office related expenses32,811 (25,453)(a)7,358 
General and administrative expenses256,217 (105,966)(a)150,251 
TOTAL EXPENSES818,278 (500,945)317,333 
OTHER, NET4,332 — 4,332 
NET INCOME BEFORE INCOME TAXES77,579 (25,724)51,855 
Provision for income taxes949 — 949 
NET INCOME76,630 (25,724)50,906 
Contingently Redeemable Noncontrolling Interest ("CRNCI")
21,707 — 21,707 
Noncontrolling interest511 — 511 
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST$54,412 $(25,724)$28,688 
(a)    Amounts attributable to the Mortgage Originations segment, excluding the Home Improvement channel.




Finance of America Companies Inc. and Subsidiaries
Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)
Exhibit 99.1
1.Basis of Presentation
The unaudited pro forma condensed consolidated financial statements are based on the historical condensed consolidated financial statements of the Company as adjusted to give effect to the Wind Down of the operations of its Mortgage Originations segment, other than its Home Improvement channel. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2022 (Successor), the nine months ended December 31, 2021 (Successor), the three months ended March 31, 2021 (Predecessor), and the years ended December 31, 2020 (Predecessor) and December 31, 2019 (Predecessor) give effect to the Wind Down as if it were completed on January 1, 2019. The unaudited pro forma condensed consolidated statement of financial condition as of September 30, 2022 gives effect to the Wind Down as if it were completed on September 30, 2022. The discontinued operations adjustments for the Wind Down consist of those necessary to account for the Wind Down and are based on available information and certain assumptions that management believes are reasonable. Actual future results may be different than what is presented in these unaudited pro forma condensed consolidated financial statements.