Finance of America Companies Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Financial Statements
(In thousands, except share data)
Exhibit 99.2
On July 1, 2023, Finance of America Companies Inc. (the “Company”), and Incenter LLC, (“Incenter”), an indirect subsidiary of the Company, completed the previously announced agreement to sell one hundred percent of (i) the issued and outstanding shares of capital stock of Agents National Title Holding Company (“ANTIC”), a direct subsidiary of Incenter and an indirect subsidiary of the Company, and (ii) the issued and outstanding membership interests of Boston National Holdings LLC (BNT), a direct subsidiary of Incenter and an indirect subsidiary of the Company (collectively, the “Incenter Transaction”). The Company has historically included the operations of ANTIC and BNT in its previously reported Lender Services operating segment. The Company previously disclosed its entry into the Securities Purchase Agreement, dated as of February 1, 2023, governing the Incenter Transaction, by and among Essent US Holdings, Inc., Incenter and, for the limited purposes described therein, Finance of America Equity Capital LLC, a Delaware limited liability company and a subsidiary of the Company, in a Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2023. The unaudited pro forma condensed consolidated financial information giving effect to the Incenter Transaction is filed in this Exhibit 99.2.

The Incenter Transaction constituted a significant disposition for the Company and qualifies for discontinued operations under United States (U.S.) generally accepted accounting principles (GAAP). As a result, the following unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2023 (Successor), the year ended December 31, 2022 (Successor), the nine months ended December 31, 2021 (Successor), the three months ended March 31, 2021 (Predecessor), and the year ended December 31, 2020 (Predecessor) are presented as if the Incenter Transaction was completed on January 1, 2020. The following unaudited pro forma condensed consolidated statement of financial position as of March 31, 2023 is presented as if the Incenter Transaction was completed on March 31, 2023.

The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements prepared in accordance with U.S. GAAP 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 Incenter Transaction 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 Incenter Transaction. 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 Incenter Transaction 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 statements; (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 year ended December 31, 2022; 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 three months ended March 31, 2023.




Finance of America Companies Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Financial Statements
(In thousands, except share data)
Exhibit 99.2
March 31, 2023
Finance of America Companies Inc. and Subsidiaries as ReportedTransaction AdjustmentsFinance of America Companies Inc. and Subsidiaries
Pro Forma
ASSETS
Cash and cash equivalents$69,313 $94,620 (a)$163,933 
Restricted cash228,302 — 228,302 
Loans held for investment, subject to Home Equity Conversion Mortgage-Backed Securities ("HMBS") related obligations, at fair value16,623,561 — 16,623,561 
Loans held for investment, subject to nonrecourse debt, at fair value8,374,827 — 8,374,827 
Loans held for investment, at fair value736,968 — 736,968 
Loans held for sale, at fair value77,494 — 77,494 
Mortgage servicing rights ("MSR"), at fair value, $988 subject to nonrecourse MSR financing liability13,713 — 13,713 
Fixed assets and leasehold improvements, net10,610 — 10,610 
Intangible assets, net287,822 — 287,822 
Other assets, net251,929 — 251,929 
Assets of discontinued operations151,450 (121,092)(b)30,358 
TOTAL ASSETS$26,825,989 $(26,472)$26,799,517 
LIABILITIES AND EQUITY
HMBS related obligations, at fair value$16,407,629 $— $16,407,629 
Nonrecourse debt, at fair value
8,032,552 — 8,032,552 
Other financing lines of credit1,113,367 — 1,113,367 
Payables and other liabilities306,717 — 306,717 
Notes payable, net (includes amounts due to related parties of $56,580)
408,990 — 408,990 
Liabilities of discontinued operations66,302 (23,659)(b)42,643 
TOTAL LIABILITIES26,335,557 (23,659)26,311,898 
Commitments and Contingencies
EQUITY
Class A Common Stock, $0.0001 par value; 6,000,000,000 shares authorized; 89,838,531 shares issued and 85,580,031 shares outstanding— 
Class B Common Stock, $0.0001 par value; 1,000,000 shares authorized; 15 shares issued and outstanding— — — 
Additional paid-in capital926,910 — 926,910 
Accumulated deficit(631,241)(2,813)(c)(634,054)
Accumulated other comprehensive loss(209)— (209)
Noncontrolling interest194,963 — 194,963 
TOTAL EQUITY490,432 (2,813)487,619 
TOTAL LIABILITIES AND EQUITY$26,825,989 $(26,472)$26,799,517 
(a)    Amount relates to the estimated cash consideration to be received for the sale of BNT and ANTIC based on March 31, 2023 tangible net worth and Statutory Accounting Principles (SAP) Surplus balances as defined in the Securities Purchase Agreement.
(b)    Amounts attributable to BNT and ANTIC.
(c)    Amount represents the estimated loss on the sale of the BNT and ANTIC entities.


Finance of America Companies Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
(In thousands, except share data)
Exhibit 99.2
For the three months ended March 31, 2023
Successor
Finance of America Companies Inc. and Subsidiaries as ReportedTransaction AdjustmentsFinance of America Companies Inc. and Subsidiaries
Pro Forma
REVENUES
Loss on sale and other income from loans held for sale, net$(12,426)$— $(12,426)
Net fair value gains on loans and related obligations176,394 — 176,394 
Fee income6,352 — 6,352 
Net interest expense:
Interest income2,091 — 2,091 
Interest expense(31,556)— (31,556)
Net interest expense(29,465)— (29,465)
TOTAL REVENUES140,855 — 140,855 
EXPENSES
Salaries, benefits, and related expenses40,814 — 40,814 
Occupancy, equipment rentals, and other office related expenses1,909 — 1,909 
General and administrative expenses41,054 — 41,054 
TOTAL EXPENSES83,777 — 83,777 
OTHER, NET936 — 936 
NET INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES58,014 — 58,014 
Provision for income taxes from continuing operations2,532 — 2,532 
NET INCOME FROM CONTINUING OPERATIONS55,482 — 55,482 
NET LOSS FROM DISCONTINUED OPERATIONS(40,890)4,031 (a)(36,859)
NET INCOME14,592 4,031 18,623 
Net income attributable to noncontrolling interest from continuing operations36,755 — 36,755 
Net loss attributable to noncontrolling interest from discontinued operations(25,217)2,703 (a)(22,514)
NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO CONTROLLING INTEREST18,727 — 18,727 
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO CONTROLLING INTEREST(15,673)1,328 (14,345)
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST$3,054 $1,328 $4,382 
EARNINGS PER SHARE
Basic weighted average shares outstanding64,016,845 64,016,845 
Basic net income per share from continuing operations$0.29 $0.29 
Basic net income per share$0.05 $0.07 
Diluted weighted average shares outstanding190,301,012 190,301,012 
Diluted net income per share from continuing operations$0.22 $0.22 
Diluted net income per share$0.07 $0.09 
(a)    Amounts attributable to BNT and ANTIC.


Finance of America Companies Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
(In thousands, except share data)
Exhibit 99.2
For the year ended December 31, 2022
Successor
Finance of America Companies Inc. and Subsidiaries as ReportedTransaction AdjustmentsFinance of America Companies Inc. and Subsidiaries
Pro Forma
REVENUES
Gain on sale and other income from loans held for sale, net$211,018 $— $211,018 
Net fair value gains on loans and related obligations104,194 — 104,194 
Fee income362,130 (143,718)(a)218,412 
Net interest expense:
Interest income47,636 (961)(a)46,675 
Interest expense(151,737)— (151,737)
Net interest expense(104,101)(961)(105,062)
TOTAL REVENUES573,241 (144,679)428,562 
EXPENSES
Salaries, benefits, and related expenses663,325 (57,918)(a)605,407 
Occupancy, equipment rentals, and other office related expenses28,389 (1,792)(a)26,597 
General and administrative expenses456,901 (94,639)(a)362,262 
TOTAL EXPENSES1,148,615 (154,349)994,266 
IMPAIRMENT OF INTANGIBLES AND OTHER ASSETS(192,509)— (192,509)
OTHER, NET35,831 (3,255)(a)32,576 
NET LOSS BEFORE INCOME TAXES(732,052)6,415 (725,637)
Benefit for income taxes(16,524)1,529 (a), (b)(14,995)
NET LOSS(715,528)4,886 (710,642)
Noncontrolling interest(524,846)4,673 (a)(520,173)
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST$(190,682)$213 $(190,469)
EARNINGS PER SHARE
Basic weighted average shares outstanding62,298,532 62,298,532 
Basic net loss per share$(3.06)$(3.06)
Diluted weighted average shares outstanding188,236,513 188,236,513 
Diluted net loss per share$(3.12)$(3.10)
(a)    Amounts attributable to BNT and ANTIC.
(b) The statutory federal rate is 21%. The actual rate used in the transaction adjustment varies from the statutory federal rate because of both the removal of specific tax provision directly attributable to regarded corporate subsidiaries within BNT and ANTIC of $0.5 million, as well as $2.0 million less tax benefit available at the Company, on a consolidated basis, in this period, resulting from the pro forma adjustment for the nine months ended December 31, 2021. Also, refer to the accompanying notes to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.


Finance of America Companies Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
(In thousands, except share data)
Exhibit 99.2
For the nine months ended December 31, 2021
Successor
Finance of America Companies Inc. and Subsidiaries as ReportedTransaction AdjustmentsFinance of America Companies Inc. and Subsidiaries
Pro Forma
REVENUES
Gain on sale and other income from loans held for sale, net$564,525 $— $564,525 
Net fair value gains on loans and related obligations341,750 — 341,750 
Fee income386,065 (194,268)(a)191,797 
Net interest expense:
Interest income43,925 (59)(a)43,866 
Interest expense(107,694)— (107,694)
Net interest expense(63,769)(59)(63,828)
TOTAL REVENUES1,228,571 (194,327)1,034,244 
EXPENSES
Salaries, benefits, and related expenses768,105 (57,943)(a)710,162 
Occupancy, equipment rentals, and other office related expenses23,389 (1,201)(a)22,188 
General and administrative expenses392,262 (100,821)(a)291,441 
TOTAL EXPENSES1,183,756 (159,965)1,023,791 
IMPAIRMENT OF GOODWILL AND INTANGIBLE ASSETS(1,380,630)— (1,380,630)
OTHER, NET14,142 (376)(a)13,766 
NET LOSS BEFORE INCOME TAXES(1,321,673)(34,738)(1,356,411)
Benefit for income taxes(20,671)(5,568)(a), (b)(26,239)
NET LOSS(1,301,002)(29,170)(1,330,172)
Noncontrolling interest(929,202)(21,223)(a)(950,425)
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST$(371,800)$(7,947)$(379,747)
EARNINGS PER SHARE
Basic weighted average shares outstanding59,849,638 59,849,638 
Basic net loss per share$(6.21)$(6.35)
Diluted weighted average shares outstanding190,597,249 190,597,249 
Diluted net loss per share$(6.52)$(6.66)
(a)    Amounts attributable to BNT and ANTIC.
(b) The statutory federal rate is 21%. The actual rate used in the transaction adjustment varies from the statutory federal rate because of both the removal of specific tax provision directly attributable to regarded corporate subsidiaries within BNT and ANTIC of $3.6 million, as well as $2.0 million additional tax benefit that would have resulted at the Company, on a consolidated basis, from the removal of flow-through earnings from disregarded subsidiaries within BNT and ANTIC. Also, refer to the accompanying notes to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.


Finance of America Companies Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
(In thousands)
Exhibit 99.2
For the three months ended March 31, 2021
Predecessor
Finance of America Companies Inc. and Subsidiaries as ReportedTransaction AdjustmentsFinance of America Companies Inc. and Subsidiaries
Pro Forma
REVENUES
Gain on sale and other income from loans held for sale, net$291,334 $— $291,334 
Net fair value gains on loans and related obligations76,663 — 76,663 
Fee income161,371 (58,407)(a)102,964 
Net interest expense:
Interest income12,661 (28)(a)12,633 
Interest expense(34,366)— (34,366)
Net interest expense(21,705)(28)(21,733)
TOTAL REVENUES507,663 (58,435)449,228 
EXPENSES
Salaries, benefits, and related expenses238,530 (16,534)(a)221,996 
Occupancy, equipment rentals, and other office related expenses7,597 (487)(a)7,110 
General and administrative expenses127,187 (29,957)(a)97,230 
TOTAL EXPENSES373,314 (46,978)326,336 
OTHER, NET(8,892)(934)(a)(9,826)
NET INCOME BEFORE INCOME TAXES125,457 (12,391)113,066 
Provision (benefit) for income taxes1,137 (1,176)(a), (b)(39)
NET INCOME124,320 (11,215)113,105 
Contingently redeemable noncontrolling interest4,260 — 4,260 
Noncontrolling interest201 (88)(a)113 
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST$119,859 $(11,127)$108,732 
(a)    Amounts attributable to BNT and ANTIC.
(b) As the consolidated organization in the Predecessor period operated as a flow-through entity which was not subject to U.S. federal and state income taxes, the tax effect is only the specific taxes directly attributable to regarded corporate subsidiaries within BNT and ANTIC.


Finance of America Companies Inc. and Subsidiaries
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
(In thousands)
Exhibit 99.2
For the year ended December 31, 2020
Predecessor
Finance of America Companies Inc. and Subsidiaries as ReportedTransaction 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 $— $1,178,995 
Net fair value gains on loans and related obligations311,698 — 311,698 
Fee income389,869 (129,191)(a)260,678 
Net interest expense:
Interest income42,584 (167)(a)42,417 
Interest expense(123,001)16 (a)(122,985)
Net interest expense(80,417)(151)(80,568)
TOTAL REVENUES1,800,145 (129,342)1,670,803 
EXPENSES
Salaries, benefits, and related expenses868,265 (41,610)(a)826,655 
Occupancy, equipment rentals, and other office related expenses29,621 (1,877)(a)27,744 
General and administrative expenses395,871 (63,664)(a)332,207 
TOTAL EXPENSES1,293,757 (107,151)1,186,606 
OTHER, NET(6,131)(567)(a)(6,698)
NET INCOME BEFORE INCOME TAXES500,257 (22,758)477,499 
Provision for income taxes2,344 (2,063)(a), (b)281 
NET INCOME497,913 (20,695)477,218 
Contingently redeemable noncontrolling interest(21,749)— (21,749)
Noncontrolling interest1,274 (964)(a)310 
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST$518,388 $(19,731)$498,657 
(a)    Amounts attributable to BNT and ANTIC.
(b) As the consolidated organization in the Predecessor period operated as a flow-through entity which was not subject to U.S. federal and state income taxes, the tax effect is only the specific taxes directly attributable to regarded corporate subsidiaries within BNT and ANTIC.




Finance of America Companies Inc. and Subsidiaries
Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)
Exhibit 99.2
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 Incenter Transaction. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2023 (Successor), the year ended December 31, 2022 (Successor), the nine months ended December 31, 2021 (Successor), the three months ended March 31, 2021 (Predecessor), and the year ended December 31, 2020 (Predecessor) are presented as if the Incenter Transaction was completed on January 1, 2020. The unaudited pro forma condensed consolidated statement of financial condition as of March 31, 2023 gives effect to the Incenter Transaction as if it were completed on March 31, 2023. The transaction adjustments for the Incenter Transaction consist of those necessary to account for the Incenter Transaction 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.