Quarterly report pursuant to Section 13 or 15(d)

Earnings Per Share

v3.22.1
Earnings Per Share
 3 Months Ended
Mar. 31, 2022
Earnings Per Share [Abstract]  
Earnings per share
26.    Earnings Per Share
Basic net income per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding during the Successor period. Diluted net income per share is based on the weighted average number of shares of Class A Common Stock issued and outstanding and the effect of all dilutive common stock equivalents and potentially dilutive share based compensation awards outstanding during the Successor period.
For the Predecessor periods, FoA Equity’s capital structure consisted of a single class of outstanding membership units which are held by one member, UFG. Therefore, the Company has omitted earnings per unit for the Predecessor periods presented due to the limited number of LLC unit holders.
The following tables reconcile the numerators and denominators used in the computations of both basic and diluted earnings per share for the Successor periods (in thousands, except share data and per share amounts):
 
    
For the three

months ended
March 31, 2022
  
    
Successor
  
Basic net loss per share:
         
Numerator
         
Net loss
   
$
(63,995
) 
Less: loss attributable to noncontrolling interests
(1)
   
 
(55,502
) 
    
 
 
  
Net loss attributable to holders of Class A Common Stock - basic
   
$
(8,493
) 
    
 
 
  
Denominator
         
Weighted average shares of Class A Common Stock outstanding - basic
   
 
60,773,891
 
    
 
 
  
Basic net loss per share
   
$
(0.14
) 
    
 
 
  
 
(1)
 
The Class A LLC Units of FoA Equity, held by the Continuing Unitholders, which comprise the noncontrolling interest in the Company, represents a participating security. Therefore, the numerator was adjusted to reduce net income by the amount of net income attributable to noncontrolling interests.
Additionally, the Class B Common Stock does not participate in earnings or losses of the Company and therefore is not a participating security. The Class B Common Stock has not been included in either the basic or diluted net income per share calculations.
Loss attributable to noncontrolling interest includes an allocation of expense related to the A&R MLTIP. See Note 21 — Equity Based Compensation for additional details.
 
    
For the three
months ended
March 31, 2022
  
    
Successor
  
Diluted net loss per share:
         
Numerator
         
Net loss attributable to holders of Class A Common Stock
   
$
(8,493
) 
Reallocation of net loss assuming exchange of Class A LLC Units
(1)
   
 
(48,753
) 
    
 
 
  
Net loss attributable to holders of Class A Common Stock - diluted
   
$
(57,246
) 
    
 
 
  
Denominator
         
Weighted average shares of Class A Common Stock outstanding - basic
   
 
60,773,891
 
Effect of dilutive securities:
         
Assumed exchange of weighted average Class A LLC Units for shares of Class A Common Stock
(2)
   
 
128,675,045
 
    
 
 
  
Weighted average shares of Class A Common Stock outstanding - diluted
   
 
189,448,936
 
    
 
 
  
Diluted net loss per share
   
$
(0.30
) 
    
 
 
  
 
(1)
 
This adjustment assumes the
after-tax
elimination of noncontrolling interest due to the assumed exchange of all Class A LLC Units outstanding for shares of Class A Common Stock in FoA as of the beginning of the period following the
if-converted
method for calculating diluted net income (loss) per share.
Following the terms of the A&R LLC Agreement, the Class A LLC unitholders will initially bear approximately 85% of the cost of any vesting associated with the Replacement RSUs and Earnout Right RSUs prior to any distribution by the Company to such Class A LLC unitholders. The remaining compensation cost associated with the Replacement RSUs and Earnout Right RSUs will be born by FoA for the share attributable to Blackstone Tactical Opportunities Fund (Urban Feeder) - NQ L.P., a Delaware limited partnership (“Blocker”). As a result of the application of the
if-converted
method, in arriving at diluted net loss per share, the entirety of the compensation cost associated with vesting of the Replacement RSUs and Earnout Right RSUs is assumed to be included in the net loss attributable to holders of the Company’s Class A Common Stock.
 
(2)
 
The diluted weighted average shares outstanding of Class A Common Stock includes the effects of the
if-converted
method to reflect the provisions of the Exchange Agreement and assumes the Class A LLC Units held by Continuing Unitholders, representing the noncontrolling interest, exchange their units on a
one-for-one
basis for shares of Class A Common Stock in FoA.
In addition to the Class A LLC Units, the Company also had RSUs outstanding during the Successor three months ended March 31, 2022. The effects of the RSUs following the treasury stock method have been excluded from the computation of diluted net loss per share given that the
if-converted
method was determined to be more dilutive.