Quarterly report pursuant to Section 13 or 15(d)

Discontinued Operations

v3.23.2
Discontinued Operations
 6 Months Ended
Jun. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
4. Discontinued Operations
In 2022 and 2023, the Company reevaluated the business strategy and implemented a series of transformational actions to restructure the organization into a modern retirement solutions platform. This plan included the wind-down of the previously reported Mortgage Originations segment and sale of the previously reported Commercial Originations and Lenders Services segments. This constitutes a strategic shift that has or will have a major effect on our operations and financial results. As such, the results of our previously reported Mortgage Originations, Commercial Originations, and Lenders Services segments are reported as discontinued operations for all periods presented, in accordance with ASC 205.
Mortgage Originations Segment
On October 20, 2022, the Board of the Company authorized a plan to discontinue the operations of the Company’s previously reported Mortgage Originations segment, other than the Home Improvement channel. The Disposition commenced in the fourth quarter of 2022 and was completed on February 28, 2023. The operations of the Home Improvement channel are now reported as part of the Company's Retirement Solutions segment.
Lender Services Segment
On February 1, 2023, the Company's indirect subsidiary, Incenter, entered into an agreement to sell one hundred percent of (i) the issued and outstanding shares of capital stock of ANTIC, a direct subsidiary of Incenter and an indirect subsidiary of the Company, and (ii) the issued and outstanding membership interests of BNT, a direct subsidiary of Incenter and an indirect subsidiary of the Company. The closing of the ANTIC and BNT sale was completed on July 3, 2023. Refer to Note 25 - Subsequent Events for additional information. The Company has historically included the operations of ANTIC and BNT in its previously reported Lender Services operating segment.
On March 30, 2023, the FoA Equity Board authorized a plan to sell assets making up the remainder of the Company's previously reported Lender Services operating segment, with the exception of its Incenter Solutions LLC operating service subsidiary. The operations of Incenter Solutions LLC are now reported as part of the Company's Corporate and Other segment. The Company sold the remainder of the assets on June 30, 2023 in two separate transactions for an aggregate consideration of $17.5 million which includes $4.8 million in cash and a $12.7 million note receivable.
Commercial Originations Segment
On February 19, 2023, the Company entered into an agreement to sell certain operational assets of FAM operating as FACo. This transaction closed on March 14, 2023. The Company has historically included the operations of FACo in its previously reported Commercial Originations operating segment.
The following table summarizes the major classes of assets and liabilities classified as discontinued operations as of June 30, 2023 and December 31, 2022 (in thousands):

June 30, 2023 December 31, 2022
Assets
Cash and cash equivalents $ 26,467  $ 36,212 
Restricted cash 312  311 
Loans held for sale, at fair value —  141,994 
Derivative assets —  676 
Fixed assets and leasehold improvements, net 3,745  9,884 
Intangible assets, net 59,071  77,436 
Other assets, net 34,811  46,847 
Assets of discontinued operations $ 124,406  $ 313,360 
Liabilities
Other financing lines of credit $ —  $ 127,735 
Payables and other liabilities 55,119  99,379 
Liabilities of discontinued operations $ 55,119  $ 227,114 
The following table summarizes the major components of net loss from discontinued operations for the dates indicated (in thousands):

For the three months ended June 30, 2023 For the six months ended June 30, 2023 For the three months ended June 30, 2022 For the six months ended June 30, 2022
Revenues
Gain (loss) on sale and other income from loans held for sale, net $ (118) $ 278  $ 76,568  $ 184,709 
Net fair value gains (losses) on loans and related obligations —  308  (552) 6,913 
Fee income 35,497  68,125  81,841  184,272 
Net interest income (expense):
Interest income 311  828  14,244  26,933 
Interest expense (150) (970) (9,809) (19,159)
Net interest income (expense) 161  (142) 4,435  7,774 
Total revenues 35,540  68,569  162,292  383,668 
Expenses
Salaries, benefits, and related expenses 19,851  50,702  135,490  285,467 
Occupancy, equipment rentals, and other office related expenses 879  1,851  5,562  11,210 
General and administrative expenses 28,801  57,334  71,142  153,843 
Total expenses 49,531  109,887  212,194  450,520 
Impairment of intangibles and other assets(1)
(3,400) (4,455) —  — 
Other, net(2)
11,010  1,921  978  2,766 
Net loss from discontinued operations before income taxes (6,381) (43,852) (48,924) (64,086)
Provision (benefit) for income taxes from discontinued operations (4,524) (1,105) 1,261  (4,352)
Net loss from discontinued operations (1,857) (42,747) (50,185) (59,734)
Net loss attributable to noncontrolling interest from discontinued operations (2,336) (27,553) (30,722) (45,021)
Net income (loss) from discontinued operations attributable to controlling interest $ 479  $ (15,194) $ (19,463) $ (14,713)
(1) The Company evaluates the carrying value of long-lived assets, including intangible assets, fixed assets, leasehold improvements as well as right-of-use assets in operating leases when indicators of impairment exist in accordance with ASC 360, Property, Plant, and Equipment. Based on the analyses, the Company recognized impairment charges related to the sales of the previously reported Lender Services and Commercial Originations segments.
(2) Amounts include gains on disposals of $12.2 million and $2.0 million for the three and six months ended June 30, 2023, respectively.
The Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2023 and 2022 included the following material activities related to discontinued operations (in thousands):
For the six months ended June 30, 2023 For the six months ended June 30, 2022
Gain on sale and other income from loans held for sale, net $ 278  $ 184,709 
Unrealized fair value changes on loans, related obligations, and derivatives 308  6,913 
Impairment of intangibles and other assets 4,455  — 
Depreciation and amortization 2,778  12,241 
Acquisition of fixed assets (1,815) (4,560)