The Company’s activities are subject to significant risks and uncertainties, including the ability of management to adequately develop its service lines, acquire adequate customer and revenue bases, and overall market demand for its services. In addition, the Company engages in various trading and brokerage activities in which counterparties primarily include broker-dealers, banks and other financial institutions. In the event counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is the Company’s policy to review, as necessary, the credit standing of each counterparty.

Financial instruments, which potentially subject the Company to credit risk, consist of cash and cash equivalents, derivatives, loans held for sale, and loans held for investment.

The Company invests its excess cash balances that may exceed federal insured limits with financial institutions evaluated as being creditworthy, primarily in money market accounts which are exposed to minimal interest rate and credit risk. The balances of these accounts are insured by the Federal Deposit Insurance Corporation, subject to certain limitations.

Credit risk is reduced by the Company’s underwriting standards, monitoring pledged collateral and other monitoring procedures performed by management. The Company’s credit exposure for amounts due from investors and derivative related receivables is minimized since its policy is to sell mortgages only to highly reputable and financially sound financial institutions.

 

Mortgage loans are sold or financed through one of the following methods: (i) sales or financing securitizations to or pursuant to programs sponsored by FNMA, FHLMC, and Ginnie Mae, or (ii) sales or financing securitizations issued to private investors. The Company sold $20,516.1 million for the Successor period from April 1, 2021 to December 31, 2021, $million for the Predecessor period from January 1, 2021 to March 31, 2021, $27,229.1 million for the year ended December 31, 2020 (Predecessor), and $12,448.6 million for the year ended December 31, 2019 (Predecessor) in mortgage loans to FNMA, FHLMC and Ginnie Mae. The Company sold to or securitized with private investors $7,439.8 million for the Successor period from April 1, 2021 to December 31, 2021, and $1,724.3 million for the Predecessor period from January 1, 2021 to March 31, 2021 in mortgage loans. The Company sold to or securitized with private investors $5,855.2 million and $6,471.2 million for the Predecessor years ended December 31, 2020 and 2019, respectively, in mortgage loans.

For the Successor period from April 1, 2021 to December 31, 2021, the sale or financing securitizations issued to private investors consisted of 18.6% reverse mortgage loans, 6.1% commercial loans, and 75.3% residential mortgage loans. For the Predecessor period from January 1, 2021 to March 31, 2021, the sale or financing securitizations issued to private investors consisted of 33.1% (“NABO”) loans, 14.1% commercial loans, and 52.8% residential mortgage loans.

The Company’s sales or financing securitizations issued to private investors for the Predecessor year ended December 31, 2020 consisted of 34.1% reverse mortgage loans, 4.0% agency reverse mortgage loans, 7.6% commercial loans, 16.1% NABO loans, and 38.2% residential mortgage loans. The Company’s sales or financing securitizations issued to private investors for the Predecessor year ended December 31, 2019 consisted of 23.1% reverse mortgage loans, 5.7% commercial loans, 8.7% NABO loans, 13.0% agency reverse mortgage loans, and 49.5% residential mortgage loans.

The Company is partially owned by Libman Family Holdings, LLC, certain investment funds affiliated with Blackstone and other through FoA and/or Class A LLC Units in FoA Equity. In the ordinary course of conducting business, a portion of these mortgage loans sold or financed relate to transactions that the Company enters into with a counterparty that is a company separately owned by certain other investment funds affiliated with Blackstone. The nature of its business interactions with this counterparty may allow the Company to negotiate preferential terms of commercial transactions that may not be available for other parties on an basis. These commercial transactions include the transfer of certain residential mortgage loans, in which the Company may receive an ongoing service fee. The Company sold mortgage loans to Blackstone portfolio companies of $424.8 million for the Successor period from April 1, 2021 to December 31, 2021, and $84.6 million for the Predecessor period from January 1, 2021 to March 31, 2021. The Company sold mortgage loans to Blackstone portfolio companies of $168.7 million and $85.8 million for the Predecessor years ended December 31, 2020 and 2019, respectively. The Company has recognized gains on the sale of mortgages related to transactions with Blackstone portfolio companies of $17.3 million for the Successor period from April 1, 2021 to December 31, 2021 and $4.0 million for the Predecessor period from January 1, 2021 to March 31, 2021. The Company recognized gains on the sale of mortgages related to transactions with Blackstone portfolio companies of $7.9 million and $3.0 million for the Predecessor years ended December 31, 2020 and 2019, respectively.

In July 2017, the Company entered into a $45.0 million mezzanine financing agreement with a company, separately owned by other investment funds affiliated with Blackstone, secured by a junior lien in mortgage assets pledged to certain senior secured warehouse facilities. This facility was structured as a loan and security agreement. The funds advanced are generally repaid using collections from the underlying assets to the extent remaining after the payment of any senior debt or the proceeds from the sale or securitization of the underlying assets or distribution from underlying securities, although prior payment may be required based on, among other things, certain breaches of representations and warranties or other events of default. This financing

agreement was amended in May 2021 from $45.0 million to $25.0 million. As of December 31, 2021 (Successor) and December 31, 2020 (Predecessor) the Company had outstanding borrowings of $21.5 million and $21.5 million, respectively.

The mortgaged properties securing the residential loans that we service are geographically dispersed throughout the United States. Certain states may experience future weakened economic conditions or greater rates of decline in real estate values than the United States in general. In addition, certain states may change their licensing or other regulatory requirement to make servicing loans in these states cost-prohibitive.

The table below provides the percentage of residential mortgage loans serviced by the location in which the home securing the loan is located and is based on the outstanding UPB. “Other” consists of loans in states in which concentration individually represents less than 5% of total remaining UPB.

 

The following table provides the percentage of residential mortgage loans serviced by loans with GSEs (“Agency”) and those with private investors by period.

 

FAR originates, buys and sells HECMs, commonly referred to as reverse mortgages, and securitizes and sells the HECMs as HMBS. FAR is subject to approval of, and is heavily regulated by, federal and state regulatory agencies as a mortgage lender, Ginnie Mae issuer, broker and servicer.

The secondary market for the FHA insured HECM loans is not assured; to the extent the program requires Congressional appropriations in future years, which are not forthcoming, the program could be jeopardized; and/or, consumer demand could be reduced if FHA actions result in a reduction of initial principal limit available to borrowers.

FAR depends on its ability to securitize reverse mortgages, subsequent draws, mortgage insurance premiums and servicing fees, and would be adversely affected if the ability to access the secondary market were to be limited.

 

Concentrations of credit risk associated with reverse mortgage loans are limited due to the large number of customers and their dispersion across many geographic areas. The table below provides the percentage of reverse loans in the Company’s Consolidated Statements of Financial Condition by the location in which the home securing the loan is located and is based on their remaining UPBs. “Other” consists of loans in states in which concentration individually represents less than 5% of total remaining UPB.

 

A significant portion of the Company’s reverse mortgage products are originated within the state of California. The Company’s reverse mortgage production concentration by location is presented in the following table. The Company’s total origination volume in any other states did not exceed 5% of the total origination volume, and were included in the “Other” balance.

 

The following table provides the percentage of reverse mortgage loans serviced by loans with GSEs (“Agency”) and those with private investors by period.

 

 

 

Loans previously repurchased out of HECM Buyouts that were subsequently securitized also contain concentrations of credit risk as they are limited due to the dispersion across many geographic areas. The table below provides the percentage of securitized nonperforming HECM buyouts in the Company’s Consolidated Statements of Financial Condition by the location in which the home securing the loan is located and is based on their remaining UPBs. “Other” consists of loans in states in which concentration individually represents less than 5% of total remaining UPB.

 

Puerto Rico’s economy has been in a serious recession since the second quarter of 2006, and its economic downturn has been generally much worse than that of the United States. Further, Hurricane Maria in 2017 has further stressed the economy and infrastructure in Puerto Rico, resulting in extensive loss of water supplies and electricity.

Regulatory agencies require all properties in affected areas to be inspected for “acceptable” condition prior to any transaction occurring with or on behalf of the GSEs or HUD (including foreclosure sale, property conveyance, sale/funding/transfers of originated loans to third parties, etc.). This required inspection may cause delays in foreclosures and settlement of claims. Additionally, in certain circumstances when there are uninsured losses, the Company may be responsible for repairs to the properties if not done by the homeowner.

In its determination of fair value amounts for loans that are in disaster impacted areas, the Company has provided for increased expectations of loss severities due to delays in processing claims and uninsured losses. These estimates are based on management’s best estimates of anticipated losses. Actual results may differ from the estimates due to external factors.

 

The economies of states where mortgage properties are concentrated may be adversely affected to a greater degree than the economies of other areas of the country. The table below provides the percentage of commercial loans on the Company’s Consolidated Statements of Financial Condition by the location in which the home securing the loan is located and is based on their remaining UPBs. “Other” consists of loans in states in which concentration individually represents less than 5% of total remaining UPB.

 

The Company’s title and closing revenue had two major referral partners accounting for approximately 22% and 21% of revenue for the Successor period from April 1, 2021 to December 31, 2021 and Predecessor period from January 1, 2021 to March 31, 2021, respectively. The two major referral partners accounted for approximately 23% and 24% of the Company’s title and closing revenue for the years ended December 31, 2020 and 2019 (Predecessor), respectively.

Ratings have always been an important factor in establishing the competitive position of insurance companies. Ratings reflect the opinion of a rating agency with regard to an insurance company’s or insurance holding company’s financial strength, operating performance and ability to meet its obligations to policyholders and are not evaluations directed to investors. The Company’s insurance subsidiary is rated by Demotech and, as of December 31, 2021 (Successor), the rating assigned was A (Exceptional). The Company is subject to continued periodic review by the rating agency and the continued retention of the rating cannot be assured. If the rating is reduced from the current level or the ratings of the Company’s insurance title underwriter are downgraded, the results of operations could be adversely affected.