Finance of America Companies Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Earnings Per Share

Earnings Per Share

9 Months Ended

Sep. 30, 2022

25. 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 September 30, 2022		For the nine months ended September 30, 2022		For the three months ended September 30, 2021		For the six months ended September 30, 2021		For the three months ended March 31, 2021
	Successor								Predecessor
Basic net earnings (loss) per share:
Numerator
Net earnings (loss)	$	(301,700)	$	(533,518)	$	50,110	$	35,286	N/A
Less: Earnings (loss) attributable to noncontrolling interest(1)	(217,214)		(399,859)		28,726		11,637		N/A
Net income (loss) attributable to holders of Class A Common Stock - basic	$	(84,486)	$	(133,659)	$	21,384	$	23,649	N/A

Denominator
Weighted average shares of Class A Common Stock outstanding - basic	62,804,809		61,993,353		59,861,171		59,871,386		N/A

Basic net earnings (loss) per share	$	(1.35)	$	(2.16)	$	0.36	$	0.39	N/A

(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 interest.

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 Amended and Restated Long-Term Incentive Plan (“A&R MLTIP”).


	For the three months ended September 30, 2022		For the nine months ended September 30, 2022		For the three months ended September 30, 2021		For the six months ended September 30, 2021			For the three months ended March 31, 2021
	Successor								Predecessor
Diluted net loss per share:
Numerator
Net income (loss) attributable to holders of Class A Common Stock	$	(84,486)	$	(133,659)	$	21,384	$	23,649		N/A
Reallocation of net income (loss) assuming exchange of Class A LLC Units (1)	—		(307,401)		21,475		9,476			N/A
Net loss attributable to holders of Class A Common Stock - diluted	$	(84,486)	$	(441,060)	$	42,859	$	33,125		N/A

Denominator
Weighted average shares of Class A Common Stock outstanding - basic	62,804,809		61,993,353		59,861,171		59,871,386			N/A
Effect of dilutive securities:
Assumed exchange of weighted average Class A LLC Units for shares of Class A Common Stock (2)	—		126,382,592		131,300,259		131,309,223			N/A
Weighted average shares of Class A Common Stock outstanding - diluted	62,804,809		188,375,945		191,161,430		191,180,609			N/A

Diluted net loss per share	$	(1.35)	$	(2.34)	$	0.22	$	0.17		N/A

Weighed-average anti-dilutive securities excluded from the computation of diluted earnings per share	For the three months ended September 30, 2022		For the nine months ended September 30, 2022		For the three months ended September 30, 2021		For the six months ended September 30, 2021			For the three months ended March 31, 2021
	Successor								Predecessor

Restricted stock units	—		951,833		—		—			N/A
Class A LLC Units of FoA Equity that are convertible into Class A Common Stock	125,073,127		—		—		—			N/A

(1) For the three months ended September 30, 2022, the effect of the elimination of the noncontrolling interest due to the assumed exchange of all Class A LLC Units outstanding for shares of Class A Common Stock in FoA was determined to be anti-dilutive under the if-converted method. As such, the effect has been excluded from the calculation of diluted net loss per share. For the nine months ended September 30, 2022, 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 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 income (loss) per share for the nine months ended September, 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 income (loss) attributable to holders of the Company’s Class A Common Stock.

(2) For the the three months ended September 30, 2022, the diluted weighted average shares outstanding of Class A Common Stock excludes 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 as a result of such conversion being anti-dilutive. For the nine months ended September 30, 2022, 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 as a result of such conversion being anti-dilutive.

In addition to the Class A LLC Units, the Company also had RSUs outstanding during the Successor three and nine months ended September 30, 2022. For the three months ended September 30, 2022, the effects of the RSUs was determined to be anti-dilutive following both the if-converted and treasury stock methods, and as such were excluded from the calculation of diluted net loss per share. For the nine months ended September 30, 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.