– Pretax Income Grew 65% From Prior Quarter And
2020 YTD More Than Quintupled From Prior Year – – Funded Volume
Grew 10% From Prior Quarter And 2020 YTD Increased 68% From Prior
Year – – Raises Full Year 2020 Outlook – – Investor Call Scheduled
For Tuesday, December 1, 2020 At 5:00 pm Eastern Time –
Finance of America Companies, (“Finance of America”)
which is expected to complete a business combination with Replay
Acquisition Corp. (NYSE: RPLA) (“Replay Acquisition”) that will
result in Finance of America becoming a publicly-listed company,
reported preliminary quarter ended September 30, 2020 results.
Finance of America is a diversified, vertically integrated lending
platform. The Company operates in three lending segments: Forward
Originations, Reverse Originations, Commercial Originations, and
two non-lending segments: Lender Services and Portfolio
Management.
Third Quarter 2020 Highlights
- Total funded volume grew 10% to $9.17 billion, compared to
$8.35 billion in the prior quarter
- Total net rate lock volume rose 37% to $9.29 billion, compared
to $6.80 billion in the prior quarter
- Total revenues increased 30% to $605 million, compared to $465
million in the prior quarter
- Pre-tax net income grew 65% to $242 million, compared to $147
million in the prior quarter
- Adjusted EBITDA* was up 54% to $235 million, compared to $153
million in the prior quarter
Year-To-Date 2020 Highlights
- Total funded volume increased 68% to $22.86 billion, compared
to $13.63 billion in 2019
- Total net rate lock volume grew 78% to $22.3 billion, compared
to $12.6 billion in 2019
- Total revenues rose 95% to $1.25 billion, compared to $644
million in 2019
- Pre-tax net income grew 451% to $347 million, compared to $63
million in 2019
- Adjusted EBITDA* improved 319% to $423 million, compared to
$101 million in 2019
*See reconciliation of Adjusted EBITDA to Pre-tax net
income.
“Finance of America’s outstanding third quarter and year-to-date
results that have more than quintupled over the prior year
demonstrate the power of our diversified lending platform,” stated
Patricia Cook, CEO of Finance of America. “Furthermore, our
platform continues to benefit from the significant and persistent
low interest rates in our forward originations segment. In
addition, our other four segments are well positioned for further
growth. I want to express my immense gratitude to the team members
of Finance of America for their tireless efforts and exceptional
ongoing performance. Beyond our accomplishments to date, the entire
organization is even more excited to build on value we are creating
for all our stakeholders.”
Third Quarter Financial Summary
($ amounts in millions)
Q3’20
Q2’20
Variance (%) Q3'20 vs Q2'20
YTD Q3’20
YTD Q3’19
Variance (%) YTD Q3’20 vs YTD
Q3’19
Funded volume
9,170
8,353
10%
22,857
13,633
68%
Net rate lock volume
9,286
6,801
37%
22,303
12,551
78%
Total revenue
605
465
30%
1,258
644
95%
Total expenses
362
319
13%
911
581
57%
Pre-tax net income
242
147
65%
347
63
451%
Net income
242
146
66%
345
61
466%
Adjusted EBITDA(1)
235
153
54%
423
101
319%
Gain on sale margin, Forward originations
only
4.69%
4.19%
12%
4.21%
3.30%
28%
(1) Reflects updated year-to-date
information. See reconciliation of Adjusted EBITDA to Pre-tax net
income.
Discussion of Third Quarter 2020 Results:
- Earned a record $242 million, an increase of 65% over the prior
quarter, and $347 million year-to-date, an increase of more than
five times the prior year.
- Benefited from record origination volume of $9,170 million
(funded volume) and $9,286 million (net lock volume) and continuing
strong gain on sale margins.
- Successfully resumed Commercial Originations with strong market
response and growth.
- Completed nine asset securitizations in Portfolio Management
segment for $2,650 million through October 2020, including
non-agency reverse mortgage, rehab/construction commercial loans
and HECM buyout loans.
Balance Sheet Highlights
($ amounts in millions)
September 30, 2020
December 31, 2019
Cash and cash equivalents
205
118
Total Assets
19,022
16,584
Total Liabilities
18,008
15,913
CRNCI and Member’s Equity
1,014
671
- Cash and cash equivalents increased $87 million.
- Total assets and liabilities have grown $2,438 million and
$2,095 million, respectively, during 2020 primarily as a result of
the growth in our mortgage loans held for sale and related
interest-rate lock pipeline of $741 million and securitized
mortgage loans held for investment of $1,670 million.
- Retention of originated mortgage servicing rights (MSRs)
portfolio increased by $98 million during 2020. Increases in these
assets were partially offset by a reduction in unsecuritized loans
held for investment of $430 million.
- Combined CRNCI (Contingently Redeemable Noncontrolling
Interest) and Member’s Equity grew $343 million through September
2020 primarily as a result of $345 million of net income for the
year.
Segment Results
Forward Originations
The Forward Originations segment generates revenue through fee
income from loan originations and gain on sale of mortgage loans
into the secondary market.
($ amounts in millions)
Q3’20
Q2’20
Variance (%) Q3'20 vs Q2'20
YTD Q3’20
YTDQ3’19
Variance (%) YTD Q3’20 vs YTD
Q3’19
Funded volume
8,454
7,582
12%
20,257
10,997
84%
Net rate lock volume
9,286
6,801
37%
22,303
12,551
78%
Revenue
444
333
33%
925
383
142%
Gain on sale margin
4.69%
4.19%
12%
4.21%
3.30%
28%
Pre-tax net income
204
117
74%
331
18
1739%
- Produced record originations of $8,454 million (funded volume)
and $9,286 million (net rate lock volume) and pre-tax net income of
$204 million during the third quarter. Pre-tax earnings grew 74%
sequentially over the prior quarter.
- Year to date, funded volume has grown 84% and net rate lock
volume has increased 78% compared to the prior year. Pre-tax net
income of $331 million through September 30 has grown over eighteen
times compared to prior year.
- Growth in segment profitability has been a function of the
overall robust mortgage market as well as increased gain on sale
margins and Company productivity.
Reverse Originations
The Reverse Originations segment generates revenue and earnings
in the form of net origination gains and origination fees earned on
the origination of reverse mortgage loans.
($ amounts in millions)
Q3’20
Q2’20
Variance (%) Q3'20 vs Q2'20
YTD Q3’20
YTD Q3’19
Variance (%) YTD Q3’20 vs YTD
Q3’19
Funded volume
626
770
-19%
2,052
1,801
14%
Revenue
49
55
-11%
139
108
29%
Pre-tax net income
24
33
-27%
74
52
42%
- Reverse Originations earned Pre-tax net income of $24 million
during the third quarter compared to $33 million in the prior
quarter.
- Year to date, funded volume grew 14% and pre-tax net income
increased 42% from the prior year.
- The reduction in Pre-tax net income in the third quarter
corresponded primarily to lower funded loan originations. Compared
to prior year, the Reverse Originations segment benefited from
higher originations and net origination gains.
Commercial Originations
The Commercial Originations segment provides business purpose
lending solutions for residential real estate investors. The
Commercial Originations segment generates revenue and earnings in
the form of net origination gains and origination fees earned on
the origination of mortgage loans.
($ amounts in millions)
Q3’20
Q2’20
Variance (%) Q3'20 vs Q2'20
YTD Q3’20
YTD Q3’19
Variance (%) YTD Q3’20 vs YTD
Q3’19
Funded volume
90
1
8900%
548
835
-34%
Revenue
5
0
500%
24
46
-48%
Pre-tax net income (loss)
-2
-6
67%
-5
10
-150%
- Commercial Originations temporarily suspended loan originations
in March 2020 as a result of market uncertainty during the initial
stages of the COVID-19 pandemic. Loan originations resumed in June
and grew steadily in the third quarter.
- Third quarter segment results were a loss of $2 million,
improving over the prior quarter when originations were
deferred.
Portfolio Management
The Portfolio Management segment generates revenue and earnings
in the form of gain on sale of loans, fair value gains, interest
income, servicing income, fees for underwriting, advisory and
valuation services and other ancillary fees.
($ amounts in millions)
Q3’20
Q2’20
Variance (%) Q3'20 vs Q2'20
YTD Q3’20
YTD Q3’19
Variance (%) YTD Q3’20 vs YTD
Q3’19
Assets under management
16,639
16,145
3%
16,639
14,626
14%
Revenue
42
39
8%
31
49
-37%
Pre-tax net income (loss)
19
18
6%
-30
5
-700%
- Assets under management grew $494 million compared to the prior
quarter as a result of growth in retained reverse mortgage and
commercial investor loans, resulting in an 8% growth in
revenue.
- Year-to-date revenue and pre-tax net income decreased from the
prior year due to fair value adjustments on loans and securities
held for investment.
Lender Services
The Lender Services business generates revenue and earnings in
the form of fees. Lender Services supports over 1,000 third party
clients across the lending industry.
($ amounts in millions)
Q3’20
Q2’20
Variance (%) Q3'20 vs Q2'20
YTD Q3’20
YTD Q3’19
Variance (%) YTD Q3’20 vs YTD
Q3’19
Revenue
53
44
20%
139
79
76%
Pre-tax net income
8
5
60%
15
4
275%
- The Lenders Services segment earned $8 million during the third
quarter primarily as a result of strong title agency and
underwriting revenue and seasonal growth in student loan
fulfillment earnings.
- Year-to-date pre-tax net income increased 275% over prior year
as a result of strong title agency and underwriting revenue related
to the overall robust mortgage market.
Reconciliation to GAAP:
($ amounts in millions)
Q3’20
Q2’20
YTD Q3’20
YTD Q3’19
Pre-tax net income
242
147
347
63
Adjustments for:
Change in fair value of loans and
securities HFI due to market/model assumption changes
-17
0
54
18
Interest expense on non-funding debt
0
2
3
2
Depreciation, amortization, and other
impairments
2
2
7
6
Other fair value adjustments on
earnouts
0
0
0
0
Shared based compensation
-
-
-
3
Change in fair value of minority
investments
-
-
-
-1
Certain non-recurring costs
8
2
12
10
Adjusted EBITDA
235
153
423
101
2020 Outlook
Based on current business conditions, origination trends and
other factors, the Company is raising its previously provided 2020
pre-tax net income outlook to now range from $435 million to $495
million, from $393 million and adjusted EBITDA to range from $535
million to $565 million from $478 million.
Finance of America Equity
Capital LLC and Subsidiaries
Consolidated Statements of
Financial Position
(Amounts in $000s)
09/30/2020
12/31/2019
(unaudited)
ASSETS
Cash and cash equivalents
$
205,444
$
118,083
Restricted cash
308,311
264,581
Reverse mortgage loans held for
investment, subject to HMBS obligations, at fair value
9,811,263
9,480,504
Mortgage loans held for
investment, subject to nonrecourse debt, at fair value
5,180,911
3,511,212
Mortgage loans held for
investment, at fair value
984,475
1,414,073
Mortgage loans held for sale, at
fair value
1,893,555
1,251,574
Debt securities, at fair
value
13,368
114,701
Mortgage servicing rights, at
fair value
100,539
2,600
Derivative assets, at fair
value
114,563
15,553
Fixed assets and leasehold
improvements, less accumulated depreciation and amortization
25,784
26,686
Goodwill
121,754
121,137
Intangible assets, net
16,855
18,743
Due from related parties
1,171
2,814
Other assets
244,023
241,840
Total Assets
$
19,022,016
$
16,584,101
LIABILITIES
HMBS related obligations, at fair
value
$
9,662,342
$
9,320,209
Nonrecourse debt, at fair
value
5,064,324
3,490,196
Other secured lines of credit
2,924,269
2,749,413
Payables and accrued
liabilities
356,929
326,176
Notes payable
145
27,313
Total Liabilities
18,008,009
15,913,307
CRNCI
165,022
187,981
Member's equity
848,985
482,813
Total Liabilities, CRNCI and
Member's Equity
$
19,022,016
$
16,584,101
Finance of America Equity
Capital LLC and Subsidiaries
Consolidated Statements of
Operations
(Amounts in $000s)
Three Months
Three Months
Nine Months
Nine Months
09/30/2020
06/30/2020
09/30/2020
09/30/2019
(unaudited)
(unaudited)
(unaudited)
(unaudited)
REVENUES
Gain on mortgage loans held for sale, net
$
407,926
$
298,291
$
836,901
$
342,514
Net fair value gains on mortgage loans and related obligations
95,955
112,303
221,638
236,891
Fee income
116,905
76,627
263,488
140,522
Net interest expense: Interest income
9,937
11,507
29,615
27,073
Interest expense
(25,935
)
(33,298
)
(93,165
)
(103,072
)
Net interest expense
(15,998
)
(21,791
)
(63,550
)
(75,999
)
Total Revenues
604,788
465,430
1,258,477
643,928
EXPENSES
Salaries, benefits and related expenses
240,381
230,275
615,034
378,420
Occupancy, equipment rentals and other office related expenses
8,184
7,208
22,795
23,358
General and administrative expenses
113,804
81,214
273,584
179,630
Total Expenses
362,369
318,697
911,413
581,408
Net income before taxes
242,419
146,733
347,064
62,520
Provision for income taxes
808
448
1,574
1,206
Net income
241,611
146,285
345,490
61,314
CRNCI
(4,953
)
(2,619
)
(22,959
)
16,518
Noncontrolling interest
276
570
1,076
540
Net income attributable to FOA Equity Capital LLC
$
246,288
$
148,335
$
367,373
$
44,256
Finance of America Equity
Capital LLC and Subsidiaries
Consolidated Statement of
Changes in Member's Equity
(Amounts in $000s)
Member's Equity
NC Interests
AOCI
Total
Balance at December 31, 2019
$
482,719
$
145
$
(51
)
$
482,813
Net Income
367,373
1,076
-
368,449
Member contributions
502
-
-
502
Member distributions
(1,804
)
(1,012
)
-
(2,816
)
Foreign currency translation
-
-
37
37
Balance at September 30, 2020
$
848,790
$
209
$
(14
)
$
848,985
Webcast and Conference call
Management will host a webcast and conference call on Tuesday,
December 1, 2020 at 5:00 pm ET to discuss the Company’s results for
the third quarter ending September 30, 2020.
The conference call will be made available in the Investors
section of the Company's website at
https://www.financeofamerica.com/. To listen to a live broadcast,
go to the site at least 15 minutes prior to the scheduled start
time in order to register.
The conference call can also be accessed by the following
dial-in information:
- 1-877-407-0784 (Domestic)
- 1-201-689-8560 (International)
Replay
A replay of the call will also be available on the Company's
website approximately two hours after the live call through
December 15, 2020. To access the replay, dial 1-844-512-2921
(United States) or 1-412-317-6671 (international). The replay pin
number is 13713598. The replay can also be accessed on the
investors section of the Company's website at
https://www.financeofamerica.com/investors/.
About Finance of America
Finance of America is a diversified, vertically integrated
lending platform. Product offerings include mortgages, reverse
mortgages, and loans to residential real estate investors
distributed across retail, third party network, and digital
channels. In addition, Finance of America offers complementary
lending services to enhance the customer experience, as well as
capital markets and portfolio management capabilities to optimize
distribution to investors. The company is headquartered in Irving,
TX, with the support of leading global asset manager, The
Blackstone Group. www.financeofamerica.com
About Replay Acquisition Corp.
Founded by Edmond Safra, Gregorio Werthein and Gerardo Werthein,
Replay Acquisition Corp. is a NYSE-listed blank check company
incorporated as a Cayman Islands exempted company and formed for
the purpose of effecting a merger, amalgamation, share exchange,
asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses on industries
believed to have favorable prospects and a high likelihood of
generating strong risk-adjusted returns for its shareholders. These
industries include consumer, telecommunications and technology,
energy, infrastructure, financial services and real estate, among
others. www.replayacquisition.com
Important Information About the Proposed Business Combination
and Where to Find It
In connection with the proposed business combination, Finance of
America Companies Inc. (“FoA Inc.”) has filed a Registration
Statement on Form S-4, including a preliminary proxy
statement/prospectus with the SEC. Replay Acquisition’s
shareholders and other interested persons are advised to read, when
available, the Form S-4, including the preliminary proxy
statement/prospectus and the amendments thereto and the definitive
proxy statement/prospectus and documents incorporated by reference
therein filed in connection with the proposed business combination,
as these materials will contain important information about Finance
of America, Replay Acquisition, and the proposed business
combination. When available, the definitive proxy
statement/prospectus and other relevant materials for the proposed
business combination will be mailed to shareholders of Replay
Acquisition as of a record date to be established for voting on the
proposed business combination. Shareholders will also be able to
obtain copies of the preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus, and other documents filed
with the SEC that will be incorporated by reference therein,
without charge, once available, at the SEC’s website at
www.sec.gov, or by directing a request to:
info@replayacquisition.com.
Participants in the Solicitation
Replay Acquisition and its directors and executive officers may
be deemed participants in the solicitation of proxies from Replay
Acquisition’s shareholders with respect to the proposed business
combination. A list of the names of those directors and executive
officers and a description of their interests in Replay Acquisition
will be included in the proxy statement/prospectus for the proposed
business combination and be available at www.sec.gov. Additional
information regarding the interests of such participants will be
contained in the proxy statement/prospectus for the proposed
business combination when available.
Finance of America and its directors and executive officers may
also be deemed to be participants in the solicitation of proxies
from the shareholders of Replay Acquisition in connection with the
proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed business combination will be included in
the proxy statement/prospectus for the proposed business
combination.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Replay
Acquisition’s and Finance of America’s actual results may differ
from their expectations, estimates, and projections and,
consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions (or
the negative versions of such words or expressions) are intended to
identify such forward-looking statements. These forward-looking
statements include, without limitation, Replay Acquisition’s and
Finance of America’s expectations with respect to future
performance and anticipated financial impacts of the proposed
business combination, the satisfaction of the closing conditions to
the proposed business combination, and the timing of the completion
of the proposed business combination.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially, and potentially adversely, from those expressed or
implied in the forward-looking statements. Most of these factors
are outside Replay Acquisition’s and Finance of America’s control
and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of
any event, change, or other circumstances that could give rise to
the termination of the definitive merger agreement (the
“Agreement”); (2) the outcome of any legal proceedings that may be
instituted against Replay Acquisition and Finance of America
following the announcement of the Agreement and the transactions
contemplated therein; (3) the inability to complete the proposed
business combination, including due to failure to obtain approval
of the shareholders of Replay Acquisition and Finance of America,
certain regulatory approvals, or satisfy other conditions to
closing in the Agreement; (4) the occurrence of any event, change,
or other circumstance that could give rise to the termination of
the Agreement or could otherwise cause the transaction to fail to
close; (5) the impact of COVID-19 on Finance of America’s business
and/or the ability of the parties to complete the proposed business
combination; (6) the inability to obtain or maintain the listing of
Replay Acquisition’s shares of common stock on the NYSE following
the proposed business combination; (7) the risk that the proposed
business combination disrupts current plans and operations as a
result of the announcement and consummation of the proposed
business combination; (8) the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of
Finance of America to grow and manage growth profitably, and retain
its key employees; (9) costs related to the proposed business
combination; (10) changes in applicable laws or regulations; (11)
the possibility that Finance of America or Replay Acquisition may
be adversely affected by other economic, business, and/or
competitive factors; and (12) other risks and uncertainties
indicated from time to time in the final prospectus of Replay
Acquisition for its initial public offering and the proxy
statement/prospectus relating to the proposed business combination,
including those under “Risk Factors” therein, and in Replay
Acquisition’s other filings with the SEC. Replay Acquisition and
Finance of America caution that the foregoing list of factors is
not exclusive. Replay Acquisition and Finance of America caution
readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Replay
Acquisition and Finance of America disclaim any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its
expectations or any change in events, conditions, or circumstances
on which any such statement is based, except as required by
law.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
Non-GAAP Financial Measures
We define Adjusted EBITDA as earnings before change in fair
value of loans and securities held for investment due to market or
model assumption changes, interest on non-funding debt,
depreciation, amortization and other impairments, other fair value
adjustments on earnouts, share-based compensation, change in fair
value of minority investments and certain non-recurring costs. We
manage our Company by each of our operating and non-operating
segments: Loan Originations (made up of Forward, Reverse, and
Commercial Originations segments), Portfolio Management, Lender
Services and Corporate and Other. We evaluate the performance of
our segments through the use of Adjusted EBITDA as a non-GAAP
measure. Management considers Adjusted EBITDA important in
evaluating our business segments and the Company as a whole.
Adjusted EBITDA is a supplemental metric utilized by our management
team to assess the underlying key drivers and operational
performance of the continuing operations of the business and our
operating segments. In addition, analysts, investors, and creditors
may use these measures when analyzing our operating performance.
Adjusted EBITDA is not a presentation made in accordance with GAAP
and our use of this measure and term may vary from other companies
in our industry.
Adjusted EBITDA provides visibility to the underlying operating
performance by excluding the impact of certain items, including
income taxes, interest expense on non-funding debt, depreciation of
fixed assets, amortization of intangible assets and other
impairments, share-based compensation, changes in fair value of
loans and securities held for investment due to market or model
assumption changes, change in fair value of minority investments,
and other non-recurring costs that management does not believe are
representative of our core earnings. Adjusted EBITDA may also
include other adjustments, as applicable based upon facts and
circumstances, consistent with our intent of providing a
supplemental means of evaluating our operating performance.
Adjusted EBITDA should not be considered as an alternate to (i)
net income (loss) or any other performance measures determined in
accordance with GAAP or (ii) operating cash flows determine in
accordance with GAAP. Adjusted EBITDA has important limitations as
an analytical tool and should not be considered in isolation or as
a substitute for analysis of our results as reported under GAAP.
The Company’s definition of Adjusted EBITDA may not be comparable
to similarly titled measures of other companies.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201201006148/en/
For Finance of America Media: pr@financeofamerica.com For
Finance of America Investor Relations: ir@financeofamerica.com For
Replay Acquisition Corp.: info@replayacquisition.com
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