Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 25, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Offerpad Solutions Inc. | |
Entity Central Index Key | 0001825024 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39641 | |
Entity Tax Identification Number | 85-2800538 | |
Entity Address, Address Line One | 2150 E. Germann Road | |
Entity Address, Address Line Two | Suite 1 | |
Entity Address, City or Town | Chandler | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85286 | |
City Area Code | 844 | |
Local Phone Number | 388-4539 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | OPAD | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 27,232,918 | |
Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase Class A common stock | |
Trading Symbol | OPADWS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 105,999 | $ 97,241 | |
Restricted cash | 7,409 | 43,058 | |
Accounts receivable | 3,874 | 2,350 | |
Real estate inventory | 289,597 | 664,697 | |
Prepaid expenses and other current assets | 6,464 | 6,833 | |
Total current assets | 413,343 | 814,179 | |
Property and equipment, net | 4,698 | 5,194 | |
Other non-current assets | 4,106 | 5,696 | |
Total Assets | [1] | 422,147 | 825,069 |
Current liabilities: | |||
Accounts payable | 6,359 | 4,647 | |
Accrued and other current liabilities | 22,465 | 28,252 | |
Secured credit facilities and other debt, net | 237,921 | 605,889 | |
Secured credit facilities and other debt - related party | 37,854 | 60,176 | |
Total current liabilities | 304,599 | 698,964 | |
Warrant liabilities | 362 | 539 | |
Other long-term liabilities | 1,969 | 3,689 | |
Total liabilities | [2] | 306,930 | 703,192 |
Commitments and contingencies (Note 17) | |||
Stockholders' equity: | |||
Additional paid in capital | 497,660 | 402,544 | |
Accumulated deficit | (382,446) | (280,669) | |
Total stockholders' equity | 115,217 | 121,877 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 422,147 | 825,069 | |
Class A Common Stock | |||
Stockholders' equity: | |||
Common stock value | 3 | 2 | |
Class B Common Stock | |||
Stockholders' equity: | |||
Common stock value | $ 0 | $ 0 | |
[1] Our consolidated assets as of September 30, 2023 and December 31, 2022 include the following assets of certain variable interest entities (“VIEs”) that can only be used to settle the liabilities of those VIEs: Restricted cash, $ 7,309 and $ 42,958 ; Accounts receivable, $ 1,453 and $ 1,841 ; Real estate inventory, $ 289,597 and $ 664,697 ; Prepaid expenses and other current assets, $ 742 and $ 212 ; Total assets of $ 299,101 and $ 709,708 , respectively. Our consolidated liabilities as of September 30, 2023 and December 31, 2022 include the following liabilities for which the VIE creditors do not have recourse to Offerpad: Accounts payable, $ 2,158 and $ 1,976 ; Accrued and other current liabilities, $ 2,035 and $ 4,408 ; Secured credit facilities and other debt, net, $ 275,775 and $ 666,065 ; Total liabilities, $ 279,968 and $ 672,449 , respectively. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Restricted cash | $ 7,409 | $ 43,058 | |
Accounts receivable | 3,874 | 2,350 | |
Real estate inventory | 289,597 | 664,697 | |
Prepaid expenses and other current assets | 6,464 | 6,833 | |
Property and equipment, net | 4,698 | 5,194 | |
Total assets | [1] | 422,147 | 825,069 |
Accounts payable | 6,359 | 4,647 | |
Accrued and other current liabilities | 22,465 | 28,252 | |
Secured credit facilities and notes payable | 237,921 | 605,889 | |
Total liabilities | [2] | 306,930 | 703,192 |
Variable Interest Entity [Member] | |||
Restricted cash | 7,309 | 42,958 | |
Accounts receivable | 1,453 | 1,841 | |
Real estate inventory | 289,597 | 664,697 | |
Prepaid expenses and other current assets | 742 | 212 | |
Total assets | 299,101 | 709,708 | |
Accounts payable | 2,158 | 1,976 | |
Accrued and other current liabilities | 2,035 | 4,408 | |
Secured credit facilities and notes payable | 275,775 | 666,065 | |
Total liabilities | $ 279,968 | $ 672,449 | |
Class A Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |
Common stock, shares issued | 27,232,918 | 15,491,000 | |
Common stock, shares outstanding | 27,232,918 | 15,491,000 | |
Class B Common Stock | |||
Common stock, par value | $ 0.0001 | ||
Common stock, shares authorized | 0 | 20,000,000 | |
Common stock, shares issued | 0 | 988,000 | |
Common stock, shares outstanding | 0 | 988,000 | |
[1] Our consolidated assets as of September 30, 2023 and December 31, 2022 include the following assets of certain variable interest entities (“VIEs”) that can only be used to settle the liabilities of those VIEs: Restricted cash, $ 7,309 and $ 42,958 ; Accounts receivable, $ 1,453 and $ 1,841 ; Real estate inventory, $ 289,597 and $ 664,697 ; Prepaid expenses and other current assets, $ 742 and $ 212 ; Total assets of $ 299,101 and $ 709,708 , respectively. Our consolidated liabilities as of September 30, 2023 and December 31, 2022 include the following liabilities for which the VIE creditors do not have recourse to Offerpad: Accounts payable, $ 2,158 and $ 1,976 ; Accrued and other current liabilities, $ 2,035 and $ 4,408 ; Secured credit facilities and other debt, net, $ 275,775 and $ 666,065 ; Total liabilities, $ 279,968 and $ 672,449 , respectively. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 234,228 | $ 821,732 | $ 1,073,954 | $ 3,275,100 |
Cost of revenue | 210,255 | 819,573 | 1,020,465 | 3,047,818 |
Gross profit | 23,973 | 2,159 | 53,489 | 227,282 |
Operating expenses: | ||||
Sales, marketing and operating | 27,235 | 55,043 | 98,626 | 190,170 |
General and administrative | 14,124 | 14,640 | 41,316 | 45,418 |
Technology and development | 2,156 | 2,687 | 6,709 | 9,112 |
Total operating expenses | 43,515 | 72,370 | 146,651 | 244,700 |
Loss from operations | (19,542) | (70,211) | (93,162) | (17,418) |
Other income (expense): | ||||
Change in fair value of warrant liabilities | 131 | 1,961 | 177 | 20,162 |
Interest expense | (4,406) | (15,889) | (13,705) | (30,856) |
Other income, net | 3,837 | 643 | 5,084 | 671 |
Total other expense | (438) | (13,285) | (8,444) | (10,023) |
Loss before income taxes | (19,980) | (83,496) | (101,606) | (27,441) |
Income tax (expense) benefit | (6) | 3,474 | (171) | (35) |
Net loss | $ (19,986) | $ (80,022) | $ (101,777) | $ (27,476) |
Net loss per share, basic | $ (0.73) | $ (4.86) | $ (3.9) | $ (1.69) |
Net loss per share, diluted | $ (0.73) | $ (4.86) | $ (3.9) | $ (1.69) |
Weighted average common shares outstanding, basic | 27,276 | 16,477 | 26,079 | 16,293 |
Weighted average common shares outstanding, diluted | 27,276 | 16,477 | 26,079 | 16,293 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2021 | $ 257,569 | $ 2 | $ 389,623 | $ (132,056) |
Beginning balance, shares at Dec. 31, 2021 | 15,930 | |||
Issuance of common stock upon exercise of stock options | 4,671 | 4,671 | ||
Issuance of common stock upon exercise of stock options, shares | 540 | |||
Issuance of common stock upon vesting of restricted stock units | (57) | (57) | ||
Issuance of common stock upon vesting of restricted stock units, shares | 9 | |||
Stock-based compensation expense | 6,293 | 6,293 | ||
Net Income (Loss) | (27,476) | 27,476 | ||
Ending balance at Sep. 30, 2022 | 241,000 | $ 2 | 400,530 | (159,532) |
Ending balance, shares at Sep. 30, 2022 | 16,479 | |||
Beginning balance at Jun. 30, 2022 | 318,681 | $ 2 | 398,189 | (79,510) |
Beginning balance, shares at Jun. 30, 2022 | 16,463 | |||
Issuance of common stock upon exercise of stock options | 130 | 130 | ||
Issuance of common stock upon exercise of stock options, shares | 7 | |||
Issuance of common stock upon vesting of restricted stock units | (54) | (54) | ||
Issuance of common stock upon vesting of restricted stock units, shares | 9 | |||
Stock-based compensation expense | 2,265 | 2,265 | ||
Net Income (Loss) | (80,022) | (80,022) | ||
Ending balance at Sep. 30, 2022 | 241,000 | $ 2 | 400,530 | (159,532) |
Ending balance, shares at Sep. 30, 2022 | 16,479 | |||
Beginning balance at Dec. 31, 2022 | 121,877 | $ 2 | 402,544 | (280,669) |
Beginning balance, shares at Dec. 31, 2022 | 16,479 | |||
Issuance of common stock upon exercise of stock options | $ 53 | 53 | ||
Issuance of common stock upon exercise of stock options, shares | 14 | 14 | ||
Issuance of common stock upon vesting of restricted stock units | $ (78) | (78) | ||
Issuance of common stock upon vesting of restricted stock units, shares | 25 | |||
Issuance of pre-funded warrants, net | 89,216 | 89,216 | ||
Exercise of pre-funded warrants | 11 | $ 1 | 10 | |
Exercise of pre-funded warrants,Share | 10,715 | |||
Stock-based compensation expense | 5,915 | 5,915 | ||
Net Income (Loss) | (101,777) | (101,777) | ||
Ending balance at Sep. 30, 2023 | 115,217 | $ 3 | 497,660 | (382,446) |
Ending balance, shares at Sep. 30, 2023 | 27,233 | |||
Beginning balance at Jun. 30, 2023 | 133,211 | $ 3 | 495,668 | (362,460) |
Beginning balance, shares at Jun. 30, 2023 | 27,225 | |||
Issuance of common stock upon vesting of restricted stock units | (25) | (25) | ||
Issuance of common stock upon vesting of restricted stock units, shares | 8 | |||
Stock-based compensation expense | 2,017 | 2,017 | ||
Net Income (Loss) | (19,986) | (19,986) | ||
Ending balance at Sep. 30, 2023 | $ 115,217 | $ 3 | $ 497,660 | $ (382,446) |
Ending balance, shares at Sep. 30, 2023 | 27,233 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (101,777) | $ (27,476) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 556 | 764 |
Amortization of debt financing costs | 3,080 | 2,160 |
Real estate inventory valuation adjustment | 8,372 | 49,734 |
Stock-based compensation | 5,915 | 6,293 |
Change in fair value of warrant liabilities | (177) | (20,162) |
Change in fair value of derivative instrument | (1,994) | 0 |
Loss on disposal of property and equipment | 30 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,524) | (2,956) |
Real estate inventory | 366,728 | (101,208) |
Prepaid expenses and other assets | 3,541 | (2,988) |
Accounts payable | 1,712 | 1,444 |
Accrued and other liabilities | (7,507) | 2,471 |
Net cash provided by (used in) operating activities | 276,955 | (91,924) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (90) | (917) |
Purchase of derivative instrument | (2,569) | 0 |
Proceeds from sale of derivative instruments | 2,981 | 0 |
Net cash provided by (used in) investing activities | 322 | (917) |
Cash flows from financing activities: | ||
Borrowings from credit facilities and other debt | 687,715 | 2,889,790 |
Repayments of credit facilities and other debt | (1,080,821) | (2,771,861) |
Payment of debt financing costs | (264) | (466) |
Borrowings from warehouse lending facility | 21,951 | 0 |
Repayments of warehouse lending facility | (21,951) | 0 |
Proceeds from issuance of pre-funded warrants | 90,000 | 0 |
Proceeds from exercise of pre-funded warrants | 11 | 0 |
Issuance cost of pre-funded warrants | (784) | 0 |
Proceeds from exercise of stock options | 53 | 4,898 |
Payments for taxes related to stock-based awards | (78) | (285) |
Net cash (used in) provided by financing activities | (304,168) | 122,076 |
Net change in cash, cash equivalents and restricted cash | (26,891) | 29,235 |
Cash, cash equivalents and restricted cash, beginning of period | 140,299 | 194,433 |
Cash, cash equivalents and restricted cash, end of period | 113,408 | 223,668 |
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet: | ||
Cash and cash equivalents | 105,999 | 196,838 |
Restricted cash | 7,409 | 26,830 |
Total cash, cash equivalents and restricted cash | 113,408 | 223,668 |
Supplemental disclosure of cash flow information: | ||
Cash payments for interest | $ 23,406 | $ 36,536 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (19,986) | $ (80,022) | $ (101,777) | $ (27,476) |
Insider Trading Arrangements
Insider Trading Arrangements | 9 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Nature of Operations and Signif
Nature of Operations and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Nature of Operations and Significant Accounting Policies | Note 1. Nature of Operations and Significant Accounting Policies Description of Business Offerpad was founded in 2015 and together with its subsidiaries, is a customer-centric, home buying and selling platform that provides customers with the ultimate home transaction experience, offering convenience, control, certainty, and value. The Company is headquartered in Chandler, Arizona and operates in over 1,700 cities and towns in 25 metropolitan markets across 15 states as of September 30, 2023 . Basis of Presentation and Interim Financial Information The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and note disclosures required for annual financial statements have been condensed or excluded pursuant to GAAP and SEC rules and regulations. Accordingly, the unaudited interim condensed consolidated financial statements do not include all of the information and note disclosures required by GAAP for complete financial statements. Therefore, this information should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022 included in the Company’s 2022 Annual Report on Form 10-K as filed with the SEC on February 28, 2023. The accompanying financial information reflects all adjustments which are, in the opinion of the Comp any’s management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Reverse Stock Split On June 8, 2023, the Company’s stockholders approved a reverse stock split of the Company’s Class A common stock, par value $ 0.0001 per share (“Class A Common Stock”) and Class B common stock, par va lue $ 0.0001 per share (“Class B Common Stock” and together with Class A Common Stock, “Common Stock”) at a ratio ranging from any whole number between 1-for-10 and 1-for-60, as determined by the Company’s Board of Directors (the “Board”) in its discretion. Following the Company’s 2023 annual meeting of stockholders (the “Annual Meeting”), the Board approved a 1-for-15 reverse stock split (the “Reverse Stock Split”) of the Company’s Common Stock. On June 12, 2023, the Company filed a certificate of amendment to its Third Restated Certificate of Incorporation (as amended from time to time, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, and the Company’s Class A Common Stock began trading on a split-adjusted basis at market open on June 13, 2023 under the existing symbol “OPAD”. As a result of the Reverse Stock Split, every 15 shares of the Company’s Common Stock issued and outstanding as of the effective time of the Reverse Stock Split were automatically converted into one share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, each stockholder received a cash payment in lieu thereof at a price equal to the fraction of one share to which the stockholder would otherwise be entitled multiplied by the closing price per share of Class A Common Stock (as adjusted for the Reverse Stock Split) on the New York Stock Exchange (“NYSE”) on June 12, 2023, the last trading day immediately preceding the effective time of the Reverse Stock Split. Further, proportionate adjustments were made to the number of shares of Common Stock underlying the Company’s outstanding equity awards and the number of shares issuable under the Company’s equity incentive plans and existing agreements, as well as the exercise price and/or any stock price goals, as applicable. The Reverse Stock Split did not affect the number of authorized shares of Common Stock or the par value of the Common Stock. The Company’s publicly traded warrants continue to be traded on the NYSE under the symbol “OPADWS”. However, pursuant to the terms of the applicable warrant agreement, the number of shares of Class A Common Stock issuable on exercise of each warrant was proportionately decreased. Specifically, following effectiveness of the Reverse Stock Split, every 15 shares of Class A Common Stock that may be purchased pursuant to the exercise of public warrants now represents one share of Class A Common Stock that may be purchased pursuant to such warrants. Accordingly, for the Company’s warrants trading under the symbol “OPADWS”, every 15 warrants are exercisable for one share of Class A Common Stock at an exercise price of $ 172.50 per share. All share and per share amounts in the accompanying condensed consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Significant estimates include those related to the net realizable value of real estate inventory, among others. Actual results could differ from those estimates. Principles of Consolidation The Company’s condensed consolidated financial statements include the assets, liabilities, revenues and expenses of the Company, its wholly owned operating subsidiaries and variable interest entities where the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. Real Estate Inventory Real estate inventory consists of acquired homes and is stated at the lower of cost or net realizable value, with cost and net realizable value determined by the specific identification of each home. Costs include initial purchase costs and renovation costs, as well as holding costs and interest incurred during the renovation period, prior to the listing date. Selling costs, including commissions and holding costs incurred after the listing date, are expensed as incurred and included in sales, marketing and operating expenses. The Company reviews real estate inventory for valuation adjustments on a quarterly basis, or more frequently if events or changes in circumstances indicate that the carrying value of real estate inventory may not be recoverable. The Company evaluates real estate inventory for indicators that net realizable value is lower than cost at the individual home level. The Company generally considers multiple factors in determining net realizable value for each home, including recent comparable home sale transactions in the specific area where the home is located, the residential real estate market conditions in both the local market in which the home is located and in the U.S. in general, the impact of national, regional or local economic conditions and expected selling costs. When evidence exists that the net realizable value of real estate inventory is lower than its cost, the difference is recognized as a real estate inventory valuation adjustment in cost of revenue and the related real estate inventory is adjusted to its net realizable value. For individual homes or portfolios of homes under contract to sell as of the real estate inventory valuation assessment date, if the carrying value exceeds the contract price less expected selling costs, the carrying value of these homes are adjusted to the contract price less expected selling costs. For all other homes, if the carrying value exceeds the expected sale price less expected selling costs, the carrying value of these homes are adjusted to the expected sale price less expected selling costs. Changes in the Company’s pricing assumptions may lead to a change in the outcome of the real estate inventory valuation analysis, and actual results may differ from the Company’s assumptions. The Company recorded real estate inventory valuation adjustments of $ 0.9 million and $ 27.5 million during the three months ended September 30, 2023 and 2022 , respectively, and $ 8.4 million and $ 49.7 million during the nine months ended September 30, 2023 and 2022, respectively. Refer to Note 3. Real Estate Inventory , for further details. Derivative Financial Instruments From time to time, the Company uses derivative financial instruments to manage risks related to its ongoing business operations. The Company’s derivative financial instruments are not designated as hedging instruments, but rather, are used as economic hedges to manage risks that are principally associated with interest rate fluctuations. The Company records these derivatives that are not designated as accounting hedges at fair value in Prepaid expenses and other current assets in the condensed consolidated balance sheets, and changes in fair value are recognized in Other income, net in the condensed consolidated statements of operations. Refer to Note 4. Derivative Financial Instruments , for further details. Recent Accounting Standards The Company has adopted all applicable accounting standards that are in effect as of September 30, 2023. The Company does not believe that there are any other new accounting standards that have been issued, but not yet adopted that might have a material impact on its condensed consolidated financial statements. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Business Combination | Note 2. Business Combination On September 1, 2021, the Company was formed through a business combination (the “Business Combination”) with Supernova Partners Acquisition Company, Inc. (“Supernova”). In connection with the closing of the Business Combination, Supernova changed its name to Offerpad Solutions Inc. At the closing of the Business Combination, each share of common stock and preferred stock of Old Offerpad that was issued and outstanding immediately prior to the effective time of the Business Combination (other than excluded shares as contemplated by the merger agreement) was cancelled and converted into the right to receive shares of Offerpad Solutions Inc. common stock. We accounted for the Business Combination as a reverse recapitalization whereby Old Offerpad was determined as the accounting acquirer and Supernova as the accounting acquiree. Accordingly, the Business Combination was treated as the equivalent of Old Offerpad issuing stock for the net assets of Supernova, accompanied by a recapitalization. The net assets of Supernova are stated at historical cost, with no goodwill or other intangible assets recorded. Upon the closing of the Business Combination, Offerpad Solutions received total gross proceeds of $ 284.0 million. Total transaction costs were $ 51.2 million, which principally consisted of advisory, legal and other professional fees. |
Real Estate Inventory
Real Estate Inventory | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Real Estate Inventory | Note 3. Real Estate Inventory The components of real estate inventory, net of applicable lower of cost or net realizable value adjustments, consist of the following as of the respective period ends: September 30, December 31, ($ in thousands) 2023 2022 Homes preparing for and under renovation $ 86,129 $ 54,499 Homes listed for sale 124,227 440,862 Homes under contract to sell 79,241 169,336 Real estate inventory $ 289,597 $ 664,697 |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 4. Derivative Financial Instruments During the nine months ended September 30, 2023 , the Company entered into derivative arrangements pursuant to which the Company paid a cumulative $ 2.6 million to acquire options on U.S. Treasury futures. These options provide the Company with the right, but not the obligation, to purchase U.S. Treasury futures at a predetermined notional amount and stated term in the future. The Company recorded the $ 2.6 million premiums paid for the derivative instruments as derivative assets on the date the respective derivative arrangement was executed. During the three and nine months ended September 30, 2023, the Company recorded changes in the fair value of the derivative instruments of $ 2.7 million and $ 2.0 million, respectively, in Other income, net in the condensed consolidated statements of operations. As of September 30, 2023 , the fair value of the derivative instruments was $ 1.6 million and t he gross notional amount of the outstanding derivative instruments was $ 95.0 million. During October 2023, the Company sold all of the outstanding derivative instruments for $ 1.7 million. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5. Property and Equipment Property and equipment consist of the following as of the respective period ends: September 30, December 31, ($ in thousands) 2023 2022 Rooftop solar panel systems $ 5,075 $ 5,075 Leasehold improvements 1,130 1,087 Office equipment and furniture 889 736 Software systems 386 386 Computers and equipment 265 265 Construction in progress — 136 Property and equipment, gross 7,745 7,685 Less: accumulated depreciation ( 3,047 ) ( 2,491 ) Property and equipment, net $ 4,698 $ 5,194 Depreciation expense totaled $ 0.2 million and $ 0.5 million during the three months ended September 30, 2023 and 2022 , respectively, and $ 0.6 million and $ 0.8 million during the nine months ended September 30, 2023 and 2022 , respectively. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Note 6. Leases The Company’s operating lease arrangements consist of its corporate headquarters in Chandler, Arizona and field office facilities in most of the metropolitan markets in which the Company operates in the United States. These leases typically have original lease terms of 1 year to 6 years, and some leases contain multiyear renewal options. The Company does not have any finance lease arrangements. The Company’s operating lease costs are included in operating expenses in the accompanying condensed consolidated statements of operations. During each of the three months ended September 30, 2023 and 2022 , operating lease costs were $ 0.6 million, and variable and short-term lease costs were less than $ 0.1 million and $ 0.1 million, respectively. During the nine months ended September 30, 2023 and 2022 , operating lease cost was $ 1.8 million and $ 1.5 million, respectively, and variable and short-term lease costs were less than $ 0.1 million and $ 0.3 million, respectively. Cash payments for amounts included in the measurement of operatin g lease liabilities were $ 0.6 million and $ 0.5 million, during the three months ended September 30, 2023 and 2022 , respectively, and $ 1.8 million and $ 1.4 million during the nine months ended September 30, 2023 and 2022 , respectively. There were no right-of-use assets obtained in exchange for new or acquired operating lease liabilities during both of the three and nine months ended September 30, 2023 . Right-of-use assets obtained in exchange for new or acquired operating lease liabilities were $ 0.6 million and $ 2.3 million during the three and nine months ended September 30, 2022, respectively. As of September 30, 2023 and December 31, 2022, the Company’s operating leases had a weighted-average remaining lease term of 2.0 years and 2.7 years, respectively, and a weighted-average di scount rate of 4.3 % and 4.2 %, respectively. The Company’s operating lease liability maturities as of September 30, 2023 are as follows: ($ in thousands) Remainder of 2023 $ 620 2024 2,373 2025 1,103 2026 269 2027 79 2028 — Thereafter — Total future lease payments 4,444 Less: Imputed interest ( 175 ) Total lease liabilities $ 4,269 The Company’s operating lease right-of-use assets and operating lease liabilities, and the associated financial statement line items, are as follows as of the respective period ends: September 30, December 31, ($ in thousands) Financial Statement Line Items 2023 2022 Right-of-use assets Other non-current assets $ 3,879 $ 5,469 Lease liabilities: Current liabilities Accrued and other current liabilities 2,300 2,264 Non-current liabilities Other long-term liabilities 1,969 3,689 Total lease liabilities $ 4,269 $ 5,953 |
Accrued and Other Liabilities
Accrued and Other Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued and Other Liabilities | Note 7. Accrued and Other Liabilities Accrued and other current liabilities consist of the following as of the respective period ends: September 30, December 31, ($ in thousands) 2023 2022 Payroll and other employee related expenses 8,033 10,670 Home renovation 4,118 3,168 Marketing 3,285 4,161 Operating lease liabilities 2,300 2,264 Interest 1,974 4,360 Legal and professional obligations 624 1,035 Other 2,131 2,594 Accrued and other current liabilities $ 22,465 $ 28,252 The Company incurred advertising expenses of $ 8.6 m illion and $ 7.5 million during the three months ended September 30, 2023 and 2022 , respectively, and $ 27.5 million and $ 38.4 million during the nine months ended September 30, 2023 and 2022, respectively. Other long-term liabilities as of September 30, 2023 and December 31, 2022 consist of the non-current portion of our operating lease liabilities. |
Credit Facilities and Other Deb
Credit Facilities and Other Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Credit Facilities and Other Debt | Note 8. Credit Facilities and Other Debt The carrying value of the Company’s credit facilities and other debt consists of the following as of the respective period ends: September 30, December 31, ($ in thousands) 2023 2022 Credit facilities and other debt, net Senior secured credit facilities with financial institutions $ 228,852 $ 471,860 Senior secured credit facility with a related party 9,591 17,398 Senior secured debt - other — 89,024 Mezzanine secured credit facilities with financial institutions 10,874 49,626 Mezzanine secured credit facilities with a related party 28,263 42,778 Warehouse lending facility with a related party — — Debt issuance costs ( 1,805 ) ( 4,621 ) Total credit facilities and other debt, net 275,775 666,065 Current portion - credit facilities and other debt, net Total credit facilities and other debt, net 237,921 605,889 Total credit facilities and other debt - related party 37,854 60,176 Total credit facilities and other debt, net $ 275,775 $ 666,065 The Company utilizes inventory financing facilities consisting of senior secured credit facilities, mezzanine secured credit facilities and other senior secured borrowing arrangements to provide financing for the Company’s real estate inventory purchases and renovation. Borrowings under the Company’s credit facilities and other debt are classified as current liabilities on the accompanying condensed consolidated balance sheets as amounts drawn to purchase and renovate homes are required to be repaid as the related real estate inventory is sold, which is expected to be within 12 months. As of September 30, 2023, the Company had a total borrowing ca pacity of $ 1,557.5 million under its senior secured credit facilities and mezzanine secured credit facilities, of which $ 627.5 million was committed. Any borrowings above the committed amounts are subject to the applicable lender’s discretion. Under the Company’s senior secured credit facilities and mezzanine secured credit facilities, amounts can be borrowed, repaid and borrowed again during the revolving period. The borrowing capacity is generally available until the end of the applicable revolving period as reflected in the tables below. Outstanding amounts drawn under each senior secured credit facility and mezzanine secured credit facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event. The Company’s senior secured credit facilities and mezzanine secured credit facilities have aggregated borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility and the time that those properties are in the Company’s possession. When the Company resells a home, the proceeds are used to reduce the corresponding outstanding balance under the related senior and mezzanine secured revolving credit facilities. The borrowing base for a given facility may be reduced as properties age beyond certain thresholds or the performance of the properties financed under that facility declines, and any borrowing base deficiencies may be satisfied through contributions of additional properties or partial repayment of the facility. Senior Secured Credit Facilities The following summarizes certain details related to the Company’s senior secured credit facilities (in thousands, except interest rates): Borrowing Capacity Outstanding Weighted- End of Final As of September 30, 2023 Committed Uncommitted Total Amount Rate Period Date Senior financial institution 1 $ 200,000 $ 200,000 $ 400,000 $ 160,993 7.78 % June 2025 June 2025 Senior financial institution 2 100,000 100,000 200,000 57,735 7.46 % October 2023 March 2024 Senior financial institution 3 125,000 375,000 500,000 — 7.09 % December 2023 December 2023 Related party 50,000 25,000 75,000 9,591 9.96 % March 2024 September 2024 Senior financial institution 4 30,000 45,000 75,000 10,124 9.69 % August 2024 February 2025 Senior secured credit facilities $ 505,000 $ 745,000 $ 1,250,000 $ 238,443 Borrowing Capacity Outstanding Weighted- As of December 31, 2022 Committed Uncommitted Total Amount Rate Senior financial institution 1 $ 300,000 $ 300,000 $ 600,000 $ 228,823 4.74 % Senior financial institution 2 200,000 200,000 400,000 123,478 4.11 % Senior financial institution 3 125,000 375,000 500,000 119,559 4.48 % Related party 50,000 25,000 75,000 17,398 6.46 % Senior secured credit facilities $ 675,000 $ 900,000 $ 1,575,000 $ 489,258 As of September 30, 2023 , the Company had five senior secured credit facilities, four with separate financial institutions and one with a related party, which holds more than 5 % of our Class A common stock. Borrowings under the senior secured credit facilities accrue interest at a rate based on a Secured Overnight Financing Rate (“SOFR”) reference rate, plus a margin which varies by facility. Each of the Company’s senior secured credit facilities also have interest rate floors. The Company may also pay fees on its senior secured credit facilities, including a commitment fee and fees on certain unused portions of the committed borrowing capacity, as defined in the respective credit agreements. Borrowings under the Company’s senior secured credit facilities are collateralized by the real estate inventory financed by the senior secured credit facility. The lenders have legal recourse only to the assets securing the debt and do not have general recourse against the Company with limited exceptions. The Company has, however, provided limited non-recourse carve-out guarantees under its senior and mezzanine secured credit facilities for certain of the SPEs’ obligations in situations involving “bad acts” by an Offerpad entity and certain other limited circumstances that are generally under the Company’s control. Each senior secured facility contains eligibility requirements that govern whether a property can be financed. During September 2023, the Company entered into a short-term extension for its credit facility revolving period with senior financial institution 2 in order to provide additional time to finalize a renewal of the facility. Subsequently, during October 2023, the Company entered into a new credit facility with senior financial institution 2 with substantially similar terms replacing the previous facility, which, among other things, extended the maturity date of the facility to July 2025. The amendment did not change the borrowing capacity on the credit facility, which remains at $ 200.0 million, $ 100.0 million of which is committed. Mezzanine Secured Credit Facilities The following summarizes certain details related to the Company’s mezzanine secured credit facilities (in thousands, except interest rates): Borrowing Capacity Outstanding Weighted- End of Final As of September 30, 2023 Committed Uncommitted Total Amount Rate Period Date Related party facility 1 $ 65,000 $ 32,500 $ 97,500 $ 26,333 11.00 % June 2024 June 2024 Mezzanine financial institution 1 22,500 22,500 45,000 10,874 12.50 % October 2023 March 2024 Mezzanine financial institution 2 — 112,500 112,500 — 9.50 % December 2023 December 2023 Related party facility 2 35,000 17,500 52,500 1,930 13.00 % March 2024 September 2024 Mezzanine secured credit facilities $ 122,500 $ 185,000 $ 307,500 $ 39,137 Borrowing Capacity Outstanding Weighted- As of December 31, 2022 Committed Uncommitted Total Amount Rate Related party facility 1 $ 65,000 $ 32,500 $ 97,500 $ 38,937 11.00 % Mezzanine financial institution 1 45,000 45,000 90,000 31,239 9.55 % Mezzanine financial institution 2 18,387 94,113 112,500 18,387 9.50 % Related party facility 2 35,000 17,500 52,500 3,841 11.05 % Mezzanine secured credit facilities $ 163,387 $ 189,113 $ 352,500 $ 92,404 As of September 30, 2023, the Company had four mezzanine secured credit facilities, two with separate financial institutions and two with a related party, which holds more than 5% of our Class A common stock. Borrow ings under the Company’s mezzanine secured credit facilities accrue interest at fixed rates, which vary by facility and range from 9.5 % to 13.0 %. The Company may also pay fees on its mezzanine secured credit facilities, including a commitment fee and fees on certain unused p ortions of the committed borrowing capacity, as defined in the respective credit agreements. Borrowings under the Company’s mezzanine secured credit facilities are collateralized by a second lien on the real estate inventory financed by the relevant credit facility. The lenders have legal recourse only to the assets securing the debt, and do not have general recourse to Offerpad with limited exceptions. The Company’s mezzanine secured credit facilities are structurally and contractually subordinated to the related senior secured credit facilities. During September 2023, the Company entered into a short-term extension for its credit facility revolving period with mezzanine financial institution 1 in order to provide additional time to finalize a renewal of the facility. Subsequently, during October 2023, the Company entered into a new credit facility with mezzanine financial institution 1 with substantially similar terms replacing the previous facility, which, among other things, extended the maturity date of the facility to July 2025 and amended the interest rate under the facility to be based on a SOFR reference rate plus a margin, with an interest rate floor. The amendment did not change the borrowing capacity on the credit facility, which remains at $ 45.0 million, $ 22.5 million of which is committed. Maturities As of September 30, 2023, certain of the Company’s senior secured credit facilities and mezzanine secured credit facilities mature within the next twelve months following the date these condensed consolidated financial statements are issued. The Company expects to enter into new financing arrangements or amend existing arrangements to meet its obligations as they come due, which the Company believes is probable based on its history of prior credit facility renewals. The Company believes cash on hand, together with proceeds from the resale of homes and cash from future borrowings available under each of the Company’s existing credit facilities or the entry into new financing arrangements will be sufficient to meet its obligations as they become due in the ordinary course of business for at least 12 months following the date these condensed consolidated financial statements are issued. Covenants for Senior Secured Credit Facilities and Mezzanine Secured Credit Facilities The secured credit facilities include customary representations and warranties, covenants and events of default. Financed properties are subject to customary eligibility criteria and concentration limits. The terms of these facilities and related financing documents require the Company to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth or leverage (ratio of debt to tangible net worth). As of September 30, 2023, the Company was in compliance with all covenants and no event of default had occurred. Senior Secured Debt - Other As of September 30, 2023, the Company has a borrowing arrangement with a financial institution to support purchases of real estate inventory. Borrowings under this arrangement accrue interest at a rate based on a SOFR reference rate, plus a margin. There were no amounts outstanding under this borrowing arrangement as of September 30, 2023. The weighted-average interest rate under the Company’ s other senior secured debt was 7.23 % as of December 31, 2022. Warehouse Lending Facility with a Related Party The Company has a warehouse lending facility with a related party that is used to fund mortgage loans the Company originates and then sells to third-party mortgage servicers. As of September 30, 2023, there were no amounts outstanding on the warehouse lending facility. Refer to Note 16. Related-Party Transactions for further details. |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Warrant Liabilities | Note 9. Warrant Liabilities Prior to the Reverse Stock Split, the Company had public warrants outstanding to purchase a total of 16.1 million shares of Class A common stock and private placement warrants outstanding to purchase a total of 5.7 million shares of Class A common stock, with each whole warrant being exercisable to purchase one share of Class A common stock at $ 11.50 per share. As a result of the Reverse Stock Split, and pursuant to the terms of the applicable warrant agreement, the number of shares of Class A Common Stock issuable on exercise of each warrant was proportionately decreased. Specifically, following effectiveness of the Reverse Stock Split, every 15 shares of Class A Common Stock that may be purchased pursuant to the exercise of warrants now represents one share of Class A Common Stock that may be purchased pursuant to such warrants. Accordingly, every 15 warrants are exercisable for one share of Class A Common Stock at an exercise price of $ 172.50 per share. Public Warrants The public warrants became exercisable on October 23, 2021. A holder may exercise its warrants only for a whole number of shares of Class A common stock. The public warrants will expire September 1, 2026 , or earlier upon redemption or liquidation. Pursuant to the terms of the warrant agreements, the Company may call the public warrants for redemption for cash or redeem the outstanding warrants for shares of Class A common stock under certain scenarios. Private Placement Warrants The private placement warrants are not redeemable by the Company so long as they are held by the Supernova Sponsor or its permitted transferees, except in certain limited circumstances. The Supernova Sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis and the Supernova Sponsor and its permitted transferees has certain registration rights related to the private placement warrants (including the shares of Class A common stock issuable upon exercise of the private placement warrants). Except as described in this section, the private placement warrants have terms and provisions that are identical to those of the public warrants. If the private placement warrants are held by holders other than the Supernova Sponsor or its permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the public warrants. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10. Fair Value Measurements The fair values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and certain prepaid and other current assets and accrued expenses approximate carrying values because of their short-term nature. The Company’s credit facilities are carried at amortized cost and the carrying value approximates fair value because of their short-term nature. The Company’s assets and liabilities that are measured at fair value on a recurring basis consist of the following (in thousands): As of September 30, 2023 Quoted Prices in Significant Other Significant Assets Derivative financial instrument $ 1,575 $ — $ — Liabilities Public warrant liabilities $ 225 $ — $ — Private placement warrant liabilities $ — $ — $ 137 As of December 31, 2022 Quoted Prices in Significant Other Significant Public warrant liabilities $ 343 $ — $ — Private placement warrant liabilities $ — $ — $ 196 Derivative Financial Instrument The fair value of the Company’s options on U.S. Treasury futures is determined based on the quoted market price of such options on the valuation date. Public Warrants The public warrants were initially recognized as a liability in connection with the Business Combination on September 1, 2021. The fair value of the public warrants is estimated based on the quoted market price of such warrants on the valuation date. The Company recorded changes in the fair value of the public warrants of ($ 0.1 ) million and ($ 1.4 ) million d uring the three months ended September 30, 2023 and 2022, respectively, and ($ 0.1 ) million and ($ 11.8 ) million during the nine months ended September 30, 2023 and 2022, respectively. These changes are recorded in Change in fair value of warrant liabilities in our Condensed Consolidated Statements of Operations. Private Placement Warrants The private placement warrants were initially recognized as a liability in connection with the Business Combination on September 1, 2021. The following summarizes the changes in the Company’s private placement warrant liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the respective periods: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2023 2022 2023 2022 Beginning balance $ 171 $ 1,897 $ 196 $ 9,705 Change in fair value of private placement warrants included in net loss ( 34 ) ( 589 ) ( 59 ) ( 8,397 ) Ending balance $ 137 $ 1,308 $ 137 $ 1,308 The Company generally uses the Black-Scholes-Merton option-pricing model to determine the fair value of the private placement warrants, with assumptions including expected volatility, expected life of the warrants, associated risk-free interest rate, and expected dividend yield. There were no transfers between Levels 1, 2, and 3 during the three and nine months ended September 30, 2023 and 2022 . |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 11. Stockholders’ Equity Authorized Capital Stock Prior to the Annual Meeting on June 8, 2023, the Company’ s Certificate of Incorporation authorized the issuance of 2,370,000,000 shares of capital stock, which consisted of 2,000,000,000 shares of Class A common stock, 20,000,000 shares of Class B common stock, 250,000,000 shares of Class C common stock and 100,000,000 shares of preferred stock. On January 31, 2023, Brian Bair, the Chief Executive Officer and Founder of the Company, notified the Board of his intention to convert all 14,816,236 shares of Class B common stock beneficially owned by him to an equivalent number of shares of Class A common stock (the “Voluntary Class B Conversion”) immediately following the conclusion of the Annual Meeting. On June 8, 2023, following the conclusion of the Annual Meeting, Mr. Bair effected the Voluntary Class B Conversion. In connection with the Voluntary Class B Conversion, the Board approved amendments to the Certificate of Incorporation to, among other things, eliminate the authorization of and references to Class B common stock and Class C common stock, and make related technical, non-substantive and conforming changes. Upon the recommendation of the Board, the Company’s stockholders approved the amendments at the Annual Meeting. As a result of the amendments, the Company is no longer authorized to issue any shares of Class B Common Stock or Class C Common Stock. On June 13, 2023, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware, at which point the amendments became effective. The Company subsequently filed a Fourth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware incorporating the amendments. Following these amendments, t he Company is authorized to issue of 2,100,000,000 shares of capital stock, which consists of 2,000,000,000 shares of Class A common stock and 100,000,000 shares of preferred stock. Class A Common Stock Subsequent to the closing of the Business Combination, our Class A common stock and public warrants began trading on the NYSE under the symbols “OPAD” and “OPADWS,” respectively. Pursuant to the Company’ s Certificate of Incorporation, the Company is authorized to issue 2,000,000,000 shares of Class A common stock, par value $ 0.0001 per share. The Reverse Stock Split did not affect the number of authorized shares or the par value of our Class A common stock. During January 2023 , we entered into a pre-funded warrants subscription agreement with the investors named therein (the “Investors”) pursuant to which we sold and issued to the Investors an aggregate of 160.7 million pre-funded warrants (the “Pre-funded Warrants”) to purchase shares of our Class A Common Stock. Each Pre-funded Warrant was sold at a price of $ 0.5599 per Pre-funded Warrant and had an initial exercise price of $ 0.0001 per Pre-funded Warrant, subject to certain customary anti-dilution adjustment provisions. The exercise price for the Pre-funded Warrants could be paid in cash or on a cashless basis, and the Pre-funded Warrants had no expiration date. The aggregate gross proceeds to us was approximately $ 90.0 million, which is being used for general corporate purposes, including working capital. The Pre-funded Warrants became exercisable during March 2023. During the nine months ended September 30, 2023, all of the Pre-funded Warrants were exercised, upon which, 10.7 million shares of our Class A common stock were issued. As of September 30, 2023 , there were no remaining Pre-funded Warrants outstanding. As of September 30, 2023, we had 27,232,918 shares of Class A common stock issued and outstanding. We also have outstanding private and public warrants to purchase shares of our Class A common stock. Refer to Note 9. Warrant Liabilities . Preferred Stock Pursuant to the Company’ s Certificate of Incorporation, the Company is authorized to issue 100,000,000 shares of preferred stock, par value $ 0.0001 per share. Our Board has the authority without action by the stockholders, to designate and issue shares of preferred stock in one or more classes or series, and the number of shares constituting any such class or series, and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of preferred stock, including, without limitation, dividend rights, conversion rights, redemption privileges and liquidation preferences, which rights may be greater than the rights of the holders of the common stock. As of September 30, 2023 , there were no shares of preferred stock issued and outstanding. Dividends Our Class A common stock is entitled to dividends if and when any dividend is declared by our Board, subject to the rights of all classes of stock outstanding having priority rights to dividends. We have not paid any cash dividends on common stock to date. We may retain future earnings, if any, for the further development and expansion of our business and have no current plans to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be made at the discretion of our Board and will depend on, among other things, our financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as our Board may deem relevant. |
Stock-Based Awards
Stock-Based Awards | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Awards | Note 12. Stock-Based Awards 2016 Stock Plan Prior to the closing of the Business Combination, the Company maintained the OfferPad 2016 Stock Option and Grant Plan (the “2016 Plan”) that allowed for granting of incentive and non-qualified stock options to employees, directors, and consultants. In connection with the Business Combination, each option granted under the 2016 Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was assumed and converted into an option to purchase a number of shares of Class A common stock. Stock option activity prior to the Business Combination was retroactively adjusted to reflect this conversion. Awards outstanding under the 2016 Plan were assumed by Offerpad Solutions upon the closing of the Business Combination and continue to be governed by the terms and conditions of the 2016 Plan and applicable award agreement. Shares of our common stock subject to awards granted under the 2016 Plan that expire unexercised or are cancelled, terminated, or forfeited in any manner without issuance of shares thereunder following the effective date of the 2021 Plan (as defined below), will not again become available for issuance under the 2016 Plan or the 2021 Plan. In connection with the completion of the Business Combination and the adoption of the 2021 Plan, no additional awards will be granted under the 2016 Plan. As a result of the Reverse Stock Split, proportionate adjustments were made to the number of shares of common stock underlying the outstanding equity awards under the 2016 Plan, as well as the exercise price associated with the awards. 2021 Equity Incentive Plans In connection with the Business Combination, our Board adopted, and our stockholders approved, the Offerpad Solutions Inc. 2021 Incentive Award Plan (the “2021 Plan”) under which 26,333,222 shares of Class A common stock were initially reserved for issuance. As a result of the Reverse Stock Split, proportionate adjustments were made to the number of shares of common stock underlying the Comp any’s outstanding equity awards under the 2021 Plan and the number of shares issuable under the Company’s 2021 Plan and existing agreements, as well as the exercise price and/or any stock price goals, as applicable. Following the Reverse Stock Split, there are 1,755,548 shares reserved f or issuance under the 2021 Plan. The 2021 Plan allows for the issuance of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock or cash based awards. The number of shares of the Company’s Class A common stock available for issuance under the 2021 Plan increases annually on the first day of each calendar year, beginning on and including January 1, 2022 and ending on and including January 1, 2031 equal to the lesser of (i) a number of shares such that the aggregate number of shares of Class A common stock available for grant under the 2021 Plan immediately following such increase shall be equal to 5 % of the number of fully-diluted shares on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Class A common stock as is determined by the Company’s Board. As of September 30, 2023, the Company has granted stock options, restricted stock units (“RSUs”), performance-based RSUs (“PSUs”) and other stock or cash based awards under the 2021 Plan. In connection with the close of the Business Combination, our Board adopted, and our stockholders approved, the Offerpad Solutions Inc. 2021 Employee Stock Purchase Plan (“ESPP”) under which 2,633,322 shares of Class A common stock were initially reserved for issuance. As a result of the Reverse Stock Split, proportionate adjustments were made to the number of shares issuable under the ESPP. Following the Reverse Stock Split, there are 175,554 shares reserved f or issuance under the ESPP. The number of shares of the Company’s Class A common stock available for issuance under the ESPP increases annually on the first day of each calendar year, beginning on and including January 1, 2022 and ending on and including January 1, 2031, by the lesser of (a) a number of shares such that the aggregate number of shares of Class A common stock available for grant under the ESPP immediately following such increase shall be equal to 1 % of the number of fully-diluted shares on the final day of the immediately preceding calendar year and (b) such smaller number of shares of Class A common stock as determined by the Company’s Board; provided that, no more than 3,333,333 shares of Class A common stock may be issued under the ESPP. As of September 30, 2023 , no shares have been issued under the ESPP. Stock Options The Company did no t grant any stock option awards during the nine months ended September 30, 2023. During the nine months ended September 30, 2022 , the Company granted stock option awards with a service vesting condition that is generally four years. The assumptions used in the Black-Scholes-Merton option pricing model to determine the fair value of stock option awards granted during the nine months ended September 30, 2022 are as follows: Expected term (in years) 6.25 Risk-free interest rate 1.63 % - 3.37 % Expected volatility 57.8 % - 60.0 % Dividend yield 0.0 % Fair value on grant date $ 21.45 - $ 76.65 The following summarizes stock option activity during the nine months ended September 30, 2023: Number of (in thousands) Weighted- Weighted-Average (in years) Aggregate (in thousands) Outstanding as of December 31, 2022 1,182 $ 12.47 5.82 $ 953 Granted — — Exercised ( 14 ) 3.72 Forfeited, canceled or expired ( 73 ) 18.87 Outstanding as of September 30, 2023 1,095 12.16 4.65 1,571 Exercisable as of September 30, 2023 984 11.31 4.32 1,571 Vested and expected to vest as of September 30, 2023 1,095 12.16 4.65 1,571 The total intrinsic value of stock options exercised during the nine months ended September 30, 2023 and 2022 was $ 0.1 million and $ 35.9 million , respectively. The weighted-average grant date fair value per option granted during the nine months ended September 30, 2022 was $ 41.00 . No stock options were granted during the nine months ended September 30, 2023. As of September 30, 2023, the Company had unrecognized stock-based compensation expense related to unvested stock options of $ 1.7 million . This expense is expected to be recognized over a weighted average period of 1.43 years. The fair value of stock options that vested during the nine months ended September 30, 2023 and 2022 were $ 1.5 million and $ 1.3 million, respectively. Restricted Stock Units During the nine months ended September 30, 2023 and 2022 , the Company granted RSUs with service vesting conditions to employees and non-employee members of our Board. The vesting period for RSUs granted to employees is generally three years , subject to continued employment, and the vesting period for RSUs granted to non-employee members of our Board generally ranges from three months to three years , subject to continued service on the Board. The following summarizes RSU award activity during the nine months ended September 30, 2023: Number of (in thousands) Weighted Outstanding as of December 31, 2022 131 $ 70.92 Granted 264 12.12 Vested and settled ( 33 ) 76.71 Forfeited ( 14 ) 72.38 Outstanding as of September 30, 2023 348 25.68 As of September 30, 2023, 0.1 million RSUs have vested, but have not yet been settled in shares of the Company’s Class A common stock, pursuant to elections made by certain non-employee members of our Board to defer settlement thereof under the Offerpad Solutions Inc. Deferred Compensation Plan for Directors. As of September 30, 2023 , the Company had $ 5.7 million of unrecognized stock-based compensation expense related to unvested RSUs. This expense is expected to be recognized over a weighted average period of 2.40 years. The fair value of RSUs that vested and settled during the nine months ended September 30, 2023 and 2022 were $ 2.7 million and $ 0.9 million, respectively. Performance-Based Restricted Stock Units The Company did no t grant any PSUs during the nine months ended September 30, 2023. During the nine months ended September 30, 2022, the Company granted PSUs which include both a service vesting condition and a performance vesting condition that is associated with the share price of the Company’s Class A common stock. Subject to the employee’s continued employment or service through the end of the performance period, the PSUs will vest based on the achievement of pre-determined price per share goals over the performance period calculated based on the average price per share over any 60 consecutive calendar-day period during the performance period. Shares earned under the PSU awards are transferred to the award holders upon the completion of the requisite service period of three years . If the average price per share does not meet the minimum price per share goal as of the last day of the performance period, the PSUs automatically will be forfeited and terminated without consideration. The assumptions used in the Monte Carlo simulation model to determine the fair value of the PSU awards granted during the nine months ended September 30, 2022 are as follows: Risk-free interest rate 1.47 % Expected stock price volatility 60.0 % Expected dividend yield 0.0 % Fair value on grant date $ 76.65 The following summarizes PSU award activity during the nine months ended September 30, 2023: Number of (in thousands) Weighted Outstanding as of December 31, 2022 129 $ 70.81 Granted — — Vested — — Forfeited ( 10 ) 70.81 Outstanding as of September 30, 2023 119 70.81 As of September 30, 2023, the Company had $ 4.0 million of unrecognized stock-based compensation expense related to unvested PSUs. This expense is expected to be recognized over a weighted average period of 1.42 years. Other Cash or Stock-Based Awards During the nine months ended September 30, 2023, the Company granted long-term incentive awards which include both a service vesting condition and a performance vesting condition that is associated with the share price of the Company’s Class A common stock (“LTI Award”). Each LTI Award will become earned during the three-year performance period based on the appreciation in the price of the Company’s Class A common stock over the pre-determined price per share goals set forth in the LTI Award agreements. The portion of the LTI Award that will become earned will be determined based on the average share price over the 60 consecutive calendar-day period ending on (and including) the end of the performance period, the total number of shares of the Company’s Class A common stock outstanding as of the last day of the performance period and the participant sharing rates as set forth in the LTI Award agreements. To the extent that an LTI Award is earned during the performance period, half of the earned LTI Award will vest at the end of the three-year performance period, and the remaining half of the earned LTI Award will vest one year after the end of the performance period, in each case, subject to the employee’s continued service through the applicable vesting date. If the LTI Award does not become earned as of the last day of the performance period, each LTI Award automatically will be forfeited and terminated without consideration. The LTI Awards, to the extent vested, can be settled in cash or shares of Company Class A common stock (as determined by the Compensation Committee of the Board in its discretion). As of September 30, 2023, the Company has the intent and ability to settle the LTI Awards in shares of the Company’s Class A common stock. The Company determined the fair value of the LTI awards using a Monte Carlo simulation model that determines the probability of satisfying the market condition stipulated in the award. The assumptions used in the Monte Carlo simulation model to determine the fair value of the LTI Awards granted during the nine months ended September 30, 2023 are as follows: Risk-free interest rate 4.12 % Expected stock price volatility 95.0 % Expected dividend yield 0.0 % Fair value on grant date $ 7.81 As of September 30, 2023, the Company had $ 4.1 million of unrecognized stock-based compensation expense related to unvested LTI Awards. This expense is expected to be recognized over a weighted average period of 3.20 years. Stock-based Compensation Expense The following details stock-based compensation expense for the respective periods: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2023 2022 2023 2022 Sales, marketing and operating $ 650 $ 553 $ 1,479 $ 1,517 General and administrative 1,242 1,603 4,155 4,334 Technology and development 125 109 281 442 Stock-based compensation expense $ 2,017 $ 2,265 $ 5,915 $ 6,293 |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2023 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Note 13. Variable Interest Entities The Company formed certain special purpose entities (each, an “SPE”) to purchase and sell residential properties. Each SPE is a wholly owned subsidiary of the Company and a separate legal entity, and neither the assets nor credit of any such SPE are available to satisfy the debts and other obligations of any affiliate or other entity. The credit facilities are secured by the assets and equity of one or more SPEs. These SPEs are variable interest entities, and the Company is the primary beneficiary as it has the power to control the activities that most significantly impact the SPEs’ economic performance and the obligation to absorb losses of the SPEs or the right to receive benefits from the SPEs that could potentially be significant to the SPEs. The SPEs are consolidated within the Company’s condensed consolidated financial statements. The following summarizes the assets and liabilities related to the VIEs as of the respective period ends: September 30, December 31, ($ in thousands) 2023 2022 Assets Restricted cash $ 7,309 $ 42,958 Accounts receivable 1,453 1,841 Real estate inventory 289,597 664,697 Prepaid expenses and other current assets 742 212 Total assets $ 299,101 $ 709,708 Liabilities Accounts payable $ 2,158 $ 1,976 Accrued and other current liabilities 2,035 4,408 Secured credit facilities and other debt, net 275,775 666,065 Total liabilities $ 279,968 $ 672,449 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 14. Earnings Per Share Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated based on the weighted average number of common shares plus the incremental effect of dilutive potential common shares outstanding during the period. In periods when losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. The components of basic and diluted earnings per share are as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share data) 2023 2022 2023 2022 Numerator: Net loss $ ( 19,986 ) $ ( 80,022 ) $ ( 101,777 ) $ ( 27,476 ) Denominator: Weighted average common shares outstanding, basic 27,276 16,477 26,079 16,293 Dilutive effect of stock options (1) — — — — Dilutive effect of restricted stock units (1) — — — — Weighted average common shares outstanding, diluted 27,276 16,477 26,079 16,293 Net loss per share, basic $ ( 0.73 ) $ ( 4.86 ) $ ( 3.90 ) $ ( 1.69 ) Net loss per share, diluted $ ( 0.73 ) $ ( 4.86 ) $ ( 3.90 ) $ ( 1.69 ) Anti-dilutive securities excluded from diluted loss per share: Anti-dilutive stock options (1) 612 630 903 255 Anti-dilutive restricted stock units (1) 282 112 144 120 Anti-dilutive performance-based restricted stock units 119 135 125 139 Anti-dilutive warrants issued in connection with Business Combination 1,452 1,452 1,452 1,452 (1) Due to the net loss during each of the three and nine months ended September 30, 2023 and 2022, no dilutive securities were included in the calculation of diluted loss per share because they would have been anti-dilutive. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15. Income Taxes The Company determines its interim tax provision by applying the estimated effective income tax rate expected to be applicable for the full fiscal year to its income (loss) before income taxes for the period. The Company’s effective tax rate is dependent on several factors, such as tax rates in state jurisdictions and the relative amount of income the Company earns in the respective jurisdiction. The Company recorded inco me tax expense of less than $ 0.1 million during the three months ended September 30, 2023 and an income tax benefit of $ 3.5 million during the three months ended September 30, 2022 , and income tax expense of $ 0.2 million and less than $ 0.1 million during the nine months ended September 30, 2023 and 2022 , respectively. The Company’s effective tax rate was an expense of less than 0.1 % and a benefit of 4.2 % for the three months ended September 30, 2023 and 2022 , respectively, and an expense of 0.2 % and 0.1 % for the nine months ended September 30, 2023 and 2022, respectively. The Company’s effective tax rate during the three and nine months ended September 30, 2023 differed from the federal statutory rate of 21 % primarily due to net operating loss carryforwards, stock-based compensation and state taxes. The valuation allowance recorded against our net deferred tax assets was $ 82.0 million as of September 30, 2023. As of September 30, 2023, we continue to have a full valuation allowance recorded against all deferred tax assets and will continue to evaluate our valuation allowance in future periods for any change in circumstances that causes a change in judgment about the realizability of the deferred tax assets. The amount of the deferred tax assets considered realizable, however, could be adjusted in future periods if estimates of future taxable income during the carryforward period are increased, if objective negative evidence in the form of cumulative losses is no longer present, and if we employ tax planning strategies in the future. The Internal Revenue Code contains provisions that limit the utilization of net operating loss carryforwards and tax credit carryforwards if there has been an ownership change. Such ownership change, as described in Section 382 of the Internal Revenue Code, may limit the Company’s ability to utilize its net operating loss carryforwards and tax credit carryforwards on a yearly basis. To the extent that any single-year limitation is not utilized to the full amount of the limitation, such unused amounts are carried over to subsequent years until the earlier of utilization or the expiration of the relevant carryforward period. The Company determined that an ownership change occurred on February 10, 2017. An analysis was performed and while utilization of net operating losses would be limited in years prior to December 31, 2020, subsequent to that date, there is no limitation on the Company’s ability to utilize its net operating losses. As such, the ownership change has no impact to the carrying value of the Company’s net operating loss carryforwards or ability to use them in future years. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 16. Related-Party Transactions LL Credit Facilities As of September 30, 2023 , we have one senior secured credit facility with a related party and two mezzanine secured credit facilities with a related party. The following summarizes certain details related to these facilities: As of September 30, 2023 As of December 31, 2022 ($ in thousands) Borrowing Outstanding Borrowing Outstanding Senior secured credit facility with a related party $ 75,000 $ 9,591 $ 75,000 $ 17,398 Mezzanine secured credit facilities with a related party $ 150,000 $ 28,263 $ 150,000 $ 42,778 Since October 2016, we have been party to a loan and security agreement (the “LL Funds Loan Agreement”), with LL Private Lending Fund, L.P. and LL Private Lending Fund II, L.P., both of which are affiliates of LL Capital Partners I, L.P., which holds more than 5 % of our Class A common stock. Additionally, Roberto Sella, who is a member of our Board and holds more than 5% of our Class A common stock, is the managing partner of LL Funds. The LL Funds Loan Agreement is comprised of a senior secured credit facility and a mezzanine secured credit facility, under which we may borrow funds up to a maximum principal amount of $ 75.0 million and $ 52.5 million, respectively. The LL Funds Loan Agreement also provides us with the option to borrow above the fully committed borrowing capacity, subject to the lender’s discretion. Refer to Note 8. Credit Facilities and Other Debt , for further details about the facilities under the LL Funds Loan Agreement. Since March 2020, we have also been party to a mezzanine loan and security agreement (the “LL Mezz Loan Agreement”), with LL Private Lending Fund II, L.P., which is an affiliate of LL Capital Partners I, L.P. Under the LL Mezz Loan Agreement, we may borrow funds up to a maximum principal amount of $ 97.5 million. Refer to Note 8. Credit Facilities and Other Debt , for further details about the mezzanine facility under the LL Mezz Loan Agreement. We paid interest for borrowings under the LL facilities of $ 0.8 million and $ 2.4 million during the three months ended September 30, 2023 and 2022 , respectively, and $ 3.0 million and $ 6.8 million during the nine months ended September 30, 2023 and 2022. Use of First American Financial Corporation’s Services First American Financial Corporation (“First American”), which holds more than 5 % of our Class A common stock, through its subsidiaries is a provider of title insurance and settlement services for real estate transactions and a provider of property data services. Additionally, Kenneth DeGiorgio, who is a member of the Company’s Board, is the chief executive officer of First American. We use First American’s services in the ordinary course of our home-buying and home-selling activities. We paid First American $ 1.6 million and $ 3.8 million during the three months ended September 30, 2023 and 2022 , respectively, and $ 5.9 million and $ 14.7 million during the nine months ended September 30, 2023 and 2022, respectively, for its services, inclusive of the fees for property data services. Pre-Funded Warrants During the nine months ended September 30, 2023, the Company entered into a pre-funded warrants subscription agreement with the investors named therein (the “Investors”) pursuant to which the Company sold and issued to the Investors pre-funded warrants to purchase shares of the Company’s Class A common stock. The Investors included Brian Bair, Roberto Sella, First American, and Kenneth DeGiorgio. Refer to Note 11. Stockholders’ Equity , for further details. Warehouse Lending Facility with FirstFunding, Inc. During July 2022 , Offerpad Mortgage, LLC (“Offerpad Home Loans” or “OPHL”), a wholly-owned subsidiary of the Company, entered into a warehouse lending facility with FirstFunding, Inc. (“FirstFunding”), a wholly-owned subsidiary of First American, which holds more than 5 % of our Class A common stock. Offerpad Home Loans uses the warehouse lending facility to fund mortgag e loans it originates and then sells to third-party mortgage servicers. The committed amount under the facility is $ 15.0 mil lion and OPHL pays certain customary and ordinary course fees to FirstFunding under the facility, including a funding fee per loan and interest. As of September 30, 2023, there were no amounts outstanding under the facility and fees paid under the facility were immaterial during the three and nine months ended September 30, 2023. Compensation of Immediate Family Members of Brian Bair Offerpad employs two of Brian Bair’s brothers, along with Mr. Bair’s sister-in-law. The following details the total compensation paid to Mr. Bair’s brothers and Mr. Bair’s sister-in-law, which includes both base salary and annual performance-based cash incentives, during the respective year-to-date periods: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2023 2022 2023 2022 Mr. Bair’s brother 1 $ 114 $ 115 $ 582 $ 533 Mr. Bair’s brother 2 108 108 548 502 Mr. Bair’s sister-in-law 33 32 113 94 $ 255 $ 255 $ 1,243 $ 1,129 During the nine months ended September 30, 2023, Mr. Bair’s brothers and Mr. Bair’s sister-in-law received grants of long-term incentive awards (“LTI Award”). Each LTI Award will become earned during the three-year performance period based on the appreciation in the price of the Company’s Class A common stock over the pre-determined price per share goals set forth in the LTI Award agreements. The portion of the LTI Award that will become earned will be determined based on the average share price over the 60 consecutive calendar-day period ending on (and including) the end of the performance period, the total number of shares of the Company’s common stock outstanding as of the last day of the performance period and the participant sharing rates as set forth in the LTI Award agreements. Refer to Note 12. Stock-Based Awards , for further details. During the nine months ended September 30, 2022, Mr. Bair’s brothers and Mr. Bair’s sister-in-law received grants of equity awards, which included awards of restricted stock units (“RSUs”), performance-based RSUs (“PSUs”) and/or stock options, as follows: Number of RSUs Number of Target PSUs Number of Stock Options Mr. Bair’s brother 1 5,624 8,436 — Mr. Bair’s brother 2 5,293 7,940 — Mr. Bair’s sister-in-law 200 — 400 11,117 16,376 400 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17. Commitments and Contingencies Homes Purchase Commitments As of September 30, 2023, the Company was under contract to purchase 393 homes for an aggregate purchase price of $ 103.3 million. Lease Commitments The Company has entered into operating lease agreements for its corporate headquarters in Chandler, Arizona and field office facilities in most of the metropolitan markets in which the Company operates in the United States. Refer to Note 6. Leases , for further details. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18. Subsequent Events The Company has determined that there have been no events that have occurred that would require recognition in the condensed consolidated financial statements or additional disclosure herein, except as described elsewhere in the notes to the condensed consolidated financial statements. |
Nature of Operations and Sign_2
Nature of Operations and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Description Of Business | Description of Business Offerpad was founded in 2015 and together with its subsidiaries, is a customer-centric, home buying and selling platform that provides customers with the ultimate home transaction experience, offering convenience, control, certainty, and value. The Company is headquartered in Chandler, Arizona and operates in over 1,700 cities and towns in 25 metropolitan markets across 15 states as of September 30, 2023 . |
Basis of Presentation and Interim Financial Information | Basis of Presentation and Interim Financial Information The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and note disclosures required for annual financial statements have been condensed or excluded pursuant to GAAP and SEC rules and regulations. Accordingly, the unaudited interim condensed consolidated financial statements do not include all of the information and note disclosures required by GAAP for complete financial statements. Therefore, this information should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022 included in the Company’s 2022 Annual Report on Form 10-K as filed with the SEC on February 28, 2023. The accompanying financial information reflects all adjustments which are, in the opinion of the Comp any’s management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Use of Estimates | Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Significant estimates include those related to the net realizable value of real estate inventory, among others. Actual results could differ from those estimates. |
Reverse Stock Split | Reverse Stock Split On June 8, 2023, the Company’s stockholders approved a reverse stock split of the Company’s Class A common stock, par value $ 0.0001 per share (“Class A Common Stock”) and Class B common stock, par va lue $ 0.0001 per share (“Class B Common Stock” and together with Class A Common Stock, “Common Stock”) at a ratio ranging from any whole number between 1-for-10 and 1-for-60, as determined by the Company’s Board of Directors (the “Board”) in its discretion. Following the Company’s 2023 annual meeting of stockholders (the “Annual Meeting”), the Board approved a 1-for-15 reverse stock split (the “Reverse Stock Split”) of the Company’s Common Stock. On June 12, 2023, the Company filed a certificate of amendment to its Third Restated Certificate of Incorporation (as amended from time to time, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, and the Company’s Class A Common Stock began trading on a split-adjusted basis at market open on June 13, 2023 under the existing symbol “OPAD”. As a result of the Reverse Stock Split, every 15 shares of the Company’s Common Stock issued and outstanding as of the effective time of the Reverse Stock Split were automatically converted into one share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, each stockholder received a cash payment in lieu thereof at a price equal to the fraction of one share to which the stockholder would otherwise be entitled multiplied by the closing price per share of Class A Common Stock (as adjusted for the Reverse Stock Split) on the New York Stock Exchange (“NYSE”) on June 12, 2023, the last trading day immediately preceding the effective time of the Reverse Stock Split. Further, proportionate adjustments were made to the number of shares of Common Stock underlying the Company’s outstanding equity awards and the number of shares issuable under the Company’s equity incentive plans and existing agreements, as well as the exercise price and/or any stock price goals, as applicable. The Reverse Stock Split did not affect the number of authorized shares of Common Stock or the par value of the Common Stock. The Company’s publicly traded warrants continue to be traded on the NYSE under the symbol “OPADWS”. However, pursuant to the terms of the applicable warrant agreement, the number of shares of Class A Common Stock issuable on exercise of each warrant was proportionately decreased. Specifically, following effectiveness of the Reverse Stock Split, every 15 shares of Class A Common Stock that may be purchased pursuant to the exercise of public warrants now represents one share of Class A Common Stock that may be purchased pursuant to such warrants. Accordingly, for the Company’s warrants trading under the symbol “OPADWS”, every 15 warrants are exercisable for one share of Class A Common Stock at an exercise price of $ 172.50 per share. All share and per share amounts in the accompanying condensed consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. |
Real Estate Inventory | Real Estate Inventory Real estate inventory consists of acquired homes and is stated at the lower of cost or net realizable value, with cost and net realizable value determined by the specific identification of each home. Costs include initial purchase costs and renovation costs, as well as holding costs and interest incurred during the renovation period, prior to the listing date. Selling costs, including commissions and holding costs incurred after the listing date, are expensed as incurred and included in sales, marketing and operating expenses. The Company reviews real estate inventory for valuation adjustments on a quarterly basis, or more frequently if events or changes in circumstances indicate that the carrying value of real estate inventory may not be recoverable. The Company evaluates real estate inventory for indicators that net realizable value is lower than cost at the individual home level. The Company generally considers multiple factors in determining net realizable value for each home, including recent comparable home sale transactions in the specific area where the home is located, the residential real estate market conditions in both the local market in which the home is located and in the U.S. in general, the impact of national, regional or local economic conditions and expected selling costs. When evidence exists that the net realizable value of real estate inventory is lower than its cost, the difference is recognized as a real estate inventory valuation adjustment in cost of revenue and the related real estate inventory is adjusted to its net realizable value. For individual homes or portfolios of homes under contract to sell as of the real estate inventory valuation assessment date, if the carrying value exceeds the contract price less expected selling costs, the carrying value of these homes are adjusted to the contract price less expected selling costs. For all other homes, if the carrying value exceeds the expected sale price less expected selling costs, the carrying value of these homes are adjusted to the expected sale price less expected selling costs. Changes in the Company’s pricing assumptions may lead to a change in the outcome of the real estate inventory valuation analysis, and actual results may differ from the Company’s assumptions. The Company recorded real estate inventory valuation adjustments of $ 0.9 million and $ 27.5 million during the three months ended September 30, 2023 and 2022 , respectively, and $ 8.4 million and $ 49.7 million during the nine months ended September 30, 2023 and 2022, respectively. Refer to Note 3. Real Estate Inventory , for further details. |
Principles of Consolidation | Principles of Consolidation The Company’s condensed consolidated financial statements include the assets, liabilities, revenues and expenses of the Company, its wholly owned operating subsidiaries and variable interest entities where the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. |
Derivative Financial Instruments | Derivative Financial Instruments From time to time, the Company uses derivative financial instruments to manage risks related to its ongoing business operations. The Company’s derivative financial instruments are not designated as hedging instruments, but rather, are used as economic hedges to manage risks that are principally associated with interest rate fluctuations. The Company records these derivatives that are not designated as accounting hedges at fair value in Prepaid expenses and other current assets in the condensed consolidated balance sheets, and changes in fair value are recognized in Other income, net in the condensed consolidated statements of operations. Refer to Note 4. Derivative Financial Instruments , for further details. |
Recent Accounting Standards | Recent Accounting Standards The Company has adopted all applicable accounting standards that are in effect as of September 30, 2023. The Company does not believe that there are any other new accounting standards that have been issued, but not yet adopted that might have a material impact on its condensed consolidated financial statements. |
Real Estate Inventory (Tables)
Real Estate Inventory (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | The components of real estate inventory, net of applicable lower of cost or net realizable value adjustments, consist of the following as of the respective period ends: September 30, December 31, ($ in thousands) 2023 2022 Homes preparing for and under renovation $ 86,129 $ 54,499 Homes listed for sale 124,227 440,862 Homes under contract to sell 79,241 169,336 Real estate inventory $ 289,597 $ 664,697 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following as of the respective period ends: September 30, December 31, ($ in thousands) 2023 2022 Rooftop solar panel systems $ 5,075 $ 5,075 Leasehold improvements 1,130 1,087 Office equipment and furniture 889 736 Software systems 386 386 Computers and equipment 265 265 Construction in progress — 136 Property and equipment, gross 7,745 7,685 Less: accumulated depreciation ( 3,047 ) ( 2,491 ) Property and equipment, net $ 4,698 $ 5,194 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Company Operating Lease Liability Maturities | The Company’s operating lease liability maturities as of September 30, 2023 are as follows: ($ in thousands) Remainder of 2023 $ 620 2024 2,373 2025 1,103 2026 269 2027 79 2028 — Thereafter — Total future lease payments 4,444 Less: Imputed interest ( 175 ) Total lease liabilities $ 4,269 |
Schedule of Company Operating Lease Right of Use Assets and Operating Lease Liabilities | The Company’s operating lease right-of-use assets and operating lease liabilities, and the associated financial statement line items, are as follows as of the respective period ends: September 30, December 31, ($ in thousands) Financial Statement Line Items 2023 2022 Right-of-use assets Other non-current assets $ 3,879 $ 5,469 Lease liabilities: Current liabilities Accrued and other current liabilities 2,300 2,264 Non-current liabilities Other long-term liabilities 1,969 3,689 Total lease liabilities $ 4,269 $ 5,953 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued and Other Liabilities | Accrued and other current liabilities consist of the following as of the respective period ends: September 30, December 31, ($ in thousands) 2023 2022 Payroll and other employee related expenses 8,033 10,670 Home renovation 4,118 3,168 Marketing 3,285 4,161 Operating lease liabilities 2,300 2,264 Interest 1,974 4,360 Legal and professional obligations 624 1,035 Other 2,131 2,594 Accrued and other current liabilities $ 22,465 $ 28,252 |
Credit Facilities and Other D_2
Credit Facilities and Other Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Line Of Credit Facility [Line Items] | |
Schedule of Carrying Values of Company Debt | The carrying value of the Company’s credit facilities and other debt consists of the following as of the respective period ends: September 30, December 31, ($ in thousands) 2023 2022 Credit facilities and other debt, net Senior secured credit facilities with financial institutions $ 228,852 $ 471,860 Senior secured credit facility with a related party 9,591 17,398 Senior secured debt - other — 89,024 Mezzanine secured credit facilities with financial institutions 10,874 49,626 Mezzanine secured credit facilities with a related party 28,263 42,778 Warehouse lending facility with a related party — — Debt issuance costs ( 1,805 ) ( 4,621 ) Total credit facilities and other debt, net 275,775 666,065 Current portion - credit facilities and other debt, net Total credit facilities and other debt, net 237,921 605,889 Total credit facilities and other debt - related party 37,854 60,176 Total credit facilities and other debt, net $ 275,775 $ 666,065 |
Summary of Company Senior Secured Credit Facilities | The following summarizes certain details related to the Company’s senior secured credit facilities (in thousands, except interest rates): Borrowing Capacity Outstanding Weighted- End of Final As of September 30, 2023 Committed Uncommitted Total Amount Rate Period Date Senior financial institution 1 $ 200,000 $ 200,000 $ 400,000 $ 160,993 7.78 % June 2025 June 2025 Senior financial institution 2 100,000 100,000 200,000 57,735 7.46 % October 2023 March 2024 Senior financial institution 3 125,000 375,000 500,000 — 7.09 % December 2023 December 2023 Related party 50,000 25,000 75,000 9,591 9.96 % March 2024 September 2024 Senior financial institution 4 30,000 45,000 75,000 10,124 9.69 % August 2024 February 2025 Senior secured credit facilities $ 505,000 $ 745,000 $ 1,250,000 $ 238,443 Borrowing Capacity Outstanding Weighted- As of December 31, 2022 Committed Uncommitted Total Amount Rate Senior financial institution 1 $ 300,000 $ 300,000 $ 600,000 $ 228,823 4.74 % Senior financial institution 2 200,000 200,000 400,000 123,478 4.11 % Senior financial institution 3 125,000 375,000 500,000 119,559 4.48 % Related party 50,000 25,000 75,000 17,398 6.46 % Senior secured credit facilities $ 675,000 $ 900,000 $ 1,575,000 $ 489,258 |
Mezzanine Revolving Credit Facilities | |
Line Of Credit Facility [Line Items] | |
Summary of Company Senior Secured Credit Facilities | The following summarizes certain details related to the Company’s mezzanine secured credit facilities (in thousands, except interest rates): Borrowing Capacity Outstanding Weighted- End of Final As of September 30, 2023 Committed Uncommitted Total Amount Rate Period Date Related party facility 1 $ 65,000 $ 32,500 $ 97,500 $ 26,333 11.00 % June 2024 June 2024 Mezzanine financial institution 1 22,500 22,500 45,000 10,874 12.50 % October 2023 March 2024 Mezzanine financial institution 2 — 112,500 112,500 — 9.50 % December 2023 December 2023 Related party facility 2 35,000 17,500 52,500 1,930 13.00 % March 2024 September 2024 Mezzanine secured credit facilities $ 122,500 $ 185,000 $ 307,500 $ 39,137 Borrowing Capacity Outstanding Weighted- As of December 31, 2022 Committed Uncommitted Total Amount Rate Related party facility 1 $ 65,000 $ 32,500 $ 97,500 $ 38,937 11.00 % Mezzanine financial institution 1 45,000 45,000 90,000 31,239 9.55 % Mezzanine financial institution 2 18,387 94,113 112,500 18,387 9.50 % Related party facility 2 35,000 17,500 52,500 3,841 11.05 % Mezzanine secured credit facilities $ 163,387 $ 189,113 $ 352,500 $ 92,404 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s assets and liabilities that are measured at fair value on a recurring basis consist of the following (in thousands): As of September 30, 2023 Quoted Prices in Significant Other Significant Assets Derivative financial instrument $ 1,575 $ — $ — Liabilities Public warrant liabilities $ 225 $ — $ — Private placement warrant liabilities $ — $ — $ 137 As of December 31, 2022 Quoted Prices in Significant Other Significant Public warrant liabilities $ 343 $ — $ — Private placement warrant liabilities $ — $ — $ 196 |
Schedule of Changes in Private Placement Warrant Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs | The following summarizes the changes in the Company’s private placement warrant liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the respective periods: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2023 2022 2023 2022 Beginning balance $ 171 $ 1,897 $ 196 $ 9,705 Change in fair value of private placement warrants included in net loss ( 34 ) ( 589 ) ( 59 ) ( 8,397 ) Ending balance $ 137 $ 1,308 $ 137 $ 1,308 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Assumptions Used | The assumptions used in the Black-Scholes-Merton option pricing model to determine the fair value of stock option awards granted during the nine months ended September 30, 2022 are as follows: Expected term (in years) 6.25 Risk-free interest rate 1.63 % - 3.37 % Expected volatility 57.8 % - 60.0 % Dividend yield 0.0 % Fair value on grant date $ 21.45 - $ 76.65 |
Summary of Stock Option Activity | The following summarizes stock option activity during the nine months ended September 30, 2023: Number of (in thousands) Weighted- Weighted-Average (in years) Aggregate (in thousands) Outstanding as of December 31, 2022 1,182 $ 12.47 5.82 $ 953 Granted — — Exercised ( 14 ) 3.72 Forfeited, canceled or expired ( 73 ) 18.87 Outstanding as of September 30, 2023 1,095 12.16 4.65 1,571 Exercisable as of September 30, 2023 984 11.31 4.32 1,571 Vested and expected to vest as of September 30, 2023 1,095 12.16 4.65 1,571 |
Summary of RSU award activity | The following summarizes RSU award activity during the nine months ended September 30, 2023: Number of (in thousands) Weighted Outstanding as of December 31, 2022 131 $ 70.92 Granted 264 12.12 Vested and settled ( 33 ) 76.71 Forfeited ( 14 ) 72.38 Outstanding as of September 30, 2023 348 25.68 |
Summary of PSU award activity | The following summarizes PSU award activity during the nine months ended September 30, 2023: Number of (in thousands) Weighted Outstanding as of December 31, 2022 129 $ 70.81 Granted — — Vested — — Forfeited ( 10 ) 70.81 Outstanding as of September 30, 2023 119 70.81 |
Schedule of stock-based compensation expense | The following details stock-based compensation expense for the respective periods: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2023 2022 2023 2022 Sales, marketing and operating $ 650 $ 553 $ 1,479 $ 1,517 General and administrative 1,242 1,603 4,155 4,334 Technology and development 125 109 281 442 Stock-based compensation expense $ 2,017 $ 2,265 $ 5,915 $ 6,293 |
Performance-Based Restricted Stock Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Assumptions Used | The assumptions used in the Monte Carlo simulation model to determine the fair value of the PSU awards granted during the nine months ended September 30, 2022 are as follows: Risk-free interest rate 1.47 % Expected stock price volatility 60.0 % Expected dividend yield 0.0 % Fair value on grant date $ 76.65 |
Long-Term Incentives (LTI) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Assumptions Used | The assumptions used in the Monte Carlo simulation model to determine the fair value of the LTI Awards granted during the nine months ended September 30, 2023 are as follows: Risk-free interest rate 4.12 % Expected stock price volatility 95.0 % Expected dividend yield 0.0 % Fair value on grant date $ 7.81 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Variable Interest Entities [Abstract] | |
Summary of Assets and Liabilities Related to VIEs | The following summarizes the assets and liabilities related to the VIEs as of the respective period ends: September 30, December 31, ($ in thousands) 2023 2022 Assets Restricted cash $ 7,309 $ 42,958 Accounts receivable 1,453 1,841 Real estate inventory 289,597 664,697 Prepaid expenses and other current assets 742 212 Total assets $ 299,101 $ 709,708 Liabilities Accounts payable $ 2,158 $ 1,976 Accrued and other current liabilities 2,035 4,408 Secured credit facilities and other debt, net 275,775 666,065 Total liabilities $ 279,968 $ 672,449 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Components of Basic and Diluted Earnings Per Share | The components of basic and diluted earnings per share are as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share data) 2023 2022 2023 2022 Numerator: Net loss $ ( 19,986 ) $ ( 80,022 ) $ ( 101,777 ) $ ( 27,476 ) Denominator: Weighted average common shares outstanding, basic 27,276 16,477 26,079 16,293 Dilutive effect of stock options (1) — — — — Dilutive effect of restricted stock units (1) — — — — Weighted average common shares outstanding, diluted 27,276 16,477 26,079 16,293 Net loss per share, basic $ ( 0.73 ) $ ( 4.86 ) $ ( 3.90 ) $ ( 1.69 ) Net loss per share, diluted $ ( 0.73 ) $ ( 4.86 ) $ ( 3.90 ) $ ( 1.69 ) Anti-dilutive securities excluded from diluted loss per share: Anti-dilutive stock options (1) 612 630 903 255 Anti-dilutive restricted stock units (1) 282 112 144 120 Anti-dilutive performance-based restricted stock units 119 135 125 139 Anti-dilutive warrants issued in connection with Business Combination 1,452 1,452 1,452 1,452 (1) Due to the net loss during each of the three and nine months ended September 30, 2023 and 2022, no dilutive securities were included in the calculation of diluted loss per share because they would have been anti-dilutive. |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transaction [Line Items] | |
Summary of Related Parties | The following details the total compensation paid to Mr. Bair’s brothers and Mr. Bair’s sister-in-law, which includes both base salary and annual performance-based cash incentives, during the respective year-to-date periods: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2023 2022 2023 2022 Mr. Bair’s brother 1 $ 114 $ 115 $ 582 $ 533 Mr. Bair’s brother 2 108 108 548 502 Mr. Bair’s sister-in-law 33 32 113 94 $ 255 $ 255 $ 1,243 $ 1,129 |
Grants of Equity Awards to Related Parties | During the nine months ended September 30, 2022, Mr. Bair’s brothers and Mr. Bair’s sister-in-law received grants of equity awards, which included awards of restricted stock units (“RSUs”), performance-based RSUs (“PSUs”) and/or stock options, as follows: Number of RSUs Number of Target PSUs Number of Stock Options Mr. Bair’s brother 1 5,624 8,436 — Mr. Bair’s brother 2 5,293 7,940 — Mr. Bair’s sister-in-law 200 — 400 11,117 16,376 400 |
LL Credit Facilities [Member] | |
Related Party Transaction [Line Items] | |
Summary of Related Parties | The following summarizes certain details related to these facilities: As of September 30, 2023 As of December 31, 2022 ($ in thousands) Borrowing Outstanding Borrowing Outstanding Senior secured credit facility with a related party $ 75,000 $ 9,591 $ 75,000 $ 17,398 Mezzanine secured credit facilities with a related party $ 150,000 $ 28,263 $ 150,000 $ 42,778 |
Nature of Operations and Sign_3
Nature of Operations and Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 08, 2023 | Dec. 31, 2022 | |
Real estate inventory valuation adjustment | $ 900 | $ 27,500 | $ 8,372 | $ 49,734 | ||
Stockholders' Equity, Reverse Stock Split | As a result of the Reverse Stock Split, every 15 shares of the Company’s Common Stock issued and outstanding as of the effective time of the Reverse Stock Split were automatically converted into one share of Common Stock. | |||||
Common Class A [Member] | ||||||
Number of securities into which each warrant or right may be converted | 15 | 15 | ||||
Number of warrants or rights, excercisable | 15 | 15 | ||||
Exercise price of warrants | $ 172.5 | $ 172.5 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Class B [Member] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Business Combination - Addition
Business Combination - Additional Information (Details) $ in Millions | Sep. 01, 2021 USD ($) |
Business Acquisition [Line Items] | |
Proceeds from Business Combination | $ 284 |
Business combination transaction cost | $ 51.2 |
Real Estate Inventory - Schedul
Real Estate Inventory - Schedule of Components of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Homes preparing for and under renovation | $ 86,129 | $ 54,499 |
Homes listed for sale | 124,227 | 440,862 |
Homes under contract to sell | 79,241 | 169,336 |
Inventory | $ 289,597 | $ 664,697 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Additional Information) (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Oct. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
Derivative [Line Items] | |||
Payment to acquire option | $ 2.6 | ||
Fair value of the derivative instrument | $ 1.6 | 1.6 | |
Notional amount of the outstanding derivative instrument | 95 | 95 | |
Change in Fair Value of Derivative Instrument | $ 2.7 | 2 | |
Subsequent Event [Member] | |||
Derivative [Line Items] | |||
Sale of outstanding derivative instruments | $ 1.7 | ||
U.S Treasury [Member] | |||
Derivative [Line Items] | |||
Payment to acquire option | $ 2.6 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 7,745 | $ 7,685 |
Less: accumulated depreciation | (3,047) | (2,491) |
Property and equipment, net | 4,698 | 5,194 |
Rooftop Solar Panel Systems | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5,075 | 5,075 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,130 | 1,087 |
Office Equipment and Furniture | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 889 | 736 |
Software Systems | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 386 | 386 |
Computers and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 265 | 265 |
Construction In Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 0 | $ 136 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 200 | $ 500 | $ 556 | $ 764 |
Property Plant and Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 600 | $ 800 |
Leases - Schedule of Company Op
Leases - Schedule of Company Operating Lease Liability Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Remainder of 2023 | $ 620 | |
2024 | 2,373 | |
2025 | 1,103 | |
2026 | 269 | |
2027 | 79 | |
2028 | 0 | |
Thereafter | 0 | |
Total future lease payments | 4,444 | |
Less: Imputed interest | (175) | |
Total lease liabilities | $ 4,269 | $ 5,953 |
Leases - Schedule of Company _2
Leases - Schedule of Company Operating Lease Right-of-Use Assets and Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Right-of-use assets | $ 3,879 | $ 5,469 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | |
Operating Lease, Liability, Current | $ 2,300 | 2,264 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued and other current liabilities | |
Operating Lease, Liability, Noncurrent | $ 1,969 | 3,689 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | |
Operating Lease, Liability, Total | $ 4,269 | $ 5,953 |
Leases (Additional Information)
Leases (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |||||
Short-Term Lease, Cost | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.3 | |
Operating Lease, Weighted Average Remaining Lease Term | 2 years | 2 years | 2 years 8 months 12 days | ||
Operating Lease, Weighted Average Discount Rate, Percent | 4.30% | 4.30% | 4.20% | ||
Operating Expense [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Lease, Cost | $ 0.6 | $ 1.8 | 1.5 | ||
Measurement Of Operating Lease Liabilities [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Lease, Payments | 0.6 | 0.5 | 1.8 | 1.4 | |
Acquired Operating Lease Liabilities [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 0 | $ 0.6 | $ 0 | $ 2.3 | |
Maximum [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee, Operating Lease, Lease Term | 6 years | 6 years | |||
Minimum [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee, Operating Lease, Lease Term | 1 year | 1 year |
Accrued And Other Liabilities -
Accrued And Other Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Payroll and other employee related expenses | $ 8,033 | $ 10,670 |
Home renovation | 4,118 | 3,168 |
Marketing | 3,285 | 4,161 |
Operating lease liabilities | 2,300 | 2,264 |
Interest | 1,974 | 4,360 |
Legal and professional obligations | 624 | 1,035 |
Other | 2,131 | 2,594 |
Accrued and other current liabilities | $ 22,465 | $ 28,252 |
Accrued And Other Liabilities_2
Accrued And Other Liabilities (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Payables and Accruals [Abstract] | ||||
Advertising Expense | $ 8.6 | $ 7.5 | $ 27.5 | $ 38.4 |
Credit Facilities and Other D_3
Credit Facilities and Other Debt - Schedule of Carrying Values of the Company's Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Credit facilities and notes payable, net | ||
Senior secured debt - other | $ 0 | $ 89,024 |
Debt issuance costs | (1,805) | (4,621) |
Total credit facilites and notes payable, net | 275,775 | 666,065 |
Current portion - credit facilities and notes payable, net | ||
Total credit facilities and notes payable | 237,921 | 605,889 |
Total credit facilities and notes payable, net - related party | 37,854 | 60,176 |
Total credit facilites and notes payable, net | 275,775 | 666,065 |
Senior Secured Credit Facilities [Member] | ||
Credit facilities and notes payable, net | ||
Secured credit facilities | 9,591 | 17,398 |
Senior Secured Credit Facilities [Member] | Financial Institutions [Member] | ||
Credit facilities and notes payable, net | ||
Secured credit facilities | 228,852 | 471,860 |
Mezzanine Secured Credit Facilities [Member] | ||
Credit facilities and notes payable, net | ||
Secured credit facilities | 28,263 | 42,778 |
Mezzanine Secured Credit Facilities [Member] | Third-party lenders [Member] | ||
Credit facilities and notes payable, net | ||
Secured credit facilities | 10,874 | 49,626 |
Warehouse Lending Facility [Member] | ||
Credit facilities and notes payable, net | ||
Senior secured debt - other | $ 0 | $ 0 |
Credit Facilities and Other D_4
Credit Facilities and Other Debt - Schedule of Company's Senior Secured Credit Facilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Senior Secured Credit Facilities With Financial Institutions [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 675,000 | |
Uncommitted amount | 900,000 | |
Borrowing Capacity | $ 200,000 | 1,575,000 |
Outstanding Amount | 489,258 | |
Senior Secured Credit Facilities With Financial Institutions [Member] | Third-party lenders [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | 505,000 | |
Uncommitted amount | 745,000 | |
Borrowing Capacity | 1,250,000 | |
Outstanding Amount | 238,443 | |
Senior Secured Credit Facilities With Financial Institutions 1 [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | 300,000 | |
Uncommitted amount | 300,000 | |
Borrowing Capacity | 600,000 | |
Outstanding Amount | $ 228,823 | |
Weighted- Average Interest Rate | 4.74% | |
Senior Secured Credit Facility With Financial Institution Two Member | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 200,000 | |
Uncommitted amount | 200,000 | |
Borrowing Capacity | 100,000 | 400,000 |
Outstanding Amount | $ 123,478 | |
Weighted- Average Interest Rate | 4.11% | |
Senior Secured Credit Facility With Financial Institution 3 [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 125,000 | |
Uncommitted amount | 375,000 | |
Borrowing Capacity | 500,000 | |
Outstanding Amount | $ 119,559 | |
Weighted- Average Interest Rate | 4.48% | |
Revolving Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 50,000 | |
Uncommitted amount | 25,000 | |
Borrowing Capacity | 75,000 | 75,000 |
Outstanding Amount | 9,591 | $ 17,398 |
Weighted- Average Interest Rate | 6.46% | |
June 2025 Revolving Credit Facility [Member] | Senior Secured Credit Facilities With Financial Institutions 1 [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | 200,000 | |
Uncommitted amount | 200,000 | |
Borrowing Capacity | 400,000 | |
Outstanding Amount | $ 160,993 | |
Weighted- Average Interest Rate | 7.78% | |
End of Revolving / Withdrawal Period | Jun. 30, 2025 | |
Maturity Date | Jun. 30, 2025 | |
March 2024 Revolving Credit Facility [Member] | Senior Secured Credit Facility With Financial Institution Two Member | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 100,000 | |
Uncommitted amount | 100,000 | |
Borrowing Capacity | 200,000 | |
Outstanding Amount | $ 57,735 | |
Weighted- Average Interest Rate | 7.46% | |
End of Revolving / Withdrawal Period | Oct. 31, 2023 | |
Maturity Date | Mar. 31, 2024 | |
December 2023 Revolving Credit Facility [Member] | Senior Secured Credit Facility With Financial Institution 3 [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 125,000 | |
Uncommitted amount | 375,000 | |
Borrowing Capacity | 500,000 | |
Outstanding Amount | $ 0 | |
Weighted- Average Interest Rate | 7.09% | |
End of Revolving / Withdrawal Period | Dec. 31, 2023 | |
Maturity Date | Dec. 31, 2023 | |
September 2024 Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 50,000 | |
Uncommitted amount | 25,000 | |
Borrowing Capacity | 75,000 | |
Outstanding Amount | $ 9,591 | |
Weighted- Average Interest Rate | 9.96% | |
End of Revolving / Withdrawal Period | Mar. 31, 2024 | |
Maturity Date | Sep. 30, 2024 | |
February 2025 Revolving Credit Facility [Member] | Third-party lenders [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 30,000 | |
Uncommitted amount | 45,000 | |
Borrowing Capacity | 75,000 | |
Outstanding Amount | $ 10,124 | |
Weighted- Average Interest Rate | 9.69% | |
End of Revolving / Withdrawal Period | Aug. 31, 2024 | |
Maturity Date | Feb. 28, 2025 |
Credit Facilities and Other D_5
Credit Facilities and Other Debt - Additional Information (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) Facility | Dec. 31, 2022 USD ($) | |
Common Class A [Member] | ||
Line Of Credit Facility [Line Items] | ||
Related party, holding percentage | 5% | |
Financial Institutions [Member] | ||
Line Of Credit Facility [Line Items] | ||
Number of facilities | Facility | 4 | |
Related Parties [Member] | ||
Line Of Credit Facility [Line Items] | ||
Number of facilities | Facility | 1 | |
Senior Secured Credit Facilities With Financial Institutions [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity | $ 200,000 | $ 1,575,000 |
Uncommitted amount | 900,000 | |
Borrowing Capacity, Committed | 675,000 | |
Senior Secured Credit Facilities With Financial Institutions 2 [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity | $ 100,000 | 400,000 |
Uncommitted amount | 200,000 | |
Borrowing Capacity, Committed | $ 200,000 | |
Weighted- Average Interest Rate | 4.11% | |
Senior Secured Credit Facility With Financial Institution 3 [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity | $ 500,000 | |
Uncommitted amount | 375,000 | |
Borrowing Capacity, Committed | $ 125,000 | |
Weighted- Average Interest Rate | 4.48% | |
Senior Secured Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Number of facilities | Facility | 5 | |
Borrowing Capacity | $ 1,557,500 | |
Borrowing Capacity, Committed | 627,500 | |
Senior Secured Debt [Member] | ||
Line Of Credit Facility [Line Items] | ||
Weighted- Average Interest Rate | 7.23% | |
Revolving Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity | 75,000 | $ 75,000 |
Uncommitted amount | 25,000 | |
Borrowing Capacity, Committed | $ 50,000 | |
Weighted- Average Interest Rate | 6.46% | |
Mezzanine Credit Facility With Related Party [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity | 45,000 | |
Mezzanine Credit Facility Financial Instituition One [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity | 22,500 | |
Mezzanine Revolving Credit Facilities | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity | 307,500 | $ 352,500 |
Uncommitted amount | 185,000 | 189,113 |
Borrowing Capacity, Committed | $ 122,500 | 163,387 |
Mezzanine Revolving Credit Facilities | Minimum [Member] | ||
Line Of Credit Facility [Line Items] | ||
Debt instrument, interest rate | 9.50% | |
Mezzanine Revolving Credit Facilities | Maximum | ||
Line Of Credit Facility [Line Items] | ||
Debt instrument, interest rate | 13% | |
Mezzanine Revolving Credit Facilities | TwoThousand And Twenty Four March Mezzanine Credit Facility With Related Party Member | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity | $ 45,000 | 90,000 |
Uncommitted amount | 22,500 | 45,000 |
Borrowing Capacity, Committed | $ 22,500 | $ 45,000 |
Weighted- Average Interest Rate | 12.50% | 9.55% |
Credit Facilities and Notes Pay
Credit Facilities and Notes Payable - Schedule of Company's Mezzanine Secured Credit Facilities (Details) - Mezzanine Revolving Credit Facilities - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 122,500 | $ 163,387 |
Uncommitted amount | 185,000 | 189,113 |
Borrowing Capacity | 307,500 | 352,500 |
Outstanding Amount | 39,137 | 92,404 |
June 2024 Mezzanine Credit Facility With Related Party [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | 65,000 | 65,000 |
Uncommitted amount | 32,500 | 32,500 |
Borrowing Capacity | 97,500 | 97,500 |
Outstanding Amount | $ 26,333 | $ 38,937 |
Weighted- Average Interest Rate | 11% | 11% |
End of Revolving / Withdrawal Period | Jun. 30, 2024 | |
Maturity Date | Jun. 30, 2024 | |
March 2024 Mezzanine Credit Facility With Related Party [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 22,500 | $ 45,000 |
Uncommitted amount | 22,500 | 45,000 |
Borrowing Capacity | 45,000 | 90,000 |
Outstanding Amount | $ 10,874 | $ 31,239 |
Weighted- Average Interest Rate | 12.50% | 9.55% |
End of Revolving / Withdrawal Period | Oct. 31, 2023 | |
Maturity Date | Mar. 31, 2024 | |
December 2023 Revolving Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 0 | $ 18,387 |
Uncommitted amount | 112,500 | 94,113 |
Borrowing Capacity | 112,500 | 112,500 |
Outstanding Amount | $ 0 | $ 18,387 |
Weighted- Average Interest Rate | 9.50% | 9.50% |
End of Revolving / Withdrawal Period | Dec. 31, 2023 | |
Maturity Date | Dec. 31, 2023 | |
September 2024 Revolving Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 35,000 | $ 35,000 |
Uncommitted amount | 17,500 | 17,500 |
Borrowing Capacity | 52,500 | 52,500 |
Outstanding Amount | $ 1,930 | $ 3,841 |
Weighted- Average Interest Rate | 13% | 11.05% |
End of Revolving / Withdrawal Period | Mar. 31, 2024 | |
Maturity Date | Sep. 30, 2024 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2023 | Jun. 08, 2023 | Dec. 31, 2022 | |
Derivative Warrant Liabilities [Line Items] | |||
Warrants expiration period after completion of business combination or earlier upon redemption or liquidation date | Sep. 01, 2026 | ||
Class A Common Stock | |||
Derivative Warrant Liabilities [Line Items] | |||
Number of warrants or rights, excercisable | 15 | ||
Number of securities into which each warrant or right may be converted | 15 | ||
Exercise price of warrants | $ 172.5 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Class A Common Stock | Public Warrant | |||
Derivative Warrant Liabilities [Line Items] | |||
Class of warrant or right outstanding | 16,100,000 | ||
Exercise price of warrants | $ 11.5 | ||
Class A Common Stock | Private Placement | |||
Derivative Warrant Liabilities [Line Items] | |||
Class of warrant or right outstanding | 5,700,000 | ||
Exercise price of warrants | $ 11.5 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Quoted Prices in Active Markets for Identical Liabilities (Level 1) | Public Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 225 | $ 343 |
Quoted Prices in Active Markets for Identical Liabilities (Level 1) | Derivative financial instrument | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets | 1,575 | |
Significant Unobservable Inputs (Level 3) | Private Placement Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 137 | $ 196 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Change in fair value of warrant liabilities | $ (131) | $ (1,961) | $ (177) | $ (20,162) |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | 0 | 0 | 0 | 0 |
Public Warrant | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Change in fair value of warrant liabilities | $ (100) | $ (1,400) | $ (100) | $ 11,800 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Liabilities Measured on Recurring Basis Unobservable Input Reconciliation (Details) - Private Placement Warrant - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Beginning balance | $ 171 | $ 1,897 | $ 196 | $ 9,705 |
Change in fair value of private placement warrants included in net income | (34) | (589) | (59) | (8,397) |
Ending balance | $ 137 | $ 1,308 | $ 137 | $ 1,308 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||
Jan. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 13, 2023 | Jun. 08, 2023 | Dec. 31, 2022 | |
Class Of Stock [Line Items] | ||||||
Shares authorized | 2,100,000,000 | 2,370,000,000 | ||||
Preferred stock, shares authorized | 100,000,000 | |||||
Preferred stock, par value per share | $ 0.0001 | |||||
Preferred stock, shares issued | 0 | |||||
Preferred stock, shares outstanding | 0 | |||||
Proceeds from exercise of pre-funded warrants | $ 11 | $ 0 | ||||
Class A Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | ||||
Shares authorized | 2,000,000,000 | 2,000,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 27,232,918 | 15,491,000 | ||||
Common stock, shares outstanding | 27,232,918 | 15,491,000 | ||||
Warrants exercisable | $ 172.5 | |||||
Class B Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares authorized | 14,816,236 | 0 | 20,000,000 | |||
Shares authorized | 20,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 0 | 988,000 | ||||
Common stock, shares outstanding | 0 | 988,000 | ||||
Class C Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Shares authorized | 250,000,000 | |||||
Private Placement | Class A Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Warrants exercisable | $ 11.5 | |||||
Class of warrant or right outstanding | 5,700,000 | |||||
Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Shares authorized | 100,000,000 | 100,000,000 | ||||
Pre Funded Warrants | Class A Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Class Of Warrant Or Right Issued | 10,700,000 | |||||
Common stock, shares outstanding | 0 | |||||
Class of warrants issued | 10,700,000 | |||||
Pre Funded Warrants | Private Placement | ||||||
Class Of Stock [Line Items] | ||||||
Class Of Warrant Or Right Issued | 160,700,000 | |||||
Class of warrants issued | 160,700,000 | |||||
Warrants exercisable | $ 0.0001 | |||||
Proceeds from exercise of pre-funded warrants | $ 90,000 | |||||
Pre Funded Warrants | Private Placement | Class A Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Warrants exercisable | $ 0.5599 |
Stock Based Awards - Additional
Stock Based Awards - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation awards granted | 0 | |
Stock option exercised, intrinsic value | $ 0.1 | $ 35.9 |
Unrecognized stock based compensation expense | $ 1.7 | |
Unrecognized stock based compensation expense, recognition period | 1 year 5 months 4 days | |
Option granted, weighted-average grant date fair value | $ 0 | $ 41 |
Fair value of options vested | $ 1.5 | $ 1.3 |
Restricted Stock Units (RSUs) [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vested | 33,000 | |
Unrecognized stock based compensation expense | $ 5.7 | |
Unrecognized stock based compensation expense, recognition period | 2 years 4 months 24 days | |
Fair value of options vested | $ 2.7 | $ 0.9 |
Restricted stock units granted | 264,000 | |
Restricted Stock Units (RSUs) [Member] | Employee [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Restricted Stock Units (RSUs) [Member] | Non-Employee [Member] | Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 3 months | |
Restricted Stock Units (RSUs) [Member] | Non-Employee [Member] | Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Performance-Based Restricted Stock Units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Vested | 0 | |
Unrecognized stock based compensation expense | $ 4 | |
Unrecognized stock based compensation expense, recognition period | 1 year 5 months 1 day | |
Restricted stock units granted | 0 | |
Long-Term Incentives (LTI) [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized stock based compensation expense | $ 4.1 | |
Unrecognized stock based compensation expense, recognition period | 3 years 2 months 12 days | |
Class A Common Stock | Restricted Stock Units (RSUs) [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vested | 100 | |
2021 Equity Incentive plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Diluted shares conversion percentage | 5% | |
reserved for issuance | 1,755,548 | |
2021 Equity Incentive plan | Restricted Stock Units (RSUs) [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Restricted stock units granted | 11,117 | |
2021 Equity Incentive plan | Performance-Based Restricted Stock Units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Restricted stock units granted | 16,376 | |
2021 Equity Incentive plan | Class A Common Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares reserved for future issuance | 26,333,222 | |
Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Diluted shares conversion percentage | 1% | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued | 0 | |
Number of Shares Available for Grant | 175,554 | |
Employee Stock Purchase Plan | Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares Available for Grant | 3,333,333 | |
Employee Stock Purchase Plan | Class A Common Stock | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares Available for Grant | 2,633,322 |
Stock Based Awards - Summary of
Stock Based Awards - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | ||
Options, Outstanding at beginning of period | 1,182 | |
Options, Granted | 0 | |
Options, Excercised | (14) | |
Options, Forfeited, canceled or expired | (73) | |
Options, Outstanding at end of period | 1,095 | 1,182 |
Options, Exercisable | 984 | |
Options, Vested and expected to vest | 1,095 | |
Weighted Average Exercise Price | ||
Weighted average exercise price per share, Outstanding beginning of period | $ 12.47 | |
Weighted average exercise price per share, Granted | 0 | |
Weighted average exercise price per share, Exercised | 3.72 | |
Weighted average exercise price per share, Forfeited, canceled or expired | 18.87 | |
Weighted average exercise price per share, Outstanding at end of period | 12.16 | $ 12.47 |
Weighted average exercise price per share, Exercisable | 11.31 | |
Weighted average exercise price per share, Vested and expected to vest | $ 12.16 | |
Weighted average remaining contractual term | 4 years 7 months 24 days | 5 years 9 months 25 days |
Weighted average remaining contractual term, Exercisable | 4 years 3 months 25 days | |
Weighted average remaining contractual term, Vested and expected to vest | 4 years 7 months 24 days | |
Aggregate intrinsic value, Outstanding beginning of period | $ 953 | |
Aggregate intrinsic value, Outstanding end of period | 1,571 | $ 953 |
Aggregate intrinsic value, Exercisable | 1,571 | |
Aggregate intrinsic value, Vested and expected to vest | $ 1,571 |
Stock Based Award - Schedule Of
Stock Based Award - Schedule Of assumptions used in the Black-Scholes Model for options granted (Details) - Employee Stock Option | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 6 years 3 months |
Dividend yield | 0% |
Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free interest rate | 1.63% |
Expected volatility | 57.80% |
Fair value on grant date | $ 21.45 |
Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free interest rate | 3.37% |
Expected volatility | 60% |
Fair value on grant date | $ 76.65 |
Stock Based Awards - Summary _2
Stock Based Awards - Summary of RSU award activity (Details) - Restricted Stock Units (RSUs) [Member] shares in Thousands | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning Balance | shares | 131 |
Granted | shares | 264 |
Vested and settled | shares | (33) |
Forfeited | shares | (14) |
Ending Balance | shares | 348 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 70.92 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 12.12 |
Weighted Average Grant Date Fair Value, Vested and Settled | $ / shares | 76.71 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 72.38 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 25.68 |
Stock Based Awards - Schedule o
Stock Based Awards - Schedule of assumptions used in the Monte Carlo simulation model (Details) - Performance-Based Restricted Stock Units [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk-free interest rate | 1.47% |
Expected volatility | 60% |
Dividend yield | 0% |
Fair value on grant date | $ 76.65 |
Stock Based Awards - Summary _3
Stock Based Awards - Summary of PSU award activity (Details) - Performance-Based Restricted Stock Units [Member] shares in Thousands | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning Balance | shares | 129 |
Granted | shares | 0 |
Vested | shares | 0 |
Forfeited | shares | (10) |
Ending Balance | shares | 119 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 70.81 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Vested and Settled | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 70.81 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 70.81 |
Stock-Based Awards - Summary LT
Stock-Based Awards - Summary LTI Awards using a Monte Carlo simulation model (Details) - Long-Term Incentives (LTI) [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk-free interest rate | 4.12% |
Expected volatility | 95% |
Dividend yield | 0% |
Fair value on grant date | $ 7.81 |
Stock Based Awards - Summary _4
Stock Based Awards - Summary of stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,017 | $ 2,265 | $ 5,915 | $ 6,293 |
Sales, Marketing and Operating [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 650 | 553 | 1,479 | 1,517 |
General and Administrative [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 1,242 | 1,603 | 4,155 | 4,334 |
Technology and Development [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 125 | $ 109 | $ 281 | $ 442 |
Variable Interest Entities - Su
Variable Interest Entities - Summary of Assets and Liabilities Related to VIEs (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Assets | |||
Restricted cash | $ 7,409 | $ 43,058 | |
Accounts receivable | 3,874 | 2,350 | |
Real estate inventory | 289,597 | 664,697 | |
Prepaid expenses and other current assets | 6,464 | 6,833 | |
Property and equipment, net | 4,698 | 5,194 | |
Total Assets | [1] | 422,147 | 825,069 |
Liabilities | |||
Accounts payable | 6,359 | 4,647 | |
Accrued and other current liabilities | 22,465 | 28,252 | |
Total liabilities | [2] | 306,930 | 703,192 |
Variable Interest Entity [Member] | |||
Assets | |||
Restricted cash | 7,309 | 42,958 | |
Accounts receivable | 1,453 | 1,841 | |
Real estate inventory | 289,597 | 664,697 | |
Prepaid expenses and other current assets | 742 | 212 | |
Total Assets | 299,101 | 709,708 | |
Liabilities | |||
Accounts payable | 2,158 | 1,976 | |
Accrued and other current liabilities | 2,035 | 4,408 | |
Secured credit facilities and other debt, net | 275,775 | 666,065 | |
Total liabilities | $ 279,968 | $ 672,449 | |
[1] Our consolidated assets as of September 30, 2023 and December 31, 2022 include the following assets of certain variable interest entities (“VIEs”) that can only be used to settle the liabilities of those VIEs: Restricted cash, $ 7,309 and $ 42,958 ; Accounts receivable, $ 1,453 and $ 1,841 ; Real estate inventory, $ 289,597 and $ 664,697 ; Prepaid expenses and other current assets, $ 742 and $ 212 ; Total assets of $ 299,101 and $ 709,708 , respectively. Our consolidated liabilities as of September 30, 2023 and December 31, 2022 include the following liabilities for which the VIE creditors do not have recourse to Offerpad: Accounts payable, $ 2,158 and $ 1,976 ; Accrued and other current liabilities, $ 2,035 and $ 4,408 ; Secured credit facilities and other debt, net, $ 275,775 and $ 666,065 ; Total liabilities, $ 279,968 and $ 672,449 , respectively. |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Components of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Net loss | $ (19,986) | $ (80,022) | $ (101,777) | $ (27,476) | |
Weighted average common shares outstanding, basic | 27,276 | 16,477 | 26,079 | 16,293 | |
Dilutive effect of stock options | [1] | 0 | 0 | 0 | 0 |
Dilutive effect of restricted stock units | [1] | 0 | 0 | 0 | 0 |
Weighted average common shares outstanding, diluted | 27,276 | 16,477 | 26,079 | 16,293 | |
Net loss per share, basic | $ (0.73) | $ (4.86) | $ (3.9) | $ (1.69) | |
Net loss per share, diluted | $ (0.73) | $ (4.86) | $ (3.9) | $ (1.69) | |
Stock Options [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities excluded from diluted loss per share: | [1] | 612 | 630 | 903 | 255 |
Restricted Stock Units [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities excluded from diluted loss per share: | [1] | 282 | 112 | 144 | 120 |
Performance-Based Restricted Stock Units [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities excluded from diluted loss per share: | 119 | 135 | 125 | 139 | |
Warrants [Member] | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities excluded from diluted loss per share: | 1,452 | 1,452 | 1,452 | 1,452 | |
[1] (1) Due to the net loss during each of the three and nine months ended September 30, 2023 and 2022, no dilutive securities were included in the calculation of diluted loss per share because they would have been anti-dilutive. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Examination [Line Items] | ||||
Income tax (expense) benefit | $ (6) | $ 3,474 | $ (171) | $ (35) |
Company's effective tax rate | 0.10% | (4.20%) | 0.20% | 0.10% |
Company's federal statutory rate | 21% | |||
Valuation allowance | $ 82,000 | $ 82,000 | ||
Minimum | ||||
Income Tax Examination [Line Items] | ||||
Income tax (expense) benefit | $ (100) | $ (100) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Facility $ / shares shares | Sep. 30, 2022 USD ($) | Mar. 16, 2020 USD ($) | Oct. 26, 2016 USD ($) | |
Related Party Transaction [Line Items] | ||||||
Preferred stock, shares issued | shares | 0 | 0 | ||||
Interest Expense | $ 4,406 | $ 15,889 | $ 13,705 | $ 30,856 | ||
Operating Costs and Expenses | $ 255 | 255 | $ 1,243 | 1,129 | ||
Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Warrants exercisable | $ / shares | $ 172.5 | $ 172.5 | ||||
First American Financial Corporation | Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Operating Costs and Expenses | $ 1,600 | 3,800 | $ 5,900 | 14,700 | ||
LL Capital Partners I, L.P | Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Interest Expense | $ 800 | $ 2,400 | $ 3,000 | $ 6,800 | ||
Senior Secured Credit Line | ||||||
Related Party Transaction [Line Items] | ||||||
Number of Facilities | Facility | 1 | |||||
LL Mezz Loan Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum principal amount | $ 97,500 | |||||
L L Funds Loan Agreement | Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 5% | |||||
L L Funds Loan Agreement | Senior Secured Credit Line | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum principal amount | $ 75,000 | |||||
L L Funds Loan Agreement | Mezzanine Secured Loan | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum principal amount | $ 52,500 | |||||
First Funding Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 5% | 5% | ||||
Borrowing Capacity | $ 15,000 | $ 15,000 | ||||
First American Credit Agreement [Member] | Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 5% | 5% |
Related-Party Transactions - Su
Related-Party Transactions - Summary of Credit Facilities as Related Parties (Details) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Senior Secured Credit Facility With Related Party | ||
Related Party Transaction [Line Items] | ||
Borrowing Capacity | $ 75,000 | $ 75,000 |
Outstanding Amount | 9,591 | 17,398 |
Mezzanine Secured Credit Facilities With a Related Party | ||
Related Party Transaction [Line Items] | ||
Borrowing Capacity | 150,000 | 150,000 |
Outstanding Amount | $ 28,263 | $ 42,778 |
Related-Party Transactions - _2
Related-Party Transactions - Summary of Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Operating Costs and Expenses | $ 255 | $ 255 | $ 1,243 | $ 1,129 |
Brother 1 | Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Operating Costs and Expenses | 114 | 115 | 582 | 533 |
Brother 2 | Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Operating Costs and Expenses | 108 | 108 | 548 | 502 |
Sister-in-law | Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Operating Costs and Expenses | $ 33 | $ 32 | $ 113 | $ 94 |
Related-Party Transactions - _3
Related-Party Transactions - Summary of Equity Awards Granted to Related Parties (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||
Share-based compensation awards granted | 0 | |
Restricted Stock Units (RSUs) [Member] | ||
Related Party Transaction [Line Items] | ||
Restricted stock units granted | 264,000 | |
Performance-Based Restricted Stock Units [Member] | ||
Related Party Transaction [Line Items] | ||
Restricted stock units granted | 0 | |
2021 Equity Incentive plan | Restricted Stock Units (RSUs) [Member] | ||
Related Party Transaction [Line Items] | ||
Restricted stock units granted | 11,117 | |
2021 Equity Incentive plan | Performance-Based Restricted Stock Units [Member] | ||
Related Party Transaction [Line Items] | ||
Restricted stock units granted | 16,376 | |
2021 Equity Incentive plan | Employee Stock Option [Member] | ||
Related Party Transaction [Line Items] | ||
Share-based compensation awards granted | 400 | |
2021 Equity Incentive plan | Brother 1 | Restricted Stock Units (RSUs) [Member] | ||
Related Party Transaction [Line Items] | ||
Restricted stock units granted | 5,624 | |
2021 Equity Incentive plan | Brother 1 | Performance-Based Restricted Stock Units [Member] | ||
Related Party Transaction [Line Items] | ||
Restricted stock units granted | 8,436 | |
2021 Equity Incentive plan | Brother 1 | Employee Stock Option [Member] | ||
Related Party Transaction [Line Items] | ||
Share-based compensation awards granted | 0 | |
2021 Equity Incentive plan | Brother 2 | Restricted Stock Units (RSUs) [Member] | ||
Related Party Transaction [Line Items] | ||
Restricted stock units granted | 5,293 | |
2021 Equity Incentive plan | Brother 2 | Performance-Based Restricted Stock Units [Member] | ||
Related Party Transaction [Line Items] | ||
Restricted stock units granted | 7,940 | |
2021 Equity Incentive plan | Brother 2 | Employee Stock Option [Member] | ||
Related Party Transaction [Line Items] | ||
Share-based compensation awards granted | 0 | |
2021 Equity Incentive plan | Sister-in-law | Restricted Stock Units (RSUs) [Member] | ||
Related Party Transaction [Line Items] | ||
Restricted stock units granted | 200 | |
2021 Equity Incentive plan | Sister-in-law | Performance-Based Restricted Stock Units [Member] | ||
Related Party Transaction [Line Items] | ||
Restricted stock units granted | 0 | |
2021 Equity Incentive plan | Sister-in-law | Employee Stock Option [Member] | ||
Related Party Transaction [Line Items] | ||
Share-based compensation awards granted | 400 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Sep. 30, 2023 USD ($) Home |
Commitments and Contingencies Disclosure [Abstract] | |
Contract to purchase homes | Home | 393 |
Aggregate purchase price | $ | $ 103.3 |