Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 20, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
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 | true | ||
Entity Public Float | $ 139.6 | ||
Entity Shell Company | false | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
ICFR Auditor Attestation Flag | true | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | ||
Trading Symbol | OPAD | ||
Security Exchange Name | NYSE | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Entity File Number | 001-39641 | ||
Entity Tax Identification Number | 85-2800538 | ||
Entity Address, Address Line One | 2150 E. Germann Road | ||
Entity Address, Address Line Two | Suite 1 | ||
Entity Address, City or Town | Chandler | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85286 | ||
City Area Code | 844 | ||
Local Phone Number | 388-4539 | ||
Document Annual Report | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Document Transition Report | false | ||
Entity Common Stock, Shares Outstanding | 27,285,039 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement relating to its 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after December 31, 2023 are incorporated by reference into Part III of this Annual Report on Form 10-K | ||
Auditor Firm ID | 34 | ||
Auditor Location | Tempe, Arizona | ||
Auditor Name | DELOITTE & TOUCHE LLP |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 75,967 | $ 97,241 | |
Restricted cash | 3,967 | 43,058 | |
Accounts receivable | 9,935 | 2,350 | |
Real estate inventory | 276,500 | 664,697 | |
Prepaid expenses and other current assets | 5,236 | 6,833 | |
Total current assets | 371,605 | 814,179 | |
Property and equipment, net | 4,517 | 5,194 | |
Other non-current assets | 3,572 | 5,696 | |
Total assets | [1] | 379,694 | 825,069 |
Current liabilities: | |||
Accounts payable | 4,946 | 4,647 | |
Accrued and other current liabilities | 13,859 | 28,252 | |
Secured credit facilities and other debt, net | 227,132 | 605,889 | |
Secured credit facilities and other debt - related party | 30,092 | 60,176 | |
Total current liabilities | 276,029 | 698,964 | |
Warrant liabilities | 471 | 539 | |
Other long-term liabilities | 1,418 | 3,689 | |
Total liabilities | [2] | 277,918 | 703,192 |
Commitments and contingencies (Note 17) | |||
Stockholders' equity: | |||
Additional paid in capital | 499,660 | 402,544 | |
Accumulated deficit | (397,887) | (280,669) | |
Total stockholders' equity | 101,776 | 121,877 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 379,694 | 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 December 31, 2023 and 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, $ 3,867 and $ 42,958 ; Accounts receivable, $ 6,782 and $ 1,841 ; Real estate inventory, $ 276,500 and $ 664,697 ; Prepaid expenses and other current assets, $ 1,588 and $ 212 ; Total assets of $ 288,737 and $ 709,708 , respectively. Our consolidated liabilities as of December 31, 2023 and 2022 include the following liabilities for which the VIE creditors do not have recourse to Offerpad: Accounts payable, $ 1,798 and $ 1,976 ; Accrued and other current liabilities, $ 2,027 and $ 4,408 ; Secured credit facilities and other debt, net, $ 257,224 and $ 666,065 ; Total liabilities, $ 261,049 and $ 672,449 , respectively. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Restricted cash | $ 3,967 | $ 43,058 | |
Accounts receivable | 9,935 | 2,350 | |
Real estate inventory | 276,500 | 664,697 | |
Prepaid expenses and other current assets | 5,236 | 6,833 | |
Total assets | [1] | 379,694 | 825,069 |
Accounts payable | 4,946 | 4,647 | |
Accrued and other current liabilities | 13,859 | 28,252 | |
Secured credit facilities and other debt, net | 227,132 | 605,889 | |
Total liabilities | [2] | 277,918 | 703,192 |
Variable Interest Entity | |||
Restricted cash | 3,867 | 42,958 | |
Accounts receivable | 6,782 | 1,841 | |
Real estate inventory | 276,500 | 664,697 | |
Prepaid expenses and other current assets | 1,588 | 212 | |
Total assets | 288,737 | 709,708 | |
Accounts payable | 1,798 | 1,976 | |
Accrued and other current liabilities | 2,027 | 4,408 | |
Secured credit facilities and other debt, net | 257,224 | 666,065 | |
Total liabilities | $ 261,049 | $ 672,449 | |
Series A Convertible Preferred Stock | |||
Temporary equity, shares outstanding | 0 | 0 | |
Series A-1 Convertible Preferred Stock | |||
Temporary equity, shares outstanding | 0 | 0 | |
Series A-2 Convertible Preferred Stock | |||
Temporary equity, shares outstanding | 0 | 0 | |
Series B Convertible Preferred Stock | |||
Temporary equity, shares outstanding | 0 | 0 | |
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 | 27,233,075 | 15,491,000 | |
Common stock, shares outstanding | 27,233,000 | 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 December 31, 2023 and 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, $ 3,867 and $ 42,958 ; Accounts receivable, $ 6,782 and $ 1,841 ; Real estate inventory, $ 276,500 and $ 664,697 ; Prepaid expenses and other current assets, $ 1,588 and $ 212 ; Total assets of $ 288,737 and $ 709,708 , respectively. Our consolidated liabilities as of December 31, 2023 and 2022 include the following liabilities for which the VIE creditors do not have recourse to Offerpad: Accounts payable, $ 1,798 and $ 1,976 ; Accrued and other current liabilities, $ 2,027 and $ 4,408 ; Secured credit facilities and other debt, net, $ 257,224 and $ 666,065 ; Total liabilities, $ 261,049 and $ 672,449 , respectively. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenue | $ 1,314,412 | $ 3,952,314 | $ 2,070,446 |
Costs of revenue | 1,244,231 | 3,769,892 | 1,862,631 |
Gross profit | 70,181 | 182,422 | 207,815 |
Operating expenses: | |||
Sales, marketing and operating | 116,558 | 238,931 | 146,872 |
General and administrative | 50,091 | 58,718 | 30,317 |
Technology and development | 7,945 | 12,090 | 10,860 |
Total operating expenses | 174,594 | 309,739 | 188,049 |
(Loss) income from operations | (104,413) | (127,317) | 19,766 |
Other income (expense): | |||
Change in fair value of warrant liabilities | 68 | 23,522 | 2,464 |
Interest expense | (18,859) | (45,991) | (15,848) |
Other income, net | 6,149 | 1,532 | 248 |
Total other expense | (12,642) | (20,937) | (13,136) |
(Loss) income before income taxes | (117,055) | (148,254) | 6,630 |
Income tax expense | (163) | (359) | (170) |
Net (loss) income | $ (117,218) | $ (148,613) | $ 6,460 |
Net (loss) income per share, basic | $ (4.44) | $ (9.09) | $ 0.82 |
Net (loss) income per share, diluted | $ (4.44) | $ (9.09) | $ 0.68 |
Weighted average common shares outstanding, basic | 26,385 | 16,343 | 7,905 |
Weighted average common shares outstanding, diluted | 26,385 | 16,343 | 9,548 |
Consolidated Statements of Chan
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 | Treasury Stock, Common [Member] | Series A Convertible Preferred Stock | Series A-1 Convertible Preferred Stock | Series A-2 Convertible Preferred Stock | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock |
Beginning balance at Dec. 31, 2020 | $ (143,258) | $ 0 | $ 5,908 | $ (138,516) | $ (10,650) | |||||
Beginning balance, shares at Dec. 31, 2020 | 3,857 | 4,794 | ||||||||
Temporary Equity, Balance at Dec. 31, 2020 | 184,123 | $ 14,921 | $ 7,470 | $ 7,463 | $ 49,845 | $ 104,424 | ||||
Temporary Equity, Balance, shares at Dec. 31, 2020 | 20,907 | 10,905 | 8,322 | 58,390 | 39,985 | |||||
Issuance of common stock upon exercise of stock options | 647 | 647 | ||||||||
Options, Excercised | 152 | |||||||||
Stock Issued During Period, Value, Stock Options Exercised | 647 | 647 | ||||||||
Issuance of common stock upon early exercise of stock options, shares | 14 | |||||||||
Vesting of early exercised stock options | 171 | 171 | ||||||||
Conversion of preferred stock to common stock | (184,123) | $ (14,921) | $ (7,470) | $ (7,463) | $ (49,845) | $ (104,424) | ||||
Conversion of preferred stock to common stock, Shares | (20,907) | (10,905) | (8,322) | (58,390) | (39,985) | |||||
Conversion of preferred stock to common stock | 184,123 | $ 1 | 184,122 | |||||||
Conversion of preferred stock to common stock, shares | 9,241 | |||||||||
Issuance of Class A common stock and Class B common stock in connection with Business Combination | 206,347 | $ 1 | 195,696 | $ 10,650 | ||||||
Issuance of Class A common stock and Class B common stock in connection with Business Combination, shares | 2,671 | (4,794) | ||||||||
Repurchased shares, shares | (5) | |||||||||
Stock-based compensation expense | 3,079 | 3,079 | ||||||||
Net Income (Loss) | 6,460 | 6,460 | ||||||||
Ending balance at Dec. 31, 2021 | 257,569 | $ 2 | 389,623 | (132,056) | $ 0 | |||||
Ending balance, shares at Dec. 31, 2021 | 15,930 | |||||||||
Temporary Equity, Balance at Dec. 31, 2021 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Temporary Equity, Balance, shares at Dec. 31, 2021 | 0 | 0 | 0 | 0 | 0 | |||||
Issuance of common stock upon exercise of stock options | 4,671 | 4,671 | ||||||||
Issuance of common stock upon vesting of restricted stock units, shares | 9 | |||||||||
Issuance of common stock upon vesting of restricted stock units | (57) | (57) | ||||||||
Options, Excercised | 540 | |||||||||
Stock Issued During Period, Value, Stock Options Exercised | 4,671 | 4,671 | ||||||||
Conversion of preferred stock to common stock | 0 | |||||||||
Stock-based compensation expense | 8,307 | 8,307 | ||||||||
Net Income (Loss) | (148,613) | (148,613) | ||||||||
Ending balance at Dec. 31, 2022 | 121,877 | $ 2 | 402,544 | (280,669) | ||||||
Ending balance, shares at Dec. 31, 2022 | 16,479 | |||||||||
Temporary Equity, Balance at Dec. 31, 2022 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Temporary Equity, Balance, shares at Dec. 31, 2022 | 0 | 0 | 0 | 0 | ||||||
Issuance of common stock upon exercise of stock options | 53 | 53 | ||||||||
Issuance of common stock upon vesting of restricted stock units, shares | 25 | |||||||||
Issuance of common stock upon vesting of restricted stock units | (78) | (78) | ||||||||
Options, Excercised | 14 | |||||||||
Stock Issued During Period, Value, Stock Options Exercised | 53 | 53 | ||||||||
Conversion of preferred stock to common stock | 0 | |||||||||
Issuance of pre-funded warrants, net | 89,216 | 89,216 | ||||||||
Exercise of pre-funded warrants,Share | 10,715 | |||||||||
Exercise of pre-funded warrants | 11 | $ 1 | 10 | |||||||
Stock-based compensation expense | 7,915 | 7,915 | ||||||||
Net Income (Loss) | (117,218) | (117,218) | ||||||||
Ending balance at Dec. 31, 2023 | 101,776 | $ 3 | $ 499,660 | $ (397,887) | $ 0 | |||||
Ending balance, shares at Dec. 31, 2023 | 27,233 | 0 | ||||||||
Temporary Equity, Balance at Dec. 31, 2023 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Temporary Equity, Balance, shares at Dec. 31, 2023 | 0 | 0 | 0 | 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (117,218) | $ (148,613) | $ 6,460 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||
Depreciation | 728 | 1,022 | 523 |
Amortization of debt financing costs | 4,343 | 2,948 | 916 |
Real estate inventory valuation adjustment | 8,937 | 93,810 | 2,843 |
Stock-based compensation | 7,915 | 8,307 | 3,079 |
Change in fair value of warrant liabilities | (68) | (23,522) | (2,464) |
Gain on sale of derivative instruments | (2,124) | 0 | 0 |
Loss (gain) on disposal of property and equipment | 76 | 0 | (246) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (7,585) | 3,815 | (3,845) |
Real estate inventory | 379,260 | 374,064 | (949,591) |
Prepaid expenses and other assets | 3,733 | (275) | (5,288) |
Accounts payable | 299 | (1,752) | 4,130 |
Accrued and other liabilities | (16,664) | (4,402) | 21,563 |
Net cash provided by (used in) operating activities | 261,632 | 305,402 | (921,920) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (127) | (1,070) | (13,687) |
Purchases of derivative instruments | (2,569) | 0 | 0 |
Proceeds from sale of derivative instruments | 4,681 | 0 | 0 |
Proceeds from sales of property and equipment | 0 | 0 | 2,032 |
Net cash provided by (used in) investing activities | 1,985 | (1,070) | (11,655) |
Cash flows from financing activities: | |||
Borrowings from credit facilities and other debt | 875,559 | 3,178,033 | 2,764,071 |
Repayments of credit facilities and other debt | (1,286,795) | (3,540,466) | (1,912,837) |
Payment of debt financing costs | (1,948) | (646) | (7,632) |
Borrowings from warehouse lending facility | 25,193 | 0 | 0 |
Repayments of warehouse lending facility | (25,193) | 0 | 0 |
Proceeds from issuance of pre-funded warrants | 90,000 | 0 | 0 |
Proceeds from exercise of pre-funded warrants | 11 | 0 | 0 |
Issuance cost of pre-funded warrants | (784) | 0 | 0 |
Proceeds from exercise of stock options | 53 | 4,898 | 902 |
Payments for taxes related to stock-based awards | (78) | (285) | 0 |
Proceeds from Business Combination | 0 | 0 | 284,011 |
Issuance cost of common stock | 0 | 0 | (51,249) |
Net cash (used in) provided by financing activities | (323,982) | (358,466) | 1,077,266 |
Net change in cash, cash equivalents and restricted cash | (60,365) | (54,134) | 143,691 |
Cash, cash equivalents and restricted cash, beginning of period | 140,299 | 194,433 | 50,742 |
Cash, cash equivalents and restricted cash, end of period | 79,934 | 140,299 | 194,433 |
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet: | |||
Cash and cash equivalents | 75,967 | 97,241 | 169,817 |
Restricted cash | 3,967 | 43,058 | 24,616 |
Supplemental disclosure of cash flow information: | |||
Cash payments for interest | 24,730 | 59,732 | 21,875 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Transfer of property and equipment, net to real estate inventory | 0 | 0 | 14,464 |
Acquisition of warrant liabilities | 0 | 0 | 26,525 |
Conversion of preferred stock to common stock | 0 | 0 | 184,123 |
Conversion of treasury stock | 0 | 0 | 184,123 |
Treasury Stocks (Member) | |||
Supplemental disclosure of non-cash investing and financing activities: | |||
Conversion of preferred stock to common stock | 0 | 0 | 10,650 |
Conversion of treasury stock | $ 0 | $ 0 | $ 10,650 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (117,218) | $ (148,613) | $ 6,460 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 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 simplicity, peace of mind, freedom, and value. The Company is currently headquartered in Chandler, Arizona and operates in over 1,700 cities and towns in 25 metropolitan markets across 15 states as of December 31, 2023 . Basis of Presentation The accompanying 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”). 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”). Offerpad Solutions Inc. was formed on September 1, 2021 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. The Business Combination was accounted for as a reverse recapitalization. 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 value $ 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. 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, 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 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 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 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 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. Segment Reporting The Company’s Chief Executive Officer, who is the Company’s Chief Operating Decision Maker, reviews the financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it is organized and operated as one operating and reportable segment on a consolidated basis for each of the periods presented. Cash and Cash Equivalents Cash includes demand deposits with banks and financial institutions. Cash equivalents include only investments with original maturities to us of three months or less that are highly liquid and readily convertible to known amounts of cash. Restricted Cash Restricted cash primarily consists of cash received from the resale of homes that is specifically designated to repay borrowings under one of the Company’s secured credit facilities and is typically released within a few days of the home sale. Concentrations of Credit Risk Financial instruments that are potentially subject to concentrations of credit risk are primarily cash and cash equivalents. Cash and cash equivalents are placed with major financial institutions deemed to be of high-credit-quality in order to limit credit exposure. Cash is regularly maintained in excess of federally insured limits at the financial institutions. Management believes that the Company is not exposed to any significant credit risk related to cash deposits. Accounts Receivable Accounts receivable is principally generated through the sale of a home and generally results in a one- or two-day delay in receiving cash from the title company. Accounts receivable is stated at the amount management expects to collect from outstanding balances. Most of the Company’s transactions are processed through escrow and therefore, collectability is reasonably assured. The Company reviews accounts receivable on a regular basis and estimates an amount of losses for uncollectible accounts based on its historical collections, age of the receivable, and any other known conditions that may affect collectability. 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 o f $ 8.9 million, $ 93.8 million, and $ 2.8 million during the years ended December 31, 2023, 2022, and 2021, 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 consolidated balance sheets, and changes in fair value are recognized in Other income, net in the consolidated statements of operations. Refer to Note 4. Derivative Financial Instruments , for further details. Property and Equipment Property and equipment is recorded at cost less accumulated depreciation, and primarily consists of rooftop solar panel systems installed on residential real estate . Th e Company depreciates its property and equipment using the straight-line method over the estimated useful lives of the related assets, which are as follows: Property and Equipment Category Estimated Useful Life Rooftop solar panel systems Twenty years Leasehold improvements Lesser of estimated useful life or remaining lease term Computers and equipment Five years Office equipment and furniture Seven years Software systems Three to five years Refer to Note 5. Property and Equipment, for further details. Leases The Company determines if an arrangement is or contains a lease at inception of the arrangement. For leases with terms greater than 12 months, the Company records the related operating or finance right-of-use asset and lease liability at the present value of the future lease payments over the lease term at the lease commencement date. The Company is generally not able to readily determine the implicit rate in its lease arrangements, and therefore, uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate represents the Company’s estimate of the interest rate the Company would incur at lease commencement to borrow an amount similar to the lease payments on a collateralized basis over the term of a lease. Renewal and early termination options are not included in the measurement of the right-of-use asset and lease liability unless the Company is reasonably certain to exercise the option. Additionally, certain leases contain lease incentives, such as construction allowances from landlords. These incentives reduce the right-of-use asset related to the lease. Certain of the Company’s leases contain rent escalations over the lease term. The Company recognizes expense for operating leases on a straight-line basis over the lease term. Certain of the Company’s lease agreements also contain variable lease payments for common area maintenance, utility, and taxes. The Company combines lease and non-lease components for all asset categories. Therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with non-lease component charges. The Company does not have significant residual value guarantees or restrictive covenants in its lease portfolio. Operating lease assets and liabilities are included on the Company’s Consolidated Balance Sheet in Other non-current assets , Accrued and other current liabilities , and Other long-term liabilities . Refer to Note 6. Leases, for further details. Long-Lived Asset Impairments Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. The Company recognized no impairment charges on its long-lived assets during the years ended December 31, 2023, 2022, and 2021 . Warrant Liabilities The Company evaluates its financial instruments, including its outstanding warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company has outstanding public and private warrants, both of which do not meet the criteria for equity classification and are accounted for as liabilities. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts the warrants to fair value at each reporting period. The warrant liabilities are subject to re-measurement at each balance sheet date until exercised or expired, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the public warrants is estimated based on the quoted market price of such warrants on the valuation date. The fair value of the private warrants is generally estimated using the Black-Scholes-Merton option-pricing model. Refer to Note 9. Warrant Liabilities, for further details. Revenue Recognition Revenue is recognized when (or as) performance obligations are satisfied by transferring control of the promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or services. The Company applies the following steps in determining the timing and amount of revenue to recognize: (1) identify the contract with our customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract, if applicable; and (5) recognize revenue when (or as) the performance obligation is satisfied. Revenue from the sale of homes is derived from the resale of homes on the open market. Home sales revenue is recognized at the time of the transaction closing when title to and possession of the property are transferred to the buyer. The amount of revenue recognized for each home sale is equal to the sale price of the home net of resale concessions and credits to the buyer. Cost of Revenue Cost of revenue includes the initial purchase costs, renovation costs, holding costs and interest incurred during the renovation period, prior to the listing date and real estate inventory valuation adjustments, if any. These costs are accumulated in real estate inventory up until the home is ready for resale, and then charged to cost of revenue under the specific identification method when the property is sold. Sales, Marketing and Operating Sales, marketing and operating expenses consist of real estate agent commissions, advertising, and holding costs on homes incurred during the period that homes are listed for sale, which includes utilities, taxes, maintenance, and other costs. Sales, marketing and operating expense also includes headcount expenses in support of sales, marketing, and real estate inventory operations such as salaries, benefits, and stock-based compensation. Sales, marketing and operating expenses are charged to operations as incurred. The Company incurred advertising expenses of $ 30.9 million, $ 46.5 million, and $ 45.3 million during the years ended December 31, 2023, 2022, and 2021 , respectively. Technology and Development Technology and development expenses consist of headcount expenses, including salaries, benefits and stock-based compensation expense for employees and contractors engaged in the design, development, and testing of website applications, mobile applications, and software development. Technology and development expenses are charged to operations as incurred. Stock-Based Compensation Stock-based compensation awards consist of restricted stock units, performance-based restricted stock units, other stock or cash based awards, and stock options. The Company measures and recognizes compensation expense for all stock-based compensation awards based on their estimated fair values on the grant date. The Company records compensation expense for all stock-based compensation awards on a straight-line basis over the requisite service period of the awards, which is generally the vesting period of the award. These amounts are reduced by forfeitures in the period the forfeitures occur. Restricted Stock Units The Company determines the fair value of restricted stock units based on the closing price of the Company’s Class A common stock on the grant date. Performance-Based Restricted Stock Units and Other Cash or Stock-Based Awards The Company granted performance-based restricted stock units during the year ended December 31, 2022, and other cash or stock-based awards during the year ended December 31, 2023. The Company determined the fair value of these awards using a Monte Carlo simulation model that determines the probability of satisfying the market condition stipulated in the respective awards. The Monte Carlo simulation model incorporates various key assumptions, including expected stock price volatility, contractual term, risk-free interest rate, expected dividend yield and stock price on the grant date. The Company generally estimates expected stock price volatility based on its historical stock price volatility and/or the average historical volatility of similar publicly traded companies. The Company estimates the risk-free interest rate using the rate of return on U.S. treasury notes equal to the contractual term of the respective awards. The expected dividend yield assumption considers that the Company has not historically paid dividends and does not expect to pay dividends in the foreseeable future. Stock Options The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock option awards as of the grant date, with assumptions including expected term of the options, associated risk-free interest rate, expected volatility, and expected dividend yield. Refer to Note 12. Stock-Based Awards, for further details. Employee Benefit Plan The Company offers a 401(k) plan which provides employees the opportunity to contribute a portion of their pre-tax or post-tax earnings, subject to certain restrictions as set forth in the Internal Revenue Code. Beginning January 1, 2022, the Company matches 100 % of participant contributions, up to 2.5 % of eligible compensation. The Company contributed $ 1.0 million and $ 1.6 million to the 401(k) plan during the years ended December 31, 2023 and 2022 , respectively. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and deferred tax liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period when the new rate is enacted. The Company records a valuation allowance to reduce deferred tax assets to the amount that it believes is more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax laws, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. Measurement (step two) determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. Refer to Note 15. Income Taxes, for further details. Consolidation of Variable Interest Entities The Company is a variable interest holder in certain entities in which equity investors at risk do not have the characteristics of a controlling financial interest or where the entity does not have enough equity at risk to finance its activities without additional subordinated financial support from other parties; these entities are VIEs. The Company’s variable interest arises from contractual, ownership or other monetary interest in the entity, which fluctuates based on the VIE’s economic performance. The Company consolidates a VIE if it is the primary beneficiary. The Company is the primary beneficiary if it has a controlling financial interest, which includes both the power to direct the activities that most significantly impact the economic performance of the VIE and a variable interest that obligates the Company to absorb losses or the right to receive benefits that potentially could be significant to the VIE. The Company assesses whether it is the primary beneficiary of a VIE on an ongoing basis. Refer to Note 13. Variable Interest Entities, for further details. Fair Value Measurements The Company accounts for assets and liabilities in accordance with accounting standards that define fair value and establish a consistent framework for measuring fair value on either a recurring or a nonrecurring basis. Fair value is an exit price representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Accounting standards include disclosure requirements relating to the fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels: Level 1 —Quoted prices in active markets for identical assets or liabilities. Level 2 —Assets or liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities. Level 3 —Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require. Refer to Note 10. Fair Value Measurements, for further details. Recent Accounting Standards Income Tax Disclosures In December 2023, the FASB issued a new standard which is intended to improve an entity’s income tax disclosures, primarily through disaggregated information about an entity’s effective income tax rate reconciliation and additional disclosures about income taxes paid. The new standard is effective for annual periods beginning after December 15, 2024. Accordingly, the new standard is effective for the Company on January 1, 2025 on a prospective basis. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements. Segment Reporting In November 2023, the FASB issued a new standard which is intended to improve disclosures about an entity’s reportable segments, primarily through enhanced disclosures about significant segment expenses. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Accordingly, the new standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, using a retrospective approach. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combination | Note 2. Business Combination On September 1, 2021, the Company was formed through the Business Combination with 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 OfferPad, Inc. (“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. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Derivative Financial Instruments | Note 4. Derivative Financial Instruments During the year ended December 31, 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 provided 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 year ended December 31, 2023 , the Company recorded changes in the fair value of the derivative instruments of $ 2.1 million in Other income, net in the consolidated statements of operations. During October 2023, the Company sold all of its outstanding derivative arrangements and no derivative arrangements remain outstanding as of December 31, 2023. |
Real Estate Inventory
Real Estate Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory, Real Estate [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 December 31: ($ in thousands) 2023 2022 Homes preparing for and under renovation $ 53,116 $ 54,499 Homes listed for sale 148,648 440,862 Homes under contract to sell 74,736 169,336 Real estate inventory $ 276,500 $ 664,697 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5. Property and Equipment Property and equipment consist of the following as of December 31: ($ in thousands) 2023 2022 Rooftop solar panel systems $ 5,075 $ 5,075 Leasehold improvements 1,130 1,087 Office equipment and furniture 837 736 Software systems 386 386 Computers and equipment 265 265 Construction in progress 32 136 Property and equipment, gross 7,725 7,685 Less: accumulated depreciation ( 3,208 ) ( 2,491 ) Property and equipment, net $ 4,517 $ 5,194 Depreciation expense was $ 0.7 million, $ 1.0 million, and $ 0.5 million during the years ended December 31, 2023, 2022, and 2021 , respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 6. Leases The Company’s operating lease arrangements consist of its existing 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 10 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 our consolidated statements of operations. During the years ended December 31, 2023, 2022, and 2021, operating lease cost was $ 2.3 million, $ 2.1 million, and $ 1.4 million, respectively, and variable and short-term lease costs wer e less than $ 0.1 million, $ 0.3 million, and $ 0.2 million, respectively. During the years ended December 31, 2023, 2022, and 2021, cash payments for amounts included in the measurement of operating lease liabilities were $ 2.5 million, $ 2.0 million, and $ 1.4 million, respectively. There were no r ight-of-use assets obtained in exchange for new or acquired operating lease liabilities during the year ended December 31, 2023. Right-of-use assets obtained in exchange for new or acquired operating lease liabilities were $ 2.5 million and $ 1.6 million during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2023 and 2022, the Company’s operating leases had a weighted-average remaining lease term of 1.8 years and 2.7 years, respectively, and a weighted-average discount rate of 4.3 % and 4.2 %, respectively. The Company’s operating lease liability maturities as of December 31, 2023 are as follows: ($ in thousands) 2024 $ 2,373 2025 1,103 2026 269 2027 79 2028 — Thereafter — Total future lease payments 3,824 Less: Imputed interest ( 135 ) Total lease liabilities $ 3,689 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 December 31: ($ in thousands) Financial Statement Line Items 2023 2022 Right-of-use assets Other non-current assets $ 3,338 $ 5,469 Lease liabilities: Current liabilities Accrued and other current liabilities 2,271 2,264 Non-current liabilities Other long-term liabilities 1,418 3,689 Total lease liabilities $ 3,689 $ 5,953 T he Company entered into a lease agreement for new corporate headquarters office space in Tempe, Arizona, which commenced during January 2024 and is for an i nitial term of ten and a half years, with a Company option to renew for an additional five-year term. Lease payments over the initial term of the lease, net of allowances, total $ 15.4 million, and will begin during 2025. Further, additional payments for parking, signage and other operating costs may apply during the lease. |
Accrued and Other Liabilities
Accrued and Other Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
ACCRUED AND OTHER LIABILITIES | Note 7. Accrued and Other Liabilities Accrued and other current liabilities consist of the following as of December 31: ($ in thousands) 2023 2022 Home renovation 3,534 3,168 Payroll and other employee related expenses 3,200 10,670 Operating lease liabilities 2,271 2,264 Interest 1,989 4,360 Marketing 999 4,161 Legal and professional obligations 392 1,035 Other 1,474 2,594 Accrued and other current liabilities $ 13,859 $ 28,252 Other long-term liabilities consists of the non-current portion of our operating lease liabilities as of December 31, 2023 and 2022 . |
Credit Facilities and Other Deb
Credit Facilities and Other Debt | 12 Months Ended |
Dec. 31, 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 December 31: ($ in thousands) 2023 2022 Credit facilities and other debt, net Senior secured credit facilities with financial institutions $ 216,654 $ 471,860 Senior secured credit facility with a related party 6,289 17,398 Senior secured debt - other — 89,024 Mezzanine secured credit facilities with financial institutions 12,704 49,626 Mezzanine secured credit facilities with a related party 23,803 42,778 Warehouse lending facility with a related party — — Debt issuance costs ( 2,226 ) ( 4,621 ) Total credit facilities and other debt, net 257,224 666,065 Current portion - credit facilities and other debt, net Total credit facilities and other debt, net 227,132 605,889 Total credit facilities and other debt - related party 30,092 60,176 Total credit facilities and other debt, net $ 257,224 $ 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 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 December 31, 2023, the Company had a total borrowing capacity of $ 1,052.0 million under its senior secured credit facilities and mezzanine secured credit facilities, of which $ 562.2 million was committed. Any bo rrowings 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 December 31, 2023 Committed Uncommitted Total Amount Rate Period Date Senior financial institution 1 $ 200,000 $ 200,000 $ 400,000 $ 135,676 7.91 % June 2025 June 2025 Senior financial institution 2 100,000 100,000 200,000 55,541 7.61 % January 2025 July 2025 Senior financial institution 3 100,000 50,000 150,000 6,453 7.11 % January 2025 April 2025 Related party 30,000 20,000 50,000 6,289 10.05 % March 2025 September 2025 Senior financial institution 4 30,000 45,000 75,000 18,984 8.42 % August 2024 February 2025 Senior secured credit facilities $ 460,000 $ 415,000 $ 875,000 $ 222,943 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 December 31, 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 under 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 credit facility contains eligibility requirements that govern whether a property can be financed. 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 December 31, 2023 Committed Uncommitted Total Amount Rate Period Date Related party facility 1 $ 45,000 $ 25,000 $ 70,000 $ 22,250 11.56 % June 2025 December 2025 Mezzanine financial institution 1 22,500 22,500 45,000 11,198 12.79 % January 2025 July 2025 Mezzanine financial institution 2 26,667 13,333 40,000 1,506 9.55 % January 2025 April 2025 Related party facility 2 8,000 14,000 22,000 1,553 13.05 % March 2025 September 2025 Mezzanine secured credit facilities $ 102,167 $ 74,833 $ 177,000 $ 36,507 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 December 31, 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. Borrowings under the Company’s mezzanine secured credit facilities accrue interest at a rate based on a SOFR reference rate, plus a margin which varies by facility. Each of the Company’s mezzanine secured credit facilities also have interest rate floors. The Company may also pay fees on its mezzanine secured credit facilities, including a commitment fee and fees on certain unused portions of the committed borrowing capacity under 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. Maturities Certain of the Company’s secured credit facilities mature within the next twelve months following the date these 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 consolidated financial statements are issued. Covenants for Senior Secured Credit Facilities and Mezzanine Secured Credit Facilities The Company’s 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 December 31, 2023, the Company was in compliance with all covenants and no event of default had occurred. Senior Secured Debt - Other 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 December 31, 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 December 31, 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 | 12 Months Ended |
Dec. 31, 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. The public warrants were delisted from the NYSE in November 2023 and have subsequently been trading on an over-the-counter market. Refer to Note 10. Fair Value Measurements for further details. 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 | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 December 31, 2023 Quoted Prices in Significant Other Significant Assets Derivative financial instrument $ — $ — $ — Liabilities Public warrant liabilities $ 305 $ — $ — Private placement warrant liabilities $ — $ — $ 166 As of December 31, 2022 Quoted Prices in Significant Other Significant Public warrant liabilities $ 343 $ — $ — Private placement warrant liabilities $ — $ — $ 196 Derivative Financial Instrument During the year ended December 31, 2023, the Company entered into derivative arrangements pursuant to which the Company acquired options on U.S. Treasury futures. The fair value of the Company’s options on U.S. Treasury futures was determined based on the quoted market price of such options on the respective valuation dates throughout the year. During October 2023, the Company sold all of its derivative arrangements and no derivative arrangements remain outstanding as of December 31, 2023. Refer to Note 4. Derivative Financial Instruments , for further details. Public Warrants The public warrants were initially recognized as a liability in connection with the Business Combination on September 1, 2021. In November 2023, the Company received notice from the NYSE that the Company’s public warrants were no longer suitable for listing based on “abnormally low” price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual, and that the NYSE Regulation has determined to commence proceedings to delist the warrants. The Company did not appeal the NYSE’s determination and, accordingly, the public warrants were later delisted from the NYSE and have subsequently been trading on an over-the-counter market. 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 less than $ 0.1 million and $ 14.0 million during the years ended December 31, 2023 and 2022, respectively. These changes are recorded in Change in fair value of warrant liabilities in our 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: Year Ended December 31, ($ in thousands) 2023 2022 Beginning balance $ 196 $ 9,705 Change in fair value of private placement warrants included in net (loss) income ( 30 ) ( 9,509 ) Ending balance $ 166 $ 196 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 years ended December 31, 2023, 2022, and 2021 . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 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, the Company is authorized to issue 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. During November 2023, our public warrants were delisted from the NYSE due to trading at “abnormally low” price levels and have subsequently been trading on the OTC Markets Group Pink Market under the symbol “OPADW.” 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. All the Pre-funded Warrants were subsequently exercised prior to December 31, 2023 , upon which, 10.7 million shares of our Class A common stock were issued. As of December 31, 2023, we had 27,233,075 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 December 31, 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 | 12 Months Ended |
Dec. 31, 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 to purchase Old Offerpad common stock 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 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 Class A 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 have been or 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 Class A 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 Class A common stock underlying the Company’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 were 1,755,548 shares of Class A common stock reserved for issuance under the 2021 Plan as of December 31, 2023. 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. Pursuant to the annual increase under the terms of the 2021 Plan, the overall share limit was increased by 122,360 shares of Class A common stock on January 1, 2024. Following this increase, there were 1,877,908 shares reserved for 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. As of December 31, 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 of Class A common stock issuable under the ESPP. Following the Reverse Stock Split, there were 175,554 shares of Class A common stock reserved for issuance under the ESPP as of December 31, 2023. 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. Pursuant to the annual increase under the terms of the ESPP, the overall share limit was increased by 111,248 shares of Class A common stock on January 1, 2024. Following this increase, there were 286,802 shares reserved for issuance under the ESPP. As of December 31, 2023 , no shares have been issued under the ESPP. Restricted Stock Units During the years ended December 31, 2023, 2022, and 2021, 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 years ended December 31, 2023, 2022, and 2021: Number of (in thousands) Weighted Outstanding as of December 31, 2020 — $ — Granted 14 118.26 Vested and settled — — Forfeited — — Outstanding as of December 31, 2021 14 118.26 Granted 141 67.52 Vested and settled ( 11 ) 79.97 Forfeited ( 13 ) 75.74 Outstanding as of December 31, 2022 131 70.92 Granted 321 11.65 Vested and settled ( 33 ) 76.71 Forfeited ( 169 ) 18.16 Outstanding as of December 31, 2023 250 29.77 As of December 31, 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 December 31, 2023, the Company had $ 3.4 million of unrecognized stock-based compensation expense related to unvested RSUs. This expense is expected to be recognized over a weighted average period of 1.27 years. The fair value of RSUs that vested and settled during the years ended December 31, 2023 and 2022 , was $ 2.7 million and $ 0.9 million, respectively. No RSUs vested and settled during the year ending December 31, 2021. Performance-Based Restricted Stock Units The Company did no t grant any PSUs during the years ended December 31, 2023 and 2021. During the year ended December 31, 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 year ended December 31, 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 years ended December 31, 2023, and 2022: Number of (in thousands) Weighted Outstanding as of December 31, 2021 — $ — Granted 141 70.81 Vested — — Forfeited ( 12 ) 70.81 Outstanding as of December 31, 2022 129 70.81 Granted — — Vested — — Forfeited ( 10 ) 70.81 Outstanding as of December 31, 2023 119 70.81 As of December 31, 2023 , the Company had $ 3.3 million of unrecognized stock-based compensation expense related to unvested PSUs. This expense is expected to be recognized over a weighted average period of 1.16 years. Other Cash or Stock-Based Awards During the year ended December 31, 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 any portion of the LTI Award does not become earned as of the last day of the performance period, such portion of the 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 December 31, 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 year ended December 31, 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 December 31, 2023, the Company h ad $ 3.4 mi llion of unrecognized stock-based compensation expense related to unvested LTI Awards. This expense is expected to be recognized over a weighted average period of 2.95 years. Stock Options The Company did not grant any stock options during the year ended December 31, 2023. During the years ended December 31, 2022 and 2021 , the Company granted stock option awards with a service vesting condition that is generally four years. The range of assumptions used in the Black-Scholes-Merton option pricing model to determine the fair value of stock option awards granted during the respective years are as follows: 2022 Range 2021 Range Expected term (in years) 6.25 5.97 - 6.10 Risk-free interest rate 1.63 % - 3.37 % 0.64 % - 0.67 % Expected volatility 57.8 % - 60.0 % 52.5 % - 52.7 % Dividend yield — — Fair value on grant date $ 21.45 - $ 76.65 $ 67.35 - $ 68.25 The following summarizes stock option activity during the years ended December 31, 2023, 2022, and 2021: Number of (in thousands) Weighted- Weighted-Average (in years) Aggregate (in thousands) Outstanding as of December 31, 2020 1,839 $ 10.20 7.40 $ 14,619 Granted 104 18.30 Exercised ( 166 ) 5.40 Forfeited, canceled or expired ( 72 ) 12.75 Outstanding as of December 31, 2021 1,705 10.95 6.82 137,170 Granted 77 22.45 Exercised ( 540 ) 8.70 Forfeited, canceled or expired ( 60 ) 21.90 Outstanding as of December 31, 2022 1,182 12.47 5.82 953 Granted — — Exercised ( 14 ) 3.72 Forfeited, canceled or expired ( 90 ) 19.06 Outstanding as of December 31, 2023 1,078 12.04 4.26 1,686 Exercisable as of December 31, 2023 994 11.38 4.00 1,686 Vested and expected to vest as of December 31, 2023 1,078 12.04 4.26 1,686 The total intrinsic value of stock options exercised during the years ended December 31, 2023, 2022, and 2021 was $ 0.1 million, $ 35.8 million, and $ 10.5 million, respectively. The weighted-average grant date fair value per option granted during the years ended December 31, 2022 and 2021 was $ 41.00 and $ 9.02 , respectively. As of December 31, 2023, the Company ha d $ 1.3 mi llion of unrecognized stock-based compensation expense related to unvested stock options. This expense is expected to be recognized over a weighted average period of 1.23 years. The fair value of stock options that vested during the years ended December 31, 2023, 2022, and 2021 was $ 1.8 million, $ 2.1 million, and $ 2.6 million, respectively. Stock-based Compensation Expense The following details stock-based compensation expense during the respective periods: Year Ended December 31, ($ in thousands) 2023 2022 2021 Sales, marketing and operating $ 1,964 $ 2,023 $ 700 General and administrative 5,562 5,743 1,889 Technology and development 389 541 490 Stock-based compensation expense $ 7,915 $ 8,307 $ 3,079 |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 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 consolidated financial statements. The following summarizes the assets and liabilities related to the VIEs as of December 31: ($ in thousands) 2023 2022 Assets Restricted cash $ 3,867 $ 42,958 Accounts receivable 6,782 1,841 Real estate inventory 276,500 664,697 Prepaid expenses and other current assets 1,588 212 Total assets $ 288,737 $ 709,708 Liabilities Accounts payable $ 1,798 $ 1,976 Accrued and other current liabilities 2,027 4,408 Secured credit facilities and other debt, net 257,224 666,065 Total liabilities $ 261,049 $ 672,449 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, (In thousands, except per share data) 2023 2022 2021 Numerator: Net (loss) income $ ( 117,218 ) $ ( 148,613 ) $ 6,460 Denominator: Weighted average common shares outstanding, basic 26,385 16,343 7,905 Dilutive effect of stock options (1) — — 1,643 Dilutive effect of restricted stock units (1) — — — Weighted average common shares outstanding, diluted 26,385 16,343 9,548 Net (loss) income per share, basic $ ( 4.44 ) $ ( 9.09 ) $ 0.82 Net (loss) income per share, diluted $ ( 4.44 ) $ ( 9.09 ) $ 0.68 Anti-dilutive securities excluded from diluted (loss) income per share: Anti-dilutive stock options (1) 816 368 — Anti-dilutive restricted stock units (1) 147 117 — Anti-dilutive performance-based restricted stock units 123 136 — Anti-dilutive warrants issued in connection with Business Combination 1,452 1,452 — (1) Due to the net loss during each of the years ended December 31, 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 | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Note 15. Income Taxes The Company is subject to federal and state income taxes in the United States. (Loss) income before income taxes was $( 117.1 ) million, $( 148.3 ) million, and $ 6.6 million during the years ended December 31, 2023, 2022, and 2021, respectively. Income tax expense consisted of the following for the respective periods: Years Ended December 31, ($ in thousands) 2023 2022 2021 Current: Federal $ — $ — $ — State 163 359 170 Total current 163 359 170 Deferred: Federal — — — State — — — Total deferred — — — Income tax expense $ 163 $ 359 $ 170 The provision for income taxes differs from the tax computed using the statutory U.S. federal income tax rate as a result of the following items for the respective periods: Years Ended December 31, (In thousands, except percentages) 2023 2022 2021 (Benefit) provision at federal statutory income tax rate $ ( 24,582 ) 21.0 % $ ( 31,133 ) 21.0 % $ 1,392 21.0 % State income taxes ( 5,096 ) 4.4 % ( 7,636 ) 5.2 % 360 5.4 % Change in fair value of warrant liabilities ( 14 ) 0.0 % ( 4,940 ) 3.3 % ( 517 ) ( 7.8 )% Valuation allowance 28,980 ( 24.8 )% 48,690 ( 32.8 )% ( 675 ) ( 10.2 )% Return-to-provision 340 ( 0.3 )% ( 2,277 ) 1.5 % 221 3.3 % Stock-based compensation 81 0.0 % ( 1,091 ) 0.7 % 647 9.8 % Transaction costs — 0.0 % ( 1,874 ) 1.3 % ( 1,226 ) ( 18.5 )% Other 454 ( 0.4 )% 620 ( 0.4 )% ( 32 ) ( 0.4 )% Effective income tax rate $ 163 ( 0.1 )% $ 359 ( 0.2 )% $ 170 2.6 % Deferred tax assets and liabilities consist of the following as of December 31: ($ in thousands) 2023 2022 Deferred tax assets: Federal net operating loss carryforwards $ 84,730 $ 50,178 State net operating loss carryforwards 16,914 9,847 Research and development expenditures 4,118 3,190 Stock-based compensation 3,503 1,852 Transaction costs 1,578 1,707 Operating lease liabilities 936 1,507 Real estate inventory 225 14,771 Other 929 2,117 Gross deferred tax assets 112,933 85,169 Valuation allowance ( 111,006 ) ( 82,026 ) Deferred tax assets, net of valuation allowance 1,927 3,143 Deferred tax liabilities: Operating lease right-of-use assets ( 847 ) ( 1,385 ) Property and equipment ( 647 ) ( 739 ) Other ( 433 ) ( 1,019 ) Gross deferred tax liabilities ( 1,927 ) ( 3,143 ) Net deferred income taxes $ — $ — As of December 31, 2023 , the Company had federal net operating loss carryforwards of $ 395.9 million to offset future taxable income, of which $ 26.0 million, in the aggregate, expires in 2036 and 2037 if not utilized, with the remaining $ 369.9 million having no expiration. The Company also has U.S. state net operating loss carryforwards of $ 339.1 million, of which $ 205.8 million, in the aggregate, expires at various dates ranging from 2032 through 2043 if not utilized, with the remaining $ 133.3 million having no expiration. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. As a result of historical cumulative losses, the Company has determined that, based on all available evidence, there was substantial uncertainty as to whether it will recover recorded net deferred taxes in future periods. Therefore, the Company recorded a full valuation allowance equal to the amount of the net deferred tax assets as of December 31, 2023 and 2022 . The valuation allowance increased by $ 29.0 million and $ 48.7 million during the years ended December 31, 2023 and 2022, respectively, and decreased by $ 0.7 million during the year ended December 31, 2021. 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. Uncertain Tax Positions During the years ended December 31, 2023, 2022, and 2021 , the Company had no uncertain tax positions. Income Tax Audits The Company files in U.S. federal and various state income tax jurisdictions. The Company is subject to U.S. federal and state income tax examinations by authorities for all tax years beginning in 2017 due to the accumulated net operating losses that are carried forward. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16. Related-Party Transactions LL Credit Facilities As of December 31, 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 December 31: 2023 2022 ($ in thousands) Borrowing Outstanding Borrowing Outstanding Senior secured credit facility with a related party $ 50,000 $ 6,289 $ 75,000 $ 17,398 Mezzanine secured credit facilities with a related party $ 92,000 $ 23,803 $ 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 $ 50.0 million and $ 22.0 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 $ 70.0 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 $ 4.1 million, $ 9.4 million, and $ 11.7 million during the years ended December 31, 2023, 2022, and 2021, respectively. 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 $ 7.3 million, $ 18.1 million, and $ 11.9 million during the years ended December 31, 2023, 2022, and 2021, respectively, for its services, inclusive of the fees for property data services. Pre-Funded Warrants During 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 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 mortgage loans it originates and then sells to third-party mortgage servicers. The committed amount under the facility is $ 15.0 million and OPHL pays certain customary and ordinary course fees to FirstFunding under the facility, including a funding fee per loan and interest. As of December 31, 2023, there were no amounts outstanding under the facility and amounts paid under the facility were immaterial during each of the years ended December 31, 2023 and 2022. 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 periods: Year Ended December 31, ($ in thousands) 2023 2022 2021 Mr. Bair’s brother 1 $ 680 $ 631 $ 572 Mr. Bair’s brother 2 640 594 469 Mr. Bair’s sister-in-law 142 123 141 $ 1,462 $ 1,348 $ 1,182 During the year ended December 31, 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 year ended December 31, 2022, Mr. Bair’s brothers and Mr. Bair’s sister-in-law received grants of equity awards under the Offerpad Solutions Inc. 2021 Incentive Award Plan, which included awards of restricted stock units (“RSUs”), performance-based RSUs (“PSUs”) and/or stock options, as follows: Number of Number of Number of 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 During the year ended December 31, 2022, Mr. Bair’s brothers each entered into employment agreements with the Company with customary severance and other terms provided to similarly situated executives. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 17. Commitments and Contingencies Homes Purchase Commitments As of December 31, 2023 , the Company was under contract to purchase 500 homes for an aggregate purchase price of $ 135.1 million. Other Purchase Obligations The Company’s other purchase obligations principally include commitments relating to insurance, information technology, administration services, and marketing. As of December 31, 2023, the Company had other purchase obligations of $ 7.3 million, with $ 5.8 million payable within 12 months. Lease Commitments The Company has entered into operating lease agreements for its existing 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. Legal and Other Matters The Company is subject to various actions, claims, suits and other legal proceedings that arise in the ordinary course of business, including, without limitation, assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. The Company records accruals for loss contingencies when it is probable that a loss will occur, and the amount of such loss can be reasonably estimated. The Company is not currently a party to any actions, claims, suits or other legal proceedings, the outcome of which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the Company’s consolidated financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 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 consolidated financial statements or additional disclosure herein, except as described elsewhere in the notes to the consolidated financial statements. |
Nature of Operations and Sign_2
Nature of Operations and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 simplicity, peace of mind, freedom, and value. The Company is currently headquartered in Chandler, Arizona and operates in over 1,700 cities and towns in 25 metropolitan markets across 15 states as of December 31, 2023 . |
Basis of Presentation | Basis of Presentation The accompanying 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”). 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”). Offerpad Solutions Inc. was formed on September 1, 2021 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. The Business Combination was accounted for as a reverse recapitalization. |
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 value $ 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. 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, 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 consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. |
Use of Estimates | Use of Estimates The preparation of the Company’s 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 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 | Principles of Consolidation The Company’s 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. |
Segment Reporting | Segment Reporting The Company’s Chief Executive Officer, who is the Company’s Chief Operating Decision Maker, reviews the financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it is organized and operated as one operating and reportable segment on a consolidated basis for each of the periods presented. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash includes demand deposits with banks and financial institutions. Cash equivalents include only investments with original maturities to us of three months or less that are highly liquid and readily convertible to known amounts of cash. |
Restricted Cash | Restricted Cash Restricted cash primarily consists of cash received from the resale of homes that is specifically designated to repay borrowings under one of the Company’s secured credit facilities and is typically released within a few days of the home sale. |
Concentration of Credit Risk | Concentrations of Credit Risk Financial instruments that are potentially subject to concentrations of credit risk are primarily cash and cash equivalents. Cash and cash equivalents are placed with major financial institutions deemed to be of high-credit-quality in order to limit credit exposure. Cash is regularly maintained in excess of federally insured limits at the financial institutions. Management believes that the Company is not exposed to any significant credit risk related to cash deposits. |
Accounts Receivable | Accounts Receivable Accounts receivable is principally generated through the sale of a home and generally results in a one- or two-day delay in receiving cash from the title company. Accounts receivable is stated at the amount management expects to collect from outstanding balances. Most of the Company’s transactions are processed through escrow and therefore, collectability is reasonably assured. The Company reviews accounts receivable on a regular basis and estimates an amount of losses for uncollectible accounts based on its historical collections, age of the receivable, and any other known conditions that may affect collectability. |
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 o f $ 8.9 million, $ 93.8 million, and $ 2.8 million during the years ended December 31, 2023, 2022, and 2021, respectively. Refer to Note 3. Real Estate Inventory , for further details. |
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 consolidated balance sheets, and changes in fair value are recognized in Other income, net in the consolidated statements of operations. Refer to Note 4. Derivative Financial Instruments , for further details. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost less accumulated depreciation, and primarily consists of rooftop solar panel systems installed on residential real estate . Th e Company depreciates its property and equipment using the straight-line method over the estimated useful lives of the related assets, which are as follows: Property and Equipment Category Estimated Useful Life Rooftop solar panel systems Twenty years Leasehold improvements Lesser of estimated useful life or remaining lease term Computers and equipment Five years Office equipment and furniture Seven years Software systems Three to five years Refer to Note 5. Property and Equipment, for further details. |
Leases | Leases The Company determines if an arrangement is or contains a lease at inception of the arrangement. For leases with terms greater than 12 months, the Company records the related operating or finance right-of-use asset and lease liability at the present value of the future lease payments over the lease term at the lease commencement date. The Company is generally not able to readily determine the implicit rate in its lease arrangements, and therefore, uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate represents the Company’s estimate of the interest rate the Company would incur at lease commencement to borrow an amount similar to the lease payments on a collateralized basis over the term of a lease. Renewal and early termination options are not included in the measurement of the right-of-use asset and lease liability unless the Company is reasonably certain to exercise the option. Additionally, certain leases contain lease incentives, such as construction allowances from landlords. These incentives reduce the right-of-use asset related to the lease. Certain of the Company’s leases contain rent escalations over the lease term. The Company recognizes expense for operating leases on a straight-line basis over the lease term. Certain of the Company’s lease agreements also contain variable lease payments for common area maintenance, utility, and taxes. The Company combines lease and non-lease components for all asset categories. Therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with non-lease component charges. The Company does not have significant residual value guarantees or restrictive covenants in its lease portfolio. Operating lease assets and liabilities are included on the Company’s Consolidated Balance Sheet in Other non-current assets , Accrued and other current liabilities , and Other long-term liabilities . Refer to Note 6. Leases, for further details. |
Long-Lived Asset Impairments | Long-Lived Asset Impairments Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. The Company recognized no impairment charges on its long-lived assets during the years ended December 31, 2023, 2022, and 2021 . |
Warrant Liabilities | Warrant Liabilities The Company evaluates its financial instruments, including its outstanding warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company has outstanding public and private warrants, both of which do not meet the criteria for equity classification and are accounted for as liabilities. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts the warrants to fair value at each reporting period. The warrant liabilities are subject to re-measurement at each balance sheet date until exercised or expired, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the public warrants is estimated based on the quoted market price of such warrants on the valuation date. The fair value of the private warrants is generally estimated using the Black-Scholes-Merton option-pricing model. Refer to Note 9. Warrant Liabilities, for further details. |
Revenue Recognition | Revenue Recognition Revenue is recognized when (or as) performance obligations are satisfied by transferring control of the promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or services. The Company applies the following steps in determining the timing and amount of revenue to recognize: (1) identify the contract with our customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract, if applicable; and (5) recognize revenue when (or as) the performance obligation is satisfied. Revenue from the sale of homes is derived from the resale of homes on the open market. Home sales revenue is recognized at the time of the transaction closing when title to and possession of the property are transferred to the buyer. The amount of revenue recognized for each home sale is equal to the sale price of the home net of resale concessions and credits to the buyer. |
Cost of Revenue | Cost of Revenue Cost of revenue includes the initial purchase costs, renovation costs, holding costs and interest incurred during the renovation period, prior to the listing date and real estate inventory valuation adjustments, if any. These costs are accumulated in real estate inventory up until the home is ready for resale, and then charged to cost of revenue under the specific identification method when the property is sold. |
Sales, Marketing and Operating | Sales, Marketing and Operating Sales, marketing and operating expenses consist of real estate agent commissions, advertising, and holding costs on homes incurred during the period that homes are listed for sale, which includes utilities, taxes, maintenance, and other costs. Sales, marketing and operating expense also includes headcount expenses in support of sales, marketing, and real estate inventory operations such as salaries, benefits, and stock-based compensation. Sales, marketing and operating expenses are charged to operations as incurred. The Company incurred advertising expenses of $ 30.9 million, $ 46.5 million, and $ 45.3 million during the years ended December 31, 2023, 2022, and 2021 , respectively. |
Technology and Development | Technology and Development Technology and development expenses consist of headcount expenses, including salaries, benefits and stock-based compensation expense for employees and contractors engaged in the design, development, and testing of website applications, mobile applications, and software development. Technology and development expenses are charged to operations as incurred. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation awards consist of restricted stock units, performance-based restricted stock units, other stock or cash based awards, and stock options. The Company measures and recognizes compensation expense for all stock-based compensation awards based on their estimated fair values on the grant date. The Company records compensation expense for all stock-based compensation awards on a straight-line basis over the requisite service period of the awards, which is generally the vesting period of the award. These amounts are reduced by forfeitures in the period the forfeitures occur. Restricted Stock Units The Company determines the fair value of restricted stock units based on the closing price of the Company’s Class A common stock on the grant date. Performance-Based Restricted Stock Units and Other Cash or Stock-Based Awards The Company granted performance-based restricted stock units during the year ended December 31, 2022, and other cash or stock-based awards during the year ended December 31, 2023. The Company determined the fair value of these awards using a Monte Carlo simulation model that determines the probability of satisfying the market condition stipulated in the respective awards. The Monte Carlo simulation model incorporates various key assumptions, including expected stock price volatility, contractual term, risk-free interest rate, expected dividend yield and stock price on the grant date. The Company generally estimates expected stock price volatility based on its historical stock price volatility and/or the average historical volatility of similar publicly traded companies. The Company estimates the risk-free interest rate using the rate of return on U.S. treasury notes equal to the contractual term of the respective awards. The expected dividend yield assumption considers that the Company has not historically paid dividends and does not expect to pay dividends in the foreseeable future. Stock Options The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock option awards as of the grant date, with assumptions including expected term of the options, associated risk-free interest rate, expected volatility, and expected dividend yield. Refer to Note 12. Stock-Based Awards, for further details. |
Employee Benefit Plan | Employee Benefit Plan The Company offers a 401(k) plan which provides employees the opportunity to contribute a portion of their pre-tax or post-tax earnings, subject to certain restrictions as set forth in the Internal Revenue Code. Beginning January 1, 2022, the Company matches 100 % of participant contributions, up to 2.5 % of eligible compensation. The Company contributed $ 1.0 million and $ 1.6 million to the 401(k) plan during the years ended December 31, 2023 and 2022 , respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and deferred tax liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period when the new rate is enacted. The Company records a valuation allowance to reduce deferred tax assets to the amount that it believes is more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax laws, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. Measurement (step two) determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. Refer to Note 15. Income Taxes, for further details. |
Consolidation of Variable Interest Entities | Consolidation of Variable Interest Entities The Company is a variable interest holder in certain entities in which equity investors at risk do not have the characteristics of a controlling financial interest or where the entity does not have enough equity at risk to finance its activities without additional subordinated financial support from other parties; these entities are VIEs. The Company’s variable interest arises from contractual, ownership or other monetary interest in the entity, which fluctuates based on the VIE’s economic performance. The Company consolidates a VIE if it is the primary beneficiary. The Company is the primary beneficiary if it has a controlling financial interest, which includes both the power to direct the activities that most significantly impact the economic performance of the VIE and a variable interest that obligates the Company to absorb losses or the right to receive benefits that potentially could be significant to the VIE. The Company assesses whether it is the primary beneficiary of a VIE on an ongoing basis. Refer to Note 13. Variable Interest Entities, for further details. |
Fair Value Measurement | Fair Value Measurements The Company accounts for assets and liabilities in accordance with accounting standards that define fair value and establish a consistent framework for measuring fair value on either a recurring or a nonrecurring basis. Fair value is an exit price representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Accounting standards include disclosure requirements relating to the fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels: Level 1 —Quoted prices in active markets for identical assets or liabilities. Level 2 —Assets or liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities. Level 3 —Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require. Refer to Note 10. Fair Value Measurements, for further details. |
New Accounting Standards Recently Adopted | Recent Accounting Standards Income Tax Disclosures In December 2023, the FASB issued a new standard which is intended to improve an entity’s income tax disclosures, primarily through disaggregated information about an entity’s effective income tax rate reconciliation and additional disclosures about income taxes paid. The new standard is effective for annual periods beginning after December 15, 2024. Accordingly, the new standard is effective for the Company on January 1, 2025 on a prospective basis. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements. Segment Reporting In November 2023, the FASB issued a new standard which is intended to improve disclosures about an entity’s reportable segments, primarily through enhanced disclosures about significant segment expenses. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Accordingly, the new standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, using a retrospective approach. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements. |
Nature of Operations and Sign_3
Nature of Operations and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Useful Lives | Th e Company depreciates its property and equipment using the straight-line method over the estimated useful lives of the related assets, which are as follows: Property and Equipment Category Estimated Useful Life Rooftop solar panel systems Twenty years Leasehold improvements Lesser of estimated useful life or remaining lease term Computers and equipment Five years Office equipment and furniture Seven years Software systems Three to five years |
Real Estate Inventory (Tables)
Real Estate Inventory (Tables) | 12 Months Ended |
Dec. 31, 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 December 31: ($ in thousands) 2023 2022 Homes preparing for and under renovation $ 53,116 $ 54,499 Homes listed for sale 148,648 440,862 Homes under contract to sell 74,736 169,336 Real estate inventory $ 276,500 $ 664,697 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following as of December 31: ($ in thousands) 2023 2022 Rooftop solar panel systems $ 5,075 $ 5,075 Leasehold improvements 1,130 1,087 Office equipment and furniture 837 736 Software systems 386 386 Computers and equipment 265 265 Construction in progress 32 136 Property and equipment, gross 7,725 7,685 Less: accumulated depreciation ( 3,208 ) ( 2,491 ) Property and equipment, net $ 4,517 $ 5,194 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Company Operating Lease Liability Maturities | The Company’s operating lease liability maturities as of December 31, 2023 are as follows: ($ in thousands) 2024 $ 2,373 2025 1,103 2026 269 2027 79 2028 — Thereafter — Total future lease payments 3,824 Less: Imputed interest ( 135 ) Total lease liabilities $ 3,689 |
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 December 31: ($ in thousands) Financial Statement Line Items 2023 2022 Right-of-use assets Other non-current assets $ 3,338 $ 5,469 Lease liabilities: Current liabilities Accrued and other current liabilities 2,271 2,264 Non-current liabilities Other long-term liabilities 1,418 3,689 Total lease liabilities $ 3,689 $ 5,953 T |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of Accrued and Other Liabilities | Accrued and other current liabilities consist of the following as of December 31: ($ in thousands) 2023 2022 Home renovation 3,534 3,168 Payroll and other employee related expenses 3,200 10,670 Operating lease liabilities 2,271 2,264 Interest 1,989 4,360 Marketing 999 4,161 Legal and professional obligations 392 1,035 Other 1,474 2,594 Accrued and other current liabilities $ 13,859 $ 28,252 |
Credit Facilities and Other D_2
Credit Facilities and Other Debt (Tables) | 12 Months Ended |
Dec. 31, 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 December 31: ($ in thousands) 2023 2022 Credit facilities and other debt, net Senior secured credit facilities with financial institutions $ 216,654 $ 471,860 Senior secured credit facility with a related party 6,289 17,398 Senior secured debt - other — 89,024 Mezzanine secured credit facilities with financial institutions 12,704 49,626 Mezzanine secured credit facilities with a related party 23,803 42,778 Warehouse lending facility with a related party — — Debt issuance costs ( 2,226 ) ( 4,621 ) Total credit facilities and other debt, net 257,224 666,065 Current portion - credit facilities and other debt, net Total credit facilities and other debt, net 227,132 605,889 Total credit facilities and other debt - related party 30,092 60,176 Total credit facilities and other debt, net $ 257,224 $ 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 December 31, 2023 Committed Uncommitted Total Amount Rate Period Date Senior financial institution 1 $ 200,000 $ 200,000 $ 400,000 $ 135,676 7.91 % June 2025 June 2025 Senior financial institution 2 100,000 100,000 200,000 55,541 7.61 % January 2025 July 2025 Senior financial institution 3 100,000 50,000 150,000 6,453 7.11 % January 2025 April 2025 Related party 30,000 20,000 50,000 6,289 10.05 % March 2025 September 2025 Senior financial institution 4 30,000 45,000 75,000 18,984 8.42 % August 2024 February 2025 Senior secured credit facilities $ 460,000 $ 415,000 $ 875,000 $ 222,943 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 December 31, 2023 Committed Uncommitted Total Amount Rate Period Date Related party facility 1 $ 45,000 $ 25,000 $ 70,000 $ 22,250 11.56 % June 2025 December 2025 Mezzanine financial institution 1 22,500 22,500 45,000 11,198 12.79 % January 2025 July 2025 Mezzanine financial institution 2 26,667 13,333 40,000 1,506 9.55 % January 2025 April 2025 Related party facility 2 8,000 14,000 22,000 1,553 13.05 % March 2025 September 2025 Mezzanine secured credit facilities $ 102,167 $ 74,833 $ 177,000 $ 36,507 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) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 Quoted Prices in Significant Other Significant Assets Derivative financial instrument $ — $ — $ — Liabilities Public warrant liabilities $ 305 $ — $ — Private placement warrant liabilities $ — $ — $ 166 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: Year Ended December 31, ($ in thousands) 2023 2022 Beginning balance $ 196 $ 9,705 Change in fair value of private placement warrants included in net (loss) income ( 30 ) ( 9,509 ) Ending balance $ 166 $ 196 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of stock option activity | The following summarizes stock option activity during the years ended December 31, 2023, 2022, and 2021: Number of (in thousands) Weighted- Weighted-Average (in years) Aggregate (in thousands) Outstanding as of December 31, 2020 1,839 $ 10.20 7.40 $ 14,619 Granted 104 18.30 Exercised ( 166 ) 5.40 Forfeited, canceled or expired ( 72 ) 12.75 Outstanding as of December 31, 2021 1,705 10.95 6.82 137,170 Granted 77 22.45 Exercised ( 540 ) 8.70 Forfeited, canceled or expired ( 60 ) 21.90 Outstanding as of December 31, 2022 1,182 12.47 5.82 953 Granted — — Exercised ( 14 ) 3.72 Forfeited, canceled or expired ( 90 ) 19.06 Outstanding as of December 31, 2023 1,078 12.04 4.26 1,686 Exercisable as of December 31, 2023 994 11.38 4.00 1,686 Vested and expected to vest as of December 31, 2023 1,078 12.04 4.26 1,686 |
Summary of RSU award activity | The following summarizes RSU award activity during the years ended December 31, 2023, 2022, and 2021: Number of (in thousands) Weighted Outstanding as of December 31, 2020 — $ — Granted 14 118.26 Vested and settled — — Forfeited — — Outstanding as of December 31, 2021 14 118.26 Granted 141 67.52 Vested and settled ( 11 ) 79.97 Forfeited ( 13 ) 75.74 Outstanding as of December 31, 2022 131 70.92 Granted 321 11.65 Vested and settled ( 33 ) 76.71 Forfeited ( 169 ) 18.16 Outstanding as of December 31, 2023 250 29.77 |
Summary of PSU award activity | The following summarizes PSU award activity during the years ended December 31, 2023, and 2022: Number of (in thousands) Weighted Outstanding as of December 31, 2021 — $ — Granted 141 70.81 Vested — — Forfeited ( 12 ) 70.81 Outstanding as of December 31, 2022 129 70.81 Granted — — Vested — — Forfeited ( 10 ) 70.81 Outstanding as of December 31, 2023 119 70.81 |
Schedule of stock-based compensation expense | The following details stock-based compensation expense during the respective periods: Year Ended December 31, ($ in thousands) 2023 2022 2021 Sales, marketing and operating $ 1,964 $ 2,023 $ 700 General and administrative 5,562 5,743 1,889 Technology and development 389 541 490 Stock-based compensation expense $ 7,915 $ 8,307 $ 3,079 |
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 year ended December 31, 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 Awards [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 year ended December 31, 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 |
Employee Stock Option | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of assumptions used | The range of assumptions used in the Black-Scholes-Merton option pricing model to determine the fair value of stock option awards granted during the respective years are as follows: 2022 Range 2021 Range Expected term (in years) 6.25 5.97 - 6.10 Risk-free interest rate 1.63 % - 3.37 % 0.64 % - 0.67 % Expected volatility 57.8 % - 60.0 % 52.5 % - 52.7 % Dividend yield — — Fair value on grant date $ 21.45 - $ 76.65 $ 67.35 - $ 68.25 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 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 December 31: ($ in thousands) 2023 2022 Assets Restricted cash $ 3,867 $ 42,958 Accounts receivable 6,782 1,841 Real estate inventory 276,500 664,697 Prepaid expenses and other current assets 1,588 212 Total assets $ 288,737 $ 709,708 Liabilities Accounts payable $ 1,798 $ 1,976 Accrued and other current liabilities 2,027 4,408 Secured credit facilities and other debt, net 257,224 666,065 Total liabilities $ 261,049 $ 672,449 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, (In thousands, except per share data) 2023 2022 2021 Numerator: Net (loss) income $ ( 117,218 ) $ ( 148,613 ) $ 6,460 Denominator: Weighted average common shares outstanding, basic 26,385 16,343 7,905 Dilutive effect of stock options (1) — — 1,643 Dilutive effect of restricted stock units (1) — — — Weighted average common shares outstanding, diluted 26,385 16,343 9,548 Net (loss) income per share, basic $ ( 4.44 ) $ ( 9.09 ) $ 0.82 Net (loss) income per share, diluted $ ( 4.44 ) $ ( 9.09 ) $ 0.68 Anti-dilutive securities excluded from diluted (loss) income per share: Anti-dilutive stock options (1) 816 368 — Anti-dilutive restricted stock units (1) 147 117 — Anti-dilutive performance-based restricted stock units 123 136 — Anti-dilutive warrants issued in connection with Business Combination 1,452 1,452 — (1) Due to the net loss during each of the years ended December 31, 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 (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | Income tax expense consisted of the following for the respective periods: Years Ended December 31, ($ in thousands) 2023 2022 2021 Current: Federal $ — $ — $ — State 163 359 170 Total current 163 359 170 Deferred: Federal — — — State — — — Total deferred — — — Income tax expense $ 163 $ 359 $ 170 |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes differs from the tax computed using the statutory U.S. federal income tax rate as a result of the following items for the respective periods: Years Ended December 31, (In thousands, except percentages) 2023 2022 2021 (Benefit) provision at federal statutory income tax rate $ ( 24,582 ) 21.0 % $ ( 31,133 ) 21.0 % $ 1,392 21.0 % State income taxes ( 5,096 ) 4.4 % ( 7,636 ) 5.2 % 360 5.4 % Change in fair value of warrant liabilities ( 14 ) 0.0 % ( 4,940 ) 3.3 % ( 517 ) ( 7.8 )% Valuation allowance 28,980 ( 24.8 )% 48,690 ( 32.8 )% ( 675 ) ( 10.2 )% Return-to-provision 340 ( 0.3 )% ( 2,277 ) 1.5 % 221 3.3 % Stock-based compensation 81 0.0 % ( 1,091 ) 0.7 % 647 9.8 % Transaction costs — 0.0 % ( 1,874 ) 1.3 % ( 1,226 ) ( 18.5 )% Other 454 ( 0.4 )% 620 ( 0.4 )% ( 32 ) ( 0.4 )% Effective income tax rate $ 163 ( 0.1 )% $ 359 ( 0.2 )% $ 170 2.6 % |
Schedule of Deferred Income Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the following as of December 31: ($ in thousands) 2023 2022 Deferred tax assets: Federal net operating loss carryforwards $ 84,730 $ 50,178 State net operating loss carryforwards 16,914 9,847 Research and development expenditures 4,118 3,190 Stock-based compensation 3,503 1,852 Transaction costs 1,578 1,707 Operating lease liabilities 936 1,507 Real estate inventory 225 14,771 Other 929 2,117 Gross deferred tax assets 112,933 85,169 Valuation allowance ( 111,006 ) ( 82,026 ) Deferred tax assets, net of valuation allowance 1,927 3,143 Deferred tax liabilities: Operating lease right-of-use assets ( 847 ) ( 1,385 ) Property and equipment ( 647 ) ( 739 ) Other ( 433 ) ( 1,019 ) Gross deferred tax liabilities ( 1,927 ) ( 3,143 ) Net deferred income taxes $ — $ — |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 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 periods: Year Ended December 31, ($ in thousands) 2023 2022 2021 Mr. Bair’s brother 1 $ 680 $ 631 $ 572 Mr. Bair’s brother 2 640 594 469 Mr. Bair’s sister-in-law 142 123 141 $ 1,462 $ 1,348 $ 1,182 |
Grants of Equity Awards to Related Parties | During the year ended December 31, 2022, Mr. Bair’s brothers and Mr. Bair’s sister-in-law received grants of equity awards under the Offerpad Solutions Inc. 2021 Incentive Award Plan, which included awards of restricted stock units (“RSUs”), performance-based RSUs (“PSUs”) and/or stock options, as follows: Number of Number of Number of 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 December 31: 2023 2022 ($ in thousands) Borrowing Outstanding Borrowing Outstanding Senior secured credit facility with a related party $ 50,000 $ 6,289 $ 75,000 $ 17,398 Mezzanine secured credit facilities with a related party $ 92,000 $ 23,803 $ 150,000 $ 42,778 |
Nature of Operations and Sign_4
Nature of Operations and Significant Accounting Policies - Schedule of Property and Equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Rooftop Solar Panel Systems | |
Property Plant And Equipment [Line Items] | |
Property and Equipment, Useful Life | 20 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property and Equipment, Useful Life | Lesser of estimated useful life or remaining lease term |
Computer Equipment | |
Property Plant And Equipment [Line Items] | |
Property and Equipment, Useful Life | 5 years |
Office Equipment and Furniture | |
Property Plant And Equipment [Line Items] | |
Property and Equipment, Useful Life | 7 years |
Software systems | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and Equipment, Useful Life | 5 years |
Software systems | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and Equipment, Useful Life | 3 years |
Nature of Operations and Sign_5
Nature of Operations and Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) Segment $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Jun. 08, 2023 $ / shares | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
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. | |||
Number of reportablesegments | Segment | 1 | |||
Number of operating segments | Segment | 1 | |||
Impairment charges on long-lived assets | $ 0 | $ 0 | $ 0 | |
Advertising expenses | 30,900 | 46,500 | 45,300 | |
Real estate inventory valuation adjustment | 8,937 | $ 93,810 | $ 2,843 | |
Employee benefit plan maximum contribution plan | 100% | |||
Employee benefit plan eligible compensation | 2.50% | |||
Employee benefit plan contribution amount | $ 1,000 | $ 1,600 | ||
Common Class A [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of securities into which each warrant or right may be converted | shares | 15 | |||
Number of warrants or rights, excercisable | shares | 15 | |||
Warrants exercisable | $ / shares | $ 172.5 | |||
Common Class B [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Proceeds from Business Combination | $ 284,000 | $ 0 | $ 0 | $ 284,011 |
Business combination transaction cost | $ 51,200 |
Real Estate Inventory - Schedul
Real Estate Inventory - Schedule of Components of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Homes preparing for and under renovation | $ 53,116 | $ 54,499 |
Homes listed for sale | 148,648 | 440,862 |
Homes under contract to sell | 74,736 | 169,336 |
Inventory | $ 276,500 | $ 664,697 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Additional Information) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Derivatives, Fair Value [Line Items] | |
Payment to Acquire Options | $ 2.6 |
Change in Fair Value of Derivative Instrument | 2.1 |
US Treasury Securities | |
Derivatives, Fair Value [Line Items] | |
Payment to Acquire Options | $ 2.6 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 7,725 | $ 7,685 |
Less: accumulated depreciation | (3,208) | (2,491) |
Property and equipment, net | 4,517 | 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 | 837 | 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 | $ 32 | $ 136 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 728 | $ 1,022 | $ 523 |
Leases - Schedule of Company Op
Leases - Schedule of Company Operating Lease Liability Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 2,373 | |
2025 | 1,103 | |
2026 | 269 | |
2027 | 79 | |
2028 | 0 | |
Thereafter | 0 | |
Total future lease payments | 3,824 | |
Less: Imputed interest | (135) | |
Total lease liabilities | $ 3,689 | $ 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 | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Right-Of-Use-Asset | $ 3,338 | $ 5,469 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Operating Lease, Liability, Current | $ 2,271 | $ 2,264 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued and other current liabilities | Accrued and other current liabilities |
Operating Lease, Liability, Noncurrent | $ 1,418 | $ 3,689 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Operating Lease, Liability, Total | $ 3,689 | $ 5,953 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Jan. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Line Items] | ||||
Operating Lease, Cost | $ 2.3 | $ 2.1 | $ 1.4 | |
Short-Term Lease, Cost | $ 0.1 | $ 0.3 | 0.2 | |
Operating Lease, Weighted Average Remaining Lease Term | 1 year 9 months 18 days | 2 years 8 months 12 days | ||
Operating Lease, Weighted Average Discount Rate, Percent | 4.30% | 4.20% | ||
Operating Lease, Payments, Use | $ 15.4 | |||
Lessor, Operating Lease, Description | commenced during January 2024 and is for an initial term of ten and a half years, with a Company option to renew for an additional five-year term. | |||
Measurement Of Operating Lease Liabilities [Member] | ||||
Leases [Line Items] | ||||
Operating Lease, Payments | $ 2.5 | $ 2 | 1.4 | |
Acquired Operating Lease Liabilities [Member] | ||||
Leases [Line Items] | ||||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 2.5 | $ 1.6 | ||
Minimum | ||||
Leases [Line Items] | ||||
Lessee, Operating Lease, Lease Term | 1 year | |||
Maximum | ||||
Leases [Line Items] | ||||
Lessee, Operating Lease, Lease Term | 10 years |
Accrued and Other Liabilities -
Accrued and Other Liabilities - Schedule of Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Home renovation | $ 3,534 | $ 3,168 |
Payroll and other employee related expenses | 3,200 | 10,670 |
Operating lease liabilities | 2,271 | 2,264 |
Interest | 1,989 | 4,360 |
Marketing | 999 | 4,161 |
Legal and professional obligations | 392 | 1,035 |
Other | 1,474 | 2,594 |
Accrued and other current liabilities | $ 13,859 | $ 28,252 |
Credit Facilities and Other D_3
Credit Facilities and Other Debt - Schedule of Carrying Values of the Company's Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Credit facilities and notes payable, net | ||
Senior secured debt - other | $ 0 | $ 89,024 |
Debt issuance costs | (2,226) | (4,621) |
Total credit facilities and other debt, net | 257,224 | 666,065 |
Current portion - credit facilities and other debt, net | ||
Total credit facilities and other debt, net | 227,132 | 605,889 |
Total credit facilities and other debt - related party | 30,092 | 60,176 |
Total credit facilities and other debt, net | 257,224 | 666,065 |
Mezzanine Secured Credit Facilities [Member] | ||
Credit facilities and notes payable, net | ||
Secured credit facilities | 23,803 | 42,778 |
Mezzanine Secured Credit Facilities [Member] | Financial Institutions [Member] | ||
Credit facilities and notes payable, net | ||
Secured credit facilities | 12,704 | 49,626 |
Senior Secured Credit Facilities [Member] | ||
Credit facilities and notes payable, net | ||
Secured credit facilities | 6,289 | 17,398 |
Senior Secured Credit Facilities [Member] | Financial Institutions [Member] | ||
Credit facilities and notes payable, net | ||
Secured credit facilities | 216,654 | 471,860 |
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Senior Secured Credit Facility With Related Party [Member] | ||
Line Of Credit Facility [Line Items] | ||
Total Borrowing Capacity | $ 50,000 | $ 75,000 |
Outstanding Amount | 6,289 | 17,398 |
Senior Secured Credit Facilities With Financial Institutions [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | 460,000 | 675,000 |
Borrowing Capacity, Uncommitted | 415,000 | 900,000 |
Total Borrowing Capacity | 875,000 | 1,575,000 |
Outstanding Amount | 222,943 | 489,258 |
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 | 300,000 |
Borrowing Capacity, Uncommitted | 200,000 | 300,000 |
Total Borrowing Capacity | 400,000 | 600,000 |
Outstanding Amount | $ 135,676 | $ 228,823 |
Weighted- Average Interest Rate | 7.91% | 4.74% |
End of Revolving / Withdrawal Period | Jun. 30, 2025 | |
Maturity Date | Jun. 30, 2025 | |
July 2025 Revolving Credit Facility [Member] | Senior Secured Credit Facilities With Financial Institution 2 [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 100,000 | $ 200,000 |
Borrowing Capacity, Uncommitted | 100,000 | 200,000 |
Total Borrowing Capacity | 200,000 | 400,000 |
Outstanding Amount | $ 55,541 | $ 123,478 |
Weighted- Average Interest Rate | 7.61% | 4.11% |
End of Revolving / Withdrawal Period | Jan. 31, 2025 | |
Maturity Date | Jul. 31, 2025 | |
April 2025 Revolving Credit Facility [Member] | Senior Secured Credit Facilities With Financial Institution 3 [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 100,000 | $ 125,000 |
Borrowing Capacity, Uncommitted | 50,000 | 375,000 |
Total Borrowing Capacity | 150,000 | 500,000 |
Outstanding Amount | $ 6,453 | $ 119,559 |
Weighted- Average Interest Rate | 7.11% | 4.48% |
End of Revolving / Withdrawal Period | Jan. 31, 2025 | |
Maturity Date | Apr. 30, 2025 | |
September 2025 Revolving Credit Facility [Member] | Senior Secured Credit Facility With Related Party [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 30,000 | $ 50,000 |
Borrowing Capacity, Uncommitted | 20,000 | 25,000 |
Total Borrowing Capacity | 50,000 | 75,000 |
Outstanding Amount | $ 6,289 | $ 17,398 |
Weighted- Average Interest Rate | 10.05% | 6.46% |
End of Revolving / Withdrawal Period | Mar. 31, 2025 | |
Maturity Date | Sep. 30, 2025 | |
February 2025 Revolving Credit Facility [Member] | Senior Secured Credit Facility With Financial Institution 4 [Member] | Third-party lenders [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 30,000 | |
Borrowing Capacity, Uncommitted | 45,000 | |
Total Borrowing Capacity | 75,000 | |
Outstanding Amount | $ 18,984 | |
Weighted- Average Interest Rate | 8.42% | |
End of Revolving / Withdrawal Period | Aug. 31, 2024 | |
Maturity Date | Feb. 28, 2025 |
Credit Facilities and Notes Pay
Credit Facilities and Notes Payable - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) Facility | Dec. 31, 2022 USD ($) | |
Related Parties [Member] | ||
Line Of Credit Facility [Line Items] | ||
Number of facilities | Facility | 1 | |
Class A Common Stock | ||
Line Of Credit Facility [Line Items] | ||
Related party, holding percentage | 5% | |
Senior Secured Credit Facilities With Financial Institutions [Member] | ||
Line Of Credit Facility [Line Items] | ||
Total Borrowing Capacity | $ 875,000 | $ 1,575,000 |
Borrowing Capacity, Committed | 460,000 | 675,000 |
Uncommitted amount | $ 415,000 | 900,000 |
Financial Institutions [Member] | ||
Line Of Credit Facility [Line Items] | ||
Number of facilities | Facility | 4 | |
Senior Secured Credit Facility | ||
Line Of Credit Facility [Line Items] | ||
Total Borrowing Capacity | $ 1,052,000 | |
Borrowing Capacity, Committed | $ 562,200 | |
Number of facilities | Facility | 5 | |
Mezzanine Revolving Credit Facilities | ||
Line Of Credit Facility [Line Items] | ||
Total Borrowing Capacity | $ 177,000 | 352,500 |
Borrowing Capacity, Committed | 102,167 | 163,387 |
Uncommitted amount | 74,833 | $ 189,113 |
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] | ||
Total Borrowing Capacity | $ 50,000 | $ 75,000 |
Credit Facilities and Notes P_2
Credit Facilities and Notes Payable - Schedule of Company's Mezzanine Secured Credit Facilities (Details) - Mezzanine Revolving Credit Facilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 102,167 | $ 163,387 |
Borrowing Capacity, Uncommitted | 74,833 | 189,113 |
Total Borrowing Capacity | 177,000 | 352,500 |
Outstanding Amount | 36,507 | 92,404 |
2025 December Mezzanine Credit Facility With Related Party [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | 45,000 | 65,000 |
Borrowing Capacity, Uncommitted | 25,000 | 32,500 |
Total Borrowing Capacity | 70,000 | 97,500 |
Outstanding Amount | $ 22,250 | $ 38,937 |
Weighted- Average Interest Rate | 11.56% | 11% |
End of Revolving / Withdrawal Period | Jun. 30, 2025 | |
Maturity Date | Dec. 31, 2025 | |
2025 July Mezzanine Credit Facility With Related Party [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 22,500 | $ 45,000 |
Borrowing Capacity, Uncommitted | 22,500 | 45,000 |
Total Borrowing Capacity | 45,000 | 90,000 |
Outstanding Amount | $ 11,198 | $ 31,239 |
Weighted- Average Interest Rate | 12.79% | 9.55% |
End of Revolving / Withdrawal Period | Jan. 31, 2025 | |
Maturity Date | Jul. 31, 2025 | |
2025 April Mezzanine Credit Facility With Related Party [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 26,667 | $ 18,387 |
Borrowing Capacity, Uncommitted | 13,333 | 94,113 |
Total Borrowing Capacity | 40,000 | 112,500 |
Outstanding Amount | $ 1,506 | $ 18,387 |
Weighted- Average Interest Rate | 9.55% | 9.50% |
End of Revolving / Withdrawal Period | Jan. 31, 2025 | |
Maturity Date | Apr. 30, 2025 | |
2025 September Mezzanine Credit Facility With Related Party [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 8,000 | $ 35,000 |
Borrowing Capacity, Uncommitted | 14,000 | 17,500 |
Total Borrowing Capacity | 22,000 | 52,500 |
Outstanding Amount | $ 1,553 | $ 3,841 |
Weighted- Average Interest Rate | 13.05% | 11.05% |
End of Revolving / Withdrawal Period | Mar. 31, 2025 | |
Maturity Date | Sep. 30, 2025 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 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 | ||
Common stock, shares issued | 27,233,075 | 15,491,000 | |
Warrants exercisable | $ 172.5 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Public Warrant | Class A Common Stock | |||
Derivative Warrant Liabilities [Line Items] | |||
Class of warrant or right outstanding | 16,100,000 | ||
Warrants exercisable | $ 11.5 | ||
Private Placement | Class A Common Stock | |||
Derivative Warrant Liabilities [Line Items] | |||
Class of warrant or right outstanding | 5,700,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 471 | $ 539 |
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 | 305 | 343 |
Significant Unobservable Inputs (Level 3) | Private Placement Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 166 | $ 196 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Change in fair value of warrant liabilities | $ (68,000) | $ (23,522,000) | $ (2,464,000) |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, transfers, net | 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 | $ 100,000 | $ 14,000,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Liabilities Measured on Recurring Basis Unobservable Input Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants |
Private Placement Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Beginning balance | $ 196 | $ 9,705 |
Change in fair value of private placement warrants included in net (loss) income | (30) | (9,509) |
Ending balance | $ 166 | $ 196 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jan. 31, 2023 | Nov. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 13, 2023 | Jun. 08, 2023 | |
Class Of Stock [Line Items] | |||||||
Proceeds from exercise of pre-funded warrants | $ 11 | $ 0 | $ 0 | ||||
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 | ||||||
Shares Authorized | 2,100,000,000 | 2,370,000,000 | |||||
Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Shares Authorized | 100,000,000 | ||||||
Private Placement | Pre-funded Warrants | |||||||
Class Of Stock [Line Items] | |||||||
Class of warrants issued | 160,700,000 | ||||||
Warrants exercisable | $ 0.0001 | ||||||
Proceeds from exercise of pre-funded warrants | $ 90,000 | ||||||
Common stock, shares outstanding | 27,233,075 | ||||||
Class A Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Warrants exercisable | $ 172.5 | ||||||
Common stock, shares issued | 27,233,075 | 15,491,000 | |||||
Common stock, shares outstanding | 27,233,000 | 15,491,000 | |||||
Shares Authorized | 2,000,000,000 | 2,000,000,000 | |||||
Class A Common Stock | Preferred Stock | |||||||
Class Of Stock [Line Items] | |||||||
Shares Authorized | 100,000,000 | ||||||
Class A Common Stock | Pre-funded Warrants | |||||||
Class Of Stock [Line Items] | |||||||
Class of warrants issued | 10,700,000 | ||||||
Class A Common Stock | Private Placement | Pre-funded Warrants | |||||||
Class Of Stock [Line Items] | |||||||
Warrants exercisable | $ 0.5599 | ||||||
Class B Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock, shares authorized | 14,816,236 | 0 | 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 | |||||
Shares Authorized | 20,000,000 | ||||||
Class C Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Shares Authorized | 250,000,000 |
Stock-Based Awards - Additional
Stock-Based Awards - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Jan. 01, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock option exercised, intrinsic value | $ 0.1 | $ 35.8 | $ 10.5 | |
Option granted, weighted-average grant date fair value | $ 41 | $ 9.02 | ||
Unrecognized stock based compensation expense | $ 1.3 | |||
Unrecognized stock based compensation expense, recognition period | 1 year 2 months 23 days | |||
Fair value of restricted stock units vested | $ 1.8 | $ 2.1 | $ 2.6 | |
Restricted Stock Units (RSUs) [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock based compensation expense | $ 3.4 | |||
Unrecognized stock based compensation expense, recognition period | 1 year 3 months 7 days | |||
Fair value of restricted stock units vested | $ 2.7 | $ 0.9 | ||
Performance-based restricted stock units granted | 321,000 | 141,000 | 14,000 | |
Vested | 33,000 | 11,000 | 0 | |
Restricted Stock Units (RSUs) [Member] | Employee [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Performance-based restricted stock units 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] | ||||
Performance-based restricted stock units 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] | ||||
Performance-based restricted stock units vesting period | 3 years | |||
Performance-Based Restricted Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock based compensation expense | $ 3.3 | |||
Unrecognized stock based compensation expense, recognition period | 1 year 1 month 28 days | |||
Performance-based restricted stock units granted | 0 | 141,000 | 0 | |
Performance-based restricted stock units vesting period | 3 years | |||
Vested | 0 | 0 | ||
Long-Term Incentives Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock based compensation expense | $ 3.4 | |||
Unrecognized stock based compensation expense, recognition period | 2 years 11 months 12 days | |||
Class A Common Stock | Restricted Stock Units (RSUs) [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vested | 100,000 | |||
2021 Equity Incentive plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Diluted shares conversion percentage | 5% | |||
Reserved for issuance of shares under plan | 1,755,548 | |||
2021 Equity Incentive plan | Subsequent Event [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Shares Available for Grant | 1,877,908 | |||
Increase in Share Limit, Reserved for Issuance, Shares | 122,360 | |||
2021 Equity Incentive plan | Restricted Stock Units (RSUs) [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Performance-based 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] | ||||
Performance-based 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% | |||
Number of Shares Available for Grant | 175,554 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued | 0 | |||
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 | Subsequent Event [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Reserved for issuance of shares under plan | 286,802 | |||
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 | |||
Employee Stock Purchase Plan | Class A Common Stock | Subsequent Event [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Increase in Share Limit, Reserved for Issuance, Shares | 111,248 |
Stock-Based Awards - Schedule o
Stock-Based Awards - Schedule of Assumptions Used in Black-Scholes Model for Options Granted (Details) - Employee Stock Option - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 3 months | |
Expected dividend yield | 0% | 0% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 11 months 19 days | |
Risk-free interest rate | 1.63% | 0.64% |
Expected stock price volatility | 57.80% | 52.50% |
Fair value on grant date | $ 21.45 | $ 67.35 |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 1 month 6 days | |
Risk-free interest rate | 3.37% | 0.67% |
Expected stock price volatility | 60% | 52.70% |
Fair value on grant date | $ 76.65 | $ 68.25 |
Stock-Based Awards - Summary of
Stock-Based Awards - Summary of Stock Option Activity (Details) - Employee Stock Option - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | ||||
Options, Outstanding at beginning of period | 1,182 | 1,705 | 1,839 | |
Options, Granted | 0 | 77 | 104 | |
Options, Excercised | (14) | (540) | (166) | |
Options, Forfeited or cancelled | (90) | (60) | (72) | |
Options, Outstanding at end of period | 1,078 | 1,182 | 1,705 | 1,839 |
Options, Exercisable | 994 | |||
Options, Vested and expected to vest | 1,078 | |||
Weighted Average Exercise Price | ||||
Weighted average exercise price per share, outstanding beginning of period | $ 12.47 | $ 10.95 | $ 10.2 | |
Weighted average exercise price per share, Granted | 0 | 22.45 | 18.3 | |
Weighted average exercise price per share, Exercised | 3.72 | 8.7 | 5.4 | |
Weighted average exercise price per share, Forfeited or cancelled | 19.06 | 21.9 | 12.75 | |
Weighted average exercise price per share, Outstanding at end of period | 12.04 | $ 12.47 | $ 10.95 | $ 10.2 |
Weighted average exercise price per share, Exercisable | 11.38 | |||
Weighted average exercise price per share, Vested and expected to vest | $ 12.04 | |||
Weighted average remaining contractual term | 4 years 3 months 3 days | 5 years 9 months 25 days | 6 years 9 months 25 days | 7 years 4 months 24 days |
Weighted average remaining contractual term, Exercisable | 4 years | |||
Weighted average remaining contractual term, Vested and expected to vest | 4 years 3 months 3 days | |||
Aggregate intrinsic value, Outstanding beginning of period | $ 953 | $ 137,170 | $ 14,619 | |
Aggregate intrinsic value, Outstanding end of period | 1,686 | $ 953 | $ 137,170 | $ 14,619 |
Aggregate intrinsic value, Exercisable | 1,686 | |||
Aggregate intrinsic value, Vested and expected to vest | $ 1,686 |
Stock-Based Awards - Summary _2
Stock-Based Awards - Summary of RSU award activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Beginning Balance | 131 | 14 | 0 |
Granted | 321 | 141 | 14 |
Vested and settled | (33) | (11) | 0 |
Forfeited or expired | (169) | (13) | 0 |
Ending Balance | 250 | 131 | 14 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 70.92 | $ 118.26 | $ 0 |
Weighted Average Grant Date Fair Value, Granted | 11.65 | 67.52 | 118.26 |
Weighted Average Grant Date Fair Value, Vested and settled | 76.71 | 79.97 | 0 |
Weighted Average Grant Date Fair Value, Forfeited | 18.16 | 75.74 | 0 |
Weighted Average Grant Date Fair Value, Ending Balance | $ 29.77 | $ 70.92 | $ 118.26 |
Stock-Based Awards - Schedule_2
Stock-Based Awards - Schedule of Assumptions Used in Monte Carlo Simulation Model (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Performance-Based Restricted Stock Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 1.47% | |
Expected stock price volatility | 60% | |
Expected dividend yield | 0% | |
Fair value on grant date | $ 76.65 | |
Long-Term Incentives Awards [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 4.12% | |
Expected stock price volatility | 95% | |
Expected dividend yield | 0% | |
Fair value on grant date | $ 7.81 |
Stock-Based Awards - Summary _3
Stock-Based Awards - Summary of PSU Award Activity (Details) - Performance-Based Restricted Stock Units [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Beginning Balance | 129,000 | 0 | |
Granted | 0 | 141,000 | 0 |
Vested | 0 | 0 | |
Forfeited or expired | (10,000) | (12,000) | |
Ending Balance | 119,000 | 129,000 | 0 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 70.81 | $ 0 | |
Weighted Average Grant Date Fair Value, Granted | 0 | 70.81 | |
Weighted Average Grant Date Fair Value, Vested | 0 | 0 | |
Weighted Average Grant Date Fair Value, Forfeited | 70.81 | 70.81 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 70.81 | $ 70.81 | $ 0 |
Stock-Based Awards - Summary _4
Stock-Based Awards - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 7,915 | $ 8,307 | $ 3,079 |
Sales, Marketing and Operating [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation expense | 1,964 | 2,023 | 700 |
General and Administrative [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation expense | 5,562 | 5,743 | 1,889 |
Technology and Development [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 389 | $ 541 | $ 490 |
Variable Interest Entities - Su
Variable Interest Entities - Summary of Assets and Liabilities Related to VIEs (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
ASSETS | ||||
Restricted cash | $ 3,967 | $ 43,058 | $ 24,616 | |
Accounts receivable | 9,935 | 2,350 | ||
Real estate inventory | 276,500 | 664,697 | ||
Prepaid expenses and other current assets | 5,236 | 6,833 | ||
Property and equipment, net | 4,517 | 5,194 | ||
Total assets | [1] | 379,694 | 825,069 | |
Liabilities | ||||
Accounts payable | 4,946 | 4,647 | ||
Total liabilities | [2] | 277,918 | 703,192 | |
Variable Interest Entity | ||||
ASSETS | ||||
Restricted cash | 3,867 | 42,958 | ||
Accounts receivable | 6,782 | 1,841 | ||
Real estate inventory | 276,500 | 664,697 | ||
Prepaid expenses and other current assets | 1,588 | 212 | ||
Total assets | 288,737 | 709,708 | ||
Liabilities | ||||
Accounts payable | 1,798 | 1,976 | ||
Accrued and other current liabilities | 2,027 | 4,408 | ||
Secured credit facilities and other debt, net | 257,224 | 666,065 | ||
Total liabilities | $ 261,049 | $ 672,449 | ||
[1] Our consolidated assets as of December 31, 2023 and 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, $ 3,867 and $ 42,958 ; Accounts receivable, $ 6,782 and $ 1,841 ; Real estate inventory, $ 276,500 and $ 664,697 ; Prepaid expenses and other current assets, $ 1,588 and $ 212 ; Total assets of $ 288,737 and $ 709,708 , respectively. Our consolidated liabilities as of December 31, 2023 and 2022 include the following liabilities for which the VIE creditors do not have recourse to Offerpad: Accounts payable, $ 1,798 and $ 1,976 ; Accrued and other current liabilities, $ 2,027 and $ 4,408 ; Secured credit facilities and other debt, net, $ 257,224 and $ 666,065 ; Total liabilities, $ 261,049 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Net Income (Loss) | $ (117,218) | $ (148,613) | $ 6,460 |
Weighted average common shares outstanding, basic | 26,385 | 16,343 | 7,905 |
Dilutive effect of stock options | 0 | 0 | 1,643 |
Dilutive effect of restricted stock units | 0 | 0 | 0 |
Weighted average common shares outstanding, diluted | 26,385 | 16,343 | 9,548 |
Net (loss) income per share, basic | $ (4.44) | $ (9.09) | $ 0.82 |
Net (loss) income per share, diluted | $ (4.44) | $ (9.09) | $ 0.68 |
Anti-dilutive warrants | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive preferred stock | 1,452 | 0 | |
Anti-dilutive performance-based restricted stock units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive preferred stock | 123 | 136 | 0 |
Anti-dilutive restricted stock units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive preferred stock | 147 | 117 | 0 |
Employee Stock Option | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive preferred stock | 816 | 368 | 0 |
Earnings Per Share - Summary _2
Earnings Per Share - Summary of Components of Basic and Diluted Earnings Per Share (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Dilutive Securities, Effect on Basic Earnings Per Share, Total | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
(Loss) income before income taxes | $ (117,055,000) | $ (148,254,000) | $ 6,630,000 |
Valuation allowance, amount | 28,980,000 | 48,690,000 | 675,000 |
Unrecognized Tax Benefits | 0 | $ 0 | $ 0 |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 395,900,000 | ||
Net Operating Loss Carryforwards Expiration | 369,900,000 | ||
Net Operating Loss Carryforwards Not Utilized | 26,000,000 | ||
U.S. State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 339,100,000 | ||
Net Operating Loss Carryforwards Expiration | 133,300,000 | ||
Net Operating Loss Carryforwards Not Utilized | $ 205,800,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Current provision federal | $ 0 | $ 0 | $ 0 |
Current provision state | 163 | 359 | 170 |
Total current | 163 | 359 | 170 |
Deferred provision federal | 0 | 0 | 0 |
Deferred provision state | 0 | 0 | 0 |
Total deferred | 0 | 0 | 0 |
Total income tax expense | $ 163 | $ 359 | $ 170 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
(Benefit) provision at federal statutory tax rate, amount | $ (24,582) | $ (31,133) | $ (1,392) |
(Benefit) provision at federal statutory tax rate, percent | 21% | 21% | 21% |
State income taxes, amount | $ (5,096) | $ (7,636) | $ (360) |
State income taxes, percent | 5.20% | 4.40% | 5.40% |
Change in fair value of warrant liabilities, Amount | $ (14) | $ (4,940) | $ (517) |
Change in fair value of warrant liabilities, percentage | 3.30% | 0% | (7.80%) |
Return-to-provision, Amount | $ 340 | $ (2,277) | $ 221 |
Return-to-provision, percentage | 1.50% | 0.30% | 3.30% |
Stock-based compensation, Amount | $ 81 | $ 1,091 | $ 647 |
Stock-based compensation, percent | (0.70%) | (0.00%) | (9.80%) |
Valuation allowance, amount | $ 28,980 | $ 48,690 | $ 675 |
Valuation allowance, percent | (32.80%) | (24.80%) | (10.20%) |
Transaction costs, amount | $ 0 | $ 1,874 | $ 1,226 |
Transaction costs, percentage | 1.30% | 0% | 18.50% |
Other, amount | $ 454 | $ 620 | $ (32) |
Other, percent | 0.40% | 0.40% | 0.40% |
Effective tax rate, amount | $ 163 | $ 359 | $ 170 |
Effective tax rate, percent | (0.20%) | (0.10%) | (2.60%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Federal net operating loss carryforwards | $ 84,730 | $ 50,178 |
State net operating loss carryforwards | 16,914 | 9,847 |
Research and development expenditures | 4,118 | 3,190 |
Stock-based compensation | 3,503 | 1,852 |
Transaction costs | 1,578 | 1,707 |
Operating lease liabilities | 936 | 1,507 |
Real estate inventory | 225 | 14,771 |
Other | 929 | 2,117 |
Gross deferred tax asset | 112,933 | 85,169 |
Valuation allowance | (111,006) | (82,026) |
Deferred Tax Assets, Net of Valuation Allowance | 1,927 | 3,143 |
Deferred tax liabilities: | ||
Operating lease Right Of Use Asset | (847) | (1,385) |
Property and equipment | (647) | (739) |
Other | (433) | (1,019) |
Gross deferred tax liability | (1,927) | (3,143) |
Net deferred income taxes | $ 0 | $ 0 |
Related-Party Transactions - Su
Related-Party Transactions - Summary of Credit Facilities as Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Senior Secured Credit Facility With Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding Amount | $ 6,289 | $ 17,398 |
Total Borrowing Capacity | 50,000 | 75,000 |
Mezzanine Secured Credit Facilities With a Related Party | ||
Related Party Transaction [Line Items] | ||
Outstanding Amount | 23,803 | 42,778 |
Total Borrowing Capacity | $ 92,000 | $ 150,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) Facility $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 16, 2020 USD ($) | Oct. 26, 2016 USD ($) | |
Related Party Transaction [Line Items] | |||||
Operating Costs And Expenses | $ 1,462 | $ 1,348 | $ 1,182 | ||
Interest Expense | $ 18,859 | 45,991 | 15,848 | ||
Preferred stock, shares issued | shares | 0 | ||||
Class A Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Warrants exercisable | $ / shares | $ 172.5 | ||||
First Funding Inc Member | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage | 5% | ||||
Total Borrowing Capacity | $ 15,000 | ||||
Debt instrument, outstanding amount | $ 0 | 0 | |||
L L Funds Loan Agreement | Class A Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage | 5% | ||||
First American Financial Corporation | Class A Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage | 5% | ||||
LL Capital Partners I, L.P | |||||
Related Party Transaction [Line Items] | |||||
Interest Expense | $ 4,100 | 9,400 | 11,700 | ||
Related Party [Member] | First American Financial Corporation | |||||
Related Party Transaction [Line Items] | |||||
Operating Costs And Expenses | $ 7,300 | $ 18,100 | $ 11,900 | ||
Senior Secured Credit Line | |||||
Related Party Transaction [Line Items] | |||||
Number of facilities | Facility | 1 | ||||
Senior Secured Credit Line | L L Funds Loan Agreement | |||||
Related Party Transaction [Line Items] | |||||
Maximum principal amount | $ 50,000 | ||||
Mezzanine Secured Loan | L L Funds Loan Agreement | |||||
Related Party Transaction [Line Items] | |||||
Maximum principal amount | $ 22,000 | ||||
Mezzanine facility [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of facilities | Facility | 2 | ||||
LL Mezz Loan Agreement | |||||
Related Party Transaction [Line Items] | |||||
Maximum principal amount | $ 70,000 |
Related-Party Transactions - _2
Related-Party Transactions - Summary of Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Operating Costs And Expenses | $ 1,462 | $ 1,348 | $ 1,182 |
Brother 1 | Related Party | |||
Related Party Transaction [Line Items] | |||
Operating Costs And Expenses | 680 | 631 | 572 |
Brother 2 | Related Party | |||
Related Party Transaction [Line Items] | |||
Operating Costs And Expenses | 640 | 594 | 469 |
Sister in law | Related Party | |||
Related Party Transaction [Line Items] | |||
Operating Costs And Expenses | $ 142 | $ 123 | $ 141 |
Related-Party Transactions - Gr
Related-Party Transactions - Grants of Equity Awards to Related Parties (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Units (RSUs) [Member] | |||
Related Party Transaction [Line Items] | |||
Granted | 321,000 | 141,000 | 14,000 |
Restricted Stock Units (RSUs) [Member] | 2021 Equity Incentive plan | |||
Related Party Transaction [Line Items] | |||
Granted | 11,117 | ||
Restricted Stock Units (RSUs) [Member] | Brother 2 | 2021 Equity Incentive plan | |||
Related Party Transaction [Line Items] | |||
Granted | 5,293 | ||
Restricted Stock Units (RSUs) [Member] | Brother 1 | 2021 Equity Incentive plan | |||
Related Party Transaction [Line Items] | |||
Granted | 5,624 | ||
Restricted Stock Units (RSUs) [Member] | Sister in law | 2021 Equity Incentive plan | |||
Related Party Transaction [Line Items] | |||
Granted | 200 | ||
Performance-Based Restricted Stock Units [Member] | |||
Related Party Transaction [Line Items] | |||
Granted | 0 | 141,000 | 0 |
Performance-Based Restricted Stock Units [Member] | 2021 Equity Incentive plan | |||
Related Party Transaction [Line Items] | |||
Granted | 16,376 | ||
Performance-Based Restricted Stock Units [Member] | Brother 2 | 2021 Equity Incentive plan | |||
Related Party Transaction [Line Items] | |||
Granted | 7,940 | ||
Performance-Based Restricted Stock Units [Member] | Brother 1 | 2021 Equity Incentive plan | |||
Related Party Transaction [Line Items] | |||
Granted | 8,436 | ||
Performance-Based Restricted Stock Units [Member] | Sister in law | 2021 Equity Incentive plan | |||
Related Party Transaction [Line Items] | |||
Granted | 0 | ||
Employee Stock Option [Member] | 2021 Equity Incentive plan | |||
Related Party Transaction [Line Items] | |||
Granted | 400 | ||
Employee Stock Option [Member] | Brother 2 | 2021 Equity Incentive plan | |||
Related Party Transaction [Line Items] | |||
Granted | 0 | ||
Employee Stock Option [Member] | Brother 1 | 2021 Equity Incentive plan | |||
Related Party Transaction [Line Items] | |||
Granted | 0 | ||
Employee Stock Option [Member] | Sister in law | 2021 Equity Incentive plan | |||
Related Party Transaction [Line Items] | |||
Granted | 400 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Dec. 31, 2023 USD ($) Home |
Commitments and Contingencies Disclosure [Abstract] | |
Contract to purchase homes | Home | 500 |
Aggregate purchase price | $ 135.1 |
Purchase obligation payable | 5.8 |
Purchase obligation | $ 7.3 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2023 | Nov. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | |||||
Proceeds from exercise of pre-funded warrants | $ 11 | $ 0 | $ 0 | ||
Private Placement | Pre-funded Warrants | |||||
Subsequent Event [Line Items] | |||||
Warrants exercisable | $ 0.0001 | ||||
Class of warrants issued | 160.7 | ||||
Proceeds from exercise of pre-funded warrants | $ 90,000 | ||||
Class A Common Stock | |||||
Subsequent Event [Line Items] | |||||
Warrants exercisable | $ 172.5 | ||||
Class A Common Stock | Pre-funded Warrants | |||||
Subsequent Event [Line Items] | |||||
Class of warrants issued | 10.7 | ||||
Class A Common Stock | Private Placement | Pre-funded Warrants | |||||
Subsequent Event [Line Items] | |||||
Warrants exercisable | $ 0.5599 |