Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39253 | |
Entity Registrant Name | Opendoor Technologies Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 30-1318214 | |
Entity Address, Address Line One | 410 N. Scottsdale Road, | |
Entity Address, Address Line Two | Suite 1600 | |
Entity Address, City or Town | Tempe, | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85281 | |
City Area Code | 480 | |
Local Phone Number | 618-6760 | |
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | OPEN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 659,195,207 | |
Entity Central Index Key | 0001801169 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 1,120 | $ 1,137 | |
Restricted cash | 1,684 | 654 | |
Marketable securities | 90 | 144 | |
Escrow receivable | 13 | 30 | |
Real estate inventory, net | 1,149 | 4,460 | |
Other current assets ($0 and $1 carried at fair value) | 37 | 41 | |
Total current assets | 4,093 | 6,466 | |
PROPERTY AND EQUIPMENT – Net | 62 | 58 | |
RIGHT OF USE ASSETS | 28 | 41 | |
GOODWILL | 4 | 4 | |
INTANGIBLES – Net | 9 | 12 | |
OTHER ASSETS | 27 | 27 | |
TOTAL ASSETS | [1] | 4,223 | 6,608 |
CURRENT LIABILITIES: | |||
Accounts payable and other accrued liabilities | 65 | 110 | |
Non-recourse asset-backed debt - current portion | 15 | 1,376 | |
Interest payable | 1 | 12 | |
Lease liabilities - current portion | 7 | 7 | |
Total current liabilities | 88 | 1,505 | |
NON-RECOURSE ASSET-BACKED DEBT – Net of current portion | 2,527 | 3,020 | |
CONVERTIBLE SENIOR NOTES | 501 | 959 | |
LEASE LIABILITIES – Net of current portion | 21 | 38 | |
Total liabilities | [2] | 3,137 | 5,522 |
COMMITMENTS AND CONTINGENCIES (See Note 14) | |||
SHAREHOLDERS’ EQUITY: | |||
Common stock, $0.0001 par value; 3,000,000,000 shares authorized; 657,337,566 and 637,387,025 shares issued, respectively; 657,337,566 and 637,387,025 shares outstanding, respectively | 0 | 0 | |
Additional paid-in capital | 4,224 | 4,148 | |
Accumulated deficit | (3,136) | (3,058) | |
Accumulated other comprehensive loss | (2) | (4) | |
Total shareholders’ equity | 1,086 | 1,086 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 4,223 | $ 6,608 | |
[1]The Company’s consolidated assets at June 30, 2023 and December 31, 2022 include the following assets of certain variable interest entities (“VIEs”) that can only be used to settle the liabilities of those VIEs: Cash and cash equivalents, $1 and $—;Restricted cash, $1,663 and $636; Real estate inventory, net, $1,068 and $4,408; Escrow receivable, $12 and $29; Other current assets, $7 and $9; and Total assets of $2,751 and $5,082, respectively.[2]The Company’s consolidated liabilities at June 30, 2023 and December 31, 2022 include the following liabilities for which the VIE creditors do not have recourse to Opendoor: Accounts payable and other accrued liabilities, $21 and $61; Interest payable, $1 and $11; Current portion of non-recourse asset-backed debt, $15 and $1,376; Non-recourse asset-backed debt, net of current portion, $2,527 and $3,020; and Total liabilities, $2,564 and $4,468, respectively. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | |
Statement of Financial Position [Abstract] | |||
Other current assets, carried at fair value | $ 0 | $ 1 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock authorized (in shares) | 3,000,000,000 | 3,000,000,000 | |
Common stock issued (in dollars per shares) | 657,337,566 | 637,387,025 | |
Common stock outstanding (in dollars per shares) | 657,337,566 | 637,387,025 | |
Cash and cash equivalents | $ 1,120 | $ 1,137 | |
Restricted cash | 1,684 | 654 | |
Real estate inventory, net | 1,149 | 4,460 | |
Escrow receivable | 13 | 30 | |
Other current assets | 37 | 41 | |
Assets | [1] | 4,223 | 6,608 |
Accounts payable and other accrued liabilities | 65 | 110 | |
Interest payable | 1 | 12 | |
Non-recourse asset-backed debt - current portion | 15 | 1,376 | |
NON-RECOURSE ASSET-BACKED DEBT – Net of current portion | 2,527 | 3,020 | |
Liabilities | [2] | 3,137 | 5,522 |
Variable Interest Entity, Primary Beneficiary | |||
Cash and cash equivalents | 1 | 0 | |
Restricted cash | 1,663 | 636 | |
Real estate inventory, net | 1,068 | 4,408 | |
Escrow receivable | 12 | 29 | |
Other current assets | 7 | 9 | |
Assets | 2,751 | 5,082 | |
Accounts payable and other accrued liabilities | 21 | 61 | |
Interest payable | 1 | 11 | |
Non-recourse asset-backed debt - current portion | 15 | 1,376 | |
NON-RECOURSE ASSET-BACKED DEBT – Net of current portion | 2,527 | 3,020 | |
Liabilities | $ 2,564 | $ 4,468 | |
[1]The Company’s consolidated assets at June 30, 2023 and December 31, 2022 include the following assets of certain variable interest entities (“VIEs”) that can only be used to settle the liabilities of those VIEs: Cash and cash equivalents, $1 and $—;Restricted cash, $1,663 and $636; Real estate inventory, net, $1,068 and $4,408; Escrow receivable, $12 and $29; Other current assets, $7 and $9; and Total assets of $2,751 and $5,082, respectively.[2]The Company’s consolidated liabilities at June 30, 2023 and December 31, 2022 include the following liabilities for which the VIE creditors do not have recourse to Opendoor: Accounts payable and other accrued liabilities, $21 and $61; Interest payable, $1 and $11; Current portion of non-recourse asset-backed debt, $15 and $1,376; Non-recourse asset-backed debt, net of current portion, $2,527 and $3,020; and Total liabilities, $2,564 and $4,468, respectively. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
REVENUE | $ 1,976 | $ 4,198 | $ 5,096 | $ 9,349 |
COST OF REVENUE | 1,827 | 3,712 | 4,777 | 8,328 |
GROSS PROFIT | 149 | 486 | 319 | 1,021 |
OPERATING EXPENSES: | ||||
Sales, marketing and operations | 124 | 276 | 312 | 552 |
General and administrative | 44 | 137 | 110 | 238 |
Technology and development | 39 | 41 | 79 | 81 |
Restructuring | 10 | 0 | 10 | 0 |
Total operating expenses | 217 | 454 | 511 | 871 |
(LOSS) INCOME FROM OPERATIONS | (68) | 32 | (192) | 150 |
GAIN ON EXTINGUISHMENT OF DEBT | 104 | 0 | 182 | 0 |
INTEREST EXPENSE | (53) | (89) | (127) | (157) |
OTHER INCOME (LOSS) – Net | 41 | 4 | 60 | (18) |
INCOME (LOSS) BEFORE INCOME TAXES | 24 | (53) | (77) | (25) |
INCOME TAX EXPENSE | (1) | (1) | (1) | (1) |
NET INCOME (LOSS) | $ 23 | $ (54) | $ (78) | $ (26) |
Net income (loss) per share attributable to common shareholders: | ||||
Basic (in dollars per share) | $ 0.04 | $ (0.09) | $ (0.12) | $ (0.04) |
Diluted (in dollars per share) | $ 0.03 | $ (0.09) | $ (0.12) | $ (0.04) |
Weighted-average shares outstanding: | ||||
Basic (in shares) | 646,062,000 | 624,958,000 | 646,750,000 | 622,064,000 |
Diluted (in shares) | 667,159,000 | 624,958,000 | 646,750,000 | 622,064,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Other Comprehensive Income [Abstract] | ||||
NET INCOME (LOSS) | $ 23 | $ (54) | $ (78) | $ (26) |
OTHER COMPREHENSIVE INCOME (LOSS): | ||||
Unrealized gain (loss) on marketable securities | 1 | (1) | 2 | (3) |
COMPREHENSIVE INCOME (LOSS) | $ 24 | $ (55) | $ (76) | $ (29) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) $ in Millions | Total | Common Stock | Common Stock Restricted Shares | Common Stock RSUs | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2021 | 616,026,565 | ||||||
Beginning balance at Dec. 31, 2021 | $ 2,248 | $ 0 | $ 3,955 | $ (1,705) | $ (2) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Vesting of restricted stock and restricted stock units (in shares) | 142,129 | 8,543,024 | |||||
Exercise of stock options (in shares) | 2,321,415 | ||||||
Exercise of stock options | 3 | 3 | |||||
Stock-based compensation | 134 | 134 | |||||
Other comprehensive income (loss) | (3) | (3) | |||||
Net income (loss) | (26) | (26) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 627,033,133 | ||||||
Ending balance at Jun. 30, 2022 | 2,356 | $ 0 | 4,092 | (1,731) | (5) | ||
Beginning balance (in shares) at Mar. 31, 2022 | 622,918,512 | ||||||
Beginning balance at Mar. 31, 2022 | 2,347 | $ 0 | 4,028 | (1,677) | (4) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Vesting of restricted stock and restricted stock units (in shares) | 69,211 | 3,619,795 | |||||
Exercise of stock options (in shares) | 425,615 | ||||||
Exercise of stock options | 1 | 1 | |||||
Stock-based compensation | 63 | 63 | |||||
Other comprehensive income (loss) | (1) | (1) | |||||
Net income (loss) | (54) | (54) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 627,033,133 | ||||||
Ending balance at Jun. 30, 2022 | $ 2,356 | $ 0 | 4,092 | (1,731) | (5) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 637,387,025 | 637,387,025 | |||||
Beginning balance at Dec. 31, 2022 | $ 1,086 | $ 0 | 4,148 | (3,058) | (4) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Vesting of restricted stock and restricted stock units (in shares) | 17,136,256 | ||||||
Exercise of stock options (in shares) | 2,170,000 | 2,169,854 | |||||
Exercise of stock options | $ 2 | 2 | |||||
Employee stock purchase plan (in shares) | 644,431 | ||||||
Employee stock purchase plan | 1 | 1 | |||||
Stock-based compensation | 73 | 73 | |||||
Other comprehensive income (loss) | 2 | 2 | |||||
Net income (loss) | $ (78) | (78) | |||||
Ending balance (in shares) at Jun. 30, 2023 | 657,337,566 | 657,337,566 | |||||
Ending balance at Jun. 30, 2023 | $ 1,086 | $ 0 | 4,224 | (3,136) | (2) | ||
Beginning balance (in shares) at Mar. 31, 2023 | 647,607,920 | ||||||
Beginning balance at Mar. 31, 2023 | 1,036 | $ 0 | 4,198 | (3,159) | (3) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Vesting of restricted stock and restricted stock units (in shares) | 8,894,761 | ||||||
Exercise of stock options (in shares) | 834,885 | ||||||
Exercise of stock options | 1 | 1 | |||||
Employee stock purchase plan (in shares) | 0 | ||||||
Employee stock purchase plan | 0 | 0 | |||||
Stock-based compensation | 25 | 25 | |||||
Other comprehensive income (loss) | 1 | 1 | |||||
Net income (loss) | $ 23 | 23 | |||||
Ending balance (in shares) at Jun. 30, 2023 | 657,337,566 | 657,337,566 | |||||
Ending balance at Jun. 30, 2023 | $ 1,086 | $ 0 | $ 4,224 | $ (3,136) | $ (2) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (78) | $ (26) |
Adjustments to reconcile net loss to cash, cash equivalents, and restricted cash provided by operating activities: | ||
Depreciation and amortization | 39 | 38 |
Amortization of right of use asset | 4 | 4 |
Stock-based compensation | 63 | 126 |
Gain on settlement of lease liabilities | (1) | 0 |
Inventory valuation adjustment | 37 | 90 |
Changes in fair value of equity securities | (7) | 25 |
Net fair value adjustments and loss on sale of mortgage loans held for sale | 0 | (1) |
Origination of mortgage loans held for sale | 0 | (108) |
Proceeds from sale and principal collections of mortgage loans held for sale | 1 | 106 |
Gain on extinguishment of debt | (182) | 0 |
Changes in operating assets and liabilities: | ||
Escrow receivable | 17 | 28 |
Real estate inventory | 3,259 | (622) |
Other assets | (3) | (80) |
Accounts payable and other accrued liabilities | (31) | 79 |
Interest payable | (10) | 0 |
Lease liabilities | (6) | (2) |
Net cash provided by (used in) operating activities | 3,102 | (343) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (17) | (20) |
Purchase of marketable securities | 0 | (28) |
Proceeds from sales, maturities, redemptions and paydowns of marketable securities | 61 | 250 |
Purchase of non-marketable equity securities | 0 | (25) |
Proceeds from sale of non-marketable equity securities | 1 | 3 |
Capital returns from non-marketable equity securities | 0 | 3 |
Net cash provided by investing activities | 45 | 183 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repurchase of convertible senior notes | (270) | 0 |
Proceeds from exercise of stock options | 2 | 3 |
Proceeds from issuance of common stock for ESPP | 1 | 0 |
Proceeds from non-recourse asset-backed debt | 236 | 6,608 |
Principal payments on non-recourse asset-backed debt | (2,099) | (6,162) |
Proceeds from other secured borrowings | 0 | 105 |
Principal payments on other secured borrowings | 0 | (100) |
Payment of loan origination fees and debt issuance costs | 0 | (18) |
Payment for early extinguishment of debt | (4) | 0 |
Net cash (used in) provided by financing activities | (2,134) | 436 |
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 1,013 | 276 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – Beginning of period | 1,791 | 2,578 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – End of period | 2,804 | 2,854 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION – Cash paid during the period for interest | 126 | 145 |
DISCLOSURES OF NONCASH ACTIVITIES: | ||
Stock-based compensation expense capitalized for internally developed software | 10 | 8 |
RECONCILIATION TO CONDENSED CONSOLIDATED BALANCE SHEETS: | ||
Cash and cash equivalents | 1,120 | 2,239 |
Restricted cash | 1,684 | 615 |
Cash, cash equivalents, and restricted cash | $ 2,804 | $ 2,854 |
DESCRIPTION OF BUSINESS AND ACC
DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES | DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES Description of Business Opendoor Technologies Inc. (the “Company” and “Opendoor”) including its consolidated subsidiaries and certain variable interest entities (“VIEs”), is a managed marketplace for residential real estate. By leveraging our centralized platform, Opendoor is working towards a future that enables sellers and buyers of residential real estate to experience a simple and certain transaction that is dramatically improved from the traditional process. The Company was incorporated in Delaware on December 30, 2013. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to generally accepted accounting principles in the United States of America (“GAAP”). The condensed consolidated financial statements as of June 30, 2023 and December 31, 2022 and for the three and six month periods ended June 30, 2023 and 2022 include the accounts of Opendoor, its wholly owned subsidiaries and VIEs where the Company is the primary beneficiary. The accompanying unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements herein. The Company was formed through a business combination with Social Capital Hedosophia Holdings Corp. II (“SCH”), a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Business Combination, pursuant to which Opendoor Labs Inc. became a wholly owned subsidiary of SCH and SCH changed its name from “Social Capital Hedosophia Holdings Corp. II” to “Opendoor Technologies Inc.”, was completed on December 18, 2020, and was accounted for as a reverse recapitalization, in accordance with GAAP. The accompanying interim condensed consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“Annual Report”) filed on February 23, 2023. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that have a material impact on the amounts reported in the financial statements and accompanying notes. Significant estimates, assumptions and judgments made by management include, among others, the determination of the fair value of common stock, share-based awards, and inventory valuation adjustment. Management believes that the estimates and judgments upon which management relies are reasonable based upon information available to management at the time that these estimates and judgments are made. To the extent there are material differences between these estimates, assumptions and judgments and actual results, the carrying values of the Company's assets and liabilities and the results of operations will be affected. The health of the residential housing market and interest rate environment have introduced additional uncertainty with respect to judgments, estimates and assumptions, which may materially impact the estimates previously listed, among others. Significant Risks and Uncertainties The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, the Company believes that changes in any of the following areas could have a significant negative effect on the Company in terms of its future financial position, results of operations or cash flows: public health crises, like the COVID-19 pandemic; its rate of revenue growth; its ability to manage inventory; engagement and usage of its products; the effectiveness of its investment of resources to pursue strategies; competition in its market; the stability of the residential real estate market; the impact of interest rate changes on demand for and pricing of its products and on the cost of capital; changes in technology, products, markets or services by the Company or its competitors; its ability to maintain or establish relationships with listings and data providers; its ability to obtain or maintain licenses and permits to support its current and future businesses; actual or anticipated changes to its products and services; changes in government regulation affecting its business; the outcomes of legal proceedings; natural disasters and catastrophic events; scaling and adaptation of existing technology and network infrastructure; its management of its growth; its ability to attract and retain qualified employees and key personnel; its ability to successfully integrate and realize the benefits of its past or future strategic acquisitions or investments; the protection of customers’ information and other privacy concerns; the protection of its brand and intellectual property; and intellectual property infringement and other claims, among other things. Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, restricted cash, and investments in marketable securities. The Company places cash and cash equivalents and investments with major financial institutions, which management assesses to be of high credit quality, in order to limit exposure of the Company’s investments. Significant Accounting Policies The Company’s significant accounting policies are discussed in “Part II – Item 8 – Financial Statements and Supplementary Data – Note 1. Description of Business and Accounting Policies” in the Annual Report. There have been no changes to these significant accounting policies for the six-month period ended June 30, 2023, except as noted below. Convertible Senior Notes The 0.25% convertible senior notes due in 2026 (the “2026 Notes”) issued by the Company in August 2021 are accounted for wholly as debt. The 2026 Notes have an initial carrying value equal to the net proceeds from issuance. Issuance costs associated with the 2026 Notes are amortized over the term using the effective interest method. Conversions are settled through payment of cash or a combination of cash and stock, at the Company’s option. Upon conversion, the carrying amount of the 2026 Notes, including any unamortized debt issuance costs, is reduced by cash paid, with any difference being reflected as a change in equity. There will not be any gains or losses recognized upon a conversion. Upon extinguishment of any portion of the 2026 Notes, the difference between the repurchase price of the extinguished notes and the respective net carrying amount is recorded as a gain or loss in Gain on extinguishment of debt in the condensed consolidated statements of operations. See “Note 5 — Credit Facilities and Long-Term Debt” for details on the partial repurchase of the Company's convertible notes that occurred in the period. Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and definite-lived intangible assets, among other long-lived assets, 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 impairment loss recognized for the three and six months ended June 30, 2023 is related to impairment of certain internally developed software projects. The impairment loss recognized during the periods presented is as follows (in millions): Three Months Ended Six Months Ended 2023 2022 2023 2022 Technology and development $ 1 $ — 3 — Total impairment loss $ 1 $ — $ 3 $ — |
REAL ESTATE INVENTORY
REAL ESTATE INVENTORY | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
REAL ESTATE INVENTORY | REAL ESTATE INVENTORY The following table presents the components of inventory, net of applicable inventory valuation adjustments of $45 million and $459 million, as of June 30, 2023 and December 31, 2022, respectively (in millions): June 30, December 31, Work in progress $ 252 $ 891 Finished goods: Listed for sale 563 2,788 Under contract for sale 334 781 Total real estate inventory $ 1,149 $ 4,460 As of June 30, 2023, the Company was in contract to purchase 1,390 homes for an aggregate purchase price of $469 million. During the three and six months ended June 30, 2023, the Company recorded inventory valuation adjustments for real estate inventory of $14 million and $37 million, respectively, in Cost of revenue in the condensed consolidated statements of operations. During the three and six months ended June 30, 2022, the Company recorded inventory valuation adjustments for real estate inventory of $82 million and $90 million, respectively, in Cost of revenue in the condensed consolidated statements of operations. |
CASH, CASH EQUIVALENTS, AND INV
CASH, CASH EQUIVALENTS, AND INVESTMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
CASH, CASH EQUIVALENTS, AND INVESTMENTS | CASH, CASH EQUIVALENTS, AND INVESTMENTS The amortized cost, gross unrealized gains and losses, and fair value of cash, cash equivalents, and marketable securities as of June 30, 2023 and December 31, 2022, are as follows (in millions): June 30, 2023 Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities Cash $ 101 $ — $ — $ 101 $ 101 $ — Money market funds 1,019 — — 1,019 1,019 — Corporate debt securities 73 — (2) 71 — 71 Equity securities 18 — — 18 — 18 Asset-backed securities 1 — — 1 — 1 Total $ 1,212 $ — $ (2) $ 1,210 $ 1,120 $ 90 December 31, 2022 Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities Cash $ 422 $ — $ — $ 422 $ 422 $ — Money market funds 715 — — 715 715 — Corporate debt securities 126 — (4) 122 — 122 Equity securities 11 — — 11 — 11 Certificates of deposit 9 — — 9 — 9 Asset-backed securities 2 — — 2 — 2 Total $ 1,285 $ — $ (4) $ 1,281 $ 1,137 $ 144 During the three and six months ended June 30, 2023, the Company recognized $6 million and $7 million of net unrealized gains, respectively, in the condensed consolidated statements of operations related to marketable equity securities held as of June 30, 2023. During the three and six months ended June 30, 2022, the Company recognized $3 million and $25 million of net unrealized losses, respectively, in the condensed consolidated statements of operations related to marketable equity securities held as of June 30, 2022. A summary of debt securities with unrealized losses aggregated by period of continuous unrealized loss is as follows (in millions): Less than 12 Months 12 Months or Greater Total June 30, 2023 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate debt securities $ — $ — $ 71 $ (2) $ 71 $ (2) Asset-backed securities — — 1 — 1 — Total $ — $ — $ 72 $ (2) $ 72 $ (2) Less than 12 Months 12 Months or Greater Total December 31, 2022 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate debt securities $ 5 $ — $ 117 $ (4) $ 122 $ (4) Certificates of deposit 6 — — — 6 — Asset-backed securities — — 2 — 2 — Total $ 11 $ — $ 119 $ (4) $ 130 $ (4) Net unrealized losses of the Company's available-for-sale debt securities as of June 30, 2023 and December 31, 2022 were $2 million and $4 million, respectively. These unrealized losses are associated with the Company’s investments in corporate debt securities and were due to interest rate increases, and not credit-related events. The Company does not expect to be required to sell the investments before recovery of the amortized cost bases. As such, no allowance for credit losses is required as of June 30, 2023 or December 31, 2022. The scheduled contractual maturities of debt securities as of June 30, 2023 are as follows (in millions): June 30, 2023 Fair Value Within 1 Year After 1 Year through 5 Years Corporate debt securities $ 71 $ 64 $ 7 Asset-backed securities 1 1 — Total $ 72 $ 65 $ 7 A summary of non-marketable equity securities and equity method investment balances as of June 30, 2023 and December 31, 2022 are as follows (in millions): June 30, December 31, Equity method investments $ 20 $ 20 Non-marketable equity securities 5 5 Total $ 25 $ 25 |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIESThe Company utilizes VIEs in the normal course of business to support the Company’s financing needs. The Company determines whether the Company is the primary beneficiary of a VIE at the time it becomes involved with the VIE and reconsiders that conclusion on an on-going basis. The Company established certain special purpose entities (“SPEs”) for the purpose of financing the Company’s purchase and renovation of real estate inventory through the issuance of asset-backed debt. The Company is the primary beneficiary of the various VIEs within these financing structures and consolidates these VIEs. The Company is determined to be the primary beneficiary based on its power to direct the activities that most significantly impact the economic outcomes of the SPEs through its role in designing the SPEs and managing the real estate inventory they purchase and sell. The Company has a potentially significant variable interest in the entities based upon the equity interest the Company holds in the VIEs. The following table summarizes the assets and liabilities related to the VIEs consolidated by the Company as of June 30, 2023 and December 31, 2022 (in millions): June 30, December 31, Assets Cash and cash equivalents $ 1 $ — Restricted cash 1,663 636 Real estate inventory, net 1,068 4,408 Other (1) 19 38 Total assets $ 2,751 $ 5,082 Liabilities Non-recourse asset-backed debt $ 2,542 $ 4,396 Other (2) 22 72 Total liabilities $ 2,564 $ 4,468 ________________ (1) Includes escrow receivable and other current assets. (2) Includes accounts payable and other accrued liabilities and interest payable. The creditors of the VIEs generally do not have recourse to the Company’s general credit solely by virtue of being creditors of the VIEs. However, certain of the financial covenants included in the inventory financing facilities to which the VIEs are party are calculated by reference to Opendoor Labs Inc. and its consolidated subsidiaries' assets and liabilities. As a result, under certain circumstances, this may limit the Company's flexibility to transfer assets from Opendoor subsidiaries to the Parent Company. See “Note 5 — Credit Facilities and Long-Term Debt” for further discussion of the recourse obligations with respect to the VIEs. |
CREDIT FACILITIES AND LONG-TERM
CREDIT FACILITIES AND LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
CREDIT FACILITIES AND LONG-TERM DEBT | CREDIT FACILITIES AND LONG-TERM DEBT The following tables summarize certain details related to the Company's credit facilities and long-term debt as of June 30, 2023 and December 31, 2022 (in millions, except interest rates): Outstanding Amount June 30, 2023 Borrowing Capacity Current Non-Current Weighted Average Interest Rate End of Revolving / Withdrawal Period Final Maturity Date Non-Recourse Asset-backed Debt: Asset-backed Senior Revolving Credit Facilities Revolving Facility 2018-2 $ 1,000 $ 15 $ — 7.48 % June 30, 2025 June 30, 2025 Revolving Facility 2018-3 1,000 — — 6.82 % October 20, 2025 October 20, 2025 Revolving Facility 2019-1 600 — — 7.34 % July 31, 2023 July 31, 2023 Revolving Facility 2019-2 1,850 — — 6.83 % July 8, 2023 July 8, 2023 Revolving Facility 2019-3 925 — — — % April 5, 2024 April 4, 2025 Asset-backed Senior Term Debt Facilities Term Debt Facility 2021-S1 100 — 100 3.48 % January 2, 2025 April 1, 2025 Term Debt Facility 2021-S2 600 — 500 3.20 % September 10, 2024 September 10, 2025 Term Debt Facility 2021-S3 1,000 — 750 3.75 % January 31, 2027 July 31, 2027 Term Debt Facility 2022-S1 250 — 250 4.07 % March 1, 2025 September 1, 2025 Total $ 7,325 $ 15 $ 1,600 Issuance Costs — (15) Carrying Value $ 15 $ 1,585 Asset-backed Mezzanine Term Debt Facilities Term Debt Facility 2020-M1 2,300 — 800 10.00 % April 1, 2025 April 1, 2026 Term Debt Facility 2022-M1 500 — 150 10.00 % September 15, 2025 September 15, 2026 Total $ 2,800 $ — $ 950 Issuance Costs (8) Carrying Value $ 942 Total Non-Recourse Asset-backed Debt $ 10,125 $ 15 $ 2,527 Outstanding Amount December 31, 2022 Current Non-Current Weighted Average Interest Rate Non-Recourse Asset-backed Debt: Asset-backed Senior Revolving Credit Facilities Revolving Facility 2018-2 $ 472 $ — 4.86 % Revolving Facility 2018-3 194 — 3.98 % Revolving Facility 2019-1 55 — 4.41 % Revolving Facility 2019-2 167 — 3.92 % Revolving Facility 2019-3 — — 3.86 % Revolving Facility 2022-1 289 — 8.15 % Asset-backed Senior Term Debt Facilities Term Debt Facility 2021-S1 — 400 3.48 % Term Debt Facility 2021-S2 — 500 3.20 % Term Debt Facility 2021-S3 — 750 3.75 % Term Debt Facility 2022-S1 — 250 4.07 % Term Debt Facility 2022-S2 200 — 8.48 % Total $ 1,377 $ 1,900 Issuance Costs (1) (17) Carrying Value $ 1,376 $ 1,883 Asset-backed Mezzanine Term Debt Facilities Term Debt Facility 2020-M1 $ — $ 1,000 10.00 % Term Debt Facility 2022-M1 $ — $ 150 10.00 % Total $ — $ 1,150 Issuance Costs (13) Carrying Value $ 1,137 Total Non-Recourse Asset-backed Debt $ 1,376 $ 3,020 Non-Recourse Asset-backed Debt The Company utilizes inventory financing facilities consisting of asset-backed senior debt facilities and asset-backed mezzanine term debt facilities to provide financing for the Company’s real estate inventory purchases and renovation. These inventory financing facilities are typically secured by some combination of restricted cash, equity in real estate owning subsidiaries and related holding companies, and, for senior facilities, the real estate inventory financed by the relevant facility and/or beneficial interests in such inventory. Each of the borrowers under the inventory financing facilities is a consolidated subsidiary of Opendoor and a separate legal entity. Neither the assets nor credit of any such borrower subsidiaries are generally available to satisfy the debts and other obligations of any other Opendoor entities. The inventory financing facilities are non-recourse to the Company and are non-recourse to Opendoor subsidiaries not party to the relevant facilities, except for limited guarantees provided by an Opendoor subsidiary for certain obligations in situations involving “bad acts” by an Opendoor entity and certain other limited circumstances. As of June 30, 2023, the Company had total borrowing capacity with respect to its non-recourse asset-backed debt of $10.1 billion. Borrowing capacity amounts under non-recourse asset-backed debt as reflected in the table above are in some cases not fully committed and any borrowings above the committed amounts are subject to the applicable lender’s discretion. Any amounts repaid for senior term and mezzanine term debt facilities reduce total borrowing capacity as repaid amounts are not available to be reborrowed. As of June 30, 2023, the Company had committed borrowing capacity with respect to the Company’s non-recourse asset-backed debt of $4.3 billion; this committed borrowing capacity is comprised of $1.7 billion for senior revolving credit facilities, $1.6 billion for senior term debt facilities, and $950 million for mezzanine term debt facilities. Asset-backed Senior Revolving Credit Facilities The Company classifies the senior revolving credit facilities as current liabilities on the Company’s condensed consolidated balance sheets as amounts drawn to acquire and renovate homes are required to be repaid as the related real estate inventory is sold, which the Company expects to occur within 12 months. The senior revolving credit facilities are typically structured with an initial revolving period of up to 24 months during which time amounts can be borrowed, repaid and borrowed again. The borrowing capacity is generally available until the end of the applicable revolving period as reflected in the table above. Outstanding amounts drawn under each senior revolving 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 final maturity dates and revolving period end dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. These facilities may also have extensions subject to lender discretion that are not reflected in the table above. The Company has entered into short-term extensions under Revolving Facilities 2019-1 and 2019-2 with the intention of entering into longer duration renewals with respect to each facility. Borrowings under the senior revolving credit facilities accrue interest at various floating rates based on a London Interbank Offered Rate ("LIBOR") or a secured overnight financing rate ("SOFR"), plus a margin that varies by facility. Effective November 2022, all such floating rates are based on SOFR. The Company may also pay fees on certain unused portions of committed borrowing capacity. The Company’s senior revolving credit facility arrangements typically include upfront fees that may be paid at execution of the applicable agreements or be earned at execution and payable over time. These facilities are generally fully prepayable at any time without penalty other than customary breakage costs. The senior revolving 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 outstanding balance under the related senior revolving credit facility. 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. Asset-backed Senior Term Debt Facilities The Company classifies its senior term debt facilities as non-current liabilities on the Company’s condensed consolidated balance sheets because its borrowings under these facilities are generally not required to be repaid until the final maturity date. The senior term debt facilities are typically structured with an initial withdrawal period up to 60 months during which the outstanding principal amounts are generally not required to be repaid when homes financed through those facilities are sold and instead are intended to remain outstanding until final maturity for each facility. Outstanding amounts drawn under each senior term debt 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 final maturity dates and withdrawal period end dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. These facilities may also have extensions subject to lender discretion that are not reflected in the table above. Borrowings under the senior term debt facilities accrue interest at a fixed rate with the exception of Term Debt Facility 2022-S2, which accrued interest at a floating rate based on SOFR plus a margin. The Company's senior term debt facilities may include upfront issuance costs that are capitalized as part of the facilities' respective carrying values. These facilities are fully prepayable at any time but may be subject to certain customary prepayment penalties. The senior term debt facilities have aggregated property borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility, the time those properties are in the Company’s possession and the amount of cash collateral pledged by the relevant borrowers. The borrowing base for a given facility may be reduced as properties age or collateral performance declines beyond certain thresholds, and any borrowing base deficiencies may be satisfied through contributions of additional properties, cash or through partial repayment of the facility. Asset-backed Mezzanine Term Debt Facilities The Company classifies its mezzanine term debt facilities as long-term liabilities on the Company’s condensed consolidated balance sheets because its borrowings under these facilities are generally not required to be repaid until the applicable final maturity date. These facilities are structurally and contractually subordinated to the related asset-backed senior debt facilities. The mezzanine term debt facilities have been structured with an initial 42-month withdrawal period during which the outstanding principal amounts are generally not required to be repaid when homes financed through those facilities are sold and instead are intended to remain outstanding until final maturity. Outstanding amounts drawn under the mezzanine term debt facilities 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 final maturity date and withdrawal period end date reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. These facilities may also have extensions subject to lender discretion that are not reflected in the table above. Borrowings under a given term debt facility accrue interest at a fixed rate. The mezzanine term debt facilities include upfront issuance costs that are capitalized as part of the facilities’ respective carrying values. These facilities are fully prepayable at any time but may be subject to certain prepayment penalties. The mezzanine term debt facilities have aggregated property borrowing bases, which increase or decrease based on the cost and the value of the properties financed under a given facility and time in the Company’s possession of those properties and the amount of cash collateral pledged by the relevant borrowers. The borrowing base for a given facility may be reduced as properties age or collateral performance declines beyond certain thresholds, and any borrowing base deficiencies may be satisfied through contributions of additional properties or cash or through partial repayment of the facility. Covenants The Company’s inventory financing 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 inventory financing facilities and related financing documents require an Opendoor subsidiary to comply with customary financial covenants, such as maintaining certain levels of liquidity, tangible net worth or leverage (ratio of debt to tangible net worth). Certain of these financial covenants are calculated by reference to Opendoor Labs Inc. and its consolidates subsidiaries' assets and liabilities. As a result, under certain circumstances, this may limit our flexibility to transfer assets from Opendoor subsidiaries to the Parent Company. At June 30, 2023 and December 31, 2022, $500 million and $565 million, respectively, of the Company’s net assets were restricted as they reflect minimum net asset requirements at Opendoor Labs Inc. As of June 30, 2023, the Company was in compliance with all financial covenants and no event of default had occurred. Mortgage Financing In 2022, the Company ceased providing correspondent lending or mortgage brokering services. As a result, the Company no longer requires mortgage financing and terminated its master repurchase agreement (the “Repurchase Agreement”) in October 2022. From March 2019 through its exit of mortgage lending and brokering services, the Company utilized the Repurchase Agreement to provide capital for Opendoor Home Loans. The facility, which was classified as a current liability on the Company’s condensed consolidated balance sheets, provided short-term financing between the issuance of a mortgage loan and when Opendoor Home Loans sold the loan to an investor. In accordance with the Repurchase Agreement, the lender agreed to pay Opendoor Home Loans a negotiated purchase price for eligible loans and Opendoor Home Loans simultaneously agreed to repurchase such loans from the lender within a specified timeframe and at an agreed upon price that included interest. Opendoor Labs Inc. was the guarantor with respect to the Repurchase Agreement and the obligation to repurchase loans previously transferred under the arrangement for the benefit of the lender. This financing arrangement was an important component of Opendoor Home Loans’ operations as a correspondent lender. Convertible Senior Notes In August 2021, the Company issued 0.25% senior notes due in 2026 (the “2026 Notes”) with an aggregate principal amount of $978 million. The tables below summarize certain details related to the 2026 Notes (in millions, except interest rates): June 30, 2023 Remaining Aggregate Principal Amount Unamortized Debt Issuance Costs Net Carrying Amount 2026 Notes $ 510 $ (9) $ 501 June 30, 2023 Maturity Date Stated Cash Interest Rate Effective Interest Rate Semi-Annual Interest Payment Dates Conversion Rate Conversion Price 2026 Notes August 15, 2026 0.25 % 0.78 % February 15; August 15 51.9926 $ 19.23 The 2026 Notes will be convertible at the option of the holders before February 15, 2026 only upon the occurrence of certain events. Beginning on August 20, 2024, the Company has the option to redeem the 2026 Notes upon meeting certain conditions related to price of the Company's common stock. Beginning on February 15, 2026 and until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2026 Notes are convertible at any time at election of each holder. The conversion rate and conversion price are subject to customary adjustments under certain circumstances. In addition, if certain corporate events that constitute a make-whole fundamental change occur, then the conversion rate will be adjusted in accordance with the make-whole table within the Indenture. Upon conversion, the Company may satisfy its obligation by paying cash for the outstanding principal balance, and, a combination of cash and the Company's common stock, at the Company's election, for the remaining amount, if any, based on the applicable conversion rate. In March 2023, the Company entered into separate, privately negotiated transactions to repurchase a portion of the outstanding 2026 Notes (“Repurchased 2026 Notes”). The holders of the Repurchased 2026 Notes exchanged $189 million in aggregate principal amount for an aggregate payment of $101 million in cash for full settlement of the principal value and accrued interest on such date. The Company accounted for the repurchase as a debt extinguishment. Accordingly, on the repurchase date, the Company: (i) reduced the carrying value of the Repurchased 2026 Notes by $189 million, (ii) reduced outstanding deferred issuance costs by $3 million, (iii) incurred fees of $1 million and (iv) recorded $84 million of gain on debt extinguishment. The Company elected to leave the Capped Calls associated with the Repurchased 2026 Notes outstanding. In May 2023, the Company entered into separate, privately negotiated transactions to repurchase a portion of the outstanding 2026 Notes (“Additional Repurchased 2026 Notes”). The holders of the Additional Repurchased 2026 Notes exchanged $279 million in aggregate principal amount for an aggregate payment of $169 million in cash for full settlement of the principal value and accrued interest on such date. The Company accounted for the repurchase as a debt extinguishment. Accordingly, on the repurchase date, the Company: (i) reduced the carrying value of the Additional Repurchased 2026 Notes by $279 million, (ii) reduced outstanding deferred issuance costs by $5 million, (iii) incurred fees of $1 million and (iv) recorded $104 million of gain on debt extinguishment. The Company elected to leave the Capped Calls associated with the Additional Repurchased 2026 Notes outstanding. For the three and six months ended June 30, 2023, total interest expense on the Company's convertible senior notes was $1 million and $3 million, respectively. For the three and six months ended June 30, 2022, total interest expense on the Company's convertible senior notes was $2 million and $4 million, respectively. Capped Calls In August 2021, in connection with the issuance of the 2026 Notes, the Company purchased capped calls (the “Capped Calls”) from certain financial institutions at a cost of $119 million. The Capped Calls cover, subject to customary adjustments, the number of shares of the Company's common stock underlying the 2026 Notes. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event of a conversion of the 2026 Notes settled |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE DISCLOSURES | FAIR VALUE DISCLOSURES The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Following is a discussion of the fair value hierarchy and the valuation methodologies used for assets and liabilities recorded at fair value on a recurring and nonrecurring basis and for estimating fair value for financial instruments not recorded at fair value. Fair Value Hierarchy Fair value measurements of assets and liabilities are categorized based on the following hierarchy: Level 1 — Fair value determined based on quoted prices in active markets for identical assets or liabilities. Level 2 — Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means. Level 3 — Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques. Estimation of Fair Value The following table summarizes the fair value measurement methodologies, including significant inputs and assumptions, and classification of the Company’s assets and liabilities. Asset/Liability Class Valuation Methodology, Inputs and Assumptions Classification Cash and cash equivalents Carrying value is a reasonable estimate of fair value based on the short-term nature of the instruments. Level 1 estimated fair value measurement. Restricted cash Carrying value is a reasonable estimate of fair value based on the short-term nature of the instruments. Level 1 estimated fair value measurement. Marketable securities Debt securities Prices obtained from third-party vendors that compile prices from various sources and often apply matrix pricing for similar securities when no price is observable. Level 2 recurring fair value measurement. Equity securities Price is quoted given the securities are traded on an exchange. Level 1 recurring fair value measurement. Other current assets Mortgage loans held for sale Fair value is estimated based on observable market data including quoted market prices and deal price quotes. Level 2 recurring fair value measurement. Non-recourse asset-backed debt Credit facilities Fair value is estimated using discounted cash flows based on current lending rates for similar credit facilities with similar terms and remaining time to maturity. Carried at amortized cost. Level 2 estimated fair value measurement. Convertible senior notes Fair value is estimated using broker quotes and other observable market inputs. Carried at amortized cost. Assets and Liabilities Recorded at Fair Value on a Recurring Basis The following tables present the levels of the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis (in millions): June 30, 2023 Balance at Fair Value Level 1 Level 2 Level 3 Marketable securities: Corporate debt securities $ 71 $ — $ 71 $ — Equity securities 18 18 — — Asset-backed securities 1 — 1 — Total assets $ 90 $ 18 $ 72 $ — December 31, 2022 Balance at Fair Value Level 1 Level 2 Level 3 Marketable securities: Corporate debt securities $ 122 $ — $ 122 $ — Equity securities 11 11 — — Certificates of deposit 9 — 9 — Asset-backed securities 2 — 2 — Other current assets: Mortgage loans held for sale 1 — 1 — Total assets $ 145 $ 11 $ 134 $ — Fair Value of Financial Instruments The following presents the carrying value, estimated fair value and the levels of the fair value hierarchy for the Company’s financial instruments other than assets and liabilities measured at fair value on a recurring basis (in millions): June 30, 2023 Carrying Value Fair Value Level 1 Level 2 Assets: Cash and cash equivalents $ 1,120 $ 1,120 $ 1,120 $ — Restricted cash 1,684 1,684 1,684 — Liabilities: Non-recourse asset-backed debt $ 2,542 $ 2,565 $ — $ 2,565 Convertible senior notes 501 353 — 353 December 31, 2022 Carrying Value Fair Value Level 1 Level 2 Assets: Cash and cash equivalents $ 1,137 $ 1,137 $ 1,137 $ — Restricted cash 654 654 654 — Liabilities: Non-recourse asset-backed debt $ 4,396 $ 4,427 $ — $ 4,427 Convertible senior notes 959 391 — 391 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment as of June 30, 2023 and December 31, 2022, consisted of the following (in millions): June 30, December 31, Internally developed software $ 104 $ 105 Security systems 19 18 Computers 11 13 Software implementation costs 4 4 Furniture and fixtures 3 3 Office equipment 3 3 Leasehold improvements 2 2 Total 146 148 Accumulated depreciation and amortization (84) (90) Property and equipment – net $ 62 $ 58 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS For the six months ended June 30, 2023, there were no additions to goodwill. For the year ended December 31, 2022 the carrying amount of goodwill increased by $4 million due to acquisitions. For more information on significant acquisitions, refer to “ Note 13 — Business Acquisition ”. No impairment of goodwill was identified for the three and six months ended June 30, 2023 and 2022. Intangible assets subject to amortization consisted of the following as of June 30, 2023 and December 31, 2022, respectively (in millions, except years): June 30, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Remaining Weighted Average Useful Life (Years) Developed technology $ 17 $ (11) $ 6 1.3 Customer relationships 7 (5) 2 1.2 Trademarks 5 (4) 1 1.2 Intangible assets – net $ 29 $ (20) $ 9 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Remaining Weighted Average Useful Life (Years) Developed technology $ 17 $ (9) $ 8 1.8 Customer relationships 7 (5) 2 1.7 Trademarks 5 (3) 2 1.7 Intangible assets – net $ 29 $ (17) $ 12 Amortization expense for intangible assets was $1 million and $3 million for the three and six months ended June 30, 2023, respectively. Amortization expense for intangible assets was $3 million and $5 million for the three and six months ended June 30, 2022, respectively. As of June 30, 2023, expected amortization of intangible assets is as follows: Fiscal Years (In millions) Remainder of 2023 $ 4 2024 5 Total $ 9 |
SHARE-BASED AWARDS
SHARE-BASED AWARDS | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED AWARDS | SHARE-BASED AWARDS Stock options and RSUs Option awards are generally granted with an exercise price equal to the fair value of the Company’s common stock at the date of grant. A summary of the stock option activity for the six months ended June 30, 2023, is as follows: Number of Options (in thousands) Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Balance-December 31, 2022 10,712 $ 2.13 3.5 $ 1 Exercised (2,170) 1.05 Expired (331) 2.91 Balance-June 30, 2023 8,211 $ 2.39 3.7 $ 14 Exercisable-June 30, 2023 8,211 $ 2.39 3.7 $ 14 A summary of the RSU activity for the six months ended June 30, 2023, is as follows: Number of RSUs (in thousands) Weighted- Average Grant-Date Fair Value Unvested and outstanding-December 31, 2022 54,547 $ 10.29 Granted 42,600 1.64 Vested (17,136) 5.65 Forfeited (11,017) 12.53 Unvested and outstanding-June 30, 2023 68,994 $ 4.30 Restricted Shares The Company has granted Restricted Shares to certain continuing employees, primarily in connection with acquisitions. ESPP The first offering period for the Company's 2020 ESPP began on March 1, 2022. The ESPP, pursuant to Internal Revenue Code Section 423, allows eligible participants to purchase shares using payroll deductions of up to 15% of their total compensation, subject to a $25,000 calendar year limitation on contributions. Prior to March 2023, the Company limited the maximum number of shares to be purchased in an offering period to 1,000 shares per employee, and each offering period was six months in duration. Beginning in March 2023, the maximum number of shares to be purchased in an offering period was increased to 10,000 shares per employee, 5,000 per purchase period, and each offering period is 12 months in duration, with two 6-month purchase periods. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a 15% discount on the lower price of either (i) the offer period start date or (ii) the purchase date. The ESPP also includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the offering date. ESPP employee payroll contributions withheld as of June 30, 2023 were $2.0 million and are included within Accounts payable and other accrued liabilities in the condensed consolidated balance sheets. Payroll contributions withheld as of June 30, 2023 will be used to purchase shares at the end of the current ESPP purchase period ending on August 31, 2023. The fair value of ESPP purchase rights is estimated at the date of grant using the Black-Scholes option-pricing valuation model. The following assumptions were applied in the model to estimate the grant-date fair value of the ESPP. Six Months Ended Fair value $0.64 – $0.81 Volatility 119% Risk-free rate 5.06% – 5.20% Expected life (in years) 0.5 – 1.0 Expected dividend $ — As of June 30, 2023, total estimated unrecognized compensation expense related to the ESPP was $2 million. The unamortized compensation costs are expected to be recognized over the remaining term of the offering period of 0.7 years. Stock-based compensation expense Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. The following table summarizes total stock-based compensation expense by function as presented in the condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 (in millions): Three Months Ended Six Months Ended 2023 2022 2023 2022 General and administrative $ 5 $ 43 $ 32 $ 94 Sales, marketing and operations 4 5 8 9 Technology and development 12 11 23 23 Total stock-based compensation expense $ 21 $ 59 $ 63 $ 126 During the six months ended June 30, 2023, no market condition awards satisfied their market condition. As of June 30, 2023, there was $248 million of unamortized stock-based compensation costs related to unvested RSUs. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 1.9 years. |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
WARRANTS | WARRANTS Marketing Warrants On July 28, 2022, the Company entered into a warrant agreement with Zillow, Inc. (“Zillow”) in connection with a partnership arrangement that allows for Zillow to purchase up to 6 million shares of common stock that will vest in tranches (each, a “Tranche”) upon Zillow providing resale marketing services to the Company. Each Tranche will have an exercise price per share equal to the 30-day trailing volume weighted average price per share of Opendoor Common Stock (“VWAP”) prior to the vesting date of that Tranche, subject to a $15 floor and $30 cap per share. After a Tranche has vested, the Tranche can be exercised via a cash payment or a cashless exercise; provided that the Company has the option to cash settle any exercise. The |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company's tax provision and the resulting effective tax rate for interim periods is determined based upon its estimated annual effective tax rate adjusted for the effect of discrete items arising in that quarter. The Company’s provision for income taxes, which was primarily composed of state tax expense, was less than $1 million and $1 million for the three and six months ended June 30, 2023, respectively, with an effective tax rate of 1.48% and (0.77)%, respectively. The Company's provision for income taxes was $1 million and $1 million for the three and six months ended June 30, 2022, respectively, with an effective tax rate of (1.52)% and (4.22)%, respectively. The effective tax rate differs from the U.S. statutory tax rate primarily due to the recording of a full valuation allowance against the net deferred tax assets. The Company evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company’s history of operating losses, including a three-year cumulative loss position, the Company believes that based on the weight of available evidence, it is more likely than not that all of the deferred tax assets will not be realized and recorded a full valuation allowance on its net deferred tax assets as of June 30, 2023 and December 31, 2022. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. No dividends were declared or paid for the three and six months ended June 30, 2023 or 2022. The Company uses the two-class method to calculate net income (loss) per share and apply the more dilutive of the two-class method, treasury stock method or if-converted method to calculate diluted net income (loss) per share. Undistributed earnings for each period are allocated to participating securities, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. As there is no contractual obligation for participating securities to share in losses, the Company’s basic net income (loss) per share is computed by dividing the net income (loss) attributable to common shareholders by the weighted-average shares of common stock outstanding during periods with undistributed losses. The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share attributable to common shareholders for the three and six months ended June 30, 2023 and 2022 (in millions, except share amounts which are presented in thousands, and per share amounts): Three Months Ended Six Months Ended 2023 2022 2023 2022 Basic and diluted net income (loss) per share: Numerator: Net income (loss) attributable to common shareholders – basic $ 23 $ (54) $ (78) $ (26) Denominator: Weighted average shares outstanding – basic 646,062 624,958 646,750 622,064 Basic net income (loss) per share $ 0.04 $ (0.09) $ (0.12) $ (0.04) Diluted net income (loss) per share: Numerator: Net income (loss) attributable to common shareholders – diluted $ 23 $ (54) $ (78) $ (26) Denominator: Weighted average shares outstanding – basic 646,062 624,958 646,750 622,064 Plus: Dilutive effect of employee stock-based awards 21,097 — — — Weighted average shares outstanding - diluted 667,159 624,958 646,750 622,064 Diluted net income (loss) per share $ 0.03 $ (0.09) $ (0.12) $ (0.04) There were no preferred dividends declared or accumulated for the periods presented. The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 RSUs 25,947 57,823 68,994 57,823 Options 4,630 11,722 8,211 11,722 Restricted Shares — 555 — 555 Employee Stock Purchase Plan — 678 3,398 678 Total anti-dilutive securities 30,577 70,778 80,603 70,778 |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITION | BUSINESS ACQUISITIONOn November 4, 2022, the Company acquired TaxProper Inc. in exchange for $10 million in cash consideration. Acquired intangible assets consist of developed technology valued at $7 million and are being amortized over two years. Goodwill attributed to the TaxProper Inc. acquisition was $2 million. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Lease Commitments In May 2023, the Company amended its Tempe, Arizona office lease to partially terminate the Company’s obligation with respect to a portion of the leased premises (“Partial Lease Termination”). The Partial Lease Termination resulted in a decrease of undiscounted, future lease payments of $19 million. As a result of the Partial Lease Termination, the Company remeasured its operating lease liabilities and recorded a decrease of $10 million to reflect the reduced lease payments and termination penalties. The Company also recorded a decrease to right-of-use assets of $9 million based on the proportionate decrease in the right-of-use asset, which resulted in a gain of $1 million recognized in general and administrative expense on the consolidated statements of operations for the six months ended June 30, 2023. Legal Matters From time to time, the Company may be subject to potential liability relating to the ownership and operations of the Company’s properties. Accruals are recorded when the outcome is probable and can be reasonably estimated. There are various claims and lawsuits arising in the normal course of business pending against the Company, some of which seek damages and other relief which, if granted, may require future cash expenditures. In addition, from time to time the Company receives inquiries and audit requests from various government agencies and fully cooperates with these requests. The Company does not believe that it is reasonably possible that the resolution of these matters would result in any liability that would materially affect the Company’s condensed consolidated results of operations or financial condition except as noted below. On October 7, 2022 and November 22, 2022, purported securities class action lawsuits were filed in the United States District Court for the District of Arizona, captioned Alich v. Opendoor Technologies Inc., et al. (Case No. 2:22-cv-01717-JFM) (“Alich”) and Oakland County Voluntary Employee’s Beneficiary Association, et al. v. Opendoor Technologies Inc., et al. (Case No. 2:22-cv-01987-GMS) (“Oakland County”), respectively. The lawsuits were consolidated into a single action, captioned In re Opendoor Technologies Inc. Securities Litigation (Case No. 2:22-CV-01717-MTL). The consolidated amended complaint names as defendants the Company, Social Capital Hedosophia Holdings Corp. II (SCH"), certain of the Company’s current and former officers and directors and the underwriters of a securities offering the Company made in February 2021. The complaint alleges that the Company and certain officers violated Section 10(b) of the Exchange Act and SEC Rule 10b-5, and that the Company, SCH, certain officers and directors and the underwriters violated Section 11 of the Securities Act, in each case by making materially false or misleading statements related to the effectiveness of the Company’s pricing algorithm. The plaintiffs also allege that certain defendants violated Section 20(a) of the Exchange Act and Section 15 of the Securities Act, respectively, which provide for control person liability. The complaint asserts claims on behalf of all persons and entities that purchased, or otherwise acquired, Company common stock between December 21, 2020 and November 3, 2022 or pursuant to offering documents issued in connection with our business combination with SCH and the secondary public offering conducted by the Company in February 2021. The plaintiffs seek class certification, an award of unspecified compensatory damages, an award of interest and reasonable costs and expenses, including attorneys’ fees and expert fees, and other and further relief as the court may deem just and proper. The defendants filed motions to dismiss on June 30, 2023, which are pending before the court. We believe that the allegations in the complaint are without merit and we intend to vigorously defend ourselves in the matter. On March 1, 2023 and March 15, 2023, shareholder derivative lawsuits were filed in the United States District Court for the District of Arizona, captioned Carlson v. Rice, et al. (Case No. 2:23-cv-00367-GMS) and Van Dorn v. Wu, et al. (Case No. 2:23-cv-00455-DMF), respectively, and were subsequently consolidated into a single action, captioned Carlson v. Rice (Case No. 2:23-CV-00367-GMS). Plaintiffs voluntarily dismissed the matter on June 22, 2023, and thereafter re-filed complaints in the Court of Chancery of the State of Delaware, captioned Carlson v. Rice, et al. (Case No. 2023-0642) and Van Dorn v. Rice, et al. (Case No. 2023-0643). The cases have been consolidated into a single action, captioned Opendoor Technologies Inc. Stockholder Derivative Litigation (Case No. 2023-0642). On June 29, 2023, a shareholder derivative lawsuit was filed in the United States District Court for the State of Delaware, captioned Juul v. Wu, et al. (Case No. 1:23-cv-00705-UNA). The complaints in each matter are based on the same facts and circumstances as In re Opendoor Technologies Inc. Securities Litigation and name certain officers and directors of the Company as defendants. The defendants are alleged to have violated Section 10(b) of the Exchange Act and SEC Rule 10b-5 and breached fiduciary duties. The plaintiffs seek to maintain the derivative actions on behalf of the Company, an award of unspecified compensatory damages, an order directing the Company to reform its corporate governance and internal procedures, restitutionary relief, an award of interest and expenses, including attorneys’ fees and expert fees, and other and further relief as the court may deem just and proper. The derivative actions have been stayed pending further developments in In re Opendoor Technologies Inc. Securities Litigation . |
RESTRUCTURING
RESTRUCTURING | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING On April 18, 2023, the Company announced a workforce reduction of approximately 560 employees, representing approximately 22% of our workforce at that time and primarily impacting volume-based roles. We are providing post-employment benefits to impacted employees for a total expense of approximately $10 million. The December 31, 2022 balance in restructuring liability is related the reduction in workforce that the Company initiated in November 2022. The following table presents the activity of the restructuring liability as of June 30, 2023 (in millions): June 30, Balance-December 31, 2022 $ 4 Additions charged to expense 10 Cash payments (13) Balance-June 30, 2023 $ 1 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company has evaluated the impact of events that have occurred subsequent to June 30, 2023, through the date the condensed consolidated financial statements were filed with the SEC. Based on this evaluation, other than as recorded or disclosed within these condensed consolidated financial statements and related notes, the Company has determined that there are no material subsequent events that would require recognition or disclosure. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income (loss) | $ 23 | $ (54) | $ (78) | $ (26) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 shares | Jun. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | The following table describes contracts, instructions or written plans for the sale or purchase of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” by our directors or executive officers during the three-month period ended June 30, 2023. Trading Arrangement Action Date Rule 10b5-1 (1) Non-Rule 10b5-1 (2) Maximum Shares to be Sold Expiration Date Megan Meyer (President, Sell Direct & Services) Adopt 6/15/2023 X 400,009 8/30/2024 Christina Schwartz (Interim Chief Financial Officer) Adopt 6/6/2023 X 591,595 (3) 8/10/2024 ______________ (1) Intended to satisfy the affirmative defense of Rule 10b5-1(c) (2) Not intended to satisfy the affirmative defense of Rule 10b5-1(c) (3) This number includes up to 315,933 shares of common stock subject to RSUs previously granted to Ms. Schwartz (the “RSU Shares”) that vest at various dates between June 15, 2023 and July 15, 2024. The aggregate number of RSU Shares that will be available for sale under the Plan is not yet determinable because the shares available will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such RSU awards. As such, for purposes of this disclosure, the shares included in this table reflect the aggregate maximum number of shares underlying Ms. Schwartz’s RSUs without excluding the shares that will be sold to satisfy the tax withholding obligations. Rule 10b5-1 Sell to Cover Instruction Letters | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Megan Meyer [Member] | ||
Trading Arrangements, by Individual | ||
Name | Megan Meyer | |
Title | President, Sell Direct & Services | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | 6/15/2023 | |
Arrangement Duration | 442 days | |
Aggregate Available | 400,009 | 400,009 |
Christina Schwartz [Member] | ||
Trading Arrangements, by Individual | ||
Name | Christina Schwartz | |
Title | Interim Chief Financial Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | 6/6/2023 | |
Arrangement Duration | 431 days | |
Aggregate Available | 591,595 | 591,595 |
DESCRIPTION OF BUSINESS AND A_2
DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Opendoor Technologies Inc. (the “Company” and “Opendoor”) including its consolidated subsidiaries and certain variable interest entities (“VIEs”), is a managed marketplace for residential real estate. By leveraging our centralized platform, Opendoor is working towards a future that enables sellers and buyers of residential real estate to experience a simple and certain transaction that is dramatically improved from the traditional process. The Company was incorporated in Delaware on December 30, 2013. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to generally accepted accounting principles in the United States of America (“GAAP”). The condensed consolidated financial statements as of June 30, 2023 and December 31, 2022 and for the three and six month periods ended June 30, 2023 and 2022 include the accounts of Opendoor, its wholly owned subsidiaries and VIEs where the Company is the primary beneficiary. The accompanying unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements herein. The Company was formed through a business combination with Social Capital Hedosophia Holdings Corp. II (“SCH”), a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Business Combination, pursuant to which Opendoor Labs Inc. became a wholly owned subsidiary of SCH and SCH changed its name from “Social Capital Hedosophia Holdings Corp. II” to “Opendoor Technologies Inc.”, was completed on December 18, 2020, and was accounted for as a reverse recapitalization, in accordance with GAAP. The accompanying interim condensed consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“Annual Report”) filed on February 23, 2023. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that have a material impact on the amounts reported in the financial statements and accompanying notes. Significant estimates, assumptions and judgments made by management include, among others, the determination of the fair value of common stock, share-based awards, and inventory valuation adjustment. Management believes that the estimates and judgments upon which management relies are reasonable based upon information available to management at the time that these estimates and judgments are made. To the extent there are material differences between these estimates, assumptions and judgments and actual results, the carrying values of the Company's assets and liabilities and the results of operations will be affected. The health of the residential housing market and interest rate environment have introduced additional uncertainty with respect to judgments, estimates and assumptions, which may materially impact the estimates previously listed, among others. |
Significant Risks and Uncertainties | Significant Risks and Uncertainties The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, the Company believes that changes in any of the following areas could have a significant negative effect on the Company in terms of its future financial position, results of operations or cash flows: public health crises, like the COVID-19 pandemic; its rate of revenue growth; its ability to manage inventory; engagement and usage of its products; the effectiveness of its investment of resources to pursue strategies; competition in its market; the stability of the residential real estate market; the impact of interest rate changes on demand for and pricing of its products and on the cost of capital; changes in technology, products, markets or services by the Company or its competitors; its ability to maintain or establish relationships with listings and data providers; its ability to obtain or maintain licenses and permits to support its current and future businesses; actual or anticipated changes to its products and services; changes in government regulation affecting its business; the outcomes of legal proceedings; natural |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, restricted cash, and investments in marketable securities. The Company places cash and cash equivalents and investments with major financial institutions, which management assesses to be of high credit quality, in order to limit exposure of the Company’s investments. |
Convertible Senior Notes | Convertible Senior Notes The 0.25% convertible senior notes due in 2026 (the “2026 Notes”) issued by the Company in August 2021 are accounted for wholly as debt. The 2026 Notes have an initial carrying value equal to the net proceeds from issuance. Issuance costs associated with the 2026 Notes are amortized over the term using the effective interest method. Conversions are settled through payment of cash or a combination of cash and stock, at the Company’s option. Upon conversion, the carrying amount of the 2026 Notes, including any unamortized debt issuance costs, is reduced by cash paid, with any difference being reflected as a change in equity. There will not be any gains or losses recognized upon a conversion. Upon extinguishment of any portion of the 2026 Notes, the difference between the repurchase price of the extinguished notes and the respective net carrying amount is recorded as a gain or loss in Gain on extinguishment of debt in the condensed consolidated statements of operations. See “Note 5 — Credit Facilities and Long-Term Debt” for details on the partial repurchase of the Company's convertible notes that occurred in the period. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsLong-lived assets, such as property and equipment and definite-lived intangible assets, among other long-lived assets, 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. |
DESCRIPTION OF BUSINESS AND A_3
DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Impairment Loss Recognized | The impairment loss recognized during the periods presented is as follows (in millions): Three Months Ended Six Months Ended 2023 2022 2023 2022 Technology and development $ 1 $ — 3 — Total impairment loss $ 1 $ — $ 3 $ — |
REAL ESTATE INVENTORY (Tables)
REAL ESTATE INVENTORY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Real Estate Inventory | The following table presents the components of inventory, net of applicable inventory valuation adjustments of $45 million and $459 million, as of June 30, 2023 and December 31, 2022, respectively (in millions): June 30, December 31, Work in progress $ 252 $ 891 Finished goods: Listed for sale 563 2,788 Under contract for sale 334 781 Total real estate inventory $ 1,149 $ 4,460 |
CASH, CASH EQUIVALENTS, AND I_2
CASH, CASH EQUIVALENTS, AND INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Available-For-Sale Securities Reconciliation | The amortized cost, gross unrealized gains and losses, and fair value of cash, cash equivalents, and marketable securities as of June 30, 2023 and December 31, 2022, are as follows (in millions): June 30, 2023 Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities Cash $ 101 $ — $ — $ 101 $ 101 $ — Money market funds 1,019 — — 1,019 1,019 — Corporate debt securities 73 — (2) 71 — 71 Equity securities 18 — — 18 — 18 Asset-backed securities 1 — — 1 — 1 Total $ 1,212 $ — $ (2) $ 1,210 $ 1,120 $ 90 December 31, 2022 Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities Cash $ 422 $ — $ — $ 422 $ 422 $ — Money market funds 715 — — 715 715 — Corporate debt securities 126 — (4) 122 — 122 Equity securities 11 — — 11 — 11 Certificates of deposit 9 — — 9 — 9 Asset-backed securities 2 — — 2 — 2 Total $ 1,285 $ — $ (4) $ 1,281 $ 1,137 $ 144 |
Schedule of Unrealized Loss on Investments | A summary of debt securities with unrealized losses aggregated by period of continuous unrealized loss is as follows (in millions): Less than 12 Months 12 Months or Greater Total June 30, 2023 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate debt securities $ — $ — $ 71 $ (2) $ 71 $ (2) Asset-backed securities — — 1 — 1 — Total $ — $ — $ 72 $ (2) $ 72 $ (2) Less than 12 Months 12 Months or Greater Total December 31, 2022 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate debt securities $ 5 $ — $ 117 $ (4) $ 122 $ (4) Certificates of deposit 6 — — — 6 — Asset-backed securities — — 2 — 2 — Total $ 11 $ — $ 119 $ (4) $ 130 $ (4) |
Scheduled Contractual Maturities of Marketable Securities | The scheduled contractual maturities of debt securities as of June 30, 2023 are as follows (in millions): June 30, 2023 Fair Value Within 1 Year After 1 Year through 5 Years Corporate debt securities $ 71 $ 64 $ 7 Asset-backed securities 1 1 — Total $ 72 $ 65 $ 7 |
Schedule of Non- Marketable Equity Securities and Equity Method Investment | A summary of non-marketable equity securities and equity method investment balances as of June 30, 2023 and December 31, 2022 are as follows (in millions): June 30, December 31, Equity method investments $ 20 $ 20 Non-marketable equity securities 5 5 Total $ 25 $ 25 |
VARIABLE INTEREST ENTITIES (Tab
VARIABLE INTEREST ENTITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following table summarizes the assets and liabilities related to the VIEs consolidated by the Company as of June 30, 2023 and December 31, 2022 (in millions): June 30, December 31, Assets Cash and cash equivalents $ 1 $ — Restricted cash 1,663 636 Real estate inventory, net 1,068 4,408 Other (1) 19 38 Total assets $ 2,751 $ 5,082 Liabilities Non-recourse asset-backed debt $ 2,542 $ 4,396 Other (2) 22 72 Total liabilities $ 2,564 $ 4,468 ________________ (1) Includes escrow receivable and other current assets. (2) Includes accounts payable and other accrued liabilities and interest payable. |
CREDIT FACILITIES AND LONG-TE_2
CREDIT FACILITIES AND LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following tables summarize certain details related to the Company's credit facilities and long-term debt as of June 30, 2023 and December 31, 2022 (in millions, except interest rates): Outstanding Amount June 30, 2023 Borrowing Capacity Current Non-Current Weighted Average Interest Rate End of Revolving / Withdrawal Period Final Maturity Date Non-Recourse Asset-backed Debt: Asset-backed Senior Revolving Credit Facilities Revolving Facility 2018-2 $ 1,000 $ 15 $ — 7.48 % June 30, 2025 June 30, 2025 Revolving Facility 2018-3 1,000 — — 6.82 % October 20, 2025 October 20, 2025 Revolving Facility 2019-1 600 — — 7.34 % July 31, 2023 July 31, 2023 Revolving Facility 2019-2 1,850 — — 6.83 % July 8, 2023 July 8, 2023 Revolving Facility 2019-3 925 — — — % April 5, 2024 April 4, 2025 Asset-backed Senior Term Debt Facilities Term Debt Facility 2021-S1 100 — 100 3.48 % January 2, 2025 April 1, 2025 Term Debt Facility 2021-S2 600 — 500 3.20 % September 10, 2024 September 10, 2025 Term Debt Facility 2021-S3 1,000 — 750 3.75 % January 31, 2027 July 31, 2027 Term Debt Facility 2022-S1 250 — 250 4.07 % March 1, 2025 September 1, 2025 Total $ 7,325 $ 15 $ 1,600 Issuance Costs — (15) Carrying Value $ 15 $ 1,585 Asset-backed Mezzanine Term Debt Facilities Term Debt Facility 2020-M1 2,300 — 800 10.00 % April 1, 2025 April 1, 2026 Term Debt Facility 2022-M1 500 — 150 10.00 % September 15, 2025 September 15, 2026 Total $ 2,800 $ — $ 950 Issuance Costs (8) Carrying Value $ 942 Total Non-Recourse Asset-backed Debt $ 10,125 $ 15 $ 2,527 Outstanding Amount December 31, 2022 Current Non-Current Weighted Average Interest Rate Non-Recourse Asset-backed Debt: Asset-backed Senior Revolving Credit Facilities Revolving Facility 2018-2 $ 472 $ — 4.86 % Revolving Facility 2018-3 194 — 3.98 % Revolving Facility 2019-1 55 — 4.41 % Revolving Facility 2019-2 167 — 3.92 % Revolving Facility 2019-3 — — 3.86 % Revolving Facility 2022-1 289 — 8.15 % Asset-backed Senior Term Debt Facilities Term Debt Facility 2021-S1 — 400 3.48 % Term Debt Facility 2021-S2 — 500 3.20 % Term Debt Facility 2021-S3 — 750 3.75 % Term Debt Facility 2022-S1 — 250 4.07 % Term Debt Facility 2022-S2 200 — 8.48 % Total $ 1,377 $ 1,900 Issuance Costs (1) (17) Carrying Value $ 1,376 $ 1,883 Asset-backed Mezzanine Term Debt Facilities Term Debt Facility 2020-M1 $ — $ 1,000 10.00 % Term Debt Facility 2022-M1 $ — $ 150 10.00 % Total $ — $ 1,150 Issuance Costs (13) Carrying Value $ 1,137 Total Non-Recourse Asset-backed Debt $ 1,376 $ 3,020 |
Convertible Debt | The tables below summarize certain details related to the 2026 Notes (in millions, except interest rates): June 30, 2023 Remaining Aggregate Principal Amount Unamortized Debt Issuance Costs Net Carrying Amount 2026 Notes $ 510 $ (9) $ 501 June 30, 2023 Maturity Date Stated Cash Interest Rate Effective Interest Rate Semi-Annual Interest Payment Dates Conversion Rate Conversion Price 2026 Notes August 15, 2026 0.25 % 0.78 % February 15; August 15 51.9926 $ 19.23 |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement Methodologies | The following table summarizes the fair value measurement methodologies, including significant inputs and assumptions, and classification of the Company’s assets and liabilities. Asset/Liability Class Valuation Methodology, Inputs and Assumptions Classification Cash and cash equivalents Carrying value is a reasonable estimate of fair value based on the short-term nature of the instruments. Level 1 estimated fair value measurement. Restricted cash Carrying value is a reasonable estimate of fair value based on the short-term nature of the instruments. Level 1 estimated fair value measurement. Marketable securities Debt securities Prices obtained from third-party vendors that compile prices from various sources and often apply matrix pricing for similar securities when no price is observable. Level 2 recurring fair value measurement. Equity securities Price is quoted given the securities are traded on an exchange. Level 1 recurring fair value measurement. Other current assets Mortgage loans held for sale Fair value is estimated based on observable market data including quoted market prices and deal price quotes. Level 2 recurring fair value measurement. Non-recourse asset-backed debt Credit facilities Fair value is estimated using discounted cash flows based on current lending rates for similar credit facilities with similar terms and remaining time to maturity. Carried at amortized cost. Level 2 estimated fair value measurement. Convertible senior notes Fair value is estimated using broker quotes and other observable market inputs. Carried at amortized cost. |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present the levels of the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis (in millions): June 30, 2023 Balance at Fair Value Level 1 Level 2 Level 3 Marketable securities: Corporate debt securities $ 71 $ — $ 71 $ — Equity securities 18 18 — — Asset-backed securities 1 — 1 — Total assets $ 90 $ 18 $ 72 $ — December 31, 2022 Balance at Fair Value Level 1 Level 2 Level 3 Marketable securities: Corporate debt securities $ 122 $ — $ 122 $ — Equity securities 11 11 — — Certificates of deposit 9 — 9 — Asset-backed securities 2 — 2 — Other current assets: Mortgage loans held for sale 1 — 1 — Total assets $ 145 $ 11 $ 134 $ — |
Fair Value Disclosure of Asset and Liability Not Measured at Fair Value | The following presents the carrying value, estimated fair value and the levels of the fair value hierarchy for the Company’s financial instruments other than assets and liabilities measured at fair value on a recurring basis (in millions): June 30, 2023 Carrying Value Fair Value Level 1 Level 2 Assets: Cash and cash equivalents $ 1,120 $ 1,120 $ 1,120 $ — Restricted cash 1,684 1,684 1,684 — Liabilities: Non-recourse asset-backed debt $ 2,542 $ 2,565 $ — $ 2,565 Convertible senior notes 501 353 — 353 December 31, 2022 Carrying Value Fair Value Level 1 Level 2 Assets: Cash and cash equivalents $ 1,137 $ 1,137 $ 1,137 $ — Restricted cash 654 654 654 — Liabilities: Non-recourse asset-backed debt $ 4,396 $ 4,427 $ — $ 4,427 Convertible senior notes 959 391 — 391 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment as of June 30, 2023 and December 31, 2022, consisted of the following (in millions): June 30, December 31, Internally developed software $ 104 $ 105 Security systems 19 18 Computers 11 13 Software implementation costs 4 4 Furniture and fixtures 3 3 Office equipment 3 3 Leasehold improvements 2 2 Total 146 148 Accumulated depreciation and amortization (84) (90) Property and equipment – net $ 62 $ 58 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets subject to amortization consisted of the following as of June 30, 2023 and December 31, 2022, respectively (in millions, except years): June 30, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Remaining Weighted Average Useful Life (Years) Developed technology $ 17 $ (11) $ 6 1.3 Customer relationships 7 (5) 2 1.2 Trademarks 5 (4) 1 1.2 Intangible assets – net $ 29 $ (20) $ 9 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Remaining Weighted Average Useful Life (Years) Developed technology $ 17 $ (9) $ 8 1.8 Customer relationships 7 (5) 2 1.7 Trademarks 5 (3) 2 1.7 Intangible assets – net $ 29 $ (17) $ 12 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of June 30, 2023, expected amortization of intangible assets is as follows: Fiscal Years (In millions) Remainder of 2023 $ 4 2024 5 Total $ 9 |
SHARE-BASED AWARDS (Tables)
SHARE-BASED AWARDS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of the Stock Option Activity | A summary of the stock option activity for the six months ended June 30, 2023, is as follows: Number of Options (in thousands) Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Balance-December 31, 2022 10,712 $ 2.13 3.5 $ 1 Exercised (2,170) 1.05 Expired (331) 2.91 Balance-June 30, 2023 8,211 $ 2.39 3.7 $ 14 Exercisable-June 30, 2023 8,211 $ 2.39 3.7 $ 14 |
Summary of the RSU Activity | A summary of the RSU activity for the six months ended June 30, 2023, is as follows: Number of RSUs (in thousands) Weighted- Average Grant-Date Fair Value Unvested and outstanding-December 31, 2022 54,547 $ 10.29 Granted 42,600 1.64 Vested (17,136) 5.65 Forfeited (11,017) 12.53 Unvested and outstanding-June 30, 2023 68,994 $ 4.30 |
Summary of Assumptions Used in the Black-Scholes Model for Employee and Non-Employee Stock Options | The fair value of ESPP purchase rights is estimated at the date of grant using the Black-Scholes option-pricing valuation model. The following assumptions were applied in the model to estimate the grant-date fair value of the ESPP. Six Months Ended Fair value $0.64 – $0.81 Volatility 119% Risk-free rate 5.06% – 5.20% Expected life (in years) 0.5 – 1.0 Expected dividend $ — |
Summary of Stock-Based Compensation Expense in the Statements of Operations | Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. The following table summarizes total stock-based compensation expense by function as presented in the condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 (in millions): Three Months Ended Six Months Ended 2023 2022 2023 2022 General and administrative $ 5 $ 43 $ 32 $ 94 Sales, marketing and operations 4 5 8 9 Technology and development 12 11 23 23 Total stock-based compensation expense $ 21 $ 59 $ 63 $ 126 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Income (Loss) Per Share, Basic and Diluted | The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share attributable to common shareholders for the three and six months ended June 30, 2023 and 2022 (in millions, except share amounts which are presented in thousands, and per share amounts): Three Months Ended Six Months Ended 2023 2022 2023 2022 Basic and diluted net income (loss) per share: Numerator: Net income (loss) attributable to common shareholders – basic $ 23 $ (54) $ (78) $ (26) Denominator: Weighted average shares outstanding – basic 646,062 624,958 646,750 622,064 Basic net income (loss) per share $ 0.04 $ (0.09) $ (0.12) $ (0.04) Diluted net income (loss) per share: Numerator: Net income (loss) attributable to common shareholders – diluted $ 23 $ (54) $ (78) $ (26) Denominator: Weighted average shares outstanding – basic 646,062 624,958 646,750 622,064 Plus: Dilutive effect of employee stock-based awards 21,097 — — — Weighted average shares outstanding - diluted 667,159 624,958 646,750 622,064 Diluted net income (loss) per share $ 0.03 $ (0.09) $ (0.12) $ (0.04) |
Schedule of Antidilutive Securities Excluded from Computation of Income (Loss) Per Share | The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 RSUs 25,947 57,823 68,994 57,823 Options 4,630 11,722 8,211 11,722 Restricted Shares — 555 — 555 Employee Stock Purchase Plan — 678 3,398 678 Total anti-dilutive securities 30,577 70,778 80,603 70,778 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table presents the activity of the restructuring liability as of June 30, 2023 (in millions): June 30, Balance-December 31, 2022 $ 4 Additions charged to expense 10 Cash payments (13) Balance-June 30, 2023 $ 1 |
DESCRIPTION OF BUSINESS AND A_4
DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES - Convertible Senior Notes (Details) | Jun. 30, 2023 | Aug. 31, 2021 |
Senior Convertible Notes 2026 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Stated Cash Interest Rate | 0.25% | 0.25% |
DESCRIPTION OF BUSINESS AND A_5
DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES - Impairment of Long-Lived Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Impairment of long-lived assets held-for-use | $ 1 | $ 0 | $ 3 | $ 0 |
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Technology and development | Technology and development |
REAL ESTATE INVENTORY - Narrati
REAL ESTATE INVENTORY - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) home | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) home | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Inventory Disclosure [Abstract] | |||||
Inventory valuation adjustments | $ 45 | $ 45 | $ 459 | ||
Number of homes under contract to be purchased | home | 1,390 | 1,390 | |||
Aggregate purchase price for homes | $ 469 | $ 469 | |||
Valuation adjustments | $ 14 | $ 82 | $ 37 | $ 90 |
REAL ESTATE INVENTORY - Schedul
REAL ESTATE INVENTORY - Schedule of Real Estate Inventory (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Work in progress | $ 252 | $ 891 |
Finished goods: | ||
Listed for sale | 563 | 2,788 |
Under contract for sale | 334 | 781 |
Total real estate inventory | $ 1,149 | $ 4,460 |
CASH, CASH EQUIVALENTS, AND I_3
CASH, CASH EQUIVALENTS, AND INVESTMENTS - Amortized Cost (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents | $ 1,120 | $ 1,137 | $ 2,239 |
Unrealized Gains | 0 | 0 | |
Unrealized Losses | (2) | (4) | |
Fair Value | 72 | ||
Equity securities | 18 | 11 | |
Equity securities, cash and cash equivalents | 0 | 0 | |
Equity securities, marketable securities | 18 | 11 | |
Total cost basis | 1,212 | 1,285 | |
Total fair value | 1,210 | 1,281 | |
Cash and Cash Equivalents | 1,120 | 1,137 | |
Marketable Securities | 90 | 144 | |
Corporate debt securities | |||
Cash and Cash Equivalents [Line Items] | |||
Cost Basis | 73 | 126 | |
Unrealized Gains | 0 | 0 | |
Unrealized Losses | (2) | (4) | |
Fair Value | 71 | 122 | |
Debt securities, available-for-sale, cash and cash equivalents | 0 | 0 | |
Debt securities, available-for-sale, marketable securities | 71 | 122 | |
Certificates of deposit | |||
Cash and Cash Equivalents [Line Items] | |||
Cost Basis | 9 | ||
Unrealized Gains | 0 | ||
Unrealized Losses | 0 | ||
Fair Value | 9 | ||
Debt securities, available-for-sale, cash and cash equivalents | 0 | ||
Debt securities, available-for-sale, marketable securities | 9 | ||
Asset-backed securities | |||
Cash and Cash Equivalents [Line Items] | |||
Cost Basis | 1 | 2 | |
Unrealized Gains | 0 | 0 | |
Unrealized Losses | 0 | 0 | |
Fair Value | 1 | 2 | |
Debt securities, available-for-sale, cash and cash equivalents | 0 | 0 | |
Debt securities, available-for-sale, marketable securities | 1 | 2 | |
Cash | |||
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents | 101 | 422 | |
Money market funds | |||
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents | $ 1,019 | $ 715 |
CASH, CASH EQUIVALENTS, AND I_4
CASH, CASH EQUIVALENTS, AND INVESTMENTS - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |||||
Recognized unrealized gain (loss) related to equity securities still held | $ 6,000,000 | $ (3,000,000) | $ 7,000,000 | $ (25,000,000) | |
Allowance for credit loss | $ 0 | $ 0 | $ 0 |
CASH, CASH EQUIVALENTS, AND I_5
CASH, CASH EQUIVALENTS, AND INVESTMENTS - Summary of Debt Securities (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Line Items] | ||
Fair Value, Less than 12 Months | $ 0 | $ 11 |
Unrealized Losses, Less than 12 Months | 0 | 0 |
Fair Value, 12 Months or Greater | 72 | 119 |
Unrealized Losses 12 Months or Greater | (2) | (4) |
Fair Value, Total | 72 | 130 |
Unrealized Losses, Total | (2) | (4) |
Corporate debt securities | ||
Cash and Cash Equivalents [Line Items] | ||
Fair Value, Less than 12 Months | 0 | 5 |
Unrealized Losses, Less than 12 Months | 0 | 0 |
Fair Value, 12 Months or Greater | 71 | 117 |
Unrealized Losses 12 Months or Greater | (2) | (4) |
Fair Value, Total | 71 | 122 |
Unrealized Losses, Total | (2) | (4) |
Certificates of deposit | ||
Cash and Cash Equivalents [Line Items] | ||
Fair Value, Less than 12 Months | 6 | |
Unrealized Losses, Less than 12 Months | 0 | |
Fair Value, 12 Months or Greater | 0 | |
Unrealized Losses 12 Months or Greater | 0 | |
Fair Value, Total | 6 | |
Unrealized Losses, Total | 0 | |
Asset-backed securities | ||
Cash and Cash Equivalents [Line Items] | ||
Fair Value, Less than 12 Months | 0 | 0 |
Unrealized Losses, Less than 12 Months | 0 | 0 |
Fair Value, 12 Months or Greater | 1 | 2 |
Unrealized Losses 12 Months or Greater | 0 | 0 |
Fair Value, Total | 1 | 2 |
Unrealized Losses, Total | $ 0 | $ 0 |
CASH, CASH EQUIVALENTS, AND I_6
CASH, CASH EQUIVALENTS, AND INVESTMENTS - Schedule of Contractual Marketable Securities (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Line Items] | ||
Fair Value | $ 72 | |
Within 1 Year | 65 | |
After 1 Year through 5 Years | 7 | |
Corporate debt securities | ||
Cash and Cash Equivalents [Line Items] | ||
Fair Value | 71 | $ 122 |
Within 1 Year | 64 | |
After 1 Year through 5 Years | 7 | |
Asset-backed securities | ||
Cash and Cash Equivalents [Line Items] | ||
Fair Value | 1 | $ 2 |
Within 1 Year | 1 | |
After 1 Year through 5 Years | $ 0 |
CASH, CASH EQUIVALENTS, AND I_7
CASH, CASH EQUIVALENTS, AND INVESTMENTS - Non-marketable Equity Securities and Equity Method Investment (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||
Equity method investments | $ 20 | $ 20 |
Non-marketable equity securities | 5 | 5 |
Total | $ 25 | $ 25 |
VARIABLE INTEREST ENTITIES (Det
VARIABLE INTEREST ENTITIES (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
ASSETS | ||||
Cash and cash equivalents | $ 1,120 | $ 1,137 | $ 2,239 | |
Restricted cash | 1,684 | 654 | ||
Real estate inventory, net | 1,149 | 4,460 | ||
TOTAL ASSETS | [1] | 4,223 | 6,608 | |
Liabilities | ||||
Total liabilities | [2] | 3,137 | 5,522 | |
Variable Interest Entity, Primary Beneficiary | ||||
ASSETS | ||||
Cash and cash equivalents | 1 | 0 | ||
Restricted cash | 1,663 | 636 | ||
Real estate inventory, net | 1,068 | 4,408 | ||
Other | 19 | 38 | ||
TOTAL ASSETS | 2,751 | 5,082 | ||
Liabilities | ||||
Non-recourse asset-backed debt | 2,542 | 4,396 | ||
Other | 22 | 72 | ||
Total liabilities | $ 2,564 | $ 4,468 | ||
[1]The Company’s consolidated assets at June 30, 2023 and December 31, 2022 include the following assets of certain variable interest entities (“VIEs”) that can only be used to settle the liabilities of those VIEs: Cash and cash equivalents, $1 and $—;Restricted cash, $1,663 and $636; Real estate inventory, net, $1,068 and $4,408; Escrow receivable, $12 and $29; Other current assets, $7 and $9; and Total assets of $2,751 and $5,082, respectively.[2]The Company’s consolidated liabilities at June 30, 2023 and December 31, 2022 include the following liabilities for which the VIE creditors do not have recourse to Opendoor: Accounts payable and other accrued liabilities, $21 and $61; Interest payable, $1 and $11; Current portion of non-recourse asset-backed debt, $15 and $1,376; Non-recourse asset-backed debt, net of current portion, $2,527 and $3,020; and Total liabilities, $2,564 and $4,468, respectively. |
CREDIT FACILITIES AND LONG-TE_3
CREDIT FACILITIES AND LONG-TERM DEBT - Summary of Credit Facilities and Long-Term Debt (Details) - Line of Credit - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 10,125 | |
Outstanding, current | 15 | $ 1,376 |
Net Carrying Amount | 2,527 | 3,020 |
Asset-backed Senior Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | 7,325 | |
Outstanding amount, current | 15 | 1,377 |
Outstanding, current | 15 | 1,376 |
Outstanding amount, noncurrent | 1,600 | 1,900 |
Issuance Costs | 0 | (1) |
Issuance Costs | (15) | (17) |
Net Carrying Amount | 1,585 | 1,883 |
Asset-backed Mezzanine Term Debt Facilities | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | 2,800 | |
Outstanding amount, current | 0 | 0 |
Outstanding amount, noncurrent | 950 | 1,150 |
Issuance Costs | (8) | (13) |
Net Carrying Amount | 942 | 1,137 |
Revolving Facility 2018-2 | Asset-backed Senior Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | 1,000 | |
Outstanding amount, current | 15 | 472 |
Outstanding amount, noncurrent | $ 0 | $ 0 |
Weighted average interest rate (in percent) | 7.48% | 4.86% |
Revolving Facility 2018-3 | Asset-backed Senior Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 1,000 | |
Outstanding amount, current | 0 | $ 194 |
Outstanding amount, noncurrent | $ 0 | $ 0 |
Weighted average interest rate (in percent) | 6.82% | 3.98% |
Revolving Facility 2019-1 | Asset-backed Senior Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 600 | |
Outstanding amount, current | 0 | $ 55 |
Outstanding amount, noncurrent | $ 0 | $ 0 |
Weighted average interest rate (in percent) | 7.34% | 4.41% |
Revolving Facility 2019-2 | Asset-backed Senior Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 1,850 | |
Outstanding amount, current | 0 | $ 167 |
Outstanding amount, noncurrent | $ 0 | $ 0 |
Weighted average interest rate (in percent) | 6.83% | 3.92% |
Revolving Facility 2019-3 | Asset-backed Senior Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 925 | |
Outstanding amount, current | 0 | $ 0 |
Outstanding amount, noncurrent | $ 0 | $ 0 |
Weighted average interest rate (in percent) | 0% | 3.86% |
Revolving Facility 2022-1 | Asset-backed Senior Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Outstanding amount, current | $ 289 | |
Outstanding amount, noncurrent | $ 0 | |
Weighted average interest rate (in percent) | 8.15% | |
Term Debt Facility 2021-S1 | Asset-backed Senior Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 100 | |
Outstanding amount, current | 0 | $ 0 |
Outstanding amount, noncurrent | $ 100 | $ 400 |
Weighted average interest rate (in percent) | 3.48% | 3.48% |
Term Debt Facility 2021-S2 | Asset-backed Senior Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 600 | |
Outstanding amount, current | 0 | $ 0 |
Outstanding amount, noncurrent | $ 500 | $ 500 |
Weighted average interest rate (in percent) | 3.20% | 3.20% |
Term Debt Facility 2021-S3 | Asset-backed Senior Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 1,000 | |
Outstanding amount, current | 0 | $ 0 |
Outstanding amount, noncurrent | $ 750 | $ 750 |
Weighted average interest rate (in percent) | 3.75% | 3.75% |
Term Debt Facility 2022-S1 | Asset-backed Senior Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 250 | |
Outstanding amount, current | 0 | $ 0 |
Outstanding amount, noncurrent | $ 250 | $ 250 |
Weighted average interest rate (in percent) | 4.07% | 4.07% |
Term Debt Facility 2022-S2 | Asset-backed Senior Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Outstanding amount, current | $ 200 | |
Outstanding amount, noncurrent | $ 0 | |
Weighted average interest rate (in percent) | 8.48% | |
Term Debt Facility 2020-M1 | Asset-backed Mezzanine Term Debt Facilities | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 2,300 | |
Outstanding amount, current | 0 | $ 0 |
Outstanding amount, noncurrent | $ 800 | $ 1,000 |
Weighted average interest rate (in percent) | 10% | 10% |
Term Debt Facility 2022-M1 | Asset-backed Mezzanine Term Debt Facilities | ||
Debt Instrument [Line Items] | ||
Borrowing Capacity | $ 500 | |
Outstanding amount, current | 0 | $ 0 |
Outstanding amount, noncurrent | $ 150 | $ 150 |
Weighted average interest rate (in percent) | 10% | 10% |
CREDIT FACILITIES AND LONG-TE_4
CREDIT FACILITIES AND LONG-TERM DEBT - Non-Recourse Asset-backed Debt (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Line of Credit | |
Debt Instrument [Line Items] | |
Borrowing capacity | $ 10,125 |
Line of Credit | Asset Back Senior Credit Facility and Mezzanine Term Debt Facilities | |
Debt Instrument [Line Items] | |
Fully committed borrowing capacity, maximum | 4,300 |
Line of Credit | Asset-backed Senior Revolving Credit Facilities | |
Debt Instrument [Line Items] | |
Borrowing capacity | 7,325 |
Line of Credit | Asset-backed Mezzanine Term Debt Facilities | |
Debt Instrument [Line Items] | |
Borrowing capacity | 2,800 |
Revolving Credit Facility | Asset-backed Senior Revolving Credit Facilities | Multiple Senior Revolving Credit Facilities | |
Debt Instrument [Line Items] | |
Fully committed borrowing capacity | 1,700 |
Revolving Credit Facility | Asset-backed Senior Revolving Credit Facilities | Multiple Term Loan Facilities | |
Debt Instrument [Line Items] | |
Fully committed borrowing capacity | 1,600 |
Revolving Credit Facility | Asset-backed Mezzanine Term Debt Facilities | Multiple Senior Revolving Credit Facilities | |
Debt Instrument [Line Items] | |
Fully committed borrowing capacity | $ 950 |
CREDIT FACILITIES AND LONG-TE_5
CREDIT FACILITIES AND LONG-TERM DEBT - Asset Backed Senior Credit Facilities (Details) - Revolving Credit Facility | 6 Months Ended |
Jun. 30, 2023 | |
Multiple Senior Revolving Credit Facilities | |
Debt Instrument [Line Items] | |
Term | 24 months |
Multiple Term Loan Facilities | Asset-backed Senior Revolving Credit Facilities | |
Debt Instrument [Line Items] | |
Debt instrument, term, withdrawal period, maximum | 60 months |
CREDIT FACILITIES AND LONG-TE_6
CREDIT FACILITIES AND LONG-TERM DEBT - Asset-backed Mezzanine Term Debt Facilities (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Other restricted assets | $ 500 | $ 565 |
Revolving Credit Facility | Asset-backed Mezzanine Term Debt Facilities | ||
Debt Instrument [Line Items] | ||
Debt instrument, term, withdrawal period, maximum | 42 months |
CREDIT FACILITIES AND LONG-TE_7
CREDIT FACILITIES AND LONG-TERM DEBT - Convertible Senior Notes (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
May 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Aug. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Repurchase of convertible senior notes | $ 270 | $ 0 | |||||
Gain on extinguishment of debt | $ 104 | $ 0 | $ 182 | 0 | |||
Senior Convertible Notes 2026 | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Stated Cash Interest Rate | 0.25% | 0.25% | 0.25% | ||||
Principal amount | $ 978 | ||||||
Remaining Aggregate Principal Amount | $ 510 | $ 510 | |||||
Unamortized Debt Issuance Costs | (9) | (9) | |||||
Net Carrying Amount | $ 501 | $ 501 | |||||
Effective Interest Rate | 0.78% | 0.78% | |||||
Conversion Rate | 0.0519926 | ||||||
Conversion price (in dollars per share) | $ / shares | $ 19.23 | $ 19.23 | |||||
Deferred issuance costs | $ 9 | $ 9 | |||||
Interest expense | $ 1 | $ 2 | $ 3 | $ 4 | |||
Repurchased 2026 Notes | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized Debt Issuance Costs | $ (3) | ||||||
Repurchased face amount | 189 | ||||||
Repurchase of convertible senior notes | 101 | ||||||
Deferred issuance costs | 3 | ||||||
Gain on extinguishment of debt | $ 84 | ||||||
Additional Repurchased 2026 Notes | Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized Debt Issuance Costs | $ (5) | ||||||
Repurchased face amount | 279 | ||||||
Repurchase of convertible senior notes | 169 | ||||||
Deferred issuance costs | 5 | ||||||
Fee amount | 1 | ||||||
Gain on extinguishment of debt | $ 104 |
CREDIT FACILITIES AND LONG-TE_8
CREDIT FACILITIES AND LONG-TERM DEBT - Capped Calls (Details) $ / shares in Units, $ in Millions | 1 Months Ended |
Aug. 31, 2021 USD ($) $ / shares | |
Debt Instrument [Line Items] | |
Capped calls cap price premium | 100% |
Call Option | |
Debt Instrument [Line Items] | |
Capped calls cost | $ | $ 119 |
Capped calls strike price (in dollars per share) | $ 19.23 |
Capped calls cap price (in dollars per share) | $ 29.59 |
FAIR VALUE DISCLOSURES - Fair V
FAIR VALUE DISCLOSURES - Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Other current assets: | ||
Mortgages held-for-sale | $ 1 | |
Total assets | $ 90 | 145 |
Level 1 | ||
Other current assets: | ||
Mortgages held-for-sale | 0 | |
Total assets | 18 | 11 |
Level 2 | ||
Other current assets: | ||
Mortgages held-for-sale | 1 | |
Total assets | 72 | 134 |
Level 3 | ||
Other current assets: | ||
Mortgages held-for-sale | 0 | |
Total assets | 0 | 0 |
Corporate debt securities | ||
Marketable securities: | ||
Marketable securities | 71 | 122 |
Corporate debt securities | Level 1 | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Corporate debt securities | Level 2 | ||
Marketable securities: | ||
Marketable securities | 71 | 122 |
Corporate debt securities | Level 3 | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Equity securities | ||
Marketable securities: | ||
Marketable securities | 18 | 11 |
Equity securities | Level 1 | ||
Marketable securities: | ||
Marketable securities | 18 | 11 |
Equity securities | Level 2 | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Equity securities | Level 3 | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Certificates of deposit | ||
Marketable securities: | ||
Marketable securities | 9 | |
Certificates of deposit | Level 1 | ||
Marketable securities: | ||
Marketable securities | 0 | |
Certificates of deposit | Level 2 | ||
Marketable securities: | ||
Marketable securities | 9 | |
Certificates of deposit | Level 3 | ||
Marketable securities: | ||
Marketable securities | 0 | |
Asset-backed securities | ||
Marketable securities: | ||
Marketable securities | 1 | 2 |
Asset-backed securities | Level 1 | ||
Marketable securities: | ||
Marketable securities | 0 | 0 |
Asset-backed securities | Level 2 | ||
Marketable securities: | ||
Marketable securities | 1 | 2 |
Asset-backed securities | Level 3 | ||
Marketable securities: | ||
Marketable securities | $ 0 | $ 0 |
FAIR VALUE DISCLOSURES - Fair_2
FAIR VALUE DISCLOSURES - Fair Value Disclosure of Assets and Liabilities Not Measured at Fair Value (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Level 1 | ||
Assets: | ||
Cash and cash equivalents | $ 1,120 | $ 1,137 |
Liabilities: | ||
Non-recourse asset-backed debt | 0 | 0 |
Convertible senior notes | 0 | 0 |
Level 1 | Restricted Cash | ||
Assets: | ||
Cash and cash equivalents | 1,684 | 654 |
Level 2 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Liabilities: | ||
Non-recourse asset-backed debt | 2,565 | 4,427 |
Convertible senior notes | 353 | 391 |
Level 2 | Restricted Cash | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Reported Value Measurement | ||
Assets: | ||
Cash and cash equivalents | 1,120 | 1,137 |
Liabilities: | ||
Non-recourse asset-backed debt | 2,542 | 4,396 |
Convertible senior notes | 501 | 959 |
Reported Value Measurement | Restricted Cash | ||
Assets: | ||
Cash and cash equivalents | 1,684 | 654 |
Estimate of Fair Value Measurement | ||
Assets: | ||
Cash and cash equivalents | 1,120 | 1,137 |
Liabilities: | ||
Non-recourse asset-backed debt | 2,565 | 4,427 |
Convertible senior notes | 353 | 391 |
Estimate of Fair Value Measurement | Restricted Cash | ||
Assets: | ||
Cash and cash equivalents | $ 1,684 | $ 654 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | $ 146 | $ 146 | $ 148 | ||
Accumulated depreciation and amortization | (84) | (84) | (90) | ||
Property and equipment – net | 62 | 62 | 58 | ||
Depreciation and amortization expense | 9 | $ 9 | 19 | $ 18 | |
Internally developed software | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | 104 | 104 | 105 | ||
Security systems | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | 19 | 19 | 18 | ||
Computers | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | 11 | 11 | 13 | ||
Software implementation costs | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | 4 | 4 | 4 | ||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | 3 | 3 | 3 | ||
Office equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | 3 | 3 | 3 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment | $ 2 | $ 2 | $ 2 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill acquisition cost | $ 0 | $ 4,000,000 | |||
Goodwill, impairment loss | $ 0 | $ 0 | 0 | $ 0 | |
Amortization expense of intangible assets | $ 1,000,000 | $ 3,000,000 | $ 3,000,000 | $ 5,000,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 29 | $ 29 |
Accumulated Amortization | (20) | (17) |
Net Carrying Amount | 9 | 12 |
Developed technology | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 17 | 17 |
Accumulated Amortization | (11) | (9) |
Net Carrying Amount | $ 6 | $ 8 |
Remaining Weighted Average Useful Life (Years) | 1 year 3 months 18 days | 1 year 9 months 18 days |
Customer relationships | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 7 | $ 7 |
Accumulated Amortization | (5) | (5) |
Net Carrying Amount | $ 2 | $ 2 |
Remaining Weighted Average Useful Life (Years) | 1 year 2 months 12 days | 1 year 8 months 12 days |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 5 | $ 5 |
Accumulated Amortization | (4) | (3) |
Net Carrying Amount | $ 1 | $ 2 |
Remaining Weighted Average Useful Life (Years) | 1 year 2 months 12 days | 1 year 8 months 12 days |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Expected Amortization of Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2023 | $ 4 | |
2024 | 5 | |
Net Carrying Amount | $ 9 | $ 12 |
SHARE-BASED AWARDS - Stock Opti
SHARE-BASED AWARDS - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Number of Options (in thousands) | ||
Beginning balance (in shares) | shares | 10,712 | |
Exercised (in shares) | shares | (2,170) | |
Expired (in shares) | shares | (331) | |
Ending balance (in shares) | shares | 8,211 | 10,712 |
Exercisable (in shares) | shares | 8,211 | |
Weighted- Average Exercise Price | ||
Beginning balance (in dollars per share) | $ / shares | $ 2.13 | |
Exercised (in dollars per share) | $ / shares | 1.05 | |
Expired (in dollars per share) | $ / shares | 2.91 | |
Ending balance (in dollars per share) | $ / shares | 2.39 | $ 2.13 |
Exercisable (in dollars per share) | $ / shares | $ 2.39 | |
Weighted-Average Remaining Contractual Term (in years) and Aggregate Intrinsic Value | ||
Weighted-average remaining contractual term (in years), outstanding | 3 years 8 months 12 days | 3 years 6 months |
Weighted-average remaining contractual term (in years), exercisable | 3 years 8 months 12 days | |
Aggregate intrinsic values | $ | $ 14 | $ 1 |
Exercisable, aggregate intrinsic value | $ | $ 14 |
SHARE-BASED AWARDS - RSU Activi
SHARE-BASED AWARDS - RSU Activity (Details) - RSUs shares in Thousands | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of RSUs | |
Beginning balance (in shares) | shares | 54,547 |
Granted (in shares) | shares | 42,600 |
Vested (in shares) | shares | (17,136) |
Forfeited (in shares) | shares | (11,017) |
Ending balance (in shares) | shares | 68,994 |
Weighted- Average Grant-Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 10.29 |
Granted (in dollars per share) | $ / shares | 1.64 |
Vested (in dollars per share) | $ / shares | 5.65 |
Forfeited (in dollars per share) | $ / shares | 12.53 |
Ending balance (in dollars per share) | $ / shares | $ 4.30 |
SHARE-BASED AWARDS - ESPP (Deta
SHARE-BASED AWARDS - ESPP (Details) - Employee Stock Purchase Plan - Employee Stock Purchase Plan | 4 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 USD ($) purchasePeriod | Jun. 30, 2023 USD ($) | Feb. 28, 2023 shares | Mar. 01, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Payroll deductions | 15% | |||
Calendar year limitation on contributions | $ 25,000 | $ 25,000 | ||
Number of shares allowed per employee, per offering period (in shares) | shares | 1,000 | 10,000 | ||
Offering period duration | 12 months | 6 months | ||
Number of purchase periods during offering period | purchasePeriod | 2 | |||
Duration of purchase periods within offering period | 6 months | |||
Number of shares allowed per purchase period, per offering period (in shares) | shares | 5,000 | |||
Common stock discount on shares purchase price | 15% | |||
Employee payroll contributions with held | $ 2,000,000 | $ 2,000,000 | ||
Estimated unrecognized compensation expense | $ 2,000,000 | $ 2,000,000 | ||
Recognized over remaining term of offering period | 8 months 12 days |
SHARE-BASED AWARDS - Fair Value
SHARE-BASED AWARDS - Fair Value Assumptions (Details) - Employee Stock Purchase Plan - Employee Stock Purchase Plan | 6 Months Ended |
Jun. 30, 2023 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility | 119% |
Risk-free rate | 5.06% |
Risk-free rate | 5.20% |
Expected dividend | 0% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value | $ 0.64 |
Expected life (in years) | 6 months |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value | $ 0.81 |
Expected life (in years) | 1 year |
SHARE-BASED AWARDS - Expense an
SHARE-BASED AWARDS - Expense and Capitalized (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 21 | $ 59 | $ 63 | $ 126 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 5 | 43 | 32 | 94 |
Sales, marketing and operations | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 4 | 5 | 8 | 9 |
Technology and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 12 | $ 11 | $ 23 | $ 23 |
SHARE-BASED AWARDS - Stock-Base
SHARE-BASED AWARDS - Stock-Based Compensation Expense (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) marketConditionAward | |
Market Condition Award | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of awards with satisfied market conditions | marketConditionAward | 0 |
Unvested Stock Options and Restricted Shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unamortized stock-based compensation | $ | $ 248 |
Unamortized stock-based compensation period (in years) | 1 year 10 months 24 days |
WARRANTS (Details)
WARRANTS (Details) - Marketing Warrants - Zillow | Jul. 28, 2022 d $ / shares shares | Jun. 30, 2023 shares |
Class of Warrant or Right [Line Items] | ||
Number of shares authorized to be purchased by warrant agreement (in shares) | shares | 6,000,000 | |
Volume-weighted average price, days | d | 30 | |
Warrants to purchase shares (in shares) | shares | 0 | |
Minimum | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrants (in dollars per share) | $ / shares | $ 15 | |
Maximum | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrants (in dollars per share) | $ / shares | $ 30 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (current year less than) | $ 1 | $ 1 | $ 1 | $ 1 |
Effective tax rate | 1.48% | (1.52%) | (0.77%) | (4.22%) |
NET INCOME (LOSS) PER SHARE - N
NET INCOME (LOSS) PER SHARE - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Dividends declared | $ 0 | $ 0 | $ 0 | $ 0 |
Preferred dividends declared | $ 0 | $ 0 | $ 0 | $ 0 |
NET INCOME (LOSS) PER SHARE - E
NET INCOME (LOSS) PER SHARE - Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net income (loss) attributable to common shareholders -basic | $ 23 | $ (54) | $ (78) | $ (26) |
Net income (loss) attributable to common shareholders – diluted | $ 23 | $ (54) | $ (78) | $ (26) |
Denominator: | ||||
Weighted average shares outstanding - basic (in shares) | 646,062,000 | 624,958,000 | 646,750,000 | 622,064,000 |
Weighted average shares outstanding - diluted (in shares) | 667,159,000 | 624,958,000 | 646,750,000 | 622,064,000 |
Basic net income (loss) per share (in dollars per share) | $ 0.04 | $ (0.09) | $ (0.12) | $ (0.04) |
Diluted net income (loss) per share (in dollars per share) | $ 0.03 | $ (0.09) | $ (0.12) | $ (0.04) |
Employee Stock Purchase Plan | ||||
Denominator: | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements | 21,097,000 | 0 | 0 | 0 |
NET INCOME (LOSS) PER SHARE - A
NET INCOME (LOSS) PER SHARE - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities (in shares) | 30,577 | 70,778 | 80,603 | 70,778 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities (in shares) | 25,947 | 57,823 | 68,994 | 57,823 |
Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities (in shares) | 4,630 | 11,722 | 8,211 | 11,722 |
Restricted Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities (in shares) | 0 | 555 | 0 | 555 |
Employee Stock Purchase Plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities (in shares) | 0 | 678 | 3,398 | 678 |
BUSINESS ACQUISITION (Details)
BUSINESS ACQUISITION (Details) - USD ($) $ in Millions | Nov. 04, 2022 | Jun. 30, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 4 | $ 4 | |
TaxProper | |||
Business Acquisition [Line Items] | |||
Total PIPE shares investment | $ 10 | ||
Goodwill | 2 | ||
TaxProper | Technology Based Intangible Assets | |||
Business Acquisition [Line Items] | |||
Acquired intangible assets | $ 7 | ||
Remaining weighted average useful life (years) | 2 years |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 6 Months Ended | ||
May 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Other Commitments [Line Items] | |||
Gain on settlement of lease liabilities | $ 1 | $ 0 | |
Arizona Office Lease | |||
Other Commitments [Line Items] | |||
Decrease in future lease liability payments | $ 19 | ||
Decrease in operating lease liability | $ 10 | ||
Decrease in operating lease right of use asset | 9 | ||
Gain on settlement of lease liabilities | $ 1 |
RESTRUCTURING - Narrative (Deta
RESTRUCTURING - Narrative (Details) $ in Millions | Apr. 18, 2023 USD ($) employee |
Restructuring and Related Activities [Abstract] | |
Number of employees, (approximately) | employee | 560 |
Reduction in workforce, percent of employees (approximately) | 22% |
Post-employment benefits,(approximately) | $ | $ 10 |
RESTRUCTURING - Summary of Acti
RESTRUCTURING - Summary of Activity in Restructuring Reserves (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | $ 4 | |||
Additions charged to expense | $ 10 | $ 0 | 10 | $ 0 |
Cash payments | (13) | |||
Ending balance | $ 1 | $ 1 |