Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 02, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Offerpad Solutions Inc. | |
Entity Central Index Key | 0001825024 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39641 | |
Entity Tax Identification Number | 85-2800538 | |
Entity Address, Address Line One | 2150 E. Germann Road | |
Entity Address, Address Line Two | Suite 1 | |
Entity Address, City or Town | Chandler | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85286 | |
City Area Code | 844 | |
Local Phone Number | 388-4539 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | OPAD | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 223,528,935 | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase Class A common stock, at an exercise price of $11.50 per share | |
Trading Symbol | OPADWS | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 14,816,236 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 116,634 | $ 43,938 |
Restricted cash | 20,024 | 6,804 |
Accounts receivable | 10,038 | 2,309 |
Inventory | 902,062 | 171,359 |
Prepaid expenses and other current assets | 10,453 | 2,880 |
Total current assets | 1,059,211 | 227,290 |
Property and equipment, net | 9,556 | 8,231 |
Other non-current assets | 193 | 352 |
Total Assets | 1,068,960 | 235,873 |
Current liabilities: | ||
Accounts payable | 6,126 | 2,149 |
Accrued liabilities | 28,354 | 11,181 |
Secured credit facilities and notes payable, net - related party | 241,208 | 126,825 |
Secured credit facilities and notes payable | 509,833 | 50,143 |
Total current liabilities | 785,521 | 190,298 |
Secured credit facilities and notes payable, net of current portion | 4,710 | |
Warrant liabilities | 39,711 | |
Total liabilities | 825,232 | 195,008 |
Commitments and contingencies (Note 16) | ||
Temporary equity: | ||
Total temporary equity | 0 | 184,123 |
Stockholders’ equity (deficit): | ||
Additional paid in capital | 388,566 | 5,908 |
Accumulated deficit | (144,862) | (138,516) |
Treasury stock | (10,650) | |
Total stockholders’ equity (deficit) | 243,728 | (143,258) |
TOTAL LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS’ EQUITY (DEFICIT) | 1,068,960 | 235,873 |
Series A Convertible Preferred Stock | ||
Temporary equity: | ||
Total temporary equity | 0 | 14,921 |
Series A-1 Convertible Preferred Stock | ||
Temporary equity: | ||
Total temporary equity | 0 | 7,470 |
Series A-2 Convertible Preferred Stock | ||
Temporary equity: | ||
Total temporary equity | 0 | 7,463 |
Series B Convertible Preferred Stock | ||
Temporary equity: | ||
Total temporary equity | 0 | 49,845 |
Series C Convertible Preferred Stock | ||
Temporary equity: | ||
Total temporary equity | 0 | 104,424 |
Class A Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock value | 22 | 0 |
Class B Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock value | $ 2 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock, shares authorized | 2,370,000,000 | |
Restricted cash | $ 20,024 | $ 6,804 |
Accounts receivable | 10,038 | 2,309 |
Inventory | 902,062 | 171,359 |
Prepaid expenses and other current assets | 10,453 | 2,880 |
Property and equipment, net | 9,556 | 8,231 |
Total assets | 1,068,960 | 235,873 |
Accounts payable | 6,126 | 2,149 |
Accrued liabilities | 28,354 | 11,181 |
Secured credit facilities and notes payable | 509,833 | 50,143 |
Secured credit facilities and notes payable, net of current portion | 4,710 | |
Total liabilities | 825,232 | 195,008 |
Variable Interest Entity | ||
Restricted cash | 20,024 | 6,804 |
Accounts receivable | 8,345 | 1,638 |
Inventory | 900,283 | 171,212 |
Prepaid expenses and other current assets | 2,879 | 1,036 |
Property and equipment, net | 4,377 | 2,772 |
Total assets | 935,908 | 183,462 |
Accounts payable | 4,561 | 716 |
Accrued liabilities | 2,442 | 575 |
Secured credit facilities and notes payable | 0 | 653 |
Secured credit facilities and notes payable, net of current portion | 751,041 | 173,539 |
Total liabilities | $ 758,044 | $ 175,483 |
Adjusted Balance | ||
Temporary equity, shares outstanding | 8,322,000 | |
Series A Convertible Preferred Stock | ||
Temporary equity, shares authorized | 0 | 21,011,000 |
Temporary equity, shares issued | 0 | 20,907,000 |
Temporary equity, shares outstanding | 0 | 2,775,000 |
Temporary equity, liquidation preference | $ 0 | $ 15,099 |
Series A Convertible Preferred Stock | Adjusted Balance | ||
Temporary equity, shares outstanding | 0 | 20,907,000 |
Series A-1 Convertible Preferred Stock | ||
Temporary equity, shares authorized | 0 | 10,905,000 |
Temporary equity, shares issued | 0 | 10,905,000 |
Temporary equity, shares outstanding | 0 | 1,448,000 |
Temporary equity, liquidation preference | $ 0 | $ 7,500 |
Series A-1 Convertible Preferred Stock | Adjusted Balance | ||
Temporary equity, shares outstanding | 0 | 10,905,000 |
Series A-2 Convertible Preferred Stock | ||
Temporary equity, shares authorized | 0 | 8,322,000 |
Temporary equity, shares issued | 0 | 8,322,000 |
Temporary equity, shares outstanding | 0 | 1,105,000 |
Temporary equity, liquidation preference | $ 0 | $ 7,500 |
Series A-2 Convertible Preferred Stock | Adjusted Balance | ||
Temporary equity, shares outstanding | 0 | 8,322,000 |
Series B Convertible Preferred Stock | ||
Temporary equity, shares authorized | 0 | 58,390,000 |
Temporary equity, shares issued | 0 | 58,390,000 |
Temporary equity, shares outstanding | 0 | 7,751,000 |
Temporary equity, liquidation preference | $ 0 | $ 50,000 |
Series B Convertible Preferred Stock | Adjusted Balance | ||
Temporary equity, shares outstanding | 0 | 58,390,000 |
Series C Convertible Preferred Stock | ||
Temporary equity, shares authorized | 0 | 56,716,000 |
Temporary equity, shares issued | 0 | 39,985,000 |
Temporary equity, shares outstanding | 0 | 5,308,000 |
Temporary equity, liquidation preference | $ 0 | $ 105,750 |
Series C Convertible Preferred Stock | Adjusted Balance | ||
Temporary equity, shares outstanding | 0 | 39,985,000 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.00001 |
Common stock, shares authorized | 2,000,000,000 | 256,694,000 |
Common stock, shares issued | 223,529,000 | 57,865,000 |
Common stock, shares outstanding | 223,529,000 | 57,865,000 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0 |
Common stock, shares authorized | 20,000,000 | 0 |
Common stock, shares issued | 14,816,000 | 0 |
Common stock, shares outstanding | 14,816,000 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 540,287 | $ 186,365 | $ 1,202,906 | $ 841,027 |
Cost of revenue | 487,165 | 166,600 | 1,065,383 | 778,503 |
Gross profit | 53,122 | 19,765 | 137,523 | 62,524 |
Operating expenses: | ||||
Sales, marketing and operating | 38,727 | 16,072 | 95,398 | 59,048 |
General and administrative | 8,160 | 3,981 | 18,031 | 12,204 |
Technology and development | 2,777 | 1,633 | 7,663 | 5,454 |
Total operating expenses | 49,664 | 21,686 | 121,092 | 76,706 |
Income (loss) from operations | 3,458 | (1,921) | 16,431 | (14,182) |
Other income (expense): | ||||
Change in fair value of warrant liabilities | (13,185) | (13,185) | ||
Interest expense | (5,495) | (1,312) | (9,670) | (8,404) |
Other income, net | 289 | 248 | 787 | |
Total other expense | (18,680) | (1,023) | (22,607) | (7,617) |
Loss before income taxes | (15,222) | (2,944) | (6,176) | (21,799) |
Income tax expense | (81) | (170) | ||
Net loss | $ (15,303) | $ (2,944) | $ (6,346) | $ (21,799) |
Net loss per share, basic | $ (0.13) | $ (0.05) | $ (0.08) | $ (0.38) |
Net loss per share, diluted | $ (0.13) | $ (0.05) | $ (0.08) | $ (0.38) |
Weighted average common shares outstanding, basic | 115,985 | 57,865 | 78,191 | 57,865 |
Weighted average common shares outstanding, diluted | 115,985 | 57,865 | 78,191 | 57,865 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Adjusted Balance | Common Stock | Common StockAdjustment | Common StockAdjusted Balance | Additional Paid-in Capital | Additional Paid-in CapitalAdjusted Balance | Accumulated Deficit | Accumulated DeficitAdjusted Balance | Treasury Stock | Treasury StockAdjustment | Treasury StockAdjusted Balance | Preferred Stock to Common Stock | Series A Convertible Preferred Stock | Series A Convertible Preferred StockAdjustment | Series A Convertible Preferred StockAdjusted Balance | Series A-1 Convertible Preferred Stock | Series A-1 Convertible Preferred StockAdjustment | Series A-1 Convertible Preferred StockAdjusted Balance | Series A-2 Convertible Preferred Stock | Series A-2 Convertible Preferred StockAdjustment | Series A-2 Convertible Preferred StockAdjusted Balance | Series B Convertible Preferred Stock | Series B Convertible Preferred StockAdjustment | Series B Convertible Preferred StockAdjusted Balance | Series C Convertible Preferred Stock | Series C Convertible Preferred StockAdjustment | Series C Convertible Preferred StockAdjusted Balance |
Beginning balance at Dec. 31, 2019 | $ (121,503) | $ (121,503) | $ 4,545 | $ 4,545 | $ (115,398) | $ (115,398) | $ (10,650) | $ (10,650) | ||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2019 | 7,682 | 50,183 | 57,865 | 636 | 4,158 | 4,794 | ||||||||||||||||||||||
Temporary Equity, Balance at Dec. 31, 2019 | 154,300 | 154,300 | $ 14,921 | $ 14,921 | $ 7,470 | $ 7,470 | $ 7,463 | $ 7,463 | $ 49,845 | $ 49,845 | $ 74,601 | $ 74,601 | ||||||||||||||||
Temporary Equity, Balance, shares at Dec. 31, 2019 | 2,775 | 18,132 | 20,907 | 1,448 | 9,457 | 10,905 | 1,105 | 7,217 | 8,322 | 7,751 | 50,639 | 58,390 | 3,765 | 24,593 | 28,358 | |||||||||||||
Conversion of preferred stock to common stock | ||||||||||||||||||||||||||||
Issuance of Series C (extension) stock, net of offering costs | 29,823 | $ 29,823 | ||||||||||||||||||||||||||
Issuance of Series C (extension) stock, net of offering costs, shares | 11,627 | |||||||||||||||||||||||||||
Stock-based compensation expense | 875 | 875 | ||||||||||||||||||||||||||
Net income (loss) | (21,799) | (21,799) | ||||||||||||||||||||||||||
Ending balance at Sep. 30, 2020 | (142,427) | 5,420 | (137,197) | $ (10,650) | ||||||||||||||||||||||||
Ending balance, shares at Sep. 30, 2020 | 57,865 | 4,794 | ||||||||||||||||||||||||||
Temporary Equity, Balance at Sep. 30, 2020 | 184,123 | $ 14,921 | $ 7,470 | $ 7,463 | $ 49,845 | $ 104,424 | ||||||||||||||||||||||
Temporary Equity, Balance, shares at Sep. 30, 2020 | 20,907 | 10,905 | 8,322 | 58,390 | 39,985 | |||||||||||||||||||||||
Beginning balance at Jun. 30, 2020 | (139,820) | (139,820) | 5,083 | 5,083 | (134,253) | (134,253) | $ (10,650) | $ (10,650) | ||||||||||||||||||||
Beginning balance, shares at Jun. 30, 2020 | 7,682 | 50,183 | 57,865 | 636 | 4,158 | 4,794 | ||||||||||||||||||||||
Temporary Equity, Balance at Jun. 30, 2020 | 184,123 | 184,123 | $ 14,921 | $ 14,921 | $ 7,470 | $ 7,470 | $ 7,463 | $ 49,845 | $ 49,845 | $ 104,424 | ||||||||||||||||||
Temporary Equity, Balance, shares at Jun. 30, 2020 | 2,775 | 18,132 | 20,907 | 1,448 | 9,457 | 10,905 | 1,105 | 7,217 | 8,322 | 7,751 | 50,639 | 58,390 | 5,308 | 34,677 | 39,985 | |||||||||||||
Stock-based compensation expense | 337 | 337 | ||||||||||||||||||||||||||
Net income (loss) | (2,944) | (2,944) | ||||||||||||||||||||||||||
Ending balance at Sep. 30, 2020 | (142,427) | 5,420 | (137,197) | $ (10,650) | ||||||||||||||||||||||||
Ending balance, shares at Sep. 30, 2020 | 57,865 | 4,794 | ||||||||||||||||||||||||||
Temporary Equity, Balance at Sep. 30, 2020 | 184,123 | $ 14,921 | $ 7,470 | $ 7,463 | $ 49,845 | $ 104,424 | ||||||||||||||||||||||
Temporary Equity, Balance, shares at Sep. 30, 2020 | 20,907 | 10,905 | 8,322 | 58,390 | 39,985 | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | (143,258) | (143,258) | 5,908 | 5,908 | (138,516) | (138,516) | $ (10,650) | $ (10,650) | ||||||||||||||||||||
Beginning balance, shares at Dec. 31, 2020 | 7,682 | 50,183 | 57,865 | 636 | 4,158 | 4,794 | ||||||||||||||||||||||
Temporary Equity, Balance at Dec. 31, 2020 | 184,123 | $ 184,123 | $ 14,921 | $ 14,921 | $ 7,470 | $ 7,470 | $ 7,463 | $ 7,463 | $ 49,845 | $ 49,845 | $ 104,424 | $ 104,424 | ||||||||||||||||
Temporary Equity, Balance, shares at Dec. 31, 2020 | 8,322 | 2,775 | 18,132 | 20,907 | 1,448 | 9,457 | 10,905 | 1,105 | 7,217 | 8,322 | 7,751 | 50,639 | 58,390 | 5,308 | 34,677 | 39,985 | ||||||||||||
Issuance of common stock upon exercise of stock options | $ 375 | 375 | ||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options, shares | 1,795 | 1,584 | ||||||||||||||||||||||||||
Issuance of common stock upon early exercise of stock options, shares | 211 | |||||||||||||||||||||||||||
Vesting of early exercised stock options | $ 171 | 171 | ||||||||||||||||||||||||||
Conversion of preferred stock to common stock | 184,123 | $ 14 | 184,109 | $ 10,650 | $ (184,123) | $ (14,921) | $ (7,470) | $ (7,463) | $ (49,845) | $ (104,424) | ||||||||||||||||||
Conversion of preferred stock to common stock, shares | 138,612 | (20,907) | (10,905) | (8,322) | (58,390) | (39,985) | ||||||||||||||||||||||
Issuance of Class A common stock and Class B common stock in connection with Business Combination | 206,347 | $ 10 | 195,687 | $ 10,650 | ||||||||||||||||||||||||
Issuance of Class A common stock and Class B common stock in connection with Business Combination, shares | 40,073 | (4,794) | ||||||||||||||||||||||||||
Stock-based compensation expense | 2,316 | 2,316 | ||||||||||||||||||||||||||
Net income (loss) | (6,346) | (6,346) | ||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | 243,728 | $ 24 | 388,566 | (144,862) | ||||||||||||||||||||||||
Ending balance, shares at Sep. 30, 2021 | 238,345 | |||||||||||||||||||||||||||
Temporary Equity, Balance at Sep. 30, 2021 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||
Temporary Equity, Balance, shares at Sep. 30, 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Beginning balance at Jun. 30, 2021 | (132,556) | $ (132,556) | 7,653 | $ 7,653 | (129,559) | $ (129,559) | $ (10,650) | $ (10,650) | ||||||||||||||||||||
Beginning balance, shares at Jun. 30, 2021 | 7,920 | 51,740 | 59,660 | 636 | 4,158 | 4,794 | ||||||||||||||||||||||
Temporary Equity, Balance at Jun. 30, 2021 | 184,123 | $ 184,123 | $ 14,921 | $ 14,921 | $ 7,470 | $ 7,470 | $ 7,463 | $ 7,463 | $ 49,845 | $ 49,845 | $ 104,424 | $ 104,424 | ||||||||||||||||
Temporary Equity, Balance, shares at Jun. 30, 2021 | 2,775 | 18,132 | 20,907 | 1,448 | 9,457 | 10,905 | 1,105 | 7,217 | 8,322 | 7,751 | 50,639 | 58,390 | 5,308 | 34,677 | 39,985 | |||||||||||||
Vesting of early exercised stock options | 64 | 64 | ||||||||||||||||||||||||||
Conversion of preferred stock to common stock | $ (184,123) | $ (14,921) | $ (7,470) | $ (7,463) | $ (49,845) | $ (104,424) | ||||||||||||||||||||||
Conversion of preferred stock to common stock, shares | (20,907) | (10,905) | (8,322) | (58,390) | (39,985) | |||||||||||||||||||||||
Conversion of preferred stock to common stock | 184,123 | $ 14 | 184,109 | |||||||||||||||||||||||||
Conversion of preferred stock to common stock, shares | 138,612 | |||||||||||||||||||||||||||
Issuance of Class A common stock and Class B common stock in connection with Business Combination | 206,347 | $ 10 | 195,687 | $ 10,650 | ||||||||||||||||||||||||
Issuance of Class A common stock and Class B common stock in connection with Business Combination, shares | 40,073 | (4,794) | ||||||||||||||||||||||||||
Stock-based compensation expense | 1,053 | 1,053 | ||||||||||||||||||||||||||
Net income (loss) | (15,303) | (15,303) | ||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | 243,728 | $ 24 | $ 388,566 | $ (144,862) | ||||||||||||||||||||||||
Ending balance, shares at Sep. 30, 2021 | 238,345 | |||||||||||||||||||||||||||
Temporary Equity, Balance at Sep. 30, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||
Temporary Equity, Balance, shares at Sep. 30, 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (6,346) | $ (21,799) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation | 433 | 308 |
Gain on sale of equipment | (246) | |
Amortization of debt financing costs | 454 | 304 |
Impairment of inventory | 1,342 | 2,971 |
Stock-based compensation | 2,316 | 875 |
Change in fair value of warrant liabilities | 13,185 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (7,717) | (1,472) |
Inventory | (721,979) | 214,080 |
Prepaid expenses and other assets | (7,174) | (555) |
Accounts payable | 3,857 | 439 |
Accrued liabilities | 17,063 | 685 |
Net cash (used in) provided by operating activities | (704,812) | 195,836 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (13,609) | (67) |
Proceeds from sales of property and equipment | 2,032 | |
Net cash used in investing activities | (11,577) | (67) |
Cash flows from financing activities: | ||
Proceeds from Business Combination | 284,011 | 0 |
Issuance cost of common stock | (51,249) | |
Borrowings from credit facilities and notes payable | 1,702,702 | 556,627 |
Repayments of credit facilities and notes payable | (1,130,563) | (772,021) |
Payment of debt financing costs | (3,229) | (598) |
Proceeds from issuance of Class C preferred stock, net | 29,823 | |
Proceeds from exercise of stock options | 633 | |
Net cash provided by (used in) financing activities | 802,305 | (186,169) |
Net change in cash, cash equivalents and restricted cash | 85,916 | 9,600 |
Cash, cash equivalents and restricted cash, beginning of period | 50,742 | 29,883 |
Cash, cash equivalents and restricted cash, end of period | 136,658 | 39,483 |
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet: | ||
Cash and cash equivalents | 116,634 | 35,948 |
Restricted cash | 20,024 | 3,535 |
Total cash, cash equivalents and restricted cash | 136,658 | 39,483 |
Supplemental disclosure of cash flow information: | ||
Cash payments for interest | 9,630 | 11,890 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Transfer of property and equipment, net to inventory | 10,065 | |
Acquisition of warrant liabilities | 26,525 | |
Conversion of Stock, Amount Converted | 184,123 | |
Preferred Stock to Common Stock | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of Stock, Amount Converted | (184,123) | |
Treasury Stock | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of Stock, Amount Converted | $ 10,650 |
Business Activity
Business Activity | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Business Activity | NOTE 1. BUSINESS ACTIVITY On September 1, 2021 (the “Closing Date”), we consummated the transactions contemplated by the previously announced Agreement and Plan of Merger, dated March 17, 2021 (the “Merger Agreement”), by and among OfferPad, Inc. (“Old Offerpad”), Supernova Partners Acquisition Company, Inc., a Delaware corporation (“Supernova”), and Orchids Merger Sub, Inc., a Delaware corporation (“Merger Sub”). Pursuant to these transactions, Merger Sub merged with and into Old Offerpad, with Old Offerpad becoming a wholly owned subsidiary of Supernova (the “Business Combination” and, collectively with the other transactions described in the Merger Agreement, the “Transactions”). On the Closing Date, and in connection with the closing of the Transactions (the “Closing”), Supernova changed its name to Offerpad Solutions Inc. (“Offerpad Solutions”). Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company,” “Offerpad,” “we,” “us,” or “our” refer to the business of Old Offerpad, which became the business of Offerpad Solutions and its subsidiaries following the Closing. Offerpad was founded in 2015 and together with its subsidiaries, is a customer-centric, home buying and selling platform that provides customers with the ultimate home transaction experience, offering convenience, control, certainty, and value. The Company is headquartered in Chandler, Arizona and operates in nearly 1,500 cities and towns across 20 me tropolitan markets in the United States as of September 30, 2021 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Impact of Business Combination We accounted for the September 1, 2021 Business Combination as a reverse recapitalization whereby Old Offerpad was determined as the accounting acquirer and Supernova as the accounting acquiree. This determination was primarily based on: former Offerpad stockholders having the largest voting interest in Offerpad Solutions; the board of directors of Offerpad Solutions having 7 members, and Offerpad’s former stockholders having the ability to nominate the majority of the members of the board of directors; Offerpad management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day operations; the post-combination company assuming the Offerpad name; Offerpad Solutions maintaining the pre-existing Offerpad headquarters; and the intended strategy of Offerpad Solutions being a continuation of Offerpad’s strategy. Accordingly, the Business Combination was treated as the equivalent of Old Offerpad issuing stock for the net assets of Supernova, accompanied by a recapitalization. The net assets of Supernova are stated at historical cost, with no goodwill or other intangible assets recorded. While Supernova was the legal acquirer in the Business Combination, because Old Offerpad was determined as the accounting acquirer, the historical financial statements of Old Offerpad became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in t he accompanying unaudited interim condensed consolidated financial statements reflect (i) the historical operating results of Old Offerpad prior to the Business Combination; (ii) the combined results of the Company and Old Offerpad following the closing of the Business Combination; (iii) the assets and liabilities of Old Offerpad at their historical cost; and (iv) the Company’s equity structure for all periods presented. In connection with the Business Combination transaction, we have converted the equity structure for the periods prior to the Business Combination to reflect the number of shares of the Company’s common stock issued to Old Offerpad ’ s stockholders in connection with the recapitalization transaction. As such, the shares, corresponding capital amounts and earnings per share, as applicable, related to Old Offerpad convertible preferred stock and common stock prior to the Business Combination have been retroactively converted as shares by applying the exchange ratio established in the Business Combination. Basis of Presentation and Interim Financial Information The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and note disclosures required for annual financial statements have been condensed or excluded pursuant to GAAP and SEC rules and regulations. Accordingly, the unaudited interim condensed consolidated financial statements do not include all of the information and note disclosures required by GAAP for complete financial statements. Therefore, this information should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s audited consolidated financial statements as of and for th e year ended December 31, 2020 included in the prospectus that constituted part of the Company’s Registration Statement on Form S-1 (File No. 333-259790), which was filed with the SEC on September 24, 2021 and declared effective by the SEC on October 1, 2021. The accompanying financial information reflects all adjustments which are, in the opinion of the Comp any’s management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Significant estimates include those related to the net realizable value of inventory, warrant liabilities, stock-based compensation, and deferred income tax allowances, among others. Actual results could differ from those estimates. Principles of Consolidation The Company’s condensed consolidated financial statements include the assets, liabilities, revenues and expenses of the Company, its wholly owned operating subsidiaries and variable interest entities where the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. Under the provisions of ASC 280, Segment Reporting, the Company is not organized around specific services or geographic regions. The Company operates in one service line, providing a home buying and selling platform. We determined that our Chief Executive Officer is the Chief Operating Decision Maker (CODM) and he uses financial information, business prospects, competitive factors, operating results and other non-U.S. GAAP financial ratios to evaluate our performance, which is the same basis on which our results and performance are communicated to our Board of Directors. Based on the information described above and in accordance with the applicable literature, management has concluded that we are organized and operated as one operating and reportable segment on a consolidated basis for each of the periods presented. Cash and Cash Equivalents Cash includes demand deposits with banks and financial institutions. Cash equivalents include only investments with initial maturities of three months or less that are highly liquid and readily convertible to known amounts of cash. Restricted Cash Restricted cash consists of cash received from the resale of homes that is specifically designated to repay borrowings under one of the Company’s secured credit facilities and is typically released within a few days of the home sale. Concentrations of Credit Risk Financial instruments that are potentially subject to concentrations of credit risk are primarily cash and cash equivalents. Cash and cash equivalents are placed with major financial institutions deemed to be of high-credit-quality in order to limit credit exposure. Cash is regularly maintained in excess of federally insured limits at the financial institutions. Management believes that the Company is not exposed to any significant credit risk related to cash deposits. Accounts Receivable Accounts receivable are generated through the sale of a home and generally results in a one- or two-day delay in receiving cash from the title company. Accounts receivable are stated at the amount management expects to collect from outstanding balances. Most of the Company’s transactions are processed through escrow and therefore, collectability is reasonably assured. The Company reviews accounts receivable on a regular basis and estimates an amount of losses for uncollectible accounts based on its historical collections, age of the receivable, and any other known conditions that may affect collectability. Inventory Inventory consists of acquired homes and are stated at the lower of cost or net realizable value, with cost determined by the specific identification of each home. Costs include initial purchase costs and renovation costs, as well as holding costs and interest incurred during the renovation period, prior to the listing date. Selling costs, including commissions and holding costs incurred after listing date, are expensed as incurred and included in sales, marketing and operating expenses. The Company reviews inventory for indicators that net realizable value is lower than cost. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized in cost of revenue and the related inventory is adjusted to its net realizable value. The Company recorded inventory impairments of $ 1.0 million and $ 0.1 million during the three months ended September 30, 2021 and 2020 , respectively, and $ 1.3 million and $ 3.0 million during the nine months ended September 30, 2021 and 2020, respectively. Inventory is classified into three categories: Homes under renovation, homes listed for sale, and homes under contract to sell. Property and Equipment Property and equipment is recorded at cost and primarily consist of rooftop solar panel systems installed on residential real estate and properties held for use. The Company depreciates its property and equipment for financial statement purposes using the straight-line method based on the estimated useful lives of the assets. The estimated useful lives of property and equipment by asset category are described below: Property and Equipment Category Estimated Useful Life Rooftop solar panel systems Thirty years Properties held for use Twenty seven and a half years Leasehold improvements Lesser of estimated useful life or remaining lease term Computers and equipment Five years Office equipment and furniture Seven years Software systems Four to five years Long-Lived Asset Impairments Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. The Company recognized no impairment charges on property and equipment for the three and nine months ended September 30, 2021 and 2020 . Accrued Liabilities Accrued liabilities include accrued salaries and wages, interest, advertising, and other expenses. Warrant Liabilities The Company evaluates its financial instruments, including its outstanding warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company has outstanding public and private warrants, both of which do not meet the criteria for equity classification and are accounted for as liabilities. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts the warrants to fair value at each reporting period. The warrant liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statement of operations. The fair value of the public warrants is estimated based on the quoted market price of such warrants. The fair value of the private warrants is estimated using the Black-Scholes-Merton option-pricing model . Revenue Recognition Revenue is recognized when (or as) performance obligations are satisfied by transferring control of the promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or services. The Company applies the following steps in determining the timing and amount of revenue to recognize: (1) identify the contract with our customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract, if applicable; and (5) recognize revenue when (or as) the performance obligation is satisfied. Revenue from the sale of homes is derived from the resale of homes on the open market. Home sales revenue is recognized at the time of the closing when title to and possession of the property are transferred to the buyer. The amount of revenue recognized for each home sale is equal to the sale price of the home net of resale concessions and credits to the buyer. Cost of Revenue Cost of revenue includes the initial purchase costs, renovation costs, holding costs and interest incurred during the renovation period, prior to listing date and real estate inventory valuation adjustments, if any. These costs are accumulated in real estate inventory up until the home is ready for resale, and then charged to cost of revenue under the specific identification method when the property is sold. Sales, Marketing and Operating Sales, marketing and operating expenses consist of real estate agent commissions, advertising, and holding costs on homes incurred during the period that homes are listed for sale, which includes utilities, taxes, maintenance, and other costs. Sales, marketing and operating expense includes any headcount expenses in support of sales, marketing, and real estate inventory operations such as salaries, benefits, and stock-based compensation. Sales, marketing and operating expenses are charged to operations as incurred. The Company incurred advertising expenses of $ 13.3 million and $ 3.5 million during the three months ended September 30, 2021 and 2020 , respectively, and $ 32.2 million and $ 8.2 million during the nine months ended September 30, 2021 and 2020 , respectively. Technology and Development Technology and development expenses consist of headcount expenses, including salaries, benefits and stock-based compensation expense for employees and contractors engaged in the design, development, and testing of website applications and software development. Technology and development expenses are charged to operations as incurred. Stock-Based Compensation Stock-based compensation awards consist of stock options. The Company has historically issued stock options with exercise prices equal to the fair value of the underlying stock price. Prior to the completion of the Business Combination and listing of the Company’s common stock on the public stock exchange, the fair value of Old Offerpad common stock that underlies the stock options was determined based on then-current valuation estimates at the time of grant. Because such grants occurred prior to the public trading of the Company’s common stock, the fair value of Old Offerpad common stock was typically determined with assistance of periodic valuation analyses from an independent third-party valuation firm. The Company uses the Black-Scholes-Merton option-pricing model to determine the fair value as of the grant date for option awards. Compensation expense for all option awards is recorded on a straight-line basis over the requisite service period of the awards, which is generally the option’s vesting period. These amounts are reduced by the forfeitures as the forfeitures occur. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of Deferred Tax Asset (DTAs) and Deferred Tax Liabilities (DTLs) for the expected future tax consequences of events that have been included in the condensed consolidated financial statements. Under this method, the Company determines DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date. The Company recognizes DTAs to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax laws, and results of recent operations. If the Company determines that it would be able to realize its DTAs in the future in excess of their net recorded amount, the Company would make an adjustment to the DTA valuation allowance, which would reduce the provision for income taxes. Consolidation of Variable Interest Entities The Company is a variable interest holder in certain entities in which equity investors at risk do not have the characteristics of a controlling financial interest or where the entity does not have enough equity at risk to finance its activities without additional subordinated financial support from other parties; these entities are VIEs. The Company’s variable interest arises from contractual, ownership or other monetary interest in the entity, which fluctuates based on the VIE’s economic performance. The Company consolidates a VIE if it is the primary beneficiary. The Company is the primary beneficiary if it has a controlling financial interest, which includes both the power to direct the activities that most significantly impact the economic performance of the VIE and a variable interest that obligates the Company to absorb losses or the right to receive benefits that potentially could be significant to the VIE. The Company assesses whether it is the primary beneficiary of a VIE on an ongoing basis. Fair Value Measurements The Company accounts for assets and liabilities in accordance with accounting standards that define fair value and establish a consistent framework for measuring fair value on either a recurring or a nonrecurring basis. Fair value is an exit price representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Accounting standards include disclosure requirements relating to the fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels: Level 1 —Quoted prices in active markets for identical assets or liabilities. Level 2 —Assets or liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities. Level 3 —Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require. New Accounting Pronouncements Recently Issued Not Yet Adopted As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which provides guidance requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for substantially all leases, with the exception of short-term leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statements of operations. The Company has elected, as an EGC, to delay the adoption of this guidance until the time private companies are required to adopt, which is for annual perio ds beginning after December 15, 2021. The Company is currently evaluating the effect that the new guidance will have on its condensed consolidated financial statements and disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. The Company has elected, as an EGC, to delay the adoption of this guidance until the time private companies are required to adopt, which is for annual periods beginning after December 15, 2022. The Company is currently evaluating the effect that the new guidance will have on its condensed consolidated financial statements and disclosures. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”). ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. The Company has elected, as an EGC, to delay the adoption of this guidance until the time private companies are required to adopt, which is for annual periods beginning after December 15, 2021. The Company is currently evaluating the effect that the new guidance will have on its condensed consolidated financial statements and disclosures. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Inter Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. This guidance is optional for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. This guidance is effective from March 12, 2020 through December 31, 2022. Entities may elect to adopt the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The Company may elect to take advantage of this optional guidance in its transition away from LIBOR within certain debt contracts. While the goal of the reference rate reform transition is for it to be economically neutral to entities, the Company is currently evaluating the effect that the new guidance will have on its condensed consolidated financial statements and disclosures. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 3. BUSINESS COMBINATION On September 1, 2021, Old Offerpad and Supernova consummated the transactions contemplated by the previously announced Merger Agreement. At the Closing, each share of common stock and preferred stock of Old Offerpad that was issued and outstanding immediately prior to the effective time of the Merger (other than excluded shares as contemplated by the Merger Agreement) was cancelled and converted into the right to receive approximately 7.533 shares (the “Exchange Ratio”) of Offerpad Solutions Inc. common stock. The shares of Offerpad Solutions Inc. common stock received as consideration by Brian Bair, the Chief Executive Officer and Founder of the Company, are Class B shares, and entitle Mr. Bair or his permitted transferees to 10 votes per share until the earlier of (a) the date that is nine months following the date on which Mr. Bair (x) is no longer providing services, whether upon death, resignation, removal or otherwise, to Offerpad Solutions as a member of the senior leadership team, officer or director and (y) has not provided any such services for the duration of such nine-month period; and (b) the date as of which Mr. Bair or his permitted transferees have transferred, in the aggregate, more than seventy-five ( 75 %) of the shares of Class B common stock that were held by Mr. Bair and his permitted transferees immediately following the Closing. At the Closing, each option to purchase Old Offerpad’s common stock, whether vested or unvested, was assumed and converted into an option to purchase a number of shares of Offerpad Solutions Class A common stock in the manner set forth in the Merger Agreement. Additionally, in connection with the execution of the Merger Agreement, Supernova entered into subscription agreements, pursuant to which certain Supernova investors agreed to purchase at the closing of the Transactions an aggregate of 20,000,000 shares of Offerpad Solutions Class A common stock, for a price of $ 10.00 per share for an aggregate purchase price of $ 200.0 million (the “PIPE Investment”). The PIPE Investment was consummated simultaneously with the Closing. Further, in connection with the closing of Supernova’s initial public offering, Supernova entered into forward purchase agreements pursuant to which certain affiliates of Supernova agreed to purchase, upon the closing of the Transactions, an aggregate of 5,000,000 shares of Offerpad Solutions Class A common stock and an aggregate of 1,666,667 warrants to purchase one share of Offerpad Solutions Class A common stock, for an aggregate purchase price of $ 50,000,000 , or $ 10.00 per share of Offerpad Solutions Class A common stock and one-third of one warrant to purchase one share of Offerpad Solutions Class A common stock (“Forward Purchase Agreements”). Offerpad Solutions received the funds under the Forward Purchase Agreements upon the Closing. We accounted for the Business Combination as a reverse recapitalization whereby Old Offerpad was determined as the accounting acquirer and Supernova as the accounting acquiree. Refer to Note 2, Summary of Significant Accounting Policies, for further details. Accordingly, the Business Combination was treated as the equivalent of Old Offerpad issuing stock for the net assets of Supernova, accompanied by a recapitalization. The net assets of Supernova are stated at historical cost, with no goodwill or other intangible assets recorded. Upon the closing of the Transactions, Offerpad Solutions received total gross proceeds of $ 284.0 million, which consisted of $ 34.0 million from Supernova’s trust and operating accounts, $ 200.0 million from the PIPE Investment and $ 50.0 million from the Forward Purchase Agreements. Total transaction costs were $ 51.2 million, which principally consisted of advisory, legal and other professional fees. Cumulative debt repayments, inclusive of accrued but unpaid interest, of $ 63.4 million were paid in conjunction with the close, which included a $ 55.8 million repayment of the Secured Term Loan with First American Title Insurance Company, a $ 3.8 million repayment of a term loan that was used to finance the Company’s rooftop solar panel systems, a $ 2.5 million repayment of Notes Payable to related parties and a $ 1.3 million repayment of Notes Payable – other. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 4. INVENTORY The components of inventory, net of applicable lower of cost or net realizable value adjustments, consist of the following as of the respective period ends (in thousands): September 30, December 31, 2021 2020 Homes under renovation $ 305,622 $ 47,978 Homes listed for sale 307,658 30,826 Homes under contract to sell 288,782 92,555 Inventory $ 902,062 $ 171,359 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 5. PROPERTY AND EQUIPMENT Property and equipment consist of the following as of the respective period ends (in thousands): September 30, December 31, 2021 2020 Rooftop solar panel systems $ 5,075 $ 5,094 Properties held for use 4,399 2,790 Leasehold improvements 772 749 Software systems 318 318 Computers and equipment 265 265 Office equipment and furniture 107 70 Property and equipment, gross 10,936 9,286 Less: accumulated depreciation ( 1,380 ) ( 1,055 ) Property and equipment, net $ 9,556 $ 8,231 Depreciation expense totaled $ 0.1 million during each of the three months ended September 30, 2021 and 2020 , respectively, and $ 0.4 million and $ 0.3 million during the nine months ended September 30, 2021 and 2020 , respectively. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | NOTE 6. ACCRUED LIABILITIES Accrued liabilities consist of the following as of the respective period ends (in thousands): September 30, December 31, 2021 2020 Compensation $ 12,098 $ 6,180 Marketing 5,819 1,035 Legal and professional obligations 5,482 314 Interest 2,421 699 Payroll tax 1,510 1,250 Other 1,024 1,703 Accrued liabilities $ 28,354 $ 11,181 |
Credit Facilities and Notes Pay
Credit Facilities and Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Credit Facilities and Notes Payable | NOTE 7. CREDIT FACILITIES AND NOTES PAYABLE The following presents the carrying values of the Company’s debt as of the respective period ends (in thousands): September 30, December 31, 2021 2020 Credit facilities and notes payable, net Senior secured credit facilities with financial institutions $ 453,028 $ 49,544 Senior secured credit facility with a related party 159,999 105,397 Senior secured debt - other 59,788 — Mezzanine secured credit facilities with a related party 81,209 19,251 Notes payable with related parties — 2,385 Notes payable - other — 5,309 Debt issuance costs ( 2,983 ) ( 208 ) Total credit facilities and notes payable, net 751,041 181,678 Current portion - credit facilities and notes payable, net Total credit facilities, other debt and notes payable 509,833 50,143 Total credit facilities and notes payable, net - related party 241,208 126,825 Non current portion - credit facilities and notes payable, net Total credit facilities and notes payable — 4,710 Total credit facilities and notes payable, net $ 751,041 $ 181,678 Senior Secured Credit Facilities The Company utilizes senior secured credit facilities that are classified as current liabilities on the accompanying condensed consolidated balance sheets as amounts drawn to purchase and renovate homes are due as homes are sold, which is expected to be within 12 months. The following summarizes certain details related to the Company’s senior secured credit facilities (in thousands, except interest rates): As of September 30, 2021 Borrowing Outstanding Weighted- Maturity Senior secured credit facility with financial institution 1 $ 400,000 $ 387,186 2.59 % August 2022 Senior secured credit facility with financial institution 2 400,000 65,842 2.58 % March 2024 Senior secured credit facility with a related party 225,000 159,999 4.09 % December 2022 $ 1,025,000 $ 613,027 As of December 31, 2020 Borrowing Outstanding Weighted- Maturity Senior secured credit facility with financial institution 1 $ 200,000 $ 49,544 3.72 % August 2022 Senior secured credit facility with a related party 225,000 105,397 5.28 % December 2022 $ 425,000 $ 154,941 As of September 30, 2021 , the Company had three senior secured credit facilities, two with separate financial institutions and one with a related party, which holds more than 5 % of our Class A common stock. Senior Secured Credit Facility with Financial Institution 1 During 2021, the Company amended its senior secured credit facility with financial institution 1, which collectively increased the borrowing capacity from $ 200.0 million as of December 31, 2020 to $ 400.0 million as of September 30, 2021 ($ 100 million of which is uncommitted). Borrowings on the senior secured credit facility with financial institution 1 accrue interest at a rate based on a LIBOR reference rate plus a margin of 2.5 %. Senior Secured Credit Facility with Financial Institution 2 In September 2021, the Company entered into a Loan and Security Agreement with financial institution 2. The Loan and Security Agreement initially provides for a $ 300.0 million credit facility available over a 24-month term with an accordion feature providing for additional capacity of $ 100.0 million. Borrowings on the senior secured credit facility with financial institution 2 accrue interest at a rate based on a LIBOR reference rate plus a margin of 2.5 %. Senior Secured Credit Facility with a Related Party Borrowings on the senior secured credit facility with a related party accrue interest at a rate based on a LIBOR reference rate plus a margin of 4.0 %. Borrowings under the Company’s senior secured credit facilities are collateralized by the real estate inventory funded by the senior secured credit facility. The lenders have legal recourse only to the assets securing the debt and do not have general recourse against the Company with limited exceptions. The Company has, however, provided limited non-recourse carve-out guarantees under its senior and mezzanine secured credit facilities for certain of the SPEs’ obligations in situations involving “bad acts” by an Offerpad entity and certain other limited circumstances that are generally under the Company’s control. Each senior secured facility contains eligibility requirements that govern whether a property can be financed. When the Company resells a home, the proceeds are used to reduce the corresponding outstanding balance under both the related senior secured credit facility and the mezzanine secured credit facility. As of September 30, 2021, the Company’s senior secured credit facility with financial institution 1 matures within the next twelve months following the date these condensed consolidated financial statements are issued. The Company expects to enter into new financing arrangements or amend existing arrangements to meet its obligations as they come due, which the Company believes is probable based on its history of prior credit facility renewals and an assessment of the current lending environment. The Company believes cash on hand, in addition to the cash the Company obtained as a result of the Business Combination, PIPE Investment and Forward Purchase Agreement, together with proceeds from the resale of homes and cash from future borrowings available under each of the Company’s existing credit facilities or the entry into new financing arrangements will be sufficient to meet its obligations as they become due in the ordinary course of business for at least 12 months following the date these financial statements are issued. Mezzanine Secured Credit Facilities The Company classifies mezzanine secured credit facilities as current liabilities on the accompanying condensed consolidated balance sheets as amounts drawn to purchase and renovate homes are due as homes are sold, which is expected to be within 12 months. These facilities are structurally and contractually subordinated to the related senior secured credit facilities. The following summarizes certain details related to the Company’s mezzanine secured credit facilities (in thousands): As of September 30, 2021 As of December 31, 2020 Borrowing Outstanding Borrowing Outstanding Mezzanine secured credit facilities $ 124,700 $ 81,209 $ 68,450 $ 19,251 As of September 30, 2021 , the Company had three mezzanine secured credit facilities, all of which are with a related party, which holds more than 5% of our Class A common stock. Borrowings for each of the mezzanine secured credit facilities accrue interest at a rate of 13.00 % and the mezzanine secured credit facilities have maturity dates ranging from December 2022 through March 2024. These borrowings are collateralized by a second lien on the real estate inventory funded by the relevant credit facility. The lenders have legal recourse only to the assets securing the debt, and do not have general recourse to Offerpad with limited exceptions. When the Company resells a home, the proceeds are used to reduce the outstanding balance under both the related senior secured credit facility and the mezzanine secured credit facility. Covenants for Senior Secured Credit Facilities and Mezzanine Secured Credit Facilities The secured credit facilities include customary representations and warranties, covenants and events of default. Financed properties are subject to customary eligibility criteria and concentration limits. The terms of these facilities and related financing documents require the Company to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth or leverage (ratio of debt to equity). As of September 30, 2021, the Company was in compliance with all covenants. Senior Secured Debt - Other During July 2021, the Company entered into an arrangement with a third-party lender to support additional purchases of real estate inventory ( “Senior Secured Debt - Other”) . Borrowings on the Senior Secured Debt - Other accrue interest at a rate based on a Secured Overnight Financing Rate plus a margin of 5.74 %. The weighted-average interest rate on the Senior Secured Debt - Other as of September 30, 2021 was 5.79 %. Notes Payable In February 2020, the Company entered into a secured promissory note with a lender to finance the Company’s rooftop solar panel systems for a $ 4.3 million term loan. The note required the Company to make monthly principal and interest payments. The Company repaid $ 3.8 million on this note in September 2021 in connection with the Closing of the Business Combination transaction, which represented the outstanding balance on the note, together with accrued but unpaid interest. Accordingly, there are no amounts outstanding on this note as of September 30, 2021. The Company had unsecured notes payable of $ 1.3 million at December 31, 2020 that were included in current liabilities in the accompanying condensed consolidated balance sheet as of December 31, 2020. The balance on each note, together with accrued but unpaid interest, was repaid in September 2021 in connection with the Closing of the Business Combination transaction. The Company had unsecured notes payable to related parties of $ 2.4 million at December 31, 2020 that were included in current liabilities in the accompanying condensed consolidated balance sheet as of December 31, 2020 . The balance on each note, together with accrued but unpaid interest, was repaid in September 2021 in connection with the Closing of the Business Combination transaction. Secured Term Loan On June 30, 2021, Offerpad entered into a credit agreement (the “First American Credit Agreement”) with First American Title Insurance Company, which is an affiliate of First American, which holds more than 5% of our Class A common stock. Additionally, Kenneth DeGiorgio, who is a member of our board of directors, is the president of First American. Under the First American Credit Agreement , we borrowed a principal amount of $ 30.0 million. In August 2021, we amended the First American Credit Agreement to borrow an additional $ 25.0 million. The loan accrued interest at an annual rate of 12.0 %. The principal amounts of the loan, together with all accrued but unpaid interest, were repaid in September 2021 in connection with the Closing of the Business Combination. Accordingly, there are no amounts outstanding on this loan as of September 30, 2021 . |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Warrant Liabilities | NOTE 8. WARRANT LIABILITIES In connection with the Business Combination, the Company assumed 13,416,637 public warrants and 6,700,000 private placement warrants, both of which were previously issued by Supernova. Further, upon the closing of the Business Combination, an additional 1,666,667 private placement warrants were issued. As such, as of September 1, 2021, the Company had outstanding warrants to purchase an aggregate of up to 21,783,304 shares of Offerpad Solutions Class A common stock that will become exercisable securities in the future after certain requirements have been met. During the three months ended September 30, 2021 , no warrants were exercised. Accordingly, as of September 30, 2021, the Company had 13,416,637 public warrants and 8,366,667 private placement warrants outstanding . Public Warrants Each public warrant entitles the registered holder to acquire one share of the Company’s Class A common stock at a price of $ 11.50 per share, subject to adjustment as discussed below. The warrants became exercisable on October 23, 2021. A holder may exercise its warrants only for a whole number of shares of Class A common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The public warrants will expire September 1, 2026 , or earlier upon redemption or liquidation. Redemption of warrants for cash The Company may call the public warrants for redemption for cash: in whole and not in part; at a price of $ 0.01 per warrant; upon not less than 30 days’ prior written notice of redemption to each warrant holder; and if, and only if, the last reported sale price of the Company’ s Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of the Company ’s Class A common stock and equity-linked securities) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company for cash, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants for shares of Class A common stock The Company may redeem the outstanding warrants for shares of Class A common stock: in whole and not in part; at $ 0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares determined by reference to an agreed table, based on the redemption date and the “fair market value” of Class A common stock (as defined below) except as otherwise described below; if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $ 10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of the Company’s Class A common stock and equity-linked securities) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and if and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of our Class A common stock) as the outstanding public warrants, as described above. The “fair market value” of the Class A common stock shall mean the average of the last reported sales price for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). Private Placement Warrants The private placement warrants are not redeemable by us so long as they are held by the Supernova Sponsor or its permitted transferees, except in certain limited circumstances. The Supernova Sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis and the Supernova Sponsor and its permitted transferees has certain registration rights related to the private placement warrants (including the shares of Class A common stock issuable upon exercise of the private placement warrants). Except as described in this section, the private placement warrants have terms and provisions that are identical to those of the public warrants. If the private placement warrants are held by holders other than the Supernova Sponsor or its permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the public warrants |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The fair values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and certain prepaid and other current assets and accrued expenses approximate carrying values because of their short-term nature. The Company’s credit facilities are carried at amortized cost and the carrying value approximates fair value because of their short-term nature. The Company’s liabilities that are measured at fair value on a recurring basis consist of the following as of September 30, 2021 (in thousands): Description Quoted Prices in Significant Other Significant Public warrant liabilities $ 23,480 $ — $ — Private placement warrant liabilities $ — $ — $ 16,231 Public Warrants The fair value of the public warrants is estimated based on the quoted market price of such warrants on the valuation date. The public warrants were initially recognized as a liability in connection with the Business Combination on September 1, 2021 at a fair value of $ 16.2 million. As of September 30, 2021 , the estimated fair value of the public warrants was $ 23.5 million. The $ 7.3 million change in fair value of the public warrants between September 1, 2021 and September 30, 2021 is recorded in Change in fair value of warrant liabilities in our Condensed Consolidated Statements of Operations during the three and nine months ended September 30, 2021. Private Placement Warrants The private placement warrants were initially recognized as a liability in connection with the Business Combination on September 1, 2021. The following summarizes the changes in the Company ’ s private placement warrant liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the respective periods (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Beginning balance $ — $ — $ — $ — Initial fair value of private placement warrants 10,291 — 10,291 — Change in fair value of private placement warrants included in net loss 5,940 — 5,940 — Ending balance $ 16,231 $ — $ 16,231 $ — The fair value of the private placement warrants is estimated using the Black-Scholes-Merton option-pricing model based on the following key assumptions and significant inputs as of the respective valuation dates: September 30, September 1, Volatility 34.50 % 25.00 % Stock price $ 8.72 $ 8.80 Expected life of the options to convert 4.919 5.000 Risk-free rate 0.98 % 0.78 % Dividend yield 0.00 % 0.00 % Volatility: Expected volatility is estimated using a Monte Carlo simulation model to determine volatility based on the trading price of the public warrants and to reflect the probability of different outcomes. Expected Life: The expected life of the warrants is assumed to be equivalent to their remaining contractual term . Risk-Free Interest Rate: The risk-free interest rate is estimated based on the U.S. Treasury zero-coupon yield curve on the valuation date for a maturity similar to the expected remaining life of the warrants. Expected Dividend Yield: The expected dividend yield assumption considers that we have not historically paid dividends and we do not expect to pay dividends in the foreseeable future. There were no transfers between Levels 1, 2, and 3 during the three and nine months ended September 30, 2021 and 2020 . |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholder's Equity | NOTE 10. STOCKHOLDERS ’ EQUITY Authorized Capital Stock The Company’ s charter authorizes the issuance of 2,370,000,000 shares, which includes Class A common stock, Class B common stock, Class C common stock and preferred stock. Class A Common Stock Subsequent to the Closing of the Business Combination, our Class A common stock and warrants began trading on the New York Stock Exchange (“NYSE”) under the symbols “OPAD” and “OPAD WS,” respectively. Pursuant to the Company’ s charter, the Company is authorized to issue 2,000,000,000 shares of Class A common stock, par value $ 0.0001 per share. As of September 30, 2021 , we had 223.5 million shares of Class A common stock issued and outstanding. Prior to the Business Combination, Old Offerpad had outstanding shares of Series A, Series A-1, Series A-2, Series B and Series C convertible preferred stock (collectively, “Preferred Stock”). Upon the Closing of the Business Combination , each share of Old Offerpad’s Preferred Stock and common stock that was issued and outstanding immediately prior to the effective time of the Merger was cancelled and converted into Offerpad Solutions Inc. Class A common stock with the application of the Exchange Ratio as discussed in Note 3 - Business Combination. Additionally, we have outstanding warrants to purchase shares of Offerpad Solutions Class A common stock that will become exercisable securities in the future after certain requirements have been met. Refer to Note 8 - Warrant Liabilities. Class B Common Stock Pursuant to the Company’ s charter, the Company is authorized to issue 20,000,000 shares of Class B common stock, par value $ 0.0001 per share. In connection with the Closing of the Business Combination, Brian Bair, the Chief Executive Officer and Founder of the Company, or entities controlled by Mr. Bair, received Class B shares of Offerpad Solutions Inc. common stock as consideration. These Class B shares entitle Mr. Bair or his permitted transferees to 10 votes per share until the earlier of (a) the date that is nine months following the date on which Mr. Bair (x) is no longer providing services, whether upon death, resignation, removal or otherwise, to Offerpad Solutions as a member of the senior leadership team, officer or director and (y) has not provided any such services for the duration of such nine-month period; and (b) the date as of which Mr. Bair or his permitted transferees have transferred, in the aggregate, more than seventy-five ( 75 %) of the shares of Class B common stock that were held by Mr. Bair and his permitted transferees immediately following the Closing. As of September 30, 2021 , we had 14.8 million shares of Class B common stock issued and outstanding. Class C Common Stock Pursuant to the Company’ s charter, the Company is authorized to issue 250,000,000 shares of Class C common stock, par value $ 0.0001 per share. Our Class C common stock will entitle its holder to have substantially the same rights as Class A common stock, except it will not have any voting rights. As of September 30, 2021 , there were no shares of Class C common stock issued and outstanding. Pre ferred Stock Pursuant to the Company’ s charter, the Company is authorized to issue 100,000,000 shares of preferred stock, par value $ 0.0001 per share. Our board of directors has the authority without action by the stockholders, to designate and issue shares of preferred stock in one or more classes or series, and the number of shares constituting any such class or series, and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of preferred stock, including, without limitation, dividend rights, conversion rights, redemption privileges and liquidation preferences, which rights may be greater than the rights of the holders of the common stock. As of September 30, 2021 , there were no shares of preferred stock issued and outstanding. Dividends Our Class A and Class B common stock are entitled to dividends if and when any dividend is declared by our board of directors, subject to the rights of all classes of stock outstanding having priority rights to dividends. We have not paid any cash dividends on common stock to date. We may retain future earnings, if any, for the further development and expansion of our business and have no current plans to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be made at the discretion of our board of directors and will depend on, among other things, our financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as our board of directors may deem relevant. |
Stock-Based Awards
Stock-Based Awards | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Awards | NOTE 11. STOCK-BASED AWARDS 2016 Stock Plan Prior to the Closing of the Business Combination, the Company maintained the OfferPad 2016 Stock Option and Grant Plan (the “2016 Plan”) that allowed for granting of incentive and non-qualified stock options to employees, directors, and consultants. In connection with the Business Combination, each option granted under the 2016 Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, was assumed and converted into an option to purchase a number of shares of Class A common stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Old Offerpad common stock subject to such Old Offerpad option immediately prior to the Business Combination and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of such Old Offerpad option immediately prior to the consummation of the Business Combination by (B) the Exchange Ratio. Stock option activity prior to the Business Combination was retroactively adjusted to reflect this conversion. Awards outstanding under the 2016 Plan were assumed by Offerpad Solutions upon the Closing and continue to be governed by the terms and conditions of the 2016 Plan and applicable award agreement. Shares of our common stock subject to awards granted under the 2016 Plan that expire unexercised or are cancelled, terminated, or forfeited in any manner without issuance of shares thereunder following the effective date of the 2021 Plan (as defined below), will not become available for issuance under the 2021 Plan. In connection with the completion of the Business Combination and the adoption of the 2021 Plan, no additional awards will be granted under the 2016 Plan. 2021 Equity Incentive Plans In connection with the Business Combination, our board of directors adopted, and our stockholders approved, the Offerpad Solutions Inc. 2021 Incentive Award Plan (the “2021 Plan”) under which 26,333,222 shares of Class A common stock were initially reserved for issuance. The 2021 Plan allows for the issuance of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock or cash based awards. The number of shares of the Company’s Class A common stock available for issuance under the 2021 Plan automatically increases on the first day of each calendar year, beginning on and including January 1, 2022 and ending on and including January 1, 2031 equal to the lesser of (i) a number of shares such that the aggregate number of Class A shares available for grant under the 2021 Plan immediately following such increase shall be equal to 5 % of the number of fully-diluted shares on the final day of the immediately preceding calendar year and (ii) such smaller number of Class A shares as is determined by the Company’s board of directors. As of September 30, 2021 , no awards have been granted under the 2021 Plan. In connection with the close of the Business Combination, the Company’s board of directors approved the Offerpad Solutions Inc. 2021 Employee Stock Purchase Plan (“ESPP”). There are 2,633,322 shares of Class A common stock initially reserved for issuance under the ESPP. The number of shares of the Company’s Class A common stock available for issuance under the ESPP automatically increases on the first day of each calendar year, beginning on and including January 1, 2022 and ending on and including January 1, 2031, by the lesser of (a) a number of shares such that the aggregate number of shares of Class A common stock available for grant under the ESPP immediately following such increase shall be equal to 1 % of the number of fully-diluted shares on the final day of the immediately preceding calendar year and (b) such smaller number of Class A shares as determined by the Company’s board of directors; provided that, no more than 50,000,000 shares may be issued under the ESPP. As of September 30, 2021 , no shares have been issued under the ESPP. Stock options The following summarizes stock option activity for the nine months ended September 30, 2021: Options (in thousands) Nonemployee (in thousands) Total (in thousands) Weighted- Weighted-Average (in years) Aggregate (in thousands) Outstanding as of December 31, 2020 3,462 201 3,663 $ 5.09 7.40 $ 14,619 Retroactive conversion of shares due to Business Combination 22,613 1,315 23,928 ( 4.41 ) Outstanding as of December 31, 2020, as converted 26,075 1,516 27,591 0.68 7.40 14,619 Granted 1,559 — 1,559 1.22 Exercised ( 1,252 ) ( 543 ) ( 1,795 ) 0.35 Forfeited ( 521 ) ( 182 ) ( 703 ) 0.65 Outstanding as of September 30, 2021 25,861 791 26,652 0.73 7.09 145,943 Exercisable as of September 30, 2021 17,941 0.58 6.38 78,143 Vested and expected to vest as of September 30, 2021 26,652 0.73 7.09 145,943 The Company has historically issued stock options with exercise prices equal to the fair value of the underlying stock price. Prior to the completion of the Business Combination and listing of the Company’s common stock on the public stock exchange, the fair value of Old Offerpad common stock that underlies the stock options was determined based on then-current valuation estimates at the time of grant. Because such grants occurred prior to the public trading of the Company’s common stock, the fair value of Old Offerpad common stock was typically determined with assistance of periodic valuation analyses from an independent third-party valuation firm. The Company determines the grant-date fair value of stock option awards using a Black-Scholes option pricing model with the following assumptions: Expected Term: The expected term represents the period of time that the option grants are expected to be outstanding and is estimated using the midpoint between the requisite service period and the contractual term of the options. Risk-Free Interest Rate: The risk-free interest rate is estimated using the rate of return on U.S. treasury notes with a life that approximates the expected term. Volatility: As our shares have not previously been publicly traded prior to the Business Combination, and have not regularly traded privately, expected volatility for awards granted prior to the Business Combination was estimated based on the average historical volatility of similar entities with publicly traded shares over the relevant vesting or estimated liquidity period. Expected Dividend Yield: The expected dividend yield assumption considers that we have not historically paid dividends and we do not expect to pay dividends in the foreseeable future. No option awards have been granted from the date of the Business Combination through September 30, 2021 . The range of assumptions used in the Black-Scholes Model for options granted during 2021 prior to the Business Combination are as follows: 2021 Range Expected term (in years) 5.97 - 6.10 Risk-free interest rate 0.64 % - 0.67 % Expected volatility 52.5 % - 52.7 % Dividend yield — Fair value on grant date $ 4.49 - $ 4.55 The Company recognized stock-based compensation expense of $ 1.0 million and $ 0.4 million for the three months ended September 30, 2021 and 2020 , respectively, and $ 2.3 million and $ 0.9 million for the nine months ended September 30, 2021 and 2020, respectively, as part of operating expenses in the accompanying condensed consolidated statements of operations. As of September 30, 2021 , the Company had $ 4.3 million of unrecognized stock-based compensation expense related to outstanding awards. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2021 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | NOTE 12. VARIABLE INTEREST ENTITIES The Company formed certain special purpose entities (each, an “SPE”) to purchase and sell residential properties. Each SPE is a wholly owned subsidiary of the Company and a separate legal entity, and neither the assets nor credit of any such SPE are available to satisfy the debts and other obligations of any affiliate or other entity. The credit facilities are secured by the assets and equity of one or more SPEs. These SPEs are variable interest entities, and the Company is the primary beneficiary as it has the power to control the activities that most significantly impact the SPEs’ economic performance and the obligation to absorb losses of the SPEs or the right to receive benefits from the SPEs that could potentially be significant to the SPEs. The SPEs are consolidated within the Company’s condensed consolidated financial statements. The following summarizes the assets and liabilities related to the VIEs as of the respective period ends (in thousands): September 30, December 31, 2021 2020 Assets Restricted cash $ 20,024 $ 6,804 Accounts receivable 8,345 1,638 Inventory 900,283 171,212 Prepaid expenses and other current assets 2,879 1,036 Property and equipment, net 4,377 2,772 Total assets $ 935,908 $ 183,462 Liabilities Accounts payable $ 4,561 $ 716 Accrued liabilities 2,442 575 Secured credit facilities and notes payable, net - current portion 751,041 173,539 Secured credit facilities and notes payable - net of current portion — 653 Total liabilities $ 758,044 $ 175,483 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 13. EARNINGS PER SHARE Basic earnings per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated based on the weighted average number of common shares plus the incremental effect of dilutive potential common shares outstanding during the period. In periods when losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. The components of basic and diluted earnings per share are as follows (in thousands, except per share data): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Numerator: Net loss $ ( 15,303 ) $ ( 2,944 ) $ ( 6,346 ) $ ( 21,799 ) Denominator: Weighted average common shares outstanding, basic 115,985 57,865 78,191 57,865 Dilutive effect of preferred stock (1) — — — — Dilutive effect of stock options (1) — — — — Dilutive effect of warrants (1) — — — — Weighted average common shares outstanding, diluted 115,985 57,865 78,191 57,865 Net loss per share, basic $ ( 0.13 ) $ ( 0.05 ) $ ( 0.08 ) $ ( 0.38 ) Net loss per share, diluted $ ( 0.13 ) $ ( 0.05 ) $ ( 0.08 ) $ ( 0.38 ) Anti-dilutive securities excluded from diluted loss per share: Anti-dilutive preferred stock (1) — 138,612 — 138,612 Anti-dilutive stock options (1) 26,652 22,973 26,652 22,973 Anti-dilutive warrants (1) — 1,887 — 1,887 (1) Due to the net loss during each of the three and nine months ended September 30, 2021 and 2020 , no dilutive securities were included in the calculation of diluted loss per share because they would have been anti-dilutive. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14. INCOME TAXES The Company’s effective tax rate (ETR) was ( 0.5 )% and ( 2.8 )% for three and nine months ended September 30, 2021, respectively, and 0 % for each of the three and nine months ended September 30, 2020, respectively. The Company’s ETR during each of the three and nine months ended September 30, 2021 differed from the federal statutory rate of 21 % primarily due to changes in the valuation allowance, stock-based compensation, and state taxes. The valuation allowance recorded against our net deferred tax assets was $ 34.0 million as of September 30, 2021. As of September 30, 2021, we continue to have a full valuation allowance recorded against all deferred tax assets and will continue to evaluate our valuation allowance in future periods for any change in circumstances that causes a change in judgment about the realizability of the deferred tax assets. The amount of the deferred tax assets considered realizable; however, could be adjusted in future periods if estimates of future taxable income during the carryforward period are increased, if objective negative evidence in the form of cumulative losses is no longer present, and if we employ tax planning strategies in the future. Section 382 of the Internal Revenue Code (the “Code”) limits the use of net operating losses and tax credit carryforwards in certain situations where changes occur in the stock ownership of a company. Further, a portion of the carryforwards may expire before being used to reduce future income tax liabilities. The Business Combination on September 1, 2021 resulted in a change in ownership under Section 382 of the Code. H owever. the Company believes that this ownership change does not result in a permanent limitation that will reduce the total amount of net operating loss carryforwards and credits that can be used. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 15. RELATED-PARTY TRANSACTIONS LL Credit Facilities As of September 30, 2021 , we have one senior secured credit facility with a related party, and three mezzanine secured credit facilities, all of which are with a related party. The following summarizes certain details related to these facilities (in thousands): As of September 30, 2021 As of December 31, 2020 Borrowing Outstanding Borrowing Outstanding Senior secured credit facility with a related party $ 225,000 $ 159,999 $ 225,000 $ 105,397 Mezzanine secured credit facilities $ 124,700 $ 81,209 $ 68,450 $ 19,251 Since October 26, 2016, we have been party to a loan and security agreement (the “LL Funds Loan Agreement”), with LL Private Lending Fund, L.P. and LL Private Lending Fund II, L.P., both of which are affiliates of LL Capital Partners I, L.P., which holds more than 5 % of our Class A common stock. Additionally, Roberto Sella, who is a member of our board of directors, is the managing partner of LL Funds. The LL Funds Loan Agreement is comprised of a senior secured credit line and a mezzanine secured loan, under which we may borrow loans up to a maximum principal amount of line of $ 225.0 million and $ 43.45 million, respectively. Interest accrues on the senior secured credit line and the mezzanine secured credit line at rates of LIBOR + 4.0 % and 13.0 %, respectively. We paid interest for borrowings under the LL Funds Loan Agreement of $ 2.6 million and $ 1.0 million in the three months ended September 30, 2021 and 2020 , respectively, and $ 5.8 million and $ 6.4 million in the nine months ended September 30, 2021 and 2020, respectively. Since March 16, 2020, we have also been party to a mezzanine loan and security agreement (the “LL Mezz Loan Agreement”), with LL Private Lending Fund II, L.P., which is an affiliate of LL Capital Partners I, L.P., which holds more than 5 % of our Class A common stock. Additionally, Roberto Sella, who is a member of our board of directors, is the managing partner of LL Funds. Under the LL Mezz Loan Agreement, we may borrow loans up to a maximum principal amount of line of $ 31.25 million. Interest ac crues on the mezzanine secured credit line at a rate of 13.0 %. We paid interest for borrowings under the LL Mezz Loan Agreement of $ 0.9 million and $ 0.1 m illion in the three months ended September 30, 2021 and 2020 , respectively, and $ 1.6 million and $ 0.3 million in the nine months ended September 30, 2021 and 2020, respectively. Since September 10, 2021, we have been party to a loan and security agreement (the “Loan and Security Agreement”) for which LL Private Lending Fund II L.P is a lender. LL Private Lending Fund II L.P. is an affiliate of LL Capital Partners I, L.P., which holds more than 5 % of our Class A common stock. Additionally, Roberto Sella, who is a member of our board of directors, is the managing partner of LL Funds. The Loan and Security Agreement is comprised of (i) a $ 300.0 million credit facility available over a 24-month term with an accordion feature providing for additional capacity of $ 100.0 million, which a financial institution is lender to, and (ii) a mezzanine facility of $ 37.5 million, with an accordion feature providing for an additional capacity of $ 12.5 million, for which LL Private Lending Fund II L.P. is lender. The mezzanine facility has an interest rate of 13.0 % per annum. We paid interest for borrowings under the mezzanine facility of $ 0.02 million in each of the three and nine months ended September 30, 2021. Commercial Relationship with First American Financial Corporation First American Financial Corporation (“First American”), which holds more than 5 % of our Class A common stock, through its subsidiaries is a provider of title insurance and settlement services for real estate transactions and a provider of property data services. Additionally, Kenneth DeGiorgio, who is a member of our board of directors, is the president of First American. We use First American’s services in the ordinary course of its home-buying and home-selling activities. We paid First American $ 3.2 million and $ 1.3 million during the three months ended September 30, 2021 and 2020 , respectively, and $ 7.5 million and $ 5.7 million during the nine months ended September 30, 2021 and 2020, respectively, for its services, inclusive of the fees for property data services. Credit Agreement with First American On June 30, 2021, Offerpad entered into a credit agreement (the “First American Credit Agreement”) with First American Title Insurance Company, which is an affiliate of First American, which holds more than 5 % of our Class A common stock. Additionally, Kenneth DeGiorgio, who is a member of our board of directors, is the president of First American. Under the First American Credit Agreement , we borrowed a principal amount of $ 30.0 million. In August 2021, we amended the First American Credit Agreement to borrow an additional $ 25.0 million. The largest amount of principal outstanding under the First American Credit Agreement, as amended, was $ 55.0 million. The loan accrued interest at an annual rate of 12.0 %. We used the loan to help continue to fund our ongoing operations through the consummation of the Business Combination. The principal amounts of the loan, together with all accrued but unpaid interest, were repaid in connection with the Closing of the Business Combination. Notes Payable From August 2015 to January 2017, Offerpad issued an aggregate of $ 1.1 million in notes payable to immediate family members of Brian Bair, Offerpad’s chief executive officer and a member of its board of directors. The notes payable bear interest at a rate of 14.0 % per annum, are pre-payable and have no set maturity date. Offerpad paid interest for borrowings under the notes payable of $ 0.05 million in each of the three months ended September 30, 2021 and 2020 , respectively, and $ 0.13 million in each of the nine months ended September 30, 2021 and 2020 , respectively, and no principal. Since 2018, the largest amount of principal outstanding under these notes payable was $ 1.1 million. The principal amount of each note, together with all accrued but unpaid interest, was repaid in connection with the Closing of the Business Combination. Convertible Preferred Stock Financings In April 2018 and June 2018, Offerpad issued and sold 4,650,874 and 2,325,437 shares, respectively, of its Series B convertible preferred stock to LL Capital Partners I, L.P. for a total purchase price of $ 45.0 million. Additionally, in April 2018, Offerpad issued and sold 775,146 shares of its Series B convertible preferred stock for a total purchase price of $ 5.0 million, and issued a warrant to purchase 250,552 shares of its common stock at an exercise price of $ 6.4504 per share, to an affiliated entity of LL Capital Partners I, L.P. In February 2019 and February 2020, Offerpad issued and sold to First American 3,764,606 and 501,947 shares, respectively, of its Series C convertible preferred stock for a total purchase price of $ 85.0 million. Compensation of Immediate Family Members of Brian Bair Offerpad employs two of Brian Bair’s brothers, along with Mr. Bair’s sister-in-law. The following details the total compensation paid to Mr. Bair’s brothers and Mr. Bair’s sister-in-law during the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Mr. Bair’s brother 1 $ 75 $ 61 $ 484 $ 175 Mr. Bair’s brother 2 73 56 384 231 Mr. Bair’s sister-in-law 34 28 103 86 $ 182 $ 145 $ 971 $ 492 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16. COMMITMENTS AND CONTINGENCIES As of September 30, 2021 , the Company was under contract to purchase 415 homes for an aggregate purchase price of $ 140.0 million. The Company’s other long-term commitments, which principally include operating leases and other commitments relating to marketing, information technology and administration services, have the following approximate minimum annual payments as of September 30, 2021 (in thousands): Remainder of 2021 $ 1,615 2022 2,193 2023 1,749 2024 1,379 2025 625 2026 144 $ 7,705 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 17. SUBSEQUENT EVENTS The Company has determined that there have been no events that have occurred that would require recognition in the condensed consolidated financial statements or additional disclosure herein. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Impact of Business Combination | Basis of Presentation and Impact of Business Combination We accounted for the September 1, 2021 Business Combination as a reverse recapitalization whereby Old Offerpad was determined as the accounting acquirer and Supernova as the accounting acquiree. This determination was primarily based on: former Offerpad stockholders having the largest voting interest in Offerpad Solutions; the board of directors of Offerpad Solutions having 7 members, and Offerpad’s former stockholders having the ability to nominate the majority of the members of the board of directors; Offerpad management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day operations; the post-combination company assuming the Offerpad name; Offerpad Solutions maintaining the pre-existing Offerpad headquarters; and the intended strategy of Offerpad Solutions being a continuation of Offerpad’s strategy. Accordingly, the Business Combination was treated as the equivalent of Old Offerpad issuing stock for the net assets of Supernova, accompanied by a recapitalization. The net assets of Supernova are stated at historical cost, with no goodwill or other intangible assets recorded. While Supernova was the legal acquirer in the Business Combination, because Old Offerpad was determined as the accounting acquirer, the historical financial statements of Old Offerpad became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in t he accompanying unaudited interim condensed consolidated financial statements reflect (i) the historical operating results of Old Offerpad prior to the Business Combination; (ii) the combined results of the Company and Old Offerpad following the closing of the Business Combination; (iii) the assets and liabilities of Old Offerpad at their historical cost; and (iv) the Company’s equity structure for all periods presented. In connection with the Business Combination transaction, we have converted the equity structure for the periods prior to the Business Combination to reflect the number of shares of the Company’s common stock issued to Old Offerpad ’ s stockholders in connection with the recapitalization transaction. As such, the shares, corresponding capital amounts and earnings per share, as applicable, related to Old Offerpad convertible preferred stock and common stock prior to the Business Combination have been retroactively converted as shares by applying the exchange ratio established in the Business Combination. |
Basis of Presentation and Interim Financial Information | Basis of Presentation and Interim Financial Information The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and note disclosures required for annual financial statements have been condensed or excluded pursuant to GAAP and SEC rules and regulations. Accordingly, the unaudited interim condensed consolidated financial statements do not include all of the information and note disclosures required by GAAP for complete financial statements. Therefore, this information should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s audited consolidated financial statements as of and for th e year ended December 31, 2020 included in the prospectus that constituted part of the Company’s Registration Statement on Form S-1 (File No. 333-259790), which was filed with the SEC on September 24, 2021 and declared effective by the SEC on October 1, 2021. The accompanying financial information reflects all adjustments which are, in the opinion of the Comp any’s management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Use of Estimates | Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Significant estimates include those related to the net realizable value of inventory, warrant liabilities, stock-based compensation, and deferred income tax allowances, among others. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The Company’s condensed consolidated financial statements include the assets, liabilities, revenues and expenses of the Company, its wholly owned operating subsidiaries and variable interest entities where the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. Under the provisions of ASC 280, Segment Reporting, the Company is not organized around specific services or geographic regions. The Company operates in one service line, providing a home buying and selling platform. We determined that our Chief Executive Officer is the Chief Operating Decision Maker (CODM) and he uses financial information, business prospects, competitive factors, operating results and other non-U.S. GAAP financial ratios to evaluate our performance, which is the same basis on which our results and performance are communicated to our Board of Directors. Based on the information described above and in accordance with the applicable literature, management has concluded that we are organized and operated as one operating and reportable segment on a consolidated basis for each of the periods presented. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash includes demand deposits with banks and financial institutions. Cash equivalents include only investments with initial maturities of three months or less that are highly liquid and readily convertible to known amounts of cash. |
Restricted Cash | Restricted Cash Restricted cash consists of cash received from the resale of homes that is specifically designated to repay borrowings under one of the Company’s secured credit facilities and is typically released within a few days of the home sale. |
Concentration of Credit Risk | Concentrations of Credit Risk Financial instruments that are potentially subject to concentrations of credit risk are primarily cash and cash equivalents. Cash and cash equivalents are placed with major financial institutions deemed to be of high-credit-quality in order to limit credit exposure. Cash is regularly maintained in excess of federally insured limits at the financial institutions. Management believes that the Company is not exposed to any significant credit risk related to cash deposits. |
Accounts Receivable | Accounts Receivable Accounts receivable are generated through the sale of a home and generally results in a one- or two-day delay in receiving cash from the title company. Accounts receivable are stated at the amount management expects to collect from outstanding balances. Most of the Company’s transactions are processed through escrow and therefore, collectability is reasonably assured. The Company reviews accounts receivable on a regular basis and estimates an amount of losses for uncollectible accounts based on its historical collections, age of the receivable, and any other known conditions that may affect collectability. |
Inventory | Inventory Inventory consists of acquired homes and are stated at the lower of cost or net realizable value, with cost determined by the specific identification of each home. Costs include initial purchase costs and renovation costs, as well as holding costs and interest incurred during the renovation period, prior to the listing date. Selling costs, including commissions and holding costs incurred after listing date, are expensed as incurred and included in sales, marketing and operating expenses. The Company reviews inventory for indicators that net realizable value is lower than cost. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized in cost of revenue and the related inventory is adjusted to its net realizable value. The Company recorded inventory impairments of $ 1.0 million and $ 0.1 million during the three months ended September 30, 2021 and 2020 , respectively, and $ 1.3 million and $ 3.0 million during the nine months ended September 30, 2021 and 2020, respectively. Inventory is classified into three categories: Homes under renovation, homes listed for sale, and homes under contract to sell. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost and primarily consist of rooftop solar panel systems installed on residential real estate and properties held for use. The Company depreciates its property and equipment for financial statement purposes using the straight-line method based on the estimated useful lives of the assets. The estimated useful lives of property and equipment by asset category are described below: Property and Equipment Category Estimated Useful Life Rooftop solar panel systems Thirty years Properties held for use Twenty seven and a half years Leasehold improvements Lesser of estimated useful life or remaining lease term Computers and equipment Five years Office equipment and furniture Seven years Software systems Four to five years |
Long-Lived Asset Impairments | Long-Lived Asset Impairments Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. The Company recognized no impairment charges on property and equipment for the three and nine months ended September 30, 2021 and 2020 . |
Accrued Liabilities | Accrued Liabilities Accrued liabilities include accrued salaries and wages, interest, advertising, and other expenses. |
Warrant Liabilities | Warrant Liabilities The Company evaluates its financial instruments, including its outstanding warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company has outstanding public and private warrants, both of which do not meet the criteria for equity classification and are accounted for as liabilities. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts the warrants to fair value at each reporting period. The warrant liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s unaudited condensed consolidated statement of operations. The fair value of the public warrants is estimated based on the quoted market price of such warrants. The fair value of the private warrants is estimated using the Black-Scholes-Merton option-pricing model . |
Revenue Recognition | Revenue Recognition Revenue is recognized when (or as) performance obligations are satisfied by transferring control of the promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or services. The Company applies the following steps in determining the timing and amount of revenue to recognize: (1) identify the contract with our customer; (2) identify the performance obligation(s) in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract, if applicable; and (5) recognize revenue when (or as) the performance obligation is satisfied. Revenue from the sale of homes is derived from the resale of homes on the open market. Home sales revenue is recognized at the time of the closing when title to and possession of the property are transferred to the buyer. The amount of revenue recognized for each home sale is equal to the sale price of the home net of resale concessions and credits to the buyer. |
Cost of Revenue | Cost of Revenue Cost of revenue includes the initial purchase costs, renovation costs, holding costs and interest incurred during the renovation period, prior to listing date and real estate inventory valuation adjustments, if any. These costs are accumulated in real estate inventory up until the home is ready for resale, and then charged to cost of revenue under the specific identification method when the property is sold. |
Sales, Marketing and Operating | Sales, Marketing and Operating Sales, marketing and operating expenses consist of real estate agent commissions, advertising, and holding costs on homes incurred during the period that homes are listed for sale, which includes utilities, taxes, maintenance, and other costs. Sales, marketing and operating expense includes any headcount expenses in support of sales, marketing, and real estate inventory operations such as salaries, benefits, and stock-based compensation. Sales, marketing and operating expenses are charged to operations as incurred. The Company incurred advertising expenses of $ 13.3 million and $ 3.5 million during the three months ended September 30, 2021 and 2020 , respectively, and $ 32.2 million and $ 8.2 million during the nine months ended September 30, 2021 and 2020 , respectively. |
Technology and Development | Technology and Development Technology and development expenses consist of headcount expenses, including salaries, benefits and stock-based compensation expense for employees and contractors engaged in the design, development, and testing of website applications and software development. Technology and development expenses are charged to operations as incurred. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation awards consist of stock options. The Company has historically issued stock options with exercise prices equal to the fair value of the underlying stock price. Prior to the completion of the Business Combination and listing of the Company’s common stock on the public stock exchange, the fair value of Old Offerpad common stock that underlies the stock options was determined based on then-current valuation estimates at the time of grant. Because such grants occurred prior to the public trading of the Company’s common stock, the fair value of Old Offerpad common stock was typically determined with assistance of periodic valuation analyses from an independent third-party valuation firm. The Company uses the Black-Scholes-Merton option-pricing model to determine the fair value as of the grant date for option awards. Compensation expense for all option awards is recorded on a straight-line basis over the requisite service period of the awards, which is generally the option’s vesting period. These amounts are reduced by the forfeitures as the forfeitures occur. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of Deferred Tax Asset (DTAs) and Deferred Tax Liabilities (DTLs) for the expected future tax consequences of events that have been included in the condensed consolidated financial statements. Under this method, the Company determines DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date. The Company recognizes DTAs to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax laws, and results of recent operations. If the Company determines that it would be able to realize its DTAs in the future in excess of their net recorded amount, the Company would make an adjustment to the DTA valuation allowance, which would reduce the provision for income taxes. |
Consolidation of Variable Interest Entities | Consolidation of Variable Interest Entities The Company is a variable interest holder in certain entities in which equity investors at risk do not have the characteristics of a controlling financial interest or where the entity does not have enough equity at risk to finance its activities without additional subordinated financial support from other parties; these entities are VIEs. The Company’s variable interest arises from contractual, ownership or other monetary interest in the entity, which fluctuates based on the VIE’s economic performance. The Company consolidates a VIE if it is the primary beneficiary. The Company is the primary beneficiary if it has a controlling financial interest, which includes both the power to direct the activities that most significantly impact the economic performance of the VIE and a variable interest that obligates the Company to absorb losses or the right to receive benefits that potentially could be significant to the VIE. The Company assesses whether it is the primary beneficiary of a VIE on an ongoing basis. |
Fair Value Measurement | Fair Value Measurements The Company accounts for assets and liabilities in accordance with accounting standards that define fair value and establish a consistent framework for measuring fair value on either a recurring or a nonrecurring basis. Fair value is an exit price representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Accounting standards include disclosure requirements relating to the fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels: Level 1 —Quoted prices in active markets for identical assets or liabilities. Level 2 —Assets or liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities. Level 3 —Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require. |
New Accounting Pronouncements Recently Issues Not Yet Adopted | New Accounting Pronouncements Recently Issued Not Yet Adopted As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which provides guidance requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for substantially all leases, with the exception of short-term leases. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statements of operations. The Company has elected, as an EGC, to delay the adoption of this guidance until the time private companies are required to adopt, which is for annual perio ds beginning after December 15, 2021. The Company is currently evaluating the effect that the new guidance will have on its condensed consolidated financial statements and disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. The Company has elected, as an EGC, to delay the adoption of this guidance until the time private companies are required to adopt, which is for annual periods beginning after December 15, 2022. The Company is currently evaluating the effect that the new guidance will have on its condensed consolidated financial statements and disclosures. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”). ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. The Company has elected, as an EGC, to delay the adoption of this guidance until the time private companies are required to adopt, which is for annual periods beginning after December 15, 2021. The Company is currently evaluating the effect that the new guidance will have on its condensed consolidated financial statements and disclosures. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Inter Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. This guidance is optional for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. This guidance is effective from March 12, 2020 through December 31, 2022. Entities may elect to adopt the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The Company may elect to take advantage of this optional guidance in its transition away from LIBOR within certain debt contracts. While the goal of the reference rate reform transition is for it to be economically neutral to entities, the Company is currently evaluating the effect that the new guidance will have on its condensed consolidated financial statements and disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Useful Lives | The estimated useful lives of property and equipment by asset category are described below: Property and Equipment Category Estimated Useful Life Rooftop solar panel systems Thirty years Properties held for use Twenty seven and a half years Leasehold improvements Lesser of estimated useful life or remaining lease term Computers and equipment Five years Office equipment and furniture Seven years Software systems Four to five years |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | The components of inventory, net of applicable lower of cost or net realizable value adjustments, consist of the following as of the respective period ends (in thousands): September 30, December 31, 2021 2020 Homes under renovation $ 305,622 $ 47,978 Homes listed for sale 307,658 30,826 Homes under contract to sell 288,782 92,555 Inventory $ 902,062 $ 171,359 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following as of the respective period ends (in thousands): September 30, December 31, 2021 2020 Rooftop solar panel systems $ 5,075 $ 5,094 Properties held for use 4,399 2,790 Leasehold improvements 772 749 Software systems 318 318 Computers and equipment 265 265 Office equipment and furniture 107 70 Property and equipment, gross 10,936 9,286 Less: accumulated depreciation ( 1,380 ) ( 1,055 ) Property and equipment, net $ 9,556 $ 8,231 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following as of the respective period ends (in thousands): September 30, December 31, 2021 2020 Compensation $ 12,098 $ 6,180 Marketing 5,819 1,035 Legal and professional obligations 5,482 314 Interest 2,421 699 Payroll tax 1,510 1,250 Other 1,024 1,703 Accrued liabilities $ 28,354 $ 11,181 |
Credit Facilities and Notes P_2
Credit Facilities and Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Line Of Credit Facility [Line Items] | |
Schedule of Carrying Values of Company Debt | The following presents the carrying values of the Company’s debt as of the respective period ends (in thousands): September 30, December 31, 2021 2020 Credit facilities and notes payable, net Senior secured credit facilities with financial institutions $ 453,028 $ 49,544 Senior secured credit facility with a related party 159,999 105,397 Senior secured debt - other 59,788 — Mezzanine secured credit facilities with a related party 81,209 19,251 Notes payable with related parties — 2,385 Notes payable - other — 5,309 Debt issuance costs ( 2,983 ) ( 208 ) Total credit facilities and notes payable, net 751,041 181,678 Current portion - credit facilities and notes payable, net Total credit facilities, other debt and notes payable 509,833 50,143 Total credit facilities and notes payable, net - related party 241,208 126,825 Non current portion - credit facilities and notes payable, net Total credit facilities and notes payable — 4,710 Total credit facilities and notes payable, net $ 751,041 $ 181,678 |
Summary of Secured Credit Facilities | The following summarizes certain details related to the Company’s senior secured credit facilities (in thousands, except interest rates): As of September 30, 2021 Borrowing Outstanding Weighted- Maturity Senior secured credit facility with financial institution 1 $ 400,000 $ 387,186 2.59 % August 2022 Senior secured credit facility with financial institution 2 400,000 65,842 2.58 % March 2024 Senior secured credit facility with a related party 225,000 159,999 4.09 % December 2022 $ 1,025,000 $ 613,027 As of December 31, 2020 Borrowing Outstanding Weighted- Maturity Senior secured credit facility with financial institution 1 $ 200,000 $ 49,544 3.72 % August 2022 Senior secured credit facility with a related party 225,000 105,397 5.28 % December 2022 $ 425,000 $ 154,941 |
Mezzanine Revolving Credit Facilities | |
Line Of Credit Facility [Line Items] | |
Summary of Secured Credit Facilities | The following summarizes certain details related to the Company’s mezzanine secured credit facilities (in thousands): As of September 30, 2021 As of December 31, 2020 Borrowing Outstanding Borrowing Outstanding Mezzanine secured credit facilities $ 124,700 $ 81,209 $ 68,450 $ 19,251 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Liabilities Measured at Fair Value on Recurring Basis | The Company’s liabilities that are measured at fair value on a recurring basis consist of the following as of September 30, 2021 (in thousands): Description Quoted Prices in Significant Other Significant Public warrant liabilities $ 23,480 $ — $ — Private placement warrant liabilities $ — $ — $ 16,231 |
Schedule of Changes in Private Placement Warrant Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs | The following summarizes the changes in the Company ’ s private placement warrant liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the respective periods (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Beginning balance $ — $ — $ — $ — Initial fair value of private placement warrants 10,291 — 10,291 — Change in fair value of private placement warrants included in net loss 5,940 — 5,940 — Ending balance $ 16,231 $ — $ 16,231 $ — |
Schedule of Fair Value of Private Placement Warrants Estimated Using Black-Scholes-Merton Option Pricing Model | The fair value of the private placement warrants is estimated using the Black-Scholes-Merton option-pricing model based on the following key assumptions and significant inputs as of the respective valuation dates: September 30, September 1, Volatility 34.50 % 25.00 % Stock price $ 8.72 $ 8.80 Expected life of the options to convert 4.919 5.000 Risk-free rate 0.98 % 0.78 % Dividend yield 0.00 % 0.00 % |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following summarizes stock option activity for the nine months ended September 30, 2021: Options (in thousands) Nonemployee (in thousands) Total (in thousands) Weighted- Weighted-Average (in years) Aggregate (in thousands) Outstanding as of December 31, 2020 3,462 201 3,663 $ 5.09 7.40 $ 14,619 Retroactive conversion of shares due to Business Combination 22,613 1,315 23,928 ( 4.41 ) Outstanding as of December 31, 2020, as converted 26,075 1,516 27,591 0.68 7.40 14,619 Granted 1,559 — 1,559 1.22 Exercised ( 1,252 ) ( 543 ) ( 1,795 ) 0.35 Forfeited ( 521 ) ( 182 ) ( 703 ) 0.65 Outstanding as of September 30, 2021 25,861 791 26,652 0.73 7.09 145,943 Exercisable as of September 30, 2021 17,941 0.58 6.38 78,143 Vested and expected to vest as of September 30, 2021 26,652 0.73 7.09 145,943 |
Schedule Of assumptions used in the Black-Scholes Model for options granted | The range of assumptions used in the Black-Scholes Model for options granted during 2021 prior to the Business Combination are as follows: 2021 Range Expected term (in years) 5.97 - 6.10 Risk-free interest rate 0.64 % - 0.67 % Expected volatility 52.5 % - 52.7 % Dividend yield — Fair value on grant date $ 4.49 - $ 4.55 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Variable Interest Entities [Abstract] | |
Summary of Assets and Liabilities Related to VIEs | The following summarizes the assets and liabilities related to the VIEs as of the respective period ends (in thousands): September 30, December 31, 2021 2020 Assets Restricted cash $ 20,024 $ 6,804 Accounts receivable 8,345 1,638 Inventory 900,283 171,212 Prepaid expenses and other current assets 2,879 1,036 Property and equipment, net 4,377 2,772 Total assets $ 935,908 $ 183,462 Liabilities Accounts payable $ 4,561 $ 716 Accrued liabilities 2,442 575 Secured credit facilities and notes payable, net - current portion 751,041 173,539 Secured credit facilities and notes payable - net of current portion — 653 Total liabilities $ 758,044 $ 175,483 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Components of Basic and Diluted Earnings Per Share | The components of basic and diluted earnings per share are as follows (in thousands, except per share data): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Numerator: Net loss $ ( 15,303 ) $ ( 2,944 ) $ ( 6,346 ) $ ( 21,799 ) Denominator: Weighted average common shares outstanding, basic 115,985 57,865 78,191 57,865 Dilutive effect of preferred stock (1) — — — — Dilutive effect of stock options (1) — — — — Dilutive effect of warrants (1) — — — — Weighted average common shares outstanding, diluted 115,985 57,865 78,191 57,865 Net loss per share, basic $ ( 0.13 ) $ ( 0.05 ) $ ( 0.08 ) $ ( 0.38 ) Net loss per share, diluted $ ( 0.13 ) $ ( 0.05 ) $ ( 0.08 ) $ ( 0.38 ) Anti-dilutive securities excluded from diluted loss per share: Anti-dilutive preferred stock (1) — 138,612 — 138,612 Anti-dilutive stock options (1) 26,652 22,973 26,652 22,973 Anti-dilutive warrants (1) — 1,887 — 1,887 (1) Due to the net loss during each of the three and nine months ended September 30, 2021 and 2020 , no dilutive securities were included in the calculation of diluted loss per share because they would have been anti-dilutive. |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transaction [Line Items] | |
Summary of Related Parties | The following details the total compensation paid to Mr. Bair’s brothers and Mr. Bair’s sister-in-law during the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Mr. Bair’s brother 1 $ 75 $ 61 $ 484 $ 175 Mr. Bair’s brother 2 73 56 384 231 Mr. Bair’s sister-in-law 34 28 103 86 $ 182 $ 145 $ 971 $ 492 |
LL Credit Facilities [Member] | |
Related Party Transaction [Line Items] | |
Summary of Related Parties | The following summarizes certain details related to these facilities (in thousands): As of September 30, 2021 As of December 31, 2020 Borrowing Outstanding Borrowing Outstanding Senior secured credit facility with a related party $ 225,000 $ 159,999 $ 225,000 $ 105,397 Mezzanine secured credit facilities $ 124,700 $ 81,209 $ 68,450 $ 19,251 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Company's Other Long Term Commitments | The Company’s other long-term commitments, which principally include operating leases and other commitments relating to marketing, information technology and administration services, have the following approximate minimum annual payments as of September 30, 2021 (in thousands): Remainder of 2021 $ 1,615 2022 2,193 2023 1,749 2024 1,379 2025 625 2026 144 $ 7,705 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Rooftop Solar Panel Systems | |
Property Plant And Equipment [Line Items] | |
Property and Equipment, Useful Life | 30 years |
Properties Held for Use | |
Property Plant And Equipment [Line Items] | |
Property and Equipment, Useful Life | 37 years 6 months |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property and Equipment, Useful Life | Lesser of estimated useful life or remaining lease term |
Computers and Equipment | |
Property Plant And Equipment [Line Items] | |
Property and Equipment, Useful Life | 5 years |
Office Equipment and Furniture | |
Property Plant And Equipment [Line Items] | |
Property and Equipment, Useful Life | 7 years |
Software Systems | Maximum | |
Property Plant And Equipment [Line Items] | |
Property and Equipment, Useful Life | 5 years |
Software Systems | Minimum | |
Property Plant And Equipment [Line Items] | |
Property and Equipment, Useful Life | 4 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Segment | Sep. 30, 2020USD ($) | |
Accounting Policies [Abstract] | ||||
Number of Operating Segments | Segment | 1 | |||
Number of Reportable Segments | Segment | 1 | |||
Impairment charges on property and equipment | $ 0 | $ 0 | $ 0 | $ 0 |
Advertising expenses | 13,300 | 3,500 | 32,200 | 8,200 |
Inventory impairments | $ 1,000 | $ 100 | $ 1,300 | $ 3,000 |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) | Sep. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Business Acquisition [Line Items] | |||
Proceeds from Business Combination | $ 284,000,000 | $ 284,011,000 | $ 0 |
Business combination transaction cost | 51,200,000 | ||
Repayment of debt | 63,400,000 | ||
Supernova's Trust and Operating Accounts | |||
Business Acquisition [Line Items] | |||
Proceeds from Business Combination | 34,000,000 | ||
Secured Term Loan | First American Title Insurance Company | |||
Business Acquisition [Line Items] | |||
Repayment of debt | 55,800,000 | ||
Term Loan | |||
Business Acquisition [Line Items] | |||
Repayment of debt | 3,800,000 | ||
Notes Payable - Related Parties | |||
Business Acquisition [Line Items] | |||
Repayment of debt | 2,500,000 | ||
Notes Payable - Other | |||
Business Acquisition [Line Items] | |||
Repayment of debt | 1,300,000 | ||
Forward Purchase Agreements | |||
Business Acquisition [Line Items] | |||
Proceeds from Business Combination | 50,000,000 | ||
PIPE Investment | |||
Business Acquisition [Line Items] | |||
Proceeds from Business Combination | $ 200,000,000 | ||
Supernova | Forward Purchase Agreements | |||
Business Acquisition [Line Items] | |||
Warrants issued in business combination | 1,666,667 | ||
Business combination, Equity interest in acquiree, Description | an aggregate of 5,000,000 shares of Offerpad Solutions Class A common stock and an aggregate of 1,666,667 warrants to purchase one share of Offerpad Solutions Class A common stock, for an aggregate purchase price of $50,000,000, or $10.00 per share of Offerpad Solutions Class A common stock and one-third of one warrant to purchase one share of Offerpad Solutions Class A common stock (“Forward Purchase Agreements”). | ||
Class A Common Stock | Supernova | Forward Purchase Agreements | |||
Business Acquisition [Line Items] | |||
Stock issued in business combination, Shares | 5,000,000 | ||
Stock issued price per share in business combination | $ 10 | ||
Stock issued in business combination, Value | $ 50,000,000 | ||
Class A Common Stock | Supernova | PIPE Investment | |||
Business Acquisition [Line Items] | |||
Stock issued in business combination, Shares | 20,000,000 | ||
Stock issued price per share in business combination | $ 10 | ||
Stock issued in business combination, Value | $ 200,000,000 | ||
Old Offerpad and Supernova | |||
Business Acquisition [Line Items] | |||
Conversion of stock, shares converted | 7,533 | ||
Common stock voting rights | 10 votes per share | ||
Old Offerpad and Supernova | Class B Common Stock | Minimum | |||
Business Acquisition [Line Items] | |||
Percentage of common stock transferred | 75.00% |
Inventory - Schedule of Compone
Inventory - Schedule of Components of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Homes under renovation | $ 305,622 | $ 47,978 |
Homes listed for sale | 307,658 | 30,826 |
Homes under contract to sell | 288,782 | 92,555 |
Inventory | $ 902,062 | $ 171,359 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 10,936 | $ 9,286 |
Less: accumulated depreciation | (1,380) | (1,055) |
Property and equipment, net | 9,556 | 8,231 |
Rooftop Solar Panel Systems | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5,075 | 5,094 |
Properties Held for Use | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 4,399 | 2,790 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 772 | 749 |
Software Systems | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 318 | 318 |
Computers and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 265 | 265 |
Office Equipment and Furniture | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 107 | $ 70 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 100 | $ 100 | $ 433 | $ 308 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Compensation | $ 12,098 | $ 6,180 |
Marketing | 5,819 | 1,035 |
Legal and professional obligations | 5,482 | 314 |
Interest | 2,421 | 699 |
Payroll tax | 1,510 | 1,250 |
Other | 1,024 | 1,703 |
Total accrued liabilities | $ 28,354 | $ 11,181 |
Credit Facilities and Notes P_3
Credit Facilities and Notes Payable - Schedule of Carrying Values of the Company's Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Credit facilities and notes payable, net | ||
Senior secured debt - other | $ 59,788 | |
Notes payable with related parties | 2,385 | |
Notes payable - other | 5,309 | |
Debt issuance costs | (2,983) | (208) |
Total credit facilites and notes payable, net | 751,041 | 181,678 |
Current portion - credit facilities and notes payable, net | ||
Total credit facilities and notes payable, net - related party | 241,208 | 126,825 |
Total credit facilities and notes payable | 509,833 | 50,143 |
Non current portion - credit facilities and notes payable, net | ||
Total credit facilities and notes payable | 4,710 | |
Total credit facilites and notes payable, net | 751,041 | 181,678 |
Senior Secured Credit Facilities [Member] | ||
Credit facilities and notes payable, net | ||
Secured credit facilities | 159,999 | 105,397 |
Senior Secured Credit Facilities [Member] | Financial Institutions [Member] | ||
Credit facilities and notes payable, net | ||
Secured credit facilities | 453,028 | 49,544 |
Mezzanine Secured Credit Facilities Member [Member] | ||
Credit facilities and notes payable, net | ||
Secured credit facilities | $ 81,209 | $ 19,251 |
Credit Facilities and Notes P_4
Credit Facilities and Notes Payable - Schedule of Company's Senior Secured Credit Facilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity | $ 1,025,000 | $ 425,000 |
Outstanding Amount | 613,027 | 154,941 |
Senior Secured Credit Facilities With Financial Institutions 1 [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity | 200,000 | |
Revolving Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Outstanding Amount | 159,999 | 105,397 |
Two Thousand and Twenty Two August Revolving Credit Facility [Member] | Senior Secured Credit Facilities With Financial Institutions 1 [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity | 400,000 | 200,000 |
Outstanding Amount | $ 387,186 | $ 49,544 |
Weighted- Average Interest Rate | 2.59% | 3.72% |
Maturity Date | Aug. 31, 2022 | Aug. 31, 2022 |
Two Thousand And Twenty Four March Revolving Credit Facility [Member] | Senior Secured Credit Facilities With Financial Institutions 2 [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity | $ 400,000 | |
Outstanding Amount | $ 65,842 | |
Weighted- Average Interest Rate | 2.58% | |
Maturity Date | Mar. 31, 2024 | |
Two Thousand and Twenty Two December Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity | $ 225,000 | $ 225,000 |
Outstanding Amount | $ 159,999 | $ 105,397 |
Weighted- Average Interest Rate | 4.09% | 5.28% |
Maturity Date | Dec. 31, 2022 | Dec. 31, 2022 |
Credit Facilities and Notes P_5
Credit Facilities and Notes Payable - Additional Information (Details) | 9 Months Ended | ||
Sep. 30, 2021USD ($)Facility | Aug. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Line Of Credit Facility [Line Items] | |||
Number of facilities | Facility | 3 | ||
Borrowing Capacity | $ 1,025,000,000 | $ 425,000,000 | |
Financial Institutions [Member] | |||
Line Of Credit Facility [Line Items] | |||
Number of facilities | Facility | 2 | ||
Related Parties [Member] | |||
Line Of Credit Facility [Line Items] | |||
Number of facilities | Facility | 1 | ||
Senior Secured Credit Facilities With Financial Institutions 1 [Member] | |||
Line Of Credit Facility [Line Items] | |||
Borrowing Capacity | 200,000,000 | ||
Borrowing Capacity | $ 400,000,000 | ||
Uncommitted amount | $ 100,000,000 | ||
Maturity term | 12 months | ||
Senior Secured Credit Facilities With Financial Institutions 1 [Member] | London Interbank Offered Rate (LIBOR) | |||
Line Of Credit Facility [Line Items] | |||
Interest rate margin | 2.50% | ||
Senior Secured Credit Facilities With Financial Institutions 2 [Member] | |||
Line Of Credit Facility [Line Items] | |||
Line Of Credit Facility Maximum Amount Outstanding During Period | $ 300,000,000 | ||
Line Of Credit Facility Expiration Period | 24 months | ||
Line Of Credit Additional Borrowing Capacity | $ 100,000,000 | ||
Senior Secured Credit Facilities With Financial Institutions 2 [Member] | London Interbank Offered Rate (LIBOR) | |||
Line Of Credit Facility [Line Items] | |||
Interest rate margin | 2.50% | ||
Senior Secured Credit Facility [Member] | |||
Line Of Credit Facility [Line Items] | |||
Interest rate margin | 5.74% | ||
Debt instrument, interest rate | 5.79% | ||
Revolving Credit Facility [Member] | |||
Line Of Credit Facility [Line Items] | |||
Borrowing Capacity | $ 225,000,000 | 225,000,000 | |
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) | |||
Line Of Credit Facility [Line Items] | |||
Interest rate margin | 4.00% | ||
Mezzanine Credit Facility With Related Party [Member] | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, interest rate | 13.00% | ||
First American Credit Agreement [Member] | |||
Line Of Credit Facility [Line Items] | |||
Borrowing amount under credit agreement | $ 25,000,000 | ||
Loans, outstanding amount | $ 0 | ||
First American Credit Agreement [Member] | First American Title Insurance Company | |||
Line Of Credit Facility [Line Items] | |||
Related party, holding percentage | 5.00% | ||
Borrowing amount under credit agreement | $ 30,000,000 | ||
Debt instrument, interest rate | 12.00% | ||
Secured Promissory Note [Member] | |||
Line Of Credit Facility [Line Items] | |||
Secured Debt | $ 4,300,000 | ||
Repayments of Secured Debt | $ 3,800,000 | ||
Unsecured Notes Payable [Member] | |||
Line Of Credit Facility [Line Items] | |||
Unsecured Notes Payable | 1,300 | ||
Unsecured Notes Payable to Related Party | $ 2,400 |
Credit Facilities and Notes P_6
Credit Facilities and Notes Payable - Schedule of Company's Mezzanine Secured Credit Facilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Line Of Credit Facility [Line Items] | ||
Outstanding Amount | $ 613,027 | $ 154,941 |
Mezzanine Revolving Credit Facilities | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity | 124,700 | 68,450 |
Outstanding Amount | $ 81,209 | $ 19,251 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 01, 2021 | Dec. 31, 2020 | |
Derivative Warrant Liabilities [Line Items] | ||||
Number Of warrants exercised | 0 | |||
Warrants expiration period after completion of business combination or earlier upon redemption or liquidation date | Sep. 1, 2026 | |||
Public Warrant | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||
Private Placement | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Class of warrant or right outstanding | 8,366,667 | 8,366,667 | ||
Public Placement | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Class of warrant or right outstanding | 13,416,637 | 13,416,637 | ||
Supernova | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Class of warrants issued | 1,666,667 | |||
Supernova | Public Warrant | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Class of warrant or right outstanding | 13,416,637 | 13,416,637 | ||
Supernova | Private Placement | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Class of warrant or right outstanding | 6,700,000 | 6,700,000 | ||
Class A Common Stock | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.00001 | |
Class A Common Stock | Public Warrant | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Number of securities into which each warrant or right may be converted | 1 | 1 | ||
Redemption Of Warrants When Price Per Share Of Class A Common Stock Equals Or Exceeds 18.00 | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Exercise price of warrants | $ 0.01 | $ 0.01 | ||
Redemption price per share | 18 | $ 18 | ||
Trading Day Period | 20 days | |||
Minimum period prior written notice of redemption | 30 days | |||
Redemption Of Warrants When Price Per Share Of Class A Common Stock Equals or Exceeds 10.00 | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Exercise price of warrants | 0.10 | $ 0.10 | ||
Redemption price per share | $ 10 | $ 10 | ||
Minimum period prior written notice of redemption | 30 days | |||
Overall trading period | 10 days | |||
Maximum | Class A Common Stock | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Number of warrants to be issued | 21,783,304 | |||
Minimum | Redemption Of Warrants When Price Per Share Of Class A Common Stock Equals or Exceeds 10.00 | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Warrants exercisable in connection with redemption feature per share | $ 0.361 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Liabilities Measured at Fair Value on Recurring Basis (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Quoted Prices in Active Markets for Identical Liabilities (Level 1) | Public Warrant | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Warrant liabilities | $ 23,480 |
Significant Unobservable Inputs (Level 3) | Private Placement Warrant | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Warrant liabilities | $ 16,231 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 01, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Change in fair value of warrant liabilities | $ 13,185 | $ 13,185 | |||
Public Warrant | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Business combination acquired receivable fair value | $ 16,200 | ||||
Fair value of warrants | 23,500 | 23,500 | |||
Change in fair value of warrant liabilities | $ 7,300 | $ 7,300 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Liabilities Measured on Recurring Basis Unobservable Input Reconciliation (Details) - Private Placement Warrant - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Beginning balance | $ 0 | $ 0 | $ 0 | $ 0 |
Initial fair value of private placement warrants | 10,291 | 10,291 | ||
Change in fair value of private placement warrants included in net loss | 5,940 | 5,940 | ||
Ending balance | $ 16,231 | $ 0 | $ 16,231 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value of Private Placement Warrants Estimated Using Black-Scholes-Merton Option Pricing Model (Details) - Private Placement Warrant | Sep. 30, 2021yr | Sep. 01, 2021yr |
Volality | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding | 34.50 | 25 |
Stock Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding | 8.72 | 8.80 |
Expected Life of the Options to Convert | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding | 4.919 | 5 |
Risk-free Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding | 0.98 | 0.78 |
Dividend Yield | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding | 0 | 0 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) - $ / shares | Sep. 01, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Feb. 29, 2020 | Feb. 28, 2019 |
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 2,370,000,000 | ||||
Preferred stock, shares authorized | 100,000,000 | ||||
Preferred stock, par value per share | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 3,764,606,000 | 3,764,606,000 | ||
Preferred stock, shares outstanding | 0 | ||||
Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 2,000,000,000 | 256,694,000 | |||
Common stock, par value | $ 0.0001 | $ 0.00001 | |||
Common stock, shares issued | 223,529,000 | 57,865,000 | |||
Common stock, shares outstanding | 223,529,000 | 57,865,000 | |||
Class B Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 20,000,000 | 0 | |||
Common stock, par value | $ 0.0001 | $ 0 | |||
Common stock, shares issued | 14,816,000 | 0 | |||
Common stock, shares outstanding | 14,816,000 | 0 | |||
Class C Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 250,000,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Common stock, shares issued | 0 | ||||
Common stock, shares outstanding | 0 | ||||
Founder | Class B Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock voting rights | 10 votes per share | ||||
Percentage of common stock transferred | 75.00% | ||||
Old Offerpad and Supernova | |||||
Class Of Stock [Line Items] | |||||
Common stock voting rights | 10 votes per share | ||||
Old Offerpad and Supernova | Minimum | Class B Common Stock | |||||
Class Of Stock [Line Items] | |||||
Percentage of common stock transferred | 75.00% |
Stock Based Awards - Additional
Stock Based Awards - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation awards granted | 1,559,000 | |||
Stock based compensation expense | $ 1 | $ 0.4 | $ 2.3 | $ 0.9 |
Unrecognized stock based compensation expense | $ 4.3 | $ 4.3 | ||
2021 Equity Incentive plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Diluted shares conversion percentage | 5.00% | |||
Share-based compensation awards granted | 0 | |||
2021 Equity Incentive plan | Class A Common Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares reserved for future issuance | 26,333,222 | 26,333,222 | ||
Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Diluted shares conversion percentage | 1.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued | 0 | |||
Number of Shares Available for Grant | 50,000,000 | 50,000,000 | ||
Employee Stock Purchase Plan | Class A Common Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Shares Available for Grant | 2,633,322 | 2,633,322 |
Stock Based Awards - Summary of
Stock Based Awards - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options, Outstanding at beginning of period | 3,663 | |
Options, Retroactive conversion of shares due to business combination | 23,928 | |
Options, Outstanding converted | 27,591 | |
Options,granted | 1,559 | |
Options, excercised | 1,795 | |
Options,forfeited | (703) | |
Options, Outstanding at end of period | 26,652 | 3,663 |
Options, exercisable | 17,941 | |
Options, Vested and expected to vest | 26,652 | |
Weighted Average Exercise Price | ||
Weighted average exercise price per share, outstanding beginning of period | $ 5.09 | |
Weighted Average Exercise Price per share, retroactive conversion of shares due to business combination | (4.41) | |
Weighted average exercise price per share, Outstanding converted | 0.68 | |
Weighted average exercise price per share, Granted | 1.22 | |
Weighted average exercise price per share, Exercised | 0.35 | |
Weighted average exercise price per share, Forfeited | 0.65 | |
Weighted average exercise price per share, Outstanding at end of period | 0.73 | $ 5.09 |
Weighted average exercise price per share, Exercisable | 0.58 | |
Weighted average exercise price per share, Vested and expected to vest | $ 0.73 | |
Weighted average remaining contractual term | 7 years 1 month 2 days | 7 years 4 months 24 days |
Weighted average remaining contractual term, Outstanding converted | 7 years 4 months 24 days | |
Weighted average remaining contractual term, Exercisable | 6 years 4 months 17 days | |
Weighted average remaining contractual term, Vested and expected to vest | 7 years 1 month 2 days | |
Aggregate intrinsic value, Outstanding beginning of period | $ 14,619 | |
Aggregate intrinsic value, Outstanding converted | 14,619 | |
Aggregate intrinsic value, Outstanding end of period | 145,943 | $ 14,619 |
Aggregate intrinsic value, Exercisable | 78,143 | |
Aggregate intrinsic value, Vested and expected to vest | $ 145,943 | |
Options Issued Under Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options, Outstanding at beginning of period | 3,462 | |
Options, Retroactive conversion of shares due to business combination | 22,613 | |
Options, Outstanding converted | 26,075 | |
Options,granted | 1,559 | |
Options, excercised | 1,252 | |
Options,forfeited | (521) | |
Options, Outstanding at end of period | 25,861 | 3,462 |
Nonemployee Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options, Outstanding at beginning of period | 201 | |
Options, Retroactive conversion of shares due to business combination | 1,315 | |
Options, Outstanding converted | 1,516 | |
Options,granted | ||
Options, excercised | 543 | |
Options,forfeited | (182) | |
Options, Outstanding at end of period | 791 | 201 |
Stock Based Award - Schedule Of
Stock Based Award - Schedule Of assumptions used in the Black-Scholes Model for options granted (Details) | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Dividend yield | 0.00% |
Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 5 years 11 months 19 days |
Risk-free interest rate | 0.64% |
Expected volatility | 52.50% |
Fair value on grant date | $ 4.49 |
Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 6 years 1 month 6 days |
Risk-free interest rate | 0.67% |
Expected volatility | 52.70% |
Fair value on grant date | $ 4.55 |
Variable Interest Entities - Su
Variable Interest Entities - Summary of Assets and Liabilities Related to VIEs (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Accounts receivable | $ 10,038 | $ 2,309 |
Inventory | 902,062 | 171,359 |
Prepaid expenses and other current assets | 10,453 | 2,880 |
Property and equipment, net | 9,556 | 8,231 |
Total Assets | 1,068,960 | 235,873 |
Liabilities | ||
Accounts payable | 6,126 | 2,149 |
Accrued liabilities | 28,354 | 11,181 |
Total liabilities | 825,232 | 195,008 |
Variable Interest Entity Primary Beneficiary [Member] | ||
Assets | ||
Restricted cash | 20,024 | 6,804 |
Accounts receivable | 8,345 | 1,638 |
Inventory | 900,283 | 171,212 |
Prepaid expenses and other current assets | 2,879 | 1,036 |
Property and equipment, net | 4,377 | 2,772 |
Total Assets | 935,908 | 183,462 |
Liabilities | ||
Accounts payable | 4,561 | 716 |
Accrued liabilities | 2,442 | 575 |
Secured credit facilities and notes payable, net - current portion | 751,041 | 173,539 |
Secured credit facilities and notes payable - net of current portion | 653 | |
Total liabilities | $ 758,044 | $ 175,483 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Components of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Net income (loss) | $ (15,303) | $ (2,944) | $ (6,346) | $ (21,799) | |
Weighted average common shares outstanding, basic | 115,985 | 57,865 | 78,191 | 57,865 | |
Dilutive effect of preferred stock | [1] | 0 | 0 | 0 | 0 |
Dilutive effect of stock options | [1] | 0 | 0 | 0 | 0 |
Dilutive effect of warrants | [1] | 0 | 0 | 0 | 0 |
Weighted average common shares outstanding, diluted | 115,985 | 57,865 | 78,191 | 57,865 | |
Net loss per share, basic | $ (0.13) | $ (0.05) | $ (0.08) | $ (0.38) | |
Net loss per share, diluted | $ (0.13) | $ (0.05) | $ (0.08) | $ (0.38) | |
Stock options | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities excluded from diluted loss per share | [1] | 26,652 | 22,973 | 26,652 | 22,973 |
Warrants | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities excluded from diluted loss per share | [1] | 0 | 1,887 | 0 | 1,887 |
Preferred Stock | |||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||
Anti-dilutive securities excluded from diluted loss per share | [1] | 0 | 138,612 | 0 | 138,612 |
[1] | Due to the net loss during each of the three and nine months ended September 30, 2021 and 2020 , no dilutive securities were included in the calculation of diluted loss per share because they would have been anti-dilutive. |
Earnings Per Share - Summary _2
Earnings Per Share - Summary of Components of Basic and Diluted Earnings Per Share (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Dilutive securities | $ 0 | $ 0 | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Company's effective tax rate | 0.50% | 0.00% | 2.80% | 0.00% |
Company's federal statutory rate | 21.00% | 21.00% | ||
Valuation allowance | $ 34 | $ 34 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ / shares in Units, $ in Thousands | Sep. 10, 2021USD ($) | Aug. 31, 2021USD ($) | Feb. 29, 2020USD ($)shares | Feb. 28, 2019USD ($)shares | Jun. 30, 2018USD ($)shares | Apr. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($)Facilityshares | Sep. 30, 2020USD ($) | Mar. 16, 2020USD ($) | Oct. 26, 2016USD ($) | Aug. 31, 2015USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||
Number of Facilities | Facility | 3 | |||||||||||||
Preferred stock, shares issued | shares | 3,764,606,000 | 3,764,606,000 | 0 | 0 | ||||||||||
Preferred stock shares sold | shares | 501,947,000 | 501,947,000 | ||||||||||||
Proceeds from issuance or sale of equity | $ 85,000 | $ 85,000 | ||||||||||||
Series B Convertible Preferred Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Preferred stock, shares issued | shares | 775,146,000 | |||||||||||||
Preferred stock shares sold | shares | 775,146,000 | |||||||||||||
Proceeds from issuance or sale of equity | $ 5,000 | |||||||||||||
Notes Payable - Other | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt Instrument Interest Rate Stated Percentage | 14.00% | |||||||||||||
Debt instrument, outstanding amount | $ 1,100 | $ 1,100 | ||||||||||||
Interest expense, borrowings | $ 50 | $ 50 | $ 130 | $ 130 | ||||||||||
Notes payable | $ 1,100 | |||||||||||||
First American Financial Corporation | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ownership percentage | 5.00% | 5.00% | ||||||||||||
Fees paid for services | $ 3,200 | 1,300 | $ 7,500 | 5,700 | ||||||||||
LL Capital Partners I, L.P | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Class of warrant or right outstanding | shares | 250,552,000 | |||||||||||||
Warrants exercisable | $ / shares | $ 6.4504 | |||||||||||||
LL Capital Partners I, L.P | Series B Convertible Preferred Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Preferred stock, shares issued | shares | 4,650,874,000 | 4,650,874,000 | ||||||||||||
Preferred stock shares sold | shares | 2,325,437,000 | 2,325,437,000 | ||||||||||||
Proceeds from issuance or sale of equity | $ 45,000 | $ 45,000 | ||||||||||||
Senior Secured Credit Line | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of Facilities | Facility | 1 | |||||||||||||
Mezzanine facility [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of Facilities | Facility | 3 | |||||||||||||
L L Funds Loan Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ownership percentage | 5.00% | |||||||||||||
Interest expense, borrowings | 2,600 | 1,000 | $ 5,800 | 6,400 | ||||||||||
L L Funds Loan Agreement | Senior Secured Credit Line | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Maximum principal amount | $ 225,000 | |||||||||||||
L L Funds Loan Agreement | Mezzanine Secured Loan | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Maximum principal amount | $ 43,450 | |||||||||||||
L L Funds Loan Agreement | London Interbank Offered Rate (LIBOR) | Senior Secured Credit Line | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt Instrument Interest Rate Stated Percentage | 4.00% | |||||||||||||
L L Funds Loan Agreement | London Interbank Offered Rate (LIBOR) | Mezzanine Secured Loan | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt Instrument Interest Rate Stated Percentage | 13.00% | |||||||||||||
LL Mezz Loan Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ownership percentage | 5.00% | |||||||||||||
Maximum principal amount | $ 31,250 | |||||||||||||
Interest expense, borrowings | 900 | $ 100 | 1,600 | $ 300 | ||||||||||
LL Mezz Loan Agreement | Mezzanine Secured Loans | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt Instrument Interest Rate Stated Percentage | 13.00% | |||||||||||||
Loan and Security Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ownership percentage | 5.00% | |||||||||||||
Outstanding amount | $ 300,000 | |||||||||||||
Line of credit facility, Expiration period | 24 months | |||||||||||||
Line of credit additional borrowing capacity | $ 100,000 | |||||||||||||
Interest expense, borrowings | $ 20 | $ 20 | ||||||||||||
Loan and Security Agreement | Mezzanine facility [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt Instrument Interest Rate Stated Percentage | 13.00% | |||||||||||||
Debt instrument, outstanding amount | $ 37,500 | |||||||||||||
Additional borrowing capacity | $ 12,500 | |||||||||||||
First American Credit Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt Instrument Interest Rate Stated Percentage | 12.00% | |||||||||||||
Outstanding amount | $ 30,000 | |||||||||||||
Line of credit additional borrowing capacity | $ 25,000 | |||||||||||||
Borrowing outstanding | $ 55,000 | |||||||||||||
First American Credit Agreement [Member] | Class A Common Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ownership percentage | 5.00% |
Related-Party Transactions - Su
Related-Party Transactions - Summary of Credit Facilities as Related Parties (Details) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Outstanding Amount | $ 613,027 | $ 154,941 |
Senior Secured Credit Facility With Related Party | ||
Related Party Transaction [Line Items] | ||
Borrowing Capacity | 225,000 | 225,000 |
Outstanding Amount | 159,999 | 105,397 |
Mezzanine Revolving Credit Facilities | ||
Related Party Transaction [Line Items] | ||
Borrowing Capacity | 124,700 | 68,450 |
Outstanding Amount | $ 81,209 | $ 19,251 |
Related-Party Transactions - _2
Related-Party Transactions - Summary of Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | ||||
Total compensation | $ 182 | $ 145 | $ 971 | $ 492 |
Brother1 | ||||
Related Party Transaction [Line Items] | ||||
Total compensation | 75 | 61 | 484 | 175 |
Bother 2 | ||||
Related Party Transaction [Line Items] | ||||
Total compensation | 73 | 56 | 384 | 231 |
Sister in law | ||||
Related Party Transaction [Line Items] | ||||
Total compensation | $ 34 | $ 28 | $ 103 | $ 86 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Sep. 30, 2021USD ($)Home |
Commitments And Contingencies Disclosure [Abstract] | |
Contract to purchase homes | Home | 415 |
Aggregate purchase price | $ | $ 140 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Company's Other Long Term Commitments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remainder of 2021 | $ 1,615 |
2022 | 2,193 |
2023 | 1,749 |
2024 | 1,379 |
2025 | 625 |
2026 | 144 |
Other long term commitments | $ 7,705 |