Credit Facilities and Notes Payable | NOTE 8. CREDIT FACILITIES AND NOTES PAYABLE The carrying value of the Company’s credit facilities, notes payable and other debt consists of the following as of the respective period ends: September 30, December 31, ($ in thousands) 2022 2021 Credit facilities and notes payable, net Senior secured credit facilities with financial institutions $ 920,503 $ 747,514 Senior secured credit facility with a related party 38,840 81,926 Senior secured debt - other — 33,320 Mezzanine secured credit facilities with third-party lenders 119,080 87,851 Mezzanine secured credit facilities with a related party 72,625 82,508 Debt issuance costs ( 5,229 ) ( 6,923 ) Total credit facilities and notes payable, net 1,145,819 1,026,196 Current portion - credit facilities and notes payable, net Total credit facilities, other debt and notes payable, net 1,034,354 861,762 Total credit facilities and notes payable - related party 111,465 164,434 Total credit facilities and notes payable, net $ 1,145,819 $ 1,026,196 Senior Secured Credit Facilities The Company utilizes senior secured credit facilities to provide financing for the Company’s real estate inventory purchases and renovation. The senior secured credit facilities 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, 2022 Borrowing Outstanding Weighted- End of Final Facility with financial institution 1 $ 600,000 $ 400,637 4.11 % June 2024 June 2024 Facility with financial institution 2 400,000 306,689 3.63 % September 2023 March 2024 Facility with financial institution 3 500,000 213,177 4.04 % December 2023 December 2024 Facility with a related party 85,000 38,840 6.13 % December 2022 December 2022 Senior secured credit facilities $ 1,585,000 $ 959,343 As of December 31, 2021 Borrowing Outstanding Weighted- Facility with financial institution 1 $ 400,000 $ 365,392 2.60 % Facility with financial institution 2 400,000 375,063 2.60 % Facility with financial institution 3 500,000 7,059 2.60 % Facility with a related party 85,000 81,926 4.10 % Senior secured credit facilities $ 1,385,000 $ 829,440 As of September 30, 2022 , the Company had four senior secured credit facilities, three 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 In June 2022, the Company amended its senior secured credit facility with financial institution 1. The amended facility increased the borrowing capacity from $ 400.0 million ($ 100.0 million of which was uncommitted) to $ 600.0 million ($ 300.0 million of which is uncommitted) and extended the maturity date from August 2022 to June 2024. Further, under the amended senior secured credit facility with financial institution 1, borrowings accrue interest at a rate based on a Secured Overnight Financing Rate (“SOFR”) reference rate plus a margin. • Senior Secured Credit Facility with Financial Institution 2 As of September 30, 2022, the committed borrowing capacity on the senior secured credit facility with financial institution 2 is $ 400.0 million. In September 2022, the Company amended its senior secured credit facility with financial institution 2, which, among other things, amended the interest rate under the facility to be based on a SOFR reference rate plus a margin. • Senior Secured Credit Facility with Financial Institution 3 As of September 30, 2022 , the borrowing capacity on the senior secured credit facility with financial institution 3 is $ 500.0 million ($ 200.0 million of which is uncommitted). In June 2022, the Company amended its senior secured credit facility with financial institution 3, which, among other things, amended the interest rate under the facility to be based on a SOFR reference rate plus a margin. • Senior Secured Credit Facility with a Related Party As of September 30, 2022 , the borrowing capacity on the senior secured credit facility with a related party is $ 85.0 million and the Company has the option to borrow above the fully committed borrowing capacity, subject to the lender’s discretion. 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 %, with a minimum interest rate of 6.0 % . The Company may also pay fees on its senior secured credit facilities, including a commitment fee and fees on certain unused portions of the committed borrowing capacity, as defined in the respective credit agreements. Borrowings under the Company’s senior secured credit facilities are collateralized by the real estate inventory financed by the senior secured credit facility. The lenders have legal recourse only to the assets securing the debt and do not have general recourse against the Company with limited exceptions. The Company has, however, provided limited non-recourse carve-out guarantees under its senior and mezzanine secured credit facilities for certain of the SPEs’ obligations in situations involving “bad acts” by an Offerpad entity and certain other limited circumstances that are generally under the Company’s control. Each senior secured facility contains eligibility requirements that govern whether a property can be financed. 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. Mezzanine Secured Credit Facilities The Company utilizes mezzanine secured credit facilities to provide financing for the Company’s real estate inventory purchases and renovation. The mezzanine secured credit facilities 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. 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, except interest rates): As of September 30, 2022 Borrowing Outstanding Weighted- End of Final Facility 1 with a related party $ 97,500 $ 66,213 11.00 % June 2024 June 2024 Facility with third-party lender 1 90,000 71,510 9.50 % September 2023 March 2024 Facility with third-party lender 2 112,500 47,570 9.50 % December 2023 December 2024 Facility 2 with a related party 14,000 6,412 11.00 % December 2022 December 2022 Mezzanine secured credit facilities $ 314,000 $ 191,705 As of December 31, 2021 Borrowing Outstanding Weighted- Facility 1 with a related party $ 65,000 $ 58,767 13.00 % Facility with third-party lender 1 90,000 86,262 9.50 % Facility with third-party lender 2 112,500 1,588 9.50 % Facility 2 with a related party 14,000 23,742 13.00 % Mezzanine secured credit facilities $ 281,500 $ 170,359 As of September 30, 2022, the Company had four mezzanine secured credit facilities, two with separate third-party lenders and two with a related party, which holds more than 5% of our Class A common stock. • Mezzanine Secured Credit Facility 1 with a Related Party In July 2022, the Company amended its mezzanine secured credit facility 1 with a related party . The amended facility increased the borrowing capacity from $ 65.0 million to $ 97.5 million ($ 32.5 million of which is uncommitted) and extended the maturity date from August 2022 to June 2024. Borrowings on the mezzanine secured credit facility 1 with a related party accrue interest at a fixed rate of 11.0 %. • Mezzanine Secured Credit Facility with Third-Party Lender 1 As of September 30, 2022, the committed borrowing capacity on the mezzanine secured credit facility with third-party lender 1 is $ 90.0 million. Borrowings on the mezzanine secured credit facility with third-party lender 1 accrue interest at a fixed rate of 9.5 %. • Mezzanine Secured Credit Facility with Third-Party Lender 2 As of September 30, 2022 , the borrowing capacity on the mezzanine secured credit facility with third-party lender 2 is $ 112.5 million ($ 45.0 million of which is uncommitted). Borrowings on the mezzanine secured credit facility with third-party lender 2 accrue interest at a fixed rate of 9.5 %. • Mezzanine Secured Credit Facility 2 with a Related Party As of September 30, 2022, the borrowing capacity on the mezzanine secured credit facility 2 with a related party is $ 14.0 million and the Company has the option to borrow above the fully committed borrowing capacity, subject to the lender’s discretion. Borrowings on the mezzanine secured credit facility 2 with a related party accrue interest at a fixed rate of 11.0 %. The Company may also pay fees on its mezzanine secured credit facilities, including a commitment fee and fees on certain unused portions of the committed borrowing capacity, as defined in the respective credit agreements. Borrowings under the Company’s mezzanine secured credit facilities are collateralized by a second lien on the real estate inventory financed by the relevant credit facility. The lenders have legal recourse only to the assets securing the debt, and do not have general recourse to Offerpad with limited exceptions. 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. Maturities As of September 30, 2022, certain of the Company’s senior secured credit facilities and mezzanine secured credit facilities mature within the next twelve months following the date these condensed consolidated financial statements are issued. The Company expects to enter into new financing arrangements or amend existing arrangements to meet its obligations as they come due, which the Company believes is probable based on its history of prior credit facility renewals and an assessment of the current lending environment. The Company believes cash on hand, together with proceeds from the resale of homes and cash from future borrowings available under each of the Company’s existing credit facilities or the entry into new financing arrangements will be sufficient to meet its obligations as they become due in the ordinary course of business for at least 12 months following the date these condensed consolidated financial statements are issued. Covenants for Senior Secured Credit Facilities and Mezzanine Secured Credit Facilities The secured credit facilities include customary representations and warranties, covenants and events of default. Financed properties are subject to customary eligibility criteria and concentration limits. The terms of these facilities and related financing documents require the Company to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth or leverage (ratio of debt to tangible net worth). As of September 30, 2022 , the Company was in compliance with all covenants. |