Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 29, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Offerpad Solutions Inc. | |
Entity Central Index Key | 0001825024 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | OPAD | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39641 | |
Entity Tax Identification Number | 85-2800538 | |
Entity Address, Address Line One | 2150 E. Germann Road | |
Entity Address, Address Line Two | Suite 1 | |
Entity Address, City or Town | Chandler | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85286 | |
City Area Code | 844 | |
Local Phone Number | 388-4539 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 27,301,933 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Current assets: | |||
Cash and cash equivalents | $ 68,550 | $ 75,967 | |
Restricted cash | 9,983 | 3,967 | |
Accounts receivable | 4,347 | 9,935 | |
Real estate inventory | 266,107 | 276,500 | |
Prepaid expenses and other current assets | 4,353 | 5,236 | |
Total current assets | 353,340 | 371,605 | |
Property and equipment, net | 4,679 | 4,517 | |
Other non-current assets | 11,707 | 3,572 | |
Total assets | [1] | 369,726 | 379,694 |
Current liabilities: | |||
Accounts payable | 4,378 | 4,946 | |
Accrued and other current liabilities | 13,166 | 13,859 | |
Secured credit facilities and other debt, net | 230,083 | 227,132 | |
Secured credit facilities and other debt - related party | 24,522 | 30,092 | |
Total current liabilities | 272,149 | 276,029 | |
Warrant liabilities | 127 | 471 | |
Other long-term liabilities | 9,349 | 1,418 | |
Total liabilities | [2] | 281,625 | 277,918 |
Commitments and contingencies (Note 16) | |||
Stockholders' equity: | |||
Additional paid in capital | 503,500 | 499,660 | |
Accumulated deficit | (415,402) | (397,887) | |
Total stockholders' equity | 88,101 | 101,776 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 369,726 | 379,694 | |
Class A Common Stock | |||
Stockholders' equity: | |||
Common stock value | $ 3 | $ 3 | |
[1] Our consolidated assets as of March 31, 2024 and December 31, 2023 include the following assets of certain variable interest entities (“VIEs”) that can only be used to settle the liabilities of those VIEs: Restricted cash, $9,883 and $3,867; Accounts receivable, $963 and $6,782; Real estate inventory, $266,107 and $276,500; Prepaid expenses and other current assets, $850 and $1,588; Total assets of $277,803 and $288,737 , respectively. Our consolidated liabilities as of March 31, 2024 and December 31, 2023 include the following liabilities for which the VIE creditors do not have recourse to Offerpad: Accounts payable, $1,707 and $1,798; Accrued and other current liabilities, $1,720 and $2,027; Secured credit facilities and other debt, net, $254,605 and $257,224; Total liabilities, $258,032 and $261,049 , respectively. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Restricted cash | $ 9,983 | $ 3,967 | |
Accounts receivable | 4,347 | 9,935 | |
Real estate inventory | 266,107 | 276,500 | |
Prepaid expenses and other current assets | 4,353 | 5,236 | |
Property and equipment, net | 4,679 | 4,517 | |
Total assets | [1] | 369,726 | 379,694 |
Accounts payable | 4,378 | 4,946 | |
Accrued and other current liabilities | 13,166 | 13,859 | |
Secured credit facilities and notes payable | 230,083 | 227,132 | |
Total liabilities | [2] | 281,625 | 277,918 |
Variable Interest Entity [Member] | |||
Accounts receivable | 963 | 6,782 | |
Real estate inventory | 266,107 | 276,500 | |
Prepaid expenses and other current assets | 850 | 1,588 | |
Total assets | 277,803 | 288,737 | |
Accounts payable | 1,707 | 1,798 | |
Accrued and other current liabilities | 1,720 | 2,027 | |
Total liabilities | $ 258,032 | $ 261,049 | |
Class A Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | |
Common stock, shares issued | 27,300,233 | 27,233,000 | |
Common stock, shares outstanding | 27,300,233 | 27,233,000 | |
[1] Our consolidated assets as of March 31, 2024 and December 31, 2023 include the following assets of certain variable interest entities (“VIEs”) that can only be used to settle the liabilities of those VIEs: Restricted cash, $9,883 and $3,867; Accounts receivable, $963 and $6,782; Real estate inventory, $266,107 and $276,500; Prepaid expenses and other current assets, $850 and $1,588; Total assets of $277,803 and $288,737 , respectively. Our consolidated liabilities as of March 31, 2024 and December 31, 2023 include the following liabilities for which the VIE creditors do not have recourse to Offerpad: Accounts payable, $1,707 and $1,798; Accrued and other current liabilities, $1,720 and $2,027; Secured credit facilities and other debt, net, $254,605 and $257,224; Total liabilities, $258,032 and $261,049 , respectively. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 285,358 | $ 609,579 |
Cost of revenue | 262,763 | 602,294 |
Gross profit | 22,595 | 7,285 |
Operating expenses: | ||
Sales, marketing and operating | 22,452 | 42,351 |
General and administrative | 11,955 | 14,479 |
Technology and development | 1,773 | 2,241 |
Total operating expenses | 36,180 | 59,071 |
Loss from operations | (13,585) | (51,786) |
Other income (expense): | ||
Change in fair value of warrant liabilities | 344 | (389) |
Interest expense | (4,905) | (7,432) |
Other income, net | 754 | 282 |
Total other expense | (3,807) | (7,539) |
Loss before income taxes | (17,392) | (59,325) |
Income tax expense | (123) | (122) |
Net loss | $ (17,515) | $ (59,447) |
Net loss per share, basic | $ (0.64) | $ (2.51) |
Net loss per share, diluted | $ (0.64) | $ (2.51) |
Weighted average common shares outstanding, basic | 27,339 | 23,661 |
Weighted average common shares outstanding, diluted | 27,339 | 23,661 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2022 | $ 121,877 | $ 2 | $ 402,544 | $ (280,669) |
Beginning balance, shares at Dec. 31, 2022 | 16,479 | |||
Issuance of common stock upon exercise of stock options | 49 | 49 | ||
Issuance of common stock upon exercise of stock options, shares | 13 | |||
Issuance of common stock upon vesting of restricted stock units | (48) | (48) | ||
Issuance of common stock upon vesting of restricted stock units, shares | 14 | |||
Issuance of pre-funded warrants, net | 89,216 | 89,216 | ||
Exercise of pre-funded warrants | 11 | $ 1 | 10 | |
Exercise of pre-funded warrants, shares | 10,001 | |||
Stock-based compensation expense | 1,843 | 1,843 | ||
Net loss | (59,447) | (59,447) | ||
Ending balance at Mar. 31, 2023 | 153,501 | $ 3 | 493,614 | (340,116) |
Ending balance, shares at Mar. 31, 2023 | 26,507 | |||
Beginning balance at Dec. 31, 2023 | 101,776 | $ 3 | 499,660 | (397,887) |
Beginning balance, shares at Dec. 31, 2023 | 27,233 | |||
Issuance of common stock upon exercise of stock options | 16 | 16 | ||
Issuance of common stock upon exercise of stock options, shares | 5 | |||
Issuance of common stock upon vesting of restricted stock units | (43) | (43) | ||
Issuance of common stock upon vesting of restricted stock units, shares | 62 | |||
Stock-based compensation expense | 3,867 | 3,867 | ||
Net loss | (17,515) | (17,515) | ||
Ending balance at Mar. 31, 2024 | $ 88,101 | $ 3 | $ 503,500 | $ (415,402) |
Ending balance, shares at Mar. 31, 2024 | 27,300 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (17,515) | $ (59,447) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 166 | 202 |
Amortization of debt financing costs | 818 | 894 |
Real estate inventory valuation adjustment | 624 | 7,285 |
Stock-based compensation | 3,867 | 1,843 |
Change in fair value of warrant liabilities | (344) | 389 |
Change in fair value of derivative instrument | 0 | 568 |
Gain on disposal of property and equipment | (5) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,588 | (54) |
Real estate inventory | 9,769 | 484,761 |
Prepaid expenses and other assets | 670 | (1,710) |
Accounts payable | (568) | (228) |
Accrued and other liabilities | (684) | (8,060) |
Net cash provided by (used in) operating activities | 2,386 | 426,443 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (353) | (75) |
Proceeds from sales of property and equipment | 30 | 0 |
Purchase of derivative instrument | 0 | (1,212) |
Net cash provided by (used in) investing activities | (323) | (1,287) |
Cash flows from financing activities: | ||
Borrowings from credit facilities and other debt | 242,142 | 186,391 |
Repayments of credit facilities and other debt | (245,579) | (700,635) |
Payment of debt financing costs | 0 | (23) |
Proceeds from exercise of stock options | 16 | 49 |
Payments for taxes related to stock-based awards | (43) | (48) |
Borrowings from warehouse lending facility | 0 | 8,188 |
Repayments of warehouse lending facility | 0 | (5,657) |
Proceeds from issuance of pre-funded warrants | 0 | 90,000 |
Proceeds from exercise of pre-funded warrants | 0 | 11 |
Issuance cost of pre-funded warrants | 0 | (784) |
Net cash (used in) provided by financing activities | (3,464) | (422,508) |
Net change in cash, cash equivalents and restricted cash | (1,401) | 2,648 |
Cash, cash equivalents and restricted cash, beginning of period | 79,934 | 140,299 |
Cash, cash equivalents and restricted cash, end of period | 78,533 | 142,947 |
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet: | ||
Cash and cash equivalents | 68,550 | 107,733 |
Restricted Cash | 9,983 | 35,214 |
Total cash, cash equivalents and restricted cash | 78,533 | 142,947 |
Supplemental disclosure of cash flow information: | ||
Cash payments for interest | $ 6,427 | $ 11,064 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (17,515) | $ (59,447) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Nature of Operations and Signif
Nature of Operations and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Nature of Operations and Significant Accounting Policies | Note 1. Nature of Operations and Significant Accounting Policies Description of Business Offerpad’s mission is to deliver the best home buying and selling experience. From cash offers and flexible listing options to mortgages and buyer services, we have been helping homeowners since 2015. We pair our local expertise in residential real estate with proprietary technology to put customers in control of the process and help find the right solution that fits their needs. The Company is currently headquartered in Chandler, Arizona and operates in over 1,800 cities and towns in 27 metropolitan markets across 17 states as of March 31, 2024 . Basis of Presentation and Interim Financial Information The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and note disclosures required for annual financial statements have been condensed or excluded pursuant to GAAP and SEC rules and regulations. Accordingly, the unaudited interim condensed consolidated financial statements do not include all of the information and note disclosures required by GAAP for complete financial statements. Therefore, this information should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2023 included in the Company’s 2023 Annual Report on Form 10-K as filed with the SEC on February 27, 2024. The accompanying financial information reflects all adjustments which are, in the opinion of the Comp any’s management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Reverse Stock Split On June 12, 2023, the Company filed a certificate of amendment to its Third Restated Certificate of Incorporation (as amended from time to time, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a 1-for-15 reverse stock split (the “Reverse Stock Split”). The Company’s Class A common stock began trading on a split-adjusted basis at market open on June 13, 2023 under the existing symbol “OPAD”. All share and per share amounts in the accompanying condensed consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Significant estimates include those related to the net realizable value of real estate inventory, among others. Actual results could differ from those estimates. Principles of Consolidation The Company’s condensed consolidated financial statements include the assets, liabilities, revenues and expenses of the Company, its wholly-owned operating subsidiaries and variable interest entities where the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. Real Estate Inventory Real estate inventory consists of acquired homes and is stated at the lower of cost or net realizable value, with cost and net realizable value determined by the specific identification of each home. Costs include initial purchase costs and renovation costs, as well as holding costs and interest incurred during the renovation period, prior to the listing date. Selling costs, including commissions and holding costs incurred after the listing date, are expensed as incurred and included in sales, marketing and operating expenses. The Company reviews real estate inventory for valuation adjustments on a quarterly basis, or more frequently if events or changes in circumstances indicate that the carrying value of real estate inventory may not be recoverable. The Company evaluates real estate inventory for indicators that net realizable value is lower than cost at the individual home level. The Company generally considers multiple factors in determining net realizable value for each home, including recent comparable home sale transactions in the specific area where the home is located, the residential real estate market conditions in both the local market in which the home is located and in the U.S. in general, the impact of national, regional or local economic conditions and expected selling costs. When evidence exists that the net realizable value of real estate inventory is lower than its cost, the difference is recognized as a real estate inventory valuation adjustment in cost of revenue and the related real estate inventory is adjusted to its net realizable value. For individual homes or portfolios of homes under contract to sell as of the real estate inventory valuation assessment date, if the carrying value exceeds the contract price less expected selling costs, the carrying value of these homes are adjusted to the contract price less expected selling costs. For all other homes, if the carrying value exceeds the expected sale price less expected selling costs, the carrying value of these homes are adjusted to the expected sale price less expected selling costs. Changes in the Company’s pricing assumptions may lead to a change in the outcome of the real estate inventory valuation analysis, and actual results may differ from the Company’s assumptions. The Company recorded real estate inventory valuation adjustments of $ 0.6 million and $ 7.3 million during the three months ended March 31, 2024 and 2023, respectively. Refer to Note 2. Real Estate Inventory , for further details. Recent Accounting Standards Income Tax Disclosures In December 2023, the FASB issued a new standard which is intended to improve an entity’s income tax disclosures, primarily through disaggregated information about an entity’s effective income tax rate reconciliation and additional disclosures about income taxes paid. The new standard is effective for annual periods beginning after December 15, 2024. Accordingly, the new standard is effective for the Company on January 1, 2025 on a prospective basis. The Company is currently evaluating the impact that the standard will have on its condensed consolidated financial statements. Segment Reporting In November 2023, the FASB issued a new standard which is intended to improve disclosures about an entity’s reportable segments, primarily through enhanced disclosures about significant segment expenses. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Accordingly, the new standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, using a retrospective approach. The Company is currently evaluating the impact that the standard will have on its condensed consolidated financial statements. |
Real Estate Inventory
Real Estate Inventory | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Real Estate Inventory | Note 2. Real Estate Inventory The components of real estate inventory, net of applicable lower of cost or net realizable value adjustments, consist of the following as of the respective period ends: March 31, December 31, ($ in thousands) 2024 2023 Homes preparing for and under renovation $ 67,849 $ 53,116 Homes listed for sale 107,164 148,648 Homes under contract to sell 91,094 74,736 Real estate inventory $ 266,107 $ 276,500 |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Note 3. Derivative Financial Instruments During 2023, the Company entered into derivative arrangements pursuant to which the Company acquired options on U.S. Treasury futures. These options provided the Company with the right, but not the obligation, to purchase U.S. Treasury futures at a predetermined notional amount and stated term in the future. During the three months ended March 31, 2023, the Company purchased $ 1.2 million of derivative instruments and recorded a $ 0.6 million change in the fair value of the derivative instruments in Other income, net in the condensed consolidated statements of operations. The Company sold all of its outstanding derivative arrangements during October 2023 and no derivative arrangements remain outstanding. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4. Property and Equipment Property and equipment consist of the following as of the respective period ends: March 31, December 31, ($ in thousands) 2024 2023 Rooftop solar panel systems $ 5,038 $ 5,075 Leasehold improvements 1,130 1,130 Office equipment and furniture 837 837 Software systems 386 386 Computers and equipment 265 265 Construction in progress 385 32 Property and equipment, gross 8,041 7,725 Less: accumulated depreciation ( 3,362 ) ( 3,208 ) Property and equipment, net $ 4,679 $ 4,517 Depreciation expense was $ 0.2 million during each of the three months ended March 31, 2024 and 2023 , respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | Note 5. Leases The Company’s operating lease arrangements consist of its existing corporate headquarters in Chandler, Arizona, its future corporate headquarters in Tempe, Arizona, and field office facilities in most of the metropolitan markets in which the Company operates in the United States. These leases typically have original lease terms of 1 year to 10 years, and some leases contain multiyear renewal options. The Company does not have any finance lease arrangements. The Company’s operating lease costs are included in operating expenses in the accompanying condensed consolidated statements of operations. During the three months ended March 31, 2024 and 2023 , operating lease costs were $ 0.9 million and $ 0.6 million, respectively. Variable and short-term lease costs were less than $ 0.1 million during each of the three months ended March 31, 2024 and 2023, respectively. Cash payments for amounts included in the measurement of operatin g lease liabilities were $ 0.3 million and $ 0.6 million, during the three months ended March 31, 2024 and 2023, respectively. During the three months ended March 31, 2024, r ight-of-use assets obtained in exchange for new or acquired operating lease liabilities were $ 7.9 million. There were no right-of-use assets obtained in exchange for new or acquired operating lease liabilities during the three months ended March 31, 2023. As of March 31, 2024 and December 31, 2023, the Company’s operating le ases had a weighted-average remaining lease term of 8.7 years and 1.8 years, respectively, and a weighted-average di scount rate of 7.0 % and 4.3 %, respectively. The Company’s operating lease liability maturities as of March 31, 2024 are as follows: ($ in thousands) Remainder of 2024 $ 1,760 2025 2,898 2026 2,089 2027 1,949 2028 1,922 2029 1,974 Thereafter 11,862 Total future lease payments 24,454 Less: Imputed interest ( 7,388 ) Less: Tenant incentive receivable ( 5,532 ) Total lease liabilities $ 11,534 The Company’s operating lease right-of-use assets and operating lease liabilities, and the associated financial statement line items, are as follows as of the respective period ends: March 31, December 31, ($ in thousands) Financial Statement Line Items 2024 2023 Right-of-use assets Other non-current assets $ 10,538 $ 3,338 Lease liabilities: Current liabilities Accrued and other current liabilities 2,185 2,271 Non-current liabilities Other long-term liabilities 9,349 1,418 Total lease liabilities $ 11,534 $ 3,689 |
Accrued and Other Liabilities
Accrued and Other Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued and Other Liabilities | Note 6. Accrued and Other Liabilities Accrued and other current liabilities consist of the following as of the respective period ends: March 31, December 31, ($ in thousands) 2024 2023 Home renovation $ 4,004 $ 3,534 Operating lease liabilities 2,185 2,271 Payroll and other employee related expenses 2,048 3,200 Interest 1,659 1,989 Marketing 1,018 999 Legal and professional obligations 604 392 Other 1,648 1,474 Accrued and other current liabilities $ 13,166 $ 13,859 The Company incurred advertising expenses of $ 4.4 m illion and $ 8.0 million during the three months ended March 31, 2024 and 2023, respectively. Other long-term liabilities consists of the non-current portion of our operating lease liabilities as of March 31, 2024 and December 31, 2023 . |
Credit Facilities and Other Deb
Credit Facilities and Other Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Credit Facilities and Other Debt | Note 7. Credit Facilities and Other Debt The carrying value of the Company’s credit facilities and other debt consists of the following as of the respective period ends: March 31, December 31, ($ in thousands) 2024 2023 Credit facilities and other debt, net Senior secured credit facilities with financial institutions $ 211,722 $ 216,654 Senior secured credit facility with a related party 6,039 6,289 Mezzanine secured credit facilities with financial institutions 19,769 12,704 Mezzanine secured credit facilities with a related party 18,483 23,803 Debt issuance costs ( 1,408 ) ( 2,226 ) Total credit facilities and other debt, net 254,605 257,224 Current portion - credit facilities and other debt, net Total credit facilities and other debt, net 230,083 227,132 Total credit facilities and other debt - related party 24,522 30,092 Total credit facilities and other debt, net $ 254,605 $ 257,224 The Company utilizes inventory financing facilities consisting of senior secured credit facilities, mezzanine secured credit facilities and other senior secured borrowing arrangements to provide financing for the Company’s real estate inventory purchases and renovation. Borrowings under the Company’s credit facilities and other debt are classified as current liabilities on the accompanying condensed consolidated balance sheets as amounts drawn to purchase and renovate homes are required to be repaid as the related real estate inventory is sold, which is expected to be within 12 months. As of March 31, 2024, the Company had a total borrowing ca pacity of $ 1,052.0 million under its senior secured credit facilities and mezzanine secured credit facilities, of which $ 562.2 million was committed. Any borrowings above the committed amounts are subject to the applicable lender’s discretion. Under the Company’s senior secured credit facilities and mezzanine secured credit facilities, amounts can be borrowed, repaid and borrowed again during the revolving period. The borrowing capacity is generally available until the end of the applicable revolving period as reflected in the tables below. Outstanding amounts drawn under each senior secured credit facility and mezzanine secured credit facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event. The Company’s senior secured credit facilities and mezzanine secured credit facilities have aggregated borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility and the time that those properties are in the Company’s possession. When the Company resells a home, the proceeds are used to reduce the corresponding outstanding balance under the related senior and mezzanine secured revolving credit facilities. The borrowing base for a given facility may be reduced as properties age beyond certain thresholds or the performance of the properties financed under that facility declines, and any borrowing base deficiencies may be satisfied through contributions of additional properties or partial repayment of the facility. Senior Secured Credit Facilities The following summarizes certain details related to the Company’s senior secured credit facilities (in thousands, except interest rates): Borrowing Capacity Outstanding Weighted- End of Final As of March 31, 2024 Committed Uncommitted Total Amount Rate Period Date Senior financial institution 1 $ 200,000 $ 200,000 $ 400,000 $ 99,528 8.13 % June 2025 June 2025 Senior financial institution 2 100,000 100,000 200,000 45,743 8.07 % January 2025 July 2025 Senior financial institution 3 100,000 50,000 150,000 44,402 8.57 % January 2025 April 2025 Related party 30,000 20,000 50,000 6,039 10.34 % March 2025 September 2025 Senior financial institution 4 30,000 45,000 75,000 22,049 9.83 % August 2024 February 2025 Senior secured credit facilities $ 460,000 $ 415,000 $ 875,000 $ 217,761 Borrowing Capacity Outstanding Weighted- As of December 31, 2023 Committed Uncommitted Total Amount Rate Senior financial institution 1 $ 200,000 $ 200,000 $ 400,000 $ 135,676 7.91 % Senior financial institution 2 100,000 100,000 200,000 55,541 7.61 % Senior financial institution 3 100,000 50,000 150,000 6,453 7.11 % Related party 30,000 20,000 50,000 6,289 10.05 % Senior financial institution 4 30,000 45,000 75,000 18,984 8.42 % Senior secured credit facilities $ 460,000 $ 415,000 $ 875,000 $ 222,943 As of March 31, 2024 , the Company had five senior secured credit facilities, four with separate financial institutions and one with a related party, which holds more than 5 % of our Class A common stock. Borrowings under the senior secured credit facilities accrue interest at a rate based on a Secured Overnight Financing Rate (“SOFR”) reference rate, plus a margin which varies by facility. Each of the Company’s senior secured credit facilities also have interest rate floors. The Company may also pay fees on its senior secured credit facilities, including a commitment fee and fees on certain unused portions of the committed borrowing capacity under the respective credit agreements. Borrowings under the Company’s senior secured credit facilities are collateralized by the real estate inventory financed by the senior secured credit facility. The lenders have legal recourse only to the assets securing the debt and do not have general recourse against the Company with limited exceptions. The Company has, however, provided limited non-recourse carve-out guarantees under its senior and mezzanine secured credit facilities for certain of the SPEs’ obligations. Each senior secured credit facility contains eligibility requirements that govern whether a property can be financed. Mezzanine Secured Credit Facilities The following summarizes certain details related to the Company’s mezzanine secured credit facilities (in thousands, except interest rates): Borrowing Capacity Outstanding Weighted- End of Final As of March 31, 2024 Committed Uncommitted Total Amount Rate Period Date Related party facility 1 $ 45,000 $ 25,000 $ 70,000 $ 16,994 13.84 % June 2025 December 2025 Mezzanine financial institution 1 22,500 22,500 45,000 9,408 13.92 % January 2025 July 2025 Mezzanine financial institution 2 26,667 13,333 40,000 10,361 12.57 % January 2025 April 2025 Related party facility 2 8,000 14,000 22,000 1,489 13.84 % March 2025 September 2025 Mezzanine secured credit facilities $ 102,167 $ 74,833 $ 177,000 $ 38,252 Borrowing Capacity Outstanding Weighted- As of December 31, 2023 Committed Uncommitted Total Amount Rate Related party facility 1 $ 45,000 $ 25,000 $ 70,000 $ 22,250 11.56 % Mezzanine financial institution 1 22,500 22,500 45,000 11,198 12.79 % Mezzanine financial institution 2 26,667 13,333 40,000 1,506 9.55 % Related party facility 2 8,000 14,000 22,000 1,553 13.05 % Mezzanine secured credit facilities $ 102,167 $ 74,833 $ 177,000 $ 36,507 As of March 31, 2024, the Company had four mezzanine secured credit facilities, two with separate financial institutions and two with a related party, which holds more than 5% of our Class A common stock. Borrowings under the Company’s mezzanine secured credit facilities accrue interest at a rate based on a SOFR reference rate, plus a margin which varies by facility. Each of the Company’s mezzanine secured credit facilities also have interest rate floors. The Company may also pay fees on its mezzanine secured credit facilities, including a commitment fee and fees on certain unused portions of the committed borrowing capacity under the respective credit agreements. Borrowings under the Company’s mezzanine secured credit facilities are collateralized by a second lien on the real estate inventory financed by the relevant credit facility. The lenders have legal recourse only to the assets securing the debt, and do not have general recourse to Offerpad with limited exceptions. The Company’s mezzanine secured credit facilities are structurally and contractually subordinated to the related senior secured credit facilities. Maturities Certain of the Company’s secured credit facilities mature within the next twelve months following the date these condensed consolidated financial statements are issued. The Company expects to enter into new financing arrangements or amend existing arrangements to meet its obligations as they come due, which the Company believes is probable based on its history of prior credit facility renewals. The Company believes cash on hand, together with proceeds from the resale of homes and cash from future borrowings available under each of the Company’s existing credit facilities or the entry into new financing arrangements, will be sufficient to meet its obligations as they become due in the ordinary course of business for at least 12 months following the date these condensed consolidated financial statements are issued. Covenants for Senior Secured Credit Facilities and Mezzanine Secured Credit Facilities The Company’s secured credit facilities include customary representations and warranties, covenants and events of default. Financed properties are subject to customary eligibility criteria and concentration limits. The terms of these facilities and related financing documents require the Company to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth or leverage (ratio of debt to tangible net worth). As of March 31, 2024 , the Company was in compliance with all covenants and no event of default had occurred. |
Warrant Liabilities
Warrant Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Warrant Liabilities | Note 8. Warrant Liabilities As of March 31, 2024, the Company had 16.1 million public warrants outstanding and 5.7 million private placement warrants outstanding, with every 15 warrants being exercisable to purchase one share of Class A common stock at an exercise price of $ 172.50 per share . Public Warrants The public warrants became exercisable on October 23, 2021. A holder may exercise its warrants only for a whole number of shares of Class A common stock. The public warrants will expire September 1, 2026 , or earlier upon redemption or liquidation. Pursuant to the terms of the warrant agreements, the Company may call the public warrants for redemption for cash or redeem the outstanding warrants for shares of Class A common stock under certain scenarios. The public warrants are traded on an over-the-counter market. Private Placement Warrants The private placement warrants are not redeemable by the Company so long as they are held by the Supernova Sponsor or its permitted transferees, except in certain limited circumstances. The Supernova Sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis and the Supernova Sponsor and its permitted transferees has certain registration rights related to the private placement warrants (including the shares of Class A common stock issuable upon exercise of the private placement warrants). Except as described in this section, the private placement warrants have terms and provisions that are identical to those of the public warrants. If the private placement warrants are held by holders other than the Supernova Sponsor or its permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the public warrants. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
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 (in thousands): As of March 31, 2024 Quoted Prices in Significant Other Significant Public warrant liabilities $ 52 $ — $ — Private placement warrant liabilities $ — $ — $ 75 As of December 31, 2023 Quoted Prices in Significant Other Significant Public warrant liabilities $ 305 $ — $ — Private placement warrant liabilities $ — $ — $ 166 Public Warrants The public warrants are traded on an over-the-counter market. The fair value of the public warrants is estimated based on the quoted market price of such warrants on the valuation date. The Company recorded changes in the fair value of the public warrants o f ($ 0.3 ) million and $ 0.3 mil lion during the three months ended March 31, 2024 and 2023, respectively. These changes are recorded in Change in fair value of warrant liabilities in our condensed consolidated statements of operations. Private Placement Warrants The following summarizes the changes in the Company’s private placement warrant liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the respective periods: Three Months Ended March 31, ($ in thousands) 2024 2023 Beginning balance $ 166 $ 196 Change in fair value of private placement warrants included in net loss ( 91 ) 89 Ending balance $ 75 $ 285 The Company generally uses the Black-Scholes-Merton option-pricing model to determine the fair value of the private placement warrants, with assumptions including expected volatility, expected life of the warrants, associated risk-free interest rate, and expected dividend yield. There were no transfers between Levels 1, 2, and 3 during the three months ended March 31, 2024 and 2023 . |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 10. Stockholders’ Equity Authorized Capital Stock The Company’s is authorized to issue 2,100,000,000 shares of capital stock, which consists of 2,000,000,000 shares of Class A common stock and 100,000,000 shares of preferred stock, both of which have a par value $ 0.0001 per share. Class A Common Stock Our Class A common stock trades on the New York Stock Exchange under the symbol “OPAD” and our public warrants trade on the OTC Markets Group Pink Market under the symbol “OPADW.” As of March 31, 2024, we had 27,300,233 shares of Class A common stock issued and outstanding. We also have outstanding private placement warrants to purchase shares of our Class A common stock. Refer to Note 8. Warrant Liabilities . During January 2023 , we sold and issued pre-funded warrants to purchase shares of our Class A common stock, resulting in gross proceeds of approximately $ 90.0 million. The pre-funded warrants became exercisable during March 2023. All of the pre-funded warrants were subsequently exercised during 2023, upon which, 10.7 million shares of our Class A common stock were issued. Preferred Stock As of March 31, 2024 , there were no shares of preferred stock issued and outstanding. Dividends Our Class A common stock is entitled to dividends if and when any dividend is declared by our Board, subject to the rights of all classes of stock outstanding having priority rights to dividends. We have not paid any cash dividends on common stock to date. We may retain future earnings, if any, for the further development and expansion of our business and have no current plans to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be made at the discretion of our Board and will depend on, among other things, our financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as our Board may deem relevant. |
Stock-Based Awards
Stock-Based Awards | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Awards | Note 11. Stock-Based Awards 2021 Equity Incentive Plans Incentive Award Plan As of December 31, 2023, there were 1,755,548 shares of Class A common stock reserved for issuance under the Offerpad Solutions Inc. 2021 Incentive Award Plan (the “2021 Plan”). Pursuant to the terms of the 2021 Plan, the number of shares of the Company’s Class A common stock available for issuance under the 2021 Plan automatically increased by 122,360 shares of Class A common stock on January 1, 2024. Following this increase, there were 1,877,908 shares reserved for issuance under the 2021 Plan as of March 31, 2024. As of March 31, 2024, the Company has granted stock options, restricted stock units (“RSUs”), performance-based RSUs (“PSUs”) and other stock or cash-based awards under the 2021 Plan. Employee Stock Purchase Plan As of December 31, 2023, there were 175,554 shares of Class A common stock reserved for issuance under the Offerpad Solutions Inc. 2021 Employee Stock Purchase Plan (“ESPP”). Pursuant to the terms of the ESPP, the number of shares of the Company’s Class A common stock available for issuance under the ESPP automatically increased by 111,248 shares of Class A common stock on January 1, 2024. Following this increase, there were 286,802 shares reserved for issuance under the ESPP a s of March 31, 2024. As of March 31, 2024 , no shares have been issued under the ESPP. Restricted Stock Units The following summarizes RSU award activity during the three months ended March 31, 2024: Number of (in thousands) Weighted Outstanding as of December 31, 2023 250 $ 29.77 Granted 33 9.12 Vested and settled ( 67 ) 24.83 Forfeited ( 5 ) 16.75 Outstanding as of March 31, 2024 211 28.39 As of March 31, 2024, 0.1 million RSUs have vested, but have not yet been settled in shares of the Company’s Class A common stock, pursuant to elections made by certain non-employee members of our Board to defer settlement thereof under the Offerpad Solutions Inc. Deferred Compensation Plan for Directors. As of March 31, 2024 , the Company had $ 2.5 million of unrecognized stock-base d compensation expense related to unvested RSUs. This expense is expected to be recognized over a weighted average period of 1.43 yea rs. The fair value of RSUs that vested and settled during the three months ended March 31, 2024 and 2023 was $ 1.7 million and $ 1.6 million, respectively. Performance-Based Restricted Stock Units The following summarizes PSU award activity during the three months ended March 31, 2024: Number of (in thousands) Weighted Outstanding as of December 31, 2023 119 $ 70.81 Granted — — Vested — — Forfeited — — Outstanding as of March 31, 2024 119 70.81 As of March 31, 2024, the Company had $ 2.6 million of unrecognized stock-based compensation expense related to unvested PSUs. This expense is expected to be recognized over a weighted average period of 0.92 years. Other Cash or Stock-Based Awards The Company did not grant any other cash or stock-based awards during the three months ended March 31, 2024. As of March 31, 2024, the Company had $ 3.1 million of unrecognized stock-based compensation expense related to unvested other cash or stock-based awards granted in prior periods. This expense is expected to be recognized over a weighted average period o f 2.70 years. Stock Options The following summarizes stock option activity during the three months ended March 31, 2024 : Number of (in thousands) Weighted- Weighted-Average (in years) Aggregate (in thousands) Outstanding as of December 31, 2023 1,078 $ 12.04 4.26 $ 1,686 Granted — — Exercised ( 5 ) 2.95 Forfeited, canceled or expired ( 21 ) 17.23 Outstanding as of March 31, 2024 1,052 11.98 4.06 1,151 Exercisable as of March 31, 2024 990 11.50 3.87 1,151 Vested and expected to vest as of March 31, 2024 1,052 11.98 4.06 1,151 The total intrinsic value of stock options exercised during the three months ended March 31, 2024 and 2023 was less than $ 0.1 million and $ 0.1 million , respectively. As of March 31, 2024, the Company had unrecognized stock-based compensation expense related to unvested stock options of $ 1.0 million . This expense is expected to be recognized over a weighted average period of 1.04 years. The fair value of stock options that vested during the three months ended March 31, 2024 and 2023 was $ 0.4 million and $ 0.7 million, respectively. Stock-based Compensation Expense The following details stock-based compensation expense for the respective periods: Three Months Ended March 31, ($ in thousands) 2024 2023 Sales, marketing and operating $ 1,176 $ 328 General and administrative 2,400 1,444 Technology and development 291 71 Stock-based compensation expense $ 3,867 $ 1,843 |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2024 | |
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: March 31, December 31, ($ in thousands) 2024 2023 Assets Restricted cash $ 9,883 $ 3,867 Accounts receivable 963 6,782 Real estate inventory 266,107 276,500 Prepaid expenses and other current assets 850 1,588 Total assets $ 277,803 $ 288,737 Liabilities Accounts payable $ 1,707 $ 1,798 Accrued and other current liabilities 1,720 2,027 Secured credit facilities and other debt, net 254,605 257,224 Total liabilities $ 258,032 $ 261,049 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
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: Three Months Ended March 31, (In thousands, except per share data) 2024 2023 Numerator: Net loss $ ( 17,515 ) $ ( 59,447 ) Denominator: Weighted average common shares outstanding, basic 27,339 23,661 Dilutive effect of stock options (1) — — Dilutive effect of restricted stock units (1) — — Weighted average common shares outstanding, diluted 27,339 23,661 Net loss per share, basic $ ( 0.64 ) $ ( 2.51 ) Net loss per share, diluted $ ( 0.64 ) $ ( 2.51 ) Anti-dilutive securities excluded from diluted loss per share: Anti-dilutive stock options (1) 973 1,067 Anti-dilutive restricted stock units (1) 130 81 Anti-dilutive performance-based restricted stock units 119 127 Anti-dilutive warrants issued in connection with Business Combination 1,452 1,452 (1) Due to the net loss during each of the three months ended March 31, 2024 and 2023 , no dilutive securities were included in the calculation of diluted loss per share because they would have been anti-dilutive. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes The Company determines its interim tax provision by applying the estimated effective income tax rate expected to be applicable for the full fiscal year to its income (loss) before income taxes for the period. The Company’s effective tax rate is dependent on several factors, such as tax rates in state jurisdictions and the relative amount of income the Company earns in the respective jurisdiction. The Company recorded inco me tax expense of $ 0.1 million during each of the three months ended March 31, 2024 and 2023 , respectively. The Company’s effective tax rate was an expense of 0.7 % and 0.2 % for the three months ended March 31, 2024 and 2023, respectively. The Company’s effective tax rate during the three months ended March 31, 2024 differed from the federal statutory rate of 21 % primarily due to net operating loss carryforwards and state taxes. The valuation allowance recorded against our net deferred tax assets was $ 111.0 million as of March 31, 2024. As of March 31, 2024, we continue to have a full valuation allowance recorded against all deferred tax assets and will continue to evaluate our valuation allowance in future periods for any change in circumstances that causes a change in judgment about the realizability of the deferred tax assets. The amount of the deferred tax assets considered realizable, however, could be adjusted in future periods if estimates of future taxable income during the carryforward period are increased, if objective negative evidence in the form of cumulative losses is no longer present, and if we employ tax planning strategies in the future. The Internal Revenue Code contains provisions that limit the utilization of net operating loss carryforwards and tax credit carryforwards if there has been an ownership change. Such ownership change, as described in Section 382 of the Internal Revenue Code, may limit the Company’s ability to utilize its net operating loss carryforwards and tax credit carryforwards on a yearly basis. To the extent that any single-year limitation is not utilized to the full amount of the limitation, such unused amounts are carried over to subsequent years until the earlier of utilization or the expiration of the relevant carryforward period. The Company determined that an ownership change occurred on February 10, 2017. An analysis was performed and while utilization of net operating losses would be limited in years prior to December 31, 2020, subsequent to that date, there is no limitation on the Company’s ability to utilize its net operating losses. As such, the ownership change has no impact to the carrying value of the Company’s net operating loss carryforwards or ability to use them in future years. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 15. Related-Party Transactions LL Credit Facilities As of March 31, 2024 , we have one senior secured credit facility with a related party and two mezzanine secured credit facilities with a related party (the “LL Credit Facilities”) . The following summarizes certain details related to these facilities: As of March 31, 2024 As of December 31, 2023 ($ in thousands) Borrowing Outstanding Borrowing Outstanding Senior secured credit facility with a related party $ 50,000 $ 6,039 $ 50,000 $ 6,289 Mezzanine secured credit facilities with a related party $ 92,000 $ 18,483 $ 92,000 $ 23,803 Since October 2016, we have been party to a loan and security agreement (the “LL Funds Loan Agreement”), with LL Private Lending Fund, L.P. and LL Private Lending Fund II, L.P., both of which are affiliates of LL Capital Partners I, L.P., which holds more than 5 % of our Class A common stock. Additionally, Roberto Sella, who is a member of our Board and holds more than 5% of our Class A common stock, is the managing partner of LL Funds. The LL Funds Loan Agreement is comprised of a senior secured credit facility and a mezzanine secured credit facility, under which we may borrow funds up to a maximum principal amount of $ 50.0 million and $ 22.0 million, respectively. The LL Funds Loan Agreement also provides us with the option to borrow above the fully committed borrowing capacity, subject to the lender’s discretion. Refer to Note 7. Credit Facilities and Other Debt , for further details about the facilities under the LL Funds Loan Agreement. Since March 2020, we have also been party to a mezzanine loan and security agreement (the “LL Mezz Loan Agreement”), with LL Private Lending Fund II, L.P., which is an affiliate of LL Capital Partners I, L.P. Under the LL Mezz Loan Agreement, we may borrow funds up to a maximum principal amount of $ 70.0 million. Refer to Note 7. Credit Facilities and Other Debt , for further details about the mezzanine facility under the LL Mezz Loan Agreement. We paid interest for borrowings under the LL Credit Facilities of $ 1.0 million and $ 1.5 million during the three months ended March 31, 2024 and 2023, respectively. Use of First American Financial Corporation’s Services First American Financial Corporation (“First American”), which holds more than 5 % of our Class A common stock, through its subsidiaries is a provider of title insurance and settlement services for real estate transactions and a provider of property data services. Additionally, Kenneth DeGiorgio, who is a member of the Company’s Board, is the chief executive officer of First American. We use First American’s services in the ordinary course of our home-buying and home-selling activities. We paid First American $ 1.7 m illion and $ 2.7 million during the three months ended March 31, 2024 and 2023, respectively, for its services, inclusive of the fees for property data services. Compensation of Immediate Family Members of Brian Bair Offerpad employs two of Brian Bair’s brothers, along with Mr. Bair’s sister-in-law. The following details the total compensation paid to Mr. Bair’s brothers and Mr. Bair’s sister-in-law, which includes both base salary and annual performance-based cash incentives during each of the respective periods: Three Months Ended March 31, ($ in thousands) 2024 2023 Mr. Bair’s brother 1 $ 163 $ 369 Mr. Bair’s brother 2 153 348 Mr. Bair’s sister-in-law 36 51 $ 352 $ 768 During each of the three months ended March 31, 2024 and 2023, the Company did not grant any equity awards to Mr. Bair's brothers and Mr. Bair's sister-in-law. Warehouse Lending Facility with FirstFunding, Inc. During 2022 , Offerpad Mortgage, LLC (“Offerpad Home Loans” or “OPHL”), a wholly-owned subsidiary of the Company, entered into a warehouse lending facility with FirstFunding, Inc., a wholly-owned subsidiary of First American, which holds more than 5 % of our Class A common stock. Offerpad Home Loans used the warehouse lending facility to fund mortgag e loans it originated and then sold to third-party mortgage servicers. As of March 31, 2024 , there were no amounts outstanding under the facility and fees paid under the facility were immaterial during each of the three months ended March 31, 2024 and 2023. During April 2024, the warehouse lending facility expired and was not renewed. Pre-Funded Warrants During January 2023, the Company sold and issued pre-funded warrants to purchase shares of the Company’s Class A common stock. The investors included Brian Bair, Roberto Sella, First American, and Kenneth DeGiorgio. Refer to Note 10. Stockholders’ Equity , for further details. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 16. Commitments and Contingencies Homes Purchase Commitments As of March 31, 2024, the Company was under contract to purchase 545 homes for an aggregate purchase price of $ 156.4 million. Lease Commitments The Company has entered into operating lease agreements for its existing corporate headquarters in Chandler, Arizona, its future corporate headquarters in Tempe, Arizona, and field office facilities in most of the metropolitan markets in which the Company operates in the United States. Refer to Note 5. Leases , for further details. Legal and Other Matters The Company is subject to various actions, claims, suits and other legal proceedings that arise in the ordinary course of business, including, without limitation, assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. The Company records accruals for loss contingencies when it is probable that a loss will occur, and the amount of such loss can be reasonably estimated. The Company is not currently a party to any actions, claims, suits or other legal proceedings, the outcome of which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the Company’s condensed consolidated financial statements. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
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, except as described elsewhere in the notes to the condensed consolidated financial statements. |
Nature of Operations and Sign_2
Nature of Operations and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Offerpad’s mission is to deliver the best home buying and selling experience. From cash offers and flexible listing options to mortgages and buyer services, we have been helping homeowners since 2015. We pair our local expertise in residential real estate with proprietary technology to put customers in control of the process and help find the right solution that fits their needs. The Company is currently headquartered in Chandler, Arizona and operates in over 1,800 cities and towns in 27 metropolitan markets across 17 states as of March 31, 2024 . |
Basis of Presentation and Interim Financial Information | Basis of Presentation and Interim Financial Information The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and note disclosures required for annual financial statements have been condensed or excluded pursuant to GAAP and SEC rules and regulations. Accordingly, the unaudited interim condensed consolidated financial statements do not include all of the information and note disclosures required by GAAP for complete financial statements. Therefore, this information should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2023 included in the Company’s 2023 Annual Report on Form 10-K as filed with the SEC on February 27, 2024. The accompanying financial information reflects all adjustments which are, in the opinion of the Comp any’s management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Reverse Stock Split | Reverse Stock Split On June 12, 2023, the Company filed a certificate of amendment to its Third Restated Certificate of Incorporation (as amended from time to time, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a 1-for-15 reverse stock split (the “Reverse Stock Split”). The Company’s Class A common stock began trading on a split-adjusted basis at market open on June 13, 2023 under the existing symbol “OPAD”. All share and per share amounts in the accompanying condensed consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. |
Use of Estimates | Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Significant estimates include those related to the net realizable value of real estate inventory, among others. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The Company’s condensed consolidated financial statements include the assets, liabilities, revenues and expenses of the Company, its wholly-owned operating subsidiaries and variable interest entities where the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. |
Real Estate Inventory | Real Estate Inventory Real estate inventory consists of acquired homes and is stated at the lower of cost or net realizable value, with cost and net realizable value determined by the specific identification of each home. Costs include initial purchase costs and renovation costs, as well as holding costs and interest incurred during the renovation period, prior to the listing date. Selling costs, including commissions and holding costs incurred after the listing date, are expensed as incurred and included in sales, marketing and operating expenses. The Company reviews real estate inventory for valuation adjustments on a quarterly basis, or more frequently if events or changes in circumstances indicate that the carrying value of real estate inventory may not be recoverable. The Company evaluates real estate inventory for indicators that net realizable value is lower than cost at the individual home level. The Company generally considers multiple factors in determining net realizable value for each home, including recent comparable home sale transactions in the specific area where the home is located, the residential real estate market conditions in both the local market in which the home is located and in the U.S. in general, the impact of national, regional or local economic conditions and expected selling costs. When evidence exists that the net realizable value of real estate inventory is lower than its cost, the difference is recognized as a real estate inventory valuation adjustment in cost of revenue and the related real estate inventory is adjusted to its net realizable value. For individual homes or portfolios of homes under contract to sell as of the real estate inventory valuation assessment date, if the carrying value exceeds the contract price less expected selling costs, the carrying value of these homes are adjusted to the contract price less expected selling costs. For all other homes, if the carrying value exceeds the expected sale price less expected selling costs, the carrying value of these homes are adjusted to the expected sale price less expected selling costs. Changes in the Company’s pricing assumptions may lead to a change in the outcome of the real estate inventory valuation analysis, and actual results may differ from the Company’s assumptions. The Company recorded real estate inventory valuation adjustments of $ 0.6 million and $ 7.3 million during the three months ended March 31, 2024 and 2023, respectively. Refer to Note 2. Real Estate Inventory , for further details. |
Recent Accounting Standards | Recent Accounting Standards Income Tax Disclosures In December 2023, the FASB issued a new standard which is intended to improve an entity’s income tax disclosures, primarily through disaggregated information about an entity’s effective income tax rate reconciliation and additional disclosures about income taxes paid. The new standard is effective for annual periods beginning after December 15, 2024. Accordingly, the new standard is effective for the Company on January 1, 2025 on a prospective basis. The Company is currently evaluating the impact that the standard will have on its condensed consolidated financial statements. Segment Reporting In November 2023, the FASB issued a new standard which is intended to improve disclosures about an entity’s reportable segments, primarily through enhanced disclosures about significant segment expenses. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Accordingly, the new standard is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, using a retrospective approach. The Company is currently evaluating the impact that the standard will have on its condensed consolidated financial statements. |
Real Estate Inventory (Tables)
Real Estate Inventory (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | The components of real estate inventory, net of applicable lower of cost or net realizable value adjustments, consist of the following as of the respective period ends: March 31, December 31, ($ in thousands) 2024 2023 Homes preparing for and under renovation $ 67,849 $ 53,116 Homes listed for sale 107,164 148,648 Homes under contract to sell 91,094 74,736 Real estate inventory $ 266,107 $ 276,500 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following as of the respective period ends: March 31, December 31, ($ in thousands) 2024 2023 Rooftop solar panel systems $ 5,038 $ 5,075 Leasehold improvements 1,130 1,130 Office equipment and furniture 837 837 Software systems 386 386 Computers and equipment 265 265 Construction in progress 385 32 Property and equipment, gross 8,041 7,725 Less: accumulated depreciation ( 3,362 ) ( 3,208 ) Property and equipment, net $ 4,679 $ 4,517 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Company Operating Lease Liability Maturities | The Company’s operating lease liability maturities as of March 31, 2024 are as follows: ($ in thousands) Remainder of 2024 $ 1,760 2025 2,898 2026 2,089 2027 1,949 2028 1,922 2029 1,974 Thereafter 11,862 Total future lease payments 24,454 Less: Imputed interest ( 7,388 ) Less: Tenant incentive receivable ( 5,532 ) Total lease liabilities $ 11,534 |
Schedule of Company Operating Lease Right of Use Assets and Operating Lease Liabilities | The Company’s operating lease right-of-use assets and operating lease liabilities, and the associated financial statement line items, are as follows as of the respective period ends: March 31, December 31, ($ in thousands) Financial Statement Line Items 2024 2023 Right-of-use assets Other non-current assets $ 10,538 $ 3,338 Lease liabilities: Current liabilities Accrued and other current liabilities 2,185 2,271 Non-current liabilities Other long-term liabilities 9,349 1,418 Total lease liabilities $ 11,534 $ 3,689 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued and Other Liabilities | Accrued and other current liabilities consist of the following as of the respective period ends: March 31, December 31, ($ in thousands) 2024 2023 Home renovation $ 4,004 $ 3,534 Operating lease liabilities 2,185 2,271 Payroll and other employee related expenses 2,048 3,200 Interest 1,659 1,989 Marketing 1,018 999 Legal and professional obligations 604 392 Other 1,648 1,474 Accrued and other current liabilities $ 13,166 $ 13,859 |
Credit Facilities and Other D_2
Credit Facilities and Other Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Line Of Credit Facility [Line Items] | |
Schedule of Carrying Values of Company Debt | The carrying value of the Company’s credit facilities and other debt consists of the following as of the respective period ends: March 31, December 31, ($ in thousands) 2024 2023 Credit facilities and other debt, net Senior secured credit facilities with financial institutions $ 211,722 $ 216,654 Senior secured credit facility with a related party 6,039 6,289 Mezzanine secured credit facilities with financial institutions 19,769 12,704 Mezzanine secured credit facilities with a related party 18,483 23,803 Debt issuance costs ( 1,408 ) ( 2,226 ) Total credit facilities and other debt, net 254,605 257,224 Current portion - credit facilities and other debt, net Total credit facilities and other debt, net 230,083 227,132 Total credit facilities and other debt - related party 24,522 30,092 Total credit facilities and other debt, net $ 254,605 $ 257,224 |
Summary of Company Senior Secured Credit Facilities | The following summarizes certain details related to the Company’s senior secured credit facilities (in thousands, except interest rates): Borrowing Capacity Outstanding Weighted- End of Final As of March 31, 2024 Committed Uncommitted Total Amount Rate Period Date Senior financial institution 1 $ 200,000 $ 200,000 $ 400,000 $ 99,528 8.13 % June 2025 June 2025 Senior financial institution 2 100,000 100,000 200,000 45,743 8.07 % January 2025 July 2025 Senior financial institution 3 100,000 50,000 150,000 44,402 8.57 % January 2025 April 2025 Related party 30,000 20,000 50,000 6,039 10.34 % March 2025 September 2025 Senior financial institution 4 30,000 45,000 75,000 22,049 9.83 % August 2024 February 2025 Senior secured credit facilities $ 460,000 $ 415,000 $ 875,000 $ 217,761 Borrowing Capacity Outstanding Weighted- As of December 31, 2023 Committed Uncommitted Total Amount Rate Senior financial institution 1 $ 200,000 $ 200,000 $ 400,000 $ 135,676 7.91 % Senior financial institution 2 100,000 100,000 200,000 55,541 7.61 % Senior financial institution 3 100,000 50,000 150,000 6,453 7.11 % Related party 30,000 20,000 50,000 6,289 10.05 % Senior financial institution 4 30,000 45,000 75,000 18,984 8.42 % Senior secured credit facilities $ 460,000 $ 415,000 $ 875,000 $ 222,943 |
Mezzanine Revolving Credit Facilities | |
Line Of Credit Facility [Line Items] | |
Summary of Company Senior Secured Credit Facilities | The following summarizes certain details related to the Company’s mezzanine secured credit facilities (in thousands, except interest rates): Borrowing Capacity Outstanding Weighted- End of Final As of March 31, 2024 Committed Uncommitted Total Amount Rate Period Date Related party facility 1 $ 45,000 $ 25,000 $ 70,000 $ 16,994 13.84 % June 2025 December 2025 Mezzanine financial institution 1 22,500 22,500 45,000 9,408 13.92 % January 2025 July 2025 Mezzanine financial institution 2 26,667 13,333 40,000 10,361 12.57 % January 2025 April 2025 Related party facility 2 8,000 14,000 22,000 1,489 13.84 % March 2025 September 2025 Mezzanine secured credit facilities $ 102,167 $ 74,833 $ 177,000 $ 38,252 Borrowing Capacity Outstanding Weighted- As of December 31, 2023 Committed Uncommitted Total Amount Rate Related party facility 1 $ 45,000 $ 25,000 $ 70,000 $ 22,250 11.56 % Mezzanine financial institution 1 22,500 22,500 45,000 11,198 12.79 % Mezzanine financial institution 2 26,667 13,333 40,000 1,506 9.55 % Related party facility 2 8,000 14,000 22,000 1,553 13.05 % Mezzanine secured credit facilities $ 102,167 $ 74,833 $ 177,000 $ 36,507 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and 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 (in thousands): As of March 31, 2024 Quoted Prices in Significant Other Significant Public warrant liabilities $ 52 $ — $ — Private placement warrant liabilities $ — $ — $ 75 As of December 31, 2023 Quoted Prices in Significant Other Significant Public warrant liabilities $ 305 $ — $ — Private placement warrant liabilities $ — $ — $ 166 |
Schedule of Changes in Private Placement Warrant Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs | The following summarizes the changes in the Company’s private placement warrant liabilities, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the respective periods: Three Months Ended March 31, ($ in thousands) 2024 2023 Beginning balance $ 166 $ 196 Change in fair value of private placement warrants included in net loss ( 91 ) 89 Ending balance $ 75 $ 285 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of RSU award activity | The following summarizes RSU award activity during the three months ended March 31, 2024: Number of (in thousands) Weighted Outstanding as of December 31, 2023 250 $ 29.77 Granted 33 9.12 Vested and settled ( 67 ) 24.83 Forfeited ( 5 ) 16.75 Outstanding as of March 31, 2024 211 28.39 |
Summary of PSU award activity | The following summarizes PSU award activity during the three months ended March 31, 2024: Number of (in thousands) Weighted Outstanding as of December 31, 2023 119 $ 70.81 Granted — — Vested — — Forfeited — — Outstanding as of March 31, 2024 119 70.81 |
Summary of Stock Option Activity | Number of (in thousands) Weighted- Weighted-Average (in years) Aggregate (in thousands) Outstanding as of December 31, 2023 1,078 $ 12.04 4.26 $ 1,686 Granted — — Exercised ( 5 ) 2.95 Forfeited, canceled or expired ( 21 ) 17.23 Outstanding as of March 31, 2024 1,052 11.98 4.06 1,151 Exercisable as of March 31, 2024 990 11.50 3.87 1,151 Vested and expected to vest as of March 31, 2024 1,052 11.98 4.06 1,151 |
Schedule of stock-based compensation expense | The following details stock-based compensation expense for the respective periods: Three Months Ended March 31, ($ in thousands) 2024 2023 Sales, marketing and operating $ 1,176 $ 328 General and administrative 2,400 1,444 Technology and development 291 71 Stock-based compensation expense $ 3,867 $ 1,843 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: March 31, December 31, ($ in thousands) 2024 2023 Assets Restricted cash $ 9,883 $ 3,867 Accounts receivable 963 6,782 Real estate inventory 266,107 276,500 Prepaid expenses and other current assets 850 1,588 Total assets $ 277,803 $ 288,737 Liabilities Accounts payable $ 1,707 $ 1,798 Accrued and other current liabilities 1,720 2,027 Secured credit facilities and other debt, net 254,605 257,224 Total liabilities $ 258,032 $ 261,049 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Summary of Components of Basic and Diluted Earnings Per Share | The components of basic and diluted earnings per share are as follows: Three Months Ended March 31, (In thousands, except per share data) 2024 2023 Numerator: Net loss $ ( 17,515 ) $ ( 59,447 ) Denominator: Weighted average common shares outstanding, basic 27,339 23,661 Dilutive effect of stock options (1) — — Dilutive effect of restricted stock units (1) — — Weighted average common shares outstanding, diluted 27,339 23,661 Net loss per share, basic $ ( 0.64 ) $ ( 2.51 ) Net loss per share, diluted $ ( 0.64 ) $ ( 2.51 ) Anti-dilutive securities excluded from diluted loss per share: Anti-dilutive stock options (1) 973 1,067 Anti-dilutive restricted stock units (1) 130 81 Anti-dilutive performance-based restricted stock units 119 127 Anti-dilutive warrants issued in connection with Business Combination 1,452 1,452 (1) Due to the net loss during each of the three months ended March 31, 2024 and 2023 , 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) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transaction [Line Items] | |
Summary of Related Parties | The following details the total compensation paid to Mr. Bair’s brothers and Mr. Bair’s sister-in-law, which includes both base salary and annual performance-based cash incentives during each of the respective periods: Three Months Ended March 31, ($ in thousands) 2024 2023 Mr. Bair’s brother 1 $ 163 $ 369 Mr. Bair’s brother 2 153 348 Mr. Bair’s sister-in-law 36 51 $ 352 $ 768 |
LL Credit Facilities [Member] | |
Related Party Transaction [Line Items] | |
Summary of Related Parties | The following summarizes certain details related to these facilities: As of March 31, 2024 As of December 31, 2023 ($ in thousands) Borrowing Outstanding Borrowing Outstanding Senior secured credit facility with a related party $ 50,000 $ 6,039 $ 50,000 $ 6,289 Mezzanine secured credit facilities with a related party $ 92,000 $ 18,483 $ 92,000 $ 23,803 |
Nature of Operations and Sign_3
Nature of Operations and Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Real estate inventory valuation adjustment | $ 624 | $ 7,285 |
Real Estate Inventory - Schedul
Real Estate Inventory - Schedule of Components of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Homes preparing for and under renovation | $ 67,849 | $ 53,116 |
Homes listed for sale | 107,164 | 148,648 |
Homes under contract to sell | 91,094 | 74,736 |
Inventory | $ 266,107 | $ 276,500 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative [Line Items] | ||
Payment to acquire option | $ 1,200 | |
Change in fair value of derivative instrument | $ 0 | $ 568 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 8,041 | $ 7,725 |
Less: accumulated depreciation | (3,362) | (3,208) |
Property and equipment, net | 4,679 | 4,517 |
Rooftop Solar Panel Systems | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5,038 | 5,075 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,130 | 1,130 |
Office Equipment and Furniture | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 837 | 837 |
Software Systems | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 386 | 386 |
Computers and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 265 | 265 |
Construction In Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 385 | $ 32 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 166 | $ 202 |
Leases - Schedule of Company Op
Leases - Schedule of Company Operating Lease Liability Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Remainder of 2024 | $ 1,760 | |
2025 | 2,898 | |
2026 | 2,089 | |
2027 | 1,949 | |
2028 | 1,922 | |
2029 | 11,862 | |
Total future lease payments | 24,454 | |
Less: Imputed interest | (7,388) | |
Less: Tenant incentive receivable | (5,532) | |
Total lease liabilities | $ 11,534 | $ 3,689 |
Leases - Schedule of Company _2
Leases - Schedule of Company Operating Lease Right-of-Use Assets and Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Right-of-use assets | $ 10,538 | $ 3,338 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | |
Operating Lease, Liability, Current | $ 2,185 | 2,271 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued and other current liabilities | |
Operating Lease, Liability, Noncurrent | $ 9,349 | 1,418 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | |
Operating Lease, Liability, Total | $ 11,534 | $ 3,689 |
Leases (Additional Information)
Leases (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Lessee, Lease, Description [Line Items] | |||
Operating Lease, Cost | $ 0.9 | $ 0.6 | |
Short-Term Lease, Cost | $ 0.1 | 0.1 | |
Operating Lease, Weighted Average Remaining Lease Term | 8 years 8 months 12 days | 1 year 9 months 18 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 7% | 4.30% | |
Measurement Of Operating Lease Liabilities [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating Lease, Payments | $ 0.3 | 0.6 | |
Acquired Operating Lease Liabilities [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 7.9 | $ 0 | |
Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Lease Term | 10 years | ||
Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Lease Term | 1 year |
Accrued And Other Liabilities -
Accrued And Other Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Home renovation | $ 4,004 | $ 3,534 |
Operating lease liabilities | 2,185 | 2,271 |
Payroll and other employee related expenses | 2,048 | 3,200 |
Interest | 1,659 | 1,989 |
Marketing | 1,018 | 999 |
Legal and professional obligations | 604 | 392 |
Other | 1,648 | 1,474 |
Accrued and other current liabilities | $ 13,166 | $ 13,859 |
Accrued And Other Liabilities_2
Accrued And Other Liabilities (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Payables and Accruals [Abstract] | ||
Advertising Expense | $ 4.4 | $ 8 |
Credit Facilities and Other D_3
Credit Facilities and Other Debt - Schedule of Carrying Values of the Company's Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Credit facilities and notes payable, net | ||
Debt issuance costs | $ (1,408) | $ (2,226) |
Total credit facilites and notes payable, net | 254,605 | 257,224 |
Current portion - credit facilities and notes payable, net | ||
Total credit facilities and notes payable | 230,083 | 227,132 |
Total credit facilities and notes payable, net - related party | 24,522 | 30,092 |
Total credit facilites and notes payable, net | 254,605 | 257,224 |
Senior Secured Credit Facilities [Member] | ||
Credit facilities and notes payable, net | ||
Secured credit facilities | 6,039 | 6,289 |
Senior Secured Credit Facilities [Member] | Financial Institutions [Member] | ||
Credit facilities and notes payable, net | ||
Secured credit facilities | 211,722 | 216,654 |
Mezzanine Secured Credit Facilities [Member] | ||
Credit facilities and notes payable, net | ||
Secured credit facilities | 18,483 | 23,803 |
Mezzanine Secured Credit Facilities [Member] | Financial Institutions [Member] | ||
Credit facilities and notes payable, net | ||
Secured credit facilities | $ 19,769 | $ 12,704 |
Credit Facilities and Other D_4
Credit Facilities and Other Debt - Schedule of Company's Senior Secured Credit Facilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Senior Secured Credit Facilities With Financial Institutions [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 460,000 | $ 460,000 |
Uncommitted amount | 415,000 | 415,000 |
Borrowing Capacity | 875,000 | 875,000 |
Outstanding Amount | 217,761 | 222,943 |
Revolving Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity | 50,000 | 50,000 |
Outstanding Amount | 6,039 | 6,289 |
June 2025 Revolving Credit Facility [Member] | Senior Secured Credit Facilities With Financial Institutions 1 [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | 200,000 | 200,000 |
Uncommitted amount | 200,000 | 200,000 |
Borrowing Capacity | 400,000 | 400,000 |
Outstanding Amount | $ 99,528 | $ 135,676 |
Weighted- Average Interest Rate | 8.13% | 7.91% |
End of Revolving / Withdrawal Period | Jun. 30, 2025 | |
Maturity Date | Jun. 30, 2025 | |
July 2025 Revolving Credit Facility [Member] | Senior Secured Credit Facility With Financial Institution Two Member | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 100,000 | $ 100,000 |
Uncommitted amount | 100,000 | 100,000 |
Borrowing Capacity | 200,000 | 200,000 |
Outstanding Amount | $ 45,743 | $ 55,541 |
Weighted- Average Interest Rate | 8.07% | 7.61% |
End of Revolving / Withdrawal Period | Jan. 31, 2025 | |
Maturity Date | Jul. 31, 2025 | |
April 2025 Revolving Credit Facility [Member] | Senior Secured Credit Facility With Financial Institution 3 [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 100,000 | $ 100,000 |
Uncommitted amount | 50,000 | 50,000 |
Borrowing Capacity | 150,000 | 150,000 |
Outstanding Amount | $ 44,402 | $ 6,453 |
Weighted- Average Interest Rate | 8.57% | 7.11% |
End of Revolving / Withdrawal Period | Jan. 31, 2025 | |
Maturity Date | Apr. 30, 2025 | |
September 2025 Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 30,000 | $ 30,000 |
Uncommitted amount | 20,000 | 20,000 |
Borrowing Capacity | 50,000 | 50,000 |
Outstanding Amount | $ 6,039 | $ 6,289 |
Weighted- Average Interest Rate | 10.34% | 10.05% |
End of Revolving / Withdrawal Period | Mar. 31, 2025 | |
Maturity Date | Sep. 30, 2025 | |
February 2025 Revolving Credit Facility [Member] | Senior Secured Credit Facility With Financial Institution 4 [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 30,000 | $ 30,000 |
Uncommitted amount | 45,000 | 45,000 |
Borrowing Capacity | 75,000 | 75,000 |
Outstanding Amount | $ 22,049 | $ 18,984 |
Weighted- Average Interest Rate | 9.83% | 8.42% |
End of Revolving / Withdrawal Period | Aug. 31, 2024 | |
Maturity Date | Feb. 28, 2025 |
Credit Facilities and Other D_5
Credit Facilities and Other Debt - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) Facility | Dec. 31, 2023 USD ($) | |
Common Class A [Member] | ||
Line Of Credit Facility [Line Items] | ||
Related party, holding percentage | 5% | |
Financial Institutions [Member] | ||
Line Of Credit Facility [Line Items] | ||
Number of facilities | Facility | 4 | |
Related Parties [Member] | ||
Line Of Credit Facility [Line Items] | ||
Number of facilities | Facility | 1 | |
Senior Secured Credit Facilities With Financial Institutions [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity | $ 875,000 | $ 875,000 |
Borrowing Capacity, Committed | $ 460,000 | 460,000 |
Senior Secured Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Number of facilities | Facility | 5 | |
Borrowing Capacity | $ 1,052,000 | |
Borrowing Capacity, Committed | 562,200 | |
Revolving Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity | 50,000 | 50,000 |
Mezzanine Revolving Credit Facilities | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity | 177,000 | 177,000 |
Borrowing Capacity, Committed | $ 102,167 | $ 102,167 |
Credit Facilities and Notes Pay
Credit Facilities and Notes Payable - Schedule of Company's Mezzanine Secured Credit Facilities (Details) - Mezzanine Revolving Credit Facilities - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 102,167 | $ 102,167 |
Uncommitted amount | 74,833 | 74,833 |
Borrowing Capacity | 177,000 | 177,000 |
Outstanding Amount | 38,252 | 36,507 |
December 2025 Mezzanine Credit Facility With Related Party [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | 45,000 | 45,000 |
Uncommitted amount | 25,000 | 25,000 |
Borrowing Capacity | 70,000 | 70,000 |
Outstanding Amount | $ 16,994 | $ 22,250 |
Weighted- Average Interest Rate | 13.84% | 11.56% |
End of Revolving / Withdrawal Period | Jun. 30, 2025 | |
Maturity Date | Dec. 31, 2025 | |
July 2025 Mezzanine Credit Facility With Related Party [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 22,500 | $ 22,500 |
Uncommitted amount | 22,500 | 22,500 |
Borrowing Capacity | 45,000 | 45,000 |
Outstanding Amount | $ 9,408 | $ 11,198 |
Weighted- Average Interest Rate | 13.92% | 12.79% |
End of Revolving / Withdrawal Period | Jan. 31, 2025 | |
Maturity Date | Jul. 31, 2025 | |
April 2025 Mezzanine Credit Facility With Related Party [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 26,667 | $ 26,667 |
Uncommitted amount | 13,333 | 13,333 |
Borrowing Capacity | 40,000 | 40,000 |
Outstanding Amount | $ 10,361 | $ 1,506 |
Weighted- Average Interest Rate | 12.57% | 9.55% |
End of Revolving / Withdrawal Period | Jan. 31, 2025 | |
Maturity Date | Apr. 30, 2025 | |
September 2025 Mezzanine Credit Facility With Related Party [Member] | ||
Line Of Credit Facility [Line Items] | ||
Borrowing Capacity, Committed | $ 8,000 | $ 8,000 |
Uncommitted amount | 14,000 | 14,000 |
Borrowing Capacity | 22,000 | 22,000 |
Outstanding Amount | $ 1,489 | $ 1,553 |
Weighted- Average Interest Rate | 13.84% | 13.05% |
End of Revolving / Withdrawal Period | Mar. 31, 2025 | |
Maturity Date | Sep. 30, 2024 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Derivative Warrant Liabilities [Line Items] | |
Warrants expiration period after completion of business combination or earlier upon redemption or liquidation date | Sep. 01, 2026 |
Class A Common Stock | |
Derivative Warrant Liabilities [Line Items] | |
Number of warrants or rights, excercisable | 15 |
Warrants exercisable | $ / shares | $ 172.5 |
Class A Common Stock | Public Warrant | |
Derivative Warrant Liabilities [Line Items] | |
Class of warrant or right outstanding | 16,100,000 |
Class A Common Stock | Private Placement | |
Derivative Warrant Liabilities [Line Items] | |
Class of warrant or right outstanding | 5,700,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
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 | $ 52 | $ 305 |
Significant Unobservable Inputs (Level 3) | Private Placement Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 75 | $ 166 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Change in fair value of warrant liabilities | $ (344) | $ 389 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | 0 | 0 |
Public Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Change in fair value of warrant liabilities | $ (300) | $ 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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Beginning balance | $ 166 | $ 196 |
Change in fair value of private placement warrants included in net income | (91) | (89) |
Ending balance | $ 75 | $ 285 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Class Of Stock [Line Items] | |||
Shares authorized | 2,100,000,000 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 | ||
Proceeds from exercise of pre-funded warrants | $ 0 | $ 11 | |
Class A Common Stock | |||
Class Of Stock [Line Items] | |||
Shares authorized | 2,000,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 27,300,233 | 27,233,000 | |
Common stock, shares outstanding | 27,300,233 | 27,233,000 | |
Preferred Stock | |||
Class Of Stock [Line Items] | |||
Shares authorized | 100,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Pre Funded Warrants | Class A Common Stock | |||
Class Of Stock [Line Items] | |||
Class of warrants issued | 10,700,000 | ||
Pre Funded Warrants | Private Placement | |||
Class Of Stock [Line Items] | |||
Proceeds from exercise of pre-funded warrants | $ 90,000 |
Stock Based Awards - Additional
Stock Based Awards - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jan. 01, 2024 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock option exercised, intrinsic value | $ 0.1 | $ 0.1 | ||
Unrecognized stock based compensation expense | $ 1 | |||
Unrecognized stock based compensation expense, recognition period | 1 year 14 days | |||
Fair value of options vested | $ 0.4 | 0.7 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vested | 67,000 | |||
Unrecognized stock based compensation expense | $ 2.5 | |||
Unrecognized stock based compensation expense, recognition period | 1 year 5 months 4 days | |||
Fair value of options vested | $ 1.7 | $ 1.6 | ||
Performance-Based Restricted Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vested | 0 | |||
Unrecognized stock based compensation expense | $ 2.6 | |||
Unrecognized stock based compensation expense, recognition period | 11 months 1 day | |||
Long-Term Incentives (LTI) [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock based compensation expense | $ 3.1 | |||
Unrecognized stock based compensation expense, recognition period | 2 years 8 months 12 days | |||
Class A Common Stock | Restricted Stock Units (RSUs) [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vested | 100,000 | |||
2021 Equity Incentive plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Shares Available for Grant | 1,877,908 | |||
Increase in Share Limit, Reserved for Issuance, Shares | 122,360 | |||
2021 Equity Incentive plan | Class A Common Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Reserved for issuance of shares under plan | 1,755,548 | |||
Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued | 0 | |||
Number of Shares Available for Grant | 175,554 | |||
Reserved for issuance of shares under plan | 286,802 | |||
Employee Stock Purchase Plan | Class A Common Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Increase in Share Limit, Reserved for Issuance, Shares | 111,248 |
Stock Based Awards - Summary of
Stock Based Awards - Summary of Stock Option Activity (Details) - Employee Stock Option - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | ||
Options, Outstanding at beginning of period | 1,078 | |
Options, Granted | 0 | |
Options, Excercised | (5) | |
Options, Forfeited, canceled or expired | (21) | |
Options, Outstanding at end of period | 1,052 | 1,078 |
Options, Exercisable | 990 | |
Options, Vested and expected to vest | 1,052 | |
Weighted Average Exercise Price | ||
Weighted average exercise price per share, Outstanding beginning of period | $ 12.04 | |
Weighted average exercise price per share, Granted | 0 | |
Weighted average exercise price per share, Exercised | 2.95 | |
Weighted average exercise price per share, Forfeited, canceled or expired | 17.23 | |
Weighted average exercise price per share, Outstanding at end of period | 11.98 | $ 12.04 |
Weighted average exercise price per share, Exercisable | 11.5 | |
Weighted average exercise price per share, Vested and expected to vest | $ 11.98 | |
Weighted average remaining contractual term | 4 years 21 days | 4 years 3 months 3 days |
Weighted average remaining contractual term, Exercisable | 3 years 10 months 13 days | |
Weighted average remaining contractual term, Vested and expected to vest | 4 years 21 days | |
Aggregate intrinsic value, Outstanding beginning of period | $ 1,686 | |
Aggregate intrinsic value, Outstanding end of period | 1,151 | $ 1,686 |
Aggregate intrinsic value, Exercisable | 1,151 | |
Aggregate intrinsic value, Vested and expected to vest | $ 1,151 |
Stock Based Awards - Summary _2
Stock Based Awards - Summary of RSU award activity (Details) - Restricted Stock Units (RSUs) [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning Balance | shares | 250 |
Granted | shares | 33 |
Vested and settled | shares | (67) |
Forfeited | shares | (5) |
Ending Balance | shares | 211 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 29.77 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 9.12 |
Weighted Average Grant Date Fair Value, Vested and Settled | $ / shares | 24.83 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 16.75 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 28.39 |
Stock Based Awards - Summary _3
Stock Based Awards - Summary of PSU award activity (Details) - Performance-Based Restricted Stock Units [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning Balance | shares | 119 |
Granted | shares | 0 |
Vested | shares | 0 |
Forfeited | shares | 0 |
Ending Balance | shares | 119 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 70.81 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Vested and Settled | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 70.81 |
Stock Based Awards - Summary _4
Stock Based Awards - Summary of stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 3,867 | $ 1,843 |
Sales, Marketing and Operating [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,176 | 328 |
General and Administrative [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | 2,400 | 1,444 |
Technology and Development [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 291 | $ 71 |
Variable Interest Entities - Su
Variable Interest Entities - Summary of Assets and Liabilities Related to VIEs (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
Assets | ||||
Restricted Cash | $ 9,983 | $ 35,214 | ||
Accounts receivable | 4,347 | $ 9,935 | ||
Real estate inventory | 266,107 | 276,500 | ||
Prepaid expenses and other current assets | 4,353 | 5,236 | ||
Property and equipment, net | 4,679 | 4,517 | ||
Total assets | [1] | 369,726 | 379,694 | |
Liabilities | ||||
Accounts payable | 4,378 | 4,946 | ||
Total liabilities | [2] | 281,625 | 277,918 | |
Variable Interest Entity [Member] | ||||
Assets | ||||
Restricted Cash | 9,883 | 3,867 | ||
Accounts receivable | 963 | 6,782 | ||
Real estate inventory | 266,107 | 276,500 | ||
Prepaid expenses and other current assets | 850 | 1,588 | ||
Total assets | 277,803 | 288,737 | ||
Liabilities | ||||
Accounts payable | 1,707 | 1,798 | ||
Accrued and other current liabilities | 1,720 | 2,027 | ||
Secured credit facilities and other debt, net | 254,605 | 257,224 | ||
Total liabilities | $ 258,032 | $ 261,049 | ||
[1] Our consolidated assets as of March 31, 2024 and December 31, 2023 include the following assets of certain variable interest entities (“VIEs”) that can only be used to settle the liabilities of those VIEs: Restricted cash, $9,883 and $3,867; Accounts receivable, $963 and $6,782; Real estate inventory, $266,107 and $276,500; Prepaid expenses and other current assets, $850 and $1,588; Total assets of $277,803 and $288,737 , respectively. Our consolidated liabilities as of March 31, 2024 and December 31, 2023 include the following liabilities for which the VIE creditors do not have recourse to Offerpad: Accounts payable, $1,707 and $1,798; Accrued and other current liabilities, $1,720 and $2,027; Secured credit facilities and other debt, net, $254,605 and $257,224; Total liabilities, $258,032 and $261,049 , respectively. |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Components of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Net loss | $ (17,515) | $ (59,447) | |
Weighted average common shares outstanding, basic | 27,339 | 23,661 | |
Dilutive effect of stock options | [1] | 0 | 0 |
Dilutive effect of restricted stock units | [1] | 0 | 0 |
Weighted average common shares outstanding, diluted | 27,339 | 23,661 | |
Net loss per share, basic | $ (0.64) | $ (2.51) | |
Net loss per share, diluted | $ (0.64) | $ (2.51) | |
Stock Options [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from diluted loss per share: | [1] | 973 | 1,067 |
Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from diluted loss per share: | [1] | 130 | 81 |
Performance-Based Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from diluted loss per share: | 119 | 127 | |
Warrants [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from diluted loss per share: | 1,452 | 1,452 | |
[1] (1) Due to the net loss during each of the three months ended March 31, 2024 and 2023 , 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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Dilutive Securities, Effect on Basic Earnings Per Share | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Examination [Line Items] | ||
Income tax expense | $ (123) | $ (122) |
Company's effective tax rate | 0.70% | 0.20% |
Company's federal statutory rate | 21% | |
Valuation allowance | $ 111,000 | |
Minimum | ||
Income Tax Examination [Line Items] | ||
Income tax expense | $ (100) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) Facility | Mar. 31, 2023 USD ($) | |
Related Party Transaction [Line Items] | ||
Interest Expense | $ 4,905 | $ 7,432 |
Operating Costs and Expenses | 352 | 768 |
First American Financial Corporation | Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Operating Costs and Expenses | $ 1,700 | 2,700 |
Senior Secured Credit Line | ||
Related Party Transaction [Line Items] | ||
Number of Facilities | Facility | 1 | |
Mezzanine facility | ||
Related Party Transaction [Line Items] | ||
Number of Facilities | Facility | 2 | |
LL Mezz Loan Agreement | ||
Related Party Transaction [Line Items] | ||
Maximum principal amount | $ 70,000 | |
L L Funds Loan Agreement | Class A Common Stock | ||
Related Party Transaction [Line Items] | ||
Ownership percentage | 5% | |
L L Funds Loan Agreement | Senior Secured Credit Line | ||
Related Party Transaction [Line Items] | ||
Maximum principal amount | $ 50,000 | |
L L Funds Loan Agreement | Mezzanine Secured Loan | ||
Related Party Transaction [Line Items] | ||
Maximum principal amount | $ 22,000 | |
First Funding Inc. | ||
Related Party Transaction [Line Items] | ||
Ownership percentage | 5% | |
Debt instrument, outstanding amount | $ 0 | 0 |
First American Credit Agreement [Member] | Class A Common Stock | ||
Related Party Transaction [Line Items] | ||
Ownership percentage | 5% | |
LL Capital Partners I, L.P | ||
Related Party Transaction [Line Items] | ||
Interest Expense | $ 1,000 | $ 1,500 |
Related-Party Transactions - Su
Related-Party Transactions - Summary of Credit Facilities as Related Parties (Details) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Senior Secured Credit Facility With a Related Party | ||
Related Party Transaction [Line Items] | ||
Borrowing Capacity | $ 50,000 | $ 50,000 |
Outstanding Amount | 6,039 | 6,289 |
Mezzanine Secured Credit Facilities With a Related Party | ||
Related Party Transaction [Line Items] | ||
Borrowing Capacity | 92,000 | 92,000 |
Outstanding Amount | $ 18,483 | $ 23,803 |
Related-Party Transactions - _2
Related-Party Transactions - Summary of Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Operating Costs and Expenses | $ 352 | $ 768 |
Brother 1 | Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Operating Costs and Expenses | 163 | 369 |
Brother 2 | Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Operating Costs and Expenses | 153 | 348 |
Sister-in-law | Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Operating Costs and Expenses | $ 36 | $ 51 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Mar. 31, 2024 USD ($) Home |
Commitments and Contingencies Disclosure [Abstract] | |
Contract to purchase homes | Home | 545 |
Aggregate purchase price | $ | $ 156.4 |