Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 13, 2024 | Jun. 30, 2023 | |
Document Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40143 | ||
Entity Registrant Name | Better Home & Finance Holding Company | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 93-3029990 | ||
Entity Address, Address Line One | 175 Greenwich Street | ||
Entity Address, Address Line Two | 57th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10007 | ||
City Area Code | 415 | ||
Local Phone Number | 522-8837 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2.2 | ||
Documents Incorporated by Reference | Part III hereof incorporates by reference portions of the Registrant’s definitive proxy statement related to its 2024 annual meeting of stockholders. | ||
Entity Central Index Key | 0001835856 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Class A | |||
Document Entity Information | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | BETR | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 391,152,585 | ||
Warrants | |||
Document Entity Information | |||
Title of 12(b) Security | Warrants exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Trading Symbol | BETRW | ||
Security Exchange Name | NASDAQ | ||
Class B | |||
Document Entity Information | |||
Entity Common Stock, Shares Outstanding | 292,894,465 | ||
Class C | |||
Document Entity Information | |||
Entity Common Stock, Shares Outstanding | 71,877,283 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | New York, NY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 503,591 | $ 317,959 |
Restricted cash | 24,475 | 28,106 |
Short-term investments | 25,597 | 0 |
Mortgage loans held for sale, at fair value | 170,150 | 248,826 |
Other receivables, net | 16,888 | 16,582 |
Property and equipment, net | 16,454 | 30,430 |
Right-of-use assets | 19,988 | 39,723 |
Internal use software and other intangible assets, net | 38,126 | 61,996 |
Goodwill | 32,390 | 17,388 |
Derivative assets, at fair value | 1,716 | 3,048 |
Prepaid expenses and other assets | 56,179 | 66,572 |
Bifurcated derivative | 0 | 236,603 |
Loan commitment asset | 0 | 16,119 |
Total Assets | 905,554 | 1,083,352 |
Liabilities | ||
Warehouse lines of credit | 126,218 | 144,049 |
Convertible Notes | 514,644 | 0 |
Pre-Closing Bridge Notes | 0 | 750,000 |
Corporate line of credit, net | 0 | 144,403 |
Customer Deposits | 11,839 | 0 |
Accounts payable and accrued expenses | 66,558 | 82,437 |
Escrow payable and other customer accounts | 3,376 | 8,001 |
Derivative liabilities, at fair value | 949 | 1,828 |
Convertible preferred stock warrants | 0 | 3,096 |
Warrant and equity related liabilities, at fair value | 2,331 | 0 |
Lease liabilities | 31,202 | 57,508 |
Other liabilities (includes $390 and $440 payable to related parties as of December 31, 2023 and 2022, respectively) | 25,837 | 59,933 |
Total Liabilities | 782,954 | 1,251,255 |
Commitments and contingencies (see Note 15) | ||
Convertible preferred stock, $0.0001 par value; none as of December 31, 2023; 602,405,839 shares authorized, 332,314,737 shares issued and outstanding and $420,472 liquidation preference as of December 31, 2022 | 0 | 436,280 |
Stockholders’ Equity (Deficit) | ||
Common stock $0.0001 par value; 3,300,000,000 and 1,086,027,188 shares authorized as of December 31, 2023 and December 31, 2022, respectively, and 751,773,361 and 299,783,421 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 74 | 10 |
Notes receivable from stockholders | (10,111) | (53,225) |
Additional paid-in capital | 1,838,427 | 618,111 |
Accumulated deficit | (1,704,076) | (1,167,656) |
Accumulated other comprehensive loss | (1,714) | (1,423) |
Total Stockholders’ Equity (Deficit) | 122,600 | (604,183) |
Total Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) | $ 905,554 | $ 1,083,352 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Total other liabilities | $ 25,837 | $ 59,933 |
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized (in shares) | 0 | 602,405,839 |
Convertible preferred stock, issued (in shares) | 0 | 332,314,737 |
Convertible preferred stock, outstanding (in shares) | 0 | 332,314,737 |
Convertible preferred stock, liquidation preference | $ 420,472 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 3,300,000,000 | 1,086,027,188 |
Common stock, issued (in shares) | 751,773,361 | 299,783,421 |
Common stock, outstanding (in shares) | 751,773,361 | 299,783,421 |
Related party | ||
Total other liabilities | $ 390 | $ 440 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net interest income (expense) | ||
Interest income | $ 15,575 | $ 26,714 |
Warehouse interest expense | (11,680) | (17,059) |
Net interest income (expense) | 3,895 | 9,655 |
Total net revenues | 76,820 | 378,023 |
Expenses: | ||
General and administrative expenses | 147,214 | 185,876 |
Marketing and advertising expenses | 22,080 | 69,008 |
Technology and product development expenses | 83,815 | 124,308 |
Restructuring and impairment expenses (see Note 5) | 17,459 | 246,485 |
Total expenses | 368,096 | 1,236,943 |
(Loss) Income from operations | (291,276) | (858,920) |
Interest and other income (expense), net | ||
Other income | 13,614 | 3,556 |
Change in fair value of warrants | (507) | 0 |
Change in fair value of convertible preferred stock warrants | 266 | 28,901 |
Change in fair value of bifurcated derivative | (236,603) | 236,603 |
Total interest and other expense, net | (243,146) | (17,057) |
(Loss) Income before income tax expense (benefit) | (534,422) | (875,977) |
Income tax expense (benefit) | 1,998 | 1,100 |
Net loss | (536,420) | (877,077) |
Other comprehensive income/(loss): | ||
Foreign currency translation adjustment, net of tax | (291) | (1,318) |
Comprehensive loss | $ (536,711) | $ (878,395) |
Per share data: | ||
Loss per share attributable to common stockholders: Basic (in dollars per share) | $ (1.16) | $ (3.01) |
Loss per share attributable to common stockholders: Diluted (in dollars per share) | $ (1.16) | $ (3.01) |
Weighted average common shares outstanding — basic (in shares) | 461,684,130 | 291,302,441 |
Weighted average common shares outstanding — diluted (in shares) | 461,684,130 | 291,302,441 |
Non-Funding Debt | ||
Interest and other income (expense), net | ||
Interest expense on debt | $ (19,916) | $ (13,450) |
Pre-Closing Bridge Notes | ||
Interest and other income (expense), net | ||
Interest expense on debt | 0 | (272,667) |
Mortgage platform revenue, net | ||
Revenues: | ||
Revenues | 61,328 | 101,285 |
Expenses: | ||
Expenses | 84,083 | 321,621 |
Cash offer program revenue | ||
Revenues: | ||
Revenues | 304 | 228,721 |
Expenses: | ||
Expenses | 397 | 230,144 |
Other platform revenue | ||
Revenues: | ||
Revenues | 11,293 | 38,362 |
Expenses: | ||
Expenses | $ 13,048 | $ 59,501 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Previously Reported, Before Reclassification | Previously Reported, After 2022 Adjustments | Recapitalization | Adjusted Balance | Common Stock | Common Stock Previously Reported, Before Reclassification | Common Stock Previously Reported, After 2022 Adjustments | Common Stock Recapitalization | Common Stock Adjusted Balance | Notes Receivables from Stockholders | Notes Receivables from Stockholders Previously Reported, Before Reclassification | Notes Receivables from Stockholders Previously Reported, After 2022 Adjustments | Notes Receivables from Stockholders Adjusted Balance | Additional Paid-In Capital | Additional Paid-In Capital Previously Reported, Before Reclassification | Additional Paid-In Capital Previously Reported, After 2022 Adjustments | Additional Paid-In Capital Recapitalization | Additional Paid-In Capital Adjusted Balance | Accumulated Deficit | Accumulated Deficit Previously Reported, Before Reclassification | Accumulated Deficit Previously Reported, After 2022 Adjustments | Accumulated Deficit Adjusted Balance | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Previously Reported, Before Reclassification | Accumulated Other Comprehensive Loss Previously Reported, After 2022 Adjustments | Accumulated Other Comprehensive Loss Adjusted Balance |
Beginning balance (in shares) at Dec. 31, 2021 | 332,314,737 | 108,721,433 | 223,593,304 | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 436,280 | $ 436,280 | |||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 332,314,737 | 108,721,433 | 332,314,737 | 223,593,304 | 332,314,737 | ||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 436,280 | $ 436,280 | $ 436,280 | $ 436,280 | |||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 302,805,767 | 99,067,159 | 203,738,608 | ||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 242,571 | 242,571 | $ 10 | $ 10 | $ (38,633) | $ (38,633) | $ 571,878 | $ 571,878 | $ (290,579) | $ (290,579) | $ (105) | $ (105) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||
Recognition of derivative liability related to earnout | 0 | ||||||||||||||||||||||||||
Assumption of private & public placement warrants | 0 | ||||||||||||||||||||||||||
Issuance of common stock for options exercised (in shares) | 4,563,692 | ||||||||||||||||||||||||||
Issuance of common stock for options exercised | 14,544 | 14,544 | |||||||||||||||||||||||||
Cancellation of common stock (in shares) | (7,586,038) | ||||||||||||||||||||||||||
Cancellation of common stock | (2,804) | (2,804) | |||||||||||||||||||||||||
Stock-based compensation | 34,493 | 34,493 | |||||||||||||||||||||||||
Vesting of common stock issued via notes receivable from stockholders | (14,592) | (14,592) | |||||||||||||||||||||||||
Net loss | (877,077) | (877,077) | |||||||||||||||||||||||||
Other comprehensive income (loss)— foreign currency translation adjustment, net of tax | $ (1,318) | (1,318) | |||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 299,783,421 | 98,078,356 | 98,078,356 | 299,783,421 | 201,705,065 | 299,783,421 | |||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ (604,183) | $ (604,183) | $ (604,183) | $ (604,183) | $ 10 | $ 10 | $ 20 | $ 30 | (53,225) | $ (53,225) | $ (53,225) | 618,111 | $ 618,111 | $ (20) | $ 618,091 | (1,167,656) | $ (1,167,656) | $ (1,167,656) | (1,423) | $ (1,423) | $ (1,423) | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||
Issuance of common stock for options exercised (in shares) | 133,645 | ||||||||||||||||||||||||||
Issuance of common stock for options exercised | 1,353 | ||||||||||||||||||||||||||
Cancellation of common stock (in shares) | (326,301) | ||||||||||||||||||||||||||
Cancellation of common stock | (8) | ||||||||||||||||||||||||||
Stock-based compensation | 5,917 | ||||||||||||||||||||||||||
Shares issued for vested restricted stock units (in shares) | 1,048,752 | ||||||||||||||||||||||||||
Vesting of common stock issued via notes receivable from stockholders | (2,210) | ||||||||||||||||||||||||||
Net loss | (87,626) | ||||||||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 300,639,517 | ||||||||||||||||||||||||||
Ending balance at Mar. 31, 2023 | $ (686,949) | ||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 332,314,737 | 108,721,433 | 332,314,737 | 223,593,304 | 332,314,737 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 436,280 | $ 436,280 | $ 436,280 | $ 436,280 | |||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 299,783,421 | 98,078,356 | 98,078,356 | 299,783,421 | 201,705,065 | 299,783,421 | |||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ (604,183) | (604,183) | $ (604,183) | (604,183) | $ 10 | $ 10 | $ 20 | $ 30 | (53,225) | (53,225) | (53,225) | 618,111 | 618,111 | (20) | 618,091 | (1,167,656) | (1,167,656) | (1,167,656) | (1,423) | (1,423) | (1,423) | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||
Issuance of common stock for options exercised (in shares) | 175,799 | ||||||||||||||||||||||||||
Issuance of common stock for options exercised | 2,206 | ||||||||||||||||||||||||||
Cancellation of common stock (in shares) | (453,329) | ||||||||||||||||||||||||||
Cancellation of common stock | (8) | ||||||||||||||||||||||||||
Stock-based compensation | 10,822 | ||||||||||||||||||||||||||
Shares issued for vested restricted stock units (in shares) | 1,206,226 | ||||||||||||||||||||||||||
Vesting of common stock issued via notes receivable from stockholders | (3,201) | ||||||||||||||||||||||||||
Net loss | (131,632) | ||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 300,712,117 | 98,370,492 | 202,305,863 | 300,676,355 | |||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | $ (726,306) | $ (726,306) | $ (726,306) | ||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 332,314,737 | 108,721,433 | 332,314,737 | 223,593,304 | 332,314,737 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 436,280 | $ 436,280 | $ 436,280 | $ 436,280 | |||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 299,783,421 | 98,078,356 | 98,078,356 | 299,783,421 | 201,705,065 | 299,783,421 | |||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ (604,183) | $ (604,183) | $ (604,183) | $ (604,183) | $ 10 | $ 10 | $ 20 | $ 30 | (53,225) | (53,225) | (53,225) | 618,111 | 618,111 | (20) | 618,091 | (1,167,656) | (1,167,656) | (1,167,656) | (1,423) | (1,423) | (1,423) | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||
Issuance of common stock upon Business Combination close (in shares) | 10,004,521 | ||||||||||||||||||||||||||
Issuance of common stock upon Business Combination close | 37,967 | ||||||||||||||||||||||||||
Transaction costs related to the Business Combination | (18,178) | ||||||||||||||||||||||||||
Issuance of common stock for options exercised (in shares) | 1,734,280 | ||||||||||||||||||||||||||
Issuance of common stock for options exercised | 4,459 | ||||||||||||||||||||||||||
Cancellation of common stock (in shares) | (2,805,476) | ||||||||||||||||||||||||||
Cancellation of common stock | (8) | ||||||||||||||||||||||||||
Stock-based compensation | 52,947 | ||||||||||||||||||||||||||
Shares issued for vested restricted stock units (in shares) | 13,281,017 | ||||||||||||||||||||||||||
Shares issued for vested restricted stock units | 1 | ||||||||||||||||||||||||||
Vesting of common stock issued via notes receivable from stockholders | (4,498) | ||||||||||||||||||||||||||
Forgiveness of officer loans | 988 | ||||||||||||||||||||||||||
Net loss | (485,521) | ||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 750,966,726 | ||||||||||||||||||||||||||
Ending balance at Sep. 30, 2023 | $ 166,358 | ||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 332,314,737 | 108,721,433 | 332,314,737 | 223,593,304 | 332,314,737 | ||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 436,280 | $ 436,280 | $ 436,280 | $ 436,280 | |||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||||||
Conversion of convertible preferred stock to common stock (in shares) | (332,314,737) | ||||||||||||||||||||||||||
Conversion of convertible preferred stock to common stock | $ (436,280) | ||||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 0 | ||||||||||||||||||||||||||
Ending balance at Dec. 31, 2023 | $ 0 | ||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 299,783,421 | 98,078,356 | 98,078,356 | 299,783,421 | 201,705,065 | 299,783,421 | |||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ (604,183) | (604,183) | $ (604,183) | (604,183) | $ 10 | $ 10 | $ 20 | $ 30 | $ (53,225) | $ (53,225) | $ (53,225) | $ 618,111 | $ 618,111 | $ (20) | $ 618,091 | $ (1,167,656) | $ (1,167,656) | $ (1,167,656) | $ (1,423) | $ (1,423) | $ (1,423) | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||
Conversion of convertible preferred stock to common stock (in shares) | 332,314,737 | ||||||||||||||||||||||||||
Conversion of convertible preferred stock to common stock | 436,280 | $ 33 | 436,247 | ||||||||||||||||||||||||
Conversion of pre-closing bridge notes to common stock (in shares) | 105,000,000 | ||||||||||||||||||||||||||
Conversion of pre-closing bridge notes to common stock | 749,999 | $ 11 | 749,988 | ||||||||||||||||||||||||
Issuance of common stock upon Business Combination close (in shares) | 10,004,521 | ||||||||||||||||||||||||||
Issuance of common stock upon Business Combination close | 37,967 | $ 1 | 37,966 | ||||||||||||||||||||||||
Exercise of warrants (in shares) | 14,576,174 | ||||||||||||||||||||||||||
Exercise of warrants | 4,290 | $ 1 | 4,289 | ||||||||||||||||||||||||
Transaction costs related to the Business Combination | (17,173) | (17,173) | |||||||||||||||||||||||||
Recognition of derivative liability related to earnout | (548) | (548) | |||||||||||||||||||||||||
Assumption of private & public placement warrants | (1,276) | (1,276) | |||||||||||||||||||||||||
Issuance of common stock for options exercised (in shares) | 1,814,551 | ||||||||||||||||||||||||||
Issuance of common stock for options exercised | 656 | 656 | |||||||||||||||||||||||||
Cancellation of common stock (in shares) | (2,805,476) | ||||||||||||||||||||||||||
Cancellation of common stock | (8) | (8) | |||||||||||||||||||||||||
Stock-based compensation | 58,284 | 58,284 | |||||||||||||||||||||||||
Tax withholding upon vesting of restricted stock units | (5,966) | (5,966) | |||||||||||||||||||||||||
Shares issued for vested restricted stock units (in shares) | 14,007,377 | ||||||||||||||||||||||||||
Shares issued for vested restricted stock units | 1 | $ 1 | |||||||||||||||||||||||||
Vesting of common stock issued via notes receivable from stockholders | 0 | (3,561) | 3,561 | ||||||||||||||||||||||||
Forfeiture of shares (in shares) | (15,440,630) | ||||||||||||||||||||||||||
Forfeiture of shares | 0 | $ (2) | 30,487 | (30,485) | |||||||||||||||||||||||
Forgiveness of officer loans | 988 | 988 | 0 | ||||||||||||||||||||||||
Shares transferred in settlement of loans (in shares) | (7,481,314) | ||||||||||||||||||||||||||
Shares transferred in settlement of loans | 0 | $ (1) | 15,200 | (15,199) | |||||||||||||||||||||||
Net loss | (536,420) | (536,420) | |||||||||||||||||||||||||
Other comprehensive income (loss)— foreign currency translation adjustment, net of tax | $ (291) | (291) | |||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 751,773,361 | 751,773,361 | |||||||||||||||||||||||||
Ending balance at Dec. 31, 2023 | $ 122,600 | $ 74 | $ (10,111) | $ 1,838,427 | $ (1,704,076) | $ (1,714) | |||||||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2023 | 300,712,117 | 98,370,492 | 202,305,863 | 300,676,355 | |||||||||||||||||||||||
Beginning balance at Jun. 30, 2023 | (726,306) | $ (726,306) | $ (726,306) | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||||||
Issuance of common stock upon Business Combination close (in shares) | 10,004,521 | ||||||||||||||||||||||||||
Issuance of common stock upon Business Combination close | 37,967 | ||||||||||||||||||||||||||
Transaction costs related to the Business Combination | (18,178) | ||||||||||||||||||||||||||
Issuance of common stock for options exercised (in shares) | 1,734,280 | ||||||||||||||||||||||||||
Issuance of common stock for options exercised | 2,253 | ||||||||||||||||||||||||||
Cancellation of common stock (in shares) | (2,805,476) | ||||||||||||||||||||||||||
Stock-based compensation | 42,125 | ||||||||||||||||||||||||||
Shares issued for vested restricted stock units (in shares) | 12,352,321 | ||||||||||||||||||||||||||
Vesting of common stock issued via notes receivable from stockholders | (1,297) | ||||||||||||||||||||||||||
Forgiveness of officer loans | 988 | ||||||||||||||||||||||||||
Net loss | (353,889) | ||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 750,966,726 | ||||||||||||||||||||||||||
Ending balance at Sep. 30, 2023 | $ 166,358 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (536,420) | $ (877,077) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation of property and equipment | 5,837 | 13,674 |
Impairments | 9,435 | 145,471 |
Amortization of internal use software and other intangible assets | 37,054 | 35,749 |
Non-cash interest and amortization of debt issuance costs and discounts | 8,191 | 272,667 |
Other non-cash adjustments | 988 | 0 |
Change in fair value of warrants | 507 | 0 |
Change in fair value of convertible preferred stock warrants | (266) | (28,901) |
Change in fair value of bifurcated derivative | 236,603 | (236,603) |
Stock-based compensation | 54,160 | 30,542 |
(Recovery of)/Provision for loan repurchase reserve | (1,823) | 33,518 |
Change in fair value of derivatives | 452 | 5,695 |
Change in fair value of mortgage loans held for sale | 26 | 54,266 |
Change in right-of-use assets | 5,270 | 10,754 |
Originations of mortgage loans held for sale | (2,969,326) | (10,508,885) |
Proceeds from sale of mortgage loans held for sale | 3,042,526 | 12,035,915 |
Change in operating assets and liabilities: | ||
Operating lease obligations | (10,810) | (16,150) |
Other receivables, net | (97) | 37,483 |
Prepaid expenses and other assets | 14,697 | (2,942) |
Accounts payable and accrued expenses | (22,211) | (43,557) |
Escrow payable | (4,625) | (3,554) |
Other liabilities | (29,888) | (19,814) |
Net cash (used in)/provided by operating activities | (159,720) | 938,251 |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (456) | (11,735) |
Proceeds from sale of property and equipment | 764 | 4,548 |
Capitalization of internal use software | (9,322) | (23,548) |
Acquisitions of businesses, net of cash acquired | (12,713) | (3,847) |
Maturities of short-term investments | 31,321 | 0 |
Purchase of short-term investments | (48,188) | 0 |
Net cash used in investing activities | (38,594) | (34,582) |
Cash Flows from Financing Activities: | ||
Issuance of convertible notes | 528,586 | 0 |
Exercise of convertible preferred stock warrants | 1,460 | 0 |
Proceeds from Business Combination | 21,616 | 0 |
Proceeds from issuance of common stock | 16,351 | 0 |
Borrowings on warehouse lines of credit | 2,691,968 | 10,131,559 |
Repayments of warehouse lines of credit | (2,709,799) | (11,655,427) |
Repayments on finance lease liabilities | (1,062) | (1,122) |
Net increase (decrease) in customer deposits | (534) | 0 |
Repayments on corporate line of credit | (146,449) | (5,000) |
Payment of debt issuance costs | (3,649) | 0 |
Transaction costs related to the Business Combination | (17,173) | 0 |
Proceeds from exercise of stock options | 87 | 734 |
Repurchase or cancellation of common stock | 0 | (7,948) |
Net cash provided by (used in) financing activities | 381,402 | (1,537,204) |
Effects of currency translation on cash, cash equivalents, and restricted cash | (1,087) | 726 |
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash | 182,001 | (632,809) |
Cash, cash equivalents, and restricted cash—Beginning of year | 346,065 | 978,874 |
Cash, cash equivalents, and restricted cash—End of year | 528,066 | 346,065 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||
Cash and cash equivalents, end of period | 503,591 | 317,959 |
Restricted cash, end of period | 24,475 | 28,106 |
Total cash, cash equivalents and restricted cash end of period | 528,066 | 346,065 |
Supplemental Disclosure of Cash Flow Information: | ||
Interest paid | 12,044 | 13,069 |
Income taxes (refunded) paid | (8,451) | 1,828 |
Non-Cash Investing and Financing Activities: | ||
Assumption of private & public placement warrants | 1,276 | 0 |
India office lease termination | 2,518 | 0 |
Recognition of derivative liability related to earnout | 548 | 0 |
Capitalization of stock-based compensation related to internal use software | 4,123 | 4,051 |
Vesting of stock options early exercised in prior periods | 2,781 | 16,383 |
Vesting of common stock issued via notes receivable from stockholders | 3,561 | 14,592 |
Acquisition earnout | 3,430 | 0 |
Forgiveness of notes receivable from stockholders | $ 46,700 | $ 0 |
Organization and Nature of the
Organization and Nature of the Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of the Business | 1. Organization and Nature of the Business Better Home & Finance Holding Company, formerly known as Aurora Acquisition Corp. (“Aurora”), together with its subsidiaries (collectively, the “Company”), provides a comprehensive set of homeownership offerings in the United States while expanding in the United Kingdom. The Company’s offerings include mortgage loans, real estate agent services, title and homeowner’s insurance, and other homeownership offerings, such as the Company’s cash offer program. The Company leverages Tinman, its proprietary technology platform, to optimize the mortgage process from the initial application, to the integration of a suite of additional homeownership offerings, to the sale of loans to a network of loan purchasers. Mortgage loans originated within the United States are through the Company’s wholly-owned subsidiary Better Mortgage Corporation (“BMC”). BMC is an approved Title II Single Family Program Lender with the U.S. Department of Housing and Urban Development’s (“HUD”) Federal Housing Administration (“FHA”), and is an approved seller and servicer with the Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FMCC”). The Company has expanded into the U.K. and offers a multitude of financial products and services to consumers via regulated entities obtained through acquisitions. On August 22, 2023 (the “Closing Date”), the Company consummated the previously announced Business Combination (the “Business Combination”), pursuant to the terms of the Agreement and Plan of Merger, dated as of May 10, 2021, as amended as of October 27, 2021, November 9, 2021, November 30, 2021, August 26, 2022, February 24, 2023 and June 23, 2023 (as amended, the “Merger Agreement”), by and among Aurora, Better Holdco, Inc. (“Pre-Business Combination Better”), and Aurora Merger Sub I, Inc., formerly a wholly owned subsidiary of Aurora (“Merger Sub”). On the Closing Date, Merger Sub merged with and into Pre-Business Combination Better, with Pre-Business Combination Better surviving the merger (the “First Merger”) and Pre-Business Combination Better merged with and into Aurora, with Aurora surviving the merger and changing its name to “Better Home & Finance Holding Company” (referred to as “Better Home & Finance”) (such merger, the “Second Merger,” and together with the First Merger, the “Business Combination” and the completion thereof, the “Closing”). Unless otherwise indicated, references to “Better,” “Better Home & Finance,” and the “Company,” refer to (i) Pre-Business Combination Better and its consolidated subsidiaries prior to the Closing and (ii) Better Home & Finance and its consolidated subsidiaries following the Closing. Class A common stock and warrants are listed on the Nasdaq Capital Market under the ticker symbols “BETR” and “BETRW.” Going Concern Considerations— In connection with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205-40, Basis of Presentation - Going Concern , the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. On October 12, 2023, the Company was notified by the Nasdaq Staff that the Company’s Class A common stock was not in compliance with the $1.00 minimum bid price rule for continued listing on Nasdaq, and would be subject to delisting for failure to regain compliance with such rule within the first 180-day compliance period (ending April 9, 2024) or a subsequent 180-day compliance period (ending October 6, 2024). If the Class A common stock is no longer listed on Nasdaq, or another national securities exchange, such delisting would constitute a fundamental change under the indenture for the Convertible Note that would require the Company to redeem the Convertible Note prior to maturity for an amount in cash equal to the principal amount of the Convertible Note plus accrued and unpaid interest to the redemption date. As of December 31, 2023, the Company had cash and cash equivalents, together with short-term investments of $529.2 million, compared to $528.6 million principal amount outstanding under the Convertible Note. If the Company is required to redeem the Convertible Note prior to maturity, the Company may not have sufficient available cash and cash equivalents or be able to obtain additional liquidity, on acceptable terms or at all, to enable the Company to redeem or refinance the Convertible Note and continue operating its business. The Company is evaluating options for regaining compliance with the $1.00 minimum bid price rule. The Company applied for and, on March 7, 2024, received approval from Nasdaq to transfer the listing of its Class A common stock, from the Nasdaq Global Market to the Nasdaq Capital Market. The Class A common stock transferred to the Nasdaq Capital Market effective as of the opening of business on March 13, 2024 and continues to trade under the symbol “BETR.” On March 11, 2024, the Company applied for an additional 180-day compliance period, or until October 6, 2024, to regain compliance with the bid price rule and notified Nasdaq of its intention to cure the deficiency. On March 19, 2024, the Company’s board of directors approved a proposal for its annual meeting of stockholders in 2024 to seek stockholder approval to declare and effect one or more reverse stock splits designed to increase the price of the Class A common stock above the $1.00 minimum bid price rule to maintain its Nasdaq listing. Directors and officers, certain senior employees, and significant stockholders, who together hold a majority of the voting power of our outstanding Common Stock, have indicated that they will vote to approve the reverse stock splits at the Company’s meeting of stockholders in June 2024. Immaterial restatement corrections and reclassifications to previously issued consolidated financial statements Immaterial restatement corrections— Subsequent to the issuance of the December 31, 2022 consolidated financial statements, the Company identified immaterial errors during the three months ended December 31, 2023, which required correction of the Company's previously issued December 31, 2022 consolidated financial statements as well as the first three quarterly periods in the year ended December 31, 2023. The impact of these errors in the prior years and prior quarters are not material to the consolidated financial statements in any prior periods. The errors are related to the timing and classification of certain expense line items on the Company’s consolidated financial statements along with their related balance sheet impact and the timing of recognition of compensation expense with reference to certain dual trigger vesting RSUs and other immaterial equity adjustments. As equity compensation is allocated across various expense financial statement line items in the consolidated statements of operations and comprehensive loss, these immaterial changes had an impact across multiple financial statement line items within the presentation of the consolidated statements of operations and comprehensive loss as presented within Note 25. The errors also include adjustments to goodwill for an estimated tax liability at acquisition that was not subsequently recorded as an adjustment to goodwill when the final tax liability was determined, as well as adjustments to right-of-use assets and lease liabilities for leases that were not captured in the correct period. Consequently, the Company has corrected these immaterial errors in the period to which they relate and will also correct previously reported financial information for such immaterial errors in future filings, as applicable. A summary of the corrections to the impacted financial statement line items from our previously issued financial statements is presented in Note 25. Reclassifications— The Company also made certain reclassifications to prior periods’ consolidated statements of operations and comprehensive loss to conform to the current year presentation. As more fully explained in Note 2 – Revenue Recognition, the Company recognized premiums that it received in excess of the loan principal amount and certain fees charged by loan purchasers upon sale of loans into the secondary market as net gain on sale of loans in mortgage platform revenue, net in its consolidated statements of operations and comprehensive loss. However, the Company is required to repay the loan purchasers for the premium on those loans when those loans are paid by borrowers within 90 days of our sale of those loans to loan purchasers (early payoff fees). In prior periods, the Company recognized early payoff fees in expenses within mortgage platform expenses. The Company reclassified early payoff fees as contra revenue within mortgage platform revenue, net as offset to the gain originally recognized upon sale of the loan. The Company has reclassified the early payoff fees to contra revenue as it offsets the premium originally recorded in gain on sale of loans. A summary of the reclassifications to the impacted financial statement line items from our previously issued financial consolidated statements are presented in Note 25. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation —The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Business Combination has been accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Aurora was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Better issuing stock for the net assets of Aurora, accompanied by a recapitalization. All share amounts in periods prior to the Business Combination have been retroactively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. The financials of Better are presented here for all comparative periods. Consolidation —The accompanying consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates —The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the fair value of mortgage loans held for sale, the fair value of derivative assets and liabilities, including bifurcated derivatives, interest rate lock commitments and forward sale commitments, the determination of a valuation allowance on the Company’s deferred tax assets, capitalization of internally developed software and its associated useful life, determination of fair value of the Company’s common stock, stock option and RSUs at grant date, the fair value of acquired intangible assets and goodwill, the provision for loan repurchase reserves, the incremental borrowing rate used in determining lease liabilities and the fair value of warrant liabilities. Business Combinations —The Company includes the financial results of businesses that the Company acquires from the date of acquisition. The Company records all assets acquired and liabilities assumed at fair value, with the excess of the purchase price over the aggregate fair values recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. During the measurement period the Company may record adjustments to the assets acquired and liabilities assumed. Transaction costs associated with business combinations are expensed as incurred. Cash and Cash Equivalents —Cash and cash equivalents consists of cash on hand and other highly liquid and short-term investments with maturities of 90 days or less at acquisition. Of the cash and cash equivalents balances as of December 31, 2023 and 2022, $1.4 million and $1.7 million, respectively, were insured by the Federal Deposit Insurance Corporation (“FDIC”). Restricted Cash —Restricted cash primarily consists of amounts provided as collateral for the Company’s various warehouse lines of credit as well as escrow funds received from and held on behalf of borrowers. In some instances, the Company may administer funds that are legally owned by a third-party which are excluded from the Company’s consolidated balance sheets. As of December 31, 2023 and 2022, the Company held $24.5 million and $28.1 million, respectively, of restricted balances in accordance with the covenants of the agreements relating to its warehouse lines of credit (Note 6) and escrow funds (Note 15). Short-term investments —Short term investments consist of fixed income securities, typically U.K. government treasury securities and U.K. government agency securities with maturities ranging from 91 days to one year. Management determines the appropriate classification of short-term investments at the time of purchase. Short-term investments reported as held-to-maturity are those investments which the Company has both the positive intent and ability to hold to maturity and are stated at amortized cost on the consolidated balance sheets. All of the Company’s short term investments are classified as held to maturity. The Company has not recognized any impairments on these investments. Allowance for Credit Losses - Held to Maturity (“HTM”) Short-term Investments —The Company's HTM Short-term investments are also required to utilize the Current Expected Credit Loss (“CECL”) approach to estimate expected credit losses. Management measures expected credit losses on short-term investments on a collective basis by major security types that share similar risk characteristics, such as financial asset type and collateral type adjusted for current conditions and reasonable and supportable forecasts. Management classifies the short term investments portfolio by security types, such as U.K. government agency. The U.K. government treasury securities and U.K. government agency securities are issued by U.K. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.K. government as to timely repayment of principal and interest, are highly rated by major rating agencies, and have a long history of no credit losses. Therefore, credit losses for these securities were immaterial as the Company does not currently expect any material credit losses. Mortgage Loans Held for Sale, at Fair Value —The Company sells its mortgage loans held for sale (“LHFS”) to loan purchasers. These loans can be sold in one of two ways, servicing released, or servicing retained. If a loan is sold servicing released, the Company has sold all the rights to the loan and the associated servicing rights. If a loan is sold servicing retained, the Company has sold the loan and kept the servicing rights, and thus the Company is responsible for collecting monthly principal and interest payments and performing certain escrow services for the borrower. The loan purchaser, in turn, pays a fee for these services. The Company generally sells all of its loans servicing released. For interim servicing, the Company engages a third-party sub-servicer to collect monthly payments and perform associated services. LHFS consists of loans originated for sale by BMC. The Company elects the fair value option, in accordance with Accounting Standard Codification (“ASC”) 825 – Financial Instruments (“ASC 825”), for all LHFS with changes in fair value recorded in mortgage platform revenue, net in the consolidated statements of operations and comprehensive loss. Management believes that the election of the fair value option for LHFS improves financial reporting by presenting the most relevant market indication of LHFS. The fair value of LHFS is based on market prices and yields at period end. The Company accounts for the gains or losses resulting from sales of mortgage loans based on the guidance of ASC 860-20 – Sales of Financial Assets (“ASC 860”). The Company issues interest rate lock commitments (“IRLC”) to originate mortgage loans and the fair value of the IRLC, adjusted for the probability that a given IRLC will close and fund, is recognized within mortgage platform revenue, net. Subsequent changes in the fair value of the IRLC are measured at each reporting period within mortgage platform revenue, net until the loan is funded. When the loan is funded, the IRLC is derecognized and the LHFS is recognized based on the fair value of the loan. The LHFS is subsequently remeasured at fair value at each reporting period and the changes in fair value are included within mortgage platform revenue, net until the loan is sold on the secondary market. When the loan is sold on the secondary market, the LHFS is derecognized and the gain/(loss) is included within mortgage platform revenue, net based on the cash settlement. LHFS are considered sold when the Company surrenders control over the loans. Control is considered to have been surrendered when the transferred loans have been isolated from the Company, are beyond the reach of the Company and its creditors, and the loan purchaser obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred loans. The above criteria are typically met contemporaneously as upon receipt of sales proceeds from the loan purchaser. Loan Repurchase Reserve —The Company sells LHFS in the secondary market and in connection with those sales, makes customary representations and warranties to the relevant loan purchasers about various characteristics of each loan, such as the origination and underwriting guidelines, including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local laws. In the event of a breach of its representations and warranties, the Company may be required to repurchase the loan with the identified defects. The loan repurchase reserve on loans sold relates to expenses incurred due to the potential repurchase of loans, indemnification of losses based on alleged violations or representations and warranties, which are customary to the mortgage banking industry. Provisions for potential losses are charged to expenses and are included within mortgage platform expenses on the consolidated statements of operations and comprehensive loss. The loan repurchase reserve represents the Company’s estimate of the total losses expected to occur and is considered to be adequate by management based upon the Company’s evaluation of the potential exposure related to the loan sale agreements over the life of the associated loans sold. The Company records the loan repurchase reserve within other liabilities on the consolidated balance sheets. Other Receivables, Net —Other receivables, net is net of the allowance for credit losses, in accordance with Accounting Standards Codification (“ASC”) 326, Financial Instruments-Credit Losses, which requires an entity to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. Management’s estimate of credit losses is based on historical collection experience and a review of the current status of other receivables. allowance is based on historical collection experience and a review of the current status of other receivables. It is reasonably possible that management’s estimate of the allowance will change. No allowance has been taken as of December 31, 2023 and 2022, respectively, as the balances reflect amounts fully collectible. Other receivables, net consist primarily of amounts due from a third party loan sub-servicer, margin account balances with brokers, a major integrated relationship partner, and servicing partners of loan purchasers. Derivatives and Hedging Activities —The Company enters into IRLCs to originate mortgage loans, at specified interest rates and within a specified period of time, with potential borrowers who have applied for a loan and meet certain credit and underwriting criteria. These IRLCs are not designated as accounting hedging instruments and are reflected in the consolidated balance sheets as derivative assets or liabilities at fair value with changes in fair value are recorded in current period earnings. Unrealized gains and losses on the IRLCs are recorded as derivative assets or liabilities on the consolidated balance sheets and in mortgage platform revenue, net within the consolidated statements of operations and comprehensive loss. The fair value of IRLCs are measured based on the value of the underlying mortgage loan, quoted MBS prices, estimates of the fair value of the mortgage servicing rights, and adjusted by the estimated loan funding probability, or “pull-through factor”. The Company enters into forward sales commitment contracts for the sale of its mortgage loans held for sale or in the pipeline. These contracts are loan sales agreements in which the Company commits in principle to delivering a mortgage loan of a specified principal amount and quality to a loan purchaser at a specified price on or before a specified date. Generally, the price the loan purchaser will pay the Company is agreed upon prior to the loan being funded (i.e., on the same day the Company commits to lend funds to a potential borrower). Under the majority of the forward sales commitment contracts if the Company fails to deliver the agreed-upon mortgage loans by the specified date, the Company must pay a “pair-off” fee to compensate the loan purchaser. The Company’s forward sale commitments are not designated as accounting hedging instruments and are reflected in the consolidated balance sheets as derivative assets or liabilities at fair value with changes in fair value are recorded in current period earnings. Unrealized gains and losses from changes in fair value on forward sales commitments are recorded as derivative assets or liabilities on the consolidated balance sheets and in mortgage platform revenue, net within the consolidated statements of operations and comprehensive loss. Forward commitments are entered into under arrangements between the Company and counterparties under Master Securities Forward Transaction Agreements, which contain a legal right to offset amounts due to and from the same counterparty and can be settled on a net basis. The Company has evaluated agreements with counterparties and for those counterparties that meet the conditions, positions are presented net. The Company does not utilize any other derivative instruments to manage risk. Fair Value Measurements —Assets and liabilities recorded at fair value on a recurring basis on the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The price used to measure fair value is not adjusted for transaction costs. The principal market is the market in which the Company would sell or transfer the asset with the greatest volume and level of activity for the asset. In determining the principal market for an asset or liability, it is assumed that the Company has access to the market as of the measurement date. If no market for the asset exists, or if the Company does not have access to the principal market, a hypothetical market is used. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 —Unadjusted quoted market prices in active markets for identical assets or liabilities; Level 2 —Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis include LHFS, derivative assets and liabilities, including IRLCs and forward sale commitments, bifurcated derivatives, convertible preferred stock warrants and warrant liabilities. Common stock warrants are measured at fair value at issuance only and are classified as equity on the consolidated balance sheets. When developing fair value measurements, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. However, for certain instruments, the Company must utilize unobservable inputs in determining fair value due to the lack of observable inputs in the market, which requires greater judgment in measuring fair value. In instances where there is limited or no observable market data, fair value measurements for assets and liabilities are based primarily upon the Company’s own estimates, and the measurements reflect information and assumptions that management believes a market participant would use in pricing the asset or liability. Upon the Closing of the Business Combination and issuance of the Convertible Note, the Loan commitment asset was reclassified as a discount to the Convertible Note and was amortized as part of interest expense over the term of the note. Property and Equipment —Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation expense is computed on the straight-line method over the estimated useful life of the asset, generally three four The Company’s property and equipment are considered long-lived assets and are reviewed for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the sum of the undiscounted cash flows expected to result from the use and eventual disposal of the asset and the asset’s carrying amount. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized to the extent the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of their carrying amount or the fair value of the asset, less costs to sell. See Note 5 for details on the Company’s impairment losses included within restructuring and impairment expenses on the consolidated statements of operations and comprehensive loss. Goodwill —Goodwill represents the excess of the purchase price of an acquired business over the fair value of the assets acquired, less liabilities assumed in connection with the acquisition. Goodwill is tested for impairment at least annually on the first day of the fourth quarter at each reporting unit level, or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired, and is required to be written down when impaired. The guidance for goodwill impairment testing begins with an optional qualitative assessment to determine whether it is more likely than not that goodwill is impaired. The Company is not required to perform a quantitative impairment test unless it is determined, based on the results of the qualitative assessment, that it is more likely than not that goodwill is impaired. The quantitative impairment test is prepared at the reporting unit level. In performing the impairment test, management compares the estimated fair values of the applicable reporting units to their aggregate carrying values, including goodwill. If the carrying amounts of a reporting unit including goodwill were to exceed the fair value of the reporting unit, an impairment loss is recognized within the consolidated statements of operations and comprehensive loss in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company currently has only one reporting unit. Internal Use Software and Other Intangible Assets, Net —The Company reports and accounts for acquired intellectual properties included in other intangible asset with an indefinite life, such as domain name, under ASC 350, Intangibles-Goodwill and Other (“ASC 350”). Intangible assets with indefinite lives are recorded at their estimated fair value at the date of acquisition and are tested for impairment on an annual basis as well as when there is reason to suspect that their values have been diminished or impaired. Any write-downs will be included in results from operations. Intangible assets with finite lives are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. The Company capitalizes certain development costs incurred in connection with its internal use software and website development. Software costs incurred in the preliminary stages of development are expensed as incurred. Once a software application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial software testing. The Company also capitalizes costs related to specific software upgrades and enhancements when it is probable the expenditures will result in additional features and functionality. Software maintenance costs are expensed as incurred. For website development, costs incurred in the planning stage are expensed as incurred whereas costs associated with the application and infrastructure development, graphics development, and content development are capitalized depending on the type of cost in each of those respective stages. Internal use software and website development are amortized on a straight-line basis over its estimated useful life, generally three years. Impairment of Long-Lived Assets —Long‑lived assets, including property and equipment, right-of-use assets, capitalized software, and other finite-lived intangible assets, are evaluated for recoverability when events or changes in circumstances indicate that the asset may have been impaired. In evaluating an asset for recoverability, the Company considers the future cash flows expected to result from the continued use of the asset and the eventual disposition of the asset. If the sum of the expected future cash flows, on an undiscounted basis, is less than the carrying amount of the asset, an impairment loss equal to the excess of the carrying amount over the fair value of the asset is recognized. See Note 5 for details on the Company’s impairment losses included within restructuring and impairment expenses on the consolidated statements of operations and comprehensive loss. Impairment of Indefinite-Lived Intangible Assets —In accordance with ASC 350-30-65 Goodwill and Other Intangible Assets , the Company assesses the impairment of indefinite-lived intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review include items such as significant underperformance compared to historical or projected future operating results and significant changes in the manner or use of the acquired assets or the strategy for the overall business. When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. See Note 5 for details on the Company’s impairment losses included within restructuring and impairment expenses on the consolidated statements of operations and comprehensive loss. Warehouse Lines of Credit —Warehouse lines of credit represent the outstanding balance of the Company’s warehouse borrowings collateralized by mortgage loans held for sale or related borrowings collateralized by restricted cash. Generally, warehouse lines of credit are used as interim, short-term financing which bears interest at a fixed margin over an index rate, such as the Secured Overnight Financing Rate (“SOFR”). The outstanding balance of the Company’s warehouse lines of credit will fluctuate based on its lending volume. The advances received under the warehouse lines of credit are based upon a percentage of the fair value or par value of the mortgage loans collateralizing the advance, depending upon the type of mortgage loan. Should the fair value of the pledged mortgage loans decline, the warehouse provider may require the Company to provide additional cash collateral or mortgage loans to maintain the required collateral level under the relevant warehouse line. The Company did not incur any significant issuance costs related to its warehouse lines of credit. Leases —The Company accounts for its leases in accordance with ASC 842, Leases (“ASC 842”). The Company’s lease portfolio primarily consists of operating leases for a number of small offices across the country for licensing purposes as well as several larger offices for employee and Company headquarters. The Company also leases various types of equipment, such as laptops and printers. The Company determines whether an arrangement is a lease at inception. The Company has made an accounting policy election to exempt leases with an initial term of 12 months or less (“short-term leases”) from being recognized on the balance sheet. Short-term leases are not material in comparison to the Company’s overall lease portfolio. Payments related to short-term leases are recognized in the consolidated statement of operations and comprehensive loss on a straight-line basis over the lease term. The Company also elected not to separate non-lease components of a contract from the lease component to which they relate. For leases with initial terms of greater than 12 months, the Company determines its classification as an operating or finance lease. At lease commencement, the Company recognizes a lease obligation and corresponding right-of-use asset based on the initial present value of the fixed lease payments using the Company's incremental borrowing rates for its population of leases. For leases that qualify as an operating lease, the right-of-use assets related to operating lease obligations are recorded in right-of-use assets in the consolidated balance sheets. The rate implicit on the Company’s leases are not readily determinable, therefore, management uses its incremental borrowing rate to discount the lease payments based on the information available at lease commencement. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow over a similar term, and with a similar security, in a similar economic environment, an amount equal to the fixed lease payments. The commencement date is the date the Company takes initial possession or control of the leased premise or asset, which is generally when the Company enters the leased premises and begins to make improvements in preparation for its intended use. Non-cancelable lease terms for most of the Company's real estate leases typically range between 1-10 years and may also provide for renewal options. Renewal options are typically solely at the Company’s discretion and are only included within the lease term when the Company is reasonably certain that the renewal options would be exercised. When a modification to the contractual terms occurs, the lease liability and right-of-use asset is remeasured based on the remaining lease payments and incremental borrowing rate as of the effective date of the modification. The Company evaluates its right-of-use assets for impairment consistent with the impairments of long-lived assets policy disclosure described above. Financing Leases —For leases that qualify as a finance lease, the right-of-use assets related to finance lease obligations are recorded in property and equipment as finance lease assets and are depreciated over the estimated useful life. The expense is included as a component of depreciation and amortization expense on the consolidated statements of operations and comprehensive loss. Sales-Type Leases —The Company’s product offering includes a Cash Offer Program where the Company works with a prospective buyer (“Buyer”) to identify and purchase a home directly from a seller (“Seller”) and then subsequently sell the home to the Buyer (see further description of Cash Offer Program within the Revenue Recognition section below). In most instances, the Buyer will lease the home from the Company while the Buyer and Company go through the customary closing procedures to transfer ownership of the home to the Buyer. The Company accounts for these leases as a sales-type lease under ASC 842 and at lease commencement recognizes: • Revenue for the lease payments, which includes the sales price of the home, which is included within cash offer program revenue on the consolidated statements of operations and comprehensive loss. • Expenses for the cost of the home, including transaction closing costs, which is included within cash offer program expenses on the consolidated statements of operations and comprehensive loss. • Net investment in the lease, which is included within prepaid expenses and other assets on the consolidated balance sheets, which consists of the minimum lease payments not yet received and the purchase price of the home to be financed through a mortgage. When the Buyer has exercised the purchase option, the Company will derecognize the net investment in the lease which is offset by cash received from the Buyer for the purchase price of the home. For transactions that include a lease with the Buyer, the transaction from lease commencement to the closing and transfer of ownership of the home from the Company to the Buyer is typically completed in 1 to 90 days. The Cash Offer Program began in the fourth quarter of 2022 and as of December 31, 2023 and 2022, net investment in leases was none and $0.9 million, respectively, and included within prepaid expenses and other assets on the consolidated balance sheets. The Company had no leases greater than 180 days and 30 days as of December 31, 2023 and 2022, respectively. Convertible Note— As part of the Closing of the Business Combination, the Company issued convertible notes. Upon initial issuance, convertible notes are evaluated for redemption and conversion features that could result in embedded derivatives that require bifurcation from the notes. Upon initial issuance, any embedded derivatives are measured at fair value. Convertible notes proceeds are allocated between the carrying value of the notes and the fair value of embedded derivatives on the initial issuance date. Any portion of proceeds allocated to embedded derivatives are treated as reductions in, or discounts to, the carrying value of the convertible notes on the issuance date. Embedded derivatives are adjusted to fair value at each reporting period, with the change in fair value included within the consolidated statements of operations and comprehensive income (loss). See Note 13 for further details on the Company’s Convertible Note. Corporate Line of Credit, net of discount and debt issuance costs —The Company had a line of credit arrangement with a third-party lender. Debt and other related issuance costs are deferred and amortized through the maturity date of the line of credit as interest and amortization on non-funding debt expense. Any modifications of the line of credit arrangement are analyzed as to whether they are an extinguishment or modification of debt on a lender-by-lender basis, which is determined by whether (1) the lender remains the same, and (2) the change in the debt terms is considered substantial. Gains and losses on debt modifications that are considered extinguishments are recognized in current earnings. Debt modifications that are not considered extinguishments are accounted for prospectively through yield adjustments, based on the revised terms (see Note 13). Warrant Liabilities —The Company assumed publicly-traded warrants (“Public Warrants”) issued in Aurora’s initial public offering, private placement warrants issued by Aurora in connection with its formation and warrants attached to certain private placement units (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). Each Warrant issued entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments, at any time commencing 30 days after the consummation of the |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | 3. Business Combination The Business Combination has been accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Aurora was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Better issuing stock for the net assets of Aurora, accompanied by a recapitalization. The net assets of Aurora were recorded at fair value (which approximated historical cost considering the nature of the assets transferred), with no goodwill or other intangible assets recorded. Financial statements and footnotes presented prior to the Business Combination represent the operations of Better. At the Closing of and in connection with the Business Combination, the following occurred: • Exchange of Pre-Business Combination Better Stock —Each outstanding share of Better common stock prior to the Business Combination (“Pre-Business Combination Better Stock”), each warrant to purchase preferred stock was exercised and all series of preferred stock were converted to common stock and exchanged for approximately 3.06 shares (the "Exchange Ratio") of the Company’s common stock. Outstanding options to purchase Pre-Business Combination Better common stock and restricted stock units ("RSUs") were converted into the right to receive options or warrants to purchase shares of Class B common stock or RSUs representing the right to receive shares of Class B common stock, as applicable, on the same terms and conditions that are in effect with respect to such options or RSUs on the day of the closing of the Business Combination, subject to adjustments using the Exchange Ratio. • Private and Public Warrants —6,075,047 redeemable public warrants to acquire shares of Aurora (“Public Warrants”), together with 3,733,358 private warrants to acquire shares of Aurora (“Private Warrants” and, together with the Public Warrants, the “Warrants”), have converted into warrants to acquire shares of Class A common stock. As contemplated by the Sponsor Agreement, dated as of May 10, 2021, by and among Aurora and Novator Capital Sponsor Ltd. (“Sponsor”) (as amended, the “Sponsor Agreement”), Sponsor forfeited 1,715,014 Private Warrants, effective as of the Closing Date, which comprised 50% of the Private Warrants held by Sponsor on May 10, 2021. Each Warrant entitles the holder to purchase one share of the Company’s Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. The Warrants became exercisable at any time commencing 30 days after the completion of the Business Combination (which for the avoidance of doubt was September 21, 2023), and will expire five years after the Business Combination or earlier upon redemption or liquidation. • Sponsor Locked-Up Shares —Pursuant to the Sponsor Agreement, the Sponsor forfeited upon Closing 50% of the Aurora private warrants and 20% of the Sponsor’s shares of Class A common stock received in respect of Aurora class B ordinary shares as of the Closing became subject to transfer restrictions, contingent upon the price of Class A common stock exceeding certain thresholds (the “Sponsor Locked-Up Shares”). The Sponsor Locked-Up Shares will be released in three tranches if the volume weighted average price (the “VWAP”) of Class A common stock exceeds certain price thresholds: (i) one-third of such shares will be released if VWAP for any 20 trading days during any consecutive 30-trading day period exceeds $12.50 per share, (ii) one-third of such shares will be released if the VWAP for any 20 trading days during any consecutive 30-trading day period exceeds $15.00 per share, and (iii) one-third of such shares will be released if the VWAP for any 20 trading days during any consecutive 30-trading day period exceeds $17.50 per share. In addition to the transfer restriction, upon certain change in control events included in the Sponsor Agreement, if there is a change in control event within five years following the Closing, the shares which have not reached the thresholds stated above will be forfeited. If after five years there is no such change in control event, the lock-up period will go on in perpetuity until the price thresholds are met. • Aurora Trust Account —The Company received gross cash consideration of $21.4 million as a result of the Business Combination as well as $0.2 million from Aurora’s operating cash account. • Convertible Note —The Company received $528.6 million from SoftBank Group Corp (“SB Northstar”) as a result of issuing notes, see Note 13 for further details. • Sponsor Share Purchase —The purchase for $17.0 million by the Sponsor of 1.7 million shares of Class A common stock. • Conversion of Convertible Preferred Stock and Exercise of Convertible Preferred Stock Warrants —See Note 20 for further details. • Conversion or Exchange of Pre-Closing Bridge Notes —See Note 13 for further details. • Transaction or Exchange costs —The Company incurred $17.2 million of equity issuance costs, consisting of financial advisory, legal, share registration, and other professional fees, which are recorded to additional paid-in capital as a reduction of transaction proceeds. The number of shares of common stock issued immediately following the Business Combination was as follows: Number of Shares Class A Class B Class C Pre-Business Combination Better Stockholders 40,601,825 574,407,420 6,877,283 Legacy Aurora Public Shareholders 212,598 — — Legacy Aurora Non-public Shareholders (Sponsor and affiliates of Aurora) (1) 8,091,923 — — Pre-Closing Bridge Note Investors 40,000,000 — 65,000,000 Sponsor Share Purchase Investors 1,700,000 — — Total (1) 90,606,346 574,407,420 71,877,283 (1) |
Revenue and Sales-Type Leases
Revenue and Sales-Type Leases | 12 Months Ended |
Dec. 31, 2023 | |
Revenue [Abstract] | |
Revenue and Sales-Type Leases | 4. Revenue and Sales-Type Leases Revenue — The Company disaggregates revenue based on the following revenue streams: Mortgage platform revenue, net consisted of the following: Year Ended December 31, (Amounts in thousands) 2023 2022 Net gain (loss) on sale of loans $ 37,667 $ (68,231) Integrated partnership revenue (loss) 13,308 (8,680) Changes in fair value of IRLCs and forward sale commitments 10,353 178,196 Total mortgage platform revenue, net $ 61,328 $ 101,285 Cash offer program revenue consisted of the following: Year Ended December 31, (Amounts in thousands) 2023 2022 Revenue related to ASC 606 $ — $ 12,313 Revenue related to ASC 842 304 216,408 Total cash offer program revenue $ 304 $ 228,721 Other platform revenue consisted of the following: Year Ended December 31, (Amounts in thousands) 2023 2022 Real estate services $ 7,092 $ 23,053 Homeowners Insurance Services 2,974 2,296 Title insurance 52 7,010 Settlement services 15 4,222 Other homeownership offerings 1,160 1,780 Total other platform revenue $ 11,293 $ 38,362 Sales-type Leases— The following table presents the revenue and expenses recognized at the commencement date of sales-type leases for the periods indicated: Year Ended December 31, (Amounts in thousands) 2023 2022 Cash offer program revenue $ 304 $ 216,408 Cash offer program expenses $ 278 $ 217,609 |
Restructuring and Impairments
Restructuring and Impairments | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Impairments | 5. Restructuring and Impairments In December 2020, the Company initiated an operational restructuring program that included plans for costs reductions in response to a difficult interest rate environment as well as a slowing housing market. The restructuring program, which continued during the years ended December 31, 2023 and 2022, consists of reductions in headcount and any associated costs which primarily include one-time employee termination benefits. The Company expects the restructuring initiatives to continue at least through the first half of 2024. Due to the reduced headcount, the Company has also reduced its real estate footprint. The Company has impaired right-of-use assets related to office space that is no longer in use or has been completely abandoned. Leases where the Company is unable to terminate or amend the lease with the landlord remain on the balance sheet under lease liabilities. In February 2023, the Company entered into a lease amendment with a landlord to surrender an office floor and reassign the lease to a third party. The amendment relieves the Company of the primary obligation under the original lease and as such is considered a termination of the original lease. Due to the lease amendment, the Company impaired the right-of-use asset of $13.0 million and removed the lease liability of $13.0 million and incurred a loss of $5.3 million which included a $4.7 million payment in cash to the third party and $0.6 million in other related fees to terminate the lease early. The Company has also impaired the right-of-use assets for equipment that is no longer used or abandoned as a result of the reduced headcount. Refer to Note 8 for further details on the Company’s leasing activities. For the years ended December 31, 2023 and 2022, the Company impaired property and equipment of $7.9 million and $4.0 million, respectively, which was related to termination of lease agreement and sale of laptops resulting from a reduction in the workforce. The Company assessed the loan commitment asset for impairment as there were factors that indicated that it was probable that the asset had been impaired during the year ended December 31, 2022, as the probability of the Company meeting the criteria to draw on the Convertible Note declined. For the year ended December 31, 2022, the Company recorded an impairment loss of $105.6 million on the loan commitment asset. The write-off of capitalized merger transaction costs are costs incurred and capitalized in relation to the Merger. These costs were written off on December 31, 2022 as Amendment No. 5 to the Merger Agreement was not executed until February 24, 2023 which extended the Agreement End Date from March 8, 2023 to September 30, 2023. For the years ended December 31, 2023 and 2022, the Company’s restructuring and impairment expenses consists of the following: Year Ended December 31, (Amounts in thousands) 2023 2022 Impairment of Loan Commitment Asset $ — $ 105,604 Employee one-time termination benefits 2,968 102,261 Write-off of capitalized merger transaction costs — 25,787 Impairments of Right-of-Use Assets 2,321 6,493 Real estate restructuring costs 5,284 — Gain on lease settlement (3,891) — Impairments of intangible assets 2,332 1,965 Impairment of property and equipment 7,934 4,042 Impairment of investments 200 — Other restructuring (gains) losses 311 333 Total Restructuring and Impairments $ 17,459 $ 246,485 As of December 31, 2023 and 2022, respectively, the Company had an immaterial liability related to employee one-time termination benefits that were yet to be paid. The cumulative amount of one-time termination benefits, impairment of loan commitment asset, impairment of right-of-use assets, and impairment of property and equipment as of December 31, 2023 is $122.3 million, $105.6 million, $8.5 million, and $12.0 million, respectively. |
Mortgage Loans Held for Sale an
Mortgage Loans Held for Sale and Warehouse Lines of Credit | 12 Months Ended |
Dec. 31, 2023 | |
Mortgage Loans Held For Sale And Warehouse Agreement Borrowings [Abstract] | |
Mortgage Loans Held for Sale and Warehouse Lines of Credit | 6. Mortgage Loans Held for Sale and Warehouse Lines of Credit The Company has the following outstanding warehouse lines of credit: December 31, (Amounts in thousands) Maturity Facility Size 2023 2022 Funding Facility 1 (1) January 31, 2024 $ 100,000 $ 61,709 89,673 Funding Facility 2 (2) August 4, 2023 — — 9,845 Funding Facility 3 (3) December 6, 2024 150,000 40,088 44,531 Funding Facility 4 (4) August 2, 2024 175,000 24,421 — Total warehouse lines of credit $ 425,000 $ 126,218 $ 144,049 __________________ (1) Interest charged under the facility is at the 30-day term SOFR plus 2.125%. Cash collateral deposit of $15.0 million is maintained. Subsequent to December 31, 2023, the Company extended the maturity to July 31, 2024. (2) Interest charged under the facility was at the 30-day term SOFR plus 1.77%. Funding Facility 2 matured on August 4, 2023 and the Company did not extend beyond maturity. Prior to maturity, the size of the facility was $150.0 million. (3) Interest charged under the facility is at the 30-day term SOFR plus 2.10%-2.25%. Cash collateral deposit of $3.8 million was maintained and included in restricted cash. (4) Interest charged under the facility is at the 30-day term SOFR plus 1.75% - 3.75%. There is no cash collateral deposit maintained as of December 31, 2023. The unpaid principal amounts of the Company’s LHFS are also pledged as collateral under the relevant warehouse funding facilities. The Company’s LHFS are summarized below by those pledged as collateral and those fully funded by the Company: December 31, (Amounts in thousands) 2023 2022 Funding Facility 1 $ 63,483 $ 101,598 Funding Facility 2 — 10,218 Funding Facility 3 42,316 46,356 Funding Facility 4 26,894 — Total LHFS pledged as collateral 132,693 158,172 Company-funded LHFS 12,386 136,599 Company-funded Home Equity Line of Credit 25,098 8,320 Total LHFS 170,177 303,091 Fair value adjustment (27) (54,265) Total LHFS at fair value $ 170,150 $ 248,826 Average days loans held for sale, other than Company-funded LHFS and Company-funded HELOC, for the years ended December 31, 2023 and 2022 were approximately 22 days and 18 days, respectively. This is defined as the average days between funding and sale for loans funded during each period. As of December 31, 2023 and 2022, the Company had an immaterial amount of loans either 90 days past due or non-performing. In July 2023 , the Company sold the majority of Company-funded LHFS in bulk to a single loan purchaser for a total sale price of $113.2 million. These Company funded LHFS were pledged as collateral under the Company’s 2023 Credit Facility (see Note 13) and as such of the total sale price, $98.4 million of cash was remitted directly to the Lender (as defined in Note 13) and $14.8 million of cash was remitted to the Company. As of December 31, 2023 and 2022, the weighted average annualized interest rate for the warehouse lines of credit was 7.43% and 6.00%, respectively. The warehouse lines of credit contain certain restrictive covenants that require the Company to maintain certain minimum net worth, liquid assets, current ratios, liquidity ratios, leverage ratios, and earnings. In addition, these warehouse lines also require the Company to maintain compensating cash balances which aggregated to $18.8 million and $15.0 million as of December 31, 2023 and 2022, respectively, and are included in restricted cash on the accompanying consolidated balance sheets. The Company was in compliance with all financial covenants under the warehouse lines as of December 31, 2023 and 2022, respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment consists of the following: As of December 31, (Amounts in thousands) 2023 2022 Computer and Hardware $ 16,276 $ 18,614 Furniture and equipment 2,796 3,105 Land and buildings 3,030 3,030 Leasehold improvements 12,248 21,661 Finance lease assets — 3,761 Total property and equipment 34,349 50,171 Less: Accumulated depreciation (17,896) (19,741) Property and equipment, net $ 16,454 $ 30,430 Total depreciation expense on property and equipment for the years ended December 31, 2023 and 2022 was $5.8 million and $13.7 million, respectively. Finance lease assets primarily included furniture and IT equipment. An impairment of $7.9 million and $3.0 million was recognized for the years ended December 31, 2023 and 2022, respectively, related to computers and hardware. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | 8. Leases The below table presents the lease related assets and liabilities recorded on the accompanying balance sheet: As of December 31, (Amounts in thousands) Balance Sheet Caption 2023 2022 Assets: Operating lease right-of-use assets Right-of-use asset $ 19,988 $ 39,723 Finance lease right-of-use assets Property and equipment, net — 2,162 Total leased assets $ 19,988 $ 41,885 Liabilities: Operating lease liabilities Lease liabilities $ 31,202 $ 57,508 Finance lease liabilities Other liabilities — 1,062 Total lease liabilities $ 31,202 $ 58,570 The components of operating lease costs were as follows: Year Ended December 31, (Amounts in thousands) 2023 2022 Operating lease cost $ 10,713 $ 17,645 Short-term lease cost 236 544 Variable lease cost 1,241 2,735 Total operating lease cost $ 12,190 $ 20,924 Operating lease costs are reported in the following line items within the consolidated statements of operations and comprehensive loss: Year Ended December 31, (Amounts in thousands) 2023 2022 Mortgage platform expenses $ 6,020 $ 14,238 General and administrative expenses 4,219 1,665 Marketing and advertising expenses 80 252 Technology and product development expenses 1,119 2,680 Other platform expenses 752 2,089 Total operating lease costs $ 12,190 $ 20,924 The components of finance lease costs were as follows: Year Ended December 31, 2023 (Amounts in thousands) Depreciation and Amortization Interest Expense Total Total finance lease cost $ 135 $ 39 $ 174 The components of finance lease costs were as follows: Year Ended December 31, 2022 (Amounts in thousands) Depreciation and Amortization Interest Expense Total Total finance lease cost $ 520 $ 273 $ 793 Supplemental cash flow and non-cash information related to leases were as follows: Year Ended December 31, (Amounts in thousands) 2023 2022 Cash paid for amounts included in measurement of operating lease liabilities $ 17,504 $ 18,686 Right-of-use assets obtained in exchange for lease liabilities: Operating lease right-of-use assets recognized $ 787 $ 4,722 Supplemental balance sheet information related to leases was as follows: Year Ended December 31, (Amounts in thousands) 2023 2022 Operating leases Weighted average remaining lease term (in years) 5.3 5.4 Weighted average discount rate 5.1 % 5.1 % Finance leases Weighted average remaining lease term (in years) 0.0 0.3 Weighted average discount rate — % 16.2 % As of December 31, 2023, the Company held no finance leases, and the maturity analysis of operating lease liabilities are as follows: (Amounts in thousands) Operating Leases 2024 $ 9,608 2025 7,224 2026 4,444 2027 4,315 2028 4,179 2029 and beyond 6,268 Total lease payments 36,038 Less amount representing interest (4,836) Total lease liabilities $ 31,202 Sales-type Leases— The following table presents the revenue, expenses, and gross margin recognized at the commencement date of sales-type leases for the periods indicated: Year Ended December 31, (Amounts in thousands) 2023 2022 Cash offer program revenue $ 304 $ 216,408 Cash offer program expenses 278 217,609 Gross Margin $ 26 $ (1,201) The future maturity of the Company’s customer lease payment s of none and $0.9 million occurs within the next 180 days as of December 31, 2023 and 2022, respectively. |
LEASES | 8. Leases The below table presents the lease related assets and liabilities recorded on the accompanying balance sheet: As of December 31, (Amounts in thousands) Balance Sheet Caption 2023 2022 Assets: Operating lease right-of-use assets Right-of-use asset $ 19,988 $ 39,723 Finance lease right-of-use assets Property and equipment, net — 2,162 Total leased assets $ 19,988 $ 41,885 Liabilities: Operating lease liabilities Lease liabilities $ 31,202 $ 57,508 Finance lease liabilities Other liabilities — 1,062 Total lease liabilities $ 31,202 $ 58,570 The components of operating lease costs were as follows: Year Ended December 31, (Amounts in thousands) 2023 2022 Operating lease cost $ 10,713 $ 17,645 Short-term lease cost 236 544 Variable lease cost 1,241 2,735 Total operating lease cost $ 12,190 $ 20,924 Operating lease costs are reported in the following line items within the consolidated statements of operations and comprehensive loss: Year Ended December 31, (Amounts in thousands) 2023 2022 Mortgage platform expenses $ 6,020 $ 14,238 General and administrative expenses 4,219 1,665 Marketing and advertising expenses 80 252 Technology and product development expenses 1,119 2,680 Other platform expenses 752 2,089 Total operating lease costs $ 12,190 $ 20,924 The components of finance lease costs were as follows: Year Ended December 31, 2023 (Amounts in thousands) Depreciation and Amortization Interest Expense Total Total finance lease cost $ 135 $ 39 $ 174 The components of finance lease costs were as follows: Year Ended December 31, 2022 (Amounts in thousands) Depreciation and Amortization Interest Expense Total Total finance lease cost $ 520 $ 273 $ 793 Supplemental cash flow and non-cash information related to leases were as follows: Year Ended December 31, (Amounts in thousands) 2023 2022 Cash paid for amounts included in measurement of operating lease liabilities $ 17,504 $ 18,686 Right-of-use assets obtained in exchange for lease liabilities: Operating lease right-of-use assets recognized $ 787 $ 4,722 Supplemental balance sheet information related to leases was as follows: Year Ended December 31, (Amounts in thousands) 2023 2022 Operating leases Weighted average remaining lease term (in years) 5.3 5.4 Weighted average discount rate 5.1 % 5.1 % Finance leases Weighted average remaining lease term (in years) 0.0 0.3 Weighted average discount rate — % 16.2 % As of December 31, 2023, the Company held no finance leases, and the maturity analysis of operating lease liabilities are as follows: (Amounts in thousands) Operating Leases 2024 $ 9,608 2025 7,224 2026 4,444 2027 4,315 2028 4,179 2029 and beyond 6,268 Total lease payments 36,038 Less amount representing interest (4,836) Total lease liabilities $ 31,202 Sales-type Leases— The following table presents the revenue, expenses, and gross margin recognized at the commencement date of sales-type leases for the periods indicated: Year Ended December 31, (Amounts in thousands) 2023 2022 Cash offer program revenue $ 304 $ 216,408 Cash offer program expenses 278 217,609 Gross Margin $ 26 $ (1,201) The future maturity of the Company’s customer lease payment s of none and $0.9 million occurs within the next 180 days as of December 31, 2023 and 2022, respectively. |
LEASES | 8. Leases The below table presents the lease related assets and liabilities recorded on the accompanying balance sheet: As of December 31, (Amounts in thousands) Balance Sheet Caption 2023 2022 Assets: Operating lease right-of-use assets Right-of-use asset $ 19,988 $ 39,723 Finance lease right-of-use assets Property and equipment, net — 2,162 Total leased assets $ 19,988 $ 41,885 Liabilities: Operating lease liabilities Lease liabilities $ 31,202 $ 57,508 Finance lease liabilities Other liabilities — 1,062 Total lease liabilities $ 31,202 $ 58,570 The components of operating lease costs were as follows: Year Ended December 31, (Amounts in thousands) 2023 2022 Operating lease cost $ 10,713 $ 17,645 Short-term lease cost 236 544 Variable lease cost 1,241 2,735 Total operating lease cost $ 12,190 $ 20,924 Operating lease costs are reported in the following line items within the consolidated statements of operations and comprehensive loss: Year Ended December 31, (Amounts in thousands) 2023 2022 Mortgage platform expenses $ 6,020 $ 14,238 General and administrative expenses 4,219 1,665 Marketing and advertising expenses 80 252 Technology and product development expenses 1,119 2,680 Other platform expenses 752 2,089 Total operating lease costs $ 12,190 $ 20,924 The components of finance lease costs were as follows: Year Ended December 31, 2023 (Amounts in thousands) Depreciation and Amortization Interest Expense Total Total finance lease cost $ 135 $ 39 $ 174 The components of finance lease costs were as follows: Year Ended December 31, 2022 (Amounts in thousands) Depreciation and Amortization Interest Expense Total Total finance lease cost $ 520 $ 273 $ 793 Supplemental cash flow and non-cash information related to leases were as follows: Year Ended December 31, (Amounts in thousands) 2023 2022 Cash paid for amounts included in measurement of operating lease liabilities $ 17,504 $ 18,686 Right-of-use assets obtained in exchange for lease liabilities: Operating lease right-of-use assets recognized $ 787 $ 4,722 Supplemental balance sheet information related to leases was as follows: Year Ended December 31, (Amounts in thousands) 2023 2022 Operating leases Weighted average remaining lease term (in years) 5.3 5.4 Weighted average discount rate 5.1 % 5.1 % Finance leases Weighted average remaining lease term (in years) 0.0 0.3 Weighted average discount rate — % 16.2 % As of December 31, 2023, the Company held no finance leases, and the maturity analysis of operating lease liabilities are as follows: (Amounts in thousands) Operating Leases 2024 $ 9,608 2025 7,224 2026 4,444 2027 4,315 2028 4,179 2029 and beyond 6,268 Total lease payments 36,038 Less amount representing interest (4,836) Total lease liabilities $ 31,202 Sales-type Leases— The following table presents the revenue, expenses, and gross margin recognized at the commencement date of sales-type leases for the periods indicated: Year Ended December 31, (Amounts in thousands) 2023 2022 Cash offer program revenue $ 304 $ 216,408 Cash offer program expenses 278 217,609 Gross Margin $ 26 $ (1,201) The future maturity of the Company’s customer lease payment s of none and $0.9 million occurs within the next 180 days as of December 31, 2023 and 2022, respectively. |
Goodwill and Internal Use Softw
Goodwill and Internal Use Software and Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Internal Use Software and Other Intangible Assets, Net | 9. Goodwill and Internal Use Software and Other Intangible Assets, Net In January 2023, the Company completed an acquisition of Goodholm Finance Ltd. (“Goodholm”), a regulated U.K. based mortgage lender and servicer, providing outsourced administration of mortgages, loans and collection portfolios. The Company paid a total cash consideration of $2.9 million for the acquisition. In connection with this acquisition, the Company recognized the following assets and liabilities: (Amounts in thousands) As of Acquisition Date Cash and cash equivalents $ 283 Property and equipment 20 Indefinite lived intangibles - Licenses 1,186 Goodwill 1,741 Other assets (1) 65 Accounts payable and accrued expenses (1) (161) Other liabilities (1) (193) Net assets acquired $ 2,941 __________________ (1) Carrying value approximates fair value given their short-term maturity periods Intangible assets acquired consist of regulatory licenses. The acquisition was not material to the Company's consolidated financial statements. Accordingly, pro forma results of this acquisition have not been presented. The Company finalized purchase accounting during the fourth quarter of 2023. In April 2023, the Company completed the acquisition of a U.K.-based banking entity after obtaining regulatory approval from the financial control authorities in the U.K. The Company acquired Birmingham Bank Ltd. (“Birmingham”), a regulated bank, offering a range of financial products and services to consumers and small businesses. The acquisition will allow the Company to grow and expand operations in the U.K. by enabling the Company to improve the mortgage process for U.K. mortgage borrowers. The Company acquired 100% of the equity of Birmingham for a total consideration of $19.3 million, which consists of $15.9 million in cash and $3.4 million in deferred consideration in the form of an earn out which is included within other liabilities on the consolidated balance sheet at the acquisition date. In connection with this acquisition, the Company recognized the following assets and liabilities: (Amounts in thousands) As of Acquisition Date Cash and cash equivalents $ 2,907 Accounts receivable (1) 60 Short-term investments 8,729 Other assets 7,530 Property and equipment 83 Finite lived intangibles 854 Indefinite lived intangibles - Licenses 31 Goodwill 12,300 Accounts payable and accrued expenses (1) (248) Customer deposits (12,374) Other liabilities (1) (586) Net assets acquired $ 19,286 __________________ (1) Carrying value approximates fair value given their short-term maturity periods Intangible assets acquired consist of trade name, core deposits intangibles, and regulatory licenses. The acquisition was not material to the Company's consolidated financial statements. Accordingly, pro forma results of this acquisition have not been presented. The Company finalized purchase accounting during the fourth quarter of 2023. Changes in the carrying amount of goodwill, net consisted of the following: Year Ended December 31, (Amounts in thousands) 2023 2022 Balance at beginning of period $ 17,388 $ 18,674 Goodwill acquired—Goodholm & Birmingham 14,041 — Measurement period adjustment 165 (375) Effect of foreign currency exchange rate changes 796 (911) Balance at end of period $ 32,390 $ 17,388 No impairment of goodwill was recognized for the years ended December 31, 2023 and 2022. Internal use software and other intangible assets, net consisted of the following: As of December 31, 2023 (Amounts in thousands, except useful lives) Weighted Average Useful Lives (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible assets with finite lives Internal use software and website development 3.0 $ 136,879 $ (103,587) $ 33,292 Intellectual property and other 5.7 1,008 (254) $ 754 Total Intangible assets with finite lives, net 137,887 (103,841) 34,046 Intangible assets with indefinite lives Domain name 1,820 — $ 1,820 Licenses and other 2,260 — $ 2,260 Total Internal use software and other intangible assets, net $ 141,967 $ (103,841) $ 38,126 As of December 31, 2022 (Amounts in thousands, except useful lives) Weighted Average Useful Lives (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible assets with finite lives Internal use software and website development 3.0 $ 123,734 $ (67,319) $ 56,415 Intellectual property and other 7.5 3,449 (838) 2,611 Total Intangible assets with finite lives, net 127,183 (68,157) 59,026 Intangible assets with indefinite lives Domain name 1,820 — 1,820 Licenses and other 1,150 — 1,150 Total Internal use software and other intangible assets, net $ 130,153 $ (68,157) $ 61,996 The Company capitalized $13.1 million and $27.6 million in internal use software and website development costs during the years ended December 31, 2023 and 2022, respectively. Included in capitalized internal use software and website development costs are $4.1 million and $4.1 million of stock-based compensation costs for the years ended December 31, 2023 and 2022, respectively. Amortization expense totaled $37.1 million and $35.7 million during the years ended December 31, 2023 and 2022, respectively. For the years ended December 31, 2023 and 2022, $2.3 million and $2.0 million impairment were recognized relating to intangible assets (see Note 5). Amortization expense related to intangible assets as of December 31, 2023 is expected to be as follows: (Amounts in thousands) Total 2024 $ 24,570 2025 7,273 2026 1,956 2027 154 2028 and thereafter 93 Total $ 34,046 |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Assets | 10. Prepaid Expenses and Other Assets Prepaid expenses and other assets consisted of the following: As of December 31, (Amounts in thousands) 2023 2022 Prepaid expenses $ 27,859 $ 26,366 Tax receivables 8,348 18,139 Security Deposits 15,179 14,369 Loans held for investment 4,793 — Prepaid compensation asset — 5,615 Inventory—Homes — 1,139 Net investment in lease — 944 Total prepaid expenses and other assets $ 56,179 $ 66,572 Prepaid Compensation Asset —Prepaid compensation asset consists of a one-time retention bonus given to Kevin Ryan, President and Chief Financial Officer of the Company, in the form of a forgivable loan of $6.0 million, with an annual compounding interest rate of 3.5% on August 18, 2022. Subject to Mr. Ryan’s active employment by the Company and status of good standing on each of December 1, 2023, December 1, 2024, December 1, 2025 and December 1, 2026, 25% of the principal amount of, and accrued and unpaid interest on, the loan will be forgivable on each such dates. Further, the outstanding principal and interest will be forgivable upon Mr. Ryan’s death, termination as part of a reduction in force, the elimination or substantial reduction of Mr. Ryan’s role, a change in control of the Company, the Company’s insolvency or filing of bankruptcy or Mr. Ryan’s termination by the Company without cause. The loan will also be forgiven if it would violate applicable law, including Section 402 of the Sarbanes-Oxley Act as implemented in Section 13(k) of the Exchange Act. In the event of Mr. Ryan’s voluntary separation from the Company or termination by the Company for cause, any outstanding principal and interest will be due in full on the date that is twenty-four In August 2023, in connection with and prior to the closing of the Business Combination, the Company has forgiven Mr. Ryan’s loan in the amount of $6.0 million plus accrued interest of $0.2 million and as such the Company is in compliance with Section 402 of the Sarbanes-Oxley Act as implemented in Section 13(k) of the Exchange Act. As a result of the forgiveness, the Company has recognized $5.5 million and $0.5 million of compensation expense during the years ended December 31, 2023 and 2022, respectively. In addition, the Company has agreed to reimburse and make whole Mr. Ryan with the withholding taxes incurred in connection with the forgiveness of the loan which resulted in additional compensation expense of $3.9 million for the year ended December 31, 2023. Loans Held for Investment —The Company holds a small amount of loans held for investment, which were acquired as part of the Birmingham acquisition in April 2023. For these loans, management has the intent and ability to hold for the foreseeable future or until maturity or payoff and are reported at amortized cost, which is the principal amount outstanding, net of cumulative charge-offs, unamortized net deferred loan origination fees and costs and unamortized premiums or discounts on purchased loans. |
Customer Deposits
Customer Deposits | 12 Months Ended |
Dec. 31, 2023 | |
Deposits [Abstract] | |
Customer Deposits | 11. Customer Deposits Customer Deposits —In relation to the Company’s banking activities tied to the Birmingham acquisition in the U.K., the Company offers individual savings accounts and other depository products with differing maturities and interest rates to its customers. The balance of customer deposits as of December 31, 2023 and December 31, 2022 was $11.8 million and none, respectively, on the consolidated balance sheets. The following table presents average balances and weighted average rates paid on deposits for the years indicated: Year Ended December 31, 2023 (Amounts in thousands) Average Balance Average Rate Paid Notice $ 2,826 2.55 % Term 2,826 2.04 % Savings 5,324 2.19 % Total Deposits $ 10,976 2.26 % The following table presents maturities of customer deposits: (Amounts in thousands) As of December 31, 2023 Demand Deposits $ 4,670 Maturing In: 2024 4,715 2025 1,423 2026 1,031 2027 — Total 11,839 Interest Expense on deposits is recorded in warehouse interest expense in the consolidated statements of operations and comprehensive loss for the year indicated as follows: Year Ended December 31, (Amounts in thousands) 2023 Notice $ 73 Term 23 Savings 96 Total Interest Expense $ 192 Deposits are for U.K. banking clients and are protected up to £85.0 thousand ($108.2 thousand) per eligible person by the Financial Services Compensation Scheme in the U.K. Of the total customer deposits as of December 31, 2023, $0.7 million were over the applicable insured amount. |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 12. Other Liabilities Other liabilities consisted of the following: As of December 31, (Amounts in thousands) 2023 2022 Deferred Revenue 272 30,205 Loan Repurchase Reserve (Note 16) 19,472 26,745 Other Liabilities 6,092 2,982 Total other liabilities $ 25,837 $ 59,933 Deferred Revenue |
Corporate Line of Credit, Pre-C
Corporate Line of Credit, Pre-Closing Bridge Notes and Convertible Notes | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Corporate Line of Credit, Pre-Closing Bridge Notes and Convertible Notes | 13. Corporate Line of Credit, Pre-Closing Bridge Notes and Convertible Notes Corporate Line of Credit —As of December 31, 2023 and 2022, the Company had none and $144.4 million, respectively, of outstanding borrowings on the line of credit, which are recorded net of the unamortized portion of the warrant discount and debt issuance costs within corporate line of credit, net in the consolidated balance sheets. The Company had none and $2.0 million of unamortized warrant issuance related discount and debt issuance costs as of December 31, 2023 and 2022, respectively. In February 2023, the Company entered into a loan and security agreement (the “2023 Credit Facility”) with Clear Spring Life and Annuity Company, an entity affiliated with the previous agent and acting as an agent for such lenders (together, the “Lender”) to amend its previously existing loan and security agreement (the “2021 Credit Facility”). The terms of the 2023 Credit Facility granted relief from the acceleration of payments under minimum revenue triggers from the 2021 Credit Facility. The 2023 Credit Facility split the principal balance into two tranches, tranche “AB” in the amount of $99.9 million and Tranche “C” in the amount of $26.5 million. Tra nche AB was backed by assets that the Company pledged, mainly loans held for sale that the Company fully owned while Tranche C was secured by other assets of the Company. Tranche AB had a fixed interest rate of 8.5% and Tranche C had a variable interest rate based on the SOFR reference rate for a one-month tenor plus 9.5%. During the year ended December 31, 2023, the Company paid off $144.4 million owed in principal balance on the 2023 Credit Facility. The Company made the final principal payment to the Lender in August 2023 and as the Company repaid the 2023 Credit Facility in full earlier than what was contractually required, the Company paid a make-whole amount that represents minimum interest for the Lender in the amount of $4.5 million. The Com pany also amortized the remaining unamortized debt issuance costs in the amount of $6.0 million as part of interest and amortization on non-funding debt expense within the consolidated statements of operations and comprehensive loss. For the the year ended December 31, 2023, the Company recorded a total of $17.5 million related to interest expense as follows: $11.5 million in interest expense related to the line of credit and $6.0 million in interest expense related to the amortization of deferred debt issuance costs and discount and other debt servicing fees which is included in interest and amortization on non-funding debt expense, net within the consolidated statements of operations and comprehensive loss. For the the year ended December 31, 2022, the Company recorded a total of $13.2 million related to interest expense as follows: $12.1 million in interest expense related to the line of credit and $1.1 million in interest expense related to the amortization of deferred debt issuance costs and discount and other debt servicing fees which is included in interest and amortization on non-funding debt expense within the consolidated statements of operations and comprehensive loss. Pre-Closing Bridge Notes —The carrying value of the Pre-Closing Bridge Notes as of December 31, 2022 is $750.0 million and is included in the consolidated balance sheets. In connection with the Closing of the Business Combination, the Pre-Closing Bridge Notes held by SB Northstar in an aggregate principal amount o f $650.0 million automatically converted into Class C common stock at a conversion price of $10.00 per share (the “Bridge Note Conversion”). In connection with the Bridge Note Conversion, the Company issued an aggregate 65.0 million shares of Class C common stock to a trust designated by SB Northstar to distribute such shares to SB Northstar upon satisfaction of certain conditions. In addition, pursuant to the letter agreement, dated as of February 7, 2023, by and among Aurora, the Company and the Sponsor (the “Second Novator Letter Agreement”) and the letter agreement, dated August 22, 2023, by and among Aurora, Better and the Sponsor (the “Novator Exchange Agreement”), the Pre-Closing Bridge Notes held by the Sponsor in an aggregate principal amount of $100.0 million were exchanged for 40.0 million shares of Class A common stock. The Company recorded none and $272.7 million in interest expense on Pre-Closing Bridge Notes from the amortization of the discount during th e years ended December 31, 2023 and 2022, respectively, included within the consolidated statements of operations and comprehensive loss. Upon initial issuance, Pre-Closing Bridge Notes were evaluated for redemption and conversion features that could result in embedded derivatives that require bifurcation from the Pre-Closing Bridge Notes. Embedded derivatives are recorded at fair value as bifurcated derivative within the consolidated balance sheets and are adjusted to fair value at each reporting period, with the change in fair value included in change in fair value of bifurcated derivative, within the consolidated statements of operations and comprehensive loss. Upon issuance, conversion features included in the Pre-Closing Bridge Notes that were deemed to be embedded derivatives were immaterial. As of December 31, 2023 and 2022, the embedded features had a fair value of none and $236.6 million, respectively, and were included as bifurcated derivative assets within the consolidated balance sheets. For the years ended December 31, 2023 and 2022, the Company recorded a loss of $236.6 million and a gain of $236.6 million, respectively, of changes in fair value of embedded derivatives included in change in fair value of bifurcated derivative, within the consolidated statements of operations and comprehensive loss. Issuance of Convertible Note— In connection with the Closing of the Business Combination, the Company issued to SB Northstar senior subordinated convertible notes in the aggregate principal amount of $528.6 million (the “Convertible Note”), $550.0 million less approximately $21.4 million released to the Company at the Closing from Aurora’s trust account, pursuant to an Indenture, dated as of August 22, 2023 (the “Indenture”). The Convertible Note bears 1% interest per annum and matures on August 22, 2028, unless earlier converted or redeemed. Per the Indenture, the Company may elect to pay all or any portion of interest in kind by issuing to the holder of such note an additional note or in cash. Upon issuing the Convertible Notes, the loan commitment asset on Better’s balance sheet as o f December 31, 2022 in the amount of $16.1 million, associated with the right to draw the Convertible Note, is reflected as a debt discount which will be amortized as part of interest expense over the term of the Convertible Note. As of December 31, 2023, the carrying amount of the Convertible Note was $514.6 million on the consolidated balance sheets. The Convertible Note is convertible, at the option of SB Northstar, into shares of the Company’s Class A common stock, with an initial conversion rate per $1,000 principal amount of Convertible Note equal to (a) $1,000 divided by (b) a dollar amount equal to 115% of the First Anniversary VWAP (as defined in the Indenture), subject to adjustments as described therein. The Indenture provides that the First Anniversary VWAP may be no less than $8.00 and no greater than $12.00, subject to adjustments as described therein. The Convertible Note may be redeemed at the option of the Company at a redemption price of 115% of par pl us accrued interest in cash, at any time on or before the 30th trading day prior to the maturity date of the Convertible Note if the last reported sale price of the Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days during the 30 trading day period ending on, and including, the trading day immediately preceding the d ate of notice of optional redemption. The Convertible Note is redeemable prior to maturity in the event of a fundamental change under the Indenture, such as the removal of the Company’s Class A common stock from the Nasdaq. In this event, the Company would be required to redeem the Convertible Note for an amount in cash equal to the principal balance plus accrued and unpaid interest on the redemption date. The Convertible Note permits the Company to designate up to $150 million of in debtedness that is senior to the Convertible Note, in addition to certain other customary exceptions. In addition, the Indenture requires that if a domestic subsidiary of the Company guarantees other senior indebtedness of the Company, such subsidiary would also be required to guarantee the notes, subject to certain exceptions for non-profit subsidiaries and regulated mortgage origination subsidiaries. Upon initial issuance, the Convertible Note was evaluated for redemption and conversion features that could result in embedded derivatives that require bifurcation from the Convertible Note, which no redemption and conversion features were determined to be embedded derivatives. For the year ended December 31, 2023 and 2022, the Company recorded a total of $2.2 million and none , respectively, of interest expense related to the Convertible Note. Interest expense from the Convertible Note is included in interest and amortization on non-funding debt expense, net within the consolidated statements of operations and comprehensive loss. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions The Company has entered into a number of commercial agreements with related parties, which management believes provide the Company with products or services that are beneficial to its commercial objectives. Often these products and services have been tailored to the Company’s specific needs or are part of new pilot programs, both for the Company and the counterparty, for which there are not clear alternative vendors offering comparable services to compare pricing with. It is reasonable to assume that none of these related party commercial agreements were structured at arm’s length and therefore may be beneficial to the counterparty. 1/0 Capital —The Company is a party to an employee and expense allocation agreement with 1/0 Capital, LLC (“1/0 Capital”), an entity affiliated with 1/0 Real Estate, LLC (“1/10 Real Estate”) (an entity wholly owned by 1/0 Holdco, in which Vishal Garg, the Chief Executive Officer of the Company, and the Company’s executive officers each hold a more than five percent ownership interest). Under the employee and expense allocation agreement, 1/0 Capital provides the Company access to certain employees in exchange for reasonable consideration in the form of fees based on their time, as well as IT support services. Any intellectual property created under the agreement by 1/0 Capital employees working on behalf of the Company belongs to the Company. The term of the agreement will continue in perpetuity. The services provided by 1/0 Capital are not integral to the Company’s technology platform and amounts incurred are not material to the Company. In connection with this agreement, the Company incurred gross expenses of $20 thousand and $0.5 million during the years ended December 31, 2023 and 2022, respectively. As part of this agreement, the Company may provide access to certain of its employees for use by 1/0 Capital which reduced the amounts owed to 1/0 Capital by none and $18.2 thousand for the years ended December 31, 2023 and 2022, respectively. The Company recorded net expenses of $20 thousand and $0.4 million for the years ended December 31, 2023 and 2022, respectively, and are included within general and administrative expenses on the consolidated statements of operations and comprehensive loss. The Company is invoiced on a net basis and recorded a $153.0 thousand payable and a $177.0 thousand payable as of December 31, 2023 and 2022, respectively, included within other liabilities and other receivables, net, respectively, on the consolidated balance sheets. TheNumber —The Company originally entered into a data analytics services agreement in August 2016 with TheNumber, LLC (“TheNumber”), an entity affiliated with both Vishal Garg, the Chief Executive Officer, and 1/0 Real Estate. In September 2021, the Company and TheNumber entered into a technology integration and license agreement, which was amended in November 2021, to develop a consumer credit profile technology which is to be launched in three stages. The first stage involves testing TheNumber’s limited graph Application Programming Interface (“API”) in a testing environment with test data. The second stage involves data such as credit, income, and assets of staged borrowers meeting certain measures of speed and performance. The third stage requires TheNumber to run the product and serve all borrowers on the production side as well as provide data to the Company from its rich data set. The listed services provided by TheNumber are lead generation, market rate analysis, lead growth analysis, property listing analysis, automated valuation models, and financial risk analysis. Both parties agreed to jointly develop all aspects of this program, and the agreement provides for the utilization of TheNumber employees by the Company. Subsequent to December 31, 2023, the agreement was extended into 2023. The services provided by TheNumber are not integral to the Company’s technology platform and amounts incurred are not material to the Company. In connection with these agreements, the Company paid expenses of $0.8 million and $1.4 million for the years ended December 31, 2023 and 2022 respectively, which are included within mortgage platform expenses on the consolidated statements of operations and comprehensive loss and a payable of $0.2 million and $0.2 million as of December 31, 2023 and 2022, respectively, within other liabilities on the consolidated balance sheets. Holy Machine —In January 2018, the Company entered into a consulting agreement (the “2018 Holy Machine Consulting Agreement”) with Holy Machine LLC (“Holy Machine”) an entity controlled by Aaron Schildkrout, a member of the Company’s board of directors (the “Board of Directors”) at such time. Aaron Schildkrout resigned from the Board of Directors on June 8, 2022 and as an advisor shortly thereafter. The 2018 Holy Machine Consulting Agreement provided for consulting services related to executive recruiting and such other services as mutually agreed upon, and grants Holy Machine 603,024 options with a 4-year vesting period and no cliff at two times the then fair market value of the Company. Further, any inventions, discoveries, improvements or works of authorship made by Holy Machine and the results thereof that may be considered works for made for hire shall be assigned to the Company and be the Company’s exclusive property to which the Company has the exclusive right to obtain and own all copyrights. Although any party may terminate the agreement at any time, the term of the agreement ended in November 2022. In July 2020, the Company and Holy Machine entered into a new consulting agreement (the “2020 Holy Machine Consulting Agreement”). The 2020 Holy Machine Consulting Agreement grants Holy Machine (i) the option to purchase 764,143 shares of the Company’s common stock, with an accompanying stock option agreement having a term of 10 years, at the then fair market value at the time of the grant and (ii) the option to purchase 250,000 shares of the Company’s common stock, with an accompanying stock option agreement having a term of 10 years, with an exercise price per share equal to (a) $5.14 minus (b) the then current fair market value at the time of grant. Both tranches of granted options vest each month on the same day of the month as the vesting commencement date of April 18, 2020, subject to Holy Machine continuing to provide consulting services through each such date, and both have change in control vesting provisions which would result in 100% of unvested options vesting should there be a change of control of the Company, as defined in such a stock option agreement. The term will continue until the services are completed or terminated. The services provided by Holy Machine are not integral to the Company’s technology platform and amounts incurred are not material to the Company. The Company recorded none and $0.1 million of expenses during the years ended December 31, 2023 and 2022, respectively, which are included within general and administrative expenses on the consolidated statements of operations and comprehensive loss and a payable of none and none as of December 31, 2023 and 2022, respectively, within other liabilities on the consolidated balance sheets. Notable —In October 2021, the Company entered into a private label and consumer lending program agreement (the “2021 Notable Program Agreement”) to provide home improvement lines of credit to qualified borrowers of the Company with Notable Finance, LLC (“Notable”), an entity in which Vishal Garg and 1/0 Real Estate collectively hold a majority ownership interest. The program is intended to be used by qualified customers of the Company for home improvement purchases (the “Home Improvement Line of Credit”). This program required Notable to originate and service the loan and in consideration, the Company pays Notable $600 for each loan originated pursuant to the agreement. In connection with the 2021 Notable Program Agreement, Notable provided a branded prepaid card, similar to a gift card, which converts into an unsecured line of credit in certain circumstances. For the years ended December 31, 2023 and 2022, the Company incurred $43.2 thousand and $98.2 thousand, respectively, of expenses under the agreement, of which $65.0 thousand and $42.9 thousand are included within mortgage platform expenses, and $(21.8) thousand and $55.3 thousand are included within marketing and advertising expenses on the consolidated statements of operations and comprehensive loss. The Company recorded a payable of none and $15.0 thousand included within other liabilities on the consolidated balance sheets as of December 31, 2023 and 2022, respectively. In January 2022, Better Trust I, a subsidiary of the Company entered into a master loan purchase agreement (the “Notable MLPA”) with Notable to purchase from Notable up to $20.0 million of unsecured home improvement loans underwritten and originated by Notable for the Company’s customers. Under the Notable MLPA, Notable originated home improvement loans, all of which Notable makes available for purchase by the Company. No additional cost outside the sale of the loan was contemplated by the Notable MLPA. The services provided by Notable are not integral to the Company’s technology platform and expenses incurred are not material to the Company. As of December 31, 2023, the Company had $6.3 million of unsecured home improvement loans from Notable, which are included within mortgage loans held for sale, at fair value on the consolidated balance sheets. Truework —The Company is a party to a data analytics services agreement with Zethos, Inc., (“Truework”), an entity in which Vishal Garg, the Chief Executive Officer, is an investor. Under the data analytics services agreement, Truework provides digital Verification of Employment (VOE) and Verification of Income (VOI) services to the Company during the mortgage loan origination process to confirm the employment and income of borrowers seeking a mortgage. This is data required for underwriting mortgages to the specifications of Fannie Mae, Freddie Mac, and private loan purchasers. These data services are standard product offerings of Truework, which they offer to a number of mortgage lenders. Truework is one of multiple vendors the Company uses for VOE and VOI services, the largest other one being The Work Number by Equifax. The Company uses the two vendors interchangeably based on estimated lowest cost and turnaround time. The Company originally entered into the data services agreement in June 2020, and amended the agreement in October 2021 to run until September 30, 2023. In connection with usage of the services, the Company incurred expenses of $145.9 thousand and $0.5 million for the years ended December 31, 2023 and 2022, respectively, which is included within mortgage platform expenses on the consolidated statements of operations and comprehensive loss and a payable of $6.7 thousand and $16.2 thousand included within other liabilities on the consolidated balance sheets as of December 31, 2023 and 2022, respectively. Share Repurchases —During the first quarter of 2022, the Company repurchased from former director Gabrielle Toledano a total of 33,995 shares of common stock for an aggregate purchase price of $254,154 to defray taxes associated with vesting of equity awards of such shares. Ms. Toledano subsequently resigned from the Company’s Board in April 2022. During the second quarter of 2022, the Company repurchased from General Counsel and Chief Compliance Officer Paula Tuffin a total of 82,527 shares of common stock for an aggregate purchase price of $399,600 to defray taxes associated with vesting of equity awards of such shares. Notes Receivable from Stockholders —The Company, at times, enters into promissory note agreements with certain employees for the purpose of financing the exercise of the Company’s stock options. These employees may have the ability to use the promissory notes to exercise stock options that have not yet been vested by the respective employees. Interest is compounded and accrued based on any unpaid principal balance and is due upon the earliest of maturity, 120 days after an employee leaves the Company, the date the employee sells shares acquired through the promissory note agreement without prior written consent of the Company, or the day prior to the date that any change in the employee’s status would cause the loan to be a prohibited extension or maintenance of credit under Section 402 of the Sarbanes Oxley Act of 2002. The Company no longer enters into promissory note agreements for the purpose of financing the exercise of the Company’s stock options and no longer allows for the early exercise of stock options. The Company included $10.1 million and $53.2 million of the notes, which include the outstanding principal amount and accrued interest, within notes receivable from stockholders in stockholders’ equity (deficit) on the consolidated balance sheets as of December 31, 2023 and 2022, respectively. The balance as of December 31, 2022 includes $43.6 million of promissory notes due from directors and officers of the Company, of which $40.2 million was due from Vishal Garg. During the years ended December 31, 2023 and 2022, the Company recognized interest income from the promissory notes of $0.4 million and $0.7 million, respectively, which is included within interest income on the consolidated statements of operations and comprehensive loss. The notes range in maturity from May 2025 to January 2026 and include interest rates ranging from 0.5% to 2.5% per annum. In August 2023, Better derecognized $46.7 million related to the partial forgiveness by Better to executive officers Vishal Garg, Kevin Ryan, and Paula Tuffin for their outstanding notes and cancellation of the shares collateralizing the notes to satisfy the remaining principal which was forgiven and cancelled upon the Closing. Additionally, for the year ended December 31, 2023, the Company recognized additional compensation expense of $0.4 million to certain of the Company's executives in connection with taxes due for capital gains on the sale of shares for settlement of the notes outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Litigation —The Company, among other things, engages in mortgage lending, title and settlement services, and other financial technology services. The Company operates in a highly regulated industry and may be subject to various legal and administrative proceedings concerning matters that arise in the normal and ordinary course of business, including inquiries, complaints, audits, examinations, investigations, employee labor disputes, and potential enforcement actions from regulatory agencies. While the ultimate outcome of these matters cannot be predicted with certainty due to inherent uncertainties in litigation, management is of the opinion that these matters will not have a material impact on the consolidated financial statements of the Company. The Company accrues for losses when they are probable to occur and such losses are reasonably estimable, and discloses pending litigation if the Company believes a possibility exists that the litigation will have a material effect on its financial results. Legal costs expected to be incurred are accounted for as they are incurred. The Company is currently a party to pending legal claims and proceedings regarding employee related labor disputes initially brought forth during the third quarter of 2020. The disputes allege that the Company has failed to pay certain employees for overtime and is in violation of the Fair Labor Standards Act and labor laws in the State of California and the State of Florida. The majority of such legal claims and proceedings are in the early stages and, to the extent applicable, have not yet reached the class certification stage and as such the ultimate outcomes cannot be predicted with certainty due to inherent uncertainties in the legal claims and proceedings. As part of the disputes, the Company included an estimated liability of $8.4 million as of both December 31, 2023 and 2022, which is included in accounts payable and accrued expenses on the consolidated balance sheets. During the first quarter of 2023, the Company settled its employee related labor dispute in the State of Florida for an immaterial amount. On June 7, 2022, Sarah Pierce, Better’s former Head of Sales and Operations, filed litigation against Better, Mr. Garg, and Nicholas Calamari, our Chief Administrative Officer and Senior Counsel, in the United States District Court for the Southern District of New York, and on December 8, 2022, Ms. Pierce amended her complaint. The operative complaint, includes allegations of whistleblower retaliation related to, among other things, the December 2021 workforce reduction, and alleged violations of the securities laws related to statements made by our CEO regarding the Company’s financial prospects and performance, includes the following causes of action: (i) violation of New York Labor Law §740 against the Company; (ii) violations of the Sarbanes-Oxley Act; (iii) violation of Dodd-Frank; (iii) breach of fiduciary duty against Mr. Garg and Mr. Calamari; (iv) breach of fiduciary duty against Mr. Garg and Mr. Calamari; (v) defamation against Mr. Garg and the Company relating to comments made about Ms. Pierce’s work for the Company; (vi) defamation against the Company for statements made in the lawsuit regarding enforcement of Ms. Pierce’s loan; (viii) intentional infliction of emotional distress against Mr. Garg and Mr. Calamari; (viii) tortious interference against Mr. Garg and Mr. Calamari; and (ix) breach of contract against the Company. In addition, Ms. Pierce filed a claim with the Occupational Safety and Health Administration (“OSHA”) against Better for retaliation, which was dismissed by OSHA on August 29, 2022. On September 29, 2023, the Court dismissed the following claims: (i) her Sarbanes-Oxley claim; (ii) her Dodd-Frank claim; (iii) her breach of fiduciary duty claims; (iv) her defamation claim against the Company; (v) her claim of intentional infliction of emotional distress against Mr. Garg and Mr. Calamari; (vi) her breach of contract claim; and (vii) her tortious interference claim. Fact discovery has begun and Better and Mr. Garg intend to vigorously defend the remaining claims. On October 11, 2022, Better filed a summary judgment action in New York state court seeking to enforce the terms of the promissory notes signed by Ms. Pierce, requiring her to pay back a certain portion of the loan and return the remainder of her unvested options under the terms of the notes. Ms. Pierce’s counsel removed the action to New York federal court, where Better re-filed its motion. On September 29, 2023, the Court granted the Company’s motion and, on January 5, 2024, entered a judgment in favor of the Company, ordering Ms. Pierce to either: (i) pay the Company $2,277,000 in unpaid principal, and $483,051.93 in unpaid interest, plus additional interest through the date of repayment, plus reasonable costs and attorney’s fees; or (i) return 220,500 unvested shares of common stock, make a payment of $1,161,270 in unpaid principal and $483,051.93 in unpaid interest, plus additional interest through the date of repayment, and reasonable costs and attorney’s fees. The Company is in the process of enforcing this judgment. Regulatory Matters —In the third quarter of 2021, following third-party audits of samples of loans produced during the fiscal years 2018, 2019, and 2021, the Company became aware of certain TILA-RESPA Integrated Disclosure (“TRID” rules) defects in the loan production process that resulted in the final closing costs disclosed in the closing disclosure, in some instances, being greater than those disclosed in the loan estimate. Some of these defects were outside applicable tolerances under the TRID rule, which resulted in potential overcharges to consumers. As of December 31, 2023 and 2022, the Company included an estimated liability of $8.6 million and $11.9 million, respectively, within accounts payable and accrued expenses on the consolidated balance sheets. For the year ended December 31, 2023, the Company reduced the estimated liability for these potential TRID defects in the amount of $3.3 million. The reduction of expense for the year ended December 31, 2023 of $3.3 million and the reduction of expense for the year ended December 31, 2022 of $1.3 million is included within mortgage platform expenses on the consolidated statements of operations and comprehensive loss. This accrual is the Company’s best estimate of potential exposure on the larger population of loans based on the results obtained by the audited sample. The accrued amounts are for estimated refunds potentially due to consumers for TRID tolerance errors for loans produced from 2018 through 2023. The Company is continuing to remediate TRID tolerance defects as necessary. In the second quarter of 2022, Pre-Business Combination Better and Aurora each received voluntary requests for documents from the Division of Enforcement of the SEC and subsequently Pre-Business Combination Better and certain other parties received subpoenas, indicating that the SEC was conducting an investigation relating to Pre-Business Combination Better and Aurora to determine if violations of the federal securities laws have occurred. After the requested information was provided, the SEC subsequently informed Pre-Business Combination Better and Aurora on August 3, 2023 that it had concluded the investigation and do not intend to recommend an enforcement action against Aurora or Pre-Business Combination Better. Minimum Bid Price Notice —On October 12, 2023, the Company received a letter (the “Notice”) from the listing qualifications staff (the “Staff”) of Nasdaq notifying the Company that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”) for continued listing. The Bid Price Rule requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) (the “Compliance Period Rule”) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The Notice has no immediate effect on the listing of Class A common stock, which continues to trade on The Nasdaq Global Market under the symbol “BETR.” As of December 31, 2023 , Class A common stock has been trading below $1.00 for 124 days. In accordance with the Compliance Period Rule, the Company has 180 calendar days, from the date of notification, October 12, 2023, to regain compliance. If, at any time before the end of this 180-day period, or through April 9, 2024, the closing bid price of Class A common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, subject to the Staff’s discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(H), the Staff will provide written notification that the Company has achieved compliance with the Bid Price Rule. If the Company does not regain compliance during this 180-day period, then the Company may be eligible to transfer to The Nasdaq Capital Market and the Staff may grant the Company a second 180 calendar day period to regain compliance pursuant to the Compliance Period Rule, provided the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by the Staff, the Staff will provide notice that the Class A Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. Loan Commitments —The Company enters into IRLCs to fund mortgage loans, at specified interest rates and within a specified period of time, with potential borrowers who have applied for a loan and meet certain credit and underwriting criteria. As of December 31, 2023, the Company had outstanding commitments to fund mortgage loans in notional amounts of approximately $227.4 million. The IRLCs derived from those notional amounts are recorded within derivative assets and liabilities, at fair value as of December 31, 2023 and 2022, respectively, on the consolidated balance sheets. See Note 18. Forward Sale Commitments —In the ordinary course of business, the Company enters into contracts to sell existing LHFS or loans committed but yet to be funded into the secondary market at specified future dates. As of December 31, 2023, the Company had outstanding forward sales commitment contracts of notional amounts of approximately $265.0 million. The forward sales commitments derived from those notional amounts are recorded within derivative assets and liabilities, at fair value as of December 31, 2023 and 2022, respectively, on the consolidated balance sheets. See Note 18. Concentrations —See below for areas considered to be concentrations of credit risk for the Company: Significant loan purchasers are those which represent more than 10% of the Company’s loan volume. During the years ended December 31, 2023 and 2022, the Company had one loan purchaser that accounted for 66% and 65% of loans sold by the Company, respectively. Concentrations of credit risk associated with the LHFS carried at fair value are limited due to the large number of borrowers and their dispersion across many geographic areas throughout the United States. As of December 31, 2023, the Company originated 12% and 11% of its LHFS secured by properties in Florida and Texas, respectively. As of December 31, 2022, the Company originated 11%, of its LHFS secured by properties in each of Texas and California, and 10% of its LHFS secured by properties in Florida. The Company maintains cash and cash equivalent balances at various financial institutions. Cash accounts at each bank are insured by the Federal Deposit Insurance Corporation for amounts up to $0.25 million. As of December 31, 2023 and 2022, the majority of the Company’s cash and cash equivalent balances are in excess of the insured limits at various financial institutions. Escrow Payable and Other Customer Accounts —In accordance with its lender obligations, the Company maintains a separate escrow bank account to hold borrower funds pending future disbursement. The Company administers escrow deposits representing undisbursed amounts received for payment of property taxes, insurance and principal, and interest on mortgage loans held for sale. These funds are shown as restricted cash and there is a corresponding liability on the consolidated balance sheet, as they are being held on behalf of the borrower. The Company, as part of other ventures in the U.K., may administer customer cash accounts which are shown as restricted cash with a corresponding liability on the consolidated balance sheet, as these funds do not belong to the Company. The balance in these accounts as of December 31, 2023 and 2022 was $3.4 million and $8.0 million, respectively, and are included within escrow payable and other customer accounts on the consolidated balance sheets. In some instances the Company may administer funds that are legally owned by a third-party which are excluded from the consolidated balance sheets which amounted to none and $0.3 million as of December 31, 2023 and 2022, respectively. 16. Risks and Uncertainties In the normal course of business, companies in the mortgage lending industry encounter certain economic and regulatory risks. Economic risks include credit risk and interest rate risk, in either a rising or declining interest rate environment. Credit risk is the risk of default that may result from the borrowers’ inability or unwillingness to make contractually required payments during the period in which loans are being held for sale by the Company. Interest Rate Risk —The Company is subject to interest rate risk in a rising interest rate environment, as the Company may experience a decrease in loan production, as well as decreases in the fair value of LHFS, loan applications in process with locked-in rates, and commitments to originate loans, which may negatively impact the Company’s operations. To preserve the value of such fixed-rate loans or loan applications in process with locked-in rates, agreements are executed for best effort or mandatory loan sales to be settled at future dates with fixed prices. These loan sales take the form of short-term forward sales of mortgage-backed securities and commitments to sell loans to loan purchasers. Alternatively, in a declining interest rate environment, customers may withdraw their loan applications that include locked-in rates with the Company. Additionally, when interest rates decline, interest income received from LHFS will decrease. The Company uses an interest rate hedging program to manage these risks. Through this program, mortgage-backed securities are purchased and sold forward. For all counterparties with open positions as of December 31, 2023, in the event that the Company does not deliver into the forward-delivery commitments, they can be settled on a net basis. Net settlements entail paying or receiving cash based upon the change in market value of the existing instrument. The Company currently uses forward sales of mortgage-backed securities, interest rate commitments from borrowers, and mandatory and/or best-efforts forward commitments to sell loans to loan purchasers to protect the Company from interest rate fluctuations. These short-term instruments, which do not require any payments to be paid to the counterparty in connection with the execution of the commitments, are generally executed simultaneously. Credit Risk —The Company’s hedging program is not designated as formal hedging from an accounting standpoint, contains an element of risk because the counterparties to its mortgage securities transactions may be unable to meet their obligations. While the Company does not anticipate nonperformance by any counterparty, it is exposed to potential credit losses in the event the counterparty fails to perform. The Company’s exposure to credit risk in the event of default by the counterparty is the difference between the contract and the current market price. The Company minimizes its credit risk exposure by limiting the counterparties to well-established banks and securities dealers who meet established credit and capital guidelines. Loan Repurchase Reserve —The Company sells loans to loan purchasers without recourse. As such, the loan purchasers have assumed the risk of loss or default by the borrower. However, the Company is usually required by these loan purchasers to make certain standard representations and warranties relating to the loan. To the extent that the Company does not comply with such representations, the Company may be required to repurchase the loans or indemnify these loan purchasers for losses. The Company repurchased $22.1 million (55 loans) and $110.6 million (262 loans) in unpaid principal balance of loans during the years ended December 31, 2023 and 2022, respectively related to its loan repurchase obligations. The Company’s loan repurchase reserve is included within other liabilities on the consolidated balance sheets. The (recovery of)/provision for the loan repurchase reserve is included within mortgage platform expenses on the consolidated statements of operations and comprehensive loss. The following presents the activity of the Company’s loan repurchase reserve: Year Ended December 31, (Amounts in thousands) 2023 2022 Loan repurchase reserve at beginning of year $ 26,745 $ 17,540 (Recovery)/Provision (1,823) 33,518 Charge-offs (5,450) (24,313) Loan repurchase reserve at end of year $ 19,472 $ 26,745 Borrowing Capacity —The Company funds the majority of mortgage loans on a short-term basis through committed and uncommitted warehouse lines as well as from operations for any amounts not advanced by warehouse lenders. As a result, the Company’s ability to fund current operations depends on its ability to secure these types of short-term financings. If the Company’s principal lenders decided to terminate or not to renew any of the warehouse lines with the Company, the loss of borrowing capacity could be detrimental to the Company’s consolidated financial statements unless the Company found a suitable alternative source. |
Risks and Uncertainties
Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Risks and Uncertainties | 15. Commitments and Contingencies Litigation —The Company, among other things, engages in mortgage lending, title and settlement services, and other financial technology services. The Company operates in a highly regulated industry and may be subject to various legal and administrative proceedings concerning matters that arise in the normal and ordinary course of business, including inquiries, complaints, audits, examinations, investigations, employee labor disputes, and potential enforcement actions from regulatory agencies. While the ultimate outcome of these matters cannot be predicted with certainty due to inherent uncertainties in litigation, management is of the opinion that these matters will not have a material impact on the consolidated financial statements of the Company. The Company accrues for losses when they are probable to occur and such losses are reasonably estimable, and discloses pending litigation if the Company believes a possibility exists that the litigation will have a material effect on its financial results. Legal costs expected to be incurred are accounted for as they are incurred. The Company is currently a party to pending legal claims and proceedings regarding employee related labor disputes initially brought forth during the third quarter of 2020. The disputes allege that the Company has failed to pay certain employees for overtime and is in violation of the Fair Labor Standards Act and labor laws in the State of California and the State of Florida. The majority of such legal claims and proceedings are in the early stages and, to the extent applicable, have not yet reached the class certification stage and as such the ultimate outcomes cannot be predicted with certainty due to inherent uncertainties in the legal claims and proceedings. As part of the disputes, the Company included an estimated liability of $8.4 million as of both December 31, 2023 and 2022, which is included in accounts payable and accrued expenses on the consolidated balance sheets. During the first quarter of 2023, the Company settled its employee related labor dispute in the State of Florida for an immaterial amount. On June 7, 2022, Sarah Pierce, Better’s former Head of Sales and Operations, filed litigation against Better, Mr. Garg, and Nicholas Calamari, our Chief Administrative Officer and Senior Counsel, in the United States District Court for the Southern District of New York, and on December 8, 2022, Ms. Pierce amended her complaint. The operative complaint, includes allegations of whistleblower retaliation related to, among other things, the December 2021 workforce reduction, and alleged violations of the securities laws related to statements made by our CEO regarding the Company’s financial prospects and performance, includes the following causes of action: (i) violation of New York Labor Law §740 against the Company; (ii) violations of the Sarbanes-Oxley Act; (iii) violation of Dodd-Frank; (iii) breach of fiduciary duty against Mr. Garg and Mr. Calamari; (iv) breach of fiduciary duty against Mr. Garg and Mr. Calamari; (v) defamation against Mr. Garg and the Company relating to comments made about Ms. Pierce’s work for the Company; (vi) defamation against the Company for statements made in the lawsuit regarding enforcement of Ms. Pierce’s loan; (viii) intentional infliction of emotional distress against Mr. Garg and Mr. Calamari; (viii) tortious interference against Mr. Garg and Mr. Calamari; and (ix) breach of contract against the Company. In addition, Ms. Pierce filed a claim with the Occupational Safety and Health Administration (“OSHA”) against Better for retaliation, which was dismissed by OSHA on August 29, 2022. On September 29, 2023, the Court dismissed the following claims: (i) her Sarbanes-Oxley claim; (ii) her Dodd-Frank claim; (iii) her breach of fiduciary duty claims; (iv) her defamation claim against the Company; (v) her claim of intentional infliction of emotional distress against Mr. Garg and Mr. Calamari; (vi) her breach of contract claim; and (vii) her tortious interference claim. Fact discovery has begun and Better and Mr. Garg intend to vigorously defend the remaining claims. On October 11, 2022, Better filed a summary judgment action in New York state court seeking to enforce the terms of the promissory notes signed by Ms. Pierce, requiring her to pay back a certain portion of the loan and return the remainder of her unvested options under the terms of the notes. Ms. Pierce’s counsel removed the action to New York federal court, where Better re-filed its motion. On September 29, 2023, the Court granted the Company’s motion and, on January 5, 2024, entered a judgment in favor of the Company, ordering Ms. Pierce to either: (i) pay the Company $2,277,000 in unpaid principal, and $483,051.93 in unpaid interest, plus additional interest through the date of repayment, plus reasonable costs and attorney’s fees; or (i) return 220,500 unvested shares of common stock, make a payment of $1,161,270 in unpaid principal and $483,051.93 in unpaid interest, plus additional interest through the date of repayment, and reasonable costs and attorney’s fees. The Company is in the process of enforcing this judgment. Regulatory Matters —In the third quarter of 2021, following third-party audits of samples of loans produced during the fiscal years 2018, 2019, and 2021, the Company became aware of certain TILA-RESPA Integrated Disclosure (“TRID” rules) defects in the loan production process that resulted in the final closing costs disclosed in the closing disclosure, in some instances, being greater than those disclosed in the loan estimate. Some of these defects were outside applicable tolerances under the TRID rule, which resulted in potential overcharges to consumers. As of December 31, 2023 and 2022, the Company included an estimated liability of $8.6 million and $11.9 million, respectively, within accounts payable and accrued expenses on the consolidated balance sheets. For the year ended December 31, 2023, the Company reduced the estimated liability for these potential TRID defects in the amount of $3.3 million. The reduction of expense for the year ended December 31, 2023 of $3.3 million and the reduction of expense for the year ended December 31, 2022 of $1.3 million is included within mortgage platform expenses on the consolidated statements of operations and comprehensive loss. This accrual is the Company’s best estimate of potential exposure on the larger population of loans based on the results obtained by the audited sample. The accrued amounts are for estimated refunds potentially due to consumers for TRID tolerance errors for loans produced from 2018 through 2023. The Company is continuing to remediate TRID tolerance defects as necessary. In the second quarter of 2022, Pre-Business Combination Better and Aurora each received voluntary requests for documents from the Division of Enforcement of the SEC and subsequently Pre-Business Combination Better and certain other parties received subpoenas, indicating that the SEC was conducting an investigation relating to Pre-Business Combination Better and Aurora to determine if violations of the federal securities laws have occurred. After the requested information was provided, the SEC subsequently informed Pre-Business Combination Better and Aurora on August 3, 2023 that it had concluded the investigation and do not intend to recommend an enforcement action against Aurora or Pre-Business Combination Better. Minimum Bid Price Notice —On October 12, 2023, the Company received a letter (the “Notice”) from the listing qualifications staff (the “Staff”) of Nasdaq notifying the Company that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”) for continued listing. The Bid Price Rule requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) (the “Compliance Period Rule”) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The Notice has no immediate effect on the listing of Class A common stock, which continues to trade on The Nasdaq Global Market under the symbol “BETR.” As of December 31, 2023 , Class A common stock has been trading below $1.00 for 124 days. In accordance with the Compliance Period Rule, the Company has 180 calendar days, from the date of notification, October 12, 2023, to regain compliance. If, at any time before the end of this 180-day period, or through April 9, 2024, the closing bid price of Class A common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, subject to the Staff’s discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(H), the Staff will provide written notification that the Company has achieved compliance with the Bid Price Rule. If the Company does not regain compliance during this 180-day period, then the Company may be eligible to transfer to The Nasdaq Capital Market and the Staff may grant the Company a second 180 calendar day period to regain compliance pursuant to the Compliance Period Rule, provided the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by the Staff, the Staff will provide notice that the Class A Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. Loan Commitments —The Company enters into IRLCs to fund mortgage loans, at specified interest rates and within a specified period of time, with potential borrowers who have applied for a loan and meet certain credit and underwriting criteria. As of December 31, 2023, the Company had outstanding commitments to fund mortgage loans in notional amounts of approximately $227.4 million. The IRLCs derived from those notional amounts are recorded within derivative assets and liabilities, at fair value as of December 31, 2023 and 2022, respectively, on the consolidated balance sheets. See Note 18. Forward Sale Commitments —In the ordinary course of business, the Company enters into contracts to sell existing LHFS or loans committed but yet to be funded into the secondary market at specified future dates. As of December 31, 2023, the Company had outstanding forward sales commitment contracts of notional amounts of approximately $265.0 million. The forward sales commitments derived from those notional amounts are recorded within derivative assets and liabilities, at fair value as of December 31, 2023 and 2022, respectively, on the consolidated balance sheets. See Note 18. Concentrations —See below for areas considered to be concentrations of credit risk for the Company: Significant loan purchasers are those which represent more than 10% of the Company’s loan volume. During the years ended December 31, 2023 and 2022, the Company had one loan purchaser that accounted for 66% and 65% of loans sold by the Company, respectively. Concentrations of credit risk associated with the LHFS carried at fair value are limited due to the large number of borrowers and their dispersion across many geographic areas throughout the United States. As of December 31, 2023, the Company originated 12% and 11% of its LHFS secured by properties in Florida and Texas, respectively. As of December 31, 2022, the Company originated 11%, of its LHFS secured by properties in each of Texas and California, and 10% of its LHFS secured by properties in Florida. The Company maintains cash and cash equivalent balances at various financial institutions. Cash accounts at each bank are insured by the Federal Deposit Insurance Corporation for amounts up to $0.25 million. As of December 31, 2023 and 2022, the majority of the Company’s cash and cash equivalent balances are in excess of the insured limits at various financial institutions. Escrow Payable and Other Customer Accounts —In accordance with its lender obligations, the Company maintains a separate escrow bank account to hold borrower funds pending future disbursement. The Company administers escrow deposits representing undisbursed amounts received for payment of property taxes, insurance and principal, and interest on mortgage loans held for sale. These funds are shown as restricted cash and there is a corresponding liability on the consolidated balance sheet, as they are being held on behalf of the borrower. The Company, as part of other ventures in the U.K., may administer customer cash accounts which are shown as restricted cash with a corresponding liability on the consolidated balance sheet, as these funds do not belong to the Company. The balance in these accounts as of December 31, 2023 and 2022 was $3.4 million and $8.0 million, respectively, and are included within escrow payable and other customer accounts on the consolidated balance sheets. In some instances the Company may administer funds that are legally owned by a third-party which are excluded from the consolidated balance sheets which amounted to none and $0.3 million as of December 31, 2023 and 2022, respectively. 16. Risks and Uncertainties In the normal course of business, companies in the mortgage lending industry encounter certain economic and regulatory risks. Economic risks include credit risk and interest rate risk, in either a rising or declining interest rate environment. Credit risk is the risk of default that may result from the borrowers’ inability or unwillingness to make contractually required payments during the period in which loans are being held for sale by the Company. Interest Rate Risk —The Company is subject to interest rate risk in a rising interest rate environment, as the Company may experience a decrease in loan production, as well as decreases in the fair value of LHFS, loan applications in process with locked-in rates, and commitments to originate loans, which may negatively impact the Company’s operations. To preserve the value of such fixed-rate loans or loan applications in process with locked-in rates, agreements are executed for best effort or mandatory loan sales to be settled at future dates with fixed prices. These loan sales take the form of short-term forward sales of mortgage-backed securities and commitments to sell loans to loan purchasers. Alternatively, in a declining interest rate environment, customers may withdraw their loan applications that include locked-in rates with the Company. Additionally, when interest rates decline, interest income received from LHFS will decrease. The Company uses an interest rate hedging program to manage these risks. Through this program, mortgage-backed securities are purchased and sold forward. For all counterparties with open positions as of December 31, 2023, in the event that the Company does not deliver into the forward-delivery commitments, they can be settled on a net basis. Net settlements entail paying or receiving cash based upon the change in market value of the existing instrument. The Company currently uses forward sales of mortgage-backed securities, interest rate commitments from borrowers, and mandatory and/or best-efforts forward commitments to sell loans to loan purchasers to protect the Company from interest rate fluctuations. These short-term instruments, which do not require any payments to be paid to the counterparty in connection with the execution of the commitments, are generally executed simultaneously. Credit Risk —The Company’s hedging program is not designated as formal hedging from an accounting standpoint, contains an element of risk because the counterparties to its mortgage securities transactions may be unable to meet their obligations. While the Company does not anticipate nonperformance by any counterparty, it is exposed to potential credit losses in the event the counterparty fails to perform. The Company’s exposure to credit risk in the event of default by the counterparty is the difference between the contract and the current market price. The Company minimizes its credit risk exposure by limiting the counterparties to well-established banks and securities dealers who meet established credit and capital guidelines. Loan Repurchase Reserve —The Company sells loans to loan purchasers without recourse. As such, the loan purchasers have assumed the risk of loss or default by the borrower. However, the Company is usually required by these loan purchasers to make certain standard representations and warranties relating to the loan. To the extent that the Company does not comply with such representations, the Company may be required to repurchase the loans or indemnify these loan purchasers for losses. The Company repurchased $22.1 million (55 loans) and $110.6 million (262 loans) in unpaid principal balance of loans during the years ended December 31, 2023 and 2022, respectively related to its loan repurchase obligations. The Company’s loan repurchase reserve is included within other liabilities on the consolidated balance sheets. The (recovery of)/provision for the loan repurchase reserve is included within mortgage platform expenses on the consolidated statements of operations and comprehensive loss. The following presents the activity of the Company’s loan repurchase reserve: Year Ended December 31, (Amounts in thousands) 2023 2022 Loan repurchase reserve at beginning of year $ 26,745 $ 17,540 (Recovery)/Provision (1,823) 33,518 Charge-offs (5,450) (24,313) Loan repurchase reserve at end of year $ 19,472 $ 26,745 Borrowing Capacity —The Company funds the majority of mortgage loans on a short-term basis through committed and uncommitted warehouse lines as well as from operations for any amounts not advanced by warehouse lenders. As a result, the Company’s ability to fund current operations depends on its ability to secure these types of short-term financings. If the Company’s principal lenders decided to terminate or not to renew any of the warehouse lines with the Company, the loss of borrowing capacity could be detrimental to the Company’s consolidated financial statements unless the Company found a suitable alternative source. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 17. Net Loss Per Share The computation of net loss per share and weighted average shares of the Company's common stock outstanding during the periods presented is as follows: Year Ended December 31, (Amounts in thousands, except for share and per share amounts) 2023 2022 Basic net loss per share: Net loss $ (536,420) $ (877,077) Income allocated to participating securities — — Net loss attributable to common stockholders - Basic $ (536,420) $ (877,077) Diluted net loss per share: Net loss attributable to common stockholders - Basic $ (536,420) $ (877,077) Interest expense and change in fair value of bifurcated derivatives on convertible notes — — Income allocated to participating securities — — Net loss income attributable to common stockholders - Diluted $ (536,420) $ (877,077) Shares used in computation: Weighted average common shares outstanding 461,684,130 291,302,441 Weighted-average effect of dilutive securities: Assumed exercise of stock options — — Assumed exercise of warrants — — Assumed conversion of convertible preferred stock — — Diluted weighted-average common shares outstanding 461,684,130 291,302,441 Earnings (loss) per share attributable to common stockholders: Basic $ (1.16) $ (3.01) Diluted $ (1.16) $ (3.01) Basic and diluted loss per share are the same for each class of common stock (i.e., Class A, Class B and Class C) because they are entitled to the same dividend rights. Basic and diluted loss per share are presented together as the amounts for basic and diluted loss per share are the same (i.e., the Company’s other equity-linked instruments outstanding are anti- dilutive for the periods presented). There were no preferred dividends declared or accumulated during the years ended December 31, 2023, and 2022. Historically, the Company applied the two-class method which requires earnings available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed. The Company’s outstanding convertible preferred stock was a participating security as the holders of such shares participated in earnings but did not contractually participate in the Company’s losses and therefore no losses were allocated to the convertible preferred stock in prior periods. The Company's potentially dilutive securities, which include stock options, convertible preferred stock that would have been issued under the if-converted method, warrants to purchase shares of common stock, warrants to purchase shares of preferred stock, and stock options exercised, not vested, have been excluded from the computation of diluted net loss per share, as the effect would be anti-dilutive. The Company excluded the following securities, presented based on amounts outstanding at each year end, from the computation of diluted net loss per share attributable to common stockholders for the years indicated as including them would have had an anti-dilutive effect: Year Ended December 31, (Amounts in thousands) 2023 2022 Convertible preferred stock (2) — 332,315 Pre-Closing Bridge Notes — 758,633 RSUs and Options to purchase common stock (1) 48,125 131,919 Warrants to purchase convertible preferred stock (1) — 14,592 Public warrants (1) 6,075 — Private warrants (1) 3,733 — Sponsor locked-up shares (1) 694 — Warrants to purchase common stock (1) — 5,731 Total 58,627 1,243,190 __________________ (1) Securities have an antidilutive effect under the treasury stock method. (2) Securities have an anti-dilutive effect under the if-converted method. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 18. Fair Value Measurements The Company’s financial instruments measured at fair value on a recurring basis are summarized below: December 31, 2023 (Amounts in thousands) Level 1 Level 2 Level 3 Total Mortgage loans held for sale, at fair value $ — $ 170,150 $ — $ 170,150 Derivative assets, at fair value (1) — — 1,716 1,716 Total Assets $ — $ 170,150 $ 1,716 $ 171,866 Derivative liabilities, at fair value (1) $ — $ 872 $ 77 $ 949 Warrants and equity related liabilities, at fair value (2) 972 1,359 — 2,331 Total Liabilities $ 972 $ 2,231 $ 77 $ 3,280 December 31, 2022 (Amounts in thousands) Level 1 Level 2 Level 3 Total Mortgage loans held for sale, at fair value $ — $ 248,826 $ — $ 248,826 Derivative assets, at fair value (1) — 2,732 316 3,048 Bifurcated derivative — — 236,603 236,603 Total Assets $ — $ 251,558 $ 236,919 $ 488,477 Derivative liabilities, at fair value (1) $ — $ — $ 1,828 $ 1,828 Convertible preferred stock warrants (2) — — 3,096 3,096 Total Liabilities $ — $ — $ 4,924 $ 4,924 __________________ (1) As of December 31, 2023, derivative assets represent forward sale commitments, and liabilities represent both IRLCs and forward sale commitments. As of December 31, 2022, derivative assets and liabilities represent both IRLCs and forward sale commitments. (2) Fair value is based on the intrinsic value of the Company’s underlying stock price at each balance sheet date and includes certain assumptions with regard to volatility. Specific valuation techniques and inputs used in determining the fair value of each significant class of assets and liabilities are as follows: Mortgage Loans Held for Sale— The Company originates certain LHFS to be sold to loan purchasers and elected to carry these loans at fair value in accordance with ASC 825. The fair value is primarily based on the price obtained for other mortgage loans with similar characteristics. The changes in fair value of these assets are largely driven by changes in interest rates subsequent to loan funding and receipt of principal payments associated with the relevant LHFS. Derivative Assets and Liabilities— The Company uses derivatives to manage various financial risks. The fair values of derivative instruments are determined based on quoted prices for similar assets and liabilities, dealer quotes, and internal pricing models that are primarily sensitive to market observable data. The Company utilizes IRLCs and forward sale commitments. The fair value of IRLCs, which are related to mortgage loan commitments, is based on quoted market prices, adjusted by the pull-through factor, and includes the value attributable to the net servicing fee. The Company evaluated the significance and unobservable nature of the pull-through factor and determined that the classification of IRLCs should be Level 3 as of December 31, 2023 and 2022. Significant changes in the pull-through factor of the IRLCs, in isolation, could result in significant changes in the IRLCs’ fair value measurement. The value of IRLCs also rises and falls with changes in interest rates; for example, entering into interest rate lock commitments at low interest rates followed by an increase in interest rates in the market, will decrease the value of IRLC. The Company had purchases/issuances of approximately $1.9 million and $4.3 million of IRLCs during the December 31, 2023 and 2022, respectively. The number of days from the date of the IRLC to expiration of the rate lock commitment outstanding as of December 31, 2023 and 2022 was approximately 52 days on average. The Company attempts to match the maturity date of the IRLCs with the forward commitments. Derivatives are presented in the consolidated balance sheets under derivative assets, at fair value and derivative liabilities, at fair value. During the year ended December 31, 2023, the Company recognized $3.2 million of gains and $7.2 million of gains related to changes in the fair value of IRLCs and forward sale commitments, respectively. During the year ended December 31, 2022, the Company recognized $9.1 million of losses and $187.3 million of gains related to changes in the fair value of IRLCs and forward sale commitments, respectively. Gains and losses related to changes in the fair value of IRLCs and forward sale commitments are included in mortgage platform revenue, net within the consolidated statements of operations and comprehensive loss. Unrealized activity related to changes in the fair value of forward sale commitments were $4.7 million of losses and $3.4 million of gains, included in the $7.2 million of gains and $187.3 million of gains, during the years ended December 31, 2023 and 2022, respectively. The notional and fair value of derivative financial instruments not designated as hedging instruments were as follows: (Amounts in thousands) Notional Value Derivative Asset Derivative Liability Balance as of December 31, 2023 IRLCs $ 227,380 $ 1,716 $ 77 Forward commitments $ 265,000 — 872 Total $ 1,716 $ 949 Balance as of December 31, 2022 IRLCs $ 225,372 $ 316 $ 1,828 Forward commitments $ 422,000 2,732 — Total $ 3,048 $ 1,828 Warrant and equity related liabilities— The warrant liability consists of Warrants and the Sponsor-Locked up Shares. The Warrants consist of Public Warrants and Private Warrants. The Public Warrants trade on the Nasdaq Capital Market under the ticker symbol “BETRW” and as such is considered a Level 1 input from an active market to derive the value. The Private Warrants and Sponsor-Locked up Shares, although not publicly traded on an active market, use inputs from the publicly traded Public Warrants and the Company’s publicly traded common stock, respectively, and are further calibrated using unobservable inputs representing Level 2 measurements within the fair value hierarchy. Convertible Preferred Stock Warrants— The Company issued warrants to certain investors and to the Lender under its corporate line of credit which have converted to common stock of the Company upon the Close of the Business Combination . The Company obtained a fair value analysis from a third party to assist in determination of the fair value of warrants. The Company used the Black-Scholes option-pricing model to estimate the fair value of the warrants at the issuance date and as of December 31, 2022, which is based on significant inputs not observable in the market representing a Level 3 measurement within the fair value hierarchy. Significant changes in the unobservable inputs could result in significant changes in the fair value of the convertible preferred stock warrants. The warrant valuation was based on the intrinsic value of the Company’s underlying stock price and includes certain assumptions such as risk free rate, volatility rate, and expected term. Bifurcated Derivative —The Company’s Pre-Closing Bridge Notes included embedded features that are separately accounted for and are marked to fair value at each reporting period with changes included in change in fair value of bifurcated derivative on the consolidated statements of operations and comprehensive loss. The Company obtains a fair value analysis from a third party to assist in determination of the fair value of the bifurcated derivative. In estimating the fair value of the bifurcated derivative, management considers factors management believes are material to the valuation process, including, but not limited to, the price at which recent equity was issued by the Company to independent third parties or transacted between third parties, actual and projected financial results, risks, prospects, and economic and market conditions, among other factors. As there is no active market for the Company’s equity, the fair value of the bifurcated derivative is based on significant inputs not observable in the market representing a Level 3 measurement within the fair value hierarchy. Management believes the combination of these factors provides an appropriate estimate of the expected fair value and reflects the best estimate of the fair value of the bifurcated derivative. As of December 31, 2023 and 2022, Level 3 instruments include IRLCs, bifurcated derivative, and convertible preferred stock warrants. The following table presents the rollforward of Level 3 IRLCs: Year Ended December 31, (Amounts in thousands) 2023 2022 Balance at beginning of year $ (1,513) $ 7,568 Change in fair value of IRLCs 3,153 (9,081) Balance at end of year $ 1,640 $ (1,513) The following table presents the rollforward of Level 3 bifurcated derivative: Year Ended December 31, (Amounts in thousands) 2023 2022 Balance at beginning of year $ 236,603 $ — Change in fair value of bifurcated derivative (236,603) 236,603 Balance at end of year $ — $ 236,603 The following table presents the rollforward of Level 3 convertible preferred stock warrants: Year Ended December 31, (Amounts in thousands) 2023 2022 Balance at beginning of year $ 3,096 $ 31,997 Issuances — — Exercises (2,829) — Change in fair value of convertible preferred stock warrants (266) (28,901) Balance at end of year $ — $ 3,096 Counterparty agreements for forward sale commitments contain master netting agreements, which contain a legal right to offset amounts due to and from the same counterparty and can be settled on a net basis. The table below presents gross amounts of recognized assets and liabilities subject to master netting agreements. (Amounts in thousands) Gross Amount of Recognized Assets Gross Amount of Recognized Liabilities Net Amounts Presented in the Consolidated Balance Sheet Offsetting of Forward Commitments - Assets Balance as of: December 31, 2023: $ — $ — $ — December 31, 2022 $ 3,263 $ (531) $ 2,732 Offsetting of Forward Commitments - Liabilities Balance as of: December 31, 2023: $ 168 $ (1,041) $ (872) December 31, 2022 $ — $ — $ — Significant Unobservable Inputs— The following table presents quantitative information about the significant unobservable inputs used in the recurring fair value measurements categorized within Level 3 of the fair value hierarchy: December 31, 2023 (Amounts in dollars, except percentages) Range Weighted Average Level 3 Financial Instruments: IRLCs Pull-through factor 0.77% - 100.00% 89.8 % December 31, 2022 (Amounts in dollars, except percentages) Range Weighted Average Level 3 Financial Instruments: IRLCs Pull-through factor 14.66% - 96.57% 79.6 % Bifurcated derivative Risk free rate 4.69% 4.69 % Expected term (years) 0.8 % 0.75 % Fair value of new preferred or common stock $10.63 - $19.05 $ 9.77 Convertible preferred stock warrants Risk free rate 3.94% - 4.04% 4.00 % Volatility rate 40.4% - 123.8% 65.0 % Expected term (years) 4.24 - 5.74 4.8 Fair value of common stock $0.00 - $6.60 $ 1.60 U.S. GAAP requires disclosure of fair value information about financial instruments, whether recognized or not recognized in the consolidated financial statements, for which it is practical to estimate the fair value. In cases where quoted market prices are not available, fair values are based upon the estimation of discount rates to estimated future cash flows using market yields or other valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimates of fair value in both inactive and orderly markets. Accordingly, fair values are not necessarily indicative of the amount the Company could realize on disposition of the financial instruments in a current market exchange. The use of market assumptions or estimation methodologies could have a material effect on the estimated fair value amounts. The estimated fair value of the Company’s cash and cash equivalents, restricted cash, warehouse lines of credit, and escrow funds approximates their carrying values as these financial instruments are highly liquid or short-term in nature. The following table presents the carrying amounts and estimated fair value of financial instruments that are not recorded at fair value on a recurring or non-recurring basis: As of December 31, 2023 2022 (Amounts in thousands) Fair Value Level Carrying Amount Fair Value Carrying Amount Fair Value Short-term investments Level 1 $ 25,597 $ 25,563 $ — $ — Loans held for investment Level 3 $ 4,793 $ 5,103 $ — $ — Convertible Notes Level 3 $ 514,644 $ 309,135 $ — $ — Loan commitment asset Level 3 $ — $ — $ 16,119 $ 54,654 Pre-Closing Bridge Notes Level 3 $ — $ — $ 750,000 $ 269,067 Corporate line of credit Level 3 $ — $ — $ 144,403 $ 145,323 In determining the fair value of the loan commitment asset, the Pre-Closing Bridge Notes, the Convertible Note, and loans held for investment, management uses factors that are material to the valuation process, including but not limited to, the price at which recent equity was issued by the Company to independent third parties or transacted between third parties, actual and projected financial results, risks, prospects, and economic and market conditions, among other factors. As a number of assumptions and estimates were involved that are largely unobservable, the loan commitment asset, Pre-Closing Bridge Notes, Convertible Note, and loans held for investment are classified as Level 3 inputs within the fair value hierarchy. The corporate line of credit was valued using a Black Derman Toy model which incorporates the option to prepay given the make-whole premium as well as other inputs such as risk-free rates and credit spreads. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 19. Income Taxes The Company is subject to US (federal, state and local) and foreign income taxes. The components of income (loss) before income tax expense (benefit) are as follows: Year Ended December 31, (Amounts in thousands) 2023 2022 U.S. $ (504,096) $ (853,151) Foreign (30,326) (22,826) (Loss) income before income tax expense $ (534,422) $ (875,977) The following table displays the components of the Company’s federal, state and local, and foreign income taxes. Year Ended December 31, (Amounts in thousands) 2023 2022 Current Income Tax Expense (Benefit): Federal $ 127 $ (658) Foreign 1,780 1,815 State and local 8 (130) Total Current Income Tax Expense (Benefit) 1,915 1,027 Deferred Income Tax Expense (Benefit): Federal (46,751) (138,339) Foreign (8,351) (6,967) State and local (7,436) (32,013) Valuation Allowance 62,621 177,392 Total Deferred Income Tax Expense (Benefit) 83 73 Income Tax Expense (Benefit) $ 1,998 $ 1,100 The following table displays the difference between the U.S. federal statutory corporate tax rate and the effective tax rate. Year Ended December 31, 2023 2022 US federal statutory corporate tax rate 21.00 % 21.00 % State and local tax 1.02 % 2.87 % Stock-based compensation -0.74 % -0.68 % Fair value of warrants -9.33 % 6.37 % Others -0.79 % 0.03 % Foreign tax rate differential 0.23 % 0.09 % R&D tax credit — % 0.13 % Unrecognized tax benefits -0.02 % 0.08 % Interest - Pre-Closing Bridge Notes — % -6.54 % Restructuring costs — % -3.19 % Change in valuation allowance -11.75 % -20.29 % Effective Tax Rate -0.38 % -0.13 % The difference between the U.S. Federal statutory tax rate and the effective tax rate relates to permanent differences between book and taxable income with respect to reporting for income tax purposes and the change in valuation allowance. The permanent differences will not be reversed in the future. These amounts were predominantly comprised of state and local taxes, stock option expense, and change in fair value of warrants. Deferred Income Tax Assets and Liabilities The Company evaluates the deferred income tax assets for the recoverability using a consistent approach which considers the relative impact of negative and positive evidence, including the Company’s historical profitability and losses and projections of future taxable income (loss). As of December 31, 2023, the Company continued to conclude that the negative evidence with respect to the recoverability of its deferred income tax assets outweighed the positive evidence. It is more likely than not that the deferred income tax assets will not be realized. As of December 31, 2023 and 2022, the Company had a 100% valuation allowance on its domestic deferred tax assets. The Company’s framework for assessing the recoverability of deferred income tax assets requires it to weigh all available evidence, to the extent it exists, including: • the sustainability of future profitability required to realize the deferred income tax assets, • the cumulative net income or losses in the consolidated statements of operations and comprehensive income in recent years The following table displays deferred income tax assets and deferred income tax liabilities: As of December 31, (Amounts in thousands) 2023 2022 Deferred Income Tax Assets Net operating loss $ 334,955 $ 243,632 Non-qualified stock options — 1,735 Reserves 4,550 5,092 Loan repurchase reserve 5,219 12,991 Restructuring reserve 2,532 757 Accruals — 112 Deferred revenue 22 7,688 Internal use software 6,172 — Other 2,382 3,908 Total Deferred Income Tax Assets 355,832 275,915 Deferred Income Tax Liabilities Non-qualified stock options (6,215) — Internal use software — (3,167) Intangible assets (840) (547) Depreciation (1,741) (1,775) Total Deferred Income Tax Liabilities (8,796) (5,489) Net Deferred Tax Asset before Valuation Allowance 347,036 270,426 Less: Valuation Allowance (346,833) (270,139) Deferred Income Tax Assets, Net $ 203 $ 287 As of December 31, 2023 and 2022 the Company had federal net operating loss (“NOL”) carryforwards of approximately $1,160 million and $843 million, respectively, and state NOL carryforwards of $936 million and $741 million, respectively, which are available to offset future taxable income. As of December 31, 2023 and 2022 the Company had foreign (U.K.) NOL carryforwards of approximately $155 million and $95 million, respectively, which are available to offset future taxable income. Certain U.S. federal and state NOLs as of December 31, 2023 will begin to expire in 2035. Utilization of the NOL carryforwards for purposes of federal income tax is subject to an annual limitation pursuant to Internal Revenue Code Section 382 (“Section 382”) due to ownership changes that have occurred. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has assessed and concluded there have been multiple changes of control as defined by Section 382 since inception. As of December 31, 2023, the Company's deferred income tax asset relating to the Company's NOL carryforwards will be subject to an annual limitation pursuant to Section 382, thereby limiting the amount of NOL utilization each year. A reconciliation of the beginning and ending balances of gross unrecognized tax benefits is as follows: Year Ended December 31, (Amounts in thousands) 2023 2022 Unrecognized tax benefits - January 1 $ 1,353 $ 4,070 Gross increases - tax positions in prior period — — Gross decreases - tax positions in prior period — (2,717) Gross increases - tax positions in current period — — Settlement — — Lapse of statute of limitations — — Unrecognized tax benefits - December 31 $ 1,353 $ 1,353 During 2023, the gross unrecognized tax benefits did not change, however $127.0 thousand of interest and penalties were accrued on the $1.35 million unrecognized tax benefit balance as of December 31, 2022. Included in the balance of unrecognized tax benefits of $1.35 million as of December 31, 2023, are tax benefits that if recognized, will affect the effective tax rate. The Company does not expect a material change in uncertain tax positions in the next 12 months. The Company files a consolidated federal income tax return, foreign income tax returns and various state consolidated or combined income tax returns. The Company’s major tax jurisdictions are U.S. federal, New York State, New York City, California, and India. The Company generally remains subject to examination for Federal income tax returns for the years 2020 and forward, state income tax returns for the years 2019 and forward, and foreign income tax return for the years 2019 and forward. The Pillar Two rules are intended to ensure that large multinational enterprise ("MNE") groups pay a minimum level of tax on the income arising in each of the jurisdictions in which they operate. The rules do so by imposing a top-up tax on profits arising in a jurisdiction whenever the effective tax rate, determined on a jurisdictional basis, is below the 15 percent minimum rate. The Pillar Two rules include: • “[A]n Income Inclusion Rule (IIR), which imposes top-up tax on a parent entity in respect of the low taxed income of a constituent entity.” • “[A]n Undertaxed Payment Rule (UTPR), which denies deductions or requires an equivalent adjustment to the extent the low tax income of a constituent entity is not subject to tax under an IIR.” |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | 20. Convertible Preferred Stock In connection with the Business Combination, as described in Note 3, all series of Better convertible preferred stock were converted into Better common stock and subsequently converted to the Company’s common stock at the Exchange Ratio of approximately 3.06. All share amounts in periods prior to the Business Combination have been retroactively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. As of December 31, 2022, the Company had outstanding the following series of convertible preferred stock: As of December 31, 2022 (Amounts in thousands, except share amounts) Shares Shares Issued and Series D Preferred Stock 26,178,574 23,786,379 Series D-1 Preferred Stock 26,178,574 — Series D-2 Preferred Stock 21,305,758 20,390,896 Series D-3 Preferred Stock 914,862 914,862 Series D-4 Preferred Stock 1,062,009 1,062,009 Series D-5 Preferred Stock 1,062,009 — Series C Preferred Stock 132,946,826 100,138,544 Series C-1 Preferred Stock 132,946,826 8,939,693 Series C-2 Preferred Stock 18,624,354 14,018,524 Series C-3 Preferred Stock 19,741,818 8,367,368 Series C-4 Preferred Stock 2,171,064 2,171,064 Series C-5 Preferred Stock 18,624,354 4,605,830 Series C-6 Preferred Stock 19,741,818 11,374,450 Series C-7 Preferred Stock 9,833,660 4,469,846 Series B Preferred Stock 39,753,024 28,583,364 Series B-1 Preferred Stock 12,531,940 11,169,660 Series A Preferred Stock 93,850,533 69,267,349 Series A-1 Preferred Stock 24,937,838 23,054,899 Total convertible preferred stock 602,405,839 332,314,737 Convertible Preferred Stock Warrants— Immediately prior to the Closing of the Business Combination, certain convertible preferred stock warrant holders exercised their warrants on a cash basis and the remaining convertible preferred stock warrant holders exercised their warrants on a net basis at the Closing. In August 2023, the Company received $1.5 million from preferred stock warrant holders that exercised their warrants on a cash basis with an offset to additional paid-in-capital and as the remaining convertible preferred stock warrants were exercised on a net basis, the entire convertible preferred stock warrant liability of $2.8 million was reclassified to additional paid-in-capital. As of December 31, 2022, the Company had outstanding the following convertible preferred stock warrants: (Amounts in thousands, except no. warrants and strike prices) No. Warrants Issuance Share Class Issue Date Expiration Date As of December 31, 2022 Strike Valuation at Issuance September 2018 Series C Preferred 9/28/2018 9/28/2028 2,312,296 $ 0.59 $ 170 February 2019 Series C Preferred 2/6/2019 9/28/2028 153,807 $ 0.59 $ 12 March 2019 Series C Preferred 3/29/2019 3/29/2026 1,146,214 $ 1.12 $ 87 April 2019 Series C Preferred 4/17/2019 4/17/2029 3,575,879 $ 1.12 $ 313 March 2020 Series C Preferred 3/25/2020 3/25/2027 410,228 $ 1.64 $ 201 Total 7,598,424 The Company valued these warrants at issuance and at each reporting period, using the Black-Scholes option-pricing model and their respective terms, as can be seen below: December 31, (Amounts in thousands, except per share amounts) 2022 Issuance Fair value per share Fair Value September 2018 $ 0.54 $ 1,256 February 2019 $ 0.54 84 March 2019 $ 0.35 397 April 2019 $ 0.35 1,240 March 2020 $ 0.29 119 Total $ 3,096 Warrants for Series C Preferred Stock, related to the above issuances, are recorded as liabilities at fair value, resulting in a liability of none and $3.1 million as of December 31, 2023 and December 31, 2022. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 21. Stockholders' Equity On the Closing Date, the Company consummated the Business Combination pursuant to the terms of the Merger Agreement and on August 24, 2023, the Company’s Class A common stock began trading and Public Warrants continued trading on the Nasdaq Global Market and the Nasdaq Capital Market, respectively, under the ticker symbols “BETR” and “BETRW”, respectively. Each outstanding share of Pre-Business Combination Better common stock was exchanged for approximately 3.06 shares of the Company’s Class A, Class B, or Class C common stock, as applicable. The Company’s authorized capital stock consists of 1.8 billion shares of Class A common stock, 700.0 million shares of Class B common stock, and 800.0 million shares of Class C common stock, each with a par value per share of $0.0001. Each holder of Class A common stock has the right to one vote per share and each holder of Class B common stock has the right to three votes per share. Except as described below or otherwise provided by the Company’s certificate of incorporation or required by applicable law, shares of Class C common stock are non-voting and will not entitle the holder thereof to any voting power. Shares of Class A common stock, Class B common stock and Class C common stock are treated equally, identically and ratably, on a per share basis, with respect to any dividends or distributions as may be declared and paid from time to time. Upon the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, holders of Class A common stock, Class B common stock and Class C common stock will be entitled to receive ratably all assets of the Company available for distribution to its stockholders unless disparate or different treatment of the shares of each such class with respect to distributions upon any such liquidation, dissolution or winding up is approved in advance by the affirmative vote of the holders of a majority of the then-outstanding shares of Class A common stock, Class B common stock and Class C common stock, each voting separately as a class. Further, each share of Class B common stock is convertible into one fully paid and nonassessable share of Class A common stock or Class C common stock at the option of the holder thereof at any time upon written notice to the Company. Each share of Class C common stock is convertible into one fully paid and nonassessable share of Class A common stock at the option of the holder thereof at any time upon written notice to the Company. The Company's equity structure consists of different classes of common stock which as presented below: As of December 31, 2023 (Amounts in thousands, except share amounts) Shares Shares Issued and Par Common A Stock 1,800,000,000 359,360,386 $ 35 Common B Stock 700,000,000 320,535,692 32 Common C Stock 800,000,000 71,877,283 7 Total common stock 3,300,000,000 751,773,361 $ 74 All share amounts in periods prior to the Business Combination have been retroactively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. The Company's equity structure prior to the Closing consisted of different classes of common stock which is presented in the order of liquidation preference below: As of December 31, 2022 (Amounts in thousands, except share amounts) Shares Shares Issued and Par Common A Stock 24,452,565 24,452,565 $ 3 Common B Stock 588,261,164 171,441,780 14 Common B-1 Stock 236,938,220 — — Common O Stock 236,375,239 103,889,076 12 Total common stock 1,086,027,188 299,783,421 $ 30 Pre-Closing Common Stock Warrants —Immediately prior to the Closing of the Business Combination, all common stock warrant holders exercised their warrants on a net basis. The Company had outstanding the following common stock warrants as of December 31, 2022: (Amounts in thousands, except warrants, price, and per share amounts) Issuance Share Issue Expiration No. Strike Valuation at Issuance March 2019 Common B 3/29/2019 3/29/2026 1,146,214 $ 0.23 $ 179 March 2020 Common B 3/25/2020 3/25/2027 4,584,856 $ 1.12 $ 271 Total equity warrants 5,731,070 Private and Public Warrants— As of December 31, 2023 and 2022 , the Company had a total of $1.9 million and none, respectively, of Warrants included as warrant liabilities within the consolidated balance sheets. The change in fair value of Warrants for the year ended December 31, 2023 was a loss of $0.7 million and is included in change in fair value of warrant liabilities within the consolidated statements of operations and comprehensive loss. Sponsor Locked-Up Shares— As of December 31, 2023 and 2022 , the Company had a total of $0.4 million and none, respectively, of Sponsor Locked-Up Share liabilities which are included within warrant liabilities in the consolidated balance sheets. The change in fair value of Sponsor Locked-Up Shares for the year ended December 31, 2023 was a gain of $0.2 million , and was recorded in change in fair value of warrant liabilities within the consolidated statements of operations and comprehensive loss. Notes Receivable from Stockholders —The Company, in previous years, issued notes to stockholders to fund the payment of the exercise price of the stock options granted to such stockholders. The Company previously allowed stock option holders to early exercise stock options prior to the vesting date but no longer allows for the early exercise of stock options. The notes issued to stockholders to fund the exercises may include the exercise of stock options that have been vested by the holder as well as stock options that have not yet been vested by the holder. As of December 31, 2023 and 2022, the Company had a total of $18.3 million and $65.2 million, respectively, of outstanding promissory notes. Of the notes outstanding as of December 31, 2023 and 2022, $10.1 million and $53.9 million, respectively, were issued for the exercise of stock options vested and are recorded as a component of stockholders’ equity within the consolidated balance sheets. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 22. Stock-Based Compensation Equity Incentive Plans —On November 3, 2016, Better’s board of directors and stockholders adopted the Better 2016 Equity Incentive Plan (the “2016 Plan”), which provides for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”) and deferred stock to eligible employees, directors and consultants of the Company. As of December 31, 2023, awards with respect to 169,090 shares of Class A common stock issuable upon the conversion of shares of Class B common stock into which such awards can be exercised have been granted under the 2016 Plan. Stock options granted under the 2016 Plan are generally subject to a one-year cliff vesting period with respect to 25% of the award, and then 1/48th of the award vests each month thereafter so that the entire award is vested on the fourth anniversary of the vesting start date. On May 15, 2017, Better’s board of directors and stockholders adopted the Better 2017 Equity Incentive Plan (the “2017 Plan”), which provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards and RSUs to eligible employees, directors and consultants of the Company. The 2017 Plan was most recently amended and approved by the stockholders of Better in August 2020. As of December 31, 2023, awards with respect to 46,582,973 shares of Class A common stock issuable upon the conversion of shares of Class B common stock into which such awards can be exercised have been granted under the 2017 Plan. Stock options and RSUs granted under the 2017 Plan are generally subject to a one-year cliff vesting period with respect to 25% of the award, and then 1/48th of the award vests each month thereafter so that the entire award is vested on the fourth anniversary of the vesting start date. Certain RSUs were also subject to a liquidity vesting condition that was satisfied in connection with the Business Combination. In connection with the Business Combination, the Better Home & Finance’s 2023 Incentive Equity Plan (the “2023 Plan”) became effective on August 22, 2023. The 2023 Plan allows for the issuance of stock options, stock appreciation rights, restricted stock awards, RSUs and other equity and equity-based awards for issuance to Better Home & Finance’s service providers. A total of 88,626,665 shares of Class A common stock were initially reserved for issuance pursuant to the 2023 Plan (the “Initial Share Reserve”). Shares subject to awards granted under the 2017 Plan that become available for issuance will again become available for issuance pursuant to the terms of the 2023 Plan, subject to certain adjustments as set forth in the 2023 Plan. The Initial Share Reserve will automatically increase on January 1 of each year beginning January 1, 2024 and ending in 2033, in an amount equal to the lesser of (i) five percent (5%) of the shares of Class A common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of Class A common stock as is determined by the Board or committee of the Board; provided, however, that no more than 614,343,928 shares of Class A common stock may be issued upon the exercise of incentive stock options. On December 7, 2023, the Board determined there would be no such automatic increase to the Initial Share Reserve on January 1, 2024. As of December 31, 2023, no awards have been granted under the 2023 Plan. In connection with the Business Combination, the Better Home & Finance 2023 Employee Stock Purchase Plan (the “ESPP”) became effective on August 22, 2023, pursuant to which eligible employees may purchase shares of Class A common stock at a discounted rate. A total of 16,113,939 shares of Class A common stock were initially reserved for issuance pursuant to the ESPP (the “ESPP Share Reserve”). The ESPP Share Reserve will automatically increase on January 1 of each year beginning January 1, 2024 and ending in 2033, in an amount equal to the lesser of (i) one percent (1%) of the shares of Class A common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of Class A common stock as is determined by the Board; provided, however, that no more than 120,854,543 shares of Class A common stock may be issued under the ESPP. On December 7, 2023, the Board determined there would be no such automatic increase to the Initial ESPP Share Reserve on January 1, 2024. As of December 31, 2023, no shares have been issued under the ESPP. The Company no longer allows for the early exercise of awards under the 2016 Plan, 2017 Plan, or the 2023 Plan. Stock Options —The following is a summary of stock option activity during the year ended December 31, 2023: (Amounts in thousands, except options, prices, and averages) Number of Weighted Intrinsic Weighted Outstanding—January 1, 2023 44,102,582 $ 2.77 Options granted 3,441,481 $ 1.12 Options exercised (1,815,117) $ 0.14 Options cancelled or forfeited (7,608,884) $ 6.48 Options expired (3,013,619) $ 0.90 Outstanding—December 31, 2023 35,106,443 $ 1.51 $ 101.9 6.1 Vested and exercisable—December 31, 2023 30,133,812 $ 1.52 $ 217.6 4.9 Options expected to vest 4,972,966 $ 1.44 $ 0.3 8.4 Options vested and expected to vest—December 31, 2023 35,106,778 $ 1.51 $ 45.3 6.1 As of December 31, 2023, total stock-based compensation cost not yet recognized related to unvested stock options was $14.3 million, which is expected to be recognized over a weighted-average period of 0.12 years. Intrinsic value is calculated by subtracting the exercise price of the stock option from the fair value of the Company’s Common A Stock on December 31, 2023 for in-the-money stock options, multiplied by the number of shares of Common A Stock per each stock option. The total intrinsic value of stock options exercised during the years ended December 31, 2023, and 2022 was $0.27 million, and $8.6 million, respectively. The weighted average grant-date fair value per share of stock options granted during the years ended December 31, 2023 and 2022 was $0.68 and $2.74, respectively. The total grant date fair value of options vested for the years ended December 31, 2023 and 2022 was $13.7 million and $26.7 million, respectively. The Company previously allowed stock option holders to early exercise in exchange for cash prior to the vesting date. Shares of common stock issued upon early exercise are considered shares restricted until the completion of the original vesting period of the options and are therefore classified to stock options exercised, not vested on the consolidated balance sheets within other liabilities based upon the respective exercise price of the stock option and are not remeasured. Upon the completion of the vesting period, the Company reclassifies the liability to additional paid in capital on the consolidated balance sheets. Included within other liabilities on the consolidated balance sheets as of December 31, 2023 and 2022 was $1.5 million and $1.7 million, respectively, of stock options exercised, not vested, which represents 1,739,740 and 1,944,049, respectively, of restricted shares. Fair Val ue of Awards Granted —Prior to the Close of the Business Combination, as Pre-Business Combination Better’s Common O Stock was not publicly traded, the fair value of the shares of Common O Stock was approved by the Better’s Board of Directors as there was no public market for the Better’s common stock as of the date of the awards were granted, which subsequently converted to Class A common stock upon completion of the Business Combination. In estimating the fair value of the Better’s Common O Stock, management used the assistance of third-party valuation specialist and consider factors management believes are material to the valuation process, including, but not limited to, the price at which equity was issued by Better to independent third parties or transacted between third parties, actual and projected financial results, risks, prospects, and economic and market conditions, among other factors. Management believes the combination of these factors provides an appropriate estimate of the expected fair value and reflects the best estimate of the fair value of the Pre-Business Combination Better’s Common O Stock at each grant date. The expected volatility is based on the historical and implied volatility of similar companies whose stock or option prices are publicly available, after considering the industry, stage of life cycle, size, market capitalization, and financial leverage of the other companies. The risk-free interest rate assumption is based on observed U.S. Treasury yield curve interest rates in effect at the time of grant appropriate for the expected term of the stock options granted. As permitted under authoritative guidance, due to the limited amount of stock option exercises, Better used the simplified method to compute the expected term for stock options granted to employees in the years ended December 31, 2023 and 2022, respectively. Awards issued under the 2023 Plan will use the fair value of the Company’s Class A common stock as traded on the public market to derive the fair value of the respective award. The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each stock option. The assumptions used to estimate the fair value of stock options granted are as follows: Year Ended December 31, 2023 2022 (Amounts in dollars, except percentages) Range Weighted Average Range Weighted Average Fair value of Better's Common O Stock $0.40 - $1.1 $1.01 $1.12 - $4.84 $1.45 Expected volatility 76.50% - 77.40% 76.7 % 72.58 - 76.74% 76.4 % Expected term (years) 5.0 - 6.1 5.8 5.0 - 6.0 6.0 Risk-free interest rate 3.60% - 4.20% 4.00 % 1.96% - 4.22% 3.75 % Restricted Stock Units —RSUs generally vest over four years upon satisfaction of service-based conditions. The following is a summary of RSU activity during the year ended December 31, 2023: (Amounts in thousands, except shares and averages) Number of Weighted Average Grant Date Fair Value Unvested—December 31, 2022 24,459,378 $ 3.99 RSUs granted 15,006,472 $ 1.09 RSUs vested (1) (21,077,695) $ 2.02 RSUs cancelled or forfeited (6,911,626) $ 3.68 Unvested—December 31, 2023 11,476,529 $ 2.49 1. Included in the vested activity are 20.5 million RSUs awards containing service and performance-based vesting conditions ("Double Trigger RSUs") which represents the right to receive one share of the Company’s Class B Common Stock when fully vested. These RSUs are eligible to vest following the achievement of an initial public offering (“Liquidity Event”). These RSUs are subject to the risk of forfeiture until vested by virtue of continued employment or service to the Company. The Liquidity Event vesting condition was deemed satisfied upon the closing of the Business Combination on August 24, 2023. Upon closing of the Business Combination (and for the year ended December 31, 2023), the Company recognized compensation expense on a straight-line basis considering the applicable requisite service period. During the years ended December 31, 2023, the Company recorded stock-based compensation expense of $35.2 million related to Double Trigger RSUs. The grant date fair value of the Double Trigger RSUs is based on the Company’s 409A pre–Liquidity Event at the time of the grant. During the year ended December 31, 2022 the Company’s Board of Directors (the “Board”) approved the grant of 2,475,822 RSUs with a market and implied liquidity performance vesting conditions (“PSUs”) to a non-employee director. The PSUs will be eligible to vest upon the satisfaction of specified market-based conditions tied to the price of the Company's publicly traded shares at three distinct price threshold levels. The PSUs are also subject to the risk of forfeiture until vested by virtue of continued service as a member of the Board which has previously been met. As of December, 31 2023, 2,475,822 PSUs remained outstanding. The weighted-average grant date fair value of the PSUs granted is $1.18. The fair value of this award was estimated using a Monte Carlo simulation to address the path-dependent nature of the market-based vesting conditions. Based on the award term, equity value, expected volatility, risk-free rate, and a series of random variables with a normal distribution, the future equity value was simulated. Each trial within the simulation includes assumptions of achieving a per share valuation level of the Company’s common stock as stipulated in the agreement to determine whether the market-based conditions are met resulting in vesting or not, and the future value of the award. The simulation was run for 50K trials and the mean results from all the trials was taken as an indication of the fair value of each Tranche. For the year ended December 31, 2023, the Company recorded a total stock‑based compensation expense of 43.5 million related to RSUs awarded to employees and non-employees directors. As of December 31, 2023, total stock-based compensation cost not yet recognized related to unvested RSUs was $23.5 million, which is expected to be recognized over a weighted-average period of 1.79 years. Stock-Based Compensation Expense —The total of all stock-based compensation expense related to employees are reported in the following line items within the consolidated statements of operations and comprehensive loss: Year Ended December 31, (Amounts in thousands) 2023 2022 Mortgage platform expenses $ 8,643 $ 4,602 Other platform expenses 2,239 755 General and administrative expenses 37,204 19,910 Marketing expenses 257 652 Technology and product development expenses (1) 5,802 4,623 Total stock-based compensation expense $ 54,145 $ 30,542 __________________ (1) Technology and product development expense excludes $4.1 million and $4.1 million of stock-based compensation expense, which was capitalized (see Note 9) for the years ended December 31, 2023 and 2022, respectively |
Regulatory Requirements
Regulatory Requirements | 12 Months Ended |
Dec. 31, 2023 | |
Mortgage Banking [Abstract] | |
Regulatory Requirements | 23. Regulatory Requirements As a result, the Company is subject to various local, state, and federal regulations related to its loan production by the various states it operates in, as well as federal agencies such as the Consumer Financial Protection Bureau (“CFPB”), HUD, and FHA and is subject to the requirements of the agencies to which it sells loans, such as FNMA and FMCC. As a result, the Company may become involved in requests for information, periodic reviews, investigations, and proceedings by such various federal, state, and local regulatory bodies and agencies. The Company is also subject to regulations in the U.K. under the Prudential Regulation Authority (“PRA”) and Financial Conduct Authority (“FCA”). The Company is required to meet certain minimum net worth, minimum capital ratio and minimum liquidity requirements, including those established by HUD, FMCC and FNMA. As of December 31, 2023, the most restrictive of these requirements require the Company to maintain a minimum net worth of $1.3 million, liquidity of $0.3 million, and a minimum capital ratio of 6%. As of December 31, 2023, the Company was in compliance with these requirements. Additionally, the Company is subject to other financial requirements established by FNMA, which include a limit for a decline in net worth and quarterly profitability requirements. On March 12, 2023 FNMA provided notification to the Company that the Company had failed to meet FNMA’s financial requirements due to the Company’s decline in profitability and material decline in net worth. The material decline in net worth and decline in profitability permit FNMA to declare a breach of the Company’s contract with FNMA. The Company, following certain forbearance agreements from FNMA that instituted additional financial requirements on the Company, remains in compliance with these requirements as of the date hereof. FNMA and other regulators and GSEs are not required to grant any forbearances, amendments, extensions or waivers and may determine not to do so. As a result of failing to meet FNMA’s financial requirements, the Company has entered into a Pledge and Security Agreement with FNMA on July 24, 2023, to post additional cash collateral starting with $5.0 million which will be held through December 31, 2023. Each quarterly period after December 31, 2023, the required cash collateral will be calculated based on an amount equal to the greater of: (i) FNMA’s origination representation and warranty exposure to the Company, multiplied by the average repurchase success rate for FNMA single-family responsible parties or (ii) $5.0 million. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 24. Subsequent Events The Company evaluated subsequent events from the date of the consolidated balance sheets of December 31, 2023 through the date of the release of financial statements, and has determined that, there have been no subsequent events that require recognition or disclosure in the consolidated financial statements, except as described in Note 1, Note 6, and as follows: Convertible Note Interest —In February 2024, the Company made a cash payment in the amount of $2.5 million, representing interest expense from the issuance of the Convertible Note through February 15, 2024. Minimum Bid Price Notice —The Company received approval on March 7, 2024, to transfer the listing of the Company’s Class A Common Stock from the Nasdaq Global Market to the Nasdaq Capital Market. The Company’s securities were transferred to the Nasdaq Capital Market on March 13, 2024 and continue to trade under the symbol “BETR.” The Company’s warrants, which are exercisable for one share of Class A Common Stock at an exercise price of $11.50, continue to trade on the Nasdaq Capital Market under the symbol “BETRW.” As a result of the transfer, the Company is eligible to request an additional 180-day compliance period, or until October 6, 2024, to regain compliance with the Bid Price Rule. The Company applied for such additional 180-day compliance period on March 11, 2024 and has provided Nasdaq with written notice of its intention to cure the deficiency. Should Nasdaq grant an additional compliance period, the minimum bid price per share of the Class A Common Stock must be at least $1.00 for at least ten consecutive business days during such additional 180-day compliance period in order to regain compliance with the Bid Price Rule. |
Immaterial Restatements and Rec
Immaterial Restatements and Reclassifications of Prior Period Financial Statements | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Immaterial Restatements and Reclassifications of Prior Period Financial Statements | 25. Immaterial Restatements and Reclassifications of Prior Period Financial Statements As discussed in Note 1, subsequent to the issuance of the December 31, 2022 consolidated financial statements, the Company identified immaterial errors during the three months ended December 31, 2023, which required correction of the Company’s previously issued December 31, 2022 consolidated financial statements as well as the first three quarterly periods in the year ended December 31, 2023. The corrections to the condensed consolidated balance sheets were as follows for the periods presented below (tables may not foot as they are condensed to only present those line items which have been impacted): As of December 31, 2022 (Amounts in thousands) As Previously Reported Corrections As Corrected Assets Other receivables, net 16,285 297 16,582 Property and equipment, net 30,504 (74) 30,430 Right-of-use assets 41,979 (2,256) 39,723 Goodwill 18,525 (1,137) 17,388 Total Assets $ 1,086,522 $ (3,170) $ 1,083,352 Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) Liabilities Accounts payable and accrued expenses 88,983 (6,546) 82,437 Lease liabilities 60,049 (2,541) 57,508 Total Liabilities 1,260,342 (9,087) 1,251,255 Stockholders’ Equity (Deficit) Notes receivable from stockholders (53,900) 675 (53,225) Additional paid-in capital 626,628 (8,517) 618,111 Accumulated deficit (1,181,415) 13,759 (1,167,656) Total Stockholders’ Equity (Deficit) (610,100) 5,917 (604,183) Total Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) $ 1,086,522 $ (3,170) $ 1,083,352 As of March 31, 2023 (Unaudited) (Amounts in thousands) As Previously Reported Corrections As Corrected Assets Other receivables, net 20,342 285 20,627 Right-of-use assets 31,269 (2,241) 29,028 Goodwill 20,507 (1,138) 19,369 Prepaid expenses and other assets 71,218 (879) 70,339 Total Assets $ 1,081,060 $ (3,973) $ 1,077,087 Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) Liabilities Accounts payable and accrued expenses 111,134 (7,597) 103,537 Lease liabilities 43,118 (2,525) 40,593 Total Liabilities 1,337,878 (10,122) 1,327,756 Stockholders’ Equity (Deficit) Notes receivable from stockholders (55,349) (232) (55,581) Additional paid-in capital 635,166 (9,620) 625,546 Accumulated deficit (1,271,310) 16,001 (1,255,309) Total Stockholders’ (Deficit) Equity (693,098) 6,149 (686,949) Total Liabilities, Convertible Preferred Stock, and Stockholders’ (Deficit) Equity $ 1,081,060 $ (3,973) $ 1,077,087 As of June 30, 2023 (Unaudited) (Amounts in thousands) As Previously Reported Corrections As Corrected Assets Other receivables, net 15,238 372 15,610 Goodwill 33,300 (1,138) 32,162 Prepaid expenses and other assets 67,260 (879) 66,381 Total Assets $ 926,970 $ (1,645) $ 925,325 Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) Liabilities Accounts payable and accrued expenses 108,175 (7,588) 100,587 Total Liabilities 1,222,938 (7,588) 1,215,350 Stockholders’ Equity (Deficit) Notes receivable from stockholders (56,254) (503) (56,757) Additional paid-in capital 642,551 (11,058) 631,493 Accumulated deficit (1,316,823) 17,503 (1,299,320) Total Stockholders’ Equity (Deficit) (732,249) 5,943 (726,306) Total Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) $ 926,970 $ (1,645) $ 925,325 As of September 30, 2023 (Unaudited) (Amounts in thousands) As Previously Reported Corrections As Corrected Assets Other receivables, net 10,449 256 10,705 Goodwill 32,492 (1,138) 31,354 Total Assets $ 937,055 $ (882) $ 936,173 Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) Liabilities Accounts payable and accrued expenses 103,435 (10,008) 93,427 Total Liabilities 779,823 (10,008) 769,815 Stockholders’ Equity (Deficit) Notes receivable from stockholders (10,404) (44) (10,448) Additional paid-in capital 1,826,848 5,523 1,832,371 Accumulated deficit (1,656,856) 3,647 (1,653,209) Total Stockholders’ Equity (Deficit) 157,232 9,126 166,358 Total Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) $ 937,055 $ (882) $ 936,173 None of the adjustments to the condensed consolidated statements of operations and comprehensive loss described below impact the income tax provision in any period as the Company has recognized a full valuation allowance for all periods presented. The reclassifications and corrections to the condensed consolidated statements of operations and comprehensive loss were as follows for the periods presented below (tables may not foot as they are condensed to only present those line items which have been impacted): Year Ended December 31, 2022 (Amounts in thousands, except per share amounts) As Previously Reported Reclassifications Corrections As Reclassified and Corrected Revenues: Mortgage platform revenue, net $ 105,658 $ (4,859) $ 486 $ 101,285 Other platform revenue 38,942 — (580) 38,362 Total net revenues 382,976 (4,859) (94) 378,023 Expenses: Mortgage platform expenses 327,815 (4,859) (1,335) 321,621 Other platform expenses 59,656 — (155) 59,501 General and administrative expenses 194,565 — (8,689) 185,876 Marketing and advertising expenses 69,021 — (13) 69,008 Technology and product development expenses 124,912 — (604) 124,308 Restructuring and impairment expenses 247,693 — (1,208) 246,485 Total expenses 1,253,806 (4,859) (12,004) 1,236,943 Loss from operations (870,830) — 11,910 (858,920) Interest and other income (expense), net Other income (expense) 3,741 — (185) 3,556 Total interest and other expense, net (16,872) — (185) (17,057) Loss before income tax expense (benefit) (887,702) — 11,725 (875,977) Net loss $ (888,802) — $ 11,725 $ (877,077) Other comprehensive loss: Comprehensive loss $ (890,120) $ — $ 11,725 $ (878,395) Per share data: Loss per share attributable to common stockholders: Basic $ (3.05) $ — $ 0.04 $ (3.01) Diluted $ (3.05) $ — $ 0.04 $ (3.01) Three Months Ended March 31, 2023 (Unaudited) (Amounts in thousands, except per share amounts) As Previously Reported Reclassifications Corrections As Reclassified and Corrected Revenues: Mortgage platform revenue, net $ 15,964 $ (675) $ — $ 15,289 Total net revenues 20,958 (675) — 20,283 Expenses: Mortgage platform expenses 30,931 (675) (309) 29,947 Other platform expenses 4,777 — (84) 4,693 General and administrative expenses 30,189 — (1,357) 28,832 Marketing and advertising expenses 8,631 — (7) 8,624 Technology and product development expenses 24,118 — (512) 23,606 Total expenses 107,886 (675) (2,269) 104,942 Loss from operations (86,928) — 2,269 (84,659) Loss before income tax (benefit) expense (88,471) — 2,269 (86,202) Net loss (89,895) — 2,269 (87,626) Other comprehensive loss: Comprehensive loss $ (90,087) $ — $ 2,269 $ (87,818) Per share data: Loss per share attributable to common stockholders: Basic $ (0.30) $ — $ 0.01 $ (0.29) Diluted $ (0.30) $ — $ 0.01 $ (0.29) Six Months Ended June 30, 2023 (Unaudited) (Amounts in thousands, except per share amounts) As Previously Reported Reclassifications Corrections As Reclassified and Corrected Revenues: Mortgage platform revenue, net $ 40,720 $ (888) $ 39,832 Total net revenues 51,120 (888) — 50,232 Expenses: Mortgage platform expenses 51,643 (888) (599) 50,156 Other platform expenses 8,626 — (161) 8,465 General and administrative expenses 54,203 — (1,720) 52,483 Marketing and advertising expenses 11,994 — (13) 11,981 Technology and product development expenses 45,907 — (993) 44,914 Restructuring and impairment expenses 11,119 — (290) 10,829 Total expenses 183,890 (888) (3,776) 179,226 Loss from operations (132,770) — 3,776 (128,994) Loss before income tax expense (133,528) — 3,776 (129,752) Net loss (135,408) — 3,776 (131,632) Other comprehensive loss: Comprehensive loss $ (135,717) $ — $ 3,776 $ (131,941) Per share data: Loss per share attributable to common stockholders: Basic $ (0.45) $ — $ 0.01 $ (0.44) Diluted $ (0.45) $ — $ 0.01 $ (0.44) Three Months Ended September 30, 2023 (Unaudited) (Amounts in thousands, and per share amounts) As Previously Reported Reclassifications Corrections As Reclassified and Corrected Revenues: Mortgage platform revenue, net $ 14,207 $ (253) $ (510) $ 13,444 Other platform revenue 1,333 — 609 1,942 Total net revenues 16,449 (253) 99 16,295 Expenses: Mortgage platform expenses 19,166 (253) 2,038 20,951 Other platform expenses 3,161 — 477 3,638 General and administrative expenses 59,189 — 9,557 68,746 Marketing and advertising expenses 5,128 — 34 5,162 Technology and product development expenses 20,732 — 2,043 22,775 Total expenses 108,055 (253) 14,149 121,951 Loss from operations (91,606) — (14,050) (105,656) Interest and other income (expense), net Other income (expense) 977 — 195 1,172 Total interest and other expense, net (247,768) — 195 (247,573) Loss before income tax expense (339,374) — (13,856) (353,229) Net loss (340,033) — (13,856) (353,889) Other comprehensive loss: Comprehensive loss $ (340,731) $ — $ (13,856) $ (354,587) Per share data: Loss per share attributable to common stockholders: Basic $ (0.68) $ — $ (0.03) $ (0.71) Diluted $ (0.68) $ — $ (0.03) $ (0.71) Nine Months Ended September 30, 2023 (Unaudited) (Amounts in thousands, except per share amounts) As Previously Reported Reclassifications Corrections As Reclassified and Corrected Revenues: Mortgage platform revenue, net $ 54,927 $ (1,140) $ (510) $ 53,277 Other platform revenue 9,355 — 609 9,964 Total net revenues 67,569 (1,140) 99 66,528 Expenses: Mortgage platform expenses 70,809 (1,140) 1,440 71,109 Other platform expenses 11,787 — 316 12,103 General and administrative expenses 113,392 — 7,837 121,229 Marketing and advertising expenses 17,122 — 22 17,144 Technology and product development expenses 66,639 — 1,050 67,689 Restructuring and impairment expenses 11,798 — (290) 11,508 Total expenses 291,945 (1,140) 10,375 301,180 Loss from operations (224,376) — (10,276) (234,652) Interest and other income (expense), net Other income (expense) 5,187 — 195 5,382 Total interest and other expense, net (248,526) — 195 (248,331) Loss before income tax expense (472,902) — (10,080) (482,982) Net loss (475,441) — (10,080) (485,521) Other comprehensive loss: Comprehensive loss $ (476,448) $ — $ (10,080) $ (486,528) Per share data: Loss per share attributable to common stockholders: Basic $ (1.30) $ — $ (0.02) $ (1.32) Diluted $ (1.30) $ — $ (0.02) $ (1.32) The corrections to the outstanding common stock shares and total stockholders’ equity (deficit) on the Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the year ended December 31, 2022, as well as the three months ended March 31, the six months ended June 30, and the three and nine months ended September 30, 2023 were as follows (tables may not foot as they are condensed to only present those line items which have been impacted): Year Ended December 31, 2022 Total Stockholders' Equity (Deficit) (Amounts in thousands) As Previously Reported Corrections As Corrected Balance— December 31, 2021 $ 240,160 $ 2,411 $ 242,571 Issuance of common stock from vesting RSUs 15,323 (779) 14,544 Stock-based compensation 42,608 (8,115) 34,493 Vesting of common stock issued via notes receivable from stockholders (15,267) 675 (14,592) Net loss (888,802) 11,725 (877,077) Balance—December 31, 2022 $ (610,100) $ 5,917 $ (604,183) Three Months Ended March 31, 2023 (Unaudited) Common Stock Shares Total Stockholders' Equity (Deficit) (Amounts in thousands, except share amounts) As Previously Reported Corrections As Corrected As Previously Reported Corrections As Corrected Balance— December 31, 2022 98,078,356 — 98,078,356 $ (610,100) $ 5,917 $ (604,183) Adjusted Balance as of December 31, 2022 299,783,421 — 299,783,421 (610,100) 5,917 (604,183) Issuance of common stock for options exercised 1,180,686 (1,047,041) 133,645 1,353 — 1,353 Cancellation of common stock (401,056) 74,755 (326,301) (8) — (8) Stock-based compensation — — — 7,193 (1,276) 5,917 Shares issued for vested restricted stock units — 1,048,752 1,048,752 — — Vesting of common stock issued via notes receivable from stockholders — — — (1,449) (761) (2,210) Net loss — — — (89,895) 2,269 (87,626) Balance— March 31, 2023 300,563,051 76,466 300,639,517 $ (693,098) $ 6,149 $ (686,949) Six Months Ended June 30, 2023 (Unaudited) Common Stock Shares Total Stockholders' Equity (Deficit) (Amounts in thousands, except share amounts) As Previously Reported Corrections As Corrected As Previously Reported Corrections As Corrected Balance— December 31, 2022 98,078,356 — 98,078,356 $ (610,100) $ 5,917 $ (604,183) Adjusted Balance as of December 31, 2022 299,783,421 — 299,783,421 (610,100) 5,917 (604,183) Issuance of common stock for options exercised 1,348,654 (1,172,855) 175,799 2,206 2,206 Cancellation of common stock (455,719) 2,390 (453,329) (8) (8) Stock-based compensation — — — 13,725 (2,903) 10,822 Shares issued for vested restricted stock units — 1,206,226 1,206,226 — — Vesting of common stock issued via notes receivable from stockholders — — — (2,354) (847) (3,201) Net loss — — — (135,408) 3,776 (131,632) Balance— June 30, 2023 300,676,356 35,761 300,712,117 $ (732,249) $ 5,943 $ (726,306) Three Months Ended September 30, 2023 (Unaudited) Common Stock Shares Total Stockholders' Equity (Deficit) (Amounts in thousands, except share amounts) As Previously Reported Corrections As Corrected As Previously Reported Corrections As Corrected Balance— June 30, 2023 98,370,492 11,687 98,382,179 $ (732,249) $ 5,943 $ (726,306) Recapitalization of shares due to Business Combination (Note 3) 202,305,863 24,075 202,329,938 — — — Adjusted Balance as of June 30, 2023 300,676,355 35,762 300,712,117 (732,249) 5,943 (726,306) Issuance of common stock upon Business Combination close 10,698,910 (694,389) 10,004,521 37,967 — 37,967 Transaction costs related to the Business Combination — (21,437) 3,259 (18,178) Issuance of common stock for options exercised 106,744 1,627,536 1,734,280 2,253 — 2,253 Cancellation of common stock (2,865,535) 60,059 (2,805,476) — — — Stock-based compensation — — — 27,547 14,578 42,125 Shares issued for vested restricted stock units — 12,352,321 12,352,321 — — — Vesting of common stock issued via notes receivable from stockholders — — — (1,041) (256) (1,297) Forgiveness of officer loans — — — 1,530 (542) 988 Net loss — — — (340,033) (13,856) (353,889) Balance—September 30, 2023 737,585,438 13,381,288 750,966,726 $ 157,232 $ 9,126 $ 166,358 Nine Months Ended September 30, 2023 (Unaudited) Common Stock Shares Total Stockholders' Equity (Deficit) (Amounts in thousands, except share and per share amounts) As Previously Reported Corrections As Corrected As Previously Reported Corrections As Corrected Balance— December 31, 2022 98,078,356 — 98,078,356 $ (610,100) $ 5,917 $ (604,183) Adjusted Balance as of December 31, 2022 299,783,421 — 299,783,421 (610,100) 5,917 (604,183) Issuance of common stock upon Business Combination close 10,698,910 (694,389) 10,004,521 37,967 — 37,967 Transaction costs related to the Business Combination — — — (21,437) 3,259 (18,178) Issuance of common stock for options exercised 1,460,854 273,426 1,734,280 4,459 — 4,459 Cancellation of common stock (3,326,710) 521,234 (2,805,476) (8) — (8) Stock-based compensation — — — 41,272 11,675 52,947 Shares issued for vested restricted stock units — 13,281,017 13,281,017 1 — 1 Vesting of common stock issued via notes receivable from stockholders — — (3,395) (1,103) (4,498) Forgiveness of officer loans — — — 1,530 (542) 988 Net loss — — — (475,441) (10,080) (485,521) Balance— September 30, 2023 737,585,438 13,381,288 750,966,726 $ 157,232 $ 9,126 $ 166,358 The corrections to the condensed consolidated statements of cash flow for the periods as indicated below were as follows (tables may not foot as they are condensed to only present those line items which have been impacted): Year Ended December 31, 2022 (Amounts in thousands) As Previously Reported Corrections As Corrected Cash Flows from Operating Activities: Net loss $ (888,802) $ 11,725 $ (877,077) Adjustments to reconcile net loss to net cash (used in)/provided by operating activities: Impairments 145,178 293 145,471 Amortization of internal use software and other intangible assets 35,368 381 35,749 Non-cash interest and amortization of debt issuance costs and discounts 273,048 (381) 272,667 Stock-based compensation 38,557 (8,015) 30,542 Change in right-of-use assets 8,791 1,963 10,754 Change in operating assets and liabilities: Operating lease obligations (13,608) (2,542) (16,150) Other receivables, net 37,878 (395) 37,483 Accounts payable and accrued expenses (40,557) (3,000) (43,557) Net cash provided by operating activities 938,222 29 938,251 Cash Flows from Investing Activities: Proceeds from sale of property and equipment 4,473 75 4,548 Net cash used in investing activities (34,657) 75 (34,582) Cash Flows from Financing Activities: Repurchase of common stock (7,169) (779) (7,948) Proceeds from exercise of stock options 59 675 734 Net cash used in financing activities (1,537,100) (104) (1,537,204) Effects of currency translation on cash, cash equivalents, and restricted cash 725 1 726 Three Months Ended March 31, 2023 (Unaudited) (Amounts in thousands) As Previously Reported Corrections As Corrected Cash Flows from Operating Activities: Net loss $ (89,895) $ 2,269 $ (87,626) Adjustments to reconcile net loss to net cash (used in)/provided by operating activities: Stock-based compensation 6,504 (2,096) 4,408 Change in operating assets and liabilities: Prepaid expenses and other assets (4,698) 879 (3,819) Accounts payable and accrued expenses 19,261 (1,052) 18,209 Net cash used in operating activities (162,769) — (162,769) Six Months Ended June 30, 2023 (Unaudited) (Amounts in thousands) As Previously Reported Corrections As Corrected Cash Flows from Operating Activities: Net loss $ (135,408) $ 3,776 $ (131,632) Adjustments to reconcile net loss to net cash (used in)/provided by operating activities: Stock-based compensation 12,354 (3,892) 8,462 Change in operating lease of right-of-use assets 4,013 (2,241) 1,772 Change in operating assets and liabilities: Operating lease obligations (8,675) 2,525 (6,150) Prepaid expenses and other assets 3,898 880 4,778 Accounts payable and accrued expenses 18,667 (1,048) 17,619 Net cash used in operating activities (142,702) — (142,702) Nine Months Ended September 30, 2023 (Unaudited) (Amounts in thousands) As Previously Reported Corrections As Corrected Cash Flows from Operating Activities: Net loss $ (475,441) $ (10,080) $ (485,521) Adjustments to reconcile net loss to net cash (used in)/provided by operating activities: Stock-based compensation 37,398 10,481 47,879 Change in operating lease of right-of-use assets 5,446 (2,241) 3,205 Change in operating assets and liabilities: Operating lease obligations (11,247) 2,525 (8,722) Other receivables, net 6,043 (476) 5,567 Prepaid expenses and other assets 15,035 (879) 14,156 Accounts payable and accrued expenses 4,648 (2,589) 2,059 Net cash used in operating activities (76,167) (3,259) (79,426) Cash Flows from Financing Activities: Payment of equity financing costs (16,634) 3,259 (13,375) Net cash provided by financing activities 327,671 3,259 330,930 The reclassifications had no impact on net cash flows from operating activities, cash flows from investing activities, or cash flows from financing activities or the condensed consolidated statements of changes in convertible preferred stock and stockholders’ equity (deficit) for the year ended December 31, 2022 and each of the respective interim periods ended March 31, June 30 and September 30, 2023. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||||||
Net loss | $ (353,889) | $ (87,626) | $ (131,632) | $ (485,521) | $ (536,420) | $ (877,077) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Business Combination has been accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Aurora was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Better issuing stock for the net assets of Aurora, accompanied by a recapitalization. All share amounts in periods prior to the Business Combination have been retroactively adjusted using the Exchange Ratio for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. The financials of Better are presented here for all comparative periods. |
Consolidation | The accompanying consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the fair value of mortgage loans held for sale, the fair value of derivative assets and liabilities, including bifurcated derivatives, interest rate lock commitments and forward sale commitments, the determination of a valuation allowance on the Company’s deferred tax assets, capitalization of internally developed software and its associated useful life, determination of fair value of the Company’s common stock, stock option and RSUs at grant date, the fair value of acquired intangible assets and goodwill, the provision for loan repurchase reserves, the incremental borrowing rate used in determining lease liabilities and the fair value of warrant liabilities. |
Business Combinations | The Company includes the financial results of businesses that the Company acquires from the date of acquisition. The Company records all assets acquired and liabilities assumed at fair value, with the excess of the purchase price over the aggregate fair values recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. During the measurement period the Company may record adjustments to the assets acquired and liabilities assumed. Transaction costs associated with business combinations are expensed as incurred. |
Cash and Cash Equivalents | Cash and cash equivalents consists of cash on hand and other highly liquid and short-term investments with maturities of 90 days or less at acquisition. Of the cash and cash equivalents balances as of December 31, 2023 and 2022, $1.4 million and $1.7 million, respectively, were insured by the Federal Deposit Insurance Corporation (“FDIC”). |
Restricted Cash | Restricted cash primarily consists of amounts provided as collateral for the Company’s various warehouse lines of credit as well as escrow funds received from and held on behalf of borrowers. In some instances, the Company may administer funds that are legally owned by a third-party which are excluded from the Company’s consolidated balance sheets. |
Short-term investments | Short term investments consist of fixed income securities, typically U.K. government treasury securities and U.K. government agency securities with maturities ranging from 91 days to one year. Management determines the appropriate classification of short-term investments at the time of purchase. Short-term investments reported as held-to-maturity are those investments which the Company has both the positive intent and ability to hold to maturity and are stated at amortized cost on the consolidated balance sheets. All of the Company’s short term investments are classified as held to maturity. The Company has not recognized any impairments on these investments. |
Allowance for Credit Losses | The Company's HTM Short-term investments are also required to utilize the Current Expected Credit Loss (“CECL”) approach to estimate expected credit losses. Management measures expected credit losses on short-term investments on a collective basis by major security types that share similar risk characteristics, such as financial asset type and collateral type adjusted for current conditions and reasonable and supportable forecasts. Management classifies the short term investments portfolio by security types, such as U.K. government agency. The U.K. government treasury securities and U.K. government agency securities are issued by U.K. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.K. government as to timely repayment of principal and interest, are highly rated by major rating agencies, and have a long history of no credit losses. Therefore, credit losses for these securities were immaterial as the Company does not currently expect any material credit losses. |
Mortgage Loans Held for Sale, at Fair Value | The Company sells its mortgage loans held for sale (“LHFS”) to loan purchasers. These loans can be sold in one of two ways, servicing released, or servicing retained. If a loan is sold servicing released, the Company has sold all the rights to the loan and the associated servicing rights. If a loan is sold servicing retained, the Company has sold the loan and kept the servicing rights, and thus the Company is responsible for collecting monthly principal and interest payments and performing certain escrow services for the borrower. The loan purchaser, in turn, pays a fee for these services. The Company generally sells all of its loans servicing released. For interim servicing, the Company engages a third-party sub-servicer to collect monthly payments and perform associated services. LHFS consists of loans originated for sale by BMC. The Company elects the fair value option, in accordance with Accounting Standard Codification (“ASC”) 825 – Financial Instruments (“ASC 825”), for all LHFS with changes in fair value recorded in mortgage platform revenue, net in the consolidated statements of operations and comprehensive loss. Management believes that the election of the fair value option for LHFS improves financial reporting by presenting the most relevant market indication of LHFS. The fair value of LHFS is based on market prices and yields at period end. The Company accounts for the gains or losses resulting from sales of mortgage loans based on the guidance of ASC 860-20 – Sales of Financial Assets (“ASC 860”). The Company issues interest rate lock commitments (“IRLC”) to originate mortgage loans and the fair value of the IRLC, adjusted for the probability that a given IRLC will close and fund, is recognized within mortgage platform revenue, net. Subsequent changes in the fair value of the IRLC are measured at each reporting period within mortgage platform revenue, net until the loan is funded. When the loan is funded, the IRLC is derecognized and the LHFS is recognized based on the fair value of the loan. The LHFS is subsequently remeasured at fair value at each reporting period and the changes in fair value are included within mortgage platform revenue, net until the loan is sold on the secondary market. When the loan is sold on the secondary market, the LHFS is derecognized and the gain/(loss) is included within mortgage platform revenue, net based on the cash settlement. LHFS are considered sold when the Company surrenders control over the loans. Control is considered to have been surrendered when the transferred loans have been isolated from the Company, are beyond the reach of the Company and its creditors, and the loan purchaser obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred loans. The above criteria are typically met contemporaneously as upon receipt of sales proceeds from the loan purchaser. |
Loan Repurchase Reserve | The Company sells LHFS in the secondary market and in connection with those sales, makes customary representations and warranties to the relevant loan purchasers about various characteristics of each loan, such as the origination and underwriting guidelines, including but not limited to the validity of the lien securing the loan, property eligibility, borrower credit, income and asset requirements, and compliance with applicable federal, state and local laws. In the event of a breach of its representations and warranties, the Company may be required to repurchase the loan with the identified defects.The loan repurchase reserve on loans sold relates to expenses incurred due to the potential repurchase of loans, indemnification of losses based on alleged violations or representations and warranties, which are customary to the mortgage banking industry. Provisions for potential losses are charged to expenses and are included within mortgage platform expenses on the consolidated statements of operations and comprehensive loss. The loan repurchase reserve represents the Company’s estimate of the total losses expected to occur and is considered to be adequate by management based upon the Company’s evaluation of the potential exposure related to the loan sale agreements over the life of the associated loans sold. The Company records the loan repurchase reserve within other liabilities on the consolidated balance sheets. |
Other Receivables, Net | Other receivables, net is net of the allowance for credit losses, in accordance with Accounting Standards Codification (“ASC”) 326, Financial Instruments-Credit Losses, which requires an entity to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. Management’s estimate of credit losses is based on historical collection experience and a review of the current status of other receivables. allowance is based on historical collection experience and a review of the current status of other receivables. It is reasonably possible that management’s estimate of the allowance will change. No allowance has been taken as of December 31, 2023 and 2022, respectively, as the balances reflect amounts fully collectible. Other receivables, net consist primarily of amounts due from a third party loan sub-servicer, margin account balances with brokers, a major integrated relationship partner, and servicing partners of loan purchasers. |
Derivatives and Hedging Activities And Sponsor Locked-Up Shares | The Company enters into IRLCs to originate mortgage loans, at specified interest rates and within a specified period of time, with potential borrowers who have applied for a loan and meet certain credit and underwriting criteria. These IRLCs are not designated as accounting hedging instruments and are reflected in the consolidated balance sheets as derivative assets or liabilities at fair value with changes in fair value are recorded in current period earnings. Unrealized gains and losses on the IRLCs are recorded as derivative assets or liabilities on the consolidated balance sheets and in mortgage platform revenue, net within the consolidated statements of operations and comprehensive loss. The fair value of IRLCs are measured based on the value of the underlying mortgage loan, quoted MBS prices, estimates of the fair value of the mortgage servicing rights, and adjusted by the estimated loan funding probability, or “pull-through factor”. The Company enters into forward sales commitment contracts for the sale of its mortgage loans held for sale or in the pipeline. These contracts are loan sales agreements in which the Company commits in principle to delivering a mortgage loan of a specified principal amount and quality to a loan purchaser at a specified price on or before a specified date. Generally, the price the loan purchaser will pay the Company is agreed upon prior to the loan being funded (i.e., on the same day the Company commits to lend funds to a potential borrower). Under the majority of the forward sales commitment contracts if the Company fails to deliver the agreed-upon mortgage loans by the specified date, the Company must pay a “pair-off” fee to compensate the loan purchaser. The Company’s forward sale commitments are not designated as accounting hedging instruments and are reflected in the consolidated balance sheets as derivative assets or liabilities at fair value with changes in fair value are recorded in current period earnings. Unrealized gains and losses from changes in fair value on forward sales commitments are recorded as derivative assets or liabilities on the consolidated balance sheets and in mortgage platform revenue, net within the consolidated statements of operations and comprehensive loss. Forward commitments are entered into under arrangements between the Company and counterparties under Master Securities Forward Transaction Agreements, which contain a legal right to offset amounts due to and from the same counterparty and can be settled on a net basis. The Company has evaluated agreements with counterparties and for those counterparties that meet the conditions, positions are presented net. The Company does not utilize any other derivative instruments to manage risk. Derivatives and Hedging – Contracts in Entity’s Own Equity. |
Fair Value Measurements | Assets and liabilities recorded at fair value on a recurring basis on the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The price used to measure fair value is not adjusted for transaction costs. The principal market is the market in which the Company would sell or transfer the asset with the greatest volume and level of activity for the asset. In determining the principal market for an asset or liability, it is assumed that the Company has access to the market as of the measurement date. If no market for the asset exists, or if the Company does not have access to the principal market, a hypothetical market is used. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 —Unadjusted quoted market prices in active markets for identical assets or liabilities; Level 2 —Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis include LHFS, derivative assets and liabilities, including IRLCs and forward sale commitments, bifurcated derivatives, convertible preferred stock warrants and warrant liabilities. Common stock warrants are measured at fair value at issuance only and are classified as equity on the consolidated balance sheets. When developing fair value measurements, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs. However, for certain instruments, the Company must utilize unobservable inputs in determining fair value due to the lack of observable inputs in the market, which requires greater judgment in measuring fair value. In instances where there is limited or no observable market data, fair value measurements for assets and liabilities are based primarily upon the Company’s own estimates, and the measurements reflect information and assumptions that management believes a market participant would use in pricing the asset or liability. Upon the Closing of the Business Combination and issuance of the Convertible Note, the Loan commitment asset was reclassified as a discount to the Convertible Note and was amortized as part of interest expense over the term of the note. |
Property and Equipment | Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation expense is computed on the straight-line method over the estimated useful life of the asset, generally three four The Company’s property and equipment are considered long-lived assets and are reviewed for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the sum of the undiscounted cash flows expected to result from the use and eventual disposal of the asset and the asset’s carrying amount. |
Goodwill | Goodwill represents the excess of the purchase price of an acquired business over the fair value of the assets acquired, less liabilities assumed in connection with the acquisition. Goodwill is tested for impairment at least annually on the first day of the fourth quarter at each reporting unit level, or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired, and is required to be written down when impaired. The guidance for goodwill impairment testing begins with an optional qualitative assessment to determine whether it is more likely than not that goodwill is impaired. The Company is not required to perform a quantitative impairment test unless it is determined, based on the results of the qualitative assessment, that it is more likely than not that goodwill is impaired. The quantitative impairment test is prepared at the reporting unit level. In performing the impairment test, management compares the estimated fair values of the applicable reporting units to their aggregate carrying values, including goodwill. If the carrying amounts of a reporting unit including goodwill were to exceed the fair value of the reporting unit, an impairment loss is recognized within the consolidated statements of operations and comprehensive loss in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company currently has only one reporting unit. |
Internal Use Software and Other Intangible Assets, Net | The Company reports and accounts for acquired intellectual properties included in other intangible asset with an indefinite life, such as domain name, under ASC 350, Intangibles-Goodwill and Other (“ASC 350”). Intangible assets with indefinite lives are recorded at their estimated fair value at the date of acquisition and are tested for impairment on an annual basis as well as when there is reason to suspect that their values have been diminished or impaired. Any write-downs will be included in results from operations. Intangible assets with finite lives are recorded at their estimated fair value at the date of acquisition and are amortized over their estimated useful lives using the straight-line method. The Company capitalizes certain development costs incurred in connection with its internal use software and website development. Software costs incurred in the preliminary stages of development are expensed as incurred. Once a software application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial software testing. The Company also capitalizes costs related to specific software upgrades and enhancements when it is probable the expenditures will result in additional features and functionality. Software maintenance costs are expensed as incurred. For website development, costs incurred in the planning stage are expensed as incurred whereas costs associated with the application and infrastructure development, graphics development, and content development are capitalized depending on the type of cost in each of those respective stages. Internal use software and website development are amortized on a straight-line basis over its estimated useful life, generally three years. |
Impairment of Long-Lived Assets and Indefinite-Lived Intangible Assets | Long‑lived assets, including property and equipment, right-of-use assets, capitalized software, and other finite-lived intangible assets, are evaluated for recoverability when events or changes in circumstances indicate that the asset may have been impaired. In evaluating an asset for recoverability, the Company considers the future cash flows expected to result from the continued use of the asset and the eventual disposition of the asset. If the sum of the expected future cash flows, on an undiscounted basis, is less than the carrying amount of the asset, an impairment loss equal to the excess of the carrying amount over the fair value of the asset is recognized. See Note 5 for details on the Company’s impairment losses included within restructuring and impairment expenses on the consolidated statements of operations and comprehensive loss. Impairment of Indefinite-Lived Intangible Assets —In accordance with ASC 350-30-65 Goodwill and Other Intangible Assets , the Company assesses the impairment of indefinite-lived intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review include items such as significant underperformance compared to historical or projected future operating results and significant changes in the manner or use of the acquired assets or the strategy for the overall business. |
Leases | The Company accounts for its leases in accordance with ASC 842, Leases (“ASC 842”). The Company’s lease portfolio primarily consists of operating leases for a number of small offices across the country for licensing purposes as well as several larger offices for employee and Company headquarters. The Company also leases various types of equipment, such as laptops and printers. The Company determines whether an arrangement is a lease at inception. The Company has made an accounting policy election to exempt leases with an initial term of 12 months or less (“short-term leases”) from being recognized on the balance sheet. Short-term leases are not material in comparison to the Company’s overall lease portfolio. Payments related to short-term leases are recognized in the consolidated statement of operations and comprehensive loss on a straight-line basis over the lease term. The Company also elected not to separate non-lease components of a contract from the lease component to which they relate. For leases with initial terms of greater than 12 months, the Company determines its classification as an operating or finance lease. At lease commencement, the Company recognizes a lease obligation and corresponding right-of-use asset based on the initial present value of the fixed lease payments using the Company's incremental borrowing rates for its population of leases. For leases that qualify as an operating lease, the right-of-use assets related to operating lease obligations are recorded in right-of-use assets in the consolidated balance sheets. The rate implicit on the Company’s leases are not readily determinable, therefore, management uses its incremental borrowing rate to discount the lease payments based on the information available at lease commencement. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow over a similar term, and with a similar security, in a similar economic environment, an amount equal to the fixed lease payments. The commencement date is the date the Company takes initial possession or control of the leased premise or asset, which is generally when the Company enters the leased premises and begins to make improvements in preparation for its intended use. Non-cancelable lease terms for most of the Company's real estate leases typically range between 1-10 years and may also provide for renewal options. Renewal options are typically solely at the Company’s discretion and are only included within the lease term when the Company is reasonably certain that the renewal options would be exercised. When a modification to the contractual terms occurs, the lease liability and right-of-use asset is remeasured based on the remaining lease payments and incremental borrowing rate as of the effective date of the modification. The Company evaluates its right-of-use assets for impairment consistent with the impairments of long-lived assets policy disclosure described above. Financing Leases —For leases that qualify as a finance lease, the right-of-use assets related to finance lease obligations are recorded in property and equipment as finance lease assets and are depreciated over the estimated useful life. The expense is included as a component of depreciation and amortization expense on the consolidated statements of operations and comprehensive loss. Sales-Type Leases —The Company’s product offering includes a Cash Offer Program where the Company works with a prospective buyer (“Buyer”) to identify and purchase a home directly from a seller (“Seller”) and then subsequently sell the home to the Buyer (see further description of Cash Offer Program within the Revenue Recognition section below). In most instances, the Buyer will lease the home from the Company while the Buyer and Company go through the customary closing procedures to transfer ownership of the home to the Buyer. The Company accounts for these leases as a sales-type lease under ASC 842 and at lease commencement recognizes: • Revenue for the lease payments, which includes the sales price of the home, which is included within cash offer program revenue on the consolidated statements of operations and comprehensive loss. • Expenses for the cost of the home, including transaction closing costs, which is included within cash offer program expenses on the consolidated statements of operations and comprehensive loss. • Net investment in the lease, which is included within prepaid expenses and other assets on the consolidated balance sheets, which consists of the minimum lease payments not yet received and the purchase price of the home to be financed through a mortgage. When the Buyer has exercised the purchase option, the Company will derecognize the net investment in the lease which is offset by cash received from the Buyer for the purchase price of the home. For transactions that include a lease with the Buyer, the transaction from lease commencement to the closing and transfer of ownership of the home from the Company to the Buyer is typically completed in 1 to 90 days. The Cash Offer Program began in the fourth quarter of 2022 and as of December 31, 2023 and 2022, net investment in leases was none and $0.9 million, respectively, and included within prepaid expenses and other assets on the consolidated balance sheets. The Company had no leases greater than 180 days and 30 days as of December 31, 2023 and 2022, respectively. |
Leases | The Company accounts for its leases in accordance with ASC 842, Leases (“ASC 842”). The Company’s lease portfolio primarily consists of operating leases for a number of small offices across the country for licensing purposes as well as several larger offices for employee and Company headquarters. The Company also leases various types of equipment, such as laptops and printers. The Company determines whether an arrangement is a lease at inception. The Company has made an accounting policy election to exempt leases with an initial term of 12 months or less (“short-term leases”) from being recognized on the balance sheet. Short-term leases are not material in comparison to the Company’s overall lease portfolio. Payments related to short-term leases are recognized in the consolidated statement of operations and comprehensive loss on a straight-line basis over the lease term. The Company also elected not to separate non-lease components of a contract from the lease component to which they relate. For leases with initial terms of greater than 12 months, the Company determines its classification as an operating or finance lease. At lease commencement, the Company recognizes a lease obligation and corresponding right-of-use asset based on the initial present value of the fixed lease payments using the Company's incremental borrowing rates for its population of leases. For leases that qualify as an operating lease, the right-of-use assets related to operating lease obligations are recorded in right-of-use assets in the consolidated balance sheets. The rate implicit on the Company’s leases are not readily determinable, therefore, management uses its incremental borrowing rate to discount the lease payments based on the information available at lease commencement. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow over a similar term, and with a similar security, in a similar economic environment, an amount equal to the fixed lease payments. The commencement date is the date the Company takes initial possession or control of the leased premise or asset, which is generally when the Company enters the leased premises and begins to make improvements in preparation for its intended use. Non-cancelable lease terms for most of the Company's real estate leases typically range between 1-10 years and may also provide for renewal options. Renewal options are typically solely at the Company’s discretion and are only included within the lease term when the Company is reasonably certain that the renewal options would be exercised. When a modification to the contractual terms occurs, the lease liability and right-of-use asset is remeasured based on the remaining lease payments and incremental borrowing rate as of the effective date of the modification. The Company evaluates its right-of-use assets for impairment consistent with the impairments of long-lived assets policy disclosure described above. Financing Leases —For leases that qualify as a finance lease, the right-of-use assets related to finance lease obligations are recorded in property and equipment as finance lease assets and are depreciated over the estimated useful life. The expense is included as a component of depreciation and amortization expense on the consolidated statements of operations and comprehensive loss. Sales-Type Leases —The Company’s product offering includes a Cash Offer Program where the Company works with a prospective buyer (“Buyer”) to identify and purchase a home directly from a seller (“Seller”) and then subsequently sell the home to the Buyer (see further description of Cash Offer Program within the Revenue Recognition section below). In most instances, the Buyer will lease the home from the Company while the Buyer and Company go through the customary closing procedures to transfer ownership of the home to the Buyer. The Company accounts for these leases as a sales-type lease under ASC 842 and at lease commencement recognizes: • Revenue for the lease payments, which includes the sales price of the home, which is included within cash offer program revenue on the consolidated statements of operations and comprehensive loss. • Expenses for the cost of the home, including transaction closing costs, which is included within cash offer program expenses on the consolidated statements of operations and comprehensive loss. • Net investment in the lease, which is included within prepaid expenses and other assets on the consolidated balance sheets, which consists of the minimum lease payments not yet received and the purchase price of the home to be financed through a mortgage. When the Buyer has exercised the purchase option, the Company will derecognize the net investment in the lease which is offset by cash received from the Buyer for the purchase price of the home. For transactions that include a lease with the Buyer, the transaction from lease commencement to the closing and transfer of ownership of the home from the Company to the Buyer is typically completed in 1 to 90 days. The Cash Offer Program began in the fourth quarter of 2022 and as of December 31, 2023 and 2022, net investment in leases was none and $0.9 million, respectively, and included within prepaid expenses and other assets on the consolidated balance sheets. The Company had no leases greater than 180 days and 30 days as of December 31, 2023 and 2022, respectively. |
Debt | Warehouse lines of credit represent the outstanding balance of the Company’s warehouse borrowings collateralized by mortgage loans held for sale or related borrowings collateralized by restricted cash. Generally, warehouse lines of credit are used as interim, short-term financing which bears interest at a fixed margin over an index rate, such as the Secured Overnight Financing Rate (“SOFR”). The outstanding balance of the Company’s warehouse lines of credit will fluctuate based on its lending volume. The advances received under the warehouse lines of credit are based upon a percentage of the fair value or par value of the mortgage loans collateralizing the advance, depending upon the type of mortgage loan. Should the fair value of the pledged mortgage loans decline, the warehouse provider may require the Company to provide additional cash collateral or mortgage loans to maintain the required collateral level under the relevant warehouse line. The Company did not incur any significant issuance costs related to its warehouse lines of credit. As part of the Closing of the Business Combination, the Company issued convertible notes. Upon initial issuance, convertible notes are evaluated for redemption and conversion features that could result in embedded derivatives that require bifurcation from the notes. Upon initial issuance, any embedded derivatives are measured at fair value. Convertible notes proceeds are allocated between the carrying value of the notes and the fair value of embedded derivatives on the initial issuance date. Any portion of proceeds allocated to embedded derivatives are treated as reductions in, or discounts to, the carrying value of the convertible notes on the issuance date. Embedded derivatives are adjusted to fair value at each reporting period, with the change in fair value included within the consolidated statements of operations and comprehensive income (loss). See Note 13 for further details on the Company’s Convertible Note. |
Warrant Liabilities | The Company assumed publicly-traded warrants (“Public Warrants”) issued in Aurora’s initial public offering, private placement warrants issued by Aurora in connection with its formation and warrants attached to certain private placement units (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). Each Warrant issued entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments, at any time commencing 30 days after the consummation of the Business Combination (which for the avoidance of doubt was September 21, 2023). The Public Warrants are publicly traded and may be exercised on a cashless basis upon the occurrence of certain conditions. The Private Warrants are exercisable on a cashless basis and are not redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees, subject to certain exceptions. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company evaluated the Public Warrants and Private Warrants and concluded that both meet the definition of a derivative and will be accounted for at fair value in accordance with ASC Topic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity |
Income Taxes | Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income or expense in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred income tax assets to the amount expected to be realized based on management’s consideration of all positive and contradictory evidence available. The Company evaluates uncertainty in income tax positions based on a more-likely-than-not recognition standard. If that threshold is met, the tax position is then measured at the largest amount that is greater than 50% likely of being realized upon ultimate settlement. If applicable, the Company records interest and penalties as a component of income tax expense. |
Deferred Revenue and Revenue Recognition | Deferred revenue consists of fees paid to the Company in advance for the origination of loans. Such fees primarily include advance payments for loan origination and servicing on behalf of an integrated relationship partner. Deferred revenue is included within other liabilities on the consolidated balance sheets,The Company generates revenue from the following streams: a) Mortgage platform revenue, net includes revenues generated from the Company's mortgage production process. See Note 4. The components of mortgage platform revenue, net are as follows: i. Net gain (loss) on sale of loans—This represents the premium or discount the Company receives in excess of the loan principal amount and certain fees charged by loan purchasers upon sale of loans into the secondary market. Net gain (loss) on sale of loans includes unrealized changes in the fair value of LHFS which are recognized on a loan by loan basis as part of current period earnings until the loan is sold on the secondary market. The fair value of LHFS is measured based on observable market data. Also included within net gain (loss) on sale of loans is the day one recognition of the fair value of MSRs and any subsequent changes in the measurement of the fair value of the MSRs for loans sold servicing retained, including any gain or loss on subsequent sales of MSRs, and the reduction of revenue related to early payoff fees. ii. Integrated relationship revenue (loss)—Includes fees that the Company receives for originating loans on behalf of an integrated relationship partner which are recognized as revenue (loss) upon the integrated relationship partner’s funding of the loan. Some of the loans originated on behalf of the integrated relationship partner are purchased by the Company. Subsequent changes in fair value of loans purchased by the Company are included as part of current period earnings. These loans may be sold in the secondary market at the Company’s discretion for which any gain on sale is included in this account. For loans sold on the secondary market, the integrated relationship partner will receive a portion of the execution proceeds. A portion of the execution proceeds that is to be allocated to the integrated relationship partner is accrued as a reduction of integrated relationship revenue (loss) when the loan is initially purchased from the integrated relationship partner. iii. Changes in fair value of IRLCs and forward sale commitments—IRLCs include the fair value upon issuance with subsequent changes in the fair value recorded in each reporting period until the loan is sold on the secondary market. Fair value of forward sale commitments hedging IRLC and LHFS are measured based on quoted prices for similar assets. b) Cash offer program revenue—The Company’s product offering includes a Cash Offer Program where the Company works with a Buyer to identify and purchase a home directly from a property Seller. The Company will then subsequently sell the home to the Buyer. The Buyer may lease the home from the Company while the Buyer and Company go through the customary closing process to transfer ownership of the home to the Buyer. Arrangements where the Buyer leases the home from the Company are accounted for under ASC 842 while arrangements where the Buyer does not lease the home are accounted for under ASC 606. The Buyer does not directly or indirectly contract with the Seller. For arrangements under the Cash Offer Program that do not involve a lease, upon closing on the sale of the home from the Seller to the Company, the Company holds legal title of the home. The Company is responsible for any obligations related to the home while it holds title and is the legal owner and as such is considered the principal in the transaction. The Company holds in inventory any homes where the Buyer does not subsequently purchase from the Company as well as homes held while the Company is waiting to transfer the home to the Buyer. Inventory of homes are included within prepaid expenses and other assets on the consolidated balance sheets. The Company recognizes revenue at the time of the closing of the home sale when title to and possession of the home are transferred to the Buyer. The amount of revenue recognized for each home sale is equal to the full sales price of the home. The contracts with the Buyers contain a single performance obligation that is satisfied upon the closing of the transaction and is typically completed in 1 to 90 days. The Company does not offer warranties for sold homes, and there are no continuing performance obligations following the transaction close date. Also included in cash offer program revenue is revenue from transactions where the Company purchases the home from the Seller and subsequently leases the home to the Buyer until the title is transferred to the Buyer which is accounted for under ASC 842 in line with the Company’s accounting policy on sales-type leases as described above. c) Other platform revenue consists of revenue from the Company’s additional homeownership offerings which primarily consist of title insurance, settlement services, and other homeownership offerings. Title insurance, settlement services, and other homeownership offerings—Revenue from title insurance, settlement services, and other homeownership offerings is recognized based on ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”). ASC 606 outlines a single comprehensive model in accounting for revenue arising from contracts with customers. The core principle, involving a five-step process, of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company offers title insurance as an agent and works with third-party providers that underwrite the title insurance policies. For title insurance, the Company recognizes revenue from fees upon the completion of the performance obligation which is when the mortgage transaction closes. For title insurance, the Company is the agent in the transactions as the Company does not control the ability to direct the fulfillment of the service, is not primarily responsible for fulfilling the performance of the service, and does not assume the risk in a claim against a policy. Settlement services revenue includes fees charged for services such as title search fees, wire fees, policy and document preparation, and other mortgage settlement services. The Company recognizes revenues from settlement services upon completion of the performance obligation which is when the mortgage transaction closes. The Company may use a third-party to fulfill these services, but the Company is considered the principal in the transaction as it directs the fulfillment of the services and ultimately bears the risk of nonperformance. As the Company is the principal, revenues from settlement services are presented on a gross basis. Performance obligations for title insurance and settlement services are typically completed 40 to 60 days after the commencement of the loan origination process. Payment for these services is typically settled in cash as part of closing costs to the borrower upon closing of the mortgage transaction. Other homeownership offerings consist primarily of real estate services. For real estate services, the Company generates revenues from fees related to real estate agent services, including cooperative brokerage fees from the Company’s network of third-party real estate agents, as well as brokerage fees earned when the Company provides it’s in-house real estate agents to assist customers in the purchase or sale of a home. The Company recognizes revenues from real estate services upon completion of the performance obligation which is when the mortgage transaction closes. Performance obligations for real estate services are typically completed 40 to 60 days after the commencement of the home search process. Payment for these services is typically settled in cash as part of closing costs to the borrower upon closing of the mortgage transaction. d) |
Foreign Currency Translation | The U.S. dollar is the functional currency of the Company’s consolidated entities operating in the United States. The Company’s non U.S. dollar functional currency operations include a non-operating service entity as well as several operating entities resulting from acquisitions. All balance sheet accounts have been translated using the exchange rates in effect as of the balance sheet date. Amounts in the consolidated statement of operations and comprehensive loss have been translated using the monthly average exchange rates for each month in the year. Accumulated net translation adjustments have been reported separately in other comprehensive loss in the consolidated statements of operations and comprehensive loss. |
Mortgage Platform, Cash Offer Program, and Other Platform Expenses | Mortgage platform expenses consist primarily of origination expenses, appraisal fees, processing expenses, underwriting, closing fees, servicing costs, and sales and operations personnel related expenses. Sales and operations personnel related expenses include compensation and related benefits, stock-based compensation, and allocated occupancy expenses and related overhead based on headcount. These expenses are expensed as incurred with the exception of stock-based compensation, which is recognized over the requisite service period.Better Cash Offer program expenses include the full cost of the home, including transaction closing costs and costs for maintaining the home before the legal title of the home is transferred to the Buyer. Better Cash Offer program expenses are recognized when title is transferred to the Buyer for arrangements recognized under ASC 606 and when the lease commences for arrangements recognized under ASC 842.Other platform expenses relate to other non-mortgage homeownership activities, including settlement service expenses, lead generation, and personnel related costs. Settlement service expenses consist of fees for transactional services performed by third-party providers for borrowers while lead generation expenses consist of fees for services related to real estate agents. Personnel related expenses include compensation and related benefits, stock-based compensation, and allocated occupancy expenses and related overhead based on headcount. Other platform expenses are expensed as incurred with the exception of stock-based compensation, which is recognized over the requisite service period. |
General and Administrative Expenses | General and administrative expenses include personnel related expenses, including stock-based compensation and benefits for executive, finance, accounting, legal, and other administrative personnel. In addition, general and administrative expenses include external legal, tax and accounting services, and allocated occupancy expenses and related overhead based on headcount. General and administrative expenses are expensed as incurred with the exception of stock-based compensation, which is recognized over the requisite service period. |
Marketing and Advertising Expenses | Marketing and advertising expenses consist of customer acquisition expenses, brand costs, paid advertising, and personnel related costs for brand teams. For customer acquisition expenses, the Company primarily generates loan origination leads through third-party financial service websites for which they incur “pay-per-click” expenses. A majority of the Company’s marketing and advertising expenses are incurred from leads purchased from these third-party financial service websites. Personnel related expenses include compensation and related benefits, stock-based compensation, and allocated occupancy expenses and related overhead based on headcount. Marketing and advertising expenses are expensed as incurred with the exception of stock-based compensation, which is recognized over the requisite service period. |
Technology and Product Development Expenses | Technology and product development expenses consist of employee compensation, amortization of capitalized internal-use software costs related to the Company’s technology platform, and expenses related to vendors engaged in product management, design, development, and testing of the Company’s websites and products. Employee compensation consists of stock-based compensation and benefits related to the Company’s technology team, product and creative team, and engineering team. Technology and product development expenses also include allocated occupancy expenses and related overhead based on headcount. Technology and product development expenses are expensed as incurred with the exception of stock-based compensation, which is recognized over the requisite service period. |
Stock-Based Compensation | The Company measures and records the expense related to stock-based compensation awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period and uses the straight-line method to recognize stock-based compensation. For stock-based compensation with performance conditions, the Company records stock-based compensation expense when it is deemed probable that the performance condition will be met. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option-pricing model to determine the fair value of stock options. The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-based compensation awards, including the option’s expected term and the price volatility of the underlying stock. The Company calculates the fair value of stock options granted using the following assumptions: a) Expected Volatility—The Company estimated volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the options’ expected term. b) Expected Term—The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The Company has elected to use the midpoint of the stock options vesting term and contractual expiration period to compute the expected term, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. c) Risk-Free Interest Rate—The risk-free interest rate is based on the implied yield currently available on US Treasury zero-coupon issues with a term that is equal to the options’ expected term at the grant date. d) Dividend Yield—The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero. Forfeitures of stock options and RSUs are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from initial estimates. The Company records compensation expense related to stock options issued to non-employees, including consultants based on the fair value of the stock options on the grant date over the service performance period as the stock options vest. The Company previously allowed stock option holders to early exercise stock options prior to the vesting date. The early exercise of stock options not yet vested are not reflected within stockholders’ equity or on the consolidated balance sheets as they relate to unvested share awards and therefore are considered non-substantive exercises. |
Net Income (Loss) Per Share | he Company followed the two-class method when computing net income (loss) per share, as the Company had issued shares that met the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. In historic periods where there was net income, we applied the two-class method to calculate basic and diluted net income (loss) per share of common stock, as our convertible preferred stock was a participating security. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Historically, in periods where there is a net loss, the two-class method of computing earnings per share does not apply as the Company’s convertible preferred stock did not contractually participate in losses. Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting net income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares. Historically, for purpose of this calculation, outstanding stock options, including stock options exercised not yet vested, convertible notes, convertible preferred stock and warrants to purchase shares of convertible preferred stock are considered potential dilutive common shares. Historically, the Company's convertible preferred stock contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reported a net loss attributable to common stockholders, such losses were not allocated to such participating securities. In addition, as the convertible preferred stock was able to convert into common stock, the Company used the more dilutive of the two-class method or the if-converted method in the calculation of diluted net income (loss) per share. |
Segments | The Company has one reportable segment. The Company’s chief operating decision maker, the Chief Executive Officer, reviews financial information presented on a company-wide basis for purposes of allocating resources and evaluating financial performance. |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted | In March 2020, the Financial Accounting Standard Board (“FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . In addition, in January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarified the scope and application of the original guidance. Subject to meeting certain criteria, the new guidance provides optional expedients and exceptions to applying contract modification accounting under existing U.S. GAAP, to address the expected phase out of the London Inter-bank Offered Rate (or “LIBOR”). This guidance is effective upon issuance and allows application to contract changes as early as January 1, 2020. The guidance is effective for all companies as of March 12, 2020 and can generally be applied through December 31, 2022. In December 2022, FASB issued ASU 2022-06, Reference Rate Reform ("Topic 848"): Deferral of the Sunset Date of Topic 848, because the current relief in Topic 848 may not cover a period of time during which a significant number of modifications may take place, the amendments in this Update defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The adoption of the new guidance did not have a material impact on the consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The amendments in this standard were issued to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investments in leases and other commitments to extend credit held by a reporting entity at each reporting date. The amendments require that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard eliminates the current framework of recognizing probable incurred losses and instead requires an entity to use its current estimate of all expected credit losses over the contractual life. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets. The amendments in this standard are effective for public companies for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and for all other entities beginning after December 15, 2022, including interim periods within those fiscal years. The Company early adopted ASU 2016-13 on January 1, 2021, and such adoption did not have a material effect on the Company’s consolidated financial statements. In July 2023, the FASB issued ASU 2023-03, “ Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock ” (“ASU 2023-03”). This ASU amends or supersedes various SEC paragraphs within the applicable codification to conform to past SEC staff announcements. This ASU does not provide any new guidance. ASU 2023-03 will become effective for the Company once the addition to the FASB Codification is made available. As of December 31, 2023, the Company does not expect ASU 2023-06 will have a material impact on the consolidated financial statements. In August 2023, the FASB issued ASU 2023-04, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 121 (“ASU 2023-04”). This ASU amends and adds various SEC paragraphs to the FASB Codification to reflect guidance regarding the accounting for obligations to safeguard crypto assets an entity holds for platform users. This ASU does not provide any new guidance. ASU 2023-04 will become effective for the Company once the addition to the FASB Codification is made available. As of December 31, 2023, the Company does not expect ASU 2023-04 will have any impact on the consolidated financial statements. In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). This ASU incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification (“Codification”). The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the Securities and Exchange Commission’s (the “SEC”) existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. ASU 2023-06 will become effective for each amendment on the effective date of the SEC's corresponding disclosure rule changes. As of December 31, 2023, the Company does not expect ASU 2023-06 will have a material impact on the consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures . This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for our annual fiscal year 2024, and interim periods starting in fiscal year 2025. Early adoption is permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company is currently assessing the impact of the disclosure requirements on the consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. The Company is currently assessing the impact of the disclosure requirements on the consolidated financial statements. Recent Securities and Exchange Commission (SEC) Final Rules Not Yet Adopted In March 2024, the SEC adopted final rules under SEC Release No. 33-11275: The Enhancement and Standardization of Climate-Related Disclosures for Investors , which requires registrants to provide certain climate-related information in their registration statements and annual reports. The rules require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The required information about climate-related risks will also include disclosure of a registrant's greenhouse gas emissions. In addition, the rules will require registrants to present certain climate-related financial metrics in their audited financial statements. These requirements are effective for the Company in various fiscal years, starting with its fiscal year beginning January 1, 2027. Disclosures will be required prospectively, with information for prior periods required only to the extent it was previously disclosed in an SEC filing. On April 4, 2024, the SEC determined to voluntarily stay the final rules pending certain legal challenges. The Company is currently evaluating the impact of these final rules on its consolidated financial statements and disclosures. |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Reverse Recapitalization | The number of shares of common stock issued immediately following the Business Combination was as follows: Number of Shares Class A Class B Class C Pre-Business Combination Better Stockholders 40,601,825 574,407,420 6,877,283 Legacy Aurora Public Shareholders 212,598 — — Legacy Aurora Non-public Shareholders (Sponsor and affiliates of Aurora) (1) 8,091,923 — — Pre-Closing Bridge Note Investors 40,000,000 — 65,000,000 Sponsor Share Purchase Investors 1,700,000 — — Total (1) 90,606,346 574,407,420 71,877,283 (1) |
Revenue and Sales-Type Leases (
Revenue and Sales-Type Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue [Abstract] | |
Schedule of Disaggregation of Revenue | Mortgage platform revenue, net consisted of the following: Year Ended December 31, (Amounts in thousands) 2023 2022 Net gain (loss) on sale of loans $ 37,667 $ (68,231) Integrated partnership revenue (loss) 13,308 (8,680) Changes in fair value of IRLCs and forward sale commitments 10,353 178,196 Total mortgage platform revenue, net $ 61,328 $ 101,285 Cash offer program revenue consisted of the following: Year Ended December 31, (Amounts in thousands) 2023 2022 Revenue related to ASC 606 $ — $ 12,313 Revenue related to ASC 842 304 216,408 Total cash offer program revenue $ 304 $ 228,721 Other platform revenue consisted of the following: Year Ended December 31, (Amounts in thousands) 2023 2022 Real estate services $ 7,092 $ 23,053 Homeowners Insurance Services 2,974 2,296 Title insurance 52 7,010 Settlement services 15 4,222 Other homeownership offerings 1,160 1,780 Total other platform revenue $ 11,293 $ 38,362 Sales-type Leases— The following table presents the revenue and expenses recognized at the commencement date of sales-type leases for the periods indicated: Year Ended December 31, (Amounts in thousands) 2023 2022 Cash offer program revenue $ 304 $ 216,408 Cash offer program expenses $ 278 $ 217,609 |
Restructuring and Impairments (
Restructuring and Impairments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | For the years ended December 31, 2023 and 2022, the Company’s restructuring and impairment expenses consists of the following: Year Ended December 31, (Amounts in thousands) 2023 2022 Impairment of Loan Commitment Asset $ — $ 105,604 Employee one-time termination benefits 2,968 102,261 Write-off of capitalized merger transaction costs — 25,787 Impairments of Right-of-Use Assets 2,321 6,493 Real estate restructuring costs 5,284 — Gain on lease settlement (3,891) — Impairments of intangible assets 2,332 1,965 Impairment of property and equipment 7,934 4,042 Impairment of investments 200 — Other restructuring (gains) losses 311 333 Total Restructuring and Impairments $ 17,459 $ 246,485 |
Mortgage Loans Held for Sale _2
Mortgage Loans Held for Sale and Warehouse Lines of Credit (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Mortgage Loans Held For Sale And Warehouse Agreement Borrowings [Abstract] | |
Schedule of Warehouse Lines Of Credit | The Company has the following outstanding warehouse lines of credit: December 31, (Amounts in thousands) Maturity Facility Size 2023 2022 Funding Facility 1 (1) January 31, 2024 $ 100,000 $ 61,709 89,673 Funding Facility 2 (2) August 4, 2023 — — 9,845 Funding Facility 3 (3) December 6, 2024 150,000 40,088 44,531 Funding Facility 4 (4) August 2, 2024 175,000 24,421 — Total warehouse lines of credit $ 425,000 $ 126,218 $ 144,049 __________________ (1) Interest charged under the facility is at the 30-day term SOFR plus 2.125%. Cash collateral deposit of $15.0 million is maintained. Subsequent to December 31, 2023, the Company extended the maturity to July 31, 2024. (2) Interest charged under the facility was at the 30-day term SOFR plus 1.77%. Funding Facility 2 matured on August 4, 2023 and the Company did not extend beyond maturity. Prior to maturity, the size of the facility was $150.0 million. (3) Interest charged under the facility is at the 30-day term SOFR plus 2.10%-2.25%. Cash collateral deposit of $3.8 million was maintained and included in restricted cash. (4) Interest charged under the facility is at the 30-day term SOFR plus 1.75% - 3.75%. There is no cash collateral deposit maintained as of December 31, 2023. |
Schedule Of Loans Held For Sale | The Company’s LHFS are summarized below by those pledged as collateral and those fully funded by the Company: December 31, (Amounts in thousands) 2023 2022 Funding Facility 1 $ 63,483 $ 101,598 Funding Facility 2 — 10,218 Funding Facility 3 42,316 46,356 Funding Facility 4 26,894 — Total LHFS pledged as collateral 132,693 158,172 Company-funded LHFS 12,386 136,599 Company-funded Home Equity Line of Credit 25,098 8,320 Total LHFS 170,177 303,091 Fair value adjustment (27) (54,265) Total LHFS at fair value $ 170,150 $ 248,826 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment consists of the following: As of December 31, (Amounts in thousands) 2023 2022 Computer and Hardware $ 16,276 $ 18,614 Furniture and equipment 2,796 3,105 Land and buildings 3,030 3,030 Leasehold improvements 12,248 21,661 Finance lease assets — 3,761 Total property and equipment 34,349 50,171 Less: Accumulated depreciation (17,896) (19,741) Property and equipment, net $ 16,454 $ 30,430 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Assets And Liabilities, Lessee | The below table presents the lease related assets and liabilities recorded on the accompanying balance sheet: As of December 31, (Amounts in thousands) Balance Sheet Caption 2023 2022 Assets: Operating lease right-of-use assets Right-of-use asset $ 19,988 $ 39,723 Finance lease right-of-use assets Property and equipment, net — 2,162 Total leased assets $ 19,988 $ 41,885 Liabilities: Operating lease liabilities Lease liabilities $ 31,202 $ 57,508 Finance lease liabilities Other liabilities — 1,062 Total lease liabilities $ 31,202 $ 58,570 |
Schedule of Lease Cost | The components of operating lease costs were as follows: Year Ended December 31, (Amounts in thousands) 2023 2022 Operating lease cost $ 10,713 $ 17,645 Short-term lease cost 236 544 Variable lease cost 1,241 2,735 Total operating lease cost $ 12,190 $ 20,924 Operating lease costs are reported in the following line items within the consolidated statements of operations and comprehensive loss: Year Ended December 31, (Amounts in thousands) 2023 2022 Mortgage platform expenses $ 6,020 $ 14,238 General and administrative expenses 4,219 1,665 Marketing and advertising expenses 80 252 Technology and product development expenses 1,119 2,680 Other platform expenses 752 2,089 Total operating lease costs $ 12,190 $ 20,924 The components of finance lease costs were as follows: Year Ended December 31, 2023 (Amounts in thousands) Depreciation and Amortization Interest Expense Total Total finance lease cost $ 135 $ 39 $ 174 The components of finance lease costs were as follows: Year Ended December 31, 2022 (Amounts in thousands) Depreciation and Amortization Interest Expense Total Total finance lease cost $ 520 $ 273 $ 793 Supplemental cash flow and non-cash information related to leases were as follows: Year Ended December 31, (Amounts in thousands) 2023 2022 Cash paid for amounts included in measurement of operating lease liabilities $ 17,504 $ 18,686 Right-of-use assets obtained in exchange for lease liabilities: Operating lease right-of-use assets recognized $ 787 $ 4,722 Supplemental balance sheet information related to leases was as follows: Year Ended December 31, (Amounts in thousands) 2023 2022 Operating leases Weighted average remaining lease term (in years) 5.3 5.4 Weighted average discount rate 5.1 % 5.1 % Finance leases Weighted average remaining lease term (in years) 0.0 0.3 Weighted average discount rate — % 16.2 % |
Schedule of Lessee, Operating Lease, Liability, to be Paid, Maturity | As of December 31, 2023, the Company held no finance leases, and the maturity analysis of operating lease liabilities are as follows: (Amounts in thousands) Operating Leases 2024 $ 9,608 2025 7,224 2026 4,444 2027 4,315 2028 4,179 2029 and beyond 6,268 Total lease payments 36,038 Less amount representing interest (4,836) Total lease liabilities $ 31,202 |
Schedule of Finance Lease, Liability, to be Paid, Maturity | As of December 31, 2023, the Company held no finance leases, and the maturity analysis of operating lease liabilities are as follows: (Amounts in thousands) Operating Leases 2024 $ 9,608 2025 7,224 2026 4,444 2027 4,315 2028 4,179 2029 and beyond 6,268 Total lease payments 36,038 Less amount representing interest (4,836) Total lease liabilities $ 31,202 |
Schedule of Sales-type Lease, Lease Income | The following table presents the revenue, expenses, and gross margin recognized at the commencement date of sales-type leases for the periods indicated: Year Ended December 31, (Amounts in thousands) 2023 2022 Cash offer program revenue $ 304 $ 216,408 Cash offer program expenses 278 217,609 Gross Margin $ 26 $ (1,201) |
Goodwill and Internal Use Sof_2
Goodwill and Internal Use Software and Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | In connection with this acquisition, the Company recognized the following assets and liabilities: (Amounts in thousands) As of Acquisition Date Cash and cash equivalents $ 283 Property and equipment 20 Indefinite lived intangibles - Licenses 1,186 Goodwill 1,741 Other assets (1) 65 Accounts payable and accrued expenses (1) (161) Other liabilities (1) (193) Net assets acquired $ 2,941 __________________ (1) Carrying value approximates fair value given their short-term maturity periods In connection with this acquisition, the Company recognized the following assets and liabilities: (Amounts in thousands) As of Acquisition Date Cash and cash equivalents $ 2,907 Accounts receivable (1) 60 Short-term investments 8,729 Other assets 7,530 Property and equipment 83 Finite lived intangibles 854 Indefinite lived intangibles - Licenses 31 Goodwill 12,300 Accounts payable and accrued expenses (1) (248) Customer deposits (12,374) Other liabilities (1) (586) Net assets acquired $ 19,286 __________________ (1) Carrying value approximates fair value given their short-term maturity periods |
Schedule of Goodwill | Changes in the carrying amount of goodwill, net consisted of the following: Year Ended December 31, (Amounts in thousands) 2023 2022 Balance at beginning of period $ 17,388 $ 18,674 Goodwill acquired—Goodholm & Birmingham 14,041 — Measurement period adjustment 165 (375) Effect of foreign currency exchange rate changes 796 (911) Balance at end of period $ 32,390 $ 17,388 |
Schedule of Indefinite-Lived Intangible Assets | Internal use software and other intangible assets, net consisted of the following: As of December 31, 2023 (Amounts in thousands, except useful lives) Weighted Average Useful Lives (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible assets with finite lives Internal use software and website development 3.0 $ 136,879 $ (103,587) $ 33,292 Intellectual property and other 5.7 1,008 (254) $ 754 Total Intangible assets with finite lives, net 137,887 (103,841) 34,046 Intangible assets with indefinite lives Domain name 1,820 — $ 1,820 Licenses and other 2,260 — $ 2,260 Total Internal use software and other intangible assets, net $ 141,967 $ (103,841) $ 38,126 As of December 31, 2022 (Amounts in thousands, except useful lives) Weighted Average Useful Lives (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible assets with finite lives Internal use software and website development 3.0 $ 123,734 $ (67,319) $ 56,415 Intellectual property and other 7.5 3,449 (838) 2,611 Total Intangible assets with finite lives, net 127,183 (68,157) 59,026 Intangible assets with indefinite lives Domain name 1,820 — 1,820 Licenses and other 1,150 — 1,150 Total Internal use software and other intangible assets, net $ 130,153 $ (68,157) $ 61,996 |
Schedule of Finite-Lived Intangible Assets | Internal use software and other intangible assets, net consisted of the following: As of December 31, 2023 (Amounts in thousands, except useful lives) Weighted Average Useful Lives (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible assets with finite lives Internal use software and website development 3.0 $ 136,879 $ (103,587) $ 33,292 Intellectual property and other 5.7 1,008 (254) $ 754 Total Intangible assets with finite lives, net 137,887 (103,841) 34,046 Intangible assets with indefinite lives Domain name 1,820 — $ 1,820 Licenses and other 2,260 — $ 2,260 Total Internal use software and other intangible assets, net $ 141,967 $ (103,841) $ 38,126 As of December 31, 2022 (Amounts in thousands, except useful lives) Weighted Average Useful Lives (in years) Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible assets with finite lives Internal use software and website development 3.0 $ 123,734 $ (67,319) $ 56,415 Intellectual property and other 7.5 3,449 (838) 2,611 Total Intangible assets with finite lives, net 127,183 (68,157) 59,026 Intangible assets with indefinite lives Domain name 1,820 — 1,820 Licenses and other 1,150 — 1,150 Total Internal use software and other intangible assets, net $ 130,153 $ (68,157) $ 61,996 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Amortization expense related to intangible assets as of December 31, 2023 is expected to be as follows: (Amounts in thousands) Total 2024 $ 24,570 2025 7,273 2026 1,956 2027 154 2028 and thereafter 93 Total $ 34,046 |
Prepaid Expenses and Other As_2
Prepaid Expenses and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Assets | Prepaid expenses and other assets consisted of the following: As of December 31, (Amounts in thousands) 2023 2022 Prepaid expenses $ 27,859 $ 26,366 Tax receivables 8,348 18,139 Security Deposits 15,179 14,369 Loans held for investment 4,793 — Prepaid compensation asset — 5,615 Inventory—Homes — 1,139 Net investment in lease — 944 Total prepaid expenses and other assets $ 56,179 $ 66,572 |
Customer Deposits (Tables)
Customer Deposits (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deposits [Abstract] | |
Schedule of Average Balances and Weighted Average Rates Paid on Deposits | The following table presents average balances and weighted average rates paid on deposits for the years indicated: Year Ended December 31, 2023 (Amounts in thousands) Average Balance Average Rate Paid Notice $ 2,826 2.55 % Term 2,826 2.04 % Savings 5,324 2.19 % Total Deposits $ 10,976 2.26 % |
Schedule of Maturities of Customer Deposits | The following table presents maturities of customer deposits: (Amounts in thousands) As of December 31, 2023 Demand Deposits $ 4,670 Maturing In: 2024 4,715 2025 1,423 2026 1,031 2027 — Total 11,839 |
Schedule of Interest Expense on Deposits | Interest Expense on deposits is recorded in warehouse interest expense in the consolidated statements of operations and comprehensive loss for the year indicated as follows: Year Ended December 31, (Amounts in thousands) 2023 Notice $ 73 Term 23 Savings 96 Total Interest Expense $ 192 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Liabilities | Other liabilities consisted of the following: As of December 31, (Amounts in thousands) 2023 2022 Deferred Revenue 272 30,205 Loan Repurchase Reserve (Note 16) 19,472 26,745 Other Liabilities 6,092 2,982 Total other liabilities $ 25,837 $ 59,933 |
Risks and Uncertainties (Tables
Risks and Uncertainties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Schedule of Loan Repurchase Reserve Activity | The following presents the activity of the Company’s loan repurchase reserve: Year Ended December 31, (Amounts in thousands) 2023 2022 Loan repurchase reserve at beginning of year $ 26,745 $ 17,540 (Recovery)/Provision (1,823) 33,518 Charge-offs (5,450) (24,313) Loan repurchase reserve at end of year $ 19,472 $ 26,745 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Net Loss Per Share and Weighted Average Shares | The computation of net loss per share and weighted average shares of the Company's common stock outstanding during the periods presented is as follows: Year Ended December 31, (Amounts in thousands, except for share and per share amounts) 2023 2022 Basic net loss per share: Net loss $ (536,420) $ (877,077) Income allocated to participating securities — — Net loss attributable to common stockholders - Basic $ (536,420) $ (877,077) Diluted net loss per share: Net loss attributable to common stockholders - Basic $ (536,420) $ (877,077) Interest expense and change in fair value of bifurcated derivatives on convertible notes — — Income allocated to participating securities — — Net loss income attributable to common stockholders - Diluted $ (536,420) $ (877,077) Shares used in computation: Weighted average common shares outstanding 461,684,130 291,302,441 Weighted-average effect of dilutive securities: Assumed exercise of stock options — — Assumed exercise of warrants — — Assumed conversion of convertible preferred stock — — Diluted weighted-average common shares outstanding 461,684,130 291,302,441 Earnings (loss) per share attributable to common stockholders: Basic $ (1.16) $ (3.01) Diluted $ (1.16) $ (3.01) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share | The Company excluded the following securities, presented based on amounts outstanding at each year end, from the computation of diluted net loss per share attributable to common stockholders for the years indicated as including them would have had an anti-dilutive effect: Year Ended December 31, (Amounts in thousands) 2023 2022 Convertible preferred stock (2) — 332,315 Pre-Closing Bridge Notes — 758,633 RSUs and Options to purchase common stock (1) 48,125 131,919 Warrants to purchase convertible preferred stock (1) — 14,592 Public warrants (1) 6,075 — Private warrants (1) 3,733 — Sponsor locked-up shares (1) 694 — Warrants to purchase common stock (1) — 5,731 Total 58,627 1,243,190 __________________ (1) Securities have an antidilutive effect under the treasury stock method. (2) Securities have an anti-dilutive effect under the if-converted method. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis | The Company’s financial instruments measured at fair value on a recurring basis are summarized below: December 31, 2023 (Amounts in thousands) Level 1 Level 2 Level 3 Total Mortgage loans held for sale, at fair value $ — $ 170,150 $ — $ 170,150 Derivative assets, at fair value (1) — — 1,716 1,716 Total Assets $ — $ 170,150 $ 1,716 $ 171,866 Derivative liabilities, at fair value (1) $ — $ 872 $ 77 $ 949 Warrants and equity related liabilities, at fair value (2) 972 1,359 — 2,331 Total Liabilities $ 972 $ 2,231 $ 77 $ 3,280 December 31, 2022 (Amounts in thousands) Level 1 Level 2 Level 3 Total Mortgage loans held for sale, at fair value $ — $ 248,826 $ — $ 248,826 Derivative assets, at fair value (1) — 2,732 316 3,048 Bifurcated derivative — — 236,603 236,603 Total Assets $ — $ 251,558 $ 236,919 $ 488,477 Derivative liabilities, at fair value (1) $ — $ — $ 1,828 $ 1,828 Convertible preferred stock warrants (2) — — 3,096 3,096 Total Liabilities $ — $ — $ 4,924 $ 4,924 __________________ (1) As of December 31, 2023, derivative assets represent forward sale commitments, and liabilities represent both IRLCs and forward sale commitments. As of December 31, 2022, derivative assets and liabilities represent both IRLCs and forward sale commitments. (2) Fair value is based on the intrinsic value of the Company’s underlying stock price at each balance sheet date and includes certain assumptions with regard to volatility. |
Schedule of Notional and Fair Value of Derivative Financial Instruments | The notional and fair value of derivative financial instruments not designated as hedging instruments were as follows: (Amounts in thousands) Notional Value Derivative Asset Derivative Liability Balance as of December 31, 2023 IRLCs $ 227,380 $ 1,716 $ 77 Forward commitments $ 265,000 — 872 Total $ 1,716 $ 949 Balance as of December 31, 2022 IRLCs $ 225,372 $ 316 $ 1,828 Forward commitments $ 422,000 2,732 — Total $ 3,048 $ 1,828 |
Schedule of Change in Fair Value of Derivative Liabilities | The following table presents the rollforward of Level 3 IRLCs: Year Ended December 31, (Amounts in thousands) 2023 2022 Balance at beginning of year $ (1,513) $ 7,568 Change in fair value of IRLCs 3,153 (9,081) Balance at end of year $ 1,640 $ (1,513) The following table presents the rollforward of Level 3 bifurcated derivative: Year Ended December 31, (Amounts in thousands) 2023 2022 Balance at beginning of year $ 236,603 $ — Change in fair value of bifurcated derivative (236,603) 236,603 Balance at end of year $ — $ 236,603 |
Schedule of Change in Fair Value of Warrant Liabilities | The following table presents the rollforward of Level 3 convertible preferred stock warrants: Year Ended December 31, (Amounts in thousands) 2023 2022 Balance at beginning of year $ 3,096 $ 31,997 Issuances — — Exercises (2,829) — Change in fair value of convertible preferred stock warrants (266) (28,901) Balance at end of year $ — $ 3,096 |
Schedule of Offsetting Assets | The table below presents gross amounts of recognized assets and liabilities subject to master netting agreements. (Amounts in thousands) Gross Amount of Recognized Assets Gross Amount of Recognized Liabilities Net Amounts Presented in the Consolidated Balance Sheet Offsetting of Forward Commitments - Assets Balance as of: December 31, 2023: $ — $ — $ — December 31, 2022 $ 3,263 $ (531) $ 2,732 Offsetting of Forward Commitments - Liabilities Balance as of: December 31, 2023: $ 168 $ (1,041) $ (872) December 31, 2022 $ — $ — $ — |
Schedule of Offsetting Liabilities | The table below presents gross amounts of recognized assets and liabilities subject to master netting agreements. (Amounts in thousands) Gross Amount of Recognized Assets Gross Amount of Recognized Liabilities Net Amounts Presented in the Consolidated Balance Sheet Offsetting of Forward Commitments - Assets Balance as of: December 31, 2023: $ — $ — $ — December 31, 2022 $ 3,263 $ (531) $ 2,732 Offsetting of Forward Commitments - Liabilities Balance as of: December 31, 2023: $ 168 $ (1,041) $ (872) December 31, 2022 $ — $ — $ — |
Schedule of Quantitative Information about Significant Unobservable Inputs | The following table presents quantitative information about the significant unobservable inputs used in the recurring fair value measurements categorized within Level 3 of the fair value hierarchy: December 31, 2023 (Amounts in dollars, except percentages) Range Weighted Average Level 3 Financial Instruments: IRLCs Pull-through factor 0.77% - 100.00% 89.8 % December 31, 2022 (Amounts in dollars, except percentages) Range Weighted Average Level 3 Financial Instruments: IRLCs Pull-through factor 14.66% - 96.57% 79.6 % Bifurcated derivative Risk free rate 4.69% 4.69 % Expected term (years) 0.8 % 0.75 % Fair value of new preferred or common stock $10.63 - $19.05 $ 9.77 Convertible preferred stock warrants Risk free rate 3.94% - 4.04% 4.00 % Volatility rate 40.4% - 123.8% 65.0 % Expected term (years) 4.24 - 5.74 4.8 Fair value of common stock $0.00 - $6.60 $ 1.60 The Company valued these warrants at issuance and at each reporting period, using the Black-Scholes option-pricing model and their respective terms, as can be seen below: December 31, (Amounts in thousands, except per share amounts) 2022 Issuance Fair value per share Fair Value September 2018 $ 0.54 $ 1,256 February 2019 $ 0.54 84 March 2019 $ 0.35 397 April 2019 $ 0.35 1,240 March 2020 $ 0.29 119 Total $ 3,096 |
Schedule of Carrying Amounts and Estimated Fair Value of Financial Instruments Measured at Fair Value on Recurring or Non-Recurring Basis | The following table presents the carrying amounts and estimated fair value of financial instruments that are not recorded at fair value on a recurring or non-recurring basis: As of December 31, 2023 2022 (Amounts in thousands) Fair Value Level Carrying Amount Fair Value Carrying Amount Fair Value Short-term investments Level 1 $ 25,597 $ 25,563 $ — $ — Loans held for investment Level 3 $ 4,793 $ 5,103 $ — $ — Convertible Notes Level 3 $ 514,644 $ 309,135 $ — $ — Loan commitment asset Level 3 $ — $ — $ 16,119 $ 54,654 Pre-Closing Bridge Notes Level 3 $ — $ — $ 750,000 $ 269,067 Corporate line of credit Level 3 $ — $ — $ 144,403 $ 145,323 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income (Loss) Before Income Tax Expense (Benefit) | The components of income (loss) before income tax expense (benefit) are as follows: Year Ended December 31, (Amounts in thousands) 2023 2022 U.S. $ (504,096) $ (853,151) Foreign (30,326) (22,826) (Loss) income before income tax expense $ (534,422) $ (875,977) |
Schedule of Components of Income Taxes | The following table displays the components of the Company’s federal, state and local, and foreign income taxes. Year Ended December 31, (Amounts in thousands) 2023 2022 Current Income Tax Expense (Benefit): Federal $ 127 $ (658) Foreign 1,780 1,815 State and local 8 (130) Total Current Income Tax Expense (Benefit) 1,915 1,027 Deferred Income Tax Expense (Benefit): Federal (46,751) (138,339) Foreign (8,351) (6,967) State and local (7,436) (32,013) Valuation Allowance 62,621 177,392 Total Deferred Income Tax Expense (Benefit) 83 73 Income Tax Expense (Benefit) $ 1,998 $ 1,100 |
Schedule of Effective Tax Rate Reconciliation | The following table displays the difference between the U.S. federal statutory corporate tax rate and the effective tax rate. Year Ended December 31, 2023 2022 US federal statutory corporate tax rate 21.00 % 21.00 % State and local tax 1.02 % 2.87 % Stock-based compensation -0.74 % -0.68 % Fair value of warrants -9.33 % 6.37 % Others -0.79 % 0.03 % Foreign tax rate differential 0.23 % 0.09 % R&D tax credit — % 0.13 % Unrecognized tax benefits -0.02 % 0.08 % Interest - Pre-Closing Bridge Notes — % -6.54 % Restructuring costs — % -3.19 % Change in valuation allowance -11.75 % -20.29 % Effective Tax Rate -0.38 % -0.13 % |
Schedule of Deferred Income Tax Assets and Deferred Income Tax Liabilities | The following table displays deferred income tax assets and deferred income tax liabilities: As of December 31, (Amounts in thousands) 2023 2022 Deferred Income Tax Assets Net operating loss $ 334,955 $ 243,632 Non-qualified stock options — 1,735 Reserves 4,550 5,092 Loan repurchase reserve 5,219 12,991 Restructuring reserve 2,532 757 Accruals — 112 Deferred revenue 22 7,688 Internal use software 6,172 — Other 2,382 3,908 Total Deferred Income Tax Assets 355,832 275,915 Deferred Income Tax Liabilities Non-qualified stock options (6,215) — Internal use software — (3,167) Intangible assets (840) (547) Depreciation (1,741) (1,775) Total Deferred Income Tax Liabilities (8,796) (5,489) Net Deferred Tax Asset before Valuation Allowance 347,036 270,426 Less: Valuation Allowance (346,833) (270,139) Deferred Income Tax Assets, Net $ 203 $ 287 |
Schedule of Reconciliation of Gross Unrecognized Tax Benefits | A reconciliation of the beginning and ending balances of gross unrecognized tax benefits is as follows: Year Ended December 31, (Amounts in thousands) 2023 2022 Unrecognized tax benefits - January 1 $ 1,353 $ 4,070 Gross increases - tax positions in prior period — — Gross decreases - tax positions in prior period — (2,717) Gross increases - tax positions in current period — — Settlement — — Lapse of statute of limitations — — Unrecognized tax benefits - December 31 $ 1,353 $ 1,353 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Convertible Preferred Stock and Warrants Outstanding | As of December 31, 2022, the Company had outstanding the following series of convertible preferred stock: As of December 31, 2022 (Amounts in thousands, except share amounts) Shares Shares Issued and Series D Preferred Stock 26,178,574 23,786,379 Series D-1 Preferred Stock 26,178,574 — Series D-2 Preferred Stock 21,305,758 20,390,896 Series D-3 Preferred Stock 914,862 914,862 Series D-4 Preferred Stock 1,062,009 1,062,009 Series D-5 Preferred Stock 1,062,009 — Series C Preferred Stock 132,946,826 100,138,544 Series C-1 Preferred Stock 132,946,826 8,939,693 Series C-2 Preferred Stock 18,624,354 14,018,524 Series C-3 Preferred Stock 19,741,818 8,367,368 Series C-4 Preferred Stock 2,171,064 2,171,064 Series C-5 Preferred Stock 18,624,354 4,605,830 Series C-6 Preferred Stock 19,741,818 11,374,450 Series C-7 Preferred Stock 9,833,660 4,469,846 Series B Preferred Stock 39,753,024 28,583,364 Series B-1 Preferred Stock 12,531,940 11,169,660 Series A Preferred Stock 93,850,533 69,267,349 Series A-1 Preferred Stock 24,937,838 23,054,899 Total convertible preferred stock 602,405,839 332,314,737 As of December 31, 2022, the Company had outstanding the following convertible preferred stock warrants: (Amounts in thousands, except no. warrants and strike prices) No. Warrants Issuance Share Class Issue Date Expiration Date As of December 31, 2022 Strike Valuation at Issuance September 2018 Series C Preferred 9/28/2018 9/28/2028 2,312,296 $ 0.59 $ 170 February 2019 Series C Preferred 2/6/2019 9/28/2028 153,807 $ 0.59 $ 12 March 2019 Series C Preferred 3/29/2019 3/29/2026 1,146,214 $ 1.12 $ 87 April 2019 Series C Preferred 4/17/2019 4/17/2029 3,575,879 $ 1.12 $ 313 March 2020 Series C Preferred 3/25/2020 3/25/2027 410,228 $ 1.64 $ 201 Total 7,598,424 |
Schedule of Assumptions Used to Value Warrants | The following table presents quantitative information about the significant unobservable inputs used in the recurring fair value measurements categorized within Level 3 of the fair value hierarchy: December 31, 2023 (Amounts in dollars, except percentages) Range Weighted Average Level 3 Financial Instruments: IRLCs Pull-through factor 0.77% - 100.00% 89.8 % December 31, 2022 (Amounts in dollars, except percentages) Range Weighted Average Level 3 Financial Instruments: IRLCs Pull-through factor 14.66% - 96.57% 79.6 % Bifurcated derivative Risk free rate 4.69% 4.69 % Expected term (years) 0.8 % 0.75 % Fair value of new preferred or common stock $10.63 - $19.05 $ 9.77 Convertible preferred stock warrants Risk free rate 3.94% - 4.04% 4.00 % Volatility rate 40.4% - 123.8% 65.0 % Expected term (years) 4.24 - 5.74 4.8 Fair value of common stock $0.00 - $6.60 $ 1.60 The Company valued these warrants at issuance and at each reporting period, using the Black-Scholes option-pricing model and their respective terms, as can be seen below: December 31, (Amounts in thousands, except per share amounts) 2022 Issuance Fair value per share Fair Value September 2018 $ 0.54 $ 1,256 February 2019 $ 0.54 84 March 2019 $ 0.35 397 April 2019 $ 0.35 1,240 March 2020 $ 0.29 119 Total $ 3,096 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Classes of Common Stock | The Company's equity structure consists of different classes of common stock which as presented below: As of December 31, 2023 (Amounts in thousands, except share amounts) Shares Shares Issued and Par Common A Stock 1,800,000,000 359,360,386 $ 35 Common B Stock 700,000,000 320,535,692 32 Common C Stock 800,000,000 71,877,283 7 Total common stock 3,300,000,000 751,773,361 $ 74 As of December 31, 2022 (Amounts in thousands, except share amounts) Shares Shares Issued and Par Common A Stock 24,452,565 24,452,565 $ 3 Common B Stock 588,261,164 171,441,780 14 Common B-1 Stock 236,938,220 — — Common O Stock 236,375,239 103,889,076 12 Total common stock 1,086,027,188 299,783,421 $ 30 |
Schedule of Common Stock Warrants | The Company had outstanding the following common stock warrants as of December 31, 2022: (Amounts in thousands, except warrants, price, and per share amounts) Issuance Share Issue Expiration No. Strike Valuation at Issuance March 2019 Common B 3/29/2019 3/29/2026 1,146,214 $ 0.23 $ 179 March 2020 Common B 3/25/2020 3/25/2027 4,584,856 $ 1.12 $ 271 Total equity warrants 5,731,070 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following is a summary of stock option activity during the year ended December 31, 2023: (Amounts in thousands, except options, prices, and averages) Number of Weighted Intrinsic Weighted Outstanding—January 1, 2023 44,102,582 $ 2.77 Options granted 3,441,481 $ 1.12 Options exercised (1,815,117) $ 0.14 Options cancelled or forfeited (7,608,884) $ 6.48 Options expired (3,013,619) $ 0.90 Outstanding—December 31, 2023 35,106,443 $ 1.51 $ 101.9 6.1 Vested and exercisable—December 31, 2023 30,133,812 $ 1.52 $ 217.6 4.9 Options expected to vest 4,972,966 $ 1.44 $ 0.3 8.4 Options vested and expected to vest—December 31, 2023 35,106,778 $ 1.51 $ 45.3 6.1 |
Schedule of Fair Value Assumptions | The assumptions used to estimate the fair value of stock options granted are as follows: Year Ended December 31, 2023 2022 (Amounts in dollars, except percentages) Range Weighted Average Range Weighted Average Fair value of Better's Common O Stock $0.40 - $1.1 $1.01 $1.12 - $4.84 $1.45 Expected volatility 76.50% - 77.40% 76.7 % 72.58 - 76.74% 76.4 % Expected term (years) 5.0 - 6.1 5.8 5.0 - 6.0 6.0 Risk-free interest rate 3.60% - 4.20% 4.00 % 1.96% - 4.22% 3.75 % |
Summary of RSU Activity | The following is a summary of RSU activity during the year ended December 31, 2023: (Amounts in thousands, except shares and averages) Number of Weighted Average Grant Date Fair Value Unvested—December 31, 2022 24,459,378 $ 3.99 RSUs granted 15,006,472 $ 1.09 RSUs vested (1) (21,077,695) $ 2.02 RSUs cancelled or forfeited (6,911,626) $ 3.68 Unvested—December 31, 2023 11,476,529 $ 2.49 1. Included in the vested activity are 20.5 million RSUs awards containing service and performance-based vesting conditions ("Double Trigger RSUs") which represents the right to receive one share of the Company’s Class B Common Stock when fully vested. These RSUs are eligible to vest following the achievement of an initial public offering (“Liquidity Event”). These RSUs are subject to the risk of forfeiture until vested by virtue of continued employment or service to the Company. The Liquidity Event vesting condition was deemed satisfied upon the closing of the Business Combination on August 24, 2023. Upon closing of the Business Combination (and for the year ended December 31, 2023), the Company recognized compensation expense on a straight-line basis considering the applicable requisite service period. During the years ended December 31, 2023, the Company recorded stock-based compensation expense of $35.2 million related to Double Trigger RSUs. The grant date fair value of the Double Trigger RSUs is based on the Company’s 409A pre–Liquidity Event at the time of the grant. |
Schedule of Stock-Based Compensation Expense | The total of all stock-based compensation expense related to employees are reported in the following line items within the consolidated statements of operations and comprehensive loss: Year Ended December 31, (Amounts in thousands) 2023 2022 Mortgage platform expenses $ 8,643 $ 4,602 Other platform expenses 2,239 755 General and administrative expenses 37,204 19,910 Marketing expenses 257 652 Technology and product development expenses (1) 5,802 4,623 Total stock-based compensation expense $ 54,145 $ 30,542 __________________ (1) Technology and product development expense excludes $4.1 million and $4.1 million of stock-based compensation expense, which was capitalized (see Note 9) for the years ended December 31, 2023 and 2022, respectively |
Immaterial Restatements and R_2
Immaterial Restatements and Reclassifications of Prior Period Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Corrections to Financial Statements | The corrections to the condensed consolidated balance sheets were as follows for the periods presented below (tables may not foot as they are condensed to only present those line items which have been impacted): As of December 31, 2022 (Amounts in thousands) As Previously Reported Corrections As Corrected Assets Other receivables, net 16,285 297 16,582 Property and equipment, net 30,504 (74) 30,430 Right-of-use assets 41,979 (2,256) 39,723 Goodwill 18,525 (1,137) 17,388 Total Assets $ 1,086,522 $ (3,170) $ 1,083,352 Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) Liabilities Accounts payable and accrued expenses 88,983 (6,546) 82,437 Lease liabilities 60,049 (2,541) 57,508 Total Liabilities 1,260,342 (9,087) 1,251,255 Stockholders’ Equity (Deficit) Notes receivable from stockholders (53,900) 675 (53,225) Additional paid-in capital 626,628 (8,517) 618,111 Accumulated deficit (1,181,415) 13,759 (1,167,656) Total Stockholders’ Equity (Deficit) (610,100) 5,917 (604,183) Total Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) $ 1,086,522 $ (3,170) $ 1,083,352 As of March 31, 2023 (Unaudited) (Amounts in thousands) As Previously Reported Corrections As Corrected Assets Other receivables, net 20,342 285 20,627 Right-of-use assets 31,269 (2,241) 29,028 Goodwill 20,507 (1,138) 19,369 Prepaid expenses and other assets 71,218 (879) 70,339 Total Assets $ 1,081,060 $ (3,973) $ 1,077,087 Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) Liabilities Accounts payable and accrued expenses 111,134 (7,597) 103,537 Lease liabilities 43,118 (2,525) 40,593 Total Liabilities 1,337,878 (10,122) 1,327,756 Stockholders’ Equity (Deficit) Notes receivable from stockholders (55,349) (232) (55,581) Additional paid-in capital 635,166 (9,620) 625,546 Accumulated deficit (1,271,310) 16,001 (1,255,309) Total Stockholders’ (Deficit) Equity (693,098) 6,149 (686,949) Total Liabilities, Convertible Preferred Stock, and Stockholders’ (Deficit) Equity $ 1,081,060 $ (3,973) $ 1,077,087 As of June 30, 2023 (Unaudited) (Amounts in thousands) As Previously Reported Corrections As Corrected Assets Other receivables, net 15,238 372 15,610 Goodwill 33,300 (1,138) 32,162 Prepaid expenses and other assets 67,260 (879) 66,381 Total Assets $ 926,970 $ (1,645) $ 925,325 Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) Liabilities Accounts payable and accrued expenses 108,175 (7,588) 100,587 Total Liabilities 1,222,938 (7,588) 1,215,350 Stockholders’ Equity (Deficit) Notes receivable from stockholders (56,254) (503) (56,757) Additional paid-in capital 642,551 (11,058) 631,493 Accumulated deficit (1,316,823) 17,503 (1,299,320) Total Stockholders’ Equity (Deficit) (732,249) 5,943 (726,306) Total Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) $ 926,970 $ (1,645) $ 925,325 As of September 30, 2023 (Unaudited) (Amounts in thousands) As Previously Reported Corrections As Corrected Assets Other receivables, net 10,449 256 10,705 Goodwill 32,492 (1,138) 31,354 Total Assets $ 937,055 $ (882) $ 936,173 Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) Liabilities Accounts payable and accrued expenses 103,435 (10,008) 93,427 Total Liabilities 779,823 (10,008) 769,815 Stockholders’ Equity (Deficit) Notes receivable from stockholders (10,404) (44) (10,448) Additional paid-in capital 1,826,848 5,523 1,832,371 Accumulated deficit (1,656,856) 3,647 (1,653,209) Total Stockholders’ Equity (Deficit) 157,232 9,126 166,358 Total Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) $ 937,055 $ (882) $ 936,173 None of the adjustments to the condensed consolidated statements of operations and comprehensive loss described below impact the income tax provision in any period as the Company has recognized a full valuation allowance for all periods presented. The reclassifications and corrections to the condensed consolidated statements of operations and comprehensive loss were as follows for the periods presented below (tables may not foot as they are condensed to only present those line items which have been impacted): Year Ended December 31, 2022 (Amounts in thousands, except per share amounts) As Previously Reported Reclassifications Corrections As Reclassified and Corrected Revenues: Mortgage platform revenue, net $ 105,658 $ (4,859) $ 486 $ 101,285 Other platform revenue 38,942 — (580) 38,362 Total net revenues 382,976 (4,859) (94) 378,023 Expenses: Mortgage platform expenses 327,815 (4,859) (1,335) 321,621 Other platform expenses 59,656 — (155) 59,501 General and administrative expenses 194,565 — (8,689) 185,876 Marketing and advertising expenses 69,021 — (13) 69,008 Technology and product development expenses 124,912 — (604) 124,308 Restructuring and impairment expenses 247,693 — (1,208) 246,485 Total expenses 1,253,806 (4,859) (12,004) 1,236,943 Loss from operations (870,830) — 11,910 (858,920) Interest and other income (expense), net Other income (expense) 3,741 — (185) 3,556 Total interest and other expense, net (16,872) — (185) (17,057) Loss before income tax expense (benefit) (887,702) — 11,725 (875,977) Net loss $ (888,802) — $ 11,725 $ (877,077) Other comprehensive loss: Comprehensive loss $ (890,120) $ — $ 11,725 $ (878,395) Per share data: Loss per share attributable to common stockholders: Basic $ (3.05) $ — $ 0.04 $ (3.01) Diluted $ (3.05) $ — $ 0.04 $ (3.01) Three Months Ended March 31, 2023 (Unaudited) (Amounts in thousands, except per share amounts) As Previously Reported Reclassifications Corrections As Reclassified and Corrected Revenues: Mortgage platform revenue, net $ 15,964 $ (675) $ — $ 15,289 Total net revenues 20,958 (675) — 20,283 Expenses: Mortgage platform expenses 30,931 (675) (309) 29,947 Other platform expenses 4,777 — (84) 4,693 General and administrative expenses 30,189 — (1,357) 28,832 Marketing and advertising expenses 8,631 — (7) 8,624 Technology and product development expenses 24,118 — (512) 23,606 Total expenses 107,886 (675) (2,269) 104,942 Loss from operations (86,928) — 2,269 (84,659) Loss before income tax (benefit) expense (88,471) — 2,269 (86,202) Net loss (89,895) — 2,269 (87,626) Other comprehensive loss: Comprehensive loss $ (90,087) $ — $ 2,269 $ (87,818) Per share data: Loss per share attributable to common stockholders: Basic $ (0.30) $ — $ 0.01 $ (0.29) Diluted $ (0.30) $ — $ 0.01 $ (0.29) Six Months Ended June 30, 2023 (Unaudited) (Amounts in thousands, except per share amounts) As Previously Reported Reclassifications Corrections As Reclassified and Corrected Revenues: Mortgage platform revenue, net $ 40,720 $ (888) $ 39,832 Total net revenues 51,120 (888) — 50,232 Expenses: Mortgage platform expenses 51,643 (888) (599) 50,156 Other platform expenses 8,626 — (161) 8,465 General and administrative expenses 54,203 — (1,720) 52,483 Marketing and advertising expenses 11,994 — (13) 11,981 Technology and product development expenses 45,907 — (993) 44,914 Restructuring and impairment expenses 11,119 — (290) 10,829 Total expenses 183,890 (888) (3,776) 179,226 Loss from operations (132,770) — 3,776 (128,994) Loss before income tax expense (133,528) — 3,776 (129,752) Net loss (135,408) — 3,776 (131,632) Other comprehensive loss: Comprehensive loss $ (135,717) $ — $ 3,776 $ (131,941) Per share data: Loss per share attributable to common stockholders: Basic $ (0.45) $ — $ 0.01 $ (0.44) Diluted $ (0.45) $ — $ 0.01 $ (0.44) Three Months Ended September 30, 2023 (Unaudited) (Amounts in thousands, and per share amounts) As Previously Reported Reclassifications Corrections As Reclassified and Corrected Revenues: Mortgage platform revenue, net $ 14,207 $ (253) $ (510) $ 13,444 Other platform revenue 1,333 — 609 1,942 Total net revenues 16,449 (253) 99 16,295 Expenses: Mortgage platform expenses 19,166 (253) 2,038 20,951 Other platform expenses 3,161 — 477 3,638 General and administrative expenses 59,189 — 9,557 68,746 Marketing and advertising expenses 5,128 — 34 5,162 Technology and product development expenses 20,732 — 2,043 22,775 Total expenses 108,055 (253) 14,149 121,951 Loss from operations (91,606) — (14,050) (105,656) Interest and other income (expense), net Other income (expense) 977 — 195 1,172 Total interest and other expense, net (247,768) — 195 (247,573) Loss before income tax expense (339,374) — (13,856) (353,229) Net loss (340,033) — (13,856) (353,889) Other comprehensive loss: Comprehensive loss $ (340,731) $ — $ (13,856) $ (354,587) Per share data: Loss per share attributable to common stockholders: Basic $ (0.68) $ — $ (0.03) $ (0.71) Diluted $ (0.68) $ — $ (0.03) $ (0.71) Nine Months Ended September 30, 2023 (Unaudited) (Amounts in thousands, except per share amounts) As Previously Reported Reclassifications Corrections As Reclassified and Corrected Revenues: Mortgage platform revenue, net $ 54,927 $ (1,140) $ (510) $ 53,277 Other platform revenue 9,355 — 609 9,964 Total net revenues 67,569 (1,140) 99 66,528 Expenses: Mortgage platform expenses 70,809 (1,140) 1,440 71,109 Other platform expenses 11,787 — 316 12,103 General and administrative expenses 113,392 — 7,837 121,229 Marketing and advertising expenses 17,122 — 22 17,144 Technology and product development expenses 66,639 — 1,050 67,689 Restructuring and impairment expenses 11,798 — (290) 11,508 Total expenses 291,945 (1,140) 10,375 301,180 Loss from operations (224,376) — (10,276) (234,652) Interest and other income (expense), net Other income (expense) 5,187 — 195 5,382 Total interest and other expense, net (248,526) — 195 (248,331) Loss before income tax expense (472,902) — (10,080) (482,982) Net loss (475,441) — (10,080) (485,521) Other comprehensive loss: Comprehensive loss $ (476,448) $ — $ (10,080) $ (486,528) Per share data: Loss per share attributable to common stockholders: Basic $ (1.30) $ — $ (0.02) $ (1.32) Diluted $ (1.30) $ — $ (0.02) $ (1.32) The corrections to the outstanding common stock shares and total stockholders’ equity (deficit) on the Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the year ended December 31, 2022, as well as the three months ended March 31, the six months ended June 30, and the three and nine months ended September 30, 2023 were as follows (tables may not foot as they are condensed to only present those line items which have been impacted): Year Ended December 31, 2022 Total Stockholders' Equity (Deficit) (Amounts in thousands) As Previously Reported Corrections As Corrected Balance— December 31, 2021 $ 240,160 $ 2,411 $ 242,571 Issuance of common stock from vesting RSUs 15,323 (779) 14,544 Stock-based compensation 42,608 (8,115) 34,493 Vesting of common stock issued via notes receivable from stockholders (15,267) 675 (14,592) Net loss (888,802) 11,725 (877,077) Balance—December 31, 2022 $ (610,100) $ 5,917 $ (604,183) Three Months Ended March 31, 2023 (Unaudited) Common Stock Shares Total Stockholders' Equity (Deficit) (Amounts in thousands, except share amounts) As Previously Reported Corrections As Corrected As Previously Reported Corrections As Corrected Balance— December 31, 2022 98,078,356 — 98,078,356 $ (610,100) $ 5,917 $ (604,183) Adjusted Balance as of December 31, 2022 299,783,421 — 299,783,421 (610,100) 5,917 (604,183) Issuance of common stock for options exercised 1,180,686 (1,047,041) 133,645 1,353 — 1,353 Cancellation of common stock (401,056) 74,755 (326,301) (8) — (8) Stock-based compensation — — — 7,193 (1,276) 5,917 Shares issued for vested restricted stock units — 1,048,752 1,048,752 — — Vesting of common stock issued via notes receivable from stockholders — — — (1,449) (761) (2,210) Net loss — — — (89,895) 2,269 (87,626) Balance— March 31, 2023 300,563,051 76,466 300,639,517 $ (693,098) $ 6,149 $ (686,949) Six Months Ended June 30, 2023 (Unaudited) Common Stock Shares Total Stockholders' Equity (Deficit) (Amounts in thousands, except share amounts) As Previously Reported Corrections As Corrected As Previously Reported Corrections As Corrected Balance— December 31, 2022 98,078,356 — 98,078,356 $ (610,100) $ 5,917 $ (604,183) Adjusted Balance as of December 31, 2022 299,783,421 — 299,783,421 (610,100) 5,917 (604,183) Issuance of common stock for options exercised 1,348,654 (1,172,855) 175,799 2,206 2,206 Cancellation of common stock (455,719) 2,390 (453,329) (8) (8) Stock-based compensation — — — 13,725 (2,903) 10,822 Shares issued for vested restricted stock units — 1,206,226 1,206,226 — — Vesting of common stock issued via notes receivable from stockholders — — — (2,354) (847) (3,201) Net loss — — — (135,408) 3,776 (131,632) Balance— June 30, 2023 300,676,356 35,761 300,712,117 $ (732,249) $ 5,943 $ (726,306) Three Months Ended September 30, 2023 (Unaudited) Common Stock Shares Total Stockholders' Equity (Deficit) (Amounts in thousands, except share amounts) As Previously Reported Corrections As Corrected As Previously Reported Corrections As Corrected Balance— June 30, 2023 98,370,492 11,687 98,382,179 $ (732,249) $ 5,943 $ (726,306) Recapitalization of shares due to Business Combination (Note 3) 202,305,863 24,075 202,329,938 — — — Adjusted Balance as of June 30, 2023 300,676,355 35,762 300,712,117 (732,249) 5,943 (726,306) Issuance of common stock upon Business Combination close 10,698,910 (694,389) 10,004,521 37,967 — 37,967 Transaction costs related to the Business Combination — (21,437) 3,259 (18,178) Issuance of common stock for options exercised 106,744 1,627,536 1,734,280 2,253 — 2,253 Cancellation of common stock (2,865,535) 60,059 (2,805,476) — — — Stock-based compensation — — — 27,547 14,578 42,125 Shares issued for vested restricted stock units — 12,352,321 12,352,321 — — — Vesting of common stock issued via notes receivable from stockholders — — — (1,041) (256) (1,297) Forgiveness of officer loans — — — 1,530 (542) 988 Net loss — — — (340,033) (13,856) (353,889) Balance—September 30, 2023 737,585,438 13,381,288 750,966,726 $ 157,232 $ 9,126 $ 166,358 Nine Months Ended September 30, 2023 (Unaudited) Common Stock Shares Total Stockholders' Equity (Deficit) (Amounts in thousands, except share and per share amounts) As Previously Reported Corrections As Corrected As Previously Reported Corrections As Corrected Balance— December 31, 2022 98,078,356 — 98,078,356 $ (610,100) $ 5,917 $ (604,183) Adjusted Balance as of December 31, 2022 299,783,421 — 299,783,421 (610,100) 5,917 (604,183) Issuance of common stock upon Business Combination close 10,698,910 (694,389) 10,004,521 37,967 — 37,967 Transaction costs related to the Business Combination — — — (21,437) 3,259 (18,178) Issuance of common stock for options exercised 1,460,854 273,426 1,734,280 4,459 — 4,459 Cancellation of common stock (3,326,710) 521,234 (2,805,476) (8) — (8) Stock-based compensation — — — 41,272 11,675 52,947 Shares issued for vested restricted stock units — 13,281,017 13,281,017 1 — 1 Vesting of common stock issued via notes receivable from stockholders — — (3,395) (1,103) (4,498) Forgiveness of officer loans — — — 1,530 (542) 988 Net loss — — — (475,441) (10,080) (485,521) Balance— September 30, 2023 737,585,438 13,381,288 750,966,726 $ 157,232 $ 9,126 $ 166,358 The corrections to the condensed consolidated statements of cash flow for the periods as indicated below were as follows (tables may not foot as they are condensed to only present those line items which have been impacted): Year Ended December 31, 2022 (Amounts in thousands) As Previously Reported Corrections As Corrected Cash Flows from Operating Activities: Net loss $ (888,802) $ 11,725 $ (877,077) Adjustments to reconcile net loss to net cash (used in)/provided by operating activities: Impairments 145,178 293 145,471 Amortization of internal use software and other intangible assets 35,368 381 35,749 Non-cash interest and amortization of debt issuance costs and discounts 273,048 (381) 272,667 Stock-based compensation 38,557 (8,015) 30,542 Change in right-of-use assets 8,791 1,963 10,754 Change in operating assets and liabilities: Operating lease obligations (13,608) (2,542) (16,150) Other receivables, net 37,878 (395) 37,483 Accounts payable and accrued expenses (40,557) (3,000) (43,557) Net cash provided by operating activities 938,222 29 938,251 Cash Flows from Investing Activities: Proceeds from sale of property and equipment 4,473 75 4,548 Net cash used in investing activities (34,657) 75 (34,582) Cash Flows from Financing Activities: Repurchase of common stock (7,169) (779) (7,948) Proceeds from exercise of stock options 59 675 734 Net cash used in financing activities (1,537,100) (104) (1,537,204) Effects of currency translation on cash, cash equivalents, and restricted cash 725 1 726 Three Months Ended March 31, 2023 (Unaudited) (Amounts in thousands) As Previously Reported Corrections As Corrected Cash Flows from Operating Activities: Net loss $ (89,895) $ 2,269 $ (87,626) Adjustments to reconcile net loss to net cash (used in)/provided by operating activities: Stock-based compensation 6,504 (2,096) 4,408 Change in operating assets and liabilities: Prepaid expenses and other assets (4,698) 879 (3,819) Accounts payable and accrued expenses 19,261 (1,052) 18,209 Net cash used in operating activities (162,769) — (162,769) Six Months Ended June 30, 2023 (Unaudited) (Amounts in thousands) As Previously Reported Corrections As Corrected Cash Flows from Operating Activities: Net loss $ (135,408) $ 3,776 $ (131,632) Adjustments to reconcile net loss to net cash (used in)/provided by operating activities: Stock-based compensation 12,354 (3,892) 8,462 Change in operating lease of right-of-use assets 4,013 (2,241) 1,772 Change in operating assets and liabilities: Operating lease obligations (8,675) 2,525 (6,150) Prepaid expenses and other assets 3,898 880 4,778 Accounts payable and accrued expenses 18,667 (1,048) 17,619 Net cash used in operating activities (142,702) — (142,702) Nine Months Ended September 30, 2023 (Unaudited) (Amounts in thousands) As Previously Reported Corrections As Corrected Cash Flows from Operating Activities: Net loss $ (475,441) $ (10,080) $ (485,521) Adjustments to reconcile net loss to net cash (used in)/provided by operating activities: Stock-based compensation 37,398 10,481 47,879 Change in operating lease of right-of-use assets 5,446 (2,241) 3,205 Change in operating assets and liabilities: Operating lease obligations (11,247) 2,525 (8,722) Other receivables, net 6,043 (476) 5,567 Prepaid expenses and other assets 15,035 (879) 14,156 Accounts payable and accrued expenses 4,648 (2,589) 2,059 Net cash used in operating activities (76,167) (3,259) (79,426) Cash Flows from Financing Activities: Payment of equity financing costs (16,634) 3,259 (13,375) Net cash provided by financing activities 327,671 3,259 330,930 |
Organization and Nature of th_2
Organization and Nature of the Business - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Aug. 22, 2023 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Cash, cash equivalents and short-term investments | $ 529.2 | |
Convertible Note | Convertible Debt | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Aggregate principal amount | $ 528.6 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) reporting_unit segment | Aug. 22, 2023 $ / shares | Dec. 31, 2022 USD ($) | |
Line of Credit Facility [Line Items] | |||
Cash, FDIC insured amount | $ 1,400 | $ 1,700 | |
Restricted cash | $ 24,475 | 28,106 | |
Number of reporting units | reporting_unit | 1 | ||
Lease payments | $ 0 | $ 900 | |
Number of reportable segments | segment | 1 | ||
Internal use software and website development | |||
Line of Credit Facility [Line Items] | |||
Useful lives (in years) | 3 years | 3 years | |
Aurora Acquisition Corp | Public Warrants and Private Placement Warrants | Class A | |||
Line of Credit Facility [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | ||
Minimum | |||
Line of Credit Facility [Line Items] | |||
Lease term | 1 year | ||
Minimum | Computer and Hardware | |||
Line of Credit Facility [Line Items] | |||
Useful lives (in years) | 3 years | ||
Minimum | Furniture and equipment | |||
Line of Credit Facility [Line Items] | |||
Useful lives (in years) | 4 years | ||
Maximum | |||
Line of Credit Facility [Line Items] | |||
Lease term | 10 years | ||
Maximum | Computer and Hardware | |||
Line of Credit Facility [Line Items] | |||
Useful lives (in years) | 5 years | ||
Maximum | Furniture and equipment | |||
Line of Credit Facility [Line Items] | |||
Useful lives (in years) | 7 years |
Business Combination - Narrativ
Business Combination - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 22, 2023 USD ($) $ / shares shares | May 10, 2021 $ / shares | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Aug. 24, 2023 | |
Reverse Recapitalization [Line Items] | ||||||
Recapitalization exchange ratio | 3.06 | 3.06 | ||||
Funds held in trust, amount | $ 21,400 | |||||
Cash received from operating cash account | 200 | |||||
Transaction costs related to the Business Combination | $ 18,178 | $ 18,178 | $ 17,173 | |||
Additional Paid-In Capital | ||||||
Reverse Recapitalization [Line Items] | ||||||
Transaction costs related to the Business Combination | $ 17,173 | |||||
Post-Closing Convertible Notes | Convertible Debt | ||||||
Reverse Recapitalization [Line Items] | ||||||
Aggregate principal amount | 528,600 | |||||
Sponsor | ||||||
Reverse Recapitalization [Line Items] | ||||||
Proceeds from sale of common stock | $ 17,000 | |||||
Issuance of common stock for options exercised (in shares) | shares | 1,700,000 | |||||
Aurora Acquisition Corp | ||||||
Reverse Recapitalization [Line Items] | ||||||
Sponsor agreement, forfeiture by sponsor upon closing of private warrants | 50% | |||||
Sponsor locked up shares percentage | 20% | |||||
Aurora Acquisition Corp | Release Of Shares Scenario When Price Per Share Of Class Common Stock Exceeds 12.50 | ||||||
Reverse Recapitalization [Line Items] | ||||||
Threshold number of specified trading days for release of sponsor shares | 20 days | |||||
Threshold number of specified consecutive trading days for stock price trigger considered for release of sponsor shares | 30 days | |||||
The minimum trading price for the reporting entity's stock which must be achieved as a condition to release shares | $ / shares | $ 12.50 | |||||
Aurora Acquisition Corp | Release Of Shares Scenario When Price Per Share Of Class Common Stock Exceeds 15.00 | ||||||
Reverse Recapitalization [Line Items] | ||||||
Threshold number of specified trading days for release of sponsor shares | 20 days | |||||
Threshold number of specified consecutive trading days for stock price trigger considered for release of sponsor shares | 30 days | |||||
The minimum trading price for the reporting entity's stock which must be achieved as a condition to release shares | $ / shares | $ 15 | |||||
Aurora Acquisition Corp | Release Of Shares Scenario When Price Per Share Of Class Common Stock Exceeds 17.50 | ||||||
Reverse Recapitalization [Line Items] | ||||||
Threshold number of specified trading days for release of sponsor shares | 20 days | |||||
Threshold number of specified consecutive trading days for stock price trigger considered for release of sponsor shares | 30 days | |||||
The minimum trading price for the reporting entity's stock which must be achieved as a condition to release shares | $ / shares | $ 17.50 | |||||
Public Warrants | Aurora Acquisition Corp | ||||||
Reverse Recapitalization [Line Items] | ||||||
Warrants outstanding (in shares) | shares | 6,075,047 | |||||
Private Warrants | Aurora Acquisition Corp | ||||||
Reverse Recapitalization [Line Items] | ||||||
Warrants outstanding (in shares) | shares | 3,733,358 | |||||
Warrants forfeited (in shares) | shares | 1,715,014 | |||||
Warrants forfeited, percent | 50% | |||||
Public Warrants and Private Placement Warrants | Aurora Acquisition Corp | Class A | ||||||
Reverse Recapitalization [Line Items] | ||||||
Number of shares per warrant | shares | 1 | |||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | |||||
Warrant exercise period condition one | 30 days | |||||
Public Warrants expiration term | 5 years |
Business Combination - Schedule
Business Combination - Schedule of Shares of Common Stock Issued Immediately Following Business Combination (Details) - shares | Dec. 31, 2023 | Aug. 22, 2023 | Dec. 31, 2022 |
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 751,773,361 | 299,783,421 | |
Sponsor Locked Up Shares | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 694,389 | ||
Class A | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 359,360,386 | 90,606,346 | 24,452,565 |
Class B | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 320,535,692 | 574,407,420 | 171,441,780 |
Class C | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 71,877,283 | 71,877,283 | |
Pre-Business Combination Better Stockholders | Class A | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 40,601,825 | ||
Pre-Business Combination Better Stockholders | Class B | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 574,407,420 | ||
Pre-Business Combination Better Stockholders | Class C | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 6,877,283 | ||
Legacy Aurora Public Shareholders | Class A | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 212,598 | ||
Legacy Aurora Public Shareholders | Class B | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 0 | ||
Legacy Aurora Public Shareholders | Class C | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 0 | ||
Legacy Aurora Non-public Shareholders (Sponsor and affiliates of Aurora)(1) | Class A | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 8,091,923 | ||
Legacy Aurora Non-public Shareholders (Sponsor and affiliates of Aurora)(1) | Class B | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 0 | ||
Legacy Aurora Non-public Shareholders (Sponsor and affiliates of Aurora)(1) | Class C | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 0 | ||
Pre-Closing Bridge Note Investors | Class A | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 40,000,000 | ||
Pre-Closing Bridge Note Investors | Class B | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 0 | ||
Pre-Closing Bridge Note Investors | Class C | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 65,000,000 | ||
Sponsor Share Purchase Investors | Class A | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 1,700,000 | ||
Sponsor Share Purchase Investors | Class B | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 0 | ||
Sponsor Share Purchase Investors | Class C | |||
Reverse Recapitalization [Line Items] | |||
Common stock, issued (in shares) | 0 |
Revenue and Sales-Type Leases -
Revenue and Sales-Type Leases - Mortgage Platform Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||||
Net gain (loss) on sale of loans | $ 37,667 | $ (68,231) | ||||
Integrated partnership revenue (loss) | 13,308 | (8,680) | ||||
Changes in fair value of IRLCs and forward sale commitments | 10,353 | 178,196 | ||||
Mortgage platform revenue, net | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenues | $ 13,444 | $ 15,289 | $ 39,832 | $ 53,277 | $ 61,328 | $ 101,285 |
Revenue and Sales-Type Leases_2
Revenue and Sales-Type Leases - Cash Offer Program Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue related to ASC 606 | $ 0 | $ 12,313 |
Revenue related to ASC 842 | 304 | 216,408 |
Cash offer program revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 304 | $ 228,721 |
Revenue and Sales-Type Leases_3
Revenue and Sales-Type Leases - Other Platform Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Other platform revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 1,942 | $ 9,964 | $ 11,293 | $ 38,362 |
Real estate services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 7,092 | 23,053 | ||
Homeowners Insurance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,974 | 2,296 | ||
Title insurance | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 52 | 7,010 | ||
Settlement services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 15 | 4,222 | ||
Other homeownership offerings | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 1,160 | $ 1,780 |
Revenue and Sales-Type Leases_4
Revenue and Sales-Type Leases - Cash Offer Program Revenue and Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue [Abstract] | ||
Sales-type Lease, Revenue | $ 304 | $ 216,408 |
Sales-type Lease, Initial Direct Cost Expense, Commencement | $ 278 | $ 217,609 |
Restructuring and Impairments -
Restructuring and Impairments - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2023 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | $ 10,829 | $ 11,508 | $ 17,459 | $ 246,485 | |
Real estate restructuring costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 5,284 | 0 | |||
Real estate restructuring costs | Operational Restructuring Program | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Impairment of right of use assets | $ 13,000 | ||||
Operating lease liability removed | $ 13,000 | ||||
Restructuring costs | 5,300 | ||||
Cash payment to third party | Operational Restructuring Program | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 4,700 | ||||
Other related fees | Operational Restructuring Program | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 600 | ||||
Impairment of property and equipment | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 7,934 | 4,042 | |||
Cumulative restructuring liability | 12,000 | ||||
Impairment of Loan Commitment Asset | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 0 | 105,604 | |||
Cumulative restructuring liability | 105,600 | ||||
Employee one-time termination benefits | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 2,968 | $ 102,261 | |||
Cumulative restructuring liability | 122,300 | ||||
Impairment of right of use asset | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Cumulative restructuring liability | $ 8,500 |
Restructuring and Impairments_2
Restructuring and Impairments - Schedule of Restructuring and Impairment Expenses (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total Restructuring and Impairments | $ 10,829 | $ 11,508 | $ 17,459 | $ 246,485 |
Impairment of Loan Commitment Asset | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total Restructuring and Impairments | 0 | 105,604 | ||
Employee one-time termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total Restructuring and Impairments | 2,968 | 102,261 | ||
Write-off of capitalized merger transaction costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total Restructuring and Impairments | 0 | 25,787 | ||
Impairments of Right-of-Use Assets | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total Restructuring and Impairments | 2,321 | 6,493 | ||
Real estate restructuring costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total Restructuring and Impairments | 5,284 | 0 | ||
Gain on lease settlement | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total Restructuring and Impairments | (3,891) | 0 | ||
Impairments of intangible assets | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total Restructuring and Impairments | 2,332 | 1,965 | ||
Impairment of property and equipment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total Restructuring and Impairments | 7,934 | 4,042 | ||
Impairment of investments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total Restructuring and Impairments | 200 | 0 | ||
Other restructuring (gains) losses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total Restructuring and Impairments | $ 311 | $ 333 |
Mortgage Loans Held for Sale _3
Mortgage Loans Held for Sale and Warehouse Lines of Credit - Schedule of Outstanding Warehouse Lines of Credit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Aug. 03, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Maximum borrowing capacity | $ 425,000 | ||
Warehouse lines of credit | 126,218 | $ 144,049 | |
Funding Facility 1 | Warehouse Agreement Borrowings | |||
Short-Term Debt [Line Items] | |||
Maximum borrowing capacity | 100,000 | ||
Warehouse lines of credit | 61,709 | 89,673 | |
Cash collateral deposit | $ 15,000 | ||
Funding Facility 1 | Qualified | Secured Overnight Financing Rate (SOFR) | |||
Short-Term Debt [Line Items] | |||
Variable interest rate (as a percent) | 2.125% | ||
Funding Facility 2 | Warehouse Agreement Borrowings | |||
Short-Term Debt [Line Items] | |||
Maximum borrowing capacity | $ 0 | $ 150,000 | |
Warehouse lines of credit | $ 0 | 9,845 | |
Funding Facility 2 | Warehouse Agreement Borrowings | Secured Overnight Financing Rate (SOFR) | |||
Short-Term Debt [Line Items] | |||
Variable interest rate (as a percent) | 1.77% | ||
Funding Facility 3 | Warehouse Agreement Borrowings | |||
Short-Term Debt [Line Items] | |||
Maximum borrowing capacity | $ 150,000 | ||
Warehouse lines of credit | 40,088 | 44,531 | |
Cash collateral deposit | $ 3,800 | ||
Funding Facility 3 | Warehouse Agreement Borrowings | Secured Overnight Financing Rate (SOFR) | Minimum | |||
Short-Term Debt [Line Items] | |||
Variable interest rate (as a percent) | 2.10% | ||
Funding Facility 3 | Warehouse Agreement Borrowings | Secured Overnight Financing Rate (SOFR) | Maximum | |||
Short-Term Debt [Line Items] | |||
Variable interest rate (as a percent) | 2.25% | ||
Funding Facility 4 | Warehouse Agreement Borrowings | |||
Short-Term Debt [Line Items] | |||
Maximum borrowing capacity | $ 175,000 | ||
Warehouse lines of credit | $ 24,421 | $ 0 | |
Funding Facility 4 | Warehouse Agreement Borrowings | Secured Overnight Financing Rate (SOFR) | Minimum | |||
Short-Term Debt [Line Items] | |||
Variable interest rate (as a percent) | 1.75% | ||
Funding Facility 4 | Warehouse Agreement Borrowings | Secured Overnight Financing Rate (SOFR) | Maximum | |||
Short-Term Debt [Line Items] | |||
Variable interest rate (as a percent) | 3.75% |
Mortgage Loans Held for Sale _4
Mortgage Loans Held for Sale and Warehouse Lines of Credit - Schedule of Loans Held For Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total LHFS | $ 170,177 | $ 303,091 |
Fair value adjustment | (27) | (54,265) |
Total LHFS at fair value | 170,150 | 248,826 |
Collateral Pledged | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total LHFS | 132,693 | 158,172 |
Collateral Pledged | Funding Facility 1 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total LHFS | 63,483 | 101,598 |
Collateral Pledged | Funding Facility 2 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total LHFS | 0 | 10,218 |
Collateral Pledged | Funding Facility 3 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total LHFS | 42,316 | 46,356 |
Collateral Pledged | Funding Facility 4 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total LHFS | 26,894 | 0 |
Uncollateralized | Company-funded LHFS | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total LHFS | 12,386 | 136,599 |
Uncollateralized | Company-funded Home Equity Line of Credit | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total LHFS | $ 25,098 | $ 8,320 |
Mortgage Loans Held for Sale _5
Mortgage Loans Held for Sale and Warehouse Lines of Credit - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Cash remitted directly to lender | $ 98,400 | ||
Proceeds from sale of mortgage loans held for sale | 14,800 | $ 3,042,526 | $ 12,035,915 |
Collateral Pledged | |||
Short-Term Debt [Line Items] | |||
Average days loans held for sale | 22 days | 18 days | |
Uncollateralized | Company-funded LHFS | |||
Short-Term Debt [Line Items] | |||
Total sales price of LHFS | $ 113,200 | ||
Warehouse Agreement Borrowings | |||
Short-Term Debt [Line Items] | |||
Weighted average interest rate (as a percent) | 7.43% | 6% | |
Compensating balances | $ 18,800 | $ 15,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Finance lease assets | $ 0 | $ 3,761 |
Total property and equipment | 34,349 | 50,171 |
Less: Accumulated depreciation | (17,896) | (19,741) |
Property and equipment, net | 16,454 | 30,430 |
Computer and Hardware | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 16,276 | 18,614 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 2,796 | 3,105 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 3,030 | 3,030 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 12,248 | $ 21,661 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 5.8 | $ 13.7 |
Computer and Hardware | ||
Property, Plant and Equipment [Line Items] | ||
Impairment of property and equipment | $ 7.9 | $ 3 |
Leases - Balance Sheet (Details
Leases - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | |||
Operating lease right-of-use assets | $ 19,988 | $ 29,028 | $ 39,723 |
Finance lease right-of-use assets | 0 | 2,162 | |
Total leased assets | $ 19,988 | $ 41,885 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net | |
Liabilities | |||
Operating lease liabilities | $ 31,202 | $ 40,593 | $ 57,508 |
Finance lease liabilities | 0 | 1,062 | |
Total lease liabilities | $ 31,202 | $ 58,570 | |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Total other liabilities | Total other liabilities |
Leases - Operating Lease Cost (
Leases - Operating Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 10,713 | $ 17,645 |
Short-term lease cost | 236 | 544 |
Variable lease cost | 1,241 | 2,735 |
Total operating lease cost | 12,190 | 20,924 |
Lessee, Lease, Description [Line Items] | ||
Total operating lease costs | 12,190 | 20,924 |
Cost of revenue | Mortgage platform revenue, net | ||
Leases [Abstract] | ||
Total operating lease cost | 6,020 | 14,238 |
Lessee, Lease, Description [Line Items] | ||
Total operating lease costs | 6,020 | 14,238 |
Cost of revenue | Other platform revenue | ||
Leases [Abstract] | ||
Total operating lease cost | 752 | 2,089 |
Lessee, Lease, Description [Line Items] | ||
Total operating lease costs | 752 | 2,089 |
General and administrative expenses | ||
Leases [Abstract] | ||
Total operating lease cost | 4,219 | 1,665 |
Lessee, Lease, Description [Line Items] | ||
Total operating lease costs | 4,219 | 1,665 |
Marketing and advertising expenses | ||
Leases [Abstract] | ||
Total operating lease cost | 80 | 252 |
Lessee, Lease, Description [Line Items] | ||
Total operating lease costs | 80 | 252 |
Technology and product development expenses | ||
Leases [Abstract] | ||
Total operating lease cost | 1,119 | 2,680 |
Lessee, Lease, Description [Line Items] | ||
Total operating lease costs | $ 1,119 | $ 2,680 |
Leases - Finance Lease Cost (De
Leases - Finance Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Depreciation and Amortization | $ 135 | $ 520 |
Interest Expense | 39 | 273 |
Total | $ 174 | $ 793 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Non-Cash Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in measurement of operating lease liabilities | $ 17,504 | $ 18,686 |
Operating lease right-of-use assets recognized | $ 787 | $ 4,722 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Operating leases | ||
Weighted average remaining lease term (in years) | 5 years 3 months 18 days | 5 years 4 months 24 days |
Weighted average discount rate | 5.10% | 5.10% |
Finance leases | ||
Weighted average remaining lease term (in years) | 0 years | 3 months 18 days |
Weighted average discount rate | 0% | 16.20% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating and Finance Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Operating Leases | |||
2024 | $ 9,608 | ||
2025 | 7,224 | ||
2026 | 4,444 | ||
2027 | 4,315 | ||
2028 | 4,179 | ||
2029 and beyond | 6,268 | ||
Total lease payments | 36,038 | ||
Less amount representing interest | (4,836) | ||
Operating lease liabilities | $ 31,202 | $ 40,593 | $ 57,508 |
Leases - Sales Type Leases (Det
Leases - Sales Type Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Sales-type Lease, Revenue | $ 304 | $ 216,408 |
Sales-type Lease, Initial Direct Cost Expense, Commencement | 278 | 217,609 |
Gross Margin | $ 26 | $ (1,201) |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Lease payments | $ 0 | $ 0.9 |
Goodwill and Internal Use Sof_3
Goodwill and Internal Use Software and Other Intangible Assets, Net - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2023 | Jan. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Goodwill impairment | $ 0 | $ 0 | ||
Capitalized software | 13,100,000 | 27,600,000 | ||
Capitalization of stock-based compensation related to internal use software | 4,123,000 | 4,051,000 | ||
Amortization of internal use software and other intangible assets | 37,054,000 | 35,749,000 | ||
Impairment of intangibles | 2,300,000 | 2,000,000 | ||
Internal use software and website development | ||||
Business Acquisition [Line Items] | ||||
Capitalization of stock-based compensation related to internal use software | $ 4,100,000 | $ 4,100,000 | ||
Goodholm Finance Ltd | ||||
Business Acquisition [Line Items] | ||||
Cash paid for business acquisition | $ 2,900,000 | |||
Birmingham Bank Ltd | ||||
Business Acquisition [Line Items] | ||||
Cash paid for business acquisition | $ 15,900,000 | |||
Voting interest acquired (as a percent) | 100% | |||
Total consideration transferred | $ 19,300,000 | |||
Deferred consideration | $ 3,400,000 |
Goodwill and Internal Use Sof_4
Goodwill and Internal Use Software and Other Intangible Assets, Net - Schedule of Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 32,390 | $ 31,354 | $ 32,162 | $ 19,369 | $ 17,388 | $ 18,674 | ||
Goodholm Finance Ltd | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | $ 283 | |||||||
Property and equipment | 20 | |||||||
Indefinite lived intangibles - Licenses | 1,186 | |||||||
Goodwill | 1,741 | |||||||
Other assets | 65 | |||||||
Accounts payable and accrued expenses | (161) | |||||||
Other liabilities | (193) | |||||||
Net assets acquired | $ 2,941 | |||||||
Birmingham Bank Ltd | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | $ 2,907 | |||||||
Accounts receivable | 60 | |||||||
Short-term investments | 8,729 | |||||||
Property and equipment | 83 | |||||||
Finite lived intangibles | 854 | |||||||
Indefinite lived intangibles - Licenses | 31 | |||||||
Goodwill | 12,300 | |||||||
Other assets | 7,530 | |||||||
Accounts payable and accrued expenses | (248) | |||||||
Customer deposits | (12,374) | |||||||
Other liabilities | (586) | |||||||
Net assets acquired | $ 19,286 |
Goodwill and Internal Use Sof_5
Goodwill and Internal Use Software and Other Intangible Assets, Net - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | $ 17,388 | $ 18,674 |
Goodwill acquired—Goodholm & Birmingham | 14,041 | 0 |
Measurement period adjustment | 165 | (375) |
Effect of foreign currency exchange rate changes | 796 | (911) |
Goodwill, Ending Balance | $ 32,390 | $ 17,388 |
Goodwill and Internal Use Sof_6
Goodwill and Internal Use Software and Other Intangible Assets, Net - Schedule of Finite and Indefinite-Lived Intangibles (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 137,887 | $ 127,183 |
Gross Carrying Value | 141,967 | 130,153 |
Accumulated Amortization | (103,841) | (68,157) |
Net Carrying Value | 34,046 | 59,026 |
Gross Carrying Value | 141,967 | 130,153 |
Net Carrying Value | 38,126 | 61,996 |
Domain name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,820 | 1,820 |
Licenses and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 2,260 | $ 1,150 |
Internal use software and website development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives (in years) | 3 years | 3 years |
Gross Carrying Value | $ 136,879 | $ 123,734 |
Accumulated Amortization | (103,587) | (67,319) |
Net Carrying Value | $ 33,292 | $ 56,415 |
Intellectual property and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives (in years) | 5 years 8 months 12 days | 7 years 6 months |
Gross Carrying Value | $ 1,008 | $ 3,449 |
Accumulated Amortization | (254) | (838) |
Net Carrying Value | $ 754 | $ 2,611 |
Goodwill and Internal Use Sof_7
Goodwill and Internal Use Software and Other Intangible Assets, Net - Schedule of Expected Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 24,570 | |
2025 | 7,273 | |
2026 | 1,956 | |
2027 | 154 | |
2028 and thereafter | 93 | |
Net Carrying Value | $ 34,046 | $ 59,026 |
Prepaid Expenses and Other As_3
Prepaid Expenses and Other Assets - Schedule of Prepaid Expenses and Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||
Prepaid expenses | $ 27,859 | $ 26,366 | ||
Tax receivables | 8,348 | 18,139 | ||
Security Deposits | 15,179 | 14,369 | ||
Loans held for investment | 4,793 | 0 | ||
Prepaid compensation asset | 0 | 5,615 | ||
Inventory—Homes | 0 | 1,139 | ||
Net investment in lease | 0 | 944 | ||
Total prepaid expenses and other assets | $ 56,179 | $ 66,381 | $ 70,339 | $ 66,572 |
Prepaid Expenses and Other As_4
Prepaid Expenses and Other Assets - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 18, 2022 | Aug. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions | ||||
Forgiveness of notes receivable from stockholders | $ 46,700 | $ 46,700 | $ 0 | |
Prepaid Compensation Asset With CFO | Ms. Harding, CFO | ||||
Related Party Transactions | ||||
Annual payments | $ 6,000 | |||
Annual compounding interest rate (as a percent) | 3.50% | |||
Forgivable amount, percent | 25% | |||
Period from termination that principal and interest become due | 24 months | |||
Forgiveness of notes receivable from stockholders | 6,000 | |||
Forgiveness of note receivable, accrued interest | $ 200 | |||
Compensation expense related to retention bonus | 5,500 | $ 500 | ||
Withholding Taxes Incurred With CFO | Ms. Harding, CFO | ||||
Related Party Transactions | ||||
Compensation expense related to retention bonus | $ 3,900 |
Customer Deposits - Narrative (
Customer Deposits - Narrative (Details) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 GBP (£) | Dec. 31, 2022 USD ($) |
Deposits [Abstract] | |||
Deposits | $ 11,839,000 | $ 0 | |
Deposits, FSCS Insured Amount | 108,200 | £ 85,000 | |
Deposits over the insured amount | $ 700,000 |
Customer Deposits - Average Bal
Customer Deposits - Average Balances and Weighted Average Rates (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Deposits [Abstract] | |
Average balance, Notice | $ 2,826 |
Average balance, Term | 2,826 |
Average balance, Savings | 5,324 |
Average balance, total deposits | $ 10,976 |
Average paid rate, Notice | 2.55% |
Average paid rate, Term | 2.04% |
Average paid rate, Savings | 2.19% |
Average paid rate, total deposits | 2.26% |
Customer Deposits - Maturities
Customer Deposits - Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deposits [Abstract] | ||
Demand Deposits | $ 4,670 | |
Maturities of Time Deposits [Abstract] | ||
2024 | 4,715 | |
2025 | 1,423 | |
2026 | 1,031 | |
2027 | 0 | |
Total | $ 11,839 | $ 0 |
Customer Deposits - Interest Ex
Customer Deposits - Interest Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Deposits [Abstract] | |
Notice | $ 73 |
Term | 23 |
Savings | 96 |
Total Interest Expense | $ 192 |
Other Liabilities - Schedule of
Other Liabilities - Schedule of Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | |||
Deferred Revenue | $ 272 | $ 30,205 | |
Loan Repurchase Reserve | 19,472 | 26,745 | $ 17,540 |
Other Liabilities | 6,092 | 2,982 | |
Total other liabilities | $ 25,837 | $ 59,933 |
Other Liabilities - Narrative (
Other Liabilities - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Other Liabilities [Line Items] | |||
Deferred revenue | $ 50 | ||
Repayment/revenue recognized | $ 12.9 | $ 25.6 | |
Contract With Customer, Liability, Tranche One | |||
Other Liabilities [Line Items] | |||
Deferred revenue | 20 | ||
Contract With Customer, Liability, Tranche Two | |||
Other Liabilities [Line Items] | |||
Deferred revenue | 15 | ||
Contract With Customer, Liability, Tranche Three | |||
Other Liabilities [Line Items] | |||
Deferred revenue | $ 15 |
Corporate Line of Credit, Pre_2
Corporate Line of Credit, Pre-Closing Bridge Notes and Convertible Notes - Corporate Line of Credit and Amended Corporate Line of Credit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | ||
Corporate line of credit, net | $ 0 | $ 144,403 |
Non-cash interest and amortization of debt issuance costs and discounts | 8,191 | 272,667 |
Revolving Credit Facility | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Corporate line of credit, net | 0 | 144,400 |
Unamortized debt discount and debt issuance costs | 0 | 2,000 |
Agreed reduction in vendor and legal advisor fees | 144,400 | |
Payment of make-whole amount | 4,500 | |
Amortization of deferred debt issuance costs and discount and other debt servicing fees | 6,000 | |
Interest expense on debt | 17,500 | 13,200 |
Interest expense, line of credit | 11,500 | 12,100 |
Non-cash interest and amortization of debt issuance costs and discounts | 6,000 | |
Interest expense from unused commitment fee | $ 1,100 | |
Revolving Credit Facility | Line of Credit | 2023 Credit Facility, Tranche AB | ||
Line of Credit Facility [Line Items] | ||
Corporate line of credit, net | $ 99,900 | |
Fixed interest rate | 8.50% | |
Revolving Credit Facility | Line of Credit | 2023 Credit Facility, Tranche C | ||
Line of Credit Facility [Line Items] | ||
Corporate line of credit, net | $ 26,500 | |
Revolving Credit Facility | Line of Credit | 2023 Credit Facility, Tranche C | Secured Overnight Financing Rate (SOFR) | ||
Line of Credit Facility [Line Items] | ||
Variable interest rate (as a percent) | 9.50% |
Corporate Line of Credit, Pre_3
Corporate Line of Credit, Pre-Closing Bridge Notes and Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 12 Months Ended | ||
Aug. 22, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Pre-closing bridge notes | $ 0 | $ 750,000 | |
Bifurcated derivative | 0 | 236,603 | |
Embedded derivative, loss on embedded derivative | 236,600 | ||
Embedded derivative, gain on embedded derivative | 236,600 | ||
Pre-Closing Bridge Notes | |||
Debt Instrument [Line Items] | |||
Interest expense on debt | 0 | 272,667 | |
Pre-Closing Bridge Notes | Bridge Loan | |||
Debt Instrument [Line Items] | |||
Conversion price (in dollars per share) | $ 10 | ||
Interest expense on debt | $ 0 | $ 272,700 | |
SB Northstar | Pre-Closing Bridge Notes | Bridge Loan | |||
Debt Instrument [Line Items] | |||
Amount converted | $ 650,000 | ||
Number of shares converted (in shares) | 65 | ||
Sponsor | Pre-Closing Bridge Notes | Bridge Loan | |||
Debt Instrument [Line Items] | |||
Amount converted | $ 100,000 | ||
Number of shares converted (in shares) | 40 |
Corporate Line of Credit, Pre_4
Corporate Line of Credit, Pre-Closing Bridge Notes and Convertible Notes - Issuance of Convertible Notes (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Aug. 22, 2023 USD ($) day $ / shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Short-Term Debt [Line Items] | |||
Funds held in trust, amount | $ 21,400 | ||
Loan commitment asset | $ 0 | $ 16,119 | |
Convertible notes payable | 514,644 | 0 | |
Convertible Note | |||
Short-Term Debt [Line Items] | |||
Interest expense on debt | 2,200 | 0 | |
Convertible Note | Convertible Debt | |||
Short-Term Debt [Line Items] | |||
Aggregate principal amount | 528,600 | ||
Long-term debt, gross | $ 550,000 | ||
Fixed interest rate | 1% | ||
Loan commitment asset | $ 16,100 | ||
Convertible notes payable | $ 514,600 | ||
First anniversary VWAP | 115% | ||
VWAP threshold, minimum (in dollars per share) | $ / shares | $ 8 | ||
VWAP threshold, maximum (in dollars per share) | $ / shares | $ 12 | ||
Redemption price percentage | 115% | ||
Threshold percentage stock price trigger | 130% | ||
Threshold trading days | day | 20 | ||
Threshold consecutive trading days | day | 30 | ||
Amount able to designate as senior | $ 150,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2023 USD ($) | Jul. 31, 2020 $ / shares shares | Jan. 31, 2018 shares | Sep. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 USD ($) shares | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | |
Related Party Transactions | |||||||||||
General and administrative expenses | $ 68,746,000 | $ 28,832,000 | $ 52,483,000 | $ 121,229,000 | $ 147,214,000 | $ 185,876,000 | |||||
Other receivables, net | 10,705,000 | 20,627,000 | 15,610,000 | 10,705,000 | 16,888,000 | 16,582,000 | |||||
Total other liabilities | $ 25,837,000 | 59,933,000 | |||||||||
Options granted (in shares) | shares | 3,441,481 | ||||||||||
Options granted, exercise price (in dollars per share) | $ / shares | $ 1.12 | ||||||||||
Marketing and advertising expenses | 5,162,000 | 8,624,000 | 11,981,000 | 17,144,000 | $ 22,080,000 | 69,008,000 | |||||
Mortgage loans held for sale, at fair value | 170,150,000 | 248,826,000 | |||||||||
Notes receivable from stockholders | 10,448,000 | 55,581,000 | 56,757,000 | 10,448,000 | 10,111,000 | 53,225,000 | |||||
Interest income | 15,575,000 | 26,714,000 | |||||||||
Forgiveness of notes receivable from stockholders | $ 46,700,000 | 46,700,000 | 0 | ||||||||
Notes Receivable | |||||||||||
Related Party Transactions | |||||||||||
Notes receivable from stockholders | 10,100,000 | 53,200,000 | |||||||||
Mortgage platform revenue, net | |||||||||||
Related Party Transactions | |||||||||||
Expenses | $ 20,951,000 | $ 29,947,000 | $ 50,156,000 | $ 71,109,000 | 84,083,000 | 321,621,000 | |||||
Related party | |||||||||||
Related Party Transactions | |||||||||||
Total other liabilities | 390,000 | 440,000 | |||||||||
Director | |||||||||||
Related Party Transactions | |||||||||||
Repurchase of common stock (in shares) | shares | 33,995 | ||||||||||
Repurchase of common stock | $ 254,154 | ||||||||||
General Counsel and Chief Compliance Officer | |||||||||||
Related Party Transactions | |||||||||||
Repurchase of common stock (in shares) | shares | 82,527 | ||||||||||
Repurchase of common stock | $ 399,600 | ||||||||||
Directors and Officers | |||||||||||
Related Party Transactions | |||||||||||
Notes receivable from stockholders | 43,600,000 | ||||||||||
Interest income | $ 400,000 | 700,000 | |||||||||
Directors and Officers | Minimum | |||||||||||
Related Party Transactions | |||||||||||
Interest rate | 0.50% | ||||||||||
Directors and Officers | Maximum | |||||||||||
Related Party Transactions | |||||||||||
Interest rate | 2.50% | ||||||||||
Chief Executive Officer | |||||||||||
Related Party Transactions | |||||||||||
Notes receivable from stockholders | 40,200,000 | ||||||||||
Executive Officer | |||||||||||
Related Party Transactions | |||||||||||
Compensation expense | $ 400,000 | ||||||||||
Employee and Expense Allocation Agreement | |||||||||||
Related Party Transactions | |||||||||||
Annual payments | 20,000 | 500,000 | |||||||||
Reduction of expenses | 0 | 18,200 | |||||||||
Employee and Expense Allocation Agreement | Related party | |||||||||||
Related Party Transactions | |||||||||||
General and administrative expenses | 20,000 | 400,000 | |||||||||
Other receivables, net | 153,000 | 177,000 | |||||||||
Technology Integration and License Agreement | Related party | |||||||||||
Related Party Transactions | |||||||||||
Total other liabilities | 200,000 | 200,000 | |||||||||
Technology Integration and License Agreement | Related party | Mortgage platform revenue, net | |||||||||||
Related Party Transactions | |||||||||||
Expenses | 800,000 | 1,400,000 | |||||||||
Consulting Agreement | Related party | |||||||||||
Related Party Transactions | |||||||||||
General and administrative expenses | 0 | 100,000 | |||||||||
Total other liabilities | 0 | 0 | |||||||||
Options granted (in shares) | shares | 603,024 | ||||||||||
Vesting period | 4 years | ||||||||||
Fair value of company multiplier | 2 | ||||||||||
Vesting percentage upon change in control | 100% | ||||||||||
Consulting Agreement | Related party | Tranche One | |||||||||||
Related Party Transactions | |||||||||||
Options granted (in shares) | shares | 764,143 | ||||||||||
Term of award | 10 years | ||||||||||
Consulting Agreement | Related party | Tranche Two | |||||||||||
Related Party Transactions | |||||||||||
Options granted (in shares) | shares | 250,000 | ||||||||||
Term of award | 10 years | ||||||||||
Options granted, exercise price (in dollars per share) | $ / shares | $ 5.14 | ||||||||||
Private Label and Consumer Lending Program Agreement | |||||||||||
Related Party Transactions | |||||||||||
Annual payments | 43,200 | 98,200 | |||||||||
Private Label and Consumer Lending Program Agreement | Related party | |||||||||||
Related Party Transactions | |||||||||||
Total other liabilities | 0 | 15,000 | |||||||||
Marketing and advertising credit | (21,800) | ||||||||||
Marketing and advertising expenses | 55,300 | ||||||||||
Private Label and Consumer Lending Program Agreement | Related party | Mortgage platform revenue, net | |||||||||||
Related Party Transactions | |||||||||||
Expenses | 65,000 | 42,900 | |||||||||
Amount paid per loan | 600 | ||||||||||
Master Loan Purchase Agreement | Related party | |||||||||||
Related Party Transactions | |||||||||||
Mortgage loans held for sale, at fair value | 6,300,000 | ||||||||||
Master Loan Purchase Agreement | Related party | Better Trust I | |||||||||||
Related Party Transactions | |||||||||||
Master loan purchase agreement, amount | 20,000,000 | ||||||||||
Data Analytics Services Agreement | Related party | |||||||||||
Related Party Transactions | |||||||||||
Total other liabilities | 6,700 | 16,200 | |||||||||
Data Analytics Services Agreement | Related party | Mortgage platform revenue, net | |||||||||||
Related Party Transactions | |||||||||||
Expenses | $ 145,900 | $ 500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Jan. 05, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||
Restricted cash | $ 24,475,000 | $ 28,106,000 | |
Deposits, excluded from balance sheet | $ 0 | $ 300,000 | |
LHFS originated | Geographic Concentration Risk | Texas | |||
Loss Contingencies [Line Items] | |||
Concentration risk percentage | 11% | 11% | |
LHFS originated | Geographic Concentration Risk | Florida | |||
Loss Contingencies [Line Items] | |||
Concentration risk percentage | 12% | 10% | |
LHFS originated | Geographic Concentration Risk | California | |||
Loss Contingencies [Line Items] | |||
Concentration risk percentage | 11% | ||
One loan purchaser | Loans sold | Customer concentration risk | |||
Loss Contingencies [Line Items] | |||
Concentration risk percentage | 66% | 65% | |
Forward commitments | |||
Loss Contingencies [Line Items] | |||
Notional Value | $ 265,000,000 | $ 422,000,000 | |
Commitment to Fund Mortgage Loans | |||
Loss Contingencies [Line Items] | |||
Other commitments | 227,400,000 | ||
Escrow deposits | |||
Loss Contingencies [Line Items] | |||
Restricted cash | 3,400,000 | 8,000,000 | |
Employee related labor dispute | |||
Loss Contingencies [Line Items] | |||
Loss contingency, estimated liability | 8,400,000 | 8,400,000 | |
Employee related labor dispute | Unpaid Principal | Scenario One | Subsequent event | |||
Loss Contingencies [Line Items] | |||
Amount awarded from other party | $ 2,277,000 | ||
Employee related labor dispute | Unpaid Principal | Scenario Two | Subsequent event | |||
Loss Contingencies [Line Items] | |||
Amount awarded from other party | $ 1,161,270 | ||
Amount awarded from other party, shares to be returned (in shares) | 220,500 | ||
Employee related labor dispute | Unpaid Interest | Scenario One | Subsequent event | |||
Loss Contingencies [Line Items] | |||
Amount awarded from other party | $ 483,051.93 | ||
Employee related labor dispute | Unpaid Interest | Scenario Two | Subsequent event | |||
Loss Contingencies [Line Items] | |||
Amount awarded from other party | $ 483,051.93 | ||
Regulatory matters | |||
Loss Contingencies [Line Items] | |||
Loss contingency, estimated liability | 8,600,000 | 11,900,000 | |
Loss contingency, (gain) loss in period | 3,300,000 | ||
Loss contingency, period increase (decrease) | $ (3,300,000) | $ (1,300,000) |
Risks and Uncertainties - Narra
Risks and Uncertainties - Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) loan | Dec. 31, 2022 USD ($) loan | |
Risks and Uncertainties [Abstract] | ||
Unpaid principal balance of loans repurchased | $ | $ 22.1 | $ 110.6 |
Number of loans repurchased | loan | 55 | 262 |
Risks and Uncertainties - Loan
Risks and Uncertainties - Loan Repurchase Reserve Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Loan Repurchase Reserve [Roll Forward] | ||
Loan Repurchase Reserve | $ 26,745 | $ 17,540 |
(Recovery)/Provision | (1,823) | 33,518 |
Charge-offs | (5,450) | (24,313) |
Loan Repurchase Reserve | $ 19,472 | $ 26,745 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Basic net loss per share: | ||||||
Net loss | $ (353,889) | $ (87,626) | $ (131,632) | $ (485,521) | $ (536,420) | $ (877,077) |
Income allocated to participating securities | 0 | 0 | ||||
Net loss attributable to common stockholders - Basic | (536,420) | (877,077) | ||||
Diluted net loss per share: | ||||||
Net loss attributable to common stockholders - Basic | (536,420) | (877,077) | ||||
Interest expense and change in fair value of bifurcated derivatives on convertible notes | 0 | 0 | ||||
Income allocated to participating securities | 0 | 0 | ||||
Net loss income attributable to common stockholders - Diluted | $ (536,420) | $ (877,077) | ||||
Shares used in computation: | ||||||
Weighted average common shares outstanding (in shares) | 461,684,130 | 291,302,441 | ||||
Weighted-average effect of dilutive securities: | ||||||
Assumed exercise of stock options (in shares) | 0 | 0 | ||||
Assumed exercise of warrants (in shares) | 0 | 0 | ||||
Assumed conversion of convertible preferred stock (in shares) | 0 | 0 | ||||
Diluted weighted-average common shares outstanding (in shares) | 461,684,130 | 291,302,441 | ||||
Earnings (loss) per share attributable to common stockholders: | ||||||
Basic (in dollars per share) | $ (0.71) | $ (0.29) | $ (0.44) | $ (1.32) | $ (1.16) | $ (3.01) |
Diluted (in dollars per share) | $ (0.71) | $ (0.29) | $ (0.44) | $ (1.32) | $ (1.16) | $ (3.01) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 58,627 | 1,243,190 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 0 | 332,315 |
Pre-Closing Bridge Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 0 | 758,633 |
RSUs and Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 48,125 | 131,919 |
Warrants | Warrants to purchase convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 0 | 14,592 |
Warrants | Public Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 6,075 | 0 |
Warrants | Private Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 3,733 | 0 |
Warrants | Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 0 | 5,731 |
Sponsor Locked Up Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total (in shares) | 694 | 0 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
FAIR VALUE MEASUREMENTS | ||
Mortgage loans held for sale, at fair value | $ 170,150 | $ 248,826 |
Derivative assets, at fair value | 1,716 | 3,048 |
Bifurcated derivative | 0 | 236,603 |
Total Assets | 171,866 | 488,477 |
Derivative liabilities, at fair value | 949 | 1,828 |
Warrant and equity related liabilities, at fair value | 2,331 | 0 |
Convertible preferred stock warrants | 0 | 3,096 |
Total Liabilities | 3,280 | 4,924 |
Level 1 | ||
FAIR VALUE MEASUREMENTS | ||
Mortgage loans held for sale, at fair value | 0 | 0 |
Derivative assets, at fair value | 0 | 0 |
Bifurcated derivative | 0 | |
Total Assets | 0 | 0 |
Derivative liabilities, at fair value | 0 | 0 |
Warrant and equity related liabilities, at fair value | 972 | |
Convertible preferred stock warrants | 0 | |
Total Liabilities | 972 | 0 |
Level 2 | ||
FAIR VALUE MEASUREMENTS | ||
Mortgage loans held for sale, at fair value | 170,150 | 248,826 |
Derivative assets, at fair value | 0 | 2,732 |
Bifurcated derivative | 0 | |
Total Assets | 170,150 | 251,558 |
Derivative liabilities, at fair value | 872 | 0 |
Warrant and equity related liabilities, at fair value | 1,359 | |
Convertible preferred stock warrants | 0 | |
Total Liabilities | 2,231 | 0 |
Level 3 | ||
FAIR VALUE MEASUREMENTS | ||
Mortgage loans held for sale, at fair value | 0 | 0 |
Derivative assets, at fair value | 1,716 | 316 |
Bifurcated derivative | 236,603 | |
Total Assets | 1,716 | 236,919 |
Derivative liabilities, at fair value | 77 | 1,828 |
Warrant and equity related liabilities, at fair value | 0 | |
Convertible preferred stock warrants | 3,096 | |
Total Liabilities | $ 77 | $ 4,924 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | ||
Unrealized gain (loss) on derivatives | $ (452) | $ (5,695) |
IRLCs | ||
FAIR VALUE MEASUREMENTS | ||
Issuances (purchases) of derivative instruments | $ 1,900 | $ 4,300 |
Derivative term | 52 days | 52 days |
Gain (loss) on derivatives | $ 3,200 | $ (9,100) |
Forward commitments | ||
FAIR VALUE MEASUREMENTS | ||
Gain (loss) on derivatives | 7,200 | 187,300 |
Unrealized gain (loss) on derivatives | $ (4,700) | $ 3,400 |
Fair Value Measurements - Notio
Fair Value Measurements - Notional and Fair Value of Derivative Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Derivative [Line Items] | ||
Derivative Asset | $ 1,716 | $ 3,048 |
Derivative liabilities, at fair value | 949 | 1,828 |
IRLCs | ||
Derivative [Line Items] | ||
Notional Value | 227,380 | 225,372 |
Derivative Asset | 1,716 | 316 |
Derivative liabilities, at fair value | 77 | 1,828 |
Forward commitments | ||
Derivative [Line Items] | ||
Notional Value | 265,000 | 422,000 |
Derivative Asset | 0 | 2,732 |
Derivative liabilities, at fair value | $ 872 | $ 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Fair Value of Derivative Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
IRLCs | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Balance at beginning of year | $ (1,513) | $ 7,568 |
Change in fair value | 3,153 | (9,081) |
Balance at end of year | 1,640 | (1,513) |
Bifurcated derivative | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Balance at beginning of year | 236,603 | 0 |
Change in fair value | (236,603) | 236,603 |
Balance at end of year | $ 0 | $ 236,603 |
Fair Value Measurements - Cha_2
Fair Value Measurements - Change in Fair Value of Warrant Liabilities (Details) - Warrants - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of year | $ 3,096 | $ 31,997 |
Issuances | 0 | 0 |
Exercises | (2,829) | 0 |
Change in fair value of convertible preferred stock warrants | (266) | (28,901) |
Balance at end of year | $ 0 | $ 3,096 |
Fair Value Measurements - Offse
Fair Value Measurements - Offsetting Derivatives (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Offsetting of Forward Commitments - Assets | ||
Net Amounts Presented in the Consolidated Balance Sheet | $ 1,716 | $ 3,048 |
Offsetting of Forward Commitments - Liabilities | ||
Net Amounts Presented in the Consolidated Balance Sheet | (949) | (1,828) |
Forward commitments | ||
Offsetting of Forward Commitments - Assets | ||
Gross Amount of Recognized Assets | 0 | 3,263 |
Gross Amount of Recognized Liabilities | 0 | (531) |
Net Amounts Presented in the Consolidated Balance Sheet | 0 | 2,732 |
Offsetting of Forward Commitments - Liabilities | ||
Gross Amount of Recognized Assets | 168 | 0 |
Gross Amount of Recognized Liabilities | (1,041) | 0 |
Net Amounts Presented in the Consolidated Balance Sheet | $ (872) | $ 0 |
Fair Value Measurements - Quant
Fair Value Measurements - Quantitative Information about Significant Unobservable Inputs (Details) - Level 3 | Dec. 31, 2023 | Dec. 31, 2022 Year |
Risk free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, bifurcated derivatives | 0.0469 | |
Expected term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, bifurcated derivatives | 0.008 | |
Minimum | Pull-through factor | IRLCs | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, derivatives | 0.0077 | 0.1466 |
Minimum | Risk free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, warrants | 0.0404 | |
Minimum | Volatility rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, warrants | 0.404 | |
Minimum | Expected term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, warrants | 4.24 | |
Minimum | Fair value of common stock | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, bifurcated derivatives | 19.05 | |
Measurement input, warrants | 0 | |
Maximum | Pull-through factor | IRLCs | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, derivatives | 1 | 0.9657 |
Maximum | Risk free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, warrants | 0.0394 | |
Maximum | Volatility rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, warrants | 1.238 | |
Maximum | Expected term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, warrants | 5.74 | |
Maximum | Fair value of common stock | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, bifurcated derivatives | 10.63 | |
Measurement input, warrants | 6.60 | |
Weighted average | Pull-through factor | IRLCs | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, derivatives | 0.898 | 0.796 |
Weighted average | Risk free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, bifurcated derivatives | 0.0469 | |
Measurement input, warrants | 0.0400 | |
Weighted average | Volatility rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, warrants | 0.650 | |
Weighted average | Expected term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, bifurcated derivatives | 0.0075 | |
Measurement input, warrants | 4.8 | |
Weighted average | Fair value of common stock | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input, bifurcated derivatives | 9.77 | |
Measurement input, warrants | 1.60 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring and Non-Recurring (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
FAIR VALUE MEASUREMENTS | ||
Short-term investments | $ 25,597 | $ 0 |
Level 1 | Carrying Amount | ||
FAIR VALUE MEASUREMENTS | ||
Short-term investments | 25,597 | 0 |
Level 1 | Fair Value | ||
FAIR VALUE MEASUREMENTS | ||
Short-term investments | 25,563 | 0 |
Level 3 | Carrying Amount | ||
FAIR VALUE MEASUREMENTS | ||
Loans held for investment | 4,793 | 0 |
Convertible Notes | 514,644 | 0 |
Loan commitment asset | 0 | 16,119 |
Level 3 | Fair Value | ||
FAIR VALUE MEASUREMENTS | ||
Loans held for investment | 5,103 | 0 |
Convertible Notes | 309,135 | 0 |
Loan commitment asset | 0 | 54,654 |
Level 3 | Pre-Closing Bridge Notes | Carrying Amount | Bridge Loan | ||
FAIR VALUE MEASUREMENTS | ||
Debt instrument | 0 | 750,000 |
Level 3 | Pre-Closing Bridge Notes | Fair Value | Bridge Loan | ||
FAIR VALUE MEASUREMENTS | ||
Debt instrument | 0 | 269,067 |
Level 3 | Line of Credit | Revolving Credit Facility | Carrying Amount | ||
FAIR VALUE MEASUREMENTS | ||
Debt instrument | 0 | 144,403 |
Level 3 | Line of Credit | Revolving Credit Facility | Fair Value | ||
FAIR VALUE MEASUREMENTS | ||
Debt instrument | $ 0 | $ 145,323 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) Before Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||||
U.S. | $ (504,096) | $ (853,151) | ||||
Foreign | (30,326) | (22,826) | ||||
(Loss) Income before income tax expense (benefit) | $ (353,229) | $ (86,202) | $ (129,752) | $ (482,982) | $ (534,422) | $ (875,977) |
Income Taxes - Components of _2
Income Taxes - Components of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current Income Tax Expense (Benefit): | ||
Federal | $ 127 | $ (658) |
Foreign | 1,780 | 1,815 |
State and local | 8 | (130) |
Total Current Income Tax Expense (Benefit) | 1,915 | 1,027 |
Deferred Income Tax Expense (Benefit): | ||
Federal | (46,751) | (138,339) |
Foreign | (8,351) | (6,967) |
State and local | (7,436) | (32,013) |
Valuation Allowance | 62,621 | 177,392 |
Total Deferred Income Tax Expense (Benefit) | 83 | 73 |
Income Tax Expense (Benefit) | $ 1,998 | $ 1,100 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
US federal statutory corporate tax rate | 21% | 21% |
State and local tax | 1.02% | 2.87% |
Stock-based compensation | (0.74%) | (0.68%) |
Fair value of warrants | (9.33%) | 6.37% |
Others | (0.79%) | 0.03% |
Foreign tax rate differential | 0.23% | 0.09% |
R&D tax credit | 0% | 0.13% |
Unrecognized tax benefits | (0.02%) | 0.08% |
Interest - Pre-Closing Bridge Notes | 0% | (6.54%) |
Restructuring costs | 0% | (3.19%) |
Change in valuation allowance | (11.75%) | (20.29%) |
Effective Tax Rate | (0.38%) | (0.13%) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Valuation allowance on deferred tax assets, percent | 100% | 100% | |
Operating Loss Carryforwards [Line Items] | |||
Interest and penalties accrued | $ 127,000 | ||
Unrecognized tax benefits | 1,353,000 | $ 1,353,000 | $ 4,070,000 |
Unrecognized tax benefits that would affect the effective tax rate | 1,350,000 | ||
Interest and penalties on uncertain tax positions | 0 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 1,160,000,000 | 843,000,000 | |
State | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 936,000,000 | 741,000,000 | |
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 155,000,000 | $ 95,000,000 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Income Tax Assets | ||
Net operating loss | $ 334,955 | $ 243,632 |
Non-qualified stock options | 0 | 1,735 |
Reserves | 4,550 | 5,092 |
Loan repurchase reserve | 5,219 | 12,991 |
Restructuring reserve | 2,532 | 757 |
Accruals | 0 | 112 |
Deferred revenue | 22 | 7,688 |
Internal use software | 6,172 | 0 |
Other | 2,382 | 3,908 |
Total Deferred Income Tax Assets | 355,832 | 275,915 |
Deferred Income Tax Liabilities | ||
Non-qualified stock options | (6,215) | 0 |
Internal use software | 0 | (3,167) |
Intangible assets | (840) | (547) |
Depreciation | (1,741) | (1,775) |
Total Deferred Income Tax Liabilities | (8,796) | (5,489) |
Net Deferred Tax Asset before Valuation Allowance | 347,036 | 270,426 |
Less: Valuation Allowance | (346,833) | (270,139) |
Deferred Income Tax Assets, Net | $ 203 | $ 287 |
Income Taxes - Gross Unrecogniz
Income Taxes - Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits - January 1 | $ 1,353 | $ 4,070 |
Gross increases - tax positions in prior period | 0 | 0 |
Gross decreases - tax positions in prior period | 0 | (2,717) |
Gross increases - tax positions in current period | 0 | 0 |
Settlement | 0 | 0 |
Lapse of statute of limitations | 0 | 0 |
Unrecognized tax benefits - December 31 | $ 1,353 | $ 1,353 |
Convertible Preferred Stock - N
Convertible Preferred Stock - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Aug. 24, 2023 | Aug. 22, 2023 | |
Class of Warrant or Right [Line Items] | |||||
Recapitalization exchange ratio | 3.06 | 3.06 | |||
Exercise of convertible preferred stock warrants | $ 1,500 | $ 1,460 | $ 0 | ||
Exercise of warrants | 4,290 | ||||
Convertible preferred stock warrants | 0 | 3,096 | |||
Change in fair value of warrants | (507) | 0 | |||
Preferred Stock Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise of warrants | $ 2,800 | ||||
Convertible preferred stock warrants | 0 | 3,100 | |||
Change in fair value of warrants | $ 300 | $ 28,900 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Convertible Preferred Stock (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 0 | 602,405,839 | |
Shares Issued (in shares) | 0 | 332,314,737 | |
Shares Outstanding (in shares) | 0 | 332,314,737 | 332,314,737 |
Series D Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 26,178,574 | ||
Shares Issued (in shares) | 23,786,379 | ||
Shares Outstanding (in shares) | 23,786,379 | ||
Series D-1 Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 26,178,574 | ||
Shares Issued (in shares) | 0 | ||
Shares Outstanding (in shares) | 0 | ||
Series D-2 Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 21,305,758 | ||
Shares Issued (in shares) | 20,390,896 | ||
Shares Outstanding (in shares) | 20,390,896 | ||
Series D-3 Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 914,862 | ||
Shares Issued (in shares) | 914,862 | ||
Shares Outstanding (in shares) | 914,862 | ||
Series D-4 Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 1,062,009 | ||
Shares Issued (in shares) | 1,062,009 | ||
Shares Outstanding (in shares) | 1,062,009 | ||
Series D-5 Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 1,062,009 | ||
Shares Issued (in shares) | 0 | ||
Shares Outstanding (in shares) | 0 | ||
Series C Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 132,946,826 | ||
Shares Issued (in shares) | 100,138,544 | ||
Shares Outstanding (in shares) | 100,138,544 | ||
Series C-1 Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 132,946,826 | ||
Shares Issued (in shares) | 8,939,693 | ||
Shares Outstanding (in shares) | 8,939,693 | ||
Series C-2 Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 18,624,354 | ||
Shares Issued (in shares) | 14,018,524 | ||
Shares Outstanding (in shares) | 14,018,524 | ||
Series C-3 Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 19,741,818 | ||
Shares Issued (in shares) | 8,367,368 | ||
Shares Outstanding (in shares) | 8,367,368 | ||
Series C-4 Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 2,171,064 | ||
Shares Issued (in shares) | 2,171,064 | ||
Shares Outstanding (in shares) | 2,171,064 | ||
Series C-5 Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 18,624,354 | ||
Shares Issued (in shares) | 4,605,830 | ||
Shares Outstanding (in shares) | 4,605,830 | ||
Series C-6 Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 19,741,818 | ||
Shares Issued (in shares) | 11,374,450 | ||
Shares Outstanding (in shares) | 11,374,450 | ||
Series C-7 Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 9,833,660 | ||
Shares Issued (in shares) | 4,469,846 | ||
Shares Outstanding (in shares) | 4,469,846 | ||
Series B Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 39,753,024 | ||
Shares Issued (in shares) | 28,583,364 | ||
Shares Outstanding (in shares) | 28,583,364 | ||
Series B-1 Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 12,531,940 | ||
Shares Issued (in shares) | 11,169,660 | ||
Shares Outstanding (in shares) | 11,169,660 | ||
Series A Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 93,850,533 | ||
Shares Issued (in shares) | 69,267,349 | ||
Shares Outstanding (in shares) | 69,267,349 | ||
Series A-1 Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized (in shares) | 24,937,838 | ||
Shares Issued (in shares) | 23,054,899 | ||
Shares Outstanding (in shares) | 23,054,899 |
Convertible Preferred Stock - C
Convertible Preferred Stock - Convertible Preferred Stock Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2020 | Apr. 30, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Sep. 30, 2018 |
Class of Warrant or Right [Line Items] | |||||||
Convertible preferred stock warrants | $ 0 | $ 3,096 | |||||
Preferred Stock Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | 7,598,424 | ||||||
Convertible preferred stock warrants | $ 0 | $ 3,100 | |||||
Issued September 2018 | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | 2,312,296 | ||||||
Strike (in dollars per share) | $ 0.59 | ||||||
Convertible preferred stock warrants | $ 1,256 | $ 170 | |||||
Issued February 2019 | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | 153,807 | ||||||
Strike (in dollars per share) | $ 0.59 | ||||||
Convertible preferred stock warrants | $ 84 | $ 12 | |||||
Issued March 2019 | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | 1,146,214 | ||||||
Strike (in dollars per share) | $ 1.12 | ||||||
Convertible preferred stock warrants | $ 397 | $ 87 | |||||
Issued April 2019 | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | 3,575,879 | ||||||
Strike (in dollars per share) | $ 1.12 | ||||||
Convertible preferred stock warrants | $ 1,240 | $ 313 | |||||
Issued March 2020 | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding (in shares) | 410,228 | ||||||
Strike (in dollars per share) | $ 1.64 | ||||||
Convertible preferred stock warrants | $ 119 | $ 201 |
Convertible Preferred Stock - F
Convertible Preferred Stock - Fair Value Assumptions (Details) $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Mar. 31, 2020 USD ($) | Apr. 30, 2019 USD ($) | Mar. 31, 2019 USD ($) | Feb. 28, 2019 USD ($) | Sep. 30, 2018 USD ($) |
Class of Warrant or Right [Line Items] | |||||||
Convertible preferred stock warrants | $ 0 | $ 3,096 | |||||
Issued September 2018 | |||||||
Class of Warrant or Right [Line Items] | |||||||
Convertible preferred stock warrants | $ 1,256 | $ 170 | |||||
Issued September 2018 | Stock price | |||||||
Class of Warrant or Right [Line Items] | |||||||
Measurement input, warrants | $ / shares | 0.54 | ||||||
Issued February 2019 | |||||||
Class of Warrant or Right [Line Items] | |||||||
Convertible preferred stock warrants | $ 84 | $ 12 | |||||
Issued February 2019 | Stock price | |||||||
Class of Warrant or Right [Line Items] | |||||||
Measurement input, warrants | $ / shares | 0.54 | ||||||
Issued March 2019 | |||||||
Class of Warrant or Right [Line Items] | |||||||
Convertible preferred stock warrants | $ 397 | $ 87 | |||||
Issued March 2019 | Stock price | |||||||
Class of Warrant or Right [Line Items] | |||||||
Measurement input, warrants | $ / shares | 0.35 | ||||||
Issued April 2019 | |||||||
Class of Warrant or Right [Line Items] | |||||||
Convertible preferred stock warrants | $ 1,240 | $ 313 | |||||
Issued April 2019 | Stock price | |||||||
Class of Warrant or Right [Line Items] | |||||||
Measurement input, warrants | $ / shares | 0.35 | ||||||
Issued March 2020 | |||||||
Class of Warrant or Right [Line Items] | |||||||
Convertible preferred stock warrants | $ 119 | $ 201 | |||||
Issued March 2020 | Stock price | |||||||
Class of Warrant or Right [Line Items] | |||||||
Measurement input, warrants | $ / shares | 0.29 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 12 Months Ended | ||||||
Dec. 31, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Aug. 24, 2023 | Aug. 22, 2023 | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | |
SHAREHOLDERS' EQUITY | |||||||
Recapitalization exchange ratio | 3.06 | 3.06 | |||||
Common stock, authorized (in shares) | shares | 3,300,000,000 | 1,086,027,188 | |||||
Ordinary shares, par value, (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Convertible preferred stock warrants | $ 0 | $ 3,096,000 | |||||
Change in fair value of warrants | (507,000) | 0 | |||||
Notes receivable from stockholders | 10,111,000 | 53,225,000 | $ 10,448,000 | $ 56,757,000 | $ 55,581,000 | ||
Notes Receivables from Stockholders | |||||||
SHAREHOLDERS' EQUITY | |||||||
Outstanding promissory notes | 18,300,000 | 65,200,000 | |||||
Notes receivable from stockholders | 10,100,000 | 53,900,000 | |||||
Notes receivable from stockholders, stock options not yet vested | 8,200,000 | 11,300,000 | |||||
Private And Public Warrants | |||||||
SHAREHOLDERS' EQUITY | |||||||
Convertible preferred stock warrants | 1,900,000 | 0 | |||||
Change in fair value of warrants | 700,000 | ||||||
Sponsor Locked Up Shares | |||||||
SHAREHOLDERS' EQUITY | |||||||
Convertible preferred stock warrants | 400,000 | $ 0 | |||||
Change in fair value of warrants | $ (200,000) | ||||||
Class A | |||||||
SHAREHOLDERS' EQUITY | |||||||
Common stock, authorized (in shares) | shares | 1,800,000,000 | 24,452,565 | |||||
Ordinary shares, par value, (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Ordinary shares, votes per share | vote | 1 | ||||||
Class B | |||||||
SHAREHOLDERS' EQUITY | |||||||
Common stock, authorized (in shares) | shares | 700,000,000 | 588,261,164 | |||||
Ordinary shares, par value, (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Ordinary shares, votes per share | vote | 3 | ||||||
Class C | |||||||
SHAREHOLDERS' EQUITY | |||||||
Common stock, authorized (in shares) | shares | 800,000,000 | ||||||
Ordinary shares, par value, (in dollars per share) | $ / shares | $ 0.0001 |
Stockholders' Equity - Classes
Stockholders' Equity - Classes of Common Stock (Details) - USD ($) | Dec. 31, 2023 | Aug. 22, 2023 | Dec. 31, 2022 |
SHAREHOLDERS' EQUITY | |||
Shares Authorized (in shares) | 3,300,000,000 | 1,086,027,188 | |
Shares Issued (in shares) | 751,773,361 | 299,783,421 | |
Shares Outstanding (in shares) | 751,773,361 | 299,783,421 | |
Par Value | $ 74,000 | $ 30 | |
Common A Stock | |||
SHAREHOLDERS' EQUITY | |||
Shares Authorized (in shares) | 1,800,000,000 | 24,452,565 | |
Shares Issued (in shares) | 359,360,386 | 90,606,346 | 24,452,565 |
Shares Outstanding (in shares) | 359,360,386 | 24,452,565 | |
Par Value | $ 35,000 | $ 3 | |
Common B Stock | |||
SHAREHOLDERS' EQUITY | |||
Shares Authorized (in shares) | 700,000,000 | 588,261,164 | |
Shares Issued (in shares) | 320,535,692 | 574,407,420 | 171,441,780 |
Shares Outstanding (in shares) | 320,535,692 | 171,441,780 | |
Par Value | $ 32,000 | $ 14 | |
Common C Stock | |||
SHAREHOLDERS' EQUITY | |||
Shares Authorized (in shares) | 800,000,000 | ||
Shares Issued (in shares) | 71,877,283 | 71,877,283 | |
Shares Outstanding (in shares) | 71,877,283 | ||
Par Value | $ 7,000 | ||
Common B-1 Stock | |||
SHAREHOLDERS' EQUITY | |||
Shares Authorized (in shares) | 236,938,220 | ||
Shares Issued (in shares) | 0 | ||
Shares Outstanding (in shares) | 0 | ||
Par Value | $ 0 | ||
Common O Stock | |||
SHAREHOLDERS' EQUITY | |||
Shares Authorized (in shares) | 236,375,239 | ||
Shares Issued (in shares) | 103,889,076 | ||
Shares Outstanding (in shares) | 103,889,076 | ||
Par Value | $ 12 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2020 | Mar. 31, 2019 |
Class of Warrant or Right [Line Items] | ||||
Convertible preferred stock warrants | $ 0 | $ 3,096 | ||
Common Stock Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 5,731,070 | |||
Issued March 2019 | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 1,146,214 | |||
Strike (in dollars per share) | $ 0.23 | |||
Convertible preferred stock warrants | $ 179 | |||
Issued March 2020 | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 4,584,856 | |||
Strike (in dollars per share) | $ 1.12 | |||
Convertible preferred stock warrants | $ 271 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Aug. 22, 2023 shares | May 15, 2017 | Nov. 03, 2016 | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Cost not yet recognized, stock options | $ | $ 14,300 | ||||
Intrinsic value of stock options exercised | $ | $ 270 | $ 8,600 | |||
Weighted average grant-date fair value of stock options granted (in dollars per share) | $ / shares | $ 0.68 | $ 2.74 | |||
Grant date fair value of stock options vested | $ | $ 13,700 | $ 26,700 | |||
Stock options exercised, not vested, restricted, liability | $ | $ 1,500 | $ 1,700 | |||
Stock options, exercised, not vested, restricted (in shares) | 1,739,740 | 1,944,049 | |||
PSUs granted (in shares) | 15,006,472 | ||||
RSUs granted (in dollars per share) | $ / shares | $ 1.09 | ||||
Total stock-based compensation expense | $ | $ 54,145 | $ 30,542 | |||
Stock options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Cost not yet recognized, period for recognition | 1 month 13 days | ||||
RSUs | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Cost not yet recognized, period for recognition | 1 year 9 months 14 days | ||||
Total stock-based compensation expense | $ | $ 43,500 | ||||
Cost not yet recognized, other awards | $ | $ 23,500 | ||||
PSUs | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
PSU's outstanding (in shares) | 2,475,822 | ||||
RSUs granted (in dollars per share) | $ / shares | $ 1.18 | ||||
2016 Equity Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares issuable (in shares) | 169,090 | ||||
2016 Equity Incentive Plan | Stock options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Vesting, percentage | 25% | ||||
2017 Equity Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares issuable (in shares) | 46,582,973 | ||||
2017 Equity Incentive Plan | Stock options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
2017 Equity Incentive Plan | Stock options | Tranche One | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting, percentage | 25% | ||||
2017 Equity Incentive Plan | Stock options | Tranche Two | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting, monthly vesting percentage | 0.02083 | ||||
2023 Incentive Equity Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Common stock, reserved for issuance (in shares) | 88,626,665 | ||||
Initial reserve, automatic increase, percentage | 5% | ||||
Common stock, reserved for issuance, maximum (in shares) | 614,343,928 | ||||
2023 Employee Stock Purchase Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Common stock, reserved for issuance (in shares) | 16,113,939 | ||||
Initial reserve, automatic increase, percentage | 1% | ||||
Common stock, reserved for issuance, maximum (in shares) | 120,854,543 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Number of Options | |
Outstanding, beginning balance (in shares) | shares | 44,102,582 |
Options granted (in shares) | shares | 3,441,481 |
Options exercised (in shares) | shares | (1,815,117) |
Options cancelled or forfeited (in shares) | shares | (7,608,884) |
Options expired (in shares) | shares | (3,013,619) |
Outstanding, ending balance (in shares) | shares | 35,106,443 |
Vested and exercisable (in shares) | shares | 30,133,812 |
Options expected to vest (in shares) | shares | 4,972,966 |
Options vested and expected to vest (in shares) | shares | 35,106,778 |
Weighted Average Exercise Price | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 2.77 |
Options granted (in dollars per share) | $ / shares | 1.12 |
Options exercised (in dollars per share) | $ / shares | 0.14 |
Options cancelled or forfeited (in dollars per share) | $ / shares | 6.48 |
Options expired (in dollars per share) | $ / shares | 0.90 |
Outstanding, ending balance (in dollars per share) | $ / shares | 1.51 |
Vested and exercisable (in dollars per share) | $ / shares | 1.52 |
Options expected to vest (in dollars per share) | $ / shares | 1.44 |
Options vested and expected to vest (in dollars per share) | $ / shares | $ 1.51 |
Outstanding, intrinsic value | $ | $ 101,900 |
Vested and exercisable, intrinsic value | $ | 217,600 |
Options expected to vest, intrinsic value | $ | 300 |
Options vested and expected to vest, intrinsic value | $ | $ 45,300 |
Outstanding, weighted average remaining term | 6 years 1 month 6 days |
Vested and exercisable, weighted average remaining term | 4 years 10 months 24 days |
Options expected to vest, weighted average remaining term | 8 years 4 months 24 days |
Options vested and expected to vest, weighted average remaining term | 6 years 1 month 6 days |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Minimum | Common O Stock | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value of Common O Stock (in dollars per share) | $ 0.40 | $ 1.12 |
Maximum | Common O Stock | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value of Common O Stock (in dollars per share) | 1.1 | 4.84 |
Weighted average | Common O Stock | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value of Common O Stock (in dollars per share) | $ 1.01 | $ 1.45 |
Stock options | Minimum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 76.50% | 72.58% |
Expected term (years) | 5 years | 5 years |
Risk-free interest rate | 3.60% | 1.96% |
Stock options | Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 77.40% | 76.74% |
Expected term (years) | 6 years 1 month 6 days | 6 years |
Risk-free interest rate | 4.20% | 4.22% |
Stock options | Weighted average | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 76.70% | 76.40% |
Expected term (years) | 5 years 9 months 18 days | 6 years |
Risk-free interest rate | 4% | 3.75% |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Shares | ||
Unvested, beginning balance (in shares) | 24,459,378 | |
RSUs granted (in shares) | 15,006,472 | |
RSUs vested (in shares) | (21,077,695) | |
RSUs cancelled (expired) (in shares) | (6,911,626) | |
Unvested, ending balance (in shares) | 11,476,529 | 24,459,378 |
Weighted Average Grant Date Fair Value | ||
Unvested, beginning balance (in dollars per share) | $ 3.99 | |
RSUs granted (in dollars per share) | 1.09 | |
RSUs vested (in dollars per share) | 2.02 | |
RSUs cancelled (expired) (in dollars per share) | 3.68 | |
Unvested, ending balance (in dollars per share) | $ 2.49 | $ 3.99 |
Total stock-based compensation expense | $ 54,145 | $ 30,542 |
RSUs | ||
Number of Shares | ||
RSUs vested (in shares) | (20,500,000) | |
Weighted Average Grant Date Fair Value | ||
Total stock-based compensation expense | $ 43,500 | |
Double Trigger RSUs | ||
Weighted Average Grant Date Fair Value | ||
Total stock-based compensation expense | $ 35,200 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 54,145 | $ 30,542 |
Capitalization of stock-based compensation related to internal use software | 4,123 | 4,051 |
Cost of revenue | Mortgage platform expenses | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 8,643 | 4,602 |
Cost of revenue | Other platform expenses | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 2,239 | 755 |
General and administrative expenses | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 37,204 | 19,910 |
Marketing expenses | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 257 | 652 |
Technology and product development expenses | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 5,802 | $ 4,623 |
Regulatory Requirements (Detail
Regulatory Requirements (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Jul. 24, 2023 |
Mortgage Banking [Abstract] | ||
Minimum net worth | $ 1.3 | |
Minimum liquidity | $ 0.3 | |
Minimum capital ratio | 6% | |
Banking regulation, additional cash collateral requirement | $ 5 | $ 5 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||
Feb. 29, 2024 | Mar. 13, 2024 | Aug. 22, 2023 | |
Aurora Acquisition Corp | Public Warrants and Private Placement Warrants | Class A | |||
Subsequent Event [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
Subsequent event | Aurora Acquisition Corp | Public Warrants and Private Placement Warrants | Class A | |||
Subsequent Event [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
Post-Closing Convertible Notes | Convertible Debt | Subsequent event | |||
Subsequent Event [Line Items] | |||
Interest expense on debt | $ 2.5 |
Immaterial Restatements and R_3
Immaterial Restatements and Reclassifications of Prior Period Financial Statements - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||||||
Other receivables, net | $ 16,888 | $ 10,705 | $ 15,610 | $ 20,627 | $ 16,582 | |
Property and equipment, net | 16,454 | 30,430 | ||||
Right-of-use assets | 19,988 | 29,028 | 39,723 | |||
Goodwill | 32,390 | 31,354 | 32,162 | 19,369 | 17,388 | $ 18,674 |
Prepaid expenses and other assets | 56,179 | 66,381 | 70,339 | 66,572 | ||
Total Assets | 905,554 | 936,173 | 925,325 | 1,077,087 | 1,083,352 | |
Liabilities | ||||||
Accounts payable and accrued expenses | 66,558 | 93,427 | 100,587 | 103,537 | 82,437 | |
Operating lease liabilities | 31,202 | 40,593 | 57,508 | |||
Total Liabilities | 782,954 | 769,815 | 1,215,350 | 1,327,756 | 1,251,255 | |
Stockholders’ Equity (Deficit) | ||||||
Notes receivable from stockholders | (10,111) | (10,448) | (56,757) | (55,581) | (53,225) | |
Additional paid-in capital | 1,838,427 | 1,832,371 | 631,493 | 625,546 | 618,111 | |
Accumulated deficit | (1,704,076) | (1,653,209) | (1,299,320) | (1,255,309) | (1,167,656) | |
Total Stockholders’ Equity (Deficit) | 122,600 | 166,358 | (726,306) | (686,949) | (604,183) | 242,571 |
Liabilities and Equity | $ 905,554 | 936,173 | 925,325 | 1,077,087 | 1,083,352 | |
As Previously Reported | ||||||
Assets | ||||||
Other receivables, net | 10,449 | 15,238 | 20,342 | 16,285 | ||
Property and equipment, net | 30,504 | |||||
Right-of-use assets | 31,269 | 41,979 | ||||
Goodwill | 32,492 | 33,300 | 20,507 | 18,525 | ||
Prepaid expenses and other assets | 67,260 | 71,218 | ||||
Total Assets | 937,055 | 926,970 | 1,081,060 | 1,086,522 | ||
Liabilities | ||||||
Accounts payable and accrued expenses | 103,435 | 108,175 | 111,134 | 88,983 | ||
Operating lease liabilities | 43,118 | 60,049 | ||||
Total Liabilities | 779,823 | 1,222,938 | 1,337,878 | 1,260,342 | ||
Stockholders’ Equity (Deficit) | ||||||
Notes receivable from stockholders | (10,404) | (56,254) | (55,349) | (53,900) | ||
Additional paid-in capital | 1,826,848 | 642,551 | 635,166 | 626,628 | ||
Accumulated deficit | (1,656,856) | (1,316,823) | (1,271,310) | (1,181,415) | ||
Total Stockholders’ Equity (Deficit) | 157,232 | (732,249) | (693,098) | (610,100) | 240,160 | |
Liabilities and Equity | 937,055 | 926,970 | 1,081,060 | 1,086,522 | ||
Corrections | ||||||
Assets | ||||||
Other receivables, net | 256 | 372 | 285 | 297 | ||
Property and equipment, net | (74) | |||||
Right-of-use assets | (2,241) | (2,256) | ||||
Goodwill | (1,138) | (1,138) | (1,138) | (1,137) | ||
Prepaid expenses and other assets | (879) | (879) | ||||
Total Assets | (882) | (1,645) | (3,973) | (3,170) | ||
Liabilities | ||||||
Accounts payable and accrued expenses | (10,008) | (7,588) | (7,597) | (6,546) | ||
Operating lease liabilities | (2,525) | (2,541) | ||||
Total Liabilities | (10,008) | (7,588) | (10,122) | (9,087) | ||
Stockholders’ Equity (Deficit) | ||||||
Notes receivable from stockholders | (44) | (503) | (232) | 675 | ||
Additional paid-in capital | 5,523 | (11,058) | (9,620) | (8,517) | ||
Accumulated deficit | 3,647 | 17,503 | 16,001 | 13,759 | ||
Total Stockholders’ Equity (Deficit) | 9,126 | 5,943 | 6,149 | 5,917 | $ 2,411 | |
Liabilities and Equity | $ (882) | $ (1,645) | $ (3,973) | $ (3,170) |
Immaterial Restatements and R_4
Immaterial Restatements and Reclassifications of Prior Period Financial Statements - Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues: | ||||||
Total net revenues | $ 16,295 | $ 20,283 | $ 50,232 | $ 66,528 | $ 76,820 | $ 378,023 |
Expenses: | ||||||
General and administrative expenses | 68,746 | 28,832 | 52,483 | 121,229 | 147,214 | 185,876 |
Marketing and advertising expenses | 5,162 | 8,624 | 11,981 | 17,144 | 22,080 | 69,008 |
Technology and product development expenses | 22,775 | 23,606 | 44,914 | 67,689 | 83,815 | 124,308 |
Restructuring and impairment expenses (see Note 5) | 10,829 | 11,508 | 17,459 | 246,485 | ||
Total expenses | 121,951 | 104,942 | 179,226 | 301,180 | 368,096 | 1,236,943 |
Loss from operations | (105,656) | (84,659) | (128,994) | (234,652) | (291,276) | (858,920) |
Interest and other income (expense), net | ||||||
Other income | 1,172 | 5,382 | 13,614 | 3,556 | ||
Total interest and other expense, net | (247,573) | (248,331) | (243,146) | (17,057) | ||
Loss before income tax expense (benefit) | (353,229) | (86,202) | (129,752) | (482,982) | (534,422) | (875,977) |
Net loss | (353,889) | (87,626) | (131,632) | (485,521) | (536,420) | (877,077) |
Other comprehensive income/(loss): | ||||||
Comprehensive loss | $ (354,587) | $ (87,818) | $ (131,941) | $ (486,528) | $ (536,711) | $ (878,395) |
Per share data: | ||||||
Loss per share attributable to common stockholders: Basic (in dollars per share) | $ (0.71) | $ (0.29) | $ (0.44) | $ (1.32) | $ (1.16) | $ (3.01) |
Loss per share attributable to common stockholders: Diluted (in dollars per share) | $ (0.71) | $ (0.29) | $ (0.44) | $ (1.32) | $ (1.16) | $ (3.01) |
As Previously Reported | ||||||
Revenues: | ||||||
Total net revenues | $ 16,449 | $ 20,958 | $ 51,120 | $ 67,569 | $ 382,976 | |
Expenses: | ||||||
General and administrative expenses | 59,189 | 30,189 | 54,203 | 113,392 | 194,565 | |
Marketing and advertising expenses | 5,128 | 8,631 | 11,994 | 17,122 | 69,021 | |
Technology and product development expenses | 20,732 | 24,118 | 45,907 | 66,639 | 124,912 | |
Restructuring and impairment expenses (see Note 5) | 11,119 | 11,798 | 247,693 | |||
Total expenses | 108,055 | 107,886 | 183,890 | 291,945 | 1,253,806 | |
Loss from operations | (91,606) | (86,928) | (132,770) | (224,376) | (870,830) | |
Interest and other income (expense), net | ||||||
Other income | 977 | 5,187 | 3,741 | |||
Total interest and other expense, net | (247,768) | (248,526) | (16,872) | |||
Loss before income tax expense (benefit) | (339,374) | (88,471) | (133,528) | (472,902) | (887,702) | |
Net loss | (340,033) | (89,895) | (135,408) | (475,441) | (888,802) | |
Other comprehensive income/(loss): | ||||||
Comprehensive loss | $ (340,731) | $ (90,087) | $ (135,717) | $ (476,448) | $ (890,120) | |
Per share data: | ||||||
Loss per share attributable to common stockholders: Basic (in dollars per share) | $ (0.68) | $ (0.30) | $ (0.45) | $ (1.30) | $ (3.05) | |
Loss per share attributable to common stockholders: Diluted (in dollars per share) | $ (0.68) | $ (0.30) | $ (0.45) | $ (1.30) | $ (3.05) | |
Reclassifications | ||||||
Revenues: | ||||||
Total net revenues | $ (253) | $ (675) | $ (888) | $ (1,140) | $ (4,859) | |
Expenses: | ||||||
General and administrative expenses | 0 | 0 | 0 | 0 | 0 | |
Marketing and advertising expenses | 0 | 0 | 0 | 0 | 0 | |
Technology and product development expenses | 0 | 0 | 0 | 0 | 0 | |
Restructuring and impairment expenses (see Note 5) | 0 | 0 | 0 | |||
Total expenses | (253) | (675) | (888) | (1,140) | (4,859) | |
Loss from operations | 0 | 0 | 0 | 0 | 0 | |
Interest and other income (expense), net | ||||||
Other income | 0 | 0 | 0 | |||
Total interest and other expense, net | 0 | 0 | 0 | |||
Loss before income tax expense (benefit) | 0 | 0 | 0 | 0 | 0 | |
Net loss | 0 | 0 | 0 | 0 | 0 | |
Other comprehensive income/(loss): | ||||||
Comprehensive loss | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Per share data: | ||||||
Loss per share attributable to common stockholders: Basic (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Loss per share attributable to common stockholders: Diluted (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Corrections | ||||||
Revenues: | ||||||
Total net revenues | $ 99 | $ 0 | $ 0 | $ 99 | $ (94) | |
Expenses: | ||||||
General and administrative expenses | 9,557 | (1,357) | (1,720) | 7,837 | (8,689) | |
Marketing and advertising expenses | 34 | (7) | (13) | 22 | (13) | |
Technology and product development expenses | 2,043 | (512) | (993) | 1,050 | (604) | |
Restructuring and impairment expenses (see Note 5) | (290) | (290) | (1,208) | |||
Total expenses | 14,149 | (2,269) | (3,776) | 10,375 | (12,004) | |
Loss from operations | (14,050) | 2,269 | 3,776 | (10,276) | 11,910 | |
Interest and other income (expense), net | ||||||
Other income | 195 | 195 | (185) | |||
Total interest and other expense, net | 195 | 195 | (185) | |||
Loss before income tax expense (benefit) | (13,856) | 2,269 | 3,776 | (10,080) | 11,725 | |
Net loss | (13,856) | 2,269 | 3,776 | (10,080) | 11,725 | |
Other comprehensive income/(loss): | ||||||
Comprehensive loss | $ (13,856) | $ 2,269 | $ 3,776 | $ (10,080) | $ 11,725 | |
Per share data: | ||||||
Loss per share attributable to common stockholders: Basic (in dollars per share) | $ (0.03) | $ 0.01 | $ 0.01 | $ (0.02) | $ 0.04 | |
Loss per share attributable to common stockholders: Diluted (in dollars per share) | $ (0.03) | $ 0.01 | $ 0.01 | $ (0.02) | $ 0.04 | |
Mortgage platform revenue, net | ||||||
Revenues: | ||||||
Revenues | $ 13,444 | $ 15,289 | $ 39,832 | $ 53,277 | $ 61,328 | $ 101,285 |
Expenses: | ||||||
Expenses | 20,951 | 29,947 | 50,156 | 71,109 | 84,083 | 321,621 |
Mortgage platform revenue, net | As Previously Reported | ||||||
Revenues: | ||||||
Revenues | 14,207 | 15,964 | 40,720 | 54,927 | 105,658 | |
Expenses: | ||||||
Expenses | 19,166 | 30,931 | 51,643 | 70,809 | 327,815 | |
Mortgage platform revenue, net | Reclassifications | ||||||
Revenues: | ||||||
Revenues | (253) | (675) | (888) | (1,140) | (4,859) | |
Expenses: | ||||||
Expenses | (253) | (675) | (888) | (1,140) | (4,859) | |
Mortgage platform revenue, net | Corrections | ||||||
Revenues: | ||||||
Revenues | (510) | 0 | (510) | 486 | ||
Expenses: | ||||||
Expenses | 2,038 | (309) | (599) | 1,440 | (1,335) | |
Other platform revenue | ||||||
Revenues: | ||||||
Revenues | 1,942 | 9,964 | 11,293 | 38,362 | ||
Expenses: | ||||||
Expenses | 3,638 | 4,693 | 8,465 | 12,103 | $ 13,048 | 59,501 |
Other platform revenue | As Previously Reported | ||||||
Revenues: | ||||||
Revenues | 1,333 | 9,355 | 38,942 | |||
Expenses: | ||||||
Expenses | 3,161 | 4,777 | 8,626 | 11,787 | 59,656 | |
Other platform revenue | Reclassifications | ||||||
Revenues: | ||||||
Revenues | 0 | 0 | 0 | |||
Expenses: | ||||||
Expenses | 0 | 0 | 0 | 0 | 0 | |
Other platform revenue | Corrections | ||||||
Revenues: | ||||||
Revenues | 609 | 609 | (580) | |||
Expenses: | ||||||
Expenses | $ 477 | $ (84) | $ (161) | $ 316 | $ (155) |
Immaterial Restatements and R_5
Immaterial Restatements and Reclassifications of Prior Period Financial Statements - Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Increase (Decrease) in Stockholders' Equity | ||||||
Beginning balance | $ (726,306) | $ (604,183) | $ (604,183) | $ (604,183) | $ (604,183) | $ 242,571 |
Beginning balance (in shares) | 299,783,421 | 299,783,421 | 299,783,421 | 299,783,421 | ||
Issuance of common stock upon Business Combination close | 37,967 | $ 37,967 | $ 37,967 | |||
Transaction costs related to the Business Combination | (18,178) | (18,178) | (17,173) | |||
Issuance of common stock for options exercised | 2,253 | $ 1,353 | $ 2,206 | 4,459 | 656 | 14,544 |
Cancellation of common stock | (8) | (8) | (8) | (8) | (2,804) | |
Stock-based compensation | 42,125 | 5,917 | 10,822 | 52,947 | 58,284 | 34,493 |
Shares issued for vested restricted stock units | 1 | 1 | ||||
Vesting of common stock issued via notes receivable from stockholders | (1,297) | (2,210) | (3,201) | (4,498) | 0 | (14,592) |
Forgiveness of officer loans | 988 | 988 | 988 | |||
Net loss | (353,889) | (87,626) | (131,632) | (485,521) | (536,420) | (877,077) |
Ending balance | $ 166,358 | $ (686,949) | $ (726,306) | $ 166,358 | $ 122,600 | $ (604,183) |
Ending balance (in shares) | 751,773,361 | 299,783,421 | ||||
Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Beginning balance | $ 10 | |||||
Beginning balance (in shares) | 300,712,117 | 98,078,356 | 98,078,356 | 98,078,356 | 98,078,356 | 302,805,767 |
Issuance of common stock upon Business Combination close (in shares) | 10,004,521 | 10,004,521 | 10,004,521 | |||
Issuance of common stock upon Business Combination close | $ 1 | |||||
Issuance of common stock for options exercised (in shares) | 1,734,280 | 133,645 | 175,799 | 1,734,280 | 1,814,551 | 4,563,692 |
Cancellation of common stock (in shares) | (2,805,476) | (326,301) | (453,329) | (2,805,476) | (2,805,476) | (7,586,038) |
Shares issued for vested restricted stock units (in shares) | 12,352,321 | 1,048,752 | 1,206,226 | 13,281,017 | 14,007,377 | |
Shares issued for vested restricted stock units | $ 1 | |||||
Ending balance | $ 74 | |||||
Ending balance (in shares) | 750,966,726 | 300,639,517 | 300,712,117 | 750,966,726 | 751,773,361 | 98,078,356 |
Previously Reported, Before Reclassification | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Beginning balance | $ (726,306) | $ (604,183) | $ (604,183) | $ (604,183) | $ (604,183) | $ 242,571 |
Ending balance | (726,306) | (604,183) | ||||
Previously Reported, Before Reclassification | Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Beginning balance | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |
Beginning balance (in shares) | 98,370,492 | 98,078,356 | 98,078,356 | 98,078,356 | 98,078,356 | 99,067,159 |
Ending balance | $ 10 | |||||
Ending balance (in shares) | 98,370,492 | 98,078,356 | ||||
Recapitalization | Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Beginning balance | $ 20 | $ 20 | $ 20 | $ 20 | ||
Beginning balance (in shares) | 202,305,863 | 201,705,065 | 201,705,065 | 201,705,065 | 201,705,065 | 203,738,608 |
Ending balance | $ 20 | |||||
Ending balance (in shares) | 202,305,863 | 201,705,065 | ||||
Revision Of Prior Period, Error Correction, Adjustment, 2022 Reclassification | Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Beginning balance (in shares) | 24,075 | |||||
Ending balance (in shares) | 24,075 | |||||
As Previously Reported | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Beginning balance | $ (732,249) | $ (610,100) | $ (610,100) | $ (610,100) | $ (610,100) | $ 240,160 |
Issuance of common stock upon Business Combination close | 37,967 | 37,967 | ||||
Transaction costs related to the Business Combination | (21,437) | (21,437) | ||||
Issuance of common stock for options exercised | 2,253 | 1,353 | 2,206 | 4,459 | 15,323 | |
Cancellation of common stock | (8) | (8) | (8) | |||
Stock-based compensation | 27,547 | 7,193 | 13,725 | 41,272 | 42,608 | |
Shares issued for vested restricted stock units | 1 | |||||
Vesting of common stock issued via notes receivable from stockholders | (1,041) | (1,449) | (2,354) | (3,395) | (15,267) | |
Forgiveness of officer loans | 1,530 | 1,530 | ||||
Net loss | (340,033) | (89,895) | (135,408) | (475,441) | (888,802) | |
Ending balance | $ 157,232 | $ (693,098) | $ (732,249) | $ 157,232 | (610,100) | |
As Previously Reported | Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Beginning balance (in shares) | 300,676,356 | |||||
Issuance of common stock upon Business Combination close (in shares) | 10,698,910 | 10,698,910 | ||||
Issuance of common stock for options exercised (in shares) | 106,744 | 1,180,686 | 1,348,654 | 1,460,854 | ||
Cancellation of common stock (in shares) | (2,865,535) | (401,056) | (455,719) | (3,326,710) | ||
Ending balance (in shares) | 737,585,438 | 300,563,051 | 300,676,356 | 737,585,438 | ||
Corrections | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Beginning balance | $ 5,943 | $ 5,917 | $ 5,917 | $ 5,917 | 5,917 | 2,411 |
Transaction costs related to the Business Combination | 3,259 | 3,259 | ||||
Issuance of common stock for options exercised | (779) | |||||
Stock-based compensation | 14,578 | (1,276) | (2,903) | 11,675 | (8,115) | |
Vesting of common stock issued via notes receivable from stockholders | (256) | (761) | (847) | (1,103) | 675 | |
Forgiveness of officer loans | (542) | (542) | ||||
Net loss | (13,856) | 2,269 | 3,776 | (10,080) | 11,725 | |
Ending balance | $ 9,126 | $ 6,149 | $ 5,943 | $ 9,126 | 5,917 | |
Corrections | Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Beginning balance (in shares) | 35,761 | |||||
Issuance of common stock upon Business Combination close (in shares) | (694,389) | (694,389) | ||||
Issuance of common stock for options exercised (in shares) | 1,627,536 | (1,047,041) | (1,172,855) | 273,426 | ||
Cancellation of common stock (in shares) | 60,059 | 74,755 | 2,390 | 521,234 | ||
Shares issued for vested restricted stock units (in shares) | 12,352,321 | 1,048,752 | 1,206,226 | 13,281,017 | ||
Ending balance (in shares) | 13,381,288 | 76,466 | 35,761 | 13,381,288 | ||
Corrections, Before 2022 Recapitalization | Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Beginning balance (in shares) | 11,687 | |||||
Ending balance (in shares) | 11,687 | |||||
Corrections, After 2022 Adjustments | Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Beginning balance (in shares) | 35,762 | |||||
Ending balance (in shares) | 35,762 | |||||
Adjusted Balance | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Beginning balance | $ (726,306) | $ (604,183) | $ (604,183) | $ (604,183) | (604,183) | |
Ending balance | (726,306) | (604,183) | ||||
Adjusted Balance | Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Beginning balance | $ 30 | $ 30 | $ 30 | $ 30 | ||
Beginning balance (in shares) | 300,676,355 | 299,783,421 | 299,783,421 | 299,783,421 | 299,783,421 | |
Ending balance | $ 30 | |||||
Ending balance (in shares) | 300,676,355 | 299,783,421 | ||||
Previously Reported, After 2022 Adjustments | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Beginning balance | $ (604,183) | $ (604,183) | $ (604,183) | $ (604,183) | ||
Ending balance | $ (604,183) | |||||
Previously Reported, After 2022 Adjustments | Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Beginning balance | $ 10 | $ 10 | $ 10 | $ 10 | ||
Beginning balance (in shares) | 299,783,421 | 299,783,421 | 299,783,421 | 299,783,421 | ||
Ending balance | $ 10 | |||||
Ending balance (in shares) | 299,783,421 | |||||
Previously Reported, Before Reclassification, After Correction | Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Beginning balance (in shares) | 98,382,179 | |||||
Ending balance (in shares) | 98,382,179 | |||||
Adjusted Balance, After Corrections | Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Beginning balance (in shares) | 202,329,938 | |||||
Ending balance (in shares) | 202,329,938 |
Immaterial Restatements and R_6
Immaterial Restatements and Reclassifications of Prior Period Financial Statements - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||||||
Net loss | $ (353,889) | $ (87,626) | $ (131,632) | $ (485,521) | $ (536,420) | $ (877,077) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||
Impairments | 9,435 | 145,471 | ||||
Amortization of internal use software and other intangible assets | 37,054 | 35,749 | ||||
Non-cash interest and amortization of debt issuance costs and discounts | 8,191 | 272,667 | ||||
Stock-based compensation | 4,408 | 8,462 | 47,879 | 54,160 | 30,542 | |
Prepaid expenses and other assets | (3,819) | 4,778 | 14,156 | 14,697 | (2,942) | |
Change in right-of-use assets | 1,772 | 3,205 | 5,270 | 10,754 | ||
Change in operating assets and liabilities: | ||||||
Operating lease obligations | (6,150) | (8,722) | (10,810) | (16,150) | ||
Other receivables, net | 5,567 | (97) | 37,483 | |||
Accounts payable and accrued expenses | 18,209 | 17,619 | 2,059 | (22,211) | (43,557) | |
Net cash provided by operating activities | (162,769) | (142,702) | (79,426) | (159,720) | 938,251 | |
Cash Flows from Investing Activities: | ||||||
Proceeds from sale of property and equipment | 764 | 4,548 | ||||
Net cash used in investing activities | (38,594) | (34,582) | ||||
Cash Flows from Financing Activities: | ||||||
Repurchase or cancellation of common stock | 0 | (7,948) | ||||
Proceeds from exercise of stock options | 87 | 734 | ||||
Payment of equity financing costs | (13,375) | |||||
Net cash used in financing activities | 330,930 | 381,402 | (1,537,204) | |||
Effects of currency translation on cash, cash equivalents, and restricted cash | $ (1,087) | 726 | ||||
As Previously Reported | ||||||
Cash Flows from Operating Activities: | ||||||
Net loss | (340,033) | (89,895) | (135,408) | (475,441) | (888,802) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||
Impairments | 145,178 | |||||
Amortization of internal use software and other intangible assets | 35,368 | |||||
Non-cash interest and amortization of debt issuance costs and discounts | 273,048 | |||||
Stock-based compensation | 6,504 | 12,354 | 37,398 | 38,557 | ||
Prepaid expenses and other assets | (4,698) | 3,898 | 15,035 | |||
Change in right-of-use assets | 4,013 | 5,446 | 8,791 | |||
Change in operating assets and liabilities: | ||||||
Operating lease obligations | (8,675) | (11,247) | (13,608) | |||
Other receivables, net | 6,043 | 37,878 | ||||
Accounts payable and accrued expenses | 19,261 | 18,667 | 4,648 | (40,557) | ||
Net cash provided by operating activities | (162,769) | (142,702) | (76,167) | 938,222 | ||
Cash Flows from Investing Activities: | ||||||
Proceeds from sale of property and equipment | 4,473 | |||||
Net cash used in investing activities | (34,657) | |||||
Cash Flows from Financing Activities: | ||||||
Repurchase or cancellation of common stock | (7,169) | |||||
Proceeds from exercise of stock options | 59 | |||||
Payment of equity financing costs | (16,634) | |||||
Net cash used in financing activities | 327,671 | (1,537,100) | ||||
Effects of currency translation on cash, cash equivalents, and restricted cash | 725 | |||||
Corrections | ||||||
Cash Flows from Operating Activities: | ||||||
Net loss | $ (13,856) | 2,269 | 3,776 | (10,080) | 11,725 | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||
Impairments | 293 | |||||
Amortization of internal use software and other intangible assets | 381 | |||||
Non-cash interest and amortization of debt issuance costs and discounts | (381) | |||||
Stock-based compensation | (2,096) | (3,892) | 10,481 | (8,015) | ||
Prepaid expenses and other assets | 879 | 880 | (879) | |||
Change in right-of-use assets | (2,241) | (2,241) | 1,963 | |||
Change in operating assets and liabilities: | ||||||
Operating lease obligations | 2,525 | 2,525 | (2,542) | |||
Other receivables, net | (476) | (395) | ||||
Accounts payable and accrued expenses | (1,052) | (1,048) | (2,589) | (3,000) | ||
Net cash provided by operating activities | $ 0 | $ 0 | (3,259) | 29 | ||
Cash Flows from Investing Activities: | ||||||
Proceeds from sale of property and equipment | 75 | |||||
Net cash used in investing activities | 75 | |||||
Cash Flows from Financing Activities: | ||||||
Repurchase or cancellation of common stock | (779) | |||||
Proceeds from exercise of stock options | 675 | |||||
Payment of equity financing costs | 3,259 | |||||
Net cash used in financing activities | $ 3,259 | (104) | ||||
Effects of currency translation on cash, cash equivalents, and restricted cash | $ 1 |