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Opendoor Technologies Inc

For the period ended Sep 30, 2024. Filed Nov 7, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 7, 2024

OPEN$1.40-21.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-01.

0001801169-24-000139

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-07.

0001801169-24-000177

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 181 previous paragraphs and 183 current paragraphs.

141 unchanged; 32 reworded; 10 added; 6 removed; 2 previous and 0 current paragraphs rearranged.

Tables are not compared: 11 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (10)

Current report

The housing market remains under pressure as elevated mortgage rates and economic volatility continue to shape the landscape. During the three months ended September 30, 2024, mortgage rates showed some relief, with the average rate falling from 7.1% to 6.1% over the course of the quarter. However, this downward trend was short-lived, with mortgage rates partially rebounding in October 2024. This rebound occurred despite the Federal Reserve’s 50 basis point cut in September 2024, as stronger-than-expected jobs data caused the market to reassess the trajectory of future rate cuts, and fiscal spending uncertainty also pushed treasury yields higher.

Current report

Homeowners remain locked into existing low-rate mortgages and home buyers continue to face affordability constraints. This dynamic has translated to a seasonally adjusted annual sales pace of under 4 million homes, as compared to the decade average of over 5 million homes. Continued slowing of resale clearance (the pace at which listed homes enter into a resale contract) has led month-over-month home price appreciation (“HPA”) to trend below historical norms. In addition, the sustained high level of delistings, now at more than 1 delisting for every 4 resales, highlights the ongoing disconnect between sellers’ price expectations and buyers’ willingness to pay.

Current report

In this environment, we maintain a flexible approach, dynamically managing pricing strategies to navigate the complex trade-offs of growth, margin, and risk. We aim to stay nimble and capitalize on potential shifts, particularly if macroeconomic conditions become more favorable or if interest rates move lower.

Current report

(7)Includes primarily gain on deconsolidation, net, sublease income, and income from equity method investments.

Current report

Revenue increased by $397 million, or 41%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase in revenue was primarily attributable to higher sales volumes in the third quarter of 2024. We sold 3,615 homes during the three months ended September 30, 2024, compared to 2,687 homes during the three months ended September 30, 2023, representing an increase of 35%. Revenue per home sold increased 4% between the same periods. The lower sales in 2023 reflect the Company's actions to slow inventory growth via higher spreads and lower marketing spend during the real estate market correction beginning in the second half of 2022. Inventory levels reached a low in

Current report

June 2023 and have been steadily rebuilding thereafter. The Company entered the third quarter of 2024 with 6,399 homes in inventory as compared to 3,558 homes in inventory at the start of the third quarter of 2023, representing an 80% increase in homes available for resale.

Current report

General and Administrative. General and administrative decreased by $2 million, or 4%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The decrease was mainly attributable to a $2 million decrease in depreciation expense as we slowed our pace of fixed assets additions and existing assets became fully depreciated.

Current report

Technology and Development. Technology and development decreased by $12 million, or 29%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The decrease was primarily attributable to a $11 million decrease in headcount expenses, including salaries and benefits due to workforce reductions in 2023.

Current report

Technology and development decreased by $13 million, or 11%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was primarily attributable to $14 million decrease in headcount expenses, including salaries and benefits due to workforce reductions in 2023.

Current report

Other income— net increased by $3 million, or 15%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023.
Removed paragraphs (6)

Previous report

The housing market remains challenging as mortgage rates continue to be elevated and volatile, keeping new listing volumes around decade lows and straining housing affordability for buyers. In the second quarter, overall volumes in the U.S. housing market remained depressed with seasonally adjusted annual existing home sales of just over four million, slightly below last year’s levels and well below the 10-year average of over five million annual transactions. Additionally, resale clearance rates, meaning the percent of homes listed on the multiple listing services (“MLS”) that enter into a sales contract per day, have slowed more quickly than is typical for this time of year and are down nearly 30% for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. During the three months ended June 30, 2024 month-over-month home price appreciation made a meaningful departure to the downside, underperforming 2023 levels and crossing into slightly negative territory by mid-June, which is earlier in the summer selling season that we typically see. Further, in the back half of the second quarter, we saw an uptick in delisting rates, which are now at decade highs for this time of year. These increased delisting rates suggest that reported home price appreciation numbers are inflated relative to historical levels with many sellers failing to find an attractive clearing price.

Previous report

The U.S. economy overall continues to show signs of resilience despite elevated interest rates. Inflation has been trending downward, which has increased the probability and quantum of expected rate cuts meaningfully since May. This could provide a boost to various sectors, including housing market activity. We remain flexible in setting spreads dynamically with the goal of optimizing our performance against the vectors of growth, margin, and risk. We believe this decision-making framework will allow us to act nimbly and respond to a range of macroeconomic outcomes.

Previous report

(7)Includes primarily gain or loss on the sale of available for sale securities, sublease income, gain or loss on the disposal of property and equipment, income from equity method investments, and gain on lease termination.

Previous report

Revenue decreased by $465 million, or 24%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The decrease in revenue was primarily attributable to lower sales volumes in the second quarter of 2024. We sold 4,078 homes during the three months ended June 30, 2024, compared to 5,383 homes during the three months ended June 30, 2023, representing a decrease of 24%. Revenue per home sold increased 1% between the same periods. The decrease in sales volumes was primarily a result of lower resale clearance rates during the three months ended June 30, 2024 compared to the three months ended June 30, 2023. In addition the Company entered the second quarter of 2024 with 5,706 homes in inventory as compared to 6,261 homes in inventory at the start of the second quarter of 2023, representing a 9% decrease of homes available for resale. This reduction was the result of proactively slowing our inventory acquisition pace beginning in the third quarter of 2022 via higher spreads embedded in our offers and lower marketing investment in reaction to volatility in the U.S. housing market.

Previous report

General and Administrative. General and administrative increased by $4 million, or 9%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase was mainly attributable to a decrease in stock based compensation during the three months ended June 30, 2023 due to the forfeiture of certain executive restricted stock units.

Previous report

Technology and Development. Technology and development changed by a nominal amount for the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023.
Reworded paragraphs (32)

Previous wording

Opendoor’s mission is to power life’s progress, one move at a time. Residential real estate is a trillion-dollar industry underpinned by a process that is complicated, time-consuming, stressful, and offline. We believe all consumers deserve to buy, sell, and move between homes with simplicity and confidence, and we have dedicated almost a decade to delivering on this vision. We have built unique pricing and operations capabilities to become one of the largest buyers and sellers of homes in the United States. Since our founding, we have helped customers to buy or sell homes in over 261,000 transactions and have expanded our footprint to 50 markets across the country.

Current wording

Opendoor’s mission is to power life’s progress, one move at a time. Residential real estate is a trillion-dollar industry underpinned by a process that is complicated, time-consuming, stressful, and offline. We believe all consumers deserve to buy, sell, and move between homes with simplicity and confidence, and we have dedicated almost a decade to delivering on this vision. We have built unique pricing and operations capabilities to become one of the largest buyers and sellers of homes in the United States. Since our founding, we have helped customers to buy or sell homes in over 269,000 transactions and have expanded our footprint to 50 markets across the country.

Previous wording

Real estate inventory is reviewed for valuation adjustments on a quarterly basis. If the carrying amount for a given home is not expected to be recovered, an inventory valuation adjustment is recorded to cost of revenue and the home’s carrying value is adjusted to its net realizable value. Inventory valuation adjustments are not offset by any expected gains and are not reversed or adjusted should the expected net realizable value subsequently increase. We recorded inventory valuation adjustments of $34 million and $41 million during the three and six months ended June 30, 2024, respectively, and $14 million and $37 million during the three and six months ended June 30, 2023, respectively. See “Part II – Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates – Real Estate Inventory” in our Annual Report on Form 10-K for the year ended December 31, 2023.

Current wording

Real estate inventory is reviewed for valuation adjustments on a quarterly basis. If the carrying amount for a given home is not expected to be recovered, an inventory valuation adjustment is recorded to cost of revenue and the home’s carrying value is adjusted to its net realizable value. Inventory valuation adjustments are not offset by any expected gains and are not reversed or adjusted should the expected net realizable value subsequently increase. We recorded inventory valuation adjustments of $10 million and $51 million during the three and nine months ended September 30, 2024, respectively, and $17 million and $54 million during the three and nine months ended September 30, 2023, respectively. See “Part II – Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates – Real Estate Inventory” in our Annual Report on Form 10-K for the year ended December 31, 2023.

Previous wording

As one key measure of inventory management performance, we evaluate our portfolio metrics relative to the broader market (as observed on the MLS). One such metric is our percentage of homes “on the market” for greater than 120 days as measured from initial listing date. As of June 30, 2024, such homes represented 14% of our portfolio, compared to 15% for the broader market when filtered for the types of homes we are able to underwrite and acquire in a given market based on characteristics such as price range, home type, home location, year built and lot size (which we refer to as our “buybox”).

Current wording

As one key measure of inventory management performance, we evaluate our portfolio metrics relative to the broader market (as observed on the MLS). One such metric is our percentage of homes “on the market” for greater than 120 days as measured from initial listing date. As of September 30, 2024, such homes represented 23% of our portfolio, compared to 18% for the broader market when filtered for the types of homes we are able to underwrite and acquire in a given market based on characteristics such as price range, home type, home location, year built and lot size (which we refer to as our “buybox”).

Previous wording

Adjusted Net Loss and Adjusted EBITDA are supplemental measures of our operating performance and have important limitations. For example, these measures exclude the impact of certain costs required to be recorded under GAAP. These measures also include inventory valuation adjustments that were recorded in prior periods under GAAP and exclude, in connection with homes held in inventory at the end of the period, inventory valuation adjustments required to be recorded under GAAP in the same period. These measures could differ substantially from similarly titled measures presented by other companies in our industry or companies in other industries. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We include a reconciliation of these measures to the most directly comparable GAAP financial measure, which is net (loss) income.

Current wording

Adjusted Net Loss and Adjusted EBITDA are supplemental measures of our operating performance and have important limitations. For example, these measures exclude the impact of certain costs required to be recorded under GAAP. These measures also include inventory valuation adjustments that were recorded in prior periods under GAAP and exclude, in connection with homes held in inventory at the end of the period, inventory valuation adjustments required to be recorded under GAAP in the same period. These measures could differ substantially from similarly titled measures presented by other companies in our industry or companies in other industries. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We include a reconciliation of these measures to the most directly comparable GAAP financial measure, which is net loss.

Previous wording

We calculate Adjusted Net Loss as GAAP net (loss) income adjusted to exclude non-cash expenses of stock-based compensation, equity securities fair value adjustment, and intangibles amortization expense. It excludes expenses that are not directly related to our revenue-generating operations such as restructuring. It excludes loss (gain) on extinguishment of debt as these expenses or gains were incurred as a result of decisions made by management to repay portions of our outstanding credit facilities and the 0.25% convertible senior notes due in 2026 (the "2026 Notes") early; these expenses are not reflective of ongoing operating results and vary in frequency and amount. Adjusted Net Loss also aligns the timing of inventory valuation adjustments recorded under GAAP to the period in which the related revenue is recorded in order to improve the comparability of this measure to our non-GAAP financial measures of unit economics, as described above. Our calculation of Adjusted Net Loss does not currently include the tax effects of the non-GAAP adjustments because our taxes and such tax effects have not been material to date.

Current wording

We calculate Adjusted Net Loss as GAAP net loss adjusted to exclude non-cash expenses of stock-based compensation, equity securities fair value adjustment, and intangibles amortization expense. It excludes expenses that are not directly related to our revenue-generating operations such as restructuring. It excludes loss (gain) on extinguishment of debt as these expenses or gains were incurred as a result of decisions made by management to repay portions of our outstanding credit facilities and the 0.25% convertible senior notes due in 2026 (the "2026 Notes") early; these expenses are not reflective of ongoing operating results and vary in frequency and amount. Adjusted Net Loss also aligns the timing of inventory valuation adjustments recorded under GAAP to the period in which the related revenue is recorded in order to improve the comparability of this measure to our non-GAAP financial measures of unit economics, as described above. Our calculation of Adjusted Net Loss does not currently include the tax effects of the non-GAAP adjustments because our taxes and such tax effects have not been material to date.

Previous wording

The following table presents a reconciliation of our Adjusted Net Loss and Adjusted EBITDA to our net (loss) income, which is the most directly comparable GAAP measure, for the periods indicated:

Current wording

The following table presents a reconciliation of our Adjusted Net Loss and Adjusted EBITDA to our net loss, which is the most directly comparable GAAP measure, for the periods indicated:

Previous wording

Other income— net consists primarily of interest income on our Cash and Restricted cash balances and from our investment in money market funds, time deposits, and debt securities as well as changes in fair value of, and dividend income from, our investment in equity securities.

Current wording

Other income— net consists primarily of interest income on our Cash and Restricted cash balances and from our investment in money market funds, time deposits, and debt securities as well as changes in fair value of, and dividend income from, our investment in equity securities, and gains from deconsolidation.

Previous wording

Revenue decreased by $2.4 billion, or 47%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The decrease in revenue was primarily attributable to lower sales volumes in the first half of 2024. We sold 7,156 homes during the six months ended June 30, 2024, compared to 13,657 homes during the six months ended June 30, 2023, representing a decrease of 48%. Revenue per home sold increased 1% between the same periods. The decrease in sales volumes was primarily attributable to the slowdown in inventory acquisition pacing discussed above. The Company entered 2024 with 5,326 homes in inventory as compared to 12,788 homes in inventory at the start of 2023, representing a 58% decrease of homes available for resale.

Current wording

Revenue decreased by $2.0 billion, or 33%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease in revenue was primarily attributable to lower sales volumes in the first nine months of 2024. We sold 10,771 homes during the nine months ended September 30, 2024, compared to 16,344 homes during the nine months ended September 30, 2023, representing a decrease of 34%. Revenue per home sold increased 2% between the same periods. The decrease in sales volumes was primarily attributable to proactively slowing inventory acquisitions beginning in the third quarter of 2022 via higher spreads embedded in our offers in reaction to volatility in the U.S. housing market coupled with a focus on clearing existing inventory, which had reached peak levels in 2022. The Company entered 2024 with 5,326 homes in inventory as compared to 12,788 homes in inventory at the start of 2023, representing a 58% decrease in homes available for resale.

Previous wording

Cost of revenue decreased by $445 million, or 24%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The decrease in cost of revenue was primarily attributable to lower sales volumes and a 2% decrease in cost of revenue per home, excluding valuation adjustments on homes in inventory at period end, due to the slowdown in resale clearance and inventory acquisition pacing as discussed above.

Current wording

Cost of revenue increased by $388 million, or 44%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase in cost of revenue was primarily attributable to higher sales volumes and an 8% increase in cost of revenue per home, excluding valuation adjustments on homes in inventory at period end, due to lower spreads embedded in our acquisition offers beginning in September 2023.

Previous wording

Cost of revenue decreased by $2.3 billion, or 49%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The decrease in cost of revenue was primarily attributable to lower sales volumes and a 3% decrease in cost of revenue per home, excluding valuation adjustments on homes in inventory at period end, due to the slowdown in inventory acquisition pacing as discussed above.

Current wording

Cost of revenue decreased by $1.9 billion, or 34%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease in cost of revenue was primarily attributable to lower sales volumes and a 1% decrease in cost of revenue per home, excluding valuation adjustments on homes in inventory at period end, due to the slowdown in inventory acquisition pacing as discussed above.

Previous wording

Gross profit decreased from $319 million to $243 million and gross margin increased from 6.3% to 9.0% for the six months ended June 30, 2023 and June 30, 2024, respectively. For the same periods, Adjusted Gross Margin increased from (1.9)% to 9.6% and Contribution Margin increased from (6.5)% to 5.6%. The increase in gross margin, Adjusted Gross Margin and Contribution Margin reflects relative home price stabilization as well as higher spreads embedded in our acquisition offers beginning in the third quarter of 2022. Adjusted Gross Margin and Contribution Margin for the six months ended June 30, 2023 were impacted by the $432 million of inventory valuation adjustments recorded in prior periods on homes sold in the current period in order to reduce the carrying value of these homes to their net realizable value. Adjusted Gross Margin and Contribution Margin are non-GAAP financial measures. See “—Non-GAAP Financial Measures” for further details and a reconciliation of such non-GAAP measures to their nearest comparable GAAP measures.

Current wording

Gross profit increased from $96 million to $105 million and gross margin decreased from 9.8% to 7.6% for the three months ended September 30, 2023 and September 30, 2024, respectively. For the same periods, Adjusted Gross Margin decreased from 8.6% to 7.2% and Contribution Margin decreased from 4.4% to 3.8%. The decrease in gross margin, Adjusted Gross Margin and Contribution Margin reflects lower spreads embedded in our acquisition offers beginning in September 2023. Adjusted Gross Margin and Contribution Margin for the three months ended September 30, 2023 and September 30, 2024 are inclusive of $29 million and $16 million of inventory valuation adjustments recorded in prior periods on homes sold in the current period in order to reduce the carrying value of these homes to their net realizable value. Adjusted Gross Margin and Contribution Margin are non-GAAP financial measures. See “—Non-GAAP Financial Measures” for further details and a reconciliation of such non-GAAP measures to their nearest comparable GAAP measures.

Previous wording

Gross profit decreased from $149 million to $129 million and gross margin increased from 7.5% to 8.5% for the three months ended June 30, 2023 and June 30, 2024, respectively. For the same periods, Adjusted Gross Margin increased from 0.4% to 10.2% and Contribution Margin increased from (4.6)% to 6.3%. The increase in gross margin, Adjusted Gross Margin and Contribution Margin reflects relative home price stabilization as well as higher spreads embedded in our acquisition offers beginning in the third quarter of 2022. Adjusted Gross Margin and Contribution Margin for the three months ended June 30, 2023 were impacted by the $156 million of inventory valuation adjustments recorded in prior periods on homes sold in the current period in order to reduce the carrying value of these homes to their net realizable value. Adjusted Gross Margin and Contribution Margin are non-GAAP financial measures. See “—Non-GAAP Financial Measures” for further details and a reconciliation of such non-GAAP measures to their nearest comparable GAAP measures.

Current wording

Gross profit decreased from $415 million to $348 million and gross margin increased from 6.8% to 8.6% for the nine months ended September 30, 2023 and September 30, 2024, respectively. For the same periods, Adjusted Gross Margin increased from (0.2)% to 8.8% and Contribution Margin increased from (4.7)% to 5.0%. The increase in gross margin, Adjusted Gross Margin and Contribution Margin reflects relative home price stabilization as well as higher spreads embedded in our acquisition offers beginning in the third quarter of 2022. Adjusted Gross Margin and Contribution Margin for the nine months ended September 30, 2023 and September 30, 2024 are inclusive of $450 million and $24 million of inventory valuation adjustments recorded in prior periods on homes sold in the current period in order to reduce the carrying value of these homes to their net realizable value. Adjusted Gross Margin and Contribution Margin are non-GAAP financial measures. See “—Non-GAAP Financial Measures” for further details and a reconciliation of such non-GAAP measures to their nearest comparable GAAP measures.

Previous wording

Sales, Marketing and Operations. Sales, marketing and operations decreased by $8 million, or 6%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The decrease was primarily attributable to a $15 million decrease in resale transaction costs and broker commissions, consistent with the 24% decrease in revenue during the same period. The decrease was partially offset by a $6 million increase in advertising expense, which increased from $15 million for the three months ended June 30, 2023 to $21 million for the three months ended June 30, 2024.

Current wording

Sales, Marketing and Operations. Sales, marketing and operations increased by $11 million, or 13%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase was primarily attributable to a $7 million increase in property holding costs, consistent with increased inventory levels, and a $4 million increase in resale transaction costs and broker commissions, consistent with the 41% increase in revenue during the same period. The increase was partially offset by a $1 million decrease in advertising expense, which decreased from $16 million for the three months ended September 30, 2023 to $15 million for the three months ended September 30, 2024.

Previous wording

Sales, marketing and operations decreased by $83 million, or 27%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The decrease was primarily attributable to a $66 million decrease in resale transaction costs and broker commissions, consistent with the 47% decrease in revenue during the same period. Property holding costs decreased by $7 million, consistent with decreased inventory levels compared to the six months ended June 30, 2023. In addition, for the same period, headcount expenses, including salaries and benefits, and contingent labor expenses decreased by $14 million, which was largely attributable to workforce reductions and a reduction in contingent labor in 2023. Advertising expense increased $6 million, from $42 million for the six months ended June 30, 2023 to $48 million for the six months ended June 30, 2024.

Current wording

Sales, marketing and operations decreased by $72 million, or 18%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was primarily attributable to a $62 million decrease in resale transaction costs and broker commissions, consistent with the 33% decrease in revenue during the same period. In addition, for the same period, headcount expenses, including salaries and benefits, and contingent labor expenses decreased by $13 million, which was largely attributable to workforce reductions in 2023. Advertising expense increased $5 million, from $58 million for the nine months ended September 30, 2023 to $63 million for the nine months ended September 30, 2024.

Previous wording

General and administrative decreased by $15 million, or 14%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The decrease was mainly attributable to a $5 million decrease in depreciation expense as more assets become fully depreciated and we slow our pace of fixed asset additions. In addition, headcount expenses, including salaries and benefits, decreased $4 million primarily due to workforce reductions in 2023 and rent expense decreased by $2 million.

Current wording

General and administrative decreased by $17 million, or 11%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was mainly attributable to a $7 million decrease in depreciation expense as we slowed our pace of fixed assets additions and existing assets became fully depreciated. In addition, headcount expenses, including salaries and benefits, decreased $5 million primarily due to workforce reductions in 2023. In addition, rent expense decreased by $2 million.

Previous wording

Restructuring. Restructuring decreased by $10 million, for the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023. Restructuring expense for the three and six months ended June 30, 2023 was attributable to the Company’s April 2023 workforce reduction of approximately 22% of our workforce or 560 employees.

Current wording

Restructuring. Restructuring decreased by $10 million, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. Restructuring expense for the nine months ended September 30, 2023 was attributable to the Company’s April 2023 workforce reduction of approximately 22% of our workforce or 560 employees.

Previous wording

(Loss) gain on extinguishment of debt decreased by $183 million, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The gain on extinguishment of debt during the six months ended June 30, 2023 resulted from the Company’s partial repurchase of its 2026 Notes in March and May 2023 at a discount net of unamortized deferred costs associated with the 2026 Notes, partially offset by expenses related to partial debt extinguishments.

Current wording

(Loss) gain on extinguishment of debt decreased by $183 million, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The gain on extinguishment of debt during the nine months ended September 30, 2023 resulted from the Company’s partial repurchase of its 2026 Notes in March and May 2023 at a discount net of unamortized deferred costs associated with the 2026 Notes, partially offset by expenses related to partial debt extinguishments.

Previous wording

Interest expense decreased by $23 million, or 43%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The decrease was primarily attributable to a significant decrease in average balances in our non-recourse asset-backed debt as well as a reduction in our weighted average interest rate as a result of a partial repayment of our outstanding mezzanine debt and repayment of all floating-rate senior revolving credit facilities.

Current wording

Interest expense decreased by $13 million, or 28%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The decrease was primarily attributable to a significant decrease in average balances in our non-recourse asset-backed debt, a reduction in our weighted average interest rate as a result of a partial repayment of our outstanding mezzanine debt and a decrease in loan fees as a result of committed debt reductions.

Previous wording

Interest expense decreased by $60 million, or 47%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The decrease was primarily attributable to a significant decrease in average balances in our non-recourse asset-backed debt as well as a reduction in our weighted average interest rate as a result of a partial repayment of our outstanding mezzanine debt and repayment of all floating-rate senior revolving credit facilities.

Current wording

Interest expense decreased by $73 million, or 42%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was primarily attributable to a significant decrease in average balances in our non-recourse asset-backed debt and a decrease in loan fees as a result of committed debt reductions.

Previous wording

Other income— net decreased by $29 million, or 71%, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The decrease was primarily attributable to a change in fair value adjustments on marketable securities and to lower interest income due to a reduction in the average cash, cash equivalents and restricted cash balances.

Current wording

Other income— net decreased by $30 million, or 38%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decrease was primarily attributable to an $8 million change in fair value adjustments on marketable securities and to $40 million lower interest income due to a reduction in the average cash, cash equivalents and restricted cash balances. The decrease was partially offset by the $14 million gain from the deconsolidation of Mainstay.

Previous wording

Income tax expense changed by a nominal amount for the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023.

Current wording

Income tax expense changed by a nominal amount for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023.

Previous wording

Our principal sources of liquidity have historically consisted of cash generated from our operations and from financing activities. As of June 30, 2024, we had cash and cash equivalents of $790 million, restricted cash of $121 million, and marketable securities of $19 million. The decrease in our cash, cash equivalents and marketable securities balance of $259 million as compared to December 31, 2023 resulted primarily from operating losses and an increase in real estate inventory. The decrease in our restricted cash balance of $420 million as compared to December 31, 2023 was primarily a result of the increase in real estate inventory and $85 million net principal payments on non-recourse asset-backed debt.

Current wording

Our principal sources of liquidity have historically consisted of cash generated from our operations and from financing activities. As of September 30, 2024, we had cash and cash equivalents of $829 million, restricted cash of $225 million, and marketable securities of $8 million. The decrease in our cash, cash equivalents and marketable securities balance of $231 million as compared to December 31, 2023 resulted primarily from operating losses and an increase in real estate inventory. The decrease in our restricted cash balance of $316 million as compared to December 31, 2023 was primarily a result of the increase in real estate inventory and $7 million net principal payments on non-recourse asset-backed debt.

Previous wording

As of June 30, 2024, the Company had total outstanding balances on our asset-backed debt of $2.1 billion and aggregate principal outstanding from convertible senior notes of $381 million. In addition, we had undrawn borrowing capacity of $4.9 billion under our non-recourse asset-backed debt facilities (as described further below), of which $238 million was committed.

Current wording

As of September 30, 2024, the Company had total outstanding balances on our asset-backed debt of $2.1 billion and aggregate principal outstanding from convertible senior notes of $381 million. In addition, we had undrawn borrowing capacity of $4.9 billion under our non-recourse asset-backed debt facilities (as described further below), of which $142 million was committed.

Previous wording

In May 2024, the Company entered into an at-the-market equity offering sales agreement (the “ATM Agreement”) with Barclays Capital Inc. and Virtu Americas LLC, as sales agents (the "Agents"), pursuant to which the Company may offer and sell, from time to time, through the Agents, shares of the Company’s common stock having an aggregate offering price of up to $200 million. Under the ATM Agreement, the Agents may sell shares by any method deemed to be an “at-the-market offering.” During the three and six months ended June 30, 2024, there was no activity pursuant to the ATM Agreement.

Current wording

In May 2024, the Company entered into an at-the-market equity offering sales agreement (the “ATM Agreement”) with Barclays Capital Inc. and Virtu Americas LLC, as sales agents (the "Agents"), pursuant to which the Company may offer and sell, from time to time, through the Agents, shares of the Company’s common stock having an aggregate offering price of up to $200 million. Under the ATM Agreement, the Agents may sell shares by any method deemed to be an “at-the-market offering.” During the three and nine months ended September 30, 2024, there was no activity pursuant to the ATM Agreement.

Previous wording

We classify our senior term debt facilities as current or non-current liabilities in our condensed consolidated balance sheets based on the applicable final maturity date. The carrying value of the non-current liabilities is reduced by issuance costs of $9 million. In some cases, the borrowing capacity amounts under the asset-backed senior term debt facilities as reflected in the table are not fully committed and any borrowings above the committed amounts are subject to the applicable lender’s discretion. As of June 30, 2024, we had committed borrowing capacity with respect to asset-backed senior term debt facilities of $1.4 billion.

Current wording

We classify our senior term debt facilities as current or non-current liabilities in our condensed consolidated balance sheets based on the applicable final maturity date. The carrying value of the non-current liabilities is reduced by issuance costs of $8 million. In some cases, the borrowing capacity amounts under the asset-backed senior term debt facilities as reflected in the table are not fully committed and any borrowings above the committed amounts are subject to the applicable lender’s discretion. As of September 30, 2024, we had committed borrowing capacity with respect to asset-backed senior term debt facilities of $1.4 billion.

Previous wording

(1)The Company’s consolidated Other Assets include the following assets as shown in the Condensed Consolidated Balance Sheets: Property and Equipment - Net, $71 million; Right of Use Assets, $23 million; Goodwill, $4 million; Intangibles - Net, $2 million; and Other Assets, $23 million.

Current wording

(1)The Company’s consolidated Other Assets include the following assets as shown in the Condensed Consolidated Balance Sheets: Property and Equipment - Net, $59 million; Right of Use Assets, $25 million; Goodwill, $3 million; and Other Assets, $61 million.

Previous wording

(2)The Company’s consolidated Other Current Liabilities include the following liabilities as shown in the Condensed Consolidated Balance Sheets: Accounts Payable and Other Accrued Liabilities, $73 million; Interest Payable, $1 million; and Lease Liabilities– Current, $4 million.

Current wording

(2)The Company’s consolidated Other Current Liabilities include the following liabilities as shown in the Condensed Consolidated Balance Sheets: Accounts Payable and Other Accrued Liabilities, $71 million; Interest Payable, $3 million; and Lease Liabilities– Current, $4 million.

Previous wording

Net cash (used in) provided by operating activities was $(577) million and $3.1 billion for the six months ended June 30, 2024 and 2023, respectively. For the six months ended June 30, 2024, cash used in operating activities was primarily driven by the $498 million increase in real estate inventory and our net loss, net of non-cash items, of $57 million. For the six months ended June 30, 2023, cash provided by operating activities was primarily driven by the $3.3 billion decrease in real estate inventory, partially offset by our net loss, net of non-cash items, of $125 million.

Current wording

Net cash (used in) provided by operating activities was $(515) million and $2.9 billion for the nine months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024, cash used in operating activities was primarily driven by the $422 million increase in real estate inventory and our net loss, net of non-cash items, of $98 million. For the nine months ended September 30, 2023, cash provided by operating activities was primarily driven by the $3.1 billion decrease in real estate inventory, partially offset by our net loss, net of non-cash items, of $153 million.

Previous wording

Net cash provided by investing activities was $31 million and $45 million for the six months ended June 30, 2024 and 2023, respectively. For the six months ended June 30, 2024, cash provided by investing activities primarily consisted of a decrease in marketable securities of $47 million, partially offset by an $16 million increase in property and equipment principally related to the capitalization of internally developed software. For the six months ended June 30, 2023, cash provided by investing activities primarily consisted of a decrease in marketable securities of $61 million, partially offset by an $17 million increase in property and equipment principally related to the capitalization of internally developed software.

Current wording

Net cash provided by investing activities was $31 million and $48 million for the nine months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024, cash provided by investing activities primarily consisted of a decrease in marketable securities of $55 million, partially offset by an $22 million increase in property and equipment principally related to the capitalization of internally developed software. For the nine months ended September 30, 2023, cash provided by investing activities primarily consisted of a decrease in marketable securities of $75 million, partially offset by a $28 million increase in property and equipment principally related to the capitalization of internally developed software.

Previous wording

Net cash used in financing activities was $83 million and $2.1 billion for the six months ended June 30, 2024 and 2023, respectively. For the six months ended June 30, 2024, cash used in financing activities was primarily attributable to $85 million net principal payments on non-recourse asset-backed debt. For the six months ended June 30, 2023, cash used in financing activities was primarily attributable to $1.9 billion net principal payments on non-recourse asset-backed debt as well as $270 million related to the partial repurchase of the 2026 Notes.

Current wording

Net cash used in financing activities was $2 million and $2.3 billion for the nine months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024, cash used in financing activities was primarily attributable to $7 million net principal payments on non-recourse asset-backed debt, offset by $5 million in proceeds from the issuance of common stock for ESPP. For the nine months ended September 30, 2023, cash used in financing activities was primarily attributable to $2.1 billion net principal payments on non-recourse asset-backed debt as well as $270 million related to the partial repurchase of the 2026 Notes.

Previous wording

(5)As of June 30, 2024, we were under contract to purchase 1,793 homes for an aggregate purchase price of $607 million.

Current wording

(5)As of September 30, 2024, we were under contract to purchase 1,006 homes for an aggregate purchase price of $332 million.

Previous wording

We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on the condensed consolidated financial statements. Based on this definition, critical accounting policies and estimates are discussed in “Part II – Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in the Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes to these critical accounting estimates during the first six months of 2024. In addition, we have other key accounting policies and estimates that are described in “Part I – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 1. Description of Business and Accounting Policies” in this Quarterly Report on Form 10-Q.

Current wording

We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on the condensed consolidated financial statements. Based on this definition, critical accounting policies and estimates are discussed in “Part II – Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in the Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes to these critical accounting estimates during the first nine months of 2024. In addition, we have other key accounting policies and estimates that are described in “Part I – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 1. Description of Business and Accounting Policies” in this Quarterly Report on Form 10-Q.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

(Loss) gain on extinguishment of debt decreased by $105 million, for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The gain on extinguishment of debt during the three months ended June 30, 2023 resulted from the Company’s partial repurchase of its 2026 Notes in May 2023 at a discount net of unamortized deferred costs associated with the 2026 Notes, partially offset by expenses related to partial debt extinguishments. There were no repurchases during the three months ended June 30, 2024, therefore there was no corresponding gain or loss.

Previous report — wording carried elsewhere

Other income— net decreased by $33 million, or 55%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The decrease was primarily attributable to a change in fair value adjustments on marketable securities and to lower interest income due to a reduction in the average cash, cash equivalents and restricted cash balances.