Opendoor Technologies Inc. (Nasdaq: OPEN), a leading e-commerce
platform for residential real estate transactions, today reported
financial results for its quarter ended June 30, 2022.
Opendoor’s second quarter of 2022 financial results and management
commentary can be accessed through the Company’s shareholder letter
on the quarterly results page of Opendoor’s investor relations
website at https://investor.opendoor.com.
“We are proud of how we served our customers and of our
financial performance in the second quarter. Revenue grew over 250%
year-over-year, with gross profit of $486 million and Contribution
Profit of $422 million – the highest of any quarter. These results
enabled us to deliver a record first half of 2022,” said Eric Wu,
Co-founder and CEO of Opendoor.
Wu continued, “While we are pleased with these results, current
market volatility is requiring us to move swiftly and with
discipline in managing risk and overall inventory health. We are
leveraging our responsive pricing and operations platform, our low
cost structure, and our strong balance sheet to operate from a
position of strength and solidify our leadership as the category
winner.”
Second Quarter 2022 Key Highlights
- Revenue of $4.2 billion, up 254%
versus 2Q21; with 10,482 total homes sold, up 201% versus 2Q21
- Gross profit of $486 million,
versus $159 million in 2Q21, up 206% versus prior year; gross
margin of 11.6%, versus 13.4% in 2Q21
- Net loss of $(54) million, versus
$(144) million in 2Q21
- Adjusted Net Income of
$122 million, versus $3 million in 2Q21
- Contribution Profit of
$422 million, versus $128 million in 2Q21, up 230% versus
prior year; Contribution Margin of 10.1%, versus 10.8% in 2Q21
- Adjusted EBITDA of $218 million,
versus $25 million in 2Q21; Adjusted EBITDA Margin of 5.2%,
versus 2.2% in 2Q21
- Inventory balance of 17,013 homes,
representing $6.6 billion in value, up 143% versus 2Q21
- Purchased 14,135 homes, up 66% versus
2Q21
- Launched New York and New Jersey,
Detroit, Southwest Florida, Boston, Albuquerque, and Cincinnati;
bringing us to 51 markets at the end of 2Q22
Outlook
- 3Q22 revenue guidance of $2.2 billion
to $2.6 billion
- 3Q22 Adjusted EBITDA1 guidance of
$(175) million to $(125) million
Conference Call and Webcast Details
Opendoor will host a conference call to discuss its financial
results on August 4, 2022, at 2:00 p.m. Pacific Time. A live
webcast of the call can be accessed from Opendoor’s Investor
Relations website at https://investor.opendoor.com. An archived
version of the webcast will be available from the same website
after the call.
Forward Looking Statements
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, as amended. All statements contained in this press release
that do not relate to matters of historical fact should be
considered forward-looking, including statements regarding our
financial condition, anticipated financial performance, business
strategy and plans, market opportunity and expansion and objectives
of management for future operations. These forward-looking
statements generally are identified by the words “anticipate”,
“believe”, “contemplate”, “continue”, “could”, “estimate”,
“expect”, “forecast”, “future”, “intend”, “may”, “might”,
“opportunity”, “plan”, “possible”, “potential”, “predict”,
“project,” “should”, “strategy”, “strive”, “target”, “will”, or
“would”, the negative of these words or other similar terms or
expressions. The absence of these words does not mean that a
statement is not forward-looking. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many important
factors could cause actual future events to differ materially from
the forward-looking statements in this press release, including but
not limited to our public securities’ potential liquidity and
trading; our ability to raise financing in the future; our success
in retaining or recruiting, or changes required in, our officers,
key employees or directors; the impact of the regulatory
environment and complexities with compliance related to such
environment; various factors relating to our business, operations
and financial performance, including, but not limited to, the
impact of the COVID-19 pandemic on our ability to grow market
share; our ability to respond to general economic conditions and
the health of the U.S. residential real estate industry. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties described under the caption "Risk Factors" in our
most recent Annual Report on Form 10-K filed with the Securities
and Exchange Commission (the “SEC”) on February 24, 2022, as
updated by our other filings with the SEC. These filings identify
and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and we assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events, or otherwise. We do not give any
assurance that we will achieve our expectations.
About Opendoor
Opendoor’s mission is to power life’s progress, one move at a
time. Since 2014, Opendoor has provided people across the U.S. with
a simple way to buy and sell a home. Opendoor currently operates in
a growing number of markets nationwide.
For more information, please visit www.opendoor.com
Contact Information
Investors:Elise WangOpendoor investors@opendoor.com
Media:Sheila Tran / Charles
StewartOpendoorpress@opendoor.com
OPENDOOR TECHNOLOGIES
INC.CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS(In millions, except share amounts which are
presented in thousands, and per share amounts)(Unaudited)
|
Three Months
EndedJune 30, |
|
Six Months
EndedJune 30, |
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
REVENUE |
$ |
4,198 |
|
|
$ |
1,186 |
|
|
$ |
9,349 |
|
|
$ |
1,933 |
|
COST OF REVENUE |
|
3,712 |
|
|
|
1,027 |
|
|
|
8,328 |
|
|
|
1,677 |
|
GROSS PROFIT |
|
486 |
|
|
|
159 |
|
|
|
1,021 |
|
|
|
256 |
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
Sales, marketing and operations |
|
276 |
|
|
|
97 |
|
|
|
552 |
|
|
|
166 |
|
General and administrative |
|
137 |
|
|
|
190 |
|
|
|
238 |
|
|
|
412 |
|
Technology and development |
|
41 |
|
|
|
24 |
|
|
|
81 |
|
|
|
75 |
|
Total operating expenses |
|
454 |
|
|
|
311 |
|
|
|
871 |
|
|
|
653 |
|
INCOME (LOSS) FROM
OPERATIONS |
|
32 |
|
|
|
(152 |
) |
|
|
150 |
|
|
|
(397 |
) |
WARRANT FAIR VALUE
ADJUSTMENT |
|
— |
|
|
|
24 |
|
|
|
— |
|
|
|
9 |
|
INTEREST EXPENSE |
|
(89 |
) |
|
|
(16 |
) |
|
|
(157 |
) |
|
|
(27 |
) |
OTHER INCOME (LOSS) – Net |
|
4 |
|
|
|
— |
|
|
|
(18 |
) |
|
|
1 |
|
LOSS BEFORE INCOME TAXES |
|
(53 |
) |
|
|
(144 |
) |
|
|
(25 |
) |
|
|
(414 |
) |
INCOME TAX EXPENSE |
|
(1 |
) |
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
NET LOSS |
$ |
(54 |
) |
|
$ |
(144 |
) |
|
$ |
(26 |
) |
|
$ |
(414 |
) |
Net loss per share
attributable to common shareholders: |
|
|
|
|
|
|
|
Basic |
$ |
(0.09 |
) |
|
$ |
(0.24 |
) |
|
$ |
(0.04 |
) |
|
$ |
(0.72 |
) |
Diluted |
$ |
(0.09 |
) |
|
$ |
(0.24 |
) |
|
$ |
(0.04 |
) |
|
$ |
(0.72 |
) |
Weighted-average shares
outstanding: |
|
|
|
|
|
|
|
Basic |
|
624,958 |
|
|
|
588,374 |
|
|
|
622,064 |
|
|
|
576,941 |
|
Diluted |
|
624,958 |
|
|
|
588,374 |
|
|
|
622,064 |
|
|
|
576,941 |
|
OPENDOOR TECHNOLOGIES
INC.CONDENSED CONSOLIDATED BALANCE
SHEETS(In millions, except share data)(Unaudited)
|
|
June 30,2022 |
|
December 31,2021 |
ASSETS |
|
|
|
|
CURRENT ASSETS: |
|
|
|
|
Cash and cash equivalents |
|
$ |
2,239 |
|
|
$ |
1,731 |
|
Restricted cash |
|
|
615 |
|
|
|
847 |
|
Marketable securities |
|
|
233 |
|
|
|
484 |
|
Escrow receivable |
|
|
56 |
|
|
|
84 |
|
Mortgage loans held for sale pledged under agreements to
repurchase |
|
|
12 |
|
|
|
7 |
|
Real estate inventory, net |
|
|
6,628 |
|
|
|
6,096 |
|
Other current assets ($2 and $4 carried at fair value) |
|
|
162 |
|
|
|
91 |
|
Total current assets |
|
|
9,945 |
|
|
|
9,340 |
|
PROPERTY AND
EQUIPMENT – Net |
|
|
54 |
|
|
|
45 |
|
RIGHT OF USE ASSETS |
|
|
43 |
|
|
|
42 |
|
GOODWILL |
|
|
60 |
|
|
|
60 |
|
INTANGIBLES – Net |
|
|
7 |
|
|
|
12 |
|
OTHER ASSETS |
|
|
27 |
|
|
|
7 |
|
TOTAL ASSETS |
|
$ |
10,136 |
|
|
$ |
9,506 |
|
LIABILITIES AND
SHAREHOLDERS’ EQUITY |
|
|
|
CURRENT LIABILITIES: |
|
|
|
Accounts payable and other accrued liabilities |
|
$ |
215 |
|
|
$ |
137 |
|
Non-recourse asset-backed debt - current portion |
|
|
3,362 |
|
|
|
4,240 |
|
Other secured borrowings |
|
|
12 |
|
|
|
7 |
|
Interest payable |
|
|
10 |
|
|
|
12 |
|
Lease liabilities - current portion |
|
|
7 |
|
|
|
4 |
|
Total current liabilities |
|
|
3,606 |
|
|
|
4,400 |
|
NON-RECOURSE ASSET-BACKED
DEBT – Net of current portion |
|
|
3,176 |
|
|
|
1,862 |
|
CONVERTIBLE SENIOR NOTES |
|
|
956 |
|
|
|
954 |
|
LEASE LIABILITIES – Net of
current portion |
|
|
42 |
|
|
|
42 |
|
Total liabilities |
|
|
7,780 |
|
|
|
7,258 |
|
SHAREHOLDERS’ EQUITY: |
|
|
|
|
Common stock, $0.0001 par value; 3,000,000,000 shares authorized;
627,033,133 and 616,026,565 shares issued, respectively;
627,033,133 and 616,026,565 shares outstanding, respectively |
|
|
— |
|
|
|
— |
|
Additional paid-in capital |
|
|
4,092 |
|
|
|
3,955 |
|
Accumulated deficit |
|
|
(1,731 |
) |
|
|
(1,705 |
) |
Accumulated other comprehensive (loss) income |
|
|
(5 |
) |
|
|
(2 |
) |
Total shareholders’ equity |
|
|
2,356 |
|
|
|
2,248 |
|
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
$ |
10,136 |
|
|
$ |
9,506 |
|
OPENDOOR TECHNOLOGIES
INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS(In millions)(Unaudited)
|
Six Months
EndedJune 30, |
|
|
2022 |
|
|
|
2021 |
|
CASH FLOWS FROM OPERATING
ACTIVITIES: |
|
|
|
Net loss |
$ |
(26 |
) |
|
$ |
(414 |
) |
Adjustments to reconcile net loss to cash, cash equivalents, and
restricted cash used in operating activities: |
|
|
|
Depreciation and amortization |
|
38 |
|
|
|
20 |
|
Amortization of right of use asset |
|
4 |
|
|
|
4 |
|
Stock-based compensation |
|
126 |
|
|
|
403 |
|
Warrant fair value adjustment |
|
— |
|
|
|
(9 |
) |
Gain on settlement of lease liabilities |
|
— |
|
|
|
(5 |
) |
Inventory valuation adjustment |
|
90 |
|
|
|
1 |
|
Change in fair value of equity securities |
|
25 |
|
|
|
— |
|
Net fair value adjustments and gain (loss) on sale of mortgage
loans held for sale |
|
(1 |
) |
|
|
(2 |
) |
Origination of mortgage loans held for sale |
|
(108 |
) |
|
|
(83 |
) |
Proceeds from sale and principal collections of mortgage loans held
for sale |
|
106 |
|
|
|
68 |
|
Changes in operating assets and liabilities: |
|
|
|
Escrow receivable |
|
28 |
|
|
|
(32 |
) |
Real estate inventory |
|
(622 |
) |
|
|
(2,249 |
) |
Other assets |
|
(80 |
) |
|
|
(38 |
) |
Accounts payable and other accrued liabilities |
|
79 |
|
|
|
34 |
|
Lease liabilities |
|
(2 |
) |
|
|
(10 |
) |
Net cash used in operating activities |
|
(343 |
) |
|
|
(2,312 |
) |
CASH FLOWS FROM INVESTING
ACTIVITIES: |
|
|
|
Purchase of property and equipment |
|
(20 |
) |
|
|
(11 |
) |
Purchase of marketable securities |
|
(28 |
) |
|
|
(239 |
) |
Proceeds from sales, maturities, redemptions and paydowns of
marketable securities |
|
250 |
|
|
|
86 |
|
Purchase of non-marketable equity securities |
|
(25 |
) |
|
|
(10 |
) |
Proceeds from sale of non-marketable equity securities |
|
3 |
|
|
|
— |
|
Capital returns of non-marketable equity securities |
|
3 |
|
|
|
— |
|
Net cash provided by (used in) investing activities |
|
183 |
|
|
|
(174 |
) |
CASH FLOWS FROM FINANCING
ACTIVITIES: |
|
|
|
Proceeds from exercise of stock options |
|
3 |
|
|
|
7 |
|
Proceeds from warrant exercise |
|
— |
|
|
|
5 |
|
Proceeds from the February 2021 Offering |
|
— |
|
|
|
886 |
|
Issuance cost of common stock |
|
— |
|
|
|
(29 |
) |
Proceeds from non-recourse asset-backed debt |
|
6,608 |
|
|
|
3,160 |
|
Principal payments on non-recourse asset-backed debt |
|
(6,162 |
) |
|
|
(1,374 |
) |
Proceeds from other secured borrowings |
|
105 |
|
|
|
82 |
|
Principal payments on other secured borrowings |
|
(100 |
) |
|
|
(65 |
) |
Payment of loan origination fees and debt issuance costs |
|
(18 |
) |
|
|
(2 |
) |
Net cash provided by financing activities |
|
436 |
|
|
|
2,670 |
|
NET INCREASE IN CASH, CASH
EQUIVALENTS, AND RESTRICTED CASH |
|
276 |
|
|
|
184 |
|
CASH, CASH EQUIVALENTS, AND
RESTRICTED CASH – Beginning of period |
|
2,578 |
|
|
|
1,506 |
|
CASH, CASH EQUIVALENTS, AND
RESTRICTED CASH – End of period |
$ |
2,854 |
|
|
$ |
1,690 |
|
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION – Cash paid during the period for
interest |
$ |
145 |
|
|
$ |
21 |
|
DISCLOSURES OF NONCASH
ACTIVITIES: |
|
|
|
Stock-based compensation expense capitalized for internally
developed software |
$ |
8 |
|
|
$ |
6 |
|
RECONCILIATION TO CONDENSED
CONSOLIDATED BALANCE SHEETS: |
|
|
|
Cash and cash equivalents |
$ |
2,239 |
|
|
$ |
1,558 |
|
Restricted cash |
|
615 |
|
|
|
132 |
|
Cash, cash equivalents, and restricted cash |
$ |
2,854 |
|
|
$ |
1,690 |
|
Non-GAAP Financial Measures
To provide investors with additional information regarding the
Company’s financial results, this press release includes references
to certain non-GAAP financial measures that are used by management.
The Company believes these non-GAAP financial measures including
Adjusted Gross Profit, Contribution Profit, Contribution Profit
After Interest, Adjusted Net (Loss) Income, Adjusted EBITDA, and
any such non-GAAP financial measures expressed as a Margin, are
useful to investors as supplemental operational measurements to
evaluate the Company’s financial performance.
The non-GAAP financial measures should not be considered in
isolation or as a substitute for the Company’s reported GAAP
results because they may include or exclude certain items as
compared to similar GAAP-based measures, and such measures may not
be comparable to similarly-titled measures reported by other
companies. Management uses these non-GAAP financial measures for
financial and operational decision-making and as a means to
evaluate period-to-period comparisons. Management believes that
these non-GAAP financial measures provide meaningful supplemental
information regarding the Company’s performance by excluding
certain items that may not be indicative of the Company’s recurring
operating results.
Adjusted Gross Profit, Contribution Profit and Contribution
Profit After Interest
To provide investors with additional information regarding our
margins and return on inventory acquired, we have included Adjusted
Gross Profit, Contribution Profit and Contribution Profit After
Interest, which are non-GAAP financial measures. We believe that
Adjusted Gross Profit, Contribution Profit and Contribution Profit
After Interest are useful financial measures for investors as they
are supplemental measures used by management in evaluating unit
level economics and our operating performance. Each of these
measures is intended to present the economics related to homes sold
during a given period. We do so by including revenue generated from
homes sold (and adjacent services) in the period and only the
expenses that are directly attributable to such home sales, even if
such expenses were recognized in prior periods, and excluding
expenses related to homes that remain in inventory as of the end of
the period. Contribution Profit provides investors a measure to
assess Opendoor’s ability to generate returns on homes sold during
a reporting period after considering home purchase costs,
renovation and repair costs, holding costs and selling costs.
Contribution Profit After Interest further impacts gross profit by
including senior interest costs attributable to homes sold during a
reporting period. We believe these measures facilitate meaningful
period over period comparisons and illustrate our ability to
generate returns on assets sold after considering the costs
directly related to the assets sold in a given period.
Adjusted Gross Profit, Contribution Profit and Contribution
Profit After Interest are supplemental measures of our operating
performance and have limitations as analytical tools. For example,
these measures include costs that were recorded in prior periods
under GAAP and exclude, in connection with homes held in inventory
at the end of the period, costs required to be recorded under GAAP
in the same period. 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 gross profit.
Adjusted Gross Profit / Margin
We calculate Adjusted Gross Profit as gross profit under GAAP
adjusted for (1) inventory valuation adjustment in the current
period, and (2) inventory valuation adjustment in prior periods.
Inventory valuation adjustment in the current period is calculated
by adding back the inventory valuation adjustments recorded during
the period on homes that remain in inventory at period end.
Inventory valuation adjustment in prior periods is calculated by
subtracting the inventory valuation adjustments recorded in prior
periods on homes sold in the current period. We define Adjusted
Gross Margin as Adjusted Gross Profit as a percentage of
revenue.
We view this metric as an important measure of business
performance as it captures gross margin performance isolated to
homes sold in a given period and provides comparability across
reporting periods. Adjusted Gross Profit helps management assess
home pricing, service fees and renovation performance for a
specific resale cohort.
Contribution Profit / Margin
We calculate Contribution Profit as Adjusted Gross Profit, minus
certain costs incurred on homes sold during the current period
including: (1) holding costs incurred in the current period,
(2) holding costs incurred in prior periods, and
(3) direct selling costs. The composition of our holding costs
is described in the footnotes to the reconciliation table below.
Contribution Margin is Contribution Profit as a percentage of
revenue.
We view this metric as an important measure of business
performance as it captures the unit level performance isolated to
homes sold in a given period and provides comparability across
reporting periods. Contribution Profit helps management assess
inflows and outflows directly associated with a specific resale
cohort.
Contribution Profit / Margin After Interest
We define Contribution Profit After Interest as Contribution
Profit, minus interest expense under our non-recourse asset-backed
senior debt facilities incurred on the homes sold during the
period. This may include interest expense recorded in periods prior
to the period in which the sale occurred. Our asset-backed senior
debt facilities are secured by our real estate inventory and cash.
In addition to our senior debt facilities, we use a mix of debt and
equity capital to finance our inventory and that mix will vary over
time. We expect to continue to evolve our cost of financing as we
include other debt sources beyond mezzanine capital. As such, in
order to allow more meaningful period over period comparisons that
more accurately reflect our asset performance rather than our
evolving financing choices, we do not include interest expense
associated with our mezzanine term debt facilities in this
calculation. Contribution Margin After Interest is Contribution
Profit After Interest as a percentage of revenue.
We view this metric as an important measure of business
performance. Contribution Profit After Interest helps management
assess Contribution Margin performance, per above, when burdened
with the cost of senior financing.
OPENDOOR TECHNOLOGIES
INC.RECONCILIATION OF GAAP TO NON-GAAP
MEASURES(In millions, except percentages, and homes
sold)(Unaudited)
The following table presents a reconciliation of our Adjusted
Gross Profit, Contribution Profit and Contribution Profit After
Interest to our gross profit, which is the most directly comparable
GAAP measure, for the periods indicated:
|
|
Three Months Ended June 30, |
|
Six Months
EndedJune 30, |
(in millions, except percentages and homes sold, or as
noted) |
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Gross profit
(GAAP) |
|
$ |
486 |
|
|
$ |
159 |
|
|
$ |
1,021 |
|
|
$ |
256 |
|
Gross Margin |
|
|
11.6 |
% |
|
|
13.4 |
% |
|
|
10.9 |
% |
|
|
13.2 |
% |
Adjustments: |
|
|
|
|
|
|
|
|
Inventory valuation adjustment – Current Period(1)(2) |
|
|
82 |
|
|
|
1 |
|
|
|
85 |
|
|
|
1 |
|
Inventory valuation adjustment – Prior Periods(1)(3) |
|
|
(12 |
) |
|
|
— |
|
|
|
(38 |
) |
|
|
— |
|
Adjusted Gross
Profit |
|
$ |
556 |
|
|
$ |
160 |
|
|
$ |
1,068 |
|
|
$ |
257 |
|
Adjusted Gross Margin |
|
|
13.2 |
% |
|
|
13.5 |
% |
|
|
11.4 |
% |
|
|
13.3 |
% |
Adjustments: |
|
|
|
|
|
|
|
|
Direct selling costs(4) |
|
|
(100 |
) |
|
|
(26 |
) |
|
|
(236 |
) |
|
|
(44 |
) |
Holding costs on sales – Current Period(5)(6) |
|
|
(11 |
) |
|
|
(3 |
) |
|
|
(42 |
) |
|
|
(7 |
) |
Holding costs on sales – Prior Periods(5)(7) |
|
|
(23 |
) |
|
|
(3 |
) |
|
|
(36 |
) |
|
|
(2 |
) |
Contribution
Profit |
|
$ |
422 |
|
|
$ |
128 |
|
|
$ |
754 |
|
|
$ |
204 |
|
Homes sold in period |
|
|
10,482 |
|
|
|
3,481 |
|
|
|
23,151 |
|
|
|
5,943 |
|
Contribution Profit
per Home Sold (in thousands) |
|
$ |
40 |
|
|
$ |
37 |
|
|
$ |
33 |
|
|
$ |
34 |
|
Contribution Margin |
|
|
10.1 |
% |
|
|
10.8 |
% |
|
|
8.1 |
% |
|
|
10.5 |
% |
Adjustments: |
|
|
|
|
|
|
|
|
Interest on homes sold – Current Period(8)(9) |
|
|
(12 |
) |
|
|
(3 |
) |
|
|
(42 |
) |
|
|
(7 |
) |
Interest on homes sold – Prior Periods(8)(10) |
|
|
(21 |
) |
|
|
(2 |
) |
|
|
(33 |
) |
|
|
(1 |
) |
Contribution Profit After Interest |
|
$ |
389 |
|
|
$ |
123 |
|
|
$ |
679 |
|
|
$ |
196 |
|
Contribution Margin After Interest |
|
|
9.3 |
% |
|
|
10.4 |
% |
|
|
7.3 |
% |
|
|
10.1 |
% |
________________
(1) Inventory valuation adjustment includes adjustments to
record real estate inventory at the lower of its carrying amount or
its net realizable value.
(2) Inventory valuation adjustment — Current Period is the
inventory valuation adjustments recorded during the period
presented associated with homes that remain in inventory at period
end.
(3) Inventory valuation adjustment — Prior Periods is the
inventory valuation adjustments recorded in prior periods
associated with homes that sold in the period presented.
(4) Represents selling costs incurred related to homes sold
in the relevant period. This primarily includes broker commissions,
external title and escrow-related fees and transfer taxes.
(5) Holding costs include mainly property taxes,
insurance, utilities, homeowners association dues, cleaning and
maintenance costs. Holding costs are included in Sales, marketing,
and operations on the Condensed Consolidated Statements of
Operations.
(6) Represents holding costs incurred in the period
presented on homes sold in the period presented.
(7) Represents holding costs incurred in prior
periods on homes sold in the period presented.
(8) This does not include interest on mezzanine term debt
facilities or other indebtedness.
(9) Represents the interest expense under our asset-backed
senior debt facilities incurred during the period presented on
homes sold in the period presented.
(10) Represents the interest expense under our asset-backed
senior debt facilities incurred during prior periods on homes sold
in the period presented.
Adjusted Net Income (Loss) and Adjusted
EBITDA
We also present Adjusted Net Income (Loss) and Adjusted EBITDA,
which are non-GAAP financial measures that management uses to
assess our underlying financial performance. These measures are
also commonly used by investors and analysts to compare the
underlying performance of companies in our industry. We believe
these measures provide investors with meaningful period over period
comparisons of our underlying performance, adjusted for certain
charges that are non-recurring, non-cash, not directly related to
our revenue-generating operations or not aligned to related
revenue.
Adjusted Net Income (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.
Adjusted Net Income (Loss)
We calculate Adjusted Net Income (Loss) as GAAP net loss
adjusted to exclude non-cash expenses of stock-based compensation,
equity securities fair value adjustment, warrant fair value
adjustment, and intangibles amortization expense. It also excludes
non-recurring gain on lease termination, payroll tax on initial RSU
release, and legal contingency accrual and related expenses.
Adjusted Net Income (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
Income (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.
Adjusted EBITDA
We calculated Adjusted EBITDA as Adjusted Net Income (Loss)
adjusted for depreciation and amortization, property financing and
other interest expense, interest income, and income tax expense.
Adjusted EBITDA is a supplemental performance measure that our
management uses to assess our operating performance and the
operating leverage in our business.
The following table presents a reconciliation of our Adjusted
Net Income (Loss) and Adjusted EBITDA to our net loss, which is the
most directly comparable GAAP measure, for the periods
indicated:
|
|
Three Months Ended June 30, |
|
Six Months
EndedJune 30, |
(in millions, except percentages) |
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Net loss
(GAAP) |
|
$ |
(54 |
) |
|
$ |
(144 |
) |
|
$ |
(26 |
) |
|
$ |
(414 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
59 |
|
|
|
164 |
|
|
|
126 |
|
|
|
403 |
|
Equity securities fair value adjustment(1) |
|
|
3 |
|
|
|
— |
|
|
|
25 |
|
|
|
— |
|
Warrant fair value adjustment(1) |
|
|
— |
|
|
|
(24 |
) |
|
|
— |
|
|
|
(9 |
) |
Intangibles amortization expense(2) |
|
|
3 |
|
|
|
1 |
|
|
|
5 |
|
|
|
1 |
|
Inventory valuation adjustment – Current Period(3)(4) |
|
|
82 |
|
|
|
1 |
|
|
|
85 |
|
|
|
1 |
|
Inventory valuation adjustment — Prior Periods(3)(5) |
|
|
(12 |
) |
|
|
— |
|
|
|
(38 |
) |
|
|
— |
|
Gain on lease termination |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5 |
) |
Payroll tax on initial RSU release |
|
|
— |
|
|
|
5 |
|
|
|
— |
|
|
|
5 |
|
Legal contingency accrual and related expenses |
|
|
42 |
|
|
|
— |
|
|
|
45 |
|
|
|
— |
|
Other(6) |
|
|
(1 |
) |
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
Adjusted Net Income
(Loss) |
|
$ |
122 |
|
|
$ |
3 |
|
|
$ |
221 |
|
|
$ |
(18 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
Depreciation and amortization, excluding amortization of
intangibles and right of use assets |
|
|
12 |
|
|
|
7 |
|
|
|
21 |
|
|
|
16 |
|
Property financing(7) |
|
|
76 |
|
|
|
12 |
|
|
|
134 |
|
|
|
19 |
|
Other interest expense(8) |
|
|
13 |
|
|
|
4 |
|
|
|
23 |
|
|
|
8 |
|
Interest income(9) |
|
|
(6 |
) |
|
|
(1 |
) |
|
|
(6 |
) |
|
|
(2 |
) |
Income tax expense |
|
|
1 |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
Adjusted
EBITDA |
|
$ |
218 |
|
|
$ |
25 |
|
|
$ |
394 |
|
|
$ |
23 |
|
Adjusted EBITDA Margin |
|
|
5.2 |
% |
|
|
2.2 |
% |
|
|
4.2 |
% |
|
|
1.2 |
% |
________________
(1) Represents the gains and losses on certain financial
instruments, which are marked to fair value at the end of each
period.
(2) Represents amortization of acquisition-related
intangible assets. The acquired intangible assets have useful lives
ranging from 1 to 5 years and amortization is expected until
the intangible assets are fully amortized.
(3) Inventory valuation adjustment includes adjustments to
record real estate inventory at the lower of its carrying amount or
its net realizable value.
(4) Inventory valuation adjustment — Current Period is the
inventory valuation adjustments recorded during the period
presented associated with homes that remain in inventory at period
end.
(5) Inventory valuation adjustment — Prior Periods is
the inventory valuation adjustments recorded in prior periods
associated with homes that sold in the period presented.
(6) Includes primarily gain or loss on interest rate lock
commitments, gain or loss on the sale of available for sale
securities, sublease income, and income from equity method
investments.
(7) Includes interest expense on our non-recourse
asset-backed debt facilities.
(8) Includes amortization of debt issuance costs and
loan origination fees, commitment fees, unused fees, other interest
related costs on our asset-backed debt facilities, interest expense
related to the 2026 convertible senior notes outstanding, and
interest expense on other secured borrowings.
(9) Consists mainly of interest earned on cash, cash
equivalents and marketable securities.
1 Opendoor has not provided a quantitative reconciliation of
forecasted Adjusted EBITDA to forecasted GAAP net income (loss)
within this press release because the Company is unable, without
making unreasonable efforts, to calculate certain reconciling items
with confidence. These items include, but are not limited to,
inventory valuation adjustment and equity securities fair value
adjustment. These items, which could materially affect the
computation of forward-looking GAAP net income (loss), are
inherently uncertain and depend on various factors, some of which
are outside of the Company’s control. For more information
regarding the non-GAAP financial measures discussed in this press
release, please see “Use of Non-GAAP Financial Measures” below.
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