SEC Filing | Opendoor Technologies Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________.

Commission file number 001-39253

Opendoor Technologies Inc.

(Exact name of registrant as specified in its charter)

Delaware

98-1515020

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

410 N. Scottsdale Road,

Suite 1600

Tempe,

85281

(Address of Principal Executive Offices)

(Zip Code)

(415) 896-6737

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	OPEN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of registrant’s common stock outstanding as of November 3, 2021 was approximately 612,612,711.

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OPENDOOR TECHNOLOGIES INC.

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		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Loss	5
	Condensed Consolidated Statements of Changes in Temporary Equity and Shareholders’ Equity (Deficit)	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	57
Item 4.	Controls and Procedures	57

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	59
Item 1A.	Risk Factors	59
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
Item 3.	Defaults Upon Senior Securities	61
Item 4.	Mine Safety Disclosures	61
Item 5.	Other Information	61
Item 6.	Exhibits	63
	Signatures	64

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OPENDOOR TECHNOLOGIES INC.

As used in this Quarterly Report on Form 10-Q, unless the context requires otherwise, references to “Opendoor,” the “Company,” “we,” “us,” and “our,” and similar references refer to Opendoor Technologies Inc. and its wholly owned subsidiaries following the Business Combination (as defined herein) and to Opendoor Labs Inc. prior to the Business Combination.

As a result of the Business Combination completed on December 18, 2020, Opendoor Labs Inc. share and per share amounts presented in this Quarterly Report on Form 10-Q, for periods prior to the Business Combination, have been retroactively converted by application of the exchange ratio of 1.618. For more information regarding the business combination, please see “Part I – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 2. Business Combination”.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition; business strategy and plans; expectations regarding the impact of COVID-19; market opportunity and expansion and objectives of management for future operations, including our statements regarding the benefits and timing of the roll out of new markets, products, or technology; expected diversification of funding sources; and efforts to remediate our material weaknesses in internal control over financial reporting, are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “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”, including their antonyms or other similar terms or expressions may identify forward-looking statements. The absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q and current expectations, forecasts and assumptions, which involve a number of judgments, risks and uncertainties, including without limitation, risks related 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;

•our ability to remediate our material weaknesses;

•factors relating to our business, operations and financial performance, including:

▪the impact of the COVID-19 pandemic;

▪our ability to maintain an effective system of internal controls over financial reporting;

▪our ability to grow market share in our existing markets or any new markets we may enter;

▪our ability to respond to general economic conditions;

▪the health of the U.S. residential real estate industry;

▪risks associated with our real estate assets and increased competition in the U.S. residential real estate industry;

▪our ability to manage our growth effectively;

▪our ability to achieve and maintain profitability in the future;

▪our ability to access sources of capital, including debt financing and securitization funding to finance our real estate inventories and other sources of capital to finance operations and growth;

▪our ability to maintain and enhance our products and brand, and to attract customers;

▪our ability to manage, develop and refine our technology platform, including our automated pricing and valuation technology;

▪the success of our strategic relationships with third parties; and

▪other factors detailed under the section entitled “Risk Factors” in this Quarterly Report on Form 10-Q.

Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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OPENDOOR TECHNOLOGIES INC.

As a result of a number of known and unknown risks and uncertainties, including without limitation the important factors described in the “Risk Factors” section of this Quarterly Report on Form 10-Q and on Part I. Item 1A “ Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”), our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

OPENDOOR TECHNOLOGIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)


		September 30, 2021		December 31, 2020
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	1,358,775	$	1,412,665
Restricted cash		484,476		92,863
Marketable securities		481,051		47,637
Mortgage loans held for sale pledged under agreements to repurchase		22,858		7,529
Escrow receivable		121,394		1,494
Real estate inventory, net		6,268,081		465,936
Other current assets ($616 and $373 carried at fair value)		84,365		24,987
Total current assets		8,821,000		2,053,111
PROPERTY AND EQUIPMENT – Net		38,321		29,228
RIGHT OF USE ASSETS		43,800		49,517
GOODWILL		47,158		30,945
INTANGIBLES – Net		11,494		8,684
OTHER ASSETS ($5,100 and $0 carried at fair value)		6,842		4,097
TOTAL ASSETS	(1)	$	8,968,615	$	2,175,582
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and other accrued liabilities		$	156,030	$	25,270
Non-recourse asset-backed debt - current portion		4,049,812		339,173
Other secured borrowings		19,728		7,149


Interest payable		9,746		1,081
Lease liabilities - current portion		4,637		20,716
Total current liabilities		4,239,953		393,389
NON-RECOURSE ASSET-BACKED DEBT – Net of current portion		1,367,989		135,467
CONVERTIBLE SENIOR NOTES		952,415		—
WARRANT LIABILITIES		—		47,349
LEASE LIABILITIES – Net of current portion		43,073		46,625
OTHER LIABILITIES		2,324		94
Total liabilities	(2)	6,605,754		622,924
COMMITMENTS AND CONTINGENCIES (See Note 17)







SHAREHOLDERS’ EQUITY:
Common stock, $0.0001 par value; 3,000,000,000 shares authorized; 607,215,233 and 540,714,692 shares issued and outstanding, respectively		60		54
Additional paid-in capital		3,877,418		2,596,012
Accumulated deficit		(1,514,509)		(1,043,449)
Accumulated other comprehensive (loss) income		(108)		41
Total shareholders’ equity		2,362,861		1,552,658
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	8,968,615	$	2,175,582

________________

(1)The Company’s consolidated assets at September 30, 2021 and December 31, 2020 include the following assets of certain variable interest entities (“VIEs”) that can only be used to settle the liabilities of those VIEs: Cash and cash equivalents, $11,567 and $15,849; Restricted cash, $475,305 and $81,408; Real estate inventory, net, $6,131,362 and $460,680; Escrow receivable, $102,685 and $1,364; Other current assets, $39,253 and $5,365; and Total assets of $6,760,172 and $564,666, respectively.

(2)The Company’s consolidated liabilities at September 30, 2021 and December 31, 2020 include the following liabilities for which the VIE creditors do not have recourse to Opendoor: Accounts payable and other accrued liabilities, $66,134 and $2,335; Interest payable, $9,413 and $1,059; Current portion of non-recourse asset-backed debt, $4,049,812 and $339,173; Non-recourse asset-backed debt, net of current portion, $1,367,989 and $135,467; and Total liabilities, $5,493,348 and $478,034, respectively.

See accompanying notes to condensed consolidated financial statements.

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OPENDOOR TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
REVENUE	$	2,266,354	$	338,613	$	4,199,014	$	2,334,235
COST OF REVENUE	2,063,865		302,802		3,740,622		2,152,803
GROSS PROFIT	202,489		35,811		458,392		181,432
OPERATING EXPENSES:
Sales, marketing and operations	153,496		27,336		319,087		156,290
General and administrative	90,105		40,168		502,800		99,074
Technology and development	27,295		13,184		102,360		45,809
Total operating expenses	270,896		80,688		924,247		301,173
LOSS FROM OPERATIONS	(68,407)		(44,877)		(465,855)		(119,741)
DERIVATIVE AND WARRANT FAIR VALUE ADJUSTMENT	3,499		(24,329)		12,179		(25,219)

INTEREST EXPENSE	(43,550)		(12,376)		(70,375)		(57,393)
OTHER INCOME – Net	51,965		764		53,601		3,619
LOSS BEFORE INCOME TAXES	(56,493)		(80,818)		(470,450)		(198,734)
INCOME TAX EXPENSE	(326)		(35)		(610)		(234)
NET LOSS	$	(56,819)	$	(80,853)	(471,060)		(198,968)


Net loss per share attributable to common shareholders:
Basic	$	(0.09)	$	(0.91)	$	(0.80)	$	(2.32)
Diluted	$	(0.09)	$	(0.91)	$	(0.80)	$	(2.32)
Weighted-average shares outstanding:
Basic	603,389		89,070		585,854		85,907
Diluted	603,389		89,070		585,854		85,907

See accompanying notes to condensed consolidated financial statements.

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OPENDOOR TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
NET LOSS	$	(56,819)	$	(80,853)	$	(471,060)	$	(198,968)
OTHER COMPREHENSIVE INCOME:
Unrealized (loss) gain on marketable securities	(106)		(158)		(147)		126
Currency translation adjustment	(2)		—		(2)		—
COMPREHENSIVE LOSS	$	(56,927)	$	(81,011)	$	(471,209)	$	(198,842)

See accompanying notes to condensed consolidated financial statements.

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OPENDOOR TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN TEMPORARY

EQUITY AND SHAREHOLDERS’ EQUITY (DEFICIT)

(In thousands, except number of shares)

(Unaudited)


	Temporary Equity															Shareholders’ Equity (Deficit)
	Series A Convertible Preferred Stock			Series B Convertible Preferred Stock			Series C Convertible Preferred Stock			Series D Convertible Preferred Stock			Series E Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
BALANCE-June 30, 2021	—	—		—	—		—	—		—	—		—	—		593,838,919	59		3,875,552		(1,457,690)		—		2,417,921



Issuance of common stock in connection with the February 2021 Offering	—	—		—	—		—	—		—	—		—	—		—	—		—		—		—		—


Vesting of restricted stock	—	—		—	—		—	—		—	—		—	—		318,929	—		11		—		—		11
Vesting of restricted stock units	—	—		—	—		—	—		—	—		—	—		2,812,297	—				—		—		—
Common stock issued upon exercise of warrants	—	—		—	—		—	—		—	—		—	—		7,695,674	1		51,771		—		—		51,772
Exercise of stock options	—	—		—	—		—	—		—	—		—	—		2,549,414	—		4,532		—		—		4,532


Purchases of Capped Calls related to the 2026 Notes	—	—		—	—		—	—		—	—		—	—		—	—		(118,766)		—		—		(118,766)
Stock-based compensation	—	—		—	—		—	—		—	—		—	—		—	—		64,318		—		—		64,318


Other comprehensive loss	—	—		—	—		—	—		—	—		—	—		—	—		—		—		(108)		(108)
Net loss	—	—		—	—		—	—		—	—		—	—		—	—		—		(56,819)		—		(56,819)
BALANCE–September 30, 2021	—	$	—	—	$	—	—	$	—	—	$	—	—	$	—	607,215,233	$	60	$	3,877,418	$	(1,514,509)	$	(108)	$	2,362,861

	Temporary Equity															Shareholders’ Equity (Deficit)
	Series A Convertible Preferred Stock			Series B Convertible Preferred Stock			Series C Convertible Preferred Stock			Series D Convertible Preferred Stock			Series E Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
BALANCE-December 31, 2020	—	—		—	—		—	—		—	—		—	—		540,714,692	54		2,596,012		(1,043,449)		41		1,552,658



Issuance of common stock in connection with the February 2021 Offering	—	—		—	—		—	—		—	—		—	—		32,817,421	3		857,191		—		—		857,194


Vesting of restricted stock	—	—		—	—		—	—		—	—		—	—		979,198	—		56		—		—		56
Vesting of restricted stock units	—	—		—	—		—	—		—	—		—	—		17,712,282	1		—		—		—		1
Common stock issued upon exercise of warrants	—	—		—	—		—	—		—	—		—	—		8,200,151	1		57,572		—		—		57,573
Exercise of stock options	—	—		—	—		—	—		—	—		—	—		6,791,489	1		11,268		—		—		11,269


Purchases of Capped Calls related to the 2026 Notes	—	—		—	—		—	—		—	—		—	—		—	—		(118,766)		—		—		(118,766)
Stock-based compensation	—	—		—	—		—	—		—	—		—	—		—	—		474,085		—		—		474,085


Other comprehensive loss	—	—		—	—		—	—		—	—		—	—		—	—		—		—		(149)		(149)
Net loss	—	—		—	—		—	—		—	—		—	—		—	—		—		(471,060)		—		(471,060)
BALANCE–September 30, 2021	—	$	—	—	$	—	—	$	—	—	$	—	—	$	—	607,215,233	$	60	$	3,877,418	$	(1,514,509)	$	(108)	$	2,362,861

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OPENDOOR TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN TEMPORARY

EQUITY AND SHAREHOLDERS’ EQUITY (DEFICIT)

(In thousands, except number of shares)

(Unaudited)


	Temporary Equity															Shareholders’ Equity (Deficit)
	Series A Convertible Preferred Stock			Series B Convertible Preferred Stock			Series C Convertible Preferred Stock			Series D Convertible Preferred Stock			Series E Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
BALANCE-June 30, 2020	40,089,513	$	9,763	23,840,816	$	20,049	29,070,700	$	80,519	63,470,884	$	257,951	157,952,523	$	1,013,220	84,983,061	—		$	64,777	$	(908,598)	$	302	$	(843,519)


Issuance of issuer stock rights in extinguishment of the 2019 Convertible Notes	—	—		—	—		—	—		—	—		—	—		—	—		212,940		—		—		212,940



Vesting of restricted stock	—	—		—	—		—	—		—	—		—	—		336,665	—		21		—		—		21


Exercise of stock options	—	—		—	—		—	—		—	—		—	—		163,121	—		397		—		—		397



Stock-based compensation	—	—		—	—		—	—		—	—		—	—		—	—		2,522		—		—		2,522


Other comprehensive gain	—	—		—	—		—	—		—	—		—	—		—	—		—		—		(158)		(158)
Net loss	—	—		—	—		—	—		—	—		—	—		—	—		—		(80,853)		—		(80,853)
BALANCE–September 30, 2020	40,089,513	$	9,763	23,840,816	$	20,049	29,070,700	$	80,519	63,470,884	$	257,951	157,952,523	$	1,013,220	85,482,847	$	—	$	280,657	$	(989,451)	$	144	$	(708,650)

	Temporary Equity															Shareholders’ Equity (Deficit)
	Series A Convertible Preferred Stock			Series B Convertible Preferred Stock			Series C Convertible Preferred Stock			Series D Convertible Preferred Stock			Series E Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
BALANCE-December 31, 2019	40,089,513	$	9,763	23,840,816	$	20,049	29,070,700	$	80,519	63,470,884	$	257,951	157,952,523	$	1,013,220	83,748,443	—		$	57,362	$	(790,483)	$	18	$	(733,103)


Issuance of issuer stock rights in extinguishment of the 2019 Convertible Notes	—	—		—	—		—	—		—	—		—	—		—	—		212,940		—		—		212,940



Vesting of restricted stock	—	—		—	—		—	—		—	—		—	—		1,123,200	—		95		—		—		95


Exercise of stock options	—	—		—	—		—	—		—	—		—	—		611,204	—		1,098		—		—		1,098



Stock-based compensation	—	—		—	—		—	—		—	—		—	—		—	—		9,162		—		—		9,162


Other comprehensive gain	—	—		—	—		—	—		—	—		—	—		—	—		—		—		126		126
Net loss	—	—		—	—		—	—		—	—		—	—		—	—		—		(198,968)		—		(198,968)
BALANCE–September 30, 2020	40,089,513	$	9,763	23,840,816	$	20,049	29,070,700	$	80,519	63,470,884	$	257,951	157,952,523	$	1,013,220	85,482,847	$	—	$	280,657	$	(989,451)	$	144	$	(708,650)

See accompanying notes to condensed consolidated financial statements.

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OPENDOOR TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended September 30,
	2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(471,060)	$	(198,968)
Adjustments to reconcile net loss to cash, cash equivalents, and restricted cash (used in) provided by operating activities:
Depreciation and amortization – net of accretion	26,551		31,114
Amortization of right of use asset	6,055		22,008
Impairment of software development costs	3,227		—
Stock-based compensation	465,059		9,162
Derivative and warrant fair value adjustment	(12,179)		1,901
Gain on settlement of lease liabilities	(5,237)		—
Inventory valuation adjustment	32,602		7,517
Changes in fair value of derivative instruments	(243)		22,568
Changes in fair value of marketable equity securities	(51,013)		—
Payment-in-kind interest	—		3,910
Dividend-in-kind	264		—
Net fair value adjustments and gain (loss) on sale of mortgage loans held for sale	(3,144)		(2,131)
Origination of mortgage loans held for sale	(153,789)		(88,098)
Proceeds from sale and principal collections of mortgage loans held for sale	141,624		78,360
Changes in operating assets and liabilities:
Escrow receivable	(119,900)		11,241
Real estate inventories	(5,805,802)		1,146,798
Other assets	(50,202)		793
Accounts payable and other accrued liabilities	102,310		3,355
Interest payable	3,183		(2,530)
Lease liabilities	(11,864)		(9,646)
Net cash (used in) provided by operating activities	(5,903,558)		1,037,354
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(22,878)		(12,068)
Purchase of intangible assets	(790)		—
Purchase of marketable securities	(458,585)		(174,530)
Proceeds from sales, maturities, redemptions and paydowns of marketable securities	85,638		135,778
Purchase of non-marketable equity securities	(15,100)		—
Acquisitions, net of cash acquired	(20,110)		—
Net cash used in investing activities	(431,825)		(50,820)
CASH FLOWS FROM FINANCING ACTIVITIES:






Proceeds from issuance of convertible senior notes, net of issuance costs	953,066		—
Purchase of capped calls related to the convertible senior notes	(118,766)		—
Proceeds from exercise of stock options	11,268		1,078
Proceeds from warrant exercise	22,402		—

Proceeds from the February 2021 Offering	886,067		—
Issuance cost of common stock	(28,876)		—

Proceeds from non-recourse asset-backed debt	7,782,076		912,082
Principal payments on non-recourse asset-backed debt	(2,837,436)		(1,949,165)
Proceeds from other secured borrowings	150,748		85,996
Principal payments on other secured borrowings	(138,169)		(74,720)
Payment of loan origination fees and debt issuance costs	(9,274)		(3,068)




Net cash provided by (used in) financing activities	6,673,106		(1,027,797)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	337,723		(41,263)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – Beginning of period	1,505,528		684,822
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – End of period	$	1,843,251	$	643,559
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION – Cash paid during the period for interest	$	57,151	$	47,977

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OPENDOOR TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


DISCLOSURES OF NONCASH FINANCING ACTIVITIES:

Issuance of issuer stock rights in extinguishment of the 2019 Convertible Notes	$	—	$	212,940



Issuance of common stock in extinguishment of warrant liabilities	$	(35,170)	$	—
RECONCILIATION TO CONDENSED CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents	$	1,358,775	$	469,365
Restricted cash	484,476		174,194
Cash, cash equivalents, and restricted cash	$	1,843,251	$	643,559

See accompanying notes to condensed consolidated financial statements.

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OPENDOOR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

1.DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES

Description of Business

Opendoor Technologies Inc. (the “Company” and “Opendoor”) including its consolidated subsidiaries and certain variable interest entities (“VIEs”), is a leading digital platform for buying and selling homes. Opendoor streamlines the home selling and buying transaction and creates an end-to-end experience online. The Company was incorporated in Delaware on December 30, 2013.

Correction of Prior Period Amounts

On April 12, 2021, subsequent to the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, the Acting Director of the Division of Corporation Finance and the Acting Chief Accountant of the SEC issued a Staff Statement (the “Staff Statement”) on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”).

The Company took into consideration the guidance in the Staff Statement and Accounting Standards Codification 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity ("ASC 815-40") and evaluated the Public and Sponsor Warrants (each as defined herein and collectively the "Warrants"). The Warrants were issued in a private placement simultaneously with the closing of the initial public offering of Social Capital Hedosophia Holdings Corp. II (“SCH”), assumed by the Company through the Business Combination (as defined herein) on December 18, 2020, and classified in shareholders' equity as of and for the year ended December 31, 2020. While the Company concluded the Public Warrants meet the criteria to continue to be classified in shareholders' equity, the Company concluded the Sponsor Warrants do not meet the scope exception from derivative accounting prescribed by ASC 815-40 and should therefore be recorded as a liability on the Company’s consolidated balance sheet at fair value as of the closing of the Business Combination, with subsequent changes in their fair value recognized in the Company’s condensed consolidated statement of operations at each reporting date. The accounting for the Sponsor Warrants does not impact the Company's financial statements in any reporting periods prior to the Business Combination, as the Company assumed the Warrants through the Business Combination which was accounted for as a reverse recapitalization.

The fair value of the Sponsor Warrants as of the Closing Date on December 18, 2020 and December 31, 2020 amounted to $81.1 million and $47.3 million, respectively. The change in fair value from the Closing Date through December 31, 2020 amounted to a gain of $33.8 million. The impact of the misstatement as of December 31, 2020 resulted in an understatement of the warrant liability of $47.3 million, and an overstatement of accumulated deficit and additional paid-in capital of $33.8 million and $81.1 million respectively.

The Company evaluated the impact of error related to the accounting treatment of Sponsor Warrants with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and determined, based on consideration of quantitative and qualitative factors, that the error had an immaterial impact, individually and in aggregate. As such, the Company corrected its accounting for Sponsor Warrants in its Quarterly Report on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021.

The following table provides the impact of the correction on the Company's consolidated balance sheet as of December 31, 2020, as presented herein (in thousands):


	Previously Stated		Adjustments	As Corrected
Warrant liabilities	$	—	47,349	$	47,349
Total liabilities	$	575,575	47,349	$	622,924
Additional paid-in capital	$	2,677,155	(81,143)	$	2,596,012
Accumulated deficit	(1,077,243)		33,794	(1,043,449)
Total shareholders' equity	$	1,600,007	(47,349)	$	1,552,658

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OPENDOOR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to generally accepted accounting principles in the United States of America (“GAAP”). The condensed consolidated financial statements as of September 30, 2021 and December 31, 2020 and for the three and nine month periods ended September 30, 2021 and 2020 include the accounts of Opendoor, its wholly owned subsidiaries and VIEs where the Company is the primary beneficiary. The accompanying unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. All significant intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements herein. Certain prior period amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period's presentation.

As a result of the Business Combination completed on December 18, 2020, prior period share and per share amounts presented in the accompanying condensed consolidated financial statements and these related notes have been retroactively converted. See “Note 2— Business Combination” for additional information.

The accompanying interim condensed consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (“Annual Report”) filed on March 4, 2021.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ materially from such estimates. Significant estimates, assumptions and judgments made by management include, among others, the determination of the fair value of common stock, share-based awards, warrants, derivatives, convertible senior notes, and inventory impairment (“real estate inventory valuation adjustment”). Management believes that the estimates and judgments upon which they rely are reasonable based upon information available to them at the time that these estimates and judgments are made. To the extent that there are material differences between these estimates and actual results, the Company’s financial statements will be affected. The COVID-19 pandemic introduced significant additional uncertainties with respect to estimates, judgments and assumptions, which may materially impact these estimates.

Significant Risks and Uncertainties

The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, the Company believes that changes in any of the following areas could have a significant negative effect on the Company in terms of its future financial position, results of operations or cash flows: public health crises, like the COVID-19 pandemic; its rates of revenue growth; its ability to manage inventory; engagement and usage of its products; the effectiveness of its investment of resources to pursue strategies; competition in its market; the stability of the residential real estate market; the impact of interest rate changes on demand and its costs; changes in technology, products, markets or services by the Company or its competitors; the addition or loss of significant customers; its ability to maintain or establish relationships with listings and data providers; its ability to obtain or maintain licenses and permits to support its current and future businesses; actual or anticipated changes to its products and services; changes in government regulation affecting its business; the outcomes of legal proceedings; natural disasters and catastrophic events; scaling and adaptation of existing technology and network infrastructure; its management of its growth; its ability to attract and retain qualified employees and key personnel; its ability to successfully integrate and realize the benefits of its past or future strategic acquisitions or investments; the protection of customers’ information and other privacy concerns; the protection of its brand and intellectual property; and intellectual property infringement and other claims, among other things.

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, investments in marketable securities, and mortgage loans held for sale pledged under agreements to repurchase (“MLHFS”). The Company places cash and cash equivalents and investments with major financial institutions, which management assesses to be of high credit quality, in order to limit exposure of the Company’s investments.

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Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

Similarly, the Company’s credit risk on mortgage loans held for sale is mitigated due to a large number of customers. Further, the Company’s credit risk on mortgage loans held for sale is mitigated by the fact that the Company typically sells mortgages on the secondary market within a relatively short period of time after which the Company’s exposure is limited to borrower defaults within the initial few months of the mortgage.

The Company’s significant accounting policies are discussed in “Part II – Item 8 – Financial Statements and Supplementary Data – Note 1. Description of Business and Accounting Policies” in the Annual Report. There have been no changes to these significant accounting policies for the nine month period ended September 30, 2021, except as noted below.

Marketable Securities

The Company's investments in marketable securities consist of debt securities classified as available-for-sale as well as marketable equity securities. The Company's available-for-sale debt securities are measured at fair value with unrealized gains and losses included in Accumulated other comprehensive income (loss) in shareholder's equity and realized gains and losses included in Other income. The Company's marketable equity securities are measured at fair value with changes in fair value recognized in Other income. See “Note 4 — Cash, Cash Equivalents, and Investments” for further discussion.

Convertible Senior Notes

The 0.25% convertible senior notes due in 2026 (the "2026 Notes") issued by the Company are accounted for wholly as debt in accordance with ASU 2020-06. The 2026 Notes have an initial carrying value equal to the net proceeds from issuance. Issuance costs associated with the 2026 Notes are amortized over the term using the effective interest method. Conversions are settled through payment of cash or a combination of cash and stock, at the Company's option. Upon conversion, the carrying amount of the 2026 Notes, including any unamortized debt issuance costs, is reduced by cash paid, with any difference being reflected as a change in equity. There will not be any gains or losses recognized upon a conversion.

Capped Calls

The Company purchased certain capped calls in connection with the issuance of the 2026 Notes in August 2021 which it expects to reduce potential dilution from conversions of the 2026 Notes. The capped calls were determined to be freestanding financial instruments that meet the criteria for classification in equity; as such, the capped calls were recorded as a reduction of Additional paid-in capital within shareholders' equity and will not be subsequently remeasured.

Derivative Instruments

The Company’s derivative instruments are comprised of interest rate caps, interest rate lock commitments (“IRLCs”), and embedded conversion options related to the convertible notes issued in 2019 (the "2019 Convertible Notes"). The Company’s derivative instruments are freestanding in nature and some are utilized as economic hedges. These derivative instruments are recorded at fair value with changes recognized as a gain or loss to operations. Beginning in 2021, the Company changed the fair value classification of IRLCs from Level 2 to Level 3 as the Company began to adjust observable input data for the estimated pull-through rate, a Company specific input that is unobservable to market participants. See “Note 5 — Derivative Instruments” and "Note 8 — Fair Value Disclosures" for further discussion.

Non-marketable Equity Securities

The Company's non-marketable equity securities are strategic investments in a privately held company. Non-marketable equity securities are investments that do not have a readily determinable fair value, which are measured at cost minus impairment, if any, adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer (the “Measurement Alternative”). All gains and losses on these investments, realized and unrealized, are recorded in Other income-net on the Company's condensed consolidated statements of operations. The Company assesses whether an impairment loss on its non-marketable equity securities has occurred due to declines in fair value or other

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OPENDOOR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

market conditions. If any impairment is identified for non-marketable equity securities, the Company writes down the investment to its fair value.

Impairment of Long-Lived Assets

Long-lived assets, such as property and equipment and definite-lived intangible assets, among other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. Impairment loss of $0.7 million and $4.2 million was recognized for the three and nine months ended September 30, 2021, respectively. Of these amounts, $0.7 million and $3.2 million are included in Technology and development for the three and nine months ended September 30, 2021, respectively, and $0.0 million and $1.0 million are included in General and administrative for the three and nine months ended September 30, 2021, respectively. There was no impairment loss recognized for the three months ended September 30, 2020 while impairment loss of $1.8 million was recognized for the nine months ended September 30, 2020. Of this amount, $0.9 million is included in Technology and development and $0.9 million is included in General and administrative. The impairment loss recognized for the three and nine months ended September 30, 2021 is related to abandonment of property and equipment, impairment and abandonment of certain internally developed software projects, and sublease of certain right of use assets.

Public and Sponsor Warrants

On April 30, 2020, SCH consummated its initial public offering of 41,400,000 units, consisting of one share of Class A common stock and one third of one warrant exercisable for Class A common stock, at a price of $10.00 per unit. Each whole warrant entitled the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, SCH completed the private sale of 6,133,333 warrants to SCH’s sponsor at a price of $1.50 per warrant (the “Sponsor Warrants”). Each Sponsor Warrant allowed the sponsor to purchase one share of Class A common stock at $11.50 per share.

The Sponsor Warrants and shares of common stock issuable upon the exercise of Sponsor Warrants were not able to be transferred, assigned, or sold until 30 days after the completion of a Business Combination. Additionally, the Sponsor Warrants were eligible for cash and cashless exercises, at the holder’s option, and were redeemable only if the reference value, as defined in the Warrant Agreement, was less than $18.00 per share. If the Sponsor Warrants were held by someone other than the sponsors and certain permitted transferees, the Sponsor Warrants would have been redeemable and exercisable on the same basis as the Public Warrants.

The Company evaluated the Public and Sponsor Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity, and concluded that the Sponsor Warrants do not meet the criteria to be classified in shareholders’ equity. Specifically, the exercise and settlement features for the Sponsor Warrants precluded them from being considered indexed to the Company’s own stock, given that a change in the holder of the Sponsor Warrants may alter the settlement of the Sponsor Warrants. Since the holder of the instrument is not an input to a standard option pricing model (a consideration with respect to the indexation guidance), the fact that a change in the holder could impact the value of the Sponsor Warrants means the Sponsor Warrants were not indexed to the Company’s own stock. Since the Sponsor Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the consummation of the Business Combination, with subsequent changes in their respective fair values recognized in the condensed consolidated statement of operations at each reporting period. The Company concluded that the Public Warrants, which do not have the same exercise and settlement features as the Sponsor Warrants, meet the criteria to be classified in shareholders' equity.

On June 9, 2021, the Company filed a notice of redemption of all outstanding Public Warrants and Sponsor Warrants. The end of the redemption period was July 9, 2021, at which time the Company redeemed all unexercised warrants at a price of $0.10 per Warrant.

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Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

Recently Issued Accounting Standards

Recently Adopted Accounting Standards

In August 2020, the FASB issued ASU 2020-06, to simplify accounting for certain financial instruments. This guidance eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. The standard also amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The Company adopted this ASU as of January 1, 2021 using the modified retrospective method. The adoption of this ASU did not have a material impact to the Company’s condensed consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04 which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Inter- Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. This guidance is optional for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. This guidance is effective from March 12, 2020 through December 31, 2022. Entities may elect to adopt the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The Company may elect to take advantage of this optional guidance in its transition away from LIBOR within certain debt contracts. The Company is currently evaluating the impact of adopting this guidance on the Company's financial position, results of operations or cash flows.

2.BUSINESS COMBINATION

Opendoor Labs Inc. entered into a merger agreement (the “Merger Agreement”) with Social Capital Hedosophia Holdings Corp. II, (“SCH”) on September 15, 2020. Pursuant to the Merger Agreement, Hestia Merger Sub Inc., a newly formed subsidiary of SCH (“Merger Sub”), merged with and into Opendoor Labs Inc. Upon the completion of the transactions contemplated by the terms of the Merger Agreement (the “Closing”) on December 18, 2020, the separate corporate existence of Merger Sub ceased and Opendoor Labs Inc. survived the merger and became a wholly owned subsidiary of SCH. On December 18, 2020, SCH also filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SCH was domesticated as a Delaware corporation, changing its name from “Social Capital Hedosophia Holdings Corp. II” to “Opendoor Technologies Inc.” These transactions are collectively referred to as the “Business Combination.”

The Business Combination was accounted for as a reverse recapitalization whereby SCH was determined as the accounting acquiree and Opendoor Labs Inc. as the accounting acquirer. This accounting treatment is equivalent to Opendoor Labs Inc. issuing stock for the net assets of SCH, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination are those of Opendoor Labs Inc. At the Closing, the Company received consideration of $376.6 million in cash as a result of the reverse recapitalization.

In connection with the Business Combination, SCH entered into subscription agreements with certain investors, whereby it issued 60,005,000 shares of common stock at $10.00 per share (“PIPE Shares”) for an aggregate purchase price of $600.1 million (“PIPE Investment”), which closed simultaneously with the consummation of the Business Combination. Upon the Closing, the PIPE Shares were automatically converted into shares of the Company's common stock on a one-for-one basis.

Upon the Closing, holders of Opendoor Labs Inc. common stock received shares of Opendoor Technologies common stock in an amount determined by application of the exchange ratio of 1.618 (“Exchange Ratio”), which was based on Opendoor Labs Inc.’s implied price per share prior to the Business Combination. For periods prior to the Business Combination, the reported share and per share amounts have been retroactively converted (“Retroactive Conversion”) by applying the Exchange Ratio.

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Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

In connection with the Business Combination, the Company incurred approximately $43.6 million of equity issuance costs, consisting of underwriting, legal, and other professional fees, which are recorded to additional paid-in capital as a reduction of proceeds.

Other Acquisitions

On September 3, 2021, the Company acquired 100% of the outstanding equity of Services Labs, Inc., including its consolidated subsidiaries (“Pro.com”), in exchange for $21.8 million in cash consideration. The Company acquired Pro.com, a construction project platform, for its technology and talent. Acquired intangible assets consist of developed technology valued at $4.2 million which will be amortized over one year.

3.REAL ESTATE INVENTORY

The following table presents the components of inventory, net of applicable real estate inventory valuation adjustments, as of the dates presented (in thousands):


	September 30, 2021		December 31, 2020
Work-in-process	$	2,759,984	$	183,004
Finished goods	3,508,097		282,932
Total real estate inventory	$	6,268,081	$	465,936

4.CASH, CASH EQUIVALENTS, AND INVESTMENTS

The amortized cost, gross unrealized gains and losses, and fair value of cash, cash equivalents, and marketable securities as of September 30, 2021 and December 31, 2020, are as follows (in thousands):


	September 30, 2021
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	83,893	$	—	$	—	$	83,893	$	83,893	$	—
Money market funds	974,657		—		—		974,657		974,657		—
Time deposit	300,225		—		—		300,225		300,225		—

Corporate debt securities	205,805		17		(120)		205,702		—		205,702

Mutual fund	200,264		—		—		200,264		—		200,264
Equity securities	61,013		—		—		61,013		—		61,013
Asset-backed securities	4,907		—		(1)		4,906		—		4,906
Certificates of deposit	4,750		—		—		4,750		—		4,750
Sovereign bonds	4,418		—		(2)		4,416		—		4,416

Total	$	1,839,932	$	17	$	(123)	$	1,839,826	$	1,358,775	$	481,051

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Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)


	December 31, 2020
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	709,924	$	—	$	—	$	709,924	$	709,924	$	—
Money market funds	618,197		—		—		618,197		618,197		—
Commercial paper	81,037		1		—		81,038		81,038		—
Corporate debt securities	29,891		26		(2)		29,915		3,506		26,409
Asset-backed securities	12,518		19		(4)		12,533		—		12,533
U.S. agency securities	6,993		2		—		6,995		—		6,995
U.S. Treasury securities	1,700		—		—		1,700		—		1,700
Total	$	1,460,260	$	48	$	(6)	$	1,460,302	$	1,412,665	$	47,637

A summary of debt securities with unrealized losses aggregated by period of continuous unrealized loss is as follows (in thousands):


	Less than 12 Months				12 Months or Greater				Total
September 30, 2021	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

Corporate debt securities	$	174,669	$	(120)	$	—	$	—	$	174,669	$	(120)
Asset-backed securities	4,906		(1)		—		—		4,906		(1)
Certificate of deposit	4,750		—		—		—		4,750		—
Sovereign bonds	4,416		(2)		—		—		4,416		(2)
Total	$	188,741	$	(123)	$	—	$	—	$	188,741	$	(123)


	Less than 12 Months				12 Months or Greater				Total
December 31, 2020	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Commercial paper	$	19,296	$	—	$	—	$	—	$	19,296	$	—
Corporate debt securities	7,538		(2)		—		—		7,538		(2)
Asset-backed securities	4,611		(4)		—		—		4,611		(4)
Total	$	31,445	$	(6)	$	—	$	—	$	31,445	$	(6)

The scheduled contractual maturities of marketable securities as of September 30, 2021 are as follows (in thousands):


September 30, 2021	Fair Value		Within 1 Year		After 1 Year through 5 Years

Corporate debt securities	$	205,702	$	58,452	$	147,250
Asset-backed securities	4,906		2,044		2,862
Certificate of deposit	4,750		4,750		—
Sovereign bonds	4,416		4,416		—


Total	$	219,774	$	69,662	$	150,112

As of September 30, 2021, the Company had $5.1 million of non-marketable equity securities without a readily determinable fair value, measured using the Measurement Alternative. The Company did not record any adjustments to the carrying value of its non-marketable equity securities. As of December 31, 2020, the Company had no non-marketable equity securities without a readily determinable fair value.

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OPENDOOR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

5.DERIVATIVE INSTRUMENTS

The Company uses certain types of derivative instruments in the normal course of business and the Company’s use of derivatives includes interest rate caps to manage interest rate risk, IRLCs with respect to our MLHFS, and embedded conversion options with respect to the Company’s 2019 Convertible Notes. Derivative transactions can be measured in terms of notional amount, but this amount is not recorded on the balance sheet and is not, when viewed in isolation, a meaningful measure of the risk profile of the instruments. The notional amount is generally not exchanged, but is used only as the basis on which interest and other payments are determined.

Interest Rate Caps

The Company uses free-standing derivative instruments in the normal course of business as economic hedges to manage interest rate risks with respect to its variable senior credit facilities. The interest rate caps were carried at fair value in Other current assets with changes in fair value included in Other income. The Company’s interest rate cap position expired in November 2020.

Interest Rate Lock Commitments

In originating mortgage loans, the Company enters into IRLCs with prospective borrowers which are freestanding derivative instruments. IRLCs are a commitment that binds the Company, subject to loan underwriting and approval process, to fund the loan at a specified interest rate, regardless of fluctuations in the market interest rates between commitment date and funding date. The interest rate risk associated with the fluctuations in market interest rates between commitment date and funding date with respect to IRLCs is mitigated as the Company operates under the best effort basis whereby at the time of commitment, the Company enters into a sales commitment with a third-party for the same prospective loan. The fair value of interest rate lock commitments is presented in Other current assets. The change in fair value on IRLCs is a component of Other revenue.

Embedded Conversion Options

The Company bifurcated the embedded conversion features associated with the 2019 Convertible Notes. The 2019 Convertible Notes and the related bifurcated embedded conversion options were extinguished in September 2020. Prior to extinguishment, the embedded conversion options were measured at fair value and were presented in Derivative and warrant liabilities. The change in fair value of the embedded conversion options is a component of Derivative and warrant fair value adjustment.

The following table presents the total notional amounts and fair values for the Company’s derivatives (in thousands):


	Notional Amount		Fair Value Derivatives
September 30, 2021			Asset		Liability
Interest rate lock commitments	$	34,146	$	616	$	—


	Notional Amount		Fair Value Derivatives
December 31, 2020			Asset		Liability
Interest rate lock commitments	$	15,130	$	373	$	—

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OPENDOOR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

The following table presents the net gains and losses recognized on derivatives within the respective line items in the statement of operations for the periods indicated (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenue	$	(195)	$	222	$	243	$	753
Derivative and warrant fair value adjustment	$	—	$	(23,317)	$	—	$	(23,317)
Other income, net	$	—	$	—	$	—	$	(4)

6.VARIABLE INTEREST ENTITIES

The Company utilizes VIEs in the normal course of business to support the Company’s financing needs. The Company determines whether the Company is the primary beneficiary of a VIE at the time it becomes involved with the VIE and reconsiders that conclusion on an on-going basis.

The Company established certain special purpose entities (“SPEs”) for the purpose of financing the Company’s purchase and renovation of real estate inventory through the issuance of asset-backed debt. The Company is the primary beneficiary of the various VIEs within these financing structures and consolidates these VIEs. The Company is determined to be the primary beneficiary based on its power to direct the activities that most significantly impact the economic outcomes of the SPEs through its role in designing the SPEs and managing the real estate inventory they purchase and sell. The Company has a potentially significant variable interest in the entities based upon the equity interest the Company holds in the VIEs.

The following table summarizes the assets and liabilities related to the VIEs consolidated by the Company as of September 30, 2021 and December 31, 2020 (in thousands):


	September 30, 2021		December 31, 2020
Assets
Cash and cash equivalents	$	11,567	$	15,849
Restricted cash	475,305		81,408
Real estate inventory	6,131,362		460,680
Other(1)	141,938		6,729
Total assets	$	6,760,172	$	564,666
Liabilities
Non-recourse asset-backed debt	$	5,417,801	$	474,640
Other(2)	75,547		3,394
Total liabilities	$	5,493,348	$	478,034

________________

(1)Includes escrow receivable and other current assets.

(2)Includes accounts payable and other accrued liabilities and interest payable.

The creditors of the VIEs generally do not have recourse to the Company’s general credit solely by virtue of being creditors of the VIEs, with the exception of limited guarantees provided by an Opendoor subsidiary for credit facilities. See “Note 7 — Credit Facilities and Long-Term Debt” for further discussion of the recourse obligations with respect to the VIEs.

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OPENDOOR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

7.CREDIT FACILITIES AND LONG-TERM DEBT

The following tables summarize certain details related to the Company's credit facilities and long-term debt as of September 30, 2021 and December 31, 2020 (in thousands, except interest rates):


			Outstanding Amount
September 30, 2021	Borrowing Capacity		Current		Non-Current		Weighted Average Interest Rate		End of Revolving / Withdrawal Period	Final Maturity Date
Non-Recourse Asset-Backed Debt:
Asset-Backed Senior Credit Facilities
Revolving Facility 2018-2	$	1,000,000	$	999,206	$	—	2.84	%	September 23, 2022	December 23, 2022
Revolving Facility 2018-3	750,000		650,000		—		2.47	%	May 26, 2024	May 26, 2024
Revolving Facility 2019-1	900,000		632,366		—		2.84	%	June 30, 2023	June 30, 2023
Revolving Facility 2019-2	1,030,000		1,028,206		—		2.55	%	July 8, 2023	July 8, 2023
Revolving Facility 2019-3	925,000		627,938		—		3.25	%	August 22, 2022	August 21, 2023
Revolving Facility 2021-1	125,000		112,096		—		2.15	%	October 31, 2022	October 31, 2022
Term Debt Facility 2021-S1	400,000		—		250,000		3.48	%	April 1, 2024	April 1, 2025
Term Debt Facility 2021-S2	600,000		—		500,000		3.20	%	September 10, 2024	September 10, 2025
Total	$	5,730,000	$	4,049,812	$	750,000
Issuance Costs					(3,234)
Carrying Value					$	746,766

Asset-Backed Mezzanine Term Debt Facilities
Term Debt Facility 2016-M1	$	324,000	$	—	$	324,000	10.00	%	October 31, 2023	March 31, 2025
Term Debt Facility 2020-M1	300,000		—		300,000		10.00	%	January 23, 2023	January 23, 2026
Total	$	624,000	$	—	$	624,000
Issuance Costs					(2,777)
Carrying Value					$	621,223

Total Non-Recourse Asset-Backed Debt	$	6,354,000	$	4,049,812	$	1,367,989

Recourse Debt - Other Secured Borrowings:
Mortgage Financing
Repo Facility 2019-R1	$	100,000	$	19,728	$	—	1.84	%	May 26, 2022	May 26, 2022
Total Recourse Debt	$	100,000	$	19,728	$	—

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OPENDOOR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)


	Outstanding Amount
December 31, 2020	Current		Non-Current		Weighted Average Interest Rate
Non-Recourse Asset-Backed Debt:
Asset-Backed Senior Credit Facilities
Revolving Facility 2018-1	$	—	$	—	4.28	%
Revolving Facility 2018-2	—		—		4.36	%
Revolving Facility 2018-3	25,385		—		4.19	%
Revolving Facility 2019-1	32,535		—		3.58	%
Revolving Facility 2019-2	230,352		—		3.08	%
Revolving Facility 2019-3	50,901		—		3.60	%



Total	$	339,173	$	—

Asset-Backed Mezzanine Term Debt Facilities
Term Debt Facility 2016-M1	$	—	$	40,000	10.00	%
Term Debt Facility 2020-M1	—		100,000		10.00	%
Total	$	—	$	140,000
Issuance Costs			(4,533)
Carrying Value			$	135,467

Total Non-Recourse Asset-Backed Debt	$	339,173	$	135,467

Recourse Debt - Other Secured Borrowings:
Mortgage Financing
Repo Facility 2019-R1	$	7,149	$	—	1.94	%
Total Recourse Debt	$	7,149	$	—

Non-Recourse Asset-backed Debt

The Company utilizes inventory financing facilities consisting of asset-backed senior credit facilities and asset-backed mezzanine term debt facilities to provide financing for the Company’s real estate inventory purchases and renovation. The credit facilities are secured by the assets and equity of one or more SPEs. Each SPE is a consolidated subsidiary of Opendoor and a separate legal entity. Neither the assets nor credit of any such SPE are generally available to satisfy the debts and other obligations of any other Opendoor entities, except to the extent other Opendoor entities are also a party to the financing arrangements. These facilities are non-recourse to Opendoor and, with limited exceptions, non-recourse to other Opendoor subsidiaries. These SPEs are variable interest entities and Opendoor is determined to be the primary beneficiary based on its power to direct the activities that most significantly impact the economic outcomes of the entities through its role in designing the entities and managing the real estate inventory purchased and sold by the entities. The Company has potentially significant variable interest in the entities based upon the equity interest the Company holds in the VIEs.

Asset-backed Senior Credit Facilities

The Company classifies the senior revolving credit facilities as current liabilities on the Company’s condensed consolidated balance sheets as amounts drawn to acquire and renovate homes are required to be repaid as the related real estate inventory is sold, which the Company expects to occur within 12 months. The Company classifies its senior term debt facilities as long-term liabilities on the Company's condensed consolidated balance sheets because its borrowings under these facilities are generally not required to be repaid until the final maturity date.

Undrawn borrowing capacity amounts under the senior credit facilities as reflected in the table above are in some cases not fully committed and any borrowings above the fully committed amounts are subject to the applicable lender’s discretion. As of September 30, 2021, the Company had fully committed borrowing capacity with respect to the Company’s senior credit facilities of $3,837.4 million. The total outstanding amount presented above includes $4,049.8 million of current liabilities and $750.0 million of non-current liabilities; the carrying value of the non-current liabilities is reduced by issuance costs of $3.2 million. Outstanding amounts drawn under each senior credit facility are required to be repaid on the facility maturity date

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Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

or earlier if accelerated due to an event of default or other mandatory repayment event. The final maturity dates and revolving/withdrawal period end dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. These facilities may also have extensions subject to lender discretion that are not reflected in the table above.

These borrowings are collateralized by cash, equity in the real estate owning SPEs, and the real estate inventory funded by the relevant facility. The lenders have legal recourse only to the real estate-owning SPE borrowers, certain SPE guarantors, and the assets securing the debt, and do not have general recourse to the Company.

The senior revolving credit facilities are typically structured with an initial 24 month revolving period during which time amounts can be borrowed, repaid and borrowed again. The borrowing capacity is generally available until the end of the applicable revolving period as reflected in the table above.

Borrowings under the senior revolving credit facilities accrue interest at a rate based on a LIBOR reference rate plus a margin that varies by facility. The Company may also pay fees on certain unused portions of the committed borrowing capacity, as defined in the respective credit agreements. The Company’s senior revolving credit facility arrangements typically include upfront fees that may be paid at execution of the applicable agreements or be earned at execution and payable over time. These facilities are generally fully prepayable at any time without penalty other than customary LIBOR breakage costs.

The senior revolving credit facilities have aggregated borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility and the time that those properties are in the Company’s possession. When the Company resells a home, the proceeds are used to reduce the outstanding balance under the related senior revolving credit facility. The borrowing base for a given facility may be reduced as properties age beyond certain thresholds and any borrowing base deficiencies may be satisfied through contributions of additional properties or partial repayment of the facility.

The senior term debt facilities are typically structured with an initial 36 month withdrawal period during which the outstanding principal amounts are generally not required to be repaid when homes financed through those facilities are sold and instead are intended to remain outstanding until final maturity for each facility. Borrowings under the senior term debt facility accrue interest at a fixed rate. The Company's senior term debt facilities may include upfront issuance costs that are capitalized as part of the facilities' respective carrying values. These facilities are fully prepayable at any time but may be subject to certain customary prepayment penalties.

The senior term debt facilities have aggregated property borrowing bases, which increase or decrease based on the cost and the value of the properties financed under the facilities, how long the Company has possessed such properties and the amount of cash collateral pledged by the SPE borrowers. The borrowing bases for the facilities may be reduced as properties age beyond certain thresholds and any borrowing base deficiencies may be satisfied through contributions of additional properties, cash or through partial repayment of the facilities.

Asset-backed Mezzanine Term Debt Facilities

The Company classifies its mezzanine term debt facilities as long-term liabilities on the Company’s condensed consolidated balance sheets because its borrowings under these facilities are generally not required to be repaid until the applicable final maturity date. These facilities are structurally and contractually subordinated to the related senior revolving credit facilities.

As of September 30, 2021, there were no undrawn amounts under the mezzanine term debt facilities. Any amounts repaid reduce total borrowing capacity as repaid amounts are not available to be reborrowed. The final maturity dates as reflected in the table above are inclusive of any extensions at the sole discretion of the Company. The Company’s mezzanine term debt facilities may also have extensions subject to lender discretion that are not reflected in the table above. See Note 18 — Subsequent Events” for further information regarding the amendment of the Company's asset-backed mezzanine term debt facilities.

Borrowings under a given term debt facility accrue interest at a fixed rate. The Company’s mezzanine term debt facility arrangements may include upfront issuance costs that are capitalized as part of the facilities’ respective carrying values. These facilities are fully prepayable at any time but may be subject to certain prepayment penalties.

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Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

These borrowings are collateralized by cash and equity in certain holding companies that own the Company’s real estate owning SPEs. The lenders generally have legal recourse only to the applicable borrowers of the debt and their assets securing the debt and do not have recourse to Opendoor and, with limited exceptions, do not have recourse to other Opendoor subsidiaries.

The mezzanine term debt facilities have aggregated property borrowing bases, which increase or decrease based on the cost and the value of the properties financed under a given facility and time in the Company’s possession of those properties and the amount of cash collateral pledged by the relevant SPE borrower. The borrowing base for a given facility may be reduced as properties age beyond certain thresholds and any borrowing base deficiencies may be satisfied through contributions of additional properties or cash or through partial repayment of the facility.

Covenants

The Company’s inventory financing facilities include customary representations and warranties, covenants and events of default. Financed properties are subject to customary eligibility criteria and concentration limits.

The terms of these inventory financing facilities and related financing documents require Opendoor to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth or leverage (ratio of debt to equity). As of September 30, 2021, the Company was in compliance with all financial covenants and no event of default had occurred.

Mortgage Financing

To provide capital for Opendoor Home Loans, the Company utilizes a master repurchase agreement (the “Repurchase Agreement”) which is classified as a current liability on its condensed consolidated balance sheets. In March 2019, the Company entered into the Repurchase Agreement with a lender to provide short-term funding for mortgage loans originated by Opendoor Home Loans. The facility provides short-term financing between the issuance of a mortgage loan and when Opendoor Home Loans sells the loan to an investor. In accordance with the Repurchase Agreement, the lender agrees to pay Opendoor Home Loans a negotiated purchase price for eligible loans and Opendoor Home Loans simultaneously agrees to repurchase such loans from the lender within a specified timeframe and at an agreed upon price that includes interest. Opendoor Labs Inc. is the guarantor with respect to the Repurchase Agreement and the obligation to repurchase loans previously transferred under the arrangement for the benefit of the lender.

As of September 30, 2021, the Repurchase Agreement has a borrowing capacity of $100.0 million, of which $20.0 million is fully committed. The Repurchase Agreement includes customary representations and warranties, covenants and provisions regarding events of default. As of September 30, 2021, $20.6 million in mortgage loans were financed under the facility, and Opendoor was in compliance with all financial covenants and no event of default had occurred.

Transactions under the Repurchase Agreement bear interest at a rate based on one-month LIBOR plus an applicable margin, as defined in the Repurchase Agreement, and are secured by residential mortgage loans available for sale. The Repurchase Agreement contains margin call provisions that provide the lender with certain rights in the event of a decline in the market value of the assets purchased under the Repurchase Agreement. The Repurchase Agreement is recourse to Opendoor Labs Inc.

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OPENDOOR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

Convertible Senior Notes

In August 2021, the Company issued the 2026 Notes in an aggregate principal amount of $977.5 million. The tables below summarizes certain details related to the 2026 Notes (in thousands, except interest rates):


September 30, 2021	Aggregate Principal Amount		Unamortized Debt Issuance Costs		Net Carrying Amount
2026 Notes	$	977,500	$	(25,085)	$	952,415


September 30, 2021	Maturity Date	Stated Cash Interest Rate		Effective Interest Rate		Semi-Annual Interest Payment Dates	Conversion Rate	Conversion Price
2026 Notes	August 15, 2026	0.25	%	0.77	%	February 15; August 15	51.9926	$	19.23

The 2026 Notes will be convertible at the option of the holders before February 15, 2026 only upon the occurrence of certain events. Beginning on August 20, 2024, the Company has the option to redeem the 2026 Notes upon meeting certain conditions related to price of the Company's common stock. Beginning on February 15, 2026 and until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2026 Notes are convertible at any time at election of each holder. The conversion rate and conversion price are subject to customary adjustments under certain circumstances. In addition, if certain corporate events that constitute a make-whole fundamental change occur, then the conversion rate will be adjusted in accordance with the make-whole table within the Indenture. Upon conversion, the Company may satisfy its conversion obligation by paying cash or providing a combination of cash and the Company's common stock, at the Company's election, based on the applicable conversion rate.

For the three and nine months ended September 30, 2021, total interest expense on the Company's convertible senior notes were $694 thousand, with coupon interest of $278 thousand and amortization of debt issuance costs of $416 thousand.

Capped Calls

In August 2021, in connection with the issuance of the 2026 Notes, the Company purchased capped calls (the "Capped Calls") from certain financial institutions at a cost of $118.8 million. The Capped Calls cover, subject to customary adjustments, the number of shares of the Company's common stock underlying the 2026 Notes. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event of a conversion of the 2026 Notes settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the 2026 Notes its common stock price exceeds the conversion price. The Capped Calls have an initial strike price of $19.23 per share and an initial cap price of $29.59 per share or a cap price premium of 100%.

8.FAIR VALUE DISCLOSURES

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.

Following is a discussion of the fair value hierarchy and the valuation methodologies used for assets and liabilities recorded at fair value on a recurring and nonrecurring basis and for estimating fair value for financial instruments not recorded at fair value.

Fair Value Hierarchy

Fair value measurements of assets and liabilities are categorized based on the following hierarchy:

Level 1 — Fair value determined based on quoted prices in active markets for identical assets or liabilities.

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Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

Level 2 — Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means.

Level 3 — Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques.

Estimation of Fair Value

The following table summarizes the fair value measurement methodologies, including significant inputs and assumptions, and classification of the Company’s assets and liabilities.

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OPENDOOR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

Asset/Liability Class

Valuation Methodology, Inputs and

Assumptions

Classification

Cash and cash equivalents

Carrying value is a reasonable estimate of fair value based on short-term nature of the instruments.

Estimated fair value classified as Level 1.

Restricted cash

Carrying value is a reasonable estimate of fair value based on short-term nature of the instruments.

Estimated fair value classified as Level 1.

Marketable securities

Debt securities

Prices obtained from third-party vendors that compile prices from various sources and often apply matrix pricing for similar securities when no price is observable.

Level 2 recurring fair value measurement.

Mutual fund

Price is quoted given the security is traded on an exchange.

Level 1 recurring fair value measurement.

Equity securities

Price is quoted given the securities traded on an exchange

Level 1 recurring fair value measurement.

Mortgage loans held for sale pledged under agreements to repurchase

Fair value is estimated based on observable market data including quoted market prices, deal price quotes, and sale commitments.

Level 2 recurring fair value measurement.

Other current assets

Interest rate lock commitments

Fair value of the underlying loan based on observable quoted market prices in the secondary market and sale commitments, with adjustments for the estimated pull-through rate.

Level 2 recurring fair value measurement for fair value based on observable inputs. Level 3 recurring fair value measurement for fair value with unobservable inputs.

Other assets

Non-marketable equity securities

Fair value is estimated using the observable transaction price.

Level 2 non-recurring fair value measurement for fair value based on transaction price.

Non-recourse asset-backed debt

Credit facilities

Fair value is estimated using discounted cash flows based on current lending rates for similar credit facilities with similar terms and remaining time to maturity.

Carried at amortized cost.

Estimated fair value classified as Level 2.

Other secured borrowings

Loans sold under agreements to repurchase

Fair value is estimated using discounted cash flows based on current lending rates for similar asset-backed debt with similar terms and remaining time to maturity.

Carried at amortized cost.

Estimated fair value classified as Level 2.

Convertible senior notes

Fair value is estimated using broker quotes and other observable market inputs.

Carried at amortized cost.
Estimated fair value classified as Level 2.

Warrant liabilities

Sponsor Warrants

Fair value is estimated using the price of the Public Warrants or their settlement value.

Level 2 recurring fair value measurement.

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OPENDOOR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The following tables present the levels of the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis (in thousands).


September 30, 2021	Balance at Fair Value		Level 1		Level 2		Level 3
Marketable securities:

Corporate debt securities	$	205,702	$	—	$	205,702	$	—
Mutual fund	200,264		200,264		—		—
Equity securities	61,013		61,013		—		—

Asset-backed securities	4,906		—		4,906		—
Certificates of deposit	4,750		—		4,750		—
Sovereign bonds	4,416		—		4,416		—


Mortgage loans held for sale pledged under agreements to repurchase	22,858		—		22,858		—
Other current assets:
Interest rate lock commitments	616				—		616
Total assets	$	504,525	$	261,277	$	242,632	$	616


December 31, 2020	Balance at Fair Value		Level 1		Level 2		Level 3
Marketable securities:
Corporate debt securities	$	26,409	$	—	$	26,409	$	—
Asset-backed securities	12,533		—		12,533		—
U.S. agency securities	6,995		—		6,995		—
U.S. Treasury securities	1,700		—		1,700		—
Mortgage loans held for sale pledged under agreements to repurchase	7,529		—		7,529		—
Other current assets:
Interest rate lock commitments	373				373
Total assets	$	55,539	$	—	$	55,539	$	—
Warrant liabilities:
Sponsor Warrants	47,349		—		$	47,349	—
Total liabilities	$	47,349	$	—	$	47,349	$	—

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OPENDOOR TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

Fair Value of Financial Instruments

The following presents the carrying value, estimated fair value and the levels of the fair value hierarchy for the Company’s financial instruments other than assets and liabilities measured at fair value on a recurring basis (in thousands).


	September 30, 2021
	Carrying Value		Fair Value		Level 1		Level 2
Assets:
Cash and cash equivalents	$	1,358,775	$	1,358,775	$	1,358,775	$	—
Restricted cash	484,476		484,476		484,476		—
Other assets:
Non-marketable equity securities	5,100		5,100		—		5,100
Liabilities:
Non-recourse asset-backed debt	$	5,417,802	$	5,423,812	$	—	$	5,423,812
Other secured borrowings	19,728		19,728		—		19,728
Convertible senior notes	952,415		1,226,332		—		1,226,332


	December 31, 2020
	Carrying Value		Fair Value		Level 1		Level 2
Assets:
Cash and cash equivalents	$	1,412,665	$	1,412,665	$	1,412,665	$	—
Restricted cash	92,863		92,863		92,863		—
Liabilities:
Credit facilities and other secured borrowings	$	481,789	$	486,322	$	—	$	486,322

The following tables show a reconciliation from the opening balances to the closing balances for Level 3 Fair values for the three and nine months ended September 30, 2021 and 2020 (in thousands):


	Warrants		Embedded Conversion Option		Interest rate lock commitments
Balance as of June 30, 2021	$	—	$	—	$	811



Additions	—		—		1,524
Origination/Terminations	—		—		(2,080)
Net change in fair value	—		—		361
Balance as of September 30, 2021	$	—	$	—	$	616

Balance as of December 31, 2020	—		—		$	—



Additions	—		—		3,872
Origination/Terminations	—		—		(3,747)
Net change in fair value	—		—		491
Balance as of September 30, 2021	$	—	$	—	$	616

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Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)


	Warrants		Embedded Conversion Option		Interest rate lock commitments
Balance as of June 30, 2020	$	5,428	$	41,697	$	—

Settlement of convertible senior notes	—		(65,014)		—



Net change in fair value	1,012		23,317		—
Balance as of September 30, 2020	$	6,440	$	—	$	—

Balance as of December 31, 2019	4,538		41,697		$	—

Settlement of convertible senior notes	—		(65,014)		—



Net change in fair value	1,902		23,317		—
Balance as of September 30, 2020	$	6,440	$	—	$	—

9.PROPERTY AND EQUIPMENT

Property and equipment as of September 30, 2021 and December 31, 2020, consisted of the following (in thousands):


	September 30, 2021		December 31, 2020
Internally developed software	$	62,599	$	47,823
Computers	9,588		5,511
Security systems	6,791		681
Furniture and fixtures	2,817		3,279
Software implementation costs	2,304		1,680
Leasehold improvements	1,978		2,456
Office equipment	2,113		2,056
Total	88,190		63,486
Accumulated depreciation and amortization	(49,869)		(34,258)
Property and equipment – net	$	38,321	$	29,228

Depreciation and amortization expense of $7.2 million and $18.9 million was recorded for the three and nine months ended September 30, 2021, respectively. Depreciation and amortization expense of $6.1 million and $17.0 million was recorded for the three and nine months ended September 30, 2020, respectively.

10.GOODWILL AND INTANGIBLE ASSETS

For the nine months ended September 30, 2021 the carrying amount of goodwill increased by $16.2 million due to the acquisition of Pro.com. For further information on the acquisition, see “Note 2 — Business Combinations”. There were no additions to goodwill for the twelve months ended December 31, 2020. No impairment of goodwill was identified for the three and nine months ended September 30, 2021 and 2020.

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Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

Intangible assets subject to amortization consisted of the following as of September 30, 2021 and December 31, 2020, respectively (in thousands, except years):


September 30, 2021	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Remaining Weighted Average Useful Life (Years)
Developed technology	7,911		(3,357)		4,554		0.9
Customer relationships	$	7,400	$	(3,597)	$	3,803	2.9
Trademarks	5,400		(2,417)		2,983		2.9
Non-competition agreements	100		(100)		—		0
Intangible assets – net	$	20,811	$	(9,471)	$	11,340


December 31, 2020	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Remaining Weighted Average Useful Life (Years)
Customer relationships	$	7,400	$	(2,622)	$	4,778	3.7
Trademarks	5,400		(1,652)		3,748		3.7
Developed technology	2,921		(2,921)		—		0
Non-competition agreements	100		(100)		—		0
Intangible assets – net	$	15,821	$	(7,295)	$	8,526

The Company also has domain name intangible assets, which are not subject to amortization, with a carrying amount of $0.2 million as of both September 30, 2021 and December 31, 2020, respectively.

Amortization expense for intangible assets was $1.0 million and $2.2 million for the three and nine months ended September 30, 2021, respectively. Amortization expense for intangible assets was $0.9 million and $3.1 million for the three and nine months ended September 30, 2020, respectively.

As of September 30, 2021, expected amortization of intangible assets is as follows:


Fiscal Years	(In thousands)
Remainder of 2021	$	1,838
2022	5,616
2023	2,320
2024	1,566
Total	$	11,340

11.SHAREHOLDERS’ EQUITY

On February 9, 2021, the Company completed an underwritten public offering (the “February 2021 Offering”) in which the Company sold 32,817,421 shares of its common stock at a public offering price of $27.00 per share, including the exercise in full by the underwriters of their option to purchase up to 4,280,533 additional shares of common stock, which was completed on February 11, 2021. The Company received aggregate net proceeds from the February 2021 Offering of approximately $859.5 million after deducting underwriting discounts and commissions and offering expenses payable by the Company upon closing. The February 2021 Offering satisfied the liquidity event vesting condition of certain restricted stock units ("RSUs"). For further information on the RSUs, see “Note 12 — Share-Based Awards”.

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Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

12.SHARE-BASED AWARDS

Stock options and RSUs

Option awards are generally granted with an exercise price equal to the fair value of the Company’s common stock at the date of grant. Options are exercisable over a maximum term of 10 years from the date of grant and generally vest over a period of four years. Incentive stock options granted to a 10% shareholder are exercisable over a maximum term of five years from the date of grant.

A summary of the stock option activity for the nine months ended September 30, 2021, is as follows:


	Number of Options (in thousands)	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Balance-December 31, 2020	24,158	$	1.91	5.4	$	502,767
Granted	150	15.00
Exercised	(6,791)	1.68
Forfeited	(774)	3.84
Expired	(3)	3.02
Balance-September 30, 2021	16,740	$	2.05	4.8	$	309,327
Exercisable-September 30, 2021	14,386	$	1.70	4.4	$	270,848

RSUs typically vest upon a service-based requirement, generally over a four year period. Prior to 2021, certain awards also had a performance condition to vesting, which was satisfied upon completion of the February 2021 Offering and triggered the recognition of compensation expense for certain RSUs for which the time-based vesting condition had been satisfied or partially satisfied. Subsequent to the February 2021 Offering, these RSUs are only subject to time-based vesting conditions. .

A summary of the RSU activity for the nine months ended September 30, 2021, is as follows:


	Number of RSUs (in thousands)	Weighted- Average Grant-Date Fair Value
Unvested and outstanding-December 31, 2020	46,525	$	10.88
Granted	29,830	20.44
Vested	(17,712)	7.09
Forfeited	(2,239)	8.69
Unvested and outstanding-September 30, 2021	56,404	$	17.63

Restricted Shares

The Company has granted Restricted Shares to certain continuing employees, primarily in connection with acquisitions. The Restricted Shares vest upon satisfaction of a service condition, which generally ranges from three to four years.

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Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

A summary of the Restricted Shares activity for the nine months ended September 30, 2021 is as follows:


	Number of Restricted Shares (in thousands)	Average Grant-Date Fair Value
Unvested-December 31, 2020	2,148	$	3.74
Granted	—	—
Vested	(932)	3.58
Unvested-September 30, 2021	1,216	$	3.86

Stock-based compensation expense

Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. The following table summarizes total stock-based compensation expense by function as presented in the condensed consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020, as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
General and administrative	$	52,289	$	1,531	$	405,032	$	5,117
Sales, marketing and operations	1,807		240		10,077		996
Technology and development	7,915		751		49,950		3,049
Total stock-based compensation expense	$	62,011	$	2,522	$	465,059	$	9,162

During the nine months ended September 30, 2021, the Company issued market condition RSUs to certain executives with a grant-date fair value of $22.4 million, which will be recognized over a requisite service period ranging from six months to three years. There were no market condition RSUs granted in the three months ended September 30, 2021. The Company recognized $20.0 million and $270.9 million of compensation expense during the three and nine months ended September 30, 2021, respectively, related to all market condition awards outstanding. In June 2021, the market condition for two market condition awards was satisfied, which resulted in the accelerated recognition of $2.2 million of stock-based compensation expense in the nine months ended September 30, 2021. During the three months ended September 30, 2021, no market condition awards satisfied their market condition.

As of September 30, 2021, there was $632.4 million of unamortized stock-based compensation costs related to unvested RSUs, stock options, and Restricted Shares. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately three years.

Valuation of options

The Black-Scholes Model used to value stock options incorporates the following assumptions:


	2021
Fair value	$	15.00
Volatility	73		%
Risk-free rate	1.09		%
Expected life (in years)	7
Expected dividend	$	—

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Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

Fair Value of Common Stock

Prior to the Company's common stock becoming publicly traded, the fair value of the common stock underlying the stock option awards was determined by the board of directors. Given the absence of a public trading market, the board of directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting at which awards were approved. These factors included, but were not limited to (i) contemporaneous third-party valuations of common stock; (ii) the rights, preferences and privileges of convertible preferred stock relative to common stock; (iii) the lack of marketability of common stock; (iv) stage and development of the Company’s business; (v) general economic conditions and (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale, given prevailing market conditions.

Volatility

Prior to the Company's common stock becoming publicly traded, the expected stock price volatilities were estimated based on the historical and implied volatilities of comparable publicly traded companies as the Company did not have sufficient history of trading its common stock. Subsequent to the Company's stock becoming publicly traded, the expected stock price volatilities were determined based on the volatilities implied by the price of he Company's publicly traded call options in its common stock.

Risk-Free Interest Rate

The risk-free interest rates are based on U.S. Treasury yields in effect at the grant date for notes with comparable terms as the awards.

Expected Life

The expected term of options granted to employees is determined using the simplified method, which allows the Company to estimate the expected life as the midpoint between the vesting period and the contractual term, as the Company's historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term.

Dividend Yield

The expected dividend yield assumption is based on the Company’s current expectations about its anticipated dividend policy.

Valuation of RSUs and Restricted Stock

Prior to the Business Combination, given the absence of a public trading market, the Company’s board of directors considered numerous objective and subjective factors to determine the fair value of common stock at each meeting at which awards were approved. These factors include, but were not limited to, (i) contemporaneous valuations of common stock performed by an independent valuation specialist; (ii) developments in the Company’s business and stage of development; the Company’s operational and financial performance and condition; (iii) issuances of preferred stock and the rights and preferences of preferred stock relative to common stock; (iv) current condition of capital markets and the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company; and (v) and the lack of marketability of the Company’s common stock. For financial reporting purposes, the Company considers the amount of time between the valuation date and the grant date to determine whether to use the latest common stock valuation or a straight-line interpolation between the two valuation dates. The determination includes an evaluation of whether the subsequent valuation indicates that any significant change in valuation had occurred between the previous valuation and the grant date.

13.WARRANTS

Public and Sponsor Warrants

Prior to the Business Combination, SCH issued 6,133,333 Sponsor Warrants and 13,800,000 Public Warrants (collectively “Warrants”). Upon Closing, the Company assumed the Warrants. Each whole warrant entitles the holder to purchase one share

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Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The Warrants are exercisable at any time commencing the later of a) 30 days after the completion of the Business Combination and b) 12 months from the date of the closing of the SCH’s initial public offering on April 30, 2020, and terminating five years after the Business Combination.

Once the Public Warrants become exercisable, the Company may redeem the outstanding warrants, in whole and not in part, upon a minimum of 30 days’ prior written notice of redemption (“Redemption Period”). There are two scenarios in which the Company may redeem the Warrants. For purposes of the redemption scenarios, “Reference Value” shall mean the last reported sales price of the Company’s common stock for any twenty trading days within the thirty trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.

The Company may redeem the outstanding Warrants for cash at a price of $0.01 per warrant if the Reference Value equals or exceeds $18.00 per share. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the Redemption Period at $11.50 per share. The Sponsor Warrants are exempt from redemption if the Reference Value is at or above $18.00 and the Sponsor Warrants continue to be held by the original warrant holder (“Sponsor") or a permitted transferee.

The Company may redeem the outstanding Warrants at a price of $0.10 per warrant if the Reference Value equals or exceeds $10.00 per share. If the Reference Value is less than $18.00, the Sponsor Warrants must also be concurrently called for redemption with the Public Warrants. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the Redemption Period on a cashless basis. The cashless exercise entitles the warrant holders to receive a set number of shares based on the redemption date and the redemption fair value as defined in the warrant agreement.

In connection with the Business Combination, on January 12, 2021, the Company filed a Registration Statement on Form S-1. This Registration Statement relates to the issuance of an aggregate of up to 19,933,333 shares of common stock issuable upon the exercise of its publicly-traded warrants. On July 9, 2021, the Company completed the redemption of all of its outstanding Public and Sponsor Warrants to purchase shares of the Company's common stock, par value $0.0001 per share, that were issued under the Warrant Agreement, dated April 27, 2020. Of the 13,799,947 Public Warrants that were outstanding as of the time of the Business Combination, 874,739 were exercised for cash at an exercise price of $11.50 per share of Common Stock and 12,521,776 were exercised on a cashless basis in exchange for an aggregate of 4,452,659 shares of Common Stock. In addition, of the 6,133,333 Sponsor Warrants that were outstanding as of the date of the Business Combination, 1,073,333 were exercised for cash at an exercise price of $11.50 per share of Common Stock and 5,060,000 were exercised on a cashless basis in exchange for an aggregate of 1,799,336 shares of Common Stock. Total cash proceeds to the Company generated from exercises of the Warrants were $22.4 million. In connection with the redemption, the Public Warrants stopped trading on the Nasdaq Global Select Market on July 9, 2021.

The Company recorded a decrease to the Derivative and warrant fair value adjustment of $(3.5) million and $(12.2) million for the change in fair value of the Sponsor Warrants for the three and nine months ended September 30, 2021, respectively.

Warrants to Purchase Series D Preferred Stock

On June 12, 2018, the Company issued warrants to purchase 485,262 shares of Series D Preferred Stock at a price of $0.006 (“Penny Warrants”). On November 12, 2020, the Penny Warrants were exercised and the Company issued 485,262 shares of Series D Preferred Stock in exchange for proceeds of $3.0 thousand. As of September 30, 2021, there were no Penny Warrants outstanding.

Commitment to Issue Warrants

In June 2018, the Company entered into a commitment to issue warrants (“Warrant Commitment”). The Warrant Commitment obligates the Company to issue warrants on an annual basis until 2025 (“Issuance Date”). The Warrant Commitment and the Company’s obligation to issue warrants was terminated upon the consummation of the Business Combination through notice provided by the Company and acknowledged by the counterparty.

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Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

On each Warrant Commitment Issuance date in June 2019 and June 2020, the Company issued warrants to purchase 121,356 shares and 242,713 shares of Series E Preferred Stock at a price of $5.92 per share (“Series E Warrants”). On November 7, 2020 the Series E Warrants were exercised and the Company issued 364,069 shares of Series E in exchange for proceeds of $2.2 million. As of September 30, 2021, there were no Series E Warrants or Warrant Commitments outstanding.

The Penny Warrants, the Warrant Commitment, and the Series E Warrants have been determined to be liabilities under ASC 480 as the underlying preferred shares have certain liquidation preferences in the event of a deemed liquidation. For the Penny Warrants, the Warrant Commitment, and the Series E Warrants, the Company recorded no warrant fair value adjustments for the three and nine months ended September 30, 2021 and an increase to the warrant fair value adjustments of $1.0 million and $1.9 million for the three and nine months ended September 30, 2020, respectively.

14.INCOME TAXES

The Company’s provision for income taxes has not been historically significant to the business as the Company has incurred operating losses to date. Due to projected and actual losses in the current and prior years, the Company believes that based on the weight of available evidence, it is more likely than not that all of the deferred tax assets will not be realized and recorded a full valuation allowance on its net deferred tax assets as of September 30, 2021 and December 31, 2020.

The Company’s provision for income taxes, which was primarily composed of state tax expense, was $0.3 million and $0.6 million for the three and nine months ended September 30, 2021, respectively, with an effective tax rate of (0.58)% and (0.17)%, respectively. The Company's provision for income taxes was $0.03 million and $0.23 million for the three and nine months ended September 30, 2020, respectively, with an effective tax rate of (0.04)% and (0.12)%, respectively. The effective tax rate differs from the U.S. statutory tax rate primarily due to the recording of a full valuation allowance against the net deferred tax assets.

15.RELATED PARTIES

In 2018, an executive early exercised their option to purchase 1,479,459 shares of unvested common stock at a price per share of $1.01 by issuing a promissory note to the Company for a total price of $1.5 million with an interest rate of 2.31% per annum. On June 29, 2021, the outstanding balance under the promissory note of $1.6 million was repaid in full.

The Warrant Commitment and the subsequent Series E Warrants were issued to a counterparty that has an equity interest in the Company and a seat on the Company’s board of directors. The board member has significant influence with respect to the counterparty to the Warrant Commitment. The issuance of the Warrant Commitment and Series E Warrants was in exchange for on-going advisory services that the counterparty provided to the Company. See “Note 13 — Warrants” for further information.

16.NET LOSS PER SHARE

Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. No dividends were declared or paid for the three and nine months ended September 30, 2021 or 2020.

For applicable periods, the Company uses the two-class method to calculate net loss per share and apply the more dilutive of the two-class method, treasury stock method or if-converted method to calculate diluted net loss per share. Undistributed earnings for each period are allocated to participating securities, including the Preferred Stock for applicable periods, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. As there is no contractual obligation for the Preferred Stock to share in losses, the Company’s basic net loss per share is computed by dividing the net loss attributable to common shareholders by the weighted-average shares of common stock outstanding during periods with undistributed losses.

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Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common shareholders for the three and nine months ended September 30, 2021 and 2020 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Basic and diluted net loss per share:
Numerator:



Net loss attributable to common shareholders – basic and diluted	$	(56,819)	$	(80,853)	$	(471,060)	$	(198,968)
Denominator:
Weighted average shares outstanding – basic and diluted	603,389		89,070		585,854		85,907
Basic and diluted net loss per share	$	(0.09)	$	(0.91)	$	(0.80)	$	(2.32)

There were no preferred dividends declared or accumulated for the period.

The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in thousands):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2021	2020	2021	2020
Common Stock Warrants	—	3,370	—	3,370
Series D Preferred Stock Warrants	—	485	—	485
Series E Preferred Stock Warrants	—	363	—	363
RSUs	56,404	31,804	56,404	31,804
Options	16,740	30,288	16,740	30,288
Unvested Shares from Early Exercise	9	74	9	74
Restricted Shares	1,216	2,458	1,216	2,458
Redeemable convertible preferred stock	—	314,424	—	314,424
Total anti-dilutive securities	74,369	383,266	74,369	383,266

17.COMMITMENTS AND CONTINGENCIES

Interest Rate Lock Commitments

The Company entered into interest rate lock commitments with prospective borrowers whereby the Company commits to lend a certain loan amount under specific terms and interest rate to the borrower. These commitments are treated as derivatives and are carried at fair value. See “Note 5 — Derivative Instruments” for more information.

Purchase Commitments

As of September 30, 2021, the Company was in contract to purchase 6,231 homes for an aggregate purchase price of $2,259.9 million.

Lease Commitments

During the nine months ended September 30, 2021, the Company did not enter into any material new leases, lease renewals, or lease modifications. On September 25, 2020, the Company exercised an option to early terminate the San Francisco headquarters lease, effective September 30, 2021. In September 2020, the Company did not anticipate returning to the San Francisco space, so the Company accelerated amortization of the right-of-use asset and incurred and paid early

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Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands, except share and per share amounts, ratios, or as noted)

(Unaudited)

termination fees. In January 2021, the Company terminated the San Francisco lease prior to the anticipated termination date of September 30, 2021, which resulted in a $5.2 million gain recognized in the condensed consolidated statements of operations for the nine months ended September 30, 2021.

Legal Matters

From time to time, the Company may be subject to potential liability relating to the ownership and operations of the Company’s properties. Accruals are recorded when the outcome is probable and can be reasonably estimated.

There are various claims and lawsuits arising in the normal course of business pending against the Company, some of which seek damages and other relief which, if granted, may require future cash expenditures. In addition, from time to time the Company receives inquiries and audit requests from various government agencies and fully cooperates with these requests. The Company does not believe that it is reasonably possible that the resolution of these matters would result in any liability that would materially affect the Company’s condensed consolidated results of operations or financial condition except as noted below.

On December 23, 2020, the Federal Trade Commission (“FTC”) notified the Company that they intend to recommend that the agency pursue an enforcement action against the Company and certain of its officers, if the Company is unable to reach a negotiated settlement acceptable to all parties. This notice is related to an initial FTC civil investigative demand sent to the Company in August 2019 seeking documents and information relating primarily to statements in Opendoor’s advertising and website comparing selling homes to Opendoor with selling homes in a traditional manner using an agent and relating to statements that Opendoor’s offers reflect or are based on market prices. The Company is engaged in settlement negotiations with the FTC and has accrued an immaterial amount for this matter. Any settlement could result in material monetary remedies and/or compliance requirements that could have a materially adverse impact on its financial results. The Company cannot make an estimate of the possible loss or range of loss incremental to the amount accrued, if any, resulting from negotiations with the FTC at this time.

18.SUBSEQUENT EVENTS

On October 1, 2021, a subsidiary of the Company entered into an amended and restated mezzanine term debt facility, with $3.0 billion in borrowing capacity, of which $2.3 billion is committed, and a final maturity date of April 1, 2026. This non-recourse facility refinances the previously outstanding mezzanine term debt facilities on substantially similar economic terms. As a result of this facility and an incremental $895.0 million in borrowing capacity from other recent amendments to existing senior credit facilities , the Company has an aggregate borrowing capacity of $9.6 billion and fully committed borrowing capacity of $6.7 billion for its non-recourse asset-backed debt facilities.

On November 3, 2021, the Company paid $12.5 million in cash to acquire RedDoor, a digital-first mortgage brokerage operating in California. The Company is in the process of finalizing the accounting for the acquisition.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

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

The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read together with the historical condensed consolidated financial statements and related notes that appear in this Quarterly Report on Form 10-Q.

This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of this Quarterly Report on Form 10-Q, and in “Part I - Item 1A. Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”).

Overview

Opendoor’s mission is to empower everyone with the freedom to move and make it possible to buy, sell and move at the tap of a button. We are transforming what has historically been a complex, uncertain, time-consuming and mostly offline process into a simple, online experience. Since our inception in 2014, we have built scalable pricing capabilities, technology-enabled centralized operations, and a suite of digital-first consumer products. These investments have enabled us to help customers buy or sell homes in over 120,000 transactions and expand our footprint to 44 markets across the country. Most importantly, we have grown rapidly while delighting our customers with an experience that brings simplicity, certainty and speed to the home selling and buying process.

Financial Highlights

During the three months ended September 30, 2021, compared to the three months ended September 30, 2020:

•Revenue increased by $1.9 billion to $2.3 billion

•Homes sold increased by 4,756 to 5,988

•Gross profit increased by $166.7 million to $202.5 million; gross margin decreased from 10.6% to 8.9%

•Net loss decreased by $24.0 million to $(56.8) million

•Adjusted Net Loss decreased by $19.2 million to $(17.3) million

•Contribution Profit increased by $149.7 million to $169.7 million; Contribution Margin increased from 5.9% to 7.5%

•Adjusted EBITDA increased by $55.5 million to $34.5 million; Adjusted EBITDA Margin increased from (6.2)% to 1.5%

During the three months ended September 30, 2021:

•Expanded to 44 markets with 5 new market launches

•Grew inventory to $6.3 billion, representing 17,164 homes

•Issued $977.5 million aggregate principal amount of 0.25% convertible senior notes due in 2026

Business Impact of COVID-19

In response to the COVID-19 pandemic and the consequent health risks, we substantially ceased purchasing additional homes in March 2020 to safeguard the health and safety of our customers and employees. In addition to pausing new acquisitions, we sold down homes in inventory at a healthy pace, leading to a low point in inventory of $152 million as of September 30, 2020 compared to $1,312 million as of December 31, 2019. As our revenues are dependent on inventory levels available for sale, we experienced sequential, quarter-over-quarter declines in revenue in the second, third and fourth quarters of 2020. After retooling certain operational processes to enable “contactless” transactions, we resumed making offers to purchase homes in select markets in May 2020 and resumed operations across all of our markets by the end of August 2020. We have been actively rebuilding our inventory since August 2020, exceeded pre-COVID-19 inventory levels in Q2 2021, and ended the third quarter of 2021 with $6,268.1 million in inventory. Likewise, we returned to sequential revenue growth in the first three

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

quarters of 2021 and we expect this trend to continue in the fourth quarter of 2021. See “— Components of Our Results of Operations — Revenue.”

Our Business Model

Revenue and margin model

We acquire homes directly from individual sellers and resell those homes to buyers, including both individual consumers and institutional investors. Upon acquiring a home, we typically make necessary renovations and repairs before listing it for sale on our website, our mobile app, Multiple Listing Services (“MLS”) and other online real estate portals. Our average hold period for homes purchased since January 2020, from acquisition to resale, ranged from 70 to 100 days and varied by market. Home sales comprise the vast majority of our revenues today, but we expect increasing contribution from adjacent services as we grow our existing services and add new services over time.

To achieve our long-term margin objectives, we must both maintain pricing accuracy as the business expands and increase customer adoption of our newer services, such as Buy with Opendoor and Opendoor Home Loans. We also plan to achieve operating leverage by growing our revenue at a faster pace than our fixed cost base, which includes general and administrative as well as technology and development expenses. Given the size of the opportunity in front of us, we plan to invest aggressively in the near term and appropriately balance trade-offs between growth and margin as we scale.

Offers

We generate demand for our services through organic awareness and word-of-mouth, paid media spend, and partnership channels such as our relationships with homebuilders and online portals. Home sellers can visit our website or mobile app and answer a few questions about their home’s condition, features and upgrades. For eligible homes, customers receive a preliminary offer, which can be refreshed at any time through their personalized seller dashboard. The vast majority of our preliminary offers are algorithmically generated and require minimal human intervention.

In order to finalize our offer, we conduct a free assessment to confirm all of the home details and leverage human expertise to identify any repairs that may need to be performed. We have developed purpose-built software to guide home assessment workflows and collect over 100 unique data points regarding a home’s condition and quality, which we incorporate as structured data into our underlying pricing models. Once completed, we finalize our offer, taking into consideration any necessary repairs, and produce the purchase agreement for the seller. Our objective is to provide a transparent and competitive cash offer, which we believe instills trust in our potential customers. Our business model is designed to generate margins primarily from our service charge to sellers, as well as adjacent products and services associated with a transaction.

We closely track the number of potential sellers who accept the Opendoor offer versus listing their home on the MLS. This conversion rate is an important measure of the strength of our value proposition and driver of future growth.

Home acquisition and renovation

Once a seller has received and accepted our final purchase offer, we enable the seller to close the transaction on a flexible timeline. This is a particularly important feature to sellers, as their home sale can accommodate other life events (including the purchase of their next home) and further differentiates our service from a traditional sale. Depending on the condition of the home, we leverage our vetted contractor network within each market to complete required repairs and upgrades. Our repair scopes are focused on high-return investments and ensuring the home is in market-ready condition. We continuously refine and adjust our repair strategies based on our operating experience in markets and reviewing neighborhood-level resale outcomes.

Home resale

Post-renovation, we market our homes across a wide variety of channels to generate buyer awareness and demand. These include the Opendoor website and mobile app, local MLS and syndication across real estate portals. We also generate buyer awareness through Opendoor signage for listed properties. Efficiently turning our inventory, inclusive of repairing, listing, and

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

reselling the home, is important to our financial performance, as we bear holding costs (including utilities, property taxes and insurance) and financing costs during our ownership period.

As part of the listing and marketing process, we determine an appropriate pricing strategy for each home. Our proprietary pricing engine helps automate many of these steps, including relevant adjustments over time. We measure our inventory performance compared to local market trends, and our pricing models can incorporate granular, relative demand signals to optimize pricing and sell-through across the portfolio. Our resale models, in conjunction with our pricing team, aim to maximize resale margin while maintaining appropriate transaction velocity and overall inventory health.

When we receive an acceptable offer on a given home, we enter into a resale contract. Buyers will then typically conduct an inspection on the property, finalize their mortgage application process and ultimately take possession of the home upon closing of the transaction.

Factors Affecting our Business Performance

Market Penetration in Existing Markets

Residential real estate is one of the largest consumer markets, with approximately $1.9 trillion of home value transacted annually. Given we operate in a highly fragmented industry and offer a differentiated value proposition to the incumbent agent-led transaction, we believe there is significant opportunity to expand our share in our existing cities. By providing a consistent, high-quality and differentiated experience to our customers, we hope to continue to drive positive word-of-mouth, awareness and trust in our platform. We believe this creates a virtuous cycle, whereby more home sellers will request an offer from Opendoor, allowing us to deepen our market penetration.

Expansion into New Markets

Since our inception in 2014, we have expanded into 44 markets as of September 30, 2021. The following table represents the number of markets as of the periods presented:


	September 30,	June 30,	March 31,	Year Ended December 31,
(in whole numbers)	2021	2021	2021	2020	2019	2018
Number of markets (at period end)	44	39	27	21	21	18

After launching 12 markets in 2018, we focused on centralizing our operations platform in 2019 for long-term scalability. We launched three additional markets in 2019 and did not launch any markets in 2020, primarily due to COVID-19. We planned to double the markets we serve by the end of 2021 and have achieved that goal, having launched 23 new markets in the first nine months of the year. We believe our centralized systems allow for a higher velocity and lower cost market launch process. For example, we are generally able to launch a market with only a small field team focused on home renovation oversight, with all other key functions managed centrally, including marketing, customer sales and support and pricing.

We view the first year of a market launch as an investment period during which we refine our pricing models, renovation strategies and cost structure. Historically, we have seen Contribution Margin for purchase cohorts in new markets reach positive, steady-state levels approximately one year after initial launch. The significant number of new market launches in 2018 contributed to our lower Contribution Margin in 2019; as those same markets matured, we were able to improve Contribution Margin performance in 2020.

We are making substantial investments to support our market launches in 2021, which will impact both Contribution Margin and Adjusted EBITDA as these new markets mature.

Adjacent Services

We believe home sellers and buyers value simplicity and convenience. To that end, we are building an online, integrated suite of home services, which currently include title insurance and escrow services, Buy with Opendoor, and Opendoor Home Loans. We believe that vertically integrating services that are adjacent to the core real estate transaction will allow us to deliver a superior, seamless experience to the consumer. Our success with title insurance services helps validate our view that

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OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

customers prefer an online, integrated experience. We expect that these adjacent services will also be accretive to our Contribution Margin.

We will continue to evaluate new ways to improve our end-to-end solution and expect to invest in additional adjacent products and services over time.

Unit economics

We view Contribution Margin and Contribution Margin after Interest as key measures of unit economic performance. Our long-term financial performance depends, in part, on continuing to expand unit margins through the following initiatives:

•Pricing engine optimization and enhancements, especially as we enter new markets and expand our reach in existing markets.

•Lowering platform costs through process refinement, greater automation and self-service, and more efficient forms of financing.

•Successful introduction of additional services that supplement the core transaction margin profile.

Seasonality

The residential real estate market is seasonal, with greater demand from home buyers in the spring and summer, and typically weaker demand in late fall and winter. We expect our financial results and working capital requirements to reflect seasonal variations over time, although our growth and market expansion have obscured the impact of seasonality in our historical financials and may continue to do so. That said, we generally expect stronger sequential revenue growth in the first quarter of the year versus the third and fourth quarters.

Risk management

We have invested significant time and resources into our pricing engine and inventory management systems. Our engineering, data science and pricing teams collectively focus on pricing accuracy for both home acquisition and disposition, as well as managing our inventory health across markets.

While residential real estate markets are subject to fluctuations, as with any market, we believe we are well-positioned to manage our inventory risk exposure due to the following:

•Our business model is based on transaction velocity and short-duration hold times, with our average days in possession typically ranging from 70 to 100 days for homes acquired since January 2020. We have historically concentrated our home purchases on the more liquid segments of the residential real estate market, thus limiting our duration risk. Moreover, residential real estate prices tend to move gradually relative to other asset classes, which meaningfully reduces our exposure to price fluctuations during our ownership period.

•Our pricing models and inventory management systems are designed to recalibrate to market signals on a daily basis. Accordingly, changing market conditions are reflected in our pricing for new acquisitions, leaving only previously-acquired inventory at risk to potential market volatility. In addition, we employ sophisticated resale pricing management systems that allow as to optimize sell-through and margin using real-time, local market demand information, including down to an individual home level. We believe that the quality and scale of information we utilize in our inventory management decisions, and our ability to manage these decisions across a scaled, diversified portfolio, provides us with a structural advantage over individual sellers or agents in the traditional home selling process.

•At any moment in time, a significant portion of our inventory is under resale contract; this means we have already found buyers for those homes and are in the process of closing the resale transactions. This further limits our exposure to the remaining homes in inventory.

•Our listed homes are not occupied and are in sale-ready condition given the repairs and renovations we perform. We believe that this increases the attractiveness and liquidity of our portfolio.

•Our operations across 44 markets and multiple price and home types allow us to benefit from significant diversification effects. Individual buyers and sellers or local operators are exposed to price and behavioral effects

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

that are associated with specific markets or home segments. Our scale and diverse coverage allow us to mitigate such exposures across a wider range of markets and home segments so that our overall risk per home decreases as we increase the breadth of markets, price points and home types across which we operate.

We will continue to make substantial investments in our pricing systems and risk management functions.

Inventory Financing

Our business model is working capital intensive and inventory financing is a key enabler of our growth. We rely on our access to non-recourse asset-backed debt, which consist of senior credit facilities and asset-backed mezzanine term debt facilities, to finance our home acquisitions. See “—Liquidity and Capital Resources — Debt and Financing Arrangements.”

Non-GAAP Financial Measures

In addition to our results of operations below, we report certain financial measures that are not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”).

These measures have limitations as analytical tools when assessing our operating performance and should not be considered in isolation or as a substitute for GAAP measures, including gross profit and net income. We may calculate or present our non-GAAP financial measures differently than other companies who report measures with similar titles and, as a result, the non-GAAP financial measures we report may not be comparable with those of companies in our industry or in other industries.

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 in our key markets. 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. These measures also exclude the impact of certain restructuring costs that are required under GAAP. 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 impairment in the current period, (2) inventory impairment in prior periods, and (3) restructuring in cost of revenue. Inventory impairment in the current period is calculated by adding back the inventory impairment charges recorded during the period on homes that remain in inventory at period end. Inventory impairment in prior periods is calculated by subtracting the inventory impairment charges 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.

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OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

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 (1) holding costs incurred in the current period on homes sold during the period, (2) holding costs incurred in prior periods on homes sold in the current period, and (3) direct selling costs incurred on homes sold during the current period. 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 senior credit 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 senior credit facilities are secured by our homes in inventory. For our senior revolving credit facilities, drawdowns are made on a per-home basis at the time of purchase and are required to be repaid at the time the homes are sold. See “— Liquidity and Capital Resources — Debt and Financing Arrangements.” We do not include interest expense associated with our mezzanine debt facilities in this calculation. We use a mix of debt and equity capital to finance our inventory and that mix will vary over time. In addition, we expect to continue to evolve our cost of financing as we include other debt sources beyond mezzanine capital. As such, we do not view our current mezzanine interest expense to be reflective of our long-term cost of financing. 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 senior cost of financing.

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OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

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 September 30,						Nine Months Ended September 30,
(in thousands, except percentages)	2021			2020			2021			2020
Gross profit (GAAP)	$	202,489		$	35,811		$	458,392		$	181,432
Gross Margin	8.9		%	10.6		%	10.9		%	7.8		%
Adjustments:
Inventory impairment – Current Period(1)	31,597			64			32,153			252
Inventory impairment – Prior Periods(2)	(307)			(2,803)			(54)			(10,540)
Restructuring in cost of revenue(3)	—			1			—			1,902
Adjusted Gross Profit	$	233,779		$	33,073		$	490,491		$	173,046
Adjusted Gross Margin	10.3		%	9.8		%	11.7		%	7.4		%
Adjustments:
Direct selling costs(4)	(51,902)			(8,909)			(96,055)			(67,685)
Holding costs on sales – Current Period(5)(6)	(6,777)			(1,011)			(19,349)			(15,276)
Holding costs on sales – Prior Periods(5)(7)	(5,371)			(3,140)			(1,650)			(11,419)
Contribution Profit	$	169,729		$	20,013		$	373,437		$	78,666
Contribution Margin	7.5		%	5.9		%	8.9		%	3.4		%
Adjustments:
Interest on homes sold – Current Period(8)(9)	(6,731)			(1,060)			(17,268)			(16,779)
Interest on homes sold – Prior Periods(8)(10)	(3,654)			(2,591)			(1,049)			(10,477)
Contribution Profit After Interest	$	159,344		$	16,362		$	355,120		$	51,410
Contribution Margin After Interest	7.0		%	4.8		%	8.5		%	2.2		%

________________

(1)Inventory impairment — Current Period is the inventory valuation adjustments recorded during the period presented associated with homes that remain in inventory at period end.

(2)Inventory impairment — Prior Periods is the inventory valuation adjustments recorded in prior periods associated with homes that sold in the period presented.

(3)Restructuring in cost of revenue consists mainly of severance and employee termination benefits that were recorded to cost of revenue due to a reduction in workforce in Q2 2020 following the outbreak of the COVID-19 pandemic.

(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, 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. See “— Liquidity and Capital Resources — Debt and Financing Arrangements.”

(9)Represents the interest expense under our senior credit facilities incurred on homes sold in the current period during the period.

(10)Represents the interest expense under our senior credit facilities incurred on homes sold in the current period during prior periods.

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OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

Adjusted Net Loss and Adjusted EBITDA

We also present Adjusted Net 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 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 impairment costs that were recorded in prior periods under GAAP and exclude, in connection with homes held in inventory at the end of the period, impairment costs 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 Loss

We calculate Adjusted Net Loss as GAAP net loss adjusted to exclude non-cash expenses of stock-based compensation, marketable equity securities fair value adjustment, derivative and warrant fair value adjustment, intangible amortization, and payroll tax on initial RSU release. It also excludes non-recurring restructuring charges, gain on lease termination, and convertible note payment-in-kind (“PIK”) interest and issuance discount amortization. Adjusted Net Loss also aligns the timing of impairment charges 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.

Adjusted EBITDA

We calculated Adjusted EBITDA as Adjusted Net 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.

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OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

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:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except percentages)	2021			2020			2021			2020
Net loss (GAAP)	$	(56,819)		$	(80,853)		$	(471,060)		$	(198,968)
Adjustments:
Stock-based compensation	62,011			2,523			465,059			9,162
Marketable equity securities fair value adjustment(1)	(51,013)			—			(51,013)			—
Derivative and warrant fair value adjustment(1)	(3,499)			24,329			(12,179)			25,219
Intangibles amortization expense(2)	1,005			986			2,176			3,134
Inventory impairment – Current Period(3)	31,597			64			32,153			252
Inventory impairment — Prior Periods(4)	(307)			(2,803)			(54)			(10,540)
Restructuring(5)	—			17,217			79			30,541
Convertible note PIK interest and discount amortization(6)	—			2,416			—			7,824

Gain on lease termination	—			—			(5,237)			—
Payroll tax on initial RSU release	—			—			5,124			—
Other(7)	(248)			(322)			(647)			(367)
Adjusted Net Loss	$	(17,273)		$	(36,443)		$	(35,599)		$	(133,743)
Adjustments:
Depreciation and amortization, excluding amortization of intangibles and right of use assets	8,417			6,115			24,745			17,011
Property financing(8)	37,582			5,236			56,846			32,010
Other interest expense(9)	5,968			4,724			13,529			17,559
Interest income(10)	(511)			(665)			(2,184)			(4,007)
Income tax expense	326			35			610			234
Adjusted EBITDA	$	34,509		$	(20,998)		$	57,947		$	(70,936)
Adjusted EBITDA Margin	1.5		%	(6.2)		%	1.4		%	(3.0)		%

________________

(1)Represents the gains and losses on our financial instruments, which are marked to fair value at the end of each period.

(2)Represents amortization of intangibles acquired in the OSN and Open Listings acquisitions which contribute to revenue generation and are recorded as part of purchase accounting. The acquired intangible assets have useful lives ranging from 2 to 5 years and amortization is expected until the intangible assets are fully amortized.

(3)Inventory impairment — Current Period is the inventory impairment charge recorded during the period presented associated with homes that remain in inventory at period end.

(4)Inventory impairment — Prior Periods is the inventory valuation adjustments recorded in prior periods associated with homes that sold in the period presented.

(5)Restructuring costs consist mainly of employee termination benefits, relocation packages and retention bonuses as well as costs related to the exiting of certain non-cancelable leases. In 2020, these costs related mainly to a reduction in workforce implemented in April 2020 as well as our exercise of the early termination option related to our San Francisco headquarters.

(6)Includes non-cash payment-in-kind (“PIK”) interest and amortization of the discount on the convertible notes issued from July through November 2019 (the “2019 Convertible Notes”). We exclude convertible note PIK interest and amortization from Adjusted Net Loss since these are non-cash in nature and were converted into equity in September 2020 when the Company entered into the Convertible Notes Exchange Agreement with the convertible note holders.

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OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

(7)Includes primarily gain or loss on disposal of fixed assets, gain or loss on interest rate lock commitments, gain or loss on the sale of available for sale securities, and sublease income.

(8)Includes interest expense on our asset-backed debt facilities.

(9)Includes amortization of debt issuance costs and loan origination fees, commitment fees, unused fees, other interest related costs on our asset-backed debt facilities, and interest expense incurred on the 2026 convertible senior notes outstanding.

(10)Consists mainly of interest earned on cash, cash equivalents and marketable securities.

Components of Our Results of Operations

Revenue

We generate revenue primarily from the sale of homes that we previously acquired from homeowners. In addition, we generate revenue from additional services we provide to both home sellers and buyers, which consists primarily of title insurance and escrow services, Buy with Opendoor and Opendoor Home Loans.

Home sales revenue from selling residential real estate is recognized when title to and possession of the property has transferred to the buyer and we have no continuing involvement with the property, which is generally the close of escrow. The amount of revenue recognized for each home sale is equal to the sale price of the home net of any concessions.

Cost of Revenue

Cost of revenue includes the property purchase price, acquisition costs, direct costs to renovate or repair the home and real estate inventory valuation adjustments, if any. These costs are accumulated in real estate inventory during the property holding period and charged to cost of revenue under the specific identification method when the property is sold. Additionally, for our revenue other than home sales revenue, cost of revenue consists of any costs incurred in delivering the service, including associated headcount expenses such as salaries, benefits and stock-based compensation.

Operating Expenses

Sales, Marketing and Operations Expense

Sales, marketing and operations expense consists primarily of resale broker commissions (paid to the home buyers’ real estate agents, if applicable), resale closing costs, holding costs related to real estate inventory including utilities, property taxes and maintenance, and expenses associated with product marketing, promotions and brand-building. Sales, marketing and operations expense also includes any headcount expenses in support of sales, marketing, and real estate operations such as salaries, benefits and stock-based compensation.

General and Administrative Expense

General and administrative expense consists primarily of headcount expenses, including salaries, benefits and stock-based compensation for our executive, finance, human resources, legal and administrative personnel, third-party professional services fees and rent expense.

We incurred a significant increase in stock-based compensation in the first half of 2021 as a result of certain performance-based awards and historical RSUs satisfying their liquidity event vesting conditions. The increase in stock-based compensation impacts each line item within Operating expenses. Stock-based compensation declined in the third quarter of 2021 given that a majority of the expense related to certain performance-based awards was recognized as of June 30, 2021. See “Part I – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 12. Share-based awards."

Technology and Development Expense

Technology and development expense consists primarily of headcount expenses, including salaries, benefits and stock-based compensation for employees in the design, development, testing, maintenance and operation of our mobile applications,

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websites, tools and applications that support our products. Technology and development expense also includes amortization of capitalized software development costs.

Derivative and Warrant Fair Value Adjustment

Derivative and warrant fair value adjustment consists of unrealized and realized gains and losses as a result of marking our warrants and embedded derivatives related to the 2019 Convertible Notes to fair value at the end of each reporting period and subsequent settlement through exercise of warrants and conversion of the 2019 Convertible Notes to equity.

Interest Expense

Interest expense consists primarily of interest paid or payable and the amortization of debt discounts and debt issuance costs. Interest expense varies period over period, primarily due to fluctuations in our inventory volumes and changes in LIBOR, which impact the interest incurred on our senior revolving credit facilities (see “— Liquidity and Capital Resources — Debt and Financing Arrangements”).

We expect our overall interest expense to increase as inventory increases. Subject to market conditions and cost of capital trade-offs, we will evaluate opportunities to expand our sources of financing over time, which may allow us to diversify our mix of financing sources to include more cost effective financing relative to our higher cost mezzanine term debt facilities.

Other Income — Net

Other income-net consists primarily of change in fair value of and dividend income from our investment in equity securities as well as interest income from our investment in debt securities.

Income Tax Expense

We record income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. We recognize the effect on deferred income taxes of a change in tax rates in income in the period that includes the enactment date.

We record a valuation allowance to reduce our deferred tax assets and liabilities to the net amount that we believe is more likely than not to be realized. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance.

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OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

Results of Operations

The following tables set forth our results of operations for each of the periods presented:


	Three Months Ended September 30,				Change in
(in thousands, except percentages)	2021		2020		$		%
Revenue	$	2,266,354	$	338,613	$	1,927,741	569	%
Cost of revenue	2,063,865		302,802		1,761,063		582	%
Gross profit	202,489		35,811		166,678		465	%
Operating expenses:
Sales, marketing and operations	153,496		27,336		126,160		462	%
General and administrative	90,105		40,168		49,937		124	%
Technology and development	27,295		13,184		14,111		107	%
Total operating expenses	270,896		80,688		190,208		236	%
Loss from operations	(68,407)		(44,877)		(23,530)		52	%
Derivative and warrant fair value adjustment	3,499		(24,329)		27,828		N/M

Interest expense	(43,550)		(12,376)		(31,174)		252	%
Other income-net	51,965		764		51,201		6702	%
Loss before income taxes	(56,493)		(80,818)		24,325		(30)	%
Income tax expense	(326)		(35)		(291)		831	%
Net loss	$	(56,819)	$	(80,853)	$	24,034	(30)	%

N/M - Not meaningful.


	Nine Months Ended September 30,				Change in
(in thousands, except percentages)	2021		2020		$		%
Revenue	$	4,199,014	$	2,334,235	$	1,864,779	80	%
Cost of revenue	3,740,622		2,152,803		1,587,819		74	%
Gross profit	458,392		181,432		276,960		153	%
Operating expenses:
Sales, marketing and operations	319,087		156,290		162,797		104	%
General and administrative	502,800		99,074		403,726		407	%
Technology and development	102,360		45,809		56,551		123	%
Total operating expenses	924,247		301,173		623,074		207	%
Loss from operations	(465,855)		(119,741)		(346,114)		289	%
Derivative and warrant fair value adjustment	12,179		(25,219)		37,398		N/M

Interest expense	(70,375)		(57,393)		(12,982)		23	%
Other income-net	53,601		3,619		49,982		1381	%
Loss before income taxes	(470,450)		(198,734)		(271,716)		137	%
Income tax expense	(610)		(234)		(376)		161	%
Net loss	$	(471,060)	$	(198,968)	$	(272,092)	137	%

N/M - Not meaningful.

Revenue

Revenue increased by $1,927.7 million, or 569%, for the three months ended September 30, 2021 compared to the three months ended September 30, 2020. The increase in revenue was primarily attributable to higher sales volumes, driven by our efforts to rebuild inventory, as well as higher average revenue per home. We sold 5,988 homes during the three months ended September 30, 2021, compared to 1,232 homes during the three months ended September 30, 2020, representing an increase of 386% and a revenue per home sold increase of 38% between periods. Average resale prices were positively impacted by home price appreciation, buybox expansion, and intracity mix.

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OPENDOOR TECHNOLOGIES INC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

Revenue increased by $1,864.8 million, or 80%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase in revenue was primarily attributable to higher sales volumes in the second and third quarters of 2021 compared to the corresponding quarters of 2020, as well as higher revenue per home. The higher sales volumes are a reflection of our efforts to rebuild inventory beginning in August 2020, following our temporary pause in home purchases at the start of the COVID-19 pandemic. See “— Business Impact of COVID-19”. We surpassed pre-COVID-19 inventory levels in the second quarter of 2021. We sold 11,931 homes during the nine months ended September 30, 2021, compared to 9,064 homes during the nine months ended September 30, 2020, representing an increase of 32%, while revenue per home sold increased 37% between periods. Average resale prices were positively impacted by home price appreciation and buybox expansion.

Cost of Revenue and Gross Profit

Cost of revenue increased by $1,761.1 million, or 582%, for the three months ended September 30, 2021 compared to the three months ended September 30, 2020. This increase was primarily attributable to higher sales volumes and a 40% increase in cost of revenue per home as a result of inventory mix, home price appreciation and buybox expansion. The increase in cost of revenue per home is consistent with the 38% increase in revenue per home.

Cost of revenue increased by $1,587.8 million, or 74%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. This increase in cost of revenue was primarily attributable to higher sales volumes and a 32%increase in cost of revenue per home as a result of inventory mix, home price appreciation and buybox expansion.

Gross margin decreased from 10.6% to 8.9% for the three months ended September 30, 2020 and September 30, 2021, respectively. The gross margin decrease was primarily due to the impact of $31.6 million of impairment recorded during the three months ended September 30, 2021 on homes that are in inventory as of September 30, 2021. The gross margin decrease was partially offset by improvements in repair and renovation efficiency. For the same periods, Adjusted Gross Margin improved from 9.8% to 10.3% and Contribution Margin increased from 5.9% to 7.5%, due to improvements in repair and renovation efficiency, as well as lower holding and selling costs. See “— Non-GAAP Financial Measures.”

Gross margin improved from 7.8% to 10.9% for the nine months ended September 30, 2020 and September 30, 2021, respectively. For the same periods, Adjusted Gross Margin improved from 7.4% to 11.7%. Gross margin improvement was primarily due to a combination of healthy inventory mix, home price appreciation and the effectiveness of our inventory resale systems. In addition, we saw improvements in repair and renovation efficiency. Contribution Margin increased from 3.4% to 8.9% for the same periods, due largely to a higher Adjusted Gross Margin as well as improvements in direct selling and holding costs. See “— Non-GAAP Financial Measures.

Operating Expenses

Sales, Marketing and Operations. Sales, marketing and operations increased by $126.2 million, or 462%, for the three months ended September 30, 2021 compared to the three months ended September 30, 2020. The increase was primarily attributable to a $29.4 million increase in advertising expense as we increased marketing to drive acquisition volumes in both existing and new markets. Resale transaction costs and broker commissions increased $43.0 million, consistent with the 386%% increase in the number of homes sold. Property holding costs increased by $30.4 million, consistent with increased inventory levels. Headcount expenses, including salaries, benefits and stock-based compensation, increased $13.1 million consistent with the increase in headcount.

Sales, marketing and operations increased by $162.8 million, or 104%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase was primarily attributable to a $75.3 million increase in advertising expense as we increased marketing to drive acquisition volumes in both existing and new markets launched in 2021, relative to the limited marketing spend in 2020 due to the onset of COVID-19. In addition, stock-based compensation increased $9.1 million reflecting both an increase in headcount as well as the recognition of stock-based compensation beginning in the first quarter of 2021 when the February 2021 Offering (as defined herein) satisfied the liquidity event vesting condition of certain RSUs. Resale transaction costs and broker commissions increased $28.7 million, consistent with the 32% increase in the number of homes sold. Property holding costs increased by $32.1 million consistent with increased inventory levels. Headcount expenses, including salaries and benefits increased $10.3 million consistent with the increase in headcount.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

General and Administrative. General and administrative increased by $49.9 million, or 124%, for the three months ended September 30, 2021 compared to the three months ended September 30, 2020. The increase was primarily attributable to $50.8 million of additional stock-based compensation from the commencement of expense recognition of certain performance awards following the consummation of the Business Combination (as defined herein) in December 2020 as well as the expense recognition of certain restricted stock units ("RSUs") upon the fulfillment of the liquidity event vesting condition satisfied by the February 2021 Offering.

General and administrative increased by $403.7 million, or 407%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase was primarily attributable to $399.9 million of additional stock-based compensation from the commencement of expense recognition of certain performance awards following the consummation of the Business Combination in December 2020 as well as the expense recognition of certain RSUs upon the fulfillment of the liquidity event vesting condition satisfied by the February 2021 Offering.

Technology and Development. Technology and development increased by $14.1 million, or 107%, for the three months ended September 30, 2021 compared to the three months ended September 30, 2020. The increase was primarily attributable to a $7.2 million increase in stock-based compensation reflecting both an increase in headcount as well as the recognition of stock-based compensation beginning in the first quarter of 2021 when the February 2021 Offering satisfied the liquidity event vesting condition of certain RSUs.

Technology and development increased by $56.6 million, or 123%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase was primarily attributable to a $46.9 million increase in stock-based compensation reflecting both an increase in headcount as well as the recognition of stock-based compensation beginning in the first quarter of 2021 when the February 2021 Offering satisfied the liquidity event vesting condition of certain RSUs.

Derivative and Warrant Fair Value Adjustment

Derivative and warrant fair value adjustment increased by $27.8 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020. The expense recorded for the three months ended September 30, 2020 was primarily attributable to a $23.3 million increase in the fair value of the derivative liability in extinguishment of the Company's 2019 Convertible Notes. The gain recorded for the three months ended September 30, 2021 is attributable to a decrease in the fair value of the Sponsor Warrants of $3.5 million, which is primarily attributable to the decline in the Company's stock price over this period.

Derivative and warrant fair value adjustment increased by $37.4 million for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The expense recorded for the nine months ended September 30, 2020 was primarily attributable to a $23.3 million increase in the fair value of the derivative liability in extinguishment of the Company's 2019 Convertible Notes. The gain for the nine months ended September 30, 2021 was primarily attributable to a decrease in the fair value of the Sponsor Warrants of $12.2 million which is primarily attributable to the decline in the Company's stock price over this period.

Interest Expense

Interest expense increased by $31.2 million, or 252%, for the three months ended September 30, 2021 compared to the three months ended September 30, 2020. The increase was primarily attributable to increases in the average outstanding balance of our asset-backed senior credit facilities and mezzanine term debt facilities, which is consistent with our increase in inventory over the same periods.

Interest expense increased by $13.0 million, or 23%, for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase was primarily attributable to increases in the average outstanding balances of our asset-backed senior credit facilities and mezzanine term debt facilities, which is consistent with our increase in inventory over the same periods. The increase in interest expense from our asset backed credit facilities is partially offset by a $7.8

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

million decrease in interest expense and amortization of debt issuance costs related to the 2019 Convertible Notes, which were converted into equity in September 2020.

Other Income — Net

Other income – net increased by $51.2 million and $50.0 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020 and the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, respectively. The increase is primarily related to the $51.0 million fair value adjustment on marketable equity securities recorded in the third quarter of 2021 when a company in which we invested went public.

Income Tax Expense

Income tax expense increased by a nominal amount for the three and nine months ended September 30, 2021 compared to the three and nine months ended September 30, 2020.

Liquidity and Capital Resources

Overview

Our principal sources of liquidity have historically consisted of cash generated from our operations and from financing activities. As of September 30, 2021, we had cash and cash equivalents of $1,358.8 million, restricted cash of $484.5 million, marketable securities of $481.1 million, and total outstanding balances on our asset-backed debt and other secured borrowings of $5,443.5 million. In addition, we had undrawn borrowing capacity of $930.2 million under our asset-backed senior credit facilities (as described further below), of which $101.8 million is fully committed. In August 2021, we issued convertible senior notes with an aggregate principal amount of $977.5 million.

On December 18, 2020, we consummated a merger with Social Capital Hedosophia Holdings Corp. II, (“SCH”), a special purpose acquisition company, which resulted in Opendoor Labs Inc. becoming a wholly owned subsidiary of SCH and the subsequent renaming of SCH to Opendoor Technologies Inc. (the "Business Combination"). The Business Combination had a significant impact on our reported financial position and in particular a net increase in cash of $970 million. The increases in cash includes approximately $600 million in proceeds from the private placement ("PIPE Investment") consummated simultaneously with the Business Combination. See “Part I – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 2. Business Combination” for more information.

On February 9, 2021, we completed an underwritten public offering (the “February 2021 Offering”) in which we sold 32,817,421 shares of our common stock at a public offering price of $27.00 per share, including the exercise in full by the underwriters of their option to purchase up to 4,280,533 additional shares of common stock, which was completed on February 11, 2021. We received aggregate net proceeds from the February 2021 Offering of approximately $859.5 million after deducting underwriting discounts and commissions and offering expenses payable by us.

We have incurred losses from inception through September 30, 2021 and expect to incur additional losses for the foreseeable future. Our ability to service our debt, fund working capital, business operations and capital expenditures will depend on our ability to generate cash from operating activities, which is subject to our future operating success, and obtain inventory acquisition financing on reasonable terms, which is subject to factors beyond our control, including general economic, political and financial market conditions.

We expect our working capital requirements to continue to increase in the immediate future, as we seek to increase our inventory and expand into more markets across the United States. We believe our cash, cash equivalents, and marketable securities together with cash we expect to generate from future operations and borrowings, will be sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date of this Quarterly Report on Form 10-Q. The discussion below does not include transactions that occurred subsequent to September 30, 2021. See “Part I – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 18. Subsequent Events” for additional information regarding transactions subsequent to the balance sheet date.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

Debt and Financing Arrangements

Our financing activities include short-term borrowing under our asset-backed senior revolving credit facilities, the issuance of long-term asset-backed senior and mezzanine term debt, borrowing under our mortgage repurchase financing, issuance of convertible debt, and new issuances of equity. Historically, we have required access to external financing resources in order to fund growth, expansion into new markets and strategic initiatives and we expect this to continue in the future. Our access to capital markets can be impacted by factors outside our control, including economic conditions.

We primarily use non-recourse asset-backed debt, consisting of asset-backed senior credit facilities and asset-backed mezzanine debt facilities to provide financing for our real estate inventory purchases and renovations. Our business is capital intensive and maintaining adequate liquidity and capital resources is needed as we continue to scale and accumulate additional inventory. While there can be no assurances that these trends will continue, we have observed increased availability and engagement for this lending product across a variety of financial institutions and we have seen improved terms and an increase in our borrowing capacity in recent years. We actively manage our relationships with multiple financial institutions and seek to optimize duration, flexibility, efficiency and cost of funds.

Our asset-backed facilities are each collateralized by a specified pool of assets, consisting of real estate inventory, restricted cash and equity interests in certain consolidated subsidiaries of Opendoor that directly or indirectly own our real estate inventory.

Our real estate-owning subsidiaries’ assets and credit generally are not available to satisfy the debts and other obligations of any other Opendoor entities except to the extent other Opendoor entities are also a party to the relevant financing arrangements. Our asset-backed debt is non-recourse to Opendoor except for limited guarantees provided by an Opendoor subsidiary for certain obligations in situations involving “bad acts” by an Opendoor entity and certain other limited circumstances that are generally under our control.

Our senior credit facilities generally provide for advance rates of 80% to 90% against our cost basis in the underlying properties upon acquisition and our mezzanine term facilities will finance up to 100% of our cost basis in the underlying properties upon acquisition. The maximum initial advance rates for a given financed property vary by facility and generally decrease on a fixed timeline that varies by facility based on the length of time the property has been financed and any other facility-specific adjustments.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

The following table summarizes certain details related to our non-recourse asset-backed debt and other secured borrowings as of September 30, 2021(in thousands, except interest rates):


			Outstanding Amount
September 30, 2021	Borrowing Capacity		Current		Non-Current		Weighted Average Interest Rate		End of Revolving / Withdrawal Period	Final Maturity Date
Non-Recourse Asset-Backed Debt:
Asset-Backed Senior Credit Facilities
Revolving Facility 2018-2	$	1,000,000	$	999,206	$	—	2.84	%	September 23, 2022	December 23, 2022
Revolving Facility 2018-3	750,000		650,000		—		2.47	%	May 26, 2024	May 26, 2024
Revolving Facility 2019-1	900,000		632,366		—		2.84	%	June 30, 2023	June 30, 2023
Revolving Facility 2019-2	1,030,000		1,028,206		—		2.55	%	July 8, 2023	July 8, 2023
Revolving Facility 2019-3	925,000		627,938		—		3.25	%	August 22, 2022	August 21, 2023
Revolving Facility 2021-1	125,000		112,096		—		2.15	%	October 31, 2022	October 31, 2022
Term Debt Facility 2021-S1	400,000		—		250,000		3.48	%	April 1, 2024	April 1, 2025
Term Debt Facility 2021-S2	600,000		—		500,000		3.20	%	September 10, 2024	September 10, 2025
Total	$	5,730,000	$	4,049,812	$	750,000
Issuance Costs					(3,234)
Carrying Value					$	746,766

Asset-Backed Mezzanine Term Debt Facilities
Term Debt Facility 2016-M1	$	324,000	$	—	$	324,000	10.00	%	October 31, 2023	March 31, 2025
Term Debt Facility 2020-M1	300,000		—		300,000		10.00	%	January 23, 2023	January 23, 2026
Total	$	624,000	$	—	$	624,000
Issuance Costs					(2,777)
Carrying Value					$	621,223

Total Non-Recourse Asset-Backed Debt	$	6,354,000	$	4,049,812	$	1,367,989

Recourse Debt - Other Secured Borrowings:
Mortgage Financing
Repo Facility 2019-R1	$	100,000	$	19,728	$	—	1.84	%	May 26, 2022	May 26, 2022
Total Recourse Debt	$	100,000	$	19,728	$	—

Asset-backed Senior Credit Facilities

In some cases, the undrawn borrowing capacity amounts under the asset-backed senior credit facilities as reflected in the table are not fully committed and any borrowings above those amounts are subject to the applicable lender’s discretion. As of September 30, 2021, the Company had fully committed borrowing capacity with respect to asset-backed senior credit facilities of $3,837.4 million The total outstanding amount presented above includes $4,049.8 million of current liabilities and $750.0 million of non-current liabilities; the carrying value of the non-current liabilities is reduced by issuance costs of $3.2 million.

The revolving or withdrawal period end dates and final maturity dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. Certain of our asset-backed senior credit facilities also have additional extension options that are subject to lender approval that are not reflected in the table above. Historically, we have had success in renewing these facilities to the extent we have wished to do so.

Asset-Backed Mezzanine Term Debt Facilities

In addition to the asset-backed senior credit facilities, we have issued asset-backed mezzanine term debt facilities which are subordinated to the related senior facilities. See “Part I – Item 1. Financial Statements – Notes to Condensed Consolidated

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

Financial Statements – Note 7. Credit Facilities and Long-Term Debt” for additional information regarding our non-recourse asset-backed debt.

Mortgage Financing

We primarily use debt financing to fund our mortgage loan originations. In 2019 we entered into a master repurchase agreement to finance substantially all of the mortgage loans that we originate. Once our mortgage business sells a loan in the secondary mortgage market, we use the sale proceeds to reduce the outstanding balance under the repurchase facility. See “Part I – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 7. Credit Facilities and Long-Term Debt” for additional information regarding our master repurchase agreement.

Convertible Senior Notes

In August 2021, the Company issued 0.25% senior senior notes due in 2026 (the "2026 Notes") with an aggregate principal amount of $977.5 million. The tables below summarizes certain details related to our convertible senior notes:


September 30, 2021	Aggregate Principal Amount		Unamortized Debt Issuance Costs		Net Carrying Amount
2026 Notes	$	977,500	$	(25,085)	$	952,415

See “Part I – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 7. Credit Facilities and Long-Term Debt” for additional information regarding our convertible senior notes, including conversion rate, conversion and redemption dates, and the related capped call transaction.

Cash Flows

The following table summarizes our cash flows for the periods presented:


	Nine Months Ended September 30,
(in thousands)	2021		2020
Net cash (used in) provided by operating activities	$	(5,903,558)	$	1,037,354
Net cash used in investing activities	$	(431,825)	$	(50,820)
Net cash provided by (used in) financing activities	$	6,673,106	$	(1,027,797)
Net increase (decrease) in cash, cash equivalents, and restricted cash	$	337,723	$	(41,263)

Net Cash (Used in) Provided by Operating Activities

Net cash (used in) provided by operating activities was $(5,903.6) million and $1,037.4 million for the nine months ended September 30, 2021 and 2020, respectively. For the nine months ended September 30, 2021, cash used in operating activities was primarily driven by the $5,805.8 million increase in inventory and a $119.9 million increase in escrow receivables correlated to the increase in revenue during the first nine months of 2021. For the nine months ended September 30, 2020, net cash provided by operating activities was primarily driven by a $1,146.8 million decrease in inventory, as we substantially paused purchasing additional homes in March 2020 in response to the COVID-19 pandemic and the consequent health risks. The impact of the change in operating working capital was partially offset by our net loss, net of non-cash items, of $100.8 million.

Net Cash Used in Investing Activities

Net cash used in investing activities was $431.8 million and $50.8 million for the nine months ended September 30, 2021 and 2020, respectively. For the nine months ended September 30, 2021, cash used in investing activities primarily consisted of the $372.9 million increase in marketable securities, $20.1 million for the purchase of Pro.com, net of cash acquired, and the $15.1 million purchase of strategic investments in certain privately held companies. For the nine months ended September 30, 2020, cash used in investing activities primarily consisted of the $38.8 million increase in marketable securities. In addition, we

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

used $12.1 million for capital expenditures, including internally developed software, employee computers and leasehold improvements.

Net Cash Provided by (Used in) Financing Activities

Net cash provided by (used in) financing activities was $6,673.1 million and $(1,027.8) million for the nine months ended September 30, 2021 and 2020, respectively. For the nine months ended September 30, 2021, cash provided by financing activities was primarily attributable to $4,944.6 million net proceeds from asset-backed debt and $886.1 million in proceeds from the February 2021 Offering, net of $28.9 million of issuance costs. In addition, we received $977.5 million in proceeds from the issuance of the 2026 Notes, net of $24.4 million of issuance costs and offset by the $118.8 million purchase of the Capped Calls related to the 2026 Notes. For the nine months ended September 30, 2020, cash used in financing activities was primarily attributable to the net repayment of $1,037.1 million to our asset-backed debt facilities as we reduced inventory levels in response to COVID-19.

Contractual Obligations and Commitments

There have been no material changes outside the ordinary course of business in our commitments under contractual obligations as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, except for the categories of contractual obligations included in the table below, which have been updated to reflect our contractual obligations as of September 30, 2021:


	Payment Due by Year
(in thousands)	Total		Less than 1 year		1 – 3 years		3 – 5 years		More than 5 years
Senior revolving credit facilities(1)	$	4,076,771	$	4,076,771	$	—	$	—	$	—
Senior and mezzanine term debt facilities(2)	1,710,572		87,085		174,170		1,449,317		—
Convertible senior notes(3)	989,692		2,417		4,888		982,387
Mortgage financing(4)	19,747		19,747		—		—		—

Purchase commitments(5)	2,259,850		2,259,850		—		—		—
Total	$	9,056,632	$	6,445,870	$	179,058	$	2,431,704	$	—

______________

(1)Represents the principal amounts outstanding as of September 30, 2021. Includes estimated interest payments, calculated using the variable rate in existence at period end over an assumed holding period of 90 days. Borrowings under the senior revolving credit facilities are payable as the related inventory is sold. The payment is expected to be within one year of September 30, 2021.

(2)Represents the principal amounts outstanding as of September 30, 2021 and interest payments assuming the principal balances remain outstanding until maturity. The final maturity dates of the senior and mezzanine term debt facilities vary, as discussed above.

(3)Represents the principal amounts outstanding as of September 30, 2021 and interest payments assuming the principal balances remain outstanding until maturity.

(4)Represents the principal amounts outstanding as of September 30, 2021. The facility provides short-term financing between the origination of a mortgage loan and when Opendoor Home Loans sells the loan to an investor. Included estimated interest payments, calculated using the variable rate in existence at period end over the Company’s average holding period for mortgage loans.

(5)As of September 30, 2021, we were under contract to purchase 6,231 homes for an aggregate purchase price of $2,259.9 million.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2021.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Tabular amounts in thousands, except share and per share data and ratios, or as noted)

Critical Accounting Policies and Estimates

Discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities, revenue, and expenses at the date of the financial statements. Generally, we base our estimates on historical experience and on various other assumptions in accordance with GAAP that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

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. There have been no significant changes to these critical accounting estimates during the first nine months of 2021, except as noted below. 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.

Public and Sponsor Warrants

On April 30, 2020, SCH consummated its initial public offering of 41,400,000 units, consisting of one share of Class A common stock and one third of one warrant exercisable for Class A common stock, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, SCH completed the private placement of 6,133,333 warrants to SCH’s sponsor at a price of $1.50 per warrant (the “Sponsor Warrants”). Each Sponsor Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. As of December 31, 2020, there were 19,933,333 warrants outstanding.

The Sponsor Warrants and shares of common stock issuable upon the exercise of Sponsor Warrants may not be transferred, assigned, or sold until 30 days after the completion of a business combination. Additionally, the Sponsor Warrants are eligible for cash and cashless exercises, at the holder’s option, and are redeemable only if the Reference Value, as defined in the Warrant Agreement, is less than $18.00 per share. If the Sponsor Warrants are held by someone other than the sponsors and certain permitted transferees, the Sponsor Warrants will redeemable and exercisable on the same basis as the Public Warrants.

We evaluated the Public and Sponsor Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity, and concluded that the Sponsor Warrants do not meet the criteria to be classified in shareholders’ equity. Specifically the exercise and settlement features for the Sponsor Warrants preclude them from being considered indexed to the Company’s own stock given that a change in the holder of the Sponsor Warrants may alter the settlement of the Sponsor Warrants. Since the holder of the instrument is not an input to a standard option pricing model, a consideration with respect to the indexation guidance, a change in the holder for the Sponsor Warrants impacting their value means the Sponsor Warrants are not indexed to the Company’s own stock. Since the Sponsor Warrants meet the definition of a derivative under ASC 815, we recorded these warrants as liabilities on the balance sheet at fair value upon the consummation of the Business Combination, with subsequent changes in their respective fair values recognized in the condensed consolidated statement of operations at each reporting period. The Company concluded that the Public Warrants, which do not have the same exercise and settlement features as the Sponsor Warrants, meet the criteria to be classified in shareholders' equity.

On July 9, 2021, the Company completed the redemption of all of its outstanding Public and Sponsor Warrants and in connection with the redemption, the Public Warrants stopped trading on the Nasdaq Global Select Market.

Recent Accounting Pronouncements

For information on recent accounting standards, see “Part I – Item 1. Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 1. Description of Business and Accounting Policies”.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risks in the ordinary course of our business. These risks primarily consist of fluctuations in interest rates.

Interest Rate Risk

We are subject to market risk by way of changes in interest rates on borrowings under our inventory financing facilities and mortgage financing repurchase agreement. As of September 30, 2021 and December 31, 2020 we had outstanding borrowings of $4,069.5 million and $346.3 million, respectively, which bear interest at a floating rate based on a London Interbank Offered Rate (“LIBOR”) reference rate plus an applicable margin. Accordingly, fluctuations in market interest rates may increase or decrease our interest expense. We may use interest rate cap derivatives, interest rate swaps or other interest rate hedging instruments to economically hedge and manage interest rate risk with respect to our variable floating rate debt. Many of our floating rate debt facilities also have LIBOR floors. Assuming no change in the outstanding borrowings on our credit facilities, we estimate that a one percentage point increase in LIBOR would increase our annual interest expense by approximately $36.2 million and $4.4 million as of September 30, 2021 and December 31, 2020, respectively.

In July 2017 the U.K. Financial Conduct Authority announced its intention to phase out LIBOR rates by the end of 2021. It is not possible to predict the effect of any changes in the methods by which the LIBOR is determined, or any other reforms to LIBOR that may be enacted in the United States or elsewhere. Such developments may cause LIBOR to perform differently than in the past, including sudden or prolonged increases or decreases in LIBOR, or cease to exist, resulting in the application of a successor base rate under our senior revolving credit facilities, which in turn could have unpredictable effects on our interest payment obligations under our senior revolving credit facilities.

Inflation Risk

We do not believe that inflation has had a material effect on our business, results of operations or financial condition. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability to do so could harm our business, results of operations and financial condition.

Item 4. Controls and Procedures.

Inherent Limitations on Effectiveness of Controls

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2021, due to the material weaknesses described below, our disclosure controls and procedures were not effective at the reasonable assurance level.

Material Weaknesses

Management identified control deficiencies that constituted a material weakness in our internal control over financial reporting for the year ended December 31, 2020 related to our information technology general controls over certain accounting and proprietary systems used in our financial reporting. Specifically, our systems lacked controls over access and program change management that are needed to ensure access to financial data is adequately restricted to appropriate personnel. Additionally, key components of the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) were not fully implemented, including control and monitoring activities related to: (1) electing and developing general controls activities over technology to support the achievement of objectives; and

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(2) electing, developing, and performing ongoing and/or separate evaluations to ascertain whether the components of internal control are present and functioning.

Remediation Activities

Management has been actively engaged in implementing remedial actions since the fourth quarter of 2020 and has made substantial progress during the nine months ended September 30, 2021, which included the following:

•implemented certain key policies and appropriate controls to strengthen our information technology environment that included access and change management controls, segregation of conflicting roles, and restricting user access to key systems;

•identified and documented relevant business processes and controls and strengthened related policies and procedures; and

•completed our preliminary rounds of control assessments for design and operating effectiveness, and implemented corrective actions to remediate any additional control gaps identified.

In addition, as a result of the correction of prior period amounts as described in “Part I – Item 1. Financial Statements –Notes to Condensed Consolidated Financial Statements – Note 1. Description of Business and Accounting Policies” management identified an additional material weakness as of December 31, 2020 related to the accounting and classification of significant and unusual transactions. The review performed to evaluate the accounting for the Business Combination was incomplete in that a thorough analysis of the Warrants was not performed under Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”). Specifically, while the equity classification of warrants with provisions similar to those of the Sponsor Warrants was historically broadly accepted industry practice, our management did not sufficiently analyze the propriety of this classification and did not identify the error in this accounting practice until the SEC’s issuance of the Staff Statement on April 12, 2021. This material weakness resulted in the correction of our consolidated financial statements as of and for the year ended December 31, 2020. This deficiency is a result of our previously smaller accounting team as a private company coupled with insufficient controls to ensure the completeness of all material components of each significant and unusual transaction evaluated. To remediate this material weakness we:

•hired additional personnel subsequent to the Business Combination and are continuing to expand our team; and

•strengthened our controls over accounting for significant and unusual transactions with a focus on ensuring the analysis is complete and includes each of the material components of the transaction.

Management believes the controls designed and implemented in our remediation efforts have effectively addressed the material weaknesses noted above and our enhanced control environment appropriately conforms with the key components of the COSO framework. However, the material weaknesses in our internal control over financial reporting will not be considered remediated until the relevant controls are in operation for a sufficient period of time, tested and concluded by management to be operating effectively.

The process of implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. As we continue to evaluate and take actions to improve our internal control over financial reporting, we may take additional actions to address control deficiencies or modify certain of the remediation measures described above. Our management and board of directors will continue to work with our auditors and other outside advisors to ensure that our controls and procedures are adequate and effective.

Notwithstanding the material weaknesses, management has concluded that the financial statements included elsewhere in this Quarterly Report present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with GAAP.

Changes in Internal Control over Financial Reporting

Other than as described above, there have been no material changes in our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended September 30, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

In August 2019, the Federal Trade Commission (“FTC”) sent a civil investigative demand to Opendoor Labs Inc., our wholly-owned subsidiary, seeking documents and information relating primarily to statements in our advertising and website comparing selling homes to us with selling homes in a traditional manner using an agent and relating to statements that our offers reflect or are based on market prices. Thereafter, we responded cooperatively to the civil investigative demand and related follow-up requests from the FTC. On December 23, 2020, the FTC notified us that they intend to recommend that the agency pursue an enforcement action against us and certain of our officers, if we are unable to reach a negotiated settlement acceptable to all parties. The FTC has indicated that they believe certain of our advertising claims relating to the amount of our offers, the repair costs charged to home sellers, and the amount of net proceeds a seller may receive from selling to us versus selling in the traditional manner were inaccurate and/or inadequately substantiated. We are engaged in settlement negotiations with the FTC. There can be no assurances that we will be successful in negotiating a favorable settlement.

In addition to the foregoing, we are currently and have in the past been subject to legal proceedings and regulatory actions in the ordinary course of business. We do not anticipate that the ultimate liability, if any, arising out of any such matters will have a material effect on our financial condition, results of operations or cash flows. In the future, we may be subject to further legal proceedings and regulatory actions in the ordinary course of business and we cannot predict whether any such proceeding or matter will have a material effect on our financial condition, results of operations or cash flows.

Item 1A. Risk Factors.

In the course of conducting our business operations, we are exposed to a variety of risks. These risks are generally inherent to the U.S. residential real estate industry or otherwise generally impact iBuyers like us. Any of the risk factors we described in "Part I – Item 1A. Risk Factors," in our Annual Report or described below, have affected or could materially adversely affect our business, financial condition and results of operations. The market price of shares of our common stock could decline, possibly significantly or permanently, if one or more of these risks and uncertainties occurs. Certain statements in “Risk Factors” are forward-looking statements. See “Forward-Looking Statements.”

Except as set forth below, there have been no material changes to the Company's risk factors since the Annual Report.

Risks Related to Our Business and Industry

The COVID-19 pandemic adversely affected our business in 2020. The extent to which COVID-19 will impact our future operations is uncertain and cannot be predicted at this time.

Our success depends on a high volume of residential real estate transactions throughout the markets in which we operate. This transaction volume affects all of the ways that we generate revenue, including our ability to acquire new homes and generate associated service fees, our ability to sell homes that we own, the generation of commissions from our brokerage business, the number of loans our mortgage business originates and resells, and the number of transactions our title and settlement business closes. The COVID-19 pandemic significantly and adversely affected our business beginning in March 2020 when governmental authorities put in place limitations on in-person activities related to the sale of residential real estate. As a result of these restrictions and safety concerns for our customers and employees, we paused acquisitions of homes beginning in March 2020 and sold down the home inventory on our platform during the second and third quarters of 2020. We resumed making acquisitions of homes across all of our markets in August 2020.

Although we believe we have successfully adapted our operations to date to effectively execute on our business model during the ongoing COVID-19 pandemic, there remains uncertainty as to COVID-19’s overall impact on the U.S. economy, the impact of variants, future limitations that may be imposed by governmental authorities on processes and procedures attendant to residential real estate transactions as a result of COVID-19, and long-term trends in consumer spending on real estate transactions, among other things. We cannot predict the extent to which our transaction volumes and financial results may be adversely affected by the foregoing.

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We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain an effective system of internal control over financial reporting, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

We have identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As previously disclosed, we identified a material weakness related to our general information technology controls, including the design and implementation of access and change management controls. Additionally, key components of the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework have not been fully implemented, including control and monitoring activities relating to: (1) electing and developing general control activities over technology to support the achievement of objectives; and (2) electing, developing, and performing ongoing and/or separate evaluations to ascertain whether the components of internal control are present and functioning. We also identified a material weakness related to the accounting and classification of significant and unusual transactions, which led to the correction of prior period amounts described in “Part I – Item 1. Financial Statements –Notes to Condensed Consolidated Financial Statements – Note 1. Description of Business and Accounting Policies.”

We have engaged a third-party consultant, have designed and implemented measures to improve our internal control over financial reporting and have expanded, and will continue to expand, our accounting, legal and IT security teams to remediate these material weaknesses. We cannot predict the success of such measures or the outcome of our assessment of these measures at this time. We can give no assurance that these measures will remediate the deficiencies in internal control or that additional material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that may lead to a restatement of our financial statements or cause us to fail to meet our reporting obligations.

As a public company, beginning with our second annual report on Form 10-K, we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for future annual reports on Form 10-K to be filed with the SEC. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Our independent registered public accounting firm will also be required to attest to the effectiveness of our internal control over financial reporting in future annual reports on Form 10-K to be filed with the SEC. We will be required to disclose changes made in our internal controls and procedures on a quarterly basis. Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, the applicable stock exchange or other regulatory authorities, which would require additional financial and management resources. We have begun the process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 in the future, but we may not be able to complete our evaluation, testing and any required remediation in a timely fashion.

Risks Related to Our Liquidity and Capital Resources

We utilize a significant amount of debt and financing arrangements in the operation of our business, and so our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing.

As of December 31, 2020 we had approximately $486.3 million aggregate principal amount of indebtedness outstanding, including $479.2 million of non-recourse asset-backed loans. As of September 30, 2021, we had approximately $5,443.5 million aggregate principal amount of indebtedness outstanding, including $5,423.8 million of non-recourse asset-backed loans. Our leverage could have meaningful consequences to us, including increasing our vulnerability to economic downturns, limiting our ability to withstand competitive pressures, or reducing our flexibility to respond to changing business and economic conditions. We are also subject to general risks associated with debt financing, including (1) our cash flow may not be sufficient to satisfy required payments of principal and interest; (2) we may not be able to refinance our existing indebtedness or refinancing terms may be less favorable to us than the terms of our existing debt; (3) debt service obligations or facility prepayments could reduce funds available for capital investment and general corporate purposes; (4) any default on our indebtedness could result in acceleration of the indebtedness and foreclosure on the homes collateralizing that indebtedness,

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with our attendant loss of any prospective income and equity value from such property; and (5) aged real estate may be ineligible for financing on our debt facilities potentially forcing the sale of aged real estate for prices that do not allow us to meet our margin targets or cover our costs to repay those facilities. Any of these risks could place strains on our cash flows, reduce our ability to grow and adversely affect our results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

The following tables showing the correction of prior period amounts should be read in conjunction with Note 1 to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q. This correction affected our consolidated balance sheet, consolidated statement of operations, consolidated statement of changes in temporary equity and shareholders’ equity (deficit) and consolidated statement of cash flows for year ended December 31, 2020.

The Company determined, based on consideration of quantitative and qualitative factors, that the error had an immaterial impact, individually and in aggregate. As such, the Company corrected its accounting for Sponsor Warrants in its Quarterly Report on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021, and September 30, 2021.

The following table provides the impact of the correction on the Company's consolidated balance sheet as of December 31, 2020 (in thousands):


	As of December 31, 2020
	Previously Stated		Adjustments	As Corrected
Warrant liabilities	$	—	47,349	$	47,349
Total liabilities	$	575,575	47,349	$	622,924
Additional paid-in capital	$	2,677,155	(81,143)	$	2,596,012
Accumulated deficit	(1,077,243)		33,794	(1,043,449)
Total shareholders' equity	$	1,600,007	(47,349)	$	1,552,658

The following table provides the impact of the correction on the Company's consolidated statement of operations for the year ended December 31, 2020 (in thousands):


	Year Ended December 31, 2020
	Previously Stated		Adjustments		As Corrected
DERIVATIVE AND WARRANT FAIR VALUE ADJUSTMENT	$	(25,941)	33,794		$	7,853
LOSS BEFORE INCOME TAXES	$	(286,697)	33,794		$	(252,903)
NET LOSS	$	(286,760)	33,794		$	(252,966)
Net loss per share attributable to common shareholders:
Basic	$	(2.62)	$	0.31	$	(2.31)
Diluted	$	(2.62)	$	0.31	$	(2.31)

Other than changes made to reflect the impact of the recognition of the fair value of the Sponsor Warrants liability at the Closing Date to additional paid-in capital and the subsequent remeasurement of the fair value of the warrant liability at

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December 31, 2020 to accumulated deficit, there have been no changes to the Company's consolidated statement of temporary equity and shareholders’ equity (deficit) (in thousands).


	Year Ended December 31, 2020
	Previously Stated		Adjustments	As Corrected
Additional paid-in capital	$	2,677,155	(81,143)	$	2,596,012
Accumulated deficit	$	(1,077,243)	33,794	$	(1,043,449)
Total shareholders' equity	$	1,600,007	(47,349)	$	1,552,658

The following table provides the impact of the correction on the Company's consolidated statement of cash flows for the year ended December 31, 2020 (in thousands):


	Year Ended December 31, 2020
	Previously Stated		Adjustments	As Corrected
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(286,760)	33,794	$	(252,966)
Adjustments to reconcile net loss to cash, cash equivalents, and restricted cash provided by (used in) operating activities:
Warrant fair value adjustment	$	2,622	(33,794)	$	(31,172)
DISCLOSURES OF NONCASH FINANCING ACTIVITIES:
Recognition of warrant liability	$	—	81,143	$	81,143

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Item 6. Exhibits.

The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q.

Exhibit

No.

Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

2.1

Agreement and Plan of Merger, dated as of September 15, 2020, by and among Social Capital Hedosophia Corp. II, Hestia Merger Sub Inc. and Opendoor Labs Inc.

8-K

001-39253

2.1

09/17/2020

3.1

Certificate of Incorporation of Opendoor Technologies Inc.

8-K

001-39253

3.1

12/18/2020

3.2

Bylaws of Opendoor Technologies Inc.

S-1/A

333-251529

3.3

01/15/2021

4.1

Specimen Common Stock Certificate of Opendoor Technologies Inc.

S-4/A

333-249302

4.5

11/06/2020

4.2

Warrant Agreement, dated April 27, 2020, between Social Capital Hedosophia Holdings Corp. II. and Continental Stock Transfer & Trust Company, as warrant agent

8-K

001-39253

4.1

04/30/2020

4.3

Amendment to Warrant Agreement, dated March 22, 2021, between Opendoor Technologies Inc. and American Stock Transfer & Trust Company, LLC, as warrant agent

10-Q

001-39253

4.3

05/12/2021

4.4

Indenture, dated as of August 20, 2021, between Opendoor Technologies Inc. and U.S. Bank National Association, as trustee (and form of certificate representing the 0.25% Convertible Senior Notes due in 2026)

8-K

001-39253

4.1

08/24/2021

10.1

Form of Stock Option Grant Notice Under 2020 Incentive Award Plan

31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (as formatted as Inline XBRL and contained in Exhibit 101)

________________

* Filed herewith.

** Furnished herewith.

# Indicates management contract or compensatory plan.

OPENDOOR TECHNOLOGIES INC.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OPENDOOR TECHNOLOGIES INC.

Date:

November 10, 2021

By:

/s/ Eric Wu

Name:

Eric Wu

Title:

Chief Executive Officer

Date:

November 10, 2021

By:

/s/ Carrie Wheeler

Name:

Carrie Wheeler

Title:

Chief Financial Officer

Document

Exhibit 10.1

FORM OF OPTION AGREEMENT


OPENDOOR TECHNOLOGIES INC. 2020 INCENTIVE AWARD PLAN

STOCK OPTION GRANT NOTICE

Opendoor Technologies Inc. (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (the “Grant Notice”), subject to the terms and conditions of the Opendoor Technologies Inc. 2020 Incentive Award Plan (as amended from time to time, the “Plan”) and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.


Participant:
Grant Date:
Exercise Price per Share:			[Can be no less than 100% of the FMV on the Grant Date]
Shares Subject to the Option:
Final Expiration Date:			[Can be no later than 10th anniversary of Grant Date]
Vesting Commencement Date:
Vesting Schedule:			[To be specified]
Type of Option			[Incentive Stock Option]/[Non-Qualified Stock Option]

By accepting (whether in writing, electronically or otherwise) the Option, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.

OPENDOOR TECHNOLOGIES INC.

PARTICIPANT

By:

Name:

[Participant Name]

Title:

Exhibit A

STOCK OPTION AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I.
GENERAL

1.1Grant of Option. The Company has granted to Participant the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”).

1.2Incorporation of Terms of Plan. The Option is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

ARTICLE II.
PERIOD OF EXERCISABILITY

2.1Commencement of Exercisability.

(a)The Option will vest and become exercisable according to the vesting schedule in the Grant Notice (the “Vesting Schedule”) except that any fraction of a Share as to which the Option would be vested or exercisable will be accumulated and will vest and become exercisable only when a whole Share has accumulated.

(b)The Option will immediately expire and be forfeited as to any portion that is not vested and exercisable as of Participant’s Termination of Service for any reason (after taking into consideration any accelerated vesting and exercisability which may occur in connection with such Termination of Service) except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.

2.2Duration of Exercisability. The Vesting Schedule is cumulative. Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option will be forfeited immediately upon its expiration.

2.3Expiration of Option. The Option may not be exercised to any extent by anyone after, and will expire on, the first of the following to occur:

(a)The final expiration date in the Grant Notice;

(b)Except as the Administrator may otherwise approve, the expiration of three months from the date of Participant’s Termination of Service, unless Participant’s Termination of Service is for Cause (as defined below) or by reason of Participant’s death or disability;

(c)Except as the Administrator may otherwise approve, the expiration of one year from the date of Participant’s Termination of Service by reason of Participant’s death or disability; and

(d)Except as the Administrator may otherwise approve, Participant’s Termination of Service for Cause.

As used in this Agreement, “Cause” means (i) if Participant is a party to a written employment or consulting agreement with the Company or a Subsidiary in which the term “cause” is defined (a “Relevant Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s determination that Participant failed to substantially perform Participant’s duties (other than a failure resulting from Participant’s disability); (B) the Administrator’s determination that Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or Participant’s immediate supervisor; (C) Participant’s conviction, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (D) Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing Participant’s duties and responsibilities for the Company or any of its Subsidiaries; (E) Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries; or (F) Participant’s material breach of any material obligation under any applicable policy of the Company or its affiliates (including any code of conduct or harassment policies).

ARTICLE III.
EXERCISE OF OPTION

3.1Person Eligible to Exercise. During Participant’s lifetime, only Participant may exercise the Option. After Participant’s death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s Designated Beneficiary as provided in the Plan.

3.2Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires, except that the Option may only be exercised for whole Shares.

3.3Tax Withholding.

(a)Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by Applicable Law to be withheld in connection with such Participant’s Options by the date of the event creating the tax liability. In this regard, Participant authorizes the Company, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to the Options by any of the methods set forth in Section 9.5 of the Plan.

(b)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax liability.

ARTICLE IV.
OTHER PROVISIONS

4.1Adjustments. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

4.2Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.3Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.4Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.5Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.6Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.7Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.8Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

4.9Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the Option, as and when exercised pursuant to the terms hereof.

4.10Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or

interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

4.11Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

4.12Incentive Stock Options. If the Option is designated as an Incentive Stock Option:

(a)Participant acknowledges that to the extent the aggregate fair market value of shares (determined as of the time the option with respect to the shares is granted) with respect to which stock options intended to qualify as “incentive stock options” under Section 422 of the Code, including the Option, are exercisable for the first time by Participant during any calendar year exceeds $100,000 or if for any other reason such stock options do not qualify or cease to qualify for treatment as “incentive stock options” under Section 422 of the Code, such stock options (including the Option) will be treated as non-qualified stock options. Participant further acknowledges that the rule set forth in the preceding sentence will be applied by taking the Option and other stock options into account in the order in which they were granted, as determined under Section 422(d) of the Code. Participant acknowledges that amendments or modifications made to the Option pursuant to the Plan that would cause the Option to become a Non-Qualified Stock Option will not materially or adversely affect Participant’s rights under the Option, and that any such amendment or modification shall not require Participant’s consent. Participant also acknowledges that if the Option is exercised more than three months after Participant’s Termination of Service, other than by reason of death or disability, the Option will be taxed as a Non-Qualified Stock Option.

(b)Participant will give prompt written notice to the Company of any disposition or other transfer of any Shares acquired under this Agreement if such disposition or other transfer is made (a) within two years from the Grant Date or (b) within one year after the transfer of such Shares to Participant. Such notice will specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

* * * * *

Document

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Eric Wu, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Opendoor Technologies, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.[omitted];

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	November 10, 2021	By:	/s/ Eric Wu
			Eric Wu
			Chief Executive Officer
			(Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Carrie Wheeler, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Opendoor Technologies, Inc.;

b.[omitted];

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	November 10, 2021	By:	/s/ Carrie Wheeler
			Carrie Wheeler
			Chief Financial Officer
			(Principal Financial Officer)

Document

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Opendoor Technologies Inc. (the “Company”) for the period ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Eric Wu, Chief Executive Officer of the Company, and Carrie Wheeler, Chief Financial Officer of the Company, each certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	November 10, 2021	By:	/s/ Eric Wu
			Eric Wu
			Chief Executive Officer
			(Principal Financial Officer)



Date:	November 10, 2021	By:	/s/ Carrie Wheeler
			Carrie Wheeler
			Chief Financial Officer
			(Principal Financial Officer