|
Cayman Islands*
(State or other jurisdiction of incorporation or organization) |
| |
7372
(Primary Standard Industrial Classification Code Number) |
| |
98-1515020
(I.R.S. Employer Identification Number) |
|
|
Howard L. Ellin, Esq.
Christopher M. Barlow, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001 (212) 735-3000 |
| |
Justin G. Hamill, Esq.
Rachel W. Sheridan, Esq. Shagufa R. Hossain, Esq. Latham & Watkins LLP 885 Third Avenue New York, NY 10022 (212) 906-1200 |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
| | | |
Emerging growth company
☒
|
|
| | |||||||||||||||||||
Title of each class of
securities to be registered |
| | |
Amount
to be registered(1) |
| | |
Proposed
maximum offering price per share security |
| | |
Proposed
maximum aggregate offering price |
| | |
Amount of
registration fee |
| |||
Units, each consisting of one share of common stock, $0.0001 par value, and one-third of one redeemable warrant(2)
|
| | | | | 6,987,395 | | | | |
$18.51(3)
|
| | |
$129,336,681.45(3)
|
| | |
$14,110.63
|
|
Common stock(4)(5)
|
| | | | | 6,987,395 | | | | |
—
|
| | |
—
|
| | |
— (6)
|
|
Redeemable warrants(5)(7)
|
| | | | | 2,329,131 | | | | |
—
|
| | |
—
|
| | |
—(6)
|
|
Common stock(5)(8)
|
| | | | | 34,412,605 | | | | |
$16.90(9)
|
| | |
$581,573,024.50 (9)
|
| | |
$63,449.62
|
|
Redeemable warrants(5)(10)
|
| | | | | 11,470,840 | | | | |
$5.16(11)
|
| | |
$59,189,534.40(11)
|
| | |
$6,457.58
|
|
Common stock(5)(12)
|
| | | | | 505,387,019 | | | | |
$16.90(9)
|
| | |
$8,541,040,621.10(9)
|
| | |
$931,827.53
|
|
Total | | | | |
|
|
| | | |
|
| | |
$9,311,139,861.45
|
| | |
$1,015,845.36(13)
|
|
| | |
Page
|
| |||
| | | | iii | | | |
| | | | iv | | | |
| | | | v | | | |
| | | | ix | | | |
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Page
|
| |||
| | | | 265 | | | |
| | | | 266 | | | |
| | | | 267 | | | |
| | | | F-1 | | | |
|
| | | | A-1 | | |
|
| | | | B-1 | | |
|
| | | | C-1 | | |
|
| | | | D-1 | | |
|
| | | | E-1 | | |
|
| | | | F-1 | | |
|
| | | | G-1 | | |
|
| | | | H-1 | | |
|
| | | | I-1 | | |
|
| | | | J-1 | | |
| | | | II-1 | | |
| | |
Share Ownership in Opendoor Technologies
|
| |||||||||||||||||||||
| | |
No Additional Redemptions
|
| |
Additional Redemptions(1)
|
| ||||||||||||||||||
| | |
Number of
Shares |
| |
Percentage of
Outstanding Shares |
| |
Number of
Shares |
| |
Percentage of
Outstanding Shares |
| ||||||||||||
Opendoor Stockholders(2)
|
| | | | 503,980,000 | | | | | | 82.4% | | | | | | 503,980,000 | | | | | | 88.4% | | |
SCH’s public shareholders
|
| | | | 41,400,000 | | | | | | 6.8% | | | | | | — | | | | | | 0.0% | | |
Sponsor & related parties(3)
|
| | | | 26,375,000 | | | | | | 4.3% | | | | | | 26,375,000 | | | | | | 4.6% | | |
Third Party PIPE Investors
|
| | | | 40,000,000 | | | | | | 6.5% | | | | | | 40,000,000 | | | | | | 7.0% | | |
Total
|
| | | | 611,755,000 | | | | | | 100.0% | | | | | | 570,355,000 | | | | | | 100.0% | | |
| | |
Cayman Constitutional Documents
|
| |
Proposed Organizational Documents
|
|
Authorized Shares
(Organizational Documents Proposal A) |
| | The Cayman Constitutional Documents authorize 555,000,000 shares, consisting of 500,000,000 SCH Class A ordinary shares, 50,000,000 SCH Class B ordinary shares and 5,000,000 preferred shares. | | | The Proposed Organizational Documents authorize shares, consisting of shares of Opendoor Technologies common stock and shares of Opendoor Technologies preferred stock. | |
| | | See paragraph 5 of the Existing Memorandum. | | | See Article Fourth of the Proposed Certificate of Incorporation. | |
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent (Organizational Documents Proposal B) | | | The Cayman Constitutional Documents authorize the issuance of 5,000,000 preferred shares with such designation, rights and preferences as may be determined from time to time by SCH’s board of directors. Accordingly, SCH’s board of directors is empowered under the Cayman Constitutional Documents, without shareholder approval, to issue preferred shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares (except to the extent it may affect the ability of SCH to carry out a conversion of SCH Class B ordinary shares on the Closing Date, as contemplated by the Existing Articles). | | | The Proposed Organizational Documents authorize the Board to issue all or any shares of preferred stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the Board may determine. | |
| | | See paragraph 5 of the Existing Memorandum and Articles 3 and 17 of the Existing Articles. | | | See Article Fifth, subsection (B) of the Proposed Certificate of Incorporation. | |
Classified Board (Organizational Documents Proposal C) | | | The Cayman Constitutional Documents provide that SCH’s board of directors shall be composed of one class. | | | The Proposed Organizational Documents provide that the Opendoor Technologies Board be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. | |
| | |
See Article 29 of the Existing Articles.
|
| | See Article Sixth of the Proposed Certificate of Incorporation. | |
Corporate Name
(Organizational Documents Proposal D) |
| | The Cayman Constitutional Documents provide the name of the company is “Social Capital Hedosophia Holdings Corp. II”. | | | The Proposed Organizational Documents provide that the name of the corporation will be “Opendoor Technologies Inc.” | |
| | | See paragraph 1 of the Existing Memorandum. | | | See Article First of the Proposed Certificate of Incorporation. | |
| | |
Cayman Constitutional Documents
|
| |
Proposed Organizational Documents
|
|
Perpetual Existence
(Organizational Documents Proposal D) |
| | The Cayman Constitutional Documents provide that if SCH does not consummate a business combination (as defined in the Cayman Constitutional Documents) by April 30, 2022, SCH will cease all operations except for the purposes of winding up and will redeem the public shares and liquidate SCH’s trust account. | | | The Proposed Organizational Documents do not include any provisions relating to Opendoor Technologies’ ongoing existence; the default under the DGCL will make Opendoor Technologies’ existence perpetual. | |
| | | See Article 49 of the Cayman Constitutional Documents. | | | Default rule under the DGCL. | |
Exclusive Forum
(Organizational Documents Proposal D) |
| | The Cayman Constitutional Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | | | The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation. | |
| | | | | | See Article Twelfth of the Proposed Certificate of Incorporation. | |
Takeovers by Interested
Stockholders (Organizational Documents Proposal D) |
| | The Cayman Constitutional Documents do not provide restrictions on takeovers of SCH by a related shareholder following a business combination. | | | The Proposed Organizational Documents will have Opendoor Technologies elect not to be governed by Section 203 of the DGCL relating to takeovers by interested stockholders but will provide other restrictions regarding takeovers by interested stockholders. | |
| | | | | | See Article Tenth of the Proposed Certificate of Incorporation. | |
Provisions Related to Status as Blank Check Company (Organizational Documents Proposal D) | | | The Cayman Constitutional Documents include various provisions related to SCH’s status as a blank check company prior to the consummation of a business combination. | | | The Proposed Organizational Documents do not include such provisions related to SCH’s status as a blank check company, which no longer will apply upon consummation of the Merger, as SCH will cease to be a blank check company at such time. | |
| | | See Article 49 of the Cayman Constitutional Documents. | | | | |
| | |
Share Ownership in Opendoor Technologies
|
| |||||||||||||||||||||
| | |
No Additional Redemptions
|
| |
Additional Redemptions(1)
|
| ||||||||||||||||||
| | |
Number of
Shares |
| |
Percentage of
Outstanding Shares |
| |
Number of
Shares |
| |
Percentage of
Outstanding Shares |
| ||||||||||||
Opendoor Stockholders(2)
|
| | | | 503,980,000 | | | | | | 82.4% | | | | | | 503,980,000 | | | | | | 88.4% | | |
SCH’s public shareholders
|
| | | | 41,400,000 | | | | | | 6.8% | | | | | | — | | | | | | 0.0% | | |
Sponsor & related parties(3)
|
| | | | 26,375,000 | | | | | | 4.3% | | | | | | 26,375,000 | | | | | | 4.6% | | |
Third Party PIPE Investors
|
| | | | 40,000,000 | | | | | | 6.5% | | | | | | 40,000,000 | | | | | | 7.0% | | |
Total
|
| | | | 611,755,000 | | | | | | 100.0% | | | | | | 570,355,000 | | | | | | 100.0% | | |
Sources
|
| |
Uses
|
| ||||||||||||
($ in millions)
|
| | | | | | | | | | | | | | | |
Cash and investments held in trust account(1)
|
| | | $ | 414 | | | |
Cash to balance sheet
|
| | | $ | 979 | | |
PIPE Investment(2)
|
| | | | 600 | | | |
Transaction expenses(3)
|
| | | | 35 | | |
Total sources
|
| | | $ | 1,014 | | | |
Total uses
|
| | | $ | 1,014 | | |
Statements of Operations Data
|
| |
For The Nine Months
Ended September 30, 2020 |
| |
For the Period
From October 18, 2019 to December 31, 2019 |
| ||||||
Revenue
|
| | | $ | — | | | | | $ | — | | |
Formation and operating costs
|
| | | | (6,363,402) | | | | | | (21,631) | | |
Loss from operations
|
| | | | (6,363,402) | | | | | | (21,631) | | |
Other income: | | | | | | | | | | | | | |
Interest income
|
| | | | 42,207 | | | | | | — | | |
Net income/(loss)
|
| | | $ | (6,321,195) | | | | | $ | (21,631) | | |
Weighted average shares basic outstanding and diluted
|
| | | | 10,111,790 | | | | | | 1 | | |
Basic and diluted net loss per ordinary share
|
| | | | (0.63) | | | | | | (21,631) | | |
Balance Sheet Data
|
| |
September 30, 2020
|
| |
December 31, 2019
|
| ||||||
Total assets
|
| | | $ | 414,676,429 | | | | | $ | 52,673 | | |
Total liabilities
|
| | | | 19,990,813 | | | | | | 74,304 | | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 2,435,211 and none issued and outstanding (excluding 38,964,589 and no shares subject to possible redemption) at September 30, 2020 and December 31, 2019, respectively
|
| | | | 244 | | | | | | — | | |
Total stockholders’ equity
|
| | | | 5,000,002 | | | | | | (21,631) | | |
Statement of
Operations Data |
| |
For The Nine
Months Ended September 30, 2020 |
| |
For The Nine
Months Ended September 30, 2019 |
| |
For The
Year Ended December 31, 2019 |
| |
For The
Year Ended December 31, 2018 |
| |
For The
Year Ended December 31, 2017 |
| |
For The
Year Ended December 31, 2016 |
| |
For The
Year Ended December 31, 2015 |
| |||||||||||||||||||||
Revenue: | | | | | 2,334,235 | | | | | | 3,484,929 | | | | | | 4,740,583 | | | | | | 1,838,066 | | | | | | 711,066 | | | | | | 338,742 | | | | | | 53,479 | | |
Cost of revenue
|
| | | | 2,152,803 | | | | | | 3,257,640 | | | | | | 4,439,333 | | | | | | 1,704,638 | | | | | | 644,719 | | | | | | 321,934 | | | | | | 53,214 | | |
Gross profit
|
| | | | 181,432 | | | | | | 227,289 | | | | | | 301,250 | | | | | | 133,428 | | | | | | 66,347 | | | | | | 16,808 | | | | | | 265 | | |
Operating expenses
|
| | | | (301,173) | | | | | | (409,371) | | | | | | (549,084) | | | | | | (297,100) | | | | | | (127,989) | | | | | | (50,214) | | | | | | (10,951) | | |
Net operating loss
|
| | | | (119,741) | | | | | | (182,082) | | | | | | (247,834) | | | | | | (163,672) | | | | | | (61,642) | | | | | | (33,406) | | | | | | (10,686) | | |
Interest expense
|
| | | | (57,393) | | | | | | (81,114) | | | | | | (109,728) | | | | | | (60,456) | | | | | | (23,342) | | | | | | (10,792) | | | | | | (1,298) | | |
Other income / (expense) – Net
|
| | | | (21,600) | | | | | | 16,088 | | | | | | 18,644 | | | | | | (15,424) | | | | | | 217 | | | | | | (2,094) | | | | | | (3,090) | | |
Loss before income taxes
|
| | | | (198,734) | | | | | | (247,108) | | | | | | (338,918) | | | | | | (239,552) | | | | | | (84,767) | | | | | | (46,292) | | | | | | (15,074) | | |
Income tax expense
|
| | | | (234) | | | | | | (340) | | | | | | (252) | | | | | | (377) | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | (198,968) | | | | | | (247,448) | | | | | | (339,170) | | | | | | (239,929) | | | | | | (84,767) | | | | | | (46,292) | | | | | | (15,074) | | |
Less net income attributable to noncontrolling interests
|
| | | | — | | | | | | 1,847 | | | | | | 1,847 | | | | | | 1,362 | | | | | | 62 | | | | | | — | | | | | | — | | |
Net loss attributable to
Opendoor Labs, Inc. |
| | | | (198,968) | | | | | | (249,295) | | | | | | (341,017) | | | | | | (241,291) | | | | | | (84,829) | | | | | | (46,292) | | | | | | (15,074) | | |
Weighted average shares
outstanding basic |
| | | | 53,110 | | | | | | 48,786 | | | | | | 49,444 | | | | | | 48,570 | | | | | | 39,930 | | | | | | N/M(1) | | | | | | N/M(1) | | |
Weighted average shares
outstanding diluted |
| | | | 53,110 | | | | | | 48,786 | | | | | | 49,444 | | | | | | 48,570 | | | | | | 39,930 | | | | | | N/M(1) | | | | | | N/M(1) | | |
Basic net loss per ordinary share
|
| | | $ | (3.75) | | | | | $ | (5.11) | | | | | $ | (6.90) | | | | | $ | (5.12) | | | | | $ | (2.12) | | | | | | N/M(1) | | | | | | N/M(1) | | |
Diluted net loss per ordinary share
|
| | | $ | (3.75) | | | | | $ | (5.28) | | | | | $ | (7.06) | | | | | $ | (5.12) | | | | | $ | (2.12) | | | | | | N/M(1) | | | | | | N/M(1) | | |
Combined Statements of
Cash Flow Data |
| |
For The Nine
Months Ended September 30, 2020 |
| |
For The Nine
Months Ended September 30, 2019 |
| |
For The
Year Ended December 31, 2019 |
| |
For The
Year Ended December 31, 2018 |
| |
For The
Year Ended December 31, 2017 |
| |
For The
Year Ended December 31, 2016 |
| |
For The
Year Ended December 31, 2015 |
| |||||||||||||||||||||
Net cash provided by (used in):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating activities
|
| | | $ | 1,037,354 | | | | | $ | (312,779) | | | | | $ | (272,050) | | | | | $ | (1,179,637) | | | | | $ | (218,553) | | | | | $ | (197,359) | | | | | $ | (78,538) | | |
Investing activities
|
| | | | (50,820) | | | | | | (79,601) | | | | | | (95,078) | | | | | | (7,432) | | | | | | (29,942) | | | | | | (1,026) | | | | | | (412) | | |
Financing activities
|
| | | | (1,027,797) | | | | | | 642,355 | | | | | | 646,179 | | | | | | 1,496,494 | | | | | | 161,177 | | | | | | 334,255 | | | | | | 119,712 | | |
Balance Sheet Data
|
| |
September 30,
2020 |
| |
September 30,
2019 |
| |
December 31,
2019 |
| |
December 31,
2018 |
| |
December 31,
2017 |
| |
December 31,
2016 |
| |
December 31,
2015 |
| |||||||||||||||||||||
Total assets
|
| | | $ | 1,049,167 | | | | | | N/A | | | | | $ | 2,231,684 | | | | | $ | 1,842,295 | | | | | | 514,406 | | | | | | 423,249 | | | | | | 118,607 | | |
Total current liabilities
|
| | | | 179,001 | | | | | | N/A | | | | | | 1,126,382 | | | | | | 1,068,191 | | | | | | 224,755 | | | | | | 113,999 | | | | | | 23,614 | | |
Total liabilities
|
| | | | 376,315 | | | | | | N/A | | | | | | 1,583,285 | | | | | | 1,191,797 | | | | | | 330,960 | | | | | | 164,368 | | | | | | 28,250 | | |
Working capital
|
| | | | 744,458 | | | | | | N/A | | | | | | 961,262 | | | | | | 739,980 | | | | | | 285,944 | | | | | | 307,395 | | | | | | 93,430 | | |
Total stockholders’ deficit
|
| | | | (708,650) | | | | | | N/A | | | | | | (733,103) | | | | | | (413,366) | | | | | | 320,786 | | | | | | 315,855 | | | | | | 107,050 | | |
Total temporary Equity
|
| | | | 1,381,502 | | | | | | N/A | | | | | | 1,381,502 | | | | | | 1,063,864 | | | | | | (137,340) | | | | | | (56,974) | | | | | | (16,693) | | |
| | |
Pro Forma Combined
(Assuming No Redemption) |
| |
Pro Forma Combined
(Assuming Maximum Redemption) |
| ||||||
| | |
(in thousands, except per share amounts)
|
| |||||||||
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data Nine Months Ended September 30, 2020
|
| | | | | | | | | | | | |
Revenue
|
| | | $ | 2,334,235 | | | | | $ | 2,334,235 | | |
Net loss per share – basic and diluted
|
| | | $ | (0.31) | | | | | $ | (0.33) | | |
Weighted-average shares outstanding – basic and diluted
|
| | | | 541,918 | | | | | | 500,518 | | |
Statement of Operations Data Year Ended December 31, 2019 | | | | | | | | | | | | | |
Revenue
|
| | | $ | 4,740,583 | | | | | $ | 4,740,583 | | |
Net loss per share – basic and diluted
|
| | | $ | (0.63) | | | | | $ | (0.69) | | |
Weighted-average shares outstanding – basic and diluted
|
| | | | 541,918 | | | | | | 500,518 | | |
Summary Unaudited Pro Forma Condensed Combined Balance Sheet
Data as of September 30, 2020 |
| | | | | | | | | | | | |
Total assets
|
| | | $ | 2,013,360 | | | | | $ | 1,599,318 | | |
Total liabilities
|
| | | $ | 361,992 | | | | | $ | 361,992 | | |
Total stockholders’ equity
|
| | | $ | 1,651,368 | | | | | $ | 1,237,326 | | |
| | | | | | | | | | | | | | |
Combined Pro Forma
|
| |
Opendoor Equivalent
Per Share Pro Forma (2) |
| ||||||||||||||||||
| | | | | | | | | | | | | | |
Pro Forma
Combined (Assuming No Redemption) |
| |
Pro Forma
Combined (Assuming Maximum Redemption) |
| ||||||||||||||||||
| | |
Opendoor
(Historical) |
| |
Social Capital
(Historical) |
| |
Assuming No
Redemption |
| |
Assuming
Maximum Redemption |
| ||||||||||||||||||||||||
As of and for the Nine months ended September 30, 2020
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Book Value per share(1)
|
| | | $ | (13.34) | | | | | $ | 0.49 | | | | | $ | 3.05 | | | | | $ | 2.47 | | | | | $ | 4.91 | | | | | $ | 3.98 | | |
Weighted average shares outstanding – basic
|
| | | | 53,110,073 | | | | | | 10,111,790 | | | | | | 541,918,132 | | | | | | 500,518,132 | | | | | | 430,163,132 | | | | | | 430,163,132 | | |
Weighted average shares outstanding — diluted
|
| | | | 53,110,073 | | | | | | 10,111,790 | | | | | | 541,918,132 | | | | | | 500,518,132 | | | | | | 430,163,132 | | | | | | 430,163,132 | | |
Basic net loss per share
|
| | | $ | (3.75) | | | | | $ | (0.63) | | | | | $ | (0.31) | | | | | $ | (0.33) | | | | | $ | (0.49) | | | | | $ | (0.54) | | |
Diluted net loss per share
|
| | | $ | (3.75) | | | | | $ | (0.63) | | | | | $ | (0.31) | | | | | $ | (0.33) | | | | | $ | (0.49) | | | | | $ | (0.54) | | |
As of and for the Year ended December 31, 2019
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding – basic
|
| | | | 49,444,127 | | | | | | 1 | | | | | | 541,918,132 | | | | | | 500,518,132 | | | | | | 430,163,132 | | | | | | 430,163,132 | | |
Weighted average shares outstanding – diluted
|
| | | | 49,444,127 | | | | | | 1 | | | | | | 541,918,132 | | | | | | 500,518,132 | | | | | | 430,163,132 | | | | | | 430,163,132 | | |
Basic net loss per share
|
| | | $ | (6.90) | | | | | $ | (21,631) | | | | | $ | (0.63) | | | | | $ | (0.69) | | | | | $ | (1.02) | | | | | $ | (1.10) | | |
Diluted net loss per share
|
| | | $ | (7.06) | | | | | $ | (21,631) | | | | | $ | (0.63) | | | | | $ | (0.69) | | | | | $ | (1.02) | | | | | $ | (1.10) | | |
($ in millions)
|
| |
2020E
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| ||||||||||||
Total Revenue
|
| | | $ | 2,455 | | | | | $ | 3,456 | | | | | $ | 6,183 | | | | | $ | 9,767 | | |
Adjusted Gross Profit(1)
|
| | | | 172 | | | | | | 269 | | | | | | 521 | | | | | | 892 | | |
Adjusted EBITDA(2)
|
| | | | (141) | | | | | | (185) | | | | | | (123) | | | | | | 9 | | |
| | | |
The Cayman Constitutional Documents
|
| |
The Proposed Organizational Documents
|
|
|
Authorized Shares (Organizational Documents Proposal A)
|
| |
The Cayman Constitutional Documents authorize 555,000,000 shares, consisting of 500,000,000 SCH Class A ordinary shares, 50,000,000 SCH Class B ordinary shares and 5,000,000 preferred shares.
|
| |
The Proposed Organizational Documents authorize shares, consisting of shares of Opendoor Technologies common stock and shares of Opendoor Technologies preferred stock.
|
|
| | | |
See paragraph 5 of the Existing Memorandum.
|
| |
See Article Fourth of the Proposed Certificate of Incorporation.
|
|
|
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent (Organizational Documents
Proposal B) |
| |
The Cayman Constitutional Documents authorize the issuance of 5,000,000 preferred shares with such designation, rights and preferences as may be determined from time to time by SCH’s board of directors. Accordingly, SCH’s board of directors is empowered under the Cayman Constitutional Documents, without shareholder approval, to issue preferred shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares (except to the extent it may affect the ability of SCH to carry out a conversion of SCH Class B ordinary shares
|
| |
The Proposed Organizational Documents authorize the Board to issue all or any shares of preferred stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the Board may determine.
|
|
| | | |
The Cayman Constitutional Documents
|
| |
The Proposed Organizational Documents
|
|
| | | |
on the Closing Date, as contemplated by the Existing Articles).
|
| | | |
| | | |
See paragraph 5 of the Existing Memorandum and Articles 3 and 17 of the Existing Articles.
|
| |
See Article Fifth, subsection (B) of the Proposed Certificate of Incorporation.
|
|
|
Classified Board (Organizational Documents
Proposal C) |
| |
The Cayman Constitutional Documents provide that SCH board of directors shall be composed of one class.
|
| |
The Proposed Organizational Documents provide that the Board be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term.
|
|
| | | |
See Article 29 of the Existing Articles.
|
| |
See Article Sixth of the Proposed Certificate of Incorporation.
|
|
|
Corporate Name (Organizational Documents
Proposal D) |
| |
The Cayman Constitutional Documents provide that the name of the company is “Social Capital Hedosophia Holdings Corp. II”
|
| |
The Proposed Organizational Documents provide that the name of the corporation will be “Opendoor Technologies Inc.”
|
|
| | | |
See paragraph 1 of the Existing Memorandum.
|
| |
See Article First of the Proposed Certificate of Incorporation.
|
|
|
Perpetual Existence (Organizational Documents Proposal D)
|
| |
The Cayman Constitutional Documents provide that if SCH does not consummate a business combination (as defined in the Cayman Constitutional Documents) April 30, 2022, SCH will cease all operations except for the purposes of winding up and will redeem the public shares and liquidate SCH’s trust account.
|
| |
The Proposed Organizational Documents do not include any provisions relating to Opendoor Technologies’ ongoing existence; the default under the DGCL will make Opendoor Technologies’ existence perpetual.
|
|
| | | |
See Article 49 of the Cayman Constitutional Documents.
|
| |
Default rule under the DGCL.
|
|
|
Exclusive Forum (Organizational Documents
Proposal D) |
| |
The Cayman Constitutional Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.
|
| |
The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation.
|
|
| | | | | | |
See Article Twelfth of the Proposed Certificate of Incorporation.
|
|
|
Takeovers by Interested
Stockholders (Organizational Documents Proposal D) |
| |
The Cayman Constitutional Documents do not provide restrictions on takeovers of SCH by a related shareholder following a business combination.
|
| |
The Proposed Organizational Documents will have Opendoor Technologies elect not to be governed by Section 203 of the DGCL relating to takeovers by interested stockholders but will provide other similar restrictions regarding takeovers by interested stockholders.
|
|
| | | | | | |
See Article Tenth of the Proposed Certificate of Incorporation.
|
|
|
Provisions Related to Status as Blank Check Company (Organizational Documents
Proposal D) |
| |
The Cayman Constitutional Documents include various provisions related to SCH’s status as a blank check company prior to the consummation of a business combination.
|
| |
The Proposed Organizational Documents do not include such provisions related to SCH’s status as a blank check company, which no longer will apply upon consummation of the Merger, as SCH will cease to be a blank check company at such time.
|
|
| | | |
See Article 49 of the Cayman Constitutional Documents.
|
| | | |
Name and Position
|
| |
Dollar Value
($) |
| |
Number of RSUs
(#) |
| ||||||
Eric Wu
|
| |
|
| |
|
| ||||||
President and Chief Executive Officer | | | | | | | | | | | | | |
Gautam Gupta
|
| | | | — | | | | | | — | | |
Strategic Advisor and former Chief Financial Officer and Chief Operating Officer | | | | | | | | | | | | | |
Jason Child
|
| | | | — | | | | | | — | | |
Former Chief Financial Officer | | | | | | | | | | | | | |
Julie Todaro
|
| | | | — | | | | | | — | | |
President of Homes and Services | | | | | | | | | | | | | |
Tom Willerer
|
| | | | — | | | | | | — | | |
Chief Product Officer | | | | | | | | | | | | | |
Ian Wong
|
| | | | — | | | | | | — | | |
Chief Technology Officer | | | | | | | | | | | | | |
Executive Group
|
| |
|
| |
|
| ||||||
Non-Executive Director Group
|
| | | | — | | | | | | — | | |
Non-Executive Officer Employee Group
|
| | | | — | | | | | | — | | |
(in thousands, except for share and per share amounts)
|
| | | | | | |
Shares transferred at Closing(1)
|
| | | | 500,000,000 | | |
Value per share(2)
|
| | | | 10.00 | | |
Total Share Consideration
|
| | | $ | 5,000,000 | | |
| | |
Assuming
No Redemption (Shares) |
| |
%
|
| |
Assuming
Maximum Redemptions (Shares) |
| |
%
|
| ||||||||||||
Opendoor stockholders(1)
|
| | | | 503,980,000 | | | | | | 82.4% | | | | | | 503,980,000 | | | | | | 88.4% | | |
SCH’s public shareholders
|
| | | | 41,400,000 | | | | | | 6.8% | | | | | | — | | | | | | 0.0% | | |
Sponsor & related parties(2)
|
| | | | 26,375,000 | | | | | | 4.3% | | | | | | 26,375,000 | | | | | | 4.6% | | |
Third Party PIPE Investors
|
| | | | 40,000,000 | | | | | | 6.5% | | | | | | 40,000,000 | | | | | | 7.0% | | |
Pro Forma Common Stock at Closing
|
| | | | 611,755,000 | | | | | | 100.0% | | | | | | 570,355,000 | | | | | | 100.0% | | |
| | |
As of
September 30, 2020 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
As of
September 30, 2020 |
| | | | | | | | | | |
As of
September 30, 2020 |
| |||||||||||||||
(in thousands)
|
| |
Opendoor
(Historical) |
| |
Social
Capital (Historical) |
| |
Reclassification
Adjustments (Note 2) |
| |
Conversion
of Warrants |
| | | | |
Pro Forma
Adjustments (Assuming No Redemption) |
| | | | |
Pro Forma
Combined (Assuming No Redemption) |
| |
Pro Forma
Adjustments (Assuming Maximum Redemption) |
| | | | |
Pro Forma
Combined (Assuming Maximum Redemption) |
| ||||||||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 469,365 | | | | | $ | — | | | | | $ | 250 | | | | | | — | | | | | | | | $ | 414,042 | | | |
B
|
| | | $ | 1,441,196 | | | | | $ | (414,042) | | | |
K
|
| | | $ | 1,027,154 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 600,050 | | | |
C
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (14,490) | | | |
D
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (27,911) | | | |
E
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (110) | | | |
F
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Cash
|
| | | | — | | | | | | 250 | | | | | | (250) | | | | |
|
—
|
| | | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Restricted cash
|
| | | | 174,194 | | | | | | — | | | | | | — | | | | | | | | | | | | | | | — | | | | | | | | | 174,194 | | | | | | — | | | | | | | | | 174,194 | | |
Prepaid expenses
|
| | | | — | | | | | | 384 | | | | | | (384) | | | | | | — | | | | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Marketable securities
|
| | | | 82,131 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 82,131 | | | | | | — | | | | | | | | | 82,131 | | |
Mortgage loans held for sale pledged under
agreements to repurchase |
| | | | 13,984 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 13,984 | | | | | | — | | | | | | | | | 13,984 | | |
Escrow receivable
|
| | | | 2,641 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 2,641 | | | | | | — | | | | | | | | | 2,641 | | |
Real estate inventory, net
|
| | | | 151,512 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 151,512 | | | | | | — | | | | | | | | | 151,512 | | |
Other current assets
|
| | | | 29,632 | | | | | | — | | | | | | 384 | | | | | | — | | | | | | | | | (8,022) | | | |
E
|
| | | | 21,994 | | | | | | — | | | | | | | | | 21,994 | | |
Total current assets
|
| | | | 923,459 | | | | | | 634 | | | | | | — | | | | | | — | | | | | | | | | 963,559 | | | | | | | | | 1,887,652 | | | | | | (414,042) | | | | | | | | | 1,473,610 | | |
Cash and Marketable securities held in Trust
Account |
| | | | — | | | | | | 414,042 | | | | | | — | | | | |
|
—
|
| | | | | | | | (414,042) | | | |
B
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Property and equipment – Net
|
| | | | 29,434 | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | | | | — | | | | | | | | | 29,434 | | | | | | — | | | | | | | | | 29,434 | | |
Right of use assets
|
| | | | 51,842 | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | | | | — | | | | | | | | | 51,842 | | | | | | — | | | | | | | | | 51,842 | | |
Goodwill
|
| | | | 30,945 | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | | | | — | | | | | | | | | 30,945 | | | | | | — | | | | | | | | | 30,945 | | |
Intangibles – Net
|
| | | | 9,266 | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | | | | — | | | | | | | | | 9,266 | | | | | | — | | | | | | | | | 9,266 | | |
Other assets
|
| | | | 4,221 | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | | | | — | | | | | | | | | 4,221 | | | | | | — | | | | | | | | | 4,221 | | |
TOTAL ASSETS
|
| | | | 1,049,167 | | | | | | 414,676 | | | | | | — | | | | | | — | | | | | | | | | 549,517 | | | | | | | | | 2,013,360 | | | | | | (414,042) | | | | | | | | | 1,599,318 | | |
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable and other accrued liabilities
|
| | | | 37,998 | | | | | | — | | | | | | 4,361 | | | | | | (6,440) | | | |
A
|
| | | | (12,134) | | | |
E
|
| | | | 23,675 | | | | | | — | | | | | | | | | 23,675 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (110) | | | |
F
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Accrued expenses
|
| | | | — | | | | | | 4,361 | | | | | | (4,361) | | | | |
|
—
|
| | | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Current portion of credit facilities and other
secured borrowings |
| | | | 121,909 | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | | | | — | | | | | | | | | 121,909 | | | | | | — | | | | | | | | | 121,909 | | |
Interest payable
|
| | | | 1,846 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 1,846 | | | | | | — | | | | | | | | | 1,846 | | |
Lease liabilities, current portion
|
| | | | 17,248 | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | | | | — | | | | | | | | | 17,248 | | | | | | — | | | | | | | | | 17,248 | | |
Promissory note – related party
|
| | | | — | | | | | | 1,138 | | | | | | — | | | | |
|
—
|
| | | | | | | | (1,138) | | | |
E
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Total current liabilities
|
| | | | 179,001 | | | | | | 5,499 | | | | | | — | | | | | | (6,440) | | | | | | | | | (13,382) | | | | | | | | | 164,678 | | | | | | — | | | | | | | | | 164,678 | | |
Deferred underwriting fee payable
|
| | | | | | | | | | 14,490 | | | | | | — | | | | | | | | | | | | | | | (14,490) | | | |
D
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Credit facilities – net of current portion
|
| | | | 149,035 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 149,035 | | | | | | — | | | | | | | | | 149,035 | | |
Lease liabilities – net of current portion
|
| | | | 48,182 | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | | | | — | | | | | | | | | 48,182 | | | | | | — | | | | | | | | | 48,182 | | |
Other liabilities
|
| | | | 97 | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | | | | — | | | | | | | | | 97 | | | | | | — | | | | | | | | | 97 | | |
Total liabilities
|
| | | | 376,315 | | | | | | 19,989 | | | | | | — | | | | | | (6,440) | | | | | | | | | (27,872) | | | | | | | | | 361,992 | | | | | | — | | | | | | | | | 361,992 | | |
|
| | |
As of
September 30, 2020 |
| | | | | | | | | | | | | | | | | | | | | | | | | |
As of
September 30, 2020 |
| | | | | | | | | | |
As of
September 30, 2020 |
| |||||||||||||||
(in thousands)
|
| |
Opendoor
(Historical) |
| |
Social
Capital (Historical) |
| |
Reclassification
Adjustments (Note 2) |
| |
Conversion
of Warrants |
| | | | |
Pro Forma
Adjustments (Assuming No Redemption) |
| | | | |
Pro Forma
Combined (Assuming No Redemption) |
| |
Pro Forma
Adjustments (Assuming Maximum Redemption) |
| | | | |
Pro Forma
Combined (Assuming Maximum Redemption) |
| ||||||||||||||||||||||||
TEMPORARY EQUITY: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption
|
| | | | — | | | | | | 389,686 | | | | | | — | | | | |
|
—
|
| | | | | | | | (389,686) | | | |
G
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Series A convertible preferred stock
|
| | | | 9,763 | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | | | | (9,763) | | | |
H
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Series B convertible preferred stock
|
| | | | 20,049 | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | | | | (20,049) | | | |
H
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Series C convertible preferred stock
|
| | | | 80,519 | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | | | | (80,519) | | | |
H
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Series D convertible preferred stock
|
| | | | 257,951 | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | | | | (257,951) | | | |
H
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Series E convertible preferred stock
|
| | | | 1,013,220 | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | | | | (1,013,220) | | | |
H
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Total temporary equity
|
| | | | 1,381,502 | | | | | | 389,686 | | | | | | — | | | | | | — | | | | | | | | | (1,771,188) | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Stockholders’ Equity (Deficit) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred shares
|
| | | | — | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Class A ordinary shares
|
| | | | — | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Class B ordinary shares
|
| | | | — | | | | | | 1 | | | | | | — | | | | |
|
—
|
| | | | | | | | (1) | | | |
I
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Common Stock
|
| | | | — | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | | | | 6 | | | |
C
|
| | | | 61 | | | | | | (4) | | | |
K
|
| | | | 57 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4 | | | |
G
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1 | | | |
I
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 50 | | | |
H
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Additional paid-in capital
|
| | | | 280,657 | | | | | | 11,342 | | | | | | — | | | | | | 6,440 | | | |
A
|
| | | | 600,044 | | | |
C
|
| | | | 2,640,614 | | | | | | (414,038) | | | |
K
|
| | | | 2,226,576 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 389,682 | | | |
G
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (493) | | | |
J
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,381,452 | | | |
H
|
| | | | — | | | | | | — | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (28,510) | | | |
E
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Accumulated other comprehensive income (loss)
|
| | | | 144 | | | | | | — | | | | | | — | | | | |
|
—
|
| | | | | | | | — | | | | | | | | | 144 | | | | | | — | | | | | | | | | 144 | | |
Accumulated deficit
|
| | | | (989,451) | | | | | | (6,342) | | | | | | — | | | | | | — | | | | | | | | | 5,849 | | | |
E
|
| | | | (989,451) | | | | | | — | | | | | | | | | (989,451) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 493 | | | |
J
|
| | | | — | | | | | | — | | | | | | | | | | | |
Total stockholders’ equity (deficit)
|
| | | | (708,650) | | | | | | 5,001 | | | | | | — | | | | | | 6,440 | | | | | | | | | 2,348,577 | | | | | | | | | 1,651,368 | | | | | | (414,042) | | | | | | | | | 1,237,326 | | |
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT
|
| | | | 1,049,167 | | | | | | 414,676 | | | | | | — | | | | | | — | | | | | | | | | 549,517 | | | | | | | | | 2,013,360 | | | | | | (414,042) | | | | | | | | | 1,599,318 | | |
|
| | |
For the Nine Months Ended
September 30, 2020 |
| |
Pro Forma
Adjustments (Assuming No and Maximum Redemption) |
| | | | |
For the Nine
Months Ended September 30, 2020 |
| |||||||||||||||
(in thousands, except per share data)
|
| |
Opendoor
(Historical) |
| |
Social Capital
(Historical) |
| | | | |
Pro Forma
Combined (Assuming No and Maximum Redemption) |
| |||||||||||||||
Revenue
|
| | | | 2,334,235 | | | | | | — | | | | | | — | | | | | | | | | 2,334,235 | | |
Cost of revenue
|
| | | | 2,152,803 | | | | | | — | | | | | | — | | | | | | | | | 2,152,803 | | |
Gross profit
|
| | | | 181,432 | | | | | | — | | | | | | — | | | | | | | | | 181,432 | | |
Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Formation and operating costs
|
| | | | — | | | | | | (6,363) | | | | | | 5,849 | | | |
AA
|
| | | | (514) | | |
Sales, marketing and operations
|
| | | | (156,290) | | | | | | — | | | | | | — | | | | | | | | | (156,290) | | |
General and administrative
|
| | | | (99,074) | | | | | | — | | | | | | — | | | | | | | | | (99,074) | | |
Technology and development
|
| | | | (45,809) | | | | | | — | | | | | | — | | | | | | | | | (45,809) | | |
Total operating costs and expenses
|
| | | | (301,173) | | | | | | (6,363) | | | | | | 5,849 | | | | | | | | | (301,687) | | |
Net operating loss
|
| | | | (119,741) | | | | | | (6,363) | | | | | | 5,849 | | | | | | | | | (120,255) | | |
Derivative and warrant fair value adjustment
|
| | | | (25,219) | | | | | | — | | | | | | 1,902 | | | |
BB
|
| | | | — | | |
| | | | | | | | | | | | | | | | | 23,317 | | | |
CC
|
| | | | — | | |
Interest expense
|
| | | | (57,393) | | | | | | — | | | | | | 7,837 | | | |
DD
|
| | | | (49,556) | | |
Interest income
|
| | | | — | | | | | | 42 | | | | | | (42) | | | |
EE
|
| | | | — | | |
Other income, net
|
| | | | 3,619 | | | | | | — | | | | | | — | | | | | | | | | 3,619 | | |
Loss before income taxes
|
| | | | (198,734) | | | | | | (6,321) | | | | | | 38,863 | | | | | | | | | (166,192) | | |
Income tax expense
|
| | | | (234) | | | | | | — | | | | | | — | | | |
FF
|
| | | | (234) | | |
Net loss
|
| | | | (198,968) | | | | | | (6,321) | | | | | | 38,863 | | | | | | | | | (166,426) | | |
Less net income attributable noncontrolling interest
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | |
Net loss
|
| | | | (198,968) | | | | | | (6,321) | | | | | | 38,863 | | | | | | | | | (166,426) | | |
|
| | | | | | | | | | | | | | |
Assuming No
Redemption |
| | | | |
Assuming
Maximum Redemption |
| ||||||
Weighted average shares outstanding of common stock – basic
|
| | | | 53,110 | | | | | | 10,112 | | | | | | 541,918 | | | | | | | | | 500,518 | | |
Weighted average shares outstanding of common stock – diluted
|
| | | | 53,110 | | | | | | 10,112 | | | | | | 541,918 | | | | | | | | | 500,518 | | |
Basic net income (loss) per share
|
| | | $ | (3.75) | | | | | $ | (0.63) | | | | | $ | (0.31) | | | | | | | | $ | (0.33) | | |
Diluted net income (loss) per share
|
| | | $ | (3.75) | | | | | $ | (0.63) | | | | | $ | (0.31) | | | | | | | | $ | (0.33) | | |
| | |
For the Year ended
December 31, 2019 |
| |
Pro Forma
Adjustments (Assuming No and Maximum Redemption) |
| | | | |
For the Year
ended December 31, 2019 |
| |||||||||||||||
(in thousands, except per share data)
|
| |
Opendoor
(Historical) |
| |
Social
Capital (Historical) |
| | | | |
Pro Forma
Combined (Assuming No and Maximum Redemption) |
| |||||||||||||||
Revenue
|
| | | | 4,740,583 | | | | | | — | | | | | | — | | | | | | | | | 4,740,583 | | |
Cost of revenue
|
| | | | 4,439,333 | | | | | | — | | | | | | — | | | | | | | | | 4,439,333 | | |
Gross profit
|
| | | | 301,250 | | | | | | — | | | | | | — | | | | | | | | | 301,250 | | |
Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Formation and operating costs
|
| | | | — | | | | | | (22) | | | | | | — | | | | | | | | | (22) | | |
Sales, marketing and operations
|
| | | | (384,416) | | | | | | — | | | | | | — | | | | | | | | | (384,416) | | |
General and administrative
|
| | | | (113,446) | | | | | | — | | | | | | — | | | | | | | | | (113,446) | | |
Technology and development
|
| | | | (51,222) | | | | | | — | | | | | | — | | | | | | | | | (51,222) | | |
Total operating costs and expenses
|
| | | | (549,084) | | | | | | (22) | | | | | | — | | | | | | | | | (549,106) | | |
Net operating loss
|
| | | | (247,834) | | | | | | (22) | | | | | | — | | | | | | | | | (247,856) | | |
Derivative and warrant fair value adjustment
|
| | | | 6,243 | | | | | | — | | | | | | (6,243) | | | |
BB
|
| | | | — | | |
Interest expense
|
| | | | (109,728) | | | | | | — | | | | | | 4,123 | | | |
DD
|
| | | | (105,605) | | |
Interest income
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | |
Other income, net
|
| | | | 12,401 | | | | | | — | | | | | | — | | | | | | | | | 12,401 | | |
Loss before income taxes
|
| | | | (338,918) | | | | | | (22) | | | | | | (2,120) | | | | | | | | | (341,060) | | |
Income tax expense
|
| | | | (252) | | | | | | — | | | | | | — | | | |
FF
|
| | | | (252) | | |
Net loss
|
| | | | (339,170) | | | | | | (22) | | | | | | (2,120) | | | | | | | | | (341,312) | | |
Less net income attributable noncontrolling interest
|
| | | | 1,847 | | | | | | — | | | | | | — | | | | | | | | | 1,847 | | |
Net loss
|
| | | | (341,017) | | | | | | (22) | | | | | | (2,120) | | | | | | | | | (343,159) | | |
|
| | | | | | | | | | | | | | |
Assuming No
Redemptions |
| | | | |
Assuming
Maximum Redemptions |
| ||||||
Weighted average shares outstanding of common stock – basic
|
| | | | 49,444 | | | | | | 1 | | | | | | 541,918 | | | | | | | | | 500,518 | | |
Weighted average shares outstanding of common stock – diluted
|
| | | | 49,444 | | | | | | 1 | | | | | | 541,918 | | | | | | | | | 500,518 | | |
Basic net income (loss) per share
|
| | | $ | (6.90) | | | | | $ | (21,631) | | | | | $ | (0.63) | | | | | | | | $ | (0.69) | | |
Diluted net income (loss) per share
|
| | | $ | (7.06) | | | | | $ | (21,631) | | | | | $ | (0.63) | | | | | | | | $ | (0.69) | | |
(in thousands)
|
| |
Amount
|
| |||
Costs related to issuance of equity | | | | | | | |
Opendoor | | | | | | | |
Amounts previously capitalized and paid
|
| | | | 140 | | |
Amounts previously capitalized and not paid
|
| | | | 7,882 | | |
Amounts expected as part of the Transaction
|
| | | | 12,952 | | |
Subtotal | | | | | 20,974 | | |
SCH | | | | | | | |
Amounts previously incurred and paid
|
| | | | 459 | | |
Amounts previously incurred but not paid
|
| | | | 5,390 | | |
Amounts expected as part of the Transaction
|
| | | | 1,687 | | |
Subtotal | | | | | 7,536 | | |
Grand Total
|
| | |
|
28,510
|
| |
| | |
For the Nine Months Ended
September 30, 2020 |
| |
For the Year ended
December 31, 2019 |
| ||||||||||||||||||
(in thousands, except per share data)
|
| |
Assuming No
Redemption |
| |
Assuming
Maximum Redemption |
| |
Assuming No
Redemption |
| |
Assuming
Maximum Redemption |
| ||||||||||||
Pro forma net loss
|
| | | | (166,426) | | | | | | (166,426) | | | | | | (343,159) | | | | | | (343,159) | | |
Weighted average shares outstanding of common stock(1)
|
| | | | 541,918 | | | | | | 500,518 | | | | | | 541,918 | | | | | | 500,518 | | |
Net loss per share (Basic and Diluted) attributable to common stockholders(1)(2)
|
| | | $ | (0.31) | | | | | $ | (0.33) | | | | | $ | (0.63) | | | | | $ | (0.69) | | |
Name
|
| |
Age
|
| |
Position
|
|
Chamath Palihapitiya | | |
44
|
| | Chief Executive Officer and Chairman of the Board of Directors | |
Ian Osborne | | |
37
|
| | President and Director | |
Steven Trieu | | |
41
|
| | Chief Financial Officer | |
Simon Williams | | |
40
|
| | General Counsel and Secretary | |
Adam Bain | | |
47
|
| | Director | |
David Spillane | | |
45
|
| | Director | |
Cipora Herman | | |
46
|
| | Director | |
| | |
Nine Months Ended September 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
(in whole numbers)
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
Number of markets (at period end)
|
| | | | 21 | | | | | | 20 | | | | | | 21 | | | | | | 18 | | | | | | 6 | | |
| | |
Nine Months Ended September 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
(in thousands, except percentages)
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
Gross profit (GAAP)
|
| | | $ | 181,432 | | | | | $ | 227,289 | | | | | $ | 301,250 | | | | | $ | 133,428 | | | | | $ | 66,347 | | |
Gross Margin
|
| | | | 7.8% | | | | | | 6.5% | | | | | | 6.4% | | | | | | 7.3% | | | | | | 9.3% | | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net inventory impairment(1)
|
| | | | (10,288) | | | | | | (1,224) | | | | | | (4,578) | | | | | | 12,684 | | | | | | (75) | | |
Restructuring in cost of revenue(2)
|
| | | | 1,902 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Adjusted Gross Profit
|
| | | | 173,046 | | | | | | 226,065 | | | | | | 296,672 | | | | | | 146,112 | | | | | | 66,272 | | |
Adjusted Gross Margin
|
| | | | 7.4% | | | | | | 6.5% | | | | | | 6.3% | | | | | | 7.9% | | | | | | 9.3% | | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Direct selling costs(3)
|
| | | | (67,685) | | | | | | (110,907) | | | | | | (149,221) | | | | | | (62,396) | | | | | | (25,879) | | |
Holding costs on sales – Current Period(4)(5)
|
| | | | (15,276) | | | | | | (28,676) | | | | | | (42,837) | | | | | | (15,881) | | | | | | (7,215) | | |
Holding costs on sales – Prior Periods(4)(6)
|
| | | | (11,419) | | | | | | (12,652) | | | | | | (12,561) | | | | | | (3,192) | | | | | | (1,946) | | |
Contribution Profit
|
| | | | 78,666 | | | | | | 73,830 | | | | | | 92,053 | | | | | | 64,643 | | | | | | 31,232 | | |
Contribution Margin
|
| | | | 3.4% | | | | | | 2.1% | | | | | | 1.9% | | | | | | 3.5% | | | | | | 4.4% | | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest on homes sold – Current Period(7)(8)
|
| | | | (16,779) | | | | | | (35,887) | | | | | | (51,388) | | | | | | (18,309) | | | | | | (5,962) | | |
Interest on homes sold –
Prior Periods(7)(9) |
| | | | (10,477) | | | | | | (12,991) | | | | | | (13,179) | | | | | | (3,091) | | | | | | (1,488) | | |
|
| | |
Nine Months Ended September 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
(in thousands, except percentages)
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
Contribution Profit After
Interest |
| | |
|
51,410
|
| | | |
|
24,952
|
| | | |
|
27,486
|
| | | |
|
43,243
|
| | | |
|
23,782
|
| |
Contribution Margin After Interest
|
| | | | 2.2% | | | | | | 0.7% | | | | | | 0.6% | | | | | | 2.4% | | | | | | 3.3% | | |
| | |
Nine Months Ended September 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
(in thousands, except percentages)
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
Net loss (GAAP)
|
| | | $ | (198,968) | | | | | $ | (247,448) | | | | | $ | (339,170) | | | | | $ | (239,929) | | | | | $ | (84,767) | | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stock-based compensation
|
| | | | 9,162 | | | | | | 9,990 | | | | | | 13,196 | | | | | | 14,966 | | | | | | 3,761 | | |
Derivative and warrant fair value adjustment(1)
|
| | | | 25,219 | | | | | | (6,644) | | | | | | (6,243) | | | | | | 18,022 | | | | | | 32 | | |
Intangibles amortization expense(2)
|
| | | | 3,134 | | | | | | 1,888 | | | | | | 2,945 | | | | | | 613 | | | | | | — | | |
Net impairment(3)
|
| | | | (10,288) | | | | | | (1,224) | | | | | | (4,578) | | | | | | 12,684 | | | | | | (75) | | |
Restructuring(4)
|
| | | | 30,541 | | | | | | 2,183 | | | | | | 3,428 | | | | | | — | | | | | | — | | |
Convertible note PIK interest, amortization and derivative fair value adjustment(5)
|
| | | | 7,824 | | | | | | 1,596 | | | | | | 4,102 | | | | | | 478 | | | | | | 16 | | |
Other(6)
|
| | | | (367) | | | | | | (556) | | | | | | (498) | | | | | | 1,271 | | | | | | 425 | | |
Adjusted Net Loss
|
| | | | (133,743) | | | | | | (240,215) | | | | | | (326,818) | | | | | | (191,895) | | | | | | (80,608) | | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization, excluding intangibles amortization expense
|
| | | | 17,011 | | | | | | 10,449 | | | | | | 15,043 | | | | | | 4,572 | | | | | | 1,160 | | |
Property financing(7)
|
| | | | 32,010 | | | | | | 63,836 | | | | | | 84,314 | | | | | | 47,725 | | | | | | 15,988 | | |
Other interest expense(8)
|
| | | | 17,559 | | | | | | 15,682 | | | | | | 21,312 | | | | | | 12,253 | | | | | | 7,338 | | |
Interest income(9)
|
| | | | (4,007) | | | | | | (9,023) | | | | | | (11,999) | | | | | | (3,869) | | | | | | (674) | | |
Income tax expense
|
| | | | 234 | | | | | | 340 | | | | | | 252 | | | | | | 377 | | | | | | 0 | | |
Adjusted EBITDA
|
| | | | (70,936) | | | | | | (158,931) | | | | | | (217,896) | | | | | | (130,837) | | | | | | (56,796) | | |
Adjusted EBITDA Margin
|
| | | | (3.0)% | | | | | | (4.6)% | | | | | | (4.6)% | | | | | | (7.1)% | | | | | | (8.0)% | | |
| | |
Nine Months Ended September 30,
|
| |
Change in
|
| |||||||||||||||
(in thousands, except percentages)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| |||||||||
Revenue
|
| | | $ | 2,334,235 | | | | | $ | 3,484,929 | | | | | $ | (1,150,694) | | | |
(33)%
|
|
Cost of revenue
|
| | | | 2,152,803 | | | | | | 3,257,640 | | | | | | (1,104,837) | | | |
(34)%
|
|
Gross profit
|
| | | | 181,432 | | | | | | 227,289 | | | | | | (45,857) | | | |
(20)%
|
|
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | |
Sales, marketing and operations
|
| | | | 156,290 | | | | | | 291,375 | | | | | | (135,085) | | | |
(46)%
|
|
General and administrative
|
| | | | 99,074 | | | | | | 80,781 | | | | | | 18,293 | | | |
23%
|
|
Technology and development
|
| | | | 45,809 | | | | | | 37,215 | | | | | | 8,594 | | | |
23%
|
|
Total operating expenses
|
| | | | 301,173 | | | | | | 409,371 | | | | | | (108,198) | | | |
(26)%
|
|
Net operating loss
|
| | | | (119,741) | | | | | | (182,082) | | | | | | 62,341 | | | |
(34)%
|
|
Derivative and warrant fair value adjustment
|
| | | | (25,219) | | | | | | 6,644 | | | | | | (31,863) | | | |
(480)%
|
|
Interest expense
|
| | | | (57,393) | | | | | | (81,114) | | | | | | 23,721 | | | |
(29)%
|
|
Other income-net
|
| | | | 3,619 | | | | | | 9,444 | | | | | | (5,825) | | | |
(62)%
|
|
Loss before income taxes
|
| | | | (198,734) | | | | | | (247,108) | | | | | | 48,374 | | | |
(20)%
|
|
Income tax expense
|
| | | | (234) | | | | | | (340) | | | | | | 106 | | | |
(31)%
|
|
Net loss
|
| | | | (198,968) | | | | | | (247,448) | | | | | | 48,480 | | | |
(20)%
|
|
Less net income attributable to noncontrolling interest
|
| | | | — | | | | | | 1,847 | | | | | | (1,847) | | | |
(100)%
|
|
Net loss attributable to Opendoor Labs Inc.
|
| | | $ | (198,968) | | | | | $ | (249,295) | | | | | $ | 50,327 | | | |
(20)%
|
|
| | |
Year Ended December 31,
|
| |
Change in
|
| |||||||||||||||
(in thousands, except percentages)
|
| |
2019
|
| |
2018
|
| |
$
|
| |
%
|
| |||||||||
Revenue
|
| | | $ | 4,740,583 | | | | | $ | 1,838,066 | | | | | $ | 2,902,517 | | | |
158%
|
|
Cost of revenue
|
| | | | 4,439,333 | | | | | | 1,704,638 | | | | | | 2,734,695 | | | |
160%
|
|
Gross profit
|
| | | | 301,250 | | | | | | 133,428 | | | | | | 167,822 | | | |
126%
|
|
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | |
Sales, marketing and operations
|
| | | | 384,416 | | | | | | 196,292 | | | | | | 188,124 | | | |
96%
|
|
General and administrative
|
| | | | 113,446 | | | | | | 72,350 | | | | | | 41,096 | | | |
57%
|
|
Technology and development
|
| | | | 51,222 | | | | | | 28,458 | | | | | | 22,764 | | | |
80%
|
|
Total operating expenses
|
| | | | 549,084 | | | | | | 297,100 | | | | | | 251,984 | | | |
85%
|
|
Net operating loss
|
| | | | (247,834) | | | | | | (163,672) | | | | | | (84,162) | | | |
(51)%
|
|
Warrant fair value adjustment
|
| | | | 6,243 | | | | | | (18,022) | | | | | | 24,265 | | | |
135%
|
|
Interest expense
|
| | | | (109,728) | | | | | | (60,456) | | | | | | (49,272) | | | |
82%
|
|
Other income-net
|
| | | | 12,401 | | | | | | 2,598 | | | | | | 9,803 | | | |
377%
|
|
Loss before income taxes
|
| | | | (338,918) | | | | | | (239,552) | | | | | | (99,366) | | | |
(41)%
|
|
Income tax expense
|
| | | | (252) | | | | | | (377) | | | | | | 125 | | | |
(33)%
|
|
Net loss
|
| | | | (339,170) | | | | | | (239,929) | | | | | | (99,241) | | | |
(41)%
|
|
Less net income attributable to noncontrolling interest
|
| | | | 1,847 | | | | | | 1,362 | | | | | | 485 | | | |
36%
|
|
Net loss attributable to Opendoor Labs Inc.
|
| | | $ | (341,017) | | | | | $ | (241,291) | | | | | $ | (99,726) | | | |
(41)%
|
|
| | |
Year Ended December 31,
|
| |
Change in
|
| |||||||||||||||
(in thousands, except percentages)
|
| |
2018
|
| |
2017
|
| |
$
|
| |
%
|
| |||||||||
Revenue
|
| | | $ | 1,838,066 | | | | | $ | 711,066 | | | | | $ | 1,127,000 | | | |
158%
|
|
Cost of revenue
|
| | | | 1,704,638 | | | | | | 644,719 | | | | | | 1,059,919 | | | |
164%
|
|
Gross profit
|
| | | | 133,428 | | | | | | 66,347 | | | | | | 67,081 | | | |
101%
|
|
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | |
Sales, marketing and operations
|
| | | | 196,292 | | | | | | 74,938 | | | | | | 121,354 | | | |
162%
|
|
General and administrative
|
| | | | 72,350 | | | | | | 36,928 | | | | | | 35,422 | | | |
96%
|
|
Technology and development
|
| | | | 28,458 | | | | | | 16,123 | | | | | | 12,335 | | | |
77%
|
|
Total operating expenses
|
| | | | 297,100 | | | | | | 127,989 | | | | | | 169,111 | | | |
132%
|
|
Net operating loss
|
| | | | (163,672) | | | | | | (61,642) | | | | | | (102,030) | | | |
(166)%
|
|
Warrant fair value adjustment
|
| | | | (18,022) | | | | | | (32) | | | | | | (17,990) | | | |
(56219)%
|
|
Interest expense
|
| | | | (60,456) | | | | | | (23,342) | | | | | | (37,114) | | | |
159%
|
|
Other income-net
|
| | | | 2,598 | | | | | | 249 | | | | | | 2,349 | | | |
943%
|
|
Loss before income taxes
|
| | | | (239,552) | | | | | | (84,767) | | | | | | (154,785) | | | |
(183)%
|
|
Income tax expense
|
| | | | (377) | | | | | | — | | | | | | (377) | | | |
100%
|
|
Net loss
|
| | | | (239,929) | | | | | | (84,767) | | | | | | (155,162) | | | |
(183)%
|
|
Less net income attributable to noncontrolling interest
|
| | | | 1,362 | | | | | | 62 | | | | | | 1,300 | | | |
2097%
|
|
Net loss attributable to Opendoor Labs Inc.
|
| | | $ | (241,291) | | | | | $ | (84,829) | | | | | $ | (156,462) | | | |
(184)%
|
|
As of September 30, 2020
|
| |
Borrowing
Capacity |
| |
Outstanding
Amount |
| |
Weighted
Average Interest Rate |
| |
End of
Revolving Period |
| |
Final
Maturity Date |
| |||||||||
Revolving Facility 2018-1
|
| | | $ | 250,000 | | | | | $ | 962 | | | | | | 4.32% | | | |
February 10, 2021
|
| |
May 10, 2021
|
|
Revolving Facility 2018-2
|
| | | | 750,000 | | | | | | 1,373 | | | | | | 4.44% | | | |
September 23, 2022
|
| |
December 23, 2022
|
|
Revolving Facility 2018-3
|
| | | | 100,000 | | | | | | 11,558 | | | | | | 4.36% | | | |
June 1, 2023
|
| |
June 1, 2023
|
|
Revolving Facility 2019-1
|
| | | | 300,000 | | | | | | 10,909 | | | | | | 3.76% | | | |
March 4, 2022
|
| |
March 4, 2022
|
|
Revolving Facility 2019-2
|
| | | | 1,030,000 | | | | | | 72,808 | | | | | | 3.30% | | | |
July 8, 2021
|
| |
July 7, 2022
|
|
Revolving Facility 2019-3
|
| | | | 475,000 | | | | | | 11,001 | | | | | | 3.92% | | | |
August 22, 2022
|
| |
August 21, 2023
|
|
Total
|
| | | $ | 2,905,000 | | | | | $ | 108,611 | | | | | | | | | | | | | | |
As of September 30, 2020
|
| |
Borrowing
Capacity |
| |
Outstanding
Amount |
| |
Interest
Rate |
| |
End of
Draw Period |
| |
Final
Maturity Date |
| |||||||||
Term Debt Facility 2016-M1
|
| | | $ | 149,000 | | | | | $ | 40,000 | | | | | | 10.00% | | | |
October 31, 2022
|
| |
April 30, 2024
|
|
Term Debt Facility 2019-M1
|
| | | | 54,000 | | | | | | 15,000 | | | | | | 15.00% | | | |
August 15, 2023
|
| |
February 15, 2025
|
|
Term Debt Facility 2020-M1
|
| | | | 300,000 | | | | | | 100,000 | | | | | | 10.00% | | | |
January 23, 2023
|
| |
January 23, 2026
|
|
Total | | | | $ | 503,000 | | | | | $ | 155,000 | | | | | | | | | | | | | | |
| | |
Issuance Costs
|
| | | | (5,965) | | | | | | | | | | | | | | | |||
| | |
Carrying Value
|
| | | $ | 149,035 | | | | | | | | | | | | | | |
| | |
Nine Months Ended September 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
Net cash provided by (used in) operating activities
|
| | | $ | 1,037,354 | | | | | $ | (312,779) | | | | | $ | (272,050) | | | | | $ | (1,179,637) | | | | | $ | (218,553) | | |
Net cash used in investing activities
|
| | | $ | (50,820) | | | | | $ | (79,601) | | | | | $ | (95,078) | | | | | $ | (7,432) | | | | | $ | (29,942) | | |
Net cash provided by (used in) financing activities
|
| | | $ | (1,027,797) | | | | | $ | 642,355 | | | | | $ | 646,179 | | | | | $ | 1,496,494 | | | | | $ | 161,177 | | |
Net increase (decrease) in cash and cash equivalents
|
| | | $ | (41,263) | | | | | $ | 249,975 | | | | | $ | 279,051 | | | | | $ | 309,425 | | | | | $ | (87,318) | | |
| | |
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)
|
| | | $ | 1,086,618 | | | | | $ | 1,086,618 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Mezzanine term debt facilities(2)
|
| | | | 345,902 | | | | | | 25,750 | | | | | | 51,500 | | | | | | 206,449 | | | | | | 62,203 | | |
Convertible notes(3)
|
| | | | 304,753 | | | | | | — | | | | | | — | | | | | | — | | | | | | 304,753 | | |
Mortgage financing(4)
|
| | | | 2,025 | | | | | | 2,025 | | | | | | — | | | | | | — | | | | | | — | | |
Operating leases(5)
|
| | | | 72,531 | | | | | | 17,384 | | | | | | 29,512 | | | | | | 24,803 | | | | | | 832 | | |
Other lease commitments(6)
|
| | | | 67,292 | | | | | | 2,901 | | | | | | 17,100 | | | | | | 13,427 | | | | | | 33,864 | | |
Purchase commitments(7)
|
| | | | 616,100 | | | | | | 616,100 | | | | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | $ | 2,495,221 | | | | | $ | 1,750,778 | | | | | $ | 98,112 | | | | | $ | 244,679 | | | | | $ | 401,652 | | |
Name
|
| |
Age
|
| |
Position
|
| |||
Eric Wu | | | | | 37 | | | |
Director Nominee, Co-Founder and Chief Executive Officer
|
|
Carrie Wheeler | | | | | 48 | | | | Chief Financial Officer | |
Ian Wong | | | | | 34 | | | | Chief Technology Officer | |
Julie Todaro | | | | | 50 | | | | President of Homes & Services | |
Tom Willerer | | | | | 42 | | | | Chief Product Officer | |
Elizabeth Stevens | | | | | 41 | | | | Head of Legal | |
Adam Bain | | | | | 47 | | | | Director Nominee | |
Compensation Element
|
| |
Compensation Purpose
|
|
Base Salary | | | Recognize performance of job responsibilities and attract and retain individuals with superior talent | |
Long-Term Equity Compensation | | | Promote an employee ownership culture and the maximization of stockholder value by aligning the interests of employees and stockholders | |
Named Executive Officer
|
| |
2019 Annual
Base Salary Rate |
| |||
Eric Wu
|
| | | $ | 275,000 | | |
Gautam Gupta
|
| | | $ | 350,000(1) | | |
Jason Child
|
| | | $ | 400,000(2) | | |
Julie Todaro
|
| | | $ | 350,000(3) | | |
Tom Willerer
|
| | | $ | 350,000(4) | | |
Ian Wong
|
| | | $ | 325,000 | | |
Named Executive Officer
|
| |
Stock Options
Granted in 2019 (#) |
| |
RSUs Granted
in 2019 (#) |
| ||||||
Eric Wu
|
| | | | — | | | | | | — | | |
Gautam Gupta
|
| | | | — | | | | | | — | | |
Jason Child
|
| | | | — | | | | | | — | | |
Julie Todaro
|
| | | | 586,854(1) | | | | | | 861,795(2) | | |
Tom Willerer
|
| | | | 400,000(1) | | | | | | 780,781(2) | | |
Ian Wong
|
| | | | — | | | | | | 1,500,000(2) | | |
Name and Principal Position
|
| |
Year
|
| |
Salary ($)
|
| |
Bonus ($)
|
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($)(1) |
| |
All Other
Compensation ($)(2) |
| |
Total ($)
|
| |||||||||||||||||||||
Eric Wu
|
| | | | 2019 | | | | | | 275,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 275,000 | | |
President and Chief Executive
Officer |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gautam Gupta
|
| | | | 2019 | | | | | | 337,500 | | | | | | 275,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 612,500 | | |
Strategic Advisor and former
Chief Financial Officer and Chief Operating Officer |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jason Child
|
| | | | 2019 | | | | | | 135,507 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 135,507 | | |
Former Chief Financial Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Julie Todaro
|
| | | | 2019 | | | | | | 87,500 | | | | | | 75,000 | | | | | | 5,980,857 | | | | | | 1,970,949 | | | | | | 234,667(2) | | | | | | 8,348,973 | | |
President of Homes and Services
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tom Willerer
|
| | | | 2019 | | | | | | 118,490 | | | | | | 95,000 | | | | | | 5,418,620 | | | | | | 1,331,280 | | | | | | — | | | | | | 6,963,390 | | |
Chief Product Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ian Wong
|
| | | | 2019 | | | | | | 325,000 | | | | | | — | | | | | | 10,230,000 | | | | | | — | | | | | | — | | | | | | 10,555,000 | | |
Chief Technology Officer
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name
|
| |
Grant Date
|
| |
All Other Stock Awards:
Number of Shares of Stock or Units (#) |
| |
All Other Option
Awards: Number of Securities Underlying Options (#) |
| |
Exercise Price
of Option Awards ($/Sh) |
| |
Grant Date Fair
value of Stock and Option Awards ($) |
| |||||||||||||||
Julie Todaro
|
| | | | 11/03/2019 | | | | | | 17,834 | | | | | | — | | | | | | — | | | | | | 123,766 | | |
| | | | | 12/18/2019 | | | | | | 843,961 | | | | | | — | | | | | | — | | | | | | 5,857,089 | | |
| | | | | 12/18/2019 | | | | | | — | | | | | | 586,854 | | | | | | 6.94 | | | | | | 1,970,949 | | |
Tom Willerer
|
| | | | 11/03/2019 | | | | | | 780,781 | | | | | | — | | | | | | — | | | | | | 5,418,620 | | |
| | | | | 11/03/2019 | | | | | | — | | | | | | 400,000 | | | | | | 6.94 | | | | | | 1,331,280 | | |
Ian Wong
|
| | | | 05/28/2019 | | | | | | 1,500,000 | | | | | | — | | | | | | — | | | | | | 10,230,000 | | |
| | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of Shares
or Units of Stock That Have Not Vested (#) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(1) |
| |||||||||||||||||||||
Gautam Gupta
|
| | | | 09/29/2017(2) | | | | | | 1,785,366(3) | | | | | | — | | | | | | 1.64 | | | | | | 09/28/2027 | | | | | | — | | | | | | — | | |
Jason Child
|
| | | | 09/29/2017(2) | | | | | | 791,666 | | | | | | 0 | | | | | | 1.64 | | | | | | 03/13/2027 | | | | | | — | | | | | | — | | |
Julie Todaro
|
| | | | 12/18/2019(2) | | | | | | — | | | | | | 586,854 | | | | | | 6.94 | | | | | | 12/17/2029 | | | | | | — | | | | | | — | | |
| | | | | 11/03/2019(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,834 | | | | | | 140,532 | | |
| | | | | 12/18/2019(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 843,961 | | | | | | 6,650,413 | | |
Tom Willerer
|
| | | | 11/03/2019(2) | | | | | | — | | | | | | 57,636 | | | | | | 6.94 | | | | | | 11/02/2029 | | | | | | — | | | | | | — | | |
| | | | | 11/03/2019(2) | | | | | | — | | | | | | 342,364 | | | | | | 6.94 | | | | | | 11/02/2029 | | | | | | — | | | | | | — | | |
| | | | | 11/03/2019(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 780,781 | | | | | | 6,152,554 | | |
Ian Wong
|
| | | | 05/28/2019(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,500,000 | | | | | | 11,820,000 | | |
Named Executive Officer
|
| |
Termination Scenario
|
| |
Severance
($) |
| |
Value of
Accelerated Options ($)(1) |
| |
Value of
Accelerated RSUs ($)(1) |
| |
Total ($)(1)
|
| ||||||||||||
Eric Wu
|
| | Termination without Cause or Resignation for Good Reason | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Termination without Cause or Resignation for Good Reason following a Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Gautam Gupta
|
| | Termination without Cause or Resignation for Good Reason | | | | | 175,000 | | | | | | 2,106,000 | | | | | | — | | | | | | 2,281,000 | | |
| | | Change of Control | | | | | — | | | | | | 3,334,500 | | | | | | — | | | | | | 3,334,500 | | |
| | | Termination without Cause or Resignation for Good Reason following a Change of Control | | | | | 175,000 | | | | | | 6,669,000 | | | | | | — | | | | | | 6,844,000 | | |
Jason Child(2)
|
| | Termination without Cause or Resignation for Good Reason | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Termination without Cause or Resignation for Good Reason following a Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Julie Todaro
|
| | Termination without Cause or Resignation for Good Reason | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Termination without Cause or Resignation for Good Reason following a Change of Control | | | | | — | | | | | | 275,821 | | | | | | 3,325,202 | | | | | | 3,601,024 | | |
Tom Willerer
|
| | Termination without Cause or Resignation for Good Reason | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Termination without Cause or Resignation for Good Reason following a Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ian Wong
|
| | Termination without Cause or Resignation for Good Reason | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Termination without Cause or Resignation for Good Reason following a Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Pre-Business Combination and PIPE Investment
|
| |
Post-Business Combination and PIPE Investment
|
| ||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Assuming No Redemption
|
| |
Assuming Redemption
|
| ||||||||||||||||||
Name and Address of
Beneficial Owner(1) |
| |
Number of SCH
Ordinary Shares(2) |
| |
% of SCH
Class A Ordinary Shares |
| |
% of SCH
Class B Ordinary Shares |
| |
% of SCH
Ordinary Shares(3) |
| |
Number of Shares
of Opendoor Technologies Common Stock |
| |
%
|
| |
Number of Shares
of Opendoor Technologies Common Stock |
| |
%
|
| ||||||||||||||||||||||||
5% Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SCH Sponsor II LLC(3)
|
| | | | 10,150,000 | | | | | | — | | | | | | 98.1% | | | | | | 19.6% | | | | | | 10,150,000 | | | | | | 1.9% | | | | | | 10,150,000 | | | | | | 2.1% | | |
Suvretta Capital Management, LLC(4)
|
| | | | 4,100,000 | | | | | | 9.9% | | | | | | — | | | | | | 7.9% | | | | | | 7,600,000 | | | | | | 1.4% | | | | | | 7,600,000 | | | | | | 1.6% | | |
SVF Excalibur (Cayman) Limited(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 73,268,203 | | | | | | 13.8% | | | | | | 73,268,203 | | | | | | 14.9% | | |
Entities affiliated with Khosla Ventures(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 45,900,369 | | | | | | 8.6% | | | | | | 45,900,369 | | | | | | 9.4% | | |
AI LiquidRE LLC(7)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,485,740 | | | | | | 6.5% | | | | | | 34,485,740 | | | | | | 7.0% | | |
Directors and Executive Officers Pre-Business Combination
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Chamath Palihapitiya(3)(8)
|
| | | | 10,150,000 | | | | | | — | | | | | | 98.1% | | | | | | 19.6% | | | | | | 20,150,000 | | | | | | 3.8% | | | | | | 20,150,000 | | | | | | 4.1% | | |
Ian Osborne(3)(9)
|
| | | | 10,150,000 | | | | | | — | | | | | | 98.1% | | | | | | 19.6% | | | | | | 15,950,000 | | | | | | 3.0% | | | | | | 15,950,000 | | | | | | 3.3% | | |
Steven Trieu
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Simon Williams
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Adam Bain(10)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 250,488 | | | | | | * | | | | | | 250,488 | | | | | | * | | |
David Spillane
|
| | | | 100,000 | | | | | | — | | | | | | * | | | | | | * | | | | | | 100,000 | | | | | | * | | | | | | 100,000 | | | | | | * | | |
Cipora Herman
|
| | | | 100,000 | | | | | | — | | | | | | * | | | | | | * | | | | | | 100,000 | | | | | | * | | | | | | 100,000 | | | | | | * | | |
All SCH directors and executive officers as
a group (seven individuals) |
| | | | 10,350,000 | | | | | | — | | | | | | 100.0% | | | | | | 20.0% | | | | | | 26,400,488 | | | | | | 3.1% | | | | | | 26,400,488 | | | | | | 5.4% | | |
Directors and Executive Officers Post-Business Combination
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Eric Wu(11)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32,865,070 | | | | | | 6.2% | | | | | | 32,865,070 | | | | | | 6.7% | | |
Carrie Wheeler(12)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 150,000 | | | | | | * | | | | | | 150,000 | | | | | | * | | |
Ian Wong(13)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,386,701 | | | | | | 1.2% | | | | | | 6,386,701 | | | | | | 1.3% | | |
Julie Todaro(14)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 295,224 | | | | | | * | | | | | | 295,224 | | | | | | * | | |
Tom Willerer(15)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 214,640 | | | | | | * | | | | | | 214,640 | | | | | | * | | |
Elizabeth Stevens(16)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 292,782 | | | | | | * | | | | | | 292,782 | | | | | | * | | |
Adam Bain(10)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 250,488 | | | | | | * | | | | | | 250,488 | | | | | | * | | |
All Opendoor Technologies directors and executive officers as a group (seven
individuals) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,454,905 | | | | | | 7.6% | | | | | | 40,454,905 | | | | | | 8.3% | | |
Name
|
| |
Shares of Series E Preferred Stock
|
| |
Total Purchase Price
|
| ||||||
AI LiquidRE LLC(1)
|
| | | | 5,220,296 | | | | | $ | 49,999,995.09 | | |
Khosla Ventures IV, LP and its affiliates(2)
|
| | | | 10,440 | | | | | $ | 99,994.33 | | |
GGV Capital Select L.P.(3)
|
| | | | 1,044,059 | | | | | $ | 9,999,997.11 | | |
SVF Excalibur (Cayman) Limited(4)
|
| | | | 41,762,372 | | | | | $ | 399,999,999.03 | | |
LV Opendoor JV, LLC(5)
|
| | | | 5,220,296 | | | | | $ | 49,999,995.09 | | |
Norwest Venture Partners XIV, LP(6)
|
| | | | 2,610,148 | | | | | $ | 24,999,997.55 | | |
Total
|
| | | | 55,867,611 | | | | | $ | 535,099,978.20 | | |
Name
|
| |
Shares of Series E-2 Preferred Stock
|
| |
Total Purchase Price
|
| ||||||
AI LiquidRE LLC(1)
|
| | | | 1,623,213 | | | | | $ | 21,635,481.44 | | |
Khosla Ventures IV, LP and its affiliates(2)
|
| | | | 37,512 | | | | | $ | 499,989.96 | | |
GGV Capital Select L.P.(3)
|
| | | | 75,025 | | | | | $ | 999,993.22 | | |
SVF Excalibur (Cayman) Limited(4)
|
| | | | 3,751,275 | | | | | $ | 49,999,994.22 | | |
LV Opendoor JV, LLC(5)
|
| | | | 300,102 | | | | | $ | 3,999,999.54 | | |
Norwest Venture Partners XIV, LP(6)
|
| | | | 150,051 | | | | | $ | 1,999,999.77 | | |
Total
|
| | | | 5,937,178 | | | | | $ | 79,135,458.15 | | |
| | |
Delaware
|
| |
Cayman Islands
|
|
Stockholder/Shareholder Approval of Business Combinations
|
| |
Mergers generally require approval of a majority of all outstanding shares.
Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval.
Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders.
|
| |
Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent.
All mergers (other than parent/subsidiary mergers) require shareholder approval — there is no exception for smaller mergers.
Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder.
A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a shareholders’ meeting.
|
|
| | |
Delaware
|
| |
Cayman Islands
|
|
Stockholder/Shareholder Votes for Routine Matters
|
| | Generally, approval of routine corporate matters that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. | | | Under the Cayman Islands Companies Law and SCH’s amended and restated memorandum and articles of association law, routine corporate matters may be approved by an ordinary resolution (being a resolution passed by a simple majority of the shareholders as being entitled to do so). | |
Appraisal Rights
|
| | Generally, a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger. | | | Minority shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court. | |
Inspection of Books and Records
|
| | Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business. | | | Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. | |
Stockholder/Shareholder Lawsuits
|
| | A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per Organizational Documents Proposal D). | | | In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances. | |
Fiduciary Duties of Directors
|
| | Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. | | |
A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole.
In addition to fiduciary duties, directors of SCH owe a duty of care, diligence and skill.
Such duties are owed to the company but may be owed direct to creditors or shareholders in certain limited circumstances.
|
|
Indemnification of Directors and Officers
|
| | A corporation is generally permitted to indemnify its directors and officers acting in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. | | | A Cayman Islands company generally may indemnify its directors or officers except with regard to fraud or willful default. | |
| | |
Delaware
|
| |
Cayman Islands
|
|
Limited Liability of Directors
|
| | Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. | | | Liability of directors may be unlimited, except with regard to their own fraud or willful default. | |
| | |
Page
|
| |||
Unaudited Condensed Financial Statements as of September 30, 2020 and December 31, 2019, and for
the Nine Months Ended September 30, 2020 |
| | |||||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
Financial Statements (Audited) as of December 31, 2019 and for the period from October 18, 2019 (inception) to December 31, 2019
|
| | |||||
| | | | F-19 | | | |
| | | | F-20 | | | |
| | | | F-21 | | | |
| | | | F-22 | | | |
| | | | F-23 | | | |
| | | | F-24 | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
| | |
(unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 250,461 | | | | | $ | — | | |
Prepaid expenses
|
| | | | 383,761 | | | | | | — | | |
Total Current Assets
|
| | | | 634,222 | | | | | | — | | |
Deferred offering costs
|
| | | | — | | | | | | 52,673 | | |
Cash and Marketable securities held in Trust Account
|
| | | | 414,042,207 | | | | | | — | | |
TOTAL ASSETS
|
| | | $ | 414,676,429 | | | | | $ | 52,673 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 4,362,316 | | | | | $ | — | | |
Accrued offering costs
|
| | | | — | | | | | | 52,673 | | |
Advance from related party
|
| | | | — | | | | | | 21,631 | | |
Promissory note – related party
|
| | | | 1,138,497 | | | | | | — | | |
Total Current Liabilities
|
| | | | 5,500,813 | | | | | | 74,304 | | |
Deferred underwriting fee payable
|
| | | | 14,490,000 | | | | | | — | | |
TOTAL LIABILITIES
|
| | | | 19,990,813 | | | | | | 74,304 | | |
Commitments | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption, 38,964,589 and no shares at redemption value at September 30, 2020 and December 31, 2019, respectively
|
| | | | 389,685,614 | | | | | | — | | |
Shareholders’ Equity (Deficit) | | | | | | | | | | | | | |
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 2,435,411 and none issued and outstanding (excluding 38,964,589 and no shares subject to possible redemption) at September 30, 2020 and December 31, 2019, respectively
|
| | | | 244 | | | | | | — | | |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized;
10,350,000 and one shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively |
| | | | 1,035 | | | | | | — | | |
Additional paid-in capital
|
| | | | 11,341,549 | | | | | | — | | |
Accumulated deficit
|
| | | | (6,342,826) | | | | | | (21,631) | | |
Total Shareholders’ Equity (Deficit)
|
| | | | 5,000,002 | | | | | | (21,631) | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
| | | $ | 414,676,429 | | | | | $ | 52,673 | | |
| | |
Three Months
Ended September 30, 2020 |
| |
Nine Months
Ended September 30, 2020 |
| ||||||
Formation and operating costs
|
| | | $ | 6,059,583 | | | | | $ | 6,363,402 | | |
Loss from operations
|
| | | | (6,059,583) | | | | | | (6,363,402) | | |
Other income: | | | | | | | | | | | | | |
Interest income
|
| | | | 16,290 | | | | | | 42,207 | | |
Net Loss
|
| | | $ | (6,043,293) | | | | | $ | (6,321,195) | | |
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 12,179,587 | | | | | | 10,111,790 | | |
Basic and diluted net loss per ordinary share(2)
|
| | | $ | (0.50) | | | | | $ | (0.63) | | |
| | |
Class A
Ordinary Shares |
| |
Class B
Ordinary Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ (Deficit) Equity |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – January 1,
2020 |
| | | | — | | | | | $ | — | | | | | | 1 | | | | | $ | — | | | | | $ | — | | | | | $ | (21,631) | | | | | $ | (21,631) | | |
Cancellation of Class B ordinary share
|
| | | | — | | | | | | — | | | | | | (1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Class B ordinary shares to Sponsor (1)
|
| | | | — | | | | | | — | | | | | | 10,350,000 | | | | | | 1,035 | | | | | | 23,965 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance – March 31,
2020 |
| | | | — | | | | | | — | | | | | | 10,350,000 | | | | | | 1,035 | | | | | | 23,965 | | | | | | (21,631) | | | | | | 3,369 | | |
Sale of 41,400,000 Units, net of underwriting discount and offering expenses
|
| | | | 41,400,000 | | | | | | 4,140 | | | | | | — | | | | | | — | | | | | | 391,799,302 | | | | | | — | | | | | | 391,803,442 | | |
Sale of 6,133,333 Private Placement Warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,200,000 | | | | | | — | | | | | | 9,200,000 | | |
Ordinary shares subject to
redemption |
| | | | (39,570,413) | | | | | | (3,957) | | | | | | — | | | | | | — | | | | | | (395,724,945) | | | | | | — | | | | | | (395,728,902) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (277,902) | | | | | | (277,902) | | |
Balance – June 30, 2020
|
| | | | 1,829,587 | | | | | | 183 | | | | | | 10,350,000 | | | | | | 1,035 | | | | | | 5,298,322 | | | | | | (299,533) | | | | | | 5,000,007 | | |
Change in value of
ordinary shares subject to redemption |
| | | | 605,824 | | | | | | 61 | | | | | | — | | | | | | — | | | | | | 6,043,227 | | | | | | — | | | | | | 6,043,288 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,043,293) | | | | | | (6,043,293) | | |
Balance – September 30, 2020
|
| | | | 2,435,411 | | | | | $ | 244 | | | | | | 10,350,000 | | | | | $ | 1,035 | | | | | $ | 11,341,549 | | | | | $ | (6,342,826) | | | | | $ | 5,000,002 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (6,321,195) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
|
Interest earned on cash and marketable securities held in Trust Account
|
| | | | (42,207) | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Prepaid expenses
|
| | | | (383,761) | | |
|
Accrued expenses
|
| | | | 4,362,316 | | |
|
Net cash used in operating activities
|
| | | | (2,384,847) | | |
| Cash Flows from Investing Activities: | | | | | | | |
|
Investment of cash in Trust Account
|
| | | | (414,000,000) | | |
|
Net cash used in investing activities
|
| | | | (414,000,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from issuance of Class B ordinary shares to Sponsor
|
| | | | 25,000 | | |
|
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | 406,800,000 | | |
|
Proceeds from sale of Private Placement Warrants
|
| | | | 9,200,000 | | |
|
Repayment of advances from related parties
|
| | | | (21,631) | | |
|
Proceeds from promissory note – related party
|
| | | | 1,438,497 | | |
|
Repayment of promissory note – related party
|
| | | | (300,000) | | |
|
Payment of offering costs
|
| | | | (506,558) | | |
|
Net cash provided by financing activities
|
| | | | 416,635,308 | | |
|
Net Change in Cash
|
| | | | 250,461 | | |
|
Cash – Beginning
|
| | | | — | | |
| Cash – Ending | | | | $ | 250,461 | | |
| Non-cash investing and financing activities: | | | | | | | |
|
Initial classification of ordinary shares subject to possible redemption
|
| | | $ | 396,006,810 | | |
|
Change in value of ordinary shares subject to possible redemption
|
| | | $ | (6,321,196) | | |
|
Deferred underwriting fee
|
| | | $ | 14,490,000 | | |
|
Offering costs included in accrued offering costs
|
| | | $ | 264,285 | | |
| | |
Three Months
Ended September 30, 2020 |
| |
Nine Months
Ended September 30, 2020 |
| ||||||
Net loss
|
| | | $ | (6,043,293) | | | | | $ | (6,321,195) | | |
Less: Income attributable to ordinary shares subject to possible redemption
|
| | | | (15,332) | | | | | | (39,725) | | |
Adjusted net loss
|
| | | $ | (6,058,625) | | | | | $ | (6,360,920) | | |
Weighted average shares outstanding, basic and diluted
|
| | | | 12,179,587 | | | | | | 10,111,790 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | (0.50) | | | | | $ | (0.63) | | |
|
Description
|
| |
Level
|
| |
September 30, 2020
|
| ||||||
Assets: | | | | | | | | | | | | | |
Cash and Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 414,042,207 | | |
| ASSETS | | | | | | | |
|
Current asset – cash
|
| | | $ | — | | |
|
Deferred offering costs
|
| | | | 52,673 | | |
|
Total Assets
|
| | | $ | 52,673 | | |
| LIABILITIES AND SHAREHOLDER’S DEFICIT | | | | | | | |
| Current Liabilities | | | | | | | |
|
Accrued offering costs
|
| | | $ | 52,673 | | |
|
Advance from related party
|
| | | | 21,631 | | |
|
Promissory note – related party
|
| | | | — | | |
|
Total Current Liabilities
|
| | | | 74,304 | | |
| Commitments | | | | | | | |
| Shareholder’s Deficit | | | | | | | |
|
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none outstanding as of December 31, 2019
|
| | | | — | | |
|
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none outstanding as of December 31, 2019
|
| | | | — | | |
|
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 1 share issued and outstanding as of December 31, 2019
|
| | | | — | | |
|
Additional paid in capital
|
| | | | — | | |
|
Accumulated deficit
|
| | | | (21,631) | | |
|
Total Shareholder’s Deficit
|
| | | | (21,631) | | |
|
TOTAL LIABILITIES AND SHAREHOLDER’S DEFICIT
|
| | | $ | 52,673 | | |
|
Formation costs
|
| | | $ | 21,631 | | |
|
Net Loss
|
| | | $ | (21,631) | | |
|
Weighted average shares outstanding, basic and diluted
|
| | | | 1 | | |
|
Basic and diluted net loss per ordinary share
|
| | | $ | (21,631) | | |
| | |
Class B Ordinary Shares
|
| |
Additional
Paid in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Deficit |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance – October 18, 2019 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary share
|
| | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (21,631) | | | | | | (21,631) | | |
Balance – December 31, 2019
|
| | | | 1 | | | | | | — | | | | | | — | | | | | | (21,631) | | | | | | (21,631) | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (21,631) | | |
|
Net cash used in operating activities
|
| | | | (21,631) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from sale of Class B ordinary shares to Sponsor
|
| | | | — | | |
|
Advances from related party
|
| | | | 21,631 | | |
|
Proceeds from promissory note
|
| | | | — | | |
|
Net cash provided by financing activities
|
| | | | 21,631 | | |
|
Net Change in Cash
|
| | | | — | | |
|
Cash – Beginning of period
|
| | | | — | | |
|
Cash – End of period
|
| | | $ | — | | |
| Non-cash investing and financing activities: | | | | | | | |
|
Deferred offering costs included in accrued offering costs
|
| | | $ | 52,673 | | |
| | |
Page
|
| |||
| | | | F-35 | | | |
| | | | F-36 | | | |
| | | | F-37 | | | |
| | | | F-38 | | | |
| | | | F-39 | | | |
| | | | F-40 | | | |
Audited consolidated financial statements Opendoor Labs Inc.:
|
| | | | | | |
| | | | F-64 | | | |
| | | | F-65 | | | |
| | | | F-67 | | | |
| | | | F-68 | | | |
| | | | F-69 | | | |
| | | | F-71 | | | |
| | | | F-73 | | |
| | | | | | | | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
ASSETS | | | | | | | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | | | | | | $ | 469,365 | | | | | $ | 405,080 | | |
Restricted cash
|
| | | | | | | | | | 174,194 | | | | | | 279,742 | | |
Marketable securities
|
| | | | | | | | | | 82,131 | | | | | | 43,576 | | |
Mortgage loans held for sale pledged under agreements to repurchase
|
| | | | (3) | | | | | | 13,984 | | | | | | 2,116 | | |
Escrow receivable
|
| | | | | | | | | | 2,641 | | | | | | 13,882 | | |
Real estate inventory, net
|
| | | | | | | | | | 151,512 | | | | | | 1,312,369 | | |
Other current assets ($848 and $100 carried at fair value)
|
| | | | (3) | | | | | | 29,632 | | | | | | 30,879 | | |
Total current assets
|
| | | | | | | | | | 923,459 | | | | | | 2,087,644 | | |
PROPERTY AND EQUIPMENT – Net
|
| | | | | | | | | | 29,434 | | | | | | 34,606 | | |
RIGHT OF USE ASSETS
|
| | | | | | | | | | 51,842 | | | | | | 60,681 | | |
GOODWILL
|
| | | | | | | | | | 30,945 | | | | | | 30,945 | | |
INTANGIBLES – Net
|
| | | | | | | | | | 9,266 | | | | | | 12,414 | | |
OTHER ASSETS
|
| | | | | | | | | | 4,221 | | | | | | 5,394 | | |
TOTAL ASSETS
|
| | | | (1) | | | | | $ | 1,049,167 | | | | | $ | 2,231,684 | | |
LIABILITIES, TEMPORARY EQUITY, AND SHAREHOLDERS’ DEFICIT | | | | | | | | | | | | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | | | | | | | | | | | | |
Accounts payable and other accrued liabilities ($6,440 and $0 carried at fair value)
|
| | | | | | | | | $ | 37,998 | | | | | $ | 32,977 | | |
Current portion of credit facilities and other secured borrowings
|
| | | | | | | | | | 121,909 | | | | | | 1,074,125 | | |
Interest payable
|
| | | | | | | | | | 1,846 | | | | | | 5,808 | | |
Lease liabilities, current portion
|
| | | | | | | | | | 17,248 | | | | | | 13,472 | | |
Total current liabilities
|
| | | | | | | | | | 179,001 | | | | | | 1,126,382 | | |
CREDIT FACILITIES – Net of current portion
|
| | | | | | | | | | 149,035 | | | | | | 221,929 | | |
CONVERTIBLE NOTES
|
| | | | | | | | | | — | | | | | | 140,096 | | |
DERIVATIVE AND WARRANT LIABILITIES
|
| | | | | | | | | | — | | | | | | 46,235 | | |
LEASE LIABILITIES – Net of current portion
|
| | | | | | | | | | 48,182 | | | | | | 48,435 | | |
OTHER LIABILITIES
|
| | | | | | | | | | 97 | | | | | | 208 | | |
Total liabilities
|
| | | | (2) | | | | | | 376,315 | | | | | | 1,583,285 | | |
COMMITMENTS AND CONTINGENCIES (See Note 18) | | | | | | | | | | | | | | | | | | | |
TEMPORARY EQUITY: | | | | | | | | | | | | | | | | | | | |
Series A convertible preferred stock, 24,784,202 shares authorized, issued, and outstanding as of September 30, 2020
and December 31, 2019; liquidation preference of $9,807 as of September 30, 2020 and December 31, 2019 |
| | | | | | | | | | 9,763 | | | | | | 9,763 | | |
Series B convertible preferred stock, 14,738,907 shares authorized, issued, and outstanding as of September 30, 2020
and December 31, 2019; liquidation preference of $20,182 as of September 30, 2020 and December 31, 2019 |
| | | | | | | | | | 20,049 | | | | | | 20,049 | | |
Series C convertible preferred stock, 17,972,134 shares authorized, issued, and outstanding as of September 30, 2020
and December 31, 2019; liquidation preference of $77,160 as of September 30, 2020 and December 31, 2019 |
| | | | | | | | | | 80,519 | | | | | | 80,519 | | |
Series D convertible preferred stock, 39,539,070 shares authorized as of September 30, 2020 and December 31, 2019;
39,239,070 shares issued and outstanding as of September 30, 2020 and December 31, 2019; liquidation preference of $248,333 as of September 30, 2020 and December 31, 2019 |
| | | | | | | | | | 257,951 | | | | | | 257,951 | | |
Series E convertible preferred stock, 102,588,689 shares authorized as of September 30, 2020 and December 31, 2019;
97,649,658 shares issued and outstanding as of September 30, 2020 and December 31, 2019; liquidation preference of $1,011,319 as of September 30, 2020 and December 31, 2019 |
| | | | | | | | | | 1,013,220 | | | | | | 1,013,220 | | |
Total temporary equity
|
| | | | | | | | | | 1,381,502 | | | | | | 1,381,502 | | |
SHAREHOLDERS’ DEFICIT:
|
| | | | | | | | | | | | | | | | | | |
Common stock, $0.00001 par value, 300,000,000 shares authorized as of September 30, 2020 and December 31, 2019;
52,847,343 and 51,775,096 shares issued and outstanding as of September 30, 2020 and December 31, 2019 |
| | | | | | | | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | | | | | | | 280,657 | | | | | | 57,362 | | |
Accumulated deficit
|
| | | | | | | | | | (989,451) | | | | | | (790,483) | | |
Accumulated other comprehensive income
|
| | | | | | | | | | 144 | | | | | | 18 | | |
Total shareholders’ deficit
|
| | | | | | | | | | (708,650) | | | | | | (733,103) | | |
TOTAL LIABILITIES, TEMPORARY EQUITY, AND SHAREHOLDERS’ DEFICIT
|
| | | | | | | | | $ | 1,049,167 | | | | | $ | 2,231,684 | | |
| | |
Nine Months Ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
REVENUE: | | | | $ | 2,334,235 | | | | | $ | 3,484,929 | | |
COST OF REVENUE
|
| | | | 2,152,803 | | | | | | 3,257,640 | | |
GROSS PROFIT
|
| | | | 181,432 | | | | | | 227,289 | | |
OPERATING EXPENSES: | | | | | | | | | | | | | |
Sales, marketing and operations
|
| | | | 156,290 | | | | | | 291,375 | | |
General and administrative
|
| | | | 99,074 | | | | | | 80,781 | | |
Technology and development
|
| | | | 45,809 | | | | | | 37,215 | | |
Total operating expenses
|
| | | | 301,173 | | | | | | 409,371 | | |
LOSS FROM OPERATIONS
|
| | | | (119,741) | | | | | | (182,082) | | |
DERIVATIVE AND WARRANT FAIR VALUE ADJUSTMENT
|
| | | | (25,219) | | | | | | 6,644 | | |
INTEREST EXPENSE
|
| | | | (57,393) | | | | | | (81,114) | | |
OTHER INCOME – Net
|
| | | | 3,619 | | | | | | 9,444 | | |
LOSS BEFORE INCOME TAXES
|
| | | | (198,734) | | | | | | (247,108) | | |
INCOME TAX EXPENSE
|
| | | | (234) | | | | | | (340) | | |
NET LOSS
|
| | | | (198,968) | | | | | | (247,448) | | |
LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
| | | | — | | | | | | 1,847 | | |
NET LOSS ATTRIBUTABLE TO OPENDOOR LABS INC.
|
| | | $ | (198,968) | | | | | $ | (249,295) | | |
Net loss per share attributable to common shareholders: | | | | | | | | | | | | | |
Basic
|
| | | $ | (3.75) | | | | | $ | (5.11) | | |
Diluted
|
| | | $ | (3.75) | | | | | $ | (5.28) | | |
Weighted-average shares outstanding: | | | | | | | | | | | | | |
Basic
|
| | | | 53,110 | | | | | | 48,786 | | |
Diluted
|
| | | | 53,110 | | | | | | 48,786 | | |
| | |
Nine Months Ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
NET LOSS
|
| | | $ | (198,968) | | | | | $ | (247,448) | | |
OTHER COMPREHENSIVE INCOME: | | | | | | | | | | | | | |
Unrealized gains on marketable securities
|
| | | | 126 | | | | | | 39 | | |
COMPREHENSIVE LOSS
|
| | | | (198,842) | | | | | | (247,409) | | |
LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
| | | | — | | | | | | 1,847 | | |
COMPREHENSIVE LOSS ATTRIBUTABLE TO
|
| | | | | | | | | | | | |
OPENDOOR LABS INC.
|
| | | $ | (198,842) | | | | | $ | (249,256) | | |
| | |
Temporary Equity
|
| | |
Shareholders’ 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) |
| |
Non-
controlling interests |
| |
Total
Shareholders’ Deficit |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BALANCE – December 31, 2018
|
| | | | 24,784,202 | | | | | $ | 9,763 | | | | | | 14,738,907 | | | | | $ | 20,049 | | | | | | 17,972,134 | | | | | $ | 80,519 | | | | | | 33,919,032 | | | | | $ | 222,951 | | | | | | 76,426,829 | | | | | $ | 730,582 | | | | | | | 48,137,116 | | | | | | — | | | | | $ | 31,201 | | | | | $ | (446,056) | | | | | $ | (2) | | | | | $ | 1,491 | | | | | $ | (413,366) | | |
Issuance of Series E-2
preferred stock |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,222,829 | | | | | | 282,638 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of common stock in Connection with OSN acquisition
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 958,280 | | | | | | — | | | | | | 6,650 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,650 | | |
Vesting of restricted stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 1,003,493 | | | | | | — | | | | | | 737 | | | | | | — | | | | | | — | | | | | | — | | | | | | 737 | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 1,390,239 | | | | | | — | | | | | | 2,523 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,523 | | |
Repurchase of common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | (500,000) | | | | | | — | | | | | | (590) | | | | | | (3,410) | | | | | | — | | | | | | — | | | | | | (4,000) | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 9,990 | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,990 | | |
Purchase of non-controlling
interest |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | (4,847) | | | | | | — | | | | | | — | | | | | | (62) | | | | | | (4,909) | | |
Capital distribution of non-controlling interests
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,276) | | | | | | (3,276) | | |
Other comprehensive income income – net
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 39 | | | | | | — | | | | | | 39 | | |
Net income (loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (249,296) | | | | | | — | | | | | | 1,847 | | | | | | (247,449) | | |
BALANCE – September 30, 2019
|
| | | | 24,784,202 | | | | | $ | 9,763 | | | | | | 14,738,907 | | | | | $ | 20,049 | | | | | | 17,972,134 | | | | | $ | 80,519 | | | | | | 33,919,032 | | | | | $ | 222,951 | | | | | | 97,649,658 | | | | | $ | 1,013,220 | | | | | | | 50,989,128 | | | | | | — | | | | | $ | 45,664 | | | | | $ | (698,762) | | | | | $ | 37 | | | | | $ | — | | | | | $ | (653,061) | | |
BALANCE – December 31,2019
|
| | | | 24,784,202 | | | | | $ | 9,763 | | | | | | 14,738,907 | | | | | $ | 20,049 | | | | | | 17,972,134 | | | | | $ | 80,519 | | | | | | 39,239,070 | | | | | $ | 257,951 | | | | | | 97,649,658 | | | | | $ | 1,013,220 | | | | | | | 51,775,096 | | | | | | — | | | | | $ | 57,362 | | | | | $ | (790,483) | | | | | $ | 18 | | | | | $ | — | | | | | $ | (733,103) | | |
Issuance of issuer stock rights
in extinguishment of convertible notes |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 212,940 | | | | | | — | | | | | | — | | | | | | — | | | | | | 212,940 | | |
Vesting of restricted stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 694,387 | | | | | | — | | | | | | 95 | | | | | | — | | | | | | — | | | | | | — | | | | | | 95 | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 377,860 | | | | | | — | | | | | | 1,098 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,098 | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 9,162 | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,162 | | |
Other comprehensive income – net
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 126 | | | | | | — | | | | | | 126 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (198,968) | | | | | | — | | | | | | — | | | | | | (198,968) | | |
BALANCE – September 30, 2020
|
| | | | 24,784,202 | | | | | $ | 9,763 | | | | | | 14,738,907 | | | | | $ | 20,049 | | | | | | 17,972,134 | | | | | $ | 80,519 | | | | | | 39,239,070 | | | | | $ | 257,951 | | | | | | 97,649,658 | | | | | $ | 1,013,220 | | | | | | | 52,847,343 | | | | | | — | | | | | $ | 280,657 | | | | | $ | (989,451) | | | | | $ | 144 | | | | | $ | — | | | | | $ | (708,650) | | |
| | |
Nine Months Ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (198,968) | | | | | $ | (247,448) | | |
Adjustments to reconcile net loss to cash, cash equivalents, and restricted cash provided by (used in) operating activities:
|
| | | | | | | | | | | | |
Depreciation and amortization – net of accretion
|
| | | | 31,114 | | | | | | 18,543 | | |
Amortization of right of use assets
|
| | | | 22,008 | | | | | | 7,792 | | |
Stock-based compensation
|
| | | | 9,162 | | | | | | 9,400 | | |
Warrant fair value adjustment
|
| | | | 1,901 | | | | | | (6,644) | | |
Inventory valuation adjustment
|
| | | | 7,517 | | | | | | 23,900 | | |
Changes in fair value of derivative instruments
|
| | | | 22,568 | | | | | | 918 | | |
Payment-in-kind interest
|
| | | | 3,910 | | | | | | 800 | | |
Net fair value adjustments and gain (loss) on sale of mortgage loans held for sale
|
| | | | (2,131) | | | | | | (157) | | |
Origination of mortgage loans held for sale
|
| | | | (88,098) | | | | | | (7,749) | | |
Proceeds from sale and principal collection of mortgage loans held for sale
|
| | | | 78,360 | | | | | | 5,837 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Escrow receivable
|
| | | | 11,241 | | | | | | (9,712) | | |
Real estate inventories
|
| | | | 1,146,798 | | | | | | (99,533) | | |
Other assets
|
| | | | 793 | | | | | | (6,705) | | |
Accounts payable and other accrued liabilities
|
| | | | 3,355 | | | | | | 5,470 | | |
Interest payable
|
| | | | (2,530) | | | | | | 89 | | |
Lease liabilities
|
| | | | (9,646) | | | | | | (7,580) | | |
Net cash provided by (used in) operating activities
|
| | | | 1,037,354 | | | | | | (312,779) | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (12,068) | | | | | | (21,761) | | |
Purchase of marketable securities
|
| | | | (174,530) | | | | | | (57,026) | | |
Proceeds from sales, maturities, redemptions and paydowns of marketable securities
|
| | | | 135,778 | | | | | | 31,998 | | |
Acquisitions, net of cash acquired
|
| | | | — | | | | | | (32,812) | | |
Net cash used in investing activities
|
| | | | (50,820) | | | | | | (79,601) | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | |
Proceeds from issuance of Series E-2 preferred stock
|
| | | | — | | | | | | 282,875 | | |
Issuance cost of Series E-2 preferred stock
|
| | | | — | | | | | | (236) | | |
Proceeds from issuance of convertible notes
|
| | | | — | | | | | | 160,000 | | |
Proceeds from exercise of stock options
|
| | | | 1,078 | | | | | | 2,389 | | |
Proceeds from credit facilities and other secured borrowings
|
| | | | 998,078 | | | | | | 2,770,179 | | |
Principal payments on credit facilities and other secured borrowings
|
| | | | (2,023,885) | | | | | | (2,557,244) | | |
Payment of loan origination fees and debt issuance costs
|
| | | | (3,068) | | | | | | (12,198) | | |
Repurchase of common stock at fair value
|
| | | | — | | | | | | (3,410) | | |
Net cash provided by (used in) financing activities
|
| | | | (1,027,797) | | | | | | 642,355 | | |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
| | | | (41,263) | | | | | | 249,975 | | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – Beginning of year
|
| | | | 684,822 | | | | | | 405,771 | | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – End of period
|
| | | $ | 643,559 | | | | | $ | 655,746 | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION – Cash paid during the period
for interest |
| | | $ | 47,977 | | | | | $ | 71,122 | | |
DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | | | | | | |
Issuance of issuer stock rights in extinguishment of convertible notes.
|
| | | $ | 212,940 | | | | | $ | — | | |
RECONCILIATION TO CONSOLIDATED BALANCE SHEETS: | | | | ||||||||||
Cash and cash equivalents
|
| | | $ | 469,365 | | | | | $ | 454,982 | | |
Restricted cash
|
| | | | 174,194 | | | | | | 200,764 | | |
Cash, cash equivalents, and restricted cash
|
| | | $ | 643,559 | | | | | $ | 655,746 | | |
(unaudited)
|
| |
For the nine months ended
September 30, 2019 |
| |||
Revenue | | | | $ | 3,508,062 | | |
Net loss
|
| | | $ | (248,945) | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
Work-in-process
|
| | | $ | 33,233 | | | | | $ | 179,419 | | |
Finished goods
|
| | | | 118,279 | | | | | | 1,132,950 | | |
Total real estate inventory
|
| | | $ | 151,512 | | | | | $ | 1,312,369 | | |
| | |
September 30, 2020
|
| |||||||||||||||||||||||||||||||||
| | |
Cost
Basis |
| |
Unrealized
Gains |
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Cash and Cash
Equivalents |
| |
Marketable
Securities |
| ||||||||||||||||||
Cash
|
| | | $ | 405,312 | | | | | | | | | | | | — | | | | | $ | 405,312 | | | | | $ | 405,312 | | | | | | — | | |
Money market funds
|
| | | | 13,707 | | | | | | | | | | | | — | | | | | | 13,707 | | | | | | 13,707 | | | | | | — | | |
Commercial paper
|
| | | | 49,189 | | | | | | 2 | | | | | | (1) | | | | | | 49,190 | | | | | | 48,340 | | | | | | 850 | | |
Corporate debt securities
|
| | | | 40,813 | | | | | | 97 | | | | | | (2) | | | | | | 40,908 | | | | | | 2,006 | | | | | | 38,902 | | |
Asset-backed securities
|
| | | | 17,954 | | | | | | 50 | | | | | | (6) | | | | | | 17,998 | | | | | | — | | | | | | 17,998 | | |
U.S. agency securities
|
| | | | 16,980 | | | | | | 4 | | | | | | — | | | | | | 16,984 | | | | | | — | | | | | | 16,984 | | |
U.S. Treasury securities
|
| | | | 6,697 | | | | | | — | | | | | | — | | | | | | 6,697 | | | | | | — | | | | | | 6,697 | | |
Non-U.S. securities
|
| | | | 700 | | | | | | — | | | | | | — | | | | | | 700 | | | | | | — | | | | | | 700 | | |
Total
|
| | | $ | 551,352 | | | | | $ | 153 | | | | | $ | (9) | | | | | $ | 551,496 | | | | | $ | 469,365 | | | | | $ | 82,131 | | |
|
| | |
December 31, 2019
|
| |||||||||||||||||||||||||||||||||
| | |
Cost
Basis |
| |
Unrealized
Gains |
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Cash and Cash
Equivalents |
| |
Marketable
Securities |
| ||||||||||||||||||
Cash
|
| | | $ | 366,358 | | | | | $ | — | | | | | $ | — | | | | | $ | 366,358 | | | | | $ | 366,358 | | | | | $ | — | | |
Money market funds
|
| | | | 30,935 | | | | | | — | | | | | | — | | | | | | 30,935 | | | | | | 30,935 | | | | | | — | | |
Commercial paper
|
| | | | 19,997 | | | | | | 1 | | | | | | (4) | | | | | | 19,994 | | | | | | 7,038 | | | | | | 12,956 | | |
Corporate debt securities
|
| | | | 16,417 | | | | | | 12 | | | | | | (1) | | | | | | 16,428 | | | | | | — | | | | | | 16,428 | | |
U.S. agency securities
|
| | | | 749 | | | | | | — | | | | | | — | | | | | | 749 | | | | | | 749 | | | | | | — | | |
U.S. Treasury securities
|
| | | | 1,000 | | | | | | — | | | | | | — | | | | | | 1,000 | | | | | | — | | | | | | 1,000 | | |
Asset-backed securities
|
| | | | 12,482 | | | | | | 12 | | | | | | (2) | | | | | | 12,492 | | | | | | — | | | | | | 12,492 | | |
Non-U.S. securities
|
| | | | 700 | | | | | | — | | | | | | — | | | | | | 700 | | | | | | — | | | | | | 700 | | |
Total
|
| | | $ | 448,638 | | | | | $ | 25 | | | | | $ | (7) | | | | | $ | 448,656 | | | | | $ | 405,080 | | | | | $ | 43,576 | | |
September 30, 2020
|
| |
Less than 12 Months
|
| |
12 Months or Greater
|
| |
Total
|
| |||||||||||||||||||||||||||
| | |
Fair Value
|
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Unrealized
Losses |
| ||||||||||||||||||
Commercial paper
|
| | | $ | 14,797 | | | | | $ | (1) | | | | | $ | — | | | | | $ | — | | | | | $ | 14,797 | | | | | $ | (1) | | |
Corporate debt securities
|
| | | | 8,212 | | | | | | (2) | | | | | | — | | | | | | — | | | | | | 8,212 | | | | | | (2) | | |
Asset-backed securities
|
| | | | 2,940 | | | | | | (6) | | | | | | — | | | | | | — | | | | | | 2,940 | | | | | | (6) | | |
U.S. Treasury securities
|
| | | | 1,699 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,699 | | | | | | — | | |
Total
|
| | | $ | 27,648 | | | | | $ | (9) | | | | | $ | — | | | | | $ | — | | | | | $ | 27,648 | | | | | $ | (9) | | |
|
December 31, 2019
|
| |
Less than 12 months
|
| |
12 Months or Greater
|
| |
Total
|
| |||||||||||||||||||||||||||
| | |
Fair Value
|
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Unrealized
Losses |
| ||||||||||||||||||
Commercial paper
|
| | | $ | 15,059 | | | | | $ | (4) | | | | | $ | — | | | | | $ | — | | | | | $ | 15,059 | | | | | $ | (4) | | |
Corporate-debt securities
|
| | | | 3,166 | | | | | | (1) | | | | | | — | | | | | | — | | | | | | 3,166 | | | | | | (1) | | |
Asset-backed securities
|
| | | | 4,258 | | | | | | (2) | | | | | | — | | | | | | — | | | | | | 4,258 | | | | | | (2) | | |
Non-U.S. securities
|
| | | | 700 | | | | | | — | | | | | | — | | | | | | — | | | | | | 700 | | | | | | — | | |
Total
|
| | | $ | 23,183 | | | | | $ | (7) | | | | | $ | — | | | | | $ | — | | | | | $ | 23,183 | | | | | $ | (7) | | |
| | |
Fair Value
|
| |
Within 1 Year
|
| ||||||
Commercial paper
|
| | | $ | 49,190 | | | | | $ | 49,190 | | |
Corporate-debt securities
|
| | | | 40,908 | | | | | | 40,908 | | |
Asset-backed securities
|
| | | | 17,998 | | | | | | 17,998 | | |
U.S. agency securities
|
| | | | 16,984 | | | | | | 16,984 | | |
U.S. Treasury securities
|
| | | | 6,697 | | | | | | 6,697 | | |
Non-U.S. securities
|
| | | | 700 | | | | | | 700 | | |
Total
|
| | | $ | 132,477 | | | | | $ | 132,477 | | |
As of September 30, 2020
|
| |
Notional
Amount |
| |
Fair Value Derivatives
|
| ||||||||||||
|
Asset
|
| |
Liability
|
| ||||||||||||||
Interest rate caps
|
| | | $ | 100,000 | | | | | $ | — | | | | | $ | — | | |
Interest rate lock commitments
|
| | | | 24,884 | | | | | | (848) | | | | | | — | | |
As of December 31, 2019
|
| |
Notional
Amount |
| |
Fair Value Derivatives
|
| ||||||||||||
|
Asset
|
| |
Liability
|
| ||||||||||||||
Interest rate caps
|
| | | $ | 100,000 | | | | | $ | 4 | | | | | $ | — | | |
Interest rate lock commitments
|
| | | | 3,429 | | | | | | 95 | | | | | | — | | |
Embedded conversion options
|
| | | | 180,252 | | | | | | — | | | | | | 41,697 | | |
| | |
Nine Months Ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Net gains (losses) recognized on economic hedges: | | | | | | | | | | | | | |
Revenue | | | | $ | 753 | | | | | $ | 135 | | |
Derivative and warrant fair value adjustment
|
| | | $ | (23,317) | | | | | $ | — | | |
Other income-net
|
| | | $ | (4) | | | | | $ | (729) | | |
| | |
September 30, 2020
|
| |
December 31, 2019
|
| ||||||
Assets | | | | ||||||||||
Cash and cash equivalents
|
| | | $ | 15,370 | | | | | $ | 86,526 | | |
Restricted cash
|
| | | | 161,624 | | | | | | 268,368 | | |
Real estate inventory
|
| | | | 148,205 | | | | | | 1,312,194 | | |
Other(a)
|
| | | | 6,048 | | | | | | 25,793 | | |
Total assets
|
| | | $ | 331,247 | | | | | $ | 1,692,881 | | |
Liabilities | | | | | | | | | | | | | |
Credit facilities
|
| | | $ | 257,647 | | | | | $ | 1,264,913 | | |
Other(b) | | | | | 3,444 | | | | | | 14,983 | | |
Total liabilities
|
| | | $ | 261,091 | | | | | $ | 1,279,896 | | |
As of September 30, 2020
|
| |
Borrowing
Capacity |
| |
Outstanding
Amount |
| |
Weighted
Average Interest Rate |
| |
End of Revolving
Period |
| |
Final Maturity
Date |
| |||||||||
Revolving Facility 2018-1
|
| | | $ | 250,000 | | | | | $ | 962 | | | | | | 4.32% | | | |
February 10, 2021
|
| |
May 10, 2021
|
|
Revolving Facility 2018-2
|
| | | | 750,000 | | | | | | 1,373 | | | | | | 4.44% | | | |
September 23, 2022
|
| |
December 23, 2022
|
|
Revolving Facility 2018-3
|
| | | | 100,000 | | | | | | 11,558 | | | | | | 4.36% | | | |
June 1, 2023
|
| |
June 1, 2023
|
|
Revolving Facility 2019-1
|
| | | | 300,000 | | | | | | 10,909 | | | | | | 3.76% | | | |
March 4, 2022
|
| |
March 4, 2022
|
|
Revolving Facility 2019-2
|
| | | | 1,030,000 | | | | | | 72,808 | | | | | | 3.30% | | | |
July 8, 2021
|
| |
July 7, 2022
|
|
Revolving Facility 2019-3
|
| | | | 475,000 | | | | | | 11,001 | | | | | | 3.92% | | | |
August 22, 2022
|
| |
August 21, 2023
|
|
Total
|
| | | $ | 2,905,000 | | | | | $ | 108,611 | | | | | | | | | | | | | | |
|
As of December 31, 2019
|
| |
Outstanding
Amount |
| |
Weighted
Average Interest Rate |
| ||||||
Revolving Facility 2016-1
|
| | | $ | 39,346 | | | | | | 6.17% | | |
Revolving Facility 2017-1
|
| | | | 25,758 | | | | | | 7.00% | | |
Revolving Facility 2018-1
|
| | | | 126,450 | | | | | | 5.62% | | |
Revolving Facility 2018-2
|
| | | | 194,293 | | | | | | 6.00% | | |
Revolving Facility 2018-3
|
| | | | 111,411 | | | | | | 4.65% | | |
Revolving Facility 2019-1
|
| | | | 206,399 | | | | | | 3.81% | | |
Revolving Facility 2019-2
|
| | | | 327,226 | | | | | | 3.41% | | |
Revolving Facility 2019-3
|
| | | | 42,812 | | | | | | 3.02% | | |
Total
|
| | | $ | 1,073,695 | | | | | | | | |
As of September 30, 2020
|
| |
Borrowing
Capacity |
| |
Outstanding
Amount |
| |
Interest
Rate |
| |
End of Draw
Period |
| |
Final Maturity
Date |
| |||||||||
Term Debt Facility 2016-M1
|
| | | $ | 149,000 | | | | | $ | 40,000 | | | | | | 10.00% | | | |
October 31, 2022
|
| |
April 30, 2024
|
|
Term Debt Facility 2019-M1
|
| | | | 54,000 | | | | | | 15,000 | | | | | | 15.00% | | | |
August 15, 2023
|
| |
February 15, 2025
|
|
Term Debt Facility 2020-M1
|
| | | | 300,000 | | | | | | 100,000 | | | | | | 10.00% | | | |
January 23, 2023
|
| |
January 23, 2026
|
|
Total
|
| | | $ | 503,000 | | | | | $ | 155,000 | | | | | | |||||||||
| | |
Issuance Costs
|
| | | | (5,965) | | | | | | | | | | | | | | | |||
| | |
Carrying Value
|
| | | $ | 149,035 | | | | | | | | | | | | | | |
As of September 30, 2020
|
| |
Borrowing
Capacity |
| |
Outstanding
Amount |
| |
Weighted
Average Interest Rate |
| |
End of
Revolving Period |
| |
Final Maturity
Date |
| |||||||||
Repo Facility 2019-R1
|
| | | $ | 50,000 | | | | | $ | 13,297 | | | | | | 1.90% | | | |
April 29, 2021
|
| |
April 29, 2021
|
|
As of December 31, 2019
|
| |
Outstanding
Amount |
| |
Weighted
Average Interest Rate |
| ||||||
Repo Facility 2019-R1
|
| | | $ | 2,021 | | | | | | 3.98% | | |
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 | |
Asset/Liability Class
|
| |
Valuation Methodology, Inputs and
Assumptions |
| |
Classification
|
|
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
|
| | 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 | |
Other current assets | | | | | | | |
Interest rate caps | | | Prices obtained from derivative broker that compiles prices for identical or similar instruments, when available. | | | Level 2 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 | |
Interest rate lock commitments | | | Fair value of the underlying loan based on quoted market prices in the secondary market and sale commitments. | | | Level 2 recurring fair value measurement | |
Credit facilities and other secured borrowings | | | | | | | |
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. | |
Loans sold under agreements to repurchase | | | Fair value is estimated using discounted cash flows based on current lending rates for similar asset-backed financing facilities with similar terms and remaining time to maturity. | | | Carried at amortized cost. Estimated fair value classified as Level 2. | |
Convertible notes
|
| | Fair value is estimated using discounted cash flows based on current lending rates for term notes with similar remaining time to maturity. | | | Carried at amortized cost. Estimated fair value classified as Level 2 | |
Asset/Liability Class
|
| |
Valuation Methodology, Inputs and
Assumptions |
| |
Classification
|
|
Derivative and warrant liabilities | | | | | | | |
Warrant liabilities | | | Fair value is estimated using the Black-Scholes-Merton option pricing model with inputs and assumptions including the Company’s equity valuation, expected volatility, expected duration of the warrants, and associated risk-free rate. | | | Level 3 recurring fair value measurement | |
Embedded conversion options | | | Fair value is estimated using a lattice model incorporating the probabilities of various conversion scenarios with respect to timing and conversion features under the terms of the convertible notes. | | | Level 3 recurring fair value measurement | |
| | |
Fair Value as of
September 30, 2020 |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
Marketable securities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate debt securities
|
| | | $ | 38,902 | | | | | $ | — | | | | | $ | 38,902 | | | | | $ | — | | |
Asset-backed securities
|
| | | | 17,998 | | | | | | — | | | | | | 17,998 | | | | | | — | | |
U.S. agency securities
|
| | | | 16,984 | | | | | | — | | | | | | 16,984 | | | | | | — | | |
U.S. Treasury securities
|
| | | | 6,697 | | | | | | — | | | | | | 6,697 | | | | | | — | | |
Commercial paper
|
| | | | 850 | | | | | | — | | | | | | 850 | | | | | | — | | |
Non-U.S. securities
|
| | | | 700 | | | | | | — | | | | | | 700 | | | | | | — | | |
Mortgage loans held for sale pledged under agreements to repurchase
|
| | | | 13,984 | | | | | | — | | | | | | 13,984 | | | | | | — | | |
Other current assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate lock commitments.
|
| | | | 848 | | | | | | — | | | | | | 848 | | | | | | — | | |
Total assets
|
| | | $ | 96,963 | | | | | $ | — | | | | | $ | 96,963 | | | | | $ | — | | |
Accounts payable and other accrued liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrants liabilities – current
|
| | | $ | 6,440 | | | | | $ | — | | | | | $ | — | | | | | $ | 6,440 | | |
Total liabilities
|
| | | $ | 6,440 | | | | | $ | — | | | | | $ | — | | | | | $ | 6,440 | | |
|
| | |
Fair Value as of
December 31, 2019 |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
Marketable securities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate debt securities
|
| | | $ | 16,428 | | | | | $ | — | | | | | $ | 16,428 | | | | | $ | — | | |
Asset-backed securities
|
| | | | 12,492 | | | | | | — | | | | | | 12,492 | | | | | | — | | |
Commercial paper
|
| | | | 12,956 | | | | | | — | | | | | | 12,956 | | | | | | — | | |
Non-U.S. securities
|
| | | | 700 | | | | | | — | | | | | | 700 | | | | | | — | | |
U.S. Treasury securities
|
| | | | 1,000 | | | | | | — | | | | | | 1,000 | | | | | | — | | |
Mortgage loans held for sale pledged under agreements to repurchase
|
| | | | 2,116 | | | | | | — | | | | | | 2,116 | | | | | | — | | |
Other current assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate caps
|
| | | | 4 | | | | | | — | | | | | | 4 | | | | | | — | | |
Interest rate lock commitments
|
| | | | 95 | | | | | | | | | | | | 95 | | | | | | | | |
Total assets
|
| | | $ | 45,791 | | | | | $ | — | | | | | $ | 45,791 | | | | | $ | — | | |
Derivative and warrant liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrants
|
| | | $ | 4,538 | | | | | $ | — | | | | | $ | — | | | | | $ | 4,538 | | |
Embedded conversion options
|
| | | | 41,697 | | | | | | — | | | | | | — | | | | | | 41,697 | | |
Total liabilities
|
| | | $ | 46,235 | | | | | $ | — | | | | | $ | — | | | | | $ | 46,235 | | |
| | |
As of September 30, 2020
|
| |||||||||||||||||||||
| | |
Carrying
Value |
| |
Fair Value
|
| |
Level 1
|
| |
Level 2
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 469,365 | | | | | $ | 469,365 | | | | | $ | 469,365 | | | | | $ | — | | |
Restricted cash
|
| | | | 174,194 | | | | | | 174,194 | | | | | | 174,194 | | | | | | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Credit facilities and other secured borrowings
|
| | | $ | 270,944 | | | | | $ | 270,944 | | | | | $ | — | | | | | $ | 270,944 | | |
| | |
As of December 31, 2019
|
| |||||||||||||||||||||
| | |
Carrying
Value |
| |
Fair Value
|
| |
Level 1
|
| |
Level 2
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 405,080 | | | | | $ | 405,080 | | | | | $ | 405,080 | | | | | $ | — | | |
Restricted cash
|
| | | | 279,742 | | | | | | 279,742 | | | | | | 279,742 | | | | | | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Credit facilities and other secured borrowings
|
| | | $ | 1,296,054 | | | | | $ | 1,296,054 | | | | | $ | — | | | | | $ | 1,296,054 | | |
Convertible notes
|
| | | | 140,096 | | | | | | 180,252 | | | | | | — | | | | | | 180,252 | | |
| | |
Warrants
|
| |
Embedded Conversion
Option |
| ||||||
Balance at January 1, 2019
|
| | | $ | 18,022 | | | | | $ | — | | |
Net change in fair value
|
| | | | (7,413) | | | | | | — | | |
Issuances
|
| | | | 1,170 | | | | | | 41,697 | | |
Exercise of warrants
|
| | | | (7,241) | | | | | | — | | |
Balance as of December 31, 2019
|
| | | | 4,538 | | | | | | 41,697 | | |
Net change in fair value
|
| | | | 1,902 | | | | | | 23,317 | | |
Settlement of convertible notes
|
| | | | — | | | | | | (65,014) | | |
Balance as of September 30, 2020
|
| | | $ | 6,440 | | | | | $ | — | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
Internally developed software
|
| | | $ | 44,209 | | | | | $ | 33,765 | | |
Software implementation costs
|
| | | | 1,604 | | | | | | 1,214 | | |
Computers
|
| | | | 5,383 | | | | | | 7,777 | | |
Security systems
|
| | | | 559 | | | | | | 4,927 | | |
Furniture and fixtures
|
| | | | 3,007 | | | | | | 2,843 | | |
Leasehold improvements
|
| | | | 2,444 | | | | | | 2,748 | | |
Office equipment
|
| | | | 1,910 | | | | | | 1,794 | | |
Total
|
| | | | 59,116 | | | | | | 55,068 | | |
Accumulated depreciation and amortization
|
| | | | (29,682) | | | | | | (20,462) | | |
Property and equipment – net
|
| | | $ | 29,434 | | | | | $ | 34,606 | | |
| | |
Gross
Carrying Amount |
| |
Accumulated
Amortization |
| |
Net
Carrying Amount |
| |
Weighted Average
Useful Life (Years) |
| ||||||||||||
Developed technology
|
| | | $ | 2,921 | | | | | $ | (2,921) | | | | | $ | — | | | | | | 2 | | |
Customer relationships
|
| | | | 7,400 | | | | | | (2,295) | | | | | | 5,105 | | | | | | 5 | | |
Trademarks
|
| | | | 5,400 | | | | | | (1,396) | | | | | | 4,004 | | | | | | 5 | | |
Non-competition agreements
|
| | | | 100 | | | | | | (100) | | | | | | — | | | | | | 2 | | |
Intangible assets – net
|
| | | $ | 15,821 | | | | | $ | (6,712) | | | | | $ | 9,109 | | | | | | | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
Accrued expenses due to vendors
|
| | | $ | 19,434 | | | | | $ | 16,342 | | |
Accounts payable due to vendors
|
| | | | 3,212 | | | | | | 6,453 | | |
Accrued property and franchise taxes
|
| | | | 1,243 | | | | | | 5,739 | | |
Accrued payroll and other employee related expenses
|
| | | | 5,198 | | | | | | 3,328 | | |
Other
|
| | | | 8,911 | | | | | | 1,115 | | |
Total accounts payable and other accrued liabilities
|
| | | $ | 37,998 | | | | | $ | 32,977 | | |
| | |
Number of
Options (in thousands) |
| |
Weighted-
Average Exercise Price |
| |
Weighted-
Average Remaining Contractual Term (in years) |
| |
Aggregate
Intrinsic Value (in thousands) |
| ||||||||||||
Balance – December 31, 2019
|
| | | | 22,633 | | | | | | 3.00 | | | | | | 6.9 | | | | | | 110,481 | | |
Exercised
|
| | | | (378) | | | | | | 2.85 | | | | | | | | | | | | | | |
Forfeited
|
| | | | (2,734) | | | | | | 3.67 | | | | | | | | | | | | | | |
Expired
|
| | | | (796) | | | | | | 3.65 | | | | | | | | | | | | | | |
Balance – September 30, 2020
|
| | | | 18,725 | | | | | | 2.88 | | | | | | 6.0 | | | | | | 93,646 | | |
Exercisable – September 30, 2020
|
| | | | 13,096 | | | | | | 2.37 | | | | | | 5.3 | | | | | | 72,214 | | |
|
| | |
Number of
RSUs (in thousands) |
| |
Weighted-
Average Grant-Date Fair Value |
| ||||||
Unvested and outstanding – December 31, 2019
|
| | | | 14,070 | | | | | $ | 6.80 | | |
Granted
|
| | | | 8,592 | | | | | | 7.60 | | |
Forfeited
|
| | | | (3,000) | | | | | | 6.99 | | |
Unvested and outstanding – September 30, 2020
|
| | | | 19,662 | | | | | | 7.12 | | |
Vested and outstanding – September 30, 2020
|
| | | | — | | | | | | — | | |
| | |
Number of
Restricted Shares (Thousands) |
| |
Weighted-
Average Grant-Date Fair Value |
| ||||||
Unvested – December 31, 2019
|
| | | | 2,156 | | | | | $ | 5.98 | | |
Vested
|
| | | | (636) | | | | | $ | 5.90 | | |
Unvested – September 30, 2020
|
| | | | 1,520 | | | | | $ | 6.01 | | |
| | |
Nine months Ended September 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Stock options
|
| | | | 5,411 | | | | | | 7,085 | | |
Excess of the repurchase price over the fair value of common stock awards repurchased
|
| | | | — | | | | | | 590 | | |
Vesting of restricted shares
|
| | | | 3,751 | | | | | | 2,315 | | |
Total stock-based compensation expense
|
| | | | 9,162 | | | | | | 9,990 | | |
|
| | |
2019
Range |
|
Fair value
|
| |
$6.82
|
|
Volatility
|
| |
32%
|
|
Risk-free rate
|
| |
1.80% – 2.34%
|
|
Expected life (in years)
|
| |
5 – 7
|
|
Expected dividend
|
| |
$—
|
|
| | |
For the Nine Months Ended September 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Basic net loss per share: | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | |
Net Loss
|
| | | $ | (198,968) | | | | | $ | (247,448) | | |
Minus: Net income attributed to noncontrolling interests
|
| | | | — | | | | | | 1,847 | | |
Net loss attributable to common shareholders – basic
|
| | | $ | (198,968) | | | | | $ | (249,295) | | |
Denominator: | | | | | | | | | | | | | |
Weighted average shares outstanding – basic and diluted
|
| | | | 53,110 | | | | | | 48,786 | | |
Basic net loss per share
|
| | | $ | (3.75) | | | | | $ | (5.11) | | |
Diluted net loss per share: | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | |
Net Loss
|
| | | $ | (198,968) | | | | | $ | (247,448) | | |
Minus: Net income attributed to noncontrolling interests
|
| | | | — | | | | | | 1,847 | | |
Minus: Gain on liability-classified warrants
|
| | | | — | | | | | | 8,402 | | |
Net loss attributable to common shareholders – diluted
|
| | | $ | (198,968) | | | | | $ | (257,697) | | |
Denominator: | | | | | | | | | | | | | |
Weighted average shares outstanding – basic and diluted
|
| | | | 53,110 | | | | | | 48,786 | | |
Diluted net loss per share
|
| | | $ | (3.75) | | | | | $ | (5.28) | | |
| | |
For the Nine Months Ended September 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Common Stock Warrants
|
| | | | 2,084 | | | | | | 2,081 | | |
Series D Preferred Stock Warrants
|
| | | | 300 | | | | | | — | | |
Series E Preferred Stock Warrants
|
| | | | 225 | | | | | | 75 | | |
RSUs
|
| | | | 19,662 | | | | | | 8,736 | | |
Options
|
| | | | 18,725 | | | | | | 22,760 | | |
Unvested Shares from Early Exercise
|
| | | | 46 | | | | | | 220 | | |
Restricted Shares
|
| | | | 1,520 | | | | | | 2,288 | | |
Redeemable convertible preferred stock
|
| | | | 194,384 | | | | | | 189,064 | | |
Total anti-dilutive securities
|
| | | | 236,946 | | | | | | 225,224 | | |
| | | | | |
As of December 31,
|
| |||||||||
| | | | | |
2019
|
| |
2018
|
| ||||||
ASSETS | | | | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | | | $ | 405,080 | | | | | $ | 262,368 | | |
Restricted cash
|
| | | | | | | 279,742 | | | | | | 143,403 | | |
Marketable securities
|
| | | | | | | 43,576 | | | | | | 9,004 | | |
Escrow receivable
|
| | | | | | | 13,882 | | | | | | 10,772 | | |
Real estate inventory, net
|
| | | | | | | 1,312,369 | | | | | | 1,361,796 | | |
Other current assets
|
| | | | | | | 32,995 | | | | | | 20,828 | | |
Total current assets
|
| | | | | | | 2,087,644 | | | | | | 1,808,171 | | |
PROPERTY AND EQUIPMENT – Net
|
| | | | | | | 34,606 | | | | | | 17,976 | | |
RIGHT OF USE ASSETS
|
| | | | | | | 60,681 | | | | | | — | | |
GOODWILL
|
| | | | | | | 30,945 | | | | | | 9,400 | | |
INTANGIBLES – Net
|
| | | | | | | 12,414 | | | | | | 3,743 | | |
OTHER ASSETS
|
| | | | | | | 5,394 | | | | | | 3,005 | | |
TOTAL ASSETS
|
| |
(1)
|
| | | $ | 2,231,684 | | | | | $ | 1,842,295 | | |
LIABILITIES, TEMPORARY EQUITY, AND SHAREHOLDERS’ DEFICIT
|
| | | | | | | | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | | | | | | | | | |
Accounts payable and other accrued liabilities
|
| | | | | | $ | 32,977 | | | | | $ | 30,265 | | |
Current portion of credit facilities and other secured borrowings
|
| | | | | | | 1,074,125 | | | | | | 1,032,593 | | |
Interest payable
|
| | | | | | | 5,808 | | | | | | 5,333 | | |
Lease liabilities, current portion
|
| | | | | | | 13,472 | | | | | | — | | |
Total current liabilities
|
| | | | | | | 1,126,382 | | | | | | 1,068,191 | | |
CREDIT FACILITIES – Net of current portion
|
| | | | | | | 221,929 | | | | | | 100,502 | | |
CONVERTIBLE NOTES
|
| | | | | | | 140,096 | | | | | | — | | |
DERIVATIVE AND WARRANT LIABILITIES
|
| | | | | | | 46,235 | | | | | | 18,022 | | |
LEASE LIABILITIES – Net of current portion
|
| | | | | | | 48,435 | | | | | | — | | |
OTHER LIABILITIES
|
| | | | | | | 208 | | | | | | 5,082 | | |
Total liabilities
|
| |
(2)
|
| | | | 1,583,285 | | | | | | 1,191,797 | | |
COMMITMENTS AND CONTINGENCIES (See Note 19) | | | | | | | | | | | | | | | | |
TEMPORARY EQUITY: | | | | | | | | | | | | | | | | |
Series A convertible preferred stock, 24,784,202 and 25,477,056 shares authorized as of December 31, 2019 and 2018; 24,784,202 shares issued and outstanding as of December 31, 2019 and 2018; liquidation preference of $9,807 as of December 31, 2019 and 2018
|
| | | | | | | 9,763 | | | | | | 9,763 | | |
Series B convertible preferred stock, 14,738,907 and 15,029,846 shares authorized as of December 31, 2019 and 2018; 14,738,907 shares issued and outstanding as of December 31, 2019 and 2018; liquidation preference of $20,182 as of December 31, 2019 and 2018
|
| | | | | | | 20,049 | | | | | | 20,049 | | |
| | | | | |
As of December 31,
|
| |||||||||
| | | | | |
2019
|
| |
2018
|
| ||||||
Series C convertible preferred stock, 17,972,134 shares authorized as of
December 31, 2019 and 2018; 17,972,134 shares issued and outstanding as of December 31, 2019 and 2018; liquidation preference of $77,160 as of December 31, 2019 and 2018 |
| | | | | | | 80,519 | | | | | | 80,519 | | |
Series D convertible preferred stock, 39,539,070 and 39,557,594 shares authorized as of December 31, 2019 and 2018; 39,239,070 and 33,919,032 shares issued and outstanding as of December 31, 2019 and 2018; liquidation preference of $248,333 and $213,333 as of December 31, 2019 and 2018
|
| | | | | | | 257,951 | | | | | | 222,951 | | |
Series E convertible preferred stock, 102,588,689 and 78,441,874 shares
authorized as of December 31, 2019 and 2018; 97,649,658 and 76,426,829 shares issued and outstanding as of December 31, 2019 and 2018; liquidation preference of $1,011,319 and $728,444 as of December 31, 2019 and 2018 |
| | | | | | | 1,013,220 | | | | | | 730,582 | | |
Total temporary equity
|
| | | | | | | 1,381,502 | | | | | | 1,063,864 | | |
SHAREHOLDERS’ DEFICIT | | | | | | | | | | | | | | | | |
Common stock, $0.00001 par value, 300,000,000 and 274,000,000
shares authorized as of December 31, 2019 and 2018; 51,775,096 and 48,137,116 shares issued and outstanding as of December 31, 2019 and 2018 |
| | | | | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | | | | 57,362 | | | | | | 31,201 | | |
Accumulated deficit
|
| | | | | | | (790,483) | | | | | | (446,056) | | |
Accumulated other comprehensive income (loss)
|
| | | | | | | 18 | | | | | | (2) | | |
Total shareholders’ deficit of Opendoor Labs Inc.
|
| | | | | | | (733,103) | | | | | | (414,857) | | |
Non-controlling interests
|
| | | | | | | — | | | | | | 1,491 | | |
Total shareholders’ deficit
|
| | | | | | | (733,103) | | | | | | (413,366) | | |
TOTAL LIABILITIES, TEMPORARY EQUITY, AND SHAREHOLDERS’ DEFICIT
|
| | | | | | $ | 2,231,684 | | | | | $ | 1,842,295 | | |
|
| | |
For the years ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
REVENUE
|
| | | $ | 4,740,583 | | | | | $ | 1,838,066 | | | | | $ | 711,066 | | |
COST OF REVENUE
|
| | | | 4,439,333 | | | | | | 1,704,638 | | | | | | 644,719 | | |
GROSS PROFIT
|
| | | | 301,250 | | | | | | 133,428 | | | | | | 66,347 | | |
OPERATING EXPENSES: | | | | | | | | | | | | | | | | | | | |
Sales, marketing and operations
|
| | | | 384,416 | | | | | | 196,292 | | | | | | 74,938 | | |
General and administrative
|
| | | | 113,446 | | | | | | 72,350 | | | | | | 36,928 | | |
Technology and development
|
| | | | 51,222 | | | | | | 28,458 | | | | | | 16,123 | | |
Total operating expenses
|
| | | | 549,084 | | | | | | 297,100 | | | | | | 127,989 | | |
LOSS FROM OPERATIONS
|
| | | | (247,834) | | | | | | (163,672) | | | | | | (61,642) | | |
WARRANT FAIR VALUE ADJUSTMENT
|
| | | | 6,243 | | | | | | (18,022) | | | | | | (32) | | |
INTEREST EXPENSE
|
| | | | (109,728) | | | | | | (60,456) | | | | | | (23,342) | | |
OTHER INCOME – Net
|
| | | | 12,401 | | | | | | 2,598 | | | | | | 249 | | |
LOSS BEFORE INCOME TAXES
|
| | | | (338,918) | | | | | | (239,552) | | | | | | (84,767) | | |
INCOME TAX EXPENSE
|
| | | | (252) | | | | | | (377) | | | | | | — | | |
NET LOSS
|
| | | | (339,170) | | | | | | (239,929) | | | | | | (84,767) | | |
LESS NET INCOME ATTRIBUTABLE TO
NONCONTROLLING INTERESTS |
| | | | 1,847 | | | | | | 1,362 | | | | | | 62 | | |
NET LOSS ATTRIBUTABLE TO OPENDOOR LABS INC.
|
| | | $ | (341,017) | | | | | $ | (241,291) | | | | | $ | (84,829) | | |
Net loss per share attributable to common shareholders: | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | (6.90) | | | | | $ | (5.12) | | | | | $ | (2.12) | | |
Diluted
|
| | | $ | (7.06) | | | | | $ | (5.12) | | | | | $ | (2.12) | | |
Weighted-average shares outstanding: | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 49,444 | | | | | | 48,570 | | | | | | 39,930 | | |
Diluted
|
| | | | 49,444 | | | | | | 48,570 | | | | | | 39,930 | | |
| | |
For the years ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
NET LOSS
|
| | | $ | (339,170) | | | | | $ | (239,929) | | | | | $ | (84,767) | | |
OTHER COMPREHENSIVE INCOME (LOSS): | | | | | | | | | | | | | | | | | | | |
Unrealized gains (losses) on marketable securities
|
| | | | 20 | | | | | | 25 | | | | | | (27) | | |
COMPREHENSIVE LOSS
|
| | | | (339,150) | | | | | | (239,904) | | | | | | (84,794) | | |
LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
| | | | 1,847 | | | | | | 1,362 | | | | | | 62 | | |
COMPREHENSIVE LOSS ATTRIBUTABLE TO | | | | | | | | | | | | | | | | | | | |
OPENDOOR LABS INC.
|
| | | $ | (340,997) | | | | | $ | (241,266) | | | | | $ | (84,856) | | |
| | |
Temporary Equity
|
| | |
Shareholders’ 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) |
| |
Non-
controlling Interests |
| |
Total
Shareholders’ Deficit |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BALANCE – December 31,
2016 |
| | | | 25,477,056 | | | | | $ | 10,037 | | | | | | 15,029,846 | | | | | $ | 20,448 | | | | | | 17,972,134 | | | | | $ | 80,519 | | | | | | 33,184,364 | | | | | $ | 218,141 | | | | | | — | | | | | $ | — | | | | | | | 35,011,962 | | | | | $ | — | | | | | $ | 6,341 | | | | | $ | (76,605) | | | | | | — | | | | | | — | | | | | $ | (70,264) | | |
Issuance of Series D preferred stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 753,192 | | | | | | 4,931 | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of warrants for
services |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 32 | | | | | | — | | | | | | — | | | | | | — | | | | | | 32 | | |
Issuance of common stock in connection with acquisition
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 45,596 | | | | | | — | | | | | | 75 | | | | | | — | | | | | | — | | | | | | — | | | | | | 75 | | |
Vesting of restricted stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 8,520,424 | | | | | | — | | | | | | 12 | | | | | | — | | | | | | — | | | | | | — | | | | | | 12 | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 1,116,084 | | | | | | — | | | | | | 481 | | | | | | — | | | | | | — | | | | | | — | | | | | | 481 | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 3,761 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,761 | | |
Other comprehensive loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (27) | | | | | | — | | | | | | (27) | | |
Capital contributions from non-controlling interests
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 67 | | | | | | 67 | | |
Net income (loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (84,829) | | | | | | — | | | | | | 62 | | | | | | (84,767) | | |
BALANCE – December 31,
2017 |
| | | | 25,477,056 | | | | | $ | 10,037 | | | | | | 15,029,846 | | | | | $ | 20,448 | | | | | | 17,972,134 | | | | | $ | 80,519 | | | | | | 33,937,556 | | | | | $ | 223,072 | | | | | | — | | | | | | — | | | | | | | 44,694,066 | | | | | $ | — | | | | | $ | 10,702 | | | | | $ | (161,434) | | | | | $ | (27) | | | | | $ | 129 | | | | | | (150,630) | | |
Issuance of Series E preferred stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 73,940,269 | | | | | | 706,766 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Series E-1 preferred stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,486,560 | | | | | | 23,816 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of common stock in stock in connection with acquisition
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 1,648,679 | | | | | | — | | | | | | 7,922 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,922 | | |
Vesting of restricted stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 2,555,208 | | | | | | — | | | | | | 2,388 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,388 | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 5,172,343 | | | | | | — | | | | | | 5,201 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,201 | | |
Repurchase of common Stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | (5,933,180) | | | | | | — | | | | | | (9,986) | | | | | | (36,106) | | | | | | — | | | | | | — | | | | | | (46,092) | | |
Repurchase of Series A preferred stock
|
| | | | (692,854) | | | | | | (274) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,269) | | | | | | — | | | | | | — | | | | | | (5,269) | | |
Repurchase of Series B preferred stock
|
| | | | — | | | | | | — | | | | | | (290,939) | | | | | | (399) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,930) | | | | | | — | | | | | | — | | | | | | (1,930) | | |
Repurchase of Series D
preferred stock |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (18,524) | | | | | | (121) | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (26) | | | | | | — | | | | | | — | | | | | | (26) | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 14,974 | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,974 | | |
| | |
Temporary Equity
|
| | |
Shareholders’ 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) |
| |
Non-
controlling Interests |
| |
Total
Shareholders’ Deficit |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 25 | | | | | | — | | | | | | 25 | | |
Net income (loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (241,291) | | | | | | — | | | | | | 1,362 | | | | | | (239,929) | | |
BALANCE – December 31,
2018 |
| | | | 24,784,202 | | | | | $ | 9,763 | | | | | | 14,738,907 | | | | | $ | 20,049 | | | | | | 17,972,134 | | | | | $ | 80,519 | | | | | | 33,919,032 | | | | | $ | 222,951 | | | | | | 76,426,829 | | | | | $ | 730,582 | | | | | | | 48,137,116 | | | | | | — | | | | | $ | 31,201 | | | | | $ | (446,056) | | | | | $ | (2) | | | | | $ | 1,491 | | | | | $ | (413,366) | | |
Issuance of Series E-2 preferred stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,222,829 | | | | | | 282,638 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Series D
preferred stock |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,320,038 | | | | | | 35,000 | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 7,241 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,241 | | |
Issuance of common stock in stock in connection with acquisition
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 958,280 | | | | | | — | | | | | | 6,650 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,650 | | |
Vesting of restricted stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 1,302,065 | | | | | | — | | | | | | 1,061 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,061 | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 1,877,635 | | | | | | — | | | | | | 3,450 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,450 | | |
Repurchase of common stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | (500,000) | | | | | | — | | | | | | (590) | | | | | | (3,410) | | | | | | — | | | | | | — | | | | | | (4,000) | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 13,196 | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,196 | | |
Purchase of non- controlling interests
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | (4,847) | | | | | | — | | | | | | — | | | | | | (62) | | | | | | (4,909) | | |
Capital distribution of non-controlling interests interests
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,276) | | | | | | (3,276) | | |
Other comprehensive
income |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20 | | | | | | — | | | | | | 20 | | |
Net income (loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (341,017) | | | | | | — | | | | | | 1,847 | | | | | | (339,170) | | |
BALANCE – December 31,
2019 |
| | | | 24,784,202 | | | | | $ | 9,763 | | | | | | 14,738,907 | | | | | $ | 20,049 | | | | | | 17,972,134 | | | | | $ | 80,519 | | | | | | 39,239,070 | | | | | $ | 257,951 | | | | | | 97,649,658 | | | | | $ | 1,013,220 | | | | | | | 51,775,096 | | | | | $ | — | | | | | $ | 57,362 | | | | | $ | (790,483) | | | | | $ | 18 | | | | | $ | — | | | | | $ | (733,103) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
For the years ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (339,170) | | | | | $ | (239,929) | | | | | $ | (84,767) | | |
Adjustments to reconcile net loss to cash, cash equivalents, and restricted cash provided by (used in) operating activities:
|
| | | | | | | | | | | | | | | | | | |
Depreciation and amortization – net of accretion
|
| | | | 27,372 | | | | | | 12,781 | | | | | | 7,441 | | |
Amortization of right of use asset
|
| | | | 11,940 | | | | | | — | | | | | | — | | |
Stock-based compensation
|
| | | | 12,606 | | | | | | 8,422 | | | | | | 3,761 | | |
Warrant fair value adjustment
|
| | | | (6,243) | | | | | | 18,022 | | | | | | 32 | | |
Inventory valuation adjustment
|
| | | | 31,885 | | | | | | 20,523 | | | | | | 4,231 | | |
Loss on disposal of property and equipment
|
| | | | — | | | | | | — | | | | | | 517 | | |
Changes in fair value of derivative instruments
|
| | | | 1,102 | | | | | | 2,996 | | | | | | (134) | | |
Payment-in-kind interest
|
| | | | 2,052 | | | | | | — | | | | | | — | | |
Net fair value adjustments and gain (loss) on sale of mortgage loans held for sale
|
| | | | (447) | | | | | | — | | | | | | — | | |
Origination of mortgage loans held for sale
|
| | | | (23,194) | | | | | | — | | | | | | — | | |
Proceeds from sale and principal collections of mortgage loans held for sale
|
| | | | 21,525 | | | | | | — | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | | | | | | | |
Escrow receivable
|
| | | | (3,110) | | | | | | 4,474 | | | | | | 3,964 | | |
Real estate inventories
|
| | | | 16,951 | | | | | | (1,015,207) | | | | | | (152,390) | | |
Other assets
|
| | | | (7,518) | | | | | | (11,723) | | | | | | (3,016) | | |
Accounts payable and other accrued liabilities
|
| | | | (4,331) | | | | | | 16,375 | | | | | | 760 | | |
Interest payable
|
| | | | 475 | | | | | | 3,629 | | | | | | 1,048 | | |
Lease liabilities
|
| | | | (13,945) | | | | | | — | | | | | | — | | |
Net cash used in operating activities
|
| | | | (272,050) | | | | | | (1,179,637) | | | | | | (218,553) | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (27,972) | | | | | | (20,022) | | | | | | (2,869) | | |
Purchase of derivative instruments
|
| | | | — | | | | | | (16) | | | | | | (615) | | |
Purchase of marketable securities
|
| | | | (79,319) | | | | | | (22,910) | | | | | | (57,063) | | |
Proceeds from sales, maturities, redemptions and paydowns of
marketable securities |
| | | | 45,025 | | | | | | 40,373 | | | | | | 30,605 | | |
Acquisitions, net of cash acquired
|
| | | | (32,812) | | | | | | (4,857) | | | | | | — | | |
Net cash used in investing activities
|
| | | | (95,078) | | | | | | (7,432) | | | | | | (29,942) | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | | | | |
Proceeds from issuance of Series D preferred stock
|
| | | | 35,000 | | | | | | — | | | | | | 4,955 | | |
Issuance cost of Series D preferred stock
|
| | | | — | | | | | | — | | | | | | (24) | | |
Proceeds from issuance of Series E preferred stock
|
| | | | — | | | | | | 708,200 | | | | | | — | | |
Issuance cost of Series E preferred stock
|
| | | | — | | | | | | (1,434) | | | | | | — | | |
| | |
For the years ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Proceeds from issuance of Series E-2 preferred stock
|
| | | | 282,875 | | | | | | — | | | | | | — | | |
Issuance cost of Series E-2 preferred stock
|
| | | | (237) | | | | | | — | | | | | | — | | |
Proceeds from issuance of convertible notes
|
| | | | 178,200 | | | | | | 20,000 | | | | | | — | | |
Proceeds from exercise of stock options
|
| | | | 3,358 | | | | | | 6,888 | | | | | | 2,129 | | |
Capital distributions of non-controlling interest
|
| | | | (3,276) | | | | | | — | | | | | | 67 | | |
Proceeds from credit facilities and other secured borrowings
|
| | | | 3,664,217 | | | | | | 1,994,088 | | | | | | 490,281 | | |
Principal payments on credit facilities and other secured borrowings
|
| | | | (3,495,411) | | | | | | (1,176,541) | | | | | | (329,824) | | |
Payment of loan origination fees and debt issuance costs
|
| | | | (15,137) | | | | | | (8,911) | | | | | | (6,407) | | |
Repurchase of common stock at fair value
|
| | | | (3,410) | | | | | | (37,777) | | | | | | — | | |
Repurchase of Series A preferred stock
|
| | | | — | | | | | | (5,543) | | | | | | — | | |
Repurchase of Series B preferred stock
|
| | | | — | | | | | | (2,329) | | | | | | — | | |
Repurchase of Series D preferred stock
|
| | | | — | | | | | | (147) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 646,179 | | | | | | 1,496,494 | | | | | | 161,177 | | |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
| | | | 279,051 | | | | | | 309,425 | | | | | | (87,318) | | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – Beginning of year
|
| | | | 405,771 | | | | | | 96,346 | | | | | | 183,664 | | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – End of year
|
| | | $ | 684,822 | | | | | $ | 405,771 | | | | | $ | 96,346 | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION – Cash paid during the period for interest
|
| | | $ | 85,910 | | | | | $ | 44,574 | | | | | $ | 14,955 | | |
DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
|
| | | | | | | | | | | | | | | | | | |
Vesting of early exercised stock options
|
| | | $ | 1,060 | | | | | $ | 2,388 | | | | | $ | 254 | | |
Conversion of convertible notes to Series E-1 preferred stock
|
| | | | — | | | | | | 23,816 | | | | | | — | | |
Noncash financing, issuance of common stock for
acquisition |
| | | | 6,650 | | | | | | (6,152) | | | | | | — | | |
RECONCILIATION TO CONSOLIDATED BALANCE SHEETS:
|
| | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 405,080 | | | | | $ | 262,368 | | | | | $ | 33,919 | | |
Restricted cash
|
| | | | 279,742 | | | | | | 143,403 | | | | | | 62,427 | | |
Cash, cash equivalents, and restricted cash
|
| | | $ | 684,822 | | | | | $ | 405,771 | | | | | $ | 96,346 | | |
|
|
Internally developed software
|
| | 2 years | |
|
Software implementation costs
|
| |
Lesser of 3 years or contract term
|
|
|
Computers
|
| | 2 years | |
|
Security systems
|
| | 1 year | |
|
Furniture and fixtures
|
| | 5 years | |
|
Leasehold improvements
|
| |
Lesser of useful life or lease term
|
|
|
Office equipment
|
| | 3 years | |
|
Cash consideration
|
| | | $ | 34,300 | | |
|
Equity consideration – common stock
|
| | | | 6,700 | | |
|
Total consideration transferred
|
| | | $ | 41,000 | | |
|
Cash consideration
|
| | | $ | 9,370 | | |
|
Equity consideration
|
| | | | 6,150 | | |
|
Total consideration transferred
|
| | | $ | 15,520 | | |
| | |
For Year Ended December 31,
|
| |||||||||||||||
(unaudited)
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Revenue
|
| | | $ | 4,763,716 | | | | | $ | 1,883,129 | | | | | $ | 713,293 | | |
Net loss
|
| | | | (340,667) | | | | | | (231,865) | | | | | | (86,244) | | |
| | |
2019
|
| |
2018
|
| ||||||
Work-in-process
|
| | | $ | 179,419 | | | | | $ | 231,186 | | |
Finished goods
|
| | | | 1,132,950 | | | | | | 1,130,610 | | |
Total real estate inventory
|
| | | $ | 1,312,369 | | | | | $ | 1,361,796 | | |
| | |
December 31, 2019
|
| |||||||||||||||||||||||||||||||||
| | |
Cost
Basis |
| |
Unrealized
Gains |
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Cash and Cash
Equivalents |
| |
Marketable
Securities |
| ||||||||||||||||||
Cash
|
| | | $ | 366,358 | | | | | $ | — | | | | | $ | — | | | | | $ | 366,358 | | | | | $ | 366,358 | | | | | $ | — | | |
Money market funds
|
| | | | 30,935 | | | | | | — | | | | | | — | | | | | | 30,935 | | | | | | 30,935 | | | | | | — | | |
Commercial paper
|
| | | | 19,997 | | | | | | 1 | | | | | | (4) | | | | | | 19,994 | | | | | | 7,038 | | | | | | 12,956 | | |
Corporate debt
|
| | | | 16,417 | | | | | | 12 | | | | | | (1) | | | | | | 16,428 | | | | | | — | | | | | | 16,428 | | |
U.S. agency securities
|
| | | | 749 | | | | | | — | | | | | | — | | | | | | 749 | | | | | | 749 | | | | | | — | | |
U.S. Treasury
|
| | | | 1,000 | | | | | | — | | | | | | — | | | | | | 1,000 | | | | | | — | | | | | | 1,000 | | |
Asset-backed | | | | | 12,482 | | | | | | 12 | | | | | | (2) | | | | | | 12,492 | | | | | | — | | | | | | 12,492 | | |
Non-U.S. securities
|
| | | | 700 | | | | | | — | | | | | | — | | | | | | 700 | | | | | | — | | | | | | 700 | | |
Total
|
| | | $ | 448,638 | | | | | $ | 25 | | | | | $ | (7) | | | | | $ | 448,656 | | | | | $ | 405,080 | | | | | $ | 43,576 | | |
|
| | |
December 31, 2018
|
| |||||||||||||||||||||||||||||||||
| | |
Cost
Basis |
| |
Unrealized
Gains |
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Cash and Cash
Equivalents |
| |
Marketable
Securities |
| ||||||||||||||||||
Cash
|
| | | $ | 2,020 | | | | | $ | — | | | | | $ | — | | | | | $ | 2,020 | | | | | $ | 2,020 | | | | | $ | — | | |
Money market funds
|
| | | | 253,911 | | | | | | — | | | | | | — | | | | | | 253,911 | | | | | | 253,911 | | | | | | — | | |
Commercial paper
|
| | | | 6,635 | | | | | | — | | | | | | — | | | | | | 6,635 | | | | | | 4,192 | | | | | | 2,443 | | |
Corporate debt
|
| | | | 1,403 | | | | | | — | | | | | | (1) | | | | | | 1,402 | | | | | | 250 | | | | | | 1,152 | | |
U.S. agency securities
|
| | | | 5,456 | | | | | | 1 | | | | | | — | | | | | | 5,457 | | | | | | 1,995 | | | | | | 3,462 | | |
U.S. Treasury
|
| | | | 999 | | | | | | — | | | | | | — | | | | | | 999 | | | | | | — | | | | | | 999 | | |
Asset-backed | | | | | 950 | | | | | | — | | | | | | (2) | | | | | | 948 | | | | | | — | | | | | | 948 | | |
Total
|
| | | $ | 271,374 | | | | | $ | 1 | | | | | $ | (3) | | | | | $ | 271,372 | | | | | $ | 262,368 | | | | | $ | 9,004 | | |
| | |
Less than 12 Months
|
| |
12 Months or Greater
|
| |
Total
|
| |||||||||||||||||||||||||||
December 31, 2019
|
| |
Fair Value
|
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Unrealized
Losses |
| ||||||||||||||||||
Commercial paper
|
| | | $ | 15,059 | | | | | $ | (4) | | | | | $ | — | | | | | $ | — | | | | | $ | 15,059 | | | | | $ | (4) | | |
Corporate debt
|
| | | | 3,166 | | | | | | (1) | | | | | | — | | | | | | — | | | | | | 3,166 | | | | | | (1) | | |
Asset-backed | | | | | 4,258 | | | | | | (2) | | | | | | — | | | | | | — | | | | | | 4,258 | | | | | | (2) | | |
Non-U.S. securities
|
| | | | 700 | | | | | | — | | | | | | — | | | | | | — | | | | | | 700 | | | | | | — | | |
Total
|
| | | $ | 23,183 | | | | | $ | (7) | | | | | $ | — | | | | | $ | — | | | | | $ | 23,183 | | | | | $ | (7) | | |
|
| | |
Less than 12 Months
|
| |
12 Months or Greater
|
| |
Total
|
| |||||||||||||||||||||||||||
December 31, 2018
|
| |
Fair Value
|
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Unrealized
Losses |
| |
Fair Value
|
| |
Unrealized
Losses |
| ||||||||||||||||||
Commercial paper
|
| | | $ | 4,591 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 4,591 | | | | | $ | — | | |
Corporate debt
|
| | | | 1,402 | | | | | | (1) | | | | | | — | | | | | | — | | | | | | 1,402 | | | | | | (1) | | |
U.S. agency
|
| | | | 999 | | | | | | — | | | | | | — | | | | | | — | | | | | | 999 | | | | | | — | | |
Asset-backed | | | | | — | | | | | | — | | | | | | 948 | | | | | | (2) | | | | | | 948 | | | | | | (2) | | |
Total
|
| | | $ | 6,992 | | | | | $ | (1) | | | | | $ | 948 | | | | | $ | (2) | | | | | $ | 7,940 | | | | | $ | (3) | | |
December 31, 2019
|
| |
Fair Value
|
| |
Within
1 Year |
| |
After
1 Year through 5 Years |
| |||||||||
Commercial paper
|
| | | $ | 19,994 | | | | | $ | 19,994 | | | | | $ | — | | |
Corporate debt
|
| | | | 16,428 | | | | | | 16,428 | | | | | | — | | |
U.S. agency securities
|
| | | | 749 | | | | | | 749 | | | | | | — | | |
U.S. Treasury
|
| | | | 1,000 | | | | | | 1,000 | | | | | | — | | |
Asset-backed | | | | | 12,492 | | | | | | — | | | | | | 12,492 | | |
Non-U.S. securities
|
| | | | 700 | | | | | | 700 | | | | | | — | | |
Total
|
| | | $ | 51,363 | | | | | $ | 38,871 | | | | | $ | 12,492 | | |
|
| | |
Notional
Amount |
| |
Fair Value Derivatives
|
| ||||||||||||
As of December 31, 2019
|
| |
Asset
|
| |
Liability
|
| ||||||||||||
Interest rate caps
|
| | | $ | 100,000 | | | | | $ | 4 | | | | | $ | — | | |
Embedded conversion options
|
| | | $ | 180,252 | | | | | $ | — | | | | | $ | 41,697 | | |
| | |
Notional
Amount |
| |
Fair Value Derivatives
|
| ||||||||||||
As of December 31, 2018
|
| |
Asset
|
| |
Liability
|
| ||||||||||||
Interest rate caps
|
| | | $ | 366,700 | | | | | $ | 1,106 | | | | | $ | — | | |
| | |
For the Years Ended
December 31, |
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Other income, net
|
| | | $ | (773) | | | | | $ | 420 | | | | | $ | 134 | | |
| | |
Credit Facility
Vehicles |
| |||
Assets | | | | | | | |
Cash and cash equivalents
|
| | | $ | 86,526 | | |
Restricted cash
|
| | | | 268,368 | | |
Real estate inventory
|
| | | | 1,312,194 | | |
Other(a) | | | | | 25,793 | | |
Total assets
|
| | | $ | 1,692,881 | | |
Liabilities | | | | | | | |
Credit facilities
|
| | | $ | 1,264,913 | | |
Other(b) | | | | | 14,983 | | |
Total liabilities
|
| | | $ | 1,279,896 | | |
| | |
Credit Facility
Vehicles |
| |
Title
Companies |
| |
Total
|
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 79 | | | | | $ | — | | | | | $ | 79 | | |
Restricted cash
|
| | | | 127,798 | | | | | | 6,737 | | | | | | 134,535 | | |
Real estate inventory
|
| | | | 1,360,236 | | | | | | — | | | | | | 1,360,236 | | |
Other(a) | | | | | 19,431 | | | | | | 1,368 | | | | | | 20,799 | | |
Total assets
|
| | | $ | 1,507,544 | | | | | $ | 8,105 | | | | | | 1,515,649 | | |
Liabilities | | | | | | | | | | | | | | | | | | | |
Credit facilities
|
| | | $ | 1,133,095 | | | | | $ | — | | | | | $ | 1,133,095 | | |
Other(b) | | | | | 6,316 | | | | | | 528 | | | | | | 6,844 | | |
Total liabilities
|
| | | $ | 1,139,411 | | | | | $ | 528 | | | | | $ | 1,139,939 | | |
As of December 31, 2019
|
| |
Borrowing
Capacity |
| |
Outstanding
Amount |
| |
Weighted
Average Interest Rate |
| |
End of
Revolving Period |
| |
Final
Maturity Date |
| |||||||||
Revolving Facility 2016-1
|
| | | $ | 39,346 | | | | | $ | 39,346 | | | | | | 6.17% | | | |
August 22, 2019
|
| |
March 20, 2020
|
|
Revolving Facility 2017-1
|
| | | | 75,000 | | | | | | 25,758 | | | | | | 7.00% | | | |
March 1, 2020
|
| |
9 months by property
|
|
Revolving Facility 2018-1
|
| | | | 250,000 | | | | | | 126,450 | | | | | | 5.62% | | | |
July 11, 2020
|
| |
July 11, 2020
|
|
Revolving Facility 2018-2
|
| | | | 750,000 | | | | | | 194,293 | | | | | | 6.00% | | | |
September 4, 2020
|
| |
September 4, 2020
|
|
Revolving Facility 2018-3
|
| | | | 200,000 | | | | | | 111,411 | | | | | | 4.65% | | | |
June 20, 2020
|
| |
December 20, 2020
|
|
Revolving Facility 2019-1
|
| | | | 300,000 | | | | | | 206,399 | | | | | | 3.81% | | | |
June 5, 2021
|
| |
June 5, 2021
|
|
Revolving Facility 2019-2
|
| | | | 1,030,000 | | | | | | 327,226 | | | | | | 3.41% | | | |
July 8, 2021
|
| |
July 7, 2022
|
|
Revolving Facility 2019-3
|
| | | | 335,654 | | | | | | 42,812 | | | | | | 3.02% | | | |
August 20, 2021
|
| |
August 19, 2022
|
|
Total
|
| | | $ | 2,980,000 | | | | | $ | 1,073,695 | | | | | | | | | | | | | | |
|
As of December 31, 2018
|
| |
Outstanding
Amount |
| |
Weighted
Average Interest Rate |
| ||||||
Revolving Facility 2016-1
|
| | | $ | 326,970 | | | | | | 6.83% | | |
Revolving Facility 2017-1
|
| | | | 36,650 | | | | | | 7.00% | | |
Revolving Facility 2017-2
|
| | | | 184,250 | | | | | | 7.04% | | |
Revolving Facility 2018-1
|
| | | | 131,802 | | | | | | 6.25% | | |
Revolving Facility 2018-2
|
| | | | 299,279 | | | | | | 4.81% | | |
Total
|
| | | $ | 978,951 | | | | | | | | |
As of December 31, 2019
|
| |
Borrowing
Capacity |
| |
Outstanding
Amount |
| |
Interest
Rate |
| |
End of Draw
Period |
| |
Final
Maturity Date |
| |||||||||
Term Debt Facility 2016-M1
|
| | | $ | 300,000 | | | | | $ | 166,000 | | | | | | 10.00% | | | |
October 31, 2022
|
| |
April 30, 2024
|
|
Term Debt Facility 2019-M1
|
| | | | 100,000 | | | | | | 61,000 | | | | | | 15.00% | | | |
August 15, 2023
|
| |
February 15, 2025
|
|
Total
|
| | | $ | 400,000 | | | | | $ | 227,000 | | | | | | | | | | | | | | |
Issuance Costs, Net
|
| | | | (5,071) | | | | | | | | | | | | | | | ||||||
Carrying Value
|
| | | $ | 221,929 | | | | | | | | | | | | | | |
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 | |
Asset/Liability Class
|
| |
Valuation Methodology, Inputs and
Assumptions |
| |
Classification
|
|
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
|
| | 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 | |
Other current assets | | | | | | | |
Interest rate caps | | | Prices obtained from derivative broker that compiles prices for identical or similar instruments, when available. | | | Level 2 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 | |
Credit facilities and other secured borrowings
|
| | | | | | |
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.
|
|
Loans sold under agreements to repurchase
|
| | Fair value is estimated using discounted cash flows based on current lending rates for similar asset-backed financing facilities with similar terms and remaining time to maturity. | | |
Carried at amortized cost.
Estimated fair value classified as Level 2.
|
|
Convertible notes | | | Fair value is estimated using discounted cash flows based on current lending rates for term notes with similar remaining time to maturity. | | | Carried at amortized cost. Estimated fair value classified as Level 2 | |
Derivative and warrant liabilities | | | | | | | |
Warrant liabilities | | | Fair value is estimated using the Black-Scholes-Merton option pricing model with inputs and assumptions including the Company’s equity valuation, expected volatility, expected duration of the warrants, and associated risk-free rate. | | | Level 3 recurring fair value measurement | |
Embedded conversion options | | | Fair value is estimated using a lattice model incorporating the probabilities of various conversion scenarios with respect to timing and conversion features under the terms of the convertible notes. | | | Level 3 recurring fair value measurement | |
| | |
Fair Value as of
December 31, 2019 |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
Marketable securities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate debt securities
|
| | | $ | 16,428 | | | | | $ | — | | | | | $ | 16,428 | | | | | $ | — | | |
Asset-backed securities
|
| | | | 12,492 | | | | | | — | | | | | | 12,492 | | | | | | — | | |
Commercial paper
|
| | | | 12,956 | | | | | | — | | | | | | 12,956 | | | | | | — | | |
Non-U.S. securities
|
| | | | 700 | | | | | | — | | | | | | 700 | | | | | | — | | |
U.S. Treasury securities
|
| | | | 1,000 | | | | | | — | | | | | | 1,000 | | | | | | — | | |
Other current assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate caps
|
| | | | 4 | | | | | | — | | | | | | 4 | | | | | | — | | |
Mortgage loans held for sale pledged under agreements to
repurchase |
| | | | 2,116 | | | | | | — | | | | | | 2,116 | | | | | | — | | |
Total assets
|
| | | $ | 45,696 | | | | | $ | — | | | | | $ | 45,696 | | | | | $ | — | | |
Derivative and warrant Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrants
|
| | | $ | 4,538 | | | | | $ | — | | | | | $ | — | | | | | $ | 4,538 | | |
Embedded conversion options
|
| | | | 41,697 | | | | | | — | | | | | | — | | | | | | 41,697 | | |
Total liabilities
|
| | | $ | 46,235 | | | | | $ | — | | | | | $ | — | | | | | $ | 46,235 | | |
|
| | |
Fair Value as of
December 31, 2018 |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| ||||||||||||
Marketable securities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate debt securities
|
| | | $ | 1,152 | | | | | $ | — | | | | | $ | 1,152 | | | | | $ | — | | |
Asset-backed securities
|
| | | | 948 | | | | | | — | | | | | | 948 | | | | | | — | | |
Commercial paper
|
| | | | 2,443 | | | | | | — | | | | | | 2,443 | | | | | | — | | |
U.S. agency securities
|
| | | | 3,462 | | | | | | — | | | | | | 3,462 | | | | | | — | | |
U.S. Treasury securities
|
| | | | 999 | | | | | | — | | | | | | 999 | | | | | | — | | |
Other current assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate caps
|
| | | | 1,106 | | | | | | — | | | | | | 1,106 | | | | | | — | | |
Total assets
|
| | | $ | 10,110 | | | | | $ | — | | | | | $ | 10,110 | | | | | $ | — | | |
Derivative and warrant liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrants
|
| | | $ | 18,022 | | | | | $ | — | | | | | $ | — | | | | | $ | 18,022 | | |
Total liabilities
|
| | | $ | 18,022 | | | | | $ | — | | | | | $ | — | | | | | $ | 18,022 | | |
| | |
As of December 31, 2019
|
| |||||||||||||||||||||
| | |
Carrying
Value |
| |
Fair Value
|
| |
Level 1
|
| |
Level 2
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 405,080 | | | | | $ | 405,080 | | | | | $ | 405,080 | | | | | $ | — | | |
Restricted cash
|
| | | | 279,742 | | | | | | 279,742 | | | | | | 279,742 | | | | | | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Credit facilities and other secured borrowings
|
| | | $ | 1,296,054 | | | | | $ | 1,296,054 | | | | | $ | — | | | | | $ | 1,296,054 | | |
Convertible notes
|
| | | | 140,096 | | | | | | 180,252 | | | | | | — | | | | | | 180,252 | | |
| | |
As of December 31, 2018
|
| |||||||||||||||||||||
| | |
Carrying
Value |
| |
Fair Value
|
| |
Level 1
|
| |
Level 2
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 262,368 | | | | | $ | 262,368 | | | | | $ | 262,368 | | | | | $ | — | | |
Restricted cash
|
| | | | 143,403 | | | | | | 143,403 | | | | | | 143,403 | | | | | | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Credit facilities and other secured borrowings
|
| | | $ | 1,133,095 | | | | | $ | 1,133,095 | | | | | $ | — | | | | | $ | 1,133,095 | | |
| | |
Warrants
|
| |
Embedded
Conversion Option |
| ||||||
Balance as of December 31, 2017
|
| | | $ | — | | | | | $ | — | | |
Issuances
|
| | | | 14,529 | | | | | | — | | |
Net change in fair value (unrealized)
|
| | | | 3,493 | | | | | | — | | |
Balance as of December 31, 2018
|
| | | | 18,022 | | | | | | — | | |
Net change in fair value (unrealized)
|
| | | | (7,413) | | | | | | — | | |
Issuances
|
| | | | 1,170 | | | | | | 41,697 | | |
Exercise of warrants
|
| | | | (7,241) | | | | | | — | | |
Balance as of December 31, 2019
|
| | | $ | 4,538 | | | | | $ | 41,697 | | |
| | |
2019
|
| |
2018
|
| ||||||
Internally developed software
|
| | | $ | 33,765 | | | | | $ | 12,567 | | |
Software implementation costs
|
| | | | 1,214 | | | | | | 208 | | |
Computers
|
| | | | 7,777 | | | | | | 4,053 | | |
Security systems
|
| | | | 4,927 | | | | | | 3,235 | | |
Furniture and fixtures
|
| | | | 2,843 | | | | | | 1,547 | | |
Leasehold improvements
|
| | | | 2,748 | | | | | | 1,349 | | |
Office equipment
|
| | | | 1,794 | | | | | | 672 | | |
Total
|
| | | | 55,068 | | | | | | 23,631 | | |
Accumulated depreciation and amortization
|
| | | | (20,462) | | | | | | (5,655) | | |
Property and equipment – net
|
| | | $ | 34,606 | | | | | $ | 17,976 | | |
|
2020
|
| | | $ | 17,384 | | |
|
2021
|
| | | | 15,149 | | |
|
2022
|
| | | | 14,363 | | |
|
2023
|
| | | | 13,922 | | |
|
2024
|
| | | | 10,881 | | |
|
Thereafter
|
| | | | 832 | | |
|
Total undiscounted future cash flows
|
| | | $ | 72,531 | | |
|
Less: Imputed interest
|
| | | | 10,624 | | |
|
Total lease liabilities
|
| | | $ | 61,907 | | |
|
2019
|
| | | $ | 13,269 | | |
|
2020
|
| | | | 15,832 | | |
|
2021
|
| | | | 13,638 | | |
|
2022
|
| | | | 13,267 | | |
|
2023
|
| | | | 13,071 | | |
|
Total minimum payments
|
| | | $ | 69,077 | | |
| | |
Gross
Carrying Amount |
| |
Accumulated
Amortization |
| |
Net
Carrying Amount |
| |
Weighted Average
Useful Life (Years) |
| ||||||||||||
Developed technology
|
| | | $ | 2,921 | | | | | $ | (1,879) | | | | | $ | 1,042 | | | | | | 2 | | |
Customer relationships
|
| | | | 7,400 | | | | | | (990) | | | | | | 6,410 | | | | | | 5 | | |
Trademarks
|
| | | | 5,400 | | | | | | (631) | | | | | | 4,769 | | | | | | 5 | | |
Non-competition agreements
|
| | | | 100 | | | | | | (65) | | | | | | 35 | | | | | | 2 | | |
Intangible assets – net
|
| | | $ | 15,821 | | | | | $ | (3,565) | | | | | $ | 12,256 | | | | | | | | |
| | |
Gross
Carrying Amount |
| |
Accumulated
Amortization |
| |
Net
Carrying Amount |
| |
Weighted Average
Useful Life (Years) |
| ||||||||||||
Developed technology
|
| | | $ | 2,900 | | | | | $ | (423) | | | | | $ | 2,477 | | | | | | 2 | | |
Customer relationships
|
| | | | 900 | | | | | | (131) | | | | | | 769 | | | | | | 2 | | |
Trademarks
|
| | | | 300 | | | | | | (44) | | | | | | 256 | | | | | | 2 | | |
Non-competition agreements
|
| | | | 100 | | | | | | (15) | | | | | | 85 | | | | | | 2 | | |
Intangible assets – net
|
| | | $ | 4,200 | | | | | $ | (613) | | | | | $ | 3,587 | | | | | | | | |
Fiscal Years
|
| |
(In thousands)
|
| |||
2020
|
| | | $ | 3,730 | | |
2021
|
| | | | 2,320 | | |
2022
|
| | | | 2,320 | | |
2023
|
| | | | 2,320 | | |
2024
|
| | | | 1,566 | | |
Total
|
| | | $ | 12,256 | | |
| | |
2019
|
| |
2018
|
| ||||||
Accrued expenses due to vendors
|
| | | $ | 16,342 | | | | | $ | 15,394 | | |
Accounts payable due to vendors
|
| | | | 6,453 | | | | | | 6,237 | | |
Accrued property and franchise taxes
|
| | | | 5,739 | | | | | | 5,487 | | |
Accrued payroll and other employee related expenses
|
| | | | 3,328 | | | | | | 2,366 | | |
Other
|
| | | | 1,115 | | | | | | 781 | | |
Total accounts payable and other accrued liabilities
|
| | | $ | 32,977 | | | | | $ | 30,265 | | |
| | |
December 31,
|
| |||||||||
| | |
2019
|
| |
2018
|
| ||||||
Redeemable convertible preferred stock outstanding
|
| | | | 194,384 | | | | | | 167,841 | | |
Stock options issued and outstanding
|
| | | | 22,633 | | | | | | 26,330 | | |
RSUs issued and outstanding
|
| | | | 14,070 | | | | | | 564 | | |
Restricted shares of common stock
|
| | | | 2,156 | | | | | | 1,666 | | |
Early exercised stock options (unvested)
|
| | | | 116 | | | | | | 693 | | |
Warrants issued and outstanding
|
| | | | 2,459 | | | | | | 7,701 | | |
Future issuance of warrants
|
| | | | 750 | | | | | | — | | |
Shares available for future equity grants under 2014 Stock Plan
|
| | | | 2,176 | | | | | | 12,918 | | |
Total
|
| | | | 238,744 | | | | | | 217,713 | | |
| | |
Number of
Options (in thousands) |
| |
Weighted-
Average Exercise Price |
| |
Weighted-
Average Remaining Contractual Term (in years) |
| |
Aggregate
Intrinsic Value (in thousands) |
| ||||||||||||
Balance – December 31, 2018
|
| | | | 26,330 | | | | | $ | 2.53 | | | | | | 8.7 | | | | | $ | 113,031 | | |
Granted
|
| | | | 3,661 | | | | | | 5.56 | | | | | | | | | | | | | | |
Exercised
|
| | | | (1,928) | | | | | | 1.83 | | | | | | | | | | | | | | |
Forfeited
|
| | | | (5,256) | | | | | | 2.85 | | | | | | | | | | | | | | |
Expired
|
| | | | (174) | | | | | | 2.86 | | | | | | | | | | | | | | |
Balance – December 31, 2019
|
| | | | 22,633 | | | | | | 3.00 | | | | | | 6.9 | | | | | $ | 110,481 | | |
Exercisable – December 31, 2019
|
| | | | 10,870 | | | | | | 2.17 | | | | | | 6.0 | | | | | $ | 62,060 | | |
| | |
Number of
RSUs (in thousands) |
| |
Weighted-
Average Grant-Date Fair Value |
| ||||||
Unvested and outstanding – December 31, 2018
|
| | | | 564 | | | | | $ | 4.88 | | |
Granted
|
| | | | 13,901 | | | | | | 6.87 | | |
Forfeited
|
| | | | (395) | | | | | | 6.71 | | |
Unvested and outstanding – December 31, 2019
|
| | | | 14,070 | | | | | $ | 6.79 | | |
Vested and outstanding – December 31, 2019
|
| | | | — | | | | | | — | | |
| | |
Number of
Restricted Shares (In thousands) |
| |
Average
Grant-Date Fair Value |
| ||||||
Unvested – December 31, 2018
|
| | | | 1,666 | | | | | $ | 4.88 | | |
Granted
|
| | | | 1,263 | | | | | | 6.94 | | |
Vested
|
| | | | (773) | | | | | | 5.18 | | |
Unvested – December 31, 2019
|
| | | | 2,156 | | | | | $ | 5.98 | | |
Vested and outstanding – December 31, 2019
|
| | | | — | | | | | | — | | |
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Stock options
|
| | | $ | 9,175 | | | | | $ | 7,526 | | | | | $ | 3,761 | | |
Excess of the repurchase price over the fair value of common stock
awards repurchased |
| | | | 590 | | | | | | 6,552 | | | | | | — | | |
Vesting of restricted shares
|
| | | | 3,431 | | | | | | 896 | | | | | | — | | |
Total stock-based compensation expense
|
| | | $ | 13,196 | | | | | $ | 14,974 | | | | | $ | 3,761 | | |
| | |
2019 Range
|
| |
2018 Range
|
| |
2017 Range
|
|
Fair value
|
| |
$6.82 – $6.94
|
| |
$2.29 – $4.88
|
| |
$1.64 – $2.59
|
|
Volatility
|
| |
32% – 45%
|
| |
32% – 34%
|
| |
34% – 36%
|
|
Risk-free rate
|
| |
1.63% – 2.34%
|
| |
2.68% – 3.17%
|
| |
2.02% – 2.42%
|
|
Expected life (in years)
|
| |
5 – 7
|
| |
5 – 7
|
| |
7
|
|
Expected dividend
|
| |
$—
|
| |
$—
|
| |
$—
|
|
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Current income tax expense: | | | | | | | | | | | | | | | | | | | |
Federal
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
State
|
| | | | 252 | | | | | | 377 | | | | | | — | | |
Total current income tax expense
|
| | | | 252 | | | | | | 377 | | | | | | — | | |
Deferred income tax benefit: | | | | | | | | | | | | | | | | | | | |
Federal
|
| | | | — | | | | | | — | | | | | | — | | |
State
|
| | | | — | | | | | | — | | | | | | — | | |
Total deferred income tax benefit
|
| | | | — | | | | | | — | | | | | | — | | |
Income Tax Provision
|
| | | $ | 252 | | | | | $ | 377 | | | | | $ | — | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Federal tax benefit at statutory rate
|
| | | | 21.0% | | | | | | 21.0% | | | | | | 34.0% | | |
State income taxes, net of federal benefit
|
| | | | 3.2 | | | | | | 2.6 | | | | | | 2.9 | | |
Non-deductible expenses and other
|
| | | | (0.1) | | | | | | (0.9) | | | | | | (0.1) | | |
Non-deductible warrant expenses
|
| | | | 0.4 | | | | | | (1.6) | | | | | | — | | |
Share-based compensation
|
| | | | (0.4) | | | | | | 0.4 | | | | | | (0.8) | | |
Change in federal tax rate
|
| | | | — | | | | | | — | | | | | | (21.1) | | |
Change in valuation allowance, net
|
| | | | (25.2) | | | | | | (22.6) | | | | | | (16.0) | | |
Research and development credits
|
| | | | 1.0 | | | | | | 0.9 | | | | | | 1.1 | | |
Effective tax rate
|
| | | | (0.1)% | | | | | | (0.2)% | | | | | | (0.0)% | | |
| | |
2019
|
| |
2018
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Accrued and reserves
|
| | | $ | 4,231 | | | | | $ | 4,685 | | |
Inventory
|
| | | | 15,181 | | | | | | 15,419 | | |
Tax credits
|
| | | | 10,880 | | | | | | 5,334 | | |
Lease Liability
|
| | | | 14,800 | | | | | | — | | |
Net operating loss
|
| | | | 149,141 | | | | | | 66,427 | | |
Total gross deferred tax assets
|
| | | | 194,233 | | | | | | 91,865 | | |
Depreciation and amortization
|
| | | | (4,749) | | | | | | (3,179) | | |
Goodwill
|
| | | | (114) | | | | | | — | | |
Lease ROU Asset
|
| | | | (14,507) | | | | | | — | | |
Valuation allowance
|
| | | | (174,863) | | | | | | (88,686) | | |
Net deferred tax assets
|
| | | $ | — | | | | | $ | — | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Unrecognized tax benefits as of the beginning of the year
|
| | | $ | 2,433 | | | | | $ | 862 | | | | | $ | — | | |
Increases related to prior year tax provisions
|
| | | | 383 | | | | | | 197 | | | | | | 332 | | |
Decrease related to prior year tax provisions
|
| | | | (247) | | | | | | — | | | | | | — | | |
Increase related to current year tax provisions
|
| | | | 2,464 | | | | | | 1,374 | | | | | | 530 | | |
Unrecognized tax benefits as of the end of the year
|
| | | $ | 5,033 | | | | | $ | 2,433 | | | | | $ | 862 | | |
| | |
For the Years Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Basic net loss per share: | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (339,170) | | | | | $ | (239,929) | | | | | $ | (84,767) | | |
Minus: Deemed dividend
|
| | | | — | | | | | $ | 7,224 | | | | | | — | | |
Minus: Net income attributable to noncontrolling interests
|
| | | $ | 1,847 | | | | | $ | 1,362 | | | | | $ | 62 | | |
Net loss attributable to common shareholders – basic
|
| | | $ | (341,017) | | | | | $ | (248,515) | | | | | $ | (84,829) | | |
Denominator: | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding – basic and diluted
|
| | | | 49,444 | | | | | | 48,570 | | | | | | 39,930 | | |
Basic and diluted net loss per share
|
| | | $ | (6.90) | | | | | $ | (5.12) | | | | | $ | (2.12) | | |
Diluted net loss per share: | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (339,170) | | | | | $ | (239,929) | | | | | $ | (84,767) | | |
Minus: Deemed dividend
|
| | | | — | | | | | $ | 7,224 | | | | | | — | | |
Minus: Net income attributable to noncontrolling interests
|
| | | $ | 1,847 | | | | | $ | 1,362 | | | | | $ | 62 | | |
Minus: Gain on liability-classified warrants
|
| | | $ | 8,132 | | | | | | — | | | | | | — | | |
Net loss attributable to common shareholders – diluted
|
| | | $ | (349,149) | | | | | $ | (248,515) | | | | | $ | (84,829) | | |
Denominator: | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding – basic and diluted
|
| | | | 49,444 | | | | | | 48,570 | | | | | | 39,930 | | |
Basic and diluted net loss per share – diluted
|
| | | $ | (7.06) | | | | | $ | (5.12) | | | | | $ | (2.12) | | |
| | |
For the Years Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Common Stock Warrants
|
| | | | 2,084 | | | | | | 2,081 | | | | | | 853 | | |
Series D Preferred Stock Warrants
|
| | | | 300 | | | | | | 5,620 | | | | | | — | | |
Series E Preferred Stock Warrants
|
| | | | 75 | | | | | | — | | | | | | — | | |
RSUs
|
| | | | 14,070 | | | | | | 564 | | | | | | — | | |
Options
|
| | | | 22,633 | | | | | | 27,243 | | | | | | 24,897 | | |
Unvested Shares from Early Exercise
|
| | | | 116 | | | | | | 693 | | | | | | 1,611 | | |
Restricted Shares
|
| | | | 2,281 | | | | | | 1,851 | | | | | | 997 | | |
Redeemable convertible preferred stock
|
| | | | 194,384 | | | | | | 167,841 | | | | | | 92,417 | | |
Total anti-dilutive securities
|
| | | | 235,943 | | | | | | 205,893 | | | | | | 120,775 | | |
| | |
Page
|
| |||
ARTICLE I
|
| ||||||
CERTAIN DEFINITIONS
|
| ||||||
| | | | A-2 | | | |
| | | | A-14 | | | |
| | | | A-15 | | | |
ARTICLE II
|
| ||||||
THE MERGER; CLOSING
|
| ||||||
| | | | A-15 | | | |
| | | | A-15 | | | |
| | | | A-15 | | | |
| | | | A-16 | | | |
| | | | A-17 | | | |
| | | | A-17 | | | |
| | | | A-17 | | | |
ARTICLE III
|
| ||||||
EFFECTS OF THE MERGER ON THE COMPANY CAPITAL STOCK AND EQUITY AWARDS
|
| ||||||
| | | | A-17 | | | |
| | | | A-18 | | | |
| | | | A-19 | | | |
| | | | A-19 | | | |
| | | | A-20 | | | |
ARTICLE IV
|
| ||||||
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
|
| ||||||
| | | | A-20 | | | |
| | | | A-20 | | | |
| | | | A-21 | | | |
| | | | A-21 | | | |
| | | | A-22 | | | |
| | | | A-22 | | | |
| | | | A-23 | | | |
| | | | A-24 | | | |
| | | | A-24 | | | |
| | | | A-24 | | | |
| | | | A-25 | | | |
| | | | A-25 | | | |
| | | | A-27 | | |
| | |
Page
|
| |||
| | | | A-28 | | | |
| | | | A-29 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-32 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-35 | | | |
| | | | A-35 | | | |
| | | | A-35 | | | |
| | | | A-35 | | | |
| | | | A-35 | | | |
| | | | A-36 | | | |
| | | | A-36 | | | |
| | | | A-36 | | | |
| | | | A-36 | | | |
ARTICLE V
|
| ||||||
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB
|
| ||||||
| | | | A-37 | | | |
| | | | A-37 | | | |
| | | | A-38 | | | |
| | | | A-38 | | | |
| | | | A-38 | | | |
| | | | A-39 | | | |
| | | | A-39 | | | |
| | | | A-40 | | | |
| | | | A-40 | | | |
| | | | A-40 | | | |
| | | | A-40 | | | |
| | | | A-41 | | | |
| | | | A-42 | | | |
| | | | A-42 | | | |
| | | | A-42 | | | |
| | | | A-43 | | | |
| | | | A-44 | | | |
| | | | A-44 | | | |
| | | | A-44 | | | |
| | | | A-45 | | |
| | |
Page
|
| |||
ARTICLE VI
|
| ||||||
COVENANTS OF THE COMPANY
|
| ||||||
| | | | A-45 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-49 | | | |
| | | | A-49 | | | |
| | | | A-49 | | | |
ARTICLE VII
|
| ||||||
COVENANTS OF ACQUIROR
|
| ||||||
| | | | A-49 | | | |
| | | | A-50 | | | |
| | | | A-50 | | | |
| | | | A-51 | | | |
| | | | A-51 | | | |
| | | | A-52 | | | |
| | | | A-52 | | | |
| | | | A-53 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
ARTICLE VIII
|
| ||||||
JOINT COVENANTS
|
| ||||||
| | | | A-54 | | | |
| | | | A-55 | | | |
| | | | A-58 | | | |
| | | | A-58 | | | |
| | | | A-58 | | | |
| | | | A-59 | | | |
ARTICLE IX
|
| ||||||
CONDITIONS TO OBLIGATIONS
|
| ||||||
| | | | A-59 | | | |
| | | | A-60 | | | |
| | | | A-60 | | |
| | |
Page
|
| |||
ARTICLE X
|
| ||||||
TERMINATION/EFFECTIVENESS
|
| ||||||
| | | | A-61 | | | |
| | | | A-62 | | | |
ARTICLE XI
|
| ||||||
REPRESENTATION AND WARRANTY INSURANCE
|
| ||||||
| | | | A-62 | | | |
ARTICLE XII
|
| ||||||
MISCELLANEOUS
|
| ||||||
| | | | A-62 | | | |
| | | | A-63 | | | |
| | | | A-63 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-64 | | | |
| | | | A-65 | | | |
| | | | A-65 | | | |
| | | | A-65 | | | |
| | | | A-65 | | | |
| | | | A-65 | | | |
| | | | A-66 | | | |
| | | | A-66 | | | |
| | | | A-66 | | | |
| | | | A-67 | | |
| Exhibit A | | | Form of Certificate of Incorporation of Acquiror upon Domestication | |
| Exhibit B | | | Form of Bylaws of Acquiror upon Domestication | |
| Exhibit C | | | Form of Registration Rights Agreement | |
| Exhibit D | | | Form of Incentive Equity Plan | |
| Exhibit E | | | Form of Management Grant | |
| Exhibit F | | | Form of Employee Stock Purchase Plan | |
Sponsor
|
| |
Acquiror Common Shares
|
| |
Acquiror Warrants
|
| ||||||
SCH Sponsor II LLC
c/o Social Capital Hedosophia Holding Corp. II 317 University Ave, Suite 200, Palo Alto, CA 94301 |
| | | | 10,150,000 | | | | | | 6,133,333 | | |
Chamath Palihapitiya
c/o Social Capital Hedosophia Holding Corp. II 317 University Ave, Suite 200, Palo Alto, CA 94301 |
| | | | —(1) | | | | | | —(1) | | |
Ian Osborne
c/o Social Capital Hedosophia Holding Corp. II 317 University Ave, Suite 200, Palo Alto, CA 94301 |
| | | | —(1) | | | | | | —(1) | | |
Adam Bain
c/o Social Capital Hedosophia Holding Corp. II 317 University Ave, Suite 200, Palo Alto, CA 94301 |
| | | | — | | | | | | — | | |
David Spillane
c/o Social Capital Hedosophia Holding Corp. II 317 University Ave, Suite 200, Palo Alto, CA 94301 |
| | | | 100,000 | | | | | | — | | |
Cipora Herman
c/o Social Capital Hedosophia Holding Corp. II 317 University Ave, Suite 200, Palo Alto, CA 94301 |
| | | | 100,000 | | | | | | — | | |
Steven Trieu
c/o Social Capital Hedosophia Holding Corp. II 317 University Ave, Suite 200, Palo Alto, CA 94301 |
| | | | — | | | | | | — | | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | |||
| | | | SVF EXCALIBUR (CAYMAN) LIMITED | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Karen Ellerbe | |
| | | | Name: | | | Karen Ellerbe | |
| | | | Title: | | | Director | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | |||
| | | | KHOSLA VENTURES IV, LP | | |||
| | | | | | |||
| | | | By: Khosla Ventures Associates IV, LLC, a Delaware limited liability company and general partner of Khosla Ventures IV, LP | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ John Demeter | |
| | | | Name: | | | John Demeter | |
| | | | Title: | | | General Counsel | |
| | | | | | | | |
| | | | | | | | |
| | | | KHOSLA VENTURES IV (CF), LP | | |||
| | | | | | | | |
| | | | By: Khosla Ventures IV, LLC, a Delaware limited liability company and general partner of Khosla Ventures IV (CF), LP | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ John Demeter | |
| | | | Name: | | | John Demeter | |
| | | | Title: | | | General Counsel | |
| | | | KHOSLA VENTURES SEED B, LP | | |||
| | | | | | | | |
| | | | By: Khosla Ventures Seed Associates B, LLC, a Delaware limited liability company and general partner of Khosla Ventures Seed B, LP | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ John Demeter | |
| | | | Name: | | | John Demeter | |
| | | | Title: | | | General Counsel | |
| | | | | | | | |
| | | | | | | | |
| | | | KHOSLA VENTURES SEED B (CF), LP | | |||
| | | | | | | | |
| | | | By: Khosla Ventures Seed Associates B, LLC, a Delaware limited liability company and general partner of Khosla Ventures Seed B (CF), LP | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ John Demeter | |
| | | | Name: | | | John Demeter | |
| | | | Title: | | | General Counsel | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | | | |
| | | | GGV CAPITAL V L.P. | | |||
| | | | | | | | |
| | | | By: GGV Capital V L.L.C., its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Glenn Solomon | |
| | | | Name: | | | Glenn Solomon | |
| | | | Title: | | | Managing Director | |
| | | | | | | | |
| | | | | | | | |
| | | | GGV CAPITAL V ENTREPRENEURS FUND L.P. | | |||
| | | | | | | | |
| | | | By: GGV Capital V L.L.C., its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Glenn Solomon | |
| | | | Name: | | | Glenn Solomon | |
| | | | Title: | | | Managing Director | |
| | | | | | | | |
| | | | | | | | |
| | | | GGV CAPITAL SELECT L.P. | | |||
| | | | | | | | |
| | | | By: GGV Capital Select L.L.C., its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Glenn Solomon | |
| | | | Name: | | | Glenn Solomon | |
| | | | Title: | | | Managing Director | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | | | |
| | | | NORWEST VENTURE PARTNERS XIII, LP | | |||
| | | | | | | | |
| | | | By: Genesis VC Partners XIII, LLC, its General Partner | | |||
| | | | | | | | |
| | | | By: NVP Associates, LLC, its Managing Member | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Jeff Crowe | |
| | | | Name: | | | Jeff Crowe | |
| | | | Title: | | | Managing Member | |
| | | | | | | | |
| | | | | | | | |
| | | | NORWEST VENTURE PARTNERS XIV, LP | | |||
| | | | | | | | |
| | | | By: Genesis VC Partners XIV, LLC, its General Partner | | |||
| | | | | | | | |
| | | | By: NVP Associates, LLC, its Managing Member | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Jeff Crowe | |
| | | | Name: | | | Jeff Crowe | |
| | | | Title: | | | Managing Member | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | | | |
| | | | FIFTH WALL VENTURES, L.P. | | |||
| | | | | | | | |
| | | | By: Fifth Wall Ventures GP, LLC, its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Brad Greiwe | |
| | | | Name: | | | Brad Greiwe | |
| | | | Title: | | | Managing Partner | |
| | | | | | | | |
| | | | | | | | |
| | | | FIFTH WALL VENTURES SPV I, L.P. | | |||
| | | | | | | | |
| | | | By: Fifth Wall Ventures GP, LLC, its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Brad Greiwe | |
| | | | Name: | | | Brad Greiwe | |
| | | | Title: | | | Managing Partner | |
| | | | | | | | |
| | | | | | | | |
| | | | FIFTH WALL VENTURES SPV II, L.P. | | |||
| | | | | | | | |
| | | | By: Fifth Wall Ventures GP, LLC, its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Brad Greiwe | |
| | | | Name: | | | Brad Greiwe | |
| | | | Title: | | | Managing Partner | |
| | | | FIFTH WALL VENTURES SPV VIII, L.P. | | |||
| | | | | | | | |
| | | | By: Fifth Wall Ventures GP, LLC, its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Brad Greiwe | |
| | | | Name: | | | Brad Greiwe | |
| | | | Title: | | | Managing Partner | |
| | | | | | | | |
| | | | | | | | |
| | | | FIFTH WALL VENTURES SPV XIV, L.P. | | |||
| | | | | | | | |
| | | | By: Fifth Wall Ventures GP, LLC, its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Brad Greiwe | |
| | | | Name: | | | Brad Greiwe | |
| | | | Title: | | | Managing Partner | |
| | | | | | | | |
| | | | | | | | |
| | | | FIFTH WALL VENTURES SPV XV, L.P. | | |||
| | | | | | | | |
| | | | By: Fifth Wall Ventures GP, LLC, its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Brad Greiwe | |
| | | | Name: | | | Brad Greiwe | |
| | | | Title: | | | Managing Partner | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | | | |
| | | | GENERAL ATLANTIC (ODL), L.P. | | |||
| | | | | | | | |
| | | | By: General Atlantic (SPV) GP, LLC, its General Partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ J. Frank Brown | |
| | | | Name: | | | J. Frank Brown | |
| | | | Title: | | | Managing Director | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | |||
| | | | ANDREESSEN HOROWITZ FUND V, L.P. | | |||
| | | | for itself and as nominee for | | |||
| | | | Andreessen Horowitz Fund V-A, L.P., | | |||
| | | | Andreessen Horowitz Fund V-B, L.P., and | | |||
| | | | Andreessen Horowitz Fund V-Q, L.P. | | |||
| | | | | | |||
| | | | By: AH Equity Partners V, L.L.C., its general partner | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Scott Kupor | |
| | | | Name: | | | Scott Kupor | |
| | | | Title: | | | Managing Partner | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | | | |
| | | | AI LIQUIDRE LLC | | |||
| | | | | | | | |
| | | | By: Access Industries Management LLC, its manager | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Alejandro Moreno | |
| | | | Name: | | | Alejandro Moreno | |
| | | | Title: | | | Executive Vice President | |
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Suzette Del Giudice | |
| | | | Name: | | | Suzette Del Giudice | |
| | | | Title: | | | Executive Vice President | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | | | |
| | | | LV OPENDOOR JV, LLC | | |||
| | | | | | | | |
| | | | By: LV Opendoor Investor LLC, its Managing Member | | |||
| | | | | | | | |
| | | | By: LEN X, LLC, its Sole Member | | |||
| | | | | | | | |
| | | | | | | | |
| | | | By: | | | /s/ Eric Feder | |
| | | | Name: | | | Eric Feder | |
| | | | Title: | | | Authorized Person | |
| | | | COMPANY STOCKHOLDERS: | | |||
| | | | | | |||
| | | | ERIC WU | | |||
| | | | | | | | |
| | | | By: | | | /s/ Eric Wu | |
| | | | Name: | | | Eric Wu | |
| | | | ACQUIROR: | | |||
| | | | | | |||
| | | | SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. II | | |||
| | | | | | |||
| | | | | | |||
| | | | By: | | | /s/ Chamath Palihapitiya | |
| | | | | | | Name: Chamath Palihapitiya | |
| | | | | | | Title: Chief Executive Officer | |
| | | | COMPANY: | | |||
| | | | | | |||
| | | | OPENDOOR LABS INC. | | |||
| | | | | | |||
| | | | By: | | | /s/ Eric Wu | |
| | | | | | | Name: Eric Wu | |
| | | | | | | Title: Chief Executive Officer | |
Holder
|
| |
Shares of
Common Stock |
| |
Shares of
Series A Preferred Stock |
| |
Shares of
Series B Preferred Stock |
| |
Shares of
Series C Preferred Stock |
| |
Shares of
Series C-1 Preferred Stock |
| |
Shares of
Series D Preferred Stock |
| |
Shares of
Series D-1 Preferred Stock |
| |
Shares of
Series E Preferred Stock |
| |
Shares of
Series E-1 Preferred Stock |
| |
Shares of
Series E-2 Preferred Stock |
| |
Warrants
|
| |
Notice
Information |
| |||||||||||||||||||||||||||||||||
SVF Excalibur (Cayman) Limtied
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 41,762,372 | | | | | | | | | | | | 3,751,275 | | | | | | | | | | | |
AI LiquidRE LLC
|
| | | | | | | | | | | | | | | | | | | | | | 8,917,424 | | | | | | | | | | | | 1,520,024 | | | | | | 2,588,340 | | | | | | 5,220,296 | | | | | | | | | | | | 1,623,213 | | | | | | | | | | | |
Khosla Ventures IV, LP
|
| | | | 4,751,194 | | | | | | 14,253,656 | | | | | | 3,404,746 | | | | | | 3,512,312 | | | | | | 526,944 | | | | | | 285,738 | | | | | | | | | | | | 9,813 | | | | | | | | | | | | 35,258 | | | | | | | | | | | |
Khosla Ventures IV (CF) LP
|
| | | | 303,752 | | | | | | 911,262 | | | | | | 217,672 | | | | | | 224,548 | | | | | | 33,688 | | | | | | 18,268 | | | | | | | | | | | | 627 | | | | | | | | | | | | 2,254 | | | | | | | | | | | |
Khosla Ventures Seed B, LP
|
| | | | 20,086 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Khosla Ventures Seed B (CF), LP
|
| | | | 1,140 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
GGV Capital V L.P.
|
| | | | | | | | | | | | | | | | 9,431,358 | | | | | | 1,075,218 | | | | | | 811,114 | | | | | | | | | | | | 663,968 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
GGV Capital V Entrepreneurs Fund L.P.
|
| | | | | | | | | | | | | | | | 346,132 | | | | | | 39,460 | | | | | | 29,766 | | | | | | | | | | | | 24,366 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
GGV Capital Select L.P.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,520,024 | | | | | | 1,892,924 | | | | | | 1,044,059 | | | | | | | | | | | | 75,025 | | | | | | | | | | | |
Norwest Venture Partners XIII, LP
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,600,112 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Norwest Venture Partners XIV, LP
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,610,148 | | | | | | | | | | | | 150,051 | | | | | | | | | | | |
LV Opendoor JV, LLC
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,220,296 | | | | | | | | | | | | 300,102 | | | | | | | | | | | |
Fifth Wall Ventures, L.P.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 724,289 | | | | | | 853,618 | | | | | | | | | | | | | | | | | | 562,691 | | | | | | | | | | | |
Fifth Wall Ventures SPV I, L.P.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,713,219 | | | | | | 3,414,474 | | | | | | | | | | | | | | | | | | | | | | | | 300,000 | | | | | |
Fifth Wall Ventures SPV II, L.P.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,593,741 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fifth Wall Ventures SPV VIII, L.P.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,808,813 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fifth Wall Ventures SPV XIV, L.P.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 187,563 | | | | | | | | | | | |
Fifth Wall Ventures SPV XV, L.P.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 157,291 | | | | | | | | | | | |
General Atlantic (ODL), L.P.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,830,444 | | | | | | | | | | | | 3,751,275 | | | | | | | | | | | |
Andreessen Horowitz Fund V, L.P., as nominee
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,566,088 | | | | | | | | | | | | 3,751,275 | | | | | | | | | | | |
Eric Wu
|
| | | | 20,400,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total:
|
| | | | 25,476,172 | | | | | | 15,164,918 | | | | | | 13,399,908 | | | | | | 13,768,962 | | | | | | 1,401,512 | | | | | | 17,784,228 | | | | | | 9,437,690 | | | | | | 65,264,143 | | | | | | 0 | | | | | | 14,347,273 | | | | | | 300,000 | | | | | |
| Name of Investor: | | | State/Country of Formation or Domicile: | |
| By: | | | | |
| Name: | | | | |
| Title: | | | | |
| Name in which Shares are to be registered (if different): | | | Date: , 2020 | |
| Investor’s EIN: | | | | |
| Business Address-Street: | | | Mailing Address-Street (if different): | |
| City, State, Zip: | | | City, State, Zip: | |
| Attn: | | | Attn: | |
| Telephone No.: | | | Telephone No.: | |
| Facsimile No.: | | | Facsimile No.: | |
| Number of Shares subscribed for: | | | | |
| Aggregate Subscription Amount: $ | | | Price Per Share: $10.00 | |
| |
OPENDOOR TECHNOLOGIES INC.
|
| |
| |
FORM OF 2020 INCENTIVE AWARD PLAN
|
| |
| “Affiliate” | | | in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. | |
| “Applicable Law” | | | means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person. | |
| “Articles” | | | means these articles of association of the Company. | |
| “Audit Committee” | | | means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
| “Auditor” | | | means the person for the time being performing the duties of auditor of the Company (if any). | |
| “Business Combination” | | | means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) as long as the Company’s securities are listed on the New York Stock Exchange must occur with one or more operating businesses or assets with a fair market value equal to at least 80 per cent of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the | |
| | | | amount of any deferred underwriting discount) at the time of signing the agreement to enter into such Business Combination; and (b) must not be effectuated solely with another blank cheque company or a similar company with nominal operations. | |
| “business day” | | | means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City. | |
| “Clearing House” | | | means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. | |
| “Class A Share” | | | means a class A ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
| “Class B Share” | | | means a class B ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
| “Company” | | | means the above named company. | |
| “Company’s Website” | | | means the website of the Company and/or its web-address or domain name, if any. | |
| “Compensation Committee” | | | means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
| “Designated Stock Exchange” | | | means any U.S. national securities exchange on which the securities of the Company are listed for trading, including the New York Stock Exchange. | |
| “Directors” | | | means the directors for the time being of the Company. | |
| “Dividend” | | | means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. | |
| “Electronic Communication” | | | means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors. | |
| “Electronic Record” | | | has the same meaning as in the Electronic Transactions Law. | |
| “Electronic Transactions Law” | | | means the Electronic Transactions Law (2003 Revision) of the Cayman Islands. | |
| “Equity-linked Securities” | | | means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt. | |
| “Exchange Act” | | | means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time. | |
| “Founders” | | |
means all Members immediately prior to the consummation of the IPO.
|
|
| “Independent Director” | | | has the same meaning as in the rules and regulations of the | |
| | | | Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be. | |
| “IPO” | | | means the Company’s initial public offering of securities. | |
| “Member” | | | has the same meaning as in the Statute. | |
| “Memorandum” | | | means the memorandum of association of the Company. | |
|
“Nominating and Corporate Governance Committee”
|
| | means the nominating and corporate governance committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
| “Officer” | | | means a person appointed to hold an office in the Company. | |
| “Ordinary Resolution” | | | means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles. | |
| “Over-Allotment Option” | | | means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions. | |
| “Preference Share” | | | means a preference share of a par value of US$0.0001 in the share capital of the Company. | |
| “Public Share” | | | means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO. | |
| “Redemption Notice” | | | means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein. | |
| “Register of Members” | | | means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members. | |
| “Registered Office” | | |
means the registered office for the time being of the Company.
|
|
| “Representative” | | | means a representative of the Underwriters. | |
| “Seal” | | | means the common seal of the Company and includes every duplicate seal. | |
| “Securities and Exchange Commission” | | | means the United States Securities and Exchange Commission. | |
| “Share” | | | means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company. | |
| “Special Resolution” | | | subject to Article 29.4, has the same meaning as in the Statute, and includes a unanimous written resolution. | |
| “Sponsor” | | | means SCH Sponsor II LLC, a Cayman Islands limited liability company, and its successors or assigns. | |
| “Statute” | | | means the Companies Law (2020 Revision) of the Cayman Islands. | |
| “Treasury Share” | | | means a Share held in the name of the Company as a treasury share in accordance with the Statute. | |
| “Trust Account” | | | means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of | |
| | | | the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited. | |
| “Underwriter” | | | means an underwriter of the IPO from time to time and any successor underwriter. | |
| Name: | | | Address: | |
| [•] | | | [•] | |
| | |
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|
Exhibit
Number |
| |
Description
|
|
| 10.26* | | | Offer Letter Agreement, dated as of September 24, 2019, by and between Opendoor Labs Inc. and Julie Todaro. | |
| 10.27* | | | Offer Letter, dated as of March 19, 2014, by Eric Wu to Ian Wong. | |
| 10.28* | | | Offer Letter Agreement, dated as of April 13, 2014, by and between Opendoor Labs Inc. and Ian Wong (as amended September 1, 2020). | |
| 10.29* | | | Offer Letter Agreement, dated as of December 20, 2016, by and between Opendoor Labs Inc. and Elizabeth Stevens. | |
| 10.30* | | | Offer Letter Agreement, dated as of May 31, 2019, by and between Opendoor Labs Inc. and Gautam Gupta. | |
| 10.31* | | | Promissory Note by Gautam Gupta in favor of Opendoor Labs Inc., in the principal amount of $1,499,999.76, dated as of March 29, 2018. | |
| 10.32* | | | Pledge and Security Agreement by and between Opendoor Labs Inc. and Gautam Gupta, dated as of March 29, 2018. | |
| 10.33 | | | Promissory Note, dated as of September 30, 2020, between Registrant and Sponsor. | |
| 21.1 | | | List of subsidiaries of the Registrant. | |
| 23.1 | | | Consent of Marcum LLP. | |
| 23.2 | | | Consent of Deloitte & Touche LLP. | |
| 23.3* | | | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1). | |
| 24.1** | | | Power of Attorney (included on signature page to the initial filing of the Registration Statement). | |
| 99.1* | | | Form of Proxy Card for the Registrant’s Extraordinary General Meeting. | |
| 99.2** | | | Consent of Eric Wu to be named as a director. | |
| 99.3** | | | Consent of Adam Bain to be named as a director. | |
| 101.INS | | | XBRL Instance Document. | |
| 101.SCH | | | XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | | | XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | | | XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | | | XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document. | |
| | | | SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. II | | ||||||
| | | | By: | | |
/s/ Chamath Palihapitiya
|
| |||
| | | | | | | Name: | | | Chamath Palihapitiya | |
| | | | | | | Title: | | | Chief Executive Officer | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Chamath Palihapitiya
Chamath Palihapitiya
|
| |
Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
|
| |
November 6, 2020
|
|
|
/s/ Steven Trieu
Steven Trieu
|
| |
Chief Financial Officer (Principal Financial and Accounting Officer)
|
| |
November 6, 2020
|
|
|
*
Ian Osborne
|
| |
President and Director
|
| |
November 6, 2020
|
|
|
*
Adam Bain
|
| |
Director
|
| |
November 6, 2020
|
|
|
*
David Spillane
|
| |
Director
|
| |
November 6, 2020
|
|
|
*
Cipora Herman
|
| |
Director
|
| |
November 6, 2020
|
|
EXHIBIT 2.2
PLAN OF DOMESTICATION
This PLAN OF DOMESTICATION (the “Plan of Domestication”) is made on October 29, 2020 and sets forth the terms and conditions pursuant to which Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company limited by its shares (“SCH”), shall effect a domestication into a Delaware corporation (the “Domestication”) to be known as Opendoor Technologies Inc., pursuant to Sections 265 and 388 of the Delaware General Corporation Law (the “DGCL”).
RECITALS
WHEREAS, SCH is a Cayman Islands exempted company limited by its shares duly formed and validly existing under the laws of the Cayman Islands;
WHEREAS, the Board of Directors of SCH (the “Board”) has determined that it is advisable and in the best interests of SCH that SCH be converted into and thereafter become, and continue to exist as, a corporation in accordance with Sections 265 and 388 of the DGCL; and
WHEREAS, pursuant to Section 265(h) of the DGCL, the Board has duly approved, authorized, adopted, ratified and confirmed the Domestication pursuant to Sections 265 and 388 of the DGCL.
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, SCH agrees as follows:
1. Domestication. Upon the Certificate of Domestication and the Certificate of Incorporation becoming effective under Section 103 of the DGCL (the “Effective Time”), SCH will be converted into a Delaware corporation, pursuant to Sections 265 and 388 of the DGCL, under the name “Opendoor Technologies Inc.” (the “Corporation”) and will, for all purposes of the laws of the State of Delaware, be deemed to be the same entity as SCH. SCH will not be required to wind up its affairs or pay its liabilities and distribute its assets, and the Domestication will not be deemed to constitute a dissolution of SCH and will constitute a continuation of the existence of SCH in the form of a Delaware corporation.
2. Effective Time. SCH shall file the Certificate of Domestication, in the form attached hereto as Exhibit A, and the Certificate of Incorporation, in the form attached hereto as Exhibit B (the “Certificate of Incorporation”), with the Secretary of State of the State of Delaware pursuant to Sections 103 and 265 of the DGCL.
3. Conversion of Securities. As a result of and at the Effective Time, pursuant to the Domestication:
(a) | each of the then issued and outstanding Class A ordinary shares of SCH will convert automatically, on a one-for-one basis, into a share of common stock of the Corporation having the rights, powers and privileges, and the obligations, set forth in the Certificate of Incorporation; |
(b) | each of the then issued and outstanding Class B ordinary shares of SCH will convert automatically, on a one-for-one basis, into a share of common stock of the Corporation having the rights, powers and privileges, and the obligations, set forth in the Certificate of Incorporation; |
(c) | each of the then issued and outstanding warrants of SCH will convert automatically into a warrant to acquire one share of the Corporation’s common stock, pursuant to the Warrant Agreement, dated April 27, 2020, between SCH and Continental Stock Transfer & Trust Company, as warrant agent; and |
(d) | each of the then issued and outstanding units of SCH will convert automatically into a unit of the Corporation, with each unit of the Corporation representing one share of the Corporation’s common stock and one-third of one warrant of the Corporation. |
4. Tax Matters. For United States federal income tax purposes, the Domestication is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, and this Plan of Domestication is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.3683(a).
5. Governing Documents. (i) At the Effective Time the Certificate of Incorporation of SCH (initially filed in accordance with the Companies Law of the Cayman Islands) shall be canceled and the Amended and Restated Memorandum and Articles of Association of SCH, dated as of April 27, 2020, shall be terminated and be of no further force or effect and (ii) from and after the Effective Time, the Certificate of Incorporation, in the form attached hereto as Exhibit B, and the By-Laws of the Corporation, in the form attached hereto as Exhibit C (the “By-Laws”), will govern the affairs of the Corporation and the conduct of its business, until thereafter amended in accordance with the DGCL and their respective terms.
6. Board of Directors. Each member of the Board of SCH as of immediately prior to the Effective Time shall be a director of the Corporation from and after the Effective Time, each of whom shall serve as directors of the Corporation until such time as their respective successors have been duly elected and qualified, or until such director’s earlier removal, resignation, death or disability, in each case, in accordance with the DGCL, the Certificate of Incorporation and the By-Laws.
7. Officers. Each officer of SCH as of immediately prior to the Effective Time shall be an officer of the Corporation from and after the Effective Time, and shall retain the same title with the Corporation from and after the Effective Time as he or she had with SCH immediately prior to the Effective Time, each of whom shall serve until such time as their respective successors have been designated by the board of directors, or until such officer’s earlier removal, resignation, death or disability, in each case, in accordance with the DGCL, the Certificate of Incorporation and the By-Laws.
2
8. Effects of Domestication. Immediately upon the Effective Time, the Domestication shall have the effects set forth in Section 265(f) of the DGCL, including, without limitation, all of the rights, privileges and powers of SCH, and all property, real, personal and mixed, and all debts due to SCH, as well as all other things and causes of action belonging to SCH, will remain vested in the Corporation and will be the property of the Corporation and the title to any real property vested by deed or otherwise in SCH will not revert or be in any way impaired by reason of the DGCL. Following the Domestication, all rights of creditors and all liens upon any property of SCH will be preserved unimpaired, and all debts, liabilities and duties of SCH will remain attached to the Corporation, and may be enforced against the Corporation to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by the Corporation. The rights, privileges, powers and interests in property of SCH, as well as the debts, liabilities and duties of SCH, will not be deemed, as a consequence of the Domestication, to have been transferred to the Corporation for any purpose of the laws of the State of Delaware.
9. Further Assurances. If at any time the Corporation, or its successors or assigns, shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable to carry out the purposes of this Plan of Domestication, SCH and its directors and authorized officers shall be deemed to have granted to the Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such rights, properties or assets in the Corporation and otherwise to carry out the purposes of this Plan of Domestication, and the directors and authorized officers of the Corporation are fully authorized in the name of SCH or otherwise to take any and all such action.
10. Amendment or Termination. This Plan of Domestication may be amended or terminated at any time before the Effective Time by action of the Board.
11. Miscellaneous. The provisions of this Plan of Domestication shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Plan of Domestication shall be governed by and construed in accordance with the laws of the State of Delaware, including the DGCL, without giving effect to any choice of law or conflict of law provisions or rule (except to the extent that the laws of the Cayman Islands govern the Domestication) that would cause the application of the laws of any jurisdiction other than the State of Delaware. This Plan of Domestication may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
***
3
IN WITNESS WHEREOF, this Plan of Domestication has been duly executed and delivered by a duly authorized officer of SCH as of the date first written above.
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. II | ||
By: | /s/ Chamath Palihapitiya | |
Name: Chamath Palihapitiya | ||
Title: Chief Executive Officer |
[Signature Page to Plan of Domestication]
Exhibit A
Certificate of Domestication
[intentionally omitted]
Exhibit B
Certificate of Incorporation
[intentionally omitted]
Exhibit C
By-Laws
[intentionally omitted]
Exhibit 4.5
NUMBER | NUMBER C SHARES |
SEE REVERSE FOR CERTAIN DEFINITIONS | |
CUSIP | |
OPENDOOR TECHNOLOGIES INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.0001 PER SHARE, OF
OPENDOOR TECHNOLOGIES INC.
(THE “COMPANY”)
transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
Witness the seal of the Company and the facsimile signatures of its duly authorized officers.
Secretary |
[Corporate Seal] Delaware |
Chief Executive Officer | ||
|
|
OPENDOOR TECHNOLOGIES INC.
The Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares of common stock represented hereby are issued and shall be held subject to all the provisions of the Company’s certificate of incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM | -- | as tenants in common | ||
TEN ENT | -- | as tenants by the entireties | ||
JT TEN | -- |
as joint tenants with right of survivorship and not as tenants in common |
UNIF GIFT MIN ACT -- | Custodian | |||||
(Cust) | (Minor) |
Under Uniform Gifts to Minors Act |
(State) |
Additional abbreviations may also be used though not in the above list.
For value received, hereby sells, assigns and transfers unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
|
(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
|
Shares of the capital stock represented by the within Certificate, and does hereby irrevocably constitute and appoint
|
Attorney to transfer the said shares on the books of the within named Company with full power of substitution in the premises. |
Dated: |
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
|
Signature(s) Guaranteed: By
|
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
EXHIBIT 4.6
CERTIFICATE OF DOMESTICATION
OF
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. II
Pursuant to Sections 103 and 388 of the
General
Corporation Law of the State of Delaware
Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company limited by its shares, which intends to domesticate as a Delaware corporation pursuant to this Certificate of Domestication (upon such domestication to be renamed “Opendoor Technologies Inc.” and referred to herein after such time as the “Corporation”), does hereby certify to the following facts relating to the domestication of the Corporation in the State of Delaware:
1. The Corporation was originally incorporated on the 18th day of October, 2019 under the laws of the Cayman Islands.
2. The name of the Corporation immediately prior to the filing of this Certificate of Domestication is Social Capital Hedosophia Holdings Corp. II
3. The name of the Corporation as set forth in the Certificate of Incorporation is Opendoor Technologies Inc.
4. The jurisdiction that constituted the seat, siege social or principal place of business or central administration of the Corporation immediately prior to the filing of this Certificate of Domestication is the Cayman Islands.
5. The domestication has been approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of Social Capital Hedosophia Holdings Corp. II and the conduct of its business or by applicable non-Delaware law, as appropriate.
6. Pursuant to Section 103(d) of the Delaware General Corporation Law, this Certificate of Domestication shall be effective at [a.m./p.m.] on , .
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Domestication to be executed in its name this day of , .
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. II, a Cayman Islands company | ||
By: | ||
Name: | ||
Title: |
EXHIBIT 5.1
Social Capital Hedosophia Holdings Corp. II
317 University Ave, Suite 200
Palo Alto, California 94301
RE: | Social Capital Hedosophia Holdings Corp. II– Registration Statement on Form S-4 |
Ladies and Gentlemen:
We have acted as special United States counsel to Social Capital Hedosophia Holdings Corp. II, a Cayman Islands company limited by shares (the “Company”), in connection with the Registration Statement (as defined below), relating to, among other things, (i) the merger of Hestia Merger Sub Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of the Company, with and into Opendoor Labs Inc. (“Opendoor”), a Delaware corporation (the “Merger”), with Opendoor surviving the Merger as a wholly owned subsidiary of the Company, pursuant to the terms of the Agreement and Plan of Merger, dated as of September 15, 2020, by and among the Company, Merger Sub and Opendoor (the “Merger Agreement”), and (ii) as a condition to the effectiveness of the Merger, the proposal of the Company to change its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and domesticating as a Delaware corporation pursuant to Section 388 of the General Corporation Law of the State of Delaware (the “Domestication”), subject to the approval thereof by the shareholders of the Company.
Prior to and as a condition of the Merger, in connection with the Domestication, the Company will change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Law and a domestication under Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and, in connection therewith, the Company will file the Certificate of Domestication (as defined below) simultaneously with the Certificate of Incorporation (as defined below), in each case, in respect of the Company with the Secretary of State of the State of Delaware (the “DE Secretary of State”). In this opinion, we refer to the Company following effectiveness of the Domestication as “Opendoor Technologies.” Upon the Certificate of Domestication and the Certificate of Incorporation becoming effective under Section 103 of the DGCL (the “Effective Time”), among other things, pursuant to the Plan of Domestication (as defined below): (1) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), of the Company will convert automatically, on a one-for-one basis, into shares of common stock, par value $0.0001 per share (“Opendoor Technologies Common Stock”), of Opendoor Technologies; (2) each of the then issued and outstanding redeemable warrants of the Company (the “Company Warrants”) will convert automatically into a redeemable warrant to acquire one share of Opendoor Technologies Common Stock (an “Opendoor Technologies Warrant”); and (3) each of the then issued and outstanding units of the Company (the “Company Units”) will convert automatically into a unit of Opendoor Technologies (an “Opendoor Technologies Unit”), with each Opendoor Technologies Unit representing one share of Opendoor Technologies Common Stock and one-third of one Opendoor Technologies Warrant.
Social Capital Hedosophia Holdings Corp. II
November 6, 2020
Page 2
As a result of and upon the closing of the Merger (the “Closing”), among other things, all outstanding shares of Opendoor common stock as of immediately prior to the effective time of the Merger, and, together with shares of Opendoor common stock reserved in respect of (i) options to purchase shares of Opendoor common stock, (ii) restricted stock units based on shares of Opendoor common stock and (iii) restricted shares of Opendoor common stock, outstanding as of immediately prior to the Closing that will be converted into awards based on Opendoor Technologies Common Stock, will be cancelled in exchange for the right to receive, or the reservation of, the Aggregate Merger Consideration (as defined in the Merger Agreement) as determined pursuant to Sections 3.1, 3.2 and 3.3 of the Merger Agreement (the “Opendoor Technologies Merger Shares”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the General Rules and Regulations (the “Rules and Regulations”) under the Securities Act of 1933 (the “Securities Act”).
In rendering the opinions stated herein, we have examined and relied upon the following:
(a) the registration statement on Form S-4 (File No. 333-249302) of the Company relating to (1) 3,044,720 Opendoor Technologies Units, (2) 546,189,092 shares of Opendoor Technologies Common Stock (including shares of Opendoor Technologies Common Stock included in the Opendoor Technologies Units described above) and (3) 13,799,962 Opendoor Technologies Warrants (including Opendoor Technologies Warrants included in the Opendoor Technologies Units described above) (the securities referred to in clauses (1)-(3), collectively, the “Opendoor Technologies Securities”), to be issued in the Domestication or the Merger, filed on October 5, 2020 with the Securities and Exchange Commission (the “Commission”) under the Securities Act and Amendment No. 1 thereto (such registration statement, as amended, being hereinafter referred to as the “Registration Statement”);
(b) a copy of the Merger Agreement, filed as Exhibit 2.1 to the Registration Statement;
(c) the form of Certificate of Incorporation of Opendoor Technologies to become effective as of the Effective Time, filed as Exhibit 3.2 to the Registration Statement (the “Certificate of Incorporation”);
(d) the form of By-laws of Opendoor Technologies to become effective as of the Effective Time, filed as Exhibit 3.3 to the Registration Statement;
Social Capital Hedosophia Holdings Corp. II
November 6, 2020
Page 3
(e) the form of certificate of corporate domestication to become effective as of the Effective Time, filed as Exhibit 4.6 to the Registration Statement (the “Certificate of Domestication”);
(f) an executed copy of the Plan of Domestication, filed as Exhibit 2.2 to the Registration Statement (the “Plan of Domestication”);
(g) the specimen Unit certificate, filed as Exhibit 4.1 to Amendment No. 2 to the Form S-1 (File No. 333-236774) of the Company, filed on March 17, 2020 (the “Unit Certificate”);
(h) the form of Warrant certificate (included in the Warrant Agreement (defined below)) (the “Warrant Certificate”);
(i) an executed copy of the Warrant Agreement, dated April 27, 2020, between the Company and Continental Stock Transfer & Trust Company (“CST”), as warrant agent (the “Warrant Agreement”); and
(j) resolutions of the Board of Directors of the Company, dated September 14, 2020, relating to, among other things, the Registration Statement, the Merger and the Domestication.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
As used herein, “Transaction Documents” means the Unit Certificate, the Warrant Certificate and the Warrant Agreement.
We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York and (ii) the DGCL (all of the foregoing being referred to as “Opined-on Law”). The opinions stated in paragraphs 1 through 4 below presume that:
1. Prior to effecting the Domestication: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), will have become effective under the Securities Act; (ii) the shareholders of the Company will have approved, among other things, the Merger Agreement and the Domestication, including the Certificate of Incorporation and By-Laws; and (iii) all other necessary action will have been taken under the applicable laws of the Cayman Islands to authorize, approve and permit the Domestication, and any and all consents, approvals and authorizations from applicable Cayman Islands and other governmental and regulatory authorities required to authorize and permit the Domestication will have been obtained;
Social Capital Hedosophia Holdings Corp. II
November 6, 2020
Page 4
2. The Certificate of Domestication, in the form attached as Exhibit 4.6 to the Registration Statement, without alteration or amendment (other than identifying the appropriate date), will be duly authorized and executed and thereafter be duly filed with the DE Secretary of State in accordance with Sections 103 and 388 of the DGCL, that no other certificate or document, other than the Certificate of Incorporation, has been, or prior to the filing of the Certificate of Domestication will be, filed by or in respect of the Company with the DE Secretary of State and that the Company will pay any fees and other charges required to be paid in connection with the filing of the Certificate of Domestication;
3. The Certificate of Incorporation, in the form filed as Exhibit 3.2 to the Registration Statement, without alteration or amendment (other than identifying the appropriate date), will be duly authorized and executed and thereafter be duly filed with the DE Secretary of State and have become effective in accordance with Sections 103 and 388 of the DGCL, that no other certificate or document, other than the Certificate of Domestication, has been, or prior to the filing of the Certificate of Incorporation will be, filed by or in respect of the Company with the DE Secretary of State and that the Company will pay any fees and other charges required to be paid in connection with the filing of the Certificate of Incorporation;
4. The By-Laws, in the form attached as Exhibit 3.3 to the Registration Statement, without alteration or amendment (other than identifying the appropriate date), will become effective upon the Effective Time; and
5. Prior to the issuance of the Opendoor Technologies Merger Shares: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), will have become effective under the Securities Act; (ii) the shareholders of the Company will have approved, among other things, the Merger Agreement and the Domestication, including the Certificate of Incorporation and By-Laws; and (iii) the Domestication and the other transactions contemplated by the Merger Agreement to be consummated concurrent with or prior to the Merger will have been consummated.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:
1. Upon the Effective Time, pursuant to the Plan of Domestication, each issued and outstanding Class A ordinary share of the Company will convert automatically into one share of Opendoor Technologies Common Stock that will have been duly authorized by all requisite corporate action on the part of Opendoor Technologies under the DGCL and that will be validly issued, fully paid and nonassessable.
2. Upon the Effective Time, pursuant to the Plan of Domestication, each issued and outstanding Company Warrant will convert automatically into one Opendoor Technologies Warrant that will have been duly authorized by all requisite corporate action on the part of Opendoor Technologies under the DGCL and that will be validly issued, fully paid and nonassessable.
3. Upon the Effective Time, pursuant to the Plan of Domestication, each issued and outstanding Company Unit will convert automatically into one Opendoor Technologies Unit that will have been duly authorized by all requisite corporate action on the part of Opendoor Technologies under the DGCL and that will be validly issued, fully paid and nonassessable.
4. The Opendoor Technologies Merger Shares, when issued in the manner and on the terms described in the Registration Statement and the Merger Agreement, will have been duly authorized by all requisite corporate action on the part of Opendoor Technologies under the DGCL and will be validly issued, fully paid and nonassessable.
Social Capital Hedosophia Holdings Corp. II
November 6, 2020
Page 5
The opinions stated herein are subject to the following qualifications:
(a) we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and the opinions stated herein are limited by such laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(b) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to the Plan of Domestication, the Merger Agreement or any Transaction Document or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
(c) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or to the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;
(d) we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document;
(e) we have assumed that CST has the power, corporate or other, to enter into and perform all obligations under the Warrant Agreement and have also assumed due authorization by all requisite action, corporate or other, and the execution and delivery by CST of the Warrant Agreement and that the Warrant Agreement constitutes the valid and binding obligation of CST, enforceable against CST in accordance with its terms; and
(f) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in any Transaction Document, the opinions stated herein are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity and constitutionality.
In addition, in rendering the foregoing opinions we have assumed that, at all applicable times:
(a) the Company (i) is, and as of October 18, 2019 was, duly incorporated and validly existing and in good standing, (ii) has and as of October 18, 2019, had requisite legal status and legal capacity under the laws of the jurisdiction of its organization and (iii) has complied and will comply with all aspects of the laws of the jurisdiction of its organization in connection with the Merger Agreement and the Domestication and the transactions contemplated by, and the performance of its obligations under, the Transaction Documents, the Merger Agreement and the Plan of Domestication;
Social Capital Hedosophia Holdings Corp. II
November 6, 2020
Page 6
(b) the Company has, and as of October 18, 2019, had the corporate power and authority to execute, deliver and perform all its obligations under each of the Transaction Documents, the Merger Agreement and the Plan of Domestication;
(c) each of the Transaction Documents, the Merger Agreement and the Plan of Domestication has been duly authorized, executed and delivered by all requisite corporate action on the part of the Company, subject to approval and adoption of the Merger Agreement and the Domestication by the Company’s shareholders;
(d) none of (i) the execution and delivery by the Company of the Transaction Documents, the Merger Agreement or the Plan of Domestication, (ii) the performance by the Company of its obligations thereunder (including the issuance of the Opendoor Technologies Securities) or (iii) consummation of the Merger or the Domestication: (i) conflicted or will conflict with the Amended and Restated Memorandum and Articles of Association or other comparable organizational documents of the Company, (ii) constituted or will constitute a violation of, or a default under, any lease, indenture, instrument or other agreement to which the Company or its property is subject, (iii) contravened or will contravene any order or decree of any governmental authority to which the Company or its property is subject, or (iv) violated or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iv) with respect to the Opined-on Law); and
(e) none of (i) the execution and delivery by the Company of the Transaction Documents, the Merger Agreement or the Plan of Domestication, (ii) the performance by the Company of its obligations thereunder or (iii) consummation of the Merger or the Domestication, required or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.
We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
Exhibit 8.1
Skadden, Arps, Slate, Meagher & Flom llp
One Manhattan West
New York, NY 10001 ______
TEL: (212) 735-3000 FAX: (212) 735-2000
November 3, 2020
|
FIRM/AFFILIATE OFFICES ----------- BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON ----------- BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO |
Social Capital Hedosophia Holdings Corp. II 317 University Avenue, Suite 200 Palo Alto, California 94301 |
RE: | United States Federal Income Tax Considerations |
Ladies and Gentlemen:
We have acted as United States tax counsel to Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company (“SCH”), in connection with the Agreement and Plan of Merger, dated as of September 15, 2020 (as amended, modified or supplemented, the “Merger Agreement”), by and among SCH, Hestia Merger Sub, Inc., a Delaware corporation, and Opendoor Labs Inc., a Delaware Corporation, which, among other things, provides for SCH’s domestication from a Cayman Islands exempted company to a Delaware corporation (such Delaware corporation to be renamed Opendoor Technologies, Inc. pursuant to the terms of the Merger Agreement) pursuant to Section 338 of the Delaware General Corporation Law, as amended and Article 206 of the Cayman Islands Companies Law (2020 Revision) (the “Domestication”). This opinion is being delivered in connection with the Registration Statement (File No. 333-249302) of SCH on Form S-4 filed on October 5, 2020 with the Securities and Exchange Commission, as amended and supplemented through the date hereof (the “Registration Statement”).
In rendering the opinion set forth below, we have examined and relied upon, without independent investigation or verification, the accuracy and completeness of the facts, information, representations, covenants and agreements contained in originals or copies, certified or otherwise identified to our satisfaction, of (i) the Merger Agreement, (ii) the Registration Statement, and (iii) such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. We have assumed that the transactions contemplated by the foregoing documents have been or will be consummated in accordance with the operative documents and that such documents accurately and completely reflect the material facts of such transactions. In addition, we have relied upon the accuracy and completeness of certain statements, representations, covenants and agreements made by SCH, including the accuracy and completeness of all representations and covenants set forth in a certificate dated as of the date hereof from an officer of SCH (the “Officer’s Certificate”). For purposes of rendering our opinion, we have assumed that such statements, representations, covenants and agreements are, and will continue to be, including through the completion of the Domestication, true and correct without regard to any qualification as to knowledge or belief. Our opinion assumes and is expressly conditioned on, among other things, the initial and continuing accuracy and completeness of the facts, information, representations, covenants and agreements set forth in the documents referred to above and the statements, representations, covenants and agreements made by SCH, including those set forth in the Officer’s Certificate.
Social Capital Hedosophia Holdings Corp. II
November 3, 2020
Page 2
For purposes of our opinion, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or electronic copies, and the authenticity of the originals of such latter documents. We have assumed that such documents, certificates, and records are duly authorized, valid, and enforceable. In making our examination of documents, we have assumed that the parties thereto had the power, corporate or otherwise, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or otherwise, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties.
Our opinion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, judicial decisions, published positions of the Internal Revenue Service (the “Service”), and such other authorities as we have considered relevant, all as in effect on the date of this opinion and all of which are subject to change or differing interpretations, possibly with retroactive effect. A change in the authorities upon which our opinion is based could affect the conclusions expressed herein. Moreover, there can be no assurance that our opinion will be accepted by the Service or, if challenged, by a court.
Based upon the foregoing and subject to the assumptions, exceptions, limitations and qualifications set forth herein and in the Registration Statement under the heading “U.S. Federal Income Tax Considerations,” we are of the opinion that, for United States federal income tax purposes, the Domestication will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. We express no opinion on the potential U.S. federal income tax consequences of the Domestication pursuant to Section 367 of the Code or the passive foreign investment company rules.
Social Capital Hedosophia Holdings Corp. II
November 3, 2020
Page 3
Except as expressly set forth above, we express no other opinion. This opinion is being furnished to you solely for your benefit in connection with the Registration Statement and may not be relied upon for any other purpose without our prior written consent. This opinion is being delivered prior to the consummation of the Domestication and therefore is prospective and dependent on future events. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments, any factual matters arising subsequent to the date hereof, or the impact of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue. No assurances can be given that future legislative, judicial, or administrative changes, on either a prospective or a retroactive basis, or future factual developments, would not adversely affect the accuracy of the conclusion stated herein.
In accordance with the requirements of Item 601(b)(23) of Regulation S-K under the Securities Act, we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the use of our name under the headings “U.S. Federal Income Tax Considerations” in the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.
Very truly yours, | |
/s Skadden, Arps, Slate, Meagher & Flom LLP |
Exhibit 10.33
EXECUTION VERSION
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP.
II
PROMISSORY NOTE
Principal Amount: Not to Exceed U.S.$4,000,000.00 (See Schedule A) |
Dated as of September 30, 2020 |
FOR VALUE RECEIVED and subject to the terms and conditions set forth herein, Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company (the “Maker”), promises to pay to SCH Sponsor II LLC (the “Payee”), or order, the principal balance as set forth on Schedule A hereto in lawful money of the United States of America; which schedule shall be updated from time to time by the parties hereto to reflect all advances and readvances outstanding under this promissory note (this “Note”); provided that at no time shall the aggregate of all advances and readvances outstanding under this Note exceed four million U.S. Dollars (U.S.$4,000,000.00). Any advance hereunder shall be made by the Payee upon a request of the Maker and shall be set forth on Schedule A; which Schedule A reflects outstanding advances made by the Payee on behalf of the Maker as of the date hereof. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. All unpaid principal under this Note shall be due and payable in full on the earlier of (i) April 30, 2022 and (ii) the effective date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Maker and one or more businesses (such earlier date, the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). Any outstanding principal amount to date under this Note may be prepaid at any time by the Maker, at its election and without penalty.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
4. Events of Default. The occurrence of any of the following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified in Section 1 above.
(b) Voluntary Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
5. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 4(b) or 4(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.
6. Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.
7. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.
8. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or electronic transmission, or (ii) by electronic mail, in each case, to the address or electronic mail address (as applicable) most recently provided to such party or such other address or electronic mail address (as applicable) as may be specified in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
9. Construction. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK.
10. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
11. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account established in which proceeds of the Maker’s initial public offering of its securities (the “IPO”) (including the deferred underwriters discounts and commissions) and proceeds of the sale of the warrants issued by the Maker in a private placement that occurred in connection with the IPO were deposited, as described in greater detail in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO on September 15, 2017, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
12. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
13. Successors and Assigns. Subject to Section 14 below, the rights and obligations of the Maker and the Payee hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by operation of law or otherwise) with the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
2
14. Transfer of this Note. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
15. Acknowledgment. The Maker acknowledges that $1,138,497.00 is outstanding under this Note as of the date hereof, reflecting advances that have been made by the Payee on behalf of the Maker.
[Signature page follows]
3
IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. II | ||
By: | /s/ Steven Trieu | |
Name: Steven Trieu | ||
Title: Chief Financial Officer |
Acknowledged and agreed as of the day and year first above written. | ||
SCH SPONSOR II LLC | ||
By: | /s/ Chamath Palihapitiya | |
Name: Chamath Palihapitiya | ||
Title: Chief Executive Officer |
[Signature Page to Promissory Note – Social Capital Hedosophia Holdings Corp. II]
SCHEDULE A
Subject to the terms and conditions set forth in the Note to which this schedule is attached to, the principal balance due under the Note shall be set forth in the table below and shall be updated from time to time to reflect all advances and readvances outstanding under the Note.
Date | Drawing | Interest Earned | Principal Balance | ||||||||
September 30, 2020 | $ | 1,138,497.00 | N/A | $ | 1,138,497.00 | ||||||
Exhibit 21.1
Opendoor Subsidiaries
Digital Opendoor Insurance Services LLC | DE |
OD Arizona D LLC | DE |
OD Equity Owner D LLC | DE |
OD Intermediate Holdco C LLC | DE |
OD Intermediate SUBI Holdco I LLC | DE |
OD Intermediate SUBI Holdco II LLC | DE |
OD Intermediate SUBI Holdco III LLC | DE |
OD Intermediate SUBI Holdco IV LLC | DE |
OD Mezzanine Borrower R2 LLC | DE |
OD Mezzanine Borrower W LLC | DE |
OD Nevada D LLC | DE |
OD SUBI Holdco I LLC | DE |
OD SUBI Holdco II LLC | DE |
OD SUBI Holdco III LLC | DE |
OD SUBI Holdco IV LLC | DE |
OD Texas D LLC | DE |
OD Trust Holdco LLC | DE |
Open Listings Co. | DE |
Open Listings Holding Company LLC | DE |
Opendoor Brokerage Inc. | DE |
Opendoor Brokerage LLC | DE |
Opendoor GP LLC | DE |
Opendoor Home Loans LLC | DE |
Opendoor Homes Phoenix 2 LLC | DE |
Opendoor Labs Inc. | DE |
Opendoor Property Acquisition Fund LP | DE |
Opendoor Property Acquisition LLC | DE |
Opendoor Property C LLC | DE |
Opendoor Property D LLC | DE |
Opendoor Property Holdco C LLC | DE |
Opendoor Property Holdco J LLC | DE |
Opendoor Property Holdco N LLC | DE |
Opendoor Property Holdco W LLC | DE |
Opendoor Property J LLC | DE |
Opendoor Property N LLC | DE |
Opendoor Property Trust I | DE |
Opendoor Property W1 LLC | DE |
Opendoor Property W20 LLC | DE |
Opendoor Property W25 LLC | DE |
Opendoor Title Services Holding LLC | DE |
OS National Alabama LLC | AL |
OS National LLC | GA |
OSN Texas LLC | TX |
Redefined Tax Solutions LLC | TX |
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Social Capital Hedosophia Holdings Corp. II on Form S-4 Amendment No. 1 File No. 333-249302 of our report dated January 31, 2020, except for Note 8 as to which the date is April 29, 2020, with respect to our audit of the financial statements of Social Capital Hedosophia Holdings Corp. II as of December 31, 2020 and for the period from October 18, 2019 (inception) through December 31, 2019, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
November 5, 2020
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement (No. 333-249302) on Form S-4 of our report dated October 2, 2020, relating to the financial statements of Opendoor Labs Inc.
We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
San Francisco, CA
November 6, 2020
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