Core Viewpoint - Opendoor Technologies experienced a significant decline in stock value, losing over 18% in June, primarily due to a reverse stock split announcement and an analyst downgrade [1][7]. Group 1: Reverse Stock Split Announcement - On June 6, Opendoor filed initial regulatory paperwork for a reverse stock split, intending to hold a special meeting for investor voting [3]. - The proposed reverse split ratio is between 1-for-10 and 1-for-50, aimed at supporting long-term shareholder value and preserving its Nasdaq listing [4][5]. Group 2: Analyst Downgrade - Analyst Andrew Boone from Citizens JMP downgraded Opendoor's stock from "market outperform" to "market perform," indicating a hold recommendation [7]. - Boone's downgrade is based on the observation that Opendoor is functioning more as a backup option for home sellers rather than a primary sales method, alongside concerns about the company's high debt levels [8]. Group 3: Business Model Vulnerability - Opendoor's business model, which involves buying and renovating homes to sell for profit, is particularly vulnerable to downturns in the housing market [6]. - The company's performance may improve with the introduction of Key Connections, a program designed to connect partner real estate agents with sellers [8].

Core Viewpoint - Opendoor Technologies has seen a significant decline in its stock price and market cap, moving from a peak valuation of over $20 billion to approximately $413 million, indicating a loss of investor confidence in its business model [1][2]. Business Model and Market Conditions - Opendoor's primary business involves purchasing homes, making repairs, and reselling them, but recent market conditions have been unfavorable due to cooling real estate prices and rising interest rates, which have disrupted its cost structure [4][10]. - The company reported over $5 billion in revenue over the past year, but profitability has been challenging due to the slow real estate market and high interest rates, leading to a 13% decline in gross profit year over year [2][10]. Recent Developments - Opendoor announced plans for a reverse stock split to maintain its Nasdaq listing, as its share price has fallen below $1, with a proposed ratio between 1-for-10 and 1-for-50 [5][6]. - The company has shown some operational resilience, buying 3,600 homes in the first quarter, a 4% increase year over year, and selling homes for a total of $1.2 billion, exceeding its guidance [9]. Future Outlook - Management anticipates a significant revenue increase in the second quarter, projecting between $1.45 billion and $1.525 billion, along with positive adjusted EBITDA, although there are concerns about the sustainability of this growth given macroeconomic factors [11][12]. - The reverse stock split does not necessarily indicate the end for Opendoor, but the company must demonstrate a sustainable business model to regain investor confidence [13].

Core Viewpoint - Opendoor Technologies Inc. is seeking shareholder approval for a reverse stock split to support long-term shareholder value and maintain its Nasdaq listing [2][3]. Group 1: Company Actions - The Board of Directors has proposed a reverse stock split of common stock at a ratio between 1-for-10 and 1-for-50, with the exact ratio to be determined by the Board [2]. - The decision to implement the reverse stock split will depend on various factors, including market conditions and the trading price of the common stock [3]. Group 2: Company Background - Opendoor is a leading e-commerce platform for residential real estate transactions, aiming to provide a simple and certain way for people to buy and sell homes [5]. - The company has been operational since 2014 and currently serves markets across the United States [5]. Group 3: Upcoming Events - A Special Meeting of Stockholders is scheduled for July 28, 2025, at 9:30 a.m. Pacific Time to discuss the proposed amendments [1][4].

Core Insights - Busch Gardens Williamsburg has launched its newest family attraction, The Big Bad Wolf: The Wolf's Revenge, which is North America's longest family inverted coaster featuring over 2,500 feet of track and speeds up to 40 miles per hour [1][2] Group 1: Attraction Details - The ride is designed to provide a highly immersive experience set in a Bavarian village, where riders encounter a terrifying creature [1] - The coaster is accessible for children with a minimum height requirement of 42 inches when accompanied by an adult and 48 inches unaccompanied, making it suitable for families [1] Group 2: Opening and Reception - The park held a Grand Opening Ceremony that included a ribbon cutting, ceremonial first ride, and a DJ dance party, attended by local dignitaries and Wolf Scouts [2] - Early reviews from park members who previewed the ride were enthusiastic, indicating a strong positive reception and eagerness to experience the ride again [3] Group 3: Company Background - Busch Gardens Williamsburg is part of United Parks & Resorts Inc. and features over 100 acres of attractions, including top-rated roller coasters and award-winning entertainment [5]

Core Viewpoint - Opendoor Technologies Inc. has successfully completed a transaction involving the exchange of its 2026 Convertible Senior Notes for new 2030 Convertible Senior Notes, raising $325 million in total, which includes $75.3 million in cash to strengthen its balance sheet and support its mission in the residential real estate market [1][2]. Group 1: Transaction Details - The company issued $325 million in 2030 Convertible Senior Notes, which includes approximately $245.8 million exchanged for 2026 Notes and $79.2 million raised in cash [1]. - The 2030 Notes have a 7.000% annual interest rate and will mature on May 15, 2030, unless converted or repurchased earlier [2][3]. - The gross proceeds from the cash subscription are expected to be around $75.3 million, intended for general corporate purposes [2]. Group 2: Conversion and Redemption Features - The initial conversion rate for the 2030 Notes is set at 637.1050 shares of common stock per $1,000 principal amount, equating to an initial conversion price of approximately $1.57 per share, representing an 80% premium over the last reported share price of $0.872 [4]. - Holders of the 2030 Notes can require the company to repurchase their notes at 100% of the principal amount upon a fundamental change [5]. - The company can redeem the 2030 Notes starting May 22, 2028, if the stock price exceeds 130% of the conversion price for a specified period [5]. Group 3: Advisory and Additional Information - J. Wood Capital Advisors LLC acted as the advisor for the transaction [6]. - For further details regarding the transaction, the company has filed a Current Report on Form 8-K with the SEC [6].

Core Viewpoint - Opendoor Technologies is facing significant financial challenges, as evidenced by its recent decision to refinance convertible debt and take on new debt, indicating struggles to achieve profitability [1][4]. Group 1: Debt Refinancing Details - The company is refinancing $245.8 million in 2026 notes with new notes due in 2030, carrying an interest rate of 7% [2]. - Additionally, Opendoor is raising $79.2 million in new debt at the same interest rate of 7% [2]. Group 2: Conversion and Market Impact - The conversion price for the new debt is set at $1.57 per share, representing an 80% premium to the closing price prior to the announcement, which could lead to significant dilution if bondholders convert [3]. - Opendoor's current market capitalization stands at $515.8 million, highlighting the potential impact of dilution on shareholder value [3]. Group 3: Financial Position and Future Outlook - The company ended the first quarter with $559 million in cash but has reported a substantial cash burn rate, losing $696 million in operating cash flow over the last four quarters [5]. - While the refinancing may provide some financial flexibility, it underscores the company's weak financial position and the increasing difficulty in achieving profitability, especially in a challenging housing market [4].

Company Performance - Opendoor Technologies Inc. reported a quarterly loss of $0.09 per share, better than the Zacks Consensus Estimate of a loss of $0.11, and an improvement from a loss of $0.12 per share a year ago, representing an earnings surprise of 18.18% [1] - The company posted revenues of $1.15 billion for the quarter ended March 2025, surpassing the Zacks Consensus Estimate by 8.48%, although this is a decrease from year-ago revenues of $1.18 billion [2] - Over the last four quarters, Opendoor has exceeded consensus EPS estimates four times and has also topped consensus revenue estimates four times [2] Stock Performance and Outlook - Opendoor Technologies shares have declined approximately 53.8% since the beginning of the year, contrasting with the S&P 500's decline of 3.9% [3] - The current consensus EPS estimate for the upcoming quarter is -$0.08 on revenues of $1.39 billion, and for the current fiscal year, it is -$0.31 on revenues of $5.56 billion [7] Industry Context - The Internet - Software industry, to which Opendoor belongs, is currently ranked in the top 35% of over 250 Zacks industries, indicating a favorable outlook compared to the bottom 50% [8]

Financial Data and Key Metrics Changes - The company reported revenue of $1.2 billion in Q1 2025, roughly in line with the same quarter in 2024, with 2,946 homes sold [18] - Acquisition volumes increased by 4% year-over-year, with 3,609 homes purchased in Q1 2025 [18] - Contribution profit was $54 million in Q1 2025, down from $57 million in Q1 2024, resulting in a contribution margin of 4.7% [19] - Adjusted EBITDA loss improved to $30 million in Q1 2025 from a loss of $50 million in Q1 2024, driven by reduced operating expenses [19] - Fixed operating expenses decreased by $19 million, or 33%, compared to the previous year [15] Business Line Data and Key Metrics Changes - The company is focusing on enhancing its product flow and pricing models to improve conversion rates despite higher spreads [19] - The strategy includes maintaining pricing discipline and improving conversion through better pricing models and marketing investments [12][13] Market Data and Key Metrics Changes - The housing market is experiencing challenges, with mortgage rates exceeding 7%, clearance rates down nearly 25% year-over-year, and delistings up over 30% [6][7] - The company anticipates continued headwinds in the housing market, impacting performance in the near term [21] Company Strategy and Development Direction - The company aims to drive towards profitability while enhancing product experience and leadership position in the residential real estate market [8] - A new strategy involves expanding partnerships with agents to provide customers with more selling options, including cash offers and traditional listings [9][10] - The company is piloting a new experience in select markets to improve conversion rates and customer satisfaction [11] Management's Comments on Operating Environment and Future Outlook - Management acknowledges the challenging macroeconomic environment and the need for a cautious approach due to consumer hesitation [24] - The outlook for Q2 2025 includes expected revenue between $1.45 billion and $1.525 billion, with a contribution profit of $65 million to $75 million [21] - The company expects to see a decline in revenue year-over-year in the latter half of the year due to a slowdown in acquisitions [24] Other Important Information - The company ended the quarter with 7,080 homes in inventory, valued at $2.4 billion, a 24% increase from the prior year [20] - Total capital at quarter-end was $1 billion, primarily consisting of $559 million in unrestricted cash [20] Q&A Session Summary Question: Acquisition growth slowdown and market performance - Management expects a seasonal pattern in acquisitions, with a decline from Q1 to Q2 and a ramp-up in Q4, indicating a cautious approach due to market uncertainty [29] Question: Health of older inventory and valuation - Management noted that older inventory typically has lower margins, but recent acquisitions are performing well, providing confidence in future contribution margins [36] Question: Agent partnership expansion - The company is shifting to a model where agents are brought in earlier in the process, enhancing conversion and providing local expertise [42] Question: Cost savings opportunities - Management highlighted ongoing efforts to optimize the cost structure, with a significant reduction in fixed costs already achieved [53] Question: Marketing expense reduction - The majority of the expected reduction in operating expenses is attributed to lower marketing spend due to seasonal dynamics [58] Question: Economics of the agent partnership - The partnership will generate revenue through commission sharing on listings and margins on cash offers, with expectations that conversion benefits will outweigh referral costs [61]

Financial Data and Key Metrics Changes - The company reported revenue of $1.2 billion in Q1 2025, roughly in line with the same quarter in 2024, representing 2,946 homes sold [16] - Acquisition volumes increased by 4% year-over-year, with 3,609 homes purchased in Q1 2025 [16] - Contribution profit was $54 million in Q1 2025, down from $57 million in Q1 2024, resulting in a contribution margin of 4.7% [16] - Adjusted EBITDA loss improved to $30 million in Q1 2025 from a loss of $50 million in Q1 2024, driven by reduced operating expenses [17][18] - Fixed operating expenses in Q1 2025 were $19 million lower, down 33% compared to the previous year [14] Business Line Data and Key Metrics Changes - The company is focusing on enhancing its product flow and pricing models to improve conversion rates despite higher spreads [16] - The strategy includes expanding the market approach by leveraging partnerships with agents, which is expected to improve conversion rates and asset-light revenue [9][10] Market Data and Key Metrics Changes - The housing market is experiencing challenges, with mortgage rates exceeding 7%, clearance rates down nearly 25% year-over-year, and delistings up over 30% [6] - The company anticipates that the housing market will continue to deteriorate, impacting performance in the near term [20] Company Strategy and Development Direction - The company aims to drive towards profitability while enhancing product experience and leadership position in the residential real estate market [5] - A shift towards a platform that allows sellers to explore various selling options, including cash offers and listings with agents, is underway [7][8] - The company is piloting a new experience in select markets to improve customer engagement and conversion rates [10][11] Management's Comments on Operating Environment and Future Outlook - Management acknowledges the challenging macroeconomic environment and the uncertainty affecting home sellers and buyers [5][6] - The outlook for Q2 2025 includes expected revenue between $1.45 billion and $1.525 billion, with a contribution profit between $65 million and $75 million [20] - The company expects a sequential decline in acquisitions from Q1 to Q2, with a focus on maintaining pricing discipline and improving conversion rates [12][21] Other Important Information - The company ended Q1 2025 with 7,080 homes in inventory, valued at $2.4 billion, a 24% increase from the prior year [19] - The company has a total capital of $1 billion, primarily consisting of $559 million in unrestricted cash [19] Q&A Session Summary Question: Acquisition growth slowdown and market performance - Management expects a sequential decline in acquisitions from Q1 to Q2, with a similar pattern anticipated for the second half of the year [28] Question: Contribution margins of newer homes - Contribution margins are expected to be between 4.5% and 4.9%, with a decline driven by older inventory making up a larger share of homes sold [29] Question: Health of inventory and valuation - Management noted a natural degradation in margins over time, but recent acquisitions are starting at higher contribution margins [34] Question: Agent partnership expansion - The company is leveraging existing relationships with agents to improve conversion and provide local expertise [42] Question: Cost savings opportunities - The company is focused on optimizing its cost structure, with a year-over-year fixed cost reduction of nearly $20 million [52] Question: Marketing expense reduction - The majority of the operating expense reduction is attributed to lower marketing expenses due to seasonal dynamics [57] Question: Economics of the agent partnership - The partnership will generate asset-light revenue through commission sharing on listings and margins on cash offers, minus referral fees [61] Question: Signals for broader rollout of partnerships - Management is looking for improved conversion rates as a signal for expanding the agent partnership program [70]

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ____________. Commission file number 001-39253 Opendoor Technologies Inc. (Exact name of registrant as specified in its chart ...