AURORA ACQUISIT(AURC) - 2024 Q3 - Quarterly Report

Part I - Financial Information Item 1. Financial Statements The unaudited condensed consolidated financial statements detail the company's financial position and performance Unaudited Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheet Highlights (Amounts in thousands) | Metric | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Total Assets | $845,163 | $905,554 | | Total Liabilities | $844,775 | $782,954 | | Total Stockholders' (Deficit)/Equity | $388 | $122,600 | - Total Assets decreased by approximately 6.7% from $905,554 thousand as of December 31, 2023, to $845,163 thousand as of September 30, 2024, primarily driven by a significant decrease in Cash and cash equivalents from $503,591 thousand to $207,673 thousand[11] - Total Liabilities increased by approximately 7.9% from $782,954 thousand as of December 31, 2023, to $844,775 thousand as of September 30, 2024, mainly due to a substantial increase in Customer deposits from $11,839 thousand to $97,782 thousand[11] - Total Stockholders' Equity (Deficit) saw a significant decline from $122,600 thousand as of December 31, 2023, to $388 thousand as of September 30, 2024, largely due to an accumulated deficit of $(1,851,143) thousand[11] Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss Condensed Consolidated Statements of Operations Highlights (Amounts in thousands) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Total net revenues | $28,994 | $4,907 | $83,507 | $54,628 | | Total expenses | $83,078 | $358,137 | $230,102 | $537,610 | | Net loss | $(54,210) | $(353,889) | $(147,067) | $(485,521) | | Basic Loss per share | $(3.58) | $(35.63) | $(9.74) | $(66.54) | - Total net revenues significantly increased by 490.9% for the three months ended September 30, 2024, to $28,994 thousand, compared to $4,907 thousand in the prior year, driven by higher gain on loans, net and a positive net interest income[13] - Total expenses decreased substantially by 76.8% for the three months ended September 30, 2024, to $83,078 thousand, from $358,137 thousand in the prior year, primarily due to a significant reduction in 'Other expenses/(Income)' and 'Compensation and benefits'[13] - Net loss improved significantly for the three months ended September 30, 2024, to $(54,210) thousand, from $(353,889) thousand in the prior year, reflecting improved revenue and reduced expenses[13] Unaudited Condensed Consolidated Statements of Stockholders' Equity (Deficit) - The Company's total stockholders' equity (deficit) decreased from $122,600 thousand as of December 31, 2023, to $388 thousand as of September 30, 2024, primarily due to a net loss of $(147,067) thousand during the nine months ended September 30, 2024[22] - Additional paid-in capital increased by $19,571 thousand during the nine months ended September 30, 2024, from $1,838,499 thousand to $1,858,070 thousand, influenced by stock-based compensation and issuance of common stock for options exercised[22] - The accumulated deficit increased from $(1,704,076) thousand to $(1,851,143) thousand during the nine months ended September 30, 2024, reflecting the ongoing net losses[22] Unaudited Condensed Consolidated Statements of Cash Flow Condensed Consolidated Statements of Cash Flow Highlights (Amounts in thousands) | Cash Flow Activity | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(273,945) | $(79,416) | | Net cash used in investing activities | $(111,825) | $(42,066) | | Net cash provided by financing activities | $93,108 | $330,929 | | Net (Decrease)/Increase in Cash, Cash Equivalents, and Restricted Cash | $(290,987) | $208,506 | | Cash, cash equivalents, and restricted cash—End of period | $237,079 | $554,571 | - Net cash used in operating activities increased significantly to $(273,945) thousand for the nine months ended September 30, 2024, from $(79,416) thousand in the prior year, primarily due to higher originations of mortgage loans held for sale and net losses[31][301] - Net cash used in investing activities increased to $(111,825) thousand for the nine months ended September 30, 2024, from $(42,066) thousand in the prior year, driven by increased purchases of short-term investments and originations of loans held for investment[31][302] - Net cash provided by financing activities decreased substantially to $93,108 thousand for the nine months ended September 30, 2024, from $330,929 thousand in the prior year, mainly due to the absence of proceeds from the Business Combination and Convertible Note issuance in 2023[31][303] Notes to Unaudited Condensed Consolidated Financial Statements Note 1. Organization and Nature of the Business - Better Home & Finance Holding Company provides comprehensive homeownership offerings in the U.S. and U.K., including mortgage loans, real estate agent services, title and homeowner's insurance, leveraging its proprietary technology platform, Tinman[36] - The Company completed its business combination on August 22, 2023, and subsequently effected a 1-for-50 reverse stock split on August 16, 2024, to regain compliance with Nasdaq's minimum bid price requirement, which was achieved by September 3, 2024[38][41][43] Note 2. Summary of Significant Accounting Policies - The financial statements are prepared in conformity with U.S. GAAP, with estimates and assumptions affecting reported amounts, including fair value of mortgage loans, derivatives, and valuation allowances on deferred tax assets[44][47][48] - Mortgage loans held for sale are recorded at fair value, with changes recognized in gain on loans, net, while loans held for investment are reported at amortized cost[52][56] - Revenue streams include gain on loans, net, other revenue (real estate, insurance, international lending), and net interest income[65][66][69] - The Company reclassified certain prior period financial statement presentations to enhance transparency, including moving loan repurchase reserve to gain on loans, net, and presenting compensation and benefits as a separate line item[75][78][79] Note 3. Revenue Revenue Breakdown (Amounts in thousands) | Revenue Stream | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Gain on loans, net | $21,503 | $11,553 | $61,384 | $50,739 | | Other revenue | $3,070 | $4,009 | $8,768 | $13,664 | | Net interest income/(loss) | $4,421 | $(10,655) | $13,355 | $(9,775) | | Total net revenues | $28,994 | $4,907 | $83,507 | $54,628 | - Gain on loans, net, increased by 86.1% for the three months ended September 30, 2024, to $21,503 thousand, primarily due to a $3,226 thousand loan repurchase reserve recovery and increased gain on sale of loans[91] - Net interest income shifted from a loss of $(10,655) thousand in Q3 2023 to a gain of $4,421 thousand in Q3 2024, driven by a significant increase in interest income from investments and a decrease in other interest expense[91] Note 4. Restructuring and Impairments - The Company continued its operational restructuring program, initiated in December 2021, focusing on cost reductions through headcount reductions and real estate footprint optimization[92][93] Restructuring and Impairment Expenses (Amounts in thousands) | Expense Type | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Employee one-time termination benefits | $43 | $765 | $948 | $2,319 | | Impairments of Right-of-Use assets | — | — | — | $118 | | Real estate restructuring loss | — | $(37) | — | $5,252 | | Gain on lease settlement | — | $(49) | — | $(1,025) | | Impairment of property and equipment | — | — | — | $4,844 | | Total Restructuring and Impairments | $43 | $679 | $948 | $11,508 | - Total restructuring and impairment expenses significantly decreased to $43 thousand for the three months ended September 30, 2024, from $679 thousand in the prior year, and to $948 thousand for the nine months ended September 30, 2024, from $11,508 thousand in the prior year[96] Note 5. Loans Held for Sale and Warehouse Lines of Credit Warehouse Lines of Credit (Amounts in thousands) | Facility | Maturity | Facility Size | Outstanding Sep 30, 2024 | Outstanding Dec 31, 2023 | | :--- | :--- | :--- | :--- | :--- | | Funding Facility 1 | Sep 30, 2024 | $100,000 | $— | $61,709 | | Funding Facility 2 | Dec 6, 2024 | $150,000 | $72,379 | $40,088 | | Funding Facility 3 | Aug 1, 2025 | $175,000 | $62,102 | $24,421 | | Total | | $425,000 | $134,481 | $126,218 | - Total warehouse lines of credit outstanding increased to $134,481 thousand as of September 30, 2024, from $126,218 thousand as of December 31, 2023[99] Mortgage Loans Held for Sale (LHFS) (Amounts in thousands) | LHFS Category | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Total LHFS pledged as collateral | $206,191 | $132,693 | | Company-funded LHFS | $10,250 | $12,386 | | Company-funded HELOC | $118,377 | $25,098 | | Total LHFS at fair value | $339,485 | $170,150 | - Total LHFS at fair value increased by 99.5% to $339,485 thousand as of September 30, 2024, from $170,150 thousand as of December 31, 2023, largely driven by a significant increase in Company-funded HELOCs[100] - The Company was in compliance with all financial covenants under its warehouse lines of credit as of September 30, 2024[101] Note 6. Loans Held for Investment Loans Held for Investment, Net (Amounts in thousands) | Loan Type | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Property - Buy to Let | $80,499 | $1,063 | | Other | $2,040 | $3,730 | | Allowance for credit losses | $(1,138) | $— | | Total Loans Held for Investment, net | $81,401 | $4,793 | - Total Loans Held for Investment, net, increased significantly to $81,401 thousand as of September 30, 2024, from $4,793 thousand as of December 31, 2023, primarily due to a substantial increase in 'Property - Buy to Let' loans[102] - The Company had no loans held for investment past due or on non-accrual status as of September 30, 2024, and December 31, 2023, indicating strong credit quality in this portfolio[106][108] Note 7. Goodwill and Internal Use Software and Other Intangible Assets, Net Goodwill Carrying Amount (Amounts in thousands) | Metric | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | | Balance at beginning of period | $32,390 | $17,388 | | Goodwill acquired | — | $14,041 | | Effect of foreign currency exchange rate changes | $1,013 | $(75) | | Balance at end of period | $33,403 | $31,354 | - Goodwill increased to $33,403 thousand as of September 30, 2024, from $32,390 thousand at the beginning of the period, primarily due to foreign currency exchange rate changes[115] Internal Use Software and Other Intangible Assets, Net (Amounts in thousands) | Asset Type | Sep 30, 2024 Net Carrying Value | Dec 31, 2023 Net Carrying Value | | :--- | :--- | :--- | | Internal use software and website development | $19,826 | $33,292 | | Intellectual property and other | $661 | $754 | | Domain name | $1,820 | $1,820 | | Licenses and other | $2,378 | $2,260 | | Total | $24,684 | $38,126 | - Net carrying value of internal use software and other intangible assets decreased to $24,684 thousand as of September 30, 2024, from $38,126 thousand as of December 31, 2023, mainly due to amortization of internal use software[116] Note 8. Prepaid Expenses and Other Assets Prepaid Expenses and Other Assets (Amounts in thousands) | Asset Type | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Prepaid expenses | $18,488 | $27,859 | | Tax receivables | $7,109 | $8,348 | | Security Deposits | $11,021 | $15,179 | | Total | $36,618 | $51,386 | - Total prepaid expenses and other assets decreased by 28.7% to $36,618 thousand as of September 30, 2024, from $51,386 thousand as of December 31, 2023, with reductions across all categories[119] Note 9. Customer Deposits - Customer deposits, primarily from U.K. banking activities, significantly increased to $97.8 million as of September 30, 2024, from $11.8 million as of December 31, 2023[120] Average Customer Deposit Balances and Rates (Amounts in thousands) | Deposit Type | 3 Months Ended Sep 30, 2024 Avg Balance | 3 Months Ended Sep 30, 2024 Avg Rate | 3 Months Ended Sep 30, 2023 Avg Balance | 3 Months Ended Sep 30, 2023 Avg Rate | | :--- | :--- | :--- | :--- | :--- | | Notice | $9,059 | 2.58% | $2,190 | 2.92% | | Term | $54,789 | 3.86% | $2,962 | 2.13% | | Savings | $3,973 | 2.07% | $4,991 | 2.18% | | Total Deposits | $67,821 | 2.84% | $10,143 | 2.41% | - Interest expense on deposits increased substantially to $670 thousand for the three months ended September 30, 2024, from $52 thousand in the prior year, reflecting the growth in deposit balances and higher average rates[122] Note 10. Corporate Line of Credit, Preclosing Bridge Notes, and Convertible Note - The Company made the final principal payment on its corporate line of credit in August 2023, resulting in no interest expense from this facility for the three and nine months ended September 30, 2024[123] - In connection with the Business Combination, Pre-Closing Bridge Notes converted into Class C common stock and Class A common stock in August 2023[126] - A Convertible Note of $528.6 million was issued to SB Northstar LP (a related party) in August 2023, bearing 1% annual interest and maturing on August 22, 2028, with a carrying amount of $518.0 million as of September 30, 2024[128][131] - Interest expense related to the Convertible Note was $1.6 million for the three months and $5.9 million for the nine months ended September 30, 2024, with the Company electing to pay interest in kind for the period February 16, 2024, to September 30, 2024[131] Note 11. Related Party Transactions - The Company engages in commercial agreements with related parties, including 1/0 Capital, TheNumber, Notable Finance, and Truework, for various services[132][133][134][137][141] - Expenses incurred from these related party transactions are generally not material to the Company's technology platform or overall financial statements[133][136][139] Note 12. Commitments and Contingencies - The Company is involved in various legal and administrative proceedings, including an employee labor dispute and regulatory matters related to TILA-RESPA Integrated Disclosure (TRID) defects[142][143][145] - An estimated liability of $8.3 million for the employee labor dispute and $6.6 million for TRID defects was recorded as of September 30, 2024[143][145] - The Company regained compliance with Nasdaq's minimum bid price requirement on September 3, 2024, following a 1-for-50 reverse stock split[149][150] - Outstanding commitments to fund mortgage loans were $223.3 million, and forward sales commitment contracts were $295.0 million as of September 30, 2024[151][152] Note 13. Risks and Uncertainties - The Company faces economic risks, including credit risk and interest rate risk, which are managed through an interest rate hedging program[157][158][159][161] - The Company is exposed to loan repurchase obligations due to customary representations and warranties made to loan purchasers, with a loan repurchase reserve of $7,937 thousand as of September 30, 2024[163][164] - Borrowing capacity through warehouse lines of credit is critical for funding mortgage loans, and the loss of these facilities could be detrimental[164] Note 14. Net Loss Per Share Net Loss Per Share (Amounts in thousands, except per share amounts) | Metric | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Net loss attributable to common stockholders - Basic | $(54,210) | $(353,889) | $(147,067) | $(485,521) | | Basic Loss per share | $(3.58) | $(35.63) | $(9.74) | $(66.54) | | Diluted Loss per share | $(3.58) | $(35.63) | $(9.74) | $(66.54) | | Weighted average common shares outstanding — basic | 15,121,994 | 9,931,555 | 15,102,741 | 7,296,349 | - Basic and diluted loss per share were $(3.58) for the three months ended September 30, 2024, a significant improvement from $(35.63) in the prior year, reflecting reduced net losses[165] - Potentially dilutive securities, including stock options, RSUs, and warrants, were excluded from diluted net loss per share computation as their effect would be anti-dilutive[167] Note 15. Fair Value Measurements Fair Value of Financial Instruments (Amounts in thousands) | Instrument | Fair Value Level | Carrying Amount Sep 30, 2024 | Fair Value Sep 30, 2024 | Carrying Amount Dec 31, 2023 | Fair Value Dec 31, 2023 | | :--- | :--- | :--- | :--- | :--- | :--- | | Short-term investments | Level 1 | $54,414 | $54,422 | $25,597 | $25,563 | | Loans held for investment | Level 3 | $81,401 | $82,931 | $4,793 | $5,103 | | Convertible Note | Level 3 | $518,012 | $323,990 | $514,644 | $309,135 | - Mortgage loans held for sale and derivative assets/liabilities are measured at fair value on a recurring basis, with IRLCs classified as Level 3 due to the use of unobservable pull-through factors[169][171][172] - The fair value of the Convertible Note ($323,990 thousand) is significantly lower than its carrying amount ($518,012 thousand) as of September 30, 2024, due to various valuation factors[178] Note 16. Income Taxes - The Company recorded total income tax expense of $0.1 million for the three months and $0.5 million for the nine months ended September 30, 2024[179] - The Company maintains a full valuation allowance on deferred income tax assets due to being in a three-year cumulative loss position and the unlikelihood of realizing the benefit of these assets[180] Note 17. Convertible Preferred Stock - All Pre-Business Combination Better convertible preferred stock converted into common stock as part of the Business Combination[181] - The change in fair value of convertible preferred stock warrants was none for the three and nine months ended September 30, 2024[183] Note 18. Stockholders' Equity - The Company's Class A common stock and Public Warrants trade on the Nasdaq Capital Market under 'BETR' and 'BETRW'[184] - Warrant and equity related liabilities, including Public Warrants, Private Warrants, and Sponsor Locked-up Shares, totaled $1.4 million as of September 30, 2024[185][186] - Notes Receivable from Stockholders, primarily for financing stock option exercises, totaled $9.1 million as of September 30, 2024, recorded as a component of stockholders' equity[188][189] Note 19. Stock-Based Compensation Stock-Based Compensation Expense (Amounts in thousands) | Metric | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Total stock-based compensation expense | $5,487 | $39,417 | $21,812 | $47,879 | | Capitalized stock-based compensation | $400 | $2,700 | $1,300 | $5,100 | - Total stock-based compensation expense decreased significantly to $5,487 thousand for the three months ended September 30, 2024, from $39,417 thousand in the prior year, primarily due to awards meeting liquidity event criteria in August 2023[191] Note 20. Regulatory Requirements - The Company is subject to various regulations related to its loan production and must meet minimum net worth, capital ratio, and liquidity requirements[192][193] - As of September 30, 2024, the Company was in compliance with all necessary regulatory requirements, including those established by government-sponsored enterprises (GSEs)[193][194] Note 21. Subsequent Events - The Company evaluated subsequent events through the financial statement release date and found no events requiring recognition or disclosure, except for the extension of a funding facility maturity[195][99] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This analysis covers the company's financial condition, results of operations, and cash flows for recent periods Company Overview - Better Home & Finance aims to revolutionize homeownership through its proprietary technology platform, Tinman, by simplifying and making the process more affordable[200][201] - The Company focuses on improving its platform, investing in technology to enhance customer experience, and reducing labor costs through automation to achieve efficiency and scalability[202] Our Business Model - Revenue is generated from loan production and sale (Gain on loans, net), other product offerings (Better Plus), and net interest income[203] Revenue Mix as Percentage of Total Net Revenues | Revenue Stream | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Gain on loans, net | 74% | 235% | 74% | 93% | | Other revenue | 11% | 82% | 10% | 25% | | Net interest income/(loss) | 16% | (217)% | 15% | (18)% | - Home Finance (Gain on loans, net) involves originating and selling mortgage loans and MSRs through direct-to-consumer (D2C) and business-to-business (B2B) channels[205] - Better Plus (Other revenue) includes real estate services, settlement services, and insurance services[206][207][208] - International lending revenue (Other revenue) is primarily derived from broker fees in the U.K. digital mortgage market[209] Key Business Metrics Key Business Metrics (Amounts in millions, except as noted) | Metric | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Funded Loan Volume | $1,035 | $731 | $2,658 | $2,488 | | Refinance Loan Volume | $130 | $47 | $289 | $178 | | Purchase Loan Volume | $739 | $656 | $2,062 | $2,268 | | HELOC Loan Volume | $166 | $28 | $307 | $41 | | D2C Loan Volume | $776 | $384 | $1,805 | $1,392 | | B2B Loan Volume | $259 | $346 | $853 | $1,095 | | Total Loans (number) | 3,443 | 2,067 | 8,429 | 6,936 | | Average Loan Amount ($ value) | $300,589 | $353,547 | $315,350 | $358,660 | | Gain on Sale Margin | 2.08% | 1.58% | 2.31% | 2.04% | | Total Market Share | 0.2% | 0.2% | 0.2% | 0.2% | | Better Real Estate Transaction Volume | $105 | $92 | $266 | $442 | | Insurance Coverage Written | $1,068 | $1,233 | $3,300 | $3,965 | - Funded Loan Volume increased by 42% YoY for Q3 2024 to $1,035 million, driven by significant growth in Refinance (177% YoY) and HELOC (493% YoY) loan volumes[212][213][215] - D2C Loan Volume more than doubled (102% YoY) in Q3 2024 to $776 million, while B2B Loan Volume decreased by 25% YoY to $259 million[216][217] - Gain on Sale Margin improved by 50 basis points to 2.08% in Q3 2024, reflecting improved pricing on loans funded[222] Description of Certain Components of Our Financial Data - Gain on loans, net, includes premiums from loan sales, unrealized changes in fair value of LHFS, integrated partnership fees, and adjustments for loan repurchase reserves[228] - Other revenue encompasses fees from real estate agent services, settlement services, insurance agent fees, and international lending broker fees[229][230][231][232] - Net interest income comprises interest from various loan and investment assets, offset by interest expense on warehouse lines, customer deposits, and the Convertible Note[233] - Expenses are categorized into compensation and benefits, general and administrative, technology, marketing, loan origination, depreciation, and other expenses[234][235][236][237][238][239][240] Results of Operations Consolidated Financial Data (Amounts in thousands) | Metric | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Total net revenues | $28,994 | $4,907 | $83,507 | $54,628 | | Total expenses | $83,078 | $358,137 | $230,102 | $537,610 | | Net loss | $(54,210) | $(353,889) | $(147,067) | $(485,521) | | Basic Loss per share | $(3.58) | $(35.63) | $(9.74) | $(66.54) | - Total net revenues increased by 490.9% for the three months ended September 30, 2024, to $28.99 million, primarily due to a significant increase in gain on loans, net and a shift to positive net interest income[243][244] - Total expenses decreased by 76.8% for the three months ended September 30, 2024, to $83.08 million, mainly driven by a 55% reduction in compensation and benefits and a 99% decrease in other expenses[241][267][278] - Net loss improved substantially to $(54.21) million for the three months ended September 30, 2024, from $(353.89) million in the prior year, reflecting the combined impact of higher revenues and lower expenses[241] Non-GAAP Financial Measures - The Company reports Adjusted Net Loss and Adjusted EBITDA as non-GAAP financial measures to supplement GAAP results, providing insights into core operating performance[280][283] Adjusted Net Loss and Adjusted EBITDA Reconciliation (Amounts in thousands) | Metric | 3 Months Ended Sep 30, 2024 | 3 Months Ended Sep 30, 2023 | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | $(54,210) | $(353,889) | $(147,067) | $(485,521) | | Adjusted Net Loss | $(48,886) | $(76,987) | $(125,234) | $(190,658) | | Adjusted EBITDA | $(38,870) | $(53,897) | $(93,477) | $(137,091) | - Adjusted Net Loss improved to $(48,886) thousand for Q3 2024 from $(76,987) thousand for Q3 2023, and Adjusted EBITDA improved to $(38,870) thousand from $(53,897) thousand over the same periods[287] Liquidity and Capital Resources - The Company primarily funds mortgage loans through short-term warehouse lines of credit, with an aggregate available amount of $425.0 million as of September 30, 2024[293][295] - The Company regained compliance with Nasdaq's minimum bid price requirement on September 3, 2024, following a 1-for-50 reverse stock split, mitigating the risk of delisting[296][298][299] Cash Flows Summary (Amounts in thousands) | Cash Flow Activity | 9 Months Ended Sep 30, 2024 | 9 Months Ended Sep 30, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(273,945) | $(79,416) | | Net cash used in investing activities | $(111,825) | $(42,066) | | Net cash provided by financing activities | $93,108 | $330,929 | - Net cash used in operating activities increased by 245% to $(274) million for the nine months ended September 30, 2024, mainly due to higher mortgage loan originations and net losses[301] - Net cash provided by financing activities decreased by 72% to $93.1 million for the nine months ended September 30, 2024, primarily due to the absence of significant capital raised in the prior year[303] Off-Balance Sheet Arrangements - The Company does not have any off-balance sheet arrangements that are reasonably likely to have a material effect on its financial condition or results of operations[304] Critical Accounting Policies and Estimates - There have been no significant changes in the Company's critical accounting policies and estimates during the nine months ended September 30, 2024[305] Cautionary Statement Regarding Forward-Looking Statements - The report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially[306][307] - Key risks include the effect of interest rates, ability to expand customer base, compliance with regulations, profitability, and the need for future financing[307] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, detailed market risk disclosures are not required - The Company is a smaller reporting company and is therefore not required to provide quantitative and qualitative disclosures about market risk[309] Item 4. Controls and Procedures This section details the evaluation of disclosure controls and procedures and ongoing remediation of material weaknesses Evaluation of Disclosure Controls and Procedures - As of September 30, 2024, management concluded that disclosure controls and procedures were not effective due to previously disclosed material weaknesses in internal control[311] - Despite the material weaknesses, the consolidated financial statements in this report fairly present the Company's financial position, results of operations, and cash flows[312] Previously Reported Material Weaknesses in Internal Control over Financial Reporting - Material weaknesses identified include the CEO's failure to set a strong tone at the top, an ineffective control environment, and a material error in a third-party valuation[314] Remediation of Previously Reported Material Weaknesses - Remediation efforts include establishing an independent management and ethics committee, implementing company-wide ethics training, and onboarding experienced accounting personnel[315][319] - The material weaknesses will be considered remediated after controls operate effectively for a sufficient period and are tested by management[316] Changes in Internal Control over Financial Reporting - Other than the ongoing remediation efforts, there have been no material changes in internal control over financial reporting during the most recently completed fiscal quarter[317] Part II - Other Information Item 1. Legal Proceedings The Company is involved in various legal proceedings arising in the ordinary course of business - The Company is subject to legal and administrative proceedings, including an employee labor dispute and potential regulatory enforcement actions[318][142] - An estimated liability of $8.3 million for an employee labor dispute and $6.6 million for TILA-RESPA Integrated Disclosure (TRID) defects was included as of September 30, 2024[143][145] Item 1A. Risk Factors This section highlights key risks including CEO litigation and the effects of the reverse stock split - The CEO's involvement in litigation related to prior business activities poses a risk of diverting attention, negative publicity, and potential adverse effects on the Company's business[321][322] - The ultimate effect of the 1-for-50 reverse stock split on the market price and liquidity of the Company's common stock is uncertain and could lead to reduced trading[323][324][325] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The Company reported no unregistered sales of equity securities or use of proceeds - There were no unregistered sales of equity securities or use of proceeds during the three months ended September 30, 2024[326] Item 3. Defaults Upon Senior Securities The Company reported no defaults upon senior securities - There were no defaults upon senior securities during the three months ended September 30, 2024[327] Item 4. Mine Safety Disclosures This item is not applicable to the Company - Mine Safety Disclosures are not applicable to the Company[328] Item 5. Other Information This section discloses securities trading plans adopted by directors and executive officers - Nicholas Calamari, the Company's Chief Administrative Officer and Senior Counsel, adopted a Rule 10b5-1 trading arrangement on August 28, 2024, for the sale of up to 14,575 shares of common stock[329] - Other directors or officers may also make elections to withhold shares for taxes or exercise options, potentially under Rule 10b5-1(c) conditions[329] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q - Exhibits include the Certificate of Amendment to the Amended and Restated Certificate of Incorporation, Director Compensation Policy, and certifications from principal officers[330] - The filing also includes various Inline XBRL Taxonomy Extension documents and the Cover Page Interactive Data File[330] Signatures The report is duly signed on behalf of the company by its Chief Financial Officer - The report was signed by Kevin Ryan, Chief Financial Officer, on November 14, 2024[333][335]