Fair Value Measurements | 15. Fair Value Measurements The Company’s financial instruments measured at fair value on a recurring basis are summarized below: September 30, 2023 (Amounts in thousands) Level 1 Level 2 Level 3 Total Mortgage loans held for sale, at fair value $ — $ 160,025 $ — $ 160,025 Derivative assets, at fair value (1) — 3,506 211 3,717 Total Assets $ — $ 163,531 $ 211 $ 163,742 Derivative liabilities, at fair value (1) $ — $ — $ 1,678 $ 1,678 Warrants and equity related liabilities, at fair value $ 577 $ 950 $ — $ 1,527 Total Liabilities $ 577 $ 950 $ 1,678 $ 3,205 December 31, 2022 (Amounts in thousands) Level 1 Level 2 Level 3 Total Mortgage loans held for sale, at fair value $ — $ 248,826 $ — $ 248,826 Derivative assets, at fair value (1) — 2,732 316 3,048 Bifurcated derivative, at fair value — — 236,603 236,603 Total Assets $ — $ 251,558 $ 236,919 $ 488,477 Derivative liabilities, at fair value (1) $ — $ — $ 1,828 $ 1,828 Convertible preferred stock warrants (2) — — 3,096 3,096 Total Liabilities $ — $ — $ 4,924 $ 4,924 __________________ (1) As of September 30, 2023 and December 31, 2022, derivative assets and liabilities represent both IRLCs and forward sale commitments. (2) Fair value is based on the intrinsic value of the Company’s underlying stock price at each balance sheet date and includes certain assumptions with regard to volatility. Specific valuation techniques and inputs used in determining the fair value of each significant class of assets and liabilities are as follows: Mortgage Loans Held for Sale —The Company originates certain LHFS to be sold to loan purchasers and elected to carry these loans at fair value in accordance with ASC 825. The fair value is primarily based on the price obtained for other mortgage loans with similar characteristics. The changes in fair value of these assets are largely driven by changes in interest rates subsequent to loan funding and receipt of principal payments associated with the relevant LHFS. Derivative Assets and Liabilities —The Company uses derivatives to manage various financial risks. The fair values of derivative instruments are determined based on quoted prices for similar assets and liabilities, dealer quotes, and internal pricing models that are primarily sensitive to market observable data. The Company utilizes IRLCs and forward sale commitments. The fair value of IRLCs, which are related to mortgage loan commitments, is based on quoted market prices, adjusted by the pull-through factor, and includes the value attributable to the net servicing fee. The Company evaluated the significance and unobservable nature of the pull-through factor and determined that the classification of IRLCs should be Level 3 as of September 30, 2023 and December 31, 2022. Significant changes in the pull-through factor of the IRLCs, in isolation, could result in significant changes in the IRLCs’ fair value measurement. The value of IRLCs also rises and falls with changes in interest rates; for example, entering into interest rate lock commitments at low interest rates followed by an increase in interest rates in the market, will decrease the value of IRLC. The Company had purchases/issuances of approximately $0.1 million and $2.4 million of IRLCs during the three months ended September 30, 2023 and 2022, respectively. The Company had purchases/issuances of approximately $0.6 million and $5.0 million of IRLCs during the nine months ended September 30, 2023 and 2022, respectively. The number of days from the date of the IRLC to expiration of the rate lock commitment outstanding as of September 30, 2023 was approximately 60 days on average. The Company attempts to match the maturity date of the IRLCs with the forward commitments. Derivatives are presented in the condensed consolidated balance sheets under derivative assets, at fair value and derivative liabilities, at fair value. During the three months ended September 30, 2023, the Company recognized $0.9 million of loss and $5.0 million of gains related to changes in fair value of IRLCs and forward sale commitments, respectively. During the nine months ended September 30, 2023, the Company recognized $0.1 million and $8.4 million of gains related to changes in the fair value of IRLCs and forward sale commitments, respectively. During the three months ended September 30, 2022, the Company recognized $7.0 million of losses and $26.2 million of gains related to changes in the fair value of IRLCs and forward sale commitments, respectively. During the nine months ended September 30, 2022, the Company recognized $14.3 million of losses and $188.6 million of gains related to changes in the fair value of IRLCs and forward sale commitments, respectively. Gains and losses related to changes in the fair value of IRLCs and forward sale commitments are included in mortgage platform revenue, net within the condensed consolidated statements of operations and comprehensive loss. Unrealized activity related to changes in the fair value of forward sale commitments were $1.5 million of gains and $13.2 million of gains, included in the $5.0 million of gains and $26.2 million of gains, during the three months ended September 30, 2023 and 2022, respectively. Unrealized activity related to changes in the fair value of forward sale commitments were $0.8 million of gains and $14.1 million of gains, included in the $8.4 million of gains and $188.6 million of gains, during the nine months ended September 30, 2023 and 2022, respectively. The notional and fair value of derivative financial instruments not designated as hedging instruments were as follows: (Amounts in thousands) Notional Value Derivative Asset Derivative Liability Balance as of September 30, 2023 IRLCs $ 211,897 $ 211 $ 1,678 Forward commitments $ 294,000 3,506 — Total $ 3,717 $ 1,678 Balance as of December 31, 2022 IRLCs $ 225,372 $ 316 $ 1,828 Forward commitments $ 422,000 2,732 — Total $ 3,048 $ 1,828 Warrant and equity related liabilities— The warrant liability consists of Warrants and the Sponsor-Locked up Shares. The Warrants consist of Public Warrants and Private Warrants. The Public Warrants trade on the Nasdaq Capital Market under the ticker symbol “BETRW” and as such is considered a Level 1 input from an active market to derive the value. The Private Warrants and Sponsor-Locked up Shares, although not publicly traded on an active market, use inputs from the publicly traded Public Warrants and the Company’s publicly traded common stock, respectively, and are further calibrated using unobservable inputs representing Level 2 measurements within the fair value hierarchy. Convertible Preferred Stock Warrants —The Company issued Former Preferred Stock Warrants to certain investors and to the Lender under its corporate line of credit (see Note 10). The Company obtained a fair value analysis from a third party to assist in determination of the fair value of warrants. The Company used the Black-Scholes-Merton option-pricing model to estimate the fair value of the warrants at the issuance date and as of December 31, 2022, which is based on significant inputs not observable in the market representing a Level 3 measurement within the fair value hierarchy. Significant changes in the unobservable inputs could result in significant changes in the fair value of the convertible preferred stock warrants. The warrant valuation was based on the intrinsic value of the Company’s underlying stock price and included certain assumptions such as risk free rate, volatility rate, and expected term. Bifurcated Derivative —The Company’s Pre-Closing Bridge Notes included embedded features that were separately accounted for and were marked to fair value at each reporting period with changes included in change in fair value of bifurcated derivative on the consolidated statements of operations and comprehensive loss. The Company obtained a fair value analysis from a third party to assist in determination of the fair value of the bifurcated derivative. In estimating the fair value of the bifurcated derivative, management considered factors management believed were material to the valuation process, including, but not limited to, the price at which recent equity was issued by the Company to independent third parties or transacted between third parties, actual and projected financial results, risks, prospects, and economic and market conditions, among other factors. As there was no active market for the Company’s equity, the fair value of the bifurcated derivative was based on significant inputs not observable in the market representing a Level 3 measurement within the fair value hierarchy. Management believed the combination of these factors provided an appropriate estimate of the expected fair value and reflected the best estimate of the fair value of the bifurcated derivative. As of September 30, 2023 and December 31, 2022, Level 3 instruments include IRLCs, bifurcated derivative and convertible preferred stock warrants. The following table presents the rollforward of Level 3 IRLCs: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands) 2023 2022 2023 2022 Balance at beginning of period $ (514) $ 197 $ (1,513) $ 7,568 Change in fair value of IRLCs (953) (6,976) 46 (14,347) Balance at end of period $ (1,467) $ (6,779) $ (1,467) $ (6,779) The following table presents the rollforward of Level 3 bifurcated derivative: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands) 2023 2022 2023 2022 Balance at beginning of period $ 237,667 $ 277,777 $ 236,603 $ — Change in fair value of bifurcated derivative (237,667) 29,089 (236,603) 306,866 Balance at end of period $ — $ 306,866 $ — $ 306,866 The following table presents the rollforward of Level 3 convertible preferred stock warrants: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands) 2023 2022 2023 2022 Balance at beginning of period $ 2,830 $ 11,586 $ 3,096 $ 31,997 Exercises (2,830) — (2,830) — Change in fair value of convertible preferred stock warrants — (4,202) (266) (24,613) Balance at end of period $ — $ 7,384 $ — $ 7,384 Counterparty agreements for forward sale commitments contain master netting agreements, which contain a legal right to offset amounts due to and from the same counterparty and can be settled on a net basis. The table below presents gross amounts of recognized assets and liabilities subject to master netting agreements. (Amounts in thousands) Gross Amount of Recognized Assets Gross Amount of Recognized Liabilities Net Amounts Presented in the Condensed Consolidated Balance Sheet Offsetting of Forward Commitments - Assets Balance as of: September 30, 2023: $ 3,525 $ (19) $ 3,506 December 31, 2022 $ 3,263 $ (531) $ 2,732 Offsetting of Forward Commitments - Liabilities Balance as of: September 30, 2023: $ — $ — $ — December 31, 2022 $ — $ — $ — Significant Unobservable Inputs —The following table presents quantitative information about the significant unobservable inputs used in the recurring fair value measurements categorized within Level 3 of the fair value hierarchy: September 30, 2023 (Amounts in dollars, except percentages) Range Weighted Average Level 3 Financial Instruments: IRLCs Pull-through factor 10.27% - 97.49% 85.1 % December 31, 2022 (Amounts in dollars, except percentages) Range Weighted Average Level 3 Financial Instruments: IRLCs Pull-through factor 14.66% - 96.57% 79.6 % Bifurcated derivative Risk free rate 4.69% 4.69 % Expected term (years) 0.75 0.75 Fair value of new preferred or common stock $10.63 - $19.05 $ 9.77 Convertible preferred stock warrants Risk free rate 3.94% - 4.04% 4.00 % Volatility rate 40.4% - 123.8% 65.0 % Expected term (years) 4.24 - 5.74 4.8 Fair value of common stock $0.00 - $6.60 $ 1.60 U.S. GAAP requires disclosure of fair value information about financial instruments, whether recognized or not recognized in the condensed consolidated financial statements, for which it is practical to estimate the fair value. In cases where quoted market prices are not available, fair values are based upon the estimation of discount rates to estimated future cash flows using market yields or other valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimates of fair value in both inactive and orderly markets. Accordingly, fair values are not necessarily indicative of the amount the Company could realize on disposition of the financial instruments in a current market exchange. The use of market assumptions or estimation methodologies could have a material effect on the estimated fair value amounts. The estimated fair value of the Company’s cash and cash equivalents, restricted cash, warehouse lines of credit, and escrow funds and customer deposits approximates their carrying values as these financial instruments are highly liquid or short-term in nature. The following table presents the carrying amounts and estimated fair value of financial instruments that are not recorded at fair value on a recurring or non-recurring basis: September 30, 2023 December 31, 2022 (Amounts in thousands) Fair Value Level Carrying Amount Fair Value Carrying Amount Fair Value Short-term investments Level 1 $ 29,831 $ 29,884 $ — $ — Loans held for investment Level 3 $ 4,163 $ 4,649 $ — $ — Post-Closing Convertible Notes Level 3 $ 513,001 $ 252,796 $ — $ — Loan commitment asset Level 3 $ — $ — $ 16,119 $ 54,654 Pre-Closing Bridge Notes Level 3 $ — $ — $ 750,000 $ 269,067 Corporate line of credit Level 3 $ — $ — $ 144,403 $ 145,323 In determining the fair value of the Short term investments, management used observable inputs such as quoted prices in active markets for identical assets. The fair value of loans held for investment is determined by management estimates of the specific credit risk attributes of each pool of loans, in addition to the quoted secondary-market prices which account for the interest rate characteristics of each loan. The corporate line of credit was valued using a Black Derman Toy model which incorporates the option to prepay given the make-whole premium as well as other inputs such as risk-free rates and credit spreads. In determining the fair value of the loan commitment asset and the Pre-Closing Bridge Notes, management used factors that are material to the valuation process, including but not limited to, the price at which recent equity was issued by the Company to independent third parties or transacted between third parties, actual and projected financial results, risks, prospects, and economic and market conditions, among other factors. As a number of assumptions and estimates were involved that are largely unobservable, loans held for investment, loan commitment asset and Corporate line of credit were classified as Level 3 inputs within the fair value hierarchy. |