Immaterial Restatements and Reclassifications of Prior Period Financial Statements | 25. Immaterial Restatements and Reclassifications of Prior Period Financial Statements As discussed in Note 1, subsequent to the issuance of the December 31, 2022 consolidated financial statements, the Company identified immaterial errors during the three months ended December 31, 2023, which required correction of the Company’s previously issued December 31, 2022 consolidated financial statements as well as the first three quarterly periods in the year ended December 31, 2023. The corrections to the condensed consolidated balance sheets were as follows for the periods presented below (tables may not foot as they are condensed to only present those line items which have been impacted): As of December 31, 2022 (Amounts in thousands) As Previously Reported Corrections As Corrected Assets Other receivables, net 16,285 297 16,582 Property and equipment, net 30,504 (74) 30,430 Right-of-use assets 41,979 (2,256) 39,723 Goodwill 18,525 (1,137) 17,388 Total Assets $ 1,086,522 $ (3,170) $ 1,083,352 Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) Liabilities Accounts payable and accrued expenses 88,983 (6,546) 82,437 Lease liabilities 60,049 (2,541) 57,508 Total Liabilities 1,260,342 (9,087) 1,251,255 Stockholders’ Equity (Deficit) Notes receivable from stockholders (53,900) 675 (53,225) Additional paid-in capital 626,628 (8,517) 618,111 Accumulated deficit (1,181,415) 13,759 (1,167,656) Total Stockholders’ Equity (Deficit) (610,100) 5,917 (604,183) Total Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) $ 1,086,522 $ (3,170) $ 1,083,352 As of March 31, 2023 (Unaudited) (Amounts in thousands) As Previously Reported Corrections As Corrected Assets Other receivables, net 20,342 285 20,627 Right-of-use assets 31,269 (2,241) 29,028 Goodwill 20,507 (1,138) 19,369 Prepaid expenses and other assets 71,218 (879) 70,339 Total Assets $ 1,081,060 $ (3,973) $ 1,077,087 Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) Liabilities Accounts payable and accrued expenses 111,134 (7,597) 103,537 Lease liabilities 43,118 (2,525) 40,593 Total Liabilities 1,337,878 (10,122) 1,327,756 Stockholders’ Equity (Deficit) Notes receivable from stockholders (55,349) (232) (55,581) Additional paid-in capital 635,166 (9,620) 625,546 Accumulated deficit (1,271,310) 16,001 (1,255,309) Total Stockholders’ (Deficit) Equity (693,098) 6,149 (686,949) Total Liabilities, Convertible Preferred Stock, and Stockholders’ (Deficit) Equity $ 1,081,060 $ (3,973) $ 1,077,087 As of June 30, 2023 (Unaudited) (Amounts in thousands) As Previously Reported Corrections As Corrected Assets Other receivables, net 15,238 372 15,610 Goodwill 33,300 (1,138) 32,162 Prepaid expenses and other assets 67,260 (879) 66,381 Total Assets $ 926,970 $ (1,645) $ 925,325 Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) Liabilities Accounts payable and accrued expenses 108,175 (7,588) 100,587 Total Liabilities 1,222,938 (7,588) 1,215,350 Stockholders’ Equity (Deficit) Notes receivable from stockholders (56,254) (503) (56,757) Additional paid-in capital 642,551 (11,058) 631,493 Accumulated deficit (1,316,823) 17,503 (1,299,320) Total Stockholders’ Equity (Deficit) (732,249) 5,943 (726,306) Total Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) $ 926,970 $ (1,645) $ 925,325 As of September 30, 2023 (Unaudited) (Amounts in thousands) As Previously Reported Corrections As Corrected Assets Other receivables, net 10,449 256 10,705 Goodwill 32,492 (1,138) 31,354 Total Assets $ 937,055 $ (882) $ 936,173 Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) Liabilities Accounts payable and accrued expenses 103,435 (10,008) 93,427 Total Liabilities 779,823 (10,008) 769,815 Stockholders’ Equity (Deficit) Notes receivable from stockholders (10,404) (44) (10,448) Additional paid-in capital 1,826,848 5,523 1,832,371 Accumulated deficit (1,656,856) 3,647 (1,653,209) Total Stockholders’ Equity (Deficit) 157,232 9,126 166,358 Total Liabilities, Convertible Preferred Stock, and Stockholders’ Equity (Deficit) $ 937,055 $ (882) $ 936,173 None of the adjustments to the condensed consolidated statements of operations and comprehensive loss described below impact the income tax provision in any period as the Company has recognized a full valuation allowance for all periods presented. The reclassifications and corrections to the condensed consolidated statements of operations and comprehensive loss were as follows for the periods presented below (tables may not foot as they are condensed to only present those line items which have been impacted): Year Ended December 31, 2022 (Amounts in thousands, except per share amounts) As Previously Reported Reclassifications Corrections As Reclassified and Corrected Revenues: Mortgage platform revenue, net $ 105,658 $ (4,859) $ 486 $ 101,285 Other platform revenue 38,942 — (580) 38,362 Total net revenues 382,976 (4,859) (94) 378,023 Expenses: Mortgage platform expenses 327,815 (4,859) (1,335) 321,621 Other platform expenses 59,656 — (155) 59,501 General and administrative expenses 194,565 — (8,689) 185,876 Marketing and advertising expenses 69,021 — (13) 69,008 Technology and product development expenses 124,912 — (604) 124,308 Restructuring and impairment expenses 247,693 — (1,208) 246,485 Total expenses 1,253,806 (4,859) (12,004) 1,236,943 Loss from operations (870,830) — 11,910 (858,920) Interest and other income (expense), net Other income (expense) 3,741 — (185) 3,556 Total interest and other expense, net (16,872) — (185) (17,057) Loss before income tax expense (benefit) (887,702) — 11,725 (875,977) Net loss $ (888,802) — $ 11,725 $ (877,077) Other comprehensive loss: Comprehensive loss $ (890,120) $ — $ 11,725 $ (878,395) Per share data: Loss per share attributable to common stockholders: Basic $ (3.05) $ — $ 0.04 $ (3.01) Diluted $ (3.05) $ — $ 0.04 $ (3.01) Three Months Ended March 31, 2023 (Unaudited) (Amounts in thousands, except per share amounts) As Previously Reported Reclassifications Corrections As Reclassified and Corrected Revenues: Mortgage platform revenue, net $ 15,964 $ (675) $ — $ 15,289 Total net revenues 20,958 (675) — 20,283 Expenses: Mortgage platform expenses 30,931 (675) (309) 29,947 Other platform expenses 4,777 — (84) 4,693 General and administrative expenses 30,189 — (1,357) 28,832 Marketing and advertising expenses 8,631 — (7) 8,624 Technology and product development expenses 24,118 — (512) 23,606 Total expenses 107,886 (675) (2,269) 104,942 Loss from operations (86,928) — 2,269 (84,659) Loss before income tax (benefit) expense (88,471) — 2,269 (86,202) Net loss (89,895) — 2,269 (87,626) Other comprehensive loss: Comprehensive loss $ (90,087) $ — $ 2,269 $ (87,818) Per share data: Loss per share attributable to common stockholders: Basic $ (0.30) $ — $ 0.01 $ (0.29) Diluted $ (0.30) $ — $ 0.01 $ (0.29) Six Months Ended June 30, 2023 (Unaudited) (Amounts in thousands, except per share amounts) As Previously Reported Reclassifications Corrections As Reclassified and Corrected Revenues: Mortgage platform revenue, net $ 40,720 $ (888) $ 39,832 Total net revenues 51,120 (888) — 50,232 Expenses: Mortgage platform expenses 51,643 (888) (599) 50,156 Other platform expenses 8,626 — (161) 8,465 General and administrative expenses 54,203 — (1,720) 52,483 Marketing and advertising expenses 11,994 — (13) 11,981 Technology and product development expenses 45,907 — (993) 44,914 Restructuring and impairment expenses 11,119 — (290) 10,829 Total expenses 183,890 (888) (3,776) 179,226 Loss from operations (132,770) — 3,776 (128,994) Loss before income tax expense (133,528) — 3,776 (129,752) Net loss (135,408) — 3,776 (131,632) Other comprehensive loss: Comprehensive loss $ (135,717) $ — $ 3,776 $ (131,941) Per share data: Loss per share attributable to common stockholders: Basic $ (0.45) $ — $ 0.01 $ (0.44) Diluted $ (0.45) $ — $ 0.01 $ (0.44) Three Months Ended September 30, 2023 (Unaudited) (Amounts in thousands, and per share amounts) As Previously Reported Reclassifications Corrections As Reclassified and Corrected Revenues: Mortgage platform revenue, net $ 14,207 $ (253) $ (510) $ 13,444 Other platform revenue 1,333 — 609 1,942 Total net revenues 16,449 (253) 99 16,295 Expenses: Mortgage platform expenses 19,166 (253) 2,038 20,951 Other platform expenses 3,161 — 477 3,638 General and administrative expenses 59,189 — 9,557 68,746 Marketing and advertising expenses 5,128 — 34 5,162 Technology and product development expenses 20,732 — 2,043 22,775 Total expenses 108,055 (253) 14,149 121,951 Loss from operations (91,606) — (14,050) (105,656) Interest and other income (expense), net Other income (expense) 977 — 195 1,172 Total interest and other expense, net (247,768) — 195 (247,573) Loss before income tax expense (339,374) — (13,856) (353,229) Net loss (340,033) — (13,856) (353,889) Other comprehensive loss: Comprehensive loss $ (340,731) $ — $ (13,856) $ (354,587) Per share data: Loss per share attributable to common stockholders: Basic $ (0.68) $ — $ (0.03) $ (0.71) Diluted $ (0.68) $ — $ (0.03) $ (0.71) Nine Months Ended September 30, 2023 (Unaudited) (Amounts in thousands, except per share amounts) As Previously Reported Reclassifications Corrections As Reclassified and Corrected Revenues: Mortgage platform revenue, net $ 54,927 $ (1,140) $ (510) $ 53,277 Other platform revenue 9,355 — 609 9,964 Total net revenues 67,569 (1,140) 99 66,528 Expenses: Mortgage platform expenses 70,809 (1,140) 1,440 71,109 Other platform expenses 11,787 — 316 12,103 General and administrative expenses 113,392 — 7,837 121,229 Marketing and advertising expenses 17,122 — 22 17,144 Technology and product development expenses 66,639 — 1,050 67,689 Restructuring and impairment expenses 11,798 — (290) 11,508 Total expenses 291,945 (1,140) 10,375 301,180 Loss from operations (224,376) — (10,276) (234,652) Interest and other income (expense), net Other income (expense) 5,187 — 195 5,382 Total interest and other expense, net (248,526) — 195 (248,331) Loss before income tax expense (472,902) — (10,080) (482,982) Net loss (475,441) — (10,080) (485,521) Other comprehensive loss: Comprehensive loss $ (476,448) $ — $ (10,080) $ (486,528) Per share data: Loss per share attributable to common stockholders: Basic $ (1.30) $ — $ (0.02) $ (1.32) Diluted $ (1.30) $ — $ (0.02) $ (1.32) The corrections to the outstanding common stock shares and total stockholders’ equity (deficit) on the Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the year ended December 31, 2022, as well as the three months ended March 31, the six months ended June 30, and the three and nine months ended September 30, 2023 were as follows (tables may not foot as they are condensed to only present those line items which have been impacted): Year Ended December 31, 2022 Total Stockholders' Equity (Deficit) (Amounts in thousands) As Previously Reported Corrections As Corrected Balance— December 31, 2021 $ 240,160 $ 2,411 $ 242,571 Issuance of common stock from vesting RSUs 15,323 (779) 14,544 Stock-based compensation 42,608 (8,115) 34,493 Vesting of common stock issued via notes receivable from stockholders (15,267) 675 (14,592) Net loss (888,802) 11,725 (877,077) Balance—December 31, 2022 $ (610,100) $ 5,917 $ (604,183) Three Months Ended March 31, 2023 (Unaudited) Common Stock Shares Total Stockholders' Equity (Deficit) (Amounts in thousands, except share amounts) As Previously Reported Corrections As Corrected As Previously Reported Corrections As Corrected Balance— December 31, 2022 98,078,356 — 98,078,356 $ (610,100) $ 5,917 $ (604,183) Adjusted Balance as of December 31, 2022 299,783,421 — 299,783,421 (610,100) 5,917 (604,183) Issuance of common stock for options exercised 1,180,686 (1,047,041) 133,645 1,353 — 1,353 Cancellation of common stock (401,056) 74,755 (326,301) (8) — (8) Stock-based compensation — — — 7,193 (1,276) 5,917 Shares issued for vested restricted stock units — 1,048,752 1,048,752 — — Vesting of common stock issued via notes receivable from stockholders — — — (1,449) (761) (2,210) Net loss — — — (89,895) 2,269 (87,626) Balance— March 31, 2023 300,563,051 76,466 300,639,517 $ (693,098) $ 6,149 $ (686,949) Six Months Ended June 30, 2023 (Unaudited) Common Stock Shares Total Stockholders' Equity (Deficit) (Amounts in thousands, except share amounts) As Previously Reported Corrections As Corrected As Previously Reported Corrections As Corrected Balance— December 31, 2022 98,078,356 — 98,078,356 $ (610,100) $ 5,917 $ (604,183) Adjusted Balance as of December 31, 2022 299,783,421 — 299,783,421 (610,100) 5,917 (604,183) Issuance of common stock for options exercised 1,348,654 (1,172,855) 175,799 2,206 2,206 Cancellation of common stock (455,719) 2,390 (453,329) (8) (8) Stock-based compensation — — — 13,725 (2,903) 10,822 Shares issued for vested restricted stock units — 1,206,226 1,206,226 — — Vesting of common stock issued via notes receivable from stockholders — — — (2,354) (847) (3,201) Net loss — — — (135,408) 3,776 (131,632) Balance— June 30, 2023 300,676,356 35,761 300,712,117 $ (732,249) $ 5,943 $ (726,306) Three Months Ended September 30, 2023 (Unaudited) Common Stock Shares Total Stockholders' Equity (Deficit) (Amounts in thousands, except share amounts) As Previously Reported Corrections As Corrected As Previously Reported Corrections As Corrected Balance— June 30, 2023 98,370,492 11,687 98,382,179 $ (732,249) $ 5,943 $ (726,306) Recapitalization of shares due to Business Combination (Note 3) 202,305,863 24,075 202,329,938 — — — Adjusted Balance as of June 30, 2023 300,676,355 35,762 300,712,117 (732,249) 5,943 (726,306) Issuance of common stock upon Business Combination close 10,698,910 (694,389) 10,004,521 37,967 — 37,967 Transaction costs related to the Business Combination — (21,437) 3,259 (18,178) Issuance of common stock for options exercised 106,744 1,627,536 1,734,280 2,253 — 2,253 Cancellation of common stock (2,865,535) 60,059 (2,805,476) — — — Stock-based compensation — — — 27,547 14,578 42,125 Shares issued for vested restricted stock units — 12,352,321 12,352,321 — — — Vesting of common stock issued via notes receivable from stockholders — — — (1,041) (256) (1,297) Forgiveness of officer loans — — — 1,530 (542) 988 Net loss — — — (340,033) (13,856) (353,889) Balance—September 30, 2023 737,585,438 13,381,288 750,966,726 $ 157,232 $ 9,126 $ 166,358 Nine Months Ended September 30, 2023 (Unaudited) Common Stock Shares Total Stockholders' Equity (Deficit) (Amounts in thousands, except share and per share amounts) As Previously Reported Corrections As Corrected As Previously Reported Corrections As Corrected Balance— December 31, 2022 98,078,356 — 98,078,356 $ (610,100) $ 5,917 $ (604,183) Adjusted Balance as of December 31, 2022 299,783,421 — 299,783,421 (610,100) 5,917 (604,183) Issuance of common stock upon Business Combination close 10,698,910 (694,389) 10,004,521 37,967 — 37,967 Transaction costs related to the Business Combination — — — (21,437) 3,259 (18,178) Issuance of common stock for options exercised 1,460,854 273,426 1,734,280 4,459 — 4,459 Cancellation of common stock (3,326,710) 521,234 (2,805,476) (8) — (8) Stock-based compensation — — — 41,272 11,675 52,947 Shares issued for vested restricted stock units — 13,281,017 13,281,017 1 — 1 Vesting of common stock issued via notes receivable from stockholders — — (3,395) (1,103) (4,498) Forgiveness of officer loans — — — 1,530 (542) 988 Net loss — — — (475,441) (10,080) (485,521) Balance— September 30, 2023 737,585,438 13,381,288 750,966,726 $ 157,232 $ 9,126 $ 166,358 The corrections to the condensed consolidated statements of cash flow for the periods as indicated below were as follows (tables may not foot as they are condensed to only present those line items which have been impacted): Year Ended December 31, 2022 (Amounts in thousands) As Previously Reported Corrections As Corrected Cash Flows from Operating Activities: Net loss $ (888,802) $ 11,725 $ (877,077) Adjustments to reconcile net loss to net cash (used in)/provided by operating activities: Impairments 145,178 293 145,471 Amortization of internal use software and other intangible assets 35,368 381 35,749 Non-cash interest and amortization of debt issuance costs and discounts 273,048 (381) 272,667 Stock-based compensation 38,557 (8,015) 30,542 Change in right-of-use assets 8,791 1,963 10,754 Change in operating assets and liabilities: Operating lease obligations (13,608) (2,542) (16,150) Other receivables, net 37,878 (395) 37,483 Accounts payable and accrued expenses (40,557) (3,000) (43,557) Net cash provided by operating activities 938,222 29 938,251 Cash Flows from Investing Activities: Proceeds from sale of property and equipment 4,473 75 4,548 Net cash used in investing activities (34,657) 75 (34,582) Cash Flows from Financing Activities: Repurchase of common stock (7,169) (779) (7,948) Proceeds from exercise of stock options 59 675 734 Net cash used in financing activities (1,537,100) (104) (1,537,204) Effects of currency translation on cash, cash equivalents, and restricted cash 725 1 726 Three Months Ended March 31, 2023 (Unaudited) (Amounts in thousands) As Previously Reported Corrections As Corrected Cash Flows from Operating Activities: Net loss $ (89,895) $ 2,269 $ (87,626) Adjustments to reconcile net loss to net cash (used in)/provided by operating activities: Stock-based compensation 6,504 (2,096) 4,408 Change in operating assets and liabilities: Prepaid expenses and other assets (4,698) 879 (3,819) Accounts payable and accrued expenses 19,261 (1,052) 18,209 Net cash used in operating activities (162,769) — (162,769) Six Months Ended June 30, 2023 (Unaudited) (Amounts in thousands) As Previously Reported Corrections As Corrected Cash Flows from Operating Activities: Net loss $ (135,408) $ 3,776 $ (131,632) Adjustments to reconcile net loss to net cash (used in)/provided by operating activities: Stock-based compensation 12,354 (3,892) 8,462 Change in operating lease of right-of-use assets 4,013 (2,241) 1,772 Change in operating assets and liabilities: Operating lease obligations (8,675) 2,525 (6,150) Prepaid expenses and other assets 3,898 880 4,778 Accounts payable and accrued expenses 18,667 (1,048) 17,619 Net cash used in operating activities (142,702) — (142,702) Nine Months Ended September 30, 2023 (Unaudited) (Amounts in thousands) As Previously Reported Corrections As Corrected Cash Flows from Operating Activities: Net loss $ (475,441) $ (10,080) $ (485,521) Adjustments to reconcile net loss to net cash (used in)/provided by operating activities: Stock-based compensation 37,398 10,481 47,879 Change in operating lease of right-of-use assets 5,446 (2,241) 3,205 Change in operating assets and liabilities: Operating lease obligations (11,247) 2,525 (8,722) Other receivables, net 6,043 (476) 5,567 Prepaid expenses and other assets 15,035 (879) 14,156 Accounts payable and accrued expenses 4,648 (2,589) 2,059 Net cash used in operating activities (76,167) (3,259) (79,426) Cash Flows from Financing Activities: Payment of equity financing costs (16,634) 3,259 (13,375) Net cash provided by financing activities 327,671 3,259 330,930 The reclassifications had no impact on net cash flows from operating activities, cash flows from investing activities, or cash flows from financing activities or the condensed consolidated statements of changes in convertible preferred stock and stockholders’ equity (deficit) for the year ended December 31, 2022 and each of the respective interim periods ended March 31, June 30 and September 30, 2023. |