Item 5. Other Information
Item 5. Other Information.
The following tables showing the correction of prior period amounts should be read in conjunction with Note 1 to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q. This correction affected our consolidated balance sheet, consolidated statement of operations, consolidated statement of changes in temporary equity and shareholders’ equity (deficit) and consolidated statement of cash flows for year ended December 31, 2020.
The Company determined, based on consideration of quantitative and qualitative factors, that the error had an immaterial impact, individually and in aggregate. As such, the Company corrected its accounting for Sponsor Warrants in its Quarterly Report on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021.
The following table provides the impact of the correction on the Company's consolidated balance sheet as of December 31, 2020 (in thousands):
As of December 31, 2020
Previously Stated Adjustments As Corrected
Warrant liabilities $ — 47,349 $ 47,349
Total liabilities $ 575,575 47,349 $ 622,924
Additional paid-in capital $ 2,677,155 (81,143) $ 2,596,012
Accumulated deficit (1,077,243) 33,794 (1,043,449)
Total shareholders' equity $ 1,600,007 (47,349) $ 1,552,658
The following table provides the impact of the correction on the Company's consolidated statement of operations for the year ended December 31, 2020 (in thousands):
Year Ended December 31, 2020
Previously Stated Adjustments As Corrected
DERIVATIVE AND WARRANT FAIR VALUE ADJUSTMENT $ (25,941) 33,794 $ 7,853
LOSS BEFORE INCOME TAXES $ (286,697) 33,794 $ (252,903)
NET LOSS $ (286,760) 33,794 $ (252,966)
Net loss per share attributable to common shareholders:
Basic $ (2.62) $ 0.31 $ (2.31)
Diluted $ (2.62) $ 0.31 $ (2.31)
Other than changes made to reflect the impact of the recognition of the fair value of the Sponsor Warrants liability at the Closing Date to additional paid-in capital and the subsequent remeasurement of the fair value of the warrant liability at
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December 31, 2020 to accumulated deficit, there have been no changes to the Company's consolidated statement of temporary equity and shareholders’ equity (deficit) (in thousands).
Year Ended December 31, 2020
Previously Stated Adjustments As Corrected
Additional paid-in capital $ 2,677,155 (81,143) $ 2,596,012
Accumulated deficit $ (1,077,243) 33,794 $ (1,043,449)
Total shareholders' equity $ 1,600,007 (47,349) $ 1,552,658
The following table provides the impact of the correction on the Company's consolidated statement of cash flows for the year ended December 31, 2020 (in thousands):
Year Ended December 31, 2020
Previously Stated Adjustments As Corrected
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (286,760) 33,794 $ (252,966)
Adjustments to reconcile net loss to cash, cash equivalents, and restricted cash provided by (used in) operating activities:
Warrant fair value adjustment $ 2,622 (33,794) $ (31,172)
DISCLOSURES OF NONCASH FINANCING ACTIVITIES:
Recognition of warrant liability $ — 81,143 $ 81,143
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Item 6. Exhibits.
The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q.
Exhibit
No.
Description Form File No. Exhibit Filing Date Filed Herewith
2.1 Agreement and Plan of Merger, dated as of September 15, 2020, by and among Social Capital Hedosophia Corp. II, Hestia Merger Sub Inc. and Opendoor Labs Inc.
8-K 001-39253 2.1 09/17/2020
3.1 Certificate of Incorporation of Opendoor Technologies Inc.
8-K 001-39253 3.1 12/18/2020
3.2 Bylaws of Opendoor Technologies Inc.
S-1/A 333-251529 3.3 01/15/2021
4.1 Specimen Common Stock Certificate of Opendoor Technologies Inc.
S-4/A 333-249302 4.5 11/06/2020
4.2 Warrant Agreement, dated April 27, 2020, between Social Capital Hedosophia Holdings Corp. II. and Continental Stock Transfer & Trust Company, as warrant agent
8-K 001-39253 4.1 04/30/2020
4.3 Amendment to Warrant Agreement, dated March 22, 2021, between Opendoor Technologies Inc. and American Stock Transfer & Trust Company, LLC, as warrant agent
10-Q 001-39253 4.3 05/12/2021
10.1 # Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Canada) Under 2020 Incentive Award Plan
*
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*
32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document. *
101.SCH Inline XBRL Taxonomy Extension Schema Document. *
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. *
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. *
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. *
104 Cover Page Interactive Data File (as formatted as Inline XBRL and contained in Exhibit 101) *
________________
* Filed herewith.
** Furnished herewith.
# Indicates management contract or compensatory plan.
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OPENDOOR TECHNOLOGIES INC.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
OPENDOOR TECHNOLOGIES INC.
Date: August 11, 2021 By: /s/ Eric Wu
Name: Eric Wu
Title: Chief Executive Officer
Date: August 11, 2021 By: /s/ Carrie Wheeler
Name: Carrie Wheeler
Title: Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.