Summary of Significant Accounting Policies |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation—The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position and its results of operations, changes in stockholders’ equity and cash flows. The results of operations and other information for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2026. The unaudited condensed consolidated financial statements presented herein should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2025. Consolidation—The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates—The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the fair value of mortgage loans held for sale, the fair value of derivative assets and liabilities, which includes interest rate lock commitments and forward sale commitments, the determination of a valuation allowance on the Company’s deferred tax assets, capitalization of internally developed software and its associated useful life, the fair value of acquired intangible assets and goodwill, the provision for loan repurchase reserves, the allowance for credit losses, and the fair value of warrant and equity related liabilities. Short-term investments—Short term investments consist of fixed income securities, typically U.S. and U.K. government treasury securities and U.S. and U.K. government agency securities with maturities ranging from 91 days to one year. Management determines the appropriate classification of short-term investments at the time of purchase. Short-term investments reported as held-to-maturity are those investments that the Company has both the positive intent and ability to hold to maturity and are stated at amortized cost on the condensed consolidated balance sheets. All of the Company’s short term investments are classified as held to maturity. The Company has not recognized any impairments on these investments to date and any unrealized gains or losses on these investments are immaterial. The U.S. and U.K. government treasury securities and U.S. and U.K. government agency securities are issued by U.S. and U.K. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the respective governments as to timely repayment of principal and interest, are highly rated by major rating agencies, and have a long history of no credit losses. Therefore, credit losses for these securities were immaterial as the Company does not currently expect any material credit losses on these short-term investments. As of March 31, 2026 and December 31, 2025, short-term investments have been classified within assets of discontinued operations on the condensed consolidated balance sheets as they relate to the Birmingham Bank disposal group. See Note 8 for additional information. Mortgage Loans Held for Sale, at Fair Value—The Company originates mortgage loans, including home equity line of credit and closed-end second lien loans (“HELOCs”), for sale into the secondary market. The Company has elected the fair value option under ASC 825 for all mortgage loans held for sale (“LHFS”), with changes in fair value recorded within gain on loans, net in the condensed consolidated statements of operations and comprehensive loss. The fair value of LHFS is generally based on observable market prices and investor commitments for loans with similar characteristics. Changes in fair value are primarily driven by changes in market interest rates, loan pricing, and sale execution assumptions. The Company generally sells loans servicing released shortly after origination. Gains and losses on loan sales are recognized upon transfer of control of the loans to the purchaser in accordance with ASC 860. The Company may retain interim servicing responsibilities through third-party sub-servicers for certain loans prior to transfer. Loan Repurchase Reserve—In connection with the sale of mortgage loans into the secondary market, the Company makes customary representations and warranties regarding the characteristics of the loans sold, including compliance with underwriting standards and applicable laws and regulations. In the event of a breach of these representations and warranties, the Company may be required to repurchase affected loans or indemnify investors for incurred losses. The Company maintains a loan repurchase reserve for estimated losses associated with these obligations. The reserve is based on historical repurchase and loss experience, current defect trends, the expected severity of losses, and management’s estimate of future repurchase activity. Provisions for changes in the reserve are recorded within gain on loans, net in the condensed consolidated statements of operations and comprehensive loss, while the reserve liability is included within other liabilities on the condensed consolidated balance sheets. The Company also may be required to refund a portion of premiums received from loan purchasers in the event of early loan payoffs, which is included in the estimate of the loan repurchase reserve, when applicable. See Note 13 for further analysis. Loans Held for Investment—The Company originates, primarily through its U.K. operations, loans held for investment, for which management has the intent and ability to cause the Company to hold for the foreseeable future or until maturity or payoff and are reported at amortized cost, which is the principal amount outstanding, net of cumulative charge-offs, unamortized net deferred loan origination fees and costs and unamortized premiums or discounts on purchased loans. The allowance for credit losses is a valuation account that is deducted from the loans held for investment amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged-off against the allowance when management believes the loan balance is deemed to be uncollectible. Management estimates the expected credit losses over the life of the loan. Management’s estimation utilizes a probability of default /loss given default (“PD/LGD”) methodology. Under this approach, expected credit losses are calculated as the product of probability of default, loss given default, and exposure at default for each loan. Management estimates expected credit losses on a collective basis for loans that share similar risk characteristics, which primarily consist of property buy-to-let loans originated through its U.K. banking operations. See Note 6 for additional details. As of March 31, 2026 and December 31, 2025, loans held for investment have been classified within assets of discontinued operations on the condensed consolidated balance sheets as they relate to the Birmingham Bank disposal group. Accordingly, these balances are no longer presented separately on the face of the balance sheet. See Note 3 for additional information. Derivatives and Hedging Activities—The Company uses derivative instruments to manage interest rate risk associated with mortgage loan commitments, mortgage loans held for sale, and loans held for investment. Derivative instruments primarily include interest rate lock commitments (“IRLCs”), forward sale commitments, and interest rate swaps, , and warrant liabilities. Warrant liabilities include Public Warrants, Private Warrants, Sponsor Locked-up Shares, and other liability-classified warrants, which are recorded at fair value with changes in fair value recognized in earnings.. The Company presents certain derivative assets and liabilities on a net basis on the condensed consolidated balance sheets when a legally enforceable master netting arrangement exists and the criteria for offsetting are met. Certain counterparty agreements related to forward sale commitments and interest rate swaps contain master netting agreements that provide the Company with the legal right to offset amounts due to and from the same counterparty under certain conditions. Certain derivative instruments are subject to margining arrangements pursuant to counterparty agreements, whereby collateral may be required to be posted or received based on changes in the fair value of the underlying derivative instruments. As of March 31, 2026 and December 31, 2025, the Company did not have material collateral posted or received related to derivative instruments. IRLCs represent commitments to originate mortgage loans at specified interest rates to borrowers who have applied for a loan and meet certain credit and underwriting criteria. The Company enters into forward sale commitments to sell mortgage loans held for sale or loans in the pipeline. IRLCs and forward sale commitments are not designated as hedging instruments for accounting purposes and are recognized as derivative assets or liabilities at fair value on the condensed consolidated balance sheets, with changes in fair value recorded in gain on loans, net within the condensed consolidated statements of operations and comprehensive loss. The fair value of IRLCs is based on the value of the underlying mortgage loan, quoted MBS prices, estimated mortgage servicing rights values, and estimated loan funding probabilities (“pull-through rates”). The Company also utilizes pay-fixed, receive-floating interest rate swaps designated as fair value hedges to manage exposure to changes in the fair value of loans held for investment attributable to changes in interest rates. Changes in the fair value of the derivative instruments and the hedged items attributable to the hedged risk are recognized in earnings. The Company assesses hedge effectiveness on a quarterly basis. The Company does not utilize any other derivative instruments to manage risk. Fair Value Measurements—Assets and liabilities measured at fair value on a recurring basis are categorized within a three-level hierarchy based on the observability of inputs used in the valuation techniques: Level 1—Unadjusted quoted market prices in active markets for identical assets or liabilities; Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value on a recurring basis primarily include mortgage loans held for sale, derivative assets and liabilities, including interest rate lock commitments (“IRLCs”), forward sale commitments, interest rate swaps, and warrant and equity related liabilities. The Company determines fair value using quoted market prices where available and otherwise utilizes valuation models incorporating observable market inputs, including market interest rates, loan pricing assumptions, and secondary market investor pricing. Certain instruments, including IRLCs, require the use of unobservable inputs, primarily estimated pull-through rates, and are therefore classified within Level 3 of the fair value hierarchy. See Note 15 for additional information regarding fair value measurements. Assets and Liabilities Held for Sale and Discontinued Operations—Assets and liabilities to be disposed of by sale are reclassified into assets held for sale and liabilities held for sale on the condensed consolidated balance sheets. The Company presents the assets and liabilities of a disposal group as held for sale upon meeting all of the following criteria: •Management, having the authority to approve the action, commits to a plan to sell the asset (disposal group). •The asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (disposal groups). •An active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been initiated. •The sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale, within one year. •The asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value. •Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The determination as to whether the sale of the disposal group is probable may include significant judgments from management related to the estimated timing of the closing of a future sales transaction. Assets held for sale are measured at the lower of their carrying amount or fair value less cost to sell and are not depreciated or amortized. Disposal groups that represent a strategic shift and have a major effect on the Company’s operations and financial results are reported as discontinued operations. See Note 3 for further detail on assets and liabilities held for sale and discontinued operations. Warehouse Lines of Credit—Warehouse lines of credit represent the outstanding balance of the Company’s warehouse borrowings collateralized by mortgage loans held for sale or related borrowings collateralized by restricted cash. Generally, warehouse lines of credit are used as interim, short-term financing which bears interest at a fixed margin over an index rate, such as the Secured Overnight Financing Rate (“SOFR”). The outstanding balance of the Company’s warehouse lines of credit will fluctuate based on its lending volume. The advances received under the warehouse lines of credit are based upon a percentage of the fair value or par value of the mortgage loans collateralizing the advance, depending upon the type of mortgage loan. Should the fair value of the pledged mortgage loans decline, the warehouse provider may require the Company to provide additional cash collateral or mortgage loans to maintain the required collateral level under the relevant warehouse line. The Company did not incur any significant issuance costs related to its warehouse lines of credit. Senior Notes—Upon initial issuance, the Senior Notes are evaluated for redemption and conversion features that could result in embedded derivatives that require bifurcation from the notes. Upon initial issuance, any embedded derivatives are measured at fair value. The notes proceeds are allocated between the carrying value of the note and the fair value of embedded derivatives on the initial issuance date. Any portion of proceeds allocated to embedded derivatives are treated as reductions in, or discounts to, the carrying value of the Senior Notes on the issuance date. Embedded derivatives are adjusted to fair value at each reporting period, with the change in fair value included within interest expense on the condensed consolidated statements of operations and comprehensive loss. See Note 10 for further details on the Senior Notes. Debt Modifications and Extinguishments—When the Company modifies or extinguishes debt, it first evaluates whether the modification qualifies as a troubled debt restructuring (“TDR”) and evaluates whether (1) the borrower is experiencing financial difficulty, and (2) the lender grants the borrower a concession. Concessions may include modifications to the terms of the debt, such as reducing the interest rate, extending the repayment period, or forgiving a portion of the debt. If a TDR is determined not to have occurred, the Company evaluates whether the modification is considered a substantial modification. A substantial modification of terms is accounted for like an extinguishment. Income Taxes—Income taxes are calculated by applying an estimated annual effective tax rate to year-to-date income (loss). At the end of each interim period, the estimated effective tax rate expected to be applicable for the full year is calculated. This method differs from that described in the Company’s income taxes policy footnote in the audited consolidated financial statements and related notes thereto for the year ended December 31, 2025, which describes the Company’s annual significant income tax accounting policy and related methodology. Segments—The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment. Accordingly, the CODM evaluates performance and allocates resources based on consolidated net income (loss) from operations as presented in the consolidated statements of operations and comprehensive loss. The CODM uses consolidated net income (loss) to assess overall operating performance, evaluate budget-to-actual results, monitor profitability trends, and determine resource allocation priorities, including investments in personnel, technology, marketing, and strategic initiatives. The CODM also reviews functional expense information to manage the Company’s operations. Other items included in net income (loss) are net interest income, depreciation and amortization, and income tax expense (benefit), which are reflected in the consolidated statements of operations and comprehensive loss. The Company operates as a single operating and reportable segment; as such, all assets and operating expenses presented in the accompanying condensed consolidated financial statements are attributable solely to that segment and represent the entirety of the Company’s assets and operating expenses. Recently Issued Accounting Standards Not Yet Adopted In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). This ASU incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification (“Codification”). The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the Securities and Exchange Commission’s (the “SEC”) existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. ASU 2023-06 will become effective for each amendment on the effective date of the SEC's corresponding disclosure rule changes. As of March 31, 2026, the Company does not expect ASU 2023-06 will have any impact on the consolidated financial statements. In November 2024, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, and in January 2025, ASU 2025-01, Income Statement - Comprehensive Income - Expense Disaggregation Disclosures (subtopic 220-40), which requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The ASUs are effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06). The ASU replaces the existing stage-based model for capitalizing internal-use software development costs with a principles-based model that begins capitalization when management authorizes and commits to fund a project and it is probable the project will be completed and the software placed into service. The guidance also incorporates website development costs into the internal-use software framework and requires enhanced disclosures related to capitalized costs and amortization. ASU 2025-06 is effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures. In November 2025, the FASB issued ASU 2025-08, Financial Instruments — Credit Losses (Topic 326): Purchased Loans. The ASU expands the use of the gross up method to certain acquired loans beyond purchased financial assets with credit deterioration. The ASU applies the gross-up method to acquired non-PCD assets that are purchased seasoned loans ultimately eliminating the Day 1 credit loss expense and reducing interest income recognized in subsequent periods. ASU 2025-08 is effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures. In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements ("ASU 2025-11"). This ASU improves the navigability of interim disclosure requirements, provides additional guidance on the disclosures required in interim reporting periods, and introduces a principle requiring entities to disclose events occurring since the end of the most recent annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures. In December 2025, the FASB issued ASU 2025-12, Codification Improvements ("ASU 2025-12"). ASU 2025-12 addresses suggestions received from stakeholders regarding the ASC and makes other incremental improvements to U.S. GAAP. The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply. ASU 2025-12 is effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. The Company is in the process of assessing the impact the adoption of this guidance will have on the Company’s financial statement disclosures.
|