false 0001825024 0001825024 2024-02-26 2024-02-26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2024

 

 

Offerpad Solutions Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-39641   85-2800538
(State or Other Jurisdiction
of Incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification No.)

 

2150 E. Germann Road    
Suite 1    
Chandler, Arizona     85286
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code: (844) 388-4539

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Class A common stock, $0.0001 par value per share   OPAD   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On February 26, 2024, Offerpad Solutions Inc. issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2023 and a Shareholder Letter. A copy of the press release and the Shareholder Letter are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.

The information in this Item 2.02, including the information contained in Exhibit 99.1 and Exhibit 99.2 of this Current Report on Form 8-K, is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

  

Exhibit Description

99.1    Press Release of Offerpad Solutions Inc. dated February 26, 2024
99.2    Offerpad Solutions Inc. Shareholder Letter dated February 26, 2024
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

      Offerpad Solutions Inc.
Date: February 26, 2024     By:  

/s/ Benjamin A. Aronovitch

      Benjamin A. Aronovitch
      Chief Legal Officer and Secretary

Exhibit 99.1

 

LOGO

Offerpad Reports Fourth Quarter and Full Year 2023 Results

Q4 2023 revenue of $240.5 million up sequentially and in-line with guidance

Full year 2023 revenue of $1.3 billion

Reiterates expectation to achieve sustainable Adjusted EBITDA profitability in 2024

CHANDLER, Ariz.—(BUSINESS WIRE)— Offerpad Solutions Inc. (“Offerpad”) (NYSE: OPAD), a leading tech-enabled platform for residential real estate, today released financial results for the three months ended and full year December 31, 2023.

“We successfully navigated 2023 from a position of operational excellence,” said Brian Bair, chairman and CEO. “During the year, we acted decisively to streamline the business and reduce costs, setting us up to drive improved top line growth and profitability in 2024 and beyond. At the same time, our team remains focused on leveraging our foundational cash offering to grow Offerpad’s asset light services and diversify our revenue streams.”

“Looking at 2024, we will continue to prioritize our strategic imperatives, which include removing the friction from real estate, advancing our asset light product lines, and expanding our partner ecosystem. We’re proactively optimizing our capital allocation across our highest performing and most efficient markets. We are particularly enthusiastic about the opportunity to build upon our Agent Partnership Program and strengthen our position as a trusted solutions center for customers and partners across the real estate landscape.”

Highlights include:

 

   

Improved Net Loss and delivered sequential improvement in key metrics of Homes Sold, Revenue, and Adjusted EBITDA, in line with guidance

 

   

Time to Cash for homes sold in 4Q23 improved to 97 days, down from 142 days in 4Q22

 

   

Inventory owned 180+ days at year end improved to 4.4%, down from 35% in 2022

 

   

Increased asset-light revenue streams, presenting 43% of unit transactions in 2023, versus 24% in 2022

 

   

Increased closed renovation projects by 148% in 4Q23 sequentially

 

   

Expanded Offerpad’s Agent Partnership Program to more than 20% of overall requests in 4Q23


Q4 2023 Financial Results (quarter over quarter)

 

     Q4 2023      Q3 2023      Percentage
Change
 

Homes acquired

     678        930        (27 %) 

Homes sold

     712        703        1

Revenue

   $ 240.5M      $ 234.2M        3

Gross profit

   $ 16.7M      $ 24.0M        (30 %) 

Net loss

   ($ 15.4M    ($ 20.0M      23

Adjusted EBITDA

   ($ 7.0M    ($ 13.3M      47

Diluted Net Loss per Share

   ($ 0.57    ($ 0.73      22

Gross profit per home sold

   $ 23,400      $ 34,100        (31 %) 

Contribution profit (loss) after interest per home sold

   $ 10,200      $ 27,200        (63 %) 

Cash and cash equivalents

   $ 76.0M      $ 106.0M        (28 %) 

Q4 2023 Financial Results (year over year)

 

     Q4 2023      Q4 2022      Percentage
Change
 

Homes acquired

     678        539        26

Homes sold

     712        1,865        (62 %) 

Revenue

   $ 240.5M      $ 677.2M        (64 %) 

Gross profit

   $ 16.7M      ($ 44.9M      n.a.  

Net loss

   ($ 15.4M    ($ 121.1M      87

Adjusted EBITDA

   ($ 7.0M    ($ 103.7M      93

Diluted Net Loss per Share

   ($ 0.57    ($ 7.35      92

Gross profit (loss) per home sold

   $ 23,400      ($ 24,100      n.a.  

Contribution profit (loss) after interest per home sold

   $ 10,200      ($ 32,800      n.a.  

Cash and cash equivalents

   $ 76.0M      $ 97.2M        (22 %) 

2023 Financial Results (year over year)

 

     2023      2022      Percentage
Change
 

Homes acquired

     2,812        9,034        (69 %) 

Homes sold

     3,674        10,635        (65 %) 

Revenue

   $ 1.3B      $ 4.0B        (67 %) 

Gross profit

   $ 70.2M      $ 182.4M        (62 %) 

Net loss

   ($ 117.2M    ($ 148.6M      21

Adjusted EBITDA

   ($ 82.4M    ($ 103.8M      21

Diluted Net Loss per Share

   ($ 4.44    ($ 9.09      51

Gross profit per home sold

   $ 19,100      $ 17,200        11

Contribution profit (loss) after interest per home sold

   ($ 13,900    $ 9,300        n.a.  

Cash and cash equivalents

   $ 76.0M      $ 97.2M        (22 %) 


Additional information regarding Offerpad’s fourth quarter and full year 2023 financial results and management commentary can be found by accessing the Company’s Quarterly Letter to Shareholders on the Offerpad investor relations website.

First Quarter 2024 Outlook

Offerpad is providing its first quarter outlook for 2024 as follows:

 

     Q1 2024 Outlook  

Homes Sold

     750 – 850  

Revenue

     $245M – $285M   

Adjusted EBITDA1

     ($10M) – ($2.5M)  

 

1 

See Non-GAAP financial measures below for an explanation of why a reconciliation of this guidance cannot be provided.

Conference Call and Webcast Details

Brian Bair, Chairman and CEO, and James Grout, Interim Principal Financial Officer, will host a conference call and accompanying webcast on February 26, 2024, at 4:30 p.m. ET. The webcast can be accessed on Offerpad’s Investor Relations website. Those interested can register here. Access to a replay of the webcast will be available from the same website address shortly after the live webcast concludes.

About Offerpad

Offerpad’s mission is to deliver the best home buying and selling experience. From cash offers and flexible listing options to mortgages and buyer services, Offerpad has been helping homeowners since 2015. We pair our local expertise in residential real estate with proprietary technology to put you in control of the process and help find the right solution that fits your needs. Visit Offerpad.com for more information.

#OPAD_IR

Contacts

Investors

Investors@offerpad.com

Media

Press@offerpad.com


Forward-Looking Statements

Certain statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Offerpad’s future financial or operating performance. For example, statements regarding Offerpad’s financial outlook, including homes sold and Adjusted EBITDA, for the fourth quarter 2023, and expectations regarding profitability, including the timing of reaching sustainable positive Adjusted EBITDA, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “pro forma,” “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may impact such forward-looking statements include, but are not limited to, Offerpad’s ability to respond to general economic conditions; the health of the U.S. residential real estate industry; Offerpad’s ability to grow market share in its existing markets or any new markets it may enter; Offerpad’s ability to manage its growth and its costs structure effectively; Offerpad’s ability to accurately value and manage real estate inventory, maintain an adequate and desirable supply of real estate inventory, and manage renovations; Offerpad’s ability to successfully launch new product and service offerings, and to manage, develop and refine its technology platform; Offerpad’s ability to maintain and enhance its products and brand, and to attract customers; Offerpad’s ability to achieve and maintain profitability in the future; the success of strategic relationships with third parties; and Offerpad’s failure to meet the New York Stock Exchange’s continued listing standards. These and other important factors discussed under the caption “Risk Factors” in Offerpad’s Annual Report on Form 10-K for the year ended December 31, 2023 to be with the Securities and Exchange Commission on or about February 27, 2024, and Offerpad’s other reports filed with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Offerpad and its management, are inherently uncertain. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Offerpad undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.


OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Operations

 

     Three Months Ended
December 31,
    Year Ended
December 31,
 
(in thousands, except per share data) (Unaudited)    2023     2022     2023     2022  

Revenue

   $ 240,458     $ 677,214     $ 1,314,412     $ 3,952,314  

Cost of revenue

     223,766       722,074       1,244,231       3,769,892  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit (loss)

     16,692       (44,860     70,181       182,422  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

        

Sales, marketing and operating

     17,932       48,761       116,558       238,931  

General and administrative

     8,775       13,300       50,091       58,718  

Technology and development

     1,236       2,978       7,945       12,090  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     27,943       65,039       174,594       309,739  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (11,251     (109,899     (104,413     (127,317

Other income (expense):

        

Change in fair value of warrant liabilities

     (109     3,360       68       23,522  

Interest expense

     (5,154     (15,135     (18,859     (45,991

Other income, net

     1,065       861       6,149       1,532  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other expense

     (4,198     (10,914     (12,642     (20,937
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (15,449     (120,813     (117,055     (148,254

Income tax benefit (expense)

     8       (324     (163     (359
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (15,441   $ (121,137   $ (117,218   $ (148,613
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share, basic

   $ (0.57   $ (7.35   $ (4.44   $ (9.09
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share, diluted

   $ (0.57   $ (7.35   $ (4.44   $ (9.09
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding, basic

     27,292       16,492       26,385       16,343  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding, diluted

     27,292       16,492       26,385       16,343  
  

 

 

   

 

 

   

 

 

   

 

 

 


OFFERPAD SOLUTIONS INC.

Condensed Consolidated Balance Sheets

 

     As of December 31,  
(in thousands, except par value per share) (Unaudited)    2023     2022  
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 75,967     $ 97,241  

Restricted cash

     3,967       43,058  

Accounts receivable

     9,935       2,350  

Real estate inventory

     276,500       664,697  

Prepaid expenses and other current assets

     5,236       6,833  
  

 

 

   

 

 

 

Total current assets

     371,605       814,179  

Property and equipment, net

     4,517       5,194  

Other non-current assets

     3,572       5,696  
  

 

 

   

 

 

 
TOTAL ASSETS    $ 379,694     $ 825,069  
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Current liabilities:

    

Accounts payable

   $ 4,946     $ 4,647  

Accrued and other current liabilities

     13,859       28,252  

Secured credit facilities and other debt, net

     227,132       605,889  

Secured credit facilities and other debt - related party

     30,092       60,176  
  

 

 

   

 

 

 

Total current liabilities

     276,029       698,964  

Warrant liabilities

     471       539  

Other long-term liabilities

     1,418       3,689  
  

 

 

   

 

 

 
Total liabilities      277,918       703,192  
  

 

 

   

 

 

 

Commitments and contingencies

    

Stockholders’ equity:

    

Class A common stock, $0.0001 par value; 2,000,000 shares authorized; 27,233 and 15,491 shares issued and outstanding as of December 31, 2023 and 2022, respectively

     3       2  

Class B common stock, zero shares authorized, issued and outstanding as of December 31, 2023; and $0.0001 par value, 20,000 shares authorized; 988 shares issued and outstanding as of December 31, 2022

     —        —   

Additional paid in capital

     499,660       402,544  

Accumulated deficit

     (397,887     (280,669
  

 

 

   

 

 

 

Total stockholders’ equity

     101,776       121,877  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 379,694     $ 825,069  
  

 

 

   

 

 

 


OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Cash Flows

 

     Year Ended December 31,  
($ in thousands) (Unaudited)    2023     2022  

Cash flows from operating activities:

    

Net loss

   $ (117,218   $ (148,613

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Depreciation

     728       1,022  

Amortization of debt financing costs

     4,343       2,948  

Real estate inventory valuation adjustment

     8,937       93,810  

Stock-based compensation

     7,915       8,307  

Change in fair value of warrant liabilities

     (68     (23,522

Gain on sale of derivative instruments

     (2,124     —   

Loss on disposal of property and equipment

     76       —   

Changes in operating assets and liabilities:

    

Accounts receivable

     (7,585     3,815  

Real estate inventory

     379,260       374,064  

Prepaid expenses and other assets

     3,733       (275

Accounts payable

     299       (1,752

Accrued and other liabilities

     (16,664     (4,402
  

 

 

   

 

 

 

Net cash provided by operating activities

     261,632       305,402  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property and equipment

     (127     (1,070

Purchases of derivative instruments

     (2,569     —   

Proceeds from sale of derivative instruments

     4,681       —   
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     1,985       (1,070
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Borrowings from credit facilities and other debt

     875,559       3,178,033  

Repayments of credit facilities and other debt

     (1,286,795     (3,540,466

Payment of debt financing costs

     (1,948     (646

Borrowings from warehouse lending facility

     25,193       —   

Repayments of warehouse lending facility

     (25,193     —   

Proceeds from issuance of pre-funded warrants

     90,000       —   

Proceeds from exercise of pre-funded warrants

     11       —   

Issuance cost of pre-funded warrants

     (784     —   

Proceeds from exercise of stock options

     53       4,898  

Payments for taxes related to stock-based awards

     (78     (285
  

 

 

   

 

 

 

Net cash used in by financing activities

     (323,982     (358,466
  

 

 

   

 

 

 

Net change in cash, cash equivalents and restricted cash

     (60,365     (54,134

Cash, cash equivalents and restricted cash, beginning of period

     140,299       194,433  
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash, end of period

   $ 79,934     $ 140,299  
  

 

 

   

 

 

 

Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet:

    

Cash and cash equivalents

   $ 75,967     $ 97,241  

Restricted cash

     3,967       43,058  
  

 

 

   

 

 

 

Total cash, cash equivalents and restricted cash

   $ 79,934     $ 140,299  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Cash payments for interest

   $ 24,730     $ 59,732  


Non-GAAP Financial Measures

In addition to Offerpad’s results of operations above, Offerpad reports certain financial measures that are not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). These measures have limitations as analytical tools when assessing Offerpad’s operating performance and should not be considered in isolation or as a substitute for GAAP measures, including gross profit and net income.

Offerpad may calculate or present its non-GAAP financial measures differently than other companies who report measures with similar titles and, as a result, the non-GAAP financial measures Offerpad reports may not be comparable with those of companies in Offerpad’s industry or in other industries. Offerpad has not provided a quantitative reconciliation of forecasted Adjusted EBITDA to forecasted net income (loss) within this press release because Offerpad is unable to calculate certain reconciling items without making unreasonable efforts. These items, which include, but are not limited to, stock-based compensation with respect to future grants and forfeitures, could materially affect the computation of forward-looking net income (loss), are inherently uncertain and depend on various factors, some of which are outside of Offerpad’s control.

Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest (and related margins)

To provide investors with additional information regarding Offerpad’s margins, Offerpad has included Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest (and related margins), which are non-GAAP financial measures. Offerpad believes that Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest are useful financial measures for investors as they are used by management in evaluating unit level economics and operating performance across Offerpad’s markets. Each of these measures is intended to present the economics related to homes sold during a given period. Offerpad does so by including revenue generated from homes sold (and ancillary services) in the period and only the expenses that are directly attributable to such home sales, even if such expenses were recognized in prior periods, and excluding expenses related to homes that remain in real estate inventory as of the end of the period presented. Contribution Profit provides investors a measure to assess Offerpad’s ability to generate returns on homes sold during a reporting period after considering home acquisition costs, renovation and repair costs, and adjusting for holding costs and selling costs. Contribution Profit After Interest further impacts gross profit by including interest costs (including senior and mezzanine secured credit facilities) attributable to homes sold during a reporting period. Offerpad believes these measures facilitate meaningful period over period comparisons and illustrate Offerpad’s ability to generate returns on assets sold after considering the costs directly related to the assets sold in a presented period.

Adjusted Gross Profit, Contribution Profit and Contribution Profit After Interest (and related margins) are supplemental measures of Offerpad’s operating performance and have limitations as analytical tools. For example, these measures include costs that were recorded in prior periods under GAAP and exclude, in connection with homes held in real estate inventory at the end of the period, costs required to be recorded under GAAP in the same period.

Accordingly, these measures should not be considered in isolation or as a substitute for analysis of Offerpad’s results as reported under GAAP. Offerpad includes a reconciliation of these measures to the most directly comparable GAAP financial measure, which is gross profit.


Adjusted Gross Profit / Margin

Offerpad calculates Adjusted Gross Profit as gross profit under GAAP adjusted for (1) net real estate inventory valuation adjustment plus (2) interest expense associated with homes sold in the presented period and recorded in cost of revenue. Net real estate inventory valuation adjustment is calculated by adding back the real estate inventory valuation adjustment charges recorded during the period on homes that remain in real estate inventory at period end and subtracting the real estate inventory valuation adjustment charges recorded in prior periods on homes sold in the current period. Offerpad defines Adjusted Gross Margin as Adjusted Gross Profit as a percentage of revenue.

Offerpad views this metric as an important measure of business performance, as it captures gross margin performance isolated to homes sold in a given period and provides comparability across reporting periods. Adjusted Gross Profit helps management assess performance across the key phases of processing a home (acquisitions, renovations, and resale) for a specific resale cohort.

Contribution Profit / Margin

Offerpad calculates Contribution Profit as Adjusted Gross Profit, minus (1) direct selling costs incurred on homes sold during the presented period, minus (2) holding costs incurred in the current period on homes sold during the period recorded in sales, marketing, and operating, minus (3) holding costs incurred in prior periods on homes sold in the current period recorded in sales, marketing, and operating, plus (4) other income, net which is primarily comprised of interest income earned on our cash and cash equivalents and fair value adjustments of derivative financial instruments. The composition of Offerpad’s holding costs is described in the footnotes to the reconciliation table below. Offerpad defines Contribution Margin as Contribution Profit as a percentage of revenue.

Offerpad views this metric as an important measure of business performance as it captures the unit level performance isolated to homes sold in a given period and provides comparability across reporting periods. Contribution Profit helps management assess inflows and outflow directly associated with a specific resale cohort.

Contribution Profit / Margin After Interest

Offerpad defines Contribution Profit After Interest as Contribution Profit, minus (1) interest expense associated with homes sold in the presented period and recorded in cost of revenue, minus (2) interest expense associated with homes sold in the presented period, recorded in costs of sales, and previously excluded from Adjusted Gross Profit, and minus (3) interest expense under Offerpad’s senior and mezzanine secured credit facilities incurred on homes sold during the period. This includes interest expense recorded in prior periods in which the sale occurred. Offerpad’s senior and mezzanine secured credit facilities are secured by their homes in real estate inventory and drawdowns are made on a per-home basis at the time of purchase and are required to be repaid at the time the homes are sold. Offerpad defines Contribution Margin After Interest as Contribution Profit After Interest as a percentage of revenue.

Offerpad views this metric as an important measure of business performance. Contribution Profit After Interest helps management assess Contribution Margin performance, per above, when fully burdened with costs of financing.

The following tables present a reconciliation of Offerpad’s Adjusted Gross (Loss) Profit, Contribution (Loss) Profit and Contribution (Loss) Profit After Interest to Offerpad’s Gross (Loss) Profit, which is the most directly comparable GAAP measure, and Contribution (Loss) Profit Per Home Sold and Contribution (Loss) Profit After Interest Per Home Sold to Offerpad’s Gross (Loss) Profit Per Home Sold, which is the most directly comparable GAAP measure, for the periods indicated:


     Three Months Ended
December 31,
    Year Ended
December 31,
 
(in thousands, except percentages and homes sold, unaudited)    2023     2022     2023     2022  

Gross profit (loss) (GAAP)

   $ 16,692     $ (44,860   $ 70,181     $ 182,422  

Gross margin

     6.9     (6.6 %)      5.3     4.6

Homes sold

     712       1,865       3,674       10,635  

Gross profit (loss) per home sold

   $ 23.4     $ (24.1   $ 19.1     $ 17.2  

Adjustments:

        

Real estate inventory valuation adjustment - current period (1)

     565       44,075       837       58,413  

Real estate inventory valuation adjustment - prior period (2)

     (713     (25,469     (58,125     (1,205

Interest expense capitalized (3)

     964       3,081       7,234       12,660  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted gross profit (loss)

   $ 17,508     $ (23,173   $ 20,127     $ 252,290  

Adjusted gross margin

     7.3     (3.4 %)      1.5     6.4

Adjustments:

        

Direct selling costs (4)

     (5,829     (20,584     (35,225     (97,381

Holding costs on sales - current period (5)(6)

     (742     (1,251     (3,357     (8,342

Holding costs on sales - prior period (5)(7)

     (285     (1,209     (2,166     (918

Other income, net (8)

     1,065       861       6,149       1,532  
  

 

 

   

 

 

   

 

 

   

 

 

 

Contribution profit (loss)

   $ 11,717     $ (45,356   $ (14,472   $ 147,181  

Contribution margin

     4.9     (6.7 %)      (1.1 %)      3.7

Homes sold

     712       1,865       3,674       10,635  

Contribution profit (loss) per home sold

   $ 16.5     $ (24.3   $ (3.9   $ 13.8  

Adjustments:

        

Interest expense capitalized (3)

     (964     (3,081     (7,234     (12,660

Interest expense on homes sold - current period (9)

     (2,041     (5,858     (15,289     (32,022

Interest expense on homes sold - prior period (10)

     (1,466     (6,943     (13,924     (3,737
  

 

 

   

 

 

   

 

 

   

 

 

 

Contribution profit (loss) after interest

   $ 7,246     $ (61,238   $ (50,919   $ 98,762  

Contribution margin after interest

     3.0     (9.0 %)      (3.9 %)      2.5

Homes sold

     712       1,865       3,674       10,635  

Contribution profit (loss) after interest per home sold

   $ 10.2     $ (32.8   $ (13.9   $ 9.3  

 

(1)

Real estate inventory valuation adjustment – current period is the real estate inventory valuation adjustments recorded during the period presented associated with homes that remain in real estate inventory at period end.

(2)

Real estate inventory valuation adjustment – prior period is the real estate inventory valuation adjustments recorded in prior periods associated with homes that sold in the period presented.

(3)

Interest expense capitalized represents all interest related costs, including senior and mezzanine secured credit facilities, incurred on homes sold in the period presented that were capitalized and expensed in cost of sales at the time of sale.

(4)

Direct selling costs represents selling costs incurred related to homes sold in the period presented. This primarily includes broker commissions and title and escrow closing fees.

(5)

Holding costs primarily include insurance, utilities, homeowners association dues, property taxes, cleaning, and maintenance costs.

(6)

Represents holding costs incurred on homes sold in the period presented and expensed to Sales, marketing, and operating on the Condensed Consolidated Statements of Operations.

(7)

Represents holding costs incurred in prior periods on homes sold in the period presented and expensed to Sales, marketing, and operating on the Condensed Consolidated Statements of Operations.

(8)

Other income, net principally represents interest income earned on our cash and cash equivalents and fair value adjustments of derivative financial instruments.

(9)

Represents both senior and mezzanine interest expense incurred on homes sold in the period presented and expensed to interest expense on the Condensed Consolidated Statements of Operations.

(10)

Represents both senior and mezzanine secured credit facilities interest expense incurred in prior periods on homes sold in the period presented and expensed to interest expense on the Condensed Consolidated Statements of Operations.


Adjusted Net Income (Loss) and Adjusted EBITDA

Offerpad also presents Adjusted Net Income (Loss) and Adjusted EBITDA, which are non-GAAP financial measures, which the management team uses to assess Offerpad’s underlying financial performance. Offerpad believes these measures provide insight into period over period performance, adjusted for non-recurring or non-cash items.

Offerpad calculates Adjusted Net Income (Loss) as GAAP Net Income (Loss) adjusted for the change in fair value of warrant liabilities. Offerpad defines Adjusted Net Income (Loss) Margin as Adjusted Net Income (Loss) as a percentage of revenue.

Offerpad calculates Adjusted EBITDA as Adjusted Net Income (Loss) adjusted for interest expense, amortization of capitalized interest, taxes, depreciation and amortization and stock-based compensation expense. Offerpad defines Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue.

Adjusted Net Income (Loss) and Adjusted EBITDA are supplemental to Offerpad’s operating performance measures calculated in accordance with GAAP and have important limitations. For example, Adjusted Net Income (Loss) and Adjusted EBITDA exclude the impact of certain costs required to be recorded under GAAP and could differ substantially from similarly titled measures presented by other companies in Offerpad’s industry or companies in other industries. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of Offerpad’s results as reported under GAAP.

The following table presents a reconciliation of Offerpad’s Adjusted Net Income (Loss) and Adjusted EBITDA to their GAAP Net Income (Loss), which is the most directly comparable GAAP measure, for the periods indicated:

 

     Three Months Ended
December 31,
    Year Ended
December 31,
 
(in thousands, except percentages, unaudited)    2023     2022     2023     2022  

Net loss (GAAP)

   $ (15,441   $ (121,137   $ (117,218   $ (148,613

Change in fair value of warrant liabilities

     (109     (3,360     (68     (23,522
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net loss

   $ (15,332   $ (124,497   $ (117,286   $ (172,135

Adjusted net loss margin

     (6.4 )%      (18.4 )%      (8.9 )%      (4.4 )% 

Adjustments:

        

Interest expense

     5,154       15,135       18,859       45,991  

Amortization of capitalized interest (1)

     964       3,081       7,234       12,660  

Income tax expense (benefit)

     (8     324       163       359  

Depreciation and amortization

     172       258       728       1,022  

Amortization of stock-based compensation

     2,000       2,014       7,915       8,307  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ (7,050   $ (103,685   $ (82,387   $ (103,796

Adjusted EBITDA margin

     (2.9 )%      (15.3 )%      (6.3 )%      (2.6 )% 

 

(1)

Amortization of capitalized interest represents all interest related costs, including senior and mezzanine secured interest related costs, incurred on homes sold in the period presented that were capitalized and expensed in cost of sales at the time of sale.

Slide 1

DEAR SHAREHOLDERS, Reflecting on the past year, we view 2023 as a watershed period for our company, marked by strong execution across the organization. Against the backdrop of a challenging macro environment, we honed our focus, advanced our strategic priorities and established a new paradigm of financial and operational rigor.  We concluded the year with strong fourth quarter performance, delivering results in line with our expectations across our key metrics of Homes Sold, Revenue and Adjusted EBITDA. Additionally, Q4 reflected our third consecutive quarter of sequential increases in revenue and our fourth consecutive quarter of Net Loss and Adjusted EBITDA margin improvement. From an operational perspective, 2023 brought notable wins. We expanded our partnership and ecosystem networks, particularly within our Agent Partnership Program (APP); we continued to diversify our revenue streams, with higher margin, asset-light solutions comprising more than 35 percent of contribution margin after interest in the second half of 2023; and most importantly, we established a clear path to achieving sustained Adjusted EBITDA profitability in 2024. Looking ahead, our strategic roadmap is clear, underpinned by refined roles and responsibilities across key functions as the trusted solution center for customers and partners across the real estate landscape. In 2024, our teams will focus on scaling our asset-light businesses, including the expansion of our partnership programs, and evolving our marketing strategies to potentially maximize returns and capitalize on market opportunities. All of this is built upon our foundational product, our cash offer, which continues to enable our growth and expansion. To that end, our partner network is a key lever in our growth strategy. Our Agent Partnership Program in particular has been instrumental to fostering long-term relationships and driving revenue for both Offerpad and our partner agents. Recent enhancements, including tiered structures and exclusive benefits, are expected to expand our reach even further. Our extended services, from APP to Direct Plus, to Offerpad’s Renovate, accounted for 43 percent of unit transactions in 2023, driving higher margins and customer satisfaction.  We continue to build out our tech stack to enable end-to-end, real-time insights for our asset-light services, from data insights for our real estate agent partners to detailed renovation progress tracking for all stakeholders. As we continue to navigate dynamic market conditions, we are maintaining an unwavering focus on our three strategic imperatives: taking the friction out of real estate, advancing Offerpad’s asset-light businesses and expanding our partner ecosystem. In closing, I want to express gratitude to the Offerpad team, our partners and shareholders for their ongoing support. We move forward with confidence in our strategic vision, operational strength, and commitment to increasing shareholder value. Brian Bair | Chairman and CEO Exhibit 99.2


Slide 2

NET INCOME (LOSS), ADJ. NET INCOME (LOSS) & ADJ. EBITDA ($M) Net Income (Loss) Adj. Net Income (Loss) Adj. EBITDA See Appendix for a reconciliation to the most directly comparable GAAP measure and additional information. TOTAL REVENUE ($M) & HOMES ACQUIRED RETURNS PER HOME SOLD


Slide 3

See Appendix for a reconciliation to the most directly comparable GAAP measure and additional information. 1H’23 TOTAL CONTRIBUTION MARGIN AFTER INTEREST PER HOME SOLD Net Sale Proceeds Holding Costs Selling Costs Contribution Margin Contribution Margin After Interest Other Services Total Contribution Margin After Interest ($7k) ($5k) ($14k) ($25k) ($37k) $3k ($34k) $30k ($3k) ($10k) $17k $12k $7k $19k Net Sale Proceeds Holding Costs Selling Costs Contribution Margin Contribution Margin After Interest Other Services Total Contribution Margin After Interest 2H’23 TOTAL CONTRIBUTION MARGIN AFTER INTEREST PER HOME SOLD


Slide 4

FIRST QUARTER 2024 OUTLOOK HOMES SOLD 750 – 850 REVENUE $245M – $285M ADJUSTED EBITDA1 ($10)M – ($2.5)M 1 See Non-GAAP financial measures in Appendix for an explanation of why a reconciliation of this guidance cannot be provided.


Slide 5

APPENDIX Forward-Looking Statements Certain statements in this shareholder letter may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Offerpad’s future financial or operating performance. For example, statements regarding Offerpad’s financial outlook, expectations regarding profitability, and anticipated market conditions in the industry in which Offerpad operates are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may impact such forward-looking statements include, but are not limited to, Offerpad’s ability to respond to general economic conditions; the health of the U.S. residential real estate industry; Offerpad’s ability to grow market share in its existing markets or any new markets it may enter; Offerpad’s ability to manage its growth and its costs structure effectively; Offerpad’s ability to accurately value and manage real estate inventory, maintain an adequate and desirable supply of real estate inventory, and manage renovations; Offerpad’s ability to successfully launch new product and service offerings, and to manage, develop and refine its technology platform; Offerpad’s ability to maintain and enhance its products and brand, and to attract customers; Offerpad’s ability to achieve and maintain profitability in the future; the success of strategic relationships with third parties; and Offerpad’s failure to meet the New York Stock Exchange’s continued listing standards. These and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 to be filed with the Securities and Exchange Commission on or about February 27, 2024, and our other reports filed with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this shareholder letter. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Offerpad and its management, are inherently uncertain. Nothing in this shareholder letter should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Offerpad undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.


Slide 6

OFFERPAD SOLUTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS     Three Months Ended December 31,     Year Ended December 31,   (in thousands, except per share data) (Unaudited)   2023     2022     2023     2022   Revenue   $ 240,458     $ 677,214     $ 1,314,412     $ 3,952,314   Cost of revenue     223,766       722,074       1,244,231       3,769,892   Gross profit (loss)     16,692       (44,860 )     70,181       182,422   Operating expenses:                         Sales, marketing and operating     17,932       48,761       116,558       238,931   General and administrative     8,775       13,300       50,091       58,718   Technology and development     1,236       2,978       7,945       12,090   Total operating expenses     27,943       65,039       174,594       309,739   Loss from operations     (11,251 )     (109,899 )     (104,413 )     (127,317 ) Other income (expense):                         Change in fair value of warrant liabilities     (109 )     3,360       68       23,522   Interest expense     (5,154 )     (15,135 )     (18,859 )     (45,991 ) Other income, net     1,065       861       6,149       1,532   Total other expense     (4,198 )     (10,914 )     (12,642 )     (20,937 ) Loss before income taxes     (15,449 )     (120,813 )     (117,055 )     (148,254 ) Income tax benefit (expense)     8       (324 )     (163 )     (359 ) Net loss   $ (15,441 )   $ (121,137 )   $ (117,218 )   $ (148,613 ) Net loss per share, basic   $ (0.57 )   $ (7.35 )   $ (4.44 )   $ (9.09 ) Net loss per share, diluted   $ (0.57 )   $ (7.35 )   $ (4.44 )   $ (9.09 ) Weighted average common shares outstanding, basic     27,292       16,492       26,385       16,343   Weighted average common shares outstanding, diluted     27,292       16,492       26,385       16,343  


Slide 7

OFFERPAD SOLUTIONS INC. CONDENSED CONSOLIDATED BALANCE SHEETS     As of December 31,   (in thousands, except par value per share) (Unaudited)   2023     2022   ASSETS             Current assets:             Cash and cash equivalents   $ 75,967     $ 97,241   Restricted cash     3,967       43,058   Accounts receivable     9,935       2,350   Real estate inventory     276,500       664,697   Prepaid expenses and other current assets     5,236       6,833   Total current assets     371,605       814,179   Property and equipment, net     4,517       5,194   Other non-current assets     3,572       5,696   TOTAL ASSETS   $ 379,694     $ 825,069   LIABILITIES AND STOCKHOLDERS’ EQUITY             Current liabilities:             Accounts payable   $ 4,946     $ 4,647   Accrued and other current liabilities     13,859       28,252   Secured credit facilities and other debt, net     227,132       605,889   Secured credit facilities and other debt - related party     30,092       60,176   Total current liabilities     276,029       698,964   Warrant liabilities     471       539   Other long-term liabilities     1,418       3,689   Total liabilities     277,918       703,192   Commitments and contingencies             Stockholders’ equity:             Class A common stock, $0.0001 par value; 2,000,000 shares authorized; 27,233 and 15,491 shares issued and outstanding as of December 31, 2023 and 2022, respectively     3       2   Class B common stock, zero shares authorized, issued and outstanding as of December 31, 2023; and $0.0001 par value, 20,000 shares authorized; 988 shares issued and outstanding as of December 31, 2022     —       —   Additional paid in capital     499,660       402,544   Accumulated deficit     (397,887 )     (280,669 ) Total stockholders’ equity     101,776       121,877   TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 379,694     $ 825,069  


Slide 8

OFFERPAD SOLUTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     Year Ended December 31,   ($ in thousands) (Unaudited)   2023     2022   Cash flows from operating activities:             Net loss   $ (117,218 )   $ (148,613 ) Adjustments to reconcile net loss to net cash provided by operating activities:             Depreciation     728       1,022   Amortization of debt financing costs     4,343       2,948   Real estate inventory valuation adjustment     8,937       93,810   Stock-based compensation     7,915       8,307   Change in fair value of warrant liabilities     (68 )     (23,522 ) Gain on sale of derivative instruments     (2,124 )     —   Loss on disposal of property and equipment     76       —   Changes in operating assets and liabilities:             Accounts receivable     (7,585 )     3,815   Real estate inventory     379,260       374,064   Prepaid expenses and other assets     3,733       (275 ) Accounts payable     299       (1,752 ) Accrued and other liabilities     (16,664 )     (4,402 ) Net cash provided by operating activities     261,632       305,402   Cash flows from investing activities:             Purchases of property and equipment     (127 )     (1,070 ) Purchases of derivative instruments     (2,569 )     —   Proceeds from sale of derivative instruments     4,681       —   Net cash provided by (used in) investing activities     1,985       (1,070 ) Cash flows from financing activities:             Borrowings from credit facilities and other debt     875,559       3,178,033   Repayments of credit facilities and other debt     (1,286,795 )     (3,540,466 ) Payment of debt financing costs     (1,948 )     (646 ) Borrowings from warehouse lending facility     25,193       —   Repayments of warehouse lending facility     (25,193 )     —   Proceeds from issuance of pre-funded warrants     90,000       —   Proceeds from exercise of pre-funded warrants     11       —   Issuance cost of pre-funded warrants     (784 )     —   Proceeds from exercise of stock options     53       4,898   Payments for taxes related to stock-based awards     (78 )     (285 ) Net cash used in by financing activities     (323,982 )     (358,466 ) Net change in cash, cash equivalents and restricted cash     (60,365 )     (54,134 ) Cash, cash equivalents and restricted cash, beginning of period     140,299       194,433   Cash, cash equivalents and restricted cash, end of period   $ 79,934     $ 140,299   Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet:             Cash and cash equivalents   $ 75,967     $ 97,241   Restricted cash     3,967       43,058   Total cash, cash equivalents and restricted cash   $ 79,934     $ 140,299   Supplemental disclosure of cash flow information:             Cash payments for interest   $ 24,730     $ 59,732  


Slide 9

Non-GAAP Financial Measures In addition to our results of operations above, we report certain financial measures that are not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). These measures have limitations as analytical tools when assessing our operating performance and should not be considered in isolation or as a substitute for GAAP measures, including gross profit and net income. We may calculate or present our non-GAAP financial measures differently than other companies who report measures with similar titles and, as a result, the non-GAAP financial measures we report may not be comparable with those of companies in our industry or in other industries. We have not provided a quantitative reconciliation of forecasted Adjusted EBITDA to forecasted net income (loss) or Contribution Profit After Interest to Gross profit within this shareholder letter because we are unable to calculate certain reconciling items without making unreasonable efforts. With respect to Adjusted EBITDA, these items include, but are not limited to, stock-based compensation with respect to future grants and forfeitures, and with respect to Contribution Profit After Interest, these items include, but are not limited to, inventory valuation adjustments, inventory sales timing or product mix, which could materially affect the computation of forward-looking net income (loss) and Gross Profit, respectively, and are inherently uncertain and depend on various factors, some of which are outside of our control. Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest (and related margins) To provide investors with additional information regarding our margins, we have included Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest (and related margins), which are non-GAAP financial measures. We believe that Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest are useful financial measures for investors as they are used by management in evaluating unit level economics and operating performance across our markets. Each of these measures is intended to present the economics related to homes sold during a given period. We do so by including revenue generated from homes sold (and ancillary services) in the period and only the expenses that are directly attributable to such home sales, even if such expenses were recognized in prior periods, and excluding expenses related to homes that remain in real estate inventory as of the end of the period presented. Contribution Profit provides investors a measure to assess Offerpad’s ability to generate returns on homes sold during a reporting period after considering home acquisition costs, renovation and repair costs, and adjusting for holding costs and selling costs. Contribution Profit After Interest further impacts gross profit by including interest costs (including senior and mezzanine secured credit facilities) attributable to homes sold during a reporting period. We believe these measures facilitate meaningful period over period comparisons and illustrate our ability to generate returns on assets sold after considering the costs directly related to the assets sold in a presented period. Adjusted Gross Profit, Contribution Profit and Contribution Profit After Interest (and related margins) are supplemental measures of our operating performance and have limitations as analytical tools. For example, these measures include costs that were recorded in prior periods under GAAP and exclude, in connection with homes held in inventory at the end of the period, costs required to be recorded under GAAP in the same period. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We include a reconciliation of these measures to the most directly comparable GAAP financial measure, which is gross profit.


Slide 10

Adjusted Gross Profit / Margin We calculate Adjusted Gross Profit as gross profit under GAAP adjusted for (1) net real estate inventory valuation adjustment plus (2) interest expense associated with homes sold in the presented period and recorded in cost of revenue. Net real estate inventory valuation adjustment is calculated by adding back the real estate inventory valuation adjustment charges recorded during the period on homes that remain in real estate inventory at period end and subtracting the real estate inventory valuation adjustment charges recorded in prior periods on homes sold in the current period. We define Adjusted Gross Margin as Adjusted Gross Profit as a percentage of revenue. We view this metric as an important measure of business performance, as it captures gross margin performance isolated to homes sold in a given period and provides comparability across reporting periods. Adjusted Gross Profit helps management assess performance across the key phases of processing a home (acquisitions, renovations, and resale) for a specific resale cohort. Contribution Profit / Margin We calculate Contribution Profit as Adjusted Gross Profit, minus (1) direct selling costs incurred on homes sold during the presented period, minus (2) holding costs incurred in the current period on homes sold during the period recorded in sales, marketing, and operating, minus (3) holding costs incurred in prior periods on homes sold in the current period recorded in sales, marketing, and operating, plus (4) other income, net which is primarily composed of interest income earned on our cash and cash equivalents and fair value adjustments of derivative financial instruments. The composition of our holding costs is described in the footnotes to the reconciliation table below. We define Contribution Margin as Contribution Profit as a percentage of revenue. We view this metric as an important measure of business performance as it captures the unit level performance isolated to homes sold in a given period and provides comparability across reporting periods. Contribution Profit helps management assess inflows and outflow directly associated with a specific resale cohort. Contribution Profit / Margin After Interest We define Contribution Profit After Interest as Contribution Profit, minus (1) interest expense associated with homes sold in the presented period and recorded in cost of revenue, minus (2) interest expense associated with homes sold in the presented period, recorded in costs of sales, and previously excluded from Adjusted Gross Profit, and minus (3) interest expense under our senior and mezzanine secured credit facilities incurred on homes sold during the period. This includes interest expense recorded in prior periods in which the sale occurred. Our senior and mezzanine secured credit facilities are secured by our homes in real estate inventory and drawdowns are made on a per-home basis at the time of purchase and are required to be repaid at the time the homes are sold. We define Contribution Margin After Interest as Contribution Profit After Interest as a percentage of revenue. We view this metric as an important measure of business performance. Contribution Profit After Interest helps management assess Contribution Margin performance, per above, when fully burdened with costs of financing.


Slide 11

The following tables present a reconciliation of our Adjusted Gross Profit, Contribution Profit and Contribution Profit After Interest to our Gross (Loss) Profit, which is the most directly comparable GAAP measure, and Contribution Profit (Loss) Per Home Sold and Contribution (Loss) Profit After Interest Per Home Sold to Offerpad’s Gross (Loss) Profit Per Home Sold, which is the most directly comparable GAAP measure, for the periods indicated: Three Months Ended (in thousands, except percentages and homes sold, unaudited) December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 December 31, 2022   Gross profit (loss) $16,692   $23,973   $22,231   $7,285   $ (44,860) Gross margin 6.9% 10.2% 9.7% 1.2% -6.6%   Homes sold 712   703   650   1,609   1,865 Gross profit (loss) per home sold 23.4 34.1 34.2 4.5 (24.1)   Adjustments:                   Inventory valuation adjustment - current period 565 918 169 7,285 44,075   Inventory valuation adjustment - prior period (713)   (318)   (13,679)   (51,515)   (25,469) Interest expense capitalized 964 235 1,358 4,677 3,081   Adjusted gross profit (loss) 17,508   24,808   10,079   (32,268)   (23,173) Adjusted gross margin 7.3% 10.6% 4.4% -5.3% -3.4% Adjustments:   Direct selling costs (5,829)   (5,593)   (5,743)   (18,061)   (20,584) Holding costs on sales - current period (742) (453) (269) (1,248) (1,251)   Holding costs on sales - prior period (285)   (72)   (567)   (1,886)   (1,209) Other income, net 1,065 3,837 965 282 861   Contribution profit (loss) 11,717   22,527   4,465   (53,181)   (45,356) Contribution margin 4.9% 9.6% 1.9% -8.7% -6.7%   Homes sold 712   703   650   1,609   1,865 Contribution profit (loss) per home sold 16.5 32.0 6.9 (33.1) (24.3)   Adjustments:                   Interest expense capitalized (964) (235) (1,358) (4,677) (3,081)   Interest expense on homes sold - current period (2,041)   (2,622)   (1,292)   (5,498)   (5,858) Interest expense on homes sold - prior period (1,466) (553) (3,708) (12,032) (6,943)   Contribution profit (loss) after interest 7,246   19,117   (1,893)   (75,388)   (61,238) Contribution margin after interest 3.0% 8.2% -0.8% -12.4% -9.0%   Homes sold 712   703   650   1,609   1,865 Contribution profit (loss) after interest per home sold 10.2 27.2 (2.9) (46.9) (32.8)


Slide 12

Adjusted Net (Loss) Income and Adjusted EBITDA We also present Adjusted Net Income (Loss) and Adjusted EBITDA, which are non-GAAP financial measures, which our management team uses to assess our underlying financial performance. We believe these measures provide insight into period over period performance, adjusted for non-recurring or non-cash items. We calculate Adjusted Net Income (Loss) as GAAP Net Income (Loss) adjusted for the change in fair value of warrant liabilities. We define Adjusted Net Income (Loss) Margin as Adjusted Net Income (Loss) as a percentage of revenue. We calculate Adjusted EBITDA as Adjusted Net Income (Loss) adjusted for interest expense, amortization of capitalized interest, taxes, depreciation and amortization and stock-based compensation expense. We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue. Adjusted Net Income (Loss) and Adjusted EBITDA are supplemental to our operating performance measures calculated in accordance with GAAP and have important limitations. For example, Adjusted Net Income (Loss) and Adjusted EBITDA exclude the impact of certain costs required to be recorded under GAAP and could differ substantially from similarly titled measures presented by other companies in our industry or companies in other industries. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. The following table presents a reconciliation of our Adjusted Net Income (Loss) and Adjusted EBITDA to our GAAP Net Income (Loss), which is the most directly comparable GAAP measure, for the periods indicated: (1) Amortization of capitalized interest represents all interest related costs, including senior and mezzanine interest related costs, incurred on homes sold in the period presented that were capitalized and expensed in cost of sales at the time of sale. Three Months Ended (in thousands, except percentages, unaudited) December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 December 31, 2022   Net loss (GAAP) $ (15,441)   $ (19,986)   $ (22,344)   $ (59,447)   $ (121,137) Change in fair value of warrant liabilities 109 (131) (435) 389 (3,360)   Adjusted net loss $ (15,332)   $ (20,117)   $ (22,779)   $ (59,058)   $ (124,497) Adjusted net loss margin (6.4%) (8.6%) (9.9%) (9.7%) (18.4%)   Adjustments:                   Interest expense 5,154 4,406 1,867 7,432 15,135   Amortization of capitalized interest (1) 964   235   1,358   4,677   3,081 Income tax (benefit) expense (8) 6 43 122 324   Depreciation and amortization 172   175   178   202   258 Amortization of stock-based compensation 2,000 2,017 2,055 1,843 2,014   Adjusted EBITDA (7,050)   (13,277)   (17,278)   (44,782)   (103,685) Adjusted EBITDA margin (2.9%) (5.7%) (7.5%) (7.3%) (15.3%)


Slide 13

investor.offerpad.com

v3.24.0.1
Document and Entity Information
Feb. 26, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001825024
Document Type 8-K
Document Period End Date Feb. 26, 2024
Entity Registrant Name Offerpad Solutions Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-39641
Entity Tax Identification Number 85-2800538
Entity Address, Address Line One 2150 E. Germann Road
Entity Address, Address Line Two Suite 1
Entity Address, City or Town Chandler
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85286
City Area Code (844)
Local Phone Number 388-4539
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Class A common stock, $0.0001 par value per share
Trading Symbol OPAD
Security Exchange Name NYSE
Entity Emerging Growth Company false

Offerpad Solutions (NYSE:OPAD)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Offerpad Solutions Charts.
Offerpad Solutions (NYSE:OPAD)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Offerpad Solutions Charts.