false 0001825024 0001825024 2023-08-02 2023-08-02 0001825024 us-gaap:CommonStockMember 2023-08-02 2023-08-02 0001825024 us-gaap:WarrantMember 2023-08-02 2023-08-02

 

 

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): August 02, 2023

 

 

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
Warrants to purchase Class A common stock   OPADWS   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 August 2, 2023, Offerpad Solutions Inc. issued a press release announcing its financial results for the three and six months ended June 30, 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 August 2, 2023
99.2    Offerpad Solutions Inc. Shareholder Letter dated August 2, 2023
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: August 2, 2023     By:  

/s/ Jawad Ahsan

      Jawad Ahsan
      Chief Financial Officer

Exhibit 99.1

 

LOGO

Offerpad Reports Second Quarter 2023 Results

Gross Profit increases 205% quarter over quarter

CHANDLER, Ariz. – August 2, 2023 – (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 June 30, 2023.

“We exceeded our financial expectations across the board,” said Brian Bair, Chairman and CEO of Offerpad. “Our outperformance in the second quarter reflects the improvements we have made to our business processes and our elevated focus on profitability through margin expansion and cost discipline. Our agile business model makes integrating improvements and adapting to changing market conditions part of our everyday culture,” said Bair.

Second quarter highlights include:

 

   

Reported the highest gross margin since Q3 2021 at 9.7%;

 

   

Achieved gross margin per home sold on homes acquired after September 1, 2022 of 13.5%;

 

   

Achieved contribution margin after interest per home sold on homes acquired after September 1, 2022 of 9.5%, which is above Offerpad’s target range of 3% to 6%;

 

   

Reduced inventory aged over 180 days to less than 2%, well below Offerpad’s 10% target; and

 

   

Increased home acquisition volume from 364 homes in Q1 to 840 homes in Q2.

“The combination of completing the sale of our legacy inventory and the high-quality homes currently on our balance sheet provides a strong foundation for performance going forward. The favorable quarter-over-quarter trends we saw during the first half of this year support our expectation to achieve positive Adjusted EBITDA by year-end,” said Bair.

Second Quarter 2023 Financial Results – compared with the prior quarter:

 

   

Revenue was $230.1 million compared to $609.6 million

 

   

Gross Profit increased over 200% to $22.2 million from $7.3 million

 

   

Net Loss improved to ($22.3) million from ($59.4) million

 

   

Adjusted EBITDA improved to ($17.3) million from ($44.8) million

 

   

Diluted Loss Per Share improved to ($0.82) from ($2.51)


Q2 2023 Financial Results (quarter over quarter)

 

     Q2 2023      Q1 2023      Percentage Change  

Homes acquired

     840        364        131

Homes sold

     650        1,609        (60 %) 

Revenue

   $ 230.1M      $ 609.6M        (62 %) 

Gross profit1

   $ 22.2M      $ 7.3M        205

Net loss1, 2

   ($ 22.3M    ($ 59.4M      62

Adjusted EBITDA1

   ($ 17.3M    ($ 44.8M      61

Gross profit per home sold

   $ 34,200      $ 4,500        655

Contribution loss after interest per home sold

   ($ 2,900    ($ 46,900      94

Cash and cash equivalents

   $ 115.6M      $ 107.7M        7

 

1 

Includes $0.2 million charge in Q2 2023 and $7.3 million charge in Q1 2023 for an inventory valuation adjustment.

2 

Includes $0.4 million non-cash credit in Q2 2023 and a $0.4 million non-cash charge in Q1 2023 to mark to market the Warrant Liability.

Q2 2023 Financial Results (year over year)

 

     Q2 2023      Q2 2022      Percentage Change  

Homes acquired

     840        3,792        (78 %) 

Homes sold

     650        2,888        (77 %) 

Revenue

   $ 230.1M      $ 1.1B        (79 %) 

Gross profit1

   $ 22.2M      $ 93.0M        (76 %) 

Net (loss) income1, 2

   ($ 22.3M    $ 11.6M        n.a.  

Adjusted net loss1

   ($ 22.8M    ($ 1.0M      2,225

Adjusted EBITDA1

   ($ 17.3M    $ 13.7M        n.a.  

Gross profit per home sold

   $ 34,200      $ 32,200        6

Contribution (loss) profit after interest per home sold

   ($ 2,900    $ 28,500        n.a.  

Cash and cash equivalents

   $ 115.6M      $ 155.5M        (26 %) 

 

1 

Includes $0.2 million charge in Q2 2023 and $21.2 million charge in Q2 2022 for an inventory valuation adjustment.

2 

Includes $0.4 million non-cash credit in Q2 2023 and a $12.5 million non-cash credit in Q2 2022 to mark to market the Warrant Liability.

Additional information regarding Offerpad’s second quarter 2023 financial results and management commentary can be found by accessing the Company’s Quarterly Letter to Shareholders on the Offerpad investor relations at investor.offerpad.com.

Third Quarter 2023 Outlook

“Our results in the first half of this year indicate that the business has stabilized and positive momentum is building,” said Jawad Ahsan, CFO of Offerpad. “In the third quarter, we expect that momentum to continue with sequential improvement in our key performance metrics, including Gross Margin, Net Loss and Adjusted EBITDA. We also expect Q3 to reflect quarter-over-quarter improvement in time to cash, as well as increases in Acquisitions, Inventory and Contribution Margin after Interest,” said Ahsan.


Offerpad is providing its third quarter outlook for 2023 as follows:

 

     Q3 2023 Outlook  

Homes Sold

     600 – 700  

Revenue

   $ 200M – $240M  

Adjusted EBITDA3

     ($17)M – ($9)M  

 

3 

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

Conference Call and Webcast Details

Offerpad Chairman and CEO Brian Bair and CFO Jawad Ahsan will host a conference call and accompanying webcast on August 2, 2023, at 12:30 p.m. ET. The webcast can be accessed on Offerpad’s Investor Relations at https://events.q4inc.com/attendee/385889934. Participants can register at https://www.netroadshow.com/events/login?show=5f5e222c&confId=51290 to receive a personalized dial in number and PIN. 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 the anticipated quarter-over-quarter improvement in Offerpad’s time from acquisition to sale and increase in Offerpad’s acquisition volume, inventory and contribution margin for the third quarter 2023, Offerpad’s financial outlook, including increases in Offerpad’s key performance metrics, including Gross Margin, Net Loss and Adjusted EBITDA, for the third quarter 2023, and expectations regarding profitability, including the timing of reaching 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 effectively; Offerpad’s ability to accurately value and manage inventory, and to maintain an adequate and desirable supply of inventory; 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, 2022 filed with the Securities and Exchange Commission on February 28, 2023, 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
June 30,
    Six Months Ended
June 30,
 
(in thousands, except per share data) (Unaudited)    2023     2022     2023     2022  

Revenue

   $ 230,147     $ 1,079,531     $ 839,726     $ 2,453,368  

Cost of revenue

     207,916       986,550       810,210       2,228,245  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     22,231       92,981       29,516       225,123  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

        

Sales, marketing and operating

     29,040       65,239       71,391       135,127  

General and administrative

     12,713       16,121       27,192       30,778  

Technology and development

     2,312       3,243       4,553       6,425  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     44,065       84,603       103,136       172,330  
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income from operations

     (21,834     8,378       (73,620     52,793  

Other income (expense):

        

Change in fair value of warrant liabilities

     435       12,537       46       18,201  

Interest expense

     (1,867     (7,771     (9,299     (14,967

Other income, net

     965       24       1,247       28  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other (expense) income

     (467     4,790       (8,006     3,262  
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before income taxes

     (22,301     13,168       (81,626     56,055  

Income tax expense

     (43     (1,610     (165     (3,509
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

   $ (22,344   $ 11,558     $ (81,791   $ 52,546  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income per share, basic

   $ (0.82   $ 0.71     $ (3.21   $ 3.24  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income per share, diluted

   $ (0.82   $ 0.66     $ (3.21   $ 3.03  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding, basic

     27,258       16,390       25,470       16,200  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding, diluted

     27,258       17,383       25,470       17,346  
  

 

 

   

 

 

   

 

 

   

 

 

 


OFFERPAD SOLUTIONS INC.

Condensed Consolidated Balance Sheets

 

(in thousands, except par value per share) (Unaudited)    June 30,
2023
    December 31,
2022
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 115,599     $ 97,241  

Restricted cash

     6,658       43,058  

Accounts receivable

     1,479       2,350  

Real estate inventory

     211,119       664,697  

Prepaid expenses and other current assets

     8,731       6,833  
  

 

 

   

 

 

 

Total current assets

     343,586       814,179  

Property and equipment, net

     4,874       5,194  

Other non-current assets

     4,641       5,696  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 353,101     $ 825,069  
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable

   $ 6,340     $ 4,647  

Accrued and other current liabilities

     19,272       28,252  

Secured credit facilities and other debt, net

     161,316       605,889  

Secured credit facilities and other debt - related party

     29,926       60,176  
  

 

 

   

 

 

 

Total current liabilities

     216,854       698,964  

Warrant liabilities

     493       539  

Other long-term liabilities

     2,543       3,689  
  

 

 

   

 

 

 

Total liabilities

     219,890       703,192  
  

 

 

   

 

 

 

Commitments and contingencies

    

Stockholders’ equity:

    

Class A common stock, $0.0001 par value; 2,000,000 shares authorized; 27,225 and 15,491 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

     3       2  

Class B common stock, zero shares authorized, issued and outstanding as of June 30, 2023; and $0.0001 par value, 20,000 shares authorized; 988 shares issued and outstanding as of December 31, 2022

     —         —    

Additional paid in capital

     495,668       402,544  

Accumulated deficit

     (362,460     (280,669
  

 

 

   

 

 

 

Total stockholders’ equity

     133,211       121,877  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 353,101     $ 825,069  
  

 

 

   

 

 

 


OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Cash Flows

 

     Six Months Ended
June 30,
 
($ in thousands) (Unaudited)    2023     2022  

Cash flows from operating activities:

    

Net (loss) income

   $ (81,791   $ 52,546  

Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:

    

Depreciation

     380       249  

Amortization of debt financing costs

     1,980       1,546  

Real estate inventory valuation adjustment

     7,454       22,205  

Stock-based compensation

     3,898       4,028  

Change in fair value of warrant liabilities

     (46     (18,201

Change in fair value of derivative instrument

     715       —    

Loss on disposal of property and equipment

     30       —    

Changes in operating assets and liabilities:

    

Accounts receivable

     871       (6,764

Real estate inventory

     446,124       (179,060

Prepaid expenses and other assets

     313       (5,847

Accounts payable

     1,693       4,306  

Accrued and other liabilities

     (10,126     12,513  
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     371,495       (112,479
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property and equipment

     (90     (725

Purchases of derivative instruments

     (1,872     —    
  

 

 

   

 

 

 

Net cash used in investing activities

     (1,962     (725
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Borrowings from credit facilities and other debt

     411,990       2,132,189  

Repayments of credit facilities and other debt

     (889,773     (2,017,985

Payment of debt financing costs

     (172     (35

Borrowings from warehouse lending facility

     18,488       —    

Repayments of warehouse lending facility

     (17,336     —    

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       4,775  

Payments for taxes related to stock-based awards

     (52     (235
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (387,575     118,709  
  

 

 

   

 

 

 

Net change in cash, cash equivalents and restricted cash

     (18,042     5,505  

Cash, cash equivalents and restricted cash, beginning of period

     140,299       194,433  
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash, end of period

   $ 122,257     $ 199,938  
  

 

 

   

 

 

 

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

    

Cash and cash equivalents

   $ 115,599     $ 155,464  

Restricted cash

     6,658       44,474  
  

 

 

   

 

 

 

Total cash, cash equivalents and restricted cash

   $ 122,257     $ 199,938  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Cash payments for interest

   $ 13,932     $ 19,941  


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
June 30,
    Six Months Ended
June 30,
 
(in thousands, except percentages and homes sold, unaudited)    2023     2022     2023     2022  

Gross profit (GAAP)

   $ 22,231     $ 92,981     $ 29,516     $ 225,123  

Gross margin

     9.7     8.6     3.5     9.2

Homes sold

     650       2,888       2,259       6,490  

Gross profit per home sold

   $ 34.2     $ 32.2     $ 13.1     $ 34.7  

Adjustments:

        

Real estate inventory valuation adjustment - current period (1)

     169       20,995       290       21,233  

Real estate inventory valuation adjustment - prior period (2)

     (13,679     (287     (58,030     (1,205

Interest expense capitalized (3)

     1,358       2,793       6,035       7,071  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted gross profit (loss)

   $ 10,079     $ 116,482     $ (22,189   $ 252,222  

Adjusted gross margin

     4.4     10.8     -2.6     10.3

Adjustments:

        

Direct selling costs (4)

     (5,743     (23,524     (23,804     (55,378

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

     (269     (1,293     (1,811     (3,723

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

     (567     (526     (2,158     (907

Other income, net (8)

     965       24       1,247       28  
  

 

 

   

 

 

   

 

 

   

 

 

 

Contribution profit (loss)

   $ 4,465     $ 91,163     $ (48,715   $ 192,242  

Contribution margin

     1.9     8.4     -5.8     7.8

Homes sold

     650       2,888       2,259       6,490  

Contribution profit (loss) per home sold

   $ 6.9     $ 31.6     $ (21.6   $ 29.6  

Adjustments:

        

Interest expense capitalized (3)

     (1,358     (2,793     (6,035     (7,071

Interest expense on homes sold - current period (9)

     (1,292     (4,115     (8,631     (11,149

Interest expense on homes sold - prior period (10)

     (3,708     (1,999     (13,899     (3,721
  

 

 

   

 

 

   

 

 

   

 

 

 

Contribution (loss) profit after interest

   $ (1,893   $ 82,256     $ (77,280   $ 170,301  

Contribution margin after interest

     -0.8     7.6     -9.2     6.9

Homes sold

     650       2,888       2,259       6,490  

Contribution (loss) profit after interest per home sold

   $ (2.9   $ 28.5     $ (34.2   $ 26.2  

 

(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.

 

     Three Months Ended
June 30, 2023
 
(in thousands, except percentages and homes sold, unaudited)    Acquired Aug’22 & Prior     Acquired Sep’22 & Later Cohort     Total  

Gross profit (GAAP)

   $ 329.00     $ 21,902.00     $ 22,231.00  

Gross margin

     0.5     13.5     9.7

Homes sold

     159       491       650  

Gross profit per home sold

   $ 2.1     $ 44.6     $ 34.2  

Adjustments:

      

Inventory valuation adjustment - current period (1)

     105       64       169  

Inventory valuation adjustment - prior period (2)

     (11,990     (1,689     (13,679

Interest expense capitalized (3)

     669       689       1,358  
  

 

 

   

 

 

   

 

 

 

Adjusted (loss) gross profit

   $ (10,887   $ 20,966     $ 10,079  

Adjusted gross margin

     -16.0     12.9     4.4

Adjustments:

      

Direct selling costs (4)

     (1,790     (3,953     (5,743

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

     (93     (176     (269

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

     (467     (100     (567

Other income, net (8)

     —         965       965  
  

 

 

   

 

 

   

 

 

 

Contribution (loss) profit

   $ (13,237   $ 17,702     $ 4,465  

Contribution margin

     -19.5     10.9     1.9

Homes sold

     159       491       650  

Contribution (loss) profit per home sold

   $ (83.3   $ 36.1     $ 6.9  

Adjustments:

      

Interest expense capitalized (3)

     (669     (689     (1,358

Interest expense on homes sold - current period (9)

     (397     (895     (1,292

Interest expense on homes sold - prior period (10)

     (2,962     (746     (3,708
  

 

 

   

 

 

   

 

 

 

Contribution (loss) profit after interest

   $ (17,265   $ 15,372     $ (1,893

Contribution margin after interest

     -25.4     9.5     -0.8

Homes sold

     159       491       650  

Contribution (loss) profit after interest per home sold

   $ (108.6   $ 31.3     $ (2.9

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
June 30,
    Six Months Ended
June 30,
 
(in thousands, except percentages, unaudited)    2023     2022     2023     2022  

Net (loss) income (GAAP)

   $ (22,344   $ 11,558     $ (81,791   $ 52,546  

Change in fair value of warrant liabilities

     (435     (12,537     (46     (18,201
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net (loss) income

   $ (22,779   $ (979   $ (81,837   $ 34,345  

Adjusted net (loss) income margin

     (9.9 %)      (0.1 %)      (9.7 %)      1.4

Adjustments:

        

Interest expense

     1,867       7,771       9,299       14,967  

Amortization of capitalized interest (1)

     1,358       2,793       6,035       7,071  

Income tax expense

     43       1,610       165       3,509  

Depreciation and amortization

     178       130       380       249  

Amortization of stock-based compensation

     2,055       2,400       3,898       4,028  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

     (17,278     13,725       (62,060     64,169  

Adjusted EBITDA margin

     (7.5 %)      1.3     (7.4 %)      2.6

 

(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.

Exhibit 99.2

 

LOGO

Offerpad Offerpad SOLD LETTER TO SHAREHOLDERS Q2 | 2023


LOGO

Q2 2023 RESULTS REVENUE $230.1M GROSS PROFIT $22.2M or 9.7% HOMES SOLD 650 HOMES ACQUIRED 840 MOVE FREELY America More than doubled our acquisition volume from Q1 to Q2 Reduced aged inventory over 180 days to less than 2% Reported our highest Gross Margin since Q3 2021 at 9.7% 2 | Q2 2023


LOGO

Offerpad OUR MISSION PROVIDE YOUR BEST WAY TO BUY AND SELL A HOME. PERIOD 04 Welcome to Offerpad 05 Letter to Shareholders 06 Investment Highlights 07 Customer Feedback 08 Business Highlights 09 Financial Results Summary 12 Third Quarter 2023 Outlook 13 Appendix 3 | Q2 2023o


LOGO

WELCOME TO OFFERPAD HOW ARE WE DIFFERENT? 1 Providing Solutions for All Things Home We are offering services to meet homeowners’ needs beyond just buying and selling. 2 Offering Customizable Options With multiple service offerings to choose from, homeowners can create customizable solutions to best meet their needs. 3 Building Sustainable Growth Our focus is on growing in a responsible and disciplined manner that balances our goal of increasing market share with achieving long-term sustainable profitability. 4 Utilizing Industry Expertise Our real estate experts provide deep, local real estate expertise to ensure we are accounting for the unique market conditions in each location to optimize performance. 5 Adding Value Through Renovations Our renovations team can navigate both less traditional and larger renovation projects, expanding our customer base and adding value to each home. 6 Applying Flexibility We use real time market data and sentiment to anticipate and integrate changes in market conditions into our model. Our agility and flexibility mitigate external risk factors. 4 | Q2 2023 Offerpad SOLD


LOGO

DEAR SHAREHOLDERS, The first half of 2023 has brought new optimism and increased confidence across the real estate industry. Visibility has improved and the market has continued to stabilize. Even better, the changes we have made to our processes and the strategy we have established for 2023 are paying off. Our second quarter operational performance and financial results continued the quarter over quarter sequential improvement that started in Q1. In the second quarter, we beat our financial guidance expectations. Our homes sold, Revenue and Adjusted EBITDA all exceeded the top end of our second-quarter guidance ranges. We sold 650 homes exceeding the top end of our range by 100 homes, and we produced $230 million of Revenue, 15% above the high end of our range. Adjusted EBITDA was negative $17.3 million which is a 61% improvement over Q1 and exceeded the top end of our Q2 range by 31%. This outperformance reflects the improvements we have made to our business processes and our elevated focus on profitability through margin expansion and cost discipline. Other highlights for the quarter include: Reported our highest Gross Margin since Q3 2021 at 9.7%; Achieved gross margin per home sold on homes acquired after September 1, 2022 of 13.5%; Achieved contribution margin after interest per home sold on homes acquired after September 1, 2022 of 9.5%, which is above our target range of 3% to 6%; Reduced inventory aged over 180 days to less than 2%, well below our 10% target; and Increased home acquisition volume from 364 homes in Q1 to 840 homes in Q2. We emphasized last quarter that our plan to produce positive Adjusted EBITDA by year-end is not dependent on market acceleration. We were prepared to perform through this period of depressed residential resale transaction volumes and that is exactly what we did in the second quarter. We remain confident in our ability to execute our 2023 plan. We have proven our ability to scale before and we have the opportunity to do it again, but with the added benefit of additional experience. Our processes, products and people continue to evolve providing more efficiency and increased value. We set out to change the way real estate transacts forever and that is exactly what we are doing. Brian Bair | Chairman and CEO 5 | Q2 2023


LOGO

INVESTMENT HIGHLIGHTS Large Addressable Market Offerpad operates in the residential real estate industry with a Total Addressable Market of approximately $2.3T. Focused Business Model Offerpad is focused on responsible, long-term growth powered by our real estate expertise and advanced, proprietary algorithms that help optimize each transaction. Competitive Differentiation Offerpad’s suite of real estate services provides customizable options to meet each customer’s needs. Attractive Growth Profile Offerpad’s growth is fueled by increasing our existing market penetration and the rollout of additional ancillary services that create diversified revenue streams and increase the value proposition for our shareholders. AWESOME DIFFERENT 6 | Q2 2023


LOGO

9 OUT OF 10 WOULD RECOMMEND TO A FRIEND* +64 NET PROMOTER SCORE* “Above and beyond” Donald and Barbara in Missouri “Amazing from start to finish” Jeremy and Dana in Florida 92% CUSTOMER SATISFACTION* “Very pleased with the entire process” Richard and Kimberly in Texas * Based on survey of approximately 382 customers who sold their home to Offerpad in Q2 2023. 7 | Q2 2023


LOGO

BUSINESS HIGHLIGHTS Technology updates support process efficiencies and customer experience Offerpad’s continuous improvement culture has been a key driver supporting its ability to meet and exceed their financial goals this year. The company recently made technology advances with its customer facing app. Upgraded features deliver meaningful and relevant information to sellers, granting full visibility from request to closing. Customer App Upgrades Offerpad’s enhanced customer app supports its commitment to provide a simple and convenient customer experience. Customers can manage the entire transaction from their phone or laptop. New features will include: a seller to-do list, next steps, a calendar for tracking important dates, a resource center, and a tracker to instantly check the status of a transaction. Photos, and documents can be uploaded, signed and saved within the app. Customers can also chat with their dedicated Offerpad Customer Success team member. 8 | Q2 2023


LOGO

Q2 2023 FINANCIAL RESULTS SUMMARY Compared with Q1 2023 Revenue decreased 62% to $230.1M Acquired 840 homes, an increase of 131% Sold 650 homes, a decrease of 60% Gross profit increased from $7.3M to $22.2M1 Net loss improved from ($59.4M) to ($22.3M)1 Net loss includes a $0.4M non-cash credit in Q2 2023 and a $0.4 million non-cash charge in Q1 2023 to mark to market the Warrant Liability Adjusted EBITDA improved from ($44.8M) to ($17.3M)1 Gross profit per home sold improved from $4,500 to $34,200 Achieved gross margin per home sold on homes acquired after September 1, 2022 of 13.5%; Contribution loss after interest per home sold improved from ($46,900) to ($2,900) 1 Includes $0.2 million charge in Q2 2023 and $7.3 million charge in Q1 2023 for inventory valuation adjustment Live, Laugh, Offerpad 9 | Q2 2023


LOGO

Offerpad TOTAL REVENUE ($M) & Homes Acquired $1,080 3,792 Q2’22 $822 1,847 Q3’22 $677 539 Q4’22 $610 364 Q1’23 $230 840 Q2’23 RETURNS PER HOME SOLD $40K $30K $20K $10K $0K -$10K -$20K -$30K -$40K -$50K -$60K Q2’22 Q3’22 Q4’22 Q1’23 Q2’23 Gross Profit per Home Sold Contribution Profit After Interest Per Home Sold NET INCOME (LOSS), ADJ. NET INCOME (LOSS) & ADJ. EBITDA ($M) $13.7 $11.6 ($1.0) ($64.3) ($80.0) ($82.0) ($103.7) ($121.1) ($124.5) ($44.8) ($59.1) ($59.4) ($17.3) ($22.3) ($22.8) Q2’22 Q3’22 Q4’22 Q1’23 Q2’23 See page 19 for a reconciliation to the most directly comparable GAAP measure and additional information. Net Income (Loss) Adj. Net Income (Loss) Adj. EBITDA 10 | Q2 2023


LOGO

Offerpad Q2’23 Total Contribution Margin After Interest Per Home Sold $15k 4.3% ($4k) -1.0% ($11k) -3.1% $1k ($9k) -2.6% $6k 1.8% ($3k) -0.8% Net Sale Proceeds Holding Costs Selling Costs Contribution Margin Contribution Margin After Interest Other Services Total Contribution Margin After Interest Q2’23 Total Contribution Margin After Interest Per Home Sold, Excluding Inventory Acquired August’22 & Earlier $40K 12.0% ($2K) -0.6% ($10K) -3.0% $28K 8.4% $23K 7.0% $8K 2.5% $31K 9.5% Net Sale Proceeds Holding Costs Selling Costs Contribution Margin Contribution Margin After Interest Other Services Total Contribution Margin After Interest See page 19 for a reconciliation to the most directly comparable GAAP measure and additional information. 11 | Q2 2023


LOGO

THIRD QUARTER 2023 OUTLOOK HOMES SOLD 600 – 700 REVENUE $200M – $240M ADJUSTED EBITDA1 ($17)M – ($9)M 1 See Non-GAAP financial measures on page 16 for an explanation of why a reconciliation of this guidance cannot be provided. 12 | Q2 2023


APPENDIX

 

LOGO   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, and expectations regarding profitability, including the timing of reaching positive adjusted EBITDA, 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 effectively; Offerpad’s ability to accurately value and manage inventory, and to maintain an adequate and desirable supply of inventory; 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, 2022 filed with the Securities and Exchange Commission on February 28, 2023, 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.

 

13 | Q2 2023


OFFERPAD SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
(in thousands, except per share data) (Unaudited)    2023     2022     2023     2022  

Revenue

   $ 230,147     $ 1,079,531     $ 839,726     $ 2,453,368  

Cost of revenue

     207,916       986,550       810,210       2,228,245  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     22,231       92,981       29,516       225,123  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

        

Sales, marketing and operating

     29,040       65,239       71,391       135,127  

General and administrative

     12,713       16,121       27,192       30,778  

Technology and development

     2,312       3,243       4,553       6,425  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     44,065       84,603       103,136       172,330  
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income from operations

     (21,834     8,378       (73,620     52,793  

Other income (expense):

        

Change in fair value of warrant liabilities

     435       12,537       46       18,201  

Interest expense

     (1,867     (7,771     (9,299     (14,967

Other income, net

     965       24       1,247       28  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other (expense) income

     (467     4,790       (8,006     3,262  
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before income taxes

     (22,301     13,168       (81,626     56,055  

Income tax expense

     (43     (1,610     (165     (3,509
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income

   $ (22,344   $ 11,558     $ (81,791   $ 52,546  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income per share, basic

   $ (0.82   $ 0.71     $ (3.21   $ 3.24  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (loss) income per share, diluted

   $ (0.82   $ 0.66     $ (3.21   $ 3.03  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding, basic

     27,258       16,390       25,470       16,200  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding, diluted

     27,258       17,383       25,470       17,346  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

14 | Q2 2023


OFFERPAD SOLUTIONS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(in thousands, except par value per share) (Unaudited)    June 30,
2023
    December 31,
2022
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 115,599     $ 97,241  

Restricted cash

     6,658       43,058  

Accounts receivable

     1,479       2,350  

Real estate inventory

     211,119       664,697  

Prepaid expenses and other current assets

     8,731       6,833  
  

 

 

   

 

 

 

Total current assets

     343,586       814,179  

Property and equipment, net

     4,874       5,194  

Other non-current assets

     4,641       5,696  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 353,101     $ 825,069  
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable

   $ 6,340     $ 4,647  

Accrued and other current liabilities

     19,272       28,252  

Secured credit facilities and other debt, net

     161,316       605,889  

Secured credit facilities and other debt - related party

     29,926       60,176  
  

 

 

   

 

 

 

Total current liabilities

     216,854       698,964  

Warrant liabilities

     493       539  

Other long-term liabilities

     2,543       3,689  
  

 

 

   

 

 

 

Total liabilities

     219,890       703,192  
  

 

 

   

 

 

 

Commitments and contingencies

    

Stockholders’ equity:

    

Class A common stock, $0.0001 par value; 2,000,000 shares authorized; 27,225 and 15,491 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

     3       2  

Class B common stock, zero shares authorized, issued and outstanding as of June 30, 2023; and $0.0001 par value, 20,000 shares authorized; 988 shares issued and outstanding as of December 31, 2022

     —         —    

Additional paid in capital

     495,668       402,544  

Accumulated deficit

     (362,460     (280,669
  

 

 

   

 

 

 

Total stockholders’ equity

     133,211       121,877  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 353,101     $ 825,069  
  

 

 

   

 

 

 

 

15 | Q2 2023


OFFERPAD SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Six Months Ended
June 30,
 
($ in thousands) (Unaudited)    2023     2022  

Cash flows from operating activities:

    

Net (loss) income

   $ (81,791   $ 52,546  

Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:

    

Depreciation

     380       249  

Amortization of debt financing costs

     1,980       1,546  

Real estate inventory valuation adjustment

     7,454       22,205  

Stock-based compensation

     3,898       4,028  

Change in fair value of warrant liabilities

     (46     (18,201

Change in fair value of derivative instrument

     715       —    

Loss on disposal of property and equipment

     30       —    

Changes in operating assets and liabilities:

    

Accounts receivable

     871       (6,764

Real estate inventory

     446,124       (179,060

Prepaid expenses and other assets

     313       (5,847

Accounts payable

     1,693       4,306  

Accrued and other liabilities

     (10,126     12,513  
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     371,495       (112,479
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property and equipment

     (90     (725

Purchases of derivative instruments

     (1,872     —    
  

 

 

   

 

 

 

Net cash used in investing activities

     (1,962     (725
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Borrowings from credit facilities and other debt

     411,990       2,132,189  

Repayments of credit facilities and other debt

     (889,773     (2,017,985

Payment of debt financing costs

     (172     (35

Borrowings from warehouse lending facility

     18,488       —    

Repayments of warehouse lending facility

     (17,336     —    

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       4,775  

Payments for taxes related to stock-based awards

     (52     (235
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (387,575     118,709  
  

 

 

   

 

 

 

Net change in cash, cash equivalents and restricted cash

     (18,042     5,505  

Cash, cash equivalents and restricted cash, beginning of period

     140,299       194,433  
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash, end of period

   $ 122,257     $ 199,938  
  

 

 

   

 

 

 

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

    

Cash and cash equivalents

   $ 115,599     $ 155,464  

Restricted cash

     6,658       44,474  
  

 

 

   

 

 

 

Total cash, cash equivalents and restricted cash

   $ 122,257     $ 199,938  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Cash payments for interest

   $ 13,932     $ 19,941  

 

16 | Q2 2023


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 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 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.

 

17 | Q2 2023


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 comprised 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.

 

18 | Q2 2023


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 (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  
(in thousands, except percentages and homes sold, unaudited)    June 30, 2023     March 31, 2023     December 31, 2022     September 30, 2022     June 30, 2022  

Gross (loss) profit

   $ 22,231     $ 7,285     $ (44,860   $ 2,159     $ 92,981  

Gross margin

     9.7     1.2     -6.6     0.3     8.6

Homes sold

     650       1,609       1,865       2,280       2,888  

Gross profit (loss) per home sold

     34.2       4.5       (24.1 )      0.9       32.2  

Adjustments:

          

Inventory valuation adjustment - current period

     169       7,285       44,075       27,529       20,995  

Inventory valuation adjustment - prior period

     (13,679     (51,515     (25,469     (8,955     (287

Interest expense capitalized

     1,358       4,677       3,081       2,508       2,793  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted gross profit (loss)

     10,079       (32,268     (23,173     23,241       116,482  

Adjusted gross margin

     4.4     -5.3     -3.4     2.8     10.8

Adjustments:

          

Direct selling costs

     (5,743     (18,061     (20,584     (21,419     (23,524

Holding costs on sales - current period

     (269     (1,248     (1,251     (1,765     (1,293

Holding costs on sales - prior period

     (567     (1,886     (1,209     (405     (526

Other income, net

     965       282       861       643       24  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Contribution profit (loss)

     4,465       (53,181     (45,356     295       91,163  

Contribution margin

     1.9     -8.7     -6.7     0.0     8.4

Homes sold

     650       1,609       1,865       2,280       2,888  

Contribution profit (loss) per home sold

     6.9       (33.1     (24.3     0.1       31.6  

Adjustments:

          

Interest expense capitalized

     (1,358     (4,677     (3,081     (2,508     (2,793

Interest expense on homes sold - current period

     (1,292     (5,498     (5,858     (5,707     (4,115

Interest expense on homes sold - prior period

     (3,708     (12,032     (6,943     (2,382     (1,999
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Contribution profit (loss) after interest

     (1,893     (75,388     (61,238     (10,301     82,256  

Contribution margin after interest

     -0.8     -12.4     -9.0     -1.3     7.6

Homes sold

     650       1,609       1,865       2,280       2,888  

Contribution (loss) profit after interest per home sold

     (2.9     (46.9     (32.8     (4.5     28.5  

 

     Three Months Ended
June 30, 2023
 
(in thousands, except percentages and homes sold, unaudited)    Acquired Aug’22 & Prior     Acquired Sep’22 & Later Cohort     Total  

Gross profit (GAAP)

   $ 329.00     $ 21,902.00     $ 22,231.00  

Gross margin

     0.5     13.5     9.7

Homes sold

     159       491       650  

Gross profit per home sold

   $ 2.1     $ 44.6     $ 34.2  

Adjustments:

      

Inventory valuation adjustment - current period (1)

     105       64       169  

Inventory valuation adjustment - prior period (2)

     (11,990     (1,689     (13,679

Interest expense capitalized (3)

     669       689       1,358  
  

 

 

   

 

 

   

 

 

 

Adjusted (loss) gross profit

   $ (10,887   $ 20,966     $ 10,079  

Adjusted gross margin

     -16.0     12.9     4.4

Adjustments:

      

Direct selling costs (4)

     (1,790     (3,953     (5,743

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

     (93     (176     (269

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

     (467     (100     (567

Other income, net (8)

     —         965       965  
  

 

 

   

 

 

   

 

 

 

Contribution (loss) profit

   $ (13,237   $ 17,702     $ 4,465  

Contribution margin

     -19.5     10.9     1.9

Homes sold

     159       491       650  

Contribution (loss) profit per home sold

   $ (83.3   $ 36.1     $ 6.9  

Adjustments:

      

Interest expense capitalized (3)

     (669     (689     (1,358

Interest expense on homes sold - current period (9)

     (397     (895     (1,292

Interest expense on homes sold - prior period (10)

     (2,962     (746     (3,708
  

 

 

   

 

 

   

 

 

 

Contribution (loss) profit after interest

   $ (17,265   $ 15,372     $ (1,893

Contribution margin after interest

     -25.4     9.5     -0.8

Homes sold

     159       491       650  

Contribution (loss) profit after interest per home sold

   $ (108.6   $ 31.3     $ (2.9

 

19 | Q2 2023


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:

 

     Three Months Ended  
(in thousands, except percentages, unaudited)    June 30, 2023     March 31, 2023     December 31, 2022     September 30, 2022     June 30, 2022  

Net (loss) income (GAAP)

   $ (22,344   $ (59,447   $ (121,137   $ (80,022   $ 11,558  

Change in fair value of warrant liabilities

     (435     389       (3,360     (1,961     (12,537
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net (loss) income

   $ (22,779   $ (59,058   $ (124,497   $ (81,983   $ (979

Adjusted net (loss) income margin

     (9.9 %)      (9.7 %)      (18.4 %)      (10.0 %)      (0.1 %) 

Adjustments:

          

Interest expense

     1,867       7,432       15,135       15,889       7,771  

Amortization of capitalized interest (1)

     1,358       4,677       3,081       2,508       2,793  

Income tax expense

     43       122       324       (3,474     1,610  

Depreciation and amortization

     178       202       258       515       130  

Amortization of stock-based compensation

     2,055       1,843       2,014       2,265       2,400  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

     (17,278     (44,782     (103,685     (64,280     13,725  

Adjusted EBITDA margin

     (7.5 %)      (7.3 %)      (15.3 %)      (7.8 %)      1.3

 

(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.

 

20 | Q2 2023


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investor.offerpad.com

v3.23.2
Document and Entity Information
Aug. 02, 2023
Document And Entity Information [Line Items]  
Amendment Flag false
Entity Central Index Key 0001825024
Document Type 8-K
Document Period End Date Aug. 02, 2023
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
Entity Emerging Growth Company false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Class A common stock, $0.0001 par value per share
Trading Symbol OPAD
Security Exchange Name NYSE
Warrant [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Warrants to purchase Class A common stock
Trading Symbol OPADWS
Security Exchange Name NYSE

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