false 0001825024 0001825024 2023-11-01 2023-11-01 0001825024 us-gaap:CommonClassAMember 2023-11-01 2023-11-01 0001825024 us-gaap:WarrantMember 2023-11-01 2023-11-01

 

 

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): November 01, 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 November 1, 2023, Offerpad Solutions Inc. issued a press release announcing its financial results for the three and nine months ended September 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 November 1, 2023
99.2    Offerpad Solutions Inc. Shareholder Letter dated November 1, 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: November 1, 2023     By:  

/s/ Jawad Ahsan

     

Jawad Ahsan

Chief Financial Officer

Exhibit 99.1

 

LOGO

Offerpad Reports Third Quarter 2023 Results

Revenue of $234.2 million up from the second quarter and in line with guidance

Company expects to achieve sustainable Adj 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 September 30, 2023.

“We are pleased that we met both top and bottom-line expectations in the third quarter, despite a continued difficult macro environment. We are particularly proud of our expanding contribution margin,” said Brian Bair, Offerpad’s chairman and CEO. “We have proven we can perform in a difficult market, and we have exciting opportunities ahead of us. We are well positioned for further solid performance in 2024 as we take the friction out of real estate.”

“The third quarter marked my first full quarter with Offerpad. I’m very impressed with the team and pleased with our progress,” said Jawad Ahsan, Offerpad’s chief financial officer. “We have further refined our path to sustainable Adjusted EBITDA profitability in 2024 and beyond, while optimizing three key priorities. These include ensuring the business is on a path to become profitable and self-sustaining; future proofing to mitigate against macro volatility; and, better aligning our marketing strategy with our customer behavior. I look forward to sharing our progress over the coming quarters.”

Third quarter highlights include:

 

   

Attained a customer satisfaction score of 91% and NPS of 63%, reflecting Offerpad’s commitment to delighting its customers.

 

   

Reported our highest Gross Margin since Q2 2021, which rose 57 basis points quarter over quarter from 9.7% to 10.2%.

 

   

Contribution margin after interest rose nearly 900 basis points quarter over quarter from (0.8%) to 8.2%, of which one third was driven by asset-light products.

 

   

Announced a program with Anywhere Real Estate, the largest franchisor of real estate brands in the world, to expand our giant network of agent partners with thousands of additional certified agents nationwide.

 

   

Refined the Offerpad roadmap and optimized the organization to move toward sustainable Adjusted EBITDA profitability in 2024.


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

 

   

Revenue was $234 million compared to $230 million

 

   

Gross Profit increased to $24 million from $22 million

 

   

Net Loss improved to ($20.0) million from ($22.3) million

 

   

Adjusted EBITDA improved to ($13.3) million from ($17.3) million

 

   

Diluted Loss Per Share improved to ($0.73) from ($0.82)

Q3 2023 Financial Results (quarter over quarter)

 

     Q3 2023      Q2 2023      Percentage
Change
 

Homes acquired

     930        840        11

Homes sold

     703        650        8

Revenue

   $ 234.2M      $ 230.1M        2

Gross profit

   $ 24.0M      $ 22.2M        8

Net loss

   ($ 20.0M    ($ 22.3M      11

Adjusted EBITDA

   ($ 13.3M    ($ 17.3M      23

Gross profit per home sold

   $ 34,100      $ 34,200        0

Contribution profit (loss) after interest per home sold

   $ 27,200      ($ 2,900      n.a.  

Cash and cash equivalents

   $ 106.0M      $ 115.6M        (8 %) 

Q3 2023 Financial Results (year over year)

 

     Q3 2023      Q3 2022      Percentage
Change
 

Homes acquired

     930        1,847        (50 %) 

Homes sold

     703        2,280        (69 %) 

Revenue

   $ 234.2M      $ 821.7M        (71 %) 

Gross profit

   $ 24.0M      $ 2.2M        1010

Net loss

   ($ 20.0M    ($ 80.0M      75

Adjusted EBITDA

   ($ 13.3M    ($ 64.3M      79

Gross profit per home sold

   $ 34,100      $ 900        3501

Contribution profit (loss) after interest per home sold

   $ 27,200      ($ 4,500      n.a.  

Cash and cash equivalents

   $ 106.0M      $ 196.8M        (46 %) 

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


Fourth Quarter 2023 Outlook

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

 

     Q4 2023 Outlook

Homes Sold

   700 – 800

Revenue

   $230M – $270M

Adjusted EBITDA1

   ($10)M – $0M

 

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

Offerpad Chairman and CEO Brian Bair and CFO Jawad Ahsan will host a conference call and accompanying webcast on November 1, 2023, 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 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     Nine Months Ended  
     September 30,     September 30,  
(in thousands, except per share data) (Unaudited)    2023     2022     2023     2022  

Revenue

   $ 234,228     $ 821,732     $ 1,073,954     $ 3,275,100  

Cost of revenue

     210,255       819,573       1,020,465       3,047,818  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     23,973       2,159       53,489       227,282  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

        

Sales, marketing and operating

     27,235       55,043       98,626       190,170  

General and administrative

     14,124       14,640       41,316       45,418  

Technology and development

     2,156       2,687       6,709       9,112  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     43,515       72,370       146,651       244,700  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (19,542     (70,211     (93,162     (17,418

Other income (expense):

        

Change in fair value of warrant liabilities

     131       1,961       177       20,162  

Interest expense

     (4,406     (15,889     (13,705     (30,856

Other income, net

     3,837       643       5,084       671  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other expense

     (438     (13,285     (8,444     (10,023
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (19,980     (83,496     (101,606     (27,441

Income tax (expense) benefit

     (6     3,474       (171     (35
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (19,986   $ (80,022   $ (101,777   $ (27,476
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share, basic

   $ (0.73   $ (4.86   $ (3.90   $ (1.69
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share, diluted

   $ (0.73   $ (4.86   $ (3.90   $ (1.69
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding, basic

     27,276       16,477       26,079       16,293  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding, diluted

     27,276       16,477       26,079       16,293  
  

 

 

   

 

 

   

 

 

   

 

 

 


OFFERPAD SOLUTIONS INC.

Condensed Consolidated Balance Sheets

 

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

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 105,999     $ 97,241  

Restricted cash

     7,409       43,058  

Accounts receivable

     3,874       2,350  

Real estate inventory

     289,597       664,697  
  

 

 

   

 

 

 

Prepaid expenses and other current assets

     6,464       6,833  

Total current assets

     413,343       814,179  

Property and equipment, net

     4,698       5,194  

Other non-current assets

     4,106       5,696  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 422,147     $ 825,069  
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable

   $ 6,359     $ 4,647  

Accrued and other current liabilities

     22,465       28,252  

Secured credit facilities and other debt, net

     237,921       605,889  

Secured credit facilities and other debt - related party

     37,854       60,176  
  

 

 

   

 

 

 

Total current liabilities

     304,599       698,964  

Warrant liabilities

     362       539  

Other long-term liabilities

     1,969       3,689  
  

 

 

   

 

 

 

Total liabilities

     306,930       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 September 30, 2023 and December 31, 2022, respectively

     3       2  

Class B common stock, zero shares authorized, issued and outstanding as of September 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

     497,660       402,544  

Accumulated deficit

     (382,446     (280,669
  

 

 

   

 

 

 

Total stockholders’ equity

     115,217       121,877  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 422,147     $ 825,069  
  

 

 

   

 

 

 


OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Cash Flows

 

     Nine Months Ended  
     September 30,  
($ in thousands) (Unaudited)    2023     2022  

Cash flows from operating activities:

    

Net loss

   $ (101,777   $ (27,476

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

    

Depreciation

     556       764  

Amortization of debt financing costs

     3,080       2,160  

Real estate inventory valuation adjustment

     8,372       49,734  

Stock-based compensation

     5,915       6,293  

Change in fair value of warrant liabilities

     (177     (20,162

Change in fair value of derivative instruments

     (1,994     —   

Loss on disposal of property and equipment

     30       —   

Changes in operating assets and liabilities:

    

Accounts receivable

     (1,524     (2,956

Real estate inventory

     366,728       (101,208

Prepaid expenses and other assets

     3,541       (2,988

Accounts payable

     1,712       1,444  

Accrued and other liabilities

     (7,507     2,471  
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     276,955       (91,924
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property and equipment

     (90     (917

Purchases of derivative instruments

     (2,569     —   

Proceeds from sale of derivative instruments

     2,981       —   
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     322       (917
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Borrowings from credit facilities and other debt

     687,715       2,889,790  

Repayments of credit facilities and other debt

     (1,080,821     (2,771,861

Payment of debt financing costs

     (264     (466

Borrowings from warehouse lending facility

     21,951       —   

Repayments of warehouse lending facility

     (21,951     —   

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) provided by financing activities

     (304,168     122,076  
  

 

 

   

 

 

 

Net change in cash, cash equivalents and restricted cash

     (26,891     29,235  

Cash, cash equivalents and restricted cash, beginning of period

     140,299       194,433  
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash, end of period

   $ 113,408     $ 223,668  
  

 

 

   

 

 

 

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

    

Cash and cash equivalents

   $ 105,999     $ 196,838  

Restricted cash

     7,409       26,830  
  

 

 

   

 

 

 

Total cash, cash equivalents and restricted cash

   $ 113,408     $ 223,668  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Cash payments for interest

   $ 23,406     $ 36,536  


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

Gross profit (GAAP)

   $ 23,973     $ 2,159     $ 53,489     $ 227,282  

Gross margin

     10.2     0.3     5.0     6.9

Homes sold

     703       2,280       2,962       8,770  

Gross profit per home sold

   $ 34.1     $ 0.9     $ 18.1     $ 25.9  

Adjustments:

        

Real estate inventory valuation adjustment - current period (1)

     918       27,529       985       39,807  

Real estate inventory valuation adjustment - prior period (2)

     (318     (8,955     (58,125     (1,205

Interest expense capitalized (3)

     235       2,508       6,270       9,579  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted gross profit

   $ 24,808     $ 23,241     $ 2,619     $ 275,463  

Adjusted gross margin

     10.6     2.8     0.2     8.4

Adjustments:

        

Direct selling costs (4)

     (5,593     (21,419     (29,396     (76,797

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

     (453     (1,765     (2,328     (5,884

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

     (72     (405     (2,166     (916

Other income, net (8)

     3,837       643       5,084       671  
  

 

 

   

 

 

   

 

 

   

 

 

 

Contribution profit (loss)

   $ 22,527     $ 295     $ (26,187   $ 192,537  

Contribution margin

     9.6     0.0     (2.4 )%      5.9

Homes sold

     703       2,280       2,962       8,770  

Contribution profit (loss) per home sold

   $ 32.0     $ 0.1     $ (8.8   $ 22.0  

Adjustments:

        

Interest expense capitalized (3)

     (235     (2,508     (6,270     (9,579

Interest expense on homes sold - current period (9)

     (2,622     (5,707     (11,782     (19,225

Interest expense on homes sold - prior period (10)

     (554     (2,382     (13,924     (3,733
  

 

 

   

 

 

   

 

 

   

 

 

 

Contribution profit (loss) after interest

   $ 19,116     $ (10,301   $ (58,163   $ 160,000  

Contribution margin after interest

     8.2     (1.3 )%      (5.4 )%      4.9

Homes sold

     703       2,280       2,962       8,770  

Contribution profit (loss) after interest per home sold

   $ 27.2     $ (4.5   $ (19.6   $ 18.2  

 

(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.


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
September 30,
    Nine Months Ended
September 30,
 
(in thousands, except percentages, unaudited)    2023     2022     2023     2022  

Net loss (GAAP)

   $ (19,986   $ (80,022   $ (101,777   $ (27,476

Change in fair value of warrant liabilities

     (131     (1,961     (177     (20,162
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net loss

   $ (20,117   $ (81,983   $ (101,954   $ (47,638

Adjusted net loss margin

     (8.6 )%      (10.0 )%      (9.5 )%      (1.5 )% 

Adjustments:

        

Interest expense

     4,406       15,889       13,705       30,856  

Amortization of capitalized interest (1)

     235       2,508       6,270       9,579  

Income tax expense (benefit)

     6       (3,474     171       35  

Depreciation and amortization

     175       515       556       764  

Amortization of stock-based compensation

     2,017       2,265       5,915       6,293  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ (13,278   $ (64,280   $ (75,337   $ (111

Adjusted EBITDA margin

     (5.7 )%      (7.8 )%      (7.0 )%      (0.0 )% 

 

(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.

Exhibit 99.2

 

LOGO

DEAR SHAREHOLDERS,

I’d first like to sincerely thank our Offerpad teams who delivered strong execution amidst a tough macro environment, enabling us to achieve both our top and bottom-line guidance in the third quarter. We are gratified by their contribution, resiliency, and their willingness to join us on our journey back to growth.

While we are pleased with our third quarter financial performance, we are even more excited about the measurable progress we made in executing against our three strategic imperatives of: removing the friction from real estate transactions; focusing on our asset light product lines to offer a software enabled end-to-end real estate platform; and expanding our partner ecosystem to enhance our scope and scale. Let me give you some examples of how we supported these imperatives within the third quarter.

We introduced a 4.99% mortgage rate buy-down program, allowing more buyers to purchase an Offerpad home while saving hundreds of dollars per month in mortgage costs. This powerful tool substantially increases the affordability of our homes and, in early days, is already motivating our buyers. This program is a great example of how we are proactively and nimbly navigating the market, despite burgeoning interest rates.

Over the last two quarters, almost 50 percent of transactions came from our new asset light services including Direct Plus, Renovate, and Flex Listing Service. These transactions also drove one third of our contribution margin after interest – which grew nearly three-fold from ($10M) in the third quarter of 2022 to $19M this quarter. Our Renovation solution is leading the way in our platform and revenue diversification.

We are already one of the largest renovation companies in the United States and just expanded our reach to enable third-party businesses to leverage Offerpad’s renovation expertise and efficiency. Less than a year in, we already have nearly 50 B2B renovation clients in our active markets. In the third quarter, we saw an over 125 percent increase in closed renovations versus the prior quarter, and anticipate that this offering will increasingly become a key driver of our business.

We have built long-standing relationships with 15 of the top 20 home builders in the U.S., national real estate companies, and third-party real estate agents through our Agent Partnership Program. On top of those existing partnerships, in October, we announced a national program in collaboration with Anywhere Real Estate to extend Offerpad’s reach outside of our normal coverage areas, allowing us to serve customers through coordination with agents affiliated with the Anywhere Leads Network.

These are just a few of the many recent initiatives that support our strategic imperatives as we move to a true software-enabled, end-to-end real estate platform. Foundational to the success of our strategy are the efforts we took in the quarter – under the leadership of Jawad Ahsan, our new CFO – to optimize and align Offerpad’s organization and business model for the long-term. To this end, we have sharpened our operational focus on ensuring that the business is on a path to be profitable and self-sustaining; future proofed against another downturn in housing or rate shock; and have complete alignment between our marketing strategy and our customer behavior.

With these clear mandates, I’m excited to share our progress along the journey, as we disrupt the way real estate works.

 

LOGO

Brian Bair | Chairman and CEO

 

1 | Q3 2023


LOGO

TOTAL REVENUE ($M) & Homes Acquired

 

 

LOGO

 

RETURNS PER HOME SOLD

 

 

LOGO

 

NET INCOME (LOSS), ADJ. NET INCOME (LOSS) & ADJ. EBITDA ($M)

 

 

LOGO

 

2 | Q3 2023


LOGO

Q3’23 Total Contribution Margin After Interest Per Home Sold

 

LOGO

See Appendix for a reconciliation to the most directly comparable GAAP measure and additional information.

 

3 | Q3 2023


FOURTH QUARTER 2023 OUTLOOK

 

LOGO

 

 

LOGO

 

1 

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

 

4 | Q3 2023


APPENDIX

 

 

LOGO

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 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.

 

5 | Q3 2023


OFFERPAD SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

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

Revenue

   $ 234,228     $ 821,732     $ 1,073,954     $ 3,275,100  

Cost of revenue

     210,255       819,573       1,020,465       3,047,818  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     23,973       2,159       53,489       227,282  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

        

Sales, marketing and operating

     27,235       55,043       98,626       190,170  

General and administrative

     14,124       14,640       41,316       45,418  

Technology and development

     2,156       2,687       6,709       9,112  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     43,515       72,370       146,651       244,700  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (19,542     (70,211     (93,162     (17,418

Other income (expense):

        

Change in fair value of warrant liabilities

     131       1,961       177       20,162  

Interest expense

     (4,406     (15,889     (13,705     (30,856

Other income, net

     3,837       643       5,084       671  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other expense

     (438     (13,285     (8,444     (10,023
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (19,980     (83,496     (101,606     (27,441

Income tax (expense) benefit

     (6     3,474       (171     (35
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (19,986   $ (80,022   $ (101,777   $ (27,476
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share, basic

   $ (0.73   $ (4.86   $ (3.90   $ (1.69
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share, diluted

   $ (0.73   $ (4.86   $ (3.90   $ (1.69
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding, basic

     27,276       16,477       26,079       16,293  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding, diluted

     27,276       16,477       26,079       16,293  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

6 | Q3 2023


OFFERPAD SOLUTIONS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

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

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 105,999     $ 97,241  

Restricted cash

     7,409       43,058  

Accounts receivable

     3,874       2,350  

Real estate inventory

     289,597       664,697  

Prepaid expenses and other current assets

     6,464       6,833  
  

 

 

   

 

 

 

Total current assets

     413,343       814,179  

Property and equipment, net

     4,698       5,194  

Other non-current assets

     4,106       5,696  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 422,147     $ 825,069  
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable

   $ 6,359     $ 4,647  

Accrued and other current liabilities

     22,465       28,252  

Secured credit facilities and other debt, net

     237,921       605,889  

Secured credit facilities and other debt - related party

     37,854       60,176  
  

 

 

   

 

 

 

Total current liabilities

     304,599       698,964  

Warrant liabilities

     362       539  

Other long-term liabilities

     1,969       3,689  
  

 

 

   

 

 

 

Total liabilities

     306,930       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 September 30, 2023 and December 31, 2022, respectively

     3       2  

Class B common stock, zero shares authorized, issued and outstanding as of September 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

     497,660       402,544  

Accumulated deficit

     (382,446     (280,669
  

 

 

   

 

 

 

Total stockholders’ equity

     115,217       121,877  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 422,147     $ 825,069  
  

 

 

   

 

 

 

 

7 | Q3 2023


OFFERPAD SOLUTIONS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Nine Months Ended  
     September 30,  
($ in thousands) (Unaudited)    2023     2022  

Cash flows from operating activities:

    

Net loss

   $ (101,777   $ (27,476

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

    

Depreciation

     556       764  

Amortization of debt financing costs

     3,080       2,160  

Real estate inventory valuation adjustment

     8,372       49,734  

Stock-based compensation

     5,915       6,293  

Change in fair value of warrant liabilities

     (177     (20,162

Change in fair value of derivative instruments

     (1,994     —   

Loss on disposal of property and equipment

     30       —   

Changes in operating assets and liabilities:

    

Accounts receivable

     (1,524     (2,956

Real estate inventory

     366,728       (101,208

Prepaid expenses and other assets

     3,541       (2,988

Accounts payable

     1,712       1,444  

Accrued and other liabilities

     (7,507     2,471  
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     276,955       (91,924
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property and equipment

     (90     (917

Purchases of derivative instruments

     (2,569     —   

Proceeds from sale of derivative instruments

     2,981       —   
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     322       (917
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Borrowings from credit facilities and other debt

     687,715       2,889,790  

Repayments of credit facilities and other debt

     (1,080,821     (2,771,861

Payment of debt financing costs

     (264     (466

Borrowings from warehouse lending facility

     21,951       —   

Repayments of warehouse lending facility

     (21,951     —   

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) provided by financing activities

     (304,168     122,076  
  

 

 

   

 

 

 

Net change in cash, cash equivalents and restricted cash

     (26,891     29,235  

Cash, cash equivalents and restricted cash, beginning of period

     140,299       194,433  
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash, end of period

   $ 113,408     $ 223,668  
  

 

 

   

 

 

 

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

    

Cash and cash equivalents

   $ 105,999     $ 196,838  

Restricted cash

     7,409       26,830  
  

 

 

   

 

 

 

Total cash, cash equivalents and restricted cash

   $ 113,408     $ 223,668  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Cash payments for interest

   $ 23,406     $ 36,536  

 

8 | Q3 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.

 

9 | Q3 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.

 

10 | Q3 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)    September 30, 2023     June 30, 2023     March 31, 2023     December 31, 2022     September 30, 2022  

Gross (loss) profit

   $ 23,973     $ 22,231     $ 7,285     $ (44,860   $ 2,159  

Gross margin

     10.2     9.7     1.2     -6.6     0.3

Homes sold

     703       650       1,609       1,865       2,280  

Gross profit (loss) per home sold

     34.1       34.2       4.5       (24.1     0.9  

Adjustments:

          

Inventory valuation adjustment - current period

     918       169       7,285       44,075       27,529  

Inventory valuation adjustment - prior period

     (318     (13,679     (51,515     (25,469     (8,955

Interest expense capitalized

     235       1,358       4,677       3,081       2,508  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted gross profit (loss)

     24,808       10,079       (32,268     (23,173     23,241  

Adjusted gross margin

     10.6     4.4     -5.3     -3.4     2.8

Adjustments:

          

Direct selling costs

     (5,593     (5,743     (18,061     (20,584     (21,419

Holding costs on sales - current period

     (453     (269     (1,248     (1,251     (1,765

Holding costs on sales - prior period

     (72     (567     (1,886     (1,209     (405

Other income, net

     3,837       965       282       861       643  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Contribution profit (loss)

     22,527       4,465       (53,181     (45,356     295  

Contribution margin

     9.6     1.9     -8.7     -6.7     0.0

Homes sold

     703       650       1,609       1,865       2,280  

Contribution profit (loss) per home sold

     32.0       6.9       (33.1     (24.3     0.1  

Adjustments:

          

Interest expense capitalized

     (235     (1,358     (4,677     (3,081     (2,508

Interest expense on homes sold - current period

     (2,622     (1,292     (5,498     (5,858     (5,707

Interest expense on homes sold - prior period

     (553     (3,708     (12,032     (6,943     (2,382
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Contribution profit (loss) after interest

     19,117       (1,893     (75,388     (61,238     (10,301

Contribution margin after interest

     8.2     -0.8     -12.4     -9.0     -1.3

Homes sold

     703       650       1,609       1,865       2,280  

Contribution (loss) profit after interest per home sold

     27.2       (2.9     (46.9     (32.8     (4.5

 

11 | Q3 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)    September 30, 2023     June 30, 2023     March 31, 2023     December 31, 2022     September 30, 2022  

Net (loss) income (GAAP)

   $ (19,986   $ (22,344   $ (59,447   $ (121,137   $ (80,022

Change in fair value of warrant liabilities

     (131     (435     389       (3,360     (1,961
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net (loss) income

   $ (20,117   $ (22,779   $ (59,058   $ (124,497   $ (81,983

Adjusted net (loss) income margin

     (8.6 %)      (9.9 %)      (9.7 %)      (18.4 %)      (10.0 %) 

Adjustments:

          

Interest expense

     4,406       1,867       7,432       15,135       15,889  

Amortization of capitalized interest (1)

     235       1,358       4,677       3,081       2,508  

Income tax expense

     6       43       122       324       (3,474

Depreciation and amortization

     175       178       202       258       515  

Amortization of stock-based compensation

     2,017       2,055       1,843       2,014       2,265  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

     (13,277     (17,278     (44,782     (103,685     (64,280

Adjusted EBITDA margin

     (5.7 %)      (7.5 %)      (7.3 %)      (15.3 %)      (7.8 %) 

 

(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.

 

12 | Q3 2023


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13 | Q3 2023

v3.23.3
Document and Entity Information
Nov. 01, 2023
Document And Entity Information [Line Items]  
Amendment Flag false
Entity Central Index Key 0001825024
Document Type 8-K
Document Period End Date Nov. 01, 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 Class A [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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