false 0001825024 0001825024 2024-08-05 2024-08-05
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 05, 2024
Offerpad Solutions Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
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001-39641 |
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85-2800538 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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2150 E. Germann Road Suite 1 |
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Chandler, Arizona |
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85286 |
(Address of Principal Executive Offices) |
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(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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class A common stock, $0.0001 par value per share |
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OPAD |
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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 5, 2024, Offerpad Solutions Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2024 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
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.
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Offerpad Solutions Inc. |
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Date: August 5, 2024 |
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By: |
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/s/ Peter Knag |
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Peter Knag Chief Financial Officer |
Exhibit 99.1
Offerpad Reports Second Quarter 2024 Results
Gross Margin Improves for Third Consecutive Quarter
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 June 30, 2024.
During the second quarter, we delivered revenue within our
guidance and sequential improvement in Adjusted EBITDA. Our focus on expense management, and the continued growth in our asset light platform services, drove improvement in gross margin, contribution margin, and Adjusted EBITDA, said Brian
Bair, Offerpads chief executive officer. We intend to remain flexible to adapt quickly to market shifts and have adjusted our buy box, focusing more on wider margins per home and less on volume. We are pleased that our approach to
strategic operations and disciplined expense management is positioning us well on the path to sustained profitability, in any real estate market.
Highlights include:
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Improved Net Loss and Adjusted EBITDA 38% and 74%, respectively, from the prior year |
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Gross margin of 8.7%, up 80bps from 7.9% in the prior quarter |
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Gross profit per home sold of $29.5k, up 10% from the prior quarter |
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Contribution profit after interest per home sold of $14.5k, up 22% from the prior quarter |
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Time to Cash for homes sold in the quarter of 106 days, down from 138 the prior year |
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Inventory owned 180+ days ended the quarter at 5.1% down from 8.5% the prior quarter |
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Strong quarter for Renovate, with closed renovation projects growing 306% versus the prior year, generating $4.9M
in revenue. Began working on projects for new customers including Freddie Mac and Fannie Mae |
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Requests from Offerpads Agent Partnership Program grew to 25% of total, driving most efficient Customer
Acquisition Cost (CAC) since Q222 |
As we look at the back-half of 2024 and beyond, we are continuing to push hard on cost
management and profitability with a focus on building long-term value, regardless of the macro real estate environment, said Peter Knag, Offerpads chief financial officer. Offerpads business is uniquely positioned in this
shifting real estate landscape with significant opportunities ahead, and I am excited to be a part of this organization.
Q2 2024 Financial Results (quarter over quarter)
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Q2 2024 |
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Q1 2024 |
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Percentage Change |
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Homes acquired |
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831 |
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806 |
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3 |
% |
Homes sold |
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742 |
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847 |
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(12 |
%) |
Revenue |
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$ |
251.1M |
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$ |
285.4M |
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(12 |
%) |
Gross profit |
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$ |
21.9M |
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$ |
22.6M |
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(3 |
%) |
Net loss |
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($ |
13.8M |
) |
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($ |
17.5M |
) |
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21 |
% |
Adjusted EBITDA |
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($ |
4.4M |
) |
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($ |
7.1M |
) |
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38 |
% |
Diluted Net Loss per Share |
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($ |
0.50 |
) |
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($ |
0.64 |
) |
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22 |
% |
Gross profit per home sold |
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$ |
29,500 |
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$ |
26,700 |
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10 |
% |
Contribution profit after interest per home sold |
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$ |
14,500 |
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$ |
11,900 |
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22 |
% |
Cash and cash equivalents |
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$ |
56.9M |
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$ |
68.6M |
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(17 |
%) |
Q2 2024 Financial Results (year over year)
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Q2 2024 |
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Q2 2023 |
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Percentage Change |
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Homes acquired |
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831 |
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840 |
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(1 |
%) |
Homes sold |
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742 |
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650 |
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14 |
% |
Revenue |
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$ |
251.1M |
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$ |
230.1M |
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9 |
% |
Gross profit |
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$ |
21.9M |
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$ |
22.2M |
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(2 |
%) |
Net loss |
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($ |
13.8M |
) |
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($ |
22.3M |
) |
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38 |
% |
Adjusted EBITDA |
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($ |
4.4M |
) |
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($ |
17.3M |
) |
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74 |
% |
Diluted Net Loss per Share |
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($ |
0.50 |
) |
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($ |
0.82 |
) |
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39 |
% |
Gross profit per home sold |
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$ |
29,500 |
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$ |
34,200 |
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(14 |
%) |
Contribution profit (loss) after interest per home sold |
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$ |
14,500 |
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($ |
2,900 |
) |
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n.a. |
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Cash and cash equivalents |
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$ |
56.9M |
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$ |
115.6M |
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(51 |
%) |
Additional information regarding Offerpads second quarter 2024 financial results and management commentary can be found
by accessing the Companys Quarterly Letter to Shareholders on the Offerpad investor relations website.
Third Quarter 2024 Outlook
Offerpad is providing its third quarter outlook for 2024 as follows:
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Q3 2024 Outlook |
Homes Sold |
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550 to 650 |
Revenue |
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$185M to $225M |
Adjusted EBITDA1 |
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Sequential Improvement |
1 |
See Non-GAAP financial measures below for an explanation of why a
reconciliation of this guidance cannot be provided. |
Conference Call and Webcast Details
Brian Bair, Chairman and CEO, and Peter Knag, CFO, will host a conference call and accompanying webcast on August 5, 2024, at 4:30 p.m. ET. The webcast
can be accessed on Offerpads 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, dedicated to simplifying the
process of buying and selling homes, is a publicly traded company committed to providing comprehensive solutions that removes the friction from real estate. Our advanced real estate platform offers a range of services, from consumer cash offers to
B2B renovation solutions and industry partnership programs, all tailored to meet the unique needs of our clients. Since 2015, weve leveraged local expertise in residential real estate alongside proprietary technology to guide homeowners at
every step. Learn more at www.offerpad.com.
#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 Offerpads future financial or operating performance. For example, statements regarding Offerpads financial outlook, including homes sold, revenue and Adjusted
EBITDA, for the second quarter 2024, and expectations regarding market conditions, strategic imperatives and profitability, including the timing of reaching sustainable positive Adjusted EBITDA and cash flow, 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, Offerpads ability to respond to general economic conditions; the health of the U.S.
residential real estate industry; Offerpads ability to grow market share in its existing markets or any new markets it may enter; Offerpads ability to manage its growth and its costs structure effectively; Offerpads ability to
accurately value and manage real estate inventory, maintain an adequate and desirable supply of real estate
inventory, and manage renovations; Offerpads ability to successfully launch new product and service offerings, and to manage, develop and refine its technology platform; Offerpads
ability to maintain and enhance its products and brand, and to attract customers; Offerpads ability to achieve and maintain profitability in the future; and the success of strategic relationships with third parties. These and other important
factors discussed under the caption Risk Factors in Offerpads Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on
February 27, 2024, and Offerpads 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
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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(in thousands, except per share data) (Unaudited) |
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2024 |
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2023 |
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2024 |
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2023 |
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Revenue |
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$ |
251,122 |
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$ |
230,147 |
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$ |
536,480 |
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$ |
839,726 |
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Cost of revenue |
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229,251 |
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207,916 |
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492,014 |
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810,210 |
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Gross profit |
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21,871 |
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22,231 |
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44,466 |
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29,516 |
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Operating expenses: |
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Sales, marketing and operating |
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20,230 |
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29,040 |
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42,682 |
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71,391 |
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General and administrative |
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10,538 |
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12,713 |
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22,493 |
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27,192 |
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Technology and development |
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964 |
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2,312 |
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2,737 |
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4,553 |
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Total operating expenses |
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31,732 |
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44,065 |
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67,912 |
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|
103,136 |
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Loss from operations |
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(9,861 |
) |
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(21,834 |
) |
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|
(23,446 |
) |
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|
(73,620 |
) |
Other income (expense): |
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|
|
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|
|
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|
|
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Change in fair value of warrant liabilities |
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(9 |
) |
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435 |
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335 |
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46 |
|
Interest expense |
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(4,581 |
) |
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(1,867 |
) |
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(9,486 |
) |
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(9,299 |
) |
Other income, net |
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615 |
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965 |
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1,369 |
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1,247 |
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Total other expense |
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(3,975 |
) |
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(467 |
) |
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(7,782 |
) |
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(8,006 |
) |
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Loss before income taxes |
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(13,836 |
) |
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(22,301 |
) |
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(31,228 |
) |
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|
(81,626 |
) |
Income tax benefit (expense) |
|
|
54 |
|
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(43 |
) |
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(69 |
) |
|
|
(165 |
) |
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Net loss |
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$ |
(13,782 |
) |
|
$ |
(22,344 |
) |
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$ |
(31,297 |
) |
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$ |
(81,791 |
) |
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Net loss per share, basic |
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$ |
(0.50 |
) |
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$ |
(0.82 |
) |
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$ |
(1.14 |
) |
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$ |
(3.21 |
) |
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Net loss per share, diluted |
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$ |
(0.50 |
) |
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$ |
(0.82 |
) |
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$ |
(1.14 |
) |
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$ |
(3.21 |
) |
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Weighted average common shares outstanding, basic |
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27,385 |
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|
27,258 |
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|
27,362 |
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|
25,470 |
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Weighted average common shares outstanding, diluted |
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27,385 |
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27,258 |
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27,362 |
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25,470 |
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OFFERPAD SOLUTIONS INC.
Condensed Consolidated Balance Sheets
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(in thousands, except par value per share) (Unaudited) |
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June 30, 2024 |
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December 31, 2023 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
56,906 |
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$ |
75,967 |
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Restricted cash |
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|
16,092 |
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|
3,967 |
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Accounts receivable |
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|
6,745 |
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|
9,935 |
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Real estate inventory |
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|
307,750 |
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|
276,500 |
|
Prepaid expenses and other current assets |
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|
3,545 |
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|
5,236 |
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|
|
|
|
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Total current assets |
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|
391,038 |
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|
|
371,605 |
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Property and equipment, net |
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|
4,492 |
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|
4,517 |
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Other non-current assets |
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|
11,095 |
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|
|
3,572 |
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|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
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$ |
406,625 |
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|
$ |
379,694 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
2,838 |
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$ |
4,946 |
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Accrued and other current liabilities |
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|
13,095 |
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|
13,859 |
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Secured credit facilities and other debt, net |
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|
271,887 |
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|
227,132 |
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Secured credit facilities and other debtrelated party |
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|
31,899 |
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|
30,092 |
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|
|
|
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|
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Total current liabilities |
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319,719 |
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|
276,029 |
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Warrant liabilities |
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136 |
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|
471 |
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Other long-term liabilities |
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|
9,203 |
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|
1,418 |
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|
|
|
|
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Total liabilities |
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|
329,058 |
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|
277,918 |
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Commitments and contingencies |
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Stockholders equity: |
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Class A common stock, $0.0001 par value; 2,000,000 shares authorized; 27,329 and 27,233
shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively |
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|
3 |
|
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|
3 |
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Additional paid in capital |
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|
506,748 |
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|
499,660 |
|
Accumulated deficit |
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|
(429,184 |
) |
|
|
(397,887 |
) |
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|
|
|
|
|
|
|
|
Total stockholders equity |
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|
77,567 |
|
|
|
101,776 |
|
|
|
|
|
|
|
|
|
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
|
$ |
406,625 |
|
|
$ |
379,694 |
|
|
|
|
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|
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OFFERPAD SOLUTIONS INC.
Condensed Consolidated Statements of Cash Flows
|
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Six Months Ended |
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|
|
June 30, |
|
($ in thousands) (Unaudited) |
|
2024 |
|
|
2023 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(31,297 |
) |
|
$ |
(81,791 |
) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
314 |
|
|
|
380 |
|
Amortization of debt financing costs |
|
|
1,153 |
|
|
|
1,980 |
|
Real estate inventory valuation adjustment |
|
|
1,168 |
|
|
|
7,454 |
|
Stock-based compensation |
|
|
7,116 |
|
|
|
3,898 |
|
Change in fair value of warrant liabilities |
|
|
(335 |
) |
|
|
(46 |
) |
Change in fair value of derivative instruments |
|
|
|
|
|
|
715 |
|
Loss on disposal of property and equipment |
|
|
29 |
|
|
|
30 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
3,190 |
|
|
|
871 |
|
Real estate inventory |
|
|
(32,418 |
) |
|
|
446,124 |
|
Prepaid expenses and other assets |
|
|
2,091 |
|
|
|
313 |
|
Accounts payable |
|
|
(2,108 |
) |
|
|
1,693 |
|
Accrued and other liabilities |
|
|
(902 |
) |
|
|
(10,126 |
) |
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operating activities |
|
|
(51,999 |
) |
|
|
371,495 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(362 |
) |
|
|
(90 |
) |
Proceeds from sale of property and equipment |
|
|
44 |
|
|
|
|
|
Purchases of derivative instruments |
|
|
|
|
|
|
(1,872 |
) |
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(318 |
) |
|
|
(1,962 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Borrowings from credit facilities and other debt |
|
|
495,955 |
|
|
|
411,990 |
|
Repayments of credit facilities and other debt |
|
|
(450,546 |
) |
|
|
(889,773 |
) |
Payment of debt financing costs |
|
|
|
|
|
|
(172 |
) |
Proceeds from exercise of stock options |
|
|
16 |
|
|
|
53 |
|
Payments for taxes related to stock-based awards |
|
|
(44 |
) |
|
|
(52 |
) |
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 |
) |
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
45,381 |
|
|
|
(387,575 |
) |
|
|
|
|
|
|
|
|
|
Net change in cash, cash equivalents and restricted cash |
|
|
(6,936 |
) |
|
|
(18,042 |
) |
Cash, cash equivalents and restricted cash, beginning of period |
|
|
79,934 |
|
|
|
140,299 |
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash, end of period |
|
$ |
72,998 |
|
|
$ |
122,257 |
|
|
|
|
|
|
|
|
|
|
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated
balance sheet: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
56,906 |
|
|
$ |
115,599 |
|
Restricted cash |
|
|
16,092 |
|
|
|
6,658 |
|
|
|
|
|
|
|
|
|
|
Total cash, cash equivalents and restricted cash |
|
$ |
72,998 |
|
|
$ |
122,257 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
Cash payments for interest |
|
$ |
12,624 |
|
|
$ |
13,932 |
|
Non-GAAP Financial Measures
In addition to Offerpads 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 Offerpads 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
Offerpads 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 Offerpads control.
Adjusted Gross Profit,
Contribution Profit, and Contribution Profit After Interest (and related margins)
To provide investors with additional information regarding
Offerpads 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 Offerpads
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 Offerpads 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 Offerpads 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 Offerpads 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 Offerpads 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 Offerpads
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 Offerpads 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. Offerpads 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 Offerpads
Adjusted Gross (Loss) Profit, Contribution (Loss) Profit and Contribution (Loss) Profit After Interest to Offerpads 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 Offerpads Gross (Loss) Profit Per Home Sold, which is the most directly comparable GAAP measure, for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
(in thousands, except percentages and homes sold, unaudited) |
|
June 30, 2024 |
|
|
March 31, 2024 |
|
|
June 30, 2023 |
|
|
June 30, 2024 |
|
|
June 30, 2023 |
|
Gross profit (GAAP) |
|
$ |
21,871 |
|
|
$ |
22,595 |
|
|
$ |
22,231 |
|
|
$ |
44,466 |
|
|
$ |
29,516 |
|
Gross margin |
|
|
8.7 |
% |
|
|
7.9 |
% |
|
|
9.7 |
% |
|
|
8.3 |
% |
|
|
3.5 |
% |
Homes sold |
|
|
742 |
|
|
|
847 |
|
|
|
650 |
|
|
|
1,589 |
|
|
|
2,259 |
|
Gross profit per home sold |
|
$ |
29.5 |
|
|
$ |
26.7 |
|
|
$ |
34.2 |
|
|
$ |
28.0 |
|
|
$ |
13.1 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate inventory valuation adjustment - current period (1) |
|
|
544 |
|
|
|
623 |
|
|
|
169 |
|
|
|
683 |
|
|
|
290 |
|
Real estate inventory valuation adjustment - prior period (2) |
|
|
(540 |
) |
|
|
(645 |
) |
|
|
(13,679 |
) |
|
|
(701 |
) |
|
|
(58,030 |
) |
Interest expense capitalized (3) |
|
|
1,420 |
|
|
|
1,669 |
|
|
|
1,358 |
|
|
|
3,089 |
|
|
|
6,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted gross profit (loss) |
|
$ |
23,295 |
|
|
$ |
24,242 |
|
|
$ |
10,079 |
|
|
$ |
47,537 |
|
|
$ |
(22,189 |
) |
Adjusted gross margin |
|
|
9.3 |
% |
|
|
8.5 |
% |
|
|
4.4 |
% |
|
|
8.9 |
% |
|
|
-2.6 |
% |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct selling costs (4) |
|
|
(6,461 |
) |
|
|
(6,969 |
) |
|
|
(5,743 |
) |
|
|
(13,430 |
) |
|
|
(23,804 |
) |
Holding costs on sales - current period
(5)(6) |
|
|
(622 |
) |
|
|
(887 |
) |
|
|
(269 |
) |
|
|
(1,869 |
) |
|
|
(1,811 |
) |
Holding costs on sales - prior period
(5)(7) |
|
|
(443 |
) |
|
|
(483 |
) |
|
|
(567 |
) |
|
|
(566 |
) |
|
|
(2,158 |
) |
Other income, net (8) |
|
|
615 |
|
|
|
754 |
|
|
|
965 |
|
|
|
1,369 |
|
|
|
1,247 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution profit (loss) |
|
$ |
16,384 |
|
|
$ |
16,657 |
|
|
$ |
4,465 |
|
|
$ |
33,041 |
|
|
$ |
(48,715 |
) |
Contribution margin |
|
|
6.5 |
% |
|
|
5.8 |
% |
|
|
1.9 |
% |
|
|
6.2 |
% |
|
|
-5.8 |
% |
Homes sold |
|
|
742 |
|
|
|
847 |
|
|
|
650 |
|
|
|
1,589 |
|
|
|
2,259 |
|
Contribution profit (loss) per home sold |
|
$ |
22.1 |
|
|
$ |
19.7 |
|
|
$ |
6.9 |
|
|
$ |
20.8 |
|
|
$ |
(21.6 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense capitalized (3) |
|
|
(1,420 |
) |
|
|
(1,669 |
) |
|
|
(1,358 |
) |
|
|
(3,089 |
) |
|
|
(6,035 |
) |
Interest expense on homes sold - current period
(9) |
|
|
(2,103 |
) |
|
|
(2,521 |
) |
|
|
(1,292 |
) |
|
|
(6,313 |
) |
|
|
(8,631 |
) |
Interest expense on homes sold - prior period
(10) |
|
|
(2,133 |
) |
|
|
(2,426 |
) |
|
|
(3,708 |
) |
|
|
(2,870 |
) |
|
|
(13,899 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution profit (loss) after interest |
|
$ |
10,728 |
|
|
$ |
10,041 |
|
|
$ |
(1,893 |
) |
|
$ |
20,769 |
|
|
$ |
(77,280 |
) |
Contribution margin after interest |
|
|
4.3 |
% |
|
|
3.5 |
% |
|
|
-0.8 |
% |
|
|
3.9 |
% |
|
|
-9.2 |
% |
Homes sold |
|
|
742 |
|
|
|
847 |
|
|
|
650 |
|
|
|
1,589 |
|
|
|
2,259 |
|
Contribution profit (loss) after interest per home sold |
|
$ |
14.5 |
|
|
$ |
11.9 |
|
|
$ |
(2.9 |
) |
|
$ |
13.1 |
|
|
$ |
(34.2 |
) |
(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 Offerpads 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 Offerpads 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 Offerpads industry or companies in other industries. Accordingly, these measures should not be
considered in isolation or as a substitute for analysis of Offerpads results as reported under GAAP.
The following table presents a reconciliation of Offerpads 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 |
|
|
Six Months Ended |
|
(in thousands, except percentages, unaudited) |
|
June 30, 2024 |
|
|
March 31, 2024 |
|
|
June 30, 2023 |
|
|
June 30, 2024 |
|
|
June 30, 2023 |
|
Net loss (GAAP) |
|
$ |
(13,782 |
) |
|
$ |
(17,515 |
) |
|
$ |
(22,344 |
) |
|
$ |
(31,297 |
) |
|
$ |
(81,791 |
) |
Net loss margin |
|
|
-5.5 |
% |
|
|
-6.1 |
% |
|
|
-9.7 |
% |
|
|
-5.8 |
% |
|
|
-9.7 |
% |
Change in fair value of warrant liabilities |
|
|
9 |
|
|
|
(344 |
) |
|
|
(435 |
) |
|
|
(335 |
) |
|
|
(46 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net loss |
|
$ |
(13,773 |
) |
|
$ |
(17,859 |
) |
|
$ |
(22,779 |
) |
|
$ |
(31,632 |
) |
|
$ |
(81,837 |
) |
Adjusted net loss margin |
|
|
(5.5% |
) |
|
|
(6.3% |
) |
|
|
(9.9% |
) |
|
|
(5.9% |
) |
|
|
(9.7% |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
4,581 |
|
|
|
4,905 |
|
|
|
1,867 |
|
|
|
9,486 |
|
|
|
9,299 |
|
Amortization of capitalized interest
(1) |
|
|
1,420 |
|
|
|
1,669 |
|
|
|
1,358 |
|
|
|
3,089 |
|
|
|
6,035 |
|
Income tax (benefit) expense |
|
|
(54 |
) |
|
|
123 |
|
|
|
43 |
|
|
|
69 |
|
|
|
165 |
|
Depreciation and amortization |
|
|
148 |
|
|
|
166 |
|
|
|
178 |
|
|
|
314 |
|
|
|
380 |
|
Amortization of stock-based compensation |
|
|
3,249 |
|
|
|
3,867 |
|
|
|
2,055 |
|
|
|
7,116 |
|
|
|
3,898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
(4,429 |
) |
|
$ |
(7,129 |
) |
|
$ |
(17,278 |
) |
|
$ |
(11,558 |
) |
|
$ |
(62,060 |
) |
Adjusted EBITDA margin |
|
|
(1.8% |
) |
|
|
(2.5% |
) |
|
|
(7.5% |
) |
|
|
(2.2% |
) |
|
|
(7.4% |
) |
(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. |
![](https://www.sec.gov/Archives/edgar/data/1825024/000119312524193922/g860459ex99_2p1g1.jpg)
Exhibit 99.2 Letter to shareholders Q2 2024
![](https://www.sec.gov/Archives/edgar/data/1825024/000119312524193922/g860459ex99_2p2g1.jpg)
A FEW THOUGHTS FROM BRIAN Dear Shareholders, In the second quarter of
2024, we delivered revenue within our guidance and achieved another quarter of incremental improvement in adjusted EBITDA. Despite the ongoing uncertainty in the macro-economy and real estate market, our disciplined approach to inventory management
has enabled us to navigate the challenging environment effectively, while marching toward sustained profitability. This discipline led to an improved gross margin for the third consecutive quarter of 8.7%. Our strategy of tightly managing our buy
box allows us to adapt quickly to market shifts. Over the last few quarters, in response to the volatile market conditions, we have adjusted our buy box, focusing on higher margins per home rather than volumes of homes. We are leveraging our
renovation expertise to add strategic value to our homes. By increasing our assumed hold times and limiting purchases in areas with high inventory, we are navigating the constraints of the current high-interest rate market. Despite market
conditions, we are proud of our unwavering commitment to providing the best possible experience for our customers. Our Net Promoter Score (NPS) of 73 and Customer Satisfaction (CSAT) score of 93% reflect our dedication to exceptional service and
commitment to our customers. As we anticipate an imminent shift to a market where inventory is less constrained and prices potentially come down – we believe our position as one of the largest home buyers in America gives us a competitive
advantage. We believe this market shift can present significant opportunities for our cash offer business. While we position our cash offer business for a market shift, we continue to grow our asset light platform services. Offerpad Renovate closed
renovation projects increased over 300% compared to the prior year, generating approximately $5 million in revenue. We’re expanding our client base, including newly added partners Freddie Mac and Fannie Mae. We also launched our Reno Captain
technology platform in several markets with plans to roll out the remaining in the third quarter. Reno Captain is being embraced by our B2B customers to enhance transparency and efficiency for them. We are expanding our partnership channels,
including a recent integration with Realtor.com, to provide cash offers directly through their platform. This collaboration has already resulted in thousands of cash offer requests, exceeding our initial expectations. Our revamped Agent Partner
Program (APP) has also shown impressive results, with agent offer requests expanding. In Q2, agent requests represented over 25% of total requests and produced nearly a third of our acquisitions. Looking forward, we continue to focus on our key
strategic imperatives of taking the friction out of real estate, advancing Offerpad’s asset-light businesses and expanding our partner ecosystem. We made progress on all of these in the quarter, while streamlining costs and improving margins.
We are well positioned for sequential improvements in Adjusted EBITDA and cash flow through the end of the year. We are confident that our disciplined, and prepared approach will position Offerpad for sustained profitability in any market condition.
Thank you for your continued support and confidence in Offerpad. We are proud of our team's ability to innovate and navigate short- term challenges while planning for long-term success. Together, we will continue to drive growth and deliver
exceptional value to our shareholders. Sincerely, Brian Bair Chairman & CEO Q2 2024 1
![](https://www.sec.gov/Archives/edgar/data/1825024/000119312524193922/g860459ex99_2p3g1.jpg)
TOTAL REVENUE ($M) & HOMES ACQUIRED $300 1,50 0 $285 $251 1,30 0
$240 $250 $234 $230 1,10 0 $200 930 900 840 831 806 $150 700 678 500 $100 300 $50 100 $0 (1 00) Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 RETURNS PER HOME SOLD Gross Profit per Home Sold Contribution Profit After Interest per Home Sold $40K $35K $30K $25K $20K
$15K $10K $5K $0K -$5K Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q2 2024 2
![](https://www.sec.gov/Archives/edgar/data/1825024/000119312524193922/g860459ex99_2p4g1.jpg)
NET INCOME (LOSS), ADJ. NET INCOME (LOSS) & ADJ. EBITDA ($M) Net
Income (Loss) Adj. Net Income (Loss) Adj. EBITDA ($4.4) ($7.0) ($7.1) ($13.3) ($13.8) ($15.3) ($17.5) ($17.3) ($13.8) ($15.4) ($20.0) ($17.9) ($22.3) ($20.1) ($22.8) Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q2 ‘24 TOTAL CONTRIBUTION MARGIN AFTER INTEREST
PER HOME SOLD $33k $(3k) $(11k) $19k $3k $14k $11k Total Contribution Net Sales Holding Selling Contribution Other Contribution Margin After Proceeds Costs Costs Margin Services Margin After Interest Interest See Appendix for a reconciliation to the
most directly comparable GAAP measure and additional information Q2 2024 3
![](https://www.sec.gov/Archives/edgar/data/1825024/000119312524193922/g860459ex99_2p5g1.jpg)
Traction in Renovations Since 2015, Offerpad’s core business model
has been buying, renovating, and selling homes. Delivering efficient and quality renovations has always been a significant contributor to the performance of our portfolio of properties. We are very proud of our commitment to excellence when it comes
to our renovations, considering we utilize in-house talent and vetted external specialists to increase quality and control. OFFERPAD-OWNED PORTFOLIO RENOVATION IMPACT SINCE INCEPTION Q2 2024 ~36k $20k Renovations completed Average cost of
renovations completed +$620m 22 days Invested into improving properties Average time for renovation completion Our expertise in renovations speaks for itself. Over time, investor clients we’ve sold homes to requested we renovate homes they
owned, knowing we deliver efficient and quality renovations. To meet that need, we built Offerpad Renovate , a sophisticated renovation operation that leverages our existing teams and technology, such as Reno Captain, to offer stand-alone renovation
services to clients who need renovations done at scale. This new business allows us to expand our market opportunities outside of just buying and selling homes. 2023 was our flagship year, and we are already building some exciting momentum. OFFERPAD
RENOVATE → THIRD PARTY RENOVATION SERVICES Q2 2024 HIGHLIGHTS 284 20 Total projects completed Markets with projects completed $4.9m 1.8 Total revenue Average days in renovation per $1k spent $17.1k Average revenue per project Q2 2024
4
![](https://www.sec.gov/Archives/edgar/data/1825024/000119312524193922/g860459ex99_2p6g1.jpg)
Q3 2024 Outlook 1 HOMES SOLD REVENUE ADJ. EBITDA 550 to $185m to
Sequential 650 $225m Improvement 1. See Non-GAAP financial measures in Appendix for an explanation of why a reconciliation of this guidance cannot be provided. Q2 2024 5
![](https://www.sec.gov/Archives/edgar/data/1825024/000119312524193922/g860459ex99_2p7g1.jpg)
APPENDIX 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 second quarter 2024, and expectations regarding profitability, including the timing of reaching sustainable positive
Adjusted EBITDA and cash flow, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “pro forma,” “may,” “should,” “could,”
“might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,”
“anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to
risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may impact such forward-looking statements include, but are not
limited to, Offerpad’s ability to respond to general economic conditions; the health of the U.S. residential real estate industry; Offerpad’s ability to grow market share in its existing markets or any new markets it may enter;
Offerpad’s ability to manage its growth and its costs structure effectively; Offerpad’s ability to accurately value and manage real estate inventory, maintain an adequate and desirable supply of real estate inventory, and manage
renovations; Offerpad’s ability to successfully launch new product and service offerings, and to manage, develop and refine its technology platform; Offerpad’s ability to maintain and enhance its products and brand, and to attract
customers; Offerpad’s ability to achieve and maintain profitability in the future; and the success of strategic relationships with third parties. These and other important factors discussed under the caption Risk Factors in Offerpad’s
Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on February 27, 2024, and Offerpad’s other reports filed with the Securities and Exchange Commission could cause actual results
to differ materially from those indicated by the forward-looking statements made in this press release. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Offerpad and its management, are
inherently uncertain. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements
will be achieved. You should not place undue reliance on forward- looking statements, which speak only as of the date they are made. Offerpad undertakes no obligation to update or revise any forward- looking statements, whether as a result of new
information, future events or otherwise, except as may be required under applicable securities laws. Q2 2024 6
![](https://www.sec.gov/Archives/edgar/data/1825024/000119312524193922/g860459ex99_2p8g1.jpg)
APPENDIX OFFERPAD SOLUTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS Three Months Ended June 30, Six Months Ended June 30, (in thousands, except per share data) 2024 2023 2024 2023 (Unaudited) Revenue $ 251,122 $ 230,147 $ 536,480 $ 839,726 Cost of revenue 229,251 207,916 492,014 810,210 Gross profit
21,871 22,231 44,466 29,516 Operating expenses: Sales, marketing and operating 20,230 29,040 42,682 71,391 General and administrative 10,538 12,713 22,493 27,192 Technology and development 964 2,312 2,737 4,553 Total operating expenses 31,732 44,065
67,912 103,136 Loss from operations (9,861) (21,834) (23,446) (73,620) Other income (expense): Change in fair value of warrant liabilities (9) 435 335 46 Interest expense (4,581) (1,867) (9,486) (9,299) Other income, net 615 965 1,369 1,247 Total
other expense (3,975) (467) (7,782) (8,006) Loss before income taxes (13,836) (22,301) (31,228) (81,626) Income tax benefit (expense) 54 (43) (69) (165) Net loss $ (13,782) $ (22,344) $ (31,297) $ (81,791) Net loss per share, basic $ (0.50) $ (0.82)
$ (1.14) $ (3.21) Net loss per share, diluted $ (0.50) $ (0.82) $ (1.14) $ (3.21) Weighted average common shares outstanding, 27,385 27,258 27,362 25,470 basic Weighted average common shares outstanding, 27,385 27,258 27,362 25,470 diluted Q2 2024
7
![](https://www.sec.gov/Archives/edgar/data/1825024/000119312524193922/g860459ex99_2p9g1.jpg)
APPENDIX OFFERPAD SOLUTIONS INC. CONDENSED CONSOLIDATED BALANCE SHEETS
As of (in thousands, except par value per share) (Unaudited) June 30, 2024 December 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 56,906 $ 75,967 Restricted cash 16,092 3,967 Accounts receivable 6,745 9,935 Real estate inventory
307,750 276,500 Prepaid expenses and other current assets 3,545 5,236 Total current assets 391,038 371,605 Property and equipment, net 4,492 4,517 Other non-current assets 11,095 3,572 TOTAL ASSETS $ 406,625 $ 379,694 LIABILITIES AND
STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 2,838 $ 4,946 Accrued and other current liabilities 13,095 13,859 Secured credit facilities and other debt, net 271,887 227,132 Secured credit facilities and other debt - related
party 31,899 30,092 Total current liabilities 319,719 276,029 Warrant liabilities 136 471 Other long-term liabilities 9,203 1,418 Total liabilities 329,058 277,918 Commitments and contingencies Stockholders’ equity: Class A common stock,
$0.0001 par value; 2,000,000 shares authorized; 27,329 and 27,233 shares issued and outstanding as of June 30, 2024 and December 31, 2023, 3 3 respectively Additional paid in capital 506,748 499,660 Accumulated deficit (429,184) (397,887) Total
stockholders’ equity 77,567 101,776 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 406,625 $ 379,694 Q2 2024 8
![](https://www.sec.gov/Archives/edgar/data/1825024/000119312524193922/g860459ex99_2p10g1.jpg)
APPENDIX OFFERPAD SOLUTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS Six Months Ended June 30, ($ in thousands) (Unaudited) 2024 2023 Cash flows from operating activities: Net loss $ (31,297) $ (81,791) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation
314 380 Amortization of debt financing costs 1,153 1,980 Real estate inventory valuation adjustment 1,168 7,454 Stock-based compensation 7,116 3,898 Change in fair value of warrant liabilities (335) (46) Change in fair value of derivative
instruments — 715 Loss on disposal of property and equipment 29 30 Changes in operating assets and liabilities: Accounts receivable 3,190 871 Real estate inventory (32,418) 446,124 Prepaid expenses and other assets 2,091 313 Accounts payable
(2,108) 1,693 Accrued and other liabilities (902) (10,126) Net cash (used in) provided by operating activities (51,999) 371,495 Cash flows from investing activities: Purchases of property and equipment (362) (90) Proceeds from sale of property and
equipment 44 — Purchases of derivative instruments — (1,872) Net cash used in investing activities (318) (1,962) Cash flows from financing activities: Borrowings from credit facilities and other debt 495,955 411,990 Repayments of credit
facilities and other debt (450,546) (889,773) Payment of debt financing costs — (172) Proceeds from exercise of stock options 16 53 Payments for taxes related to stock-based awards (44) (52) 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) Net cash
provided by (used in) by financing activities 45,381 (387,575) Net change in cash, cash equivalents and restricted cash (6,936) (18,042) Cash, cash equivalents and restricted cash, beginning of period 79,934 140,299 Cash, cash equivalents and
restricted cash, end of period $ 72,998 122,257 Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet: Cash and cash equivalents $ 56,906 115,599 Restricted cash 16,092 6,658 Total cash, cash
equivalents and restricted cash $ 72,998 122,257 Supplemental disclosure of cash flow information: Cash payments for interest $ 12,624 13,932 Q2 2024 9
![](https://www.sec.gov/Archives/edgar/data/1825024/000119312524193922/g860459ex99_2p11g1.jpg)
APPENDIX 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 ofthe 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. Q2 2024 10
![](https://www.sec.gov/Archives/edgar/data/1825024/000119312524193922/g860459ex99_2p12g1.jpg)
APPENDIX 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. Q2 2024 11
![](https://www.sec.gov/Archives/edgar/data/1825024/000119312524193922/g860459ex99_2p13g1.jpg)
APPENDIX 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 (in thousands, except
percentages June March December 31, September 30, June and homes sold, unaudited) 30, 2024 31, 2024 2023 2023 30, 2023 Gross profit $ 21,871 $ 22,595 $ 16,692 $ 23,973 $ 22,231 Gross margin 8.7% 7.9% 6.9% 10.2% 9.7% Homes sold 742 847 712 703 650
Gross profit per home sold 29.5 26.7 23.4 34.1 34.2 Adjustments: Inventory valuation adjustment – 544 623 565 918 169 current period Inventory valuation adjustment - (540) (645) (713) (318) (13,679) prior period Interest expense capitalized
1,420 1,669 964 235 1,358 Adjusted gross profit $ 23,295 $ 24,242 $ 17,508 $24,808 $ 10,079 Adjusted gross margin 9.3% 8.5% 7.3% 10.6% 4.4% Adjustments: Direct selling costs (6,461) (6,969) (5,829) (5,593) (5,743) Holding costs on sales - current
period (622) (887) (742) (453) (269) Holding costs on sales - prior period (443) (483) (285) (72) (567) Other income, net 615 754 1,065 3,837 965 Contribution profit $ 16,384 $ 16,657 $ 11,717 $ 22,527 $ 4,465 Contribution margin 6.5% 5.8% 4.9% 9.6%
1.9% Homes sold 742 847 712 703 650 Contribution profit per home sold 22.1 19.7 16.5 32.0 6.9 Adjustments: Interest expense capitalized (1,420) (1,669) (964) (235) (1,358) Interest expense on homes sold – (2,103) (2,521) (2,041) (2,622)
(1,292) current period Interest expense on homes sold – (2,133) (2,426) (1,466) (553) (3,708) prior period Contribution profit (loss) after interest $ 10,728 $ 10,041 $ 7,246 $ 19,117 $ (1,893) Contribution margin after interest 4.3% 3.5% 3.0%
8.2% -0.8% Homes sold 742 847 712 703 650 Contribution profit (loss) 14.5 11.9 10.2 27.2 (2.9) after interest per home sold Q2 2024 12
![](https://www.sec.gov/Archives/edgar/data/1825024/000119312524193922/g860459ex99_2p14g1.jpg)
APPENDIX Adjusted Net (Loss) Income 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 (in
thousands, except percentages, June March December September June unaudited) 30, 2024 31, 2024 31, 2023 30, 2023 30, 2023 Net loss (GAAP) $ (13,782) $ (17,515) $ (15,441) $ (19,986) $ (22,344) Net loss margin (5.5%) (6.1%) (6.4%) (8.5%) (9.7%)
Change in fair value of warrant 9 (344) 109 (131) (435) liabilities Adjusted net loss $ (13,772) $ (17,859) $ (15,332) $ (20,117) $ (22,779) Adjusted net loss margin (5.5%) (6.3%) (6.4%) (8.6%) (9.9%) Adjustments: Interest expense 4,581 4,905 5,154
4,406 1,867 Amortization of capitalized 1,420 1,669 964 235 1,358 (1) interest Income tax (benefit) expense (54) 123 (8) 6 43 Depreciation and amortization 148 166 172 175 178 Amortization of stock-based 3,249 3,867 2,000 2,017 2,055 compensation
Adjusted EBITDA (4,428) (7,129) (7,050) (13,277) (17,278) Adjusted EBITDA margin (1.8%) (2.5%) (2.9%) (5.7%) (7.5%) 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. Q2 2024 13
![](https://www.sec.gov/Archives/edgar/data/1825024/000119312524193922/g860459ex99_2p15g1.jpg)
Q2 2024 LETTER TO SHAREHOLDERS investor.offerpad.com
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Offerpad Solutions (NYSE:OPAD)
過去 株価チャート
から 8 2024 まで 9 2024
Offerpad Solutions (NYSE:OPAD)
過去 株価チャート
から 9 2023 まで 9 2024