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)

 

 

 

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

(Commission

File Number)

  (IRS Employer
Identification No.)

 

2150 E. Germann Road

Suite 1

 
Chandler, Arizona   85286
(Address of Principal Executive Offices)   (Zip Code)

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

N/A

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

 

 

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

 

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

 

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

 

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

 

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

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

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

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

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

Emerging growth company 

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

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On 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

 

Exhibit
Number

  

Exhibit Description

99.1    Press Release of Offerpad Solutions Inc. dated August 5, 2024
99.2    Offerpad Solutions Inc. Shareholder Letter dated August 5, 2024
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


SIGNATURES

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

 

      Offerpad Solutions Inc.
Date: August 5, 2024     By:  

/s/ Peter Knag

     

Peter Knag

Chief Financial Officer

Exhibit 99.1

 

LOGO

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, Offerpad’s 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:

 

   

Improved Net Loss and Adjusted EBITDA 38% and 74%, respectively, from the prior year

 

   

Gross margin of 8.7%, up 80bps from 7.9% in the prior quarter

 

   

Gross profit per home sold of $29.5k, up 10% from the prior quarter

 

   

Contribution profit after interest per home sold of $14.5k, up 22% from the prior quarter

 

   

Time to Cash for homes sold in the quarter of 106 days, down from 138 the prior year

 

   

Inventory owned 180+ days ended the quarter at 5.1% down from 8.5% the prior quarter

 

   

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

 

   

Requests from Offerpad’s Agent Partnership Program grew to 25% of total, driving most efficient Customer Acquisition Cost (CAC) since Q2’22

“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, Offerpad’s chief financial officer. “Offerpad’s 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)

 

     Q2 2024      Q1 2024      Percentage
Change
 

Homes acquired

     831        806        3

Homes sold

     742        847        (12 %) 

Revenue

   $ 251.1M      $ 285.4M        (12 %) 

Gross profit

   $ 21.9M      $ 22.6M        (3 %) 

Net loss

   ($ 13.8M    ($ 17.5M      21

Adjusted EBITDA

   ($ 4.4M    ($ 7.1M      38

Diluted Net Loss per Share

   ($ 0.50    ($ 0.64      22

Gross profit per home sold

   $ 29,500      $ 26,700        10

Contribution profit after interest per home sold

   $ 14,500      $ 11,900        22

Cash and cash equivalents

   $ 56.9M      $ 68.6M        (17 %) 

Q2 2024 Financial Results (year over year)

 

     Q2 2024      Q2 2023      Percentage
Change
 

Homes acquired

     831        840        (1 %) 

Homes sold

     742        650        14

Revenue

   $ 251.1M      $ 230.1M        9

Gross profit

   $ 21.9M      $ 22.2M        (2 %) 

Net loss

   ($ 13.8M    ($ 22.3M      38

Adjusted EBITDA

   ($ 4.4M    ($ 17.3M      74

Diluted Net Loss per Share

   ($ 0.50    ($ 0.82      39

Gross profit per home sold

   $ 29,500      $ 34,200        (14 %) 

Contribution profit (loss) after interest per home sold

   $ 14,500      ($ 2,900      n.a.  

Cash and cash equivalents

   $ 56.9M      $ 115.6M        (51 %) 

Additional information regarding Offerpad’s second quarter 2024 financial results and management commentary can be found by accessing the Company’s 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:

 

     Q3 2024 Outlook

Homes Sold

   550 to 650

Revenue

   $185M to $225M

Adjusted EBITDA1

   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 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, 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, we’ve 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 Offerpad’s future financial or operating performance. For example, statements regarding Offerpad’s 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, 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.


OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Operations

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
(in thousands, except per share data) (Unaudited)    2024     2023     2024     2023  

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, basic

     27,385       27,258       27,362       25,470  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding, diluted

     27,385       27,258       27,362       25,470  
  

 

 

   

 

 

   

 

 

   

 

 

 


OFFERPAD SOLUTIONS INC.

Condensed Consolidated Balance Sheets

 

(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, respectively

     3       3  

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  
  

 

 

   

 

 

 


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) 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 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     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 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     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.

Exhibit 99.2 Letter to shareholders Q2 2024


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


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


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


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


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


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


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


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


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


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


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


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


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


Q2 2024 LETTER TO SHAREHOLDERS investor.offerpad.com

v3.24.2.u1
Document and Entity Information
Aug. 05, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001825024
Document Type 8-K
Document Period End Date Aug. 05, 2024
Entity Registrant Name Offerpad Solutions Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-39641
Entity Tax Identification Number 85-2800538
Entity Address, Address Line One 2150 E. Germann Road
Entity Address, Address Line Two Suite 1
Entity Address, City or Town Chandler
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85286
City Area Code (844)
Local Phone Number 388-4539
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Class A common stock, $0.0001 par value per share
Trading Symbol OPAD
Security Exchange Name NYSE
Entity Emerging Growth Company false

Offerpad Solutions (NYSE:OPAD)
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