8-K
Offerpad Solutions Inc. (OPAD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 01, 2023
Offerpad Solutions Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-39641 | 85-2800538 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 2150 E. Germann Road<br> <br>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<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Class A common stock, $0.0001 par value per share | OPAD | The New York Stock Exchange |
| Warrants to purchase Class A common stock | OPADWS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 1, 2023, Offerpad Solutions Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2023 and a Shareholder Letter. A copy of the press release and the Shareholder Letter are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.
The information in this Item 2.02, including the information contained in Exhibit 99.1 and Exhibit 99.2 of this Current Report on Form 8-K, is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br>Number | Exhibit Description |
|---|---|
| 99.1 | Press Release of Offerpad Solutions Inc. dated November 1, 2023 |
| 99.2 | Offerpad Solutions Inc. Shareholder Letter dated November 1, 2023 |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Offerpad Solutions Inc. | ||
|---|---|---|
| Date: November 1, 2023 | By: | /s/ Jawad Ahsan |
| Jawad Ahsan<br> <br>Chief Financial Officer |
EX-99.1
Exhibit 99.1
Offerpad Reports Third Quarter 2023 Results
Revenue of $234.2 million up from the second quarter and in line with guidance
Company expects to achieve sustainable Adj EBITDA profitability in 2024
CHANDLER, Ariz.—(BUSINESS WIRE)— Offerpad Solutions Inc. (“Offerpad”) (NYSE: OPAD), a leading tech-enabled platform for residential real estate, today released financial results for the three months ended September 30, 2023.
“We are pleased that we met both top and bottom-line expectations in the third quarter, despite a continued difficult macro environment. We are particularly proud of our expanding contribution margin,” said Brian Bair, Offerpad’s chairman and CEO. “We have proven we can perform in a difficult market, and we have exciting opportunities ahead of us. We are well positioned for further solid performance in 2024 as we take the friction out of real estate.”
“The third quarter marked my first full quarter with Offerpad. I’m very impressed with the team and pleased with our progress,” said Jawad Ahsan, Offerpad’s chief financial officer. “We have further refined our path to sustainable Adjusted EBITDA profitability in 2024 and beyond, while optimizing three key priorities. These include ensuring the business is on a path to become profitable and self-sustaining; future proofing to mitigate against macro volatility; and, better aligning our marketing strategy with our customer behavior. I look forward to sharing our progress over the coming quarters.”
Third quarter highlights include:
| • | Attained a customer satisfaction score of 91% and NPS of 63%, reflecting Offerpad’s commitment to delighting<br>its customers. |
|---|---|
| • | Reported our highest Gross Margin since Q2 2021, which rose 57 basis points quarter over quarter from 9.7% to<br>10.2%. |
| --- | --- |
| • | Contribution margin after interest rose nearly 900 basis points quarter over quarter from (0.8%) to 8.2%, of<br>which one third was driven by asset-light products. |
| --- | --- |
| • | Announced a program with Anywhere Real Estate, the largest franchisor of real estate brands in the world, to<br>expand our giant network of agent partners with thousands of additional certified agents nationwide. |
| --- | --- |
| • | Refined the Offerpad roadmap and optimized the organization to move toward sustainable Adjusted EBITDA<br>profitability in 2024. |
| --- | --- |
Third Quarter 2023 Financial Results – compared with the prior quarter:
| • | Revenue was $234 million compared to $230 million |
|---|---|
| • | Gross Profit increased to $24 million from $22 million |
| --- | --- |
| • | Net Loss improved to ($20.0) million from ($22.3) million |
| --- | --- |
| • | Adjusted EBITDA improved to ($13.3) million from ($17.3) million |
| --- | --- |
| • | Diluted Loss Per Share improved to ($0.73) from ($0.82) |
| --- | --- |
Q3 2023 Financial Results (quarter over quarter)
| Q3 2023 | Q2 2023 | PercentageChange | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Homes acquired | 930 | 840 | 11 | % | |||||
| Homes sold | 703 | 650 | 8 | % | |||||
| Revenue | $ | 234.2M | $ | 230.1M | 2 | % | |||
| Gross profit | $ | 24.0M | $ | 22.2M | 8 | % | |||
| Net loss | ($ | 20.0M | ) | ($ | 22.3M | ) | 11 | % | |
| Adjusted EBITDA | ($ | 13.3M | ) | ($ | 17.3M | ) | 23 | % | |
| Gross profit per home sold | $ | 34,100 | $ | 34,200 | 0 | % | |||
| Contribution profit (loss) after interest per home sold | $ | 27,200 | ($ | 2,900 | ) | n.a. | |||
| Cash and cash equivalents | $ | 106.0M | $ | 115.6M | (8 | %) |
Q3 2023 Financial Results (year over year)
| Q3 2023 | Q3 2022 | PercentageChange | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Homes acquired | 930 | 1,847 | (50 | %) | |||||
| Homes sold | 703 | 2,280 | (69 | %) | |||||
| Revenue | $ | 234.2M | $ | 821.7M | (71 | %) | |||
| Gross profit | $ | 24.0M | $ | 2.2M | 1010 | % | |||
| Net loss | ($ | 20.0M | ) | ($ | 80.0M | ) | 75 | % | |
| Adjusted EBITDA | ($ | 13.3M | ) | ($ | 64.3M | ) | 79 | % | |
| Gross profit per home sold | $ | 34,100 | $ | 900 | 3501 | % | |||
| Contribution profit (loss) after interest per home sold | $ | 27,200 | ($ | 4,500 | ) | n.a. | |||
| Cash and cash equivalents | $ | 106.0M | $ | 196.8M | (46 | %) |
Additional information regarding Offerpad’s third quarter 2023 financial results and management commentary can be found by accessing the Company’s Quarterly Letter to Shareholders on the Offerpad investor relations website.
Fourth Quarter 2023 Outlook
Offerpad is providing its fourth quarter outlook for 2023 as follows:
| Q4 2023 Outlook | |
|---|---|
| Homes Sold | 700 – 800 |
| Revenue | $230M – $270M |
| Adjusted EBITDA^1^ | ($10)M – $0M |
| ^1^ | See Non-GAAP financial measures below for an explanation of why a<br>reconciliation of this guidance cannot be provided. |
| --- | --- |
Conference Call and Webcast Details
Offerpad Chairman and CEO Brian Bair and CFO Jawad Ahsan will host a conference call and accompanying webcast on November 1, 2023, at 4:30 p.m. ET. The webcast can be accessed on Offerpad’s Investor Relations website. Those interested can register here. Access to a replay of the webcast will be available from the same website address shortly after the live webcast concludes.
About Offerpad
Offerpad’s mission is to deliver the best home buying and selling experience. From cash offers and flexible listing options to mortgages and buyer services, Offerpad has been helping homeowners since 2015. We pair our local expertise in residential real estate with proprietary technology to put you in control of the process and help find the right solution that fits your needs. Visit Offerpad.com for more information.
#OPAD_IR
Contacts
Investors
Investors@offerpad.com
Media
Press@offerpad.com
Forward-Looking Statements
Certain statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Offerpad’s future financial or operating performance. For example, statements regarding Offerpad’s financial outlook, including homes sold and Adjusted EBITDA, for the fourth quarter 2023, and expectations regarding profitability, including the timing of reaching sustainable positive Adjusted EBITDA, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “pro forma,” “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or
similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may impact such forward-looking statements include, but are not limited to, Offerpad’s ability to respond to general economic conditions; the health of the U.S. residential real estate industry; Offerpad’s ability to grow market share in its existing markets or any new markets it may enter; Offerpad’s ability to manage its growth effectively; Offerpad’s ability to accurately value and manage inventory, and to maintain an adequate and desirable supply of inventory; Offerpad’s ability to successfully launch new product and service offerings, and to manage, develop and refine its technology platform; Offerpad’s ability to maintain and enhance its products and brand, and to attract customers; Offerpad’s ability to achieve and maintain profitability in the future; the success of strategic relationships with third parties; and Offerpad’s failure to meet the New York Stock Exchange’s continued listing standards. These and other important factors discussed under the caption “Risk Factors” in Offerpad’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on February 28, 2023, and Offerpad’s other reports filed with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Offerpad and its management, are inherently uncertain. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Offerpad undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
OFFERPAD SOLUTIONS INC.
Condensed Consolidated Statements of Operations
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| (in thousands, except per share data) (Unaudited) | 2023 | 2022 | 2023 | 2022 | ||||||||
| Revenue | $ | 234,228 | $ | 821,732 | $ | 1,073,954 | $ | 3,275,100 | ||||
| Cost of revenue | 210,255 | 819,573 | 1,020,465 | 3,047,818 | ||||||||
| Gross profit | 23,973 | 2,159 | 53,489 | 227,282 | ||||||||
| Operating expenses: | ||||||||||||
| Sales, marketing and operating | 27,235 | 55,043 | 98,626 | 190,170 | ||||||||
| General and administrative | 14,124 | 14,640 | 41,316 | 45,418 | ||||||||
| Technology and development | 2,156 | 2,687 | 6,709 | 9,112 | ||||||||
| Total operating expenses | 43,515 | 72,370 | 146,651 | 244,700 | ||||||||
| Loss from operations | (19,542 | ) | (70,211 | ) | (93,162 | ) | (17,418 | ) | ||||
| Other income (expense): | ||||||||||||
| Change in fair value of warrant liabilities | 131 | 1,961 | 177 | 20,162 | ||||||||
| Interest expense | (4,406 | ) | (15,889 | ) | (13,705 | ) | (30,856 | ) | ||||
| Other income, net | 3,837 | 643 | 5,084 | 671 | ||||||||
| Total other expense | (438 | ) | (13,285 | ) | (8,444 | ) | (10,023 | ) | ||||
| Loss before income taxes | (19,980 | ) | (83,496 | ) | (101,606 | ) | (27,441 | ) | ||||
| Income tax (expense) benefit | (6 | ) | 3,474 | (171 | ) | (35 | ) | |||||
| Net loss | $ | (19,986 | ) | $ | (80,022 | ) | $ | (101,777 | ) | $ | (27,476 | ) |
| Net loss per share, basic | $ | (0.73 | ) | $ | (4.86 | ) | $ | (3.90 | ) | $ | (1.69 | ) |
| Net loss per share, diluted | $ | (0.73 | ) | $ | (4.86 | ) | $ | (3.90 | ) | $ | (1.69 | ) |
| Weighted average common shares outstanding, basic | 27,276 | 16,477 | 26,079 | 16,293 | ||||||||
| Weighted average common shares outstanding, diluted | 27,276 | 16,477 | 26,079 | 16,293 |
OFFERPAD SOLUTIONS INC.
Condensed Consolidated Balance Sheets
| December 31, | |||||
|---|---|---|---|---|---|
| (in thousands, except par value per share) (Unaudited) | 2022 | ||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 105,999 | $ | 97,241 | ||
| Restricted cash | 7,409 | 43,058 | |||
| Accounts receivable | 3,874 | 2,350 | |||
| Real estate inventory | 289,597 | 664,697 | |||
| Prepaid expenses and other current assets | 6,464 | 6,833 | |||
| Total current assets | 413,343 | 814,179 | |||
| Property and equipment, net | 4,698 | 5,194 | |||
| Other non-current assets | 4,106 | 5,696 | |||
| TOTAL ASSETS | 422,147 | $ | 825,069 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 6,359 | $ | 4,647 | ||
| Accrued and other current liabilities | 22,465 | 28,252 | |||
| Secured credit facilities and other debt, net | 237,921 | 605,889 | |||
| Secured credit facilities and other debt - related party | 37,854 | 60,176 | |||
| Total current liabilities | 304,599 | 698,964 | |||
| Warrant liabilities | 362 | 539 | |||
| Other long-term liabilities | 1,969 | 3,689 | |||
| Total liabilities | 306,930 | 703,192 | |||
| Commitments and contingencies | |||||
| Stockholders’ equity: | |||||
| Class A common stock, 0.0001 par value; 2,000,000 shares authorized; 27,233 and 15,491<br>shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 3 | 2 | |||
| Class B common stock, zero shares authorized, issued and outstanding as of September 30,<br>2023; and 0.0001 par value, 20,000 shares authorized; 988 shares issued and outstanding as of December 31, 2022 | — | — | |||
| Additional paid in capital | 497,660 | 402,544 | |||
| Accumulated deficit | (382,446 | ) | (280,669 | ) | |
| Total stockholders’ equity | 115,217 | 121,877 | |||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 422,147 | $ | 825,069 |
All values are in US Dollars.
OFFERPAD SOLUTIONS INC.
Condensed Consolidated Statements of Cash Flows
| Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, | ||||||
| ($ in thousands) (Unaudited) | 2023 | 2022 | ||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (101,777 | ) | $ | (27,476 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||
| Depreciation | 556 | 764 | ||||
| Amortization of debt financing costs | 3,080 | 2,160 | ||||
| Real estate inventory valuation adjustment | 8,372 | 49,734 | ||||
| Stock-based compensation | 5,915 | 6,293 | ||||
| Change in fair value of warrant liabilities | (177 | ) | (20,162 | ) | ||
| Change in fair value of derivative instruments | (1,994 | ) | — | |||
| Loss on disposal of property and equipment | 30 | — | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (1,524 | ) | (2,956 | ) | ||
| Real estate inventory | 366,728 | (101,208 | ) | |||
| Prepaid expenses and other assets | 3,541 | (2,988 | ) | |||
| Accounts payable | 1,712 | 1,444 | ||||
| Accrued and other liabilities | (7,507 | ) | 2,471 | |||
| Net cash provided by (used in) operating activities | 276,955 | (91,924 | ) | |||
| Cash flows from investing activities: | ||||||
| Purchases of property and equipment | (90 | ) | (917 | ) | ||
| Purchases of derivative instruments | (2,569 | ) | — | |||
| Proceeds from sale of derivative instruments | 2,981 | — | ||||
| Net cash provided by (used in) investing activities | 322 | (917 | ) | |||
| Cash flows from financing activities: | ||||||
| Borrowings from credit facilities and other debt | 687,715 | 2,889,790 | ||||
| Repayments of credit facilities and other debt | (1,080,821 | ) | (2,771,861 | ) | ||
| Payment of debt financing costs | (264 | ) | (466 | ) | ||
| Borrowings from warehouse lending facility | 21,951 | — | ||||
| Repayments of warehouse lending facility | (21,951 | ) | — | |||
| Proceeds from issuance of pre-funded warrants | 90,000 | — | ||||
| Proceeds from exercise of pre-funded warrants | 11 | — | ||||
| Issuance cost of pre-funded warrants | (784 | ) | — | |||
| Proceeds from exercise of stock options | 53 | 4,898 | ||||
| Payments for taxes related to stock-based awards | (78 | ) | (285 | ) | ||
| Net cash (used in) provided by financing activities | (304,168 | ) | 122,076 | |||
| Net change in cash, cash equivalents and restricted cash | (26,891 | ) | 29,235 | |||
| Cash, cash equivalents and restricted cash, beginning of period | 140,299 | 194,433 | ||||
| Cash, cash equivalents and restricted cash, end of period | $ | 113,408 | $ | 223,668 | ||
| Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidatedbalance sheet: | ||||||
| Cash and cash equivalents | $ | 105,999 | $ | 196,838 | ||
| Restricted cash | 7,409 | 26,830 | ||||
| Total cash, cash equivalents and restricted cash | $ | 113,408 | $ | 223,668 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Cash payments for interest | $ | 23,406 | $ | 36,536 |
Non-GAAP Financial Measures
In addition to Offerpad’s results of operations above, Offerpad reports certain financial measures that are not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). These measures have limitations as analytical tools when assessing Offerpad’s operating performance and should not be considered in isolation or as a substitute for GAAP measures, including gross profit and net income.
Offerpad may calculate or present its non-GAAP financial measures differently than other companies who report measures with similar titles and, as a result, the non-GAAP financial measures Offerpad reports may not be comparable with those of companies in Offerpad’s industry or in other industries. Offerpad has not provided a quantitative reconciliation of forecasted Adjusted EBITDA to forecasted net income (loss) within this press release because Offerpad is unable to calculate certain reconciling items without making unreasonable efforts. These items, which include, but are not limited to, stock-based compensation with respect to future grants and forfeitures, could materially affect the computation of forward-looking net income (loss), are inherently uncertain and depend on various factors, some of which are outside of Offerpad’s control.
Adjusted Gross Profit,Contribution Profit, and Contribution Profit After Interest (and related margins)
To provide investors with additional information regarding Offerpad’s margins, Offerpad has included Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest (and related margins), which are non-GAAP financial measures. Offerpad believes that Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest are useful financial measures for investors as they are used by management in evaluating unit level economics and operating performance across Offerpad’s markets. Each of these measures is intended to present the economics related to homes sold during a given period. Offerpad does so by including revenue generated from homes sold (and ancillary services) in the period and only the expenses that are directly attributable to such home sales, even if such expenses were recognized in prior periods, and excluding expenses related to homes that remain in real estate inventory as of the end of the period presented. Contribution Profit provides investors a measure to assess Offerpad’s ability to generate returns on homes sold during a reporting period after considering home acquisition costs, renovation and repair costs, and adjusting for holding costs and selling costs. Contribution Profit After Interest further impacts gross profit by including interest costs (including senior and mezzanine secured credit facilities) attributable to homes sold during a reporting period. Offerpad believes these measures facilitate meaningful period over period comparisons and illustrate Offerpad’s ability to generate returns on assets sold after considering the costs directly related to the assets sold in a presented period.
Adjusted Gross Profit, Contribution Profit and Contribution Profit After Interest (and related margins) are supplemental measures of Offerpad’s operating performance and have limitations as analytical tools. For example, these measures include costs that were recorded in prior periods under GAAP and exclude, in connection with homes held in real estate inventory at the end of the period, costs required to be recorded under GAAP in the same period.
Accordingly, these measures should not be considered in isolation or as a substitute for analysis of Offerpad’s results as reported under GAAP. Offerpad includes a reconciliation of these measures to the most directly comparable GAAP financial measure, which is gross profit.
Adjusted Gross Profit / Margin
Offerpad calculates Adjusted Gross Profit as gross profit under GAAP adjusted for (1) net real estate inventory valuation adjustment plus (2) interest expense associated with homes sold in the presented period and recorded in cost of revenue. Net real estate inventory valuation adjustment is calculated by adding back the real estate inventory valuation adjustment charges recorded during the period on homes that remain in real estate inventory at period end and subtracting the real estate inventory valuation adjustment charges recorded in prior periods on homes sold in the current period. Offerpad defines Adjusted Gross Margin as Adjusted Gross Profit as a percentage of revenue.
Offerpad views this metric as an important measure of business performance, as it captures gross margin performance isolated to homes sold in a given period and provides comparability across reporting periods. Adjusted Gross Profit helps management assess performance across the key phases of processing a home (acquisitions, renovations, and resale) for a specific resale cohort.
Contribution Profit / Margin
Offerpad calculates Contribution Profit as Adjusted Gross Profit, minus (1) direct selling costs incurred on homes sold during the presented period, minus (2) holding costs incurred in the current period on homes sold during the period recorded in sales, marketing, and operating, minus (3) holding costs incurred in prior periods on homes sold in the current period recorded in sales, marketing, and operating, plus (4) other income, net which is primarily comprised of interest income earned on our cash and cash equivalents and fair value adjustments of derivative financial instruments. The composition of Offerpad’s holding costs is described in the footnotes to the reconciliation table below. Offerpad defines Contribution Margin as Contribution Profit as a percentage of revenue.
Offerpad views this metric as an important measure of business performance as it captures the unit level performance isolated to homes sold in a given period and provides comparability across reporting periods. Contribution Profit helps management assess inflows and outflow directly associated with a specific resale cohort.
Contribution Profit / Margin After Interest
Offerpad defines Contribution Profit After Interest as Contribution Profit, minus (1) interest expense associated with homes sold in the presented period and recorded in cost of revenue, minus (2) interest expense associated with homes sold in the presented period, recorded in costs of sales, and previously excluded from Adjusted Gross Profit, and minus (3) interest expense under Offerpad’s senior and mezzanine secured credit facilities incurred on homes sold during the period. This includes interest expense recorded in prior periods in which the sale occurred. Offerpad’s senior and mezzanine secured credit facilities are secured by their homes in real estate inventory and drawdowns are made on a per-home basis at the time of purchase and are required to be repaid at the time the homes are sold. Offerpad defines Contribution Margin After Interest as Contribution Profit After Interest as a percentage of revenue.
Offerpad views this metric as an important measure of business performance. Contribution Profit After Interest helps management assess Contribution Margin performance, per above, when fully burdened with costs of financing.
The following tables present a reconciliation of Offerpad’s Adjusted Gross (Loss) Profit, Contribution (Loss) Profit and Contribution (Loss) Profit After Interest to Offerpad’s Gross (Loss) Profit, which is the most directly comparable GAAP measure, and Contribution (Loss) Profit Per Home Sold and Contribution (Loss) Profit After Interest Per Home Sold to Offerpad’s Gross (Loss) Profit Per Home Sold, which is the most directly comparable GAAP measure, for the periods indicated:
| Three Months Ended<br>September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except percentages and homes sold, unaudited) | 2023 | 2022 | 2023 | 2022 | ||||||||
| Gross profit (GAAP) | $ | 23,973 | **** | $ | 2,159 | **** | $ | 53,489 | **** | $ | 227,282 | **** |
| Gross margin | 10.2 | % | 0.3 | % | 5.0 | % | 6.9 | % | ||||
| Homes sold | 703 | 2,280 | 2,962 | 8,770 | ||||||||
| Gross profit per home sold | $ | 34.1 | **** | $ | 0.9 | **** | $ | 18.1 | **** | $ | 25.9 | **** |
| Adjustments: | ||||||||||||
| Real estate inventory valuation adjustment - current period (1) | 918 | 27,529 | 985 | 39,807 | ||||||||
| Real estate inventory valuation adjustment - prior period (2) | (318 | ) | (8,955 | ) | (58,125 | ) | (1,205 | ) | ||||
| Interest expense capitalized (3) | 235 | 2,508 | 6,270 | 9,579 | ||||||||
| Adjusted gross profit | $ | 24,808 | **** | $ | 23,241 | **** | $ | 2,619 | **** | $ | 275,463 | **** |
| Adjusted gross margin | 10.6 | % | 2.8 | % | 0.2 | % | 8.4 | % | ||||
| Adjustments: | ||||||||||||
| Direct selling costs (4) | (5,593 | ) | (21,419 | ) | (29,396 | ) | (76,797 | ) | ||||
| Holding costs on sales - current period (5)(6) | (453 | ) | (1,765 | ) | (2,328 | ) | (5,884 | ) | ||||
| Holding costs on sales - prior period (5)(7) | (72 | ) | (405 | ) | (2,166 | ) | (916 | ) | ||||
| Other income, net (8) | 3,837 | 643 | 5,084 | 671 | ||||||||
| Contribution profit (loss) | $ | 22,527 | **** | $ | 295 | **** | $ | (26,187 | ) | $ | 192,537 | **** |
| Contribution margin | 9.6 | % | 0.0 | % | (2.4 | )% | 5.9 | % | ||||
| Homes sold | 703 | 2,280 | 2,962 | 8,770 | ||||||||
| Contribution profit (loss) per home sold | $ | 32.0 | **** | $ | 0.1 | **** | $ | (8.8 | ) | $ | 22.0 | **** |
| Adjustments: | ||||||||||||
| Interest expense capitalized (3) | (235 | ) | (2,508 | ) | (6,270 | ) | (9,579 | ) | ||||
| Interest expense on homes sold - current period (9) | (2,622 | ) | (5,707 | ) | (11,782 | ) | (19,225 | ) | ||||
| Interest expense on homes sold - prior period (10) | (554 | ) | (2,382 | ) | (13,924 | ) | (3,733 | ) | ||||
| Contribution profit (loss) after interest | $ | 19,116 | **** | $ | (10,301 | ) | $ | (58,163 | ) | $ | 160,000 | **** |
| Contribution margin after interest | 8.2 | % | (1.3 | )% | (5.4 | )% | 4.9 | % | ||||
| Homes sold | 703 | 2,280 | 2,962 | 8,770 | ||||||||
| Contribution profit (loss) after interest per home sold | $ | 27.2 | **** | $ | (4.5 | ) | $ | (19.6 | ) | $ | 18.2 | **** |
| (1) | Real estate inventory valuation adjustment – current period is the real estate inventory valuation<br>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<br>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<br>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<br>primarily includes broker commissions and title and escrow closing fees. | |||||||||||
| --- | --- | |||||||||||
| (5) | Holding costs primarily include insurance, utilities, homeowners association dues, property taxes, cleaning,<br>and maintenance costs. | |||||||||||
| --- | --- | |||||||||||
| (6) | Represents holding costs incurred on homes sold in the period presented and expensed to Sales, marketing, and<br>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,<br>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<br>adjustments of derivative financial instruments. | |||||||||||
| --- | --- | |||||||||||
| (9) | Represents both senior and mezzanine interest expense incurred on homes sold in the period presented and<br>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<br>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<br>September 30, | Nine Months Ended<br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except percentages, unaudited) | 2023 | 2022 | 2023 | 2022 | ||||||||
| Net loss (GAAP) | $ | (19,986 | ) | $ | (80,022 | ) | $ | (101,777 | ) | $ | (27,476 | ) |
| Change in fair value of warrant liabilities | (131 | ) | (1,961 | ) | (177 | ) | (20,162 | ) | ||||
| Adjusted net loss | $ | (20,117 | ) | $ | (81,983 | ) | $ | (101,954 | ) | $ | (47,638 | ) |
| Adjusted net loss margin | (8.6 | )% | (10.0 | )% | (9.5 | )% | (1.5 | )% | ||||
| Adjustments: | ||||||||||||
| Interest expense | 4,406 | 15,889 | 13,705 | 30,856 | ||||||||
| Amortization of capitalized interest (1) | 235 | 2,508 | 6,270 | 9,579 | ||||||||
| Income tax expense (benefit) | 6 | (3,474 | ) | 171 | 35 | |||||||
| Depreciation and amortization | 175 | 515 | 556 | 764 | ||||||||
| Amortization of stock-based compensation | 2,017 | 2,265 | 5,915 | 6,293 | ||||||||
| Adjusted EBITDA | $ | (13,278 | ) | $ | (64,280 | ) | $ | (75,337 | ) | $ | (111 | ) |
| Adjusted EBITDA margin | (5.7 | )% | (7.8 | )% | (7.0 | )% | (0.0 | )% | ||||
| (1) | Amortization of capitalized interest represents all interest related costs, including senior and mezzanine<br>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. | |||||||||||
| --- | --- |
EX-99.2
Exhibit 99.2
DEAR SHAREHOLDERS,
I’d first like to sincerely thank our Offerpad teams who delivered strong execution amidst a tough macro environment, enabling us to achieve both our top and bottom-line guidance in the third quarter. We are gratified by their contribution, resiliency, and their willingness to join us on our journey back to growth.
While we are pleased with our third quarter financial performance, we are even more excited about the measurable progress we made in executing against our three strategic imperatives of: removing the friction from real estate transactions; focusing on our asset light product lines to offer a software enabled end-to-end real estate platform; and expanding our partner ecosystem to enhance our scope and scale. Let me give you some examples of how we supported these imperatives within the third quarter.
We introduced a 4.99% mortgage rate buy-down program, allowing more buyers to purchase an Offerpad home while saving hundreds of dollars per month in mortgage costs. This powerful tool substantially increases the affordability of our homes and, in early days, is already motivating our buyers. This program is a great example of how we are proactively and nimbly navigating the market, despite burgeoning interest rates.
Over the last two quarters, almost 50 percent of transactions came from our new asset light services including Direct Plus, Renovate, and Flex Listing Service. These transactions also drove one third of our contribution margin after interest – which grew nearly three-fold from ($10M) in the third quarter of 2022 to $19M this quarter. Our Renovation solution is leading the way in our platform and revenue diversification.
We are already one of the largest renovation companies in the United States and just expanded our reach to enable third-party businesses to leverage Offerpad’s renovation expertise and efficiency. Less than a year in, we already have nearly 50 B2B renovation clients in our active markets. In the third quarter, we saw an over 125 percent increase in closed renovations versus the prior quarter, and anticipate that this offering will increasingly become a key driver of our business.
We have built long-standing relationships with 15 of the top 20 home builders in the U.S., national real estate companies, and third-party real estate agents through our Agent Partnership Program. On top of those existing partnerships, in October, we announced a national program in collaboration with Anywhere Real Estate to extend Offerpad’s reach outside of our normal coverage areas, allowing us to serve customers through coordination with agents affiliated with the Anywhere Leads Network.
These are just a few of the many recent initiatives that support our strategic imperatives as we move to a true software-enabled, end-to-end real estate platform. Foundational to the success of our strategy are the efforts we took in the quarter – under the leadership of Jawad Ahsan, our new CFO – to optimize and align Offerpad’s organization and business model for the long-term. To this end, we have sharpened our operational focus on ensuring that the business is on a path to be profitable and self-sustaining; future proofed against another downturn in housing or rate shock; and have complete alignment between our marketing strategy and our customer behavior.
With these clear mandates, I’m excited to share our progress along the journey, as we disrupt the way real estate works.
Brian Bair | Chairman and CEO
1 | Q3 2023
TOTAL REVENUE ($M) & Homes Acquired
RETURNS PER HOME SOLD
NET INCOME (LOSS), ADJ. NET INCOME (LOSS) &ADJ. EBITDA ($M)
2 | Q3 2023
Q3’23 Total Contribution Margin After Interest Per Home Sold
See Appendix for a reconciliation to the most directly comparable GAAP measure and additional information.
3 | Q3 2023
FOURTH QUARTER 2023 OUTLOOK
| ^1^ | See Non-GAAP financial measures in Appendix for an explanation of why a<br>reconciliation of this guidance cannot be provided. |
|---|
4 | Q3 2023
APPENDIX
Certain statements in this shareholder letter may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Offerpad’s future financial or operating performance. For example, statements regarding Offerpad’s financial outlook, expectations regarding profitability, and anticipated market conditions in the industry in which Offerpad operates are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may impact such forward-looking statements include, but are not limited to, Offerpad’s ability to respond to general economic conditions; the health of the U.S. residential real estate industry; Offerpad’s ability to grow market share in its existing markets or any new markets it may enter; Offerpad’s ability to manage its growth effectively; Offerpad’s ability to accurately value and manage inventory, and to maintain an adequate and desirable supply of inventory; Offerpad’s ability to successfully launch new product and service offerings, and to manage, develop and refine its technology platform; Offerpad’s ability to maintain and enhance its products and brand, and to attract customers; Offerpad’s ability to achieve and maintain profitability in the future; the success of strategic relationships with third parties; and Offerpad’s failure to meet the New York Stock Exchange’s continued listing standards. These and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on February 28, 2023, and our other reports filed with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this shareholder letter. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Offerpad and its management, are inherently uncertain. Nothing in this shareholder letter should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Offerpad undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
5 | Q3 2023
OFFERPAD SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share data) (Unaudited) | 2023 | 2022 | 2023 | 2022 | ||||||||
| Revenue | $ | 234,228 | $ | 821,732 | $ | 1,073,954 | $ | 3,275,100 | ||||
| Cost of revenue | 210,255 | 819,573 | 1,020,465 | 3,047,818 | ||||||||
| Gross profit | 23,973 | 2,159 | 53,489 | 227,282 | ||||||||
| Operating expenses: | ||||||||||||
| Sales, marketing and operating | 27,235 | 55,043 | 98,626 | 190,170 | ||||||||
| General and administrative | 14,124 | 14,640 | 41,316 | 45,418 | ||||||||
| Technology and development | 2,156 | 2,687 | 6,709 | 9,112 | ||||||||
| Total operating expenses | 43,515 | 72,370 | 146,651 | 244,700 | ||||||||
| Loss from operations | (19,542 | ) | (70,211 | ) | (93,162 | ) | (17,418 | ) | ||||
| Other income (expense): | ||||||||||||
| Change in fair value of warrant liabilities | 131 | 1,961 | 177 | 20,162 | ||||||||
| Interest expense | (4,406 | ) | (15,889 | ) | (13,705 | ) | (30,856 | ) | ||||
| Other income, net | 3,837 | 643 | 5,084 | 671 | ||||||||
| Total other expense | (438 | ) | (13,285 | ) | (8,444 | ) | (10,023 | ) | ||||
| Loss before income taxes | (19,980 | ) | (83,496 | ) | (101,606 | ) | (27,441 | ) | ||||
| Income tax (expense) benefit | (6 | ) | 3,474 | (171 | ) | (35 | ) | |||||
| Net loss | $ | (19,986 | ) | $ | (80,022 | ) | $ | (101,777 | ) | $ | (27,476 | ) |
| Net loss per share, basic | $ | (0.73 | ) | $ | (4.86 | ) | $ | (3.90 | ) | $ | (1.69 | ) |
| Net loss per share, diluted | $ | (0.73 | ) | $ | (4.86 | ) | $ | (3.90 | ) | $ | (1.69 | ) |
| Weighted average common shares outstanding, basic | 27,276 | 16,477 | 26,079 | 16,293 | ||||||||
| Weighted average common shares outstanding, diluted | 27,276 | 16,477 | 26,079 | 16,293 |
6 | Q3 2023
OFFERPAD SOLUTIONS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, | |||||
|---|---|---|---|---|---|
| (in thousands, except par value per share) (Unaudited) | 2022 | ||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 105,999 | $ | 97,241 | ||
| Restricted cash | 7,409 | 43,058 | |||
| Accounts receivable | 3,874 | 2,350 | |||
| Real estate inventory | 289,597 | 664,697 | |||
| Prepaid expenses and other current assets | 6,464 | 6,833 | |||
| Total current assets | 413,343 | 814,179 | |||
| Property and equipment, net | 4,698 | 5,194 | |||
| Other non-current assets | 4,106 | 5,696 | |||
| TOTAL ASSETS | 422,147 | $ | 825,069 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 6,359 | $ | 4,647 | ||
| Accrued and other current liabilities | 22,465 | 28,252 | |||
| Secured credit facilities and other debt, net | 237,921 | 605,889 | |||
| Secured credit facilities and other debt - related party | 37,854 | 60,176 | |||
| Total current liabilities | 304,599 | 698,964 | |||
| Warrant liabilities | 362 | 539 | |||
| Other long-term liabilities | 1,969 | 3,689 | |||
| Total liabilities | 306,930 | 703,192 | |||
| Commitments and contingencies | |||||
| Stockholders’ equity: | |||||
| Class A common stock, 0.0001 par value; 2,000,000 shares authorized; 27,233 and 15,491<br>shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 3 | 2 | |||
| Class B common stock, zero shares authorized, issued and outstanding as of September 30,<br>2023; and 0.0001 par value, 20,000 shares authorized; 988 shares issued and outstanding as of December 31, 2022 | — | — | |||
| Additional paid in capital | 497,660 | 402,544 | |||
| Accumulated deficit | (382,446 | ) | (280,669 | ) | |
| Total stockholders’ equity | 115,217 | 121,877 | |||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 422,147 | $ | 825,069 |
All values are in US Dollars.
7 | Q3 2023
OFFERPAD SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, | ||||||
| ($ in thousands) (Unaudited) | 2023 | 2022 | ||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (101,777 | ) | $ | (27,476 | ) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||
| Depreciation | 556 | 764 | ||||
| Amortization of debt financing costs | 3,080 | 2,160 | ||||
| Real estate inventory valuation adjustment | 8,372 | 49,734 | ||||
| Stock-based compensation | 5,915 | 6,293 | ||||
| Change in fair value of warrant liabilities | (177 | ) | (20,162 | ) | ||
| Change in fair value of derivative instruments | (1,994 | ) | — | |||
| Loss on disposal of property and equipment | 30 | — | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (1,524 | ) | (2,956 | ) | ||
| Real estate inventory | 366,728 | (101,208 | ) | |||
| Prepaid expenses and other assets | 3,541 | (2,988 | ) | |||
| Accounts payable | 1,712 | 1,444 | ||||
| Accrued and other liabilities | (7,507 | ) | 2,471 | |||
| Net cash provided by (used in) operating activities | 276,955 | (91,924 | ) | |||
| Cash flows from investing activities: | ||||||
| Purchases of property and equipment | (90 | ) | (917 | ) | ||
| Purchases of derivative instruments | (2,569 | ) | — | |||
| Proceeds from sale of derivative instruments | 2,981 | — | ||||
| Net cash provided by (used in) investing activities | 322 | (917 | ) | |||
| Cash flows from financing activities: | ||||||
| Borrowings from credit facilities and other debt | 687,715 | 2,889,790 | ||||
| Repayments of credit facilities and other debt | (1,080,821 | ) | (2,771,861 | ) | ||
| Payment of debt financing costs | (264 | ) | (466 | ) | ||
| Borrowings from warehouse lending facility | 21,951 | — | ||||
| Repayments of warehouse lending facility | (21,951 | ) | — | |||
| Proceeds from issuance of pre-funded warrants | 90,000 | — | ||||
| Proceeds from exercise of pre-funded warrants | 11 | — | ||||
| Issuance cost of pre-funded warrants | (784 | ) | — | |||
| Proceeds from exercise of stock options | 53 | 4,898 | ||||
| Payments for taxes related to stock-based awards | (78 | ) | (285 | ) | ||
| Net cash (used in) provided by financing activities | (304,168 | ) | 122,076 | |||
| Net change in cash, cash equivalents and restricted cash | (26,891 | ) | 29,235 | |||
| Cash, cash equivalents and restricted cash, beginning of period | 140,299 | 194,433 | ||||
| Cash, cash equivalents and restricted cash, end of period | $ | 113,408 | $ | 223,668 | ||
| Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidatedbalance sheet: | ||||||
| Cash and cash equivalents | $ | 105,999 | $ | 196,838 | ||
| Restricted cash | 7,409 | 26,830 | ||||
| Total cash, cash equivalents and restricted cash | $ | 113,408 | $ | 223,668 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Cash payments for interest | $ | 23,406 | $ | 36,536 |
8 | Q3 2023
Non-GAAP Financial Measures
In addition to our results of operations above, we report certain financial measures that are not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). These measures have limitations as analytical tools when assessing our operating performance and should not be considered in isolation or as a substitute for GAAP measures, including gross profit and net income.
We may calculate or present our non-GAAP financial measures differently than other companies who report measures with similar titles and, as a result, the non-GAAP financial measures we report may not be comparable with those of companies in our industry or in other industries. We have not provided a quantitative reconciliation of forecasted Adjusted EBITDA to forecasted net income (loss) or Contribution Profit After Interest to Gross profit within this shareholder letter because we are unable to calculate certain reconciling items without making unreasonable efforts. With respect to Adjusted EBITDA, these items include, but are not limited to, stock-based compensation with respect to future grants and forfeitures, and with respect to Contribution Profit After Interest, these items include, but are not limited to, inventory valuation adjustments, inventory sales timing or product mix, which could materially affect the computation of forward-looking net income (loss) and Gross Profit, respectively, and are inherently uncertain and depend on various factors, some of which are outside of our control.
Adjusted Gross Profit, Contribution Profit, and Contribution Profit AfterInterest (and related margins)
To provide investors with additional information regarding our margins, we have included Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest (and related margins), which are non-GAAP financial measures. We believe that Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest are useful financial measures for investors as they are used by management in evaluating unit level economics and operating performance across our markets. Each of these measures is intended to present the economics related to homes sold during a given period. We do so by including revenue generated from homes sold (and ancillary services) in the period and only the expenses that are directly attributable to such home sales, even if such expenses were recognized in prior periods, and excluding expenses related to homes that remain in real estate inventory as of the end of the period presented. Contribution Profit provides investors a measure to assess Offerpad’s ability to generate returns on homes sold during a reporting period after considering home acquisition costs, renovation and repair costs, and adjusting for holding costs and selling costs. Contribution Profit After Interest further impacts gross profit by including interest costs (including senior and mezzanine secured credit facilities) attributable to homes sold during a reporting period. We believe these measures facilitate meaningful period over period comparisons and illustrate our ability to generate returns on assets sold after considering the costs directly related to the assets sold in a presented period.
Adjusted Gross Profit, Contribution Profit and Contribution Profit After Interest (and related margins) are supplemental measures of our operating performance and have limitations as analytical tools. For example, these measures include costs that were recorded in prior periods under GAAP and exclude, in connection with homes held in real estate inventory at the end of the period, costs required to be recorded under GAAP in the same period.
Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We include a reconciliation of these measures to the most directly comparable GAAP financial measure, which is gross profit.
9 | Q3 2023
Adjusted Gross Profit / Margin
We calculate Adjusted Gross Profit as gross profit under GAAP adjusted for (1) net real estate inventory valuation adjustment plus (2) interest expense associated with homes sold in the presented period and recorded in cost of revenue. Net real estate inventory valuation adjustment is calculated by adding back the real estate inventory valuation adjustment charges recorded during the period on homes that remain in real estate inventory at period end and subtracting the real estate inventory valuation adjustment charges recorded in prior periods on homes sold in the current period. We define Adjusted Gross Margin as Adjusted Gross Profit as a percentage of revenue.
We view this metric as an important measure of business performance, as it captures gross margin performance isolated to homes sold in a given period and provides comparability across reporting periods. Adjusted Gross Profit helps management assess performance across the key phases of processing a home (acquisitions, renovations, and resale) for a specific resale cohort.
Contribution Profit / Margin
We calculate Contribution Profit as Adjusted Gross Profit, minus (1) direct selling costs incurred on homes sold during the presented period, minus (2) holding costs incurred in the current period on homes sold during the period recorded in sales, marketing, and operating, minus (3) holding costs incurred in prior periods on homes sold in the current period recorded in sales, marketing, and operating, plus (4) other income, net which is primarily comprised of interest income earned on our cash and cash equivalents and fair value adjustments of derivative financial instruments. The composition of our holding costs is described in the footnotes to the reconciliation table below. We define Contribution Margin as Contribution Profit as a percentage of revenue.
We view this metric as an important measure of business performance as it captures the unit level performance isolated to homes sold in a given period and provides comparability across reporting periods. Contribution Profit helps management assess inflows and outflow directly associated with a specific resale cohort.
Contribution Profit / Margin After Interest
We define Contribution Profit After Interest as Contribution Profit, minus (1) interest expense associated with homes sold in the presented period and recorded in cost of revenue, minus (2) interest expense associated with homes sold in the presented period, recorded in costs of sales, and previously excluded from Adjusted Gross Profit, and minus (3) interest expense under our senior and mezzanine secured credit facilities incurred on homes sold during the period. This includes interest expense recorded in prior periods in which the sale occurred. Our senior and mezzanine secured credit facilities are secured by our homes in real estate inventory and drawdowns are made on a per-home basis at the time of purchase and are required to be repaid at the time the homes are sold. We define Contribution Margin After Interest as Contribution Profit After Interest as a percentage of revenue.
We view this metric as an important measure of business performance. Contribution Profit After Interest helps management assess Contribution Margin performance, per above, when fully burdened with costs of financing.
10 | Q3 2023
The following tables present a reconciliation of our Adjusted Gross Profit, Contribution Profit and Contribution Profit After Interest to our Gross (Loss) Profit, which is the most directly comparable GAAP measure, and Contribution (Loss) Profit Per Home Sold and Contribution (Loss) Profit After Interest Per Home Sold to Offerpad’s Gross (Loss) Profit Per Home Sold, which is the most directly comparable GAAP measure, for the periods indicated:
| Three Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except percentages and homes sold, unaudited) | September 30, 2023 | June 30, 2023 | March 31, 2023 | December 31, 2022 | September 30, 2022 | ||||||||||
| Gross (loss) profit | $ | 23,973 | **** | $ | 22,231 | **** | $ | 7,285 | **** | $ | (44,860 | ) | $ | 2,159 | **** |
| Gross margin | 10.2 | % | 9.7 | % | 1.2 | % | -6.6 | % | 0.3 | % | |||||
| Homes sold | 703 | 650 | 1,609 | 1,865 | 2,280 | ||||||||||
| Gross profit (loss) per home sold | **** | 34.1 | **** | **** | 34.2 | **** | **** | 4.5 | **** | **** | (24.1 | ) | **** | 0.9 | **** |
| Adjustments: | |||||||||||||||
| Inventory valuation adjustment - current period | 918 | 169 | 7,285 | 44,075 | 27,529 | ||||||||||
| Inventory valuation adjustment - prior period | (318 | ) | (13,679 | ) | (51,515 | ) | (25,469 | ) | (8,955 | ) | |||||
| Interest expense capitalized | 235 | 1,358 | 4,677 | 3,081 | 2,508 | ||||||||||
| Adjusted gross profit (loss) | **** | 24,808 | **** | **** | 10,079 | **** | **** | (32,268 | ) | **** | (23,173 | ) | **** | 23,241 | **** |
| Adjusted gross margin | 10.6 | % | 4.4 | % | -5.3 | % | -3.4 | % | 2.8 | % | |||||
| Adjustments: | |||||||||||||||
| Direct selling costs | (5,593 | ) | (5,743 | ) | (18,061 | ) | (20,584 | ) | (21,419 | ) | |||||
| Holding costs on sales - current period | (453 | ) | (269 | ) | (1,248 | ) | (1,251 | ) | (1,765 | ) | |||||
| Holding costs on sales - prior period | (72 | ) | (567 | ) | (1,886 | ) | (1,209 | ) | (405 | ) | |||||
| Other income, net | 3,837 | 965 | 282 | 861 | 643 | ||||||||||
| Contribution profit (loss) | **** | 22,527 | **** | **** | 4,465 | **** | **** | (53,181 | ) | **** | (45,356 | ) | **** | 295 | **** |
| Contribution margin | 9.6 | % | 1.9 | % | -8.7 | % | -6.7 | % | 0.0 | % | |||||
| Homes sold | 703 | 650 | 1,609 | 1,865 | 2,280 | ||||||||||
| Contribution profit (loss) per home sold | **** | 32.0 | **** | **** | 6.9 | **** | **** | (33.1 | ) | **** | (24.3 | ) | **** | 0.1 | **** |
| Adjustments: | |||||||||||||||
| Interest expense capitalized | (235 | ) | (1,358 | ) | (4,677 | ) | (3,081 | ) | (2,508 | ) | |||||
| Interest expense on homes sold - current period | (2,622 | ) | (1,292 | ) | (5,498 | ) | (5,858 | ) | (5,707 | ) | |||||
| Interest expense on homes sold - prior period | (553 | ) | (3,708 | ) | (12,032 | ) | (6,943 | ) | (2,382 | ) | |||||
| Contribution profit (loss) after interest | **** | 19,117 | **** | **** | (1,893 | ) | **** | (75,388 | ) | **** | (61,238 | ) | **** | (10,301 | ) |
| Contribution margin after interest | 8.2 | % | -0.8 | % | -12.4 | % | -9.0 | % | -1.3 | % | |||||
| Homes sold | 703 | 650 | 1,609 | 1,865 | 2,280 | ||||||||||
| Contribution (loss) profit after interest per home sold | **** | 27.2 | **** | **** | (2.9 | ) | **** | (46.9 | ) | **** | (32.8 | ) | **** | (4.5 | ) |
11 | Q3 2023
Adjusted Net (Loss) Income and Adjusted EBITDA
We also present Adjusted Net Income (Loss) and Adjusted EBITDA, which are non-GAAP financial measures, which our management team uses to assess our underlying financial performance. We believe these measures provide insight into period over period performance, adjusted for non-recurring or non-cash items.
We calculate Adjusted Net Income (Loss) as GAAP Net Income (Loss) adjusted for the change in fair value of warrant liabilities. We define Adjusted Net Income (Loss) Margin as Adjusted Net Income (Loss) as a percentage of revenue.
We calculate Adjusted EBITDA as Adjusted Net Income (Loss) adjusted for interest expense, amortization of capitalized interest, taxes, depreciation and amortization and stock-based compensation expense. We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue.
Adjusted Net Income (Loss) and Adjusted EBITDA are supplemental to our operating performance measures calculated in accordance with GAAP and have important limitations. For example, Adjusted Net Income (Loss) and Adjusted EBITDA exclude the impact of certain costs required to be recorded under GAAP and could differ substantially from similarly titled measures presented by other companies in our industry or companies in other industries. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.
The following table presents a reconciliation of our Adjusted Net Income (Loss) and Adjusted EBITDA to our GAAP Net Income (Loss), which is the most directly comparable GAAP measure, for the periods indicated:
| Three Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except percentages, unaudited) | September 30, 2023 | June 30, 2023 | March 31, 2023 | December 31, 2022 | September 30, 2022 | ||||||||||
| Net (loss) income (GAAP) | $ | (19,986 | ) | $ | (22,344 | ) | $ | (59,447 | ) | $ | (121,137 | ) | $ | (80,022 | ) |
| Change in fair value of warrant liabilities | (131 | ) | (435 | ) | 389 | (3,360 | ) | (1,961 | ) | ||||||
| Adjusted net (loss) income | $ | (20,117 | ) | $ | (22,779 | ) | $ | (59,058 | ) | $ | (124,497 | ) | $ | (81,983 | ) |
| Adjusted net (loss) income margin | (8.6 | %) | (9.9 | %) | (9.7 | %) | (18.4 | %) | (10.0 | %) | |||||
| Adjustments: | |||||||||||||||
| Interest expense | 4,406 | 1,867 | 7,432 | 15,135 | 15,889 | ||||||||||
| Amortization of capitalized interest ^(1)^ | 235 | 1,358 | 4,677 | 3,081 | 2,508 | ||||||||||
| Income tax expense | 6 | 43 | 122 | 324 | (3,474 | ) | |||||||||
| Depreciation and amortization | 175 | 178 | 202 | 258 | 515 | ||||||||||
| Amortization of stock-based compensation | 2,017 | 2,055 | 1,843 | 2,014 | 2,265 | ||||||||||
| Adjusted EBITDA | **** | (13,277 | ) | **** | (17,278 | ) | **** | (44,782 | ) | **** | (103,685 | ) | **** | (64,280 | ) |
| Adjusted EBITDA margin | (5.7 | %) | (7.5 | %) | (7.3 | %) | (15.3 | %) | (7.8 | %) | |||||
| (1) | Amortization of capitalized interest represents all interest related costs, including senior and mezzanine<br>interest related costs, incurred on homes sold in the period presented that were capitalized and expensed in cost of sales at the time of sale. | ||||||||||||||
| --- | --- |
12 | Q3 2023
13 | Q3 2023