Business Wire | Nov 10, 2021 04:10PM EST

Offerpad Announces Third-Quarter Record Revenue and Gross Profit; Company Raises Full-Year 2021 Outlook

Nov. 10, 2021

CHANDLER, Ariz.--(BUSINESS WIRE)--Nov. 10, 2021--Offerpad Solutions Inc. ("Offerpad") (NYSE: OPAD), a leading tech-enabled platform for buying and selling residential real estate, today reported financial results for its third quarter ended September 30, 2021.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20211110006327/en/

Offerpad is increasing its penetration in existing markets, expanding into new markets and adding new services to its full-service Solutions Center mix, providing more customers with individualized solutions. We also added to our mix of ancillary services in certain markets to include a customer rewards program. (Graphic: Business Wire)

"We are proud that our first quarter as a public company has highlighted key outcomes of our strategy: high customer satisfaction, operational efficiency and strong revenue growth, all supporting our path to sustained long-term profitability," said Brian Bair, Chairman and CEO of Offerpad. "The backbone of our approach is combining our team's deep local industry expertise with technology, working to make the customer experience simple and convenient. This approach has led to rigorous underwriting and a strong track record of accurately estimating what our homes will ultimately sell for. I'm very proud that from the time we launched Offerpad in 2015 through the first half of this year, we've achieved a less than 1% variance between our aggregate estimated and actual sales prices."

Offerpad is increasing its penetration in existing markets, expanding into new markets and adding new services to its full-service Solutions Center mix, providing more customers with individualized solutions. We also added to our mix of ancillary services in certain markets to include a customer rewards program. Offerpad Bundle Rewards allows customers to receive multiple discounts when both buying and selling a home with Offerpad and by obtaining a home loan through Offerpad Home Loans. Since launching in the third quarter, customers in 10 out of our 21 markets have utilized this program. By bundling services, customers save money, and we increase our engagement with those customers.

Highlights for this quarter include a customer satisfaction rating of 94%1 year-to-date through September 30th and expansion into the Midwest with four new market launches. By utilizing local industry expertise, benefitting from integration of technology, and executing a customer focused strategy, Offerpad's platform is designed to meet customer needs through a simpler way to buy and sell homes in any real estate cycle.

^_______________

^1 Survey of approximately 2,500 customers who sold their home to Offerpad.

Q3 Financial Highlights

Q3 2021 Q3 2020 Percentage Change

Homes acquired 2,753 769 258%

Homes sold 1,673 749 123%

Revenue $540.3 $186.4 190% million million

Gross profit $53.1 $19.8 169% million million

Net loss (reported)^2 ($15.3) ($2.9) (420%) million million

Adjusted Net loss ($2.1) ($2.9) 28% million million

Adjusted EBITDA $6.1 million ($0.8) N.A. million

Contribution profit after interest per $22,700 $15,400 48%home sold

^2 Includes $13.2 million non-cash charge in 3Q 2021 to mark to market theWarrant Liability.

"With a record number of homes sales driving record revenue of $540 million in the third quarter, Offerpad continues to demonstrate a combination of strong, sustainable growth and efficiency," said Mike Burnett, CFO of Offerpad. "Bringing together our leading technology with our residential real estate and home renovation expertise has enabled us to continue to navigate through some of the most challenging and rapidly changing market conditions over the past 18 months. Our results this quarter have enabled us to once again raise our outlook for the remainder of the year, giving us positive momentum heading into 2022."

Additional information regarding Offerpad's third quarter 2021 financial results and management commentary can be found by accessing the Company's Quarterly Letter to Shareholders on the Offerpad investor relations website.

Full Year 2021 Outlook

Based on the favorable results in the first three quarters of the year, Offerpad is raising its full year outlook for 2021 as follows:

New 2021 Outlook Prior 2021 Outlook Change

Homes Sold 5,800 - 6,000 5,612 - 6,000 Midpoint up ~100

Revenue $1.85B - $1.90B $1.7B - $1.85B Midpoint up $100M

Gross Profit $175M - $185M $170M - $180M Midpoint up $5M

Adjusted EBITDA $0M - $10M ($15)M - ($6)M Midpoint up $15.5M

Conference Call and Webcast Details

Offerpad Chairman and CEO Brian Bair and CFO Mike Burnett will host a conference call and accompanying webcast on November 10, 2021, at 5 p.m. EST. The webcast can be accessed on Offerpad's Investor Relations website at https://investor.offerpad.com/events-and-presentations. Participants can register here to receive a personalized dial in number and PIN. Access to a replay of the webcast will be available from the same website address shortly after the live webcast concludes.

About Offerpad

Offerpad's mission is to provide your best way to buy and sell a home. Period. We use technology-enabled solutions to remake the home selling and buying experience by offering customers the convenience, control and certainty to solve their housing needs. We combine our fundamental real estate expertise with our data-driven digital "Solutions Center" platform to give users a holistic, customer-centric experience, enabling them to efficiently sell and buy their homes online with streamlined access to other services including mortgage, listing, and buyer representation services. Visit Offerpad.com for more information.

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 for full year 2021 and anticipated growth in the industry in which Offerpad operates 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; the impact of the COVID-19 pandemic; 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; and the success of strategic relationships with third parties. These and other important factors discussed under the caption "Risk Factors" in our Quarterly Report on Form 10-Q for the three months ended September 30, 2021 to be filed with the Securities and Exchange Commission on or about November 10, 2021, 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 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

(in thousands, except per share data, unaudited)

Three Months Ended Nine Months Ended

September 30, September 30,

2021 2020 2021 2020

Revenue $ 540,287 $ 186,365 $ 1,202,906 $ 841,027

Cost of revenue 487,165 166,600 1,065,383 778,503

Gross profit 53,122 19,765 137,523 62,524

Operating expenses:

Sales, marketing and 38,727 16,072 95,398 59,048 operating

General and 8,160 3,981 18,031 12,204 administrative

Technology and 2,777 1,633 7,663 5,454 development

Total operating 49,664 21,686 121,092 76,706 expenses

Income (loss) from 3,458 (1,921 ) 16,431 (14,182 )operations

Other income (expense):

Change in fair valueof warrant (13,185 ) - (13,185 ) - liabilities

Interest expense (5,495 ) (1,312 ) (9,670 ) (8,404 )

Other income, net - 289 248 787

Total other expense (18,680 ) (1,023 ) (22,607 ) (7,617 )

Loss before income (15,222 ) (2,944 ) (6,176 ) (21,799 )taxes

Income tax expense (81 ) - (170 ) -

Net loss $ (15,303 ) $ (2,944 ) $ (6,346 ) $ (21,799 )

Net loss per share, $ (0.13 ) $ (0.05 ) $ (0.08 ) $ (0.38 )basic

Net loss per share, $ (0.13 ) $ (0.05 ) $ (0.08 ) $ (0.38 )diluted

Weighted averagecommon shares 115,985 57,865 78,191 57,865 outstanding, basic

Weighted averagecommon shares 115,985 57,865 78,191 57,865 outstanding, diluted

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Balance Sheets

(in thousands, except par value per share, unaudited)

September 30,

December 31,

2021

2020

ASSETS

Current assets:

Cash and cash equivalents

$

116,634

$

43,938

Restricted cash

20,024

6,804

Accounts receivable

10,038

2,309

Inventory

902,062

171,359

Prepaid expenses and other current assets

10,453

2,880

Total current assets

1,059,211

227,290

Property and equipment, net

9,556

8,231

Other non-current assets

193

352

TOTAL ASSETS

(1)

$

1,068,960

$

235,873

LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:

Accounts payable

$

6,126

$

2,149

Accrued liabilities

28,354

11,181

Secured credit facilities and notes payable

509,833

50,143

Secured credit facilities and notes payable, net - related party

241,208

126,825

Total current liabilities

785,521

190,298

Secured credit facilities and notes payable, net of current portion

-

4,710

Warrant liabilities

39,711

-

Total liabilities

(2)

825,232

195,008

Commitments and contingencies

Temporary equity:

Series A convertible preferred stock, zero and 21,011 shares authorized, respectively; zero and 20,907 shares issued and outstanding, respectively; liquidation preference of $0 and $15,099, respectively

-

14,921

Series A-1 convertible preferred stock, zero and 10,905 shares authorized, issued and outstanding, respectively; liquidation preference of $0 and $7,500, respectively

-

7,470

Series A-2 convertible preferred stock, zero and 8,322 shares authorized, issued and outstanding, respectively; liquidation preference of $0 and $7,500, respectively

-

7,463

Series B convertible preferred stock, zero and 58,390 shares authorized, issued and outstanding, respectively; liquidation preference of $0 and $50,000, respectively

-

49,845

Series C convertible preferred stock, zero and 56,716 shares authorized, respectively; zero and 39,985 shares issued and outstanding, respectively; liquidation preference of $0 and $105,750, respectively

-

104,424

Total temporary equity

-

184,123

Stockholders' equity (deficit):

Class A common stock, $0.0001 and $0.00001 par value, respectively; 2,000,000 and 256,694 shares authorized, respectively; 223,529 and 57,865 shares issued and outstanding, respectively

22

-

Class B common stock, $0.0001 and zero par value, respectively; 20,000 and zero shares authorized, respectively; 14,816 and zero shares issued and outstanding, respectively

2

-

Additional paid in capital

388,566

5,908

Accumulated deficit

(144,862

)

(138,516

)

Treasury stock

-

(10,650

)

Total stockholders' equity (deficit)

243,728

(143,258

)

TOTAL LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS' EQUITY (DEFICIT)

$

1,068,960

$

235,873

_______________(1) Our consolidated assets as of September 30, 2021 and December 31, 2020 include the following assets of certain variable interest entities ("VIEs") that can only be used to settle the liabilities of those VIEs: Restricted cash, $20,024 and $6,804; Accounts receivable, $8,345 and $1,638; Inventory, $900,283 and $171,212; Prepaid expenses and other current assets, $2,879 and $1,036; Property and equipment, net, $4,377 and $2,772; Total assets of $935,908 and $183,462, respectively.

(2) Our consolidated liabilities as of September 30, 2021 and December 31, 2020 include the following liabilities for which the VIE creditors do not have recourse to Offerpad: Accounts payable, $4,561 and $716; Accrued liabilities, $2,442 and $575; Current portion of secured credit facilities and notes payable, net, $751,041 and $173,539; Noncurrent portion of secured credit facilities and notes payable, net, $0 and $653; Total liabilities, $758,044 and $175,483, respectively.

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Balance Sheets

(in thousands, except par value per share, unaudited)

September 30, December 31,

2021 2020

ASSETS

Current assets:

Cash and cash equivalents $ 116,634 $ 43,938

Restricted cash 20,024 6,804

Accounts receivable 10,038 2,309

Inventory 902,062 171,359

Prepaid expenses and other current assets 10,453 2,880

Total current assets 1,059,211 227,290

Property and equipment, net 9,556 8,231

Other non-current assets 193 352

TOTAL ASSETS (1) $ 1,068,960 $ 235,873

LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:

Accounts payable $ 6,126 $ 2,149

Accrued liabilities 28,354 11,181

Secured credit facilities and notes 509,833 50,143 payable

Secured credit facilities and notes 241,208 126,825 payable, net - related party

Total current liabilities 785,521 190,298

Secured credit facilities and notes - 4,710 payable, net of current portion

Warrant liabilities 39,711 -

Total liabilities (2) 825,232 195,008

Commitments and contingencies

Temporary equity:

Series A convertible preferred stock, zeroand 21,011 shares authorized,respectively; zero and 20,907 shares - 14,921 issued and outstanding, respectively;liquidation preference of $0 and $15,099,respectively

Series A-1 convertible preferred stock,zero and 10,905 shares authorized, issued - 7,470 and outstanding, respectively; liquidationpreference of $0 and $7,500, respectively

Series A-2 convertible preferred stock,zero and 8,322 shares authorized, issued - 7,463 and outstanding, respectively; liquidationpreference of $0 and $7,500, respectively

Series B convertible preferred stock, zeroand 58,390 shares authorized, issued and - 49,845 outstanding, respectively; liquidationpreference of $0 and $50,000, respectively

Series C convertible preferred stock, zeroand 56,716 shares authorized,respectively; zero and 39,985 shares - 104,424 issued and outstanding, respectively;liquidation preference of $0 and $105,750,respectively

Total temporary equity - 184,123

Stockholders' equity (deficit):

Class A common stock, $0.0001 and $0.00001par value, respectively; 2,000,000 and256,694 shares authorized, respectively; 22 - 223,529 and 57,865 shares issued andoutstanding, respectively

Class B common stock, $0.0001 and zero parvalue, respectively; 20,000 and zeroshares authorized, respectively; 14,816 2 - and zero shares issued and outstanding,respectively

Additional paid in capital 388,566 5,908

Accumulated deficit (144,862 ) (138,516 )

Treasury stock - (10,650 )

Total stockholders' equity (deficit) 243,728 (143,258 )

TOTAL LIABILITIES, TEMPORARY EQUITY, AND $ 1,068,960 $ 235,873 STOCKHOLDERS' EQUITY (DEFICIT)

_______________(1) Our consolidated assets as of September 30, 2021 and December 31, 2020include the following assets of certain variable interest entities ("VIEs")that can only be used to settle the liabilities of those VIEs: Restricted cash,$20,024 and $6,804; Accounts receivable, $8,345 and $1,638; Inventory, $900,283and $171,212; Prepaid expenses and other current assets, $2,879 and $1,036;Property and equipment, net, $4,377 and $2,772; Total assets of $935,908 and$183,462, respectively.

(2) Our consolidated liabilities as of September 30, 2021 and December 31, 2020include the following liabilities for which the VIE creditors do not haverecourse to Offerpad: Accounts payable, $4,561 and $716; Accrued liabilities,$2,442 and $575; Current portion of secured credit facilities and notespayable, net, $751,041 and $173,539; Noncurrent portion of secured creditfacilities and notes payable, net, $0 and $653; Total liabilities, $758,044 and$175,483, respectively.

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Cash Flows

(in thousands, unaudited)

Nine Months Ended

September 30,

2021

2020

Cash flows from operating activities:

Net loss

$

(6,346

)

$

(21,799

)

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

Depreciation

433

308

Gain on sale of equipment

(246

)

-

Amortization of debt financing costs

454

304

Impairment of inventory

1,342

2,971

Stock-based compensation

2,316

875

Change in fair value of warrant liabilities

13,185

-

Changes in operating assets and liabilities:

Accounts receivable

(7,717

)

(1,472

)

Inventory

(721,979

)

214,080

Prepaid expenses and other assets

(7,174

)

(555

)

Accounts payable

3,857

439

Accrued liabilities

17,063

685

Net cash (used in) provided by operating activities

(704,812

)

195,836

Cash flows from investing activities:

Purchases of property and equipment

(13,609

)

(67

)

Proceeds from sales of property and equipment

2,032

-

Net cash used in investing activities

(11,577

)

(67

)

Cash flows from financing activities:

Proceeds from Business Combination

284,011

-

Issuance cost of common stock

(51,249

)

-

Borrowings from credit facilities and notes payable

1,702,702

556,627

Repayments of credit facilities and notes payable

(1,130,563

)

(772,021

)

Payment of debt financing costs

(3,229

)

(598

)

Proceeds from issuance of Class C preferred stock, net

-

29,823

Proceeds from exercise of stock options

633

-

Net cash provided by (used in) financing activities

802,305

(186,169

)

Net change in cash, cash equivalents and restricted cash

85,916

9,600

Cash, cash equivalents and restricted cash, beginning of period

50,742

29,883

Cash, cash equivalents and restricted cash, end of period

$

136,658

$

39,483

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

Cash and cash equivalents

$

116,634

$

35,948

Restricted cash

20,024

3,535

Total cash, cash equivalents and restricted cash

$

136,658

$

39,483

Supplemental disclosure of cash flow information:

Cash payments for interest

$

9,630

$

11,890

Supplemental disclosure of non-cash investing and financing activities:

Transfer of property and equipment, net to inventory

$

10,065

$

-

Acquisition of warrant liabilities

$

26,525

$

-

Conversion of preferred stock to common stock

$

184,123

$

-

Conversion of treasury stock

$

10,650

$

-

Non-GAAP Financial Measures

In addition to Offerpad's results of operations above, Offerpad's management utilizes 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 its 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)

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 its 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 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 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 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 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 inventory impairment plus (2) interest expense associated with homes sold in the presented period and recorded in cost of revenue. Net inventory impairment is calculated by adding back the inventory impairment charges recorded during the period on homes that remain in inventory at period end and subtracting the inventory impairment 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 which historically is primarily comprised of net income to us from the investment related to Offerpad's Home Loans operations. 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 its homes in 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 table presents a reconciliation of Offerpad's adjusted gross profit, contribution profit and contribution profit after interest to its gross profit, which is the most directly comparable GAAP measure, for the periods indicated:

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Cash Flows

(in thousands, unaudited)

Nine Months Ended

September 30,

2021 2020

Cash flows from operating activities:

Net loss $ (6,346 ) $ (21,799 )

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

Depreciation 433 308

Gain on sale of equipment (246 ) -

Amortization of debt financing costs 454 304

Impairment of inventory 1,342 2,971

Stock-based compensation 2,316 875

Change in fair value of warrant liabilities 13,185 -

Changes in operating assets and liabilities:

Accounts receivable (7,717 ) (1,472 )

Inventory (721,979 ) 214,080

Prepaid expenses and other assets (7,174 ) (555 )

Accounts payable 3,857 439

Accrued liabilities 17,063 685

Net cash (used in) provided by operating (704,812 ) 195,836 activities

Cash flows from investing activities:

Purchases of property and equipment (13,609 ) (67 )

Proceeds from sales of property and equipment 2,032 -

Net cash used in investing activities (11,577 ) (67 )

Cash flows from financing activities:

Proceeds from Business Combination 284,011 -

Issuance cost of common stock (51,249 ) -

Borrowings from credit facilities and notes 1,702,702 556,627 payable

Repayments of credit facilities and notes (1,130,563 ) (772,021 )payable

Payment of debt financing costs (3,229 ) (598 )

Proceeds from issuance of Class C preferred - 29,823 stock, net

Proceeds from exercise of stock options 633 -

Net cash provided by (used in) financing 802,305 (186,169 )activities

Net change in cash, cash equivalents and 85,916 9,600 restricted cash

Cash, cash equivalents and restricted cash, 50,742 29,883 beginning of period

Cash, cash equivalents and restricted cash, end $ 136,658 $ 39,483 of period

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

Cash and cash equivalents $ 116,634 $ 35,948

Restricted cash 20,024 3,535

Total cash, cash equivalents and restricted $ 136,658 $ 39,483 cash

Supplemental disclosure of cash flow information:

Cash payments for interest $ 9,630 $ 11,890

Supplemental disclosure of non-cash investing and financing activities:

Transfer of property and equipment, net to $ 10,065 $ - inventory

Acquisition of warrant liabilities $ 26,525 $ -

Conversion of preferred stock to common stock $ 184,123 $ -

Conversion of treasury stock $ 10,650 $ -

Non-GAAP Financial Measures

In addition to Offerpad's results of operations above, Offerpad's management utilizes 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 its 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)

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 its 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 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 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 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 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 inventory impairment plus (2) interest expense associated with homes sold in the presented period and recorded in cost of revenue. Net inventory impairment is calculated by adding back the inventory impairment charges recorded during the period on homes that remain in inventory at period end and subtracting the inventory impairment 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 which historically is primarily comprised of net income to us from the investment related to Offerpad's Home Loans operations. 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 its homes in 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 table presents a reconciliation of Offerpad's adjusted gross profit, contribution profit and contribution profit after interest to its gross profit, which is the most directly comparable GAAP measure, for the periods indicated:

Three Months Ended Nine Months Ended September 30, September 30,

(in thousands, exceptpercentages and homes 2021 2020 2021 2020sold, unaudited)

Gross profit (GAAP) $ 53,122 $ 19,765 $ 137,523 $ 62,524

Gross margin 9.8 % 10.6 % 11.4 % 7.4 %

Homes sold 1,673 749 3,950 3,432

Gross profit per home 31.8 26.4 34.8 18.2 sold

Adjustments:

Inventory impairment - 676 28 713 61 current period (1)

Inventory impairment - (152 ) (398 ) (142 ) (842 )prior period (2)

Interest expense 1,410 426 2,783 2,565 capitalized (3)

Adjusted gross profit 55,056 19,821 140,877 64,308

Adjusted gross margin 10.2 % 10.6 % 11.7 % 7.6 %

Adjustments:

Direct selling costs (4) (11,350 ) (5,599 ) (28,172 ) (24,897 )

Holding costs on sales - (910 ) (489 ) (2,365 ) (3,827 )current period (5)(6)

Holding costs on sales - (295 ) (424 ) (214 ) (1,392 )prior period (5)(7)

Other income (8) - 289 248 787

Contribution profit 42,501 13,598 110,374 34,979

Contribution margin 7.9 % 7.3 % 9.2 % 4.2 %

Homes sold 1,673 749 3,950 3,432

Contribution profit per 25.4 18.2 27.9 10.2 home sold

Adjustments:

Interest expense (1,410 ) (426 ) (2,783 ) (2,565 )capitalized (3)

Interest expense onhomes sold - current (2,381 ) (742 ) (5,904 ) (7,250 )period (9)

Interest expense onhomes sold - prior (697 ) (899 ) (468 ) (4,167 )period (10)

Contribution profit 38,013 11,531 101,219 20,997 after interest

Contribution margin 7.0 % 6.2 % 8.4 % 2.5 %after interest

Homes sold 1,673 749 3,950 3,432

Contribution profitafter interest per home 22.7 15.4 25.6 6.1sold

(1)

Inventory impairment - current period is the inventory valuation adjustments recorded during the period presented associated with homes that remain in inventory at period end

(2)

Inventory impairment - prior period is the 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 property taxes, insurance, utilities, homeowners association dues, 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 in 2020 primarily consists of net income to Offerpad from our historical investment in Offerpad Home Loans. In 2021, other income was earned from the sale of certain fixed assets.

(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 (Loss) Income and Adjusted EBITDA

We also present Adjusted Net (Loss) Income 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 (Loss) Income as GAAP net income (loss) adjusted for the change in fair value of warrant liabilities. We define Adjusted Net (Loss) Income Margin as Adjusted Net (Loss) Income as a percentage of revenue.

We calculate Adjusted EBITDA as Adjusted Net (Loss) Income 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 (Loss) Income and Adjusted EBITDA are supplemental to our operating performance measures calculated in accordance with GAAP and have important limitations. For example, Adjusted Net (Loss) Income 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 (Loss) Income and Adjusted EBITDA to our GAAP net income (loss), which is the most directly comparable GAAP measure, for the periods indicated:

Inventory impairment - current period is the inventory valuation(1) adjustments recorded during the period presented associated with homes that remain in inventory at period end

Inventory impairment - prior period is the inventory valuation(2) adjustments recorded in prior periods associated with homes that sold in the period presented.

Interest expense capitalized represents all interest related costs,(3) 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

Direct selling costs represents selling costs incurred related to homes(4) sold in the period presented. This primarily includes broker commissions and title and escrow closing fees.

(5) Holding costs primarily include property taxes, insurance, utilities, homeowners association dues, cleaning and maintenance costs.

Represents holding costs incurred on homes sold in the period presented(6) and expensed to Sales, marketing, and operating on the Condensed Consolidated Statements of Operations

Represents holding costs incurred in prior periods on homes sold in the(7) period presented and expensed to Sales, marketing, and operating on the Condensed Consolidated Statements of Operations.

Other income in 2020 primarily consists of net income to Offerpad from(8) our historical investment in Offerpad Home Loans. In 2021, other income was earned from the sale of certain fixed assets.

Represents both senior and mezzanine interest expense incurred on homes(9) sold in the period presented and expensed to interest expense on the Condensed Consolidated Statements of Operations.

Represents both senior and mezzanine secured credit facilities interest(10) 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 (Loss) Income and Adjusted EBITDA

We also present Adjusted Net (Loss) Income 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 (Loss) Income as GAAP net income (loss) adjusted for the change in fair value of warrant liabilities. We define Adjusted Net (Loss) Income Margin as Adjusted Net (Loss) Income as a percentage of revenue.

We calculate Adjusted EBITDA as Adjusted Net (Loss) Income 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 (Loss) Income and Adjusted EBITDA are supplemental to our operating performance measures calculated in accordance with GAAP and have important limitations. For example, Adjusted Net (Loss) Income 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 (Loss) Income and Adjusted EBITDA to our GAAP net income (loss), which is the most directly comparable GAAP measure, for the periods indicated:

Three Months Ended Nine Months Ended September 30, September 30,

(in thousands, except 2021 2020 2021 2020percentages, unaudited)

Net loss (GAAP) $ (15,303 ) $ (2,944 ) $ (6,346 ) $ (21,799 )

Change in fair value of 13,185 - 13,185 - warrant liabilities

Adjusted net (loss) (2,118 ) (2,944 ) 6,839 (21,799 )income

Adjusted net (loss) (0.4 ) (1.6 ) 0.6 % (2.6 )income margin % % %

Adjustments:

Interest expense 5,495 1,312 9,670 8,404

Amortization of 1,410 426 2,783 2,565 capitalized interest (1)

Income tax expense 81 - 170 -

Depreciation and 156 104 433 308 amortization

Amortization of 1,053 337 2,316 875 stock-based compensation

Adjusted EBITDA 6,077 (765 ) 22,211 (9,647 )

Adjusted EBITDA margin 1.1 % (0.4 ) 1.8 % (1.1 ) % %

(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.

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CONTACT: Investors Stefanie Layton Investors@offerpad.com 602-706-4905

CONTACT: Media Laura Collins 480-220-0021 David Stephan 951-970-6336 Press@Offerpad.com