EX-99.2 3 d931901dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

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Letter to shareholders Q4 2024


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A FEW THOUGHTS FROM BRIAN Dear Shareholders, In the fourth quarter, Offerpad’s revenue exceeded the midpoint of our guidance, driven by a balanced mix of offerings, including our Cash Offer and asset-light services such as our B2B Renovate business, Direct+ institutional buyer program, and Agent Partnership Program. This success came despite broader market challenges like historically low residential resale volumes, affordability constraints, and shifting industry commission structures. Throughout these conditions, we remain focused on delivering real estate solutions for consumers and partners while making meaningful progress towards building a sustainable, long-term business. Key highlights from the quarter include growth in asset-light services, continued expansion of our Agent Partnership Program, and improvements in operating efficiency. Customer engagement remained strong, with a 95% customer satisfaction score and steady customer offer request volume. These trends are positioning us well to achieve Adjusted EBITDA profitability, while ensuring financial sustainability across different market conditions. For the past two years, and particularly in recent quarters, we have prioritized returning to positive earnings and cash flow. Given the market’s trajectory, we adjusted our approach to enhance revenue diversity, refine acquisition strategies, and optimize cost structures. This includes aligning inventory management with return objectives, broadening revenue sources through additional service offerings, and implementing cost efficiencies to strengthen operational resilience. These initiatives have contributed to a more agile and efficient organization. By strategically moderating acquisition volumes in the latter half of the year, we maintained a portfolio of high-quality inventory. Additionally, our expansion into asset-light services has provided stability in contribution margins beyond our core Cash Offer business. Continued process improvements and cost-saving measures have further supported progress toward profitability, even in a lower transaction volume environment. Looking ahead, we are preparing for an expected increase in market activity by strategically expanding our buy-box criteria. We are focusing on acquiring specific types of homes in targeted areas where we see strong return potential. We have enhanced how we deliver offers and engage with sellers, allowing customers to receive an estimated offer range within minutes and schedule their inspection instantly. This shift reduces multiple touch points, giving customers more control over timing and decision-making. Progress in our Agent Partnership Program continues to exceed expectations, with the Pro Tier growing quarterly requests and acquisitions significantly. Offerpad Renovate remains a strong line of business, achieving another strong quarter with 187 completed projects, generating over $4 million in revenue, which brought 2024 total revenue to more than $18 million, nearly 50% annual growth. Overall, we have remained focused on our strategic priorities, balancing short-term adjustments with long-term positioning. By diversifying our revenue mix, and improving operational efficiency, we are well-positioned for the future. Sincerely, Brian Bair Chairman & CEO Q4 2024 1


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TOTAL REVENUE ($M) & HOMES ACQUIRED $300 $285 1,200 $251 $250 $240 1,000 $208 831 $200 806 800 $174 678 $150 600 422 $100 384 400 $50 200 $0 — Q4’23 Q1’24 Q2’24 Q3’24 Q4’24 RETURNS PER HOME SOLD Gross Profit per Home Sold Contribution Profit After Interest per Home Sold $35K $30K $25K $20K $15K $10K $5K $0K Q4’23 Q1’24 Q2’24 Q3’24 Q4’24 Q4 2024 2


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NET INCOME (LOSS), ADJ. NET INCOME (LOSS) & ADJ. EBITDA ($M) Net Income (Loss) Adj. Net Income (Loss) Adj. EBITDA ($4.4) ($6.2) ($7.0) ($7.1) ($11.5) ($13.8) ($13.5) ($15.4) ($13.8) ($13.6) ($15.3) ($17.5) ($17.3) ($17.2) ($17.9) Q4’23 Q1’24 Q2’24 Q3’24 Q4’24 2024 TOTAL CONTRIBUTION MARGIN AFTER INTEREST PER HOME SOLD $31k $(3k) -1.0% $(11k) -3.3% $16k 9.0% $4k $11k $8k 1.1% 4.7% 3.4% 2.3% Co in Total Net Sales s Holding Selling Contribution Co Contribution in Other T Contribution n Margin After Proceeds Costs Costs Margin Services MarMargin After st Interest Interest See Appendix for a reconciliation to the most directly comparable GAAP measure and additional information Q4 2024 3


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Traction in Renovations Since 2015, Offerpad’s core business model has been buying, renovating, and selling homes. Delivering efficient and quality renovations has always been a significant contributor to the performance of our portfolio of properties. We are very proud of our commitment to excellence when it comes to our renovations, considering we utilize in-house talent and vetted external specialists to increase quality and control. OFFERPAD-OWNED PORTFOLIO RENOVATION IMPACT SINCE INCEPTION Q4 2024 ~37k $22k Renovations completed Average cost of renovations completed +$645m 25 days Invested into improving properties Average time for renovation completion Our expertise in renovations speaks for itself. Over time, investor clients we’ve sold homes to requested we renovate homes they owned, knowing we deliver efficient and quality renovations. To meet that need, we built Offerpad Renovate , a sophisticated renovation operation that leverages our existing teams and technology, such as Reno Captain, to offer stand-alone renovation services to clients who need renovations done at scale. OFFERPAD RENOVATE → THIRD PARTY RENOVATION SERVICES Q4 2024 HIGHLIGHTS 2024 HIGHLIGHTS 187 1,096 Total projects completed Total projects completed $4.1m $18.1m Total revenue Total revenue $22k $16.5k Average revenue per project Average revenue per project 17 21 Markets with projects completed Markets with projects completed 1.9 1.9 Average days in renovation per $1k spent Average days in renovation per $1k spent Q4 2024 4


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Q1 2025 Outlook HOMES SOLD REVENUE ADJ. EBITDA1 450 to 500 $150m to $170m Slightly Better 1. See Non-GAAP financial measures in Appendix for an explanation of why a reconciliation of this guidance cannot be provided. Q4 2024 5


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APPENDIX Forward-Looking Statements Certain statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Offerpad’s future financial or operating performance. For example, statements regarding Offerpad’s financial outlook, including homes sold, revenue and Adjusted EBITDA, for the first quarter of 2025, and expectations regarding market conditions, strategic imperatives and long-term sustainability and growth are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “pro forma,” “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may impact such forward-looking statements include, but are not limited to, Offerpad’s ability to respond to general economic conditions; the health of the U.S. residential real estate industry; Offerpad’s ability to grow market share in its existing markets or any new markets it may enter; Offerpad’s ability to manage its growth and its costs structure effectively; Offerpad’s ability to accurately value and manage real estate inventory, maintain an adequate and desirable supply of real estate inventory, and manage renovations; Offerpad’s ability to successfully launch new product and service offerings, and to manage, develop and refine its technology platform; Offerpad’s ability to maintain and enhance its products and brand, and to attract customers; Offerpad’s ability to achieve and maintain profitability in the future; and the success of strategic relationships with third parties. These and other important factors discussed under the caption “Risk Factors” in Offerpad’s Annual Report on Form 10-K for the year ended December 31, 2024 to be filed with the Securities and Exchange Commission on or about February 25, 2025, 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. Q4 2024 6


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APPENDIX OFFERPAD SOLUTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended December 31, Year Ended December 31, (in thousands, except per share data) 2024 2023 2024 2023 (Unaudited) Revenue $ 174,272 $ 240,458 $ 918,819 $ 1,314,412 Cost of revenue 163,683 223,766 846,624 1,244,231 Gross profit 10,589 16,692 72,195 70,181 Operating expenses: Sales, marketing and operating 13,545 17,932 73,091 116,558 General and administrative 9,874 8,775 40,621 50,091 Technology and development 840 1,236 4,524 7,945 Total operating expenses 24,259 27,943 118,236 174,594 Loss from operations (13,670) (11,251) (46,041) (104,413) Other income (expense): Change in fair value of warrant liabilities (109) (109) 240 68 Interest expense (4,084) (5,154) (18,684) (18,859) Other income, net 476 1,065 2,357 6,149 Total other expense (3,717) (4,198) (16,087) (12,642) Loss before income taxes (17,387) (15,449) (62,128) (117,055) Income tax benefit (expense) 62 8 (31) (163) Net loss $ (17,325) $ (15,441) $ (62,159) $ (117,218) Net loss per share, basic $ (0.63) $ (0.57) $ (2.27) $ (4.44) Net loss per share, diluted $ (0.63) $ (0.57) $ (2.27) $ (4.44) Weighted average common shares outstanding, 27,478 27,292 27,410 26,385 basic Weighted average common shares outstanding, 27,478 27,292 27,410 26,385 diluted Q4 2024 7


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APPENDIX OFFERPAD SOLUTIONS INC. CONDENSED CONSOLIDATED BALANCE SHEETS As of (in thousands, except par value per share) (Unaudited) December 31, 2024 December 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 43,018 $ 75,967 Restricted cash 30,608 3,967 Accounts receivable 3,848 9,935 Real estate inventory 214,174 276,500 Prepaid expenses and other current assets 2,564 5,236 Total current assets 294,212 371,605 Property and equipment, net 9,127 4,517 Other non-current assets 9,714 3,572 TOTAL ASSETS $ 313,053 $ 379,694 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 1,922 $ 4,946 Accrued and other current liabilities 11,804 13,859 Secured credit facilities and other debt, net 195,378 227,132 Secured credit facilities and other debt—related party 41,861 30,092 Total current liabilities 250,965 276,029 Warrant liabilities 231 471 Other long-term liabilities 14,204 1,418 Total liabilities 265,400 277,918 Commitments and contingencies Stockholders’ equity: Class A common stock, $0.0001 par value; 2,000,000 shares authorized; 27,379 and 27,233 shares issued and outstanding as of December 31, 2024 and December 31, 3 3 2023, respectively Additional paid in capital 507,696 499,660 Accumulated deficit (460,046) (397,887) Total stockholders’ equity 47,653 101,776 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 313,053 $ 379,694 Q4 2024 8


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APPENDIX OFFERPAD SOLUTIONS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, ($ in thousands) (Unaudited) 2024 2023 Cash flows from operating activities: Net loss $ (62,159) $ (117,218) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 611 728 Amortization of debt financing costs 1,786 4,343 Real estate inventory valuation adjustment 4,472 8,937 Stock-based compensation 8,080 7,915 Change in fair value of warrant liabilities (240) (68) Loss on disposal of property and equipment 105 76 Change in fair value of derivative instruments — (2,124) Changes in operating assets and liabilities: Accounts receivable 6,087 (7,585) Real estate inventory 57,854 379,260 Prepaid expenses and other assets 4,452 3,733 Accounts payable (3,024) 299 Accrued and other liabilities 2,809 (16,664) Net cash provided by operating activities 20,833 261,632 Cash flows from investing activities: Purchases of property and equipment (5,408) (127) Proceeds from sale of property and equipment 82 — Purchases of derivative instruments — (2,569) Proceeds from sale of derivative instruments — 4,681 Net cash (used in) provided by investing activities (5,326) 1,985 Cash flows from financing activities: Borrowings from credit facilities and other debt 807,926 875,559 Repayments of credit facilities and other debt (829,461) (1,286,795) Payment of debt financing costs (236) (1,948) Proceeds from exercise of stock options 33 53 Payments for taxes related to stock-based awards (77) (78) Borrowings from warehouse lending facility — 25,193 Repayments of warehouse lending facility — (25,193) Proceeds from issuance of pre-funded warrants — 90,000 Proceeds from exercise of pre-funded warrants — 11 Issuance cost of pre-funded warrants — (784) Net cash used in financing activities (21,815) (323,982) Net change in cash, cash equivalents and restricted cash (6,308) (60,365) Cash, cash equivalents and restricted cash, beginning of period 79,934 140,299 Cash, cash equivalents and restricted cash, end of period $ 73,626 79,934 Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet: Cash and cash equivalents $ 43,018 75,967 Restricted cash 30,608 3,967 Total cash, cash equivalents and restricted cash $ 73,626 79,934 Supplemental disclosure of cash flow information: Cash payments for interest $ 24,464 24,730 Q4 2024 9


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APPENDIX Non-GAAP Financial Measures In addition to Offerpad’s results of operations above, Offerpad reports certain financial measures that are not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). These measures have limitations as analytical tools when assessing Offerpad’s operating performance and should not be considered in isolation or as a substitute for GAAP measures, including gross profit and net income. Offerpad may calculate or present its non-GAAP financial measures differently than other companies who report measures with similar titles and, as a result, the non-GAAP financial measures Offerpad reports may not be comparable with those of companies in Offerpad’s industry or in other industries. Offerpad has not provided a quantitative reconciliation of forecasted Adjusted EBITDA to forecasted net income (loss) within this press release because Offerpad is unable to calculate certain reconciling items without making unreasonable efforts. These items, which include, but are not limited to, stock-based compensation with respect to future grants and forfeitures, could materially affect the computation of forward-looking net income (loss), are inherently uncertain and depend on various factors, some of which are outside of Offerpad’s control. Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest (and related margins) To provide investors with additional information regarding Offerpad’s margins, Offerpad has included Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest (and related margins), which are non-GAAP financial measures. Offerpad believes that Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest are useful financial measures for investors as they are used by management in evaluating unit level economics and operating performance across Offerpad’s markets. Each of these measures is intended to present the economics related to homes sold during a given period. Offerpad does so by including revenue generated from homes sold (and ancillary services) in the period and only the expenses that are directly attributable to such home sales, even if such expenses were recognized in prior periods, and excluding expenses related to homes that remain in real estate inventory as ofthe end of the period presented. Contribution Profit provides investors a measure to assess Offerpad’s ability to generate returns on homes sold during a reporting period after considering home acquisition costs, renovation and repair costs, and adjusting for holding costs and selling costs. Contribution Profit After Interest further impacts gross profit by including interest costs (including senior and mezzanine secured credit facilities) attributable to homes sold during a reporting period. Offerpad believes these measures facilitate meaningful period over period comparisons and illustrate Offerpad’s ability to generate returns on assets sold after considering the costs directly related to the assets sold in a presented period. Adjusted Gross Profit, Contribution Profit and Contribution Profit After Interest (and related margins) are supplemental measures of Offerpad’s operating performance and have limitations as analytical tools. For example, these measures include costs that were recorded in prior periods under GAAP and exclude, in connection with homes held in real estate inventory at the end of the period, costs required to be recorded under GAAP in the same period. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of Offerpad’s results as reported under GAAP. Offerpad includes a reconciliation of these measures to the most directly comparable GAAP financial measure, which is gross profit. Q4 2024 10


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APPENDIX Adjusted Gross Profit / Margin Offerpad calculates Adjusted Gross Profit as gross profit under GAAP adjusted for (1) net real estate inventory valuation adjustment plus (2) interest expense associated with homes sold in the presented period and recorded in cost of revenue. Net real estate inventory valuation adjustment is calculated by adding back the real estate inventory valuation adjustment charges recorded during the period on homes that remain in real estate inventory at period end and subtracting the real estate inventory valuation adjustment charges recorded in prior periods on homes sold in the current period. Offerpad defines Adjusted Gross Margin as Adjusted Gross Profit as a percentage of revenue. Offerpad views this metric as an important measure of business performance, as it captures gross margin performance isolated to homes sold in a given period and provides comparability across reporting periods. Adjusted Gross Profit helps management assess performance across the key phases of processing a home (acquisitions, renovations, and resale) for a specific resale cohort. Contribution Profit / Margin Offerpad calculates Contribution Profit as Adjusted Gross Profit, minus (1) direct selling costs incurred on homes sold during the presented period, minus (2) holding costs incurred in the current period on homes sold during the period recorded in sales, marketing, and operating, minus (3) holding costs incurred in prior periods on homes sold in the current period recorded in sales, marketing, and operating, plus (4) other income, net which is primarily comprised of interest income earned on our cash and cash equivalents and fair value adjustments of derivative financial instruments. The composition of Offerpad’s holding costs is described in the footnotes to the reconciliation table below. Offerpad defines Contribution Margin as Contribution Profit as a percentage of revenue. Offerpad views this metric as an important measure of business performance as it captures the unit level performance isolated to homes sold in a given period and provides comparability across reporting periods. Contribution Profit helps management assess inflows and outflow directly associated with a specific resale cohort. Contribution Profit / Margin After Interest Offerpad defines Contribution Profit After Interest as Contribution Profit, minus (1) interest expense associated with homes sold in the presented period and recorded in cost of revenue, minus (2) interest expense associated with homes sold in the presented period, recorded in costs of sales, and previously excluded from Adjusted Gross Profit, and minus (3) interest expense under Offerpad’s senior and mezzanine secured credit facilities and other senior secured debt 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 and other senior secured debt 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. Q4 2024 11


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APPENDIX The following tables present a reconciliation of Offerpad’s Adjusted Gross (Loss) Profit, Contribution (Loss) Profit and Contribution (Loss) Profit After Interest to Offerpad’s Gross (Loss) Profit, which is the most directly comparable GAAP measure, and Contribution (Loss) Profit Per Home Sold and Contribution (Loss) Profit After Interest Per Home Sold to Offerpad’s Gross (Loss) Profit Per Home Sold, which is the most directly comparable GAAP measure, for the periods indicated: Three Months Ended (in thousands, except percentages December September June March December 31, and homes sold, unaudited) 31, 2024 30, 2024 30, 2024 31, 2024 2023 Gross profit $ 10,589 $ 17,140 $ 21,871 $ 22,595 $ 16,692 Gross margin 6.1% 8.2% 8.7% 7.9% 6.9% Homes sold 503 615 742 847 712 Gross profit per home sold 21.1 27.9 29.5 26.7 23.4 Adjustments: Inventory valuation adjustment – 2,457 848 544 623 565 current period Inventory valuation adjustment— (592) (535) (540) (645) (713) prior period Interest expense capitalized 1,315 1,367 1,420 1,669 964 Adjusted gross profit $ 13,769 $ 18,820 $ 23,295 $ 24,242 $ 17,508 Adjusted gross margin 7.9% 9.0% 9.3% 8.5% 7.3% Adjustments: Direct selling costs (5,011) (5,767) (6,461) (6,969) (5,829) Holding costs on sales—current period (511) (693) (622) (887) (742) Holding costs on sales—prior period (556) (341) (443) (483) (285) Other income, net 476 512 615 754 1,065 Contribution profit $ 8,167 $ 12,531 $ 16,384 $ 16,657 $ 11,717 Contribution margin 4.7% 6.0% 6.5% 5.8% 4.9% Homes sold 503 615 742 847 712 Contribution profit per home sold 16.2 20.4 22.1 19.7 16.5 Adjustments: Interest expense capitalized (1,315) (1,367) (1,420) (1,669) (964) Interest expense on homes sold – (1,481) (1,865) (2,103) (2,521) (2,041) current period Interest expense on homes sold – (2,629) (1,687) (2,133) (2,426) (1,466) prior period Contribution profit after interest $ 2,742 $ 7,612 $ 10,728 $ 10,041 $ 7,246 Contribution margin after interest 1.6% 3.7% 4.3% 3.5% 3.0% Homes sold 503 615 742 847 712 Contribution profit (loss) 5.5 12.4 14.5 11.9 10.2 after interest per home sold Q4 2024 12


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APPENDIX Adjusted Net (Loss) Income and Adjusted EBITDA Offerpad also presents Adjusted Net Income (Loss) and Adjusted EBITDA, which are non-GAAP financial measures, which the management team uses to assess Offerpad’s underlying financial performance. Offerpad believes these measures provide insight into period over period performance, adjusted for non-recurring or non-cash items. Offerpad calculates Adjusted Net Income (Loss) as GAAP Net Income (Loss) adjusted for the change in fair value of warrant liabilities. Offerpad defines Adjusted Net Income (Loss) Margin as Adjusted Net Income (Loss) as a percentage of revenue. Offerpad calculates Adjusted EBITDA as Adjusted Net Income (Loss) adjusted for interest expense, amortization of capitalized interest, taxes, depreciation and amortization and stock-based compensation expense. Offerpad defines Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue. Adjusted Net Income (Loss) and Adjusted EBITDA are supplemental to Offerpad’s operating performance measures calculated in accordance with GAAP and have important limitations. For example, Adjusted Net Income (Loss) and Adjusted EBITDA exclude the impact of certain costs required to be recorded under GAAP and could differ substantially from similarly titled measures presented by other companies in Offerpad’s industry or companies in other industries. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of Offerpad’s results as reported under GAAP. The following table presents a reconciliation of Offerpad’s Adjusted Net Income (Loss) and Adjusted EBITDA to their GAAP Net Income (Loss), which is the most directly comparable GAAP measure, for the periods indicated: Three Months Ended (in thousands, except percentages, December September June March December unaudited) 31, 2024 30, 2024 30, 2024 31, 2024 31, 2023 Net loss (GAAP) $ (17,325) $ (13,537) $ (13,782) $ (17,515) $ (15,441) Net loss margin (9.9%) (6.5%) (5.5%) (6.1%) (6.4%) Change in fair value of warrant 109 (14) 9 (344) 109 liabilities Adjusted net loss $ (17,216) $ (13,551) $ (13,773) $ (17,859) $ (15,332) Adjusted net loss margin (9.9%) (6.5%) (5.5%) (6.3%) (6.4%) Adjustments: Interest expense 4,084 5,114 4,581 4,905 5,154 Amortization of capitalized 1,315 1,367 1,420 1,669 964 interest(1) Income tax (benefit) expense (62) 24 (54) 123 (8) Depreciation and amortization 147 150 148 166 172 Amortization of stock-based 249 715 3,249 3,867 2,000 compensation Adjusted EBITDA (11,483) (6,181) (4,429) (7,129) (7,050) Adjusted EBITDA margin (6.6%) (3.0%) (1.8%) (2.5%) (2.9%) 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. Q4 2024 13


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Q4 2024 LETTER TO SHAREHOLDERS investor.offerpad.com