Filed pursuant to Rule 424(b)(3)

Registration No. 333-259790

 

Prospectus Supplement No. 1

(To Prospectus dated March 25, 2022)

 

img16371237_0.jpg 

Offerpad Solutions Inc.

 

__________________________________

This prospectus supplement updates, amends and supplements the prospectus dated March 25, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-259790). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2022, which is set forth below.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

Our Class A Common Stock and Warrants are listed on the New York Stock Exchange (“NYSE”) under the symbols “OPAD” and “OPAD WS,” respectively. On May 3, 2022, the closing price of our Class A Common Stock was $5.27 and the closing price for our Warrants was $0.75.

__________________________________

Our business and investment in our Class A Common Stock and Warrants involve significant risks. These risks are described in the section titled “Risk Factors” beginning on page 6 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

__________________________________

The date of this prospectus supplement is May 4, 2022.


 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number: 001-39641

 

img16371237_1.jpg 

Offerpad Solutions Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

85-2800538

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

2150 E. Germann Road, Suite 1, Chandler, Arizona

85286

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (844) 388-4539

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

 

OPAD

 

The New York Stock Exchange

Warrants to purchase Class A common stock, at an exercise price of $11.50 per share

 

OPADWS

 

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller reporting company

 

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 27, 2022, there were 230,434,419 shares of Offerpad’s Class A common stock outstanding and 14,816,236 shares of Offerpad’s Class B common stock outstanding.

 

 

 


 

OFFERPAD SOLUTIONS INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2022

TABLE OF CONTENTS

 

 

 

Page

Cautionary Note Regarding Forward-Looking Statements

3

 

 

 

PART I.

FINANCIAL INFORMATION

4

Item 1.

Financial Statements

4

 

Condensed Consolidated Balance Sheets

4

 

Condensed Consolidated Statements of Operations

5

 

Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ Equity (Deficit)

6

 

Condensed Consolidated Statements of Cash Flows

7

 

Notes to Condensed Consolidated Financial Statements

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

26

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

38

Item 4.

Controls and Procedures

38

 

 

 

PART II.

OTHER INFORMATION

39

Item 1.

Legal Proceedings

39

Item 1A.

Risk Factors

39

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

39

Item 3.

Defaults Upon Senior Securities

39

Item 4.

Mine Safety Disclosures

39

Item 5.

Other Information

39

Item 6.

Exhibits

40

 

 

 

SIGNATURES

41

 

 

 


 

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes statements that express Offerpad Solutions Inc.’s (the “Company,” “Offerpad,” “we,” “us,” or “our”) opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They may appear in a number of places throughout this Quarterly Report on Form 10-Q, including Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our future results of operations, financial condition and liquidity; our prospects, growth, strategies and the markets in which Offerpad operates.

The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to:

our ability to respond to general economic conditions;
the health of the U.S. residential real estate industry;
our ability to grow market share in our existing markets or any new markets we may enter;
the impact of the COVID-19 pandemic;
our ability to manage our growth effectively;
our ability to accurately value and manage inventory, and to maintain an adequate and desirable supply of inventory;
our ability to successfully launch new product and service offerings, and to manage, develop and refine our technology platform;
our ability to maintain and enhance our products and brand, and to attract customers;
our ability to achieve and maintain profitability in the future; and
the success of strategic relationships with third parties.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and other risks and uncertainties discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

The forward-looking statements in this Quarterly Report on Form 10-Q are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q.

 

 

 

Offerpad Solutions Inc. | First Quarter 2022 Form 10-Q | 3


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Balance Sheets

 

 

 

 

 

March 31,

 

 

December 31,

 

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

 

 

 

2022

 

 

2021

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

198,167

 

 

$

169,817

 

Restricted cash

 

 

 

 

37,591

 

 

 

24,616

 

Accounts receivable

 

 

 

 

21,796

 

 

 

6,165

 

Inventory

 

 

 

 

871,511

 

 

 

1,132,571

 

Prepaid expenses and other current assets

 

 

 

 

10,004

 

 

 

9,808

 

Total current assets

 

 

 

 

1,139,069

 

 

 

1,342,977

 

Property and equipment, net

 

 

 

 

5,408

 

 

 

5,146

 

Other non-current assets

 

 

 

 

5,918

 

 

 

4,959

 

TOTAL ASSETS

 

(1)

 

$

1,150,395

 

 

$

1,353,082

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

 

 

$

8,637

 

 

$

6,399

 

Accrued and other current liabilities

 

 

 

 

29,917

 

 

 

35,027

 

Secured credit facilities and notes payable, net

 

 

 

 

725,809

 

 

 

861,762

 

Secured credit facilities and notes payable - related party

 

 

 

 

59,742

 

 

 

164,434

 

Total current liabilities

 

 

 

 

824,105

 

 

 

1,067,622

 

Warrant liabilities

 

 

 

 

18,397

 

 

 

24,061

 

Other long-term liabilities

 

 

 

 

4,466

 

 

 

3,830

 

Total liabilities

 

(2)

 

 

846,968

 

 

 

1,095,513

 

Commitments and contingencies (Note 17)

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Class A common stock, $0.0001 par value; 2,000,000 shares authorized; 229,977 and 224,154 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively

 

 

 

 

23

 

 

 

22

 

Class B common stock, $0.0001; 20,000 shares authorized; 14,816 shares issued and outstanding as of March 31, 2022 and December 31, 2021

 

 

 

 

2

 

 

 

2

 

Additional paid in capital

 

 

 

 

394,470

 

 

 

389,601

 

Accumulated deficit

 

 

 

 

(91,068

)

 

 

(132,056

)

Total stockholders’ equity

 

 

 

 

303,427

 

 

 

257,569

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

$

1,150,395

 

 

$

1,353,082

 

________________

(1)
Our consolidated assets as of March 31, 2022 and December 31, 2021 include the following assets of certain variable interest entities (“VIEs”) that can only be used to settle the liabilities of those VIEs: Restricted cash, $37,591 and $24,616; Accounts receivable, $19,909 and $4,845; Inventory, $871,511 and $1,132,571; Prepaid expenses and other current assets, $3,482 and $2,871; Total assets of $932,493 and $1,164,903, respectively.
(2)
Our consolidated liabilities as of March 31, 2022 and December 31, 2021 include the following liabilities for which the VIE creditors do not have recourse to Offerpad: Accounts payable, $5,199 and $2,810; Accrued and other current liabilities, $2,606 and $3,537; Secured credit facilities and notes payable, net, $785,551 and $1,026,196; Total liabilities, $793,356 and $1,032,543, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

Offerpad Solutions Inc. | First Quarter 2022 Form 10-Q | 4


 

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Operations

 

 

 

Three Months Ended

 

 

 

March 31,

 

(in thousands, except per share data) (Unaudited)

 

2022

 

 

2021

 

Revenue

 

$

1,373,837

 

 

$

283,972

 

Cost of revenue

 

 

1,241,695

 

 

 

250,435

 

Gross profit

 

 

132,142

 

 

 

33,537

 

Operating expenses:

 

 

 

 

 

 

Sales, marketing and operating

 

 

69,888

 

 

 

25,076

 

General and administrative

 

 

14,657

 

 

 

4,734

 

Technology and development

 

 

3,182

 

 

 

2,283

 

Total operating expenses

 

 

87,727

 

 

 

32,093

 

Income from operations

 

 

44,415

 

 

 

1,444

 

Other income (expense):

 

 

 

 

 

 

Change in fair value of warrant liabilities

 

 

5,664

 

 

 

 

Interest expense

 

 

(7,196

)

 

 

(1,918

)

Other income, net

 

 

4

 

 

 

241

 

Total other expense

 

 

(1,528

)

 

 

(1,677

)

Income (loss) before income taxes

 

 

42,887

 

 

 

(233

)

Income tax expense

 

 

(1,899

)

 

 

 

Net income (loss)

 

$

40,988

 

 

$

(233

)

Net income (loss) per share, basic

 

$

0.17

 

 

$

(0.00

)

Net income (loss) per share, diluted

 

$

0.16

 

 

$

(0.00

)

Weighted average common shares outstanding, basic

 

 

240,120

 

 

 

58,567

 

Weighted average common shares outstanding, diluted

 

 

259,607

 

 

 

58,567

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

Offerpad Solutions Inc. | First Quarter 2022 Form 10-Q | 5


 

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ Equity (Deficit)

 

 

 

Common Stock

 

Additional
Paid in

 

Accumulated

 

Total
Stockholders’

 

(in thousands) (Unaudited)

 

Shares

 

Amount

 

Capital

 

Deficit

 

Equity

 

Balance at December 31, 2021

 

 

238,970

 

$

24

 

$

389,601

 

$

(132,056

)

$

257,569

 

Issuance of common stock upon exercise of stock options

 

 

5,823

 

 

1

 

 

3,241

 

 

 

 

3,242

 

Stock-based compensation expense

 

 

 

 

 

 

1,628

 

 

 

 

1,628

 

Net income

 

 

 

 

 

 

 

 

40,988

 

 

40,988

 

Balance at March 31, 2022

 

 

244,793

 

$

25

 

$

394,470

 

$

(91,068

)

$

303,427

 

 

 

Temporary Equity

 

 

 

 

Stockholders’ (Deficit) Equity

 

 

Series A
Convertible
Preferred Stock

 

Series A-1
Convertible
Preferred Stock

 

Series A-2
Convertible
Preferred Stock

 

Series B
Convertible
Preferred Stock

 

Series C
Convertible
Preferred Stock

 

Total
Temporary

 

 

 

 

Common Stock

 

Additional
Paid in

 

Accumulated

 

Treasury Stock

 

Total
Stockholders’
(Deficit)

 

(in thousands) (Unaudited)

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

Equity

 

 

 

 

Shares

 

Amount

 

Capital

 

Deficit

 

Shares

 

Amount

 

Equity

 

Balance at December 31, 2020

 

2,775

 

$

14,921

 

 

1,448

 

$

7,470

 

 

1,105

 

$

7,463

 

 

7,751

 

$

49,845

 

 

5,308

 

$

104,424

 

$

184,123

 

 

 

 

 

7,682

 

$

 

$

5,908

 

$

(138,516

)

 

636

 

$

(10,650

)

$

(143,258

)

Retroactive conversion of shares due to Business Combination

 

18,132

 

 

 

 

9,457

 

 

 

 

7,217

 

 

 

 

50,639

 

 

 

 

34,677

 

 

 

 

 

 

 

 

 

50,183

 

 

 

 

 

 

 

 

4,158

 

 

 

 

 

Balance at December 31, 2020, as converted

 

20,907

 

 

14,921

 

 

10,905

 

 

7,470

 

 

8,322

 

 

7,463

 

 

58,390

 

 

49,845

 

 

39,985

 

 

104,424

 

 

184,123

 

 

 

 

 

57,865

 

 

 

 

5,908

 

 

(138,516

)

 

4,794

 

 

(10,650

)

 

(143,258

)

Issuance of common stock upon exercise of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,025

 

 

 

 

201

 

 

 

 

 

 

 

 

201

 

Issuance of common stock upon early exercise of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

211

 

 

 

 

 

 

 

 

 

 

 

 

 

Vesting of early exercised stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

43

 

 

 

 

 

 

 

 

43

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

614

 

 

 

 

 

 

 

 

614

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(233

)

 

 

 

 

 

(233

)

Balance at March 31, 2021

 

20,907

 

$

14,921

 

 

10,905

 

$

7,470

 

 

8,322

 

$

7,463

 

 

58,390

 

$

49,845

 

 

39,985

 

$

104,424

 

$

184,123

 

 

 

 

 

59,101

 

$

 

$

6,766

 

$

(138,749

)

 

4,794

 

$

(10,650

)

$

(142,633

)

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

Offerpad Solutions Inc. | First Quarter 2022 Form 10-Q | 6


 

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Cash Flows

 

 

 

Three Months Ended

 

 

 

March 31,

 

($ in thousands) (Unaudited)

 

2022

 

 

2021

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income (loss)

 

$

40,988

 

 

$

(233

)

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

 

 

 

 

 

 

Depreciation

 

 

119

 

 

 

130

 

Gain on sale of property and equipment

 

 

 

 

 

(246

)

Amortization of debt financing costs

 

 

717

 

 

 

88

 

Impairment of inventory

 

 

981

 

 

 

130

 

Stock-based compensation

 

 

1,628

 

 

 

614

 

Change in fair value of warrant liabilities

 

 

(5,664

)

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(15,631

)

 

 

(219

)

Inventory

 

 

260,079

 

 

 

(48,775

)

Prepaid expenses and other assets

 

 

(2,488

)

 

 

(4,216

)

Accounts payable

 

 

2,238

 

 

 

359

 

Accrued and other liabilities

 

 

(3,140

)

 

 

4,256

 

Net cash provided by (used in) operating activities

 

 

279,827

 

 

 

(48,112

)

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(381

)

 

 

(990

)

Proceeds from sales of property and equipment

 

 

 

 

 

2,032

 

Net cash (used in) provided by investing activities

 

 

(381

)

 

 

1,042

 

Cash flows from financing activities:

 

 

 

 

 

 

Borrowings from credit facilities and notes payable

 

 

892,836

 

 

 

281,066

 

Repayments of credit facilities and notes payable

 

 

(1,134,164

)

 

 

(255,962

)

Payment of debt financing costs

 

 

(35

)

 

 

(175

)

Proceeds from exercise of stock options

 

 

3,242

 

 

 

459

 

Net cash (used in) provided by financing activities

 

 

(238,121

)

 

 

25,388

 

Net change in cash, cash equivalents and restricted cash

 

 

41,325

 

 

 

(21,682

)

Cash, cash equivalents and restricted cash, beginning of period

 

 

194,433

 

 

 

50,742

 

Cash, cash equivalents and restricted cash, end of period

 

$

235,758

 

 

$

29,060

 

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

 

 

 

 

 

 

Cash and cash equivalents

 

$

198,167

 

 

$

26,411

 

Restricted cash

 

 

37,591

 

 

 

2,649

 

Total cash, cash equivalents and restricted cash

 

$

235,758

 

 

$

29,060

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash payments for interest

 

$

10,537

 

 

$

2,863

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

Offerpad Solutions Inc. | First Quarter 2022 Form 10-Q | 7


OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

NOTE 1. BUSINESS ACTIVITY

On September 1, 2021 (the “Closing Date”), we consummated the transactions contemplated by the Agreement and Plan of Merger, dated March 17, 2021 (the “Merger Agreement”), by and among OfferPad, Inc. (“Old Offerpad”), Supernova Partners Acquisition Company, Inc., a Delaware corporation (“Supernova”), and Orchids Merger Sub, Inc., a Delaware corporation (“Merger Sub”). Pursuant to these transactions, Merger Sub merged with and into Old Offerpad, with Old Offerpad becoming a wholly owned subsidiary of Supernova (the “Business Combination” and, collectively with the other transactions described in the Merger Agreement, the “Transactions”). On the Closing Date, and in connection with the closing of the Transactions (the “Closing”), Supernova changed its name to Offerpad Solutions Inc. (“Offerpad Solutions”). Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company,” “Offerpad,” “we,” “us,” or “our” refer to the business of Old Offerpad, which became the business of Offerpad Solutions and its subsidiaries following the Closing.

Offerpad was founded in 2015 and together with its subsidiaries, is a customer-centric, home buying and selling platform that provides customers with the ultimate home transaction experience, offering convenience, control, certainty, and value. The Company is headquartered in Chandler, Arizona and operated in over 1,700 cities and towns in 24 metropolitan markets across 16 states as of March 31, 2022.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Impact of Business Combination

We accounted for the September 1, 2021 Business Combination as a reverse recapitalization whereby Old Offerpad was determined as the accounting acquirer and Supernova as the accounting acquiree. This determination was primarily based on:

former Offerpad stockholders having the largest voting interest in Offerpad Solutions;
the board of directors of Offerpad Solutions having 7 members, and Offerpad’s former stockholders having the ability to nominate the majority of the members of the board of directors;
Offerpad management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day operations;
the post-combination company assuming the Offerpad name;
Offerpad Solutions maintaining the pre-existing Offerpad headquarters; and
the intended strategy of Offerpad Solutions being a continuation of Offerpad’s strategy.

Accordingly, the Business Combination was treated as the equivalent of Old Offerpad issuing stock for the net assets of Supernova, accompanied by a recapitalization. The net assets of Supernova are stated at historical cost, with no goodwill or other intangible assets recorded.

While Supernova was the legal acquirer in the Business Combination, because Old Offerpad was determined as the accounting acquirer, the historical financial statements of Old Offerpad became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in the accompanying unaudited interim condensed consolidated financial statements reflect (i) the historical operating results of Old Offerpad prior to the Business Combination; (ii) the combined results of the Company and Old Offerpad following the closing of the Business Combination; (iii) the assets and liabilities of Old Offerpad at their historical cost; and (iv) the Company’s equity structure for all periods presented.

In connection with the Business Combination transaction, we have converted the equity structure for the periods prior to the Business Combination to reflect the number of shares of the Company’s common stock issued to Old Offerpad’s stockholders in connection with the recapitalization transaction. As such, the shares, corresponding capital amounts and earnings per share, as applicable, related to Old Offerpad convertible preferred stock and common stock prior to the Business Combination have been retroactively converted by applying the exchange ratio established in the Business Combination.

Basis of Presentation and Interim Financial Information

The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and note disclosures required for annual financial statements have been condensed or excluded pursuant to GAAP and SEC rules and regulations. Accordingly, the unaudited interim condensed consolidated financial statements do not include all of the information and note disclosures

 

Offerpad Solutions Inc. | First Quarter 2022 Form 10-Q | 8


OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

required by GAAP for complete financial statements. Therefore, this information should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021 included in the Company’s 2021 Annual Report on Form 10-K as filed with the SEC on March 7, 2022.

The accompanying financial information reflects all adjustments which are, in the opinion of the Company’s management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Significant estimates include those related to the net realizable value of inventory and warrant liabilities, among others. Actual results could differ from those estimates.

Principles of Consolidation

The Company’s condensed consolidated financial statements include the assets, liabilities, revenues and expenses of the Company, its wholly owned operating subsidiaries and variable interest entities where the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation.

Inventory

Inventory consists of acquired homes and are stated at the lower of cost or net realizable value, with cost determined by the specific identification of each home. Costs include initial purchase costs and renovation costs, as well as holding costs and interest incurred during the renovation period, prior to the listing date. Selling costs, including commissions and holding costs incurred after listing date, are expensed as incurred and included in sales, marketing and operating expenses.

The Company reviews inventory for impairment on a quarterly basis, or more frequently if events or changes in circumstances indicate that the carrying value of inventory may not be recoverable. The Company reviews inventory for indicators that net realizable value is lower than cost. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized as impairment in cost of revenue and the related inventory is adjusted to its net realizable value. For homes under contract to sell, if the carrying value exceeds the contract price less expected selling costs, the carrying value of these homes are adjusted to the contract price less expected selling costs. For all other homes, if the carrying value exceeds the expected sale price less expected selling costs, the carrying value of these homes are adjusted to the expected sale price less expected selling costs. Changes in the Company’s pricing assumptions may lead to a change in the outcome of the Company’s impairment analysis, and actual results may also differ from the Company’s assumptions. The Company recorded inventory impairments of $1.0 million and $0.1 million during the three months ended March 31, 2022 and 2021, respectively.

Stock-Based Compensation

Stock-based compensation awards consist of stock options, restricted stock units and performance-based restricted stock units. The Company measures and recognizes compensation expense for all stock-based compensation awards based on their estimated fair values on the grant date. The Company records compensation expense for all stock-based compensation awards on a straight-line basis over the requisite service period of the awards, which is generally the vesting period of the award. These amounts are reduced by forfeitures in the period the forfeitures occur.

 

Offerpad Solutions Inc. | First Quarter 2022 Form 10-Q | 9


OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

Stock Options

The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock option awards as of the grant date. The Black-Scholes-Merton option pricing model requires the Company to estimate the following key assumptions based on both historical information and management judgment regarding market factors and trends:

Expected term – The Company uses the simplified method when calculating the expected term due to insufficient historical exercise data. The expected term is estimated using the mid-point between the vesting period and the contractual term of the options.
Risk-free interest rate – The Company estimates the risk-free interest rate using the rate of return on U.S. treasury notes interpolated between the years equal to the expected term assumption.
Expected stock price volatility – As the Company’s shares were not publicly traded prior to the Business Combination, and have a limited trading history subsequent to the Business Combination, the Company estimates expected volatility for stock option awards based on the average historical volatility of similar publicly traded companies.
Expected dividend yield – The expected dividend yield assumption considers that the Company has not historically paid dividends and does not expect to pay dividends in the foreseeable future.
Stock price – The Company has issued stock options with exercise prices equal to the fair value of the underlying stock price. Prior to the completion of the Business Combination and listing of the Company’s common stock on the public stock exchange, the fair value of Old Offerpad common stock that underlies the stock options was determined based on then-current valuation estimates at the time of grant. Because such grants occurred prior to the public trading of the Company’s common stock, the fair value of Old Offerpad common stock was typically determined with assistance of periodic valuation analyses from an independent third-party valuation firm. Subsequent to the Business Combination, the fair value of the Company’s common stock is based on the closing price of the Company’s Class A common stock on the grant date.

Restricted Stock Units

The Company determines the fair value of restricted stock units based on the closing price of the Company’s Class A common stock on the grant date.

Performance-Based Restricted Stock Units

The Company determines the fair value of performance-based restricted stock units using a Monte Carlo simulation model that determines the probability of satisfying the market condition stipulated in the award. The Monte Carlo simulation model incorporates various key assumptions, including expected stock price volatility, contractual term, risk-free interest rate, dividend yield and stock price on the grant date. The Company estimates expected stock price volatility based on the average historical volatility of similar publicly traded companies. The Company estimates the risk-free interest rate using the rate of return on U.S. treasury notes equal to the contractual term of the award. The expected dividend yield assumption considers that the Company has not historically paid dividends and does not expect to pay dividends in the foreseeable future.

The Company determines the requisite service period for performance-based restricted stock units by comparing the derived service period to achieve the market-based condition and the explicit service-based period, using the longer of the two service periods as the requisite service period.

New Accounting Pronouncements Recently Issued Not Yet Adopted

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Inter Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. This guidance is optional for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. This guidance is effective from March 12, 2020 through December 31, 2022. Entities may elect to adopt the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The Company may elect to take advantage of this optional guidance in its transition away from LIBOR within certain debt contracts. While the goal of the reference rate reform transition is for it to be economically neutral to entities, the Company is currently evaluating the effect that the new guidance will have on its condensed consolidated financial statements and disclosures.

 

Offerpad Solutions Inc. | First Quarter 2022 Form 10-Q | 10


OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

NOTE 3. BUSINESS COMBINATION

On September 1, 2021, Old Offerpad and Supernova consummated the transactions contemplated by the Merger Agreement. At the Closing, each share of common stock and preferred stock of Old Offerpad that was issued and outstanding immediately prior to the effective time of the Merger (other than excluded shares as contemplated by the Merger Agreement) was cancelled and converted into the right to receive approximately 7.533 shares (the “Exchange Ratio”) of Offerpad Solutions Inc. common stock. The shares of Offerpad Solutions Inc. common stock received as consideration by Brian Bair, the Chief Executive Officer and Founder of the Company, are Class B shares.

At the Closing, each option to purchase Old Offerpad’s common stock, whether vested or unvested, was assumed and converted into an option to purchase a number of shares of Offerpad Solutions Class A common stock in the manner set forth in the Merger Agreement.

Additionally, in connection with the execution of the Merger Agreement, Supernova entered into subscription agreements, pursuant to which certain Supernova investors agreed to purchase at the closing of the Transactions an aggregate of 20,000,000 shares of Offerpad Solutions Class A common stock, for a price of $10.00 per share for an aggregate purchase price of $200.0 million (the “PIPE Investment”). The PIPE Investment was consummated simultaneously with the Closing.

Further, in connection with the closing of Supernova’s initial public offering, Supernova entered into forward purchase agreements pursuant to which certain affiliates of Supernova agreed to purchase, upon the closing of the Transactions, an aggregate of 5,000,000 shares of Offerpad Solutions Class A common stock and an aggregate of 1,666,667 warrants to purchase one share of Offerpad Solutions Class A common stock, for an aggregate purchase price of $50,000,000, or $10.00 per share of Offerpad Solutions Class A common stock and one-third of one warrant to purchase one share of Offerpad Solutions Class A common stock (“Forward Purchase Agreements”). Offerpad Solutions received the funds under the Forward Purchase Agreements upon the Closing.

We accounted for the Business Combination as a reverse recapitalization whereby Old Offerpad was determined as the accounting acquirer and Supernova as the accounting acquiree. Refer to Note 2, Summary of Significant Accounting Policies, for further details. Accordingly, the Business Combination was treated as the equivalent of Old Offerpad issuing stock for the net assets of Supernova, accompanied by a recapitalization. The net assets of Supernova are stated at historical cost, with no goodwill or other intangible assets recorded.

Upon the closing of the Transactions, Offerpad Solutions received total gross proceeds of $284.0 million, which consisted of $34.0 million from Supernova’s trust and operating accounts, $200.0 million from the PIPE Investment and $50.0 million from the Forward Purchase Agreements. Total transaction costs were $51.2 million, which principally consisted of advisory, legal and other professional fees. Cumulative debt repayments of $63.4 million, inclusive of accrued but unpaid interest, were paid in conjunction with the close.

NOTE 4. INVENTORY

The components of inventory, net of applicable lower of cost or net realizable value adjustments, consist of the following as of the respective period ends:

 

 

March 31,

 

 

December 31,

 

($ in thousands)

 

2022

 

 

2021

 

Homes preparing for and under renovation

 

$

304,495

 

 

$

327,455

 

Homes listed for sale

 

 

202,602

 

 

 

400,308

 

Homes under contract to sell

 

 

364,414

 

 

 

404,808

 

Inventory

 

$

871,511

 

 

$

1,132,571

 

 

 

Offerpad Solutions Inc. | First Quarter 2022 Form 10-Q | 11


OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

NOTE 5. PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of the respective period ends:

 

 

March 31,

 

 

December 31,

 

($ in thousands)

 

2022

 

 

2021

 

Rooftop solar panel systems

 

$

5,075

 

 

$

5,075

 

Leasehold improvements

 

 

996

 

 

 

797

 

Software systems

 

 

318

 

 

 

318

 

Computers and equipment

 

 

265

 

 

 

265

 

Office equipment and furniture

 

 

160

 

 

 

160

 

Construction in progress

 

 

182

 

 

 

 

Property and equipment, gross

 

 

6,996

 

 

 

6,615

 

Less: accumulated depreciation

 

 

(1,588

)

 

 

(1,469

)

Property and equipment, net

 

$

5,408

 

 

$

5,146

 

Depreciation expense totaled $0.1 million during each of the three months ended March 31, 2022 and 2021, respectively.

NOTE 6. LEASES

The Company’s operating lease arrangements consist of its corporate headquarters in Chandler, Arizona and field office facilities in most of the metropolitan markets in which the Company operates in the United States. These leases typically have original lease terms of 1 year to 6 years, and some leases contain multiyear renewal options. The Company does not have any finance lease arrangements.

The Company’s operating lease costs are included in operating expenses in the accompanying condensed consolidated statements of operations. During the three months ended March 31, 2022 and 2021, operating lease cost was $0.4 million and $0.3 million, respectively, and variable and short-term lease costs were $0.1 million and $0.1 million, respectively.

Cash payments for amounts included in the measurement of operating lease liabilities was $0.4 million during each of the three months ended March 31, 2022 and 2021. Right-of-use assets obtained in exchange for new or acquired operating lease liabilities was $1.3 million during the three months ended March 31, 2022. There were no right-of-use assets obtained in exchange for new or acquired operating lease liabilities during the three months ended March 31, 2021.

As of March 31, 2022 and December 31, 2021, the Company’s operating leases had a weighted-average remaining lease term of 3.4 years and 3.5 years, respectively, and a weighted-average discount rate of 4.0% and 4.1%, respectively.

The Company’s operating lease liability maturities as of March 31, 2022 are as follows:

($ in thousands)

 

 

 

Remainder of 2022

 

$

1,431

 

2023

 

 

2,015

 

2024

 

 

1,981

 

2025

 

 

854

 

2026

 

 

269

 

2027

 

 

79

 

Thereafter

 

 

 

Total future lease payments

 

 

6,629

 

Less: Imputed interest

 

 

(435

)

Total lease liabilities

 

$

6,194

 

 

 

Offerpad Solutions Inc. | First Quarter 2022 Form 10-Q | 12


OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

The Company’s operating lease right-of-use assets and operating lease liabilities, and the associated financial statement line items, are as follows as of the respective period ends:

($ in thousands)

 

Financial Statement Line Items

 

March 31, 2022

 

 

December 31, 2021

 

Right-of-use assets

 

Other non-current assets

 

$

5,730

 

 

$

4,784

 

Lease liabilities:

 

 

 

 

 

 

 

 

Current liabilities

 

Accrued and other current liabilities

 

 

1,728

 

 

 

1,345

 

Non-current liabilities

 

Other long-term liabilities

 

 

4,466

 

 

 

3,830

 

Total lease liabilities

 

 

 

$

6,194

 

 

$

5,175

 

 

NOTE 7. ACCRUED AND OTHER LIABILITIES

Accrued and other current liabilities consist of the following as of the respective period ends:

 

 

March 31,

 

 

December 31,

 

($ in thousands)

 

2022

 

 

2021

 

Home renovation

 

$

8,385

 

 

$

8,540

 

Payroll and other employee related expenses

 

 

7,755

 

 

 

12,836

 

Marketing

 

 

7,483

 

 

 

5,795

 

Interest

 

 

2,606

 

 

 

3,537

 

Operating lease liabilities

 

 

1,728

 

 

 

1,345

 

Legal and professional obligations

 

 

1,261

 

 

 

1,743

 

Other

 

 

699

 

 

 

1,231

 

Accrued and other current liabilities

 

$

29,917

 

 

$

35,027

 

 

The Company incurred advertising expenses of $14.7 million and $7.4 million during the three months ended March 31, 2022 and 2021, respectively.

Other long-term liabilities as of March 31, 2022 and December 31, 2021 consist of the non-current portion of our operating lease liabilities.

NOTE 8. CREDIT FACILITIES AND NOTES PAYABLE

The carrying value of the Company’s credit facilities, notes payable and other debt consists of the following as of the respective period ends:

 

 

March 31,

 

 

December 31,

 

($ in thousands)

 

2022

 

 

2021

 

Credit facilities and notes payable, net

 

 

 

 

 

 

Senior secured credit facilities with financial institutions

 

$

629,093

 

 

$

747,514

 

Senior secured credit facility with a related party

 

 

21,477

 

 

 

81,926

 

Senior secured debt - other

 

 

6,474

 

 

 

33,320

 

Mezzanine secured credit facilities with third-party lenders

 

 

96,483

 

 

 

87,851

 

Mezzanine secured credit facilities with a related party

 

 

38,265

 

 

 

82,508

 

Debt issuance costs

 

 

(6,241

)

 

 

(6,923

)

Total credit facilities and notes payable, net

 

 

785,551

 

 

 

1,026,196

 

Current portion - credit facilities and notes payable, net

 

 

 

 

 

 

Total credit facilities, other debt and notes payable, net

 

 

725,809

 

 

 

861,762

 

Total credit facilities and notes payable - related party

 

 

59,742

 

 

 

164,434

 

Total credit facilities and notes payable, net

 

$

785,551

 

 

$

1,026,196

 

 

 

Offerpad Solutions Inc. | First Quarter 2022 Form 10-Q | 13


OFFERPAD SOLUTIONS INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

Senior Secured Credit Facilities

The Company utilizes senior secured credit facilities to provide financing for the Company’s real estate inventory purchases and renovation. The senior secured credit facilities are classified as current liabilities on the accompanying condensed consolidated balance sheets as amounts drawn to purchase and renovate homes are due as homes are sold, which is expected to be within 12 months. The following summarizes certain details related to the Company’s senior secured credit facilities (in thousands, except interest rates):

As of March 31, 2022

Borrowing
Capacity

 

Outstanding
Amount

 

Weighted-
Average
Interest Rate

 

End of
Revolving / Withdrawal
Period

 

Final
Maturity
Date

Facility with financial institution 1

$

400,000

 

$

205,752

 

 

2.70

%

August 2022

 

August 2022

Facility with financial institution 2

 

400,000