Delaware |
6531 |
85-2800538 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Large accelerated filer |
☐ |
☒ | ||||
Non-accelerated filer |
☐ |
Smaller reporting company |
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Emerging growth company |
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39 |
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76 |
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116 |
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117 |
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F-1 |
• | its ability to respond to general economic conditions; |
• | the health of the U.S. residential real estate industry; |
• | its ability to grow market share in its existing markets or any new markets it may enter; |
• | the impact of the COVID-19 pandemic; |
• | its ability to manage its growth effectively; |
• | its ability to accurately value and manage inventory, and to maintain an adequate and desirable supply of inventory; |
• | its ability to successfully launch new product and service offerings, and to manage, develop and refine its technology platform; |
• | its ability to maintain and enhance its products and brand, and to attract customers; |
• | its ability to achieve and maintain profitability in the future; and |
• | the success of strategic relationships with third parties. |
• | Our business and operating results may be significantly impacted by a number of factors, including general economic conditions, local or regional conditions in the markets in which we operate, the health of the U.S. residential real estate industry and governmental actions that impact us, risks associated with our real estate assets and the COVID-19 pandemic and attempts to contain it; |
• | Our limited operating history makes it difficult to evaluate our current business and future prospects and the risk of your investment; |
• | We operate in a competitive and fragmented industry, and we may not be successful in attracting customers for our products and services or in competing effectively through management of our products or services, including home renovations, which could harm our business, results of operations and financial condition; |
• | We have experienced rapid growth since inception, which may not be indicative of future growth, and, if we continue to grow rapidly, we may experience difficulties in managing our growth and expanding our operations and service offerings; |
• | Our business model and growth strategy depend on our marketing efforts and ability to maintain our brand and attract customers to our platform in a cost-effective manner; |
• | We may be unsuccessful in launching or marketing new products or services, or launching existing products and services into new markets, or may be unable to successfully integrate new offerings into our existing platform, which would result in significant expense and may not achieve desired results; |
• | We have a history of losses since inception, and we may not achieve or maintain profitability in the future; |
• | Our business is dependent upon our ability to acquire, accurately value and manage inventory and any decrease in availability of inventory, an ineffective pricing or portfolio management strategy, inaccurate information from prospective sellers or buyers with respect to their homes or ineffective home inspections may have an adverse effect on our business, sales and results of operations; |
• | Prospective sellers and buyers of homes may choose not to transact online, which could harm our growth prospects; |
• | Our internal information technology systems may fail or suffer security breaches, loss or leakage of data, and other disruptions, which could disrupt our business or result in the loss of critical and confidential information; |
• | We process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and violation of these privacy obligations could result in a claim for damages, regulatory action, loss of business, or unfavorable publicity; |
• | Our ability to compete depends in part on protecting our intellectual property and other propriety information and on maintaining necessary intellectual property licenses; |
• | We operate in a highly regulated industry and are subject to a wide range of federal, state and local laws, rules and regulations, including licensing and conduct requirements relating to our real estate brokers and brokerage-related businesses and mortgage products; |
• | We utilize a significant amount of indebtedness in the operation of our business, and so our cash flows and operating results could be adversely affected by required payments of debt or related interest and other risks of our debt financing; |
• | We rely on agreements with third parties to finance our business; and |
• | We face risks relating to our capital structure, including the potential impact of our multi-class structure. |
• | downturns in the U.S. residential real estate market — both seasonal and cyclical — in particular with respect to the single family home resale market and the markets in which we operate; |
• | changes in national, regional, or local economic, demographic or real estate market conditions; |
• | the continuing and future impact of the COVID-19 pandemic, including with respect to buying and selling trends in the residential real estate market and potential governmental or regulatory changes or requirements; |
• | slow economic growth or recessionary or inflationary conditions; |
• | increased levels of unemployment or declining wages; |
• | declines in the value of residential real estate or the pace of home appreciation, or the lack thereof; |
• | illiquidity in residential real estate; |
• | overall conditions in the housing market, including macroeconomic shifts in demand, and increases in costs for homeowners such as property taxes, homeowners’ association fees and insurance costs; |
• | low levels of consumer confidence in the economy in general or the U.S. residential real estate industry in particular; |
• | low home inventory levels or lack of affordably priced homes; |
• | increased mortgage interest rates or down payment requirements or restrictions on mortgage financing availability; |
• | increases in household debt levels; |
• | volatility and general declines in the stock market; |
• | federal, state, or local legislative or regulatory changes that would negatively impact owners or potential purchasers of single family homes or the residential real estate industry in general, such as the Tax Cuts and Jobs Act of 2017 (the “ Tax Act |
• | natural disasters, such as hurricanes, windstorms, tornadoes, earthquakes, wildfires, floods, hailstorms and other events that disrupt local, regional, or national real estate markets. |
• | the financial competitiveness of our products for customers; |
• | the volume of our customers; |
• | the timing and market acceptance of our products, including iBuying, and new products offered by us or our competitors; |
• | our selling and marketing efforts; |
• | our customer service and support efforts; |
• | our continued ability to develop and improve our technology to support our business model; |
• | customer adoption of our platform as an alternative to traditional methods of buying and selling residential real estate; and |
• | our brand strength relative to our competitors. |
• | increased unemployment rates and stagnant or declining wages; |
• | decreased consumer confidence in the economy and recessionary conditions; |
• | volatility and declines in the stock market and lower yields on individuals’ investment portfolios; and |
• | more stringent mortgage financing conditions, including increased down payment requirements. |
• | increase the number of customers using our platform; |
• | acquire sufficient inventory at an attractive cost and quality to meet the increasing demand for our homes; |
• | successfully turn over inventory in an efficient manner; |
• | increase customer conversion; |
• | increase our market share within existing markets and expand into new markets; |
• | increase our brand awareness; |
• | obtain and retain adequate availability of financing sources; and |
• | obtain necessary capital to meet our business objectives. |
• | our inability to grow market share in our existing markets or any new markets we may enter; |
• | our expansion into new markets; |
• | declines in U.S. residential real estate transaction volumes; |
• | increased competition in the U.S. residential real estate industry; |
• | changes in our fee structure or rates; |
• | our failure to accurately price homes we acquire or changes to resale prices during the time homes are in inventory; |
• | our failure to realize anticipated efficiencies through our technology and business model; |
• | costs associated with enhancements, or new offerings of our products and services; |
• | failure to execute our growth strategies; |
• | increased marketing costs; |
• | lack of access to housing market data that is used in our pricing models at reasonable cost; |
• | hiring additional personnel to support our overall growth; |
• | loss in value of real estate or potential impairments in the value of our assets due to changes in market conditions in the area in which real estate or assets are located; |
• | increases in costs associated with holding our real estate inventories, including financing costs; |
• | the availability of debt financing and securitization funding to finance our real estate inventories; and |
• | unforeseen expenses, difficulties, complications and delays, and other unknown factors. |
• | authorize Class B common stock that entitle Brian Bair, our Chief Executive Officer and founder, to 10 votes per share of such stock until the Sunset Date; |
• | provide for a classified board of directors with staggered, three-year terms; |
• | permit our board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; |
• | prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; |
• | following the Sunset Date, require that any action of our stockholders be effected only at a meeting of stockholders and not by written consent; |
• | following the Sunset Date, provide that a director may be removed from office only for cause; |
• | following the Sunset Date, provide that vacancies on our board of directors can be filled only by the vote of directors then in office; |
• | limit the liability of, and provide for the indemnification of, our directors and officers; |
• | permit our board of directors to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; |
• | require a supermajority vote of stockholders to amend certain provisions of our certificate of incorporation and, following the sunset date and a supermajority vote of stockholders in order to amend the bylaws; |
• | limit our ability to engage in business combinations with certain interested stockholders without certain approvals; and |
• | mandate advance notice procedures with which stockholders must comply in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company. |
• | the requirement that our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002; |
• | the requirement that we adopt new or revised accounting standards when they are applicable to public companies, instead of delaying their adoption until they are applicable to private companies; |
• | compliance with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; |
• | the requirement that we provide full and more detailed disclosures regarding executive compensation; and |
• | the requirement that we hold a non-binding advisory vote on executive compensation and obtain stockholder approval of any golden parachute payments not previously approved. |
• | your proportionate ownership interest in our company will decrease; |
• | the relative voting strength of each previously outstanding share of our |
• | the market price of our shares may decline. |
• | you may not be able to liquidate your investment in our securities; |
• | you may not be able to resell your securities at or above the price at which you acquired them; |
• | the market price of shares of our securities may experience significant price volatility; and |
• | there may be less efficiency in carrying out your purchase and sale orders. |
• | actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to ours; |
• | changes in the market’s expectations about our operating results; |
• | the public’s reaction to our press releases, other public announcements and filings with the SEC; |
• | speculation in the press or investment community; |
• | actual or anticipated developments in our business, competitors’ businesses or the competitive landscape generally; |
• | the operating results failing to meet the expectation of securities analysts or investors in a particular period; |
• | changes in financial estimates and recommendations by securities analysts concerning us or the market in general; |
• | operating and stock price performance of other companies that investors deem comparable to ours; |
• | changes in laws and regulations affecting our business; |
• | commencement of, or involvement in, litigation involving us; |
• | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of our Class A Common Stock available for public sale; |
• | any major change in our board of directors or management; |
• | sales of substantial amounts of our Class A Common Stock by our directors, officers or significant stockholders or the perception that such sales could occur; |
• | general economic and political conditions such as recessions, interest rates, “trade wars,” pandemics (such as COVID-19) and acts of war or terrorism; and |
• | other risk factors listed under “ Risk Factors. |
• | Continued optimization of acquisition, renovation, and resale processes, as we expand our market footprint and increase penetration in existing markets; |
• | Effectively increasing our Flex business alongside the Express business, optimizing customer engagement and increasing conversion of requests for home purchases; and |
• | Introducing and scaling additional ancillary services to complement our core Express and Flex products. |
• | We are able to manage our portfolio risk in part by our ability to manage holding periods for our inventory. Traditionally resale housing pricing moves gradually through cycles; therefore, shorter inventory holding periods limit pricing exposure. As we have increased our scale and improved our workflow optimization, combined with favorable housing market conditions across our markets during 2021, our average inventory holding period of homes sold improved from 138 days in 2016 to 95 days in both 2019 and 2020, and 76 days in 2021, reducing our pricing risk from holding aged inventory. |
• | Our underwriting tools are constantly updated with inputs from third party data sources, proprietary data sources as well as internal data to adjust to the latest market conditions. This limits pricing exposure to homes previously acquired and not under contract to be resold. Typically, a large portion of our inventory is under contract to be sold at any given time. |
• | Our listed homes are in market-ready and move-in ready condition following the repairs and renovations we conduct. |
Year Ended December 31, |
||||||||
(in thousands, except percentages and homes sold, unaudited) |
2021 |
2020 |
||||||
Gross profit (GAAP) |
$ |
207,815 |
$ |
87,779 |
||||
Gross margin |
10.0 |
% |
8.2 |
% | ||||
Homes sold |
6,373 |
4,281 |
||||||
Gross profit per home sold |
$ |
32.6 |
$ |
20.5 |
||||
Adjustments: |
||||||||
Inventory impairment - current period (1) |
1,205 | 160 | ||||||
Inventory impairment - prior period (2) |
(160 | ) | (842 | ) | ||||
Interest expense capitalized (3) |
6,294 | 2,962 | ||||||
|
|
|
|
|||||
Adjusted gross profit |
$ |
215,154 |
$ |
90,059 |
||||
Adjusted gross margin |
10.4 |
% |
8.5 |
% | ||||
Adjustments: |
||||||||
Direct selling costs (4) |
(48,066 | ) | (30,878 | ) | ||||
Holding costs on sales - current period (5)(6) |
(4,262 | ) | (4,419 | ) | ||||
Holding costs on sales - prior period (5)(7) |
(214 | ) | (1,393 | ) | ||||
Other income (8) |
248 | 834 | ||||||
|
|
|
|
|||||
Contribution profit |
$ |
162,860 |
$ |
54,203 |
||||
Contribution margin |
7.9 |
% |
5.1 |
% | ||||
Homes sold |
6,373 |
4,281 |
||||||
Contribution profit per home sold |
$ |
25.6 |
$ |
12.7 |
||||
Adjustments: |
||||||||
Interest expense capitalized (3) |
(6,294 | ) | (2,962 | ) | ||||
Interest expense on homes sold - current period (9) |
(10,228 | ) | (8,500 | ) | ||||
Interest expense on homes sold - prior period (10) |
(468 | ) | (4,169 | ) | ||||
|
|
|
|
|||||
Contribution profit after interest |
$ |
145,870 |
$ |
38,572 |
||||
Contribution margin after interest |
7.0 |
% |
3.6 |
% | ||||
Homes sold |
6,373 |
4,281 |
||||||
Contribution profit after interest per home sold |
$ |
22.9 |
$ |
9.0 |
(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 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 Consolidated Statements of Operations. |
(8) | Other income in 2021 was earned from the sale of certain fixed assets. In 2020, other income primarily consists of net income to Offerpad from our historical investment in OPHL. |
(9) | Represents both senior and mezzanine interest expense incurred on homes sold in the period presented and expensed to Interest expense on the 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 Consolidated Statements of Operations. |
Year Ended December 31, |
||||||||
(in thousands, except percentages, unaudited) |
2021 |
2020 |
||||||
Net income (loss) (GAAP) |
$ |
6,460 |
$ |
(23,118 |
) | |||
Change in fair value of warrant liabilities |
(2,464 | ) | — | |||||
|
|
|
|
|||||
Adjusted net income (loss) |
$ |
3,996 |
$ |
(23,118 |
) | |||
Adjusted net income (loss) margin |
0.2 |
% |
(2.2 |
)% | ||||
Adjustments: |
||||||||
Interest expense |
15,848 | 10,031 | ||||||
Amortization of capitalized interest (1) |
6,294 | 2,962 | ||||||
Income tax expense |
170 | 163 | ||||||
Depreciation and amortization |
523 | 434 | ||||||
Amortization of stock-based compensation |
3,079 | 1,363 | ||||||
|
|
|
|
|||||
Adjusted EBITDA |
$ |
29,910 |
$ |
(8,165 |
) | |||
Adjusted EBITDA margin |
1.4 |
% |
(0.8 |
)% |
(1) | Amortization of capitalized interest 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. |
Year Ended December 31, |
2021 versus 2020 |
|||||||||||||||
(in thousands, except percentages) |
2021 |
2020 |
$ Change |
% Change |
||||||||||||
Revenue |
$ | 2,070,446 | $ | 1,064,257 | $ | 1,006,189 | 94.5 | % | ||||||||
Cost of revenue |
1,862,631 | 976,478 | 886,153 | 90.7 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Gross profit |
207,815 | 87,779 | 120,036 | 136.7 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Operating expenses: |
||||||||||||||||
Sales, marketing and operating |
146,872 | 76,786 | 70,086 | 91.3 | % | |||||||||||
General and administrative |
30,317 | 17,481 | 12,836 | 73.4 | % | |||||||||||
Technology and development |
10,860 | 7,270 | 3,590 | 49.4 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Total operating expenses |
188,049 | 101,537 | 86,512 | 85.2 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Income (loss) from operations |
19,766 | (13,758 | ) | 33,524 | 243.7 | % | ||||||||||
Other income (expense): |
||||||||||||||||
Change in fair value of warrant liabilities |
2,464 | — | 2,464 | 100.0 | % | |||||||||||
Interest expense |
(15,848 | ) | (10,031 | ) | (5,817 | ) | 58.0 | % | ||||||||
Other income, net |
248 | 834 | (586 | ) | (70.3 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Total other expense |
(13,136 | ) | (9,197 | ) | (3,939 | ) | 42.8 | % | ||||||||
|
|
|
|
|
|
|||||||||||
Income (loss) before income taxes |
6,630 | (22,955 | ) | 29,585 | N.A. | |||||||||||
Income tax expense |
(170 | ) | (163 | ) | (7 | ) | 4.3 | % | ||||||||
|
|
|
|
|
|
|||||||||||
Net income (loss) |
$ | 6,460 | $ | (23,118 | ) | $ | 29,578 | N.A. | ||||||||
|
|
|
|
|
|
As of December 31, 2021 |
Borrowing Capacity |
Outstanding Amount |
Weighted- Average Interest Rate |
End of Revolving / Withdrawal Period |
Final Maturity Date |
|||||||||||||||
Facility with financial institution 1 |
$ | 400,000 | $ | 365,392 | 2.60 | % | August 2022 | August 2022 | ||||||||||||
Facility with financial institution 2 |
400,000 | 375,063 | 2.60 | % | September 2023 | March 2024 | ||||||||||||||
Facility with financial institution 3 |
500,000 | 7,059 | 2.60 | % | December 2023 | December 2024 | ||||||||||||||
Facility with a related party |
85,000 | 81,926 | 4.10 | % | December 2022 | December 2022 | ||||||||||||||
|
|
|
|
|||||||||||||||||
Senior secured credit facilities |
$ | 1,385,000 | $ | 829,440 | ||||||||||||||||
|
|
|
|
As of December 31, 2021 |
Borrowing Capacity |
Outstanding Amount |
Weighted- Average Interest Rate |
End of Revolving / Withdrawal Period |
Final Maturity Date |
|||||||||||||||
Facility 1 with a related party |
$ | 65,000 | $ | 58,767 | 13.00 | % | August 2022 | August 2022 | ||||||||||||
Facility with third-party lender 1 |
90,000 | 86,262 | 9.50 | % | September 2023 | March 2024 | ||||||||||||||
Facility with third-party lender 2 |
112,500 | 1,588 | 9.50 | % | December 2023 | December 2024 | ||||||||||||||
Facility 2 with a related party |
14,000 | 23,742 | 13.00 | % | December 2022 | December 2022 | ||||||||||||||
|
|
|
|
|||||||||||||||||
Mezzanine secured credit facilities |
$ | 281,500 | $ | 170,359 | ||||||||||||||||
|
|
|
|
Year Ended December 31, |
||||||||
($ in thousands) |
2021 |
2020 |
||||||
Net cash (used in) provided by operating activities |
$ | (921,920 | ) | $ | 154,864 | |||
Net cash used in investing activities |
(11,655 | ) | (2,858 | ) | ||||
Net cash provided by (used in) financing activities |
1,077,266 | (131,147 | ) | |||||
|
|
|
|
|||||
Net change in cash, cash equivalents and restricted cash |
$ | 143,691 | $ | 20,859 | ||||
|
|
|
|
Payments Due by Year |
||||||||||||||||
($ in thousands) |
Total |
Less than 1 year |
1-3 years |
3-5 years |
||||||||||||
Senior secured credit facilities (1) |
$ | 834,583 | $ | 834,583 | $ | — | $ | — | ||||||||
Mezzanine secured credit facilities (1) |
174,037 | 174,037 | — | — | ||||||||||||
Senior secured debt - other (1) |
33,728 | 33,728 | — | — | ||||||||||||
Homes purchase commitments (2) |
658,812 | 658,812 | — | — | ||||||||||||
Operating leases (3) |
5,551 | 1,525 | 3,222 | 804 | ||||||||||||
Other contractual commitments (4) |
1,574 | 1,233 | 341 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 1,708,285 | $ | 1,703,918 | $ | 3,563 | $ | 804 | ||||||||
|
|
|
|
|
|
|
|
(1) | Represents the principal amounts outstanding as of December 31, 2021 and estimated interest payments, which have been calculated using the applicable variable or fixed interest rate in existence at December 31, 2021 over an assumed holding period of 76 days. Borrowings under the senior and mezzanine secured credit facilities are payable as the related inventory is sold, which is expected to be within one year of December 31, 2021. |
(2) | As of December 31, 2021, we were under contract to purchase 2,182 homes for an aggregate purchase price of $658.8 million. |
(3) | Represents future payments for operating leases that have commenced as of December 31, 2021 and imputed interest. |
(4) | Represents other financial obligations that have commenced as of December 31, 2021. |
• | Offerpad Flex |
• | Concierge Listing Service: |
• | Buying Service: in-house agents— to assist with purchasing a new home. |
• | Offerpad Home Loans (“OPHL”): in-house mortgage solutions through OPHL, our online joint venture whereby our joint venture partner would underwrite and fund the loans originated by OPHL. Currently, we provide access to mortgage solutions through a brokerage model working with third-party lending partners. |
• | Title and Escrow: |
• | Homes not houses |
• | Freedom first |
• | Every day matters |
• | Results rule |
• | Embrace our roots |
Name |
Age |
Position | ||||
Brian Bair |
45 | Chief Executive Officer and Chairman of the Board | ||||
Katie Curnutte |
42 | Director | ||||
Kenneth DeGiorgio |
50 | Director | ||||
Alexander Klabin |
45 | Director | ||||
Ryan O’Hara |
53 | Director | ||||
Sheryl Palmer |
60 | Director | ||||
Roberto Sella |
56 | Director |
Name |
Age |
Position | ||||
Brian Bair |
45 | Chief Executive Officer and Chairman of the Board | ||||
Stephen Johnson |
51 | Chief Operating Officer | ||||
Michael Burnett |
54 | Chief Financial Officer | ||||
Benjamin Aronovitch |
43 | Chief Legal Officer |
• | the Class I directors are Brian Bair, Roberto Sella and Kenneth DeGiorgio, and their terms will expire at the annual meeting of stockholders to be held in 2022; |
• | the Class II directors are Alexander Klabin and Katie Curnutte, and their terms will expire at the annual meeting of stockholders to be held in 2023; and |
• | the Class III directors are Sheryl Palmer and Ryan O’Hara, and their terms will expire at the annual meeting of stockholders to be held in 2024. |
• | appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; |
• | discussing with our independent registered public accounting firm their independence from management; |
• | reviewing with our independent registered public accounting firm the scope and results of their audit; |
• | pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; |
• | overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; |
• | reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; and |
• | establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. |
• | reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the performance of our Chief Executive Officer in light of these goals and objectives and setting or making recommendations to the Board regarding the compensation of our Chief Executive Officer; |
• | reviewing and setting or making recommendations to our board of directors regarding the compensation of our other executive officers; |
• | making recommendations to our board of directors regarding the compensation of our directors; |
• | reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based plans and arrangements; and |
• | appointing and overseeing any compensation consultants. |
• | identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; |
• | recommending to our board of directors the nominees for election to our board of directors at annual meetings of our stockholders; |
• | overseeing an evaluation of our board of directors and its committees; and |
• | developing and recommending to our board of directors a set of corporate governance guidelines. |
• | Brian Bair, Chief Executive Officer; |
• | Michael Burnett, Chief Financial Officer |
• | Benjamin Aronovitch, Chief Legal Officer |
• | Stephen Johnson, Chief Operating Officer |
What We Do |
What We Do Not Do | |||||||
✓ | Emphasize performance-based, at-risk compensation. |
X | Do not guarantee annual salary increases. | |||||
✓ | Emphasize the use of equity compensation to promote executive retention and reward long-term value creation. | X | Do not grant uncapped annual cash incentives or guaranteed equity compensation. | |||||
✓ | Weight the overall pay mix towards incentive compensation for senior executives. | X | Do not provide significant or excessive perquisites. | |||||
✓ | Engage an independent compensation consultant to directly advise our Compensation Committee. | X | Do not provide any compensation-related tax gross-ups. |
• | Attract and retain talented and experienced executives in a competitive and dynamic market; |
• | Motivate our NEOs to help our Company achieve the best possible financial and operational results; |
• | Provide reward opportunities consistent with our performance on both a short-term and long-term basis that are industry competitive, flexible, fiscally responsible and linked to our overall business objectives; and |
• | Align the long-term interests of our NEOs with those of our stockholders. |
• | Base Salary |
• | Annual Performance-Based Incentive Compensation |
• | Equity Based Long-Term Incentive Compensation |
Named Executive Officer |
2021 Annualized Base Salary |
|||
Brian Bair |
$ | 450,000 | ||
Michael Burnett |
$ | 332,413 | ||
Benjamin Aronovitch |
$ | 328,473 | ||
Stephen Johnson |
$ | 327,281 |
Named Executive Officer |
Target Annual Incentive Opportunity as a Percentage of Base Salary |
|||
Brian Bair |
60 | % | ||
Michael Burnett |
50 | % | ||
Benjamin Aronovitch |
50 | % | ||
Stephen Johnson |
50 | % |
Performance Measure |
Target Performance Goal |
|||
Home Sales |
5,861 | |||
Closing Goals |
1,995 | |||
PTNI Goals (1) |
($ | 55,200,000 | ) | |
Return on Investment |
3.5 | % |
(1) | PTNI generally is calculated as income/loss before income taxes, calculated in accordance with GAAP. |
Performance Level |
% Payout (1) |
|||
Below Threshold |
0 | % | ||
Threshold |
50 | % | ||
Target |
100 | % | ||
Stretch 1 |
125 | % | ||
Stretch 2 |
150 | % |
(1) | For each performance goal, if actual performance falls between the “threshold” and “target” levels specified above, the “threshold” level will apply. In addition, if actual performance falls between the “target” and “Stretch 1” levels specified above or between the “Stretch 1” and “Stretch 2” levels specified above, the percentage of such performance goal that is earned will be determined by using linear interpolation as between the applicable levels. |
Performance Measure |
2021 Actual Achievement |
% of Target Goal Achieved | ||
Home Sales |
6,373 | 110% | ||
Closing Goals |
1,667 | 50% | ||
PTNI Goals |
$6,800,000 | 150% | ||
Return on Investment |
7.6% | 150% |
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Option Awards ($)(1) |
Non-Equity Incentive Plan Compensation ($)(2) |
All Other Compensation ($)(3) |
Total ($) |
|||||||||||||||||||||
Brian Bair |
2021 | 450,000 | — | — | 310,689 | 23,000 | 783,689 | |||||||||||||||||||||
Chief Executive Officer |
2020 | 269,330 | — | — | 190,328 | — | 459,658 | |||||||||||||||||||||
Michael Burnett |
2021 | 332,125 | 200,000 | (4) | — | 191,246 | — | 723,371 | ||||||||||||||||||||
Chief Financial Officer |
2020 | 318,125 | — | — | 162,500 | — | 480,625 | |||||||||||||||||||||
Benjamin Aronovitch |
2021 | 328,338 | 200,000 | (4) | — | 188,983 | — | 717,321 | ||||||||||||||||||||
Chief Legal Officer |
2020 | 62,500 | (5) | 200,000 | 649,513 | — | — | 912,013 | ||||||||||||||||||||
Stephen Johnson |
2021 | 327,192 | — | — | 188,299 | — | 515,491 | |||||||||||||||||||||
Chief Operating Officer |
2020 | 118,750 | (5) | — | 668,430 | 63,934 | — | 851,114 |
(1) | Amounts reflect the full grant-date fair value of Offerpad Options granted to the named individual, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all Offerpad Options made to our NEOs in Note 12 to the consolidated financial statements included in this prospectus. |
(2) | Amounts for fiscal years 2020 and 2021 represent payments earned by our NEOs based upon the achievement of pre-established performance objectives for fiscal years 2020 and 2021 and which were paid in cash in 2021 and 2022, respectively. Please see the description of the 2021 annual cash incentive program under “Cash Incentive Compensation |
(3) | Amount reflects the aggregate FLEX Employee Discount realized by Mr. Bair in connection with the sale of his personal residence in December 2021. Please see the description of the FLEX Employee Discount under “ Retirement Savings, Health and Welfare Benefits |
(4) | Amounts reflect payment of a one-time discretionary bonus to each of Messrs. Burnett and Aronovitch. |
(5) | Messrs. Aronovitch and Johnson commenced employment with the Company on October 12, 2020 and August 10, 2020, respectively. Each of their respective salaries was prorated for the portion of the 2020 fiscal year during which he was employed. |
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) |
||||||||||||
Name |
Threshold ($) |
Target ($) |
Maximum ($) |
|||||||||
Brian Bair |
135,000 | 270,000 | 405,000 | |||||||||
Michael Burnett |
83,103 | 166,207 | 249,310 | |||||||||
Benjamin Aronovitch |
82,118 | 164,237 | 246,355 | |||||||||
Stephen Johnson |
81,820 | 163,641 | 245,461 |
(1) | Amounts reflect potential payouts under our 2021 annual cash incentive program at threshold, target and maximum (or “Stretch 2”) amounts based on 2021 base salaries. Please see the description of the annual cash incentive program under “ Cash Incentive Compensation |
Option Awards |
||||||||||||||||||||||||
Name |
Grant Date |
Vesting Commencement Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
||||||||||||||||||
Brian Bair |
2/10/2017 | (1) | 968,418 | — | 0.73 | 2/9/2027 | ||||||||||||||||||
2/10/2017 | (1) | 1,792,809 | — | 0.69 | 2/9/2027 | |||||||||||||||||||
7/11/2017 | (1) | 95,191 | — | 0.69 | 7/10/2027 | |||||||||||||||||||
7/11/2017 | (1) | 29,272 | — | 0.69 | 7/10/2027 | |||||||||||||||||||
Michael Burnett |
10/17/2019 | 10/21/2019 | (2) | 564,956 | 564,956 | 1.24 | 10/16/2029 | |||||||||||||||||
Benjamin Aronovitch |
10/27/2020 | 10/12/2020 | (2) | 273,062 | 819,186 | 1.23 | 10/26/2030 | |||||||||||||||||
Stephen Johnson |
10/27/2020 | 8/10/2020 | (2) | 353,097 | 776,815 | 1.23 | 10/26/2030 |
(1) | Each of these Offerpad Options were eligible to vest and become exercisable with respect to one-third of the shares underlying the Offerpad Option upon our Board’s good faith determination that the per share value of Offerpad’s common stock (on a fully-diluted basis) equals or exceeds three times (3x), four times (4x) and/or five times (5x), in each case, of the exercise price applicable to the Offerpad Option. On February 5, 2019, one-third (1/3) of the shares subject to these Offerpad Options vested in connection with Offerpad’s |
attainment of the initial stock price goal, as determined by our Board. In addition, in connection with the Closing of the Business Combination, the Board determined that each of the Company performance goals applicable to the Offerpad Options held by Mr. Bair were satisfied. Accordingly, all of Mr. Bair’s then-unvested Offerpad Options vested and became exercisable upon the Closing. |
(2) | Each of these Offerpad Options vests and becomes exercisable over a four-year period, subject to the executive’s continued employment with the Company or its affiliates through the applicable vesting date, as follows: (i) 25% of the shares underlying the Offerpad Option on the first annual anniversary of the vesting commencement date and (ii) 75% of the shares underlying the Offerpad Option in 12 substantially equal installments on each quarterly anniversary of the vesting commencement date thereafter. In addition, upon the occurrence of a “sale event” (as defined in the 2016 Plan), the Offerpad Option will accelerate and become fully vested and exercisable. |
Option Awards |
||||||||
Name |
Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($) |
||||||
Brian Bair |
— | — | ||||||
Michael Burnett |
— | — | ||||||
Benjamin Aronovitch |
— | — | ||||||
Stephen Johnson |
— | — |
(i) | in the case of Mr. Burnett, an amount equal to 12 months of his then-current base salary, payable in equal installments in accordance with the Company’s normal payroll policies; provided that |
(ii) | in the case of Mr. Aronovitch, an amount equal to six months of his then-current base salary, payable in equal installments in accordance with the Company’s normal payroll policies; provided that |
(iii) | in the case of Mr. Johnson, an amount equal to six months of his then-current base salary, payable in equal installments in accordance with the Company’s normal payroll policies; provided that |
(iv) | each of Messrs. Burnett, Aronovitch and Johnson is also eligible to receive (A) payment of any annual cash incentive that the executive has earned in respect of the calendar year ending on or prior to the applicable date of termination; and (B) Company-subsidized healthcare coverage at the same levels as in effect on the date of termination for up to 12 months (for Mr. Burnett) and up to six months (for Messrs. Aronovitch and Johnson) following the applicable date of termination. |
Name |
Payment or Benefit |
Termination Without Cause, for Good Reason or due to Non-Renewal (no Change in Control) ($) (1) |
Change in Control (no Termination) ($) |
Termination Without Cause, for Good Reason or due to Non-Renewal in Connection with a Change in Control ($) |
||||||||||
Brian Bair |
Cash | — | — | — | ||||||||||
Equity Acceleration (2) | — | — | — | |||||||||||
Continued Healthcare | — | — | — | |||||||||||
Total |
— | — | — | |||||||||||
Michael Burnett |
Cash | 523,659 | — | 523,659 | ||||||||||
Equity Acceleration (2) | — | 2,915,173 | 2,915,173 | |||||||||||
Continued Healthcare | 16,337 | — | 16,337 | |||||||||||
Total |
539,996 | 2,915,173 | 3,455,169 | |||||||||||
Benjamin Aronovitch |
Cash | 353,220 | — | 353,220 | ||||||||||
Equity Acceleration (2) | — | 4,235,192 | 4,235,192 | |||||||||||
Continued Healthcare | 8,675 | — | 8,675 | |||||||||||
Total |
361,895 | 4,235,192 | 4,597,087 |
Name |
Payment or Benefit |
Termination Without Cause, for Good Reason or due to Non-Renewal (no Change in Control) ($) (1) |
Change in Control (no Termination) ($) |
Termination Without Cause, for Good Reason or due to Non-Renewal in Connection with a Change in Control ($) |
||||||||||
Stephen Johnson |
Cash | 351,940 | — | 351,940 | ||||||||||
Equity Acceleration (2) | — | 4,016,134 | 4,016,134 | |||||||||||
Continued Healthcare | 8,169 | — | 8,169 | |||||||||||
Total |
360,109 | 4,016,134 | 4,376,243 |
(1) | Amounts reflect the payments that would be made to our NEOs on a termination of employment by the Company without “cause,” by the executive for “good reason” (each, as defined in the applicable Employment Agreement) or, with respect to Mr. Aronovitch, due to the Company’s non-renewal of the employment term. |
(2) | With respect to Offerpad Options, amounts reflected were calculated by (i) multiplying the number of accelerated shares of common stock underlying the options by $6.40, the closing trading price of our common stock on December 31, 2021 and (ii) subtracting the exercise price for the options. |
(3) | Amounts shown are the maximum potential payment the NEO would have received as of December 31, 2021. |
• | Annual Retainer: $50,000 |
• | Annual Committee Chair Retainer: |
• | Audit: $20,000 |
• | Compensation: $20,000 |
• | Nominating and Governance: $10,000 |
• | Annual Committee Member (Non-Chair) Retainer: |
• | Audit: $10,000 |
• | Compensation: $10,000 |
• | Nominating and Governance: $5,000 |
• | Lead Independent Director: $25,000 |
• | Initial Grant |
• | Annual Grant: |
• | Award Terms: |
Name (1) |
Fees Earned or Paid in Cash ($) |
Stock Awards ($)(2) |
Total ($) |
|||||||||
Vaughn Bair (3) (4) |
— | — | — | |||||||||
Katie Curnutte |
20,000 | 300,000 | 320,000 | |||||||||
Kenneth DeGiorgio |
23,333 | (5) | 300,000 | 323,333 | ||||||||
Alexander Klabin |
23,333 | (5) | 300,000 | 323,333 | ||||||||
James Morrissey (3) |
— | — | — | |||||||||
Shivraj Mundy (3) |
— | — | — | |||||||||
Ryan O’Hara |
25,000 | (5) | 300,000 | 325,000 | ||||||||
Sheryl Palmer |
25,000 | (5) | 300,000 | 325,000 | ||||||||
James Satloff (3) |
55,000 | — | 55,000 | |||||||||
Roberto Sella |
— | — | — |
(1) | Brian Bair, our Chief Executive Officer, did not receive any compensation for his services as a member of our Board in 2021; the compensation paid to Mr. Bair for the services he provided to our Company during 2021 is reflected in the section titled, “ Executive Compensation Tables—Summary Compensation Table. |
(2) | Amounts reflect the full grant-date fair value of RSU awards granted during 2021 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all such awards made to our directors in Note 12 to the consolidated financial statements included in this prospectus. |
(3) | The services of each of Messrs. Vaughn Bair, Morrissey, Mundy and Satloff on our Board ended upon the Closing of the Business Combination. |
(4) | In addition to serving on our Board during 2021, Mr. Vaughn Bair was employed as a non-executive employee of the Company pursuant to an offer letter by and between the Company and Mr. Vaughn Bair, dated as of August 5, 2016. This offer letter generally provides for at-will employment, an annual base salary of $150,000, a 60% target bonus opportunity under our annual bonus program, participation in our health and welfare plans and customary restrictive covenants. In 2021, Mr. Vaughn Bair received an annual base salary of $313,000; Mr. Bair did not receive additional compensation for his services on our Board during 2021. |
(5) | Amounts include the full value of the named individual’s annual cash retainer (including any cash retainers for service on a committee), including any portion thereof that was paid in the form of fully vested RSUs, pursuant to the named individual’s election under the Deferred Compensation Plan. The number of RSUs granted is determined by dividing the value of the aggregate amount of cash fees earned by the closing price of the Company’s common stock on the applicable date the cash fees would have otherwise been paid. |
Name |
Option Awards Outstanding at 2021 Fiscal Year End (#) |
RSU Awards Outstanding at 2021 Fiscal Year End (#) (A) |
||||||
Vaughn Bair |
1,747,100 | — | ||||||
Katie Curnutte |
— | 37,617 | ||||||
Kenneth DeGiorgio |
— | 41,122 | ||||||
Alexander Klabin |
— | 41,122 | ||||||
James Morrissey |
— | — | ||||||
Shivraj Mundy |
— | — | ||||||
Ryan O’Hara |
— | 41,372 | ||||||
Sheryl Palmer |
— | 41,372 | ||||||
James Satloff (B) |
167,129 | — | ||||||
Roberto Sella |
— | — |
(A) | Amounts include RSUs which have vested, but have not yet been settled in shares of our common stock, pursuant to the named individual’s election to defer settlement thereof under the Deferred Compensation Plan, as set forth in the following table: |
Name |
Vested and Unsettled RSU Awards Outstanding at 2021 Fiscal Year End (#) | |
Kenneth DeGiorgio |
3,505 | |
Alexander Klabin |
3,505 | |
Ryan O’Hara |
3,755 | |
Sheryl Palmer |
3,755 |
(B) | Upon Mr. Satloff’s departure from our Board, in connection with the Closing of the Business Combination, we accelerated the vesting of a portion of Mr. Satloff’s unvested Offerpad Option to reflect his partial service between his last occurring vesting date and departure date. Following such departure, Mr. Satloff will have one year from the Closing to exercise any vested Offerpad Options held by him. |
Plan category |
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights |
Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights |
Number of Securities Available for Future Issuance Under Equity Compensation Plans (excludes securities reflected in first column) |
|||||||||
Equity compensation plans approved by security holders(1) |
— | — | 28,763,939 | (2) | ||||||||
Options to purchase common stock |
25,576,327 | (3) | $ | 0.73 | (4) | — | ||||||
Restricted stock units |
202,605 | (5) | — | — | ||||||||
|
|
|
|
|
|
|||||||
Equity compensation plans not approved by security holders |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Total |
25,778,932 | $ | 0.73 | 28,763,939 | ||||||||
|
|
|
|
|
|
(1) | Consists of the OfferPad 2016 Stock Option and Grant Plan (the “2016 Plan”), the Offerpad Solutions Inc. 2021 Incentive Award Plan (the “2021 Plan”) and the Offerpad Solutions Inc. 2021 Employee Stock Purchase Plan (“ESPP”). |
(2) | No additional awards will be granted under the 2016 Plan and, as a result, no shares remain available for issuance for new awards under the 2016 Plan. The number of shares of our Class A common stock available for issuance under the 2021 Plan increases annually on the first day of each calendar year, beginning on and including January 1, 2022 and ending on and including January 1, 2031 equal to the lesser of (i) a number of shares such that the aggregate number of shares of Class A common stock available for grant under the 2021 Plan immediately following such increase shall be equal to 5% of the number of fully-diluted shares on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Class A common stock as is determined by our board of directors. The number of shares of our Class A common stock available for issuance under the ESPP increases annually on the first day of each calendar year, beginning on and including January 1, 2022 and ending on and including January 1, 2031, by the lesser of (a) a number of shares such that the aggregate number of shares of Class A common stock available for grant under the ESPP immediately following such increase shall be equal to 1% of the number of fully-diluted shares on the final day of the immediately preceding calendar year and (b) such smaller number of shares of Class A common stock as determined by our board of directors; provided that, no more than 50,000,000 shares of Class A common stock may be issued under the ESPP. |
(3) | Consists of 25,576,327 outstanding options to purchase stock under the 2016 Plan. As of December 31, 2021, there were no outstanding options under the 2021 Plan. |
(4) | As of December 31, 2021, the weighted-average exercise price of outstanding options under the 2016 Plan was $0.73. |
(5) | Consists of 202,605 outstanding restricted stock units under the 2021 Plan. As of December 31, 2021, no restricted stock units have been granted under the 2016 Plan. |
($ in thousands) |
Borrowing Capacity |
Outstanding Amount |
||||||
Senior secured credit facility with a related party |
$ | 85,000 | $ | 81,926 | ||||
Mezzanine secured credit facilities with a related party |
$ | 79,000 | $ | 82,509 |
($ in thousands) |
2019 |
2020 |
2021 |
|||||||||
Mr. Bair’s brother 1 |
$ | 240 | 260 | 572 | ||||||||
Mr. Bair’s brother 2 |
216 | 313 | 469 | |||||||||
Mr. Bair’s sister-in-law |
145 | 120 | 141 | |||||||||
$ | 601 | 693 | 1,182 |
• | each person who is known to be the beneficial owner of more than 5% of the outstanding shares of Offerpad’s Class A Common Stock or Class B Common Stock; |
• | each of Offerpad’s current named executive officers and directors; and |
• | all current executive officers and directors of Offerpad as a group. |
Class A Common Stock |
Class B Common Stock |
Percentage of Total Voting Power |
||||||||||||||||||
Name and Address of Beneficial Owner(1) |
Shares |
% |
Shares |
% |
||||||||||||||||
5% or Greater Stockholders |
||||||||||||||||||||
Entities affiliated with LL Capital Partners I, L.P.(2) |
100,249,983 | 44.3 | % | — | — | 26.8 | % | |||||||||||||
First American Financial Corporation(3) |
32,138,883 | 14.2 | % | — | — | 8.6 | % | |||||||||||||
Jerry Coleman(4) |
18,714,704 | 8.2 | % | — | — | 5.0 | % | |||||||||||||
Named Executive Officers and Directors |
||||||||||||||||||||
Brian Bair(5) |
17,701,926 | 7.3 | % | 14,816,236 | 100.0 | % | 40.0 | % | ||||||||||||
Stephen Johnson(6) |
423,715 | * | — | — | * | |||||||||||||||
Michael Burnett(7) |
706,192 | * | — | — | * | |||||||||||||||
Benjamin Aronovitch(8) |
409,591 | * | — | — | * | |||||||||||||||
Katie Curnutte |
— | — | — | — | — | |||||||||||||||
Kenneth DeGiorgio(9) |
81,122 | * | — | — | * | |||||||||||||||
Alexander M. Klabin(10)(9) |
10,512,941 | 4.6 | % | — | — | 2.8 | % | |||||||||||||
Ryan O’Hara(9) |
51,372 | * | — | — | * | |||||||||||||||
Sheryl Palmer(9) |
35,000 | * | — | — | * | |||||||||||||||
Roberto Sella(2) |
100,628,089 | 44.5 | % | — | — | 26.9 | % | |||||||||||||
All directors and executive officers as a group (10 individuals) |
130,549,948 | 52.5 | % | 14,816,236 | 100.0 | % | 69.1 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of those listed in the table above is 2150 E Germann Rd., Suite 1, Chandler, AZ 85286. |
(2) | Based solely on a Schedule 13D filed with the SEC on September 13, 2021. Consists of shares of Class A Common Stock held by LL Capital Partners I, L.P. and by SIF V, LLC. LLCP I GP, LLC is the general partner of LL Capital Partners I, L.P. and exercises voting and dispositive power over the shares noted |
herein held by LL Capital Partners I, L.P. LLCP II GP, LLC is the general partner of SIF V, LLC and exercises voting and dispositive power over the shares noted herein held by SIF V, LLC. Roberto Sella is the sole manager of SIF V, LLC and LLCP II GP, LLC. As the sole manager of SIF V, LLC and LLCP II GP, LLC, Roberto Sella may be deemed to have voting and dispositive power for the shares noted herein held by LL Capital Partners I, L.P. and SIF V, LLC. Each of LL Capital Partners I, L.P., SIF V, LLC and Roberto Sella separately disclaim beneficial ownership over the shares noted herein except to the extent of their pecuniary interest therein. The address for these entities and individuals is c/o LL Funds, LLC, 2400 Market Street Philadelphia, PA 19103. |
(3) | Based solely on a Schedule 13D filed with the SEC on September 10, 2021. Consists of shares of Class A Common Stock held of record by First American Financial Corporation (“First American”). The management of First American exercises voting and dispositive power with respect to these securities. The board of directors of First American is responsible for appointing all of the members of management, and no member of the board of directors of First American is deemed to beneficially own the shares of common stock held by First American. The address for First American Financial Corporation is 1 First American Way, Santa Ana, CA 97207. |
(4) | Based solely on a Schedule 13D filed with the SEC on September 13, 2021. Includes 2,885,690 shares of Class A Common Stock that would be issuable upon exercise of options exercisable as of or within 60 days of March 10, 2022. |
(5) | Consists of (i) 2,648,229 shares of our Class B Common Stock held by the BBAB 2021 Irrevocable Trust, (ii) 12,168,007 shares of Class B Common Stock held directly and (iii) 2,885,690 shares of Class A Common Stock that would be issuable upon exercise of options exercisable as of or within 60 days of March 10, 2022. |
(6) | Consists of 423,715 shares of Class A Common Stock that would be issuable upon exercise of options exercisable as of or within 60 days of March 10, 2022. |
(7) | Consists of 706,192 shares of Class A Common Stock that would be issuable upon exercise of options exercisable as of or within 60 days of March 10, 2022. |
(8) | Consists of 409,591 shares of Class A Common Stock that would be issuable upon exercise of options exercisable as of or within 60 days of March 10, 2022. |
(9) | Does not include 3,505 shares of Class A Common Stock for each of Mr. DeGiorgio and Mr. Klabin, and 3,755 shares of Class A Common Stock for each of Mr. O’Hara and Ms. Palmer, associated with RSUs that have vested, but have not yet been settled in shares of our common stock, pursuant to the named individual’s election to defer settlement thereof under the Deferred Compensation Plan. |
(10) | Consists of (i) 7,187,191 shares of Class A Common Stock and (ii) 3,325,750 warrants to purchase shares of Class A common stock that became exercisable beginning on October 23, 2021 held by an entity controlled by Mr. Klabin. |
Names and Addresses |
Securities Beneficially Owned prior to this Offering |
Securities to be Sold in this Offering |
Securities Beneficially Owned after this Offering |
|||||||||||||||||||||||||||||
Shares of Class A Common Stock |
Warrants |
Shares of Class A Common Stock |
Warrants |
Shares of Class A Common Stock |
Percentage |
Warrants |
Percentage |
|||||||||||||||||||||||||
BlackRock, Inc.(1) |
4,000,000 | — | 4,000,000 | — | — | — | — | — | ||||||||||||||||||||||||
Darrell Sherman |
30,000 | — | 30,000 | — | — | — | — | — | ||||||||||||||||||||||||
Carl David Cone |
30,000 | — | 30,000 | — | — | — | — | — | ||||||||||||||||||||||||
David S. Connelly |
50,000 | — | 50,000 | — | — | — | — | — | ||||||||||||||||||||||||
Highmark Long/Short Equity 4 Ltd. |
343,496 | — | 343,496 | — | — | — | — | — | ||||||||||||||||||||||||
Ghisallo Master Fund LP |
355,000 | — | 355,000 | — | — | — | — | — | ||||||||||||||||||||||||
Luxor Wavefront, LP |
464,174 | — | 409,201 | — | 54,973 | — | — | — | ||||||||||||||||||||||||
Thebes Offshore Master Fund, LP |
55,850 | — | 55,850 | — | — | — | — | — | ||||||||||||||||||||||||
Lugard Road Capital Master Fund, LP |
62,352 | — | 62,352 | — | — | — | — | — | ||||||||||||||||||||||||
Luxor Capital Partners Long Offshore |
14,055 | — | 10,856 | — | 3,199 | — | — | — | ||||||||||||||||||||||||
Luxor Capital Partners Long, LP |
42,438 | — | 32,636 | — | 9,802 | — | — | — | ||||||||||||||||||||||||
Luxor Capital Partners Offshore |
1,189,518 | — | 594,578 | — | 594,940 | — | — | — | ||||||||||||||||||||||||
Luxor Gibraltar, LP—Series I |
72,206 | — | 64,245 | — | 7,961 | — | — | — | ||||||||||||||||||||||||
Luxor Capital Partners, LP |
1,316,611 | — | 363,744 | — | 952,867 | — | — | — | ||||||||||||||||||||||||
BEMAP Master Fund Ltd |
139,720 | — | 139,720 | — | — | — | — | — | ||||||||||||||||||||||||
Bespoke Alpha MAC MIM LP |
21,114 | — | 21,114 | — | — | — | — | — | ||||||||||||||||||||||||
DS Liquid Div RVA MON LLC |
162,782 | — | 162,782 | — | — | — | — | — | ||||||||||||||||||||||||
SFL SPV I LLC |
24,561 | — | 24,561 | — | — | — | — | — | ||||||||||||||||||||||||
Park West Investors Master Fund, Limited |
1,068,744 | 212,996 | 1,068,744 | — | — | — | 212,996 | — | ||||||||||||||||||||||||
Park West Partners International, Limited |
102,256 | 20,337 | 102,256 | — | — | — | 20,337 | — |
Names and Addresses |
Securities Beneficially Owned prior to this Offering |
Securities to be Sold in this Offering |
Securities Beneficially Owned after this Offering |
|||||||||||||||||||||||||||||
Shares of Class A Common Stock |
Warrants |
Shares of Class A Common Stock |
Warrants |
Shares of Class A Common Stock |
Percentage |
Warrants |
Percentage |
|||||||||||||||||||||||||
Senvest Master Fund, LP |
800,000 | 192,305 | 800,000 | — | — | — | 192,305 | — | ||||||||||||||||||||||||
Sheryl Palmer(2) |
35,000 | — | 35,000 | — | — | — | — | — | ||||||||||||||||||||||||
Taylor Morrison Home Corporation |
1,000,000 | — | 1,000,000 | — | — | — | — | — | ||||||||||||||||||||||||
Nineteen77 Global Merger Arbitrage Opportunity Fund |
19,200 | — | 19,200 | — | — | — | — | — | ||||||||||||||||||||||||
Nineteen77 Global Multi-Strategy Alpha Master Limited |
114,975 | — | 114,975 | — | — | — | — | — | ||||||||||||||||||||||||
IAM Investments ICAV—O’Connor Event Driven UCITS Fund |
850 | — | 850 | — | — | — | — | — | ||||||||||||||||||||||||
Nineteen77 Global Merger Arbitrage Master Limited |
114,975 | — | 114,975 | — | — | — | — | — | ||||||||||||||||||||||||
Ulysses Partners L.P. |
606,400 | — | 440,000 | — | 166,400 | — | — | — | ||||||||||||||||||||||||
Ulysses Offshore Fund, Ltd. |
82,666 | — | 60,000 | — | 22,666 | — | — | — | ||||||||||||||||||||||||
Brookdale Global Opportunity Fund |
370,000 | — | 370,000 | — | — | — | — | — | ||||||||||||||||||||||||
Brookdale International Partners, L.P. |
630,000 | — | 630,000 | — | — | — | — | — | ||||||||||||||||||||||||
ZP Master Utility Fund, Ltd(3) |
4,003,293 | — | 3,000,000 | — | 1,003,293 | — | — | — | ||||||||||||||||||||||||
Entities affiliated with LL Capital Partners I, L.P.(4) |
100,249,983 | — | 100,249,983 | — | — | — | — | — | ||||||||||||||||||||||||
First American Financial Corporation(5) |
32,138,883 | — | 32,138,883 | — | — | — | — | — | ||||||||||||||||||||||||
Jerry Coleman(6) |
18,714,704 | — | 18,714,704 | — | — | — | — | — | ||||||||||||||||||||||||
Brian Bair(7) |
17,701,926 | — | 17,701,926 | — | — | — | — | — | ||||||||||||||||||||||||
Stephen Johnson(8) |
1,129,912 | — | 1,129,912 | — | — | — | — | — | ||||||||||||||||||||||||
Mike Burnett(9) |
1,129,912 | — | 1,129,912 | — | — | — | — | — | ||||||||||||||||||||||||
Benjamin Aronovitch(10) |
1,092,248 | — | 443,375 | — | 648,873 | — | — | — | ||||||||||||||||||||||||
Ancient 1604 LLC(11) |
10,512,941 | 3,325,750 | 10,512,941 | 3,325,750 | — | — | — | — | ||||||||||||||||||||||||
Roberto Sella(12) |
378,106 | — | 378,106 | — | — | — | — | — | ||||||||||||||||||||||||
75 & Sunny LP(13) |
6,131,879 | 2,377,667 | 6,131,879 | 2,377,667 | — | — | — | — | ||||||||||||||||||||||||
Vaughn Bair(14) |
9,848,875 | — | 9,848,875 | — | — | — | — | — | ||||||||||||||||||||||||
Casey Bair(15) |
6,778,397 | — | 6,778,397 | — | — | — | — | — | ||||||||||||||||||||||||
Darrin Shamo(16) |
1,401,278 | — | 1,401,278 | — | — | — | — | — | ||||||||||||||||||||||||
Ken Fox(17) |
40,250 | — | 40,250 | — | — | — | — | — | ||||||||||||||||||||||||
Jim Lanzone(17) |
40,250 | — | 40,250 | — | — | — | — | — | ||||||||||||||||||||||||
Gregg Renfrew(17) |
40,250 | — | 40,250 | — | — | — | — | — | ||||||||||||||||||||||||
Rajeev Singh(17) |
40,250 | — | 40,250 | — | — | — | — | — | ||||||||||||||||||||||||
Damien Hooper-Campbell(17) |
40,250 | — | 40,250 | — | — | — | — | — | ||||||||||||||||||||||||
James Satloff(18) |
648,873 | — | 648,873 | — | — | — | — | — | ||||||||||||||||||||||||
Michael Clifton(19) |
2,054,630 | 831,219 | 2,054,630 | 831,219 |
Names and Addresses |
Securities Beneficially Owned prior to this Offering |
Securities to be Sold in this Offering |
Securities Beneficially Owned after this Offering |
|||||||||||||||||||||||||||||
Shares of Class A Common Stock |
Warrants |
Shares of Class A Common Stock |
Warrants |
Shares of Class A Common Stock |
Percentage |
Warrants |
Percentage |
|||||||||||||||||||||||||
Palmetto Advisors, LLC(20) |
4,512,941 | 1,825,750 | 4,512,941 | 1,825,750 | — | — | — | — | ||||||||||||||||||||||||
Scott Hudson(21) |
15,526 | 6,281 | 15,526 | 6,281 | — | — | — | — |
(1) | The registered holders of the referenced shares to be registered are the following funds and accounts under management by subsidiaries of BlackRock, Inc.: BlackRock Global Allocation Fund, Inc.; BlackRock Global Funds - Global Allocation Fund; BlackRock Global Allocation V.I. Fund of BlackRock Variable Series Funds, Inc.; BlackRock Global Allocation Portfolio of BlackRock Series Fund, Inc.; BlackRock Global Allocation Collective Fund; BlackRock Global Funds - Global Dynamic Equity Fund; BlackRock Capital Allocation Trust; BlackRock Strategic Income Opportunities Portfolio of BlackRock Funds V; Strategic Income Opportunities Bond Fund; BGF ESG Fixed Income Global Opportunities Fund; BGF Fixed Income Global Opportunities Fund; Master Total Return Portfolio of Master Bond LLC; BlackRock Total Return Bond Fund; and BlackRock Global Long/Short Credit Fund of BlackRock Funds IV. BlackRock, Inc. is the ultimate parent holding company of such subsidiaries. On behalf of such subsidiaries, the applicable portfolio managers, as managing directors (or in other capacities) of such entities, and/or the applicable investment committee members of such funds and accounts, have voting and investment power over the shares held by the funds and accounts which are the registered holders of the referenced shares. Such portfolio managers and/or investment committee members expressly disclaim beneficial ownership of all shares held by such funds and accounts. The address of such funds and accounts, such subsidiaries and such portfolio managers and/or investment committee members is 55 East 52nd Street, New York, New York 10055. Shares shown include only the securities being registered for resale and may not incorporate all shares deemed to be beneficially held by the registered holders or BlackRock, Inc. |
(2) | Sheryl Palmer is a member of the board of directors of the Company. |
(3) | ZP Master Utility Fund, Ltd. (the “ZP Fund”) has delegated to Zimmer Partners, LP, as investment manager (the “ZP Investment Manager”), sole voting and investment power over the Class A Common Stock held by the ZP Fund pursuant to its investment management agreement with Zimmer Partners, LP. As a result, each of the ZP Investment Manager, Zimmer Partners GP, LLC, as the general partner of the Investment Manager, Sequentis Financial LLC, as the sole member of Zimmer Partners GP, LLC, and Stuart J. Zimmer, as the managing member of Sequentis Financial LLC, may be deemed to exercise voting and investment power over the Class A Common Stock held by the ZP Fund and thus may be deemed to beneficially own such Class A Common Stock. |
(4) | Consists of (i) 92,685,278 shares of Class A Common Stock held by LL Capital Partners I, L.P. and (ii) 7,564,705 shares of Class A Common Stock held by SIF V, LLC. LLCP I GP, LLC is the general partner of LL Capital Partners I, L.P. and exercises voting and dispositive power over the shares noted herein held by LL Capital Partners I, L.P. LLCP II GP, LLC is the managing member of SIF V, LLC and exercises voting and dispositive power over the shares noted herein held by SIF V, LLC. Roberto Sella, who is a member of the board of directors at the Company, is the sole manager of LLCP I GP, LLC. These securities are being registered for resale in accordance with the terms of the Registration Rights Agreement, as described under “ Certain Relationships and Related Party Transactions—Registration Rights Agreement |
(5) | These securities are being registered for resale in accordance with the terms of the Registration Rights Agreement, as described under “ Certain Relationships and Related Party Transactions—Registration Rights Agreement |
(6) | Consists of (i) 15,829,014 shares of Class A Common Stock and (ii) 2,885,690 shares of Class A Common Stock that would be issuable upon the exercise of options. Jerry Coleman was a co-founder of OfferPad, Inc. These securities are being registered for resale in accordance with the terms of the Registration Rights Agreement, as described under “ Certain Relationships and Related Party Transactions—Registration Rights Agreement |
(7) | Consists of (i) 2,648,229 shares of Class B Common Stock held by the BAB 2021 Irrevocable Trust, (ii) 12,168,007 shares of Class B Common Stock and (iii) 2,534,128 shares of Class A Common Stock that would be issuable upon the exercise of options. Brian Bair is the chief executive officer and chairman of the board of directors at the Company and served as an executive officer and director of OfferPad, Inc. prior to the Business Combination. These securities are being registered for resale in accordance with the terms of the Registration Rights Agreement, as described under “ Certain Relationships and Related Party Transactions—Registration Rights Agreement |
(8) | Consists of 1,129,912 shares of Class A Common Stock that would be issuable upon the exercise of options. Stephen Johnson is chief operating officer at the Company and served as an executive officer of OfferPad, Inc. prior to the Business Combination. These securities are being registered for resale in accordance with the terms of the Registration |
Rights Agreement, as described under “ Certain Relationships and Related Party Transactions—Registration Rights Agreement |
(9) | Consists of 1,129,912 shares of Class A Common Stock that would be issuable upon the exercise of options. Michael Burnett is chief financial officer at the Company and served as an executive officer of OfferPad, Inc. prior to the Business Combination. These securities are being registered for resale in accordance with the terms of the Registration Rights Agreement, as described under “ Certain Relationships and Related Party Transactions—Registration Rights Agreement |
(10) | Consists of 1,092,248 shares of Class A Common Stock that would be issuable upon the exercise of options. Benjamin Aronovitch is the chief financial officer at the Company and served as an executive officer of OfferPad, Inc. prior to the Business Combination. These securities are being registered for resale in accordance with the terms of the Registration Rights Agreement, as described under “ Certain Relationships and Related Party Transactions—Registration Rights Agreement |
(11) | Consists of (i) 7,187,191 shares of Class A Common Stock and (ii) 3,325,750 warrants to purchase shares of Class A Common Stock. Alexander Klabin, a member of the board of directors of the Company, controls the vote and disposition of shares held by Ancient 1604 LLC. These securities are being registered for resale in accordance with the terms of the Registration Rights Agreement, as described under “ Certain Relationships and Related Party Transactions—Registration Rights Agreement |
(12) | Roberto Sella is a member of the board of directors of the Company. These securities are being registered for resale in accordance with the terms of the Registration Rights Agreement, as described under “ Certain Relationships and Related Party Transactions—Registration Rights Agreement |
(13) | Consists of (i) 3,754,212 shares of Class A Common Stock and (ii) 2,377,667 warrants to purchase shares of Class A Common Stock. Spencer Rascoff, a member of the board of directors of the Company until completion of the Business Combination, controls the vote and disposition of shares held by 75 & Sunny LP. These securities are being registered for resale in accordance with the terms of the Registration Rights Agreement, as described under “ Certain Relationships and Related Party Transactions—Registration Rights Agreement |
(14) | Consists of (i) 8,101,775 shares of Class A Common Stock and (ii) 1,747,100 shares of Class A Common Stock that would be issuable upon the exercise of options. Vaughn Bair is the brother of Brian Bair, the Company’s chief executive officer and chairman of the board of directors, served as a member of the board of directors of OfferPad, Inc. prior to the Business Combination and is a non-executive employee at the Company. These securities are being registered for resale in accordance with the terms of the Registration Rights Agreement, as described under “Certain Relationships and Related Party Transactions—Registration Rights Agreement |
(15) | Consists of (i) 5,445,335 shares of Class A Common Stock and (ii) 1,333,062 shares of Class A Common Stock that would be issuable upon exercise of options. Casey Bair is the brother of Brian Bair, the Company’s chief executive officer and chairman of the board of directors, and is an employee at the Company. These securities are being registered for resale in accordance with the terms of the Registration Rights Agreement, as described under “ Certain Relationships and Related Party Transactions—Registration Rights Agreement |
(16) | Consists of (i) 376,637 shares of Class A Common Stock and (ii) 1,024,641 shares of Class A Common Stock that would be issuable upon exercise of options. Darrin Shamo is a non-executive employee at the Company. These securities are being registered for resale in accordance with the terms of the Registration Rights Agreement, as described under “Certain Relationships and Related Party Transactions—Registration Rights Agreement |
(17) | Formerly a director of Supernova Partners Acquisition Company, Inc. prior to the Business Combination. |
(18) | Formerly a director of OfferPad, Inc. prior to the Business Combination. |
(19) | Consists of (i) 1,223,411 shares of Class A Common Stock and (ii) 831,219 warrants to purchase shares of Class A Common Stock. These securities are being registered for resale in accordance with the terms of the Registration Rights Agreement, as described under “ Certain Relationships and Related Party Transactions—Registration Rights Agreement |
(20) | Consists of (i) 2,687,191 shares of Class A Common Stock and (ii) 1,825,750 warrants to purchase shares of Class A Common Stock. These securities are being registered for resale in accordance with the terms of the Registration Rights Agreement, as described under “ Certain Relationships and Related Party Transactions—Registration Rights Agreement |
(21) | Consists of (i) 9,245 shares of Class A Common Stock and (ii) 6,281 warrants to purchase shares of Class A Common Stock. These securities are being registered for resale in accordance with the terms of the Registration Rights Agreement, as described under “ Certain Relationships and Related Party Transactions—Registration Rights Agreement |
• | 2,000,000,000 shares of Class A common stock, par value $0.0001 per share; |
• | 20,000,000 shares of Class B common stock, par value $0.0001 per share; |
• | 250,000,000 shares of Class C common stock, par value $0.0001 per share; and |
• | 100,000,000 shares of preferred stock, par value $0.0001 per share. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and |
• | if, and only if, the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of our Class A common stock and equity-linked securities as described below) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of Class A common stock (as defined below) except as otherwise described below; |
• | if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of our Class A common stock and equity-linked securities as described above) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; and |
• | if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of our Class A common stock) as the outstanding public warrants, as described above. |
Fair Market Value of Class A Common Stock |
||||||||||||||||||||||||||||||||||||
Redemption Date (period to expiration of warrants) |
$10.00 |
$11.00 |
$12.00 |
$13.00 |
$14.00 |
$15.00 |
$16.00 |
$17.00 |
$18.00 |
|||||||||||||||||||||||||||
57 months |
0.257 | 0.277 | 0.294 | 0.310 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
54 months |
0.252 | 0.272 | 0.291 | 0.307 | 0.322 | 0.335 | 0.347 | 0.357 | 0.361 | |||||||||||||||||||||||||||
51 months |
0.246 | 0.268 | 0.287 | 0.304 | 0.320 | 0.333 | 0.346 | 0.357 | 0.361 | |||||||||||||||||||||||||||
48 months |
0.241 | 0.263 | 0.283 | 0.301 | 0.317 | 0.332 | 0.344 | 0.356 | 0.361 | |||||||||||||||||||||||||||
45 months |
0.235 | 0.258 | 0.279 | 0.298 | 0.315 | 0.330 | 0.343 | 0.356 | 0.361 | |||||||||||||||||||||||||||
42 months |
0.228 | 0.252 | 0.274 | 0.294 | 0.312 | 0.328 | 0.342 | 0.355 | 0.361 | |||||||||||||||||||||||||||
39 months |
0.221 | 0.246 | 0.269 | 0.290 | 0.309 | 0.325 | 0.340 | 0.354 | 0.361 | |||||||||||||||||||||||||||
36 months |
0.213 | 0.239 | 0.263 | 0.285 | 0.305 | 0.323 | 0.339 | 0.353 | 0.361 | |||||||||||||||||||||||||||
33 months |
0.205 | 0.232 | 0.257 | 0.280 | 0.301 | 0.320 | 0.337 | 0.352 | 0.361 | |||||||||||||||||||||||||||
30 months |
0.196 | 0.224 | 0.250 | 0.274 | 0.297 | 0.316 | 0.335 | 0.351 | 0.361 | |||||||||||||||||||||||||||
27 months |
0.185 | 0.214 | 0.242 | 0.268 | 0.291 | 0.313 | 0.332 | 0.350 | 0.361 | |||||||||||||||||||||||||||
24 months |
0.173 | 0.204 | 0.233 | 0.260 | 0.285 | 0.308 | 0.329 | 0.348 | 0.361 | |||||||||||||||||||||||||||
21 months |
0.161 | 0.193 | 0.223 | 0.252 | 0.279 | 0.304 | 0.326 | 0.347 | 0.361 | |||||||||||||||||||||||||||
18 months |
0.146 | 0.179 | 0.211 | 0.242 | 0.271 | 0.298 | 0.322 | 0.345 | 0.361 | |||||||||||||||||||||||||||
15 months |
0.130 | 0.164 | 0.197 | 0.230 | 0.262 | 0.291 | 0.317 | 0.342 | 0.361 | |||||||||||||||||||||||||||
12 months |
0.111 | 0.146 | 0.181 | 0.216 | 0.250 | 0.282 | 0.312 | 0.339 | 0.361 | |||||||||||||||||||||||||||
9 months |
0.090 | 0.125 | 0.162 | 0.199 | 0.237 | 0.272 | 0.305 | 0.336 | 0.361 | |||||||||||||||||||||||||||
6 months |
0.065 | 0.099 | 0.137 | 0.178 | 0.219 | 0.259 | 0.296 | 0.331 | 0.361 | |||||||||||||||||||||||||||
3 months |
0.034 | 0.065 | 0.104 | 0.150 | 0.197 | 0.243 | 0.286 | 0.326 | 0.361 | |||||||||||||||||||||||||||
0 months |
— | — | 0.042 | 0.115 | 0.179 | 0.233 | 0.281 | 0.323 | 0.361 |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter |
• | through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | to or through underwriters or broker-dealers; |
• | settlement of short sales entered into after the date of this prospectus; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | through loans or pledges of the shares, including to a broker-dealer or an affiliate thereof; |
• | in privately negotiated transactions; |
• | in options transactions; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
2 | ||||
4 | ||||
5 | ||||
6 | ||||
8 | ||||
9 |
• | We evaluated management’s ability to accurately estimate the expected sales price by comparing actual closing prices for homes closed to the expected sales price estimate for these same homes used in management’s impairment analysis. |
• | We evaluated the market comparables used by management to determine the expected sales price estimate and compared to external market sources. |
• | With the assistance of our internal fair value specialists, we evaluated the reasonableness of management’s methodology for identifying market comparables. |
• | We evaluated external macroeconomic market sources regarding trends and changing market conditions. |
As of December 31, |
||||||||||||
(in thousands, except par value per share) |
2021 |
2020 |
||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | $ | ||||||||||
Restricted cash |
||||||||||||
Accounts receivable |
||||||||||||
Inventory |
||||||||||||
Prepaid expenses and other current assets |
||||||||||||
Total current assets |
||||||||||||
Property and equipment, net |
||||||||||||
Other non-current assets |
||||||||||||
TOTAL ASSETS |
(1 | ) | $ | $ | ||||||||
LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS’ EQUITY (DEFICIT) |
||||||||||||
Current liabilities: |
||||||||||||
Accounts payable |
$ | $ | ||||||||||
Accrued and other current liabilities |
||||||||||||
Secured credit facilities and notes payable, net |
||||||||||||
Secured credit facilities and notes payable - related party |
||||||||||||
Total current liabilities |
||||||||||||
Secured credit facilities and notes payable, net of current portion |
||||||||||||
Warrant liabilities |
||||||||||||
Other long-term liabilities |
||||||||||||
Total liabilities |
(2 | ) | ||||||||||
Commitments and contingencies (Note 17) |
||||||||||||
Temporary 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 equity |
||||||||||||
Stockholders’ equity (deficit): |
||||||||||||
Class A common stock, $ |
||||||||||||
Class B common stock, $ |
||||||||||||
Additional paid in capital |
||||||||||||
Accumulated deficit |
( |
) | ( |
) | ||||||||
Treasury stock |
( |
) | ||||||||||
Total stockholders’ equity (deficit) |
( |
) | ||||||||||
TOTAL LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS’ EQUITY (DEFICIT) |
$ | $ | ||||||||||
(1) | Our consolidated assets as of December 31, 2021 and 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, $ |
(2) | Our consolidated liabilities as of December 31, 2021 and 2020 include the following liabilities for which the VIE creditors do not have recourse to Offerpad: Accounts payable, $ Non-current portion of secured credit facilities and notes payable, net, $ |
Year Ended December 31, |
||||||||||||
(in thousands, except per share data) |
2021 |
2020 |
2019 |
|||||||||
Revenue |
$ | $ | $ | |||||||||
Cost of revenue |
||||||||||||
Gross profit |
||||||||||||
Operating expenses: |
||||||||||||
Sales, marketing and operating |
||||||||||||
General and administrative |
||||||||||||
Technology and development |
||||||||||||
Total operating expenses |
||||||||||||
Income (loss) from operations |
( |
) | ( |
) | ||||||||
Other income (expense): |
||||||||||||
Change in fair value of warrant liabilities |
||||||||||||
Interest expense |
( |
) | ( |
) | ( |
) | ||||||
Other income, net |
||||||||||||
Total other expense |
( |
) | ( |
) | ( |
) | ||||||
Income (loss) before income taxes |
( |
) | ( |
) | ||||||||
Income tax expense |
( |
) | ( |
) | ( |
) | ||||||
Net income (loss) |
$ | $ | ( |
) | $ | ( |
) | |||||
Net income (loss) per share, basic |
$ | $ | ( |
) | $ | ( |
) | |||||
Net income (loss) per share, diluted |
$ | $ | ( |
) | $ | ( |
) | |||||
Weighted average common shares outstanding, basic |
||||||||||||
Weighted average common shares outstanding, diluted |
||||||||||||
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 Equity |
Common Stock |
Additional Paid in Capital |
Accumulated Deficit |
Treasury Stock |
Total Stockholders’ (Deficit) Equity |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands) |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2018 |
$ | $ | $ | $ | $ | $ | $ | $ | $ | ( |
) | $ | $ | ( |
) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Retroactive conversion of shares due to Business Combination |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2018, as converted |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Series C (extension) stock, net of offering costs |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchased shares |
— | — | — | — | — | — | — | — | — | — | — | ( |
) | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ( |
) | — | — | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2019 |
$ | $ | $ | $ | $ | $ | $ | — | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Series C (extension) stock, net of offering costs |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ( |
) | — | — | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2020 |
$ | $ | $ | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) |
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 Equity |
Common Stock |
Additional Paid in Capital |
Accumulated Deficit |
Treasury Stock |
Total Stockholders’ (Deficit) Equity |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(in thousands) |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon early exercise of stock options |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchased shares |
— | — | — | — | — | — | — | — | — | — | — | ( |
) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vesting of early exercised stock options |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of preferred stock to common stock |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Class A common stock and Class B common stock in connection with Business Combination |
— | — | — | — | — | — | — | — | — | — | — | — | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2021 |
$ | $ | $ | $ | $ | $ | $ | $ | $ | ( |
) | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Year Ended December 31, |
||||||||||||
($ in thousands) |
2021 |
2020 |
2019 |
|||||||||
Cash flows from operating activities: |
||||||||||||
Net income (loss) |
$ | $ | ( |
) | $ | ( |
) | |||||
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: |
||||||||||||
Depreciation |
||||||||||||
Gain on sale of property and equipment |
( |
) | ||||||||||
Amortization of debt financing costs |
||||||||||||
Impairment of inventory |
||||||||||||
Stock-based compensation |
||||||||||||
Change in fair value of warrant liabilities |
( |
) | ||||||||||
Changes in operating assets and liabilities: |
||||||||||||
Accounts receivable |
( |
) | ( |
) | ||||||||
Inventory |
( |
) | ( |
) | ||||||||
Prepaid expenses and other assets |
( |
) | ( |
) | ||||||||
Accounts payable |
( |
) | ||||||||||
Accrued and other liabilities |
||||||||||||
Net cash (used in) provided by operating activities |
( |
) | ( |
) | ||||||||
Cash flows from investing activities: |
||||||||||||
Purchases of property and equipment |
( |
) | ( |
) | ( |
) | ||||||
Proceeds from sales of property and equipment |
||||||||||||
Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ||||||
Cash flows from financing activities: |
||||||||||||
Proceeds from Business Combination |
||||||||||||
Issuance cost of common stock |
( |
) | ||||||||||
Borrowings from credit facilities and notes payable |
||||||||||||
Repayments of credit facilities and notes payable |
( |
) | ( |
) | ( |
) | ||||||
Payment of debt financing costs |
( |
) | ( |
) | ( |
) | ||||||
Proceeds from exercise of stock options |
||||||||||||
Proceeds from issuance of Class C preferred stock, net |
||||||||||||
Repurchase of common stock |
( |
) | ||||||||||
Net cash provided by (used in) financing activities |
( |
) | ||||||||||
Net change in cash, cash equivalents and restricted cash |
||||||||||||
Cash, cash equivalents and restricted cash, beginning of period |
||||||||||||
Cash, cash equivalents and restricted cash, end of period |
$ | $ | $ | |||||||||
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet: |
||||||||||||
Cash and cash equivalents |
$ | $ | $ | |||||||||
Restricted cash |
||||||||||||
Total cash, cash equivalents and restricted cash |
$ | $ | $ | |||||||||
Supplemental disclosure of cash flow information: |
||||||||||||
Cash payments for interest |
$ | $ | $ | |||||||||
Supplemental disclosure of non-cash investing and financing activities: |
||||||||||||
Transfer of property and equipment, net to inventory |
$ | $ | $ | |||||||||
Acquisition of warrant liabilities |
$ | $ | $ | |||||||||
Conversion of preferred stock to common stock |
$ | $ | $ | |||||||||
Conversion of treasury stock |
$ | $ | $ |
• | 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 |
• | 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. |
Property and Equipment Category |
Estimated Useful Life | |
Rooftop solar panel systems |
||
Properties held for use |
s | |
Leasehold improvements |
||
Computers and equipment |
||
Office equipment and furniture |
||
Software systems |
($ in thousands) |
2021 |
2020 |
||||||
Homes preparing for and under renovation |
$ | $ | ||||||
Homes listed for sale |
||||||||
Homes under contract to sell |
||||||||
Inventory |
$ | $ | ||||||
($ in thousands) |
2021 |
2020 |
||||||
Rooftop solar panel systems |
$ | $ | ||||||
Leasehold improvements |
||||||||
Software systems |
||||||||
Computers and equipment |
||||||||
Office equipment and furniture |
||||||||
Properties held for use |
||||||||
Property and equipment, gross |
||||||||
Less: accumulated depreciation |
( |
) | ( |
) | ||||
Property and equipment, net |
$ | $ | ||||||
($ in thousands) |
||||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total future lease payments |
||||
Less: Imputed interest |
( |
) | ||
Total lease liabilities |
$ | |||
($ in thousands) |
Financial Statement Line Items |
Balance |
||||
Right-of-use |
non-current |
$ | ||||
Lease liabilities: |
||||||
Current liabilities |
s | |||||
Non-current liabilities |
s | |||||
Total lease liabilities |
$ | |||||
($ in thousands) |
2021 |
2020 |
||||||
Payroll and other employee related expenses |
$ | $ | ||||||
Home renovation |
||||||||
Marketing |
||||||||
Interest |
||||||||
Legal and professional obligations |
||||||||
Operating lease liabilities |
||||||||
Other |
||||||||
Accrued and other current liabilities |
$ | $ | ||||||
($ in thousands) |
2021 |
2020 |
||||||
Credit facilities and notes payable, net |
||||||||
Senior secured credit facilities with financial institutions |
$ | $ | ||||||
Senior secured credit facility with a related party |
||||||||
Senior secured debt - other |
||||||||
Mezzanine secured credit facilities with third - party lenders |
||||||||
Mezzanine secured credit facilities with a related party |
||||||||
Notes payable with related parties |
||||||||
Notes payable - other |
||||||||
Debt issuance costs |
( |
) | ( |
) | ||||
Total credit facilities and notes payable, net |
||||||||
Current portion - credit facilities and notes payable, net |
||||||||
Total credit facilities, other debt and notes payable |
||||||||
Total credit facilities and notes payable, net - related party |
||||||||
Non-current portion - credit facilities and notes payable, net |
||||||||
Total credit facilities and notes payable |
||||||||
Total credit facilities and notes payable, net |
$ | $ | ||||||
As of December 31, 2021 |
Borrowing Capacity |
Outstanding Amount |
Weighted- Average Interest Rate |
End of Revolving / Withdrawal Period |
Final Maturity Date |
|||||||||||||||
Facility with financial institution 1 |
$ | $ | % | 2 |
2 |
|||||||||||||||
Facility with financial institution 2 |
% | 3 |
4 |
|||||||||||||||||
Facility with financial institution 3 |
% | 3 |
4 |
|||||||||||||||||
Facility with a related party |
% | 2 |
2 |
|||||||||||||||||
Senior secured credit facilities |
$ | $ | ||||||||||||||||||
As of December 31, 2020 |
Borrowing Capacity |
Outstanding Amount |
Weighted- Average Interest Rate |
|||||||||
Facility with financial institution 1 |
$ | $ | % | |||||||||
Facility with a related party |
% | |||||||||||
Senior secured credit facilities |
$ | $ | ||||||||||
• | Senior Secured Credit Facility with Financial Institution 1 |
• | Senior Secured Credit Facility with Financial Institution 2 |
• | Senior Secured Credit Facility with Financial Institution 3 |
• | Senior Secured Credit Facility with a Related Party |
As of December 31, 2021 |
Borrowing Capacity |
Outstanding Amount |
Weighted- Average Interest Rate |
End of Revolving / Withdrawal Period |
Final Maturity Date |
|||||||||||||||
Facility 1 with a related party |
$ | $ | % | 2 |
2 | |||||||||||||||
Facility with third-party lender 1 |
% | 3 | 4 | |||||||||||||||||
Facility with third-party lender 2 |
% | 3 | 4 | |||||||||||||||||
Facility 2 with a related party |
% | 2 | 2 | |||||||||||||||||
Mezzanine secured credit facilities |
$ | $ | ||||||||||||||||||
As of December 31, 2020 |
Borrowing Capacity |
Outstanding Amount |
Weighted- Average Interest Rate |
|||||||||
Facility 1 with a related party |
$ | $ | % | |||||||||
Facility 2 with a related party |
% | |||||||||||
Mezzanine secured credit facilities |
$ | $ | ||||||||||
• | Mezzanine Secured Credit Facility 1 with a Related Party |
• | Mezzanine Secured Credit Facility with Third-Party Lender 1 |
• | Mezzanine Secured Credit Facility with Third-Party Lender 2 |
• | Mezzanine Secured Credit Facility 2 with a Related Party |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $ |
• | if and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of our Class A common stock) as the outstanding public warrants, as described above. |
($ in thousands) |
Quoted Prices in Active Markets for Identical Liabilities (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||
Public warrant liabilities |
$ | $ | — | $ | — | |||||||
Private placement warrant liabilities |
$ | — | $ | — | $ |
($ in thousands) |
||||
Beginning balance |
$ | |||
Initial fair value of private placement warrants |
||||
Change in fair value of private placement warrants included in net income (loss) |
( |
) | ||
Ending balance |
$ | |||
December 31, 2021 |
September 30, 2021 |
September 1, 2021 |
||||||||||
Volatility |
% | % | % | |||||||||
Stock price |
$ | $ | $ | |||||||||
Expected life of the options to convert |
||||||||||||
Risk-free rate |
% | % | % | |||||||||
Dividend yield |
% | % | % |
Options Issued Under Plan (in thousands) |
Nonemployee Options (in thousands) |
Total Options (in thousands) |
Weighted- Average Exercise Price Per Share |
Weighted-Average Remaining Contractual Term (in years) |
Aggregate Intrinsic Value (in thousands) |
|||||||||||||||||||
Outstanding as of December 31, 2018 |
$ | $ | ||||||||||||||||||||||
Retroactive conversion of shares due to Business Combination |
( |
) | ||||||||||||||||||||||
Outstanding as of December 31, 2018, as converted |
||||||||||||||||||||||||
Granted |
||||||||||||||||||||||||
Exercised |
( |
) | — | ( |
) | |||||||||||||||||||
Forfeited |
( |
) | — | ( |
) | |||||||||||||||||||
Outstanding as of December 31, 2019 |
||||||||||||||||||||||||
Granted |
||||||||||||||||||||||||
Exercised |
— | — | — | |||||||||||||||||||||
Forfeited |
( |
) | — | ( |
) | |||||||||||||||||||
Outstanding as of December 31, 2020 |
||||||||||||||||||||||||
Granted |
— | |||||||||||||||||||||||
Exercised |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Forfeited |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Outstanding as of December 31, 2021 |
||||||||||||||||||||||||
Exercisable as of December 31, 2021 |
||||||||||||||||||||||||
Vested and expected to vest as of December 31, 2021 |
||||||||||||||||||||||||
2021 Range | ||
Expected term (in years) |
||
Risk-free interest rate |
||
Expected volatility |
||
Dividend yield |
||
Fair value on grant date |
$ |
Number of RSUs (in thousands) |
Weighted Average Grant Date Fair Value |
|||||||
Outstanding as of December 31, 2020 |
$ | |||||||
Granted |
||||||||
Vested and settled |
— | |||||||
Forfeited |
||||||||
Outstanding as of December 31, 2021 |
||||||||
($ in thousands) |
2021 |
2020 |
||||||
Assets |
||||||||
Restricted cash |
$ | $ | ||||||
Accounts receivable |
||||||||
Inventory |
||||||||
Prepaid expenses and other current assets |
||||||||
Property and equipment, net |
||||||||
Total assets |
$ | $ | ||||||
Liabilities |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued and other current liabilities |
||||||||
Secured credit facilities and notes payable, net - current portion |
||||||||
Secured credit facilities and notes payable - net of current portion |
— | |||||||
Total liabilities |
$ | $ | ||||||
Year Ended December 31, |
||||||||||||
(In thousands, except per share data) |
2021 |
2020 |
2019 |
|||||||||
Numerator: |
||||||||||||
Net income (loss) |
$ | $ | ( |
) | $ | ( |
) | |||||
Denominator: |
||||||||||||
Weighted average common shares outstanding, basic |
||||||||||||
Dilutive effect of stock options (1) |
||||||||||||
Dilutive effect of restricted stock units |
||||||||||||
Dilutive effect of preferred stock (1) |
||||||||||||
Dilutive effect of warrants (1) |
||||||||||||
Weighted average common shares outstanding, diluted |
||||||||||||
Net income (loss) per share, basic |
$ | $ | ( |
) | $ | ( |
) | |||||
Net income (loss) per share, diluted |
$ | $ | ( |
) | $ | ( |
) | |||||
Anti-dilutive securities excluded from diluted income (loss) per share: |
||||||||||||
Anti-dilutive stock options (1) |
||||||||||||
Anti-dilutive preferred stock (1) |
||||||||||||
Anti-dilutive warrants (1) |
(1) | Due to the net loss during each of the years ended December 31, 2020 and 2019, |
Years Ended December 31, |
||||||||||||
($ in thousands) |
2021 |
2020 |
2019 |
|||||||||
Current: |
||||||||||||
Federal |
$ | $ | $ | |||||||||
State |
||||||||||||
Total current |
||||||||||||
Deferred: |
||||||||||||
Federal |
||||||||||||
State |
||||||||||||
Total deferred |
||||||||||||
Income tax expense |
$ | $ | $ | |||||||||
Years Ended December 31, |
||||||||||||||||||||||||
(In thousands, except percentages) |
2021 |
2020 |
2019 |
|||||||||||||||||||||
Provision at federal statutory income tax rate |
$ | % | $ | ( |
) | % | $ | ( |
) | % | ||||||||||||||
Incentive stock options |
% | ( |
)% | ( |
)% | |||||||||||||||||||
State income taxes |
% | ( |
) | % | ( |
) | % | |||||||||||||||||
Transaction costs |
( |
) | ( |
)% | % | % | ||||||||||||||||||
Valuation allowance |
( |
) | ( |
)% | ( |
)% | ( |
)% | ||||||||||||||||
Change in fair value of warrant liabilities |
( |
) | ( |
)% | % | % | ||||||||||||||||||
Other |
% | ( |
)% | ( |
)% | |||||||||||||||||||
Effective income tax rate |
$ | % | $ | ( |
)% | $ | ( |
)% | ||||||||||||||||
($ in thousands) |
2021 |
2020 |
||||||
Deferred tax assets: |
||||||||
Federal net operating loss carryforwards |
$ | $ | ||||||
State net operating loss carryforwards |
||||||||
Operating lease liabilities |
||||||||
Other |
||||||||
Gross deferred tax assets |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
Deferred tax assets, net of valuation allowance |
||||||||
Deferred tax liabilities: |
||||||||
Operating lease right-of-use |
( |
) | ||||||
Property and equipment |
( |
) | ( |
) | ||||
Other |
( |
) | ( |
) | ||||
Gross deferred tax liabilities |
( |
) | ( |
) | ||||
Net deferred income taxes |
$ | $ | ||||||
2021 |
2020 |
|||||||||||||||
($ in thousands) |
Borrowing Capacity |
Outstanding Amount |
Borrowing Capacity |
Outstanding Amount |
||||||||||||
Senior secured credit facility with a related party |
$ | $ | $ | $ | ||||||||||||
Mezzanine secured credit facilities with a related party |
$ | $ | $ | $ | ||||||||||||
Year Ended December 31, |
||||||||||||
($ in thousands) |
2021 |
2020 |
2019 |
|||||||||
Mr. Bair’s brother 1 |
$ | $ | $ | |||||||||
Mr. Bair’s brother 2 |
||||||||||||
Mr. Bair’s sister-in-law |
||||||||||||
$ | $ | $ | ||||||||||
2021 |
||||||||||||||||
(In thousands, except per share data, unaudited) |
December 31 |
September 30 |
June 30 |
March 31 |
||||||||||||
Revenue |
$ | $ | $ | $ | ||||||||||||
Gross profit |
||||||||||||||||
Income from operations |
||||||||||||||||
Net income (loss) |
( |
) | ( |
) | ||||||||||||
Net income (loss) per share, basic (1) |
$ | $ | ( |
) | $ | $ | ||||||||||
Net income (loss) per share, diluted (1) |
$ | $ | ( |
) | $ | $ |
2020 |
||||||||||||||||
(In thousands, except per share data, unaudited) |
December 31 |
September 30 |
June 30 |
March 31 |
||||||||||||
Revenue |
$ | $ | $ | $ | ||||||||||||
Gross profit |
||||||||||||||||
Income (loss) from operations |
( |
) | ( |
) | ( |
) | ||||||||||
Net loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Net loss per share, basic (1) |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Net loss per share, diluted (1) |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
(1) | Basic and diluted net income (loss) per share are computed independently for each of the quarters presented. Therefore, the sum of the quarterly basic and diluted net income (loss) per share may not equal annual basic and diluted income (loss) per share. |
Item 13. |
Other Expenses of Issuance and Distribution. |
Amount |
||||
Securities and Exchange Commission registration fee |
$ | 305,346 | ||
Accounting fees and expenses |
55,000 | |||
Legal fees and expenses |
100,000 | |||
Financial printing and miscellaneous expenses |
175,000 | |||
|
|
|||
Total expenses |
$ | 635,346 | ||
|
|
Item 14. |
Indemnification of Directors and Officers. |
Item 15. |
Recent Sales of Unregistered Securities. |
Item 16. |
Exhibits and Financial Statement Schedules. |
(a) |
Exhibits. |
Incorporated by Reference | ||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date |
Filed/ Furnished Herewith | ||||||||||||
2.1+ | 10-Q |
001-39641 |
2.1 | 11/10/21 | ||||||||||||||
3.1 | 8-K/A |
001-39641 |
3.1 | 9/7/21 | ||||||||||||||
3.2 | S-4 |
333-255079 |
3.4 | 8/9/21 | ||||||||||||||
4.1 | S-4 |
333-255079 |
4.1 | 8/9/21 | ||||||||||||||
4.2 | S-4 |
333-255079 |
4.2 | 8/9/21 | ||||||||||||||
4.3 | S-4 |
333-255079 |
4.4 | 8/9/21 | ||||||||||||||
5.1 | S-1 | 333-259790 | 5.1 | 9/24/21 | ||||||||||||||
10.1# | S-4 |
333-255079 |
10.24 | 8/9/21 | ||||||||||||||
10.2 | 8-K/A |
001-39641 |
10.7 | 9/7/21 | ||||||||||||||
10.3# | 8-K/A |
001-39641 |
10.10 | 9/7/21 | ||||||||||||||
10.4# | 8-K/A |
001-39641 |
10.11 | 9/7/21 | ||||||||||||||
10.5# | 10-K | 001-39641 | 10.5 | 3/7/22 | ||||||||||||||
10.6# | S-4 |
333-255079 |
10.23 | (a) | 8/9/21 | |||||||||||||
10.7# | 8-K/A |
001-39641 |
10.22 | 9/7/21 | ||||||||||||||
10.8# | 10-K | 001-39641 | 10.8 | 3/7/22 | ||||||||||||||
10.9# | S-4 |
333-255079 |
10.26 | 8/9/21 | ||||||||||||||
10.10# | S-4 |
333-255079 |
10.27 | 8/9/21 | ||||||||||||||
10.11# | S-4 |
333-255079 |
10.28 | 8/9/21 | ||||||||||||||
10.12# | 10-K | 001-39641 | 10.12 | 3/7/22 |
Incorporated by Reference | ||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date |
Filed/ Furnished Herewith | ||||||||||||
10.13+ | 8-K |
001-39641 |
10.2 | 12/20/21 | ||||||||||||||
10.14+ | 8-K |
001-39641 |
10.3 | 12/20/21 | ||||||||||||||
10.15+ | S-4 |
333-255079 |
10.31 | 8/9/21 | ||||||||||||||
10.16 | S-4 |
333-255079 |
10.31 | (a) | 8/9/21 | |||||||||||||
10.17 | 10-Q |
001-39641 |
10.7 | 11/10/21 | ||||||||||||||
10.18 | S-4 |
333-255079 |
10.32 | 8/9/21 | ||||||||||||||
10.19 | 8-K/ A |
001-39641 |
10.24 | (a) | 9/7/21 | |||||||||||||
10.20+ | 8-K |
001-39641 |
10.1 | 9/15/21 | ||||||||||||||
10.21+ | 8-K |
001-39641 |
10.1 | 12/20/21 |
Incorporated by Reference | ||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date |
Filed/ Furnished Herewith | ||||||||||||
21.1 | 10-K | 001-39641 | 21.1 | 3/7/22 | ||||||||||||||
23.1 | * | |||||||||||||||||
23.2 | S-1 | 333-259790 | 5.1 | 9/24/21 | ||||||||||||||
24.1 | S-1 | 333-259790 | 24.1 | 9/24/21 | ||||||||||||||
101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
* | ||||||||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document |
* | ||||||||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
* | ||||||||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
* | ||||||||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
* | ||||||||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
* | ||||||||||||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* |
* | Filed herewith. |
** | Furnished herewith. |
# | Indicates management contract or compensatory plan. |
+ | Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request. |
OFFERPAD SOLUTIONS INC. | ||
By: | /s/ Brian Bair | |
Name: | Brian Bair | |
Title: | Chairman and Chief Executive Officer |
Signature |
Title |
Date | ||
/s/ Brian Bair Brian Bair |
Chief Executive Officer and Chairman of the Board (Principal Executive Officer) |
March 18, 2022 | ||
* Michael Burnett |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
March 18, 2022 | ||
* Katie Curnutte |
Director | March 18, 2022 | ||
* Kenneth DeGiorgio |
Director | March 18, 2022 | ||
* Alexander Klabin |
Director |
March 18, 2022 | ||
* Ryan O’Hara |
Director | March 18, 2022 | ||
* Sheryl Palmer |
Director | March 18, 2022 | ||
* Roberto Sella |
Director | March 18, 2022 |
* | Pursuant to power of attorney |
By: | /s/ Brian Bair | |
Brian Bair | ||
As Attorney-in-Fact |