EX-99.1

EX-99.1 2 d470852dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

LOGO

Offerpad Reports Fourth Quarter and Full-Year 2022 Results

Reduced legacy inventory and strengthened balance sheet with new equity capital

CHANDLER, Ariz. – February 22, 2023 – (BUSINESS WIRE) – Offerpad Solutions Inc. (“Offerpad”) (NYSE: OPAD), a leading tech-enabled platform for residential real estate, today released financial results for the three months ended and year ended December 31, 2022.

Fourth Quarter 2022 Financial Results – compared with the prior-year fourth quarter:

•

Revenue was $677.2 million compared to $867.5 million

•

Gross Profit was ($44.9) million* compared to $70.3 million

•

Net Income was ($121.1) million* compared to $12.8 million

•

Adjusted EBITDA was ($103.7) million* compared to $7.7 million

*	Reported amounts include an inventory impairment charge of $44.1 million

“I’m pleased to share we’ve made significant progress on two key challenges, selling inventory acquired prior to the sharp market dislocation and securing additional capital to strengthen our balance sheet,” said Brian Bair, Chairman and CEO. “We are nearing the end of our legacy inventory disposition process, and early results from homes acquired after September 1, 2022 are showing positive returns.”

“In addition, the investment of $90 million of new equity capital from both new and existing shareholders at the end of January further demonstrates continued confidence in our strategy,” said Bair.

Q4 2022 Financial Results


	Q4 2022			Q4 2021			Percentage Change
Homes acquired		539			3,049			(82	%)
Homes sold		1,865			2,423			(23	%)
Revenue	$	677.2M		$	867.5M			(22	%)
Gross profit¹	($	44.9M	)	$	70.3M			n.a.
Net income (loss)^{1, 2}	($	121.1M	)	$	12.8M			n.a
Adjusted net loss¹	($	124.5M	)	($	2.8M	)		(4,280	%)
Adjusted EBITDA¹	($	103.7M	)	$	7.7M			n.a.
Gross profit (loss) per home sold	($	24,100	)	$	29,000			n.a.
Contribution profit (loss) after interest per home sold	($	32,800	)	$	18,400			n.a.

¹	Includes $44.1 million charge in Q4 2022 for inventory impairments.

²	Includes $3.4 million non-cash credit in Q4 2022 and a $15.6 million non-cash credit in Q4 2021 to mark to market the Warrant Liability.

Operational highlights for full-year 2022 include:

•

Sold over 10,000 homes in a year for the first time in Offerpad history;

•

Earned a 93 percent customer satisfaction rating¹;

•

Increased total listing, buyer and mortgage transactions by 90% year-over-year; and

•

Cash offer requests from the Agent Partnership Program increased 80% year-over-year.

Full-Year 2022 Financial Results


	2022			2021		Percentage Change
Homes acquired		9,034			9,023		0	%
Homes sold		10,635			6,373		67	%
Revenue	$	4.0B		$	2.1B		91	%
Gross profit¹	$	182.4M		$	207.8M		(12	%)
Net income (loss)^{1, 2}	($	148.6M	)	$	6.5M		n.a.
Adjusted net income (loss)¹	($	172.1M	)	$	4.0M		n.a.
Adjusted EBITDA¹	($	103.8M	)	$	29.9M		n.a.
Gross profit per home sold	$	17,200		$	32,600		(47	%)
Contribution profit after interest per home sold	$	9,300		$	22,900		(59	%)
Cash and cash equivalents	$	97.2M		$	169.8M		(43	%)

¹	Includes $93.8 million charge in 2022 for inventory impairments.

²	Includes $23.5 million non-cash credit in 2022 and a $2.5 million non-cash credit in 2021 to mark to market the Warrant Liability.

Additional information regarding Offerpad’s fourth quarter and full-year 2022 financial results and management commentary can be found by accessing the Company’s Quarterly Letter to Shareholders on the Offerpad investor relations website at investor.offperpad.com.

First Quarter 2023 Outlook

“Our strategy this year builds upon our long-standing mission to provide a comprehensive solution center, while incorporating new approaches that further capitalize on our existing foundation and expertise. Specifically, we plan to retain and build our foundational cash offer and listing service, responsibly grow our business with an increased focus on existing market penetration and expand our capital light business-to-business partnerships and services,” noted Bair.

Offerpad is providing its first quarter outlook for 2023 as follows:


		Q1 2023 Outlook
Homes Sold		1,300 – 1,450
Revenue		$480M – $540M
Adjusted EBITDA⁴		($35)M – ($55)M

⁴	See Non-GAAP financial measures below for an explanation of why a reconciliation of this guidance cannot be provided.

“We expect our first quarter 2023 results to reflect sequential bottom line improvement driven by improving returns and cost reductions,” said Mike Burnett, CFO of Offerpad. “Consistent with our purposeful decrease in homes acquired during the latter half of 2022, we expect a sequential decline in revenue as we continue to optimize our portfolio.”

¹	Based on survey of approximately 3,400 customers who sold their home to Offerpad in 2022.

Conference Call and Webcast Details

Offerpad Chairman and CEO Brian Bair and CFO Mike Burnett will host a conference call and accompanying webcast on February 22, 2023, at 5 p.m. ET. The webcast can be accessed on Offerpad’s Investor Relations website at https://events.q4inc.com/attendee/542581541. Participants can register at https://www.netroadshow.com/events/login?show=6e55212d&confId=45658 to receive a personalized dial in number and PIN. Access to a replay of the webcast will be available from the same website address shortly after the live webcast concludes.

About Offerpad

Offerpad’s mission is to deliver the best home buying and selling experience so you can spend less time ‘real estat-ing’ and more time living. From cash offers and flexible listing options to mortgages and buyer services, Offerpad has been helping homeowners since 2015. We pair our local expertise in residential real estate with proprietary technology to put you in control of the process and help find the right solution that fits your needs. Visit Offerpad.com for more information.

#OPAD_IR

Contacts

Investors

Stefanie Layton

Investors@offerpad.com

Media

Press@Offerpad.com

Forward-Looking Statements

Certain statements in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Offerpad’s future financial or operating performance. For example, statements regarding Offerpad’s financial outlook for the first quarter 2023, expectations regarding profitability and anticipated growth in the industry in which Offerpad operates are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “pro forma,” “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may impact such forward-looking statements include, but are not limited to, Offerpad’s ability to respond to general economic conditions; the health of the U.S. residential real estate industry; Offerpad’s ability to grow market share in its existing markets or any new markets it may enter; the impact of the COVID-19 pandemic; Offerpad’s ability to manage its growth effectively; Offerpad’s ability to accurately value and manage inventory, and to maintain an adequate and desirable supply of inventory; Offerpad’s ability to successfully launch new product and service offerings, and to manage, develop and refine its technology platform; Offerpad’s ability to maintain and enhance its products and brand, and to attract customers; Offerpad’s ability to achieve and maintain profitability in the future; the success of strategic relationships with third parties; and Offerpad’s failure to meet the New York Stock Exchange’s continued listing standards. These and other important factors discussed under the caption “Risk Factors” in Offerpad’s Annual Report on Form 10-K for the year ended December 31, 2022 to be filed with the Securities and Exchange Commission on or about February 28, 2023, and Offerpad’s other reports filed with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Offerpad and its management, are inherently uncertain. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Offerpad undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Operations


	Three Months Ended December 31,						Year Ended December 31,
(in thousands, except per share data)	2022			2021			2022			2021
Revenue	$	677,214		$	867,540		$	3,952,314		$	2,070,446
Cost of revenue		722,074			797,248			3,769,892			1,862,631

Gross (loss) profit		(44,860	)		70,292			182,422			207,815

Operating expenses:
Sales, marketing and operating		48,761			51,474			238,931			146,872
General and administrative		13,300			12,286			58,718			30,317
Technology and development		2,978			3,197			12,090			10,860

Total operating expenses		65,039			66,957			309,739			188,049

(Loss) income from operations		(109,899	)		3,335			(127,317	)		19,766
Other income (expense):
Change in fair value of warrant liabilities		3,360			15,649			23,522			2,464
Interest expense		(15,135	)		(6,178	)		(45,991	)		(15,848	)
Other income, net		861			—			1,532			248

Total other (expense) income		(10,914	)		9,471			(20,937	)		(13,136	)

(Loss) income before income taxes		(120,813	)		12,806			(148,254	)		6,630
Income tax expense		(324	)		—			(359	)		(170	)

Net (loss) income	$	(121,137	)	$	12,806		$	(148,613	)	$	6,460

Net (loss) income per share, basic	$	(0.49	)	$	0.05		$	(0.61	)	$	0.05

Net (loss) income per share, diluted	$	(0.49	)	$	0.05		$	(0.61	)	$	0.05

Weighted average common shares outstanding, basic		247,379			238,395			245,148			118,571

Weighted average common shares outstanding, diluted		247,379			261,897			245,148			143,220

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Balance Sheets


	As of December 31,
(in thousands, except par value per share)	2022			2021
ASSETS
Current assets:
Cash and cash equivalents	$	97,241		$	169,817
Restricted cash		43,058			24,616
Accounts receivable		2,350			6,165
Inventory		664,697			1,132,571
Prepaid expenses and other current assets		6,833			9,808

Total current assets		814,179			1,342,977
Property and equipment, net		5,194			5,146
Other non-current assets		5,696			4,959

TOTAL ASSETS	$	825,069		$	1,353,082

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,647		$	6,399
Accrued and other current liabilities		28,252			35,027
Secured credit facilities and other debt, net		605,889			861,762
Secured credit facilities and other debt - related party		60,176			164,434

Total current liabilities		698,964			1,067,622
Warrant liabilities		539			24,061
Other long-term liabilities		3,689			3,830

Total liabilities		703,192			1,095,513

Commitments and contingencies
Stockholders’ equity:
Class A common stock, $0.0001 par value; 2,000,000 shares authorized; 232,379 and 224,154 shares issued and outstanding as of December 31, 2022 and 2021, respectively		23			22
Class B common stock, $0.0001 par value; 20,000 shares authorized; 14,816 shares issued and outstanding as of December 31, 2022 and 2021, respectively		2			2
Additional paid in capital		402,521			389,601
Accumulated deficit		(280,669	)		(132,056	)

Total stockholders’ equity		121,877			257,569

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	825,069		$	1,353,082

OFFERPAD SOLUTIONS INC.

Condensed Consolidated Statements of Cash Flows


	Year Ended December 31,
($ in thousands)	2022			2021
Cash flows from operating activities:
Net (loss) income	$	(148,613	)	$	6,460
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation		1,022			523
Gain on sale of property and equipment		—			(246	)
Amortization of debt financing costs		2,948			916
Impairment of inventory		93,810			2,843
Stock-based compensation		8,307			3,079
Change in fair value of warrant liabilities		(23,522	)		(2,464	)
Changes in operating assets and liabilities:
Accounts receivable		3,815			(3,845	)
Inventory		374,064			(949,591	)
Prepaid expenses and other assets		(275	)		(5,288	)
Accounts payable		(1,752	)		4,130
Accrued and other liabilities		(4,402	)		21,563

Net cash provided by (used in) operating activities		305,402			(921,920	)

Cash flows from investing activities:
Purchases of property and equipment		(1,070	)		(13,687	)
Proceeds from sales of property and equipment		—			2,032

Net cash used in investing activities		(1,070	)		(11,655	)

Cash flows from financing activities:
Borrowings from credit facilities and other debt		3,178,033			2,764,071
Repayments of credit facilities and other debt		(3,540,466	)		(1,912,837	)
Payment of debt financing costs		(646	)		(7,632	)
Proceeds from exercise of stock options		4,898			902
Payments for taxes related to stock-based awards		(285	)		—
Proceeds from Business Combination		—			284,011
Issuance cost of common stock		—			(51,249	)
Proceeds from issuance of Class C preferred stock, net		—			—

Net cash (used in) provided by financing activities		(358,466	)		1,077,266

Net change in cash, cash equivalents and restricted cash		(54,134	)		143,691
Cash, cash equivalents and restricted cash, beginning of period		194,433			50,742

Cash, cash equivalents and restricted cash, end of period	$	140,299		$	194,433

Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet:
Cash and cash equivalents	$	97,241		$	169,817
Restricted cash		43,058			24,616

Total cash, cash equivalents and restricted cash	$	140,299		$	194,433

Supplemental disclosure of cash flow information:
Cash payments for interest	$	59,732		$	21,875
Supplemental disclosure of non-cash investing and financing activities:
Transfer of property and equipment, net to inventory	$	—		$	14,464
Acquisition of warrant liabilities	$	—		$	26,525
Conversion of preferred stock to common stock	$	—		$	184,123
Conversion of treasury stock	$	—		$	10,650

Non-GAAP Financial Measures

In addition to Offerpad’s results of operations above, Offerpad reports certain financial measures that are not required by, or presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). These measures have limitations as analytical tools when assessing Offerpad’s operating performance and should not be considered in isolation or as a substitute for GAAP measures, including gross profit and net income.

Offerpad may calculate or present its non-GAAP financial measures differently than other companies who report measures with similar titles and, as a result, the non-GAAP financial measures Offerpad reports may not be comparable with those of companies in Offerpad’s industry or in other industries. Offerpad has not provided a quantitative reconciliation of forecasted Adjusted EBITDA to forecasted net income (loss) within this press release because Offerpad is unable to calculate certain reconciling items without making unreasonable efforts. These items, which include, but are not limited to, stock-based compensation with respect to future grants and forfeitures, could materially affect the computation of forward-looking net income (loss), are inherently uncertain and depend on various factors, some of which are outside of Offerpad’s control.

Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest (and related margins)

To provide investors with additional information regarding Offerpad’s margins, Offerpad has included Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest (and related margins), which are non-GAAP financial measures. Offerpad believes that Adjusted Gross Profit, Contribution Profit, and Contribution Profit After Interest are useful financial measures for investors as they are used by management in evaluating unit level economics and operating performance across Offerpad’s markets. Each of these measures is intended to present the economics related to homes sold during a given period. Offerpad does so by including revenue generated from homes sold (and ancillary services) in the period and only the expenses that are directly attributable to such home sales, even if such expenses were recognized in prior periods, and excluding expenses related to homes that remain in inventory as of the end of the period presented. Contribution Profit provides investors a measure to assess Offerpad’s ability to generate returns on homes sold during a reporting period after considering home acquisition costs, renovation and repair costs, and adjusting for holding costs and selling costs. Contribution Profit After Interest further impacts gross profit by including interest costs (including senior and mezzanine secured credit facilities) attributable to homes sold during a reporting period. Offerpad believes these measures facilitate meaningful period over period comparisons and illustrate Offerpad’s ability to generate returns on assets sold after considering the costs directly related to the assets sold in a presented period.

Adjusted Gross Profit, Contribution Profit and Contribution Profit After Interest (and related margins) are supplemental measures of Offerpad’s operating performance and have limitations as analytical tools. For example, these measures include costs that were recorded in prior periods under GAAP and exclude, in connection with homes held in inventory at the end of the period, costs required to be recorded under GAAP in the same period.

Accordingly, these measures should not be considered in isolation or as a substitute for analysis of Offerpad’s results as reported under GAAP. Offerpad includes a reconciliation of these measures to the most directly comparable GAAP financial measure, which is gross profit.

Adjusted Gross Profit / Margin

Offerpad calculates Adjusted Gross Profit as gross profit under GAAP adjusted for (1) net inventory impairment plus (2) interest expense associated with homes sold in the presented period and recorded in cost of revenue. Net inventory impairment is calculated by adding back the inventory impairment charges recorded during the period on homes that remain in inventory at period end and subtracting the inventory impairment charges recorded in prior periods on homes sold in the current period. Offerpad defines Adjusted Gross Margin as Adjusted Gross Profit as a percentage of revenue.

Offerpad views this metric as an important measure of business performance, as it captures gross margin performance isolated to homes sold in a given period and provides comparability across reporting periods. Adjusted Gross Profit helps management assess performance across the key phases of processing a home (acquisitions, renovations, and resale) for a specific resale cohort.

Contribution Profit / Margin

Offerpad calculates Contribution Profit as Adjusted Gross Profit, minus (1) direct selling costs incurred on homes sold during the presented period, minus (2) holding costs incurred in the current period on homes sold during the period recorded in sales, marketing, and operating, minus (3) holding costs incurred in prior periods on homes sold in the current period recorded in sales, marketing, and operating, plus (4) other income which is primarily comprised of interest income earned on our cash and cash equivalents and income earned from the sale of certain fixed assets. The composition of Offerpad’s holding costs is described in the footnotes to the reconciliation table below. Offerpad defines Contribution Margin as Contribution Profit as a percentage of revenue.

Offerpad views this metric as an important measure of business performance as it captures the unit level performance isolated to homes sold in a given period and provides comparability across reporting periods. Contribution Profit helps management assess inflows and outflow directly associated with a specific resale cohort.

Contribution Profit / Margin After Interest

Offerpad defines Contribution Profit After Interest as Contribution Profit, minus (1) interest expense associated with homes sold in the presented period and recorded in cost of revenue, minus (2) interest expense associated with homes sold in the presented period, recorded in costs of sales, and previously excluded from Adjusted Gross Profit, and minus (3) interest expense under Offerpad’s senior and mezzanine secured credit facilities incurred on homes sold during the period. This includes interest expense recorded in prior periods in which the sale occurred. Offerpad’s senior and mezzanine secured credit facilities are secured by their homes in inventory and drawdowns are made on a per-home basis at the time of purchase and are required to be repaid at the time the homes are sold. Offerpad defines Contribution Margin After Interest as Contribution Profit After Interest as a percentage of revenue.

Offerpad views this metric as an important measure of business performance. Contribution Profit After Interest helps management assess Contribution Margin performance, per above, when fully burdened with costs of financing.

The following table presents a reconciliation of Offerpad’s Adjusted Gross Profit, Contribution Profit and Contribution Profit After Interest to Offerpad’s gross profit, which is the most directly comparable GAAP measure, for the periods indicated:


	Three Months Ended December 31,						Year Ended December 31,
(in thousands, except percentages and homes sold, unaudited)	2022			2021			2022			2021
Gross profit (GAAP)	$	(44,860	)	$	70,292		$	182,422		$	207,815
Gross margin		-6.6	%		8.1	%		4.6	%		10.0	%
Homes sold		1,865			2,423			10,635			6,373
Gross profit per home sold	$	*(24.1*	)	$	*29.0*		$	*17.2*		$	*32.6*
Adjustments:
Inventory impairment - current period₍₁₎		44,075			985			58,413			1,205
Inventory impairment - prior period₍₂₎		(25,469	)		(511	)		(1,205	)		(160	)
Interest expense capitalized₍₃₎		3,081			3,511			12,660			6,294

Adjusted gross profit	$	(23,173	)	$	74,277		$	252,290		$	215,154
Adjusted gross margin		-3.4	%		8.6	%		6.4	%		10.4	%
Adjustments:
Direct selling costs₍₄₎		(20,584	)		(19,894	)		(97,381	)		(48,066	)
Holding costs on sales - current period₍₅₎₍₆₎		(1,251	)		(1,339	)		(8,342	)		(4,262	)
Holding costs on sales - prior period₍₅₎₍₇₎		(1,209	)		(558	)		(918	)		(214	)
Other income₍₈₎		861			—			1,532			248

Contribution profit	$	(45,356	)	$	52,486		$	147,181		$	162,860
Contribution margin		-6.7	%		6.0	%		3.7	%		7.9	%
Homes sold		1,865			2,423			10,635			6,373
Contribution profit per home sold	$	(24.3	)	$	21.7		$	13.8		$	25.6
Adjustments:
Interest expense capitalized₍₃₎		(3,081	)		(3,511	)		(12,660	)		(6,294	)
Interest expense on homes sold - current period₍₉₎		(5,858	)		(2,575	)		(32,022	)		(10,228	)
Interest expense on homes sold - prior period₍₁₀₎		(6,943	)		(1,749	)		(3,737	)		(468	)

Contribution profit after interest	$	(61,238	)	$	44,651		$	98,762		$	145,870
Contribution margin after interest		-9.0	%		5.1	%		2.5	%		7.0	%
Homes sold		1,865			2,423			10,635			6,373
Contribution profit after interest per home sold	$	(32.8	)	$	18.4		$	9.3		$	22.9

(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 insurance, utilities, homeowners association dues, property taxes, cleaning, and maintenance costs.

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

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

(8)	Other income principally represents interest income earned on our cash and cash equivalents and income earned from the sale of certain fixed assets.

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

(10)	Represents both senior and mezzanine secured credit facilities interest expense incurred in prior periods on homes sold in the period presented and expensed to Interest expense on the Condensed Consolidated Statements of Operations.

Adjusted Net Income (Loss) and Adjusted EBITDA

Offerpad also presents Adjusted Net Income (Loss) and Adjusted EBITDA, which are non-GAAP financial measures, which the management team uses to assess Offerpad’s underlying financial performance. Offerpad believes these measures provide insight into period over period performance, adjusted for non-recurring or non-cash items.

Offerpad calculates Adjusted Net Income (Loss) as GAAP Net Income (Loss) adjusted for the change in fair value of warrant liabilities. Offerpad defines Adjusted Net Income (Loss) Margin as Adjusted Net Income (Loss) as a percentage of revenue.

Offerpad calculates Adjusted EBITDA as Adjusted Net Income (Loss) adjusted for interest expense, amortization of capitalized interest, taxes, depreciation and amortization and stock-based compensation expense. Offerpad defines Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue.

Adjusted Net Income (Loss) and Adjusted EBITDA are supplemental to Offerpad’s operating performance measures calculated in accordance with GAAP and have important limitations. For example, Adjusted Net Income (Loss) and Adjusted EBITDA exclude the impact of certain costs required to be recorded under GAAP and could differ substantially from similarly titled measures presented by other companies in Offerpad’s industry or companies in other industries. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of Offerpad’s results as reported under GAAP.

The following table presents a reconciliation of Offerpad’s Adjusted Net Income (Loss) and Adjusted EBITDA to their GAAP Net Income (Loss), which is the most directly comparable GAAP measure, for the periods indicated:


	Three Months Ended December 31,						Year Ended December 31,
(in thousands, except percentages, unaudited)	2022			2021			2022			2021
Net income (loss) (GAAP)	$	(121,137	)	$	12,806		$	(148,613	)	$	6,460
Change in fair value of warrant liability		(3,360	)		(15,649	)		(23,522	)		(2,464	)

Adjusted net (loss) income	$	(124,497	)	$	(2,843	)	$	(172,135	)	$	3,996
Adjusted net (loss) income margin		(18.4	%)		(0.3	%)		(4.4	%)		0.2	%
Adjustments:
Interest expense		15,135			6,178			45,991			15,848
Amortization of capitalized interest₍₁₎		3,081			3,511			12,660			6,294
Income tax expense		324			—			359			170
Depreciation and amortization		258			90			1,022			523
Amortization of share based compensation		2,014			763			8,307			3,079

Adjusted EBITDA		(103,685	)		7,699			(103,796	)		29,910
Adjusted EBITDA margin		(15.3	%)		0.9	%		(2.6	%)		1.4	%

(1)	Amortization of capitalized interest represents all interest related costs, including senior and mezzanine secured interest related costs, incurred on homes sold in the period presented that were capitalized and expensed in cost of sales at the time of sale.